Braemar Hotels & Resorts(BHR) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for Q1 2025 ITEM 1. FINANCIAL STATEMENTS (unaudited) This section presents Braemar Hotels & Resorts Inc.'s unaudited condensed consolidated financial statements and accompanying notes for Q1 2025 Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Total assets | $2,098,029 | $2,136,059 | | Total liabilities | $1,402,332 | $1,413,889 | | Total equity | $235,477 | $237,362 | - Investments in hotel properties, net, decreased from $1.78 billion at December 31, 2024, to $1.77 billion at March 31, 2025[11] - Cash and cash equivalents decreased significantly from $135.5 million at December 31, 2024, to $81.7 million at March 31, 2025[11] Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income or loss over a specific period Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Total hotel revenue | $215,820 | $219,079 | | Total operating expenses | $179,080 | $176,612 | | Operating income (loss) | $36,740 | $42,467 | | Net income (loss) attributable to the Company | $10,998 | $15,929 | | Net income (loss) attributable to common stockholders | $(2,547) | $3,524 | | Income (loss) per share - basic | $(0.04) | $0.05 | | Income (loss) per share - diluted | $(0.04) | $0.05 | - Net income attributable to the Company decreased by $4.9 million, from $15.9 million in Q1 2024 to $11.0 million in Q1 2025[13] - Total hotel revenue decreased by 1.5% year-over-year, from $219.1 million in Q1 2024 to $215.8 million in Q1 2025[13] Condensed Consolidated Statements of Comprehensive Income (Loss) This statement presents net income and other comprehensive income items, reflecting total changes in equity from non-owner sources Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :---------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income (loss) | $10,672 | $15,482 | | Unrealized gain (loss) on investment in securities | $859 | $0 | | Total comprehensive income (loss) | $11,531 | $15,482 | | Comprehensive income (loss) attributable to the Company | $11,777 | $15,929 | - The company reported an unrealized gain on investment in securities of $859 thousand in Q1 2025, compared to zero in Q1 2024[14] Condensed Consolidated Statements of Equity This statement outlines changes in the company's equity accounts, including common stock, preferred stock, and retained earnings Condensed Consolidated Statements of Equity (in thousands) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Total stockholders' equity of the Company | $238,908 | $240,729 | | Common stock shares outstanding | 67,047 | 66,608 | | Series E redeemable preferred stock shares | 13,910 | 14,911 | | Series M redeemable preferred stock shares | 1,459 | 1,477 | - Total stockholders' equity of the Company decreased from $240.7 million at December 31, 2024, to $238.9 million at March 31, 2025[17] - Redemption/conversion of operating partnership units resulted in a $2.25 million increase in total equity for the three months ended March 31, 2025[17] Condensed Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities for the period Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net cash provided by (used in) operating activities | $15,146 | $36,039 | | Net cash provided by (used in) investing activities | $(14,204) | $(22,828) | | Net cash provided by (used in) financing activities | $(49,764) | $39,709 | | Net change in cash, cash equivalents and restricted cash | $(48,822) | $52,920 | | Cash, cash equivalents and restricted cash at end of period | $136,235 | $219,423 | - Net cash provided by operating activities decreased significantly from $36.0 million in Q1 2024 to $15.1 million in Q1 2025[21] - Net cash used in financing activities was $49.8 million in Q1 2025, a substantial shift from $39.7 million provided by financing activities in Q1 2024, primarily due to higher repayments of indebtedness and preferred stock redemptions[21][209][210] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements Note 1. Organization and Description of Business This note describes the company's corporate structure, business model as a REIT, and its hotel property portfolio - Braemar Hotels & Resorts Inc. is a Maryland corporation that invests primarily in high RevPAR luxury hotels and resorts, operating as a REIT[25] - The company owns 15 hotel properties across seven states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, totaling 3,807 rooms (3,667 net rooms)[29] - Braemar is advised by Ashford Hospitality Advisors LLC and does not directly operate its hotels, instead engaging hotel management companies, including Remington Hospitality (a subsidiary of Ashford Inc.) for four properties[26][27] Note 2. Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and include accounts of wholly-owned and majority-owned subsidiaries[31] - Braemar OP is consolidated as a variable interest entity (VIE) because Braemar has the power to direct its activities and absorb losses/receive benefits[33] - New accounting standards ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) are effective for annual periods beginning January 1, 2025, and after December 15, 2026, respectively, with early adoption permitted[35][36][37] Note 3. Revenue This note disaggregates total hotel revenue by geographical market for the reported periods Total Hotel Revenue by Geographical Market (in thousands) | Primary Geographical Market | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | California | $38,366 | $36,361 | | Puerto Rico | $29,376 | $27,210 | | Arizona | $25,886 | $24,693 | | Colorado | $22,403 | $22,582 | | Florida | $39,810 | $39,699 | | Illinois | $4,318 | $4,730 | | Pennsylvania | $7,682 | $5,908 | | Washington | $6,296 | $5,703 | | Washington, D.C. | $17,307 | $15,457 | | USVI | $24,376 | $24,996 | | Sold hotel property (2024) | — | $11,740 | | Total | $215,820 | $219,079 | - Total hotel revenue decreased from $219.1 million in Q1 2024 to $215.8 million in Q1 2025, partly due to the disposition of a hotel property[39] - Florida, California, and Puerto Rico were the top three revenue-generating geographical markets in Q1 2025[39] Note 4. Investments in Hotel Properties, net This note details the composition and net book value of the company's hotel property investments Investments in Hotel Properties, net (in thousands) | Asset Category | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Land | $630,842 | $630,842 | | Buildings and improvements | $1,429,225 | $1,430,096 | | Furniture, fixtures and equipment | $164,731 | $158,470 | | Construction in progress | $20,121 | $20,420 | | Residences | $12,746 | $12,746 | | Total cost | $2,257,665 | $2,252,574 | | Accumulated depreciation | $(487,720) | $(473,888) | | Investments in hotel properties, net | $1,769,945 | $1,778,686 | - Net investments in hotel properties decreased by $8.7 million from December 31, 2024, to March 31, 2025[40] - No impairment charges were recorded for the three months ended March 31, 2025, or 2024[41] Note 5. Hotel Disposition This note provides information on the sale of a hotel property, including the gain recognized and its operating results prior to disposition - On July 17, 2024, the Company sold the Hilton La Jolla Torrey Pines for $165 million in cash, resulting in a gain of approximately $88.1 million for the year ended December 31, 2024[42][43] Operating Results for Hilton La Jolla Torrey Pines (Three Months Ended March 31, 2024, in thousands) | Metric | Amount | | :-------------------------------------------------------------------------------- | :----- | | Total hotel revenue | $11,740 | | Total hotel operating expenses | $(7,193) | | Operating income (loss) | $2,668 | | Income (loss) before income taxes attributable to the Company | $247 | Note 6. Indebtedness, net This note details the company's mortgage loans and convertible senior notes, including refinancing activities Indebtedness, net (in thousands) | Indebtedness Type | March 31, 2025 | December 31, 2024 | | :---------------- | :------------- | :---------------- | | Mortgage loans | $1,134,513 | $1,136,693 | | Convertible Senior Notes | $86,250 | $86,250 | | Deferred loan costs, net | $(17,316) | $(11,985) | | Premiums/(discounts), net | $(779) | $(940) | | Indebtedness, net | $1,202,668 | $1,210,018 | - On March 7, 2025, the company refinanced two mortgage loans into a new $363.0 million mortgage loan at SOFR + 2.52%, with a two-year initial term and three one-year extension options[45][46] - The company was in compliance with all debt covenants as of March 31, 2025[50] Note 7. Note Receivable This note describes an unsecured loan provided by the company and its associated interest income - The company provided an unsecured loan to BW Coinvest I, LLC, with proceeds used to purchase 3.5 million shares of Braemar common stock[53][54] Note Receivable (in thousands) | Line Item | Interest Rate | March 31, 2025 | December 31, 2024 | | :---------- | :------------ | :------------- | :---------------- | | Note receivable | SOFR + 3.00% | $8,434 | $8,283 | - Interest income from the note receivable was $152 thousand for the three months ended March 31, 2025[56] Note 8. Fair Value Measurements This note explains the methodology and hierarchy used for measuring financial instruments at fair value - Financial instruments measured at fair value are classified into a three-level hierarchy based on observability of inputs: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[57][60] - Interest rate caps are valued using market standard methodology, discounting future expected cash receipts based on observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs)[57][58] Assets Measured at Fair Value on a Recurring Basis (in thousands) | Asset Category | March 31, 