Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2017 | Apr. 18, 2017 | Jul. 29, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | INNSUITES HOSPITALITY TRUST | ||
Entity Central Index Key | 82,473 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 7,401,278 | ||
Entity Common Stock, Shares Outstanding | 9,639,601 | ||
Trading Symbol | IHT | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Current Assets: | ||
Cash and Cash Equivalents | $ 568,396 | $ 1,955,534 |
Accounts Receivable, including $1,783 and $20,693 from related parties and net of Allowance for Doubtful Accounts of $53,720 and $33,970 as of January 31, 2017 and January 31, 2016, respectively | 718,917 | 250,470 |
Advances to Affiliates - Related Party | 972,184 | |
Notes Receivable - Related Party | 5,761 | |
Prepaid Expenses and Other Current Assets | 177,654 | 127,325 |
Current Assets of Discontinued Operations | 14,648 | |
Total Current Assets | 1,464,967 | 3,325,922 |
Property, Plant and Equipment, net | 19,774,865 | 19,614,767 |
Intangible Assets, net | 433,000 | 500,000 |
Goodwill | 500,000 | 500,000 |
TOTAL ASSETS | 22,172,832 | 23,940,689 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 2,163,900 | 2,163,144 |
Notes Payable - Related Party | 145,000 | |
Lending From Affiliates - Related Party | 379,167 | |
Current Portion of Mortgage Notes Payable, net of Discount of $8,012 as of January 31, 2017 and January 31, 2016, respectively | 505,400 | 485,994 |
Current Portion of Notes Payable to Banks, net of Discount of $39,796 and $14,700 as of January 31, 2017 and January 31, 2016, respectively | 646,376 | 932,288 |
Current Portion of Other Notes Payable | 565,657 | 40,801 |
Current Liabilities of Discontinued Operations | 27,246 | |
Total Current Liabilities | 4,405,500 | 3,649,473 |
Mortgage Notes Payable, net of discount of $50,891 and $58,904 as of January 31, 2017 and January 31, 2016, respectively | 12,803,402 | 13,306,598 |
Notes Payable to Banks, net of discount of $2,316 and $0 as of January 31, 2017 and January 31, 2016, respectively | 1,331,270 | |
Other Notes Payable | 7,411 | 13,889 |
TOTAL LIABILITIES | 18,547,583 | 16,969,960 |
COMMITMENTS AND CONTINGENCIES (SEE NOTE 8) | ||
SHAREHOLDERS' EQUITY | ||
Shares of Beneficial Interest, without par value, unlimited authorization; 18,292,601 and 17,406,846 shares issued and 9,665,328 and 8,791,500 shares outstanding at January 31, 2017 and January 31, 2016, respectively | 16,794,132 | 18,769,849 |
Treasury Stock, 8,645,573 and 8,615,346 shares held at cost at January 31, 2017 and January 31, 2016, respectively | (12,362,952) | (12,285,915) |
TOTAL TRUST SHAREHOLDERS' EQUITY | 4,431,180 | 6,483,934 |
NON-CONTROLLING INTEREST | (805,931) | 486,795 |
TOTAL EQUITY | 3,625,249 | 6,970,729 |
TOTAL LIABILITIES AND EQUITY | $ 22,172,832 | $ 23,940,689 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounts Receivable from Related Parties | $ 1,783 | $ 20,693 |
Allowance for Doubtful Accounts | $ 53,720 | $ 33,970 |
Shares of Beneficial Interest, without par value | ||
Shares of Beneficial Interest, Authorized Shares | Unlimited | Unlimited |
Shares of Beneficial Interest, shares issued | 18,292,601 | 17,406,846 |
Shares of Beneficial Interest, shares outstanding | 9,665,328 | 8,791,500 |
Treasury Stock, shares held | 8,645,573 | 8,615,346 |
Current Portion of Mortgage Notes Payable [Member] | ||
Note Payable, Discount | $ 8,012 | $ 8,012 |
Current Portion of Notes Payable to Banks [Member] | ||
Note Payable, Discount | 39,796 | 14,700 |
Mortgage Notes Payable [Member] | ||
Note Payable, Discount | 50,891 | 58,904 |
Notes Payable to Banks [Member] | ||
Note Payable, Discount | $ 2,316 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
REVENUE | ||
Room | $ 11,952,385 | $ 10,887,997 |
Food and Beverage | 196,262 | 181,422 |
Management and Trademark Fees | 296,177 | 221,865 |
Reservation and Convention | 628,624 | 187,765 |
Other | 142,185 | 137,718 |
TOTAL REVENUE | 13,215,633 | 11,616,767 |
OPERATING EXPENSES | ||
Room | 3,679,725 | 3,356,932 |
Food and Beverage | 286,241 | 311,847 |
Telecommunications | 24,674 | 23,811 |
General and Administrative | 4,346,820 | 3,293,256 |
Sales and Marketing | 1,578,144 | 1,110,977 |
Repairs and Maintenance | 980,874 | 1,038,139 |
Hospitality | 800,032 | 724,994 |
Utilities | 806,981 | 781,666 |
Depreciation | 2,094,401 | 945,413 |
Intangible Amortization | 67,000 | 64,724 |
Real Estate and Personal Property Taxes, Insurance and Ground Rent | 639,251 | 620,489 |
Other | 22,823 | |
TOTAL OPERATING EXPENSES | 15,304,143 | 12,295,071 |
OPERATING LOSS | (2,088,510) | (678,304) |
Interest Income | 1,360 | 312 |
Interest Income on Advances to Affiliates - Related Party | 14,104 | |
TOTAL OTHER INCOME | 1,360 | 14,416 |
Interest on Mortgage Notes Payable | 683,287 | 670,340 |
Interest on Notes Payable to Banks | 26,093 | |
Interest on Other Notes Payable | 21,765 | 59,818 |
Interest on Line of Credit - Related Party | ||
TOTAL INTEREST EXPENSE | 731,145 | 730,158 |
CONSOLIDATED NET LOSS BEFORE INCOME TAX BENEFIT (PROVISION) | (2,818,295) | (1,394,046) |
Income Tax Benefit (Provision) | 227,569 | (96,963) |
CONSOLIDATED NET LOSS FROM CONTINUING OPERATIONS | (2,590,726) | (1,491,009) |
Discontinued Operations, Net of Non-Controlling Interest | (36,028) | (521,368) |
Gain on Disposal of Discontinued Operations | 2,351,817 | |
CONSOLIDATED NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS | (36,028) | 1,830,449 |
CONSOLIDATED NET (LOSS) INCOME | (2,626,754) | 339,440 |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (434,782) | (92,676) |
NET (LOSS) INCOME ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (2,191,972) | $ 432,116 |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - BASIC | $ (0.27) | $ (0.18) |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - BASIC | 0.22 | |
NET (LOSS) INCOME PER SHARE PER SHARE TOTAL - BASIC | (0.27) | 0.04 |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - DILUTED | (0.27) | (0.12) |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - DILUTED | 0.15 | |
NET (LOSS) INCOME PER SHARE PER SHARE TOTAL - DILUTED | $ (0.27) | $ 0.03 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 9,682,668 | 8,269,827 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 13,366,737 | 11,953,896 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Shares of Beneficial Interest [Member] | Treasury Stock [Member] | Trust Shareholders' Equity [Member] | Non-Controlling Interest [Member] | Total |
Balance at Jan. 31, 2015 | $ 13,812,470 | $ (12,193,491) | $ 1,618,979 | $ 1,346,248 | $ 2,965,227 |
Balance, shares at Jan. 31, 2015 | 8,265,102 | 8,580,744 | |||
Net Income (Loss) | $ 432,116 | 432,116 | (92,676) | 339,440 | |
Dividends | (88,177) | (88,177) | (88,177) | ||
Purchase of Treasury Stock | $ (92,424) | (92,424) | (92,424) | ||
Purchase of Treasury Stock, shares | (34,602) | 34,602 | |||
Shares of Beneficial Interest Issued for Services Rendered | $ 65,280 | 65,280 | 65,280 | ||
Shares of Beneficial Interest Issued for Services Rendered, shares | 24,000 | ||||
Sale of Stock | $ 2,999,999 | 2,999,999 | 2,999,999 | ||
Sale of Stock, shares | 447,873 | ||||
Stock Issued for Purchase of IVH Assets | $ 200,000 | 200,000 | 200,000 | ||
Stock Issued for Purchase of IVH Assets, shares | 89,127 | ||||
Sales of Ownership Interests in Subsidiary, net | 1,825,580 | 1,825,580 | |||
Distribution to Non-Controlling Interests | (1,244,196) | (1,244,196) | |||
Reallocation of Non-Controlling Interests and Other | 1,348,161 | 1,348,161 | (1,348,161) | ||
Balance at Jan. 31, 2016 | $ 18,769,849 | $ (12,285,915) | 6,483,934 | 486,795 | 6,970,729 |
Balance, shares at Jan. 31, 2016 | 8,791,500 | 8,615,346 | |||
Net Income (Loss) | $ (2,191,972) | (2,191,972) | (434,782) | (2,626,754) | |
Dividends | $ (96,630) | (96,630) | (96,630) | ||
Shares Issued from Cash Received in Prior Period, Shares | 861,755 | ||||
Purchase of Treasury Stock | $ (77,037) | (77,037) | (77,037) | ||
Purchase of Treasury Stock, shares | (30,227) | 30,227 | |||
Shares of Beneficial Interest Issued for Services Rendered | $ 97,265 | 97,265 | 97,265 | ||
Shares of Beneficial Interest Issued for Services Rendered, shares | 42,300 | ||||
Sales of Ownership Interests in Subsidiary, net | 55,000 | 55,000 | |||
Distribution to Non-Controlling Interests | (697,324) | (697,324) | |||
Reallocation of Non-Controlling Interests and Other | 215,620 | 215,620 | (215,620) | ||
Balance at Jan. 31, 2017 | $ 16,794,132 | $ (12,362,952) | $ 4,431,180 | $ (805,931) | $ 3,625,249 |
Balance, shares at Jan. 31, 2017 | 9,665,328 | 8,645,573 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2016 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Consolidated Net (Loss) Income | $ (2,626,754) | $ 339,440 | ||
Adjustments to Reconcile Consolidated (Net Loss) Income to Net Cash Used In Operating Activities: | ||||
Stock-Based Compensation | 97,265 | 65,280 | ||
Provision For (Recovery of) Uncollectible Receivables | 19,750 | (5,075) | ||
Depreciation | 2,094,401 | 1,178,074 | ||
Amortization of Intangibles | 67,000 | |||
Amortization of Debt Discounts and Deferred Financing Fees | 29,892 | 71,486 | ||
Gain on Disposal of Assets | (2,351,817) | |||
Changes in Assets and Liabilities: | ||||
Accounts Receivable | (475,702) | 214,460 | ||
Prepaid Expenses and Other Assets | (50,329) | 24,674 | ||
Accounts Payable and Accrued Expenses | (26,489) | (140,381) | ||
NET CASH USED IN OPERATING ACTIVITIES | (870,966) | (603,859) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Improvements and Additions to Hotel Properties | (2,254,499) | (2,125,736) | ||
Cash Received From Sale of Hotel Property | 4,550,567 | |||
Purchase of IVH Assets | (800,000) | |||
Lendings on Advances to Affiliates - Related Party | (879,650) | (1,077,184) | ||
Collections on Advances to Affiliates - Related Party | 2,231,001 | 106,236 | ||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (903,148) | 653,883 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Principal Payments on Mortgage Notes Payable | (491,806) | (624,543) | ||
Payments on Notes Payable to Banks, net of financing costs | (1,470,570) | (2,348,964) | ||
Borrowings on Notes Payable to Banks, net of financing costs | 2,494,051 | 1,991,153 | ||
Payments on Line of Credit - Related Party | (61,356) | (1,978,321) | ||
Borrowings on Line of Credit - Related Party | 230,000 | 1,730,270 | ||
Payments on Notes Payable - Related Party | (701,113) | (1,726,664) | ||
Borrowings on Notes Payable - Related Party | 683,230 | 1,427,244 | ||
Payments on Other Notes Payable | (36,622) | (470,980) | ||
Borrowings on Other Notes Payable | 555,000 | |||
Payment of Dividends | (96,630) | (88,177) | ||
Proceeds from Sale of Non-Controlling Ownership Interest in Subsidiary | 55,000 | 1,825,580 | ||
Sale of Stock | 2,999,999 | |||
Distributions to Non-Controlling Interest Holders | (697,324) | (1,244,196) | ||
Repurchase of Treasury Stock | (77,037) | (92,424) | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 384,823 | 1,399,977 | ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,389,291) | 1,450,001 | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 1,957,687 | [1] | 507,686 | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | [1] | $ 568,396 | $ 1,957,687 | |
[1] | Including $2,153 of cash included in Discontinued Operations as of January 31, 2016 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Statement of Cash Flows [Abstract] | ||
Cash included as discontinued operations | $ 2,153 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Jan. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION As of January 31, 2017, InnSuites Hospitality Trust (the “Trust”, “we” or “our”) owns interests directly in and through a partnership interest, four hotels with an aggregate of 574 suites in Arizona, southern California and New Mexico (the “Hotels”). The Hotels operate under the trade name “InnSuites Hotels.” Full service hotels often contain upscale full-service facilities with a large volume of full service accommodations, on-site full service restaurant(s), and a variety of on-site amenities such as swimming pools, a health club, children’s activities, ballrooms and on-site conference facilities. Moderate or limited service hotels are small to medium-sized hotel establishments that offer a limited amount of on-site amenities. Most moderate or limited service establishments may still offer full service accommodations but lack leisure amenities such as an on-site restaurant or a swimming pool. We consider our Tucson, Arizona hotel and our hotel located in Albuquerque, New Mexico to be moderate or limited service establishments. All of our other properties are full service hotels. The Trust is the sole general partner of RRF Limited Partnership, a Delaware limited partnership (the “Partnership”), and owned a 72.11% interest in the Partnership as of January 31, 2017 and 2016. The Trust’s weighted average ownership for the years ended January 31, 2017 and 2016 was 72.11%. As of January 31, 2017, the Partnership owned a 51.01% interest in an InnSuites® hotel located in Tucson, Arizona, and a 51.33% interest in an InnSuites® hotel located in Ontario, California. The Trust owns a direct 50.24% interest in a Yuma, Arizona hotel property, and a direct 50.91% interest in an InnSuites® hotel located in Albuquerque, New Mexico. Under certain management agreements, InnSuites Hotels Inc., our subsidiary, manages the Hotels’ daily operations. The Trust also provides the use of the “InnSuites” trademark to the Hotels through wholly-owned InnSuites Hotels. All such expenses and reimbursements between the Trust, InnSuites Hotels and the Partnership have been eliminated in consolidation. InnDependent Boutique Collection (“IBC Hotels” or “IBC Developments”), a wholly owned subsidiary of InnSuites Hospitality Trust, has a network of approximately 6,300 unrelated hotel properties, of which over 1,800 hotel properties are exclusive and provides revenue generating services and cost savings solutions to independent boutique hotels. During the fiscal year ended January 31, 2014 IBC Hotels formed a marketing alliance with the Independent Lodging Industry Association (“ILIA”). Included in the 1,800 exclusive hotel properties are approximately 500 exclusive hotels obtained when IBC Hotels purchased International Vacation Hotels (“IVH”) on January 8, 2016. 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 Partnership units are identical in all respects, except that each Class A 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 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, 2017 and 2016, 276,131 Class A Partnership units were issued and outstanding, representing 2.09% of the total Partnership units, respectively. Additionally, as of both January 31, 2017 and 2016, 3,407,938 Class B Partnership units were outstanding to James Wirth, the Trust’s Chairman and Chief Executive Officer, and Mr. Wirth’s affiliates. If all of the Class A and B Partnership units were converted on January 31, 2017, the limited partners in the Partnership would receive 3,684,069 Shares of Beneficial Interest of the Trust. As of January 31, 2017 and 2016, the Trust owns 9,527,448 general partner units in the Partnership, representing 72.11% of the total Partnership units, respectively. 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 the Albuquerque, New Mexico and Yuma, Arizona properties and more recently, sales of non-controlling interests in certain of our Hotels. The Partnership’s principal source of cash flow is quarterly distributions from the Tucson, Arizona and Ontario, California properties. 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 and to service our debt. As of January 31, 2017, the Trust had a related party Demand/Revolving Line of Credit/Promissory Note with an amount payable of $145,000. The Demand/Revolving Line of Credit/Promissory Note accrued interest at 7.0% per annum and requires interest only payments. The Demand/Revolving Line of Credit/Promissory Note has a maximum borrowing capacity to $1,000,000, which is available through December 31, 2017. As of April 20, 2017, the outstanding net balance receivable on the Demand/Revolving Line of Credit/Promissory Note was $0. As of January 31, 2017, the Trust had two available Advances to Affiliate credit facilities each with a maximum borrowing capacity of $500,000 for a total maximum borrowing capacity of $1,000,000, which is available through June 30, 2017. As of January 31, 2017, the Trust had an amount payable of both credit facilities of approximately $379,000. With approximately $568,000 of cash, as of January 31, 2017, the availability of a $1,000,000 related party Demand/Revolving Line of Credit/Promissory Note, the availability of approximately $1,470,000 of proceeds from the sale of non-controlling partnership units in the Yuma entity which have occurred in March 2017 and April 2017 (see Note 28 Subsequent Events) and the availability of the combined $621,000 Advance to Affiliate credit facilities, 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 year. In addition, our management is analyzing other strategic options available to us, including the refinancing of another property or raising additional funds through additional non-controlling interest sales; however, such transactions may not be available on terms that are favorable to us, or at all There can be no assurance that we will be successful in obtaining extensions, 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. 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 Inc. Therefore, the financial statements of the Partnership and InnSuites Hotels Inc. are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated. SEASONALITY OF THE HOTEL BUSINESS The Hotels’ operations historically have been somewhat seasonal. The two southern Arizona hotels experience their highest occupancy in the first fiscal quarter and, to a lesser extent, the fourth fiscal quarter. The second fiscal quarter tends to be the lowest occupancy period at those two southern Arizona hotels. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenues. The two hotels located in California and New Mexico historically experience their most profitable periods during the second and third fiscal quarters (the summer season), providing some balance to the general seasonality of the Trust’s hotel business. The seasonal nature of the Trust’s business increases its vulnerability to risks such as labor force shortages and cash flow issues. Further, if an adverse event such as an actual or threatened terrorist attack, international conflict, data breach, regional economic downturn or poor weather conditions should occur during the first or fourth fiscal quarters, the adverse impact to the Trust’s revenues could likely be greater as a result of its southern Arizona seasonal business. RECENTLY ISSUED ACCOUNTING GUIDANCE In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). Under generally accepted accounting principles (“GAAP”), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the Liquidation Basis of Accounting. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in ASU 2014-15 require additional disclosure of information about the relevant conditions and events. The amendments in ASU 2014-15 are effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Trust has adopted this guidance on its consolidated financial statements and we believe no material impact exists at this time. In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, “Compensation—Stock Compensation” (“ASC 718”), as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (i) prospectively to all awards granted or modified after the effective date; or (ii) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Trust adopted this ASU during the first fiscal quarter of 2017 and evaluated the impact of the adoption of this guidance on its consolidated financial statements and we believe no material impact exists at this time. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). This will improve certain areas of consolidation guidance for reporting organizations that are required to evaluate whether to consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures. ASU 2015-02 simplified and improved GAAP by: eliminating the presumption that a general partner should consolidate a limited partnership, eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable Interest Entity (“VIE”) consolidation models from four to two (including the limited partnership consolidation model), and clarifying when fees paid to a decision maker should be a factor to include in the consolidation of VIEs. ASU 2015-02 is effective for periods beginning after December 15, 2015. The Trust has evaluated the impact of the adoption of this guidance on its consolidated financial statements and we believe no material impact exists at this time. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The ASU specifies that “issue costs shall be reported in the balance sheet as a direct deduction from the face amount of the note” and that “amortization of debt issue costs shall also be reported as interest expense.” According to the ASU’s Basis for Conclusions, debt issuance costs incurred before the associated funding is received (i.e., the debt liability) should be reported on the balance sheet as deferred charges until that debt liability amount is recorded. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For entities other than public business entities, the guidance is effective for fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Trust has adopted this ASU during the first fiscal quarter of 2017 and evaluated the impact of the adoption of this guidance on its consolidated financial statements and we believe no material impact exists at this time. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” a new standard which simplifies the accounting for share-based payment transactions. This guidance requires that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the Consolidated Statements of Operations rather than additional paid-in capital. Additionally, the excess tax benefits will be classified along with other income tax cash flows as an operating activity, rather than a financing activity, on the Statement of Cash Flows. Further, the update allows an entity to make a policy election to recognize forfeitures as they occur or estimate the number of awards expected to be forfeited. It will be effective for us beginning in 2018 and should be applied prospectively, with certain cumulative effect adjustments. Early adoption is permitted. We are currently assessing the impact this standard will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will become effective for the Company beginning interim period April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact on its financial condition, results of operations, cash flows and financial statement disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).”. This new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated financial statements. The FASB issued the following accounting standard updates related to Topic 606, Revenue Contracts with Customers: ● ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. ● ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations. ● ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”) in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ● ASU No. 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update)” (“ASU 2016-11”) in May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606. ● ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”) in May 2016. ASU 2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance. These ASUs will become effective for the Company beginning interim period February 1, 2018. The Company is currently evaluating the impact of ASC 606, but at the current time does not know what impact the new standard will have on revenue recognized and other accounting decisions in future periods, if any, nor what method of adoption will be selected if the impact is material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Trust’s operations are affected by numerous factors, including the economy, competition in the hotel industry and the effect of the economy on the travel and hospitality industries. The Trust cannot predict if any of the above items will have a significant impact in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Trust’s operations and cash flows. Significant estimates and assumptions made by management include, but are not limited to, the estimated useful lives of long-lived assets and estimates of future cash flows used to test a long-lived asset for recoverability and the fair values of the long-lived assets. PROPERTY, PLANT AND EQUIPMENT AND HOTEL PROPERTIES Furniture, fixtures, building improvements and hotel properties are stated at cost and are depreciated using the straight-line method over estimated lives ranging up to 40 years for buildings and 3 to 10 years for furniture and equipment. Management applies guidance ASC 360-10-35, to determine when it is required to test an asset for recoverability of its carrying value and whether an impairment exists. Under ASC 360-10-35, the Trust is required to test a long-lived asset for impairment when there is an indicator of impairment. Impairment indicators may include, but are not limited to, a drop in the performance of a long-lived asset, a decline in the hospitality industry or a decline in the economy. If an indicator of potential impairment is present, then an assessment is performed of whether the carrying amount of an asset exceeds its estimated undiscounted future cash flows over its estimated remaining life. If the estimated undiscounted future cash flows over the asset’s estimated remaining life are greater than the asset’s carrying value, no impairment is recognized; however, if the carrying value of the asset exceeds the estimated undiscounted future cash flows, then the Trust would recognize an impairment expense to the extent the asset’s carrying value exceeds its fair value, if any. