Braemar Hotels & Resorts Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001574085-25-000092
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001574085-25-000130
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 188 previous paragraphs and 198 current paragraphs.
107 unchanged; 72 reworded; 18 added; 7 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
On August 15, 2025, the Company refinanced its $140.0 million mortgage loan secured by the Four Seasons Scottsdale which had an interest rate of SOFR + 3.75% and a final maturity date in December 2028. The new non-recourse loan has a balance of $180.0 million and bears interest at a floating rate of SOFR + 3.00%. The new loan has a three-year initial term with two, one-year extension options, subject to the satisfaction of certain conditions.
Current report
On August 25, 2025, Braemar, Ashford Trust, and Ashford Inc. (collectively, the “Company Group”) entered into a cooperation agreement (the “Agreement”) with Babak “Bob” Ghassemieh and certain related parties of Mr. Ghassemieh (together with the other signatories other than the Company Group, the “Ghassemieh Group”).
Current report
Pursuant to the Agreement, the Company appointed Mr. Ghassemieh to the Company’s board of directors (the “Board”) and the Ghassemieh Group agreed to withdraw the notice delivered to the Company on June 2, 2025, purporting to nominate director candidates to the Board. In addition, the Company agreed to nominate Mr. Ghassemieh or a Replacement Director (as defined below) for election at the Company’s 2025 and 2026 annual stockholder meetings.
Current report
The Agreement provides the Ghassemieh Group rights to a replacement director (a “Replacement Director”) selected by the Board from a specified list of individuals in the event that Mr. Ghassemieh ceases to serve as a director under certain circumstances. These replacement rights fall away if the Ghassemieh Group ceases to hold the Minimum Ownership Threshold (as defined below). Additionally, pursuant to the terms of the Agreement, Mr. Ghassemieh and, if applicable, any Replacement Director, will be required to deliver to the Company an irrevocable resignation letter pursuant to which he or she will resign from the Board and all applicable committees thereof effective immediately if the Ghassemieh Group (i) ceases to hold at least the lesser of 3% of the Company’s then-outstanding common stock and 2,046,583 shares of the Company’s common stock (such lesser amount, the “Minimum Ownership Threshold”) or (ii) if a member of the Ghassemieh Group or certain related parties breach the Agreement or the Company’s policies (subject to cure).
Current report
Pursuant to the Agreement, the Ghassemieh Group has agreed to abide by certain standstill restrictions, voting commitments (subject to exceptions for certain extraordinary transactions) and other provisions with respect to the members of the Company Group, including a mutual non-disparagement provision, each of which will remain in effect until the later of (i) the date of the Company’s 2026 Annual Meeting of Stockholders and (ii) the date that is three months after the last day that Mr. Ghassemieh (or a Replacement Director) is a member of the Board.
Current report
On August 26, 2025, Braemar entered into an agreement with Ashford Inc. to explore a potential sale of Braemar. Pursuant to the Letter Agreement, Braemar and Ashford Inc. agreed that the termination fee payable to Ashford Inc. under the advisory agreement is $574.8 million (exclusive of accrued fees). However, Braemar and Ashford Inc. have agreed to the payment of a discounted aggregate amount of $480.0 million plus accrued fees. Ashford Inc. received a $17.0 million payment upon execution of the agreement. The $17.0 million payment will be credited against other amounts due to Ashford Inc. from Braemar if the sale of the Company does not occur before July 1, 2028.
Current report
On November 6, 2025, we sold The Clancy pursuant to an Agreement of Purchase and Sale, entered into effective October 6, 2025, for $115.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $64.7 million on the mortgage loan that was partially secured by the hotel property.
