IHT 10-K
Innsuites Hospitality Trust (IHT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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) | (ZIP code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(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 Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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.
| 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 ☐
Aggregate
market value of Shares of Beneficial Interest held by non-affiliates of the registrant as of July 31, 2022, based upon the closing sales
price of the registrant’s Shares of Beneficial Interest on that date, as reported on the NYSE AMERICAN: $
Number of Shares of Beneficial Interest outstanding as of May 1, 2023:
Documents
incorporated by reference:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
PART I
Item 1. BUSINESS
INTRODUCTION TO OUR BUSINESS
InnSuites Hospitality Trust (the “Trust”) is headquartered in Phoenix, Arizona and is an unincorporated Ohio real estate investment trust formed on June 21, 1971. The Trust is not taxed as a real estate investment trust for federal taxation purposes but is taxed as a C-corporation. The Trust, with its affiliate RRF Limited Partnership, a Delaware limited partnership (the “Partnership”), owns interests in two hotels, operates and provides management services, and provides trademark license services, for two hotels. At January 31, 2023, and currently, the Trust owns a 75.98% sole general partner interest in the Partnership, which controls a 51.01% interest in the InnSuites hotel located in Tucson, Arizona, and a direct 21.50% interest in the InnSuites hotel located in Albuquerque, New Mexico. The Tucson and Albuquerque hotels are sometimes referred to as the “Hotels”. We anticipate selling one or both Hotels in the next twelve to thirty-six (12-36) months.
RRF Limited Partnership, a 75.98% majority-owned subsidiary of the Trust, provides management services for the two Trust Hotels. The Trust has approximately 52 full-time employees and approximately 27 part-time employees.
The two Hotels have an aggregate of 270 hotel suites and operate as moderate-service hotels that apply a value studio and two-room suite operating philosophy formulated in 1980 by Mr. James Wirth, President, the Trust’s Chairman, and Chief Executive Officer. The Trust hotels offer services such as free hot breakfast plus amenities, such as microwave ovens, refrigerators, coffee makers, and free high-speed Internet access.
For the Fiscal Year 2024 ahead, February 1, 2023 through January 31, 2024, the Trust’s operations are focused on the Trust’s primary business objective which is to maximize returns to its shareholders through increases in asset value and long-term total returns to shareholders, including profitable hotel operations and sale of assets, along with growth of investments. The Trust seeks to achieve this objective through intensive management and marketing of the InnSuites© hotels, by selling hotel real estate at market prices well above book values and benefitting from diversified investments, including UniGen Power, Inc. (UniGen). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Positioning” for a more detailed discussion of the Trust’s strategic objectives.
The Trust has a single class of Shares of Beneficial Interest, without par value, that are traded on the NYSE AMERICAN under the symbol “IHT.” The Partnership has two outstanding classes of limited partnership interests, Class A and Class B, which are identical in all respects. Both Class A and Class B Partnership Units are convertible, at the option of the holder, into one newly issued Share of Beneficial Interest of the Trust.
MANAGEMENT AND LICENSING CONTRACTS
The Trust directly manages the Hotels through the Trust’s majority-owned subsidiary, RRF Limited Partnership. 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 5% of room revenue and a monthly accounting fee of $2,000 per hotel. These agreements have no expiration dates but may be cancelled by either party with 30-days written notice, or potentially sooner in the event the property changes ownership.
The Trust also provides the use of the “InnSuites” trademark to the Hotels and stands ready to offer trademark services through the Trust’s majority-owned subsidiary, RRF Limited Partnership, which is included in the management fee. The InnSuites trademark expires in January 2027.
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MEMBERSHIP AGREEMENTS
Each InnSuites Hotel has entered into membership agreements with Best Western International, Inc. (“Best Western”) with respect to each of the two Hotels. In exchange for use of the Best Western name, trademark and reservation system, each Hotel pays marketing and reservation fees to Best Western based on reservations received through the use of the Best Western reservation system, a marketing fee based upon the monthly room revenues, and the number of available suites at the Hotels. The agreements with Best Western are year-to-year. Best Western requires that the Hotels meet certain requirements for room quality, and the two Hotels are subject to removal from the Best Western reservation system if these requirements are not met. During the past year, the two Hotels received significant reservations through the Best Western reservation system. Under these arrangements, fees paid for membership fees and reservations were approximately $173,000 and $160,000, recorded in on the Consolidated Statement of Operations, for Fiscal Years ended January 31, 2023, and 2022, respectively.
COMPETITION IN THE HOTEL INDUSTRY
The hotel industry is highly competitive. Both the Tucson and Albuquerque hotels experienced record high GOP Profits in the most recent 12 months, substantially higher than both Covid and Pre-Covid GOP Profits. This gross operating profit is growing even more due to stringent cost control measures. The drastic impact of COVID-19 to the world economy and hospitality industry resulted in severely reduced occupancy and significant reduction in room rates, both of which have now fully recovered. Continued competition in corporate, leisure, group, and government business in the markets in which we operate, may affect our ability to maintain room rates 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 financial resources than the Trust.
Certain additional hotel property refurbishments have been completed by competitors in both Hotels’ markets, and additional hotel property developments may be built in the future. Such hotel developments 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 see incremental demand during the next 24 months, as supply had been steady in those respective markets, and demand is expected to increase as the economy and travel industry grow. Either an increase in supply, or a 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. The hotels experienced a decrease in demand due to impact of the COVID-19 virus and the related restrictions and reduction of travel after February 1, 2020 through March 31, 2021, with increased demand thereafter.
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 power generation company. This investment is expected to expand over the next 36 months, as the Trust exercises warrants and convertible bonds into UniGen equity. The Trust may continue to seek further diversification through a reverse merger with a larger non-public entity.
REGULATION
The Trust is subject to numerous federal, state, and local government laws and regulations affecting the hospitality industry, including usage, building and zoning requirements and the laws and regulations related to the preparation and sale of food and beverage such as health and liquor license laws. A violation of any of those laws and regulations or increased government regulation could require the Trust to make unplanned expenditures which may result in higher operating costs. Compliance with these laws is time intensive and costly and may reduce the Trust’s revenues and operating income.
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Under the Americans with Disabilities Act of 1990 (the “ADA”), all public accommodations are required to meet certain readily achievable federal requirements related to access and use by disabled persons. In addition to ADA work completed to date, the Trust may be required to remove additional access barriers or make unplanned, substantial modifications to its Hotels to further comply with the ADA or to comply with other changes in governmental rules and regulations, or become subject to claims, fines, and damage awards, any of which could reduce the number of total available rooms, increase operating costs, and/or have a negative impact on the Trust’s results of operations.
Our hotel properties are subject to various federal, state, and local environmental laws that impose liability for contamination. Under these laws, governmental entities have the authority to require us, as the current or former owner of the property, to perform or pay for the clean-up of contamination (including swimming pool chemicals or hazardous substances or biological waste) at or arising from the property and to pay for natural resource damage arising from contamination. These laws often impose liability without regard to whether the owner or operator knew of or caused the contamination. Such liability can be joint and several, so that each covered person can be responsible for all the costs involved, even if more than one person may have been responsible for the contamination. We can also be liable to private parties for costs of remediation, personal injury, death and/or property damage resulting from contamination at or originating from our hotel properties. Moreover, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow funds using the property as collateral or to sell the property on favorable terms or at all. Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility.
The Trust is also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions and work permit requirements. There are frequent proposals under consideration, at the federal and state levels, to increase the minimum wage. The current labor market is tight, with employees increasingly difficult to recruit and retain. Additional increases to the state or federal minimum wage rate, and employee benefit costs including health care or other costs associated with employees could increase expenses and result in lower operating margins. This has been experienced somewhat due to the fact that industry labor is currently limited and increasingly expensive.
The Trust collects and maintains information relating to its guests for various business purposes, including maintaining guest preferences to enhance the Trust’s customer service and for marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations. Compliance with applicable privacy regulations may further increase the Trust’s operating costs and/or adversely impact its ability to service its guests and market its products, properties, and services to its guests. In addition, non-compliance with applicable privacy regulations by the Trust (or in some circumstances non-compliance by third parties engaged by the Trust) could result in fines or restrictions on its use or transfer of data.
SEASONALITY OF THE HOTEL BUSINESS
The Hotels’ operations historically have been somewhat seasonal. The Tucson, Arizona Hotel typically experiences its highest occupancy in the first Fiscal quarter and, to a lesser extent, the fourth Fiscal quarter (the winter high season). The second Fiscal quarter (summer), tends to be the lowest occupancy period at the Tucson Hotel. The hotel located in Albuquerque, New Mexico historically experiences their most profitable periods during the second and third Fiscal quarters (the summer high season), providing 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 labor force shortages and cash flow issues. Further, if an adverse event such as an actual or threatened terrorist attack, viral outbreak or pandemic, international conflict, data breach, regional economic downturn or poor weather conditions should occur during the high season, the adverse impact to the Trust’s revenues could likely be greater as a result of its seasonal business.
OTHER AVAILABLE INFORMATION
We also make available, free of charge, on our Internet website at www.innsuitestrust.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Information on our Internet website shall not be deemed incorporated into, or be part of, this report.
Item 1A. RISK FACTORS
Not required for smaller reporting companies.
Item 1B. UNRESOLVED STAFF COMMENTS
Not required for smaller reporting companies.
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Item 2. PROPERTIES
The Trust maintains its administrative offices at the InnSuites Hotels Centre, at 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020 in a space leased by the Trust from a third party. The two Hotels are operated as InnSuites Hotels and Suites, and both Hotels are in addition also marketed as Best Western® Hotels. The Hotels operate in the following locations:
| ● | Best Western InnSuites Tucson Foothills Hotel & Suites. 6201 N Oracle Rd., Tucson, AZ 85704 | |
| ● | Best Western InnSuites Albuquerque Airport Hotel & Suites. 2400 Yale Boulevard SE, Albuquerque, NM 87106 |
In the Fiscal Years ended January 31, 2019, and January 31, 2020, we remodeled 100% of each property’s available suites and public areas. The Trust owns a direct 21.05% interest in the InnSuites Hotel and Suites Albuquerque Airport Best Western Hotel. The Partnership owns a 51.01% interest in the InnSuites Hotel and Suites Tucson Oracle Best Western Hotel. The Trust owns a 75.98% general partner interest in the Partnership.
See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – General” below for a discussion of occupancy rates at the Hotels.
See Note 11 to the Trust’s Consolidated Financial Statements – “Mortgage Notes Payable” below for a discussion of mortgages encumbering the Hotels.
See Note 16 to the Trust’s Consolidated Financial Statements – “Leases” for a discussion of the lease for our corporate headquarters and the non-cancellable ground lease to which our Albuquerque Hotel is subject.
Item 3. LEGAL PROCEEDINGS
The Trust is not a party to, nor are any of its properties subject to, any material litigation or environmental regulatory proceedings. See Note 20 to Trust’s Consolidated Financial Statements – “Commitments and Contingencies”.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Trust’s Shares of Beneficial Interest are traded on the NYSE American under the symbol “IHT.” On January 31, 2023, the Trust had approximately 9,160,991 shares outstanding. As of May 1, 2023, there were approximately 329 holders of record of our Shares of Beneficial Interest, not including holders who hold their asset positions with banks and brokers.
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The following table sets forth, for the periods indicated, the high and low sales prices of the Trust’s Shares of Beneficial Interest, as reported on the NYSE American, as well as dividends declared thereon:
| Fiscal Year 2023 | High | Low | Dividends | |||||||||
| First Quarter | $ | 4.34 | $ | 3.77 | - | |||||||
| Second Quarter | $ | 3.77 | $ | 2.99 | $ | 0.01 | ||||||
| Third Quarter | $ | 3.74 | $ | 2.84 | - | |||||||
| Fourth Quarter | $ | 3.71 | $ | 2.96 | $ | 0.01 | ||||||
| Fiscal Year 2022 | High | Low | Dividends | |||||||||
| First Quarter | $ | 3.95 | $ | 1.96 | - | |||||||
| Second Quarter | $ | 14.77 | $ | 1.90 | $ | 0.01 | ||||||
| Third Quarter | $ | 5.35 | $ | 3.15 | - | |||||||
| Fourth Quarter | $ | 5.00 | $ | 2.15 | $ | 0.01 | ||||||
The Trust has declared uninterrupted annual dividends for 53 years, since 1971, when the Trust was founded and first listed on the NYSE. The Trust intends to maintain the current conservative dividend policy. The Trust currently is, and has, been paying two semiannual dividends each Fiscal Year totaling $0.02 per share per Fiscal Year. In the Fiscal Years ended January 31, 2023 and 2022, the Trust paid dividends of $0.01 per share per share in each of the second and the fourth quarters. The Trust has paid uninterrupted annual dividends each Fiscal Year since its inception in 1971. The Trust currently intends to pay the scheduled semiannual $0.01 dividend payable on July 31, 2023 at NYSE American.
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See Part III, Item 12 for information about our equity compensation plans.
See Note 2 to our Consolidated Financial Statements – “Summary of Significant Accounting Policies” for information related to grants of restricted shares made to members of our Board of Trustees during Fiscal Year 2022. These grants were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2).
No stock option grants were made in Fiscal 2022 or 2023.
Item 6. SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K.
We are engaged in the ownership and operation of hotel properties. At January 31, 2023, 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 January 31, 2023, and currently, the Trust owns a 75.98% sole general partner interest in the Partnership, which controls a 51.01% interest in the InnSuites hotel located in Tucson, Arizona, and a direct 21.50% interest in the InnSuites hotel located in Albuquerque, New Mexico.
Our operations consist of one reportable segment – Hotel Operations & Hotel Management Services. Hotel Operations derives its revenue from the operation of the Trust’s two hotel properties with an aggregate of 270 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 Chief Operating Decision Maker (“CODM”), Mr. Wirth, CEO of the Trust, has determined that the Trust operations are comprised of one reportable segment, Hotel Ownership Operations & Management Services (continuing operations) segment that has ownership interest in two hotel properties with an aggregate of 270 suites in Arizona and New Mexico.
The Trust has its hotel investments in the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.
