8-K/A
ASHFORD HOSPITALITY TRUST INC (AHT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 27, 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) | (I.R.S. 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 |
EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on June 27, 2024, for the event dated June 27, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits
Exhibit Number Description
99.1 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: July 2, 2024 | By: | /s/ Deric S. Eubanks |
| Deric S. Eubanks | ||
| Chief Financial Officer |
Document
EXHIBIT 99.2
On June 27, 2024, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 193-room One Ocean Resort & Spa located in Atlantic Beach, Florida (“One Ocean”) for $85.6 million in cash, net of selling expenses. Additionally, the Company repaid approximately $66.2 million on the mortgage loan of which One Ocean was one of five hotels securing the mortgage loan.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023 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 March 31, 2024. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2023, and the three months ended March 31, 2024, assumes the disposition closed on January 1, 2023. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of One Ocean and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of One Ocean is 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
March 31, 2024
(in thousands, except share and per share amounts)
| One Ocean (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Investments in hotel properties, net (129,063 attributable to VIEs). | 2,538,470 | $ | 14,490 | $ | — | $ | 2,523,980 | |
| Contract asset | — | — | 378,160 | |||||
| Cash and cash equivalents (3,675 attributable to VIEs) | 1,374 | 85,340 | (C) (i) | 129,541 | ||||
| 752 | (C) (i) | |||||||
| (66,242) | (C) (ii) | |||||||
| Restricted cash (9,600 attributable to VIEs) | 1,352 | — | 131,597 | |||||
| Accounts receivable, net of allowance (218 attributable to VIEs) | 848 | — | 55,193 | |||||
| Inventories (4 attributable to VIEs) | 152 | — | 3,602 | |||||
| Notes receivable, net | — | — | 9,642 | |||||
| Investments in unconsolidated entities | — | — | 9,426 | |||||
| Deferred costs, net (206 attributable to VIEs) | — | — | 1,750 | |||||
| Prepaid expenses (867 attributable to VIEs) | 457 | — | 21,676 | |||||
| Derivative assets | — | — | 12,398 | |||||
| Operating lease right-of-use assets | — | — | 43,975 | |||||
| Other assets (1,645 attributable to VIEs) | 387 | — | 18,561 | |||||
| Intangible assets | — | — | 797 | |||||
| Due from third-party hotel managers | — | — | 23,531 | |||||
| Assets held for sale | — | — | 176,178 | |||||
| Total assets | 3,539,217 | $ | 19,060 | $ | 19,850 | $ | 3,540,007 | |
| LIABILITIES AND EQUITY/DEFICIT | ||||||||
| Liabilities: | ||||||||
| Indebtedness, net (70,546 attributable to VIEs) | 2,934,894 | $ | 51,987 | $ | (14,255) | (C) (ii) | $ | 2,868,652 |
| Debt associated with hotels in receivership | — | — | 355,120 | |||||
| Finance lease liability | — | — | 18,387 | |||||
| Other finance liability (26,908 attributable to VIEs) | — | — | 26,908 | |||||
| Accounts payable and accrued expenses (12,582 attributable to VIEs) | 3,572 | — | 127,041 | |||||
| Accrued interest payable (520 attributable to VIEs) | 234 | — | 12,277 | |||||
| Accrued interest associated with hotels in receivership | — | — | 23,040 | |||||
| Dividends and distributions payable (1 attributable to VIEs) | — | — | 3,651 | |||||
| Due to Ashford Inc., net (3,553 attributable to VIEs) | 109 | — | 9,623 | |||||
| Due to related parties, net (48 attributable to VIEs) | (97) | — | 2,100 | |||||
| Due to third-party hotel managers (122 attributable to VIEs) | — | — | 1,487 | |||||
| Intangible liabilities, net | — | — | 2,005 | |||||
| Operating lease liabilities | — | — | 44,661 | |||||
| Other liabilities | — | — | 3,443 | |||||
| Liabilities related to assets held for sale | — | — | 101,720 | |||||
| Total liabilities | 55,805 | (14,255) | 3,600,115 | |||||
| Commitments and contingencies | ||||||||
| Redeemable noncontrolling interests in operating partnership | — | — | 22,300 | |||||
| Series J Redeemable Preferred Stock, 0.01 par value, 4,353,135 shares issued and outstanding at March 31, 2024 | — | — | 100,192 | |||||
| Series K Redeemable Preferred Stock, 0.01 par value, 262,060 shares issued and outstanding at March 31, 2024 | — | — | 6,434 | |||||
| Equity (deficit): | ||||||||
| Preferred stock, 0.01 par value, 50,000,000 shares authorized: | ||||||||
| Series D Cumulative Preferred Stock, 1,159,927 shares issued and outstanding at March 31, 2024 | — | — | 12 | |||||
| Series F Cumulative Preferred Stock, 1,104,344 shares issued and outstanding at March 31, 2024 | — | — | 11 | |||||
| Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at March 31, 2024 | — | — | 15 | |||||
| Series H Cumulative Preferred Stock, 1,099,325 shares issued and outstanding at March 31, 2024 | — | — | 11 | |||||
| Series I Cumulative Preferred Stock, 1,143,923 shares issued and outstanding at March 31, 2024 | — | — | 11 | |||||
| Common stock, 0.01 par value, 400,000,000 shares authorized, 40,167,334 shares issued and outstanding at March 31, 2024 | — | — | 402 | |||||
| Additional paid-in capital | (36,745) | 14,490 | (C) (i) | 2,383,814 | ||||
| 752 | (C) (i) | |||||||
| (51,987) | (C) (ii) | |||||||
| Accumulated deficit | — | 70,850 | (C) (i) | (2,590,230) | ||||
| Total stockholders’ equity (deficit) of the Company | (36,745) | 34,105 | (205,954) | |||||
| Noncontrolling interest in consolidated entities | — | — | 16,920 | |||||
| Total equity (deficit) | (36,745) | 34,105 | (189,034) | |||||
| Total liabilities and equity/deficit | 3,539,217 | $ | 19,060 | $ | 19,850 | $ | 3,540,007 |
All values are in US Dollars.
