Ashford Hospitality Trust's (AHT) CEO Monty Bennett on Q1 2014 Results - Earnings Call Transcript

May. 9.14 | About: Ashford Hospitality (AHT)

Ashford Hospitality Trust, Inc. (NYSE:AHT)

Q1 2014 Earnings Conference Call

May 09, 2014 11:00 a.m. ET


Scott Eckstein – IR

Monty Bennett – CEO and Chairman

David Kimichik – COO and General Counsel

Jeremy Welter – EVP, Asset Management

Douglas Kessler – President


Ryan Meliker – MLV & Company

Thomas Allen – Morgan Stanley

Austin Wurschmidt – KeyBanc Capital Markets

Brian Maher – Craig-Hallum Capital Group


Ladies and gentlemen welcome to the Ashford Hospitality Trust and Ashford Hospitality Prime First Quarter 2014 Conference Call on Friday May, 09 2014. Throughout today’s recorded presentation, all participants will be in a listen-only mode. After the presentation, there will be an opportunity to ask questions. (Operator Instructions).

I will now hand the call over to Scott Eckstein. Please go ahead, sir.

Scott Eckstein

Thank you, operator. Good day, everyone, and welcome to today’s conference call to review results for both Ashford Hospitality Trust and Ashford Hospitality Prime for the first quarter of 2014 and to update you on recent developments.

On the call today will be Monty Bennett, Chairman and Chief Executive Officer; Douglas Kessler, President; David Kimichik, Chief Financial Officer and Jeremy Welter, Executive Vice President of Asset Management.

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 press releases that have been covered by the financial media.

At this time, let me remind you that certain statements and assumptions in this conference call contained are based upon forward-looking information and are being made pursuant to the Safe Harbor provisions 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 both companies’ filings with the Securities and Exchange Commission. The forward-looking statements included in this conference call are only made only 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 releases, and accompanying tables or schedules which have been filed on Form 8-K with the SEC on May 08, 2014 and may also be accessed through both companies’ website at and

Each listener is encouraged to review those reconciliations provided in the earnings releases together with all other information provided in the releases.

I will now turn the call over to Monty Bennett. Please go ahead, sir.

Monty Bennett

Thank you and good morning. I’d like to start off by mentioning that we recently launched the Ashford app, this is a free mobile app and is available at the Apple app store by searching Ashford and its targeted towards the hospitality REIT investor community. We designed app as a one-stop resource for everything associated with Ashford, related to companies as well as to the entire hospitality REIT sector. I hope you find the app to be an useful as investment and research tool.

During the quarter we continued to see improvement in hotel industry fundamentals and started to see the benefits of revenue initiatives we spoke about last quarter. Additionally, we continued to focus on finding innovative ways to create new term and long-term shareholder value for our two platforms. This includes capitalizing on improving trends in the lodging sector and debt market conditions.

Our outlook on the hotel sector remains positive and we are confident that these initiatives are adding value for our shareholders. The management team here with me today is a same team responsible for directing activities of both Ashford Trust and Ashford Prime as a team we’ve always employed a discipline of strict quantitative and qualitative analysis when making our managerial or investment decisions. At the same time once we’ve conducted our analysis we are quick and decisive in our actions. This methodology has serviced well through the years. Since Ashford Trust’s IPO in 2003 this management team has generated a 191% total return to our shareholders compared with 114% return from our peers over the same time period. In fact, we outperformed our peers in every yearly cumulative total shareholder return period since our IPO. We hope to continue this record of success with Ashford Prime which has only recently become an independent public company.

An integral part of this methodology is our commitment to acting as shareholders in our companies that’s really not difficult for us because we are shareholders.

Our insider ownership in Ashford Trust is 18% and following the spin-off and subsequent equity rates our insider in ownership is 14% in Ashford Prime. The next process hotel REIT peer has 4% insider ownership. Over the years collectively we have sold very little of our stock and it made material cash purchases of shares in fact this past quarter I bought 500,000 of Ashford Prime stock in the open market personally. The vast majority of our management team’s network is Ashford Trust and Ashford Prime stock because of this we work diligently to be good stewards of our investor’s capital since our own capital is at risk with yours . We consider this to be one of our key differentiators and key competitive advantages.

I believe we have the most high aligned stable and effective management team in the hotel industry. This same people that took Ashford Trust public over 10 years ago, are also still here. In terms of operational expertise, if you look at just the top 10 most senior executives in our company, we have well over 200 years of cumulative lodging and real estate experience in a variety of roles including acquisitions, dispositions, assets managements, property management, finance, accounting etc. So it's the same management team that continues to manage both the Ashford Trust and the Ashford Prime investment strategies.

Ashford Prime has a focused investment strategy targeting high RevPAR hotels and resorts located predominately in domestic and in international gateway markets with conservative leverage levels. While Ashford Trust will continue to focus on all segments of the hospitality industry with RevPAR criteria outside the Ashford Prime investment focus and in all levels of the capital structure.

Now let’s review some highlights from the first quarter. In 2014, we have seen continued recovery in the lodging sector driven by improving general economic conditions that continue to drive RevPAR growth and improved profitability. This includes steady demand growth for U.S. lodging accommodations this has been at an all time high for the past two years with low anticipated levels of industry supply.

PKF is forecasting the 2014 RevPAR will increase by 6.6% over 2013, further PKF projected RevPAR growth forecast for 2015 is currently 7.05% driven by exception for growth in both lodging demand and ADR.

Supplied growth is also expected to remain well below its long term average with PKF projecting net supply growth of only 1.0% and 1.3% in 2014 and 2015 respectively. Consider that on a historical basis, according to Smith Travel Research the long run average annual change in supply has been 2.0%. Presently, PKF doesn’t see the national annual supply growth exceeding that level until 2017.

