PART I. FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements: Balance Sheets, Operations, Equity, and Cash Flows. [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | Metric | October 31, 2023 | January 31, 2023 | | :----------------------------------- | :--------------- | :--------------- | | **Assets** | | | | Cash | $1,904,676 | $2,111,383 | | Total Current Assets | $3,271,268 | $4,167,504 | | TOTAL ASSETS | $15,976,227 | $17,019,972 | | **Liabilities** | | | | Total Current Liabilities | $1,393,861 | $1,811,140 | | TOTAL LIABILITIES | $12,717,690 | $13,337,827 | | **Equity** | | | | TOTAL EQUITY | $3,258,537 | $3,682,145 | | TOTAL LIABILITIES AND EQUITY | $15,976,227 | $17,019,972 | - Total assets decreased by approximately **$1.04 million** from January 31, 2023, to October 31, 2023, primarily driven by a reduction in current assets, including cash and employee retention credit receivable[9](index=9&type=chunk) - Total equity decreased by approximately **$0.42 million**, from **$3,682,145** to **$3,258,537**, during the nine months ended October 31, 2023[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations – Nine Months (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%E2%80%93%20Nine%20Months%20Ended%20October%2031%2C%202023%20and%20October%2031%2C%202022) Condensed Consolidated Statements of Operations – Nine Months (Unaudited) | Metric | Nine Months Ended Oct 31, 2023 | Nine Months Ended Oct 31, 2022 | Change ($) | Change (%) | | :------------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :--------- | | TOTAL REVENUE | $5,751,583 | $5,539,814 | $211,769 | 3.82% | | TOTAL OPERATING EXPENSES | $5,881,402 | $5,523,895 | $357,507 | 6.47% | | OPERATING INCOME (LOSS) | $(129,819) | $15,919 | $(145,738) | -915.50% | | CONSOLIDATED NET INCOME | $611,693 | $729,783 | $(118,090) | -16.18% | | NET INCOME ATTRIBUTABLE TO CONTROLLING INTERESTS | $296,885 | $371,213 | $(74,328) | -20.02% | | NET INCOME PER SHARE – BASIC & DILUTED | $0.03 | $0.04 | $(0.01) | -25.00% | - Operating income shifted to a **loss of $(129,819)** in 2023 from an income of **$15,919** in 2022, a significant decrease of **915.50%**[11](index=11&type=chunk) - Consolidated Net Income decreased by **16.18%** year-over-year, primarily due to higher operating expenses outpacing revenue growth[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations – Three Months (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%E2%80%93%20Three%20Months%20Ended%20October%2031%2C%202023%20and%20October%2031%2C%202022) Condensed Consolidated Statements of Operations – Three Months (Unaudited) | Metric | Three Months Ended Oct 31, 2023 | Three Months Ended Oct 31, 2022 | Change ($) | Change (%) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :--------- | :--------- | | TOTAL REVENUE | $1,824,499 | $1,704,612 | $119,887 | 7.03% | | TOTAL OPERATING EXPENSES | $1,974,539 | $1,834,828 | $139,711 | 7.61% | | OPERATING LOSS | $(150,040) | $(130,216) | $(19,824) | -15.22% | | CONSOLIDATED NET INCOME | $90,088 | $107,995 | $(17,907) | -16.58% | | NET INCOME ATTRIBUTABLE TO CONTROLLING INTERESTS | $61,444 | $95,165 | $(33,721) | -35.43% | | NET INCOME PER SHARE – BASIC & DILUTED | $0.01 | $0.01 | $0.00 | 0.00% | - Total revenue increased by **7.03%** for the three months ended October 31, 2023, compared to the same period in 2022, reaching approximately **$1.82 million**[13](index=13&type=chunk) - Consolidated Net Income decreased by **16.58%** to **$90,088**, while Net Income Attributable to Controlling Interests saw a larger decline of **35.43%** to **$61,444**[13](index=13&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20%E2%80%93%20Three%20and%20Nine%20Months%20Ended%20October%2031%2C%202023%20and%20October%2031%2C%202022) Condensed Consolidated Statements of Shareholders' Equity (Unaudited) | Metric | October 31, 2023 | January 31, 2023 | | :------------------------------------------ | :--------------- | :--------------- | | Trust Shareholders' Equity | $6,405,854 | $6,575,048 | | Non-Controlling Interest | $(3,147,317) | $(2,892,903) | | Total Equity | $3,258,537 | $3,682,145 | - Total equity decreased from **$3,682,145** at January 31, 2023, to **$3,258,537** at October 31, 2023, primarily due to treasury stock repurchases and distributions to non-controlling interests[15](index=15&type=chunk) - The Trust repurchased treasury stock amounting to **$(399,164)** during the nine months ended October 31, 2023[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Nine%20Months%20ended%20October%2031%2C%202023%20and%20October%2031%2C%202022) Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Nine Months Ended Oct 31, 2023 | Nine Months Ended Oct 31, 2022 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | NET CASH PROVIDED BY OPERATING ACTIVITIES | $1,511,150 | $115,457 | | NET CASH USED IN INVESTING ACTIVITIES | $(390,083) | $(322,740) | | NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | $(1,327,774) | $1,829,886 | | NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | $(206,707) | $1,622,603 | | CASH AND CASH EQUIVALENTS AT END OF PERIOD | $1,904,676 | $2,846,983 | - Net cash provided by operating activities significantly increased to **$1,511,150** in 2023 from **$115,457** in 2022[18](index=18&type=chunk) - Net cash used in financing activities was **$(1,327,774)** in 2023, a substantial shift from **$1,829,886** provided in 2022, primarily due to the absence of large borrowings on mortgage notes and increased treasury stock repurchases[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) [1. Nature of Operations and Basis of Presentation](index=9&type=section&id=

```markdown [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of InnSuites Hospitality Trust and its subsidiaries for the periods ended July 31, 2023, and January 31, 2023, along with comparative data for July 31, 2022 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets from $17.02 million at January 31, 2023, to $16.36 million at July 31, 2023, with total liabilities and equity also decreasing Condensed Consolidated Balance Sheets | Metric | January 31, 2023 | July 31, 2023 | Change | Percentage Change | | :-------------------------------- | :--------------- | :-------------- | :----- | :---------------- | | Total Assets | $17,019,972 | $16,359,063 | $(660,909) | -3.88% | | Total Liabilities | $13,337,827 | $12,784,530 | $(553,297) | -4.15% | | Total Equity | $3,682,145 | $3,574,533 | $(107,612) | -2.92% | | Cash | $2,111,383 | $2,398,884 | $287,501 | 13.62% | | Employee Retention Credit Receivable | $1,753,955 | $630,907 | $(1,123,048) | -64.03% | [Condensed Consolidated Statements of Operations – Six Months Ended July 31, 2023 and July 31, 2022](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%E2%80%93%20Six%20Months%20Ended%20July%2031%2C%202023%20and%20July%2031%2C%202022) For the six months ended July 31, 2023, total revenue increased by 2% to $3.93 million, while operating expenses rose by 6%, leading to an 80% decrease in operating income and a 15% decrease in consolidated net income Condensed Consolidated Statements of Operations – Six Months Ended July 31, 2023 and July 31, 2022 | Metric | Six Months Ended July 31, 2022 | Six Months Ended July 31, 2023 | Change | Percentage Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | :---------------- | | Total Revenue | $3,835,202 | $3,927,084 | $91,882 | 2.40% | | Total Operating Expenses | $3,681,510 | $3,896,643 | $215,133 | 5.84% | | Operating Income | $153,692 | $30,441 | $(123,251) | -80.20% | | Consolidated Net Income | $629,345 | $531,825 | $(97,520) | -15.49% | | Net Income Attributable to Controlling Interests | $283,605 | $245,661 | $(37,944) | -13.38% | | Net Income Per Share – Basic & Diluted | $0.03 | $0.03 | $0.00 | 0.00% | [Condensed Consolidated Statements of Operations – Three Months Ended July 31, 2023 and July 31, 2022](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%E2%80%93%20Three%20Months%20Ended%20July%2031%2C%202023%20and%20July%2031%2C%202022) For the three months ended July 31, 2023, total revenue increased by 1% to $1.72 million, but operating expenses rose by 11%, resulting in an operating loss and a 71% decrease in consolidated net income Condensed Consolidated Statements of Operations – Three Months Ended July 31, 2023 and July 31, 2022 | Metric | Three Months Ended July 31, 2022 | Three Months Ended July 31, 2023 | Change | Percentage Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :----- | :---------------- | | Total Revenue | $1,699,107 | $1,721,128 | $22,021 | 1.30% | | Total Operating Expenses | $1,683,518 | $1,867,165 | $183,647 | 10.91% | | Operating (Loss) Income | $15,589 | $(146,037) | $(161,626) | -1036.79% | | Consolidated Net Income | $260,195 | $76,182 | $(184,013) | -70.72% | | Net Income Attributable to Controlling Interests | $102,527 | $18,855 | $(83,672) | -81.61% | | Net Income Per Share – Basic & Diluted | $0.01 | $0.00 | $(0.01) | -100.00% | [Condensed Consolidated Statements of Shareholders' Equity – Six Months Ended July 31, 2023 and July 31, 2022](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity%20%E2%80%93%20Six%20Months%20Ended%20July%2031%2C%202023%20and%20July%2031%2C%202022) For the six months ended July 31, 2023, total equity decreased from $3.68 million to $3.57 million, primarily due to treasury stock repurchases and distributions to non-controlling interests, partially offset by net income Condensed Consolidated Statements of Shareholders' Equity – Six Months Ended July 31, 2023 and July 31, 2022 | Metric | January 31, 2023 | July 31, 2023 | Change | | :------------------------------------ | :--------------- | :-------------- | :----- | | Total Equity | $3,682,145 | $3,574,533 | $(107,612) | | Net Income Attributable to Controlling Interests | - | $245,661 | - | | Purchase of Treasury Stock | - | $(226,180) | - | | Distributions to Non-Controlling Interests | - | $(346,342) | - | [Condensed Consolidated Statements of Cash Flows – Six Months ended July 31, 2023 and July 31, 2022](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Six%20Months%20ended%20July%2031%2C%202023%20and%20July%2031%2C%202022) Net cash provided by operating activities significantly increased to $1.44 million for the six months ended July 31, 2023, while net cash used in financing activities shifted to a deficit of $0.87 million due to the absence of large mortgage borrowings Condensed Consolidated Statements of Cash Flows – Six Months ended July 31, 2023 and July 31, 2022 | Metric | Six Months Ended July 31, 2022 | Six Months Ended July 31, 2023 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Net Cash Provided By Operating Activities | $128,998 | $1,438,884 | $1,309,886 | | Net Cash Used In Investing Activities | $(241,599) | $(277,194) | $(35,595) | | Net Cash (Used In) Provided By Financing Activities | $2,111,766 | $(874,189) | $(2,985,955) | | Net Increase In Cash And Cash Equivalents | $1,999,165 | $287,501 | $(1,711,664) | | Cash And Cash Equivalents At End Of Period | $3,223,545 | $2,398,884 | $(824,661) | | Employee Retention Credit (Operating Activities Adjustment) | $(701,582) | $1,123,048 | $1,824,630 | [Notes to Condensed Consolidated Financial Statements (unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering the Trust's operations, accounting policies, ownership structures, debt, related party transactions, commitments, and significant events [1. Nature of Operations and Basis of Presentation](index=9&type=section&id=1.