PROCACCIANTI HOTEL REIT, INC. Files 2023 10-K

TL;DR

<b>PROCACCIANTI HOTEL REIT, INC. filed its 2023 10-K, detailing financial performance and corporate structure.</b>

AI Summary

PROCACCIANTI HOTEL REIT, INC. (PRXA) filed a Annual Report (10-K) with the SEC on March 25, 2024. Filed 10-K for the fiscal year ending December 31, 2023. Company is PROCACCIANTI HOTEL REIT, INC., SIC code 6798 (Real Estate Investment Trusts). Incorporated in Maryland, with principal business address at 1140 Reservoir Avenue, Cranston, RI 02920. Filed as of March 25, 2024. Includes data for fiscal years 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking PROCACCIANTI HOTEL REIT, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial health and operational status for the fiscal year 2023, crucial for investors assessing performance and future prospects. The filing contains detailed financial statements and disclosures, enabling stakeholders to understand the company's asset base, liabilities, and equity as of December 31, 2023.

Risk Assessment

Risk Level: — PROCACCIANTI HOTEL REIT, INC. shows moderate risk based on this filing. The filing is a standard 10-K, which is a routine annual report and does not contain immediate red flags or significant new risks beyond typical disclosures for a REIT.

Analyst Insight

Review the detailed financial statements and segment information within the 10-K to understand the company's performance and asset allocation.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-25 — Filing Date (Date the 10-K was filed)
• 2017-05-24 — IPO Date (Date of Initial Public Offering)

Key Players & Entities

• PROCACCIANTI HOTEL REIT, INC. (company) — Filer name
• 1140 Reservoir Avenue, Cranston, RI 02920 (company) — Business and mailing address
• 6798 (company) — Standard Industrial Classification for Real Estate Investment Trusts
• MD (company) — State of incorporation

FAQ

Industry Context

The company operates as a Real Estate Investment Trust (REIT) within the real estate sector, focusing on hotel properties.

Regulatory Implications

As a publicly traded company, PROCACCIANTI HOTEL REIT, INC. is subject to SEC regulations, including the requirement to file annual reports (10-K) under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze the balance sheet for assets, liabilities, and equity as of December 31, 2023.
2. Examine any disclosed revenue or net income figures for the fiscal year 2023.
3. Review the company's business description and risk factors for operational insights.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-25: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This is the 2023 10-K filing, providing the latest annual financial and operational data for PROCACCIANTI HOTEL REIT, INC.

Key Financial Figures

• $11.53 — 75,909,818 , assuming a market value of $11.53 per share of Class K common stock, $11.
• $11.96 — 53 per share of Class K-I common stock, $11.96 per share of Class K-T common stock, $2
• $22.76 — 96 per share of Class K-T common stock, $22.76 per share of Class A common stock and $
• $14.77 — 6 per share of Class A common stock and $14.77 per share for Class B common stock. As
• $15,582,755 — uch termination, received approximately $15,582,755 in gross proceeds from the sale of shar
• $2,954,095 — Table of Contents proceeds received, $2,954,095 was from the sale of A Shares to TPG Ho
• $41,274,755 — ber 31, 2023, we received approximately $41,274,755 in gross proceeds from the sale of K Sh
• $1,452,853 — inclusive of proceeds from the sale of $1,452,853 of K Shares, $950,215 of K-I Shares and
• $950,215 — rom the sale of $1,452,853 of K Shares, $950,215 of K-I Shares and $71,524 of K-T Shares
• $71,524 — of K Shares, $950,215 of K-I Shares and $71,524 of K-T Shares pursuant to the DRIP. Add
• $1,500,000 — 2019 and January 19, 2021, we received $1,500,000, $690,000 and $440,000, respectively, f
• $690,000 — nuary 19, 2021, we received $1,500,000, $690,000 and $440,000, respectively, from the sa
• $440,000 — 1, we received $1,500,000, $690,000 and $440,000, respectively, from the sale of A Share
• $14.77 M — , 2023 $11.53 $11.53 $11.96 $22.76 $14.77 March 31, 2022 June 27, 2022 $10.29 $1
• $10.29 — $14.77 March 31, 2022 June 27, 2022 $10.29 $10.29 $10.29 $13.34 $1.25 March 3

Filing Documents

• tmb-20231231x10k.htm (10-K) — 3397KB
• tmb-20231231xex23d1.htm (EX-23.1) — 3KB
• tmb-20231231xex31d1.htm (EX-31.1) — 14KB
• tmb-20231231xex31d2.htm (EX-31.2) — 13KB
• tmb-20231231xex32d1.htm (EX-32.1) — 12KB
• 0001558370-24-003833.txt (&nbsp;) — 10725KB
• tmb-20231231.xsd (EX-101.SCH) — 72KB
• tmb-20231231_cal.xml (EX-101.CAL) — 42KB
• tmb-20231231_def.xml (EX-101.DEF) — 300KB
• tmb-20231231_lab.xml (EX-101.LAB) — 427KB
• tmb-20231231_pre.xml (EX-101.PRE) — 411KB
• tmb-20231231x10k_htm.xml (XML) — 1785KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 12 Item 1B. Unresolved Staff Comments 60 Item 1C. Cybersecurity 60 Item 2.

Properties

Properties 62 Item 3.

Legal Proceedings

Legal Proceedings 62 Item 4. Mine Safety Disclosures 62 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 63 Item 6. [R eserved] 68 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 68 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 92 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 92 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92 Item 9A.

Controls and Procedures

Controls and Procedures 93 Item 9B. Other Information 93 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93 PART III Item 10. Directors, Executive Offers and Corporate Governance 94 Item 11.

Executive Compensation

Executive Compensation 99 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 104 Item 14. Principal Accountant Fees and Services 107 PART IV Item 15. Exhibits and Financial Statement Schedules 110 Item 16. Form 10-K Summary 116

Signatures

Signatures 117 Index to Consolidated Financial Statements F-1 i Table of Contents Cautionary Note Regarding Forward-Looking Statements Certain statements included in this Annual Report on Form 10-K (this "Annual Report") that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as "may," "should," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology. The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, and other important factors, include, among others, the risks, the uncertainties and f

Business

Item 1. Business Overview Procaccianti Hotel REIT, Inc. (which is referred to in this Annual Report, as context requires, as the "Company," "we," "us," or "our") was formed on August 24, 2016, under the laws of Maryland to acquire and own a diverse portfolio of hospitality properties consisting primarily of select-service, extended-stay and compact full-service hotel properties throughout the United States. As of December 31, 2023, we owned an interest in five select-service hotel properties. We elected to be taxed as, and currently operate as, a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2018. Substantially all of our business is conducted through Procaccianti Hotel REIT, L.P., a Delaware limited partnership (the "Operating Partnership"). We are the sole general partner of the Operating Partnership. We are externally managed by PHA pursuant to an advisory agreement by and among us, our Operating Partnership and PHA, dated August 2, 2018 (as amended, the "Advisory Agreement"). PHA is an affiliate of our sponsor, Procaccianti Companies, Inc. ("Sponsor"). To maintain our qualification as a REIT, the Company cannot operate its hotels. Therefore, the Operating Partnership and its subsidiaries lease our wholly owned hotels to taxable REIT subsidiary lessees ("TRS Lessees"), which are wholly owned by the Company's taxable REIT subsidiary ("TRS") holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel room revenue. Lease revenue from each TRS Lessee is eliminated in consolidation for financial statement purposes. The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. These may include TPG Hotels & Resorts, Inc., an affi

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View this 10-K filing on SEC EDGAR