Current report
The increase in indirect expenses comprises increases in: (i) general and administrative costs of $1.2 million comprising an aggregate increase of $2.0 million at our 14 comparable hotel properties partially offset by a decrease of $778,000 from the two disposed hotel properties; (ii) repairs and maintenance of $314,000 comprising an aggregate increase of $622,000 at our 14 comparable hotel properties partially offset by a decrease of $308,000 from the two disposed hotel properties; and (iii) energy costs of $55,000 comprising an aggregate increase of $297,000 at our 14 comparable hotel properties, partially offset by a decrease of $242,000 from the two disposed hotel properties. These increases were partially offset by decreases in: (i) marketing costs of $502,000 comprising a decrease of $786,000 from the two disposed hotel properties partially offset by an aggregate increase of $284,000 at our 14 comparable hotel properties; (ii) incentive management fees of $406,000 comprising an aggregate decrease of $46,000 at our 14 comparable hotel properties and a decrease of $360,000 from the two disposed hotel properties; and (iii) lease expense of $176,000 comprising a decrease of $176,000 from the two disposed hotel properties.
Current report
The decrease in direct expenses is associated with lower direct expenses of approximately $292,000 at six comparable hotel properties and a decrease of $92,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $357,000 at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Sofitel Chicago Magnificent Mile, The Notary Hotel, Bardessono Hotel and Spa, The Ritz-Carlton Reserve Dorado Beach and Cameo Beverly Hills.
Current report
In the 2024 quarter, we recorded an advisory services fee of $8.6 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.2 million, incentive fee of $1.5 million, and equity-based compensation of $427,000.
Current report
Corporate General and Administrative. Corporate general and administrative expense was $3.8 million in the 2025 quarter and consisted of $3.5 million in professional fees, $632,000 of public company costs, and $93,000 of miscellaneous expenses. These expenses were partially offset by an expense reduction of $400,000 from an insurance recovery for prior legal expenses.
Current report
Corporate general and administrative expense was $8.9 million in the 2024 quarter and consisted of $1.6 million in professional fees, $6.0 million of reimbursed legal costs, $723,000 in miscellaneous expenses and $564,000 in public company costs.
Current report
Gain (loss) on disposition of assets and hotel property. In the 2025 quarter, we recorded a gain of approximately $41.0 million related to the sale of Seattle Marriott Waterfront. In the 2024 quarter, we recorded a gain of approximately $88.2 million related to the sale of Hilton La Jolla Torrey Pines.
Current report
Gain (loss) on Extinguishment of Debt. In the 2025 quarter, we recognized a loss of $1.6 million from the write-off of deferred loan costs resulting from the paydown on the mortgage loan partially secured by the Marriott Seattle Waterfront in conjunction with the sale of the property. There was no such gain (loss) recognized in the 2024 quarter.
Current report
In the 2025 period, we recorded an advisory services fee of $21.7 million, which included a base advisory fee of $10.6 million, reimbursable expenses of $10.4 million, an incentive fee of $746,000 and a credit to expense of $24,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Current report
Gain (loss) on disposition of assets and hotel property. In the 2025 period, we recorded a gain of approximately $41.0 million primarily related to the sale of Seattle Marriott Waterfront. In the 2024 period we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines.
Current report
On August 15, 2025, the Company refinanced its $140.0 million mortgage loan secured by the Four Seasons Scottsdale which had an interest rate of SOFR + 3.75% and a final maturity date in December 2028. The new non-recourse loan has a balance of $180.0 million and bears interest at a floating rate of SOFR + 3.00%. The new loan has a three-year initial term with two, one-year extension options, subject to the satisfaction of certain conditions.
Current report
On November 6, 2025, we sold The Clancy pursuant to an Agreement of Purchase and Sale, entered into effective October 6, 2025, for $115.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $64.7 million on the mortgage loan that was partially secured by the hotel property.
Removed paragraphs (7)
Previous report
On April 1, 2025, Ms. Kellie Sirna was appointed to serve on our board of directors, effective immediately, to serve until the next annual meeting of stockholders of the Company or until her successor is duly elected and qualified. The board of directors has determined that Ms. Sirna is an independent director under NYSE listing standards and the Company’s corporate governance guidelines.
Previous report
On May 5, 2025, the Company completed the transition of the 415-room Sofitel Chicago Magnificent Mile from a brand-managed hotel to a franchise structure. Under the franchise structure, the hotel will continue to be the Sofitel Chicago Magnificent Mile, but will be managed by Remington Hospitality under the existing terms of its Master Hotel Management Agreement. The management agreement with Remington Hospitality is terminable upon the sale of the hotel. The Company plans to renovate the lobby, restaurant, and meeting space over the next two years.
