þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
46-2488594
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS employer identification number)
|
|
|
|
14185 Dallas Parkway, Suite 1100
|
|
|
Dallas, Texas
|
|
75254
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
þ
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
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
|
Common Stock, $0.01 par value per share
|
|
33,534,996
|
(Class)
|
|
Outstanding at May 22, 2020
|
|
|
|
|
|
|
|
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 unconsolidated entity
|
1,885
|
|
|
1,899
|
|
||
Derivative assets
|
650
|
|
|
582
|
|
||
Operating lease right-of-use assets
|
82,255
|
|
|
82,596
|
|
||
Other assets
|
15,446
|
|
|
13,018
|
|
||
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.
|
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
|
|
||
Commitments and contingencies (note 15)
|
|
|
|
||||
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
|
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
|
5,069
|
|
|
6,024
|
|
||
Transaction costs
|
—
|
|
|
634
|
|
||
Corporate general and administrative
|
1,932
|
|
|
1,126
|
|
||
Total 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 and amortization of loan costs
|
(11,897
|
)
|
|
(14,193
|
)
|
||
Write-off of loan costs and exit fees
|
—
|
|
|
(312
|
)
|
||
Unrealized gain (loss) on investment in Ashford Inc.
|
—
|
|
|
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:
|
|
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(0.48
|
)
|
|
$
|
(0.11
|
)
|
Weighted average common shares outstanding – basic
|
32,474
|
|
|
32,115
|
|
||
INCOME (LOSS) PER SHARE - DILUTED:
|
|
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(0.48
|
)
|
|
$
|
(0.11
|
)
|
Weighted average common shares outstanding – diluted
|
32,474
|
|
|
32,115
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
NET INCOME (LOSS)
|
$
|
(15,387
|
)
|
|
$
|
(1,322
|
)
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
||||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
TOTAL COMPREHENSIVE INCOME (LOSS)
|
(15,387
|
)
|
|
(1,322
|
)
|
||
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities
|
572
|
|
|
(99
|
)
|
||
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership
|
1,885
|
|
|
440
|
|
||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
$
|
(12,930
|
)
|
|
$
|
(981
|
)
|
|
8.25% Series D Cumulative Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Noncontrolling Interest in Consolidated Entities
|
|
Total
|
|
5.50% Series B Cumulative Convertible
Preferred Stock
|
|
Redeemable Noncontrolling Interests in Operating Partnership
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance at December 31, 2019
|
1,600
|
|
|
$
|
16
|
|
|
32,885
|
|
|
$
|
329
|
|
|
$
|
519,551
|
|
|
$
|
(150,629
|
)
|
|
$
|
(6,013
|
)
|
|
$
|
363,254
|
|
|
5,008
|
|
|
$
|
106,920
|
|
|
$
|
41,570
|
|
Purchase of common stock
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,424
|
|
|
—
|
|
|
—
|
|
|
1,424
|
|
|
—
|
|
|
—
|
|
|
561
|
|
||||||||
Issuance of restricted shares/units
|
—
|
|
|
—
|
|
|
311
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forfeiture of restricted common shares
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
432
|
|
|
—
|
|
||||||||
Dividends declared – preferred stock - Series B ($0.34/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
|
(1,730
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared – preferred stock - Series D ($0.52/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,639
|
)
|
|
(2,639
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Redemption/conversion of operating partnership units
|
—
|
|
|
—
|
|
|
339
|
|
|
3
|
|
|
3,451
|
|
|
—
|
|
|
—
|
|
|
3,454
|
|
|
—
|
|
|
—
|
|
|
(3,454
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,930
|
)
|
|
(572
|
)
|
|
(13,502
|
)
|
|
—
|
|
|
—
|
|
|
(1,885
|
)
|
||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||||
Balance at March 31, 2020
|
1,600
|
|
|
$
|
16
|
|
|
33,511
|
|
|
$
|
335
|
|
|
$
|
524,341
|
|
|
$
|
(166,108
|
)
|
|
$
|
(9,224
|
)
|
|
$
|
349,360
|
|
|
5,031
|
|
|
$
|
107,352
|
|
|
$
|
36,786
|
|
|
8.25% Series D Cumulative Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Deficit
|
|
Noncontrolling Interest in Consolidated Entities
|
|
Total
|
|
5.50% Series B Cumulative Convertible
Preferred Stock |
|
Redeemable Noncontrolling Interests in Operating Partnership
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance at December 31, 2018
|
1,600
|
|
|
$
|
16
|
|
|
32,512
|
|
|
$
|
325
|
|
|
$
|
512,545
|
|
|
$
|
(115,410
|
)
|
|
$
|
(5,391
|
)
|
|
$
|
392,085
|
|
|
4,966
|
|
|
$
|
106,123
|
|
|
$
|
44,885
|
|
Impact of adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Purchase of common stock
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
978
|
|
|
—
|
|
|
—
|
|
|
978
|
|
|
—
|
|
|
—
|
|
|
550
|
|
||||||||
Preferred stock offering costs
|
|
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Issuance of restricted shares/units
|
—
|
|
|
—
|
|
|
237
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
Forfeiture of restricted common shares
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared – common stock ($0.16/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,329
|
)
|
|
—
|
|
|
(5,329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared – preferred stock - Series B ($0.34/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,707
|
)
|
|
—
|
|
|
(1,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared – preferred stock - Series D ($0.52/share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(778
|
)
|
||||||||
Redemption/conversion of operating partnership units
|
—
|
|
|
—
|
|
|
110
|
|
|
1
|
|
|
1,433
|
|
|
(285
|
)
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
—
|
|
|
(1,149
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(981
|
)
|
|
99
|
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,935
|
)
|
|
—
|
|
|
(7,935
|
)
|
|
—
|
|
|
—
|
|
|
7,935
|
|
||||||||
Balance at March 31, 2019
|
1,600
|
|
|
$
|
16
|
|
|
32,841
|
|
|
$
|
328
|
|
|
$
|
514,739
|
|
|
$
|
(132,575
|
)
|
|
$
|
(5,292
|
)
|
|
$
|
377,216
|
|
|
4,966
|
|
|
$
|
106,123
|
|
|
$
|
51,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
(15,387
|
)
|
|
$
|
(1,322
|
)
|
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,338
|
|
|
16,686
|
|
||
Equity-based compensation
|
1,985
|
|
|
1,528
|
|
||
Bad debt expense
|
269
|
|
|
87
|
|
||
Amortization of loan costs
|
1,071
|
|
|
1,180
|
|
||
Write-off of loan costs and exit fees
|
—
|
|
|
312
|
|
||
Amortization of intangibles
|
207
|
|
|
119
|
|
||
Amortization of non-refundable membership initiation fees
|
(82
|
)
|
|
(27
|
)
|
||
Interest expense accretion on refundable membership club deposits
|
213
|
|
|
225
|
|
||
Unrealized (gain) loss on investment in Ashford Inc.
