Braemar Hotels & Resorts Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ( BDO USA, P.C. ; Dallas, Texas ; PCAOB ID # 243 ) 109 Consolidated Balance Sheets — December 31, 2023 and 2022 111 Consolidated Statements of Operations — Years Ended December 31, 2023, 2022 and 2021 112 Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 2023, 2022 and 2021 113 Consolidated Statements of Equity — Years Ended December 31, 2023, 2022 and 2021 114 Consolidated Statements of Cash Flows — Years Ended December 31, 2023, 2022 and 2021 116 Notes to Consolidated Financial Statements 118 108 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Braemar Hotels & Resorts Inc. Dallas, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Braemar Hotels & Resorts Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 14, 2024 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Investments in Hotel Properties At December 31, 2023, the Company’s consolidated investments in hotel properties, net, totaled $1.9 billion. As described in Notes 2 and 4 to the consolidated financial statements, the hotel properties are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of a hotel property is measured by comparing the carrying amount of the hotel to its estimated future undiscounted cash flows. If the carrying amount of the hotel is not recoverable, an impairment charge is recognized for the amount by which the hotel’s carrying amount exceeds its estimated fair value. During 2023, the Company did not record any impairment charges. We identified impairment of investments in hotel properties as a critical audit matter. For investments in hotel properties where events or changes in circumstances indicated that the carrying amounts may not be recoverable, it is necessary for management to estimate the future undiscounted cash flows expected from the use and eventual disposition of the hotels. 109 Auditing the cash flows expected from the eventual disposition of the hotel properties included the involvement of professionals with specialized knowledge and skills. The primary procedures we performed to address the critical audit matter utilized valuation professionals with specialized knowledge and skills, who assisted in: • Evaluating the cash flows expected from the eventual disposition of the hotel properties. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2015. Dallas, Texas March 14, 2024 110 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2023 December 31, 2022 ASSETS Investments in hotel properties, gross $ 2,382,716 $ 2,325,093 Accumulated depreciation ( 498,508 ) ( 440,492 ) Investments in hotel properties, net 1,884,208 1,884,601 Cash and cash equivalents 85,599 261,541 Restricted cash 80,904 54,155 Accounts receivable, net of allowance of $ 237 and $ 339 , respectively 39,199 51,448 Inventories 5,003 5,238 Prepaid expenses 9,938 7,044 Deferred costs, net 75 — Investment in unconsolidated entity 1,674 1,689 Derivative assets 2,847 6,482 Operating lease right-of-use assets 78,383 79,449 Other assets 17,751 14,621 Intangible assets, net 3,504 3,883 Due from related parties, net — 938 Due from third-party hotel managers 17,739 26,625 Total assets $ 2,226,824 $ 2,397,714 LIABILITIES AND EQUITY Liabilities: Indebtedness, net $ 1,162,444 $ 1,334,130 Accounts payable and accrued expenses 149,867 133,978 Dividends and distributions payable 9,158 8,184 Due to Ashford Inc. 1,471 10,005 Due to related parties, net 603 — Due to third-party hotel managers 1,608 2,096 Operating lease liabilities 60,379 60,692 Other liabilities 22,756 22,343 Derivative liabilities 12 284 Total liabilities 1,408,298 1,571,712 Commitments and contingencies (note 16) 5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 65,426 65,426 Series E redeemable preferred stock, $ 0.01 par value, 16,316,315 and 12,656,529 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 377,035 291,076 Series M redeemable preferred stock, $ 0.01 par value, 1,832,805 and 1,428,332 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 45,623 35,182 Redeemable noncontrolling interests in operating partnership 32,395 40,555 Equity: Preferred stock, $ 0.01 par value, 80,000,000 shares authorized: 8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at December 31, 2023 and December 31, 2022 16 16 Common stock, $ 0.01 par value, 250,000,000 shares authorized, 66,636,353 and 69,919,065 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 666 699 Additional paid-in capital 718,498 734,134 Accumulated deficit ( 412,199 ) ( 324,740 ) Total stockholders’ equity of the Company 306,981 410,109 Noncontrolling interest in consolidated entities ( 8,934 ) ( 16,346 ) Total equity 298,047 393,763 Total liabilities and equity $ 2,226,824 $ 2,397,714 See Notes to Consolidated Financial Statements. 111 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 REVENUE Rooms $ 464,899 $ 431,515 $ 280,568 Food and beverage 185,331 159,241 90,299 Other 89,113 78,829 56,675 Total hotel revenue 739,343 669,585 427,542 EXPENSES Hotel operating expenses: Rooms 105,439 94,410 59,818 Food and beverage 144,544 125,555 75,177 Other expenses 227,913 205,373 138,914 Management fees 23,261 20,149 13,117 Total hotel operating expenses 501,157 445,487 287,026 Property taxes, insurance and other 38,629 30,766 34,997 Depreciation and amortization 93,272 78,122 73,762 Advisory services fee 31,089 28,847 22,641 (Gain) loss on legal settlements — ( 114 ) ( 917 ) Transaction costs — — 563 Corporate general and administrative 13,523 18,084 8,717 Total operating expenses 677,670 601,192 426,789 Gain (loss) on insurance settlement and disposition of assets — — 696 OPERATING INCOME (LOSS) 61,673 68,393 1,449 Equity in earnings (loss) of unconsolidated entity ( 253 ) ( 328 ) ( 252 ) Interest income 6,401 2,677 48 Other income (expense) 293 — — Interest expense and amortization of discounts and loan costs ( 94,219 ) ( 52,166 ) ( 30,901 ) Write-off of loan costs and exit fees ( 3,489 ) ( 146 ) ( 1,963 ) Gain (loss) on extinguishment of debt 2,318 — — Realized and unrealized gain (loss) on derivatives ( 663 ) 4,961 32 INCOME (LOSS) BEFORE INCOME TAXES ( 27,939 ) 23,391 ( 31,587 ) Income tax (expense) benefit ( 2,689 ) ( 4,043 ) ( 1,324 ) NET INCOME (LOSS) ( 30,628 ) 19,348 ( 32,911 ) (Income) loss attributable to noncontrolling interest in consolidated entities ( 1,619 ) ( 2,063 ) 2,650 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 5,230 476 3,597 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY ( 27,017 ) 17,761 ( 26,664 ) Preferred dividends ( 42,304 ) ( 21,503 ) ( 8,745 ) Deemed dividends on preferred stock ( 4,719 ) ( 6,954 ) — Gain (loss) on extinguishment of preferred stock — — ( 4,595 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 74,040 ) $ ( 10,696 ) $ ( 40,004 ) INCOME (LOSS) PER SHARE - BASIC: Net income (loss) attributable to common stockholders $ ( 1.13 ) $ ( 0.15 ) $ ( 0.76 ) Weighted average common shares outstanding – basic 65,989 69,687 52,684 INCOME (LOSS) PER SHARE - DILUTED: Net income (loss) attributable to common stockholders $ ( 1.13 ) $ ( 0.15 ) $ ( 0.76 ) Weighted average common shares outstanding – diluted 65,989 69,687 52,684 See Notes to Consolidated Financial Statements. 112 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2023 2022 2021 NET INCOME (LOSS) $ ( 30,628 ) $ 19,348 $ ( 32,911 ) OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Total other comprehensive income (loss) — — — TOTAL COMPREHENSIVE INCOME (LOSS) ( 30,628 ) 19,348 ( 32,911 ) Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities ( 1,619 ) ( 2,063 ) 2,650 Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership 5,230 476 3,597 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ ( 27,017 ) $ 17,761 $ ( 26,664 ) See Notes to Consolidated Financial Statements. 113 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands except per share amounts) 8.25 % Series D Cumulative Preferred Stock Noncontrolling Interests in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interest in Operating Partnership Common Stock Additional Paid-in Capital Accumulated Deficit Shares Amount Shares Amount 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 — — — — 6,891 — — 6,891 — — — — — — 3,292 Issuance of common stock — — 18,243 183 102,134 — — 102,317 — — — — — — — Issuance of preferred stock — — — — — — — — — — 1,710 36,211 29 582 — Issuance of restricted shares/units — — 764 8 ( 8 ) — — — — — — — — — — Issuance of common units for hotel acquisition — — — — — — — — — — — — — — 13,175 Forfeiture of restricted common shares — — ( 26 ) — — — — — — — — — — — — PSU dividend claw back upon cancellation — — — — — 143 — 143 — — — — — — — Dividends declared – preferred stock - Series B ($ 1.38 /share) — — — — — ( 4,747 ) — ( 4,747 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 2.06 /share) — — — — — ( 3,300 ) — ( 3,300 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 1.00 /share) — — — — — ( 683 ) — ( 683 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 0.85 /share) — — — — — ( 15 ) — ( 15 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 1,189 1,189 — — — — — — — Performance LTIP dividend claw back upon cancellation — — — — — — — — — — — — — — 38 Redemption/conversion of operating partnership units — — 868 9 4,575 — — 4,584 — — — — — — ( 4,584 ) Net income (loss) — — — — — ( 26,664 ) ( 2,650 ) ( 29,314 ) — — — — — — ( 3,597 ) Extinguishment of preferred stock — — 7,291 71 46,047 ( 4,595 ) — 41,523 ( 1,953 ) ( 41,523 ) — — — — — Equity component of Convertible Senior Notes — — — — 6,257 — — 6,257 — — — — — — — Redemption value adjustment - preferred stock — — — — — ( 3,261 ) — ( 3,261 ) — — — 3,128 — 133 — Redemption value adjustment — — — — — ( 108 ) — ( 108 ) — — — — — — 108 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 Purchase of common stock — — ( 1,773 ) ( 17 ) ( 7,448 ) — — ( 7,465 ) — — — — — — — Impact of adoption of new accounting standard — — — — ( 6,257 ) 656 — ( 5,601 ) — — — — — — — Equity-based compensation — — — — 5,475 — — 5,475 — — — — — — 5,810 Issuance of common stock — — 6,000 60 34,944 — — 35,004 — — — — — — — Issuance of preferred stock — — — — — — — — — — 10,961 245,827 1,404 33,922 — Issuance of restricted shares/units — — 349 3 2 — — 5 — — — — — — — Forfeiture of restricted common shares — — ( 22 ) — — — — — — — — — — — — PSU dividend claw back upon cancellation — — — — — 7 — 7 — — — — — — — Dividends declared - common stock - ($ 0.08 /share) — — — — — ( 5,672 ) — ( 5,672 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 1.38 /share) — — — — — ( 4,233 ) — ( 4,233 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 2.06 /share) — — — — — ( 3,300 ) — ( 3,300 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 1.97 /share) — — — — — ( 12,694 ) — ( 12,694 ) — — — — — — — Dividends declared - preferred stock - Series M ($ 2.05 /share) — — — — — ( 1,276 ) — ( 1,276 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 164 164 — — — — — — — Distributions to noncontrolling interests — — — — — — ( 2,024 ) ( 2,024 ) — — — — — — ( 665 ) Performance LTIP dividend claw back upon cancellation — — — — — — — — — — — — — — 4 Net income (loss) — — — — — 17,761 2,063 19,824 — — — — — — ( 476 ) Redemptions of preferred stock — — — — — — — — — — ( 14 ) ( 365 ) ( 5 ) ( 134 ) — Redemption value adjustment - preferred stock — — — — — ( 6,954 ) — ( 6,954 ) — — — 6,275 — 679 — Redemption value adjustment — — — — — 205 — 205 — — — — — — ( 205 ) 114 8.25 % Series D Cumulative Preferred Stock Noncontrolling Interests in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interest in Operating Partnership Common Stock Additional Paid-in Capital Accumulated Deficit Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2022 1,600 $ 16 69,919 $ 699 $ 734,134 $ ( 324,740 ) $ ( 16,346 ) $ 393,763 3,078 $ 65,426 12,657 $ 291,076 1,428 $ 35,182 $ 40,555 Purchase of common stock — — ( 3,969 ) ( 40 ) ( 19,214 ) — — ( 19,254 ) — — — — — — — Equity-based compensation — — — — 3,564 — — 3,564 — — — — — — 5,680 Issuance of preferred stock — — — — — — — — — — 3,931 88,448 542 13,051 — Issuance of restricted shares/units — — 689 7 14 — — 21 — — — — — — — Forfeiture of restricted common shares — — ( 3 ) — — — — — — — — — — — — Dividends declared - common stock - $ 0.20 /share) — — — — — ( 13,423 ) — ( 13,423 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 1.38 /share) — — — — — ( 4,233 ) — ( 4,233 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 2.06 /share) — — — — — ( 3,300 ) — ( 3,300 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 1.91 /share) — — — — — ( 30,883 ) — ( 30,883 ) — — — — — — — Dividends declared - preferred stock - Series M ($ 2.07 /share) — — — — — ( 3,888 ) — ( 3,888 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 9,517 9,517 — — — — — — — Distributions to noncontrolling interests — — — — — — ( 3,724 ) ( 3,724 ) — — — — — — ( 1,444 ) Redemption/conversion of operating partnership units — — — — — — — — — — — — — — ( 7,162 ) Net income (loss) — — — — — ( 27,017 ) 1,619 ( 25,398 ) — — — — — — ( 5,230 ) Redemptions of preferred stock — — — — — — — — — — ( 272 ) ( 6,423 ) ( 137 ) ( 3,395 ) — Redemption value adjustment - preferred stock — — — — — ( 4,719 ) — ( 4,719 ) — — — 3,934 — 785 — Redemption value adjustment — — — — — 4 — 4 — — — — — — ( 4 ) Balance at December 31, 2023 1,600 $ 16 66,636 $ 666 $ 718,498 $ ( 412,199 ) $ ( 8,934 ) $ 298,047 3,078 $ 65,426 16,316 $ 377,035 1,833 $ 45,623 $ 32,395 See Notes to Consolidated Financial Statements. 