Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K.
We are engaged in the ownership and operation of hotel properties. At January 31, 2026, the Trust had two moderate-service hotels, one in Tucson, Arizona and one in Albuquerque, New Mexico with 270 hotel suites. Both of our Trust Hotels are branded through membership agreements with Best Western, and both are also trademarked as InnSuites Hotels and Suites. We are also involved in various operations incidental to the operation of hotels, such as the operation of a limited-service restaurant, and bar, as well as meeting/banquet room rentals.
At January 31, 2026, and currently, the Trust owns a 79.18% sole general partner interest in the Partnership, which controls a 51.69% interest in the InnSuites hotel located in Tucson, Arizona. The Trust also holds a direct 21.90% interest in the InnSuites hotel located in Albuquerque, New Mexico.
Trust operations consist of one reportable segment – Hotel Ownership & Hotel Management Services. Hotel Ownership Operations derives its revenue from the operation of the Trust’s two hotel properties with an aggregate of 270 hotel suites in Arizona and New Mexico. Hotel management services, provides management services for the Trust’s two Hotels. As part of our management services, we also provide trademark and licensing services.
The Trust has chosen to focus its hotel investments on the southwest region of the United States. The Trust does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided.
Our results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites caused by the Trust’s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the Fiscal Year starting February 1, 2020, or uncertainty in the Fiscal Year starting February 1, 2025, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs has been and could be adversely impacted by significant inflationary increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Further increases in area hotel supply, hourly labor cost, declines in demand, or declines in room rates, could result in increased competition, which could have an adverse effect on the rates, revenue, costs, and profits of the Hotels in their respective markets.
On February 20, 2026, the IHT President, Secretary/Treasurer, and CFO, were all three elected to similar management positions of UniGen Power, Inc. With this new UniGen Management in place, we expect our UniGen diversification efficient clean energy generation investment to grow and potentially provide a substantial source of income in the future. In addition, our RRF Management subsidiary took over Management of InnDependent Boutique Collection, LLC (IBC Hotels), during the Fiscal Year just ended, January 31, 2026, raising expectations of additional profits in the area of independent/boutique hotel reservations, and other hotel services for Global boutique and independent resorts and hotels. Independent hotels represent half the world’s hotels and resorts.
We expect the current Fiscal Year 2027 to be stable in the domestic travel industry, stable high level Hotel occupancy, continued modest increases of room rates, as well as continuation of current cost control all leading to stable profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining popular complementary guest items, including complimentary hot, healthy breakfast and free high-speed Internet access.
Our strategic plan is to continue to obtain the full benefit of our real estate equity, by ultimately obtaining full market value for our two Hotels at market value, which is believed by management to be substantially higher than lower book values, over the next 36 months. In addition, the Trust is seeking further diversification including a larger private reverse merger partner that may benefit from a merger that would afford that partner access to our listing on the NYSE AMERICAN.
In the process of reviewing merger opportunities, the Trust identified in December 2019, and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million in debentures convertible into 1 million shares of UniGen Power Inc; the Trust has invested in 575,000 UniGen shares, and in addition acquired warrants to purchase up to approximately an additional 2 million UniGen shares over time, which could result in up to 15-20% or more ownership in UniGen. For more information on our strategic plan, including information on our progress in disposing of our hotel properties and expanding energy diversification, see “Future Positioning” in this Management Discussion and Analysis of Financial Condition and Results of Operations.
We expect the current Fiscal Year 2027 to see modest increases in profitability and demand for the domestic travel industry, with a stable high-level occupancy, modestly increasing room rates, as well as continuation of current cost control all leading to steady and improving profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining complementary guest items, including complimentary hot, healthy breakfast and free high-speed Internet access.
Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, non-cash depreciation of the Hotels and hotel operating expenses. Hotel operating expenses consist primarily of payroll, guest and maintenance supplies, marketing, and utilities expenses. Management believes that a review of the historical performance of the operations of the Hotels, particularly with respect to Occupancy , which is calculated as rooms sold divided by total rooms available, average daily rate (“ ADR ”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“ REVPAR ”), calculated as total room revenue divided by number of rooms available, is appropriate for understanding revenue from the Hotels. In Fiscal Year 2026, as compared with Fiscal 2025, occupancy increased approximately 2.40% to 76.98% from 74.58% in the prior Fiscal Year. ADR decreased by $4.12, or 4.13%, to $95.57 in Fiscal Year 2026 from $99.69 in Fiscal Year 2025. The decreased ADR resulted in a decrease in REVPAR of $0.77, or 1.03%, to $73.57 in Fiscal Year 2026 from $74.34 in Fiscal Year 2025. The decrease in ADR and REVPAR reflect the lower average daily rates despite improved occupancy.
For the Fiscal Year 2026, ending January 31, 2026, we experienced stable revenue to prior year. For Fiscal 2027, (February 1, 2026 to January 31, 2027), we expect stable rates, and continued stable revenues compared to both prior levels, despite an intermittent slowdown in demand based on economic uncertainty.
For the 2025 Fiscal Year (February 1, 2024 to January 31, 2025), InnSuites and the entire hotel industry in general experienced strong improvements and increased travel, resulting in much improved revenues and profits. For the 2026 Fiscal Year ended January 31, 2026, InnSuites continued this upward trend achieving record revenues, and near record Gross Operating Profit.
The following table shows certain historical financial and other information for the periods indicated:
No assurance can be given that occupancy, ADR and/or REVPAR will or will not increase or decrease as a result of changes in national or local economy and travel, or hospitality industry conditions.
For the Years Ended
Albuquerque
January 31,
Change
%-Incr/Decr
Occupancy
Average Daily Rate (ADR)
Revenue Per Available Room (REVPAR)
For the Years Ended
Tucson
January 31,
Change
%-Incr/Decr
Occupancy
Average Daily Rate (ADR)
Revenue Per Available Room (REVPAR)
For the Years Ended
Combined
January 31,
Change
%-Incr/Decr
Occupancy
Average Daily Rate (ADR)
Revenue Per Available Room (REVPAR)
We enter into transactions with certain related parties from time to time. For information relating to such related party transactions see the following:
For a discussion of management and licensing agreements with certain related parties, see “Item 1 – Business – Management and Licensing Contracts.”
For a discussion of guarantees of our mortgage notes payable by certain related parties, see Note 11 to our Consolidated Financial Statements – “Mortgage Notes Payable.”
For a discussion of our equity sales and restructuring agreements involving certain related parties, see Notes 3, and 4 to our Consolidated Financial Statements – “Sale of Ownership Interests in Albuquerque Subsidiary,” and “Sale of Ownership Interests in Tucson Hospitality Properties Subsidiary,” respectively.
For a discussion of other related party transactions, see Note 19 to our Consolidated Financial Statements – “Other Related Party Transactions.”
Results of operations of the Trust for the Fiscal Year ended January 31, 2026 compared to the Fiscal Year ended January 31, 2025.
Overview
A summary of total Trust operating results for the Fiscal Years ended January 31, 2026 and 2025 is as follows:
For the Years Ended January 31,
Change
% Change
Total Revenues
Operating Expenses
Operating Loss
Interest Income and Other
Interest Expense
Unigen Impairment
BW Rewards Credit
Income Tax Benefits
Consolidated Net Loss
REVENUE
For the twelve months ended January 31, 2026, we had total revenue of approximately $7,567,000 compared to approximately $7,594,000 for the twelve months ended January 31, 2025, a decrease of approximately $26,000, or less than 1%. This is near record-breaking, and second all-time high revenue from our Hotels, which we believe could continue in the current Fiscal 2027 year ahead.
