Stacy Feit - IR Monty Bennett - Chairman and CEO Douglas Kessler - President Deric Eubanks - CFO Jeremy Welter - EVP of Asset Management.

Kris Trafton - Credit Suisse Ryan Meliker - Canaccord Genuity Bryan Maher - FBR &Company Chris Woronka - Deutsche Bank.

Good day everyone and welcome to the Ashford Hospitality Trust and Ashford Hospitality Prime Fourth Quarter and Full Year 2015 Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Ms. Stacy Feit. Please go ahead ma'am..

Thanks. Good day, everyone. And welcome to today's conference call to review results for both Ashford Hospitality Trust and Ashford Hospitality Prime for the fourth quarter of 2015 and to update you on recent developments.

On the call today will be Monty Bennett, Chairman and Chief Executive Officer; Douglas Kessler, President; Deric Eubanks, 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 certain statements and assumptions in this conference call contain 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 as of the date of this call, and the companies are 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 February 25, 2016 and may also be accessed through both companies' websites at www.ahtreit.com and www.ahpreit.com.

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..

Good morning, everyone, and thank you for joining us. We had a solid finish to the year to both the Trust and Prime Platforms during the fourth quarter. Trust posted robust RevPAR growth of 6.8% which outperformed the broader industry and supported another quarter of strong EBITDA and AFFO performance.

Trust RevPAR improvement is one of the highest of any of its competitors that have reported this far and has beaten the industry for five of the past six quarters. Prime's RevPAR was up 4.4% reflecting a strong contribution from our recently acquired Bardessono property and Napa Valley during our first full quarter of ownership.

For the full year 2015, Trust RevPAR was up 6.5%, and Prime's RevPAR increased 7.3%. Both of these results exceeded industry averages. We entered 2016 with a backdrop of continued favorable industry fundamentals as demand growth continued to outpace supply growth, and PKF forecast that will continue at least through 2017.

With those dynamics in place, PKF is also projecting an additional occupancy rate of 66% for both 2016 and 2017 which should support continued pricing power and rate growth for the industry as evidenced by their estimates of 6.1% RevPAR growth in 2016, and 5.8% growth in 2017.

Given these trends, we believe we are well positioned to drive strong operating performance in 2016 at both Trust and Prime.

We continue to manage each platform to maximize long term value for our shareholders and believe our long term track record, coupled with industry-leading insider ownership among publicly traded hotel rates, makes us the most highly aligned management team with our shareholders in the hotel REIT space.

Speaking and acting like shareholder has always distinguished Ashford from others in our industry. We consider it to be an important component of our value proposition, one of our main competitive advantages, and a key reason for our consistent superior long term performance.

Since our IPO, Ashford Trust has achieved a 105% total shareholder return compared to a 76% return for our peers. We are particularly shareholder focused as we are also substantial shareholders in both Trust, with 16% insider ownership, and Prime, with 14% insider ownership. To put that in context, the peer average insider ownership is around 2%.

Having so much of our personal capital invested in these platforms has created a high level of alignment between our management team and our shareholders. Additionally, the structure of the Ashford REIT’s unique advisory agreements creates significant incentives to outperform.

With the base fee taken into account stock price has an incentive fee that is predicated on total shareholder return for outperformance versus its peer group, we are solely focused on maximizing long term shareholder value, and producing outside returns for all of our investors. Both of our platforms have targeted a distinct strategies.

Trust focuses on upper upscale full service hotels while utilizing moderate leverage to maximize returns. While Prime focuses on high quality luxury hotels and resort and gateway markets with a more conservative leverage level. We believe that both companies are well positioned for future growth.

While we remained confident with a strategic direction of both of platforms in August, we announce the plan to explore full range of strategic alternatives for Prime including the possible sale of the company.

Our independent directors are actively engaged in that process with Deutsche Bank as a financial advisor and they are committed to thoroughly reviewing all alternatives and an effort to choose the path that will continue to generate maximum long term value for our shareholders.

This review process is still underway and the independent directors are actively engaged in the process with the sole focus of ensuring that it’s done properly and results in the best possible outcome for our shareholders. We will keep the investment community apprised as soon as there is an update to communicate.

