Hotel Development & Investment Analysis Management & Franchising Columbia University Master of Science Real Estate Development December 1, 2016 Br anded vs. Non‐ br anded Rooms
Branded 49% Non- Europe branded 51% 41% 65% 59% N. America 35% Asia 51% 58% Pacific 49% 42% 38% S. America 42% Middle East Africa 62% 58%
Recent Brand Additions . Curio—A Collection by Hilton, a soft brand; . Canopy by Hilton, the company’s lifestyle entry; . Tribute, by Starwood, a soft brand . Vib, another lifestyle product, this one from Best Western International; . BW Premier Collection, Best Western’s attempt at a soft brand; . Hotel RL, a 3-star brand from Red Lion Hotels & Resorts; . Niccolo by Marco Polo, a brand extension; . Hub by Premier Inn, a budget brand from Whitbread; . Pendry Hotels, an upper-end lifestyle flag from Montage Hotels & Resorts; . VieVage, a lifestyle brand from Auberge Resorts; and . WaterWalk, a hybrid extended-stay hotel/apartment complex from serial brand creator Jack DeBoer Overview First significant hotel franchising arrangement began in 1950’s with Kemmons Wilson and his Holiday Inn chain. In general, the U.S. hotel industry has tended to favor the chain approach during the past 20 years, according to data from STR. In 1990, only 57% of the country’s room supply was branded. Today, that number is 65-70%. STR data shows a general trend that branded hotels perform better than independent hotels. However, convention hotels seem to perform better as independents. It is unclear if the top-line revenue premium is enough to make up the franchise fees in all instances. A comparison of the financial results for the first two operating years of 104 franchised and independent hotels in the United Kingdom found that the performance picture for franchise properties was overall not superior to that of independent properties. For full-service hotels (those in higher chain scales), the data revealed an early advantage in RevPAR for franchise properties, but that difference faded as time went on. For limited-service hotels, the independents experienced stronger RevPAR from six months after opening through two years after opening. While branded properties experience significantly higher occupancy rate during the different phases of the economic cycle, independent hotels experience significantly higher average daily rate (ADR) and rooms revenues per available room (RevPAR) during the same time period. While branded hotels are faced with various payments attributable to the brand, such as royalty payments and other franchise fees, those fees do not have a deleterious effect on net operating income (NOI) compared to NOI for independent hotels, suggesting that independent hotels are unable to bring their ADR and RevPAR premiums to the bottom line despite their savings in franchise expenses. The end results indicate similar NOI for branded hotels and independent hotels during economic expansion, but significantly higher NOI for branded hotels during economic recession. Who’s Building?
Holiday Inn Express 30,558 Hampton Inn & Suites 21,286 Residence Inn 19,241 Fairfield Inn 19,148 Home2 Suites 18,973 Courtyard 17,250 Hilton Garden Inn 15,445 TownePlace Suites 12,851 Homewood Suites 12,750 Springhill Suites 11,611 Holiday Inn 11,508 La Quinta Inns & Suites 11,497 Hampton Inn 8,836 Staybridge Suites 8,527 Hyatt Place 7,208 *US Pipeline, Under Contract Pipeline by Brand June 2015 Largest Brands – By Rooms United States
US Brand/Parent Rank Company Rooms Properties Owned Franchised Managed 1Hampton Hotels 174,056 1,789 1 1,756 32 2Best Western 160,815 1,971 0 0 0 3Holiday Inn Express 149,097 1,755 0 1,753 2 Marriott Hotels & 4Resorts 142,078 351 1 191 159 5Days Inn 125,797 1,626 0 1,626 0 6Holiday Inn 118,513 668 1 645 22 7Courtyard 113,692 807 1 544 262 8Super 8 108,828 1,805 0 1,805 0 9Comfort Inn 108,777 1,392 0 1,392 0 10Hilton Hotels & Resorts 100,811 252 18 188 41 Largest Management Companies – By Rooms – United States
Total Rank US Brand/Parent Company Rooms Properties Rooms Properties Rooms 1Interstate Hotels 1,921 6 61,027 348 62,948 2White Lodging Services 3,588 12 20,261 147 23,849 3Pillar Hotels 0 0 21,300 222 21,300 4GF Management 2,811 14 18,195 115 21,006 5TPG Hospitality 0 0 17,103 63 17,103 6Pyramid Hotel Group 317 2 16,583 317 16,900 7Aimbridge Hospitality 0 0 16,625 80 16,625 8Crescent Hotels 1,165 4 14,231 61 15,396 9Remington 199 1 13,997 69 14,196 10Davidson 0 0 13,215 46 13,215 Operating Models
Franchised, Owner-Managed Typical among economy-to-mid-tier limited-service hotels
Franchised, Third-Party Managed Most popular model Generally not encumbered by management contract
“Manchise” – Brand affiliated and managed Major brands Boutique brands Franchise
When evaluating a potential hotel franchise, one of the important economic considerations is the structure and amount of the franchise fees. Second only to payroll, franchise fees represent one of the largest operating expenses for most hotels. Hotel franchise fees are compensation paid by the franchisee to the franchisor for the use of the brand’s name, logo, goodwill, marketing, and referral and reservation systems. Franchise fees normally include an initial fee with the franchise application, plus continuing fees paid periodically throughout the term of the agreement. Fee Breakdown
Initial Fee: Typically, the initial fee takes the form of a minimum dollar amount based on a hotel’s room count. For example, the initial fee may be a minimum of $45,000 plus $300 per room for each room over 150. Thus, a hotel with 125 rooms would pay $360/room and a hotel with 200 rooms would pay $300/room.
