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Related Party Transactions

12 Months Ended

Dec. 31, 2022

Ashford Inc.

Advisory Agreement

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.

Under our advisory agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. Prior to January 14, 2021, the base fee was paid monthly and ranged from 0.50% to 0.70% per annum of our total market capitalization, ranging from less than $6.0 billion to greater than $10.0 billion plus the Net Asset Fee Adjustment, as defined in the amended and restated advisory agreement, subject to certain minimums. We are also required to pay Ashford LLC an incentive fee that is measured annually (or stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years, subject to the FCCR Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period.On January 14, 2021, we entered into the Second Amended and Restated Advisory Agreement with Ashford LLC (the “Second Amended and Restated Advisory Agreement”). The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement, dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as of June 26, 2018 to, among other items: (i) revise the term and termination rights; (ii) fix the percentage used to calculate the base fee thereunder at 0.70% per annum; (iii) update the list of peer group members; (iv) suspend the requirement that we maintain a minimum Consolidated Tangible Net Worth (as defined in the Second Amended and Restated Advisory Agreement) until the first fiscal quarter beginning after June 30, 2023; and (v) revise the criteria that would constitute a Company Change of Control (as defined in the Second Amended and Restated Advisory Agreement) in order to provide us additional flexibility to dispose of underperforming assets. In connection with the transactions contemplated by the Oaktree Credit Agreement on January 15, 2021, we entered into a Subordination and Non-Disturbance Agreement with Ashford Inc. and Oaktree pursuant to which we agreed to subordinate to the prior repayment in full of all obligations under the Oaktree Credit Agreement: (1) prior to the later of: (i) the second anniversary of the Oaktree Credit Agreement; and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019; (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under the enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder; and (3) any payments to Lismore in connection with the transactions contemplated by the Oaktree Credit Agreement.

On March 15, 2022, we entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. The Company, Ashford Trust OP, Ashford TRS and the Advisor are parties to the Second Amended and Restated Advisory Agreement, which (i) allocates responsibility for certain employee costs between us and our advisor and (ii) permits our board of directors to issue annual equity awards in the Company or Ashford Trust OP to employees and other representatives of our advisor based on achievement by the Company of certain financial or other objectives or otherwise as our board of directors sees fit. Pursuant to the Limited Waiver, the Company, Ashford Trust OP, Ashford TRS and the Advisor waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $8.5 million, in the aggregate, during the waiver period.

The following table summarizes the advisory services fees incurred (in thousands):


	Year Ended December 31,
		2022		2021		2020
Advisory services fee
Base advisory fee		$	34,802	$	36,239	$	34,745
Reimbursable expenses (1)		9,851		6,934		6,436
Equity-based compensation (2)		5,244		9,140		8,869		(3)
Incentive fee		—		—		—
Total advisory services fee		$	49,897	$	52,313	$	50,050

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

(2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

(3) During the year ended December 31, 2020, 7,000 PSUs were forfeited as a result of the separation of an executive officer from the Company. The forfeiture resulted in a credit to equity based compensation expense of approximately $1.9 million for the year ended December 31, 2020.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.’s risk management department manages the casualty insurance program. Each year Ashford Inc.’s risk management department collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

Lismore

On March 20, 2020, Lismore Capital II LLC (formerly known as Lismore Capital LLC) (“Lismore”), a subsidiary of Ashford Inc., entered into an agreement with the Company to seek modifications, forbearances or refinancings of the Company’s loans (as amended and restated on July 1, 2020, the “Lismore Agreement”). The Lismore Agreement expired on April 6, 2022.

Upon entering into the agreement with Lismore, the Company made a payment of $5.1 million. No amounts under this payment can be clawed back. As of December 31, 2022, the Company has paid $5.1 million related to periodic installments of which approximately $5.0 million has been expensed in accordance with the agreement. Additionally, the independent members of the board of directors of Ashford Inc. accelerated approximately $506,000 in claw back credit due to Ashford Trust which, absent a waiver, would have occurred occur after the expiration of the Lismore Agreement. Such claw back credit was due to Ashford Trust in connection with certain properties Ashford Trust no longer owns. This amount was offset against base advisory fees. The remaining approximately $149,000 that could be offset against fees under the agreement was offset against the April 2022 base advisory fee payment. Further, the Company has incurred approximately $8.8 million in success fees under the agreement in connection with each signed forbearance or other agreement, of which no amounts are available for claw back. For the years ended December 31, 2022, 2021 and 2020, the Company recognized expense of $768,000, $5.6 million, $12.1 million, respectively, which is included in “write-off of premiums, loan costs and exit fees.”