%20Nature%20of%20Operations%20and%20Basis%20of%20Presentation) InnSuites Hospitality Trust operates two hotels in Arizona and New Mexico, holds a diversification investment in UniGen Power Inc., and is exploring strategic options including hotel sales or mergers - IHT operates two hotels (270 suites) in Tucson, AZ and Albuquerque, NM, under the "InnSuites" and "Best Western" brands[19](index=19&type=chunk) - IHT holds a **$1 million 6% convertible debenture** in UniGen Power Inc., approximately **$618,750** in UniGen common stock (525,000 shares), and warrants for future investments[19](index=19&type=chunk) - The Trust is the sole general partner of RRF Limited Partnership, owning a **75.98% interest**, and directly owns a **21% interest** in the Albuquerque hotel, while the Partnership owns a **51.01% interest** in the Tucson hotel[21](index=21&type=chunk) - The hotels are classified as operating assets but are available for sale, though no specific timeline for sale is predicted[23](index=23&type=chunk) - As of July 31, 2023, the Trust had **$2,399,000 cash** and access to **$2,250,000** in credit facilities, believing it has sufficient liquidity for the next 12 months[31](index=31&type=chunk) - Management is analyzing strategic options including hotel sales, merger, or reverse merger[31](index=31&type=chunk) - Hotel operations are seasonal, with Tucson's highest occupancy in Q1/Q4 and Albuquerque's in Q2/Q3, providing some balance[39](index=39&type=chunk) [2. Summary of Significant Accounting Policies](index=12&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section details the Trust's significant accounting policies, including property depreciation, revenue recognition, accounts receivable, lease accounting, stock-based compensation, and the valuation of its investment in UniGen Power, Inc - Property and equipment are stated at cost and depreciated using the straight-line method over estimated lives (up to **40 years** for buildings, **3-10 years** for furniture/fixtures); land is tested annually for impairment[43](index=43&type=chunk)[44](index=44&type=chunk) - Revenue is primarily derived from room rentals, food and beverage sales, management and trademark fees, recognized as services are rendered[49](index=49&type=chunk) - Accounts receivable are carried at original amounts billed less an allowance for doubtful accounts (**50% over 90 days**, **100% over 120 days**); no allowance was recorded for the six months ended July 31, 2023[53](index=53&type=chunk) - Independent Trustees earn **9,000 IHT restricted shares** annually, vesting over one year[56](index=56&type=chunk) - Advertising expense for operations totaled approximately **$165,000** for the six months ended July 31, 2023, down from **$171,000** in 2022[61](index=61&type=chunk) - The Trust's investment in UniGen Power, Inc. includes a **$1,000,000 secured convertible debenture (6% interest)**, warrants to purchase up to **1,500,000 shares**, and **525,000 common shares** purchased at **$618,750**, with potential for up to **25% fully diluted equity ownership**[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[78](index=78&type=chunk) - UniGen is in the R&D phase, making progress on its UPI 1000TA prototype, and is seeking additional capital[78](index=78&type=chunk)[79](index=79&type=chunk) - The UniGen investment is valued as a Level 3 fair value measurement[81](index=81&type=chunk) [3. Ownership Interests in Albuquerque and Tucson Subsidiaries](index=17&type=section&id=3.%20Ownership%20Interests%20in%20Albuquerque%20and%20Tucson%20Subsidiaries) The Trust has sold non-controlling interests in its Albuquerque and Tucson hotel subsidiaries as part of its Equity Enhancement Plan, maintaining at least 50.1% ownership in one entity, with units structured in classes with differing distribution priorities - Non-controlling interests were sold in Albuquerque Suite Hospitality, LLC and Tucson Hospitality Properties, LLLP as part of the Trust's Equity Enhancement Plan[82](index=82&type=chunk)[83](index=83&type=chunk) - Units are allocated to three classes: Class A (unrelated third parties, priority distributions), Class B (Trust, second priority), and Class C (Mr. Wirth/affiliates, lowest priority)[82](index=82&type=chunk) - As of April 30, 2023, the Trust held a **21.50% ownership interest** in the Albuquerque entity, and the Partnership held a **51.01% ownership interest** in the Tucson entity[85](index=85&type=chunk)[86](index=86&type=chunk) [4. Variable Interest Entities](index=18&type=section&id=4.%20Variable%20Interest%20Entities) The Partnership has identified Albuquerque Suite Hospitality, LLC as a variable interest entity (VIE) and is its primary beneficiary, consolidating its financial statements based on guarantees and controlling ownership - Albuquerque Suite Hospitality, LLC is determined to be a variable interest entity (VIE) with the Partnership as the primary beneficiary[88](index=88&type=chunk) - The Partnership's control is based on guarantees of material financial obligations, controlling ownership interest, and control over decisions impacting financial performance[88](index=88&type=chunk)[89](index=89&type=chunk) [5. Property and Equipment](index=18&type=section&id=5.%20Property%20and%20Equipment) This section details the composition of hotel properties and corporate property, plant, and equipment (PP&E), both of which saw minor net decreases from January 31, 2023, to July 31, 2023 Property and Equipment | Metric | January 31, 2023 | July 31, 2023 | Change | | :-------------------------------- | :--------------- | :-------------- | :----- | | Hotel properties, net | $7,166,199 | $7,083,032 | $(83,167) | | Corporate Property, Plant and Equipment, net | $43,289 | $38,864 | $(4,425) | [6. Mortgage Notes Payable](index=20&type=section&id=6.%20Mortgage%20Notes%20Payable) The Trust has two primary mortgage notes payable: an $8.4 million loan for the Tucson hotel (refinanced in March 2022 at 4.99% interest) and a $1.4 million loan for the Albuquerque hotel (December 2019 at 4.90% initial interest), both guaranteed by IHT and related parties - Tucson Hospitality Properties LLLP funded a new **$8.4 million loan** on March 29, 2022, at **4.99% interest**, with a balance of approximately **$8,135,000** as of July 31, 2023[94](index=94&type=chunk)[95](index=95&type=chunk) - Albuquerque Suites Hospitality, LLC entered a **$1.4 million Business Loan Agreement** on December 2, 2019, with an initial interest rate of **4.90%**, and a balance of approximately **$1,228,000** as of July 31, 2023[96](index=96&type=chunk) - Both credit facilities are guaranteed by InnSuites Hospitality Trust and related parties[94](index=94&type=chunk)[96](index=96&type=chunk) [7. Notes Payable and Notes Receivable – Related Party](index=20&type=section&id=7.%20Notes%20Payable%20and%20Notes%20Receivable%20%E2%80%93%20Related%20Party) The Trust has a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC (a related party) with a maximum borrowing capacity of $2,000,000 at 7.0% interest, with zero balances as of July 31, 2023 - The Trust has a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC (a related party) with a maximum borrowing capacity of **$2,000,000** at **7.0% per annum**[97](index=97&type=chunk) - As of July 31, 2023, the Trust had an amount receivable of approximately **$0** and an amount payable of approximately **$0** on this line of credit[97](index=97&type=chunk) [8. Other Notes Payable](index=20&type=section&id=8.%20Other%20Notes%20Payable) The Trust has two unsecured notes payable to individual lenders totaling $470,000, both at 4.5% interest and extended to December 2024, with no outstanding promissory notes from repurchases of Class A Partnership units - As of July 31, 2023, the Trust had a **$200,000 unsecured note payable** with an individual lender at **4.5% interest**, due on demand or in December 2024[99](index=99&type=chunk) - The Trust also had an unsecured loan totaling **$270,000** with an individual investor at **4.5% interest**, extended to December 2024[100](index=100&type=chunk) [9. Minimum Debt Payments](index=21&type=section&id=9.%20Minimum%20Debt%20Payments) Scheduled minimum debt payments, net of debt discounts, total approximately $9.83 million, with $581,308 due in Fiscal Year 2024, primarily from mortgages and other notes payable Minimum Debt Payments | Fiscal Year | Mortgages | Other Notes Payable | Notes Payable - Related Party | Total | | :---------- | :-------- | :------------------ | :---------------------------- | :------ | | 2024 | $111,308 | $470,000 | $- | $581,308 | | 2025 | $234,169 | $- | $- | $234,169 | | 2026 | $247,906 | $- | $- | $247,906 | | 2027 | $260,999 | $- | $- | $260,999 | | 2028 | $263,125 | $- | $- | $263,125 | | Thereafter | $8,245,892 | $- | $- | $8,245,892 | | **Total** | **$9,363,399** | **$470,000** | **$-** | **$9,833,399** | [10. Description of Beneficial Interests](index=21&type=section&id=10.%20Description%20of%20Beneficial%20Interests) Holders of the Trust's Shares of Beneficial Interest are entitled to dividends and voting rights, and the Trust repurchased 53,159 shares for the six months ended July 31, 2023, with plans for continued repurchases - Holders of Shares of Beneficial Interest are entitled to dividends, share ratably in assets upon liquidation, and possess ordinary voting rights (one vote per share)[104](index=104&type=chunk) - The Trust repurchased **53,159 Shares of Beneficial Interest** at an average price of **$3.04 per share** for the six months ended July 31, 2023[105](index=105&type=chunk) - The Trust intends to continue repurchasing Shares of Beneficial Interest[105](index=105&type=chunk) [11. Related Party Transactions](index=21&type=section&id=11.%20Related%20Party%20Transactions) Mr. Wirth and his affiliates hold significant interests in the Trust and its Partnership, which manages the hotels for a fee, and an immediate family member is employed for IT support - Mr. Wirth and his affiliates held **22.51%** of total outstanding Partnership units and **69.81%** of total issued and outstanding Shares of Beneficial Interest in the Trust as of July 31, 2023[106](index=106&type=chunk) - The Trust manages the Hotels through its majority-owned subsidiary, RRF Limited Partnership, charging management fees of **5% of room revenue** and a monthly accounting fee of **$2,000 per hotel**[108](index=108&type=chunk) - An immediate family member of Mr. Wirth is employed part-time for IT Technology support services, receiving approximately **$37,000 per year** plus bonuses[109](index=109&type=chunk) [12. Statements of Cash Flows, Supplemental Disclosures](index=22&type=section&id=12.%20Statements%20of%20Cash%20Flows%2C%20Supplemental%20Disclosures) Supplemental cash flow disclosures indicate that the Trust paid $250,000 in cash for interest for the six months ended July 31, 2023, an increase from the prior year, with no cash paid for taxes Statements of Cash Flows, Supplemental Disclosures | Metric | Six Months Ended July 31, 2022 | Six Months Ended July 31, 2023 | Change | | :-------------------- | :----------------------------- | :----------------------------- | :----- | | Cash paid for interest | $240,000 | $250,000 | $10,000 | | Cash paid for taxes | $0 | $0 | $0 | [13. Commitments and Contingencies](index=22&type=section&id=13.%20Commitments%20and%20Contingencies) The Trust has commitments including a mortgage loan agreement requiring 4% of Tucson hotel room revenue for capital expenditures and membership fees with Best Western, while management believes routine legal actions will not materially affect financial position - The Trust is obligated under a loan agreement for the Tucson Oracle property to deposit **4% of room revenue** into an escrow account for capital expenditures; no cash balance existed in Restricted Cash as of July 31, 2023[111](index=111&type=chunk) - The Tucson and Albuquerque Hotels have membership agreements with Best Western, incurring fees of approximately **$97,000** for the six months ended July 31, 2023 (compared to $93,000 in 2022)[112](index=112&type=chunk) - Management believes the ultimate disposition of various claims and legal actions will not have a material adverse effect on the Trust's consolidated financial position, results of operations, or liquidity[114](index=114&type=chunk) - Indemnification agreements are in place for executive officers and Trustees, covering liabilities and expenses, excluding bad faith or willful misconduct[116](index=116&type=chunk) [14. Leases](index=23&type=section&id=14.%20Leases) The Trust holds operating leases for its corporate offices and land in Albuquerque, and a finance lease for cable equipment in Tucson, with associated costs and remaining terms detailed for the six months ended July 31, 2023 - The Trust holds operating leases for its corporate offices (month-to-month) and land in Albuquerque (ground lease expires 2058)[118](index=118&type=chunk)[119](index=119&type=chunk) Operating Lease Costs | Metric | Six Months Ended July 31, 2023 | | :-------------------- | :----------------------------- | | Operating Lease Costs | $29,727 | | Weighted average remaining operating lease term | 34 years | | Weighted average discount rate (operating leases) | 4.85% | - The Tucson Oracle Hotel is subject to a non-cancelable cable finance lease expiring in 2023[122](index=122&type=chunk) Finance Lease Costs | Metric | Six Months Ended July 31, 2023 | | :------------------------------------ | :----------------------------- | | Amortization of right-of-use assets (Finance Lease) | $13,874 | | Interest on lease obligations (Finance Lease) | $402 | | Weighted average remaining finance lease term | 1 year | | Weighted average discount rate (finance leases) | 4.85% | [15. Share-Based Payments](index=26&type=section&id=15.%20Share-Based%20Payments) On May 15, 2023, the Board of Trustees approved a grant of 46,000 fully paid IHT restricted shares to Officers, Trustees, and Key Employees, with an aggregate grant date fair value of approximately $55,200, vesting partially in late 2023 and early 2024 - On May 15, 2023, the Trust's Board of Trustees approved a grant of **46,000 fully paid IHT restricted shares** to Officers, Trustees, and Key Employees[123](index=123&type=chunk) - The aggregate grant date fair value of these shares was approximately **$55,200**[123](index=123&type=chunk) - These shares vest partially on December 31, 2023, and February 28, 2024[123](index=123&type=chunk) [16. Notes Receivable (IBC Hospitality Technologies)](index=26&type=section&id=16.