8-K/A

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 10, 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 13, 2024, for the event dated June 10, 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 Ashford Hospitality Trust, Inc. 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: June 13, 2024	By:	/s/ Deric S. Eubanks
		Deric S. Eubanks
		Chief Financial Officer

Document

EXHIBIT 99.1

On June 10, 2024, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 90-room SpringHill Suites Kennesaw and the 86-room Fairfield Inn Kennesaw located in Kennesaw, Georgia (collectively the “Hotel Group”) for $17.1 million in cash, net of selling expenses. Additionally, the Company repaid approximately $10.9 million on the mortgage loan secured by the Hotel Group.

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, assume 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 the Hotel Group and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel properties. The pro forma gain resulting from the disposition of the Hotel Group 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)

		Hotel Group (B)		Adjustments			Ashford Trust<br>Consolidated<br>Pro Forma
ASSETS
Investments in hotel properties, net (129,063 attributable to VIEs).	2,538,470	$	7,619	$	—		$	2,530,851
Contract asset		—		—			378,160
Cash and cash equivalents (3,675 attributable to VIEs)		345		17,111		(C) (i)	117,360
				410		(C) (i)
				(10,881)		(C) (ii)
Restricted cash (9,600 attributable to VIEs)		298		—			132,651
Accounts receivable, net of allowance (218 attributable to VIEs)		110		—			55,931
Inventories (4 attributable to VIEs)		4		—			3,750
Notes receivable, net		—		—			9,642
Investments in unconsolidated entities		—		—			9,426
Deferred costs, net (206 attributable to VIEs)		31		—			1,719
Prepaid expenses (867 attributable to VIEs)		121		—			22,012
Derivative assets		—		—			12,398
Operating lease right-of-use assets		—		—			43,975
Other assets (1,645 attributable to VIEs)		1		—			18,947
Intangible assets		—		—			797
Due from third-party hotel managers		—		—			23,531
Assets held for sale		—		—			176,178
Total assets	3,539,217	$	8,529	$	6,640		$	3,537,328
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net (70,546 attributable to VIEs)	2,934,894	$	10,871	$	—		$	2,924,023
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)		477		—			130,136
Accrued interest payable (520 attributable to VIEs)		45		—			12,466
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)		(4)		—			9,736
Due to related parties, net (48 attributable to VIEs)		(49)		—			2,052
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		11,340		—			3,658,835
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		(2,811)		7,650		(C) (i)	2,383,814
				410		(C) (i)
				(10,871)		(C) (ii)
Accumulated deficit		—		9,461		(C) (i)	(2,651,629)
				(10)		(C) (ii)
Total stockholders’ equity (deficit) of the Company		(2,811)		6,640			(267,353)
Noncontrolling interest in consolidated entities		—		—			16,920
Total equity (deficit)		(2,811)		6,640			(250,433)
Total liabilities and equity/deficit	3,539,217	$	8,529	$	6,640		$	3,537,328

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 the Hotel Group as of March 31, 2024.

(C)Represents adjustments for Ashford Trust’s disposition of the Hotel Group as of March 31, 2024, which includes: (i) an adjustment for the cash consideration received of $17.1 million, net of selling expenses and cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan secured by the Hotel Group.

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)		Hotel Group (B)		Adjustments			Ashford Trust<br>Consolidated<br>Pro Forma
REVENUE
Rooms	$	1,059,155	$	5,741	$	—		$	1,053,414
Food and beverage	232,829		—		—			232,829
Other hotel revenue	72,748		134		—			72,614
Total hotel revenue	1,364,732		5,875		—			1,358,857
Other	2,801		—		—			2,801
Total revenue	1,367,533		5,875		—			1,361,658
EXPENSES
Hotel operating expenses:
Rooms	249,434		1,334		—			248,100
Food and beverage	161,300		—		—			161,300
Other expenses	464,058		2,555		—			461,503
Management fees	50,645		396		—			50,249
Total hotel expenses	925,437		4,285		—			921,152
Property taxes, insurance and other	70,226		217		—			70,009
Depreciation and amortization	187,807		941		—			186,866
Advisory services fee	48,927		—		—			48,927
Corporate, general and administrative	16,181		—		—			16,181
Total operating expenses	1,248,578		5,443		—			1,243,135
Gain (loss) on consolidation of VIE and disposition of assets	11,488		—		9,461		(C) (i)	20,949
OPERATING INCOME (LOSS)	130,443		432		9,461			139,472
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)		(572)		—			(365,576)
Write-off of premiums, loan costs and exit fees	(3,469)		—		(10)		(C) (ii)	(3,479)
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)		(140)		9,451			(170,243)
Income tax (expense) benefit	(900)		—		—			(900)
NET INCOME (LOSS)	(180,734)		(140)		9,451			(171,143)
(Income) loss attributable to noncontrolling interest in consolidated entities	6		—		—			6
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	2,239		—		(118)		(C) (iii)	2,121
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(178,489)		(140)		9,333			(169,016)
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)	$	(140)	$	9,333		$	(184,220)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(5.61)						$	(5.34)
Weighted average common shares outstanding—basic	34,523							34,523
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(5.61)						$	(5.34)
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	$	1,217	$	—		$	227,990
Food and beverage	57,358		—		—			57,358
Other hotel revenue	16,692		32		—			16,660
Total hotel revenue	303,257		1,249		—			302,008
Other	639		—		—			639
Total revenue	303,896		1,249		—			302,647
EXPENSES
Hotel operating expenses:
Rooms	54,680		312		—			54,368
Food and beverage	37,831		—		—			37,831
Other expenses	106,826		612		—			106,214
Management fees	11,550		101		—			11,449
Total hotel expenses	210,887		1,025		—			209,862
Property taxes, insurance and other	17,364		66		—			17,298
Depreciation and amortization	40,544		226		—			40,318
Advisory services fee	15,201		—		—			15,201
Corporate, general and administrative	8,272		—		—			8,272
Total operating expenses	292,268		1,317		—			290,951
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		(68)		—			152,561
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)		(141)		—			(73,820)
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		(209)		—			72,917
Income tax (expense) benefit	(303)		—		—			(303)
NET INCOME (LOSS)	72,405		(209)		—			72,614
(Income) loss attributable to noncontrolling interest in consolidated entities	9		—		—			9
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(853)		—		3		(C) (iii)	(850)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	71,561		(209)		3			71,773
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	$	(209)	$	3		$	67,653
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	1.74						$	1.75
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 STATEMENTS 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 the Hotel Group for the year ended December 31, 2023, and the three months ended March 31, 2024.

(C)Represents adjustments for the Company’s sale of the Hotel Group, which includes: (i) the estimated non-recurring gain on the disposition of the Hotel Group for the year ended December 31, 2023; (ii) an adjustment for the write-off of deferred loan costs for the year ended December 31, 2023, and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Hotel Group, including the estimated non-recurring income 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 the Hotel Group is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.