Form 10-Q/A Braemar Hotels & Resorts For: Sep 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________________ to ________________
Commission file number: 001-35972
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(972 ) 490-9600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common Stock, $0.01 par value per share | ||||||||
| (Class) | Outstanding at January 31, 2023 | |||||||
EXPLANATORY NOTE
As previously reported in the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2023, the audit committee of Braemar Hotels & Resorts Inc. (the “Company”) concluded, after discussion with the Company’s management, that the Company’s unaudited financial statements for the periods ended September 30, 2022, included in its Quarterly Report on Form 10-Q filed with the SEC on November 7, 2022, contained a material misstatement and should not be relied upon. The misstatement related to the presentation of the Company’s statement of operations missing a non-cash item associated with the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock, which impacted net income (loss) attributable to common stockholders and the related calculation of earnings per share for each period.
The purpose of this Amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2022 (this “Form 10-Q/A”), is to amend the Form 10-Q filed with the SEC on November 7, 2022 (the “Form 10-Q”) to restate the Company’s statements of operations for the three and nine months ended September 30, 2022, to include the impact of the $2.6 million and $4.8 million redemption value adjustment, respectively, associated with the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock, which would have decreased/increased net income/loss attributable to common stockholders in the calculation of GAAP income/loss per share. See note 17 included herein for additional details.
This Form 10-Q/A is presented as of the filing date of the Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Form 10-Q. Among other things, forward-looking statements made in the original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Form 10-Q, and such forward-looking statements should be read in their historical context.
The following items have been amended as a result of the restatement:
Part I, Item 1, “Financial Statements”,
Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
Part I, Item 4, “Controls and Procedures”, and
Part II, Item 1A, “Risk Factors.”
In accordance with applicable SEC rules, this Amendment No. 1 on Form 10-Q/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Rule 12b-15.
The Company has concluded there was a material weakness in the Company’s internal control over financial reporting as of September 30, 2022 and that its disclosure controls and procedures were ineffective as of September 30, 2022. See additional discussion included in Part I, Item 4 of this amended quarterly report.
BRAEMAR HOTELS & RESORTS INC.
FORM 10-Q/A
FOR THE QUARTER ENDED September 30, 2022
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
| September 30, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Investments in hotel properties, gross | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Investments in hotel properties, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Investment in unconsolidated entity | |||||||||||
| Derivative assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Intangible assets, net | |||||||||||
| Due from related parties, net | |||||||||||
| Due from third-party hotel managers | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Indebtedness, net | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Dividends and distributions payable | |||||||||||
| Due to Ashford Inc. | |||||||||||
| Due to third-party hotel managers | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Derivative liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (note 15) | |||||||||||
Series E redeemable preferred stock, $ | |||||||||||
Series M redeemable preferred stock, $ | |||||||||||
| Redeemable noncontrolling interests in operating partnership | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity of the Company | |||||||||||
| Noncontrolling interest in consolidated entities | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
2
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (restated) | (restated) | ||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rooms | $ | $ | $ | $ | |||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total hotel revenue | |||||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Management fees | |||||||||||||||||||||||
| Total hotel operating expenses | |||||||||||||||||||||||
| Property taxes, insurance and other | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Advisory services fee | |||||||||||||||||||||||
| (Gain) loss on legal settlements | ( | ( | |||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Corporate general and administrative | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Gain (loss) on insurance settlement and disposition of assets | |||||||||||||||||||||||
| OPERATING INCOME (LOSS) | ( | ||||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | ( | ( | ( | ( | |||||||||||||||||||
| Write-off of loan costs and exit fees | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gain (loss) on derivatives | |||||||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ( | ( | ||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME (LOSS) | ( | ( | ( | ||||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | ( | ( | |||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | ( | ( | ( | ||||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | |||||||||||||||||||
| Deemed dividends on redeemable preferred stock | ( | ( | |||||||||||||||||||||
| Gain (loss) on extinguishment of preferred stock | ( | ( | |||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding – basic | |||||||||||||||||||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding – diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| NET INCOME (LOSS) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||||||||||||||||||||||
| Total other comprehensive income (loss) | |||||||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | ( | ( | |||||||||||||||||||||
| Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | ( | ||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in thousands except per share amounts)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | Preferred Stock | Series E Redeemable Preferred Stock | Series M Redeemable Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | ( | ( | ( | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares/units | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted common shares | — | — | ( | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – common stock ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series B ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series D ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series E ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series M ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of preferred stock | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment - preferred stock | — | — | — | — | — | ( | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | Preferred Stock | Series E Redeemable Preferred Stock | Series M Redeemable Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | ( | ( | ( | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance costs | — | — | — | — | ( | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares/units | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted common shares | — | — | ( | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – common stock ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series B ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series D ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series E ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series M ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemptions of preferred stock | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment - preferred stock | — | — | — | — | — | ( | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | Preferred Stock | Series E Redeemable Preferred Stock | Series M Redeemable Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units for hotel acquisitions | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted common shares | — | — | ( | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series B ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock-Series D ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series E ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series M ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of preferred stock | — | — | ( | — | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment - preferred stock | — | — | — | — | — | ( | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | Series E Redeemable Preferred Stock | Series M Redeemable Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | ( | — | ( | — | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares/units | — | — | ( | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units for hotel acquisitions | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted common shares | — | — | ( | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series B ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock-Series D ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series E ($ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock - Series M ($$ | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption/conversion of operating partnership units | — | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ( | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of preferred stock | — | — | ( | — | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity component of Convertible Senior Notes | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment - preferred stock | — | — | — | — | — | ( | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | ( | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity-based compensation | |||||||||||
| Bad debt expense | |||||||||||
| Amortization of loan costs, discounts and capitalized default interest | ( | ( | |||||||||
| Write-off of loan costs and exit fees | |||||||||||
| Amortization of intangibles | |||||||||||
| Amortization of non-refundable membership initiation fees | ( | ( | |||||||||
| Interest expense accretion on refundable membership club deposits | |||||||||||
| (Gain) loss on insurance settlement and disposition of assets | ( | ||||||||||
| Unrealized (gain) loss on derivatives | ( | ( | |||||||||
| Equity in (earnings) loss of unconsolidated entity | |||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: | |||||||||||
| Accounts receivable and inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Due to/from related parties, net | ( | ||||||||||
| Due to/from third-party hotel managers | ( | ||||||||||
| Due to/from Ashford Inc. | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Proceeds from property insurance | |||||||||||
| Net proceeds from disposition of assets | |||||||||||
| Acquisition of hotel properties, net of cash and restricted cash acquired | ( | ( | |||||||||
| Investment in unconsolidated entity | ( | ( | |||||||||
| Improvements and additions to hotel properties | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Borrowings on indebtedness | |||||||||||
| Repayments of indebtedness | ( | ( | |||||||||
| Payments of loan costs and exit fees | ( | ( | |||||||||
| Payments for derivatives | ( | ( | |||||||||
| Purchase of common stock | ( | ( | |||||||||
| Payments for dividends and distributions | ( | ( | |||||||||
| Proceeds from issuance of preferred stock | |||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Common stock offering costs | ( | ||||||||||
| Contributions from noncontrolling interest in consolidated entities | |||||||||||
| Redemption of preferred stock | ( | ||||||||||
| Net cash provided by (used in) financing activities | |||||||||||
| Net change in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
7
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid (refunded) | ( | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Dividends and distributions declared but not paid | $ | $ | |||||||||
| Common stock purchases accrued but not paid | |||||||||||
| Issuance of common units for hotel acquisition | |||||||||||
| Issuance of warrants in hotel acquisition | |||||||||||
| Assumption of debt in hotel acquisition | |||||||||||
| Capital expenditures accrued but not paid | |||||||||||
| Issuance of common stock for hotel acquisition | |||||||||||
| Accrued common stock offering expense | |||||||||||
| Accrued preferred stock offering expenses | |||||||||||
| Non-cash preferred stock dividends | |||||||||||
| Non-cash common stock dividends | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
8
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Description of Business
Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Braemar has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Braemar conducts its business and owns substantially all of its assets through its operating partnership, Braemar Hospitality Limited Partnership (“Braemar OP”). Terms such as the “Company,” “we,” “us” or “our” refers to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its condensed consolidated financial statements.
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hotels”), a subsidiary of Ashford Inc., manages four of our 15 hotel properties. Third-party management companies manage the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology.
The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of September 30, 2022, own 15 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). The portfolio includes 13 wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Braemar OP has a controlling interest. These hotel properties represent 3,971 total rooms, or 3,736 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of September 30, 2022, 14 of our 15 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Braemar TRS”). One hotel property, located in the USVI, is owned by our USVI TRS. Braemar TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the condensed consolidated statements of operations.
As of September 30, 2022, 12 of the 15 hotel properties were leased by Braemar’s wholly-owned TRS, and the two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Braemar TRS is eliminated in consolidation. The hotel properties are operated under management contracts with Marriott Hotel Services, Inc. (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C. and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Code.
2. Significant Accounting Policies
9
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2021 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022.
Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP.
The following items affect reporting comparability of our historical condensed consolidated financial statements:
•historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022;
•on August 5, 2021, we acquired the Mr. C Beverly Hills Hotel and five adjacent luxury residences. The operating results of the hotel property have been included in the results of operations from its acquisition date; and
•on March 11, 2022, we acquired The Ritz-Carlton Reserve Dorado Beach hotel located in Dorado, Puerto Rico. The operating results of the hotel property have been included in the results of operations from its acquisition date.
Recently Adopted Accounting Standards—In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU: (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period.
We adopted ASU 2020-06 through the modified retrospective method on January 1, 2022. Upon adoption, our Convertible Senior Notes are recorded as a single debt instrument at amortized cost, instead of being recorded as both a liability and equity. The Company ceased recording non-cash interest expense associated with amortization of the debt discount associated with the conversion features. The adoption of ASU 2020-06 resulted in an adjustment to additional paid-in capital, accumulated deficit, and the carrying value of our Convertible Senior Notes. The impact of adopting ASU 2020-06 includes an increase to “indebtedness, net” and a decrease to stockholders’ equity of approximately $5.6
10
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The impact of adoption on our condensed consolidated statement of operations for the three and nine months ended September 30, 2022 resulted in a decrease to net interest expense by $280,000 and $826,000 , respectively, relating to the non-cash interest expense associated with amortization of the debt discount. The adoption had no effect on our basic and diluted net income per share of common stock attributable to common stockholders for the three and nine months ended September 30, 2022.
Recently Issued Accounting Standards—In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to provide guidance and relief for transitioning to alternative reference rates. ASU 2021-01 is effective immediately for all entities. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.
3. Revenue
| Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Total | |||||||||||||||||||||||||||
| California | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Puerto Rico | ||||||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||
| Washington, D.C. | ||||||||||||||||||||||||||||||||
| USVI | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Total | |||||||||||||||||||||||||||
| California | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||
| Washington, D.C. | ||||||||||||||||||||||||||||||||
| USVI | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
11
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
| Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Total | |||||||||||||||||||||||||||
| California | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Puerto Rico | ||||||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||
| Washington, D.C. | ||||||||||||||||||||||||||||||||
| USVI | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Total | |||||||||||||||||||||||||||
| California | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||
| Washington, D.C. | ||||||||||||||||||||||||||||||||
| USVI | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
4. Investments in Hotel Properties, net
Investments in hotel properties, net consisted of the following (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Construction in progress | |||||||||||
| Residences | |||||||||||
| Total cost | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Investments in hotel properties, net | $ | $ | |||||||||
Impairment Charges and Insurance Recoveries
For the three and nine months ended September 30, 2021, we recognized a $0 and $481,000 gain, respectively, associated with proceeds received from an insurance claim. There was no
During the three and nine months ended September 30, 2022 and 2021, no
The Ritz-Carlton Reserve Dorado Beach
On March 11, 2022, the Company acquired a 100 % interest in the 96 -room Ritz-Carlton Reserve Dorado Beach in Dorado, Puerto Rico. The total consideration consisted of $104.0 million of cash and 6.0 million shares of the Company’s common stock with a fair value of approximately $35.0 million. Additionally, the Company assumed a $54.0 million mortgage loan with a fair value of approximately $58.6 million. See note 6 for further discussion regarding the mortgage loan. On March 14, 2022,
12
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
the Company filed a resale registration statement on Form S-3, which was declared effective by the SEC on April 1, 2022, to register for resale the 6.0 million shares of common stock.
We accounted for this acquisition as an asset acquisition because substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets. The cost of the acquisition including transaction costs of approximately $1.9 million, was allocated to the individual assets acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique.
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands):
| Land | $ | ||||
| Buildings and improvements | |||||
| Furniture, fixtures and equipment | |||||
| Investments in hotel properties | |||||
| Restricted cash | |||||
| Inventories | |||||
| Mortgage loan | ( | ||||
| $ | |||||
| Net other assets (liabilities) | $ | ( | |||
The results of operations of the hotel property have been included in our results of operations from the acquisition date. The table below summarizes the total revenue and net income (loss) in our condensed consolidated statements of operations for the three and nine months ended September 30, 2022:
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||
| Total revenue | $ | $ | |||||||||
| Net income (loss) | |||||||||||
5. Investment in Unconsolidated Entity
OpenKey is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. In 2018, the Company made an initial investment in OpenKey, which is controlled and consolidated by Ashford Inc., for an initial 8.2 % ownership interest. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. In 2022, the Company made additional investments in OpenKey of approximately $328,000 . As of September 30, 2022, the Company has made investments in OpenKey totaling $2.9 million.