We realized a 1% decrease in room revenues during Fiscal Year 2026 as room revenues were approximately $7,254,000 for the Fiscal Year ending January 31, 2026 as compared to approximately $7,336,000 for the Fiscal Year ending January 31, 2025. Our food and beverage revenue increased for Fiscal Year 2026 to approximately $104,000 from approximately $90,000 in Fiscal Year 2025, an increase of approximately $13,000, or 14%. Other Revenue was approximately $210,000 for the Fiscal Year ending January 31, 2026 as compared to approximately $167,000 for the Fiscal Year ending January 31, 2025, an increase of approximately $43,000, or 26%. The increase in Other Revenue was primarily due to a focused increase on guest fees.
EXPENSES
Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $8,127,000 for the twelve months ended January 31, 2026 reflecting a decrease of approximately $209,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $8,336,000 for the twelve months ended January 31, 2025. The decrease was primarily due to decreases in room expenses, general and administrative expenses, and real estate and personal property taxes. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.
Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,549,000 for the Fiscal Year ended January 31, 2026 compared to approximately $2,614,000 in the prior year period for a decrease of approximately $65,000, or 2%. Room expenses decreased due to cost management initiatives.
General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,179,000 for the twelve months ended January 31, 2026, decreased approximately $39,000 from approximately $2,218,000 for the twelve months ended January 31, 2025 primarily due to cost cutting initiatives at the Corporate office.
Sales and marketing expense remained flat at approximately $453,000 for the twelve months ended January 31, 2026 compared to approximately $453,000 for the twelve months ended January 31, 2025.
Repairs and maintenance expense decreased by approximately $2,000, or less than 1%, to approximately $428,000 for the twelve months ended January 31, 2026 from approximately $430,000 for the twelve months ended January 31, 2025. Having completed the property improvements at our Tucson, Arizona hotel Management anticipates the improvements which complies with the increasing Best Western standards, will lead to improvement in guest satisfaction and will drive additional revenue growth through increased occupancy and increased rates in the year ahead.
Hospitality expense increased by approximately $3,000, or less than 1%, to approximately $611,000 for the twelve months ended January 31, 2026 from approximately $608,000 for the twelve months ended January 31, 2025. The increase was primarily due to increased breakfast and social hours offerings at the hotel properties, with competitive pressures on complimentary breakfast, which is our number one most popular guest amenity.
Utility expenses decreased approximately $3,000, or less than 1%, to approximately $398,000 reported for the twelve months ended January 31, 2026 from approximately $402,000 for the twelve months ended January 31, 2025.
Hotel property depreciation expenses increased by approximately $68,000 to approximately $774,000 for the twelve months ended January 31, 2026 from approximately $706,000 for the twelve months ended January 31, 2025. Increased depreciation resulted from continued capital expenditure investments in the hotels.
Real estate and personal property taxes, Insurance and Ground Rent expenses decreased approximately $177,000, or 23%, to approximately $602,000 for the twelve months ended January 31, 2026 from approximately $780,000 for the twelve months ended January 31, 2025. Insurance expense, which increased sharply in Fiscal Year 2025, has been reduced substantially for Fiscal Year 2026 (February 1, 2025 through January 31, 2026).
LIQUIDITY AND CAPITAL RESOURCES
Overview – Hotel Operations & Corporate Overhead
Two principal sources of cash to meet our cash requirements, include monthly management fees from our two hotels and distributions of our share of the Partnership’s cash flow of the Tucson hotel and quarterly distributions from the Albuquerque, New Mexico properties. Additional sources of cash include potential intercompany loans, potential future real estate hotel sales, and potential returns on diversified investments. The Partnership’s principal source of revenue is hotel operations for the hotel property it owns in Tucson, Arizona. Our liquidity, including our ability to make distributions to our shareholders, will depend upon our ability, and the Partnership’s ability, to generate sufficient cash flow from hotel operations, from management fees, and from the potential sale and/or refinance of the hotel, and to service our debt including repayment of an intercompany loan from Tucson.
Hotel operations were positively affected by increased room rates at the Hotels in the Fiscal Years 2025 and 2026, respectively.