All franchisors collect a royalty fee, which represents compensation for the use of the brand’s trade name, service marks and associated logos, goodwill, and other franchise services. Some of the Full- Service brands charge royalty fees on food and beverage revenues; these range between 2 to 3% of total F&B revenue.
Advertising or Marketing Contribution Fee: Brandwide advertising and marketing consist of national or regional advertising in various types of media, the development and distribution of a brand directory, and marketing geared toward specific groups and segments. In many instances, the advertising or marketing contribution fee goes into a fund that is administered by the franchisor on behalf of all members of the brand.
Reservation Fee: If the franchise brand has a reservation system, the reservation fee supports the cost of operating the central office, telephones, computers, and reservation personnel. The reservation fee contains all distribution-related fees, including fees payable to third parties, such as travel agents and distributors. Our study takes into account only those distribution fees that have been quantified in the Uniform Franchise Offering Circulars (UFOC) or Franchise Disclosure Document (FDD) prepared by each franchisor.
Frequent Traveler Program Fee: Some franchisors offer incentive programs that reward guests for frequent stays; these programs are designed to encourage loyalty toward a brand. The cost of managing such programs is financed by frequent traveler assessments.
Other Miscellaneous Fees: This category includes fees payable to the franchisor or third-party supplier(s) for additional system and technical support. It also includes fees related to training programs and national and regional annual conferences. Highest Franchise Cost (to Rooms Rev) Lowest Franchise Cost (to Rooms Rev) Franchise Fees – Extended Stay Franchise Fees – Limited Service Franchise Fees – Select & Full Service Franchise Fees Guide Which is the better business model—branded or independent?
Occupancy – By Chain Scales
Occupancy By Chain Scale 80%
75%
70% Overall Luxury 65% Upper Upscale Upscale Upper Midscale 60% Midscale Economy 55% Independent
50%
45% 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 ADR – By Chain Scale
$350
$300
$250
Luxury
$200 Upper Upscale Upscale Upper Midscale $150 Midscale Economy Independent $100
$50
$0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 RevPAR – By Chain Scale
$300
$250
$200
$150
$100
$50
$0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Overall Luxury Upper Upscale Upscale Upper Midscale Midscale Economy Independent Independent Vs. Branded Hotel Brands provide : Strategic Marketing. Sales/Marketing/Distribution Comfort and a known quantity A brand is built-in loyalty, and a loyalty program creates an essence of reliability. Brands often have greater access to e-commerce, which drives costs down Brand standards (i.e. quality assurance); Facilitation of debt and equity financing (many lenders will not finance hotel construction or acquisition unless the property has a strong national brand). More stringent underwriting criteria, including lower loan-to-value ratios and higher interest rates, are common in the financing of an unflagged hotel
Independents, on the other hand, provide: Freedom Flexibility Individuality Often lower cap rates upon exit Which Brand to Choose? A hotel should be positioned within the market to maximize its operating potential, and branding is a critical component of establishing the hotel’s positioning. Because different brands set different expectations in the consumer’s mind, the selection of a brand determines how the hotel will be perceived. The brand chosen will also directly affect the level of services and amenities offered, as well as the hotel’s price point, competitive set, cost of development or conversion, and cost of operation. The brand selected must convey an image commensurate with the physical product. Several brands should be researched and considered. Not infrequently, an owner’s first choice among brands may not be available, either because the brand is already represented in the subject hotel’s market or because of radius restrictions present in the chosen brand’s contracts with other owners. Similarly, owners should not exclude desired brands from the selection process simply because they may already exist in the subject market, as agreements may be expiring or hotels bearing the desired brands may be positioned for sale. Another compelling reason for owners to pursue multiple branding options is that, although base fees may appear comparable, the all−in costs of brand affiliations, after taking into account mandatory participation in centralized services and brand standards, can vary significantly across brands. Owners should be sure to pursue several branding options so as not to limit the pool of suitable operators. When Choosing a Brand