|
—
|
|
|
(707
|
)
|
||
Realized and unrealized (gain) loss on derivatives
|
(1,081
|
)
|
|
937
|
|
||
Net settlement of trading derivatives
|
1,330
|
|
|
(925
|
)
|
||
Equity in (earnings) loss of unconsolidated entity
|
40
|
|
|
50
|
|
||
Deferred income tax expense (benefit)
|
(5
|
)
|
|
179
|
|
||
Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable and inventories
|
4,003
|
|
|
(9,354
|
)
|
||
Prepaid expenses and other assets
|
(2,719
|
)
|
|
(1,536
|
)
|
||
Accounts payable and accrued expenses
|
(8,315
|
)
|
|
(49
|
)
|
||
Operating lease right-of-use assets
|
134
|
|
|
115
|
|
||
Due to/from related parties, net
|
(303
|
)
|
|
(493
|
)
|
||
Due to/from third-party hotel managers
|
(337
|
)
|
|
(2,518
|
)
|
||
Due to/from Ashford Inc.
|
(439
|
)
|
|
1,113
|
|
||
Operating lease liabilities
|
(54
|
)
|
|
(30
|
)
|
||
Other liabilities
|
267
|
|
|
(6,186
|
)
|
||
Net cash provided by (used in) operating activities
|
(865
|
)
|
|
(616
|
)
|
||
|
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from property insurance
|
948
|
|
|
—
|
|
||
Acquisition of hotel properties, net of cash and restricted cash acquired
|
—
|
|
|
(112,095
|
)
|
||
Investment in unconsolidated entity
|
(26
|
)
|
|
(156
|
)
|
||
Improvements and additions to hotel properties
|
(7,509
|
)
|
|
(36,644
|
)
|
||
Net cash provided by (used in) investing activities
|
(6,587
|
)
|
|
(148,895
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on indebtedness
|
75,000
|
|
|
249,000
|
|
||
Repayments of indebtedness
|
—
|
|
|
(187,086
|
)
|
||
Payments of loan costs and exit fees
|
—
|
|
|
(2,441
|
)
|
||
Payments for derivatives
|
(37
|
)
|
|
(55
|
)
|
||
Purchase of common stock
|
(28
|
)
|
|
(202
|
)
|
||
Payments for dividends and distributions
|
(8,490
|
)
|
|
(7,979
|
)
|
||
Proceeds from issuance of preferred stock
|
474
|
|
|
—
|
|
||
Preferred stock offering costs
|
—
|
|
|
(110
|
)
|
||
Distributions to noncontrolling interest in consolidated entities
|
(2,639
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
7
|
|
||
Net cash provided by (used in) financing activities
|
64,280
|
|
|
51,134
|
|
||
Net change in cash, cash equivalents and restricted cash
|
56,828
|
|
|
(98,377
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
130,383
|
|
|
258,488
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
187,211
|
|
|
$
|
160,111
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Interest paid
|
$
|
10,601
|
|
|
$
|
12,363
|
|
Income taxes paid (refunded)
|
690
|
|
|
(1,224
|
)
|
||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Common stock purchases accrued but not paid
|
$
|
82
|
|
|
$
|
—
|
|
Dividends and distributions declared but not paid
|
3,208
|
|
|
9,174
|
|
||
Capital expenditures accrued but not paid
|
17,040
|
|
|
14,891
|
|
||
Accrued but unpaid financing costs
|
1,364
|
|
|
—
|
|
||
Accrued preferred stock offering expenses
|
25
|
|
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
$
|
71,995
|
|
|
$
|
182,578
|
|
Restricted cash at beginning of period
|
58,388
|
|
|
75,910
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
130,383
|
|
|
$
|
258,488
|
|
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
141,793
|
|
|
$
|
73,802
|
|
Restricted cash at end of period
|
45,418
|
|
|
86,309
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
187,211
|
|
|
$
|
160,111
|
|
•
|
historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020; and
|
•
|
on January 15, 2019, we acquired the Ritz-Carlton, Lake Tahoe. The operating results of the hotel property have been included in the results of operations as of its acquisition date.
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||
Primary Geographical Market
|
|
Number of Hotels
|
|
Rooms
|
|
Food and Beverage
|
|
Other Hotel
|
|
Other
|
|
Total
|
||||||||||
California
|
|
5
|
|
$
|
23,987
|
|
|
$
|
7,771
|
|
|
$
|
4,418
|
|
|
$
|
—
|
|
|
$
|
36,176
|
|
Colorado
|
|
1
|
|
8,151
|
|
|
4,255
|
|
|
2,905
|
|
|
—
|
|
|
15,311
|
|
|||||
Florida
|
|
2
|
|
13,989
|
|
|
7,743
|
|
|
4,694
|
|
|
—
|
|
|
26,426
|
|
|||||
Illinois
|
|
1
|
|
2,621
|
|
|
852
|
|
|
296
|
|
|
—
|
|
|
3,769
|
|
|||||
Pennsylvania
|
|
1
|
|
4,466
|
|
|
1,206
|
|
|
236
|
|
|
—
|
|
|
5,908
|
|
|||||
Washington
|
|
1
|
|
3,698
|
|
|
791
|
|
|
358
|
|
|
—
|
|
|
4,847
|
|
|||||
Washington, D.C.
