8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2017

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Charter)

Ohio	001-07062	34-6647590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

InnSuites Hotels Centre, 1625 E. Northern Avenue,
Suite 105, Phoenix, AZ	85020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (602) 944-1500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K amends Item 8.01 of the Current Report on Form 8-K filed on June 22, 2017 (the “Original Form 8-K”) solely to correct an error on the Form 8-k. As previously furnished, the Exhibit reflected an incorrect record date of June 27, 2017 instead of correct record date of July 5, 2017. No other changes have been made to the Original Form 8-K.

Item 1.01 Entry Into a Material Definitive Agreement.

On February 15, 2017, InnSuites Hospitality Trust (“IHT”) and RRF Limited Partnership (“Partnership”) entered into a restructuring agreement included in Exhibit 10.1 with Rare Earth Financial, LLC (“REF”) to allow for the sale of non-controlling partnership units in Albuquerque Suite Hospitality LLC (“Albuquerque”) for $10,000 per unit, which operates the Best Western InnSuites Albuquerque Hotel and Suites Airport hotel property, a 100 unit hotel in Albuquerque, New Mexico (the “Property”). REF and IHT are restructuring the Albuquerque Membership Interest by creating 250 additional Class A membership interests from General Member majority-owned to accredited investor member-owned. In the event of sale of 250 Class A Interests, total interests outstanding will change from 550 to 600 with Class A, Class B and Class C Limited Liability Company Interests (referred to collectively as “Interests”) restructured with IHT selling approximately 200 Class B Interests to accredited investors as Class A Interest. REF, as a General Partner of Yuma, will coordinate the offering and sale of Class A Interests to qualified third parties. REF and other REF Affiliates may purchase Interests under the offering. This restructuring is part of the Trust’s Equity Enhancement Plan to comply with Section 1003(a)(iii) of the NYSE MKT Company Guide. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Restructuring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 19, 2017, IHT changed the terms of its Line of Credit / Promissory Note with Tempe/Phoenix Airport Resort LLC from a $500,000 to a $1,000,000 note and extended the maturity date from June 30, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 19, 2017, IHT changed the terms of its Demand / Revolving Line of Credit / Promissory Note with REF and extended the maturity date of the note from December 31, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On June 19, 2017, IHT terminated its Line of Credit / Promissory Note with Phoenix Northern Resort LLC which was originally created on December 22, 2015 with a maturity date of June 30, 2017. Phoenix Northern Resort LLC sold its Best Western InnSuites Hotel and Suites property located in Phoenix, Arizona on February 14, 2017. The Best Western InnSuites Hotel and Suites property was not owned by IHT but was owned by affiliates of James Wirth, IHT’s CEO. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

The following presentation of Adjusted EBITDA, a non-GAAP measure, is made to assist our investors in evaluating our operating performance. Adjusted EBITDA is defined as earnings before minority interest, interest expense, amortization of loan costs, interest income, income taxes, depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payment and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.

A reconciliation of net loss attributable to controlling interests to Adjusted EBITDA for the three months ended April 30, 2017 and 2016 is as follows:

	Three Months Ended April,
	2017			2016
Net loss attributable to controlling interests	$	(239,769	)	$	(189,696	)
Add back:
Depreciation		413,398			133,654
Interest expense		205,036			185,912
Taxes		60,000			-
Less:
Interest income		(4	)		(21,738	)
Adjusted EBITDA	$	438,661		$	108,132

Excluding income tax effects, the Trust had approximately $499,000 Adjusted EBITDA for three months ended April 30, 2017 and approximately $108,000 Adjusted EBITDA for three months ended April 30, 2016, a difference of approximately $391,000.

In summary, Adjusted EBITDA for the three months ended April 30, 2017 as compared to the three months ended April 30, 2016 increased 362%.

The information contained in Item 2.02 to this Current Report on Form 8-K, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On June 19, 2017, the Board of Trustees approved a cash dividend of $0.01 per Share of Beneficial Interest of the Trust, payable on July 31, 2017 to shareholders of record as of July 5, 2017.

