10q10k10q10k.net

What changed in Braemar Hotels & Resorts Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Braemar Hotels & Resorts Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+560 added−591 removedSource: 10-K (2025-03-12) vs 10-K (2023-12-31)

Top changes in Braemar Hotels & Resorts Inc.'s 2024 10-K

560 paragraphs added · 591 removed · 465 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

216 edited+13 added−43 removed368 unchanged
Biggest changeThe terms of each of the hotel management agreements, as well as any remaining extension, are set forth in the table below: Hotel Effective Date Expiration Date Extension Options By Manager Hilton La Jolla Torrey Pines 12/17/2003 12/31/2033 Two 10-year options Capital Hilton 12/17/2003 12/31/2033 Two 10-year options Marriott Seattle Waterfront 5/23/2003 12/31/2028 Five 10-year options The Clancy 10/1/2020 12/31/2027 Five 5-year options The Notary Hotel 7/16/2019 12/31/2041 Two 10-year options The Ritz-Carlton Sarasota 1/1/2015 12/31/2030 Two 10-year options Sofitel Chicago Magnificent Mile 3/30/2006 12/31/2030 Three 10-year options Pier House Resort & Spa 11/6/2019 11/06/2029 Three 7-year options and one 4-year option Bardessono Hotel and Spa 11/6/2019 11/06/2029 Three 7-year options and one 4-year option The Ritz-Carlton St.
Biggest changeEach of our hotel properties, other than the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills (which are operated by Remington Hospitality), are operated pursuant to a hotel management agreement with one of five independent hotel management companies: (1) Hilton Management LLC, (2) Marriott Hotel Services, LLC (or its affiliates, The Ritz-Carlton Hotel Company, L.L.C., Ritz-Carlton (Virgin Islands), Inc., and Luxury Hotels International of Puerto Rico, Inc.), (3) Four Seasons, (4) Accor, and (5) Hyatt. 26 The terms of each of the hotel management agreements, as well as any remaining extension, are set forth in the table below: Hotel Effective Date Expiration Date Extension Options By Manager Capital Hilton 12/17/2003 12/31/2033 Two 10-year options Marriott Seattle Waterfront 5/23/2003 12/31/2038 Four 10-year options The Clancy 10/1/2020 12/31/2032 Four 5-year options The Notary Hotel 7/16/2019 12/31/2041 Two 10-year options The Ritz-Carlton Sarasota 1/1/2015 12/31/2030 Two 10-year options Sofitel Chicago Magnificent Mile 3/30/2006 12/31/2030 Three 10-year options Pier House Resort & Spa 11/6/2019 11/06/2029 Three 7-year options and one 4-year option Bardessono Hotel and Spa 11/6/2019 11/06/2029 Three 7-year options and one 4-year option The Ritz-Carlton St.
These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services, mobile key technology and broker-dealer services, and cash management services.
These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services, mobile key technology, broker-dealer services, and cash management services.
The hotel’s original art 9 piece, a globe representing San Francisco’s unique position as a world class city, was moved from Block 9 to a prominent position in the Parklet. Location and Access . The hotel is located in downtown San Francisco and is easily accessible from Interstate 80 and US 101.
The hotel’s original art piece, a globe representing San Francisco’s unique position as a world class city, was moved from Block 9 to a prominent position in the Parklet. Location and Access . The hotel is located in downtown San Francisco and is easily accessible from Interstate 80 and US 101.
Location and Access . The hotel is located in downtown Philadelphia and is accessible from Interstate 676. The hotel’s corner location and clear signage make it easily visible from both Juniper Street and South Penn Square. The hotel is approximately 10 miles from Philadelphia International Airport. 10 Operating History .
Location and Access . The hotel is located in downtown Philadelphia and is accessible from Interstate 676. The hotel’s corner location and clear signage make it easily visible from both Juniper Street and South Penn Square. The hotel is approximately 10 miles from Philadelphia International Airport. Operating History .
Thomas, The Ritz-Carlton Reserve Dorado Beach, The Clancy and The Notary Hotel), then either party may terminate the hotel management agreement. Early Termination for Condemnation.
Thomas, The Ritz-Carlton Reserve Dorado Beach, The Clancy and The Notary Hotel), then either party may terminate the management agreement. Early Termination for Condemnation.
Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the hotel management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the hotel management agreement will be terminated at our option or the manager’s option, and with respect to The Clancy and The Notary Hotel, the hotel management agreement will be terminated only at the manager’s option).
Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the management agreement will be terminated at our option or the manager’s option, and with respect to The Clancy and The Notary Hotel, the management agreement will be terminated only at the manager’s option).
We may also terminate the hotel management agreement if the casualty occurs in the last five years of the last extension term and the cost to repair, rebuild, or replace the hotel is estimated to exceed 20% of the replacement cost of the hotel.
We may also terminate the management agreement if the casualty occurs in the last five years of the last extension term and the cost to repair, rebuild, or replace the hotel is estimated to exceed 20% of the replacement cost of the hotel.
Operator may have the right to reinstate the hotel management agreement if Owner commences the repair, rebuilding, or replacement of the hotel within five years after the termination of the hotel management agreement as a result of a fire or other casualty. Early Termination for Condemnation.
Operator may have the right to reinstate the hotel management agreement if Owner commences the repair, rebuilding, or replacement of the hotel within five years after the termination of the management agreement as a result of a fire or other casualty. Early Termination for Condemnation.
A non-defaulting party may terminate the Accor management agreement if the defaulting party (i) has breached any material representation or fails to perform any material provision of the Accor management agreement or (ii) becomes insolvent or bankrupt, in each case after the expiration of any applicable notice and cure period.
A non-defaulting party may terminate the management agreement if the defaulting party (i) has breached any material representation or fails to perform any material provision of the Accor management agreement or (ii) becomes insolvent or bankrupt, in each case after the expiration of any applicable notice and cure period.
So long as we are not in default under the Accor management agreement and any advances made by the manager on our behalf would be repaid in connection with the sale, we may sell the Sofitel Chicago Magnificent Mile and assign the Accor management agreement (including as a result of a change of control) without the consent of the manager to any of our affiliates or to any person that (i) is not a competitor of the manager (as defined in the Accor management agreement), (ii) is not generally recognized in the community as being a person of ill repute or with whom a prudent business person would not wish to associate in a commercial venture, and (iii) has a minimum net worth required by the Accor management agreement, if the assignee expressly assumes the Accor management agreement.
So long as we are not in default under the management agreement and any advances made by the manager on our behalf would be repaid in connection with the sale, we may sell the Sofitel Chicago Magnificent Mile and assign the Accor management agreement (including as a result of a change of control) without the consent of the manager to any of our affiliates or to any person that (i) is not a competitor of the manager (as defined in the management agreement), (ii) is not generally recognized in the community as being a person of ill repute or with whom a prudent business person would not wish to associate in a commercial venture, and (iii) has a minimum net worth required by the management agreement, if the assignee expressly assumes the Accor management agreement.
Archie Bennett, Jr., or their respective family partnerships or trusts, the sole members or beneficiaries of which are at all times lineal descendants of Messrs. Monty or Archie Bennett, Jr. (including stepchildren) and spouses.
Archie Bennett, Jr., or their respective family partnerships or trusts, the sole members or beneficiaries of which are at all times lineal descendants of Messrs. Monty or Archie Bennett, Jr. (including stepchildren) and spouses.
“Controlled” means (i) the possession of a majority of the capital stock (or ownership interest) and voting power of such affiliate, directly or indirectly, or (ii) the power to direct or cause the direction of the management and policies of such affiliate in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged or involved in providing such direction or control and spend a substantial amount of time managing such affiliate.
“Controlled” means (i) the possession of a majority of the capital stock (or ownership interest) and voting power of such affiliate, directly or indirectly, or (ii) the power to direct or cause the direction of the management and policies of such affiliate in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged or involved in providing such direction or control and spend a substantial amount of time managing such affiliate.
If any of our insured properties is destroyed or damaged, the TRS lessee is obligated, subject to the requirements of the underlying lease, to repair or replace the damaged or destroyed portion of the hotel to the same condition as existed prior to such damage or destruction.
If any of our insured properties is destroyed or damaged, the TRS lessee is obligated, subject to the requirements of the underlying lease, to repair or replace the damaged or destroyed portion of the hotel to the same condition as existed prior to such damage or destruction.
In the advisory agreement, we declared our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in: • full-service hotels and resorts with trailing 12 month average RevPAR or anticipated 12 month average RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined with reference to the most current STR, LLC reports, generally in the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S.
In the advisory agreement, we declared 25 our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in: • full-service hotels and resorts with trailing 12 month average RevPAR or anticipated 12 month average RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined with reference to the most current STR, LLC reports, generally in the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S.
With respect to any hotel project-managed by Premier pursuant to the master project management agreement, if the TRS lessee elects for convenience to terminate the project management of such hotel, at any time, including during any renewal term, the TRS lessee must pay a termination fee to Premier, equal to the product of (i) 65% of the aggregate design and construction fees and market service fees for such hotel estimated to be payable to 41 Premier with respect to the applicable hotel for the full current fiscal year in which such termination is to occur (but in no event less than the design and construction fees and market service fees for the preceding full fiscal year) and (ii) nine.
With respect to any hotel project-managed by Premier pursuant to the master project management agreement, if the TRS lessee elects for convenience to terminate the project management of such hotel, at any time, including during any renewal term, the TRS lessee must pay a termination fee to Premier, equal to the product of (i) 65% of the aggregate design and construction fees and market service fees for such hotel estimated to be payable to Premier with respect to the applicable hotel for the full current fiscal year in which such termination is to occur (but in no event less than the design and construction fees and market service fees for the preceding full fiscal year) and (ii) nine.
For purposes of this calculation, “FCCR” means our fixed charge coverage ratio, which is the ratio of adjusted EBITDA for the previous four consecutive fiscal quarters to fixed charges, which includes all (i) our and our subsidiaries’ interest expense, (ii) our and our subsidiaries’ regularly scheduled principal payments, other than balloon or similar principal payments which repay indebtedness in full and payments under cash flow mortgages applied to principal, and (iii) preferred dividends paid by us. 26 • Equity Compensation.
For purposes of this calculation, “FCCR” means our fixed charge coverage ratio, which is the ratio of adjusted EBITDA for the previous four consecutive fiscal quarters to fixed charges, which includes all (i) our and our subsidiaries’ interest expense, (ii) our and our subsidiaries’ regularly scheduled principal payments, other than balloon or similar principal payments which repay indebtedness in full and payments under cash flow mortgages applied to principal, and (iii) preferred dividends paid by us. • Equity Compensation.
The performance criteria are: (i) the hotel’s RevPAR for such fiscal years is less than the RevPAR of the top three hotels (a) having substantially the same number of rooms as the Four Seasons Resort Scottsdale, (b) located in the Phoenix metropolitan area, (c) having substantially similar operating philosophy and components as the Four Seasons Resort Scottsdale, and (d) competing for substantially similar market segments as the Four Seasons Resort Scottsdale during the same fiscal years (ranked in terms of achieved room revenue); and (ii) the gross operating profit for the Four Seasons Resort Scottsdale is less than 80% of the amount of budgeted gross operating profit.
The performance criteria are: (i) the hotel’s RevPAR for such fiscal years is less than the RevPAR of the top three hotels (a) having substantially the same number of rooms as the Four Seasons Resort Scottsdale, (b) located in the Phoenix metropolitan area, (c) having substantially similar operating philosophy and components as the Four Seasons Resort Scottsdale, and (d) competing for substantially similar market segments as the Four Seasons Resort Scottsdale during the same fiscal years (ranked in terms of achieved room revenue); and (ii) the gross operating profit for the hotel is less than 80% of the amount of budgeted gross operating profit.
The master hotel management agreement may be terminated as to one or more of the hotels earlier than the stated term if certain events occur, including: • a sale of a hotel; 37 • the failure of Remington Hospitality to satisfy certain performance standards; • for the convenience of our TRS lessee; • a casualty to, condemnation of, or force majeure involving a hotel; or • upon a default by Remington Hospitality or us that is not cured prior to the expiration of any applicable cure periods.
The master hotel management agreement may be terminated as to one or more of the hotels earlier than the stated term if certain events occur, including: • a sale of a hotel; • the failure of Remington Hospitality to satisfy certain performance standards; • for the convenience of our TRS lessee; • a casualty to, condemnation of, or force majeure involving a hotel; or • upon a default by Remington Hospitality or us that is not cured prior to the expiration of any applicable cure periods.
Thomas is $6,000,000, plus 85% of 10.25% of owner-funded capital expenditures incurred after November 20, 2019, (e) in the case of The Ritz-Carlton Sarasota is $6,000,000, (f) in the case of The Ritz-Carlton Lake Tahoe is $7,200,000 minus the annual amount of certain shared facilities expenses relating to offsite parcels that are deemed to gross operating expenses for a fiscal year, and (g) in the case of Dorado Beach, a Ritz-Carlton Reserve, it is 75% of the owner’s priority return (as defined in the hotel management agreement), (ii) the RevPAR penetration index of the hotel during each such fiscal year is less than the revenue index threshold (as such terms are defined in the hotel management agreements) which ranges from 0.65 to 1.80 (this item is currently being negotiated for Dorado Beach, a Ritz-Carlton Reserve), and (iii) the fact that the criteria set forth in (i) or (ii) is not the result of certain disruptive events, such force majeure, major renovation, or any default by us under the hotel management agreement.
Thomas is $6,000,000, plus 85% of 10.25% of owner-funded capital expenditures incurred after November 20, 2019, (e) in the case of The Ritz-Carlton Sarasota is $6,000,000, (f) in the case of The Ritz-Carlton Lake Tahoe is $7,200,000 minus the annual amount of certain shared facilities expenses relating to offsite parcels that are deemed to gross operating expenses for a fiscal year, and (g) in the case of Dorado Beach, a Ritz-Carlton Reserve, it is 75% of the owner’s priority return (as defined in the hotel management agreement), (ii) the RevPAR penetration index of the hotel during each such fiscal year is less than the revenue index threshold (as such terms are defined in the hotel management agreements) which ranges from 0.65 to 1.191 (this item is currently being negotiated for Dorado Beach, a Ritz-Carlton Reserve), and (iii) the fact that the criteria set forth in (i) or (ii) is not the result of certain disruptive events, such force majeure, major renovation, or any default by us under the hotel management agreement.
The performance criteria generally includes each of the following: (i) operating profit for each such fiscal year is less than the applicable performance termination threshold (as defined in the hotel management agreement), which, (a) in the case of Marriott Seattle Waterfront is 9.5% of the approximate total investment in the hotel, (b) in the case of The Clancy is 82.6% of the owner’s priority return (as defined in the hotel management agreement), (c) in the case of The Notary Hotel is 85% of the owner’s priority return (as defined in the hotel management agreement), (d) in the case of The Ritz-Carlton St.
The performance criteria generally includes each of the following: (i) operating profit for each such fiscal year is less than the applicable performance termination threshold (as defined in the management agreement), which, (a) in the case of Marriott Seattle Waterfront is 9.5% of the approximate total investment in the hotel, (b) in the case of The Clancy is 82.6% of the owner’s priority return (as defined in the management agreement), (c) in the case of The Notary Hotel is 85% of the owner’s priority return (as defined in the 29 management agreement), (d) in the case of The Ritz-Carlton St.
Not applicable __________________ (1) Management fee is expressed as a percentage of gross hotel revenue. (2) Owner’s priority and owner’s investment amounts disclosed in the table are based on the most recent certification provided to us by the applicable manager. For some properties these amounts will continue to increase over time by the amount of additional owner-funded capital expenses.
Not applicable __________________ (1) Management fee is expressed as a percentage of gross hotel revenue. 28 (2) Owner’s priority and owner’s investment amounts disclosed in the table are based on the most recent certification provided to us by the applicable manager. For some properties these amounts will continue to increase over time by the amount of additional owner-funded capital expenses.
To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of Ashford LLC, or its affiliates, to achieve our goals and business objectives, as established by our board of directors, in addition to the base fee and the incentive fee described above, our board of directors has the authority to make equity awards to Ashford LLC or directly to employees, officers, consultants and non-employee directors of Ashford LLC, or its affiliates, based on our achievement of certain financial and other hurdles established by our board of directors.
To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of Ashford LLC, or its affiliates, to achieve our goals and business objectives, as established by our board of directors, in addition to the base fee and the incentive fee described above, our board of directors has the authority to make equity awards to Ashford LLC or directly to employees, officers, consultants and non-employee directors of Ashford LLC, or its affiliates, based on our achievement of certain financial and other hurdles established 24 by our board of directors.
Further, if any hotel subject to the Remington Hospitality master hotel management agreement is within a cure period due to a failure of the performance test, an exercise of a renewal option shall be conditioned upon timely cure of the performance test failure, and if the performance failure is not timely cured, the TRS lessee may elect to terminate the management agreement without paying any termination fee. 38 • For Convenience.
Further, if any hotel subject to the Remington Hospitality master hotel management agreement is within a cure period due to a failure of the performance test, an exercise of a renewal option shall be conditioned upon timely cure of the performance test failure, and if the performance failure is not timely cured, the TRS lessee may elect to terminate the management agreement without paying any termination fee. • For Convenience.
Upon termination, neither the TRS lessee nor Remington Hospitality will have any further rights, remedies, liabilities or obligations under the master hotel management agreement with respect to such hotel. If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is no right to terminate the master hotel management agreement.
Upon termination, neither the TRS lessee nor Remington Hospitality will have any further rights, remedies, liabilities or obligations under the master hotel management agreement with respect to such hotel. If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is 36 no right to terminate the master hotel management agreement.
Bennett is removed as our chief executive officer or as chairman of our board of directors or is not re-appointed to either position, or he resigns as chief executive officer or chairman of our board of directors; • we terminate the Remington Hospitality exclusivity rights pursuant to the terms of the hotel management MEA; or • our advisory agreement with Ashford LLC is terminated for any reason pursuant to its terms and Mr.
Bennett is removed as our chief executive officer or as chairman of our board of directors or is not re-appointed to either position, or he resigns as chief executive officer or chairman of our board of directors; 41 • we terminate the Remington Hospitality exclusivity rights pursuant to the terms of the hotel management MEA; or • our advisory agreement with Ashford LLC is terminated for any reason pursuant to its terms and Mr.
A transformative guest room and corridor renovation occurred in 2022 which included case goods, flooring, wall covering, soft goods, lighting, and bathrooms and added 8 new keys. The hotel is located on the Seattle Waterfront within walking distance of Pike Place Market, a unique retail experience and a major Seattle tourist attraction.
A transformative guest room and corridor renovation occurred in 2022 which included case goods, flooring, wall covering, soft goods, lighting, and bathrooms and added 8 new keys. 6 The hotel is located on the Seattle Waterfront within walking distance of Pike Place Market, a unique retail experience and a major Seattle tourist attraction.
The reimaged public space and modern guest rooms elevate The Clancy within the upper upscale market. The hotel is located conveniently downtown in the heart of the SoMa district of San Francisco. The hotel is located near numerous high tech businesses and attractions, including the Moscone Convention Center, Transbay Transit Center, Oracle Park, Union Square and the Metreon Complex.
The reimaged public space and modern guest rooms elevate The Clancy within the upper upscale market. 7 The hotel is located conveniently downtown in the heart of the SoMa district of San Francisco. The hotel is located near numerous high tech businesses and attractions, including the Moscone Convention Center, Transbay Transit Center, Oracle Park, Union Square and the Metreon Complex.
If the applicable hotel is substantially damaged by fire or other casualty, and if, in connection with any casualty, the cost of restoring the hotel equals or exceeds 25% of the replacement cost of the hotel in the case that the casualty is covered by insurance, or 10% of the replacement cost of the hotel in the case that the casualty is not covered by insurance, then we may elect, by providing notice to Hyatt within 90 days of the occurrence of the casualty to not restore the hotel and to terminate the agreement.
If the hotel is substantially damaged by fire or other casualty, and if, in connection with any casualty, the cost of restoring the hotel equals or exceeds 25% of the replacement cost of the hotel in the case that the casualty is covered by insurance, or 10% of the replacement cost of the hotel in the case that the casualty is not covered by insurance, then we may elect, by providing notice to Hyatt within 90 days of the occurrence of the casualty to not restore the hotel and to terminate the agreement.
Except to the extent indemnified by Premier as described in the preceding paragraph, the TRS lessee will indemnify Premier against all damages not covered by insurance and that arise from: (i) the performance of Premier’s services under the master project management agreement; or (ii) the condition or use of our hotels. Events of Default.
Except to the extent indemnified by Premier as described in the preceding paragraph, the TRS lessee will indemnify Premier against all damages not covered by insurance and that arise from: (i) the performance of Premier’s services under the master project management agreement; or (ii) the condition or use of our hotels. 39 Events of Default.
There are certain instances in which the 30-day notice and cure period can be extended to up to 120 days. 42 If an event of default occurs and continues beyond any grace period, the non-defaulting party will have the option of terminating the master project management agreement, on 30 days’ notice to the other party.
There are certain instances in which the 30-day notice and cure period can be extended to up to 120 days. If an event of default occurs and continues beyond any grace period, the non-defaulting party will have the option of terminating the master project management agreement, on 30 days’ notice to the other party.
In the case of The Notary Hotel, The 31 Clancy, and The Ritz-Carlton Reserve Dorado Beach, if the defaulting party contests such Event of Default or such material adverse effect, the non-defaulting party may not terminate unless a court of competent jurisdiction has issued a final, binding and non-appealable order finding that the Event of Default has occurred and that the default resulted in a material adverse effect.
In the case of The Notary Hotel, The Clancy, and The Ritz-Carlton Reserve Dorado Beach, if the defaulting party contests such Event of Default or such material adverse effect, the non-defaulting party may not terminate unless a court of competent jurisdiction has issued a final, binding and non-appealable order finding that the Event of Default has occurred and that the default resulted in a material adverse effect.
Early Termination for Condemnation. If all of the hotel, or a portion of the hotel that in our reasonable opinion makes it imprudent or unsuitable to use and operate the remaining portion of the hotel in accordance with the standards maintained by the Sofitel brand, is taken in any condemnation or similar proceeding, we may terminate the Accor management agreement.
Early Termination for Condemnation. If all of the hotel, or a portion of the hotel that in our reasonable opinion makes it imprudent or unsuitable to use and operate the remaining portion of the hotel in accordance with the standards maintained by the Sofitel brand, is taken in any condemnation or similar proceeding, we may terminate the management agreement.
If a default occurs, the non-defaulting party will have the option of terminating the hotel management MEA subject to 30 days’ written notice and pursuing its rights and remedies under applicable law. 44 Early Termination. Remington Hospitality has the right to terminate the exclusivity rights granted to us if: • Mr. Monty J.
If a default occurs, the non-defaulting party will have the option of terminating the hotel management MEA subject to 30 days’ written notice and pursuing its rights and remedies under applicable law. Early Termination. Remington Hospitality has the right to terminate the exclusivity rights granted to us if: • Mr. Monty J.
Insurance We carry comprehensive general liability, “All Risk” property, business interruption, cybersecurity, directors and officers, rental loss coverage and umbrella liability coverage on all of our hotels and earthquake, wind, flood and hurricane coverage on hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.
Insurance We carry comprehensive general liability, “All Risk” property, business interruption, cybersecurity, directors and officers, rental loss coverage and umbrella liability coverage on all of our hotels and earthquake, wind, flood and hurricane coverage on 47 hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.
The asset management team works closely with our third-party hotel management companies and Remington Hospitality on key aspects of each hotel’s operation, including, among others, revenue management, market positioning, cost structure, capital and operational budgeting as well as the identification of return on investment initiatives and overall business strategy.
The asset management team works with our third-party hotel management companies and Remington Hospitality on key aspects of each hotel’s operation, including, among others, revenue management, market positioning, cost structure, capital and operational budgeting as well as the identification of return on investment initiatives and overall business strategy.
A non-defaulting party may terminate the hotel management agreement upon an Event of Default (as defined in the applicable hotel management agreement) generally after the expiration of any notice and cure periods; provided, however, the hotel management agreement may not be terminated by the non-defaulting party unless and until such Event of Default has a material adverse effect on the non-defaulting party.
A non-defaulting party may terminate the management agreement upon an Event of Default (as defined in the applicable management agreement) generally after the expiration of any notice and cure periods; provided, however, the management agreement may not be terminated by the non-defaulting party unless and until such Event of Default has a material adverse effect on the non-defaulting party.
Asset management functions include acquisition, renovation, financing and disposition of assets, operational accountability of managers, budget review, capital expenditures and property-level strategies as compared to the day-to-day management of our hotel properties, which is performed by our hotel managers. We do not have any employees.
Asset management functions include acquisition, renovation, financing and disposition of assets, operational accountability of managers, budget review, capital expenditures and property-level strategies as compared to the day-to-day management of our 3 hotel properties, which is performed by our hotel managers. We do not have any employees.
Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar Ski Area. With its premier location, luxury brand affiliation and world-class amenities, The Ritz-Carlton Lake Tahoe is positioned as the leading resort in one of the country’s most popular tourist destinations.
Location and Access . Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar Ski Area. With its premier location, luxury brand affiliation and world-class amenities, The Ritz-Carlton Lake Tahoe is positioned as the leading resort in one of the country’s most popular tourist destinations.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the hotel management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the applicable hotel management agreement upon 15 days’ written notice to the defaulting party. Early Termination for Casualty.
If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the management agreement upon 15 days’ written notice to the defaulting party. Early Termination for Casualty.
Generally, we intend to lease all hotels we acquire in the future, other than pursuant to sale-leaseback transactions with unrelated third parties, to a TRS lessee, pursuant to the terms of leases that are generally similar to the terms of the existing leases, unless not appropriate based on relevant regulatory factors.
Generally, we intend to lease all hotels we acquire in the future, other than pursuant to sale-leaseback transactions with unrelated third parties, to a TRS lessee, pursuant to the terms of leases that are generally similar to the terms of the existing leases, unless not appropriate based on 44 relevant regulatory factors.
The budget is subject to the TRS lessee 39 approval, which may not be unreasonably withheld. The budget may be revised from time to time, taking into account such circumstances as the TRS lessee deems appropriate or as business and operating conditions shall demand, subject to the reasonable approval of Remington Hospitality. Capital Improvement Budget.
The budget is subject to the TRS lessee approval, which may not be unreasonably withheld. The budget may be revised from time to time, taking into account such circumstances as the TRS lessee deems appropriate or as business and operating conditions shall demand, subject to the reasonable approval of Remington Hospitality. Capital Improvement Budget.
Our ability to exercise termination rights is subject to certain limitations if the manager or any of its affiliates are providing certain credit enhancements, loans or fundings as described in the hotel management agreement, or in certain cases, if manager’s incentive management fee is outstanding. Assignment and Sale.
Our ability to exercise termination rights is subject to certain limitations if the manager or any of its affiliates are providing certain credit enhancements, loans or fundings as described in the management agreement, or in certain cases, if manager’s incentive management fee is outstanding. Assignment and Sale.
The performance criteria are: (i) the hotel’s operating cash flow (before deducting our priority return) does not equal or exceed 85% of our priority return (as defined in the hotel management agreement); and (ii) the hotel’s yield index is below the base yield index (as such terms are defined in the hotel management agreement), which is 90%.
The performance criteria are: (i) the hotel’s operating cash flow (before deducting our priority return) does not equal or exceed 85% of our priority return (as defined in the management agreement); and (ii) the hotel’s yield index is below the base yield index (as such terms are defined in the management agreement), which is 90%.
If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and Remington Hospitality, on materially the same terms and conditions as offered to us.
If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and 40 Remington Hospitality, on materially the same terms and conditions as offered to us.
Bennett and their affiliates, as the case may be, will not pursue those opportunities (except as described below) and will give us a 43 written notice and description of the investment opportunity, and we will have 10 business days to either accept or reject the investment opportunity.
Bennett and their affiliates, as the case may be, will not pursue those opportunities (except as described below) and will give us a written notice and description of the investment opportunity, and we will have 10 business days to either accept or reject the investment opportunity.
In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also available free-of-charge on our website or can be made available in print upon request.
In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also 48 available free-of-charge on our website or can be made available in print upon request.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the hotel management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the applicable hotel management agreement upon written notice to the defaulting party. Performance Termination.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the management agreement upon written notice to the defaulting party. Performance Termination.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the hotel management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the applicable hotel management agreement upon written notice to the defaulting party. Performance Termination.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the applicable management agreement upon written notice to the defaulting party. Performance Termination.
If the consultant’s determination is in the affirmative, then Remington Hospitality must engage such consultant to assist with the cure of such performance failure for the second year of the cure period after that failure. If the consultant’s determination is in the negative, then Remington Hospitality will be deemed not to be in default under the performance test.
If the consultant’s determination is in the affirmative, then Remington Hospitality must engage such consultant to assist with the cure of such performance failure for the second year of the cure period after that failure. If the consultant’s determination is in the negative, then Remington 35 Hospitality will be deemed not to be in default under the performance test.
The project management MEA may not be assigned by any of the parties without the prior written consent of the other parties, provided that Premier can assign its interest in the project management MEA, without the written consent of the other parties, to a “manager affiliate entity” as that term is defined in the agreement.
Assignment. The project management MEA may not be assigned by any of the parties without the prior written consent of the other parties, provided that Premier can assign its interest in the project management MEA, without the written consent of the other parties, to a “manager affiliate entity” as that term is defined in the agreement.
If, however, based on actual operations and revised forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.
If, however, based on actual operations and revised 34 forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.
In that event, the related lease will not terminate and we will pay all insurance proceeds to the TRS lessee. 48 If the cost of restoration exceeds the amount of insurance proceeds, we will contribute any excess amounts necessary to complete the restoration to the TRS lessee before requiring the work to begin.
In that event, the related lease will not terminate and we will pay all insurance proceeds to the TRS lessee. If the cost of restoration exceeds the amount of insurance proceeds, we will contribute any excess amounts necessary to complete the restoration to the TRS lessee before requiring the work to begin.
If any hotel subject to the master project management agreement is sold, our TRS lessee may terminate the master project management agreement with respect to such sold hotel, and our TRS lessee will have no obligation to pay any termination fees. • Casualty, Condemnation or Force Majeure.
If any hotel subject to the master project management agreement is sold, our TRS lessee may terminate the master project management agreement with respect to such sold hotel, and our TRS lessee will have no obligation to pay any termination fees. 38 • Casualty, Condemnation or Force Majeure.
Instead, Premier shall allocate investment opportunities it identifies pursuant to the terms of our advisory agreement. A material modification for 45 this purpose means any modification of our initial investment guidelines to be competitive with Ashford Trust’s investment guidelines. Our Exclusivity Rights.
Instead, Premier shall allocate investment opportunities it identifies pursuant to the terms of our advisory agreement. A material modification for this purpose means any modification of our initial investment guidelines to be competitive with Ashford Trust’s investment guidelines. Our Exclusivity Rights.
The hotel management agreement with Four Seasons provides that we cannot, without Four Seasons’ prior written consent, sell, assign, transfer, or otherwise dispose of the Four Seasons Resort Scottsdale, which includes the transfer of an equity interest, or engage in certain change of control actions, if the buyer, assignee, transferee, or other recipient (i) is, or is an affiliate of, an individual or entity (either on its own or in conjunction with its affiliates) that has as a primary business (a) the operation and management of hotels or resorts, (b) the ownership and operation and management of hotels and resorts, or (c) the ownership of hotels or resorts on an active basis (as distinguished from the ownership of hotels or resorts on a passive basis) and can be foreseen to be a competitor of Four Season or any of its affiliates in the operation and management of hotels or resorts; (ii) does not have adequate financial capacity to perform its obligations under hotel management agreement; (iii) is of ill repute; or (iv) is in any other manner an individual or entity with whom or with which a prudent business person would not with to associate in a commercial venture.
The management agreement provides that we cannot, without Four Seasons’ prior written consent, sell, assign, transfer, or otherwise dispose of the hotel, which includes the transfer of an equity interest, or engage in certain change of control actions, if the buyer, assignee, transferee, or other recipient (i) is, or is an affiliate of, an individual or entity (either on its own or in conjunction with its affiliates) that has as a primary business (a) the operation and management of hotels or resorts, (b) the ownership and operation and management of hotels and resorts, or (c) the ownership of hotels or resorts on an active basis (as distinguished from the ownership of hotels or resorts on a passive basis) and can be foreseen to be a competitor of Four Season or any of its affiliates in the operation and management of hotels or resorts; (ii) does not have adequate financial capacity to perform its obligations under hotel management agreement; (iii) is of ill repute; or (iv) is in any other manner an individual or entity with whom or with which a prudent business person would not with to associate in a commercial venture.
In addition, our board of directors has established a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts. The Related Party Transactions Committee may make recommendations to the independent members of our board of directors (including rejection of any proposed transaction).
In addition, our board of directors has established 37 a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts. The Related Party Transactions Committee may make recommendations to the independent members of our board of directors (including rejection of any proposed transaction).
The 50 presence of contamination or the failure to remediate contamination at our hotels may expose us to third-party liability or materially and adversely affect our ability to sell, lease or develop the real estate or to incur debt using the real estate as collateral.
The presence of contamination or the failure to remediate contamination at our hotels may expose us to third-party liability or materially and adversely affect our ability to sell, lease or develop the real estate or to incur debt using the real estate as collateral.
Additional property highlights include: • Meeting Space : The property has over 20,000 square feet of flexible indoor and outdoor event space and is home to the largest ballroom in Vail Valley. • Food and Beverage : The property has four food and beverage outlets, including the world-class 8100 Mountainside Bar & Grill, the Brass Bear Bar, the Fall Line epicurean market and Powder 8 Kitchen & Tap, serving the Beaver Creek community and hotel guests during the ski season. • Other Amenities : The resort offers an array of amenities, including the award-winning 30,000 square foot Exhale Spa, a heated outdoor pool and five outdoor hot tubs beneath a mountain waterfall, 24-hour state-of-the-art fitness club, ski valet service, outdoor fire pits, guest access to two private championship golf courses and the Beaver Creek Tennis Center.
Additional property highlights include: • Meeting Space : The property has over 20,000 square feet of flexible indoor and outdoor event space and is home to the largest ballroom in Vail Valley. • Food and Beverage : The property has four food and beverage outlets, including the world-class 8100 Mountainside Bar & Grill, the Brass Bear Bar, the Fall Line epicurean market and Powder 8 Kitchen & Tap, serving the Beaver Creek community and hotel guests during the ski season. • Other Amenities : The resort offers an array of amenities, including the award-winning 30,000 square foot Exhale Spa, a heated outdoor pool and five outdoor hot tubs, 24-hour state-of-the-art fitness club, ski valet service, outdoor fire pits, guest access to two private championship golf courses and the Beaver Creek Tennis Center.
Active Asset Management Strategy . We rely on Ashford LLC to asset-manage the hotel properties in our portfolio, and will rely on Ashford LLC to asset-manage any hotel properties we may acquire in the future, to help maximize the operating performance, cash flow and value of each hotel.
Asset Management Strategy . We rely on Ashford LLC to asset-manage the hotel properties in our portfolio, and will rely on Ashford LLC to asset-manage any hotel properties we may acquire in the future, to help maximize the operating performance, cash flow and value of each hotel.
If the manager declines to exercise its right to purchase or lease, the sale or lease must occur within 180 days at greater than 90% of the price or the notice of sale must be renewed to manager. Four Seasons Management Agreement Term .
If the manager declines to exercise its right to purchase or lease, the sale or lease must occur within 180 days at greater than 90% of the price or the notice of sale must be renewed to manager. 31 Four Seasons Management Agreement Term .
Bennett), including opportunities to buy hotel properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.
Bennett), including opportunities to buy hotel 42 properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.
The two hotels owned by the joint venture are leased to subsidiaries of the joint venture, which two subsidiaries we 47 have elected to treat as TRSs. Since 2013 Braemar TRS has formed multiple subsidiaries which lease acquired hotels. Braemar TRS has elected to be treated as a TRS.
The two hotels owned by the joint venture are leased to subsidiaries of the joint venture, which two subsidiaries we have elected to treat as TRSs. Since 2013 Braemar TRS has formed multiple subsidiaries which lease acquired hotels. Braemar TRS has elected to be treated as a TRS.
Each management agreement with Marriott (or its affiliates) contains restrictions on our ability to sell the applicable hotel property or engage in certain change of control actions if (i) we are in default under the hotel management agreement, (ii) the transferee is known to be of bad moral character or has been convicted of a felony or is in control of or is controlled by persons who have been convicted of felonies, (iii) the transferee does not (in the reasonable judgment of manager) have sufficient financial resources and liquidity to fulfill the owner’s obligations under the hotel management agreement, (iv) the transferee has an ownership interest, either directly or indirectly, in a brand or group of hotels that competes with the manager or any affiliate thereof, or (v) the transferee is a person designated by the U.S.
Each management agreement contains restrictions on our ability to sell the applicable hotel property or engage in certain change of control actions if (i) we are in default under the management agreement, (ii) the transferee is known to be of bad moral character or has been convicted of a felony or is in control of or is controlled by persons who have been convicted of felonies, (iii) the transferee does not (in the reasonable judgment of manager) have sufficient financial resources and liquidity to fulfill the owner’s obligations under the management agreement, (iv) the transferee has an ownership interest, either directly or indirectly, in a brand or group of hotels that competes with the manager or any affiliate thereof, or (v) the transferee is a person designated by the U.S.
In addition to the valley’s traditional wine and dining attractions, the region is also known as a popular leisure destination for hiking, biking, golfing, shopping and festivals. Operating History .
In addition to the valley’s traditional wine and dining attractions, the region is also known as a popular leisure destination for hiking, biking, golfing, shopping and festivals. 11 Operating History .
The resort also offers an array of amenities, including ski-in/ski-out access to Northstar Ski Mountain, the ultra-luxury Lake Club on the shore of Lake Tahoe, a 17,000 square foot full-service spa, six food and beverage outlets, including the acclaimed Manzanita restaurant, over 37,000 square feet of flexible indoor/outdoor meeting space, two outdoor pools, state-of-the-art fitness club and yoga studio, and the Ritz Kids Club.
The resort also offers an array of amenities, including ski-in/ski-out access to Northstar Ski Mountain, the ultra-luxury Lake Club on the shore of Lake Tahoe, a 17,000 square foot full-service spa, six food and beverage outlets, including the acclaimed Manzanita restaurant, over 37,000 square feet of flexible indoor/outdoor meeting space, two outdoor pools and state-of-the-art fitness club and yoga studio.
If we fail to complete the restoration within two years after the date of the casualty, then for so long as such failure continues, the manager may terminate the Accor management agreement.
If we fail to complete the restoration within two years after the date of the casualty, then for so long as such failure continues, the manager may terminate the management agreement.
If the lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.
If the 45 lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.
The management agreements with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt or Accor allow twelve of our hotel properties to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, Park Hyatt or Sofitel brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), Hyatt’s (or its affiliates) or Accor’s (or its affiliates), applicable, reservation system and guest loyalty and reward program.
The management agreements with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt or Accor allow eleven of our hotel properties to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, Park Hyatt or Sofitel brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), Hyatt’s (or its affiliates) or Accor’s (or its affiliates), applicable, reservation system and guest loyalty and reward program.
Pursuant to the agreement, an assignment is deemed to have occurred if more than 40% of the beneficial ownership of the owner of the hotel is transferred. 36 Remington Hospitality Master Hotel Management Agreement General.
Pursuant to the agreement, an assignment is deemed to have occurred if more than 40% of the beneficial ownership of the owner of the hotel is transferred. Remington Hospitality Master Hotel Management Agreement General.
The hotel opened in 1968 and is comprised of 142 guest rooms, including 76 king rooms, 43 queen/queen rooms and 23 suites. Approximately $17.2 million has been spent on capital expenditures since the acquisition of the hotel, which included spa, fitness center and guest rooms refresh renovations. The hotel is located on a six-acre parcel in Key West, Florida.
The hotel opened in 1968 and is comprised of 142 guest rooms, including 76 king rooms, 43 queen/queen rooms and 23 suites. Approximately $17.6 million has been spent on capital expenditures since the acquisition of the hotel, which included spa, fitness center and guest rooms refresh renovations. The hotel is located on a six-acre parcel in Key West, Florida.
(4) Subject to a ground lease that initially expires in 2065. The ground lease contains two 25-year extension options, at our election. (5) The above information, excluding Hotel net income and Hotel EBITDA, does not include the operations of the voluntary rental program with respect to the residential units not owned by the Company.
(3) Subject to a ground lease that initially expires in 2065. The ground lease contains two 25-year extension options, at our election. (4) The above information, excluding Hotel net income and Hotel EBITDA, does not include the operations of the voluntary rental program with respect to the residential units not owned by the Company.
All of the advisory services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. Remington Hospitality, a subsidiary of Ashford Inc., manages four of our 16 hotel properties.
All of the advisory services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. Remington Hospitality, a subsidiary of Ashford Inc., manages four of our 15 hotel properties.
Each management agreement with Hilton (or its affiliates) provides that we cannot sell the applicable hotel to any unrelated third party, which includes the transfer of an equity interest, or engage in certain change of control actions (i) if such party has an ownership interest, either directly or indirectly, in a brand of hotels totaling at least 10 hotels and such brand competes with the manager or any affiliate thereof; (ii) if such party is known to be of ill repute or an unsuitable business associate (per gaming industry regulations where the manager holds a gaming license); (iii) if such party does not have the ability to fulfill our financial obligations under the hotel management agreement; or (iv) if certain conditions are not satisfied, including cure of any existing or potential defaults, receipt of evidence of proper insurance coverage, payment of fees and expenses which will accrue to the manager through the date of closing, and provision of sufficient notice of the contemplated sale to the manager.
The management agreement provides that we cannot sell the hotel to any unrelated third party, which includes the transfer of an equity interest, or engage in certain change of control actions (i) if such party has an ownership interest, either directly or indirectly, in a brand of hotels totaling at least 10 hotels and such brand competes with the manager or any affiliate thereof; (ii) if such party is known to be of ill repute or an unsuitable business associate (per gaming industry regulations where the manager holds a gaming license); (iii) if such party does not have the ability to fulfill our financial obligations under the hotel management agreement; or (iv) if certain conditions are not satisfied, including cure of any existing or potential defaults, receipt of evidence of proper insurance coverage, payment of fees and expenses which will accrue to the manager through the date of closing, and provision of sufficient notice of the contemplated sale to the manager.
The property also features over 18,800 square feet of fully leased, highly visible retail space in the heart of Beaver Creek. Location and Access . Located in the heart of Beaver Creek Village, Colorado, the Park Hyatt Beaver Creek Resort & Spa is positioned as the leading resort in one of North America’s most renowned luxury resort destinations.
The property also features over 18,800 square feet of highly visible retail space in the heart of Beaver Creek. Location and Access . Located in the heart of Beaver Creek Village, Colorado, the Park Hyatt Beaver Creek Resort & Spa is positioned as the leading resort in one of North America’s most renowned luxury resort destinations.
Early Termination for Casualty . If an applicable hotel is substantially damaged by fire or other casualty such that it cannot be restored within 240 days, or if our lender doesn’t provide adequate insurance proceeds to restore the hotel, we may terminate the hotel management agreement.
Early Termination for Casualty . If the hotel is substantially damaged by fire or other casualty such that it cannot be restored within 240 days, or if our lender doesn’t provide adequate insurance proceeds to restore the hotel, we may terminate the hotel management agreement.
Approximately $77.2 million has been spent on capital expenditures since the acquisition of the hotel in 2007, which included a restaurant renovation, a guest room soft goods renovation and a meeting space renovation. In early 2017, the hotel began an extensive custom designed guest room renovation.
Approximately $77.6 million has been spent on capital expenditures since the acquisition of the hotel in 2007, which included a restaurant renovation, a guest room soft goods renovation and a meeting space renovation. In early 2017, the hotel began an extensive custom designed guest room renovation.
The hotel management agreement with Four Seasons provides us with a right to terminate the hotel management agreement without the payment of a termination fee if the manager fails to achieve certain criteria relating to the performance of the applicable hotel. The performance period is measured with respect to any two consecutive fiscal years.
The management agreement provides us with a right to terminate without payment of a termination fee if the manager fails to achieve certain criteria relating to the performance of the applicable hotel. The performance period is measured with respect to any two consecutive fiscal years.
An “Event of Default” is generally defined to include the failure to make a payment under the Accor management agreement and failure to cure such non-payment after the applicable notice and cure period, the bankruptcy or insolvency of either party, a failure by either party to maintain at all times all of the insurance required to be maintained by such party and failure to cure such default after the applicable notice and cure period, the failure by either party to perform any of the material covenants in the Accor management agreement which continues beyond the applicable notice and cure period and a transfer of the Accor management agreement by either party in violation of the provisions of the Accor management agreement.
An “Event of Default” is generally defined to include the failure to make a payment under the Accor management agreement and failure to cure such non-payment after the applicable notice and cure period, the bankruptcy or insolvency of either party, a failure by either party to maintain at all times all of the insurance required to be maintained by such party and failure to cure such default after the applicable notice and cure period, the failure by either party to perform any of the material covenants in the Accor management agreement that continues beyond the applicable notice and cure period and a transfer of the Accor management agreement by either party in violation of the provisions there of.
The occurrence of an Event of Default prevents the defaulting party from transferring the Accor management agreement without the consent of the non-defaulting party. Termination.
The occurrence of an Event of Default prevents the defaulting party from transferring the management agreement without the consent of the non-defaulting party. Termination.
With its premier location in the heart of West Los Angeles, the property is in the middle of more than 45 million sq. ft. of office space, supporting substantial corporate demand and a wide array of world-renowned leisure demand generators, including unrivaled shopping with high-end retailers, vibrant restaurants and various art and cultural attractions. Operating History .
Location and Access . With its premier location in the heart of West Los Angeles, the property is in the middle of more than 45 million sq. ft. of office space, supporting substantial corporate demand and a wide array of world-renowned leisure demand generators, including unrivaled shopping with high-end retailers, vibrant restaurants and various art and cultural attractions.

… 192 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

107 edited+16 added−28 removed352 unchanged
Biggest changeThese provisions include: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied; and • “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. 72 In addition, Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions: a classified board; a two-thirds stockholder vote requirement for removal of a director; a requirement that the number of directors be fixed only by vote of the directors; a requirement that a vacancy on the board of directors be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and a requirement that the holders of at least a majority of all votes entitled to be cast request a special meeting of stockholders.
Biggest changeThese provisions include: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied; and • “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Our charter requires us to indemnify our directors and officers and to advance expenses prior to the final disposition of a proceeding to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, 73 or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
Our charter requires us to indemnify our directors and officers and to advance expenses prior to the final disposition of a proceeding to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
For example, our board of directors can do the following without stockholder approval: • amend or revise at any time our dividend policy with respect to our common stock or preferred stock (including by eliminating, failing to declare, or significantly reducing dividends on these securities); • terminate Ashford LLC under certain conditions pursuant to our advisory agreement; • amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations; • amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements; • subject to the terms of our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders; • subject to the terms of any outstanding classes or series of preferred stock, issue additional shares without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders; • subject to the terms of any outstanding classes or series of preferred stock, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval; • subject to the terms of any outstanding classes or series of preferred stock, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, including provisions that may have an anti-takeover effect, without obtaining stockholder approval; • employ and compensate affiliates (subject to disinterested director approval); • direct our resources toward investments that do not ultimately appreciate over time; and • determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
For example, our board of directors can do the following without stockholder approval: • amend or revise at any time our dividend policy with respect to our common stock or preferred stock (including by eliminating, failing to declare, or significantly reducing dividends on these securities); • terminate Ashford LLC under certain conditions pursuant to our advisory agreement; • amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations; • amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements; • subject to the terms of our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders; • subject to the terms of any outstanding classes or series of preferred stock, issue additional shares of common stock and/or common units without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders; 68 • subject to the terms of any outstanding classes or series of preferred stock, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval; • subject to the terms of any outstanding classes or series of preferred stock, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, including provisions that may have an anti-takeover effect, without obtaining stockholder approval; • employ and compensate affiliates (subject to disinterested director approval); • direct our resources toward investments that do not ultimately appreciate over time; and • determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
Some of the factors that could affect our stock price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results; • changes in our operations or earnings estimates or publication of research reports about us or the industry; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • failure to meet and maintain REIT qualification; • speculation in the press or investment community; and • general market and economic conditions.
Some of the factors that could affect our stock price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results; • changes in our operations or earnings estimates or publication of research reports about us or the industry; • changes in market valuations of similar companies; 74 • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • failure to meet and maintain REIT qualification; • speculation in the press or investment community; and • general market and economic conditions.
Moreover, periods of rising interest rates heighten the risks described immediately above under “We have a significant amount of debt, and our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.” 61 We may enter into other transactions that could further exacerbate the risks to our financial condition.
Moreover, periods of rising interest rates heighten the risks described immediately above under “We have a significant amount of debt, and our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.” We may enter into other transactions that could further exacerbate the risks to our financial condition.
Accordingly, it is possible that: • the insurance coverage thresholds that we have obtained may not fully protect us against insurable losses (i.e., losses may exceed coverage limits); • we may incur large deductibles that adversely affect our earnings; • we may incur losses from risks that are not insurable or that are not economically insurable; and 70 • current coverage thresholds may not continue to be available at reasonable rates.
Accordingly, it is possible that: • the insurance coverage thresholds that we have obtained may not fully protect us against insurable losses (i.e., losses may exceed coverage limits); • we may incur large deductibles that adversely affect our earnings; • we may incur losses from risks that are not insurable or that are not economically insurable; and • current coverage thresholds may not continue to be available at reasonable rates.
If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.
If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to 54 derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.
Our issuance 71 of additional classes of common stock or preferred stock could have the effect of delaying or preventing someone from taking control of us, even if our stockholders believe that a change in control was in their best interests. Certain provisions in the partnership agreement for our operating partnership may delay or prevent unsolicited acquisitions of us.
Our issuance of additional classes of common stock or preferred stock could have the effect of delaying or preventing someone from taking control of us, even if our stockholders believe that a change in control was in their best interests. Certain provisions in the partnership agreement for our operating partnership may delay or prevent unsolicited acquisitions of us.
However, it is possible that these changes could increase the U.S. 78 federal income tax, interest, and/or penalties otherwise borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership (such as our operating partnership). Qualifying as a REIT involves highly technical and complex provisions of the Code.
However, it is possible that these changes could increase the U.S. federal income tax, interest, and/or penalties otherwise borne by us in the event of a U.S. federal income tax audit of a subsidiary partnership (such as our operating partnership). Qualifying as a REIT involves highly technical and complex provisions of the Code.
A franchisor or manager could condition the continuation of branding and operational support based on the completion of capital improvements 56 that Ashford LLC or our board of directors determines is not economically feasible in light of general economic conditions, the operating results or prospects of the affected hotel or other circumstances.
A franchisor or manager could condition the continuation of branding and operational support based on the completion of capital improvements that Ashford LLC or our board of directors determines is not economically feasible in light of general economic conditions, the operating results or prospects of the affected hotel or other circumstances.
In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging industry’s performance, and overbuilding has the potential to further exacerbate the negative impact of an economic recession. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply 67 growth.
In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging industry’s performance, and overbuilding has the potential to further exacerbate the negative impact of an economic recession. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth.
Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we 79 cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our securities and diluting their securities holdings in us.
Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our securities and diluting their securities holdings in us.
Certain of our hotels are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornados and winter storms in the United States and the Caribbean. Such extreme weather conditions may interrupt our operations, damage our hotels, and reduce the number of guests who visit our hotels in such areas.
Certain of our hotels are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornados, fires and winter storms in the United States and the Caribbean. Such extreme weather conditions may interrupt our operations, damage our hotels, and reduce the number of guests who visit our hotels in such areas.
The above mentioned dual responsibilities may create conflicts of interest for our officers that could result in decisions or allocations of investments that 63 may benefit Ashford Trust more than they benefit our company, and Ashford Trust may compete with us with respect to certain investments that we may want to acquire.
The above mentioned dual responsibilities may create conflicts of interest for our officers that could result in decisions or allocations of investments that may benefit Ashford Trust more than they benefit our company, and Ashford Trust may compete with us with respect to certain investments that we may want to acquire.
Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT income test requirements.
Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT 71 income test requirements.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented 76 by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.
Such discretion could result in investments with yield returns inconsistent with stockholders’ expectations. Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.
Such discretion could result in investments with yield returns inconsistent with stockholders’ expectations. 52 Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.
Our ability, if any, to 68 have any material impact on the outcome of these negotiations is restricted by and dependent on the individual management agreement covering a specific property, and we may have little ability to control the outcome of these negotiations. In addition, changes in labor laws may negatively impact us.
Our ability, if any, to have any material impact on the outcome of these negotiations is restricted by and dependent on the individual management agreement covering a specific property, and we may have little ability to control the outcome of these negotiations. In addition, changes in labor laws may negatively impact us.
We may not be able to renew any ground lease upon its expiration, of if renewed, the terms may not be favorable. Our ability to exercise any extension options relating to our ground leases is subject to the condition that we are not in default under the terms of the ground lease at the time we exercise such options.
We may not be able to renew any ground lease upon its expiration, of if renewed, the terms may not be favorable. Our ability to exercise any extension options relating to our ground lease is subject to the condition that we are not in default under the terms of the ground lease at the time we exercise such options.
It may be difficult to refinance or extend the maturity of such loans on terms acceptable to us, or at all. These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
It may be difficult to refinance or extend the maturity of such loans on terms 56 acceptable to us, or at all. These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock.
The project management MEA and master project management 64 agreement with Premier contains similar provisions. A beneficial owner of a significant position in Ashford Inc. would receive (through Premier) any project management and termination fees payable by us under the master project management agreement. Mr. Monty J.
The project management MEA and master project management agreement with Premier contains similar provisions. A beneficial owner of a significant position in Ashford Inc. would receive (through Premier) any project management and termination fees payable by us under the master project management agreement. Mr. Monty J.
Furthermore, the election of individuals to our board of directors with a specific agenda could adversely affect our ability to effectively and timely implement our strategic plans. Risks Related to Hotel Investments We are subject to general risks associated with operating hotels.
Furthermore, the election of individuals to our board of directors with a specific agenda could adversely affect our ability to effectively and timely implement our strategic plans. 61 Risks Related to Hotel Investments We are subject to general risks associated with operating hotels.
In addition, we expect to finance future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our 55 stockholders.
In addition, we expect to finance future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders.
Any of these events could materially and adversely affect our business, our operating results and our prospects. We are subject to risks associated with the employment of hotel personnel, particularly with respect to hotels that employ unionized labor.
Any of these events could materially and adversely affect our business, our operating results and our prospects. 63 We are subject to risks associated with the employment of hotel personnel, particularly with respect to hotels that employ unionized labor.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become applicable to our properties.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become 65 applicable to our properties.
Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the fees we pay to our advisor may fluctuate over time.
Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the 51 fees we pay to our Advisor may fluctuate over time.
An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).
An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or 53 (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).
Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock. Our stock repurchase program could increase the volatility of the price of our common stock.
Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock. 75 Our stock repurchase program could increase the volatility of the price of our common stock.
If we reject such an investment opportunity, either Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us. In such a case, Mr. Monty J.
If we reject such an investment opportunity, either 60 Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us. In such a case, Mr. Monty J.
Over time, these conditions could result in declining hotel demand, significant damage to our properties or our inability to operate the affected hotels at all. We believe that our properties are adequately insured, consistent with industry standards, to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornados, floods and other severe weather conditions and natural disasters.
Over time, these conditions could result in declining hotel demand, significant damage to our properties or our inability to operate the affected hotels at all. 55 We believe that our properties are adequately insured, consistent with industry standards, to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornados, floods, fires and other severe weather conditions and natural disasters.
Privacy and information security risks have generally increased in recent years because of the proliferation of new 59 technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks.
Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks.
Our business is significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels. Our hotels are located in the Washington, D.C., San Francisco, San Diego, Sarasota, Scottsdale, Seattle, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles and St.
Our business is significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels. Our hotels are located in the Washington, D.C., San Francisco, Sarasota, Scottsdale, Seattle, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles and St. Thomas metropolitan areas.
Our board of directors has approved a share repurchase program under which we may purchase up to $25 million of our common stock from time to time. The specific timing, manner, price, amount and other terms of the repurchases, if any, will be at management’s discretion and will depend on market conditions, corporate and regulatory requirements and other factors.
Our board of directors has approved a share repurchase program under which we may purchase up to $50 million of our common stock from time to time. The specific timing, manner, price, amount and other terms of the repurchases, if any, will be at management’s discretion and will depend on market conditions, corporate and regulatory requirements and other factors.
Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to us.
Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to 70 us.
Thomas metropolitan areas. As a result, we are particularly susceptible to adverse market conditions in these areas and any additional areas in which we may acquire assets in the future, including industry downturns, relocation of businesses and any oversupply of hotel rooms or a reduction in lodging demand.
As a result, we are particularly susceptible to adverse market conditions in these areas and any additional areas in which we may acquire assets in the future, including industry downturns, relocation of businesses and any oversupply of hotel rooms or a reduction in lodging demand.
As of December 31, 2023, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt. In the future, we may incur additional indebtedness to finance future hotel acquisitions, capital improvements and development activities and other corporate purposes.
As of December 31, 2024, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt. In the future, we may incur additional indebtedness to finance future hotel acquisitions, capital improvements and development activities and other corporate purposes.
Some of our hotels are subject to ground leases; if we are found to be in breach of a ground lease or are unable to renew a ground lease, our business could be materially and adversely affected. Some of our hotels are on land subject to ground leases, two of which cover the entire property.
Some of our hotels are subject to ground leases; if we are found to be in breach of a ground lease or are unable to renew a ground lease, our business could be materially and adversely affected. Some of our hotels are on land subject to ground leases, one of which cover the entire property.
Higher interest rates have increased our debt payments and such debt payments may remain high. As of December 31, 2023, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt.
Higher interest rates have increased our debt payments and such debt payments may remain high. As of December 31, 2024, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt.
Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.
Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.
If we fail to pay dividends on our common stock or preferred stock, the market price of our common stock or preferred stock will likely be adversely affected. 53 We are required to make minimum base advisory fee payments to our advisor, Ashford Inc., under our advisory agreement, which must be paid even if our total market capitalization and performance decline.
If we fail to pay dividends on our common stock or preferred stock, the market price of our common stock or preferred stock will likely be adversely affected. We are required to make minimum base advisory fee payments to our Advisor, Ashford LLC, under our advisory agreement, which must be paid even if our total market capitalization and performance decline.
However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.
If our banks enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.
In connection with this policy, our board of directors has established a Related Party Transactions Committee (consisting of Messrs. Vaziri and Rinaldi and Ms. Carter), which is empowered to deny a new proposed interested party transaction or recommend the transaction for approval by a majority of the independent directors.
In connection with this policy, our board of directors has established a Related Party Transactions Committee (consisting of Mr. Rinaldi and Ms. Carter), which is empowered to deny a new proposed interested party transaction or recommend the transaction for approval by a majority of the independent directors.
Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit.
Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail. We regularly maintain cash balances at our banks in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit.
We have also classified 10,000,000 shares of our authorized preferred stock as Series C Preferred Stock. As of March 12, 2024, no shares of Series C Preferred Stock are issued and outstanding. Our charter allows us to create new series of preferred stock at any time.
We have also classified 10,000,000 shares of our authorized preferred stock as Series C Preferred Stock. As of March 10, 2025, no shares of Series C Preferred Stock are issued and outstanding. Our charter allows us to create new series of preferred stock at any time.
These risks are discussed more fully below and include, but are not limited to, risks related to: • our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements; • actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans if we are unable to make debt service payments or satisfy our other obligations under the forbearance agreements; • general volatility of the capital markets and the market price of our common and preferred stock; • catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war; • availability, terms and deployment of capital; • unanticipated increases in financing and other costs, including changes in interest rates; • availability of qualified personnel to our advisor; • actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Inc. and our executive officers and our non-independent directors; • changes in personnel of Ashford LLC or the lack of availability of qualified personnel; • changes in governmental regulations, accounting rules, tax rates and similar matters; • legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”) and related rules, regulations and interpretations governing the taxation of REITs; and • limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes. 52 Risks Related to Our Business and Properties A financial crisis, economic slowdown, pandemic, or epidemic or other economically disruptive event may harm the operating performance of the hotel industry generally.
These risks are discussed more fully below and include, but are not limited to, risks related to: • our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements; • actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans if we are unable to make debt service payments or satisfy our other obligations under the forbearance agreements; • general volatility of the capital markets and the market price of our common and preferred stock; • catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war; • availability, terms and deployment of capital; • unanticipated increases in financing and other costs, including changes in interest rates; • availability of qualified personnel to our advisor; • actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Inc. and our executive officers and our non-independent directors; • changes in personnel of Ashford LLC or the lack of availability of qualified personnel; • changes in governmental regulations, accounting rules, tax rates and similar matters; • legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”) and related rules, regulations and interpretations governing the taxation of REITs; and • limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes.
There is refinancing risk associated with our debt. We finance our long-term growth and liquidity needs with, among other things, secured and unsecured debt financings having staggered maturities, and use variable-rate debt or a mix of fixed and variable-rate debt as appropriate based on favorable interest rates, principal amortization and other terms.
We finance our long-term growth and liquidity needs with, among other things, secured and unsecured debt financings having staggered maturities, and use variable-rate debt or a mix of fixed and variable-rate debt as appropriate based on favorable interest rates, principal amortization and other terms.
A slower spending on the services we provide could have a negative impact on our revenue growth. 66 Other factors that could negatively affect our business include: terrorist incidents and threats and associated heightened travel security measures; political and regional strife; acts of God such as earthquakes, hurricanes, fires, floods, volcanoes and other natural disasters; war; concerns with or threats of pandemics, contagious diseases or health epidemics, such as COVID-19, Ebola, H1N1 influenza (swine flu), MERS, SARs, avian flu, the Zika virus or similar outbreaks; environmental disasters; lengthy power outages; increased pricing, financial instability and capacity constraints of air carriers; airline job actions and strikes; fluctuations in hotel supply, occupancy and ADR; changes to visa and immigration requirements or border control policies; imposition of taxes or surcharges by regulatory authorities; and increases in gasoline and other fuel prices.
Other factors that could negatively affect our business include: terrorist incidents and threats and associated heightened travel security measures; political and regional strife; acts of God such as earthquakes, hurricanes, fires, floods, volcanoes and other natural disasters; war; concerns with or threats of pandemics, contagious diseases or health epidemics, such as COVID-19, Ebola, H1N1 influenza (swine flu), MERS, SARs, avian flu, the Zika virus or similar outbreaks; environmental disasters; lengthy power outages; increased pricing, financial instability and capacity constraints of air carriers; airline job actions and strikes; fluctuations in hotel supply, occupancy and ADR; changes to visa and immigration requirements or border control policies; imposition of taxes or surcharges by regulatory authorities; and increases in gasoline and other fuel prices.
On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022 and approved the Company’s dividend policy for 2023.
On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022.
Robison Hays III, and the extent and nature of the relationships they have developed with hotel franchisors, operators, and owners and hotel lending and other financial institutions are critically important to the success of our business. The loss of services of one or more members of Ashford LLC’s management team could harm our business and our prospects.
Eubanks and Justin Coe, and the extent and nature of the relationships they have developed with hotel franchisors, operators, and owners and hotel lending and other financial institutions are critically important to the success of our business. The loss of services of one or more members of Ashford LLC’s management team could harm our business and our prospects.
In addition, unless we can purchase the fee simple interest in the underlying land and improvements, or extend the terms of these ground leases before their expiration, we will lose our right to operate these properties and our interest in the improvements upon expiration of the ground leases.
In addition, unless we can purchase the fee simple interest in the underlying land and improvements, or extend the terms of these ground leases before their expiration, we will lose our right to operate that hotel property and our interest in the improvements upon expiration of the ground lease.
We depend on Ashford LLC to manage our assets and operations. Any adverse changes in the financial condition of Ashford LLC, or its affiliates or our relationship with Ashford LLC could hinder its ability to manage us successfully. We depend on Ashford LLC’s key personnel with long-standing business relationships.
Any adverse changes in the financial condition of Ashford LLC, or its affiliates or our relationship with Ashford LLC could hinder its ability to manage us successfully. We depend on Ashford LLC’s key personnel with long-standing business relationships. The loss of Ashford LLC’s key personnel could threaten our ability to operate our business successfully.
Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,229,668 shares of Ashford Inc. common stock, which if converted as of December 31, 2023 would have increased the Bennetts’ ownership interest in Ashford Inc. to 65%.
Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,395,281 shares of Ashford Inc. common stock, which if converted as of December 31, 2024 would have increased the Bennetts’ ownership interest in Ashford Inc. to 84.9%.
Ten of our 16 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates). As a result, our success is dependent in part on the continued success of Marriott and Hilton and their respective brands (or the brands of their affiliates). We believe that building brand value is critical to increase demand and build customer loyalty.
As a result, our success is dependent in part on the continued success of Marriott and Hilton and their respective brands (or the brands of their affiliates). We believe that building brand value is critical to increase demand and build customer loyalty.
For more information, see “Item 3. Legal Proceedings.” Risks Related to our Debt Financing We have a significant amount of debt, and our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
Legal Proceedings.” Risks Related to our Debt Financing We have a significant amount of debt, and our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
Hotel renovation and development involves substantial risks, including: • construction cost overruns and delays; • the disruption of operations at, displacement of revenue at, and damage to operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service; • increases in operating costs at our hotels, to the extent they rely on portions of development sites for hotel operations; • the cost of funding renovations or developments and inability to obtain financing on attractive terms; • the return on our investment in these capital improvements or developments failing to meet expectations; • inability to obtain all necessary zoning, land use, building, occupancy, and construction permits; • loss of substantial investment in a development project if a project is abandoned before completion; • environmental problems; • disputes with franchisors or hotel managers regarding compliance with relevant franchise agreements or management agreements: and • development related liabilities, such as claims for design/construction defects.
Hotel renovation and development involves substantial risks, including: • construction cost overruns and delays; • the disruption of operations at, displacement of revenue at, and damage to operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service; • increases in operating costs at our hotels, to the extent they rely on portions of development sites for hotel operations; • the cost of funding renovations or developments and inability to obtain financing on attractive terms; • the return on our investment in these capital improvements or developments failing to meet expectations; • inability to obtain all necessary zoning, land use, building, occupancy, and construction permits; • loss of substantial investment in a development project if a project is abandoned before completion; • environmental problems; • disputes with franchisors or hotel managers regarding compliance with relevant franchise agreements or management agreements: and • development related liabilities, such as claims for design/construction defects. 62 If we have insufficient cash flow from operations to fund needed capital expenditures, then we will need to borrow, sell assets or sell additional equity securities to fund future capital improvements.
Bennett, chairman of our board of directors and chairman, chief executive officer and a significant stockholder of Ashford Inc. and Mr. Archie Bennett, Jr. together owned approximately 610,261 shares of Ashford Inc. common stock, which represented an approximate 19.0% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc.
Bennett, chairman of our board of directors and chairman, chief executive officer and a significant stockholder of Ashford Inc. and Mr. Archie Bennett, Jr. together owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 46.6% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc.
Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders. If we are not able to make distributions to our stockholders, we may not qualify as a REIT.
Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders.
Accordingly, we only own a long-term leasehold or similar interest, rather than a fee interest, in those two hotels.
Accordingly, we only own a long-term leasehold or similar interest, rather than a fee interest, in that hotel.
Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect our business, operating results and prospects.
Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect our business, operating results and prospects. 50 Our investments are concentrated in the hotel industry, and our business would be adversely affected by an economic downturn in that sector.
Our cash flows may not be sufficient to offset any shortfalls that occur as a result of these fluctuations. As a result, we may have to reduce distributions or enter into short-term borrowings in certain quarters in order to make distributions to our stockholders. Such borrowings may not be available on favorable terms, if at all.
As a result, we may have to reduce distributions or enter into short-term borrowings in certain quarters in order to make distributions to our stockholders. Such borrowings may not be available on favorable terms, if at all.
We cannot assure you that our hedging strategy and the instruments that we use will not adequately offset the risk of interest rate volatility or other risks or that our hedging transactions will not result in losses that may reduce the overall return on your investment. 62 Risks Related to Conflicts of Interest Our separation and distribution agreement, our advisory agreement, the original master hotel management agreement, the original mutual exclusivity agreement and other agreements entered into in connection with the spin-off, as well as the master project management agreement, the master hotel management agreement, the hotel management MEA and the project management MEA entered into in connection with Ashford Inc.’s August 2018 acquisition of Premier and the ERFP Agreement were not negotiated on an arm’s-length basis with an unaffiliated third party, and we may pursue less vigorous enforcement of the terms of the current agreements because of conflicts of interest with certain of our executive officers and directors and key employees of Ashford LLC.
Risks Related to Conflicts of Interest Our separation and distribution agreement, our advisory agreement, the original master hotel management agreement, the original mutual exclusivity agreement and other agreements entered into in connection with the spin-off, as well as the master project management agreement, the master hotel management agreement, the hotel management MEA and the project management MEA entered into in connection with Ashford Inc.’s August 2018 acquisition of Premier and the ERFP Agreement were not negotiated on an arm’s-length basis with an unaffiliated third party, and we may pursue less vigorous enforcement of the terms of the current agreements because of conflicts of interest with certain of our executive officers and directors and key employees of Ashford LLC.
It is possible that future legislation would result in a REIT having fewer advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed, for U.S. federal income tax purposes, as a corporation.
It is possible that future legislation would result in a REIT having fewer advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed, for U.S. federal income tax purposes, as a corporation. 73 If our operating partnership failed to qualify as a partnership for U.S. federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
Ashford LLC was a subsidiary of Ashford Trust until its spin-off and may be able to direct attractive investment opportunities to Ashford Trust and away from us. Until its spin-off on November 12, 2014, Ashford LLC was a subsidiary of Ashford Trust, a publicly-traded hotel REIT, with investment objectives that are similar to ours.
Until its spin-off on November 12, 2014, Ashford LLC was a subsidiary of Ashford Trust, a publicly-traded hotel REIT, with investment objectives that are similar to ours.
As such, our investment portfolio will likely contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk. Investors have no assurance that the degree of diversification in our investment portfolio will increase at any time in the future.
As such, our investment portfolio will likely contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk.
In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity.
We own interests in one hotel through a joint venture and we do not have sole decision-making authority regarding this property. In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity.
As a partnership, our operating partnership is not subject to U.S. federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.
Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.
Our officers and certain of our directors may also be key officers or directors of such future entities or their affiliates and may have ownership interests in such entities. Any such positions or interests could present additional conflicts of interest for our officers and certain of our directors.
Our officers and certain of our directors may also be key officers or directors of such future entities or their affiliates and may have ownership interests in such entities.
We are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason. As of March 12, 2024, we have completed the $25.0 million repurchase authorization.
We are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason. As of March 10, 2025, we have not repurchased any shares of our common stock under the current $50.0 million repurchase authorization.
The loss of Ashford LLC’s key personnel could threaten our ability to operate our business successfully. Our future success depends, to a significant extent, upon the continued services of Ashford LLC’s management team. In particular, the hotel industry experience of Messrs. Monty J. Bennett, Richard J. Stockton, Alex Rose, Deric S. Eubanks, Justin Coe, and J.
Our future success depends, to a significant extent, upon the continued services of Ashford LLC’s management team. In particular, the hotel industry experience of Messrs. Monty J. Bennett, Richard J. Stockton, Alex Rose, Deric S.
Our environmental insurance policies may not provide sufficient coverage for any environmental liabilities at our properties. In addition, if environmental liabilities are discovered during the underwriting of the insurance policies for any 69 property that we acquire in the future, we may be unable to obtain insurance coverage for the liabilities at commercially reasonable rates or at all.
In addition, if environmental liabilities are discovered during the underwriting of the insurance policies for any property that we acquire in the future, we may be unable to obtain insurance coverage for the liabilities at commercially reasonable rates or at all. We may experience losses as a result of any of these events.
We did not pay dividends on our common stock in fiscal years 2020 and 2021 and we may not pay dividends on our common stock or preferred stock in the future.
We may not pay dividends on our common stock or preferred stock in the future.
We expect Remington Hospitality will manage certain of the hotels we acquire in the future. Premier, also a subsidiary of Ashford Inc., currently provides design and construction services to us. We expect Premier will also provide design and construction services to us in the future.
Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills. We expect Remington Hospitality will manage certain of the hotels we acquire in the future. Premier, also a subsidiary of Ashford Inc., currently provides design and construction services to us.
For example, we cannot modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders. 65 In addition, conflicts may arise when the interests of our stockholders and the limited partners of our operating partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners.
For example, we cannot modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.
During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain employee personal information. We have completed an investigation and have identified certain employee information that may have been exposed, but we have not identified that any customer information was exposed. All systems have been restored.
During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored.
As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.
Tax increases and changes in tax rules may adversely affect our financial results. As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state and local tax rules.
The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2023, or $0.20 per share on an annualized basis.
The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for each of 2023 and 2024, or $0.20 per share on an annualized basis. On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025.
The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2022 and 2023 in amounts that such holders of our preferred stock are entitled to receive.
The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock and 8.25% Series D Cumulative Preferred Stock for each quarter of 2024 and 2023 and for the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each month of 2024 and 2023.
During the fiscal year ended December 31, 2023, our high common stock price was $5.60 and the low common stock price was $1.91.
During the fiscal year ended December 31, 2024, our high common stock price was $3.95 and the low common stock price was $1.79.
The discovery of material environmental liabilities at our properties could subject us to unanticipated significant costs. The presence of hazardous substances on a property may adversely affect our ability to sell the property on favorable terms or at all, and we may incur substantial remediation costs.
The presence of hazardous substances on a property may adversely affect our ability to sell the property on favorable terms or at all, and we may incur substantial remediation costs. Our environmental insurance policies may not provide sufficient coverage for any environmental liabilities at our properties.
This concentration may expose us to the risk of economic downturns in the hotel real estate sector to a greater extent than if our properties were more diversified across other sectors of the real estate industry. We face risks related to changes in the global economic and political environment, including capital and credit markets.
Our investments are concentrated in the hotel industry. This concentration may expose us to the risk of economic downturns in the hotel real estate sector to a greater extent than if our properties were more diversified across other sectors of the real estate industry.

… 71 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+4 added−0 removed1 unchanged
Biggest changeThe information technology department (“IT Department”), which includes the cybersecurity department (“IT Security Department”), is responsible for implementing such processes and coordinating with the Human Resources Department to align training and onboarding efforts with such processes. 80 The IT Security Department carries out risk management primarily by outsourcing risks to those companies and agencies that specialize in handling such risks and that have the appropriate resources to do so.
Biggest changeRemington Hospitality’s IT Security Department carries out risk management primarily by outsourcing risks to those companies and agencies that specialize in handling such risks and that have the appropriate resources to do so.
These processes cover areas such as, but not limited to, risk management, access control, anti-virus management, sensitive data management, electronic communication, risk/security reporting, incident response planning and business continuation planning.
These processes cover areas such as, but not limited to, risk management, access control, anti-virus management, electronic communication, risk/security reporting, incident response planning and business continuity planning.
Additionally, the IT Department assesses and improves the Company’s cybersecurity risk management processes on an annual basis by: (i) engaging its cyber insurance broker, AON, plc, to a complete a benchmarking evaluation to compare the Company’s cybersecurity posture against peers and (ii) engaging cyber risk readiness and response company, Netdiligence®, to conduct vulnerability and penetration testing, which produces a report that specifies any possible risk area and devices.
Additionally, Remington Hospitality’s IT Department assesses and improves the Company’s cybersecurity risk management processes on an annual basis by: (i) engaging consultants to complete a benchmarking evaluation to compare its cybersecurity posture against peers; and (ii) engaging a cybersecurity risk readiness and response company to conduct vulnerability and penetration testing, which produces a report that specifies any possible risk area and devices.
As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial conditions, except as otherwise noted. Governance. Management is ultimately responsible for assessing and managing the Company’s cybersecurity risk.
As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial conditions, except as otherwise noted. Governance.
The Information Security Manager provides a weekly report to the Vice President of IT, which contains an overview of the activity in the department, any United States Computer Emergency Readiness Team alerts processed and all findings from the preventative maintenance tools. The Vice President of IT provides such report to the Chief Financial Officer on a quarterly basis.
The Chief Technology Officer of Remington Hospitality reviews weekly reports that contain an overview of the activity in the department, any United States Computer Emergency Readiness Team alerts processed and all findings from the preventative maintenance tools. The Chief Technology Officer provides such report to the Chief Financial Officer on a quarterly basis.
The Audit Committee of the Board is then briefed each quarter on the occurrence of any cybersecurity incidents. The Board will also be provided an overview of the information security program on an annual basis, including updates on the IT team, IT training, implementation of IT controls, cybersecurity testing, the incident response process and the cybersecurity assets of the Company.
The board of directors will also be provided an overview of the information security program on an annual basis, including updates on Remington Hospitality’s IT team, IT training, implementation, IT controls, cybersecurity testing, the incident response process and the cybersecurity assets of the Company.
Item 1C. Cybersecurity Risk Management and Strategy. The Company’s information security program consists of various processes designed to ensure that the Company and its electronic assets are shielded from cyber events that may compromise the Company’s ability to successfully execute its business on a day-to-day basis.
Their programs consist of various processes designed to ensure that the Company and its electronic assets are shielded from cyber events that may compromise the Company’s ability to successfully execute its business on a day-to-day basis.
The information security program is overseen by the Chief Financial Officer, Vice President of IT, and the Information Security Manager.
Management provided by Ashford Inc. is ultimately responsible for assessing and managing the Company’s cybersecurity risk. The information security program is overseen by the Chief Financial Officer of Ashford Inc. and the Chief Technology Officer for Remington Hospitality.
Added
Item 1C. Cybersecurity Risk Management and Strategy. The Company relies on Ashford Inc and the Company’s managers to protect the electronic assets of the Company.
Added
The information technology department of Remington Hospitality (“IT Department”), which includes a cybersecurity department (“IT Security Department”), is responsible for implementing processes and coordinating with the Human Resources Department to align training and onboarding efforts of Ashford Inc. and Remington Hospitality employees handling the Company’s electronic assets.
Added
A Cyber Incident Response Team comprised of Ashford Inc. and Remington Hospitality employees meets bi-weekly to review incidents that have occurred and/or impacted the Company’s electronic assets.
Added
The Audit Committee of the board of directors is then briefed each quarter on the occurrence of any cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−2 removed1 unchanged
Biggest changeThomas, USVI 180 100 % 180 66.43 % 1,099.14 730.15 Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 193 100 % 193 55.81 % 645.73 360.35 Hotel Yountville Yountville, CA 80 100 % 80 60.78 % 694.51 422.10 The Ritz-Carlton Sarasota Sarasota, FL 276 100 % 276 62.98 % 587.54 370.04 The Ritz-Carlton Lake Tahoe (1) Truckee, CA 170 100 % 170 50.72 % 731.00 370.79 Cameo Beverly Hills (2) Los Angeles, CA 143 100 % 143 72.78 % 308.71 224.69 The Ritz-Carlton Reserve Dorado Beach (3) Dorado, Puerto Rico 96 100 % 96 63.00 % 2,126.17 1,339.53 Four Seasons Resort Scottsdale Scottsdale, AZ 210 100 % 210 48.27 % 967.22 466.92 Ground Lease Properties (4) Hilton La Jolla Torrey Pines (5) La Jolla, CA 394 75 % 296 78.76 % 253.71 199.82 Bardessono Hotel and Spa (6) Yountville, CA 65 100 % 65 66.22 % 1,045.70 692.48 Total 4,192 3,957 67.13 % $ 440.41 $ 295.65 ________ (1) The above information does not include the operations of the voluntary rental program with respect to condominium units not owned by the Company.
Biggest changeThomas, USVI 180 100 % 180 63.79 % 1,071.81 683.69 Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 193 100 % 193 56.51 % 602.93 340.71 Hotel Yountville Yountville, CA 80 100 % 80 59.76 % 648.50 387.53 The Ritz-Carlton Sarasota Sarasota, FL 276 100 % 276 62.46 % 580.22 362.38 The Ritz-Carlton Lake Tahoe (1) Truckee, CA 170 100 % 170 52.16 % 761.68 397.33 Cameo Beverly Hills (2) Los Angeles, CA 143 100 % 143 66.95 % 274.33 183.67 The Ritz-Carlton Reserve Dorado Beach (3) Dorado, Puerto Rico 96 100 % 96 57.54 % 2,239.48 1,288.64 Four Seasons Resort Scottsdale Scottsdale, AZ 210 100 % 210 53.76 % 888.24 477.54 Ground Lease Property (4) Bardessono Hotel and Spa (5) Yountville, CA 65 100 % 65 60.96 % 1,016.30 619.52 Total 3,807 3,667 67.00 % $ 465.21 $ 311.68 ________ (1) The above information does not include the operations of the voluntary rental program with respect to condominium units not owned by the Company.
Following an extensive renovation, which is expected to be completed by the end of 2025, the hotel will join LXR Hotels & Resorts. 81 (3) The above information does not include the operations of the voluntary rental program with respect to residential units not owned by the Company.
Following an extensive renovation, which is expected to be completed by the end of 2025, the hotel will join LXR Hotels & Resorts. (3) The above information does not include the operations of the voluntary rental program with respect to residential units not owned by the Company.
Fourteen of our hotel properties are located in the United States, one is located in Puerto Rico, one is located in the U.S. Virgin Islands.
Thirteen of our hotel properties are located in the United States, one is located in Puerto Rico, one is located in the U.S. Virgin Islands.
Hotel Properties As of December 31, 2023, we held ownership interests in 16 hotel properties that were included in our consolidated operations, which included direct ownership in 14 hotel properties and 75% ownership in two hotel properties through equity investments with our partner.
Properties Offices We lease our headquarters located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. 76 Hotel Properties As of December 31, 2024, we held ownership interests in 15 hotel properties that were included in our consolidated operations, which included direct ownership in 14 hotel properties and 75% ownership in one hotel property through equity investments with our partner.
(4) Some of our hotel properties are on land subject to ground leases, two of which cover the entire property. (5) The ground lease expires in 2067. The ground lease contains one extension option of either 10 or 20 years dependent upon capital investment during the lease term. (6) The initial ground lease expires in 2065.
(4) Some of our hotel properties are on land subject to ground leases, one of which covers the entire property. (5) The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.
The following table presents certain information related to our hotel properties: Hotel Property Location Total Rooms % Owned Owned Rooms Occupancy ADR RevPAR Fee Simple Properties Capital Hilton Washington, D.C. 550 75 % 413 72.92 % $ 250.11 $ 182.39 Marriott Seattle Waterfront Seattle, WA 369 100 % 369 70.69 % 298.39 210.94 The Notary Hotel Philadelphia, PA 499 100 % 499 62.44 % 230.59 143.97 The Clancy San Francisco, CA 410 100 % 410 70.81 % 309.19 218.95 Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 415 70.30 % 239.57 168.42 Pier House Resort & Spa Key West, FL 142 100 % 142 72.66 % 641.70 466.29 The Ritz-Carlton St.
The following table presents certain information related to our hotel properties as of December 31, 2024: Hotel Property Location Total Rooms % Owned Owned Rooms Occupancy ADR RevPAR Fee Simple Properties Capital Hilton Washington, D.C. 559 75 % 419 78.64 % $ 262.26 $ 206.23 Marriott Seattle Waterfront Seattle, WA 369 100 % 369 72.96 % 307.67 224.48 The Notary Hotel Philadelphia, PA 499 100 % 499 66.99 % 234.09 156.83 The Clancy San Francisco, CA 410 100 % 410 66.29 % 301.79 200.05 Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 415 72.54 % 253.68 184.01 Pier House Resort & Spa Key West, FL 142 100 % 142 71.36 % 621.36 443.41 The Ritz-Carlton St.
Removed
Item 2. Properties Offices We lease our headquarters located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
Removed
The ground lease contains two 25-year extension options, at our election.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

8 edited+5 added−2 removed7 unchanged
Biggest changeWe believe that we maintain a sufficient level of insurance coverage related to such events, and the related incremental costs incurred to date are immaterial. In February of 2024, two class action lawsuits were filed related to the cyber incident. The suits are currently pending in the U.S. District Court for the Northern District of Texas.
Biggest changeIn February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S.
If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. 82 Item 4. Mine Safety Disclosures None. PART II
If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. Item 4. Mine Safety Disclosures None. 78 PART II
To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws).
To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws).
The complaint includes claims for unpaid wages, meal and rest break violations, and unreimbursed business expenses, along with various derivative claims including wage statement, final pay, and PAGA claims. On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement.
The complaint includes claims for unpaid wages, meal and rest break violations, and unreimbursed business expenses, along with various derivative claims including wage statement, final pay, and Private Attorneys General Act (“PAGA”) claims. On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement.
As of December 31, 2023, no amounts have been accrued. On June 8, 2022 a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines.
On June 8, 2022 a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines.
During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain employee personal information. We have completed an investigation and have identified certain employee information that may have been exposed, but we have not identified that any customer information was exposed. All systems have been restored.
During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored.
At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $3.5 million, which the parties are still considering. The allocation to Hilton La Jolla Torrey Pines would be approximately $371,000, which has been accrued as of December 31, 2023. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated.
At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $3.5 million, which the parties have since agreed to. The allocation to Hilton La Jolla Torrey Pines is approximately $401,000, which was accrued as of December 31, 2024. 77 On August 4, 2020, a lawsuit, Benjamin Zermeno v.
On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks.
On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement has been reached subject to the respective parties obtaining various approvals. As of December 31, 2024, the estimated settlement liability amount has been accrued.
Removed
While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time.
Added
Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr.
Removed
We intend to vigorously defend these matters and do not believe that any potential loss is reasonably estimable at this time. It is reasonably possible that the Company may incur additional costs related to the matter, but we are unable to predict with certainty the ultimate amount or range of potential loss.
Added
C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024 to globally resolve the three outstanding matters.
Added
A tentative settlement was reached subject to the parties finalizing the agreement and court approval. As of December 31, 2024, the estimated settlement liability amount has been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated.
Added
District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit.
Added
The amount of the class settlement is approximately $485,000. Ashford Inc. expects the entire settlement amount to be reimbursed through insurance coverage. The hearing for final Court approval of the settlement is scheduled for August 27, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+2 added−2 removed10 unchanged
Biggest changeThe fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes. (2) Distributions per share reflects the annual rate per share for distributions reportable in 2022.
Biggest changeThe fourth quarter 2024 distributions paid January 15, 2025 to stockholders of record as of December 31, 2024 are treated as 2025 distributions for tax purposes. (2) Distributions per share reflects the annual rate per share for distributions reportable in 2022. (3) Distributions per share reflects the annual rate per share for distributions reportable in 2023.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index Item 6. Reserved
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index 82 Item 6. Reserved
The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2024, or $0.20 per share on an annualized basis. The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.
The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2025, or $0.20 per share on an annualized basis. The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.
Distributions and Our Distribution Policy The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2023 in amounts that such holders of our preferred stock are entitled to receive.
Distributions and Our Distribution Policy The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2024 in amounts that such holders of our preferred stock are entitled to receive.
The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan Common stock: October 1 to October 31 — $ — — November 1 to November 30 — $ — — December 1 to December 31 — $ — — Total — $ — — 85 Performance Graph The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2018 through December 31, 2023, assuming an initial investment of $100 in stock on December 31, 2018 with reinvestment of dividends.
The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan Common stock: October 1 to October 31 — — — $ 50,000,000 November 1 to November 30 — — — $ 50,000,000 December 1 to December 31 — — — $ 50,000,000 Total — — — 81 Performance Graph The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2019 through December 31, 2024, assuming an initial investment of $100 in stock on December 31, 2019 with reinvestment of dividends.
Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2023. On December 5, 2023, our board of directors approved the Company’s dividend policy for 2024.
Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2024. On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025.
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights Number of Securities Remaining Available for Future Issuance Equity compensation plans approved by security holders 848,168 N/A 1,613,606 (2) Equity compensation plans not approved by security holders None N/A None Total 848,168 N/A 1,613,606 ____________________ (1) Consists of rights to acquire our common stock subject to the satisfaction of service and or performance vesting conditions (with the amount shown assuming the maximum level of performance under the 2022 and 2023 PSU awards).
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights Number of Securities Remaining Available for Future Issuance Equity compensation plans approved by security holders 766,744 N/A 919,551 (2) Equity compensation plans not approved by security holders None N/A None Total 766,744 N/A 919,551 ____________________ (1) Consists of rights to acquire our common stock subject to the satisfaction of service and or performance vesting conditions (with the amount shown assuming the maximum level of performance under the 2023 PSU awards).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 12, 2024, there were 572 holders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 10, 2025, there were 529 holders of record.
(3) Distributions per share reflects the annual rate per share for distributions reportable in 2023. 84 Equity Compensation Plan Information The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans.
(4) Distributions per share reflects the annual rate per share for distributions reportable in 2024. 80 Equity Compensation Plan Information The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans.
The fourth quarter 2021 distributions paid January 18, 2022 to stockholders of record as of December 31, 2021 are treated as 2022 distributions for tax purposes. The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes.
The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes. The fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes.
Purchases of Equity Securities by the Issuer On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $25 million. The Board’s authorization replaced any previous repurchase authorizations.
Purchases of Equity Securities by the Issuer On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million.
(2) As of December 31, 2023, approximately 1,613,606 shares of our common stock, or securities convertible into approximately 1.6 million shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.
(2) As of December 31, 2024, 920,000 shares of our common stock, or securities convertible into approximately 920,000 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.
Removed
Distributions paid per share were characterized as follows: 2023 2022 2021 Amount % Amount % Amount % Common Stock (cash): Ordinary taxable dividend $ — — % $ 0.0300 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 0.2000 100.0000 % — — % — — % Total $ 0.2000 (1) 100.0000 % $ 0.0300 (1) 100.0000 % $ — — % Preferred Stock – Series B: Ordinary taxable dividend $ 0.1781 12.9534 % $ 1.3752 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % 83 2023 2022 2021 Amount % Amount % Amount % Return of capital $ 1.1971 87.0466 % — — % $ 1.3752 100.0000 % Total $ 1.3752 (1) 100.0000 % $ 1.3752 (1) 100.0000 % $ 1.3752 (1) 100.0000 % Preferred Stock – Series D: Ordinary taxable dividend $ 0.2672 12.9534 % $ 2.0624 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.7952 87.0466 % — — % $ 2.0624 100.0000 % Total $ 2.0624 (1) 100.0000 % $ 2.0624 (1) 100.0000 % $ 2.0624 (1) 100.0000 % Preferred Stock – Series E: Ordinary taxable dividend $ 0.2476 12.9534 % $ 1.9732 100.0000 % — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.6637 87.0466 % — — % $ 0.8330 100.0000 % Total $ 1.9113 (1) (3) 100.0000 % $ 1.9732 (1) (2) 100.0000 % $ 0.8330 (1) 100.0000 % Preferred Stock – Series M (CUSIP #10482B705): Ordinary taxable dividend $ 0.2701 12.9534 % $ 2.0621 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.8152 87.0466 % — — % $ 0.6832 100.0000 % Total $ 2.0853 (1) (3) 100.0000 % $ 2.0621 (1) (2) 100.0000 % $ 0.6832 (1) 100.0000 % Preferred Stock – Series M (CUSIP #10482B887): Ordinary taxable dividend $ 0.2693 12.9534 % $ 2.0538 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.8098 87.0466 % — — % $ 0.6832 100.0000 % Total $ 2.0791 (1) (3) 100.0000 % $ 2.0538 (1) (2) 100.0000 % $ 0.6832 (1) 100.0000 % Preferred Stock – Series M (CUSIP #10482B796): Ordinary taxable dividend $ 0.2685 12.9534 % $ 1.8788 100.0000 % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.8043 87.0466 % — — % — — % Total $ 2.0728 (1) (3) 100.0000 % $ 1.8788 (1) (2) 100.0000 % $ — — % Preferred Stock – Series M (CUSIP 10482B861) Ordinary taxable dividend $ 0.2677 12.9534 % — — % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.7989 87.0466 % — — % — — % Total $ 2.0666 (1) (3) 100.0000 % $ — — % $ — — % Preferred Stock – Series M (CUSIP 10482B770) Ordinary taxable dividend $ 0.2669 12.9534 % — — % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.7934 87.0466 % — — % — — % Total $ 2.0603 (1) (3) 100.0000 % $ — — % $ — — % Preferred Stock – Series M (CUSIP 10482B846) Ordinary taxable dividend $ 0.2661 12.9534 % — — % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.7879 87.0466 % — — % — — % Total $ 2.0540 (1) (3) 100.0000 % $ — — % $ — — % Preferred Stock – Series M (CUSIP 10482B820) Ordinary taxable dividend $ 0.2433 12.9534 % — — % $ — — % Capital gain distribution — — % — — % — — % Unrecaptured 1250 gain — — % — — % — — % Return of capital $ 1.6356 87.0466 % — — % — — % Total $ 1.8789 (1) (3) 100.0000 % $ — — % $ — — % ____________________ (1) The fourth quarter 2020 distributions paid January 15, 2021 to stockholders of record as of December 31, 2020 are treated as 2021 distributions for tax purposes.
Added
Distributions paid per share were characterized as follows: 2024 2023 2022 Amount % Amount % Amount % Common Stock (cash): Ordinary taxable dividend $ — — % $ — — % $ 0.0300000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution — — % — — % — — % Return of capital 0.2000000 100.00000 % 0.2000000 100.00000 % — — % Total $ 0.2000000 (1) 100.00000 % $ 0.2000000 (1) 100.00000 % $ 0.0300000 (1) 100.00000 % Preferred Stock – Series B: Ordinary taxable dividend $ — — % $ 0.1781351 12.95340 % $ 1.3752000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.0383956 75.50870 % — — % — — % Return of capital 0.3368044 24.49130 % 1.1970649 87.04660 % — — % Total $ 1.3752000 (1) 100.00000 % $ 1.3752000 (1) 100.00000 % $ 1.3752000 (1) 100.00000 % 79 2024 2023 2022 Amount % Amount % Amount % Preferred Stock – Series D: Ordinary taxable dividend $ — — % $ 0.2671508 12.95340 % $ 2.0624000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5572914 75.50870 % — — % — — % Return of capital 0.5051086 24.49130 % 1.7952492 87.04660 % — — % Total $ 2.0624000 (1) 100.00000 % $ 2.0624000 (1) 100.00000 % $ 2.0624000 (1) 100.00000 % Preferred Stock – Series E: Ordinary taxable dividend $ — — % $ 0.2475692 12.95340 % $ 1.9732000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.4157881 75.50870 % — — % — — % Return of capital 0.4592119 24.49130 % 1.6636608 87.04660 % — — % Total $ 1.8750000 (1) (4) 100.00000 % $ 1.9112300 (1) (3) 100.00000 % $ 1.9732000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B705): Ordinary taxable dividend $ — — % $ 0.2701249 12.95340 % $ 2.0621000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5935356 75.50870 % — — % — — % Return of capital 0.5168644 24.49130 % 1.8152351 87.04660 % — — % Total $ 2.1104000 (1) (4) 100.00000 % $ 2.0853600 (1) (3) 100.00000 % $ 2.0621000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B887): Ordinary taxable dividend $ — — % $ 0.2693166 12.95340 % $ 2.0538000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5888239 75.50870 % — — % — — % Return of capital 0.5153361 24.49130 % 1.8098034 87.04660 % — — % Total $ 2.1041600 (1) (4) 100.00000 % $ 2.0791200 (1) (3) 100.00000 % $ 2.0538000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B796): Ordinary taxable dividend $ — — % $ 0.2685057 12.95340 % $ 1.8788000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5841121 75.50870 % — — % — — % Return of capital 0.5138079 24.49130 % 1.8043000 87.04660 % — — % Total $ 2.0979200 (1) (4) 100.00000 % $ 2.0728057 (1) (3) 100.00000 % $ 1.8788000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B861): Ordinary taxable dividend $ — — % $ 0.2676897 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5794004 75.50870 % — — % — — % Return of capital 0.5122796 24.49130 % 1.7988703 87.04660 % — — % Total $ 2.0916800 (1) (4) 100.00000 % $ 2.0665600 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B770): Ordinary taxable dividend $ — — % $ 0.2668775 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5746886 75.50870 % — — % — — % Return of capital 0.5107514 24.49130 % 1.7934125 87.04660 % — — % Total $ 2.0854400 (1) (4) 100.00000 % $ 2.0602900 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B846): Ordinary taxable dividend $ — — % $ 0.2660653 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5699769 75.50870 % — — % — — % Return of capital 0.5092231 24.49130 % 1.7879000 87.04660 % — — % Total $ 2.0792000 (1) (4) 100.00000 % $ 2.0539653 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B820): Ordinary taxable dividend $ — — % $ 0.2433000 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5652576 75.50870 % — — % — — % Return of capital 0.5076924 24.49130 % 1.6356405 87.04660 % — — % Total $ 2.0729500 (1) (4) 100.00000 % $ 1.8789405 (1) (3) 100.00000 % $ — — % ____________________ (1) The fourth quarter 2021 distributions paid January 18, 2022 to stockholders of record as of December 31, 2021 are treated as 2022 distributions for tax purposes.
Removed
During the year ended December 31, 2023, we repurchased 3.9 million shares of our common stock for approximately $18.9 million. As of December 31, 2023, the Company has completed the $25.0 million repurchase authorization.
Added
The Board’s authorization replaced any previous repurchase authorizations. As of December 31, 2024, the Company has not repurchased any common stock pursuant to this program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

104 edited+55 added−48 removed77 unchanged
Biggest changeThe following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited): Year Ended December 31, 2023 2022 2021 Net income (loss) $ (30,628) $ 19,348 $ (32,911) Interest expense and amortization of loan costs 94,219 52,166 30,901 Depreciation and amortization 93,272 78,122 73,762 Income tax expense (benefit) 2,689 4,043 1,324 Equity in (earnings) loss of unconsolidated entity 253 328 252 Company’s portion of EBITDA of OpenKey (274) (334) (250) EBITDA 159,531 153,673 73,078 (Gain) loss on insurance settlement and disposition of assets — — (696) EBITDAre 159,531 153,673 72,382 Amortization of favorable (unfavorable) contract assets (liabilities) 474 463 512 Transaction and conversion costs 4,561 9,679 2,637 Write-off of premiums, loan costs and exit fees 3,489 146 1,963 Realized and unrealized (gain) loss on derivatives 663 (4,961) (32) Stock/unit-based compensation 9,244 11,285 10,204 Legal, advisory and settlement costs 1,397 2,170 (208) (Gain) loss on extinguishment of debt (2,318) — — Other (income) expense (293) — — (Gain) loss on insurance settlements — (55) — Company’s portion of adjustments to EBITDAre of OpenKey — 8 7 Adjusted EBITDAre $ 176,748 $ 172,408 $ 87,465 101 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2023 (in thousands) (unaudited): Year Ended December 31, 2023 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
Biggest changeEBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity. 97 The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 19,763 $ (30,628) $ 19,348 Interest expense and amortization of loan costs 108,124 94,219 52,166 Depreciation and amortization 98,733 93,272 78,122 Income tax expense (benefit) 842 2,689 4,043 Equity in (earnings) loss of unconsolidated entity 1,608 253 328 Company’s portion of EBITDA of OpenKey (268) (274) (334) EBITDA 228,802 159,531 153,673 (Gain) loss on disposition of assets and hotel property (88,165) — — EBITDAre 140,637 159,531 153,673 Amortization of favorable (unfavorable) contract assets (liabilities) 453 474 463 Transaction and conversion costs (1) (4,447) 4,561 9,679 Write-off of premiums, loan costs and exit fees 6,111 3,489 146 Realized and unrealized (gain) loss on derivatives (585) 663 (4,961) Stock/unit-based compensation 2,611 9,244 11,285 Legal, advisory and settlement costs 12,676 1,397 2,170 (Gain) loss on extinguishment of debt 22 (2,318) — Other (income) expense — (293) — (Gain) loss on insurance settlements (8) — (55) Severance 102 — — Company’s portion of adjustments to EBITDAre of OpenKey 3 — 8 Adjusted EBITDAre $ 157,575 $ 176,748 $ 172,408 __________________ (1) Includes amounts associated with to funding certain expenses of Ashford Securities LLC, in which 2024 include a true up of these expenses. 98 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2024.
Net income (loss) $ 4,934 $ 12,836 $ 3,392 $ 1,428 $ 6,799 $ 871 $ 1,088 $ 2,071 $ (462) $ 11,171 $ (4,690) $ 5,471 $ 8,322 $ (4,222) $ 13,480 $ 1,138 $ 63,627 $ (94,255) $ (30,628) Non-property adjustments (2) — — — — — — — — — — 249 — — (292) — 495 452 (452) — Interest income (237) (346) — — — — — (41) (137) (235) 128 (73) (44) — — (140) (1,125) 1,125 — Interest expense — — — 1,756 5,555 2,263 5,639 — — 5,096 4,002 80 3,892 2,688 281 10,046 41,298 49,538 90,836 Amortization of loan costs — — — — 321 24 809 — — 95 183 — 63 176 711 2,382 1,001 3,383 Depreciation and amortization 9,859 4,176 4,697 2,328 2,290 1,643 4,624 8,062 9,785 6,155 5,243 7,252 8,672 2,251 6,609 9,626 93,272 — 93,272 Income tax expense (benefit) 126 173 — — — — — 10 — — — — 1,662 — 476 — 2,447 242 2,689 Non-hotel EBITDA ownership expense (income) 745 450 94 555 46 114 113 215 90 99 967 86 61 386 78 (13) 4,086 (4,086) — Hotel EBITDA including amounts attributable to noncontrolling interest 15,427 17,289 8,183 6,067 15,011 4,915 12,273 10,317 9,276 22,381 6,082 12,816 22,628 987 20,924 21,863 206,439 (46,887) 159,552 Less: EBITDA adjustments attributable to consolidated noncontrolling interest (3,857) (4,322) — — — — — — — — — — — — — — (8,179) 8,179 — Equity in earnings (loss) of unconsolidated entities — — — — — — — — — — — — — — — — — 253 253 Company's portion of EBITDA of OpenKey — — — — — — — — — — — — — — — — — (274) (274) Hotel EBITDA attributable to the Company and OP unitholders $ 11,570 $ 12,967 $ 8,183 $ 6,067 $ 15,011 $ 4,915 $ 12,273 $ 10,317 $ 9,276 $ 22,381 $ 6,082 $ 12,816 $ 22,628 $ 987 $ 20,924 $ 21,863 $ 198,260 $ (38,729) $ 159,531 _____________ (1) Represents expenses not recorded at the individual hotel property level.
Net income (loss) $ 4,934 $ 12,836 $ 3,392 $ 1,428 $ 6,799 $ 871 $ 1,088 $ 2,071 $ (462) $ 11,171 $ (4,690) $ 5,471 $ 8,322 $ (4,222) $ 13,480 $ 1,138 $ 63,627 $ (94,255) $ (30,628) Non-property adjustments (2) — — — — — — — — — — 249 — — (292) — 495 452 (452) — Interest income (237) (346) — — — — — (41) (137) (235) 128 (73) (44) — — (140) (1,125) 1,125 — Interest expense — — — 1,756 5,555 2,263 5,639 — — 5,096 4,002 80 3,892 2,688 281 10,046 41,298 49,538 90,836 Amortization of loan costs — — — — 321 24 809 — — 95 183 — 63 176 711 2,382 1,001 3,383 Depreciation and amortization 9,859 4,176 4,697 2,328 2,290 1,643 4,624 8,062 9,785 6,155 5,243 7,252 8,672 2,251 6,609 9,626 93,272 — 93,272 Income tax expense (benefit) 126 173 — — — — — 10 — — — — 1,662 — 476 — 2,447 242 2,689 Non-hotel EBITDA ownership expense (income) 745 450 94 555 46 114 113 215 90 99 967 86 61 386 78 (13) 4,086 (4,086) — Hotel EBITDA including amounts attributable to noncontrolling interest (3) 15,427 17,289 8,183 6,067 15,011 4,915 12,273 10,317 9,276 22,381 6,082 12,816 22,628 987 20,924 21,863 206,439 (46,887) 159,552 Less: EBITDA adjustments attributable to consolidated noncontrolling interest (3,857) (4,322) — — — — — — — — — — — — — — (8,179) 8,179 — Equity in earnings (loss) of unconsolidated entities — — — — — — — — — — — — — — — — — 253 253 Company's portion of EBITDA of OpenKey — — — — — — — — — — — — — — — — — (274) (274) Hotel EBITDA attributable to the Company and OP unitholders $ 11,570 $ 12,967 $ 8,183 $ 6,067 $ 15,011 $ 4,915 $ 12,273 $ 10,317 $ 9,276 $ 22,381 $ 6,082 $ 12,816 $ 22,628 $ 987 $ 20,924 $ 21,863 $ 198,260 $ (38,729) $ 159,531 _____________ (1) Represents expenses not recorded at the individual hotel property level.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Net income (loss) $ 1,125 $ 13,162 $ 2,226 $ 4,488 $ 12,377 $ 2,547 $ 5,668 $ (505) $ (2,872) $ 17,641 $ 5,020 $ 3,790 $ 18,920 $ (1,390) $ 7,583 $ 933 $ 90,713 $ (71,365) $ 19,348 Non-property adjustments (2) — — — — — — 76 (16) — — — — (40) — — — 20 (20) — Interest income (55) (73) — — — — — (5) (24) (52) — (12) (8) — — (4) (233) 233 — Interest expense — — — 1,674 2,802 2,165 3,228 — — 4,919 2,017 26 2,557 1,822 1,747 — 22,957 26,753 49,710 Amortization of loan costs — — — 135 307 102 713 — — 370 150 — 43 167 — — 1,987 469 2,456 Depreciation and amortization 7,420 4,118 5,975 2,371 2,611 2,046 3,932 8,028 11,226 5,326 3,234 5,406 8,072 2,452 5,124 781 78,122 — 78,122 Income tax expense (benefit) — — — — — — — 19 — — — — 415 — 333 — 767 3,276 4,043 Non-hotel EBITDA ownership expense (income) 1,684 121 87 459 18 98 3 152 24 2,173 962 7 178 106 100 — 6,172 (6,172) — Hotel EBITDA including amounts attributable to noncontrolling interest 10,174 17,328 8,288 9,127 18,115 6,958 13,620 7,673 8,354 30,377 11,383 9,217 30,137 3,157 14,887 1,710 200,505 (46,826) 153,679 Less: EBITDA adjustments attributable to consolidated noncontrolling interest (2,543) (4,333) — — — — — — — — — — — — — — (6,876) 6,876 — Equity in earnings (loss) of unconsolidated entities — — — — — — — — — — — — — — — — — 328 328 Company’s portion of EBITDA of OpenKey — — — — — — — — — — — — — — — — — (334) (334) Hotel EBITDA attributable to the Company and OP unitholders $ 7,631 $ 12,995 $ 8,288 $ 9,127 $ 18,115 $ 6,958 $ 13,620 $ 7,673 $ 8,354 $ 30,377 $ 11,383 $ 9,217 $ 30,137 $ 3,157 $ 14,887 $ 1,710 $ 193,629 $ (39,956) $ 153,673 __________________ (1) Represents expenses not recorded at the individual hotel property level.
Net income (loss) $ 1,125 $ 13,162 $ 2,226 $ 4,488 $ 12,377 $ 2,547 $ 5,668 $ (505) $ (2,872) $ 17,641 $ 5,020 $ 3,790 $ 18,920 $ (1,390) $ 7,583 $ 933 $ 90,713 $ (71,365) $ 19,348 Non-property adjustments (2) — — — — — — 76 (16) — — — — (40) — — — 20 (20) — Interest income (55) (73) — — — — — (5) (24) (52) — (12) (8) — — (4) (233) 233 — Interest expense — — — 1,674 2,802 2,165 3,228 — — 4,919 2,017 26 2,557 1,822 1,747 — 22,957 26,753 49,710 Amortization of loan costs — — — 135 307 102 713 — — 370 150 — 43 167 — — 1,987 469 2,456 Depreciation and amortization 7,420 4,118 5,975 2,371 2,611 2,046 3,932 8,028 11,226 5,326 3,234 5,406 8,072 2,452 5,124 781 78,122 — 78,122 Income tax expense (benefit) — — — — — — — 19 — — — — 415 — 333 — 767 3,276 4,043 Non-hotel EBITDA ownership expense (income) 1,684 121 87 459 18 98 3 152 24 2,173 962 7 178 106 100 — 6,172 (6,172) — Hotel EBITDA including amounts attributable to noncontrolling interest (3) 10,174 17,328 8,288 9,127 18,115 6,958 13,620 7,673 8,354 30,377 11,383 9,217 30,137 3,157 14,887 1,710 200,505 (46,826) 153,679 Less: EBITDA adjustments attributable to consolidated noncontrolling interest (2,543) (4,333) — — — — — — — — — — — — — — (6,876) 6,876 — Equity in earnings (loss) of unconsolidated entities — — — — — — — — — — — — — — — — — 328 328 Company’s portion of EBITDA of OpenKey — — — — — — — — — — — — — — — — — (334) (334) Hotel EBITDA attributable to the Company and OP unitholders $ 7,631 $ 12,995 $ 8,288 $ 9,127 $ 18,115 $ 6,958 $ 13,620 $ 7,673 $ 8,354 $ 30,377 $ 11,383 $ 9,217 $ 30,137 $ 3,157 $ 14,887 $ 1,710 $ 193,629 $ (39,956) $ 153,673 __________________ (1) Represents expenses not recorded at the individual hotel property level.
Occupancy and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue. • Management fees: Base management fees are computed as a percentage of gross revenue.
Occupancy and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue. 86 • Management fees: Base management fees are computed as a percentage of gross revenue.
Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, and utilities are subject to inflation as well. Critical Accounting Policies and Estimates Our accounting policies are fully described in note 2 to our consolidated financial statements included in “Item 8.
Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, and utilities are subject to inflation as well. 95 Critical Accounting Policies and Estimates Our accounting policies are fully described in note 2 to our consolidated financial statements included in “Item 8.
We then further adjust EBITDAre to exclude certain additional items such as amortization of favorable (unfavorable) contract assets (liabilities), transaction and conversion costs, other income/expense, write-off of loan costs and exit fees, gain/ 100 loss on insurance settlements, advisory and settlement costs, advisory services incentive fee, gain/loss on extinguishment of debt, stock/unit-based compensation and the Company’s portion of adjustments to EBITDAre of OpenKey and non-cash items such as unrealized gain/ loss on derivatives.
