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Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-03-05 · 31 added, 62 removed, 87 unchanged (52% of the section changed)

1 unchanged sentence

Market Price and Dividend Information

Our common stock is listed and traded on the NYSE under the symbol “BHR.” Prior to April 24, 2018, it was listed and traded on the NYSE under the symbol “AHP.” On March 3, 2021, there were 622 holders of record.

Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 8, 2022, there were 623 holders of record.

Distributions and Our Distribution Policy

In December 2019, the board of directors approved our dividend policy for 2020, which stated our then-expectation to pay a quarterly dividend of $0.16 per share during 2020.

As previously disclosed, the approval of our dividend policy did not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.

On March 16, 2020, the Company and its board of directors announced a suspension of its previously disclosed 2020 common stock dividend policy.

The Company did not pay a dividend on its common stock for during any quarter of 2020.

On December 10, 2020, the Company announced that it plans to continue its suspension of the common stock dividend into 2021 to protect liquidity and will evaluate future dividend declarations on a quarterly basis going forward.

We did not pay dividends on our common stock in fiscal year 2020 and 2021.

On March 4, 2022, our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the first quarter of 2022.

Additionally, in March 2022, the board of directors approved an update to our previously announced dividend policy for 2022 to revise our then-expectation to pay a quarterly dividend of $0.01 per share of common stock during 2022.

The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.

The board of directors will continue to review our dividend policy and make announcements with respect thereto.

For the year ended December 31, 2019, the board of directors declared dividends of $0.64.

For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof.

6 unchanged sentences

See “Risk Factors-Risks Related to Our Status as a REIT.” We expect that, at least initially, our distributions may exceed our net income under GAAP because of non-cash expenses included in net income.

To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under our secured revolving credit facility or other loans, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related or debt securities or declaring taxable stock dividends.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions, and, if we elect such issuance, the distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock.

To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under new loans, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related or debt securities or declaring taxable stock dividends.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions, and, if we elect such issuance, the

distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock.

We cannot assure our stockholders that our distribution policy will not change in the future.

10 unchanged sentences

100.0000 0.6400 (1)

Total $ — — % $ 0.1600 100.0000 % $ 0.6400 100.0000 %

19 unchanged sentences

100.0000 2.0624 (1)

100.0000 1.7817 (1)

Total $ 2.0624 100.0000 % $ 2.0624 100.0000 % $ 1.7817 100.0000 %

Preferred Stock – Series E:

$ — — % $ — — % $ — — %

(1) The fourth quarter 2017 distributions paid January 16, 2018 to stockholders of record as of December 31, 2017 are treated as 2018 distributions for tax purposes.

Ordinary income — — — — — —

Capital gain — — — — — —

Unrecaptured 1250 gain — — — — $ — —

Return of capital 0.8330 (1)

100.0000 — — $ — —

Total $ 0.8330 100.0000 % $ — — % $ — — %

Preferred Stock – Series M:

$ — — % $ — — % $ — — %

Ordinary income — — — — — —

Capital gain — — — — — —

Unrecaptured 1250 gain — — — — $ — —

Return of capital 0.6832 (1)

100.0000 — — $ — —

Total $ 0.6832 100.0000 % $ — — % $ — — %

____________________

(1) The fourth quarter 2018 distributions paid January 15, 2019 to stockholders of record as of December 31, 2018 are treated as 2019 distributions for tax purposes.

The fourth quarter 2019 distributions paid January 15, 2020 to stockholders of record as of December 31, 2019 are treated as 2020 distributions for tax purposes.

The fourth quarter 2020 distributions paid January 15, 2021 to stockholders of

record as of December 31, 2020 are treated as 2021 distributions for tax purposes.

The fourth quarter 2021 distributions paid January 18, 2022 to stockholders of record as of December 31, 2021 are treated as 2022 distributions for tax purposes.

(2) On November 5, 2019 Braemar distributed its remaining shares of common stock in Ashford Inc.

AINC) to the common shareholders of record as of the close of business of the New York Stock Exchange on October 29, 2019.

AINC) to the common stockholders of record as of the close of business of the New York Stock Exchange on October 29, 2019.

Equity Compensation Plan Information

7 unchanged sentences

____________________

(1) As of December 31, 2020, approximately 748,000 shares of our common stock, or securities convertible into approximately 748,000 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan and 1.6 million shares of our common stock, or securities convertible into 1.6 million shares of our common stock, remained available for issuance under our Advisor Equity Incentive Plan.