Previous report
The increase in direct expenses is associated with higher direct expenses of approximately $587,000 at nine comparable hotel properties, partially offset by lower direct expenses of $212,000 due to the sale of Hilton La Jolla Torrey Pines and an aggregate decrease of approximately $135,000 at Park Hyatt Beaver Creek Resort & Spa, The Clancy, Bardessono Hotel and Spa, Sofitel Chicago Magnificent Mile, Capital Hilton and Hotel Yountville.
Previous report
The decrease in indirect expenses comprises decreases in: (i) incentive management fees of $1.1 million comprising an aggregate decrease of $1.0 million at our 15 comparable hotel properties and a decrease of $132,000 at the one disposed hotel property; (ii) lease expense of $926,000 comprising a decrease of $1.0 million at the one disposed hotel property partially offset by an aggregate increase of $87,000 at our 15 comparable hotel properties; (iii) general and administrative costs of $101,000 comprising a decrease of $936,000 at the one disposed hotel property partially offset by an aggregate increase of $835,000 at our 15 comparable hotel properties; and (iv) marketing costs of $67,000 comprising a decrease of $975,000 at the one disposed hotel property partially offset by an aggregate increase of $908,000 at our 15 comparable hotel properties. These decreases were partially offset by increases in: (i) repairs and maintenance of $170,000 comprising an aggregate increase of $505,000 at our 15 comparable hotel properties partially offset by a decrease of $335,000 at the one disposed hotel property; and (ii) energy costs of $112,000 comprising an aggregate increase of $552,000 at our 15 comparable hotel properties, partially offset by a decrease of $440,000 at the one disposed hotel property.
Previous report
In the 2024 quarter, we recorded an advisory services fee of $7.8 million, which included a base advisory fee of $3.3 million, reimbursable expenses of $3.0 million, equity-based compensation of $883,000 and an incentive fee of $648,000.
Previous report
Corporate General and Administrative. Corporate general and administrative was a credit to expense of $2.3 million in the 2025 quarter as compared to expense of $4.5 million in the 2024 quarter. The decrease in corporate general and administrative expense is primarily due to a $5.0 million insurance recovery for prior legal expenses, a decrease in professional fees of $1.9 million and miscellaneous expenses of $251,000, partially offset by an increase in public company costs of $375,000.
Previous report
In the 2025 period, we recorded an advisory services fee of $13.8 million, which included a base advisory fee of $7.1 million, reimbursable expenses of $6.6 million, an incentive fee of $270,000 and a credit to expense of $99,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Reworded paragraphs (72)
Previous wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of June 30, 2025, we owned interests in 15 hotel properties in seven states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,807 total rooms, or 3,667 net rooms, excluding those attributable to our joint venture partner. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 14 of our hotel properties directly and one hotel property through an investment in a majority-owned consolidated entity.
Current wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of September 30, 2025, we owned interests in 14 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,438 total rooms, or 3,298 net rooms, excluding those attributable to our joint venture partner. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 13 of our hotel properties directly and one hotel property through an investment in a majority-owned consolidated entity.
Previous wording
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of June 30, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 15 hotel properties. Third-party management companies managed the remaining hotel properties.
Current wording
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of September 30, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 14 hotel properties. Third-party management companies managed the remaining hotel properties.
Previous wording
Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of June 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,482,564 shares of Ashford Inc. common stock, which if converted as of June 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of June 30, 2025 those rights represented approximately 565,000 common shares.
Current wording
Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of September 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,491,456 shares of Ashford Inc. common stock, which if converted as of September 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of September 30, 2025, those rights represented approximately 565,000 common shares.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing the full effects of the legislation on our effective tax rate and cash tax position, but the changes resulting from the tax provisions in the OBBBA are not expected to have a material impact on our consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The tax provisions in the OBBBA did not have a material impact on our consolidated financial statements.