In the first quarter RevPAR for all Ashford Trust Hotels increased 7.5% despite difficult year-over-year comparisons due to our assets in Washington DC area which had a benefit of the presidential inauguration last year. While Jeremy will provide more detail on it shortly, there are two things I would like to highlight.

First, regarding the Washington DC area. While our assets have faced significant challenges in recent times we believe the DC market has nearly bottomed out and we remain optimistic regarding it's long term prospects. Second, it's important to note that much of the RevPAR growth we achieved this quarter is attributable to the new initiatives we have underway that our affiliate manager Remington. I will discuss these initiatives in more length later on.

During the first quarter, Ashford Trust refinances $165 million MIP loan, portfolio loan with a new $200 million non-recourse mortgage loan. Our belief is that today's interest rate and debt market environments are for substantial opportunities to those with the expertise to take advantage of it. We will continue to seek out way to increase our liquidity resources with strategic refinancing transaction such as this one well also proactively addressing our debt maturities with such opportunities arise.

As previously announced, during the quarter Ashford Trust board of directors unanimously approved a plan to spin off its assets management business into a separate publicly traded company in the form of a taxable distribution to be comprised of common stock in Ashford Inc., a newly formed or successor company of Ashford Trust existing advisers subsidiary Ashford Hospitality advisers LLC which currently advises Ashford Prime.

In connection of the spin off, it is anticipated that Ashford Inc will enter into a 20 year advisory agreement to externally advise the Ashford Trust. In addition, Ashford Inc will continue to externally advise Ashford Prime. We plan to file our listing applications where Ashford Inc with the NYSC or NYSC MKT exchanges. We expect this distribution to be declared during the third quarter of 2014. However, it remain subject to certain conditions.

We file our Form 10 for Ashford Inc with the Securities and Exchange Commission on April 7th, 2014 and we will have more information to share with you about this spin-off as we closer to the distribution day.

Following the quarter end, Ashford Trust priced a follow-on public offering of 7.5 million shares of common stock at $10.70 per share. The company granted the underwriters a 30-day option to purchase up to an additional 1,125,000 shares of common stock. Settlement of the offering occurred on April 14, 2014 generating total net proceeds of 77 million.

Ashford Trust continues to use the net proceeds of they are offering for general corporate purposes including without limitations hotel related investments, capital expenditures, working capital and repayment of debt or other obligations.

Turing to Ashford Prime, during the first quarter, RevPAR for all Ashford Prime hotels increased 5.5%. however when excluding the results of hotels on renovation in the quarter and the capital Hilton Hotel in Washington DC would experience an increase occupancy related to the presidential inauguration last year, RevPAR increased 12.2%.

RevPAR for all Ashford Prime hotels not under renovation increased 7.4% during the quarter. Much of this performance was driven by our west coast assets which continue to outperform. This includes RevPAR growth of 14.3% for our Courtyard San Francisco Downtown, 29.8% for our Hilton La Jolla Torrey Pines, and 26.5% and 12.1% for our Courtyard Seattle Downtown in Seattle Mariette Waterfront respectively. We are quite pleased with these results because they speaks to the strength of the assets in the Ashford Prime portfolio and the rational for the spin-off of Ashford Prime as a separate public entity.

Also during the quarter Ashford Prime completed the acquisitions of Sofitel Chicago Water Tower and Pier House Resort in Key West. Douglas will review the transactions details later in today’s call, importantly these deals are representative of the types of transaction we will look forward as we buildup this portfolio.

Since completing the spin-off in November, Ashford Prime has already acquired two high RevPAR hotels with attractive locations in key U.S. gateway markets.

Ashford Prime also took steps to enhance its liquidity position during the quarter by completing an equity offering for total gross proceeds of $151.8 million. Ashford Prime is currently trading at a trailing a 12-month in a wide cap rate that’s 7.4%.

Based on HPS research and where we are seeing similar assets trade in the private market, we estimate a private market trailing 12 months in a wide cap rate of around 6.0% is more appropriate. This 114 basis points cap rate premium we estimate equates to over $7 and per share value.

We are committed to maximize the value of our shareholders in both the platforms and we will work to continue to execute on each companies investment strategy while exploring all options to maximize value.

As previously announced the Board of Directors of Ashford Trust declared a dividend of $0.12 per share for the first quarter of 2014. The Board of Directors for Ashford Prime declared the first quarter 2014 quarterly cash dividend of $0.05 per share. Both Ashford Trust and Ashford Prime will continue to review the dividend policies on quarter-to-quarter basis.

Lastly, I want to discuss some of the new initiatives with implemented with our affiliate manager Remington which I am personally overseen. As our first quarter RevPAR performance indicates we are now starting to see some of the benefits from these actions. I will briefly reiterate some of the steps we have taken. First, we turned over and replaced our senior sales and marketing position which oversees direct sales such as group, contract and preferred accounts.

We have also created two new senior positions in sales and marketing with respect to this person. But this new leadership team has been tasked with an increasing cohesiveness between directors of sales in our hotels and the sales team to ensure everyone is completely focused on driving total revenues and market share growth at our hotels.

On the revenue management and electronic commerce side, we have created and are nearly finished filling several new positions taking this department from 11 to over 20 both senior and junior executives. This group is focused on maximizing revenues from the lowest cost channels.

Additionally, we are comprehensively upgrading our business analytical capabilities. This big data initiative is focused on revenue optimization, making sure we are implementing the best possible pricing strategies for our available inventory given historical and projected room demand patterns.

We believe these investments and systems and personnel can substantially increase our revenue enhancement capabilities. In conclusion, we are very pleased with our RevPAR performance this quarter for both Ashford Trust and Ashford Prime. Also, we are optimistic regarding the prospects for our planned spin-off of Ashford Inc given this limited expected capital needs attractive advisory agreements, we will already have in place with two publicly treated companies, it's pipeline of opportunities for possible future growth and the currency to make acquisitions.

