Related Party Transactions | Related Party Transactions As an asset manager providing advisory services to Ashford Trust and Braemar, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Braemar, related party transactions are inherent in our business. Unless otherwise noted, the activity of Ashford Trust includes Stirling OP. Details of our related party transactions are presented below. Ashford Trust — We are a party to an amended and restated advisory agreement with Ashford Trust and its operating subsidiary, Ashford Hospitality Limited Partnership (“Ashford Trust OP”). On March 12, 2024, we entered into the Third Amended and Restated Advisory Agreement with Ashford Trust (the “Third Amended and Restated Advisory Agreement”). The Third Amended and Restated Advisory Agreement amends and restates the terms of the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to, among other items: (i) require Ashford Trust pay the advisor the Portfolio Company Fee (as defined in the Third Amended and Restated Advisory Agreement) upon certain specified defaults under Ashford Trust’s loan agreements resulting in the foreclosure of Ashford Trust’s hotel properties, (ii) provide that there shall be no additional payments to the advisor from the amendments to the master hotel management agreement between Ashford Trust and Remington Hospitality and the master project management agreement between Ashford Trust and Premier until Ashford Trust’s senior secured credit facility with Oaktree Capital Management, L.P. is paid in full, and limits, for a period of two years thereafter, the incremental financial impact to no more than $2 million per year in additional payments to the advisor from such amendments, (iii) reduces the Consolidated Tangible Net Worth covenant (as defined in the Third Amended and Restated Advisory Agreement) to $750 million (plus 75% of net equity proceeds received) from $1 billion (plus 75% of net equity proceeds received), (iv) revise the criteria that would constitute a Company Change of Control (as defined in the Third Amended and Restated Advisory Agreement), (v) revise the definition of termination fee to provide for a minimum amount of such termination fee and (vi) revise the criteria that would constitute a voting control event. We are also a party to an advisory agreement with Stirling and Stirling’s subsidiary Stirling OP. The base fee is paid monthly calculated as 1.25% of the aggregate net asset value (“NAV”) of Stirling’s common shares and Stirling OP’s units, excluding Stirling’s Class E Common Shares (the “Class E Common Shares”) and Stirling OP’s Class E Units (the “Class E Units”), before giving effect to any accruals for any fees or distributions. The base fee may be paid, at the Company’s election, in cash or cash equivalent aggregate NAV amounts of Class E Common Shares or Class E Units. If the Company elects to receive any portion of its base fee in Class E Common Shares or Class E Units, the Company may elect to have Stirling repurchase such Class E Common Shares or Class E Units from the Company at a later date at a repurchase price per Class E Common Share or Class E Unit, as applicable, equal to the NAV per Class E Common Share. As long as the advisory agreement is not terminated, the Company holds a performance participation interest in Stirling OP that entitles it to receive an allocation from Stirling OP equal to 12.5% of the total return on certain classes of Stirling OP’s units, subject to certain terms. The Company may allocate up to 50% of the performance participation interest to its employees. Premier is party to master project management agreements with Ashford Trust OP and certain of its affiliates and, as of December 2023, Stirling OP and certain of its affiliates, to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Ashford Trust and Stirling. On March 12, 2024, Premier entered into an Amended and Restated Master Project Management Agreement with Ashford Trust OP (the “A&R PMA”). The provisions of the A&R PMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years, provided that at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%. Remington is party to a master hotel management agreement with Ashford Trust and certain of its affiliates to provide hotel management services. Remington additionally manages three of Stirling OP’s properties. On March 12, 2024, Remington entered into a Second Consolidated, Amended and Restated Hotel Master Management Agreement with Ashford TRS Corporation, a wholly owned subsidiary of Ashford Trust OP (the “Second A&R HMA”). The provisions of the Second A&R HMA are substantially the same as in the Consolidated, Amended and Restated Hotel Master Management Agreement, dated as of August 8, 2018. The Second A&R HMA provides for an initial term of ten years as to each hotel governed by the Second A&R HMA. The term may be renewed by Remington, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years, provided that at the time the option to renew is exercised, Remington is not then in default under the Second A&R HMA. The Second A&R HMA also provides that Remington may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties. Lismore has certain agreements with Ashford Trust to provide debt placement, modifications and refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. Lismore has entered into various 12-month agreements with Ashford Trust to seek modifications or refinancings of certain mortgage loans held by Ashford Trust. For the three months ended March 31, 2024, Lismore recognized approximately $6,000 in revenue under the agreement. As of March 31, 2024 and December 31, 2023, the Company had $527,000 and $183,000, respectively, of deferred income recorded related to these agreements. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended March 31, 2024 2023 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 8,221 $ 8,468 Hotel management fees: Base management fees 5,815 6,357 Incentive management fees 1,046 566 Total hotel management fees revenue (1) 6,861 6,923 Design and construction fees revenue (2) 3,722 3,381 Other revenue: Watersports, ferry and excursion services (4) 18 16 Debt placement and related fees (5) 31 395 Premiums earned (6) 1,117 — Cash management fees (7) 25 71 Claims management services (8) 6 1 Other services (9) 392 397 Total other revenue 1,589 880 Cost reimbursement revenue 77,255 69,577 Total revenues $ 97,648 $ 89,229 REVENUES BY SEGMENT (10) Advisory $ 14,709 $ 12,762 Remington 69,871 70,000 Premier 5,985 5,221 INSPIRE 54 29 RED 49 28 OpenKey 27 30 Corporate and other (11) 6,953 1,159 Total revenues $ 97,648 $ 89,229 COST OF REVENUES Cost of revenues for audio visual (3) $ 2,533 $ 2,655 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (3) $ 6,337 $ 6,495 ________ (1) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (2) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (3) INSPIRE and RED primarily contract directly with customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (4) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers. (5) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (6) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (7) Cash management fees include revenue earned by providing active management and investment of Ashford Trust’s excess cash in short-term U.S. Treasury securities. (8) Claims management services include revenue earned from providing insurance claim assessment and administration services. (9) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness. (10) See note 16 for discussion of segment reporting. (11) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Ashford Trust’s capital contributions to Ashford Securities under a Fourth Amended and Restated Contribution Agreement among the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. Braemar — We are also a party to an amended and restated advisory agreement with Braemar and its operating subsidiary, Braemar Hospitality Limited Partnership (“Braemar OP”). Premier is party to a master project management agreement with Braemar OP and Braemar TRS Corporation, a wholly owned subsidiary of Braemar OP, and certain of their affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. On February 12, 2024, Premier entered into Amendment No. 2 to the Master Project Management Agreement (the “MPMA”) with Braemar. The provisions of the MPMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The MPMA provides that fees from Braemar will be 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. Remington is party to a master hotel management agreement with Braemar TRS Corporation and certain of its affiliates to provide hotel management services. Lismore has certain agreements with Braemar to provide debt placement, modifications and refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. Lismore has entered into a 12-month agreement with Braemar to seek modifications or refinancings of certain mortgage debt held by Braemar. For the three months ended March 31, 2024, Lismore recognized approximately $454,000 in revenue under the agreement. As of March 31, 2024 and December 31, 2023, the Company had $4,000 and $52,000 of deferred income recorded related to the agreement. The following table summarizes the revenues and expenses related to Braemar (in thousands): Three Months Ended March 31, 2024 2023 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 3,326 $ 3,640 Incentive advisory fees (1) 67 67 Other advisory revenue (2) 130 128 Total advisory services fees revenue 3,523 3,835 Hotel management fees: Base management fees 541 577 Incentive management fees 24 — Total hotel management fees revenue (3) 565 577 Design and construction fees revenue (4) 4,682 2,520 Other revenue: Watersports, ferry and excursion services (6) 745 618 Debt placement and related fees (7) 987 — Premiums earned (8) 157 — Cash management fees (9) 5 55 Claims management services (10) 1 — Other services (11) 61 89 Total other revenue 1,956 762 Cost reimbursement revenue 5,254 14,519 Total revenues $ 15,980 $ 22,213 REVENUES BY SEGMENT (12) Advisory $ 6,540 $ 8,118 Remington 7,189 6,684 Premier 5,841 3,440 INSPIRE 30 24 RED 779 628 OpenKey 9 9 Corporate and other (13) (4,408) 3,310 Total revenues $ 15,980 $ 22,213 COST OF REVENUES (5) Cost of revenues for audio visual $ 1,077 $ 1,171 Other 742 632 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 2,933 $ 2,929 Watersports, ferry and excursion services revenue from guests at REIT properties (5) 1,032 765 ________ (1) The incentive