Turning to Trust, in January, we announced a refined sales process for Trust's select service portfolio as change in marketing conditions, had reduced large portfolio bids to levels which we believe did not capture the full value for the hotels for shareholders. Therefore we are no longer marketing the 24 hotel portfolio as a single portfolio.

But we will still pursue the sale of these assets in smaller groups and individually. We will also look to opportunistically sell the other 38 non-core select service hotels we own over time. We believe exercising patience and pursuing an opportunistic sales approach is the best course of action to maximize long term value for our shareholders.

In addition to the best thing in select service assets, as part of its refine strategy, Trust will not be pursuing additional spinoffs, and will continue to target a leverage level of 55% to 60% net debt to gross assets, and a cash and cash equivalence balance equal to 25% to 35% of its total equity market capitalization for financial flexibility.

We believe this excess cash balance provides a hedging and downturn in the economy, and also provides for dry powder necessary to capitalize on attractive investment opportunities and our stock buybacks which can drive significant value creation for our shareholders.

In closing, we are pleased with both the fourth quarter and full 2015 performance of Trust and Prime. We are optimistic about 2016, and we believe the initiatives we are pursuing should help reduce the valuation discount relative to private market values for both platforms.

We thank you all for you continued support and look forward to updating you on our progress and future calls. I’ll now turn the call over to Deric to review our fourth quarter financial performance..

Thanks Monty. For the fourth quarter of 2015, Trust reported AFFO per diluted share of $0.26 compared with $0.17 a year ago. This reflects a 53% growth rate over the prior year. Prime reported AFFO per diluted share of $0.22 compared with $0.21 a year ago. This represents 5% growth over the prior year.

For the fourth quarter, we reported adjusted EBITDA of $93.7 million for Trust and $19.1 million for Prime. These results reflected a 31% growth rate over the prior year for Trust a 9% growth rate for Prime. At quarter end, Trust had total assets of $5 billion in continuing operations.

It had $3.9 billion of non-recourse mortgage debt in continuing operations with a blended average interest rate of 5.1%. The debt is currently 28% fix rate and 72% floating rate, all of which have interest rate caps in place.

Including the market value of Trust, equity investment and Ashford Inc., Trust entered the quarter with networking capital of $373 million, which equates to over $3 per share of value. Prime at quarter end had total assets of $1.4 billion in continuing operations.

It has $840 million of non-recourse mortgage debt and continuing operations, of which $49 million related to its joint venture partner share of the debt on the capital Hilton and Hilton La Jolla Torrey Pines.

Prime's total combined debt had a blended average interest rate of 4.7% and is currently 49% fixed rate and 51% floating rate, all of which have interest rate caps in place. Prime’s next debt maturity is in April 2017. And the company entered the quarter with networking capital of $169 million.

On the financing front in January, we announced that we completed the refinancing of three mortgage loans at Trust with existing balances of approximately $268 million. The previous loans that were refinanced included the $91 million UBS 2 loan, the $103 million Merrill 2 loan and the $74 million Merrill 7 loan.

The new loan totals $375 million and resulted in excess proceeds of approximately $81 million after closing cost and reserves. The new loan is interest only and provides for a floating interest rate of LIBOR + 4.87%, and has a six-year term including extensions. This refinance address all of Trust 2016 debt maturities.

And the next hard debt maturity for Trust is in April of 2017. As of December 31, 2015, the Trust’s portfolio consisted of 132 hotels with 27,950 net rooms and the Prime portfolio consisted of 12 hotels with 3,717 net rooms.

Trust share count currently stands at $114.8 million fully diluted shares outstanding, which is comprised of $95.4 million shares of common stock and $19.3 million OP units.

Trust had $20.4 million OP units, but as a result of the current conversion factor being less than one for one, these units are convertible into approximately $19.3 million shares of common stock.

Prime share count currently stands at approximately $32.8 million fully diluted shares outstanding, which is comprised of approximately $28.5 million shares of common stock and $4.4 million OP units.

In Prime’s financial results, we included approximately $3.4 million shares in our fully diluted share count associated with our series B convertible preferred stock. With regard to dividends, the Board of Directors of Trust declared a fourth quarter 2015 cash dividend of $0.12 per share or $0.48 per share on an annualized basis.

