Greetings, and welcome to the RLJ Lodging Trust fourth quarter earnings conference call. [Operator Instructions] I would now like to turn the conference over to your host, Ms. Hilda Delgado, Vice President of Finance. Thank you. You may begin.

Thank you, operator. Welcome to RLJ's fourth quarter and yearend earnings call. On today's call, Tom Baltimore, the company's President and Chief Executive Officer will discuss key operational highlights for the quarter and the year. Leslie Hale, Treasurer and Chief Financial Officer, will discuss the company's financial results. Forward-looking statements made on this call are subject to numerous risks and uncertainties that may cause the company's actual results to differ materially from what has been communicated. Factors that may impact the results of the company can be found in the company's 10-K and other reports filed with the SEC. The company undertakes no obligation to update forward-looking statements. Also, as we discuss certain non-GAAP measures, it may be helpful to review the reconciliations to GAAP located in our press release from last night. I will now turn the call over to Tom.

Thank you, Hilda. Good morning, everyone, and welcome to our 2014 fourth quarter and full year earnings call. I am pleased to start by saying that this year represents our fourth consecutive year of RevPAR growth of more than 7%. Our EBITDA margin grew 114 basis points year-over-year to 35.6%, and as a result, our consolidated hotel EBITDA grew by almost 11%. We have optimized our portfolio through accretive acquisitions and dispositions, value-added renovations and laser-focused asset management. Our portfolio's evolution, along with our proactive balance sheet management, is clearly evident in our performance since our IPO. Our 2014 RevPAR of $118 is approximately 44% higher than our reported portfolio RevPAR for 2010, and our EBITDA margin is more than 300 basis points higher. We ended 2014 with a consolidated hotel EBITDA of $405 million, representing a growth rate of 77% more than four years ago. Including our most recent financing, we have completed $1.9 billion of financial restructuring, lowered our weighted average interest rate by more than 200 basis points to 3.1% and addressed all of our near-term maturities, resulting in one of the best balance sheets in the industry and providing us with maximum flexibility to execute our growth strategy. Our continuous growth and increased profitability has allowed us to generate significant excess cash and meaningfully increase our dividends. In total, we have increased our dividend on average by more than 20% annually and have also distributed approximately $360 million in dividends since our IPO. We have acquired 27 assets since going public for $1.1 billion and sold 39 non-strategic hotels for more than $370 million, enhancing the quality and growth profile of our portfolio. Since our IPO, we have generated total shareholder returns of more than 110% as of yearend and have become one of the top…

Thanks, Tom. Once again, our results this quarter illustrate that our disciplined investment strategy and focus on operational excellence continues to drive solid growth for our portfolio. This quarter, due to our strong performance, our hotel EBITDA increased $9.9 million to $97 million, representing an 11.3% increase over the prior year. For the full year, we generated $405 million of hotel EBITDA, which is a 10.8% increase year-over-year. For the quarter, our EBITDA margin expanded 152 basis points to 34.9%. For the full year, our EBITDA margin increased 114 basis points to 35.6%. Our solid operating performance once again translated into strong corporate results. For the quarter, our adjusted EBITDA increased $13.3 million to $90.3 million, representing a 17.3% increase over the same period last year. For the full year, we generated $366.9 million of adjusted EBITDA, which represents a 17.9% increase over the prior year. In addition to our strong operational performance, our FFO benefited from a full year of interest expense savings yielding from our comprehensive debt recasting in 2013. For the quarter, adjusted FFO increased $13.4 million to $76.1 million, representing a 21.4% increase and equates to $0.57 on a per share basis. Adjusted FFO was $310.7 million for the full year and represents an increase of 26% over the prior year. As of yearend, we had one of the strongest balance sheets in lodging industry. We were very active in the capital markets in 2014. At the beginning of the year, we conducted a follow-on equity offering, which generated $232.7 million of net proceeds. This was only our second follow-on offering since going public in 2011. Additionally, we capitalized on the demand in term loan market, and upsides of our term loans raising $175 million. In the fourth quarter, we completed two additional financings that not…

[Operator Instructions] Our first question today is coming from David Loeb from Robert W. Baird.

