ASHFORD HOSPITALITY TRUST INC

EX-99.1 · ahtsheratonmissionvalley.htm

EX-99.1
 2
 ahtsheratonmissionvalley.htm
 EX-99.1

 EXHIBIT 99.1

 On June 9, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 260-room Sheraton San Diego Mission Valley located in San Diego, California (“Sheraton San Diego”) for total consideration of approximately $45.0 million in cash, net of selling expenses. Additionally, the Company paid approximately $35.9 million to the mortgage lender. The mortgage loan is secured by 15 hotels including Sheraton San Diego.
 The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Sheraton San Diego and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of Sheraton San Diego are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.

 ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 March 31, 2026
 (in thousands, except share and per share amounts)  

 Ashford Trust Consolidated
Historical (A) Sheraton
 San Diego (B)
 Adjustments Ashford Trust
Consolidated
Pro Forma
 ASSETS
 Investments in hotel properties, gross ($82,787 attributable to VIEs) $ 2,617,922  $ 56,864  $ —  $ 2,561,058 
 Accumulated depreciation ($(6,594) attributable to VIEs) (810,924) (20,101) —  (790,823)
 Investments in hotel properties, net ($76,193 attributable to VIEs) 1,806,998  36,763  —  1,770,235 
 Contract asset 335,979  —  —  335,979 
 Cash and cash equivalents ($1,011 attributable to VIEs) 78,042  324  44,964  (C) (i) 81,979 
 (4,831) (C) (i)
 (35,872) (C) (ii)
 Restricted cash ($4,203 attributable to VIEs) 141,203  —  —  141,203 

 Accounts receivable ($170 attributable to VIEs), net of allowance of $435 43,426  694  —  42,732 
 Inventories ($34 attributable to VIEs) 3,106  53  —  3,053 
 Notes receivable, net 12,486  —  —  12,486 

 Investments in unconsolidated entities 7,063  —  —  7,063 

 Deferred costs, net ($79 attributable to VIEs) 1,210  —  —  1,210 

 Derivative assets 1,212  —  —  1,212 
 Operating lease right-of-use assets 41,035  —  —  41,035 
 Prepaid expenses and other assets ($153 attributable to VIEs) 53,235  303  —  52,932 

 Due from third-party hotel managers 24,535  —  —  24,535 
 Assets held for sale 55,779  —  —  55,779 
 Total assets $ 2,605,309  $ 38,137  $ 4,261  $ 2,571,433 
 LIABILITIES AND EQUITY/DEFICIT
 Liabilities:
 Indebtedness, net ($15,910 attributable to VIEs) $ 2,287,163  $ 32,092  $ (3,044) (C) (ii) $ 2,252,027 
 Debt associated with hotels in receivership 252,000  —  —  252,000 
 Finance lease liability 17,417  —  —  17,417 

 Accounts payable and accrued expenses ($15,427 attributable to VIEs) 140,837  5,411  —  135,426 
 Accrued interest payable ($151 attributable to VIEs) 31,787  125  —  31,662 
 Accrued interest associated with hotels in receivership 83,979  —  —  83,979 
 Dividends and distributions payable 4,247  —  —  4,247 

 Due to Ashford Inc., net 65,638  —  —  65,638 

 Due to related parties, net ($3,517 attributable to VIEs) 12,319  669  —  11,650 
 Due to third-party hotel managers 1,306  —  —  1,306 

