67 unchanged sentences
We operate in the direct hotel investment segment of the hotel lodging industry.
−Removed: As of June 30, 2021, we owned interests in thirteen hotel properties in six states, the District of Columbia and St.
+Added: As of September 30, 2021, we owned interests in 14 hotel properties in six states, the District of Columbia and St.
Virgin Islands with 3,865 total rooms, or 3,630 net rooms, excluding those attributable to our joint venture partner.
1 unchanged sentence
urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators.
−Removed: We own eleven of our hotel properties directly, and the remaining two hotel properties through an investment in a majority-owned consolidated entity.
+Added: We own 12 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.
4 unchanged sentences
instead we employ hotel management companies to operate them for us under management contracts.
−Removed: As of June 30, 2021, Remington Hotels, a subsidiary of Ashford Inc., managed three of our thirteen hotel properties.
+Added: As of September 30, 2021, Remington Hotels, a subsidiary of Ashford Inc., managed four of our 14 hotel properties.
Third-party management companies managed the remaining hotel properties.
4 unchanged sentences
and, together with Mr.
−Removed: Archie Bennett, Jr., as of June 30, 2021, owned approximately 608,578 shares of Ashford Inc.
+Added: Archie Bennett, Jr., as of September 30, 2021, owned approximately 609,413 shares of Ashford Inc.
common stock, which represented an approximate 20.2% 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.
−Removed: common stock, which if exercised as of June 30, 2021 would have increased the Bennetts’ ownership interest in Ashford Inc.
−Removed: to 65.6%, provided that prior to August 8, 2023, the voting power of the holders of the Ashford Inc.
+Added: common stock, which if exercised as of September 30, 2021 would have increased the Bennetts’ ownership interest in Ashford Inc.
+Added: 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.
−Removed: The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr.
+Added: The 18,758,600 shares of Ashford Inc.
+Added: Series D Convertible Preferred Stock owned by Mr.
Bennett and Mr.
1 unchanged sentence
include 360,000 shares owned by trusts.
−Removed: As of June 30, 2021, Mr.
+Added: As of September 30, 2021, Mr.
Bennett, chairman of our board of directors and his father, Mr.
5 unchanged sentences
The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses.
−Removed: The Company has taken proactive and aggressive actions to protect liquidity and reduce corporate expenses.
−Removed: The Company has also significantly reduced its planned spending for capital expenditures for fiscal year 2021 to approximately $20 million to $30 million and suspended its common stock dividends.
−Removed: When preparing financial statements for each annual and interim reporting period management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
−Removed: In applying the accounting guidance, the Company considers its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months.
−Removed: As of June 30, 2021, the Company maintained unrestricted cash of $157.7 million and restricted cash of $57.4 million.
−Removed: For the six months ended June 30, 2021, cash flows provided by operating activities was approximately $31.5 million.
−Removed: The vast majority of the restricted cash is comprised of lender and manager held reserves.
−Removed: The Company worked with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.
+Added: As of September 30, 2021, the Company maintained unrestricted cash of $195.5 million and restricted cash of $44.8 million.
+Added: For the nine months ended September 30, 2021, cash flows provided by operating activities was approximately $55.1 million.
+Added: The vast majority of the restricted cash comprises lender and manager held reserves.
At the end of the quarter, there was also $20.4 million due to the Company from third-party hotel managers, which is primarily the Company’s cash held by one of its property managers which is also available to fund hotel operating costs.
1 unchanged sentence
We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic fully subside, whether our hotels will be forced to shut down operations or whether one or more possible recurrences of COVID-19 case surges could result in further reductions in business and personal travel or potentially cause state and local governments to reinstate travel restrictions.
−Removed: As a result of these factors resulting from the impact of the pandemic, we are unable to estimate future financial performance with certainty.
−Removed: However, based on our completed Convertible Senior Notes transaction (as
−Removed: described below), the corresponding repayment of our secured term loan, which eliminated financial covenants associated with it, our current unrestricted and restricted cash on hand, our current cash utilization and forecast of future operating results for the next 12 months from the date of this report, and the actions we have taken to improve our liquidity, the Company has concluded that the facts and circumstances that previously gave rise to substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued have been resolved.
Facts and circumstances could change in the future that are outside of management’s control, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19.
Recent Developments
−Removed: On April 21, 2021, Braemar and Lincoln Park, entered into a purchase agreement, pursuant to which the Company may sell to Lincoln Park up to 8,893,565 shares of its common stock, from time to time during the term of the purchase agreement.
−Removed: The issuance of the shares of common stock pursuant to the purchase agreement has been registered pursuant to the Company’s 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.
−Removed: Braemar and Lincoln Park also entered into a registration rights agreement, pursuant to which the Company agreed to maintain the effectiveness of the Registration Statement.
−Removed: As of August 4, 2021, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million u nder the purchase agreement .
−Removed: 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").
−Removed: 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.
−Removed: The Convertible Senior Notes are governed by an indenture (the “Base Indenture”) between the Company and U.S.
−Removed: Bank National Association, as trustee.
−Removed: 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.
−Removed: The Convertible Senior Notes will mature on June 1, 2026.
−Removed: A portion of the proceeds were used to fully repay the secured term loan.
−Removed: On May 25, 2021, the Company entered into an equity distribution agreement with Virtu Americas LLC (“Virtu”), to sell from time to time shares of our common stock having an aggregate offering price of up to $50 million (the “Virtu May 2021 EDA”).
−Removed: We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold.
−Removed: 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.
−Removed: As of August 4, 2021, the Company has sold approximately 8.1 million shares of common stock under the Virtu May 2021 EDA and received gross proceeds of approximately $48.6 million.
−Removed: During the second quarter of 2021, we recognized a gain of $800,000 related to the settlement of a transfer tax matter with the City of San Francisco.
On July 12, 2021, the Company entered into a second equity distribution agreement with Virtu to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million (the “Virtu July 2021 EDA”).
1 unchanged sentence
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.
−Removed: As of August 4, 2021, the Company has not sold any shares of common stock under the Virtu July 2021 EDA.
+Added: As of November 3, 2021, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received proceeds of approximately $24.0 million.
On July 12, 2021, the Company made an additional investment in OpenKey of approximately $117,000.
−Removed: Subsequent to June 30, 2021, the Company has sold approximately 86,000 shares of Series E Preferred Stock and received net proceeds of approximately $1.9 million.
On August 5, 2021, the Company acquired a 100% interest in the 138-room Mr.
−Removed: C Beverly Hills Hotel and five luxury condominium residences adjacent to the hotel for total consideration of approximately $74 million, subject to adjustments.
−Removed: The consideration consisted of $10 million of cash, 2.5 million Braemar OP common units, 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price and the assumption of a $50 million mortgage loan.
+Added: C Beverly Hills Hotel and five luxury residences adjacent to the hotel.
+Added: The total consideration consisted of $10.0 million of cash, 2.5 million Braemar OP common units with a fair value of approximately $13.2 million and 500,000 warrants for the purchase of Braemar common stock with a $6.00 strike price and a fair value of approximately $1.5 million.
