Discontinued Operations | 10. Discontinued Operations Sale of IBC Discontinued operations during the nine months period ended October 31, 2018 consist of the operations from the IBC subsidiary. On August 15, 2018 Innsuites Hospitality Trust (IHT) entered into a final sale agreement for its subsidiary IBC Hotels LLC (IBC) with an effective sale date as of August 1, 2018 to a third party buyer (Buyer). The third-party purchaser hired IHT’s former Chief Operating Officer, who is a family member of IHT’s CEO. The sale price was $3,000,000 to be paid to IHT as follows: 1. $250,000 at closing, which was received on August 14, 2018; 2. A secured promissory note in the principal amount of $2,750,000 with interest to be accrued at 3.75% per annum, recorded in the accompanying condensed balance sheet in continuing operations. Interest shall accrue for the first 10 months (starting August 2018), thereafter for month 11 and 12 principal and interest payments of 50% ($25,632 per month), then the remaining amount to be amortized over 59 months (payments of $52,054 per month) with maturity in June 2024. Note is secured by (1) pledge of the Buyer’s interest, and (2) a security interest in all assets of IBC, provided IHT shall agree to subordinate such equity interest to commercially reasonable debt financing upon request. If after effective date IBC closes an equity transaction with net proceeds to IBC in excess of $2,500,000, IBC/Buyer shall pay to IHT an amount equal to (a) 50% of the net proceeds received by IBC and (b) 50% of the sum of the unpaid balance of the note and accrued interest accrued but unpaid interest thereon, as the date of receipt of the net proceeds by IBC. IHT has agreed to provide continuing working capital support for a period of six months in the amount of approximately $37,500 per month to IBC for transitional purposes. IHT has no managerial control nor does IHT have the ability to direct the operations or capital requirements of IBC as of August 1, 2018. IHT has no rights to any benefits or losses from IBC as of August 1, 2018. As a result of the sale, the Trust recorded a gain on sale of approximately $2,244,000, net of taxes of $0. The gain is determined by the sales prices of approximately $3,000,000 let the estimated book value of the assets acquired and liabilities assumed of approximately $431,000 and costs associated with the sale of approximately $325,000. Default If Buyer has not paid two or more payments on the note as scheduled, or if Buyer has not satisfied any other provisions in the note, IHT may give Buyer notice of default. If Buyer fails to cure the default within 30 days after notice (a) on or before February 5, 2020, then 75% of the issued and outstanding IBC interest shall be transferred to IHT, and (b) on or after February 5, 2020, then 51% of the issued and outstanding interest of the Company shall be transferred to IHT. Debt/Working Capital adjustment On or before the sixty calendar days following the effective date (August 1, 2018) Buyer shall prepare and deliver to IHT a written statement (closing statement) setting forth a calculation of the aggregate amount of (i) all indebtedness, (ii) working capital of IBC as of the close of business on the last business day immediately preceding the effective date (closing net working capital) , and (iii) a proposed adjustment to the principal amount of the note payable, calculated as follows: ● If the closing new working capital is between $0 and negative $100,000, the purchase price shall not be adjusted; ● If the closing working capital is less then negative $100,000, the principal amount of the note shall be decreased in amount equal to the amount by which the closing net working capital is greater than negative $100,000; and ● If the closing working capital is greater than $0, the principal amount of the note shall be increased in an amount equal to the closing working capital. There were no working capital adjustments to the sale price at the conclusion of the 60 day adjustment period. Office Lease/Contracts IHT will maintain an existing reservation center contract with IBC requiring IHT to make payments of $7,500 per month for a minimum of 6 months after closing. IHT will continue to rent office space to IBC on the same terms and conditions as in effect currently on a month to month basis at a monthly rent of approximately $2,500, terminable by either IHT or IBC on a 30-day prior written notice. Indemnification IHT has agreed to indemnify and hold harmless the Buyer from and against