Document
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 June 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
 
96,176,799
(Class)
 
Outstanding at August 5, 2016


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

TABLE OF CONTENTS


 
 
 


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)
 
June 30, 2016
 
December 31, 2015
Assets
 
Investments in hotel properties, net
$
4,236,009

 
$
4,419,684

Cash and cash equivalents
261,821

 
215,078

Restricted cash
161,935

 
153,680

Accounts receivable, net of allowance of $877 and $715, respectively
55,147

 
40,438

Inventories
4,765

 
4,810

Note receivable, net of allowance of $6,856 and $7,083, respectively
3,850

 
3,746

Investment in unconsolidated entities
60,696

 
62,568

Deferred costs, net
3,347

 
3,847

Prepaid expenses
24,103

 
12,458

Derivative assets, net
15,800

 
3,435

Other assets
12,159

 
10,647

Intangible assets, net
11,245

 
11,343

Due from Ashford Prime OP, net
15

 
528

Due from related party, net
2,202

 
—

Due from third-party hotel managers
18,040

 
22,869

Assets held for sale
29,831

 
—

Total assets
$
4,900,965

 
$
4,965,131

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Indebtedness, net
$
3,758,767

 
$
3,840,617

Accounts payable and accrued expenses
138,786

 
123,444

Dividends and distributions payable
23,097

 
22,678

Unfavorable management contract liabilities
2,367

 
3,355

Due to Ashford Inc., net
7,336

 
9,856

Due to related party, net
—

 
1,339

Due to third-party hotel managers
2,989

 
2,504

Intangible liabilities, net
16,297

 
16,494

Other liabilities
16,789

 
14,539

Liabilities related to assets held for sale
24,429

 
—

Total liabilities
3,990,857

 
4,034,826

Commitments and contingencies (note 14)


 


Redeemable noncontrolling interests in operating partnership
109,703

 
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 June 30, 2016 and December 31, 2015
17

 
17

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

 
95

Series E Cumulative Preferred Stock, 4,630,000 shares issued and outstanding at June 30, 2016 and December 31, 2015
46

 
46

Common stock, $0.01 par value, 200,000,000 shares authorized, 96,176,799 and 95,470,903 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
962

 
955

Additional paid-in capital
1,598,486

 
1,597,194

Accumulated deficit
(799,939
)
 
(787,221
)
Total stockholders’ equity of the Company
799,667

 
811,086

Noncontrolling interests in consolidated entities
738

 
770

Total equity
800,405

 
811,856

Total liabilities and equity
$
4,900,965

 
$
4,965,131

See Notes to Consolidated Financial Statements.

2
Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenue
 
 
 
Rooms
$
325,906

 
$
291,670

 
$
616,521

 
$
492,660

Food and beverage
69,206

 
64,765

 
132,261

 
104,318

Other hotel revenue
15,115

 
12,473

 
28,824

 
21,305

Total hotel revenue
410,227

 
368,908

 
777,606

 
618,283

Other
443

 
430

 
836

 
1,290

Total revenue
410,670

 
369,338

 
778,442

 
619,573

Expenses
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Rooms
67,193

 
60,735

 
130,295

 
103,888

Food and beverage
45,419

 
42,041

 
88,520

 
68,321

Other expenses
119,612

 
108,395

 
232,749

 
183,177

Management fees
14,880

 
13,385

 
28,575

 
23,042

Total hotel expenses
247,104

 
224,556

 
480,139

 
378,428

Property taxes, insurance, and other
19,293

 
17,576

 
37,905

 
29,170

Depreciation and amortization
60,079

 
52,616

 
122,241

 
90,480

Impairment charges
(116
)
 
19,840

 
(227
)
 
19,734

Transaction costs
(18
)
 
4,959

 
77

 
5,458

Advisory services fee
12,076

 
11,472

 
22,979

 
21,039

Corporate, general, and administrative
2,785

 
3,120

 
4,458

 
7,960

Total expenses
341,203

 
334,139

 
667,572

 
552,269

Operating income
69,467

 
35,199

 
110,870

 
67,304

Equity in earnings (loss) of unconsolidated entities
(287
)
 
1,907

 
(3,872
)
 
(4,715
)
Interest income
74

 
30

 
137

 
46

Gain on acquisition of PIM Highland JV and sale of hotel properties
23,094

 
—

 
22,980

 
380,705

Other income (expense)
(3,085
)
 
(2,283
)
 
(3,337
)
 
2,047

Interest expense and amortization of premiums and loan costs
(56,462
)
 
(47,495
)
 
(112,405
)
 
(82,130
)
Write-off of loan costs and exit fees
(3,941
)
 
—

 
(3,941
)
 
(4,767
)
Unrealized gain on marketable securities
—

 
1,929

 
—

 
127

Unrealized gain (loss) on derivatives
6,878

 
(1,955
)
 
13,796

 
(3,653
)
Income (loss) from continuing operations before income taxes
35,738

 
(12,668
)
 
24,228

 
354,964

Income tax expense
(603
)
 
(2,089
)
 
(1,232
)
 
(2,914
)
Net income (loss)
35,135

 
(14,757
)
 
22,996

 
352,050

(Income) loss from consolidated entities attributable to noncontrolling interest
(6
)
 
(14
)
 
32

 
11

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(4,376
)
 
2,527

 
(2,264
)
 
(42,809
)
Net income (loss) attributable to the Company
30,753

 
(12,244
)
 
20,764

 
309,252

Preferred dividends
(8,491
)
 
(8,491
)
 
(16,981
)
 
(16,981
)
Net income (loss) attributable to common stockholders
$
22,262

 
$
(20,735
)
 
$
3,783

 
$
292,271

 
 
 
 
 
 
 
 
Income (loss) per share - basic and diluted:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.23

 
$
(0.21
)
 
$
0.04

 
$
2.96

Weighted average common shares outstanding – basic
94,474

 
99,755

 
94,309

 
97,661

Diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.23

 
$
(0.21
)
 
$
0.04

 
$
2.86

Weighted average common shares outstanding – diluted
94,474

 
99,755

 
94,309

 
116,118

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.12

 
$
0.12

 
$
0.24

 
$
0.24

See Notes to Consolidated Financial Statements.

3
Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
35,135

 
$
(14,757
)
 
$
22,996

 
$
352,050

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

 
—

 
—

 
—

Comprehensive income (loss)
35,135

 
(14,757
)
 
22,996

 
352,050

Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities
(6
)
 
(14
)
 
32

 
11

Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership
(4,376
)
 
2,527

 
(2,264
)
 
(42,809
)
Comprehensive income (loss) attributable to the Company
$
30,753

 
$
(12,244
)
 
$
20,764

 
$
309,252

See Notes to Consolidated Financial Statements.

4
Table of Contents

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
 
Common Stock
 
 
Accumulated
Deficit
 
 
 
 
 
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
)
 
(733
)
 
—

 
—

 
(734
)
 
—

Equity-based compensation
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
2,009

 
—

 
—

 
2,009

 
1,317

Forfeitures of restricted shares
—

 
—

 
—

 
—

 
—

 
—

 
(19
)
 
—

 
—

 
—

 
—

 
—

 
—

Issuance of restricted shares/units
—

 
—

 
—

 
—

 
—

 
—

 
845

 
8

 
(8
)
 
—

 
—

 
—

 
66

Dividends declared - common shares
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(23,104
)
 
—

 
(23,104
)
 
—

Dividends declared - preferred shares- Series A
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,771
)
 
—

 
(1,771
)
 
—

Dividends declared - preferred shares- Series D
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(10,001
)
 
—

 
(10,001
)
 
—

Dividends declared – preferred shares- Series E
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,209
)
 
—

 
(5,209
)
 
—

Distributions to noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,766
)
Redemption/conversion of operating partnership units
—

 
—

 
—

 
—

 
—

 
—

 
4

 
—

 
24

 
(11
)
 
—

 
13

 
(13
)
Redemption value adjustment
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
6,614

 
—

 
6,614

 
(6,614
)
Net income (loss)
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
20,764

 
(32
)
 
20,732

 
2,264

Balance at June 30, 2016
1,657

 
$
17

 
9,469

 
$
95

 
4,630

 
$
46

 
96,177

 
$
962

 
$
1,598,486

 
$
(799,939
)
 
$
738

 
$
800,405

 
$
109,703

See Notes to Consolidated Financial Statements.

5
Table of Contents

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Six Months Ended June 30,
 
2016
 
2015
Cash Flows from Operating Activities
 
Net income
$
22,996

 
$
352,050

Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
 
 
 
Depreciation and amortization
122,241

 
90,480

Impairment charges
(227
)
 
19,734

Amortization of intangibles
(99
)
 
(68
)
Bad debt expense
693

 
466

Equity in loss of unconsolidated entities
3,872

 
4,715

Distribution of earnings from unconsolidated entities
—

 
498

Gain on acquisition of PIM Highland JV and sale of properties, net
(22,980
)
 
(380,705
)
Realized and unrealized gain on trading securities
—

 
(1,906
)
Purchases of marketable securities
—

 
(96,322
)
Sales of marketable securities
—

 
95,963

Net settlement of trading derivatives
(560
)
 
(1,420
)
Payments for derivatives
(230
)
 
(3,000
)
Realized and unrealized (gains) losses on derivatives
(11,074
)
 
3,653

Amortization of loan costs and write-off of loan costs and exit fees
15,247

 
11,771

Equity-based compensation
3,326

 
1,860

Changes in operating assets and liabilities, exclusive of effect of hotel acquisitions and dispositions of hotel properties:
 
 
 
Restricted cash
(15,874
)
 
(12,524
)
Accounts receivable and inventories
(13,646
)
 
(11,790
)
Prepaid expenses and other assets
(13,370
)
 
(6,866
)
Accounts payable and accrued expenses
15,553

 
16,079

Due to/from affiliates
—

 
3,473

Due to/from related party
(4,019
)
 
(4,056
)
Due to/from third-party hotel managers
5,314

 
(6,132
)
Due to/from Ashford Prime OP, net
513

 
(185
)
Due to/from Ashford Inc., net
(2,520
)
 
1,129

Other liabilities
1,614

 
3,363

Net cash provided by operating activities
106,770

 
80,260

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

Proceeds from sale/payments of note receivable
123

 
122

Proceeds from franchise agreement extensions
—

 
2,500

Acquisition of hotel properties, net of cash acquired
—

 
(613,449
)
Change in restricted cash related to improvements and additions to hotel properties
6,354

 
58,377

Improvements and additions to hotel properties
(88,169
)
 
(72,716
)
Net proceeds from sales of assets/properties
142,792

 
7,502

Payments for initial franchise fees
(30
)
 
(298
)
Proceeds from property insurance
194

 
320

Net cash provided by (used in) investing activities
59,264

 
(617,642
)
Cash Flows from Financing Activities
 
 
 
Borrowings on indebtedness
37,500

 
1,850,282

Repayments of indebtedness
(105,888
)
 
(1,272,501
)
Payments of loan costs and exit fees
(4,575
)
 
(36,900
)
Payments of dividends and distributions
(45,432
)
 
(45,234
)
Repurchases of common shares
(734
)
 
(543
)
Payments for derivatives
(73
)
 
(1,617
)
Proceeds from common stock offering
—

 
110,870

Distributions to noncontrolling interests in consolidated entities
—

 
—

Other
66

 
35

Net cash provided by (used in) financing activities
(119,136
)
 
604,392


6
Table of Contents

 
Six Months Ended June 30,
 
2016
 
2015
Net increase in cash and cash equivalents
46,898

 
67,010

Cash and cash equivalents at beginning of period
215,078

 
215,063

Cash and cash equivalents held for sale at the end of period
(155
)
 
—

Cash and cash equivalents at end of period
$
261,821


$
282,073

Supplemental Cash Flow Information
 
 
 
Interest paid
$
100,521

 
$
70,400

Income taxes paid
1,312

 
4,638

Supplemental Disclosure of Non-Cash Investing and Financing Activity
 
 
 
Accrued but unpaid capital expenditures
$
7,817

 
$
6,321

Dividend receivable from Ashford Prime OP
—

 
498

Investment in unconsolidated entity
—

 
59,338

Acquisition of land
—

 
3,100

Dividends and distributions declared but not paid
23,097

 
23,369


See Notes to Consolidated Financial Statements.

7
Table of Contents
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 June 30, 2016, we owned interests in the following assets:
•
127 consolidated hotel properties, including 125 (two that are held for sale) directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 26,580 total rooms (or 26,553 net rooms excluding those attributable to our partners);
•
85 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 92.7% 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 $53.1 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 June 30, 2016, our 127 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 June 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 87 of our 127 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, 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 by October 7, 2016. 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
Table of Contents
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 six months ended June 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”).
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. No impairment charges were recorded for investments in hotel properties for the three and six months ended June 30, 2016. We recorded impairment charges of $19.9 million for both the three and six months ended June 30, 2015. See note 4.
Hotel Dispositions—Discontinued 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. The sale of the Noble Five Hotels on June 1, 2016, does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. See note 4.

9
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

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. The definitive agreement to sell the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California, announced on June 1, 2016, is considered probable and expected to sell within one year. As such, the two hotel properties have been reclassified as held for sale assets as of June 30, 2016. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. The sale of these two hotel properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results. Therefore, these two assets have not been reclassified to discontinued operations for the three and six months ended June 30, 2016. The sale is expected to close in the third quarter.
Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 12.2% to 92.7% 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 loss in unconsolidated entities. No such impairment was recorded in the three and six months ended June 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.
Marketable Securities—Prior to our investment in the AQUA U.S. Fund, we held marketable securities. Marketable securities included U.S. treasury bills, publicly traded equity securities and stocks, and put and call options on certain publicly traded securities. All of these investments were recorded at fair value. Put and call options were considered derivatives. The fair value of these investments was based on the closing price as of the balance sheet date. The cost of securities sold was determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains or losses and costs of investment, was reported as a component of “other income (expense).” Unrealized gains and losses on these investments were reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.
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.

10
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

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.
Recently Issued Accounting Standards—In 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.

11
Table of Contents
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):
 
June 30, 2016
 
December 31, 2015
Land
$
669,368

 
$
704,534

Buildings and improvements
3,930,876

 
4,026,857

Furniture, fixtures, and equipment
411,832

 
406,893

Construction in progress
26,075

 
31,235

Condominium properties
11,250

 
11,947

Total cost
5,049,401

 
5,181,466

Accumulated depreciation
(813,392
)
 
(761,782
)
Investments in hotel properties, net
$
4,236,009

 
$
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

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 $23.1 million for the three and six months ended June 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. 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 six months ended June 30, 2016 and 2015, respectively.