advisory fees for the three months ended March 31, 2024 and 2023 includes the pro rata portion of the third year and second year installment, respectively, of the 2022 incentive advisory fee. Incentive fee payments are subject to meeting the December 31st FCCR Condition each year, as defined in our advisory agreements. The annual total stockholder return did not meet the relevant incentive fee thresholds during the 2023 measurement period. (2) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term. (3) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (4) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (5) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (6) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers. (7) Debt placement and related fees are earned by Lismore for providing debt placement, modification and refinancing services. (8) Premiums earned is recognized by our insurance subsidiary, Warwick, from general liability and workers’ compensation insurance premiums. Revenue from insurance premiums is recognized ratably over the contractual terms of the respective written policy. (9) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities. (10) Claims management services include revenue earned from providing insurance claim assessment and administration services. (11) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness. (12) See note 16 for discussion of segment reporting. (13) The Corporate and Other segment’s revenue includes cost reimbursement revenue from Braemar’s capital contributions to Ashford Securities under a Fourth Amended and Restated Contribution Agreement among the Company, Ashford Trust and Braemar. Capital contributions are divided between the Company, Ashford Trust and Braemar based upon the actual amount of capital raised through Ashford Securities for each company which may result in increases or decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below. Ashford Securities — On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”, and as further amended from time to time, the “Contribution Agreement”) was entered into by the Company, Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) with respect to funding certain expenses of Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023, there was a true up (the “Amended and Restated True-Up Date”) among the Parties whereby the actual amount contributed by each Party was based on the actual amount of capital raised by such Party through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-Up Ratio”). On January 27, 2022, the Parties entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in aggregate contributions to Ashford Securities allocated 10% to the Company, 45% to Ashford Trust and 45% to Braemar. On February 1, 2023, the Company entered into a Third Amended and Restated Contribution Agreement, which provided that after the Amended and Restated True-Up Date, capital contributions for the remainder of fiscal year 2023 would be divided between each Party based on the Initial True-Up Ratio, there would be a true up reflecting amounts raised by Ashford Securities since June 10, 2019, and thereafter, the capital contributions would be divided among each Party in accordance the cumulative ratio of capital raised by the Parties. On January 25, 2024, Ashford Trust paid the Company $3.2 million for Ashford Trust’s portion of their contributions to fund Ashford Securities as calculated under the 2023 year-end true-up pursuant to the Third Amended and Restated Contribution Agreement. On the same day, the Company paid Braemar $3.5 million which consisted of $293,000 and $3.2 million for the Company’s and Ashford Trust’s portion of their contributions to fund Ashford Securities, respectively, which were owed to Braemar as calculated under the 2023 year-end true-up pursuant to the Third Amended and Restated Contribution Agreement. Effective January 1, 2024, the Company entered into a Fourth Amended and Restated Contribution Agreement with Ashford Trust and Braemar which states that, notwithstanding anything in the prior contribution agreements: (1) the Parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter will be based on the ratio of the amounts raised by each Party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the Parties through Ashford Securities the prior quarter. To the extent contributions made by any of the Parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the Parties shall make true up payments to each other to settle the difference. On March 29, 2024, Ashford Trust paid the Company $3.4 million for Ashford Trust’s portion of their contributions to fund Ashford Securities as calculated pursuant to the Fourth Amended and Restated Contribution Agreement. On the same day, the Company paid Braemar $5.9 million which consisted of $2.5 million and $3.4 million for the Company’s and Ashford Trust’s portion of their contributions to fund Ashford Securities, respectively, which were owed to Braemar pursuant to the Fourth Amended and Restated Contribution Agreement. As of March 31, 2024, Ashford Trust and Braemar had funded approximately $7.9 million and $12.9 million, respectively. The Company recognized cost reimbursement revenue from Ashford Trust in our condensed