 Operating lease liabilities 44,042  —  —  44,042 

 Other liabilities ($28,919 attributable to VIEs) 36,695  —  — 

 36,695 
 Liabilities related to assets held for sale 66,613  —  —  66,613 
 Total liabilities 3,044,043  38,297  (3,044) 3,002,702 
 Commitments and contingencies
 Redeemable noncontrolling interests in operating partnership 19,945  —  —  19,945 
 Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at March 31, 2026 183,655  —  —  183,655 
 Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at March 31, 2026 18,591  —  —  18,591 
 Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at March 31, 2026 5,547  —  —  5,547 
 Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at March 31, 2026 13,831  —  —  13,831 
 Equity (deficit):
 Preferred stock, $0.01 par value, 55,000,000 shares authorized:
 Series D Cumulative Preferred Stock, 1,111,127 shares issued and outstanding at March 31, 2026 11  —  —  11 
 Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at March 31, 2026 10  —  —  10 
 Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at March 31, 2026 15  —  —  15 
 Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at March 31, 2026 10  —  —  10 
 Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at March 31, 2026 11  —  —  11 
 Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at March 31, 2026 65  —  —  65 
 Additional paid-in capital 2,402,044  (160) 36,763  (C) (i) 2,402,044 
 (4,831) (C) (i)
 (32,092) (C) (ii)
 Accumulated deficit (3,097,325) —  8,201  (C) (i) (3,089,860)
 (736) (C) (ii)
 Total stockholders’ equity (deficit) of the Company (695,159) (160) 7,305  (687,694)
 Noncontrolling interest in consolidated entities 14,856  —  —  14,856 
 Total equity (deficit) (680,303) (160) 7,305  (672,838)
 Total liabilities and equity/deficit $ 2,605,309  $ 38,137  $ 4,261  $ 2,571,433 

 See accompanying notes.
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 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 (A) Represents the historical consolidated balance sheet of Ashford Trust as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q, filed on May 14, 2026.
 (B) Represents the removal of the historical balance sheet of Sheraton San Diego as of March 31, 2026.
 (C) Represents adjustments for Ashford Trust’s disposition of Sheraton San Diego as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $45.0 million, net of selling expenses and cash paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Sheraton San Diego.
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 ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 Year Ended December 31, 2025
 (in thousands, except per share amounts)
 Ashford Trust Consolidated
Historical (A) Sheraton
San Diego (B) Adjustments Ashford Trust
Consolidated
Pro Forma
 REVENUE
 Rooms $ 825,623  $ 13,096  $ —  $ 812,527 
 Food and beverage 207,588  1,416  —  206,172 
 Other hotel revenue 69,643  753  —  68,890 
 Total hotel revenue 1,102,854  15,265  —  1,087,589 
 Other 1,534  —  —  1,534 
 Total revenue 1,104,388  15,265  —  1,089,123 
 EXPENSES
 Hotel operating expenses:
 Rooms 198,106  3,304  —  194,802 
 Food and beverage 139,828  1,315  —  138,513 
 Other expenses 392,070  5,604  —  386,466 
 Management fees 38,264  455  —  37,809 
 Total hotel expenses 768,268  10,678  —  757,590 
 Property taxes, insurance and other 59,793  654  —  59,139 
 Depreciation and amortization 141,295  1,667  —  139,628 

 Impairment charges 67,648  —  —  67,648 

 Advisory services fee 49,039  —  —  49,039 
 Corporate, general and administrative 20,783  —  —  20,783 
 Total operating expenses 1,106,826  12,999  —  1,093,827 
 Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
 79,799  —  8,201  (C) (i) 88,000 
 Gain (loss) on derecognition of assets 39,054  —  —  39,054 
 OPERATING INCOME (LOSS) 116,415  2,266  8,201  122,350 
 Equity in earnings (loss) of unconsolidated entities (325) —  —  (325)
 Interest income 4,739  —  —  4,739 

 Interest expense and amortization of discounts and loan costs (256,229) (3,405) —  (252,824)
 Interest expense associated with hotels in receivership (39,038) —  —  (39,038)
 Write-off of premiums, loan costs and exit fees (8,853) (182) (736) (C) (ii)
 (9,407)
 Gain (loss) on extinguishment of debt 335  —  —  335 

 Realized and unrealized gain (loss) on derivatives (5,346) —  —  (5,346)
 INCOME (LOSS) BEFORE INCOME TAXES (188,302) (1,321) 7,465  (179,516)
 Income tax (expense) benefit 143  —  —  143 

 NET INCOME (LOSS) (188,159) (1,321) 7,465  (179,373)
 (Income) loss attributable to noncontrolling interest in consolidated entities 5,058  —  —  5,058 
 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 3,262  —  (126) (C) (iv) 3,136 
 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (179,839) (1,321) 7,339  (171,179)
 Preferred dividends (28,216) —  —  (28,216)
 Deemed dividends on redeemable preferred stock (6,949) —  —  (6,949)