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are analyzed on a property-specific basis independent of the cash flows of other groups of assets. Evaluation of future cash flows is based on historical experience and other factors, including certain economic conditions and committed future bookings. Management has determined that no impairment of long-lived assets existed during the Trust’s fiscal years ended January 31, 2017 and 2016. INTANGIBLE ASSETS Intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives, which range from 7 to 10 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. BUSINESS COMBINATIONS We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The final purchase price may be adjusted up to one year from the date of the acquisition. Identifying the fair value of the tangible and intangible assets and liabilities requires the use of estimates by management and was based upon currently available data. The Trust allocates the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. Such goodwill is not deductible for tax purposes and represents the value placed on entering new markets and expanding market share (see Note 27). Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, included changes from events after the acquisition date, such as changes in our estimate of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated statements of operations, financial position and cash flows in the period of the change in the estimate. GOODWILL The Trust tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Trust determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Trust must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgements in the future and require an adjustment to the recorded balances. The goodwill was recorded as part of the acquisition of International Vacation Hotels that occurred on January 8, 2016 (see Note 27) and no impairment existed as of January 31, 2017. CASH AND CASH EQUIVALENTS The Trust considers all highly liquid short-term investments with maturities of three months or less at the time of purchase to be cash equivalents. The Trust believes it places its cash and cash equivalents only with high credit quality financial institutions, although these balances may periodically exceed federally insured limits. REVENUE RECOGNITION Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” summarizes the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 104 establishes the SEC’s view that it is not appropriate to recognize revenue until all of the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Further, SAB No. 104 requires that both title and the risks and rewards of ownership be transferred to the buyer before revenue can be recognized. We believe that our revenue recognition policies as described below are in compliance with SAB No. 104. Revenues are primarily derived from the following sources and are recognized as services are rendered and when collectability is reasonably assured. Amounts received in advance of revenue recognition are considered deferred liabilities. 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. Management and trademark fees from hotels include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels and the two hotels owned by affiliates of Mr. Wirth. In February 2017, one of the two hotels owned by affiliates of Mr. Wirth was sold to a third party and therefore, the management and trademark fees associated with that hotel will no longer continue. IBC Development revenues are recognized after services are rendered by the IBC member hotel. 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. Based on our policy, we recognize revenue when we believe that persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and the collectability of our revenues are reasonably assured. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are carried at original amounts billed less an estimate made for doubtful accounts based on a review of outstanding amounts on a quarterly basis. Management generally records an allowance for doubtful accounts for 50% of balances over 90 days and 100% of balances over 120 days. Accounts receivable are written off when collection efforts have been exhausted and they are deemed uncollectible. Recoveries, if any, of receivables previously written off are recorded when received. The Trust does not charge interest on accounts receivable balances and these receivables are unsecured. Balance at the Beginning Charged to Balance at the End of Fiscal Year of Year (i) Expense Deductions Year (i) 2016 $ 39,045 $ 83,786 $ (88,861 ) $ 33,970 2017 $ 33,970 $ 127,114 $ (107,364 ) $ 53,720 STOCK-BASED COMPENSATION We have an employee equity incentive plan, which is described more fully in Note 22 - “Share-Based Payments.” For fiscal year 2017 and 2016, the Trust has paid the annual fees due to its Trustees by issuing Shares of Beneficial Interest out of its authorized but unissued Shares of Beneficial Interest. Upon issuance, the Trust recognizes the shares as outstanding. The Trust recognizes expense related to the issuance based on the fair value of the shares upon the date of the restricted share grant and amortizes the expense equally over the period during which the shares vest to the Trustees. During fiscal year 2017, the Trust granted restricted stock awards of 24,000 Shares to members of the Board of Trustees, all of which vested in fiscal year 2017 resulting in stock-based compensation of $51,840. During fiscal year 2016, the Trust granted restricted stock awards of 24,000 Shares to members of the Board of Trustees, all of which vested in fiscal year 2016 resulting in stock-based compensation of $65,280. The following table summarizes restricted share activity during fiscal years 2017 and 2016. Restricted Shares Shares Weighted-Average Per Share Grant Date Fair Value Balance at January 31, 2015 - - Granted 24,000 $ 2.72 Vested (24,000 ) $ 2.72 Forfeited - - Balance of unvested awards at January 31, 2016 - - Granted 24,000 $ 2.16 Vested (24,000 ) $ 2.16 Forfeited - - Balance of unvested awards at January 31, 2017 - - TREASURY STOCK Treasury stock is carried at cost, including any brokerage commissions paid to repurchase the shares. Any shares issued from treasury stock are removed at cost, with the difference between cost and fair value at the time of issuance recorded against Shares of Beneficial Interest. INCOME TAXES The Trust is subject to federal and state corporate income taxes, and accounts for deferred taxes utilizing an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. DIVIDENDS AND DISTRIBUTIONS In fiscal years 2017 and 2016, the Trust paid dividends of $0.01 per share in the fourth quarter of each year, or total dividends of $96,630 and $88,177, respectively. The Trust’s ability to pay dividends is largely dependent upon the operations of the Hotels. NON-CONTROLLING INTEREST Non-controlling interest in the Trust represents the limited partners’ proportionate share of the capital and earnings of the Partnership. Income or loss is allocated to the non-controlling interest based on a weighted average ownership percentage in the entities throughout the period, and capital is allocated based on the ownership percentage at year-end. Any difference between the weighted average and point-in-time allocations is presented as a reallocation of non-controlling interest as a component of shareholders’ equity. (LOSS) INCOME PER SHARE Basic and diluted income (loss) per Share of Beneficial Interest is computed based on the weighted-average number of Shares of Beneficial Interest and potentially dilutive securities outstanding during the period. Dilutive securities are limited to the Class A and Class B units of the Partnership, which are convertible into 3,684,069 Shares of the Beneficial Interest, as discussed in Note 1. For the fiscal years ended January 31, 2017 and 2016, there were Class A and Class B Partnership units outstanding, which are convertible into Shares of Beneficial Interest of the Trust. Assuming conversion at the beginning of each period, the aggregate weighted-average of these Shares of Beneficial Interest would have been 3,684,069 in addition to the basic shares outstanding for fiscal years 2017 and 2016, respectively. These Shares of Beneficial Interest issuable upon conversion of the Class A and Class B Partnership units were dilutive during fiscal 2016 and are included in the calculation of diluted earnings per share for that year below. For the Year Ended January 31, 2016 Net Loss attributable to controlling interest $ 432,116 Plus: Net Loss attributable to non-controlling interests (92,676 ) Net Loss attributable to controlling interest after unit conversion $ 339,440 Weighted average common shares outstanding 8,269,827 Plus: Weighted average incremental shares resulting from unit conversion 3,684,069 Weighted average common shares outstanding after unit conversion 11,953,896 Diluted Loss Per Share $ 0.03 DISCONTINUED OPERATIONS Discontinued operations in the fiscal year ended January 31, 2016 primarily consists of the hotel’s operational revenues and expenses, and does not include the sale proceeds and profit from the sale of our Tucson St. Mary’s hotel. On August 1, 2015, the Trust finalized and committed to a plan to sell three Hotel properties. As of May 1, 2016, the Trust has listed the Hotel properties with a local real estate hotel broker, and management believes that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. The Trust believes that the plan to sell these assets will not be withdrawn. Through the Trust’s Form 10-Q for the quarter ended July 31, 2016 filed with the SEC on September 14, 2016, the Trust classified all the Hotel properties as Assets Held for Sale. As of October 31, 2016, the Trust has decided to reclassify these assets back into operations as many of these assets have been marketed for sale for more than one year. At this time, the Trust is unable to predict when, and if, any of these Hotel properties will be sold and the Trust no longer deems a sale to be probable. The Trust continues to list these properties with local real estate hotel brokers and, we believe, that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. There have been no other material changes to our basis of presentation since October 31, 2016. SEGMENT REPORTING The Trust determined that its operations are comprised of two reportable segments, a Hotel Operations & Corporate Overhead segment that has ownership interest in four hotel properties with an aggregate of 574 suites in Arizona, southern California and New Mexico, and the IBC Developments segment serving 6,300 unrelated hotel properties. The Trust has a concentration of assets in the southwest United States, and the southern Arizona market. On an overall basis, the Trust has elected to only put the costs directly attributable to the IBC Developments in that segment. Included in these costs are sales, marketing and technology development costs. IBC Hotels was formed during the fiscal year ended January 31, 2014. Operating results became significant during the fiscal year ended January 31, 2015. IBC Hotels charges a 10% booking fee which, we believe, increases the independent hotel profits. Competitors of IBC Hotels can charge anywhere from a 30% to 50% booking fee. InnDependent InnCentives, IBC’s loyalty program, allows hoteliers to benefit from guests who frequently stay at IBC independent hotels. We are planning significant expansion of IBC Hotels during the next couple of fiscal years as continue to expand and develop our production and sales and marketing efforts. Specifically, IBC Hotels’ product development roadmap includes integration of more hotel software systems to simply use and simplify adoption of our product by the hotels, improve retention with better onboarding techniques, grow digital marketing services capabilities and revenues and continue to develop our product to meet the needs of our hotel partners. We anticipate significant expansion of our sales and marketing efforts by hiring additional personnel, seek out partnerships and acquisitions to grow our hotel user base and further monetize our loyalty program and consumer site. In addition, we play to explore financial and strategic options for this division and have hired Viant Capital, an investment banker, to assist. We anticipate the IBC Hotels sales and marketing efforts to increase our revenues and decrease our consolidated net loss over the next couple of fiscal years. For each reservation, IBC Hotels receives a 10% transactional fee plus reimbursement of our credit card processing fees associated with the reservation. We cannot provide any assurance that our plans will be successful or in line with our expectations. The Chief Operating Decision Maker (“CODM”), the Trust’s CEO, Mr. Wirth, does not see value in allocating costs for items not directly attributable to the IBC Developments segment for several reasons. The first is that the Trust’s base business is the Hotel Operations & Corporate Overhead segment, and the majority of the expenses of the Trust would continue even if the Trust was not in the reservation, hotel services and technology business. If the Trust were to allocate general expenses to the reservation business based on some allocation method (e.g., on sales), it would not improve the value of segment reporting, but it would only serve to make the results of the Hotel Operations & Corporate Overhead segment look better and give investors a false sense of the profitability of the Hotel Operations & Corporate Overhead segment without the IBC Developments segment. The CODM wants to understand the true investment in the reservation business and that result is delivered by allocating only costs directly associated with the IBC Developments segment. By retaining the remainder of costs not associated with the IBC Developments segment in the Hotel Operations & Corporate Overhead segment, the Trust is able to compare the Hotel Operations & Corporate Overhead segment to historical figures where the bulk of the business was only that segment of operations to gauge relative efficiency of the Hotel Operations & Corporate Overhead segment as compared to historical norms. The Trust has chosen to focus its hotel investments in the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided. ADVERTISING COSTS Amounts incurred for advertising costs are expensed as incurred. Advertising expense totaled approximately $567,000 and $587,000 for the years ended January 31, 2017 and 2016, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS For disclosure purposes, fair value is determined by using available market information and appropriate valuation methodologies. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The fair value framework specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The fair value hierarchy levels are as follows: ● Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. ● Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and / or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are level 2 valuation techniques. ● Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect a company’s own judgments about the assumptions that market participants would use in pricing an asset or liability. The Trust has no assets or liabilities that are carried at fair value on a recurring basis and had no fair value re-measurements during the years ended January 31, 2017 and 2016. Due to their short maturities, the carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximates fair value. The fair value of mortgage notes payable, notes payable to banks and notes and advances payable to related parties is estimated by using the current rates which would be available for similar loans having the same remaining maturities and are based on level 3 inputs. See Note 19 – “Fair Value of Financial Instruments.” |
Sale of Ownership Interests in
Sale of Ownership Interests in Albuquerque Subsidiary | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Ownership Interests In Albuquerque Subsidiary | |
Sale of Ownership Interests in Albuquerque Subsidiary | 3. SALE OF OWNERSHIP INTERESTS IN ALBUQUERQUE SUBSIDIARY On July 22, 2010, the Board of Trustees unanimously approved, with Mr. Wirth abstaining, for the Partnership to enter into an agreement with Rare Earth Financial, LLC (“Rare Earth”), an affiliate of Mr. Wirth, to sell units in Albuquerque Suite Hospitality, LLC (the “Albuquerque entity”), which owns and operates the Albuquerque, New Mexico hotel property. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase at least 49% of the membership interests in the Albuquerque entity and the parties agreed to restructure the operating agreement of the Albuquerque entity. A total of 400 units were available for sale for $10,000 per unit, with a two-unit minimum subscription. On September 24, 2010, the parties revised the Amended and Restated Operating Agreement to name Rare Earth as the administrative member of the Albuquerque entity in charge of the day-to-day management. On December 9, 2013, the Trust entered into an updated restructuring agreement with Rare Earth to allow for the sale of additional interest units in the Albuquerque entity for $10,000 per unit. Under the updated restructuring agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 150 (and potentially up to 190 if the overallotment is exercised) units. Under the terms of the updated restructuring agreement, the Trust agreed to hold at least 50.1% of the outstanding units in the Albuquerque entity, on a post-transaction basis, and intends to maintain this minimum ownership percentage through the purchase of units under this offering. The Board of Trustees approved this restructuring on December 9, 2013. The units in the Albuquerque entity are allocated to three classes with differing cumulative discretionary priority distribution rights through December 31, 2015. Class A units are owned by unrelated third parties and have first priority for distributions. Class B units are owned by the Trust and have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Albuquerque entity. Priority distributions of $700 per unit per year were cumulative until December 31, 2015; however, after December 31, 2015 Class A unit holders continue to hold a preference on distributions over Class B and Class C unit holders. If certain triggering events related to the Albuquerque entity occur prior to the payment of all accumulated distributions to its members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. 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 Class A members will participate pro rata in the funds available for distribution to them until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to all unit classes. Rare Earth received a restructuring fee of $128,000, conditioned upon and arising from the sale of the first 100 units in the Albuquerque entity following the December 31, 2013 restructuring. The Albuquerque entity plans to use its best efforts to pay the discretionary priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative discretionary priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to the Albuquerque, New Mexico property. During the fiscal year ended January 31, 2017, there were no Class A units of the Albuquerque entity sold. As of January 31, 2017, the Trust held a 50.91% ownership interest, or 279 Class B units, in the Albuquerque entity, Mr. Wirth and his affiliates held a 0.18% interest, or 1 Class C unit, and other parties held a 48.91% interest, or 268 Class A units. As of January 31, 2017, the Albuquerque entity has discretionary Priority Return payments to unrelated unit holders of approximately $142,000, to the Trust of approximately $146,000, and to Mr. Wirth and his affiliates of approximately $500. As of February 1, 2016, the Trust no longer accrues for these distributions as the preference period has expired. |
Sale of Ownership Interests i11
Sale of Ownership Interests in Tucson Hospitality Properties Subsidiary | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Ownership Interests In Tucson Hospitality Properties Subsidiary | |
Sale of Ownership Interests in Tucson Hospitality Properties Subsidiary | 4. SALE OF OWNERSHIP INTERESTS IN TUCSON HOSPITALITY PROPERTIES SUBSIDIARY On February 17, 2011, the Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest units in Tucson Hospitality Properties, LP (the “Tucson entity”), which operates the Tucson Oracle hotel property, then wholly-owned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 250 units, which represents approximately 41% of the outstanding limited partnership units in the Tucson entity, on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the Tucson entity. The Board of Trustees approved this restructuring on January 31, 2011. On October 1, 2013, the Partnership entered into an updated restructured limited partnership agreement with Rare Earth to allow for the sale of additional interest units in the Tucson entity for $10,000 per unit. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 160 (and potentially up to 200 if the overallotment is exercised) units. Under the terms of the updated restructuring agreement, the Partnership agreed to hold at least 50.1% of the outstanding limited partnership units in the Tucson entity, on a post-transaction basis, and intends to maintain this minimum ownership percentage through the purchase of units under this offering. The Board of Trustees approved this restructuring on September 14, 2013. The limited partnership interests in the Tucson entity are allocated to three classes with differing cumulative discretionary priority distribution rights through June 30, 2016. Class A units are owned by unrelated third parties and have first priority for distributions. Class B units are owned by the Partnership and have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Tucson entity. Priority distributions of $700 per unit per year are cumulative until June 30, 2016; however, after June 30, 2016 Class A unit holders continue to hold a preference on distributions over Class B and Class C unit holders. If certain triggering events related to the Tucson entity occur prior to the payment of all accumulated distributions to its members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. 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 Class A members will participate pro rata in the funds available for distribution to them until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to all unit classes. Rare Earth also received a restructuring fee of $128,000, conditioned upon and arising from the sale of the first 100 units in the Tucson entity following the October 1, 2013 restructuring. The Tucson entity plans to use its best efforts to pay the discretionary priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative discretionary priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to the Tucson, Arizona property. During the fiscal year ended January 31, 2017, there were 3 Class A units of the Tucson entity sold by Rare Earth at $10,000 per unit to Class A unit holders. As of January 31, 2017, the Partnership held a 51.01% ownership interest, or 404 Class B units, in the Tucson entity, Mr. Wirth and his affiliates held a 0.38% interest, or approximately 3 Class C units, and other parties held a 48.61% interest, or approximately 385 Class A units. For the fiscal year ended January 31, 2017, the Tucson entity made discretionary Priority Return payments to unrelated unit holders of approximately $201,000, to the Partnership of approximately $141,000 and to Rare Earth of approximately $2,000. As of February 1, 2016, the Trust no longer accrues for these distributions as the preference period has expired. |
Sale of Ownership Interests i12
Sale of Ownership Interests in Ontario Hospitality Properties Subsidiary | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Ownership Interests In Ontario Hospitality Properties Subsidiary | |
Sale of Ownership Interests in Ontario Hospitality Properties Subsidiary | 5. SALE OF OWNERSHIP INTERESTS IN ONTARIO HOSPITALITY PROPERTIES SUBSIDIARY On February 29, 2012, the Trust and Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest units in Ontario Hospitality Properties, LP (the “Ontario entity”) for $10,000 per unit, which operates the Ontario hotel property, then wholly-owned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 250 units, which represents approximately 49% of the outstanding partnership units in the Ontario entity, on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the Ontario entity. The Board of Trustees approved this restructuring on February 1, 2012. Under the restructured limited partnership agreement, Rare Earth became a general partner of the Ontario entity along with the Trust and Partnership. On March 1, 2014, the Trust and Partnership entered into an updated restructuring agreement with Rare Earth to allow for the sale of additional interest units in the Ontario entity for $10,000 per unit. Under the updated restructuring agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 235 (and potentially up to 275 if the overallotment is exercised) units. Under the terms of the updated restructuring agreement, the Partnership agreed to hold at least 50.1% of the outstanding limited partnership units in the Ontario entity, on a post-transaction basis, and intends to maintain this minimum ownership percentage through the purchase of units under this offering. The Board of Trustees approved this restructuring on March 24, 2014. The limited partnership interests in the Ontario entity are allocated to three classes with differing cumulative discretionary priority distribution rights through March 31, 2017. Class A units are owned by unrelated third parties and have first priority for distributions. Class B units are owned by the Trust and have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Albuquerque entity. Priority distributions of $700 per unit per year are cumulative until December 31, 2015; however, after March 31, 2017 Class A unit holders continue to hold a preference on distributions over Class B and Class C unit holders. If certain triggering events related to the Ontario entity occur prior to the payment of all accumulated distributions to its members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. 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 Class A members will participate pro rata in the funds available for distribution to them until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to all unit classes. Rare Earth also received a restructuring fee of $128,000, conditioned upon and arising from the sale of the first 100 units in the Ontario entity following the March 1, 2014 restructuring. The Trust has paid out $128,000 of the restructuring fee at January 31, 2015 and included the cost in the Sales of Ownership Interest in Subsidiary, net line of the accompany Consolidated Statements of Shareholders’ Equity. The Ontario entity is required to use its best efforts to pay the priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to the Ontario, California property. During the fiscal year ended January 31, 2017, there were 32 Class A units of the Ontario entity sold, of which 28 were purchased from Rare Earth at $10,000 per unit, and of which 2 were purchased from the Partnership at $10,000 per unit. As of January 31, 2017, the Partnership held a 51.33% ownership interest, or 496 Class B units, in the Ontario entity, Mr. Wirth and his affiliates held a 0.21% interest through Rare Earth, or 2 Class C units, and other parties held a 48.46 % interest, or 468.25 Class A units. For the fiscal year ended January 31, 2017, the Ontario entity made discretionary Priority Return payments to unrelated unit holders of approximately $153,000, to the Partnership of approximately $174,000 and to Rare Earth of approximately $10,000. |