Previous wording
All hotel properties owned for the three months ended June 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the three months ended June 30, 2025 and 2024. The hotel property listed below is not a comparable hotel property for the periods indicated and all other hotel properties are considered comparable hotel properties. The following disposition affects reporting comparability related to our condensed consolidated financial statements:
Current wording
All hotel properties owned for the three months ended September 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the three months ended September 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following dispositions affect reporting comparability related to our condensed consolidated financial statements:
Previous wording
The following table illustrates the key performance indicators of the 15 hotel properties that were owned for the full three months ended June 30, 2025 and 2024:
Current wording
The following table illustrates the key performance indicators of the 14 hotel properties that were owned for the full three months ended September 30, 2025 and 2024:
Previous wording
Net Income (Loss) Attributable to the Company. Net loss attributable to the Company decreased $6.1 million, from $11.6 million for the three months ended June 30, 2024 (the “2024 quarter”) to $5.5 million for the three months ended June 30, 2025 (the “2025 quarter”), as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $6.9 million, from $12.6 million for the three months ended September 30, 2024 (the “2024 quarter”) to $5.7 million for the three months ended September 30, 2025 (the “2025 quarter”), as a result of the factors discussed below.
Previous wording
Rooms Revenue. Rooms revenue decreased $6.4 million, or 5.5%, to $109.8 million during the 2025 quarter compared to the 2024 quarter primarily due to the sale of the Hilton La Jolla Torrey Pines in July 2024. During the 2025 quarter, our 15 comparable hotel properties experienced a 39 basis point increase in occupancy and a 0.8% increase in room rates.
Current wording
Rooms Revenue. Rooms revenue decreased $6.7 million, or 7.3%, to $85.7 million during the 2025 quarter compared to the 2024 quarter primarily due to the sales of Marriott Seattle in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 quarter, our 14 comparable hotel properties experienced a 209 basis point decrease in occupancy and a 4.4% increase in room rates.
Previous wording
Food and Beverage Revenue. Food and beverage revenue decreased $2.0 million, or 4.2%, to $45.6 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to a decrease of $4.8 million at the Hilton La Jolla Torrey Pines as a result of its sale on July 17, 2024 and a decrease of $2.6 million at Capital Hilton, The Ritz-Carlton St. Thomas, Park Hyatt Beaver Creek Resort & Spa, Cameo Beverly Hills and The Notary Hotel. These decreases were partially offset by an aggregate increase of $5.4 million at 10 comparable hotel properties.
Current wording
Food and Beverage Revenue. Food and beverage revenue increased $1.9 million, or 5.3%, to $36.6 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $5.4 million at nine comparable hotel properties, partially offset by a decrease of $2.3 million at The Ritz-Carlton St. Thomas, The Notary Hotel, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $1.2 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines.
Previous wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $115,000, or 0.5%, to $23.7 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to an aggregate decrease in other hotel revenue of $663,000 at Park Hyatt Beaver Creek Resort & Spa, Four Seasons Resort Scottsdale, Cameo Beverly Hills, The Ritz-Carlton St. Thomas, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $1.5 million due to the sale of Hilton La Jolla Torrey Pines, partially offset by an aggregate increase of $2.0 million at nine comparable hotel properties.
Current wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $28,000, or 0.1%, to $21.2 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $1.9 million at seven comparable hotel properties, partially offset by a decrease of $959,000 due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and a decrease of $868,000 at Four Seasons Resort Scottsdale, Cameo Beverly Hills, Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, The Clancy, Hotel Yountville and The Ritz-Carlton Reserve Dorado Beach.
Previous wording
Rooms Expense. Rooms expense decreased $191,000, or 0.7%, to $27.3 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily attributable to an aggregate decrease of $306,000 at six comparable hotel properties and a decrease of $1.5 million due to the sale of Hilton La Jolla Torrey Pines, partially offset by an aggregate increase of $1.6 million at The Ritz-Carlton Reserve Dorado Beach, Four Seasons Resort Scottsdale, The Clancy, The Ritz-Carlton Lake Tahoe, Marriott Seattle Waterfront, The Ritz-Carlton Sarasota, Capital Hilton and The Notary Hotel.