(1) As of December 31, 2021, approximately 774,000 shares of our common stock, or securities convertible into approximately 774,000 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.

On February 23, 2021, the board of directors terminated the Advisor Equity Incentive Plan.

14 unchanged sentences

December 1 to December 31 642 (1)

$ — — $ 50,000,000

Total 3,940 $ — —

__________________

(1) Includes 11,650 shares that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.

(2) There is no cost associated with the forfeiture of restricted shares of 421 and 73 of our common stock in October and November, respectively.

(1) There is no cost associated with the forfeiture of restricted shares of 3,254, 44 and 642 of our common stock in October, November and December, respectively.

Performance Graph

7 unchanged sentences

Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index

Selected Financial Data

The following sets forth our selected consolidated financial and operating information on a historical basis and should be read together with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto, which are included in “Item 8.

Financial Statements and Supplementary Data.”

The selected historical consolidated financial information as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 has been derived from the audited financial statements appearing elsewhere in this Annual Report on Form 10-K.

The selected historical consolidated financial information as of December 31, 2018, 2017 and 2016 has been derived from the related audited financial statements not included in this Annual Report on Form 10-K.

The selected historical information in this section is not intended to replace these audited financial statements.

Year Ended December 31,

2020 2019 2018 2017 2016

(in thousands, except per share amounts)

Statements of Operations Data:

Total revenue $ 226,974 $ 487,614 $ 431,398 $ 414,063 $ 405,857

Total operating expenses $ 316,974 $ 448,375 $ 381,311 $ 375,221 $ 358,716

Gain (loss) on insurance settlement, disposition of assets and sale of hotel properties $ 10,149 $ 25,165 $ 15,738 $ 23,797 $ 26,359

Operating income (loss) $ (79,851) $ 64,404 $ 65,825 $ 62,639 $ 73,500

Net income (loss) $ (124,677) $ 1,196 $ 2,585 $ 28,324 $ 24,320

Net income (loss) attributable to the Company $ (105,262) $ 371 $ 1,320 $ 23,022 $ 19,316

Net income (loss) attributable to common stockholders $ (115,481) $ (9,771) $ (5,885) $ 16,227 $ 15,456

Diluted income (loss) per common share $ (3.39) $ (0.32) $ (0.19) $ 0.51 $ 0.55

Weighted average diluted common shares 33,998 32,289 31,944 34,706 31,195

2020 2019 2018 2017 2016

(in thousands)

Balance Sheet Data:

Investments in hotel properties, gross $ 1,784,849 $ 1,791,174 $ 1,562,806 $ 1,403,110 $ 1,258,412

Accumulated depreciation $ (360,259) $ (309,752) $ (262,905) $ (257,268) $ (243,880)

Investments in hotel properties, net $ 1,424,590 $ 1,481,422 $ 1,299,901 $ 1,145,842 $ 1,014,532

Cash and cash equivalents $ 78,606 $ 71,995 $ 182,578 $ 137,522 $ 126,790

Restricted cash $ 34,544 $ 58,388 $ 75,910 $ 47,820 $ 37,855

Note receivable $ — $ — $ — $ 8,098 $ 8,098

Total assets $ 1,674,021 $ 1,758,947 $ 1,636,487 $ 1,423,819 $ 1,256,997

Indebtedness, net $ 1,130,594 $ 1,058,486 $ 985,873 $ 820,959 $ 764,616

Total stockholders’ equity of the Company $ 276,258 $ 369,267 $ 397,476 $ 381,305 $ 308,796

Year Ended December 31,

2020 2019 2018 2017 2016

(in thousands, except per share amounts)

Cash provided by (used in) operating activities $ (50,287) $ 66,262 $ 70,733 $ 70,608 $ 58,607

Cash provided by (used in) investing activities $ (16,541) $ (226,425) $ (166,824) $ (173,942) $ 103,489

Cash provided by (used in) financing activities $ 49,595 $ 32,058 $ 169,237 $ 124,031 $ (135,625)

Cash dividends declared per common share $ — $ 0.64 $ 0.64 $ 0.64 $ 0.46

EBITDAre (unaudited) (1)

$ (20,754) $ 102,418 $ 96,400 $ 96,272 $ 86,313

Hotel EBITDA (unaudited) (1)

$ 13,437 $ 142,207 $ 137,621 $ 128,300 $ 128,995

Funds From Operations (FFO) (unaudited) (1)

$ (68,182) $ 30,788 $ 32,057 $ 44,897 $ 34,050

____________________

(1) A more detailed description and computation of EBITDAre and FFO is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity