ASHFORD HOSPITALITY TRUST INC
For the period ended Mar 31, 2025. Filed May 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 14, 2025
AHT$2.37-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001232582-24-000148
Item 2. RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001232582-25-000093
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 127 previous paragraphs and 188 current paragraphs.
42 unchanged; 46 reworded; 97 added; 32 removed; 7 previous and 3 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (97)
Current report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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FORWARD-LOOKING STATEMENTS
Current report
The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere herein. This report contains forward-looking statements within the meaning of the federal securities laws. Ashford Hospitality Trust, Inc. (the “Company,” “we,” “our” or “us”) cautions investors that any forward-looking statements presented herein, or which management may express orally or in writing from time to time, are based on management’s beliefs and assumptions at that time.
Current report
Throughout this Form 10-Q, 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:
Current report
•our business and investment strategy;
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•anticipated or expected purchases, sales or dispositions of assets;
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•our projected operating results;
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•completion of any pending transactions;
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•our ability to restructure existing property-level indebtedness;
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•our ability to secure additional financing to enable us to operate our business;
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•our understanding of our competition;
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•projected capital expenditures; and
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•the impact of technology on our operations and business.
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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 make an investment decision concerning our securities. Additionally, the following factors could cause actual results to vary from our forward-looking statements:
Current report
•factors discussed in our Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 21, 2025, including those set forth under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;
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•changes in interest rates and inflation;
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•macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in capital markets;
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•uncertainty in the banking sector and market volatility;
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•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, the Israel-Hamas war and changes to tariffs or trade policies;
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•extreme weather conditions, which may cause property damage or interrupt business;
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•actions by the lenders to foreclose on our assets which are pledged as collateral;
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•general volatility of the capital markets and the market price of our common and preferred stock;
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•general and economic business conditions affecting the lodging and travel industry;
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•changes in our business or investment strategy;
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•availability, terms and deployment of capital;
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•our ability to raise capital on terms favorable to us and in a timely manner;
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•unanticipated increases in financing and other costs;
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•changes in our industry and the market in which we operate and local economic conditions;
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•the degree and nature of our competition;
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•actual and potential conflicts of interest with Ashford Hospitality Advisors LLC (“Ashford LLC”), Remington Lodging & Hospitality, LLC (“Remington Hospitality”), Premier Project Management LLC (“Premier”), Braemar Hotels & Resorts Inc. (“Braemar”), Stirling Hotels & Resorts, Inc. (“Stirling Inc.”), our executive officers and our non-independent directors;
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•changes in personnel of Ashford LLC or the lack of availability of qualified personnel;
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•changes in governmental regulations, accounting rules, tax rates and similar matters;
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•legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of real estate investment trusts (“REITs”);
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•limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and
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•future sales and issuances of our common stock or other securities which might result in dilution and could cause the price of our common stock to decline or cause our common stock to be delisted from the NYSE.
Current report
When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our 2024 Form 10-K filed on March 21, 2025, and this Quarterly Report, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Quarterly Report. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Quarterly Report to conform these statements to actual results and performance, except as may be required by applicable law.
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EXECUTIVE OVERVIEW
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General
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As of March 31, 2025, our portfolio consisted of 67 consolidated operating hotel properties, which represent 16,736 total rooms. One consolidated operating hotel property, which represents 188 total rooms is owned through a 29.3% investment in a consolidated entity. Additionally, our portfolio consists of four consolidated operating hotel properties, which represent 405 total rooms owned through a 98.7% ownership interest in Stirling OP, which was formed by Stirling Inc. to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts. Currently, all of our hotel properties are located in the United States.
Current report
Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:
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Removed paragraphs (32)
Previous report
Revenue. Rooms revenue from our hotel properties decreased $57.6 million, or 21.3%, to $213.0 million in the 2024 quarter compared to the 2023 quarter. This decrease is attributable to a decrease of $35.7 million from our Hotel Dispositions, $19.9 million from the KEYS A and B properties that went into receivership, $2.6 million from our comparable hotel properties, and $51,000 from the Stirling hotel properties, partially offset by higher rooms revenue of $611,000 from the Le Meridien that opened in August 2024. Our comparable hotel properties experienced an increase of 1.0% in room rates and a 186 basis point decrease in occupancy.
Previous report
Food and beverage revenue decreased $5.8 million, or 11.2%, to $46.4 million. This decrease is attributable to a decrease of $6.0 million from our Hotel Dispositions and $582,000 from the KEYS A and B properties that went into receivership, partially offset by higher sales of food and beverage of $669,000 at our comparable hotel properties and $74,000 from the Le Meridien that opened in August 2024.
Previous report
Other hotel revenue, which consists mainly of Internet access, parking, and spa revenue, decreased $2.9 million, or 14.7%, to $16.7 million. This decrease is primarily attributable to a decrease of $3.7 million from our Hotel Dispositions, $814,000 from the KEYS A and B properties that went into receivership, and $17,000 from the Stirling hotel properties, partially offset by an increase of $1.7 million at our comparable hotel properties and $43,000 from the Le Meridien that opened in August 2024. Other non-hotel revenue decreased $83,000, or 12.5%, to $582,000 in the 2024 quarter as compared to the 2023 quarter.
Previous report
Property Taxes, Insurance and Other. Property taxes, insurance and other expense increased $717,000, or 4.1%, to $18.1 million during the 2024 quarter compared to the 2023 quarter, which was primarily due to an increase of $4.6 million from our comparable hotel properties, $93,000 from the Le Meridien that opened in August 2024, and $57,000 from our Stirling properties, partially offset by a decrease of $2.6 million from our Hotel Dispositions and $1.4 million from the KEYS A and B properties that went into receivership.
Previous report
Depreciation and Amortization. Depreciation and amortization decreased $8.2 million, or 17.9%, to $37.7 million during the 2024 quarter compared to the 2023 quarter, which was primarily due to a decrease of $5.6 million from our Hotel Dispositions, $3.2 million from the KEYS A and B properties that went into receivership, and $142,000 from our comparable hotel properties primarily related to fully depreciated assets, partially offset by an increase of $408,000 from the Le Meridien that opened in August 2024 and $280,000 from our Stirling properties.