The same management team is responsible for Ashford Trust outperformance for the past decade can now work through these multiple platforms providing additional avenues to develop new and creative strategies to grow shareholder value. With these factors combined, we believe we are well positioned as lodging sector conditions continue to improve and we look forward to updating you on our progress and future goals. With that I will now turn the call over to David Kimichik to review our financial performance for the quarter.

David Kimichik

Thank you, Monty. For the first quarter of 2014, Ashford Trust reported AFFO per diluted share of $0.25 compared with $0.35 a year ago. The first quarter of 2013, included $6.2 million of interest REIT derivative income which impacted AFFO per share by $0.06. It also included the Ashford Prime hotels.

During the quarter, Ashford Trust pro forma hotel operating profit increased by 10.4%. Ashford Prime recorded AFFO per diluted share of $0.18 compared with $0.16 a year ago. During the quarter, Ashford Prime pro forma hotel operating profit increased by 3.6%. For the first quarter, we reported adjusted EBITDA of $79.5 million for Ashford Trust and $14.2 million for the Ashford Prime.

At quarter’s end, Ashford Trust had total assets of $3.5 billion including the Highland portfolio which is not consolidated and $1.8 billion of mortgage debt in continuing operations and $2.6 billion overall including Highland.

The total combined debt currently has a blended average interest rate of 5.6% that’s currently 54% fixed rate debt and 46% floating rate debt, all of which have interest rate caps in place.

Including the market value of Ashford Trust’s OP units of Ashford Prime and as pro rata share of the net working capital of the Highland portfolio, Ashford Trust ended the quarter with net working capital of $395 million.

Ashford Prime at quarter’s end had total assets of $1.2 billion, that’s $769 million of mortgage debt in continuing operations and blended average interest rate of 5% which is currently 55% fixed rate debt and 45% floating rate debt, all of which have interest rate caps in place.

At quarter’s end, the Ashford Trust portfolio consisted of 114 hotels, with 22,667 net rooms and the Ashford Prime portfolio consisted of ten hotels with 3,469 net rooms. Ashford Trust share-count currently stands at 110 million fully diluted shares outstanding, which is comprised of 90 million common shares and 20 million OP units.

While Ashford Prime share-count currently stands at 34.5 million fully diluted shares outstanding which is comprised of 25.4 million common shares and 9.1 million OP units.

I’d now like to turn the call over to Jeremy, to discuss our asset management accomplishments for the quarter.

Jeremy Welter

Thank you, Kimo. RevPAR at ten properties in the Ashford Prime portfolio increased 5.5% in the first quarter of 2014, driven primarily by rate which increased 4.4%. Similar to the fourth quarter, the strong revenue performance was again driven by the four properties located on the West Coast which experienced significant combined RevPAR growth of 19%.

Lat Ashford Prime hotels located in the western half of the country, the three hotels in San Francisco and Seattle Markets, collectively increased RevPAR by 15.5% benefiting from continued strong market demand. Of note, the Seattle Courtyard Downtown RevPAR increased 26.5% fueled by increased from net production from the nearby Amazon corporate headquarters. In addition, the Jolla Pines RevPAR increased 29.8% which is primarily aided by a year-over-year renovation comparison.

I mentioned in the previous earnings call that we were excited by the properties growth prospects in 2014 given a stunning new rooms products. In terms of market share for Torrey Pines, the first quarter of 2014 was the highest RevPAR index level achieved in the last ten years. I believe this exceptional RevPAR performance is simply the first installment of many solid performances to come.

During the quarter, two hotels were added to the Ashford Prime portfolio. In late February, Ashford Prime completed the acquisition of 415 rooms Sofitel Chicago Water Tower. This 32 floor architecturally stunning hotel is located just off the Magnificent Mile in Chicago CBD.

Weather and unfavorable year-over-year city wide calendar combined to make for challenging first quarter, while we fully expect this hotel to be stellar edition to the Ashford Prime portfolio. Second, in early March the Pier House Resort was acquired from Ashford Trust. As you may recall Ashford Trust acquired the Pier House Resort in May 2013 and immediately installed Remington as property management company.

The hotel's first quarter RevPAR of $424 represented more than a 15% increase compared to the first quarter of 2013 and EBITDA margin expansion of 474 basis points are both testament of the health of the U.S. market and the superior operational capabilities of our affiliate manager Remington.

Turing to the remainder of the Ashford Prime portfolio, there are a couple of onetime factors affecting performance that I would like to bring your attention. First, the capital Hilton in Washington DC benefited in January 2013 from the presidential inauguration. That difficult comparison coupled with several travel paralyzing snow storms this year negatively impact RevPAR performance in the first quarter.

Next the 499 room Courtyard Downtown Philadelphia was undergoing a transformational room’s renovation for most of the first quarter of 2014. The hotel now features a contemporary room product to complement the building's existing historic charm and central location just one block from the Convention Center. The hotel looks fantastic and now offers a value proposition that is truly unique within the Courtyard brand.

Excluding the capital Hilton, the Courtyard Downtown Philadelphia and Mariette Seattle Waterfront which was also under renovation during the quarter, Ashford Prime’s RevPAR in the first quarter of 2014 grew by an exceptional 12.2%.

Moving to the Ashford Trust portfolio RevPAR increased 7.5% in the first quarter of 2014 driven by roughly equal split between rate which increased 3.4% and occupancy which increased 4%. Hotel EBITDA margins improved by 127 basis points and EBITDA flow through was 53%.

Again the West Coast prove to be a source of strong revenue growth in the first quarter as Los Angeles market area grew RevPAR by 16.2% and San Francisco Oakland Market area grew 13.5%. The Dallas Fort Worth market area also had an exceptional first quarter with RevPAR growth of 13.1% over the last year.

