Executives: Pete Majeski - Manager, IR & Finance Neil Shah - President and Chief Operating Officer Jay Shah - Chief Executive Officer Ashish Parikh - Chief Financial

Officer
Analysts: Anthony Powell - Barclays Shaun Kelley - Bank of America Merrill Lynch Ryan Meliker - Canaccord Genuity Chris Woronka - Deutsche Bank David Loeb - Baird Investment Wes Golladay - RBC Capital Markets Omotayo Okusanya - Jefferies Bryan Maher - FBR &

Company
Operator: Good morning ladies and gentlemen, and welcome to the Hersha Hospitality Trust First Quarter 2016 Earnings Conference Call. Today's call is being recorded. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of this conference. [Operator Instructions] At this time, I'd like to turn the conference over to Pete Majeski, Manager of Investor Relations and Finance.

Please go ahead, sir.

Pete Majeski: Thank you, Lauren. Good morning to everyone participating today. Welcome to Hersha Hospitality Trust's first quarter 2016 conference call. Today's call will be based on the first quarter earnings release, which was distributed yesterday.

If you have not yet received a copy, please call us at (215) 238-1046. Today's call will also be webcast. To listen to an audio webcast of the call, please visit www.hersha.com within the Investor Relations section. Prior to proceeding, I'd like to remind everyone that today's conference call may contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the Company's actual results, performance, or financial positions to be materially different from any future results, performance, or financial positions.

These factors are detailed within the Company's press release as well as with the Company's filings with the SEC. With that, it is now my pleasure to turn the call over to Mr. Neil Shah, Hersha Hospitality Trust's President and Chief Operating Officer. Neil, you may begin.

Neil Shah: Thank you, Pete.

Good morning and welcome to all of you joining us on today’s call. With me this morning are Jay Shah, our Chief Executive Officer; and Ashish Parikh, our Chief Financial Officer. By now you have heard from several of our peers the first quarter was very challenging. A highly uncertain macro environment, led to recessionary fears that dampen corporate confidence and reduced transient demand in lodging. The Easter shifts and weather patterns accentuated this weakness.

Ultimately, supply outpaced demand for the quarter. Our transient-oriented portfolio was particularly vulnerable to this environment and renovations at some of our largest hotels resulted in a tough quarter for HT, particularly in light of a 9% RevPAR growth comp to last year’s first quarter. The macro environment has meaningfully improved and our portfolio performance accelerated throughout the quarter. The first quarter represents only 15% of our EBITDA for the year and our disruptive renovations are now complete. We are encouraged by our performance in April.

Each of our markets have strong – calendars ahead and our portfolio has easier comps throughout the remainder of the year. As Ash will discuss later in our call, we have supplied a more conservative outlook for full year EBITDA, but we do believe that the worst is behind us and an opportunity to outperform our reduced expectations remains feasible. I will start this morning’s call by reviewing our portfolio’s operational performance. I will then discuss our transformative portfolio sale with Cindat and then touch upon how we are thinking about capital allocation for the rest of this year. In the first quarter, our comparable portfolio clustered across six urban gateway and destination markets, delivered 0.6% RevPAR growth to $141.58.

As we discussed in our year-end call in February, we undertook brand mandated refreshes at five of our larger consolidated properties, specifically, our Courtyard and Brooklyn Massachusetts and four of our Hampton Inns in Manhattan, which negatively impacted our performance. Throughout this cycle, the early timing of our capital investments has been very effective and we’ve elected to conduct the majority of the portfolio’s capital projects during the seasonably slow first quarter to minimize disruption. Excluding the impact from these renovations, our comparable portfolio reported 2.7% RevPAR growth to $144.50 driven by 2.4% rate growth to $184.92 and a 25 basis point improvement in occupancy to $78.1. Our performance start 2016 is noteworthy considering the tough comp to first quarter 2015 when our comparable portfolio reported a 9% RevPAR growth. Hotel EBITDA increased approximately $1.9 million or 6.3% to $31.3 million.

As rate-based growth combined with strong demand in Washington DC and on the West Coast, drove performance despite the negative top-line impact from the aforementioned renovations. Let’s review what transpired in each of the markets in the first quarter. The West Coast is our biggest contributor to Q1 EBITDA. Our comparable portfolio reported 6.5% RevPAR growth to $162.16. In Los Angeles, our Courtyard LA Westside leveraged strong market conditions and city-wide compression resulting in a 22.1% RevPAR increase and a $2.1 million in hotel EBITDA.

The Courtyard continues to benefit from the growth of the corporate and technology market in nearby Playa Vista and Marina del Rey. Entering the year, demand from IT and media companies in the submarkets allowed us to increase BT rates by as much as 20%. Our strong performance in Los Angeles more than offset a challenging quarter in San Diego. The convention calendar meaningfully improved in San Diego in the coming quarters and will allow us to stay in strong growth from Southern California for the remainder of the year. In Northern California, our TownePlace Suites, Sunnyvale was aided by February’s Super Bowl in nearby Santa Clara.

