Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - Braemar Hotels & Resorts Inc. | bhr2017q410-kaxex322.htm |
| EX-32.1 - EXHIBIT 32.1 - Braemar Hotels & Resorts Inc. | bhr2017q410-kaxex321.htm |
| EX-31.2 - EXHIBIT 31.2 - Braemar Hotels & Resorts Inc. | bhr2017q410-kaxex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Braemar Hotels & Resorts Inc. | bhr2017q410-kaxex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35972
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)
Maryland | 46-2488594 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) | |
14185 Dallas Parkway, Suite 1100 Dallas, Texas | 75254 | |
(Address of principal executive offices) | (Zip code) | |
(972) 490-9600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock | New York Stock Exchange | |
Preferred Stock, Series B | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) þ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | |
Non-accelerated filer o | Smaller reporting company o | |
Emerging growth company þ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) if the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No
As of June 30, 2017, the aggregate market value of 30,566,005 shares of the registrant’s common stock held by non-affiliates was approximately $314,524,000.
As of October 24, 2018, the registrant had 32,523,680 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 of Braemar Hotels & Resorts Inc. (formerly known as Ashford Hospitality Prime, Inc.) (the “Company” or “Braemar”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2018 (the “Original Form 10-K”), as amended by Amendment No. 1 thereto on Form 10-K/A filed with the SEC on April 30, 2018. The sole purpose of this Amendment is to correct the previously filed exhibit list and certain typographical errors in Item 15, “Exhibits and Financial Statement Schedules” of Part IV of the Original Form 10-K with respect to the separate financial statements of Ashford Inc. incorporated by reference and included as financial statement schedules therein pursuant to Rule 3-09 of Regulation S-X. Specifically, we are correcting (i) the exhibit index to include reference to Exhibit 99.1, which was inadvertently omitted from the Original Form 10-K, and (ii) the date of the Annual Report of Ashford Inc. on Form 10-K from which its audited financial statements were incorporated by reference, which inadvertently referenced the financial statements included in the Annual Report of Ashford Inc. on Form 10-K for the year ended December 31, 2016 instead of December 31, 2017. This Amendment amends and restates Part IV, Item 15 to reflect the corrected disclosure, including an updated exhibit index in respect thereof and new certifications under Section 302 and 906 of the Sarbanes-Oxley Act of 2002. Because this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 4 and 5 of the certifications have been omitted.
Except as described above, this Amendment does not amend any other information set forth in the Original Form 10-K. This Amendment does not update or modify in any way the financial position, results of operations, cash flows, or related disclosures in the Original Form 10-K, and does not reflect any events occurring after the Original Form 10-K’s original filing date of March 14, 2018. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the filing of the Original Form 10-K.
Capitalized terms used in this Amendment and not defined herein have the meanings ascribed to those terms in the Original Form 10-K.
PART IV
Item 15. Financial Statement Schedules and Exhibits
(a), (c) Financial Statements and Schedules
See “Item 8. Financial Statements and Supplementary Data,” on pages 104 through 142 of the Original Form 10-K, for a list of our consolidated financial statements and report of independent registered public accounting firm.
The following financial statement schedule is included on page 146 through page 147 of the Original Form 10-K:
• | Schedule III - Real Estate and Accumulated Depreciation |
The following financial statements are included in this Amendment pursuant to Rule 3-09 of Regulation S-X:
• | The consolidated financial statements of Ashford Inc. as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017, included in Ashford Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-36400), are filed as Exhibit 99.1 hereto and incorporated by reference herein. |
All other financial statement schedules have been omitted because such schedules are not required under the related instructions, such schedules are not significant, or the required information has been disclosed elsewhere in the consolidated financial statements and related notes thereto.
(b) | Exhibits |
Exhibits required by Item 601 of Regulation S-K: The exhibits filed in response to this item are listed in the Exhibit Index.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRAEMAR HOTELS & RESORTS INC. | ||
Date: October 26, 2018 | By: | /s/ RICHARD J. STOCKTON |
Richard J. Stockton | ||
President and Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
2.1 | ||
2.2 | ||
2.3 | ||
3.1 | ||
3.1.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
3.6 | ||
3.7 | ||
3.8 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
10.1 | ||
10.1.1 | ||
10.2 | ||
Exhibit Number | Exhibit Description | |
10.3 | ||
10.4 | ||
10.5† | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.12a | ||
10.13 | ||
10.14 | ||
10.15 | ||
Exhibit Number | Exhibit Description | |
10.16 | ||
10.17 | ||
10.18 | ||
10.19 | ||
10.20 | ||
10.21 | ||
10.22 | ||
10.23 | ||
10.24 | ||
10.25 | ||
10.26 | ||
10.27 | ||
10.28 | ||
10.29 | ||
10.30 | ||
Exhibit Number | Exhibit Description | |
10.31 | ||
10.32 | ||
10.33 | ||
10.34 | ||
10.35 | ||
10.36† | ||
10.37† | ||
10.38 | ||
10.39 | ||
10.40 | ||
10.41† | ||
10.41.1† | ||
10.42 | ||
10.43† | ||
10.44† | ||
10.45† | ||
10.46† | ||
10.47 | ||
Exhibit Number | Exhibit Description | |
10.48 | ||
10.49 | ||
10.50 | ||
10.50.1 | ||
10.50.2 | ||
10.51 | ||
10.51.1 | ||
10.52 | ||
12+ | ||
16.1 | ||
16.2 | ||
21.1+ | ||
21.2+ | ||
23.1+ | ||
23.2+ | ||
31.1* | ||
31.2* | ||
32.1* | ||
32.2* | ||
Exhibit Number | Exhibit Description | |
99.1** | ||
_________________________
* Filed herewith.
** Exhibit 99.1 to this Amendment is being filed to provide audited financial statements and the related footnotes of Ashford Inc. in accordance with SEC Rule 3-09 of Regulation S-X. The management of Ashford Inc. is solely responsible for the form and content of the Ashford Inc. financial statements. Braemar has no responsibility for the form or content of the Ashford Inc. financial statements since it does not control Ashford Inc.
† Management contract or compensatory plan or arrangement.
+ Previously filed as an exhibit to the Original Form 10-K for the year ended December 31, 2017 filed on March 14, 2018.
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iii) Consolidated Statements of Equity;(iv)Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Presentation Linkbase Document. | |