Good day and welcome to the Ashford Hospitality Trust Third Quarter 2018 Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Jordan Jennings.

Good day, everyone and welcome to today’s conference call to review the results for Ashford Hospitality Trust for the third quarter of 2018 and to update you on recent developments. On the call today will be Douglas Kessler, President and Chief Executive Officer; Deric Eubanks, Chief Financial Officer; Jeremy Welter, Chief Operating Officer. The results, as well as notice of the accessibility of this conference call on a listen-only basis over the Internet, were distributed yesterday afternoon in a press release that has been covered by the financial media. At this time, let me remind you that certain statements and assumptions in this conference call contained or are based upon forward-looking information and are being made pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to numerous assumptions, uncertainties and known or unknown risks, which could cause actual results to differ materially from those anticipated. These risk factors are more fully discussed in the company’s filings with the Securities and Exchange Commission. The forward-looking statements included in this conference call are only made as of the date of this call and the company is not obligated to publicly update or revise them. In addition, certain terms used in this call are non-GAAP financial measures, reconciliations of which are provided in the company’s earnings release and accompanying tables or schedules, which have been filed on Form 8-K with the SEC on November 1, 2018 and may also be accessed through the company’s website at www.ahtreit.com. Each listener is encouraged to review these reconciliations provided in the earnings release together with all other information provided in the release. Also, unless otherwise stated, all reported results discussed in this call compare the third quarter of 2018 with the second quarter of 2017. I will now turn the call over to Douglas Kessler. Please go ahead, sir.

Good day and thank you for joining us to discuss Ashford Hospital Trust third quarter progress. I want to begin by discussing our Enhanced Return Funding Program, or ERFP, with Ashford Inc. and providing an update on our success with this highly favorable initiative. Then I will share our quarterly results and other items. Under the ERFP initiative, Ashford Inc. has committed to provide a meaningful $50 million to the company on a programmatic basis equating to approximately 10% of each new investment’s acquisition price to be used for the purchase of FF&E and properties owned by the company. We believe the ERFP program has the opportunity to significantly improve returns on hotel acquisitions and benefit us by effectively expanding cash available for future investment. The attractiveness of the ERFP is to make good deals, great deals. The existence of this program is also advantageous given improvement in deal flow for properties that fit our focused investment criteria of upper upscale full-service assets. Furthermore, we also see certain key economic data points that continued to be attractive. Progress will depend upon continued strong demand growth and supply stabilization within the context of wage increases. The financial markets remain favorable and attractive. We have excess corporate cash on our capital balance sheet, which could be available for opportunistic uses, including additional value-added hotel investments. In a very competitive bidding environment for acquisitions today, we see this program providing us with a significant advantage to win deals with accretive returns. We will continue to be opportunistic with our asset base of predominantly upper upscale full-service hotels. We believe in the strategic advantages of a balance between the effective trade-offs at high yields versus high RevPAR for hotel assets. We intend to be successful in our efforts as we balance expected returns, underwritten…

Thanks Douglas. For the third quarter of 2018, we reported a net loss attributable to common stockholders of $38.2 million or $0.40 per diluted share. For the quarter, we reported AFFO per diluted share of $0.30. Adjusted EBITDA ROE totaled $101.7 million for the quarter. Beginning this quarter we have made some changes to how we report our non-GAAP metrics to be consistent with how our peers report these items. You can see the details in the tables of our earnings release. At the end of the third quarter we had $3.9 billion of mortgage loans with a blended average interest rate of 5.5%. Our loan grew approximately 9% fixed rate and 91% floating rate. All of our loans are non-recourse to have a well laddered maturity schedule. Interest rate caps are in place for virtually all of our floating rate loans including the market value of our equity investment in Ashford Inc. We ended the quarter with no working capital of $460 million. As of September 30, 2018, our portfolio consisted of 118 hotels with 24,903 net rooms. Our share count currently stands at 121.7 million fully diluted shares outstanding which is comprised of 101 million shares of common stock and 20.7 million OP units. With regards to dividends, the Board of Directors declared a third quarter 2018 cash dividend of $0.12 per share or $0.48 on an annualized basis. Based on yesterday’s stock price this represents 9.3% dividend yield which is among the highest in the hotel REIT space. On the capital markets front during the quarter, we entered into a new $100 million revolving credit facility. The facility provides for a 1 year revolving line of credit and bears interest at a rate of LIBOR plus 2.65%. It can be used for potential acquisitions. Additionally, during the quarter under our at the market equity offering program, we issued an aggregate of 2.4 million shares of common stock. The shares were issued at a weighted average price of $6.38 per share, which we believe is an attractive level relative to our share price yesterday of $5.14 resulting in gross proceeds of approximately $15.5 million. This concludes our financial review. And I would now like turn over to Jeremy to discuss our asset management activities for the quarter.