Previous report
Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets was $11.1 million in the 2024 quarter. The gain primarily represents the accrued interest expense associated with the default of the KEYS A and KEYS B loans, which resulted in a corresponding increase of the contract asset on our consolidated balance sheet as we expect to be released from this obligation upon final resolution with the lender. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. See note 7 to our consolidated financial statements.
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Other Income (Expense). Other income consisted of miscellaneous income of $36,000 in the 2024 quarter and $34,000 in the 2023 quarter.
Previous report
Gain (Loss) on Extinguishment of Debt. Gain on extinguishment of debt in the 2024 quarter was $2.7 million. In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secured the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024 and resulted in a gain on extinguishment of debt of approximately $2.6 million.
Previous report
Income Tax (Expense) Benefit. Income tax (expense) benefit changed $572,000, from expense of $127,000 in the 2023 quarter to a benefit of $445,000 in the 2024 quarter. This change was primarily due to a decrease in current state taxes in the 2024 quarter compared to the 2023 quarter.
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Comparison of the Nine Months Ended September 30, 2024 and 2023
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Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $213.0 million from a net loss of $149.1 million for the nine months ended September 30, 2023 (the “2023 period”) to net income of $63.9 million for the nine months ended September 30, 2024 (the “2024 period”) as a result of the factors discussed below.
Previous report
Hotel Operating Expenses. Hotel operating expenses decreased $85.3 million, or 12.2%, to $613.2 million in the 2024 period compared to the 2023 period. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $43.8 million in the 2024 period compared to the 2023 period, comprised of a decrease of $32.1 million from our Hotel Dispositions, $14.7 million from the KEYS A and B properties that went into receivership, and $60,000 from the Stirling properties, partially offset by an increase of $2.9 million from our comparable hotel properties and $197,000 from the Le Meridien that opened in August 2024. Direct expenses were 30.9% of total hotel revenue for the 2024 period and 30.7% for the 2023 period. Indirect expenses and management fees decreased $41.5 million in the 2024 period compared to the 2023 period, comprised of a decrease of $37.4 million from our Hotel Dispositions, $21.0 million from the KEYS A and B properties that went into receivership, and $108,000 from the Stirling hotel properties, partially offset by an increase of $16.8 million from our comparable hotel properties and $278,000 from the Le Meridien that opened in August 2024.
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Corporate, General and Administrative. Corporate, general and administrative expense increased $9.1 million, or 79.7%, to $20.5 million in the 2024 period compared to the 2023 period. The increase was primarily attributable to higher reimbursed operating expenses of Ashford Securities of $6.1 million, higher legal and professional fees of $2.9 million, and higher miscellaneous expenses of $158,000, partially offset by lower public company cost of $75,000.
Previous report
Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties increased $87.0 million, from $7.4 million in the 2023 period to $94.4 million in the 2024 period. The gain in the 2024 period was primarily related to the sale of the Residence Inn in Salt Lake City, Utah, Hilton Boston Back Bay in Boston, Massachusetts, Hampton Inn Lawrenceville in Lawrenceville, Georgia, SpringHill Suites Kennesaw in Kennesaw, Georgia, Fairfield Inn Kennesaw in Kennesaw, Georgia, One Ocean in Atlantic Beach, Florida, and Courtyard Hartford Manchester in Manchester, Connecticut. The gain in the 2023 period was primarily related to a $1.1 million gain for the consolidation of the VIE, which is represented by the difference between the fair value of the assets and liabilities recognized, the fair value of the non-controlling interest and the previous carrying value of the Company’s investment in 815 Commerce MM and $6.4 million related to the sale of WorldQuest in Orlando, Florida.
Previous report
Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets was $156.7 million in the 2024 period. The gain includes the initial gain of $133.9 million related to the derecognition of assets related to the hotel properties securing the KEYS Pool A and KEYS Pool B mortgage loans that were placed into receivership in March 2024. Additionally, subsequent to the initial derecognition, we recorded an additional gain of approximately $22.8 million, which primarily represents the accrued interest expense associated with the default of the KEYS A and KEYS B loans accrued during the second and third quarters of 2024, which resulted in a corresponding increase of the contract asset on our consolidated balance sheet as we expect to be released from this obligation upon final resolution with the lender. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. See note 7 to our consolidated financial statements.
Previous report
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $33.9 million, or 13.9%, to $209.2 million in the 2024 period compared to the 2023 period. The decrease was primarily due to lower cash interest expense and amortization of loan costs of $21.5 million on the Oaktree loan attributable to a lower principal balance and the Oaktree deferred loan costs becoming fully amortized, $20.4 million from our Hotel Dispositions, and lower default interest and late charges recorded on mortgage loans previously in default of $946,000, partially offset by a $7.7 million increase in interest expense at our comparable hotel properties primarily due to higher interest rates on our variable rate debt, $337,000 from the Le Meridien and $911,000 at our Stirling properties related to the new loan with a higher interest rate. The average SOFR rates in the 2024 period and the 2023 period were 5.27% and 4.78%, respectively.
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Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership increased $7.8 million, from $27.4 million in the 2023 period to $35.2 million in the 2024 period. The increase is due to higher average interest rates, default charges and late fees on the KEYS Pool A and KEYS Pool B mortgage loans. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. See note 7 to our consolidated financial statements.
Previous report
Gain (loss) on extinguishment of debt. Gain on extinguishment of debt in the 2024 period was $2.8 million. In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secured the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024 and resulted in a gain on extinguishment of debt of approximately $2.6 million. Gain on extinguishment of debt also included $45,000 in the 2024 period primarily related to the deed in lieu of foreclosure transaction for the KEYS Pool F mortgage loan.
Previous report
On March 6, 2024, the Company completed the sale of the Residence Inn in Salt Lake City, Utah for approximately $19.2 million. The Company repaid approximately $19 million of principal on its mortgage loan partially secured by the hotel property.