See accompanying notes.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of March 31, 2024, as reported in its Quarterly Report on Form 10-Q, filed on May 9, 2024.
(B)Represents the removal of the historical balance sheet of One Ocean as of March 31, 2024.
(C)Represents adjustments for Ashford Trust’s disposition of One Ocean as of March 31, 2024, which includes: (i) an adjustment for the cash consideration received of $85.6 million, net of selling expenses and cash received for hotel net working capital; and (ii) the cash paid to repay a portion of the the mortgage loan in part in an amount that exceeded the amount allocated to One Ocean.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2023
(in thousands, except share and per share amounts)
| Ashford Trust Consolidated<br>Historical (A) | One Ocean (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|---|
| REVENUE | |||||||||
| Rooms | $ | 1,059,155 | $ | 12,631 | $ | — | $ | 1,046,524 | |
| Food and beverage | 232,829 | 6,919 | — | 225,910 | |||||
| Other hotel revenue | 72,748 | 3,267 | — | 69,481 | |||||
| Total hotel revenue | 1,364,732 | 22,817 | — | 1,341,915 | |||||
| Other | 2,801 | — | — | 2,801 | |||||
| Total revenue | 1,367,533 | 22,817 | — | 1,344,716 | |||||
| EXPENSES | |||||||||
| Hotel operating expenses: | |||||||||
| Rooms | 249,434 | 3,025 | — | 246,409 | |||||
| Food and beverage | 161,300 | 4,392 | — | 156,908 | |||||
| Other expenses | 464,058 | 6,007 | — | 458,051 | |||||
| Management fees | 50,645 | 674 | — | 49,971 | |||||
| Total hotel expenses | 925,437 | 14,098 | — | 911,339 | |||||
| Property taxes, insurance and other | 70,226 | 1,153 | — | 69,073 | |||||
| Depreciation and amortization | 187,807 | 1,665 | — | 186,142 | |||||
| Advisory services fee | 48,927 | — | — | 48,927 | |||||
| Corporate, general and administrative | 16,181 | — | — | 16,181 | |||||
| Total operating expenses | 1,248,578 | 16,916 | — | 1,231,662 | |||||
| Gain (loss) on consolidation of VIE and disposition of assets | 11,488 | — | 70,850 | (C) (i) | 82,338 | ||||
| OPERATING INCOME (LOSS) | 130,443 | 5,901 | 70,850 | 195,392 | |||||
| Equity in earnings (loss) of unconsolidated entities | (1,134) | — | — | (1,134) | |||||
| Interest income | 8,978 | — | — | 8,978 | |||||
| Other income (expense) | 310 | — | — | 310 | |||||
| Interest expense and amortization of discounts and loan costs | (366,148) | (5,088) | — | (361,060) | |||||
| Write-off of premiums, loan costs and exit fees | (3,469) | — | — | (3,469) | |||||
| Gain (loss) on extinguishment of debt | 53,386 | — | — | 53,386 | |||||
| Realized and unrealized gain (loss) on derivatives | (2,200) | — | — | (2,200) | |||||
| INCOME (LOSS) BEFORE INCOME TAXES | (179,834) | 813 | 70,850 | (109,797) | |||||
| Income tax (expense) benefit | (900) | — | — | (900) | |||||
| NET INCOME (LOSS) | (180,734) | 813 | 70,850 | (110,697) | |||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 6 | — | — | 6 | |||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 2,239 | — | (889) | (C) (ii) | 1,350 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (178,489) | 813 | 69,961 | (109,341) | |||||
| Preferred dividends | (15,921) | — | — | (15,921) | |||||
| Deemed dividends on redeemable preferred stock | (2,673) | — | — | (2,673) | |||||
| Gain (loss) on extinguishment of preferred stock | 3,390 | — | — | 3,390 | |||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (193,693) | $ | 813 | $ | 69,961 | $ | (124,545) | |
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||
| Net income (loss) attributable to common stockholders | $ | (5.61) | $ | (3.61) | |||||
| Weighted average common shares outstanding—basic | 34,523 | 34,523 | |||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||
| Net income (loss) attributable to common stockholders | $ | (5.61) | $ | (3.61) | |||||
| Weighted average common shares outstanding—diluted | 34,523 | 34,523 |
See accompanying notes.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2024
(in thousands, except share and per share amounts)
| Ashford Trust Consolidated<br>Historical (A) | Hotel Group (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|---|
| REVENUE | |||||||||
| Rooms | $ | 229,207 | $ | 2,946 | $ | — | $ | 226,261 | |
| Food and beverage | 57,358 | 1,871 | — | 55,487 | |||||
| Other hotel revenue | 16,692 | 807 | — | 15,885 | |||||
| Total hotel revenue | 303,257 | 5,624 | — | 297,633 | |||||
| Other | 639 | — | — | 639 | |||||
| Total revenue | 303,896 | 5,624 | — | 298,272 | |||||
| EXPENSES | |||||||||
| Hotel operating expenses: | |||||||||
| Rooms | 54,680 | 680 | — | 54,000 | |||||
| Food and beverage | 37,831 | 1,125 | — | 36,706 | |||||
| Other expenses | 106,826 | 1,494 | — | 105,332 | |||||
| Management fees | 11,550 | 165 | — | 11,385 | |||||
| Total hotel expenses | 210,887 | 3,464 | — | 207,423 | |||||
| Property taxes, insurance and other | 17,364 | 313 | — | 17,051 | |||||
| Depreciation and amortization | 40,544 | 277 | — | 40,267 | |||||
| Advisory services fee | 15,201 | — | — | 15,201 | |||||
| Corporate, general and administrative | 8,272 | — | — | 8,272 | |||||
| Total operating expenses | 292,268 | 4,054 | — | 288,214 | |||||
| Gain (loss) on disposition of assets and hotel properties | 6,956 | — | — | 6,956 | |||||
| Gain (loss) on derecognition of assets | 133,909 | — | — | 133,909 | |||||
| OPERATING INCOME (LOSS) | 152,493 | 1,570 | — | 150,923 | |||||
| Equity in earnings (loss) of unconsolidated entities | (534) | — | — | (534) | |||||
| Interest income | 1,984 | — | — | 1,984 | |||||
| Other income (expense) | 36 | — | — | 36 | |||||
| Interest expense and amortization of discounts and loan costs | (73,961) | (1,252) | — | (72,709) | |||||
| Interest expense associated with hotels in receivership | (12,098) | — | — | (12,098) | |||||
| Write-off of premiums, loan costs and exit fees | (18) | — | — | (18) | |||||
| Gain (loss) on extinguishment of debt | 45 | — | — | 45 | |||||
| Realized and unrealized gain (loss) on derivatives | 4,761 | — | — | 4,761 | |||||
| INCOME (LOSS) BEFORE INCOME TAXES | 72,708 | 318 | — | 72,390 | |||||
| Income tax (expense) benefit | (303) | — | — | (303) | |||||
| NET INCOME (LOSS) | 72,405 | 318 | — | 72,087 | |||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 9 | — | — | 9 | |||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (853) | — | 4 | (C) (ii) | (849) | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 71,561 | 318 | 4 | 71,247 | |||||
| Preferred dividends | (5,011) | — | — | (5,011) | |||||
| Deemed dividends on redeemable preferred stock | (682) | — | — | (682) | |||||
| Gain (loss) on extinguishment of preferred stock | 1,573 | — | — | 1,573 | |||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 67,441 | $ | 318 | $ | 4 | $ | 67,127 | |
| Income (loss) per share – basic: | |||||||||
| Income (loss) attributable to common stockholders | $ | 1.74 | $ | 1.74 | |||||
| Weighted average common shares outstanding—basic | 38,458 | 38,458 | |||||||
| Income (loss) per share – diluted: | |||||||||
| Income (loss) attributable to common stockholders | $ | 0.60 | $ | 0.60 | |||||
| Weighted average common shares outstanding—diluted | 116,729 | 116,729 |
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, 2023, as reported in its Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2024, as reported in its Quarterly Report on Form 10-Q, filed on May 9, 2024.
(B)Represents the removal of the historical consolidated statements of operations of One Ocean for the year ended December 31, 2023, and the three months ended March 31, 2024.
(C)Represents adjustments for the Company’s sale of One Ocean, which includes: (i) the estimated non-recurring gain on the disposition of One Ocean for the year ended December 31, 2023 and (ii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of One Ocean, including the estimated non-recurring gain for the year ended December 31, 2023, based on an ownership percentage of 1.27% for the year ended December 31, 2023 and 1.25% for the three months ended March 31, 2024. There is no estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2023 and the three months ended March 31, 2024. The pro forma gain resulting from the disposition of One Ocean is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.