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Ashford Hospitality Trust (NYSE: AHT) sells Hyatt Long Island, repays $25.7M loan

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Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc., through indirect subsidiary HH FP Portfolio LLC, completed the sale of the 358-room Hyatt Regency Long Island in Hauppauge, New York on July 31, 2026 for approximately $26.5 million in cash, subject to customary prorations and adjustments. Net cash consideration was about $26.2 million after selling expenses, and the Company paid approximately $25.7 million to the mortgage lender on a loan secured by 15 hotels including this property.

Pro forma financial information shows Hyatt Long Island’s assets, liabilities and results removed. For 2025, net loss attributable to common stockholders would have been $212,625 thousand instead of $215,004 thousand, improving basic and diluted loss per share from $(35.99) to $(35.59). For the three months ended March 31, 2026, the pro forma net loss attributable to common stockholders is $68,720 thousand versus $71,086 thousand, with loss per share improving from $(11.03) to $(10.67). The pro forma balance sheet as of March 31, 2026 reflects total assets of $2,574,453 thousand and indebtedness, net, of $2,261,454 thousand, and includes a preliminary non-recurring gain related to the disposition.

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Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Hyatt Long Island sale price $26.5 million Cash consideration for Hyatt Regency Long Island on July 31, 2026
Net cash consideration $26.2 million Cash consideration net of selling expenses for Hyatt Long Island
Mortgage repayment $25.7 million Cash paid to mortgage lender on loan secured by 15 hotels including Hyatt Long Island
Total assets (pro forma) $2,574,453 thousand Pro forma condensed consolidated balance sheet as of March 31, 2026
Indebtedness, net (pro forma) $2,261,454 thousand Pro forma indebtedness, net, as of March 31, 2026
2025 net loss to common (pro forma) $212,625 thousand Net loss attributable to common stockholders, year ended December 31, 2025
Q1 2026 net loss to common (pro forma) $68,720 thousand Net loss attributable to common stockholders, three months ended March 31, 2026
Hyatt Long Island room count 358 rooms Size of Hyatt Regency Long Island hotel property sold
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company..."
non-recurring gain financial
"results of operations, which contains a non-recurring gain associated with the disposition..."
redeemable noncontrolling interests in operating partnership financial
"Net (income) loss attributable to redeemable noncontrolling interests in operating partnership..."
VIEs financial
"Investments in hotel properties, gross ($82,787 attributable to VIEs)..."
A VIES (VAT Information Exchange System) check is an online tool used to verify whether a business’s VAT number is valid for cross-border trade within the European Union. For investors, it matters because a valid VAT status affects whether sales are taxed at source, influences cash flow and margins, and reduces the risk of regulatory penalties or unexpected tax liabilities—similar to confirming a contractor’s license before hiring them for a major job.
impairment charges financial
"Impairment charges | 67,648..."
Impairment charges are one-time accounting write-downs taken when a company decides an asset — like a factory, brand, patent, or investment — is worth less than it was recorded for. Like marking down the price of a damaged item on a store shelf, they reduce reported profits and the asset’s book value; investors watch them because they can signal lasting business problems or change future earnings and balance-sheet strength.

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FAQ

What property did Ashford Hospitality Trust (AHT) sell and for how much?

Ashford Hospitality Trust sold the 358-room Hyatt Regency Long Island in Hauppauge, New York for approximately $26.5 million in cash, subject to customary prorations and adjustments, with about $26.2 million received net of selling expenses.

How does the Hyatt Long Island sale affect Ashford Hospitality Trust (AHT)'s debt?

In connection with the sale, Ashford Hospitality Trust paid approximately $25.7 million to the mortgage lender. The repaid mortgage loan was secured by 15 hotels, including the Hyatt Regency Long Island, reducing debt tied to that hotel pool.

What pro forma impact did the sale have on AHT's 2025 net loss?

On a pro forma basis for 2025, net loss attributable to common stockholders improves to $212,625 thousand from $215,004 thousand. Basic and diluted loss per share would narrow from $(35.99) to $(35.59) after removing Hyatt Long Island.

How did the Hyatt Long Island sale affect AHT's Q1 2026 results?

For the three months ended March 31, 2026, pro forma net loss attributable to common stockholders is $68,720 thousand, versus historical $71,086 thousand. Basic and diluted loss per share improve from $(11.03) to $(10.67) after excluding Hyatt Long Island.