Previous report
On March 11, 2024, we entered into Amendment No. 3 to the Oaktree Credit Agreement which, among other items, (i) extends the Credit Agreement to January 15, 2026, (ii) removes the $50 million minimum cash requirement, (iii) removes the 3% increase in the interest rate if cash is below $100 million, (iv) removes the provision in which a default under mortgage indebtedness is a default under the Credit Agreement, (v) increases the interest rate by 3.5% if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025, (vi) terminates all “delayed draw” term loan commitments and the unused fees thereon, (vii) provides for a mandatory prepayment of the Credit Agreement at the end of each calendar quarter in the amount by which unrestricted cash exceeds $75 million for the first three quarters of 2024, $50 million for the fourth quarter of 2024, and $25 million for each quarter thereafter, (viii) provides for a mandatory prepayment of the Credit Agreement in an amount equal to 50% of all net proceeds raised from the issuance of equity, including non-traded preferred stock (increased to 100% of such net proceeds if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025), (ix) removes the option to pay the exit fee in the form of common stock warrants, (x) requires the exit fee to be paid in the form of a 15% cash exit fee (payable entirely in cash), which exit fee shall be reduced to 12.5% if the Oaktree Credit Agreement is repaid on or before September 30, 2024, (xi) requires the Company to use commercially reasonable efforts to sell fifteen specified hotels, (xii) if the principal balance is not less than $100 million as of September 30, 2024 or not fully repaid by March 31, 2025, requires the Company to sell eight specified hotels at a minimum sales price within six months, with the net sales proceeds to be applied as a prepayment of the Credit Agreement, (xiii) requires the Company to use commercially reasonable efforts to refinance the Renaissance Nashville hotel property, and (xiv) limits the Company’s ability to perform discretionary capital expenditures.
Previous report
On March 11, 2024, the Company and Ashford Trust OP, as borrower (the “Borrower”) entered into that certain Limited Waiver to Credit Agreement (the “Limited Waiver to Credit Agreement”) with the guarantors party thereto, the lenders party thereto (the "Lenders") and Oaktree Fund Administration, LLC, as administrative agent. Pursuant to the Limited Waiver to Credit Agreement, the Borrower, the other Loan Parties (as defined in the Oaktree Credit Agreement), the Lenders and the Administrative Agent acknowledged and agreed that:
Previous report
(a) certain deferred cash grants were or are being awarded to employees and/or officers of the Advisor and/or their affiliates pursuant to equity compensation plans during 2022, 2023 and 2024, in aggregate amounts of $7,950,817 in 2022, $13,063,844 in 2023 and $14,880,846 in 2024 (i.e., $35,895,507 in the aggregate) (the “Specified Deferred Cash Grants”), which the parties agreed may be made (and were or are being made) in lieu of deferred stock grants that would otherwise be permitted and made under the terms of the Advisory Agreement;
Previous report
(b) accordingly, (i) the departure from the terms of the Advisory Agreement in making the Specified Deferred Cash Grants as described in the foregoing clause (a) shall be deemed to be permitted under Section 7.13(b) of the Credit Agreement; provided, however, the Borrower and the other Loan Parties agree that actual cash payments made under the Specified Deferred Cash Grants, together with any other Restricted Payments (as defined in the Oaktree Credit Agreement) made pursuant to Section 7.06(f) of the Oaktree Credit Agreement, shall not exceed $30,000,000 in the aggregate unless and until the Borrower has repaid in full the principal amount of the Loans, including any Cash Exit Fee Loans (as such terms are defined in the Oaktree Credit Agreement); (ii) the Lenders and the Administrative Agent waive non-compliance with Section 7.13(b), if any, prior to March 11, 2024, which resulted or would result (absent the waiver) from the making of the Specified Deferred Cash Grants in accordance with the foregoing provisions of Section 2 of the Limited Waiver to Credit Agreement, and (iii) effective from March 11, 2024 Section 7.13(b) shall be deemed to be amended to permit the Specified Deferred Cash Grants in accordance with the foregoing provisions of Section 2 of the Limited Waiver to Credit Agreement; and
Previous report
(c) the waiver contained in the Limited Waiver to Credit Agreement shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Oaktree Credit Agreement.
Previous report
On April 9, 2024, the Company sold the Hilton Boston Back Bay Hotel for $171 million in cash. The Company also repaid the $98 million mortgage loan secured by the hotel property and used the remaining net proceeds to pay down the Company’s Oaktree loan.
Previous report
On May 9, 2024, the Company refinanced the $240 million mortgage loan that was secured by the Renaissance Hotel in Nashville, Tennessee and the Westin Hotel in Princeton, New Jersey. The new mortgage loan totals $267.2 million, and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of SOFR + 3.98%. As part of this refinancing, the Westin Princeton is now unencumbered and the Company has listed this property for sale. The Company plans to use the excess proceeds from the refinancing for general corporate purposes including paying down the Company’s strategic financing.
Previous report
On May 30, 2024, the Company sold the Courtyard Manchester in Manchester, Connecticut for $8.0 million in cash. The Company also repaid the $5.5 million mortgage loan secured by the hotel property.
Previous report
On June 10, 2024, the Company sold the SpringHill Suites Kennesaw and Fairfield Inn Kennesaw in Kennesaw, Georgia for $17.5 million in cash. The Company also repaid the $10.9 million mortgage loan secured by the hotel property.
Previous report
On June 27, 2024, the Company sold the One Ocean Resort and Spa in Atlantic Beach, Florida for $87.0 million in cash. The Company also repaid $66.2 million on the mortgage loan of which One Ocean was one of five hotels securing the mortgage loan.
Previous report
In June 2024, the Company was informed by its lender that the lender intended to exercise remedies for the maturity default on the Ashton Hotel in Fort Worth, Texas, which secures the Company’s $8.9 million mortgage loan. The Company and the lender agreed to a deed-in-lieu of foreclosure, which was completed on July 16, 2024. See note 7.
Previous report
On November 6, 2024, the Company entered into Amendment No. 4 to the Oaktree Credit Agreement which, among other items, will reduce the exit fee from 15.0% to 12.5% of the original loan balance through December 15, 2024, provided that the outstanding loan balance has been reduced to $50 million or less by November 15, 2024. As of November 12, 2024, the Oaktree term loan balance has been reduced below $50 million triggering the reduced exit fee under the Oaktree Credit Agreement.
Previous report
On November 7, 2024, the Company refinanced its mortgage loan secured by the Marriott Crystal Gateway Hotel located in Arlington, Virginia, which had a final maturity date in November 2026. The new, non-recourse mortgage loan totals $121.5 million and has a three-year initial term with two one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of SOFR + 4.86%. The refinancing resulted in approximately $31 million of excess proceeds that was used to pay down the Oaktree term loan.
