Good day and welcome to the Ashford Hospitality Trust Fourth Quarter 2018 Year-End Results Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Mr. Jordan Jennings, Investor Relations for Ashford Hospitality Trust. Please go ahead, sir.

Good day, everyone, and welcome to today’s conference call to review the results for Ashford Hospitality Trust for the first quarter and full-year 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 the 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 contain or are based upon forward-looking information and are being made pursuant to the Safe Harbor provision of the Federal Securities Regulation. 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 February 28, 2019 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 to the fourth quarter of 2018 with the fourth 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 fourth quarter progress. I want to begin by providing an update on the success we are having with our ERP initiative with Ashford, Inc. Then, I'll review our financial results and other items. Given our approximately 17% insider ownership of Ashford Trust, we believe we have tremendous alignment with shareholders, which encourages us to think and act like owners. Our strategies throughout our 16-year history have consistently focused on ways to create shareholder value. Many of our diligent efforts have been economically transformational and successful over the years. We believe that the ERP is one of these initiatives and will provide meaningful benefits to improve our competitive position as well as increase shareholder value. As we've discussed previously, pursuant to the ERP initiative, Ashford, Inc. has committed to provide $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 ERP program has the opportunity to significantly improve returns on hotel acquisitions and benefit us by effectively expanding cash available for future investment or other purposes. The attractiveness of the ERP is to make good deals, great deals. The existence of this program is also advantageous given the improvement in deal flow from properties that fit our focused investment criteria of upper upscale full-service hotels. Very competitive bidding environment for acquisitions today, we see this program providing us with a significant advantage to win deals with accretive returns. We intend to be successful in our efforts as we balance expected returns, underwritten growth and our cost of capital. Since establishing the ERP, we've already completed $406 million of high-quality acquisitions that utilize…

Thanks, Douglas. For the fourth quarter of 2018, we reported a net loss attributable to common stockholders of $65.4 million or $0.66 per diluted share. For the full year 2018, we reported net loss attributable to common stockholders of $169.5 million or a $1.75 per diluted share. For the quarter, we reported AFFO per diluted share of $0.18 and for the full year 2018, we reported AFFO per diluted share of $1.26. Adjusted EBITDAre totaled $89.8 million for the quarter, while adjusted EBITDAre for the full year was $411.5 million. At the end of the fourth quarter, we had $4 billion of mortgage loans with a blended average interest rate of 5.8%. Our loans were 9% fixed rate and 91% floating rate. All of our loans are nonrecourse, and we 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 net working capital of $398 million. As of December 31, 2018. Our portfolio consisted of 119 hotels with 25,060 net rooms. Our share count at year-end stood at 121 million fully diluted shares outstanding, which is comprised of 101 million shares of common stock and 19.9 million OP units. With regard to dividends, the Board of Directors declared a fourth quarter 2018 cash dividend of $0.12 per share or $0.48 on an annualized basis. Based on yesterday's stock price, this represents a 9% dividend yield, among the highest in the hotel REIT space. On the capital markets front, during the quarter, we completed $25 million property level mortgage financing for the La Posada de Santa Fe. The loan has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The loan is interest-only, with a rate of LIBOR plus 2.55%. Subsequent to quarter ended January in connection with the acquisition of the Embassy Suites Manhattan, we entered into a $145 million non-recourse mortgage loan. The loan has a three-year initial term with two one-year extension options, subject to the satisfaction of certain conditions, the loan is interest only with a rate of LIBOR plus 3.9%. In connection with the closing of the Hilton Santa Cruz/Scotts Valley acquisition, we assume that existing nonrecourse mortgage with the balance of approximately $23.5 million. The loan bears interest at a fixed rate of 4.7% and matures in March of 2025. We also issued approximately 1.5 million OP units to the sellers at a price of $7 per unit. This concludes our financial review. I would now like turn over to Jeremy to discuss our asset management activities for the quarter.