|
|
1
|
|
6,535
|
|
|
3,491
|
|
|
506
|
|
|
—
|
|
|
10,532
|
|
|||||
USVI
|
|
1
|
|
7,021
|
|
|
2,694
|
|
|
4,836
|
|
|
—
|
|
|
14,551
|
|
|||||
Total
|
|
13
|
|
$
|
70,468
|
|
|
$
|
28,803
|
|
|
$
|
18,249
|
|
|
$
|
—
|
|
|
$
|
117,520
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||
Primary Geographical Market
|
|
Number of Hotels
|
|
Rooms
|
|
Food and Beverage
|
|
Other Hotel
|
|
Other
|
|
Total
|
||||||||||
California
|
|
5
|
|
$
|
29,914
|
|
|
$
|
10,165
|
|
|
$
|
3,926
|
|
|
$
|
—
|
|
|
$
|
44,005
|
|
Colorado
|
|
1
|
|
9,597
|
|
|
4,836
|
|
|
3,666
|
|
|
—
|
|
|
18,099
|
|
|||||
Florida
|
|
2
|
|
14,996
|
|
|
8,096
|
|
|
4,822
|
|
|
—
|
|
|
27,914
|
|
|||||
Illinois
|
|
1
|
|
3,323
|
|
|
1,138
|
|
|
296
|
|
|
—
|
|
|
4,757
|
|
|||||
Pennsylvania
|
|
1
|
|
4,237
|
|
|
808
|
|
|
229
|
|
|
—
|
|
|
5,274
|
|
|||||
Washington
|
|
1
|
|
5,116
|
|
|
1,814
|
|
|
383
|
|
|
—
|
|
|
7,313
|
|
|||||
Washington, D.C.
|
|
1
|
|
8,708
|
|
|
4,561
|
|
|
382
|
|
|
—
|
|
|
13,651
|
|
|||||
USVI
|
|
1
|
|
840
|
|
|
696
|
|
|
5,959
|
|
|
—
|
|
|
7,495
|
|
|||||
Corporate entities
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Total
|
|
13
|
|
$
|
76,731
|
|
|
$
|
32,114
|
|
|
$
|
19,663
|
|
|
$
|
5
|
|
|
$
|
128,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Land
|
$
|
455,298
|
|
|
$
|
455,298
|
|
Buildings and improvements
|
1,185,545
|
|
|
1,173,151
|
|
||
Furniture, fixtures and equipment
|
132,946
|
|
|
129,595
|
|
||
Construction in progress
|
20,715
|
|
|
33,130
|
|
||
Total cost
|
1,794,504
|
|
|
1,791,174
|
|
||
Accumulated depreciation
|
(325,322
|
)
|
|
(309,752
|
)
|
||
Investments in hotel properties, net
|
$
|
1,469,182
|
|
|
$
|
1,481,422
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Carrying value of the investment in OpenKey (in thousands)
|
$
|
1,885
|
|
|
$
|
1,899
|
|
Ownership interest in OpenKey
|
8.6
|
%
|
|
8.6
|
%
|
|
|
Three Months Ended March 31,
|
||||||
Line Item
|
|
2020
|
|
2019
|
||||
Equity in earnings (loss) of unconsolidated entity
|
|
$
|
(40
|
)
|
|
$
|
(50
|
)
|
Indebtedness
|
|
Collateral
|
|
Maturity
|
|
Interest Rate
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Secured revolving credit facility (3)
|
|
Equity
|
|
October 2022
|
|
Base Rate (2) + 1.25% to 2.50% or LIBOR (1) + 2.25% to 3.50%
|
|
$
|
75,000
|
|
|
$
|
—
|
|
Mortgage loan (4)
|
|
Park Hyatt Beaver Creek
|
|
April 2020
|
|
LIBOR (1) + 2.75%
|
|
67,500
|
|
|
67,500
|
|
||
Mortgage loan (5)
|
|
The Notary Hotel
|
|
June 2020
|
|
LIBOR (1) + 2.16%
|
|
435,000
|
|
|
435,000
|
|
||
|
|
Courtyard San Francisco Downtown
|
|
|
|
|
|
|
|
|
||||
|
|
Sofitel Chicago Magnificent Mile
|
|
|
|
|
|
|
|
|
||||
|
|
Marriott Seattle Waterfront
|
|
|
|
|
|
|
|
|
||||
Mortgage loan (6)
|
|
Ritz-Carlton, St. Thomas
|
|
August 2021
|
|
LIBOR (1) + 3.95%
|
|
42,500
|
|
|
42,500
|
|
||
Mortgage loan
|
|
Hotel Yountville
|
|
May 2022
|
|
LIBOR (1) + 2.55%
|
|
51,000
|
|
|
51,000
|
|
||
Mortgage loan
|
|
Bardessono Hotel
|
|
August 2022
|
|
LIBOR (1) + 2.55%
|
|
40,000
|
|
|
40,000
|
|
||
Mortgage loan
|
|
Ritz-Carlton, Sarasota
|
|
April 2023
|
|
LIBOR (1) + 2.65%
|
|
100,000
|
|
|
100,000
|
|
||
Mortgage loan
|
|
Ritz-Carlton, Lake Tahoe
|
|
January 2024
|
|
LIBOR(1) + 2.10%
|
|
54,000
|
|
|
54,000
|
|
||
Mortgage loan
|
|
Capital Hilton
|
|
February 2024
|
|
LIBOR (1) + 1.70%
|
|
195,000
|
|
|
195,000
|
|
||
|
|
Hilton La Jolla Torrey Pines
|
|
|
|
|
|
|
|
|
||||
Mortgage loan
|
|
Pier House Resort
|
|
September 2024
|
|
LIBOR (1) + 1.85%
|
|
80,000
|
|
|
80,000
|
|
||
|
|
|
|
|
|
|
|
1,140,000
|
|
|
1,065,000
|
|
||
Deferred loan costs, net
|
|
|
|
|
|
|
|
(5,512
|
)
|
|
(6,514
|
)
|
||
Indebtedness, net
|
|
|
|
|
|
|
|
$
|
1,134,488
|
|
|
$
|
1,058,486
|
|
(1)
|
LIBOR rates were 0.993% and 1.763% at March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
Base Rate, as defined in the secured revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate + 0.5%, or (iii) LIBOR + 1.0%.