Current wording
Rooms Expense. Rooms expense decreased $820,000, or 3.2%, to $24.7 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily attributable to an aggregate decrease of $1.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $789,000 at five comparable hotel properties. These decreases are partially offset by an aggregate increase of $1.4 million at The Ritz-Carlton Reserve Dorado Beach, The Clancy, The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Capital Hilton, Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.
Previous wording
Food and Beverage Expense. Food and beverage expense decreased $897,000, or 2.4%, to $35.8 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to an aggregate decrease of $678,000 at six comparable hotel properties and a decrease of $2.4 million due to the sale of Hilton La Jolla Torrey Pines, partially offset by an aggregate increase of $2.2 million at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, Marriott Seattle Waterfront, Pier House Resort & Spa, The Notary Hotel, The Clancy and Capital Hilton.
Current wording
Food and Beverage Expense. Food and beverage expense decreased $1.3 million, or 4.1%, to $30.7 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to an aggregate decrease of $2.1 million at five comparable hotel properties and a decrease of $1.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $1.9 million at The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Capital Hilton, Park Hyatt Beaver Creek Resort & Spa, Hotel Yountville, The Notary Hotel, Pier House Resort & Spa and Sofitel Chicago Magnificent Mile.
Previous wording
Other Operating Expenses. Other operating expenses decreased $1.7 million, or 2.9%, to $56.4 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Current wording
Other Operating Expenses. Other operating expenses increased $466,000, or 0.9%, to $51.8 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Previous wording
We experienced an increase of $240,000 in direct expenses and a decrease of $2.0 million in indirect expenses and incentive management fees in the 2025 quarter as compared to the 2024 quarter. Direct expenses were 4.6% of total hotel revenue in the 2025 quarter and 4.2% in the 2024 quarter.
Current wording
We experienced an increase of $493,000 in indirect expenses and incentive management fees and a decrease of $27,000 in direct expenses in the 2025 quarter as compared to the 2024 quarter. Direct expenses were 5.0% of total hotel revenue in the 2025 quarter and 4.9% in the 2024 quarter.
Previous wording
Management Fees. Base management fees decreased $527,000, or 8.7%, to $5.5 million in the 2025 quarter compared to the 2024 quarter. Base management fees decreased by $382,000 at seven comparable hotel properties and by $424,000 at the one disposed hotel property. These decreases were partially offset by an aggregate increase of $279,000 at Sofitel Chicago Magnificent Mile, The Notary Hotel, The Clancy, Marriott Seattle Waterfront, Pier House Resort & Spa, The Ritz-Carlton Lake Tahoe, The Ritz-Carlton Reserve Dorado Beach and Four Seasons Resort Scottsdale.
Current wording
Management Fees. Base management fees decreased $429,000, or 8.8%, to $4.4 million in the 2025 quarter compared to the 2024 quarter. Base management fees decreased by $389,000 at eight comparable hotel properties and $294,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of $254,000 at The Clancy, The Ritz-Carlton Reserve Dorado Beach, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, Pier House Resort & Spa and Hotel Yountville.
Previous wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $2.2 million, or 21.5%, to $7.9 million in the 2025 quarter compared to the 2024 quarter. The decrease is primarily attributable to an aggregate decrease of approximately $1.7 million at ten comparable hotel properties and a decrease of $766,000 at the one disposed hotel property. These decreases were partially offset by an aggregate increase of approximately $261,000 at the Capital Hilton, Bardessono Hotel and Spa, Cameo Beverly Hills, Four Seasons Resort Scottsdale and The Notary Hotel.
Current wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $1.8 million, or 17.8%, to $8.2 million in the 2025 quarter compared to the 2024 quarter. The decrease is primarily attributable to an aggregate decrease of approximately $316,000 at nine comparable hotel properties and a decrease of $1.9 million from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $383,000 at the Sofitel Chicago Magnificent Mile, The Clancy, Pier House Resort & Spa, The Ritz-Carlton Sarasota and The Notary Hotel.