2025 (Level 2) | December 31, 2024 (Level 2) | | :-------------------------- | :----------------------- | :-------------------------- | | CMBS | $42,394 | $41,535 | | Interest rate derivatives - caps | $478 | $356 | | Total | $42,872 | $41,891 | Note 9. Summary of Fair Value of Financial Instruments This note presents the carrying amounts and estimated fair values of various financial instruments Carrying Amounts and Estimated Fair Values of Financial Instruments (in thousands) | Instrument | March 31, 2025 Carrying Value | March 31, 2025 Estimated Fair Value | December 31, 2024 Carrying Value | December 31, 2024 Estimated Fair Value | | :-------------------------------- | :------------------------------ | :---------------------------------- | :------------------------------- | :----------------------------------- | | Investment in securities | $42,394 | $42,394 | $41,535 | $41,535 | | Derivative assets | $478 | $478 | $356 | $356 | | Cash and cash equivalents | $81,689 | $81,689 | $135,465 | $135,465 | | Indebtedness | $1,219,984 | $1,218,557 | $1,222,003 | $1,207,420 | - The fair value of total indebtedness was estimated at approximately 99.9% of its carrying value ($1.2 billion) as of March 31, 2025, and 98.8% as of December 31, 2024[70] - The carrying values of short-term financial assets and liabilities (cash, receivables, payables) approximate their fair values due to their short-term nature (Level 1 valuation)[67] Note 10. Income (Loss) Per Share This note reconciles the calculation of basic and diluted income (loss) per share Income (Loss) Per Share Reconciliation (in thousands, except per share amounts) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to common stockholders | $(2,547) | $3,524 | | Weighted average common shares outstanding – basic | 66,744 | 66,455 | | Income (loss) per share - basic | $(0.04) | $0.05 | | Weighted average common shares outstanding – diluted | 66,744 | 268,516 | | Income (loss) per share - diluted | $(0.04) | $0.05 | - Diluted EPS was $(0.04) in Q1 2025, a decrease from $0.05 in Q1 2024, primarily due to a decrease in net income attributable to common stockholders[71] - The computation of diluted EPS for Q1 2025 did not reflect adjustments for certain items (e.g., preferred stock conversions) due to their anti-dilutive effect[71] Note 11. Redeemable Noncontrolling Interests in Operating Partnership This note details the equity interests held by limited partners in the operating partnership - Redeemable noncontrolling interests represent limited partners' share of equity and earnings/losses in Braemar OP, based on common units and vested LTIP units[72] - LTIP units, issued as compensation, generally vest over three years and can convert to common units upon achieving economic parity[73] Redeemable Noncontrolling Interests in Braemar OP (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | | Redeemable noncontrolling interests in Braemar OP | $26,430 | $29,964 | | Ownership percentage of operating partnership | 9.33 % | 8.05 % | | Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $262 | $(296) | Note 12. Equity and Stock-Based Compensation This note provides information on common stock dividends, share repurchase programs, and stock-based compensation plans - Common stock dividends declared were $3.372 million for Q1 2025, slightly up from $3.345 million in Q1 2024[79] - A new share repurchase program for up to $50 million was approved on May 3, 2024, but no common stock has been repurchased under this program as of March 31, 2025[79] - Performance Stock Units (PSUs) are granted to executive officers and directors, vesting based on performance targets over a three-year period, with compensation cost recognized ratably[81] Note 13. Redeemable Preferred Stock This note describes the various series of redeemable preferred stock and their dividend declarations - The company has three series of redeemable preferred stock: 5.50% Series B Cumulative Convertible Preferred Stock, Series E Redeemable Preferred Stock, and Series M Redeemable Preferred Stock[84][88][100] - All series of preferred stock are classified outside of permanent equity due to cash redemption features outside the company's control[87][96][109] Preferred Stock Dividends Declared (in thousands) | Preferred Stock Series | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------- | :-------------------------------- | :-------------------------------- | | Series D | $825 | $825 | | Series B | $1,058 | $1,058 | | Series E | $7,600 | $6,616 | | Series M | $770 | $924 | Note 14. Related Party Transactions This note discloses transactions and fees with related parties, including the company's advisor - Ashford LLC, a subsidiary of Ashford Inc., acts as the company's advisor, providing advisory, asset management, and other services[111][113] Advisory Services Fees Incurred (in