Greetings and welcome to Ashford Hospitality Trust First Quarter 2023 Results Conference Call. At this time, all participants are in a listen-only mode. A 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, Manager of Investor Relations. Thank you. You may begin.

Good day, everyone, and welcome to today's conference call to review the results for Ashford Hospitality Trust for the first quarter of 2023 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 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. Statements made during this call do not constitute an offer to sell or solicitation of an offer to buy any securities. Securities will be offered only by means of our registration statement and prospectus, which can be found at www.sec.gov. 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 May 1, 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 first quarter ended March 31, 2023 with the first quarter ended March 31, 2022. I will now turn the call over to Rob Hays. Please, go ahead sir.

Good morning. Welcome to our call. After my introductory comments, Deric will review our first quarter financial results and then Chris will provide an operational update on the portfolio. The main themes for our call today are: first, we are very pleased with the strong RevPAR growth we achieved in the first quarter; and second, our liquidity and cash position continue to be strong. We ended the quarter with approximately $442 million of net working capital. We feel well positioned for our upcoming extension tests and we continue to have access to undrawn capital, if needed, via our strategic financing. And third, the capital raising for our non-traded preferred is ramping up nicely and increased over 400% from the previous quarter. 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. Our preference will be used that capital for future growth, though we may use some of the capital to pay down debt as needed. We continue to build the selling syndicate and currently have 30 signed dealer agreements representing over 4,700 representatives selling the security. We are still very early in the capital raising process. And to-date we have issued approximately $21.5 million of gross proceeds, including $9.1 million in March alone. We expect this fundraising momentum to accelerate as we get further into 2023. Let me now turn to operating performance at our hotels. RevPAR for all hotels in our portfolio increased approximately 30% for the first quarter compared to the prior year quarter. This RevPAR growth was led by occupancy which…

Thanks, Rob. For the first quarter, we reported a net loss attributable to common stockholders of $64.6 million or $1.88 per diluted share. For the quarter, we reported AFFO per diluted share of $0.19 compared to a loss of $0.04 per diluted share in the prior year quarter. Adjusted EBITDAre for the quarter was $75.6 million which reflected a growth rate of 88% over the prior year quarter. At the end of the first quarter, we had $3.8 billion of loans with a blended average interest rate of 7.1% taking into account in the money interest rate caps. Considering the current level of LIBOR and SOFR and the corresponding interest rate caps, 93% of our debt is now effectively fixed as almost all of our interest rate caps are now in the money. These caps are typically structured to expire simultaneously with the maturity date of the underlying loans and many of these caps will expire during 2023 as we have several remaining 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 cost of any new caps we need to purchase. In fact, we utilized some of the value of these forward starting caps to defray the cost of the new cap we purchased for the recent extension of the BAML Highland loan. On the capital markets front during the quarter, we successfully modified and extended our $395 million JPMorgan Chase – 8 Hotel loan. As part of this extension, we made a…

Thank you, Deric. For the quarter, comparable hotel EBITDA for our portfolio increased 61% over the prior year quarter. In addition, our comparable RevPAR growth of 30% for the quarter compared favorably to the average RevPAR growth for the upper upscale and upscale chain scales. We are proud of the work that our asset management team has done to drive operating results and start the year off strong. I would now like to spend some time highlighting a few of the recent success stories across our portfolio, including increased ADR, group demand across our portfolio and our tax assessment savings. Our team was successful this quarter in driving comparable ADR, which increased over 10% compared to the prior year quarter. Every month our revenue optimization team conducts deep dive calls related to each property focused on driving pricing strategy in each segment of top line business, pushing premiums on club and suite-room types discussed in the property forecast and ensuring our properties follow our optimized marketing strategy. Using this approach the team was able to grow comparable total revenue by more than 33% in the quarter over the prior year quarter. In addition to all the strategies our team has implemented to drive comparable ADR, our team has been focused on building back the foundation of group business, which resulted in the portfolio achieving group room revenue in the quarter, which was 37% higher than in the prior year quarter. That now marks the 8th consecutive quarter with positive year-over-year quarterly growth in group room revenue. That momentum continues to build as our pipeline of group leads increased by approximately 21% in the first quarter compared to the prior year quarter. We also saw excellent signs from our group booking volume in the first quarter, where revenue placed on the…

Thank you. [Operator Instructions] Our first question comes from the line of Michael Bellisario with Robert W. Baird. Pleaes proceed with your question.

