Earnings Transcript for HT - Q1 Fiscal Year 2022

Operator: Hello, every one, and thank you for joining the Hersha Hospitality Trust First Quarter 2022 Earnings Conference Call. My name is Darius and I will be moderating your call today. [Operator Instructions.] I now have the pleasure of handing you over to Andrew Tamaccio, please go ahead, Andrew.

Andrew Tamaccio: Thank you, Darius, and good morning, everyone joining us today. Welcome to the Hersha Hospitality Trust First Quarter 2022 Conference Call. Today's call will be based on the first quarter 2022 earnings release, which was distributed yesterday evening as well as this morning's announcement of our definitive agreement to sell our urban select service portfolio. Before 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 considerably different from any future results, performance or financial positions. These factors are detailed within the company's press releases as well as within 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, Andrew, and good morning, everyone. Joining me this morning are Jay Shah, our Chief Executive Officer and Ashish Parikh, our Chief Financial Officer. And thank you to all of you for joining today's call. We are excited to share that we have signed a definitive agreement to sell seven of our noncore urban select service properties outside of New York for gross proceeds of $505 million or approximately $360,000 per key. By divesting our noncore urban select service portfolio, we are sharpening our focus on luxury and lifestyle portfolio, where we have been generating excellent operational and financial results as demonstrated in our first quarter financial results announced today and where we see great opportunity for growth. Additionally, we are retaining our exposure to New York, which we believe is at the beginning of a very strong recovery and see tremendous unlocked value and upside in those assets. As a result of our sale of the urban select service portfolio, we are improving our operational metrics significantly increasing pro forma ADR and RevPAR. We intend to use the proceeds from the sale to provide liquidity for a significant corporate debt repayment. In addition to approximately $75 million of mortgage debt associated with the urban select service portfolio, we expect to reduce net debt by $460 million to $480 million, resulting in pro forma consolidated leverage ratio of 4.9x to 5.1x. And finally, we expect to recast our existing credit facility, which will eliminate debt maturities through 2024. This will provide significant financial flexibility to continue growing our core portfolio. Following the completion of this transaction, we will own 26 hotels in six key destination markets across the United States. On a pro forma basis, the remaining portfolio's total RevPAR based on 2019 performance will increase from $206 to $219. Total ADR will increase from $247 to $262, and EBITDA per key will increase from approximately $32,000 to $33,000. We are very excited about this transaction and what it means for Hersha moving forward. With that, I'll turn to the quarter. When we last spoke in mid-February, all indicators pointed to a demand recovery through the spring. Since that time, the rapid acceleration of the recovery has surpassed our expectations. We significantly outperformed our internal forecast for the first quarter on both top line and profitability metrics. This accelerating demand recovery took hold across our entire portfolio and has continued into April and we expect this trend to gain further momentum throughout the year. Property level cash flow sequentially improved from $3.8 million in January to $12.1 million in March, our most profitable month since the onset of the pandemic. In March, our 33 hotels posted high watermarks on top line statistics since the onset of the pandemic. Our revenue managers successfully executed our strategy of driving rates, resulting in a 10.5% ADR growth compared to the first quarter of 2019 as the Omicron spike in January waned and demand rapidly recovered to close the quarter. Rate integrity has remained one of the hallmarks of this recovery for the industry and is key to the recovery for lodging. Based on year-to-date performance from our resorts to our urban clusters, we believe strong ADRs will not only prove sustainable, but continue to improve throughout the year and across our high-quality portfolio. We are encouraged to see RevPAR closing the gap to 2019 levels, even before a recovery in business transient and group occupancy has fully come to fruition in our gateway markets. While we have experienced a dramatic sequential improvement in urban demand in March, it's the continued demand growth we have seen so far in April, coupled with our projected gateway market growth we project for the second quarter that will push RevPAR higher from here. The rapidly improving operating environment we are seeing in our markets provides a clear trajectory of growth for our portfolio as we move into the second quarter. Shifting focus to our market performance. Once again, our resort portfolio continued robust performance throughout the quarter, with occupancy just shy of 70% and RevPAR growth of 28.6% relative to the first quarter of 2019. The resort portfolio generated $15.2 million in EBITDA, a 21% increase to the prior quarter and approximately 80% growth on the first