INNSUITES HOSPITALITY TRUST

Previous wording

Over time, we expect our UniGen diversification efficient clean energy generation investment to grow and provide a substantial source of income in the future.

Current wording

Over time, we expect our UniGen diversification efficient clean energy generation investment to grow and potentially provide a substantial source of income in the future.

Previous wording

We expect the current Fiscal Year 2025 to be continued growth of the travel industry, stable high level Hotel occupancy, continued recovery and increases of room rates, as well as continuation of current cost control all leading to improved 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 breakfast and free Internet access.

Current wording

We expect the current Fiscal Year 2026 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 complementary guest items, including complimentary hot breakfast and free Internet access.

Previous wording

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 12-36 months. In addition, the Trust is seeking 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.

Current wording

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.

Previous wording

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 540,000 UniGen shares, and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next approximately three years, which could result in 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.

Current wording

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.

Previous wording

We expect the current Fiscal Year 2025 to continue strong for the travel industry, with a stable high level occupancy and room rates, as well as continuation of current cost control all leading to improved 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 breakfast and free high-speed Internet access.

Current wording

We expect the current Fiscal Year 2026 to continue steadily for the domestic travel industry, with a stable high-level occupancy and room rates, as well as continuation of current cost control all leading to steady 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 breakfast and free high-speed Internet access.

Previous wording

Our strategic plan is to continue to obtain the full benefit from hotel operations, and from our real estate equity, by marketing the remaining two Hotels over the next 12-36 months. In addition, the Trust is seeking 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 and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million debentures convertible into 1 million shares of UniGen Power Inc., has purchased approximately 540,000 UniGen shares, and in addition has acquired warrants to purchase approximately an additional 2 million UniGen shares over the next three years, which could result up to 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.

Current wording

Our strategic plan is to continue to obtain the full benefit from hotel operations, and from our real estate equity, by selling one or both Hotels over the next 36 months. In addition, the Trust is seeking further diversification including seeking 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 and invested $1 million in UniGen Power, Inc. (“UniGen”), an innovative efficient clean energy power generation company. The Trust has invested $1 million debentures convertible into 1 million shares of UniGen Power Inc., has purchased approximately 575,000 UniGen shares, and in addition holds warrants to purchase up to approximately an additional 2 million UniGen shares over time, which could result up to approximately 15-20% of fully diluted UniGen equity. 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.

Previous wording

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 toOccupancy, 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 2024, as compared with Fiscal 2023, occupancy increased approximately 1.95% to 75.91% from 73.96% in the prior Fiscal Year. ADR increased by $1.80, or 1.88%, to $97.46 in Fiscal Year 2024 from $95.66 in Fiscal Year 2023. The increased ADR resulted in an increase in REVPAR of $3.23, or 4.57%, to $73.98 in Fiscal Year 2024 from $70.75 in Fiscal Year 2023. The increase in ADR and REVPAR reflect the increased travel and improved economy.

Current wording

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 toOccupancy, 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 2025, as compared with Fiscal 2024, occupancy decreased approximately 1.75% to 74.58% from 75.91% in the prior Fiscal Year. ADR increased by $2.22, or 2.28%, to $99.68 in Fiscal Year 2025 from $97.46 in Fiscal Year 2024. The increased ADR resulted in an increase in REVPAR of $0.36, or 0.49%, to $74.34 in Fiscal Year 2025 from $73.98 in Fiscal Year 2024. The increase in ADR and REVPAR reflect the increased travel and improved economy.

Previous wording

For the Fiscal Year 2024, ending January 31, 2024, we experienced a substantial profit improvement. For Fiscal 2025, (February 1, 2024 to January 31, 2025), we expect continued increase in rates, and continued increased record profits and revenues compared to both prior levels.

Current wording

For the Fiscal Year 2025, ending January 31, 2025, we experienced a revenue improvement. For Fiscal 2026, (February 1, 2025 to January 31, 2026), we expect stable rates, and continued stable revenues compared to both prior levels, in spite of a slowdown in demand based on economic uncertainty.

Previous wording

For the 2023 Fiscal Year (February 1, 2022 to January 31, 2023), which was a rebound from the previously adversely affected Fiscal Year 2022 (February 1, 2021 to January 31, 2022), by the Covid pandemic, InnSuites and the entire hotel industry ingeneral experienced strong improvements and increased travel, resulting in much higher revenues and profits. For the 2024 Fiscal Year ended January 31, 2024, InnSuites continued this upward trend achieving record profits.

