MARYLAND | 001-35972 | 46-2488594 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
14185 Dallas Parkway, Suite 1100 | ||
Dallas, Texas | 75254 | |
(Address of principal executive offices) | (Zip code) | |
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 | ||
99.1 |
BRAEMAR HOTELS & RESORTS INC. | ||
By: | /s/ Deric S. Eubanks | |
Deric S. Eubanks | ||
Chief Financial Officer | ||

Contact: | Deric Eubanks | Jordan Jennings | Joseph Calabrese |
Chief Financial Officer | Investor Relations | Financial Relations Board | |
(972) 490-9600 | (972) 778-9487 | (212) 827-3772 | |
• | Currently, the Company has temporarily suspended operations at 11 properties. The Company’s remaining 2 properties are operating at reduced levels. |
• | The Company worked proactively with its property managers to aggressively cut operating costs at its hotels ultimately resulting in an approximate 90% reduction in property-level staffing. |
• | The Company has significantly reduced its planned spend for capital expenditures for the year from a range of $45-$65 million to a range of $15-$25 million. |
• | The Company has suspended its common dividend conserving approximately $6 million per calendar quarter. |
• | The Company has completely drawn down its $75 million credit facility. |
• | The Company has taken proactive and aggressive actions to protect liquidity and reduce corporate expenses through compensation reductions and the curtailment of expenses resulting in an approximate 25% reduction in corporate G&A and reimbursable expenses. |
• | The Company estimates that its current monthly cash utilization at its hotels given their current state |
• | The Company ended the quarter with cash and cash equivalents of $142 million and restricted cash of $45 million. The vast majority of the restricted cash is comprised of lender and manager held reserves. The Company is currently working with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls. At the end of the quarter, there was also $17 million in due from third-party hotel managers, which is the Company’s cash held by one of its property managers which is also available to fund hotel operating costs. |
• | Beginning on April 1, 2020, the Company did not make principal or interest payments on nearly all of its hotel loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. The Company is actively working with its lenders to arrange mutually agreeable forbearance agreements to reduce its near-term cash utilization and improve liquidity. |
• | Net loss attributable to common stockholders for the quarter was $15.5 million or $0.48 per diluted share. |
• | Comparable RevPAR for all hotels decreased 14.8% to $206.90 during the quarter. |
• | Adjusted funds from operations (AFFO) was $0.12 per diluted share for the quarter. |
• | Adjusted EBITDAre was $18.5 million for the quarter. |
• | Capex invested during the quarter was $7.5 million. |
• | Comparable RevPAR decreased 14.8% to $206.90 for all hotels on a 7.6% increase in ADR and a 20.8% decrease in occupancy. |
March 31, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Investments in hotel properties, gross | $ | 1,794,504 | $ | 1,791,174 | |||
Accumulated depreciation | (325,322 | ) | (309,752 | ) | |||
Investments in hotel properties, net | 1,469,182 | 1,481,422 | |||||
Cash and cash equivalents | 141,793 | 71,995 | |||||
Restricted cash | 45,418 | 58,388 | |||||
Accounts receivable, net of allowance of $220 and $153, respectively | 13,834 | 19,053 | |||||
Inventories | 2,718 | 2,794 | |||||
Prepaid expenses | 6,603 | 4,992 | |||||
Investment in OpenKey | 1,885 | 1,899 | |||||
Derivative assets | 650 | 582 | |||||
Other assets | 15,446 | 13,018 | |||||
Operating lease right-of-use assets | 82,255 | 82,596 | |||||
Intangible assets, net | 4,924 | 5,019 | |||||
Due from related parties, net | 854 | 551 | |||||
Due from third-party hotel managers | 16,953 | 16,638 | |||||
Total assets | $ | 1,802,515 | $ | 1,758,947 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities: | |||||||