Thank you, Deric. Comparable RevPAR for our portfolio, decreased 0.6% during the fourth quarter of 2018. However, this performance represented a 20 basis-point gain relative to our hotel’s competitors. Comparable RevPAR for hotels not under renovation, grew 0.6% during the quarter. For the year, comparable RevPAR for the entire portfolio grew 0.1%. Holiday shifts did not significantly impact results during the fourth quarter and the government showdown led to minimal impact in December. However, our portfolio did experience a large downward year-over-year impact from the markets that experienced a boost last year from hurricane related business, which were Houston, Miami, Orlando, Tampa and Atlanta. Before highlighting some of our results for the fourth quarter, I want to address the impacts felt from the government shutdown. While we do not seen much impact during the fourth quarter, the government shutdown has certainly played a more prominent role during the first quarter of 2019. We own 9 hotels in the Washington D.C., Maryland, Virginia area. And Washington D.C. area ranks first in terms of the number of room and hotel EBITDA in our portfolio. Currently, the estimated impact of the government shutdown is north of $1 million as comparable RevPAR for our Washington D.C. area hotels during January decreased by 12.3%. Though negligibly affected by the government shutdown, our fourth quarter RevPAR was affected by the midterm elections and renovations at our two largest D.C. hotels, Marriott Gateway and Embassy Suites Crystal City. Excluding D.C., our entire portfolio’s comparable RevPAR would have been positive for the quarter. Throughout 2018, I've discussed the impact of renovations on our portfolio. I'm now excited to discuss a few of these transformational renovations and how they are positioning us for long-term success. As I was just discussing Washington D.C., I would like to turn to our…

[Operator Instructions] We'll take our first question from Tyler Batory with Janney Capital Markets. Please go ahead.

Thanks for taking my questions. First to start off, Jeremy, I think you touched on this in the opening remarks but I am just curious if you can provide a little bit more detail on this? When we look at your hotels ex renovations for the quarter and the year, it looks like you lag some of your peers and the broader US hotel market. So I'm just trying to understand what exactly is driving that? So can you talk a little bit more and expand on your RevPAR index for both the year and the quarter? And I'm also just curious how RevPAR for the fourth quarter came in versus your internal expectations.

Sure, I can take that. For the year, we lost market share, about call it maybe 0.7% and then for the quarter we were up 20 basis points. As for the fourth quarter, we actually outperformed our competitive sets but for the year, we did lose share and I could talk to that a little bit. But as you know that in the previous four years for this portfolio, we gained market share and so this is the first share loss that we had in the last five years. And one of those reasons is that we had a change in our team, the head of our RO, Revenue Optimization, actually was promoted to oversee Remington and so we had to backfill some of those positions. But we got that team in place and I can tell you that we've got a lot of momentum heading into this year from a market share perspective. So I'm pretty optimistic that we should see some share gains on a go-forward basis. As it relates specifically to the fourth quarter, there are lot of moving parts that I can kind of walk through. One of which is DC, we've got a large presence in DC, election years are always tough for DC as you now. So that did weigh in on the quarter. It wasn't the government shutdown, but it was just the impact of the mid-term elections plus we had some heavy renovation activity at Marriott Crystal City and Gateway that displaced a lot of revenue because we had our ballroom out. Aside from that, you can look at the markets that were down. Miami was down quite a bit. It was down, call it, North of 15% and when you look at the fourth quarter 2017, it was up 16% and so the comparable there is related to all the good business that we got associated with Hurricane Irma, which as you know hit in the fourth quarter of 2017 -- sorry, the third quarter of 2017 but created a lot of long-term good business associated with the recovery efforts. And so we had a decent amount of pickup in markets like Miami, Houston, Atlanta as well as some other Florida markets and specifically on Houston, we were down double-digits in the fourth quarter of 2018. But when you wind back the clock to the fourth quarter of 2017, that market was up 20% and so it's just some really difficult comps associated with some of those markets that benefited from the hurricanes and, obviously, Houston was different hurricanes than Irma. But there was a lot of good business, so we had a pickup that we had in the fourth quarter associated with that business. Did that help?