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Previous wording
The following table summarizes the changes in key line items from our consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Current wording
The following table summarizes the changes in key line items from our consolidated statements of operations for the three months ended March 31, 2025 and 2024 (in thousands):
Previous wording
All hotel properties held during the three and nine months ended September 30, 2024 and 2023 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three and nine months ended September 30, 2024 and 2023. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:
Current wording
All hotel properties held during the three months ended March 31, 2025 and 2024 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three months ended March 31, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:
Current wording
(1) Referred to as “Hotel Dispositions”
Previous wording
The following table illustrates the key performance indicators of the operating hotel properties and WorldQuest included in our results of operations:
Current wording
The following table illustrates the key performance indicators of the operating hotel properties included in our results of operations:
Previous wording
The following table illustrates the key performance indicators of the 68 comparable hotel properties and four consolidated Stirling OP properties that were included in our results of operations for the full three and nine months ended September 30, 2024 and 2023, respectively:
Current wording
The following table illustrates the key performance indicators of the 67 comparable hotel properties andfour consolidated Stirling OP properties that were included in our results of operations for the full three months ended March 31, 2025 and 2024, respectively:
Previous wording
Net Income (Loss) Attributable to the Company. Net loss attributable to the Company decreased $5.7 million, from $63.6 million for the three months ended September 30, 2023 (the “2023 quarter”) to $57.9 million for the three months ended September 30, 2024 (the “2024 quarter”) as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net loss attributable to the Company changed $91.5 million from income of $71.6 million for the three months ended March 31, 2024 (the “2024 quarter”) to a loss of $20.0 million for the three months ended March 31, 2025 (the “2025 quarter”) as a result of the factors discussed below.
Previous wording
Revenue. Rooms revenue from our hotel properties decreased $131.7 million, or 16.1%, to $685.8 million in the 2024 period compared to the 2023 period. This decrease is attributable to $85.0 million from our Hotel Dispositions, $49.3 million from the KEYS A and B properties that went into receivership, and $738,000 from the Stirling hotel properties, partially offset by higher rooms revenue of $2.7 million at our comparable hotel properties and $611,000 from the Le Meridien that opened in August 2024. Our comparable hotel properties experienced an increase of 1.3% in room rates and a decrease of 130 basis points in occupancy.
Current wording
Revenue. Rooms revenue from our hotel properties decreased $22.9 million, or 10.0%, to $206.3 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in rooms revenue of $16.0 million from our Hotel Dispositions and $13.7 million from the KEYS A and B properties that went into receivership in the 2024 quarter. These decreases were partially offset by $2.1 million in rooms revenue from the Le Meridien that opened in August 2024 (the “Le Meridien Opening”) and higher rooms revenue of $4.2 million and $495,000 at our comparable hotel properties and the Stirling properties, respectively, in the 2025 quarter. Our comparable hotel properties experienced an increase of 2.4% in room rates and a decrease of 59 basis points in occupancy.
Previous wording
Food and beverage revenue decreased $13.9 million, or 8.1%, to $159.0 million in the 2024 period compared to the 2023 period. This decrease is attributable to $14.0 million from our Hotel Dispositions and $1.4 million from the KEYS A and B properties that went into receivership, partially offset by higher sales of food and beverage of $1.4 million at our comparable hotel properties and $74,000 from the Le Meridien that opened in August 2024.
Current wording
Food and beverage revenue decreased $2.8 million, or 4.9%, to $54.5 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in food and beverage revenue of $3.3 million from our Hotel Dispositions and $404,000 from the KEYS A and B properties. These decreases were partially offset by higher sales of food and beverage of $483,000 at our comparable hotel properties and $401,000 from the Le Meridien Opening.
Previous wording
Other hotel revenue, which consists mainly of Internet access, parking, and spa revenue, decreased $4.8 million, or 8.8%, to $50.3 million in the 2024 period compared to the 2023 period. This decrease is attributable to $7.8 million from our Hotel Dispositions, $2.0 million from the KEYS A and B properties that went into receivership, and $17,000 from the Stirling properties, partially offset by higher other revenue of $4.9 million from our comparable hotel properties and $43,000 from the Le Meridien that opened in August 2024. Other revenue decreased $190,000, or 9.1%, to $1.9 million in the 2024 period compared to the 2023 period.
Current wording
Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, decreased $472,000, or 2.8%, to $16.2 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in other hotel revenue of $2.3 million from our Hotel Dispositions and $488,000 from the KEYS A and B properties. These decreases were partially offset by higher other hotel revenue of $2.1 million from our comparable hotel properties and $143,000 from the Le Meridien Opening. Other revenue decreased $330,000, or 51.6%, to $309,000 in the 2025 quarter compared to the 2024 quarter.
Previous wording
Hotel Operating Expenses. Hotel operating expenses decreased $37.8 million, or 16.2%, to $194.8 million. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $20.2 million in the 2024 quarter as compared to the 2023 quarter, which was primarily comprised of a decrease of $14.4 million from our Hotel Dispositions and $6.3 million from the KEYS A and B properties that went into receivership, partially offset by an increase of $311,000 from our comparable hotel properties and $197,000 from the Le Meridien that opened in August 2024. Direct expenses were 31.6% of total hotel revenue for the 2024 quarter and 31.4% for the 2023 quarter. Indirect expenses and management fees decreased $17.6 million in the 2024 quarter as compared to the 2023 quarter, which was primarily comprised of a decrease of $15.9 million from our Hotel Dispositions, $8.8 million from the KEYS A and B properties that went into receivership, partially offset by an increase of $6.8 million from our comparable hotel properties and $278,000 from the Le Meridien that opened in August 2024.
Current wording
Hotel Operating Expenses. Hotel operating expenses decreased $22.4 million, or 10.6%, to $188.5 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $9.4 million in the 2025 quarter compared to the 2024 quarter, comprised of a decrease of $7.6 million from our Hotel Dispositions and $3.9 million from the KEYS A and B properties. The decrease in direct expenses was partially offset by an increase in the 2025 quarter of $1.2 million from our comparable hotel properties and $990,000 from the Le Meridien Opening. Direct expenses were 30.9% of total hotel revenue for the 2025 quarter and 31.4% for the 2024 quarter.
Previous wording
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $545,000 or 1.0%, to $52.3 million in the 2024 period compared to the 2023 period, which was primarily due to a decrease of $5.3 million from our Hotel Dispositions and $3.0 million from the KEYS A and B properties that went into receivership, partially offset by an increase of $7.5 million from our comparable hotel properties, $127,000 from the Stirling hotel properties and $93,000 from the Le Meridien that opened in August 2024.