%20Notes%20Receivable%20(IBC%20Hospitality%20Technologies)) The Trust holds a secured promissory note of $1,925,000 from the sale of its technology subsidiary, IBC Hotels LLC, with 3.75% interest, maturing on June 1, 2024, and management believes its collectability is probable - The Trust holds a secured promissory note of **$1,925,000** from the sale of its technology subsidiary, IBC Hotels LLC, with interest accrued at **3.75% per annum**[124](index=124&type=chunk) - No interest accrued or payments on the note receivable (principal and interest) are due through May 2023[127](index=127&type=chunk) - The note matures on June 1, 2024, and IHT is in discussions for a further extension/modification[127](index=127&type=chunk) - Management believes the collectability of the current carrying value of the note is probable[125](index=125&type=chunk) [17. Income Taxes](index=26&type=section&id=17.%20Income%20Taxes) The Trust is taxed as a C-Corporation and, as of January 31, 2023, had deferred tax assets of $4.3 million and a deferred tax liability of $1.8 million, with a valuation allowance of approximately $2.6 million - The Trust is taxed as a C-Corporation[127](index=127&type=chunk) - As of January 31, 2023, the Trust had deferred tax assets of **$4.3 million** (comprising **$1.4 million** in net operating loss carryforwards and **$2.9 million** in syndications) and a deferred tax liability of **$1.8 million**[127](index=127&type=chunk) - A valuation allowance of approximately **$2.6 million** was determined against the net deferred tax asset[127](index=127&type=chunk) [18. COVID-19 Disclosure](index=27&type=section&id=18.%20COVID-19%20DISCLOSURE) The detrimental impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished, with lodging demand and revenue levels largely recovered and no longer considered a major factor for Fiscal Year 2024 - The material detrimental impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished[128](index=128&type=chunk)[130](index=130&type=chunk) - Lodging demand and revenue levels have rebounded to near full recovery[130](index=130&type=chunk) - COVID-19 is no longer considered a major factor for Fiscal Year 2024 (February 1, 2023, to January 31, 2024)[130](index=130&type=chunk) [19. Occupancy Tax](index=27&type=section&id=19.%20Occupancy%20Tax) No occupancy tax assessments have occurred since September 2020, and management has concluded that any discrepancy on prior reported periods is qualitatively immaterial - No occupancy tax assessments have transpired since September 2020[131](index=131&type=chunk) - Management has assessed the materiality of any discrepancy on prior reported periods and concluded it is qualitatively immaterial[131](index=131&type=chunk) [20. Employee Retention Tax Credit](index=27&type=section&id=20.%20Employee%20Retention%20Tax%20Credit) The Trust is participating in the Employee Retention Credit program, expecting to receive approximately $2.7 million in employment tax refunds and credits for 2020 and 2021, having received $1.9 million as of July 31, 2023 - The Trust is participating in the Employee Retention Credit program, expecting to receive approximately **$2.7 million** in employment tax refunds and credits for 2020 and 2021[132](index=132&type=chunk)[133](index=133&type=chunk) - As of July 31, 2023, IHT has received approximately **$1.9 million** and is expected to receive an additional **$0.8 million**[133](index=133&type=chunk) [21. Subsequent Events](index=27&type=section&id=21.%20Subsequent%20Events) The Trust maintains a conservative dividend policy, repurchased 76,165 shares after July 31, 2023, and expects continued record hotel operating results for FY2024, while remaining compliant with NYSE American listing standards - The Trust maintains a conservative dividend policy, paying two semi-annual dividends totaling **$0.02 per share** per Fiscal Year[134](index=134&type=chunk) - Subsequent to July 31, 2023, the Trust repurchased **76,165 Shares of Beneficial Interest** for approximately **$183,533**[135](index=135&type=chunk) - Hotel operations achieved record results for Fiscal Year ended January 31, 2023, with Net Income Attributable to Controlling Interests doubling (**106% increase**) to **$523,171** and EPS increasing to **$0.06**[136](index=136&type=chunk) - Continued record results are expected for the two hotels during Fiscal Year 2024[136](index=136&type=chunk) - IHT is fully compliant with all NYSE American Continued Listing Standards Equity Requirements as of August 29, 2022[135](index=135&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Trust's financial performance, condition, and future outlook, including forward-looking statements, hotel operations, liquidity, and strategic positioning [General](index=29&type=section&id=General) This section provides management's discussion and analysis of the Trust's financial condition and results of operations, to be read in conjunction with the unaudited condensed consolidated financial statements and the audited Form 10-K - The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the audited Form 10-K for the fiscal year ended January 31, 2023[138](index=138&type=chunk) [Forward-Looking Statements](index=29&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements regarding future events and financial performance, subject to various uncertainties and factors that may cause actual results to differ materially, which the Trust does not undertake to update unless required by law - Statements are forward-looking and subject to many uncertainties and factors that may cause actual results to differ materially from any future results expressed or implied[139](index=139&type=chunk)[140](index=140&type=chunk) - Examples of uncertainties include virus pandemic effects on the travel industry, potential risks of investments (including UniGen), inflation, economic recession, competition, and the ability to sell hotel properties[140](index=140&type=chunk) - The Trust does not undertake any obligation to update publicly or revise any forward-looking statements except as may be required by law[142](index=142&type=chunk) [Overview](index=31&type=section&id=Overview) IHT owns and operates two moderate-service hotels, with operations constituting one reportable segment, and expects continued strong performance in FY2024, while pursuing a strategic plan to sell hotels, diversify into clean energy with UniGen, and seek a merger - IHT is engaged in the ownership and operation of two moderate-service hotels in Tucson, Arizona, and Albuquerque, New Mexico, with **270 suites**, branded as InnSuites and Best Western[143](index=143&type=chunk) - Operations consist of one reportable segment: Hotel Ownership Operations & Hotel Management Services[145](index=145&type=chunk) - The Trust expects Fiscal Year 2024 to continue strong for the travel industry, with increased room rates and cost control leading to improved profitability, supported by fully completed hotel refurbishments[148](index=148&type=chunk) - The strategic plan is to obtain full market value for the two Hotels (over the next 12-36 months), diversify with the UniGen clean energy investment, and seek a larger private reverse merger partner[149](index=149&type=chunk)[150](index=150&type=chunk) - The UniGen investment includes **$1 million** in convertible debentures, **525,000 UniGen shares**, and warrants to purchase approximately an additional **2 million shares**, potentially resulting in up to **25% ownership**[150](index=150&type=chunk) [Hotel Operations (Performance Metrics)](index=32&type=section&id=Hotel%20Operations%20(Performance%20Metrics)) Hotel operating expenses primarily consist of labor, property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, depreciation, and hotel operating expenses, with performance evaluated using occupancy, average daily rate (ADR), and revenue per available room (REVPAR) - Hotel operating expenses primarily consist of labor, property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, depreciation, and hotel operating expenses[151](index=151&type=chunk) - Performance is evaluated using occupancy (rooms sold/total rooms), average daily rate (ADR) (total room revenue/rooms sold), and revenue per available room (REVPAR) (total room revenue/rooms available)[151](index=151&type=chunk) Combined Hotel Performance (Six Months Ended July 31) | Metric | 2023 | 2022 | Change | % Change | | :----------------------- | :----- | :----- | :----- | :------- | | Occupancy | 83.28% | 77.00% | 6.28% | 8.16% | | Average Daily Rate (ADR) | $94.95 | $99.21 | $(4.26) | -4.29% | | Revenue Per Available Room (REVPAR) | $79.07 | $76.39 | $2.68 | 3.51% | Albuquerque Hotel Performance (Six Months Ended July 31) | Metric | 2023 | 2022 | Change | % Change | | :----------------------- | :----- | :----- | :----- | :------- | | Occupancy | 91.60% | 85.10% | 6.50% | 7.64% | | Average Daily Rate (ADR) | $97.05 | $100.37 | $(3.32) | -3.31% | | Revenue Per Available Room (REVPAR) | $88.90 | $85.42 | $3.48 | 4.07% | Tucson Hotel Performance (Six Months Ended July 31) | Metric | 2023 | 2022 | Change | % Change | | :----------------------- | :----- | :----- | :----- | :------- | | Occupancy | 77.38% | 71.26% | 6.12% | 8.59% | | Average Daily Rate (ADR) | $93.18 | $98.22 | $(5.04) | -5.13% | | Revenue Per Available Room (REVPAR) | $72.10 | $69.99 | $2.11 | 3.01% | [Results of Operations for the Fiscal Twelve Month Trailing Ended July 31, 2023 Compared to the Fiscal Twelve Month Trailing Ended July 31, 2022](index=34&type=section&id=Results%20of%20Operations%20for%20the%20Fiscal%20Twelve%20Month%20Trailing%20Ended%20July%2031%2C%202023%20Compared%20to%20the%20Fiscal%20Twelve%20Month%20Trailing%20Ended%20July%2031%2C%202022) For the twelve months ended July 31, 2023, total revenues increased by 1% to $7.24 million, while operating expenses rose by 8%, leading to an operating loss and a 60% decrease in consolidated net income despite a 100% increase in Employee Retention Benefit Financial Performance (Twelve Months Ended July 31) | Metric | FY 2023/2024 | FY 2022/2023 | Change | % Change | | :---------------------- | :----------- | :----------- | :------- | :------- | | Total Revenues | $7,237,569 | $7,175,813 | $61,756 | 1% | | Operating Expenses | $7,658,155 | $7,081,308 | $576,847 | 8% | | Operating (Loss) Income | $(420,586) | $94,505 | $(515,091) | 545% | | Consolidated Net Income | $639,531 | $1,610,355 | $(970,824) | 60% | | Employee Retention Benefit | $1,403,164 | $1,052,373 | $350,791 | 100% | [Results of Operations for the Six Months Ended July 31, 2023 Compared to the Six Months Ended July 31, 2022](index=34&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20July%2031%2C%202023%20Compared%20to%20the%20Six%20Months%20Ended%20July%2031%2C%202022) For the six months ended July 31, 2023, total revenue increased by 2% to $3.93 million, driven by recovery and refurbishments, while operating expenses increased by 6%, leading to an 80% decrease in operating income and a 15% decrease in consolidated net income Financial Performance (Six Months Ended July 31) | Metric | 2023 | 2022 | Change | % Change | | :---------------------- | :----------- | :----------- | :------- | :------- | | Total Revenues | $3,927,084 | $3,835,202 | $91,882 | 2% | | Operating Expenses | $3,896,643 | $3,681,510 | $215,133 | 6% | | Operating Income | $30,441 | $153,692 | $(123,251) | 80% | | Consolidated Net Income | $531,825 | $629,345 | $(97,520) | (15%) | - Earnings Per Share based on Consolidated Net Income decreased by **15%** to **$0.06** (2023) from **$0.07** (2022)[160](index=160&type=chunk) - Earnings Per Share based on net income attributable to Controlling Interest remained flat at **$0.03** for both periods[160](index=160&type=chunk) - Room revenues increased by **3%** to approximately **$3.86 million** for the six months ended July 31, 2023, compared to **$3.75 million** in the prior year[162](index=162&type=chunk) - Total expenses net of interest expense increased by approximately **$0.38 million**, or **10%**, to **$4.06 million**[163](index=163&type=chunk) - Hospitality expense increased by approximately **$69,000**, or **43%**, to **$232,000**, primarily due to COVID-19 regulations minimizing food service availability[169](index=169&type=chunk) [Results of Operations for the Three Months Ended July 31, 2023 Compared to the Three Months Ended July 31, 2022](index=36&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20July%2031%2C%202023%20Compared%20to%20the%20Three%20Months%20Ended%20July%2031%2C%202022) For the three months ended July 31, 2023, total revenue increased by 1% to $1.72 million, but operating expenses rose by 11%, leading to an operating loss and a significant 71% decrease in consolidated net income Financial Performance (Three Months Ended July 31) | Metric | 2023 | 2022 | Change | % Change | | :---------------------- | :----------- | :----------- | :------- | :------- | | Total Revenues | $1,721,128 | $1,699,107 | $22,021 | 1% | | Operating Expenses | $1,867,165 | $1,683,518 | $(183,647) | (11%) | | Operating (Loss) Income | $(146,037) | $15,589 | $(161,626) | 1,037% | | Consolidated Net Income | $76,182 | $260,195 | $(184,013) | 71% | - Earnings Per Share based on Consolidated Net Income decreased to **$0.01** (2023) from **$0.03** (2022)[175](index=175&type=chunk) - Earnings Per Share based on net income attributable to Controlling Interest decreased to **$0.00** (2023) from **$0.01** (2022)[175](index=175&type=chunk) - Room revenues increased by **1%** to approximately **$1.69 million** for the three months ended July 31, 2023, compared to **$1.66 million** in the prior year[177](index=177&type=chunk) - Total expenses net of interest expense increased by approximately **$0.03 million**, or **20%**, to **$2.03 million**[178](index=178&type=chunk) - Hospitality expense increased by approximately **$26,000**, or **31%**, to **$111,000**, primarily due to COVID-19 reduction of regulations minimizing food service availability[185](index=185&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The Trust's primary cash sources are hotel management fees, distributions, and potential hotel sales, with $2.4 million in cash and $2.25 million in credit lines as of July 31, 2023, providing sufficient liquidity for the next 12 months - Primary cash sources include monthly management fees from hotels, distributions from the Partnership, and potential future real estate hotel sales[190](index=190&type=chunk) - As of July 31, 2023, the Trust had approximately **$2.4 million** of cash and availability of **$2.25 million** from combined credit facilities, believing it has enough cash to meet financial obligations for at least the next twelve months[192](index=192&type=chunk) - Net cash provided by operating activities totaled approximately **$1,439,000** during the six months ended July 31, 2023, compared to **$129,000** in the prior year[196](index=196&type=chunk) - Net cash used in investing activities totaled approximately **$277,000** for the six months ended July 31, 2023, primarily due to improvements and additions to hotel properties[199](index=199&type=chunk) - Net cash (used in) provided by financing activities totaled approximately **$(874,000)** for the six months ended July 31, 2023, a significant decrease from **$2,112,000** in the prior year, primarily due to the refinance of the Tucson Oracle mortgage in 2022[200](index=200&type=chunk) - Capital expenditures for hotel improvements were approximately **$247,000** for the six months ended July 31, 2023[204](index=204&type=chunk) - Minimum debt payments for Fiscal Year 2024 are approximately **$581,000**[205](index=205&type=chunk) [Competition in the Hotel Industry](index=39&type=section&id=Competition%20in%20the%20Hotel%20Industry) The hotel industry is competitive, with IHT's recent renovations expected to drive demand, and the Trust may diversify away from hotels into investments like UniGen Power, Inc., or pursue a merger - The hotel industry is competitive, and some competitors may have greater marketing and financial resources than the Trust[207](index=207&type=chunk) - Completed renovations at the Tucson and Albuquerque hotel properties are expected to see incremental demand[209](index=209&type=chunk) - The recovery of the travel industry from virus-related restrictions is benefiting the Trust's hotels in the first two fiscal quarters of 2024, with continued upward trend expected[209](index=209&type=chunk) - The Trust may diversify further into investments such as UniGen Power, Inc., or seek further diversification through a merger or reverse merger with a larger non-public entity[210](index=210&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The Trust's most critical accounting policies relate to the valuation of hotel properties, including impairment testing, with no impairment recognized for the six months ended July 31, 2023 or 2022, and plans to sell its two remaining hotel properties within 12-36 months - The most critical accounting policies relate to the valuation of hotel properties, including methods used to recognize and measure any identified impairment[212](index=212&type=chunk)[213](index=213&type=chunk) - No hotel properties impairment loss was recognized for the six months ended July 31, 2023 or 2022, and management does not believe the carrying values are impaired[213](index=213&type=chunk) - The Trust plans to sell its two remaining hotel properties (Tucson and Albuquerque) within **12-36 months** at estimated market asking prices[214](index=214&type=chunk)[229](index=229&type=chunk) Estimated Market Asking Price for Hotels (as of July 31, 2023) | Hotel Property | Book Value | Mortgage Balance | Estimated Market Asking Price | | :------------- | :--------- | :--------------- | :---------------------------- | | Albuquerque | $1,015,424 | $1,228,045 | $9,500,000 | | Tucson Oracle | $6,067,608 | $8,135,354 | $18,500,000 | | **Total** | **$7,083,032** | **$9,363,399** | **$28,000,000** | - Revenues are primarily derived from room rentals, food and beverage sales, management and trademark fees, recognized as services are rendered[215](index=215&type=chunk)[216](index=216&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) The Trust presents Adjusted EBITDA and Funds From Operations (FFO) as non-GAAP measures to assist investors in evaluating operating performance, providing additional insights into financial condition and operating performance - Adjusted EBITDA and Funds From Operations (FFO) are presented as non-GAAP measures to assist investors in evaluating operating performance[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) Adjusted EBITDA (Six Months Ended July 31) | Metric | 2023 | 2022 | | :------------------------------------ | :------- | :------- | | Net income attributable to controlling interests | $246,000 | $284,000 | | Add back: Depreciation | $335,000 | $344,000 | | Add back: Interest expense | $253,000 | $258,000 | | Less: Interest Income | $(34,000) | $(32,000) | | **Adjusted EBITDA** | **$800,000** | **$854,000** | Adjusted EBITDA (Three Months Ended July 31) | Metric | 2023 | 2022 | | :------------------------------------ | :------- | :------- | | Net income attributable to controlling interests | $19,000 | $103,000 | | Add back: Depreciation | $167,000 | $173,000 | | Add back: Interest expense | $163,000 | $123,000 | | Less: Interest Income | $(16,000) | $(16,000) | | **Adjusted EBITDA** | **$333,000** | **$383,000** | FFO (Six Months Ended July 31) | Metric | 2023 | 2022 | | :------------------------------------ | :------- | :------- | | Net income attributable to controlling interests | $246,000 | $284,000 | | Add back: Depreciation | $335,000 | $344,000 | | Add back: Non-controlling interest | $286,000 | $346,000 | | **FFO** | **$867,000** | **$974,000** | FFO (Three Months Ended July 31) | Metric | 2023 | 2022 | | :------------------------------------ | :------- | :------- | | Net income attributable to controlling interests | $19,000 | $103,000 | | Add back: Depreciation | $335,000 | $344,000 | | Add back: Non-controlling interest | $57,000 | $158,000 | | **FFO** | **$411,000** | **$605,000** | [Future Positioning](index=43&type=section&id=Future%20Positioning) The Trust continues to actively seek buyers for its two remaining hotel properties at estimated market asking prices totaling $28 million, with a long-term strategic plan to realize full real estate equity, benefit from the UniGen clean energy investment, and pursue a merger - The Trust continues to actively seek buyers for its two remaining Hotel properties, the Tucson Hotel and Albuquerque Hotel[226](index=226&type=chunk) Hotel Property Book Values, Mortgage Balances, and Estimated Market Asking Prices | Hotel Property | Book Value | Mortgage Balance | Estimated Market Asking Price | | :------------- | :--------- | :--------------- | :---------------------------- | | Albuquerque | $1,015,424 | $1,228,045 | $9,500,000 | | Tucson Oracle | $6,067,608 | $8,135,354 | $18,500,000 | | **Total** | **$7,083,032** | **$9,363,399** | **$28,000,000** | - The Trust plans to sell its remaining two Hotel properties within **12-36 months**[229](index=229&type=chunk) - The long-term strategic plan is to obtain the full benefit of real estate equity, benefit from the UniGen Power, Inc. clean energy operation diversified investment, and pursue a merger with a larger private entity seeking an NYSE AMERICAN Exchange listing[231](index=231&type=chunk) [Share Repurchase Program](index=43&type=section&id=Share%20Repurchase%20Program) The Trust's Share Repurchase Program was highly successful in Fiscal Year 2023 and is planned to continue in Fiscal Year 2024 - The Company Stock Buyback Plan was highly successful during Fiscal Year 2023 (February 1, 2022, to January 31, 2023)[232](index=232&type=chunk) - The Trust plans to continue the stock and unit buybacks in the current Fiscal Year 2024[232](index=232&type=chunk) [Off-Balance Sheet Arrangements](index=44&type=section&id=Off-Balance%20Sheet%20Arrangements) The Trust does not have any off-balance sheet financing arrangements or liabilities, nor any majority-owned or controlled subsidiaries not included in its consolidated financial statements - The Trust does not have any off-balance sheet financing arrangements or liabilities[233](index=233&type=chunk) - The Trust does not have any majority-owned or controlled subsidiaries that are not included in its consolidated financial statements[233](index=233&type=chunk) [Seasonality](index=44&type=section&id=Seasonality) The Hotels' operations are seasonal, with Tucson experiencing highest occupancy in Q1/Q4 and Albuquerque's most profitable periods in Q2/Q3, providing some balance, but increasing vulnerability to risks - The Tucson Arizona Hotel historically experiences the highest occupancy in the first Fiscal Quarter (winter high season) and, to a lesser extent, the fourth Fiscal Quarter, with the second Fiscal Quarter (summer low season) being the lowest[234](index=234&type=chunk) - The Albuquerque, New Mexico Hotel historically experiences its most profitable periods during the second and third Fiscal Quarters (summer high season), providing some balance to the overall seasonality[234](index=234&type=chunk) - The seasonal nature of the business increases vulnerability to risks such as travel disruptions, labor force shortages, and cash flow issues[235](index=235&type=chunk) [Inflation](index=44&type=section&id=Inflation) The Trust relies on its hotels' ability to increase revenue to keep pace with inflation, though competitive pressures may limit rate increases, with substantial rate increases experienced in Fiscal Year 2023 to offset rising expenses - The Trust relies entirely on the performance of the Hotels and InnSuites' ability to increase revenue to keep pace with inflation[236](index=236&type=chunk) - Competitive pressures may limit InnSuites' ability to raise room rates as fast as or faster than inflation[236](index=236&type=chunk) - During Fiscal Year 2023, InnSuites did experience substantial increases in rates to offset inflationary increases in labor and other expenses[236](index=236&type=chunk) [Investment in UniGen Power, Inc.](index=44&type=section&id=Investment%20in%20UniGen%20Power%2C%20Inc.) The Trust made a $1 million diversification investment in UniGen Power Inc., a clean energy company, including convertible debentures, common stock, and warrants, potentially leading to 25% fully diluted equity ownership, with UniGen currently seeking additional capital for prototype assembly and testing - The Trust made an initial **$1 million** diversification investment in UniGen Power Inc. (developing a patented efficient clean energy generation innovation) in late Fiscal Year 2020 and early Fiscal Year 2021[237](index=237&type=chunk) - The investment includes **$1,000,000** in secured convertible debentures (**6% annual interest**, convertible into **1,000,000 Class A shares**), approximately **525,000 shares** of UniGen stock, and warrants to purchase up to **1,500,000 additional shares**[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk) - The total potential stock ownership upon conversion and exercise of warrants could amount to approximately **3 million UniGen shares**, representing approximately **25%** of fully diluted UniGen equity[241](index=241&type=chunk) - UniGen has completed prototype design engineering for the UPI 1000TA engine and is currently seeking additional capital to complete assembly and testing[244](index=244&type=chunk) - The UniGen investment is valued as a Level 3 fair value measurement[243](index=243&type=chunk)[248](index=248&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies - This item is not required for smaller reporting companies[249](index=249&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) As of July 31, 2023, management concluded that disclosure controls and procedures were fully effective, and internal control over financial reporting was also fully effective, with remediation initiatives implemented to strengthen controls - Management, including the CEO and CFO, concluded that disclosure controls and procedures were fully effective as of July 31, 2023[250](index=250&type=chunk) - Management assessed the effectiveness of internal control over financial reporting as fully effective as of July 31, 2023, based on the COSO