On June 19, 2017, the Board of Trustees approved an expansion of its share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 750,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. The share repurchase program started on January 2, 2011 for the purchase of 250,000 Partnership units and/or Shares of Beneficial Interest and then was expanded on September 10, 2002, August 18, 2005, September 10, 2007, January 5, 2009, September 15, 2009 and January 31, 2010. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the Trusts’ equity compensation plans/programs.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Albuquerque Suite Hospitality Restructuring Agreement – Second Addendum, dated June 19, 2017, executed by InnSuites Hospitality Trust, majority owner and Rare Earth Financial, LLC, Administrative Member.
10.2	Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Tempe/Phoenix Airport Resort, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
10.3	Demand / Revolving Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Rare Earth Financial, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
10.4	Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Phoenix Northern Resort, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
99.1	IHT Press Release, dated June 22, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

InnSuites Hospitality Trust
By:	/s/ Adam B. Remis
	Adam B. Remis
	Chief Financial Officer

Date: June 22, 2017

EXHIBIT INDEX

Exhibit No.	Description
10.1	Albuquerque Suite Hospitality Restructuring Agreement – Second Addendum, dated June 19, 2017, executed by InnSuites Hospitality Trust, majority owner and Rare Earth Financial, LLC, Administrative Member.
10.2	Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Tempe/Phoenix Airport Resort, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
10.3	Demand / Revolving Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Rare Earth Financial, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
10.4	Line of Credit / Promissory Note Change in Terms Agreement, dated June 19, 2017, executed by Phoenix Northern Resort, LLC as borrower, in favor of InnSuites Hospitality Trust, as Lender.
99.1	Press Release, dated June 22, 2017.

EX-10.1

June 19, 2017

Albuquerque Suite Hospitality LLC
Restructuring Agreement-Second Addendum

This Agreement is made as of June 19, 2017, and amends the Restructuring Agreement made as of August 30, 2010 and amended December 9, 2013, by and among:

RARE EARTH FINANCIAL, LLC, an Arizona limited liability company (“Rare Earth”);

RRF LIMITED PARTNERSHIP, a Delaware limited partnership(“RRF”);

INNSUITES HOSPITALITY TRUST, an Ohio business trust (“IHT”) and General Partner of RRF; and

ALBUQUERQUE SUITE HOSPITALITY LLC, an Arizona limited liability company (“ASH”)

RECITALS:

A.	ASH owns and operates the Albuquerque InnSuites Hotel & Suites, a 100-unit hotel in Albuquerque, New Mexico (the “Property”)
B.	ASH is currently owned approximately 50.5% by IHT and approximately 0.04% by Rare Earth.
C.	Rare Earth and IHT wish to restructure ASH, creating 250 additional Class A membership interests (referred to collectively as “Interests”), and cause ASH to offer and sell up to 250 Class A Interests in ASH to accredited investors for 2,500,000 (the “Offering”). Rare Earth, as the Administrative Member of ASH, will coordinate the Offering and sale of Class A Interests to third parties. Rare Earth, IHT and other affiliates may purchase Interests under the Offering. If IHT purchases Interests, they will be designated Class B Interests. If Rare Earth buys Interests, they will be designated Class C Interests. ASH will offer 50 new Class A Interests, and the proceeds from the sale of those Interests will be used to repay loans of $500,000. IHT will sell 200 Class B Interests.
D.	Proceeds from the Offering will be used: (a) in part to repay IHT up to $500,000 of its loan of $800,000; and (b) to pay IHT $200,000 to purchase 200 Class B Interests for $10,000 each.

FOR VALUABLE CONSIDERATION RECEIVED, the parties agree as follows:

1. Prior restructuring of ASH. Rare Earth, as the sole Administrative Member, has or will amend the Articles of Organization and Operating Agreement, in form and substance acceptable to IHT and Rare Earth and ASH for ASH to confirm that:

(a)	ASH is a member managed limited liability company;
(b)	There are three classes of Membership Interests authorized for issuance in amounts sufficient to accommodate the Offering and provide for distribution and liquidation rights and preferences as described in Section 3 and 7 below;
(c)	Rare Earth is the Administrative Member of ASH;
(d)	The total number of ASH Interests will increase from 550 to 600 with the 50 new Class A Interests created to provide $500,000 in proceeds to be paid to IHT to reduce approximately $800,000 in advances from IHT to ASH by $500,000.

2.