The hotel reported 11.6% RevPAR growth and 250 basis improvement in margins to 52.3% in the first quarter. Our newly acquired Sanctuary Beach Resort posted 6.7% RevPAR growth as rates improved 8.1%. Moving forward, we expect to pull revenue and asset management levers at the property to best leverage the hotel irreplaceable beach front location as well as the inherent corporate demand from nearby San Francisco and Silicon Valley. Our Hyatt Houses in the East Bay continue to build on strong corporate transient and contended stay demand. Our comparable Urban Washington D.C.

cluster delivered a 9.4% RevPAR increase to $169.91 as rates increased 8.2% and occupancy rose 83 basis points to 77.6%. Impressive growth considering a 10% comp in the first quarter 2015. The Capital Hill Hotel where RevPAR increased 17.8%, and our Hampton Inn DC benefited from strong convention activity. These two hotels contributed a combined $2.2 million in hotel EBITDA in the first quarter. In our first quarter of ownership, the Ritz Carlton, Georgetown reported RevPAR of $341.80, growth of about 2% and contributed approximately $3.8 million in revenue.

The high-quality recently renovated property is expected to benefit from our aggressive revenue management and improved health strategy as well as a repositioning of the F&B and spa programming. We expect many of our revenue and management tactics of the St. Gregory Hotel and the continued ramp up of the Hilton Garden and M Street to contribute more meaningfully to our outperformance in Washington in the coming quarters. In Philadelphia, the Rittenhouse is off to a terrific start in 2016. The hotel reported 26.6% RevPAR growth as a result of the 13% improvement in rate.

Margins improved 960 basis points in the quarter. Performance of the property has been driven by aggressive revenue management positioning, which is focused on increasing bar and corporate group business as well as strengthened L&R relationships. Since our acquisition of the Rittenhouse, the hotel has remained the RevPAR leader in Philadelphia increasing RevPAR index from 129.2 in 2012, to 161.1 in the trailing 12 months period ending in March. We expect the strong performance of the Rittenhouse to continue given our concentrated revenue management strategies, the spa’s continued ramp, a newly leased out restaurant, in addition to a very strong city-wide calendar in Philadelphia highlighted by this year’s Democratic National Convention in late July. We have executed property level management changes at the Hampton Inn, Philadelphia, which has underperformed our expectations for several quarters and will more meaningfully contribute to strong performance from Philadelphia moving forward.

In Manhattan, excluding the revenue – the renovation impacted four of our Hampton Inn hotels, our portfolio delivered 3.8% RevPAR growth to $149.32. Occupancy improved to 451 basis points to 88.2% reflective of the market’s 6.8% increase in demand during the first quarter. However, rates declined 1.5% to $169.29 as operators lacked pricing power due to the impact of new supply. For the ninth consecutive quarter, our newer purpose built rooms-focused assets outperformed leading the Greater Manhattan market by 550 basis points. At our Hilton Garden Inn and Midtown East, increased group business has allowed the hotel to benefit from internal compression and drive premium rates.

As a result, the property delivered 9% RevPAR growth as ADR increased 8.7% contributing approximately $1 million in EBITDA. Our other Manhattan Hilton Garden Inn, the very well located Hilton Garden Inn Tribeca also was an outperformer in the first quarter reporting 15.5% RevPAR growth that the property continues to benefit from both market growth in Tribeca, in addition to the renovations undertaken last year. We believe the property level management and strategy changes at our JFK Hotels and two of our downtown Hampton Inns will also bolster New York City performance in the coming quarters. In Boston, we faced a very difficult year-over-year comparison to first quarter 2015 when we registered 25.3% RevPAR growth. In addition, we renovated our largest asset in the market, the Courtyard Brooklyn during the first quarter.

Excluding renovations, our Boston portfolio reported a 6.5% RevPAR decline entirely driven by occupancy loss as rates increased 4.2%. Occupancies at three of our metro properties in Boston, The Residence in Norwood, The Residence in Framingham, and our Hawthorn Suites Franklin decreased significantly in the first quarter as these properties had benefited from significant winter storm-related business last year. Our newly renovated Brooklyn Hotel and the very strong convention calendar in Boston in the coming quarters, give us confidence that Boston will remain one of our higher growth markets. In South Florida, we again faced challenging comparisons to first quarter 2015 when we registered 7.9% RevPAR growth. Softer demand in Miami has been a function of the strong US dollar, the impact of new supply and particularly in Miami Beach, the closing of the Miami Beach Convention Center until December 2017, which all combined to drive our portfolio’s 3.6% RevPAR decline in the first quarter.

While our Cadillac Courtyard Miami Beach was the portfolio’s largest EBITDA contributor in the first quarter at $3.5 million, the hotel reported an 8.9% RevPAR decline. The property has been negatively impacted by the delivery of approximately 600 new rooms in Miami Beach over the previous six months, as well as the relocation of several large city-wide events due to the convention center’s renovation. In Coconut Grove, our Residence Inn continues to benefit from comprehensive renovations completed last year as with strong demand. In the first quarter, the property reported 19.5% RevPAR growth contributing over $1.2 million in hotel EBITDA and a 670 basis point improvement in EBITDA margins. With regards to international demand in our Miami portfolio, we actually saw a 5.8% increase in the overall international contribution to total room revenue of 17.3% driven by increased share from travelers from the UK and The Netherlands.

On the other hand, contribution to total international room revenue from South America declined 8.7% due to decreased contributions from Brazil, Argentina, and Colombia as a result of the stronger dollar and in the case of Brazil, additional headwinds from domestic economic weakness, and increased taxes on citizen’s traveling abroad. Miami Beach will continue to feel the headwinds of a strong dollar in the closing of the Miami Beach Convention Center across the year, but we are expecting stronger performance from the Parrot Key Resort in Key West which should benefit from easier comps in the coming quarters. Transitioning now to investments, during the first quarter, we closed on two high quality acquisitions which helped to expand our Northern California and Urban Washington DC clusters. In late January, we closed on the aforementioned Ocean Front Sanctuary Beach Resort on Monterey Bay and in mid-March, we closed on the Hilton Garden Inn M Street at the confluence of Dupont Circle, Foggy Bottom, Georgetown, Downtown and the West End in Washington D.C. Both hotels are in great locations with a high growth submarkets and possess the opportunity to meaningfully improve operations through thoughtful and aggressive asset and revenue management.