With approximately $350,000 of cash as of January 31, 2026 and the availability of three $250,000 bank lines of credit, and approximately $850,000 available funds from the $2,500,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of Advances to Affiliate credit facilities and available Bank line of Credit, we believe that we will have enough cash on hand to meet all of our financial obligations as they become due for at least the next twelve months from the issuance date of the these consolidated financial statements. Our management is analyzing other strategic options available to us, including raising additional funds, asset sales, and benefiting from clean energy investment cash flow as our diversification investment progresses. However, such transactions may not be available on terms that are favorable to us, or at all.
IHT and InnDependent Boutique Collections Hotels (IBC), previously agreed to extend the payment schedule on IBC’s note receivable to allow IBC to rebuild operations as the hotel industry rebounds. Management believes that with an additional extension repayment term, that the future collectability of the current carrying value of the note is probable and not subject to further impairment, or allowance for the Fiscal Year ended January 31, 2026.
Refer to Note 6 – “Note Receivable” for information related to the Sale of IBC Hospitality Technologies (IBC).
There can be no assurance that we will be successful fully collecting receivables, in refinancing debt, or raising additional or replacement funds, or that these funds may be available on terms that are favorable to us. If we are unable to raise additional or replacement funds, we may be required to sell certain of our assets to meet our liquidity needs, which may not be on terms that are favorable.
For the Fiscal year 2027 ahead, we expect stable occupancy, modestly increased hotel rates, and limited additional new-build hotel supply in our markets, and accordingly we anticipate continued solid revenues. We expect challenges for the remaining Fiscal Year to be the economy, international uncertainty, tariffs, inflation, and cost control. Added strength in travel, leisure, corporate, and group business may further increase room rates while maintaining and/or building market share in Fiscal Year 2026. Government travel levels are uncertain, but may start to rebound in the remainder of the current 2027 Fiscal Year.
Cash used in operating activities totaled approximately $11,000 during the twelve months ended January 31, 2026 as compared to net cash used of approximately $1,059,000 during the twelve months ended January 31, 2025. Consolidated net loss was approximately $1,391,000 for the twelve months ended January 31, 2026 as compared to consolidated net loss for the twelve months ended January 31, 2025 of approximately $1,392,000. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.
The Trust’s Management received communication from the NYSE-American on August 29, 2022, indicating IHT is fully compliant with all of the Continued Listing Standards Equity Requirements set forth in Part 10 of the NYSE American Company Guide, of the NYSE-American.
NON-GAAP FINANCIAL MEASURES
The following non-GAAP presentations of earnings before interest, taxes, non-cash depreciation, and amortization (“ EBITDA ”) and funds from operations (“ FFO ”) are made to assist our investors in evaluating our operating performance.
Adjusted EBITDA is defined as earnings before interest expense, amortization of loan costs, interest income, income taxes, non-cash depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payments and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.
A reconciliation of Adjusted EBITDA to net loss attributable to controlling interests for the Fiscal Years ended January 31, 2026 and 2025 approximate follows:
For the Years Ended January 31,
Net loss income attributable to controlling interests
Add back:
Depreciation
Interest expense
Less:
Interest Income
Adjusted EBITDA
FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts (“ NAREIT ”), which is net income (loss) attributable to common shareholders, computed in accordance with GAAP, excluding gains or losses on sales of properties, asset impairment adjustments, and extraordinary items as defined by GAAP, plus non-cash depreciation and amortization of real estate assets, and after adjustments for unconsolidated joint ventures and non-controlling interests in the operating partnership. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. The Trust is an unincorporated Ohio business investment, (real estate investment trust); however, the Trust is not a real estate investment trust for federal taxation purposes. Management uses this measurement to compare itself to REITs with similar depreciable assets. We consider FFO to be an appropriate measure of our ongoing normalized operating performance. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other companies that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income or as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO should be considered along with our net income or and cash flows reported in the consolidated financial statements.
