Braemar Hotels & Resorts Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (unaudited) BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share amounts) June 30, 2024 December 31, 2023 ASSETS Investments in hotel properties, gross $ 2,269,523 $ 2,382,716 Accumulated depreciation ( 469,885 ) ( 498,508 ) Investments in hotel properties, net 1,799,638 1,884,208 Cash and cash equivalents 114,607 85,599 Restricted cash 52,339 80,904 Accounts receivable, net of allowance of $ 201 and $ 237 , respectively 32,412 39,199 Inventories 4,634 5,003 Prepaid expenses 4,929 9,938 Deferred costs, net 75 75 Investment in unconsolidated entity 1,540 1,674 Derivative assets 2,177 2,847 Operating lease right-of-use assets 34,317 78,383 Other assets 19,349 17,751 Intangible assets, net 3,314 3,504 Due from related parties, net 365 — Due from third-party hotel managers 17,088 17,739 Assets held for sale 124,931 — Total assets $ 2,211,715 $ 2,226,824 LIABILITIES AND EQUITY Liabilities: Indebtedness, net $ 1,128,439 $ 1,162,444 Accounts payable and accrued expenses 129,667 149,867 Dividends and distributions payable 9,333 9,158 Due to Ashford Inc. 2,571 1,471 Due to related parties, net — 603 Due to third-party hotel managers 674 1,608 Operating lease liabilities 19,110 60,379 Other liabilities 23,740 22,756 Derivative liabilities — 12 Liabilities associated with assets held for sale 113,460 — Total liabilities 1,426,994 1,408,298 Commitments and contingencies (note 15) 5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 65,426 65,426 Series E redeemable preferred stock, $ 0.01 par value, 16,142,351 and 16,316,315 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 374,847 377,035 Series M redeemable preferred stock, $ 0.01 par value, 1,622,773 and 1,832,805 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 40,569 45,623 Redeemable noncontrolling interests in operating partnership 31,579 32,395 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 June 30, 2024 and December 31, 2023 16 16 Common stock, $ 0.01 par value, 250,000,000 shares authorized, 66,522,206 and 66,636,353 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 665 666 Additional paid-in capital 718,901 718,498 Accumulated deficit ( 437,302 ) ( 412,199 ) Total stockholders’ equity of the Company 282,280 306,981 Noncontrolling interest in consolidated entities ( 9,980 ) ( 8,934 ) Total equity 272,300 298,047 Total liabilities and equity $ 2,211,715 $ 2,226,824 See Notes to Condensed Consolidated Financial Statements. 2 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 REVENUE Rooms $ 116,227 $ 117,137 $ 254,779 $ 254,664 Food and beverage 47,563 47,776 101,110 100,004 Other 23,797 21,794 50,777 47,340 Total hotel revenue 187,587 186,707 406,666 402,008 EXPENSES Hotel operating expenses: Rooms 27,476 26,705 55,740 54,063 Food and beverage 36,664 36,365 77,381 76,104 Other expenses 58,155 56,297 118,231 118,592 Management fees 6,068 5,880 13,044 12,585 Total hotel operating expenses 128,363 125,247 264,396 261,344 Property taxes, insurance and other 10,058 9,396 20,755 17,512 Depreciation and amortization 24,694 22,567 50,114 45,088 Advisory services fee 7,828 8,215 14,528 16,163 Corporate general and administrative 4,469 3,896 2,231 6,716 Total operating expenses 175,412 169,321 352,024 346,823 OPERATING INCOME (LOSS) 12,175 17,386 54,642 55,185 Equity in earnings (loss) of unconsolidated entity ( 85 ) ( 75 ) ( 134 ) ( 148 ) Interest income 1,072 2,295 1,868 4,403 Interest expense and amortization of discounts and loan costs ( 27,285 ) ( 23,600 ) ( 53,776 ) ( 46,473 ) Write-off of loan costs and exit fees ( 82 ) ( 248 ) ( 803 ) ( 260 ) Gain (loss) on extinguishment of debt ( 22 ) — ( 22 ) 2,318 Realized and unrealized gain (loss) on derivatives 326 1,029 1,258 695 INCOME (LOSS) BEFORE INCOME TAXES ( 13,901 ) ( 3,213 ) 3,033 15,720 Income tax (expense) benefit 114 75 ( 1,338 ) ( 2,254 ) NET INCOME (LOSS) ( 13,787 ) ( 3,138 ) 1,695 13,466 (Income) loss attributable to noncontrolling interest in consolidated entities 303 367 1,046 58 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 1,919 925 1,623 664 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY ( 11,565 ) ( 1,846 ) 4,364 14,188 Preferred dividends ( 10,329 ) ( 10,877 ) ( 20,736 ) ( 21,227 ) Deemed dividends on preferred stock ( 26 ) ( 301 ) ( 2,024 ) ( 2,755 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 21,920 ) $ ( 13,024 ) $ ( 18,396 ) $ ( 9,794 ) INCOME (LOSS) PER SHARE - BASIC: Net income (loss) attributable to common stockholders $ ( 0.33 ) $ ( 0.20 ) $ ( 0.28 ) $ ( 0.14 ) Weighted average common shares outstanding – basic 66,501 65,806 66,478 68,378 INCOME (LOSS) PER SHARE - DILUTED: Net income (loss) attributable to common stockholders $ ( 0.33 ) $ ( 0.20 ) $ ( 0.28 ) $ ( 0.14 ) Weighted average common shares outstanding – diluted 66,501 65,806 66,478 68,378 See Notes to Condensed Consolidated Financial Statements. 3 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited, in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 NET INCOME (LOSS) $ ( 13,787 ) $ ( 3,138 ) $ 1,695 $ 13,466 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Total other comprehensive income (loss) — — — — TOTAL COMPREHENSIVE INCOME (LOSS) ( 13,787 ) ( 3,138 ) 1,695 13,466 Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities 303 367 1,046 58 Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership 1,919 925 1,623 664 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ ( 11,565 ) $ ( 1,846 ) $ 4,364 $ 14,188 See Notes to Condensed Consolidated Financial Statements. 4 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited, in thousands except per share amounts) 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at March 31, 2024 1,600 $ 16 66,477 $ 664 $ 718,606 $ ( 412,013 ) $ ( 9,677 ) $ 297,596 3,078 $ 65,426 16,163 $ 375,261 1,748 $ 43,694 $ 33,005 Equity-based compensation — — — — 296 — — 296 — — — — — — 839 Issuance of preferred stock — — — — — — — — — — 32 809 1 34 — Issuance of restricted shares/units — — 45 1 ( 1 ) — — — — — — — — — — Dividends declared – common stock ($ 0.05 /share) — — — — — ( 3,347 ) — ( 3,347 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 0.34 /share) — — — — — ( 1,058 ) — ( 1,058 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 0.52 /share) — — — — — ( 825 ) — ( 825 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 0.47 /share) — — — — — ( 7,570 ) — ( 7,570 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 0.52 /share) — — — — — ( 876 ) — ( 876 ) — — — — — — — Distributions to noncontrolling interests — — — — — — — — — — — — — — ( 368 ) Net income (loss) — — — — — ( 11,565 ) ( 303 ) ( 11,868 ) — — — — — — ( 1,919 ) Redemption of preferred stock — — — — — — — — — — ( 53 ) ( 1,249 ) ( 126 ) ( 3,159 ) — Redemption value adjustment – preferred stock — — — — — ( 26 ) — ( 26 ) — — — 26 — — Redemption value adjustment — — — — — ( 22 ) — ( 22 ) — — — — — — 