These assets are expected to contribute more than $9 million to our EBITDA with limited capital expenditures and no operational disruption in 2016. With regards to our New York City JV transaction with Cindat , we are in the closing process and expect to announce closing imminently. The joint venture sale of seven limited service hotels in Manhattan for $571.4 million or $526,000 per key represents a trailing 5.4% economic cap rate and an EBITDA multiple of 16.8 times based on 2015 results. HT is selling the seven hotels at an 81% premium to the company’s blended purchase price of $316.1 million or $291,000 per key. The transaction is structured with Cindat as the preferred joint venture partner holding a 70% ownership stake with Hersha retaining a 30% equity interest.

Cindat is backed by China’s Cinda Asset Management Company and Taikang Life Insurance, two large globally active institutional investors from China. We are delighted to begin a long-term partnership with these sophisticated investors and expect to pursue additional transactions with our new partners across the coming years. On a pro forma basis the sale materially reduces our EBITDA exposure in New York City from approximately 43% in 2015 to 25% of consolidated EBITDA in 2016. While we are trimming our exposure to the market, our long-term belief in New York City remains steadfast given the scarcity and value of the city’s real estate, as well as the city’s preeminence as a financial, cultural and technological hub. We will continue to fully own ten high-quality, well-located hotels in diverse submarkets throughout New York City totaling approximately 1400 rooms including the High Union Square, three Hilton Garden Inns, two independent boutique hotels, two Hampton Inns, one Holiday Inn Express and one Sheraton.

With regards to the JV sales proceeds, based upon the sales price, we expect to net between $350 million and $360 million in cash proceeds from the sale. Our previously announced acquisitions in Washington D.C. in Northern California are considered revese light kind exchanges for a portion of our capital gains. Of the cash proceeds, the $110 million will be held as additional light kind exchange under internal revenue code section 1031. We will have until December to deploy these proceeds to avoid a tax burden related to our significant gains in the transaction.

If there are not acquisitions that meet our criteria accretive to cash flow, accretive to the portfolio’s growth rate and higher quality assets at our core markets, we can also issue a special dividend in stock or cash to avoid capital gains. We intend to utilize approximately $253 million to redeem our Series B preferred shares, as well as pay down the line of credit. Our ability to successfully execute this transformational sale with a large and sophisticated offshore buyer, highlights our capital recycling discipline and unique ability to monetize high-yielding stabilized assets. Since 2012, we have recycled more than $1 billion of capital from mature hotels into higher growth, higher quality acquisitions. Prior to passing the call to Ash, I want to briefly discuss capital allocation, as it relates to share repurchases and hotel dispositions.

First, regarding our share repurchase activity. We continue to believe opportunistic share repurchases during periods of capital market dislocations are an attractive use of available capital and a driver of share value given our absolute return philosophy and demonstrate our commitment to total shareholder returns. Year-to-date, we have acquired 506,000 shares totaling $10.1 million at an average price of $19.89. We have approximately $63 million remaining on our current $100 million share repurchase program. While we do not have a rigid target in terms of when we repurchase shares, we are active when shares trade at a 30% to 35% NAV discount, compared to last year, when our buyback hurdle was in the 20% to 25% NAV discount range.

With increasing operating risk in our hotel portfolio today, we’ve remained sensitive to reducing financial risk on our balance sheet. We are in the process of marketing for sale nine non-core suburban assets remaining in our portfolio. We expect the sale of these properties to further improve the quality of our portfolio and narrow the portfolio’s geographic focus to urban and destination markets. The hotels are older hotels in our core portfolio with growth profiles lower than our hotels in the core portfolio. The dispositions of these nine properties will most likely to take place in the second half of 2016 and will generate approximately $150 million to $200 million in net proceeds, which we expect to use to further reduce debt and fortify the balance sheet.

This concludes my remarks. I’ll turn the call over to Ash.

Ashish Parikh: Thanks, Neil. Good morning. I’ll focus my commentary on our portfolio’s EBITDA, margin performance, first quarter and forecast the CapEx spend trends we are seeing in the second quarter and I’ll spend that this portion in a lot of my presentations on our updated full year 2016 outlook taking into account the anticipated results of sales of seven assets and the formation of the Cindat joint venture and how the venture impacts our consolidated operating and financial results.

As discussed, our young geographically – hotel portfolio delivered hotel EBITDA of $31.3 million, 6.3% growth compared to first quarter 2015. With regards to margins excluding renovation, we reported comparable portfolio GOP EBITDA margin of 42.4% and 30.6% respectively, which were relatively flat compared to last year’s margins. EBITDA performance was quite varied across the portfolio as a result of challenging in several of our markets. However, we remain confident in our ability to maintain our high affluent margins and to continue driving margin growth through a combination of ADR growth and operating efficiency as we enter the seasonally stronger quarters of 2016. Our West Coast cluster of assets reported hotel EBITDA of $8.8 million in the first quarter, an increase of 12.6%, the result of strong fundamentals, particularly in Los Angeles which allowed us to drive 13.5% ADR growth.

In the first quarter, the West Coast delivered 28% of our consolidated EBITDA, compared to 23% in last year’s first quarter the result of our strategic decision to acquire high-quality hotels which I think in this market such as Northern California where we purchased two assets in the last eight months. The West Coast portfolio also delivered on margin growth front reporting a 120 basis points of margin improvement to 42.8%. In Washington D.C. our combined DC urban and metro portfolios reported EBITDA of $5.7 million, growth of approximately 14% aided by record revenue and asset management strategies and positively benefited rates as was supported by market demand that increased 3.6%. In the first quarter, our Washington D.C.

portfolio contributed 15% of consolidated hotel EBITDA compared to 10% in the first quarter of 2015. Flow through that exceeded 55% helps drive a 180 basis point increase in EBITDA margin to 28.4%. Our Manhattan portfolio reported $5.7 million in hotel EBITDA during the first quarter, a decline of 4.9% as renovations at four of our Hampton Inn negatively impacted results. Excluding the renovation, we reported GOP margins of 41% and EBITDA margins of 22.6%, growth of 120 basis points and 40 basis points respectively. We have realized significant cost savings across our Manhattan portfolio which is benefiting the margin performance.

Couple of examples of this, undistributed expenses for the portfolio declined 40 basis points or $1.43 on a per occupied room basis while wages as a percentage of revenue declined 70 basis points to $1.40 decrease in the cost per occupied room. We’ve also seen significant cost savings from energy management initiatives such as LED lighting and guest room energy management system rolls across our Manhattan portfolio. To transition now to CapEx as we continue to enhance the guest experience and keep our hotels in tune with business and leisure travelers’ taste and preferences, we took on the disruptive guest room refreshes at our Courtyard Brooklyn and four Hampton Inns at Manhattan – in Manhattan. These renovations totaled $15 million in the first quarter with work extended into early April. While we strategically undertake disruptive CapEx working at the slowest part of the year, these five particular hotels are especially productive at year-end and as a result, we are very disruptive to the rooms business and in operating results.

Looking ahead, we will have a handful of less disruptive renovations during the second and third quarters at hotels such as the Joint Street Hotel, the St. Gregory, and the High Union Square as these primarily consists of exterior work and food and beverage enhancements. It is important to note that these renovations are not expected to have a significant impact to the rooms side of the business and for full year 2016, we continue to target consolidated CapEx in the $25 million to $27 million range. With regards to our balance sheet, as Neil said, we plan to utilize a large part of the proceeds from the seven assets sale to redeem our Series B preferred shares and pay down our revolving credit facility which will bring our debt plus preferred to EBITDA ratio down by at least four times. By redeeming the Series B preferred which carry an 8% coupon, we will save approximately $5 million in dividend payments in 2015 and $9.2 million on an annual run rate basis.

So it should be very accretive to our cash flow going forward. With the completion of the sale, our debt plus preferred EBITDA is targeted to be approximately 5.5 times by year end and our goal is to be below 5 times by the end of 2017. Our fixed charge coverage ratios remain very strong and we are estimating our coverage to be in the range of 6.7 times by year end 2016. As of March 31, our total consolidated debt had a weighted average interest rate of approximately 3.65% with a weighted average life to maturity of approximately 3.4 years and with no extension offers are exercised. Overall, our balance sheet stands to be in great shape provides us ample flexibility to carry out our business plans.

Moving now to our Cindat JV. I want to briefly mention that debt associated with the venture is well as what we expect in terms of EBITDA given our 30% ownership of the JV. In total, the JV is expected to take on $335 million of debt and of this amount, $285 million was provided by a syndication of international and domestic financial institutions at LIBOR plus 245. There was also a mezzanine piece totaling $50 million that we are expecting to place on the portfolio at a rate of LIBOR plus 9. Finally, Hersha provided 37 million of preferred equity at a fixed rate of 9%.

In 2016, we will be losing approximately $27 million to $28 million of EBITDA from the sale in our consolidated results and expect to receive between $9 million and $10 million of EBITDA which will be reflected within our unconsolidated joint venture results. In addition to the removal of this EBITDA from the sale, we’ve accounted for the year-to-date results and adjusted figures for potential volatility during the back half of the year in arriving at our new EBITDA guidance range. So our updated view for the rest of the year continues to anticipate comparable RevPAR growth of 4% to 6% with 50 to 75 basis points of margin growth. Our updated adjusted EBITDA that is now in the range of $175 million to $185 million with FFO per diluted share of between $2.48 to $2.59 per share. In formulating our guidance, it’s important to note first quarter contribution in terms of revenue and EBITDA are by far the least meaningful of any of our quarters due to the seasonality.

Our results for the remainder of 2016 will also exclude seven of our Manhattan assets, of which three were under renovation during the first quarter. When we exclude these seven assets, our first quarter Manhattan RevPAR increased 5.9% and we anticipate better growth for our remaining Manhattan assets for the remainder of the year. In terms of our portfolio’s performance, quarter-to-date in April, we continue to see solid growth in several of our markets such as the West Coast, Washington D.C. Philadelphia and Boston, which were up 8.6%, 5.2%, 11.2% and 4% respectively. As we’ve done in every quarter, we will continue to monitor our portfolio performance and update our guidance based on any further acquisition or disposition activity.

That concludes my portion of the call. We can now proceed to Q&A where Jay, Neil, and I are happy to address any questions that you may have. Operator?

Operator: Thank you. [Operator Instructions] Our first question comes from Anthony Powell with Barclays. Anthony Powell : Hi, good morning everyone.

If you could, can you give us a quick update on how things are tracking so far in 2Q?

