Annual Report 2018 Highlights 2018
2.7 Million hotel room nights < 65.9% Stabilized portfolio occupancy rate +6.0% Stabilized portfolio RevPAR increase 85 Operating hotels One Hotel under development Annual Report 2018
2 Live Aqua San Miguel de Allende 849 Million distributed to CBFI Holders
3,516 Million: financial debt as of December 31st, 2018 +295bps Increase in lodging contribution margin +153 rooms from the Live Aqua San Miguel de Allende opening Fibra Hotel 1 Annual Report 2018 Fiesta Americana Satélite 2 Content
Page
4 Letter from the CEO
6 Introduction to FibraHotel 6 Company Overview 8 FibraHotel History 10 Structure 12 Senior Management Team
14 Industry overview 14 The Mexican Lodging Industry and Market Opportunity 19 Market Opportunity
20 FibraHotel Strategy 20 Competitive Advantage 23 Strategy 26 Acquisitions 27 Development
28 FibraHotel Portfolio 29 Presentation of the FibraHotel Portfolio 30 Portfolio Map 32 Portfolio in detail 35 Brand Affiliations 37 Hotel Segments of the FibraHotel portfolio 38 KPI of the FibraHotel portfolio
40 Financial section 41 2018 Financial Results 45 Cash flow and liquidity 48 Capital Expenditures 48 Cash distribution 48 Buybacks
49 ESG 49 Our Vision 49 Responsible Investment 50 Awards and Recognitions 50 Ethics Code 50 Materiality
51 FibraHotel Corporate Governance 51 Technical Committee and FibraHotel Committees
54 FibraHotel on the Mexican Stock Exchange 54 CBFI price 54 Stock ownership
55 Post-2018 events
56 Consolidated Financial Statements Fibra Hotel NOTE: The publication date of this Annual Report is June 20th, 2019. 3 June 2019
Letter from the CEO
Dear FibraHotel certificate holders: 2018 was an important year for FibraHotel´s con- have been pressured from a slower growth of US solidation as we invested over 4.5 billion pesos in groups and travelers and the destination continue to four highly strategic hotels. These mostly dollar-gen- face several headwinds including the arrival of sea- erating assets with high barriers to entry diversified weed and the negative headline news on violence. our portfolio and position it well for the coming years. These hotels include the Fiesta Americana Conde- We continue to focus on having a solid balance sheet sa Cancun hotel with which we entered the resort with a 21% loan to value, limited near term maturi- market, the Live Aqua San Miguel de Allende hotel ties and fully hedged against interest rate changes. with 153 luxury rooms and two hotels in Mexico City, Even in the current uncertain market conditions, we the Fiesta Americana Satelite hotel with 223 rooms believe the company is well positioned as we have and the Courtyard Toreo hotel with 146 rooms. Af- the right portfolio and the right team with vast experi- ter adding these properties, we are near the end of a ence to manage our business across the cycle. first growth cycle with only one hotel under develop- ment in 2019, the Fiesta Americana Viaducto . The stock price decreased 14% in 2018. We con- tinue to believe that the current market price of the For the full year 2018 we had over four billion pesos CBFI has an unjustified discount to its true value and in revenues, EBITDA of Ps. $1,155 million and AFFO as such we repurchased 41 million CBFIs during the of Ps. $935 million, representing a y-o-y growth of year, representing 5% of outstanding CBFIs and the 20%, 28% and 40% respectively. The AFFO per CBFI maximum authorized by the buyback program. and distribution for the year was Ps. $1.05. These full year results were a combination of a strong first half I would like to again thank all our certificate holders, of the year coupled with a complicated second half, employees, and operating partners for the strong which has continued to date. RevPAR growth of 6% effort put together in 2018. Even under uncertain in 2018 was slower than in previous years but occu- market conditions, we firmly believe in the quality of pancy levels were still high in the stabilized portfolio our portfolio and our team to achieve the best possi- at 66% for the year. In 2019, these uncertain and ble results. In 2019 we will double our efforts to lead weaker economic and tourism conditions have con- market penetration at each property and take ad- tinued. Cancun has also had a weaker year than vantage of this phase and improve the company to expected in a highly competitive market as rates meet our long term plans.