I wonder if you could just give a little color on the acquisition market. And on what your expectations are about your pace of acquisitions following this large disposition. And I might ask a follow-up on that if you don't mind at the end.

David, I think, as you know, in 2014 we had our most active year as a public company led by Ross Bierkan and our great deal team. We acquired 15 assets for $630 million; more than half of those assets on the West Coast. Couldn't be happier with what we're seeing, clearly with the Hyatt acquisition, I think up about 11.2% in RevPAR last year. The acquisitions in Portland, I think up north to 12%, so very, very pleased. You can expect again that we will be a net buyer, as we've stated on previous calls. It was our intent to recycle capital out of lower growth markets into higher growth markets. I think last year is a great indication to that and you'll see more of that as we move into 2015. We do not have any deals to report today other than to tell you with great confidence that we are active. We have a history of finding deals off market or limited bid. And again, we'll announce, if and when we've got an asset tied up and/or closed, most likely close, which has been our history, but rest assured that our pace will be active this year.

Any help in terms of modeling, kind of when to expect that you think it will be even throughout the year or lumpy and unpredictable?

I'd love to tell you that it would be next week, but I think that would be disingenuous. I think it's unpredictable, just given the nature of this business. But I think if you use last year as an indication, I think we were pretty consistent through the year. And rest assured this team is working hard. We are laser-focused on creating long-term shareholder value and recycling capital.

And finally, in our discussions in the past, you have talked about the benefits of being diversified, not being too much in any one market. Are there additional markets that you're targeting beyond the ones that you have significant presence in now as you look at those acquisitions?

I think one of the things that we'd like to stress is that, and I did in the prepared remarks is, I believe our portfolio is as diversified as anyone in the industry. If you look, for example, New York is probably 11%, 12% of expected EBITDA, Austin is probably 10% for us, Chicago 8%, Denver 8%, Houston 7%, but even if you look at California about 11%, South Florida about 8%. So that clearly gives us a huge footprint. We're proud of that diversification and we'll continue to build on that. Clearly, we've got a coastal bias. Focus more and more out west given the growth profile out there. And I think last year was a great indication of that. And underrepresented in Seattle, no secret there, and underrepresented in Boston. We'll wait till the snow clears out, but it clearly is on the list of markets where we clearly want to expand our presence. South Florida, I think we had great success there last year and we'll continue to look. And we're not ruling out parts of the middle of the country, it just has to be price-right and it's got to make economic sense for us, but really a strong bias towards the West Coast.

Our next question today is coming from Ian Wiseman from Credit Suisse.

Unfortunately, the market doesn't seem to appreciate your capital recycling program, maybe it's just the earnings dilution, and just on David's point, probably, anticipating redeploying that capital. But maybe you can give us a sense of where this puts you in terms of your long-term goals of disposing of more assets. I know you want to continue to clamp the portfolio, but maybe give us a sense of volume of future dispositions, would be helpful.

Ian, I've learned through this journey not to get too high or too low on just kind of the markets reaction. We really, as a team, focus our energy everyday, every week, every month on really making sure that we're making our numbers, under the category of operational excellence, and again, making sure that we're really prudent capital allocators in the assets that we're buying, and then keeping a really low levered balance sheet. Regarding your question of recycling capital, we stated earlier on that there were a number of assets in lower growth markets. I think the recent transaction is a great indication of that. We sold effectively 24 assets with a RevPAR of about $72 and about 40% lower than our portfolio average. We think that's a really prudent use of capital. And from the standpoint that those assets would have required at least $65 million in CapEx, so it just didn't make sense to deploy capital in those lower growth markets. So we think overtime that we hope that the market will appreciate that. There are probably another 14 to 18 assets that we're evaluating. Again, like we've done in the recent transactions, we'll announce, if and when anything closes. We're not actively marketing any at this time. There are couple of assets that are at various stages of the sales process. They were part of last year's batch. But again, you'll see us continue to look for ways to improve the quality of the portfolio.