Our investment is recorded as “investment in unconsolidated entity” in our condensed consolidated balance sheets and is accounted for under the equity method of accounting as we have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No
The following table summarizes our carrying value and ownership interest in OpenKey:
| September 30, 2022 | December 31, 2021 | ||||||||||
| Carrying value of the investment in OpenKey (in thousands) | $ | $ | |||||||||
| Ownership interest in OpenKey | % | % | |||||||||
13
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table summarizes our equity in earnings (loss) in OpenKey (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Line Item | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
6. Indebtedness, net
Indebtedness, net consisted of the following (dollars in thousands):
| Indebtedness | Collateral | Current Maturity | Final Maturity (10) | Interest Rate | September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||
Mortgage loan (3) | Park Hyatt Beaver Creek Resort & Spa | April 2022 | April 2022 | LIBOR (1) + | $ | $ | ||||||||||||||||||||||||||||||||
Mortgage loan (4) | The Ritz-Carlton Sarasota | April 2023 | April 2023 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (4) | Hotel Yountville | May 2023 | May 2023 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (5) | The Notary Hotel | June 2023 | June 2025 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
| The Clancy | ||||||||||||||||||||||||||||||||||||||
| Sofitel Chicago Magnificent Mile | ||||||||||||||||||||||||||||||||||||||
| Marriott Seattle Waterfront | ||||||||||||||||||||||||||||||||||||||
Mortgage loan (4) | Bardessono Hotel and Spa | August 2023 | August 2023 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (6) | The Ritz-Carlton St. Thomas | August 2023 | August 2024 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (4) | The Ritz-Carlton Lake Tahoe | January 2024 | January 2024 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan | Capital Hilton | February 2024 | February 2024 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
| Hilton La Jolla Torrey Pines | ||||||||||||||||||||||||||||||||||||||
Mortgage loan (3) | Park Hyatt Beaver Creek Resort & Spa | February 2024 | February 2027 | SOFR (2) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (7) | The Ritz-Carlton Reserve Dorado Beach | March 2024 | March 2026 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (8) | Mr. C Beverly Hills Hotel | August 2024 | August 2024 | LIBOR (1) + | ||||||||||||||||||||||||||||||||||
Mortgage loan (4) (9) | Pier House Resort & Spa | September 2024 | September 2024 | LIBOR (1) + | — | |||||||||||||||||||||||||||||||||
Mortgage loan (9) | Pier House Resort & Spa | September 2024 | September 2024 | SOFR (2) + | — | |||||||||||||||||||||||||||||||||
| Convertible Senior Notes | Equity | June 2026 | June 2026 | |||||||||||||||||||||||||||||||||||
| Capitalized default interest and late charges, net | ||||||||||||||||||||||||||||||||||||||
| Deferred loan costs, net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Premiums/(Discounts), net | ( | |||||||||||||||||||||||||||||||||||||
| Indebtedness, net | $ | $ | ||||||||||||||||||||||||||||||||||||
__________________
(1)LIBOR rates were 3.143 % and 0.101 % at September 30, 2022 and December 31, 2021, respectively.
(2)SOFR rate was 3.042 % at September 30, 2022.
(3)On February 2, 2022, we refinanced this mortgage loan totaling $67.5 million with a new $70.5 million mortgage loan with a two-year initial term and three one-year extension options, subject to the satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 2.86 %.
(4)This mortgage loan has a LIBOR floor of 0.25 %.
(5)This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in June 2022.
(6)This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in August 2022. This mortgage loan has a LIBOR floor of 1.00 %.
(7)This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.75 %.
(8)This mortgage loan has a LIBOR floor of 1.50 %.
(9)On September 29, 2022, we amended this mortgage loan. Terms of the agreement replaced the variable interest rate of LIBOR + 1.85 % with SOFR + 1.95 %.
(10)The final maturity date assumes all available extensions options will be exercised.
During the second and third quarters of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by the Pier House Resort & Spa, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Hotel Yountville, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Capital Hilton and Hilton La Jolla Torrey Pines. The Company determined that all of the forbearance and other agreements
14
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
evaluated were considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges.
As a result of the troubled debt restructurings, all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loans using the effective interest method. The amount of principal amortization for the three and nine months ended September 30, 2022 was $481,000 and $1.5 million, respectively. For the three and nine months ended September 30, 2021, the amount of principal amortization was approximately $519,000 and $2.9 million, respectively.
On March 11, 2022, in connection with the acquisition of The Ritz-Carlton Reserve Dorado Beach, the Company assumed a $54 million mortgage loan. See note 4.
Convertible Senior Notes
In May 2021, the Company issued $86.25 million aggregate principal amount of 4.50 % Convertible Senior Notes due June 2026 (the “Convertible Senior Notes”). The net proceeds from this offering of the Convertible Senior Notes were approximately $82.8 million after deducting the underwriting fees and other expenses paid by the Company.
The Convertible Senior Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Convertible Senior Notes bear interest at a rate of 4.50 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The Convertible Senior Notes will mature on June 1, 2026. The Company recorded coupon interest expense of $970,000 and $2.9 million for the three and nine months ended September 30, 2022, respectively. The Company also recorded coupon interest expense of $970,000 and $1.4 million for the three and nine months ended September 30, 2021, respectively.
Upon issuance of the Convertible Senior Notes, the Company separated the Convertible Senior Notes into liability and equity components. The initial carrying amount of the liability component was calculated using a discount rate of 7.1 %. The discount rate was based on the terms of debt instruments that were similar to the Convertible Senior Notes. The $6.3 million carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the net proceeds of the Convertible Senior Notes. The amount recorded in equity was not subject to remeasurement or amortization. The initial discount of $9.3 million was accreted to interest expense using the effective interest rate method over the contractual term of the Convertible Senior Notes. The Company recorded discount amortization of $140,000 and $411,000 related to the initial purchase discount for the three and nine months ended September 30, 2022, with the remaining discount balance to be amortized through June 2026. For the three and nine months ended September 30, 2021, the discount amortization was $391,000 and $576,000 , respectively.
As a result of the Company's adoption of ASU 2020-06 on January 1, 2022, the Convertible Senior Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the portion of the debt discount originally reflected in equity, while the initial purchase discount remains and will continue to be amortized through June 2026.
The Convertible Senior Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, based on an initial conversion rate of 157.7909 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $6.34 per share of common stock), subject to adjustment of the conversion rate under certain circumstances. In addition, following the occurrence of certain corporate events, if the Company provides notice of redemption or if it exercises its option to convert the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with such corporate event, such notice of redemption, or such issuer conversion option, as the case may be.
The Company may redeem the Convertible Senior Notes at the Company’s option, in whole or in part, on any business day on or after the date of issuance if the last reported sale price per share of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Senior Notes to be redeemed subject to certain adjustments, plus accrued and unpaid interest to, but excluding, the redemption date.
15
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7. Derivative Instruments
Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows, which include interest rate caps. All derivatives are recorded at fair value.
The following table summarizes the interest rate derivatives we entered into over the applicable periods:
| Nine Months Ended September 30, | |||||||||||
Interest rate caps:(1) | 2022 | 2021 | |||||||||
| Notional amount (in thousands) | $ | $ | |||||||||
| Strike rate low end of range | % | % | |||||||||
| Strike rate high end of range | % | % | |||||||||
| Effective date range | February 2022 - September 2022 | January 2021 - September 2021 | |||||||||
| Termination date range | May 2023 - February 2024 | February 2022 - August 2024 | |||||||||
| Total cost of interest rate caps (in thousands) | $ | $ | |||||||||
_______________
(1) No instruments were designated as cash flow hedges.
Interest rate derivatives consisted of the following:
Interest rate caps: (1) | September 30, 2022 | December 31, 2021 | |||||||||
| Notional amount (in thousands) | $ | $ | |||||||||
| Strike rate low end of range | % | % | |||||||||
| Strike rate high end of range | % | % | |||||||||
| Termination date range | October 2022 - August 2024 | February 2022 - August 2024 | |||||||||
| Aggregate principal balance on corresponding mortgage loans (in thousands) | $ | $ | |||||||||
_______________
(1)No instruments were designated as cash flow hedges.
Warrants—On August 5, 2021, as part of the consideration paid to acquire the Mr. C Beverly Hills Hotel and five adjacent luxury residences, the Company issued 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price on or after August 5, 2021 until August 5, 2024. The holder can choose to exercise the warrant by cash or by net issue exercise, in which event the Company shall issue to the holder a number of warrant shares which reflect the fair market value of the Company’s common stock. As of September 30, 2022, no warrants have been exercised.
The initial fair value of the warrant was calculated using a Black-Scholes option pricing model with the following assumptions: three -year contractual term; 97.93 % volatility; 0 % dividend rate; and a risk-free interest rate of 0.38 %. The estimated fair value of the warrants was approximately $1.5 million on the date of issuance. The warrants are re-valued at each reporting period with the change in fair value recorded through earnings.
16
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
8. Fair Value Measurements
Fair Value Hierarchy—Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below:
•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.
The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.
When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties, which we consider significant (10 % or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at September 30, 2022, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 3.143 % to 4.595 % for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):
| Quoted Market Prices (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||
| September 30, 2022 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||
| Interest rate derivatives - caps | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | (1) | |||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivative liabilities: | ||||||||||||||||||||||||||
| Warrants | ( | ( | (2) | |||||||||||||||||||||||
| Net | $ | $ | $ | $ | ||||||||||||||||||||||
17
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
| Quoted Market Prices (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||
| Interest rate derivatives - caps | $ | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | $ | (1) | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Derivative liabilities: | ||||||||||||||||||||||||||
| Warrants | ( | ( | (2) | |||||||||||||||||||||||
| Net | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
__________________
(1)Reported as “derivative assets” in our condensed consolidated balance sheets.
Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations
The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands):
| Gain (Loss) Recognized in Income | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivative assets: | |||||||||||||||||||||||
| Interest rate derivatives - caps | $ | (1) | $ | ( | $ | (1) | $ | ( | |||||||||||||||
| Total derivative assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivative liabilities: | |||||||||||||||||||||||
| Warrants | $ | $ | $ | $ | |||||||||||||||||||
| Net | $ | $ | $ | $ | |||||||||||||||||||
| Total combined | |||||||||||||||||||||||
| Interest rate derivatives - caps | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Unrealized gain (loss) on derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Net | $ | $ | $ | $ | |||||||||||||||||||
________
(1)Excludes income of $27,000
9. Summary of Fair Value of Financial Instruments
18
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The carrying amounts and estimated fair values of financial instruments were as follows (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
| Financial liabilities measured at fair value: | |||||||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Financial assets not measured at fair value: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Accounts receivable, net | |||||||||||||||||||||||
| Due from related parties, net | |||||||||||||||||||||||
| Due from third-party hotel managers | |||||||||||||||||||||||
| Financial liabilities not measured at fair value: | |||||||||||||||||||||||
| Indebtedness | $ | $ | $ | $ | |||||||||||||||||||
| Accounts payable and accrued expenses | |||||||||||||||||||||||
| Dividends and distributions payable | |||||||||||||||||||||||
| Due to Ashford Inc. | |||||||||||||||||||||||
| Due to third-party hotel managers | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash. These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.
Accounts receivable, net, due from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique.
Derivative assets and derivative liabilities. See notes 7 and 8 for a complete description of the methodology and assumptions utilized in determining fair values.
Indebtedness, net. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. The current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied, and adjusted for the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 91.0 % to 100.6 % of the carrying value of $1.2 billion at September 30, 2022, and approximately 87.2 % to 96.4 % of the carrying value of $1.2 billion at December 31, 2021. These fair value estimates are considered a Level 2 valuation technique.
19
10. Income (Loss) Per Share
The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (restated) | (restated) | ||||||||||||||||||||||
| Net income (loss) attributable to common stockholders - basic and diluted: | |||||||||||||||||||||||
| Net income (loss) attributable to the Company | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Less: Dividends on preferred stock | ( | ( | ( | ( | |||||||||||||||||||
| Less: Deemed dividends on redeemable preferred stock | ( | ( | |||||||||||||||||||||
| Less: Dividends on common stock | ( | ( | |||||||||||||||||||||
| Less: Loss on extinguishment of preferred stock - Series B | ( | ( | |||||||||||||||||||||
| Less: Dividends on unvested performance stock units | ( | ( | |||||||||||||||||||||
| Less: Dividends on unvested restricted shares | ( | ( | |||||||||||||||||||||
| Less: Net (income) loss allocated to performance stock units | ( | ||||||||||||||||||||||
| Less: Net (income) loss allocated to unvested restricted shares | ( | ||||||||||||||||||||||
| Undistributed net income (loss) allocated to common stockholders | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Add back: Dividends on common stock | |||||||||||||||||||||||
| Distributed and undistributed net income (loss) - basic and diluted | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Weighted average common shares outstanding – basic | |||||||||||||||||||||||
| Effect of assumed exercise of warrants | |||||||||||||||||||||||
| Weighted average common shares outstanding – diluted | |||||||||||||||||||||||
| Income (loss) per share - basic: | |||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Income (loss) per share - diluted: | |||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
20
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (restated) | (restated) | ||||||||||||||||||||||
| Net income (loss) allocated to common stockholders is not adjusted for: | |||||||||||||||||||||||
| Income (loss) allocated to unvested restricted shares | $ | $ | $ | $ | |||||||||||||||||||
| Income (loss) allocated to unvested performance stock units | |||||||||||||||||||||||
| Income (loss) attributable to redeemable noncontrolling interests in operating partnership | ( | ( | ( | ||||||||||||||||||||
| Dividends on preferred stock - Series B | |||||||||||||||||||||||
| Loss on extinguishment of preferred stock - Series B | |||||||||||||||||||||||
| Interest expense on Convertible Senior Notes | |||||||||||||||||||||||
| Dividends on preferred stock - Series E (inclusive of deemed dividends) | |||||||||||||||||||||||
| Dividends on preferred stock - Series M (inclusive of deemed dividends) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average diluted shares are not adjusted for: | |||||||||||||||||||||||
| Effect of unvested restricted shares | |||||||||||||||||||||||
| Effect of assumed conversion of operating partnership units | |||||||||||||||||||||||
| Effect of assumed conversion of preferred stock - Series B | |||||||||||||||||||||||
| Effect of assumed conversion of exchanged preferred stock - Series B | |||||||||||||||||||||||
| Effect of assumed conversion of Convertible Senior Notes | |||||||||||||||||||||||
| Effect of assumed conversion of preferred stock - Series E | |||||||||||||||||||||||
| Effect of assumed conversion of preferred stock - Series M | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
11. Redeemable Noncontrolling Interests in Operating Partnership
Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP” units) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.
LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership; or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership.
The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Braemar OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. As of September 30, 2022, there were approximately 2.1 million Performance LTIP units, representing 200 % of the target, outstanding.
21
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
With respect to the 2020 award agreements, the number of Performance LTIP units actually earned may range from 0 % to 200 % of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition.