The overall top-line performance of the Ashford Trust portfolio was superb but again there were couple of non-incurring factors affecting RevPAR performance, that we would like to plan out. First there were 10 hotels in the Ashford Trust portfolio within the Washington DC market area; that were impacted by several snow storms in the first quarter. Also, the two hotels located in the Washington DC CBD into a lesser extent the three hotels in the Crystal City area benefited from the Presidential inauguration in January 2013.

Despite the combination of poor weather and inauguration comparison, Ashford Trust Hotels in the Washington DC market area still managed to increase RevPAR by 1%. We believe the slight RevPAR growth notwithstanding the difficult circumstances suggest that we are seeing perhaps the first grains shoots of growth in a rebound for the Washington DC market.

And in the New York New Jersey market area, several of Ashford Trust hotels continue to benefit from residual Sandy related business in the first quarter of 2013. The 1,560 rooms located in this market area experienced an 11.3% increase in RevPAR in the first quarter of 2013, which provided a challenging comparison for this year resulting in a 1.6% increase in RevPAR for the first quarter of 2014.

If one do we exclude, the Washington DC and New York New Jersey market areas from the Ashford trust portfolios result in the first quarter of 2014, RevPAR growth would have been 1.4% higher or 8.9%.

In terms of noteworthy capital expenditures within the Ashford Trust portfolio, there are a couple of recently completed renovations that I would like to bring to your attention. First, one of the portfolio’s largest assets the 673 room, Renaissance Nashville we completed and approximately $20 million rooms renovations.

The refresh, guest rooms, suites and bathrooms along with updated amenities now complement the hotel’s recently acquired meeting and brief function space. And one sure that this hotel remains a prime destination for large groups coming in Nashville.

Next, at the Silversmith in Downtown Chicago, Ashford Trust completed a truly transformational renovation of the hotels, rooms and public spaces in addition to adding a new restaurant concept on the ground floor. The renovation has repositioned this historic Jeweler' S Row Hotel into an independent luxury boutique destination it will offer both midweek business and weekend leisure travelers a unique and lavishly appointed option for the visits to Downtown Chicago.

In past quarters, I have shared with you specific strategies and initiatives underway within the asset management team in order to continue to drive total revenue growth across both portfolios. These initiatives include adding a VP of revenue Optimization to the asset management team which incidentally involved and providing a more analytical data-centric approach to sales and revenue management evaluation. The specific strategies include dynamic day retail pricing, increased premium rooms inventories, pattern management for future group opportunities, maximized in the ancillary revenue streams and the optimal business mix exercises to name just a few among many other tactics.

The strategies are also being bolstered by the implementation of an enterprise business intelligent system.

In addition to these efforts, our affiliate management company Remington vastly expanded own sales, revenue management and ecommerce capabilities in the middle of last year. Increased staffing includes three new senior vice presidents, two new vice presidents, reduced property to staff ratios and a 100% increase in ecommerce revenue management coverage. Remington is also engaged in specific top-line initiatives including the development of the rigorous group rate pricing tool, optimize meeting space utilization, improved online reputation management and centralized business development. These additional staffing resources and revenue strategies are also being supplemented by an overarching big data initiative that will seek to integrate data from numerous sources in order to improve strategic analysis and decision-making related to all thing revenue.

As a management company for 74 of Ashford Trust, 114 hotels, we believe strongly that these additional staffing resources and top line strategies will drive accretive top line growth for shareholders. In fact if one looks Remington top line performance in the first quarter of 2014, you can already see the early results of these efforts as Remington managed Ashford Trust hotels grew RevPAR by 10% compared to last year gaining 175 basis points in market share in the first quarter.

We believe that this point in the lodging cycle to continue to optimize top line growth which Ashford and Remington teams are both laser focused on will enable superior bottom line results for investors.

Now I would like to turn the call over to Douglas. Thank you.

Douglas Kessler

Thank you, Jeremy. In the first quarter, Ashford Trust remained focus on improving its capital structure and enhancing its liquidity resources by leveraging attractive interest rates in other favorable market conditions.

During the quarter, we successfully refinanced our $165 million MIP portfolio mortgage loan with a new $200 million non-recourse mortgage loan with the two year initial term and three one year extension options, subject to the satisfaction of certain conditions. The new loan is interest only with the floating interest rate of LIBOR plus 4.75% with the 0.2% LIBOR floor.

We have received excess net proceeds of about $30 million on this refinancing. The new loan remain secured by the same five hotels including the Embassy Suite Philadelphia Airport, Embassy Suites Warner Creek, Sheraton Mission Valley San Diego, Sheraton Anchorage and the Hilton Minneapolis St. Paul Airport Mall in America.

As we have done in the past, we continue to be proactive with our upcoming debt maturities. We think to strike a balance between liquidity and debt capital markets and future operating performance.

In addition, we are focused on both fixed and floating rate refinancing and take a very strategic approach to the composition of loan pools to give us greater options and flexibility with our asset base.

To strengthen Trust liquidity and better position the company for investment opportunities, in April we completed the follow-on public offering of 7.5 million shares of common stock priced at $10.77 per share granting the underwriter’s of 30 day options to purchase up to an additional 1,125,000 shares of common stock. The offering generated total net proceeds of $77 million. Ashford Trust tends to use the net proceed of the offering for general corporate purposes including without limitation hotel related investments, capital expenditures, working capital and repayment of debt or other obligations.

As a reminder during the down turn we purchased over $75 million shares of Ashford Trust common stock in the open market in an average price of around $3 per share. So reissuing those shares at a price of $10.77 resulted in significant value creation for Ashford Trust shareholders.

Turing to Ashford Prime, as previously announced January we closed the public offering of 9.2 million shares of common stock which were sold at a price of $16.15 per share. Total gross proceed to Ashford Prime from the offering before deducting the underwriting discount and other estimated operating cost $151.8 million. This capital was raised to fund the acquisitions of the Sofitel Chicago and the Pier House Resort.

