ASHFORD HOSPITALITY TRUST INC [AHT-PD] Filings

10-Q 1 aht-20240630.htm 10-Q aht-20240630

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, 2024


☐			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						50,196,580
(Class)						Outstanding at August 6, 2024

ASHFORD HOSPITALITY TRUST, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023			2
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023			3
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2024 and 2023			4
Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, 2024 and 2023			5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023			11
Notes to Consolidated Financial Statements			13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			44
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			66
ITEM 4. CONTROLS AND PROCEDURES			66
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			66
ITEM 1A. RISK FACTORS			67
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			67
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			67
ITEM 4. MINE SAFETY DISCLOSURES			67
ITEM 5. OTHER INFORMATION			68
ITEM 6. EXHIBITS			68
SIGNATURES			70

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, 2024		December 31, 2023
ASSETS


Investments in hotel properties, net ($131,869 and $122,938 attributable to VIEs).	$	2,503,091	$	2,951,932
Contract asset	390,104		—
Cash and cash equivalents ($3,845 and $2,363 attributable to VIEs)	121,774		165,231
Restricted cash ($6,480 and $17,346 attributable to VIEs)	124,501		146,079

Accounts receivable ($221 and $271 attributable to VIEs), net of allowance of $898 and $1,214, respectively	61,319		45,521
Inventories ($5 and $5 attributable to VIEs)	3,612		3,679
Notes receivable, net	10,846		7,369


Investments in unconsolidated entities	9,265		9,960
Deferred costs, net ($197 and $218 attributable to VIEs)	1,666		1,808
Prepaid expenses ($677 and $651 attributable to VIEs)	15,207		12,806
Derivative assets	16,332		13,696
Operating lease right-of-use assets	43,905		44,047
Other assets ($1,956 and $1,433 attributable to VIEs)	17,677		25,309
Intangible assets	797		797


Due from related parties, net ($20 and $0 attributable to VIEs)	4,169		—
Due from third-party hotel managers	22,163		21,664
Assets held for sale	—		12,383
Total assets	$	3,346,428	$	3,462,281
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($71,576 and $70,073 attributable to VIEs)	$	2,758,649	$	3,040,951
Debt associated with hotels in receivership	355,120		355,120
Finance lease liability	18,235		18,469
Other finance liability ($26,963 and $26,858 attributable to VIEs)	26,963		26,858
Accounts payable and accrued expenses ($11,140 and $14,405 attributable to VIEs)	134,571		129,323
Accrued interest payable ($509 and $241 attributable to VIEs)	11,788		12,985
Accrued interest associated with hotels in receivership	34,984		14,024
Dividends and distributions payable ($1 and $147 attributable to VIEs)	3,767		3,566

Due to Ashford Inc., net ($4,289 and $1,396 attributable to VIEs)	7,513		13,261

Due to related parties, net ($0 and $123 attributable to VIEs)	—		5,874
Due to third-party hotel managers ($128 and $110 attributable to VIEs)	1,272		1,193
Intangible liabilities, net	1,997		2,017
Operating lease liabilities	44,559		44,765

Other liabilities	3,357		3,499
Liabilities related to assets held for sale	—		14,653
Total liabilities	3,402,775		3,686,558
Commitments and contingencies (note 17)
Redeemable noncontrolling interests in operating partnership	22,972		22,007
Series J Redeemable Preferred Stock, $0.01 par value, 5,206,397 and 3,475,318 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	119,817		79,975
Series K Redeemable Preferred Stock, $0.01 par value, 357,934 and 194,193 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	8,840		4,783
Equity (deficit):
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,159,927 and 1,159,927 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	12		12
Series F Cumulative Preferred Stock, 1,095,244 and 1,175,344 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	11		11
Series G Cumulative Preferred Stock, 1,503,296 and 1,531,996 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	15		15
Series H Cumulative Preferred Stock, 1,090,190 and 1,170,325 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	11		12
Series I Cumulative Preferred Stock, 1,104,023 and 1,160,923 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	11		12
Common stock, $0.01 par value, 400,000,000 shares authorized, 46,757,956 and 37,422,056 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	468		374
Additional paid-in capital	2,389,941		2,382,975
Accumulated deficit	(2,616,339)		(2,729,312)
Total stockholders’ equity (deficit) of the Company	(225,870)		(345,901)
Noncontrolling interest in consolidated entities	17,894		14,859
Total equity (deficit)	(207,976)		(331,042)
Total liabilities and equity/deficit	$	3,346,428	$	3,462,281

See Notes to Consolidated Financial Statements.

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,
	2024		2023		2024		2023
REVENUE
Rooms	$	243,605	$	293,915	$	472,812	$	546,870
Food and beverage	55,260		61,747		112,618		120,738
Other hotel revenue	16,934		19,316		33,626		35,598
Total hotel revenue	315,799		374,978		619,056		703,206
Other	683		771		1,322		1,429
Total revenue	316,482		375,749		620,378		704,635
EXPENSES
Hotel operating expenses:
Rooms	54,073		66,035		108,753		125,238
Food and beverage	37,508		41,910		75,339		81,700
Other expenses	104,680		118,959		211,506		232,838
Management fees	11,184		13,773		22,734		26,019
Total hotel expenses	207,445		240,677		418,332		465,795
Property taxes, insurance and other	16,846		18,998		34,273		35,535
Depreciation and amortization	37,187		47,154		77,731		95,009