22 Balance at June 30, 2024 1,600 $ 16 66,522 $ 665 $ 718,901 $ ( 437,302 ) $ ( 9,980 ) $ 272,300 3,078 $ 65,426 16,142 $ 374,847 1,623 $ 40,569 $ 31,579 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 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 Purchase of common stock — — ( 170 ) ( 2 ) ( 367 ) — — ( 369 ) — — — — — — — Equity-based compensation — — — — 768 — — 768 — — — — — — 1,494 Issuance of preferred stock — — — — — — — — — — 65 1,637 3 71 — Issuance of restricted shares/units — — 57 1 2 — — 3 — — — — — — 32 Forfeiture of restricted common shares — — ( 1 ) — — — — — — — — — — — — Dividends declared – common stock ($ 0.10 /share) — — — — — ( 6,692 ) — ( 6,692 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 0.68 /share) — — — — — ( 2,116 ) — ( 2,116 ) — — — — — — — Dividends declared – preferred stock - Series D ($ 1.04 /share) — — — — — ( 1,650 ) — ( 1,650 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 0.94 /share) — — — — — ( 15,170 ) — ( 15,170 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 1.04 /share) — — — — — ( 1,800 ) — ( 1,800 ) — — — — — — — Distributions to noncontrolling interests — — — — — — — — — — — — — — ( 734 ) Net income (loss) — — — — — 4,364 ( 1,046 ) 3,318 — — — — — — ( 1,623 ) Redemption of preferred stock — — — — — — — — — — ( 239 ) ( 5,652 ) ( 213 ) ( 5,322 ) — Redemption value adjustment – preferred stock — — — — — ( 2,024 ) — ( 2,024 ) — — — 1,827 — 197 — Redemption value adjustment — — — — — ( 15 ) — ( 15 ) — — — — — — 15 Balance at June 30, 2024 1,600 $ 16 66,522 $ 665 $ 718,901 $ ( 437,302 ) $ ( 9,980 ) $ 272,300 3,078 $ 65,426 16,142 $ 374,847 1,623 $ 40,569 $ 31,579 5 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at March 31, 2023 1,600 $ 16 65,950 $ 659 $ 715,729 $ ( 324,840 ) $ ( 14,013 ) $ 377,551 3,078 $ 65,426 16,474 $ 378,906 1,960 $ 48,294 $ 34,820 Purchase of common stock — — ( 1 ) — ( 4 ) — — ( 4 ) — — — — — — — Equity-based compensation — — — — 1,262 — — 1,262 — — — — — — 1,752 Issuance of restricted shares/units — — 45 — — — — — — — — — — — — Forfeiture of restricted common shares — — — — — — — — — — — — — — — Issuance of preferred stock — — — — — — — — — — 32 828 4 76 — Dividends declared – common stock ($ 0.05 /share) — — — — — ( 3,335 ) — ( 3,335 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 0.34 /share) — — — — — ( 1,058 ) — ( 1,058 ) — — — — — — — Dividends declared – preferred stock-Series D ($ 0.52 /share) — — — — — ( 825 ) — ( 825 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 0.50 /share) — — — — — ( 7,986 ) — ( 7,986 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 0.52 /share) — — — — — ( 1,008 ) — ( 1,008 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 2,026 2,026 — — — — — — — Distributions to noncontrolling interests — — — — — — ( 315 ) ( 315 ) — — — — — — ( 361 ) Redemption/conversion of operating partnership units — — — — — — — — — — — — — — ( 123 ) Net income (loss) — — — — — ( 1,846 ) ( 367 ) ( 2,213 ) — — — — — — ( 925 ) Redemption of preferred stock — — — — — — — — — — ( 21 ) ( 507 ) ( 4 ) ( 90 ) — Redemption value adjustment – preferred stock — — — — — ( 301 ) — ( 301 ) — — — 176 — 125 — Redemption value adjustment — — — — — ( 11 ) — ( 11 ) — — — — — — 11 Balance at June 30, 2023 1,600 $ 16 65,994 $ 659 $ 716,987 $ ( 341,210 ) $ ( 12,669 ) $ 363,783 3,078 $ 65,426 16,485 $ 379,403 1,960 $ 48,405 $ 35,174 8.25 % Series D Cumulative Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 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 — — — — 2,067 — — 2,067 — — — — — — 3,160 Common stock issuance costs — — — — — — — — — — — — — — Issuance of preferred stock — — — — — — — — — — 3,860 86,744 537 12,955 — Issuance of restricted shares/units — — 45 — — — — — — — — — — — — Forfeiture of restricted common shares — — ( 1 ) — — — — — — — — — — — — Dividends declared – common stock - ($ 0.10 /share) — — — — ( 6,669 ) — ( 6,669 ) — — — — — — — Dividends declared – preferred stock - Series B ($ 0.69 /share) — — — — — ( 2,116 ) — ( 2,116 ) — — — — — — — Dividends declared – preferred stock-Series D ($ 1.03 /share) — — — — — ( 1,650 ) — ( 1,650 ) — — — — — — — Dividends declared – preferred stock - Series E ($ 1.00 /share) — — — — — ( 15,520 ) — ( 15,520 ) — — — — — — — Dividends declared – preferred stock - Series M ($ 1.03 /share) — — — — — ( 1,941 ) — ( 1,941 ) — — — — — — — Contributions from noncontrolling interests — — — — — — 4,050 4,050 — — — — — — — Distributions to noncontrolling interests — — — — — — ( 315 ) ( 315 ) — — — — — — ( 722 ) Redemption/conversion of operating partnership units — — — — — — — — — — — — — — ( 7,162 ) Net income (loss) — — — — — 14,188 ( 58 ) 14,130 — — — — — — ( 664 ) Redemption of preferred stock — — — — — — — — — — ( 32 ) ( 789 ) ( 5 ) ( 115 ) — Redemption value adjustment – preferred stock — — — — — ( 2,755 ) — ( 2,755 ) — — — 2,372 — 383 — Redemption value adjustment — — — — — ( 7 ) — ( 7 ) — — — — — — 7 Balance at June 30, 2023 1,600 $ 16 65,994 $ 659 716,987 $ ( 341,210 ) $ ( 12,669 ) $ 363,783 3,078 $ 65,426 16,485 $ 379,403 1,960 $ 48,405 $ 35,174 See Notes to Condensed Consolidated Financial Statements. 6 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Six Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,695 $ 13,466 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 50,114 45,088 Equity-based compensation 2,262 5,227 Bad debt expense 248 327 (Gain) loss on extinguishment of debt 22 ( 2,318 ) Amortization of loan costs, discounts and capitalized default interest 2,976 868 Write-off of loan costs and exit fees 803 260 Amortization of intangibles 238 237 Amortization of non-refundable membership initiation fees ( 1,042 ) ( 839 ) Interest expense accretion on refundable membership club deposits 310 342 Realized and unrealized (gain) loss on derivatives ( 1,258 ) ( 695 ) Equity in (earnings) loss of unconsolidated entity 134 148 Deferred income tax expense (benefit) 8 127 Changes in operating assets and liabilities: Accounts receivable and inventories 4,655 18,215 Prepaid expenses and other assets 2,921 ( 13,448 ) Accounts payable and accrued expenses ( 7,876 ) ( 9,664 ) Operating lease right-of-use assets 290 295 Due to/from related parties, net ( 968 ) 605 Due to/from third-party hotel managers 296 10,678 Due to/from Ashford Inc. 2,769 ( 7,464 ) Operating lease liabilities ( 157 ) ( 154 ) Other liabilities 1,716 662 Net cash provided by (used in) operating activities 60,156 61,963 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from property insurance 542 327 Payments for initial franchise fee — ( 75 ) Investment in unconsolidated entity — ( 158 ) Improvements and additions to hotel properties ( 39,224 ) ( 36,199 ) Net cash provided by (used in) investing activities ( 38,682 ) ( 36,105 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on indebtedness 62,000 — Repayments of indebtedness ( 30,000 ) ( 196,355 ) Payments of loan costs and exit fees ( 