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EX-32.2 - EXHIBIT 32.2 - ASHFORD HOSPITALITY TRUST INCaht2016q310-qxex322.htm
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EX-31.2 - EXHIBIT 31.2 - ASHFORD HOSPITALITY TRUST INCaht2016q310-qxex312.htm
EX-31.1 - EXHIBIT 31.1 - ASHFORD HOSPITALITY TRUST INCaht2016q310-qxex311.htm
EX-12 - EXHIBIT 12 - ASHFORD HOSPITALITY TRUST INCaht2016q310-qxex12.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland
 
86-1062192
(State or other jurisdiction of incorporation or organization)
 
(IRS employer identification number)
 
 
 
14185 Dallas Parkway, Suite 1100
 
 
Dallas, Texas
 
75254
(Address of principal executive offices)
 
(Zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filer
þ
 
Accelerated filer
¨
Non-accelerated filer
¨
 
Smaller reporting company
¨
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share
 
96,178,680
(Class)
 
Outstanding at November 7, 2016




ASHFORD HOSPITALITY TRUST, INC
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS


 
 
 




PART I. FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS (unaudited)

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
 
September 30, 2016
 
December 31, 2015
Assets
 
Investments in hotel properties, net
$
4,187,939

 
$
4,419,684

Cash and cash equivalents
256,421

 
215,078

Restricted cash
149,865

 
153,680

Accounts receivable, net of allowance of $722 and $715, respectively
61,019

 
40,438

Inventories
4,776

 
4,810

Note receivable, net of allowance of $6,739 and $7,083, respectively
3,906

 
3,746

Investment in unconsolidated entities
60,136

 
62,568

Deferred costs, net
2,974

 
3,847

Prepaid expenses
23,188

 
12,458

Derivative assets, net
7,851

 
3,435

Other assets
13,408

 
10,647

Intangible assets, net
9,294

 
11,343

Due from Ashford Prime OP, net

 
528

Due from third-party hotel managers
15,672

 
22,869

Assets held for sale
43,295

 

Total assets
$
4,839,744

 
$
4,965,131

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Indebtedness, net
$
3,728,645

 
$
3,840,617

Accounts payable and accrued expenses
150,119

 
123,444

Dividends and distributions payable
22,547

 
22,678

Unfavorable management contract liabilities
1,873

 
3,355

Due to Ashford Inc., net
10,240

 
9,856

Due to Ashford Prime OP, net
7

 

Due to related party, net
831

 
1,339

Due to third-party hotel managers
2,737

 
2,504

Intangible liabilities, net
16,224

 
16,494

Other liabilities
16,691

 
14,539

Liabilities related to assets held for sale
25,982

 

Total liabilities
3,975,896

 
4,034,826

Commitments and contingencies (note 14)


 


Redeemable noncontrolling interests in operating partnership
118,926

 
118,449

 
 
 
 
Equity:
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
 
 
 
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at September 30, 2016 and December 31, 2015
17

 
17

Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at September 30, 2016 and December 31, 2015
95

 
95

Series E Cumulative Preferred Stock, 0 and 4,630,000 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively

 
46

Series F Cumulative Preferred Stock, 4,800,000 and 0 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
48

 

Common stock, $0.01 par value, 200,000,000 shares authorized, 96,178,680 and 95,470,903 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
962

 
955

Additional paid-in capital
1,605,978

 
1,597,194

Accumulated deficit
(862,932
)
 
(787,221
)
Total stockholders’ equity of the Company
744,168

 
811,086

Noncontrolling interests in consolidated entities
754

 
770

Total equity
744,922

 
811,856

Total liabilities and equity
$
4,839,744

 
$
4,965,131

See Notes to Consolidated Financial Statements.

2


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Revenue
 
 
 
Rooms
$
300,875

 
$
294,768

 
$
917,396

 
$
787,428

Food and beverage
56,206

 
55,210

 
188,467

 
159,528

Other hotel revenue
14,389

 
14,097

 
43,213

 
35,402

Total hotel revenue
371,470

 
364,075

 
1,149,076

 
982,358

Other
461

 
441

 
1,297

 
1,731

Total revenue
371,931

 
364,516

 
1,150,373

 
984,089

Expenses
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Rooms
65,474

 
65,402

 
195,769

 
169,290

Food and beverage
41,086

 
40,570

 
129,606

 
108,891

Other expenses
114,377

 
112,759

 
347,126

 
295,936

Management fees
13,616

 
13,324

 
42,191

 
36,366

Total hotel expenses
234,553

 
232,055

 
714,692

 
610,483

Property taxes, insurance, and other
17,172

 
17,997

 
55,077

 
47,167

Depreciation and amortization
60,170

 
58,741

 
182,411

 
149,221

Impairment charges
4,922

 
(111
)
 
4,695

 
19,623

Transaction costs
124

 
392

 
201

 
5,850

Advisory services fee
11,948

 
10,788

 
34,927

 
31,827

Corporate, general, and administrative
1,968

 
3,772

 
6,426

 
11,732

Total expenses
330,857

 
323,634

 
998,429

 
875,903

Operating income
41,074

 
40,882

 
151,944

 
108,186

Equity in loss of unconsolidated entities
(560
)
 
(4,369
)
 
(4,432
)
 
(9,084
)
Interest income
92

 
21

 
229

 
67

Gain on acquisition of PIM Highland JV and sale of hotel properties
1,448

 

 
24,428

 
380,705

Other income (expense)
(926
)
 
(314
)
 