115 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 30,628 ) $ 19,348 $ ( 32,911 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 93,272 78,122 73,762 Equity-based compensation 9,244 11,285 10,183 Bad debt expense 915 838 436 (Gain) loss on extinguishment of debt ( 2,318 ) — — Amortization of loan costs, discounts and capitalized default interest 2,195 ( 816 ) ( 205 ) Write-off of loan costs and exit fees 3,489 146 1,963 Amortization of intangibles 474 474 512 Amortization of non-refundable membership initiation fees ( 1,776 ) ( 1,470 ) ( 1,029 ) Interest expense accretion on refundable membership club deposits 671 723 772 (Gain) loss on insurance settlement and disposition of assets — — ( 696 ) Realized and unrealized (gain) loss on derivatives 663 ( 4,961 ) ( 32 ) Equity in (earnings) loss of unconsolidated entity 253 328 252 Deferred income tax expense (benefit) 1,329 51 ( 174 ) Changes in operating assets and liabilities, exclusive of the effect of hotel acquisitions: Accounts receivable and inventories 11,264 ( 9,088 ) ( 11,036 ) Prepaid expenses and other assets ( 5,758 ) ( 501 ) ( 793 ) Accounts payable and accrued expenses 47 1,650 35,976 Operating lease right-of-use assets 592 588 574 Due to/from related parties, net 1,541 832 ( 779 ) Due to/from third-party hotel managers 8,398 2,590 ( 15,491 ) Due to/from Ashford Inc. ( 10,361 ) 8,249 720 Operating lease liabilities ( 313 ) ( 294 ) ( 268 ) Other liabilities 1,518 1,389 2,214 Net cash provided by (used in) operating activities 84,711 109,483 63,950 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from property insurance 361 36 — Net proceeds from disposition of assets — — 1,816 Proceeds from hotel management agreement amendment — 1,667 — Payments for initial franchise fee ( 75 ) — — Acquisition of hotel properties, net of cash and restricted cash acquired — ( 354,445 ) ( 17,615 ) Investment in unconsolidated entity ( 238 ) ( 328 ) ( 233 ) Improvements and additions to hotel properties ( 77,114 ) ( 49,148 ) ( 25,644 ) Net cash provided by (used in) investing activities ( 77,066 ) ( 402,218 ) ( 41,676 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on indebtedness 370,600 170,500 83,231 Repayments of indebtedness ( 534,307 ) ( 68,500 ) ( 84,224 ) Payments of loan costs and exit fees ( 11,636 ) ( 4,080 ) ( 1,898 ) Payments for derivatives ( 5,051 ) ( 3,030 ) ( 200 ) Proceeds from derivatives 7,720 167 — Purchase of common stock ( 19,307 ) ( 7,411 ) ( 376 ) Payments for dividends and distributions ( 52,563 ) ( 20,763 ) ( 9,088 ) Net proceeds from issuance of preferred stock 97,862 278,621 36,855 Proceeds from issuance of common stock — — 102,461 Common stock offering costs — ( 112 ) — Contributions from noncontrolling interest in consolidated entities 9,517 164 1,189 Redemption of operating partnership units ( 7,162 ) — — Distributions to noncontrolling interest in consolidated entities ( 2,693 ) — — Redemption of preferred stock ( 9,818 ) ( 499 ) — Net cash provided by (used in) financing activities ( 156,838 ) 345,057 127,950 Net change in cash, cash equivalents and restricted cash ( 149,193 ) 52,322 150,224 Cash, cash equivalents and restricted cash at beginning of period 315,696 263,374 113,150 Cash, cash equivalents and restricted cash at end of period $ 166,503 $ 315,696 $ 263,374 116 Year Ended December 31, 2023 2022 2021 SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 91,576 $ 48,901 $ 31,635 Income taxes paid (refunded) 3,424 1,239 ( 14 ) SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Dividends and distributions declared but not paid $ 9,158 $ 8,184 $ 2,173 Common stock purchases accrued but not paid — 54 — Issuance of common units for hotel acquisition — — 13,175 Issuance of warrants in hotel acquisition — — 1,528 Assumption of debt in hotel acquisition — 58,601 49,815 Capital expenditures accrued but not paid 21,702 6,702 4,564 Issuance of common stock for hotel acquisition — 35,040 — Non-cash extinguishment of preferred stock — — 41,523 Distributions declared but not paid to a noncontrolling interest in a consolidated entity — 2,024 — Issuance of common stock from preferred stock exchange — — 46,118 Accrued common stock offering expense — — 76 Accrued preferred stock offering expenses — 23 101 Non-cash preferred stock dividends 3,614 1,050 39 Non-cash common stock dividends — 5 — Unsettled proceeds from derivatives 361 330 — Non-cash PSU dividends 20 — — SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of period $ 261,541 $ 215,998 $ 78,606 Restricted cash at beginning of period 54,155 47,376 34,544 Cash, cash equivalents and restricted cash at beginning of period $ 315,696 $ 263,374 $ 113,150 Cash and cash equivalents at end of period $ 85,599 $ 261,541 $ 215,998 Restricted cash at end of period 80,904 54,155 47,376 Cash, cash equivalents and restricted cash at end of period $ 166,503 $ 315,696 $ 263,374 See Notes to Consolidated Financial Statements. 117 Table of Contents BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2023, 2022 and 2021 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 STR, LLC. 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”). Terms such as the “Company,” “we,” “us” or “our” refer to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its 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 contractually engage hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages four of our 16 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 and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services, mobile key technology and cash management services. The accompanying consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of December 31, 2023, own 16 hotel properties in seven states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). The portfolio includes 14 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 4,192 total rooms, or 3,957 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 December 31, 2023, 15 of our 16 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 consolidated statements of operations. As of December 31, 2023, 13 of the 16 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, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc. (“Accor”), Four Seasons Hotels Limited (“Four Seasons”), 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 Hospitality, which are eligible independent contractors under the Code. 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying 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 consolidated financial statements. 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 118 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 (formerly Ashford Prime OP General Partner LLC), its general partner. As such, we consolidate Braemar OP. The following items affect reporting comparability of our historical consolidated financial statements: • On August 4, 2021, we acquired the Cameo Beverly Hills (formerly known as “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; • 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; and • on December 1, 2022, we acquired the Four Seasons Resort Scottsdale. 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 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. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment (“FF&E”) replacements of approximately 3 % to 5 % of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. Accounts Receivable —Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts. Inventories —Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Investments in Hotel Properties, net —Hotel properties are generally stated at cost. All improvements and additions which extend the useful life of the hotel properties are capitalized. For property and equipment acquired in a business combination, we record the sets acquired based on their fair value as of the acquisition date. Replacements and improvements and finance leases are capitalized, while repairs and maintenance are expense as incurred. Property and equipment acquired in an asset acquisition are recorded at cost. The acquisition cost is allocated to land, buildings, improvements, furniture, fixtures and equipment, as well as identifiable intangible and lease assets and liabilities. Acquisition cost is allocated using relative fair values. We evaluate several factors, including weighted market data for similar assets, expected future cash flows discounted at risk adjusted rates, and replacement costs for assets to determine an appropriate exit cost when evaluating the fair values. Impairment of Investments in Hotel Properties —Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating the impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 4. 119 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Assets Held for Sale and Discontinued Operations —We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity or group of components that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. Investment in Unconsolidated Entity —As of December 31, 2023, we held a 7.9 % ownership interest in OpenKey, which is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review our investment in unconsolidated entity 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 our investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. See note 5 . Our investment in unconsolidated entity is considered to be a variable interest in the underlying entity. VIEs, as defined by authoritative accounting guidance, 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. Because we do not have the power and financial responsibility to direct the unconsolidated entity’s activities and operations, we are not considered to be the primary beneficiary of this entity on an ongoing basis and therefore such entity should not be consolidated. Leases —We determine if an arrangement is a lease at the commencement date. Operating leases, as lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The lease terms used to calculate our right-of-use asset may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Subsequent to the initial recognition, lease liabilities are measured using the effective interest method. The ROU asset is generally reduced utilizing a straight-line method adjusted for the lease liability accretion during the period. We have lease agreements with lease and non-lease components, which under the elected practical expedients under ASC 842, we are not accounting for separately. For certain equipment leases, such as office equipment, copiers and vehicles, we account for the lease and non-lease components as a single lease component. Intangible Assets, net —Intangible assets, net represents the customer relationships associated with The Ritz-Carlton Sarasota acquisition, which are amortized using the straight-line method over its expected useful life, which approximates amortization based on economic consumption. See note 19. Derivative Instruments —We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in SOFR (Secured Overnight Financing Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. None of our derivative instruments are designated as cash flow hedges. Interest rate derivatives are reported as “derivative assets” in our consolidated balance sheets. For interest rate derivatives and credit default swaps, changes in fair value and realized gains and losses are recognized in earnings as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. Accrued interest on interest rate derivatives is included in “accounts receivable, net” in the consolidated balance sheets. Due to/from Related Parties, net —Due to/from related parties, net, represent current receivables and payables resulting from transactions related to hotel management with a related party. Due to/from related parties is generally settled within a period not exceeding one year . See note 15. 