quarter of 2019. Our properties in Miami and Key West once again benefited from the unprecedented demand and pricing power in the South Florida market. The Parrot Key Hotel and Villas was our best-performing asset during the first quarter from a RevPAR growth perspective as 85.2% occupancy and a $579 average daily rate resulted in a $494 RevPAR, which surpassed fourth quarter 2019s RevPAR by 68%. Parrot Key generated $4.5 million of EBITDA for the quarter, a record for the property and 161% increase to the same period in 2019. We have seen continued strength at the Parrot Key through April and expect continued outperformance throughout 2022. The Miami Beach market turned in another great performance in the first quarter as the Cadillac had its best EBITDA producing quarter ever, generating $5.5 million; a 73% increase to first quarter 2019. The Ritz-Carlton Coconut Grove rounded out this record-setting quarter with 19.5% RevPAR growth compared to the first quarter of 2019 and generated $1.8 million of EBITDA, its best quarter ever, and the 72% increase through the first quarter of 2019. We expect to see very strong momentum in the South Florida markets moving forward, driven not only by the traditional leisure traveler, but also by the clear uptick in future business travel related to the influx of notable tech, finance and cryptocurrency companies that have relocated to an open new office space throughout the Miami market. In California, the Sanctuary Beach Resort continues to demonstrate the pricing power of well-located, high-quality differentiated offerings, posting ADR of $478 for the quarter; an increase of 76% to 2019, leading to RevPAR growth of 36.7% compared to 2019. The Sanctuary posted EBITDA of $641,000 for the quarter, a more than 3x increase to the same period in 2019. Turning to our urban gateway markets. We are seeing strong demand growth even with the return of business travel in only its early stages, which will be the next leg of recovery of demand in urban gateway markets. As we all know, urban demand has been disrupted in prior quarters due to Delta and then Omicron. But there is more momentum today than we've seen since the onset of the pandemic. More companies are returning to the office, more conferences are taking place in person, and TSA data and airline earnings suggest Americans are traveling via air at the highest rate since 2019. And while the sequential growth acceleration I mentioned earlier has positively impacted our entire portfolio, it has been most pronounced in our core urban markets. While occupancy continues to recover, we have maintained pricing power across the markets that were most severely impacted by Omicron. Our urban hotel ADR of $218 in March is only 2.5% below March of 2019. The strength was driven by Boston, flat to 2019 at $228, Philadelphia, down just 1.2% at $241 and Manhattan, which was down only 2.5% at $21. Notable performers for March include the Rittenhouse Hotel, which closed the month with an ADR of $601, 34.6% above 2019. The Ritz-Carlton Georgetown, which generated an ADR of $554 18% higher than 2019. The Boston Envoy with an ADR of $327, an increase of 6% to 2019 and Hyatt Union Square, where ADR of $324 was about 5% ahead of 2019. The continued rate strength drove RevPAR for our urban portfolio, up 31% in the last two weeks of March compared to the first two weeks. All of our urban markets have experienced sequential growth, the largest drivers though have been Philadelphia with 39.5% growth, Washington, D.C. with 36% growth and Manhattan at 28.1% growth. RevPAR growth has continued into the first half of April and is expected to build for the quarter. In a similar fashion to the urban demand recovery, the return of business travel has grown incrementally after a severe impact from Omicron. According to SAP, 77% of U.S. travel managers reported they had more employees traveling in March than February. In addition, 96% of U.S. travel managers said their travel spend will increase in the next 12 months, predicting an increase of 34% on average. This trend matches what we are seeing on the ground, where the majority of our business travel for Q1 occurred in March. In New York, the reduction to our on-the-books occupancy for both group and business transient has improved by 50% from January to mid-April. While there is still ground to make up, the improvement has been clear and consistent. We believe this rapid improvement in our urban portfolio and the continued recovery of business travel provides a clear trajectory of growth for Hersha's uniquely positioned portfolio. From a strategic standpoint, our public market valuation continues to be significantly discounted to private market values for our assets and our deliberately assembled portfolio. It is our view that as performance continues to accelerate and replacement values skyrocket, this gap will close through continued EBITDA production. That being said, our cycle-tested and highly skilled management team will continue to evaluate any and all opportunities to close this public to private market value gap. While using the financial flexibility that our recent transaction offers to focus on the parts of the portfolio where we can add the greatest value in the early stages of this recovery cycle. With that, let me turn it over to Ash to discuss in more detail our financial performance and outlook.