Number of hotels currently operating under the brand name Percent of hotels, on an annual basis, that elected to leave the brand in the past five years Number of new properties currently being built under the brand’s name The number of existing hotels converting to the brand (if conversions are allowed) ADR trend for the last five years in comparison to ADR trend for the industry segment in which the brand competes Occupancy rate trend for the last five years in comparison to the occupancy rate trend for the industry segment in which the brand competes Percent of total hotel room revenue contributed by the brand’s reservation system and percent of hotels within the brand that achieve that average rate of contribution Can the brand deliver a level of incremental revenue needed to offset fee revenue? 2011 2012 Occupancy (%) Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
My Property 59.4 56.3 68.6 76.5 78.1 70.4 80.2 78.3 77.6 61.7 60.7 82.5 74.9 75.0 80.2 82.0 81.0 93.1
Competitive Set 67.9 58.1 65.5 67.3 56.2 61.4 65.5 70.2 65.8 52.2 51.1 63.8 64.2 60.9 59.8 57.7 61.9 63.4
Index (MPI) 87.6 97.0 104.8 113.6 139.0 114.6 122.4 111.7 118.0 118.2 118.9 129.5 116.6 123.1 134.1 142.1 130.9 146.8
Rank 5 of 5 4 of 5 3 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 2 of 5 2 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 % Chg
My Property 8.6 -4.1 17.9 30.2 45.8 -0.7 17.9 15.9 19.8 6.9 45.4 56.6 25.9 33.1 16.9 7.2 3.7 32.3
Competitive Set 18.8 0.0 11.5 18.3 -3.6 -0.5 3.6 2.5 -4.0 12.3 5.3 6.3 -5.4 4.9 -8.6 -14.3 10.1 3.2
Index (MPI) -8.6 -4.1 5.7 10.0 51.2 -0.2 13.9 13.1 24.8 -4.8 38.1 47.3 33.2 26.9 27.9 25.1 -5.8 28.1
Rank 5 of 5 4 of 5 2 of 5 2 of 5 1 of 5 4 of 5 1 of 5 1 of 5 1 of 5 5 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 5 of 5 1 of 5
2011 2012 ADR Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
My Property 152.97 146.85 145.97 149.54 146.58 142.02 141.76 153.81 142.54 135.38 158.76 156.03 155.98 151.35 149.25 163.87 158.33 157.46
Competitive Set 111.78 115.03 115.43 116.76 110.16 111.40 115.34 119.96 112.34 105.20 116.07 121.18 123.34 118.20 117.98 119.75 110.35 114.62
Index (ARI) 136.8 127.7 126.5 128.1 133.1 127.5 122.9 128.2 126.9 128.7 136.8 128.8 126.5 128.0 126.5 136.8 143.5 137.4
Rank 1 of 5 1 of 5 2 of 5 2 of 5 2 of 5 2 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 1 of 5 % Chg
My Property 1.4 0.1 -0.6 -0.5 -2.2 -0.4 -9.7 0.1 -7.3 -3.5 5.0 3.0 2.0 3.1 2.3 9.6 8.0 10.9
Competitive Set 3.2 1.9 11.0 13.0 8.2 1.6 4.5 8.2 3.8 -0.4 9.3 7.4 10.3 2.8 2.2 2.6 0.2 2.9
Index (ARI) -1.8 -1.7 -10.5 -11.9 -9.6 -2.0 -13.5 -7.5 -10.7 -3.2 -3.9 -4.0 -7.6 0.3 0.0 6.8 7.8 7.8
Rank 4 of 5 4 of 5 5 of 5 5 of 5 5 of 5 4 of 5 5 of 5 4 of 5 5 of 5 4 of 5 4 of 5 5 of 5 5 of 5 3 of 5 2 of 5 1 of 5 1 of 5 1 of 5 Negotiating A Franchise Agreement - Key Provisions Fees and Royalties – Fees include the initial application fees, royalty fees, advertising or marketing fees, reservation charges, frequent traveler programs and others. Before making a decision regarding which brand to use, make sure you are comparing apples to apples in comparing fees as each brand has its own fee structure and many brands charge for items differently. One brand may include an accounting fee as part of a centralized charge while another brand may charge a fixed fee per room. Also, make sure you understand which fees and services are mandatory and which are optional. Depending upon the market and how many other potential franchisors are interested in and have control of a site or hotel in the market, you may be able to negotiate a modification of some of the fees. You may be able to obtain a waiver of fees or a ramp-up of fees until the hotel stabilizes. Key Money – Key money is a financial contribution made by the franchisor to the franchisee. Depending upon how much the franchisee wants your particular deal, it may be willing to provide some key money to you. Key money may or may not be required to be repaid provided the franchise agreement doesn’t terminate prematurely. Property Improvement Plan – As a requirement for branding or re-branding a hotel, a Property Improvement Plan (PIP) will be required to bring the hotel in compliance with brand standards. A PIP may include upgrades to life safety, furnishings, fixtures and equipment – all of which will be subject to the prior