Thanks. Good morning, everyone. Rob, first I want to go back to your comments on potential jingle mail of certain debt pools and portfolios. Presumably, you're talking about the Keys portfolio. Maybe just big picture, which ones are most concerning to you? I mean we can look at the trailing EBITDA. We can look at the debt yield test debt service coverage ratios. What are the potential range of outcomes there? And what do you think the best solution is for AHT shareholders as you sit here today?

Yeah. Thanks, Michael. To me, it's -- given that that's really the only major extension test that, we at least have some concerns about really for this year that's the most complicated one. And it's – honestly, we're kind of in the middle of negotiations right now with lenders. And so we're hoping to come up with the best solution for our shareholders, because it is complicated because it has -- there are six different pools within the Keys pools. The senior loans are have similar holders across all six pools, but each pool also has different mezz holders. So there's a lot of as you can imagine kind of give and take where we're trying to optimize the right solution. We also obviously don't have an infinite amount of capital to be able to pay down loans and deal with these problems. So it's a complicated answer and it could be everything from some pools you go back and we pay down some to -- there's a holistic solution where we deal with all of them. And there's a way that that can make financial sense for us. But we're kind of in the -- kind of the throes of that right now. So I would just say stay tuned. But we have obviously had a lot of success here over the past year of negotiating on these extension tests. Typically, they require some sort of pay down. Obviously, the last couple of ones that we've done have been kind of $40 million to $50 million type pay downs. This is a significant loan. So I would imagine, it's going to be something similar and that is going to have some capital from our perspective that, we'll be able to put in but we're obviously not going to do anything that doesn't make economic sense for us. And we're fortunate that we've got some what I think are pretty good lenders on the other side of the table that are sophisticated and understand this business well. And so they know that, we've got to do something that's in our best interest. And they're trying to figure out what's in their best interest and it is true that the transaction market out there right now is pretty soft with where the debt markets are. And so in terms of where values are exactly on assets, it's actually kind of hard to say. I mean, you definitely don't want to be in a position where you're being forced to market an asset. But at the same time, it's usually kind of a lack of a transaction market. And so hopefully that's something that as we're negotiating with the lenders that all of those facts are taken into account.

Got it. Understood. And then, maybe sort of along the same lines of your comment about the capital being precious in the 10-K you guys filed from last quarter. You guys made an investment the joint venture investment in Napa. Maybe help us understand, why you made that investment with cash on hand today when having cash is at such a premium? And then, also just more details on the investment what are the hotels, what's your ownership, what are the economics of that deal?

Sure. Yeah. So I think given that we know that at Ashford Trust that like, I said capital is precious and we don't have kind of enough to make significant investments just given some of the other cash parties we have over the kind of short-term. But we are looking to continue to grow the platform and in some sense invest into great long-term assets that we'd love to own over the long-term and there was an opportunity to invest in a hotel called, The Meritage, that's in Napa that was doing a recap of their hotel. And there's an opportunity for us to put a small investment in but, that would give us certain rights on exits. So it's just a way for us to invest in a very high-quality asset that we like. We obviously know that market very well given our experience on the Braemar side with hotel Yountville and Bardessono. So we like that market long-term. It was a small investment for us to be able to both get attractive returns on it but then also potentially have access to an attractive deal sometime down the road. So we've got certain rights in there to be able to have kind of a first look at the asset if that's ever going to be sold. So it was a small thing but again, a way for us to kind of get involved in an asset. I think to the extent at least here in the short-term that you see us making an investment it will be something similar where we're making small investments into really high-quality assets that give us a lot of optionality overtime.

Got it. Understood. And then, just last question for me a follow-up really just -- you commented on asset sales or potential asset sales that I hear it correctly that you might bring assets to market for sale, or do you have assets on the market listed with brokers for sale currently?