We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf. During the years ended December 31, 2022, 2021 and 2020, we made payments of $863,000, $784,000 and $385,000, respectively to Lismore.

Ashford Securities

On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate preferred equity offerings raised, or June 10, 2023, there will be a true up (the “Amended and Restated True-up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc.

On February 1, 2023, Ashford Trust entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Braemar. The Third Amended and Restated Contribution Agreement states that after the Amended and Restated True-Up Date occurs, capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among the Company, Ashford Inc. and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year.

As of December 31, 2022, Ashford Trust has funded approximately $6.2 million. As of December 31, 2022, $126,000 of the pre-funded amount was included in “other assets” and $5.9 million was included in “due from Ashford Inc., net” on our consolidated balance sheet. As of December 31, 2021, $632,000 of the pre-funded amount was included in “other assets” on our consolidated balance sheet. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate equity offerings raised by Ashford Securities, this resulted in a credit to expense of approximately $3.9 million.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):


	Year Ended December 31,
Line Item		2022		2021		2020
Corporate, general and administrative		$	(2,617)	$	19	$	1,998

Enhanced Return Funding Program

The Enhanced Return Funding Program Agreement (the “ERFP Agreement”) generally provides that Ashford LLC will make investments to facilitate the acquisition of properties by Ashford Trust OP that are recommended by Ashford LLC, in an aggregate amount of up to $50 million (subject to increase to up to $100 million by mutual agreement). The investments will equal 10% of the property acquisition price and will be made, either at the time of the property acquisition or at any time generally in the following three years, in exchange for hotel FF&E for use at the acquired property or any other property owned by Ashford Trust OP.

The initial term of the ERFP Agreement is two years (the “Initial Term”), unless earlier terminated pursuant to the terms of the ERFP Agreement. At the end of the Initial Term, the ERFP Agreement shall automatically renew for successive one-year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Ashford Trust provides written notice to the other at least 60 days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement.

As a result of the Embassy Suites New York Manhattan Times Square acquisition in 2019, under the ERFP Agreement, we were entitled to receive $19.5 million from Ashford LLC in the form of future purchases of hotel FF&E. In the second quarter of 2019, the Company sold $8.1 million of hotel FF&E from certain Ashford Trust hotel properties to Ashford LLC. On March 13, 2020, an extension agreement was entered into whereby the required FF&E acquisition date by Ashford LLC of the remaining $11.4 million was extended to December 31, 2022.

On November 25, 2020, the independent members of the board of directors of Ashford Trust granted Ashford Inc., in its sole and absolute discretion, the right to set-off against the Embassy Suites New York ERFP balance, the fees pursuant to the advisory agreement and Lismore Agreement that have been or may be deferred by Ashford Inc. On April 20, 2021, the Company delivered written notice to Ashford LLC of its intention not to renew the ERFP Agreement. As a result, the ERFP Agreement terminated in accordance with its terms at the end of the current term on June 26, 2021.

Although the ERFP Agreement terminated in accordance with its terms on June 26, 2021, Ashford LLC remained committed to provide Ashford TRS with approximately $11.4 million related to the Company’s acquisition of the Embassy Suites Manhattan hotel (the “ES Manhattan ERFP Balance”), which such hotel constituted an Enhanced Return Hotel Asset (as defined in the ERFP Agreement). On December 16, 2022, the Company entered into a Side Letter with our operating partnership, Ashford TRS and our Advisor, pursuant to which the parties agreed that on or before December 16, 2022, our Advisor would transfer to the Company all right, title and interest held by our Advisor and its subsidiaries in the Hilton Marietta and, in exchange therefor, the Company will forgive, cancel and discharge in full the outstanding ES Manhattan ERFP Balance. On December 16, 2022, our operating partnership entered into an Agreement of Purchase and Sale with Ashford LLC, pursuant to which, effective as of December 16, 2022, our operating partnership acquired one hundred percent (100%) of the equity interests in (i) Marietta Leasehold LP (the “Lessee”), the lessee of the Marietta Hotel, and (ii) Marietta Leasehold GP LLC, the sole general partner of the Lessee and, in exchange therefor, the Company forgave, cancelled and discharged in full the outstanding ES Manhattan ERFP Balance.

