ITEM 1. Financial Statements (unaudited)
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
| | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
ASSETS | | | |
| | | |
| | | |
Investments in hotel properties, net | $ | 3,114,528 | | | $ | 3,230,710 | |
Cash and cash equivalents | 505,533 | | | 592,110 | |
Restricted cash | 132,055 | | | 99,534 | |
| | | |
Accounts receivable, net of allowance of $634 and $455, respectively | 58,601 | | | 37,720 | |
Inventories | 3,788 | | | 3,291 | |
Notes receivable, net | 4,975 | | | 8,723 | |
Investments in unconsolidated entities | 10,802 | | | 11,253 | |
Deferred costs, net | 3,247 | | | 5,001 | |
Prepaid expenses | 19,797 | | | 13,384 | |
Derivative assets | 20,187 | | | 501 | |
Operating lease right-of-use assets | 44,082 | | | 44,575 | |
Other assets | 17,559 | | | 16,150 | |
Intangible assets | 797 | | | 797 | |
| | | |
| | | |
Due from Ashford Inc., net | 1,761 | | | 25 | |
Due from related parties, net | 6,597 | | | 7,473 | |
Due from third-party hotel managers | 27,361 | | | 26,896 | |
| | | |
Total assets | $ | 3,971,670 | | | $ | 4,098,143 | |
LIABILITIES AND EQUITY/DEFICIT | | | |
Liabilities: | | | |
Indebtedness, net | $ | 3,838,697 | | | $ | 3,887,822 | |
Accounts payable and accrued expenses | 135,967 | | | 117,650 | |
Accrued interest payable | 10,577 | | | 15,432 | |
Dividends and distributions payable | 3,103 | | | 3,104 | |
| | | |
| | | |
| | | |
Due to related parties, net | — | | | 728 | |
Due to third-party hotel managers | 727 | | | 1,204 | |
Intangible liabilities, net | 2,117 | | | 2,177 | |
Operating lease liabilities | 44,781 | | | 45,106 | |
| | | |
Other liabilities | 4,452 | | | 4,832 | |
| | | |
Total liabilities | 4,040,421 | | | 4,078,055 | |
Commitments and contingencies (note 16) | | | |
Redeemable noncontrolling interests in operating partnership | 21,988 | | | 22,742 | |
Equity (deficit): | | | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | | | |
| | | |
Series D Cumulative Preferred Stock, 1,174,427 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 12 | | | 12 | |
Series F Cumulative Preferred Stock, 1,251,044 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 12 | | | 12 | |
Series G Cumulative Preferred Stock, 1,531,996 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 15 | | | 15 | |
Series H Cumulative Preferred Stock, 1,308,415 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 13 | | | 13 | |
Series I Cumulative Preferred Stock, 1,252,923 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 13 | | | 13 | |
Common stock, $0.01 par value, 400,000,000 shares authorized, 34,498,993 and 34,490,381 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 345 | | | 345 | |
Additional paid-in capital | 2,382,863 | | | 2,379,906 | |
Accumulated deficit | (2,474,012) | | | (2,382,970) | |
| | | |
| | | |
Total equity (deficit) | (90,739) | | | (2,654) | |
Total liabilities and equity/deficit | $ | 3,971,670 | | | $ | 4,098,143 | |
See Notes to Consolidated Financial Statements.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 | | |
REVENUE | | | | | | | | | |
Rooms | $ | 260,616 | | | $ | 202,119 | | | $ | 731,474 | | | $ | 459,264 | | | |
Food and beverage | 48,633 | | | 29,744 | | | 139,709 | | | 57,487 | | | |
Other hotel revenue | 18,183 | | | 14,944 | | | 50,042 | | | 38,358 | | | |
Total hotel revenue | 327,432 | | | 246,807 | | | 921,225 | | | 555,109 | | | |
Other | 724 | | | 627 | | | 2,164 | | | 1,567 | | | |
Total revenue | 328,156 | | | 247,434 | | | 923,389 | | | 556,676 | | | |
EXPENSES | | | | | | | | | |
Hotel operating expenses: | | | | | | | | | |
Rooms | 61,464 | | | 48,035 | | | 169,250 | | | 109,095 | | | |
Food and beverage | 36,199 | | | 22,750 | | | 100,981 | | | 42,860 | | | |
Other expenses | 106,907 | | | 92,581 | | | 310,407 | | | 224,422 | | | |
Management fees | 11,686 | | | 8,976 | | | 33,552 | | | 21,944 | | | |
Total hotel expenses | 216,256 | | | 172,342 | | | 614,190 | | | 398,321 | | | |
Property taxes, insurance and other | 17,541 | | | 17,222 | | | 51,289 | | | 51,821 | | | |
Depreciation and amortization | 49,428 | | | 53,069 | | | 152,444 | | | 166,291 | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Advisory services fee | 12,513 | | | 7,395 | | | 38,176 | | | 39,110 | | | |