Sale of Ownership Interests i13
Sale of Ownership Interests in Yuma Hospitality Properties Subsidiary | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Ownership Interests In Yuma Hospitality Properties Subsidiary | |
Sale of Ownership Interests in Yuma Hospitality Properties Subsidiary | 6. SALE OF OWNERSHIP INTERESTS IN YUMA HOSPITALITY PROPERTIES SUBSIDIARY On October 24, 2014, the Trust and Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest units in Yuma Hospitality Properties, Limited Partnership (the “Yuma entity”) for $10,000 per unit, which operates the Yuma hotel property, then wholly-owned by the Trust. Prior to the agreement there were 750 units outstanding and as a result of the agreement, an additional 50 units will be created for sale. Under the agreement, Rare Earth agreed to either purchase or bring in other investors to purchase up to 398 units, which represents approximately 49% of the outstanding partnership units in the Yuma entity, on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the Yuma entity. The Board of Trustees approved this restructuring on October 24, 2014. Under the restructured limited partnership agreement, Rare Earth became a general partner of the Yuma entity along with the Trust and Partnership. The limited partnership interests in the Yuma entity are allocated to three classes with differing cumulative discretionary priority distribution rights through January 31, 2020. Class A units are owned by unrelated third parties and have first priority for distributions. Class B units are owned by the Trust and have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Yuma entity. Priority distributions of $700 per unit per year are cumulative until January 31, 2020. After January 31, 2020, all Partnership Interests will share equally in all distributions. If certain triggering events related to the Yuma entity occur prior to the payment of all accumulated distributions to its members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the members. 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 Class A members will participate pro rata in the funds available for distribution to them until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to all unit classes. Rare Earth will receive a restructuring fee of $350,000, conditioned upon and arising from the sale of the first 150 units in the Yuma entity following the October 24, 2014 restructuring. The Trust has paid out $350,000 of the restructuring fee at January 31, 2016 and included the cost in the Sales of Ownership Interest in Subsidiary, net line of the accompany Consolidated Statements of Shareholders’ Equity. The Yuma entity is required to use its best efforts to pay the priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to the Yuma, Arizona property. During the fiscal year ended January 31, 2017, there were 9.50 Class A units, of which 4 were sold from the Trust, and of which 5.5 were purchased from the Partnership at $10,000 per unit. As of January 31, 2017, the Trust held a 50.24% ownership interest, or 401.90 Class B units, in the Yuma entity, Mr. Wirth and his affiliates held a 0.51% interest, or 4.1 Class C units, and other parties held a 49.25% interest, or 394 Class A units. For the fiscal year ending January 31, 2017, the Yuma entity made discretionary Priority Return payments to unrelated unit holders of approximately $206,000, to the Trust of approximately $211,000 and to Rare Earth of approximately $4,000. In February 2017, the Trust started the process to sell 300 of its 401 Class B units to third party investors to further reduce IHT percentage ownership in the Yuma entity (see Note 28). |
Sale of Ownership Interests i14
Sale of Ownership Interests in Tucson Saint Mary's Suite Hospitality | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Ownership Interests In Tucson Saint Marys Suite Hospitality | |
Sale of Ownership Interests in Tucson Saint Mary's Suite Hospitality | 7. SALE OF OWNERSHIP INTERESTS IN TUCSON SAINT MARY’S SUITE HOSPITALITY On April 24, 2015, the Trust and the Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling interest units for $10,000 per unit in the Tucson St. Mary’s entity for $10,000 per unit, which operated one of the Tucson, Arizona hotel properties, then wholly-owned by the Partnership. Under the agreement, the Partnership agreed to either purchase or bring in other investors to purchase up to 350 units, which represents approximately 50.07% of the outstanding partnership units, on a post-transaction basis, and the parties agreed to restructure the limited liability agreement of the Tucson St. Mary’s entity. The Board of Trustees approved this restructuring on April 24, 2015. Under the restructured limited liability agreement, the Partnership was confirmed as the Administrative Member of the Tucson St. Mary’s entity but Rare Earth could be elected in the future as Administrative Member without consent of the Partnership. All membership interests are entitled to receive priority distributions annually of $700 per $10,000 interest from May 15, 2015 through April 20, 2020. Priority distributions will be paid first to Class A interests, second to Class B interests, third to Class C interests and are cumulative. After April 30, 2020, all membership interests will be entitled to annual distributions of $700 per $10,000 interest, which will be cumulative. Subject to shareholder approval, the holders of Class A units may convert all of part of their investment at any time up to January 31, 2018 into 2,857 Shares of Beneficial Interest for each $10,000 interest subject to shareholder approval and other required approvals (“conversion feature”). Thereafter each $10,000 interest is convertible into 2,500 Shares of Beneficial Interest of the Trust. On May 30, 2015, the restructuring agreement was amended to clarify the requirement that the shareholders must approve the conversion feature which is not perfunctory. During the fiscal year ended January 31, 2016, there were 64 Class A units sold and 100 Class C units sold of the Tucson St. Mary’s entity for total proceeds of $640,000 attributable to Class A units sold and $1,000,000 attributable to Class C units sold. On October 14, 2015, the Trust sold its Tucson St. Mary’s hotel to an unrelated third party for approximately $9.7 million, which the Trust received approximately $4.6 million in cash, net. The Trust used $4.7 million of the proceeds to satisfy its mortgage note payable on the property, approximately $379,000 to reduce accruals and payables, and retained the remaining proceeds to fund future operations and capital improvements. The Trust recognized a gain on the sale of property in the amount of approximately $2.4 million for the year ended January 31, 2016. As of January 31, 2017, the Partnership held a 100% ownership interest, or 88.5 Class B units, in the Tucson St. Mary’s entity. |
Property, Plant, and Equipment
Property, Plant, and Equipment and Hotel Properties | 12 Months Ended |
Jan. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment and Hotel Properties | 8. PROPERTY, PLANT, AND EQUIPMENT AND HOTEL PROPERTIES As of January 31, 2017 and 2016, hotel properties consisted of the following: 2017 2016 Land $ 4,438,079 $ 4,438,079 Building and improvements 25,458,137 24,781,738 Furniture, fixtures and equipment 6,521,257 5,317,036 Total hotel properties 36,417,473 34,536,853 Less accumulated depreciation (17,022,739 ) (15,226,820 ) Hotel Properties in Service, net 19,394,734 19,310,033 Construction in progress - 18,000 Hotel properties, net $ 19,394,734 $ 19,328,033 As of January 31, 2017 and 2016, property, plant and equipment consisted of the following: 2017 2016 Land $ 7,005 $ 7,005 Building and improvements 75,662 75,662 Furniture, fixtures and equipment 852,332 645,657 Total property, plant and equipment 934,999 728,324 Less accumulated depreciation (554,868 ) (441,590 ) Property, Plant and Equipment, net $ 380,131 $ 286,734 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Jan. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are carried at historic cost and are expected to be consumed within one year. As of January 31, 2017 and 2016, prepaid expenses and other current assets consisted of the following: 2017 2016 Prepaid Assets $ 48,922 $ 45,838 Tax and Insurance Escrow 58,790 40,639 Deposits 14,805 14,805 Prepaid Insurance 8,130 8,130 Prepaid Workman’s Compensation 43,054 17,903 Miscellaneous Prepaid Expenses 3,953 10 Total Prepaid Expenses and Current Assets $ 177,654 $ 127,325 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jan. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of January 31, 2017 and 2016, accounts payable and accrued expenses consisted of the following: 2017 2016 Accounts Payable $ 1,025,749 $ 1,022,511 Accrued Salaries and Wages 257,259 214,654 Accrued Vacation 32,608 8,515 Income Tax Payable 20,000 239,244 Accrued Interest Payable 52,852 52,852 Advanced Customer Deposits 144,978 128,422 Accrued Property Taxes 190,533 206,467 Accrued Land Lease 98,175 66,334 Sales Tax Payable 163,772 239,244 Accrued Other 177,974 12,147 Total Accounts Payable and Accrued Expenses $ 2,163,900 $ 2,190,390 |
Mortgage Notes Payable
Mortgage Notes Payable | 12 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | 11. MORTGAGE NOTES PAYABLE At January 31, 2017 and 2016, the Trust had mortgage notes payable outstanding with respect to each of the Hotels except the Albuquerque property. The mortgage notes payable have various repayment terms and have scheduled maturity dates ranging from August 2022 to November 2029. Weighted average annual interest rates on the mortgage notes payable for the fiscal years ended January 31, 2017 and 2016 were 4.65% and 4.71%, respectively. The following table summarizes the Trust’s mortgage notes payable, net of debt discounts, as of January 31: 2017 2016 Mortgage note payable, due in monthly installments of $36,835, including interest at Prime + 1.50% with a 4.75% floor per year (4.75% as of January 31, 2016), through August 22, 2024, plus a balloon payment of $3,585,591 in August 2024, secured by the Ontario property with a carrying value of $6.1 million at January 31, 2017. 5,233,046 5,408,942 Mortgage note payable, due in monthly installments of $26,312, including interest at 4.19% per year, through November 18, 2029, secured by the Tucson Oracle property with a carrying value of $6.8 million at January 31, 2017. 3,112,112 3,290,657 Mortgage note payable, due in monthly installments of $32,419, including interest at the prime rate plus one percentage point over the index, with a floor of 5.0% per year (5% per year as of January 31, 2015), through August 1, 2022 plus a balloon payment of $4,112,498 in September 2022, secured by the Yuma property with a carrying value of $5.1 million at January 31, 2017. 4,963,644 5,092,993 Totals: $ 13,308,802 $ 13,792,592 The mortgage note payable secured by the Yuma hotel property is recourse to the Trust as a full guarantor. None of the other mortgage notes are recourse to the Partnership or the Trust. On August 24, 2012, the Yuma entity entered into a $5,500,000 mortgage loan with 1 st On August 22, 2014, the Ontario entity, a subsidiary of the Trust, entered into a $5,700,000 mortgage loan with Arizona Bank & Trust (the “AZB&T Agreement”) to refinance the then existing term debt. The AZB&T Agreement calls for a 10 year maturity date and an interest rate of 4.75% per annum fixed for the first five years and then variable at Wall Street Journal Prime + 1.50% with a 4.75% floor for the remaining 5 years of the term. Prepayment fees exist for refinancing this debt with another lender in the first three years. As of January 31, 2017, the mortgage loan balance was approximately $5,271,000, net of a discount of approximately $38,000. On November 24, 2014, the Tucson Oracle entity entered into a $3,500,000 mortgage loan with Kansas State Bank of Manhattan to acquire the land associated with this property, re-finance the existing Tucson hotel loan first deed of trust and pay off other existing debt. This new loan lowered the interest rate for this property’s mortgage from 8.0% to 4.19% per annum. The $3,500,000 commercial real estate loan has a 15 year term with a 4.19% per annum fixed interest rate for five years, and adjusts annually based upon the Weekly Average Yield of the US Treasury Securities, with a 4.19% floor. The loan closed simultaneous to the land purchase. Rare Earth, the Partnership, the Trust, the Wirth Family Trust dated July 14, 2006 and James and Gail Wirth are joint guarantors. As of January 31, 2017, the mortgage loan balance was approximately $3,119,000, net of a discount of approximately $7,000. See Note 15 – “Minimum Debt Payments” for scheduled minimum payments on the mortgage notes payable. |
Notes Payable to Banks
Notes Payable to Banks | 12 Months Ended |
Jan. 31, 2017 | |
Notes Payable To Banks | |
Notes Payable to Banks | 12. NOTES PAYABLE TO BANKS On September 20, 2016, the Albuquerque entity entered into a $524,160 business loan, including $20,160 of loan fees which are classified as debt discount and amortized to interest expense over the term of the loan using the effective interest rate method, with American Express Bank, FSB (the “Albuquerque Merchant Agreement”) with a maturity date of September 19, 2017. The Albuquerque Merchant Agreement includes a loan fee of 4% of the original principal balance of the loan with acceleration provisions upon default. The business loan is secured and paid back with 14% of the Albuquerque American Express, VISA, MasterCard and Discover merchant receipts received during the loan period. As of January 31, 2017, the business loan balance was approximately $285,000, net of a discount of approximately $10,000. On October 17, 2016, the Yuma entity, a subsidiary of the Trust, entered into a $520,000 business loan, including $20,000 of loan fees which are classified as debt discount and amortized to interest expense over the term of the loan using the effective interest rate method, with American Express Bank, FSB (the “Yuma Merchant Agreement”) with a maturity date of October 16, 2017. The Yuma Merchant Agreement includes a loan fee of 4% of the original principal balance of the loan with acceleration provisions upon default. The business loan is secured and paid back with 22% of the Yuma American Express, VISA, MasterCard and Discover merchant receipts received during the loan period. As of January 31, 2017, the business loan balance was approximately $316,000, net of a discount of approximately $13,000. On December 19, 2016, Tucson Hospitality Properties LLLP, a subsidiary of the Trust, entered into a $438,880 business loan, including $16,880 of loan fees, with American Express Bank, FSB (the “Tucson Oracle Merchant Agreement”) with a maturity date of December 18, 2017. The Tucson Oracle Merchant Agreement included a loan fee of 4% of the original principal balance of the loan with acceleration provisions upon default. The business loan is secured and paid back with 15% of the Tucson Oracle American Express, VISA and MasterCard merchant receipts received during the loan period. As of January 31, 2017, the business loan balance was approximately $393,000, net of a discount of approximately $14,000. On July 7, 2015, the Trust’s revolving bank line of credit agreement, with a credit limit of $600,000, was changed to a four-year non-revolving note payable. The non-revolving note payable has a variable interest rate of Wall Street Journal Prime Rate plus a margin of 1% with a floor rate of 5.5%, maturing on July 3, 2019 and monthly payments of $13,978.08. The line is secured by a junior security interest in the Yuma, Arizona property and the Trust’s trade receivables. As of January 31, 2017, the non-revolving note payable balance was approximately $391,000. On January 8, 2016, in connection with the acquisition of substantially all of the assets of International Vacation Hotels, the Trust entered into a $400,000 business loan with Laurence Holdings Limited, an Ontario, Canada corporation, with a maturity date of February 1, 2019 pursuant to the terms of the Security Agreement and Promissory Note (the “Laurence Holdings Agreement”). The Laurence Holdings Agreement required the funds be used for the purchase of International Vacation Hotels assets. The Laurence Holdings Agreement provides for interest- only payments for the first three months of the term and principal and interest payments for the remaining portion of the loan. The Laurence Holdings Agreement sets an interest rate of 8% per annum with no prepayment penalty. As of January 31, 2017, the business loan balance was approximately $285,000, net of a discount of approximately $5,000. On May 3, 2016, the Trust and Yuma Hospitality Properties Limited Partnership, a subsidiary of the Trust entered into a $350,000 one-year line of credit with RepublicBank AZ, N.A. (the “RepublicBank AZ Agreement”). The Republic Bank AZ agreement includes acceleration provisions upon default. The funds may be used for working capital and is guaranteed by James Wirth, the Trust’s Chairman and CEO, Gail Wirth, the Trust’s Chairman and CEO’s spouse and the Wirth Family Trust Dated July 14, 2006. As of January 31, 2017, the line of credit balance was $350,000. |
Lines of Credit - Related Party
Lines of Credit - Related Party | 12 Months Ended |
Jan. 31, 2017 | |
Lines Of Credit - Related Party | |
Lines of Credit - Related Party | 13. LINES OF CREDIT – RELATED PARTY On January 1, 2012, Tucson Hospitality Properties LLLP, a subsidiary of the Trust, entered into a $1,000,000 Demand/Revolving Line of Credit/Promissory Note or Note Receivable with Rare Earth, depending on whether amounts are due to or due from Rare Earth. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable bore interest at 7.0% per annum, was interest only quarterly and was amended on July 1, 2014 to extend the maturity date to March 31, 2015, and increased the maximum borrowing capacity from $1,000,000 to $1,400,000. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable was further amended on October 27, 2014 to increase the maximum borrowing capacity from $1,400,000 to $2,000,000. As of January 31, 2017, the Demand/Revolving Line of Credit/Promissory Note or Note Receivable has been paid in full and was closed. No prepayment penalty existed on the Demand/Revolving Line of Credit/Promissory Note or Note Receivable. On December 1, 2014, the Trust entered into a $1,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth. The Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on December 31, 2017. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance fluctuates significantly through the period with the highest payable balance being $145,000 during the fiscal year ended January 31, 2017. The Demand/Revolving Line of Credit/Promissory Note has a net maximum borrowing capacity of $1,000,000. Related party interest expense or income for the Demand/Revolving Line of Credit/Promissory Note for the fiscal years ended January 31, 2017 was $28,911 of expense, and for the fiscal year ended January 31, 2016 was $7,618 of expense and $5,761 of income. The above Demand/Revolving Line of Credit/Promissory Notes are presented together as one line item on the balance sheet and totaled a payable of $145,000, and a receivable of $5,761 at January 31, 2017 and 2016, respectively, all of which is considered a current receivable and liability. |
Other Notes Payable
Other Notes Payable | 12 Months Ended |
Jan. 31, 2017 | |
Other Notes Payable Abstract | |
Other Notes Payable | 14. OTHER NOTES PAYABLE As of January 31, 2017 the Trust had approximately $18,000 in promissory notes outstanding to unrelated third parties arising from the repurchase of 13,162 Class A Partnership units in privately negotiated transactions. These promissory notes bear interest at 7% per year and are due in varying monthly payments through June 2019. As of January 31, 2016, the Trust had $54,690 in promissory notes outstanding to unrelated third parties arising from the repurchase of 75,629 Class A Partnership units in privately negotiated transactions and the repurchase of 68,265 Shares of Beneficial Interest in privately negotiated transactions. These promissory notes bear interest at 7% per year and require monthly payments through June 2019. As of January 31, 2016, the Trust had $555,000 consisting of three notes payables to three separate individuals. On June 20, 2016, the Trust and the Partnership together entered into a unsecured loan of $80,000 with Guy C. Hayden III (“Hayden Loan”). The Hayden loan is due on June 20, 2019 or on demand, whichever occurs first. The Hayden loan accrues interest at 7% and interest only payments shall be made monthly and are due on the first of the following month. The Trust and Partnership may pay all of part of these notes without any repayment penalties. On December 5, 2016, the Trust and the Partnership together entered into eight unsecured loans for a total of $425,000 with varying principal amounts ranging from $25,000 to $100,000 with H. W. Hayes Trust (“Hayes Loans”). The Trust and the Partnership together also entered into two unsecured on-demand $25,000 loans for a total of $50,000 with Lita M. Sweitzer (“Sweitzer Loans”). The total principal amount of the Hayes Loans and the Sweitzer Loans is $475,000. The Hayes Loans and the Sweitzer Loans are due on June 20, 2019 or on demand, whichever occurs first. The Hayes Loans requires from a 0-120 day notification of the demand to repay the loans prior to June 20, 2019. Both the Hayes Loans and the Sweitzer Loans accrue interest at 7.0% per year on the unpaid balance and interest only payments shall be made monthly and are due on the first of the following month. The Trust and Partnership may pay all or part of these notes without any repayment penalties. |
Minimum Debt Payments
Minimum Debt Payments | 12 Months Ended |
Jan. 31, 2017 | |
Minimum Debt Payments | |
Minimum Debt Payments | 15. MINIMUM DEBT PAYMENTS Scheduled minimum payments of debt, net of debt discounts, as of January 31, 2017 are as follows in the respective fiscal years indicated: FISCAL YEAR MORTGAGES NOTES PAYABLE TO BANK NOTES PAYABLE - RELATED PARTY LENDING FROM AFFILIATES - RELATED PARTY OTHER NOTES PAYABLE TOTAL 2018 $ 511,483 $ 1,602,687 $ 145,000 $ 379,167 $ 565,737 $ 3,204,074 2019 536,327 276,946 - - 5,106 818,379 2020 562,368 98,013 - - 2,225 662,606 2021 588,066 - - - - 588,066 2022 588,066 - - - - 588,066 Thereafter 10,522,492 - - - - 10,522,492 $ - $ 13,308,802 $ 1,977,646 $ 145,000 $ 379,167 $ 573,068 $ 16,383,683 |
Description of Beneficial Inter
Description of Beneficial Interests | 12 Months Ended |
Jan. 31, 2017 | |
Description Of Beneficial Interests | |
Description of Beneficial Interests | 16. DESCRIPTION OF BENEFICIAL INTERESTS Holders of the Trust’s Shares of Beneficial Interest are entitled to receive dividends when and if declared by the Board of Trustees of the Trust out of funds legally available therefore. The holders of Shares of Beneficial Interest, upon any liquidation, dissolution or winding-down of the Trust, are entitled to share ratably in any assets remaining after payment in full of all liabilities of the Trust. The Shares of Beneficial Interest possess ordinary voting rights, each share entitling the holder thereof to one vote. Holders of Shares of Beneficial Interest do not have cumulative voting rights in the election of Trustees and do not have preemptive rights. On January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 250,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. On September 10, 2002, August 18, 2005 and September 10, 2007, the Board of Trustees approved the purchase of up to 350,000 additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Additionally, on January 5, 2009, September 15, 2009 and January 31, 2010, the Board of Trustees approved the purchase of up to 300,000, 250,000 and 350,000, respectively, additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. 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 Trust’s equity compensation plans/programs. For the years ended January 31, 2017 and 2016, the Trust repurchased 30,227 and 34,602 Shares of Beneficial Interest at an average price of $2.55 and $2.67 per share, respectively. The average price paid includes brokerage commissions. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and NYSE MKT requirements. The Trust remains authorized to repurchase an additional 63,090 Partnership units and/or Shares of Beneficial Interest pursuant to the publicly announced share repurchase program, which has no expiration date. Repurchased Shares of Beneficial Interest are accounted for as treasury stock in the Trust’s Consolidated Statements of Shareholders’ Equity. |
Federal Income Taxes