Thank you, Deric. Our third quarter performance was affected in part by holiday shifts. For example Rosh Hashanah starting on Sunday and running through Tuesday this year had a greater impact on business travel than Wednesday through Friday pattern last year. Also fourth of July occurring on Wednesday in 2018 relative to Tuesday in 2017 had an impact especially the group business. Also I would like to provide more color on the impact of hurricanes, last year our portfolio saw tailwinds in September from the hurricanes affecting Houston, Key West and the surrounding regions. This year while we may see some positive results during the fourth quarter, the third quarter faced headwinds from Hurricane Florence. And in aggregate, all hotels reported net impact totaling approximately $1 million. We recently announced two acquisitions La Posada De Santa Fe and the Hilton Santa Cruz/Scotts Valley. We just completed the acquisition of La Posada earlier this week. This 157 room hotel with 7,810 square feet of meeting space in Santa Fe, New Mexico is part of Marriott’s tribute portfolio. This distinctively Southwestern asset is located in the historic district of Santa Fe. This city is a world class leisure and art market as well as New Mexico state capital. Nearby demand generators range from art galleries, retail restaurants and cultural attractions including Fiestas de Santa Fe, the international full art market, the Santa Fe Wine and Chile Fiesta and the Santa Fe Film Festival. The retail Spa Sage was ranked fourth in USA Today’s Best Hotel Spa rankings. This market has significant hurdles to entry with limited competitive hotels in the pipeline. La Posada is the only full service Marriott property in the market and we strongly believe there is an opportunity for Ashford’s best in class asset management team to add value.…

Thank you. [Operator Instructions] We’ll go first to Chris Woronka at Deutsche Bank.

Hey, good afternoon, guys. I want to ask on the ERFP, you’ve done a few deals with that now. And the question is, if you continue to look at other acquisition opportunities and I'm sure you screen a lot. What's the – where is the line where – is there a way to quantify maybe what percentage of deals you look at the ERFP kind of gets you over the top?

Hey, Chris, this is Douglas. So, we’re obviously looking at deals in the pipeline today. We see the pipeline to be a more fluid pipeline at this period of time in the quarter and heading into the end of the year than we have let’s say or earlier in the year. I think deal flows are little bit more available. We – we’re obviously looking at every deal currently applying the ERFP if I get your question right in terms of what percentage of the deals are we looking to apply the ERFP.

Yes. Well, I’m sure, yes. Yes. I think the question was just kind of, does the ERFP going to help you get to the finish line on 1 out of 10 deals or 1 out of 20 or 1 out of 5, I am trying to get a sense as to how much it can bridge the gap and make a deal you are looking at, something that you don’t move forward with?

Well, clearly the ERP, we feel gives us a competitive advantage in bidding. And it’s a very competitive environment today for hotel transactions. I don’t think you will see us change anything that we do in terms of the amount of focus and diligence that we applied to transactions. But three that we have announced, two that we have closed on Hilton Alexandria and Hilton Santa Cruz, I think are prime examples of making good deals, great deals and the advantage of this program provides. Also I believe that the Hilton Santa Cruz property falls in that same category that we expect to close on shortly. I can’t really calibrate for you what incremental percentage the ERP provides us to win a deal versus another deal. But I tell you this, we are mining the market, we are looking for accretive value added opportunities to enhance the performance of our portfolio.

