SEC Comment Letter for ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) (AHT) — Jun 3, 2011
ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582)
Date: June 3, 2011 · CIK: 0001232582 · Accession: 0000000000-11-034355
AI Filing Summary & Sentiment
File numbers found in text: 001-31775
Letter
June 3, 2011 Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254 Re: Ashford Hospitality Trust Form 10-K for the year ended 12/31/2010 Filed on 3/4/2011 File No. 001-31775
Dear Mr. David J. Kimichik: We have reviewed your filings and have the following comments. In some of our comments we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010
Item 2. Properties, page 31
1. In future periodic filings please include in your hotel portfolio information details regarding the hotel property t ype(s), such as, full service, limited service or extended stay. Liquidity and Capital Resources, page 40
2. In future periodic filings, with respect to your ATM program and to the extent shares are sold in the reporting period, please disc lose the amount of sh ares sold, average price and/or gross proceeds , net proceeds or offering expenses/commissions, the use of proceeds for sales, and amount remaining in the program in such reporting period.
David J. Kimichik Ashford Hospitality Trust June 3, 2011 Page 2 Financial Statements and Notes
Consolidated Statements of Operations, page 60
3. We note that you have included dividends declared per common share on the face of your Consolidated Statements of Income versus in the notes to your financial statements. Tell us how your disclosure co mplies with the guidance in paragraph 260- 10-45-5 of the FASB Accounti ng Standards Codification.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you have questions regarding comments on the financ ial statements and related matters. Please contact Folake Ayoola at (202) 551 - 3673 or Tom Kluck at (202) 551 – 3233 with any other questions. Sincerely, Daniel L. Gordon Branch Chief
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June 3, 2011
Mr. David J. Kimichik
Chief Financial Officer
Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254
Re: Ashford Hospitality Trust
Form 10-K for the year ended 12/31/2010
Filed on 3/4/2011 File No. 001-31775
Dear Mr. David J. Kimichik:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing the information you provide in response to these comments, we may
have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010
Item 2. Properties, page 31
1. In future periodic filings please include in your hotel portfolio information details
regarding the hotel property t ype(s), such as, full service, limited service or extended
stay.
Liquidity and Capital Resources, page 40
2. In future periodic filings, with respect to your ATM program and to the extent shares
are sold in the reporting period, please disc lose the amount of sh ares sold, average
price and/or gross proceeds , net proceeds or offering expenses/commissions, the use
of proceeds for sales, and amount remaining in the program in such reporting period.
David J. Kimichik
Ashford Hospitality Trust June 3, 2011 Page 2 Financial Statements and Notes
Consolidated Statements of Operations, page 60
3. We note that you have included dividends declared per common share on the face of
your Consolidated Statements of Income versus in the notes to your financial statements. Tell us how your disclosure co mplies with the guidance in paragraph 260-
10-45-5 of the FASB Accounti ng Standards Codification.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you
have questions regarding comments on the financ ial statements and related matters. Please
contact Folake Ayoola at (202) 551 - 3673 or Tom Kluck at (202) 551 – 3233 with any other
questions.
Sincerely,
Daniel L. Gordon Branch Chief