+Added: Additionally, the Company assumed a $50.0 million mortgage loan, with a fair value of approximately $49.8 million.
Upon closing, the Company repaid $20.0 million of the assumed mortgage loan.
+Added: On September 23, 2021, the Company finalized an extension of its mortgage loans for the Bardessono Hotel and Spa with a final maturity in August 2022 and the Hotel Yountville with a final maturity in May 2022.
+Added: Each of the loans was extended for one year beyond its original maturity on the same terms as the original loan.
Key Indicators of Operating Performance
3 unchanged sentences
We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole.
−Removed: We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to
−Removed: determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns.
+Added: 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:
24 unchanged sentences
RESULTS OF OPERATIONS
−Removed: Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
−Removed: The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020 (in thousands except percentages):
−Removed: Three Months Ended June 30, Favorable (Unfavorable)
+Added: Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020
+Added: The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended September 30, 2021 and 2020 (in thousands except percentages):
+Added: Three Months Ended September 30, Favorable (Unfavorable)
2021 2020 $ Change % Change
11 unchanged sentences
Depreciation and amortization 18,284 18,507 223 1.2
−Removed: Gain on legal settlement (989) — 989
Advisory services fee 4,809 4,575 (234) (5.1)
16 unchanged sentences
Net income (loss) attributable to the Company $ (6,946) $ (18,677) $ 11,731 62.8 %
−Removed: All hotel properties owned for the three months ended June 30, 2021 and 2020 have been included in our results of operations during the respective periods in which they were owned.
+Added: All hotel properties owned for the three months ended September 30, 2021 and 2020 have been included in our results of operations during the respective periods in which they were owned.
+Added: 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, 2021 and 2020.
+Added: The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
+Added: The following acquisitions and dispositions affect reporting comparability related to our condensed consolidated financial statements:
+Added: Hotel Properties Location Acquisition/Disposition Acquisition/Disposition Date
+Added: C Beverly Hills Hotel Los Angeles, CA Acquisition August 5, 2021
The following table illustrates the key performance indicators of all hotel properties owned for the periods indicated:
−Removed: Three Months Ended June 30,
+Added: Three Months Ended September 30,
Occupancy 61.64 % 26.88 %
3 unchanged sentences
Total hotel revenue (in thousands) $ 116,177 $ 44,754
+Added: The following table illustrates the key performance indicators of the 13 hotel properties that were included for the full three months ended September 30, 2021 and 2020:
+Added: Three Months Ended September 30,
+Added: Occupancy 61.81 % 26.88 %
+Added: ADR (average daily rate) $ 358.25 $ 304.68
+Added: RevPAR (revenue per available room) $ 221.43 $ 81.89
+Added: Rooms revenue (in thousands) $ 76,027 $ 28,118
+Added: Total hotel revenue (in thousands) $ 113,905 $ 44,754
Net Income (Loss) Attributable to the Company.
−Removed: Net loss attributable to the Company decreased $38.7 million, from $47.9 million for the three months ended June 30, 2020 (the “2020 quarter”) to $9.2 million for the three months ended June 30, 2021 (the “2021 quarter”), as a result of the factors discussed below.
+Added: Net loss attributable to the Company decreased $11.7 million, from $18.7 million for the three months ended September 30, 2020 (the “2020 quarter”) to $6.9 million for the three months ended September 30, 2021 (the “2021 quarter”), as a result of the factors discussed below.
Rooms Revenue .
1 unchanged sentence
During the 2021 quarter, we experienced a 3,476 basis point increase in occupancy and a 17.5% increase in room rates.
−Removed: The increase in rooms revenue is due to the hotel properties recovering from the COVID-19 pandemic.
−Removed: Fluctuations in rooms revenue is a result of the changes in occupancy and ADR as reflected in the table below (dollars in thousands):
+Added: The increase in rooms revenue is primarily due to the hotel properties recovering from the COVID-19 pandemic as well as an increase of $1.5 million associated with the acquisition of the Mr.
+Added: C Beverly Hills Hotel on August 5, 2021.
+Added: Fluctuations in rooms revenue between the 2021 quarter and the 2020 quarter is a result of the changes in occupancy and ADR between the 2021 quarter and the 2020 quarter as reflected in the table below (dollars in thousands):
Hotel Property Favorable (Unfavorable)
2 unchanged sentences
Capital Hilton (1)
−Removed: $ 1,213 1,797 n/a
+Added: $ 2,145 2,698 21.7 %
Marriott Seattle Waterfront 5,850 6,315 34.0 %
1 unchanged sentence
The Clancy (2)
−Removed: 2,798 5,139 (59.6) %
+Added: 5,185 7,469 n/a
Sofitel Chicago Magnificent Mile 3,527 3,243 45.9 %
9 unchanged sentences
Total $ 47,908 3,493 17.5 %
+Added: Non-comparable
+Added: C Beverly Hills Hotel $ 1,534 n/a n/a
_______________
−Removed: (1) The hotel was closed the entire 2020 quarter.
+Added: (1) The hotel was closed from April 2020 through mid-August 2020.
(2) The hotel was being renovated through September 30, 2020.
1 unchanged sentence
Food and beverage revenue increased $16.0 million, or 186.9%, to $24.5 million during the 2021 quarter compared to the 2020 quarter.
−Removed: This increase is attributable to increases at all hotel properties as they are recovering from the COVID-19 pandemic.
+Added: This increase is attributable to an aggregate increase at all comparable hotel properties of $15.4 million as they are recovering from the COVID-19 pandemic, as well as an increase of $553,000 resulting from the acquisition of the Mr.
+Added: C Beverly Hills Hotel on August 5, 2021.
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 $6.0 million, or 74.4%, to $14.1 million during the 2021 quarter compared to the 2020 quarter.
−Removed: The increase is attributable to an aggregate increase in other hotel revenue of $9.7 million at twelve hotel properties, partially offset by a decrease of $126,000 at Capital Hilton and lower business interruption revenue of $390,000.
−Removed: During the 2020 quarter, we recognized business interruption revenue of $390,000 at The Ritz-Carlton St.
−Removed: Thomas as a result of Hurricane Irma.
−Removed: There was no business interruption revenue during the 2021 quarter as the insurance claim was fully settled in 2020.
+Added: The increase is attributable to an aggregate increase in other hotel revenue of $5.8 million at 13 comparable hotel properties and an increase of $186,000 at the Mr.
+Added: C Beverly Hills Hotel.
Rooms Expense .
Rooms expense increased $9.1 million, or 114.1%, to $17.1 million in the 2021 quarter compared to the 2020 quarter.
−Removed: This increase is attributable to increases at all hotel properties as they are recovering from the COVID-19 pandemic.
+Added: This increase is primarily attributable to an aggregate increase of $8.8 million at 12 comparable hotel properties as they are recovering from the COVID-19 pandemic and an increase of $410,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset by a decrease of $113,000 at the Capital Hilton.
Food and Beverage Expense .
Food and beverage expense increased $12.3 million, or 153.3%, to $20.3 million during the 2021 quarter compared to the 2020 quarter.