We then further adjust EBITDAre to exclude certain additional items such as amortization of favorable (unfavorable) contract assets (liabilities), transaction and conversion costs, other income/expense, write-off of loan costs and exit fees, gain/loss on insurance settlements, legal, advisory and settlement costs, advisory services incentive fee, gain/loss on extinguishment of debt, stock/unit-based compensation and the Company’s portion of adjustments to EBITDAre of OpenKey and non-cash items such as unrealized gain/ loss on derivatives.
The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary.
The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to 93 amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary.
RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
RevPAR improvements attributable to increases in occupancy are generally accompanied by increases 85 in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
While the industry is 88 expected to have supply growth below historical averages, we may experience supply growth, in certain markets, in excess of national averages that may negatively impact performance.
While the industry is expected to have supply growth below historical averages, we may experience supply growth, in certain markets, in excess of national averages that may negatively impact performance.
For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted.
For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. 96 Early adoption is permitted.
At December 31, 2023, Braemar Hotels & Resorts Inc., our REIT, had net operating loss carryforwards for U.S. federal income tax purposes of $109.7 million based on the latest filed tax return. Of this amount, $2.2 million is subject to expiration in 2033. The remainder is not subject to expiration under the Tax Cuts and Jobs Act.
At December 31, 2024, Braemar Hotels & Resorts Inc., our REIT, had net operating loss carryforwards for U.S. federal income tax purposes of $109.7 million based on the latest filed tax return. Of this amount, $2.2 million is subject to expiration in 2033. The remainder is not subject to expiration under the Tax Cuts and Jobs Act.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. There were no impairment charges recorded for the years ended December 31, 2023, 2022 and 2021. Income Taxes.
Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. There were no impairment charges recorded for the years ended December 31, 2024, 2023 and 2022. Income Taxes.
On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”).
Equity Transactions On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”).
The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 14 of our hotel properties directly, and the remaining two hotel properties, through an investment in a majority-owned consolidated entity. We are advised by Ashford LLC through an advisory agreement.
The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 14 of our hotel properties directly, and the remaining one hotel property, through an investment in a majority-owned consolidated entity. We are advised by Ashford LLC through an advisory agreement.
The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks. 95 Our estimated future obligations as of December 31, 2023 include both current and long-term obligations.
The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks. Our estimated future obligations as of December 31, 2024 include both current and long-term obligations.
Management determined that it is more likely than not that $16.2 million of our net deferred tax assets will not be realized and a valuation allowance has been recorded accordingly.
Management determined that it is more likely than not that $16.5 million of our net deferred tax assets will not be realized and a valuation allowance has been recorded accordingly.
We expect to meet our short-term liquidity requirements generally through net cash provided by operations, capital market activities, our Revolving Credit Facility, asset sales and existing cash balances. Pursuant to the advisory agreement between us and our advisor, we must pay our advisor on a monthly basis a base advisory fee, subject to a minimum base advisory fee.
We expect to meet our short-term liquidity requirements generally through net cash provided by operations, capital market activities, asset sales and existing cash balances. Pursuant to the advisory agreement between us and our Advisor, we must pay our Advisor on a monthly basis a base advisory fee, subject to a minimum base advisory fee.
In 2023, we recorded an advisory services fee of $31.1 million, which included a base advisory fee of $14.0 million, reimbursable expenses of $8.4 million and $8.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
In 2023, we recorded an advisory services fee of $31.1 million, which included a base advisory fee of $14.0 million, reimbursable expenses of $8.4 million and $8.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. Corporate General and Administrative .
LIQUIDITY AND CAPITAL RESOURCES Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including: • advisory fees payable to Ashford LLC; • recurring maintenance necessary to maintain our hotel properties in accordance with brand standards; • interest expense and scheduled principal payments on outstanding indebtedness; • dividends on our common stock; 94 • dividends on our preferred stock; and • capital expenditures to improve our hotel properties.
LIQUIDITY AND CAPITAL RESOURCES Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including: • advisory fees payable to Ashford LLC; • recurring maintenance necessary to maintain our hotel properties in accordance with brand standards; • interest expense and scheduled principal payments on outstanding indebtedness; • dividends on our common stock; • dividends on our preferred stock; • redemptions of our non-traded preferred stock; and • capital expenditures to improve our hotel properties.
Two times the U.S. national average was $196 for the year ended December 31, 2023. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP. We operate in the direct hotel investment segment of the hotel lodging industry.
Two times the U.S. national average was $199 for the year ended December 31, 2024. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP. We operate in the direct hotel investment segment of the hotel lodging industry.
Our calculation of Adjusted FFO excludes transaction and conversion costs, other income/expense, write-off of loan costs and exit fees, legal, advisory and settlement costs, advisory services incentive fee, stock/unit-based compensation, gain/loss on insurance settlements, gain/loss on extinguishment of debt, and non-cash items such as deemed dividends on redeemable preferred stock, interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives and the Company’s portion of adjustments to FFO of OpenKey.
Our calculation of Adjusted FFO excludes transaction and conversion costs, other income/expense, write-off of premiums, loan costs and exit fees, legal, advisory and settlement costs, stock/unit-based compensation, severance, gain/loss on insurance settlements, gain/loss on extinguishment of debt, and non-cash items such as deemed dividends on redeemable preferred stock, interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives and the Company’s portion of adjustments to FFO of OpenKey.
We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2019 through 2023 remain subject to potential examination by certain federal and state taxing authorities.
We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.
We do not operate any of our hotel properties directly; instead we contractually engage hotel management companies to operate them for us under management contracts. As of December 31, 2023, Remington Hospitality , a subsidiary of Ashford Inc., managed four of our 16 hotel properties. Third-party management companies managed the remaining hotel properties.
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of December 31, 2024, Remington Hospitality , a subsidiary of Ashford Inc., managed four of our 15 hotel properties. Third-party management companies managed the remaining hotel properties.
At December 31, 2023 and 2022, we had a valuation allowance of approximately $16.2 million and $18.6 million, respectively, to partially reserve our deferred tax assets of our TRSs. At each reporting date, we evaluate whether it is more likely than not that we will utilize all or a portion of our deferred tax assets.
At December 31, 2024 and 2023, we had a valuation allowance of approximately $16.5 million and $16.2 million, respectively, to partially reserve our deferred tax assets of our TRSs. At each reporting date, we evaluate whether it is more likely than not that we will utilize all or a portion of our deferred tax assets.
Based on when a hotel property was acquired or disposed of operating results for certain hotel properties are not comparable for the years ended December 31, 2023 and 2022. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the year ended December 31, 2024 and 2023. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
While management cannot provide any assurances, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes.
While management cannot provide any assurances, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes. 92 Our hotel properties will require periodic capital expenditures and renovation to remain competitive.
See “Forward-Looking Statements.” 86 This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
See “Forward-Looking Statements.” This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
The loss carry forwards subject to expiration may be available to offset future taxable income, if any, for 2024 through 2034, with 99 the remainder available to offset taxable income beyond 2034; however, there could be substantial limitations on their use imposed by the Code.
The loss carry forwards subject to expiration may be available to offset future taxable income, if any, for 2025 through 2035, with the remainder available to offset taxable income beyond 2035; however, there could be substantial limitations on their use imposed by the Code.
As of March 12, 2024, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million.
As of March 10, 2025, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million.
Realized and Unrealized Gain (Loss) on Derivatives . Realized and unrealized loss on derivatives of $663,000 for 2023 consisted of unrealized loss on interest rate caps of approximately $8.7 million, partially offset by an unrealized gain on warrants of $272,000 and a realized gain of $7.8 million associated with payments received from counterparties on in-the-money interest rate caps.
Realized and unrealized gain on derivatives of $585,000 for 2024 consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.7 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $4.1 million. 91 Realized and unrealized loss on derivatives of $663,000 for 2023 consisted of unrealized loss on interest rate caps of approximately $8.7 million, partially offset by an unrealized gain on warrants of $272,000 and a realized gain of $7.8 million associated with payments received from counterparties on in-the-money interest rate caps.
In addition, we exclude impairment on real estate, (gain) loss on insurance settlement and disposition of assets and Company’s portion of EBITDAre of OpenKey from EBITDA to calculate EBITDA for real estate, or EBITDAre, as defined by NAREIT.
In addition, we exclude impairment on real estate, (gain) loss on disposition of assets and hotel property and the Company’s portion of EBITDAre of OpenKey from EBITDA to calculate EBITDA for real estate, or EBITDAre, as defined by NAREIT.
The results of the Cameo Beverly Hills are included from its acquisition date through December 31, 2021 (in thousands) (unaudited): Year Ended December 31, 2021 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
The results of the Hilton La Jolla Torrey Pines are excluded from its disposition date through December 31, 2024 (in thousands) (unaudited): Year Ended December 31, 2024 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology.
These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services, mobile key technology and cash management services.
This estimate will fluctuate based on changes in the one-month SOFR rate and any future changes in outstanding indebtedness. Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $84.7 million and $109.5 million for the years ended December 31, 2023 and 2022, respectively.
This estimate will fluctuate based on changes in the one-month SOFR rate and any future changes in outstanding indebtedness. Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $66.8 million and $84.7 million for the year ended December 31, 2024 and 2023, respectively.
As of December 31, 2023, we owned interests in 16 hotel properties in seven states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 4,192 total rooms, or 3,957 net rooms, excluding those attributable to our joint venture partner.
As of December 31, 2024, we owned interests in 15 hotel properties in seven states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,807 total rooms, or 3,667 net rooms, excluding those attributable to our joint venture partner.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which eliminated the historic requirement that entities disclose information concerning unrecognized tax benefits having a reasonable possibility of significantly increasing or decreasing in the 12 months following the reporting date.
See note 23 to our consolidated financial statements. Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which eliminated the historic requirement that entities disclose information concerning unrecognized tax benefits having a reasonable possibility of significantly increasing or decreasing in the 12 months following the reporting date.
For the year ended December 31, 2023, net cash flows used in financing activities were $156.8 million.
For the year ended December 31, 2024, net cash flows used in financing activities were $83.8 million.
Income tax expense decreased $1.4 million, from $4.0 million in 2022 to $2.7 million in 2023. This decrease was primarily due to a decrease in the taxable income of certain of our TRS entities in 2023 compared to 2022. (Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities .
Income Tax (Expense) Benefit . Income tax expense decreased $1.8 million, from $2.7 million in 2023 to $842,000 in 2024. This decrease was primarily due to a decrease in the taxable income of certain of our TRS entities in 2024 compared to 2023. (Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities .
As of December 31, 2023, $17.7 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At December 31, 2023, our net debt to gross assets was 39.7%.
As of December 31, 2024, $22.9 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At December 31, 2024, our net debt to gross assets was 40.8%.
Noncontrolling interests in operating partnership were allocated a net loss of $5.2 million in 2023 and net loss of $476,000 in 2022. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.63% and 7.69% as of December 31, 2023 and 2022, respectively.
Noncontrolling interests in operating partnership were allocated a net loss of $4.5 million in 2024 and $5.2 million in 2023. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 8.05% and 6.63% as of December 31, 2024 and 2023, respectively.
At December 31, 2023, we had TRS net operating loss carry forwards for U.S. federal income tax purposes of $63.6 million, of which $47.3 million is subject to expiration and began expiring in 2024. The remainder was generated after December 31, 2017 and is not subject to expiration under the Tax Cuts and Jobs Act.
At December 31, 2024, we had TRS net operating loss carry forwards for U.S. federal income tax purposes of $65.3 million, of which $45.8 million is subject to expiration and will begin to expire in 2025. The remainder was generated after December 31, 2017 and is not subject to expiration under the Tax Cuts and Jobs Act.
However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in our consolidated financial statements. 105 The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited): Year Ended December 31, 2023 2022 2021 Net income (loss) $ (30,628) $ 19,348 $ (32,911) (Income) loss attributable to noncontrolling interest in consolidated entities (1,619) (2,063) 2,650 Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership 5,230 476 3,597 Preferred dividends (42,304) (21,503) (8,745) Deemed dividends on preferred stock (4,719) (6,954) — Gain (loss) on extinguishment of preferred stock — — (4,595) Net income (loss) attributable to common stockholders (74,040) (10,696) (40,004) Depreciation and amortization on real estate (1) 90,031 75,508 71,072 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership (5,230) (476) (3,597) Equity in (earnings) loss of unconsolidated entity 253 328 252 (Gain) loss on insurance settlement and disposition of assets — — (696) Company’s portion of FFO of OpenKey (296) (333) (251) FFO available to common stockholders and OP unitholders 10,718 64,331 26,776 Deemed dividends on preferred stock 4,719 6,954 — (Gain) loss on extinguishment of preferred stock — — 4,595 Transaction and conversion costs 4,561 9,679 2,637 Write-off of premiums, loan costs and exit fees 3,489 146 1,963 Unrealized (gain) loss on derivatives 8,413 (4,464) (32) Stock/unit-based compensation 9,244 11,285 10,204 Legal, advisory and settlement costs 1,397 2,170 (208) Interest expense accretion on refundable membership club deposits 671 723 772 Amortization of loan costs 3,289 2,365 2,121 (Gain) loss on extinguishment of debt (2,318) — — Other (income) expense (293) — — (Gain) loss on insurance settlements — (55) — Company’s portion of adjustments to FFO of OpenKey — 8 7 Adjusted FFO available to common stockholders and OP unitholders $ 43,890 $ 93,142 $ 48,835 ____________________ (1) Net of adjustment for noncontrolling interest in consolidated entities.
However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in our consolidated financial statements. 102 The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 19,763 $ (30,628) $ 19,348 (Income) loss attributable to noncontrolling interest in consolidated entities (25,928) (1,619) (2,063) Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership 4,472 5,230 476 Preferred dividends (40,295) (42,304) (21,503) Deemed dividends on preferred stock (8,958) (4,719) (6,954) Net income (loss) attributable to common stockholders (50,946) (74,040) (10,696) Depreciation and amortization on real estate (1) 94,944 90,031 75,508 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership (4,472) (5,230) (476) Equity in (earnings) loss of unconsolidated entity 1,608 253 328 (Gain) loss on disposition of assets and hotel property (1) (61,925) — — Company’s portion of FFO of OpenKey (322) (296) (333) FFO available to common stockholders and OP unitholders (21,113) 10,718 64,331 Deemed dividends on preferred stock 8,958 4,719 6,954 Transaction and conversion costs (2) (4,447) 4,561 9,679 Write-off of premiums, loan costs and exit fees 6,111 3,489 146 Unrealized (gain) loss on derivatives 4,071 8,413 (4,464) Stock/unit-based compensation 2,611 9,244 11,285 Legal, advisory and settlement costs 12,676 1,397 2,170 Interest expense accretion on refundable membership club deposits 616 671 723 Amortization of loan costs (1) 6,080 3,289 2,365 (Gain) loss on extinguishment of debt 22 (2,318) — Other (income) expense — (293) — (Gain) loss on insurance settlements (8) — (55) Severance 102 — — Company’s portion of adjustments to FFO of OpenKey 3 — 8 Adjusted FFO available to common stockholders and OP unitholders $ 15,682 $ 43,890 $ 93,142 ____________________ (1) Net of adjustment for noncontrolling interest in consolidated entities.
Cash flows from operations are also impacted by the timing of working capital cash flows, such as collecting receivables from hotel guests, paying vendors, settling with derivative counterparties, settling with related parties and settling with hotel managers. Net Cash Flows Provided by (Used in) Investing Activities .
Cash flows from operations were impacted by changes in hotel operations and the disposition of a hotel property. Cash flows from operations are also impacted by the timing of working capital cash flows, such as collecting receivables from hotel guests, paying vendors, settling with derivative counterparties, settling with related parties and settling with hotel managers.
Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.
Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of December 31, 2024, the mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap.
We anticipate using funds to pay for capital expenditures for our 16 hotel properties, estimated to be approximately $90 to $100 million in fiscal year 2024 and debt interest payments, estimated to be approximately $89.6 million in 2024 based on future payments using the one month SOFR rate as of December 31, 2023.
We anticipate using funds to pay for capital expenditures for our 15 hotel properties, estimated to be between approximately $75.0 million to $95.0 million in fiscal year 2025 and debt interest payments, estimated to be approximately $80.0 million in 2025 based on future payments using the one month SOFR rate as of December 31, 2024.
Our capital improvements consisted of approximately $54.6 million of return on investment capital projects and approximately $22.6 million of renewal and replacement capital projects. For the year ended December 31, 2022, net cash flows used in investing activities were $402.2 million.
Our capital improvements consisted of approximately $49.6 million of return on investment capital projects and approximately $21.0 million of renewal and replacement capital projects. For the year ended December 31, 2023, net cash flows used in investing activities were $77.1 million.
Our noncontrolling interest partner in consolidated entities was allocated income of $1.6 million and $2.1 million in 2023 and 2022, respectively. At both December 31, 2023 and 2022, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity. Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership.
At December 31, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity. At December 31, 2023, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity. Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership.
Equity Transactions On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $25 million. The board of directors’ authorization replaced any previous repurchase authorizations.
On May 3, 2024, our board of directors approved a new share repurchase program, pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million.
(2) This hotel was under renovation during 2022. Food and Beverage Revenue . Food and beverage revenue increased $26.1 million, or 16.4%, to $185.3 million during 2023 compared to 2022.
(2) This hotel was under renovation during 2023. 89 Food and Beverage Revenue . Food and beverage revenue decreased $4.1 million, or 2.2%, to $181.3 million during 2024 compared to 2023.
In 2022, we recorded an advisory services fee of $28.8 million, which included a base advisory fee of $12.8 million, reimbursable expenses of $4.7 million, $10.6 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $803,000. Gain on Legal Settlements.
In 2024, we recorded an advisory services fee of $30.5 million, which included a base advisory fee of $13.8 million, reimbursable expenses of $11.6 million, $2.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $2.7 million.
With respect to our indebtedness, as discussed in note 6 to our consolidated financial statements, we have current obligations of $582.8 million and long-term obligations of $590.3 million. As of December 31, 2023, we held extension options to extend the principal for all of the debt due in the next twelve months except for $219.1 million.
With respect to our indebtedness, as discussed in note 7 to our consolidated financial statements, we have current obligations of $417.1 million and long-term obligations of $805.9 million. As of December 31, 2024, we held extension options to extend the principal for all of the debt due in 2025 except for $293.2 million.
Net income (loss) attributable to the Company changed $44.8 million, from net income of $17.8 million for the year ended December 31, 2022 (“2022”), to a net loss of $27.0 million for the year ended December 31, 2023 (“2023”), as a result of the factors discussed below. Rooms Revenue .