Okay. Yes, that’s helpful. And a question probably for Jeremy, I know you guys have been ahead of rolling CapEx program for a long time and tried to stay ahead of the curve, but we heard from more than one of your peers that there are – there is more CapEx coming up and some of the brand requirements are moving up, can you kind of gives us a general sense and maybe if you would need to break it down between full service and select service because it seems like more of the work is starting to come in maybe more on the select size or anything you can comment on there?

Yes. Sure. I think that we have done a good job of investing in our portfolio over the last several years. We have done a lot of the shower upgrades that were – had been required by the full service brands. And so a lot of that work is behind us. We still have some hotels that we need to continue to kind of do that and make that investment. On the select service side, it’s not a huge number. We know that there are some things that I talked about on some of the committees that we are hearing from the brands of the new signage requirements and some exterior work that is being required as well. But we do that as part of our extension process. So if we have a franchise that needs to be extended that’s where we might be kind of early adopters in some of that stuff. But most of our franchise agreements were 5 years out minimum and so what we would look to do is wait until the last point in time that we would actually have to make those investments. So as far as looking from where we look on a go forward basis, I would expect our CapEx requirements to go down next year and for the foreseeable future from what we spent this year and in previous years if that helps.

And Chris this is Douglas, just to add a couple of comments to that. Obviously, we have been spinning capital on our assets to maintain and enhance their competitive position. And when you look at the trend just going back to 2017 because it takes time to complete these renovations, it takes time to ramp them back up and capture more market share. I will make the point that in spite of all the renovation activity that we have had going on, we basically maintain the same market share this quarter which I think is a very strong positive indication of our capabilities of managing the renovation process and making it as least disruptive as possible. But when you look at the order of magnitude, we have 10 fewer hotels under renovation going into the fourth quarter than we had a year ago. And when you look at where we started 2018 versus the fourth quarter projected for this year we have seven fewer hotels expected to be under renovation at a 35% reduction in the rooms that would be under renovation targeted. So again to Jeremy’s point, we have had a heavy renovation schedule. We think it will provide tailwinds for us, but there has been some disruption in terms of the impact what we have tried to mitigate it relative to our RevPAR penetration index to the market share.

Okay. Yes, very helpful. Thanks guys.

We will go next to Bryan Maher at B. Riley FBR.

Yes, great. And kind of following on that line of questioning from Chris, what roughly and sorry if I have missed this, what’s roughly was the breakdown for the 2018 CapEx between project and maintenance, maybe as a percentage or as a dollar however you want to show it?

When you say project demand, is you’re saying like a ROI versus maintenance CapEx?

Correct.

Okay. A decent amount, I mean, I would say the vast majority of it is going to be just the necessary evil being in the hotel real estate space, and I would say that’s probably 90% plus of what we've invested in our portfolio, and then maybe the next 10% roughly would be either ROI projects, energy conservation initiatives. We haven't done many re-positionings just recently, and so there is a few that we’re looking at on a go-forward basis. But I would say at least 90% is really just maintenance CapEx, required CapEx by the brands, and so that’s probably the best answer I can give you.

And then for 2019, are there any projects out there, ROI projects of scale? Anything even close to what you did with Nashville this past year?

Not really for 2019. There is one – there is one potential reposition we’re looking at and it’s something that we are pretty far down the road on, that could be a good project for us, but we haven't necessarily pulled the trigger on that yet.

Okay. And then kind of shifting gears to capital recycling. It seems like your acquisitions have been skewing full-service, upper upscale, upscale type properties not so much select-serve. Douglas, is there any update with respect to your outlook for select-service sales, I mean, a number of your competitors who own a lot of select-service continue to talk on their conference calls about the wide bid-ask spreads not being able to mix the pencil. Any thoughts on like dropping your ask a little bit to kind of facilitate some capital recycling there?