Ashish Parikh: Great. Thanks, Neil, and good morning, everyone. I'll be sure to leave plenty of time for questions on our recently announced transaction after my prepared remarks. So, my comments will focus on the rapid accelerating demand improvement we witnessed across our portfolio as the first quarter progressed and its impact on our margins and cash flow, before closing with an update on our balance sheet and outlook for the current quarter. As compared to 2019, our January comparable store RevPAR was down 31.5% for the month. With the resurgence of demand across our portfolio, February and March performance reduced the deficit to 13.4% and 14.2% respectively, the lowest spreads since the onset of the pandemic. The strong demand at our leisure-oriented properties and the recovery of demand at our urban hotels in the back half of March also allowed us to drive rate with ADR exceeding first quarter 2019 by 10.5% for the comparable performance. Due to the seasonal nature of our portfolio, the first quarter is typically the softest quarter of the year. Coming into the year, we forecasted a corporate cash flow loss for the first quarter, and we're extremely pleased with our ability to generate $23 million of property level cash flow and approximately $3 million of positive corporate cash flow during the slowest quarter of the year that was significantly impacted by the pandemic. This cash flow generation was driven by the strength of our margins during the entirety of the board. Our ability to drive ADR growth along with our stringent cost controls and asset management initiatives resulted in GOP and EBITDA margins for the quarter of 40.8% and 28.3%, respectively; roughly 370 basis points better than first quarter 2019. The incremental growth in occupancies in conjunction with our focus on rate integrity and expense savings initiatives resulted in margin expansion and material cash flow generation at our hotels in March as comparable GOP and EBITDA margins for the month came in at 47.4% and 34.7%, respectively; both higher than March of 2019, and we are witnessing this type of margin performance in April as well. Our South Florida cluster led the portfolio again this quarter with 45.9% EBITDA margin, highlighted by the Parrot Key, Cadillac and Ritz-Carlton Coconut Grove. The Parrot Key finished the quarter with a 59.8% EBITDA margin, a 2,100 basis point increase to first quarter 2019, while the Cadillac generated a 58.2% EBITDA margin, exceeding first quarter 2019 EBITDA margins by more than 1,000 basis points. Robust results were also seen at our California drive to resort as our Sanctuary Beach Resort in Monterey and the Hotel Milo in Santa Barbara generated EBITDA margins that were both more than 1,500 basis points above our 2019 margin for the same period. As we progressed into March, many of our urban luxury and lifestyle assets also began to drive increased profitability. Notable performers include the Ritz-Carlton Georgetown, Boston Envoy and Hyatt Union Square, each posting EBITDA margin growth greater than 500 basis points higher than 2019. Over the course of the pandemic, our portfolio has undergone a transformation as we have traded strategically selected assets to maintain operational flexibility. On a same-store basis, first quarter hotel EBITDA came in just 7.7% below 2019 levels. As demand continues to recover, we expect to reduce the spread to 2019 to less than 3% in the second quarter, traditionally one of our most profitable quarters of the year. Our recent performance and outlook fortifies our view through this pandemic that based on rate integrity and cost controls, our EBITDA will recover back to 2019 levels before RevPAR fully recovers. And our portfolio is clearly seeing this dynamic play out. A few closing remarks on our balance sheet and outlook for the second quarter. Neil clearly presented the strategic rationale for our transaction and our ability to pay down between $460 million to $480 million of net debt is also transformative for our balance sheet and company. We are in close contact with our bank group and anticipate refinancing our revolving credit facility and paying down the majority of our unsecured notes with the proceeds from the asset sales we announced earlier today. The debt paydowns are forecasted to reduce our leverage by approximately two turns and paydowns of our unsecured notes will also significantly reduce our interest expense and improve our credit and covenant metrics. The detailed financial rationale and impact on our leverage metrics are clearly laid out in the supplemental presentation that is now on our website. Transitioning to second quarter outlook. Month-to-date in April, we've seen continued top line growth across our portfolio. RevPAR is expected to increase nearly 20% from March. Although South Florida will once again produce the largest share of revenue, and while our resort portfolios continue their unprecedented run, it is our urban markets that are outperforming our forecast at the highest level, and we're forecasting a continuation and further acceleration of these trends during the second quarter. The largest outperformances from prior months have been Manhattan, Washington, D.C. and Boston. Each is projected to surpass 70% occupancy and outpace March RevPAR by 30% to 40%. With our sights set on the recovery, which has already begun to actualize across the entire portfolio and today's transformative transaction, we remain laser-focused on operational performance of the portfolio and pursuing other accretive opportunities that become available throughout the cycle to highlight the value of this portfolio. So, with that, that concludes my portion of the call. And we're happy to address any questions that you may have. Operator?