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 caused by the Trust’s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the Fiscal Year starting February 1, 2020, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs could be adversely impacted by significant increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Either a further increase in area hotel supply, hourly labor cost, or a decline in demand could result in increased competition, which could have an adverse effect on the rates, revenue, costs, and profits of the Hotels in their respective markets.
Over time, we expect our UniGen diversification efficient clean energy generation investment to grow and provide a substantial source of income in the foreseeable future.
We expect the current Fiscal Year 2024 to be continued recovery of the travel industry, continued recovery of our Hotel’s occupancy levels, continued recovery of room rates, as well as continuation of current cost control all leading to improved 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 complementary guest items, including complimentary breakfast and free Internet access.
Our strategic plan is to continue to obtain the full benefit of our real estate equity, by ultimately obtaining full market value for our two Hotels at market value which is believed by management to be substantially higher than lower book values, over the next 24-36 months. In addition, the Trust is seeking 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.
In the process of reviewing merger opportunities, the Trust identified in December 2019, and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million in debentures convertible into 1 million shares of UniGen Power Inc., and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next approximately three years, which could result up to 25% ownership in UniGen. For more information on our strategic plan, including information on our progress in disposing of our hotel properties and expanding energy diversification, see “Future Positioning” in this Management Discussion and Analysis of Financial Condition and Results of Operations
We experienced weak economic conditions during Fiscal Year 2022, ended January 31, 2022, primarily a result of the Covid-19 virus pandemic. We experienced recovery from weak travel and hospitality industry for much of the current Fiscal Year 2023, ending January 31, 2023 due to the recovery of domestic travel. We expect the major challenge for Fiscal Year 2024 to be the economy, continued recovery of the travel industry, rebound of occupancy levels, continued increases in room rates, and cost control. We believe that we have positioned the Hotels to remain competitive through our now completed refurbishment(s), by offering a relatively large number of fully refurbished two-room suites at each location, and by maintaining robust complementary guest items, including complimentary breakfast and free Internet access.
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Our strategic plan is to continue to obtain the full benefit from hotel operations, and from our real estate equity, by marketing the remaining two Hotels over the next 12-36 months. In addition, the Trust is seeking 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. In the process of reviewing merger opportunities, the Trust identified and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million debentures convertible into 1 million shares of UniGen Power Inc., has purchased approximately 495,000 UniGen shares, and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next three years, which could result up to 25% ownership in UniGen. For more information on our strategic plan, including information on our progress in disposing of our hotel properties and expanding energy diversification, see “Future Positioning” in this Management Discussion and Analysis of Financial Condition and Results of Operations.
Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, non-cash depreciation of the Hotels and hotel operating expenses. 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 revenue from the Hotels. In Fiscal Year 2023, as compared with Fiscal 2022, occupancy decreased approximately 2.17% to 73.96% from 75.60% in the prior Fiscal Year. ADR increased by $12.32, or 14.78%, to $95.66 in Fiscal Year 2023 from $83.34 in Fiscal Year 2022. The increased ADR resulted in an increase in REVPAR of $7.75, or 12.30%, to $70.75 in Fiscal Year 2023 from $63.00 in Fiscal Year 2022. The increase in ADR and REVPAR reflect the Covid-19 travel lockdown easing and resulting improved economy.
For the Fiscal Year 2023, ending January 31, 2023, we experienced a substantial recovery. For Fiscal 2024, (February 1, 2023 to January 31, 2024), we expect continued modest increase in occupancy, substantial further increases in rates, and continued increased record profits and revenues compared to both prior levels.
For the 2022 Fiscal Year (February 1, 2021 to January 31, 2022), which was adversely affected by the Covid pandemic, InnSuites and the entire hotel industry in general experienced strong declines and reduced travel, resulting in much lower revenues and profits. For the 2023 Fiscal Year ended January 31, 2023, InnSuites experienced substantial recovery of post Covid revenues and profits. Fiscal Year 2023, ended January 31, 2023 continued this upward trend achieving record profits.
The following table shows certain historical financial and other information for the periods indicated:
| For the Twelve Months Ended | ||||||||||||||||
| Albuquerque | January 31, | |||||||||||||||
| 2023 | 2022 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 82.27 | % | 83.44 | % | -1.17 | % | -1.40 | % | ||||||||
| Average Daily Rate (ADR) | $ | 98.90 | $ | 85.32 | $ | 13.58 | 15.92 | % | ||||||||
| Revenue Per Available Room (REVPAR) | $ | 81.36 | $ | 71.19 | $ | 10.17 | 14.29 | % | ||||||||
| For the Twelve Months Ended | ||||||||||||||||
| Tucson | January 31, | |||||||||||||||
| 2023 | 2022 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 68.07 | % | 70.04 | % | -1.97 | % | -2.81 | % | ||||||||
| Average Daily Rate (ADR) | $ | 92.88 | $ | 81.66 | $ | 11.22 | 13.74 | % | ||||||||
| Revenue Per Available Room (REVPAR) | $ | 63.22 | $ | 57.19 | $ | 6.03 | 10.54 | % | ||||||||
| For the Twelve Months Ended | ||||||||||||||||
| Combined | January 31, | |||||||||||||||
| 2023 | 2022 | Change | %-Incr/Decr | |||||||||||||
| Occupancy | 73.96 | % | 75.60 | % | -1.64 | % | -2.17 | % | ||||||||
| Average Daily Rate (ADR) | $ | 95.66 | $ | 83.34 | $ | 12.32 | 14.78 | % | ||||||||
| Revenue Per Available Room (REVPAR) | $ | 70.75 | $ | 63.00 | $ | 7.75 | 12.30 | % | ||||||||
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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 into 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 “Item 1 – Business – Management and Licensing Contracts.” | |
| ● | For a discussion of guarantees of our mortgage notes payable by certain related parties, see Note 11 to our Consolidated Financial Statements – “Mortgage Notes Payable.” | |
| ● | For a discussion of our equity sales and restructuring agreements involving certain related parties, see Notes 3, and 4 to our Consolidated Financial Statements – “Sale of Ownership Interests in Albuquerque Subsidiary,” and “Sale of Ownership Interests in Tucson Hospitality Properties Subsidiary,” respectively. | |
| ● | For a discussion of other related party transactions, see Note 19 to our Consolidated Financial Statements – “Other Related Party Transactions.” |
Results of operations of the Trust for the Fiscal Year ended January 31, 2023 compared to the Fiscal Year ended January 31, 2022.
Overview
A summary of total Trust operating results for the Fiscal Years ended January 31, 2023 and 2022 is as follows:
| 2023 | 2022 | Change | % Change | |||||||||||||
| Total Revenues | $ | 7,145,687 | $ | 6,409,800 | $ | 735,887 | 11 | % | ||||||||
| Operating Expenses | 7,443,022 | 6,713,135 | 729,887 | 11 | % | |||||||||||
| Operating Loss | (297,335 | ) | (303,335 | ) | 6,000 | 2 | % | |||||||||
| Interest Income and Other | 68,072 | 1,061,464 | (993,392 | ) | (94 | )% | ||||||||||
| Interest Expense | (530,347 | ) | (367,235 | ) | (163,112 | ) | (44 | )% | ||||||||
| Employee Retention Benefit | 1,403,164 | 350,791 | 1,052,373 | 300 | % | |||||||||||
| Sales and Occupancy Taxes | - | 798,000 | (798,000 | ) | (100 | )% | ||||||||||
| Income Tax Benefit | 93,497 | 50 | 93,447 | 186,894 | % | |||||||||||
| Consolidated Net Income | 737,051 | 1,539,735 | (802,684 | ) | (52 | )% | ||||||||||
REVENUE
For the twelve months ended January 31, 2023, we had total revenue of approximately $7,146,000 compared to approximately $6,410,000 for the twelve months ended January 31, 2022, an increase of approximately $736,000, or 53%.
We realized a 12% increase in room revenues during Fiscal Year 2023 as room revenues were approximately $6,974,000 for the Fiscal Year ending January 31, 2023 as compared to approximately $6,208,000 for the Fiscal Year ending January 31, 2022. While room revenue increased, our food and beverage revenue remained flat for Fiscal Year 2023 at approximately $53,000 during Fiscal Years 2023 and 2022. We also realized an approximate 82% decrease in management and trademark fee revenues during Fiscal Year 2022 to approximately $21,000 as compared to approximately $115,000 during Fiscal Year 2021. Management and trademark fee revenues decreased during Fiscal Year 2021 as a result of the loss of management fees due to the sale of the Tempe hotel in December, 2020. The Tempe hotel was owned outside of the Trust, and only an affiliate. It was not part of the Trust consolidation. Management fees associated with the management of the Tempe Hotel were revenues received by the Trust, prior to its sale. Management fees remained unchanged year on year at 5%.
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EXPENSES
Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $7,443,000 for the twelve months ended January 31, 2023 reflecting an increase of approximately $730,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $6,713,000 for the twelve months ended January 31, 2022. The increase was primarily due to an increase in room expenses and general and admirative expenses. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.
Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,222,000 for the Fiscal Year ended January 31, 2023 compared to approximately $2,011,000 in the prior year period for an increase of approximately $211,000, or 11%. Room expenses increased as occupancy at the hotels increased, and increased expenses were incurred with the increased occupancy.
General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,227,000 for the twelve months ended January 31, 2023, increased approximately $395,000 from approximately $1,832,000 for the twelve months ended January 31, 2022 primarily due to increases in minimum wage laws affecting a majority of our employees, creating higher personnel costs along with increased employment taxes, accordingly.
Sales and marketing expense increased approximately $52,000, or 13%, to approximately $451,000 for the twelve months ended January 31, 2023 from approximately $399,000 for the twelve months ended January 31, 2022. Filled positions for sales and marketing resources accounted for the increase.
Repairs and maintenance expense increased by approximately $20,000, or 5%, to approximately $413,000 for the twelve months ended January 31, 2023 from approximately $392,000 for the twelve months ended January 31, 2022. 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 in the year ahead.
Hospitality expense increased by approximately $135,000, or 58%, to approximately $368,000 for the twelve months ended January 31, 2023 from approximately $233,000 for the twelve months ended January 31, 2022. The increase was primarily due to the increased occupancy and increased breakfast offerings at the hotel properties due to previous pandemic restrictions no longer in effect.
Utility expenses increased approximately $45,000, or 12%, to approximately $428,000 reported for the twelve months ended January 31, 2023 from approximately $383,000 for the twelve months ended January 31, 2022.
Hotel property depreciation expenses decreased by approximately $23,000 to approximately $702,000 for the twelve months ended January 31, 2023 from approximately $725,000 for the twelve months ended January 31, 2022. Decreased depreciation resulted from the capital expenditures being fully depreciated, and thus less expense was incurred and recorded.
Real estate and personal property taxes, Insurance and Ground Rent expenses decreased approximately $72,000, or 14%, to approximately $429,000 for the twelve months ended January 31, 2023 from approximately $501,000 for the twelve months ended January 31, 2022.
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Sales and occupancy tax expenses increased approximately $798,000, or 100%, to $0 for the twelve months ended January 31, 2023 from approximately ($798,000) for the twelve months ended January 31, 2022. The 2022 activity represents a reversal of liability arising from an occupancy tax discrepancy generated from our Tucson Oracle and Albuquerque hotels from prior periods, as the liabilities had been assumed by a related party. These additional amounts were due for Hotel sales and occupancy expenses and are not expected to be recurring, since the Trust collects and remits all necessary occupancy taxes to the state monthly. No additional assessments have transpired since September 2020. Management has assessed the materiality of the discrepancy on prior reported periods and has concluded it is qualitatively immaterial to the readers of our Consolidated Financial Statements.
Employment Tax Refunds and Credits, for the two previously filed calendar years 2020, and 2021, respectively, resulted in the Employment Retention Tax Credit. As a result, the Trust conservatively placed an amount equal to approximately 12% of this total as a Tax Credit Receivable and Tax Refund on the Balance Sheet and Income statement, respectively, for the Fiscal Years ended January 31, 2023 and 2022, respectively. The Trust has further conservatively recognized an additional 12% each Fiscal Quarter, approximately, of the total anticipated Tax Credit receivable for the Quarter ended January 31, 2023. This recognition began in Fiscal Year 2022. The amount recognized increased from approximately $350,000 for the twelve months ended January 31, 2022 to approximately $1,400,000 for the twelve months ended January 31, 2023. This increase was a result of recognizing equal amounts quarterly of approximately $350,000 throughout Fiscal Year 2023, as opposed to only one Quarter of recognition in Fiscal Year 2022.
LIQUIDITY AND CAPITAL RESOURCES
Overview – Hotel Operations & Hotel Management Services
Two principal sources of cash to meet our cash requirements, include monthly management fees from our two hotels and distributions to our investors of our share of the Partnership’s cash flow of the Tucson hotel, and quarterly distributions from the Albuquerque, New Mexico properties. Potential future real estate hotel sales is another future source of cash. The Partnership’s principal source of revenue is hotel operations for the hotel property it owns in Tucson, Arizona. Our liquidity, including our ability to make distributions to our shareholders, 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 and the source of repayment of intercompany loan from Tucson and Albuquerque.
Hotel operations were significantly affected by occupancy and room rates at the Hotels in the Fiscal Year 2022. We anticipate occupancy will continue to climb modestly in Fiscal 2023, while room rates continue to climb aggressively in Fiscal 2023, and the related economic and travel rebound which started in Fiscal 2022 will continue in Fiscal 2023 (February 1, 2022 to January 31, 2023). Capital improvements are expected to remain substantially down in Fiscal 2023, based on the extensive prior refurbishments completed in Fiscal 2021.
With approximately $2,111,000 of cash as of January 31, 2023 and the availability of a $250,000 bank lines of credit, an up to $2,000,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of repayment of Advances to Affiliate credit facilities and available Bank line 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. In addition, our management is analyzing other strategic options, including additional asset sales. 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 receivable by 18 months, extending the first payment from November 2021 to May 2023. The reason for the extension is in support of IBC’s cash requirements; related to IBC’s realization of fully benefiting from a travel industry continued rebound of rate, occupancy and travel. These potential benefits in turn improve IHT’s secured position on its note receivable from IBC. Management also believes that even with an additional extension repayment term due to COVID-19 that the future collectability of the current carrying value of the note is probable and not subject to further impairment, or allowance for the year ended January 31, 2023.