(4,263
)
 
1,733

Interest expense and amortization of premiums and loan costs
(55,762
)
 
(51,859
)
 
(168,167
)
 
(133,989
)
Write-off of loan costs and exit fees
(972
)
 

 
(4,913
)
 
(4,767
)
Unrealized gain on marketable securities

 

 

 
127

Unrealized gain (loss) on derivatives
(9,548
)
 
(2,750
)
 
4,248

 
(6,403
)
Income (loss) from continuing operations before income taxes
(25,154
)
 
(18,389
)
 
(926
)
 
336,575

Income tax benefit (expense)
16

 
(1,721
)
 
(1,216
)
 
(4,635
)
Income (loss) from continuing operations
(25,138
)
 
(20,110
)
 
(2,142
)
 
331,940

Gain on sale of hotel properties, net of tax

 
599

 

 
599

Net income (loss)
(25,138
)
 
(19,511
)
 
(2,142
)
 
332,539

(Income) loss from consolidated entities attributable to noncontrolling interest
(16
)
 
(3
)
 
16

 
8

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
5,009

 
3,193

 
2,745

 
(39,616
)
Net income (loss) attributable to the Company
(20,145
)
 
(16,321
)
 
619

 
292,931

Preferred dividends
(8,875
)
 
(8,490
)
 
(25,856
)
 
(25,471
)
Extinguishment of issuance costs upon redemption of Series E preferred stock
(6,124
)
 

 
(6,124
)
 

Net income (loss) attributable to common stockholders
$
(35,144
)
 
$
(24,811
)
 
$
(31,361
)
 
$
267,460

 
 
 
 
 
 
 
 
Income (loss) per share - basic and diluted:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(0.37
)
 
$
(0.26
)
 
$
(0.34
)
 
$
2.72

Weighted average common shares outstanding – basic
94,531

 
95,888

 
94,384

 
97,061

Diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(0.37
)
 
$
(0.26
)
 
$
(0.34
)
 
$
2.63

Weighted average common shares outstanding – diluted
94,531

 
95,888

 
94,384

 
115,560

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.12

 
$
0.12

 
$
0.36

 
$
0.36

See Notes to Consolidated Financial Statements.

3


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
(25,138
)
 
$
(19,511
)
 
$
(2,142
)
 
$
332,539

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Total other comprehensive income

 

 

 

Comprehensive income (loss)
(25,138
)
 
(19,511
)
 
(2,142
)
 
332,539

Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities
(16
)
 
(3
)
 
16

 
8

Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership
5,009

 
3,193

 
2,745

 
(39,616
)
Comprehensive income (loss) attributable to the Company
$
(20,145
)
 
$
(16,321
)
 
$
619

 
$
292,931

See Notes to Consolidated Financial Statements.

4


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands)
 
Preferred Stock
 
 
 
Additional
Paid In
Capital
 
 
 
Noncontrolling
Interests In
Consolidated
Entities
 
 
 

Noncontrolling
Interests in
Operating
Partnership
 
Series A
 
Series D
 
Series E
 
Series F
 
Common Stock
 
 
Accumulated
Deficit
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Total
 
Balance at January 1, 2016
1,657

 
$
17

 
9,469

 
$
95

 
4,630

 
$
46

 

 
$

 
95,471

 
$
955

 
$
1,597,194

 
$
(787,221
)
 
$
770

 
$
811,856

 
$
118,449

Purchases of common shares

 

 

 

 

 

 

 

 
(124
)
 
(1
)
 
(731
)
 

 

 
(732
)
 

Equity-based compensation

 

 

 

 

 

 

 

 

 

 
3,340

 

 

 
3,340

 
2,171

Forfeitures of restricted shares

 

 

 

 

 

 

 

 
(34
)
 

 

 

 

 

 

Issuance of restricted shares/units

 

 

 

 

 

 

 

 
862

 
8

 
(8
)
 

 

 

 
66

Redemption of preferred shares

 

 

 

 
(4,630
)
 
(46
)
 

 

 

 

 
(109,580
)
 
(6,124
)
 

 
(115,750
)
 

Issuances of preferred shares

 

 

 

 

 

 
4,800

 
48

 

 

 
115,739

 

 

 
115,787

 

Dividends declared - common shares

 

 

 

 

 

 

 

 

 

 

 
(34,686
)
 

 
(34,686
)
 

Dividends declared - preferred shares- Series A

 

 

 

 

 

 

 

 

 

 

 
(2,657
)
 

 
(2,657
)
 

Dividends declared - preferred shares- Series D

 

 

 

 

 

 

 

 

 

 

 
(15,001
)
 

 
(15,001
)
 

Dividends declared – preferred shares- Series E

 

 

 

 

 

 

 

 

 

 

 
(6,280
)
 

 
(6,280
)
 

Dividends declared – preferred shares- Series F

 

 

 

 

 

 

 

 

 

 

 
(1,918
)
 

 
(1,918
)
 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(8,655
)
Redemption/conversion of operating partnership units

 

 

 

 

 

 

 

 
4

 

 
24

 
(11
)
 

 
13

 
(13
)
Redemption value adjustment

 

 

 

 

 

 

 

 

 

 

 
(9,653
)
 

 
(9,653
)
 
9,653

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 
619

 
(16
)
 
603

 
(2,745
)
Balance at September 30, 2016
1,657

 
$
17

 
9,469

 
$
95

 

 
$

 
4,800

 
$
48

 
96,179

 
$
962

 
$
1,605,978

 
$
(862,932
)
 
$
754

 
$
744,922

 
$
118,926

See Notes to Consolidated Financial Statements.