What pro forma financial statements does Ashford Hospitality Trust (AHT) provide for this sale?

Ashford Hospitality Trust provides unaudited pro forma condensed consolidated financials: a balance sheet as of March 31, 2026 and statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026, excluding Hyatt Long Island.

What are AHT's pro forma total assets and indebtedness after the Hyatt sale?

On the pro forma balance sheet as of March 31, 2026, Ashford Hospitality Trust reports total assets of $2,574,453 thousand and indebtedness, net, of $2,261,454 thousand, reflecting removal of the Hyatt Long Island property and related balances.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 31, 2026

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange
Preferred Stock Repurchase RightsNew York Stock Exchange



ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On July 31, 2026, HH FP Portfolio LLC, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hyatt Regency Long Island located in Hauppauge, New York pursuant to an Agreement of Purchase and Sale, dated as of April 8, 2026, as amended and reinstated, by and between HH FP Portfolio LLC, as seller, and ABGHLI2613 LLC and TIC Owner Hyatt LLC, collectively as purchaser, for approximately $26.5 million in cash, subject to customary pro-rations and adjustments.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(b)    The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)    Exhibits

Exhibit Number        Description

99.1    Unaudited Pro Forma Financial Information of Ashford Hospitality Trust, Inc.
101    Inline Interactive Data Files.
104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)



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 hereunto duly authorized.



ASHFORD HOSPITALITY TRUST, INC.
Dated: August 6, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On July 31, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 358-room Hyatt Regency Long Island located in Hauppauge, New York (“Hyatt Long Island”) for total consideration of approximately $26.2 million in cash, net of selling expenses. Additionally, the Company paid approximately $25.7 million to the mortgage lender. The mortgage loan is secured by 15 hotels including Hyatt Long Island.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Hyatt Long Island and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of Hyatt Long Island are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.



ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2026
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)
Hyatt Long Island (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $26,165 $— $2,591,757 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)(703)— (810,221)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 25,462 — 1,781,536 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 1,002 26,164 (C) (i)76,132 
(1,363)(C) (i)
(25,709)(C) (ii)
Restricted cash ($4,203 attributable to VIEs)141,203 — — 141,203 
Accounts receivable ($170 attributable to VIEs), net of allowance of $43543,426 1,641 — 41,785 
Inventories ($34 attributable to VIEs)3,106 60 — 3,046 
Notes receivable, net12,486 — — 12,486 
Investments in unconsolidated entities7,063 — — 7,063 
Deferred costs, net ($79 attributable to VIEs)1,210 31 — 1,179 
Derivative assets1,212 — — 1,212 
Operating lease right-of-use assets41,035 606 — 40,429 
Prepaid expenses and other assets ($153 attributable to VIEs)53,235 1,146 — 52,089 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 — — 55,779 
Total assets$2,605,309 $29,948 $(908)$2,574,453 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $25,709 $— $2,261,454 
Debt associated with hotels in receivership252,000 — — 252,000 
Finance lease liability17,417 — — 17,417 
Accounts payable and accrued expenses ($15,427 attributable to VIEs)140,837 4,199 — 136,638 
Accrued interest payable ($151 attributable to VIEs)31,787 163 — 31,624 
Accrued interest associated with hotels in receivership83,979 — — 83,979 
Dividends and distributions payable4,247 — — 4,247 
Due to Ashford Inc., net65,638 — — 65,638 
Due to related parties, net ($3,517 attributable to VIEs)12,319 850 — 11,469 
Due to third-party hotel managers1,306 — — 1,306 
Operating lease liabilities44,042 606 — 43,436 
Other liabilities ($28,919 attributable to VIEs)36,695 — — 

