Greetings and welcome to the Ashford Hospitality Trust Fourth Quarter 2022 Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host Jordan Jennings, Investor Relations. Thank you, Jordan. You may begin.

Good day everyone and welcome to today's conference call to review the results for Ashford Hospitality Trust for the fourth quarter and full year 2022 and to update you on recent developments. On the call today will be Rob Hays, President and Chief Executive Officer; Deric Eubanks, Chief Financial Officer; and Chris Nixon, Executive Vice President and Head 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 a press release. 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 provisions of the federal securities regulations. 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 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 21st, 2023, and may also be accessed through the company's website at www.ahtreit.com. Each listener is encouraged to review those reconciliations provided in the earnings release together with all other information provided in the release. Also, unless otherwise stated, all reported results discussed in this call compare the fourth quarter and full year ended December 31st, 2022 with the fourth quarter and full year ended December 31st, 2021. I will now turn the call over to Rob Hays. Please go ahead, sir.

Good morning, and welcome to our call. After my introductory comments, Deric will review our fourth quarter and full year financial results and Chris will provide an operational update on our portfolio. The main themes for our call today are; first, we saw ongoing RevPAR improvement in the fourth quarter versus 2019 and expect continued strength through the first quarter of 2023. Second, our liquidity and cash position continue to be strong. We ended the quarter with approximately $519 million of net working capital, which equates to approximately $14 per diluted share. With yesterday's closing stock price of $5.69, we believe we are trading at a meaningful discount to both our net asset value per share and our net working capital per share. Additionally, to the extent there is a hiccup in the economy, we have the flexibility to access undrawn capital if needed via our strategic financing. The last main theme for our call is that we have commenced the offering of our non-traded preferred equity security. Importantly, we believe this offering will provide an attractive cost of capital and allow us to accretively grow our portfolio over time, subject to future market conditions. We believe access to this growth capital is a significant competitive advantage, particularly given the fact that lodging REITs are currently trading at material discounts to their net asset values. To the extent we are successful with our non-traded preferred capital raise, our preference would be to use that capital for future growth, though we may also use some of the capital to pay down debt as needed. We continue to build the syndicate for this product and currently have 22 signed dealer agreements representing 4,349 representatives selling this product. We are still very early in the capital raising process and to-date, we have issued…

Thanks Rob. For the fourth quarter, we reported a net loss attributable to common stockholders of $60.2 million, or $1.75 per diluted share. For the full year, we reported a net loss attributable to common stockholders of $153.2 million or $4.46 per diluted share. For the quarter, we reported AFFO per diluted share of $0.16, compared to a loss of $0.09 per diluted share in the prior year quarter, and for the full year, we reported AFFO per diluted share of $1.85 compared to a loss of $1.23 per diluted share in the prior year. Adjusted EBITDAre for the quarter was $69.1 million, which reflected a growth rate of 70% over the prior year quarter. Adjusted EBITDAre for the full year was $287.3 million, which reflected a growth rate of 153% over the prior year. At the end of the fourth quarter, we had $3.8 billion of loans with a blended average interest rate of 7.2%, taking into account in-the-money interest rate caps. Considering the current levels of LIBOR and SOFR and the corresponding interest rate caps, 100% of our debt is now effectively fixed as all of our interest rate caps are now in-the-money. These caps are typically structured to expire simultaneously with the maturity dates of the underlying loans and many of these caps will expire during 2023 as we have several loans with initial maturity dates in 2023. Most of these loans have extension options that include the requirement to purchase additional interest rate caps at the time of the extension. In anticipation of these extensions, last year, we purchased forward starting interest rate caps as a hedge against these future purchases. If interest rates remain elevated, the value of these pre-purchased caps should help defray the costs of any new caps we need to purchase. On…

Thank you, Deric. I am proud of the work that our asset management team accomplished during the fourth quarter to drive operating results and close out a remarkable year for performance at our hotels. Comparable RevPAR for our portfolio increased by 25% in the fourth quarter compared to the prior year quarter. For the quarter, our portfolio recovered 99% of its RevPAR relative to the fourth quarter of 2019. Our team has strategically positioned and enhanced our assets to effectively capitalize on the market's recovery. We continue to be encouraged by the acceleration we are seeing in our urban assets. During the fourth quarter, 38% of our urban assets exceeded their 2019 RevPAR. For comparison, only 10% of our urban assets exceeded 2019 RevPAR levels during the first quarter of 2022. The improvement in our urban hotels continued through the quarter with December seeing 48% of our urban hotels achieve a RevPAR above 2019. Our team has been laser focused on identifying additional opportunities to maximize value. Our other department revenue, which includes valet, spa services, corner pantries, and more, increased19% on a per occupied room basis to 2019. Within our urban hotels, other departmental revenues per occupied room in the fourth quarter increased 24% relative to 2019. An example of this success was demonstrated at The W Atlanta, where we utilized services such as parking, spa, and in-room entertainment to propel fourth quarter other revenues 34% above comparable 2019 levels. During the fourth quarter, our portfolio exceeded group room revenue relative to the same time period in 2019 by 2%, and we continue to see acceleration from this segment. Group revenue booked in the fourth quarter for the quarter exceeded comparable 2019 by 24%. Our long-term group momentum shows encouraging signs, with group forward bookings during the fourth quarter…

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question is from Tyler Batory with Oppenheimer. Please proceed with your question.

Good morning. Thank you. There's been a lot of discussion so far this earnings season about your margins, cost structure. So, just kind of a general question on that topic. What are you seeing in terms of wages, incremental costs, and I know as we look 2023 versus 2022 is certainly pretty favorable calm earlier in the year, but on the margin performance you put up kind of Q3, Q4 compared with 2019, I mean do you think that's sustainable next year?

Yes, thanks for the question. So, we're experiencing the similar challenges to what others are feeling. Hourly wages are continuing to increase. The labor market while improving is still not quite where we need it to be. There's inflationary pressures that are driving cost increases. We're seeing increases in utilities. I think when we look at that, the thing we're encouraged most about this portfolio is it still has quite a bit of runway ahead of it in terms of its recovery. And we're seeing strong sequential improvement each quarter and revenue gains and ADR gains and occupancy gains. And so, when we look at our margin performance for Q4, we had EBITDA margin that was over 400 bps higher than Q4 of 2021. And I think we expect margin growth to continue as we get further along in the recovery and realize some real RevPAR and real ADR growth relative to 2018. The biggest thing that we can control really is our staffing models. And we've done a great job partnering with our hotels to kind of revamp and zero base our staffing models. From a labor standpoint, right now, we're at about 45% of pre-COVID staffing levels. And that does include some contract labor that we're optimistic we'll transition back to in-house labor throughout this year. And so there should be some savings associated with that. But from a wage standpoint, we're seeing increase is still. We saw mid to high single-digit increases in Q4. We're seeing signs that is cooling and we expect that to continue to cool as we kind of get through the year.

And one other data point I'd say, Tyler, is we historically speaking, typically talked about EBITDA flows and always try to target kind of 50% EBITDA flows across our asset management team and our property managers that we work with. For the fourth quarter, I think our EBITDA flows were around just over 40% -- 41%, 42%, which is -- I thought, a pretty strong result given the headwinds that they're facing. And so, I think that's probably more consistent with what we're going to continue to try to achieve is can we keep it in that 40% or higher range, but we'll see. It definitely is tough going out there right now.

Okay, great. And then in terms of the extension test this year, how are you feeling about those -- anything you can say about perhaps your early conversations you're having? I'm kind of interested any high-level thoughts on the refinancing environment broadly, too?

Yes, absolutely. We've got two significant ones really left this year. We have our Highland portfolio that is in April and our KEYS Pools, which are in June. And so, we've been having discussions with both those groups. And we feel like we're in good shape that we still have some work to do, particularly on the KEYS Pools. Just because it's bigger, it's little more complicated, it's got different tranches. There's different people, most players in each tranche. So, it's a little more of a complicated situation. But we do feel good about making progress. Fortunately, for both of those loans, they will be on the back side of the first quarter. So, we'll obviously lap the weak first quarter of 2022 as most of these extension tests are TTM tests. So, getting rid of the first quarter last year is very, very helpful in sizing up any potential paydowns on those tests. And as we continue to see numbers improve, I think the -- it's likely the -- I think the Highland paydowns are probably fairly small, hopefully less substantial than what we saw with our JPMorgan 8-Pool. The KEYS Pool gets a little bit more complicated and we're still kind of just now beginning substantive discussions with the servicers on that one.