−Removed: This increase is attributable to an aggregate increase of $12.9 million at all but two hotel properties.
−Removed: The increase was partially offset by an aggregate decrease in food and beverage expense of $177,000 at Capital Hilton and The Notary Hotel.
+Added: This increase is attributable to an aggregate increase of $11.8 million at all comparable hotel properties and an increase of $455,000 at the Mr.
+Added: C Beverly Hills Hotel.
Other Operating Expenses .
3 unchanged sentences
Direct expenses were 4.4% of total hotel revenue in the 2021 quarter and 6.4% in the 2020 quarter.
−Removed: The increase in direct expenses is attributable to higher occupancy levels at our hotel properties as they are recovering from the COVID-19 pandemic.
−Removed: The increase in indirect expenses is comprised of increases in (i) general and administrative costs of $6.3 million;
−Removed: (ii) marketing costs of $3.2 million;
−Removed: (iii) repairs and maintenance of $2.3 million;
−Removed: (iv) lease expense of $102,000;
−Removed: (v) energy costs of $1.4 million;
−Removed: and (vi) incentive management fees of $3.3 million.
+Added: 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 $13,000 at the Mr.
+Added: C Beverly Hills Hotel.
+Added: The increase in indirect expenses comprises increases in:
+Added: (i) general and administrative costs of $4.6 million comprising an increase of $4.3 million at our 13 comparable hotel properties and $294,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (ii) marketing
+Added: costs of $3.8 million comprising an increase of $3.6 million at our 13 comparable hotel properties and $181,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (iii) repairs and maintenance of $1.8 million, comprising an increase of $1.7 million at our 13 comparable hotel properties and $79,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (iv) lease expense of $825,000 comprising an increase of $820,000 at our 13 comparable hotel properties and $5,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (v) energy costs of $1.2 million comprising an increase of $1.0 million at our 13 comparable hotel properties and $153,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: and (vi) incentive management fees of $1.2 million comprising an increase of $1.2 million at our 13 comparable hotel properties and $22,000 at the Mr.
+Added: C Beverly Hills Hotel.
Management Fees .
−Removed: Base management fees increased $2.5 million, or 533.5%, to $3.0 million in the 2021 quarter compared to the 2020 quarter at all of our hotel properties as a result of the recovery from the COVID-19 pandemic.
+Added: Base management fees increased $2.3 million, or 172.1%, to $3.6 million in the 2021 quarter compared to the 2020 quarter at all of our comparable hotel properties as a result of the recovery from the COVID-19 pandemic and an increase of $67,000 at the Mr.
+Added: C Beverly Hills Hotel.
Property Taxes, Insurance and Other .
−Removed: Property taxes, insurance and other decreased $54,000, or 0.7%, to $7.2 million in the 2021 quarter compared to the 2020 quarter.
+Added: Property taxes, insurance and other increased $5.7 million, or 82.2%, to $12.6 million in the 2021 quarter compared to the 2020 quarter.
+Added: The increase comprised an aggregate increase of approximately $5.9 million at six hotel properties.
+Added: Approximately $5.3 million of the increase is primarily attributable to higher current year assessments at two hotel properties.
+Added: The increase also includes an increase of $209,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset by an aggregate decrease of approximately $314,000 at seven hotel properties.
Depreciation and Amortization .
Depreciation and amortization decreased $223,000, or 1.2%, to $18.3 million in the 2021 quarter compared to the 2020 quarter.
+Added: The decrease is comprised of an aggregate decrease of approximately $959,000 at eight comparable hotel properties, partially offset by an aggregate increase of $363,000 at The Clancy, Hotel Yountville, The Ritz-Carlton St.
+Added: Thomas, The Ritz-Carlton Sarasota and The Ritz-Carlton Lake Tahoe as well as an increase of $373,000 at the Mr.
+Added: C Beverly Hills Hotel.
Advisory Services Fee.
−Removed: Advisory services fee increased $1.8 million, or 37.5%, to $6.7 million in the 2021 quarter compared to the 2020 quarter due to increases in the base advisory fee of $106,000, reimbursable expenses of $98,000, incentive fee of $1.3 million, and equity-based compensation of $368,000.
−Removed: In the 2021 quarter, we recorded an advisory services fee of $6.7 million, which included a base advisory fee of $2.7 million, reimbursable expenses of $510,000, incentive fee of $1.3 million and $2.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
+Added: Advisory services fee increased $234,000, or 5.1%, to $4.8 million in the 2021 quarter compared to the 2020 quarter due to increases in the base advisory fee of $372,000, reimbursable expenses of $290,000 and equity-based compensation of $1.2 million, partially offset by a decrease in incentive fee of $1.6 million.
+Added: 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.
+Added: and a credit to incentive fee of $1.6 million.
In the 2020 quarter, we recorded an advisory services fee of $4.6 million, which included a base advisory fee of $2.4 million, reimbursable expenses of $404,000 and $1.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
−Removed: Gain on legal settlements .
−Removed: In the 2021 quarter, we recognized a gain of $800,000 related to the settlement of a transfer tax matter with the City of San Francisco and a gain of $189,000 related to a billing dispute.
−Removed: In the 2020 quarter, there was no such gain recognized.
Transaction Costs.
−Removed: In the 2021 quarter, we recognized $296,000 of transaction costs associated with the pending acquisition of the Mr.
+Added: In the 2021 quarter, we recognized transactions costs of $275,000 associated with the acquisition of the Mr.
C Beverly Hills Hotel.
2 unchanged sentences
Corporate general and administrative expense was $2.1 million in the 2021 quarter and $1.4 million in the 2020 quarter.
−Removed: The increase in corporate general and administrative expense is due to higher miscellaneous expenses of $301,000, higher public company costs of $165,000 and an increase of $425,000 related to our share of the reimbursed operating expenses of Ashford Securities, partially offset by lower professional fees of $23,000.
+Added: The increase in corporate general and administrative expense is due to higher professional fees of $226,000, higher public company costs of $225,000 and an increase of $414,000 related to our share of the reimbursed operating expenses of Ashford Securities, partially offset by lower miscellaneous expenses of $176,000.
Gain (Loss) on Insurance Settlement and Disposition of Assets.
−Removed: In the 2021 quarter, we recognized a gain of $197,000 associated with the sale of certain ERFP assets to Ashford Inc.
+Added: In the 2020 quarter, we recognized a gain of $10.1 million as a result of finalizing the insurance settlement from Hurricane Irma.
Equity in Earnings (Loss) of Unconsolidated Entity .
1 unchanged sentence
Interest Income .
−Removed: Interest income decreased $12,000, or 50.0%, to $12,000 for the 2021 quarter.
+Added: Interest income increased $1,000, or 8.3%, to $13,000 for the 2021 quarter.
Other Income (Expense) .
−Removed: Other expense was $64,000 in 2020 quarter as compared to $0 in the 2021 quarter.
−Removed: In the 2020 quarter, we recorded expense of $64,000 related to CMBX premiums and interest paid on collateral.
+Added: Other expense was $3.6 million in 2020 quarter compared to $0 in the 2021 quarter.
