Certain statements included in this Annual Report on Form 10-K (this “Annual Report”) that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, and other important factors, include, among others, the risks, the uncertainties and factors set forth under Part I – Item 1A. “Risk Factors” and Part II – Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the risks and uncertainties related to the following:
| ● | the impact of supply chain disruptions on our ability to comply with brand standards and guest expectations and the ability of our third-party managers to source supplies and other items required for operations; |
| ● | our ability to successfully negotiate amendments and covenant waivers under our secured and unsecured indebtedness; |
| ● | our ability to comply with contractual covenants; |
| ● | cyber incidents and information technology failures, including unauthorized access to our computer systems and/or our vendor’s computer systems, and our third-party management companies’ or franchisors’ computer systems and/or their vendors’ computer systems; |
| ● | the impacts of artificial intelligence related to data privacy; |
| ● | business, financial and operating risks inherent to real estate investments and the hospitality industry; |
| ● | seasonal and cyclical volatility relating to the hospitality industry; |
| ● | adverse changes in specialized industries, such as the energy, technology and/or tourism industries, that result in a sustained downturn of related business and corporate spending that may negatively impact our revenues and results of operations; |
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| ● | macroeconomic and other factors beyond our control that can adversely affect and reduce demand for hotel rooms; |
| ● | domestic and global political risks and uncertainties, including the continuing war in Ukraine, tensions between China and the United States, unrest in the Middle East and other economic disruptions and U.S. and global recession concerns, on our financial condition and results of operations; |
| ● | inflation which increases labor and other costs of providing services to guests and meeting hotel brand standards, as well as costs related to construction and other capital expenditures, property and other taxes, and insurance, which could result in reduced operating profit margins; |
| ● | events beyond our control, such as war, terrorist or cyber-attacks, pandemics or epidemics, mass casualty events, government shutdowns, and closures, travel-related health concerns and natural disasters; |
| ● | changes in economic conditions generally and the real estate and debt markets specifically; |
| ● | our ability to obtain financing on acceptable terms; |
| ● | our levels of debt and the terms and limitations imposed on us by our debt agreements; |
| ● | our ability to successfully identify and acquire properties on terms that are favorable to us; |
| ● | risks inherent in the real estate business, including potential liability relating to environmental matters and the lack of liquidity of real estate investments; |
| ● | changes in demand for rooms at our hotel properties; |
| ● | the fact that we pay fees and expenses to Procaccianti Hotel Advisors, LLC (“PHA”) and its affiliates that were not negotiated on an arm’s-length basis and the fact that the payment of these fees and expenses increases the risk that our stockholders will not earn a profit on their investment in us; |
| ● | our ability to retain our executive officers and other key personnel of PHA, our property manager and other affiliates of PHA; |
| ● | our ability to generate sufficient cash flows to pay distributions to our stockholders; |
| ● | legislative or regulatory changes (including changes to the laws governing the taxation of REITs (as defined below)); |
| ● | the availability of capital; |
| ● | changes in interest rates; and |
| ● | changes to U.S. generally accepted accounting principles (“GAAP”). |
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Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Annual Report. All forward-looking statements are made as of the date of this Annual Report and the risk that actual results will differ materially from the expectations expressed in this Annual Report will increase with the passage of time. These risks and uncertainties may be amplified by macroeconomic events. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report will be achieved.
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