The Board also approved Trust dividend policy for 2016 during which the company expects to pay quarterly cash dividend of $0.12 per share or $0.48 per share an annualized basis. Based on the current stock price, this dividend represents an 8.4% dividend yield, one of the highest in the hotel REIT space.

The Board of directors of Prime declared a fourth quarter 2015 cash dividend of $0.10 per share or $0.40 per share on an annualized basis. The Board also approved Prime’s dividend policy for 2016, during which the company expects to pay a quarterly cash dividend of $0.10 per share or $0.40 per share on an annualized basis.

The adoption of a dividend policy does not commit either company to declare future dividends. Both Trust and Prime will continue to review their dividend policies on a quarter-to-quarter basis. This concludes our financial review. I’d now like to turn it over to Jeremy to discuss our asset management activities for the quarter..

Thank you, Deric. Our best-in-class asset management team continues to deliver industry-leading performance on behalf of Trust and Prime shareholders. In 2015, the Trust and Prime portfolios outperformed their competitive sets and turned in some of the best results amongst our peers.

During the quarter, Trust grew RevPAR by 6.8% while achieving EBITDA flow-throughs of 52%. This RevPAR growth outperformed its competitive sets by 110 basis points. For the full year Trust grew RevPAR 6.5%, outperforming competitors by 50 basis points.

As I mentioned on previous calls, in August of 2013, Ashford Trust announced its plan to convert the Beverly Hills Crowne Plaza to a Marriott. The newly converted Marriott Beverly Hills officially opened on July 1, 2015 and the transformational $26 million renovation was fully completed in August.

Post renovation and conversion from September through December, the property has experienced RevPAR growth of 43% and total revenue growth of 47%. This trend has accelerated in 2016 with RevPAR growth approaching a 100% on year-over-year basis. Turning in to Prime, the portfolio grew RevPAR by 4.4% during the quarter.

For the full year 2015 Prime grew RevPAR by 7.3% outperforming its competitive assets by 30 basis points. In December Prime completed the acquisition of the Ritz-Carlton and St. Thomas, which Doug will discuss in more detail. During the quarter, RevPAR for the property grew 17.6% and EBITDA flow through was 60%.

Additionally, since the acquisition the asset management team has identified several opportunities to improve operating performance both on the revenue and expense side beginning with approximately $200,000 in insurance cost savings have already been achieved.

As we move into 2016, I look forward to sharing further details with you about these initiatives. The fourth quarter also reflected our first full quarter of ownership of the Bardessono Resort in Napa Valley. During the quarter, RevPAR at the property was up 6% with 83% EBITDA flow throughs.

We also generated a 460 basis point year-over-year increase in comparable hotel EBITDA margin at the property. This is exceptional performance and highlights the strong capabilities of Remington and we expect this trophy asset to continue to be a strong contributor going forward.

I would also like to point out that the hotel was recently recognized as the second best hotel in America by TripAdvisor. As Monty mentioned, we continue to see demand growth outpacing supply growth.

Looking at our markets specifically while we expect 2016 to be challenging in Houston due to continuing soft oil prices, and Chicago with new supply in unfavorable city-wide calendar, we see strength in most other markets.

Atlanta have this strong city-wide calendar and we expect expansion and transient demand in 2016 while Dallas had double-digit committed occupancy growth for 2016 with no significant new supply expected until 2017. We also see significant favorable trends in Minneapolis, Los Angeles, Tampa and San Francisco for 2016.

Overall, our data gives us reason to remain optimistic for the industry in 2016. I will now hand the call over to Douglas..

Thanks, Jeremy. Consistent with Prime’s focus on investing in luxury hotels located in resort and gateway markets, in December we completed the acquisition of the iconic Ritz-Carlton St. Thomas for $64 million, further strengthening the Prime portfolio.

We saw this as an opportunity to the add to the Prime portfolio, one of the premier resorts in the Caribbean that is performing very well coming out of a recent renovation. And we believe this luxury resort will be a very creative acquisition for our shareholders.

Located on 30 oceanfront acres, this resort recently underwent a comprehensive $22 million renovation that is supporting strong RevPAR performance and meaningful upside potential. We acquired the hotel at 10% trailing 12-month NOI cap rate and $355,000 per key.