+Added: In the 2020 quarter, we recorded a realized loss of $3.5 million on interest rate floors and expense of $64,000 related to CMBX premiums and interest paid on collateral.
Interest Expense and Amortization of Loan Costs .
−Removed: Interest expense and amortization of loan costs decreased $10.2 million, or 58.5%, to $7.2 million in the 2021 quarter compared to the 2020 quarter.
−Removed: The decrease is primarily due to a lower average LIBOR rate and the amortization of default interest and late charges recorded on loans that were previously in default, partially offset by higher interest expense associated with our secured term loan as well as the interest on our Convertible Senior Notes.
+Added: Interest expense and amortization of loan costs decreased $495,000, or 5.6%, to $8.4 million in the 2021 quarter compared to the 2020 quarter.
+Added: The decrease is primarily due to lower interest expense from a lower average LIBOR rate, a credit to interest expense related to the amortization of default interest and late charges recorded on loans that were previously in default and the repayment of our secured term loan.
+Added: These decreases were partially offset by higher interest expense associated with our Convertible Senior Notes and the mortgage loan associated with the Mr.
+Added: Beverly Hills Hotel acquisition.
The average LIBOR rates in the 2021 quarter and the 2020 quarter were 0.09% and 0.16%, respectively.
Write-off of Loan Costs and Exit Fees.
−Removed: Write-off of loan costs and exit fees was $1.2 million in the 2021 quarter, primarily associated with the $1.2 million write-off of unamortized loan costs upon the payoff of our secured term loan.
−Removed: Write-off of loan costs and exit fees was $2.2 million in the 2020 quarter, resulting 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.
+Added: 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.
+Added: C Beverly Hills Hotel acquisition.
+Added: Write-off of loan costs and exit fees was $1.3 million in the 2020 quarter, resulting from 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 $1.3 million, were expensed in accordance with applicable accounting guidance.
Unrealized Gain (Loss) on Derivatives .
−Removed: Unrealized loss on derivatives of $58,000 in the 2021 quarter consisted of unrealized loss on interest rate caps.
−Removed: Unrealized loss on derivatives of $969,000 in the 2020 quarter consisted of a $925,000 unrealized loss on CMBX credit default swaps and a $44,000 unrealized loss on interest rate caps.
+Added: 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.
+Added: Unrealized gain on derivatives of $3.6 million in the 2020 quarter consisted of a $3.5 million unrealized gain on interest rate floors associated with the recognition of realized losses from the expiration of interest rate floors and a $51,000 unrealized gain on CMBX credit default swaps, partially offset by a $30,000 unrealized loss on interest rate caps.
Income Tax (Expense) Benefit .
−Removed: Income tax (expense) benefit changed $4.5 million, from income tax benefit of $4.4 million in the 2020 quarter to income tax expense of $61,000 in the 2021 quarter.
+Added: Income tax (expense) benefit changed $2.1 million, from an income tax benefit of $1.5 million in the 2020 quarter to income tax expense of $560,000 in the 2021 quarter.
This change was primarily due to an increase in the profitability of our TRS entities in the 2021 quarter compared to the 2020 quarter.
1 unchanged sentence
Our noncontrolling interest partner in consolidated entities was allocated a loss of $450,000 and $2.0 million in the 2021 quarter and the 2020 quarter, respectively.
−Removed: At both June 30, 2021 and 2020, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
+Added: At both September 30, 2021 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.
−Removed: Noncontrolling interests in operating partnership were allocated a net loss of $1.3 million and $5.8 million in the 2021 quarter and the 2020 quarter, respectively.
−Removed: Redeemable noncontrolling interests in Braemar OP represented ownership interests of 7.62% and 10.26% as of June 30, 2021 and 2020, respectively.
−Removed: Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
−Removed: The following table summarizes changes in key line items from our condensed consolidated statements of operations for the six months ended June 30, 2021 and 2020 (in thousands except percentages):
−Removed: Six Months Ended June 30, Favorable (Unfavorable)
+Added: Noncontrolling interests in operating partnership were allocated a net loss of $823,000 and $2.4 million in the 2021 quarter and the 2020 quarter, respectively.
+Added: Redeemable noncontrolling interests in Braemar OP represented ownership interests of 8.35% and 10.08% as of September 30, 2021 and 2020, respectively.
+Added: Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020
+Added: The following table summarizes changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020 (in thousands except percentages):
+Added: Nine Months Ended September 30, Favorable (Unfavorable)
2021 2020 $ Change % Change
30 unchanged sentences
Net income (loss) attributable to the Company $ (24,887) $ (79,538) $ 54,651 68.7 %
+Added: All hotel properties owned for the nine months ended September 30, 2021 and 2020 have been included in our results of operations during the respective periods in which they were owned.
+Added: 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, 2021 and 2020.
+Added: The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
+Added: The following acquisitions and dispositions affect reporting comparability related to our condensed consolidated financial statements:
+Added: Hotel Properties Location Acquisition/Disposition Acquisition/Disposition Date
+Added: C Beverly Hills Hotel Los Angeles, CA Acquisition August 5, 2021
The following table illustrates the key performance indicators of all hotel properties for the periods indicated:
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Occupancy 49.46 % 31.11 %
3 unchanged sentences
Total hotel revenue (in thousands) $ 297,135 $ 175,169
+Added: The following table illustrates the key performance indicators of the 13 hotel properties that were included for the full nine months ended September 30, 2021 and 2020:
+Added: Nine Months Ended September 30,
+Added: Occupancy 49.42 % 31.11 %
+Added: ADR (average daily rate) $ 385.63 $ 330.77
+Added: RevPAR (revenue per available room) $ 190.60 $ 102.90
+Added: Rooms revenue (in thousands) $ 194,187 $ 105,119
+Added: Total hotel revenue (in thousands) $ 294,863 $ 175,169
Net Income (Loss) Attributable to the Company.
−Removed: Net loss attributable to the Company decreased $42.9 million, from $60.9 million for the six months ended June 30, 2020 (the “the 2020 period”), to $17.9 million for the six months ended June 30, 2021 (the “the 2021 period”), as a result of the factors discussed below.
+Added: Net loss attributable to the Company decreased $54.7 million, from $79.5 million for the nine months ended September 30, 2020 (the “2020 period”), to $24.9 million for the nine months ended September 30, 2021 (the “2021 period”), as a result of the factors discussed below.
Rooms Revenue .
1 unchanged sentence
During the 2021 period, we experienced a 1,835 basis point increase in occupancy and a 16.5% increase in room rates compared to the 2020 period.
−Removed: The increase in rooms revenue is due to the hotel properties recovering from the COVID-19 pandemic.
−Removed: Fluctuations in rooms revenue is a result of the changes in occupancy and ADR as reflected in the table below (dollars in thousands):
+Added: The increase in rooms revenue is due to the hotel properties recovering from the COVID-19 pandemic as well as an increase of $1.5 million associated with the acquisition of the Mr.
+Added: C Beverly Hills Hotel on August 5, 2021.