Refer to Note 6 – “Note Receivable” for information related to the Sale of IBC Hospitality Technologies (IBC).
There can be no assurance that we will be successful in 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 refinance or sell certain of our assets to meet our liquidity needs, which may not be on terms that are favorable.
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We anticipate no material additional competitive new-build hotel supply during the remaining Fiscal Year 2024, and accordingly we anticipate steady hotel supply in our markets and increased travel demand as the industry rebounds with recovery of revenues and operating margins. We expect the challenge for the upcoming current Fiscal Year to be the continued economic and travel recovery of leisure, corporate, group, and government business in the markets in which we operate, which may affect our ability to recover occupancy and increase room rates while maintaining and/or building market share.
Positive cash provided by operating activities totaled approximately $54,000 during the twelve months ended January 31, 2023 as compared to net cash provided of approximately $263,000 during the twelve months ended January 31, 2022. Consolidated net income was approximately $737,000 for the twelve months ended January 31, 2023 as compared to consolidated net income for the twelve months ended January 31, 2022 of approximately $1,540,000. A decrease in each Fiscal Year was PPP loan forgiveness offset by and the employee retention credit. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.
On November 15, 2021, the Trust received a letter from the NYSE American indicating it did not meet certain financial requirements to remain listed, and set a timeframe of 18 months to May 2023, to once again meet those standards of earnings, capitalization, and/or profitability. The Trust provided the required Plan by December 15, 2021, and the NYSE American granted the additional 18 months to execute the Plan.
On April 30, 2022, the Trust requested and was granted an extension for their annual Form 10-K. As a result, the NT 10-K filed (Form 12b-25 Filing Extension), granted a fifteen-day extension for the Trust to file its’ annual Form 10-K. Subsequently, the Trust completed and filed its’ annual 10-K and corresponding press release on May 25, 2022, and is considered to be in compliance currently.
On June 23, 2022, the Trust received communication from the NYSE AMERICAN indicating a Late-Filer Notification would be issued, provided it’s current quarterly 10-Q for the period ended April 30, 2022 would be considered delinquent if not filed on or before June 29, 2022. The Trust is now current and compliant, and was able to complete their 10-Q for the period ended April 30, 2022, filing it on June 28, 2022, thus avoiding any delinquency status and adhering to this timeline.
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.
NON-GAAP FINANCIAL MEASURES
The following non-GAAP presentations of earnings before interest, taxes, non-cash 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, 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.
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A reconciliation of Adjusted EBITDA to net loss attributable to controlling interests for the Fiscal Years ended January 31, 2023 and 2022 approximate follows:
Twelve Months Ended January 31, | ||||||||
| 2023 | 2022 | |||||||
| Net income attributable to controlling interests | $ | 523,000 | $ | 254,000 | ||||
| Add back: | ||||||||
| Depreciation | 702,000 | 725,000 | ||||||
| Interest expense | 530,000 | 367,000 | ||||||
| Less: | ||||||||
| Interest Income | (65,000 | ) | (1,061,000 | ) | ||||
| Adjusted EBITDA | $ | 1,690,000 | $ | 285,000 | ||||
FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts (“NAREIT”), which is net income (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.
A reconciliation of FFO to net income (loss) attributable to controlling interests for Fiscal Year ended January 31, 2023 and 2022 are as follows:
Twelve Months Ended January 31, | ||||||||
| 2023 | 2022 | |||||||
| Net income attributable to controlling interests | $ | 523,000 | $ | 254,000 | ||||
| Add back: | ||||||||
| Depreciation | 702,000 | 725,000 | ||||||
| Non-controlling interest | 214,000 | 1,286,000 | ||||||
| FFO | $ | 1,439,000 | $ | 2,265,000 | ||||
The Trust reported Consolidated Net Loss from operations of approximately $298,000 for the Fiscal Year ended January 31, 2023 compared to Consolidated Net Loss from operations of approximately $304,000 for the Fiscal Year ended January 31, 2022. Fiscal 2022 and 2021 Consolidated Net Loss from operations included non-cash depreciation of approximately $702,000 and $725,000, respectively. Fiscal 2023 Consolidated Net Loss from operations before non-cash depreciation was approximately $404,000 as compared to Consolidated Net Loss from operations before non-cash depreciation of approximately $421,000 for Fiscal 2022. Fiscal 2023 Consolidated Net Loss from continuing operations were approximately $7,146,000 as compared with Fiscal 2022 Revenues of approximately $6,410,000.
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FUTURE POSITIONING
In viewing the hotel industry cycles, recently reconfirmed by the COVID-19 disruption of travel and hospitality, the Board of Trustees determined that it was appropriate to continue to actively seek buyers for 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.
| Hotel Property | Book Value | Mortgage Balance | Estimated Market Asking Price | |||||||||
| Albuquerque | $ | 1,065,921 | $ | 1,261,793 | 9,500,000 | |||||||
| Tucson Oracle | 6,120,679 | 8,266,677 | 18,500,000 | |||||||||
| $ | 7,186,600 | $ | 9,528,470 | $ | 28,000,000 | |||||||
The “Estimated Market Asking Price” is the amount at which we believe may 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 have an estimated market asking price that is reasonable in relation to its current fair market value. We plan to sell our remaining two Hotel properties within 24-36 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.
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 upturn local market conditions, comparable sales, and anticipated continued upturns in 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 energy operation diversified investment, 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.
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.” We plan to continue the stock and unit buy backs in the current Fiscal Year 2023.
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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
As a partial offset to the current hotel industry Virus induced drop in demand pressure, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investments in the months, and years ahead. See Note 7 of the Audited Consolidated Financial Statements for discussion on UniGen.
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 2022 or 2021. As of January 31, 2023, our management does not believe that the carrying values of any of our hotel properties are impaired. The Trust did take a reserve for bad debt as of January 31, 2022 reflecting its concern with the collectability of the Obasa note receivable, related to the sale of the IBC technology segment.
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Sale of Hotel Assets
Management believes that our currently owned Hotels 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 hotel per year or both over the next 12-36 months. We believe that each of the assets is available at a price that is reasonable in relation to its current fair market value. The plan is to work to sell the remaining two hotel properties over the next 12-36 months, and if needed beyond.
Revenue Recognition
Revenues are primarily derived from the following sources and are recognized as services are rendered and when collectability is reasonably assured. Amounts received in advance of revenue recognition are considered deferred liabilities.
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. Management and trademark fees from non-affiliated hotels include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels and the one hotel owned by affiliates of Mr. Wirth until December 2020.
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, grab and go 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.
SEASONALITY
See Item 1 for related discussion of seasonality.
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INFLATION
We rely entirely 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 room rates quickly, but competitive pressures may limit InnSuites ability to raise rates as fast as or faster than inflation. During Fiscal Year 2023, ended January 31, 2023, InnSuites did experience substantial increases in rates to offset the inflationary increase labor and other expenses.
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 initial investment was made December 16, 2019, with positive progress to date despite the virus, economic, travel disruptions, cost overruns, and delays. The investment includes warrants convertible to 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.
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% (approximately $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.
UniGen issued the Trust common stock purchase warrants (the “Debenture Warrants”) including to purchase up to 1,000,000 shares of Class A Common Stock. The Debenture Warrants are exercisable at an exercise price of $1.00 per share of Class A Common Stock.
UniGen, also, issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares of Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $2.25 per share of Class A Common Stock.
UniGen has agreed to allow IHT to fund a $500,000 line of credit at the option of IHT convertible into 500,000 shares of UniGen stock at $1 per share. Currently, there is no outstanding balance at this time.
The total of all stock ownership upon conversion of the note receivable and exercise of warrants could total up to 3 million UniGen shares, which amounts to approximately 25% of fully diluted UniGen equity.
On the Trust’s balance sheet, the investment of the $1,588,750 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 $588,750 of UniGen Common Stock (495,000 shares), at cost. The value of the premium related to the fair value of the warrant will accrete over the life of the debentures.
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UniGen has confirmed that prototype design engineering for the UPI 1000 NG engine is now complete. Parts and tooling have arrived, and continue to arrive weekly.
Engineering work is on hold, while UniGen concentrates on its next round of capital raising.
UniGen is a high risk investment offering high potential investment return when successful.
Based on a 96 core “super computer “ simulated test together with advanced software, UniGen has confirmed that the UPI 1000 NG engine with the addition of recent 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 relatively clean natural gas but also with other even cleaner fuels such as ethanol and hydrogen (that emits only water).
James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lack significant UniGen control. They have two of the six UniGen Board of Directors seats or 33% and were elected in December 2019 to serve on the board of UniGen to closely monitor and 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.
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K, 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) our plans and expectations regarding future sales of hotel properties; and (vii) 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 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:
| ● | Virus Pandemic and its effect on the Travel Industry; | |
| ● | potential risk of investments, including the investment in UniGen; | |
| ● | inflation and economic recession;
| |
| ● | terrorist attacks or other acts of war; | |
| ● | local, national or international, political economic and business conditions, including, without limitation, conditions that may, or may continue to, affect public securities markets generally, the hospitality industry or the markets in which we operate or will operate; | |
| ● | available cash, supply chain issues, and increased labor costs for diversified clean energy development and production; | |
| ● | fluctuations in hotel occupancy rates; | |
| ● | changes in room rental rates that may be charged by InnSuites Hotels in response to market rental rate changes or otherwise; | |
| ● | seasonality of our hotel operations business; | |
| ● | our ability to sell any of our Hotels at market value, or at all; | |
| ● | interest rate fluctuations; | |
| ● | changes in, or reinterpretations of, governmental regulations, including, but not limited to, environmental and other regulations, the Americans with Disability Act, Covid-19 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; | |
| ● | concentration of our investments in the InnSuites Hotels® brand; | |
| ● | loss of membership contracts; | |
| ● | 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; | |
| ● | 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; | |
| ● | effectiveness of the Trust’s software and cyber security; |
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| ● | 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; | |
| ● | terrorist attacks or other acts of war; | |
| ● | 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; | |
| ● | transportation and fuel price increases; | |
| ● | adequacy of insurance coverage and increases in cost for 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 ever-changing tax laws. |
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-K relating to the operations of the Partnership.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
All other schedules are omitted, as the information is not required or is otherwise furnished.
| 18 |
INNSUITES HOSPITALITY TRUST
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements of InnSuites Hospitality Trust are included in Item 8:
| 19 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of InnSuites Hospitality Trust:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of InnSuites Hospitality Trust (the “Company”) as of January 31, 2023 and 2022 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years in the period ended January 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended January 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S BF Borgers CPA PC
We have served as the Company’s auditor since 2022
May 1, 2023
| 20 |
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2023 | JANUARY 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Employee Retention Credit Receivable | ||||||||
| Current Portion of Note Receivable (net) | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| Note Receivable (net) | ||||||||
| Operating Lease – Right of Use | ||||||||
| Finance 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 | ||||||||
| Current Portion of Finance Lease Liability | ||||||||
| Total Current Liabilities | ||||||||
| Notes Payable - Related Party | ||||||||
| Mortgage Notes Payable, net of Discount | ||||||||
| Other Notes Payable | ||||||||
| Operating Lease Liability, net of current portion | ||||||||
| Finance 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 January 31, 2023 and January 31, 2022, respectively | ||||||||
| Treasury Stock, and shares held at cost at January 31, 2023 and January 31, 2022, respectively | ( | ) | ( | ) | ||||
| TOTAL TRUST SHAREHOLDERS’ EQUITY | ||||||||
| NON-CONTROLLING INTEREST | ( | ) | ( | ) | ||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See accompanying notes to these consolidated financial statements
| 21 |
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| FOR THE YEARS ENDED | ||||||||
| JANUARY 31, | ||||||||
| 2023 | 2022 | |||||||
| REVENUE | ||||||||
| Room | $ | $ | ||||||
| Food and Beverage | ||||||||
| Management and Trademark Fees | ||||||||
| Other | ||||||||
| TOTAL REVENUE | ||||||||
| OPERATING EXPENSES | ||||||||
| Room | ||||||||
| Food and Beverage | ||||||||
| Telecommunications | ||||||||
| General and Administrative | ||||||||
| Sales and Marketing | ||||||||
| Repairs and Maintenance | ||||||||
| Hospitality | ||||||||
| Utilities | ||||||||
| Depreciation | ||||||||
| Real Estate and Personal Property Taxes, Insurance and Ground Rent | ||||||||
| Sales and Occupancy Tax | ||||||||
| Other | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| Other Income | ||||||||
| Interest Income | ||||||||
| PPP Loan Forgiveness | ||||||||
| TOTAL OTHER INCOME | ||||||||
| Interest on Mortgage Notes Payable | ||||||||
| Interest on Notes Payable- Related Party | ||||||||
| Interest on Other Notes Payable | ||||||||
| TOTAL INTEREST EXPENSE | ||||||||
| CONSOLIDATED NET (LOSS) INCOME BEFORE EMPLOYEE RETENTION CREDIT | ( | ) | ||||||
| Employee Retention Credit | ||||||||
| Sales and Occupancy Taxes | ||||||||
| Income Tax Benefit | ||||||||
| CONSOLIDATED NET INCOME | $ | $ | ||||||
| LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | $ | $ | ||||||
| NET INCOME ATTRIBUTABLE TO CONTROLLING INTERESTS | $ | $ | ||||||
| NET INCOME PER SHARE – BASIC & DILUTED | $ | $ | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED | ||||||||
See accompanying notes to these consolidated financial statements
| 22 |
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED JANUARY 31, 2023 and 2022
| Shares of Beneficial Interest | Treasury Stock | Trust Shareholders’ | Non-Controlling | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Equity | Interest | Equity | ||||||||||||||||||||||
| Balance, January 31, 2021 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Shares of Beneficial Interest Issued for Services Rendered | - | |||||||||||||||||||||||||||
| Dividends | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||
| Transfer of Ownership Interest in Subsidiary, net | - | ( | ) | |||||||||||||||||||||||||
| Purchase of Treasury Stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Retirement of Treasury Shares | - | ( | ) | (9,568,485 | ) | |||||||||||||||||||||||
| Dissolution of RHL | - | - | ||||||||||||||||||||||||||
| Reallocation of Non-Controlling Interests and Other | - | - | ( | ) | ||||||||||||||||||||||||
| Balance, January 31, 2022 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Shares of Beneficial Interest | Treasury Stock | Trust Shareholders’ | Non-Controlling | Total | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Equity | Interest | Equity | ||||||||||||||||||||||
| Balance, January 31, 2022 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Purchase of Treasury Stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Shares of Beneficial Interest Issued for Services Rendered | ||||||||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Sales of Ownership Interests in Subsidiary, net | ||||||||||||||||||||||||||||
| Distribution to Non-Controlling Interests | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to these consolidated financial statements
| 23 |
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| FOR THE YEARS ENDED | ||||||||
| JANUARY 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Consolidated Net Income | $ | $ | ||||||
| Adjustments to Reconcile Consolidated Net Income to Net Cash Provided By Operating Activities: | ||||||||
| Oher Notes Payable Correction | ||||||||
| PPP Loan Forgiveness | ( | ) | ||||||
| Employee Retention Credit | ( | ) | ( | ) | ||||
| Stock-Based Compensation | ||||||||
| Depreciation | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Receivable | ( | ) | ||||||
| Income Tax Receivable | ||||||||
| Prepaid Expenses and Other Assets | ( | ) | ||||||
| Operating Lease | ( | ) | ||||||
| Finance Lease | ( | ) | ( | ) | ||||
| Accounts Payable and Accrued Expenses | ( | ) | ||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Improvements and Additions to Hotel Properties | ( | ) | ( | ) | ||||
| Payments on Investments in Unigen | ( | ) | ( | ) | ||||
| Dissolution of RHL | ||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Principal Payments on Mortgage Notes Payable | ( | ) | ( | ) | ||||
| Borrowings on Mortgage Notes Payable | ||||||||
| Payments on Notes Payable - Related Party | ( | ) | ( | ) | ||||
| Borrowings on Note Payable - Related Party | ||||||||
| Payments on Other Notes Payable | ( | ) | ( | ) | ||||
| Borrowings on Other Notes Payable | ||||||||
| Payment of Dividends | ( | ) | ( | ) | ||||
| Distributions to Non-Controlling Interest Holders | ( | ) | ||||||
| Sale of Ownership Interest in Subsidiary, net | ||||||||
| Repurchase of Treasury Stock | ( | ) | ( | ) | ||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| NET INCREASE (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 these consolidated financial statements
| 24 |
INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED JANUARY 31, 2023 AND 2022
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
As
of January 31, 2023, InnSuites Hospitality Trust (the “Trust”, “IHT”, “we”, “us” or “our”)
is a publicly traded unincorporated Ohio real estate investment trust (REIT) with two hotels IHT owns 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 (the “Hotels”) operated under the federally trademarked name “InnSuites” as well as operating
under the brand name “Best Western”. The Trust and its shareholders hold a $
Hotel Operations:
Full service hotels often contain upscale full-service facilities with a large volume of full service accommodations, on-site full-service restaurant(s), and a variety of on-site amenities such as swimming pools, a health club, children’s activities, ballrooms and on-site conference facilities. Moderate or limited-service hotels are small to medium-sized hotel establishments that offer a limited amount of on-site amenities. Most moderate or limited service establishments may still offer full service accommodations. The Trust considers its Tucson, Arizona hotel and our hotel located in a subsidiary of Albuquerque, New Mexico to be moderate or limited service hotels. IHT provides management services and marketing.
