Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 6, 2024

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

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. ¨

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

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On March 6, 2024, the Company’s indirect, wholly owned subsidiary, Ashford Salt Lake Limited Partnership (“Seller”), completed the sale of the Residence Inn Salt Lake City pursuant to an Agreement of Purchase and Sale, dated as of December 14, 2023, by and between Seller and PEG Properties, LLC, for $19.2 million in cash, subject to customary pro-rations and adjustments.

ITEM 7.01 REGULATION FD DISCLOSURE.

On March 11, 2024, the Company issued a press release announcing the closing of the sale the Residence Inn Salt Lake City. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information. The unaudited pro forma financial information required to be disclosed under Item 9.01(b) of Form 8-K as of and for the year ended December 31, 2023, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

(d) Exhibits

Exhibit Number Description

99.1 Press Release of the Company, dated March 11, 2024

99.2 Unaudited Pro Forma Financial Information of Ashford Hospitality Trust, Inc.

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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.


	ASHFORD HOSPITALITY TRUST, INC.

Dated: March 11, 2024	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary

EXHIBIT 99.1

NEWS RELEASE


Contact:	Deric Eubanks	Jordan Jennings	Joseph Calabrese
	Chief Financial Officer	Investor Relations	Financial Relations Board
	(972) 490-9600	(972) 778-9487	(212) 827-3772

ASHFORD HOSPITALITY TRUST ANNOUNCES PROGRESS IN

DELEVERAGING PLAN WITH SALE OF

THE RESIDENCE INN SALT LAKE CITY

DALLAS – March 11, 2024 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced that it has closed on the sale of the 144-room Residence Inn located in Salt Lake City, Utah (the “Hotel”) for $19.2 million. When adjusted for the Company’s anticipated capital expenditures, the sale price represented a 4.6% capitalization rate on 2023 net operating income, or 18.2x 2023 Hotel EBITDA. Excluding the anticipated capital spend, the sale price represented a 6.0% capitalization rate on 2023 net operating income, or 14.0x 2023 Hotel EBITDA. All of the proceeds from the sale were used to pay down debt.

“We are pleased to announce the sale of the Residence Inn Salt Lake City at a very attractive cap rate,” commented Rob Hays, Ashford Trust’s President and Chief Executive Officer. “We continue to have several assets in the market at various stages of the sales process and look forward to providing more updates in the coming weeks.”

* * * * *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These

forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “could,” “plan,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside of Ashford Trust’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to raise sufficient capital to pay off our strategic debt; our ability to repay, refinance, or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are made only as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

EXHIBIT 99.2

On March 6, 2024, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 144-room Residence Inn located in Salt Lake City, Utah (“Residence Inn SLC”) for $18.8 million in cash, net of selling expenses. Additionally, the Company repaid approximately $19.0 million on the mortgage loan, inclusive of defeasance costs, of which the Residence Inn SLC was one of three hotels securing the mortgage loan.

The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2023 and for the year ended December 31, 2022, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on September 30, 2023. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2022, and the nine months ended September 30, 2023, assumes the disposition closed on January 1, 2022. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the Residence Inn SLC and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of the Residence Inn SLC are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2023

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn SLC (B)		Adjustments			Ashford Trust Consolidated Pro Forma
ASSETS


Investments in hotel properties, net ($76,017 attributable to VIEs).	$	3,122,833	$	12,151	$	—		$	3,110,682
Cash and cash equivalents	184,181		1		18,762		(C) (i)	184,105
					117		(C) (i)
					(18,954)		(C) (ii)
Restricted cash ($14,279 attributable to VIEs)	171,896		96		—			171,800

Accounts receivable, net of allowance	73,712		157		—			73,555
Inventories	3,945		—		—			3,945
Notes receivable, net	5,934		—		—			5,934


Investments in unconsolidated entities	10,379		—					10,379


Deferred costs, net ($93 attributable to VIEs)	1,858		—		—			1,858
Prepaid expenses ($669 attributable to VIEs)	15,800		26		—			15,774
Derivative assets	25,493		—		—			25,493
Operating lease right-of-use assets	44,136		—		—			44,136
Other assets	18,171		—		—			18,171
Intangible assets	797		—		—			797


Due from related parties, net	4,347		—		—			4,347
Due from third-party hotel managers	24,145		127		—			24,018
Assets held for sale	10,882		—		—			10,882
Total assets	$	3,718,509	$	12,558	$	(75)		$	3,705,876
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($38,730 attributable to VIEs)	$	3,631,719	$	14,426	$	(4,468)	(C) (ii)	$	3,612,825
Finance lease liability	18,465		—		—			18,465
Other finance liability ($26,804 attributable to VIEs)	26,804		—		—			26,804
Accounts payable and accrued expenses ($11,194 attributable to VIEs)	153,209		290		—			152,919
Accrued interest payable ($99 attributable to VIEs)	25,243		—		—			25,243
Dividends and distributions payable	3,568		—		—			3,568