Corporate, general and administrative | (884) | | | 2,414 | | | 6,730 | | | 12,113 | | | |
Total expenses | 294,854 | | | 252,442 | | | 862,829 | | | 667,656 | | | |
Gain (loss) on disposition of assets and hotel properties | (11) | | | 103 | | | 273 | | | 395 | | | |
OPERATING INCOME (LOSS) | 33,291 | | | (4,905) | | | 60,833 | | | (110,585) | | | |
Equity in earnings (loss) of unconsolidated entities | (147) | | | (145) | | | (451) | | | (423) | | | |
Interest income | 1,576 | | | 124 | | | 2,153 | | | 137 | | | |
Other income (expense) | 241 | | | 208 | | | 426 | | | 682 | | | |
Interest expense and amortization of discounts and loan costs | (61,023) | | | (43,003) | | | (152,975) | | | (112,003) | | | |
Write-off of premiums, loan costs and exit fees | (1,378) | | | (1,034) | | | (3,076) | | | (5,200) | | | |
Gain (loss) on extinguishment of debt | — | | | 1,292 | | | — | | | 11,896 | | | |
| | | | | | | | | |
Unrealized gain (loss) on derivatives | 9,774 | | | 6,029 | | | 19,059 | | | 3,712 | | | |
INCOME (LOSS) BEFORE INCOME TAXES | (17,666) | | | (41,434) | | | (74,031) | | | (211,784) | | | |
Income tax (expense) benefit | (4,657) | | | (2,615) | | | (10,340) | | | (2,916) | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
NET INCOME (LOSS) | (22,323) | | | (44,049) | | | (84,371) | | | (214,700) | | | |
(Income) loss attributable to noncontrolling interest in consolidated entities | — | | | (10) | | | — | | | 84 | | | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 231 | | | 367 | | | 679 | | | 3,594 | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (22,092) | | | (43,692) | | | (83,692) | | | (211,022) | | | |
Preferred dividends | (3,104) | | | (2,039) | | | (9,311) | | | 1,488 | | | |
Gain (loss) on extinguishment of preferred stock | — | | | (1,789) | | | — | | | 959 | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (25,196) | | | $ | (47,520) | | | $ | (93,003) | | | $ | (208,575) | | | |
| | | | | | | | | |
INCOME (LOSS) PER SHARE - BASIC AND DILUTED | | | | | | | | | |
Basic: | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (0.73) | | | $ | (1.70) | | | $ | (2.71) | | | $ | (11.89) | | | |
Weighted average common shares outstanding – basic | 34,371 | | | 28,033 | | | 34,324 | | | 17,520 | | | |
Diluted: | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (0.73) | | | $ | (1.70) | | | $ | (2.71) | | | $ | (11.89) | | | |
Weighted average common shares outstanding – diluted | 34,371 | | | 28,033 | | | 34,324 | | | 17,520 | | | |
See Notes to Consolidated Financial Statements.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 | | |
Net income (loss) | $ | (22,323) | | | $ | (44,049) | | | $ | (84,371) | | | $ | (214,700) | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total other comprehensive income (loss) | — | | | — | | | — | | | — | | | |
Comprehensive income (loss) | (22,323) | | | (44,049) | | | (84,371) | | | (214,700) | | | |
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | — | | | (10) | | | — | | | 84 | | | |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | 231 | | | 367 | | | 679 | | | 3,594 | | | |
Comprehensive income (loss) attributable to the Company | $ | (22,092) | | | $ | (43,692) | | | $ | (83,692) | | | $ | (211,022) | | | |
See Notes to Consolidated Financial Statements.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(unaudited, in thousands except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Preferred Stock | | | | Additional Paid-in Capital | | Accumulated Deficit | | | | Total | | Redeemable Noncontrolling Interests in Operating Partnership |
| | | Series D | | Series F | | Series G | | Series H | | Series I | | Common Stock | | | | | |
| | | | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
Balance at June 30, 2022 | | | | | 1,174 | | | $ | 12 | | | 1,251 | | | $ | 12 | | | 1,532 | | | $ | 15 | | | 1,308 | | | $ | 13 | | | 1,253 | | | $ | 13 | | | 34,487 | | | $ | 345 | | | $ | 2,382,197 | | | $ | (2,448,350) | | | | | $ | (65,743) | | | $ | 21,308 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of common stock | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (21) | | | — | | | (164) | | | — | | | | | (164) | | | — | |