Great question. First of all, as to our recent acquisition activity is precisely consistent with our focused approach of predominantly focusing on upper upscale full-service hotels, so, you should not expect us to be acquiring select-service hotels. So, what you’ve seen us do is consistent with what we expect to be doing going forward. As for the bid-ask spread on select-service properties and any comments made by our peers. The question is to whether we would consider dropping our ask would imply are we actively marketing something currently. And so, I think what we've been telling folks is that we are financially calibrated with our sales efforts, which means if we look at the sort of 360-degree view of the positives and negatives of selling assets. So, for example, we have to evaluate what's the price that we can get, how we’re going to redeploy those net proceeds, what's the impact on our cash flow, what’s the opportunity cost that we have in selling an asset and what’s the opportunity that we can use to redeploy those proceeds. So, I think we're very financially driven in terms of the sales efforts when we engage in them whether it's for a full-service hotel or a select-service hotel. And so, at this point I think we’re still trying to be opportunistic with either holding the portfolio, selling individual one-off properties, we’re looking at portfolio trades and it's a pretty dynamic market still for select-service. So, I’m not sure what the experience any of our peers have had with respect to their sales efforts or what their pricing expectations are. But it's a fairly liquid market out there and we continue to be monitoring the opportunities within our portfolio.

And given the decline in the share price over the past just a few months really. At what point do you seriously consider and I know you just did some ATM issuances higher, but moving back towards the share repurchase mode?

I don’t think there is a board or management team out there that gets the share repurchase opportunity more than we do. We clearly exhibited more strength in the strategy that we implemented during the financial crisis to capitalize on share buybacks. And so, we clearly have a view as to the benefits that share buybacks can provide. But we also know that research has shown that not all buybacks are in the shareholders’ best interest. And I think there's a report that MacKenzie put out there that analyzed this thoroughly. The good can be like what we experienced when we bought back shares during the financial crisis, we bought back half of the company’s shares and the outcome of that for our shareholders was a meaningful return when the recovery happened. The flipside of that for a portfolio of our size is that it reduces our liquidity and the size of our platform we think could benefit by being larger. Scale matters in the market today. So, I think you'll see us look at share buybacks when the benefits can outweigh the costs and it would be something meaningful that would happen and presumably one good example of that could be when and if the next recession hits. But just for us to sort of dribble out a share buyback to indicate to the market that we think that our shares are undervalued, I think that the research would indicate that the benefits to shareholders of doing that are unproven.

Right. Thanks, Douglas.

[Operator Instructions] We’ll go next to Tyler Batory at Janney Capital Markets.

Thank you. Good afternoon. So, I’m wondering if you guys can elaborate a little bit more on the comment that you made at the end here on the transient demand trends into the fourth quarter, and certainly lot of investors concerned out there about slowing economy potentially, cycle getting a little bit long in the tooth. I mean, are you seeing anything that indicates that maybe the third quarter compared to the second quarter was a little bit slower? And like I said, I’m wondering if you can maybe talk a little bit more about what you’re seeing in the fourth quarter?

Tyler, this is Jeremy. If you look just right in the fourth quarter, I think that we’re seeing something very similar to what we experienced in the third quarter, that’s – that’s what we discussed in the prepared remarks. But going into 2019, the group positioning that we have at within the portfolio is strong. The RFP process that we’re going through right now with special corporate negotiated rates is strong. We expect to have some decent ADR increases. We are seeing growth in business transient. So, when you’re looking specifically and what we’ve seen in the third quarter, we had growth in our business transient segment as well as our retail segment. And so some of the declines have been in some of the discount and lower pricing segments, so I think those trends are good. We just did have little bit of tough comparisons when you look at what we had in the previous quarter last year in 2017. We did get a lot of short-term pickup in – from disaster recovery efforts associated with Irma and Hurricane Harvey. And if you look at the markets that really underperformed during the quarter for us, those were the ones that, that benefited disproportionately last year and they will continue to provide tough comparables for us October, November timeframe. But specifically, when you look at where we want to see strength, we want to see in the business transient segment, we want to see in the high rated retail segment, and we want to see in Group, which is what we are seeing.