12
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The following table includes condensed financial information from these assets (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Total hotel revenue
$
7,707

 
$
11,765

 
$
21,645

 
$
25,342

Total hotel operating expenses
(5,769
)
 
(7,582
)
 
(14,182
)
 
(15,701
)
Operating income
1,938

 
4,183

 
7,463

 
9,641

Property taxes, insurance and other
(428
)
 
(609
)
 
(875
)
 
(1,212
)
Depreciation and amortization
(380
)
 
(1,644
)
 
(2,255
)
 
(3,193
)
Gain on sale of hotel properties
23,094

 
—

 
23,094

 
—

Interest expense and amortization of loan costs
(1,015
)
 
(1,536
)
 
(2,502
)
 
(3,059
)
Net income
23,209

 
394

 
24,925

 
2,177

Net income from continuing operations attributable to redeemable noncontrolling interests in operating partnership
(3,242
)
 
(50
)
 
(3,475
)
 
(271
)
Net income (loss) from continuing operations attributable to the Company
$
19,967

 
$
344

 
$
21,450

 
$
1,906

Assets Held For Sale
On June 1, 2016, we announced that we had entered into a definitive agreement for the sale of the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California for approximately $36.0 million. At June 30, 2016, the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California, 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. The sale is expected to close in the third quarter. For the three and six months ended June 30, 2016, total revenue of $2.6 million and $6.3 million, respectively, and net income of $408,000 and $1.4 million, respectively, are included in our consolidated statements of operations.
The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheet at June 30, 2016 were as follows:
 
June 30, 2016
Assets
 
Investments in hotel properties, net
$
27,973

Cash and cash equivalents
155

Restricted cash
1,265

Accounts receivable
155

Inventories
17

Prepaid expenses
175

Other assets
38

Due from related party, net
53

Assets held for sale
$
29,831

 
 
Liabilities
 
Indebtedness, net
$
23,815

Accounts payable and accrued expenses
614

Liabilities related to assets held for sale
$
24,429


13
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Hotel Impairments
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 three and six months ended June 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 June 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 $6.9 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 six months ended June 30, 2016 and 2015. Valuation adjustments of $116,000 and $227,000 were credited to impairment charges during the three and six months ended June 30, 2016 and $109,000 and $215,000 during the three and six months ended June 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 hold approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 29.7% ownership interest in Ashford Inc. as of June 30, 2016, with a fair value of $29.9 million.
The following tables summarize the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015 and the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 of Ashford Inc. (in thousands):
Ashford Inc.
Condensed Consolidated Balance Sheets
(unaudited)
 
June 30, 2016
 
December 31, 2015
Total assets
$
126,312

 
$
166,991

Total liabilities
37,608

 
30,115

Redeemable noncontrolling interests
1,267

 
240

Total stockholders’ equity of Ashford Inc.
32,374

 
32,165

Noncontrolling interests in consolidated entities
55,063

 
104,471

Total equity
87,437

 
136,636

Total liabilities and equity
$
126,312

 
$
166,991

Our ownership interest in Ashford Inc.
$
5,742

 
$
6,616


14
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Ashford Inc.
Condensed Consolidated Statements of Operations
(unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Total revenue
$
18,152

 
$
14,489

 
$
31,561

 
$
27,607

Total operating expenses
(20,344
)
 
(10,629
)
 
(34,265
)
 
(32,381
)
Operating income (loss)
(2,192
)
 
3,860

 
(2,704
)
 
(4,774
)
Realized and unrealized loss on investment in unconsolidated entity, net
—

 
(1,066
)
 
(1,460
)
 
(1,066
)
Realized and unrealized gain (loss) on investments, net
236

 
(2,000
)
 
(5,448
)
 
(1,955
)
Other
22

 
207

 
(80
)
 
214

Income tax expense
655

 
(233
)
 
15

 
(464
)
Net income (loss)
(1,279
)
 
768

 
(9,677
)
 
(8,045
)
(Income) loss from consolidated entities attributable to noncontrolling interests
(182
)
 
3,154

 
6,366

 
4,115

Net (income) loss attributable to redeemable noncontrolling interests
355

 
(8
)
 
473

 
10

Net income (loss) attributable to Ashford Inc.
$
(1,106
)
 
$
3,914

 
$
(2,838
)
 
$
(3,920
)
Our equity in earnings (loss) of Ashford Inc.
$
(355
)
 
$
1,483

 
$
(874
)
 
$
(1,258
)
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 June 30, 2016 and December 31, 2015, and for the three and six months ended June 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 June 30, 2016 and December 31, 2015 and the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 of the AQUA U.S. Fund (in thousands):
Ashford Quantitative Alternatives (U.S.), LP
Condensed Balance Sheets
(unaudited)
 
 
June 30, 2016
 
December 31, 2015
Total assets
 
$
57,281

 
$
106,792

Total liabilities
 
2,311

 
—

Partners’ capital
 
54,970

 
106,792

Total liabilities and partners’ capital
 
$
57,281

 
$
106,792

Our ownership interest in the AQUA U.S. Fund
 
$
53,070

 
$
55,952


15
Table of Contents
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 June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Total investment income
 
$
34

 
$
216

 
$
52

 
$
223

Net expenses
 
(73
)
 
(33
)
 
(262
)
 
(31
)
Net investment income
 
(39
)
 
183

 
(210
)
 
192

Net unrealized gain (loss) on investments
 
(178
)
 
(3,028
)
 
940

 
(2,982
)
Net realized gain (loss) on investments
 
470

 
1,033

 
(6,331
)
 
1,030

Net income (loss) attributable to the AQUA U.S. Fund
 
$
253

 
$
(1,812
)
 
$
(5,601
)
 
$
(1,760
)
Our equity in earnings (loss) of the AQUA U.S. Fund
 
$
184

 
$
(948
)
 
$
(2,882
)
 
$
(948
)
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 six months ended June 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 June 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 June 30, 2016 and December 31, 2015, we owned an approximate 92.7% and 52.4% ownership interest in the AQUA U.S. Fund, respectively.
Other
In March 2016, the Company invested $2.0 million in an unconsolidated entity that 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 June 30, 2016, our ownership interest had a carrying value of $1.9 million. For both the three and six months ended June 30, 2016, our equity in the loss in the unconsolidated entity was $116,000.
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 June 30, 2016.

16
Table of Contents
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
 
June 30, 2016
 
December 31, 2015
Mortgage loan (3)
 
7 hotels
 
August 2016
 
LIBOR (1) + 4.35%
 
$
301,000

 
$
301,000

Mortgage loan (3) 
 
5 hotels
 
August 2016
 
LIBOR (1) + 4.38%
 
62,900

 
62,900

Mortgage loan (3)
 
1 hotel
 
August 2016
 
LIBOR (1) + 4.20%
 
37,500

 
37,500

Secured revolving credit facility (4)
 
None
 
October 2016
 
Base Rate (2) + 2.00% or LIBOR (1) + 3.00%
 
—

 
—

Mortgage loan (3)
 
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 (3)
 
1 hotel
 
April 2017
 
LIBOR (1) + 4.95%
 
33,300

 
33,300

Mortgage loan
 
5 hotels
 
April 2017
 
5.95%
 
109,492

 
110,302

Mortgage loan
 
5 hotels
 
April 2017
 
5.95%
 
—

 
99,144

Mortgage loan
 
5 hotels
 
April 2017
 
5.95%
 
149,752

 
150,860

Mortgage loan
 
7 hotels
 
April 2017
 
5.95%
 
119,784

 
120,671

Mortgage loan (3)
 
1 hotel
 
May 2017
 
LIBOR (1) + 5.10%
 
25,100

 
25,100

Mortgage loan (3)
 
1 hotel
 
June 2017
 
LIBOR (1) + 5.10%
 
43,750

 
43,750

Mortgage loan
 
1 hotel
 
June 2017
 
5.98%
 
15,868

 
16,002

Mortgage loan (3)
 
8 hotels
 
July 2017
 
LIBOR (1) + 4.09%
 
144,000

 
144,000

Mortgage loan (3)
 
1 hotel
 
July 2017
 
LIBOR (1) + 4.15%
 
35,200

 
35,200

Mortgage loan (3)
 
1 hotel
 
July 2017
 
LIBOR (1) + 5.10%
 
40,500

 
40,500

Mortgage loan (6) (9)
 
17 hotels
 
December 2017
 
LIBOR (1) + 5.52%
 
412,500

 
375,000

Mortgage loan
 
1 hotel
 
January 2018
 
4.38%
 
97,103

 
98,016

Mortgage loan
 
2 hotels
 
January 2018
 
4.44%
 
106,222

 
107,054

Mortgage loan (7)
 
1 hotel
 
July 2018
 
LIBOR (1) + 4.50%
 
21,200

 
21,200

Mortgage loan (7)
 
1 hotel
 
August 2018
 
LIBOR (1) + 4.95%
 
12,000

 
12,000

Mortgage loan (8)
 
1 hotel
 
July 2019
 
LIBOR (1) + 3.75%
 
5,492

 
5,524

Mortgage loan
 
1 hotel
 
November 2020
 
6.26%
 
97,659

 
98,420

Mortgage loan
 
1 hotel
 
May 2023
 
5.46%
 
55,110

 
55,524

Mortgage loan
 
1 hotel
 
January 2024
 
5.49%
 
10,454

 
10,529

Mortgage loan
 
1 hotel
 
January 2024
 
5.49%
 
7,163

 
7,214

Mortgage loan
 
1 hotel
 
May 2024
 
4.99%
 
6,693

 
6,745

Mortgage loan
 
3 hotels
 
August 2024
 
5.20%
 
67,520

 
67,520

Mortgage loan
 
2 hotels
 
August 2024
 
4.85%
 
12,500

 
12,500

Mortgage loan
 
3 hotels
 
August 2024
 
4.90%
 
24,980

 
24,980

Mortgage loan
 
3 hotels
 
February 2025
 
4.45%
 
53,741

 
54,110

Mortgage loan
 
2 hotels
 
February 2025
 
4.45%
 
23,983

 
24,147

Mortgage loan
 
2 hotels
 
February 2025
 
4.45%
 
20,777

 
20,919

 
 
 
 
 
 
 
 
3,800,603

 
3,868,991

Premiums, net
 
 
 
 
 
 
 
4,581

 
5,626

Deferred loan costs, net
 
 
 
 
 
 
 
(22,601
)
 
(34,000
)
Total indebtedness
 
 
 
 
 
 
 
$
3,782,583

 
$
3,840,617

Indebtedness related to assets held for sale (10)
 
2 hotels
 
February 2025
 
4.45%
 
23,983

 
 
Deferred loan costs, net
 
 
 
 
 
 
 
(167
)
 
 
Indebtedness, net
 
 
 
 
 
 
 
$
3,758,767

 
 
____________________________________
(1) LIBOR rates were 0.465% and 0.430% at June 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%.
(3) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions.
(4) Our borrowing capacity under our secured revolving credit facility is $100.0 million.

17
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

(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 two one-year extension options subject to satisfaction of certain conditions.
(8) 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%.
(9) These mortgage loans are collateralized by the same properties.
(10) This loan relates to the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California. See notes 4 and 17.
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 six months ended June 30, 2016 we recognized premium amortization of $524,000 and $1.0 million, respectively, and during the three and six ended June 30, 2015 we recognized $484,000 and $611,000, 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 June 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
Table of Contents
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 June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Income (loss) allocated to common stockholders:
 
 
 
 
 
 
 
Income (loss) attributable to the Company
$
30,753

 
$
(12,244
)
 
$
20,764

 
$
309,252

Less: Dividends on preferred stock
(8,491
)
 
(8,491
)
 
(16,981
)
 
(16,981
)
Less: Dividends on common stock
(11,340
)
 
(11,971
)
 
(22,673
)
 
(23,935
)
Less: Dividends on unvested performance stock units
(40
)
 
—

 
(80
)
 
—

Less: Dividends on unvested restricted shares
(203
)
 
(176
)
 
(351
)
 
(341
)
Less: Undistributed income allocated to unvested performance stock units
(6
)
 
—

 
—

 
—

Less: Undistributed income allocated to unvested shares
(187
)
 
—

 
—

 
(2,691
)
Undistributed income (loss)
10,486

 
(32,882
)
 
(19,321
)
 
265,304

Add back: Dividends on common stock
11,340

 
11,971

 
22,673

 
23,935

Distributed and undistributed income (loss) - basic
$
21,826

 
$
(20,911
)
 
$
3,352

 
$
289,239

Add back: Income allocated to operating partnership units
—

 
—

 
—

 
42,809

Distributed and undistributed net income (loss) - diluted
$
21,826

 
$
(20,911
)
 
$
3,352

 
$
332,048

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
94,474

 
99,755

 
94,309

 
97,661

Effect of assumed conversion of operating partnership units
—

 
—

 
—

 
18,457

Weighted average shares outstanding - diluted
94,474

 
99,755

 
94,309

 
116,118

 
 
 
 
 
 
 
 
Basic income (loss) per share:
 
 
 
 
 
 
 
Net income (loss) allocated to common stockholders per share
$
0.23

 
$
(0.21
)
 
$
0.04

 
$
2.96

 
 
 
 
 
 
 
 
Diluted income (loss) per share:
 
 
 
 
 
 
 
Net income (loss) allocated to common stockholders per share
$
0.23

 
$
(0.21
)
 
$
0.04

 
$
2.86

Due to the anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Income (loss) allocated to common stockholders is not adjusted for:
 
 
 
 
 
 
 
Income allocated to unvested restricted shares
$
390

 
$
176

 
$
351

 
$
3,032

Income allocated to unvested performance stock units
46

 
—

 
80

 
—

Income (loss) attributable to noncontrolling interest in operating partnership units
4,376

 
(2,527
)
 
2,264

 
—

Total
$
4,812

 
$
(2,351
)
 
$
2,695

 
$
3,032

 
 
 
 
 
 
 
 
Weighted average diluted shares are not adjusted for:
 
 
 
 
 
 
 
Effect of unvested restricted shares
396

 
347

 
262

 
389

Effect of unvested performance stock units
30

 
—

 
15

 
—

Effect of assumed conversion of operating partnership units
18,844

 
18,542

 
18,943

 
—

Total
19,270

 
18,889

 
19,220

 
389


19
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

9. Derivative Instruments and Hedging
Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives and interest rate floors to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value.
For the six months ended June 30, 2016, we entered into interest rate caps with notional amounts totaling $237.5 million and strike rates ranging from 2.25% to 4.50%. These interest rate caps had effective dates from February 2016 to March 2016, and maturity dates from February 2017 to December 2017, and a total cost of $73,000. These instruments were not designated as cash flow hedges. These instruments cap the interest rates on our mortgage loans with principal balances of $237.5 million and maturity dates from February 2017 to December 2017.
For the six months ended June 30, 2015, we entered into interest rate caps with notional amounts totaling $1.7 billion and strike rates ranging from 1.50% to 3.00%. These interest rate caps had effective dates from January 2015 to June 2015, and maturity dates from January 2017 to July 2018, for a total cost of $1.6 million. These instruments were not designated as cash flow hedges. We also entered into interest rate floors with notional amounts totaling $6.0 billion and strike rates ranging from (0.25)% to 0%. These interest rate floors had effective dates from April 2015 to July 2015, and maturity dates from April 2020 to July 2020, for a total cost of $9.4 million.
As of June 30, 2016, we had interest rate caps with notional amounts totaling $2.8 billion and strike rates ranging from 1.5% to 4.5%. These instruments had maturity dates ranging from August 2016 to August 2018. As of June 30, 2016, we had interest rate floors with notional amounts totaling $6.0 billion and strike rates ranging from (0.25)% to 0%. These instruments had maturity dates ranging from April 2020 to July 2020.
Credit Default Swap Derivatives—A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $4.6 million as of June 30, 2016. Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000.
Options on Futures Contracts—In March 2016, we purchased an option on Eurodollar futures for upfront costs of $250,000, including commissions of $20,000, and a maturity date of June 2017.
10. Fair Value Measurements
Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below:
•
Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.
•
Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
•
Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

20
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors, and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.
Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty.
Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). 
Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied.
Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs).
When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2016, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.465% to 0.730% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of hedge and non-hedge designated derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

21
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):
 
 
Quoted Market Prices (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Counterparty and Cash Collateral Netting(1)
 
Total
 
 
 
 
June 30, 2016:
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives - floors
$
—

 
$
14,729

 
$
—

 
$
—

 
$
14,729

(2) 
 
Interest rate derivatives - caps
—

 
13

 
—

 
—

 
13

(2) 
 
Credit default swaps
—

 
3,779

 
—

 
(3,071
)
 
708

(2) 
 
Options on futures contracts
350

 
—

 
—

 
—

 
350

(2) 
 
Total
$
350

 
$
18,521

 
$
—

 
$
(3,071
)
 
$
15,800

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015:
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives - floors
$
—

 
$
1,747

 
$
—

 
$
—

 
$
1,747

(2) 
 
Interest rate derivatives - caps
—

 
361

 
—

 
—

 
361

(2) 
 
Credit default swaps
—

 
5,152

 
—

 
(4,059
)
 
1,093

(2) 
 
Options on futures contracts
234

 
—

 
—

 
—

 
234

(2) 
 
Total
$
234

 
$
7,260

 
$
—

 
$
(4,059
)
 
$
3,435

 
____________________________________
(1) Represents net cash collateral posted between us and our counterparty.
(2) Reported net as “derivative assets, net” in the consolidated balance sheets.