During the quarter, Ashford Prime closed on the acquisitions of both the Sofitel Chicago Water Tower and the Pier House Resort in Key West. As Monty mentioned earlier, these acquisitions are representative of the types of high RevPAR properties with attractive locations that we are targeting as we build out the Ashford Prime portfolio. Regarding the details Ashford Prime required 415 rooms Sofitel Chicago Water Tower in February for $153 million in cash or $369,000 per key. This four star hotel features over 10,000 square feet of meeting space and situated in the Gold Coast sub-market of Chicago, a major U.S. gateway market for both corporate and leisure travelers. Sofitel will continue to manage the property. At closing, we financed this hotel with $80 million of non-recourse mortgage debt priced at LIBOR plus 2.3%. The new debt has a five-year term including extension options.

In March Ashford Prime required 142 room Pier House Resort from Ashford Trust for total consideration of $92.7 million or $653,000 per key. The purchase price is based on Ashford Trust actual cost. Ashford Prime assumed $69 million mortgage on the hotel and paid Ashford Trust the balance of the purchase price with cash on hand.

The Pier House acquisition is one of two option properties that Ashford Prime received at the time of it's spin-off from Ashford Trust. The other option property the Marriott gateway in Crystal City has 12 month exercisable term that goes from May 2014 to May 2015.

Given Ashford Prime’s existing exposure on the DC market with the Capital Hilton and the current price of Ashford Prime stock we do not expect Ashford Prime to exercise that option anytime soon.

So in conclusion, during the first quarter we made substantial headway in building up the Ashford Prime portfolio well also strengthening the liquidity positions and capital structures for both Ashford Trust and Ashford Prime. For Ashford Trust, we will continue to be opportunistic with respect to refinancing, and investment decisions.

At Ashford Prime we will continue to execute on investment strategy and seek innovative ways to maximize value for our shareholders.

Our approach to transactions remains consistent in both Ashford Trust and Ashford Prime taking into account their different investment strategies. This approach takes in the consideration many variables that could favorably result in shareholder accretion.

Growth for growth sake is not an option. We like you on too much of the company and shown great discipline over the years on how, when, and what we buy. This along with our asset management in capital markets expertise have led to out-performance. On deals we take into consideration qualitative issues but are mainly guided by quantitative matrix when making our investment decisions.

Well, many variables are considered, our primary focus is on the increase on stock price from an investment as affected by the current cost of capital, initial yield, absolutely RevPAR, EBITDA multiple correlations and growth. Today the pipeline for transactions is healthy. The creation of Ashford Prime and Ashford Trust gives us more flexibility to pursue transactions that fit the designated criteria of each company.

We have more investment bandwidth as well as more deal ideas being presented to us and more than we are coming up with on our own to evaluate well this is not necessarily mean that we will transact. I can assure you that our transaction team is more engaged in a potential deal flow for both Ashford Prime and Ashford Trust that since the depth of the financial crisis.

Lastly as 18% holders of Ashford Trust and 14% holders of Ashford Prime your management team is dedicated to enhance shareholder value and providing superior returns.

That concludes our prepared remarks and we will now open it up for your questions.

Question-And-Answer Session


Thank you sir. [Operator Instructions] thank you. Our first question comes from Ryan Meliker from MLV & Company. Please go ahead with your question.

Ryan Meliker – MLV & Company

Good morning, guys. I just had a couple of things, I was hoping you guys could address. Can you give us any color in terms of what – or any detail I guess more than color in terms of what business lines that Ashford advisers are going to enter? I know you have given some general color on the types of opportunities we have seen North Star get very inquisitive obviously they bought in keepers, and now I know they are now bidding for Griffin (inaudible) are there anything that Ashford further along in it and can you give us an update on how the fund raising is going for the hedge fund?

Monty Bennett

Sure. This is Monty. As you implied you referenced that we have given some ideas about where we could grow Ashford advisers and where we can be all the additional business lines that we are looking at considering. I think you did hit on the one that’s next up in the queue and that’s our real estate hedged equity strategy. That is – that’s the one that will be the additional business line that will be next in the queue.

We are currently out in the marketplace, taking to investors about it and we are looking to launch that in the fall. I would love to give you some more color on what sites we are launch that at but that’s just hard to say right its depends upon investors and we are not at the point where we are receiving investor subscription amount on that, I guess So it's just hard to tell how big that’s going to be in the fall. We would love to know ourselves but we just don't know until we start receiving some of those and that’s just not time yet. So the first opportunity for us is our real estate to hedge equity strategy. After that we see some of these other potential opportunities that we have mentioned you in the past. I wish I could give you more detail and more precision but it just doesn’t exist yet to give.

Ryan Meliker - MLV & Company

Okay. Since do you have any commitments here for the hedged equity strategy and what type of investors are you focused on? Are you looking at retail guys or institutional guys?

Monty Bennett

Sure. We have not sent out subscription agreements yet so we are not in the process of receiving any back. So that hasn’t begun yet and as far as types of investors, we are looking for investments minimum of $1 million and the $10 million probably would be the largest likely type investors. So those are wealthier individuals and smallest type institutions.

Ryan Meliker - MLV & Company

Okay. That’s helpful. Thanks Monty and then the second question I wanted to ask was in your prepared remarks and in the Ashford Prime press release, you indicated that this management team is willing to do just about anything to maximize shareholder value, how do you balance the potentially (inaudible) obviously the stock trades at a material discount to the underlying value of the assets, are you open to selling the company if you got a bid at market value, would you be willing to waive the termination fee to Ashford advisers if you got bid at or above market value?