Equity-based compensation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 830 | | | — | | | | | 830 | | | 445 | |
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Issuance of restricted shares/units | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 33 | | | — | | | — | | | — | | | | | — | | | — | |
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Dividends declared – preferred stock - Series D ($0.53/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (621) | | | | | (621) | | | — | |
Dividends declared – preferred stock - Series F ($0.46/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (577) | | | | | (577) | | | — | |
Dividends declared – preferred stock - Series G ($0.46/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (706) | | | | | (706) | | | — | |
Dividends declared – preferred stock - Series H ($0.47/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (613) | | | | | (613) | | | — | |
Dividends declared – preferred stock - Series I ($0.47/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (587) | | | | | (587) | | | — | |
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Redemption value adjustment | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (466) | | | | | (466) | | | 466 | |
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Net income (loss) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (22,092) | | | | | (22,092) | | | (231) | |
Balance at September 30, 2022 | | | | | 1,174 | | | $ | 12 | | | 1,251 | | | $ | 12 | | | 1,532 | | | $ | 15 | | | 1,308 | | | $ | 13 | | | 1,253 | | | $ | 13 | | | 34,499 | | | $ | 345 | | | $ | 2,382,863 | | | $ | (2,474,012) | | | | | $ | (90,739) | | | $ | 21,988 | |
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| | | | | Preferred Stock | | | | Additional Paid-in Capital | | Accumulated Deficit | | | | Total | | Redeemable Noncontrolling Interests in Operating Partnership |
| | | Series D | | Series F | | Series G | | Series H | | Series I | | Common Stock | | | | | |
| | | | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
Balance at December 31, 2021 | | | | | 1,174 | | | $ | 12 | | | 1,251 | | | $ | 12 | | | 1,532 | | | $ | 15 | | | 1,308 | | | $ | 13 | | | 1,253 | | | $ | 13 | | | 34,490 | | | $ | 345 | | | $ | 2,379,906 | | | $ | (2,382,970) | | | | | $ | (2,654) | | | $ | 22,742 | |
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Purchases of common stock | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (42) | | | — | | | (316) | | | — | | | | | (316) | | | — | |
Equity-based compensation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,438 | | | — | | | | | 3,438 | | | 1,886 | |
Forfeitures of restricted shares | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | | | — | | | — | |
Issuance of restricted shares/units | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 52 | | | — | | | — | | | — | | | | | — | | | — | |
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Common stock offering costs | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (165) | | | — | | | | | (165) | | | — | |
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Dividends declared – preferred stock - Series D ($1.59/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,861) | | | | | (1,861) | | | — | |
Dividends declared – preferred stock - Series F ($1.38/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,730) | | | | | (1,730) | | | — | |
Dividends declared – preferred stock - Series G ($1.38/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,118) | | | | | (2,118) | | | — | |
Dividends declared – preferred stock - Series H ($1.41/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,840) | | | | | (1,840) | | | — | |
Dividends declared – preferred stock - Series I ($1.41/share) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,762) | | | | | (1,762) | | | — | |
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Redemption value adjustment | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,961 | | | | | 1,961 | | | (1,961) | |
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Net income (loss) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (83,692) | | | | | (83,692) | | | (679) | |