And Tyler, this is Deric. In terms of the refinancing market, it continues to be a difficult time to get hotel financing. Thankfully, we don't have a lot of final maturities this year, so we don't need to be in the market seeking much debt financing. And the financing that we have in place is pretty attractive from a spread perspective. So, we'd like to keep the debt that we have in place as long as we can by exercising these extension options. Hopefully, as we progress through the year and the market gets some visibility on what the Fed is going to do with interest rates, we'll start to see spreads come down to where it can be a little bit more attractive to get debt financing. And because obviously, we've got a lot of maturities that we will have to address in the outer years and we want to get in front of those. And so as soon as we can access attractive debt capital to push out maturities, we will be doing that.

Okay, great. That’s all from me. Thank you.

Thank you. Our next question is from Chris Woronka with Deutsche Bank. Please proceed with your question.

Hey, good morning guys. Just to kind of revisit the 2023 maturities you're talking about. Rob, I know you mentioned handing KEYS back is always an option. What -- when you think about that, is it always purely a financial decision? Or is there more of a strategic decision in terms of not just what hotel can generate in EBITDA, but your assessment of, I guess, current market value or NAV?

Well, I mean, there's, I guess, a subjective aspect as you're trying to distill things down into a quantitative decision. I mean you're trying to figure out where are those pockets of value that maybe something can become something else. But at the end of the day, it's still going to come down to financial decisions. I mean we -- we've been through situations in our past, whether it's through the financial crisis or the early stages of COVID, where we work with lenders, try to come up with solutions in order to try to keep assets alive and going. Sometimes you just can't come to those agreements and you end up giving back assets. And those are just financial decisions. And we -- I think we gave back 15 assets during the early stages of pandemic and I don't think we regret any one of those from economic standpoint as we sit here today. So, I think that's what we look at. We get -- we'll typically get BOVs from some of the big national valuation firms or brokers to see where the market is. We kind of look through the strategic plan of where do we think this asset is, what's the CapEx required in it, right? Because we have some assets that you're right, they're willing to keep only because you see some longer term upside after an effective CapEx program or something. And you have others that maybe you have a big CapEx numbers coming up and it just doesn't make any sense in terms of keeping the asset. So, you kind of wade through all of that. And I think what we try to do is do a rebuy analysis, where we just pretend like we were going to -- this capital that we're putting in is what it would cost to take down the asset and would we do that today given what we see and how we underwrite it. So, we keep it fairly straightforward and to know where we think value is. And then all you can do is going with good faith with the lenders and lay out here is the situation where we are. And do they have ideas and do we have some ideas on ways to that makes sense for everybody. And you hope that those work because you're working in good faith, but sometimes the math is what it is, and the situation is what it is, and you have to give it back. So, we're hopeful that, that doesn't have to happen. But we definitely -- it's possible. So, we just try to make the best decisions we can for our shareholders.

Okay, that's helpful. Thanks Rob. And then on the KEYS portfolio on the different pools, given that the dates are all the same, is there any thought or any possibility to essentially restructuring the composition of those pools at all?

I mean I guess there always is. I mean, we'll be talking with the servicers and with that loan. Given the way it was securitized, is that effectively the senior pieces are kind of all securitized together so the controlling holder of one is the controlling older of each. So, it's a little bit more of a complicated structure, even though each pool in its own right is still treated as a separate pool. So, there's just some, I guess, complexity around that where something like that, I think, is technically possible but I would find breaking up maturity dates and change in maturity date is probably less likely as an outcome. I think it's more of -- we'll look at each of those six pools, what to see where we see value, look where the CapEx is over the next few years. We have the ability in the documents to pay down the loans in order obviously to hit these extension tests. So, we'll -- we've got views around what we think those are given different variations of forecasts and we'll talk to the lenders about those and see if we can't come to a situation that works for everybody.

Okay. Thanks Rob. Just a quick follow-up for Deric. I probably -- Deric, I think you mentioned that the cash trap was released on the Pool D. And it looks like the net income yield on that is the highest, but the EBITDA yield is actually higher in the e-pools. Is the net income yield the determining factor over EBITDA?

Correct. For the cash trap, it's typically an NOI, which -- the EBITDA that we show in our earnings release is before deducting an FF&E reserve. And so, the NOI debt yield is calculated after deducting an FF&E reserve, and that's what's determinative when calculating the cash traps.