Advisory services fee	11,474		12,269		26,675		25,255
Corporate, general and administrative	7,194		4,904		15,403		7,516
Total operating expenses	280,146		324,002		572,414		629,110
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	87,441		1,077		94,397		1,053
Gain (loss) on derecognition of assets	11,725		—		145,634		—
OPERATING INCOME (LOSS)	135,502		52,824		287,995		76,578
Equity in earnings (loss) of unconsolidated entities	(162)		(181)		(695)		(577)
Interest income	1,688		2,310		3,672		4,867
Other income (expense)	37		109		72		243
Interest expense and amortization of discounts and loan costs	(68,416)		(81,097)		(142,377)		(155,465)
Interest expense associated with hotels in receivership	(11,944)		(8,493)		(24,042)		(15,640)
Write-off of premiums, loan costs and exit fees	(3,796)		(950)		(3,814)		(1,370)
Gain (loss) on extinguishment of debt	—		—		45		—

Realized and unrealized gain (loss) on derivatives	1,357		12,583		6,118		7,168
INCOME (LOSS) BEFORE INCOME TAXES	54,266		(22,895)		126,974		(84,196)
Income tax (expense) benefit	(3,455)		(2,062)		(3,758)		(2,283)



NET INCOME (LOSS)	50,811		(24,957)		123,216		(86,479)
(Income) loss attributable to noncontrolling interest in consolidated entities	8		—		17		—
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(565)		349		(1,418)		949
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	50,254		(24,608)		121,815		(85,530)
Preferred dividends	(5,468)		(3,752)		(10,479)		(6,995)
Deemed dividends on redeemable preferred stock	(669)		(826)		(1,351)		(1,233)
Gain (loss) on extinguishment of preferred stock	211		—		1,784		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	44,328	$	(29,186)	$	111,769	$	(93,758)

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


Net income (loss) attributable to common stockholders	$	1.02	$	(0.85)	$	2.72	$	(2.73)
Weighted average common shares outstanding – basic	43,243		34,429		40,850		34,385
Diluted:


Net income (loss) attributable to common stockholders	$	0.25	$	(0.85)	$	0.77	$	(2.73)
Weighted average common shares outstanding – diluted	189,364		34,429		153,046		34,385

See Notes to Consolidated Financial Statements.

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,
	2024		2023		2024		2023
Net income (loss)	$	50,811	$	(24,957)	$	123,216	$	(86,479)
Other comprehensive income (loss), net of tax:


Total other comprehensive income (loss)	—		—		—		—
Comprehensive income (loss)	50,811		(24,957)		123,216		(86,479)
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities	8		—		17		—
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	(565)		349		(1,418)		949
Comprehensive income (loss) attributable to the Company	$	50,254	$	(24,608)	$	121,815	$	(85,530)

See Notes to Consolidated Financial Statements.

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		Noncontrolling Interests In Consolidated Entities		Total
	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, 2024		1,160	$	12	1,104	$	11	1,532	$	15	1,099	$	11	1,144	$	11	40,167	$	402	$	2,383,814	$	(2,661,080)	$	16,920	$	(259,884)


Equity-based compensation		—	—		—	—		—	—		—	—		—	—		—	—		176		—		27		203
Issuance of restricted shares/units		—	—		—	—		—	—		—	—		—	—		40	1		—		—		—		1

Issuance of common stock		—	—		—	—		—	—		—	—		—	—		4,749	47		5,617		—		—		5,664
Issuance of preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—



Dividends declared – preferred stock – Series D ($0.53/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(610)		—		(610)
Dividends declared – preferred stock – Series F ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(505)		—		(505)
Dividends declared – preferred stock – Series G ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(693)		—		(693)
Dividends declared – preferred stock – Series H ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(511)		—		(511)
Dividends declared – preferred stock – Series I ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(518)		—		(518)
Dividends declared – preferred stock – Series J ($0.50/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(2,461)		—		(2,461)
Dividends declared – preferred stock – Series K ($0.52/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(170)		—		(170)
Dividends Declared - Stirling OP		—	—		—	—		—	—		—	—		—	—		—	—		—		—		(4)		(4)
Issuance of Stirling OP common units		—	—		—	—		—	—		—	—		—	—		—	—		—		—		28		28
Redemption value adjustment		—	—		—	—		—	—		—	—		—	—		—	—		—		413		—		413
Redemption value adjustment – preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		(669)		—		(669)
Redemption of preferred stock		—	—		—	—		—	—		—	—		—	—		486	5		558		—		—		563
Contributions from noncontrolling interest in consolidated entities		—	—		—	—		—	—		—	—		—	—		—	—		—		—		931		931
Extinguishment of preferred stock		—	—		(9)	—		(29)	—		(9)	—		(40)	—		1,316	13		(224)		211		—		—


Net income (loss)		—	—		—	—		—	—		—	—		—	—		—	—		—		50,254		(8)		50,246
Balance at June 30, 2024		1,160	$	12	1,095	$	11	1,503	$	15	1,090	$	11	1,104	$	11	46,758	$	468	$	2,389,941	$	(2,616,339)	$	17,894	$	(207,976)

Preferred Stock

Redeemable Noncontrolling
Interests in
Operating
Partnership

Series J

Series K

Amount

Balance at March 31, 2024

4,353

100,192

262

ASHFORD HOSPITALITY TRUST INC [AHT-PD] Filings
ASHFORD HOSPITALITY TRUST INC [AHT] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PG] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PF] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PH] Filings
ASHFORD HOSPITALITY TRUST INC [AHT-PI] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-09]
10-K	[2024-03-14]
10-Q	[2023-11-08]
10-Q	[2023-08-09]
10-Q	[2023-05-08]
10-K	[2023-03-10]
10-Q	[2022-11-07]
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-PD] Filings

ASHFORD HOSPITALITY TRUST INC [AHT] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PG] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PF] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PH] Filings

ASHFORD HOSPITALITY TRUST INC [AHT-PI] Filings