approval of the brand. The scope and timing for completion of a PIP will be a negotiated point for any franchise deal, particularly in a down market. With a conversion, bringing the hotel up to current brand standards will be an important factor for integrating the hotel into the system and bringing the full value of the brand to the franchisee. However, given the current financing constraints of the market, the franchisee should consider how much financing it can reasonably obtain and whether it’s possible to phase in the improvements over a period of time rather than as a requirement to obtaining the flag. It may also be possible to offset some of the costs for the PIP through a ramp-up or deferral of other fees or by obtaining key money from the franchisor. Timing – Timing for acquisition of a site, construction of the hotel or completion of a PIP is an even more important factor during a recession or uncertain times. In a difficult market such as now, you may want more time to secure your financing or complete improvements. It may also be important to have some relief from penalties if you are unable to meet certain milestones through no fault of your own, but due to market conditions. Key Provisions to Focus On Early Termination, Default and Liquidated Damages – If your goal is to sell the hotel in a short period of time it is important to have the right to terminate the franchise agreement prior to expiration. The early termination or breach of the franchise agreement will typically result in the payment of liquidated damages by the franchisee. The amount of liquidated damages may be subject to negotiation. Also consider requesting some relief from payment of liquidated damages upon a default or failure to meet certain conditions if the default or failure is due to circumstances outside of your control such as market conditions, the inability to finance a PIP or governmental delays. Assignment and Transfer – The importance of the right to assign the franchise agreement depends upon whether your goal is to hold the hotel for a long time or to sell it within a relatively short period and assign the franchise agreement. At a minimum, most franchisees should seek the ability to transfer the franchise agreement to an affiliated company or to family members for flexibility. A franchisee should also attempt to negotiate the fees and requirements for this type of transfer upfront although it is not uncommon for any transfer or assignment to be subject to “then current” requirements and fees. Trade Area Restriction – There is an implied covenant of good faith and fair dealing which prohibits a franchisor from opening or granting a license to a competing business proximate to the franchisee’s business, however, it is better for both the franchisor and franchisee to agree upon a specific geographic area and time period for this restriction. The restriction should include a sufficient period of time for the franchisor’s hotel to ramp up and reach stabilization or an agreed level of occupancy before a competing hotel of the same brand is introduced into the market. (In most franchise agreements any restriction will be limited to the specific brand and will not apply to any other brands controlled by the franchisor). In the current down market it may take longer for a hotel to reach stabilization than in the boom years. A thorough knowledge of the specific market will help the parties determine whether the size of the restricted area should be two blocks or two miles. This is clearly a case where one size does not fit all, and the parties should be careful before agreeing to a general radius restriction that does not adequately address the specific market. Personal Guaranty – Depending upon the type of entity entering into the franchise agreement the franchisor may require personal guaranties from the equity participants. This requirement is subject to negotiation depending upon the leverage between the parties and may be more likely to be waived when there is less competition for franchised hotels in the market. Comfort Letters – A comfort letter is a letter from the franchisor to the lender assuring the lender that in the event of a foreclosure the franchise agreement will stay in place provided the lender or subsequent owner satisfies certain requirements. This provides the lender “comfort” that it will retain the value the brand brings to its collateral. Some franchisors will charge a fee for comfort letters which can be negotiated up front. Management Agreements Key Terms to Focus On Length of the agreement Procedures for early termination by either party Procedures