bhr-20240717

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 17, 2024

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35972

46-2488594

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(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 14-a-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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on July 17, 2024, for the event dated July 17, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2024 and the year ended December 31, 2023, 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 Braemar Hotels & Resorts Inc.

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

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.


	BRAEMAR HOTELS & RESORTS INC.

Dated: July 19, 2024	By:	/s/ Deric S. Eubanks
		Deric S. Eubanks
		Chief Financial Officer

Document

EXHIBIT 99.1

On July 17, 2024, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the 390-room Hilton Torrey Pines located in La Jolla, California (“Hilton Torrey Pines”) for approximately $163.1 million in cash, net of selling expenses. Additionally, the Company repaid the $66.6 million mortgage loan secured by the hotel property. The Company owns an indirect 75% equity interest in the Hilton Torrey Pines.

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023, 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, 2024. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2023, and the three months ended March 31, 2024, assumes the disposition closed on January 1, 2023. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the Hilton Torrey Pines and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of the Hilton Torrey Pines is 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.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2024

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		Hilton Torrey Pines (B)		Adjustments			Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross	$	2,388,484	$	121,922	$	—		$	2,266,562

Accumulated depreciation	(512,215)		(55,869)		—			(456,346)
Investment in hotel properties, net	1,876,269		66,053		—			1,810,216
Cash and cash equivalents	137,051		4,196		163,050		(C) (i)	230,432
					1,327		(C) (i)
					(66,800)		(C) (ii)
Restricted cash	82,372		7,747		—			74,625

Accounts receivable, net of allowance	41,001		1,231		—			39,770
Inventories	4,681		60		—			4,621

Prepaid expenses	11,342		1,190		—			10,152
Investment in unconsolidated entity	1,625		—		—			1,625
Derivative assets	3,087		—		—			3,087
Operating lease right-of-use assets	78,117		43,626		—			34,491
Other assets	18,701		104		—			18,597
Intangible assets, net	3,409		—		—			3,409


Due from third-party hotel managers	23,777		—		—			23,777
Total assets	$	2,281,432	$	124,207	$	97,577		$	2,254,802
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	$	1,223,277	$	66,135	$	—		$	1,157,142

Accounts payable and accrued expenses	144,240		5,005		(200)		(C) (ii)	139,035
Dividends and distributions payable	9,253		—		—			9,253

Due to Ashford Inc.	3,728		—		—			3,728
Due to related parties, net	766		—		—			766
Due to third-party hotel managers	1,993		449		—			1,544
Operating lease liabilities	60,298		41,186		—			19,112

Other liabilities	22,895		—		—			22,895
Derivative liabilities	—		—		—			—
Total liabilities	1,466,450		112,775		(200)			1,353,475
5.50% Series B cumulative convertible preferred stock, $.01 par value, 3,078,017 shares issued and outstanding at March 31, 2024	65,426		—		—			65,426
Series E redeemable preferred stock, $0.01 par value, 16,162,834 shares issued and outstanding at March 31, 2024	375,261		—		—			375,261
Series M redeemable preferred stock, $0.01 par value, 1,747,771 shares issued and outstanding at March 31, 2024	43,694		—		—			43,694
Redeemable noncontrolling interests in operating partnership	33,005		—		—			33,005
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2024	16		—		—			16
Common stock, $0.01 par value, 250,000,000 shares authorized, 66,477,431 shares issued and outstanding at March 31, 2024	664		—		—			664
Additional paid-in capital	718,606		11,432		76,240		(C) (i)	718,606
					1,327		(C) (i)
					(66,135)		(C) (ii)


Accumulated deficit	(412,013)		—		65,107		(C) (i)	(347,255)
					(349)		(C) (ii)
Total stockholders’ equity of the Company	307,273		11,432		76,190			372,031
Noncontrolling interest in consolidated entities	(9,677)		—		21,703		(C) (i)	11,910
	—		—		(116)		(C) (ii)	—
Total equity	297,596		11,432		97,777			383,941
Total liabilities and equity	$	2,281,432	$	124,207	$	97,577		$	2,254,802

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2024, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed on May 9, 2024.

(B)Represents the removal of the historical balance sheet of the Hilton Torrey Pines as of March 31, 2024.

(C)Represents adjustments for Braemar’s disposition of the Hilton Torrey Pines as of March 31, 2024, which includes: (i) an adjustment for the cash consideration received of approximately $163.1 million, net of selling expenses and cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan secured by the Hilton Torrey Pines and accrued interest.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2023

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		Hilton Torrey Pines (B)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	464,899	$	28,736	$	—		$	436,163
Food and beverage	185,331		15,827		—			169,504
Other	89,113		6,152		—			82,961
Total hotel revenue	739,343		50,715		—			688,628


EXPENSES
Hotel operating expenses:
Rooms	105,439		5,277		—			100,162
Food and beverage	144,544		8,324		—			136,220
Other expenses	227,913		15,875		—			212,038
Management fees	23,261		1,523		—			21,738
Total hotel operating expenses	501,157		30,999		—			470,158
Property taxes, insurance and other	38,629		2,877		—			35,752
Depreciation and amortization	93,272		4,176					89,096