Pete Majeski: Ash, do you want to go through?

Ashish Parikh: Yes, absolutely. So just reiterate up, Anthony a couple of the markets that we are seeing strong results for the quarter, as I mentioned leading the pack is Philadelphia at about 11.2% growth, West Coast at 8.6%, at D.C. that’s 5.2% and Boston is around 4%, markets where we have been negatively impacted by Easter and the New York comparable portfolio is down about 1.4%, along the bay across Miami, it’s down two points, Miami and South Florida down about 6.7%. So, some – very good results in most of our markets and Easter shift hitting us a little bit on New York and South Florida.
Anthony Powell : Got it, okay.

Also, in your release, you mentioned that you remain focused on executing revenue management international mix and e-commerce strategies. Could you give more detail on what you meant by that? And are you changing any kind of strategies in those buckets?

Neil Shah: No, Anthony, based on the international side, a lot of our international strategy has been in identifying the countries that are still traveling or not has impacted by the strong dollar. In New York City, it’s a good example of a market where we’ve discussed how the Eurozone was a real drag on international demand last year and then we have shifted a lot of our focus to the UK and to Asia. This year, we are actually starting to see a rebound in Eurozone travel and are expecting positive momentum to continue throughout the year, particularly from Italy and from Spain. We have seen weakness in the UK and Canada but are seeing real pick up in contribution from China.

China, we’ve been talking about China as an industry for years, but it’s really starting to build real momentum. China used to be in our list of – New York City contributing countries used to be number 12 or number 13, this quarter, in the Q1, it was the third largest contributor to our business. And so it’s targeting the right mix in the right countries. In Miami, we’ve been preparing for impact from South America all across last year as we’ve discussed in these calls, it didn’t have a particularly strong impact in the first half of last year, but as the year continued, it really did build and we’ve discussed in our prepared remarks how much of a decline there was from South America. But there has been a significant increase from – we mentioned in my remarks about the UK and The Netherlands, but we are also seeing increased contribution from the Middle East.

We have seen a lot of - Qatar added a flight to Miami as well as Turkey, there is now a non-stop flight from Turkey as well as from Austria, from Vienna. And so, we are just targeting where that international business is coming from and trying to approach those customers through both our FIT channels as well as our e-commerce channels. Revenue management strategies, as you know, we are very close to the ground on all of our revenue management activities and across our markets where we have to respond to pretty short-term booking windows by making changes and testing new strategy. In New York we are, in some cases, taking much more L&R business than we may have last year as a way to protect from being completely vulnerable to transient mix. We’ve been continue to try to reduce OTA exposure generally speaking, but in some cases, we are increasing it – that’s where we see that base in demand picking up from other channels.

It’s hard to describe it in about going asset-by-asset, but we are honest and very focused on it.
Anthony Powell : Thanks a lot.

Operator: Our next question comes from Shaun Kelley with Bank of America. Shaun Kelley : Hey, good morning guys. Jay, I apologize, as I missed the very first part your comments, but, I think what we are trying to understand this morning is it does sound like your core underwriting, if we just sort of strip out all of the movements with the Cindat JV, is a little bit lower for the year.

So could you help us understand of the – kind of decrease in guidance, how much kind of comes from just worst disruption this quarter and maybe into April than you expected on renovations and how much do you think is a lower co-underwriting on what you are seeing?

Ashish Parikh: Hey, Shaun, this is Ashish. Yes, when you look at sort of the gap, we moved roughly $18 million of EBITDA from hotel to – and if you take the midpoint of our EBITDA range, that’s about a $5 million decrease from what we had put out in the beginning of the year. Give or take $2 million is from the first quarter results in renovation impacts just softer market conditions that Neil described, and then we’ve built-in about $3 million of cushion for the rest of the year or reduced our outlook by about $3 million and that’s primarily from the standpoint of just not knowing how the transient demand is going to be picking up by having a better outlook for the remainder of the year than we did in the first quarter. We feel more constructive now that was past kind of the worst months of the year, but overall, we thought it’s prudent to keep a little bit of cushion in the guidance.
Shaun Kelley : And, Ashish, maybe just a follow-up then, like what specific markets caused the softness in Q1? And then where do you think, what are you looking to, to get a little bit more confident in the outlook?

Ashish Parikh: Sure.

Three markets that were difficult in the first quarter for us, one was Boston, as Neil mentioned, Boston had 25.3% of RevPAR growth in our portfolio last year and 760 basis points of margin growth. So it was just below last quarter and a lot of that was demand from conventions that take place a lot of it, probably a majority of it was also driven by the fact that they had a 120 to them. So, it’s almost like strong standing for that region with a lot of displays Residence that had based on rooms, passengers at airport that was a challenging market but certainly turning around and has turned around in April. Miami was weaker than anticipated and I guess, our outlook for Miami for the remainder of the year is that it will be more challenging than we had anticipated with the closure of the convention center and the softness in international conference – as well as flights. I think our outlook in New York remains the same and it will be better certainly for the back half of the year as in the first quarter.

Those are really the markets I think in the first quarter.
Shaun Kelley : Okay, that’s helpful. Thank you very much guys.

Operator: Our next question comes from Ryan Meliker with Canaccord Genuity.
Ryan Meliker : Hey guys.

Good morning. I have a few questions. I wanted to start with the Cindat transaction. Obviously, you guys, in your guidance announced an expectation or at least an assumption that it will close on Sunday, so it sounds you guys are pretty close. I know when you put out your initial announcement for the transaction, you had said it would close by the end of March and then, when you put out your earnings in late February, you had said you were expecting it to close in April and now it’s up to May.