thousands) | Fee Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Base advisory fee | $3,576 | $3,327 | | Reimbursable expenses | $3,001 | $2,265 | | Equity-based compensation | $(48) | $1,108 | | Incentive fee | $82 | $0 | | Total | $6,611 | $6,700 | - The company incurred $1.7 million in fees from Lismore (or its subsidiaries) for debt placement and brokerage services in Q1 2025, up from $1.1 million in Q1 2024[116] Note 15. Commitments and Contingencies This note outlines the company's legal proceedings, class action lawsuits, and contractual commitments - The company is involved in several class action lawsuits related to California employment laws, with tentative settlements reached for some cases, and estimated liabilities accrued as of March 31, 2025[130][131][132] - A class action lawsuit related to a cyber incident in Q3 2023 has reached a tentative settlement of approximately $485,000, with final court approval scheduled for August 27, 2025[135] - The company is required to make escrow payments for insurance, real estate taxes, debt service, and capital improvements (3% to 5% of gross revenues) under certain management and debt agreements[126] Note 16. Segment Reporting This note identifies the company's single reportable business segment and its key performance metric, Hotel Adjusted EBITDA - The company operates in one reportable business segment: direct hotel investments, which involves owning hotel properties through acquisition or new development[137] - The Chief Operating Decision Maker (CODM) reviews and makes decisions based on individual hotel net income (loss) before interest expense, income taxes, depreciation, and amortization, adjusted for certain items (Hotel Adjusted EBITDA)[139] Hotel Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Total hotel revenue | $215,820 | $219,079 | | Total expenses | $145,079 | $148,100 | | Hotel adjusted EBITDA | $70,741 | $70,979 | | Net income (loss) | $10,672 | $15,482 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section analyzes the company's financial condition and operating results for Q1 2025, covering liquidity, capital, and non-GAAP measures Forward-Looking Statements This section cautions readers about statements regarding future events and financial performance, which are subject to risks - The report contains forward-looking statements identifiable by terms like 'may,' 'will,' 'expect,' and 'anticipate,' covering business strategy, asset purchases/sales, operating results, capital expenditures, and technology impact[142][144] - These statements are based on current beliefs and expectations, but actual results may vary materially due to various risks and uncertainties, including changes in interest rates, macroeconomic conditions, and capital market volatility[143][144] - Readers are cautioned not to place undue reliance on forward-looking statements, and the company does not intend to update them except as required by law[145] Overview This section provides a high-level summary of the company's business, investment strategy, and advisory structure - Braemar Hotels & Resorts Inc. is a Maryland REIT focused on high RevPAR luxury hotels and resorts, owning interests in 15 hotel properties across the U.S. and its territories[146][147] - The company is advised by Ashford LLC and does not directly operate its hotels, instead contracting hotel management companies, including Remington Hospitality for four properties[148][149] - Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. hold a controlling interest in Ashford Inc. and collectively owned approximately 4.2% of Braemar's common stock as of March 31, 2025[151][152] Recent Developments This section highlights significant events and transactions, including loan refinancings and property management changes - On January 14, 2025, the mortgage loan for The Ritz-Carlton Lake Tahoe was amended, including a $10.0 million principal pay down, extending maturity to July 2025, and reducing the interest rate to SOFR + 3.25%[154] - On March 7, 2025, the company refinanced two mortgage loans into a new $363.0 million mortgage loan at SOFR + 2.52%, secured by five hotels, representing an approximate 49% loan-to-value[155] - On May 5, 2025, the Sofitel Chicago Magnificent Mile transitioned from brand-managed to a franchise structure, now managed by Remington Hospitality, with planned renovations over the next two years[157] Key Indicators of Operating Performance This section defines the primary metrics used to evaluate hotel operations and overall business performance - The company uses Occupancy, Average Daily Rate (ADR), and Revenue Per Available Room (RevPAR) as key indicators to evaluate hotel operating performance[158][160] - Changes in ADR typically have a greater impact on operating margins and profitability than changes in occupancy, as they do not substantially affect variable operating