Simón Galante CEO FibraHotel Annual Report 2018 4 Fibra Hotel Fiesta Inn Puerto Vallarta Isla Fiesta Inn Puerto Vallarta 5 Introduction to FibraHotel
Company Overview
e are a Mexican trust that owns, ac- tributions, as determined by our technical committee, quires and develops hotels in Mexico. and through capital appreciation. We intend to con- We are the largest hotel owner in Mexi- tinue to achieve this objective through the ownership, co, with a portfolio that includes 86 hotel expansion and asset management of a high-quality, Wproperties diversified by geography, hotel segment, diversified portfolio of hotels. brand, size, hotel operator and targeted customer base. We are the first publicly-traded FIBRA focused Since our initial offering in November 2012, we have on the lodging industry and one of the first lodging real grown our initial contribution portfolio of 21 ho- estate investment trusts, or REITs, in Latin America. tel properties, operated by 2 hotel operators under FibraHotel´s portfolio offers lodging services across 4 brands, and total assets of approximately MXN the country to business and leisure travelers. Most $5,000 million, to a portfolio that today includes 86 of its hotels are located in strategic sites with signifi- hotel properties diversified under 13 brands, 3 ho- cant business, industrial and touristic activity and are tel operators and total assets of approximately MXN located inside or near mixed-use projects such as re- $17,108 million as of December 31st 2018. The num- gional shopping centers, business centers, industrial ber of rooms in our portfolio has increased from 2,810 parks, airports and bus terminals, among others; thus, rooms in our initial contribution portfolio to 12,555 offering our guests access to a large variety of ameni- rooms as of the date of this annual report, represent- ties and services. ing a 4.5x increase. We attribute this strong growth to our ability to identify opportunities for value creation Our objective is to generate attractive risk-adjusted across the spectrum of lodging assets in Mexico, returns for Holders of our CBFIs primarily through dis- and structure investments and allocate capital to Annual Report 2018 Fiesta Americana Hacienda Galindo 6 This strong expansion meant that in terms of geographic, segment, operators both accretive acquisitions and brands, by December 31st, 2018, the FibraHotel portfolio was comprised of hotels in operation and the by the following: development of new hotels. In addition, our access to public equity capital markets, and our established platform and open architecture, has facili- tated our continued growth 85 hotels across hotel segments and geographies. The hotels are in operation: located in 26 Mexican states and are associated with strong hotel brands, which provide significant advan- 81 tages and increased demand st hotels owned by FibraHotel as of December 31 , 2017 because of their i) service quality, ii) loyalty programs, iii) modern reservation systems, Three iv) national and international distribution channels, and v) new hotels opened during 2018 and were part of the development portfo- demand from travelers in and lio of FibraHotel as of December 31st, 2018 - Courtyard by Marriott Toreo, to Mexico. Fiesta Americana México Satélite, Live Aqua San Miguel de Allende One hotel acquired during 2018 - Fiesta Americana Condesa Cancún One hotel under development Fibra Hotel 7 FibraHotel History
The FibraHotel trust was constituted on July 31st of 2012 and conducted its Initial Public Offering (IPO) on November 30th, 2012. FibraHotel has increased its hotel portfolio and number of rooms from the time of its IPO as follows:
Number of rooms at the end of each period 2012 2013 2014 2015 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Rooms in Operation 2,467 5,547 7,656 8,507 10,422 10,812 10,812 10,980 11,273 11,926 11,924 12,147 12,300 Rooms under 489 899 1,883 2,466 1,601 1,227 1,239 1,237 943 797 797 408 255 development Total Rooms 2,956 6,446 9,539 10,973 12,023 12,039 12,051 12,217 12,216 12,723 12,721 12,555 12,555
Number of rooms at the end of each period 2012 2013 2014 2015 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Hotels in Operation 18 39 56 62 75 78 78 79 81 83 83 84 85 Hotels under 4 8 14 18 10 7 7 7 5 4 4 2 1 development Total Hotels 22 47 70 80 85 85 85 86 86 87 87 86 86
By year end 2012, the FibraHotel portfolio was comprised of 22 hotels with 2,956 rooms, of which: 2012 > 18 hotels (2,467 rooms in operation) > Four hotels (489 rooms) in different stages of development
During 2013, FibraHotel increased the number of rooms in its portfolio due to the: > Acquisition of 14 hotels (2,050 rooms) in operation by Grupo Posadas > Acquisition of five hotels (749 rooms) from other hotel owners > Opening of two hotels (281 rooms) from the development portfolio > Acquisition of six projects under development (676 rooms) and the increased room inventory in the Camino Real Hotel & Suites Puebla hotel (15 rooms)
On May 30th, 2013, FibraHotel completed its first follow-on offering through a CBFI issuance that raised MXN $4,878 million.