A reconciliation of FFO to net income (loss) attributable to controlling interests for Fiscal Year ended January 31, 2026 and 2025 are as follows:
For the Years Ended January 31,
Net loss attributable to controlling interests
Add back:
Depreciation
Non-controlling interest
FFO
The Trust reported Consolidated Net Loss from operations of approximately $434,000 for the Fiscal Year ended January 31, 2026 compared to Consolidated Net Loss from operations before other income, interest expense, and the Employee Retention Credit of approximately $743,000 for the Fiscal Year ended January 31, 2025. Fiscal 2026 and 2025 Consolidated Net Loss from operations included non-cash depreciation of approximately $774,000 and $706,000, respectively. Fiscal 2026 Consolidated Net Loss from operations before non-cash depreciation was approximately $303,000 as compared to Consolidated Net Loss from operations before non-cash depreciation of approximately $686,000 for Fiscal 2025.
FUTURE POSITIONING
In viewing the hotel industry cycles, the Board of Trustees determined that it was appropriate to continue to seek buyers for one or both of our two remaining Hotel properties. We continue to make our Tucson Hotel and Albuquerque Hotel available for sale at market value, on the website www.suitehotelsrealty.com.
The table below provides book values, mortgage balances and Estimated Market Asking Price for the Hotels.
Estimated Market
Hotel Property
Book Value
Mortgage Balance
Asking Price
Albuquerque
Tucson Oracle
The “Estimated Market Asking Price” is the amount at which we believe we may be able to sell each of the Hotels and is adjusted to reflect hotel sales in the Hotels’ areas of operation and projected upcoming 12 month earnings of each of the Hotels. The Estimated Market Asking Price is not based on appraisals of the properties.
We have from time to time listed hotel properties with a long time highly successful local real estate hotel broker who has successfully sold four of our hotel properties. We believe that each of the assets, the Tucson and Albuquerque hotels, have an estimated market asking price that is reasonable in relation to its current fair market value. We plan to sell one or both of our remaining two Hotel properties within 36 months. We can provide no assurance that we will be able to sell either or both of the Hotel properties on terms favorable to us or within our expected time frame, or at all.
Although believed feasible, we may be unable to realize the asking price for the individual Hotel properties or to sell and/or refinance one or both. However, we believe that the asking price values are reasonable based on current local market conditions, comparable sales, and anticipated occupancy, rates, and profits per hotel. Changes in market conditions have in part resulted, and may in the future result, in our changing one or all of the asking prices.
Our long-term strategic plan is to obtain the full benefit of our real estate equity, to benefit from our UniGen Power, Inc., (UniGen) clean electricity energy operation diversified investment, to benefit from IBC independent hotel services potential operations and branding diversification, and to pursue a merger with another company, likely a private larger entity that seeks to go public to list on the NYSE AMERICAN Exchange. We are experiencing increased interest from reverse merger candidates.
SHARE REPURCHASE PROGRAM
For information on the Trust’s Share Repurchase Program, see Part II, Item 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” Effective in April of 2026, IHT once again aggressively began participating in the Share Repurchase Program, which management believes to have strong value potential available in the IHT Stock.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned or controlled subsidiaries that are not included in our consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
As a partial balance to the current hotel industry exposure, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investment, and the IBC diversification option to purchase at cost, in the years ahead. See Note 6 of the audited consolidated financial statements for discussion IBC, and Note 7 for discussion on UniGen.
Asset Impairment
We believe that the policies we follow for the valuation of our hotel properties, which constitute the majority of our assets, are our most critical policies. The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance related to the impairment or disposal of long-lived assets, codified in ASC Topic 360-10-35, which we apply to determine when it is necessary to test an asset for recoverability. On an events and circumstances basis, we review the carrying value of our hotel properties. We will record an impairment loss and reduce the carrying value of a property when anticipated undiscounted future cash flows and the current market value of the property do not support its carrying value. In cases where we do not expect to recover the carrying cost of hotel properties held for use, we will reduce the carrying value to the fair value of the hotel, as determined by a current appraisal or other acceptable valuation methods. We did not recognize a hotel properties impairment loss in Fiscal Years 2026 or 2025. As of January 31, 2026, our management does not believe that the carrying values of any of our hotel properties are impaired.