22
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Effect of Fair-Value-Measured Assets and Liabilities on Consolidated Statements of Operations
The following tables summarize the effect of fair-value-measured assets and liabilities on the consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 (in thousands):
 
Gain (Loss)
Recognized in Income
 
 
Three Months Ended June 30,
 
 
2016
 
2015
 
Assets
 
 
 
 
Derivative assets:
 
 
 
 
Interest rate derivatives - floors
$
5,281

 
$
(2,030
)
 
Interest rate derivatives - caps
(83
)
 
(411
)
 
Credit default swaps
(888
)
(5) 
353

 
Options on futures contracts
(154
)
 
—

 
Equity put options
—

 
(426
)
 
Equity call options
—

 
(54
)
 
Non-derivative assets:
 
 
 
 
Equity - American Depositary Receipt
—

 
(85
)
 
Equity
—

 
(989
)
 
U.S. Treasury
—

 
(93
)
 
Total
4,156

 
(3,735
)
 
Liabilities
 
 
 
 
Derivative liabilities:
 
 
 
 
Short-equity put options
—

 
407

 
Short-equity call options
—

 
891

 
Non-derivative liabilities:
 
 
 
 
Short-equity securities
—

 
114

 
Total
—

 
1,412

 
Net
$
4,156

 
$
(2,323
)
 
 
 
 
 
 
Total combined
 
 
 
 
Interest rate derivatives - floors
$
5,281

 
$
(2,030
)
 
Interest rate derivatives - caps
(83
)
 
(411
)
 
Credit default swaps
1,834

 
486

 
Options on futures contracts
(154
)
 
—

 
Total derivatives
6,878

(1) 
(1,955
)
(1) 
Realized loss on credit default swaps
(2,722
)
(2) (5) 
—

 
Unrealized loss on marketable securities
—

 
1,929

(3) 
Realized gain on marketable securities
—

 
(2,297
)
(2) (4) 
Net
$
4,156

 
$
(2,323
)
 

23
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

 
 Gain (Loss) Recognized in Income
 
 
Six Months Ended June 30,
 
 
2016
 
2015
 
Assets
 
 
 
 
Derivative assets:
 
 
 
 
Interest rate derivatives - floors
$
12,982

 
$
(2,030
)
 
Interest rate derivatives - caps
(420
)
 
(1,428
)
 
Credit default swaps
(1,373
)
(5) 
(384
)
 
Options on futures contracts
(115
)
 
—

 
Equity put options
—

 
(1,717
)
 
Equity call options
—

 
26

 
Non-derivative assets:
 
 
 
 
Equity - American Depositary Receipt
—

 
(150
)
 
Equity
—

 
1,072

 
U.S. Treasury
—

 
314

 
Total
11,074

 
(4,297
)
 
Liabilities
 
 
 
 
Derivative liabilities:
 
 
 
 
Short equity put options
$
—

 
$
1,002

 
Short equity call options
—

 
1,470

 
Non-derivative liabilities:
 
 
 
 
Short equity securities
—

 
78

 
Total
—

 
2,550

 
Net
$
11,074

 
$
(1,747
)
 
Total combined
 
 
 
 
Interest rate derivatives - floors
$
12,982

 
$
(2,030
)
 
Interest rate derivatives - caps
(420
)
 
(1,428
)
 
Credit default swaps
1,349

 
(195
)
 
Options on futures contracts
(115
)
 
—

 
Total derivatives
13,796

(1) 
(3,653
)
(1) 
Realized loss on credit default swaps
(2,722
)
(2) (5) 
—

 
Unrealized gain (loss) on marketable securities
—

 
127

(3) 
Realized gain on marketable securities
—

 
1,779

(2) (4) 
Net
$
11,074

 
$
(1,747
)
 
 
 
 
 
 
____________________________________
(1) Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations.
(2) Included in “other income (expense)” in the consolidated statements of operations.
(3) Reported as “unrealized loss on marketable securities” in the consolidated statements of operations.
(4) Includes costs of $133 and $189 for the three and six months ended June 30, 2015, respectively, associated with credit default swaps.
(5)Excludes costs of $188 and $378, included in “other income (expense)” for the three and six months ended June 30, 2016, respectively, associated with credit default swaps.

24
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

11. Summary of Fair Value of Financial Instruments
Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):
 
June 30, 2016
 
December 31, 2015
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial assets and liabilities measured at fair value:
 
 
 
 
 
 
 
Derivative assets, net
$
15,800

 
$
15,800

 
$
3,435

 
$
3,435

 
 
 
 
 
 
 
 
Financial assets not measured at fair value:
 
 
 
 
 
 
 
Cash and cash equivalents
$
261,821

 
$
261,821

 
$
215,078

 
$
215,078

Restricted cash
161,935

 
161,935

 
153,680

 
153,680

Accounts receivable, net
55,147

 
55,147

 
40,438

 
40,438

Note receivable, net
3,850

 
3,509 to 3,879

 
3,746

 
3,344 to 3,696

Due from Ashford Prime OP, net
15

 
15

 
528

 
528

Due from related party, net
2,202

 
2,202

 
—

 
—

Due from third-party hotel managers
18,040

 
18,040

 
22,869

 
22,869

 
 
 
 
 
 
 
 
Financial liabilities not measured at fair value:
 
 
 
 
 
 
 
Indebtedness
$
3,805,184

 
$3,626,701 to $4,008,462

 
$
3,874,617

 
$3,683,196 to $4,070,904

Accounts payable and accrued expenses
138,786

 
138,786

 
123,444

 
123,444

Dividends payable
23,097

 
23,097

 
22,678

 
22,678

Due to Ashford Inc., net
7,336

 
7,336

 
9,856

 
9,856

Due to related party, net
—

 
—

 
1,339

 
1,339

Due to third-party hotel managers
2,989

 
2,989

 
2,504

 
2,504

Cash, cash equivalents, and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.
Accounts receivable, net, accounts payable and accrued expenses, dividends payable, due to/from Ashford Prime OP, due to/from related party, due to/from Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.
Note receivable, net. Fair value of notes receivable is determined using similar loans with similar collateral. We relied on our internal analysis of what we believe a willing buyer would pay for this note. We estimated the fair value of the note receivable to be approximately 8.9% to 0.8% lower than the carrying value of $3.9 million at June 30, 2016 and approximately 10.7% to 1.3% lower than the carrying value of $3.7 million at December 31, 2015. This is considered a Level 2 valuation technique.
Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 95.3% to 105.3% of the carrying value of $3.8 billion at June 30, 2016 and approximately 95.1% to 105.1% of the carrying value of $3.9 billion at December 31, 2015. This is considered a Level 2 valuation technique.
Derivative assets, net. Fair value of interest rate derivatives is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their

25
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

last reported settlement price as of the measurement date. See notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values.
12. Redeemable Noncontrolling Interests in Operating Partnership
Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested throughout the period plus distributions paid to the limited partners with regard to the Class B common units. Class B common units have a fixed dividend rate of 7.2% and have priority in payment of cash dividends over common units but otherwise have no preference over common units. Aside from the Class B common units, all other outstanding units represent common units. Beginning one year after issuance, each common unit (including each Class B common unit) may be redeemed for either cash or, at our sole discretion, up to one share of our common stock. Beginning in July 2016, each Class B common unit may be converted into a common unit at either party’s discretion. As a result of the Ashford Inc. spin-off, holders of our common stock were distributed one share of Ashford Inc. common stock for every 87 shares of our common stock, while our unitholders received one common unit of the operating limited liability company subsidiary of Ashford Inc. for each common unit of our operating partnership the holder held, and such holder then had the opportunity to exchange up to 99% of those units for shares of Ashford Inc. common stock at the rate of one share of Ashford Inc. common stock for every 55 common units of the operating limited liability company subsidiary of Ashford Inc. Following the spin-off, Ashford Trust continues to hold 598,000 shares of Ashford Inc. common stock for the benefit of its common stockholders, and all of our remaining lodging investments are owned by Ashford Trust OP. Therefore, each common unit and LTIP unit was worth approximately 94% and 95% of one share of our common stock at June 30, 2016 and December 31, 2015, respectively.
LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods from three to five years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.
On March 31, 2016, the compensation committee of the board of directors of the Company approved Performance LTIP units to certain executive officers. The award agreements provide for the grant of a maximum number of approximately 804,000 Performance LTIP units that will be settled in LTIPs or common units of the Ashford Trust OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period, which began on January 1, 2016 and ends on December 31, 2018. The actual number of units earned may be adjusted from 0% to 100% based on achievement of a specified relative total stockholder return and specified absolute total stockholder return, based on the formula determined by the Company’s Compensation Committee on the grant date. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. The unamortized fair value of Performance LTIP units of $1.7 million at June 30, 2016 will be expensed over a period of 2.5 years. Compensation expense of $168,000 was recorded for both the three and six months ended June 30, 2016.
As of June 30, 2016, we have issued a total of 10.1 million LTIP units (including Performance LTIP units), all of which, other than approximately 104,000, 1.2 million and 662,000 issued in May 2016, March 2016 and March 2015, respectively, have reached full economic parity with, and are convertible into, common units. Expense of $801,000 and $1.1 million was recognized for the three and six months ended June 30, 2016, respectively, and expense of $820,000 and $884,000 was recognized for the three and six months ended June 30, 2015, respectively, which was associated with LTIP units issued to Ashford LLC’s employees and Ashford Trust’s directors and is included in “advisory services fee” and “corporate, general and administrative,” respectively, in our consolidated statements of operations. As the LTIP units are issued to non-employees, the compensation expense was determined based on the share price as of the end of the period. The fair value of the unrecognized cost of LTIP units, which was $3.9 million at June 30, 2016, will be expensed over a period of approximately 2.75 years.
During the three and six months ended June 30, 2016, approximately 5,000 common units with an aggregate fair value of approximately $24,000 were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price. During the three and six months ended June 30, 2015, 2,000 and 150,000 common units with an aggregate fair

26
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

value of $23,000 and $1.5 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price.
Redeemable noncontrolling interests, including vested LTIP units, in our operating partnership as of June 30, 2016 and December 31, 2015 were $109.7 million and $118.4 million, respectively, which represents ownership of our operating partnership of 13.97% and 13.36%, respectively. The carrying value of redeemable noncontrolling interests as of June 30, 2016 and December 31, 2015 included adjustments of $88.4 million and $95.0 million, respectively, to reflect the excess of the redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net income of $4.4 million and $2.3 million for the three and six months ended June 30, 2016, respectively, and net loss of $2.5 million and net income of $42.8 million for the three and six months ended June 30, 2015, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $2.9 million and $5.8 million for the three and six months ended June 30, 2016, respectively, and $2.7 million and $5.5 million for the three and six months ended June 30, 2015, respectively.
13. Equity and Equity-Based Compensation
Common Stock Dividends—For each of the 2016 and 2015 quarters, the board of directors declared quarterly dividends of $0.12 per outstanding share of common stock with an annualized target of $0.48 per share for 2016.
Restricted Stock Units—Restricted stock unit compensation expense for the three and six months ended June 30, 2016 was $1.2 million and $1.9 million, respectively, which is associated with restricted shares of our common stock issued to Ashford LLC’s employees and certain employees of Remington Lodging and are included in “advisory services fee” and “management fees,” respectively, in our consolidated statements of operations. Stock-based compensation expense for the three and six months ended June 30, 2015, was $869,000 and $976,000, respectively, which is associated with restricted shares of our common stock issued to Ashford LLC’s employees and Ashford Trust’s directors and is included in “advisory services fee” and “corporate, general and administrative”, respectively, in our consolidated statements of operations. The fair value of the unrecognized cost of restricted shares, which was $7.3 million at June 30, 2016, will be expensed over a period of approximately 2.75 years.
Performance Stock Units—On March 31, 2016, the compensation committee of the board of directors of the Company approved grants of PSUs to certain executive officers. The award agreements provide for the grant of a target number of approximately 336,000 PSUs that will be settled in shares of common stock of the Company, if and when the applicable vesting criteria have been achieved following the end of the performance and service period, which began on January 1, 2016 and ends on December 31, 2018. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return and specified absolute total stockholder return, based on the formula determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. Compensation expense of $143,000 was recorded for both the three and six months ended June 30, 2016. The fair value of the unrecognized cost of PSUs, which was $1.4 million at June 30, 2016, will be expensed over a period of approximately 2.5 years.
Preferred Dividends—During the three months ended June 30, 2016, the board of directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock, $0.5281 per share for our 8.45% Series D preferred stock, and $0.5625 per share for our 9.00% Series E preferred stock. During the three months ended June 30, 2015, the board of directors declared quarterly dividends of $0.5344 per share for our 8.55% Series A preferred stock, $0.5281 per share for our 8.45% Series D preferred stock and $0.5625 per share for our 9.00% Series E preferred stock.
Noncontrolling Interests in Consolidated Entities—Our noncontrolling entity partner had an ownership interest of 15% in two hotel properties and a total carrying value of $738,000 and $770,000 at June 30, 2016 and December 31, 2015, respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated income of $6,000 and loss of $32,000 for the three and six months ended June 30, 2016, respectively, and allocated income of $14,000 and loss of $11,000 for the three and six months ended June 30, 2015, respectively.
14. Commitments and Contingencies
Restricted Cash—Under certain management and debt agreements for our hotel properties existing at June 30, 2016, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements.
Franchise Fees—Under franchise agreements for our hotel properties existing at June 30, 2016, we pay franchisor royalty fees between 2% and 6% of gross rooms revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 6% of gross rooms revenue and, in some cases,