We have both. We have assets that are currently for sale in the market both portfolios and individual assets. We also have both portfolio and individual assets that may be brought out to market here in the next month or two. But it is tough going out there. I think -- right now what we're seeing is that, if you've got kind of a one-off smaller asset that maybe doesn't require somebody to take down financing that's something that you can get done kind of regionally. And so we've got a couple of assets like that that were ones in the market right now and others that we may be putting on the market here shortly. We've had a couple of portfolios in the market that are still in process right now. So it's a little bit of everything. I mean it's a pretty fluid situation out there given just with the financing world. And we're not really in a position where we're willing on some of these assets to provide significant seller financing which seems to be for those deals that are getting done, so our financing seems to be one of the more important things. And we're just that's obviously a little bit less attractive to us than normal. So, it's -- I'd just say we're it's a little bit of everything Mike right now.

Helpful. Thanks for clarifying. That’s all for me.

Our next question comes from the line of Chris Woronka with Deutsche Bank. Please proceed with your question.

Hey, good morning guys. A follow-up question to Michael's question. If you did -- in the event you did give back any hotels to the lender, are there any tax or potential tax or dividend considerations with any of those?

Hey Chris, it's Deric. There's no issues that we're aware of at the moment on anything that we're looking at. I mean I don't know if something could come up down the road or something. But at the moment there's no issues that would preclude us from doing any of that.

Okay. Thanks. Just meaning a sale would not -- or I shouldn't say a sale, the giveback would not trigger any kind of rights since you're not getting proceeds, shouldn't be any trigger on taxable or dividend requirement. That's what I was kind of getting at.

Yes, I don't think there would be anything on the dividend requirement side just given -- if there was any gain we've got a lot of NOLs that we could use to offset any of those gains. So, I wouldn't anticipate that would be a problem for us.

And we -- at least during the downturn when we unfortunately had to hand back some assets, those didn't trigger anything historically. So, I don't know why it would be any different than this but--

Okay. Thanks guys. And then this might be a question for Chris. So, flow through I think in Q1 was about 42%, right? And that it was with RevPAR growth more than half occupancy driven that I think pretty solid. Is there anything -- I know you talked a little bit about tax. I don't know how much property tax appeals. I don't know how much that impacted Q1. Could you maybe talk a little bit about anything that drove that or how sustainable that is if occupancy is driving RevPAR growth going forward?

Yes. Thanks Chris. So, we were really happy with margin performance. EBITDA margins were up about 480 bps to prior year. As you said it's obviously helped by our revenue growth. I think when we drill into it it's even more impressive when you look at kind of our two revenue streams; rooms and F&B. F&B revenues increased 60% year-on-year while rooms are only up 30%. And historically F&B revenues come in at a much lower margin. And so we were able to drive margin improvement with kind of a larger percentage of our revenue tied to F&B. And what we're seeing within F&B is that catering revenues were up significantly. And so that helps. That's the highest margin F&B business. We had catering revenues that were double prior year. We're also still running very efficient operations. So, our staffing levels are still running at a lower rate than the kind of the occupancy recovery to pre-COVID. We are seeing -- we're focused heavily on energy and utility costs. Those continue to increase significantly. We've rolled out a number of energy audits and ROI projects that we've got planned to kind of offset that. We're seeing, within our labor, which is a big component of expenses and margins improvements. Our contract labor utilization is down to last quarter, our overtime wage rates are down to last quarter. And so I think that that's indicative of where we need to. In most markets, we're having an easier time hiring folks. There are still some markets that are very challenged, where we are relying on contract labor especially, in housekeeping and in some of the culinary departments. But on the whole, that reduction in higher cost contract labor is encouraging. And I think, we'll see that as we go forward. I think Q2, is probably going to be our toughest quarter from a margin standpoint, just because you had so much revenue pull forward last year, from kind of the Omicron buildup. But we're very optimistic about our continued margins through the back half of the year, and for the full year as a whole. So, I hope that added the color you were looking for.

Yes. Yes, very helpful. Thanks, guys.