3,311 ) ( 790 ) Payments for derivatives ( 1,295 ) ( 3,400 ) Proceeds from derivatives 3,275 4,010 Purchase of common stock ( 369 ) ( 19,306 ) Payments for dividends and distributions ( 26,244 ) ( 26,139 ) Net proceeds from issuance of preferred stock — 97,930 Contributions from noncontrolling interest in consolidated entities — 4,050 Redemption of operating partnership units — ( 7,162 ) Distributions to noncontrolling interest in consolidated entities — ( 2,024 ) Redemption of preferred stock ( 10,974 ) ( 904 ) Net cash provided by (used in) financing activities ( 6,918 ) ( 150,090 ) Net change in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) 14,556 ( 124,232 ) Cash, cash equivalents and restricted cash at beginning of period 166,503 315,696 Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) $ 181,059 $ 191,464 7 Six Months Ended June 30, 2024 2023 SUPPLEMENTAL CASH FLOW INFORMATION Interest paid $ 51,021 $ 53,297 Income taxes paid (refunded) 119 2,920 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Dividends and distributions declared but not paid $ 9,333 $ 8,917 Capital expenditures accrued but not paid 12,972 21,011 Distributions declared but not paid to a noncontrolling interest in a consolidated entity 3,723 315 Non-cash preferred stock dividends 1,708 1,747 Unsettled proceeds from derivatives 297 470 Non-cash common stock/unit dividends 35 — SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents at beginning of period $ 85,599 $ 261,541 Restricted cash at beginning of period 80,904 54,155 Cash, cash equivalents and restricted cash at beginning of period $ 166,503 $ 315,696 Cash and cash equivalents at end of period $ 114,607 $ 128,025 Restricted cash at end of period 52,339 63,439 Cash, cash equivalents and restricted cash at end of period 166,946 191,464 Cash and cash equivalents at end of period included in assets held for sale 5,711 — Restricted cash at end of period included in assets held for sale 8,402 — Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) $ 181,059 $ 191,464 See Notes to Condensed Consolidated Financial Statements. 8 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Organization and Description of Business Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by 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 condensed consolidated financial statements. We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC. We do not operate any of our hotel properties directly; instead we 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 condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of June 30, 2024, 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 4,201 total rooms, or 3,963 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 June 30, 2024, 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 condensed consolidated statements of operations. As of June 30, 2024, 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 unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All intercompany accounts and transactions 9 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024. Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP. The following item affects reporting comparability of our historical condensed consolidated financial statements: • Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards —In November 2023, the Financial Accounting Standards Board’s (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. 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. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of June 30, 2024, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements. 10 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 3. Revenue The following tables present our revenue disaggregated by geographical areas (dollars in thousands): Three Months Ended June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 29,578 $ 9,968 $ 5,255 $ 44,801 Puerto Rico 1 9,931 4,238 2,576 16,745 Arizona 1 8,733 6,075 2,425 17,233 Colorado 1 1,912 1,768 1,715 5,395 Florida 2 14,924 8,636 6,515 30,075 Illinois 1 8,347 2,348 650 11,345 Pennsylvania 1 8,642 1,786 326 10,754 Washington 1 8,786 1,407 774 10,967 Washington, D.C. 1 13,511 5,549 906 19,966 USVI 1 11,863 5,788 2,655 20,306 Total 16 $ 116,227 $ 47,563 $ 23,797 $ 187,587 Three Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 31,004 $ 10,630 $ 5,066 $ 46,700 Puerto Rico 1 12,870 5,060 3,087 21,017 Arizona 1 7,924 5,268 2,043 15,235 Colorado 1 1,866 1,811 1,689 5,366 Florida 2 15,290 8,630 5,665 29,585 Illinois 1 7,738 1,947 412 10,097 Pennsylvania 1 7,643 1,650 349 9,642 Washington 1 8,193 1,337 411 9,941 Washington, D.C. 1 11,433 5,721 426 17,580 USVI 1 13,176 5,722 2,646 21,544 Total 16 $ 117,137 $ 47,776 $ 21,794 $ 186,707 Six Months Ended June 30, 2024 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 61,517 $ 20,719 $ 10,666 $ 92,902 Puerto Rico 1 28,926 9,225 5,804 43,955 Arizona 1 22,848 14,150 4,928 41,926 Colorado 1 15,093 7,421 5,463 27,977 Florida 2 36,972 19,293 13,509 69,774 Illinois 1 11,721 3,284 1,070 16,075 Pennsylvania 1 13,138 2,907 617 16,662 Washington 1 13,245 2,144 1,281 16,670 Washington, D.C. 1 22,643 10,985 1,795 35,423 USVI 1 28,676 10,982 5,644 45,302 Total 16 $ 254,779 $ 101,110 $ 50,777 $ 406,666 11 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Six Months Ended June 30, 2023 Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total California 6 $ 65,570 $ 21,940 $ 10,756 $ 98,266 Puerto Rico 1 28,300 9,935 6,224 44,459 Arizona 1 22,081 11,786 4,659 38,526 Colorado 1 16,207 8,172 4,672 29,051 Florida 2 36,939 19,129 12,336 68,404 Illinois 1 11,304 2,930 767 15,001 Pennsylvania 1 12,163 2,646 631 15,440 Washington 1 12,414 2,037 823 15,274 Washington, D.C. 1 20,210 11,209 859 32,278 USVI 1 29,476 10,220 5,613 45,309 Total 16 $ 254,664 $ 100,004 $ 47,340 $ 402,008 4. Investments in Hotel Properties, net Investments in hotel properties, net consisted of the following (in thousands): June 30, 2024 December 31, 2023 Land $ 630,842 $ 630,842 Buildings and improvements 1,429,670 1,535,501 Furniture, fixtures and equipment 169,828 166,673 Construction in progress 26,437 36,954 Residences 12,746 12,746 Total cost 2,269,523 2,382,716 Accumulated depreciation ( 469,885 ) ( 498,508 ) Investments in hotel properties, net $ 1,799,638 $ 1,884,208 Assets Held For Sale On May 6, 2024, the Company entered into a purchase and sale agreement for the Hilton La Jolla Torrey Pines. As of June 30, 2024, the Hilton La Jolla Torrey Pines was classified as held for sale. Depreciation and amortization ceased as of the date the assets were deemed held for sale. Since the sale of this hotel did not represent a strategic shift that has (or will have) a major effect on our operations or financial results, its results of operations were not reported as discontinued operations in the consolidated financial statements. The Hilton La Jolla Torrey Pines sale closed on July 17, 2024. See note 