5


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Nine Months Ended September 30,
 
2016
 
2015
Cash Flows from Operating Activities
 
Net income (loss)
$
(2,142
)
 
$
332,539

Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
 
 
 
Depreciation and amortization
182,411

 
149,221

Impairment charges
4,695

 
19,623

Amortization of intangibles
(157
)
 
(117
)
Write-off of intangibles
564

 

Bad debt expense
863

 
786

Equity in loss of unconsolidated entities
4,432

 
9,084

Distribution of earnings from unconsolidated entities

 
996

Gain on acquisition of PIM Highland JV and sale of hotel properties, net
(24,428
)
 
(381,304
)
Realized and unrealized gain on trading securities

 
(1,776
)
Purchases of marketable securities

 
(96,322
)
Sales of marketable securities

 
95,963

Net settlement of trading derivatives
(3,259
)
 
(170
)
Payments for derivatives
(230
)
 
(9,975
)
Realized and unrealized (gain) loss on derivatives
(823
)
 
6,403

Amortization of loan costs and write-off of loan costs and exit fees
21,340

 
16,699

Equity-based compensation
5,511

 
2,436

Changes in operating assets and liabilities, exclusive of effect of hotel acquisitions and dispositions of hotel properties:
 
 
 
Restricted cash
(13,065
)
 
(11,980
)
Accounts receivable and inventories
(19,190
)
 
(8,410
)
Prepaid expenses and other assets
(13,849
)
 
(8,337
)
Accounts payable and accrued expenses
26,751

 
19,369

Due to/from affiliates

 
3,473

Due to/from related party
(940
)
 
(3,923
)
Due to/from third-party hotel managers
7,405

 
(6,300
)
Due to/from Ashford Prime OP, net
535

 
774

Due to/from Ashford Inc., net
384

 
1,691

Other liabilities
1,150

 
2,829

Net cash provided by operating activities
177,958

 
133,272

Cash Flows from Investing Activities
 
 
 
Investment in unconsolidated entity
(2,000
)
 

Proceeds from payments on note receivable
184

 
184

Proceeds from franchise agreement extensions

 
2,500

Acquisition of hotel properties, net of cash acquired
(2,106
)
 
(695,969
)
Change in restricted cash related to improvements and additions to hotel properties
15,709

 
63,452

Improvements and additions to hotel properties
(137,897
)
 
(114,926
)
Net proceeds from sales of assets/properties
168,831

 
7,502

Payments for initial franchise fees
(30
)
 
(498
)
Proceeds from property insurance
268

 
385

Net cash provided by (used in) investing activities
42,959

 
(737,370
)
Cash Flows from Financing Activities
 
 
 
Borrowings on indebtedness
37,500

 
1,902,782

Repayments of indebtedness
(141,528
)
 
(1,277,606
)
Payments for loan costs and exit fees
(5,119
)
 
(38,338
)
Payments for dividends and distributions
(69,328
)
 
(68,602
)
Repurchases of common stock
(732
)
 
(52,293
)
Redemption of preferred stock
(115,750
)
 

Payments for derivatives
(104
)
 
(1,832
)
Proceeds from common stock offering

 
110,870

Proceeds from preferred stock offering
115,769

 

Other
66

 
35

Net cash provided by (used in) financing activities
(179,226
)
 
575,016

Net increase in cash and cash equivalents
41,691

 
(29,082
)
Cash and cash equivalents at beginning of period
215,078

 
215,063

Cash and cash equivalents held for sale at the end of period
(348
)
 

Cash and cash equivalents at end of period
$
256,421


$
185,981

 
 
 
 

6


 
Nine Months Ended September 30,
 
2016
 
2015
Supplemental Cash Flow Information
 
 
 
Interest paid
$
152,378

 
$
116,463

Income taxes paid
1,611

 
7,033

Supplemental Disclosure of Non-Cash Investing and Financing Activity
 
 
 
Accrued but unpaid capital expenditures
$
9,941

 
$
6,686

Investment in unconsolidated entity

 
59,338

Acquisition of land

 
3,100

Dividends and distributions declared but not paid
22,547

 
22,679

Distribution of Ashford Prime OP units

 
55,633


See Notes to Consolidated Financial Statements.

7

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1. Organization and Description of Business
Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”) focused on investing in full service hotels in the upscale and upper-upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average, and in all methods including direct real estate, equity, and debt. Other than Ashford Hospitality Trust, Inc.’s investment in Ashford Inc. common stock, 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. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
As of September 30, 2016, we owned interests in the following assets:
126 consolidated hotel properties, including 124 (three that are held for sale) directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 26,456 total rooms (or 26,429 net rooms excluding those attributable to our partners);
86 hotel condominium units at WorldQuest Resort in Orlando, Florida;
a 29.7% ownership in Ashford Inc. common stock with a carrying value of $5.7 million;
a 96.6% ownership in Ashford Quantitative Alternatives (U.S.), LP (the “AQUA U.S. Fund”) previously named AIM Real Estate Hedged Equity (U.S.) Fund, LP (the “REHE Fund”) with a carrying value of $52.7 million; and
a mezzanine loan with a carrying value of $3.9 million.
For federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of September 30, 2016, our 126 hotel properties were leased or owned by our wholly owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.
As of September 30, 2016, Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer, and Mr. Archie Bennett, Jr., our Chairman Emeritus, managed 86 of our 126 hotel properties and WorldQuest Resort. Third-party management companies managed the remaining hotel properties. On September 17, 2015, Remington Lodging and Ashford Inc. entered into an agreement pursuant to which Ashford Inc. will acquire all of the general partner interest and 80% of the limited partner interests in Remington Lodging. On April 12, 2016, Ashford Inc.’s stockholders approved the acquisition. On June 22, 2016 and September 22, 2016, Ashford Inc. amended the agreement extending the date with respect to which Ashford Inc. and Remington Lodging have the right to terminate the agreement if the acquisition is not consummated to April 7, 2017. The acquisition is subject to the satisfaction of various conditions, and if completed, will not impact our management agreements with Remington Lodging.
2. Significant Accounting Policies
Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2015 Annual Report to