Current wording
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $1.3 million or 7.6%, to $16.0 million in the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to a decrease of $2.1 million from our Hotel Dispositions and $1.0 million from the KEYS A and B properties. The decrease in the 2025 quarter was partially offset by an increase of $1.5 million from our comparable hotel properties and $307,000 from the Le Meridien Opening.
Previous wording
Depreciation and Amortization. Depreciation and amortization decreased $25.5 million or 18.1%, to $115.5 million in the 2024 period compared to the 2023 period, which consisted of lower depreciation of $15.6 million from our Hotel Dispositions, $7.9 million from the KEYS A and B properties that went into receivership, and $3.0 million from our comparable hotel properties, primarily related to fully depreciated assets, partially offset by an increase of $572,000 from our Stirling hotel properties and $408,000 from the Le Meridien that opened in August 2024.
Current wording
Depreciation and Amortization. Depreciation and amortization decreased $3.2 million or 7.9%, to $37.3 million in the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to lower depreciation of $2.4 million from our Hotel Dispositions and $1.8 million from the KEYS A and B properties. The decrease in the 2025 quarter was partially offset by $1.1 million from the Le Meridien Opening.
Previous wording
Advisory Services Fee. Advisory services fee decreased $539,000, or 4.3%, to $11.9 million in the 2024 quarter compared to the 2023 quarter. The advisory services fee represents fees incurred in connection with the advisory agreement between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP. In the 2024 quarter, the advisory services fee was comprised of a base advisory fee of $8.2 million, equity-based compensation of $218,000 associated with equity grants of our common stock, PSUs, LTIP units and Performance LTIP units awarded to the officers and employees of Ashford Inc., reimbursable expenses of $3.3 million and a performance participation fee of $111,000 associated with the Stirling OP advisory agreement with Ashford Inc. In the 2023 quarter, the advisory services fee was comprised of a base advisory fee of $8.1 million, equity-based compensation of $1.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $2.9 million.
Current wording
Advisory Services Fee. Advisory services fee decreased $3.7 million, or 24.1%, to $11.5 million in the 2025 quarter compared to the 2024 quarter. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP. In the 2025 quarter, the advisory services fee was primarily comprised of a base advisory fee of $8.1 million, reimbursable expenses of $3.2 million, an incentive advisory fee of $93,000 and fees totaling $268,000 associated with Stirling OP’s advisory agreement. In the 2024 quarter, the advisory services fee was comprised of a base advisory fee of $8.0 million, equity-based compensation of $536,000 awarded to the officers and employees of Ashford Inc., reimbursable expenses of $6.4 million and fees totaling $304,000 associated with Stirling OP’s advisory agreement.
Previous wording
Corporate, General and Administrative. Corporate, general and administrative expense increased $1.2 million from $3.9 million in the 2023 quarter to $5.1 million in the 2024 quarter. The increase was primarily attributable to higher legal and professional costs of $450,000, higher reimbursed operating expenses of Ashford Securities of $723,000 and higher public company cost of $198,000, partially offset by lower miscellaneous expenses of $182,000.
Current wording
Corporate, General and Administrative. Corporate, general and administrative expense decreased $3.9 million, or 47.6%, to $4.3 million in the 2025 quarter compared to the 2024 quarter. The decrease was primarily attributable to lower reimbursed operating expenses of Ashford Securities of $3.3 million and lower miscellaneous expenses of $697,000.
Previous wording
Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties decreased $6.4 million from $6.4 million in the 2023 quarter to $9,000 in the 2024 quarter. The gain in the 2023 quarter primarily related to the sale of WorldQuest Resort in Orlando, Florida.
Current wording
Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties increased $24.9 million, from $7.0 million in the 2024 quarter to $31.9 million in the 2025 quarter. The gain in the 2025 quarter was primarily related to the sale of the Boston Courtyard Downtown in January 2025. The gain in the 2024 quarter was primarily related to the sale of the Residence Inn in Salt Lake City, Utah.
Previous wording
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities was $828,000 in the 2024 period, which consisted of equity in loss of $462,000 from OpenKey and $366,000 from an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California and $715,000 in the 2023 period which consisted of our share of loss of $427,000 in OpenKey and $288,000 in the Napa resort investment.
Current wording
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities was $431,000 in the 2025 quarter and $534,000 in the 2024 quarter. Equity in loss primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Previous wording
Interest Income. Interest income was $1.8 million and $1.9 million for the 2024 quarter and the 2023 quarter, respectively. The decrease in interest income in the 2024 quarter was primarily attributable to lower excess cash balances in the 2024 quarter compared to the 2023 quarter.
Current wording
Interest Income. Interest income was $1.2 million and $2.0 million in the 2025 quarter and the 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower excess cash balances in the 2025 quarter compared to the 2024 quarter.
Previous wording
Other Income (Expense). In the 2024 period and the 2023 period we recorded miscellaneous income of $108,000 and $277,000, respectively.
Current wording
Other Income (Expense). In the 2025 quarter and the 2024 quarter we recorded miscellaneous income of $0 and $36,000, respectively.
Previous wording
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $20.8 million, or 23.7%, to $66.8 million during the 2024 quarter compared to the 2023 quarter. The decrease is primarily due to a $10.8 million decrease on the Oaktree loan attributable to a lower principal balance and the Oaktree deferred loan costs becoming fully amortized, a decrease of $8.3 million from our Hotel Dispositions, and lower default interest and late charges recorded on mortgage loans previously in default of $4.3 million. These decreases were partially offset by higher interest expense of $2.0 million at our comparable hotel properties primarily due to higher interest rates on our variable rate debt, $337,000 from the Le Meridien and $308,000 at our Stirling properties related to a higher interest rate on the new loan. The average SOFR rates for the 2024 quarter and the 2023 quarter were 5.17% and 5.08%, respectively.
Current wording
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $7.2 million, or 9.7%, to $66.8 million in the 2025 quarter compared to the 2024 quarter. The decrease was primarily due to lower cash interest expense and amortization of loan costs of $8.7 million on the Oaktree loan as a result of the pay off of the Oaktree loan in February 2025. Other decreases in the 2025 quarter were from a $6.2 million decrease from our Hotel Dispositions and a $322,000 decrease in interest expense at our comparable hotels, primarily due to lower interest rates on our variable rate debt. These decreases were partially offset by higher default interest and late charges recorded on mortgage loans in default of $6.7 million and $1.3 million from the Le Meridien. The average SOFR rates in the 2025 quarter and the 2024 quarter were 4.36% and 5.33%, respectively.