Look, I think its right move. And I think you'll get credit for it over time, so I appreciate that color. One last question for me and then I'll yield the floor. You've talked quite openly about consolidation, and I understand the challenges of doing that in this environment where people believe the recoveries are bit elongated here. But given your balance sheet, your capital, call it, dry powder, and your need or desire, I should say, to continue to do deals, can you just -- if you could give us some thoughts on, if there is not sort of company consolidation, are there large scale portfolio deals out there that could be a real possibility sometime in '15?

We are not at all retreating from our aspiration of leading the aggregation of the segment, particularly on the select-service side. We believe passionately, you've heard me talk about it, and I do it often on the calls and I don't think we need 15, 16 hotel REITs. And I hear there are another two, three, four that are in the process of considering their options. This industry should consolidate. We want to be part of that discussion. We prefer to do it as a buyer, but we're not opposed to being a seller, if someone were to make a very compelling offer. Again, we're focused on creating shareholder value. And it's not from a lack of not trying. We have to reach out to many of our peers and had discussions, and unfortunately those haven't moved forward, candidly. And you know this, as well as I do, and the listeners, the real impediment is really the social issues at this time. And we're hoping at over time that's going to change. Regarding, large portfolio there are some that are out there. I think as groups look at perhaps going public and depending on the reaction they get from the market, perhaps they'll consider another alternative of selling. If it makes economic sense, again we'd certainly like to be part of that discussion.

Our next question today is coming from Bill Crow from Raymond James.

Leslie, do you have the same-store RevPAR growth number for this year, for '14?

Our RevPAR, you mean sort of revised?

Well, not consolidate, just the same-store, if you own the assets for the entire period '13 and '14, so smaller group of assets?

Yes, the 7.2% reflects that.

Exactly.

That is same store.

Yes.

Yes, that is same-store.

Tom, can you talk about pressure on acquisition yields. I mean, we've certainly seen the popularity of select service assets spike over the last couple of years. How much pressure you're still seeing? Any relief out there.

Clearly, it's a very competitive market. And I think in West Coast, San Francisco, clearly the Bay Area, I think cap rates have certainly compressed. There is a lot of foreign capital, lot of private equity, lot of high net worth. Clearly, many of the REITs are also flushed with cash. So it's competitive. But again, if you look at our history, I mean look at the deals last year, most of those were either off-market or limited bid. Ross and the team have been working many, many years building those relationships. And clearly, wanting to be not the first call, an early call is owners are looking for opportunities to monetize. The other advantage that we have is because we don't have a captive management company and we've got a long strong of building relationships with management companies, we tend to be on the short list when they're looking for a friendly or a group debate can potentially grow with and ultimately manage other assets for us, so we are very confident, given the amount of cash we have and our desire again to continue to recycle capital that you'll see us in an orderly manner, put out the cash in desirable markets and in assets that will be accretive for the portfolio.

And then finally from me. Tom, it seems like you've really been focused on trying to drive the absolute RevPAR number of your portfolio higher, bigger markets, different sort of assets, maybe newer assets et cetera. Is there an argument to be made that you should not exclude the opportunity to buy an asset of lower RevPAR, absolute RevPAR, if they have more growth potential over time or is it just something you're not focused on right now?

I think the reality is that the market is prepared to pay a higher multiple for the higher RevPAR that's not lost on us. You're also going to get higher growth in many of those markets, I'm thinking of the West Coast, in particular. Over the years we have done extraordinarily well with certain university towns or look at the Courtyard that we bought a few years ago in downtown Charleston, which has consistently been a double-digit increase in RevPAR, and again, high RevPAR as well. So we're not willing to just say we're looking at only eight markets. I think if you look we've said historically the top 30 markets, but there's no doubt that there is strong interest in getting high growth markets with higher RevPARs.

Our next question today is coming from Anthony Powell from Barclays.

On Houston, could you give us some detail on what percentage of your room nights come from oil and gas and how those bookings are trending, I guess throughout '15?