Current wording

For the 2024 Fiscal Year (February 1, 2023 to January 31, 2024), InnSuites and the entire hotel industry in general experienced strong improvements and increased travel, resulting in much improved revenues and profits. For the 2025 Fiscal Year ended January 31, 2025, InnSuites continued this upward trend achieving record revenues.

Previous wording

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 economic travel, or hospitality industry conditions.

Current wording

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.

Previous wording

For the twelve months ended January 31, 2024, we had total revenue of approximately $7,484,000 compared to approximately $7,146,000 for the twelve months ended January 31, 2023, an increase of approximately $339,000, or 5%.

Current wording

For the twelve months ended January 31, 2025, we had total revenue of approximately $7,594,000 compared to approximately $7,484,000 for the twelve months ended January 31, 2024, an increase of approximately $109,000, or 1%.

Previous wording

We realized a 5% increase in room revenues during Fiscal Year 2024 as room revenues were approximately $7,292,000 for the Fiscal Year ending January 31, 2024 as compared to approximately $6,974,000 for the Fiscal Year ending January 31, 2023. While room revenue increased, our food and beverage revenue remained flat for Fiscal Year 2024 at approximately $114,000 during Fiscal Years 2024. Management fees were approximately $79,000 for the Fiscal Year ending January 31, 2024 as compared to approximately $53,000 for the Fiscal Year ending January 31, 2023.

Current wording

We realized a 1% increase in room revenues during Fiscal Year 2025 as room revenues were approximately $7,336,000 for the Fiscal Year ending January 31, 2025 as compared to approximately $7,292,000 for the Fiscal Year ending January 31, 2024. As room revenue increased, our food and beverage revenue increased for Fiscal Year 2025 at approximately $90,000 during Fiscal Years 2025. Other Revenue was approximately $167,000 for the Fiscal Year ending January 31, 2025 as compared to approximately $114,000 for the Fiscal Year ending January 31, 2024. The increase in Other Revenue was primarily due to a focused increase on guest fees.

Previous wording

Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $8,205,000 for the twelve months ended January 31, 2024 reflecting an increase of approximately $762,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $7,443,000 for the twelve months ended January 31, 2023. The increase was primarily due to an increase in room expenses and general and admirative expenses. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.

Current wording

Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $8,336,000 for the twelve months ended January 31, 2025 reflecting an increase of approximately $131,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $8,205,000 for the twelve months ended January 31, 2024. The increase was primarily due to an increase in room expenses, general and admirative expenses, and property taxes. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.

Previous wording

Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,525,000 for the Fiscal Year ended January 31, 2024 compared to approximately $2,222,000 in the prior year period for an increase of approximately $303,000, or 14%. Room expenses increased as occupancy at the hotels increased, and increased expenses were incurred with the increased occupancy.

Current wording

Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,614,000 for the Fiscal Year ended January 31, 2025 compared to approximately $2,525,000 in the prior year period for an increase of approximately $89,000, or 4%. Room expenses increased due to rising economic costs.

Previous wording

General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,470,000 for the twelve months ended January 31, 2024, increased approximately $244,000 from approximately $2,227,000 for the twelve months ended January 31, 2023 primarily due to increases in minimum wage laws affecting a majority of our employees, creating higher personnel costs along with increased employment taxes, accordingly.

Current wording

General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,218,000 for the twelve months ended January 31, 2025, decreased approximately $252,000 from approximately $2,470,000 for the twelve months ended January 31, 2024 primarily due cost cutting initiatives at the Corporate office.

Previous wording

Sales and marketing expense decreased approximately $43,000, or 9%, to approximately $409,000 for the twelve months ended January 31, 2024 from approximately $451,000 for the twelve months ended January 31, 2023. Vacant positions for sales and marketing resources accounted for the increase.

Current wording

Sales and marketing expense increased approximately $44,000, or 11%, to approximately $453,000 for the twelve months ended January 31, 2025 from approximately $409,000 for the twelve months ended January 31, 2024. Backfilled positions for sales and marketing resources accounted for the increase.

Previous wording

Repairs and maintenance expense increased by approximately $54,000, or 13%, to approximately $466,000 for the twelve months ended January 31, 2024 from approximately $413,000 for the twelve months ended January 31, 2023. Having completed the property improvements at our Tucson, Arizona hotel Management anticipates the improvements which complies with the increasing Best Western standards, will (after the adverse effects of travel restrictions and slowdown), lead to improvement in guest satisfaction and will drive additional revenue growth through increased occupancy and increased rates in the year ahead.