+Added: Fluctuations in rooms revenue between the 2021 period and the 2020 period is a result of the changes in occupancy and ADR between the 2021 period and the 2020 period as reflected in the table below (dollars in thousands):
Hotel Property Favorable (Unfavorable)
2 unchanged sentences
Capital Hilton (1)
+Added: $ (1,146) 449 (30.8) %
Marriott Seattle Waterfront 6,159 2,517 9.1 %
13 unchanged sentences
Total $ 89,067 1,831 16.5 %
+Added: Non-comparable
+Added: C Beverly Hills Hotel $ 1,534 n/a n/a
_______________
+Added: (1) The hotel was closed from April 2020 through mid-August in 2020.
(2) The hotel was being renovated through September 30, 2020.
1 unchanged sentence
Food and beverage revenue increased $21.6 million, or 54.7%, to $61.0 million during the 2021 period compared to the 2020 period.
−Removed: This increase is primarily driven by the gradual recovery from the COVID-19 pandemic.
−Removed: We experienced an aggregate increase in food and beverage revenue of $12.0 million at The Ritz-Carlton St.
−Removed: Thomas, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Pier House Resort & Spa, Bardessono Hotel and Spa and Hotel Yountville.
−Removed: The increases were partially offset by an aggregate decrease of $6.4 million at Capital Hilton, Hilton La Jolla Torrey Pines, The Notary Hotel, Marriott Seattle Waterfront, Park Hyatt Beaver Creek Resort & Spa, The Clancy and Sofitel Chicago Magnificent Mile.
+Added: This increase is primarily driven by the recovery from the COVID-19 pandemic.
+Added: We experienced an aggregate increase in food and beverage revenue of $24.3 million at ten comparable hotel properties as well as an increase of $553,000 at the Mr.
+Added: C Beverly Hills Hotel.
+Added: These increases were partially offset by an aggregate decrease of $3.3 million at Capital Hilton, Hilton La Jolla Torrey Pines and The Notary Hotel.
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 $9.8 million, or 32.0%, to $40.4 million during the 2021 period compared to the 2020 period.
−Removed: The increase is attributable to higher other hotel revenue of $8.8 million at eight hotel properties, partially offset by an aggregate decrease of $1.1 million at The Clancy, Capital Hilton, Hilton La Jolla Torrey Pines and The Notary Hotel and lower business interruption revenue of $4.0 million.
+Added: The increase is attributable to higher other hotel revenue of $14.0 million at 11 comparable hotel properties and an increase of $186,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset by an aggregate decrease of $381,000 at The Clancy and Capital Hilton as well as lower business interruption revenue of $4.0 million.
During the 2020 period, we recognized business interruption revenue of $4.0 million at The Ritz-Carlton St.
3 unchanged sentences
Rooms expense increased $12.3 million, or 41.9%, to $41.6 million in the 2021 period compared to the 2020 period.
−Removed: The increase is attributable to an aggregate increase in rooms expense of $5.7 million at nine hotel properties, partially offset by a decrease of $2.5 million at the Capital Hilton, The Notary Hotel, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines.
+Added: The increase is attributable to an aggregate increase in rooms expense of $12.7 million at 12 comparable hotel properties and an increase of $410,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset by a decrease of $791,000 at the Capital Hilton.
Food and Beverage Expense .
Food and beverage expense increased $15.0 million, or 42.2%, to $50.5 million during the 2021 period compared to the 2020 period.
−Removed: The increase is attributable to an aggregate increase of $8.6 million at seven hotel properties, partially offset by an aggregate decrease of $5.8 million at Capital Hilton, The Notary Hotel, Hilton La Jolla Torrey Pines, Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile and Park Hyatt Beaver Creek Resort & Spa.
+Added: The increase is attributable to an aggregate increase of $18.0 million at nine comparable hotel properties and an increase of $455,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset by an aggregate decrease of $3.5 million at the Capital Hilton, The Notary Hotel, Hilton La Jolla Torrey Pines and Marriott Seattle Waterfront.
Other Operating Expenses .
1 unchanged sentence
Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
−Removed: We experienced an increase of $3.1 million in direct expenses and $3.8 million in indirect expenses and incentive management fees in the 2021 period compared to the 2020 period.
+Added: We experienced an
+Added: increase of $5.4 million in direct expenses and $17.2 million in indirect expenses and incentive management fees in the 2021 period compared to the 2020 period.
Direct expenses were 5.1% of total hotel revenue in the 2021 period and 5.6% in the 2020 period.
−Removed: The increase in direct expenses is associated with higher revenues as hotel properties are recovering from the COVID-19 pandemic.
−Removed: The increase in indirect expenses is attributable to increases in (i) incentive management fees of $3.8 million;
−Removed: (ii) repairs and maintenance of $1.5 million;
−Removed: and (iii) energy costs of $1.3 million.
−Removed: The increases were partially offset by decreases in (i) general and administrative costs of $2.6 million;
−Removed: (ii) lease expense of $159,000;
−Removed: and (iii) marketing costs of $65,000.
+Added: The increase in direct expenses is associated with higher revenues as all of our comparable hotel properties are recovering from the COVID-19 pandemic and an increase of 13,000 at the Mr.
+Added: C Beverly Hills Hotel.
+Added: The increase in indirect expenses is attributable to increases in (i) general and administrative costs of $2.0 million comprising an increase of $1.7 million at our 13 comparable hotel properties and $294,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (ii) marketing costs of $3.7 million comprising an increase of $3.5 million at our 13 comparable hotel properties and $181,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (iii) repairs and maintenance of $3.3 million comprising an increase of $3.2 million at our 13 comparable hotel properties and $79,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (iv) lease expense of $667,000 comprising an increase of $662,000 at our 13 comparable hotel properties and $5,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: (v) energy costs of $2.5 million comprised of an increase of $2.4 million at our 13 comparable hotel properties and $153,000 at the Mr.
+Added: C Beverly Hills Hotel;
+Added: and (vi) incentive management fees of $5.0 million comprising an increase of $5.0 million at our 13 comparable hotel properties and $22,000 at the Mr.
+Added: C Beverly Hills Hotel.
Management Fees .
Base management fees increased $3.4 million, or 60.3%, to $9.1 million in the 2021 period compared to the 2020 period.
−Removed: Management fees increased $1.9 million at eight hotel properties, partially offset be an aggregate decrease of $728,000 at the Capital Hilton, Hilton La Jolla Torrey Pines and Park Hyatt Beaver Creek Resort & Spa, The Notary Hotel and The Clancy.
+Added: Management fees increased $3.6 million at eleven comparable hotel properties and $67,000 at the Mr.
+Added: C Beverly Hills Hotel, partially offset be an aggregate decrease of approximately $200,000 at the Capital Hilton and The Clancy.
Property Taxes, Insurance and Other .
−Removed: Property taxes, insurance and other decreased $450,000, or 3.0%, to $14.5 million in the 2021 period compared to the 2020 period.
+Added: Property taxes, insurance and other increased $5.2 million, or 24.0%, to $27.1 million in the 2021 period compared to the 2020 period.
+Added: The increase is comprised of an aggregate increase of approximately $5.7 million at nine hotel properties.
+Added: Approximately $4.9 million of the increase is primarily attributable to higher current year assessments at two hotel properties.