Internal Control - Integrated Framework (2013)[254](index=254&type=chunk) - Remediation initiatives to enhance internal control over financial reporting include increasing technical accounting expertise (CFO, Corporate Controller, Staff Accountants) and improving the control environment[255](index=255&type=chunk)[256](index=256&type=chunk) - Continued positive changes in internal control over financial reporting occurred during the three months ended July 31, 2023[259](index=259&type=chunk) [PART II. OTHER INFORMATION](index=47&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The Trust has no material legal proceedings to report - The Trust has no material legal proceedings to report[261](index=261&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) The risks related to COVID-19 have significantly diminished, with lodging demand and revenue levels largely recovered, and the pandemic is no longer considered a major factor for Fiscal Year 2024 - The shrinking impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished[262](index=262&type=chunk)[263](index=263&type=chunk) - Lodging demand and revenue levels are largely recovered[263](index=263&type=chunk) - COVID-19 is no longer considered a major factor for Fiscal Year 2024 (February 1, 2023, to January 31, 2024)[263](index=263&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Holders of Shares of Beneficial Interest have dividend and voting rights, and for the three months ended July 31, 2023, the Trust repurchased 15,795 shares, intending to continue repurchases as the share price is believed to not fully recognize the Trust's value - Holders of the Trust's Shares of Beneficial Interest are entitled to receive dividends and possess ordinary voting rights[264](index=264&type=chunk) - For the three months ended July 31, 2023, the Trust repurchased **15,795 Shares of Beneficial Interest** at an average price of **$2.53 per share**[265](index=265&type=chunk) - The Trust intends to continue repurchasing Shares of Beneficial Interest, believing the share price does not fully recognize the Trust's full value and/or potential[265](index=265&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Trust has no defaults upon senior securities to report - None[267](index=267&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Trust has no mine safety disclosures to report - None[268](index=268&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) No other information is reported in this section - None[269](index=269&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Section 302 and 906 Certifications by the CEO and CFO, and Inline XBRL Exhibits - Exhibits include Section 302 Certifications by the Chief Executive Officer and Chief Financial Officer, and Section 906 Certification of Principal Executive Officer and Principal Financial Officer[270](index=270&type=chunk) - Inline XBRL Exhibits are also included[270](index=270&type=chunk) ```

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of InnSuites Hospitality Trust, including balance sheets, statements of operations, shareholders' equity, and cash flows, with detailed notes on operations, accounting policies, and financial position for periods ending April 30, 2023, and January 31, 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show a slight decrease in total assets and liabilities from January 31, 2023, to April 30, 2023, while total equity increased, with key changes including decreased cash and increased employee retention credit receivable Condensed Consolidated Balance Sheet Highlights | Metric | April 30, 2023 | January 31, 2023 | | :-------------------------------- | :------------- | :--------------- | | Total Assets | $17,006,688 | $17,019,972 | | Total Liabilities | $12,988,777 | $13,337,827 | | Total Equity | $4,017,911 | $3,682,145 | | Cash | $1,704,285 | $2,111,383 | | Employee Retention Credit Receivable | $2,104,746 | $1,753,955 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended April 30, 2023, the company reported an increase in total revenue and a significant rise in consolidated net income and net income attributable to controlling interests compared to the same period in 2022 Condensed Consolidated Statements of Operations Highlights (Three Months Ended April 30) | Metric | 2023 | 2022 | Change | % Change | | :------------------------------------ | :------------- | :------------- | :------------- | :------- | | Total Revenue | $2,205,956 | $2,136,095 | $69,861 | 3.27% | | Operating Income | $186,280 | $145,140 | $41,140 | 28.34% | | Consolidated Net Income | $465,445 | $376,187 | $89,258 | 23.72% | | Net Income Attributable to Controlling Interests | $236,608 | $188,115 | $48,493 | 25.78% | | Net Income Per Share – Basic & Diluted | $0.03 | $0.02 | $0.01 | 50.00% | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) The statements of shareholders' equity show an increase in total equity from January 31, 2023, to April 30, 2023, driven by net income and shares issued for services, partially offset by distributions to non-controlling interests Shareholders' Equity Changes (Three Months Ended April 30, 2023) | Metric | Amount | | :-------------------------------- | :------------- | | Balance, January 31, 2023 | $3,682,145 | | Net Income | $465,445 | | Shares of Beneficial Interest Issued for Services Rendered | $19,760 | | Distribution to Non-Controlling Interests | $(149,439) | | Balance, April 30, 2023 | $4,017,911 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities decreased significantly, while cash used in investing activities also decreased; financing activities shifted from a net cash inflow in 2022 to a net cash outflow in 2023, resulting in a net decrease in cash and cash equivalents for the current period Condensed Consolidated Statements of Cash Flows Highlights (Three Months Ended April 30) | Metric | 2023 | 2022 | Change | % Change | | :------------------------------------ | :------------- | :------------- | :------------- | :------- | | Net Cash Provided By Operating Activities | $37,036 | $92,445 | $(55,409) | -59.94% | | Net Cash Used In Investing Activities | $(123,290) | $(160,332) | $37,042 | -23.10% | | Net Cash (Used In) Provided By Financing Activities | $(320,844) | $2,697,064 | $(3,017,908) | -111.89% | | Net (Decrease) Increase In Cash and Cash Equivalents | $(407,098) | $2,629,177 | $(3,036,275) | -115.48% | | Cash and Cash Equivalents at End of Period | $1,704,285 | $3,853,557 | $(2,149,272) | -55.77% | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential context and detailed breakdowns for the unaudited condensed consolidated financial statements, covering the company's business model, significant accounting policies, ownership structures, debt obligations, related party transactions, and recent events affecting its financial position and performance [1. Nature of Operations and Basis of Presentation](index=8&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PRESENTATION) InnSuites Hospitality Trust operates as an Ohio REIT, owning and managing two hotels in Arizona and New Mexico under both 'InnSuites' and 'Best Western' brands, holding a significant investment in UniGen Power Inc., and actively exploring strategic options while managing seasonal hotel operations - InnSuites Hospitality Trust (IHT) is a publicly traded unincorporated Ohio real estate investment trust (REIT) with **two hotels** in Arizona and New Mexico that it owns and manages under the 'InnSuites' and 'Best Western' brands[21](index=21&type=chunk) - The Trust holds a **$1 million 6%** convertible debenture in UniGen Power Inc. ('UniGen'), approximately **$603,750** in UniGen's privately-held common stock, and warrants for future UniGen investments[21](index=21&type=chunk) - The Trust's principal cash sources are revenues from hotel room reservations and RRF Management fees, with liquidity also dependent on debt service, intercompany advances, and potential asset sales[30](index=30&type=chunk) - With approximately **$1.7 million** in cash and **$2.25 million** available from credit facilities, the Trust believes it has sufficient liquidity for the next **twelve months** and is analyzing strategic options like hotel sales or a merger[34](index=34&type=chunk) - Hotel operations are seasonal, with the Tucson, Arizona hotel experiencing highest occupancy in the first and fourth fiscal quarters, and the Albuquerque, New Mexico hotel being most profitable in the second and third fiscal quarters, providing some balance[42](index=42&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section details the critical accounting policies, including the use of estimates, depreciation of property and equipment, revenue recognition for hotel operations, and the valuation of the UniGen Power Inc. investment, also covering policies for accounts receivable, lease accounting, stock-based compensation, and fair value measurements - Management's preparation of financial statements requires significant estimates and assumptions, particularly for the estimated useful lives and recoverability of long-lived assets and their fair values[45](index=45&type=chunk)[46](index=46&type=chunk) - Revenues are primarily derived from room rentals, food and beverage sales, and management/trademark fees, recognized as services are rendered and collectability is reasonably assured[54](index=54&type=chunk) - The Trust's investment in UniGen Power Inc. includes a **$1,000,000** secured convertible debenture at **6% interest**, convertible into **1,000,000 Class A shares**, and warrants to purchase up to **1,500,000 additional shares**, potentially leading to approximately **25%** of UniGen's fully diluted equity[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - As of April 30, 2023, IHT held **510,000 common shares** of UniGen, purchased at a cost of **$603,750**, with management believing cost approximates fair value due to UniGen's R&D phase and no significant operational changes[77](index=77&type=chunk) - UniGen management reports progress on completing the UPI 1000TA first prototype, with engineering complete and capital raising underway, and an increased estimated market price for the product[77](index=77&type=chunk)[78](index=78&type=chunk) [3. Ownership Interests in Albuquerque and Tucson Subsidiaries](index=16&type=section&id=3.%20OWNERSHIP%20INTERESTS%20IN%20ALBQUERQUE%20AND%20TUCSON%20SUBSIDIARIES) The Trust has sold non-controlling interests in its Albuquerque and Tucson hotel subsidiaries as part of an Equity Enhancement Plan, maintaining majority ownership in the Tucson entity, with these units structured into classes with differing priority distribution rights - The Trust sold non-controlling interests in Albuquerque Suite Hospitality, LLC and Tucson Hospitality Properties, LLLP for **$10,000 per unit** as part of its Equity Enhancement Plan to comply with NYSE American listing standards[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - As of April 30, 2023, the Trust held a **21.50% ownership interest** in the Albuquerque entity, and the Partnership held a **51.01% ownership interest** in the Tucson entity[86](index=86&type=chunk)[87](index=87&type=chunk) - Units in these entities are allocated to **Class A, B, and C**, with **Class A** (unrelated third parties) having priority for distributions over **Class B** (Trust/Partnership) and **Class C** (Mr. Wirth/affiliates)[82](index=82&type=chunk)[85](index=85&type=chunk) [4. Variable Interest Entities](index=18&type=section&id=4.%20VARIABLE%20INTEREST%20ENTITIES) Management has determined that the Albuquerque entity is a variable interest entity (VIE) with the Partnership as the primary beneficiary, based on the Partnership's and Trust's control over decisions and guarantees of financial obligations - The Partnership has determined the Albuquerque entity to be a variable interest entity (VIE), with the Partnership as the primary beneficiary, due to its ability to exercise control and guarantees of material financial obligations[89](index=89&type=chunk)[90](index=90&type=chunk) - Both the Partnership and the Trust provided mortgage loan guarantees, enabling the properties to obtain necessary financing[91](index=91&type=chunk) [5. Property and Equipment](index=18&type=section&id=5.%20PROPERTY%20AND%20EQUIPMENT) This section provides a breakdown of the net book value of hotel properties and corporate property, plant, and equipment as of April 30, 2023, and January 31, 2023, after accounting for accumulated depreciation Property and Equipment, Net | Category | April 30, 2023 | January 31, 2023 | | :-------------------------- | :------------- | :--------------- | | Hotel properties, net | $7,108,524 | $7,166,199 | | Corporate PP&E, net | $41,076 | $43,289 | [6. Mortgage Notes Payable](index=19&type=section&id=6.