8

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Stockholders on Form 10-K and Form 10-K/A filed with the Securities and Exchange Commission (“SEC”) on February 29, 2016, and March 15, 2016, respectively.
Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.
The following items affect reporting comparability related to our consolidated financial statements:
Historical seasonality patterns at some of our properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
On February 6, 2015, we acquired the Lakeway Resort & Spa, on February 25, 2015, we acquired the Memphis Marriott East hotel, on April 29, 2015, we acquired the Hampton Inn & Suites Gainesville, on June 3, 2015, we acquired the Le Pavillon Hotel, on June 17, 2015, we acquired a 9 hotel portfolio, on July 1, 2015, we acquired the W Atlanta Downtown hotel, on July 23, 2015, we acquired the Le Meridien Minneapolis, on August 5, 2015, we acquired the Hilton Garden Inn - Wisconsin Dells, on October 15, 2015, we acquired the Hotel Indigo and on November 10, 2015, we acquired the W Minneapolis Foshay. The results of these hotel properties are included in our results of operations as of their respective acquisition dates.
On March 6, 2015, we acquired the remaining approximate 28.26% interest in the 28 hotels of the PIM Highland JV. For the period from January 1, 2015 through March 5, 2015, the results of the PIM Highland JV are included in equity in loss of unconsolidated entities. On March 6, 2015, we began to consolidate the results of operations of these hotel properties.
On June 1, 2016, we sold five hotel properties comprised of the Courtyard Edison in Edison, New Jersey, the Residence Inn Buckhead in Atlanta, Georgia, and Courtyard Lake Buena Vista, Fairfield Inn Lake Buena Vista and SpringHill Suites Lake Buena Vista in Orlando, Florida (the “Noble Five Hotels”).
On September 1, 2016, we sold the Hampton Inn & Suites in Gainesville, Florida (“Hampton Inn Gainesville”).
Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Impairment of Investments in Hotel Properties—Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. We recorded an impairment charge of $5.0 million to investments in hotel properties for the three and nine months ended September 30, 2016. No impairment charges were recorded for the three months ended September 30, 2015. We recorded an impairment charge of $19.9 million for the nine months ended September 30, 2015. See note 4.
Hotel DispositionsDiscontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We believe that individual dispositions of hotel properties do not represent a strategic shift that has (or will have) a major effect on our operations and financial results.

9

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The sale of the Noble Five Hotels and Hampton Inn Gainesville on June 1, 2016 and September 1, 2016, respectively, does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. See note 4.
Assets Held for Sale—We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. On October 1, 2016, we completed the sale of the SpringHill Suites Gaithersburg in Gaithersburg, Maryland (“SpringHill Suites Gaithersburg”). The sale of the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California (“Palm Desert Hotels”) was completed on October 7, 2016. As such, these three hotel properties have been reclassified as held for sale assets as of September 30, 2016. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. The sale of these three hotel properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. Therefore, these three assets have not been reclassified to discontinued operations for the three and nine months ended September 30, 2016. See note 4.
Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 12.2% to 96.6% are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments in our unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in loss of unconsolidated entities. No such impairment was recorded in the three and nine months ended September 30, 2016 and 2015.
Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.
Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income (including accretion of discounts on the mezzanine loan using the effective interest method) is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. We were reimbursed by PIM Highland JV for costs associated with managing its day-to-day operations and providing corporate administrative services such as accounting, insurance, marketing support, asset management and other services. These reimbursements were recorded as “other” revenue. As of March 6, 2015, we acquired the remaining approximate 28.26% of the PIM Highland JV which discontinued the aforementioned reimbursements.
Equity-Based Compensation—Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant.
Recently Adopted Accounting Standards—In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The ASU amends the consolidation guidance for VIEs and general partners’ investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We have adopted this standard effective January 1, 2016, and the adoption of this standard did not have an impact on our financial position, results of operations or cash flows.

10

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Recently Issued Accounting StandardsIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. The FASB has also issued additional updates that further clarify the requirements of Topic 606 and provide implementation guidance. Early adoption is permitted for fiscal periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management's responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern. ASU 2014-15 also requires certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard will have an impact on our financial position, results of operations or cash flows.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We are evaluating the impact that ASU 2016-01 will have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. The Company is currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

11

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

3. Investments in Hotel Properties, net
Investments in hotel properties, net consisted of the following (in thousands):
 
September 30, 2016
 
December 31, 2015
Land
$
665,729

 
$
704,534

Buildings and improvements
3,917,407

 
4,026,857

Furniture, fixtures, and equipment
416,187

 
406,893

Construction in progress
29,181

 
31,235

Condominium properties
11,299

 
11,947

Total cost
5,039,803

 
5,181,466

Accumulated depreciation
(851,864
)
 
