8-K/A
Braemar Hotels & Resorts Inc. (BHR)
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)
| Hilton Torrey Pines (B) | Adjustments | Braemar<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Investment in hotel properties, gross | 2,388,484 | $ | 121,922 | $ | — | $ | 2,266,562 | |
| Accumulated depreciation | (55,869) | — | (456,346) | |||||
| Investment in hotel properties, net | 66,053 | — | 1,810,216 | |||||
| Cash and cash equivalents | 4,196 | 163,050 | (C) (i) | 230,432 | ||||
| 1,327 | (C) (i) | |||||||
| (66,800) | (C) (ii) | |||||||
| Restricted cash | 7,747 | — | 74,625 | |||||
| Accounts receivable, net of allowance | 1,231 | — | 39,770 | |||||
| Inventories | 60 | — | 4,621 | |||||
| Prepaid expenses | 1,190 | — | 10,152 | |||||
| Investment in unconsolidated entity | — | — | 1,625 | |||||
| Derivative assets | — | — | 3,087 | |||||
| Operating lease right-of-use assets | 43,626 | — | 34,491 | |||||
| Other assets | 104 | — | 18,597 | |||||
| Intangible assets, net | — | — | 3,409 | |||||
| Due from third-party hotel managers | — | — | 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 | 5,005 | (200) | (C) (ii) | 139,035 | ||||
| Dividends and distributions payable | — | — | 9,253 | |||||
| Due to Ashford Inc. | — | — | 3,728 | |||||
| Due to related parties, net | — | — | 766 | |||||
| Due to third-party hotel managers | 449 | — | 1,544 | |||||
| Operating lease liabilities | 41,186 | — | 19,112 | |||||
| Other liabilities | — | — | 22,895 | |||||
| Derivative liabilities | — | — | — | |||||
| Total liabilities | 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 | |||||
| Series E redeemable preferred stock, 0.01 par value, 16,162,834 shares issued and outstanding at March 31, 2024 | — | — | 375,261 | |||||
| Series M redeemable preferred stock, 0.01 par value, 1,747,771 shares issued and outstanding at March 31, 2024 | — | — | 43,694 | |||||
| Redeemable noncontrolling interests in operating partnership | — | — | 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 | |||||
| Common stock, 0.01 par value, 250,000,000 shares authorized, 66,477,431 shares issued and outstanding at March 31, 2024 | — | — | 664 | |||||
| Additional paid-in capital | 11,432 | 76,240 | (C) (i) | 718,606 | ||||
| 1,327 | (C) (i) | |||||||
| (66,135) | (C) (ii) | |||||||
| Accumulated deficit | — | 65,107 | (C) (i) | (347,255) | ||||
| (349) | (C) (ii) | |||||||
| Total stockholders’ equity of the Company | 11,432 | 76,190 | 372,031 | |||||
| Noncontrolling interest in consolidated entities | — | 21,703 | (C) (i) | 11,910 | ||||
| — | (116) | (C) (ii) | — | |||||
| Total equity | 11,432 | 97,777 | 383,941 | |||||
| Total liabilities and equity | 2,281,432 | $ | 124,207 | $ | 97,577 | $ | 2,254,802 |
All values are in US Dollars.
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<br>Consolidated<br>Historical (A) | Hilton Torrey Pines (B) | Adjustments | Braemar<br>Consolidated<br>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<br>Consolidated<br>Historical (A) | Hilton Torrey Pines (B) | Adjustments | Braemar<br>Consolidated<br>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.
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