%20MORTGAGE%20NOTES%20PAYABLE) Details the mortgage notes payable for the Tucson and Albuquerque hotel properties, including their principal balances, interest rates, and guarantees, with the Tucson property's loan refinanced for $8.4 million and the Albuquerque property having a $1.4 million loan - Tucson Hospitality Properties LLLP refinanced a loan for **$8.4 million** at **4.99% interest**, amortized over **25 years**, and guaranteed by InnSuites Hospitality Trust and related parties[94](index=94&type=chunk) - As of April 30, 2023, the mortgage loan balance for Tucson was approximately **$9,475,000**, with monthly installments of **$49,778**[95](index=95&type=chunk) - Albuquerque Suites Hospitality, LLC has a **$1.4 million** loan with Republic Bank of Arizona, maturing December 2, 2029, with an initial interest rate of **4.90%** and guaranteed by InnSuites Hospitality Trust[96](index=96&type=chunk) - As of April 30, 2023, the mortgage loan balance for Albuquerque was approximately **$1,299,000**, net of financing fees[96](index=96&type=chunk) [7. Notes Payable and Notes Receivable – Related Party](index=19&type=section&id=7.%20NOTES%20PAYABLE%20AND%20NOTES%20RECEIVABLE%20%E2%80%93%20RELATED%20PARTY) The Trust maintains a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC, a related party, with a **7.0% per annum** interest rate and a maximum borrowing capacity of **$2,000,000**, and as of April 30, 2023, the Trust had a receivable balance of approximately **$27,000** - The Trust has a Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC (wholly owned by Mr. Wirth and family members) at **7.0% per annum**, with a maximum borrowing capacity of **$2,000,000**[98](index=98&type=chunk) - As of April 30, 2023, the Trust had an amount receivable of approximately **$27,000** from this related party, compared to **$0** at January 31, 2023[98](index=98&type=chunk) [8. Other Notes Payable](index=20&type=section&id=8.%20OTHER%20NOTES%20PAYABLE) This section outlines the Trust's other unsecured promissory notes outstanding to individual lenders, including a **$200,000** note at **4.5%** and a **$270,000** loan at **4.5%**, both extended to December 2024, with a **$100,000** loan fully repaid in the first fiscal quarter of 2024 - The Trust has a **$200,000** unsecured note payable with an individual lender, accruing interest at **4.5%**, due on demand or in December 2024[100](index=100&type=chunk) - An unsecured loan totaling **$270,000** with an individual investor at **4.5% interest**, payable monthly, has been extended to December 2024[101](index=101&type=chunk) - A **$100,000** unsecured loan at **4.0% interest** was repaid in full during the first fiscal quarter of Fiscal Year 2024[102](index=102&type=chunk) [9. Minimum Debt Payments](index=21&type=section&id=9.%20MINIMUM%20DEBT%20PAYMENTS) This table presents the scheduled minimum debt payments, net of debt discounts, for mortgage notes payable and other notes payable across future fiscal years, totaling approximately **$9.9 million** Scheduled Minimum Debt Payments (as of April 30, 2023) | FISCAL YEAR | MORTGAGES | OTHER NOTES PAYABLE | NOTES PAYABLE - RELATED PARTY | TOTAL | | :---------- | :---------- | :------------------ | :---------------------------- | :---------- | | 2024 | $223,680 | $470,000 | $- | $693,680 | | 2025 | $234,169 | $- | $- | $234,169 | | 2026 | $247,906 | $- | $- | $247,906 | | 2027 | $260,999 | $- | $- | $260,999 | | 2028 | $263,125 | $- | $- | $263,125 | | Thereafter | $8,200,945 | $- | $- | $8,200,945 | | **Total** | **$9,430,824**| **$470,000** | **$-** | **$9,900,824**| [10. Description of Beneficial Interests](index=21&type=section&id=10.%20DESCRIPTION%20OF%20BENEFICIAL%20INTERESTS) Holders of the Trust's Shares of Beneficial Interest are entitled to dividends, ratable share in assets upon liquidation, and ordinary voting rights, with the Trust continuing its share repurchase program, having repurchased **15,795 shares** in the prior year - Holders of the Trust's **Shares of Beneficial Interest** are entitled to receive dividends (if declared), share ratably in assets upon liquidation, and possess ordinary voting rights (one vote per share)[105](index=105&type=chunk) - For the three months ended April 30, 2022, the Trust repurchased **15,795 Shares of Beneficial Interest** at an average price of **$2.53 per share**, and intends to continue its repurchase program[106](index=106&type=chunk) [11. Related Party Transactions](index=22&type=section&id=11.%20RELATED%20PARTY%20TRANSACTIONS) This section details the significant ownership interests of Mr. Wirth and his affiliates in both the Trust and the Partnership, and outlines the management agreements for the hotels, including fees and an employment arrangement with a family member - As of April 30, 2023, Mr. Wirth and his affiliates held **22.51% of the total outstanding Partnership units** and **70.29% of the total issued and outstanding Shares of Beneficial Interest** in the Trust[108](index=108&type=chunk) - The Trust, through its wholly-owned subsidiary RRF Limited Partnership, manages the hotels' daily operations, charging management fees of **5% of room revenue** and a monthly accounting fee of **$2,000 per hotel**[110](index=110&type=chunk) - An immediate family member of Mr. Wirth, Brian James Wirth, is employed part-time by the Trust to provide IT Technology support services, receiving a **$37,000 annual salary**[111](index=111&type=chunk) [12. Statements of Cash Flows, Supplemental Disclosures](index=22&type=section&id=12.%20STATEMENTS%20OF%20CASH%20FLOWS%2C%20SUPPLEMENTAL%20DISCLOSURES) Supplemental cash flow information indicates that the Trust paid **$88,000** in cash for interest during the three months ended April 30, 2023, a decrease from **$118,000** in the prior year, with no cash paid for taxes in either period Cash Paid for Interest and Taxes (Three Months Ended April 30) | Metric | 2023 | 2022 | | :----- | :-------- | :-------- | | Interest | $88,000 | $118,000 | | Taxes | $0 | $0 | [13. Commitments and Contingencies](index=22&type=section&id=13.%20COMMITMENTS%20AND%20CONTINGENCIES) The Trust has commitments including a **4% of the Tucson Oracle hotel's room revenue** deposit for capital expenditures (though no restricted cash balance existed), and fees paid to Best Western for branding, with management believing ongoing legal matters will not materially impact the Trust's financial position - The Trust is obligated to deposit **4% of the Tucson Oracle hotel's room revenue** into an escrow account for capital expenditures, though no cash balance existed in 'Restricted Cash' as of April 30, 2023[113](index=113&type=chunk) - Fees paid for Best Western membership and reservations were approximately **$51,000** for the three months ended April 30, 2023, and **$48,000** for the three months ended April 30, 2021[114](index=114&type=chunk) - Management believes the ultimate disposition of various claims and legal actions arising in the ordinary course of business will not have a material adverse effect on the Trust's consolidated financial position, results of operations, or liquidity[115](index=115&type=chunk)[116](index=116&type=chunk) [14. Leases](index=23&type=section&id=14.%20LEASES) The Trust holds operating leases for its corporate offices and land in Albuquerque, and a finance lease for cable equipment in Tucson, with this section detailing lease costs, cash flow impacts, and the weighted-average remaining lease terms and discount rates for both operating and finance leases Lease Costs (Three Months Ended April 30, 2023) | Lease Type | Cost | | :----------- | :----- | | Operating Lease Cost | $22,660 | | Finance Lease Amortization of ROU assets | $13,874 | | Finance Lease Interest on lease obligations | $218 | Lease Obligations and Terms (as of April 30, 2023) | Metric | Operating Leases | Finance Leases | | :-------------------------------- | :--------------- | :------------- | | Lease Obligations, net | $2,271,681 | $12,812 | | Weighted average remaining lease term (years) | 34 | 1 | | Weighted average discount rate | 4.85% | 4.85% | [15. Share-Based Payments](index=25&type=section&id=15.%20SHARE-BASED%20PAYMENTS) On May 31, 2022, the Board of Trustees approved a grant of **38,000 fully paid IHT restricted shares** to officers, trustees, and key employees, with an aggregate fair value of approximately **$79,040**, vesting over **one year** - On May 31, 2022, the Trust's Board of Trustees approved a grant of **38,000 fully paid IHT restricted shares** to Officers, Trustees, and Key Employees, with an aggregate grant date fair value of approximately **$79,040**, vesting over **one year**[127](index=127&type=chunk) [16. Notes Receivable](index=25&type=section&id=16.%20NOTES%20RECEIVEABLE) The Trust holds a secured promissory note of **$1,925,000** from the sale of its technology subsidiary, IBC Hotels LLC, with interest accruing at **3.75% per annum** and a maturity date of June 1, 2024, with no interest or principal payments due or accrued through May 2023 - The Trust holds a secured promissory note of **$1,925,000** from the sale of IBC Hospitality Technologies (IBC Hotels LLC), with interest accruing at **3.75% per annum** and a maturity date of June 1, 2024[128](index=128&type=chunk) - No interest accrued through May 2023, and no payments on the note receivable (principal and interest) were due through May 2023[128](index=128&type=chunk) - The note is secured by a pledge of the Buyer's interest in IBC and a security interest in all assets of IBC[129](index=129&type=chunk) [17. Income Taxes](index=27&type=section&id=17.%20INCOME%20TAXES) The Trust, taxed as a C-Corporation, has deferred tax assets of **$4.3 million** and a deferred tax liability of **$1.8 million**, with a valuation allowance of approximately **$2.6 million** recognized against the net deferred tax asset - The Trust is taxed as a C-Corporation and has deferred tax assets of **$4.3 million** (including **$1.4 million** in net operating loss carryforwards and **$2.9 million** in syndications) and a deferred tax liability of **$1.8 million** as of January 31, 2023[131](index=131&type=chunk) - A valuation allowance of approximately **$2.6 million** has been determined against the net deferred tax asset[131](index=131&type=chunk) [18. COVID-19 Disclosure](index=27&type=section&id=18.%20COVID-19%20DISCLOSURE) The negative impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished, with lodging demand and revenue levels believed to be fully recovered, and COVID-19 is no longer considered a major factor for Fiscal Year 2024 - The detrimental impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished, with lodging demand and revenue levels believed to be fully recovered[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - COVID-19 is no longer considered a major factor for Fiscal Year 2024 (February 1, 2023, to January 31, 2024)[134](index=134&type=chunk) [19. Occupancy Tax](index=28&type=section&id=19.%20OCCUPANCY%20TAX) No occupancy tax assessments have occurred since September 2020, and management has concluded that any discrepancy on prior reported periods is qualitatively immaterial - No occupancy tax assessments have transpired since September 2020, and management has assessed the materiality of the discrepancy on prior reported periods as qualitatively immaterial[135](index=135&type=chunk) [20. Employee Retention Tax Credit](index=28&type=section&id=20.%20EMPLOYEE%20RETENTION%20TAX%20CREDIT) The Trust expects to receive approximately **$2.7 million** in Employee Retention Tax Refunds and Credits for calendar years 2020 and 2021 under the CARES Act and Consolidated Appropriations Act, with an additional **12%** recognized for the quarter ended April 30, 2023 - The Trust expects to receive approximately **$2.7 million** in Employment Tax Refunds and Credits for calendar years 2020 and 2021 under the CARES Act and The Consolidated Appropriations Act[136](index=136&type=chunk)[137](index=137&type=chunk) - An additional **12%** of the total anticipated Tax Credit receivable was conservatively recognized for the quarter ended April 30, 2023[137](index=137&type=chunk) [21. Subsequent Events](index=28&type=section&id=21.