17. The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2024 were as follows: June 30, 2024 Assets Investments in hotel properties, net $ 65,156 Cash and cash equivalents 5,711 Restricted cash 8,402 Accounts receivable, net 1,586 Inventories 61 Prepaid expenses 373 Operating lease right-of-use assets 43,538 Other assets 104 Assets held for sale $ 124,931 Liabilities Indebtedness, net $ 66,482 Accounts payable and accrued expenses 5,114 Due to Ashford Inc., net 173 Due to third-party hotel managers, net 579 Operating lease liabilities 41,112 Liabilities related to assets held for sale $ 113,460 12 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Impairment Charges During the six months ended June 30, 2024 and 2023, 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 June 30, 2024, 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 condensed consolidated balance sheets and is accounted for under the equity method of accounting as we have significant influence over the entity under the applicable accounting guidance. We review our investment in OpenKey for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of the investment. Any impairment is recorded in equity in earnings (loss) of unconsolidated entity. No such impairment was recorded for the six months ended June 30, 2024 and 2023. The following table summarizes our carrying value and ownership interest in OpenKey: June 30, 2024 December 31, 2023 Carrying value of the investment in OpenKey (in thousands) $ 1,264 $ 1,416 Ownership interest in OpenKey 7.9 % 7.9 % The following table summarizes our equity in earnings (loss) in OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Equity in earnings (loss) of unconsolidated entity $ ( 94 ) $ ( 80 ) $ ( 152 ) $ ( 154 ) 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. 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 June 30, 2024, the Company has funded approximately $ 238,000 . On February 27, 2024, the Company approved additional funding, together with Ashford Inc., up to $ 1.0 million in aggregate to OpenKey, allocated pro rata among them. As of June 30, 2024, no funding has been made pursuant to the 2024 funding agreement. See note 17. The following table summarizes our note receivable from OpenKey (in thousands): Line Item June 30, 2024 December 31, 2023 Investment in unconsolidated entity $ 276 $ 258 The following table summarizes the interest income associated with the loan to OpenKey (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Equity in earnings (loss) of unconsolidated entity $ 9 $ 5 $ 18 $ 6 13 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 6. Indebtedness, net Indebtedness, net consisted of the following (dollars in thousands): Indebtedness Collateral Current Maturity Final Maturity (14) Interest Rate June 30, 2024 December 31, 2023 Mortgage loan (3) Cameo Beverly Hills August 2024 August 2024 SOFR (1) + 3.66 % $ — $ 30,000 Mortgage loan (4) Hilton La Jolla Torrey Pines August 2024 August 2024 9.00 % 66,600 66,600 Mortgage loan (5) The Ritz-Carlton Lake Tahoe January 2025 January 2026 SOFR (1) + 3.60 % 53,413 53,413 Mortgage loan (6) Park Hyatt Beaver Creek Resort & Spa February 2025 February 2027 SOFR (1) + 2.86 % 70,500 70,500 Mortgage loan (7) The Notary Hotel June 2025 June 2025 SOFR (1) + 2.66 % 293,180 293,180 The Clancy Sofitel Chicago Magnificent Mile Marriott Seattle Waterfront Mortgage loan (8) The Ritz-Carlton St. Thomas August 2025 August 2026 SOFR (1) + 4.35 % 42,500 42,500 Mortgage loan (9) Pier House Resort & Spa September 2025 September 2026 SOFR (1) + 3.60 % 80,000 80,000 Mortgage loan (10) The Ritz-Carlton Reserve Dorado Beach March 2026 March 2026 SOFR (1) + 4.75 % 62,000 — Convertible Senior Notes Equity June 2026 June 2026 4.50 % 86,250 86,250 BAML Credit Facility (11) Bardessono Hotel and Spa July 2026 July 2027 Base Rate (2) + 1.25 % to 2.00 % or SOFR (1) + 2.35 % to 3.10 % 200,000 200,000 Hotel Yountville The Ritz-Carlton Sarasota Mortgage loan (12) Four Seasons Resort Scottsdale December 2026 December 2028 SOFR (1) + 3.75 % 140,000 140,000 Mortgage loan (13) Capital Hilton December 2026 December 2028 SOFR (1) + 3.75 % 110,600 110,600 1,205,043 1,173,043 Capitalized default interest and late charges, net 26 120 Deferred loan costs, net ( 8,893 ) ( 9,135 ) Premiums/(discounts), net ( 1,255 ) ( 1,584 ) Indebtedness, net 1,194,921 1,162,444 Indebtedness related to assets held for sale, net (4) Hilton La Jolla Torrey Pines August 2024 August 2024 9.00 % 66,482 — $ 1,128,439 $ 1,162,444 __________________ (1) SOFR rates were 5.34 % and 5.35 % at June 30, 2024 and December 31, 2023, respectively. (2) 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 %. (3) This mortgage loan had a SOFR floor of 1.50 %. On April 9, 2024, we repaid this mortgage loan. (4) 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 %. This mortgage is secured by the Hilton La Jolla Torrey Pines and is held for sale as of June 30, 2024. On July 17, 2024, we sold this property for $ 165.0 million. (5) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. (6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised February 2024. (7) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the fifth was exercised in June 2024. (8) 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 %. (9) 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. (10) On March 7, 2024, we entered into a new $ 62.0 million mortgage loan. The new loan is interest only and bears interest at a rate of SOFR + 4.75 %. (11) This secured credit facility has one one-year extension option, subject to satisfaction of certain conditions. (12) 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 %. (13) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.00 %. (14) The final maturity date assumes all available extension options will be exercised. 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. 14 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 three and six months ended June 30, 2024, the Company recorded coupon interest expense of $ 970,000 and $ 1.9 million, respectively. For the three and six months ended June 30, 2023, the Company recorded coupon interest expense of $ 970,000 and $ 1.9 million, respectively. For the three and six months ended June 30, 2024, the Company recorded discount amortization of $ 154,000 and $ 306,000 , respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026. For the three and six months ended June 30, 2023, the Company recorded discount amortization of $ 146,000 and $ 290,000 , respectively. 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. As of June 30, 2024, the conversion rate is 179.2962. 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 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 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. 15 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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. 