With respect to the 2021 and 2022 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria for the 2021 and 2022 performance grants are based on performance conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award. The grant date fair value of the award may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.
In March 2022, the Company granted approximately 1.2 million Performance LTIP units, representing 200 % of the target, with an initial grant date fair value of $5.89 per share and a vesting period of three years . During the second quarter of 2022, the Company’s stockholders approved an increase to the stock incentive plan, which is sufficient to cover the expected settlements. The 2022 awards, which were originally classified as liability awards, are now classified as equity awards, within temporary equity, which resulted in a remeasurement of the award at a new fair value of $5.63 per share.
On May 11, 2022, approximately 45,000 LTIP units were issued to our independent directors, with a fair value of approximately $252,000 , which vested immediately upon grant.
As of September 30, 2022, we have issued a total of approximately 3.5 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units, other than approximately 569,000 LTIP units and 840,000 Performance LTIP units issued from March 2015 to May 2021, had reached full economic parity with, and are convertible into, common units.
The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership:
| September 30, 2022 | December 31, 2021 | ||||||||||
| Redeemable noncontrolling interests in Braemar OP | $ | $ | |||||||||
Adjustments to redeemable noncontrolling interests (1) | $ | $ | |||||||||
| Ownership percentage of operating partnership | % | % | |||||||||
____________________________________
(1) Reflects the excess of the redemption value over the accumulated historical cost.
We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ | $ | $ | ( | $ | ||||||||||||||||||
| Distributions declared to holders of common units, LTIP units and Performance LTIP units | |||||||||||||||||||||||
The following table presents the common units redeemed and the fair value at redemption (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common units converted to common stock | |||||||||||||||||||||||
| Fair value of common units converted | $ | $ | $ | $ | |||||||||||||||||||
22
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
12. Equity and Stock-Based Compensation
Common Stock Dividends—The following table summarizes the common stock dividends declared during the period (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common stock dividends declared | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.
In May 2022, approximately 45,000 shares of common stock were issued to our independent directors with a fair value of approximately $252,000 , which vested immediately upon grant and have been expensed during the nine months ended September 30, 2022.
Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date.
In March 2022, 41,000 PSUs with a fair value of $240,000 and a vesting period of three years were granted. The 2022 awards may be settled in cash or shares of the Company’s common stock solely at the option of the Company. During the second quarter, the Company’s stockholders approved an increase to the stock incentive plan, which is sufficient to cover the expected settlements. The 2022 awards, which were originally classified as liability awards, are now classified as equity awards, which resulted in a remeasurement of the award at a new fair value of $229,000 .
With respect to the 2021 and 2022 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria for the 2021 and 2022 performance grants are based on performance conditions under the relevant literature, and the 2021 and 2022 performance grants were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.
The following table summarizes dividends declared (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Series D Cumulative Preferred Stock | $ | $ | $ | $ | |||||||||||||||||||
23
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
anniversary of the SEDA; or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95 % of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99 % of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the five consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours.
At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company may deliver an Advance Notice for an initial Advance for up to 1,200,000 Advance Shares (the “Initial Advance”). The preliminary purchase price per share for such shares shall be 100 % of the average daily VWAP for the five consecutive trading days immediately prior to the date of the Advance Notice.
Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $10,000 structuring fee. As of September 30, 2022, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $10.0 million under the SEDA.
The issuance activity under the SEDA is summarized below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common shares sold to YA | |||||||||||||||||||||||
| Proceeds received | $ | $ | $ | $ | |||||||||||||||||||
Common Stock Resale Agreement—On April 21, 2021, the Company entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may issue or sell to Lincoln Park up to 8,893,565 shares of the Company’s common stock from time to time during the term of the Lincoln Park Purchase Agreement.
Upon entering into the Lincoln Park Purchase Agreement, the Company issued 15,000 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the Lincoln Park Purchase Agreement.
As of September 30, 2022, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million under the Lincoln Park Purchase Agreement.
The issuance activity under the Lincoln Park Purchase Agreement is summarized below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common shares sold to Lincoln Park | |||||||||||||||||||||||
| Additional commitment shares | |||||||||||||||||||||||
| Total common shares issued to Lincoln Park | |||||||||||||||||||||||
| Proceeds received | $ | $ | $ | $ | |||||||||||||||||||
24
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
As of September 30, 2022, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million.
The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Common shares issued | |||||||||||||||||||||||
| Gross proceeds received | $ | $ | $ | $ | |||||||||||||||||||
| Commissions | |||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | |||||||||||||||||||
13. Preferred Stock
Each share of our 5.50 % Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is convertible at any time, at the option of the holder, into a number of whole shares of common stock at a conversion price of $18.70 (which represents a conversion rate of 1.3372 shares of our common stock, subject to certain adjustments). The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Convertible Preferred Stock have no voting rights, subject to certain exceptions. The Series B Convertible Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share.
The Company may, at its option, cause the Series B Convertible Preferred Stock to be converted in whole or in part, on a pro-rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110 % of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion.
Additionally, the Series B Convertible Preferred Stock contains cash redemption features that consist of: 1) an optional redemption in which on or after June 11, 2020, the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends; 2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share; and 3) a “REIT Termination Event” and “Listing Event Redemption,” in which at any time (i) a REIT Termination Event (as defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each a “National Exchange”), the holder of Series B Convertible Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Convertible Preferred Stock at 103 % of the liquidation preference ($25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash.
A “REIT Termination Event,” shall mean the earliest of:
(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 the advice of counsel to cease to be qualified as a REIT; or
(v) determination within the meaning of Section 1313(a) of the Code to cease to be qualified as a REIT.
Series B Convertible Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity.
25
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table summarizes dividends declared (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Series B Convertible Preferred Stock | $ | $ | $ | $ | |||||||||||||||||||
During 2021, Braemar entered into privately negotiated exchange agreements with certain holders of the Series B Convertible Preferred Stock, in reliance on Section 3(a)(9) of the Securities Act.
| Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | ||||||||||||||||||||||
| Preferred Shares Tendered | Common Shares Issued | Preferred Shares Tendered | Common Shares Issued | ||||||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||||||||
There were no
Series E Redeemable Preferred Stock
On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering price of $25.00 per share. The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).
The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series E Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of the Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the board shall be increased by two and the holders of such shares of Series E Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Series E Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series E Preferred Stock into a maximum of 5.69476 shares of our common stock.
The redemption fee shall be an amount equal to:
•8.0 % of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series E Preferred Stock to be redeemed;
•5.0 % of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed.
26
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption.
The Series E Preferred Stock cash dividends are as follows:
•8.0 % per annum of the Stated Value beginning on the date of the first settlement of the Series E Preferred Stock (the “Date of Initial Closing”);
•7.75 % per annum of the Stated Value beginning on the first anniversary from the Date of Initial Closing; and
•7.5 % per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing.
Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th day of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable thereafter dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.
The Company has a DRIP that allows for participating holders to have their Series E Preferred Stock dividend distributions automatically reinvested in additional shares of the Series E Preferred Stock at a price of $25.00 per share.
The issuance activity of the Series E Preferred Stock is summarized below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
Series E Preferred Stock shares issued (1) | |||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1)Exclusive of shares issued under the dividend reinvestment plan.
The Series E Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series E Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||
| Series E Preferred Stock | $ | $ | |||||||||
Adjustments to Series E Preferred Stock (1) | $ | $ | |||||||||
________
(1) Reflects the excess of the redemption value over the accumulated carrying value.
The following table summarizes dividends declared (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Series E Preferred Stock | $ | $ | $ | $ | |||||||||||||||||||
The redemption activities of Series E Preferred Stock is summarized below (in thousands):
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||
| Series E Preferred Stock shares redeemed | |||||||||||
| Redemption amount, net of redemption fees | $ | $ | |||||||||
27
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Series M Redeemable Preferred Stock
On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $0.01 ) in a primary offering price of $25.00 per share (or “Stated Value”). The Company is also offering a maximum of 8,000,000 shares of Series M Preferred Stock pursuant to the DRIP at $25.00 per share.
The Series M Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series M Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the board shall be increased by two and the holders of such shares of Series M Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Series M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series M Preferred Stock into a maximum of 5.69476 shares of our common stock.
The redemption fee shall be an amount equal to:
•1.5 % of the Stated Value of $25.00 per share beginning on the Series M Original Issue Date (as defined below) of the shares of Series M Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the first anniversary from the Series M Original Issue Date of the shares of Series M Preferred Stock to be redeemed.
The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption.
Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2 % per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock (the “Series M Original Issue Date”) and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10 % per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7 % per annum of the Stated Value.
Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th day of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.
The Company has a DRIP that allows for participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $25.00 per share.
28
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The issuance activity of Series M Preferred Stock is summarized below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
Series M Preferred Stock shares issued (1) | |||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | |||||||||||||||||||
__________________
(1)Exclusive of shares issued under the dividend reinvestment plan.
The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series M Preferred stock is summarized below (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||
| Series M Preferred Stock | $ | $ | |||||||||
Adjustments to Series M Preferred Stock (1) | $ | $ | |||||||||
__________________
(1) Reflects the excess of the redemption value over the accumulated carrying value.
The following table summarizes dividends declared (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Series M Preferred Stock | $ | $ | $ | $ | |||||||||||||||||||
The redemption activities of Series M Preferred Stock is summarized below (in thousands):
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||
| Series M Preferred Stock shares redeemed | |||||||||||
| Redemption amount, net of redemption fees | $ | $ | |||||||||
14. Related Party Transactions
Ashford Inc.
Advisory Agreement
Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We pay a monthly base fee equal to 1/12th of the sum of (i) 0.70 % of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the fifth business day of each month.
The minimum base fee for Braemar for each month will be equal to the greater of:
▪90 % of the base fee paid for the same month in the prior year; and
▪1/12th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar.
29
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years , subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also recorded equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.
The following table summarizes the advisory services fees incurred (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Advisory services fee | |||||||||||||||||||||||
| Base advisory fee | $ | $ | $ | $ | |||||||||||||||||||
Reimbursable expenses (1) | |||||||||||||||||||||||
Equity-based compensation (2) | |||||||||||||||||||||||
| Incentive fee | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
________
(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.
(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.
Lismore
In connection with the refinancing of the Park Hyatt Beaver Creek mortgage loan in February 2022, the Company paid an affiliate of Lismore Capital II LLC (“Lismore”) a fee of approximately $637,000 . Lismore is a subsidiary of Ashford Inc.
Ashford Securities
On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar with respect to expenses to be reimbursed to Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50 % to Ashford Inc., 50 % to Braemar and 0 % to Ashford Trust. Upon reaching the earlier of $400 million in aggregate capital raised, or June 10, 2023, there will be an amended and restated true up (the “Amended and Restated True-Up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among Ashford Inc., Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45 % to Ashford Trust, 45 % to Braemar and 10 % to Ashford Inc.
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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
As of September 30, 2022, Braemar has funded approximately $4.9 million. During the third quarter of 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. This resulted in additional expense of approximately $5.2 million. As of September 30, 2022 there was a payable of approximately $4.5 million that is included in “due to Ashford Inc., net” on the condensed consolidated balance sheet. As of December 31, 2021, $338,000 of the pre-funded amount was included in “other assets” on the condensed consolidated balance sheet.
The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Line Item | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Corporate, general and administrative | $ | $ | $ | $ | ||||||||||||||||||||||
Enhanced Return Funding Program
Concurrent with Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement with Ashford Inc. (“Amendment No. 1”), on January 15, 2019, the Company also entered into the Enhanced Return Funding Program Agreement (the “ERFP Agreement”) with Ashford Inc. The “key money investments” concept previously contemplated by our advisory agreement was replaced with the ERFP Agreement. The Fifth Amended and Restated Advisory Agreement was also amended to name Ashford Inc. and its subsidiaries as the Company’s sole and exclusive provider of asset management, design and construction and other services offered by Ashford Inc. or any of its subsidiaries. The independent members of our board of directors and the independent members of the board of directors of Ashford Inc., with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Braemar and Ashford Inc., respectively.
The ERFP Agreement generally provides that Ashford LLC will provide funding to facilitate the acquisition of properties by Braemar OP that are recommended by Ashford LLC, in an aggregate amount of up to $50 million (subject to increase to up to $100 million by mutual agreement). Each funding will equal 10 % of the property acquisition price and will be made either at the time of the property acquisition or at any time generally within the two-year period following the date of such acquisition, in exchange for FF&E for use at the acquired property or any other property owned by Braemar OP.
The initial term of the ERFP Agreement was two years (the “Initial Term”). At the end of the Initial Term, the ERFP Agreement automatically renewed for one year and shall automatically renew for successive one-year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Braemar provides written notice to the other at least 60 days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement. On November 8, 2021, the Company received written notice from the Advisor of its intention not to renew the ERFP program. As a result, the ERFP Agreement terminated in accordance with its terms on January 15, 2022.
Design and Construction Services
In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s design and construction business, we entered into a design and construction services agreement with Ashford Inc.’s subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4 % of project costs; and (b) for the following services: (i) architectural (6.5 % of total construction costs); (ii) construction management for projects without a general contractor (10 % of total construction costs); (iii) interior design (6 % of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing (8 % of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6 % of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). On March 20, 2020, we amended the design and construction services agreement to provide that Premier’s fees shall be paid by the Company to Premier upon the completion of any work provided by third-party vendors to the Company.
Hotel Management Services
At September 30, 2022, Remington Hotels managed four of our 15 hotel properties.
We pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues as well as annual incentive management fees, if certain
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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services.
Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us.
We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on related party’s prior performance, it is believed that another manager could perform the management or other duties materially better.
Ashford Trust
As of December 31, 2021, the Company had a $728,000 receivable from Ashford Trust, included in “due from related parties, net.” The receivable relates to a legal settlement between Ashford Trust and the City of San Francisco regarding a transfer tax matter associated with the transfer of The Clancy from Ashford Trust to Braemar upon Braemar’s 2013 spin-off from Ashford Trust. The transfer taxes were initially paid by Braemar at the time of the spin-off. In January 2022, the City of San Francisco remitted payment to Ashford Trust, which subsequently remitted payment to Braemar. During the second quarter of 2022 the Company received an additional payment of approximately $114,000 related to accrued interest on the initial settlement amount, which is included in “(gain) loss on legal settlements” on the condensed consolidated statements of operations for the three and nine months ended September 30, 2022.
15. Commitments and Contingencies
Restricted Cash—Under certain management and debt agreements for our hotel properties existing at September 30, 2022, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4 % to 5 % of gross revenues for capital improvements.
Licensing Fees—In conjunction with the Mr. C Beverly Hills Hotel acquisition on August 5, 2021, we entered into an Intellectual Property Sublease Agreement, which allows us to continue to use certain proprietary marks associated with the Mr. C brand name. In return, we pay licensing fees of: (i) 1 % of total operating revenue; (ii) 2 % of gross food and beverage revenues; and (iii) 25 % of food and beverage profits. The agreement expires on August 5, 2023.
The table below summarizes the licensing fees incurred (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Line Item | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Other hotel expenses | $ | $ | $ | $ | ||||||||||||||||||||||
Management Fees—Under hotel management agreements for our hotel properties existing at September 30, 2022, we pay a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases 3.0 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2023 through December 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement.
Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities.
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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Litigation—On October 24, 2019, the Company provided notice to Accor of the material breach of Accor’s responsibilities under the Accor management agreement for the Sofitel Chicago Magnificent Mile at 20 East Chestnut Street in Chicago, Illinois. On November 7, 2019, Accor filed a complaint against Ashford TRS Chicago II in the Supreme Court of the State of New York, New York County, seeking a declaratory judgment that no breach under the Accor management agreement has occurred and an injunction to prevent Ashford TRS Chicago II from terminating the Accor management agreement. Accor’s complaint was dismissed on or about February 27, 2020. On January 6, 2020, Ashford TRS Chicago II filed a complaint against Accor in the Supreme Court of the State of New York, New York County, alleging breach of the Accor management agreement and seeking damages and a declaration of its right to terminate the Accor management agreement. On July 20, 2020, Accor filed an Amended Answer and Counterclaims against Ashford TRS Chicago II, in which Accor asserted two causes of action: First, Accor asserted a counterclaim for declaratory judgment that Accor correctly calculated the amount payable to Ashford TRS Chicago II under the Accor management agreement to “cure” Accor’s performance test failure (the “Cure Amount”). Second, Accor asserted a counterclaim for breach of contract alleging that Ashford TRS Chicago II breached the Accor management agreement by wrongfully maintaining that the Cure Amount for the 2018 and 2019 Performance Test failure is $1,031,549 instead of $535,120 . On February 16, 2022, the parties entered into a settlement agreement agreeing to: 1) amend the Accor management agreement; 2) dismiss the lawsuit and counterclaims; 3) stipulate to the failure of the performance tests and cure amounts for 2018 of $867,682 and 2019 of $784,919 ; and 4) arbitrate whether the performance tests for 2020 and 2021 were valid and/or required equitable adjustment. On February 23, 2022, Ashford TRS Chicago II and Accor filed a stipulation of discontinuance dismissing all claims, counterclaims, and cross-claims in the January 6, 2020 action with prejudice. Arbitration occurred on October 12-13, 2022 and the arbitrator’s deadline for delivering a decision is December 9, 2022. As a result of the settlement related to the 2018 performance test failure, the Company recorded a gain of approximately $868,000 during the first quarter of 2022, that is recorded as a reduction of management fees and included in “management fees” on the Company’s condensed consolidated statements of operations.
On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (1) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe any potential loss to the Company is reasonably estimable at this time. As of September 30, 2022, no amounts have been accrued.
We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the ADA and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.
16. Segment Reporting
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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
17. Restatement
Subsequent to the issuance of the Company’s financial statements for the three and nine months ended September 30, 2022, an error was identified relating to the treatment of deemed dividends in the determination of net income (loss) attributable to common stockholders. The Company has restated its condensed consolidated statements of operations for the three and nine months ended September 30, 2022 to record a $2.6 million and $4.8 million redemption value adjustment, respectively, associated with the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock, which would have decreased/increased net income/loss attributable to common stockholders and income/loss per share. These amounts were reflected in the condensed consolidated statements of equity for the three and nine months ended September 30, 2022, in the line item titled “redemption value adjustment - preferred stock.” The restatement also impacted note 10, which was restated in these condensed consolidated financial statements. The restatement had no impact on the Company’s condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2022 or the condensed consolidated statement of cash flows for the nine months ended September 30, 2022. Management evaluated the impact on other periods impacted by the error and determined it was immaterial.
The effect of correcting this misstatement resulted in a restatement of the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2022 as shown in the table below (amounts in thousands except per share amounts):
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | |||||||||||||||||||||||||||||||||||||
| As Originally Reported | Adjustment | As Restated | As Originally Reported | Adjustment | As Restated | |||||||||||||||||||||||||||||||||
| Condensed Consolidated Statement of Operations | ||||||||||||||||||||||||||||||||||||||
| Deemed dividend on redeemable preferred stock | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Income (loss) per share - basic: | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Income (loss) per share - diluted: | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||
18. Subsequent Events
Subsequent to September 30, 2022, the Company issued approximately 1.4 million shares of Series E Preferred Stock and received net proceeds of approximately $32.5 million and issued approximately 171,000 shares of Series M Preferred Stock and received net proceeds of approximately $4.1 million.
On October 31, 2022, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to acquire a 100 % interest in the 210 -room Four Seasons Resort Scottsdale at Troon North for $267.8 million in cash. As required by the Purchase Agreement, the Company has deposited $26.8 million into escrow pending the closing or termination of the Purchase Agreement. The acquisition is expected to close by December 31, 2022, subject to certain customary closing conditions.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, the references to “we,” “us,” “our,” the “Company” or “Braemar” refer to Braemar Hotels & Resorts Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Braemar Hospitality Limited Partnership, a Delaware limited partnership, which we refer to as “our operating partnership” or “Braemar OP.” “Our TRSs” refers to our taxable REIT subsidiaries, including Braemar TRS Corporation, a Delaware corporation, which we refer to as “Braemar TRS,” and its subsidiaries, together with the two taxable REIT subsidiaries that lease our two hotels held in a consolidated joint venture and are wholly-owned by the joint venture and the U.S. Virgin Islands’ (“USVI”) taxable REIT subsidiary that owns The Ritz-Carlton St. Thomas hotel. “Ashford Trust” refers to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership and Ashford Trust’s operating partnership, which we refer to as “Ashford Trust OP.” “Ashford Inc.” refers to Ashford Inc., a Nevada corporation and, as the context may require, its consolidated subsidiaries. “Ashford LLC” or our “advisor” refers to Ashford Hospitality Advisors LLC, a Delaware limited liability company and a subsidiary of Ashford Inc. “Premier” refers to Premier Project Management LLC, a Maryland limited liability company and a subsidiary of Ashford LLC. “Remington Hotels” refers to the same entity after the acquisition was completed resulting in Remington Lodging & Hospitality, LLC becoming a subsidiary of Ashford Inc.
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us, including Marriott International®, Hilton Worldwide®, Sofitel®, Hyatt® and Accor®.
FORWARD-LOOKING STATEMENTS
Throughout this Form 10-Q, we make forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature:
•our business and investment strategy;
•anticipated or expected purchases or sales of assets;
•our projected operating results;
•completion of any pending transactions;
•our understanding of our competition;
•projected capital expenditures; and
•the impact of technology on our operations and business.
Such forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities.
Additionally, the following factors could cause actual results to vary from our forward-looking statements:
•the factors discussed in our Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2022 (the “2021 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;” and other filings under the Exchange Act;
•changes in interest rates;
•macroeconomic conditions, such as a prolonged period of weak economic growth, and volatility in capital markets;
•extreme weather conditions may cause property damage or interrupt business;
•our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements;
•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;
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•availability, terms and deployment of capital;
•unanticipated increases in financing and other costs, including a rise in interest rates;
•changes in our industry and the markets 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 Internal Revenue Code of 1986, as amended (the “Code”) and related rules, regulations and interpretations governing the taxation of REITs;
•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; and
•future sales and issuances of our common stock or other securities might result in dilution and could cause the price of our common stock to decline.
When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our 2021 10-K and this Form 10-Q, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak and the numerous government travel restrictions imposed in response thereto. The extent to which COVID-19 impacts us will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Form 10-Q. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Form 10-Q to conform these statements to actual results and performance, except as may be required by applicable law.
Overview
We are a Maryland corporation formed in April 2013 that invests primarily in high revenue per available room (“RevPAR”), luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Two times the U.S. national average was $144 for the year ended December 31, 2021. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
We operate in the direct hotel investment segment of the hotel lodging industry. As of September 30, 2022, we owned interests in 15 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,971 total rooms, or 3,736 net rooms, excluding those attributable to our joint venture partner. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 13 of our hotel properties directly, and the remaining two hotel properties through an investment in a majority-owned consolidated entity.
We are advised by Ashford LLC, a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of September 30, 2022, Remington Hotels, a subsidiary of Ashford Inc., managed four of our 15 hotel properties. Third-party management companies managed the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology.
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Mr. Monty J. Bennett is chairman and chief executive officer of Ashford Inc. and, together with Mr. Archie Bennett, Jr., as of September 30, 2022, owned approximately 610,246 shares of Ashford Inc. common stock, which represented an approximate 19.6% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which was exercisable (at an exercise price of $117.50 per share) into an additional approximate 3,991,191 shares of Ashford Inc. common stock, which if exercised as of September 30, 2022 would have increased the Bennetts’ ownership interest in Ashford Inc. to 64.8% subject to applicable voting limitations; provided that prior to August 8, 2023, the voting power of the holders of the Ashford Inc. Series D Convertible Preferred Stock is limited to 40% of the combined voting power of all of the outstanding voting securities of the Ashford Inc. entitled to vote on any given matter. The 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts.
As of September 30, 2022, Mr. Monty J. Bennett, chairman of our board of directors and his father, Mr. Archie Bennett, Jr., together owned approximately 4,557,361 shares of our common stock (including common units, long-term incentive plan (“LTIP”) units and performance LTIP units), which represented an approximate 5.7% ownership in the Company.
Recent Developments
On April 15, 2022, Ashford Inc. and Ashford Hospitality Services, LLC, a subsidiary of Ashford Inc. (“Ashford Services”), agreed with Jeremy Welter, the Chief Operating Officer of Ashford Inc., that, effective on July 15, 2022, Mr. Welter would terminate employment with and service to Ashford Inc., Ashford Services and their affiliates. Mr. Welter was also the Chief Operating Officer of the Company and accordingly his service as Chief Operating Officer of the Company also ended on July 15, 2022.
On September 20, 2022, the Company made an additional investment in OpenKey of approximately $164,000.
In September 2022, given the recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of our board of directors approved the engagement of our Advisor to actively manage and invest the Company’s excess cash in short-term U.S. Treasury securities (the “Cash Management Strategy”). As consideration for the Advisor’s services under this engagement, the Company will pay the Advisor an annual fee equal to the lesser of (i) 20 basis points (0.20%) of the average daily balance of the Company’s excess cash invested by the Advisor and (ii) the actual rate of return realized by the Cash Management Strategy (the “Cash Management Fee”); provided that in no event will the Cash Management Fee be less than zero. The Cash Management Fee will be calculated and payable monthly in arrears. Investment of the Company’s excess cash pursuant to the Cash Management Strategy commenced in October 2022.
On October 31, 2022, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to acquire a 100% interest in the 210-room Four Seasons Resort Scottsdale at Troon North for $267.8 million in cash. As required by the Purchase Agreement, the Company has deposited $26.8 million into escrow pending the closing or termination of the Purchase Agreement. The acquisition is expected to close by December 31, 2022, subject to certain customary closing conditions.
Key Indicators of Operating Performance
We use a variety of operating and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:
•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
37
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.
RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in increased other operating department revenue and expense. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.
Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.
We also use funds from operations (“FFO”), Adjusted FFO, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) and Adjusted EBITDAre as measures of the operating performance of our business. See “Non-GAAP Financial Measures.”
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RESULTS OF OPERATIONS
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021 (in thousands except percentages):
| Three Months Ended September 30, | Favorable (Unfavorable) | ||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Rooms | $ | 104,503 | $ | 77,560 | $ | 26,943 | 34.7 | % | |||||||||||||||
| Food and beverage | 37,624 | 24,494 | 13,130 | 53.6 | |||||||||||||||||||
| Other | 19,062 | 14,123 | 4,939 | 35.0 | |||||||||||||||||||
| Total revenue | 161,189 | 116,177 | 45,012 | 38.7 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 25,424 | 17,072 | (8,352) | (48.9) | |||||||||||||||||||
| Food and beverage | 31,320 | 20,252 | (11,068) | (54.7) | |||||||||||||||||||
| Other expenses | 50,836 | 36,124 | (14,712) | (40.7) | |||||||||||||||||||
| Management fees | 5,116 | 3,595 | (1,521) | (42.3) | |||||||||||||||||||
| Total hotel operating expenses | 112,696 | 77,043 | (35,653) | (46.3) | |||||||||||||||||||
| Property taxes, insurance and other | 8,851 | 12,622 | 3,771 | 29.9 | |||||||||||||||||||
| Depreciation and amortization | 19,604 | 18,284 | (1,320) | (7.2) | |||||||||||||||||||
| Advisory services fee | 8,854 | 4,809 | (4,045) | (84.1) | |||||||||||||||||||
| Transaction costs | — | 275 | 275 | 100.0 | |||||||||||||||||||
| Corporate general and administrative | 8,075 | 2,094 | (5,981) | (285.6) | |||||||||||||||||||
| Total expenses | 158,080 | 115,127 | (42,953) | (37.3) | |||||||||||||||||||
| Operating income (loss) | 3,109 | 1,050 | 2,059 | 196.1 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (74) | (68) | (6) | (8.8) | |||||||||||||||||||
| Interest income | 745 | 13 | 732 | 5,630.8 | |||||||||||||||||||
| Other income (expense) | 27 | — | 27 | ||||||||||||||||||||
| Interest expense and amortization of loan costs | (14,490) | (8,364) | (6,126) | (73.2) | |||||||||||||||||||
| Write-off of loan costs and exit fees | (8) | (432) | 424 | 98.1 | |||||||||||||||||||
| Unrealized gain (loss) on derivatives | 2,403 | 142 | 2,261 | 1,592.3 | |||||||||||||||||||
| Income (loss) before income taxes | (8,288) | (7,659) | (629) | (8.2) | |||||||||||||||||||
| Income tax (expense) benefit | (95) | (560) | 465 | 83.0 | |||||||||||||||||||
| Net income (loss) | (8,383) | (8,219) | (164) | (2.0) | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | (823) | 450 | (1,273) | (282.9) | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,166 | 823 | 343 | 41.7 | |||||||||||||||||||
| Net income (loss) attributable to the Company | $ | (8,040) | $ | (6,946) | $ | (1,094) | (15.8) | % | |||||||||||||||
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All hotel properties owned for the three months ended September 30, 2022 and 2021 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the three months ended September 30, 2022 and 2021. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following acquisitions affect reporting comparability related to our condensed consolidated financial statements:
| Hotel Properties | Location | Type | Date | |||||||||||||||||
| Mr. C Beverly Hills Hotel | Los Angeles, CA | Acquisition | August 5, 2021 | |||||||||||||||||
| The Ritz-Carlton Reserve Dorado Beach | Dorado, Puerto Rico | Acquisition | March 11, 2022 | |||||||||||||||||
The following table illustrates the key performance indicators of all hotel properties owned for the periods indicated:
| Three Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Occupancy | 71.50 | % | 61.64 | % | |||||||
| ADR (average daily rate) | $ | 398.16 | $ | 357.99 | |||||||
| RevPAR (revenue per available room) | $ | 284.69 | $ | 220.66 | |||||||
| Rooms revenue (in thousands) | $ | 104,503 | $ | 77,560 | |||||||
| Total hotel revenue (in thousands) | $ | 161,189 | $ | 116,177 | |||||||
The following table illustrates the key performance indicators of the 13 hotel properties that were included for the full three months ended September 30, 2022 and 2021:
| Three Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Occupancy | 71.79 | % | 61.81 | % | |||||||
| ADR (average daily rate) | $ | 375.77 | $ | 358.25 | |||||||
| RevPAR (revenue per available room) | $ | 269.76 | $ | 221.43 | |||||||
| Rooms revenue (in thousands) | $ | 92,842 | $ | 76,027 | |||||||
| Total hotel revenue (in thousands) | $ | 141,965 | $ | 113,905 | |||||||
Net Income (Loss) Attributable to the Company. Net loss attributable to the Company increased $1.1 million, from a net loss of $6.9 million for the three months ended September 30, 2021 (the “2021 quarter”) to $8.0 million for the three months ended September 30, 2022 (the “2022 quarter”), as a result of the factors discussed below.
Rooms Revenue. Rooms revenue increased $26.9 million, or 34.7%, to $104.5 million during the 2022 quarter compared to the 2021 quarter. During the 2022 quarter, we experienced a 986 basis point increase in occupancy and a 11.2% increase in room rates. The increase in rooms revenue is primarily due to the hotel properties recovering from the COVID-19 pandemic as well as increases of $1.9 million and $8.2 million associated with the acquisitions of the Mr. C Beverly Hills Hotel on August 5, 2021 and The Ritz-Carlton Reserve Dorado Beach on March 11, 2022, respectively.
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Fluctuations in rooms revenue between the 2022 quarter and the 2021 quarter are a result of the changes in occupancy and ADR between the 2022 quarter and the 2021 quarter as reflected in the table below (dollars in thousands):
| Hotel Property | Favorable (Unfavorable) | ||||||||||||||||
| Rooms Revenue | Occupancy (change in bps) | ADR (change in %) | |||||||||||||||
| Comparable | |||||||||||||||||
| Capital Hilton | $ | 5,269 | 4,080 | 38.0 | % | ||||||||||||
Marriott Seattle Waterfront (1) | 1,333 | (1,140) | 39.3 | % | |||||||||||||
| The Notary Hotel | 2,113 | 1,361 | 18.7 | % | |||||||||||||
| The Clancy | 4,476 | 751 | 69.3 | % | |||||||||||||
| Sofitel Chicago Magnificent Mile | 2,932 | 1,470 | 26.1 | % | |||||||||||||
| Pier House Resort & Spa | (476) | (237) | (5.3) | % | |||||||||||||
| The Ritz-Carlton St. Thomas | (1,715) | (594) | (6.7) | % | |||||||||||||
| Park Hyatt Beaver Creek Resort & Spa | 90 | (547) | 10.4 | % | |||||||||||||
| Hotel Yountville | (196) | (905) | 9.9 | % | |||||||||||||
| The Ritz-Carlton Sarasota | 219 | 33 | (0.4) | % | |||||||||||||
| Hilton La Jolla Torrey Pines | 2,761 | 1,384 | 21.8 | % | |||||||||||||
| Bardessono Hotel and Spa | (1,012) | (1,386) | 2.0 | % | |||||||||||||
| The Ritz-Carlton Lake Tahoe | 1,021 | 851 | 1.8 | % | |||||||||||||
| Total | $ | 16,815 | 998 | 4.9 | % | ||||||||||||
| Non-comparable | |||||||||||||||||
| Mr. C Beverly Hills Hotel | $ | 1,938 | 2,128 | 0.8 | % | ||||||||||||
| The Ritz-Carlton Reserve Dorado Beach | 8,190 | n/a | n/a | ||||||||||||||
| Total | $ | 10,128 | |||||||||||||||
________
(1)This hotel was under renovation during the 2022 quarter.
Food and Beverage Revenue. Food and beverage revenue increased $13.1 million, or 53.6%, to $37.6 million during the 2022 quarter compared to the 2021 quarter. This increase is attributable to an aggregate increase at ten comparable hotel properties of $9.3 million as they are recovering from the COVID-19 pandemic, as well as an increase of $536,000 resulting from the acquisition of the Mr. C Beverly Hills Hotel on August 5, 2021 and $3.7 million with the acquisition of The Ritz-Carlton Reserve Dorado Beach on March 11, 2022, respectively. These increases were partially offset by an aggregate decrease of $398,000 at The Ritz-Carlton, St. Thomas, Hotel Yountville and Bardessono Hotel and Spa.
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals and business interruption revenue, increased $4.9 million, or 35.0%, to $19.1 million during the 2022 quarter compared to the 2021 quarter. The increase is attributable to an aggregate increase in other hotel revenue of $2.5 million at 11 comparable hotel properties and increases of $166,000 and $2.5 million at the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach, respectively, partially offset by an aggregate decrease of $197,000 at the Marriott Seattle Waterfront and Park Hyatt Beaver Creek Resort & Spa.
Rooms Expense. Rooms expense increased $8.4 million, or 48.9%, to $25.4 million in the 2022 quarter compared to the 2021 quarter. This increase is primarily attributable to an aggregate increase of $5.6 million at 11 comparable hotel properties as they are recovering from the COVID-19 pandemic and increases of $601,000 and $2.5 million at the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach, respectively, partially offset by a decrease of $270,000 at The Ritz-Carlton St. Thomas and Bardessono Hotel and Spa.
Food and Beverage Expense. Food and beverage expense increased $11.1 million, or 54.7%, to $31.3 million during the 2022 quarter compared to the 2021 quarter. This increase is attributable to an aggregate increase of $6.9 million at ten comparable hotel properties and an increase of $615,000 and $3.7 million at the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach, respectively, partially offset by a decrease of $158,000 at The Ritz-Carlton St. Thomas, Hotel Yountville and Bardessono Hotel and Spa.
Other Operating Expenses. Other operating expenses increased $14.7 million, or 40.7%, to $50.8 million in the 2022 quarter compared to the 2021 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
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We experienced an increase of $1.7 million in direct expenses and $13.0 million in indirect expenses and incentive management fees in the 2022 quarter as compared to the 2021 quarter as the hotel properties are recovering from the COVID-19 pandemic. Direct expenses were 4.2% of total hotel revenue in the 2022 quarter and 4.4% in the 2021 quarter. The increase in direct expenses is primarily attributable to higher occupancy levels at all of our comparable hotel properties as they are recovering from the COVID-19 pandemic and an increase of approximately $1,000 and $1.4 million at the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach, respectively.
The increase in indirect expenses comprises increases in: (i) general and administrative costs of $5.6 million comprising an increase of $3.1 million at our 13 comparable hotel properties and $2.5 million at the two acquired hotel properties; (ii) marketing costs of $3.5 million comprising an increase of $2.5 million at our 13 comparable hotel properties and $1.0 million at the two acquired hotel properties; (iii) repairs and maintenance of $1.7 million, comprising an increase of $594,000 at our 13 comparable hotel properties and $1.2 million at the two acquired hotel properties; (iv) lease expense of $424,000 comprising an increase of $341,000 at our 13 comparable hotel properties and $83,000 at the two acquired hotel properties; and (v) energy costs of $2.0 million comprising an increase of $962,000 at our 13 comparable hotel properties and $1.0 million at the two acquired hotel properties. The increases are partially offset by decreases in incentive management fees of $183,000.
Management Fees. Base management fees increased $1.5 million, or 42.3%, to $5.1 million in the 2022 quarter compared to the 2021 quarter. Base management fees increased $1.1 million at nine comparable hotel properties and $525,000 at the two acquired hotel properties, partially offset by an aggregate decrease of $101,000 at Pier House Resort & Spa, Bardessono Hotel and Spa, Hotel Yountville and The Ritz-Carlton St. Thomas.
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $3.8 million, or 29.9%, to $8.9 million in the 2022 quarter compared to the 2021 quarter. The decrease is mainly composed of an aggregate decrease of approximately $5.3 million at four hotel properties, including a $2.9 million and $2.2 million decrease at the Sofitel Chicago Magnificent Mile and Marriott Seattle Waterfront, respectively, due to lower property tax assessments. The decrease is partially offset by an aggregate increase of $812,000 at nine comparable hotel properties as well as increases of $126,000 at the Mr. C Beverly Hills Hotel and $636,000 at The Ritz-Carlton Reserve Dorado Beach as a result of their acquisitions.
Depreciation and Amortization. Depreciation and amortization increased $1.3 million, or 7.2%, to $19.6 million in the 2022 quarter compared to the 2021 quarter. The increase comprised $240,000 at the Mr. C Beverly Hills Hotel and $1.6 million at The Ritz-Carlton Reserve Dorado Beach as a result of their acquisitions and an aggregate increase of $751,000 at Capital Hilton, Park Hyatt Beaver Creek Resort & Spa, Marriott Seattle Waterfront, The Ritz-Carlton St. Thomas and The Ritz-Carlton Lake Tahoe. These increases were partially offset by an aggregate decrease of $1.3 million at eight comparable hotel properties primarily due to fully depreciated assets.
Advisory Services Fee. Advisory services fee increased $4.0 million, or 84.1%, to $8.9 million in the 2022 quarter compared to the 2021 quarter due to increases in the base advisory fee of $511,000, reimbursable expenses of $497,000, equity-based compensation of $352,000, and incentive fee of $2.7 million.
In the 2022 quarter, we recorded an advisory services fee of $8.9 million, which included a base advisory fee of $3.3 million, reimbursable expenses of $1.2 million, $3.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and incentive fee of $1.0 million.
In the 2021 quarter, we recorded an advisory services fee of $4.8 million, which included a base advisory fee of $2.8 million, reimbursable expenses of $694,000, $3.0 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and a credit to incentive fee of $1.6 million.
Transaction Costs. In the 2021 quarter, we recognized transactions costs of $275,000 associated with the acquisition of the Mr. C Beverly Hills Hotel. There were no transaction costs in the 2022 quarter.
Corporate General and Administrative. Corporate general and administrative expense was $8.1 million in the 2022 quarter and $2.1 million in the 2021 quarter. The increase in corporate general and administrative expense is due to higher professional fees of $632,000, higher reimbursed operating expenses of Ashford Securities of $4.9 million, and higher miscellaneous expenses of $530,000, partially offset by a decrease of $60,000 in public company costs. During the third quarter of 2022, the funding estimate to Ashford Securities was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities that resulted in additional expense of approximately $5.2 million.
Equity in Earnings (Loss) of Unconsolidated Entity. In the 2022 quarter and 2021 quarter, we recorded equity in loss of unconsolidated entity of $74,000 and $68,000, respectively, related to our investment in OpenKey.
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Interest Income. Interest income was $745,000 and $13,000 in 2022 quarter and 2021 quarter, respectively. The increase in interest income was primarily related to bank account interest resulting from higher cash balances and higher interest rates in the 2022 quarter compared to the 2021 quarter.
Other Income (Expense). Other income was $27,000 in the 2022 quarter compared to $0 in the 2021 quarter. In 2022 quarter, we recorded income of $27,000 related to payments from counterparties on interest rate caps.
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs increased $6.1 million, or 73.2%, to $14.5 million in the 2022 quarter compared to the 2021 quarter. The increase is primarily due to higher interest expense from a higher average LIBOR rate, as well as higher interest expense from our Convertible Senior Notes and the mortgage loans associated with the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach acquisitions. The average LIBOR rates in the 2022 quarter and the 2021 quarter were 2.47% and 0.09%, respectively.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $8,000 in the 2022 quarter, primarily related to the mortgage loan extension of The Ritz-Carlton St. Thomas.
Write-off of loan costs and exit fees was $432,000 in the 2021 quarter, primarily associated with the $419,000 write-off of loan costs upon the $20 million pay-down of the mortgage loan assumed with the Mr. C Beverly Hills Hotel acquisition.
Unrealized Gain (Loss) on Derivatives. Unrealized gain on derivatives of $2.4 million in the 2022 quarter consisted of an unrealized gain of approximately $265,000 on warrants and approximately $2.1 million on interest rate caps.
Unrealized gain on derivatives of $142,000 in the 2021 quarter consisted of an unrealized gain of approximately $190,000 on warrants, partially offset by an unrealized loss of approximately $48,000 on interest rate caps.
Income Tax (Expense) Benefit. Income tax expense decreased $465,000, from $560,000 in the 2021 quarter to $95,000 in the 2022 quarter. This decrease was primarily due to the decrease in the profitability of our TRS entities in the 2022 quarter compared to the 2021 quarter.
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partner in consolidated entities was allocated income of $823,000 and a loss of $450,000 in the 2022 quarter and the 2021 quarter, respectively. At both September 30, 2022 and 2020, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net loss of $1.2 million and $823,000 in the 2022 quarter and the 2021 quarter, respectively. Redeemable noncontrolling interests in Braemar OP represented ownership interests of 7.66% and 8.35% as of September 30, 2022 and 2021, respectively.
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Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 (in thousands except percentages):
| Nine Months Ended September 30, | Favorable (Unfavorable) | ||||||||||||||||||||||
| 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Rooms | $ | 322,222 | $ | 195,720 | $ | 126,502 | 64.6 | % | |||||||||||||||
| Food and beverage | 116,600 | 60,976 | 55,624 | 91.2 | |||||||||||||||||||
| Other | 59,141 | 40,439 | 18,702 | 46.2 | |||||||||||||||||||
| Total hotel revenue | 497,963 | 297,135 | 200,828 | 67.6 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 69,742 | 41,569 | (28,173) | (67.8) | |||||||||||||||||||
| Food and beverage | 91,242 | 50,526 | (40,716) | (80.6) | |||||||||||||||||||
| Other expenses | 149,130 | 98,143 | (50,987) | (52.0) | |||||||||||||||||||
| Management fees | 14,802 | 9,079 | (5,723) | (63.0) | |||||||||||||||||||
| Total hotel operating expenses | 324,916 | 199,317 | (125,599) | (63.0) | |||||||||||||||||||
| Property taxes, insurance and other | 22,731 | 27,076 | 4,345 | 16.0 | |||||||||||||||||||
| Depreciation and amortization | 57,616 | 54,881 | (2,735) | (5.0) | |||||||||||||||||||
| Advisory services fee | 22,481 | 16,343 | (6,138) | (37.6) | |||||||||||||||||||
| (Gain) loss on legal settlements | (114) | (989) | (875) | (88.5) | |||||||||||||||||||
| Transaction costs | — | 571 | 571 | 100.0 | |||||||||||||||||||
| Corporate general and administrative | 14,008 | 6,077 | (7,931) | (130.5) | |||||||||||||||||||
| Total expenses | 441,638 | 303,276 | (138,362) | (45.6) | |||||||||||||||||||
| Gain (loss) on insurance settlement and disposition of assets | — | 696 | (696) | (100.0) | |||||||||||||||||||
| Operating income (loss) | 56,325 | (5,445) | 61,770 | 1,134.4 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (220) | (198) | (22) | (11.1) | |||||||||||||||||||
| Interest income | 932 | 34 | 898 | 2,641.2 | |||||||||||||||||||
| Other income (expense) | 27 | — | 27 | ||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | (33,293) | (22,346) | (10,947) | (49.0) | |||||||||||||||||||
| Write-off of loan costs and exit fees | (106) | (1,960) | 1,854 | 94.6 | |||||||||||||||||||
| Unrealized gain (loss) on derivatives | 4,019 | 64 | 3,955 | 6,179.7 | |||||||||||||||||||
| Income (loss) before income taxes | 27,684 | (29,851) | 57,535 | 192.7 | |||||||||||||||||||
| Income tax (expense) benefit | (3,783) | (766) | (3,017) | (393.9) | |||||||||||||||||||
| Net income (loss) | 23,901 | (30,617) | 54,518 | 178.1 | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | (2,265) | 2,546 | (4,811) | (189.0) | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (647) | 3,184 | (3,831) | (120.3) | |||||||||||||||||||
| Net income (loss) attributable to the Company | $ | 20,989 | $ | (24,887) | $ | 45,876 | 184.3 | % | |||||||||||||||
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All hotel properties owned for the nine months ended September 30, 2022 and 2021 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the nine months ended September 30, 2022 and 2021. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following acquisitions affect reporting comparability related to our condensed consolidated financial statements:
| Hotel Properties | Location | Type | Date | |||||||||||||||||
| Mr. C Beverly Hills Hotel | Los Angeles, California | Acquisition | August 5, 2021 | |||||||||||||||||
| The Ritz-Carlton Reserve Dorado Beach | Dorado, Puerto Rico | Acquisition | March 11, 2022 | |||||||||||||||||
The following table illustrates the key performance indicators of all hotel properties for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Occupancy | 66.00 | % | 49.46 | % | |||||||
| ADR (average daily rate) | $ | 451.01 | $ | 385.28 | |||||||
| RevPAR (revenue per available room) | $ | 297.66 | $ | 190.58 | |||||||
| Rooms revenue (in thousands) | $ | 322,222 | $ | 195,720 | |||||||
| Total hotel revenue (in thousands) | $ | 497,963 | $ | 297,135 | |||||||
The following table illustrates the key performance indicators of the 13 hotel properties that were included for the full nine months ended September 30, 2022 and 2021:
| Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Occupancy | 65.79 | % | 49.42 | % | |||||||
| ADR (average daily rate) | $ | 426.10 | $ | 385.63 | |||||||
| RevPAR (revenue per available room) | $ | 280.33 | $ | 190.60 | |||||||
| Rooms revenue (in thousands) | $ | 286,455 | $ | 194,187 | |||||||
| Total hotel revenue (in thousands) | $ | 441,791 | $ | 294,863 | |||||||
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $45.9 million, from a net loss of $24.9 million for the nine months ended September 30, 2021 (the “2021 period”), to net income of $21.0 million for the nine months ended September 30, 2022 (the “2022 period”), as a result of the factors discussed below.
Rooms Revenue. Rooms revenue increased $126.5 million, or 64.6%, to $322.2 million during the 2022 period compared to the 2021 period. During the 2022 period, we experienced a 1,654 basis point increase in occupancy and a 17.1% increase in room rates compared to the 2021 period. The increase in rooms revenue is due to the hotel properties recovering from the COVID-19 pandemic as well as an increase of $8.6 million associated with the acquisition of the Mr. C Beverly Hills Hotel on August 5, 2021 and $25.6 million with the acquisition of The Ritz-Carlton Reserve Dorado Beach on March 11, 2022, respectively.
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Fluctuations in rooms revenue between the 2022 period and the 2021 period are a result of the changes in occupancy and ADR between the 2022 period and the 2021 period as reflected in the table below (dollars in thousands):
| Hotel Property | Favorable (Unfavorable) | |||||||||||||||||||
| Rooms Revenue | Occupancy (change in bps) | ADR (change in %) | ||||||||||||||||||
| Comparable | ||||||||||||||||||||
| Capital Hilton | $ | 15,633 | 3,654 | 55.4 | % | |||||||||||||||
Marriott Seattle Waterfront (1) | 5,434 | 758 | 29.2 | % | ||||||||||||||||
| The Notary Hotel | 7,689 | 2,065 | 23.7 | % | ||||||||||||||||
The Clancy | 14,997 | 2,166 | 84.0 | % | ||||||||||||||||
| Sofitel Chicago Magnificent Mile | 8,859 | 2,301 | 24.2 | % | ||||||||||||||||
| Pier House Resort & Spa | 3,625 | (543) | 28.4 | % | ||||||||||||||||
| The Ritz-Carlton St. Thomas | 4,249 | (252) | 13.9 | % | ||||||||||||||||
| Park Hyatt Beaver Creek Resort & Spa | 6,639 | 686 | 38.3 | % | ||||||||||||||||
| Hotel Yountville | 1,798 | (386) | 28.5 | % | ||||||||||||||||
| The Ritz-Carlton Sarasota | 6,605 | 63 | 17.1 | % | ||||||||||||||||
| Hilton La Jolla Torrey Pines | 9,749 | 2,374 | 26.9 | % | ||||||||||||||||
| Bardessono Hotel and Spa | 1,629 | (185) | 15.7 | % | ||||||||||||||||
| The Ritz-Carlton Lake Tahoe | 5,362 | 142 | 28.4 | % | ||||||||||||||||
| Total | $ | 92,268 | 1,637 | 10.5 | % | |||||||||||||||
| Non-comparable | ||||||||||||||||||||
| Mr. C Beverly Hills Hotel | $ | 8,641 | 1,920 | 2.4 | % | |||||||||||||||
| The Ritz-Carlton Reserve Dorado Beach | $ | 25,593 | n/a | n/a | ||||||||||||||||
| Total | $ | 34,234 | ||||||||||||||||||
________
(1)This hotel was under renovation during the 2022 period.
Food and Beverage Revenue. Food and beverage revenue increased $55.6 million, or 91.2%, to $116.6 million during the 2022 period compared to the 2021 period. This increase is primarily driven by the recovery from the COVID-19 pandemic. We experienced an aggregate increase in food and beverage revenue of $43.0 million at 13 comparable hotel properties as well as increases of $3.1 million and $9.5 million at the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach, respectively.
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking, rentals and business interruption revenue, increased $18.7 million, or 46.2%, to $59.1 million during the 2022 period compared to the 2021 period.
The increase is attributable to higher other hotel revenue of $11.7 million at 12 comparable hotel properties and an increase of $813,000 at the Mr. C Beverly Hills Hotel and $6.3 million at The Ritz-Carlton Reserve Dorado Beach, partially offset by a decrease of $36,000 at Marriott Seattle Waterfront.
Rooms Expense. Rooms expense increased $28.2 million, or 67.8%, to $69.7 million in the 2022 period compared to the 2021 period. The increase is attributable to an aggregate increase in rooms expense of $19.8 million at 13 comparable hotel properties due to the hotel properties recovering from the COVID-19 pandemic and increases of $2.4 million at the Mr. C Beverly Hills Hotel and $5.9 million at The Ritz-Carlton Reserve Dorado Beach.
Food and Beverage Expense. Food and beverage expense increased $40.7 million, or 80.6%, to $91.2 million during the 2022 period compared to the 2021 period.
The increase is attributable to an aggregate increase of $29.4 million at 13 comparable hotel properties and increases of $2.8 million at the Mr. C Beverly Hills Hotel and $8.5 million at The Ritz-Carlton Reserve Dorado Beach.
Other Operating Expenses. Other operating expenses increased $51.0 million, or 52.0%, to $149.1 million in the 2022 period compared to the 2021 period. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees. We experienced an increase of $5.8 million in direct expenses and $45.2 million in indirect expenses and incentive management fees in the 2022 period compared to the 2021 period.
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Direct expenses were 4.2% of total hotel revenue in the 2022 period and 5.1% in the 2021 period. The increase in direct expenses is associated with higher direct expenses at our comparable hotel properties as they are recovering from the COVID-19 pandemic, as well as an increase of $59,000 at the Mr. C Beverly Hills Hotel and $3.5 million at The Ritz-Carlton Reserve Dorado Beach.
The increase in indirect expenses is attributable to increases in (i) general and administrative costs of $17.9 million comprising an increase of $11.5 million at our 13 comparable hotel properties and $6.3 million at the two acquired hotel properties; (ii) marketing costs of $12.3 million comprising an increase of $9.5 million at our 13 comparable hotel properties and $2.9 million at the two acquired hotel properties; (iii) repairs and maintenance of $5.1 million comprising an increase of $2.5 million at our 13 comparable hotel properties and $2.6 million at the two acquired hotel properties; (iv) lease expense of $1.2 million comprising an increase of $1.0 million at our 13 comparable hotel properties and $202,000 at the two acquired hotel properties; (v) energy costs of $4.9 million comprised of an increase of $2.5 million at our 13 comparable hotel properties and $2.4 million at the two acquired hotel properties; and (vi) incentive management fees of $3.8 million comprising an increase of $3.4 million at our 13 comparable hotel properties and $396,000 at the two acquired hotel properties.
Management Fees. Base management fees increased $5.7 million, or 63.0%, to $14.8 million in the 2022 period compared to the 2021 period. Management fees increased approximately $4.5 million at 12 of our comparable hotel properties, $372,000 at the Mr. C Beverly Hills Hotel and $1.3 million at The Ritz-Carlton Reserve Dorado Beach. These increases were partially offset by a decrease of $502,000 at the Sofitel Chicago Magnificent Mile primarily as a result of a legal settlement with Accor. See Item 1. “Legal Proceedings.”
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $4.3 million, or 16.0%, to $22.7 million in the 2022 period compared to the 2021 period. The decrease is mainly resulted from an aggregate decrease of $7.7 million at six hotel properties, including a $4.1 million and $2.4 million decrease at the Sofitel Chicago Magnificent Mile and Marriott Seattle Waterfront, respectively, due to lower property tax assessments. The decrease is partially offset by increases of $784,000 at the Mr. C Beverly Hills Hotel and $1.4 million at The Ritz-Carlton Reserve Dorado Beach as a result of their acquisitions, as well as an aggregate increase of approximately $1.1 million at seven hotel properties.
Depreciation and Amortization. Depreciation and amortization increased $2.7 million, or 5.0%, to $57.6 million for the 2022 period compared to the 2021 period. The increase comprised $1.5 million at the Mr. C Beverly Hills Hotel and $3.5 million at The Ritz-Carlton Reserve Dorado Beach as a result of their acquisitions as well as an aggregate increase of $1.7 million at the Park Hyatt Beaver Creek Resort & Spa, Marriott Seattle Waterfront, The Ritz-Carlton St. Thomas and The Ritz-Carlton Lake Tahoe. These increases were partially offset by an aggregate decrease of $3.9 million at nine comparable hotel properties primarily due to fully depreciated assets.
Advisory Services Fee. Advisory services fee increased $6.1 million, or 37.6%, to $22.5 million in the 2022 period compared to the 2021 period due to increases in the base advisory fee of $1.5 million, reimbursable expenses of $1.8 million, equity-based compensation of $1.6 million, and incentive fee of $1.3 million.
In the 2022 period, we recorded an advisory services fee of $22.5 million, which included a base advisory fee of $9.4 million, reimbursable expenses of $3.5 million, $8.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $1.3 million.
In the 2021 period, we recorded an advisory services fee of $16.3 million, which included a base advisory fee of $8.0 million, reimbursable expenses of $1.7 million and $6.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
(Gain) loss on legal settlements. In the 2021 period, we recognized a gain of $800,000 related to the settlement of a transfer tax matter with the City of San Francisco and $189,000 related to a billing dispute. During the 2022 period, the Company received an additional payment of approximately $114,000 related to accrued interest on the initial settlement amount associated with the City of San Francisco transfer tax matter.
Transaction costs. In the 2021 period, we recognized $571,000 of transaction costs associated with the acquisition of the Mr. C Beverly Hills Hotel that closed on August 5, 2021. There were no transaction costs in the 2022 period.
Corporate General and Administrative. Corporate general and administrative expense was $14.0 million in the 2022 period and $6.1 million in the 2021 period. The increase in corporate general and administrative expenses is primarily due to higher professional fees of $1.4 million, higher public company costs of $287,000, higher reimbursed operating expenses of Ashford Securities of $5.2 million and higher miscellaneous expenses of $1.0 million. During the third quarter of 2022, the funding estimate to Ashford Securities was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities that resulted in additional expense of approximately $5.2 million.
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Gain (loss) on Insurance Settlement and Disposition of Assets. In the 2021 period, we recognized a gain of $481,000 associated with proceeds received from an insurance claim and a gain of $18,000 upon disposition of certain fixed assets as well as a gain of $197,000 associated with the sale of certain ERFP assets to Ashford Inc. There was no such gain (loss) in the 2022 period.
Equity in Earnings (Loss) of Unconsolidated Entity. In the 2022 period and the 2021 period, we recorded equity in loss of unconsolidated entity of $220,000 and $198,000, respectively, related to our investment in OpenKey.
Other Income (Expense). Other income was $27,000 in the 2022 period compared to $0 in the 2021 period. In the 2022 period, we recorded income of $27,000 related to payments from counterparties on interest rate caps.
Interest Income. Interest income was $932,000 and $34,000 in the 2022 period and the 2021 period, respectively. The increase in interest income was primarily related to higher cash balances and higher interest rates in the 2022 period compared to the 2021 period.
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs increased $10.9 million, or 49.0%, to $33.3 million for the 2022 period compared to the 2021 period. The increase is primarily due to higher interest expense from a higher average LIBOR rate, as well as higher interest expense from our Convertible Senior Notes and the mortgage loans associated with the Mr. C Beverly Hills Hotel and The Ritz-Carlton Reserve Dorado Beach acquisitions. The average LIBOR rates for the 2022 period and the 2021 period were 0.62% and 0.10%, respectively.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $106,000 in the 2022 period primarily resulting from the refinance of the Park Hyatt Beaver Creek Resort & Spa in February 2022, the acquisition of The Ritz-Carlton Reserve Dorado Beach and the mortgage loan extension of The Ritz-Carlton St. Thomas.
Write-off of loan costs and exit fees was $2.0 million in the 2021 period, primarily associated with a $1.2 million write-off of unamortized loan costs upon the payoff of our secured term loan payoff and $351,000 from several amendments executed with various lenders, which included deferral of debt service payments and allowed the use of reserves for property-level operating shortfalls and/or to cover debt service payments. Third-party fees incurred in conjunction with these amendments, totaling $351,000, were expensed in accordance with applicable accounting guidance. In addition, there was approximately a $419,000 write-off of loan costs upon the $20 million pay-down of the mortgage loan assumed with the acquisition of the Mr. C Beverly Hills Hotel.
Unrealized Gain (Loss) on Derivatives. Unrealized gain on derivatives of $4.0 million for the 2022 period consisted of an unrealized gain of approximately $3.0 million on interest rate caps, and approximately $995,000 on warrants.
Unrealized gain on derivatives of $64,000 for the 2021 period consisted of an unrealized gain of approximately $190,000 on warrants, partially offset by an unrealized loss of approximately $126,000 on interest rate caps.
Income Tax (Expense) Benefit. Income tax expense increased $3.0 million, from $766,000 in the 2021 period to $3.8 million in the 2022 period. This increase was primarily due to an increase in the profitability of our TRS entities in the 2022 period compared to the 2021 period.
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partner in consolidated entities was allocated income of $2.3 million and a loss of $2.5 million for the 2022 period and the 2021 period, respectively. At both September 30, 2022 and 2021, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net income of $647,000 in the 2022 period and a net loss of $3.2 million in the 2021 period. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 7.66% and 8.35% as of September 30, 2022 and 2021, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:
•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;
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•dividends on our common stock;
•dividends on our preferred stock; and
•capital expenditures to improve our hotel properties.
We expect to meet our short-term liquidity requirements generally through net cash provided by operations, capital market activities and existing cash balances.
Pursuant to the advisory agreement between us and our advisor, we must pay our advisor on a monthly basis a base advisory fee, subject to a minimum base advisory fee. The minimum base advisory fee is equal to the greater of: (i) 90% of the base fee paid for the same month in the prior fiscal year; and (ii) 1/12th of the “G&A Ratio” for the most recently completed fiscal quarter multiplied by our total market capitalization on the last balance sheet date included in the most recent quarterly report on Form 10-Q or annual report on Form 10-K that we file with the SEC. Thus, even if our total market capitalization and performance decline, we will still be required to make payments to our advisor equal to the minimum base advisory fee, which could adversely impact our liquidity and financial condition.
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotel properties and redevelopments, renovations, expansions and other capital expenditures that need to be made periodically with respect to our hotel properties and scheduled debt payments. We expect to meet our long-term liquidity requirements through various sources of capital, including future common and preferred equity issuances, existing working capital, net cash provided by operations, hotel mortgage indebtedness and other secured and unsecured borrowings. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, including the current and ongoing effects of COVID-19 on our business and the hotel industry, the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs, our operating performance and liquidity and market perceptions about us. The success of our business strategy will depend, in part, on our ability to access these various capital sources. While management cannot provide any assurances, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes.
Our hotel properties will require periodic capital expenditures and renovation to remain competitive. In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays. We may not be able to fund such capital improvements solely from net cash provided by operations because we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gains, to qualify and maintain our qualification as a REIT, and we are subject to tax on any retained income and gains. As a result, our ability to fund capital expenditures, acquisitions or hotel redevelopment through retained earnings is very limited. Consequently, we expect to rely heavily upon the availability of debt or equity capital for these purposes. If we are unable to obtain the necessary capital on favorable terms, or at all, our financial condition, liquidity, results of operations and prospects could be materially and adversely affected.
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotel properties decline. When these provisions are triggered, substantially all of the profit generated by the hotel properties securing such loan is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. This could affect our liquidity and our ability to make distributions to our stockholders until such time that a cash trap is no longer in effect for such loan. These cash trap provisions have been triggered on some of our mortgage loans, as discussed above. Our loans may remain subject to cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of September 30, 2022, our $435 million mortgage loan was in a cash trap and approximately $139,000 of our restricted cash was subject to this cash trap.
Equity Transactions
On December 5, 2017, our board of directors approved the stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share and preferred stock having an aggregate value of up to $50 million. The board of directors’ authorization replaced any previous repurchase authorizations. No shares were repurchased during the nine months ended September 30, 2022, pursuant to this authorization.
On December 11, 2017, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our common stock having an aggregate offering price of up to $50.0 million. Sales of shares of our common stock, if
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any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the NYSE, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our common stock sold through such sales agent. On July 7, 2020, we entered into a side letter (the “Side Letter”) with the sales agents pursuant to which we agreed to pay all reasonable documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel incurred by the sales agents, in connection with the ongoing services contemplated by the equity distribution agreements (subject to a $75,000 cap on certain expenses incurred in June 2020). Pursuant to the Side Letter, the sales agents have agreed to reimburse us for up to $50,000 of such expenses, if the sales agents offer and sell an amount of our common stock with an aggregate offering price of $15,000,000, and have agreed to reimburse us for up to an additional $50,000 of such expenses, provided the sales agents offer and sell an amount of our common stock with an aggregate offering price of $30,000,000. As of November 3, 2022, the Company has sold approximately 7.4 million shares of common stock and received gross proceeds of approximately $30.8 million under this program.
On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The registration statement became effective on February 21, 2020, and contemplates the issuance and sale of up to 20,000,000 shares of Series E Preferred Stock or Series M Preferred Stock in a primary offering and up to 8,000,000 shares of Series E Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan. On February 25, 2020, we filed our prospectus with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager and wholesaler of the Series E Preferred Stock and Series M Preferred Stock. On April 2, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles supplementary to the Company’s Articles of Amendment and Restatement that provided for: (i) reclassifying the existing 28,000,000 shares of Series E Preferred Stock and 28,000,000 shares of Series M Preferred Stock as unissued shares of preferred stock; (ii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series E Preferred Stock (the “Series E Articles Supplementary”); and (iii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series M Preferred Stock (the “Series M Articles Supplementary”). The Series E Articles Supplementary and Series M Articles Supplementary were filed to revise the preferred stock terms related to the dividend rate, our optional redemption right and certain other voting rights. The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary. As of November 3, 2022, the Company has issued approximately 10.3 million shares of Series E Preferred Stock and received net proceeds of approximately $231.8 million and issued approximately 1.2 million shares of Series M Preferred Stock and received net proceeds of approximately $30.1 million. The Company also issued approximately 33,000 shares of Series E Preferred Stock and approximately 1,200 shares of Series M Preferred Stock, respectively, pursuant to the dividend reinvestment plan.
On February 4, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company will be able to sell up to 7,780,786 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on February 4, 2021, and terminating on the earliest of (i) the first day of the month next following the 36-month anniversary of the SEDA or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” means the lowest daily VWAP of the Company’s common stock during the five consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours.
At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company may deliver an Advance Notice for an initial Advance for up to 1,200,000 Advance Shares (the “Initial Advance”). The preliminary purchase price per share for such shares shall be 100% of the average daily VWAP for the five consecutive trading days immediately prior to the date of the Advance Notice.
Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any
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additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $10,000 structuring fee. As of November 3, 2022, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $10.0 million under the SEDA.
On April 21, 2021, the Company entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may issue or sell to Lincoln Park up to 8,893,565 shares of the Company’s common stock from time to time during the term of the Lincoln Park Purchase Agreement. The issuance of the shares of common stock pursuant to the Lincoln Park Purchase Agreement has been registered pursuant to the Company’s shelf registration statement on Form S-3 (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed with the SEC on April 21, 2021. The Company and Lincoln Park also entered into a registration rights agreement, pursuant to which the Company agreed to maintain the effectiveness of the Registration Statement. Upon entering into the Lincoln Park Purchase Agreement, the Company issued 15,000 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the Lincoln Park Purchase Agreement. As of November 3, 2022, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million under the Lincoln Park Purchase Agreement.
On July 12, 2021, the Company entered into a second equity distribution agreement (the “Virtu July 2021 EDA”) with Virtu to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of November 3, 2022, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million.
Debt Transactions
On February 2, 2022, the Company refinanced its mortgage loan secured by the Park Hyatt Beaver Creek Resort & Spa, which had a final maturity date in April 2022. The new, non-recourse mortgage loan totals $70.5 million and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of SOFR + 2.86%.
On March 11, 2022, in connection with the acquisition of The Ritz-Carlton Reserve Dorado Beach the Company assumed a $54.0 million mortgage loan. See note 6 to our condensed consolidated financial statements.
Sources and Uses of Cash
We had approximately $358.9 million and $216.0 million of cash and cash equivalents at September 30, 2022 and December 31, 2021, respectively.
We anticipate that our principal sources of funds to meet our cash requirements will include cash on hand, positive cash flow from operations and capital market activities.
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $104.0 million and $55.1 million for the nine months ended September 30, 2022 and 2021, respectively. Cash flows from operations were impacted by changes in hotel operations of our 13 comparable hotel properties as well as the acquisitions of the Mr. C Beverly Hills Hotel on August 5, 2021 and The Ritz-Carlton Reserve Dorado Beach on March 11, 2022. Cash flows from operations are also impacted by the timing of working capital cash flows such as collecting receivables from hotel guests, paying vendors, settling with derivative counterparties, settling with related parties and settling with hotel managers.
Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2022, net cash flows used in investing activities were $123.6 million. These cash outflows were primarily attributable to $36.5 million of capital improvements made to various hotel properties, approximately $86.8 million associated with the acquisition of The Ritz-Carlton Reserve Dorado Beach and additional investments in OpenKey of $328,000. Our capital improvements consisted of $22.1 million of return on investment capital projects and $14.4 million of renewal and replacement capital projects. Return on investment capital projects are designed to improve the positioning of our hotel properties within their markets and competitive sets. Renewal and replacement capital projects are designed to maintain the quality and competitiveness of our hotels.
For the nine months ended September 30, 2021, net cash flows used in investing activities were $23.7 million. These cash outflows were primarily attributable to $15.8 million of capital improvements made to various hotel properties, approximately $9.5 million associated with the acquisition of the Mr. C Beverly Hills Hotel, partially offset by proceeds of $1.8 million from the sale of certain ERFP assets to Ashford Inc. Our capital improvements consisted of approximately $7.5 million of return on investment capital projects and approximately $8.4 million of renewal and replacement capital projects.
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Net Cash Flows Provided by (Used in) Financing Activities. For the nine months ended September 30, 2022, net cash flows provided by financing activities were $169.1 million. Cash inflows primarily consisted of debt borrowings of $70.5 million, $185.2 million from the issuance of preferred stock and contributions of $164,000 from a noncontrolling interest in consolidated entities. The cash inflows were partially offset by repayments of indebtedness of $68.3 million, $13.0 million of dividend and distribution payments, $1.8 million of payments for loan costs and fees, $2.1 million of payments for derivatives, $1.3 million for purchases of common stock and $193,000 for cash redemptions of Series E and Series M preferred stock.
For the nine months ended September 30, 2021, net cash flows provided by financing activities were $95.6 million. Cash inflows primarily consisted of net proceeds of $83.2 million from the issuance of our Convertible Senior Notes, $100.0 million from the issuance of common stock, $4.6 million from the issuance of preferred stock and contributions of $920,000 from a noncontrolling interest in consolidated entities. The cash inflows were partially offset by repayments of indebtedness of $83.8 million, $6.9 million of dividend and distribution payments, $1.9 million of payments for loan costs and fees, $376,000 for purchases of common stock and $200,000 of payment for derivatives.
Dividend Policy. In March 2022, the board of directors approved an update to our previously announced dividend policy for 2022 to revise our then-expectation to pay a quarterly dividend of $0.01 per share of common stock during 2022. On September 8, 2022, our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the third quarter of 2022. The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof. The board of directors will continue to review our dividend policy and make announcements with respect thereto. For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof.