Our next question comes from the line of Tyler Batory with Oppenheimer. Please proceed with your question.

Good morning. This is Jonathan [ph] on for Tyler. Thanks for taking our questions, First one from me. Can you provide some color on more recent demand trends? Any pockets of weakness or slowing that are worth calling out, whether that's in DC or leisure or wherever you may be seeing anything like that given some of the volatility that we've seen over the past few months?

Yes. Thanks, Jonathan. This is, Chris. I'll be happy to take that. So for this portfolio, I mean we're continuing to see strong signs of recovery. I mean, we've got sequential growth quarter after quarter. And in Q1, we were 99% recovered to kind of pre-COVID levels. We're seeing very strong signs out of group. I cited that Q1 group was up 37% year-on-year, within that segment it continues to be short term within 60 days. I think that's afforded us a lot of pricing power, so we could take advantage of the groups that we are looking to take and kind of build around the business we've got. We're seeing really strong growth in group from our full-service hotels. It's associated with that additional catering revenue, that I cited. And we're really seeing that within the Group segment, smart business is kind of stabilizing well. It's more corporate groups, and that's a great sign for us. We're seeing continued signs of recovery within a lot of our urban markets. DC was very strong. Boston was very strong. Atlanta was very strong. We're seeing encouraging signs out of citywide and convention business, within those markets. Business transient continues to improve quarter-over-quarter. One of the things, I was most happy to see within that segment, was the ADR growth. ADR for our BT business was up 15%, to last year. And I think that's indicative of the negotiations that our brands and management companies took with the corporate accounts, to really move them to dynamic pricing and hold the line. The negotiations went later into the year last year, and we're finally starting to kind of see the benefits of that. So -- there's no real signs of softening that we're seeing. Urban is growing. Leisure is growing. I mean resorts, are growing at a slower clip, but still growing within this portfolio. And so, it's all signs of continued success.

I appreciate all the color there. And then in a similar vein, I'm curious -- maybe for Rob or Deric, your perspective on the financing markets right now, given the regional bank issues in March? Has that caused any noticeable changes, in the conversations you've been having with lenders?

I wouldn't say, I've noticed a significant change just over the last six to eight weeks or so, given some of the issues, we've been seeing in the bank markets. But it's been a challenging debt financing markets for hotels for months now definitely not getting any better. Spreads continue to be, what I would say, historically, wide in terms of what we've seen historically. So I'm hopeful -- hopefully, we're getting to the end here of the Fed raising rates, which will provide some visibility to the market in terms of where the index is going to go, which hopefully would then result in spreads coming down. Kind of a weird dynamic to have spreads this wide when really from a credit perspective the credit is getting better, because our EBITDA is growing and the obviously the industry and our hotels are performing very well. So a bit of a disconnect between the capital markets and the underlying fundamentals. And so yes, from our perspective, we think at some point that will turn around. But it continues to be a very challenging market to access from a debt standpoint. Thankfully, we don't have a lot of final maturities, where we need to be in the market. And the few where we are in the market we've actually -- like I mentioned in my comments, we're working with a lender on two final maturities that we've got this year at an outcome that we're pretty happy with and I think it's pretty attractive for us. But as we sit here today, our goal is to try to keep the debt that we have in place as long as we can through some pay downs some extension options and just try to try to keep that in place.

Okay. Very helpful. Thank you for all the color.

[Operator Instructions] Our next question comes from the line of Bryan Maher with B. Riley. Please proceed with your question. With B. Riley, I’m sorry.

No problem. Good morning. Just a couple of quick ones for me. Maybe for Rob and Deric, you might want to weigh in. How are you balancing your level of CapEx spend? I think you said $110 million to $130 million for this year versus saving at least some portion of that for debt reduction payments that you're going to have to put up, maybe not even this year, but a lot of expirations next year and the following year. And then as a second part of that question, are any of the extensions you're getting conditioned upon you spending capital on those properties that are getting the extensions?