Okay, great. That’s helpful. And then can you also provide an update on the Marriott, Starwood integration, any issues that are going on there?

Sure. I can do that. Most of that is going to be behind us by the end of the year. They did have a big consolidation I think that the date was August 18, where for the first time you can go online and book directly Starwood hotels on marriott.com. It still has been a challenging integration. I do want to command Marriott on handling the integration, I think they've done a fantastic job in merging and consolidating so many different systems, so many different hotels, so many different technologies. And so, anytime you do that there's going to be a lot of challenges associated with it. We did have some headwinds during the quarter. If you look specifically at our legacy Starwood hotels, eight out of those 10 hotels did lose RevPAR index. The decline was over 500 basis points. So, they did a little bit better maybe than that the previous quarter and that's because for part of the quarter we at least had the benefits of Marriott’s system and we have seen a good amount of increase in brand.com bookings for our Starwood hotels. The challenge is that for this quarter most of those bookings are going to be benefit for the fourth quarter and we didn’t experience the actual hotel stay necessarily in the third quarter, because the average booking window is about three weeks. So anyway, we are very optimistic. We are – most of the challenges we think are behind us. There will be a little bit of headwinds in the fourth quarter. And in 2019 and beyond we think that our Starwood hotels would disproportionately benefit from integration.

Okay, great, that’s helpful. That’s all for me. Thank you.

We will go next to Robin Farley at UBS.

Actually that covered my question as well. Thank you.

Thank you. And we will move next to Michael Bellisario at Baird.

Thanks. Good afternoon everyone, can you guys help me understand the ATM issuance maybe why you issued stock and I guess I am coming from at the angle of I presume you think the stocks worth a lot more than mid-$6 per share we certainly think so kind of maybe a bit more on your motivation to sell stock at these levels would be helpful?

So I will comment and let Deric add to it. I think that when you look at the benefits of the ERP, it enables us to accretively deploy capital at that share price. And I think that we are looking to enhance the returns of the portfolio by buying high quality strong RevPAR, strong returning assets. And that ERP additional capital really sort of changes the economic model for us. And when we run those share prices through that model it’s – it has a positive outcome. So it’s really just kind of a relative cost of capital with the benefit of the ERP structure.

Doug, is it kind of fair to assume then what’s you said if those deals are 20% higher returns, all else equal you are fine selling stock maybe 20% below where you otherwise would have considered selling it, is that a fair way to think about it?

So I think your comment about the return is higher, I think when we rolled out the ERP program, we certainly outlined what the potential numerical benefits are of the change in the return structure and they are substantial. So because of that it gives us more leeway to evaluate deals at slightly different stock prices than what we otherwise would have been able to do without the ERP. So it’s not necessarily a direct correlation between if we think the returns are 20% better or we can issue stock 20% lower than where we otherwise would have, but that type of thought process certainly factors into our model applications.

And I will just add Mike as you know we focus on total return accretion when we think about capital allocation. And as we look at raising capital at that price, we look at if we felt like our shareholders are going be better off, if we had raised capital that level in and utilized it for the return opportunities that we are seeing with these ERP deals. So that’s the way we analyze it. We look at it on our total return basis and if we are raising capital and deploying it at that basis we think our shareholders will ultimately be better off because of it.

It’s helpful. And then can you just remind me where your leverage stands today relative to that 55% to 60% target you have?

Yes. So we look at our net debt to gross asset base, at the end of quarter we were a little bit above the high end of that target. So we are around 64%, 65%. So we are above the targeted range which is something that we are paying close attention to as we manage the capital structure.

That’s helpful. Thank you.

And that does conclude the question-and-answer session. At this time I would like to turn conference back over to management for any closing remarks.

Sure. We thank you for joining today’s call. And we look forward to speaking with you again next quarter as well as seeing those of you who maybe attending NAREIT next week. Thank you.

And that does conclude today’s conference. Again, thank you for your participation.