Braemar Hotels & Resorts Inc. Files 2023 Annual Report

TL;DR

<b>Braemar Hotels & Resorts Inc. has submitted its annual 10-K filing for the fiscal year 2023.</b>

AI Summary

Braemar Hotels & Resorts Inc. (BHR-PD) filed a Annual Report (10-K) with the SEC on March 14, 2024. Braemar Hotels & Resorts Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business address is 14185 Dallas Parkway, Suite 1100, Dallas, TX 75254. Braemar Hotels & Resorts Inc. was formerly known as Ashford Hospitality Prime, Inc. until April 10, 2013. The SIC code for the company is 6798, indicating Real Estate Investment Trusts.

Why It Matters

For investors and stakeholders tracking Braemar Hotels & Resorts Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Braemar Hotels & Resorts Inc.'s financial performance, operations, and risk factors for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. The detailed financial data and disclosures within the 10-K allow stakeholders to understand the company's asset base, liabilities, revenue streams, and management strategies, enabling informed investment decisions.

Risk Assessment

Risk Level: medium — Braemar Hotels & Resorts Inc. shows moderate risk based on this filing. The company's business is highly dependent on the hospitality industry, which is subject to economic downturns, travel restrictions, and changing consumer preferences, as indicated by the nature of its operations as a Real Estate Investment Trust focused on hotels.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Braemar Hotels & Resorts Inc.'s performance and potential challenges in the hospitality sector.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period for the 10-K filing.)
• 2024-03-14 — Filing Date (The date the 10-K report was filed with the SEC.)
• 6798 — SIC Code (Standard Industrial Classification code for Real Estate Investment Trusts.)
• 001-35972 — SEC File Number (The SEC file number associated with the company.)

Key Players & Entities

• Braemar Hotels & Resorts Inc. (company) — Filer of the 10-K report.
• Ashford Hospitality Prime, Inc. (company) — Former name of Braemar Hotels & Resorts Inc.
• Dallas (location) — City where the company's business and mailing address is located.
• Texas (location) — State where the company's business and mailing address is located.
• 14185 Dallas Parkway (address) — Street address for the company's business and mailing.
• Suite 1100 (address) — Suite number for the company's business and mailing.
• 75254 (zip_code) — Zip code for the company's business and mailing address.

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-14: Filing Date — The date the 10-K report was officially submitted to the SEC.

Key Financial Figures

• $196 — tional average RevPAR was approximately $196 for the year ended December 31, 2023. W
• $117.50 — s convertible (at a conversion price of $117.50 per share) into an additional approxima
• $34.1 million — ueen rooms and 10 suites. Approximately $34.1 million has been spent on capital expenditures

Filing Documents

• bhr-20231231.htm (10-K) — 5745KB
• bhr2023q410-kxex46.htm (EX-4.6) — 105KB
• amendmenttomasterprojectma.htm (EX-10.37) — 19KB
• a03-11x24bhrxwaiverunderad.htm (EX-10.38) — 23KB
• firstamendmenttocreditagre.htm (EX-10.39) — 49KB
• bhr2023q410-kxex211.htm (EX-21.1) — 21KB
• bhr2023q410-kxex212.htm (EX-21.2) — 12KB
• bhr2023q410-kxex231.htm (EX-23.1) — 3KB
• bhr2023q410-kxex311.htm (EX-31.1) — 10KB
• bhr2023q410-kxex312.htm (EX-31.2) — 10KB
• bhr2023q410-kxex321.htm (EX-32.1) — 5KB
• bhr2023q410-kxex322.htm (EX-32.2) — 5KB
• bhr2023q410-kxex971.htm (EX-97.1) — 19KB
• bhr-20231231_g1.jpg (GRAPHIC) — 92KB
• 0001574085-24-000033.txt (&nbsp;) — 22706KB
• bhr-20231231.xsd (EX-101.SCH) — 130KB
• bhr-20231231_cal.xml (EX-101.CAL) — 134KB
• bhr-20231231_def.xml (EX-101.DEF) — 840KB
• bhr-20231231_lab.xml (EX-101.LAB) — 1266KB
• bhr-20231231_pre.xml (EX-101.PRE) — 1076KB
• bhr-20231231_htm.xml (XML) — 3967KB

Risk Factors

Item 1A. Risk Factors 52

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 80 Item 1C. C ybersecurity 80

Properties

Item 2. Properties 81

Legal Proceedings

Item 3. Legal Proceedings 82

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 83 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 83

Reserved

Item 6. Reserved 86

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 86

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 107

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 108

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154

Controls and Procedures

Item 9A. Controls and Procedures 154

Other Information

Item 9B. Other Information 156

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 156 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 156

Executive Compensation

Item 11. Executive Compensation 156

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 156

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 156 PART IV

Financial Statement Schedules and Exhibits

Item 15. Financial Statement Schedules and Exhibits 157

Form 10-K Summary

Item 16. Form 10-K Summary 163

SIGNATURES

SIGNATURES As used in this Annual Report on Form 10-K, 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" or "AHT" 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 Lodging" refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and a hotel management company that was owned by Mr. Monty J. Bennett, chairman of our board of directors, and his father, Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust before its acquisition by Ashford Inc. on November 6, 2019. "Remington Hospitality" refers to the same entity after the acquisition

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Throughout this Annual Report on Form 10-K and documents incorporated herein by reference, 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: the factors discussed in this Annual Report under the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Properties," as updated in our subsequent Quarterly Reports on Form 10-Q and other filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); 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 this Annual R

Business

Item 1. Business Our Company We are an externally-advised Maryland corporation formed in 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 RevPAR was approximately $196 for the year ended December 31, 2023. We have elected to be taxed as a REIT under the Code beginning in the year ended December 31, 2013. 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 March 12, 2024, we owned interests in 16 hotel properties in seven states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 4,192 total rooms, or 3,957 net rooms, excluding those attributable to our joint venture partner. The hotel properties in our current portfolio are predominantly located in U.S. urban and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 14 of our hotel properties directly, and the remaining two hotel properties through an investment in a majority-owned consolidated joint venture entity. 3 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. Asset management functions include acquisition, renovation, financing and disposition of assets, operational accountability of managers, budget review, capital expenditures and property-level strategies as compared to the day-to-day management of our hotel properties, which is performed by our hotel managers. We do not have any employees. All of the advisory services that might be provided by employees are provided to us by Ashford LLC. We d

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View this 10-K filing on SEC EDGAR