Our Tucson, Arizona Hotel and our Hotel located in Albuquerque, New Mexico are moderate service hotels. Both hotels offer swimming pools, fitness centers, business centers, and complimentary breakfast. In addition, the Hotels offer complementary social 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 Partnership, a Delaware limited partnership (the “Partnership”), and owned
a
RRF Limited Partnership, a 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 Partnership 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, and replacement cost.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
These 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 wholly-owned subsidiaries. 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 financial statements of the Partnership and the entities listed below are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.
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| IHT OWNERSHIP % | ||||||||
| ENTITY | DIRECT | INDIRECT (i) | ||||||
| Albuquerque Suite Hospitality, LLC | % | |||||||
| Tucson Hospitality Properties, LLLP | % | |||||||
| RRF Limited Partnership | % | |||||||
| (i) |
The Trust has evaluated subsequent events through the date of the filing of its Form 10-K with the Securities and Exchange Commission. Other than those events disclosed indicating the recovery of economic and business activity, and continuing progress by UniGen in 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.
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 Trust 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.
NON-CONTROLLING INTEREST
Non-controlling
interest in the Trust represents the limited partners’ proportionate share of the capital and earnings of the Partnership and the
two hotels. Income or loss is allocated to the non-controlling interest based on a weighted average ownership percentage in the entities
throughout the period, and capital is allocated based on the ownership percentage at year-end. Any difference between the weighted average
and point-in-time allocations is presented as a reallocation of non-controlling interest as a component of shareholders’ equity.
PARTNERSHIP AGREEMENT
The
Partnership Agreement of the 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 January 31, 2023 and 2022,
On
February 1, 2021, an investor sold
On
July 27, 2021, an investor converted
On
January 31, 2023, the total IHT Shares of Beneficial Interest are
LIQUIDITY
The Trust’s principal source of cash to meet its cash requirements is revenues from hotel room reservations 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, will depend upon the ability of the Trust and the Partnership’s ability to generate sufficient cash flow from hotel operations and to service debt, as well as to generate funds from repayment of intercompany advances and sale of assets. The Covid-19 Virus (the “Virus”) as of March 15, 2020, had previously disrupted the quarterly distributions from both the Albuquerque and Tucson hotels. These quarterly distributions from both the Albuquerque and Tucson hotels resumed February 15, 2022.
| 26 |
At a future date, the Trust may receive cash from hotel and/or energy operations and/or full or partial sale of one or both hotels, and/or its investments.
As
of January 31, 2023, the Trust had a related party Demand/Revolving Line of Credit/Promissory Note with an amount payable of
$
As
of January 31, 2023, the Trust had an amount receivable of the Advances to Affiliate credit facility of approximately $
As
of January 31, 2023, the Trust had three Revolving lines of Credit totaling $
With
approximately $
There can be no assurance that the Trust will be successful selling properties, refinancing debt 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 certain of our assets to meet liquidity needs, which may not be on terms that are favorable.
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of 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.
| 27 |
The Trust’s operations are affected by numerous factors, including the economy, inflation, virus/pandemic, competition in the hotel industry and the effect of the economy and interest rates, 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, recoverability of long-lived assets, interest rates affecting discounting of future funds to the current types of inflation, 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 indicates 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.
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 for the Fiscal Years ended January 31, 2023, and January 31, 2022, respectively.
CASH
The Trust believes it places its cash only with high credit quality financial institutions, although these balances periodically exceed federally insured limits.
COST METHOD INVESTMENT IN PRIVATE COMPANY STOCK
Investment in private company stock consists of equity securities recorded at fair value. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. We analyze our marketable securities in accordance with Accounting Standard Codification 321 (“ASC 321”). Valuations for private company stock are based on quoted prices for identical assets in active markets. Where marketable securities were found not be part of an actively traded market, we made a measurement alternative election and estimate the fair value at cost of the investment minus impairment.
During
the Fiscal Quarter ended January 31, 2023, warrants were exercised for $
| 28 |
REVENUE RECOGNITION
Hotel and Operations
Revenues are primarily derived from the sources below and are recognized as services are rendered and when collectability is reasonably assured. 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 cancelable 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 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.
ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts
receivable are carried at original amounts billed less an estimate made for doubtful accounts based on a review of outstanding amounts
on a quarterly basis (net realizable value). Management generally records an allowance for doubtful accounts for
| 29 |
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. 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 16).
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.
In addition, IHT Restricted Shares were issued to each of the Trust’s three accountants, and restricted IHT Shares to each of the three IHT employees. The shares were fully vested at January 31, 2023.
| Restricted Shares | ||||||||
| Shares | Price on date of grant | |||||||
| Balance at January 31, 2021 | - | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | ||||||||
| Balance of unvested awards at January 31, 2022 | ||||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Balance of unvested awards at January 31, 2023 | ( | ) | ||||||
| - | ||||||||
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. InnSuites Hospitality Trust continues its Company Stock Buyback Plan allowed within the NYSE American limitations.
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INCOME TAXES
The Trust is subject to federal and state corporate income taxes, and accounts for deferred taxes utilizing an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment (see Note 18).
DIVIDENDS AND DISTRIBUTIONS
In
Fiscal Years 2023 and 2022, the Trust paid a semi-annual dividend of $ per share each, at the end of the second Fiscal quarter and
at the end of the fourth Fiscal quarter for a total annual dividend of $ for each Fiscal Year in the amounts of $
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 Fiscal Years ended January 31, 2023 and 2022, 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 years ended January 31, 2023 and 2022. These Shares of Beneficial Interest issuable upon conversion of the Class A and Class B Partnership units were anti-dilutive during the years ended January 31, 2023 and 2022 and are excluded in the calculation of diluted earnings per share for those periods.
SEGMENT REPORTING
The Chief Operating Decision Maker (“CODM”), Mr. Wirth, CEO of the Trust, has determined that the Trust hotel ownership, Operations, and Management Services are comprised of one reportable segment, Hotel Operations & Hotel Management Services (continuing operations) segment that has ownership interest in two hotel properties with an aggregate of 270 suites in Arizona and New Mexico.
The Trust has chosen to focus its hotel investments on the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.
ADVERTISING COSTS
Amounts
incurred for advertising costs are expensed as incurred. Advertising expense totaled approximately $
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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. | |
| ● | 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 audited 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 3 inputs.
3. SALE OF OWNERSHIP INTERESTS IN ALBUQUERQUE SUBSIDIARY
On
July 22, 2010, the Board of Trustees unanimously approved, with Mr. Wirth abstaining, for the Partnership to enter into an agreement
with Rare Earth Financial, LLC (“Rare Earth”), an affiliate of Mr. Wirth, to sell units in Albuquerque Suite Hospitality,
LLC (the “Albuquerque entity”), which owns and operates the Albuquerque, New Mexico hotel property. Under the agreement,
Rare Earth agreed to either purchase or bring in other investors to purchase at least
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On
December 9, 2013, the Trust entered into an updated restructuring agreement with Rare Earth to allow for the sale of additional interest
units in the Albuquerque entity for $
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 May 27, 2022 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 $
Three
Class A units were sold back to the Trust during the Fiscal Year ended January 31, 2023 for $
4. SALE OF OWNERSHIP INTERESTS IN TUCSON HOSPITALITY PROPERTIES SUBSIDIARY
On
February 17, 2011, the Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest
units in Tucson Hospitality Properties, LP (the “Tucson entity”), which operates the Tucson Oracle hotel property, then wholly
owned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to
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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 $
If
certain triggering events related to the Tucson entity occur prior to the payment of all accumulated distributions to its members, such
accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. In
the event that funds generated from a triggering event are insufficient to pay the total amount of all such accumulated distributions
owed to the members, all Class A members will participate pro rata in the funds available for distribution to them until paid in full,
then Class B, and then Class C. After all investors have received their initial capital plus a
As
of January 31, 2023, the Partnership held a
5. 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.
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During the Fiscal Years ended January 31, 2023, and January 31, 2022, neither the Trust nor the Partnership have provided any implicit or explicit financial support for which they were not previously contracted, respectively. Both the Partnership and the Trust provided mortgage loan guarantees which allow our properties to obtain new financing as needed, including the refinance of the Tucson Hotel on March 29, 2022.
The following table includes assets that can only be used to settle the liabilities of Albuquerque Suites Hospitality LLC (Albuquerque Hotel) and the creditors have no recourse to the Trust. These assets and liabilities, with the exception of the intercompany accounts, which are eliminated upon consolidation with the Trust, are included in the accompanying consolidated balance sheets.
| January 31, | ||||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Prepaid Expenses and Deposits | ||||||||
| Hotel Properties, Net | ||||||||
| Operating Lease -Right of Use | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Other Notes Payable | ||||||||
| Operating Lease Liability (ASC 842) | ||||||||
| Mortgage Notes Payable | ||||||||
| Total Liabilities | $ | $ | ||||||
| Equity | ( | ) | ( | ) | ||||
| Liabilities & Equity | $ | $ | ||||||
6. NOTES RECEIVABLE
Sale of IBC Hospitality Technologies; IBC Hotels LLC (IBC)
On
August 15, 2018 InnSuites Hospitality Trust (IHT) entered into a final 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 $
| ● | No interest accrued through May 2023, and no payments on the note receivable including principal and interest based on the recently extended time period are due through May 2023. | |
| ● | 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. | |
| ● | ||
| ● | The note matures on June 1, 2024 | |
| ● | Future payments on this note are shown in the table below. |
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| FISCAL YEAR | ||||
| 2023 | $ | |||
| 2024 | ||||
| $ | ||||
As of January 31, 2023, management evaluated the carrying value of the note determined no further impairment is needed at this time. This is detailed further with an extension to May 2023, which allows time for IBC to benefit from the current rebound in the travel, hospitality services, and hotel industries currently being experienced.
IHT has no managerial control nor does IHT have the ability to direct the operations or capital requirements of IBC as of August 1, 2018.
7. 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
IHT
may fund a $
The
total of all stock ownership upon conversion of the note receivable is
On
the Trust’s balance sheet, the investment of the $
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
During
the year ended January 31, 2023, the Trust reinvested $
As
of January 31, 2023, IHT held common shares of UniGen, purchased at a cost of $
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.