Monty Bennett

Sure. Well if you look at our history Ryan you can see that we have been very accretive of the years to make sure that our share price has been maximized, no returns to investors and in the first part of my reading here we have mentioned that over our ten years of existence our returns have been almost double our Pier average. So we are very committed to it and large shareholders. So we see the dislocation between what we see as private market value of these assets and that’s pretty straightforward I think investors can look at the private market value of these assets compared to where it's trading publicly and see if there is a big gap. At the same time we know that this is not common for new platforms to trade down at first we saw that with some of our Piers at the IPO to the past numbers three years or so. So we are doing our best to be patience on it but it's difficult for us because we like our investors want to maximize our share price performance. We are opened to any type of opportunity and if that means someone making up the company, then so be it. As far as waiving any types of fees, that has been something that is discussed at all for us but I think that keeping in places it's good for everybody because the way that our fees are structured is that that makes Ashford Inc whole in any type of sale process. And so it doesn’t provide any conflicts of interest that would otherwise exist and makes it much less friction and trying to sale the platform and those aren’t material enough to affect that valuation gap but we are opened to alternatives and we are trying to develop ways in order to maximize our share price.

Ryan Meliker - MLV & Company

Alright. I appreciate your candor in answering that. Just one quick one and I will jump back in queue. Any thought you bumping the Prime dividend to try to get more retail investors; obviously you guys have the cash flow within the Prime portfolio. I know you want to grow the portfolio but it's hard to grow the portfolio when the stock is trading at the level it's trading I am wondering if maybe bumping the dividend materially would drop the stock up higher and give you guys the opportunity to grow the platform at a more attractive stock price, any thought into that of the board thinking about the Prime dividend these days?

Monty Bennett

We are going to be having a board meeting next week and I am sure that will come up in the first kick round. We traditionally like to talk about that in December for the upcoming year but we do revisit it every quarter. What we are struggling with is that relationship is does increase the dividends increased stock price because of an increased in attraction to retail customers. And we just don't see that relationship in history with our stock price or our Piers very much. It's really hard to divine that relationship exists. That being the case, we are still planning on taking a look at it because when we say that we want to look at all avenues that includes all avenues.

Ryan Meliker - MLV & Company

Alright. Thank you. I appreciate your answers Monty.

Monty Bennett

Thank you.


Thank you. Our next question comes from Robin Farley from UBS Financials. Please go ahead with your question.

Unidentified Analyst

Hi. This is actually (inaudible) for Robin. Could you give any color on the transaction market and particularly on sort of what living indicators you look at as you look at whether you will be net buyer or seller to this year at the same time if you have any color on whether you are looking at portfolio deals? Thank you.

Douglas Kessler

Sure, this is Douglas Kessler. We knew the transaction market to be healthy. The deal flow typically at this point of the cycle continues to show an upward trajectory in terms of the number of opportunities that are coming to the market. If you just look back for example at some data the (inaudible) output at, you can see what happened as the cycle approached its peak the last go around heading into 2007, bottom down 2009-2010 timeframe and now we’re on an upper trajectory as far as expectations and seller’s expectations are more of line. I think we are bullish, as our most of the industry experts in terms of the future RevPAR growth and although new supply coming in, so that seems to indicate that there’s still more room to run in the cycle which would indicate to us it’s still an attractive opportunity to buy hotels.

So having kind of shared with you the macro perspective, actually on a micro footprint standpoint, what we’re seeing for both Prime and Trust? It’s a fluid situation where we see active deal opportunities for both platforms. Obviously, with the recent acquisition of the Sofitel property and the transaction on the Pier House we’ve demonstrated growth and the prime platform.

Our overall mandate is to be just how we’ve been in the past 11 years in operating a public company, very disciplined, and first and foremost looking at the potential accretion that could happen for the benefit of shareholders. Portfolio opportunities actually make perhaps even more sense for us than had we been just a single entity company comprised of just Ashford Trust. The reason generally is that portfolio which have a mixture of assets, some that fit better into one portfolio, some that may fit better into another portfolio.

e have the flexibility to take down assets in both portfolios, arrange for rights of first offers to the extent that some assets fit better in one portfolio but they’re cross collateralized with that they might be assumed in another portfolio. So I think that our footprint of having both a Prime and a Trust platform in the market actually provides a competitive advantage.

Also, it’s worth pointing that with the different costs of capital we think we are better calibrated to position those assets which meet the criteria into each perspective platform relative to their returns. Obviously we’ve commented on the price disconnect with where Ashford Prime, more specifically is trading and it makes it a little bit more challenging, given the way we look at our quantitative accretion model at the current share price. But the market is healthy, we’re seeing more opportunities and obviously even more so as we head into the annual NYU Conference, generally another opportunity for sellers to bring product to market through their brokers, we are by the way, seeing both on market and off market opportunities given our deep network of contacts. So as you can tell, we’re spending a lot of time on the writing transactions.

Unidentified Analyst

Very helpful, thank you.


Thank you, our next question comes from Chris (inaudible) from Deutsche Bank. Please go ahead with your question.

Unidentified Analyst

Hey, good morning guys. On the Ashford Prime side, I guess kind of given the stock price and you would ideally like to grow the portfolio, obviously accretively if you can, are you willing to look at deals, or I guess are you looking at deals where maybe the seller’s open to taking some OP units or some other kind of alternative form?

Monty Bennett

Sure. This is Monty. Just to be clear, part of your question you talked about growing the platform and accretively if possible, I just want to clear that accretively is the only way we’ll grow the platform. We’re not going to grow it if it’s not accretive. As far as looking at it, anything’s possible but if we did something like that we’d see that as tantamount to us issuing shares at this price and buying an asset with cash, which is not attractive to us. So I don’t see how it will be attractive to us, I don’t see how that economically works, I don’t see how that’s a accretive, again anything’s possible but I just don’t see that as a likely scenario.

Douglas Kessler

Obviously in the past we’ve issued OP units on transactions, some sellers find it tax efficient, some sellers are interested in broadening their asset base by diversifying their equity into a strong platform with a greater base of hotels. So history would indicate that we have done it, but to money’s point it has to be done at a price point that we feel is an only feel is accretive for the shareholders.