|
(3)
|
On March 10, 2020 and March 13, 2020, we drew $25.0 million and $50.0 million, respectively, on our secured revolving credit facility with a borrowing capacity of $75.0 million and there is no additional capacity remaining. The secured revolving credit facility has two one-year extension options, subject to the satisfaction of certain conditions.
|
(4)
|
This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in April 2020.
|
(5)
|
This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions.
|
(6)
|
The interest rate spread on this mortgage loan changed from 4.95% as of December 31, 2019, to 3.95% as of March 31, 2020, based on an appraisal received in accordance with the August 5, 2019 loan amendment.
|
|
Three Months Ended March 31,
|
||||||
Interest rate caps:
|
2020
|
|
2019
|
||||
Notional amount (in thousands)
|
$
|
167,500
|
|
|
$
|
177,500
|
|
Strike rate low end of range
|
3.00
|
%
|
|
3.00
|
%
|
||
Strike rate high end of range
|
3.50
|
%
|
|
7.80
|
%
|
||
Effective date range
|
March 2020
|
|
|
January 2019 - March 2019
|
|
||
Termination date range
|
April 2021
|
|
|
March 2020 - February 2021
|
|
||
Total cost of interest rate caps (in thousands)
|
$
|
38
|
|
|
$
|
55
|
|
|
|
|
|
||||
Interest rate floors:
|
|
|
|
||||
Notional amount (in thousands)
|
$
|
—
|
|
|
$
|
2,000,000
|
|
Strike rate
|
|
|
|
1.63
|
%
|
||
Effective date
|
|
|
January 2019
|
|
|||
Termination date
|
|
|
March 2020
|
|
|||
Total cost of interest rate floors (in thousands)
|
$
|
—
|
|
|
$
|
75
|
|
Interest rate caps: (1)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Notional amount (in thousands)
|
$
|
1,037,500
|
|
|
$
|
968,000
|
|
Strike rate low end of range
|
3.00
|
%
|
|
3.00
|
%
|
||
Strike rate high end of range
|
4.00
|
%
|
|
7.80
|
%
|
||
Termination date range
|
April 2020 - October 2021
|
|
|
January 2020 - October 2021
|
|
||
Aggregate principal balance on corresponding mortgage loans (in thousands)
|
$
|
870,000
|
|
|
$
|
870,000
|
|
|
|
|
|
||||
Interest rate floors: (1) (2)
|
|
|
|
||||
Notional amount (in thousands)
|
$
|
3,000,000
|
|
|
$
|
5,000,000
|
|
Strike rate low end of range
|
(0.25
|
)%
|
|
(0.25
|
)%
|
||
Strike rate high end of range
|
(0.25
|
)%
|
|
1.63
|
%
|
||
Termination date range
|
July 2020
|
|
|
March 2020 - July 2020
|
|
(1)
|
No instruments were designated as cash flow hedges.
|
(2)
|
Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral.
|
•
|
Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.
|
•
|
Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
|
•
|
Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.
|
|
Quoted Market Prices (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Counterparty and Cash Collateral Netting(1)
|
|
Total
|
|
||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate derivatives - caps
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
Credit default swaps
|
—
|
|
|
831
|
|
|
—
|
|
|
(200
|
)
|
|
631
|
|
|
|||||
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
(200
|
)
|
|
$
|
650
|
|
(2)
|
|
Quoted Market Prices (Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Counterparty and Cash Collateral Netting(1)
|
|
Total
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate derivatives - floors
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
53
|
|
|
Interest rate derivatives - caps
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|||||
Credit default swaps
|
—
|
|
|
(550
|
)
|
|
—
|
|
|
1,078
|
|
|
528
|
|
|
|||||
|
$
|
—
|
|
|
$
|
(548
|
)
|
|
$
|
—
|
|
|
$
|
1,130
|
|
|
$
|
582
|
|
(2)
|
(1)
|
Represents net cash collateral posted between us and our counterparties.
|
(2)
|
Reported as “derivative assets” in our condensed consolidated balance sheets.
|
|
Gain (Loss) Recognized in Income
|
|
||||||
|
Three Months Ended March 31,
|
|
||||||
|
2020
|
|
2019
|
|
||||
Assets
|
|
|
|
|
||||
Derivative assets:
|
|
|
|
|
||||
Interest rate derivatives - floors
|
$
|
—
|
|
|
$
|
(68
|
)
|
|
Interest rate derivatives - caps
|
(19
|
)
|
|
(71
|
)
|
|
||
Credit default swaps
|
1,100
|
|
(1)
|
(798
|
)
|
(1)
|
||
Total derivative assets
|
$
|
1,081
|
|
|
$
|
(937
|
)
|
|
|
|
|
|
|
|
|
||
Non-derivative assets:
|
|
|
|
|
||||
Investment in Ashford Inc.
|
—
|
|
|
707
|
|
|
||
Total
|
$
|
1,081
|
|
|
$
|
(230
|
)
|
|
Total combined
|
|
|
|
|
||||
Interest rate derivatives - floors
|
$
|
75
|
|
|
$
|
(3
|
)
|
|
Interest rate derivatives - caps
|
(19
|
)
|
|
(71
|
)
|
|
||
Credit default swaps
|
1,100
|
|
|
(798
|
)
|
|
||
Unrealized gain (loss) on derivatives
|
1,156
|
|
|
(872
|
)
|
|
||
Realized gain (loss) on interest rate floors
|
(75
|
)
|
(2)
|
(65
|
)
|
(2)
|
||
Unrealized gain (loss) on investment in Ashford Inc.
|
—
|
|
|
707
|
|
|
||
Net
|
$
|
1,081
|
|
|
$
|
(230
|
)
|
|
(1)
|
Excludes costs associated with credit default swaps of $63 for both the three months ended March 31, 2020 and 2019, respectively, which is included in “other income (expense)” in our condensed consolidated statements of operations.