By year end 2013, the FibraHotel portfolio was comprised of 39 hotels with 6,446 rooms, of which: 2013 > 39 hotels (5,547 rooms) in operation > Eight hotels (899 rooms) in different stages of development
During 2014, FibraHotel increased the number of rooms in its portfolio due to the: > Acquisition of 13 hotels (1,831 rooms) in operation > Opening of four hotels (274 rooms) from the development portfolio > Acquisition of 10 hotel projects under development (1,201 rooms) > Room inventory decrease at certain hotels, a hotel closed and in a repositioning process (142 rooms), and the cancelation of the long-stay hotel in Cancun (74 rooms)
By year end 2014, the FibraHotel portfolio was comprised of 70 hotels with 9,539 rooms, of which: > 56 hotels (7,656 rooms) in operation 2014 > 13 hotels (1,741 rooms) in different stages of development > One hotel (142 rooms) closed and being repositioned Annual Report 2018 8 During 2015, FibraHotel increased the number of rooms in its portfolio due to the: > Acquisition of one hotel (159 rooms) in operation > Opening of five hotels (670 rooms) from the development portfolio > Acquisition of 10 hotels projects under development (1,349 rooms) > Room inventory increase at some hotels and the cancelation of one hotel project (100 rooms) 2015 By year end 2015, the FibraHotel portfolio was comprised of 80 hotels with 10,973 rooms, of which: > 62 hoteles (8,507 habitaciones) se encontraban en operación. > 18 hoteles (2,466 habitaciones) estaban en distintas etapas de desarrollo.
During 2016, FibraHotel increased the number of rooms in its portfolio due to the: > Acquisition of two hotels (397 rooms) in operation > Opening of 11 hotels (1,518 rooms) from the development portfolio > Acquisition of four hotel development projects (660 rooms) > Room inventory increase in certain development projects
Additionally, the total FibraHotel portfolio increased thanks to the acquisition of four hotel projects under development (660 additional rooms), while room inventory decreased by seven 2016 rooms due to adjustments in the number of rooms of hotels under development. By year end 2016, the FibraHotel portfolio was comprised of 85 hotels with 12,023 rooms, of which: > 75 hotels (10,422 rooms) in operation > 10 hotels (1,601 rooms) in different stages of development
El 14 de septiembre de 2017, FibraHotel realizó de manera exitosa una Oferta Subsecuente (Follow-on) consistente en una Oferta Pública en México, así como una Oferta Privada internacional de CBFIs, obteniendo recursos por la cantidad de Ps. $4,505 millones.
En 2017, FibraHotel incrementó el número de hoteles en operación debido a los siguientes factores: > Abrió cinco hoteles (683 habitaciones). > Adquirió un hotel (168 habitaciones).
Al finalizar el 2017, el Patrimonio de FibraHotel estaba conformado por 86 hoteles y 12,216 2017 habitaciones, de los cuales: > 81 hoteles (11,273 habitaciones) se encontraban en operación. > Cinco hoteles (943 habitaciones) están en distintas etapas de desarrollo.
During 2018, FibraHotel increased the number of rooms in its portfolio due to the:
Incrementó el número de hoteles en operación debido a los siguientes factores: > Acquisition of one hotel (507 rooms) 2018 > Opening of 3 hotels (522 rooms) from the development portfolio At the end of 2018, FibraHotel had 86 hotels and 12,555 rooms, of which: > 85 hotels (12,300 rooms) in operation > One hotel (255 rooms) under development
As of this Annual Report, FibraHotel has 86 hotels and 12,555 rooms (in the “Current Portfolio”), of which: 2019 > 85 hotels (12,300 rooms) in operation > One hotel (255 rooms) in development Fibra Hotel 9 Structure
The following diagram outlines the FibraHotel structure:
> Elects Technical Committee CBFI Holders and appoints Common Representative. Assembly > Able to amend Trust Agreement or liquidate trust assets. > Able to terminate Advisory CBFI Control Agreement without “cause”. > Approves CBFIs issuance, Holders Trust delisting or cancel registration of CBFIs with CNBV. > Approve large Real Estate 84.2% 15.8% transactions.
Deutsche Bank CI Banco, S.A. Advisory Agreement.
México, S.A. (Common Administradora Fibra Annual fee of 1.00 % of (Trustee) Representative) Hotelera Mexicana, undepreciated book value of assets, net of debt, payable S.A. de C.V. (Advisor) quarterly.
Hotel Management Agreements Hotel Management Companies Rental Revenue (lodging)
> Receives rental revenue from rooms and pays related costs and Guests expenses as well as real estate expenses. > Receives after – tax dividend from the Management Subsidiary and pays Management Subsidiary Agreement Revenue from non-room hotel services.