any and all losses suffered, sustained or incurred by any Buyer indemnified party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by IHT, (ii) any breach of a seller fundamental representation by IHT, (iii) any breach of any covenant made by IHT in this agreement, certification or writing delivered pursuant to the agreement, (iv) any claims or liabilities under, related to or in connection with any person status as a security holder of the company prior to closing, or (v) any transaction expense or indebtedness not accounted for in the final determination of the purchase price. Incentive Bonus On September 4, 2018, the Board approved to pay a $15,000 bonus to the daughter of the CEO, and who is the former Chief Operating Officer, in connection with the sale of IBC. The CEO’s daughter is now employed by the Company that acquired IBC. In addition, the Board approved to pay a $10,000 bonus to the Executive Vice President of the Trust in connection with the sale of IBC. These bonuses will be paid upon receipt of the monthly payments to be received in connection with the note receivable described above starting in September 2019 at $1,000 per month. The Trust also paid the former CFO a $5,000 compensation bonus related to the sale of IBC. Sale of Yuma Property Discontinued operations during the three and nine months ended October 31, 2018 consisted of the sale of the Yuma Hotel property. On July 31, 2018, IHT entered into a purchase and sale agreement to sell its Innsuites Yuma Hotel and Suites Best Western (Yuma), together with certain furniture, fixtures, equipment, operating supplies and other ancillary items pertaining to the daily operations to a third party. The sale was completed on October 24, 2018. The sales price, as revised, was approximately $16.05 million, of which the net proceeds (net of mortgage payoff, commissions and closing costs) received by the IHT was approximately $9.93 million. The Trust recorded a gain on sale of approximately $11,080,000, net of estimated tax of approximately $381,000. The gain was determined by the sale price less the estimated book value other assets sold of approximately $4,589,000. In connection with the sale of the Yuma property the related mortgage note payable in the amount of approximately $5,560,000 at the time of the sale was paid in full. The following tables list the assets and liabilities of discontinued operations at October 31, 2018 and January 31, 2018 and the discontinued operations for IBC and Yuma for the three and nine months period ended October 31, 2018 and IBC, Yuma and Ontario for the and three and nine months period October 31, 2017 DISCONTINUED OPERATIONS OCTOBER 31, 2018 Yuma ASSETS Current Assets: Cash and Cash Equivalents $ 9,985,750 Accounts Receivable 201,667 Prepaid Expenses and Other Current Assets 13,680 Total Current Assets of Discontinued Operations 10,201,097 Property, Plant and Equipment, net - TOTAL ASSETS OF DISCONTINUED OPERATIONS AND HELD FOR SALE $ 10,201,097 LIABILITIES LIABILITIES Current Liabilities: Accounts Payable and Accrued Expenses $ 651,951 Current Portion of Mortgage Notes Payable - Current Portion of Notes Payable to Banks - Current Portion of Other Notes Payable - Total Current Liabilities of Discontinued Operations 651,951 Mortgage Notes Payable - TOTAL LIABILITIES OF DISCONTINUED OPERATIONS AND HELD FOR SALE $ 651,951 DISCONTINUED OPERATIONS JANUARY 31, 2018 Total Yuma IBC Ontario ASSETS Current Assets: Cash and Cash Equivalents $ 200,705 178,317 22,388 - Accounts Receivable 265,377 70,139 195,238 - Prepaid Expenses and Other Current Assets 25,447 10,803 14,644 - Total Current Assets of Discontinued Operations 491,529 259,259 232,270 - Property, Plant and Equipment, net 5,240,535 4,815,664 424,871 - TOTAL ASSETS OF DISCONTINUED OPERATIONS AND HELD FOR SALE $ 5,732,064 5,074,922 657,141 - LIABILITIES LIABILITIES Current Liabilities: Accounts Payable and Accrued Expenses $ 607,941 269,242 251,723 86,976 Current Portion of Mortgage Notes Payable - Current Portion of Notes Payable to Banks 165,239 165,239 Current Portion of Other Notes Payable 123,859 123,859 - Total Current Liabilities of Discontinued Operations 897,039 434,481 375,582 86,976 Mortgage Notes Payable and Notes to Bank 5,490,374 5,490,374 - - TOTAL LIABILITIES OF DISCONTINUED OPERATIONS AND HELD FOR SALE $ 6,387,413 5,924,855 375,582 86,976 FOR THE THREE MONTHS ENDED OCTOBER 31, 2018 2018 IBC Yuma REVENUE Room $ 971,476 $ 971,476 Food and Beverage 5,920 5,920 Reservation and Convention 0 Other 5,996 5,996 