ASHFORD HOSPITALITY TRUST INC [AHT] Filings

10-Q 1 aht-20220630.htm 10-Q aht-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland						86-1062192
(State or other jurisdiction of incorporation or organization)						(IRS employer identification number)

14185 Dallas Parkway
Suite 1200
Dallas
Texas						75254
(Address of principal executive offices)						(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Stock, $0.01 par value per share						34,499,478
(Class)						Outstanding at August 3, 2022

ASHFORD HOSPITALITY TRUST, INC.

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2022

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021			2
Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021			3
Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2022 and 2021			4
Consolidated Statements of Equity (Deficit) for the three and six months ended June 30, 2022 and 2021			5
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021			7
Notes to Consolidated Financial Statements			9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			34
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			51
ITEM 4. CONTROLS AND PROCEDURES			51
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			51
ITEM 1A. RISK FACTORS			52
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			52
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			53
ITEM 4. MINE SAFETY DISCLOSURES			53
ITEM 5. OTHER INFORMATION			53
ITEM 6. EXHIBITS			53
SIGNATURES			54

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited)

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)


	June 30, 2022		December 31, 2021
ASSETS


Investments in hotel properties, net	$	3,137,388	$	3,230,710
Cash and cash equivalents	537,822		592,110
Restricted cash	125,995		99,534

Accounts receivable, net of allowance of $489 and $455, respectively	57,165		37,720
Inventories	3,538		3,291
Notes receivable, net	4,889		8,723
Investments in unconsolidated entities	10,949		11,253
Deferred costs, net	3,829		5,001
Prepaid expenses	11,354		13,384
Derivative assets	11,132		501
Operating lease right-of-use assets	44,218		44,575
Other assets	13,639		16,150
Intangible assets	797		797


Due from Ashford Inc., net	—		25
Due from related parties, net	6,232		7,473
Due from third-party hotel managers	24,684		26,896
Assets held for sale	36,535		—
Total assets	$	4,030,166	$	4,098,143
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net	$	3,843,543	$	3,887,822
Accounts payable and accrued expenses	132,060		117,650
Accrued interest payable	10,995		15,432
Dividends and distributions payable	3,104		3,104

Due to Ashford Inc., net	1,123		—

Due to related parties, net	—		728
Due to third-party hotel managers	1,498		1,204
Intangible liabilities, net	2,137		2,177
Operating lease liabilities	44,874		45,106

Other liabilities	4,579		4,832
Liabilities related to assets held for sale	30,688
Total liabilities	4,074,601		4,078,055
Commitments and contingencies (note 16)
Redeemable noncontrolling interests in operating partnership	21,308		22,742
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:

Series D Cumulative Preferred Stock, 1,174,427 shares issued and outstanding at June 30, 2022 and December 31, 2021	12		12
Series F Cumulative Preferred Stock, 1,251,044 shares issued and outstanding at June 30, 2022 and December 31, 2021	12		12
Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at June 30, 2022 and December 31, 2021	15		15
Series H Cumulative Preferred Stock, 1,308,415 shares issued and outstanding at June 30, 2022 and December 31, 2021	13		13
Series I Cumulative Preferred Stock, 1,252,923 shares issued and outstanding at June 30, 2022 and December 31, 2021	13		13
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,487,370 and 34,490,381 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	345		345
Additional paid-in capital	2,382,197		2,379,906
Accumulated deficit	(2,448,350)		(2,382,970)


Total equity (deficit)	(65,743)		(2,654)
Total liabilities and equity/deficit	$	4,030,166	$	4,098,143

See Notes to Consolidated Financial Statements.

Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
REVENUE
Rooms	$	275,528	$	160,031	$	470,858	$	257,145
Food and beverage	54,316		19,840		91,076		27,743
Other hotel revenue	17,423		12,986		31,859		23,414
Total hotel revenue	347,267		192,857		593,793		308,302
Other	828		555		1,440		940
Total revenue	348,095		193,412		595,233		309,242
EXPENSES
Hotel operating expenses:
Rooms	59,782		37,621		107,786		61,494
Food and beverage	37,610		13,298		64,782		19,676
Other expenses	111,452		76,072		203,500		131,841
Management fees	12,312		7,441		21,866		12,968
Total hotel expenses	221,156		134,432		397,934		225,979
Property taxes, insurance and other	17,289		17,128		33,748		34,599
Depreciation and amortization	50,896		55,595		103,016		113,222



Advisory services fee	12,277		19,554		25,663		31,715
Corporate, general and administrative	4,510		2,702		7,614		9,699
Total expenses	306,128		229,411		567,975		415,214
Gain (loss) on disposition of assets and hotel properties	181		361		284		292
OPERATING INCOME (LOSS)	42,148		(35,638)		27,542		(105,680)
Equity in earnings (loss) of unconsolidated entities	(151)		(141)		(304)		(278)
Interest income	526		—		577		13
Other income (expense)	84		245		185		474
Interest expense and amortization of discounts and loan costs	(48,393)		(35,736)		(91,952)		(69,000)
Write-off of premiums, loan costs and exit fees	(971)		(787)		(1,698)		(4,166)
Gain (loss) on extinguishment of debt	—		10,604		—		10,604