Due to Ashford Inc., net	9,028		—		—			9,028


Due to third-party hotel managers	1,134		—		—			1,134
Intangible liabilities, net	2,037		—		—			2,037
Operating lease liabilities	44,887		—		—			44,887

Other liabilities	3,948		—		—			3,948
Liabilities related to assets held for sale	9,795		—		—			9,795
Total liabilities	3,929,837		14,716		(4,468)			3,910,653
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership	22,394		—		—			22,394
Series J Redeemable Preferred Stock, $0.01 par value, 2,628,792 shares issued and outstanding at September 30, 2023	60,482		—		—			60,482
Series K Redeemable Preferred Stock, $0.01 par value, 154,233 shares issued and outstanding at September 30, 2023	3,798		—		—			3,798
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 September 30, 2023	12		—		—			12
Series F Cumulative Preferred Stock, 1,251,044 shares issued and outstanding at September 30, 2023	12		—		—			12
Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at September 30, 2023	15		—		—			15
Series H Cumulative Preferred Stock, 1,308,415 shares issued and outstanding at September 30, 2023	13		—		—			13
Series I Cumulative Preferred Stock, 1,252,923 shares issued and outstanding at September 30, 2023	13		—		—			13
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,513,386 shares issued and outstanding at September 30, 2023	345		—		—			345
Additional paid-in capital	2,385,679		(2,158)		12,151		(C) (i)	2,385,679
					117		(C) (i)
					(14,426)		(C) (ii)
Accumulated deficit	(2,697,244)		—		6,611		(C) (i)	(2,690,693)
					(60)		(C) (ii)
Total stockholders’ equity (deficit) of the Company	(311,155)		(2,158)		4,393			(304,604)
Noncontrolling interest in consolidated entities	13,153		—		—			13,153
Total equity (deficit)	(298,002)		(2,158)		4,393			(291,451)
Total liabilities and equity/deficit	$	3,718,509	$	12,558	$	(75)		$	3,705,876

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of September 30, 2023, as reported in its Quarterly Report on Form 10-Q, filed on November 8, 2023.

(B)Represents the removal of the historical balance sheet of the Residence Inn SLC as of September 30, 2023.

(C)Represents adjustments for Ashford Trust’s disposition of the Residence Inn SLC as of September 30, 2023, which includes: (i) an adjustment for the cash consideration received of $18.8 million, net of selling expenses and cash received for hotel net working capital; and (ii) the cash paid to repay a portion of the mortgage loan in an amount that exceeded the amount allocated to the Residence Inn SLC as well as defeasance costs.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2022

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn SLC (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	974,002	$	4,306	$	—		$	969,696
Food and beverage	196,663		3		—			196,660
Other hotel revenue	67,310		103		—			67,207
Total hotel revenue	1,237,975		4,412		—			1,233,563
Other	2,884		—		—			2,884
Total revenue	1,240,859		4,412		—			1,236,447
EXPENSES
Hotel operating expenses:
Rooms	229,115		1,001		—			228,114
Food and beverage	140,775		—		—			140,775
Other expenses	421,056		1,329		—			419,727
Management fees	45,047		309		—			44,738
Total hotel expenses	835,993		2,639		—			833,354
Property taxes, insurance and other	67,338		170		—			67,168
Depreciation and amortization	201,797		770		—			201,027



Advisory services fee	49,897		—		—			49,897
Corporate, general and administrative	9,879		—		—			9,879
Total operating expenses	1,164,904		3,579		—			1,161,325
Gain (loss) on consolidation of VIE and disposition of assets	300		—		6,611		(C) (i)	6,911
OPERATING INCOME (LOSS)	76,255		833		6,611			82,033
Equity in earnings (loss) of unconsolidated entities	(804)		—					(804)
Interest income	4,777		—		—			4,777
Other income (expense)	415		—		—			415
Interest expense and amortization of discounts and loan costs	(226,995)		(1,039)		—			(225,956)
Write-off of premiums, loan costs and exit fees	(3,536)		(175)		(60)			(3,421)


Realized and unrealized gain (loss) on derivatives	15,166		—		—			15,166
INCOME (LOSS) BEFORE INCOME TAXES	(134,722)		(381)		6,551			(127,790)
Income tax (expense) benefit	(6,336)		—		31		(C) (ii)	(6,305)




NET INCOME (LOSS)	(141,058)		(381)		6,582			(134,095)