Indebtedness, net | $ | 1,134,488 | $ | 1,058,486 | |||
Accounts payable and accrued expenses | 87,440 | 94,919 | |||||
Dividends and distributions payable | 3,208 | 9,143 | |||||
Due to Ashford Inc., net | 3,248 | 4,344 | |||||
Due to third-party hotel managers | 1,663 | 1,685 | |||||
Operating lease liabilities | 61,064 | 61,118 | |||||
Other liabilities | 17,906 | 17,508 | |||||
Total liabilities | 1,309,017 | 1,247,203 | |||||
5.50% Series B Cumulative Convertible Preferred Stock, $0.01 par value, 5,031,473 and 5,008,421 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 107,352 | 106,920 | |||||
Redeemable noncontrolling interests in operating partnership | 36,786 | 41,570 | |||||
Equity: | |||||||
Preferred stock, $0.01 value, 80,000,000 shares authorized: | |||||||
Series D Cumulative Preferred Stock, 1,600,000 shares issued and outstanding at March 31, 2020 and December 31, 2019 | 16 | 16 | |||||
Common stock, $0.01 par value, 250,000,000 shares authorized, 33,510,912 and 32,885,217 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 335 | 329 | |||||
Additional paid-in capital | 524,341 | 519,551 | |||||
Accumulated deficit | (166,108 | ) | (150,629 | ) | |||
Total stockholders' equity of the Company | 358,584 | 369,267 | |||||
Noncontrolling interest in consolidated entities | (9,224 | ) | (6,013 | ) | |||
Total equity | 349,360 | 363,254 | |||||
Total liabilities and equity | $ | 1,802,515 | $ | 1,758,947 | |||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
REVENUE | |||||||
Rooms | $ | 70,468 | $ | 76,731 | |||
Food and beverage | 28,803 | 32,114 | |||||
Other | 18,249 | 19,663 | |||||
Total hotel revenue | 117,520 | 128,508 | |||||
Other | — | 5 | |||||
Total revenue | 117,520 | 128,513 | |||||
EXPENSES | |||||||
Hotel operating expenses: | |||||||
Rooms | 17,880 | 16,982 | |||||
Food and beverage | 23,901 | 22,210 | |||||
Other expenses | 42,090 | 38,895 | |||||
Management fees | 3,877 | 4,416 | |||||
Total hotel operating expenses | 87,748 | 82,503 | |||||
Property taxes, insurance and other | 7,660 | 7,460 | |||||
Depreciation and amortization | 18,338 | 16,686 | |||||
Advisory services fee: | |||||||
Base advisory fee | 2,621 | 2,660 | |||||
Reimbursable expenses | 544 | 580 | |||||
Incentive fee | — | 1,314 | |||||
Non-cash stock/unit-based compensation | 1,904 | 1,470 | |||||
Transaction costs | — | 634 | |||||
Corporate, general and administrative: | |||||||
Non-cash stock/unit-based compensation | 35 | 19 | |||||
Other general and administrative | 1,897 | 1,107 | |||||
Total operating expenses | 120,747 | 114,433 | |||||
OPERATING INCOME (LOSS) | (3,227 | ) | 14,080 | ||||
Equity in earnings (loss) of unconsolidated entity | (40 | ) | (50 | ) | |||
Interest income | 129 | 362 | |||||
Other income (expense) | (138 | ) | (117 | ) | |||
Interest expense | (10,826 | ) | (13,013 | ) | |||
Amortization of loan costs | (1,071 | ) | (1,180 | ) | |||
Write-off of loan costs and exit fees | — | (312 | ) | ||||
Unrealized gain (loss) on investments | — | 707 | |||||
Unrealized gain (loss) on derivatives | 1,156 | (872 | ) | ||||
INCOME (LOSS) BEFORE INCOME TAXES | (14,017 | ) | (395 | ) | |||
Income tax (expense) benefit | (1,370 | ) | (927 | ) | |||
NET INCOME (LOSS) | (15,387 | ) | (1,322 | ) | |||
(Income) loss attributable to noncontrolling interest in consolidated entities | 572 | (99 | ) | ||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,885 | 440 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (12,930 | ) | (981 | ) | |||
Preferred dividends | (2,555 | ) | (2,532 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (15,485 | ) | $ | (3,513 | ) | |
INCOME (LOSS) PER SHARE – BASIC AND DILUTED | |||||||
Basic: | |||||||
Net income (loss) attributable to common stockholders | $ | (0.48 | ) | $ | (0.11 | ) | |
Weighted average common shares outstanding – basic | 32,474 | 32,115 | |||||
Diluted: | |||||||
Net income (loss) attributable to common stockholders | $ | (0.48 | ) | $ | (0.11 | ) | |
Weighted average common shares outstanding – diluted | 32,474 | 32,115 | |||||