8. PROPERTY AND EQUIPMENT
As of January 31, 2023 and January 31, 2022, hotel properties consisted of the following:
January 31, 2023 | January 31, 2022 | |||||||
| Land | $ | $ | ||||||
| Building and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Total hotel properties | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Hotel properties, net | ||||||||
As of January 31, 2023 and January 31, 2022, property and equipment consisted of the following:
| January 31, 2023 | January 31, 2022 | |||||||
| Land | $ | $ | ||||||
| Building and improvements | ||||||||
| Furniture, fixtures and equipment | ||||||||
| Total property, plant and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property, Plant and Equipment, net | $ | $ | ||||||
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9. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets are carried at historical cost and are expected to be consumed within one year. As of January 31, 2023, and 2021, prepaid expenses and other current assets consisted of the following:
| January 31, 2023 | January 31, 2022 | |||||||
| Tax and Insurance Escrow | $ | $ | ||||||
| Deposits | ||||||||
| Prepaid Insurance | ||||||||
| Prepaid Workman’s Compensation | ||||||||
| Miscellaneous Prepaid Expenses | ||||||||
| Total Prepaid Expenses and Current Assets | $ | $ | ||||||
10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of January 31, 2023 and 2020, accounts payable and accrued expenses consisted of the following:
| January 31, 2023 | January 31, 2022 | |||||||
| Accounts Payable | $ | $ | ||||||
| Accrued Salaries and Wages | ||||||||
| Accrued Vacation | ||||||||
| Income Tax Payable | ||||||||
| Accrued Interest Payable | ||||||||
| Advanced Deposits | ||||||||
| Accrued Property Taxes | ||||||||
| Sales Tax Payable | ||||||||
| Accrued Other | ||||||||
| Total Accounts Payable and Accrued Expenses | $ | $ | ||||||
11. MORTGAGE NOTES PAYABLE
On
January 31, 2022, the Trust had a mortgage note payable outstanding with respect to the Tucson Hotel. The mortgage note payable has a
scheduled maturity date in June 2042. Weighted average annual interest rates on mortgage notes payable as of January 31, 2022 was
On
June 29, 2017, Tucson Oracle entered into a $
On
March 29, 2022 Tucson Hospitality Properties LLLP,
The following table summarizes the Trust’s mortgage notes payable, net of debt discounts, as of January 31, 2023:
| 2023 | 2022 | |||||||
| Mortgage note payable, due in monthly installments of $ | $ | $ | ||||||
| Mortgage note payable, due in monthly installments of $ | ||||||||
| Totals: | $ | $ | ||||||
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As
of January 31, 2023, and January 31, 2022, the mortgage loan balance was approximately $
On
December 2, 2019, Albuquerque Suites Hospitality, LLC entered into a $
See Note 15 – “Minimum Debt Payments” for scheduled minimum payments on the mortgage notes payable.
12. NOTES PAYABLE TO BANKS
On
October 17, 2017, the Trust entered into a Business Loan Agreement with Republic Bank of Arizona for a revolving line of credit for $
On
October 17, 2017 Albuquerque Suite Hospitality LLC (the Albuquerque Hotel) entered into a Business Loan Agreement with Republic Bank
of Arizona for a revolving line of credit for $
On
October 17, 2017 Tucson Hospitality Properties LLLP (the Tucson Hotel) entered into a Business Loan Agreement for a revolving line of
credit for $
13. RELATED PARTY NOTES
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 at
14. OTHER NOTES PAYABLE
As of January 31, 2023, the Trust had $ in promissory notes outstanding to unrelated third parties arising from the repurchase of Class A Partnership units in privately negotiated transactions. Typically these promissory notes would bear interest at % per year and are due in varying monthly payments through .
As
of January 31, 2023, the Trust had a $
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On
July 1, 2019, the Trust and the Partnership together entered into an unsecured loan totaling $
On
July 1, 2019, the Trust and Partnership together entered into an unsecured loan, totaling $
As
a result of the Virus Pandemic, and the subsequent Legislation passed within the CARES Act of 2020, the Trust applied for and received
Small Business Administration (“SBA”) loans through the Paycheck Protection Program (“PPP”). Loans in the amount
of approximately $
As
of January 31, 2021 the PPP Loan in other income received by the Trust was fully forgiven in the amount of approximately $
On
March 5, 2021, the Albuquerque hotel received another PPP Loan in the amount of $
See Note 15 – “Minimum Debt Payments” for scheduled minimum payments on the debt liabilities.
15. MINIMUM DEBT PAYMENTS
Scheduled minimum payments of debt, net of debt discounts, as of January 31, 2023 are approximately as follows in the respective Fiscal Years indicated:
| FISCAL YEAR | MORTGAGES | OTHER NOTES PAYABLE | NOTES PAYABLE - RELATED PARTY | TOTAL | ||||||||||||
| 2024 | ||||||||||||||||
| 2025 | ||||||||||||||||
| 2026 | ||||||||||||||||
| 2027 | ||||||||||||||||
| 2028 | ||||||||||||||||
| Thereafter | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
16. LEASES
The Trust has operating leases for its corporate offices in Phoenix, Arizona and land leased in Albuquerque, New Mexico, and a cable equipment finance lease in Tucson, Arizona. The Trust’s corporate office lease includes options to extend or terminate the leases and the Trust includes these options in the lease term when it is reasonably certain to exercise that option. All leases are non-cancelable.
Operating Leases
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The
Trust’s Albuquerque Hotel is subject to non-cancelable ground lease.
The Trust’s Operating Lease costs recognized in the consolidated statement of operations for the year ended January 31, 2023 consist of the following:
| Fiscal Year Ended | ||||
| January 31, 2023 | ||||
| Operating Lease Costs: | ||||
| Operating lease cost* | ||||
Supplemental cash flow information is as follows:
| Fiscal Year Ended | ||||
| January 31, 2023 | ||||
| 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) | January 31, 2023 | |||
| Operating leases | ||||
| Weighted average discount rate | % | |||
| Operating leases | ||||
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Finance Leases
The Trust’s Finance Lease costs recognized in the Consolidated Statement of Income for the Fiscal Year ended January 31, 2023 consist of the following:
| Fiscal Year Ended | ||||
| January 31, 2023 | ||||
| Finance Lease Costs: | ||||
| Amortization of right-of-use assets | $ | |||
| Interest on lease obligations | ||||
Supplemental cash flow information is as follows:
| Fiscal Year Ended | ||||
| January 31, 2023 | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from finance leases | $ | |||
| Lease obligations: | ||||
| Finance leases, net | $ | |||
| Long-term obligations | $ | |||
Weighted average remaining lease terms and discount rates were as follows:
| Weighted average remaining lease term (years) | January 31, 2023 | |||
| Finance leases | 1 | |||
| Weighted average discount rate | % | |||
| Finance leases | ||||
The aggregate future lease payments for Finance Lease Liability as of January 31, 2023 are as follows:
| For the Years Ending January 31, | ||||
| 2024 | ||||
| Total minimum lease payments | $ | |||
| Less: amount representing interest | ||||
| Total present value of minimum payments | ||||
| Less:current portion | $ | |||
| Long term portion of finance lease liability | ||||
The aggregate annual lease obligations at January 31, 2023 are as follows:
| Fiscal Year | Operating Leases | Finance Leases | ||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total Undiscounted Lease Obligations | ||||||||
| Less Imputed Interest | ||||||||
| Net Lease Obligations | $ | $ | ||||||
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17. 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, therefore. 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.
On
January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934,
as amended, for the purchase of up to
For the years ended January 31, 2023 and 2022, 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. The Trust remains authorized to repurchase an additional Partnership units and/or Shares of Beneficial Interest pursuant to the publicly announced share repurchase program, which has no expiration date. Repurchased Shares of Beneficial Interest are accounted for as treasury stock in the Trust’s Consolidated Statements of Shareholders’ Equity.
18. FEDERAL INCOME TAXES
The
Trust and subsidiaries have income tax net operating loss carryforwards of approximately $
The Trust amended the federal and state income tax returns for tax years 2017 and 2018, resulting in a recalculation of the net operating loss carry-forward. The impact of the amended returns are reflected in the below data.
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Total and net deferred income tax assets on January 31,
| 2023 | 2022 | |||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Bad debt allowance | ||||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Syndications | ||||||||
| Prepaid insurance | ||||||||
| Alternative minimum tax credit | ||||||||
| Total deferred tax asset | ||||||||
| Deferred income tax liability associated with book/tax | ( | ) | ( | ) | ||||
| Net deferred income tax asset | ||||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
Income taxes for the year ended January 31,
| 2023 | 2022 | |||||||
| Current income tax benefit | ( | ) | ( | ) | ||||
| Deferred income tax provision | ||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||
| Net income tax benefit | ( | ) | ( | ) | ||||
The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2023:
| 2023 | ||||||||
| Amount | Percent | |||||||
| Federal statutory rates | $ | % | ||||||
| State income taxes | ( | ) | % | |||||
| Change in valuation allowance | - | % | ||||||
| True-up in prior year returns | % | |||||||
| Effective Rate | % | |||||||
The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2022:
| 2022 | ||||||||
| Amount | Percent | |||||||
| Federal statutory rates | $ | - | % | |||||
| State income taxes | - | % | ||||||
| Change in valuation allowance | ( | ) | % | |||||
| True-up in prior year returns | % | |||||||
| Effective Rate | % | |||||||
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 $
| 44 |
19. OTHER RELATED PARTY TRANSACTIONS
As
of January 31, 2023 and January 31, 2022, Mr. Wirth and his affiliates held
As
of January 31, 2023 and January 31, 2022, the Trust owned
The
Trust directly manages the Hotels through the Trust’s majority-owned subsidiary, RRF Limited Partnership. 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
During
the Fiscal Years ended January 31, 2023 and 2022, the Trust paid Berg Investment Advisors $
The
Trust employs part time, an immediate family member of Mr. Wirth, Brian James Wirth, who provides IT Technology support services to the
Trust, receiving a $
20. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the estimated fair values of the Trust’s debt instruments, based on rates currently available to the Trust for bank loans with similar terms and average maturities, and the associated carrying value recognized in the consolidated balance sheets at January 31, 2023 and 2022:
| 2023 | 2022 | |||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
| Mortgage Notes Payable | $ | $ | $ | $ | ||||||||||||
| Other Notes Payable | $ | $ | $ | $ | ||||||||||||
| Notes Payable - Related Party | $ | $ | $ | $ | ||||||||||||
21. SUPPLEMENTAL CASH FLOW DISCLOSURES
| 2023 | 2022 | |||||||
| Cash Paid for Interest | $ | $ | ||||||
| Notes Payable | $ | $ | ||||||
22. COMMITMENTS AND CONTINGENCIES
Restricted Cash:
The
Trust is obligated under a loan agreement relating to the Tucson Oracle property to deposit
Membership Agreements:
InnSuites
Hotels has 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, all 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 by either party. Best Western requires that the hotels meet certain
requirements for room quality, and the Hotels are subject to removal from its reservation system if these requirements are not met. The
Hotels with third-party membership agreements received significant reservations through the Best Western reservation system. Under these
arrangements, fees paid for membership fees and reservations were approximately $
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Litigation:
The Trust is 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 unaudited 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 unaudited condensed consolidated financial position, results of operations or liquidity of the Trust.
Indemnification:
The Trust has entered into indemnification agreements with all of 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 director 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 director 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.
The
Trust compensates its three non-employee Trustees for their services through grants of restricted Shares. The aggregate grant date fair
value of these Shares was $
On
May 31, 2022, 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 $
In addition, IHT Restricted Shares were issued to each of the Trust’s three accountants, and restricted IHT Shares to each of the three IHT employees. The shares were fully vested at January 31, 2023.
See Note 2 – “Summary of Significant Accounting Policies” for information related to grants of restricted shares under “Stock-Based Compensation.”
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24. COVID-19 DISCLOSURE
COVID-19 had a material detrimental impact on our business, financial results and liquidity, in Fiscal Year 2021, ended January 31, 2021.
COVID-19 and its consequences had dramatically reduced travel and demand for hotel rooms, in Fiscal Year 2021. We believe that lodging demand and revenue level have now significantly recovered.
In Fiscal Year 2022, ended January 31, 2022, COVID-19 had shrinking impact on our business, financial results and liquidity. Fiscal Year 2023, starting February 1, 2022 and ending January 31, 2023, showed a significant strong rebound and encouraging progress, with signs of future additional recovery completed. The start of Fiscal Year 2024, starting February 1, 2023 and ending January 31, 2024, has shown no ill effects from the pandemic whatsoever.
COVID-19 and its consequences previously reduced travel and demand for hotel rooms, which previously had an impact our business, operations, and financial results. We believe that lodging demand and revenue level is rebounding and close to fully recovery. The extent to which COVID-19 currently impacts our business, operations, and financial results, including the duration and magnitude of such effects, is diminished. The negative impact COVID-19 had on global and regional economies and economic activity, including the duration and magnitude of its impact on consumer discretionary spending has been reduced significantly, and its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence is no longer considered a major factor for Fiscal Year 2024, (February 1, 2023 to January 31, 2024).
25. OCCUPANCY TAX LIABILITY REVERSAL
Sales
and occupancy tax expenses decreased approximately $
No additional assessments have transpired since September 2020. Management has assessed the materiality of the discrepancy on prior reported periods and has concluded it is qualitatively immaterial to the readers of our Consolidated Financial Statements.
26. EMPLOYEE RETENTION TAX CREDIT
The Trust has become aware of 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 impacted by the Virus and who paid Employment Taxes, while trying 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 will be receiving a
substantial amount in a combination of Employment Tax Refunds and Credits, for the two calendar years 2020, and 2021, respectively. As
a result,
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27. SUBSEQUENT EVENTS
The Trust intends to maintain its current conservative dividend policy. The Trust currently is, and has, been paying two semi-annual dividends each Fiscal Year totaling $ per share per Fiscal Year. In the Fiscal Years ended January 31, 2023 and 2022, the Trust paid dividends of $ per share per share in each of the second and the fourth quarters. The Trust has paid dividends each Fiscal Year since its inception in 1971. The Trust paid the scheduled semi-annual $ dividend payable on July 29, 2022, as well as February 1, 2023, and is once again anticipated for July 31, 2023.
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.
Subsequent
to the Fiscal Year ended January 31, 2023 the Trust repurchased Shares of Beneficial Interest on the open market for a total
cash repurchase price of approximately $
Hotel
Operation results of the Albuquerque Hotel and the Tucson Hotel both achieved record results for the Fiscal Year ended January 31, 2023.
Increased record results are expected for the two hotels, during the Fiscal Year 2024, ending January 31, 2024. IHT reported a strong annual improvement of results in Fiscal Year 2023, (February 1, 2022, to January 31, 2023),
with Net Income Attributable to Controlling Interests doubling, increasing by
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. 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 January 31, 2023.