costs[159] - Non-GAAP measures such as Funds From Operations (FFO), Adjusted FFO, Earnings Before Interest, Taxes, Depreciation, and Amortization for real estate (EBITDAre), and Adjusted EBITDAre are also used to evaluate business operating performance[162] Results of Operations (Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024) This section analyzes the financial performance for the quarter, comparing revenues, expenses, and key operating metrics year-over-year Key Financial Performance (in thousands, except percentages) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :------------------------------------------ | :------ | :------ | :------- | :------- | | Total hotel revenue | $215,820 | $219,079 | $(3,259) | (1.5)% | | Total operating expenses | $179,080 | $176,612 | $(2,468) | (1.4)% | | Operating income (loss) | $36,740 | $42,467 | $(5,727) | (13.5)% | | Net income (loss) attributable to the Company | $10,998 | $15,929 | $(4,931) | (31.0)% | Key Performance Indicators (All Hotel Properties) | Metric | Q1 2025 | Q1 2024 | | :----- | :-------- | :-------- | | Occupancy | 64.58 % | 65.39 % | | ADR | $611.38 | $551.46 | | RevPAR | $394.81 | $360.59 | | Rooms revenue (in thousands) | $136,092 | $138,552 | | Total hotel revenue (in thousands) | $215,820 | $219,079 | - Rooms revenue decreased by $2.5 million, primarily due to the sale of the Hilton La Jolla Torrey Pines in July 2024. Comparable hotel properties saw a 4.4% increase in room rates but a 22 basis point decrease in occupancy[165] - Interest expense and amortization of discounts and loan costs decreased by $1.7 million (6.3%) due to lower average SOFR rates (4.32% in Q1 2025 vs. 5.33% in Q1 2024), partially offset by higher amortization of loan costs[185] Liquidity and Capital Resources This section discusses the company's ability to meet short-term and long-term financial obligations and fund growth initiatives - Short-term liquidity requirements include operating expenses, advisory fees, maintenance, debt payments, and dividends, expected to be met by cash from operations, capital market activities, asset sales, and existing cash balances[191][192][195] - Long-term liquidity needs for acquisitions, redevelopments, and capital expenditures are expected to be met through equity issuances, working capital, cash from operations, and borrowings, but access to capital markets is subject to various factors[192][193] - As of March 31, 2025, the company held $81.7 million in cash and cash equivalents and $54.5 million in restricted cash, with a net debt to gross assets ratio of 42.3%[197] - The mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap as of March 31, 2025, which could limit flexibility and affect financial condition[196] Dividend Policy This section outlines the company's approach to common stock dividends and factors influencing future declarations - The board of directors approved a dividend policy for 2025, expecting to pay a quarterly cash dividend of $0.05 per share for common stock, or $0.20 per share on an annualized basis[211] - Quarterly cash dividends of $0.05 per diluted share were declared for Q1 and Q2 2025[211] - The dividend policy does not commit the board to declare future dividends, which are reviewed quarterly and depend on operating results and economic outlook[211] Seasonality This section explains the impact of seasonal fluctuations on hotel operations and financial results - Hotel operations are seasonal, with higher occupancy rates during summer or winter months, leading to fluctuations in quarterly lease revenue[212] - Quarterly revenue can be adversely affected by renovations, management effectiveness, and external events like pandemics, extreme weather, or economic factors[212] - Borrowings are expected to fund REIT-required distributions if cash flows from operations are insufficient due to seasonal fluctuations[212] Critical Accounting Policies and Estimates This section identifies the accounting policies requiring significant management judgment and estimation - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenue, and expenses[213] - There have been no material changes to the critical accounting policies described in the 2024 Annual Report on Form 10-K[213] Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial metrics used to supplement GAAP results for performance evaluation - The company presents non-GAAP measures including EBITDA, EBITDAre, Adjusted EBITDAre, FFO, and Adjusted FFO to help investors evaluate operating performance[214][217][219] - Adjusted EBITDAre for Q1 2025 was $63.0 million, down from $66.2 million in Q1 2024[218] - Adjusted FFO available to common stockholders and OP unitholders was $29.1 million in Q1 2025, compared to $30.3 million in Q1 2024[221] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discusses the company's primary market risk exposure, which