(761,782
)
Investments in hotel properties, net
$
4,187,939

 
$
4,419,684

Final Purchase Price Allocation
Hotel Indigo - Atlanta
On October 15, 2015, we acquired a 100% interest in the Hotel Indigo (“Indigo Atlanta”) in Atlanta, Georgia for total consideration of $26.9 million. As part of the transaction, we assumed a mortgage loan with a fair value of $16.6 million. See note 7. The remaining purchase price was funded in cash. We prepared a purchase price allocation of the assets acquired and liabilities assumed. The final purchase price allocation was completed with the assistance of a third party appraisal firm during the three months ended March 31, 2016. This valuation is considered a Level 3 valuation technique.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands):
Land
$
3,230

Buildings and improvements
22,135

Furniture, fixtures, and equipment
1,576

 
26,941

Indebtedness
(16,581
)
Net other assets and liabilities
425

Marriott San Antonio - Land Acquisition
On September 13, 2016, we acquired a 100% interest in the land underlying and adjacent to the Marriott San Antonio hotel in San Antonio, Texas for total consideration of $2.0 million in cash. Upon purchase of the land, we wrote-off approximately $564,000 of an intangible asset associated with a below market lease reported as a component of “other expenses” in the consolidated statements of operations.
4. Hotel Dispositions, Assets Held For Sale and Impairments
On June 1, 2016, the Company sold the Noble Five Hotels, a 5-hotel portfolio of select-service hotel properties for approximately $142.0 million in cash. The sale resulted in a gain of $22.9 million for the nine months ended September 30, 2016 and is included in “gain on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida.
On September 1, 2016, the Company sold the Hampton Inn Gainesville for approximately $26.5 million in cash. The sale resulted in a gain of $1.6 million for the three and nine months ended September 30, 2016 and is included in “gain on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations.

12

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

We included the results of operations for these assets through the date of disposition in net income (loss) as shown in the consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, respectively. The following table includes condensed financial information from these assets (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Total hotel revenue
$
926

 
$
11,918

 
$
25,673

 
$
38,247

Total hotel operating expenses
(560
)
 
(8,379
)
 
(16,316
)
 
(24,615
)
Operating income
366

 
3,539

 
9,357

 
13,632

Property taxes, insurance and other
(84
)
 
(821
)
 
(1,185
)
 
(2,078
)
Depreciation and amortization
(61
)
 
(1,991
)
 
(2,881
)
 
(5,368
)
Gain on sale of hotel properties
1,448

 

 
24,428

 

Interest expense and amortization of loan costs
(223
)
 
(1,855
)
 
(3,363
)
 
(4,933
)
Write-off of loan costs and exit fees
(940
)
 

 
(940
)
 

Net income (loss)
506

 
(1,128
)
 
25,416

 
1,253

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(71
)
 
150

 
(3,561
)
 
(166
)
Net income (loss) attributable to the Company
$
435

 
$
(978
)
 
$
21,855

 
$
1,087

Assets Held For Sale
At September 30, 2016, the Palm Desert Hotels and the SpringHill Suites Gaithersburg were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operations were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. For the three and nine months ended September 30, 2016, total revenue of $2.8 million and $11.2 million, respectively, and net loss (excluding impairment charges discussed below) of $34,000 and net income of $952,000, respectively, are included in our consolidated statements of operations. On October 1, 2016, we completed the sale of the SpringHill Suites Gaithersburg for approximately $13.2 million. On October 7, 2016, we completed the sale of the Palm Desert Hotels for approximately $36.0 million. See note 17.
The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheet at September 30, 2016 were as follows:
 
September 30, 2016
Assets
 
Investments in hotel properties, net
$
40,838

Cash and cash equivalents
348

Restricted cash
1,171

Accounts receivable
520

Inventories
17

Prepaid expenses
280

Other assets
96

Due from third-party hotel managers
25

Assets held for sale
$
43,295

 
 
Liabilities
 
Indebtedness, net
$
23,686

Accounts payable and accrued expenses
2,306

Due to related party, net
(10
)
Liabilities related to assets held for sale
$
25,982


13

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Hotel Impairments
During the three and nine months ended September 30, 2016, we recorded an impairment charge of $5.0 million related to the SpringHill Suites Gaithersburg. The impairment charge was based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. On October 1, 2016, the Company completed the sale of the property for approximately $13.2 million. After impairment charges, the carrying value of the land, building and furniture, fixtures and equipment was approximately $12.9 million at September 30, 2016.
In 2015, we announced a plan to commence the process to list for sale 24 select-service hotels. While we have determined this announcement did not meet the criteria to classify the 24 select-service hotels as held for sale, we have concluded that these properties were not to be held long-term. Based on our impairment assessment of individual properties, we recorded an impairment charge of $19.9 million related to two hotel properties during the nine months ended September 30, 2015: Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland, in the amounts of $17.1 million and $2.8 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. Our estimates of fair value reduced the respective carrying values of the Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland to $37.5 million and $15.3 million, respectively.
5. Note Receivable
At September 30, 2016 and December 31, 2015, we had one mezzanine loan receivable with a net carrying value of $3.9 million and $3.7 million, respectively, net of a valuation allowance of $6.7 million and $7.1 million, respectively. This note is secured by one hotel property, bears interest at a rate of 6.09%, and matures in 2017. All required payments on this loan are current. No impairment charges were recorded during the three and nine months ended September 30, 2016 and 2015. Valuation adjustments of $117,000 and $344,000 were credited to impairment charges during the three and nine months ended September 30, 2016 and $111,000 and $326,000 during the three and nine months ended September 30, 2015, respectively. Ongoing payments are treated as reductions of carrying value with related valuation allowance adjustments recorded as credits to impairment charges.
6. Investment in Unconsolidated Entities
Ashford Inc.
We held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 29.7% ownership interest in Ashford Inc. as of September 30, 2016, with a fair value of $28.5 million.
The following tables summarize the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 and the condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 of Ashford Inc. (in thousands):
Ashford Inc.
Condensed Consolidated Balance Sheets
(unaudited)
 
September 30, 2016
 
December 31, 2015
Total assets
$
125,957

 
$
166,991

Total liabilities
35,648

 
30,115

Redeemable noncontrolling interests
1,386

 
240

Total stockholders’ equity of Ashford Inc.
34,346

 
32,165

Noncontrolling interests in consolidated entities
54,577

 
104,471

Total equity
88,923

 
136,636

Total liabilities and equity
$
125,957

 
$
166,991

Our ownership interest in Ashford Inc.
$
5,657

 
$
6,616


14

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Ashford Inc.
Condensed Consolidated Statements of Operations
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Total revenue
$
16,538

 
$
14,496

 
$
48,099

 
$
42,103

Total operating expenses
(16,673
)
 
(13,219
)
 
(50,938
)
 
(45,600
)
Operating income (loss)
(135
)
 
1,277

 
(2,839
)
 
(3,497
)
Realized and unrealized loss on investment in unconsolidated entity, net

 
(1,954
)
 
(1,460
)
 
(3,020
)
Realized and unrealized loss on investments, net
(441
)
 
(7,826
)
 
(5,889
)
 
(9,781
)
Other
59

 
385

 
(21
)
 
599

Income tax expense
(575
)
 
(1,036
)
 
(560
)
 
(1,500
)
Net loss
(1,092
)
 
(9,154
)
 
(10,769
)
 
(17,199
)
Loss from consolidated entities attributable to noncontrolling interests
486

 
9,208

 
6,852

 
13,323

Net loss attributable to redeemable noncontrolling interests
321

 

 
794

 
10

Net income (loss) attributable to Ashford Inc.
$
(285
)
 
$
54

 
$
(3,123
)
 
$
(3,866
)
Our equity in earnings (loss) of Ashford Inc.
$
(85
)
 
$
16

 
$
(959
)
 
$
(1,242
)
AQUA U.S. Fund
In June 2015, for consideration of certain marketable securities, we obtained a 52.4% ownership interest in the AQUA U.S. Fund, previously named the REHE Fund. The AQUA U.S. Fund is managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. As of September 30, 2016 and December 31, 2015, and for the three and nine months ended September 30, 2016, the AQUA U.S. Fund was consolidated by Ashford Inc. The AQUA U.S. Fund invests substantially all of its assets in the Ashford Quantitative Alternatives Master Fund, LP (the “Master Fund”), previously named the AIM Real Estate Hedged Equity Master Fund, LP, and as a consequence of our investment in the AQUA U.S. Fund, we obtained an indirect interest in the Master Fund. Our maximum exposure of loss is limited to our investment in the AQUA U.S. Fund.
The following tables summarize the consolidated balance sheets as of September 30, 2016 and December 31, 2015 and the consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 of the AQUA U.S. Fund (in thousands):
Ashford Quantitative Alternatives (U.S.), LP
Condensed Balance Sheets
(unaudited)
 
 
September 30, 2016
 
December 31, 2015
Total assets
 
$
56,871

 
$
106,792

Total liabilities
 
2,311

 

Partners’ capital
 
54,560

 
106,792

Total liabilities and partners’ capital
 
$
56,871

 
$
106,792

Our ownership interest in the AQUA U.S. Fund
 
$
52,675

 
$
55,952


15

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Ashford Quantitative Alternatives (U.S.), LP
Condensed Statement of Operations
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
Total investment income
 
$
42

 
$
508

 
$
94

 
$
732

Net expenses
 
(58
)
 
(205
)
 
(320
)
 
(235
)
Net investment income (loss)
 
(16
)
 
303

 
(226
)
 
497

Net unrealized gain (loss) on investments
 
254

 
(7,839
)
 
1,194

 
(10,829
)
Net realized gain (loss) on investments
 
(649
)
 
29

 
(6,980
)
 
1,064

Net loss attributable to the AQUA U.S. Fund
 
$
(411
)
 
$
(7,507
)
 
$
(6,012
)
 
$
(9,268
)
Our equity in loss of the AQUA U.S. Fund
 
$
(395
)
 
$
(3,932
)
 
$
(3,277
)
 