Net loss attributable to the Company decreased $25.3 million from a net loss of $27.0 million for the year ended December 31, 2023 (“2023”) to $1.7 million for the year ended December 31, 2024 (“2024”), as a result of the factors discussed below. Rooms Revenue .
Write-off of loan costs and exit fees was $3.5 million in 2023 related to various loan modifications and costs associated with the $200 million secured credit facility. Write-off of loan costs and exit fees was $146,000 in 2022 related to various loan refinances and modifications. Gain (loss) on Extinguishment of Debt.
Write-off of loan costs and exit fees was $6.1 million in 2024 related to various loan refinances and modifications. Write-off of loan costs and exit fees was $3.5 million in 2023 related to related to various loan modifications. Gain (loss) on Extinguishment of Debt.
Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees. We experienced an increase of $3.0 million in direct expenses and $19.5 million in indirect expenses and incentive management fees in 2023 compared to 2022.
Other Operating Expenses . Other operating expenses decreased $2.0 million, or 0.9%, to $225.9 million in 2024 compared to 2023. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
In 2023 and 2022, we recorded equity in loss of unconsolidated entity of $253,000 and $328,000, respectively, related to our investment in OpenKey. Interest Income . Interest income was $6.4 million and $2.7 million in 2023 and 2022, respectively.
In 2024 and 2023, we recorded equity in loss of unconsolidated entity of $1.6 million and $253,000, respectively, related to our investment in OpenKey. In 2024, equity in loss included an impairment charge to the OpenKey investment of $1.4 million. There was no such impairment recorded in 2023. Interest Income .
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses. 104 FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on insurance settlement and disposition of assets, plus impairment charges on real estate, depreciation and amortization of real estate assets, and after redeemable noncontrolling interests in the operating partnership and adjustments for unconsolidated entities.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 101 FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on disposition of assets, plus impairment charges on real estate, depreciation and amortization of real estate assets, and after redeemable noncontrolling interests in the operating partnership and adjustments for unconsolidated entities.
We experienced an aggregate increase in food and beverage revenue of $8.6 million at five comparable hotel properties and increases of $4.0 million and $22.4 million at The Ritz-Carlton Reserve Dorado Beach and the Four Seasons Resort Scottsdale, respectively. These increases were partially offset by an aggregate decrease of approximately $8.8 million at The Ritz-Carlton St.
We experienced an aggregate decrease in food and beverage revenue of $4.7 million at seven comparable hotel properties as well as a decrease of $6.6 million at Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $7.2 million at Four Seasons Resort Scottsdale, The Ritz-Carlton St.
Our hotel properties will require periodic capital expenditures and renovation to remain competitive. In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays.
In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays.
This increase is attributable to an aggregate increase in rooms expense of $4.3 million at six comparable hotel properties, an increase of $1.7 million at The Ritz-Carlton Reserve Dorado Beach and an increase of $7.3 million at the Four Seasons Resort Scottsdale. These increases were partially offset by an aggregate decrease of approximately $2.3 million at The Ritz-Carlton St.
Rooms Expense . Rooms expense increased $1.0 million, or 1.0%, to $106.5 million in 2024 compared to 2023. This increase is attributable to an aggregate increase in rooms expense of $4.3 million at nine comparable hotel properties. These increases were partially offset by an aggregate decrease of approximately $1.0 million at The Ritz-Carlton St.
We are currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and related disclosures. Non-GAAP Financial Measures The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.
Non-GAAP Financial Measures The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.
Such funding is to be allocated pro rata among Ashford Inc. and the Company. On March 7, 2024, the Company closed on a $62.0 million non-recourse loan secured by the Ritz-Carlton Reserve Dorado Beach. The mortgage loan has a two-year term, is interest only and provides for a floating interest rate of SOFR + 4.75%.
As of March 10, 2025, the Company has not repurchased any common stock pursuant to the plan. Debt Transactions On March 7, 2024, the Company closed on a $62.0 million non-recourse loan secured by the Ritz-Carlton Reserve Dorado Beach. The mortgage loan had a two-year term, was interest only and provided for a floating interest rate of SOFR + 4.75%.
The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recently Adopted Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. We adopted the standard effective for the year ended December 31, 2024.
This increase is attributable to higher other hotel revenue of $3.1 million at nine comparable hotel properties, $2.7 million at The Ritz-Carlton Reserve Dorado Beach and $7.4 million at the Four Seasons Resort Scottsdale. These increases were partially offset by an aggregate decrease of approximately $2.9 million at The Ritz-Carlton St.
This increase is attributable to higher other hotel revenue of $9.6 million at 12 comparable hotel properties. These increases were partially offset by a decrease of $3.0 million at Hilton La Jolla Torrey Pines as well as an aggregate decrease of approximately $943,000 at The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Lake Tahoe, and The Ritz-Carlton St. Thomas.
Advisory services fee increased $2.2 million, or 7.8%, to $31.1 million in 2023 compared to 2022 due to increases in reimbursable expenses of $3.7 million and base advisory fee of $1.2 million. These increases were partially offset by decreases in equity-based compensation of $1.8 million and incentive fee of $803,000.
Advisory services fee decreased $602,000, or 1.9%, to $30.5 million in 2024 compared to 2023 due to lower equity-based compensation of $6.5 million and base advisory fee of $144,000, partially offset by higher reimbursable expenses of $3.3 million and a higher incentive fee of $2.7 million.
For the year ended December 31, 2023, net cash flows used in investing activities were $77.1 million. These cash outflows were primarily attributable to $77.1 million of capital improvements made to various hotel properties and a $238,000 loan to OpenKey partially offset by cash inflows of $361,000 related to proceeds from property insurance.
These cash outflows were primarily attributable to $77.1 million of capital improvements made to various hotel properties and a $238,000 loan to OpenKey partially offset by cash inflows of $361,000 related to proceeds from property insurance. Our capital improvements consisted of approximately $54.6 million of return on investment capital projects and approximately $22.6 million of renewal and replacement capital projects.
During 2023, we experienced a 132 basis point increase in occupancy and room rates were flat compared to 2022. 91 Fluctuations in rooms revenue between 2023 and 2022 are a result of the changes in occupancy and ADR between 2023 and 2022 as reflected in the table below (dollars in thousands): Hotel Property Favorable (Unfavorable) Rooms Revenue Occupancy (change in bps) ADR (change in %) Comparable Capital Hilton (1) $ 6,738 775 9.5 % Marriott Seattle Waterfront (2) 6,965 1,381 4.3 % The Notary Hotel 3,985 652 5.6 % The Clancy 1,433 76 3.4 % Sofitel Chicago Magnificent Mile 683 494 (4.5) % Pier House Resort & Spa (3,251) (215) (9.3) % The Ritz-Carlton St.
Fluctuations in rooms revenue between 2024 and 2023 are a result of the changes in occupancy and ADR between 2024 and 2023 as reflected in the table below (dollars in thousands): Hotel Property Favorable (Unfavorable) Rooms Revenue Occupancy (change in bps) ADR (change in %) Comparable Capital Hilton (1) (2) $ 5,549 571 4.9 % Marriott Seattle Waterfront 1,907 227 3.1 % The Notary Hotel 2,420 456 1.5 % The Clancy (2,747) (453) (2.4) % Sofitel Chicago Magnificent Mile 2,437 223 5.9 % Pier House Resort & Spa (1,123) (130) (3.2) % The Ritz-Carlton St.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses. 102 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2022.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 100 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2022.
Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy. 89 RESULTS OF OPERATIONS Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following table summarizes changes in key line items from our consolidated statements of operations for the years ended December 31, 2023 and 2022 (in thousands except percentages): Year Ended December 31, Favorable (Unfavorable) 2023 2022 $ Change % Change Revenue Rooms $ 464,899 $ 431,515 $ 33,384 7.7 % Food and beverage 185,331 159,241 26,090 16.4 Other 89,113 78,829 10,284 13.0 Total hotel revenue 739,343 669,585 69,758 10.4 Expenses Hotel operating expenses: Rooms 105,439 94,410 (11,029) (11.7) Food and beverage 144,544 125,555 (18,989) (15.1) Other expenses 227,913 205,373 (22,540) (11.0) Management fees 23,261 20,149 (3,112) (15.4) Total hotel operating expenses 501,157 445,487 (55,670) (12.5) Property taxes, insurance and other 38,629 30,766 (7,863) (25.6) Depreciation and amortization 93,272 78,122 (15,150) (19.4) Advisory services fee 31,089 28,847 (2,242) (7.8) (Gain) loss on legal settlements — (114) (114) (100.0) Corporate general and administrative 13,523 18,084 4,561 25.2 Total expenses 677,670 601,192 (76,478) (12.7) Operating income (loss) 61,673 68,393 (6,720) (9.8) Equity in earnings (loss) of unconsolidated entity (253) (328) 75 22.9 Interest income 6,401 2,677 3,724 139.1 Other income (expense) 293 — 293 Interest expense and amortization of discounts and loan costs (94,219) (52,166) (42,053) (80.6) Write-off of loan costs and exit fees (3,489) (146) (3,343) (2,289.7) Gain (loss) on extinguishment of debt 2,318 — 2,318 Realized and unrealized gain (loss) on derivatives (663) 4,961 (5,624) (113.4) Income (loss) before income taxes (27,939) 23,391 (51,330) (219.4) Income tax (expense) benefit (2,689) (4,043) 1,354 33.5 Net income (loss) (30,628) 19,348 (49,976) (258.3) (Income) loss attributable to noncontrolling interest in consolidated entities (1,619) (2,063) 444 21.5 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 5,230 476 4,754 998.7 Net income (loss) attributable to the Company $ (27,017) $ 17,761 $ (44,778) (252.1) % All hotel properties owned for the years ended December 31, 2023 and 2022 have been included in our results of operations during the respective periods in which they were owned.
Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy. 87 RESULTS OF OPERATIONS Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table summarizes changes in key line items from our consolidated statements of operations for the year ended December 31, 2024 and 2023 (in thousands except percentages): Year Ended December 31, Favorable (Unfavorable) 2024 2023 $ Change % Change Revenue Rooms $ 452,361 $ 464,899 $ (12,538) (2.7) % Food and beverage 181,250 185,331 (4,081) (2.2) Other 94,793 89,113 5,680 6.4 Total hotel revenue 728,404 739,343 (10,939) (1.5) Expenses Hotel operating expenses: Rooms 106,465 105,439 (1,026) (1.0) Food and beverage 145,901 144,544 (1,357) (0.9) Other expenses 225,864 227,913 2,049 0.9 Management fees 23,500 23,261 (239) (1.0) Total hotel operating expenses 501,730 501,157 (573) (0.1) Property taxes, insurance and other 42,508 38,629 (3,879) (10.0) Depreciation and amortization 98,733 93,272 (5,461) (5.9) Advisory services fee 30,487 31,089 602 1.9 Corporate general and administrative 14,361 13,523 (838) (6.2) Total expenses 687,819 677,670 (10,149) (1.5) Gain (loss) on disposition of assets and hotel property 88,165 — 88,165 Operating income (loss) 128,750 61,673 67,077 108.8 Equity in earnings (loss) of unconsolidated entity (1,608) (253) (1,355) (535.6) Interest income 7,135 6,401 734 11.5 Other income (expense) — 293 (293) (100.0) Interest expense and amortization of discounts and loan costs (108,124) (94,219) (13,905) (14.8) Write-off of loan costs and exit fees (6,111) (3,489) (2,622) (75.2) Gain (loss) on extinguishment of debt (22) 2,318 (2,340) (100.9) Realized and unrealized gain (loss) on derivatives 585 (663) 1,248 (188.2) Income (loss) before income taxes 20,605 (27,939) 48,544 173.7 Income tax (expense) benefit (842) (2,689) 1,847 68.7 Net income (loss) 19,763 (30,628) 50,391 164.5 (Income) loss attributable to noncontrolling interest in consolidated entities (25,928) (1,619) 24,309 1,501.5 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 4,472 5,230 758 14.5 Net income (loss) attributable to the Company $ (1,693) $ (27,017) $ 25,324 93.7 % All hotel properties owned for the year ended December 31, 2024 and 2023 have been included in our results of operations during the respective periods in which they were owned.
Subsequent to December 31, 2023, we extended two mortgage loans. See discussions below in “Debt Transactions.” As discussed in note 17 to our consolidated financial statements, under our operating leases we have current obligations of approximately $3.4 million and long-term obligations of approximately $155.4 million.
See discussions below in “Debt Transactions.” As discussed in note 19 to our consolidated financial statements, under our operating leases we have current obligations of approximately $1.2 million and long-term obligations of approximately $56.7 million. Additionally, as discussed in note 18 to our consolidated financial statements, we have short-term capital commitments of approximately $29.1 million.
Recent Developments On October 31, 2023, the Company amended its mortgage loan secured by The Ritz-Carlton Lake Tahoe. Terms of the amendment included extending the maturity date by one year to January 2025, with a one-year extension option, amending the interest rate to SOFR + 3.60% and making a pay down of $587,000.
On January 14, 2025, the Company amended its mortgage loan secured by the 170-room Ritz-Carlton Lake Tahoe. The terms of the amendment included a $10.0 million principal pay down, extending the current maturity date to July 2025, an interest rate reduction to SOFR + 3.25%, and one six-month extension option subject to satisfaction of certain conditions.
As of December 31, 2023, The Ritz-Carlton Lake Tahoe was in a cash trap, although there was no cash trapped for this mortgage loan. As of December 31, 2023, the Company held cash and cash equivalents of $85.6 million and restricted cash of $80.9 million, the vast majority of which is comprised of lender and manager-held reserves.
The amount of cash in the cash trap as of December 31, 2024 was $0. As of December 31, 2024, the Company held cash and cash equivalents of $135.5 million and restricted cash of $49.6 million, the vast majority of which is comprised of lender and manager-held reserves.
This increase is attributable to higher food and beverage expense of $5.9 million at seven comparable hotel properties, $3.7 million at The Ritz-Carlton Reserve Dorado Beach and $14.9 million at the Four Seasons Resort Scottsdale. These increases were partially offset by an aggregate decrease of approximately $5.5 million at The Ritz-Carlton St.
This increase is attributable to higher food and beverage expense of $6.3 million at twelve comparable hotel properties. These increases were partially offset by an aggregate decrease of approximately $1.5 million at The Ritz-Carlton Lake Tahoe, Cameo Beverly Hills and Bardessono Hotel and Spa, as well as a decrease of $3.5 million at Hilton La Jolla Torrey Pines.
Thomas Mr. C Beverly Hills Hotel Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
The following table presents the amounts of the adjustments for noncontrolling interests for each line item: Year Ended December 31, 2023 2022 2021 Depreciation and amortization on real estate $ (3,241) $ (2,614) $ (2,690) Amortization of loan costs (94) (91) (87) 106
The following table presents the amounts of the adjustments for noncontrolling interests for each line item: Year Ended December 31, 2024 2023 2022 Depreciation and amortization on real estate $ (3,789) $ (3,241) $ (2,614) Amortization of loan costs (307) (94) (91) Gain (loss) on disposition of assets and hotel property 26,240 — — (2) Includes amounts associated with to funding certain expenses of Ashford Securities LLC, in which 2024 include a true up of these expenses. 103
The increase in indirect expenses is attributable to increases in: (i) general and administrative costs of $6.6 million comprising of an increase of $7.0 million at the two acquired hotel properties, partially offset by a decrease of $413,000 at our 14 comparable hotel properties; (ii) marketing costs of $8.9 million comprising an increase of $3.6 million at our 14 comparable hotel properties and $5.3 million at the two acquired hotel properties; (iii) repairs and maintenance of $4.0 million comprising an increase of $544,000 at our 14 comparable hotel properties and $3.5 million at the two acquired hotel properties; (iv) lease expense of $103,000 comprising an increase of $170,000 at our 14 comparable hotel properties, partially offset by an aggregate decrease of $67,000 at the two acquired hotel properties; and (v) energy costs of $2.4 million comprised of an increase of $1.0 million at our 14 comparable hotel properties and $1.4 million at our two acquired hotel properties.
The decrease in indirect expenses comprises decreases in: (i) incentive management fees of $1.9 million comprising an aggregate decrease of $1.8 million at our 15 comparable hotel properties and a decrease of $89,000 at the one disposed hotel property; (ii) lease expense of $2.3 million comprising of a decrease of $2.3 million at the one disposed hotel property partially offset by an aggregate increase of $8,000 at our 15 comparable hotel properties; (iii) energy costs of $907,000 comprising a decrease of $911,000 at the one disposed hotel property partially offset by an aggregate decrease of $4,000 at our 15 comparable hotel properties.
Thomas in St. Thomas, USVI. The mortgage loan has an initial maturity date of August 2025 with one one-year extension option, subject to the satisfaction of certain conditions, continues to have a balance of $42.5 million, and bears interest at a floating interest rate of SOFR + 4.35%.
The new $363.0 million mortgage loan bears interest at a floating interest rate of SOFR + 2.52% and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions.
Thomas in St. Thomas, USVI. The mortgage loan has an initial maturity date of August 2025 with one one-year extension option, subject to the satisfaction of certain conditions, continues to have a balance of $42.5 million, and bears interest at a floating interest rate of SOFR + 4.35%.
The new $363.0 million mortgage loan bears interest at a floating interest rate of SOFR + 2.52% and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses. 103 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2021.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses.

… 127 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed1 unchanged
Biggest changeThe information presented above includes those exposures that existed at December 31, 2023, but it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value.
Biggest changeThe above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. The information presented above includes those exposures that existed at December 31, 2024, but it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value.
We may enter into certain hedging arrangements in order to manage interest rate and currency fluctuations. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. At December 31, 2023, our total indebtedness of approximately $1.2 billion included approximately $1.1 billion of variable-rate debt.
We may enter into certain hedging arrangements in order to manage interest rate and currency fluctuations. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates. At December 31, 2024, our total indebtedness of approximately $1.2 billion included approximately $1.1 billion of variable-rate debt.
As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates. 107
As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates. 104
The impact on the results of operations of a 25-basis point change in the interest rate on the outstanding balance of variable-rate debt at December 31, 2023, would be approximately $2.7 million per year. However, we currently have various interest rate caps in place that limit this exposure.
The impact on the results of operations of a 25-basis point change in the interest rate on the outstanding balance of variable-rate debt at December 31, 2024, would be approximately $2.8 million per year. Interest rate changes have no impact on the remaining $86.3 million of fixed-rate debt.
Removed
Interest rate changes have no impact on the remaining $86.3 million of fixed-rate debt. The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure.

Other BHR 10-K year-over-year comparisons