|
(2)
|
Included in “other income (expense)” in our condensed consolidated statements of operations.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial assets and liabilities measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
$
|
650
|
|
|
$
|
650
|
|
|
$
|
582
|
|
|
$
|
582
|
|
Financial assets not measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
141,793
|
|
|
$
|
141,793
|
|
|
$
|
71,995
|
|
|
$
|
71,995
|
|
Restricted cash
|
|
45,418
|
|
|
45,418
|
|
|
58,388
|
|
|
58,388
|
|
||||
Accounts receivable, net
|
|
13,834
|
|
|
13,834
|
|
|
19,053
|
|
|
19,053
|
|
||||
Due from related parties, net
|
|
854
|
|
|
854
|
|
|
551
|
|
|
551
|
|
||||
Due from third-party hotel managers
|
|
16,953
|
|
|
16,953
|
|
|
16,638
|
|
|
16,638
|
|
||||
Financial liabilities not measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Indebtedness, net
|
|
$
|
1,140,000
|
|
|
$1,035,450 to $1,144,444
|
|
|
$
|
1,065,000
|
|
|
$1,003,863 to $1,109,532
|
|
||
Accounts payable and accrued expenses
|
|
87,440
|
|
|
87,440
|
|
|
94,919
|
|
|
94,919
|
|
||||
Dividends and distributions payable
|
|
3,208
|
|
|
3,208
|
|
|
9,143
|
|
|
9,143
|
|
||||
Due to Ashford Inc.
|
|
3,248
|
|
|
3,248
|
|
|
4,344
|
|
|
4,344
|
|
||||
Due to third-party hotel managers
|
|
1,663
|
|
|
1,663
|
|
|
1,685
|
|
|
1,685
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net income (loss) attributable to common stockholders - basic and diluted:
|
|
|
|
||||
Net income (loss) attributable to the Company
|
$
|
(12,930
|
)
|
|
$
|
(981
|
)
|
Less: Dividends on preferred stock
|
(2,555
|
)
|
|
(2,532
|
)
|
||
Less: Dividends on common stock
|
—
|
|
|
(5,158
|
)
|
||
Less: Dividends on unvested performance stock units
|
—
|
|
|
(75
|
)
|
||
Less: Dividends on unvested restricted shares
|
—
|
|
|
(96
|
)
|
||
Undistributed net income (loss) allocated to common stockholders
|
(15,485
|
)
|
|
(8,842
|
)
|
||
Add back: Dividends on common stock
|
—
|
|
|
5,158
|
|
||
Distributed and undistributed net income (loss) - basic and diluted
|
$
|
(15,485
|
)
|
|
$
|
(3,684
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Weighted average common shares outstanding – basic and diluted
|
32,474
|
|
|
32,115
|
|
||
|
|
|
|
||||
Income (loss) per share - basic:
|
|
|
|
||||
Net income (loss) allocated to common stockholders per share
|
$
|
(0.48
|
)
|
|
$
|
(0.11
|
)
|
Income (loss) per share - diluted:
|
|
|
|
||||
Net income (loss) allocated to common stockholders per share
|
$
|
(0.48
|
)
|
|
$
|
(0.11
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net income (loss) allocated to common stockholders is not adjusted for:
|
|
|
|
||||
Income (loss) allocated to unvested restricted shares
|
$
|
—
|
|
|
$
|
96
|
|
Income (loss) allocated to unvested performance stock units
|
—
|
|
|
75
|
|
||
Income (loss) attributable to redeemable noncontrolling interests in operating partnership
|
(1,885
|
)
|
|
(440
|
)
|
||
Dividends on preferred stock - Series B
|
1,730
|
|
|
1,707
|
|
||
Total
|
$
|
(155
|
)
|
|
$
|
1,438
|
|
Weighted average diluted shares are not adjusted for:
|
|
|
|
||||
Effect of unvested restricted shares
|
76
|
|
|
87
|
|
||
Effect of unvested performance stock units
|
—
|
|
|
288
|
|
||
Effect of assumed conversion of operating partnership units
|
4,112
|
|
|
4,342
|
|
||
Effect of assumed conversion of preferred stock - Series B
|
6,728
|
|
|
6,569
|
|
||
Effect of advisory services incentive fee shares
|
361
|
|
|
73
|
|
||
Total
|
11,277
|
|
|
11,359
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Common units converted to common stock
|
|
339
|
|
|
110
|
|
||
Fair value of common units converted
|
|
$
|
390
|
|
(1)
|
$
|
1,434
|
|
(1)
|
The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $3.5 million.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Redeemable noncontrolling interests in Braemar OP
|
$
|
36,786
|
|
|
$
|
41,570
|
|
Adjustments to redeemable noncontrolling interests (1)
|
$
|
59
|
|
|
$
|
65
|
|
Ownership percentage of operating partnership
|
10.85
|
%
|
|
10.96
|
%
|
(1)
|
Reflects the excess of the redemption value over the accumulated historical cost.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
|
$
|
1,885
|
|
|
$
|
440
|
|
Distributions declared to holders of common units, LTIP units and Performance LTIP units
|
—
|
|
|
778
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Common stock dividends declared
|
$
|
—
|
|
|
$
|
5,329
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Series D Cumulative Preferred Stock
|
|
$
|
825
|
|
|
$
|
825
|
|
(i)
|
filing of income tax return where the Company does not compute its income as a REIT;
|
(ii)
|
stockholders’ approval on ceasing to be qualified as a REIT;
|
(iii)
|
board of directors’ approval on ceasing to be qualified as a REIT;
|
(iv)
|
board’s determination based on advise of the counsel to cease to be qualified as a REIT; or
|
(v)
|
determination within the meaning of Section 1313(a) of IRC to cease to be qualified as a REIT.