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. On August 7, 2024 the Facility was repaid and the Company is no longer subject to any covenants. 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 June 30, 2024, we were in compliance with all covenants. 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. The following table summarizes the interest rate derivatives we entered into over the applicable periods: Six Months Ended June 30, Interest rate caps: (1) 2024 2023 Notional amount (in thousands) $ 417,680 $ 496,180 Strike rate low end of range 3.50 % 3.50 % Strike rate high end of range 5.25 % 5.25 % Effective date range January 2024 - June 2024 January 2023 - June 2023 Termination date range January 2025 - June 2025 October 2023 - June 2024 Total cost of interest rate caps (in thousands) $ 1,295 $ 2,645 _______________ (1) No instruments were designated as cash flow hedges. 16 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Interest rate derivatives consisted of the following: Interest rate caps: (1) June 30, 2024 December 31, 2023 Notional amount (in thousands) $ 778,280 $ 778,280 Strike rate low end of range 2.00 % 2.00 % Strike rate high end of range 5.25 % 5.25 % Termination date range August 2024 - January 2026 June 2024- January 2025 Aggregate principal balance on corresponding mortgage loans (in thousands) $ 747,693 $ 777,693 _______________ (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 June 30, 2024, 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 condensed consolidated balance sheets and changes in value are reported as a component of “realized and unrealized gain (loss) on derivatives” on the condensed 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. • 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 June 30, 2024, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 5.340 % to 3.877 % for the remaining term of our 17 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 June 30, 2024 Assets Derivative assets: Interest rate derivatives - caps $ — $ 2,177 $ — $ 2,177 Total $ — $ 2,177 $ — $ 2,177 (1) Liabilities Derivative liabilities: Warrants $ — $ — $ — $ — (2) Net $ — $ 2,177 $ — $ 2,177 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 $ — $ 2,847 $ — $ 2,847 (1) Liabilities Derivative liabilities: Warrants $ — $ ( 12 ) $ — $ ( 12 ) (2) Net $ — $ 2,835 $ — $ 2,835 __________________ (1) Reported as “derivative assets” in our condensed consolidated balance sheets. (2) Reported as “derivative liabilities” in our condensed consolidated balance sheets. 18 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Assets Derivative assets: Interest rate derivatives - caps $ 326 $ 1,013 (1) $ 1,246 $ 576 Total $ 326 $ 1,013 $ 1,246 $ 576 Liabilities Derivative liabilities: Warrants $ — $ 16 $ 12 $ 119 Net $ 326 $ 1,029 $ 1,258 $ 695 Total combined Interest rate derivatives - caps $ ( 1,213 ) $ ( 1,269 ) $ ( 1,964 ) $ ( 3,573 ) Warrants — 16 12 119 Unrealized gain (loss) on derivatives $ ( 1,213 ) (1) $ ( 1,253 ) (1) $ ( 1,952 ) (1) $ ( 3,454 ) (1) Realized gain (loss) on interest rate caps 1,539 (1) (2) 2,282 (1) (2) 3,210 (1) (2) 4,149 (1) (2) Net $ 326 $ 1,029 $ 1,258 $ 695 ________ (1) Reported in “realized and unrealized gain (loss) on derivatives” in our condensed 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): June 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial assets measured at fair value: Derivative assets $ 2,177 $ 2,177 $ 2,847 $ 2,847 Financial liabilities measured at fair value: Derivative liabilities $ — $ — $ 12 $ 12 Financial assets not measured at fair value: Cash and cash equivalents (1) $ 120,318 $ 120,318 $ 85,599 $ 85,599 Restricted cash (1) 60,741 60,741 80,904 80,904 Accounts receivable, net (1) 33,998 33,998 39,199 39,199 Due from third-party hotel managers 17,088 17,088 17,739 17,739 Financial liabilities not measured at fair value: Indebtedness (1) $ 1,203,788 $ 1,165,614 $ 1,171,459 $ 1,124,377 Accounts payable and accrued expenses (1) 134,781 134,781 149,867 149,867 Dividends and distributions payable 9,333 9,333 9,158 9,158 Due to Ashford Inc. (1) 2,744 2,744 1,471 1,471 Due to related parties, net — — 603 603 Due to third-party hotel managers (1) 1,253 1,253 1,608 1,608 ________ (1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2024. 19 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 96.8 % of the carrying value of $ 1.2 billion at June 30, 2024, and approximately 96.0 % of the carrying value of $ 1.2 billion at December 31, 2023. 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (loss) attributable to common stockholders - basic and diluted: Net income (loss) attributable to the Company $ ( 11,565 ) $ ( 1,846 ) $ 4,364 $ 14,188 Less: dividends on preferred stock ( 10,329 ) ( 10,877 ) ( 20,736 ) ( 21,227 ) Less: deemed dividends on preferred stock ( 26 ) ( 301 ) ( 2,024 ) ( 2,755 ) Less: dividends on common stock ( 3,326 ) ( 3,291 ) ( 6,650 ) ( 6,580 ) Less: dividends on unvested performance stock units ( 21 ) ( 36 ) ( 42 ) ( 72 ) Less: dividends on unvested restricted shares — ( 8 ) — — ( 17 ) Undistributed net income (loss) allocated to common stockholders ( 25,267 ) ( 16,359 ) ( 25,088 ) ( 16,463 ) Add back: dividends on common stock 3,326 3,291 6,650 6,580 Distributed and undistributed net income (loss) - basic and diluted $ ( 21,941 ) $ ( 13,068 ) $ ( 18,438 ) $ ( 9,883 ) Weighted average common shares outstanding: Weighted average common shares outstanding – basic and diluted 66,501 65,806 66,478 68,378 Income (loss) per share - basic and diluted: Net income (loss) allocated to common stockholders per share $ ( 0.33 ) $ ( 0.20 ) $ ( 0.28 ) $ ( 0.14 ) 20 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income (loss) allocated to common stockholders is not adjusted for: Income (loss) allocated to unvested restricted shares $ — $ 8 $ — $ 17 Income (loss) allocated to unvested performance stock units 21 36 42 72 Income (loss) attributable to redeemable noncontrolling interests in operating partnership ( 1,919 ) ( 925 ) ( 1,623 ) ( 664 ) Dividends on preferred stock - Series B 1,058 1,058 2,116 2,116 Interest expense on Convertible Senior Notes 1,124 1,117 2,247 2,231 Dividends on preferred stock - Series E (inclusive of deemed dividends) 7,596 8,162 16,997 17,892 Dividends on preferred stock - Series M (inclusive of deemed dividends) 876 1,133 1,997 2,324 Total $ 8,756 $ 10,589 $ 21,776 $ 23,988 Weighted average diluted shares are not adjusted for: Effect of unvested performance stock units 39 340 26 346 Effect of assumed conversion of operating partnership units 6,364 5,172 6,133 5,576 Effect of assumed conversion of preferred stock - Series B 4,116 4,116 4,116 4,116 Effect of assumed conversion of Convertible Senior Notes 15,464 13,609 14,537 13,609 Effect of assumed conversion of preferred stock - Series E 162,180 102,751 182,121 101,478 Effect of assumed conversion of preferred stock - Series M 17,098 12,219 19,719 11,945 Total 205,261 138,207 226,652 137,070 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. 