Current wording

Repairs and maintenance expense decreased by approximately $36,000, or 8%, to approximately $430,000 for the twelve months ended January 31, 2025 from approximately $466,000 for the twelve months ended January 31, 2024. 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.

Previous wording

Hospitality expense increased by approximately $92,000, or 25%, to approximately $459,000 for the twelve months ended January 31, 2024 from approximately $368,000 for the twelve months ended January 31, 2023. The increase was primarily due to the increased occupancy and increased breakfast offerings at the hotel properties due to previous pandemic restrictions no longer in effect.

Current wording

Hospitality expense increased by approximately $148,000, or 32%, to approximately $608,000 for the twelve months ended January 31, 2025 from approximately $459,000 for the twelve months ended January 31, 2024. 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.

Previous wording

Utility expenses decreased approximately $5,000, or 1%, to approximately $423,000 reported for the twelve months ended January 31, 2024 from approximately $428,000 for the twelve months ended January 31, 2023.

Current wording

Utility expenses decreased approximately $22,000, or 5%, to approximately $402,000 reported for the twelve months ended January 31, 2025 from approximately $423,000 for the twelve months ended January 31, 2024.

Previous wording

Hotel property depreciation expenses decreased by approximately $23,000 to approximately $679,000 for the twelve months ended January 31, 2024 from approximately $702,000 for the twelve months ended January 31, 2023. Decreased depreciation resulted from the capital expenditures being fully depreciated, and thus less expense was incurred and recorded.

Current wording

Hotel property depreciation expenses increased by approximately $27,000 to approximately $706,000 for the twelve months ended January 31, 2025 from approximately $679,000 for the twelve months ended January 31, 2024. Increased depreciation resulted from continued capital expenditure investments in the hotels.

Previous wording

Real estate and personal property taxes, Insurance and Ground Rent expenses increased approximately $124,000, or 29%, to approximately $553,000 for the twelve months ended January 31, 2024 from approximately $429,000 for the twelve months ended January 31, 2023.

Current wording

Real estate and personal property taxes, Insurance and Ground Rent expenses increased approximately $226,000, or 41%, to approximately $779,000 for the twelve months ended January 31, 2025 from approximately $553,000 for the twelve months ended January 31, 2024. Insurance expense, which increased sharply in Fiscal Year 2025, has been reduced substantially for Fiscal Year 2026 (February 1, 2025 through January 1, 2026).

Previous wording

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 intercompany loan repayments, 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 intercompany loan from Tucson.

Current wording

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 loan repayments, 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 intercompany loan from Tucson.

Previous wording

Hotel operations were positively affected by increased room rates at the Hotels in the Fiscal Years 2023 and 2024, respectively, as the travel industry continued to rebound.

Current wording

Hotel operations were positively affected by increased room rates at the Hotels in the Fiscal Years 2024 and 2025, respectively.

Previous wording

With approximately $1,325,000 of cash as of January 31, 2024 and the availability of a $250,000 bank lines of credit, an up to $2,000,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of repayment 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 and beyond, 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 matures. However, such transactions may not be available on terms that are favorable to us, or at all.

Current wording

With approximately $93,000 of cash as of January 31, 2025 and the availability of three $250,000 bank lines of credit, and approximately $850,000 available from the $2,000,000 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.

Previous wording

IHT and InnDependent Boutique Collections Hotels (IBC), agreed to extend the payment schedule on IBC’s note receivable to allow IBC to fully use its revenues to build market share 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, 2024.

Current wording

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, 2025.

Previous wording

We anticipate limited additional new-build hotel supply in our markets during the current Fiscal Year 2025, and accordingly we anticipate a continued increase of revenues and operating margins. We expect challenges for the remaining Fiscal Year to be the economy, inflation, and cost control. Travel, leisure, corporate, group, and government business continued to grow and further increase room rates while maintaining and/or building market share in Fiscal Year 2024.

Current wording

We anticipate steady leisure travel demand, modestly increased hotel rates, and limited additional new-build hotel supply in our markets during the current Fiscal Year 2026, and accordingly we anticipate a continued solid revenues. We expect challenges for the remaining Fiscal Year to be the economy, tariffs, inflation, and cost control. 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 for the remainder of the current 2026 Fiscal Year.