 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (215,004) $ (1,321) $ 7,339  $ (206,344)
 INCOME (LOSS) PER SHARE - BASIC:
 Net income (loss) attributable to common stockholders $ (35.99) $ (34.54)
 Weighted average common shares outstanding—basic 5,974  5,974 
 INCOME (LOSS) PER SHARE - DILUTED:
 Net income (loss) attributable to common stockholders $ (35.99) $ (34.54)
 Weighted average common shares outstanding—diluted 5,974  5,974 

 See accompanying notes.
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 ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 Three Months Ended March 31, 2026
 (in thousands, except per share amounts)
 Ashford Trust Consolidated
Historical (A) Sheraton
San Diego (B) Adjustments Ashford Trust
Consolidated
Pro Forma
 REVENUE
 Rooms $ 200,025  $ 2,977  $ —  $ 197,048 
 Food and beverage 51,570  351  —  51,219 
 Other hotel revenue 15,983  219  —  15,764 
 Total hotel revenue 267,578  3,547  —  264,031 
 Other 154  —  —  154 
 Total revenue 267,732  3,547  —  264,185 
 EXPENSES
 Hotel operating expenses:
 Rooms 46,190  732  —  45,458 
 Food and beverage 34,383  414  —  33,969 
 Other expenses 91,273  1,364  —  89,909 
 Management fees 9,284  106  —  9,178 
 Total hotel expenses 181,130  2,616  —  178,514 
 Property taxes, insurance and other 14,894  127  —  14,767 
 Depreciation and amortization 32,006  513  —  31,493 

 Impairment charges 112,649  —  —  112,649 

 Advisory services fee 20,023  —  —  20,023 
 Corporate, general and administrative 1,602  —  —  1,602 
 Total operating expenses 362,304  3,256  —  359,048 
 Gain (loss) on disposition of assets and hotel properties 100,030  —  —  100,030 
 Gain (loss) on derecognition of assets 7,790  —  —  7,790 
 OPERATING INCOME (LOSS) 13,248  291  —  12,957 
 Equity in earnings (loss) of unconsolidated entities (202) —  —  (202)
 Interest income 922  —  —  922 
 Other income (expense) 3,223  —  —  3,223 
 Interest expense and amortization of discounts and loan costs (73,554) (868) —  (72,686)
 Interest expense associated with hotels in receivership (7,820) —  —  (7,820)
 Write-off of premiums, loan costs and exit fees (1,254) —  —  (1,254)
 Gain (loss) on extinguishment of debt (25) —  —  (25)

 Realized and unrealized gain (loss) on derivatives 757  —  —  757 
 INCOME (LOSS) BEFORE INCOME TAXES (64,705) (577) —  (64,128)
 Income tax (expense) benefit (752) —  26  (C) (iii) (726)

 NET INCOME (LOSS) (65,457) (577) 26  (64,854)
 (Income) loss attributable to noncontrolling interest in consolidated entities 655  —  —  655 
 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 1,030  —  (9) (C) (iv) 1,021 
 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (63,772) (577) 17  (63,178)
 Preferred dividends (2,714) —  —  (2,714)
 Deemed dividends on redeemable preferred stock (4,600) —  —  (4,600)

 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (71,086) $ (577) $ 17  $ (70,492)
 INCOME (LOSS) PER SHARE - BASIC:
 Income (loss) attributable to common stockholders $ (11.03) $ (10.94)
 Weighted average common shares outstanding—basic 6,442  6,442 
 INCOME (LOSS) PER SHARE - DILUTED:
 Income (loss) attributable to common stockholders $ (11.03) $ (10.94)
 Weighted average common shares outstanding—diluted 6,442  6,442 

 See accompanying notes.
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 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 (A) Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 14, 2026.
 (B) Represents the removal of the historical consolidated statements of operations of Sheraton San Diego for the year ended December 31, 2025 and the three months ended March 31, 2026.
 (C) Represents adjustments for the Company’s sale of Sheraton San Diego, which includes: (i) the estimated non-recurring gain on the disposition of Sheraton San Diego for the year ended December 31, 2025; (ii) an adjustment for write off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Sheraton San Diego, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.43% for the three months ended March 31, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain resulting from the disposition of Sheraton San Diego is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
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