Federal Income Taxes | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Federal Income Taxes | 17. FEDERAL INCOME TAXES In 2005, the Trust had an ownership change within the meaning of Internal Revenue Code Section 382. However, the Trust determined that such ownership change would not have a material impact on the future use of the net operating losses. The Trust and subsidiaries have federal net operating loss carryforwards of approximately $10.9 million at January 31, 2017, having expiration dates ranging from fiscal years 2019 to 2033. Total and net deferred income tax assets at January 31, 2017 2016 Net operating loss carryforwards $ 4,040,000 $ 2,795,000 Bad debt allowance (18,000 ) (13,000 ) Accrued expenses 84,000 76,000 Syndications 5,179,000 5,128,000 Prepaid insurance 30,000 23,000 Alternative minimum tax credit 91,000 91,000 Total deferred income tax assets 9,406,000 8,100,000 Deferred income tax liability associated with book/tax differences in hotel properties (2,459,000 ) (2,598,000 ) Net deferred income tax asset 6,947,000 5,502,000 Valuation allowance (6,947,000 ) (5,502,000 ) Net deferred income tax asset $ - $ - Income taxes for the year ended January 31, 2017 2016 Current income tax provision (benefit) (227,000 ) 96,000 Deferred income tax provision - - Net income tax provision (benefit) (227,000 ) 96,000 The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2017: Federal statutory rates $ (878,000 ) (34 %) State income taxes (196,000 ) (8 %) Change in valuation allowance 1,445,000 56 % True-ups to prior year return (593,000 ) (23 %) Other (5,000 ) - % Effective rate $ (227,000 ) (9 %) The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2016: Federal statutory rates $ (112,000 ) (34 %) State income taxes (25,000 ) (7 %) Change in valuation allowance 1,270,000 67 % True-ups to prior year return (1,016,000 ) (33 %) Other (21,000 ) 1 % Effective rate $ 96,000 (6 %) The true-ups to prior year return related primarily to the sale of syndication units in the Trust’s subsidiaries which are treated as equity transactions in the Trust’s financial statements but are taxed as capital gain transactions and total $75,000. The Trust’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Trust had no accrued interest or penalties at January 31, 2017 and 2016. |
Other Related Party Transaction
Other Related Party Transactions | 12 Months Ended |
Jan. 31, 2017 | |
Other Related Party Transactions | |
Other Related Party Transactions | 18. OTHER RELATED PARTY TRANSACTIONS As of January 31, 2017 and 2016, Mr. Wirth and his affiliates held 3,407,938 Class B Partnership units, which represented 25.8% of the total outstanding Partnership units. As of January 31, 2017 and 2016, Mr. Wirth and his affiliates held 6,939,429 and 6,175,205, respectively, Shares of Beneficial Interest in the Trust, which represented 71.93% and 70.24%, respectively, of the total issued and outstanding Shares of Beneficial Interest. As of January 31, 2017 and 2016, the Trust owned 72.11% of the Partnership. As of January 31, 2017, the Partnership owned a 51.01% interest in the InnSuites® hotel located in Tucson, Arizona and a 51.48% interest in an InnSuites® hotel located in Ontario, California. The Trust also owned a direct 50.27% interest in one InnSuites® hotel located in Yuma, Arizona and owned a direct 50.91% interest in one InnSuites® hotel located in Albuquerque, New Mexico. The Trust directly manages the Hotels through the Trust’s wholly-owned subsidiary, InnSuites Hotels Inc. Under the management agreements, InnSuites Hotels Inc. manages the daily operations of the Hotels and the two hotels owned by affiliates of Mr. Wirth. Revenues and reimbursements among the Trust, InnSuites Hotels Inc. and the Partnership have been eliminated in consolidation. The management fees for the Hotels and the two hotels owned by affiliates of Mr. Wirth are set at 3.0% of room revenue and a monthly accounting fee of $2,000 per hotel. As of May 1, 2016, management fees increased to 5.0% of room revenues. These agreements have no expiration date and may be cancelled by either party with 90-days written notice or 30-days written notice in the event the property changes ownership. On October 7, 2015, pursuant to a Securities Purchase Agreement, the Trust issued 440,000 Shares of Beneficial Interest of the Trust, at a purchase price of $2.50 per Share, for gross aggregate proceeds of $1,100,000 to the Trust. Rare Earth Financial, LLC (“Rare Earth”), whose managing member is James F. Wirth, the Chairman and Chief Executive Officer of the Trust, purchased 200,000 of the 440,000 Shares of Beneficial Interest of the Trust on the same terms and conditions as the other purchasers. Rare Earth is wholly owned by Mr. Wirth and his family members, including Pamela Barnhill, Vice Chairperson and President of the Trust. The transaction was approved by the Board of Trustees and the Audit Committee of the Trust. The issuance of the Shares of Beneficial Interest by the Trust was made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2). On November 30, 2015, pursuant to a Securities Purchase Agreement, the Trust issued 704,225 Shares of Beneficial Interest to Rare Earth at a purchase price of $2.13 per share, for proceeds of $1,499,999.25 to the Trust. The transaction was approved by the Board of Trustees and the Audit Committee of the Trust. The issuance of the Shares of Beneficial Interest by the Trust to Rare Earth was made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2). On December 22, 2015, pursuant to a Securities Purchase Agreement, the Trust issued 21,929 Shares of Beneficial Interest to Rare Earth at a purchase price of $2.28 per share, for proceeds of $49,998.12 to the Trust. The transaction was approved by the Board of Trustees and the Audit Committee of the Trust. The issuance of the Shares of Beneficial Interest by the Trust to Rare Earth was made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2). On January 28, 2016, pursuant to a Securities Purchase Agreement, the Trust issued 60,000 Shares of Benefitic Interest to Rare Earth at a purchase price of $2,50 per share, for proceeds of $ 150,000 to the Trust. The transaction was approved by the Board of Trustees and the Audit Committee of the Turst. The issuance of the Shares of Beneficial Interest by the Trust to Rare Earth was made in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2). On July 23, 2013, the Trust entered into a Corporate Card Agreement (“Corporate Purchase Cards”) with American Express Travel Related Services Company, Inc. The Corporate Card Agreement distributed a total of nine purchase cards - one to each of the four respective Hotels, one to the Trust, and one to each of the two respective hotels owned by affiliates of James F. Wirth. The Corporate Purchase Cards, with a total limit of $50,000, includes insignificant annual fees and $0 of interest per annum. Payments are due monthly. The Corporate Card Agreement may be cancelled by either party with 30-days written notice. Pamela J. Barnhill, the Trust’s President and Vice Chairperson and daughter of Mr. Wirth, initiated the nine purchase cards. As of January 31, 2017 and 2016, the Trust’s portion of the Corporate Purchase Cards balance was approximately $115,000 and $86,000, respectively. As of January 31, 2017 and 2016, the Trust paid Berg Investment Advisors $0 and $3,000, respectively, for additional consultative services rendered by Mr. Marc Berg, the Trust’s Executive Vice President. On September 25, 2013, the Trust entered into a revenue sharing agreement with Independent Lodging Industry Association (“ILIA”). In 2014, the Trust President, Ms. Pamela Barnhill, became President of ILIA. The revenue sharing agreement states that of the 10% IBC fees collected from ILIA hotels, 3% will be remitted back to ILIA from February, 2015 through June, 2015, 2% will be remitted back to ILIA from July, 2015 through December, 2015, and 1% will be remitted back to ILIA from January, 2016 through June, 2016. As of January 31, 2017 and 2016 no fees have been remitted or accrued related to the ILIA revenue sharing agreement. Besides Pamela Barnhill, Vice Chairperson and President of the Trust and daughter of Mr. Wirth, the Trust’s Chairman and Chief Executive Officer, the Trust also employs two other immediate family members of Mr. Wirth who provide technology and administrative support services to the Trust with each receiving a $47,500 yearly salary. As of January 31, 2016, Rare Earth received a restructuring fee of $350,000, conditioned upon and arising from the sale of the first 150 units in the Yuma entity following the October 24, 2014 restructuring (see Note 6). InnSuites Hotels has entered into membership agreements with Best Western for four of the hotel properties. In exchange for use of the Best Western name, trademark and reservation system, all Hotels pay fees to Best Western based on reservations received through the use of the Best Western reservation system and the number of available suites at the Hotels. The agreements with Best Western have no specific expiration terms and may be cancelled by either party. Best Western requires that the hotels meet certain requirements for room quality, and the Hotels are subject to removal from its reservation system if these requirements are not met. The Hotels with third-party membership agreements received significant reservations through the Best Western reservation system. Under these arrangements, fees paid for membership fees and reservations were approximately $575,000 and $483,000 for fiscal years ended January 31, 2017 and 2016, respectively. On December 22, 2015, the Trust provided Advances to Affiliate – Related Party each in the amount of $500,000 to Phoenix Northern Resort, LLC and Tempe/Phoenix Airport Resort LLC. Mr. Wirth, individually and thru one of his affiliates owns approximately 32% and 42%, respectively, of Phoenix Northern Resort, LLC and Tempe/Phoenix Airport Resort LLC. Both notes have a due date of June 30, 2017 and accrue interest of 7.0%. During the fiscal year ended January 31, 2016, the Trust received $3,696 and $3,489 interest income from Phoenix Northern Resort, LLC and Tempe/Phoenix Airport Resort LLC, respectively. As of January 31, 2017, the Lending from Affiliate – Related Party balance was $19,483 and $359,684 from Phoenix Northern Resort, LLC and Tempe/Phoenix Airport Resort LLC, respectively. As of January 31, 2016, the Advances to Affiliate – Related Party receivable balance was $473,696 and $498,488 from Phoenix Northern Resort, LLC and Tempe/Phoenix Airport Resort, LLC, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 19. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the estimated fair values of the Trust’s debt instruments and the associated carrying value recognized in the accompanying consolidated balance sheets at January 31, 2017 and 2016: 2017 2016 Carrying Amount Fair Value Carrying Amount Fair Value Mortgage notes payable $ 13,367,706 $ 13,473,018 $ 13,792,592 $ 13,909,744 Notes payable to banks $ 2,019,758 $ 2,019,758 $ 932,289 $ 932,289 Other notes payable $ 18,069 $ 18,195 $ 54,691 $ 60,963 |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Jan. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | 20. SUPPLEMENTAL CASH FLOW DISCLOSURES 2017 2016 Cash paid for interest $ 743,932 $ 906,340 Cash paid for income taxes $ - $ 57,719 Purchase of IVH with issuance of shares of beneficial interest $ - $ 200,000 Payment of mortgage directly from proceeds from sale of the Tucson St. Mary's Property $ - $ 4,712,611 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. COMMITMENTS AND CONTINGENCIES Leases: The Albuquerque Hotel is subject to non-cancelable ground lease. The Albuquerque Hotel non-cancelable ground lease was extended on January 14, 2014 and expires in 2058. Total expense associated with the non-cancelable ground lease for the fiscal years ended January 31, 2017 and 2016 was $147,587 and $137,716, respectively During 2010, the Trust entered into a five-year office lease for its corporate headquarters. On April 30, 2014, the lease was extended for 36 months and expires in 2017 and has been extended on a month-to-month basis. The Trust recorded $30,271 and $29,206 of general and administrative expense related to the lease during fiscal years 2017 and 2016, respectively. The lease included a base rent charge of $31,994 for the first lease year beginning in fiscal year 2014, with annual increases to a final year base rent of $34,120 for lease year ending in fiscal year 2017. The Trust has the option to cancel the lease after each lease year for penalties of four months’ rent after the first year with the penalty decreasing by one month’s rent each successive lease year. It is the Trust’s intention to remain in the office for the duration of the lease period, as extended. Future minimum lease payments under these non-cancelable ground lease and office lease are as follows: Fiscal Year Ending 2018 128,000 2019 114,000 2020 114,000 2021 114,000 2022 114,000 Thereafter 5,473,000 Total $ 6,057,000 Restricted Cash: The Trust is obligated under a loan agreement relating to the Tucson Oracle property to deposit 4% of the individual hotel’s room revenue into an escrow account to be used for capital expenditures. The escrow funds applicable to the Tucson Oracle property for which a mortgage lender escrow exists is reported on the Trust’s Consolidated Balance Sheet as “Restricted Cash.” Since a $0 cash balance existed in Restricted Cash for the fiscal years 2017 and 2016, Restricted Cash line was omitted on the Trust’s Consolidated Balance Sheet. Membership Agreements: InnSuites Hotels has entered into membership agreements with Best Western International, Inc. (“Best Western”) for four of the hotel properties. In exchange for use of the Best Western name, trademark and reservation system, all Hotels pay fees to Best Western based on reservations received through the use of the Best Western reservation system and the number of available suites at the Hotels. The agreements with Best Western have no specific expiration terms and may be cancelled by either party. Best Western requires that the hotels meet certain requirements for room quality, and the Hotels are subject to removal from its reservation system if these requirements are not met. The Hotels with third-party membership agreements received significant reservations through the Best Western reservation system. Under these arrangements, fees paid for membership fees and reservations were approximately $575,000 and $483,000 for fiscal years ended January 31, 2017 and 2016, respectively. The nature of the operations of the Hotels exposes them to risks of claims and litigation in the normal course of their business. Although the outcome of these matters cannot be determined and is covered by insurance, management does not expect that the ultimate resolution of these matters will have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Trust. Litigation: The Trust is involved from time to time in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Trust’s consolidated financial position, results of operations or liquidity. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Share-Based Payments | 22. SHARE-BASED PAYMENTS During fiscal year 1999, the shareholders of the Trust adopted the 1997 Stock Incentive and Option Plan (the “Plan”). Pursuant to the Plan, the Compensation Committee may grant options to the Trustees, officers, other key employees, consultants, advisors and similar employees of the Trust and certain of its subsidiaries and affiliates. The number of options that may be granted in a year is limited to 10% of the total Shares of Beneficial Interest and Partnership units in the Partnership (Class A and Class B) outstanding as of the first day of such year. Cash and Equity Bonuses Fiscal 2017– Short-Term Cash and Equity Bonus Program To provide incentive to get hotel operations off to a strong start for the then-current fiscal year starting February 1, 2016, on February 22, 2016, the Committee adopted an incentive bonus program for the Executives based on the targeted gross operating profit of approximately $402,000 and approximately $395,000 ( i.e., Executive Officer Cash Equity Pamela J. Barnhill $ 10,000 10,000 Shares of Beneficial Interest Marc E. Berg $ 2,500 2,500 Shares of Beneficial Interest Adam B. Remis $ 5,000 5,000 Shares of Beneficial Interest In February 2016 and March 2016, the Target GOP were achieved and each of the Executives received the cash and equity bonuses listed above. Fiscal 2017– Full Year Cash and Equity Bonus Program On February 22, 2016, the Committee adopted an incentive bonus program for the Executives for the fiscal year ended January 31, 2017 (the “2017 Fiscal Year Bonus Program”). Under the 2017 Fiscal Year Bonus Program, an Executive were to be entitled to receive a bonus consisting of cash and Shares of Beneficial Interest of the Trust up to the maximum amount set forth below upon the achievement by the Executive of performance-based objectives, which included revenue, gross operating profit and strategy for the hotel and IBC/IVH divisions and/or at the discretion of the Committee. Executive Officer Cash Equity Pamela J. Barnhill $ 25,000 10,000 Shares of Beneficial Interest Marc E. Berg $ 5,000 2,500 Shares of Beneficial Interest Adam B. Remis $ 10,000 5,000 Shares of Beneficial Interest Fiscal 2017– Payouts Under Short-Term and Full Year Cash and Equity Bonus Programs On January 24, 2017, the Compensation Committee exercised negative discretion, based on the Trust’s financial condition and its limited cash flow in fiscal 2017, and the Compensation Committee and the Board of Trustees approved the following payouts for the Executives based on the performance of the Trust and the Executives. The payouts were accrued as of January 31, 2017 and paid to the Executives in February 2017. Executive Cash Equity Pamela J. Barnhill $ 5,000 3,000 Shares of Beneficial Interest Marc E. Berg $ 1,000 750 Shares of Beneficial Interest Adam B. Remis $ 2,000 1,500 Shares of Beneficial Interest Generally, granted options expire 10 years from the date of grant, are exercisable during the optionee’s lifetime only by the recipient and are non-transferable. Unexercised options held by employees of the Trust generally terminate on the date the individual ceases to be an employee of the Trust. There were no options granted in fiscal year 2017 or 2016, and no options were outstanding as of January 31, 2017 and 2016. The Plan currently has 1,000,000 options available to grant. See Note 26 for additional information on stock options. The Plan also permits the Trust to award stock appreciation rights, none of which, as of January 31, 2017, have been issued. See Note 2 – “Summary of Significant Accounting Policies” for information related to grants of restricted shares under “Stock-Based Compensation.” |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 23. SEGMENT REPORTING The Trust determined its reportable segments are the Hotel Operations and IBC Developments segments. Reportable segments are determined based on discrete financial information reviewed by the Trust’s CODM. The Trust organizes and reviews operations based on products and services, and currently there are no operating segments that are aggregated. The Trust performs an annual analysis of its reportable segments. Information relative to the Trust’s reportable segments is as follows: BALANCE SHEET JANUARY 31, 2017 Hotel Operations & Corporate Overhead IBC Developments Total Total Assets $ 20,708,359 $ 1,464,473 $ 22,172,832 Total Liabilities 15,280,624 3,266,959 18,547,583 Fixed Assets, Net 19,552,396 222,469 19,774,865 STATEMENT OF OPERATIONS TWELVE MONTHS ENDED JANUARY 31, 2017 CONTINUING OPERATIONS Hotel Operations & Corporate Overhead IBC Developments Total Total Revenue $ 12,548,903 $ 666,730 $ 13,215,633 Loss From Operations (925,564 ) (1,162,946 ) (2,088,510 ) BALANCE SHEET JANUARY 31, 2016 Hotel Operations & Corporate Overhead IBC Developments Total Total Assets $ 22,728,621 $ 1,212,068 $ 23,940,689 Total Liabilities 15,145,321 1,824,639 16,969,960 Fixed Assets, Net 19,479,148 135,619 19,614,767 STATEMENT OF OPERATIONS TWELVE MONTHS ENDED JANUARY 31, 2016 CONTINUING OPERATIONS Hotel Operations & Corporate Overhead IBC Developments Total Total Revenue $ 11,413,992 $ 202,775 $ 11,616,767 Loss From Operations (391,770 ) (286,534 ) (678,304 ) |
Sale of Tucson Saint Mary's Sui
Sale of Tucson Saint Mary's Suite Hospitality Property | 12 Months Ended |
Jan. 31, 2017 | |
Sale Of Tucson Saint Marys Suite Hospitality Property | |
Sale of Tucson Saint Mary's Suite Hospitality Property | 24. SALE OF TUCSON SAINT MARY’S SUITE HOSPITALITY PROPERTY On October 14, 2015, the Trust sold its Tucson St. Mary’s hotel to an unrelated third party for approximately $9.7 million, which the Trust received approximately $4.6 million in cash. The Trust used $4.7 million of the proceeds to satisfy its mortgage note payable on the property, approximately $379,000 to reduce accruals and payables, and retained the remaining proceeds to fund future operations and capital improvements. The Trust recognized a gain on sale of property in the amount of approximately $2.4 million for the year ended January 31, 2016. For the twelve months ended January 31, 2016, Tucson St. Mary’s had approximately $2,855,000 of revenue, and approximately $3,376,000 of operating expenses. As of January 31, 2016, Tucson St. Mary’s had approximately $14,648 of current assets consisting primarily of cash and receivables, and approximately $27,000 of current liabilities consisting of accounts payables and accrued expenses. During the twelve months ended January 31, 2016, and January 31, 2015, depreciation/amortization and capital expenses were approximately $233,000 and $341,000, respectively. In addition, there were no significant non-cash operating and investing activities during such period. See our Note 7 – “Sale of Ownership Interests in Tucson St Mary’s Suite Hospitality” for information about investing activities during the year ended January 31, 2016 for the Tucson St Mary’s hotel. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 25. DISCONTINUED OPERATIONS The Trust has recognized the sale of the Tucson St. Mary’s hotel as discontinued operations. After the sale of this asset, the Trust incurred some additional minor expenses which are presented below. Discontinued operations for the fiscal years ended January 31, 2017 and 2016 primarily consists of the Tucson St. Mary’s hotel operational revenues and expenses and does not include the sale proceeds and profit from the sale of our Tucson St. Mary’s hotel. Historical results of the Tucson St. Mary’s hotel has been adjusted for comparability purposes and exclude any corporate general and administrative expenses. On August 1, 2015, the Trust finalized and committed to a plan to sell all the Hotel properties. As of May 1, 2016, the Trust has listed all the Hotel properties with a local real estate hotel broker, and management believes that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. The Trust believes that the plan to sell these assets will not be withdrawn. Through the Trust’s Form 10-Q for the quarter ended July 31, 2016 filed with the SEC on September 14, 2016, the Trust classified all the Hotel properties as Assets Held for Sale. As of October 31, 2016, the Trust has decided to reclassify these assets back into operations as many of these assets have been marketed for sale for more than one year. At this time, the Trust is unable to predict when, and if, any of these Hotel properties will be sold and the Trust no longer deems a sale to be probable. The Trust continues to list these properties with local real estate hotel brokers and, we believe, that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. There have been no other material changes to our basis of presentation since October 31, 2016. The following financial information presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations for the fiscal years ended January 31, 2017 and January 31, 2016 as well as the consolidated statements of operations for the fiscal years ended January 31, 2017 and January 31, 2016. DISCONTINUED OPERATIONS JANUARY 31, 2017 JANUARY 31, 2016 ASSETS Current Assets: Cash and Cash Equivalents $ - $ 2,153 Accounts Receivable - 12,495 Total Current Assets of Discontinued Operations - 14,648 TOTAL ASSETS OF DISCONTINUED OPERATIONS $ - $ 14,648 LIABILITIES LIABILITIES Current Liabilities: Accounts Payable and Accrued Expenses $ - $ 27,246 Total Current Liabilities of Discontinued Operations - 27,246 TOTAL LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 27,246 DISCONTINUED OPERATIONS YEARS ENDED JANUARY 31, 2017 2016 REVENUE Room $ - $ 2,172,153 Food and Beverage - 658,881 Other - 23,611 TOTAL REVENUE - 2,854,645 OPERATING EXPENSES Room - 977,299 Food and Beverage - 545,575 Telecommunications - 1,947 General and Administrative 36,028 288,274 Sales and Marketing - 158,594 Repairs and Maintenance - 246,591 Hospitality - 182,872 Utilities - 438,164 Hotel Property Depreciation - 232,661 Real Estate and Personal Property Taxes, Insurance and Ground Rent - 159,284 Other - 6,528 TOTAL OPERATING EXPENSES 36,028 3,237,789 OPERATING LOSS (36,028 ) (383,144 ) Interest on Mortgage Notes Payable - 106,119 Interest on Notes Payable to Banks - 32,105 TOTAL INTEREST EXPENSE - 138,224 CONSOLIDATED NET LOSS BEFORE DISCONTINUED OPERATIONS, NET OF NON-CONTROLLING INTEREST $ (36,028 ) $ (521,368 ) YEARS ENDED JANUARY 31, 2017 2016 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE $ (2,153 ) $ 2,174,626 NET CASH USED IN INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE $ - $ (3,422,911 ) |
Stock Options