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.
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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, 2022. 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 January 31, 2023.
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 by hiring a new Chief Financial Officer, and in Fiscal 2023 a Corporate Assistant Controller, and Two 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 need to take appropriate and reasonable additional steps to make necessary improvements to our Accounting staff and internal control over financial reporting, which will require management to support the hiring and training of sufficient personnel with appropriate training and expertise in accounting principles generally accepted in the United States. This increase to staffing and training will allow 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, ineffective 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; and
| |
| ● | IHT previously filled the previously vacant position of Chief Financial Officer (CFO), to assist with the Trust’s internal controls oversight. | |
| ● | IHT created and filled the position of Assistant Controller, to further assist with the Trust’s internal controls oversight, and process accounting. |
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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 that may be identified. These remediation efforts were implemented throughout Fiscal Year 2023. Additional strengthening is expected in the current Fiscal Year 2024, as well.
Despite the deficiencies reported above, our management believes that our financial statements included in this Annual Report on Form 10-K for the Fiscal Year ended January 31, 2023 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 no changes in our internal control over financial reporting during our most recently completed Fiscal quarter ended January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We had significant turnover in our accounting department over the last 24 months, with the several new additions aforementioned above. These new additions should assist with the Trust’s stability, technical accounting, and internal control issues.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Trustees and Executive Officers
The following table sets forth information about our Trustees and executive officers. The information concerning our Trustees and executive officers set forth below is based in part on information received from the respective Trustees and executive officers and in part on our records. The information below sets forth the name, age, term of office, outside directorships and principal business experience for each Trustee and executive officer of the Trust and includes the specific experience, qualifications, attributes, and skills that led to the conclusion that each Trustee should serve on our Board of Trustees, in light of the Trust’s business and structure.
| Name | Principal Occupations During Past Five Years, Age as of May 1, 2023 and Directorships Held |
Trustee Since | ||
| Trustees Whose Terms Expire in 2025 | ||||
| James F. Wirth | Chairman and Chief Executive Officer of the Trust since January 30, 1998, also serving as President of the Trust from 1998 to 2012, and since 2016. Manager and primary owner (together with his family affiliates) of Rare Earth Financial, L.L.C. and affiliated entities, owners and operators of hotels, since 1980. Age: 77.
Mr. Wirth has significant real estate and hotel industry experience, including Division President of Ramada Hotels, Inc., and extensive experience with the Trust. He holds an MBA from Carnegie Mellon University, Tepper School of Business. Mr. Wirth has a significant investment in our Shares, which we believe provides him with a strong incentive to advance shareholder interests. In addition, Mr. Wirth has served on our Board for more than 25 years. |
January 30, 1998 | ||
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| Leslie (Les) T. Kutasi (1)(2)(3)(4) | Chairman of the Audit Committee, as well as Founder and President of Trend-Tex International, a multi-line textile sales and marketing company. In 1996, Mr. Kutasi founded Pacesetter Fabrics, LLC, a start-up textile importer and converter, and served as its Chief Executive Officer until 2000. Prior to that, he served as President of California Textile Sales from 1990 to 1996. Mr. Kutasi has been a member of Young Presidents Organization Inc. (Arizona) since 2006. Age: 72.
Mr. Kutasi has more than 35 years of residential real estate and investment experience that is valuable to our Board. |
January 31, 2013 | ||
Trustees Whose Terms Expire in 2026 |
||||
Steven S. Robson (1)(2)(3)(5)
|
Owner of Scott Homes, residential real estate developers. Age: 66.
Mr. Robson has strategic leadership and residential real estate development experience as well as experience in negotiating complex transactions and maintaining mission, vision and values. In addition, Mr. Robson has served on our Board for more than 25 years. |
June 16, 1998 | ||
| Trustees Whose Terms Expire in 2024 | ||||
| Marc E. Berg | Vice Chairman, Executive Vice President, Secretary and Treasurer of the Trust since January 30, 1998. Vice President – Acquisitions and Dispositions of the Trust since December 16, 1998.
Prior to InnSuites, Mr. Berg was a wealth manager at Valley National Bank where his portfolio consisted of over half a billion dollars in equities, bonds and fixed income securities. Mr. Berg also worked at Young, Smith and Peacock, an investment banking firm, in public finance.
Mr. Berg has been qualified as a Registered Investment Advisor with the SEC and holds both an MBA (Finance) degree from the WP Carey Business School at Arizona State University as well as a Masters in International Management from the Thunderbird Graduate School of International Management. His undergraduate degree was a BSBA from American University in Washington, D.C.
Mr. Berg has in-depth familiarity with the operations of the Trust and extensive experience in property acquisitions and dispositions. In addition, Mr. Berg has served on our Board for over 25 years. Age: 71. |
January 30, 1998 | ||
| Jessie Ronnie (“JR”) Chase (1)(2)(3)(6) | Owner of Park Avenue Investments, a real estate investment firm since 2000. From 1993 – 2003, Mr. Chase provided investor and management expertise to the Trust.
With over 35 years of real estate investment and hospitality experience, including experience managing a variety of real estate assets, Mr. Chase brings to our Board wide-ranging and in-depth experience in hotel management companies, technology and operations. Age: 73. |
December 22, 2015 | ||
1 Member of the Audit Committee.
2 Member of the Compensation Committee.
3 Member of the Governance and Nominating Committee.
4 Chair of the Audit Committee.
5 Chair of the Compensation Committee.
6 Chair of the Governance and Nominating Committee.
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Other Executive Officers
Sylvin Lange
|
Chief Financial Officer, and Principal Accounting Officer of the Trust since September 7, 2020. Mr. Lange previously served as an Independent Consultant until becoming CFO.
For the last several years prior to joining the Trust in September 2020, Mr. Lange was an Independent Consultant providing Financial Analysis, Auditing, Tax Assistance and Advice, Regulatory Supervision, Financial Reporting Guidance, and Overall Accounting Direction; providing overall financial and operational consulting and support, to a variety of business enterprises. He has over 25 years of experience in finance, accounting, tax, auditing, and management.
Mr. Lange holds a bachelor’s degree in Business Administration with a Concentration in Accounting from California State University. He has served in steadily increasing roles of responsibility, including within the leadership and management teams at both US Airways, and JDA Software previously. Age: 50. |
We request that all of our Trustees attend our Annual Meetings of Shareholders. Board attendance was high, for each of the meetings held by the Board of Trustees and the Committees during Fiscal Year 2023. In addition, the independent Trustees are required to meet at least annually in executive session without the presence of non-independent Trustees and management.
Trustee Nominations and Qualifications
The Governance and Nominating Committee expects to identify nominees to serve as our Trustees primarily by accepting and considering the suggestions and nominee recommendations made by members of the Board of Trustees and our management and shareholders. Nominees for Trustees are evaluated based on their character, judgment, independence, financial or business acumen, diversity of experience, ability to represent and act on behalf of all of our shareholders, and the needs of the Board of Trustees. In accordance with its charter, the Governance and Nominating Committee discusses diversity of experience as one of many factors in identifying nominees for Trustee, but does not have a policy of assessing diversity with respect to any particular qualities or attributes. All of the current Trustees are men, due to the departure of one woman and the reduction of Board size to five, during fiscal 2019. The Governance and Nominating Committee has not identified any specific attributes that the Committee would desire to diversify on the Board. In general, before evaluating any nominee, the Governance and Nominating Committee first determines the need for additional Trustees to fill vacancies or expand the size of the Board of Trustees and the likelihood that a nominee can satisfy the evaluation criteria. The Governance and Nominating Committee would expect to re-nominate incumbent Trustees who have served well on the Board of Trustees and express an interest in continuing to serve. Our Board of Trustees is satisfied that the backgrounds and qualifications of our Trustees, considered as a group, provide a mix of experience, knowledge and abilities that allows our Board to fulfill its responsibilities.
The Governance and Nominating Committee will consider shareholder recommendations for Trustee nominees. A shareholder who wishes to suggest a Trustee nominee for consideration by the Governance and Nominating Committee should send a resume of the nominee’s business experience and background to Mr. Ronnie Chase, Chairperson of the Governance and Nominating Committee, InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is a “Shareholder-Board of Trustees Nominee.”
Leadership Structure of the Board of Trustees
Mr. Wirth, our Chief Executive Officer, currently serves as Chairman of the Board. Our Second Amended and Restated Declaration of Trust, as amended, provides that the Trustees shall annually elect a Chairman who shall be the principal officer of the Trust. Mr. Wirth has served as Chairman of our Board of Trustees and our Chief Executive Officer since January 30, 1998. Our Board of Trustees has determined that the Trust has been well-served by this structure of combined Chairman and Chief Executive Officer positions and that this structure facilitates strong and clear leadership, with a single person setting the tone of the organization and having the ultimate responsibility for all of the Trust’s operating and strategic functions, thus providing unified leadership and direction for the Board of Trustees and the Trust’s executive management. Our Chairman also has a significant investment in our Shares, which we believe provides him with a strong incentive to advance shareholder interests.
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The Trust does not have a lead independent Trustee but receives strong leadership from all of its members. Our Board Committees consist of three independent Trustee members, and our independent Trustees meet at least annually in executive session without the presence of non-independent Trustees and management. In addition, our Trustees take active and substantial roles in the activities of our Board of Trustees at the full Board meetings. Our Trustees are able to propose items for Board meeting agendas, and the Board’s meetings include time for discussion of items not on the formal agenda. Our Board believes that this open structure, as compared to a system in which there is a designated lead independent trustee, facilitates a greater sense of responsibility among our Trustees and facilitates active and effective oversight by the independent Trustees of the Trust’s operations and strategic initiatives, including any risks.
The Board’s Role in Risk Oversight
Our management devotes significant attention to risk management, and our Board of Trustees is engaged in the oversight of this activity, both at the full Board and at the Board Committee level. The Board’s role in risk oversight does not affect the Board’s leadership structure. However, our Board’s leadership structure supports such risk oversight by combining the Chairman position with the Chief Executive Officer position (the person with primary corporate responsibility for risk management).
Our Board’s role in the Trust’s risk oversight process includes receiving reports from members of senior management on areas of material risk to the Trust, including operational, financial, legal, and regulatory and strategic risks. The Board of Trustees requires management to report to the full Board (or an appropriate Committee) on a variety of matters at regular meetings of the Board and on an as-needed basis, including the performance and operations of the Trust and other matters relating to risk management. The Audit Committee also receives regular reports from the Trust’s independent registered public accounting firm on internal control and financial reporting matters. In addition, pursuant to its charter, the Audit Committee is tasked with reviewing with the Trust’s counsel major litigation risks as well as compliance with applicable laws and regulations, discussing with management its procedures for monitoring compliance with the Trust’s code of conduct, and discussing significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. These reviews are conducted in conjunction with the Board’s risk oversight function and enable the Board to review and assess any material risks facing the Trust.
Our Board also works to oversee risk through its consideration and authorization of significant matters, such as major strategic, operational, and financial initiatives and its oversight of management’s implementation of those initiatives. The Board periodically reviews with management its strategies, techniques, policies, and procedures designed to manage these risks. Under the overall supervision of our Board, management has implemented a variety of processes, procedures, and controls to address these risks.
Communications with the Board of Trustees
Shareholders and other interested parties who wish to communicate with the Board of Trustees or any individual member thereof may do so by writing to the Secretary, InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is an “Interested Party-Board of Trustees Communication.” The Secretary will review all such correspondence and regularly forward to the Board of Trustees a log and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Trustees or Committees thereof or that he otherwise determines requires their attention. Trustees may at any time review a log of all correspondence received by us that is addressed to members of the Board of Trustees and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our accounting department and handled in accordance with procedures established by the Audit Committee for such matters.
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Date of 2023 Annual Meeting of Shareholders and Shareholder Proposals
We expect that the 2023 Annual Meeting will be held in July or August, 2023. Therefore, the deadline for submitting shareholder proposals for inclusion in our proxy statement and form of proxy for the 2023 Annual Meeting will be on or before July 1, 2023, which we believe is a reasonable deadline for submission before we begin the printing and mailing of our proxy materials for the 2023 Annual Meeting. A shareholder who wishes to present a proposal at the 2023 Annual Meeting but does not wish to have that proposal included in our proxy statement and form of proxy relating to that meeting, will need to notify us of the proposal before July 1, 2023. When the date for the 2023 Annual Meeting is set, we will announce updated shareholder proposal deadlines. If notice of the proposal is not received by us by that date, then the proposal will be deemed untimely, and we will have the right to exercise discretionary voting authority and vote proxies returned to us with respect to that proposal.
Shareholders should submit their proposals to InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020, Attention: Mr. Marc Berg, Secretary.
Audit Committee Information and Audit Committee Financial Expert
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent auditors, including reviewing the scope and results of audit and non-audit services. The Audit Committee also reviews internal accounting controls and assesses the independence of our auditors. In addition, the Audit Committee has established procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal controls or auditing matters and the confidential, anonymous submission by our employees of any concerns regarding accounting or auditing matters. The Audit Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties. The Audit Committee met four (4) times during Fiscal Year 2023.
All members of the Audit Committee are “independent,” as such term is defined by the SEC’s rules and the NYSE American listing standards. The Board of Trustees has determined that Mr. Kutasi, a member of our Audit Committee, qualifies as an “audit committee financial expert” under applicable SEC rules. We have posted our Amended and Restated Audit Committee Charter on our Internet website at www.innsuitestrust.com. Information on our website is not part of this Amendment.
Audit Committee Report
The Audit Committee of the Board of Trustees has reviewed and discussed the audited consolidated financial statements included in the Trust’s Annual Report on Form 10-K for the Fiscal Years ended January 31, 2023 and 2022 with the management of the Trust. In addition, the Audit Committee has discussed with BF Borgers CPA PC (“BF Borgers”), the independent registered public accounting firm of the Trust, the matters required to be discussed under Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees. The Audit Committee has also received and reviewed the written disclosures and the letter from BF Borgers required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with BF Borgers its independence from the Trust, including the compatibility of any non-audit services with BF Borgers’s independence. The Audit Committee has also pre-approved the fees to be charged to the Trust by its independent auditors for audit services.