|
|
Three Months Ended March 31, 2020
|
||
Series B Convertible Preferred Stock shares issued
|
23
|
|
|
Gross proceeds received
|
$
|
439
|
|
Commissions and other expenses
|
7
|
|
|
Net proceeds
|
$
|
432
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Series B Convertible Preferred Stock
|
$
|
1,730
|
|
|
$
|
1,707
|
|
(i)
|
90% of the base fee paid for the same month in the prior year; and
|
(ii)
|
1/12th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Advisory services fee
|
|
|
|
||||
Base advisory fee
|
$
|
2,621
|
|
|
$
|
2,660
|
|
Reimbursable expenses (1)
|
544
|
|
|
580
|
|
||
Equity-based compensation (2)
|
1,904
|
|
|
1,470
|
|
||
Incentive fee
|
—
|
|
|
1,314
|
|
||
Total
|
$
|
5,069
|
|
|
$
|
6,024
|
|
(1)
|
Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services.
|
(2)
|
Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.
|
|
|
Three Months Ended March 31,
|
||||||
Line Item
|
|
2020
|
|
2019
|
||||
Corporate, general and administrative
|
|
$
|
233
|
|
|
$
|
—
|
|
|
|
|
•
|
the impact of the novel strain of coronavirus (COVID-19) and numerous governmental travel restrictions and other orders on our business;
|
•
|
our business and investment strategy;
|
•
|
our projected operating results and dividend rates;
|
•
|
our ability to obtain future financing arrangements or restructure existing property level indebtedness;
|
•
|
our understanding of our competition;
|
•
|
market trends;
|
•
|
projected capital expenditures;
|
•
|
anticipated acquisitions or dispositions; and
|
•
|
the impact of technology on our operations and business.
|
•
|
the factors discussed in our Form 10-K for the year ended December 31, 2019, as originally filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2020 (the “ 2019 10-K”), including those set forth under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties;” as supplemented by our Current Report on Form 8-K filed May 8, 2020, our subsequent Quarterly Reports and other filings under the Exchange Act;
|
•
|
adverse effects of the novel strain of coronavirus (COVID-19), including a general reduction in business and personal travel and government mandated travel restrictions in regions where our hotels are located;
|
•
|
ongoing negotiations with our lenders regarding potential forbearance or the exercise by our lenders of their remedies for default under our loan agreements;
|
•
|
general volatility of the capital markets and the market price of our common and preferred stock;
|
•
|
general business and economic conditions affecting the lodging and travel industry;
|
•
|
changes in our business or investment strategy;
|
•
|
availability, terms and deployment of capital;
|
•
|
unanticipated increases in financing and other costs, including a rise in interest rates;
|
•
|
availability of qualified personnel to our advisor;
|
•
|
changes in our industry and the market in which we operate, interest rates, or local economic conditions;
|
•
|
the degree and nature of our competition;
|
•
|
actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hotels and Premier) and our executive officers and our non-independent director;
|
•
|
changes in personnel of Ashford LLC or the lack of availability of qualified personnel;
|
•
|
changes in governmental regulations, accounting rules, tax rates and similar matters;
|
•
|
legislative and regulatory changes, including changes to the Code and related rules, regulations and interpretations governing the taxation of REITs; and
|
•
|
limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes.
|
Revenues
|
$
|
28,766
|
|
Expenses
|
11,650
|
|
|
Net earnings
|
$
|
17,116
|
|
•
|
the Company has temporarily suspended operations at eleven hotel properties. The Company’s remaining two hotel 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 spending for capital expenditures for the fiscal 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 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 for our board of directors and the curtailment of expenses resulting in an approximate 25% reduction in corporate general and administrative and reimbursable expenses;
|
•
|
the Company estimates that its current monthly cash utilization at its hotels given their current state of either having suspended operations or operating in a limited capacity is approximately $10 million per month. The Company’s debt is all property-level, non-recourse debt (excluding its $75 million secured revolving credit facility) and the monthly interest is approximately $3 million per month. The Company’s current run rate for corporate general and administrative expenses and advisory fees is approximately $1.3 million per month;
|
•
|
the Company ended the quarter with cash and cash equivalents of $141.8 million and restricted cash of $45.4 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 $17.0 million due to the Company 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; and
|
•
|
beginning on April 1, 2020, the Company did not make at least one interest payment on nearly all of its hotel loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an "Event of Default," as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million. The Company is actively working with its lenders to arrange mutually agreeable forbearance agreements to reduce its near-term cash utilization and improve liquidity.
|
•
|
Occupancy. Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period.
|
•
|
ADR. ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.
|
•
|
RevPAR. RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable)
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Rooms
|
$
|
70,468
|
|
|
$
|
76,731
|
|
|
$
|
(6,263
|
)
|
|
(8.2
|
)%
|
Food and beverage
|
28,803
|
|
|
32,114
|
|
|
(3,311
|
)
|
|
(10.3
|
)
|
|||
Other
|
18,249
|
|
|
19,663
|
|
|
(1,414
|
)
|
|
(7.2
|
)
|
|||
Total hotel revenue
|
117,520
|
|
|
128,508
|
|
|
(10,988
|
)
|
|
(8.6
|
)
|
|||
Other
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
(100.0
|
)
|
|||
Total revenue
|
117,520
|
|
|
128,513
|
|
|
(10,993
|
)
|
|
(8.6
|
)
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Hotel operating expenses:
|
|
|
|
|
|
|
|
|||||||
Rooms
|
17,880
|
|
|
16,982
|
|
|
(898
|
)
|
|
(5.3
|
)
|
|||
Food and beverage
|
23,901
|
|
|
22,210
|
|
|
(1,691
|
)
|
|
(7.6
|
)
|
|||
Other expenses
|
42,090
|
|
|
38,895
|
|
|
(3,195
|
)
|
|
(8.2
|
)
|
|||
Management fees
|
3,877
|
|
|
4,416
|
|
|
539
|
|
|
12.2
|
|
|||
Total hotel operating expenses
|
87,748
|
|
|
82,503
|
|
|
(5,245
|
)
|
|
(6.4
|
)
|
|||
Property taxes, insurance and other
|
7,660
|
|
|
7,460
|
|
|
(200
|
)
|
|
(2.7
|
)
|
|||
Depreciation and amortization
|
18,338
|
|
|
16,686
|
|
|
(1,652
|
)
|
|
(9.9
|
)
|
|||
Advisory services fee
|
5,069
|
|
|
6,024
|
|
|
955
|
|
|
15.9
|
|
|||
Transaction costs
|
—
|
|
|
634
|
|
|
634
|
|
|
100.0
|
|
|||
Corporate general and administrative
|
1,932
|
|
|
1,126
|
|
|
(806
|
)
|
|
(71.6
|
)
|
|||
Total expenses
|
120,747
|
|
|
114,433
|
|
|
(6,314
|
)
|
|
(5.5
|
)
|
|||
Operating income (loss)
|
(3,227
|
)
|
|
14,080
|
|
|
(17,307
|
)
|
|
(122.9
|
)
|
|||
Equity in earnings (loss) of unconsolidated entity
|
(40
|
)
|
|
(50
|
)
|
|
10
|
|
|
20.0
|
|
|||
Interest income
|
129
|
|
|
362
|
|
|
(233
|
)
|
|
(64.4
|
)
|
|||
Other income (expense)
|
(138
|
)
|
|
(117
|
)
|
|
(21
|
)
|
|
(17.9
|
)
|
|||
Interest expense and amortization of loan costs
|
(11,897
|
)
|
|
(14,193
|
)
|
|
2,296
|
|
|
16.2
|
|
|||
Write-off of loan costs and exit fees
|
—
|
|
|
(312
|
)
|
|
312
|
|
|
100.0
|
|
|||
Unrealized gain (loss) on investment in Ashford Inc.