$
(4,880
)
The Master Fund generally invests in publicly traded equity securities and put and call options on publicly traded equity securities. The AQUA U.S. Fund records its investment in the Master Fund at its proportionate share of net assets. Income (loss) and distributions are allocated to the AQUA U.S. Fund’s partners based on their ownership percentage of the AQUA U.S. Fund. Our equity in loss in the AQUA U.S. Fund represents our share of the AQUA U.S. Fund’s loss for the three and nine months ended September 30, 2016 and 2015. We generally may redeem our investment in the AQUA U.S. Fund on the last business day of the month after providing written notice. As of September 30, 2016, we have no unfunded commitments. We are not obligated to pay any portion of the management fee or the performance allocation in favor of the AQUA U.S. Fund’s investment manager and general partner, respectively, but do share pro rata in all other applicable expenses of the AQUA U.S. Fund. As of September 30, 2016 and December 31, 2015, we owned an approximate 96.6% and 52.4% ownership interest in the AQUA U.S. Fund, respectively.
Other
In July 2015, we announced that our board of directors declared the distribution (1) to our stockholders of approximately 4.1 million shares of common stock of Ashford Hospitality Prime, Inc. (“Ashford Prime”) to be received by us upon redemption of common units of Ashford Hospitality Prime Limited Partnership, the operating partnership of Ashford Prime (“Ashford Prime OP”) and (2) to the common unitholders of Ashford Trust OP of our remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015. As a result of the distribution, we no longer retain an interest in Ashford Prime. The previously deferred gain of $599,000 from the sale of the Pier House Resort in March 2014 was recognized during the three and nine months ended September 30, 2015.
In March 2016, the Company invested $2.0 million in OpenKey, which is controlled and consolidated by Ashford Inc., for a 12.2% ownership interest. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of September 30, 2016, our ownership interest had a carrying value of $1.8 million. For the three and nine months ended September 30, 2016, our equity in the loss in the unconsolidated entity was $80,000 and $196,000, respectively. Subsequent to September 30, 2016, we made an additional investment in OpenKey. See note 17.
As of December 31, 2015, we held a 14.4% subordinated beneficial interest in a trust that holds the Four Seasons property in Nevis, which had a carrying value of zero. In February 2016, the Four Seasons hotel property in Nevis was sold. No gain or loss was recognized associated with our 14.4% subordinated beneficial interest. As a result of the sale, we have no ownership interest in the hotel property as of September 30, 2016.

16

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

7. Indebtedness
Indebtedness consisted of the following (in thousands):
Indebtedness
 
Collateral
 
Maturity
 
Interest Rate
 
September 30, 2016
 
December 31, 2015
Secured revolving credit facility (3)
 
None
 
October 2016
 
Base Rate (2) + 2.00% or LIBOR (1) + 3.00%
 
$

 
$

Mortgage loan (4)
 
8 hotels
 
January 2017
 
LIBOR (1) + 4.95%
 
376,800

 
376,800

Mortgage loan (5)
 
5 hotels
 
February 2017
 
LIBOR (1) + 4.75%
 
200,000

 
200,000

Mortgage loan (6)
 
24 hotels
 
April 2017
 
LIBOR (1) + 4.39%
 
1,070,560

 
1,070,560

Mortgage loan (4)
 
1 hotel
 
April 2017
 
LIBOR (1) + 4.95%
 
33,300

 
33,300

Mortgage loan (12)
 
5 hotels
 
April 2017
 
5.95%
 
109,087

 
110,302

Mortgage loan
 
5 hotels
 
April 2017
 
5.95%
 

 
99,144

Mortgage loan (12)
 
5 hotels
 
April 2017
 
5.95%
 
149,197

 
150,860

Mortgage loan (12)
 
7 hotels
 
April 2017
 
5.95%
 
119,341

 
120,671

Mortgage loan (4)
 
1 hotel
 
May 2017
 
LIBOR (1) + 5.10%
 
25,100

 
25,100

Mortgage loan (4)
 
1 hotel
 
June 2017
 
LIBOR (1) + 5.10%
 
43,750

 
43,750

Mortgage loan
 
1 hotel
 
June 2017
 
5.98%
 
15,800

 
16,002

Mortgage loan (4)
 
8 hotels
 
July 2017
 
LIBOR (1) + 4.09%
 
144,000

 
144,000

Mortgage loan (4)
 
1 hotel
 
July 2017
 
LIBOR (1) + 4.15%
 
35,200

 
35,200

Mortgage loan (4)
 
1 hotel
 
July 2017
 
LIBOR (1) + 5.10%
 
40,500

 
40,500

Mortgage loan (7)
 
7 hotels
 
August 2017
 
LIBOR (1) + 4.35%
 
301,000

 
301,000

Mortgage loan (7) (8)
 
4 hotels
 
August 2017
 
LIBOR (1) + 4.38%
 
52,530

 
62,900

Mortgage loan (7) (12)
 
1 hotels
 
August 2017
 
LIBOR (1) + 4.20%
 
37,500

 
37,500

Mortgage loan (6)
 
17 hotels
 
December 2017
 
LIBOR (1) + 5.52%
 
412,500

 
375,000

Mortgage loan
 
1 hotel
 
January 2018
 
4.38%
 
96,644

 
98,016

Mortgage loan
 
2 hotels
 
January 2018
 
4.44%
 
105,551

 
107,054

Mortgage loan (9)
 
1 hotel
 
July 2018
 
LIBOR (1) + 4.50%
 

 
21,200

Mortgage loan (9)
 
1 hotel
 
August 2018
 
LIBOR (1) + 4.95%
 
12,000

 
12,000

Mortgage loan (10)
 