Operator: Thank you. [Operator Instructions.] Our first question comes from Dori Kesten. Please go ahead, Dori

Dori Kesten: Hi, thanks, good morning. Congratulations. On your Q4 call, you talked about marketing to Pan Pacific, but otherwise being opportunistic on sales. Can you detail what happened between then and today's sale announcement?

Neil Shah : Sure, Dori. We continue to look, as we always do, we are very active in the acquisitions and dispositions market. And in order to create more financial flexibility, we have been looking at asset sales now for several years. You'll remember, last year, we sold six hotels early part of the year. And this -- towards the end of -- I guess, in the Q4 call, we spoke about Pan Pacific and Seattle. We spoke about our joint venture in South Boston. We've spoken about New York hotels in the past as well. But we felt like at this time we were getting very strong pricing on the portfolio that we announced today and to be able to achieve a transaction at close to our net asset value for those assets drove the transaction today. It's not to say that there won't be additional asset sales, including ones that we've talked about in the past. But right now, we felt like this was the best opportunity for the company to reduce some debt.

Dori Kesten: Okay, Neil. And you mentioned on the call that you're close to recasting the credit facility. And I was just wondering what changes should we expect beyond pushing out your maturity?

Ashish Parikh: I think, Dori, this is Ashish. So right now, we are -- we've had a lot of conversations with the bank group. Clearly, it will be pushing out the maturity. Number one, we're looking for different ways to structure covenants as we still continue through this recovery period. But even in our current covenant, the way our current covenant is set, we are anticipating being out of our waiver period and clearing covenants by the end of the second quarter. So, I think it will be just some more flexibility on covenants and extension of maturities.

Dori Kesten: Okay, thank you.

Operator: Our next question comes from Tyler Batory from Oppenheimer. Please go ahead, Tyler.

Tyler Batory: Good morning, thanks for taking my questions. First one for me on the asset sales side of things, certainly, a lot of positives. But one of the things that stands out is going to be the increased exposure to New York City. So, could you just talk a little bit about your comfort level with that exposure, your conviction in terms of New York City and Manhattan in terms of the recovery? And maybe just remind us the differentiation or competitive advantage you think those assets have in the market?

Neil Shah : Sure, Tyler. We continue to believe in the long-term prospects for the New York City lodging market recovery and see a tremendous amount of unlocked value and potential upside in those assets. We have -- we're starting to see the performance on the ground every week really accelerate. But I would say that we haven't seen the transactions market in New York, get as mature or at least as stabilized as some of the other markets. We've mentioned in prior calls that the New York City market benefits from a lot of international buyers and a lot of capital that's currently just not active. But -- so it's a combination of both things. But New York, for us, we expect to provide among the highest growth in the -- of all markets in the country, really for the next several years. So, we are pretty bullish on New York. It's not to say that we won't in the future, sell hotels in New York, but we felt like for the coming quarters, the ramp-up we expect on performance is so strong that today, we are very happy to be long New York.

Tyler Batory: Okay. Great. And then just as a follow-up, I think one of the key focuses from a lot of investors right now is just the sustainability of the pricing power. And clearly, in Q1, you demonstrated that with a very strong rate growth. The commentary that we're hearing sounds very optimistic in terms of April and beyond. But just talk a little bit more, if you could, about your perspective on how strong rates -- or how long we can remain at these strong ADR levels as corporate travel comes back? Do you think that could be a net positive for rate growth? And as we kind of move through into the summer, are you seeing any indication perhaps that some of the strength on the leisure side of things might be slowing down a little bit.

Ashish Parikh: Yes. Tyler, as far as margins go, the way we're looking at it is we're pretty much fully staffed up at our resorts at this time, which are achieving peak occupancies and very high rates. So, we do believe that the operational model has changed there. And with the rate integrity that we have at these resorts, we think that those margins are sustainable. At the urban properties, we are still about 2,000 basis points below on occupancy than we were in 2019. Most of our fixed labor, the general managers, the front desk managers and others are back on the property -- and really, everything that we have to add now is going to be variable labor and housekeeping maybe more bellmen, front desk attended. That gets solved easily by occupancies coming back. As you know, our portfolio generally runs in these urban markets anywhere from mid-80s to 90s in occupancy and we're still in the 70s, which is strong, but a long way to go. So, with additional occupancy, we believe that our pricing, which is now getting to be anywhere from 3% to 5% off on 2019 in these urban markets is going to exceed urban market RevPAR ADRs from 2019, probably in Q2 or Q3, which is really going to drive margins even further. So, we feel that the margins are very sustainable. The margin growth is sustainable going forward.

Tyler Batory: Okay, great. Definitely appreciate the details. Thank you.

Operator: Our next question comes from David Katz from Jefferies. Please go ahead, David. David, your line is now open. Could we call taking your questions, David?

David Katz : Apologize, thanks for taking my questions. I wanted to just go back and focus, if I may, on the New York remaining portion of the portfolio? And just talk about how you see that evolving, call it, one, two years, one from is it a -- do you feel like it's well capitalized and/or what capital you'll be spending there? And second, we continue to hear more and more, and personally, we expect a midweek business travel recovery that's really in the very early stages. But I'd love your thoughts on sort of how you see that portion of the remaining portfolio evolving.