for extending contract Contract terms in the event of hotel’s sale Base fee to be charged Incentives fees earned or penalties assessed related to operating performance Management company investment required or ownership attained Exclusivity (Is the management contract company allowed to operate competing hotels?) Reporting relationships and requirements Insurance requirements of the management company Status of employees Operator reimbursable expenses Operator loan or equity contributions (terms and conditions, priority, and payback) Operator performance standards Owner input in operational decision−making Operational and financial reporting Termination at owner’s option without cause, on sale, and on foreclosure Non−compete covenants Dispute settlement mechanisms Management Contract Terms Initial Term Usually 10-20 Years Upscale Operators (FS, Ritz, etc), sometimes 50+ Renewal Terms – Usually 5 - 10 years Base Fee Range 2-4% of Total Revenue Example: IHG 1-3% of hotels Total Revenue Starwood base fee is tied to gross rev (though depends on region of hotel) Incentive Fee: Based on % of Profits Typically related to GOP before reduction of base fee Adjusted GOP with reduction of base fee NOP after deduction of some or all fixed charges NOP after deduction of some or all fixed charges and an owner’s priority return Example: IHG 5-10% of GOP Example: Starwood tied to profits – depends on region where hotel is located Rafael Group: 10% of NCF or 25% of excess GOP over annual target levels Key Considerations Employees The owner would prefer the hotel's employees to be employed by the operator, but this is rarely achievable. Operators take the contrary position, other than in relation to the General Manager. If the hotel's employees are employed by the owner, the owner should extract appropriate indemnities from the operator to guard against any liability to employees arising through mismanagement of the employer-employee relationship. Non-compete The owner should limit the operator's ability to be involved in other hotels which will compete for the same business as the owner's hotel. If this limitation is included, the operator will seek to limit this to hotels within a defined area. Financial reporting The owner will not want to micro-manage the hotel operation but should have the ability to oversee and, in appropriate circumstances, manage the incurrence of costs and expenses so as to preserve the return on its investment. The operator should prepare, deliver and keep to operating, capital expenditure and FF&E budgets approved by the owner. Flexibility to adjust these budgets to meet changing circumstances should be considered. Operators who run the hotel under their own brand will likely demand the right to incur expenditure so as to preserve the brand reputation associated with its goodwill and common operating standards. Care must be taken to ensure that this does not turn into a 'blank cheque' – if the operator's group decides to introduce a swimming pool in all of its branded hotels, the owner should not be forced to agree to the building of a new pool complex at its hotel. The operator should provide complete, detailed and accurate financial data to the owner, who may reserve the right to audit the books from time to time. Maintenance of books of account should be in accordance with accepted accounting standards. Key Considerations Termination If the hotel is a new-build, the owner should have the right to terminate the management agreement if the hotel is not completed for any reason without payment of compensation to the operator. The owner should have the right to terminate if the operator defaults under the agreement, without incurring any liability. It may reserve the right to terminate without cause, but should expect the operator to require payment of a termination fee equivalent to its anticipated return over the unexpired duration of the contract. The owner may also extract a right to terminate if the operator fails to meet defined performance measures detailed in the management agreement, or if the operator experiences change such as being acquired by a competitor. Business continuity on termination is important, and the management agreement should provide for a smooth transition on termination or expiry.
Liability Even though the operator is managing the hotel on a day-to-day basis, the owner's residual liability should be addressed. If the operator acts as agent for the owner, the owner should obtain indemnities to provide for the situation where the operator exceeds its authority or otherwise incurs liability for the owner without justification.
