Braemar Hotels & Resorts Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (unaudited) BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share amounts) March 31, 2022 December 31, 2021 ASSETS Investments in hotel properties, gross $ 2,044,378 $ 1,845,078 Accumulated depreciation ( 409,567 ) ( 399,481 ) Investments in hotel properties, net 1,634,811 1,445,597 Cash and cash equivalents 185,157 215,998 Restricted cash 41,181 47,376 Accounts receivable, net of allowance of $ 157 and $ 134 , respectively 29,248 23,701 Inventories 4,321 3,128 Prepaid expenses 7,508 4,352 Investment in unconsolidated entity 1,617 1,689 Derivative assets 1,058 139 Operating lease right-of-use assets 80,196 80,462 Other assets 17,839 23,588 Intangible assets, net 4,167 4,261 Due from related parties, net 930 1,770 Due from third-party hotel managers 40,108 27,461 Total assets $ 2,048,141 $ 1,879,522 LIABILITIES AND EQUITY Liabilities: Indebtedness, net $ 1,238,148 $ 1,172,678 Accounts payable and accrued expenses 118,511 96,316 Dividends and distributions payable 3,229 2,173 Due to Ashford Inc. 3,788 1,474 Due to third-party hotel managers 578 610 Operating lease liabilities 60,864 60,937 Other liabilities 20,589 20,034 Derivative liabilities 1,870 1,435 Total liabilities 1,447,577 1,355,657 Commitments and contingencies (note 15) 5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2022 and December 31, 2021 65,426 65,426 Series E redeemable preferred stock, $ 0.01 par value, 3,191,495 and 1,710,399 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 73,404 39,339 Series M redeemable preferred stock, $ 0.01 par value, 62,444 and 29,044 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 1,538 715 Redeemable noncontrolling interests in operating partnership 42,291 36,087 Equity: Preferred stock, $ 0.01 value, 80,000,000 shares authorized: 8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 16 16 Common stock, $ 0.01 par value, 250,000,000 shares authorized, 71,269,799 and 65,365,470 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively 712 653 Additional paid-in capital 736,911 707,418 Accumulated deficit ( 303,323 ) ( 309,240 ) Total stockholders’ equity of the Company 434,316 398,847 Noncontrolling interest in consolidated entities ( 16,411 ) ( 16,549 ) Total equity 417,905 382,298 Total liabilities and equity $ 2,048,141 $ 1,879,522 See Notes to Condensed Consolidated Financial Statements. 2 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share amounts) Three Months Ended March 31, 2022 2021 REVENUE Rooms $ 105,192 $ 54,323 Food and beverage 36,707 16,629 Other 19,981 12,896 Total hotel revenue 161,880 83,848 EXPENSES Hotel operating expenses: Rooms 20,184 11,015 Food and beverage 28,028 13,952 Other expenses 46,207 28,543 Management fees 4,148 2,532 Total hotel operating expenses 98,567 56,042 Property taxes, insurance and other 8,603 7,264 Depreciation and amortization 18,441 18,353 Advisory services fee 7,322 4,795 Corporate general and administrative 2,495 1,600 Total expenses 135,428 88,054 Gain (loss) on insurance settlement and disposition of assets — 499 OPERATING INCOME (LOSS) 26,452 ( 3,707 ) Equity in earnings (loss) of unconsolidated entity ( 72 ) ( 64 ) Interest income 25 9 Interest expense and amortization of discounts and loan costs ( 8,522 ) ( 6,756 ) Write-off of loan costs and exit fees ( 76 ) ( 351 ) Unrealized gain (loss) on derivatives 408 ( 20 ) INCOME (LOSS) BEFORE INCOME TAXES 18,215 ( 10,889 ) Income tax (expense) benefit ( 2,611 ) ( 145 ) NET INCOME (LOSS) 15,604 ( 11,034 ) (Income) loss attributable to noncontrolling interest in consolidated entities 26 1,247 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership ( 967 ) 1,079 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY 14,663 ( 8,708 ) Preferred dividends ( 3,303 ) ( 2,388 ) Gain (loss) on extinguishment of preferred stock — ( 73 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 11,360 $ ( 11,169 ) INCOME (LOSS) PER SHARE - BASIC: Net income (loss) attributable to common stockholders $ 0.17 $ ( 0.28 ) Weighted average common shares outstanding – basic 65,878 39,605 INCOME (LOSS) PER SHARE - DILUTED: Net income (loss) attributable to common stockholders $ 0.15 $ ( 0.28 ) Weighted average common shares outstanding – diluted 89,895 39,605 See Notes to Condensed Consolidated Financial Statements. 3 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited, in thousands) Three Months Ended March 31, 2022 2021 NET INCOME (LOSS) $ 15,604 $ ( 11,034 ) OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Total other comprehensive income (loss) — — TOTAL COMPREHENSIVE INCOME (LOSS) 15,604 ( 11,034 ) Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities 26 1,247 Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership ( 967 ) 1,079 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 14,663 $ ( 8,708 ) See Notes to Condensed Consolidated Financial Statements. 4 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited, in thousands except per share amounts) 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2021 1,600 $ 16 65,365 $ 653 $ 707,418 $ ( 309,240 ) $ ( 16,549 ) $ 382,298 3,078 $ 65,426 1,710 $ 39,339 29 $ 715 $ 36,087 Impact of adoption of new accounting standard — — — — ( 6,257 ) 656 — ( 5,601 ) — — — — — — — Purchase of common stock — — ( 93 ) ( 1 ) ( 551 ) — — ( 552 ) — — — — — — — Equity-based compensation — — — — 1,320 — — 1,320 — — — — — — 934 Issuance of common stock — — 6,000 60 34,981 — — 35,041 — — — — — — — Issuance of preferred stock — — — — — — — — — — 1,481 33,093 33 802 — Forfeiture of restricted common shares — — ( 2 ) — — — — — — — — — — — — Dividends declared – common stock ($ 0.01 /share) — — — — — ( 720 ) — ( 720 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 0.34 /share) — — — — — ( 1,058 ) — ( 1,058 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 0.52 /share) — — — — — ( 825 ) — ( 825 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 0.50 /share) — — — — — ( 1,399 ) — ( 1,399 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 0.51 /share) — — — — — ( 21 ) — ( 21 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 164 164 — — — — — — — Distributions to noncontrolling interests — — — — — — — — — — — — — — ( 83 ) Net income (loss) — — — — — 14,663 ( 26 ) 14,637 — — — — — — 967 Redemption value adjustment - preferred stock — — — — — ( 993 ) — ( 993 ) — — — 972 — 21 — Redemption value adjustment — — — — — ( 4,386 ) — ( 4,386 ) — — — — — — 4,386 Balance at March 31, 2022 1,600 $ 16 71,270 $ 712 $ 736,911 $ ( 303,323 ) $ ( 16,411 ) $ 417,905 3,078 $ 65,426 3,191 $ 73,404 62 $ 1,538 $ 42,291 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 1,600 $ 16 38,275 $ 382 $ 541,870 $ ( 266,010 ) $ ( 15,088 ) $ 261,170 5,031 $ 106,949 $ 27,655 Purchase of common stock — — ( 50 ) — ( 348 ) — — ( 348 ) — — — Equity-based compensation — — — — 1,096 — — 1,096 — — 320 Issuance of common stock — — 3,205 32 18,277 — — 18,309 — — — Issuance of restricted shares/units — — 504 5 ( 5 ) — — — — — — Forfeiture of restricted common shares — — ( 3 ) — — — — — — — — Dividends declared – preferred stock - Series B ($ 0.34 /share) — — — — — ( 1,563 ) — ( 1,563 ) — — — Dividends declared – preferred stock-Series D ($ 0.52 /share) — — — — — ( 825 ) — ( 825 ) — — — Net income (loss) — — — — — ( 8,708 ) ( 1,247 ) ( 9,955 ) — — ( 1,079 ) Extinguishment of preferred stock — — 1,535 15 10,398 ( 73 ) — 10,340 ( 486 ) ( 10,340 ) — Redemption value adjustment — — — — — ( 1,266 ) — ( 1,266 ) — — 1,266 Balance at March 31, 2021 1,600 $ 16 43,466 $ 434 $ 571,288 $ ( 278,445 ) $ ( 16,335 ) $ 276,958 4,545 $ 96,609 $ 28,162 See Notes to Condensed Consolidated Financial Statements. 