I understand that that’s a challenge associated with some of the foreign capital providers, but what’s the certainty that it’s actually going to close in the next week or so? And if I recall correctly, when the deal was initially structured, you only had a little over $6 million in downpayment on the transaction. Has that number increased over the past couple of months? Thanks.

Neil Shah: Ryan, just to get it started, we are in the closing process on the transaction and it is imminent. We are hoping to time it with our release, but as all big transactions, and particularly with international capital involved, there were some slips across this last week that prevented us from timing it just right. The – across the last month, we did increased deposit to $14 million and the transaction is now in the stage of just closing on the financing.

The slips over time were just – were related to dollar conversion from China. As we had talked about in previous calls and in our discussions with investors, Taikang Insurance and Cinda Asset Management are set up and have a mandate to invest overseas and so it was never a question of if but just when, there was a big line of capital that needed to be converted and with so many trying to get through a tight funnel, there was delays in that. But we are very close to closing and should be able to release something within the next week or so.
Ryan Meliker : Okay, now that’s helpful and I fully understand the challenges of foreign capital getting into US and the delays it provides across all transactions. So, is it safe to say that the buyer now has all their capital in the US? And that’s no longer the hurdle?

Neil Shah: Absolutely.

The issues we are going through now are just related to the financing, the debt financing where we do have some international participants in that line as well.
Ryan Meliker : Okay, that’s really helpful. And then, with regards to the financing, I think, I missed it, but how much preferred are you guys issuing and then it sounded like, you are issuing preferred at 9% fixed which was below the pricing for the mez loan. Was that correct? And if so, how did you guys think about that? Are you getting any other benefits from issuing that seller financing on the preferred line?

Ashish Parikh: Yes, Ryan, we are issuing $37 million of preferred and the range will be between $37 million, say $40 million depending on how the transaction is – it’s a fixed time for saying coupons, the mez is at plus 9. So, give or take within $50 million lines of mez and from our standpoint, it was – with the mez market being in somewhat of a state of disarray, the capital cost was at back and it’s $40 million which has simply constitute expenses and we were happy to take the, 9% money with the goal that in a few years we would probably finance out them all mez tax.

Ryan Meliker : Okay, that’s helpful. And Ashish, is it safe to assume that all of the capital transactions both on the preferred issuance side on the JV and the preferred redemption side are incorporated into your guidance?

Ashish Parikh: Yes, yes. So when I talk about our $10 million EBITDA contribution from the unconsolidated JV, that builds in for this year roughly $2.2 million of EBITDA we will receive from the preferred investment that we make into the venture. Ryan Meliker : Great, that’s helpful. And then, the other thing I wanted to ask you guys about was as we look out, it seems like you obviously assuming RevPAR growth is going to materially re-accelerate that’s always great to hear, I guess, one of the questions I had was, Manhattan was actually an outperformer for you in the first quarter which I think is a pleasant surprise as people get worried about New York performance, but you are now reducing your exposure to Manhattan pretty materially.

I am wondering, if the Super Bowl had any material impact in 1Q for you driving your Bay Area hotels up and some of the challenges that you saw in Marina Beach with the renovation at the convention center in the first quarter will start to show up later in the year. How do you think about all those things in terms of driving your outlook for the remainder of the year?

Neil Shah: Ryan, in a couple ways, Miami is going to take some kind of, one at a time, with Miami we do – we are preparing for a tougher environment in Miami Beach at least. We have three assets in Miami Beach, one in Coconut Grove and one in Key West. We continue to have good outlooks on Coconut Grove and Key West, but we do believe that Miami Beach is going to be a more difficult market. We think it will be – we won’t be faced with the difficult of the comp as we had in the first quarter.

So we expect that the year-over-year performance as the quarters go in Miami Beach, we will actually improve. In New York City, we are – the seven assets are great hotels, but they are our lower growth assets in Manhattan and so the assets that will remain in the comparable portfolio are our more higher growth assets in New York City and so we do expect that we will continue to be able to produce meaningful growth in New York across this year. I think, the comparables for just by quarter, we had a 9% comp in the first quarter of 2015. And then it drops to a 5.8% comp in the second quarter, a 6.9% comp in the third quarter and a 4% comp in the fourth quarter. We think in the face of these kind of decreasing comparable, we should be able to continue to perform and accelerate our performance.

Ryan Meliker : That’s thoughtful and then Bay Area, did the Super Bowl have any material impact on the first quarter results?

Neil Shah: On our Sunnyvale asset, our Sunnyvale asset is few miles away from Santa Clara, but the East Bay – our East Bay Hyatt Houses had very negligible impact if at all. It’s quite a distance and same with Monterey. Our strength in those areas are a function of good business demand and good strong extended stay demand. The TownePlace Suites in Sunnyvale, we’ve now owned it for about one and a half quarters and so, we expect to continue to have good growth out of that asset regardless of the Super Bowl with just our business plan around revenue management and our new sales strategy. We’ve – for the first time, this hotel has a salesperson dedicated to the asset on-site and we have started to shift our business from being overly reliant on one or two companies, Apple namely to spreading the business around to a bunch of other firms that are located also close by the hotel.

And so we are still very positive about Northern California and Southern California. In Southern California, we had great performance in LA. We had growth in Santa Barbara, but we expect that that will accelerate as the year goes on. And in San Diego, we had a tough quarter. San Diego is a market, was okay, but the, we are in the Marriott system with our Courtyard there and the large Marriott marquee was under renovation and all of their meeting space was under renovation.

