SEC 8-K filings with transcript text
Jun 22, 2017
1 form8-ka.htm
Amendment No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2017
(Exact Name of Registrant as Specified in Charter)
Ohio
001-07062
34-6647590
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
Employer Identification No.)
InnSuites Hotels Centre, 1625 E. Northern Avenue,
Suite 105, Phoenix, AZ
85020
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (602) 944-1500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 8.01 of the Current Report on Form 8-K filed on June 22, 2017 (the “Original Form 8-K”) solely to correct an error on the Form 8-k. As previously furnished, the Exhibit reflected an incorrect record date of June 27, 2017 instead of correct record date of July 5, 2017. No other changes have been made to the Original Form 8-K.
Item 1.01 Entry Into a Material Definitive Agreement.
On February 15, 2017, InnSuites Hospitality Trust (“IHT”) and RRF Limited Partnership (“Partnership”) entered into a restructuring agreement included in Exhibit 10.1 with Rare Earth Financial, LLC (“REF”) to allow for the sale of non-controlling partnership units in Albuquerque Suite Hospitality LLC (“Albuquerque”) for $10,000 per unit, which operates the Best Western InnSuites Albuquerque Hotel and Suites Airport hotel property, a 100 unit hotel in Albuquerque, New Mexico (the “Property”). REF and IHT are restructuring the Albuquerque Membership Interest by creating 250 additional Class A membership interests from General Member majority-owned to accredited investor member-owned. In the event of sale of 250 Class A Interests, total interests outstanding will change from 550 to 600 with Class A, Class B and Class C Limited Liability Company Interests (referred to collectively as “Interests”) restructured with IHT selling approximately 200 Class B Interests to accredited investors as Class A Interest. REF, as a General Partner of Yuma, will coordinate the offering and sale of Class A Interests to qualified third parties. REF and other REF Affiliates may purchase Interests under the offering. This restructuring is part of the Trust’s Equity Enhancement Plan to comply with Section 1003(a)(iii) of the NYSE MKT Company Guide. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Restructuring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 19, 2017, IHT changed the terms of its Line of Credit / Promissory Note with Tempe/Phoenix Airport Resort LLC from a $500,000 to a $1,000,000 note and extended the maturity date from June 30, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 19, 2017, IHT changed the terms of its Demand / Revolving Line of Credit / Promissory Note with REF and extended the maturity date of the note from December 31, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On June 19, 2017, IHT terminated its Line of Credit / Promissory Note with Phoenix Northern Resort LLC which was originally created on December 22, 2015 with a maturity date of June 30, 2017
Jun 22, 2017
8-K 1 form8-k.htm
8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2017
(Exact Name of Registrant as Specified in Charter)
Ohio
001-07062
34-6647590
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
Employer Identification No.)
InnSuites Hotels Centre, 1625 E. Northern Avenue,
Suite 105, Phoenix, AZ
85020
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (602) 944-1500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On February 15, 2017, InnSuites Hospitality Trust (“IHT”) and RRF Limited Partnership (“Partnership”) entered into a restructuring agreement included in Exhibit 10.1 with Rare Earth Financial, LLC (“REF”) to allow for the sale of non-controlling partnership units in Albuquerque Suite Hospitality LLC (“Albuquerque”) for $10,000 per unit, which operates the Best Western InnSuites Albuquerque Hotel and Suites Airport hotel property, a 100 unit hotel in Albuquerque, New Mexico (the “Property”). REF and IHT are restructuring the Albuquerque Membership Interest by creating 250 additional Class A membership interests from General Member majority-owned to accredited investor member-owned. In the event of sale of 250 Class A Interests, total interests outstanding will change from 550 to 600 with Class A, Class B and Class C Limited Liability Company Interests (referred to collectively as “Interests”) restructured with IHT selling approximately 200 Class B Interests to accredited investors as Class A Interest. REF, as a General Partner of Yuma, will coordinate the offering and sale of Class A Interests to qualified third parties. REF and other REF Affiliates may purchase Interests under the offering. This restructuring is part of the Trust’s Equity Enhancement Plan to comply with Section 1003(a)(iii) of the NYSE MKT Company Guide. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Restructuring Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 19, 2017, IHT changed the terms of its Line of Credit / Promissory Note with Tempe/Phoenix Airport Resort LLC from a $500,000 to a $1,000,000 note and extended the maturity date from June 30, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On June 19, 2017, IHT changed the terms of its Demand / Revolving Line of Credit / Promissory Note with REF and extended the maturity date of the note from December 31, 2017 to June 30, 2019. The funds may be used for IHT working capital. The Trust and/or one or more of its subsidiaries may enter into similar arrangements to add additional working capital to select subsidiaries in the year ahead. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On June 19, 2017, IHT terminated its Line of Credit / Promissory Note with Phoenix Northern Resort LLC which was originally created on December 22, 2015 with a maturity date of June 30, 2017. Phoenix Northern Resort LLC sold its Best Western InnSuites Hotel and Suites property located in Phoenix, Arizona on February 14, 2017. The Best Western InnSuites Hotel and Suites property was not owned by IHT but was owned by affiliates of James Wirth, IHT’s CEO. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.4
May 4, 2017
8-K 1 form8-k.htm
8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2017
(Exact Name of Registrant as Specified in Charter)
Ohio
001-07062
34-6647590
(State or Other Jurisdiction of Incorporation)
(Commission
File Number)
Employer Identification No.)
InnSuites Hotels Centre,
1625 E. Northern Avenue, Suite 105
Phoenix, AZ
85020
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (602) 944-1500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02Results of Operations and Financial Condition.
On May 4, 2017, InnSuites Hospitality Trust (the “Trust”) announced additional financial information for the fiscal year ended January 31, 2017, and the Room Revenues for the first fiscal quarter ended April 30, 2017 as compared to the first fiscal quarter ended April 30, 2016, in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 to this Current Report on Form 8-K, including the exhibit, is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01Regulation FD Disclosure.
Information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated May 4, 2017.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
InnSuites Hospitality Trust
By: /s/ Adam B. Remis
Adam B. Remis
Chief Financial Officer
Date: May 4, 2017
Exhibit No.
Description
99.1
Press Release, dated May 4, 2017.
This page provides InnSuites Hospitality Trust Shares of Beneficial Interest (IHT) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on IHT's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.