Previous wording
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $629,000, from $11.7 million in 2023 quarter to $11.1 million in 2024 quarter. The decrease is due to lower interest rates, default charges and late fees on the KEYS Pool A and KEYS Pool B mortgage loans. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. See note 7 to our consolidated financial statements.
Current wording
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $2.1 million, from $12.1 million in the 2024 quarter to $10.0 million in the 2025 quarter. The decrease is due to three fewer hotels being under receivership in the 2025 quarter compared to the 2024 quarter. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third party purchaser. As a result, the contract asset and corresponding indebtedness associated with hotels in receivership and the accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel. See note 7 to our consolidated financial statements.
Previous wording
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees increased $1.2 million to $3.8 million in the 2024 period compared to the 2023 period. In the 2024 period, we incurred fees of approximately $3.0 million related to loan refinances and modifications and wrote-off $817,000 of unamortized loan costs. In the 2023 period, we incurred fees of $2.6 million related to loan refinances and modifications
Current wording
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees increased to $4.6 million in the 2025 quarter compared to the 2024 quarter. In the 2025 quarter, we incurred fees of approximately $1.8 million related to loan refinances and modifications, $2.2 million related to prepayment penalties and exit fees on loan refinances, wrote-off $378,000 of unamortized loan costs and incurred $193,000 non-reimbursed legal fees relating to the repaying the Oaktree loan. In the 2024 quarter, we incurred fees of $18,000 related to loan refinances and modifications.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives increased $3.5 million from $2.7 million in the 2023 quarter to $6.2 million in the 2024 quarter. In the 2024 quarter, we recognized an unrealized loss of $12.3 million associated with interest rate caps and an unrealized loss of $1.2 million from the revaluation of the embedded debt derivative in the Oaktree Agreement, partially offset by a realized gain of $7.3 million related to payments from counterparties on interest rate caps. In the 2023 quarter, we recognized an unrealized loss of $12.6 million associated with interest rate caps and an unrealized loss of $436,000 from the revaluation of the embedded debt derivative in the Oaktree Agreement, partially offset by a realized gain of $10.3 million related to payments from counterparties on interest rate caps.
Current wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $7.5 million from a $4.8 million gain in the 2024 quarter to a $2.7 million loss in the 2025 quarter. In the 2025 quarter, we recorded unrealized and realized losses of $2.3 million and $369,000, respectively, associated with interest rate caps and we recorded an unrealized loss of $901,000 from the revaluation of the embedded debt derivative in the Oaktree Agreement. These losses were partially offset by a realized gain of $692,000 related to payments from counterparties on interest rate caps and an unrealized gain of $184,000 associated with interest rate floors.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $4.6 million from a gain of $4.5 million in the 2023 period to a loss of $84,000 in the 2024 period. In the 2024 period, we recognized an unrealized loss of $24.7 million associated with interest rate caps, partially offset by a realized gain of $23.3 million related to payments from counterparties on interest rate caps and an unrealized gain of $1.3 million from the revaluation of the embedded debt derivative in the Oaktree Agreement. In the 2023 period, we recognized a realized gain of $30.8 million related to payments from counterparties on interest rate caps and an unrealized gain of $591,000 from the revaluation of the embedded debt derivative in the Oaktree Agreement, partially offset by an unrealized loss of $26.9 million associated with interest rate caps.
Current wording
In the 2024 quarter, we recognized an unrealized gain of $2.6 million from the revaluation of the embedded debt derivative in the Oaktree Agreement and a realized gain of $8.7 million related to payments from counterparties on interest rate caps. These gains were partially offset by an unrealized loss of $6.6 million associated with interest rate caps.
Previous wording
Income Tax (Expense) Benefit. Income tax expense increased $903,000, from $2.4 million in the 2023 period to $3.3 million in the 2024 period. This increase was primarily due to gains on property dispositions in the 2024 period.
Current wording
Income Tax (Expense) Benefit. Income tax expense increased $14,000, from $303,000 in the 2024 quarter to $317,000 in the 2025 quarter.
Previous wording
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $477,000 in the 2024 quarter and $0 in the 2023 quarter.
Current wording
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $1.8 million and $9,000 in the 2025 quarter and the 2024 quarter, respectively. At March 31, 2025, noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and 1.30% in Stirling OP. See note 2 to our consolidated financial statements.
Previous wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $746,000 in the 2024 quarter and $889,000 in the 2023 quarter. Redeemable noncontrolling interests represented ownership interests of 1.17% and 1.28% in the operating partnership at September 30, 2024 and 2023, respectively.
Current wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $451,000 in the 2025 quarter and net income of $853,000 in the 2024 quarter. Redeemable noncontrolling interests represented ownership interests of 1.60% and 1.25% in the operating partnership as of March 31, 2025 and 2024, respectively.
Previous wording
As of September 30, 2024, the Company held cash and cash equivalents of $119.7 million and restricted cash of $114.3 million, the vast majority of which is comprised of lender and manager-held reserves. As of September 30, 2024, $26.7 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At September 30, 2024, our net debt to gross assets was 66.3%.
Current wording
As of March 31, 2025, the Company held cash and cash equivalents of $85.8 million and restricted cash of $139.2 million, the vast majority of which is comprised of lender and manager-held reserves. As of March 31, 2025, $22.1 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At March 31, 2025, our net debt to gross assets was 70.9%.
Previous wording
Our cash position from operations is affected primarily by macro industry movements in occupancy and rate as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well and are impacted by inflation.
Current wording
Our cash position from operations is affected primarily by macro industry movements in occupancy and rates as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well and are impacted by inflation.
Previous wording
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotels declines below a threshold. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. During a cash trap, certain disbursements from these hotel operating cash receipts would require consent of our lenders. At September 30, 2024, 12 of our hotels were in cash traps and approximately $2.4 million of our restricted cash was subject to these cash traps. Our loans currently in cash traps may remain subject to cash trap provisions for a substantial period of time, which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.