Offering. ASH will conduct an Offering to accredited investors only of up to 250 Class A Interests at $10,000 per Interest (the “Offering Price”), for a total Offering of $2,500,000 (the “Offering”). The Offering Price per Interest of $10,000, is the same as the 2010 Offering, and 2013 Offering which reflects the appraised value of the Property of $4,900,000, less current debt and other liabilities for a net equity value. The Offering contemplates the sale of Interests to retire $500,000 in ASH intercompany debt, and the purchase of 200 Class B Interests from IHT with the proceeds of sale from 200 new Class A Interests. Subject to the closing of the Offering, IHT will pay (a) a Restructuring and Offering Fee to Rare Earth of $200,000 provided at least 100 Interests are subscribed; and (b) offering costs of $30,000. There is a provision for over subscription of up to 40 Interests at $10,000 per Interest.

3.

Interests.

(a) All 600 Membership Interests will have equal voting rights and will share equally in all distributions (including distributions or proceeds payable upon a Triggering Event), subject to (1) priority distribution rights and distribution catch up rights described in paragraph 3(b), and (2) the Administrative Member’s 50% profit participation right described in paragraph 3(e). All Interests will be redeemable by ASH for $10,000 after payment of all distributions to which such Interests are entitled under paragraphs 3(b) and (c).

(b) All Membership Interests were entitled to receive priority distributions annually from ASH of $700 per $10,000 Interest through December 31, 2015 which has now been all paid. Priority distributions will be paid first to new Class A Interests, second to old Class A, Interests, Class B Interests and third to Class C Interests. Priority distributions will be cumulative through December 31, 2019, so that all priority distributions must be paid in full to new Class A Interests before any priority distributions are paid to old Class A Interests, Class B Interests or Class C Interests, and all priority distributions are paid to Class C Interests. IHT, Rare Earth, James Wirth and certain named affiliates may elect to defer receiving all priority distributions to other holders have been paid current. Upon completion of priority distributions due new Class A Interests through December 31, 2019, Class A and Class B Interests will not participate in distributions by ASH until Class C priority distributions have been paid current through December 31, 2019. If a Triggering Event of ASH occurs (including a sale or refinancing of substantially all of the assets of ASH or merger, sale, liquidation or other ending up of ASH) prior to the payment of all priority distributions of Class A, B, and C Interests, such priority distribution will be paid to the respective Members out of any proceeds of the event before general distribution of the proceeds to the Members (including the Administrative Member’s participation described in 3(e)).

(c) After December 31, 2019, all Membership Interests will be entitled to annual distributions of $700 per $10,000 Interest, which will be cumulative. All Interests will share equally in all such distributions. If a Triggering Event (as described in 3(b)) of ASH occurs prior to the payment of any accumulated distributions to the Members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the Members (including the Administrative Member’s participation described in 3(e)). In the event that funds generated from a Triggering Event are insufficient to pay the total amount of all such accumulated distributions owed to the Members, all Members will participate pro rata in the funds available for distribution to them. A special preference to the newly issued 250 Class A Interests will be in effect from September through December 31, 2019 at 7% ($700 per Interest) in preference to old Class A Interests, Class B Interests and Class C Interests.

(d) Distributions will be payable quarterly in arrears based on calendar quarters, due 45 days after the end of the quarter. Distributions will be made every three months provided, in the sole judgment and discretion of the Administrative Member, cash is available for such distributions. ASH will use its best efforts to pay the quarterly distributions contemplated in paragraphs 3 (b) and (c).

(e) In the event that either (a) all Interests have been redeemed or (b) all Interests are current in the distributions to which they are entitled and each Interest has been received distributions totaling at least $10,000, Rare Earth will receive 50% of (1) any distributions made by ASH and (2) the proceeds from any Triggering Event (as defined in 3(b)) as consideration for its role as Administrative Member.

4.	Payments to ASH. 100% Proceeds of first 50 Interests of this offering will be payable to ASH in consideration for newly created equity in ASH. Expenses of this offering will all be paid by IHT, which will receive payment for the sale of 200 Class B Interests to ASH.
5.	Best Efforts. Rare Earth will use its best efforts to sell 250 Interests on or before December 15, 2017.
6.	Removal of Administrative Member. At any time, a Majority-in-Interest of the Class A Members may remove Rare Earth as Administrative Member and elect a new Administrative Member. Notwithstanding its removal as Administrative Member pursuant to this paragraph, Rare Earth will retain the participation right described in paragraph 3(e).