+Added: The increase also includes $209,000 at the Mr.
+Added: C Beverly Hills Hotel.
+Added: These increases were partially offset by an aggregate decrease of approximately $489,000 at four hotel properties.
Depreciation and Amortization .
Depreciation and amortization decreased $517,000, or 0.9%, to $54.9 million for the 2021 period compared to the 2020 period.
+Added: The decrease is comprised of an aggregate decrease of $2.7 million at eight comparable hotel properties, partially offset by an increase of $373,000 at the Mr.
+Added: C Beverly Hills Hotel and an aggregate increase of $1.8 million at The Clancy, Hotel Yountville, The Ritz-Carlton St.
+Added: Thomas, The Ritz-Carlton Sarasota and The Ritz-Carlton Lake Tahoe.
Advisory Services Fee.
−Removed: Advisory services fee increased $1.6 million, or 15.7%, to $11.5 million in the 2021 period compared to the 2020 period due to increases in the base advisory fee of $30,000, reimbursable expenses of $46,000, and incentive fee of $1.6 million, partially offset by a decrease in equity-based compensation of $149,000.
+Added: Advisory services fee increased $1.8 million, or 12.4%, to $16.3 million in the 2021 period compared to the 2020 period due to increases in the base advisory fee of $402,000, reimbursable expenses of $336,000, as well as an increase in equity-based compensation of $1.1 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, $6.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
−Removed: and an incentive fee of $1.6 million.
−Removed: In the 2020 period, we recorded an advisory services fee of $10.0 million, which included a base advisory fee of $5.2 million, reimbursable expenses of $956,000 and $3.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
+Added: In the 2020 period, we recorded an advisory services fee of $14.5 million, which included a base advisory fee of $7.6 million, reimbursable expenses of $1.4 million and $5.6 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Gain on Legal Settlement .
2 unchanged sentences
Transaction costs.
−Removed: In the 2021 period, we recognized $296,000 of transaction costs associated with the pending acquisition of the Mr.
+Added: In the 2021 period, we recognized $571,000 of transaction costs associated with the acquisition of the Mr.
C Beverly Hills Hotel.
4 unchanged sentences
Gain (loss) on Insurance Settlement and Disposition of Assets .
+Added: In the 2020 period, we recognized a gain of $10.1 million as a result of finalizing the insurance settlement from Hurricane Irma.
In the 2021 period, we recognized a gain of $481,000 associated with proceeds received from an insurance claim, 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.
4 unchanged sentences
Other Income (Expense) .
−Removed: Other expense decreased $202,000, or 100.0% to $0 in the 2021 period compared to the 2020 period.
−Removed: In the 2020 period, we recorded expense of $127,000 related to CMBX premiums and interest paid on collateral and a realized loss of $75,000 on interest rate floors.
+Added: Other expense decreased $3.8 million, or 100.0% to $0 in the 2021 period compared to the 2020 period.
+Added: In the 2020 period, we recorded a realized loss of $3.6 million on interest rate floors and expense of $191,000 related to CMBX premiums and interest paid on collateral.
Interest Expense and Amortization of Loan Costs .
Interest expense and amortization of loan costs decreased $15.8 million, or 41.5%, to $22.3 million for the 2021 period compared to the 2020 period.
−Removed: The dec rease is primarily due to a lower average LIBOR rate and the amortization of default interest and late charges recorded on loans that were previously in default, partially offset by higher interest expense on our Convertible Senior Notes .
+Added: The dec rease i s primarily due to lower interest expense from a lower average LIBOR rate, a credit to interest expense related to the amortization of default interest and late charges recorded on loans that were previously in default and the repayment of our secured term loan.
+Added: These decreases were partially offset by higher interest expense from our Convertible Senior Notes and the mortgage loan associated with the Mr.
+Added: C Beverly Hills Hotel acquisition.
The average LIBOR rates for the 2021 period and the 2020 period were 0.10% and 0.64%, respectively.
2 unchanged sentences
Third-party fees incurred in conjunction with these amendments, totaling $351,000, were expensed in accordance with applicable accounting guidance.
−Removed: Write-off of loan costs and exit fees was $2.2 million in the 2020 period, resulting 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.
+Added: 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.
+Added: C Beverly Hills Hotel.
+Added: Write-off of loan costs and exit fees was $3.6 million for the 2020 period, resulting 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 $3.6 million, were expensed in accordance with applicable accounting guidance.
Unrealized Gain (Loss) on Derivatives .
−Removed: Unrealized loss on derivatives of $78,000 for the 2021 period consisted of unrealized loss on interest rate caps.
−Removed: Unrealized gain on derivatives of $187,000 for the 2020 period consisted of a $175,000 unrealized gain on CMBX credit default swaps and a $75,000 unrealized gain on interest rate floors, partially offset by an unrealized loss of $63,000 on interest rate caps.
+Added: 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.
+Added: Unrealized gain on derivatives of $3.7 million for the 2020 period consisted of a $3.6 million unrealized gain on interest rate floors associated with the recognition of realized losses from the expiration of interest rate floors and a $226,000 unrealized gain on CMBX credit default swaps and partially offset by an unrealized loss of $93,000 on interest rate caps.
Income Tax (Expense) Benefit .
3 unchanged sentences
Our noncontrolling interest partner in consolidated entities was allocated a loss of $2.5 million and $5.0 million for the 2021 period and the 2020 period, respectively.
−Removed: At both June 30, 2021 and 2020, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
+Added: At both September 30, 2021 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 a net loss of $3.2 million and $10.0 million for the 2021 period and the 2020 period, respectively.
−Removed: Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 7.62% and 10.26% as of June 30, 2021 and 2020, respectively.
+Added: Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 8.35% and 10.08% as of September 30, 2021 and 2020, respectively.
LIQUIDITY AND CAPITAL RESOURCES
2 unchanged sentences
In March 2020, the World Health Organization declared COVID-19 to be a global pandemic.
−Removed: Beginning in late February 2020, we experienced a significant decline in occupancy and RevPAR associated with COVID-19 as we experienced significant reservation cancellations as well as a significant reduction in new reservations.
+Added: Beginning in late February 2020, we experienced a significant decline in occupancy and RevPAR associated with COVID-19 as we experienced significant
+Added: reservation cancellations as well as a significant reduction in new reservations.
The prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses.
−Removed: The Company has taken proactive and aggressive actions to protect liquidity and reduce corporate expenses.
−Removed: The Company has also significantly reduced its planned spending for capital expenditures for fiscal year 2021 to approximately $20 million to $30 million and suspended its common stock dividends.
−Removed: When preparing financial statements for each annual and interim reporting period management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
−Removed: In applying the accounting guidance, the Company considers its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months.
−Removed: As of June 30, 2021, the Company maintained unrestricted cash of $157.7 million and restricted cash of $57.4 million.
−Removed: For the six months ended June 30, 2021, cash flows provided by operating activities was approximately $31.5 million.
−Removed: The vast majority of the restricted cash is comprised of lender and manager held reserves.
−Removed: The Company worked with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.