Previous wording
Depreciation and Amortization. Depreciation and amortization decreased $1.3 million, or 5.4%, to $23.4 million in the 2025 quarter compared to the 2024 quarter. There was an aggregate decrease of $2.2 million at seven comparable hotel properties and a decrease of $1.1 million at the one disposed hotel property, partially offset by an aggregate increase of $1.9 million at The Ritz-Carlton Lake Tahoe, Park Hyatt Beaver Creek Resort & Spa, Ritz Dorado Beach, Cameo Beverly Hills, Four Seasons Resort Scottsdale, Hotel Yountville, The Ritz-Carlton Sarasota and Bardessono Hotel and Spa.
Current wording
Depreciation and Amortization. Depreciation and amortization decreased $1.9 million, or 7.6%, to $23.2 million in the 2025 quarter compared to the 2024 quarter. There was an aggregate decrease of $2.1 million at six comparable hotel properties and a decrease of $2.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $2.3 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton Sarasota, Cameo Beverly Hills, The Ritz-Carlton Lake Tahoe, The Ritz-Carlton Reserve Dorado Beach, Hotel Yountville, Four Seasons Resort Scottsdale and Bardessono Hotel and Spa.
Previous wording
Advisory Services Fee. Advisory services fee decreased $637,000, or 8.1%, to $7.2 million in the 2025 quarter compared to the 2024 quarter due to decreases of $934,000 in equity-based compensation and $460,000 in the incentive fee, partially offset by increases of $616,000 in reimbursable expenses and $141,000 in the base advisory fee.
Current wording
Advisory Services Fee. Advisory services fee decreased $712,000, or 8.3%, to $7.9 million in the 2025 quarter compared to the 2024 quarter due to decreases of $988,000 in the incentive fee and $352,000 in equity-based compensation, partially offset by increases of $594,000 in reimbursable expenses and $34,000 in the base advisory fee.
Previous wording
In the 2025 quarter, we recorded an advisory services fee of $7.2 million, which included reimbursable expenses of $3.6 million, a base advisory fee of $3.5 million, incentive fee of $188,000 and a credit to expense of $51,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Current wording
In the 2025 quarter, we recorded an advisory services fee of $7.9 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.8 million, incentive fee of $476,000 and $75,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Previous wording
Equity in Earnings (Loss) of Unconsolidated Entity. In the 2025 quarter and 2024 quarter, we recorded equity in loss of unconsolidated entity of $0 and $85,000, respectively, related to our investment in OpenKey.
Current wording
Equity in Earnings (Loss) of Unconsolidated Entity. There was no equity in earnings (loss) of unconsolidated entity in the 2025 quarter as a result of impairing the OpenKey investment in the fourth quarter of 2024. In the 2024 quarter we recorded equity in loss of unconsolidated entity of $80,000 related to our investment in OpenKey.
Previous wording
Interest Income. Interest income was $1.5 million and $1.1 million in the 2025 quarter and 2024 quarter, respectively. The increase in interest income in the 2025 quarter was primarily attributable to higher cash balances in the 2025 quarter compared to the 2024 quarter as well as interest income associated with a tranche of CMBS included in investment in securities.
Current wording
Interest Income. Interest income was $1.5 million and $2.7 million in the 2025 quarter and 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower interest income associated with a tranche of CMBS included in investment in securities and lower cash balances in the 2025 quarter compared to the 2024 quarter.
Previous wording
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $1.9 million, or 7.1%, to $25.4 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily due to lower interest expense from lower average interest rates. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.33% and 5.33%, respectively.
Current wording
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $2.7 million, or 9.8%, to $25.2 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily due to lower interest expense from lower average interest rates and lower loan balances partially offset by higher amortization costs. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.35% and 5.17%, respectively.
Previous wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $3,000 in the 2025 quarter. Write-off of loan costs and exit fees was $82,000 in the 2024 quarter, primarily related to various loan modifications.
Current wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $366,000 in the 2025 quarter primarily due to the Scottsdale loan modification. Write-off of loan costs and exit fees was $5.3 million in the 2024 quarter, primarily related to various loan modifications.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $15,000 for the 2025 quarter consisted of a realized gain of $180,000 associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $165,000.
Current wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives of $118,000 for the 2025 quarter consisted of an unrealized loss on interest rate caps of approximately $299,000, partially offset by a realized gain of $181,000 associated with payments received from counterparties on in-the-money interest rate caps.