Seasonality
Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months and some during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. To the extent that cash flows from operations and cash on hand are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize borrowings to fund distributions required to maintain our REIT status. However, we cannot make any assurances that we will make distributions in the future.
Critical Accounting Policies
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 Form 10-K. There have been no material changes in these critical accounting policies.
Non-GAAP Financial Measures
The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance. EBITDA is defined as net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes, equity in (earnings) loss of unconsolidated entity and after the Company’s portion of EBITDA of OpenKey. In addition, we excluded impairment on real estate, (gain) loss on insurance settlement and disposition of assets and Company’s portion of EBITDAre of OpenKey from EBITDA to calculate EBITDA for real estate, or EBITDAre, as defined by NAREIT.
We then further adjust EBITDAre to exclude certain additional items such as amortization of favorable (unfavorable) contract assets (liabilities), transaction and conversion costs, write-off of loan costs and exit fees, legal, advisory and settlement costs, advisory services incentive fee, other/income expense, stock/unit-based compensation and the Company’s portion of adjustments to EBITDAre of OpenKey and non-cash items such as unrealized gain/ loss on derivatives.
We present EBITDA, EBITDAre and Adjusted EBITDAre because we believe they are useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy
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general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions. EBITDA, EBITDAre and Adjusted EBITDAre as calculated by us may not be comparable to EBITDA, EBITDAre and Adjusted EBITDAre reported by other companies that do not define EBITDA, EBITDAre and Adjusted EBITDAre exactly as we define the terms. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity.
The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net income (loss) | $ | (8,383) | $ | (8,219) | $ | 23,901 | $ | (30,617) | |||||||||||||||
| Interest expense and amortization of loan costs | 14,490 | 8,364 | 33,293 | 22,346 | |||||||||||||||||||
| Depreciation and amortization | 19,604 | 18,284 | 57,616 | 54,881 | |||||||||||||||||||
| Income tax expense (benefit) | 95 | 560 | 3,783 | 766 | |||||||||||||||||||
| Equity in (earnings) loss of unconsolidated entity | 74 | 68 | 220 | 198 | |||||||||||||||||||
| Company’s portion of EBITDA of OpenKey | (74) | (68) | (220) | (196) | |||||||||||||||||||
| EBITDA | 25,806 | 18,989 | 118,593 | 47,378 | |||||||||||||||||||
| (Gain) loss on insurance settlement and disposition of assets | — | — | — | (696) | |||||||||||||||||||
| EBITDAre | 25,806 | 18,989 | 118,593 | 46,682 | |||||||||||||||||||
| Amortization of favorable (unfavorable) contract assets (liabilities) | 119 | 118 | 345 | 394 | |||||||||||||||||||
| Transaction and conversion costs | 5,562 | 980 | 6,888 | 2,148 | |||||||||||||||||||
| Other (income) expense | (27) | — | (27) | — | |||||||||||||||||||
| Write-off of loan costs and exit fees | 8 | 432 | 106 | 1,960 | |||||||||||||||||||
| Unrealized (gain) loss on derivatives | (2,403) | (142) | (4,019) | (64) | |||||||||||||||||||
| Stock/unit-based compensation | 3,391 | 3,044 | 8,941 | 7,265 | |||||||||||||||||||
| Legal, advisory and settlement costs | 544 | 107 | 1,176 | (320) | |||||||||||||||||||
| Advisory services incentive fee | 1,048 | (1,637) | 1,294 | — | |||||||||||||||||||
| Company’s portion of adjustments to EBITDAre of OpenKey | 1 | 1 | 6 | 7 | |||||||||||||||||||
| Adjusted EBITDAre | $ | 34,049 | $ | 21,892 | $ | 133,303 | $ | 58,072 | |||||||||||||||
FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on insurance settlement and disposition of assets, plus impairment charges on real estate, depreciation and amortization of real estate assets, and after redeemable noncontrolling interests in the operating partnership and adjustments for unconsolidated entities. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO excludes gain/loss on extinguishment of preferred stock, deemed dividends on redeemable preferred stock, transaction and conversion costs, write-off of loan costs and exit fees, legal, advisory and settlement costs, advisory services incentive fee, other income/expense, stock/unit-based compensation and non-cash items such as interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives and the Company’s portion of adjustments to FFO of OpenKey. FFO and Adjusted FFO exclude amounts attributable to the portion of a partnership owned by the third-party. We present FFO and Adjusted FFO because we consider FFO and Adjusted FFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and Adjusted FFO when reporting their results. FFO and Adjusted FFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and Adjusted FFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and Adjusted FFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We consider FFO and Adjusted FFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in
53
accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO and Adjusted FFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income or loss as an indication of our financial performance or GAAP cash flows from operating activities as a measure of our liquidity. FFO and Adjusted FFO are also not indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in our condensed consolidated financial statements.
The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (restated) | (restated) | ||||||||||||||||||||||
| Net income (loss) | $ | (8,383) | $ | (8,219) | $ | 23,901 | $ | (30,617) | |||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | (823) | 450 | (2,265) | 2,546 | |||||||||||||||||||
| Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership | 1,166 | 823 | (647) | 3,184 | |||||||||||||||||||
| Preferred dividends | (6,028) | (1,977) | (13,395) | (6,258) | |||||||||||||||||||
| Deemed dividends on redeemable preferred stock | (2,649) | — | (4,802) | — | |||||||||||||||||||
| Gain (loss) on extinguishment of preferred stock | — | (111) | — | (4,595) | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | (16,717) | (9,034) | 2,792 | (35,740) | |||||||||||||||||||
Depreciation and amortization on real estate (1) | 18,956 | 17,619 | 55,678 | 52,843 | |||||||||||||||||||
| Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | (1,166) | (823) | 647 | (3,184) | |||||||||||||||||||
| Equity in (earnings) loss of unconsolidated entity | 74 | 68 | 220 | 198 | |||||||||||||||||||
| (Gain) loss on insurance settlement and disposition of assets | — | — | — | (696) | |||||||||||||||||||
| Company’s portion of FFO of OpenKey | (74) | (68) | (220) | (197) | |||||||||||||||||||
| FFO available to common stockholders and OP unitholders | 1,073 | 7,762 | 59,117 | 13,224 | |||||||||||||||||||
| Deemed dividends on redeemable preferred stock | 2,649 | 4,802 | |||||||||||||||||||||
| (Gain) loss on extinguishment of preferred stock | — | 111 | — | 4,595 | |||||||||||||||||||
| Transaction and conversion costs | 5,562 | 980 | 6,888 | 2,148 | |||||||||||||||||||
| Interest expense accretion on refundable membership club benefits | 177 | 190 | 545 | 582 | |||||||||||||||||||
| Write-off of loan costs and exit fees | 8 | 432 | 106 | 1,960 | |||||||||||||||||||
Amortization of loan costs (1) | 598 | 407 | 1,793 | 1,684 | |||||||||||||||||||
| Unrealized (gain) loss on derivatives | (2,403) | (142) | (4,019) | (64) | |||||||||||||||||||
| Stock/unit-based compensation | 3,391 | 3,044 | 8,941 | 7,265 | |||||||||||||||||||
| Legal, advisory and settlement costs | 544 | 107 | 1,176 | (320) | |||||||||||||||||||
| Advisory services incentive fee | 1,048 | (1,637) | 1,294 | — | |||||||||||||||||||
| Company’s portion of adjustments to FFO of OpenKey | 1 | 1 | 6 | 7 | |||||||||||||||||||
| Adjusted FFO available to common stockholders and OP unitholders | 12,648 | 11,255 | 80,649 | 31,081 | |||||||||||||||||||
____________________
(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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Depreciation and amortization on real estate | $ | (648) | $ | (665) | $ | (1,938) | $ | (2,038) | |||||||||||||||
| Amortization of loan costs | (23) | (22) | (68) | (65) | |||||||||||||||||||
54
Hotel Properties
The following table presents certain information related to our hotel properties:
| Hotel Property | Location | Total Rooms | % Owned | Owned Rooms | |||||||||||||||||||||||||
| Fee Simple Properties | |||||||||||||||||||||||||||||
| Capital Hilton | Washington, D.C. | 550 | 75 | % | 413 | ||||||||||||||||||||||||
| Marriott Seattle Waterfront | Seattle, WA | 361 | 100 | % | 361 | ||||||||||||||||||||||||
| The Notary Hotel | Philadelphia, PA | 499 | 100 | % | 499 | ||||||||||||||||||||||||
| The Clancy | San Francisco, CA | 410 | 100 | % | 410 | ||||||||||||||||||||||||
| Sofitel Chicago Magnificent Mile | Chicago, IL | 415 | 100 | % | 415 | ||||||||||||||||||||||||
| Pier House Resort & Spa | Key West, FL | 142 | 100 | % | 142 | ||||||||||||||||||||||||
| The Ritz-Carlton St. Thomas | St. Thomas, USVI | 180 | 100 | % | 180 | ||||||||||||||||||||||||
| Park Hyatt Beaver Creek Resort & Spa | Beaver Creek, CO | 190 | 100 | % | 190 | ||||||||||||||||||||||||
| Hotel Yountville | Yountville, CA | 80 | 100 | % | 80 | ||||||||||||||||||||||||
| The Ritz-Carlton Sarasota | Sarasota, FL | 276 | 100 | % | 276 | ||||||||||||||||||||||||
The Ritz-Carlton Lake Tahoe (1) | Truckee, CA | 170 | 100 | % | 170 | ||||||||||||||||||||||||
Mr. C Beverly Hills Hotel (2) | Los Angeles, CA | 143 | 100 | % | 143 | ||||||||||||||||||||||||
The Ritz-Carlton Reserve Dorado Beach (3) | Dorado, Puerto Rico | 96 | 100 | % | 96 | ||||||||||||||||||||||||
Ground Lease Properties (4) | |||||||||||||||||||||||||||||
Hilton La Jolla Torrey Pines (5) | La Jolla, CA | 394 | 75 | % | 296 | ||||||||||||||||||||||||
Bardessono Hotel and Spa (6) | Yountville, CA | 65 | 100 | % | 65 | ||||||||||||||||||||||||
| Total | 3,971 | 3,736 | |||||||||||||||||||||||||||
(1) The above information does not include the operations of condominium units not owned by The Ritz-Carlton Lake Tahoe.
(2) Includes 138 hotel rooms and five residences adjacent to the hotel.
(3) The above information does not include the operations of residential units not owned by The Ritz-Carlton Reserve Dorado Beach. The results of the hotel are included from March 11, 2022 through September 30, 2022.
(4) Some of our hotel properties are on land subject to ground leases, two of which cover the entire property.
(5) 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.
(6) The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.
ITEM 4.CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2022, as a result of the material weakness in our internal control over financial reporting related to the accounting for earnings per share described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
During our financial statement close process for the period ended December 31, 2022, a material weakness was identified in the Company’s control over the evaluation of complex transactions as a result of the error identified in the treatment of deemed dividends on redeemable preferred stock in arriving at net income (loss) attributable to common stockholders, which impacted the calculation of earnings per share. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The Company is evaluating remediation steps, which could include: (1) arranging for additional training for our associates and (2) designing new or enhanced controls whereby management evaluates the nature of equity transactions and where appropriate engages third-party accounting experts to assist management in assessing the accounting in its consolidated financial statements. The material weakness will not be considered remediated until management designs and implements
55
effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.
The Company’s previously issued financial results for the three and nine months ended September 30, 2022 have been corrected in this quarterly report to properly reflect the correct accounting.
We reviewed the results of management’s assessment with the audit committee of our board of directors.
Notwithstanding the material weakness described above, management has concluded that our restated condensed consolidated financial statements included in this quarterly report are fairly stated in all material respects in accordance with GAAP.
ITEM 1A.RISK FACTORS
The discussion of our business and operations should be read together with the risk factors contained in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. The risk factors set forth below should be read together with the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Economic conditions in the United States could have a material adverse impact on our earnings and financial condition.
The economic outlook in the United States is uncertain and facing recessionary concerns resulting from slowing gross domestic product growth, continuing effects of the COVID-19 pandemic, rising inflation, increasing interest rates, supply chain disruptions and the conflict between Russia and Ukraine. Because economic conditions in the United States may affect demand within the hospitality industry and our subsidiaries’ businesses, current and future economic conditions in the United States, including slower growth, stock market volatility and recession fears, could have a material adverse impact on our earnings and financial condition. Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.
Inflation and price volatility could negatively impact our businesses and results of operations.
General inflation in the United States has risen to levels not experienced in recent decades, including rising energy prices, prices for consumer goods, interest rates, wages, and currency volatility, causing interest rates and borrowing costs to rise. These increases and any fiscal, monetary or other policy interventions by the U.S. government or Federal Reserve in reaction to such events could negatively impact our businesses by increasing our operating costs and our borrowing costs and may negatively impact our ability to access the debt markets on favorable terms.
We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us; materially and adversely affect our business and operating results; and expose us to potential litigation.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis. The following material weakness remained unremediated as of September 30, 2022:
•The Company did not design and maintain effective controls over the evaluation of complex transactions as a result of the error identified in the treatment of deemed dividends on redeemable preferred stock in arriving at net income (loss) attributable to common stockholders, which impacted the calculation of earnings per share.
Additionally, this material weakness could result in additional misstatements of the aforementioned accounts or disclosures that would result in an additional material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
56
ITEM 6.EXHIBITS
| Exhibit | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
| 3.5 | |||||||||||
| 3.6 | |||||||||||
| 3.7 | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 32.1** | |||||||||||
| 32.2** | |||||||||||
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income; (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | |||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Submitted electronically with this report. | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Submitted electronically with this report. | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Submitted electronically with this report. | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Submitted electronically with this report. | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Submitted electronically with this report. | |||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||||||||
___________________________________
* Filed herewith.
** Furnished herewith.
57
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRAEMAR HOTELS & RESORTS INC.
| Date: | February 2, 2023 | By: | /s/ RICHARD J. STOCKTON | |||||||||||
| Richard J. Stockton | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Date: | February 2, 2023 | By: | /s/ DERIC S. EUBANKS | |||||||||||
| Deric S. Eubanks | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
58
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
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