36,695 
Liabilities related to assets held for sale66,613 — — 66,613 
Total liabilities3,044,043 31,527 — 3,012,516 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership19,945 — — 19,945 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at March 31, 2026183,655 — — 183,655 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at March 31, 202618,591 — — 18,591 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at March 31, 20265,547 — — 5,547 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at March 31, 202613,831 — — 13,831 
Equity (deficit):
Preferred stock, $0.01 par value, 55,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,111,127 shares issued and outstanding at March 31, 202611 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at March 31, 202610 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at March 31, 202615 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at March 31, 202610 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at March 31, 202611 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at March 31, 202665 — — 65 
Additional paid-in capital2,402,044 (1,579)25,493 (C) (i)2,402,044 
(1,363)(C) (i)
(25,709)(C) (ii)
Accumulated deficit(3,097,325)— 671 (C) (i)(3,096,654)
Total stockholders’ equity (deficit) of the Company(695,159)(1,579)(908)(694,488)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)(1,579)(908)(679,632)
Total liabilities and equity/deficit$2,605,309 $29,948 $(908)$2,574,453 
See accompanying notes.
2


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q, filed on May 14, 2026.
(B)Represents the removal of the historical balance sheet of Hyatt Long Island as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Hyatt Long Island as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $26.2 million, net of selling expenses and cash of approximately $1.4 million paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Hyatt Long Island.
3


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)
Hyatt Long Island (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $14,316 $— $811,307 
Food and beverage207,588 6,168 — 201,420 
Other hotel revenue69,643 792 — 68,851 
Total hotel revenue1,102,854 21,276 — 1,081,578 
Other1,534 — — 1,534 
Total revenue1,104,388 21,276 — 1,083,112 
EXPENSES
Hotel operating expenses:
Rooms198,106 3,497 — 194,609 
Food and beverage139,828 3,842 — 135,986 
Other expenses392,070 8,544 — 383,526 
Management fees38,264 636 — 37,628 
Total hotel expenses768,268 16,519 — 751,749 
Property taxes, insurance and other59,793 1,718 — 58,075 
Depreciation and amortization141,295 1,703 — 139,592 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 19,940 — 1,086,886 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 671 (C) (i)80,470 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 1,336 671 115,750 
Equity in earnings (loss) of unconsolidated entities(325)— — (325)
Interest income4,739 — — 4,739 
Interest expense and amortization of discounts and loan costs(256,229)(2,999)— (253,230)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(80)— (8,773)
Gain (loss) on extinguishment of debt335 — — 335 
Realized and unrealized gain (loss) on derivatives(5,346)— — (5,346)
INCOME (LOSS) BEFORE INCOME TAXES(188,302)(1,743)671 (185,888)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(1,743)671 (185,745)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (35)(C) (iii)3,227 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(1,743)636 (177,460)
Preferred dividends(28,216)— — (28,216)
Deemed dividends on redeemable preferred stock(6,949)— — (6,949)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(215,004)$(1,743)$636 $(212,625)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(35.59)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(35.59)
Weighted average common shares outstanding—diluted5,974 5,974 
See accompanying notes.
4


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2026
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)
Hyatt Long Island (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $2,320 $— $197,705 
Food and beverage51,570 1,075 — 50,495 
Other hotel revenue15,983 208 — 15,775 
Total hotel revenue267,578 3,603 — 263,975 
Other154 — — 154 
Total revenue267,732 3,603 — 264,129 
EXPENSES
Hotel operating expenses:
Rooms46,190 774 — 45,416 
Food and beverage34,383 867 — 33,516 
Other expenses91,273 1,530 — 89,743 
Management fees9,284 108 — 9,176 
Total hotel expenses181,130 3,279 — 177,851 
Property taxes, insurance and other14,894 455 — 14,439 
Depreciation and amortization32,006 428 — 31,578 
Impairment charges112,649 1,233 — 111,416 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 5,395 — 356,909 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 (1,792)— 15,040 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(601)— (72,953)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)(19)— (1,235)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(2,412)— (62,293)
Income tax (expense) benefit(752)— (12)(C) (ii)(764)
NET INCOME (LOSS)(65,457)(2,412)(12)(63,057)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (34)(C) (iii)996 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(2,412)(46)(61,406)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(2,412)$(46)$(68,720)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(10.67)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(10.67)
Weighted average common shares outstanding—diluted6,442 6,442 
See accompanying notes.
5


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 14, 2026.
(B)Represents the removal of the historical consolidated statements of operations of Hyatt Long Island for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of Hyatt Long Island, which includes: (i) the estimated non-recurring gain on the disposition of Hyatt Long Island for the year ended December 31, 2025; (ii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Hyatt Long Island, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.43% for the three months ended March 31, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain resulting from the disposition of Hyatt Long Island is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

Filing Exhibits & Attachments

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