120 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Due to/from Ashford Inc. —Due to/from Ashford Inc. represents payables related to the advisory services fee, including reimbursable expenses as well as other hotel products and services. These payables are generally settled within a period not exceeding one year . See note 15. Due to/from Third-Party Hotel Managers —Due to/from third-party hotel managers primarily consists of amounts due from Marriott related to our cash reserves held at the Marriott corporate level related to our operations, real estate taxes, and other items, as well as current receivables and payables resulting from transactions with other third-party managers related to hotel management. These receivables and payables are generally settled within a period not exceeding one year . Noncontrolling Interests —The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, 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 unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of our consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder for cash or registered shares in certain cases outside of the Company’s control. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value. The noncontrolling interest in consolidated entities represents an ownership interest of 25 % in two hotel properties at December 31, 2023 and 2022, and is reported in equity in our consolidated balance sheets. Net income/loss attributable to redeemable noncontrolling interests in operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss. Revenue Recognition —Rooms revenue represents revenues from the occupancy of our hotel rooms, which is driven by the occupancy and average daily rate. Rooms revenue includes revenue for guest no-shows, day use, and early/late departure fees. The contracts for room stays with customers are generally short in duration and revenues are recognized as services are provided over the course of the hotel stay. Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when the customer with a noncancellable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation. Our advance deposit balance as of December 31, 2023 and 2022 was $ 49.4 million and $ 46.0 million, respectively, and are generally recognized as revenue within a one-year period. These are included in “accounts payable and accrued expenses” on the consolidated balance sheets. Food & Beverage (“F&B”) revenue consists of revenue from the restaurants and lounges at our hotel properties, in-room dining and mini-bars revenue, and banquet/catering revenue from group and social functions. Other F&B revenue may include revenue from audiovisual equipment/services, rental of function rooms, and other F&B related revenues. Revenue is recognized as the services or products are provided. Our hotel properties may employ third parties to provide certain services at the property, for example, audio visual services. We evaluate each of these contracts to determine if the hotel is the principal or the agent in the transaction, and record the revenues as appropriate (i.e. gross vs. net). Other revenue consists of ancillary revenue at the property, including attrition and cancellation fees, condo management fees, resort and destination fees, health center fees, spas, golf, telecommunications, parking, entertainment and other guest services, as well as rental revenue primarily from leased retail outlets at our hotel properties, and membership initiation fees and dues, primarily from club memberships. Cancellation fees are recognized from non-cancellable deposits when the customer provides notification of cancellation in accordance with established management policy time frames. Non-refundable membership initiation fees are recognized over the expected life of an active membership. Taxes specifically collected from customers and submitted to taxing authorities are not recorded in revenue. Other Hotel Expenses —Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, hotel-level general and administrative, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred. 121 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Advertising Costs —Advertising costs are charged to expense as incurred. For the years ended December 31, 2023, 2022 and 2021, we incurred advertising costs of $ 6.4 million, $ 6.5 million and $ 4.0 million, respectively. Advertising costs are included in “other” hotel expenses in our consolidated statements of operations. Equity-Based Compensation —Stock/unit-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expense, included in “advisory services fee,” “management fees” and “corporate general and administrative” expense, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. The Company recognizes forfeitures as they occur. With respect to the 2021, 2022 and 2023 award agreements, the compensation committee utilizes a 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 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 compensation expense 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. Depreciation and Amortization —Hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for FF&E. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales. Income Taxes —As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to TRSs. However, Braemar TRS and our USVI TRS are treated as TRSs for U.S. federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to our TRSs using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions. See note 18. The entities that own 15 of our 16 hotel properties are considered partnerships for U.S. federal income tax purposes. Partnerships are not subject to U.S. federal income taxes. Partnerships are not subject to U.S. federal income tax on their income. Instead, each of its partners is required to include in income its allocable share of the partnership’s income. The states and cities where the partnerships operate follow the U.S. federal income tax treatment, with the exception of the District of Columbia, Puerto Rico and the city of Philadelphia. Accordingly, we provide for income taxes in these jurisdictions for the partnerships. The consolidated entities that operate the 16 hotel properties are considered taxable corporations for U.S. federal, foreign, state, and city income tax purposes and have elected to be TRSs of Braemar. The “Income Taxes” topic of the FASB’s ASC addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction, USVI, Puerto Rico and various states and cities. Tax years 2019 through 2023 remain subject to potential examination by certain federal, foreign and state taxing authorities. Income (Loss) Per Share —Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share. 122 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Recently Adopted Accounting Standards —In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848 ) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01 , Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848 ) (“ASU 2022-06”), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption. Recently Issued Accounting Standards —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the impact that ASU 2023-07 will have on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which eliminated the historic requirement that entities disclose information concerning unrecognized tax benefits having a reasonable possibility of significantly increasing or decreasing in the 12 months following the reporting date. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and related disclosures. 3. Revenu e The following tables present our revenue disaggregated by geographical areas (in thousands): Year Ended December 31, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 127,147 $ 42,988 $ 21,028 $ 191,163 Puerto Rico 1 50,436 18,214 11,595 80,245 Arizona 1 35,789 23,803 8,074 67,666 Colorado 1 25,351 14,888 9,096 49,335 Florida 2 61,446 32,418 22,297 116,161 Illinois 1 25,512 6,337 2,068 33,917 Pennsylvania 1 26,222 5,564 1,331 33,117 Washington 1 28,410 4,425 1,794 34,629 Washington, D.C. 1 36,615 19,234 1,867 57,716 USVI 1 47,971 17,460 9,963 75,394 Total 16 $ 464,899 $ 185,331 $ 89,113 $ 739,343 Year Ended December 31, 2022 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 134,635 $ 45,952 $ 19,152 $ 199,739 Puerto Rico 1 38,077 14,238 8,931 61,246 Arizona 1 3,107 1,430 657 5,194 Colorado 1 25,253 16,397 8,965 50,615 Florida 2 73,629 34,068 24,771 132,468 Illinois 1 24,829 7,150 1,656 33,635 Pennsylvania 1 22,237 4,121 1,178 27,536 Washington 1 21,445 3,619 1,321 26,385 Washington, D.C. 1 29,877 13,276 1,960 45,113 USVI 1 58,426 18,990 10,238 87,654 Total 16 $ 431,515 $ 159,241 $ 78,829 $ 669,585 123 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Year Ended December 31, 2021 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 91,283 $ 27,205 $ 12,938 $ 131,426 Colorado 1 17,303 10,936 7,945 36,184 Florida 2 65,974 27,148 21,094 114,216 Illinois 1 14,422 3,418 1,153 18,993 Pennsylvania 1 11,889 1,493 776 14,158 Washington 1 15,105 1,632 1,578 18,315 Washington, D.C. 1 9,773 3,014 1,142 13,929 USVI 1 54,819 15,453 10,049 80,321 Total 14 $ 280,568 $ 90,299 $ 56,675 $ 427,542 4. Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): December 31, 2023 December 31, 2022 Land $ 630,842 $ 630,489 Buildings and improvements 1,535,501 1,511,949 Furniture, fixtures and equipment 166,673 147,019 Construction in progress 36,954 22,890 Residences 12,746 12,746 Total cost 2,382,716 2,325,093 Accumulated depreciation ( 498,508 ) ( 440,492 ) Investments in hotel properties, net $ 1,884,208 $ 1,884,601 For the years ended December 31, 2023, 2022 and 2021, depreciation expense was $ 92.6 million, $ 78.0 million and $ 73.0 million, respectively. Impairment Charges During the years ended December 31, 2023, 2022 and 2021, no impairment charges were recorded. 5. Investment in Unconsolidated Entity OpenKey, Inc. (“OpenKey”), which is controlled and consolidated by Ashford Inc., 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. As of December 31, 2023, the Company has made equity investments in OpenKey totaling $ 2.9 million. All investments were recommended by our Related Party Transactions Committee and unanimously approved by the independent members of our board of directors. Our investment is recorded as “investment in unconsolidated entity” in our 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 years ended December 31, 2023, 2022 and 2021. The following table summarizes our carrying value and ownership interest in OpenKey: December 31, 2023 December 31, 2022 Carrying value of the investment in OpenKey (in thousands) $ 1,416 $ 1,689 Ownership interest in OpenKey 7.9 % 7.9 % 124 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Equity in earnings (loss) of unconsolidated entity $ ( 273 ) $ ( 328 ) $ ( 252 ) On February 2, 2023, the Company entered into a loan funding agreement with Ashford Inc. and OpenKey. Per the agreement, Ashford Inc. and the Company will provide OpenKey with a maximum loan amount of $ 5.0 million to be allocated on a pro-rata basis based on current ownership interests and funded quarterly, over the course of 2023. The loan bears interest at an annual rate of 15 %. Additionally, repayment of the loan principal and all accrued interest is due upon certain events. As of December 31, 2023, the Company has funded approximately $ 238,000 . The following table summarizes our note receivable from OpenKey (in thousands): Line Item December 31, 2023 December 31, 2022 Investment in unconsolidated entity $ 258 $ — The following table summarizes the interest income associated with the loan to OpenKey (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Equity in earnings (loss) of unconsolidated entity $ 20 $ — $ — 6. Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (16) Interest Rate December 31, 2023 December 31, 2022 Debt Balance Book Value of Collateral Debt Balance Book Value of Collateral Mortgage loan (4) Bardessono Hotel and Spa August 2023 August 2023 SOFR (2) + 2.65 % $ — — $ 40,000 51,514 Mortgage loan (4) The Ritz-Carlton Sarasota October 2023 April 2024 LIBOR (1) + 2.65 % — — 98,500 162,134 Mortgage loan (4) Hotel Yountville November 2023 May 2024 LIBOR (1) + 2.55 % — — 51,000 84,180 Mortgage loan (5) Capital Hilton February 2024 February 2024 SOFR (2) + 1.70 % — — 195,000 194,770 Hilton La Jolla Torrey Pines Mortgage loan (5) (6) Hilton La Jolla Torrey Pines February 2024 February 2024 SOFR (2) + 1.70 % 66,600 66,947 — — Mortgage loan (7) Park Hyatt Beaver Creek Resort & Spa February 2024 February 2027 SOFR (2) + 2.86 % 70,500 140,966 70,500 139,830 Mortgage loan (8) The Ritz-Carlton Reserve Dorado Beach March 2024 March 2026 LIBOR (1) + 6.00 % — — 54,000 193,367 Mortgage loan (9) The Notary Hotel June 2024 June 2025 SOFR (2) + 2.66 % 293,180 378,335 435,000 403,896 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (10) Cameo Beverly Hills August 2024 August 2024 SOFR (2) + 3.66 % 30,000 71,196 30,000 71,820 Mortgage loan (11) (12) The Ritz-Carlton St. Thomas August 2024 August 2024 SOFR (2) + 4.04 % 42,500 114,224 42,500 119,492 Mortgage loan (13) Pier House Resort & Spa September 2024 September 2024 SOFR (2) + 1.95 % 80,000 81,806 80,000 83,361 Mortgage loan (14) The Ritz-Carlton Lake Tahoe January 2025 January 2026 SOFR (2) + 3.60 % 53,413 132,467 54,000 112,777 Convertible Senior Notes Equity June 2026 June 2026 4.50 % 86,250 — 86,250 — BAML Credit Facility (4) Bardessono Hotel and Spa July 2026 July 2027 Base Rate (3) + 1.25 % to 2.00 % or SOFR (2) + 2.35 % to 3.10 % 200,000 303,405 — — Hotel Yountville The Ritz-Carlton Sarasota Mortgage loan (15) Four Seasons Resort Scottsdale December 2026 December 2028 SOFR (2) + 3.75 % 140,000 261,737 100,000 267,460 Mortgage loan (5) Capital Hilton December 2026 December 2028 SOFR (2) + 3.75 % 110,600 143,840 — — 1,173,043 $ 1,694,923 1,336,750 $ 1,884,601 Capitalized default interest and late charges, net 120 1,934 Deferred loan costs, net ( 9,135 ) ( 5,054 ) Premiums/(discounts), net ( 1,584 ) 500 Indebtedness, net $ 1,162,444 $ 1,334,130 __________________ (1) LIBOR rate was 4.39 % at December 31, 2022. (2) SOFR rates were 5.35 % and 4.36 % at December 31, 2023 and December 31, 2022, respectively. 