Many of you have asked about the attractive metrics for this acquisition, so let me give you a little background on the transaction. During the comprehensive renovation, a substantial number of the rooms were offline. In the prior year, the property was experiencing very strong year-over-year growth during the period of our initial underwriting.

This resulted in strong growth in cash flow by the time we announced and closed on the transaction. The property is in fantastic shape after the recent renovation with very little CapEx needs and the management agreement with Marriott is a standard market contract. We are very excited about this investment for our share holders.

As Jeremy mentioned, post closing we continue to find value enhancing opportunities at the property. Turning to Trust, as Monty mentioned, we announced that we are no longer marketing the 24 hotels select-service portfolio as a single portfolio, but instead made the strategic decision to pursue the sale of these assets in smaller groups individually.

We saw the market move a over very short period of time during which the premium for larger select service portfolios evaporated. This reduced the bids to levels that we do not believe capture the full value of the portfolio.

In order to maximize value for shareholders, we have opted to take a different approach and will therefore be opportunistic as it relates to the sale of this portfolio and our other 38 non-core select service assets. That concludes our prepared remarks and we will now open it up for your questions..

[Operator Instructions] And we will go first to Kris Trafton with Credit Suisse..

Hi guys, looks like another strong year of RevPAR growth with the full year, I think it’s 6.5% like well above peers, not looking for guidance but giving your suburban non focused city market exposure where there is a lot of supply pressure.

Do think another year on the level is likely and how do you see 2016 shaping up for your portfolio relative to 2015..

You know it’s just hard to say, there has been lot of discussion in the industry and I am sure you have seen it, where you have the industry pundits saying the RevPAR growth will be 4% to 6% you have got a number of our competitors, that are more cautious and putting numbers below that and you’ve got some analysts saying that RevPAR can be turning negative at the end of the year.

So it’s just you know hard to say but right now the demand growth appears to be exceeding supply growth, that’s positive and I would say that it seems like some of the softness or some of these markets that we don’t have much exposure to and that helps our portfolio relatively as long as that trend continues.

And I think at some places like Houston that will probably continue. .

Great. And then can you talk a bit about the two assets you acquired. I think you got the W hotel and Indigo, I'm talking about the Trust portfolio mentioned the forward cap rates and purchase prices for those..

Sure, the Hotel Indigo we acquired at a price of $26.4 million, 188,000 per key and T12 cap rate of 7.6%. RevPAR for the asset is $96. We thought that’s a attractive purchase in a market that is performing well, excellent location and very pleased with that investment.

On the W Minneapolis, we acquired that $86 million 375,000 a key 6% cap rate and that asset had a 164 RevPAR. Again, great property in the Minneapolis market, an asset – a market that is performing well has additional demand generators coming in, so pleased with that transaction.

On the another asset we acquired in the fourth quarter which was the Rich Carlton, as I said we bought that $64 million, 355,000 a key, a T12 cap rate of 10.7 by the time we closed $441 RevPAR property that we believe has some value added revenue enhancement, opportunity properties coming out of recent innovation.

So we believe that the potential for added performances is quite attractive in that asset and having said that though even just the metrics on its own we felt like we bought it at a very attractive price for a luxury hotel, luxury resort in St. Thomas market..

Right.

And then that one was on the Prime portfolio, correct?.

Yes. .

Okay, great. So I appreciate the color on the 24 select service assets and how you kind of went through the process there and it looked like the bid evaporated a bit.

So assuming it went from a premium to sell the select like a portfolio of assets and went to neutral that would still put you at about the same places on these one off, did it actually get to be a discount to sell the portfolio and then maybe you could just address like what is the potential range for dispositions this year.

I mean originally you were talking about 24 closing 1Q with the remainder maybe 34 of those sold some of those throughout 2016, do we have kind of a best guess at this point in terms of what you think might be sold and then how many assets you are currently marketing?.

So, a variety of questions, I will see if I can track them all down but with respect to the movement in the portfolio pricing when we initially took the portfolio to market there was a clear premium provided for large portfolios, $500 million, $1 billion portfolios and that was really filled by lot of the private equity fund investment in these types of assets.

And that was further filled by the fact that the financing for these types of portfolios is quite attractive and so the cash on cash yields by these funds provided pretty strong returns.

So some things shifted the pull back from the private equity funds in chasing up to these large portfolios in the movement and wider spreads reduced the attractiveness of bidding premiums for these portfolios.