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 applicable measurement date fair value of the award. The grant date fair value 21 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 June 30, 2024, there were approximately 1.5 million unvested Performance LTIP units, representing 200 % of the target, outstanding. In May 2024, approximately 45,000 LTIP units were issued to independent directors, with a fair value of approximately $ 126,000 , which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2024. As of June 30, 2024, 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 659,000 LTIP units and 353,000 Performance LTIP units issued from March 2015 to May 2024, had reached full economic parity with, and are convertible into, common units. The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership: June 30, 2024 December 31, 2023 Redeemable noncontrolling interests in Braemar OP (in thousands) $ 31,579 $ 32,395 Adjustments to redeemable noncontrolling interests (1) (in thousands) $ 81 $ 66 Ownership percentage of operating partnership 8.02 % 6.63 % ____________________________________ (1) Reflects the excess of the redemption value over the accumulated historical cost. We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,919 $ 925 $ 1,623 $ 664 Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 368 $ 361 $ 734 $ 722 The following table presents the common units redeemed for cash (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Units redeemed — 33 — 1,456 Cash value of common units redeemed $ — $ 123 $ — $ 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 and Stock-Based Compensation Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Common stock dividends declared $ 3,347 $ 3,335 $ 6,692 $ 6,669 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. 22 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) In May 2024, approximately 45,000 shares of common stock were issued to independent directors with a fair value of approximately $ 126,000 , which vested immediately upon grant and have been expensed during the three and six months ended June 30, 2024. 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. 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 and were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the 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. 8.25 % Series D Cumulative Preferred Stock- 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series D Cumulative Preferred Stock $ 825 $ 825 $ 1,650 $ 1,650 Stock Repurchases —On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $ 0.01 per share, having an aggregate value of up to $ 50 million. As of June 30, 2024, the Company has not repurchased any common stock. 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 Supplementary), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $ 25.00 per share; and 3) a “REIT Termination Event” and “Listing Event Redemption,” in which at any time (i) a REIT Termination Event (as defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each, a “National Exchange”), the holder of Series B Convertible Preferred Stock shall have the right to require the Company to 23 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) redeem any or all shares of Series B Convertible Preferred Stock at 103 % of the liquidation preference ($ 25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash. A “REIT Termination Event,” shall mean the earliest of: (i) filing of 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. Series B Convertible Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series B Convertible Preferred Stock $ 1,058 $ 1,058 $ 2,116 $ 2,116 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, 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 24 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) • 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series E Preferred Stock shares issued (1) — — — 3,798 Net proceeds (1) $ — $ — $ — $ 85,444 __________________ (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. 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): June 30, 2024 December 31, 2023 Series E Preferred Stock $ 374,847 $ 377,035 Cumulative adjustments to Series E Preferred Stock (1) $ 15,164 $ 13,337 ________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series E Preferred Stock $ 7,570 $ 7,986 $ 15,170 $ 15,520 25 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) The redemption activities of Series E Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series E Preferred Stock shares redeemed 53 21 239 32 Redemption amount, net of redemption fees $ 1,249 $ 507 $ 5,652 $ 789 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 M 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. 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 26 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series M Preferred Stock shares issued (1) — — — 531 Net proceeds (1) $ — $ — $ — $ 12,869 __________________ (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): June 30, 2024 December 31, 2023 Series M Preferred Stock $ 40,569 $ 45,623 Cumulative adjustments to Series M Preferred Stock (1) $ 1,794 $ 1,597 __________________ (1) Reflects the excess of the redemption value over the accumulated carrying value. The following table summarizes dividends declared (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series M Preferred Stock $ 876 $ 1,008 $ 1,800 $ 1,941 The redemption activities of Series M Preferred Stock is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series M Preferred Stock shares redeemed 126 4 213 5 Redemption amount, net of redemption fees $ 3,159 $ 90 $ 5,322 $ 115 14. Related Party Transactions Ashford Inc. Advisory Agreement Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We pay a monthly base fee equal to 1/12 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 27 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 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. The following table summarizes the advisory services fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Advisory services fee Base advisory fee $ 3,336 $ 3,667 $ 6,663 $ 7,307 Reimbursable expenses (1) 2,961 2,042 5,226 4,064 Equity-based compensation (2) 883 2,506 1,991 4,792 Incentive fee 648 — 648 — Total $ 7,828 $ 8,215 $ 14,528 $ 16,163 ________ (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 includes 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 2, 2023, the Company entered into a 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 the 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, 28 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 or refinancings on our behalf and brokerage services. For the three and six months ended June 30, 2024, we incurred fees of $ 50,000 and $ 1.1 million, respectively. We incurred fees from Lismore or its subsidiaries of $ 98,000 for both three and six months ended June 30, 2023. 