Neil Shah : Sure, David. Just on your second comment, and Ash just touched on it as well, but just that is what is so impressive and remarkable today is the midweek performance in New York as well as in several of our other urban markets. We're getting to the point now that our ADRs in April mid-week are looking like the weekend months. Remember, in weekends were really driving performance. Leisure was driving performance in these major markets the last three, four months. But we've clearly seen that turn. And as you get occupancy up from this kind of 50%, 60% level midweek to 70%, 80% across the next several quarters, ADR will likely continue to grow because we're getting this without conventions without compression. So, our expectation is that urban markets and particularly cities like New York are going to be able to drive very meaningful RevPAR growth through the back half of this year. Our portfolio in New York, with that as a backdrop, it is a good time to own properties in New York. Performance is accelerating, and we're hitting an inflection. As you know, our New York portfolio even through this pandemic was relatively resilient. Our portfolio are purpose-built hotels in New York nonunion hotels that you can operate lean and drive not only great financial returns, but very high levels of guest satisfaction. Our hotels in New York are in New York City are a mix of select service and luxury and lifestyle hotels. They are clustered for advantage, and we're able to drive real advantage in this market with our nearly two decades of experience, buying, building, developing, managing hotels in New York. As we look forward, the hotels that require additional capital in the next couple of years to drive portfolio-level EBITDA growth rates; there's two to three hotels that would fit that that criteria for looking at recycling assets. So, I think as we get towards the back half of the year, depending on where the market is, where the pricing is, how many kind of international capital has come back to the marketplace, we could absolutely sell two to four additional hotels in New York in the future. But today, it's a great time to own properties in New York. Our portfolio in New York has shown great resiliency and today is showing really high growth.

David Katz : Got it. And just one quick follow-up. Portfolio wide, is there any sort of deferred CapEx that we should contemplate that may need to be caught up this year or next year.

Ashish Parikh: David, we don't have any significant CapEx on the horizon for this year. For next year, we have three to five projects, which we usually do, they're more in the seven-year refresh kind of carpets, wall, vinyl, things like that and a couple of what we'd consider more extensive renovations. But I think that 2023 will be more back to our normal levels of CapEx or the last few years, we have restricted our CapEx primarily to Life Safety and preventative maintenance, but we've spent so much money prior to 2020 that we don't feel like anything has really been deferred or that the hotels in any way are starving of CapEx.

David Katz : Okay, sounds great. Thanks very much.

Operator: Our next question comes from Michael Bellisario from Baird. Please go ahead, Michael. Your line is now open.

Michael Bellisario: Thanks, good morning, everyone. Just first fundamental question for you. Could you talk about what you saw on the expense side, sort of a follow-up to two questions ago in the first quarter, where the savings were realized and kind of what is left, if anything, to take out on the fixed or variable side? Or is it really to your point, Ashish, going to be the variable labor coming back as occupancy comes back?

Ashish Parikh: Yes. Michael, at this point, it's really the variable component because we ran about 60% occupancy in the portfolio of Q1, but the resorts were well into the 80-plus percent range, so almost into the 80% range. So, there's really not much else that needs to come back at those properties. I mean, getting people and getting variable labor still remains a challenge. No doubt about that. And that will be a challenge through the remainder of the year. But we aren't seeing the type of wage pressures or the wage growth that we've seen over the last couple of years, and we are seeing more people applying for positions, and we are seeing more people returning to the workforce. So that's on the positive side. The -- on the -- in the urban market, as I mentioned, our occupancies were still low in Q1. We continued to see large increases in occupancy post kind of mid-February coming into March, we are restaffing the hotels but some additional expense on breakfast bar and amenities at some of the select service assets. We don't plan on changing housekeeping protocols for the remainder of this year at least. So, from our standpoint, it's really going to be as occupancies continue to go up, we're just going to need to bring back more people to service the rooms.

Michael Bellisario: Got it. And then do these pending asset sales change the outlook for how you think about other expenses, property taxes, utilities, insurance, things like that, anything material from the sale going to affect sort of the growth rate and the ramp up on a pro forma basis?

Ashish Parikh: Not so much, no. We're seeing -- we did see a lot of property tax reductions, which are based on assessments and operating results over the last few years. So that should not change. I think insurance has now come to a point where it certainly has stabilized. We're getting what I would say, firmer quotes as we look to go back to the market and renew our insurance, property and casualty this summer. So, I think that there will still be growth in insurance expense due to hurricanes, wildfires and other catastrophic events that continue to hit markets, but it's not going to be at the same levels that we've seen over the last three to five years.

Michael Bellisario: Got it. That's helpful. And then a clarification on the use of proceeds. I'm not sure I heard it correctly. You're going to pay off the line of credit, the two term loans. And then where did the Goldman note stand in the use of proceeds?

Ashish Parikh: Sure. Michael, we are working through all of that right now. Our desire is to pay off all of the Goldman nodes. We -- this will be part and parcel of the negotiation and kind of reworking our corporate credit facility. But we would anticipate at a minimum, like at least a majority of the Goldman notes will be paid down with these proceeds. The other sort of potential uses of the capital is we'll have to see at year-end, how we -- because there is a big capital gain on this transaction. We do have some net operating losses that we can offset those, but we may be in a position to potentially pay a special dividend.