27
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

food and beverage revenues. These franchise agreements expire on varying dates between 2017 and 2040. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.
We incurred franchise fees of $19.1 million and $36.2 million for the three and six months ended June 30, 2016, respectively, and $16.9 million and $28.8 million for the three and six months ended June 30, 2015, respectively. Franchise fees are included in “other” hotel expenses in the consolidated statements of operations.
Management Fees—Under management agreements for our hotel properties existing at June 30, 2016, we pay a) monthly property management fees equal to the greater of $10,000 (CPI adjusted since 2003) or 3% of gross revenues, or in some cases 1.5% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2017 through 2044, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.
Income Taxes— We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2012 through 2015 remain subject to potential examination by certain federal and state taxing authorities.
Potential Pension Liabilities—Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, that Remington Lodging’s withdrawal of recognition was unlawful. Pending the final determination of the NLRB complaint, including appeals, the pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that (a) Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement, and (b) if the withdrawal of recognition is ultimately deemed lawful, Remington Lodging will have an unfunded pension liability equal to $1.7 million minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000, Remington Lodging’s remaining withdrawal liability shall be the unfunded pension liability of $1.7 million minus $100,000 (or $1.6 million). This remaining unfunded pension liability shall be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of the twenty-(20)-year capped period, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. We agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement.
Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. A final judgment was entered and the landlord filed an appeal with the 4th District Court of Appeals in Florida. Both parties have fully briefed the Appeal and oral argument took place on May 31, 2016. A decision from the Court of Appeals will likely be announced during late summer/early fall of 2016. The parties have agreed to table any hearings to establish attorney's fees until after the Court of Appeals decision.
As a result of the jury verdict, we recorded the $10.8 million judgment, pre-judgment interest of $802,000 and accrued a reasonable estimate of $400,000 of loss related to legal fees during 2014 and 2015. For the three and six months ended June 30, 2016, we recorded additional pre-judgment interest of $24,000 and $48,000, respectively. Including the judgment, pre-judgment interest and estimated loss of legal expenses, total expenses recorded were $12.1 million through June 30, 2016. The additional charges related to pre-judgment interest are included in “other” hotel expenses in the consolidated statements of operations for the three and six months ended June 30, 2016.

28
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods.
15. Segment Reporting
We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotels through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of June 30, 2016 and December 31, 2015, all of our hotel properties were domestically located.
16. Related Party Transactions
Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. The advisory agreement was amended in June 2015. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale, subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. We are also required to pay Ashford LLC an incentive fee that is based on our total return performance as compared to our peer group as well as to reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period.
The following table summarizes the advisory services fees incurred (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Advisory services fee
 
 
 
 
 
 
 
Base advisory fee
$
8,726

 
$
8,505

 
$
17,266

 
$
16,516

Reimbursable expenses (1)
1,602

 
1,816

 
3,065

 
3,201

Equity-based compensation (2) 
1,748

 
1,151

 
2,648

 
1,322

Total advisory services fee
$
12,076

 
$
11,472

 
$
22,979

 
$
21,039

________
(1) 
Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services.
(2)  
Equity-based compensation is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to officers and employees of Ashford LLC.
In connection with our acquisition of the Le Pavillon and Ashford Inc.’s engagement to provide hotel advisory services to us, Ashford Inc. will be providing $4.0 million of key money consideration to purchase furniture, fixtures and equipment.
At June 30, 2016 and December 31, 2015, we had a payable of $7.3 million and $9.9 million, respectively, included in due to Ashford Inc., net, associated with the advisory services fee discussed above.
Certain employees of Remington Lodging, who perform work on behalf of Ashford Trust, were granted approximately 147,000 shares and 167,000 shares of restricted stock under the Ashford Trust Stock Plan on June 30, 2015 and April 1, 2016, respectively. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $71,000 and $155,000 was recognized for the three and six months ended June 30, 2016, respectively. No expense was recognized for both the three and six months ended June 30, 2015. The unamortized fair value of these grants was $1.3 million as of June 30, 2016, which will be amortized over a period of 2.75 years.

29
Table of Contents
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

17. Subsequent Events
In June 2016, the Company entered into a definitive agreement to sell the Hampton Inn & Suites in Gainesville, Florida for approximately $26.5 million in cash. Subsequent to June 30, 2016, the sale was considered probable and expected to sell within one year, subject to certain closing conditions. The carrying value of the land, building and furniture, fixtures and equipment was approximately $23.0 million at June 30, 2016.
On July 6, 2016, the Company agreed to issue 4.8 million shares of Series F Preferred Stock. As set forth in Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock (the “Articles Supplementary”) filed with the Maryland State Department of Assessments and Taxation on July 11, 2016, the Series F Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the 8.55% Series A Cumulative Preferred Stock, 8.45% Series D Cumulative Preferred Stock and 9.000% Series E Cumulative Preferred Stock (the “Series E Preferred Stock”), prior to the redemption of the Series E Preferred Stock announced by the Company on July 8, 2016) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
The Company will pay cumulative dividends on the Series F Preferred Stock in the amount of $1.84375 per share each year, which is equivalent to 7.375% of the $25.00 liquidation preference per share of Series F Preferred Stock. Dividends on the Series F Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series F Preferred Stock sold in this offering will be paid on October 17, 2016 and will be in the amount of $0.39948 per share.
On August 8, 2016, the Company redeemed its 9.000% Series E Cumulative Preferred Stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends to, but not including, the redemption date, in an amount equal to $0.23125 per share, for a total redemption price of $25.23125 per share.


30
Table of Contents

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
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” or “we” or “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.
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: 
•
our business and investment strategy, including our ability to complete proposed business transactions described herein or the expected benefit of any such transactions;
•
anticipated or expected purchases or sales of assets;
•
our projected operating results;
•
completion of any pending transactions;
•
our ability to obtain future financing arrangements;
•
our understanding of our competition;
•
market trends;
•
projected capital expenditures; and
•
the impact of technology on our operations and business.
Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. Additionally, the following factors could cause actual results to vary from our forward-looking statements:
•
factors discussed in our Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on February 29, 2016, 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 updated in our subsequent Quarterly Reports on Form 10-Q;
•
general and economic business conditions affecting the lodging and travel industry;
•
general volatility of the capital markets and the market price of our common and preferred stock;
•
changes in our business or investment strategy;
•
availability, terms, and deployment of capital;
•
availability of qualified personnel to our advisor;
•
changes in our industry and the market in which we operate, interest rates, or local economic conditions;
•
the degree and nature of our competition;
•
actual and potential conflicts of interest with our advisor, Remington Lodging & Hospitality, LLC, our executive officers and our non-independent directors;
•
changes in governmental regulations, accounting rules, tax rates and similar matters;
•
legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended, and related rules, regulations and interpretations governing the taxation of REITs; and
•
limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes.
When we use words or phrases such as “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

31
Table of Contents

Overview
We will continue to seek ways to benefit from the cyclical nature of the hotel industry. We believe that in the prior cycle, hotel values and cash flows, for the most part, peaked in 2007, and the hotel industry recently exceeded these values and cash flows.
Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:
•
acquisition of hotel properties that will be accretive to our portfolio;
•
disposition of non-core hotel properties;
•
pursuing capital market activities to enhance long-term stockholder value;
•
preserving capital, enhancing liquidity, and continuing current cost-saving measures;
•
implementing selective capital improvements designed to increase profitability;
•
implementing effective asset management strategies to minimize operating costs and increase revenues;
•
financing or refinancing hotels on competitive terms;
•
utilizing hedges and derivatives to mitigate risks; and
•
making other investments or divestitures that our board of directors deems appropriate.
In June 2015, our board of directors modified our investment strategy to focus predominantly on 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. The change in our investment strategy was made in conjunction with our announcement that we plan to sell the vast majority of our select-service hotel portfolio. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice.
Recent Developments
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 June 30, 2016.
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.
In March 2016, the Company invested $2.0 million in an unconsolidated entity that is controlled and consolidated by Ashford Inc., for a 12.2% ownership interest.
On April 14, 2016, Ashford OP General Partner LLC, a Delaware limited liability company and wholly-owned subsidiary of Ashford Trust, as general partner of Ashford Trust OP, and Ashford OP Limited Partner LLC, a Delaware limited liability company, as a limited partner of Ashford Trust OP, entered into that certain Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (the “Amended Partnership Agreement”). The Amended Partnership Agreement was amended to, among other things:
•
incorporate Amendment No. 1 to the Sixth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated November 12, 2014, which adjusted the conversion factor used by the Company to determine the number of shares of Company common stock issuable, at the option of the Company, upon the exercise of a redemption right by a limited partner of Ashford Trust OP and related provisions, including definitions (the “Conversion Factor”);
•
incorporate Amendment No. 2 to the Sixth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated July 20, 2015, which specifically provided for the distribution of common units of Ashford Hospitality Prime Limited Partnership to the common unitholders of Ashford Trust OP;
•
add a provision regarding new federal income tax partnership audit matters as a result of tax legislation enacted in December 2015; and
•
clarify the computation of the Conversion Factor.

32
Table of Contents

On June 1, 2016, the Company sold a 5-hotel portfolio of select-service hotel properties for approximately $142.0 million in cash. The sale resulted in gain of $23.1 million which is included in our continuing operations for the three and six months ended June 30, 2016. 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 (the “Noble Five Hotels”).
On June 1, 2016, we announced that we had entered into a definitive agreement for the sale of the Courtyard Palm Desert and the Residence Inn Palm Desert in Palm Desert, California for approximately $36.0 million. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. The sale is expected to close in the third quarter.
In June 2016, the Company entered into a definitive agreement to sell the Hampton Inn & Suites in Gainesville, Florida for approximately $26.5 million in cash. Subsequent to June 30, 2016, the sale was considered probable and expected to sell within one year, subject to certain closing conditions. The carrying value of the land, building and furniture, fixtures and equipment was approximately $23.0 million at June 30, 2016.
On July 6, 2016, the Company agreed to issue 4.8 million shares of Series F Preferred Stock. As set forth in Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock (the “Articles Supplementary”) filed with the Maryland State Department of Assessments and Taxation on July 11, 2016, the Series F Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the 8.55% Series A Cumulative Preferred Stock, 8.45% Series D Cumulative Preferred Stock and 9.000% Series E Cumulative Preferred Stock (the “Series E Preferred Stock”), prior to the redemption of the Series E Preferred Stock announced by the Company on July 8, 2016) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
The Company will pay cumulative dividends on the Series F Preferred Stock in the amount of $1.84375 per share each year, which is equivalent to 7.375% of the $25.00 liquidation preference per share of Series F Preferred Stock. Dividends on the Series F Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series F Preferred Stock sold in this offering will be paid on October 17, 2016 and will be in the amount of $0.39948 per share.
On August 8, 2016, the Company redeemed its 9.000% Series E Cumulative Preferred Stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends to, but not including, the redemption date, in an amount equal to $0.23125 per share, for a total redemption price of $25.23125 per share.
LIQUIDITY AND CAPITAL RESOURCES
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.
Certain of our loan agreements contain cash trap provisions that may get triggered if the performance of our hotels decline. 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. Cash is distributed to us only after certain items are paid, including deposits into ground lease and maintenance reserves and the payment of debt service, insurance, taxes, operating expenses, and extraordinary capital expenditures and ground lease expenses. This could affect our liquidity and our ability to make distributions to our stockholders.
Also, we have entered into certain customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of our subsidiaries or joint ventures that may result from non-recourse carve-outs, which include, but are not limited to fraud, misrepresentation, willful misconduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities. Certain of these guarantees represent a guaranty of material amounts, and if we are required to make payments under those guarantees, our liquidity could be adversely affected. In connection with the Ashford Prime Spin-off, we are still jointly and severally liable under certain carve-out guarantees and environmental indemnities associated with three loans. Ashford Prime has indemnified us in the case that any of these guarantees are ever called.
In September 2011, we entered into an at-the-market (“ATM”) program with an investment banking firm, pursuant to which we may issue up to 700,000 shares of 8.55% Series A Cumulative Preferred Stock and up to 700,000 shares of 8.45% Series D Cumulative Preferred Stock at market prices up to $30.0 million in total proceeds. A prospectus supplement will be required to be

33
Table of Contents

filed related to the ATM prior to our being able to issue additional shares under the ATM program. Through June 30, 2016, we have issued 169,306 shares of 8.55% Series A Cumulative Preferred Stock for gross proceeds of $4.2 million and 501,909 shares of 8.45% Series D Cumulative Preferred Stock for gross proceeds of $12.3 million. During the six months ended June 30, 2016, no shares were issued under this ATM program.
In May 2015, we entered into an ATM program with an investment banking firm to offer for sale from time to time up to $150.0 million of our common stock at market prices. No shares have been sold under this ATM program since its inception. The ATM program will remain in effect until such time that either party elects to terminate the program or the $150.0 million cap is reached.
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.
On July 6, 2016, the Company agreed to issue 4.8 million shares of Series F Preferred Stock. As set forth in Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock (the “Articles Supplementary”) filed with the Maryland State Department of Assessments and Taxation on July 11, 2016, the Series F Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the 8.55% Series A Cumulative Preferred Stock, 8.45% Series D Cumulative Preferred Stock and 9.000% Series E Cumulative Preferred Stock (the “Series E Preferred Stock”), prior to the redemption of the Series E Preferred Stock announced by the Company on July 8, 2016) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
The Company will pay cumulative dividends on the Series F Preferred Stock in the amount of $1.84375 per share each year, which is equivalent to 7.375% of the $25.00 liquidation preference per share of Series F Preferred Stock. Dividends on the Series F Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series F Preferred Stock sold in this offering will be paid on October 17, 2016 and will be in the amount of $0.39948 per share.
On August 8, 2016, the Company redeemed its 9.000% Series E Cumulative Preferred Stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends to, but not including, the redemption date, in an amount equal to $0.23125 per share, for a total redemption price of $25.23125 per share.
Secured Revolving Credit Facility
The secured revolving credit facility is provided by Bank of America, N.A., serving as the administrative agent to Ashford Trust OP as the borrower. We and certain of our subsidiaries guarantee the secured revolving credit facility. The secured revolving credit facility is secured by a pledge of 100% of the equity interests we hold in Ashford Trust OP and 100% of the equity interest issued by any guarantor (other than Ashford Trust) or any other subsidiary of ours that is not restricted under its loan documents or organizational documents from having its equity pledged (subject to certain exclusions), all mortgage receivables held by the borrower or any guarantor, and certain deposit accounts and securities accounts held by the borrower and any guarantor. The proceeds of the secured revolving credit facility may be used for working capital, capital expenditures, property acquisitions, and any other lawful purposes.
The secured revolving credit facility also contains customary terms, covenants, negative covenants, events of default, limitations and other conditions for credit facilities of this type. Subject to certain exceptions, we are subject to restrictions on incurring additional indebtedness, mergers and fundamental changes, sales or other dispositions of property, changes in the nature of our business, investments, and capital expenditures. We also are subject to certain financial covenants, as set forth below, which are tested on a consolidated basis (net of the amounts attributable to the non-controlling interest held by our partner in a majority owned consolidated entity) and include, but are not limited to, the following:
•
Total funded indebtedness (less unrestricted cash in excess of $25 million) to EBITDA shall not be greater than 9.0x. Our ratio was 8.6x at June 30, 2016.
•
Consolidated fixed charge coverage ratios to EBITDA for the previous four consecutive fiscal quarters shall not be less than 1.25x. Our ratio was 1.75x at June 30, 2016.
•
Consolidated tangible net worth not less than approximately $1.17 billion plus 75% of the net proceeds of any future equity issuances. Our net worth was $1.61 billion at June 30, 2016.