Stock Options | 12 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | 26. STOCK OPTIONS Effective February 5, 2015, the Board of Trustees of the Trust adopted the 2015 Equity Incentive Plan (“2015 Plan”), subject to shareholder approval, under which up to 1,600,000 Shares of Beneficial Interest of the Trust are authorized to be issued pursuant to grant of stock options, stock appreciation rights, restricted shares, restricted share units or other awards. The purpose of the 2015 Plan and the awards described below is to promote the interests of the Trust and its shareholders by providing certain employees and members of the Board of Trustees, who are largely responsible for the management and growth of the subsidiary of the Trust, IBC Hotels, LLC, with incentives and rewards to encourage them to continue in the service of the Trust. The Board of Trustees of the Trust approved a Nonqualified Stock Option Agreement (“2015 Plan Agreement”) to be used for all stock option awards. The 2015 Plan Agreement provides the grantee a four-year option to purchase a set number of Shares of Beneficial Interest of the Trust at an exercise price of $3.50 per share, exercisable to the extent the stock options vest and GAAP pre-tax profits of IBC Hotels, LLC are greater than or equal to the performance objectives described in the 2015 Plan agreement. For purposes of the 2015 Plan Agreement, a “Tranche” is the number of Shares for which the Stock Option has vested on a particular vesting date. The 2015 Plan Agreement has the following vesting schedule: Tranche Shares for which the Stock Option is Vested Vesting Date A 1/3 5/17/2016 B 1/3 2nd anniversary of the Date of Grant C 1/3 3rd anniversary of the Date of Grant Stock options will become immediately vested in full if, prior to a vesting date (i) the grantee ceases to be employed by the Trust or its subsidiaries by reason of death or disability or (ii) a change of control occurs while the grantee is employed by the Trust or any of its subsidiaries. Vested tranches become exercisable as set forth below to the extent that the GAAP pre-tax profit of IBC Hotels LLC is greater than or equal to the performance objective for the applicable performance period, as described below. Performance Period Performance Objective Exercisable ( Fiscal Year Ending ( GAAP pre-tax profit of IBC Hotels LLC Tranche(s) 1/31/2016 $ 60,000 A 1/31/2017 $ 200,000 A and B 1/31/2018 $ 400,000 A, B, and C On February 5, 2015, the Board of Trustees of the Trust granted to Pamela Barnhill, President, Vice Chairperson of the Board of Trustees and Chief Operating Officer of the Trust and IBC Hotels Founder and President, pursuant to the 2015 Plan and 2015 Plan Agreement, an option to purchase of 1,000,000 Shares of Beneficial Interest of the Trust. On April 24, 2015, the Board of Trustees of the Trust granted to James Wirth, Chairman of the Board of Trustees and Chief Executive Officer of the Trust, Marc Berg, Executive Vice President and Trustee and Adam Remis, Chief Financial Officer of the Trust, pursuant to the Trust’s 2015 Plan and 2015 Plan Agreement, each an option of the Trust to purchase 60,000 Shares of Beneficial Interest of the Trust. On April 24, 2015, the Board of Trustees of the Trust also granted to each of our Trustees who are expected to continue to serve on the Board of Trustees through the vesting period, an option to purchase 10,000 Shares of Beneficial Interest of the Trust and also granted to key operational staff options to purchase Shares of Beneficial Interest. The number of options granted to each key operational staff was based on InnSuites employment history and their direct IBC Hotels involvement. A total of 1,434,500 stock options were granted during the first quarter of fiscal year 2016 subject to shareholder approval which has not occurred yet and may not occur depending upon management evaluation of the accounting and legal implications of the 2015 Plan. Consistent with ASC 718-10-55-10, compensation cost associated with issuance of these options has not been recognized and are not considered outstanding as shareholder approval is not perfunctory . On April 24, 2015, pursuant to the 2015 Plan (which has since been terminated), the Board of Trustees granted to each of our [non-employee] Trustees who were expected to continue to serve on the Board of Trustees through the vesting period (that is, all Trustees listed in the table above other than Mr. Pelegrin), options to purchase 10,000 Shares of Beneficial Interest of the Trust. Vesting terms depended upon successful completion of performance goals over a three-year period. The options were subject to shareholder approval of the 2015 Plan. The Trustee Compensation Table does not include these options. As described above, our Trustees did not actually receive any shares pursuant to these stock option grants, as we determined that the cost of the stock options would have been too high to the Trust due to required accounting charges, and our Compensation Committee rescinded the grants (without any consideration to our Trustees) in fiscal year 2017. The aggregate grant date fair value of these options was not computed in accordance with FASB ASC Topic 718 for the purposes of the Trustee Compensation Table due to unreasonable efforts and expense. Consistent with ASC 718-10-55-10, compensation cost associated with issuance of these options has not been recognized as shareholder approval is not perfunctory. The Option Awards were issued to a few Trust employees and were valued as $0 as each award required shareholder approval. After issuance, the shareholder approval was deemed not perfunctory and each of the Trust employees rescinded their awards and therefore Option Award amounts are not included in the Trustee Compensation table listed above. The Board of Trustees of the Trust has decided to terminate the 2015 Plan. Management believes that a new plan needs to be created to act as a financial incentive to the Trusts employees. Effective October 31, 2016, it has been determined that the Shareholders will not approve the 2015 Plan and the proposed grants have been rescinded. |
Acquisition of International Va
Acquisition of International Vacation Hotels | 12 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of International Vacation Hotels | 27. ACQUISITION OF INTERNATIONAL VACATION HOTELS On January 8, 2016 (the “Closing Date”), the Trust and IBC Hotels purchased the tangible and intangible assets excluding cash, receivables, prepaid booking/expenses, accrued expenses, and an automobile from Vacation Technologies International, Inc., a Texas Corporation, dba International Vacation Hotels (“International Vacation Hotels”). Assets purchased primarily consist of hotel revenue booking contracts, websites and other key business intangible assets. Under the terms of the Asset Purchase Agreement, at the Closing Date, the Trust paid total of $1.0 million of consideration to the seller consisting of $800,000 cash and $200,000 of the Trust’s Shares of Beneficial Interest based on the average closing price of such securities on the NYSE MKT for the 30 calendar days immediately preceding the closing date of January 8, 2016, which resulted in the issuance of 89,127 of the Trust’s Shares of Beneficial Interest. On January 8, 2016, the Trust entered into a $400,000 business loan with Laurence Holdings Limited, an Ontario, Canada Corporation, with a maturity date of February 1, 2019, pursuant to the terms of the Security Agreement and Promissory Note (“Agreement”). The agreement requires the funds be used for the purchase of International Vacation Hotels’ assets. The agreement provides interest only payments for the first 3 months of the term and principal and interest payments for the remaining portion of the loan. The agreement sets an interest rate of 8% per annum with no prepayment penalty. The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The preliminary fair values of acquired intangible assets were determined using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The transaction has been accounted for as a business combination under the acquisition method of accounting. Tangible assets acquired were considered worthless and therefore were not separately valued. Accordingly, the identifiable intangible assets acquired have been recorded at fair value, with the remaining purchase price recorded as goodwill. The fair values of assets acquired at the transaction date are summarized below: Marketing Related Intangibles $ 100,000 Customer Base 400,000 Total identifiable intangible assets 500,000 Goodwill 500,000 Total acquired assets $ 1,000,000 Expected and future amortization expenses is approximately $67,000 for the next five fiscal years. International Vacation Hotels provides hotel technology services to 600 + independent hotel properties worldwide primarily in Africa, Caribbean and Asia markets. Most of the value in International Vacation Hotels is included in the exclusive long-term automatic renewed contracts. This business relationship is contractual in nature and meets the separability criterion and as a result is considered an identifiable intangible asset recognized separately from goodwill. The value of the business relationship is included in goodwill under US GAAP. Goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible assets acquired and liabilities assumed. The acquired goodwill presented in the above table reflects the estimated goodwill from the preliminary purchase price allocation. The establishment of the fair value of the consideration for a merger, and the allocation to identifiable intangible assets, requires the extensive use of accounting estimates and management judgment. The fair values assigned to the assets acquired assumed were based on estimates and assumptions. Supplemental Pro Forma Information for Acquisition of International Vacation Hotels (unaudited) The following unaudited supplemental pro forma information for the year ended January 31, 2016, assumes the acquisition of International Vacation Hotels had occurred as of February 1, 2016 and 2015, giving effect to purchase accounting adjustments such as amortization of intangible assets. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had International Vacation Hotels been operated as part of the Trust since February 1, 2016 and 2015. Year Ended January 31, 2016 As Reported Pro Forma (unaudited) Revenues $ 11,616,767 $ 12,616,499 Consolidated Net Loss $ 339,440 $ 468,513 LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST $ (92,676 ) $ (92,676 ) NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS $ 432,116 $ 432,116 NET LOSS PER SHARE FROM CONTINUING OPERATIONS – BASIC $ (0.18 ) $ (0.18 ) NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS – BASIC $ 0.22 $ 0.22 NET LOSS PER SHARE PER SHARE TOTAL - BASIC $ 0.04 $ 0.04 NET LOSS PER SHARE FROM CONTINUING OPERATIONS – DILUTED $ (0.12 ) $ (0.12 ) NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS – DILUTED $ 0.15 $ 0.15 NET LOSS PER SHARE PER SHARE TOTAL - DILUTED $ 0.03 $ 0.03 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC 8,269,827 8,269,827 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED 11,953,896 11,953,896 Intangible Assets Amortizable intangible assets consist of the following: January 31, 2017 Amount Accumulated Amortization Net Amount Useful Lives (years) Marketing Related Intangibles $ 100,000 $ 10,000 $ 90,000 10 Customer Base 400,000 57,000 343,000 7 Total: $ 500,000 $ 67,000 $ 433,000 Thes Trust recorded amortization expense of $67,000 for the year ended January 31, 2017. Goodwill There were no changes in the carrying value of the Trust’s goodwill for the year ended January 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. SUBSEQUENT EVENTS On February 15, 2017, the Trust and Partnership entered into a restructuring agreement included in Exhibit 10.1 of the SEC Form 8-K Current Event filed on February 21, 2017 with Rare Earth to allow for the sale of non-controlling partnership units in Yuma Hospitality Properties LP (“Yuma”) for $10,000 per unit, which operates the Yuma InnSuites Best Western Hotel & Suites hotel property, a 166 unit hotel in Yuma, Arizona (the “Property”). Rare Earth and IHT are restructuring the Yuma Partnership Interest from General Partner majority-owned to accredited investor majority-owned. Total interests outstanding will remain unchanged at 800 with Class A, Class B and Class C Limited Liability Limited Partnership Interests (referred to collectively as “Interests”) restructured with the Yuma Partnership purchasing 300 existing IHT Class B Interests and reissuing 300 Class A units to accredited investors as Class A Interests causing Yuma to offer and sell up to approximately 300 Class A (2017 series) Interests. Rare Earth, as a General Partner of Yuma, will coordinate the offering and sale of Class A Interests to qualified third parties. Rare Earth and other Rare Earth 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. From February 1, 2017 – April 25, 2017, the Trust has sold approximately $1,470,000 of non-controlling partnership units in Yuma. As of the filing of this Annual Report on Form 10-K, no shares were issued related to the sale of these units. On February 28, 2017, the Trust entered into a Securities Purchase Agreement (the “Agreement”) for the sale of 111,111 Shares of Beneficial Interest of the Trust, at a purchase price of $1.80 per Share, for the aggregate proceeds of $200,000 to the Trust. Pursuant to the Agreement, Rare Earth, whose managing member is James F. Wirth, the Chairman and Chief Executive Officer of the Trust, purchased 55,556 Shares of Beneficial Interest of the Trust and a Charles E Strickland purchase the remaining 55,555 Shares of Beneficial Interest. Rare Earth is wholly owned by Mr. Wirth and his family members, including Pamela Barnhill, Vice Chairperson and President of the Trust. On February 28, 2017, the closing price of Shares of Beneficial Interest of the Trust on the NYSE MKT was $1.80 per Share. The Trust’s Board and Audit Committee of the Trust approved this offering as part of the Trust’s NYSE Equity Enhancement Plan. As of the filing of this Annual Report on Form 10-K, no shares were issued related to the sale of these units. We have evaluated subsequent events through the filing date of this Form 10-K and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto, other than as disclosed above. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Trust’s operations are affected by numerous factors, including the economy, competition in the hotel industry and the effect of the economy on the travel and hospitality industries. The Trust cannot predict if any of the above items will have a significant impact in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Trust’s operations and cash flows. Significant estimates and assumptions made by management include, but are not limited to, the estimated useful lives of long-lived assets and estimates of future cash flows used to test a long-lived asset for recoverability and the fair values of the long-lived assets. |
Property, Plant and Equipment and Hotel Properties | PROPERTY, PLANT AND EQUIPMENT AND HOTEL PROPERTIES Furniture, fixtures, building improvements and hotel properties are stated at cost and are depreciated using the straight-line method over estimated lives ranging up to 40 years for buildings and 3 to 10 years for furniture and equipment. Management applies guidance ASC 360-10-35, to determine when it is required to test an asset for recoverability of its carrying value and whether an impairment exists. Under ASC 360-10-35, the Trust is required to test a long-lived asset for impairment when there is an indicator of impairment. Impairment indicators may include, but are not limited to, a drop in the performance of a long-lived asset, a decline in the hospitality industry or a decline in the economy. If an indicator of potential impairment is present, then an assessment is performed of whether the carrying amount of an asset exceeds its estimated undiscounted future cash flows over its estimated remaining life. If the estimated undiscounted future cash flows over the asset’s estimated remaining life are greater than the asset’s carrying value, no impairment is recognized; however, if the carrying value of the asset exceeds the estimated undiscounted future cash flows, then the Trust would recognize an impairment expense to the extent the asset’s carrying value exceeds its fair value, if any. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are analyzed on a property-specific basis independent of the cash flows of other groups of assets. Evaluation of future cash flows is based on historical experience and other factors, including certain economic conditions and committed future bookings. Management has determined that no impairment of long-lived assets existed during the Trust’s fiscal years ended January 31, 2017 and 2016. |
Intangible Assets | INTANGIBLE ASSETS Intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives, which range from 7 to 10 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. |
Business Combinations | BUSINESS COMBINATIONS We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The final purchase price may be adjusted up to one year from the date of the acquisition. Identifying the fair value of the tangible and intangible assets and liabilities requires the use of estimates by management and was based upon currently available data. The Trust allocates the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. Such goodwill is not deductible for tax purposes and represents the value placed on entering new markets and expanding market share (see Note 27). Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, included changes from events after the acquisition date, such as changes in our estimate of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated statements of operations, financial position and cash flows in the period of the change in the estimate. |
Goodwill | GOODWILL The Trust tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Trust determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Trust must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgements in the future and require an adjustment to the recorded balances. The goodwill was recorded as part of the acquisition of International Vacation Hotels that occurred on January 8, 2016 (see Note 27) and no impairment existed as of January 31, 2017. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Trust considers all highly liquid short-term investments with maturities of three months or less at the time of purchase to be cash equivalents. The Trust believes it places its cash and cash equivalents only with high credit quality financial institutions, although these balances may periodically exceed federally insured limits. |
Revenue Recognition | REVENUE RECOGNITION Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” summarizes the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 104 establishes the SEC’s view that it is not appropriate to recognize revenue until all of the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Further, SAB No. 104 requires that both title and the risks and rewards of ownership be transferred to the buyer before revenue can be recognized. We believe that our revenue recognition policies as described below are in compliance with SAB No. 104. Revenues are primarily derived from the following sources and are recognized as services are rendered and when collectability is reasonably assured. Amounts received in advance of revenue recognition are considered deferred liabilities. 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. Management and trademark fees from hotels include a monthly accounting fee and a percentage of hotel room revenues for managing the daily operations of the Hotels and the two hotels owned by affiliates of Mr. Wirth. In February 2017, one of the two hotels owned by affiliates of Mr. Wirth was sold to a third party and therefore, the management and trademark fees associated with that hotel will no longer continue. IBC Development revenues are recognized after services are rendered by the IBC member hotel. 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. Based on our policy, we recognize revenue when we believe that persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and the collectability of our revenues are reasonably assured. |
Accounts Receivables and Allowance for Doubtful Accounts | ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are carried at original amounts billed less an estimate made for doubtful accounts based on a review of outstanding amounts on a quarterly basis. Management generally records an allowance for doubtful accounts for 50% of balances over 90 days and 100% of balances over 120 days. Accounts receivable are written off when collection efforts have been exhausted and they are deemed uncollectible. Recoveries, if any, of receivables previously written off are recorded when received. The Trust does not charge interest on accounts receivable balances and these receivables are unsecured. Balance at the Beginning Charged to Balance at the End of Fiscal Year of Year (i) Expense Deductions Year (i) 2016 $ 39,045 $ 83,786 $ (88,861 ) $ 33,970 2017 $ 33,970 $ 127,114 $ (107,364 ) $ 53,720 |
Stock-based Compensation | STOCK-BASED COMPENSATION We have an employee equity incentive plan, which is described more fully in Note 22 - “Share-Based Payments.” For fiscal year 2017 and 2016, the Trust has paid the annual fees due to its Trustees by issuing Shares of Beneficial Interest out of its authorized but unissued Shares of Beneficial Interest. Upon issuance, the Trust recognizes the shares as outstanding. The Trust recognizes expense related to the issuance based on the fair value of the shares upon the date of the restricted share grant and amortizes the expense equally over the period during which the shares vest to the Trustees. During fiscal year 2017, the Trust granted restricted stock awards of 24,000 Shares to members of the Board of Trustees, all of which vested in fiscal year 2017 resulting in stock-based compensation of $51,840. During fiscal year 2016, the Trust granted restricted stock awards of 24,000 Shares to members of the Board of Trustees, all of which vested in fiscal year 2016 resulting in stock-based compensation of $65,280. The following table summarizes restricted share activity during fiscal years 2017 and 2016. Restricted Shares Shares Weighted-Average Per Share Grant Date Fair Value Balance at January 31, 2015 - - Granted 24,000 $ 2.72 Vested (24,000 ) $ 2.72 Forfeited - - Balance of unvested awards at January 31, 2016 - - Granted 24,000 $ 2.16 Vested (24,000 ) $ 2.16 Forfeited - - Balance of unvested awards at January 31, 2017 - - |
Treasury Stock | TREASURY STOCK Treasury stock is carried at cost, including any brokerage commissions paid to repurchase the shares. Any shares issued from treasury stock are removed at cost, with the difference between cost and fair value at the time of issuance recorded against Shares of Beneficial Interest. |
Income Taxes | INCOME TAXES The Trust is subject to federal and state corporate income taxes, and accounts for deferred taxes utilizing an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Dividends and Distributions | DIVIDENDS AND DISTRIBUTIONS In fiscal years 2017 and 2016, the Trust paid dividends of $0.01 per share in the fourth quarter of each year, or total dividends of $96,630 and $88,177, respectively. The Trust’s ability to pay dividends is largely dependent upon the operations of the Hotels. |
Non-controlling Interest | NON-CONTROLLING INTEREST Non-controlling interest in the Trust represents the limited partners’ proportionate share of the capital and earnings of the Partnership. Income or loss is allocated to the non-controlling interest based on a weighted average ownership percentage in the entities throughout the period, and capital is allocated based on the ownership percentage at year-end. Any difference between the weighted average and point-in-time allocations is presented as a reallocation of non-controlling interest as a component of shareholders’ equity. |
(Loss) Income Per Share | (LOSS) INCOME PER SHARE Basic and diluted income (loss) per Share of Beneficial Interest is computed based on the weighted-average number of Shares of Beneficial Interest and potentially dilutive securities outstanding during the period. Dilutive securities are limited to the Class A and Class B units of the Partnership, which are convertible into 3,684,069 Shares of the Beneficial Interest, as discussed in Note 1. For the fiscal years ended January 31, 2017 and 2016, there were Class A and Class B Partnership units outstanding, which are convertible into Shares of Beneficial Interest of the Trust. Assuming conversion at the beginning of each period, the aggregate weighted-average of these Shares of Beneficial Interest would have been 3,684,069 in addition to the basic shares outstanding for fiscal years 2017 and 2016, respectively. These Shares of Beneficial Interest issuable upon conversion of the Class A and Class B Partnership units were dilutive during fiscal 2016 and are included in the calculation of diluted earnings per share for that year below. For the Year Ended January 31, 2016 Net Loss attributable to controlling interest $ 432,116 Plus: Net Loss attributable to non-controlling interests (92,676 ) Net Loss attributable to controlling interest after unit conversion $ 339,440 Weighted average common shares outstanding 8,269,827 Plus: Weighted average incremental shares resulting from unit conversion 3,684,069 Weighted average common shares outstanding after unit conversion 11,953,896 Diluted Loss Per Share $ 0.03 |
Discontinued Operations | DISCONTINUED OPERATIONS Discontinued operations in the fiscal year ended January 31, 2016 primarily consists of the hotel’s operational revenues and expenses, and does not include the sale proceeds and profit from the sale of our Tucson St. Mary’s hotel. On August 1, 2015, the Trust finalized and committed to a plan to sell three Hotel properties. As of May 1, 2016, the Trust has listed the Hotel properties with a local real estate hotel broker, and management believes that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. The Trust believes that the plan to sell these assets will not be withdrawn. Through the Trust’s Form 10-Q for the quarter ended July 31, 2016 filed with the SEC on September 14, 2016, the Trust classified all the Hotel properties as Assets Held for Sale. As of October 31, 2016, the Trust has decided to reclassify these assets back into operations as many of these assets have been marketed for sale for more than one year. At this time, the Trust is unable to predict when, and if, any of these Hotel properties will be sold and the Trust no longer deems a sale to be probable. The Trust continues to list these properties with local real estate hotel brokers and, we believe, that each of the assets is being marketed at a price that is reasonable in relation to its current fair value. There have been no other material changes to our basis of presentation since October 31, 2016. |