Sale of Hotel Assets
Management believes that our currently owned Hotels are valued at prices that are reasonable in relation to their current fair market value. At this time, the Trust is unable to predict when, and if, either of its Hotel properties will be sold. The Trust seeks to sell one or both hotels over the next 36 months. We believe that each of the assets is available at a price that is reasonable in relation to its current fair market value.
Revenue Recognition
Revenues are primarily derived from the sources below and are recognized as services are rendered and it is probable that the entity will collect substantially all of the consideration. Amounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.
Revenues primarily consist of room rentals, food and beverage sales, management and trademark fees and other miscellaneous revenues from our properties. Revenues are recorded when rooms are occupied and when food and beverage sales are delivered.
Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.
In evaluating its performance obligation, the Trust bundles the obligation to provide the guest the room itself with other obligations (such as free Wi-Fi, grab and go or hot breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Trust’s obligation to provide the additional items or services is not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents). The Trust has no performance obligations once a guest’s stay is complete.
We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.
SEASONALITY
See Item 1 for related discussion of seasonality.
INFLATION
We rely on the performance of the Hotels and InnSuites ability to increase revenue to keep pace with inflation. Operators of hotels in general, and InnSuites in particular, can change and do change room rates often and quickly, but competitive pressures may limit InnSuites ability to raise rates as fast as or faster than inflation. During Fiscal Year 2026, ended January 31, 2026, InnSuites did experience increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2027, rates are more stable.
INVESTMENT IN UNIGEN POWER, INC.
On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites Hospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen is in the process of developing a patented high profit potential new efficient clean energy generation innovation. The initial investment was made December 16, 2019, with some progress to date despite the virus, setbacks, international vendor travel disruptions, cost overruns, and delays. The investment includes convertible bonds, stocks, and warrants to purchase UniGen stock upon election of the Trust. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.
The total market demand for electricity is projected to double in the U.S. over the next five years due to sharply increased demand from data centers, electric vehicles, and projected Artificial Intelligence usage.
The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) (the “Loan”) at an annual interest rate of 6% ($15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share. UniGen is delinquent on quarterly interest payments. Newly elected UniGen management was installed shortly after the end of the 2026 Fiscal Year, (Ending January 31, 2026), on February 20, 2026.
The Trust has purchased in addition approximately 575,000 shares of UniGen stock, and holds Warrants with expiration dates extended to June 30, 2029.
UniGen issued the Trust common stock purchase warrants (the “Debenture Warrants”) including to purchase up to 1,000,000 shares of Class A Common Stock. The Debenture Warrants, if the expiration dates are extended are exercisable at an exercise price of $1.00 per share of Class A Common Stock.
UniGen, also, issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares of Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $2.25 per share of Class A Common Stock.
The total of all stock ownership upon conversion of the debenture and exercise of warrants could amount to approximately up to 15-20% of fully diluted UniGen equity.
On the Trust’s balance sheet, the investment of the $1,668,750 consists of approximately $700,000 in note receivables, approximately $300,000 as the fair value of the warrants issued with the Trust’s investment in UniGen, and $668,750 of UniGen Common Stock (575,000 shares), at cost. The value of the premium related to the fair value of the warrant will accrete over the life of the debentures.
Privately held UniGen Power, Inc. (UniGen) is developing a patented high profit potential (high risk), new efficient clean energy generation innovation. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.
UniGen announced that the engineering work is 61% complete, according to UniGen, on the first two prototypes. IHT may participate in an upcoming round of capital raising, now that the new management team is in place.
UniGen is a high risk investment offering high potential investment return if and when successful.
Based on a 96 core “super computer” simulated test together with advanced software, UniGen has confirmed that the UPI 1000TA engine with the addition of recent potential technological advancements, is approximately 33% more fuel efficient than first estimated and will emit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state of California.