34
Table of Contents

All financial covenants are tested and certified by the borrower on a quarterly basis. We were in compliance with all covenants at June 30, 2016.
The secured revolving credit facility includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the secured revolving credit facility and accelerate payment of all amounts outstanding thereunder. If a default occurs and is continuing, we will be precluded from making distributions on our shares of common stock (other than those required to allow us to qualify and maintain our status as a REIT, so long as such default does not arise from a payment default or event of insolvency).
Borrowings under the secured revolving credit facility bear interest, at our option, at either LIBOR plus an applicable margin, or the base rate (as defined in the credit agreement) plus an applicable margin. The applicable margin for borrowings under the secured revolving credit facility for base rate loans are 2.0% per annum and the applicable margin for borrowings under the secured revolving credit facility for LIBOR loans are 3.0% per annum.
The secured revolving credit facility is a one-year interest-only facility with all outstanding principal being due at maturity in October 2016. No amounts were drawn under the secured revolving credit facility as of June 30, 2016.
We intend to repay indebtedness incurred under our secured revolving credit facility from time to time out of net cash provided by operations and from the net proceeds of issuances of additional equity and debt securities, as market conditions permit.
Our principal sources of funds to meet our cash requirements include: cash on hand, positive cash flow from operations, capital market activities, property refinancing proceeds, draws on our secured revolving credit facility and asset sales. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments, and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:
Net Cash Flows Provided by Operating Activities. Net cash flows provided by operating activities, pursuant to our consolidated statements of cash flows, which includes changes in balance sheet items, were $106.8 million and $80.3 million for the six months ended June 30, 2016 and 2015, respectively. Cash flows from operations were impacted by changes in hotel operations, the sale of the Noble Five Hotels, the operating results of our 2015 hotel acquisitions, as well as changes in restricted cash due to the timing of cash deposits for certain loans as well as the timing of collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.
Net Cash Flows Provided by (Used in) Investing Activities. For the six months ended June 30, 2016, net cash flows provided by investing activities were $59.3 million. Cash inflows primarily consisted of $142.8 million attributable to cash net proceeds received from the sale of the Noble Five Hotels and a vacant lot associated with Le Pavillon, $6.4 million of reductions in restricted cash for capital expenditures, $194,000 of proceeds from property insurance and $123,000 of cash payments received on previously impaired mezzanine loans. Cash inflows were partially offset by cash outlays primarily consisting of $88.2 million for capital improvements made to various hotel properties, $2.0 million investment in an unconsolidated entity and $30,000 for initial franchise fees. For the six months ended June 30, 2015, investing activities used net cash flows of $617.6 million, which primarily consisted of cash outflows of $613.4 million primarily attributable to our 2015 hotel acquisitions including the remaining approximate 28.26% interest in the PIM Highland JV hotel properties, $72.7 million for capital improvements made to various hotel properties and $298,000 for initial franchise fees. These outflows were partially offset by inflows of $58.4 million of reductions in restricted cash for capital expenditures, $7.5 million attributable to cash proceeds received from the sale of the Hampton Inn in Terre Haute, Indiana, $2.5 million of proceeds from the extension of a certain franchise agreement, $320,000 of proceeds from property insurance and $122,000 of cash payments received on previously impaired mezzanine loans.
Net Cash Flows Provided by (Used in) Financing Activities. For the six months ended June 30, 2016, net cash flows used in financing activities were $119.1 million. Cash outlays primarily consisted of $45.4 million for dividend payments to common and preferred stockholders and unitholders, $105.9 million for repayments of indebtedness, $4.6 million for payments of loan costs and exit fees and $73,000 of payments for derivatives. Cash outlays were partially offset by cash inflows consisting primarily of $37.5 million in borrowings on indebtedness. For the six months ended June 30, 2015, net cash flows provided by financing activities were $604.4 million. Cash inflows consisted primarily of $1.9 billion in borrowings on indebtedness and $110.9 million from issuance of common stock associated with our equity offering. Cash inflows were partially offset by cash outlays primarily consisting of $1.3 billion for repayments of indebtedness, $36.9 million for payments of loan costs and exit fees, $45.2 million for dividend payments to common and preferred stockholders and unitholders, $1.6 million of payments for derivatives and $543,000 for repurchase of common stock.
We are required to maintain certain financial ratios under various debt and derivative agreements. If we violate covenants in any debt or derivative 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. Presently, our existing financial

35
Table of Contents

debt covenants primarily relate to maintaining minimum net worth and leverage ratios and liquidity. As of June 30, 2016, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements.
Mortgage and mezzanine loans are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition.
Based on our current level of operations, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt, working capital, and capital expenditures for the next 12 months. With respect to upcoming maturities, we will continue to proactively address our 2017 maturities. No assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy. In addition, we may selectively pursue debt financing on individual properties.
We are committed to an investment strategy where we will opportunistically pursue hotel-related investments as suitable situations arise. Funds for future hotel-related investments are expected to be derived, in whole or in part, from cash on hand, future borrowings under a credit facility or other loans, or proceeds from additional issuances of common stock, preferred stock, or other securities, asset sales, and joint ventures. However, we have no formal commitment or understanding to invest in additional assets, and there can be no assurance that we will successfully make additional investments. We may, when conditions are suitable, consider additional capital raising opportunities.
Our existing hotels are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties in its market area. Competition could also affect the quality and quantity of future investment opportunities.
Dividend Policy. During the six month periods ended June 30, 2016 and 2015, the board of directors declared quarterly dividends of $0.12 per outstanding share of common stock. In December 2015, the board of directors approved our 2016 dividend policy which anticipates a quarterly dividend payment of $0.12 per share for the remainder of 2016. However, the adoption of a dividend policy does not commit our board of directors to declare future dividends. The board of directors will continue to review our dividend policy on a quarterly basis. We may incur indebtedness to meet distribution requirements imposed on REITs under the Internal Revenue Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. Alternatively, we may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. We may pay dividends in excess of our cash flow.

36
Table of Contents

RESULTS OF OPERATIONS
RevPAR is a commonly used measure within the hotel industry to evaluate hotel operations. RevPAR is defined as the product of the ADR charged and the average daily occupancy achieved. RevPAR does not include revenues from food and beverage or parking, telephone, or other guest services generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotel properties (comparable hotel properties represent hotel properties we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
The following table summarizes changes in key line items from our consolidated statements of operations (in thousands):
 
Three Months Ended June 30,
 
Favorable/
(Unfavorable)
Change
 
Six Months Ended June 30,
 
Favorable/
(Unfavorable)
Change
 
2016
 
2015
 
 
2016
 
2015
 
Total revenue
$
410,670

 
$
369,338

 
$
41,332

 
$
778,442

 
$
619,573

 
$
158,869

Total hotel operating expenses
(247,104
)
 
(224,556
)
 
(22,548
)
 
(480,139
)
 
(378,428
)
 
(101,711
)
Property taxes, insurance, and other
(19,293
)
 
(17,576
)
 
(1,717
)
 
(37,905
)
 
(29,170
)
 
(8,735
)
Depreciation and amortization
(60,079
)
 
(52,616
)
 
(7,463
)
 
(122,241
)
 
(90,480
)
 
(31,761
)
Impairment charges
116

 
(19,840
)
 
19,956

 
227

 
(19,734
)
 
19,961

Transaction costs
18

 
(4,959
)
 
4,977

 
(77
)
 
(5,458
)
 
5,381

Advisory services fee
(12,076
)
 
(11,472
)
 
(604
)
 
(22,979
)
 
(21,039
)
 
(1,940
)
Corporate, general, and administrative
(2,785
)
 
(3,120
)
 
335

 
(4,458
)
 
(7,960
)
 
3,502

Operating income
69,467

 
35,199

 
34,268

 
110,870

 
67,304

 
43,566

Equity in earnings (loss) of unconsolidated entities
(287
)
 
1,907

 
(2,194
)
 
(3,872
)
 
(4,715
)
 
843

Interest income
74

 
30

 
44

 
137

 
46

 
91

Gain on acquisition of PIM Highland JV and sale of hotel properties
23,094

 
—

 
23,094

 
22,980

 
380,705

 
(357,725
)
Other income (expense)
(3,085
)
 
(2,283
)
 
(802
)
 
(3,337
)
 
2,047

 
(5,384
)
Interest expense and amortization of premiums and loan costs, net
(56,462
)
 
(47,495
)
 
(8,967
)
 
(112,405
)
 
(82,130
)
 
(30,275
)
Write-off of loan costs and exit fees
(3,941
)
 
—

 
(3,941
)
 
(3,941
)
 
(4,767
)
 
826

Unrealized gain on marketable securities
—

 
1,929

 
(1,929
)
 
—

 
127

 
(127
)
Unrealized gain (loss) on derivatives
6,878

 
(1,955
)
 
8,833

 
13,796

 
(3,653
)
 
17,449

Income tax expense
(603
)
 
(2,089
)
 
1,486

 
(1,232
)
 
(2,914
)
 
1,682

Net income (loss)
35,135

 
(14,757
)
 
49,892

 
22,996

 
352,050

 
(329,054
)
(Income) loss from consolidated entities attributable to noncontrolling interests
(6
)
 
(14
)
 
8

 
32

 
11

 
21

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(4,376
)
 
2,527

 
(6,903
)
 
(2,264
)
 
(42,809
)
 
40,545

Net income (loss) attributable to the Company
$
30,753

 
$
(12,244
)
 
$
42,997

 
$
20,764

 
$
309,252

 
$
(288,488
)
The following table illustrates key performance indicators for our 127 hotel properties for both the three and six months ended June 30, 2016 and 2015. The operating results of the Noble Five Hotels sold on June 1, 2016 are included for the period from January 1, 2016 through May 31, 2016 and for the three and six months ended June 30, 2015. The operating results of the Lakeway Resort & Spa (“Lakeway Resort”) in Austin, Texas, which was acquired on February 6, 2015, the Memphis Marriott East (“Memphis Marriott”) hotel in Memphis, Tennessee, which was acquired on February 25, 2015, the Hampton Inn & Suites (“Hampton Inn Gainesville”) in Gainesville, Florida, which was acquired on April 29, 2015, the Le Pavillon Hotel (“Le Pavillon”) in New Orleans, Louisiana, which was acquired on June 3, 2015, a 9-hotel portfolio (“Rockbridge Portfolio”), which was acquired on June 17, 2015, the W Atlanta Downtown (“W Atlanta”) in Atlanta, Georgia, which was acquired on July 1, 2015, the Le Meridien Chambers Minneapolis (“Le Meridien Minneapolis”) in Minneapolis, Minnesota, which was acquired on July 23, 2015, the Hilton Garden Inn - Wisconsin Dells in Wisconsin Dells, Wisconsin (“Hilton Garden Inn - Wisconsin Dells”), which was acquired on August 5, 2015, the Hotel Indigo (“Indigo Atlanta”) in Atlanta, Georgia, which was acquired on October 15, 2015, and the W Minneapolis Foshay (“W Minneapolis”) in Minneapolis, Minnesota, which was acquired on November 10, 2015 (collectively the “2015 Hotel Acquisitions”), are included in continuing operations since their respective acquisition dates. The operating results of the PIM Highland JV for the period from January 1, 2015 through March 5, 2015, are included in equity in loss of unconsolidated entities. On March 6, 2015, we began to consolidate the results of operations of the PIM Highland JV hotels.

37
Table of Contents

The following table illustrates the key performance indicators of these hotels:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
RevPar (revenue per available room)
$
129.14

 
$
123.05

 
$
121.16

 
$
118.53

Occupancy
81.72
%
 
80.84
%
 
78.04
%
 
79.14
%
ADR (average daily rate)
$
158.03

 
$
152.22

 
$
155.25

 
$
149.77

The following table illustrates the key performance indicators of the 111 and 81 comparable hotel properties that were included for the full three and six months ended June 30, 2016 and 2015, respectively:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
RevPar (revenue per available room)
$
132.26

 
$
125.43

 
$
121.79

 
$
115.91

Occupancy
82.35
%
 
81.00
%
 
79.91
%
 
79.00
%
ADR (average daily rate)
$
160.61

 
$
154.85

 
$
152.42

 
$
146.72

Comparison of the Three Months Ended June 30, 2016 and 2015
Net Income (Loss) attributable to the Company. Net income (loss) attributable to the Company increased $43.0 million, from a net loss of $12.2 million to net income of $30.8 million as a result of the factors discussed below.
Revenue. Rooms revenue from our hotel properties increased $34.2 million, or 11.7%, to $325.9 million during the three months ended June 30, 2016 (the “2016 quarter”) compared to the three months ended June 30, 2015 (the “2015 quarter”). We experienced an increase in rooms revenue of $23.0 million associated with the Hampton Inn Gainesville, Le Pavillon, Rockbridge Portfolio, W Atlanta, Le Meridien Minneapolis, Hilton Garden Inn - Wisconsin Dells, Indigo Atlanta and W Minneapolis (“Hotel Acquisitions”) that were purchased in 2015 and $15.0 million from our comparable hotel properties and WorldQuest, which experienced an increase of 135 basis points in occupancy and a 3.7% increase in room rates. This was offset by lower revenue of $3.8 million resulting from the sale of the Noble Five Hotels in June 2016.
Food and beverage revenue experienced an increase of $4.4 million, or 6.9%, to $69.2 million. This increase is a result of $4.2 million associated with the Hotel Acquisitions and $436,000 from our comparable hotel properties and WorldQuest, offset by lower revenue of $159,000 resulting from the sale of the Noble Five Hotels.
Other hotel revenue, which consists mainly of Internet access, parking, and spa, experienced an increase of $2.6 million, or 21.2%, to $15.1 million. This increase is a result of $2.1 million of revenue associated with the Hotel Acquisitions and $585,000 of revenue from our comparable hotel properties and WorldQuest, offset by lower revenue of $71,000 resulting from the sale of the Noble Five Hotels. Other non-hotel revenue decreased $13,000, or 3.0%, to $443,000.
Hotel Operating Expenses. Hotel operating expenses increased $22.5 million, or 10.0%, to $247.1 million. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. We experienced increases of $10.5 million in direct expenses and $12.0 million in indirect expenses and management fees in the 2016 quarter, which were primarily attributable to increases in direct expenses and indirect expenses and management fees of $8.5 million and $9.7 million, respectively as a result of the Hotel Acquisitions and $3.1 million and $3.0 million, respectively, from our comparable hotel properties and WorldQuest. The increases from our comparable hotel properties and WorldQuest are attributable to higher hotel revenues at those properties. This was offset by lower direct and indirect expense of $1.1 million and $714,000, respectively, resulting from the sale of the Noble Five Hotels. Direct expenses were 28.9% and 29.3% of total hotel revenue for the 2016 quarter and the 2015 quarter, respectively.
Property Taxes, Insurance, and Other. Property taxes, insurance and other increased $1.7 million, or 9.8%, to $19.3 million during the 2016 quarter compared to the 2015 quarter. The increase was primarily due to $2.0 million of property taxes, insurance, and other associated with the Hotel Acquisitions, slightly offset by a decrease of $93,000 from our comparable hotel properties and WorldQuest and $181,000 resulting from the sale of the Noble Five Hotels.
Depreciation and Amortization. Depreciation and amortization increased $7.5 million, or 14.2%, to $60.1 million during the 2016 quarter compared to the 2015 quarter. The increase was primarily due to $5.3 million associated with the Hotel Acquisitions and $3.4 million which is attributable to capital expenditures at our comparable hotel properties that have occurred since June 30, 2015. These increases were offset by a decrease of $1.3 million resulting from the sale of the Noble Five Hotels.