125 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (3) Base Rate, as defined in the secured credit facility agreement, is the greater of (i) the prime rate set by Bank of America, (ii) federal funds rate + 0.50 %, (iii) Term SOFR + 1.00 %, or (iv) 1.00 %. (4) On July 31, 2023, we entered into a new $ 200.0 million secured credit facility comprised of a $ 150.0 million term loan and a $ 50.0 million secured revolving credit facility with a three-year initial term and one one-year extension option, subject to satisfaction of certain conditions. The new facility is interest only and bears interest at a rate of SOFR + 2.35 % to 3.10 %. Proceeds from the facility were used to repay the mortgage loans secured by Bardessono Hotel & Spa, Hotel Yountville, and The Ritz-Carlton Sarasota. (5) On December 22, 2023, we entered into a new $ 110.6 million loan secured by Capital Hilton. The new mortgage loan is interest only and bears interest at a rate of SOFR + 3.75 %, has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions, and has a SOFR floor of 2.00 %. The Hilton La Jolla Torrey Pines remains encumbered by the original mortgage loan, which was partially paid down to a remaining balance of $ 66.6 million. (6) On February 5, 2024, we amended this mortgage loan. Terms of the amendment included extending the maturity date by six months from February 2024 to August 2024, and converting the interest rate from a variable rate of SOFR + 1.70 % to a fixed rate of 9.00 %. (7) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised February 2024. (8) On January 18, 2023, we repaid this mortgage loan. (9) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the fourth was exercised in June 2023. In accordance with exercising the fourth one-year extension option, we repaid $ 142.0 million of principal and the variable interest rate increased from LIBOR + 2.16 % to LIBOR + 2.61 %. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate increased from LIBOR + 2.61 % to SOFR + 2.66 %. (10) This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate increased from LIBOR + 3.60 % to SOFR + 3.66 %. This mortgage loan has a SOFR floor of 1.50 %. (11) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in August 2023. This loan transitioned from LIBOR to SOFR in July 2023 and the variable interest rate increased from LIBOR + 3.95 % to SOFR + 4.04 %. This mortgage loan has a SOFR floor of 1.00 %. (12) On January 29, 2024, we amended this mortgage loan. Terms of the amendment included extending the current maturity date one year to August 2025, and the variable rate increased from SOFR + 4.04 % to SOFR 4.35 %. This amended mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 4.00 %. (13) On January 3, 2024, we amended this mortgage loan. Terms of the amendment included extending the current maturity date one year to September 2025, and the variable rate increased from SOFR + 1.95 % to SOFR + 3.60 %. This amended mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. (14) On October 31, 2023, we amended this mortgage loan. Terms of the amendment included extending the current maturity date one year to January 2025, and the variable interest rate increased from SOFR + 2.20 % to SOFR + 3.60 %. This amended mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. (15) On September 29, 2023, we amended this mortgage loan. Terms of the amendment included increasing the outstanding principal from $ 100.0 million to $ 140.0 million, and extending the current maturity date by one year to December 2026. This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 1.00 %. (16) The final maturity date assumes all available extension 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 certain of our hotels. 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 amortized principal was approximately $ 1.7 million, $ 2.0 million and $ 3.4 million, respectively, for the years ended December 31, 2023, 2022 and 2021. On January 18, 2023, the Company repaid its $ 54.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which resulted in a gain on extinguishment of debt of $ 2.3 million for the year ended December 31, 2023. The gain was primarily attributable to the premium that was recorded upon the assumption of the mortgage loan when the hotel was acquired. 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 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. For the years ended December 31, 2023, 2022 and 2021, the Company recorded coupon interest expense of $ 3.9 million, $ 3.9 million and $ 2.4 million, respectively. 126 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For the years ended December 31, 2023, 2022 and 2021, the Company recorded discount amortization of $ 589,000 , $ 553,000 and $ 974,000 , respectively, related to the initial purchase discount, with the remaining discount balance 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. Credit Facility On July 31, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with Braemar OP (the “Borrower”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and L/C Issuer (as defined in the Credit Agreement). Bank of America, N.A. acted as administrative agent and lead arranger on the transaction. Syndicate bank participants include TBK Bank and MidFirst Bank. The Credit Agreement, as amended by the First Amendment to Credit Agreement, dated as of February 21, 2024, evidences a $ 200 million secured credit facility (the “Facility”) comprised of a secured term loan facility of $ 150 million (the “Term Loan Facility”) and a secured revolving credit facility of $ 50 million (the “Revolving Credit Facility”). Upon satisfaction of certain conditions, including the addition of new Borrowing Base Properties (as defined in the Credit Agreement), the Facility may be increased to an amount of not more than $ 400 million in the aggregate. The maximum availability under the Facility is determined on a quarterly basis and limited to the lesser of (i) $ 200 million (subject to increase of up to $ 400 million in the aggregate); (ii) 55 % of the appraised value of all Borrowing Base Properties; and (iii) the DSC Amount (as defined below). The initial Borrowing Base Properties include the Company’s Ritz-Carlton Sarasota, Bardessono Hotel and Spa and Hotel Yountville hotel properties (the “Initial Borrowing Base Properties”). The “DSC Amount” means the maximum principal amount that can be supported from the Adjusted NOI (as defined in the Credit Agreement) from the Borrowing Base Properties assuming: (i) a 30-year amortization and an interest rate which is the greater of (a) the ten ( 10 ) year U.S. Treasury Rate plus 2.50 % and (b) 7.50 %; and (ii) a minimum debt service coverage of 1.55 to 1.00. The proceeds of the Term Loan Facility were used to repay the mortgage debt associated with The Ritz-Carlton Sarasota, Bardessono Hotel and Spa and Hotel Yountville, which serve as the Initial Borrowing Base Properties for the financing. In addition, at closing, the Company drew down approximately $ 46 million under the Revolving Credit Facility. The Facility is a three-year , interest-only facility with all outstanding principal due at maturity, with a one-year extension option, subject to the satisfaction of certain conditions, including the payment of an Extension Fee (as defined in the Credit Agreement) equal to 20 basis points ( 0.20 %) of the outstanding Facility amount. The Credit Agreement is guaranteed by the Company, the Borrower and certain other eligible subsidiaries of the Company and secured by: (i) perfected lien mortgages or deeds of trust and security interests in the Borrowing Base Properties (as defined in the Credit Agreement); (ii) assignments of leases and rents with respect to the Borrowing Base Properties; (iii) assignments of all management agreements, franchise agreements, licenses and other material agreements relating to the Borrowing Base Properties; (iv) perfected first priority liens on all reserve accounts and all operating accounts related to each Borrowing Base Property; and (v) perfected first priority liens on and security interests in each subsidiary guarantor owning a Borrowing Base Property. 127 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Borrowings under the Credit Agreement will bear interest at Daily SOFR or Term SOFR plus 10 basis points (with a 0 % floor) plus the applicable margin. Depending on the Company’s Net Debt to EBITDA ratio, the applicable margin for SOFR ranges from 2.25 % to 3.00 %. Default interest would accrue at the applicable rate plus 2.0 %. The Facility contains customary terms, covenants, negative covenants, events of default, limitations and other conditions for credit facilities of this type. Subject to certain exceptions, the Company and the Borrower are subject to restrictions on incurring additional indebtedness and liens, investments, mergers and fundamental changes, sales or other dispositions of property, dividends and stock redemptions, changes in the nature of the Borrower’s business, transactions with affiliates and burdensome agreements. Financial covenants are generally based on the financial condition and results of operations of the Company and its consolidated subsidiaries and include, among others, the following: (i) a Consolidated Leverage Ratio (i.e., Consolidated Net Debt to the Consolidated Total Asset Value) of not more than 55 %; and (ii) a Consolidated Fixed Charge Coverage Ratio (FCCR) (i.e., the ratio of Consolidated Adjusted EBITDA to Consolidated Fixed Charges) of not less than (i) prior to December 31, 2024, 1.1 to 1.0 and (ii) thereafter, 1.25 to 1.0. The Credit Agreement includes customary events of default, and the occurrence of an event of default will permit the Lenders to terminate commitments to lend under the Credit Agreement and accelerate payments of all amounts outstanding thereunder. Effective June 30, 2023, LIBOR is no longer published. Accordingly, all variable interest rate mortgage loans held by the Company that used the LIBOR index transitioned to SOFR beginning on July 1, 2023. Not all lenders executed loan amendment documents and instead deferred to original loan documents that dictate changes in index rates. 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 December 31, 2023, we were in compliance with all covenants. Maturities and scheduled amortization of indebtedness as of December 31, 2023, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands): 2024 $ 582,780 2025 53,413 2026 536,850 2027 — 2028 — Thereafter — Total $ 1,173,043 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. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our consolidated statements of operations. 128 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes the interest rate derivatives we entered into over the applicable periods: Year Ended December 31, Interest rate caps: (1) 2023 2022 2021 Notional amount (in thousands) $ 537,780 $ 776,500 $ 882,500 Strike rate low end of range 3.50 % 3.50 % 0.75 % Strike rate high end of range 5.25 % 4.50 % 4.00 % Effective date range January 2023 - December 2023 February 2022-December 2022 January 2021 - September 2021 Termination date range January 2024 - January 2026 May 2023- January 2025 February 2022 - August 2024 Total cost of interest rate caps (in thousands) $ 5,051 $ 3,030 $ 200 _______________ (1) No instruments were designated as cash flow hedges. Interest rate derivatives consisted of the following: Interest rate caps: (1) December 31, 2023 December 31, 2022 Notional amount (in thousands) $ 778,280 $ 960,500 Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 5.25 % 4.50 % Termination date range January 2024 - January 2025 January 2023- January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 777,693 $ 959,000 _______________ (1) No instruments were designated as cash flow hedges. Warrants —On August 5, 2021, as part of the consideration paid to acquire the Cameo Beverly Hills (formerly known as 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 warrants by cash or by net issue exercise, in which event the Company shall issue to the holder a number of warrant shares which reflect the fair market value of the Company’s common stock. As of December 31, 2023, no warrants have been exercised. The initial fair value of the warrants 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 consolidated balance sheets and changes in value are reported as a component of “realized and unrealized gain (loss) on derivatives” on the consolidated statements of operations. This is a Level 2 valuation technique. 