Note 1 - Nature of Operations and Basis of Presentation
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12 Months Ended |
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Jan. 31, 2012
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Business Description and Basis of Presentation [Text Block] |
1. NATURE
OF OPERATIONS AND BASIS OF PRESENTATION
InnSuites
Hospitality Trust (the “Trust” or
“we”) owns interest, as of January 31, 2012,
directly and through a partnership interest, five hotels with
an aggregate of 843 suites in Arizona, southern California
and New Mexico (the “Hotels”). The
Hotels operate under the trade name “InnSuites
Hotels.”
The
Trust is the sole general partner of RRF Limited Partnership,
a Delaware limited partnership (the
“Partnership”), and owned 71.98% and 71.41% of
the Partnership as of January 31, 2012 and
2011. The Trust’s weighted average ownership
for the years ended January 31, 2012 and 2011 was 71.73% and
71.41%, respectively. As of January 31, 2012, the
Partnership owned 100% of two InnSuites® hotels located
in Tucson, Arizona and Ontario, California and together with
the Trust owned a 57.96% interest in another InnSuites®
hotel located in Tucson, Arizona and incurred the
related expenses. The Trust owns and operates the
Yuma, Arizona hotel property directly, which it acquired from
the Partnership on January 31, 2005, and owns a direct 42.25%
interest in one InnSuites® hotel located in Albuquerque,
New Mexico.
Under
the management agreements, InnSuites Hotels provides the
personnel for the Hotels, the expenses of which are
reimbursed at cost, and manages the Hotels’ daily
operations. The Trust also provides the use of the
“InnSuites” trademark to the Hotels through the
Trust’s wholly-owned subsidiary, InnSuites
Hotels. All such expenses and reimbursements
between InnSuites Hotels and the Partnership have been
eliminated in consolidation.
PARTNERSHIP
AGREEMENT
The
Partnership Agreement of the Partnership provides for the
issuance of two classes of limited partnership units, Class A
and Class B. Class A and Class B limited
partnership units are identical in all respects, except that
each Class A limited partnership unit is convertible into one
newly-issued Share of Beneficial Interest of the Trust at any
time at the option of the particular limited
partner. The Class B limited partnership units may
only become convertible, each into one newly-issued Share of
Beneficial Interest of the Trust, with the approval of the
Board of Trustees, in its sole discretion. On
January 31, 2012, 293,665 Class A limited partnership units
were issued and outstanding representing 2.22% of the total
partnership units and on January 31, 2011, 369,391 Class A
limited partnership units were issued and outstanding
representing 2.80% of the total partnership
units. Additionally, as of both January 31, 2012
and 2011, 3,407,938 Class B limited partnership units were
outstanding to Mr. Wirth and his affiliates, in lieu of the
issuance of Class A limited partnership units representing
25.8% of the total partnership units. If all of the Class A
and B limited partnership units were converted on January 31,
2012, the limited partners in the Partnership would receive
3,701,603 Shares of Beneficial Interest of the
Trust. As of January 31, 2012 and 2011, the Trust
owns 9,509,914 and 9,434,188 general partner units in the
Partnership, representing 71.98 and 71.41%, respectively, of
the total partnership units. The Trust purchased 75,726
Partnership units during the year ended January 31, 2012 at
an average price of $1.73 per unit. The Trust
purchased no Partnership units during the year ended January
31, 2011.
LIQUIDITY
Our
principal source of cash to meet our cash requirements,
including distributions to our shareholders, is our share of
the Partnership’s cash flow, quarterly distributions
from Albuquerque, New Mexico hotel property and our direct
ownership of the Yuma, Arizona property. The
Partnership’s principal source of revenue is hotel
operations for the two hotel properties it owns and quarterly
distributions from the Tucson, Arizona
property. 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.
Hotel
operations are significantly affected by occupancy and room
rates at the Hotels with occupancy significantly increasing
and ADR remaining stable during fiscal year 2012, our ability
to manage costs, and changes in the number of available
suites caused by acquisition and disposition
activities. Results are also significantly
impacted by overall economic conditions and conditions in the
travel industry. Unfavorable changes in these factors
negatively impact hotel room demand and pricing, which
reduces our profit margins on rented suites.
In
past years, we have relied on our cash flows from operations
and hotel refinancing to meet our financial obligations as
they come due. For the fiscal year 2013 (February 1, 2012
through January 31, 2013), our management has projected that
cash flows from operations alone may not be
sufficient to meet all of our financial
obligations as they become due during fiscal year
2013. Based on this projection, we began syndicating up to
49% of our ownership in the Ontario, California hotel
property by entering into a restructuring agreement on
February 29, 2012. The first funds related to this
syndication were received on March 5, 2012 and as of April 6,
2012, The Partnership has received $900,000 in connection
with the Ontario hotel syndication. The
syndication will be conducted in the same manner as
syndications of our Albuquerque and Tucson properties in
fiscal year 2011 and 2012,
respectively. Additionally, the Trust’s
management is actively working to extend our $500,000 bank
line of credit which matures in May 2012.
With
the expected proceeds from the sale of ownership interests in
the Ontario hotel property and the availability of the
$500,000 bank line of credit, management believes that it
will have enough cash on hand to meet all of our financial
obligations as they become due. Subsequent to the balance
sheet date, on February 14, 2012, management reached an
agreement with the lender on the Ontario property to modify
the original loan reducing the principal and interest
payments by approximately $40,000 per month and extending the
mortgage note payable for three years until January
2015. The Trust’s management is also actively
discussing a potential refinance with other
lenders. In addition, our management is analyzing
other strategic options available to us, including the
refinancing of another property or raising additional funds
through additional minority interest sales.
We
anticipate a moderate improvement in the weak overall
economic situation that negatively affected results in fiscal
year 2011 and 2012, which could result in higher revenues and
operating margins. Challenges in fiscal year 2013
are expected to include continued competition for all types
of business in the markets in which we operate and our
ability to maintain room rates while maintaining market
share.
BASIS
OF PRESENTATION
As
sole general partner of the Partnership, the Trust exercises
unilateral control over the Partnership, and the Trust owns
all of the issued and outstanding classes of shares of
InnSuites Hotels. Therefore, the financial statements of the
Partnership and InnSuites Hotels are consolidated with the
Trust, and all significant intercompany transactions and
balances have been eliminated.
Under
ASC Topic 810-10-25, Albuquerque Suite Hospitality, LLC has
been determined to be a variable interest entity with the
Partnership and Trust as the primary beneficiary (see Note 6
– “Variable Interest
Entity”). Therefore, the financial
statements of Albuquerque Suite Hospitality, LLC are
consolidated with the Partnership and the Trust, and all
significant intercompany transactions and balances have been
eliminated.
RECLASSIFICATIONS
Certain
reclassifications have been made to previously reported
figures on the balance sheet in order to conform to current
year presentations with no effect on previously reported net
loss or equity.
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