Yes. That is very helpful. I appreciate all that color. And then second question I have just on the Embassy Suites Manhattan, can you talk a little bit more about the upside potential at that property? And certainly we see the better New York City RevPAR trends, but it still seems like a tough market from an operations perspective, so can you speak to what your expectations are for labor and managing expenses in that market?

Sure, Tyler. It's Douglas. I'll start off and Jeremy will follow-up. Look, we made this investment in New York. This was our first purchase of a direct hotel in New York City since we've been a public company. We've looked at a lot of deals over the years. We've evaluated the timing to get into New York and we really felt like this was a exceptionally good time to enter into the market. Just from a macro level. RevPAR for New York, obviously, as you're well aware, increased 6.4% for upscale chains in 2018 and overall, the market was up 3.4%. When you look at New York, this is a long-term growth market, its CAGR since 1991 has been about 4% in terms of RevPAR and that compares to about 3.5%, I believe, to the other top 25 markets. So, long term, it's a good market to be in. Picking your times to enter I think is what's key, and I think we nailed it in terms of the timing to enter into this market after multiple years of increasing supply growth. According to Smith Travel, the number of new hotel rooms that opened decelerated by 32% compared to 2017. And then, moreover, demand growth continues to outpace supply growth and that was the case in 2017 and in 2018 and that's really been the first time that's occurred since 2013. So, year-to-date, the occupancy was really at all time highs in that market and so we look at that and we realize the profitability is turning the corner for hotels in New York. We're very excited about all the room demand, which is eighth consecutive record-breaking year for room demand and in terms of visitors in New York. And obviously there's many infrastructure enhancements that are taking place in…

I don't have a lot to add. I think that we spent a ton of time on this from an underwriting perspective and for New York, you are right, it has been a challenging market, last 10 years RevPAR has been down. We stayed on the sidelines, lot of folks asked us to get into the market and we've been very disciplined and we think this is the right time and with this hotel being brand new, the only Embassy Suites in the market and then its location within the market, I think it makes it a very attractive investment. If you look at where the supply is coming around in New York, there's virtually none coming into Times Square as well as the adjacent track that we're in as well, this place coming in within that track down the West side, which is Hudson development. So, we think we are uniquely positioned and we think our time is right.

We'll take our next question from Michael Bellisario with Baird.

On the acquisition front, can you maybe update us on kind of how you're balancing leverage today , relative to your target but also still trying to get the remaining ERFP capital out the door?

Sure. I'll talk about the ERP and kind of the transaction pipeline and then Derek might want to chime in a little bit on just the balance sheet. I think since the announcement of the ERP back in the summer of last year, certainly under a lot of deals, but I think given the four deals that we acquired the Hilton Alexandria, La Posada de Santa Fe, Embassy Suites New York and the Hilton Santa Cruz, it clearly demonstrates discipline in what we've acquired. All the assets have materially higher RevPAR than their our portfolio, all of them for our projections are forecast five-year IRRs inclusive of the ERP to be well under the 20 % plus range. So very excited about that. We don't have an appetite to grow just for growth sake. And I think that as we've always said, our high insider ownership really aligns us with shareholders to make sure that we're just not growing to grow, we want to grow accretively. And when we think about growing from a transaction standpoint, we obviously have purchased quite a bit over the past nine months or so, $406 million of assets and that utilized approximately 81% of the ERP capital. So we take into account ERP is 10% of purchase price, That's $40.6 million of committed ERP capital, leaving us with just over $9 million. So, if you wanted to perfectly fit the puzzle pieces together that would give us the opportunity to buy just over a $90 million asset to round out the ERFP initial tranche of the committed capital from Ashford, Inc. Obviously, the agreement contemplates more potentially by mutual agreement if both parties want to extend or expand the ERP. But when we look at the transaction pipeline today, we've been very excited by what we've acquired in terms of what's out there right now. I'd say that it's, there are a decent number of deals but in terms of relative to what we are looking for, we are stretched kind of then in terms of seeing some deals that really appeal to us. I think we hit the sweet spot from a timing standpoint in the rollout of the ERP and you know when we look at what we consider, we, obviously, have to take into account our share price, we have to look at the cash on the balance sheet, we have to look at our leverage levels when we are considering additional acquisitions. And I think for right now, we are exercising even a little bit more patience, given capital market situations, obviously stock price taken into that account particularly right now and so maybe a little bit more prudence on the pace of the acquisition activity. Deric, do you want to make any comments on balance sheet?