And it moved rather precipitously and in the midst of the bid process while we did have bids, the bids we are pulling out actually and we then hit the point where he felt that the pricing execution and a risk of execution was too disadvantageous to our shareholders and we thought that we could have a better execution by one off or much smaller groups of assets and taking those to a greater number of buyers actually that could consume smaller trades.

And in fact when we made the announcement that we are no longer selling the portfolio as a whole, but made a comment that we intend to sell the assets in smaller pools or individually, we actually received a fair number of inbound inquires without even taking these back out to the market.

And so we have kind of a parallel process right now we are certainly responding to those inbound inquiries to the extend we believe that the pricing is attractive and market, and in the best interest of the shareholders.

And then we are also evaluating individual broker opinions of value to eventually take individual assets or groups of assets back out to the market.

And that will be something that we have made decisions based upon the dead pools of the assets when those dead pools mature, for example, they require future CapEx needs, any macro change is taking place with supply, demand, fundamentals in the market and we are going to balance that sales process over period of time to best achieve the most value added execution for the benefit of shareholders..

Right.

Any estimate in terms of volume of dispositions this year?.

No. We will keep the market apprised as we - as transactions develop..

Got it, okay. And so last question for me. Let's assume that you do get through this 24 select-service assets throughout the year and pricing is similar to the $585 million that we talked about before. You pay us the $385 million and it gives you $200 million. You just generated $80 million from cash out refinancing.

Just trying to figure out the uses of these proceeds. I mean if you look at the holders or stock at this point, it doesn't seem like there is any obvious candidates for hedge funds that might be willing to sell blocks.

It also doesn't seem like acquisitions are very attractive opportunity at this point given the strong bid in the private market in your high-cost of capital. And it also doesn't seem like deleveraging or something high on your list of priorities.

So just curious, what do you do if you generate something to the extent of $300 million and proceeds in addition to the free cash flow that's generating from operations?.

This is Monty. We will make that decision at the time, but right now as we sit here, our thoughts are either or both of deleveraging our -- we like to maintain leverage in the 55% to 60% range. We are in the 60s right now.

So we'd like to get that down at the right time and/or we think our stock is pretty attractively priced and so buybacks look attractive. But that as we sit here, right here, today that may change as those proceeds become available..

Thank you very much guys..

And we will go next to Ryan Meliker with Canaccord Genuity..

Hi, good morning guys. A few questions. First, I guess, let’s start with Prime. I guess Prime booked a $3.9 million incentive fee to Ashford Inc. Ashford Inc. booked the $1.3 million for the current year.

I am wondering if that was included in your calculation for the termination fee for Ashford Prime of $4 to $5 a share when management estimated that number in your Investor Day back in October..

Hello, Ryan. I think that you know that when management made that estimate and I appreciate you emphasizing word management. That's not the position of Ashford Inc. necessarily and it's an Ashford Prime independence, because ultimately we have to step out and those independent directors will make these kinds of determinations.

That was just management's estimate at that time. And that time, we made no estimates regarding incentive fees or whether incentive fees would be paid or how much. So when we made that estimate again, just management's estimate, we didn't taken to any account, any incentive fee because at that time, no incentive fee was payable..

Okay. That's helpful. So then in terms of the incremental amount that would raise the termination fee today. Would that be based on the $3.8 million that Ashford Prime logged as an expense or the $1.3 million Ashford Inc. logged as a revenue line items for this year, because I know I could play out over the course of three years..

I think that you've got to pull up that agreement and take a closer at it. But our understanding and our read of it is that it's the trailing numbers and those trailing numbers for Ashford Inc. has received from Ashford Prime includes all monies owed. And both would actually occur for the past 12 months plus all monies that maybe owe to them..

Got you. So with the $3.8 million fee grossed up 12x to 1.1x estimates about an incremental $50 million in termination fee.

Does that sound about right?.

We haven't gone through that process and done that. So I am hesitant to jump on that. The termination fee is something that lot of our shareholders talk about. And we just want to stick with our estimate at the time and not provide anymore guidance on that..

Okay. And then so shifting goes. Next question was obviously I know there is some litigation going on. I am not going to ask about the litigation. But any expectation to change your typical annual meeting date from this coming May for the shareholders..

