ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT) Files An 8-K Results of Operations and Financial Condition

ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.

On January9, 2019, Ashford Hospitality Trust,Inc. (the “Company”) announced that no incentive fee was earned by Ashford Hospitality Advisors LLC (the “advisor”) for 2018 under the Amended and Restated Advisory Agreement, dated as of June10, 2015, by and between Ashford Hospitality Trust,Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (the “Advisory Agreement”), as amended.

to the Advisory Agreement, the Company must pay the advisor an incentive fee that is measured annually. Each year that the Company’s annual total stockholder return exceeds the average annual total stockholder return for the Company’s peer group, the Company will pay the advisor an incentive fee over the following three years, subject to the FCCR Condition, as defined in the Advisory Agreement, which relates to the ratio of adjusted EBITDA to fixed charges. For additional details regarding the calculation of the incentive fee, see the full text of the Advisory Agreement, a copy of which is filed as Exhibit10.1 to the Company’s Current Report on Form8-K dated June12, 2015, and the Enhanced Return Funding Program Agreement and Amendment No.1 to the Amended and Restated Advisory Agreement, dated June26, 2018, a copy of which is filed as Exhibit10.1 to the Company’s Current Report on Form8-K dated June26, 2018, each of which is incorporated herein by reference.

The information in this Form8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

Certain statements and assumptions in this current report on Form8-K contain or are based upon “forward-looking” information and are being made to the safe harbor provisions of the federal securities regulations. Forward looking statements in this press release may include, among others, statements about the Company’s strategy and future plans. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general conditions of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; our ability to successfully complete and integrate acquisitions, and manage our planned growth, and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this current report on Form8-K. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.