> Provides hotel services and Fibra Hotelera, S.C. property management services (Management Subsidiary) (with assistance form third parties). > Receives revenue from non-room related hotel services and pays related costs and expenses. Service Agreements > Pays expenses related to its own operation. Compensation of 5% of > Taxable entity. Gross Payroll. > Pays after-tax dividends to Services FibraHotel or receives distributios to cover shortfall. Companies
> Provides personnel services. > Empoyees: operating staff of hotel portfolio.
Hotel Portfolio Annual Report 2018 The structure is as of December 31st, 2019. 10 The FibraHotel structure is composed of the following entities:
Advisor Administrator
FibraHotel is externally advised by Administradora FibraHotel is managed internally by Fibra Hotelera S.C., Fibra Hotelera, S.A. de C.V. the Advisor. It was es- the Administrator, which was established on October 5th, tablished on September 20th, 2012 for the sole pur- 2012 for the sole purpose of assuming responsibility for pose of providing advisory services. Some of the the day-to-day management of FibraHotel´s business. responsibilities of the Advisor are to provide advice As of the date of this this Annual Report, the Adminis- to FibraHotel on hotel project development and ac- trator had a 28-person team (Senior Management, Ad- quisition strategies, long-term strategic and financial ministration and Finances, Legal, Development, Opera- planning, implementation of important decisions, tion and Maintenance). The Administrator is responsible, and relationships with investors. The Advisor is en- among other tasks, for the day-to-day management of titled to perceive an annual commission, payable FibraHotel´s business, property and hotel maintenance, quarterly, equivalent to 1.0% of the non-depreci- due-diligence for potential acquisition and development ated book value of assets, net of debt. The Advisor opportunities, overseeing renovation / redevelopment does not receive any other commission (acquisition projects, supervising property insurance, negotiating on commission, development commission or any other behalf of FibraHotel and organizing the signing of man- type of commission). agement agreements associated with the hotels.
The Administrator is also responsible for providing certain services unrelated to room rental, such as food and bev- erage, telephone services, internet and other similar ser- vices for which the Administrator bills hotel guests sepa- rately; the income from such services being subject to tax payment. Since the Administrator is not part of the REIT´s tax structure, it must pay taxes just as any other compa- ny does. The Administrator, using profits generated from non-related room rental activities, pays its proportional share of FibraHotel general expenditures and its taxes. FibraHotel is responsible for any deficit between rev- enues and costs of the Administrator.
Service Companies
Since trusts cannot have employees, Service Companies provide FibraHotel with personnel necessary for hotel operations. Occasionally, hotel operators hire certain key staff directly, such as general managers, controllers, sales managers, and head housekeepers.
In accordance with the service agreement, service com- panies are entitled to receive a 5% commission over the total payroll they manage for the coverage of operational costs and expenses. On a monthly basis, FibraHotel re- imburses service companies wages paid to hotel service staff. At the end of 2018, service companies had approxi- mately 5,600 employees. Fibra Hotel Live Aqua San Miguel de Allende 11 Senior Management Team
FibraHotel Advisor
Roberto Galante Alberto Galante Simón Galante
FibraHotel Administrator
Eduardo López Chief Executive Officer
Edouard Guillermo Bravo José Luis Jácome Isaac Aguilar César Chávez Lorena García Boudrant Chief Investment Resort Portfolio Limited & Selected Full Service & Legal Chief Financial Officer Asset Managment Service Portfolio Marriott Portfolio Counsel Officer Director Asset Managment Asset Managment Director Director
> Controller > Investments > Operation > Operation > Operation > Legal > Treasury > Strategy > Maintenance > Maintenance > Maintenance issues > Fixed assets > Investor > Capex > Capex > Capex > Administration Relations
The Administrator’s team has 28 people at the date > Eduardo López García. Chief Executive Officer of this Annual Report, which includes the senior man- (CEO) of the Administrator. He was Director of Ho- agement team, development, operations, treasury, tel Investment and Development in Grupo Posadas administration, legal, maintenance and fixed-assets when he joined as Director of Hotels at Grupo GDI departments. Some systems and accounting services in 2006, when it owned only six hotels. Eduardo ne- are performed externally by Conectum, a shared ser- vice center with more than 17 years of experience in the hospitality industry.