38
Table of Contents

Impairment Charges. We recorded an impairment credit of $116,000 for the 2016 quarter and impairment charges of $19.8 million for the 2015 quarter. The change was due to no impairments in the 2016 quarter and impairment charges on two hotel properties totaling $19.9 million in the 2015 quarter, offset by a $109,000 impairment credit related to valuation adjustments on a previously impaired mezzanine loan in the 2015 quarter.
Transaction Costs. Transaction costs were a credit of $18,000 in the 2016 quarter compared to an expense of $5.0 million in the 2015 quarter. The 2015 quarter included costs related to the acquisitions of the PIM Highland JV, Hampton Inn Gainesville, Le Pavillon, Rockbridge Portfolio and W Atlanta.
Advisory Services Fee. Advisory services fee increased $604,000 or 5.3%, to $12.1 million in the 2016 quarter compared to the 2015 quarter, which represent fees paid in connection with the advisory agreement between Ashford Inc. and the Company. For the 2016 quarter, the advisory services fee was comprised of a base advisory fee of $8.7 million, reimbursable expenses of $1.6 million and equity-based compensation of $1.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. For the 2015 quarter, the advisory services fee comprised of a base advisory fee of $8.5 million, reimbursable expenses of $1.8 million and equity-based compensation of $1.2 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Corporate, General, and Administrative. Corporate, general, and administrative expenses decreased $335,000, or 10.7%, to $2.8 million during the 2016 quarter compared to the 2015 quarter. The decrease was primarily attributable to $571,000 of transaction, acquisition and management conversion costs in the 2015 quarter, offset by increases to public company costs, office expenses, professional fees and other miscellaneous expenses totaling approximately $236,000.
Equity in Earnings (Loss) of Unconsolidated Entities. We recorded equity in loss of unconsolidated entities of $287,000 for the 2016 quarter and equity in earnings of $1.9 million for the 2015 quarter. The 2016 quarter includes equity in loss in Ashford Inc. of $355,000 and in an unconsolidated entity of $116,000, offset by equity in earnings of $184,000 in the AQUA U.S. Fund. The 2015 quarter included equity in earnings in Ashford Prime of $1.4 million and in Ashford Inc. of $1.5 million, offset by equity in loss of $948,000 in the AQUA U.S. Fund.
Interest Income. Interest income was $74,000 and $30,000 for the 2016 quarter and the 2015 quarter, respectively.
Gain on Acquisition of PIM Highland JV and Sale of Hotel Properties. Gain on acquisition of PIM Highland JV and sale of hotel properties was $23.1 million for the 2016 quarter related to the sale of the Noble Five Hotels.
Other Expense. Other expense increased $802,000, or 35.1%, to $3.1 million during the 2016 quarter compared to the 2015 quarter. In the 2016 quarter, we recognized a realized loss of $2.7 million related to the maturity of a CMBX tranche and a loss of $150,000 as a result of an investment write-off. Due to the contribution of certain marketable securities in consideration for an ownership interest in the AQUA U.S. Fund, we no longer have realized gain or loss on marketable securities and dividend income. For the 2015 quarter prior to our contribution to the AQUA U.S. Fund, we had a realized loss on marketable securities of $2.2 million and dividend income of $90,000.
Interest Expense and Amortization of Premiums and Loan Costs, net. Interest expense and amortization of premiums and loan costs, net, increased $9.0 million, or 18.9%, to $56.5 million during the 2016 quarter compared to the 2015 quarter. The increase is primarily due to higher loan cost amortization and interest expense of $4.1 million as a result of new financings on the majority of the Hotel Acquisitions and higher loan cost amortization and interest expense as a result of refinances on our comparable hotel properties of $5.4 million, offset by a decrease of $520,000 resulting from the sale of the Noble Five Hotels. The average LIBOR rates for the 2016 quarter and the 2015 quarter were 0.42% and 0.18%, respectively.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $3.9 million for the 2016 quarter, resulting from the write-off of unamortized loan costs of $110,000 and defeasance and other exit fees of $3.8 million related to the sale of the Noble Five Hotels. There were no write-off of loan costs and exit fees in the 2015 period.
Unrealized Gain on Marketable Securities. Unrealized gain on marketable securities was $1.9 million for the 2015 quarter. There was no gain or loss on marketable securities for the 2016 quarter. Unrealized gain or loss on marketable securities were based on changes in closing market prices during the 2015 quarter.
Unrealized Gain (Loss) on Derivatives. Unrealized gain (loss) on derivatives changed $8.8 million, from an unrealized loss of $2.0 million in the 2015 quarter to an unrealized gain of $6.9 million during the 2016 quarter. The 2016 quarter had an unrealized gain of $5.3 million related to interest rate floors and $2.7 million of an unrealized gain associated with the recognition of a realized loss from a CMBX tranche maturity, offset by unrealized losses of $888,000, $155,000 and $83,000 on the remaining CMBX tranches, options on futures contracts and interest rate derivatives, respectively. In the 2015 quarter, we had losses consisting of $2.0 million and $411,000 related to interest rate floors and interest rate derivatives, respectively, offset by an unrealized gain of

39
Table of Contents

$486,000 related to credit default swaps. The fair values of interest rate floors and interest rate derivatives are primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date. The fair value of credit default swaps is based on the change in value of CMBX indices.
Income Tax Expense. Income tax expense decreased $1.5 million, or 71.1%, to $603,000 during the 2016 quarter compared to the 2015 quarter. The decrease in income tax expense is primarily due to a decrease in taxable income recognized by our TRS entities.
Income from Consolidated Entities Attributable to Noncontrolling Interests. Noncontrolling interest partners in consolidated entities were allocated income of $6,000 and $14,000 for the 2016 quarter and the 2015 quarter, respectively.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Redeemable noncontrolling interests in operating partnership were allocated net income of $4.4 million and net losses of $2.5 million in the 2016 quarter and the 2015 quarter, respectively. Redeemable noncontrolling interests represented ownership interests of 13.97% and 12.69% in the operating partnership at June 30, 2016 and 2015, respectively.
Comparison of the Six Months Ended June 30, 2016 and 2015
Net Income attributable to the Company. Net income attributable to the Company decreased $288.5 million, from net income of $309.3 million for the six months ended June 30, 2015 (the “2015 period”) to net income of $20.8 million for the six months ended June 30, 2016 (the “2016 period”) as a result of the factors discussed below.
Revenue. Rooms revenue from our hotel properties increased $123.9 million, or 25.1%, to $616.5 million during the 2016 period compared to the 2015 period. We experienced an increase in rooms revenue of $60.9 million as a result of the PIM Highland JV acquisition, $48.1 million associated with the 2015 Hotel Acquisitions and $18.4 million from our comparable hotel properties and WorldQuest, which experienced an increase of 91 basis points in occupancy and an increase of 3.9% in room rates. This was offset by lower revenue of $3.6 million resulting from the sale of the Noble Five Hotels.
Food and beverage revenue experienced an increase of $27.9 million, or 26.8%, to $132.3 million during the 2016 period compared to the 2015 period. This increase is a result of $20.0 million from the PIM Highland JV acquisition and $8.8 million associated with the 2015 Hotel Acquisitions, offset by lower revenue of $852,000 from our comparable hotel properties and WorldQuest and $85,000 resulting from the sale of the Noble Five Hotels. Other hotel revenue, which consists mainly of Internet access, parking, and spa, experienced an increase of $7.5 million, or 35.3%, to $28.8 million during the 2016 period compared to the 2015 period. This increase is a result of $3.1 million from the PIM Highland JV acquisition, $4.0 million associated with the 2015 Hotel Acquisitions and $520,000 from our comparable hotel properties and WorldQuest, offset by lower revenue of $26,000 resulting from the sale of the Noble Five Hotels.
Other non-hotel revenue decreased $454,000, or 35.2%, to $836,000 during the 2016 period compared to the 2015 period. The decrease in other non-hotel revenue is primarily attributable to the acquisition of the PIM Highland JV. Prior to the acquisition, we received expense reimbursements related to our managing the day-to-day operations and providing corporate administrative services such as accounting, insurance, marketing support, asset management, and other services.
Hotel Operating Expenses. Hotel operating expenses increased $101.7 million, or 26.9%, to $480.1 million during the 2016 period compared to the 2015 period. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. We experienced increases of $48.9 million in direct expenses and $52.8 million in indirect expenses and management fees in the 2016 period as compared to the 2015 period. The increase in direct expenses was comprised of $27.4 million from the PIM Highland JV acquisition, $18.3 million as a result of the 2015 Hotel Acquisitions and $4.1 million from our comparable hotel properties and WorldQuest. The increase in indirect expenses was comprised of $27.2 million from the PIM Highland JV acquisition, $21.0 million from the 2015 Hotel Acquisitions and $5.2 million from our comparable hotel properties and WorldQuest. This was offset by lower direct and indirect expense of $919,000 and $600,000, respectively, resulting from the sale of the Noble Five Hotels. Direct expenses were 29.6% and 29.3% of total hotel revenue for the 2016 period and the 2015 period, respectively.
Property Taxes, Insurance, and Other. Property taxes, insurance, and other increased $8.7 million or 29.9%, to $37.9 million during the 2016 period compared to the 2015 period. The increase was primarily due to $3.7 million of property taxes, insurance, and other associated with the PIM Highland JV acquisition, $4.5 million associated with the 2015 Hotel Acquisitions and $857,000 from our comparable hotel properties and WorldQuest, offset by lower property taxes, insurance, and other of $337,000 resulting from the sale of the Noble Five Hotels.

40
Table of Contents

Depreciation and Amortization. Depreciation and amortization increased $31.8 million or 35.1%, to $122.2 million during the 2016 period compared to the 2015 period. The increase was primarily due to $14.1 million of depreciation and amortization associated with the PIM Highland JV acquisition, $12.2 million associated with the 2015 Hotel Acquisitions and $6.4 million which is attributable to capital expenditures at our comparable hotel properties that have occurred since June 30, 2015. These increases were offset by a decrease of $937,000 resulting from the sale of the Noble Five Hotels.
Impairment Charges. We recorded an impairment credit of $227,000 for the 2016 period and impairment charges of $19.7 million for the 2015 period. The change was due to impairment charges on two hotel properties totaling $19.9 million in the 2015 period.
Transaction Costs. Transaction costs were $77,000 in the 2016 period compared to $5.5 million in the 2015 period. The decrease is primarily attributable to costs related to the acquisitions of the PIM Highland JV, Lakeway Resort, Memphis Marriott, Hampton Inn Gainesville, Le Pavillon, Rockbridge Portfolio and W Atlanta in the 2015 period.
Advisory Services Fee. Advisory services fee increased $1.9 million or 9.2%, to $23.0 million in the 2016 period compared to the 2015 period, which represent fees paid in connection with the advisory agreement between Ashford Inc. and us. For the 2016 period, the advisory services fee was comprised of a base advisory fee of $17.3 million, reimbursable expenses of $3.1 million and equity-based compensation of $2.6 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. For the 2015 period, the advisory services fee comprised of a base advisory fee of $16.5 million, reimbursable expenses of $3.2 million and equity-based compensation of $1.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Corporate, General, and Administrative. Corporate, general, and administrative expenses decreased $3.5 million, or 44.0%, to $4.5 million during the 2016 period compared to the 2015 period. The decrease was primarily attributable to $4.0 million of transaction, acquisition and management conversion costs in the 2015 period, offset by increases to public company costs, office expenses, professional fees and other miscellaneous expenses totaling approximately $493,000.
Equity in Loss of Unconsolidated Entities. We recorded equity in loss of unconsolidated entities of $3.9 million and $4.7 million for the 2016 period and the 2015 period, respectively. The 2016 period includes equity in loss of $2.9 million in the AQUA U.S. Fund, $874,000 in Ashford Inc. and $116,000 in an unconsolidated entity. The 2015 period includes equity in loss of $3.8 million in PIM Highland JV, $1.3 million in Ashford Inc. and $948,000 in the AQUA U.S. Fund, offset by equity in earnings in Ashford Prime of $1.3 million.
Interest Income. Interest income was $137,000 and $46,000 for the 2016 period and the 2015 period, respectively.
Gain on Acquisition of PIM Highland JV and Sale of Hotel Properties. Gain on acquisition of PIM Highland JV and sale of hotel properties was $23.0 million and $380.7 million for the 2016 period and 2015 period, respectively. The gain in the 2016 period was primarily related to the sale of the Noble Five Hotels, slightly offset by a loss on the sale of a vacant lot associated with the Le Pavillon Hotel in New Orleans, Louisiana. See note 4 to the consolidated financial statements. The gain in the 2015 period primarily related to the acquisition of the remaining interest in the PIM Highland JV in March 2015.
Other Income (Expense). Other income (expense) changed $5.4 million, or 263.0%, from other income of $2.0 million during the 2015 period to other expense of $3.3 million during the 2016 period. In the 2016 period we recognized a realized loss of $2.7 million related to the maturity of a CMBX tranche and a loss of $150,000 as a result of an investment write-off. As a result of the contribution of certain marketable securities in consideration for an ownership interest in the AQUA U.S. Fund we no longer have realized gain or loss on marketable securities and dividend income. For the 2015 period prior to our contribution to the AQUA U.S. Fund we had a realized gain on marketable securities of $1.9 million and dividend income of $255,000.
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs increased $30.3 million or 36.9%, to $112.4 million during the 2016 period compared to the 2015 period. The increase is primarily due to $14.6 million of interest expense and amortization associated with the PIM Highland JV acquisition and refinance, higher interest expense and loan cost amortization as a result of new financings on the majority of the 2015 Hotel Acquisitions of $9.7 million and higher interest expense and loan cost amortization of $6.5 million as a result of refinances on our comparable hotel properties, offset by lower interest expense and amortization of loan costs of $558,000 resulting from the sale of the Noble Five Hotels. The average LIBOR rates for the 2016 period and the 2015 period were 0.42% and 0.18%, respectively.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $3.9 million and $4.8 million for the 2016 period and 2015 period, respectively. For the 2016 period, we wrote-off unamortized loan costs of $110,000 and incurred defeasance and other exit fees of $3.8 million. For the 2015 period, we wrote-off unamortized loan costs of $86,000 and incurred defeasance and other exit fees of $4.7 million.

41
Table of Contents

Unrealized Gain on Marketable Securities. Unrealized gain on marketable securities was $127,000 for the 2015 period, which was based on changes in closing market prices during the period. There was no unrealized loss on marketable securities in the 2016 period as a result of the previously discussed contribution of marketable securities to the AQUA U.S. Fund.
Unrealized Gain (Loss) on Derivatives. Unrealized gain (loss) on derivatives changed $17.4 million or 477.7%, from an unrealized loss of $3.7 million to an unrealized gain of $13.8 million during the 2016 period compared to the 2015 period. The 2016 period consisted of an unrealized gain of $13.0 million related to interest rate floors and a $2.7 million unrealized gain associated with the recognition of the realized loss from a CMBX tranche maturity, offset by unrealized losses of $1.4 million, $115,000 and $420,000 on the remaining CMBX tranches, options on futures contracts and interest rate derivatives, respectively. In the 2015 period, we had unrealized losses consisting of $2.0 million, $1.4 million and $195,000 related to interest rate floors, interest rate derivatives and credit default swaps, respectively. The fair values of interest rate floors and interest rate derivatives are primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date. The fair value of credit default swaps is based on the change in value of CMBX indices.
Income Tax Expense. Income tax expense decreased $1.7 million, or 57.7% to $1.2 million during the 2016 period compared to the 2015 period. The decrease in income tax expense is primarily due to a decrease in taxable income recognized by our TRS entities.
Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partner in consolidated entities was allocated losses of $32,000 and $11,000 during the 2016 period and the 2015 period, respectively.
Net Income Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net income of $2.3 million and $42.8 million in the 2016 period and the 2015 period, respectively. Redeemable noncontrolling interests represented ownership interests of 13.97% and 12.69% in the operating partnership at June 30, 2016 and 2015, respectively.
SEASONALITY
Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. We anticipate that our cash flows from the operations of our properties and cash on hand will be sufficient to enable us to make quarterly distributions to maintain our REIT status. To the extent that cash flows from operations and cash on hand are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize borrowings to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.
OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business, we form partnerships or joint ventures that operate certain hotels. We evaluate each partnership and joint venture to determine whether the entity is a Variable Interest Entity (“VIE”). If the entity is determined to be a VIE, we assess whether we are the primary beneficiary and need to consolidate the entity. For further discussion of the company’s VIEs, see notes 2 and 6 to our consolidated financial statements.
CONTRACTUAL OBLIGATIONS
There have been no material changes since December 31, 2015, outside of the ordinary course of business, to contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2015 Form 10-K.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2015 Form 10-K. There have been no material changes in these critical accounting policies.

42
Table of Contents

NON-GAAP FINANCIAL MEASURES
The following non-GAAP presentations of EBITDA, Adjusted EBITDA, Funds From Operations (“FFO”) and Adjusted FFO (“AFFO”) are made to assist our investors evaluate our operating performance.
EBITDA is defined as net income (loss) attributable to the Company before interest expense and amortization of premiums and loan costs, net, interest income other than interest income from mezzanine loans, income taxes, depreciation and amortization, and noncontrolling interests in the operating partnership and after adjustments for unconsolidated joint ventures. We adjust EBITDA to exclude certain additional items such as gain on acquisition of PIM Highland JV and sale of hotel properties, impairment charges, write-off of loan costs and exit fees, other income/expense, transaction, acquisition and management conversion costs, legal judgment and related legal costs, dead deal costs, and non-cash items such as amortization of unfavorable management contract liabilities, non-cash stock/unit-based compensation, unrealized gains/losses on marketable securities, derivative instruments, unconsolidated entities and the AQUA U.S. Fund, as well as our portion of adjustments to EBITDA of unconsolidated entities. We exclude items from Adjusted EBITDA that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operations. We present EBITDA and Adjusted EBITDA because we believe these measurements a) more accurately reflect the ongoing performance of our hotel assets and other investments, b) provide more useful information to investors as indicators of our ability to meet our future debt payment and working capital requirements, and c) provide an overall evaluation of our financial condition. EBITDA and Adjusted EBITDA as calculated by us may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that do not define EBITDA and Adjusted EBITDA exactly as we define the terms. EBITDA and Adjusted EBITDA do not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity.
The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
35,135

 
$
(14,757
)
 
$
22,996

 
$
352,050

(Income) loss from consolidated entities attributable to noncontrolling interest
(6
)
 
(14
)
 
32

 
11

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(4,376
)
 
2,527

 
(2,264
)
 
(42,809
)
Net income (loss) attributable to the Company
30,753

 
(12,244
)
 
20,764

 
309,252

Interest income
(74
)
 
(30
)
 
(137
)
 
(46
)
Interest expense and amortization of premiums and loan costs, net
56,434

 
47,465

 
112,347

 
82,071

Depreciation and amortization
60,018

 
52,566

 
122,119

 
90,386

Income tax expense
603

 
2,089

 
1,232

 
2,914

Net income (loss) attributable to redeemable noncontrolling interests in operating partnership
4,376

 
(2,527
)
 
2,264

 
42,809

Equity in (earnings) loss of unconsolidated entities
355

 
(2,855
)
 
874

 
3,767

Company's portion of EBITDA of unconsolidated entities (Ashford Inc.)
(487
)
 
1,586

 
(372
)
 
(692
)
Company's portion of EBITDA of unconsolidated entities (Ashford Prime OP)
—

 
4,221

 
—

 
7,131

Company's portion of EBITDA of unconsolidated entities (PIM Highland JV)
—

 
—

 
—

 
11,982

EBITDA available to the Company and OP unitholders
151,978

 
90,271

 
259,091

 
549,574

Amortization of unfavorable management contract liabilities
(494
)
 
(494
)
 
(988
)
 
(988
)
Impairment charges
(116
)
 
19,840

 
(227
)
 
19,734

Gain on acquisition of PIM Highland JV and sale of hotel properties
(23,094
)
 
—

 
(22,980
)
 
(380,705
)
Write-off of loan costs and exit fees
3,941

 
—

 
3,941

 
4,767

Other (income) expense
3,085

 
2,283

 
3,337

 
(2,047
)
Transaction, acquisition and management conversion costs
427

 
5,665

 
645

 
9,589

Legal judgment and related legal costs
24

 
24

 
48

 
48

Unrealized gain on marketable securities
—

 
(1,929
)
 
—

 
(127
)
Unrealized (gain) loss on derivatives
(6,878
)
 
1,955

 
(13,796
)
 
3,653

Dead deal costs
304

 
192

 
301

 
247

Non-cash stock/unit-based compensation
2,342

 
1,689

 
3,326

 
1,860

Company's portion of unrealized (gain) loss of unconsolidated entities and of the AQUA U.S. Fund
(68
)
 
948

 
2,998

 
948

Company's portion of adjustments to EBITDA of unconsolidated entities (Ashford Inc.)
1,388

 
(668
)
 
2,136

 
2,655

Company's portion of adjustments to EBITDA of unconsolidated entities (Ashford Prime OP)
—

 
238

 
—

 
156

Adjusted EBITDA available to the Company and OP unitholders
$
132,839

 
$
120,014

 
$
237,832

 
$
209,364


43
Table of Contents

We calculate FFO and AFFO in the following table. FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on properties, and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, impairment charges on real estate assets, and after adjustments for unconsolidated entities and noncontrolling interests in the operating partnership. Adjustments for unconsolidated entities are calculated to reflect FFO on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of AFFO excludes write-off of loan costs and exit fees, other impairment charges, other income/expense, transaction, acquisition and management conversion costs, legal judgment and related legal costs, dead deal costs, and non-cash items such as non-cash stock/unit-based compensation, unrealized gains/losses on marketable securities, derivative instruments, unconsolidated entities and the AQUA U.S. Fund, as well as our portion of adjustments to FFO related to unconsolidated entities. We exclude items from AFFO that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operating results. We consider FFO and AFFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO and AFFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and AFFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.
The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net income (loss)
$
35,135

 
$
(14,757
)
 
$
22,996

 
$
352,050

(Income) loss from consolidated entities attributable to noncontrolling interest
(6
)
 
(14
)
 
32

 
11

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(4,376
)
 
2,527

 
(2,264
)
 
(42,809
)
Preferred dividends
(8,491
)
 
(8,491
)
 
(16,981
)
 
(16,981
)
Net income (loss) attributable to common stockholders
22,262

 
(20,735
)
 
3,783

 
292,271

Depreciation and amortization of real estate
60,018

 
52,566

 
122,119

 
90,386

Gain on acquisition of PIM Highland JV and sale of hotel properties
(23,094
)
 
—

 
(22,980
)
 
(380,705
)
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership
4,376

 
(2,527
)
 
2,264

 
42,809

Equity in (earnings) loss of unconsolidated entities
355

 
(2,855
)
 
874

 
3,767

Impairment charges on real estate
—

 
19,949

 
—

 
19,949

Company's portion of FFO of unconsolidated entities (Ashford Inc.)
(357
)
 
1,679

 
(512
)
 
(1,067
)
Company's portion of FFO of unconsolidated entities (Ashford Prime OP)
—

 
2,856

 
—

 
4,308

Company's portion of FFO of unconsolidated entities (PIM Highland JV)
—

 
—

 
—

 
3,791

FFO available to common stockholders and OP unitholders
63,560

 
50,933

 
105,548

 
75,509

Write-off of loan costs and exit fees
3,941

 
—

 
3,941

 
4,767

Other impairment charges
(116
)
 
(109
)
 
(227
)
 
(215
)
Other (income) expense
3,085

 
2,283

 
3,337

 
(2,047
)
Transaction, acquisition and management conversion costs
427

 
5,665

 
645

 
9,589

 Legal judgment and related legal costs
24

 
24

 
48

 
48

Unrealized gain on marketable securities
—

 
(1,929
)
 
—

 
(127
)
Unrealized (gain) loss on derivatives
(6,878
)
 
1,955

 
(13,796
)
 
3,653

Dead deal costs
304

 
192

 
301

 
247

Non-cash stock/unit-based compensation
2,342

 
1,689

 
3,326

 
1,860

Company's portion of unrealized (gain) loss of unconsolidated entities and of the AQUA U.S. Fund
(68
)
 
948

 
2,998

 
948

Company's portion of adjustments to FFO of unconsolidated entities (Ashford Inc.)
1,388

 
(1,759
)
 
2,136

 
(16
)
Company's portion of adjustments to FFO of unconsolidated entities (Ashford Prime OP)
—

 
168

 
—

 
20

Adjusted FFO available to common stockholders and OP unitholders
$
68,009

 
$
60,060

 
$
108,257

 
$
94,236


44
Table of Contents

HOTEL PORTFOLIO
The following table presents certain information related to our hotel properties as of June 30, 2016:
Hotel Property 
 
Location 
 
Service Type
 
Total Rooms 
 
% Owned
 
Owned Rooms
Fee Simple Properties
 
 
 
 
 
 
 
 
 