%20SUBSEQUENT%20EVENTS) The Trust maintains its semi-annual dividend policy and has confirmed full compliance with NYSE-American listing standards, with hotel operations achieving record results for Fiscal Year 2023 and the first quarter of Fiscal Year 2024, showing significant increases in net income and EPS - The Trust maintains a conservative semi-annual dividend policy of **$0.01 per share**, totaling **$0.02 per fiscal year**, with the next dividend anticipated for July 31, 2023[138](index=138&type=chunk) - The Trust received communication on August 29, 2022, confirming full compliance with all NYSE-American Continued Listing Standards Equity Requirements[139](index=139&type=chunk) - Hotel operations achieved record results for Fiscal Year 2023 and the Fiscal First Quarter of 2024, with Net Income Attributable to Controlling Interests **doubling by 106% to $523,171** in FY2023 and **EPS increasing to $0.06**[140](index=140&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Trust's financial condition and operating results, detailing its hotel operations, strategic diversification into clean energy, and plans for asset sales and potential mergers, including an analysis of financial performance, liquidity, and key accounting policies [General and Forward-Looking Statements](index=29&type=section&id=General%20and%20Forward-Looking%20Statements) This subsection introduces the MD&A and highlights that forward-looking statements are subject to various uncertainties and factors, including virus pandemics, economic conditions, and investment risks, which could cause actual results to differ materially - Forward-looking statements are subject to many uncertainties and factors, including virus pandemics, inflation, economic recession, and investment risks, that may cause actual results to differ materially[142](index=142&type=chunk)[143](index=143&type=chunk) - Key risks include fluctuations in hotel occupancy and room rates, seasonality, the ability to sell hotels, interest rate fluctuations, and changes in governmental regulations[143](index=143&type=chunk) [Overview](index=31&type=section&id=Overview) The Trust is engaged in hotel ownership and management, operating **two moderate-service hotels**, with a strategic plan involving selling these hotel properties, expanding its UniGen clean energy investment, and pursuing a reverse merger with a private entity to gain a NYSE American listing - The Trust owns and operates **two moderate-service hotels** in Tucson, Arizona, and Albuquerque, New Mexico, with **270 suites**, branded as InnSuites Hotels and Suites and Best Western[146](index=146&type=chunk) - The strategic plan is to obtain full market value for the **two hotels** (over the next **12-36 months**), benefit from the UniGen diversification investment, and pursue a reverse merger with a larger private entity seeking a NYSE American listing[152](index=152&type=chunk)[153](index=153&type=chunk) - The Trust has invested **$1 million** in UniGen Power, Inc. convertible debentures and acquired warrants to purchase an additional **2 million UniGen shares**, potentially resulting in up to **25% ownership**[153](index=153&type=chunk) [Hotel Operations Performance](index=32&type=section&id=Hotel%20Operations%20Performance) For the three months ended April 30, 2023, combined hotel operations showed an increase in occupancy and Revenue Per Available Room (REVPAR), despite a slight decrease in Average Daily Rate (ADR) compared to the prior year Combined Hotel Performance (Three Months Ended April 30) | Metric | 2023 | 2022 | Change | %-Incr/Decr | | :----- | :-------- | :-------- | :-------- | :---------- | | Occupancy | 88.17% | 82.02% | 6.15% | 7.50% | | ADR | $102.79 | $105.45 | $(2.66) | -2.52% | | REVPAR | $90.64 | $86.50 | $4.14 | 4.79% | [Results of Operations (Trailing Twelve Months)](index=34&type=section&id=Results%20of%20Operations%20%28Trailing%20Twelve%20Months%29) For the fiscal **twelve months** ended April 30, 2023, total revenues saw a modest increase, while operating expenses rose more significantly, leading to an operating loss, and consolidated net income decreased compared to the prior year, despite a substantial increase in employee retention benefits Operating Results (Fiscal Twelve Months Trailing Ended April 30) | Metric | FY 2023/2024 | FY 2022/2023 | Change | % Change | | :---------------------- | :----------- | :----------- | :---------- | :------- | | Total Revenues | $7,215,548 | $7,146,769 | $68,779 | 1% | | Operating Expenses | $7,471,743 | $7,098,385 | $373,358 | 5% | | Operating (Loss) Income | $(256,195) | $48,384 | $(304,579) | 630% | | Consolidated Net Income | $826,309 | $1,758,761 | $(932,452) | 53% | [Results of Operations (Three Months Ended April 30)](index=35&type=section&id=Results%20of%20Operations%20%28Three%20Months%20Ended%20April%2030%29) For the three months ended April 30, 2023, the Trust experienced a **3% increase** in total revenue and a **24% increase** in consolidated net income, driven by recovery in demand and prior refurbishments, while operating expenses remained relatively flat year-over-year, with some categories increasing due to higher occupancy and staffing, and others decreasing due to cost savings or reduced marketing focus [Revenue Analysis](index=35&type=section&id=Revenue%20Analysis) Total revenue increased by **3%** for the first fiscal quarter, primarily due to the recovery of demand post-COVID-19 and benefits from prior hotel refurbishments, with room and food and beverage revenues also seeing increases Revenue Highlights (Three Months Ended April 30) | Metric | 2023 | 2022 | Change | % Change | | :-------------------- | :------------- | :------------- | :------------- | :------- | | Total Revenues | $2,205,956 | $2,136,095 | $69,861 | 3% | | Room Revenues | ~$2.18 million | ~$2.08 million | ~$0.10 million | 4% | | Food and Beverage Revenue | ~$18,000 | ~$16,000 | ~$2,000 | 11% | | Consolidated Net Income | ~$465,000 | ~$376,000 | ~$89,000 | 24% | | EPS (Consolidated Net Income) | $0.03 | $0.02 | $0.01 | 50% | [Expense Analysis](index=35&type=section&id=Expense%20Analysis) Total expenses, net of interest, remained relatively flat year-over-year, increasing by **1%**, with room expenses rising due to higher occupancy, food and beverage expenses decreasing due to cost savings, general and administrative expenses increasing due to corporate staffing, and sales and marketing decreasing due to reduced focus - Total expenses, net of interest expense, increased by approximately **$0 million**, or **1%**, remaining close to flat year over year at approximately **$2.0 million** for the three months ended April 30, 2023[169](index=169&type=chunk) - Room expenses increased by approximately **$63,000**, or **11%**, to **$630,000** due to increased occupancy at the hotels[170](index=170&type=chunk) - Food and beverage expenses decreased by approximately **$8,000**, or **15%**, to **$48,000** due to cost savings initiatives[171](index=171&type=chunk) - General and administrative expenses increased by approximately **$18,000** to **$620,000**, primarily due to higher corporate staffing in support of hotels and property sales efforts[172](index=172&type=chunk) - Sales and marketing expense decreased by approximately **$53,000**, or **35%**, to **$97,000** due to decreased focus on sales and marketing following the rebound in hotel occupancy[173](index=173&type=chunk) - Hospitality expense increased by approximately **$43,000**, or **55%**, to **$120,000**, primarily due to expanding complimentary breakfast and social hour offerings[175](index=175&type=chunk) - Real estate and personal property taxes, insurance, and ground rent expenses decreased by approximately **$30,000**, or **21%**, to **$114,000**, resulting from changes in insurance policies and decreased personal property valuations[178](index=178&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The Trust's liquidity is primarily derived from hotel management fees and distributions, supplemented by available credit lines; while cash from operating activities decreased, the Trust believes it has sufficient funds for the next **12 months**, with financing activities seeing a significant decrease due to prior year mortgage refinancing, and the Trust plans to manage debt and pursue asset sales - Principal cash sources include monthly management fees from hotels, distributions from hotel operations, intercompany loan repayments, and potential future real estate hotel sales[179](index=179&type=chunk) - With approximately **$1.7 million** in cash and **$2.25 million** available from credit facilities, the Trust believes it has sufficient liquidity to meet financial obligations for at least the next **twelve months**[181](index=181&type=chunk) Cash Flow Summary (Three Months Ended April 30) | Metric | 2023 | 2022 | Change | % Change | | :------------------------------------ | :------------- | :------------- | :------------- | :------- | | Net Cash Provided By Operating Activities | $37,000 | $92,000 | $(55,000) | -59.78% | | Net Cash Used In Investing Activities | $(123,000) | $(160,000) | $37,000 | -23.13% | | Net Cash (Used In) Provided By Financing Activities | $(321,000) | $2,697,000 | $(3,018,000) | -111.89% | - Minimum debt payments for Fiscal Year 2024 are approximately **$693,000**, including **$223,000** in mortgage notes payable and **$470,000** in other notes payable[196](index=196&type=chunk) [Competition in the Hotel Industry](index=39&type=section&id=Competition%20in%20the%20Hotel%20Industry) The hotel industry remains competitive, and while recent renovations at the Trust's properties are expected to drive demand, potential increases in supply or declines in demand could adversely affect revenues, leading the Trust to actively diversify away from hotel investments and explore a reverse merger - The hotel industry is competitive, and while the Trust's completed renovations are expected to drive incremental demand, increased supply or declining demand could adversely affect occupancy, room rates, and revenues[198](index=198&type=chunk)[200](index=200&type=chunk) - The Trust may not invest further in hotels, instead diversifying into investments like UniGen Power, Inc., and seeking further diversification through a reverse merger with a larger non-public entity[201](index=201&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines the Trust's critical accounting policies, focusing on asset impairment and revenue recognition, with management assessing the valuation of hotel properties and planning to sell the remaining **two hotels** within **12-36 months**, believing their estimated market asking prices are reasonable [Asset Impairment](index=40&type=section&id=Asset%20Impairment) The Trust applies ASC Topic 360-10-35 to test long-lived assets for impairment, comparing carrying value to estimated undiscounted future cash flows, with no impairment loss recognized for the three months ended April 30, 2023, or 2022, and management believing no hotel properties are impaired - The Trust applies ASC Topic 360-10-35 to test long-lived assets for impairment when indicators are present, comparing the carrying amount to estimated undiscounted future cash flows[204](index=204&type=chunk) - No hotel properties impairment loss was recognized for the three months ended April 30, 2023, or 2022, and management does not believe the carrying values of any hotel properties are impaired[204](index=204&type=chunk) [Sale of Hotel Assets](index=40&type=section&id=Sale%20of%20Hotel%20Assets) Management believes its currently owned hotels are valued reasonably at fair market value and plans to sell the **two remaining hotel properties** within **12-36 months**, with an estimated market asking price of **$28,000,000** for both - Management believes its currently owned hotels are valued at prices reasonable in relation to their current fair market value and plans to sell the **two remaining hotel properties** within **12-36 months**[205](index=205&type=chunk) Estimated Market Asking Price for Hotel Properties | Hotel Property | Book Value | Mortgage Balance | Estimated Market Asking Price | | :------------- | :---------- | :--------------- | :---------------------------- | | Albuquerque | $1,004,720 | $1,239,614 | $9,500,000 | | Tucson Oracle | $6,103,804 | $8,191,210 | $18,500,000 | | **Total** | **$7,108,524**| **$9,430,824** | **$28,000,000** | [Revenue Recognition](index=41&type=section&id=Revenue%20Recognition) Revenues are primarily derived from room rentals, food and beverage sales, and management/trademark fees, recognized as services are rendered, with performance obligations for room nights met daily for cancelable reservations or over the reservation period for non-cancelable ones, bundling amenities with the room - Revenues primarily consist of room rentals, food and beverage sales, management and trademark fees, recognized as services are rendered and when collectability is reasonably assured[207](index=207&type=chunk) - For cancelable reservations, revenue is recognized as each room night is met; for non-cancelable reservations, revenue is recognized over the reservation period as room nights are consumed, bundling amenities with the room itself[208](index=208&type=chunk)[209](index=209&type=chunk) [Compliance with Continued Listing Standards of NYSE American](index=41&type=section&id=Compliance%20with%20Continued%20Listing%20Standards%20of%20NYSE%20American) The Trust's Management received communication from the NYSE-American on August 29, 2022, confirming full compliance with all of the Continued Listing Standards Equity Requirements - The Trust received communication from the NYSE-American on August 29, 2022, indicating full compliance with all of the Continued Listing Standards Equity Requirements[211](index=211&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations for non-GAAP financial measures, Adjusted EBITDA and Funds From Operations (FFO), which are used to evaluate the Trust's operating performance, with Adjusted EBITDA remaining relatively stable while FFO increased for the three months ended April 30, 2023, compared to 2022 Adjusted EBITDA (Three Months Ended April 30) | Metric | 2023 | 2022 | | :----- | :-------- | :-------- | | Adjusted EBITDA | $477,000 | $479,000 | Funds From Operations (FFO) (Three Months Ended April 