+Added: As of September 30, 2021, the Company maintained unrestricted cash of $195.5 million and restricted cash of $44.8 million.
+Added: For the nine months ended September 30, 2021, cash flows provided by operating activities was approximately $55.1 million.
+Added: The vast majority of the restricted cash comprises lender and manager held reserves.
At the end of the quarter, there was also $20.4 million due to the Company from third-party hotel managers, which is primarily the Company’s cash held by one of its property managers which is also available to fund hotel operating costs.
1 unchanged sentence
We cannot predict when hotel operating levels will return to normalized levels after the effects of the pandemic fully subside, whether our hotels will be forced to shut down operations or whether one or more possible recurrences of COVID-19 case surges could result in further reductions in business and personal travel or potentially cause state and local governments to reinstate travel restrictions.
−Removed: As a result of these factors resulting from the impact of the pandemic, we are unable to estimate future financial performance with certainty.
−Removed: However, based on our completed Convertible Senior Notes transaction (as described below), the corresponding repayment of our secured term loan, which eliminated financial covenants associated with it, our current unrestricted and restricted cash on hand, our current cash utilization and forecast of future operating results for the next 12 months from the date of this report, and the actions we have taken to improve our liquidity, the Company has concluded that the facts and circumstances that previously gave rise to substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued have been resolved.
Facts and circumstances could change in the future that are outside of management’s control, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19.
14 unchanged sentences
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.
−Removed: However, there are a number of
−Removed: 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.
+Added: 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.
3 unchanged sentences
In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays.
−Removed: 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.
+Added: 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%
+Added: 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.
8 unchanged sentences
The board of directors’ authorization replaced any previous repurchase authorizations.
−Removed: No shares were repurchased during the six months ended June 30, 2021, pursuant to this authorization.
+Added: No shares were repurchased during the nine months ended September 30, 2021, 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.
3 unchanged sentences
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.
−Removed: As of August 4, 2021, the Company has sold approximately 7.4 million shares of common stock and received gross proceeds of approximately $30.8 million under this program.
−Removed: 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 Preferred Stock and our non-traded Series M Preferred Stock.
−Removed: 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 offered pursuant to a dividend reinvestment plan.
+Added: As of November 3, 2021, the Company has sold approximately 7.4 million shares of common stock and received gross proceeds of approximately $30.8 million under this program.
+Added: 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”).
+Added: 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.
−Removed: serves as the dealer manager and wholesaler of our Series E Preferred Stock and Series M Preferred Stock.
−Removed: On April 2, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary to the Company’s Articles of Amendment and Restatement that provided for:
−Removed: (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
−Removed: shares of preferred stock;
−Removed: (ii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series E Preferred Stock;
−Removed: and (iii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series M Preferred Stock.
−Removed: These new Series E Articles Supplementary and Series M Articles Supplementary were filed to revise the preferred stock terms related to the dividend rate, the Company’s optional redemption right and certain other voting rights.
+Added: serves as the dealer manager and wholesaler of the Series E Preferred Stock and Series M Preferred Stock.
+Added: 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:
+Added: (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;
+Added: (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”);
+Added: 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”).
+Added: 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.
−Removed: 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership to conform to the terms of its Series E Articles Supplementary and Series M Articles Supplementary.
−Removed: As of August 4, 2021, the Company has sold approximately 86,000 shares of Series E Preferred Stock and received net proceeds of approximately $1.9 million.
−Removed: As of August 4, 2021, no shares of Series M Preferred Stock have been issued.
−Removed: On December 4, 2019, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our Series B Convertible Preferred Stock having an aggregate offering price of up to $40.0 million.
−Removed: Sales of shares of our Series B Convertible Preferred Stock 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 Series B Convertible Preferred Stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network.
−Removed: 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 Series B Convertible Preferred Stock sold through such sales agents.
−Removed: Since the inception of the program, we issued approximately 63,000 shares of our Series B Convertible Preferred Stock through our “at-the-market” equity offering program resulting in gross proceeds of approximately $1.0 million before discounts and commissions to the selling agents of approximately $19,000.
+Added: 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.
+Added: As of November 3, 2021, the Company has issued approximately 459,000 shares of Series E Preferred Stock and received net proceeds of approximately $10.3 million and issued approximately 17,000 shares of Series M Preferred Stock and received net proceeds of approximately $408,000.
+Added: On December 4, 2019, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our 5.50% Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) having an
+Added: aggregate offering price of up to $40.0 million.
+Added: Sales of shares of the Series B Convertible Preferred Stock 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 the Series B Convertible Preferred Stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network.
+Added: 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 the Series B Convertible Preferred Stock sold through such sales agents.
+Added: Since the inception of the program, we issued approximately 63,000 shares of the Series B Convertible Preferred Stock through our “at-the-market” equity offering program resulting in gross proceeds of approximately $1.0 million before discounts and commissions to the selling agents of approximately $19,000.
On February 4, 2021, the Company entered into the SEDA, pursuant to which the Company will be able to sell the Commitment Amount at the Company’s request any time during the commitment period commencing on February 4, 2021, and terminating at the end of the Commitment Period.
7 unchanged sentences
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.
−Removed: As of August 4, 2021, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $10.0 million under the SEDA.
−Removed: From March 16, 2021 through August 4, 2021, Braemar entered into privately negotiated exchange agreements with certain holders of its Series B Convertible Preferred Stock in reliance on Section 3(a)(9) of the Securities Act.
+Added: As of November 3, 2021, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $10.0 million under the SEDA.
+Added: From March 16, 2021 through November 3, 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.
The Company agreed to exchange a total of approximately 2.0 million shares of its common stock for approximately 7.3 million shares of its Series B Convertible Preferred Stock.
On April 21, 2021, Braemar and Lincoln Park, entered into a purchase agreement, pursuant to which the Company may sell to Lincoln Park up to 8,893,565 shares of its common stock, par value $0.01 per share of the Company, from time to time during the term of the purchase agreement.
−Removed: The issuance of the common shares pursuant to the purchase agreement has been registered pursuant to the Company’s 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.
+Added: The issuance of the common stock pursuant to the purchase agreement has been registered pursuant to the Company’s 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.
Braemar and Lincoln Park also entered into a registration rights agreement, pursuant to which the Company agreed to maintain the effectiveness of the Registration Statement.
−Removed: As of August 4, 2021, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million u nder the Purchase Agreement .
+Added: As of November 3, 2021, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $4.2 million under the Purchase Agreement .
On May 25, 2021, the Company entered into an equity distribution agreement with Virtu Americas LLC (“Virtu”), to sell from time to time shares of our common stock having an aggregate offering price of up to $50 million (the “Virtu May 2021 EDA”).
1 unchanged sentence
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.
−Removed: As of August 4, 2021, the Company has sold approximately 8.1 million shares of common stock under the Virtu May 2021 EDA and received gross proceeds of approximately $48.6 million.
+Added: As of November 3, 2021, the Company has sold approximately 8.3 million shares of common stock under the Virtu May 2021 EDA and received gross proceeds of approximately $50.0 million.