5 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Three Months Ended March 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 15,604 $ ( 11,034 ) Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: Depreciation and amortization 18,441 18,353 Equity-based compensation 2,254 1,416 Bad debt expense 269 70 Amortization of loan costs, discounts and capitalized default interest 109 ( 583 ) Write-off of loan costs and exit fees 76 351 Amortization of intangibles 119 138 Amortization of non-refundable membership initiation fees ( 333 ) ( 194 ) Interest expense accretion on refundable membership club deposits 190 202 (Gain) loss on insurance settlement and disposition of assets — ( 499 ) Realized and unrealized (gain) loss on derivatives ( 408 ) 20 Equity in (earnings) loss of unconsolidated entity 72 64 Deferred income tax expense (benefit) — ( 174 ) Changes in operating assets and liabilities, exclusive of the effect of hotel acquisition: Accounts receivable and inventories ( 1,068 ) ( 3,699 ) Prepaid expenses and other assets ( 4,662 ) ( 3,514 ) Accounts payable and accrued expenses 7,046 16,129 Operating lease right-of-use assets 147 137 Due to/from related parties, net 840 ( 61 ) Due to/from third-party hotel managers ( 12,230 ) ( 5,480 ) Due to/from Ashford Inc. 1,703 ( 363 ) Operating lease liabilities ( 73 ) ( 60 ) Other liabilities 698 748 Net cash provided by (used in) operating activities 28,794 11,967 CASH FLOWS FROM INVESTING ACTIVITIES Net proceeds from disposition of assets — 200 Acquisition of hotel property, net of cash and restricted cash acquired ( 86,958 ) — Improvements and additions to hotel properties ( 10,791 ) ( 4,692 ) Net cash provided by (used in) investing activities ( 97,749 ) ( 4,492 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on indebtedness 70,500 — Repayments of indebtedness ( 67,750 ) ( 10,832 ) Payments of loan costs and exit fees ( 1,667 ) ( 365 ) Payments for derivatives ( 76 ) ( 20 ) Purchase of common stock — ( 28 ) Payments for dividends and distributions ( 2,951 ) ( 2,555 ) Proceeds from issuance of preferred stock 33,735 — Proceeds from issuance of common stock — 18,181 Common stock offering costs ( 36 ) — Contributions from noncontrolling interest in consolidated entities 164 — Net cash provided by (used in) financing activities 31,919 4,381 Net change in cash, cash equivalents and restricted cash ( 37,036 ) 11,856 Cash, cash equivalents and restricted cash at beginning of period 263,374 113,150 Cash, cash equivalents and restricted cash at end of period $ 226,338 $ 125,006 SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 6,434 $ 6,892 Income taxes paid (refunded) ( 2,989 ) ( 41 ) SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Dividends and distributions declared but not paid $ 3,229 $ 2,569 6 Table of Contents Three Months Ended March 31, 2022 2021 Common stock purchases accrued but not paid 552 348 Assumption of debt in hotel acquisition 58,601 — Capital expenditures accrued but not paid 4,054 4,628 Issuance of common stock for hotel acquisition 35,040 — Accrued common stock offering expense 39 101 Unsettled common stock offering proceeds — 297 Accrued preferred stock offering expenses 40 — Non-cash preferred stock dividends 99 — SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of period $ 215,998 $ 78,606 Restricted cash at beginning of period 47,376 34,544 Cash, cash equivalents and restricted cash at beginning of period $ 263,374 $ 113,150 Cash and cash equivalents at end of period $ 185,157 $ 85,684 Restricted cash at end of period 41,181 39,322 Cash, cash equivalents and restricted cash at end of period $ 226,338 $ 125,006 See Notes to Condensed Consolidated Financial Statements. 7 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Organization and Description of Business Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by Smith Travel Research. Braemar has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Braemar conducts its business and owns substantially all of its assets through its operating partnership, Braemar Hospitality Limited Partnership (“Braemar OP”). In this report, the terms “Company,” “we,” “us” or “our” refers to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its condensed consolidated financial statements. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the 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 employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hotels”), a subsidiary of Ashford Inc., manages four of our 15 hotel properties. Third-party management companies manage the remaining hotel properties. Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. 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 services, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and mobile key technology. The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of March 31, 2022, own 15 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). The portfolio includes 13 wholly-owned hotel properties and two hotel properties that are owned through a partnership in which Braemar OP has a controlling interest. These hotel properties represent 3,971 total rooms, or 3,736 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of March 31, 2022, 14 of our 15 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively the TRS entities are referred to as “Braemar TRS”). One hotel property, located in the USVI, is owned by our USVI TRS. Braemar TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the condensed consolidated statements of operations. As of March 31, 2022, 12 of the 15 hotel properties were leased by Braemar’s wholly-owned TRS, and the two hotel properties majority-owned through a consolidated partnership were leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Braemar TRS is eliminated in consolidation. The hotel properties are operated under management contracts with Marriott Hotel Services, Inc. (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C. and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”) and Remington Hotels, which are eligible independent contractors under the Code. 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have 8 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2021 Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission (“SEC”) on March 10, 2022. Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical condensed consolidated financial statements: • historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022; • on August 5, 2021, we acquired the Mr. C Beverly Hills Hotel and five adjacent luxury residences. The operating results of the hotel property have been included in the results of operations from its acquisition date; and • on March 11, 2022, we acquired The Ritz-Carlton Reserve Dorado Beach hotel located in Dorado, Puerto Rico. The operating results of the hotel property have been included in the results of operations from its acquisition date. Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Adopted Accounting Standards —In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU: (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. We adopted ASU 2020-06 through the modified retrospective method on January 1, 2022. Upon adoption, our Convertible Senior Notes are recorded as a single debt instrument at amortized cost, instead of being recorded as both a liability and equity. The Company ceased recording non-cash interest expense associated with amortization of the debt discount associated with the conversion features. The adoption of ASU 2020-06 resulted in an adjustment to additional paid-in capital, accumulated deficit, and the carrying value of our Convertible Senior Notes. The impact of adopting ASU 2020-06 includes an increase to “indebtedness, net” and a decrease to stockholders’ equity of approximately $ 5.6 million. The adoption of this standard did not have a material impact on our consolidated financial statements, beyond the impact to our Convertible Senior Notes described above. 9 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The impact of adoption on our condensed consolidated statement of operations for the three months ended March 31, 2022 resulted in a decrease to net interest expense by $ 273,000 relating to the non-cash interest expense associated with amortization of the debt discount. The adoption had no effect on our basic and diluted net income per share of common stock attributable to common stockholders for the three months ended March 31, 2022. Recently Issued Accounting Standards —In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”) to provide guidance and relief for transitioning to alternative reference rates. ASU 2021-01 is effective immediately for all entities. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. 3. Revenue The following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended March 31, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 30,971 $ 10,869 $ 4,943 $ 46,783 Puerto Rico 1 5,476 1,132 888 7,496 Colorado 1 12,177 6,133 3,131 21,441 Florida 2 25,083 9,522 7,043 41,648 Illinois 1 2,759 797 329 3,885 Pennsylvania 1 3,075 506 211 3,792 Washington 1 2,588 411 309 3,308 Washington, D.C. 1 3,881 2,330 420 6,631 USVI 1 19,182 5,007 2,707 26,896 Total 15 $ 105,192 $ 36,707 $ 19,981 $ 161,880 Three Months Ended March 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 5 $ 12,745 $ 4,232 $ 2,261 $ 19,238 Colorado 1 6,380 2,978 2,393 11,751 Florida 2 16,351 5,640 5,177 27,168 Illinois 1 1,420 236 132 1,788 Pennsylvania 1 1,241 5 119 1,365 Washington 1 898 10 117 1,025 Washington, D.C. 1 2,031 132 246 2,409 USVI 1 13,257 3,396 2,451 19,104 Total 13 $ 54,323 $ 16,629 $ 12,896 $ 83,848 10 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 4. Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land $ 560,241 $ 480,530 Buildings and improvements 1,321,913 1,215,810 Furniture, fixtures and equipment 137,303 123,954 Construction in progress 12,175 12,038 Residences 12,746 12,746 Total cost 2,044,378 1,845,078 Accumulated depreciation ( 409,567 ) ( 399,481 ) Investments in hotel properties, net $ 1,634,811 $ 1,445,597 Impairment Charges and Insurance Recoveries For the three months ended March 31, 2021, we recognized a gain of $ 481,000 associated with proceeds received from an insurance claim. There was no such gain recognized for the three months ended March 31, 2022. During the three months ended March 31, 2022 and 2021, no impairment charges were recorded. The Ritz-Carlton Reserve Dorado Beach On March 11, 2022, the Company acquired a 100 % interest in the 96 -room Dorado Beach, a Ritz-Carlton Reserve in Dorado, Puerto Rico. The total consideration consisted of $ 104.0 million of cash and 6.0 million shares of the Company’s common stock with a fair value of approximately $ 35.0 million. Additionally, the Company assumed a $ 54.0 million mortgage loan with a fair value of approximately $ 58.6 million. See note 6 for further discussion regarding the mortgage loan. On March 14, 2022, the Company filed a resale registration statement on Form S-3, which was declared effective by the SEC on April 1, 2022, to register for resale the 6.0 million shares of common stock. We accounted for this acquisition as an asset acquisition because substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets. The cost of the acquisition including transaction costs of approximately $ 1.9 million, was allocated to the individual assets acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisition (in thousands): Land $ 79,711 Buildings and improvements 102,105 Furniture, fixtures and equipment 15,405 Investments in hotel properties 197,221 Restricted cash 1,091 Inventories 1,184 Mortgage loan ( 58,601 ) $ 140,895 Net other assets (liabilities) $ ( 9,806 ) The results of operations of the hotel property have been included in our results of operations from the acquisition date. The table below summarizes the total revenue and net income (loss) in our condensed consolidated statements of operations for the three months ended March 31, 2022: Three Months Ended March 31, 2022 Total revenue $ 7,495 Net income (loss) 3,492 11 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 5. Investment in Unconsolidated Entity OpenKey is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms. In 2018, the Company made an initial investment in OpenKey, which is controlled and consolidated by Ashford Inc., for an initial 8.2 % ownership interest. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. As of March 31, 2022, the Company has made investments in OpenKey totaling $ 2.6 million. Our investment is recorded as “investment in unconsolidated entity” in our condensed consolidated balance sheets and is accounted for under the equity method of accounting as we have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the three months ended March 31, 2022 and 2021. The following table summarizes our carrying value and ownership interest in OpenKey: March 31, 2022 December 31, 2021 Carrying value of the investment in OpenKey (in thousands) $ 1,617 $ 1,689 Ownership interest in OpenKey 7.8 % 7.8 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended March 31, Line Item 2022 2021 Equity in earnings (loss) of unconsolidated entity $ ( 72 ) $ ( 64 ) 12 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 6. Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (9) Interest Rate March 31, 2022 December 31, 2021 Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa April 2022 April 2022 LIBOR (1) + 3.00 % $ — $ 67,500 Mortgage loan (4) The Notary Hotel June 2022 June 2025 LIBOR (1) + 2.16 % 435,000 435,000 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (5) The Ritz-Carlton St. Thomas August 2022 August 2024 LIBOR (1) + 3.95 % 42,500 42,500 Mortgage loan (6) The Ritz-Carlton Sarasota April 2023 April 2023 LIBOR (1) + 2.65 % 99,250 99,500 Mortgage loan (6) Hotel Yountville May 2023 May 2023 LIBOR (1) + 2.55 % 51,000 51,000 Mortgage loan (6) Bardessono Hotel and Spa August 2023 August 2023 LIBOR (1) + 2.55 % 40,000 40,000 Mortgage loan (6) The Ritz-Carlton Lake Tahoe January 2024 January 2024 LIBOR (1) + 2.10 % 54,000 54,000 Mortgage loan Capital Hilton February 2024 February 2024 LIBOR (1) + 1.70 % 195,000 195,000 Hilton La Jolla Torrey Pines Mortgage loan (3) Park Hyatt Beaver Creek Resort & Spa February 2024 February 2027 SOFR (2) + 2.86 % 70,500 — Mortgage loan (7) The Ritz-Carlton Reserve Dorado Beach March 2024 March 2026 LIBOR (1) + 6.00 % 54,000 — Mortgage loan (8) Mr. C Beverly Hills Hotel August 2024 August 2024 LIBOR (1) + 3.60 % 30,000 30,000 Mortgage loan (6) Pier House Resort & Spa September 2024 September 2024 LIBOR (1) + 1.85 % 80,000 80,000 Convertible Senior Notes Equity June 2026 June 2026 4.50 % 86,250 86,250 1,237,500 1,180,750 Capitalized default interest and late charges, net 3,382 3,904 Deferred loan costs, net ( 4,502 ) ( 3,538 ) Premiums/(Discounts), net 1,768 ( 8,438 ) Indebtedness, net $ 1,238,148 $ 1,172,678 __________________ (1) LIBOR rates were 0.452 % and 0.101 % at March 31, 2022 and December 31, 2021, respectively. (2) SOFR rate was 0.302 % at March 31, 2022. (3) On February 2, 2022, we refinanced this mortgage loan totaling $ 67.5 million with a new $ 70.5 million mortgage loan with a two-year initial term and three one-year extension options, subject to the satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of SOFR + 2.86 %. (4) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in June 2021. (5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in August 2021. This mortgage loan has a LIBOR floor of 1.00 %. (6) This mortgage loan has a LIBOR floor of 0.25 %. (7) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a LIBOR floor of 0.75 %. (8) This mortgage loan has a LIBOR floor of 1.50 %. (9) The final maturity date assumes all available extensions options will be exercised. During the second and third quarters of 2020, we reached forbearance and other agreements with our lenders relating to loans secured by the Pier House Resort & Spa, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Hotel Yountville, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Capital Hilton and Hilton La Jolla Torrey Pines. As of March 31, 2022, no loans are in default. The Company determined that all of the forbearance and other agreements evaluated were considered troubled debt restructurings due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructurings, all accrued default interest and late charges were capitalized into the applicable loan balances and are being amortized over the remaining term of the loans using the effective interest method. The amount of principal amortization for the three months ended March 31, 2022 and 2021 was $ 523,000 and $ 1.3 million, respectively. 13 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) On February 2, 2022, the Company refinanced its mortgage loan secured by the Park Hyatt Beaver Creek Resort & Spa, which had a final maturity date in April 2022. The new, non-recourse mortgage loan totals $ 70.5 million and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of SOFR + 2.86 %. In connection with the refinancing, the Company paid Lismore a fee of approximately $ 637,000 . On March 11, 2022, in connection with the acquisition of The Ritz-Carlton Reserve Dorado Beach, the Company assumed a $ 54 million mortgage loan. See note 4. Convertible Senior Notes In May 2021, the Company issued $ 86.25 million aggregate principal amount of 4.50 % Convertible Senior Notes due June 2026 (the “Convertible Senior Notes”). The net proceeds from this offering of the Convertible Senior Notes were approximately $ 82.8 million after deducting the underwriting fees and other expenses paid by the Company. The Convertible Senior Notes are governed by an indenture (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee. The Convertible Senior Notes bear interest at a rate of 4.50 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The Convertible Senior Notes will mature on June 1, 2026. The Company recorded coupon interest expense of $ 970,000 for the three months ended March 31, 2022. Upon issuance of the Convertible Senior Notes, the Company separated the Convertible Senior Notes into liability and equity components. The initial carrying amount of the liability component was calculated using a discount rate of 7.1 %. The discount rate was based on the terms of debt instruments that were similar to the Convertible Senior Notes. The $ 6.3 million carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the net proceeds of the Convertible Senior