We just haven't made that determination at this time..

Okay. And then the last thing I wanted to ask with regards to Prime was, can you give us a little bit of color on Sofitel in Chicago? I think when you announced that acquisition, you had announced it was going to be at 12.7x before EBITDA multiple I think the forward EBITDA multiple came out closer to 15x.

And then the EBITDA multiple on 2015 is actually over 18 times as the properties continue to deteriorate. I am wondering how far of your underwriting the property is and what type of returns are you guys are driving now. And then along the same line do you guys just popped the St.

Thomas, Rich Carlton, just wondering what kind of confidence or assurances can you give investors that you are not going to make those same - you didn’t make those same mistakes from an underwriting perspective..

Underwriting hotels is difficult business. And we have got some such peer house, which the performance was substantially higher than our original underwriting and then there is a number of cases over there and some in the trust portfolio with us the case. The Sofitel, Chicago was under what we have originally estimated.

I don't have the original underwriting right now. So now I can't tell you how much that was and I'm not sure if we would release and look at paired of underwriting. But it has lived up to our expectation. Chicago has been harder hit than we anticipated. We think that has to do with more than the impact than we anticipate it and few other factors.

As far as St. Thomas goes, we were able to purchase it on very attractive trailing cap rate as far as the future goes. It could be like Chicago, it could be Sofitel. It could be like peer house or some place in between this. It's just hard to say. But generally, we have a pretty good success in our underwriting.

And I'd say may be 70% or 80% of the time we exceed or substantially exceed our original underwriting..

It's helpful. Shifting gears to Trust. Obviously, Trust had a good quarter, fundamental seemed really strong, you guys were able to grow margins nicely as well. With all of that positive and the stock trading at as low as $4.50 a share, about 50% below where you guys had purchased that block back in end of July and start of August.

How come no share repurchases in the quarter given the amount of the cash you have.

How strong the operating fundamentals look when the stocks trading?.

Back in summer, we are receiving seeing a lot of pressure from shareholders to engage in buybacks. And so - I don't think that you need to look at one versus the other or why then and why now. The reason is we are trying to be responsive to shareholders. And we were responsive to shareholders and bought back a decent amount of stock.

Now that that's stock buyback seems to be premature, I think you can understand we are bit more cautious too instead of following our instinct, which is not to buyback stock, but exceed to investors and buyback stock was not the best of decisions. And so we are very cautious about it.

But to answer your question, I touched on earlier is that is that our debt, our net debt is higher than what we want. And so we could just take those proceeds and pay down debt, and that reduces our cash, but then reduces our flexibility. So we'd rather look at it as the net debt standpoint. And from a net debt standpoint, we are at about 60%.

And while we think our stock price is an attractive one that is what's keeping some sidelines for now. But as far as what we do when these additional proceeds are rolled in, we will evaluate it at that time, because we do think our stock is a bargain..

All right. That's actually very helpful. Thanks Monty. That's all for me..

And we will take our next question from Robin Farley with UBS..

Hi, thank you very much. This is actually [indiscernible] for Robin. Some in the industry have pointed to a bit of slower start to the year in terms of RevPAR. Some of that is obviously related to forward books business, given Easter shift.

What have you seen so far to your properties? Could you at all comment on group and leisure so far?.

Hi. We had historically shied away from giving guidance, because of just the difficult nature of it. And it is encompassing a lot of management time in providing guidance and estimates when - I don't think that it helps stocks to begin with.

So to give - for us to give some indication of what we think of the future looks like would be a bit premature at this time. So we'll report our first quarter results at the end of first quarter, but I point you to what some of our competitors have said or some of the industry outlooks have been..

Sure, sure. I was more asking about sort of January and February trends. And then my second question was actually on a little bit on the current consolidation, the environment of consolidation in the industry.

As an owner of assets and you have worked with both Marriott and Starwood, could you give us your views on the current trend of consolidation on what it means for you as an owner? Thank you..

Well, as far as Marriot and Starwood, we see that as, at least at this point, it's positive for us. We do a lot of business with the Marriot, not so much with Starwood. And so we think the rewards program would be significant better the Starwood One. And we are hopeful that it doesn't impact the existing Marriot's. And we don't know that it will.