Previous wording

Positive cash provided by operating activities totaled approximately $1,432,000 during the twelve months ended January 31, 2024 as compared to net cash provided of approximately $54,000 during the twelve months ended January 31, 2023. Consolidated net income was approximately $277,000 for the twelve months ended January 31, 2024 as compared to consolidated net income for the twelve months ended January 31, 2023 of approximately $737,000. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.

Current wording

Cash used in operating activities totaled approximately $1,059,000 during the twelve months ended January 31, 2025 as compared to net cash provided of approximately $1,432,000 during the twelve months ended January 31, 2024. Consolidated net loss was approximately $1,392,000 for the twelve months ended January 31, 2025 as compared to consolidated net income for the twelve months ended January 31, 2024 of approximately $277,000. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.

Previous wording

The Trust reported Consolidated Net Loss from operations of approximately $721,000 for the Fiscal Year ended January 31, 2024 compared to Consolidated Net Loss from operations before other income, interest expense, and the Employee Retention Credit of approximately $297,000 for the Fiscal Year ended January 31, 2023. Fiscal 2024 and 2023 Consolidated Net Loss from operations included non-cash depreciation of approximately $679,000 and $702,000, respectively. Fiscal 2024 Consolidated Net Income from operations before non-cash depreciation was approximately $883,000 as compared to Consolidated Net Income from operations before non-cash depreciation of approximately $1,226,000 for Fiscal 2023.

Current wording

The Trust reported Consolidated Net Loss from operations of approximately $743,000 for the Fiscal Year ended January 31, 2025 compared to Consolidated Net Loss from operations before other income, interest expense, and the Employee Retention Credit of approximately $721,000 for the Fiscal Year ended January 31, 2024. Fiscal 2025 and 2024 Consolidated Net Loss from operations included non-cash depreciation of approximately $706,000 and $679,000, respectively. Fiscal 2025 Consolidated Net Loss from operations before non-cash depreciation was approximately $685,000 as compared to Consolidated Net Income from operations before non-cash depreciation of approximately $883,000 for Fiscal 2024.

Previous wording

In viewing the hotel industry cycles, reconfirmed by the recent disruption of travel and hospitality, the Board of Trustees determined that it was appropriate to continue to actively seek buyers for 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.

Current wording

In viewing the hotel industry cycles, the Board of Trustees determined that it was appropriate to continue to actively seek buyers for 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.

Previous wording

The “Estimated Market Asking Price” is the amount at which we believe we may sell each of the Hotels and is adjusted to reflect hotel sales in the Hotels’ areas of operation and projected upcoming strong 12 month earnings of each of the Hotels. The Estimated Market Asking Price is not based on appraisals of the properties.

Current wording

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.

Previous wording

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 our remaining two Hotel properties within 12-36 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.

Current wording

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.

Previous wording

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 energy operation diversified investment, 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.

Current wording

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 energy operation diversified investment, to benefit from a 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.

Previous wording

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.” We plan to continue the stock and partnership unit buy backs in the current Fiscal Year 2025.

Current wording

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.”

Previous wording

As a partial balance to the current hotel industry, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investments in the years ahead. See Note 7 of the Audited Consolidated Financial Statements for discussion on UniGen.

Current wording

As a partial balance to the current hotel industry, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investments in the years ahead. See Note 2 of the unaudited consolidated financial statements for discussion on UniGen.

Previous wording

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 both hotels over the next 12-36 months. We believe that each of the assets is available at a price that is reasonable in relation to its current fair market value. The plan is to work to sell the remaining two hotel properties over the next 12-36 months, and if needed beyond.

Current wording

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.

Previous wording

We rely entirely 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 2024, ended January 31, 2024, InnSuites did experience substantial increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2025, rates continue to increase although at a slower pace than the prior Fiscal Year.

Current wording

We rely entirely 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 2025, ended January 31, 2025, InnSuites did experience substantial increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2026, rates are more stable.

Previous wording

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 positive progress to date despite the virus, economic 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.

Current wording

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 positive 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.

Previous wording

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.

Current wording

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, and is currently seeking additional investors, including potential future investment by IHT.

Previous wording

The Trust has purchased in addition approximately 540,000 shares of UniGen stock.

Current wording

The Trust has purchased in addition approximately 575,000 shares of UniGen stock.

Previous wording

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 are exercisable at an exercise price of $1.00 per share of Class A Common Stock.

Current wording

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.