Balance at September 30, 2022 | | | | | 1,174 | | | $ | 12 | | | 1,251 | | | $ | 12 | | | 1,532 | | | $ | 15 | | | 1,308 | | | $ | 13 | | | 1,253 | | | $ | 13 | | | 34,499 | | | $ | 345 | | | $ | 2,382,863 | | | $ | (2,474,012) | | | | | $ | (90,739) | | | $ | 21,988 | |
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| | | | | Preferred Stock | | | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interests In Consolidated Entities | | Total | | Redeemable Noncontrolling Interests in Operating Partnership |
| | | Series D | | Series F | | Series G | | Series H | | Series I | | Common Stock | | | | | |
| | | | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
Balance at June 30, 2021 | | | | | 1,316 | | | $ | 13 | | | 1,471 | | | $ | 15 | | | 1,910 | | | $ | 19 | | | 1,458 | | | $ | 14 | | | 1,392 | | | $ | 14 | | | 22,321 | | | $ | 223 | | | $ | 2,181,467 | | | $ | (2,264,954) | | | $ | 72 | | | $ | (83,117) | | | $ | 28,906 | |
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Equity-based compensation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,948 | | | — | | | — | | | 1,948 | | | 542 | |
Forfeitures of restricted shares | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | — | | | — | | | — | |
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Issuance of common stock, net | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,297 | | | 93 | | | 176,879 | | | — | | | — | | | 176,972 | | | — | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Conversion of operating partnership units | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2 | | | — | | | — | | | 2 | | | (2) | |
Redemption value adjustment | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,946 | | | — | | | 5,946 | | | (5,946) | |
Extinguishment of preferred stock | | | | | (45) | | | — | | | (92) | | | (1) | | | (189) | | | (2) | | | (105) | | | (1) | | | (120) | | | (1) | | | 941 | | | 10 | | | 1,784 | | | (1,789) | | | — | | | — | | | — | |
Net income (loss) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (43,692) | | | 10 | | | (43,682) | | | (367) | |
Balance at September 30, 2021 | | | | | 1,271 | | | $ | 13 | | | 1,379 | | | $ | 14 | | | 1,721 | | | $ | 17 | | | 1,353 | | | $ | 13 | | | 1,272 | | | $ | 13 | | | 32,558 | | | $ | 326 | | | $ | 2,362,080 | | | $ | (2,304,489) | | | $ | 82 | | | $ | 58,069 | | | $ | 23,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Preferred Stock | | | | Additional Paid-in Capital | | Accumulated Deficit | | Noncontrolling Interests In Consolidated Entities | | Total | | Redeemable Noncontrolling Interests in Operating Partnership |
| | | Series D | | Series F | | Series G | | Series H | | Series I | | Common Stock | | | | | |
| | | | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | | | |
Balance at December 31, 2020 | | | | | 1,791 | | | $ | 18 | | | 2,891 | | | $ | 29 | | | 4,423 | | | $ | 44 | | | 2,669 | | | $ | 27 | | | 3,391 | | | $ | 34 | | | 6,436 | | | $ | 64 | | | $ | 1,809,455 | | | $ | (2,093,292) | | | $ | 166 | | | $ | (283,455) | | | $ | 22,951 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of common stock | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1) | | | — | | | (46) | | | — | | | — | | | (46) | | | — | |
Equity-based compensation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,486 | | | — | | | — | | | 5,486 | | | 2,053 | |
Forfeitures of restricted shares | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3) | | | — | | | — | | | — | | | — | | | — | | | — | |
Issuance of restricted shares/units | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 251 | | | 3 | | | (3) | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PSU dividend claw back upon cancellation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 178 | | | — | | | 178 | | | — | |
Issuance of common stock, net | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 19,009 | | | 190 | | | 548,091 | | | — | | | — | | | 548,281 | | | — | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Conversion of operating partnership units | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1 | | | — | | | 43 | | | — | | | — | | | 43 | | | (43) | |