Dividends declared per common share: | $ | — | $ | 0.16 | |||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Net income (loss) | $ | (15,387 | ) | $ | (1,322 | ) | |
Interest expense and amortization of loan costs | 11,897 | 14,193 | |||||
Depreciation and amortization | 18,338 | 16,686 | |||||
Income tax expense (benefit) | 1,370 | 927 | |||||
Equity in (earnings) loss of unconsolidated entity | 40 | 50 | |||||
Company's portion of EBITDA of OpenKey | (39 | ) | (49 | ) | |||
EBITDA and EBITDAre | 16,219 | 30,485 | |||||
Amortization of favorable (unfavorable) contract assets (liabilities) | 207 | 119 | |||||
Transaction and conversion costs | 491 | 634 | |||||
Other (income) expense | 138 | 117 | |||||
Write-off of loan costs and exit fees | — | 312 | |||||
Unrealized (gain) loss on investments | — | (707 | ) | ||||
Unrealized (gain) loss on derivatives | (1,156 | ) | 872 | ||||
Non-cash stock/unit-based compensation | 1,985 | 1,528 | |||||
Legal, advisory and settlement costs | 613 | 71 | |||||
Advisory services incentive fee | — | 1,314 | |||||
Company's portion of adjustments to EBITDAre of OpenKey | 3 | 11 | |||||
Adjusted EBITDAre | $ | 18,500 | $ | 34,756 | |||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Net income (loss) | $ | (15,387 | ) | $ | (1,322 | ) | |
(Income) loss attributable to noncontrolling interest in consolidated entities | 572 | (99 | ) | ||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,885 | 440 | |||||
Preferred dividends | (2,555 | ) | (2,532 | ) | |||
Net income (loss) attributable to common stockholders | (15,485 | ) | (3,513 | ) | |||
Depreciation and amortization on real estate | 17,559 | 15,904 | |||||
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | (1,885 | ) | (440 | ) | |||
Equity in (earnings) loss of unconsolidated entity | 40 | 50 | |||||
Company's portion of FFO of OpenKey | (40 | ) | (51 | ) | |||
FFO available to common stockholders and OP unitholders | 189 | 11,950 | |||||
Series B Cumulative Convertible Preferred Stock dividends | 1,730 | 1,707 | |||||
Transaction and conversion costs | 491 | 634 | |||||
Other (income) expense | 138 | 117 | |||||
Interest expense accretion on refundable membership club deposits | 213 | 225 | |||||
Write-off of loan costs and exit fees | — | 312 | |||||
Amortization of loan costs | 1,053 | 1,155 | |||||
Unrealized (gain) loss on investments | — | (707 | ) | ||||
Unrealized (gain) loss on derivatives | (1,156 | ) | 872 | ||||
Non-cash stock/unit-based compensation | 1,985 | 1,528 | |||||
Legal, advisory and settlement costs | 613 | 71 | |||||
Advisory services incentive fee | — | 1,314 | |||||
Company's portion of adjustments to FFO of OpenKey | 3 | 11 | |||||
Adjusted FFO available to common stockholders and OP unitholders | $ | 5,259 | $ | 19,189 | |||
Adjusted FFO per diluted share available to common stockholders and OP unitholders | $ | 0.12 | $ | 0.44 | |||
Weighted average diluted shares | 43,751 | 43,474 | |||||
Lender | Hotels | Maturity | Interest Rate | Fixed-Rate Debt | Floating-Rate Debt | Total Debt | ||||||||||||
JPMorgan | Park Hyatt Beaver Creek | April 2020 | LIBOR + 2.75% | $ | — | $ | 67,500 | (1) | $ | 67,500 | ||||||||
BAML | See footnote | June 2020 | LIBOR + 2.16% | — | 435,000 | (2) | 435,000 | |||||||||||
Apollo | Ritz-Carlton, St. Thomas | August 2021 | LIBOR + 3.95% | — | 42,500 | (3) | 42,500 | |||||||||||
BAML | Hotel Yountville | May 2022 | LIBOR + 2.55% | — | 51,000 | 51,000 | ||||||||||||
BAML | Bardessono | August 2022 | LIBOR + 2.55% | — | 40,000 | 40,000 | ||||||||||||
BAML secured revolving credit facility | N/A | October 2022 | Base Rate(5) + 1.25% to 2.50% or LIBOR + 2.25% to 3.50% | — | 75,000 | (4) | 75,000 | |||||||||||
BAML | Ritz-Carlton, Sarasota | April 2023 | LIBOR + 2.65% | — | 100,000 | 100,000 | ||||||||||||
BAML | Ritz-Carlton, Lake Tahoe | January 2024 | LIBOR + 2.10% | — | 54,000 | 54,000 | ||||||||||||
Prudential | Capital Hilton and Hilton Torrey Pines | February 2024 | LIBOR + 1.70% | — | 195,000 | 195,000 | ||||||||||||