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 was 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 with the cumulative ratio of capital raised by the Parties. 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 in 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 first quarter of 2024, the funding requirement was revised based on the aggregate capital raised through Ashford Securities. This resulted in Braemar receiving a payment of approximately $ 5.9 million from Ashford Inc., which resulted in a credit to expense of approximately $ 5.6 million that is included in “corporate general and administrative” on the condensed consolidated statements of operations for the six months ended June 30, 2024. As of June 30, 2024, Braemar has funded approximately $ 12.9 million and has a pre-funded balance of $ 1.9 million that is included in “other assets” on the condensed consolidated balance sheet. As of December 31, 2023, Braemar had funded approximately $ 20.9 million and had a pre-funded balance of approximately $ 693,000 included in “other assets” and a receivable of approximately $ 3.5 million included in “due to Ashford Inc., net” on the consolidated balance sheet. During the first quarter of 2024 there was also a true-up of the capital contributions in accordance with the Third Amended and Restated Contribution Agreement made through December 31, 2023, which resulted in a payment of $ 3.5 million from Ashford Inc. The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Corporate, general and administrative $ — $ 1,024 $ ( 5,624 ) $ 2,219 29 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 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). Such fees are 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 June 30, 2024, 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. 15. Commitments and Contingencies Restricted Cash —Under certain management and debt agreements for our hotel properties existing at June 30, 2024, 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. Franchise Fees —We currently have one hotel property that operates under a franchise agreement with a 25-year term. The term begins upon the completion of conversion of the Cameo Beverly Hills. Under the terms of the agreement we will pay (i) 3 % of gross rooms revenue for the preceding calendar month during the first three years of the agreement; (ii) 4 % of gross rooms revenue for the preceding calendar month during year 4; and (iii) 5 % of the gross rooms revenue for the preceding calendar month for the remainder of the term. As of June 30, 2024, we are currently paying 3 % of gross revenues. The table below summarizes the franchise fees incurred (in thousands): Three Months Ended June 30, Six Months Ended June 30, Line Item 2024 2023 2024 2023 Other hotel expenses $ 94 $ — $ 174 $ — Management Fees —Under hotel management agreements for our hotel properties existing at June 30, 2024, we pay a monthly hotel management fee equal to the greater of approximately $ 17,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases 3.0 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from November 2029 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, 30 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 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 June 30, 2024, 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 Private Attorneys General Act (“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 have since agreed to. The allocation to Hilton La Jolla Torrey Pines is approximately $ 371,000 , which has been accrued as of June 30, 2024. 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 Disabilities 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, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. On May 17, 2024, we filed a Motion to Dismiss the Consolidated Class Action Complaint, which is currently pending before the Court. We intend to vigorously defend this matter 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 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. 16. Segment Reporting We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of June 30, 2024 and December 31, 2023, all of our hotel properties were in the U.S. and its territories. 31 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) 17. Subsequent Events In February 2024, the Company and Ashford Inc. approved funding up to an additional $ 1.0 million, in the aggregate, for OpenKey, allocated pro rata among them. On July 1, 2024, the Company funded $ 79,000 . Blackwells Capital On July 2, 2024, Braemar, Ashford Trust and Ashford Inc. (collectively with the Company, Ashford Trust and each of Ashford Inc.’s, the Company’s and Ashford Trust’s respective affiliates (including Stirling Hotels & Resorts, Inc.) and any entity advised by Ashford Inc., the “Company Group”) entered into a Cooperation Agreement (the “Agreement”) with Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (collectively, the “Blackwells Parties”) regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters. Pursuant to the Agreement, the Blackwells Parties have agreed to withdraw (i) the notice delivered to the Company on March 10, 2024 purporting to nominate four director candidates to the Company’s board of directors (the “Board”) and make certain other proposals and (ii) the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2024 to solicit proxies from stockholders of the Company to vote in favor of the Blackwells Parties’ director nominees and proposals. In connection therewith, the Blackwells Parties will cease to take any further action with respect to the Company’s 2024 Annual Meeting of Stockholders, except as otherwise provided for in the Agreement. The Blackwells Parties have also agreed to specified standstill restrictions with respect to the Company Group, which will expire on July 2, 2034. During the standstill period, the Blackwells Parties are required to (i) appear in person or by proxy at each meeting of stockholders of the members of the Company Group in which they beneficially own shares of stock and vote any Blackwells Parties’ shares then beneficially owned by them in accordance with the recommendation of the board of directors of such member of the Company Group on any proposals considered at such meeting and (ii) deliver consents or consent revocations in any action by written consent by stockholders of any member of the Company Group in which they beneficially own shares in accordance with the recommendation of the board of directors of such member of the Company Group. The Agreement also provides for the voluntary dismissal, with prejudice, of the consolidated action pending in the U.S. District Court for the Northern District of Texas to which the Company, Blackwells Capital LLC and certain of their respective related parties are parties (the “Consolidated