Advisory services fee	31,089		—		—			31,089


Corporate general and administrative	13,523		—		—			13,523
Total expenses	677,670		38,052		—			639,618
Gain (loss) on disposition of assets	—		—		86,810		(C) (i)	86,810
OPERATING INCOME (LOSS)	61,673		12,663		86,810			135,820
Equity in earnings (loss) of unconsolidated entity	(253)		—		—			(253)
Interest income	6,401		346		—			6,055
Other income (expense)	293		—		—			293
Interest expense and amortization of premiums and loan costs	(94,219)		(6,069)		—			(88,150)
Write-off of premiums, loan costs and exit fees	(3,489)		—		(465)		(C) (ii)	(3,954)
Gain (loss) on extinguishment of debt	2,318		—		—			2,318
Unrealized gain (loss) on derivatives	(663)		—		—			(663)
INCOME (LOSS) BEFORE INCOME TAXES	(27,939)		6,940		86,345			51,466
Income tax (expense) benefit	(2,689)		(174)		—			(2,515)
NET INCOME (LOSS)	(30,628)		6,766		86,345			48,951
(Income) loss from consolidated entities attributable to noncontrolling interests	(1,619)		—		(19,895)		(C) (iii)	(21,514)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	5,230		—		(3,957)		(C) (iv)	1,273
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(27,017)		6,766		62,493			28,710
Preferred dividends	(42,304)		—		—			(42,304)
Deemed dividends on preferred stock	(4,719)		—		—			(4,719)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS	$	(74,040)	$	6,766	$	62,493		$	(18,313)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(1.13)						$	(0.28)
Weighted average common shares outstanding—basic	65,989							65,989
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(1.13)						$	(0.28)
Weighted average common shares outstanding—diluted	65,989							65,989

See accompanying notes.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2024

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		Hilton Torrey Pines (B)		Adjustments			Braemar Consolidated Pro Forma
Revenue
Rooms	$	138,552	$	6,295	$	—		$	132,257
Food and beverage	53,547		4,066		—			49,481
Other	26,980		1,379		—			25,601
Total hotel revenue	219,079		11,740		—			207,339


Expenses
Hotel operating expenses:
Rooms	28,264		1,285		—			26,979
Food and beverage	40,717		2,137		—			38,580
Other expenses	60,076		3,419		—			56,657
Management fees	6,976		352		—			6,624
Total hotel operating expenses	136,033		7,193		—			128,840
Property taxes, insurance and other	10,685		789		—			9,896
Depreciation and amortization	25,420		1,090		—			24,330

Advisory services fee	6,700		—		—			6,700


Corporate general and administrative	(2,226)		—		—			(2,226)
Total operating expenses	176,612		9,072		—			167,540
Operating income (loss)	42,467		2,668		—			39,799
Equity in earnings (loss) of unconsolidated entity	(49)		—		—			(49)
Interest income	796		99		—			697

Interest expense and amortization of loan costs	(26,491)		(1,692)		—			(24,799)
Write-off of premiums, loan costs and exit fees	(721)		—		—			(721)
Unrealized gain (loss) on derivatives	932		—		—			932
Income (loss) before income taxes	16,934		1,075		—			15,859
Income tax (expense) benefit	(1,452)		(64)		—			(1,388)
Net income (loss)	15,482		1,011		—			14,471
(Income) loss from consolidated entities attributable to noncontrolling interests	743		—		253		(C) (iii)	996
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(296)		—		59		(C) (iv)	(237)
Net income (loss) attributable to the Company	15,929		1,011		312			15,230
Preferred dividends	(10,407)		—		—			(10,407)
Deemed dividend on preferred stock	(1,998)		—		—			(1,998)
Net income (loss) available to common stockholders	$	3,524	$	1,011	$	312		$	2,825
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	0.05						$	0.04
Weighted average common shares outstanding—basic	66,455							66,455
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders	$	0.05						$	0.04
Weighted average common shares outstanding—diluted	268,516							72,357

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2023, as reported in its Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024 and the historical consolidated statement of operations of Braemar for the three months ended March 31, 2024, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed on May 9, 2024.

(B)Represents the removal of the historical consolidated statements of operations of the Hilton Torrey Pines for the year ended December 31, 2023 and the three months ended March 31, 2024.

(C)Represents adjustments for the Company’s sale of the Hilton Torrey Pines, which includes: (i) the estimated non-recurring gain on the disposition of the Hilton Torrey Pines for the year ended December 31, 2023; (ii) an adjustment for the write-off of deferred loan costs; (iii) the (income) loss allocated to noncontrolling interest in consolidated entities related to the disposition of the Hilton Torrey Pines, including the estimated non-recurring gain for the year ended December 31, 2023, based on an ownership percentage of 25% for both the year ended December 31, 2023, and the three months ended March 31, 2024; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Hilton Torrey Pines, including the estimated non-recurring gain for the year ended December 31, 2023, based on an ownership percentage of 6.63% for the year ended December 31, 2023, and 7.75% for the three months ended March 31, 2024. There is no additional estimated tax effect associated with the hotel no longer being part of the consolidated group for the year ended December 31, 2023, and the three months ended March 31, 2024. The pro forma gain and the related tax effects, resulting from the disposition of the Hilton Torrey Pines are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.