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 marketplace 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. 129 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) • 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. The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. 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 December 31, 2023, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.352 % to 3.403 % 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 December 31, 2023 Assets Derivative assets: Interest rate derivatives - caps $ — $ 2,847 $ — $ 2,847 Total $ — $ 2,847 $ — $ 2,847 (1) Liabilities Derivative liabilities: Warrants $ — $ ( 12 ) $ — $ ( 12 ) (2) Net $ — $ 2,835 $ — $ 2,835 Quoted Market Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total December 31, 2022 Assets Derivative assets: Interest rate derivatives - caps $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 $ — $ 6,482 (1) Liabilities Derivative liabilities: Warrants $ — $ ( 284 ) $ — $ ( 284 ) (2) Net $ — $ 6,198 $ — $ 6,198 __________________ (1) Reported as “derivative assets” in our consolidated balance sheets. (2) Reported as “derivative liabilities” in our consolidated balance sheets. 130 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Year Ended December 31, 2023 2022 2021 Assets Derivative assets: Interest rate derivatives - caps $ ( 935 ) $ 3,810 $ ( 62 ) Total $ ( 935 ) $ 3,810 $ 55 Liabilities Derivative liabilities: Warrants $ 272 $ 1,151 $ 94 Net $ ( 663 ) $ 4,961 $ 149 Total combined Interest rate derivatives - caps $ ( 8,685 ) $ 3,313 ( 62 ) Warrants 272 1,151 94 Unrealized gain (loss) on derivatives $ ( 8,413 ) (1) $ 4,464 (1) $ 32 (1) Realized gain (loss) on interest rate caps 7,750 (1) (2) 497 (1) (2) — Net $ ( 663 ) $ 4,961 $ 32 ________ (1) Reported in “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations. (2) Represents settled and unsettled payments from counterparties on interest rate caps. 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. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): December 31, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 2,847 $ 2,847 $ 6,482 $ 6,482 Financial liabilities measured at fair value: Derivative liabilities $ 12 $ 12 $ 284 $ 284 Financial assets not measured at fair value: Cash and cash equivalents $ 85,599 $ 85,599 $ 261,541 $ 261,541 Restricted cash 80,904 80,904 54,155 54,155 Accounts receivable, net 39,199 39,199 51,448 51,448 Due from related parties, net — — 938 938 Due from third-party hotel managers 17,739 17,739 26,625 26,625 Financial liabilities not measured at fair value: Indebtedness $ 1,171,459 $ 1,124,377 $ 1,337,250 $ 1,294,391 Accounts payable and accrued expenses 149,867 149,867 133,978 133,978 Dividends and distributions payable 9,158 9,158 8,184 8,184 Due to Ashford Inc. 1,471 1,471 10,005 10,005 Due to related parties, net 603 603 — — Due to third-party hotel managers 1,608 1,608 2,096 2,096 131 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 to/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 96.0 % of the carrying value of $ 1.2 billion at December 31, 2023, and approximately 96.8 % of the carrying value of $ 1.3 billion at December 31, 2022. These fair value estimates are considered a Level 2 valuation technique. 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): Year Ended December 31, 2023 2022 2021 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ ( 27,017 ) $ 17,761 $ ( 26,664 ) Less: dividends on preferred stock ( 42,304 ) ( 21,503 ) ( 8,745 ) Less: deemed dividends on preferred stock ( 4,719 ) ( 6,954 ) — Less: dividends on common stock ( 13,164 ) ( 5,598 ) — Less: loss on extinguishment of preferred stock - Series B — — ( 4,595 ) Less: dividends on unvested performance stock units ( 226 ) ( 36 ) — Add: claw back of dividends on cancelled performance stock units — 7 143 Less: dividends on unvested restricted shares ( 33 ) ( 38 ) — Undistributed net income (loss) allocated to common stockholders ( 87,463 ) ( 16,361 ) ( 39,861 ) Add back: dividends on common stock 13,164 5,598 — Distributed and undistributed net income (loss) - basic and diluted $ ( 74,299 ) $ ( 10,763 ) $ ( 39,861 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 65,989 69,687 52,684 Weighted average common shares outstanding – diluted 65,989 69,687 52,684 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ ( 1.13 ) $ ( 0.15 ) $ ( 0.76 ) Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ ( 1.13 ) $ ( 0.15 ) $ ( 0.76 ) 132 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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): Year Ended December 31, 2023 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ 33 $ 38 $ — Income (loss) allocated to unvested performance stock units 226 30 — Income (loss) attributable to redeemable noncontrolling interests in operating partnership ( 5,230 ) ( 476 ) ( 3,597 ) Dividends on preferred stock - Series B 4,233 4,233 4,747 Loss on extinguishment of preferred stock - Series B — — 4,595 Interest expense on Convertible Senior Notes 4,470 4,435 3,378 Dividends on preferred stock - Series E (inclusive of deemed dividends) 34,817 18,969 683 Dividends on preferred stock - Series M (inclusive of deemed dividends) 4,673 1,955 15 Total $ 43,222 $ 29,184 $ 9,821 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 3 39 99 Effect of unvested performance stock units 273 — — Effect of assumed conversion of operating partnership units 5,487 5,907 4,980 Effect of assumed conversion of preferred stock - Series B 4,116 4,116 4,614 Effect of assumed conversion of exchanged preferred stock - Series B — — 364 Effect of contingently issuable shares — 1 — Effect of assumed conversion of Convertible Senior Notes 13,609 13,609 8,450 Effect of assumed conversion of preferred stock - Series E 126,832 34,730 1,345 Effect of assumed conversion of preferred stock - Series M 14,740 3,366 32 Total 165,060 61,768 19,884 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 December 31, 2023, there were approximately 1.5 million unvested Performance LTIP units, representing 200 % of the target, outstanding. With respect to the 2021, 2022 and 2023 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, 2022 and 2023 133 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 applicable measurement 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. As of December 31, 2023, approximately 840,000 Performance LTIP units granted in 2021, deemed to have met the performance conditions, became fully vested at 200 % of the target. As of December 31, 2023, we have issued a total of approximately 3.0 million LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units, other than approximately 614,000 LTIP units and 353,000 Performance LTIP units issued from March 2015 to May 2023, had reached full economic parity with, and are convertible into, common units. The following table presents compensation expense for Performance LTIP units and LTIP units (in thousands): Year Ended December 31, Type Line Item 2023 2022 2021 Performance LTIP units Advisory services fee $ 4,445 $ 4,301 $ 1,765 LTIP units Advisory services fee 1,039 1,229 1,372 LTIP units Corporate, general and administrative 14 28 12 LTIP units - independent directors Corporate, general and administrative 182 252 164 Total $ 5,680 $ 5,810 $ 3,313 The unamortized cost of the unvested Performance LTIP units of approximately $ 2.7 million at December 31, 2023 will be expensed over a period of 2.0 years with a weighted average period of 1.2 years. The unamortized cost of the unvested LTIP units of approximately $ 211,000 at December 31, 2023, will be amortized over a period of 0.2 years with a weighted average period of 0.2 years. A summary of the activity of the units in our operating partnership is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Units outstanding at beginning of year 8,283 7,158 4,277 LTIP units issued 44 44 469 Performance LTIP units issued 353 1,194 840 Common units issued for hotel acquisition — — 2,500 Units redeemed for shares of common stock — — ( 868 ) Units redeemed for cash ( 1,456 ) — — Performance LTIP units cancelled — ( 113 ) ( 60 ) Units outstanding at end of year 7,224 8,283 7,158 Units convertible/redeemable at end of year 4,292 5,841 5,533 The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: December 31, 2023 December 31, 2022 Redeemable noncontrolling interests in Braemar OP (in thousands) $ 32,395 $ 40,555 Adjustments to redeemable noncontrolling interests (1) (in thousands) $ 66 $ 70 Ownership percentage of operating partnership 6.63 % 7.69 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. 134 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Year Ended December 31, 2023 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 5,230 $ 476 $ 3,597 Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 1,444 $ 665 — Performance LTIP dividend claw back upon cancellation — ( 4 ) ( 38 ) The following table presents the common units redeemed and the fair value at redemption (in thousands): Year Ended December 31, 2023 2022 2021 Common units converted to common stock — — 868 Fair value of common units converted $ — $ — $ 4,122 (1) ____________________________________ (1) The redemption value is the greater of historical cost or fair value. The historical cost of the converted units was $ 4.6 million. The following table presents the common units redeemed for cash (in thousands): Year Ended December 31, 2023 2022 2021 Units redeemed 1,456 — — Cash value of common units redeemed $ 7,162 (1) — — ____________________________________ (1) Includes Mr. Monty J. Bennett’ s 1.4 million common units redeemed for cash of approximately $ 7.0 million during February 2023. 12. Equity Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Year Ended December 31, 2023 2022 2021 Common stock dividends declared $ 13,423 $ 5,665 $ — 8.25 % Series D Cumulative Preferred Stock —At December 31, 2023 and 2022, there were 1.6 million shares of 8.25 % Series D cumulative preferred stock outstanding. The Series D cumulative 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 cumulative convertible 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. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash (on or after November 20, 2023), in whole or from time to time in part, at a redemption price of $ 25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series D cumulative preferred stock is convertible into a maximum 5.12295 shares of our common stock. The actual number is based on a formula as defined in the Series D cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series D cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series D cumulative preferred stock to common stock have not been met as of period end. Therefore, Series D cumulative preferred stock will not impact our earnings per share. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.25 % of the $ 25.00 liquidation preference (equivalent to an annual dividend rate of $ 2.0625 per share). In general, Series D cumulative preferred stockholders have no voting rights. 135 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Series D Preferred Stock dividend for all issued and outstanding shares is set at $ 2.0625 per annum per share. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2023 2022 2021 Series D Cumulative Preferred Stock $ 3,300 $ 3,300 $ 3,300 Stock Repurchases —On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $ 0.01 per share, having an aggregate value of up to $ 25 million. The board of directors’ authorization replaced any previous repurchase authorizations. During the year ended December 31, 2023, we repurchased 3.9 million shares of our common stock for approximately $ 18.9 million. During the year ended December 31, 2022, we repurchased 1.5 million shares of our common stock for approximately $ 6.1 million. As of December 31, 2023, the Company has completed the $ 25 million repurchase authorization. We repurchased approximately 83,000 , 262,000 and 50,000 shares of our common stock in 2023, 2022 and 2021, respectively, to satisfy employees’ statutory minimum U.S. federal income tax obligations in connection with vesting of equity grants issued under our stock-based compensation plan. At-the-Market Common Stock Equity Distribution Program —On December 11, 2017, the Company established an “at-the-market” equity distribution program pursuant to which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 50 million. As of December 31, 2023, the Company has sold approximately 7.4 million shares of common stock and received net proceeds of approximately $ 30.5 million under this program. The issuance activity is summarized below (in thousands): Year Ended December 31, 2023 2022 2021 Common shares issued — — 2,711 Gross proceeds received $ — $ — $ 16,119 Commissions — — 202 Net proceeds $ — $ — $ 15,917 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. The agreement terminated on February 4, 2024. 