Current wording
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotels declines below a threshold. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. During a cash trap, certain disbursements from these hotel operating cash receipts would require consent of our lenders. At March 31, 2025, 29 of our hotels were in cash traps and approximately $2.6 million of our restricted cash was subject to these cash traps.
Previous wording
The Company continues to work with the lender of the KEYS A and KEYS B loan pools on a consensual transfer of ownership of those hotels to the lender, and the Company anticipates that transfer could occur in the second half of 2024. The original lenders previously transferred the loans to a securitization trust. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS A and KEYS B loan pools have been transferred to a court-appointed receiver. Below is a summary of the hotel properties securing the KEYS Pool A loan and KEYS Pool B loan:
Current wording
The Company continues to work with the lender of the KEYS A and KEYS B loan pools on a consensual transfer of ownership of those hotels to the lender, and the Company anticipates that transfer could occur in 2025. The original lenders previously transferred the loans to a securitization trust. On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:
Previous wording
We derecognized the hotel properties securing the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties, and accordingly recognized a gain of $133.9 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations and recorded a contract asset of $378.2 million, which represented the liabilities we expect to be released from upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties.
Current wording
We derecognized the hotel properties that secured the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties, and accordingly recognized a gain of $133.9 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three months ended March 31, 2024. We recorded a contract asset of $378.2 million as of March 31, 2024, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third party purchaser.
Previous wording
During the three months ended September 30, 2024, we recognized an additional gain of $11.1 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations that increased the contract asset by a corresponding amount. The KEYS Pool A and the KEYS Pool B mortgage loans as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus is included in “indebtedness associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. As a result the contract asset and corresponding indebtedness associated with hotels in receivership and accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel.
Current wording
For the three months ended March 31, 2025, we recognized an additional gain of $10.0 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statement of operations that increased the contract asset by a corresponding amount. The KEYS Pool A and the KEYS Pool B mortgage loans, as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “indebtedness associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.
Previous wording
On November 8, 2024, the Company entered into a 90-day forbearance agreement for its $409.8 million mortgage loan with a final maturity of November 9, 2024 and secured by 17 hotel properties. The Company is in active discussions with the lender regarding a multi-year extension of the mortgage loan, which the Company expects to finalize during the 90-day forbearance period.
Current wording
On March 6, 2025, the $22.1 million non-recourse mortgage loan secured by the Hilton Scotts Valley reached final maturity and was not repaid resulting in a default under the terms and conditions of the mortgage loan agreement. The Company is in active discussions with the lender regarding a multi-year extension of the mortgage loan.
Previous wording
On April 6, 2022, the board of directors approved a stock repurchase program (the “Repurchase Program”) pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the 2017 Repurchase Program that the board of directors authorized in December 2017. No shares have been repurchased under the Repurchase Program. The ability to make repurchases under the Repurchase Program is subject to the same financial factors that must be taken into account in declaring a dividend as discussed herein under “Distribution Policy.”
Current wording
The board of directors has approved a stock repurchase program (the “Repurchase Program”) to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. No shares have been repurchased under the Repurchase Program. The ability to make repurchases under the Repurchase Program is subject to the same financial factors that must be taken into account in declaring a dividend as discussed herein under “Distribution Policy.”
Previous wording
On April 11, 2022, the Company entered into the Virtu Equity Distribution Agreement with Virtu, to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of November 8, 2024, the Company has issued approximately 809,000 shares of common stock for gross proceeds of approximately $10.9 million under the Virtu Equity Distribution Agreement.
Current wording
The Company has a distribution agreement with Virtu (the “Virtu Equity Distribution Agreement”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of May 12, 2025, the Company has issued approximately 813,000 shares of common stock for gross proceeds of approximately $10.9 million under the Virtu Equity Distribution Agreement.
Previous wording
On March 4, 2022, the Company filed an initial registration statement on Form S-3 with the SEC, as amended on April 29, 2022, related to the Company’s non-traded Series J Preferred Stock and Series K Preferred Stock. The registration statement was declared effective by the SEC on May 4, 2022, and contemplates the offering of up to (i) 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering and (ii) 8.0 million shares of Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan. On May 5, 2022, we filed our prospectus for the offering with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager for the offering. As of November 8, 2024, the Company has issued approximately 6.5 million shares (exclusive of the dividend reinvestment plan shares) of Series J Preferred Stock and received net proceeds of approximately $145.8 million and approximately 603,000 shares (exclusive of the dividend reinvestment plan shares) of Series K Preferred Stock and received net proceeds of approximately $14.6 million.
Current wording
On March 4, 2022, the Company filed an initial registration statement on Form S-3 with the SEC, as amended on April 29, 2022, related to the Company’s non-traded Series J Preferred Stock and Series K Preferred Stock. The registration statement was declared effective by the SEC on May 4, 2022, and contemplates the offering of up to (i) 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering and (ii) 8.0 million shares of Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan. On May 5, 2022, we filed our prospectus for the offering with the SEC. On March 31, 2025, the Company concluded it’s offering of its Series J Preferred Stock and Series K Preferred Stock. Ashford Securities, a subsidiary of Ashford Inc., served as the dealer manager for the offering. As of May 12, 2025, the Company has issued approximately 7.7 million shares (exclusive of the dividend reinvestment plan shares) of Series J Preferred Stock and received net proceeds of approximately $172.6 million and approximately 799,000 shares (exclusive of the dividend reinvestment plan shares) of Series K Preferred Stock and received net proceeds of approximately $19.4 million.
Previous wording
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by (used in) operating activities, pursuant to our consolidated statements of cash flows, which includes changes in balance sheet items, were $(37.7) million and $36.0 million for the nine months ended September 30, 2024 and 2023, respectively. Cash flows provided by (used in) operations were impacted by changes in hotel operations, our hotel dispositions and derecognized assets, as well as the timing of collecting receivables from hotel guests, paying vendors, settling with derivative counterparties, settling with related parties and settling with hotel managers.
Current wording
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows used in operating activities were $25.0 million and $46.5 million for the three months ended March 31, 2025 and 2024, respectively. Cash flows used in operations were impacted by changes in hotel operations, our hotel dispositions and derecognized assets, as well as the timing of collecting receivables from hotel guests, paying vendors and settling with derivative counterparties, related parties and hotel managers.