Previous wording
Realized and unrealized gain on derivatives of $326,000 for 2024 quarter consisted of a realized gain of $1.5 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $1.2 million.
Current wording
Realized and unrealized loss on derivatives of $735,000 for the 2024 quarter consisted of an unrealized loss on interest rate caps of approximately $1.7 million, partially offset by a realized gain of $1.0 million associated with payments received from counterparties on in-the-money interest rate caps.
Previous wording
Income Tax (Expense) Benefit. Income tax benefit increased $231,000, from $114,000 in the 2024 quarter to $345,000 in the 2025 quarter. This increase was primarily due to a decrease in the taxable income of certain of our TRS entities in the 2025 quarter compared to the 2024 quarter.
Current wording
Income Tax (Expense) Benefit. Income tax benefit decreased $216,000, from $864,000 in the 2024 quarter to $648,000 in the 2025 quarter. This decrease was primarily due to a decrease in the taxable loss of certain of our TRS entities in the 2025 quarter compared to the 2024 quarter.
Previous wording
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated income of $115,000 and loss of $303,000 in the 2025 quarter and the 2024 quarter, respectively. At June 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. At June 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
Current wording
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $412,000 and income of $27.4 million in the 2025 quarter and the 2024 quarter, respectively. The allocated income for the 2024 quarter includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. At September 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. At September 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.
Previous wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $1.5 million and $1.9 million in the 2025 quarter and the 2024 quarter, respectively. Redeemable noncontrolling interests in Braemar OP represented ownership interests of 8.51% and 8.02% as of June 30, 2025 and 2024, respectively.
Current wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $607,000 and $124,000 in the 2025 quarter and the 2024 quarter, respectively. Redeemable noncontrolling interests in Braemar OP represented ownership interests of 6.91% and 8.05% as of September 30, 2025 and 2024, respectively.
Previous wording
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current wording
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Previous wording
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 (in thousands except percentages):
Current wording
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024 (in thousands except percentages):
Previous wording
All hotel properties owned for the six months ended June 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the six months ended June 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following disposition affects reporting comparability related to our condensed consolidated financial statements:
Current wording
All hotel properties owned for the nine months ended September 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the nine months ended September 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following disposition affects reporting comparability related to our condensed consolidated financial statements:
Previous wording
The following table illustrates the key performance indicators of all hotel properties that were included in our results of operations during the six months ended June 30, 2025 and 2024:
Current wording
The following table illustrates the key performance indicators of all hotel properties that were included in our results of operations during the nine months ended September 30, 2025 and 2024:
Previous wording
The following table illustrates the key performance indicators of the 15 comparable hotel properties that were owned for the full six months ended June 30, 2025 and 2024:
Current wording
The following table illustrates the key performance indicators of the 14 comparable hotel properties that were owned for the full nine months ended September 30, 2025 and 2024:
Previous wording
Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $1.2 million from $4.4 million for the six months ended June 30, 2024 (the “2024 period”) to $5.5 million for the six months ended June 30, 2025 (the “2025 period”), as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $5.7 million from $17.0 million for the nine months ended September 30, 2024 (the “2024 period”) to $11.3 million for the nine months ended September 30, 2025 (the “2025 period”), as a result of the factors discussed below.
Previous wording
Rooms Revenue. Rooms revenue decreased $8.9 million to $245.9 million during the 2025 period compared to the 2024 period primarily due to the sale of the Hilton La Jolla Torrey Pines in July 2024. During the 2025 period, our 15 comparable hotel properties experienced a 2.6% increase in room rates and a ten basis point increase in occupancy compared to the 2024 period.
Current wording
Rooms Revenue. Rooms revenue decreased $15.6 million to $331.6 million during the 2025 period compared to the 2024 period primarily due to the sales of Marriott Seattle Waterfront in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 period, our 14 comparable hotel properties experienced a 3.5% increase in room rates and an 80 basis point decrease in occupancy compared to the 2024 period.