is related to changes in interest rates on its variable-rate debt. It quantifies the potential impact of interest rate fluctuations on its financial results - The primary market risk exposure is changes in interest rates on approximately $1.1 billion of variable-rate debt as of March 31, 2025[225] - A 25-basis point change in the interest rate on variable-rate debt would impact the results of operations by approximately $2.8 million per year[225] - The company may use hedging arrangements to manage interest rate and currency fluctuations, though no specific arrangements are detailed for the current period[224] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of the company's disclosure controls and procedures as of March 31, 2025, and states that there have been no material changes in internal controls over financial reporting during the most recent fiscal quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[227] - Disclosure controls ensure that information required for SEC reports is recorded, processed, summarized, and reported timely, and communicated to management for decision-making[227] - No material changes in internal controls over financial reporting occurred during the most recent fiscal quarter[229] PART II. OTHER INFORMATION This section provides additional disclosures on legal matters, equity sales, defaults, and other miscellaneous information ITEM 1. LEGAL PROCEEDINGS This section details ongoing legal proceedings, including class action lawsuits, and the company's accrued liabilities - A class action lawsuit filed in December 2016 against a hotel management company, affecting two of the company's hotels, has reached a tentative settlement, with the estimated liability accrued as of March 31, 2025[231] - A lawsuit against Hilton entities, including Hilton La Jolla Torrey Pines, for wage and hour violations, resulted in a mediator's proposal of approximately $3.5 million, with $401,000 allocated and accrued for Hilton La Jolla Torrey Pines as of March 31, 2025[232] - A class action lawsuit related to a September 2023 cyber incident has a tentative settlement of approximately $485,000, with final court approval scheduled for August 27, 2025[235] ITEM 1A. RISK FACTORS This section refers to the risk factors in the 2024 Annual Report on Form 10-K, noting no material changes as of Q1 2025 - The discussion of business and operations should be read in conjunction with the risk factors outlined in Item 1A of the 2024 Annual Report on Form 10-K[237] - As of March 31, 2025, there have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K[237] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details the company's share repurchase program and equity security purchases during Q1 2025 - A new share repurchase program for up to $50 million was approved on May 3, 2024, but no common stock has been repurchased under this plan as of March 31, 2025[238] Purchases of Equity Securities by the Issuer (Q1 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :------------------- | :----------------------------- | :--------------------------- | | January 1 - January 31 | — | $— | | February 1 - February 28 | 19,755 | $2.59 | | March 1 - March 31 | — | $— | | Total | 19,755 | $2.59 | - The 19,755 shares purchased in February were withheld to cover tax-withholding requirements related to the vesting of performance stock units[239] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[240] ITEM 4. MINE SAFETY DISCLOSURES This section indicates that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[241] ITEM 5. OTHER INFORMATION This section provides information regarding Rule 10b5-1 Trading Agreements, stating that no director or officer adopted or terminated such agreements during the first quarter of 2025 - No director or officer of the company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement" during the three months ended March 31, 2025[242] ITEM 6. EXHIBITS This section lists all exhibits filed as part of the Form 10-Q, including various corporate documents and certifications - The exhibits include Articles of Amendment and Restatement, Articles Supplementary, Fifth Amended and Restated Bylaws, and a Limited Waiver Under Advisory Agreement[246] - Certifications of the Chief Executive Officer and Chief Financial Officer are filed herewith, including those pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350[246] - Financial statements and notes are formatted in XBRL (Extensible Business Reporting Language) and submitted electronically[245] SIGNATURES This section contains the signatures of the registrant's authorized officers, confirming the submission of the report - The report is duly signed on behalf of Braemar Hotels & Resorts Inc. by Richard J. Stockton, President and Chief Executive Officer, and Deric S. Eubanks, Chief Financial Officer, on May 8, 2025[248][249][250]