7. Ownership of ASH. The table below demonstrates the capital structure of ASH immediately upon restructuring, the capital structure in the event of the sale of 250 Class A Interests in the Offering.

In the event of Sale of 50 newly created Class A Interests and sale of 200 Class B Interests by IHT, which will be paid for by proceeds from the sale of 200 new Class A Interests

	Current		In the Event of Sale of 250 Class A Interests
Owners	Interests		Interests
Third Parties		273		521
IHT (Class B)		278		78
Rare Earth (Class C)		0.5		1
Total Interests		550		600

8. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

(b) Waiver. No waiver or modification of this Agreement shall be valid unless in writing and executed by the party against which the waiver or modification is to be enforced. No waiver of any breach or default shall operate as a waiver of any other breach or default, whether similar or difference from the breach or default waived.

(c) Severability. All provisions of this Agreement are severable, and if any provision is held to be invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected, and this Agreement shall be interpreted as if such invalid, illegal or unenforceable provisions were not contained herein.

(d) Entire Agreement. This Agreement constitutes the complete understanding of the parties hereto, and supersedes all prior understandings or agreements, whether oral or written. This Agreement shall be binding upon the inure to the benefit of the parties hereto, their successors, their legal representatives, heirs and assigns.

[Signature Page to Follow]

The parties have executed this Agreement effective as of the date first written above.

INNSUITES HOSPITALITY TRUST		RARE EARTH FINANCIAL LLC
By:	/s/ InnSuites Hospitality Trust	By:	/s/ Rare Earth Financial, LLC
Its:	/s/ James Wirth, CEO	Its:	/s/ James Wirth, Managing Member

ALBUQUERQUE SUITE HOSPITALITY LLC

By: REF, Administrative Member

By:	/s/ Rare Earth Financial, LLC
Its:	/s/ James Wirth, Managing Member

EX-10.2

Date: 6/19/2017

LINE OF CREDIT / PROMISORRY NOTE

InnSuites Hospitality Trust / Tempe/Phoenix Airport Resort, LLC

Change in Terms

1)	Change Maturity date from June 30, 2017 to June 30, 2019
2)	Change Line of Credit Maximum Amount from $500,000 to $1,000,000

All other terms from the Line of Credit / Promissory Note InnSuites Hospitality Trust / Tempe Phoenix Airport Resort, LLC dated December 22, 2015 are not changed.

/s/ Tempe/Phoenix Airport Resort, LLC	/s/ InnSuites Hospitality Trust
by Rare Earth Financial, LLC, Managing Member	by James Wirth, CEO
Tempe/Phoenix Airport Resort, LLC	InnSuites Hospitality Trust
Borrower	Lender

EX-10.3

 

 

 

Date: June 19, 2017

Demand/Revolving Line of Credit/Promissory Note between Rare Earth Financial, LLC and InnSuites Hospitality Trust

Change in Terms

1) Change Maturity date from December 31, 2017 to June 30, 2019

All other terms from the Demand / Revolving Line of Credit / Promissory Note between Rare Earth Financial, LLC and InnSuites Hospitality Trust dated December 1, 2014 are not changed.

/s/ Rare Earth Financial,	/s/ InnSuites Hospitality Trust
by James Wirth, Managing Member	by James Wirth, CEO
Rare Earth Financial, LLC	InnSuites Hospitality Trust
Borrower	Lender

EX-10.4

Date: June 19, 2017

LINE OF CREDIT / PROMISORRY NOTE

InnSuites Hospitality Trust / Phoenix Northern Resort, LLC

Change in Terms – Termination of Loan

We hereby wish to terminate the Line of Credit / Promissory Note between InnSuites Hospitality Trust and Phoenix Northern Airport Resort, LLC. All other terms from the Line of Credit / Promissory Note dated December 22, 2015 are not changed.

/s/ Phoenix Northern Resort, LLC	/s/ InnSuites Hospitality Trust
By Rare Earth Financial, LLC	by James Wirth, CEO
Phoenix Northern Resort, LLC	InnSuites Hospitality Trust
Borrower	Lender

EX-99.1

NEWS BULLETIN	RE:	INNSUITES HOSPITALITY TRUST
FROM		INNSUITES HOTEL CENTRE
INNSUITES HOSPITALITY TRUST		1625 E. NORTHERN AVENUE, #105
NYSE MKT: IHT		Phoenix, Arizona 85020
FISCAL 2018		Phone: 602-944-1500

IHT DOUBLES DIVIDEND; PRE-DEPRECIATION INCOME GROWS

FOR FURTHER INFORMATION:

Marc Berg, Executive Vice President

602-944-1500

email: mberg@innsuites.com

Phoenix, AZ, June 22, 2017 - InnSuites Hospitality Trust (NYSE MKT: IHT)

INNSUITES HOSPITALITY TRUST (IHT) DOUBLES DIVIDEND; PRE-DEPRECIATION INCOME GROWS

InnSuites Hospitality Trust (“IHT”) declared a dividend of $0.01 per share payable on July 31, 2017 to shareholders of record as of July 5, 2017 continuing an uninterrupted 47 year annual dividend record since the formation of the Trust in 1971. IHT has initiated semiannual dividends as of July 31, 2017 of one cent each 6 months effectively doubling the prior annual dividend rate.

InnSuites Hospitality Trust (“IHT”) reported revenues of approximately 14% higher than the same quarter last fiscal year ending April 30, 2017. Excluding income tax, IHT had a 362% EBITDA increase than the same quarter last fiscal year ending April 30, 2017.

IBC (InnDependent Boutique Collection), a leading provider of hospitality technologies for independent hotels, announces that its IBC Marketplace has evolved from a standalone Central Reservation System (“CRS”) to an online portal for centrally managing ALL property technologies, including CRS, property-management system, marketing, loyalty program, rate shopping, revenue management and more. This customizable, enhanced functionality will equip independent hotel operators with the tools they need to manage their hotel assets, including rates and loyalty in one place, determine which channels are generating the most business and see which marketing programs are succeeding or failing and then retargeting offers for a better return on investment.

IHT expanded two credit facilities by increasing the line of credit from $500,000 to $1,000,000 for one of the facilities and extending the maturity date on both credit facilities to June 30, 2019. These funds may be used for working capital and expansion of our rapidly growing technology division, IBC Hotels.

On June 19, 2017, the Board of Trustees approved a 750,000 shares and partnership unit buyback program which expanded the remaining previously approved buyback authority of approximately 54,000 shares and partnership units as of April 30, 2017. The program expands the Trusts’ ability to purchase stock in the open market or privately negotiated transactions. Acquired shares will be held in treasury and will be available for future acquisitions and financings.

For more information, visit www.innsuitestrust.com.

With the exception of historical information, the matters discussed in this news release may include “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties such as local, national or international economic and business conditions, including, without limitation, conditions that may, or may continue to, affect public securities markets generally, the hospitality industry or the markets in which we operate or will operate; fluctuations in hotel occupancy rates; changes in room rental rates that may be charged by InnSuites Hotels in response to market rental rate changes or otherwise; seasonality of our business; our ability to sell any of our Hotels at market value, listed sale price or at all; interest rate fluctuations; changes in, or reinterpretations of governmental regulations; competition; availability of credit or other financing; our ability to meet, refinance or extend present and future debt service obligations; insufficient resources to pursue our current strategy; concentration of our investments in the InnSuites Hotels® brand; loss of membership contracts; the financial condition of franchises, brand membership companies and travel related companies; our ability to develop and maintain positive relations with “Best Western Plus” or “Best Western” and potential future franchises or brands; our ability to carry out our strategy, including our strategy regarding IBC Hotels; the Trust’s ability to remain listed on the NYSE MKT; effectiveness 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; our ability to cost effectively integrate any acquisitions with the Trust in a timely manner; increases in the cost of labor, energy, healthcare, insurance and other operating expenses as a result of changed or increased regulation or otherwise; terrorist attacks or other acts of war; outbreaks of communicable diseases attributed to our hotels or impacting the hotel industry in general; natural disasters, including adverse climate changes in the areas where we have or serve hotels; airline strikes; transportation and fuel price increases; adequacy of insurance coverage; data breaches or cybersecurity attacks; and other factors. Such uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained.