0001574085truePursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on July 17, 2024, for the event dated July 17, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.00015740852024-07-172024-07-170001574085us-gaap:CommonStockMember2024-07-172024-07-170001574085us-gaap:SeriesBPreferredStockMember2024-07-172024-07-170001574085us-gaap:SeriesDPreferredStockMember2024-07-172024-07-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 17, 2024

BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)

Maryland001-3597246-2488594
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBHRNew York Stock Exchange
Preferred Stock, Series BBHR-PBNew York Stock Exchange
Preferred Stock, Series DBHR-PDNew York Stock Exchange


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

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2024 and the year ended December 31, 2023, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)    Exhibits

Exhibit Number         Description

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



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BRAEMAR HOTELS & RESORTS INC.
Dated: July 19, 2024By:/s/ Deric S. Eubanks
Deric S. Eubanks
Chief Financial Officer

EXHIBIT 99.1
On July 17, 2024, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the 390-room Hilton Torrey Pines located in La Jolla, California (“Hilton Torrey Pines”) for approximately $163.1 million in cash, net of selling expenses. Additionally, the Company repaid the $66.6 million mortgage loan secured by the hotel property. The Company owns an indirect 75% equity interest in the Hilton Torrey Pines.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2024. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2023, and the three months ended March 31, 2024, assumes the disposition closed on January 1, 2023. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the Hilton Torrey Pines and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of the Hilton Torrey Pines is preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.



BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2024
(in thousands, except share and per share amounts) 
Braemar
Consolidated
Historical (A)		Hilton Torrey Pines (B)AdjustmentsBraemar
Consolidated
Pro Forma
ASSETS
Investment in hotel properties, gross$2,388,484 $121,922 $— $2,266,562 
Accumulated depreciation(512,215)(55,869)— (456,346)
Investment in hotel properties, net1,876,269 66,053 — 1,810,216 
Cash and cash equivalents137,051 4,196 163,050 (C) (i)230,432 
1,327 (C) (i)
(66,800)
(C) (ii)
Restricted cash82,372 7,747 — 74,625 
Accounts receivable, net of allowance41,001 1,231 — 39,770 
Inventories4,681 60 — 4,621 
Prepaid expenses11,342 1,190 — 10,152 
Investment in unconsolidated entity1,625 — — 1,625 
Derivative assets3,087 — — 3,087 
Operating lease right-of-use assets78,117 43,626 — 34,491 
Other assets18,701 104 — 18,597 
Intangible assets, net3,409 — — 3,409 
Due from third-party hotel managers23,777 — — 23,777 
Total assets$2,281,432 $124,207 $97,577 $2,254,802 
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net$1,223,277 $66,135 $— $1,157,142 
Accounts payable and accrued expenses144,240 5,005 (200)
(C) (ii)
139,035 
Dividends and distributions payable9,253 — — 9,253 
Due to Ashford Inc.3,728 — — 3,728 
Due to related parties, net
766— — 766 
Due to third-party hotel managers1,993 449 — 1,544 
Operating lease liabilities60,298 41,186 — 19,112 
Other liabilities22,895 — — 22,895 
Derivative liabilities— — — — 
Total liabilities1,466,450 112,775 (200)1,353,475 
5.50% Series B cumulative convertible preferred stock, $.01 par value, 3,078,017 shares issued and outstanding at March 31, 2024
65,426 — — 65,426 
Series E redeemable preferred stock, $0.01 par value, 16,162,834 shares issued and outstanding at March 31, 2024
375,261 — — 375,261 
Series M redeemable preferred stock, $0.01 par value, 1,747,771 shares issued and outstanding at March 31, 2024
43,694 — — 43,694 
Redeemable noncontrolling interests in operating partnership33,005 — — 33,005 
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2024
16 — — 16 
Common stock, $0.01 par value, 250,000,000 shares authorized, 66,477,431 shares issued and outstanding at March 31, 2024
664 — — 664 
Additional paid-in capital718,606 11,432 76,240 (C) (i)718,606 
1,327 (C) (i)
(66,135)(C) (ii)
Accumulated deficit(412,013)— 65,107 (C) (i)(347,255)
(349)(C) (ii)
Total stockholders’ equity of the Company307,273 11,432 76,190 372,031 
Noncontrolling interest in consolidated entities(9,677)— 21,703 (C) (i)11,910 
— — (116)(C) (ii)— 
Total equity297,596 11,432 97,777 383,941 
Total liabilities and equity$2,281,432 $124,207 $97,577 $2,254,802 
See accompanying notes.
2


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2024, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed on May 9, 2024.
(B)Represents the removal of the historical balance sheet of the Hilton Torrey Pines as of March 31, 2024.
(C)Represents adjustments for Braemar’s disposition of the Hilton Torrey Pines as of March 31, 2024, which includes: (i) an adjustment for the cash consideration received of approximately $163.1 million, net of selling expenses and cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan secured by the Hilton Torrey Pines and accrued interest.
3


BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2023
(in thousands, except share and per share amounts)

Braemar
Consolidated
Historical (A)		Hilton Torrey Pines (B)AdjustmentsBraemar
Consolidated
Pro Forma
REVENUE
Rooms$464,899 $28,736 $— $436,163 
Food and beverage185,331 15,827 — 169,504 
Other89,113 6,152 — 82,961 
Total hotel revenue739,343 50,715 — 688,628 
EXPENSES
Hotel operating expenses:
Rooms105,439 5,277 — 100,162 
Food and beverage144,544 8,324 — 136,220 
Other expenses227,913 15,875 — 212,038 
Management fees23,261 1,523 — 21,738 
Total hotel operating expenses501,157 30,999 — 470,158 
Property taxes, insurance and other38,629 2,877 — 35,752 
Depreciation and amortization93,272 4,176 89,096 
Advisory services fee31,089 — — 31,089 
Corporate general and administrative13,523 — — 13,523 
Total expenses677,670 38,052 — 639,618 
Gain (loss) on disposition of assets— — 86,810 (C) (i)86,810 
OPERATING INCOME (LOSS)61,673 12,663 86,810 135,820 
Equity in earnings (loss) of unconsolidated entity(253)— — (253)
Interest income6,401 346 — 6,055 
Other income (expense)293 — — 293 
Interest expense and amortization of premiums and loan costs(94,219)(6,069)— (88,150)
Write-off of premiums, loan costs and exit fees(3,489)— (465)
(C) (ii)
(3,954)
Gain (loss) on extinguishment of debt2,318 — — 2,318 
Unrealized gain (loss) on derivatives(663)— — (663)
INCOME (LOSS) BEFORE INCOME TAXES(27,939)6,940 86,345 51,466 
Income tax (expense) benefit(2,689)(174)— (2,515)
NET INCOME (LOSS)(30,628)6,766 86,345 48,951 
(Income) loss from consolidated entities attributable to noncontrolling interests(1,619)— (19,895)(C) (iii)(21,514)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership5,230 — (3,957)(C) (iv)1,273 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(27,017)6,766 62,493 28,710 
Preferred dividends(42,304)— — (42,304)
Deemed dividends on preferred stock(4,719)— — (4,719)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS$(74,040)$6,766 $62,493 $(18,313)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(1.13)$(0.28)
Weighted average common shares outstanding—basic65,989 65,989 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(1.13)$(0.28)
Weighted average common shares outstanding—diluted65,989 65,989 

See accompanying notes.
4


BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2024
(in thousands, except share and per share amounts)