Previous wording
Food and Beverage Revenue. Food and beverage revenue decreased $3.8 million, or 3.7%, to $97.4 million during the 2025 period compared to the 2024 period. We experienced an aggregate decrease in food and beverage revenue of $3.5 million at six comparable hotel properties and a decrease of $8.9 million due to the sale of Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $8.6 million at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, The Ritz-Carlton Reserve Dorado Beach, The Notary Hotel, Marriott Seattle Waterfront, Pier House Resort & Spa, Bardessono Hotel and Spa and Hotel Yountville.
Current wording
Food and Beverage Revenue. Food and beverage revenue decreased $1.9 million, or 1.4%, to $134.0 million during the 2025 period compared to the 2024 period. We experienced an aggregate decrease in food and beverage revenue of $4.0 million at six comparable hotel properties and a decrease of $9.7 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $11.8 million at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, Pier House Resort & Spa, Bardessono Hotel and Spa, The Notary Hotel and Hotel Yountville.
Previous wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $845,000, or 1.7%, to $51.6 million during the 2025 period compared to the 2024 period. This increase is attributable to higher other hotel revenue of $4.5 million at ten comparable hotel properties. These increases were partially offset by a decrease of $2.9 million due to the sale of Hilton La Jolla Torrey Pines and an aggregate decrease of approximately $751,000 at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, Hotel Yountville, The Clancy and Sofitel Chicago Magnificent Mile.
Current wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $873,000, or 1.2%, to $72.8 million during the 2025 period compared to the 2024 period. This increase is attributable to higher other hotel revenue of $5.8 million at eight comparable hotel properties. These increases were partially offset by a decrease of $3.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of approximately $1.4 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Hotel Yountville and The Clancy.
Previous wording
Rooms Expense. Rooms expense decreased $236,000, or 0.4%, to $55.5 million in the 2025 period compared to the 2024 period. This decrease is attributable to an aggregate decrease in rooms expense of $266,000 at Sofitel Chicago Magnificent Mile, Hotel Yountville and Pier House Resort & Spa, and a decrease of $2.8 million due to the sale of Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $2.8 million at 12 comparable hotel properties.
Current wording
Rooms Expense. Rooms expense decreased $1.1 million, or 1.3%, to $80.2 million in the 2025 period compared to the 2024 period. This decrease is attributable to an aggregate decrease in rooms expense of $845,000 at Sofitel Chicago Magnificent Mile, Park Hyatt Beaver Creek Resort & Spa, Pier House Resort & Spa and The Notary Hotel, and a decrease of $4.0 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $3.8 million at ten comparable hotel properties.
Previous wording
Food and Beverage Expense. Food and beverage expense decreased $1.4 million, or 1.8%, to $76.0 million during the 2025 period compared to the 2024 period. This decrease is attributable to lower aggregate food and beverage expense of approximately $709,000 at The Ritz-Carlton St. Thomas, Cameo Beverly Hills, Park Hyatt Beaver Creek Resort & Spa, Hotel Yountville and Sofitel Chicago Magnificent Mile and a decrease of $4.6 million due to the sale of Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $3.9 million at ten comparable hotel properties.
Current wording
Food and Beverage Expense. Food and beverage expense decreased $2.7 million, or 2.5%, to $106.7 million during the 2025 period compared to the 2024 period. This decrease is attributable to lower aggregate food and beverage expense of approximately $2.0 million at The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $5.3 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $4.7 million at nine comparable hotel properties.
Previous wording
Other Operating Expenses. Other operating expenses decreased $1.4 million, or 1.2%, to $116.8 million in the 2025 period compared to the 2024 period. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Current wording
Other Operating Expenses. Other operating expenses decreased $944,000, or 0.6%, to $168.6 million in the 2025 period compared to the 2024 period. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Showing the first 40 of 72 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Income Tax (Expense) Benefit. Income tax expense was $474,000 in both the 2025 period and the 2024 period.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Other Income (Expense). Other expense was $1.3 million in the 2025 quarter due to a realized loss on the sale of a portion of CMBS.
Previous report — wording carried elsewhere
Income Tax (Expense) Benefit. Income tax expense decreased $216,000, from $1.3 million in the 2024 period to $1.1 million in the 2025 period. This decrease was primarily due to a decrease in the taxable income of certain of our TRS entities in the 2025 period compared to the 2024 period.