Based on the foregoing, the Audit Committee recommended that such audited consolidated financial statements be included in the Trust’s Annual Report for the Fiscal Year ended January 31, 2023.
By the Audit Committee of the Board of Trustees:
Les T. Kutasi, Chairman
Steven S. Robson
Ronnie Chase
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Code of Ethics for Senior Financial Officers
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Controller, and persons performing similar functions. We have posted our Code of Ethics for Senior Financial Officers on our website at www.innsuitestrust.com. We intend to satisfy all SEC and NYSE AMERICAN disclosure requirements regarding any amendment to, or waiver of, the Code of Ethics relating to our Chief Executive Officer and Chief Financial Officer and persons performing similar functions, by posting such information on our website unless the NYSE AMERICAN requires a Form 8-K. In addition, we have adopted a Code of Conduct and Ethics that applies to all of our employees, officers and Trustees. It is also available on our website at www.innsuitestrust.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our Trustees, executive officers, and beneficial holders of more than 10% of our Shares to file with the SEC initial reports of ownership and reports of subsequent changes in ownership. The SEC has established specific due dates for these reports, and we are required to disclose any late filings or failures to file during the last Fiscal Year.
Based solely on our review of the copies of such forms (and amendments thereto) furnished to us and written representations from reporting persons that no additional reports were required, we believe that all our Trustees, executive officers, and holders of more than 10% of the Shares complied with all Section 16(a) filing requirements during the Fiscal Year ended January 31, 2023, except as set forth above.
Item 11. EXECUTIVE COMPENSATION
Executive Compensation Overview
The following overview relates to the compensation of our executive officers listed in the Summary Compensation Table set forth below during Fiscal Year 2023. Our executive officers are James F. Wirth, Chairman of the Board, President and Chief Executive Officer, Marc E. Berg, Vice Chairman, Executive Vice President, Secretary, and Treasurer, and Sylvin Lange, Chief Financial Officer, (referred to below as our “executive officers”).
Overview of the Compensation Committee
The Compensation Committee of the Board of Trustees currently consists of three independent Trustees. The Committee sets the principles and strategies that serve to guide the design of the compensation programs for our executive officers. The Committee annually evaluates the performance of our executive officers. Taking into consideration the factors set forth below, the Committee then approves their compensation levels, including any bonuses. The Committee does not use an independent compensation consultant to assist it with its responsibilities. The Committee does consider input from the Chief Executive Officer when determining compensation for the other executive officers.
Compensation Philosophy and Objectives
Under the supervision of the Compensation Committee, we have developed and implemented compensation policies, plans and programs that seek to enhance our ability to recruit and retain qualified management and other personnel. In developing and implementing compensation policies and procedures, the Compensation Committee seeks to provide rewards for the long-term value of an individual’s contribution to the Trust. The Compensation Committee seeks to develop policies and procedures that offer both recurring and non-recurring, and both financial and non-financial, incentives.
Compensation for our executive officers has two main monetary components, salary, and bonus, as well as a benefits component. A base salary is a fixed compensation component subject to annual adjustment and review, if appropriate, that is designed to attract, retain, and motivate our executive officers and to align their compensation with market practices. As discussed below, for Fiscal Year 2022, the bonus component consisted of cash bonuses that were intended to incentivize performance, as described below.
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Our compensation program does not rely to any significant extent on broad-based benefits or prerequisites. The benefits offered to our executive officers are those that are offered to all of our full-time employees. We do not offer our executive officers any prerequisites.
Our management and the Compensation Committee work in a cooperative fashion. Management advises the Compensation Committee on compensation developments, compensation packages and our overall compensation program. The Compensation Committee then reviews, modifies, if necessary, and approves the compensation packages for our executive officers.
Elements of Compensation
In setting the compensation for each executive officer, the Compensation Committee considers (i) the responsibility and authority of each position relative to other positions within the Trust, (ii) the individual performance of each executive officer, (iii) the experience and skills of the executive officer, and (iv) the importance of the executive officer to the Trust.
Base Salary
We pay base salaries to our executive officers in order to provide a level of assured compensation reflecting an estimate of the value in the employment market of the executive officer’s skills, the demands of his or her position and the relative size of the Trust. In establishing base salaries for our executive officers, the Compensation Committee considers our overall performance and the performance of each individual executive officer, as well as market forces and other general factors believed to be relevant, including time between salary increases, promotion, expansion of responsibilities, advancement potential, and the execution of special or difficult projects. Additionally, the Compensation Committee takes into account the relative salaries of the executive officers and determines what it believes are appropriate compensation level distinctions between and among the executive officers, including between the Chief Executive Officer and the Chief Financial Officer and among the other executive officers. Although the Compensation Committee considers our financial performance, there is no specific relationship between achieving, or failing to achieve, budgeted estimates, the performance of our Shares or our financial performance and the annual salaries determined by the Compensation Committee for any of our executive officers. No specific weight is attributed to any of the factors considered by the Compensation Committee; the Compensation Committee considers all factors and makes a subjective determination based upon the experience of its members and the recommendations of our management.
As Mr. Wirth holds a significant ownership stake in the Trust, the Compensation Committee did not increase his salary or provide him with additional incentives. Based upon a review of Mr. Wirth’s performance and upon the recommendation of the Compensation Committee, for Fiscal Years 2023 and 2022, Mr. Wirth’s annual base salary remained set at $153,060. The Compensation Committee did not rely on any particular set of financial or non-financial factors, measures or criteria when determining the compensation offered to Mr. Wirth. The Compensation Committee did consider Mr. Wirth’s substantial Share ownership when setting his base salary.
Cash and Equity Bonuses
Fiscal 2023 Bonuses
Fiscal 2023 – Full Year Cash and Equity Bonus Program
On January 29, 2019, the Compensation Committee adopted an incentive bonus program for the Executives for the full Fiscal Year ended January 31, 2023 (the “2021 Fiscal Year Bonus Program”). Under the 2019 Fiscal Year Bonus Program, an Executive will be entitled to receive a bonus, upon the achievement by the Executive of performance-based on objectives which was based on exceeding budgeted revenues and net income in hotel operations.
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Fiscal 2023 - Performance-Based Cash Bonuses
Our executive officers are eligible to receive cash bonuses under the General Manager Bonus Plan equal to 15% of the aggregate cash bonuses received by the general managers of all of our hotels, regardless of region. The general managers receive a bonus based on the achievement of budgeted gross operating profit (total revenues less operating expenses) (“GOP”) at their hotel on a quarterly and annual basis. Under the plan, if the hotel’s actual quarterly and annual GOP exceeds the budgeted GOP, each general manager is eligible for a potential maximum annual bonus of $20,000, consisting of a potential maximum quarterly bonus of $2,000 per quarter, ($8,000 per year), and a potential maximum year-end bonus of $11,000, a risk management bonus of $1,000 and a discretionary excellent property inspection bonus up to $1,000.
In Fiscal Year 2023 ending January 31, 2023, the Board approved a stock bonus of up to 3,000 shares for the CFO, Controller, and our Independent Consultant. In addition, our Director of Hotel Operations and IT/Technology Manager each were approved for up to 2,000 shares.
Quarterly General Manager GOP Bonus Potential:
| Percentage of Budgeted Quarterly GOP Achieved | Cash Bonus | |||
| Less than 95% | $ | 0 | ||
| 95% | $ | 500 | ||
| 98% | $ | 1,000 | ||
| 102% | $ | 1,500 | ||
| 106% or more | $ | 2,000 | ||
Year-End General Manager GOP Bonus Potential:
| Percentage of Budgeted Annual GOP Achieved | Cash Bonus | |||
| Less than 95% | $ | 0 | ||
| 95% | $ | 1,000 | ||
| 98% | $ | 2,000 | ||
| 102% | $ | 5,000 | ||
| 106% | $ | 9,000 | ||
| 108% or more | $ | 11,000 | ||
The general manager aggregate cash bonuses for Fiscal Year 2023 were as follows:
| Period | GM Aggregate Cash Bonus | |||
| First Quarter – Fiscal Year 2023 | $ | 4,000 | ||
| Second Quarter – Fiscal Year 2023 | $ | 4,000 | ||
| Third Quarter – Fiscal Year 2023 | $ | 2,500 | ||
| Fourth Quarter – Fiscal Year 2023 | $ | 3,500 | ||
| Year End – Fiscal Year 2023 | $ | 12,000 | ||
Benefits and Other Compensation
We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life insurance and a 401(k) plan. We also have a mandatory matching contribution for our 401(k) plan. We do not have a pension plan. Our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as our other employees. See Note 23 – “Share Based Payments and Stock Options” for additional information about our Stock Options.
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Fiscal Year 2023 Summary Compensation Table
The table below shows individual compensation information paid to our executive officers for our Fiscal Years ended January 31, 2023 and 2022:
| Name and Principal | Fiscal | Salary | Discretionary Bonus | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||||||||||||
| Position (1) | Year | ($) | ($)(3) | ($)(4) | ($)(1)(2) | ($) | ||||||||||||||||||
| James F. Wirth, | 2022 | 153,060 | 2,245 | 155,275 | ||||||||||||||||||||
| Chief Executive Officer | 2023 | 153,060 | 4,629 | 157,689 | ||||||||||||||||||||
| Sylvin R. Lange, | 2022 | 79,735 | 7,575 | 900 | 88,210 | |||||||||||||||||||
| Chief Financial Officer | 2023 | 97,375 | 5,475 | 1,125 | 103,975 | |||||||||||||||||||
| Marc E. Berg, | 2022 | 67,134 | 22,500 | 7,484 | 1,200 | 98,318 | ||||||||||||||||||
| Executive Vice President | 2023 | 67,134 | 4,629 | 1,200 | 72,963 | |||||||||||||||||||
(1) Matching contributions made under our 401(k) plan to our executive officers with a maximum of $500 per calendar year are included in all other compensation.
(2) In addition to the employer 401(k) match provided to all eligible Trust employees, Mr. Berg through his Berg Investment Advisors company was compensated $6,000 for additional consultative services rendered by Mr. Marc Berg, the Trust’s Executive Vice President. Mr. Berg, and Mr. Lange receive a monthly travel expense reimbursement of $100. For the Fiscal Year ending January 31, 2023, Mr. Berg, and Mr. Lange received $1,200, and $1,125 respectively in expense reimbursement. For the Fiscal Year ending January 31, 2022, Mr. Berg, and Mr. Lange received $1,200, and $900, respectively.
(3) For the Fiscal Year ending January 31, 2021 Mr. Berg received a discretionary bonus approved by the Compensation Committee team of $30,000, related to his efforts resulting in the sale of the Tempe Hotel, an affiliate of the Trust, of which $7,500 was paid during the Fiscal Year ended January 31, 2021. The balance of $22,500, was paid during the Fiscal Year ended January 31, 2022.
(4) During Fiscal Year ending January 31, 2023 Mr. Wirth, Mr. Berg, and Mr. Lange received Non-Equity Incentive Plan Compensation consisting of Fiscal 2023 – Performance Based Cash Bonuses of $4,629, $4,629, and $5,475, respectively. During Fiscal Year ending January 31, 2022 Mr. Wirth, Mr. Berg, and Mr. Lange received Non-Equity Incentive Plan Compensation consisting of Fiscal 2022 – Performance Based Cash Bonuses of $2,245, $7,484, and $7,575, respectively.
During Fiscal Year 2023 and 2022, we did grant other equity-based awards. None of our executive officers owned any stock options, or had any outstanding unvested Shares, as of January 31, 2023 and 2022. Consistent with ASC 718-10-55-10, compensation cost associated with issuance of these options has not been recognized as shareholder approval is not perfunctory. For stock option grants additional information about our stock option plan, see Note 23 to our Consolidated Financial Statements - “Stock Options.”
Additionally, refer Note 23 of our Consolidated Financial Statements - Share Based Payments, and the section on Fiscal Year 2023 Trustee Compensation, contained in Item11, for information on shares issued to our independent trustees from shareholder equity.
Indemnification Agreements
We have entered into indemnification agreements with all of 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 our best interests. We 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.
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Potential Payments Upon Change in Control
We do not have employment agreements with our executive officers. However, our 2017 Equity Incentive Plan (the “2017 Plan”) provides that the Compensation Committee of the Board of Trustees, in its sole discretion, may take such actions, if any, as it deems necessary or desirable with respect to any award that is outstanding as of the date of the consummation of the change in control. Such actions may include, without limitation: (a) the acceleration of the vesting, settlement and/or exercisability of an award; (b) the payment of a cash amount in exchange for the cancellation of an award; (c) the cancellation of stock options and/or SARs without payment therefor if the fair market value of a share on the date of the change in control does not exceed the exercise price per share of the applicable award; and/or (d) the issuance of substitute awards that substantially preserve the value, rights and benefits of any affected awards.
For purposes of the 2017 Plan, subject to exceptions set forth in the 2017 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the Trust’s Shares; (b) the incumbent board of trustees ceasing to constitute a majority of the board of trustees; (c) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Trust; and (d) approval by the shareholders of the Trust of a complete liquidation or dissolution of the Trust. The full definition of “change in control” is set forth in the 2017 Plan.
When an award is granted under the 2017 Plan, the Compensation Committee establishes the terms and conditions of that award, which are contained in an award agreement. The form of stock option award agreement under the 2017 Plan provides for unvested stock options to immediately vest in full and become exercisable if a change in control occurs while the participant is employed by the Trust or a subsidiary. In addition, the form of restricted share agreement for non-employee Trustee awards provides that unvested restricted shares held by a Trustee will immediately vest in full if, prior to a vesting date, a change in control of the Trust occurs while the participant is serving as a Trustee.