Look, we remain very bullish on Houston. We think long-term it's a great market. And if you look historically around the recession, Houston added two jobs for every one job loss during the great recession. The oil and gas accounts account for about 14% to 15% of our rooms revenue in the Houston market, so that's RLJ's exposure. 6So I know there are some concerns and some articles that have been written stating that we've got significant exposure there. Again, it's only 14% to 15% for the nine hotels that we have in the Houston market. Also, want to note that the RLJ hotels were up 10.9% in RevPAR in January 2015. I will repeat that. We were up 10.9% RevPAR in January. Four out of our nine hotels were up double-digit increases. So we are seeing pockets of softening in Houston. And we expect in first quarter that's going to probably account to about 200 basis points of softening that we relate to oil and gas industry, but we still expect that we'll generate RevPAR in first quarter in Houston probably in the 7% to 8% range. We also think that our overall portfolio-wide exposure to oil and gas is about 2%. So the demise of Houston and the concerns out there, I think, quite bluntly are overstated. I would also like to note that some have made comments about Denver, and our exposure in Denver in oil and gas is about 1.5% to 2% for the 13 hotels that we have in Denver. I will also note, in Pittsburg, some have made the comment that we had a lot of exposure of oil and gas, we think it is minimal, near-zero. And we've got two hotels obviously in downtown Pittsburg. So clearly the oil and gas segment is something that we're watching carefully. Obviously, the greatest exposure is there in Houston, but again first quarter we think the exposure is about 200 basis points. And we still expect that Houston will generate 7% to 8% RevPAR growth for us in the first quarter.

And just, on the asset sales, how do you juggle selling assets, you've been selling hotels in low growth market versus your trading multiples. I think after you add back the CapEx, you sold the recent batch of hotels at [ph] 11x 14 EBITDA, whereas you're trading at, I think 14 or higher. How do you approach your valuation when you look at asset sales in the future?

It's a fair question, Anthony. I think the reality of our long-term stated goal, and we're long-term players, we really believe passionately that it is more prudent to be recycling that capital, out of the slower growth market, some of the hotels that we've sold for example were again part of a portfolio that we bought in 2006. Some of those hotels were 35 to 40 years old. Many of them again had RevPARs in $35 to $40, $42. These were again the least desirable hotels in our portfolio, and we were also selling many of them encumbered with management agreement. So we think at the end of the day that this was the right transaction. It will help us create long-term value for shareholders and we'll be able to redeploy that capital into higher growth markets that will make up for any loss that we may have in the near-term.

Our next question is coming from Lukas Hartwich from Green Street Advisors.

I'm curious, what percentage of demand for your portfolio is international travel? And then, I was just also curious, Tom, on your thoughts on the impact of a stronger U.S. dollar on limited service assets?

Lukas, as I would say that as you look at New York, historically internationals accounted for probably about 19%/. That was down as we look on 2014, probably down about 111 basis points, and we saw Brazil probably down about 28%. Brazil has been a really strong contributor. I think the impact of the stronger dollar, clearly you would think it would impact more of those gateway cities, particularly New York, but just given the demand and the interest of coming to the great city as New York, we'll have to watch it. But the early indications are that it really isn't affecting international demand at this time. And I think, we'll -- going to have impact it, probably it will be in the spring and summer months, when you're seeing that travel, and we'll watch that. But again, New York, we're not seeing the rate growth that any of us want, but you're still seeing really high occupancy. I think the market is 84%, 85%. We've generated again last year 96%. And if you isolate just our Manhattan hotels, I think we were north of 97%. Admittedly not happy with the rate, not getting the rate growth, and part of that again is that until the supply is absorbed and candidly until we start seeing operators with more courage to push rate, New York probably is going under perform and probably be in the low-single digits of performance in RevPAR here in the near-term.

My last question is just more of a just housekeeping. Can you provide the EBITDA margins for the 24 assets that were just sold?

The EBITDA margins for those assets is about 400 basis points below our average about 31%.

And is that 2014 or is that looking forward?

No, that's 2014.

Our next question today is coming from Dan Donlan from Ladenburg.