Michael Bellisario: Got it. And then just last one for me. It's probably early, but as you think about next steps, obviously, there's -- you've hinted that maybe a second wave of dispositions at some point later this year or early next year. Where do you see yourself going on the capital allocation front, maybe 6, 12 months from now? Does this put you in a position to start looking at acquisitions? Or is that still further down the road after the second wave of dispositions might be completed?

Neil Shah : Mike, this is Neil. We're going to continue to try to close the gap with where we're trading versus NAV. And if that means asset sales at different points across this year or next year, that will -- we will execute on that. If we see very attractive acquisition opportunities that would also drive value for the company then we would definitely look at that as well. But right now, we're very focused on driving EBITDA from our core portfolio and staying very close to the marketplace to know when we can transact on assets at private market values and drive growth from our existing assets, which still have a great leg of recovery ahead. Mike, the world is just very volatile. So, we're increasing our financial flexibility so that we have the ability to grow our portfolio as well as continue to take advantage of opportunities to close the gap.

Michael Bellisario: Understood, thank you.

Operator: Our next question comes from Bill Crow from Raymond James. Bill, please go ahead.

Bill Crow : Hi, good morning, guys. Obviously, we've all seen this debt bullets coming at us. And I'm just wondering, two quick questions and then some details. But what other paths did you go down over the last six months to prepare for this liquidity need? And then was the portfolio sold unencumbered by management contracts?

Ashish Parikh: Yes. Bill, let me start with the financing on this. So, we did go down looking at the CMBS markets and refinancing all of our debt, utilizing those markets. We looked at another few kind of refi options. This was more of an inbound inquiry that led to a very quick transaction that, in addition to sort of just volatility in those markets made the clear choice that we wanted to pursue this transaction. So, we have been working on this. And in addition to just working with our bank group over the last six months as well, those conversations have been very fruitful. So, we continue to look at various options. We felt like this was the best one to pursue.

Bill Crow : Ashish, were there other portfolios that were shopped alongside the urban noncore?

Neil Shah : We are not -- we've been having active dialogue for the last six to eight months on lots of hotels, Bill, like we spend a lot of time on some New York hotels in New York portfolios. We didn't see pricing where we felt it made sense yet. We continue to spend time on our South Boston joint venture and hope we'll be able to execute on that at some point across this year. And we continue to look at some single assets even. But I think this started as kind of an inbound around ALS. And then across the last two to three months, there was a pretty -- it was a quiet but a pretty thorough process with all of the major players in the space that could execute on the transaction in this kind of environment. And the hotels are sold unencumbered. That's one of the great values of our portfolio. And our Board and all of us here on the management team are just very committed to acting in making decisions and executing in a way to close this gap that we've been talking about for several years. And the -- there is a big difference between private market values and where public market lodging is trading or at least our portfolio is trading, and we'll continue to make decisions to close that gap.

Bill Crow : Yes. No. Congratulations on the pricing of the deal for sure. If I could just ask two details real quick. Are there any penalty or prepayment penalties that that you're going to have to deal with as you put these proceeds to work? And then number two, is there an opportunity to reduce G&A? I mean, you cut the size the company dramatically over the last three years. I think you're still between cash G&A and restricted stock or stock incentives you're still up in that same range we're in 2019. And I'm just -- that really takes away kind of any flow-through to AFFO, if you shrink the company without tricking G&A.

Ashish Parikh: Let me take the first part of that, Bill. So, there are no prepayment penalties on any of the debt that we had on a portfolio level. We do anticipate the one CMBS loan would be assumed by the buyer. So, nothing there and no repayment penalties of any kind or cost of any kind on the management termination either. So, from that side of it.

Neil Shah : And Bill, on the G&A side, yes, in the short term, the -- we will have moderately increased G&A as a percentage of EV as our existing G&A will stay with this remaining business. But over time, we'll be able to right size G&A, either through the growth of our enterprise value and where we're trading as well as through other ways to share costs with -- and just to optimize the business. I think you'll remember, we cut about 20% to 25% of our G&A across the pandemic. So, I'm not sure if it's at the same level as 2019. It doesn't seem to -- that wouldn't make sense. So, I think we're -- I think we will be at very similar levels, frankly, but it does depend on where our enterprise value is marked. But we are sensitive to it and focused on it, but we don't think it's going to be an outlier.

Bill Crow : All right, thanks for the color.

Operator: Our next question comes from Aryeh Klein from Hersha. Please go ahead, Aryeh.