Braemar
Consolidated
Historical (A)		Hilton Torrey Pines (B)AdjustmentsBraemar
Consolidated
Pro Forma
Revenue
Rooms$138,552 $6,295 $— $132,257 
Food and beverage53,547 4,066 — 49,481 
Other26,980 1,379 — 25,601 
Total hotel revenue219,079 11,740 — 207,339 
Expenses
Hotel operating expenses:
Rooms28,264 1,285 — 26,979 
Food and beverage40,717 2,137 — 38,580 
Other expenses60,076 3,419 — 56,657 
Management fees6,976 352 — 6,624 
Total hotel operating expenses136,033 7,193 — 128,840 
Property taxes, insurance and other10,685 789 — 9,896 
Depreciation and amortization25,420 1,090 — 24,330 
Advisory services fee6,700 — — 6,700 
Corporate general and administrative(2,226)— — (2,226)
Total operating expenses176,612 9,072 — 167,540 
Operating income (loss)42,467 2,668 — 39,799 
Equity in earnings (loss) of unconsolidated entity(49)— — (49)
Interest income796 99 — 697 
Interest expense and amortization of loan costs(26,491)(1,692)— (24,799)
Write-off of premiums, loan costs and exit fees(721)— — (721)
Unrealized gain (loss) on derivatives932 — — 932 
Income (loss) before income taxes16,934 1,075 — 15,859 
Income tax (expense) benefit(1,452)(64)— (1,388)
Net income (loss)15,482 1,011 — 14,471 
(Income) loss from consolidated entities attributable to noncontrolling interests743 — 253 (C) (iii)996 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(296)— 59 (C) (iv)(237)
Net income (loss) attributable to the Company15,929 1,011 312 15,230 
Preferred dividends(10,407)— — (10,407)
Deemed dividend on preferred stock(1,998)— — (1,998)
Net income (loss) available to common stockholders$3,524 $1,011 $312 $2,825 
Income (loss) per share – basic:
Income (loss) attributable to common stockholders$0.05 $0.04 
Weighted average common shares outstanding—basic66,455 66,455 
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders$0.05 $0.04 
Weighted average common shares outstanding—diluted268,516 72,357 

See accompanying notes.
5


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2023, as reported in its Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024 and the historical consolidated statement of operations of Braemar for the three months ended March 31, 2024, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024, filed on May 9, 2024.
(B)Represents the removal of the historical consolidated statements of operations of the Hilton Torrey Pines for the year ended December 31, 2023 and the three months ended March 31, 2024.
(C)Represents adjustments for the Company’s sale of the Hilton Torrey Pines, which includes: (i) the estimated non-recurring gain on the disposition of the Hilton Torrey Pines for the year ended December 31, 2023; (ii) an adjustment for the write-off of deferred loan costs; (iii) the (income) loss allocated to noncontrolling interest in consolidated entities related to the disposition of the Hilton Torrey Pines, including the estimated non-recurring gain for the year ended December 31, 2023, based on an ownership percentage of 25% for both the year ended December 31, 2023, and the three months ended March 31, 2024; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Hilton Torrey Pines, including the estimated non-recurring gain for the year ended December 31, 2023, based on an ownership percentage of 6.63% for the year ended December 31, 2023, and 7.75% for the three months ended March 31, 2024. There is no additional estimated tax effect associated with the hotel no longer being part of the consolidated group for the year ended December 31, 2023, and the three months ended March 31, 2024. The pro forma gain and the related tax effects, resulting from the disposition of the Hilton Torrey Pines are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6
v3.24.2
Cover Page Cover Page
Jul. 17, 2024
Entity Information [Line Items]  
Document Type 8-K/A
Document Period End Date Jul. 17, 2024
Entity Registrant Name BRAEMAR HOTELS & RESORTS INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-35972
Entity Tax Identification Number 46-2488594
Entity Address, Address Line One 14185 Dallas Parkway
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75254
City Area Code 972
Local Phone Number 490-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001574085
Amendment Flag true
Amendment Description Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on July 17, 2024, for the event dated July 17, 2024, to include the pro forma financial information required by Item 9.01 (b) of Form 8-K.
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol BHR
Security Exchange Name NYSE
Series B Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series B
Trading Symbol BHR-PB
Security Exchange Name NYSE
Series D Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series D
Trading Symbol BHR-PD
Security Exchange Name NYSE
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