Unrealized gain (loss) on derivatives	6,074		(3,236)		9,285		(2,317)
INCOME (LOSS) BEFORE INCOME TAXES	(683)		(64,689)		(56,365)		(170,350)
Income tax (expense) benefit	(5,563)		(572)		(5,683)		(301)



NET INCOME (LOSS)	(6,246)		(65,261)		(62,048)		(170,651)
(Income) loss attributable to noncontrolling interest in consolidated entities	—		13		—		94
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	76		956		448		3,227
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(6,170)		(64,292)		(61,600)		(167,330)
Preferred dividends	(3,104)		2,709		(6,207)		3,527
Gain (loss) on extinguishment of preferred stock	—		(7,887)		—		2,748
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(9,274)	$	(69,470)	$	(67,807)	$	(161,055)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:


Net income (loss) attributable to common stockholders	$	(0.27)	$	(4.35)	$	(1.98)	$	(13.21)
Weighted average common shares outstanding – basic	34,330		15,957		34,300		12,178
Diluted:


Net income (loss) attributable to common stockholders	$	(0.27)	$	(4.35)	$	(1.98)	$	(13.21)
Weighted average common shares outstanding – diluted	34,330		15,957		34,300		12,178

See Notes to Consolidated Financial Statements.

Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income (loss)	$	(6,246)	$	(65,261)	$	(62,048)	$	(170,651)
Other comprehensive income (loss), net of tax:


Total other comprehensive income (loss)	—		—		—		—
Comprehensive income (loss)	(6,246)		(65,261)		(62,048)		(170,651)
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities	—		13		—		94
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	76		956		448		3,227
Comprehensive income (loss) attributable to the Company	$	(6,170)	$	(64,292)	$	(61,600)	$	(167,330)

See Notes to Consolidated Financial Statements.

Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands except per share amounts)


		Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Total		Redeemable Noncontrolling Interests in Operating Partnership
	Series D		Series F			Series G			Series H			Series I			Common Stock
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at March 31, 2022		1,174	$	12	1,251	$	12	1,532	$	15	1,308	$	13	1,253	$	13	34,479	$	345	$	2,381,191	$	(2,441,964)	$	(60,363)	$	23,249

Purchases of common stock		—	—		—	—		—	—		—	—		—	—		(7)	—		(34)		—		(34)		—
Equity-based compensation		—	—		—	—		—	—		—	—		—	—		—	—		1,118		—		1,118		1,023
Forfeitures of restricted shares		—	—		—	—		—	—		—	—		—	—		(1)	—		—		—		—		—
Issuance of restricted shares/units		—	—		—	—		—	—		—	—		—	—		16	—		—		—		—		—



Common stock offering costs		—	—		—	—		—	—		—	—		—	—		—	—		(78)		—		(78)		—


Dividends declared – preferred stock - Series D ($0.53/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(620)		(620)		—
Dividends declared – preferred stock - Series F ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(576)		(576)		—
Dividends declared – preferred stock - Series G ($0.46/share)		—	—		—	—		—	—		—

ASHFORD HOSPITALITY TRUST INC [AHT] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PD] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PH] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PI] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PF] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PG] Filings
10-Q	[2022-08-05]
10-Q	[2022-05-06]
10-K	[2022-02-28]
10-Q	[2021-11-08]
10-Q	[2021-08-06]
10-Q	[2021-05-10]
10-K	[2021-03-16]
10-Q	[2020-11-09]
10-Q	[2020-08-03]
10-Q	[2020-05-28]
10-K	[2020-03-12]
10-Q	[2019-11-06]
10-Q	[2019-08-06]
10-Q	[2019-05-08]
10-K	[2019-03-01]
10-Q	[2018-11-02]
10-Q	[2018-08-09]
10-Q	[2018-05-09]
10-K	[2018-03-14]
10-Q	[2017-11-07]
10-Q	[2017-08-08]
10-Q	[2017-05-10]
10-K	[2017-03-16]
10-Q	[2016-11-09]
10-Q	[2016-08-09]
10-Q	[2016-05-10]
10-K	[2016-02-29]
10-Q	[2015-11-09]
10-Q	[2015-08-10]
10-Q	[2015-05-11]
10-K	[2015-03-02]
10-Q	[2014-11-07]
10-Q	[2014-08-11]
10-Q	[2014-05-12]
10-K	[2014-03-03]
10-Q	[2013-11-07]
10-Q	[2013-08-07]
10-Q	[2013-05-09]
10-K	[2013-03-01]
10-Q	[2012-11-07]
10-Q	[2012-08-03]
10-Q	[2012-05-08]
10-K	[2012-02-28]

ASHFORD HOSPITALITY TRUST INC [AHT] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PD] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PH] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PI] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PF] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PG] Filings