Design and Construction Services

In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s design and construction business, we entered into a design and construction services agreement with Ashford Inc.’s subsidiary, Premier, pursuant to which Premier provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision. On March 20, 2020, we amended the design and construction services agreement to provide that Premier’s fees shall be paid by the Company to Premier upon the completion of any work provided by third-party vendors to the Company.

Hotel Management Services

At December 31, 2022, Remington Hotels managed 68 of our 100 hotel properties and the WorldQuest condominium properties.

We pay monthly hotel management fees equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services.

Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us.

We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on the related party’s prior performance, it is believed that another manager could perform the management or other duties materially better.

Braemar

As of December 31, 2021, the Company had a $728,000 payable to Braemar, included in “due to related parties, net” on our consolidated balance sheet. The payable related to a legal settlement between Ashford Trust and the City of San Francisco regarding a transfer tax matter associated with the transfer of The Clancy from Ashford Trust to Braemar upon Braemar’s 2013 spin-off from Ashford Trust. The transfer taxes were initially paid by Braemar at the time of the spin-off. In January 2022, the City of San Francisco remitted payment, which was then remitted to Braemar by the Company.

Summary of Transactions

In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, have a right to provide products or services to our hotels, provided such transactions are evaluated and approved by our independent directors. The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands):


		Year Ended December 31, 2022
Company	Product or Service	Total		Investments in Hotel Properties, net (1)		Other Hotel Revenue		Management Fees		Other Hotel Expenses

Ashford LLC	Insurance claims services	$	17	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	(2,566)		—		—		—		—
Ashford Securities	Dealer manager fees	44		—		—		—		—
INSPIRE	Audio visual commissions	7,973		—		7,973		—		—

Lismore Capital	Debt placement and related services	1,631		—		—		—		—

OpenKey	Mobile key app	121		—		—		—		121
Premier	Design and construction services	18,776		17,482		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,294		—		—		—		1,294
Remington Hotels	Hotel management services (3)	49,762		—		—		23,856		25,906


		Year Ended December 31, 2022
Company	Product or Service	Total		Preferred Stock	Property Taxes, Insurance and Other		Advisory Services Fee		Corporate, General and Administrative		Write-off of Premiums, Loan Costs and Exit Fees

Ashford LLC	Insurance claims services	$	17		$	17	$	—	$	—	$	—
Ashford Securities	Capital raise services	(2,566)		51	—		—		(2,617)		—
Ashford Securities	Dealer manager fees	44		44	—		—		—		—
INSPIRE	Audio visual commissions	7,973		—	—		—		—		—

Lismore Capital	Debt placement and related services	1,631		—	—		—		—		1,631

OpenKey	Mobile key app	121		—	—		—		—		—
Premier	Design and construction services	18,776		—	—		1,294		—		—
Pure Wellness	Hypoallergenic premium rooms	1,294		—	—		—		—		—
Remington Hotels	Hotel management services (3)	49,762		—	—		—		—		—


		Year Ended December 31, 2021
Company	Product or Service	Total		Investments in Hotel Properties, net (1)		Indebtedness, net (2)		Other Assets		Other Hotel Revenue		Management Fees
Ashford LLC	Insurance claims services	$	74	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	19		—		—		—		—		—

INSPIRE	Audio visual commissions	2,993		—		—		—		2,993		—

Lismore Capital	Debt placement and related services	7,220		—		784		792		—		—
Lismore Capital	Broker services	955		—		955		—		—		—
OpenKey	Mobile key app	121		—		—		—		—		—
Premier	Design and construction services	5,940		5,192		—		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,366		—		—		—		—		—
Remington Hotels	Hotel management services (3)	35,526		—		—		—		—		17,754