1 hotel
 
July 2019
 
LIBOR (1) + 3.75%
 
5,460

 
5,524

Mortgage loan
 
1 hotel
 
November 2020
 
6.26%
 
97,278

 
98,420

Mortgage loan
 
1 hotel
 
May 2023
 
5.46%
 
54,903

 
55,524

Mortgage loan
 
1 hotel
 
January 2024
 
5.49%
 
10,417

 
10,529

Mortgage loan
 
1 hotel
 
January 2024
 
5.49%
 
7,138

 
7,214

Mortgage loan
 
1 hotel
 
May 2024
 
4.99%
 
6,668

 
6,745

Mortgage loan
 
3 hotels
 
August 2024
 
5.20%
 
67,391

 
67,520

Mortgage loan
 
2 hotels
 
August 2024
 
4.85%
 
12,471

 
12,500

Mortgage loan
 
3 hotels
 
August 2024
 
4.90%
 
24,922

 
24,980

Mortgage loan
 
3 hotels
 
February 2025
 
4.45%
 
53,443

 
54,110

Mortgage loan
 
2 hotels
 
February 2025
 
4.45%
 
23,850

 
24,147

Mortgage loan
 
2 hotels
 
February 2025
 
4.45%
 
20,662

 
20,919

 
 
 
 
 
 
 
 
3,764,963

 
3,868,991

Premiums, net
 
 
 
 
 
 
 
4,053

 
5,626

Deferred loan costs, net
 
 
 
 
 
 
 
(16,685
)
 
(34,000
)
 
 
 
 
 
 
 
 
$
3,752,331

 
$
3,840,617

 
 
 
 
 
 
 
 
 
 
 
Indebtedness related to assets held for sale (11)
 

 
 
 

 
23,850

 

Deferred loan costs related to assets held for sale, net
 
 
 
 
 
 
 
(164
)
 

Indebtedness, net
 
 
 
 
 
 
 
$
3,728,645

 
$
3,840,617

____________________________________
(1) LIBOR rates were 0.531% and 0.430% at September 30, 2016 and December 31, 2015, respectively.
(2) Base Rate, as defined in the secured revolving credit facility agreement is the greater of (i) the prime rate set by Bank of America, (ii) federal funds rate + 0.5% or (iii) LIBOR + 1.0%.

17

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

(3) Our borrowing capacity under our secured revolving credit facility is $100.0 million. The secured revolving credit facility expired in October 2016. See note 17.
(4) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions.
(5) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions and a LIBOR floor of 0.20%. The first one-year extension period began in February 2016.
(6) This mortgage loan has four one-year extension options subject to satisfaction of certain conditions.
(7) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in August 2016.
(8) This loan had a $10.4 million pay down of principal related to the SpringHill Suites Gaithersburg on September 30, 2016. See notes 4 and 17.
(9) This mortgage loan has two one-year extension options subject to satisfaction of certain conditions.
(10) This mortgage loan provides for an interest rate of LIBOR + 3.75% with a 0.25% LIBOR floor for the first 18 months. Beginning February 2016, the interest rate is fixed at 4.0%.
(11) This mortgage loan relates to the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California. See note 4.
(12) This mortgage loan was refinanced subsequent to September 30, 2016. See note 17.
On September 30, 2016, we repaid $10.4 million of principal on our mortgage loan partially secured by the SpringHill Suites Gaithersburg. This hotel property was sold on October 1, 2016. See note 4.
On December 2, 2015, we refinanced three mortgage loans totaling $273.5 million. The initial amount of the new loan was $375.0 million. On March 1, 2016, we increased the loan amount by $37.5 million. The loan balance is now $412.5 million, which is interest only and provides for a floating interest rate of LIBOR + 5.52%. The stated maturity is December 2017, with four one-year extension options. The new loan is secured by 17 hotel properties. The SpringHill Suites in Jacksonville, Florida is now unencumbered.
During the three and nine months ended September 30, 2016 we recognized premium amortization of $527,000 and $1.6 million, respectively, and during the three and nine months ended September 30, 2015 we recognized $365,000 and $976,000, respectively. The amortization of the premium is computed using the effective interest method, which is included in interest expense and amortization of premiums and loan costs in the consolidated statements of operations.
We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. Presently, our existing financial covenants are non-recourse and primarily relate to maintaining minimum debt coverage ratios, maintaining an overall minimum net worth, maintaining a maximum loan to value ratio, and maintaining an overall minimum total assets. As of September 30, 2016, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended.
8. Income (Loss) Per Share
Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

18

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Income (loss) allocated to common stockholders:
 
 
 
 
 
 
 
Income (loss) attributable to the Company
$
(20,145
)
 
$
(16,321
)
 
$
619

 
$
292,931

Less: Dividends on preferred stock
(8,875
)
 
(8,490
)
 
(25,856
)
 
(25,471
)
Less: Extinguishment of issuance costs upon redemption of Series E preferred stock
(6,124
)
 

 
(6,124
)
 

Less: Dividends on common stock
(11,345
)
 
(11,281
)
 
(34,018
)
 
(35,216
)
Less: Dividends on unvested performance stock units
(40
)
 

 
(120
)
 

Less: Dividends on unvested restricted shares
(197
)
 
(176
)
 
(548
)
 
(517
)
Less: Undistributed income allocated to unvested shares

 

 

 
(2,713
)
Undistributed income (loss)
(46,726
)
 
(36,268
)
 
(66,047
)
 
229,014

Add back: Dividends on common stock
11,345

 
11,281

 
34,018

 
35,216

Distributed and undistributed income (loss) - basic
$
(35,381
)
 
$
(24,987
)
 
$
(32,029
)
 
$
264,230

Add back: Income allocated to operating partnership units

 

 

 
39,616

Distributed and undistributed net income (loss) - diluted
$
(35,381
)
 
$
(24,987
)
 
$
(32,029
)
 
$
303,846

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
94,531

 
95,888

 
94,384

 
97,061

Effect of assumed conversion of operating partnership units

 

 

 
18,499

Weighted average shares outstanding - diluted
94,531

 
95,888

 
94,384