So that led the big Marriott to be playing in the same transient and corporate channels that we do at the Courtyard. As that renovation completes, we will be able to kind of own that part of the market again. And the convention calendar is looking very strong in San Diego. So our expectations for the West Coast, for our West Coast portfolio remain extremely strong.
Ryan Meliker : Great, that’s helpful and thanks for fielding all those questions.

I appreciate it.

Operator: Our next question comes from Chris Woronka with Deutsche Bank. Chris Woronka : Hey, good morning guys. Wanted to just go back to that guidance for a moment and I think you mentioned that $5 million is coming out in addition to the JV, three in the first – or two in the first quarter and three is kind of cushioned for the rest of the year. Of that, I guess, $3 million cushioned for the rest of the year, I mean, how you guys distribute that? Is that a lot of New York or is it little bit of everything or something else?

Ashish Parikh: Chris, it’s a little bit of everything, but I would say that it’s definitely not New York-centric.

It’s more couple of the markets that we discussed, mainly South Florida, as it went to some of the – down there. But really, other than that, it’s just a little bit more spread across. There is no one market outside of that that gives us lot of concern.
Chris Woronka : Okay, fair enough and just to go back to the New York angle, rates down in the quarter, obviously not a surprise. We’ve been seeing it in the numbers, but I guess, I want to get an update on your guys’ outlook for supply.

I mean, I know there is about 10,000 rooms in Manhattan under construction. Do you have any conviction that the pricing will stabilize or do you underwrite scenarios where it gets worse?

Ashish Parikh: Our outlook for supply for 2016 and 2017 is around 4%. We started the year with a 4.3% assumption for 2016 for supply. We’ve already brought that down by a few 5.3%, 5.4% with the delays that we are seeing in construction on several assets. And so it’s meaningful supply, but once again it’s much less than the headline numbers that you might read in the newspaper or even out of some of the other consultants.

Supply, the supply picture is getting better. It’s tough, but it’s getting better. And so, our expectation is that we will start to get some rate in New York as the year goes on. We’ve now had the strong dollar for 18 to 24 months and so, our expectations for this summer is that that will have a better international contribution than we have in the past or at least at a better rate. And the fourth quarter – the third and fourth quarter were pretty easy comps for New York City and so we expect to have some growth this year.

Chris Woronka : Sure and just going back to those nine additional assets, suburban assets you’ve identified for sale, I think you said 150 to 200 proceeds. Is there any way to frame a multiple on that or a cap rate or just what the EBITDA contribution?

Ashish Parikh: Just in terms of our cap rate assumptions for them there, they range in that kind of 7.5 to 8 cap range. We are – there is – these nine assets are all being actively marketed right now and we are starting to have bid dates on several of the assets, one asset is actually already under contract. We are selling many of them – seven of the nine hotels as hotel, two of the assets are being sold or being targeted to be sold to residential retail developers. In those cases, the cap rates will be sub five and we have a couple of assets that might have nine kind of ranges on them.

But on average, I think it’s 7.5 to 8 cap range is probably fair.
Chris Woronka : Okay, great. And then, as finally for me, it sounds like you’ve wrapped up the Manhattan renovations for the most part. Looking out for the rest of the portfolio, in the rest of the year, do you see any more, I guess, brand mandated renovations on the horizon or the Hampton stuff kind of the biggest piece.

Neil Shah: And that was the biggest piece.

As the year goes on, we are doing some restaurant-related renovations at the High Union Square and at the St. Gregory Hotel in Washington DC, as Ash mentioned in his remarks, they are not going to be disruptive on the room side of the business. The brand mandated kind of refreshes will start to pick back up again next first quarter.
Chris Woronka : Okay, very good. Thanks guys.

Operator: Our next question comes from David Loeb with Baird Investment. David Loeb : Good morning. I just wanted to follow-up briefly on, I guess, the first part of Chris’s question about the guidance. Ash, you talked about just being a little more conservative for the balance of the year. In terms of the RevPAR, should there be some boost that offsets some of the conservatism coming as a result of the Cinda hotels moving into the joint venture?

Ashish Parikh: Yes, as we mentioned, we think – I think during the last call we mentioned it, moving these seven assets should give us about a 50 basis points, because they are a slower growing part of our Manhattan portfolio.

So that should help from the RevPAR perspective obviously, closing in the first quarter, we’ve got boost we are able to keep the 4% to 6% off and we feel pretty good about – of that range for the rest of the year.
David Loeb : Okay, and then, could you just talk a little bit more about capital allocation? I am sorry if I missed this earlier in the call, but what are your thoughts going forward for use of proceeds in addition to the 1031 you already announced?

Neil Shah: We are planning to immediately, in May, June pay off our, $115 million will be deployed to pay off the – our preferred series which is paying an 8% coupon and so that will be a very accretive way to reduce some leverage. Overall, we are planning out of the $350 million to $360 million of proceeds from the transaction to allocate $250 million for debt paydowns, the preferred as well as just paying down the lines. We will continue to look at acquisition opportunities in the marketplace. There is nothing imminent on the horizon or anything really bubbling up that attractively right now in our pipeline.

But we will continue to look for opportunities to acquire hotels like we have across the last six months assets that are accretive to our cash flow and accretive to our growth rate for the portfolio. On the buybacks, David, we’ve – across the first part of this year, we’ve bought back about $10 million of stock. So significantly less than last year. We wanted to see how – to really assess the timing of the Cindat transaction and our cash available for being more aggressive in the buyback side. But we have about $63 million left on our authorization.