Sure. So, Mike, it's Deric. And as we said here today, we're slightly above our targeted leverage level. And I think, as Douglas mentioned, we were comfortable going above that because we saw some very attractive acquisition opportunities that we think will generate great returns for our shareholders. But also because of the attractive maturity schedule that we have, we've got very few near-term maturities, we've got a lot of cash on our balance sheet. So we were comfortable going a little bit above our target, o the high end of our target for these acquisitions. But I'd say in terms of where we go from here, I'd say we are not really inclined to increase our leverage much from where we sit here today.

And then, just on those three of the four recent deals, excluding New York, any bigger or big CapEx plans in terms of PIPs or any renovations planned for this year or next year for those three assets?

Not really to speak of that are significant, obviously, New York newly built and the Santa Cruz asset had recently got some CapEx and so anything would be fairly minor with respect to the three properties.

Yes. I think, you could assume actually for all including Alexandria as well and Santa Cruz, La Posada and New York that we should be able to spend within escrow for any of the CapEx we need on a combined basis. So I think we're in pretty good shape for the foreseeable future.

That's helpful and then just lastly, maybe on the disposition front. Any updated thoughts on your select service assets that you own or any changes that you're seeing in the transaction market for your portfolio transactions versus one-off sales?

I'll give you the macro view, obviously, last year was a significant year from overall transaction volume standpoint. I think it was up about 50% over prior year. A lot of that had to do clearly with some significant portfolio trades that occurred but even single asset transactions were up both full service and select service. So a fairly healthy year last year from a macro standpoint. And in addition to deal volume being up, prices were up just about 2% according to some third party metrics. So when we take that all into consideration, I think we're looking sort of holistically at our portfolio, not really focused on a select strategy here or full service strategy there other than our investment strategy, which is to focus predominantly on upper upscale full service hotels. Having said that, we have conducted some broker opinions of value on our hotels, that's something that is fairly common for us to undertake. We've stated, I think previously, that we're going to be opportunistic with respect to asset sales. In the past year, we sold $43 million of select service assets that I think accomplished some themes generally, namely selling lower RevPAR assets at what we believe to be attractive all-in cap rates once you take into consideration what the buyer would have to spend on CapEx following the acquisition. And we're also as part of that analysis evaluating the future CapEx spend on those assets relative to the EBITDA looking at that ratio in conjunction with any sales proceeds and the relative debt pay off. So when I say a more holistic view, I think it is not undertaking a strategy just for strategic sake. As I've said previously, it is about undertaking an economic strategy to maximize the value of our portfolio to the extent any reshaping is done by selling lower RevPAR assets to improve cash flow and balance sheet as well. So, to the extent we have any sales of whether it's select service or full service hotels in the future, we'll be doing so to achieve portfolio performance enhancement.

We'll take our next question from Chris Woronka with Deutsche Bank.

Maybe to follow-up a little bit on the last question from Michael, you guys have been a little bit different on strategy, you've acquired some four star kind of these upper upscale hotels. You haven't sold a lot of those hotels, a lot of your peers are walking away from that segment selectively to the extent maybe they have commodity hotels. What's your kind of outlook for the, I guess it's a broader question, but what's your outlook for that kind of four star upper upscale segment that maybe attracts you to more than others?