Tom, just I'm looking at my window at the DoubleTree by Hilton Metropolitan. And I was just going through my notes, looking at that hotel, what it did during the peak. And I have like around $35 million-or-so. Just kind of curious what's happened to that hotel? It looks like at the end of the 2014 it was doing close to $18.8 million. Is there more of a topline issue there? Is it bottomline, like what's the delta there?

The reality in New York, Dan, and I'll just give a little bit of commentary on it. That hotel is still running really high occupancy 96%, 97%. It's done it consistently. The issue is rate. In this environment, with the amount of new supply, we're unable to generate the kind of rate growth, not only in the DoubleTree, but I think it applies to the overall New York market as well. So we are looking for different ways to cut cost and manage the EBITDA there. The reality in New York is that you're seeing your expenses rise, particularly in a union-operated hotel 3% to 4%. And your revenues are relatively flat to modestly positive. We love New York. We love that asset long-term. We also think that there are some unique competitive situations and data points there in the Midtown East market. 20% of those hotels have been renovated, so they've moved from sort of the bottom of the pack to the top of the pack. So they've got pretty easy comps that are certainly contributing to that, and as more supply has been added in the Times Square, in and around there, that area has become less and less attractive from a leisure standpoint. But again, from a value standpoint and given the quality of that real estate, we have no hesitation about that asset. And depending on what our friends at Hilton and new owner of the Waldorf and what their plans are, we think again that's only going to strengthen the long-term value of this asset.

And then looking at the overall G&A as a percentage of gross assets before depreciation, it's come down from called a 110 basis points, and 30 down to 85 basis points in '14. Should we continue to see that tick down relative to your gross assets? Where do you think that can get to over the next couple of years as you scale your G&A?

It's a great question. I mean, we work -- one, we've got a wonderful team. And I think you've heard me speak on this many times, the thing that I most proud of is the duration and the tenure. My senior team have been with me for now 12 to 16 years and zero turnover. We've got the next generation leaders coming up and many of them also have long tenure year with us. So we're working hard to keep them and challenge them and grow them, and at the same time keep our admin to a reasonable level. We're essentially keeping it flat from where we were last year to this year. I think somewhere in the range of the 85 bps to the 100 bps is probably a reasonable run rate.

And then, Leslie, just to clarify, the guidance that you gave on the hotel EBITDA or adjusted EBITDA, that doesn't include any impact from the hotels that were sold in the first quarter, is that correct?

On the consolidated EBITDA, it would include any EBITDA we generated in January and February, prior to being sold on a consolidated perspective. Obviously, we'd be taking out for margin purposes.

And then just kind of curious, what would your RevPAR growth guidance had been if you hadn't sold the 24 hotels. The lower end of the market has been fairly strong recently, just kind of curious there?

Yes. I think it probably would have been comparable to where we landed.

And then just on a same-store basis, I know you provided the 7.2% was a pro forma number, but do you have the number had you not acquired any hotels in 2014, do you have what your RevPAR growth would have been for 2014?

It would have been 6.8%.

Our next question today is coming from Ryan Meliker from MLV and Co.

Just a quick one, most of mine have been answered. I wanted to talk a little bit about the development. I think the Courtyard San Francisco and SpringHill Houston are both expected to come online this year. Can you first tell me how things are trending in terms of timing for those? I apologize if I missed it earlier on the call, I jumped on late. And then second, if any cash flows and EBITDA from those assets are built into your consolidated hotel EBITDA guidance?

I'll start with the Courtyard San Francisco. We are really excited about this asset. It's a former student housing facility we bought for $29.5 million. We're going to put $24 million and $24.5 million plus or minus, adding additional keys. So we'll end up with a 166 keys at three blocks from Union Square at probably 320,000 to 325,000 a key. So a huge discount to replacement cost. So we're excited about it. It should open in early June. Clearly, the port activity and the dispute out there has impacted many of the development projects, not only on the West Coast, but certainly throughout the country. So in part, that's been contributing. It's also a complicated historic building renovation, but Carl Mayfield and our Design and Construction team through our third-parties are working hard. And again, we expect to open in early June 2015. And we do have for the balance of the year EBITDA contribution. I think historically we have told the market about a 7.9 cap in 2016, and we're still comfortable with that, given what's happening in San Francisco. The apartment conversion, again part of the Humble office building, we've got the two assets and third asset is in Houston was a conversion from an apartment building to SpringHill Suites. Again that 167 keys will be all in for about 195,000 a key also a pretty significant discount through replacement cost. And we are looking at 8 to 9 cap in 2016 that should open probably mid-May 2015.