|
—
|
|
|
707
|
|
|
(707
|
)
|
|
(100.0
|
)
|
|||
Unrealized gain (loss) on derivatives
|
1,156
|
|
|
(872
|
)
|
|
2,028
|
|
|
232.6
|
|
|||
Income (loss) before income taxes
|
(14,017
|
)
|
|
(395
|
)
|
|
(13,622
|
)
|
|
(3,448.6
|
)
|
|||
Income tax (expense) benefit
|
(1,370
|
)
|
|
(927
|
)
|
|
(443
|
)
|
|
(47.8
|
)
|
|||
Net income (loss)
|
(15,387
|
)
|
|
(1,322
|
)
|
|
(14,065
|
)
|
|
(1,063.9
|
)
|
|||
(Income) loss attributable to noncontrolling interest in consolidated entities
|
572
|
|
|
(99
|
)
|
|
671
|
|
|
677.8
|
|
|||
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
|
1,885
|
|
|
440
|
|
|
1,445
|
|
|
328.4
|
|
|||
Net income (loss) attributable to the Company
|
$
|
(12,930
|
)
|
|
$
|
(981
|
)
|
|
$
|
(11,949
|
)
|
|
(1,218.0
|
)%
|
Hotel Properties
|
|
Location
|
|
Type
|
|
Date
|
Ritz-Carlton, Lake Tahoe (1)
|
|
Truckee, CA
|
|
Acquisition
|
|
January 15, 2019
|
(1)
|
The operating results of this hotel property has been included in our results of operations as of its acquisition date.
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Occupancy
|
59.77
|
%
|
|
75.38
|
%
|
||
ADR (average daily rate)
|
$
|
348.16
|
|
|
$
|
318.53
|
|
RevPAR (revenue per available room)
|
$
|
208.10
|
|
|
$
|
240.11
|
|
Rooms revenue (in thousands)
|
$
|
70,468
|
|
|
$
|
76,731
|
|
Total hotel revenue (in thousands)
|
$
|
117,520
|
|
|
$
|
128,508
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Occupancy
|
59.65
|
%
|
|
75.25
|
%
|
||
ADR (average daily rate)
|
$
|
325.03
|
|
|
$
|
295.84
|
|
RevPAR (revenue per available room)
|
$
|
193.88
|
|
|
$
|
222.63
|
|
Rooms revenue (in thousands)
|
$
|
62,477
|
|
|
$
|
68,102
|
|
Total hotel revenue (in thousands)
|
$
|
104,113
|
|
|
$
|
115,017
|
|
•
|
the Company has temporarily suspended operations at eleven hotel properties. The Company’s remaining two hotel 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 spending for capital expenditures for the fiscal 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 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 for our board of directors and the curtailment of expenses resulting in an approximate 25% reduction in corporate general and administrative and reimbursable expenses;
|
•
|
the Company estimates that its current monthly cash utilization at its hotels given their current state of either having suspended operations or operating in a limited capacity is approximately $10 million per month. The Company’s debt is all property-level, non-recourse debt (excluding its $75 million secured revolving credit facility) and the monthly interest is approximately $3 million per month. The Company’s run rate for corporate general and administrative and advisory fees is approximately $1.3 million per month;
|
•
|
the Company ended the quarter with cash and cash equivalents of $141.8 million and restricted cash of $45.4 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 $17.0 million due to the Company 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; and
|
•
|
beginning on April 1, 2020, the Company did not make at least one interest payment on nearly all of its hotel loans, which constituted an “Event of Default” as such term is defined under the applicable loan documents. Further, the Company triggered an "Event of Default," as defined under the secured revolving credit facility agreement as a result of the Company being in default on mortgage and mezzanine loans with an aggregate principal amount in excess of $200 million. The Company is actively working with its lenders to arrange mutually agreeable forbearance agreements to reduce its near-term cash utilization and improve liquidity.
|
•
|
advisory fees payable to Ashford LLC;
|
•
|
recurring maintenance necessary to maintain our hotel properties in accordance with brand standards;
|
•
|
interest expense and scheduled principal payments on outstanding indebtedness, including our secured revolving credit facility (see “Contractual Obligations and Commitments”);
|
•
|
distributions, in the form of dividends on our common stock, necessary to qualify for taxation as a REIT;
|
•
|
dividends on preferred stock; and
|
•
|
capital expenditures to improve our hotel properties.
|
•
|
consolidated indebtedness (less cash and cash equivalents in excess of $10,000,000) to total asset value not to exceed 65%. Our ratio was 56.4% at March 31, 2020.