 
Embassy Suites
 
Austin, TX
 
Full service
 
150

 
100
%
 
150

Embassy Suites
 
Dallas, TX
 
Full service
 
150

 
100

 
150

Embassy Suites
 
Herndon, VA
 
Full service
 
150

 
100

 
150

Embassy Suites
 
Las Vegas, NV
 
Full service
 
220

 
100

 
220

Embassy Suites
 
Syracuse, NY
 
Full service
 
215

 
100

 
215

Embassy Suites
 
Flagstaff, AZ
 
Full service
 
119

 
100

 
119

Embassy Suites
 
Houston, TX
 
Full service
 
150

 
100

 
150

Embassy Suites
 
West Palm Beach, FL
 
Full service
 
160

 
100

 
160

Embassy Suites
 
Philadelphia, PA
 
Full service
 
263

 
100

 
263

Embassy Suites
 
Walnut Creek, CA
 
Full service
 
249

 
100

 
249

Embassy Suites
 
Arlington, VA
 
Full service
 
267

 
100

 
267

Embassy Suites
 
Portland, OR
 
Full service
 
276

 
100

 
276

Embassy Suites
 
Santa Clara, CA
 
Full service
 
257

 
100

 
257

Embassy Suites
 
Orlando, FL
 
Full service
 
174

 
100

 
174

Hilton Garden Inn
 
Jacksonville, FL
 
Select service
 
119

 
100

 
119

Hilton Garden Inn
 
Austin, TX
 
Select service
 
254

 
100

 
254

Hilton Garden Inn
 
Baltimore, MD
 
Select service
 
158

 
100

 
158

Hilton Garden Inn
 
Virginia Beach, VA
 
Select service
 
176

 
100

 
176

Hilton Garden Inn
 
Wisconsin Dells, WI
 
Select service
 
128

 
100

 
128

Hilton
 
Houston, TX
 
Full service
 
242

 
100

 
242

Hilton
 
St. Petersburg, FL
 
Full service
 
333

 
100

 
333

Hilton
 
Santa Fe, NM
 
Full service
 
158

 
100

 
158

Hilton
 
Bloomington, MN
 
Full service
 
300

 
100

 
300

Hilton
 
Costa Mesa, CA
 
Full service
 
486

 
100

 
486

Hilton
 
Boston, MA
 
Full service
 
390

 
100

 
390

Hilton
 
Parsippany, NJ
 
Full service
 
353

 
100

 
353

Hilton
 
Tampa, FL
 
Full service
 
238

 
100

 
238

Hampton Inn
 
Lawrenceville, GA
 
Select service
 
85

 
100

 
85

Hampton Inn
 
Evansville, IN
 
Select service
 
140

 
100

 
140

Hampton Inn
 
Parsippany, NJ
 
Select service
 
152

 
100

 
152

Hampton Inn
 
Buford, GA
 
Select service
 
92

 
100

 
92

Hampton Inn
 
Phoenix, AZ
 
Select service
 
106

 
100

 
106

Hampton Inn - Waterfront
 
Pittsburgh, PA
 
Select service
 
113

 
100

 
113

Hampton Inn - Washington
 
Pittsburgh, PA
 
Select service
 
103

 
100

 
103

Hampton Inn
 
Columbus, OH
 
Select service
 
145

 
100

 
145

Hampton Inn
 
Gainesville, FL
 
Select service
 
124

 
100

 
124

Marriott
 
Beverly Hills, CA
 
Full service
 
260

 
100

 
260

Marriott
 
Durham, NC
 
Full service
 
225

 
100

 
225

Marriott
 
Arlington, VA
 
Full service
 
697

 
100

 
697

Marriott
 
Bridgewater, NJ
 
Full service
 
347

 
100

 
347

Marriott
 
Dallas, TX
 
Full service
 
265

 
100

 
265

Marriott
 
Fremont, CA
 
Full service
 
357

 
100

 
357

Marriott
 
Memphis, TN
 
Full service
 
232

 
100

 
232

Marriott
 
Irving, TX
 
Full service
 
491

 
100

 
491


45
Table of Contents

Hotel Property 
 
Location 
 
Service Type
 
Total Rooms 
 
% Owned
 
Owned Rooms
Marriott
 
Omaha, NE
 
Full service
 
300

 
100

 
300

Marriott
 
San Antonio, TX
 
Full service
 
251

 
100

 
251

Marriott
 
Sugarland, TX
 
Full service
 
300

 
100

 
300

SpringHill Suites by Marriott
 
Jacksonville, FL
 
Select service
 
102

 
100

 
102

SpringHill Suites by Marriott
 
Baltimore, MD
 
Select service
 
133

 
100

 
133

SpringHill Suites by Marriott
 
Kennesaw, GA
 
Select service
 
90

 
100

 
90

SpringHill Suites by Marriott
 
Buford, GA
 
Select service
 
97

 
100

 
97

SpringHill Suites by Marriott
 
Gaithersburg, MD
 
Select service
 
162

 
100

 
162

SpringHill Suites by Marriott
 
Centreville, VA
 
Select service
 
136

 
100

 
136

SpringHill Suites by Marriott
 
Charlotte, NC
 
Select service
 
136

 
100

 
136

SpringHill Suites by Marriott
 
Durham, NC
 
Select service
 
120

 
100

 
120

SpringHill Suites by Marriott
 
Manhattan Beach, CA
 
Select service
 
164

 
100

 
164

SpringHill Suites by Marriott
 
Plymouth Meeting, PA
 
Select service
 
199

 
100

 
199

SpringHill Suites by Marriott
 
Glen Allen, VA
 
Select service
 
136

 
100

 
136

Fairfield Inn by Marriott
 
Kennesaw, GA
 
Select service
 
86

 
100

 
86

Courtyard by Marriott
 
Bloomington, IN
 
Select service
 
117

 
100

 
117

Courtyard by Marriott - Tremont
 
Boston, MA
 
Select service
 
315

 
100

 
315

Courtyard by Marriott
 
Columbus, IN
 
Select service
 
90

 
100

 
90

Courtyard by Marriott
 
Denver, CO
 
Select service
 
202

 
100

 
202

Courtyard by Marriott
 
Louisville, KY
 
Select service
 
150

 
100

 
150

Courtyard by Marriott
 
Gaithersburg, MD
 
Select service
 
210

 
100

 
210

Courtyard by Marriott
 
Crystal City, VA
 
Select service
 
272

 
100

 
272

Courtyard by Marriott
 
Ft. Lauderdale, FL
 
Select service
 
174

 
100

 
174

Courtyard by Marriott
 
Overland Park, KS
 
Select service
 
168

 
100

 
168

Courtyard by Marriott (1)
 
Palm Desert, CA
 
Select service
 
151

 
100

 
151

Courtyard by Marriott
 
Savannah, GA
 
Select service
 
156

 
100

 
156

Courtyard by Marriott
 
Foothill Ranch, CA
 
Select service
 
156

 
100

 
156

Courtyard by Marriott
 
Alpharetta, GA
 
Select service
 
154

 
100

 
154

Courtyard by Marriott
 
Oakland, CA
 
Select service
 
156

 
100

 
156

Courtyard by Marriott
 
Scottsdale, AZ
 
Select service
 
180

 
100

 
180

Courtyard by Marriott
 
Plano, TX
 
Select service
 
153

 
100

 
153

Courtyard by Marriott
 
Newark, CA
 
Select service
 
181

 
100

 
181

Courtyard by Marriott
 
Manchester, CT
 
Select service
 
90

 
85

 
77

Courtyard by Marriott
 
Basking Ridge, NJ
 
Select service
 
235

 
100

 
235

Courtyard by Marriott
 
Wichita, KS
 
Select service
 
128

 
100

 
128

Courtyard by Marriott - Billerica
 
Boston, MA
 
Select service
 
210

 
100

 
210

Homewood Suites
 
Pittsburgh, PA
 
Select service
 
148

 
100

 
148

Marriott Residence Inn
 
Lake Buena Vista, FL
 
Select service
 
210

 
100

 
210

Marriott Residence Inn
 
Evansville, IN
 
Select service
 
78

 
100

 
78

Marriott Residence Inn
 
Orlando, FL
 
Select service
 
350

 
100

 
350

Marriott Residence Inn
 
Falls Church, VA
 
Select service
 
159

 
100

 
159

Marriott Residence Inn
 
San Diego, CA
 
Select service
 
150

 
100

 
150

Marriott Residence Inn
 
Salt Lake City, UT
 
Select service
 
144

 
100

 
144

Marriott Residence Inn (1)
 
Palm Desert, CA
 
Select service
 
130

 
100

 
130

Marriott Residence Inn
 
Las Vegas, NV
 
Select service
 
256

 
100

 
256

Marriott Residence Inn
 
Phoenix, AZ
 
Select service
 
200

 
100

 
200

Marriott Residence Inn
 
Plano, TX
 
Select service
 
126

 
100

 
126

Marriott Residence Inn
 
Newark, CA
 
Select service
 
168

 
100

 
168


46
Table of Contents

Hotel Property 
 
Location 
 
Service Type
 
Total Rooms 
 
% Owned
 
Owned Rooms
Marriott Residence Inn
 
Manchester, CT
 
Select service
 
96

 
85

 
82

Marriott Residence Inn
 
Jacksonville, FL
 
Select service
 
120

 
100

 
120

Marriott Residence Inn
 
Stillwater, OK
 
Select service
 
101

 
100

 
101

Marriott Residence Inn
 
Tampa, FL
 
Select service
 
109

 
100

 
109

TownePlace Suites by Marriott
 
Manhattan Beach, CA
 
Select service
 
143

 
100

 
143

One Ocean
 
Atlantic Beach, FL
 
Full service
 
193

 
100

 
193

Sheraton Hotel
 
Ann Arbor, MI
 
Full service
 
197

 
100

 
197

Sheraton Hotel
 
Langhorne, PA
 
Full service
 
186

 
100

 
186

Sheraton Hotel
 
Minneapolis, MN
 
Full service
 
220

 
100

 
220

Sheraton Hotel
 
Indianapolis, IN
 
Full service
 
378

 
100

 
378

Sheraton Hotel
 
Anchorage, AK
 
Full service
 
370

 
100

 
370

Sheraton Hotel
 
San Diego, CA
 
Full service
 
260

 
100

 
260

Hyatt Regency
 
Coral Gables, FL
 
Full service
 
253

 
100

 
253

Hyatt Regency
 
Hauppauge, NY
 
Full service
 
358

 
100

 
358

Hyatt Regency
 
Savannah, GA
 
Full service
 
351

 
100

 
351

Renaissance
 
Nashville, TN
 
Full service
 
673

 
100

 
673

Crowne Plaza
 
Atlanta, GA
 
Full service
 
495

 
100

 
495

Annapolis Historic Inn
 
Annapolis, MD
 
Full service
 
124

 
100

 
124

Lakeway Resort & Spa
 
Austin, TX
 
Full service
 
168

 
100

 
168

Silversmith
 
Chicago, IL
 
Full service
 
144

 
100

 
144

The Churchill
 
Washington, DC
 
Full service
 
173

 
100

 
173

The Melrose
 
Washington, DC
 
Full service
 
240

 
100

 
240

Le Pavillon
 
New Orleans, LA
 
Full service
 
226

 
100

 
226

The Ashton
 
Ft. Worth, TX
 
Select service
 
39

 
100

 
39

Westin
 
Princeton, NJ
 
Full service
 
296

 
100

 
296

W
 
Atlanta, GA
 
Full service
 
237

 
100

 
237

W
 
Minneapolis, MN
 
Full service
 
229

 
100

 
229

Le Meridien
 
Minneapolis, MN
 
Full service
 
60

 
100

 
60

Hotel Indigo
 
Atlanta, GA
 
Full service
 
140

 
100

 
140

Ground Lease Properties
 
 
 
 
 
 
 
 
 
 
Crown Plaza
 
Key West, FL
 
Full service
 
160

 
100
%
 
160

Crown Plaza
 
Annapolis, MD
 
Full service
 
196

 
100

 
196

Hilton
 
Ft. Worth, TX
 
Full service
 
294

 
100

 
294

Renaissance
 
Palm Springs, CA
 
Full service
 
410

 
100

 
410

Renaissance
 
Portsmouth, VA
 
Full service
 
249

 
100

 
249

Ritz-Carlton
 
Atlanta, GA
 
Full service
 
444

 
100

 
444

Total
 
 
 
 
 
26,580

 
 
 
26,553

____________________
(1) These properties are held for sale as of June 30, 2016. See note 4 in the notes to the consolidated financial statements.

47
Table of Contents

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments, our derivatives portfolio and notes receivable that bear interest at variable rates that fluctuate with market interest rates. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.
At June 30, 2016, our total indebtedness of $3.8 billion included $2.8 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at June 30, 2016 would be approximately $7.0 million annually. Interest rate changes have no impact on the remaining $984.3 million of fixed-rate debt. At December 31, 2015, the total consolidated indebtedness of $3.9 billion included $2.8 billion of variable-rate debt. The impact on the results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at December 31, 2015 would be approximately $7.0 million per year. Interest rate changes will have no impact on the remaining $1.1 billion of fixed rate debt.
The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed at June 30, 2016 and December 31, 2015, respectively, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.
We have entered into credit default swap transactions for notional amounts totaling $240.0 million, to hedge financial and capital market risk for upfront costs of $11.4 million, that was subsequently returned to us as collateral by our counterparties. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $4.6 million at June 30, 2016.
We have purchased options on Eurodollar futures to hedge our cash flow risk for total upfront costs of $829,000, including commissions of $138,000. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three-month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are fulfilled.
ITEM 4.
CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2016 (“Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

48

PART II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. A final judgment was entered and the landlord filed an appeal with the 4th District Court of Appeals in Florida. Both parties have fully briefed the Appeal and oral argument took place on May 31, 2016. A decision from the Court of Appeals will likely be announced during late summer/early fall of 2016. The parties have agreed to table any hearings to establish attorney's fees until after the Court of Appeals decision.
As a result of the jury verdict, we recorded the $10.8 million judgment, pre-judgment interest of $802,000 and accrued a reasonable estimate of $400,000 of loss related to legal fees during 2014 and 2015. For the three and six months ended June 30, 2016, we recorded additional pre-judgment interest of $24,000 and $48,000, respectively. Including the judgment, pre-judgment interest and estimated loss of legal expenses, total expenses recorded were $12.1 million through June 30, 2016. The additional charges related to pre-judgment interest are included in “other” hotel expenses in the consolidated statements of operations for the three and six months ended June 30, 2016.
We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods.
ITEM 1A.
RISK FACTORS
The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. At June 30, 2016, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31,2015.


49
Table of Contents

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
The following table provides the information with respect to purchases of shares of our common stock during each of the months in the second quarter of 2016:
Period
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan (2)
 
Maximum Dollar
Value of Shares That
May Yet Be Purchased
Under the Plan
Common stock:
 
 
 
 
 
 
 
 
April 1 to April 30 (1)
 
1,175

 
$
—

(3) 
—

 
$
200,000,000

May 1 to May 31(1)
 
—

 
—

(3) 
—

 
200,000,000

June 1 to June 30 (1)
 
7,479

 
—

(3) 
—

 
200,000,000

Total
 
8,654

 
$
—

 
—

 
 
____________________
(1) 
Includes shares that were repurchased when former employees of Ashford LLC, who held restricted shares of our common stock, forfeited the shares upon termination of employment.
(2) 
In September 2011, our board of directors announced the reinstatement of our 2007 share repurchase program and authorized an increase in repurchase plan authorization from the remaining $58.4 million to $200.0 million. The plan provides for: (i) the repurchase of shares of our common stock, Series A preferred stock, Series D preferred stock and Series E preferred stock, and /or (ii) discounted purchases of outstanding debt obligations, including debt secured by hotel assets. No shares of common or preferred stock have been repurchased under this program since September 2011and none are authorized for purchase without further authorization from our board of directors.
(3) 
There is no cost associated with the repurchase of forfeited restricted shares of our common stock.
ITEM 3.
DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
ITEM 5.
OTHER INFORMATION
None.


50

ITEM 6.
EXHIBITS
Exhibit
 
Description
3.1
 
Articles of Amendment and Restatement, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 filed May 15, 2015) (File No. 333-204235)
 
 
 
 
3.2
 
Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015 and by Amendment No. 3 on August 2, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on August 8, 2016)
 
 
 
 
4.1
 
Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on July 11, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 12, 2016.
 
 
 
 
10.1
 
Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on April 15, 2016)
 
 
 
 
10.2
 
Amendment No. 1 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated July 12, 2016 (incorporated by reference to Exhibit 10,1 to the Registrant’s Form 8-K, filed on July 12, 2016)
 
 
 
 
12*
 
Statement Regarding Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
 
 
 
 
31.1*
 
Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
 
 
 
 
31.2*
 
Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
 
 
 
 
32.1*
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
32.2*
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iii) Consolidated Statement of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 
101.INS
 
XBRL Instance Document
Submitted electronically with this report.
101.SCH
 
XBRL Taxonomy Extension Schema Document
Submitted electronically with this report.
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
Submitted electronically with this report.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
Submitted electronically with this report.
101.LAB
 
XBRL Taxonomy Label Linkbase Document.
Submitted electronically with this report.
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document.
Submitted electronically with this report.
___________________________________
* Filed herewith.

51

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASHFORD HOSPITALITY TRUST, INC.
Date:
August 9, 2016
By:
/s/ MONTY J. BENNETT
 
 
 
 
Monty J. Bennett
 
 
 
 
Chief Executive Officer
 
 
 
 
 
 
Date:
August 9, 2016
By:
/s/ DERIC S. EUBANKS
 
 
 
 
Deric S. Eubanks
 
 
 
 
Chief Financial Officer
 

52