Is any EBITDA from those assets included in your guidance or do you not include those, because there is so much uncertainty surrounding opening timelines and ramp up, et cetera?

It is included, right. We do have. Based on those timelines they are included in our guidance.

Our next question today is coming from Jordan Sadler from KeyBanc Capital Markets.

It's Austin here with Jordan. Just want to touch a little bit on the balance sheet. You guys have clearly made a lot of progress here since coming public. You've got the pieces in place here to prepay some of the CMBS stuff that matures later this year. Just curious for an update on your thoughts on becoming investment grade rated and sort of where you are in that process?

Austin, clearly, the long-term goal is still to be investment grade. We're not at all retreating from that. I would say that it's really a timing issue. We believe that if consolidation is going to happen, it's probably going to happen in the next 12 months to 18 months, perhaps 24 months. And so we just want to maintain the flexibility in the event that a large candidate or large target were to emerge, so we'd the flexibility to do a larger transaction. But long-term, again one of our fundamental tenants is a low-levered balance sheet. We ended the year, as Leslie said, at net debt to EBITDA about 3.5x. And again, we think to get to investment grade, probably need to be in the low-3s and that's our long-term goal.

And just turning back to some of the assets, you said that longer-term could be potential candidates for sale. Could you just give some of the characteristics of those assets? I mean, for the portfolio you just sold, you guys outlined, those were about 40%. The RevPAR was about 40% below the overall portfolio. What are some of the characteristics of those 14 to 18 assets?

I would think the characteristics would be slightly higher in terms of RevPAR probably in the low $80 to $80 to $85-plus or minus to look back to '14, but again, and which would be of 30%-plus or minus from our portfolio average. So again, these are assets that again could be sold in single assets, perhaps in a portfolio. Some of them could be sold encumbered or unencumbered by management, again with the desire to continue to improve the quality of the portfolio consistent with what we've done over the last several years.

Would it be safe to assume that those hotels would be less than 5% of hotel EBITDA?

That's a fair statement. I think they'd be in that no more than 5.5% of EBITDA.

And then just one last one. If you were to breakout RevPAR growth for your top six markets versus sort of the other bucket. How would you expect that to sort of breakout?

I think the top six would be slightly below the portfolio average. But understand, Austin, and we didn't do it this quarter. Obviously, there has been a little bit of noise and chatter about our exposure to some of the oil and gas markets. Hopefully, we have addressed that today and talked about that. But I think it's important to note for you and I think also for our listeners, just the overall diversification of our portfolio. Again, if you look at California, California is now accounting for about 11% of our EBITDA. You look at South Florida, that's accounting for 8%. New York City will be probably 11% this year and that will be the highest market. So given the diversification of our portfolio we think that is a huge advantage and really one of the strengths of our portfolio, and our platform is one of the reasons that we've been able to demonstrate strong performance quarter-after-quarter and year-after-year. So you'll see us look at the top six and perhaps adjust that, as we go to the second quarter to reflect now, what we believed really to be our top six, where we've got the top six exposure in our portfolio.

Thank you. We have reached the end of our question-and-answer session. I'd like to turn the floor back over to management for any further or closing comments. End of Q&A

Thanks. We appreciate everyone's time today. And we look forward to giving you an update on our second quarter call in early May. And look forward to seeing many of you on the road here in the very near future. Hopefully, we'll talk soon.

Thank you. That does conclude today's teleconference. You may disconnect your lines at this time. And have a wonderful day. We thank you for your participation today.