So we are bullish on it. We think it gives an industry player, a lot more strength to deal with the OTAs that pull a lot of fees out of our industry. So we think that's positive.

And as you know on the Hilton side, they kind of go on the opposite direction of the consolidating by splitting out their real estate, which I think that's their investors to decide -- it seems like the market does like split platforms of some being real estate focused in REITs and others being asset-liked brand and operating companies.

So I think it will be positively relieved..

That's helpful. Thank you..

And we will go next to Bryan Maher with FBR & Company..

Good morning guys. I don't know how to approach this that I really think its kind of the elephant in the room here with respect to the external advisory situation.

And the fact that the shares have really all three entities have traded off now pretty materially and we have a hard time engaging with investors because of that and some frustrations surrounding that, and then as it relates to last year's estimate of kind of the termination fee payable to Ashford Inc.

In light of Northstar this week engaging UBS to possibly do a recombination, is there any internal discussion about maybe this was a bad idea and recombining the firms?.

Hey, Bryan, this is Monty. The trade down of our stocks have been equal to or better than, higher than our peers. So as confusing when you say that some conclusion should be drawn because of the external management structure, our performance platforms has been at or better than our peers over the past year. So I don't know where you get that from.

Secondly --.

Well, if I look at - sorry Monty. But if I look at just year-to-date, your stocks are down 30% and everybody else is kind of up or down kind of mid-to-low signal digits at this point..

All right. Well, fair enough. But from a longer basis, we don't see that and we certainly can see things move more of the shorter-term. But overall that's not the case and certainly we didn't just become externally managed on January 1, 2016.

So I think what's difficult and I think that mistake that people make is to kind of haphazardly jump out there and draw some conclusions. All of the MLPs are externally managed. Almost all of the mortgage REITs are externally managed.

Almost all of the equity REIT are not almost all, but a clear majority of equity REITs worldwide are externally managed. And we are supposed to come to the conclusion digested the U.S., just in the equity markets, on the equity side of things that's a bad structure. It's just not the case.

The external management structure allows you to have an alignment that is much, much higher than a traditional internal management structure. And you can see that by the fact that family of our peers despite this ongoing trading of these platforms below private market values, how those have -- very few of them have transacted.

Strategic Hotels has been for sale for five years. And there is one other REIT that's out there that's talking about going private and I think that would be happening no matter what. So the internal management structure creates conflicts, because it requires people to lose their jobs where the externally managed structure doesn't.

There is a number of advantages to it. And that is that executives don't lose their jobs in the sale and their strong alignment with how the performance fee is paid and earned and there is a heavy insider ownership by management in the platform.

So while some externally managed structures cannot be advantageous with the shareholders, many of them are and we believe ours are very much. And what's more is when you go look at the statistics that you look at the performance of externally managed platform versus internally managed platforms.

You cannot come up with any statistical evidence that shows that they trade worse than anybody else. It's just not there. So we don't believe -- well, we know it's not a factor in valuation, because the statistics show that it's not a factor in the valuation.

And we know that this is not just a bad structure when every other market around the world engages in externally managed platforms. Look at private equity. Every single private equity front is externally managed. Hedge funds are externally managed.

And we're supposed to think that in this one situation that's not a good structure, HPT, for example has been one of the better performing lodging REITs over the past 15 years. So the evidence is just not there.

And while some investors might cling to that for one reason or another, I challenge them to produce any evidence if that's the case, because we just don't see it..

Right.

So no doubt on HPT, which I have covered for at least 10 to 12 years and your company since you IPOed in 2003 given the high quality of the Ashford Prime assets which are indisputable, what do you attribute the sharp sell off in the shares still?.

I think that the reason that we originally went through this strategic review process is because we thought that its float was too small and that float was contributing to a lower valuation. We see that statistically and we can prove it statistically.

For the end of the year, the stock and Prime ran up much more than our peers and so this downturn is probably just getting us back to even. As you know what the company announced strategic alternatives investors pile in and out of the stock based upon what they think might be happening as a result of the strategic alternatives.

So I also caution to look at movement in the stock you know better than anybody Brian of two months and try to determine exactly what's causing that movement. You know I can do that well it would be in different industries running our own $20 billion hedge funds..