Intellectual property Who owns the intellectual property rights in the hotel's processes, computer systems and branded materials should be addressed in the management agreement. If the operator retains these rights, there should be adequate protection for the owner in terms of business continuity in the event of termination or expiry of the agreement. HMA Abstract
Term 20 years Base Fee 3.5% of gross revenues Incentive Fee 15% of GOP less base management fees FF&E Reserve 4% from Year 3 Max LTV at Financing/Re-Financing 60%
Max DSCR at Financing/Re- 1.3x Financing Restrictions on Sale Customary to major brand agreements, including no sale to Competitors or Prohibited Persons; liquidated damages in violations is $5 million Key Money $5 million Key Money Return Amount Key Money amortized straight line over 20-year term; due to Franchisor under if agreement is terminated (with damages net against if due to Franchisor default)
Performance Test Failure in two consecutive years to achieve: (a) 85% of budgeted GOP; and (b) 85% of RevPAR Index (established as hotel’s RevPAR vs competitive set in third operating year). Test is subject to customary exceptions like force majeure, Owner’s default, major capital programs not contemplated in the budget, etc.
Performance Test Cure Rights Franchisor may cure no more than twice during the term by compensating Owner the difference between the achieved GOP and the required GOP to pass the test. Supplemental Agreements Systems License Agreement for use of trade names, Centralized Services Agreements for brand services, and Design Review Agreement for conversion PIP advisory services Term Initial Term Renewal Term Fees Base Fee Incentive Fee Fee Caps Subordination of fees Alignment of Interests/Operator Incentives
Shared Investments Credit Enhancement Key Money NOI/GP Guarantees against negative operating cash flow Operator Duties
Detailed Listing of Operator Duties Limits on Operator Authority Control Over Reimbursements Termination Termination for cause Termination on sale Termination for failure to satisfy the performance standard Termination for convenience Termination for failure of brand to maintain; growth trend, critical mass, regional or national marketing Termination for bankruptcy or insolvency Termination for deterioration in brand or public perception Termination for brand’s change in key personnel Transition on termination Performance Tests RevPAR Test Budget Test Owner’s Return Test Measuring Period Cures Provision enabling owner to explore other operators at any time it is uncomfortable with operator, in its sole discretion (no interference or breach) Operating Standard Fiduciary obligations, maximize NPV to owner, minimize obligation of owner to provide additional investment Budgets Content Timing Operating budget approval Capital budget approval Budget compliance Reports & Inspection Periodic report, annual reports, detail and flash reports Audited financial statements Right of owner to inspect and audit both financials & operations Other Matters
Who is the employer? Union Matters Licenses & Permits Subordination, Non-Disturbance and Attornment agreements with lenders now and in the future Limitation on owner contributions to working capital Right of first refusal Non-compete term, area, brands Indemnification – what exclusions to owner’s indemnification of operator Exculpation – limit liability of owner to its interst in the hotel Sale of the hotel – operators transfer of rights und the hotel management agreement Arbitration/resolution Operator Guarantees