BAML | Pier House Resort | September 2024 | LIBOR + 1.85% | — | 80,000 | 80,000 | ||||||||||||
Total | $ | — | $ | 1,140,000 | $ | 1,140,000 | ||||||||||||
Percentage | — | % | 100.0 | % | 100.0 | % | ||||||||||||
Weighted average interest rate | — | % | 3.31 | % | 3.31 | % | ||||||||||||
(2) | This mortgage loan has five one-year extension options subject to satisfaction of certain conditions. This mortgage loan is secured by the Chicago Sofitel Magnificent Mile, San Francisco Courtyard Downtown, Seattle Marriott Waterfront and The Notary Hotel. |
(4) | This credit facility has two one-year extension options subject to advance notice, certain conditions and a 0.25% extension fee beginning October 2022. This secured revolving credit facility has a borrowing capacity of $75M. |
Lender | Hotels | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | Total | ||||||||||||||||||||||
JPMorgan | Park Hyatt Beaver Creek | $ | — | $ | — | $ | 67,500 | $ | — | $ | — | $ | — | $ | 67,500 | |||||||||||||||
BAML | Hotel Yountville | — | — | 51,000 | — | — | — | 51,000 | ||||||||||||||||||||||
BAML | Bardessono | — | — | 40,000 | — | — | — | 40,000 | ||||||||||||||||||||||
BAML | Ritz-Carlton, Sarasota | — | — | — | 98,000 | — | — | 98,000 | ||||||||||||||||||||||
BAML | Ritz-Carlton, Lake Tahoe | — | — | — | — | 54,000 | — | 54,000 | ||||||||||||||||||||||
Prudential | Capital Hilton and Hilton Torrey Pines | — | — | — | — | 195,000 | — | 195,000 | ||||||||||||||||||||||
Apollo | Ritz-Carlton, St. Thomas | — | — | — | — | 42,500 | — | 42,500 | ||||||||||||||||||||||
BAML | Pier House Resort | — | — | — | — | 80,000 | — | 80,000 | ||||||||||||||||||||||
BAML secured revolving credit facility | N/A | — | — | — | 75,000 | — | 75,000 | |||||||||||||||||||||||
BAML | See footnote 1 | — | — | — | — | — | 435,000 | 435,000 | ||||||||||||||||||||||
Principal due in future periods | $ | — | $ | — | $ | 158,500 | $ | 98,000 | $ | 446,500 | $ | 435,000 | $ | 1,138,000 | ||||||||||||||||
Scheduled amortization payments remaining | — | 500 | 1,000 | 500 | — | — | 2,000 | |||||||||||||||||||||||
Total indebtedness | $ | — | $ | 500 | $ | 159,500 | $ | 98,500 | $ | 446,500 | $ | 435,000 | $ | 1,140,000 | ||||||||||||||||
ALL HOTELS: | ||||||||||||||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||||||||||||||
Actual | Non-comparable Adjustments | Comparable | Actual | Non-comparable Adjustments | Comparable | Actual | Comparable | |||||||||||||||||||||||
2020 | 2020 | 2020 | 2019 | 2019 | 2019 | % Variance | % Variance | |||||||||||||||||||||||
Rooms revenue (in thousands) | $ | 69,876 | $ | — | $ | 69,876 | $ | 76,249 | $ | 1,719 | $ | 77,968 | (8.36 | )% | (10.38 | )% | ||||||||||||||
RevPAR | $ | 206.90 | $ | — | $ | 206.90 | $ | 239.17 | $ | 722.13 | $ | 242.75 | (13.49 | )% | (14.77 | )% | ||||||||||||||
Occupancy | 59.82 | % | — | % | 59.82 | % | 75.48 | % | 77.52 | % | 75.50 | % | (20.75 | )% | (20.77 | )% | ||||||||||||||
ADR | $ | 345.88 | $ | — | $ | 345.88 | $ | 316.86 | $ | 931.53 | $ | 321.54 | 9.16 | % | 7.57 | % | ||||||||||||||
(1) | The above comparable information assumes the thirteen hotel properties owned and included in the Company's operations at March 31, 2020, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotel properties acquired during the period offset by results from hotel properties sold during the period. |
(2) | All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. |
(3) | The above information does not include the operations of ten condominium units not owned by the Lake Tahoe Ritz-Carlton. |
ALL HOTELS: | Three Months Ended | ||||||||||
March 31, | |||||||||||
2020 | 2019 | % Variance | |||||||||
Total hotel revenue | $ | 116,731 | $ | 128,026 | (8.82 | )% | |||||
Non-comparable adjustments | — | 2,671 | |||||||||
Comparable total hotel revenue | $ | 116,731 | $ | 130,697 | (10.69 | )% | |||||
Hotel EBITDA | $ | 26,723 | $ | 39,689 | (32.67 | )% | |||||
Non-comparable adjustments | 138 | 594 | |||||||||