Litigation”). The Company has agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable attorneys’ fees and expenses incurred in connection with the Consolidated Litigation and related matters. Additionally, pursuant to the Agreement, the Board will take steps to identify and select one additional individual to be appointed to the Board as an independent director (the “Additional Board Member”). The Board is required to promptly notify Blackwells Capital LLC of its selection of the Additional Board Member and to consider any input Blackwells Capital LLC may have with respect to the Additional Board Member. The Agreement contains various other obligations and provisions applicable to the Company Group and the Blackwells Parties, including a mutual release of claims and mutual non-disparagement. Concurrently and in connection with the Agreement, certain of the parties thereto have also entered into a Share Ownership Agreement (the “Share Ownership Agreement”) and a Loan Agreement (the “Loan Agreement”), pursuant to which agreements the Company will provide to BW Coinvest I, LLC (“Borrower”) an unsecured loan (the “Loan”). The proceeds from the Loan will be used to reimburse Borrower for 70 % of the amount expended by Borrower to purchase on the open market a total of 3,500,000 shares of the Company’s common stock (the “Purchased Shares”) within six months of the date of Loan Agreement, at a price per Purchased Share not to exceed $ 10 and subject to the other limitations set forth therein. The Loan has a term of five years (the “Term”), is guaranteed by Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co. LLC, and Blackwells Asset Management LLC and shall bear payment-in-kind interest during the Term at a rate equal to the sum of (a) Term SOFR (as defined in the Loan Agreement) and (b) 3.00 % (three hundred basis points) per annum. The Company has agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable due diligence expenses incurred on or prior to the date of the Share Ownership Agreement. As of August 7, 2024, the Company has loaned approximately $ 4.1 million that has been used to purchase approximately 1.7 million shares of Braemar common stock. 32 BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) Hilton La Jolla Torrey Pines On July 17, 2024, we sold the Hilton La Jolla Torrey Pines hotel pursuant to an Agreement of Purchase and Sale, entered into effective May 6, 2024, for $ 165 million in cash, subject to customary pro-rations and adjustments. The Company owned an indirect 75 % equity interest in the hotel property. Additionally, the Company repaid the $ 66.6 million mortgage loan secured by the hotel property. The net carrying value of the building and furniture, fixtures and equipment was approximately $ 65.2 million as of June 30, 2024. Limited Waiver Under Advisory Agreement The Company, Braemar OP, Braemar TRS, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”), are parties to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018 (as amended, the “Advisory Agreement”). The Company has a mortgage loan maturing in June 2025 with an outstanding principal balance of approximately $ 293 million (the “Loan”) secured by four hotel properties: The Notary Hotel; The Clancy; Sofitel Chicago Magnificent Mile; and Marriott Seattle Waterfront (the “Hotel Properties”). On August 8, 2024, the parties to the Advisory Agreement entered into a Limited Waiver Under Advisory Agreement (the “Waiver Agreement”) that provides, among other things, as follows: (i) From August 8, 2024 until the earlier of (i) November 15, 2025 and (ii) the refinancing of the Loan (the “Loan Outside Date”), the Advisor waives the operation of Section 12.4(a) of the Advisory Agreement that would permit the Advisor to terminate the Advisory Agreement occurring solely as a result from the sale or disposition of one or more of the Hotel Properties as a result of a mortgage foreclosure, deed-in-lieu of mortgage foreclosure, mezzanine loan foreclosure or an assignment in-lieu of a mezzanine loan foreclosure following the failure of the Company to pay, upon the maturity of the Loan, all amounts due and payable thereunder (the “Limited Waiver”); (ii) Upon the satisfaction of certain conditions, the Company may request the Advisor agree to amend the Waiver Agreement to extend the Loan Outside Date for a period not to exceed ninety (90) days from November 15, 2025 and if the Advisor agrees to such amendment, the Advisor shall not be entitled to any further consideration in respect thereof; (iii) If the members of the Board of Directors of the Company (the “Board”) change such that members who constitute the Board as of August 8, 2024 (the “Incumbent Board”) no longer constitute at least a majority of the Board (other than those whose election to the Board is approved or recommended to stockholders of the Company by a vote of at least a majority of the Incumbent Board), the Limited Waiver shall be null and void ab initio (but the consideration provided by the Company to the Advisor as described in item (iv) below shall remain in force); and (iv) In exchange for the Limited Waiver and the other agreements provided by the Advisor in the Waiver Agreement, the Company agrees to pay the Advisor an amount equal to the Advisor’s obligation under the Advisor’s current employment agreement with Richard J. Stockton, the Company’s President and Chief Executive Officer (the “Stockton Employment Agreement”), to pay Mr. Stockton a multiple of his Base Salary (as defined in the Stockton Employment Agreement) that becomes payable by the Advisor to Mr. Stockton as the result of the occurrence of certain events as more fully described in the Waiver Agreement. Mortgage Loan Refinance On August 7, 2024, the Company closed on a refinancing involving five hotels. The new loan totals $ 407 million and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions, taking the final maturity to 2029. The loan is interest only and provides for a floating interest rate of SOFR + 3.24 %. As part of this financing, the Company acquired $ 42.2 million of the most junior tranche of the loan, which lowered its net spread on the $ 364.8 million remaining loan amount to SOFR + 3.01 %. The loan is secured by five hotels: Pier House Resort & Spa, Bardessono Hotel & Spa, Hotel Yountville, The Ritz-Carlton Sarasota, and The Ritz-Carlton St. Thomas. The new loan refinanced the $ 80.0 million loan secured by the Pier House Resort & Spa which had an interest rate of SOFR + 3.60 % and had a final maturity date in September 2025, the $ 42.5 million loan secured by The Ritz-Carlton St. Thomas which had an interest rate of SOFR + 4.35 % and had a final maturity date in August 2026, and the $ 200.0 million secured credit facility secured by The Ritz-Carlton Sarasota, Hotel Yountville, and Bardessono Hotel & Spa which had an interest rate of SOFR + 3.10 % and had a final maturity date in July 2027. 33