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Related Party Transactions | 12 Months Ended
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Dec. 31, 2022
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty 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. We pay a monthly base fee equal to 1/12 th of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the fifth business day of each month. The minimum base fee for Braemar for each month will be equal to the greater of: ▪90% of the base fee paid for the same month in the prior year; and ▪1/12 th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar. We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a 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 Fixed Charge Coverage Ratio (“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 recorded equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. The following table summarizes the advisory services fees incurred (in thousands):
|  |  | Year Ended December 31, |
|  |  |  |  | 2022 |  | 2021 |  | 2020 |
Advisory services fee |  |  |  |  |  |  |  |  |  |
Base advisory fee |  |  |  |  | $ | 12,790 |  |  | $ | 10,806 |  |  | $ | 9,981 |  |
Reimbursable expenses (1) |  |  |  |  | 4,653 |  |  | 2,297 |  |  | 1,790 |  |
Equity-based compensation (2) |  |  |  |  | 10,601 |  |  | 9,538 |  |  | 7,393 |  |
Incentive fee |  |  |  |  | 803 |  |  | — |  |  | (678) |  | (3)
Total |  |  |  |  | $ | 28,847 |  |  | $ | 22,641 |  |  | $ | 18,486 |  |
________ (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 Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. (3) The $(678,000)incentive fee in 2020 is a result of not meeting the FCCR threshold required for paying the final installment of the incentive fee incurred in 2018. 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 Braemar, Ashford Hospitality Trust, Inc. (“Ashford Trust”), 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 Braemar, Ashford Trust and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. The advisory agreement (i) allocates responsibility for certain employee costs between the Company and its advisor and (ii) permits the Company’s board of directors to issue annual equity awards in the Company or Braemar OP to employees and other representatives of its advisor based on achievement by the Company of certain financial or other objectives or otherwise as the Company’s board of directors sees fit. Pursuant to the Limited Waiver, the Company, Braemar OP, Braemar TRS and the Company’s advisor waived the operation of any provision in the advisory agreement that would otherwise limit its ability, in its discretion and at the Company’s 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 its advisor. Lismore On March 20, 2020, the Company entered into an agreement with Lismore, a subsidiary of Ashford Inc., to engage Lismore to seek modifications, forbearances or refinancings of the Company’s loans (the “Lismore Agreement”). The Lismore Agreement was terminated effective March 20, 2021. For the years ended December 31, 2021 and 2020, the Company recognized expense of $341,000 and $3.1 million. These expenses are included in “write-off of loan costs and exit fees” in the consolidated statement of operations. On August 25, 2020, in light of the fact that Lismore negotiated access to the FF&E reserves but no forbearance on debt service for the $435 million mortgage loan secured by the Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, The Notary Hotel and The Clancy, the independent members of the board of directors of Ashford Inc. waived $1.6 million of Lismore success fees. The Company engaged Lismore to negotiate, on the Company’s behalf, one or more modifications to the terms of the mortgage loan assumed in connection with the acquisition of the Mr. C Beverly Hills Hotel. Upon closing of the hotel on August 5, 2021, the Company paid Lismore a fee of $150,000. In connection with the refinancing of the Park Hyatt Beaver Creek mortgage loan in February 2022, the Company paid an affiliate of Lismore a fee of approximately $637,000. Additionally, in connection with the closing of the Four Seasons Resort Scottsdale mortgage loan in December 2022, the Company paid Lismore a fee of approximately $750,000. 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 based upon an allocation percentage of 50% to Ashford Inc., 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate capital 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, Braemar entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Ashford Trust. 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 Braemar, Ashford Inc. and Ashford Trust 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, Braemar has funded approximately $5.6 million. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. This resulted in additional expense of approximately $7.2 million for the year ended December 31, 2022. As of December 31, 2022, the payable amount that is included in “due to Ashford Inc., net” on the consolidated balance sheet is $6.6 million. As of December 31, 2021, $338,000 of the pre-funded amount was included in “other assets” on the consolidated balance sheet. The table below summarizes the amount Braemar 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 |  |  |  |  |  | $ | 9,461 |  |  | $ | 1,983 |  |  | $ | 658 |
Enhanced Return Funding Program Concurrent with Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement with Ashford Inc. (“Amendment No. 1”), on January 15, 2019, the Company also entered into the Enhanced Return Funding Program Agreement (the “ERFP Agreement”) with Ashford Inc. The “key money investments” concept previously contemplated by our advisory agreement was replaced with the ERFP Agreement. The Fifth Amended and Restated Advisory Agreement was also amended to name Ashford Inc. and its subsidiaries as the Company’s sole and exclusive provider of asset management, design and construction and other services offered by Ashford Inc. or any of its subsidiaries. The independent members of our board of directors and the independent members of the board of directors of Ashford Inc., with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Braemar and Ashford Inc., respectively. The ERFP Agreement generally provides that Ashford LLC will provide funding to facilitate the acquisition of properties by Braemar 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). Each funding 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 within the two-year period following the date of such acquisition, in exchange for FF&E for use at the acquired property or any other property owned by Braemar OP. The initial term of the ERFP Agreement was two years (the “Initial Term”). At the end of the Initial Term, the ERFP Agreement automatically renewed for one year and shall automatically renew for successive one-year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Braemar 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. On November 8, 2021, the Company received written notice from the Advisor of its intention not to renew the ERFP program. As a result, the ERFP Agreement terminated in accordance with its terms on January 15, 2022. 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 Project Management LLC (“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) for the following services: (i) architectural (6.5% of total construction costs); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing (8% of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6% of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). 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 four of our 16 hotel 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 related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. Ashford Trust As of December 31, 2021, the Company had a $728,000 receivable from Ashford Trust, included in “due from related parties, net.” The receivable relates 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 to Ashford Trust, which subsequently remitted payment to Braemar. During the second quarter of 2022 the Company received an additional payment of approximately $114,000 related to accrued interest on the initial settlement amount, which is included in “(gain) loss on legal settlements” on the consolidated statements of operations for the year ended December 31, 2022. Summary of Transactions In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, has a right to provide products or services to our hotel properties, 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) |  | Indebtedness, net (2) |  |  |  | Other Hotel Revenue |  | Other Hotel Expenses |  | Management fees |  | Preferred Stock (3) |  | Property Taxes, Insurance and Other |  | Advisory Services Fee |  | Corporate General and Administrative |  |
Ashford LLC |  | Insurance claims services |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 3 |  |  | $ | — |  |  | $ | — |  |  |
Ashford Securities |  | Broker/Dealer |  | 9,735 |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | 274 |  |  | — |  |  | — |  |  | 9,461 |  |  |
Ashford Securities |  | Dealer Manager Fees |  | 5,766 |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | 5,766 |  |  | — |  |  | — |  |  | — |  |  |
INSPIRE |  | Audio visual services |  | 3,800 |  |  | — |  |  | — |  |  |  |  | 3,800 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Lismore Capital |  | Debt placement and related services |  | 750 |  |  | — |  |  | 750 |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Lismore Capital |  | Broker Services |  | 637 |  |  | — |  |  | 637 |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
OpenKey |  | Mobile key app |  | 39 |  |  | — |  |  | — |  |  |  |  | — |  |  | 39 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Premier |  | Design and construction services |  | 9,875 |  |  | 9,262 |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 613 |  |  | — |  |  |
Pure Wellness |  | Hypoallergenic premium rooms |  | 150 |  |  | — |  |  | — |  |  |  |  | — |  |  | 150 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
RED Leisure |  | Watersports activities and travel/transportation services |  | 525 |  |  | — |  |  | — |  |  |  |  | 236 |  |  | 761 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