Operator Guarantees: If the level of profit is not achieved by the operator, the operator guarantees to make up the difference to the owner through their own funds. When such guarantees exist that there is a provision for the operator to “claw back” any payments made under a guarantee out of future surplus profits Performance Measures RevPAR might tempt the operator to focus on the revenue line at the expense of profit margins. Should a force majeure or other similar event happen that is beyond an operators control, then the performance test may not be applicable for that year. Owner Approval Approval may depend on conditions of performance test Operator has the responsibility of hiring and training the line-staff personnel In many management agreements, owner approval is only required for the hiring of senior management Also in most cases, owner remains employer of hotel’s staff -> enables continuity of employment Lease & Concessions Most owners will require restrictions on these agreements as longer-term agreements may complicate a future sale, and may not be the most profitable use of space Capital Expenditure
Typically 3-5% of gross revenue Within a management contract, the obligation fall upon the owner to provide funds to maintain the hotel according to the relevant brand standards Non-Compete Clause
Typically for the whole duration of the agreement or at least for a defined period Operators with a larger portfolio of brands may be able to negotiate the exclusion of certain brands or of all but for a shorter length of time Termination
Termination on sale: – Provides the owner the opportunity to realize the investment, and sell the hotel unencumbered. Offers more flexibility to the owner and any potential investors. How Franchise Agreements Differ From Management Agreements
Franchisors have very few obligations (franchisors often provide in their agreements that they do not have any set obligations—their incentive to provide the services contemplated by the parties “rests in the marketplace”). Potential franchisees have limited right to terminate an unsatisfactory franchise because of the franchisor’s failure to provide services or results without payment of a substantial termination fee. Franchisees are obligated to pay franchise fees, observe franchise restrictions and maintain brand standards or suffer damages and termination. Performance discipline is generally lacking as there are generally no incentive fees, or termination rights in favor of the franchisee for subpar or even dismal performance. Franchisors are obligated to provide a uniform franchise offering circular (UFOC) to each potential franchise acquirer. The UFOC provides information on all the costs of a franchise, success factors, information about the franchisor, a copy of the standard form of franchise agreement and other key matters. Potential franchisees can use the UFOC as one tool for gauging the costs of a franchised hotel and the track record of a franchisee; however, due diligence should not begin and end with the UFOC; other steps, including interviewing other franchisees and site visits, cannot be overlooked. Caveat: Franchise agreements are subject to various laws, and any agreement that meets the definition of a “franchise” can be subject to franchise regulation no matter what it is labeled. Value Of A Brand Pipeline Overview Supply Growth over 25 years – Top Luxury Chains
1988 1993 1998 2003 2008 2013 12,000 • Big growth for brands like JW and Intercon. • Several new brands: W, Waldorf and Trump. • More moderate growth over time for other brands 10,000
8,000
6,000
4,000
2,000
0 Supply Growth – Top Upper Upscale Chains • Largest growth for brands like Marriott, Embassy, Westin, and Renaissance. • More moderate growth over time for other brands 120,000 1988 1993 1998 2003 2008 2013
100,000
80,000
60,000
40,000
20,000
0 Supply Growth over 25 years – Top Upscale Chains
120,000 1988 1993 1998 2003 2008 2013
100,000 • Big growth for most chains. • Half are new brands: HGI, Springhill, Homewood, HP, and 80,000 Staybridge. • Different growth pattern for Radisson and Four Points. 60,000
40,000
20,000
0
* Less Disney Hotels Americas Development – Top Chains, New Opens in Last 3 Years Number of Rooms, Top Chains by Recent Rooms Opened, in Thousands, June 2011 through May 2014