Aryeh Klein: Good day, all. From BMO. Maybe on back to the transaction and the process, can you talk about how the values of those properties may have changed over the last three or six months or so?

Neil Shah : On one hand, as cash flow has increased pretty significantly across the last six months, their values have definitely increased across the last year because we've moved from markets that had very little cash flow to now actually producing on a forward basis, some very attractive cash flow. So that's helped pricing. I think since late last year, the debt markets have been much more volatile and post Russian invasion and just some of the inflation prints and then the interest rate discussion just taking center kind of peaking kind of fear around interest rates has definitely widened the credit market. So, credit, that part of it, there's just less of it around and it's a little more expensive today, except for folks that have the flexibility to transact and then put debt on in the future, which there are many large asset managers that can do that these days. So, it's kind of mixed, but net-net, definitely significantly higher than six months ago just because there's -- we're just in a different place in the recovery profile. Is that -- does that answer your question?

Aryeh Klein: Yes. I guess maybe as a follow-up to that. Has the buyer pool find in any way, given what we've seen going on with freights and inflation more broadly?

Neil Shah : I don't think so really. I mean it's -- I mean I think we'll see -- it's going to slow the number of transactions in the first and second quarter than we might have had before because it impacts pricing and debt availability. And there are fewer folks that can take down something without debt financing. But on the other hand, we've gotten to a whole different place in the recovery where there's just many more participants and much more cash flow. So, I think we've definitely gone through a tough time in the transaction market the last 30 to 45 days or 60 days. But I think most expect this transaction market to continue to accelerate as cash flow accelerates across this year.

Aryeh Klein: Got it. And then it seems like there's a lot of optimism on New York, but the transaction market doesn't necessarily reflect that right now, and I presume that's part of the reason that for the sales of the hotels outside of New York City. So as far as getting valuations back to pre-COVID levels, do you think it's just the recovery playing out and proving out? Or does something else need to change to really get those valuations back to where you want them to be?

Neil Shah : I do think it's just simply the recovery playing out really, -- the macro environment, the volatility and debt markets and stuff, definitely makes it a little bit choppier, but the micro fundamentals of the market are better than they've ever been or better than they've been in the last three to four years. There's much less supply. The supply pipeline is much lower and demand is growing pretty significantly. So, we would expect across the next several quarters to see more and more transactions in New York. And once pricing gets to a level, you're not seeing like these kinds of hotels like we have, like purpose built, high-quality, newly built assets trading in the marketplace because the sellers -- there's not many sellers at today's price. It's not so much about buyers. It's just where -- they're not meeting of minds. But you are seeing transactions on the lower quality assets, bigger aging boxes that there's real obsolescence risk where sellers are willing to take a 50% discount on value in order to stop the bleeding. But the kinds of hotels we own in New York, they're not bleeding. And so, you're just not seeing those trade until the transaction market really gets there. And I think that's -- it's probably towards the end of this year. But for sure, across the next couple of years, we will -- we do expect that we'll get back to prior peak kind of transaction values in New York. And very likely, it will be higher by probably a significant margin just from where we're seeing rate or ADR and where we're seeing the supply picture develop in New York.

Aryeh Klein: Got it, that’s all for me. Thanks.

Operator: The next question is from Chris Woronka from Deutsche Bank. Please go ahead, Chris. Your line is now open.

Chris Woronka: Yes, hey, guys. Good morning, guys. My question is kind of a follow-up to Bill's question, which is with the asset sales you've announced today, totally get strategic rationale, the pricing makes sense. Obviously, one of the things it does, it takes some EBITDA away from your base. And you've talked about potentially selling more assets at some point in the future. So, the question is kind of -- is there -- or how confident are you that you can kind of refill the EBITDA bucket to kind of -- at some point, you're getting that -- closing that gap to perceived NAV is somewhat about maybe market cap and trading liquidity and EBITDA levels and such. So how do you think you can possibly solve that puzzle?

Neil Shah : Chris, it's definitely a good question, but it's something that we just don't feel like we need to solve that puzzle just yet. We just take one step at a time. We're trying to close the gap with NAV. So, if we can sell assets close to NAV and they?re assets that strategically makes sense when I say strategically in terms of their growth rate profile relative to the rest of our portfolio, the capital required to achieve their business plans across several years and just supply-demand fundamentals in those markets. It makes sense. Just -- we'll see where acquisition opportunities look like, and we'll continue to look at disposition opportunities. We're just committed to driving shareholder value here. And with this transaction, we'll have the flexibility and the time to make the right decisions, we believe.

Chris Woronka: Okay. Fair enough. And then just on the kind of the employee side, are you guys seeing as you staff back up and particularly in the urban markets, are you seeing any increased turnover of folks that may have come in and maybe getting bid away as other -- some of your competing hotels are also looking to staff up?