On July 12, 2021, the Company entered into a second equity distribution agreement with Virtu to sell from time to time shares of our common stock having an aggregate offering price of up to $100 million (the “Virtu July 2021 EDA”).
We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold.
−Removed: The Company may
−Removed: 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.
−Removed: As of August 4, 2021, the Company has not sold any shares of common stock under the Virtu July 2021 EDA.
+Added: 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.
+Added: As of November 3, 2021, 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
3 unchanged sentences
Bank National Association, as trustee.
−Removed: 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.
+Added: The Convertible Senior Notes bear interest at a rate of 4.50% per annum, payable semi-
+Added: 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.
2 unchanged sentences
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.
+Added: On September 23, 2021, the Company finalized an extension of its mortgage loans for the Bardessono Hotel and Spa with a final maturity in August 2022 and the Hotel Yountville with a final maturity in May 2022.
+Added: Each of the loans was extended for one year beyond its original maturity on the same terms as the original loan.
Sources and Uses of Cash
−Removed: We had approximately $157.7 million and $78.6 million of cash and cash equivalents at June 30, 2021 and December 31, 2020, respectively.
+Added: We had approximately $195.5 million and $78.6 million of cash and cash equivalents at September 30, 2021 and December 31, 2020, 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.
−Removed: Net cash flows provided by (used in) operating activities were $31.5 million and $(23.3) million for the six months ended June 30, 2021 and 2020, respectively.
−Removed: Cash flows from operations were impacted by the COVID-19 pandemic and changes in hotel operations of our thirteen hotel properties.
+Added: Net cash flows provided by (used in) operating activities were $55.1 million and $(35.6) million for the nine months ended September 30, 2021 and 2020, respectively.
+Added: Cash flows from operations were impacted by the COVID-19 pandemic and changes in hotel operations of our 13 comparable hotel properties as well the acquisition of the Mr.
+Added: C Beverly Hills Hotel on August 5, 2021.
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, settling with hotel managers and timing differences between the receipt of proceeds from business interruption insurance claims and the recognition of the related revenue.
Net Cash Flows Provided by (Used in) Investing Activities .
−Removed: For the six months ended June 30, 2021, net cash flows used in investing activities were $10.3 million.
−Removed: These cash outflows were primarily attributable to $9.1 million of capital improvements made to various hotel properties and a deposit of $3.0 million associated with the pending acquisition of the Mr.
−Removed: Hotel, partially offset by proceeds of $1.8 million from the sale of certain ERFP assets to Ashford Inc.
−Removed: For the six months ended June 30, 2020, net cash flows used in investing activities were $9.8 million.
−Removed: These cash outflows were primarily attributable to $12.3 million of capital improvements made to various hotel properties partially offset by $2.5 million of insurance proceeds received related to the hurricanes.
+Added: For the nine months ended September 30, 2021, net cash flows used in investing activities were $23.7 million.
+Added: 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.
+Added: C Beverly Hills Hotel, partially offset by proceeds of $1.8 million from the sale of certain ERFP assets to Ashford Inc.
+Added: For the nine months ended September 30, 2020, net cash flows used in investing activities were $18.9 million.
+Added: These cash outflows were primarily attributable to $21.5 million of capital improvements made to various hotel properties offset by $2.5 million of insurance proceeds received related to the hurricanes.
Net Cash Flows Provided by (Used in) Financing Activities.
−Removed: For the six months ended June 30, 2021, net cash flows provided by financing activities were $80.7 million.
−Removed: Cash inflows primarily consisted of net proceeds of $83.2 million from the issuance of our Convertible Senior Notes, $65.7 million from the issuance of common stock and contributions of $920,000 from a noncontrolling interest in consolidated entities.
−Removed: The cash inflows were partially offset by repayments of indebtedness of $62.8 million, $4.9 million of dividend and distribution payments and $930,000 of payments for loan costs and fees.
−Removed: For the six months ended June 30, 2020, net cash flows provided by financing activities were $46.7 million.
−Removed: Cash inflows primarily consisted of borrowings on indebtedness of $109.3 million and net proceeds of $474,000 from the issuance of preferred stock, partially offset by repayments on indebtedness of $44.3 million, $11.0 million of dividend and distribution payments, $4.9 million of payments for loan costs and fees associated with loan forbearance and distributions of $2.6 million to a noncontrolling interest in consolidated entities.
+Added: For the nine months ended September 30, 2021, net cash flows provided by financing activities were $95.6 million.
+Added: 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.
+Added: The cash inflows were partially offset by repayments of indebtedness of $83.8 million, $6.9 million of dividend and distribution payments and $1.9 million of payments for loan costs and fees.
+Added: For the nine months ended September 30, 2020, net cash flows provided by financing activities were $47.1 million.
+Added: Cash inflows primarily consisted of borrowings on indebtedness of $109.3 million, net proceeds of $6.4 million from the “at-the-market” common stock offering and $474,000 from the issuance of preferred stock, partially offset by repayments on indebtedness of $46.0 million, $13.6 million of dividend and distribution payments, $6.5 million of payments for loan costs and fees associated with loan forbearance, and distributions of $2.6 million to a noncontrolling interest in consolidated entities.
Dividend Policy .
11 unchanged sentences
Contractual Obligations and Commitments
−Removed: There have been no material changes, outside of the ordinary course of business, as of June 30, 2021 to contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2020 Form 10-K.
+Added: There have been no material changes, outside of the ordinary course of business, as of September 30, 2021 to contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2020 Form 10-K.
Off-Balance Sheet Arrangements
18 unchanged sentences
The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
20 unchanged sentences
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.
−Removed: Our calculation of Adjusted FFO excludes dividends on convertible preferred stock, gain/loss on extinguishment of 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 and non-cash items such as interest expense on Convertible Senior Notes, interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives, stock/unit-based compensation and the Company’s portion of adjustments to FFO of OpenKey.
+Added: Our calculation of Adjusted FFO excludes dividends on Series B Convertible Preferred Stock, gain/loss on extinguishment of 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 and non-cash items such as interest expense on Convertible Senior Notes, interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives, stock/unit-based compensation 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.
5 unchanged sentences
The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
12 unchanged sentences
FFO available to common stockholders and OP unitholders 7,762 (15,969) 13,224 (54,244)
−Removed: Series B Cumulative Convertible Preferred Stock dividends 1,068 1,730 2,631 3,460
+Added: Series B Convertible Preferred Stock dividends 1,058 1,729 3,689 5,189
(Gain) loss on extinguishment of preferred stock 111 — 4,595 —
15 unchanged sentences
The following table presents the amounts of the adjustments for noncontrolling interests for each line item:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
18 unchanged sentences
Truckee, CA 170 100 % 170
+Added: C Beverly Hills Hotel (2)
+Added: Los Angeles, CA 143 100 % 143
Ground Lease Properties (3)
5 unchanged sentences
(1) The above information does not include the operations of ten condominium units not owned by The Ritz-Carlton Lake Tahoe.
+Added: (2) Includes 138 hotel rooms and five residences adjacent to the hotel.
(3) Some of our hotel properties are on land subject to ground leases, two of which cover the entire property.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.