A participant’s award agreement under the 2017 Plan may also contain specific provisions governing the vesting or forfeiture of an award upon a termination of the participant’s service to the Trust or a subsidiary. The form of stock option award agreement generally provides that unvested stock options will become immediately vested in full if, prior to a vesting date, the participant ceases to be employed by the Trust and its subsidiaries by reason of death or disability. Unvested stock options will be forfeited automatically if the participant ceases to be employed by the Trust and its subsidiaries prior to an applicable vesting date. In addition, the form of stock option award agreement provides for the termination of stock options, to the extent not previously exercised or forfeited, on the earliest of the following dates: (i) one year after the termination of the participant’s employment by the Trust and its subsidiaries due to death or disability; (ii) three months after the termination of the participant’s employment with the Trust and its subsidiaries for any reason other than for death, disability or cause; (iii) immediately upon termination of employment, if the participant’s employment is terminated by the Company and its subsidiaries for cause; or (iv) midnight on the tenth anniversary of the date of grant. Unless otherwise provided in the applicable award agreement or in an another written agreement with the participant, “cause”, as a reason for termination of a participant’s employment generally includes (a) the participant’s willful refusal to follow lawful directives of the Trust which are consistent with the scope and nature of the participant’s duties and responsibilities; (b) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (c) gross negligence or willful misconduct resulting in a material loss to the Trust or any of its subsidiaries or material damage to the reputation of the Trust or any of its subsidiaries; (d) material breach of any one or more of the covenants contained in any proprietary interest protection, confidentiality, non-competition or non-solicitation agreement between the participant and the Trust or a subsidiary; or (e) violation of any statutory or common law duty of loyalty to the Trust or any of its subsidiaries.
The form of restricted share agreement for non-employee Trustees generally provides that unvested restricted shares will become immediately vested in full if, prior to a vesting date, the participant dies or a change in control occurs while the participant is serving as a Trustee. Any unvested restricted shares will be forfeited automatically if the participant ceases to serve as a Trustee prior to an applicable vesting date.
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Fiscal Year 2023 Trustee Compensation
We compensate our non-employee Trustees for their services through grants of restricted Shares. The aggregate grant date fair value of these Shares is shown in the table above. These restricted Shares vested in equal monthly amounts during our Fiscal Year 2023. As of January 31, 2023, Messrs. Kutasi, Chase and Robson did not hold any unvested Shares. As compensation for our Fiscal Year 2023, on February 01, 2022, we issued 6,000 additional restricted Shares (with the aggregate grant date fair value of $12,480 (per grant) to each of Messrs. Kutasi, Chase, and Robson.
We do not pay our Trustees an annual cash retainer, per meeting fees or additional compensation for serving on a Committee or as a Committee Chair.
The table below shows individual compensation information for our non-employee Trustees for our Fiscal Year ended January 31, 2023. Compensation information for Messrs. Wirth and Berg and, who do not receive additional compensation for their service as Trustees, is included in the Summary Compensation Table above:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
| Leslie T. Kutasi | $ | 0 | $ | 12,840 | $ | 12,840 | ||||||
| Steven S. Robson | $ | 0 | $ | 12,840 | $ | 12,840 | ||||||
| JR Chase | $ | 0 | $ | 12,840 | $ | 12,840 | ||||||
| (1) | The dollar amounts shown in the Stock Awards column reflect the aggregate grant date fair value of restricted Shares computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of assumptions, we made in valuing restricted Shares, see Note 2, “Summary of Significant Accounting Policies – Stock-Based Compensation,” in the notes to our consolidated financial statements contained in our Annual Reports on Form 10-K for the Fiscal Years ended January 31, 2023 and 2022. The Stock Awards were based on a stock price of $2.08 which was the closing price of the Trust’s Shares of Beneficial Interest as of February 17, 2023. The Board of Trustees met on February 17, 2023 and approved the payment. |
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Ownership of Shares
The following table shows the persons who were known to us to be beneficial owners of more than five percent of our outstanding Shares of Beneficial Interest, together with the number of Shares of Beneficial Interest owned beneficially by each Trustee and executive officer, and the Trustees and executive officers as a group. The percentages in the table are based on 9,178,991 Shares of Beneficial Interest issued and outstanding as of May 1, 2023. Unless otherwise specified, each person has sole voting and investment power of the Shares of Beneficial Interest that he or she beneficially owns.
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Greater-than-Five-Percent Beneficial Owners and
Beneficial Ownership of Trustees, and Executive Officers
| Shares | Percentage of | |||||||
| Trustees and Executive Officers | Beneficially Owned (1) | Outstanding Shares | ||||||
| James F. Wirth (2) | 5,930,161 | 65.04 | % | |||||
| Marc E. Berg | 47,750 | * | ||||||
| Sylvin R. Lange | 9,750 | * | ||||||
| JR Chase | 60,657 | * | ||||||
| Leslie T. Kutasi | 68,000 | * | ||||||
| Steven S. Robson | 155,200 | 1.70 | % | |||||
| Trustees and Executive Officers as a group (six persons) | 6,271,518 | 68.79 | % | |||||
| * | Less than one percent (1.0%). | |
| (1) | Pursuant to the SEC’s rules, “beneficial ownership” includes Shares that may be acquired within 60 days following May 1, 2020. However, none of the individuals listed in the table had the right to acquire any Shares within the 60-day period. | |
| (2) | All Shares are owned jointly by Mr. Wirth and his spouse and/or by Rare Earth Financial, LLC, except for 1,530,341 Shares that are voted separately by Mr. Wirth, and 1,239,078 Shares that are voted separately by Mrs. Wirth. Mr. Wirth has pledged 1,466,153, and Mrs. Wirth has pledged 300,000 of these Shares as security. Mr. Wirth, his spouse and children own directly and indirectly all 2,974,038 issued and outstanding Class B limited partnership units in the Partnership, the conversion of which is restricted and permitted only at the discretion of our Board of Trustees. The Wirth Family also owns Class B RRF Units, convertible one for one, into stock of IHT. Mr. Wirth’s business address is 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020. |
The following table provides information about our equity compensation plans (other than qualified employee benefits plans and plans available to shareholders on a pro rata basis) as of January 31, 2023:
Equity Compensation Plan Information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column | |||||||||
| Equity compensation plans approved by security holders | 0 | $ | N/A | 1,600,000 | ||||||||
| Equity compensation plans not approved by security holders | None | None | None | |||||||||
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE
Independence of Trustees
The Board of Trustees has determined that a majority of the Trustees, Messrs. Kutasi, Chase and Robson are “independent,” as defined by the NYSE AMERICAN’s listing standards, for purposes of serving on the Board of Trustees and each committee of which they are members. Messrs. Berg and Wirth are executive officers of the Trust and, therefore, are not “independent.” All members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are “independent,” as such term is defined by the SEC rules and NYSE AMERICAN’s listing standards. Our independent Trustees meet at least annually in executive session without the presence of non-independent Trustees and management. Except as described under “Certain Transactions” below, there were no transactions, relationships, or arrangements in Fiscal Year 2022 that required review by the Board for purposes of determining Trustee independence.
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Certain Transactions
Management and Licensing Agreements
The Trust directly manages the Hotels through the Trust’s wholly-owned subsidiary, RRF Limited Partnership (RRF). Under the management agreements, RRF manages the daily operations of the Hotels. All Trust managed Hotel expenses, revenues and reimbursements among the Trust, RRF, and the Partnership have been eliminated in consolidation. The management fees for the Hotels are 5% of room revenue and a monthly accounting fee of $2,000 per hotel. These agreements have no expiration date and may be cancelled by either party with 90-days written notice in the event the property changes ownership.
The Trust also provides the use of the “InnSuites” trademark to the Hotels through the Trust’s wholly-owned subsidiary, RRF Limited Partnership, at no additional charge.
Restructuring Agreements
For information about the restructuring agreements for Albuquerque Suite Hospitality, Tucson Hospitality Properties, see Notes 3 and 4 of our consolidated financial statements.
Financing Arrangements and Guarantees
On December 30, 2020, the Trust entered a $2,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial. The Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on June 30, 2022 and automatically renews annually unless either party gives a six-month written advance notice. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance fluctuates significantly through the period with the highest payable balance being approximately $1,595,000 during the Fiscal Year ended January 31, 2023. The Demand/Revolving Line of Credit/Promissory Note has a net maximum borrowing capacity of $2,000,000. Related party interest expense or income for the Demand/Revolving Line of Credit/Promissory Note for the Fiscal Year ended January 31, 2023 was $17,000 of expense, and for the Fiscal Year ended January 31, 2022 was $71,000 of expense.
The above Demand/Revolving Line of Credit/Promissory Notes are presented together as one line item on the balance sheet and totaled a receivable of $0 and $0, at January 31, 2023 and 2022, respectively, all of which is considered a current receivable.
As of January 31, 2023, the Trust had a $200,000 unsecured note payable with an individual lender. The promissory note is payable on demand, or on June 30, 2024, whichever occurs first. The loan accrues interest at 4.5% and interest only payments shall be made monthly. The Trust may pay all of part of this note without any repayment penalties. The total principal amount of this loan is $200,000 as of January 31, 2023.
On July 1, 2019, the Trust and the Partnership together entered into an unsecured loan totaling $270,000 with an individual investor at 4.5%, interest only, payable monthly. The loan has been subsequently extended to June 30, 2024. The Trust may pay all or part of this note without any repayment penalties. The total principal amount of this loan is $270,000 as of January 31, 2023.
On July 1, 2019, the Trust and Partnership together entered into an unsecured loan, totaling $100,000 with an individual investor at 4.0% interest only, payable monthly. The loan had been subsequently extended to December 31, 2022. The total principal amount of this loan is $100,000 as of January 31, 2023. It is expected this loan will be repaid in full during the first Fiscal Quarter of Fiscal Year 2024.
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Other Related Party Transactions
The Trust employs part time, an immediate family member of Mr. Wirth, Brian James Wirth, who provides IT Technology support services to the Trust, receiving a $37,000 annual salary.
Compensation Information
For information regarding compensation of our executive officers, see Item 11 of this Form 10-K.
Review, Approval or Ratification of Transactions with Related Parties
On December 10, 2013, the Board of Trustees adopted a Related Party Transactions Policy, which established procedures for reviewing transactions between us and our Trustees and executive officers, their immediate family members, entities with which they have a position or relationship, and persons known to us to be the beneficial owner of more than 5% of our Shares of Beneficial Interest. These procedures help us evaluate whether any related person transaction could impair the independence of a Trustee or presents a conflict of interest on the part of a Trustee or executive officer. First, the related party transaction is presented to our executive management, including our Chief Financial Officer. Our Chief Financial Officer then discusses the transaction with our outside counsel, as needed. Lastly, the Audit Committee and the members of the Board of Trustees who do not have an interest in the transaction review the transaction and, if they approve, pass a resolution authorizing the transaction. In determining whether to approve a Related Party Transaction, the Audit Committee and the members of the Board of Trustees consider whether the terms of the related party transaction are fair to the Trust on the same basis as would apply if the transaction did not involve a related party; whether there are business reasons for the Trust to enter into the related party transaction; whether the related party transaction would impair the independence of the outside Trustee and whether the related party transaction would present an improper conflict of interest for any Trustee or executive officer of the Trust, taking into account the size of the transaction, the overall financial position of the trustee, executive officer or related party, the direct or indirect nature of the Trustee’s, executive officer’s or other related party interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee and members of the Board of Trustees deem relevant. Our Related Party Transactions Policy is available in the Corporate Governance portion of our website at www.innsuitestrust.com.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents aggregate fees for the Fiscal Years ended January 31, 2023, and 2022, for professional services rendered by BF Borgers CPA PC:
| 2023 | 2022 | |||||||
| Audit Fees (1) | $ | 114,955 | $ | 135,000 | ||||
| Tax Fees (2) | 27,000 | 25,000 | ||||||
| Other Fees | - | - | ||||||
| Total | $ | 141,955 | $ | 160,000 | ||||
| (1) | “Audit Fees” represent fees for professional services provided in connection with the audit of our annual financial statements, review of financial statements included in our quarterly reports and related services normally provided in connection with statutory and regulatory filings and engagements. | |
| (2) | “Tax Fees” represent fees for professional services provided in connection with the preparation of our annual Federal and State tax returns, additional tax related research and consulting, and related services normally provided in connection with statutory and regulatory filings, both at the Federal and State level. |
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The Board of Trustees has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence. There were no fees billed by or paid to our independent registered public accounting firm during the Fiscal Years ended January 31, 2023 and 2022 for tax compliance, tax advice or tax planning services or for financial information systems design and implementation services. The Trust has decided to retain BF Borgers, to perform the tax return preparation, for tax years 2022 and 2023, for all entities within the Trust.
Policy on Pre-Approval of Audit and Permitted Non-Audit Services
The Audit Committee pre-approves all fees for services performed by our independent auditors, currently BF Borgers, CPA PC. Unless a type of service our independent auditors provided received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval unless the Audit Committee specifically provides for a different period. Since May 6, 2003, the effective date of the SEC’s rules requiring Audit Committee pre-approval of audit and non-audit services performed by our independent auditors, all of the services provided by our independent auditors were approved in accordance with these policies and procedures.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a)(3) | Exhibit List |
See the Exhibit Index, which is incorporated herein by reference.
Item 16. FORM 10-K SUMMARY
None.
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| * | Management contract or compensatory plan or arrangement. | |
| ** | Furnished herewith (not filed) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, as amended, the Trust has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INNSUITES HOSPITALITY TRUST | ||
| Dated: May 1, 2023 | By: | /s/ James F. Wirth |
James F. Wirth, Chairman and Chief Executive Officer (Principal Executive Officer) | ||
| Dated: May 1, 2023 | By: | /s/ Sylvin Lange |
Sylvin Lange, Chief Financial Officer and Director of Finance (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Trust and in the capacities and on the dates indicated.
| Dated: May 1, 2023 | By: | /s/ James F. Wirth |
James F. Wirth, Chairman and Chief Executive Officer (Principal Executive Officer) | ||
| Dated: May 1, 2023 | By: | /s/ Sylvin Lange |
Sylvin Lange, Chief Financial Officer and Director of Finance (Principal Financial and Accounting Officer) | ||
| Dated: May 1, 2023 | By: | /s/ Marc E. Berg |
| Marc E. Berg, Trustee | ||
| Dated: May 1, 2023 | By: | /s/ Steven S. Robson |
| Steven S. Robson, Trustee | ||
| Dated: May 1, 2023 | By: | /s/ Les Kutasi |
| Les Kutasi, Trustee | ||
| Dated: May 1, 2023 | By: | /s/ JR Chase |
| JR Chase, Trustee |
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