Holiday Inn Express 13.8 Hampton Inn & Suites 10.4 Courtyard 8.0 Hilton Garden Inn 7.6 Hampton Inn 7.4 Residence Inn 6.3 Fairfield Inn 5.6 Hotel ibis 4.7 Hyatt Place 4.6 Homewood Suites 4.6 Holiday Inn 4.5 TownePlace Suites 3.7 Springhill Suites 3.7 Best Western Plus 3.7 Home2 Suites by Hilton 3.3 Candlewood Suites 3.2 La Quinta Inns & Suites 3.2 aloft Hotels 3.0 Microtel Inn & Suites 2.6 Marriott 2.4 Comfort Inn 2.4 Disney Hotels 2.3 0 2 4 6 8 10 12 14 Americas Development – Top Chains with Most Rooms Under Construction
Holiday Inn Express 13.8 Hampton Inn & Suites 10.4 Courtyard 8.0 Hilton Garden Inn 7.6 Hampton Inn 7.4 Residence Inn 6.3 Fairfield Inn 5.6 Hotel ibis 4.7 Hyatt Place 4.6 Homewood Suites 4.6 Holiday Inn 4.5 TownePlace Suites 3.7 Springhill Suites 3.7 Best Western Plus 3.7 Home2 Suites by… 3.3 Candlewood Suites 3.2 La Quinta Inns &… 3.2 aloft Hotels 3.0 Microtel Inn & Suites 2.6 Marriott 2.4 Comfort Inn 2.4 Disney Hotels 2.3 Comfort Suites 2.0 Embassy Suites 1.9 Sleep Inn 1.9 0 2 4 6 8 10 12 14 Asia Pacific - Top Chains by Number of Rooms 7 Days Inn 98 Home Inn 96 JinJiang Inns 95 GreenTree Inns 64 Toyoko Inn 47 Sheraton Hotel 41 Super 8 38 Crowne Plaza 37 Holiday Inn 35 Shangri-La Hotel 28 Hanting 28 Hilton 27 Novotel Hotels 25 InterContinental 24 Motel 168 24 Vienna Hotel 22 Hotel ibis 22 Best Western 18 Prince Hotels 15 Westin 15 Hyatt 15 Washington Hotel 14 Marriott 14 0 10 20 30 40 50 60 70 80 90 100 Asia Pacific Development – Top Chains, New Opens in Last 3 Years
7 Days Inn 42.6 JinJiang Inns 37.9 Super 8 22.6 Green Tree Inn 15.8 Sheraton Hotel 14.0 Crowne Plaza 11.5 Holiday Inn 8.4 Hilton 6.3 JI Hotels 6.2 Holiday Inn Express 5.4 Vienna Hotel 5.4 Days Hotel 5.2 Howard Johnson 5.0 Home Inn 4.9 Hotel ibis 4.4 InterContinental 4.3 Ramada 4.0 Best Western 3.8 Hyatt 3.8 Novotel Hotels 3.8 Doubletree 3.8 Four Points 3.7 City Comfort Inn 3.6 Pullman 3.6 Kempinski Hotel 3.5 Marriott 3.5 Westin 3.4 Tune Hotels 3.4 Radisson Blu 3.0 0 5 10 15 20 25 30 35 40 45 Asia Pacific Development – Top Chains with Most Rooms Under Construction
Hilton 16.2 DoubleTree 13.6 Marriott 10.1 Sheraton Hotel 8.6 JW Marriott 7.2 Courtyard 6.9 Shangri-La 6.8 Crowne Plaza 6.5 Holiday Inn 6.0 Novotel 5.1 Holiday Inn… 5.0 Hyatt 4.6 ibis 4.1 Renaissance 3.9 InterContinental 3.9 Pullman 3.8 Moevenpick 3.2 Four Points 3.2 Grand Hyatt 3.2 Hilton Garden Inn 3.1 Conrad 2.6 Mercure 2.4 Citadines 2.3 Four Seasons 1.6 0 2 4 6 8 10 12 14 16 18 Europe - Top Chains by Number of Rooms
Hotel ibis 77.9 Best Western 74.2 Mercure Hotels 59.3 Premier Inn 55.2 Holiday Inn 44.8 N H Hotels 43.7 Radisson Blu 43.6 Novotel Hotels 42.4 Hilton 41.0 Travelodge, UK 38.5 ibis budget 35.7 Scandic Hotel 29.8 Holiday Inn Express 26.4 Campanile Hotel 25.9 Marriott 21.1 Park Inn 20.1 Crowne Plaza 19.2 Ramada 19.1 Sol 19.0 Hotel F1 17.9 Hotel Premiere… 17.7 Sheraton Hotel 16.9 Melia 15.9 RIU Hotel 15.7 Quality 15.5 0 10 20 30 40 50 60 70 80 Europe Development – Top Chains, New Opens in Last 3 Years
Premier Inn 9.1 Travelodge UK 7.1 Motel One 5.0 Ramada 4.7 Radisson Blu 4.4 Hotel ibis 4.2 Holiday Inn Express 3.8 Hampton Inn 3.3 Scandic Hotel 3.2 ibis budget 2.9 Park Inn 2.8 Hilton 2.8 Best Western Plus 2.5 Hilton Garden Inn 2.3 Best Western 2.2
0 1 2 3 4 5 6 7 8 9 10 Europe Development – Top Chains with Most Rooms Under Construction
Hilton 3.5 Hilton Garden Inn 3.0 Motel One 2.8 Hampton Inn 2.7 DoubleTree 2.5 Marriott 1.7 Novotel 1.7 Holiday Inn 1.6 Mercure 1.6 ibis budget 1.5 Park Inn 1.5 Premier Inn 1.4 ibis 1.4 Hyatt 1.4 Sheraton Hotel 1.4 Crowne Plaza 1.3 Holiday Inn Express 1.3 Radisson Blu 1.2 Renaissance 1.1 ibis styles 0.8 Courtyard 0.8 Travelodge 0.7 InterCityHotel 0.7 Kempinski 0.7 Divan 0.6 0 1 2 3 4 Mideast & Africa - Top Chains by Number of Rooms Hilton 16.3 Moevenpick 12.2 InterContinental 10.2 Radisson Blu 9.8 Golden Tulip 9.4 Protea Hotel 9.3 Sheraton Hotel 8.7 Le Meridien 8.1 Rotana 7.6 Hotel ibis 7.6 Crowne Plaza 6.9 Southern Sun 6.7 RIU Hotel 6.5 Iberotel Hotels 6.3 Sofitel 6.2 Holiday Inn 5.6 Novotel Hotels 5.2 Ramada 5.0 Marriott 4.9 Sun International 4.8 0 2 4 6 8 10 12 14 16 Mideast & Africa Development – Top Chains, New Opens in Last 3 Yrs
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