Previous wording
For the nine months ended September 30, 2023, net cash flows used in investing activities were $65.9 million. Cash outflows primarily consisted of $99.5 million for capital improvements made to various hotel properties $5.7 million from the issuance of a note receivable and $402,000 of payments for franchise fees, partially offset by cash inflows of $18.2 million related to restricted cash received from the initial consolidation of VIE, $14.5 million of net proceeds from disposition of a hotel property, $1.8 million related to proceeds from property insurance and $5.3 million of proceeds from the payment of a note receivable.
Current wording
Net Cash Flows Provided by (Used in) Investing Activities. For the three months ended March 31, 2025, net cash flows provided by investing activities were $99.5 million. Cash inflows consisted of $119.2 million of net proceeds from the disposition of the Courtyard Boston and $213,000 from property insurance proceeds. Cash inflows were partially offset by cash outflows of $19.9 million for capital improvements made to various hotel properties.
Previous wording
Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2024, net cash flows provided by investing activities were $211.9 million. Cash inflows consisted of $300.0 million of net proceeds from the disposition of assets and hotel properties, repayments of a note receivable of $2.5 million and $1.5 million from property insurance proceeds, partially offset by cash outflows of $87.5 million for capital improvements made to various hotel properties and $4.5 million from the issuance of a note receivable.
Current wording
For the three months ended March 31, 2024, net cash flows used in investing activities were $16.8 million. Cash outflows consisted of $33.9 million for capital improvements made to various hotel properties and $1.9 million from the issuance of a note receivable. Cash outflows were partially offset by cash inflows of $18.9 million of net proceeds from the disposition of assets and hotel properties and $154,000 from property insurance proceeds.
Previous wording
Net Cash Flows Provided by (Used in) Financing Activities. For the nine months ended September 30, 2024, net cash flows used in financing activities were $251.8 million. Cash outflows primarily consisted of $336.5 million for repayments of indebtedness, $16.7 million for payments of loan costs and exit fees, $14.7 million of payments for preferred dividends, $15.1 million of payments for derivatives and distributions to a non-controlling interest in a consolidated entity of $2.5 million, partially offset by $28.2 million of borrowing on indebtedness, $68.3 million of net proceeds from preferred stock offerings, $8.8 million of net proceeds from common stock offerings and $23.9 million from counterparty payments from in-the-money interest rate caps and $4.9 million of contributions from a non-controlling interest in a consolidated entity.
Current wording
Net Cash Flows Provided by (Used in) Financing Activities. For the three months ended March 31, 2025, net cash flows used in financing activities were $70.0 million. Cash outflows primarily consisted of $523.5 million for repayments of indebtedness, $33.6 million for payments of loan costs and exit fees, $4.3 million of payments for derivatives and $5.6 million of payments for preferred dividends. Cash outflows were partially offset by cash inflows from $471.6 million of borrowing on indebtedness, $23.7 million of net proceeds from preferred stock offerings and proceeds of $1.9 million from counterparties from in-the-money interest rate caps.
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
On March 6, 2025, the $22.1 million non-recourse mortgage loan secured by the Hilton Scotts Valley reached final maturity and was not repaid resulting in default. The Company is in active discussions with the lender regarding a multi-year extension of the mortgage loan.
Current report — wording carried from elsewhere
Our loans currently in cash traps may remain subject to cash trap provisions for a substantial period of time, which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.
Current report — wording carried from elsewhere
On December 13, 2024, the Company filed an initial registration statement on Form S-11 with the SEC, as amended on January 23, 2025, related to the Company’s non-traded Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock. The registration statement was declared effective by the SEC on February 7, 2025, and contemplates the offering of up to (i) 8.4 million shares of Series L Redeemable Preferred Stock and 3.6 million shares of Series M Redeemable Preferred Stock in a primary offering and (ii) 2.8 million shares of Series L Redeemable Preferred Stock and 1.2 million shares of Series M Redeemable Preferred Stock pursuant to a dividend reinvestment plan. On February 7, 2025, we filed our prospectus for the offering with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager for the offering. As of May 12, 2025, the Company has issued approximately 50,000 shares (exclusive of the dividend reinvestment plan shares) of Series L Preferred Stock and received net proceeds of approximately $1.0 million and approximately 44,000 shares (exclusive of the dividend reinvestment plan shares) of Series M Preferred Stock and received net proceeds of approximately $1.0 million.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities decreased $5,000 during the 2024 quarter compared to the 2023 quarter. The 2024 quarter included equity in loss of $173,000 from OpenKey and equity in earnings of $40,000 from an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California. The 2023 quarter included equity in loss of $125,000 from OpenKey and $13,000 from an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Previous report — wording carried elsewhere
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees decreased $1.2 million to $17,000 in the 2024 quarter compared to the 2023 quarter. In the 2024 quarter, we incurred fees of $17,000 related to loan refinances and modifications. In the 2023 quarter, we incurred fees of $1.3 million related to loan refinances and modifications.
Previous report — wording carried elsewhere
Advisory Services Fee. Advisory services fee increased $881,000, or 2.3%, to $38.5 million in the 2024 period compared to the 2023 period. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP. In the 2024 period, the advisory services fee was comprised of a base advisory fee of $24.4 million, equity-based compensation of $1.3 million associated with equity grants of our common stock, PSUs, LTIP units and Performance LTIP units awarded to the officers and employees of Ashford Inc., reimbursable expenses of $12.6 million and a performance participation fee of $333,000 associated with the Stirling OP advisory agreement with Ashford Inc. In the 2023 period, the advisory services fee comprised of a base advisory fee of $24.8 million, equity-based compensation of $3.6 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $9.2 million.
Previous report — wording carried elsewhere
Interest Income. Interest income was $5.4 million and $6.8 million in the 2024 period and the 2023 period, respectively. The decrease in interest income in the 2024 period was primarily attributable to lower excess cash balances in the 2024 period compared to the 2023 period.
Previous report — wording carried elsewhere
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $494,000 in the 2024 period.
Previous report — wording carried elsewhere
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net income of $672,000 in the 2024 period and a net loss of $1.8 million in the 2023 period. Redeemable noncontrolling interests represented ownership interests of 1.17% and 1.28% in the operating partnership at September 30, 2024 and 2023, respectively.
Previous report — wording carried elsewhere
During the three months ended June 30, 2024, we recognized an additional gain of $11.7 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations that increased the contract asset by a corresponding amount. The additional gain primarily represents the additional accrued interest expense recorded during the three months ended June 30, 2024.