Monty you're doing pretty good, so I don't really worry about it in that regard. Do you think - this is my last question, and I don't want you to necessarily speak for the independent board members of either Prime or Inc.

but should a better come in for Prime or take private on the part of management and Associates, do you think that there's any possibility that the termination fee to Inc.

could be negotiated down from current levels?.

You're right. For me to do that I have to speak with the independence and the process that we've got here at our company is one that's reflected in one that's investors have asked for in the past several decades. And that is that these related party decisions be determined by independence. And that's what we've got.

And we talked with some investors who kind of suggested something along the lines of well you could just make the termination fee go away. No, we can't make termination fee go away. It is a termination fee that Ashford Inc. is entitled to and it will be a determination by the Ashford board what they will do when the time comes.

And they are constantly looking at what they think is the best interest of their shareholders toward the end and that is what they are going to do with the time comes. So if they think they achieve some advantage by discounting the fee and its commercial and its overall good for their shareholders that's what they're going to do.

If they don't think it is that they want discount any of it and that's just how it's going to be. So I encourage you and the other investors to realize that we do have a process here and we do have these independent committees and they’re independent and they are doing what they need to do.

So there is no games here of one company just waving something just because. No. They have to do what's in the best interest of the shareholder and that's that. .

Thanks for that color. And do you have any idea or thoughts as it relates to how long the process will continue and that's my last question. Thanks..

Sure. The average process we have seen for strategic alternatives has been about 10 months and we've been about six months into this process. That being said, the independent directors don’t have a specific timeline or are trying to meet one objective or another as far as time goes.

They have had the challenge of the financial markets moving pretty dramatically since this process has started which is added to the work and the review that they need to.

But they have give me no timeline and we can’t give any update and when they expect the process done but I can tell you that they are working vigorously and had the meeting very, very regularly and engaging with their advisors in order to determine what is the best interest in the long term interest of the shareholders and to try expeditiously as possible to resolve the strategic alternative process..

Thanks Monty..

And we have time for one additional question. We’ll go next to Chris Woronka with Deutsche Bank..

Good morning guys. Ask a fundamental question if that's going to be all right. Have you - you guys have a lot of Marriott product and a little bit of Starwood product.

As you kind of look out are you seeing anything yet or getting anything back from say Marriott in terms of changes that they are planning to make operationally with any of their big franchisees and just how you see the integration going from your perspective and are there any headwinds or if they should be tailwinds on the horizon this year. Thanks..

This is Jeremy. What I can say is they are buried. They've got – their acquisition team and integration team and they are really working diligently to close transactions. They have been a few conversations on a few impacts to some of our properties that may be impacted results of the transaction but those are early days.

I think overall as Monty mentioned we are supportive. We think that it's going to help our Starwood assets. And we don't see a tremendous amount of impact in terms of where we have Starwood assets around Marriott products as well. So overall we are supportive of the transaction. But as it relates to Marriott they are just head down trying to close it..

Okay. Thanks. And then I know you guys probably study this stuff all the time but have you – what is your research showing in terms of is there a size on the Prime side that if you got there with acquisitions just hypothetically of EBITDA and maybe it's 150 million or 125 million as you look at some of the other public companies that are built out.

Is that something you look at and say maybe we get there because you did smaller acquisitions this year.

Does that play into your analysis or is it not really an acquisition spot on the table at this point?.

Everything is on the table. The committee is looking at anything and everything in order to maximize long-term shareholder value. We do find a relationship there not on size specifically but on trading volumes and that's where we see the relationship typically. So as a trading volume of the common increases the multiple potential increases.

And the higher the better. So the multiple goes up, it does flatten out at a level. I don't know what that level is right here as I am on the phone with you.

But as it gets up to about $2 billion or so equity market that's about the level where the multiples starts to kind of go away but again that's based on trading volume and not on equity market itself but that's just the number I remember here on the phone. And gradually goes away over time as it gets - as a trading volume goes up..

Okay. Very good. Thanks Monty..

And that concludes today's Q&A session. At this time, I’d like to turn the conference back over to our presenters for any additional or closing remarks..

Thank you all for your participation today. We look forward to speaking with you again on our next call..

And ladies and gentlemen, that does conclude today's conference. We like to thank everyone for their participation. You may now disconnect..