Ashish Parikh: Chris, so I think we're seeing a little more stabilization actually. Most of the hotels that we compete with are open now. I mean it is still a very, very competitive market for employees, and we continue to spend a lot of time and resources in recruiting people into our hotels. So, I guess everybody is effectively playing the same game right now, but we are actually seeing less turnover and a longer duration of employee retention at this time.

Chris Woronka: Okay, thank you.

Operator: Our next question is from Anthony Powell from Barclays. Anthony, please go ahead.

Anthony Powell: Good morning, guys. You've talked about how you're seeing business travel return across most of your urban markets, but most of your hotels are selling our business travel weighted. So, I'm curious what do you think your pro forma customer mix now is business versus leisure relative to where it was pre-pandemic and where do you want to take that going forward?

Neil Shah : I think pre-pandemic, we used to describe it as 60/40 between business transient and leisure. During the pandemic, obviously, leisure was what was working. So, it was probably 80% of our income during the -- during 2021. As we go into 2022, we are selling our urban select non-New York hotels, which are highly business transient focused. But we continue to have and continue to believe in the long-term strength of these urban gateway markets. And in Boston, we'll have the Envoy Hotel and the Boxer really expecting to drive really significant performance on the back of both business and leisure. And that's what we're seeing now is the Ritz-Carlton Georgetown in April, we're going to hit a whole new record on ADR; we'll probably be well above $600 on ADR. And that's with the midweek also being in that same neighborhood, which is all driven by business transient. It's just that higher-priced business transient customers coming back. We do a lot of small group meetings at our luxury and lifestyle hotels in Philadelphia at the Rittenhouse Hotel or in Washington and Boston, New York. So, the urban side of the business is still alive and well. I think it will -- net-net, maybe post like in next year if we -- if the portfolio didn't change at all from here to there, maybe we would be 40/60, business transient, maybe 35% business transient and 65 just it really hard to give you a number just yet. It really depends on how this recovery plays out in the coming months ahead. But during the week, our luxury and lifestyle hotels in urban markets are business-oriented traveler, and that's what's coming back. Just during the pandemic, the business traveler wasn't the high-price customer. They weren't the price taker; it was the leisure customer. That will likely switch across the coming year. And then some of that business that we're driving in our urban markets will become a little more business-oriented.

Anthony Powell: Yes. So, to be clear, it was 60/40 business leisure pre-pandemic, and you think it becomes 40/60 ?

Neil Shah : Kind of 40/60.

Anthony Powell: 40/60, isn't its leisure in 2023?

Neil Shah : Business leisure Yes. I?d hate for you to quote that just because I don't know like you could take the Ritz Coconut Grove, let's take that as an example. Like right now, we're doing -- we have been doing a lot of leisure. But it is a business hotel in a lot of ways. And so, across the coming year, that hotel will become much more business driven. And so, it's going to reduce a little bit of the leisure segment even in a market like South Florida. So that's why it's -- we're a little bit hesitant to give an exact number. But I would say like 35% to 40% business transient in the future versus pre-pandemic 60%. No, I was just asking, Jay, Ash, if that's how they think about it, too, like it's ?

Jay Shah: Yes. I mean I think it's really kind of driven by the fact that we still have very significant urban exposure. And the urban exposure is going to benefit from business travel, business transient recovery. I mean, where to plot it out across the next couple of years through stabilization is difficult. There'll be some displacement happening. But the good news is that the rate is sort of consistent across leisure and BT. So, as that happens, we don't expect there to be rate disruption, but it's hard to know exactly where it will stabilize. I think Neil's point is probably by the time we get to 2023, we're going to see more BT, but it's not going to be where we're going to stabilize longer term.

Anthony Powell: I'm asking because every lodging REIT says that BT coming back, but almost none is seeming to increase their BT mix. So, I'm curious, as you refill your portfolio over the long run, are you going to be looking at BT oriented hotels or more leisure like everyone else has done?

Neil Shah : It's hard to say. It really depends on pricing. But we are not -- we don't believe that you need to be 100% resource in order to drive great hotel returns. And very likely, the opportunity set and our capabilities will likely lead us to more urban opportunities, but you just never know. I'm not sure. It depends on pricing. And we're very disciplined about pricing and value creation, and we're not -- we've never been follow the herd kind of folks. We're really looking at what drives value and where we can create value.

Operator: It appears there's no further questions. I'm going to hand it back to the management team for final remarks.

Neil Shah : Well, thank you, everyone. With no more questions, we'll just say thanks again and let you all know that we are all available for questions throughout the day today and any time, obviously. But we're all standing by for any follow-ups that anyone has. Thank you very much for your time.

Operator: This concludes today's call. Thank you for joining. Have a lovely day, and you can disconnect your lines now.