The UniGen design is to produce generators fueled not only with abundant relatively clean natural gas but also with other even cleaner fuels such as ethanol and hydrogen (that emits only water).
As of January 31, 2026, James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lacked significant UniGen control. They had two of the five UniGen Board of Directors seats or 40% and were elected in December 2019 to serve on the board of UniGen to monitor and assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.
The Trust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for level 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K, including statements containing the phrases “believes,” “intends,” “expects,” “anticipates,” “predicts,” “projects,” “will be,” “should be,” “looking ahead,” “may” or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend that such forward-looking statements be subject to the safe harbors created by such Acts. These forward-looking statements include statements regarding our intent, belief or current expectations in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) our financing plans; (v) our position regarding investments, acquisitions, developments, financings, conflicts of interest and other matters; (vi) expansion of UniGen; (vii) our plans and expectations regarding future sales of hotel properties; and (viii) trends affecting our or any Hotel’s financial condition or results of operations.
These forward-looking statements reflect our current views in respect of future events and financial performance, but are subject to many uncertainties and factors relating to the operations and business environment of the Hotels and our other investments, that may cause our actual results to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to:
Oil prices and availability, along with international instability, and its effect on the Travel Industry;
Virus Pandemic and its effect on the Travel Industry;
potential risk of investments, including the investment in UniGen;
Inflation, tariffs, and economic recession;
terrorist attacks or other acts of war;
political instability, and potentially reduced government travel;
available cash, supply chain issues, and increased labor costs for diversified clean energy development and production;
fluctuations in hotel occupancy rates, and effectiveness of marketing;
changes in room rental rates that may be charged by InnSuites in response to market changing demand and rental rate changes or otherwise;
seasonality of our hotel operations business;
collectability of all receivables;
our ability to sell any of our Hotels at market value, or at all;
interest rate fluctuations;
changes in, or reinterpretations of, governmental regulations, including, but not limited to, environmental and other regulations, the Americans with Disability Act, Covid-19 restrictions, and federal income tax laws and regulations;
competition including supply and demand for hotel rooms and hotel properties;
availability of credit or other financing;
our ability to meet present and future debt service obligations;
our ability to refinance or extend the maturity of indebtedness at, prior to, or after the time it matures;
any changes in our financial condition or operating results due to acquisitions or dispositions of hotel properties;
insufficient resources to pursue our current strategy;
concentration of our investments in the InnSuites ® brand;
loss of membership contracts;
the financial condition of franchises, brand membership companies, travel related companies, and receivables from travel related companies;
ability to develop and maintain positive relations with “Best Western” and potential future franchises or brands;
real estate and hospitality market conditions;
hospitality industry factors;
our ability to carry out our strategy, including our strategy regarding diversification and investments;
the Trust’s ability to remain listed on the NYSE American, including meeting the required equity listing requirement, and/or raising additional equity if needed;
effectiveness and security of the Trust’s software program;
the need to periodically repair and renovate our Hotels at a cost at or in excess of our standard 4% reserve;
tariffs and health travel restrictions may affect trade and travel;
our ability to cost effectively integrate any acquisitions with the Trust in a timely manner;
increases in the cost and availability of labor, energy, healthcare, insurance and other operating expenses as a result of inflation, or changed or increased regulation, or otherwise;
presence of drugs or outbreaks of communicable diseases attributed to our hotels or impacting the hotel industry in general;
natural disasters, including adverse climate changes in the areas where we have or serve hotels;
airline strikes, and variations in airline travel demand;
transportation and fuel price increases;
adequacy of property and liability insurance coverage including liability coverage, and increases in cost for property, liability, and health care coverage for employees and potential government regulation with respect to health care coverage;
data breaches or cybersecurity attacks, including breaches impacting the integrity and security of employee and guest data; and
loss of key personnel and uncertainties in the interpretation and application of tax laws, and other legislation.
We do not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise except as may be required by law. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, as amended, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-K relating to the operations of the Partnership.