Remington Hotels |  | Hotel management services (4) |  | 4,288 |  |  | — |  |  | — |  |  |  |  | — |  |  | 1,416 |  |  | 2,872 |  |  | — |  |  | — |  |  | — |  |  | — |  |  |
|  |  |  | Year Ended December 31, 2021
Company |  | Product or Service |  | Total |  | Investments in Hotel Properties, net (1) |  | Indebtedness, net (2) |  | Other Assets |  | Other Hotel Revenue |  | Other Hotel Expenses |  | Preferred Stock (3) |  | Management fees |  | 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 |  | $ | 7 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Ashford Securities |  | Broker/Dealer |  | 1,983 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,983 |  |  | — |
Ashford Securities |  | Dealer Manager Fees |  | 410 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 410 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
INSPIRE |  | Audio visual services |  | 1,001 |  |  | — |  |  | — |  |  | — |  |  | 1,001 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Lismore Capital |  | Debt placement and related services |  | 491 |  |  | — |  |  | 150 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 341 |
Lismore Capital |  | Broker services |  | 3 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3 |
OpenKey |  | Mobile key app |  | 38 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 38 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Premier |  | Design and construction services |  | 3,009 |  |  | 2,653 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 356 |  |  | — |  |  | — |
Pure Wellness |  | Hypoallergenic premium rooms |  | 141 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 141 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
RED Leisure |  | Watersports activities and travel/transportation services |  | 321 |  |  | — |  |  | — |  |  | — |  |  | 321 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Remington Hotels |  | Hotel management services (4) |  | 3,243 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 934 |  |  | — |  |  | 2,309 |  |  | — |  |  | — |  |  | — |  |  | — |
|  |  |  | Year Ended December 31, 2020
Company |  | Product or Service |  | Total |  | Investments in Hotel Properties, net (1) |  |  |  | Other Assets |  | Other Hotel Revenue |  | Other Hotel Expenses |  | Management fees |  | Property Taxes, Insurance and Other |  | Advisory Services Fee |  |  |  | Write-off of Premiums, Loan Costs and Exit Fees
Ashford LLC |  | FF&E purchases |  | $ | 1,816 |  |  | $ | 1,816 |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |
Ashford LLC |  | Insurance claims services |  | 108 |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 108 |  |  | — |  |  |  |  | — |
INSPIRE |  | Audio visual services |  | 592 |  |  | — |  |  |  |  | — |  |  | 592 |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |
Lismore Capital |  | Debt placement and related services |  | 4,093 |  |  | — |  |  |  |  | 1,022 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | 3,071 |
OpenKey |  | Mobile key app |  | 38 |  |  | — |  |  |  |  | — |  |  | — |  |  | 38 |  |  | — |  |  | — |  |  | — |  |  |  |  | — |
Premier |  | Design and construction services |  | 2,849 |  |  | 2,505 |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 344 |  |  |  |  | — |
Pure Wellness |  | Hypoallergenic premium rooms |  | 52 |  |  | — |  |  |  |  | — |  |  | — |  |  | 52 |  |  | — |  |  | — |  |  | — |  |  |  |  | — |
RED Leisure |  | Watersports activities and travel/transportation services |  | 139 |  |  | — |  |  |  |  | — |  |  | 139 |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |
Remington Hotels |  | Hotel management services (4) |  | 1,446 |  |  | — |  |  |  |  | — |  |  | — |  |  | 410 |  |  | 1,036 |  |  | — |  |  | — |  |  |  |  | — |
________ (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)Recorded as a reduction of Series E and Series M Redeemable Preferred Stock proceeds. (4)Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands):
|  |  |  | Due to Ashford Inc.
Company |  | Product or Service |  | December 31, 2022 |  | December 31, 2021
Ashford LLC |  | Advisory services |  | $ | 1,576 |  |  | $ | 394 |
Ashford LLC |  | FF&E purchases |  | — |  |  | — |
Ashford LLC |  | Insurance claims services |  | 2 |  |  | 1 |
INSPIRE |  | Audio visual services |  | 952 |  |  | 418 |
OpenKey |  | Mobile key app |  | — |  |  | — |
Ashford securities |  | Capital raise services |  | 6,514 |  |  | — |
Premier |  | Design and construction services |  | 829 |  |  | 470 |
RED Leisure |  | Watersports activities and travel/transportation services |  | 132 |  |  | 191 |
|  |  |  | $ | 10,005 |  |  | $ | 1,474 |
As of December 31, 2022 and 2021, due from related parties, net included a net receivable from Remington Hotels of $573,000 and $677,000, respectively, primarily related to advances made by Braemar and accrued base and incentive management fees. As of December 31, 2022 and December 31, 2021, due from related parties, net included a $365,000 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 it will be returned to us upon lease expiration or earlier termination.

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