The FibraHotel Senior Management Team is formed by the following executives:
> Simón Galante Zaga. Executive Chairman of the Advisor and member of the FibraHotel Technical Committee. Founding member and Executive Di- rector of Grupo GDI. He has more than 20 years of experience in the hotel, commercial and residential segments as a real estate developer and manager, as well as in the acquisition, development and fi- nancing of these types of projects. He is a member of the Fondo Hotelero Mexicano I/II, Fondo Comer- cial Mexicano, La Vista Country Club, Bosque Real and MERCAP, all Grupo GDI companies. He holds a specialization in Business Administration from IPADE Business School and an advanced degree in man- agement from Harvard Business School. Annual Report 2018 12 gotiated an agreement with a leading Mexican real in New York. Mr. Bravo has a degree in Industrial estate developer and Grupo Posadas to develop Engineering from Universidad Iberoamericana and additional hotels to be operated pursuant to hotel holds an MBA from the University of Chicago Booth management agreements with Grupo Posadas. He School of Business. has 20 years of experience in hotel development and administration. > Lorena García Núñez. Legal Counsel of the Ad- ministrator. She joined Grupo GDI in 2002 and has > Edouard Boudrant. Chief Financial Officer (CFO) more than 15 years of experience in the real estate of the Administrator. He holds a double degree and hotel development business. in Business Administration from Universidad de Las Américas Puebla in Mexico and from > José Luis Jácome Herrera. Resort Portfolio Asset Centre d’Études Supérieures Européennes de Manager Director of the Administrator. He has a Management in France and a Master degree in degree in Tourist Business Administration from the corporate law from École Supérieure des Sciences Universidad Anahuac del Sur and from the École et Économiques et Commerciales in France and Supérieure de Gestion in Paris, France, specializ- his professional experience includes time working ing in Hotel, International and Luxury Marketing. He as a Vice President at investment banks in France holds a Master Degree in Business Administration as well as in Mexico and as an Analyst at a private from the IPADE and completed a Value Investing capital fund in France. Mr. Boudrant has more than course at Columbia University. His professional eight years of experience in investment banking in experience includes more than eight years hotel BBVA Bancomer in Mexico and Lazard-NATIXIS operations from a variety of hotel groups, such as and Sociéte Générale in France. Fairmont, Posadas and Las Brisas, among others, serving in a variety of roles from Hotel Manager, > Guillermo Bravo Escobosa. Chief Investment Officer General Manager to Reception Manager and Food (CIO) of the Administrator. He has over six years of and Beverage Manager. Real Estate experience in FibraHotel in structuring, financing, diligence and negotiating hotel operating > Isaac Aguilar. Limited & Select Service Portfolio agreements. He also has experience in investor re- Asset Management Director of the Administrator. lations and finance, having worked in J.P. Morgan´s He has a degree in business management, spe- Diversified Industries and Latin America M&A teams cialization in hotel management from Escuela Panamericana de Hoteleria, and also completed various financing, marketing and operating hotel seminars including certifications from Posadas and IHG. His professional experience includes more than 14 years working in different hotel chains such as IHG and Posadas, in different positions ranging from sales executive up to commercial director.
> César Chávez. Full Service & Marriott Portfolio Asset Management Director of the Administrator. Fiesta Inn Cd. Del Carmen He has a degree in Tourist Business Administra- tion from the Universidad Anahuac del Sur. He holds a Master Degree in Business Administration from the IPADE and completed a Value Invest- ing course from Columbia University. In addition, he has a diploma in Hotel Real Estate and Asset Management from Cornell University. His profes- sional experience includes more than ten years in Real Estate, working in Cushman & Wakefield as a consultant Broker in the Hospitality and Tourism area. He joined FibraHotel in 2013 as Develop- ment and Acquisitions Manager. Fibra Hotel 13 Industry overview
The Mexican Lodging Industry and Market Opportunity
Mexican Macroeconomic Outlook
exico is the second largest economy in Latin America and the 15th largest in the world, ac- cording to the World Bank. Mexico has attained greater macroeconomic stability over the last several decades resulting in reduced national credit risk. During this period, Mexico has been able to diversify its sources of revenue primarily through the development of its manufactur- Ming, service and tourism sectors, which has enabled it to withstand the recent decline in international cost, and production of oil in Mexico. Its unique geographic location, extensive infrastructure and trade agreements have contributed considerably to Mexico’s improved economic performance during this pe- riod. According to Oxford Economics, growth in Mexico’s GDP over the next ten years is expected to average approximately 2% per year. In addition, the manufacturing and tourism sectors are expected to continue playing pivotal roles in Mexico’s future economic growth.
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