Monty Bennett

If a seller would do it at a price point that’s above where we are trading now, then yes we’d look at it. That seems to be what would have to happen.

Unidentified Analyst

Okay, fair enough. And then I guess maybe I’ll ask the flipside of it, which is you’ve talked about the targeted leverage Prime and, maybe that’s more of a fluid moving target, right? Because again to the extent that something that is accretive out there, would you take the leverage up temporarily and that kind of might get things, everything kind of rolling, right?

Douglas Kessler

Well, when we look at accretive transactions, we always look at it on a leverage neutral basis. Because, we’ve talked about accretion, we talked about total shareholder return accretion five years from now on a leverage neutral basis, so I just want to make that clear to everyone on the phone when we say accretion that’s what we mean. Because some people talk about accretion, just for next year our accretions, just to [FFNO] or one thing or another. By leveraging something up, it’s much easier to get something accretive. In fact, you can get anything accretive with enough leverage, and I know that’s numbers you’re suggesting. But we’re pretty well set on getting that just EBITDA down to our target level within the timeframe we’ve mentioned, which was at five or below over by two years after we’ve spun out. And while there might be in our path downwards a little blip-up here or there, we’re pretty reluctant to do anything else because we told our shareholders what we’re going to do, and that’s what we want to do. If we did something else, then all those that’s relied on that information would feel short shifted, and we don’t want to do that. But we think we can grow this platform and keep all these other objectives in line; again, it’s not unusual for a stock to back up a little bit after an IPO or spin out. So we’re doing our best just to remain patient as more and more investors come to learn about the platform, and do their homework and see the difference in private market value versus where the stock is trading right now.

Unidentified Analyst

Okay, understood. And just finally for me, as we look out to next year, just trying to get a sense as to how much renovation activity you guys think there might be at this point, basically thinking maybe there’s a little bit more lift than less displacement next year relative to this year, and it seems like this year there is less displacement relative to last year.

Jeremy Welter

Yes, this is Jeremy; I think that we’re going to have a little bit less renovation activity in the Trust portfolio. We’ve done a good job of working our way through Highland and have completed most of the Highland portfolio through the summer this year. So that will be in really good shape going forward, and we’ll be able to drive additional rampant growth in that portfolio. We do have a quarter of Boston that we’re going to have to finish up in the fourth quarter, but once we’re done with that Highland is in really good shape. As related to Prime, there is not a lot of renovation activity that we have. I think we need to disclose a few renovations in the fourth quarter, both of which should not be that impactful to the guests and to revenues, so hopefully we’ll be able to minimize displacement in the Prime portfolio as well.

Unidentified Analyst

Okay, very good. Thanks guys.


Thank you. Our next question comes from Thomas Allen from Morgan Stanley. Please go ahead.

Thomas Allen – Morgan Stanley

Hi guys. Good morning. I think it’s interesting what you said earlier that you said the D.C. market is stabilizing. You guys had pretty strong results in the first quarter, everything considered with (laudable) inauguration and potential weather impacts, but Le Mare Marquee is opening, I think it might have opened even last week, so what gives you confidence the market is stabilizing? Thanks.

Monty Bennett

Sure. I’ll comment on it and then Jeremy, you might jump in as well, if you’d like. I think a lot of it has to do with the government and where the government has been and where it’s going. We just hear and see a lot less chat and talk about cutting government spending, and when that spending occurred, I’m sorry, the spending cuts occurred, a large chunk of that came from travel at disproportionate amounts, and that really affected the D.C. market; I think at one point we saw government business down 30% year-over-year in that market. So it was a big drop. We’re just not hearing that kind of talk, we’re not seeing that kind of activity, so we’re seeing government business stabilizing, and maybe even starting to increase. So despite the Marriott coming online, the impact with government business has a big offsetting effect.

Jeremy Welter

That’s right. And when you look at it from a comparative basis, the impact to sequestration, we really felt it beginning in May 2013, and so on a year-over-year comparison in May 2014 there should be less impact from sequestration, but we are seeing a resume of government travel and spending our D.C. assets as well as we actually are starting to see some good group business as well. In the first quarter plus we were able to grow our group revenues in the quarter by close to at 4%. We’re very happy with the way that we’re responding within the tough market conditions within D.C. In the first quarter eight out of our ten Trust D.C. hotels gained market share in the first quarter.

Thomas Allen – Morgan Stanley

Good, thanks. And then on Ashford Prime, the Sofitel of Chicago generated negative EBITDA in the first quarter, you mentioned weather in (inaudible) negative impact, can you just help us think about the seasonality and maybe the run rate earnings of that property, thanks.

Douglas Kessler

Sure. We don’t give any guidance as far as earnings in the future, but the property on the books just had lower group the first quarter which was something I was anticipating with us because of the weather as well. That was a surprise to us and everybody about the impact on the Chicago market and so that hurt the performance on the top line and on the bottom line. So we see that as an anomaly, and we’re still bullish on the assets and on the market.

Thomas Allen – Morgan Stanley

I mean, I guess, in the first quarter will a property in Chicago, in general, generate positive EBITDA or is it typically like that a seasonally tough quarter there and so typically properties which generate negative EBITDA, then you’d make it up in the rest of the year.

Monty Bennett

What I can tell you is in the first quarter, the market conditions in Chicago were difficult, and we did have a year-to-year negative EBITDA. But when you look at the performance of our asset, it actually gained market share in the first quarter against this competitive set so that tells you how the rest of the set did.

Thomas Allen – Morgan Stanley

That’s helpful, thank you.


Thank you. Our next question comes from Jordan Sadler from KeyBanc Capital Market. Please go ahead.