Segment Reporting | SEGMENT REPORTING The Trust determined that its operations are comprised of two reportable segments, a Hotel Operations & Corporate Overhead segment that has ownership interest in four hotel properties with an aggregate of 574 suites in Arizona, southern California and New Mexico, and the IBC Developments segment serving 6,300 unrelated hotel properties. The Trust has a concentration of assets in the southwest United States, and the southern Arizona market. On an overall basis, the Trust has elected to only put the costs directly attributable to the IBC Developments in that segment. Included in these costs are sales, marketing and technology development costs. IBC Hotels was formed during the fiscal year ended January 31, 2014. Operating results became significant during the fiscal year ended January 31, 2015. IBC Hotels charges a 10% booking fee which, we believe, increases the independent hotel profits. Competitors of IBC Hotels can charge anywhere from a 30% to 50% booking fee. InnDependent InnCentives, IBC’s loyalty program, allows hoteliers to benefit from guests who frequently stay at IBC independent hotels. We are planning significant expansion of IBC Hotels during the next couple of fiscal years as continue to expand and develop our production and sales and marketing efforts. Specifically, IBC Hotels’ product development roadmap includes integration of more hotel software systems to simply use and simplify adoption of our product by the hotels, improve retention with better onboarding techniques, grow digital marketing services capabilities and revenues and continue to develop our product to meet the needs of our hotel partners. We anticipate significant expansion of our sales and marketing efforts by hiring additional personnel, seek out partnerships and acquisitions to grow our hotel user base and further monetize our loyalty program and consumer site. In addition, we play to explore financial and strategic options for this division and have hired Viant Capital, an investment banker, to assist. We anticipate the IBC Hotels sales and marketing efforts to increase our revenues and decrease our consolidated net loss over the next couple of fiscal years. For each reservation, IBC Hotels receives a 10% transactional fee plus reimbursement of our credit card processing fees associated with the reservation. We cannot provide any assurance that our plans will be successful or in line with our expectations. The Chief Operating Decision Maker (“CODM”), the Trust’s CEO, Mr. Wirth, does not see value in allocating costs for items not directly attributable to the IBC Developments segment for several reasons. The first is that the Trust’s base business is the Hotel Operations & Corporate Overhead segment, and the majority of the expenses of the Trust would continue even if the Trust was not in the reservation, hotel services and technology business. If the Trust were to allocate general expenses to the reservation business based on some allocation method (e.g., on sales), it would not improve the value of segment reporting, but it would only serve to make the results of the Hotel Operations & Corporate Overhead segment look better and give investors a false sense of the profitability of the Hotel Operations & Corporate Overhead segment without the IBC Developments segment. The CODM wants to understand the true investment in the reservation business and that result is delivered by allocating only costs directly associated with the IBC Developments segment. By retaining the remainder of costs not associated with the IBC Developments segment in the Hotel Operations & Corporate Overhead segment, the Trust is able to compare the Hotel Operations & Corporate Overhead segment to historical figures where the bulk of the business was only that segment of operations to gauge relative efficiency of the Hotel Operations & Corporate Overhead segment as compared to historical norms. The Trust has chosen to focus its hotel investments in the southwest region of the United States. The CODM does not review assets by geographical region; therefore, no income statement or balance sheet information by geographical region is provided. |
Advertising Costs | ADVERTISING COSTS Amounts incurred for advertising costs are expensed as incurred. Advertising expense totaled approximately $567,000 and $587,000 for the years ended January 31, 2017 and 2016, respectively. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS For disclosure purposes, fair value is determined by using available market information and appropriate valuation methodologies. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The fair value framework specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The fair value hierarchy levels are as follows: ● Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. ● Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and / or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are level 2 valuation techniques. ● Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect a company’s own judgments about the assumptions that market participants would use in pricing an asset or liability. The Trust has no assets or liabilities that are carried at fair value on a recurring basis and had no fair value re-measurements during the years ended January 31, 2017 and 2016. Due to their short maturities, the carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximates fair value. The fair value of mortgage notes payable, notes payable to banks and notes and advances payable to related parties is estimated by using the current rates which would be available for similar loans having the same remaining maturities and are based on level 3 inputs. See Note 19 – “Fair Value of Financial Instruments.” |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The Trust does not charge interest on accounts receivable balances and these receivables are unsecured. Balance at the Beginning Charged to Balance at the End of Fiscal Year of Year (i) Expense Deductions Year (i) 2016 $ 39,045 $ 83,786 $ (88,861 ) $ 33,970 2017 $ 33,970 $ 127,114 $ (107,364 ) $ 53,720 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes restricted share activity during fiscal years 2017 and 2016. Restricted Shares Shares Weighted-Average Per Share Grant Date Fair Value Balance at January 31, 2015 - - Granted 24,000 $ 2.72 Vested (24,000 ) $ 2.72 Forfeited - - Balance of unvested awards at January 31, 2016 - - Granted 24,000 $ 2.16 Vested (24,000 ) $ 2.16 Forfeited - - Balance of unvested awards at January 31, 2017 - - |
Schedule of Diluted Earnings Per Share | For the Year Ended January 31, 2016 Net Loss attributable to controlling interest $ 432,116 Plus: Net Loss attributable to non-controlling interests (92,676 ) Net Loss attributable to controlling interest after unit conversion $ 339,440 Weighted average common shares outstanding 8,269,827 Plus: Weighted average incremental shares resulting from unit conversion 3,684,069 Weighted average common shares outstanding after unit conversion 11,953,896 Diluted Loss Per Share $ 0.03 |
Property, Plant, and Equipmen38
Property, Plant, and Equipment and Hotel Properties (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of January 31, 2017 and 2016, hotel properties consisted of the following: 2017 2016 Land $ 4,438,079 $ 4,438,079 Building and improvements 25,458,137 24,781,738 Furniture, fixtures and equipment 6,521,257 5,317,036 Total hotel properties 36,417,473 34,536,853 Less accumulated depreciation (17,022,739 ) (15,226,820 ) Hotel Properties in Service, net 19,394,734 19,310,033 Construction in progress - 18,000 Hotel properties, net $ 19,394,734 $ 19,328,033 As of January 31, 2017 and 2016, property, plant and equipment consisted of the following: 2017 2016 Land $ 7,005 $ 7,005 Building and improvements 75,662 75,662 Furniture, fixtures and equipment 852,332 645,657 Total property, plant and equipment 934,999 728,324 Less accumulated depreciation (554,868 ) (441,590 ) Property, Plant and Equipment, net $ 380,131 $ 286,734 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | As of January 31, 2017 and 2016, prepaid expenses and other current assets consisted of the following: 2017 2016 Prepaid Assets $ 48,922 $ 45,838 Tax and Insurance Escrow 58,790 40,639 Deposits 14,805 14,805 Prepaid Insurance 8,130 8,130 Prepaid Workman’s Compensation 43,054 17,903 Miscellaneous Prepaid Expenses 3,953 10 Total Prepaid Expenses and Current Assets $ 177,654 $ 127,325 |
Accounts Payable and Accrued 40
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | As of January 31, 2017 and 2016, accounts payable and accrued expenses consisted of the following: 2017 2016 Accounts Payable $ 1,025,749 $ 1,022,511 Accrued Salaries and Wages 257,259 214,654 Accrued Vacation 32,608 8,515 Income Tax Payable 20,000 239,244 Accrued Interest Payable 52,852 52,852 Advanced Customer Deposits 144,978 128,422 Accrued Property Taxes 190,533 206,467 Accrued Land Lease 98,175 66,334 Sales Tax Payable 163,772 239,244 Accrued Other 177,974 12,147 Total Accounts Payable and Accrued Expenses $ 2,163,900 $ 2,190,390 |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes Payable | The following table summarizes the Trust’s mortgage notes payable, net of debt discounts, as of January 31: 2017 2016 Mortgage note payable, due in monthly installments of $36,835, including interest at Prime + 1.50% with a 4.75% floor per year (4.75% as of January 31, 2016), through August 22, 2024, plus a balloon payment of $3,585,591 in August 2024, secured by the Ontario property with a carrying value of $6.1 million at January 31, 2017. 5,233,046 5,408,942 Mortgage note payable, due in monthly installments of $26,312, including interest at 4.19% per year, through November 18, 2029, secured by the Tucson Oracle property with a carrying value of $6.8 million at January 31, 2017. 3,112,112 3,290,657 Mortgage note payable, due in monthly installments of $32,419, including interest at the prime rate plus one percentage point over the index, with a floor of 5.0% per year (5% per year as of January 31, 2015), through August 1, 2022 plus a balloon payment of $4,112,498 in September 2022, secured by the Yuma property with a carrying value of $5.1 million at January 31, 2017. 4,963,644 5,092,993 Totals: $ 13,308,802 $ 13,792,592 |
Minimum Debt Payments (Tables)
Minimum Debt Payments (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Scheduled of Minimum Payments of Debt | Scheduled minimum payments of debt, net of debt discounts, as of January 31, 2017 are as follows in the respective fiscal years indicated: FISCAL YEAR MORTGAGES NOTES PAYABLE TO BANK NOTES PAYABLE - RELATED PARTY LENDING FROM AFFILIATES - RELATED PARTY OTHER NOTES PAYABLE TOTAL 2018 $ 511,483 $ 1,602,687 $ 145,000 $ 379,167 $ 565,737 $ 3,204,074 2019 536,327 276,946 - - 5,106 818,379 2020 562,368 98,013 - - 2,225 662,606 2021 588,066 - - - - 588,066 2022 588,066 - - - - 588,066 Thereafter 10,522,492 - - - - 10,522,492 $ - $ 13,308,802 $ 1,977,646 $ 145,000 $ 379,167 $ 573,068 $ 16,383,683 |
Federal Income Taxes (Tables)
Federal Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Trust and subsidiaries have federal net operating loss carryforwards of approximately $10.9 million at January 31, 2017, having expiration dates ranging from fiscal years 2019 to 2033. Total and net deferred income tax assets at January 31, 2017 2016 Net operating loss carryforwards $ 4,040,000 $ 2,795,000 Bad debt allowance (18,000 ) (13,000 ) Accrued expenses 84,000 76,000 Syndications 5,179,000 5,128,000 Prepaid insurance 30,000 23,000 Alternative minimum tax credit 91,000 91,000 Total deferred income tax assets 9,406,000 8,100,000 Deferred income tax liability associated with book/tax differences in hotel properties (2,459,000 ) (2,598,000 ) Net deferred income tax asset 6,947,000 5,502,000 Valuation allowance (6,947,000 ) (5,502,000 ) Net deferred income tax asset $ - $ - |
Schedule of Income Tax Provision | Income taxes for the year ended January 31, 2017 2016 Current income tax provision (benefit) (227,000 ) 96,000 Deferred income tax provision - - Net income tax provision (benefit) (227,000 ) 96,000 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2017: Federal statutory rates $ (878,000 ) (34 %) State income taxes (196,000 ) (8 %) Change in valuation allowance 1,445,000 56 % True-ups to prior year return (593,000 ) (23 %) Other (5,000 ) - % Effective rate $ (227,000 ) (9 %) The differences between the statutory and effective tax rates are as follows for the year ended January 31, 2016: Federal statutory rates $ (112,000 ) (34 %) State income taxes (25,000 ) (7 %) Change in valuation allowance 1,270,000 67 % True-ups to prior year return (1,016,000 ) (33 %) Other (21,000 ) 1 % Effective rate $ 96,000 (6 %) |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Liabilities Measured On Recurring Basis | The following table presents the estimated fair values of the Trust’s debt instruments and the associated carrying value recognized in the accompanying consolidated balance sheets at January 31, 2017 and 2016: 2017 2016 Carrying Amount Fair Value Carrying Amount Fair Value Mortgage notes payable $ 13,367,706 $ 13,473,018 $ 13,792,592 $ 13,909,744 Notes payable to banks $ 2,019,758 $ 2,019,758 $ 932,289 $ 932,289 Other notes payable $ 18,069 $ 18,195 $ 54,691 $ 60,963 |
Supplemental Cash Flow Disclo45
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | 2017 2016 Cash paid for interest $ 743,932 $ 906,340 Cash paid for income taxes $ - $ 57,719 Purchase of IVH with issuance of shares of beneficial interest $ - $ 200,000 Payment of mortgage directly from proceeds from sale of the Tucson St. Mary's Property $ - $ 4,712,611 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these non-cancelable ground lease and office lease are as follows: Fiscal Year Ending 2018 128,000 2019 114,000 2020 114,000 2021 114,000 2022 114,000 Thereafter 5,473,000 Total $ 6,057,000 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Summary of Bonus Consisting of Cash and Shares of Beneficial Interest | Executive Officer Cash Equity Pamela J. Barnhill $ 10,000 10,000 Shares of Beneficial Interest Marc E. Berg $ 2,500 2,500 Shares of Beneficial Interest Adam B. Remis $ 5,000 5,000 Shares of Beneficial Interest Executive Officer Cash Equity Pamela J. Barnhill $ 25,000 10,000 Shares of Beneficial Interest Marc E. Berg $ 5,000 2,500 Shares of Beneficial Interest Adam B. Remis $ 10,000 5,000 Shares of Beneficial Interest Executive Cash Equity Pamela J. Barnhill $ 5,000 3,000 Shares of Beneficial Interest Marc E. Berg $ 1,000 750 Shares of Beneficial Interest Adam B. Remis $ 2,000 1,500 Shares of Beneficial Interest |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | Information relative to the Trust’s reportable segments is as follows: BALANCE SHEET JANUARY 31, 2017 Hotel Operations & Corporate Overhead IBC Developments Total Total Assets $ 20,708,359 $ 1,464,473 $ 22,172,832 Total Liabilities 15,280,624 3,266,959 18,547,583 Fixed Assets, Net 19,552,396 222,469 19,774,865 STATEMENT OF OPERATIONS TWELVE MONTHS ENDED JANUARY 31, 2017 CONTINUING OPERATIONS Hotel Operations & Corporate Overhead IBC Developments Total Total Revenue $ 12,548,903 $ 666,730 $ 13,215,633 Loss From Operations (925,564 ) (1,162,946 ) (2,088,510 ) BALANCE SHEET JANUARY 31, 2016 Hotel Operations & Corporate Overhead IBC Developments Total Total Assets $ 22,728,621 $ 1,212,068 $ 23,940,689 Total Liabilities 15,145,321 1,824,639 16,969,960 Fixed Assets, Net 19,479,148 135,619 19,614,767 STATEMENT OF OPERATIONS TWELVE MONTHS ENDED JANUARY 31, 2016 CONTINUING OPERATIONS Hotel Operations & Corporate Overhead IBC Developments Total Total Revenue $ 11,413,992 $ 202,775 $ 11,616,767 Loss From Operations (391,770 ) (286,534 ) (678,304 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Group Including Discontinued Operations Balance Sheet | DISCONTINUED OPERATIONS JANUARY 31, 2017 JANUARY 31, 2016 ASSETS Current Assets: Cash and Cash Equivalents $ - $ 2,153 Accounts Receivable - 12,495 Total Current Assets of Discontinued Operations - 14,648 TOTAL ASSETS OF DISCONTINUED OPERATIONS $ - $ 14,648 LIABILITIES LIABILITIES Current Liabilities: Accounts Payable and Accrued Expenses $ - $ 27,246 Total Current Liabilities of Discontinued Operations - 27,246 TOTAL LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 27,246 |
Schedule of Disposal Group Including Discontinued Operation Statements and Cash Flow Statements | DISCONTINUED OPERATIONS YEARS ENDED JANUARY 31, 2017 2016 REVENUE Room $ - $ 2,172,153 Food and Beverage - 658,881 Other - 23,611 TOTAL REVENUE - 2,854,645 OPERATING EXPENSES Room - 977,299 Food and Beverage - 545,575 Telecommunications - 1,947 General and Administrative 36,028 288,274 Sales and Marketing - 158,594 Repairs and Maintenance - 246,591 Hospitality - 182,872 Utilities - 438,164 Hotel Property Depreciation - 232,661 Real Estate and Personal Property Taxes, Insurance and Ground Rent - 159,284 Other - 6,528 TOTAL OPERATING EXPENSES 36,028 3,237,789 OPERATING LOSS (36,028 ) (383,144 ) Interest on Mortgage Notes Payable - 106,119 Interest on Notes Payable to Banks - 32,105 TOTAL INTEREST EXPENSE - 138,224 CONSOLIDATED NET LOSS BEFORE DISCONTINUED OPERATIONS, NET OF NON-CONTROLLING INTEREST $ (36,028 ) $ (521,368 ) YEARS ENDED JANUARY 31, 2017 2016 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE $ (2,153 ) $ 2,174,626 NET CASH USED IN INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE $ - $ (3,422,911 ) |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Vested | The 2015 Plan Agreement has the following vesting schedule: Tranche Shares for which the Stock Option is Vested Vesting Date A 1/3 5/17/2016 B 1/3 2nd anniversary of the Date of Grant C 1/3 3rd anniversary of the Date of Grant |
Schedule of Performance Objective for Applicable Performance Period | Vested tranches become exercisable as set forth below to the extent that the GAAP pre-tax profit of IBC Hotels LLC is greater than or equal to the performance objective for the applicable performance period, as described below. Performance Period Performance Objective Exercisable ( Fiscal Year Ending ( GAAP pre-tax profit of IBC Hotels LLC Tranche(s) 1/31/2016 $ 60,000 A 1/31/2017 $ 200,000 A and B 1/31/2018 $ 400,000 A, B, and C |
Acquisition of International 51
Acquisition of International Vacation Hotels (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired | The fair values of assets acquired at the transaction date are summarized below: Marketing Related Intangibles $ 100,000 Customer Base 400,000 Total identifiable intangible assets 500,000 Goodwill 500,000 Total acquired assets $ 1,000,000 |
Schedule of Supplemental Pro Forma Information | The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had International Vacation Hotels been operated as part of the Trust since February 1, 2016 and 2015. Year Ended January 31, 2016 As Reported Pro Forma (unaudited) Revenues $ 11,616,767 $ 12,616,499 Consolidated Net Loss $ 339,440 $ 468,513 LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST $ (92,676 ) $ (92,676 ) NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS $ 432,116 $ 432,116 NET LOSS PER SHARE FROM CONTINUING OPERATIONS – BASIC $ (0.18 ) $ (0.18 ) NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS – BASIC $ 0.22 $ 0.22 NET LOSS PER SHARE PER SHARE TOTAL - BASIC $ 0.04 $ 0.04 NET LOSS PER SHARE FROM CONTINUING OPERATIONS – DILUTED $ (0.12 ) $ (0.12 ) NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS – DILUTED $ 0.15 $ 0.15 NET LOSS PER SHARE PER SHARE TOTAL - DILUTED $ 0.03 $ 0.03 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC 8,269,827 8,269,827 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED 11,953,896 11,953,896 |
Schedule of Intangible Assets | Amortizable intangible assets consist of the following: January 31, 2017 Amount Accumulated Amortization Net Amount Useful Lives (years) Marketing Related Intangibles $ 100,000 $ 10,000 $ 90,000 10 Customer Base 400,000 57,000 343,000 7 Total: $ 500,000 $ 67,000 $ 433,000 |
Nature of Operations and Basi52
Nature of Operations and Basis of Presentation (Details Narrative) | 12 Months Ended | ||
Jan. 31, 2017USD ($)Integershares | Jan. 31, 2016USD ($)shares | Jan. 08, 2016Integer | |
Number of hotels | Integer | 4 | ||
Number of suites | Integer | 574 | ||
Debt instrument interest rate | 7.00% | 7.00% | |
Line of credit limit | $ 350,000 | ||
Amount payable of credit facilities | 1,025,749 | $ 1,022,511 | |
Trust [Member] | |||
Line of credit amount | $ 145,000 | ||
Debt instrument interest rate | 7.00% | ||
Demand/revolving line of credit/promissory note amount | $ 1,000,000 | ||
Amount payable of credit facilities | 379,000 | ||
Cash and cash equivalents | 568,000 | ||
Advances to affiliates | 621,000 | ||
Trust [Member] | April 20, 2017 [Member] | |||
Line of credit amount | 0 | ||
Trust [Member] | December 31, 2017 [Member] | |||
Line of credit limit | $ 1,000,000 | ||
Line of credit maturity date | Dec. 31, 2017 | ||
Trust [Member] | June 30, 2017 [Member] | |||
Line of credit limit | $ 1,000,000 | ||
Advances to Affiliate [Member] | Trust [Member] | |||
Line of credit limit | $ 500,000 | ||
Class A Limited Partnership Units [Member] | |||
Partnership unit issued | shares | 276,131 | 276,131 | |
Partnership unit outstanding | shares | 276,131 | 276,131 | |
Percentage of total partnership units | 2.09% | 2.09% | |
Class B Partnership Units [Member] | James Wirth [Member] | |||
Partnership unit outstanding | shares | 3,407,938 | 3,407,938 | |
Inn Suites Hotel Located in Tucson Arizona [Member] | |||
Partnership ownership interest percentage | 51.01% | ||
InnSuites Hotel Located in Ontario California [Member] | |||
Partnership ownership interest percentage | 51.48% | ||
InnSuites Hotel Located in Yuma, Arizona [Member] | |||
Percentage of ownership interest held by the trust | 50.24% | ||
InnSuites Hotel Located in Albuquerque New Mexico [Member] | |||
Percentage of ownership interest held by the trust | 50.91% | ||
RRF Limited Partnership [Member] | Inn Suites Hotel Located in Tucson Arizona [Member] | |||
Partnership ownership interest percentage | 51.01% | ||
RRF Limited Partnership [Member] | InnSuites Hotel Located in Ontario California [Member] | |||
Partnership ownership interest percentage | 51.33% | ||
RRF Limited Partnership [Member] | Weighted Average [Member] | |||
Percentage of ownership interest held by the trust | 72.11% | 72.11% | |
IBC Hotels [Member] | |||
Number of real estate properties | Integer | 6,300 | ||
Independent Boutique Hotels [Member] | |||
Number of real estate properties | Integer | 1,800 | ||
International Vacation Hotels [Member] | |||
Number of real estate properties | Integer | 500 | ||
Yuma entity [Member] | March 2017 And April 2017 [Member] | |||
Proceeds from sale of interest in partnership unit | $ 1,470,000 | ||
General Partner [Member] | |||
Partnership ownership interest percentage | 72.11% | 72.11% | |
Number of partnership units | shares | 9,527,448 | 9,527,448 | |
General Partner [Member] | RRF Limited Partnership [Member] | |||
Number of hotels | Integer | 4 | ||
Number of suites | Integer | 574 | ||
Percentage of ownership interest held by the trust | 72.11% | 72.11% | |
Limited Partner [Member] | |||
Number of partnership units | shares | 3,684,069 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Jan. 31, 2017USD ($)Integer$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2015 | |
Impairment of long-lived assets | |||
Impairment of goodwill | |||
Common stock, dividends, per share, cash paid | $ / shares | $ 0.01 | $ 0.01 | |
Dividends, common stock, cash | $ 96,630 | $ 88,177 | |
Aggregate weighted average shares of beneficial for units of partnership | $ 3,684,069 | 3,684,069 | |
Number of reportable segments | Integer | 2 | ||
Number of hotels | Integer | 4 | ||
Number of suites | Integer | 574 | ||
Transactional fee | 50.00% | ||
Advertising expense | $ 567,000 | $ 587,000 | |
IBC Hotels [Member] | |||
Number of real estate properties | Integer | 6,300 | ||
Percentage of booking fee | 10.00% | ||
90 Days [Member] | |||
Percentage of allowance for doubtful accounts | 50.00% | ||
120 Days [Member] | |||
Percentage of allowance for doubtful accounts | 100.00% | ||
Restricted Stock [Member] | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | shares | 24,000 | 24,000 | |
Share-based compensation | $ 51,840 | $ 65,280 | |
Maximum [Member] | |||
Finite lives are amortized on straight-line estimated useful lives | 10 years | ||
Maximum [Member] | Competitors Of IBC Hotels [Member] | |||
Percentage of booking fee | 50.00% | ||
Minimum [Member] | |||
Finite lives are amortized on straight-line estimated useful lives | 7 years | ||
Minimum [Member] | Competitors Of IBC Hotels [Member] | |||
Percentage of booking fee | 30.00% | ||
Buildings [Member] | Maximum [Member] | |||
Property, plant and equipment, useful life | 40 years | ||
Furniture and Equipment [Member] | Maximum [Member] | |||
Property, plant and equipment, useful life | 10 years | ||
Furniture and Equipment [Member] | Minimum [Member] | |||
Property, plant and equipment, useful life | 3 years |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 33,970 | $ 39,045 |
Charged to Expense | 127,114 | 83,786 |
Deductions | (107,364) | (88,861) |
Ending Balance | $ 53,720 | $ 33,970 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Number of Options Beginning Balance | ||
Granted | 24,000 | 24,000 |
Vested | (24,000) | (24,000) |
Forfeited | ||
Number of Options Ending Balance | ||
Balance of unvested awards, per shares | ||
Granted | 2.16 | 2.72 |
Vested | 2.16 | 2.72 |
Forfeited | ||
Balance of unvested awards, per shares |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Schedule of Diluted Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Net Loss attributable to controlling interest | $ (2,191,972) | $ 432,116 |
Plus: Net Loss attributable to non-controlling interests | $ (434,782) | $ (92,676) |
Diluted Income Per Share | $ (0.27) | $ 0.03 |
Class A And Class B [Member] | ||
Net Loss attributable to controlling interest | $ 432,116 | |
Plus: Net Loss attributable to non-controlling interests | (92,676) | |
Net Loss attributable to controlling interest after unit conversion | $ 339,440 | |
Weighted average common shares outstanding | 8,269,827 | |
Plus: Weighted average incremental shares resulting from unit conversion | 3,684,069 | |
Weighted average common shares outstanding after unit conversion | 11,953,896 | |
Diluted Income Per Share | $ 0.03 |
Sale of Ownership Interests i57
Sale of Ownership Interests in Albuquerque Subsidiary (Details Narrative) - USD ($) | Jul. 22, 2010 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 09, 2013 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | ||||||
Class A Limited Partnership Units [Member] | |||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 2.09% | 2.09% | |||||||||||