|
•
|
consolidated recourse indebtedness other than the secured revolving credit facility not to exceed $50,000,000.
|
•
|
consolidated fixed charge coverage ratio not less than 1.40x initially, with such ratio being increased beginning July 1, 2020 to 1.50x. Our ratio was 1.46x at March 31, 2020.
|
•
|
indebtedness of the consolidated parties that accrues interest at a variable rate (other than the secured revolving credit facility) that is not subject to a “cap,” “collar,” or other similar arrangement not to exceed 25% of consolidated indebtedness.
|
•
|
consolidated tangible net worth not less than 75% of the consolidated tangible net worth on June 30, 2019, plus 75% of the net proceeds of any future equity issuances.
|
•
|
secured debt that is secured by real property not to exceed 70% of the as-is appraised value of such real property.
|
|
|
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 investment in Ashford Inc.
|
|
—
|
|
|
(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 (1)
|
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 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 benefits
|
213
|
|
|
225
|
|
||
Write-off of loan costs and exit fees
|
—
|
|
|
312
|
|
||
Amortization of loan costs (1)
|
1,053
|
|
|
1,155
|
|
||
Unrealized (gain) loss on investment in Ashford Inc.
|
—
|
|
|
(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
|
|
(1)
|
Net of adjustment for noncontrolling interest in consolidated entities. The following table presents the amounts of the adjustments for noncontrolling interests for each line item:
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Depreciation and amortization on real estate
|
$
|
(779
|
)
|
|
$
|
(782
|
)
|
Amortization of loan costs
|
(18
|
)
|
|
(25
|
)
|
Hotel Property
|
|
Location
|
|
Total Rooms
|
|
% Owned
|
|
Owned Rooms
|
|||
Fee Simple Properties
|
|
|
|
|
|
|
|
|
|||
Capital Hilton
|
|
Washington, D.C.
|
|
550
|
|
|
75
|
%
|
|
413
|
|
Seattle Marriott Waterfront
|
|
Seattle, WA
|
|
361
|
|
|
100
|
%
|
|
361
|
|
The Notary Hotel
|
|
Philadelphia, PA
|
|
499
|
|
|
100
|
%
|
|
499
|
|
San Francisco Courtyard Downtown (1)
|
|
San Francisco, CA
|
|
410
|
|
|
100
|
%
|
|
410
|
|
Chicago Sofitel Magnificent Mile
|
|
Chicago, IL
|
|
415
|
|
|
100
|
%
|
|
415
|
|
Pier House Resort
|
|
Key West, FL
|
|
142
|
|
|
100
|
%
|
|
142
|
|
Ritz-Carlton, St. Thomas
|
|
St. Thomas, USVI
|
|
180
|
|
|
100
|
%
|
|
180
|
|
Park Hyatt Beaver Creek
|
|
Beaver Creek, CO
|
|
190
|
|
|
100
|
%
|
|
190
|
|
Hotel Yountville
|
|
Yountville, CA
|
|
80
|
|
|
100
|
%
|
|
80
|
|
Ritz-Carlton, Sarasota
|
|
Sarasota, FL
|
|
266
|
|
|
100
|
%
|
|
266
|
|
Ritz-Carlton, Lake Tahoe
|
|
Truckee, CA
|
|
170
|
|
|
100
|
%
|
|
170
|
|
Ground Lease Properties
|
|
|
|
|
|
|
|
|
|||
Hilton La Jolla Torrey Pines (2)
|
|
La Jolla, CA
|
|
394
|
|
|
75
|
%
|
|
296
|
|
Bardessono Hotel (3)
|
|
Yountville, CA
|
|
65
|
|
|
100
|
%
|
|
65
|
|
Total
|
|
|
|
3,722
|
|
|
|
|
3,487
|
|
(1)
|
The Company previously announced the planned opening and the branding of the hotel as The Clancy. The hotel is expected to open by the end of 2020.
|
(2)
|
The ground lease expires in 2067. The ground lease contains one extension option of either 10 or 20 years dependent upon capital investment spend during the lease term.
|
(3)
|
The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Plan
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
|
||||||
Common stock:
|
|
|
|
|
|
|
|
|
||||||
January 1 to January 31
|
|
391
|
|
|
$
|
—
|
|
(2)
|
—
|
|
|
$
|
50,000,000
|
|
February 1 to February 29
|
|
7,316
|
|
(1)
|
$
|
7.36
|
|
(2)
|
—
|
|
|
$
|
50,000,000
|
|
March 1 to March 31
|
|
15,854
|
|
(1)
|
$
|
2.53
|
|
(2)
|
—
|
|
|
$
|
50,000,000
|
|
Total
|
|
23,561
|
|
|
$
|
4.15
|
|
|
—
|
|
|
|
(1)
|
Includes 6,675 and 13,205 shares in February and March, respectively that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.
|
(2)
|
There is no cost associated with the forfeiture of 391, 641 and 2,649 restricted shares of our common stock in January, February and March, respectively.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
|
|
Description
|
|
3.1
|
|
||
3.2
|
|
||
3.3
|
|
||
3.4
|
|
||
3.5
|
|
||
3.6
|
|
||
10.1
|
|
||
31.1*
|
|
||
31.2*
|
|
||
32.1*
|
|
||
32.2*
|
|
Date:
|
May 27, 2020
|
By:
|
/s/ RICHARD J. STOCKTON
|
|
|
|
|
Richard J. Stockton
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
May 27, 2020
|
By:
|
/s/ DERIC S. EUBANKS
|
|
|
|
|
Deric S. Eubanks
|
|
|
|
|
Chief Financial Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Braemar Hotels & Resorts Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ RICHARD J. STOCKTON
|
|
Richard J. Stockton
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Braemar Hotels & Resorts Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ DERIC S. EUBANKS
|
|
Deric S. Eubanks
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ RICHARD J. STOCKTON
|
|
Richard J. Stockton
|
|
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DERIC S. EUBANKS
|
|
Deric S. Eubanks
|
|
Chief Financial Officer
|
|