The Board is very comfortable with increasing that authorization when the time comes. I mentioned in our – in my prepared remarks that, that the target that we’ve been using across this year is kind of a 30% to 35% discount to NAV being defined as opportunistic. Last year, we were using kind of a 20% to 25% discount to NAV. So a little higher hurdle. But something we still continue to bleed in and we will continue to execute.

David Loeb : Great, thank you.

Operator: Our next question comes from Wes Golladay with RBC Capital Markets. Wes Golladay : Yes, good morning guys. You mentioned possibly doing more with the partners at overseas as Cindat, would that be joint venturing with other assets in your portfolio or you guys looking at new assets to get it?

Neil Shah: There is other assets, we’ve talked about, a lot of different opportunities. This venture is set up so that it could take – we could contribute additional assets to it.

And there are some assets in our portfolio that would be a good fit for this existing venture. We’ve also discussed other opportunities that have been brought to them or that we’ve looked at that may not be a good fit for our balance sheet at this time. And so, we are looking and considering a lot of different opportunities with them, but probably most immediately, it would be existing assets in our portfolio.
Wes Golladay : Okay, and would those be mainly the gateway assets in New York, Miami, maybe, Los Angeles, somewhere around in that area or are they willing to take some of your non-core assets you are looking to sell?

Neil Shah: No, it would probably be more gateway-oriented. We – JFK is a possibility.

But generally, they are more focused on the gateway market.
Wes Golladay : Okay, thanks a lot.

Operator: Our next question comes from Tayo Okusanya with Jefferies.

Omotayo Okusanya: Yes, most of my questions actually has been answered, but, just given your acquisition outlook right now, could you put some type of probability around you doing more 1031 or you actually not paying out proceeds from recent asset sales as a special dividend and how large that dividend could be?

Neil Shah: As far as the capital gains from the Cindat transaction, if we were to deploy in acquisitions, it would be about $110 million. If it was to be a special dividend of cash or stock it would only be $35 million in order to cover our exposure there.

In terms of probability, we are still close to the ground on our six markets and do get a proprietary kind of pipeline of assets and I would say that the probability is high that we will be able to find acquisitions for $110 million that allow us to grow our EBITDA, while still slightly be leveraging with those acquisitions. We have – after the day of closing, we have 45 days to identify assets and can identify 100 assets around the country as many as you like. And then you have six months to close on those assets. So, in between, now and the end of the year, I think it’s fairly likely that we will find opportunities. But at this moment, right now, we don’t have anything circled or available and so, we feel very good that we don’t have a gun to our head in anyway and we have the option of doing a special dividend if that makes the most sense at the time.

Omotayo Okusanya: Got it, okay. Thank you.

Operator: Our next question comes from Bryan Maher with FBR & Company. Bryan Maher : Yes, good morning and most of my questions have been answered also, but I do have kind of a bigger picture question. So, we’ve heard as you said earlier in your call, from a lot of companies so far for the quarter, and I guess my question to you guys is and thanks for the commentary on the market and the regions, but would you put yourself more for the balance of this year in the Marriott and Hilton optimistic camp? Or one of your competitors who was decidedly negative and I think you guys are straddling somewhere in between, but can you give us a little commentary on bigger picture what you are seeing for the industry for the balance of the year?

Neil Shah: I think we are attending more towards the C Corp view that’s been expressed so far.

I think we’ll likely see more REITs express that view also as the earnings season continues. I saw quickly host comments that were also pretty constructive. Our portfolio isn’t – we don’t have the significant exposure to San Francisco, which has been a phenomenal market, but I think, is a market that causes some investors and some managers some concern as the year goes on, the closure of the Moscone Center and just the level of the tax boom in that marketplace I think would make investors a bit concerned. We’ve always focused on smaller new built assets that really meets the taste and preferences of today’s travelers and our portfolio and our markets give us confidence today. We talk a lot about international demand, but by far, our greatest contribution is from domestic demand and the US economy is in very good shape.

We see employment continue to increase, oil prices haven’t been great for the overall stock market, but they are really good for consumers. And I think we’ll start to see, even corporates start to enjoy the benefits of lower energy prices in the coming quarters as well. The East Coast, I think is – has been challenging relative to the West Coast across the last two, three years, maybe in four years and we see that with potential to turn as the year keeps going. And we also look just directly at our six markets. We look at our six markets that convention calendar in these six markets is very strong across the remainder of this year.

And so we are not banking everything on the macro side. The macro side though is, we are definitely coming off of the poorest quarter all expectations are for us to continue to mull wrong with 2% to 2.5% GDP growth as we’ve had. But then when we get might grow into our market, we look at the convention calendar, we look at improvements in the international demand and we look at business plans that we are executing at our properties. We’ve added five to six properties across the last 12 months and it takes us 24 to 36 months to execute our business plans. And so we are going to have some tailwinds from the revenue management and asset management changes that we’ve been executing so far.

Bryan Maher : Thanks. That’s very helpful.

Operator: That does conclude today's question and answer session. Neil, at this time, I’ll turn the conference back to you for any additional or closing remarks.

Neil Shah: No, I think that does it.

I know that everyone has some other calls to get on too. But it was a pleasure to speak to you all and we’ll be around all day and look forward to hearing from you if we can clarify anything else. Thank you.

Operator: This concludes today's conference. Thank you for your participation.

You may now disconnect.