Albuquerque Suite Hospitality, LLC [Member] | |||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 49.00% | ||||||||||||
Number of units were available for sale | 400 | ||||||||||||
Sale price per unit | $ 10,000 | $ 10,000 | |||||||||||
Maximum investors to purchase units | 150 | ||||||||||||
Maximum potentially to overallotment exercised | 190 | ||||||||||||
Percentage of hold least outstanding units | 50.10% | ||||||||||||
Return percentage | 7.00% | ||||||||||||
Restructuring fee | $ 128,000 | ||||||||||||
Number of units sold during period | 100 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Unrelated Unit Holders [Member] | |||||||||||||
Priority return payments | $ 142,000 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Trust [Member] | |||||||||||||
Priority return payments | 146,000 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Mr. Wirth [Member] | |||||||||||||
Priority return payments | $ 500 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Class A Limited Partnership Units [Member] | |||||||||||||
Number of units sold during period | |||||||||||||
Percentage of trust held ownership interest | 50.91% | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Class A Limited Partnership Units [Member] | Other Parties [Member] | |||||||||||||
Number of units sold during period | 268 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Class A Limited Partnership Units [Member] | Other Parties [Member] | |||||||||||||
Percentage of trust held ownership interest | 48.91% | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Class B Limited Partnership Units [Member] | |||||||||||||
Number of units sold during period | 279 | ||||||||||||
Percentage of trust held ownership interest | 0.18% | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Class C Limited Partnership Units [Member] | |||||||||||||
Number of units sold during period | 1 | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Unit Class [Member] | |||||||||||||
Return percentage | 50.00% | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Rare Earth Financial, LLC [Member] | |||||||||||||
Return percentage | 50.00% | ||||||||||||
Albuquerque Suite Hospitality, LLC [Member] | Restructuring Agreement [Member] | |||||||||||||
Cumulative priority distributions per unit per year | $ 700 |
Sale of Ownership Interests i58
Sale of Ownership Interests in Tucson Hospitality Properties Subsidiary (Details Narrative) - USD ($) | Mar. 01, 2014 | Oct. 01, 2013 | Feb. 17, 2011 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | |||||||
Class A Limited Partnership Units [Member] | ||||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 2.09% | 2.09% | ||||||||||||
Tucson Hospitality Properties LP [Member] | ||||||||||||||
Number of units were available for sale | 250 | |||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 41.00% | |||||||||||||
Return percentage | 7.00% | |||||||||||||
Tucson Hospitality Properties LP [Member] | Unrelated Unitsholders [Member] | ||||||||||||||
Priority return payments | $ 201,000 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Partnership [Member] | ||||||||||||||
Priority return payments | $ 141,000 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | ||||||||||||||
Number of units sold during period | 404 | |||||||||||||
Percentage of trust held ownership interest | 51.01% | |||||||||||||
Tucson Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | Mr. Wirth and Affiliates [Member] | ||||||||||||||
Percentage of trust held ownership interest | 0.38% | |||||||||||||
Tucson Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | ||||||||||||||
Number of units sold during period | 3 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | Other Parties Holders [Member] | ||||||||||||||
Number of units sold during period | 385 | |||||||||||||
Percentage of trust held ownership interest | 48.61% | |||||||||||||
Tucson Hospitality Properties LP [Member] | Unit Class [Member] | ||||||||||||||
Return percentage | 50.00% | |||||||||||||
Restructuring fee | $ 128,000 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | ||||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 50.10% | 50.10% | ||||||||||||
Sale price per unit | $ 10,000 | $ 10,000 | ||||||||||||
Maximum investors to purchase units | 235 | 160 | ||||||||||||
Maximum potentially to overallotment exercised | 275 | 200 | ||||||||||||
Cumulative priority distributions per unit per year | $ 700 | $ 700 | ||||||||||||
Return percentage | 50.00% | 50.00% | ||||||||||||
Number of units sold during period | 100 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | Class A Limited Partnership Units [Member] | ||||||||||||||
Sale price per unit | $ 10,000 | |||||||||||||
Number of units sold during period | 3 | |||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth [Member] | ||||||||||||||
Priority return payments | $ 2,000 |
Sale of Ownership Interests i59
Sale of Ownership Interests in Ontario Hospitality Properties Subsidiary (Details Narrative) - USD ($) | Mar. 01, 2014 | Oct. 01, 2013 | Feb. 29, 2012 | Feb. 17, 2011 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | ||||||||
Class A Limited Partnership Units [Member] | |||||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 2.09% | 2.09% | |||||||||||||
Class A Limited Partnership Units [Member] | Partnership [Member] | |||||||||||||||
Sale price per unit | $ 10,000 | ||||||||||||||
Number of units sold during period | 2 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | |||||||||||||||
Sale price per unit | $ 10,000 | ||||||||||||||
Number of units were available for sale | 250 | ||||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 49.00% | ||||||||||||||
Return percentage | 7.00% | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Unrelated Unitsholders [Member] | |||||||||||||||
Priority return payments | $ 153,000 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Partnership [Member] | |||||||||||||||
Priority return payments | $ 174,000 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | |||||||||||||||
Number of units sold during period | 496 | ||||||||||||||
Percentage of trust held ownership interest | 51.33% | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | Mr. Wirth and Affiliates [Member] | |||||||||||||||
Percentage of trust held ownership interest | 0.21% | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | |||||||||||||||
Number of units were available for sale | 468.25 | ||||||||||||||
Number of units sold during period | 2 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | Other Parties Holders [Member] | |||||||||||||||
Percentage of trust held ownership interest | 48.46% | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Unit Class [Member] | |||||||||||||||
Return percentage | 50.00% | ||||||||||||||
Restructuring fee | $ 128,000 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | Class A Limited Partnership Units [Member] | |||||||||||||||
Sale price per unit | $ 10,000 | ||||||||||||||
Number of units were available for sale | 28 | ||||||||||||||
Number of units sold during period | 32 | ||||||||||||||
Ontario Hospitality Properties LP [Member] | Rare Earth [Member] | |||||||||||||||
Priority return payments | $ 10,000 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | |||||||||||||||
Number of units were available for sale | 250 | ||||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 41.00% | ||||||||||||||
Return percentage | 7.00% | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Unrelated Unitsholders [Member] | |||||||||||||||
Priority return payments | 201,000 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Partnership [Member] | |||||||||||||||
Priority return payments | $ 141,000 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | |||||||||||||||
Number of units sold during period | 404 | ||||||||||||||
Percentage of trust held ownership interest | 51.01% | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | Mr. Wirth and Affiliates [Member] | |||||||||||||||
Percentage of trust held ownership interest | 0.38% | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | |||||||||||||||
Number of units sold during period | 3 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | Other Parties Holders [Member] | |||||||||||||||
Number of units sold during period | 385 | ||||||||||||||
Percentage of trust held ownership interest | 48.61% | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Unit Class [Member] | |||||||||||||||
Return percentage | 50.00% | ||||||||||||||
Restructuring fee | $ 128,000 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | |||||||||||||||
Sale price per unit | $ 10,000 | $ 10,000 | |||||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 50.10% | 50.10% | |||||||||||||
Maximum investors to purchase units | 235 | 160 | |||||||||||||
Maximum potentially to overallotment exercised | 275 | 200 | |||||||||||||
Cumulative priority distributions per unit per year | $ 700 | $ 700 | |||||||||||||
Return percentage | 50.00% | 50.00% | |||||||||||||
Number of units sold during period | 100 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | Class A Limited Partnership Units [Member] | |||||||||||||||
Sale price per unit | $ 10,000 | ||||||||||||||
Number of units sold during period | 3 | ||||||||||||||
Tucson Hospitality Properties LP [Member] | Rare Earth [Member] | |||||||||||||||
Priority return payments | $ 2,000 |
Sale of Ownership Interests i60
Sale of Ownership Interests in Yuma Hospitality Properties Subsidiary (Details Narrative) - USD ($) | Oct. 24, 2014 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | |||
Class A Limited Partnership Units [Member] | ||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 2.09% | 2.09% | ||||||||
Class A Limited Partnership Units [Member] | Partnership [Member] | ||||||||||
Sale price per unit | $ 10,000 | |||||||||
Number of units sold during period | 2 | |||||||||
Class B Units [Member] | Third Party Investor [Member] | February 2017 [Member] | ||||||||||
Number of units were available for sale | 401 | |||||||||
Number of units sold during period | 300 | |||||||||
Yuma Hospitality Properties LP [Member] | ||||||||||
Sale price per unit | $ 10,000 | |||||||||
Number of units were available for sale | 750 | |||||||||
Number of additional units were available for sale | 50 | |||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 49.00% | |||||||||
Priority unit distributions | 700 | |||||||||
Return percentage | 7.00% | |||||||||
Restructuring fee | $ 350,000 | |||||||||
Number of units sold during period | 150 | |||||||||
Yuma Hospitality Properties LP [Member] | Unrelated Unit Holders [Member] | ||||||||||
Priority return payments | $ 206,000 | |||||||||
Yuma Hospitality Properties LP [Member] | Trust [Member] | ||||||||||
Priority return payments | $ 211,000 | |||||||||
Yuma Hospitality Properties LP [Member] | Class A Limited Partnership Units [Member] | ||||||||||
Number of units were available for sale | 9.50 | |||||||||
Number of units sold during period | 4 | |||||||||
Yuma Hospitality Properties LP [Member] | Class A Limited Partnership Units [Member] | Other Related Parties [Member] | ||||||||||
Number of units were available for sale | 394 | |||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 49.25% | |||||||||
Yuma Hospitality Properties LP [Member] | Class A Limited Partnership Units [Member] | Partnership [Member] | ||||||||||
Sale price per unit | $ 10,000 | |||||||||
Number of units sold during period | 5.5 | |||||||||
Yuma Hospitality Properties LP [Member] | Class B Limited Partnership Units [Member] | ||||||||||
Number of units were available for sale | 401.90 | |||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 50.24% | |||||||||
Yuma Hospitality Properties LP [Member] | Class C Limited Partnership Units [Member] | Mr. Wirth and his Affiliates [Member] | ||||||||||
Number of units were available for sale | 4.1 | |||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 0.51% | |||||||||
Yuma Hospitality Properties LP [Member] | Unit Class [Member] | ||||||||||
Return percentage | 50.00% | |||||||||
Yuma Hospitality Properties LP [Member] | Rare Earth Financial, LLC [Member] | ||||||||||
Number of units were available for sale | 150 | 150 | ||||||||
Maximum investors to purchase units | 398 | |||||||||
Return percentage | 50.00% | |||||||||
Restructuring fee | $ 350,000 | $ 350,000 | ||||||||
Priority return payments | $ 4,000 |
Sale of Ownership Interests i61
Sale of Ownership Interests in Tucson Saint Mary's Suite Hospitality (Details Narrative) - USD ($) | Oct. 14, 2015 | Apr. 24, 2015 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | ||||
Proceeds from sale of common stock | $ 2,999,999 | ||||||||||
Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Proceeds from sale of property | $ 4,600,000 | ||||||||||
Repayment of mortgage note payable | 4,700,000 | ||||||||||
Class A Limited Partnership Units [Member] | |||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 2.09% | 2.09% | |||||||||
Saint Mary's Suite Hospitality [Member] | |||||||||||
Sale price per unit | $ 10,000 | ||||||||||
Number of units were available for sale | 350 | ||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 50.07% | ||||||||||
Saint Mary's Suite Hospitality [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Repayment of mortgage note payable | $ 4,700,000 | ||||||||||
Decreased in accruals and payables | $ 379,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | Cash [Member] | |||||||||||
Repayment of mortgage note payable | 4,600,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | Unrelated Unitsholders [Member] | |||||||||||
Proceeds from sale of property | $ 9,700,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Class A Limited Partnership Units [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Number of units sold during period | 64 | ||||||||||
Proceeds from sale of common stock | $ 640,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Class C Limited Partnership Units [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Number of units sold during period | 100 | ||||||||||
Proceeds from sale of common stock | $ 1,000,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Class B Limited Partnership Units [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Number of units were available for sale | 88.5 | ||||||||||
Percentage of membership interest in a subsidiary committed to purchase by an affiliate | 100.00% | ||||||||||
Saint Mary's Suite Hospitality [Member] | Restructuring Agreement [Member] | |||||||||||
Conversion of unit, description | Subject to shareholder approval, the holders of Class A units may convert all of part of their investment at any time up to January 31, 2018 into 2,857 Shares of Beneficial Interest for each $10,000 interest subject to shareholder approval and other required approvals (conversion feature). | ||||||||||
Conversion feature, each $10,000 interest converted into number of shares | 2,500 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Restructuring Agreement [Member] | May 15, 2015 Through April 20, 2020 [Member] | |||||||||||
Cumulative priority distributions per unit per year | $ 700 | ||||||||||
Interest income | $ 10,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Restructuring Agreement [Member] | After April 30, 2020 [Member] | |||||||||||
Cumulative priority distributions per unit per year | $ 700 | ||||||||||
Interest income | $ 10,000 | ||||||||||
Saint Mary's Suite Hospitality [Member] | Tucson Saint Mary's Suite Hospitality LLC [Member] | |||||||||||
Sale price per unit | $ 10,000 | ||||||||||
Proceeds from sale of property | $ 2,400,000 |
Property, Plant, and Equipmen62
Property, Plant, and Equipment and Hotel Properties - Schedule of Property, Plant and Equipment (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Property, Plant and Equipment, net | $ 19,774,865 | $ 19,614,767 |
Hotel Properties [Member] | ||
Total property, plant and equipment | 36,417,473 | 34,536,853 |
Less accumulated depreciation | (17,022,739) | (15,226,820) |
Property, Plant and Equipment, net | 19,394,734 | 19,328,033 |
Hotel Properties [Member] | Land [Member] | ||
Total property, plant and equipment | 4,438,079 | 4,438,079 |
Hotel Properties [Member] | Building and improvements [Member] | ||
Total property, plant and equipment | 25,458,137 | 24,781,738 |
Hotel Properties [Member] | Furniture, Fixtures and Equipment [Member] | ||
Total property, plant and equipment | 6,521,257 | 5,317,036 |
Hotel Properties [Member] | Hotel Properties in Service [Member] | ||
Property, Plant and Equipment, net | 19,394,734 | 19,310,033 |
Hotel Properties [Member] | Construction in Progress [Member] | ||
Property, Plant and Equipment, net | 18,000 | |
Property, Plant and Equipment [Member] | ||
Total property, plant and equipment | 934,999 | 728,324 |
Less accumulated depreciation | (554,868) | (441,590) |
Property, Plant and Equipment, net | 380,131 | 286,734 |
Property, Plant and Equipment [Member] | Land [Member] | ||
Total property, plant and equipment | 7,005 | 7,005 |
Property, Plant and Equipment [Member] | Building and improvements [Member] | ||
Total property, plant and equipment | 75,662 | 75,662 |
Property, Plant and Equipment [Member] | Furniture, Fixtures and Equipment [Member] | ||
Total property, plant and equipment | $ 852,332 | $ 645,657 |
Prepaid Expenses and Other Cu63
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Assets | $ 48,922 | $ 45,838 |
Tax and Insurance Escrow | 58,790 | 40,639 |
Deposits | 14,805 | 14,805 |
Prepaid Insurance | 8,130 | 8,130 |
Prepaid Workman's Compensation | 43,054 | 17,903 |
Miscellaneous Prepaid Expenses | 3,953 | 10 |
Total Prepaid Expenses and Current Assets | $ 177,654 | $ 127,325 |
Accounts Payable and Accrued 64
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 1,025,749 | $ 1,022,511 |
Accrued Salaries and Wages | 257,259 | 214,654 |
Accrued Vacation | 32,608 | 8,515 |
Income Tax Payable | 20,000 | 239,244 |
Accrued Interest Payable | 52,852 | 52,852 |
Advanced Customer Deposits | 144,978 | 128,422 |
Accrued Property Taxes | 190,533 | 206,467 |
Accrued Land Lease | 98,175 | 66,334 |
Sales Tax Payable | 163,772 | 239,244 |
Accrued Other | 177,974 | 12,147 |
Total Accounts Payable and Accrued Liabilities | $ 2,163,900 | $ 2,190,390 |
Mortgage Notes Payable (Details
Mortgage Notes Payable (Details Narrative) - USD ($) | Nov. 24, 2014 | Aug. 22, 2014 | Aug. 24, 2012 | Jan. 31, 2017 | Jan. 31, 2016 |
Mortgage notes payable interest rate | 4.65% | 4.71% | |||
Debt instrument interest rate | 7.00% | 7.00% | |||
First Bank [Member] | |||||
Mortgage loan face amount | $ 5,500,000 | ||||
Debt instrument maturity period | 10 years | ||||
Debt instrument interest rate | 5.00% | ||||
Debt outstanding | $ 4,977,000 | ||||
Debt instrument discount | 13,000 | ||||
Arizona Bank & Trust [Member] | |||||
Mortgage loan face amount | $ 5,700,000 | ||||
Debt instrument maturity period | 10 years | ||||
Debt instrument interest rate | 4.75% | ||||
Debt outstanding | 5,271,000 | ||||
Debt instrument discount | 38,000 | ||||
Arizona Bank & Trust [Member] | Minimum [Member] | |||||
Debt instrument interest rate | 4.75% | ||||
Arizona Bank & Trust [Member] | Prime Rate [Member] | |||||
Debt instrument, basis spread on variable rate | 1.50% | ||||
Kansas State Bank of Manhattan [Member] | |||||
Mortgage loan face amount | $ 3,500,000 | ||||
Debt instrument maturity period | 15 years | ||||
Debt instrument interest rate | 4.19% | ||||
Debt outstanding | 3,119,000 | ||||
Debt instrument discount | $ 7,000 | ||||
Kansas State Bank of Manhattan [Member] | Minimum [Member] | |||||
Debt instrument interest rate | 4.19% | ||||
Kansas State Bank of Manhattan [Member] | Maximum [Member] | |||||
Debt instrument interest rate | 8.00% |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Mortgage Notes Payable (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Mortgage note payable | $ 13,308,802 | $ 13,792,592 |
Ontario Hospitality Properties LP [Member] | ||
Mortgage note payable | 5,233,046 | 5,408,942 |
Tucson Oracle Property [Member] | ||
Mortgage note payable | 3,112,112 | 3,290,657 |
Yuma Hospitality Properties LP [Member] | ||
Mortgage note payable | $ 4,963,644 | $ 5,092,993 |
Mortgage Notes Payable - Sche67
Mortgage Notes Payable - Schedule of Mortgage Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Mortgage note payable, interest rate | 7.00% | 7.00% |
Ontario Hospitality Properties LP [Member] | ||
Mortgage note payable, monthly payments | $ 36,835 | $ 36,835 |
Mortgage note payable, interest rate | 4.75% | 4.75% |
Mortgage note payable, balloon payment | $ 3,585,591 | $ 3,585,591 |
Mortgage note payable, carrying value of secured property | 6,100,000 | 6,100,000 |
Tucson Oracle Property [Member] | ||
Mortgage note payable, monthly payments | $ 26,312 | $ 26,312 |
Mortgage note payable, interest rate | 4.19% | 4.19% |
Mortgage note payable, balloon payment | ||
Mortgage note payable, carrying value of secured property | 6,800,000 | 6,800,000 |
Yuma Hospitality Properties LP [Member] | ||
Mortgage note payable, monthly payments | $ 32,419 | $ 32,419 |
Mortgage note payable, interest rate | 5.00% | 5.00% |
Mortgage note payable, balloon payment | $ 4,112,498 | $ 4,112,498 |
Mortgage note payable, carrying value of secured property | $ 5,100,000 | $ 5,100,000 |
Notes Payable to Banks (Details
Notes Payable to Banks (Details Narrative) - USD ($) | Dec. 19, 2016 | Oct. 17, 2016 | Sep. 20, 2016 | Jan. 08, 2016 | Jul. 07, 2015 | Jan. 31, 2017 | May 03, 2016 |
Line of credit limit | $ 350,000 | ||||||
Non-revolving note payable | 391,000 | ||||||
Revolving Bank Line of Credit Agreement [Member] | |||||||
Line of credit limit | $ 600,000 | ||||||
Line of credit maturity date | Jul. 3, 2019 | ||||||
Monthly payment of debt | $ 13,978 | ||||||
Revolving Bank Line of Credit Agreement [Member] | Interest Floor Rate [Member] | |||||||
Line of credit bear interest rate | 5.50% | ||||||
Revolving Bank Line of Credit Agreement [Member] | Prime Rate [Member] | |||||||
Line of credit bear interest rate | 1.00% | ||||||
International Vacation Hotels [Member] | |||||||
Proceeds from business loans | $ 400,000 | ||||||
Debt instrument, maturity date | Feb. 1, 2019 | ||||||
Business loan balance | $ 400,000 | 285,000 | |||||
Debt discount | 5,000 | ||||||
Line of credit bear interest rate | 8.00% | ||||||
Albuquerque [Member] | Albuquerque Merchant Agreement [Member] | |||||||
Proceeds from business loans | $ 524,160 | ||||||
Loan fees | $ 20,160 | ||||||
Debt instrument, maturity date | Sep. 19, 2017 | ||||||
Percentage of loan fee on original principal balance of loan | 4.00% | ||||||
Loan paid back percentage | 14.00% | ||||||
Business loan balance | 285,000 | ||||||
Debt discount | 10,000 | ||||||
Yuma [Member] | Yuma Merchant Agreement [Member] | |||||||
Proceeds from business loans | $ 520,000 | ||||||
Loan fees | $ 20,000 | ||||||
Debt instrument, maturity date | Oct. 16, 2017 | ||||||
Percentage of loan fee on original principal balance of loan | 4.00% | ||||||
Loan paid back percentage | 22.00% | ||||||
Business loan balance | 316,000 | ||||||
Debt discount | 13,000 | ||||||
Albuquerque Suite Hospitality, LLC [Member] | Tucson Oracle Merchant Agreement [Member] | |||||||
Proceeds from business loans | $ 438,880 | ||||||
Loan fees | $ 16,880 | ||||||
Debt instrument, maturity date | Dec. 18, 2017 | ||||||
Percentage of loan fee on original principal balance of loan | 4.00% | ||||||
Loan paid back percentage | 15.00% | ||||||
Business loan balance | 393,000 | ||||||
Debt discount | $ 14,000 | ||||||
Trust and Yuma Hospitality Properties Limited Partnership [Member] | RepublicBank AZ Agreement [Member] | |||||||
Line of credit limit | $ 350,000 |
Line of Credit-Related Party (D
Line of Credit-Related Party (Details Narrative) - USD ($) | Dec. 01, 2014 | Jan. 01, 2012 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 27, 2014 |
Line of credit increased maximum borrowing capacity | $ 350,000 | ||||
Interest expense, related party | |||||
Notes payable, related parties | 145,000 | ||||
Note receivable - related party | 5,761 | ||||
Rare Earth [Member] | |||||
Line of credit interest rate | 7.00% | ||||
Line of credit maturity date | Dec. 31, 2017 | ||||
Line of credit increased maximum borrowing capacity | $ 1,000,000 | 1,000,000 | |||
Line of credit | 145,000 | ||||
Interest expense, related party | $ 28,911 | 7,618 | |||
Related party revenue | $ 5,761 | ||||
Tucson Hospitality Properties LP [Member] | Rare Earth [Member] | |||||
Proceeds from line of credit | $ 1,000,000 | ||||
Line of credit interest rate | 7.00% | ||||
Line of credit maturity date | Mar. 31, 2015 | ||||
Tucson Hospitality Properties LP [Member] | Rare Earth [Member] | Minimum [Member] | |||||
Line of credit increased maximum borrowing capacity | $ 1,000,000 | $ 1,400,000 | |||
Tucson Hospitality Properties LP [Member] | Rare Earth [Member] | Maximum [Member] | |||||
Line of credit increased maximum borrowing capacity | $ 1,400,000 | $ 2,000,000 |
Other Notes Payable (Details Na
Other Notes Payable (Details Narrative) - USD ($) | Dec. 05, 2016 | Jun. 20, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Notes payable outstanding to unrelated third parties | $ 18,000 | $ 54,690 | ||
Stock repurchased during period, shares | 68,265 | |||
Debt instrument interest rate | 7.00% | 7.00% | ||
Eight Unsecured Loans [Member] | ||||
Unsecured loan | $ 425,000 | |||
Two Unsecured Loans [Member] | ||||
Unsecured loan | $ 25,000 | |||
Hayes Loans [Member] | ||||
Debt instrument, description | The Hayes Loans requires from a 0-120 day notification of the demand to repay the loans prior to June 20, 2019. | |||
Hayes Loans [Member] | Minimum [Member] | ||||
Debt principal amounts | $ 25,000 | |||
Hayes Loans [Member] | Maximum [Member] | ||||
Debt principal amounts | 100,000 | |||
Sweitzer Loans [Member] | ||||
Unsecured loan | $ 50,000 | |||
Hayes Loans and Sweitzer Loans [Member] | ||||
Debt instrument interest rate | 7.00% | |||
Debt instrument, maturity date | Jun. 20, 2019 | |||
Debt principal amounts | $ 475,000 | |||
Three Separate Individuals [Member] | ||||
Notes payable outstanding to unrelated third parties | $ 555,000 | |||
Guy C. Hayden III [Member] | Hayes Loans [Member] | ||||
Debt instrument interest rate | 7.00% | |||
Unsecured loan | $ 80,000 | |||
Debt instrument, maturity date | Jun. 20, 2019 | |||
Class A Partnership Units [Member] | ||||
Stock repurchased during period, shares | 13,162 | 75,629 | ||