Yes, let me add -- this is Rob. Let me take a crack at that, Bryan. So to your second question, the answer is, no. We've not had really any kind of extension tests that have some sort of material amount of capital needed to be invested into the properties. The reality is that as we're looking at this and to kind of answer your first question is a lot of the capital that we have are -- is a mix. Most of it is PIPs. So as we've been -- like most people in the industry having not spent a whole lot of CapEx during the downturn or during the COVID those PIPs are now starting to hit over the next two, three, four years. So a lot of what we are doing I'd put it into two buckets. You've got kind of acquired PIP CapEx. And so for example some of the ones that Chris mentioned in his comments in terms of that kind of wave of Embassy Suites and whatnot a lot of those are kind of PIPs that we need to do. At the same time, then you've got the other bucket which is really more ROI and repositioning. We've got a couple I think pretty cool projects that we're working on repositioning assets that we'll be talking about kind of more directly in the next quarter or two because we really do think we've got some really awesome value add some great real estate that really can have some great returns on. But a lot of the CapEx that we have is just required via PIPs with our various brand partners. So in terms of value engineering it I mean we do that very, very aggressively in terms of how we're negotiating those PIPs that is an advantage that we have because of our size and scale to be able to work with Hyatt and Hilton and Marriott, and kind of our brand partners in terms of getting those PIPs. Whether it's for franchise extension or management contract extensions to getting those things down and as effective and efficient as we can be because as you can imagine we love our brand partners, but they would love us to code everything in gold if we could and as we don't. So we've got a pretty good sense on how to optimize and value engineer those things. And so we fight on those things pretty hard of what's value-add and what's not. So I think it's -- we've got those things down about as low as we can get them.

Yes. I'll add to what Rob said. I mean we've got monthly calls with our big brand partners where we discuss, kind of, capital deployment and the upcoming PIPs. And for the most part they've been incredible partners and a very understanding and willing to work with us. I'd also say that the planned spend in 2023 as a percentage of revenue is lower than our historic run rate and lower than a lot of our peers in the space.

Okay. And then maybe for Deric. On the CAP, I know you prepurchased some last year that you're using this year. But do you have a rough estimate of what you think the balance of 2023 CAP cost might be?

It's impossible to know Bryan. Like I said we used some of the value in the prepurchase caps to offset the value really dollar for dollar for the cap that we acquired for the extension of the Highland Pool loan here in early April. So ideally, I think we would do that on any caps that we need to buy from here. and that would mostly be on the KEYS pools. We do have another loan what we call the Morgan Stanley 17 hotel loan that's later this year. But it's just – it's impossible to know what the caps are going to cost, really until the day we need to buy them because the pricing can be very volatile based on the market's perception of where interest rates are going in the term that we need to buy. And then the strike of where we're needing to buy it which in some cases is based on the underlying performance of the hotels. So there's just a lot of kind of moving pieces there that go into that pricing.

Okay. And then just last for me on the non-traded preferred shares, is the goal to kind of raise as much capital there as soon as possible as soon as the market would bear, or are your plans more to try and match up those capital raises with needs for debt extension money?

Good question, Bryan. I wish it were as simple as we could time it as we'd like. It just doesn't work that way in terms of the process of how that capital is raised just because it does tend to grow and accelerate over time, as you get additional signed selling agreements with different broker-dealers and registered investment advisers and their firms, you just start adding on more people selling the security. And so it just tends to go up and accelerate over time until you tend to end it. I mean if you look at the trajectory of Braemar's raise, of which right now Ashford Trust preferred rate is actually pacing faster than Braemar's did. It tends to accelerate as you go into it. But I think in terms of where Ashford Trust is, is that we've got plenty of uses of capital. And we still have absolute debt pay downs. We do see some opportunities. We obviously have the strategic financing that we'd like to pay-off at some point in time. So that's – in terms of this first kind of round of this first offering which is up to $500 million, we've got plenty of opportunities to place that capital whether it comes in tomorrow or if it comes in two years from now.

Okay, thank you. That’s all for me.

Thanks, Bryan.

There are no further questions in the queue. I'd like to hand the call back to management for closing remarks.

Thank you for joining us on our first quarter call. We look forward to speaking with you all in the next one.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.