TOTAL REVENUE 983,392 - 983,392 OPERATING EXPENSES Room 725,776 725,776 Food and Beverage 5,205 5,205 Telecommunications 5,421 5,421 General and Administrative 390,236 86,530 303,706 Sales and Marketing 121,928 36,428 85,500 Reservation Acquisition Costs - Repairs and Maintenance 63,031 63,031 Hospitality 50,007 50,007 Utilities 51,958 51,958 Depreciation 114,314 114,314 Intangible Amortization - Real Estate and Personal Property Taxes, Insurance and Ground Rent 46,279 46,279 Other - TOTAL OPERATING EXPENSES 1,574,154 122,958 1,451,195 OPERATING LOSS (590,761 ) (122,958 ) (467,803 ) Interest Income - TOTAL OTHER INCOME - - - Interest on Mortgage Notes Payable 72,420 72,420 Interest on Notes Payable to Banks 12,075 12,075 Interest on Other Notes Payable - TOTAL INTEREST EXPENSE 84,496 - 84,496 CONSOLIDATED NET LOSS OF DISCONTINUED OPERATIONS $ (675,257 ) $ (122,958 ) $ (552,299 ) FOR THE THREE MONTHS ENDED OCTOBER 31, 2017 2017 IBC Yuma Ontario REVENUE Room $ 1,033,218 $ 1,033,218 Food and Beverage 10,839 10,839 Reservation and Convention 365,749 365,749 Other 5,346 5,346 TOTAL REVENUE 1,415,152 365,749 1,049,403 - OPERATING EXPENSES Room 224,201 224,201 Food and Beverage 15,563 15,563 Telecommunications 5,689 5,689 General and Administrative 477,627 363,303 92,623 21,701 Sales and Marketing 564,472 483,289 81,183 Reservation Acquisition Costs - Repairs and Maintenance 86,296 86,296 Hospitality 54,643 54,643 Utilities 64,160 64,160 Depreciation 146,984 26,541 120,443 Intangible Amortization 16,750 16,750 Real Estate and Personal Property Taxes, Insurance and Ground Rent 21,284 21,284 Other 150 150 TOTAL OPERATING EXPENSES 1,677,819 889,883 766,235 21,701 OPERATING LOSS (262,667 ) (524,134 ) 283,168 (21,701 ) Interest Income - TOTAL OTHER INCOME - - - - Interest on Mortgage Notes Payable 83,178 83,178 Interest on Notes Payable to Banks 4,767 4,767 Interest on Other Notes Payable 26 26 TOTAL INTEREST EXPENSE 87,970 4,767 83,203 - CONSOLIDATED NET LOSS OF DISCONTINUED OPERATIONS $ (350,637 ) $ (528,901 ) $ 199,965 $ (21,701 ) FOR THE NINE MONTHS ENDED OCTOBER 31, 2018 2018 IBC Yuma REVENUE Room $ 3,225,783 3,225,783 Food and Beverage 27,569 27,569 Reservation and Convention 265,281 265,281 Other 41,057 41,057 TOTAL REVENUE 3,559,691 265,281 3,294,410 OPERATING EXPENSES Room 1,243,699 1,243,699 Food and Beverage 34,136 34,136 Telecommunications 21,803 21,803 General and Administrative 1,041,658 493,451 548,206 Sales and Marketing 636,119 384,038 252,082 Reservation Acquisition Costs 142,842 142,842 Repairs and Maintenance 180,112 180,112 Hospitality 167,095 167,095 Utilities 149,635 149,635 Depreciation 396,642 51,008 345,634 Intangible Amortization - Real Estate and Personal Property Taxes, Insurance and Ground Rent 88,344 88,344 Other 5,486 5,486 TOTAL OPERATING EXPENSES 4,107,570 1,071,340 3,036,231 OPERATING LOSS (547,880 ) (806,059 ) 258,179 Interest Income - TOTAL OTHER INCOME - - - Interest on Mortgage Notes Payable 212,573 212,573 Interest on Notes Payable to Banks - Interest on Other Notes Payable 41,543 3,725 37,819 TOTAL INTEREST EXPENSE 254,116 3,725 250,391 CONSOLIDATED NET LOSS OF DISCONTINUED OPERATIONS $ (801,996 ) $ (809,784 ) $ 7,788 FOR THE NINE MONTHS ENDED OCTOBER 31, 2017 2017 IBC Yuma Ontario REVENUE Room $ 4,405,046 3,007,722 1,397,324 Food and Beverage 95,511 30,535 64,976 Reservation and Convention 887,274 887,274 Other 24,987 16,544 8,443 TOTAL REVENUE 5,412,819 887,274 3,054,802 1,470,743 OPERATING EXPENSES Room 1,648,772 708,874 939,898 Food and Beverage 110,663 44,511 66,152 Telecommunications 24,116 24,116 - General and Administrative 1,504,218 952,710 272,692 278,815 Sales and Marketing 1,353,825 1,008,029 222,496 123,300 Reservation Acquisition Costs - Repairs and Maintenance 319,309 219,160 100,149 Hospitality 278,896 156,669 122,227 Utilities 239,965 165,325 74,640 Depreciation 604,610 75,083 351,703 177,824 Intangible Amortization 50,250 50,250 Real Estate and Personal Property Taxes, Insurance and Ground Rent 127,484 71,469 56,015 Other 1,457 (2,111 ) 3,568 TOTAL OPERATING EXPENSES 6,263,564 2,086,073 2,234,904 1,942,588 OPERATING LOSS (850,745 ) (1,198,799 ) 819,899 (471,845 ) Interest Income 961 961 TOTAL OTHER INCOME 961 - - 961 Interest on Mortgage Notes Payable 352,203 224,416 127,787 Interest on Notes Payable to Banks 16,666 16,666 Interest on Other Notes Payable 454 26 428 TOTAL INTEREST EXPENSE 369,322 16,666 224,441 128,215 CONSOLIDATED NET LOSS OF DISCONTINUED OPERATIONS $ (1,219,106 ) $ (1,215,465 ) $ 595,457 $ (599,099 ) |