Comparable hotel EBITDA | $ | 26,861 | $ | 40,283 | (33.32 | )% | |||||
Hotel EBITDA margin | 22.89 | % | 31.00 | % | (8.11 | )% | |||||
Comparable hotel EBITDA margin | 23.01 | % | 30.82 | % | (7.81 | )% | |||||
Hotel EBITDA adjustments attributable to consolidated noncontrolling interests | $ | 957 | $ | 1,866 | (48.71 | )% | |||||
Hotel EBITDA attributable to the Company and OP unitholders | $ | 25,766 | $ | 37,823 | (31.88 | )% | |||||
Comparable hotel EBITDA attributable to the Company and OP unitholders | $ | 25,904 | $ | 38,417 | (32.57 | )% | |||||
(1) | The above comparable information assumes the thirteen hotel properties owned and included in the Company's operations at March 31, 2020, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotel properties acquired during the period offset by results from hotel properties sold during the period. |
(2) | All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. |
(3) | The above information does not include the operations of ten condominium units not owned by the Lake Tahoe Ritz-Carlton. |
(4) | See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA. |
Three Months Ended March 31, 2020 | |||||||||||
Hotel Total | Corporate / Allocated | Braemar Hotels & Resorts Inc. | |||||||||
Net income (loss) | $ | (2,046 | ) | $ | (13,341 | ) | $ | (15,387 | ) | ||
Interest income | (62 | ) | 62 | — | |||||||
Interest expense | 4,906 | 5,920 | 10,826 | ||||||||
Amortization of loan cost | 282 | 789 | 1,071 | ||||||||
Depreciation and amortization | 18,338 | — | 18,338 | ||||||||
Income tax expense (benefit) | 335 | 1,035 | 1,370 | ||||||||
Non-hotel EBITDA ownership expense | 4,970 | (4,970 | ) | — | |||||||
Hotel EBITDA including amounts attributable to noncontrolling interest | 26,723 | (10,505 | ) | 16,218 | |||||||
Less: EBITDA adjustments attributable to consolidated noncontrolling interest | (957 | ) | 957 | — | |||||||
Equity in earnings (loss) of unconsolidated entities | — | 40 | 40 | ||||||||
Company's portion of EBITDA of OpenKey | — | (39 | ) | (39 | ) | ||||||
Hotel EBITDA attributable to the Company and OP unitholders | $ | 25,766 | $ | (9,547 | ) | $ | 16,219 | ||||
Non-comparable adjustments | 138 | ||||||||||
Comparable hotel EBITDA | $ | 26,861 | |||||||||
(1) | The above comparable information assumes the thirteen hotel properties owned and included in the Company's operations at March 31, 2020, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotel properties acquired during the period offset by results from hotel properties sold during the period. |
Three Months Ended March 31, 2019 | |||||||||||
Hotel Total | Corporate / Allocated | Braemar Hotels & Resorts Inc. | |||||||||
Net income (loss) | $ | 16,470 | $ | (17,792 | ) | $ | (1,322 | ) | |||
Non-property adjustments | — | — | — | ||||||||
Interest income | (62 | ) | 62 | — | |||||||
Interest expense | 4,856 | 8,157 | 13,013 | ||||||||
Amortization of loan cost | 345 | 835 | 1,180 | ||||||||
Depreciation and amortization | 16,686 | — | 16,686 | ||||||||
Income tax expense (benefit) | 115 | 812 | 927 | ||||||||
Non-hotel EBITDA ownership expense | 1,279 | (1,279 | ) | — | |||||||
Hotel EBITDA including amounts attributable to noncontrolling interest | 39,689 | (9,205 | ) | 30,484 | |||||||
Less: EBITDA adjustments attributable to consolidated noncontrolling interest | (1,866 | ) | 1,866 | — | |||||||
Equity in earnings (loss) of unconsolidated entities | — | 50 | 50 | ||||||||
Company's portion of EBITDA of OpenKey | — | (49 | ) | (49 | ) | ||||||
Hotel EBITDA attributable to the Company and OP unitholders | $ | 37,823 | $ | (7,338 | ) | $ | 30,485 | ||||
Non-comparable adjustments | 594 | ||||||||||
Comparable hotel EBITDA | $ | 40,283 | |||||||||
(1) | The above comparable information assumes the thirteen hotel properties owned and included in the Company's operations at March 31, 2020, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotel properties acquired during the period offset by results from hotel properties sold during the period. |