30) | Metric | 2023 | 2022 | | :----- | :-------- | :-------- | | FFO | $634,000 | $548,000 | [Future Positioning](index=43&type=section&id=Future%20Positioning) The Trust's long-term strategic plan involves actively seeking buyers for its **two remaining hotel properties** at market value, benefiting from its UniGen Power, Inc. clean energy investment, and pursuing a reverse merger with a larger private entity to achieve a NYSE American listing - The Board of Trustees continues to actively seek buyers for the **two remaining hotel properties** (Tucson and Albuquerque) at market value, listed on www.suitehotelsrealty.com[217](index=217&type=chunk) - The long-term strategic plan is to obtain the full benefit of real estate equity, benefit from the UniGen Power, Inc. clean energy operation diversified investment, and pursue a merger with another company, likely a private larger entity seeking a NYSE American listing[222](index=222&type=chunk) [Share Repurchase Program](index=43&type=section&id=Share%20Repurchase%20Program) The Trust's stock and unit Repurchase Program was highly successful during Fiscal Year 2023, and the company plans to continue and accelerate these buybacks in the current Fiscal Year 2024 - The stock and unit Repurchase Program was highly successful during Fiscal Year 2023 (February 1, 2022, to January 31, 2023), and the Trust plans to continue and accelerate these buybacks in the current Fiscal Year 2024[223](index=223&type=chunk) [Off-Balance Sheet Arrangements](index=44&type=section&id=Off-Balance%20Sheet%20Arrangements) The Trust confirms that it does not have any off-balance sheet financing arrangements or liabilities, nor any majority-owned or controlled subsidiaries not included in its consolidated financial statements - The Trust does not have any off-balance sheet financing arrangements or liabilities, nor any majority-owned or controlled subsidiaries not included in its consolidated financial statements[224](index=224&type=chunk) [Seasonality](index=44&type=section&id=Seasonality) The Trust's hotel operations are seasonal, with the Tucson hotel's highest occupancy in the first and fourth fiscal quarters and the Albuquerque hotel's most profitable periods in the second and third fiscal quarters, which increases vulnerability to risks like travel disruptions and labor shortages - The Tucson Arizona Hotel historically experiences the highest occupancy in the first and fourth fiscal quarters, while the Albuquerque, New Mexico hotel is most profitable during the second and third fiscal quarters, providing some balance to the overall seasonality[225](index=225&type=chunk) - The seasonal nature of the business increases its vulnerability to risks such as travel disruptions, labor force shortages, and cash flow issues[226](index=226&type=chunk) [Inflation](index=44&type=section&id=Inflation) The Trust relies on hotel performance and its ability to increase revenue to keep pace with inflation, noting that while room rates can be adjusted quickly, competitive pressures may limit the pace of increases, and substantial rate increases were implemented in Fiscal Year 2023 to offset rising expenses - The Trust relies on hotel performance and its ability to increase revenue to keep pace with inflation, noting that competitive pressures may limit the speed at which room rates can be raised[227](index=227&type=chunk) - During Fiscal Year 2023, InnSuites experienced substantial increases in rates to offset inflationary increases in labor and other expenses[227](index=227&type=chunk) [Investment in UniGen Power, Inc.](index=44&type=section&id=Investment%20in%20UniGen%20Power%2C%20Inc.) The Trust's **$1 million** diversification investment in UniGen Power, Inc., a clean energy generation company, includes secured convertible debentures and warrants, potentially leading to **25% equity ownership**, with UniGen having completed prototype design engineering and raising capital, and IHT monitoring progress through board representation - The Trust's **$1 million** diversification investment in UniGen Power Inc. includes secured convertible debentures (**6% annual interest**) and warrants to purchase up to **3 million shares**, potentially amounting to approximately **25%** of UniGen's fully diluted equity[228](index=228&type=chunk)[229](index=229&type=chunk)[232](index=232&type=chunk) - UniGen has completed prototype design engineering for the UPI 1000TA engine and is currently focused on raising additional capital, with IHT potentially participating through warrant exercise[235](index=235&type=chunk)[236](index=236&type=chunk) - Simulated tests indicate the UPI 1000TA engine is approximately **33% more fuel efficient** than initially estimated and will emit only about **25% of the maximum emissions** allowed by CARB[237](index=237&type=chunk) - James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) serve on UniGen's board to monitor and assist in the success of this high-risk, high-potential clean energy innovation[236](index=236&type=chunk)[239](index=239&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[241](index=241&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the disclosure controls and procedures were fully effective as of April 30, 2023, and the internal control over financial reporting was also assessed as fully effective based on COSO criteria, with ongoing remediation initiatives to strengthen accounting staff and internal controls [Evaluation of Disclosure Controls and Procedures](index=45&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of April 30, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were fully effective, acknowledging that control systems provide reasonable, not absolute, assurance - As of April 30, 2023, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) concluded that the disclosure controls and procedures were fully effective[242](index=242&type=chunk) - Control systems, regardless of design, can only provide reasonable, not absolute, assurance that objectives are met, due to inherent limitations and resource constraints[243](index=243&type=chunk) [Management's Report on Internal Control Over Financial Reporting](index=45&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) Management is responsible for internal control over financial reporting and assessed its effectiveness as fully effective as of April 30, 2023, based on the COSO Internal Control - Integrated Framework (2013) - Management assessed the effectiveness of internal control over financial reporting as fully effective as of April 30, 2023, using the criteria set forth by COSO in Internal Control - Integrated Framework (2013)[246](index=246&type=chunk) [Management's Remediation Initiatives](index=46&type=section&id=Management%27s%20Remediation%20Initiatives) The Trust has enhanced its internal control over financial reporting by increasing technical accounting expertise through a seasoned CFO, promoting a Corporate Controller, and employing **two full-time Staff Accountants**, with ongoing efforts including improving the control environment, updating documentation, and implementing robust control activities - The Trust increased its technical accounting expertise by promoting its Corporate Controller and employing **two full-time Staff Accountants**, along with strengthening the Chief Financial Officer (CFO) position, to assist with technical accounting and internal control issues[247](index=247&type=chunk)[252](index=252&type=chunk) - Remediation efforts include improving the control environment, updating internal control process documentation, implementing control activities for relevant risks, and enhancing supervisory procedures[248](index=248&type=chunk)[252](index=252&type=chunk) [Changes in Internal Control over Financial Reporting](index=46&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) During the three months ended April 30, 2023, there were continued positive changes in internal control over financial reporting, with new staffing additions expected to enhance stability, technical accounting, and internal control issues - Continued positive changes in internal control over financial reporting occurred during the three months ended April 30, 2023, with new staffing additions expected to assist with stability, technical accounting, and internal control issues[251](index=251&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201%20Legal%20Proceedings) The Trust reports no legal proceedings for the period - There are no legal proceedings to report[255](index=255&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A%20Risk%20Factors) The impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished, with lodging demand and revenue levels believed to be fully recovered, and COVID-19 is no longer considered a major risk factor for Fiscal Year 2024 - The impact of COVID-19 on the Trust's business, financial results, and liquidity has significantly diminished, with lodging demand and revenue levels believed to be nearly fully recovered[256](index=256&type=chunk)[257](index=257&type=chunk) - COVID-19 is no longer considered a major factor for Fiscal Year 2024 (February 1, 2023, to January 31, 2024)[257](index=257&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Holders of the Trust's Shares of Beneficial Interest are entitled to dividends, liquidation rights, and voting rights, with the Trust repurchasing **15,795 shares** in the prior year, believing its share price does not reflect full value, and acquiring **0 Shares** in open market transactions during the current quarter - Holders of the Trust's **Shares of Beneficial Interest** are entitled to receive dividends (if declared), share ratably in assets upon liquidation, and possess ordinary voting rights[258](index=258&type=chunk) - For the three months ended April 30, 2022, the Trust repurchased **15,795 Shares of Beneficial Interest** at an average price of **$2.53 per share**, believing the share price does not recognize the Trust's full value[259](index=259&type=chunk) - During the three months ended April 30, 2023, the Trust acquired **0 Shares of Beneficial Interest** in open market transactions[259](index=259&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The Trust reports no defaults upon senior securities - There are no defaults upon senior securities[261](index=261&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204%20Mine%20Safety%20Disclosures) The Trust reports no mine safety disclosures - There are no mine safety disclosures[262](index=262&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205%20Other%20Information) The Trust reports no other information for the period - There is no other information to report[263](index=263&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Section 302 and 906 Certifications by the Chief Executive Officer and Chief Financial Officer, as well as various Inline XBRL Exhibits - Exhibits include Section 302 Certifications by the Chief Executive Officer and Chief Financial Officer, Section 906 Certification, and various Inline XBRL Exhibits (Instance, Schema, Calculation, Labels, Presentation, and Definition Linkbase Documents)[264](index=264&type=chunk) [Signatures](index=50&type=section&id=Signature) The report is duly signed on behalf of InnSuites Hospitality Trust by James F. Wirth, Chairman and Chief Executive Officer, and Sylvin R. Lange, Chief Financial Officer, on June 14, 2023 - The report was signed on June 14, 2023, by James F. Wirth, Chairman and Chief Executive Officer, and Sylvin R. Lange, Chief Financial Officer[267](index=267&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST ANNUAL REPORT ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I.R.S. Employer Identification Number) InnSuites Hotels Centre 1730 E. Northern Avenue, Suite 122 Phoenix, AZ 85020 (Address of principa ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2022 (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I.R.S. Employer Identification Number) InnSuites Hospitality Centre 1730 E. Northern Avenue, Suite 122 P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2022 Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I.R.S. Employer Identification Number) InnSuites Hotels Centre 1730 E. Northern Avenue, Suite 122 Phoen ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended January 31, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2021 Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I.R.S. Employer Identification Number) InnSuites Hotels Centre 1730 E. Northern Avenue, Suite 122 Pho ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2021 Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) Ohio 34-6647590 (I.R.S. Employer Identification Number) (State or other jurisdiction of incorporation or organization) InnSuites Hotels Centre 1730 E. Northern Avenue, Suite 122 Phoeni ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2021 Commission File Number 1-7062 INNSUITES HOSPITALITY TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Ohio 34-6647590 (I.R.S. Employer Identification Number) InnSuites Hotels Centre 1730 E. Northern Avenue, Suite 122 Phoen ...