Okay, great. Thanks guys.

[Operator Instructions] Our next question is from Bryan Maher with B. Riley Securities. Please proceed with your question.

Good morning. A couple of questions. First, maybe, Deric, can you give us an update on the Oaktree Financing? The thoughts with respect to repaying that? And if you were to repay what's currently outstanding there, could you recap that or could you only recap or cap the -- that's available now?

Yes. So, we've currently got about $196 million outstanding on it that's been paid down some from an asset -- proceeds from an asset sale. It really -- that portion of it became freely pre-payable in January of this year. There was a prepayment penalty prior to that, so it's now open for prepayment. If we were to pay that down, we would still have access to the additional $250 million that's available, it's obviously expensive capital, and we'd rather not draw that if we don't need it, but it's there if we ultimately do need it. And look, in terms of plans for paying that down, I think we'll just have to see how the year progresses. We're sitting on a lot of cash. It's one of the reasons why we raised capital in 2021 in anticipation of wanting to pay off this debt. But then also, we knew we would be facing these extension tests and there was some uncertainty and there still is some uncertainty in terms of the cash that will be needed to meet those extension tests. So, I think once we get past this round of extension tests, we'll probably have some more clarity. We also would like to see how this capital raise ramps up from our non-traded preferred, which we're still very early days on. And so, I don't know if Rob wants to add anything to that.

I would just say, in my mind, it's really just dependent upon three different things. What happens on the trajectory of this recovery? Do we have a recession that hits us in a significant way? Right now, we're not seeing that, but that's always a little bit of a risk. And then just the trajectory of the recovery of the debt markets. To the extent that the debt markets can heal up a little bit, then it's -- we've also either have the ability to potentially refinance them out at a lower spread or had some alternatives around maybe another structure that's materially cheaper. And three, just kind of the pacing as Deric mentioned of this non-traded preferred. If this capital continues to accelerate as we're hopeful it might be able to, then there could be also some proceeds that give us some cushion to be able to deploy cash to pay it off. So, there's just a few of these moving pieces that we'll see over the next months to come that will kind of determine I think, how quickly paid off. We'd like to. And we've got the cash to do it right now, but we just think it's prudent to pull a lot of that cash until we have some more clarity on these items.

Okay. And then as we think about your positioning with assets and potentially assets for sale and assets that you might hand back to lenders. Why wouldn't you be in the marketplace now with assets that you're kind of on the fence, you might end up handing back and just see if you can achieve a price above the loan value? I'm just curious as to why you wouldn't be in the market with more assets right now in that regard?

We are, Bryan. You're exactly right. I mean there's the -- we've got a significant -- significant maybe too strong a word. We've got a handful of assets that we've identified internally as for sale -- or potential for sale assets that are maybe not long-term core assets and are working with a variety of the brokers to figure out what's the best timing. Some of those are in the market right now. And some were maybe at some size and scale where we think it's hard to maybe achieve an effective sales price. But on some of these where we think it's questionable whether it's value or not, then yes, they're out in the market right now. So, we've got a lot of different irons in the fire with that. So, I think our thinking is aligned with you.

Okay. And then just last for me and maybe for Deric. Is there any way to quantify what caps or hedges might cost as for this year? I know that you guys did some stuff last year that kind of spills over benefit you this year. But is it $10 million? Is it $20 million? Is it $100 million? Can you quantify what we should be thinking about there?

Yes, it's really difficult to quantify because there's a lot of factors that go into that pricing. A, it's a strike price or whatever the cap -- the strike of the cap needs to be, it's what's the market's forward expectation for where rates are going and then it's the duration of how long that cap needs to be in place for. So, it is very difficult to ballpark for you. And like I said, we try to get ahead of it by pre-purchasing of a good chunk of those last year. And my hope is that -- well, look, I guess the real help is that those expire worthless, so we didn't need them and the rates have come down, but if rates stay high, then we would hope that those pre-purchased caps offset the value of any new cap that we would divide. So, from our perspective, we wouldn't really be having to come out of pocket much. So, that's really all I can say in terms of giving any sort of guidance in terms of what those costs will be going forward.

Yes, thank you.

Thank you. There are no further questions at this time. I'd like to turn the floor back over to management for any closing comments.

Thank you for joining us for the fourth quarter call and we look forward to speaking to you on our next call.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.