Performance LTIP dividend claw back upon cancellation | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 454 | |
Redemption value adjustment | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,312) | | | — | | | (1,312) | | | 1,312 | |
Extinguishment of preferred stock | | | | | (520) | | | (5) | | | (1,512) | | | (15) | | | (2,702) | | | (27) | | | (1,316) | | | (14) | | | (2,119) | | | (21) | | | 6,865 | | | 69 | | | (946) | | | 959 | | | — | | | — | | | — | |
Net income (loss) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (211,022) | | | (84) | | | (211,106) | | | (3,594) | |
Balance at September 30, 2021 | | | | | 1,271 | | | $ | 13 | | | 1,379 | | | $ | 14 | | | 1,721 | | | $ | 17 | | | 1,353 | | | $ | 13 | | | 1,272 | | | $ | 13 | | | 32,558 | | | $ | 326 | | | $ | 2,362,080 | | | $ | (2,304,489) | | | $ | 82 | | | $ | 58,069 | | | $ | 23,133 | |
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 | | |
Cash Flows from Operating Activities | | | | | |
Net income (loss) | $ | (84,371) | | | $ | (214,700) | | | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | |
| | | | | |
| | | | | |
Depreciation and amortization | 152,444 | | | 166,291 | | | |
| | | | | |
Amortization of intangibles | 78 | | | 98 | | | |
Recognition of deferred income | (374) | | | (374) | | | |
Bad debt expense | 2,456 | | | 1,491 | | | |
Deferred income tax expense (benefit) | 141 | | | (113) | | | |
Equity in (earnings) loss of unconsolidated entities | 451 | | | 423 | | | |
(Gain) loss on disposition of assets and hotel properties | (273) | | | (395) | | | |
(Gain) loss on extinguishment of debt | — | | | (11,896) | | | |
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Unrealized (gain) loss on derivatives | (19,059) | | | (3,712) | | | |
| | | | | |
Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees | 7,760 | | | (12,132) | | | |
| | | | | |
Equity-based compensation | 5,324 | | | 7,539 | | | |
| | | | | |
Non-cash interest income | (262) | | | (591) | | | |
Paid-in kind interest expense | — | | | 23,574 | | | |
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Changes in operating assets and liabilities, exclusive of the effect of dispositions of hotel properties: | | | | | |
Accounts receivable and inventories | (24,893) | | | (20,199) | | | |
Prepaid expenses and other assets | (7,257) | | | (1,418) | | | |
Operating lease right-of-use assets | 355 | | | 358 | | | |
Operating lease liabilities | (325) | | | (361) | | | |
| | | | | |
Accounts payable and accrued expenses and accrued interest payable | 10,401 | | | (21,496) | | | |
Due to/from related parties | 148 | | | (718) | | | |
Due to/from third-party hotel managers | (942) | | | (14,170) | | | |
Due to/from Ashford Inc., net | (2,286) | | | (11,024) | | | |
| | | | | |
Other liabilities | (6) | | | (4) | | | |
| | | | | |
Net cash provided by (used in) operating activities | 39,510 | | | (113,529) | | | |
Cash Flows from Investing Activities | | | | | |
Improvements and additions to hotel properties | (68,054) | | | (19,018) | | | |
Net proceeds from disposition of assets and hotel properties | 34,707 | | | 7,543 | | | |
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Proceeds from property insurance | 1,009 | | | 2,000 | | | |
Investments in unconsolidated entities | — | | | (250) | | | |
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Proceeds from note receivable | 4,000 | | | — | | | |
| | | | | |
Net cash provided by (used in) investing activities | (28,338) | | | (9,725) | | | |
Cash Flows from Financing Activities | | | | | |
Borrowings on indebtedness, net of commitment fee | 1,552 | | | 293,500 | | | |
Repayments of indebtedness | (49,326) | | | (106,690) | | | |
Payments for loan costs and exit fees | (2,298) | | | (20,494) | | | |
Payments for dividends and distributions | (9,312) | | | — | | | |
Purchases of common stock | (316) | | | (46) | | | |
| | | | | |
Payments for derivatives | (5,255) | | | (824) | | | |
Proceeds from common stock offerings | — | | | 548,441 | | | |
| | | | | |
| | | | | |
Common stock offering costs | (273) | | | — | | | |
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| | | | | |