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 136 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) additional amounts to reimburse or otherwise compensate YA in connection with the transaction except for a $ 10,000 structuring fee. As of December 31, 2023, 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): Year Ended December 31, 2023 2022 2021 Common shares sold to YA — — 1,700 Proceeds received $ — $ — $ 10,000 On July 12, 2021, the Company entered into an 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 December 31, 2023, 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): Year Ended December 31, 2023 2022 2021 Common shares issued — — 4,712 Gross proceeds received $ — $ — $ 24,020 Commissions — — 240 Net proceeds $ — $ — $ 23,780 Noncontrolling Interest in Consolidated Entities —A partner has a noncontrolling ownership interest of 25 % in two hotel properties with a total carrying value of $( 8.9 ) million and $( 16.3 ) million at December 31, 2023 and 2022, respectively. The following table summarizes the (income) loss allocated to the noncontrolling interest in consolidated entities (in thousands): Year Ended December 31, 2023 2022 2021 (Income) loss from consolidated entities attributable to noncontrolling interests $ ( 1,619 ) $ ( 2,063 ) $ 2,650 13. Redeemable 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 137 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 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 a federal 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. On December 4, 2019, we entered into equity distribution agreements with certain sales agents to sell from time to time shares of our Series B Convertible Preferred Stock having an aggregate offering price of up to $ 40.0 million. Sales of shares of our Series B Convertible Preferred Stock may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE, the existing trading market for our Series B Convertible Preferred Stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0 % of the gross sales price of the shares of our Series B Convertible Preferred Stock sold through such sales agents. As of December 31, 2023, we have sold approximately 65,000 shares of our Series B Convertible Preferred Stock and received proceeds of approximately $ 1.2 million under this program. 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): Year Ended December 31, 2023 2022 2021 Series B Convertible Preferred Stock $ 4,233 $ 4,233 $ 4,747 During the year ended December 31, 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): Year Ended December 31, 2021 Preferred Shares Tendered Common Shares Issued Series B Convertible Preferred Stock 1,953 7,291 There were no preferred stock exchanges for the years ended December 31, 2023 and 2022. 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 offered a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering at a price of $ 25.00 per share. On February 21, 2023, the Company announced the closing of its Series E Preferred Stock offering. 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, 138 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 (voting together as a single class with all other classes or series of capital stock ranking on a parity with the 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 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 number 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: • 8.00 % 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 • 7.50 % per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing. Dividends are payable on a monthly basis in arrears on the 15th day of each month (or, if such payment date is not a business day, the next succeeding business day) 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 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): Year Ended December 31, 2023 2022 2021 Series E Preferred Stock shares issued (1) 3,798 10,914 1,709 Net proceeds (1) $ 85,444 $ 245,575 $ 38,450 __________________ (1) Exclusive of shares issued under the DRIP. 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. 139 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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): December 31, 2023 December 31, 2022 Series E Preferred Stock $ 377,035 $ 291,076 Cumulative adjustments to Series E Preferred Stock (1) $ 13,337 $ 9,403 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2023 2022 2021 Series E Preferred Stock $ 30,883 $ 12,694 $ 683 The redemption activities of Series E Preferred Stock is summarized below (in thousands): Year Ended December 31, 2023 2022 2021 Series E Preferred Stock shares redeemed 272 14 $ — Redemption amount, net of redemption fees $ 6,423 $ 365 $ — 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 offered a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $ 0.01 ) in a primary offering at a price of $ 25.00 per share (or “Stated Value”). On February 21, 2023, the Company announced the closing of its Series M Preferred Stock offering. 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 (voting together as a single class with all other classes or series of capital stock ranking on a parity with the 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. 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 M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series M Preferred Stock into a maximum of 5.69476 shares of our common stock. 140 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 in the Articles Supplementary) 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 number 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 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 are payable on a monthly basis and in arrears on the 15th day of each month (or, if such payment date is not a business day, on the next succeeding business day) 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 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): Year Ended December 31, 2023 2022 2021 Series M Preferred Stock shares issued (1) 531 1,402 29 Net proceeds (1) $ 12,869 $ 34,009 $ 704 __________________ (1) Exclusive of shares issued under the DRIP. 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): December 31, 2023 December 31, 2022 Series M Preferred Stock $ 45,623 $ 35,182 Cumulative adjustments to Series M Preferred Stock (1) $ 1,597 $ 812 __________________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Year Ended December 31, 2023 2022 2021 Series M Preferred Stock $ 3,888 $ 1,276 $ 15 141 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The redemption activities of Series M Preferred Stock is summarized below (in thousands): Year Ended December 31, 2023 2022 2021 Series M Preferred Stock shares redeemed 137 5 — Redemption amount, net of redemption fees $ 3,395 $ 134 $ — 14. Stock-Based Compensation Under the 2013 Equity Incentive Plan, as amended, we are authorized to grant 8.2 million restricted stock or performance stock units of our common stock as incentive stock awards. At December 31, 2023, approximately 1.6 million shares were available for future issuance under the 2013 Equity Incentive Plan. 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. At December 31, 2023, the unamortized cost of unvested shares of restricted stock was $ 236,000 , which is expected to be recognized over a period of 0.2 years with a weighted average period of 0.2 years. The following table summarizes the stock-based compensation expense for restricted stock (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Advisory services fee $ 1,162 $ 2,195 $ 3,028 Management fees 11 26 56 Corporate general and administrative 101 126 111 Corporate general and administrative - independent directors 182 252 322 $ 1,456 $ 2,599 $ 3,517 A summary of our restricted stock activity is as follows (shares in thousands): Year Ended December 31, 2023 2022 2021 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 437 $ 6.46 957 $ 6.94 536 $ 7.98 Restricted shares granted 45 4.07 45 5.63 764 7.02 Restricted shares vested ( 312 ) 5.82 ( 543 ) 5.86 ( 317 ) 6.31 Restricted shares forfeited ( 3 ) 6.90 ( 22 ) 6.77 ( 26 ) 6.94 Outstanding at end of year 167 $ 7.02 437 $ 6.46 957 $ 6.94 The fair value of restricted stock vested during the years ended December 31, 2023, 2022 and 2021 was approximately $ 1.3 million, $ 3.1 million and $ 2.1 million, respectively. 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. With respect to the 2021, 2022 and 2023 award agreements, the compensation committee utilizes a 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, 2022 and 2023 performance grants are based on performance conditions under the relevant literature, and the 2021, 2022 and 2023 performance grants were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as 142 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) the service is rendered, based on the corresponding measurement 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. During the years ended 2022 and 2021, 225,000 PSUs granted in 2020 and 223,000 PSUs granted in 2019, were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $ 7,000 and $ 143,000 , respectively. The following table summarizes the compensation expense for PSUs (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Advisory services fee $ 2,108 $ 2,876 3,374 At December 31, 2023, the unamortized cost of unvested PSUs was $ 1.1 million, which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.9 years. A summary of our PSU activity is as follows (shares in thousands): Year Ended December 31, 2023 2022 2021 Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Number of Units Weighted Average Price at Grant Outstanding at beginning of year 335 $ 5.84 671 $ 5.84 448 $ 11.71 PSUs granted 383 4.07 41 5.63 446 7.01 PSUs vested ( 294 ) 7.01 ( 152 ) 4.69 — — PSUs canceled — — ( 225 ) 3.51 ( 223 ) 19.96 Outstanding at end of year 424 $ 4.22 335 $ 5.84 671 $ 5.84 15. 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, PSUs and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services. 143 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes the advisory services fees incurred (in thousands): Year Ended December 31, 2023 2022 2021 Advisory services fee Base advisory fee $ 13,982 $ 12,790 $ 10,806 Reimbursable expenses (1) 8,353 4,653 2,297 Equity-based compensation (2) 8,754 10,601 9,538 Incentive fee — 803 — Total $ 31,089 $ 28,847 $ 22,641 ________ (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. On September 27, 2022, an agreement was entered into by Ashford Inc., Ashford Trust and Braemar pursuant to which the Advisor is to implement the REITs’ cash management strategies. This will include actively managing the REITs excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is equal to the lesser of (i) 20 bps of the average daily balance of the funds managed by the Advisor and (ii) the actual rate of return realized by the cash management strategies; provided that in no event will the cash management fee be less than zero. The fee is payable monthly in arrears. On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “2022 Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. The advisory agreement: (i) allocates responsibility for certain employee costs between the Company and its advisor; and (ii) permits the Company’s board of directors to issue annual equity awards in the Company or Braemar OP to employees and other representatives of its advisor based on achievement by the Company of certain financial or other objectives or otherwise as the Company’s board of directors sees fit. Pursuant to the 2022 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 have limited our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2022 cash incentive compensation to employees and other representatives of our advisor. On March 2, 2023, the Company entered into a second Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Braemar OP, Braemar TRS and its advisor. Pursuant to the 2023 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 our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor. On March 11, 2024, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “Advisory Agreement Limited Waiver”). Pursuant to the Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2024, cash incentive compensation to employees and other representatives of the Advisor. Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage. Under the advisory agreement, Ashford Inc. secures casualty insurance policies to cover Ashford Trust, Braemar, Stirling OP, 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. has managed the casualty insurance program and beginning in December 2023, Warwick Insurance Company ("Warwick"), a subsidiary of Ashford Inc., provides and manages the general liability, workers’ compensation and business automobile insurance policies within the casualty insurance program. Each year Ashford Inc. collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis . Lismore We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications on our behalf. 144 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) During June 2023, we entered into various 12-month agreements with Lismore to seek modifications or refinancings of certain mortgage debt of the Company. For the year ended December 31, 2023, we incurred fees of approximately $ 150,000 to Lismore in nonrefundable work fees and $ 214,000 of success fees. The unamortized non-refundable work fees are included in “other assets” on the consolidated balance sheet, and are amortized on a straight line basis over the term of the agreements. In addition to the fees described above, we incurred fees from Lismore or its subsidiaries of $ 2.1 million, $ 1.4 million and $ 491,000 for the years ended December 31, 2023, 2022 and 2021, respectively. Ashford Securities On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by Ashford Inc., Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Beginning on the effective date of the Amended and Restated Contribution Agreement, costs were allocated based upon an allocation percentage of 50 % to Ashford Inc., 50 % to Braemar and 0 % to Ashford Trust. Upon reaching the earlier of $ 400 million in aggregate capital raised, or June 10, 2023, there was to be a true up (the “Amended and Restated True-Up Date”) among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by each company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-up Ratio”). On January 27, 2022, Ashford Trust, Braemar and Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an additional $ 18 million in expenses to be reimbursed with all expenses allocated 45 % to Ashford Trust, 45 % to Braemar and 10 % to Ashford Inc. On February 1, 2023, Braemar entered into a Third Amended and Restated Contribution Agreement, which provided that after the Amended and Restated True-Up Date, capital contributions for the remainder of fiscal year 2023 would be divided between each Party based on the Initial True-Up Ratio, there would be a true up reflecting amounts raised by Ashford Securities since June 10, 2019, and thereafter, the capital contributions would be divided among each Party in accordance the cumulative ratio of capital raised by the Parties. However, effective January 1, 2024, Braemar entered into a Fourth Amended and Restated Contribution Agreement with Ashford Inc. and Ashford Trust which states that, notwithstanding anything in the prior contribution agreements: (1) the Parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter will be based on the ratio of the amounts raised by each Party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the Parties through Ashford Securities the prior quarter. To the extent contributions made by any of the Parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the Parties shall make true up payments to each other to settle the difference. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Braemar had funded approximately $ 5.8 million and had a payable, included in “due to Ashford Inc., net” on the consolidated balance sheet, of approximately $ 6.6 million. In March 2023, Braemar paid Ashford Inc. $ 8.7 million as a result of the contribution true-up between entities described above. As of December 31, 2023, Braemar has funded approximately $ 20.9 million. As of December 31, 2023, Braemar has a pre-funded balance of approximately $ 693,000 that is included in “other assets” and a receivable of approximately $ 3.5 million that is included in “due to Ashford Inc., net” on the consolidated balance sheet. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Corporate, general and administrative $ 4,330 $ 9,461 $ 1,983 Design and Construction Services Premier Project Management LLC (“Premier”), a subsidiary of Ashford Inc., 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 145 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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). Subsequent to December 31, 2023, the agreement was amended resulting in such fees being payable monthly as the service is delivered based on percentage complete, as reasonably determined by Premier for each service, or payable as set forth in other agreements. Hotel Management Services At December 31, 2023, Remington Hospitality managed four of our 16 hotel properties. We pay monthly hotel management fees equal to the greater of approximately $ 17,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues as well as annual incentive management fees, if certain operational criteria were met and other general and administrative expense reimbursements primarily related to accounting services. Summary of Transactions In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, has a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands): Year Ended December 31, 2023 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Assets (3) Preferred Stock (4) Other Hotel Revenue Other Hotel Expenses Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 3 $ — $ — $ — $ — $ — $ — $ — $ 3 $ — $ — $ — Ashford Securities Broker/Dealer 6,385 — — — 1,972 — — — — — 4,413 — INSPIRE Audio visual services 4,165 — — — — 4,268 — — — — 103 — Lismore Capital Debt placement and related services 2,426 — 987 150 — — — — — — — 1,289 OpenKey Mobile key app 41 — — — — — 41 — — — — — Premier Design and construction services 12,652 11,618 — — — — — — — 1,034 — — Pure Wellness Hypoallergenic premium rooms 149 — — — — — 149 — — — — — RED Leisure Watersports activities and travel/transportation services 427 — — — — 308 692 — — — 43 — Remington Hospitality Hotel management services (4) 3,913 — — — — — 1,394 2,519 — — — — Year Ended December 31, 2022 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Hotel Revenue Other Hotel Expenses Management fees Preferred Stock (4) Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Ashford LLC Insurance claims services $ 3 $ — $ — $ — $ — $ — $ — $ 3 $ — $ — Ashford Securities Broker/Dealer 9,735 — — — — — 274 — — 9,461 Ashford Securities Dealer Manager Fees 5,766 — — — — — 5,766 — — — INSPIRE Audio visual services 3,800 — — 3,800 — — — — — — Lismore Capital Debt placement and related services 750 — 750 — — — — — — — Lismore Capital Broker Services 637 — 637 — — — — — — — OpenKey Mobile key app 39 — — — 39 — — — — — Premier Design and construction services 9,875 9,262 — — — — — — 613 — Pure Wellness Hypoallergenic premium rooms 150 — — — 150 — — — — — RED Leisure Watersports activities and travel/transportation services 525 — — 236 761 — — — — — Remington Hospitality Hotel management services (4) 4,288 — — — 1,416 2,872 — — — — 146 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Year Ended December 31, 2021 Company Product or Service Total Investments in Hotel Properties, net (1) Indebtedness, net (2) Other Assets Other Hotel Revenue Other Hotel Expenses Preferred Stock (4) Management fees Property Taxes, Insurance and Other Advisory Services Fee Corporate General and Administrative Write-off of Premiums, Loan Costs and Exit Fees Ashford LLC Insurance claims services $ 7 $ — $ — $ — $ — $ — $ — $ — $ 7 $ — $ — $ — Ashford Securities Broker/Dealer 1,983 — — — — — — — — — 1,983 — Ashford Securities Dealer Manager Fees 410 — — — — — 410 — — — — — INSPIRE Audio visual services 1,001 — — — 1,001 — — — — — — — Lismore Capital Debt placement and related services 491 — 150 — — — — — — — — 341 Lismore Capital Broker services 3 — — — — — — — — — — 3 OpenKey Mobile key app 38 — — — — 38 — — — — — — Premier Design and construction services 3,009 2,653 — — — — — — — 356 — — Pure Wellness Hypoallergenic premium rooms 141 — — — — 141 — — — — — — RED Leisure Watersports activities and travel/transportation services 321 — — — 321 — — — — — — — Remington Hospitality Hotel management services (4) 3,243 — — — — 934 — 2,309 — — — — ________ (1) Recorded in FF&E and depreciated over the estimated useful life. (2) Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement. (3) Represents the amortization of the Lismore work fees and success fees. (4) Recorded as a reduction of Series E and Series M Redeemable Preferred Stock proceeds. (5) Other hotel expenses include incentive hotel management fees and other hotel management costs. The following table summarizes the components of due to Ashford Inc. (in thousands): Due to (from) Ashford Inc. Company Product or Service December 31, 2023 December 31, 2022 Ashford LLC Advisory services $ 1,004 $ 1,576 Ashford LLC Casualty Insurance 608 — Ashford LLC Insurance claims services 1 2 INSPIRE Audio visual services 483 952 OpenKey Mobile key app 5 — Ashford Securities Contribution Agreement ( 3,522 ) — Ashford Securities Capital raise services 19 6,514 Premier Design and construction services 2,674 829 RED Leisure Watersports activities and travel/transportation services 199 132 $ 1,471 $ 10,005 As of December 31, 2023, due to related parties, net included a net payable to Remington Hospitality of $ 603,000 . As of December 31, 2022, due from related parties, net included a net receivable of $ 573,000 . These amounts are primarily related to advances made by Braemar, accrued base and incentive management fees and casualty insurance premiums. 16. Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at December 31, 2023, 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 3 % to 5 % of gross revenues for capital improvements. Licensing Fees —In conjunction with the Cameo Beverly Hills (formerly known as “Mr. C. Beverly Hills Hotel”) acquisition on August 5, 2021, we entered into an Intellectual Property Sublicense Agreement, which allowed us to continue to use certain proprietary marks associated with the Mr. C brand name. In return, we paid 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 expired on August 5, 2023. The table below summarizes the licensing fees incurred (in thousands): Year Ended December 31, Line Item 2023 2022 2021 Other hotel expenses $ 322 $ 467 $ 133 Management Fees —Under hotel management agreements for our hotel properties existing at December 31, 2023, we pay a monthly hotel management fee equal to the greater of approximately $ 17,000 per hotel (increased annually based on 147 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 2027 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 2019 through 2023 remain subject to potential examination by certain federal and state taxing authorities. Litigation —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: (i) 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 (ii) 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. The opt out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of December 31, 2023, no amounts have been accrued. On June 8, 2022 a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines. The complaint includes claims for unpaid wages, meal and rest break violations, and unreimbursed business expenses, along with various derivative claims including wage statement, final pay, and PAGA claims. On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement. At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $ 3.5 million, which the parties are still considering. The allocation to Hilton La Jolla Torrey Pines would be approximately $ 371,000 , which has been accrued as of December 31, 2023. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disability Act and similar state laws). 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. During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain employee personal information. We have completed an investigation and have identified certain employee information that may have been exposed, but we have not identified that any customer information was exposed. All systems have been restored. We believe that we maintain a sufficient level of insurance coverage related to such events, and the related incremental costs incurred to date are immaterial. In February of 2024, two class action lawsuits were filed related to the cyber incident. The suits are currently pending in the U.S. District Court for the Northern District of Texas. We intend to vigorously defend these matters and do not believe that any potential loss is reasonably estimable at this time. It is reasonably possible that the Company may incur additional costs related to the matter, but we are unable to predict with certainty the ultimate amount or range of potential loss. Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal 148 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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. Leases —We lease land under two non-cancelable operating ground leases, which expire in 2067 and 2065, related to our hotel properties in La Jolla, California and Yountville, California, respectively. The lease in La Jolla, California contains one extension option of either 10 or 20 years dependent upon capital investment spend during the lease term. The lease in Yountville, California contains two 25 -year extension options. These leases are subject to base rent plus contingent rent based on each hotel property’s financial results and escalation clauses. Capital Commitments —At December 31, 2023, we had capital commitments of $ 35.4 million, including commitments that will be satisfied with insurance proceeds, relating to general capital improvements that are expected to be paid in the next twelve months . 17. Leases We have operating ground leases and operating equipment leases, such as copier and vehicle leases, at our hotel properties. Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years. The exercise of lease renewal options is at our sole discretion. Some leases have variable payments, however, if variable payments are contingent, they are not included in the ROU assets and liabilities. We have no finance leases as of December 31, 2023. The discount rate used to calculate the lease liability and ROU asset related to our ground leases is based on our incremental borrowing rate (“IBR”), as the rate implicit in each lease is not readily determinable. The IBR is determined at commencement of the lease, or upon modification of the lease, as the interest rate a lessee would have to pay to borrow on a fully collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): December 31, 2023 December 31, 2022 Assets Operating lease right-of-use assets $ 78,383 $ 79,449 Liabilities Operating lease liabilities $ 60,379 $ 60,692 We incurred the following lease costs related to our operating leases (in thousands): Year Ended December 31, Classification 2023 2022 2021 Operating lease cost (1) Hotel operating expenses - other $ 6,757 $ 6,653 $ 5,349 _______________________________________ (1) For the years ended December 31, 2023, 2022 and 2021, operating lease cost includes approximately $ 2.3 million, $ 2.2 million and $ 954,000 , respectively, of variable lease cost associated with the ground leases. Additionally, we recorded $ 474,000 , $ 474,000 and $ 512,000 , respectively, of amortization costs related to the intangible assets that were reclassified to “operating lease right-of-use assets” upon adoption of ASC 842. Short-term lease costs in aggregate are immaterial. Other information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases (in thousands) $ 3,310 $ 3,307 $ 3,302 Weighted Average Remaining Lease Term Operating leases (1) 43 years 44 years 45 years Weighted Average Discount Rate Operating leases (1) 4.98 % 4.98 % 4.98 % _______________________________________ (1) Calculated using the lease term, excluding extension options, and discount rates of the ground leases. 149 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Future minimum lease payments due under non-cancellable leases as of December 31, 2023 were as follows (in thousands): Operating Leases 2024 $ 3,430 2025 3,421 2026 3,434 2027 3,443 2028 3,449 Thereafter 141,693 Total future minimum lease payments (1) 158,870 Less: interest ( 98,491 ) Present value of operating lease liabilities $ 60,379 _______________________________________ (1) Based on payment amounts as of December 31, 2023 . 18. Income Taxes For U.S. federal income tax purposes, we elected to be taxed as a REIT under the Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income. At December 31, 2023, 15 of our hotel properties were leased to TRS lessees and The Ritz-Carlton St. Thomas was owned by our USVI TRS. The TRS entities recognized net book income (loss) before income taxes of $ 17.9 million, $ 25.4 million and $ 12.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The following table reconciles the income tax expense at statutory rates to the actual income tax expense recorded (in thousands): Year Ended December 31, 2023 2022 2021 Income tax (expense) benefit at federal statutory income tax rate of 21% $ ( 5,180 ) $ ( 6,463 ) $ ( 2,652 ) State income tax (expense) benefit, net of U.S. federal income tax benefit ( 258 ) ( 1,961 ) 574 State and local income tax (expense) benefit on pass-through entity subsidiaries ( 20 ) ( 17 ) ( 9 ) Gross receipts and margin taxes ( 52 ) ( 69 ) ( 26 ) Benefit of USVI Economic Development Commission credit 1,511 3,358 3,346 Benefits of Puerto Rico tax incentives 2,064 1,474 — Effect of permanent differences ( 229 ) — — Other ( 46 ) 126 ( 251 ) Valuation allowance ( 479 ) ( 491 ) ( 2,306 ) Total income tax (expense) benefit $ ( 2,689 ) $ ( 4,043 ) $ ( 1,324 ) 150 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ ( 467 ) $ ( 3,745 ) $ ( 1,477 ) State ( 69 ) ( 247 ) ( 21 ) Foreign ( 824 ) — — Total current income tax (expense) benefit ( 1,360 ) ( 3,992 ) ( 1,498 ) Deferred: Federal ( 14 ) ( 51 ) 131 State — — 43 Foreign ( 1,315 ) — — Total deferred income tax (expense) benefit ( 1,329 ) ( 51 ) 174 Total income tax (expense) benefit $ ( 2,689 ) $ ( 4,043 ) $ ( 1,324 ) The following table presents the U.S. and foreign earnings (losses) from continuing operations before income taxes (in thousands): Year Ended December 31, 2023 2022 2021 U.S. $ ( 51,878 ) $ ( 3,859 ) $ ( 47,986 ) Foreign 23,939 27,250 16,399 Total $ ( 27,939 ) $ 23,391 $ ( 31,587 ) For the years ended December 31, 2023, 2022 and 2021, income tax expense included interest and penalties paid to/(received from) taxing authorities of $( 11,000 ), $ 1,000 and $ 3,000 , respectively. At December 31, 2023 and 2022, we determined that there were no amounts to accrue for interest and penalties due to taxing authorities. At December 31, 2023 and 2022, our deferred tax asset (liability) and related valuation allowance consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Tax intangibles basis greater than book basis $ 722 $ 722 Allowance for doubtful accounts 50 76 Unearned income 2,768 2,769 Federal and state net operating losses 15,967 16,452 Capital loss carryforward 511 525 Accrued expenses 761 1,133 Other 7 4 Total deferred tax asset 20,786 21,681 Valuation allowance ( 16,169 ) ( 18,627 ) Net deferred tax asset $ 4,617 $ 3,054 Deferred tax liabilities: Other $ ( 6 ) $ ( 52 ) Tax property basis greater/(less) than book basis ( 5,932 ) ( 2,935 ) Prepaid expenses — ( 59 ) Total deferred tax liability ( 5,938 ) ( 3,046 ) Net deferred tax asset (liability) $ ( 1,321 ) $ 8 151 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) At December 31, 2023 and 2022, we have reserved certain deferred tax assets of our TRS entities and recorded a valuation allowanc e of $ 16.2 million and $ 18.6 million, respectively . Primarily as a result of the limitation imposed by the Code on the utilization of net operating losses of acquired subsidiaries, we believe it is more likely than not that a portion of our deferred tax assets will not be realized, and therefore, have provided a valuation allowance to reserve against the balances. At December 31, 2023, we had TRS net operating loss carryforwards for U.S. federal income tax purposes of $ 63.6 million, of which $ 47.3 million is subject to expiration and will begin to expire in 2024. The remainder was generated after December 2017 and is not subject to expiration under the Tax Cuts and Jobs Act. $ 47.3 million of net operating loss carryforwards are attributable to acquired subsidiaries and are subject to substantial limitation on their use. At December 31, 2023, Braemar Hotels & Resorts Inc., our REIT, had net operating loss carryforwards for U.S. federal income tax purposes of $ 109.7 million based on the latest filed tax return. Of this amount, $ 2.2 million is subject to expiration in 2033. The remainder is not subject to expiration under the Tax Cuts and Jobs Act. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends. The following table summarizes the changes in the valuation allowance (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 18,627 $ 17,343 $ 14,938 Additions — 1,284 2,405 Deductions ( 2,458 ) — — Balance at end of year $ 16,169 $ 18,627 $ 17,343 The USVI TRS operates under a tax holiday in the U.S. Virgin Islands, which is effective through December 31, 2028, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The impact of this tax holiday decreased current foreign taxes by $ 2.7 million, $ 3.4 million and $ 907,000 for the years ended December 31, 2023, 2022 and 2021, respectively. The benefit of the tax holiday on net income (loss) per share was approximately, $ 0.04 , $ 0.05 and $ 0.02 for the years ended December 31, 2023, 2022 and 2021, respectively. In 2022, we acquired The Ritz-Carlton Reserve Dorado Beach in Dorado, Puerto Rico. Our taxable entities in Puerto Rico operate under a tax holiday which is effective through April 2, 2028. The tax holiday is conditional upon meeting certain employment and investment thresholds. The impact of this tax holiday decreased current foreign taxes by $ 4.0 million and $ 2.5 million for the years ended December 31, 2023 and 2022, respectively. The benefit of this tax holiday on net income (loss) per share was approximately $ 0.06 and $ 0.04 for the years ended December 31, 2023 and 2022, respectively. 19. Intangible Assets, net Intangible assets, net consisted of the following (in thousands): December 31, 2023 2022 Cost $ 5,682 $ 5,682 Accumulated amortization ( 2,178 ) ( 1,799 ) $ 3,504 $ 3,883 Intangible assets include the customer relationships associated with The Ritz-Carlton Sarasota acquisition on April 4, 2018. The customer relationships are being amortized over the 15 year expected life. For the years ended December 31, 2023, 2022 and 2021, amortization expense related to intangible assets was $ 379,000 , $ 378,000 and $ 379,000 , respectively. 152 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Estimated future amortization expense for intangible assets, net for each of the next five years and thereafter is as follows (in thousands): Intangible Assets, net 2024 $ 379 2025 379 2026 379 2027 379 2028 379 Thereafter 1,609 Total $ 3,504 20. Concentration of Risk Our investments are all concentrated within the hotel industry. All of our hotel properties are located within the U.S. and its territories. For the year ended December 31, 2023, The Ritz-Carlton St. Thomas, The Ritz-Carlton Sarasota and The Ritz-Carlton Reserve Dorado Beach generated revenues in excess of 10% of total hotel revenue amounting to 33 % of total hotel revenue. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions that are in excess of the FDIC insurance limits of $250,000 and amounts due or payable under our derivative contracts. Our counterparties to our derivative contracts are investment grade financial institutions. 21. 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 December 31, 2023 and December 31, 2022, all of our hotel properties were in the U.S. and its territories. 22. Subsequent Events On January 3, 2024, the Company extended the mortgage loan secured by the Pier House Resort & Spa in Key West, Florida. The mortgage loan has an initial maturity date of September 2025 with one one-year extension option, subject to the satisfaction of certain conditions, continues to have a balance of $ 80.0 million, and bears interest at a floating interest rate of SOFR + 3.60 %. On January 29, 2024, the Company extended the mortgage loan secured by The Ritz-Carlton St. Thomas in St. Thomas, USVI. The mortgage loan has an initial maturity date of August 2025 with one one-year extension option, subject to the satisfaction of certain conditions, continues to have a balance of $ 42.5 million, and bears interest at a floating interest rate of SOFR + 4.35 %. On February 5, 2024, the Company amended the mortgage loan secured by the Hilton La Jolla Torrey Pines. It remains encumbered by the original mortgage loan, which now has been partially paid down to a remaining balance of $ 66.6 million. While the Company considers its alternatives regarding refinancing the loan or potentially selling the asset, the lender has provided a six month forbearance agreement. The Company paid approximately $ 692,000 upon extension. During this time, the mortgage loan bears an annual fixed interest rate of 9.0 %. On February 27, 2024, the Company approved funding, together with Ashford Inc., up to $ 1.0 million in aggregate to OpenKey, allocated pro rata among them. On March 7, 2024, the Company closed on a $ 62.0 million non-recourse loan secured by the Ritz-Carlton Reserve Dorado Beach. The mortgage loan has a two-year term, is interest only and provides for a floating interest rate of SOFR + 4.75 %. 153 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.