Debt due date | 2019-06 | 2019-06 |
Minimum Debt Payments - Schedul
Minimum Debt Payments - Scheduled of Minimum Payments of Debt (Details) | Jan. 31, 2017USD ($) |
2,018 | $ 3,204,074 |
2,019 | 818,379 |
2,020 | 662,606 |
2,021 | 588,066 |
2,022 | 588,066 |
Thereafter | 10,522,492 |
Long term debt | 16,383,683 |
Mortgages [Member] | |
2,018 | 511,483 |
2,019 | 536,327 |
2,020 | 562,368 |
2,021 | 588,066 |
2,022 | 588,066 |
Thereafter | 10,522,492 |
Long term debt | 13,308,802 |
Notes Payable To Bank [Member] | |
2,018 | 1,602,687 |
2,019 | 276,946 |
2,020 | 98,013 |
2,021 | |
2,022 | |
Thereafter | |
Long term debt | 1,977,646 |
Notes Payable - Related Party [Member] | |
2,018 | 145,000 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
Thereafter | |
Long term debt | 145,000 |
Lending from Affiliates - Related [Member] | |
2,018 | 379,167 |
2,019 | |
2,020 | |
2,021 | |
2,022 | |
Thereafter | |
Long term debt | 379,167 |
Other Notes Payable [Member] | |
2,018 | 565,737 |
2,019 | 5,106 |
2,020 | 2,225 |
2,021 | |
2,022 | |
Thereafter | |
Long term debt | $ 573,068 |
Description of Beneficial Int72
Description of Beneficial Interests (Details Narrative) - shares | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 |
Number of units were available for sale | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | ||
Stock repurchased during period, shares | 68,265 | ||||||||
Stock repurchase program, remaining number of shares authorized to be repurchased | 2.55 | 2.67 | |||||||
Stock repurchase program, number of shares authorized to be repurchased | 63,090 | ||||||||
Shares of Beneficial Interest [Member] | |||||||||
Stock repurchased during period, shares | 30,227 | 34,602 |
Federal Income Taxes (Details N
Federal Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Operating loss expiration date | 2019 to 2033 | |
Capital gain transactions | $ 75,000 | |
Accrued interest or penalties | ||
Federal [Member] | ||
Net operating loss carry forwards | $ 10,900,000 |
Federal Income Taxes -Schedule
Federal Income Taxes -Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,040,000 | $ 2,795,000 |
Bad debt allowance | (18,000) | (13,000) |
Accrued expenses | 84,000 | 76,000 |
Syndications | 5,179,000 | 5,128,000 |
Prepaid insurance | 30,000 | 23,000 |
Alternative minimum tax credit | 91,000 | 91,000 |
Total deferred income tax assets | 9,406,000 | 8,100,000 |
Deferred income tax liability associated with book/tax differences in hotel properties | (2,459,000) | (2,598,000) |
Net deferred income tax asset | 6,947,000 | 5,502,000 |
Valuation allowance | (6,947,000) | (5,502,000) |
Net deferred income tax asset |
Federal Income Taxes - Schedule
Federal Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Federal Income Taxes - Schedule Of Income Tax Provision Details | ||
Current income tax provision (benefit) | $ (227,000) | $ 96,000 |
Deferred income tax provision | ||
Net income tax provision (benefit) | $ (227,569) | $ 96,963 |
Federal Income Taxes - Schedu76
Federal Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rates | $ (878,000) | $ (112,000) |
State income taxes | (196,000) | (25,000) |
Change in valuation allowance | 1,445,000 | 1,270,000 |
True-ups to prior year return | (593,000) | (1,016,000) |
Others | (5,000) | (21,000) |
Effective rate | $ (227,569) | $ 96,963 |
Federal statutory rates | (34.00%) | (34.00%) |
State income taxes | (8.00%) | (7.00%) |
Change in valuation allowance | 56.00% | 67.00% |
True-ups to prior year return | (23.00%) | (33.00%) |
Others | 0.00% | 1.00% |
Effective rate | (9.00%) | (6.00%) |
Other Related Party Transacti77
Other Related Party Transactions (Details Narrative) - USD ($) | May 02, 2016 | Jan. 28, 2016 | Dec. 22, 2015 | Nov. 30, 2015 | Oct. 07, 2015 | Oct. 24, 2014 | Sep. 25, 2013 | Jul. 23, 2013 | Jan. 31, 2010 | Sep. 15, 2009 | Jan. 05, 2009 | Sep. 10, 2007 | Aug. 18, 2005 | Sep. 10, 2002 | Jan. 02, 2001 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 |
Sale of stock | $ 2,999,999 | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 350,000 | |||||||||||||||||
Number of units sale during the period | 350,000 | 250,000 | 300,000 | 350,000 | 350,000 | 350,000 | 250,000 | |||||||||||
Membership fees and reservation amount | $ 575,000 | $ 483,000 | ||||||||||||||||
Debt instrument interest rate | 7.00% | 7.00% | ||||||||||||||||
Interest income | $ 14,104 | |||||||||||||||||
Yuma Hospitality Properties Limited Partnership [Member] | ||||||||||||||||||
Restructuring fee | 350,000 | |||||||||||||||||
Number of units sale during the period | 750 | |||||||||||||||||
Rare Earth Financial, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Sale of stock, shares | 60,000 | 21,929 | 704,225 | 440,000 | ||||||||||||||
Sale of stock price per share | $ 2.50 | $ 2.28 | $ 2.13 | $ 2.50 | ||||||||||||||
Sale of stock | $ 150,000 | $ 49,998 | $ 1,499,999 | $ 1,100,000 | ||||||||||||||
Shares of beneficial interest issued for services rendered, shares | 200,000 | |||||||||||||||||
American Express Travel Related Services Company, Inc [Member] | Corporate Purchase Cards [Member] | ||||||||||||||||||
Line of credit maximum borrowing capacity | $ 50,000 | |||||||||||||||||
Line of credit interest per annum | $ 0 | |||||||||||||||||
Trust [Member] | ||||||||||||||||||
Advances to affiliate | $ 621,000 | |||||||||||||||||
Debt instrument interest rate | 7.00% | |||||||||||||||||
Trust [Member] | Corporate Purchase Cards [Member] | ||||||||||||||||||
Letters of credit outstanding, amount | $ 115,000 | 86,000 | ||||||||||||||||
Berg Investment Advisors [Member] | ||||||||||||||||||
Consultative services fee | 0 | 3,000 | ||||||||||||||||
Phoenix Northern Resort, LLC [Member] | ||||||||||||||||||
Advances to affiliate | $ 500,000 | 473,696 | ||||||||||||||||
Percentage of advances affiliate owns | 32.00% | |||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2017 | |||||||||||||||||
Debt instrument interest rate | 7.00% | |||||||||||||||||
Interest income | 3,696 | |||||||||||||||||
Lending from affiliate | 19,483 | |||||||||||||||||
Tempe/Phoenix Airport Resort LLC [Member] | ||||||||||||||||||
Advances to affiliate | $ 500,000 | 498,488 | ||||||||||||||||
Percentage of advances affiliate owns | 42.00% | |||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2017 | |||||||||||||||||
Debt instrument interest rate | 7.00% | |||||||||||||||||
Interest income | $ 3,489 | |||||||||||||||||
Lending from affiliate | $ 359,684 | |||||||||||||||||
InnSuites Hotel Located In Tucson Arizona [Member] | ||||||||||||||||||
Partnership ownership interest percentage | 51.01% | |||||||||||||||||
InnSuites Hotel Located In Ontario California [Member] | ||||||||||||||||||
Partnership ownership interest percentage | 51.48% | |||||||||||||||||
InnSuites Hotel Located in Yuma, Arizona [Member] | ||||||||||||||||||
Percentage of ownership interest held by the trust | 50.24% | |||||||||||||||||
InnSuites Hotel Located in Albuquerque New Mexico [Member] | ||||||||||||||||||
Percentage of ownership interest held by the trust | 50.91% | |||||||||||||||||
General Partner [Member] | ||||||||||||||||||
Partnership ownership interest percentage | 72.11% | 72.11% | ||||||||||||||||
Class B Limited Partnership Units [Member] | Yuma Hospitality Properties Limited Partnership [Member] | ||||||||||||||||||
Number of units sale during the period | 401.90 | |||||||||||||||||
Mr. Wirth and Affiliates [Member] | ||||||||||||||||||
Number of shares held for beneficial interest of trust | 6,939,429 | 6,175,205 | ||||||||||||||||
Percentage of shares issued and outstanding of beneficial interest | 71.93% | 70.24% | ||||||||||||||||
Yearly salary | $ 47,500 | |||||||||||||||||
Mr. Wirth and Affiliates [Member] | Class B Limited Partnership Units [Member] | ||||||||||||||||||
Number of partnership unit held for affiliates | 3,407,938 | 3,407,938 | ||||||||||||||||
Percentage of outstanding partnership units | 25.80% | 25.80% | ||||||||||||||||
InnSuites Hotels Inc [Member] | ||||||||||||||||||
Percentage of room revenue received from hotels owned by affiliates | 5.00% | |||||||||||||||||
InnSuites Hotels Inc [Member] | Mr. Wirth and Affiliates [Member] | ||||||||||||||||||
Percentage of room revenue received from hotels owned by affiliates | 3.00% | |||||||||||||||||
Related party, monthly accounting fee | $ 2,000 | |||||||||||||||||
Agreement term description | These agreements have no expiration date and may be cancelled by either party with 90-days written notice or 30-days written notice in the event the property changes ownership. | |||||||||||||||||
IBC Hotels [Member] | ||||||||||||||||||
Percentage of booking fee | 10.00% | |||||||||||||||||
IBC Hotels [Member] | Independent Lodging Industry Association [Member] | Revenue Sharing Agreement [Member] | ||||||||||||||||||
Percentage of booking fee | 10.00% | |||||||||||||||||
IBC Hotels [Member] | Independent Lodging Industry Association [Member] | Revenue Sharing Agreement [Member] | Remitted Fees from February, 2015 through June, 2015 [Member] | ||||||||||||||||||
Percentage of booking fee remitted back | 3.00% | |||||||||||||||||
IBC Hotels [Member] | Independent Lodging Industry Association [Member] | Revenue Sharing Agreement [Member] | Remitted Fees from July, 2015 through December, 2015 [Member] | ||||||||||||||||||
Percentage of booking fee remitted back | 2.00% | |||||||||||||||||
IBC Hotels [Member] | Independent Lodging Industry Association [Member] | Revenue Sharing Agreement [Member] | Remitted Fees from January, 2016 through June, 2016 [Member] | ||||||||||||||||||
Percentage of booking fee remitted back | 1.00% | |||||||||||||||||
Rare Earth Financial, LLC [Member] | Yuma Hospitality Properties Limited Partnership [Member] | ||||||||||||||||||
Restructuring fee | $ 350,000 | $ 350,000 | ||||||||||||||||
Number of units sale during the period | 150 | 150 |
Fair Value of Financial Instr78
Fair Value of Financial Instruments Schedule of Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Mortgage note payable, carrying amount | $ 13,308,802 | $ 13,792,592 |
Fair Values of Trust's Debt Instruments [Member] | ||
Mortgage note payable, carrying amount | 13,367,706 | 13,792,592 |
Mortgage notes payable, fair value | 13,473,018 | 13,909,744 |
Notes payable to banks, carrying amount | 2,019,758 | 932,289 |
Notes payable to banks, fair value | 2,019,758 | 932,289 |
Other notes payable, carrying amount | 18,069 | 54,691 |
Other notes payable, fair value | $ 18,195 | $ 60,963 |
Supplemental Cash Flow Disclo79
Supplemental Cash Flow Disclosures - Schedule of Cash Flow Supplemental Disclosures (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Supplemental Cash Flow Disclosures - Schedule Of Cash Flow Supplemental Disclosures Details | ||
Cash paid for interest | $ 743,932 | $ 906,340 |
Cash paid for income taxes | 57,719 | |
Purchase of IVH with issuance of shares of beneficial interest | 200,000 | |
Payment of mortgage directly from proceeds from sale of the Tucson St. Mary's property | $ 4,712,611 |
Commitments and Contingencies80
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 30, 2014 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2010 |
General and administrative expense related to the lease | $ 4,346,820 | $ 3,293,256 | ||
Restricted cash balance | 0 | 0 | ||
Membership fees and reservation amount | $ 575,000 | 483,000 | ||
Albuquerque Hotel [Member] | ||||
Lease expiration date extended | Jan. 14, 2014 | |||
Ground lease expiration year | 2,058 | |||
Lease expense | $ 147,587 | 137,716 | ||
Corporate Headquarters [Member] | ||||
Ground lease expiration year | 2,017 | |||
Lease term | 36 months | 5 years | ||
General and administrative expense related to the lease | 30,271 | $ 29,206 | ||
First Lease Year Beginning In Fiscal Year 2014 [Member] | ||||
Lease expense | 31,994 | |||
Lease Year Ending In Fiscal Year 2017 [Member] | ||||
Lease expense | $ 34,120 | |||
Tucson Oracle Property [Member] | ||||
Percentage of deposit used for capital expenditures | 4.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Jan. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 128,000 |
2,019 | 114,000 |
2,020 | 114,000 |
2,021 | 114,000 |
2,022 | 114,000 |
Thereafter | 5,473,000 |
Total | $ 6,057,000 |
Share-Based Payments (Details N
Share-Based Payments (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Options granted | 1,434,500 | |||
Fiscal 2017- Short-Term Cash and Equity Bonus Program [Member] | ||||
Targeted gross operating profit | $ 395,000 | $ 402,000 | ||
1997 Stock Incentive and Option Plan [Member] | ||||
Stock options expiration period | 10 years | |||
Options granted | 0 | 0 | ||
Options outstanding | 0 | 0 | ||
Options available to grant | 1,000,000 | |||
Class A and B Limited Partnership Units [Member] | ||||
Percentage of shares of beneficial interest and partnership unit | 10.00% |
Share-Based Payments - Summary
Share-Based Payments - Summary of Bonus Consisting of Cash and Shares of Beneficial Interest (Details) | Jan. 31, 2017USD ($)shares |
Pamela J. Barnhill [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 5,000 |
Shares of Beneficial Interest, Equity | shares | 3,000 |
Pamela J. Barnhill [Member] | 2017 Fiscal Year Bonus Program [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 25,000 |
Shares of Beneficial Interest, Equity | shares | 10,000 |
Pamela J. Barnhill [Member] | Target GOP [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 10,000 |
Shares of Beneficial Interest, Equity | shares | 10,000 |
Marc E. Berg [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 1,000 |
Shares of Beneficial Interest, Equity | shares | 750 |
Marc E. Berg [Member] | 2017 Fiscal Year Bonus Program [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 5,000 |
Shares of Beneficial Interest, Equity | shares | 2,500 |
Marc E. Berg [Member] | Target GOP [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 2,500 |
Shares of Beneficial Interest, Equity | shares | 2,500 |
Adam B. Remis [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 2,000 |
Shares of Beneficial Interest, Equity | shares | 1,500 |
Adam B. Remis [Member] | 2017 Fiscal Year Bonus Program [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 10,000 |
Shares of Beneficial Interest, Equity | shares | 5,000 |
Adam B. Remis [Member] | Target GOP [Member] | |
Shares of Beneficial Interest, Cash | $ | $ 5,000 |
Shares of Beneficial Interest, Equity | shares | 5,000 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 12 Months Ended |
Jan. 31, 2017Integer | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 0 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Total Assets | $ 22,172,832 | $ 23,940,689 |
Total Liabilities | 18,547,583 | 16,969,960 |
Fixed Assets, Net | 19,774,865 | 19,614,767 |
Total Revenue | 13,215,633 | 11,616,767 |
Income (Loss) From Operations | (2,088,510) | (678,304) |
Segment Reporting [Member] | ||
Total Revenue | 13,215,633 | 11,616,767 |
Income (Loss) From Operations | (2,088,510) | (678,304) |
Hotel Operations And Corporate Overhead [Member] | ||
Total Assets | 20,708,359 | 22,728,621 |
Total Liabilities | 15,280,624 | 15,145,321 |
Fixed Assets, Net | 19,552,396 | 19,479,148 |
Total Revenue | 12,548,903 | 11,413,992 |
Income (Loss) From Operations | (925,564) | (391,770) |
IBC Developments [Member] | ||
Total Assets | 1,464,473 | 1,212,068 |
Total Liabilities | 3,266,959 | 1,824,639 |
Fixed Assets, Net | 222,469 | 135,619 |
Total Revenue | 666,730 | 202,775 |
Income (Loss) From Operations | $ (1,162,946) | $ (286,534) |
Sale of Tucson Saint Mary's S86
Sale of Tucson Saint Mary's Suite Hospitality Property (Details Narrative) - USD ($) | Oct. 14, 2015 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2015 |
Revenue | $ 13,215,633 | $ 11,616,767 | ||
Operating expenses | 15,304,143 | 12,295,071 | ||
Accounts payables and accrued expenses | $ 2,163,900 | 2,190,390 | ||
Tucson Saint Mary's Suite Hospitality LLC [Member] | ||||
Proceeds from sale of hotel | $ 4,600,000 | |||
Repayment of mortgage note payable | 4,700,000 | |||
Accruals and payables | 379,000 | |||
Gain on sale of property | 2,400,000 | |||
Revenue | 2,855,000 | |||
Operating expenses | 3,376,000 | |||
Cash and receivables | 14,648 | |||
Accounts payables and accrued expenses | 27,000 | |||
Depreciation amortization and capital expenses | $ 233,000 | $ 341,000 | ||
Tucson Saint Mary's Suite Hospitality LLC [Member] | Unrelated Unit Holders [Member] | ||||
Proceeds from sale of hotel | $ 9,700,000 |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale - Schedule of Disposal Group Including Discontinued Operations Balance Sheet (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and Cash Equivalents | $ 2,153 | |
Accounts Receivable | 12,495 | |
Total Current Assets of Discontinued Operations | 14,648 | |
TOTAL ASSETS OF DISCONTINUED OPERATIONS | 14,648 | |
Accounts Payable and Accrued Expenses | 27,246 | |
Total Current Liabilities of Discontinued Operation | 27,246 | |
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS | $ 27,246 |
Discontinued Operations and A88
Discontinued Operations and Assets Held for Sale - Schedule of Disposal Group Including Discontinued Operation Statements and Cash Flow Statements (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Room | $ 2,172,153 | |
Food and Beverage | 658,881 | |
Other | 23,611 | |
TOTAL REVENUE | 2,854,645 | |
Room | 977,299 | |
Food and Beverage | 545,575 | |
Telecommunication | 1,947 | |
General and Administrative | 36,028 | 288,274 |
Sales and Marketing | 158,594 | |
Repairs and Maintenance | 246,591 | |
Hospitality | 182,872 | |
Utilities | 438,164 | |
Hotel Property Depreciation | 232,661 | |
Real Estate and Personal Property Taxes, Insurance and Ground Rent | 159,284 | |
Other | 6,528 | |
TOTAL OPERATING EXPENSES | 36,028 | 3,237,789 |
OPERATING LOSS | (36,028) | (383,144) |
Interest on Mortgage Notes Payable | 106,119 | |
Interest on Notes Payable to Banks | 32,105 | |
TOTAL INTEREST EXPENSE | 138,224 | |
CONSOLIDATED NET LOSS BEFORE DISCONTINUED OPERATIONS, NET OF NON-CONTROLLING INTEREST | (36,028) | (521,368) |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | (2,153) | 2,174,626 |
NET CASH USED IN INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | $ (3,422,911) |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Apr. 24, 2015 | Feb. 05, 2015 | Jan. 31, 2017 |
Stock option granted shares | 1,434,500 | ||
Board of Trustees [Member] | 2015 Plan Agreement [Member] | |||
Stock option grantee period | 4 years | ||
Shares of beneficial interest of trust exercise price per share | $ 3.50 | ||
Shares of beneficial interest of trust option | 10,000 | ||
Stock option award issued value | $ 0 | ||
Board of Trustees [Member] | 2015 Plan Agreement [Member] | Pamela Barnhill [Member] | |||
Shares of beneficial interest of trust option | 1,000,000 | ||
Board of Trustees [Member] | 2015 Plan Agreement [Member] | Adam Remis [Member] | |||
Shares of beneficial interest of trust option | 60,000 | ||
Board of Trustees [Member] | 2015 Equity Incentive Plan [Member] | |||
Shares of beneficial interest of trust are authorized to issued | 1,600,000 | ||
Non Employees [Member] | 2015 Plan Agreement [Member] | |||
Shares of beneficial interest of trust option | 10,000 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Vested (Details) | 12 Months Ended |
Jan. 31, 2017 | |
Tranche A [Member] | |
Shares for which the Stock Option is Vested | 1/3 |
Vesting date | May 17, 2016 |
Tranche B [Member] | |
Shares for which the Stock Option is Vested | 1/3 |
Vesting Date Description | 2nd anniversary of the Date of Grant |
Tranche C [Member] | |
Shares for which the Stock Option is Vested | 1/3 |
Vesting Date Description | 3rd anniversary of the Date of Grant |
Stock Options - Schedule of Per
Stock Options - Schedule of Performance Objective for Applicable Performance Period (Details) - IBC Hotels [Member] | 12 Months Ended |
Jan. 31, 2017USD ($) | |
Exercisable Tranche A [Member] | |
Performance Period | Jan. 31, 2016 |
Performance objective | $ 60,000 |
Exercisable Tranche A and B [Member] | |
Performance Period | Jan. 31, 2017 |
Performance objective | $ 200,000 |
Exercisable Tranche A, B and C [Member] | |
Performance Period | Jan. 31, 2018 |
Performance objective | $ 400,000 |
Acquisition of International 92
Acquisition of International Vacation Hotels (Details Narrative) - USD ($) | Jan. 08, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Debt instrument interest rate | 7.00% | 7.00% | |
Expected and future amortization expenses | $ 67,000 | ||
Laurence Holdings Limited [Member] | |||
Business loan | $ 400,000 | ||
Loan maturity date | Feb. 1, 2019 | ||
Loan term | 3 months | ||
Debt instrument interest rate | 8.00% | ||
Asset Purchase Agreement [Member] | International Vacation Hotels [Member] | |||
Payment of business consideration | $ 1,000,000 | ||
Payment to acquire business in cash | 800,000 | ||
Trust's shares of beneficial interest | $ 200,000 | ||
Trust's shares of beneficial interest, shares | 89,127 |
Acquisition of International 93
Acquisition of International Vacation Hotels - Schedule of Fair Values of Assets Acquired (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Total identifiable intangible assets | $ 500,000 | |
Goodwill | 500,000 | $ 500,000 |
Total acquired assets | 1,000,000 | |
Marketing Related Intangibles [Member] | ||
Total identifiable intangible assets | 100,000 | |
Customer Base [Member] | ||
Total identifiable intangible assets | $ 400,000 |
Acquisition of International 94
Acquisition of International Vacation Hotels - Schedule of Supplemental Pro forma Information (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Revenues | $ 13,215,633 | $ 11,616,767 |
Consolidated Net Loss | (2,626,754) | 339,440 |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (434,782) | (92,676) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ (2,191,972) | $ 432,116 |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - BASIC | $ (0.27) | $ (0.18) |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - BASIC | 0.22 | |
NET LOSS PER SHARE PER SHARE TOTAL - BASIC | (0.27) | 0.04 |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - DILUTED | (0.27) | (0.12) |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - DILUTED | 0.15 | |
NET LOSS PER SHARE PER SHARE TOTAL - DILUTED | $ (0.27) | $ 0.03 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 9,682,668 | 8,269,827 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 13,366,737 | 11,953,896 |
International Vacation Hotels [Member] | ||
Revenues | $ 11,616,767 | |
Consolidated Net Loss | 339,440 | |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (92,676) | |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ 432,116 | |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - BASIC | $ (0.18) | |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - BASIC | 0.22 | |
NET LOSS PER SHARE PER SHARE TOTAL - BASIC | 0.04 | |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - DILUTED | (0.12) | |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - DILUTED | 0.15 | |
NET LOSS PER SHARE PER SHARE TOTAL - DILUTED | $ 0.03 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 8,269,827 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 11,953,896 | |
International Vacation Hotels [Member] | Pro Forma [Member] | ||
Revenues | $ 12,616,499 | |
Consolidated Net Loss | 468,513 | |
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | (92,676) | |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS | $ 432,116 | |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - BASIC | $ (0.18) | |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - BASIC | 0.22 | |
NET LOSS PER SHARE PER SHARE TOTAL - BASIC | 0.04 | |
NET LOSS PER SHARE FROM CONTINUING OPERATIONS - DILUTED | (0.12) | |
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS - DILUTED | 0.15 | |
NET LOSS PER SHARE PER SHARE TOTAL - DILUTED | $ 0.03 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 8,269,827 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 11,953,896 |
Acquisition of International 95
Acquisition of International Vacation Hotels - Schedule of Intangible Assets (Details) | 12 Months Ended |
Jan. 31, 2017USD ($) | |
Intangible assets Gross | $ 500,000 |
Intangible assets Accumulated Amortization | 67,000 |
Intangible assets Net | 433,000 |
Marketing Related Intangibles [Member] | |
Intangible assets Gross | 100,000 |
Intangible assets Accumulated Amortization | 10,000 |
Intangible assets Net | $ 90,000 |
Intangible assets Useful Lives (years) | 10 years |
Customer Base [Member] | |
Intangible assets Gross | $ 400,000 |
Intangible assets Accumulated Amortization | 57,000 |
Intangible assets Net | $ 343,000 |
Intangible assets Useful Lives (years) | 7 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Feb. 28, 2017USD ($)$ / sharesshares | Feb. 21, 2017USD ($)Integer | Feb. 15, 2017shares | Apr. 25, 2017USD ($) |
Securities Purchase Agreement [Member] | ||||
Sale of beneficial interest of the trust | $ | $ 200,000 | |||
Sale of beneficial interest of the trust, shares | 111,111 | |||
Sale of stock, price per share | $ / shares | $ 1.80 | |||
Securities Purchase Agreement [Member] | James F. Wirth [Member] | ||||
Purchased shares of beneficial interest of trust | 55,556 | |||
Securities Purchase Agreement [Member] | Charles E Strickland [Member] | ||||
Purchased shares of beneficial interest of trust | 55,555 | |||
Class A, Class B and Class C [Member] | ||||
Limited liability limited partnership interests | 800 | |||
Class A [Member] | ||||
Units of partnership interest, description | Total interests outstanding will remain unchanged at 800 with Class A, Class B and Class C Limited Liability Limited Partnership Interests (referred to collectively as Interests) restructured with the Yuma Partnership purchasing 300 existing IHT Class B Interests and reissuing 300 Class A units to accredited investors as Class A Interests causing Yuma to offer and sell up to approximately 300 Class A (2017 series) Interests. Rare Earth, as a General Partner of Yuma, will coordinate the offering and sale of Class A Interests to qualified third parties. | |||
Class A [Member] | Maximum [Member] | ||||
Number of units sold during period | 300 | |||
Yuma Hospitality Properties LP [Member] | ||||
Sale of non-controlling partnership per units | $ | $ 10,000 | $ 1,470,000 | ||
Yuma Innsuites Best Western Hotel & Suites Hotel Property [Member] | ||||
Number of operating units | Integer | 166 |