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	1,233		—		(56)		(C) (iii)	1,177
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(139,825)		(381)		6,526			(132,918)
Preferred dividends	(12,433)		—		—			(12,433)
Deemed dividends on redeemable preferred stock	(946)		—		—			(946)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(153,204)	$	(381)	$	6,526		$	(146,297)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(4.46)						$	(4.26)
Weighted average common shares outstanding—basic	34,339							34,339
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(4.46)						$	(4.26)
Weighted average common shares outstanding—diluted	34,339							34,339

See accompanying notes.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2023

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn SLC (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	817,477	$	3,594	$	—		$	813,883
Food and beverage	172,943		4		—			172,939
Other hotel revenue	55,135		87		—			55,048
Total hotel revenue	1,045,555		3,685		—			1,041,870
Other	2,094		—		—			2,094
Total revenue	1,047,649		3,685		—			1,043,964
EXPENSES
Hotel operating expenses:
Rooms	190,041		804		—			189,237
Food and beverage	121,211		2		—			121,209
Other expenses	348,463		1,115		—			347,348
Management fees	38,706		258		—			38,448
Total hotel expenses	698,421		2,179		—			696,242
Property taxes, insurance and other	52,880		150		—			52,730
Depreciation and amortization	140,963		663		—			140,300



Advisory services fee	37,650		—		—			37,650
Corporate, general and administrative	11,387		—		—			11,387
Total operating expenses	941,301		2,992		—			938,309
Gain (loss) on consolidation of VIE and disposition of assets	7,443		—		—			7,443
OPERATING INCOME (LOSS)	113,791		693		—			113,098
Equity in earnings (loss) of unconsolidated entities	(715)		—		—			(715)
Interest income	6,755		2		—			6,753
Other income (expense)	277		—		—			277
Interest expense and amortization of discounts and loan costs	(270,485)		(508)		—			(269,977)
Write-off of premiums, loan costs and exit fees	(2,633)		—		—			(2,633)


Realized and unrealized gain (loss) on derivatives	4,490		—		—			4,490
INCOME (LOSS) BEFORE INCOME TAXES	(148,520)		187		—			(148,707)
Income tax (expense) benefit	(2,410)		—		(7)		(C) (ii)	(2,417)




NET INCOME (LOSS)	(150,930)		187		(7)			(151,124)

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	1,838		—		(2)		(C) (iii)	1,836
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(149,092)		187		(9)			(149,288)
Preferred dividends	(11,290)		—		—			(11,290)
Deemed dividends on redeemable preferred stock	(1,993)		—		—			(1,993)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(162,375)	$	187	$	(9)		$	(162,571)
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	(4.72)						$	(4.73)
Weighted average common shares outstanding—basic	34,395							34,395
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders	$	(4.72)						$	(4.73)
Weighted average common shares outstanding—diluted	34,395							34,395

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2022, as reported in its Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 10, 2023 and the historical consolidated statement of operations of Ashford Trust for the nine months ended September 30, 2023, as reported in its Quarterly Report on Form 10-Q, filed on November 8, 2023.

(B)Represents the removal of the historical consolidated statements of operations of the Residence Inn SLC for the year ended December 31, 2022, and the nine months ended September 30, 2023.

(C)Represents adjustments for the Company’s sale of the Residence Inn SLC, which includes: (i) the estimated non-recurring gain on the disposition of the Residence Inn SLC for the year ended December 31, 2022; (ii) the estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2022, and the nine months ended September 30, 2023; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Residence Inn SLC, including the estimated non-recurring gain for the year ended December 31, 2022, based on an ownership percentage of 0.91% for the year ended December 31, 2022 and 1.28% for the nine months ended September 30, 2023. The pro forma gain and the related tax effects, resulting from the disposition of the Residence Inn SLC are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.

Document and Entity Information	Mar. 06, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 06, 2024
Entity Registrant Name	ASHFORD HOSPITALITY TRUST, INC.
Entity Central Index Key	0001232582
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	001-31775
Entity Tax Identification Number	86-1062192
Entity Address, Address Line One	14185 Dallas Parkway, Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AHT
Security Exchange Name	NYSE
Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	AHT-PD
Security Exchange Name	NYSE
Preferred Stock, Series F
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series F
Trading Symbol	AHT-PF
Security Exchange Name	NYSE
Preferred Stock, Series G
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series G
Trading Symbol	AHT-PG
Security Exchange Name	NYSE
Preferred Stock, Series H
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series H
Trading Symbol	AHT-PH
Security Exchange Name	NYSE
Preferred Stock, Series I
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series I
Trading Symbol	AHT-PI
Security Exchange Name	NYSE