UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the quarterly
period ended March 31, 2020
OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the transition
period from ________________ to ________________
Commission
file number: 001-35972
BRAEMAR
HOTELS & RESORTS INC.
(Exact name
of registrant as specified in its charter)
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Maryland
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46-2488594
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(State or
other jurisdiction of incorporation or organization)
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(IRS
employer identification number)
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14185 Dallas
Parkway, Suite 1100
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Dallas, Texas
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75254
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(Address of
principal executive offices)
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(Zip
code)
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(972)
490-9600
(Registrant’s
telephone number, including area code)
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 every
Interactive Data File required to be submitted 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 such files). þ Yes ¨ No
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.
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Large accelerated
filer
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Accelerated filer
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Non-accelerated
filer
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Smaller reporting
company
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Emerging growth
company
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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) of 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
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock
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BHR
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New York
Stock Exchange
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Preferred
Stock, Series B
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BHR-PB
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New York
Stock Exchange
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Preferred
Stock, Series D
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BHR-PD
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New York
Stock Exchange
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Indicate the
number of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date.
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Common Stock, $0.01 par value
per share
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33,534,996
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(Class)
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Outstanding
at May 22, 2020
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EXPLANATORY
NOTE
Braemar Hotels
& Resorts Inc. (the “Company”) is filing this Amendment No. 1
on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020, originally filed
with the U.S. Securities and Exchange Commission (the “Commission”)
on May 28, 2020 (the “Original Form 10-Q”), to add this Explanatory
Note, which was inadvertently omitted from the Original Form 10-Q,
to disclose that the Company had filed the Original Form 10-Q after
the May 11, 2020 deadline applicable to the Company for the filing
of a Form 10-Q in reliance on the 45-day extension provided by an
order issued by the Commission under Section 36 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) Granting
Exemptions from Specified Provisions of the Exchange Act and
Certain Rules Thereunder, dated March 4, 2020 (Release No.
34-88318), as modified and superseded by a new Commission order
under Section 36 of the Exchange Act Modifying Exemptions from the
Reporting and Proxy Delivery Requirements for Public Companies,
dated March 25, 2020 (Release No. 34-88465) (collectively, the
“Order”).
On May 8, 2020,
the Company filed a Current Report on Form 8-K (the “Form 8-K”) to
indicate its intention to rely on the Order for such extension.
Consistent with the Company’s statements made in the Form 8-K, the
Company was unable to file the Original Form 10-Q until May 28,
2020, and therefore relied on the Order due to circumstances
related to the current coronavirus (“COVID-19”) pandemic.
Specifically, the Company disclosed that it was unable to timely
prepare and review the Original Form 10-Q due to circumstances
related to COVID-19, including disruptions to the Company’s
operations and business, the key accounting personnel responsible
for assisting the Company in the preparation of its financial
statements now being required to work remotely, and reductions in
headcount and furloughs of accounting personnel. Therefore, due to
COVID-19’s interference in the Company’s operations, the Company
was unable to file the Original Form 10-Q on or prior to the May
11, 2020 due date. Consistent with the Company’s statements made in
the Form 8-K, the Company filed its Original Form 10-Q on May 28,
2020 (which was within the permitted timeframe of the
Order).
In addition, the
Company is amending the Exhibit Index to include certain exhibits
which were inadvertently omitted from the Original Form 10-Q
Exhibit Index. Such exhibits were all previously filed in other
filings under the Exchange Act but were inadvertently omitted from
the Original Form 10-Q Exhibit Index.
In accordance
with Rule 12b-15 under the Exchange Act, the Company is including
in this Amendment certifications from its principal executive
officer and principal financial officer as required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this
Amendment. Because no financial statements have been included in
this Amendment and this Amendment does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. The
Company is not including the certifications under Section 906 of
the Sarbanes-Oxley Act of 2002 as no financial statements are being
filed with this Amendment.
Except as
described above, this Amendment does not amend, modify or update
the information in, or exhibits to, the Original Form 10-Q. This
Amendment does not change any previously reported financial results
nor does it reflect events occurring after the filing of the
Original Form 10-Q. This Amendment should be read in conjunction
with the Original Form 10-Q and with the Company’s other filings
made with the Commission subsequent to the filing of the Original
Form 10-Q.
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Exhibit
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Description
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3.1
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3.2
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3.3
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3.3.1
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3.3.2
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3.3.3
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3.4
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3.5
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3.5.1
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3.5.2
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3.5.3
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3.6
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3.7
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3.8
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3.9
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4.1
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10.1
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10.2
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31.1
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31.2
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31.3*
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________________________________
* Filed
herewith.
SIGNATURES
Pursuant to the
requirements 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.
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Date:
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June 3,
2020
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By:
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/s/ RICHARD
J. STOCKTON
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Richard J.
Stockton
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President and Chief Executive
Officer
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Date:
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June 3,
2020
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By:
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/s/ DERIC
S. EUBANKS
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Deric S. Eubanks
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Chief Financial
Officer
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