Ashford Hospitality Trust Files 2023 Annual Report on Form 10-K

TL;DR

<b>Ashford Hospitality Trust filed its 2023 10-K, detailing financial performance and corporate structure.</b>

AI Summary

ASHFORD HOSPITALITY TRUST INC (AHT-PG) filed a Annual Report (10-K) with the SEC on March 14, 2024. Filed 10-K for the fiscal year ended December 31, 2023. Includes financial data for the period ending December 31, 2023. Details on common stock and preferred stock (Series D, F, G, H, I, J, K) are included. Variable Interest Entity (VIE) primary beneficiary status is reported as of December 31, 2023. Occupancy and Food & Beverage data for 2023 are presented.

Why It Matters

For investors and stakeholders tracking ASHFORD HOSPITALITY TRUST INC, this filing contains several important signals. This filing provides a comprehensive overview of Ashford Hospitality Trust's financial position and operational results for the fiscal year 2023, crucial for investors assessing the company's performance and outlook. The inclusion of detailed information on various series of preferred stock and variable interest entities is important for understanding the company's capital structure and potential liabilities.

Risk Assessment

Risk Level: medium — ASHFORD HOSPITALITY TRUST INC shows moderate risk based on this filing. The filing is a standard 10-K, which typically contains detailed financial information and risk factors, but lacks specific forward-looking guidance or significant negative events in the provided snippet.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management's discussion and analysis, and risk factors to form an investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-03-14 — Filing Date (FILED AS OF DATE)
• 001-31775 — SEC File Number (SEC FILE NUMBER)
• 6798 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)

Key Players & Entities

• ASHFORD HOSPITALITY TRUST INC (company) — FILER
• 20231231 (date) — CONFORMED PERIOD OF REPORT
• 20240314 (date) — FILED AS OF DATE
• 14185 DALLAS PARKWAY SUITE 1100 (address) — BUSINESS ADDRESS
• DALLAS (location) — BUSINESS ADDRESS CITY
• TX (location) — BUSINESS ADDRESS STATE
• 75254 (postal_code) — BUSINESS ADDRESS ZIP
• 9724909600 (phone_number) — BUSINESS PHONE

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-14: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary filing type for Ashford Hospitality Trust's annual financial disclosure.)

Variable Interest Entity (VIE)

A legal entity that is controlled by a company through contractual arrangements, even if the company does not own a majority of the voting shares. (The filing indicates Ashford Hospitality Trust's role as a primary beneficiary of a VIE, which impacts financial reporting and consolidation.)

Real Estate Investment Trusts (REITs)

Companies that own, operate, or finance income-generating real estate. (Ashford Hospitality Trust operates as a REIT, subject to specific industry regulations and financial reporting standards.)

Key Financial Figures

• $1.6 million — hip in OpenKey with a carrying value of $1.6 million; and an investment in an entity that o
• $8.4 million — with a carrying value of approximately $8.4 million. For U.S. federal income tax purposes,
• $117.50 — s convertible (at a conversion price of $117.50 per share) into an additional approxima
• $165.2 million — mpany held cash and cash equivalents of $165.2 million and restricted cash of $146.3 million (
• $146.3 million — f $165.2 million and restricted cash of $146.3 million (including amounts held for sale). The
• $345.9 million — n stockholders' equity of approximately $345.9 million and had not generated current earnings
• $0.01 — D Cumulative Preferred Stock, par value $0.01 per share (the "Series D Preferred Stoc

Filing Documents

• aht-20231231.htm (10-K) — 6308KB
• aht2023q410-kxex410.htm (EX-4.10) — 133KB
• a3rdaradvisoryagreementaht.htm (EX-10.64) — 291KB
• arremingtonhmaahtv2.htm (EX-10.65) — 480KB
• arprojectmanagementagreeme.htm (EX-10.66) — 204KB
• amendmentno3oaktreeclean.htm (EX-10.67) — 102KB
• a03-11x24ahtxwaiverunderad.htm (EX-10.68) — 23KB
• waiverundercreditagreement.htm (EX-10.69) — 49KB
• aht2023q410-kxex211.htm (EX-21.1) — 126KB
• aht2023q410-kxex212.htm (EX-21.2) — 102KB
• aht2023q410-kxex231.htm (EX-23.1) — 3KB
• aht2023q410-kxex311.htm (EX-31.1) — 10KB
• aht2023q410-kxex312.htm (EX-31.2) — 10KB
• aht2023q410-kxex321.htm (EX-32.1) — 5KB
• aht2023q410-kxex322.htm (EX-32.2) — 5KB
• aht-2023q410xkxex971.htm (EX-97.1) — 19KB
• aht-20231231_g1.jpg (GRAPHIC) — 92KB
• 0001232582-24-000035.txt (&nbsp;) — 30214KB
• aht-20231231.xsd (EX-101.SCH) — 190KB
• aht-20231231_cal.xml (EX-101.CAL) — 173KB
• aht-20231231_def.xml (EX-101.DEF) — 992KB
• aht-20231231_lab.xml (EX-101.LAB) — 1644KB
• aht-20231231_pre.xml (EX-101.PRE) — 1303KB
• aht-20231231_htm.xml (XML) — 5737KB

Risk Factors

Item 1A. Risk Factors 9

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 40 Item 1C. C ybersecurity 41

Properties

Item 2. Properties 41

Legal Proceedings

Item 3. Legal Proceedings 43

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 44 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44

Reserved

Item 6. Reserved 47

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 48

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 65

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 66

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 129

Controls and Procedures

Item 9A. Controls and Procedures 129

Other Information

Item 9B. Other Information 131

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 132 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 132

Executive Compensation

Item 11. Executive Compensation 133

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 133

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 133

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 133 PART IV

Financial Statement Schedules and Exhibits

Item 15. Financial Statement Schedules and Exhibits 133

Form 10-K Summary

Item 16. Form 10-K Summary 140

SIGNATURES

SIGNATURES This Annual Report is filed by Ashford Hospitality Trust, Inc., a Maryland corporation (the "Company"). Unless the context otherwise requires, all references to the Company include those entities owned or controlled by the Company. In this report, the terms the "Company," "Ashford Trust," "we," "us" or "our" mean Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Throughout this Annual Report on Form 10-K and documents incorporated herein by reference, we make forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: the factors discussed in this Annual Report under the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Properties," as updated in our subsequent Quarterly Reports on Form 10-Q and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our plan to pay off strategic financing; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. 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 this risk when you

Business

Item 1. Business GENERAL Ashford Hospitality Trust, Inc., together with its subsidiaries, is a REIT. While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room ("RevPAR") generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership ("Ashford Trust OP"), our operating partnership. Ashford OP General Partner LLC, a wholly owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of December 31, 2023, we held interests in the following assets: 90 consolidated hotel properties, which represent 20,549 total rooms; Four consolidated operating hotel properties, which represent 405 total rooms owned through a 99.4% ownership interest in Stirling REIT OP, LP ("Stirling OP"), which was formed by Stirling Hotels & Resorts, Inc. ("Stirling Inc.") to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts. See note 4 to our consolidated financial statements; one consolidated hotel property under development through a 32.5% owned investment in a consolidated entity; 15.1% ownership in OpenKey with a carrying value of $1.6 million; and an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the "Meritage Investment") in Napa, CA, with a carrying value of approximately $8.4 million. For U.S. federal income tax purposes, we have elected to be treated as

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View this 10-K filing on SEC EDGAR