| | | | | |
Net cash provided by (used in) financing activities | (65,228) | | | 713,887 | | | |
| | | | | |
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Net increase (decrease) in cash, cash equivalents and restricted cash | (54,056) | | | 590,633 | | | |
Cash, cash equivalents and restricted cash at beginning of period | 691,644 | | | 167,313 | | | |
Cash, cash equivalents and restricted cash and at end of period | $ | 637,588 | | | $ | 757,946 | | | |
| | | | | |
| | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 | | |
Supplemental Cash Flow Information | | | | | |
Interest paid | $ | 153,155 | | | $ | 153,873 | | | |
Income taxes paid (refunded) | 7,419 | | | 2,602 | | | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | | | | | |
Accrued but unpaid capital expenditures | $ | 14,996 | | | $ | 4,700 | | | |
| | | | | |
Non-cash consideration from sale of hotel property | 1,219 | | | — | | | |
Accrued stock offering costs | — | | | 160 | | | |
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Non-cash extinguishment of debt | — | | | 9,604 | | | |
Non-cash loan principal associated with default interest and late charges | — | | | 32,626 | | | |
| | | | | |
Non-cash extinguishment of preferred stock | — | | | 197,093 | | | |
Issuance of common stock from preferred stock exchanges | — | | | 196,134 | | | |
Debt discount associated with embedded debt derivative | — | | | 43,680 | | | |
Credit facility commitment fee | — | | | 4,500 | | | |
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Dividends and distributions declared but not paid | 3,103 | | | 236 | | | |
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Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | | | | | |
Cash and cash equivalents at beginning of period | $ | 592,110 | | | $ | 92,905 | | | |
| | | | | |
Restricted cash at beginning of period | 99,534 | | | 74,408 | | | |
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Cash, cash equivalents and restricted cash at beginning of period | $ | 691,644 | | | $ | 167,313 | | | |
| | | | | |
Cash and cash equivalents at end of period | $ | 505,533 | | | $ | 672,961 | | | |
| | | | | |
Restricted cash at end of period | 132,055 | | | 84,985 | | | |
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Cash, cash equivalents and restricted cash at end of period | $ | 637,588 | | | $ | 757,946 | | | |
| | | | | |
See Notes to Consolidated Financial Statements.
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”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.
Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of September 30, 2022, we owned interests in the following assets:
•99 consolidated hotel properties, which represent 22,116 total rooms;
•79 hotel condominium units at WorldQuest Resort in Orlando, Florida (“WorldQuest”);
•15.1% ownership in OpenKey, Inc. (“OpenKey”) with a carrying value of approximately $2.3 million; and
•32.5% ownership in 815 Commerce Managing Member, LLC (“815 Commerce MM”), which is developing the Le Meridien Fort Worth, with a carrying value of approximately $8.5 million.
For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of September 30, 2022, our 99 hotel properties were leased or owned by our wholly-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. 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.
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.
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hotels”), a subsidiary of Ashford Inc., manages 67 of our 99 hotel properties and WorldQuest. Third-party management companies manage the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, broker-dealer and distribution services and mobile key technology.
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 joint ventures in which it has a controlling interest. All inter-company 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
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
included in our 2021 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022.
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 and (ii) 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 OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.
Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The following dispositions affect reporting comparability of our consolidated financial statements:
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Hotel Property | | Location | | Type | | Date |
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Le Meridien Minneapolis | | Minneapolis, MN | | Disposition | | January 20, 2021 |
SpringHill Suites Durham | | Durham, NC | | Disposition | | April 29, 2021 |
SpringHill Suites Charlotte | | Charlotte, NC | | Disposition | | April 29, 2021 |
Sheraton Ann Arbor | | Ann Arbor, MI | | Disposition | | September 1, 2022 |
| | | | | | |
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.
Recently Adopted Accounting Standards—In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We adopted the standard effective January 1, 2022, and the adoption of this standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Standards—In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.
Reclassification—Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
3. Revenue
The following tables present our revenue disaggregated by geographical area (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2022 |
Primary Geographical Market | | Number of Hotels | | Rooms | | Food and Beverage | | Other Hotel | | Other | | Total |
Atlanta, GA Area | | 9 | | | $ | 17,841 | | | $ | 4,154 | | | $ | 1,438 | | | $ | — | | | $ | 23,433 | |
Boston, MA Area | | 2 | | | 15,562 | | | 1,363 | | | 1,453 | | | — | | | 18,378 | |
Dallas / Ft. Worth, TX Area | | 7 | | | 12,867 | | | 3,047 | | | 889 | | | — | | | 16,803 | |
Houston, TX Area | | 3 | | | 5,958 | | | 1,543 | | | 243 | | | — | | | 7,744 | |
Los Angeles, CA Metro Area | | 6 | | | 19,515 | | | 3,132 | | | 1,252 | | | — | | | 23,899 | |
Miami, FL Metro Area | | 2 | | | 4,816 | | | 1,617 | | | 155 | | | — | | | 6,588 | |
Minneapolis - St. Paul, MN | | 2 | | | 4,361 | | | 1,335 | | | 163 | | | — | | | 5,859 | |
Nashville, TN Area | | 1 | | | 13,705 | | | 5,997 | | | 1,047 | | | — | | | 20,749 | |
New York / New Jersey Metro Area | | 6 | | | 16,316 | | | 4,594 | | | 876 | | | — | | | 21,786 | |
Orlando, FL Area | | 2 | | | 4,981 | | | 407 | | | 430 | | | — | | | 5,818 | |
Philadelphia, PA Area | | 3 | | | 6,120 | | | 632 | | | 196 | | | — | | | 6,948 | |
San Diego, CA Area | | 2 | | | 6,127 | | | 154 | | | 334 | | | — | | | 6,615 | |
San Francisco - Oakland, CA Metro Area | | 7 | | | 19,580 | | | 1,588 | | | 931 | | | — | | | 22,099 | |
Tampa, FL Area | | 2 | | | 5,389 | | | 1,472 | | | 267 | | | — | | | 7,128 | |
Washington D.C. - MD - VA Area | | 9 | | | 28,429 | | | 5,102 | | | 2,501 | | | — | | | 36,032 | |
Other Areas | | 36 | | | 76,267 | | | 12,266 | | | 5,565 | | | — | | | 94,098 | |
Orlando WorldQuest | | — | | | 1,068 | | | 39 | | | 260 | | | — | | | 1,367 | |
Disposed properties | | 1 | | | 1,714 | | | 191 | | | 183 | | | — | | | 2,088 | |
Corporate | | — | | | — | | | — | | | — | | | 724 | | | 724 | |
Total | | 100 | | | $ | 260,616 | | | $ | 48,633 | | | $ | 18,183 | | | $ | 724 | | | $ | 328,156 | |
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| | Three Months Ended September 30, 2021 |
Primary Geographical Market | | Number of Hotels | | Rooms | | Food and Beverage | | Other Hotel | | Other | | Total |
Atlanta, GA Area | | 9 | | | $ | 14,233 | | | $ | 2,672 | | | $ | 1,229 | | | $ | — | | | $ | 18,134 | |
Boston, MA Area | | 2 | | | 10,651 | | | 795 | | | 1,015 | | | — | | | |