		Year Ended December 31, 2021
Company	Product or Service	Total		Other Hotel Expenses		Property Taxes, Insurance and Other		Advisory Services Fee		Corporate, General and Administrative		Write-off of Premiums, Loan Costs and Exit Fees
Ashford LLC	Insurance claims services	$	74	$	—	$	74	$	—	$	—	$	—
Ashford Securities	Capital raise services	19		—		—		—		19		—

INSPIRE	Audio visual commissions	2,993		—		—		—		—		—

Lismore Capital	Debt placement and related services	7,220		—		—		—		—		5,644
Lismore Capital	Broker services	955		—		—		—		—		—
OpenKey	Mobile key app	121		121		—		—		—		—
Premier	Design and construction services	5,940		—		—		748		—		—
Pure Wellness	Hypoallergenic premium rooms	1,366		1,366		—		—		—		—
Remington Hotels	Hotel management services (3)	35,526		17,772		—		—		—		—


		Year Ended December 31, 2020
Company	Product or Service	Total			Investments in Hotel Properties, net (1)		Indebtedness, net (2)		Other Assets		Other Hotel Revenue		Management Fees
AIM	Cash management services	$	995		$	—	$	—	$	—	$	—	$	—
Ashford LLC	Insurance claims services	118			—		—		—		—		—
INSPIRE	Audio visual commissions	2,187			—		—		—		2,187		—
Lismore Capital	Debt placement and related services	16,570		(4)	—		128		4,388		—		—
Lismore Capital	Broker services	170			—		—		70		—		—
OpenKey	Mobile key app	118			—		—		—		—		—
Premier	Design and construction services	6,801			5,727		—		—		—		—
Pure Wellness	Hypoallergenic premium rooms	967			38		—		—		—		—
Remington Hotels	Hotel management services (3)	27,443			—		—		—		—		15,835


		Year Ended December 31, 2020
Company	Product or Service	Total		Other Hotel Expenses		Property Taxes, Insurance and Other		Advisory Services Fee		Corporate, General and Administrative		Write-off of Premiums, Loan Costs and Exit Fees
AIM	Cash management services	$	995	$	—	$	—	$	—	$	995	$	—
Ashford LLC	Insurance claims services	118		—		—		—		—		—
INSPIRE	Audio visual commissions	2,187		—		118		—		—		—
Lismore Capital	Debt placement and related services	16,570		—		—		—		—		12,054
Lismore Capital	Broker services	170		—		—		—		—		100
OpenKey	Mobile key app	118		118		—		—		—		—
Premier	Design and construction services	6,801		—		—		1,074		—		—
Pure Wellness	Hypoallergenic premium rooms	967		929		—		—		—		—
Remington Hotels	Hotel management services (3)	27,443		11,608		—		—		—		—

________

(1)Recorded in FF&E and depreciated over the estimated useful life.

(2)Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement.

(3)Other hotel expenses include incentive hotel management fees and other hotel management costs.

(4)Amount excludes a $506 claw back credit due to Ashford Trust. See Lismore Advisory Fee section above.

The following table summarizes amounts (due to) due from Ashford Inc. (in thousands):


		(Due to)/Due from Ashford Inc.
Company	Product or Service	December 31, 2022		December 31, 2021
Ashford LLC	Advisory services	$	(1,831)	$	2,121

Ashford LLC	Insurance claims services	(3)		(19)

Ashford Securities	Capital raise services	5,951		—
INSPIRE	Audio visual	(1,650)		(850)
OpenKey	Mobile key app	(12)		(14)
Premier	Design and construction services	(1,966)		(1,185)
Pure Wellness	Hypoallergenic premium rooms	(3)		(15)
Lismore Capital	Debt placement and related services	—		(13)
		$	486	$	25

As of December 31, 2022 and 2021, due from related parties, net included a net receivable from Remington Hotels in the amount of $5.4 million and $6.3 million, respectively, primarily related to advances made by Ashford Trust and accrued base and incentive management fees.

As of December 31, 2022 and December 31, 2021, due from related parties, net included a $1.2 million security deposit paid to Remington Hotel Corporation, an entity indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused the deposit will be returned upon lease expiration or earlier termination.