consolidated statements of operations of $5.4 million and $398,000 for the three months ended March 31, 2024 and 2023, respectively. The Company recognized a reduction to cost reimbursement revenue from Braemar in our condensed consolidated statements of operations of $5.6 million for the three months ended March 31, 2024. The Company recognized cost reimbursement revenue from Braemar in our condensed consolidated statements of operations of $3.2 million for the three months ended March 31, 2023. Cost reimbursement revenue for the three months ended March 31, 2024 includes $478,000 of dealer manager fees earned by Ashford Securities for the placement of non-listed preferred equity offerings of Ashford Trust. Expiration of ERFP Agreement Related Leases with Ashford Trust — On June 26, 2018, the Company entered into an Enhanced Return Funding Program Agreement with Ashford Trust (the “Ashford Trust ERFP Agreement”). Although the Ashford Trust ERFP Agreement expired in accordance with its terms on June 26, 2021, certain obligations of the parties survived. In the first quarter of 2023, Ashford Trust purchased FF&E with a net book value of $1.5 million from the Company at the fair market value of $450,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recorded a loss on the sale of the FF&E of $1.0 million which is included within “other” operating expense in our condensed consolidated statement of operations for the three months ended March 31, 2023. In the fourth quarter of 2023, Ashford Trust purchased FF&E with a net book value of $2.4 million from the Company at the fair market value of $630,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recognized a $630,000 outstanding receivable which is recorded in “due from Ashford Trust” in our condensed consolidated balance sheet as of March 31, 2024. Other Related Party Transactions — On January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. We accounted for this transaction as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets. Upon the acquisition date, the operating lease asset and corresponding operating lease liability of $17.2 million associated with the Company’s lease with RHC was eliminated upon consolidation. The following table summarizes the assets and liabilities acquired by the Company on the asset acquisition date (in thousands): January 3, 2023 Restricted cash $ 849 Property and equipment, net 2,183 Operating lease right-of-use assets 15,017 Total assets acquired 18,049 Operating lease liabilities 17,200 Other liabilities 849 Total assumed liabilities 18,049 Net assets acquired $ — On March 2, 2023, the Company entered into (i) a Limited Waiver Under Advisory Agreement with Braemar, Braemar OP, and Braemar TRS Corporation (the “2023 Braemar Limited Waiver”) and (ii) a Limited Waiver Under Advisory Agreement with Ashford Trust, Ashford Trust OP, and Ashford TRS Corporation (the “2023 Ashford Trust Limited Waiver” and, together with the 2023 Braemar Limited Waiver, the “2023 Limited Waivers”) . Pursuant to the 2023 Limited Waivers, the parties to the respective advisory agreements waive the operation of any provision of the advisory agreements that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first and second fiscal quarters of calendar year 2023 (the “2023 Waiver Period”) , cash incentive compensation to employees and other representatives of the Company; provided that, pursuant to the 2023 Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $13.1 million , in the aggregate, during the 2023 Waiver Period. On December 7, 2023, the Company contributed $200,000 to Stirling OP in exchange for 8,000 Class E Units resulting in an interest of less than one percent in Stirling OP. The contribution is recorded as an equity method investment within “investments” in our condensed consolidated balance sheet. The Company will also advance on Stirling’s behalf certain of its organizational and offering expenses and general and administrative expenses through December 31, 2024, at which point Stirling will reimburse the Company for all such advanced expenses ratably over 60 months following such date. On March 11, 2024, the Company entered into (i) a Limited Waiver Under Advisory Agreement with Ashford Trust, Ashford Trust Op, and Ashford TRS Corporation (the “2024 Ashford Trust Limited Waiver”) and (ii) a Limited Waiver Under Advisory Agreement with Braemar, Braemar OP and Braemar TRS Corporation (together with the 2024 Ashford Trust Limited Waiver, the “2024 Limited Waivers”). Pursuant to the 2024 Limited Waivers, the parties to the respective advisory agreements waive the operation of any provision in the advisory agreements that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during calendar year 2024, cash incentive compensation to employees and other representatives of the Company and its affiliates. Ashford Trust held a 15.06% noncontrolling interest in OpenKey and Braemar held a 7.92% noncontrolling interest in OpenKey as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024, the Company loaned our consolidated subsidiary OpenKey $921,000 to fund OpenKey’s operations. The loan balance was eliminated upon consolidation in our condensed consolidated financial statements. See also notes 2 and 10. |