Well, I think it's more of an effort perhaps by our peers to buy RevPAR and buy the multiple story on that. I think that for us what we see is a balance. And we've said this, that the trade-off of RevPAR and initial yield that you're buying, as well as value add all sort of comes together for us I think in the segment combined with the fact that there is a greater number of transaction opportunities from which we can cherry pick and select. And I think that when we look at achieving a high enough RevPAR and I think these four acquisitions clearly indicate a movement and a higher RevPAR, but not necessarily chasing the highest RevPAR, because we feel that the yields on those assets are not conducive to paying a dividend at the level that we have. And on top of it, we believe that many of the assets that we're looking at have more of an opportunity for us to put in place third party management, namely our affiliate Remington to add value to the properties. So combine that with more of those transactions available to select from, we think that that's smart from a transaction standpoint, now from an overall utilization, is four star hotels less desirable? No, absolutely not. We're buying upper upscale full service hotels. So I think that -- I'm not sure if that's what you're suggesting but these are high-quality, high demand hotels and the locations that we're in, I think, are top locations given the demand generators that are near these properties. So where we're very excited. As to why some of the other groups are selling, I can't really comment on their strategy much more than that.

And maybe just a quick supply question I guess if you kind of look back on 2018 or maybe even go back to '17 as well, are there any -- as the competitive supply around some of your maybe select service hotels, has that been more severe than maybe you initially thought or less severe? And then what's your general outlook for supply in 2019 and 2020?

Yes. I can take that. I mean, we've had -- I think that's a general -- your general thesis on some of select service hotels, they are more susceptible to new supply growth and I think that holds true for us. If you look at over the last 12 months, we've absorbed within our markets close to about 2.8% plus 3% new supply coming in to all of our hotels on a revenue weighted basis, okay? Going forward, that number is coming down closer to 2% over the next two years. So lot of the -- I think we've kind of hit the, hopefully, the high point of some of the supply coming in. And then it varies by market, you can look at a market like Nashville that's had a ton of supply over the last several years, but the demand has always been pretty strong as well. So it's not always just select service. It is definitely location driven. But, we've absorbed a decent amount of supply over the last couple of years and we're starting to see that taper off just a little bit.

We'll take our next question from Robin Farley, UBS. Please go ahead.

Hi. Thanks. This is Athena [ph] for Robin. Marriott just mentioned that within group, their lower commissions earlier on might have impacted business. Did you see any impact from that at all? And then just your general views on health of the group business for '19? And what is pace of growth for this year?

Yes. This is Jeremy, I can take that question. I'll just give you our group pace for 2019. We're up about 300 basis points for our portfolio. So, we don't really see a big impact from the change in the commission structure, especially since most of the other major stay brands have done the same initiative as well that you're familiar with. We did see when they did announce that they were going to cut commissions, we saw an acceleration of some of the bookings, when it was still under the 10%. But that has kind of normalized now and so when you look at for 2019, we are up 300 basis points, 3% in group pace and that's representing close to 70% of what we have on the books for the year. That's for 2020, group pace is actually quite a bit stronger, but it's a much lower number in terms of what's on the books. So it becomes a lot less relevant at this point where we are right now.

That's very helpful. Thanks. And then one quick follow-up, you mentioned some cautiousness regarding transactions, does that also mean that for now you will hold off upsizing with Ashford Inc. the returns program?

Well, we continue to look at transactions. It's just that what we see out there right now doesn't come across as appealing as what we've recently acquired. I think in terms of any additional tranches of the ERP, let's just see if we round out the remaining ERP which is approximately another $90 million worth of deals before we reengage in those discussions.

And ladies and gentlemen, this will conclude today's question and answer session. At this time, I'd like to turn the conference back to management for any additional or closing remarks.

Thank you everyone for joining us today. We look forward to speaking with you next time on our next earnings call. Thank you. Have a good day.

Ladies and gentlemen, this concludes today's discussion. We appreciate your participation.