Notes. The amount recorded in equity was not subject to remeasurement or amortization. The initial discount of $ 9.3 million was accreted to interest expense using the effective interest rate method over the contractual term of the Convertible Senior Notes. The Company recorded discount amortization of $ 132,000 related to the initial purchase discount for the three months ended March 31, 2022, with the remaining discount balance to be amortized through June 2026. As a result of the Company's adoption of ASU 2020-06 on January 1, 2022, the Convertible Senior Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the portion of the debt discount originally reflected in equity, while the initial purchase discount remains and will continue to be amortized through June 2026. The Convertible Senior Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, based on an initial conversion rate of 157.7909 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $ 6.34 per share of common stock), subject to adjustment of the conversion rate under certain circumstances. In addition, following the occurrence of certain corporate events, if the Company provides notice of redemption or if it exercises its option to convert the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with such corporate event, such notice of redemption, or such issuer conversion option, as the case may be. The Company may redeem the Convertible Senior Notes at the Company’s option, in whole or in part, on any business day on or after the date of issuance if the last reported sale price per share of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Senior Notes to be redeemed subject to certain adjustments, plus accrued and unpaid interest to, but excluding, the redemption date. If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of March 31, 2022, we were in compliance with all covenants. 14 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 7. Derivative Instruments Interest Rate Derivatives —We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows, which include interest rate caps. All derivatives are recorded at fair value. The following table summarizes the interest rate derivatives we entered into over the applicable periods: Three Months Ended March 31, Interest rate caps: (1) 2022 2021 Notional amount (in thousands) $ 70,500 $ 192,500 Strike rate low end of range 3.50 % 0.75 % Strike rate high end of range 3.50 % 3.00 % Effective date range February 2022 January 2021 - March 2021 Termination date range February 2024 September 2021 - April 2022 Total cost of interest rate caps (in thousands) $ 76 $ 20 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) March 31, 2022 December 31, 2021 Notional amount (in thousands) $ 928,000 $ 882,500 Strike rate low end of range 2.00 % 0.75 % Strike rate high end of range 4.00 % 4.00 % Termination date range April 2022 - August 2024 February 2022 - August 2024 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 859,750 $ 857,000 _______________ (1) No instruments were designated as cash flow hedges. Warrants —On August 5, 2021, as part of the consideration paid to acquire the Mr. C Beverly Hills Hotel and five adjacent luxury residences, the Company issued 500,000 warrants for the purchase of Braemar common stock with a $ 6.00 strike price on or after August 5, 2021 until August 5, 2024. The holder can choose to exercise the warrant by cash or by net issue exercise, in which event the Company shall issue to the holder a number of warrant shares which reflects the fair market value of the Company’s common stock. As of March 31, 2022, no warrants have been exercised. The initial fair value of the warrant was calculated using a Black-Scholes option pricing model with the following assumptions: three -year contractual term; 97.93 % volatility; 0 % dividend rate; and a risk-free interest rate of 0.38 %. The estimated fair value of the warrants was approximately $ 1.5 million on the date of issuance. The warrants are re-valued at each reporting period with the change in fair value recorded through earnings. In applying the guidance in ASC 815, it was determined that the warrants should be classified as a liability as a result of certain settlement provisions. The warrants are included in derivative liabilities on the condensed consolidated balance sheet and changes in value are reported as a component of unrealized gain (loss) on derivatives on the condensed consolidated statements of operations. This is a Level 2 valuation technique. 15 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 8. Fair Value Measurements Fair Value Hierarchy —Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Fair value of interest rate caps is determined using the net present value of expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. The fair value of warrants is determined by using the Black-Scholes option pricing model. When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties, which we consider significant ( 10 % or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2022, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 0.452 % to 2.790 % for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total March 31, 2022 Assets Derivative assets: Interest rate derivatives - caps $ — $ 1,058 $ — $ 1,058 Total $ — $ 1,058 $ — $ 1,058 (1) Liabilities Derivative liabilities: Warrants — ( 1,870 ) $ — $ ( 1,870 ) (2) Net $ — $ ( 812 ) $ — $ ( 812 ) 16 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2021 Assets Derivative assets: Interest rate derivatives - caps $ — $ 139 $ — $ 139 $ — $ 139 $ — $ 139 (1) Liabilities Derivative liabilities: Warrants — ( 1,435 ) — ( 1,435 ) (2) Net $ — $ ( 1,296 ) $ — $ ( 1,296 ) __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheet. (2) Reported as “derivative liabilities” in our condensed consolidated balance sheet. Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended March 31, 2022 2021 Assets Derivative assets: Interest rate derivatives - caps $ 843 $ ( 20 ) Total derivative assets $ 843 $ ( 20 ) Total $ 843 $ ( 20 ) Liabilities Derivative liabilities: Warrants $ ( 435 ) $ — Net $ 408 $ ( 20 ) Total combined Interest rate derivatives - caps $ 843 $ ( 20 ) Warrants ( 435 ) — Unrealized gain (loss) on derivatives $ 408 $ ( 20 ) Net $ 408 $ ( 20 ) 9. Summary of Fair Value of Financial Instruments Determining the estimated fair values of certain financial instruments such as indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. 17 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 1,058 $ 1,058 $ 139 $ 139 Financial liabilities measured at fair value: Derivative liabilities $ 1,870 $ 1,870 $ 1,435 $ 1,435 Financial assets not measured at fair value: Cash and cash equivalents $ 185,157 $ 185,157 $ 215,998 $ 215,998 Restricted cash 41,181 41,181 47,376 47,376 Accounts receivable, net 29,248 29,248 23,701 23,701 Due from related parties, net 930 930 1,770 1,770 Due from third-party hotel managers 40,108 40,108 27,461 27,461 Financial liabilities not measured at fair value: Indebtedness $ 1,239,268 $ 1,065,094 to $ 1,177,210 $ 1,172,312 $ 1,022,408 to $ 1,130,029 Accounts payable and accrued expenses 118,511 118,511 96,316 96,316 Dividends and distributions payable 3,229 3,229 2,173 2,173 Due to Ashford Inc. 3,788 3,788 1,474 1,474 Due to third-party hotel managers 578 578 610 610 Cash, cash equivalents and restricted cash . These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique. Accounts receivable, net, due from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc. and due to/from third-party hotel managers . The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Derivative assets and derivative liabilities . See notes 7 and 8 for a complete description of the methodology and assumptions utilized in determining fair values. Indebtedness, net. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. The current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied, and adjusted for the credit spreads. Credit spreads take into consideration general market conditions, maturity and collateral. We estimated the fair value of the total indebtedness to be approximately 85.9 % to 95.0 % of the carrying value of $ 1.2 billion at March 31, 2022, and approximately 87.2 % to 96.4 % of the carrying value of $ 1.2 billion at December 31, 2021. These fair value estimates are considered a Level 2 valuation technique. 18 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 10. Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ 14,663 $ ( 8,708 ) Less: Dividends on preferred stock ( 3,303 ) ( 2,388 ) Less: Dividends on common stock ( 707 ) — Less: Loss on extinguishment of preferred stock - Series B — ( 73 ) Less: Dividends on unvested performance stock units ( 7 ) — Less: Dividends on unvested restricted shares ( 6 ) — Less: Net (income) loss allocated to performance stock units ( 112 ) — Less: Net (income) loss allocated to unvested restricted shares ( 89 ) — Undistributed net income (loss) allocated to common stockholders $ 10,439 $ ( 11,169 ) Add back: Dividends on common stock 707 — Distributed and undistributed net income (loss) - basic $ 11,146 $ ( 11,169 ) Interest expense on Convertible Senior Notes 1,103 — Dividends on preferred stock - Series E 1,399 — Dividends on preferred stock - Series M $ 21 $ — Distributed and undistributed net income (loss) - diluted $ 13,669 $ ( 11,169 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 65,878 39,605 Effect of assumed exercise of warrants 3 — Effect of assumed conversion of Convertible Senior Notes 13,609 — Effect of assumed conversion of preferred stock - Series E 10,258 — Effect of assumed conversion of preferred stock - Series M 147 — Weighted average common shares outstanding – diluted 89,895 39,605 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ 0.17 $ ( 0.28 ) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ 0.15 $ ( 0.28 ) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended March 31, 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 95 $ — Income (loss) allocated to unvested performance stock units 120 — Income (loss) attributable to redeemable noncontrolling interests in operating partnership 967 ( 1,079 ) Dividends on preferred stock - Series B 1,058 1,563 Loss on extinguishment of preferred stock - Series B — 73 Total $ 2,240 $ 557 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 17 83 Effect of unvested performance stock units 1 — Effect of assumed conversion of operating partnership units 5,856 4,006 Effect of assumed conversion of preferred stock - Series B 4,116 6,078 Effect of assumed conversion of exchanged preferred stock - Series B — 551 Total 9,990 10,718 19 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 11. Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP” units) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Braemar OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. As of March 31, 2022, there were approximately 2.2 million Performance LTIP units, representing 200 % of the target, outstanding. With respect to the 2020 award agreements, the number of Performance LTIP units actually earned may range from 0 % to 200 % of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition. With respect to the 2021 and 2022 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria for the 2021 and 2022 performance grants are based on performance conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award. The grant date fair value of the award may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. In March 2022, the Company granted approximately 1.2 million Performance LTIP units, representing 200 % of the target, with a grant date fair value of $ 5.89 per share and a vesting period of three years . As of March 31, 2022 , the Company does not have sufficient shares of common stock available under its incentive stock plan to settle any future redemptions of the Performance LTIP units, upon reaching the conditions required for redemption. As a result, the 2022 awards are classified as liability awards on the condensed consolidated balance sheet and are included in “due to Ashford Inc., net.” The 2022 awards are subject to remeasurement each reporting period. As of March 31, 2022, we have issued a total of approximately 3.5 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units, other than approximately 569,000 LTIP units and 840,000 Performance LTIP units issued from March 2015 to May 2021, had reached full economic parity with, and are convertible into, common units. 20 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: March 31, 2022 December 31, 2021 Redeemable noncontrolling interests in Braemar OP $ 42,291 $ 36,087 Adjustments to redeemable noncontrolling interests (1) $ 4,661 $ 275 Ownership percentage of operating partnership 7.84 % 8.83 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended March 31, 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ ( 967 ) $ 1,079 Distributions declared to holders of common units, LTIP units and Performance LTIP units 83 — 12. Equity and Stock-Based Compensation Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended March 31, 2022 2021 Common stock dividends declared $ 720 $ — Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance. Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. In March 2022, 41,000 PSUs with a fair value of $ 403,000 and a vesting period of three years were granted. The 2022 awards may be settled in cash or shares of the Company’s common stock solely at the option of the Company. As of March 31, 2022 , the Company does not have sufficient shares available under its incentive stock plan to settle the 2022 awards in shares of the Company’s common stock. As a result, the 2022 awards are classified as liability awards on the condensed consolidated balance sheet and are included in “due to Ashford Inc., net.” The 2022 awards are subject to remeasurement each reporting period. With respect to the 2020 award agreements, the number of PSUs actually earned may range from 0 % to 200 % of target based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s compensation committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition. With respect to the 2021 and 2022 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria for the 2021 and 2022 performance grants are based on performance conditions under the relevant literature, and the 2021 and 2022 performance grants were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. 21 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 8.25 % Series D Cumulative Preferred Stock —The dividend for all issued and outstanding shares of the Company’s Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) is set at $ 2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2022 2021 Series D Cumulative Preferred Stock $ 825 $ 825 Stock Repurchases —On December 5, 2017, our board of directors reapproved the 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 $ 50 million. The board of directors’ authorization replaced any previous repurchase authorizations. No shares were repurchased during the three months ended March 31, 2022 and 2021. As of March 31, 2022, $ 50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval. Standby Equity Distribution Agreement —On February 4, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd. (“YA”), pursuant to which the Company will be able to sell up to 7,780,786 shares of its common stock (the “Commitment Amount”) at the Company’s request any time during the commitment period commencing on February 4, 2021, and terminating on the earliest of (i) the first day of the month next following the 36 -month anniversary of the SEDA or (ii) the date on which YA shall have made payment of Advances (as defined in the SEDA) pursuant to the SEDA for shares of the Company’s common stock equal to the Commitment Amount (the “Commitment Period”). Other than with respect to the Initial Advance (as defined below) the shares sold to YA pursuant to the SEDA would be purchased at 95 % of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99 % of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the five consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. At any time during the Commitment Period the Company may require YA to purchase shares of the Company’s common stock by delivering a written notice to YA setting forth the Advance Shares (as defined in the SEDA) that the Company desires to issue and sell to YA (the “Advance Notice”). The Company may deliver an Advance Notice for an initial Advance for up to 1,200,000 Advance Shares (the “Initial Advance”). The preliminary purchase price per share for such shares shall be 100 % of the average daily VWAP for the five consecutive trading days immediately prior to the date of the Advance Notice. Pursuant to the SEDA, we currently intend to use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We are not required to pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $ 10,000 structuring fee. As of March 31, 2022, the Company has sold approximately 1.7 million shares of common stock and received proceeds of approximately $ 10.0 million under the SEDA. The issuance activity under the SEDA is summarized below (in thousands): Three Months Ended March 31, 2022 2021 Common shares sold to YA — 1,200 Proceeds received $ — $ 7,007 Common Stock Resale Agreement —On April 21, 2021, the Company entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company may issue or sell to Lincoln Park up to 8,893,565 shares of the Company’s common stock from time to time during the term of the Lincoln Park Purchase Agreement. Upon entering into the Lincoln Park Purchase Agreement, the Company issued 15,000 shares of the Company’s common stock as consideration for Lincoln Park’s execution and delivery of the Lincoln Park Purchase Agreement. 22 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) As of March 31, 2022, the Company has issued approximately 766,000 shares of common stock for gross proceeds of approximately $ 4.2 million under the Lincoln Park Purchase Agreement. The issuance activity under the Lincoln Park agreement is summarized below (in thousands): Three Months Ended March 31, 2022 2021 Common shares sold to Lincoln Park — — Additional commitment shares — — Total common shares issued to Lincoln Park — — Proceeds received $ — $ — At-the-Market Equity Distribution Agreement —On July 12, 2021, the Company entered into a second equity distribution agreement (the “Virtu July 2021 EDA”) with Virtu Americas LLC (“Virtu”) to sell from time to time shares of our common stock having an aggregate offering price of up to $ 100 million. We will pay Virtu a commission of approximately 1.0 % of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of March 31, 2022, 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. The issuance activity under the Virtu July 2021 EDA is summarized below (in thousands): Three Months Ended March 31, 2022 Common shares issued — Gross proceeds received $ — Commissions — Net proceeds $ — 13. Preferred Stock 5.50 % Series B Cumulative Convertible Preferred Stock Each share of our 5.50 % Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is convertible at any time, at the option of the holder, into a number of whole shares of common stock at a conversion price of $ 18.70 (which represents a conversion rate of 1.3372 shares of our common stock, subject to certain adjustments). The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Convertible Preferred Stock have no voting rights, subject to certain exceptions. The Series B Convertible Preferred Stock dividend for all issued and outstanding shares is set at $ 1.375 per annum per share. The Company may, at its option, cause the Series B Convertible Preferred Stock to be converted in whole or in part, on a pro-rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110 % of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion. Additionally, the Series B Convertible Preferred Stock contains cash redemption features that consist of: 1) an optional redemption in which on or after June 11, 2020, the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $ 25.00 per share, plus any accumulated, accrued and unpaid dividends; 2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $ 25.00 per share; and 3) a “REIT Termination Event” and “Listing Event Redemption,” in which at any time (i) a REIT Termination Event (as defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each a “National Exchange”), the holder of Series B Convertible Preferred Stock shall have the right to require the Company to 23 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) redeem any or all shares of Series B Convertible Preferred Stock at 103 % of the liquidation preference ($ 25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash. A “REIT Termination Event,” shall mean the earliest of: (i) filing of income tax return where the Company does not compute its income as a REIT; (ii) stockholders’ approval on ceasing to be qualified as a REIT; (iii) board of directors’ approval on ceasing to be qualified as a REIT; (iv) board’s determination based on the advice of counsel to cease to be qualified as a REIT; or (v) determination within the meaning of Section 1313(a) of the Code to cease to be qualified as a REIT. Series B Convertible Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2022 2021 Series B Convertible Preferred Stock $ 1,058 $ 1,563 During 2021, Braemar entered into privately negotiated exchange agreements with certain holders of the Series B Convertible Preferred Stock, in reliance on Section 3(a)(9) of the Securities Act. The table below summarizes the activity (in thousands): Three Months Ended March 31, 2021 Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 486 1,535 Series E Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering price of $ 25.00 per share. The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $ 25.00 per share (the “Stated Value”). The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series E Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of the Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the board shall be increased by two and the holders of such shares of Series E Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. Each share is redeemable at any time, at the option of the holder, at a redemption price of $ 25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $ 25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Series E Preferred Stock is also subject to conversion upon certain 24 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series E Preferred Stock into a maximum of 5.69476 shares of our common stock. The redemption fee shall be an amount equal to: • 8.0 % of the stated value of $ 25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series E Preferred Stock to be redeemed; • 5.0 % of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed; and • 0 % of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series E Preferred Stock cash dividends are as follows: • 8.0 % per annum of the Stated Value beginning on the date of the first settlement of the Series E Preferred Stock (the “Date of Initial Closing”); • 7.75 % per annum of the Stated Value beginning on the first anniversary from the Date of Initial Closing; and • 7.5 % per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing. Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable thereafter dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows for participating holders to have their Series E Preferred Stock dividend distributions automatically reinvested in additional shares of the Series E Preferred Stock at a price of $ 25.00 per share. The issuance activity of the Series E Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2022 Series E Preferred Stock shares issued (1) 1,477 Net proceeds $ 33,236 __________________ (1) Exclusive of shares issued under the dividend reinvestment plan. The Series E Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series E Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands): March 31, 2022 December 31, 2021 Series E Preferred Stock $ 73,404 $ 39,339 Adjustments to Series E Preferred Stock (1) $ 972 $ 3,128 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. 25 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2022 Series E Preferred Stock $ 1,399 Series M Redeemable Preferred Stock On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). Pursuant to such equity distribution agreements, the Company is offering a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $ 0.01 ) in a primary offering price of $ 25.00 per share (or “Stated Value”). The Company is also offering a maximum of 8,000,000 shares of Series M Preferred Stock pursuant to the DRIP at $ 25.00 per share. The Series M Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Holders of the Series M Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class. If and whenever dividends on any shares of Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive the number of directors then constituting the board shall be increased by two and the holders of such shares of Series M Preferred Stock shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms. The redemption fee shall be an amount equal to: • 1.5 % of the Stated Value of $ 25.00 per share beginning on the Series M Original Issue Date (as defined below) of the shares of Series M Preferred Stock to be redeemed; and • 0 % of the Stated Value beginning on the first anniversary from the Series M Original Issue Date of the shares of Series M Preferred Stock to be redeemed. The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2 % per annum of the Stated Value of $ 25.00 per share (equivalent to an annual dividend rate of $ 2.05 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock (the “Series M Original Issue Date”) and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10 % per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7 % per annum of the Stated Value. Dividends will be authorized and declared on a monthly basis and payable in arrears on the 15th of each month to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year. The Company has a DRIP that allows for participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $ 25.00 per share. The issuance activity of Series M Preferred Stock is summarized below (in thousands): Three Months Ended March 31, 2022 Series M Preferred Stock shares issued 33 Net proceeds $ 810 26 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity. At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable the carrying value will be adjusted to the redemption amount each reporting period. The redemption value adjustment of Series M Preferred stock is summarized below (in thousands): March 31, 2022 December 31, 2021 Series M Preferred Stock $ 1,538 $ 715 Adjustments to Series M Preferred Stock (1) $ 21 $ 133 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended March 31, 2022 Series M Preferred Stock $ 21 14. Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We pay a monthly base fee equal to 1/12 th of the sum of (i) 0.70 % of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the fifth business day of each month. The minimum base fee for Braemar for each month will be equal to the greater of: ▪ 90 % of the base fee paid for the same month in the prior year; and ▪ 1/12 th of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar. We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we pay Ashford LLC an incentive fee over the following three years , subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also recorded equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. As previously disclosed, the advisory agreement (i) allocates responsibility for certain employee costs between the Company and its advisor and (ii) permits the Company’s board of directors to issue annual equity awards in the Company or Braemar OP to employees and other representatives of its advisor based on achievement by the Company of certain financial or other objectives or otherwise as the Company’s board of directors sees fit. Pursuant to the Limited Waiver, the Company, Braemar OP, Braemar TRS and the Company’s advisor waived the operation of any provision in the advisory agreement that would otherwise limit its ability, in its discretion and at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of its advisor. 27 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended March 31, 2022 2021 Advisory services fee Base advisory fee $ 2,939 $ 2,545 Reimbursable expenses (1) 1,096 492 Equity-based compensation (2) 2,310 1,387 Incentive fee 977 371 Total $ 7,322 $ 4,795 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards. (2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC. Pursuant to the Company's hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Braemar, Ashford Trust, their hotel managers, as needed, and Ashford Inc. The total loss estimates included in such policies are based on the collective pool of risk exposures from each party. Ashford Inc.'s risk management department manages the casualty insurance program. At the beginning of each year, Ashford Inc.'s risk management department collects funds from Braemar, Ashford Trust and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis. As of March 31, 2022 and 2021, due from related parties, net included a $ 365,000 security deposit paid to Remington Hotel Corporation, an entity indirectly owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., for office space allocated to us under our advisory agreement. It will be held as security for the payment of our allocated share of office space rental. If unused it will be returned to us upon lease expiration or earlier termination. Ashford Securities On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities LLC (“Ashford Securities”) to raise retail capital in order to grow its existing and future platforms. In conjunction with the formation of Ashford Securities, Braemar has entered into a contribution agreement (the “Initial Contribution Agreement”) with Ashford Inc. pursuant to which Braemar has agreed to contribute, with Ashford Trust, up to $ 15.0 million to fund the operations of Ashford Securities. Costs for all operating expenses of Ashford Securities that were contributed by Ashford Trust and Braemar will be expensed as incurred. These costs were allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75 % to Ashford Trust and 25 % Braemar. Upon reaching the earlier of $ 400 million in aggregate non-listed preferred equity offerings raised or June 10, 2023, there will be a true up (the “Initial True-Up Date”) between Ashford Trust and Braemar, whereby the actual capital contributions contributed by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively. After the Initial True-Up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. The Initial True-Up Date was not met prior to the Amended and Restated Contribution was entered into. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50 % to Ashford Inc., 50 % to Braemar and 0 % to Ashford Trust. Upon reaching the earlier of $ 400 million in aggregate non-listed preferred equity offerings raised, or June 10, 2023, there will be an amended and restated true up (the “Amended and Restated True-Up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among Ashford Inc., Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Additionally, Braemar’s aggregate Capital Contributions under the Initial Contribution Agreement and the Amended and Restated Contribution Agreement shall not exceed $ 3.75 million unless otherwise agreed to in writing by Braemar. On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated 28 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Contribution Agreement which provided for an additional $ 18 million in expenses to be reimbursed with all expenses allocated 45 % to Ashford Trust, 45 % to Braemar and 10 % to Ashford Inc. As of March 31, 2022, Braemar has funded approximately $ 4.1 million. Additionally, as of March 31, 2022 and December 31, 2021 , $ 131,000 and $ 338,000 , respectively, of the pre-funded amounts were included in “other assets” on our condensed consolidated balance sheets. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended March 31, Line Item 2022 2021 Corporate, general and administrative $ 527 $ 340 Enhanced Return Funding Program Concurrent with Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement with Ashford Inc. (“Amendment No. 1”), on January 15, 2019, the Company also entered into the Enhanced Return Funding Program Agreement (the “ERFP Agreement”) with Ashford Inc. The “key money investments” concept previously contemplated by our advisory agreement was replaced with the ERFP Agreement. The Fifth Amended and Restated Advisory Agreement was also amended to name Ashford Inc. and its subsidiaries as the Company’s sole and exclusive provider of asset management, design and construction and other services offered by Ashford Inc. or any of its subsidiaries. The independent members of our board of directors and the independent members of the board of directors of Ashford Inc., with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Braemar, respectively. The ERFP Agreement generally provides that Ashford LLC will provide funding to facilitate the acquisition of properties by Braemar OP that are recommended by Ashford LLC, in an aggregate amount of up to $ 50 million (subject to increase to up to $ 100 million by mutual agreement). Each funding will equal 10 % of the property acquisition price and will be made either at the time of the property acquisition or at any time generally within the two-year period following the date of such acquisition, in exchange for FF&E for use at the acquired property or any other property owned by Braemar OP. The initial term of the ERFP Agreement was two years (the “Initial Term”). At the end of the Initial Term, the ERFP Agreement automatically renewed for one year and shall automatically renew for successive one-year periods (each such period a “Renewal Term”) unless either Ashford Inc. or Braemar provides written notice to the other at least sixty days in advance of the expiration of the Initial Term or Renewal Term, as applicable, that such notifying party intends not to renew the ERFP Agreement. On November 8, 2021, the Company received written notice from the Advisor of its intention not to renew the ERFP program. As a result, the ERFP Agreement terminated in accordance with its terms on January 15, 2022. Design and Construction Services In connection with Ashford Inc.’s August 8, 2018 acquisition of Remington Lodging’s design and construction business, we entered into a design and construction services agreement with Ashford Inc.’s subsidiary, Premier Project Management LLC (“Premier”), pursuant to which Premier provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4 % of project costs; and (b) for the following services: (i) architectural ( 6.5 % of total construction costs); (ii) construction management for projects without a general contractor ( 10 % of total construction costs); (iii) interior design ( 6 % of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing ( 8 % of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $ 2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6 % of the FF&E purchase price in excess of $ 2.0 million for such hotel in such calendar year). On March 20, 2020, we amended the design and construction services agreement to provide that Premier’s fees shall be paid by the Company to Premier upon the completion of any work provided by third-party vendors to the Company. Hotel Management Services At March 31, 2022, Remington Hotels managed four of our 15 hotel properties. We pay monthly hotel management fees equal to the greater of approximately $ 15,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues as well as annual incentive management fees, if certain 29 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Pursuant to the terms of the Letter Agreement dated March 13, 2020 (the “Hotel Management Letter Agreement”), in order to allow Remington Hotels to better manage its corporate working capital and to ensure the continued efficient operation of our hotels, we agreed to pay the base fee and to reimburse all expenses on a weekly basis for the preceding week, rather than on a monthly basis. The Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by us. We also have a mutual exclusivity agreement with Remington Hotels, pursuant to which: (i) we have agreed to engage Remington Hotels to provide management services with respect to any hotel we acquire or invest in, to the extent we have the right and/or control the right to direct the management of such hotel; and (ii) Remington Hotels has agreed to grant us a right of first refusal to purchase any opportunity to develop or construct a hotel that it identifies that meets our initial investment guidelines. We are not, however, obligated to engage Remington Hotels if our independent directors either: (i) unanimously vote to hire a different manager or developer; or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on related party’s prior performance, it is believed that another manager could perform the management or other duties materially better. Ashford Trust As of December 31, 2021, the Company had a $ 728,000 receivable from Ashford Trust, included in “due from related parties, net.” The receivable relates to a legal settlement between Ashford Trust and the City of San Francisco regarding a transfer tax matter associated with the transfer of The Clancy from Ashford Trust to Braemar upon Braemar’s 2013 spin-off from Ashford Trust. The transfer taxes were initially paid by Braemar at the time of the spin-off. In January 2022, the City of San Francisco remitted payment to Ashford Trust, which subsequently remitted payment to Braemar. 15. Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2022, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4 % to 5 % of gross revenues for capital improvements. Licensing Fees —In conjunction with the Mr. C Beverly Hills Hotel acquisition on August 5, 2021, we entered into an Intellectual Property Sublease Agreement, which allows us to continue to use certain proprietary marks associated with the Mr. C brand name. In return, we pay licensing fees of: (i) 1 % of total operating revenue; (ii) 2 % of gross food and beverage revenues; and (iii) 25 % of food and beverage profits. The agreement expires on August 4, 2022. The table below summarizes the licensing fees incurred (in thousands): Three Months Ended March 31, Line Item 2022 Other hotel expenses $ 102 Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2022, we pay a monthly hotel management fee equal to the greater of approximately $ 15,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases 3.0 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from December 2023 through December 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Income Taxes —We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities. Litigation —On October 24, 2019, the Company provided notice to Accor of the material breach of Accor’s responsibilities under the Accor management agreement for the Sofitel Chicago Magnificent Mile at 20 East Chestnut Street in Chicago, Illinois. On November 7, 2019, Accor filed a complaint against Ashford TRS Chicago II in the Supreme Court of the State of New York, New York County, seeking a declaratory judgment that no breach under the Accor management agreement has 30 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) occurred and an injunction to prevent Ashford TRS Chicago II from terminating the Accor management agreement. Accor’s complaint was dismissed on or about February 27, 2020. On January 6, 2020, Ashford TRS Chicago II filed a complaint against Accor in the Supreme Court of the State of New York, New York County, alleging breach of the Accor management agreement and seeking damages and a declaration of its right to terminate the Accor management agreement. On July 20, 2020, Accor filed an Amended Answer and Counterclaims against Ashford TRS Chicago II, in which Accor asserted two causes of action: First, Accor asserted a counterclaim for declaratory judgment that Accor correctly calculated the amount payable to Ashford TRS Chicago II under the Accor management agreement to “cure” Accor’s performance test failure (the “Cure Amount”). Second, Accor asserted a counterclaim for breach of contract alleging that Ashford TRS Chicago II breached the Accor management agreement by wrongfully maintaining that the Cure Amount for the 2018 and 2019 Performance Test failure is $ 1,031,549 instead of $ 535,120 . On February 16, 2022, the parties entered into a settlement agreement agreeing to: 1) amend the Accor management agreement; 2) dismiss the lawsuit and counterclaims; 3) stipulate to the failure of the performance tests and cure amounts for 2018 of $ 867,682 and 2019 of $ 784,919 ; and 4) arbitrate whether the performance tests for 2020 and 2021 were valid and/or required equitable adjustment. On February 23, 2022, Ashford TRS Chicago II and Accor filed a stipulation of discontinuance dismissing all claims, counterclaims, and cross-claims in the January 6, 2020 action with prejudice. As a result of the settlement related to the 2018 performance test failure, the Company recorded a gain of approximately $ 868,000 for the three months ended March 31, 2022, that is recorded as a reduction of management fees and included in “management fees” on the Company’s condensed consolidated statements of operations. As of March 31, 2022, no amounts have been accrued. One of the Company’s hotel management companies is currently involved in litigation regarding its employment policies and practices at multiple California hotels, including one of the Company’s hotels. On January 28, 2022, the Court approved a settlement of this litigation. The resulting loss to the Company was approximately $ 448,000 ; although it was entitled to indemnification in the amount of approximately $ 291,000 , based on the respective periods of ownership of the Company’s hotel. As of March 31, 2022, approximately $ 500,000 was accrued. The settlement amount was paid subsequent to March 31, 2022, and the matter is now closed. On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (1) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (2) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. 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 any potential loss to the Company is reasonably estimable at this time. As of March 31, 2022, no amounts have been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. 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 ADA and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and the final results of these legal proceedings cannot be predicted with certainty. If we 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. 31 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 16. Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of March 31, 2022 and December 31, 2021, all of our hotel properties were in the U.S. and its territories. 17. Subsequent Event On April 15, 2022, Ashford Inc. and Ashford Services, agreed with Jeremy Welter, the Chief Operating Officer of Ashford Inc., that, effective on the Resignation Date, Mr. Welter would terminate employment with and service to Ashford Inc., Ashford Services and their affiliates. Mr. Welter is also the Chief Operating Officer of the Company and Braemar and accordingly his service as Chief Operating Officer of each of the Company and Braemar will also end effective as of the Resignation Date. 32 Table of Contents