Austin Wurschmidt – KeyBanc Capital Markets

Hey guys, it’s Austin Wurschmidt here with Jordan, I appreciate the comments you gave relative to the enhancements on the revenue management side. Since these implementation has been in place, just curious how performance has been relative to internal expectations, and then when do you expect to have all of the new capabilities in place?

Douglas Kessler

Sure. We are happy with the performance thus far. Most of that performance thus far has been on the group aside which as you know takes awhile to put in place so this was based upon increased group booking activities last summer and fall as we started getting this ramped up. A lot of our transients or I should say almost none of our transient initiatives have hit yet. We have just finished fully staffing this electronic commerce and revenue managements department, our big data, and we should start seeing some of those improvements just barely in the second quarter but more so in the third and the fourth and then our big data initiative, where we’re going to be automating many of our processes. That won’t even be completed until the fall sometime, and then we’ll have to ramp up on being able to use that. So I think that hopefully we’re just beginning to see some of the impacts of these new initiatives.

Austin Wurschmidt – KeyBanc Capital Markets

Just, Monty, taking your comments about sort of improving overall economic conditions, and then with the benefits of these enhancements, is it fair to say that we could see some acceleration in RevPAR growth from the current level?

Douglas Kessler

It’s just hard to say. We’re always reluctant to give guidance of the reasons we’ve discussed in the past. It is our goal; it is our desire to increase our market share. We were able to do that in the first quarter by almost 200 BIPs . That’s a big amount, whether that can be sustained or not, it’s hard to say, but that’s a big win for us in this first quarter.

Austin Wurschmidt – KeyBanc Capital Markets

And then just one last one, maybe for Jeremy just in your comments, you mentioned New York, New Jersey was negatively impacted from the tough comps, do you think the new supply within the Metro also was an impact and could be an impact going forward?

Jeremy Welter

Not for our hotels. Our hotels are outside the metro area so they’re less susceptible to the new supply that you’re seeing in New York City.

Monty Bennett

But to follow that up, as the new supply increases, I think there’s a possibility that it could affect us out there and outlying areas. Two groups and these other kinds of groups that typically can’t get into the New York City try to relocate. So we’re keeping careful eye on it.

Austin Wurschmidt – KeyBanc Capital Markets

Great. Thanks for the detail.


Thank you. Our next question come from Brian Maher from Craig-Hallum Capital Group. Please go ahead.

Brian Maher – Craig-Hallum Capital Group

Good morning guys. Quick question on the whole Ashford splitting situation. So we have Ashford Trust, we have Ashford Prime, we have Ashford Inc. I distinctly got the impression on the last call that you might be headed towards an Ashford Select and spinning off your Select Service Hotels. Can you give us any more color on that? If you’re thinking about it, when it might happen, how big of read that could become?

Monty Bennett

Sure. This is Monty. We think that it makes logical sense to do something like that. But we’ve got to do it in a way that makes it accretive to all of our shareholders and that’s what we’re looking at. But also a particular note is that that would cut down the size of Ashford Trust even more and here we cut it down a little bit with the Prime and we’ll cut it down just a tiny bit more with the Ashford Advisers spinning out. So to cut it up again and reduce its size, I am just reluctant to do that because I don’t want that platform, the Trust to get too small for all the reasons I think we know about. So if we do something at least right now, our current thinking is to do something in a way so that it does not reduce the size of Ashford Trust. So we’re still looking at some different possibilities, but fair enough to say, nothing is anywhere close to imminent.

Brian Maher – Craig-Hallum Capital Group



And your next question comes from Matthew Stolzar from Pyrrho Capital Management. Please go ahead.

Matthew Stolzar – Pyrrho Capital Management

Hey guys, thank you for taking my question. Following up on the earlier questions about your share price discount to any of the Ashford Prime and a lot of my questions had been answered but can you just talk about your thoughts around share buyback?

Douglas Kessler

Yes. We’ve done share buybacks in the past. In fact I think we’ve done more share buybacks than any other management team in the industry. So we look at it quite often. And at this point, we just don’t think that that’s appropriate because while there is that big discount, we also know that this is not unusual for a company at this point in its life cycle. And so we don’t want to jump out there and do something rashly. So we’re just being cautious about that. We also like our liquidity position and so we’re not anxious to reduce that liquidity position and so while we see that big gap there at this point in time we’re reluctant to try and close it. I think we did let the market know how ridiculously low we thought that, that price was getting by me jumping out in the marketplace and placing an order myself because there is that gap. But to jump in and do buybacks right now is something that’s just not on the table.

Matthew Stolzar – Pyrrho Capital Management

Okay. And in terms of your assets, have there been any recent property sales at competitors or nearby assets that sort of highlight the value that you think you have in your portfolio?

Monty Bennett

I think that there are numerous data points that either through the brokerage community that you could look at that indicate what the value of gateway upper upscale hotels trade for. We have a great portfolio, a great footprint, great brands, relatively refreshed assets. I think those types of products are in high demand today and the ranges clearly indicate a gap relative to the equivalent cap rate that our current share price equates to.

Matthew Stolzar – Pyrrho Capital Management

Okay. Thank you,


Thank you sir, we do have no further questions at this time. Please continue with any further points you wish to raise.

Monty Bennett

Thank you all for your participation today. We’ll be hosting our Ashford Investor and Analyst Day this year on May 15 at the Palace Hotel in New York City. If there are any analysts or institutional investors that have not registered for this event and have an interest in attending, please contact our investor relations team and we’d be happy to assist you. That is May 15 which is next Thursday in New York City. We look forward to seeing many of you at our investor day and speaking with you again on the next call. Thank you very much.


Thank you. Ladies and gentlemen, this conference will be available for replay after 1 o’clock EST. You may access the teleconference replay system at anytime by dialing 1-800-406-7325 and entering the access code 4678388 followed by the pound key. International participants, dial 1-303-590-3030.

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