This document is an investor presentation from Hospitality Properties Trust regarding its portfolio as of August 2018. HPT owns a diverse portfolio of 524 hospitality and travel center properties across the United States valued at $10 billion. The portfolio includes 325 hotels with 50,379 rooms that are operated under long-term contracts by major brands like Marriott, IHG, and Hyatt. It also includes 199 travel centers located along major highways that are leased to TravelCenters of America. The presentation highlights the defensive characteristics of HPT's portfolio, including manager guarantees, security deposits, and potential upside from performance-based returns.
Nicola Mining Inc. Corporate Presentation May 2024
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Hpt investor presentation 2_q18_final
1. Hospitality Properties Trust
Investor Presentation
August 2018
Courtyard San Francisco Airport/Oyster Point Waterfront
San Francisco, CA
Operator: Marriott International Inc.
Guest Rooms: 198
2. Hospitality Properties Trust
Disclaimer.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESENTATION CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS āBELIEVEā, āEXPECTā,
āANTICIPATEā, āINTENDā, āPLANā, āESTIMATEā, āWILLā, āMAYā AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR
EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS PRESENTATION RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING OUR HOTEL MANAGERSā OR TENANTSā ABILITIES TO
PAY THE CONTRACTUAL AMOUNTS OF RETURNS OR RENTS DUE TO US, OUR ABILITY TO COMPETE FOR ACQUISITIONS EFFECTIVELY, OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS, OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS
AND THE AMOUNT OF SUCH DISTRIBUTIONS, OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL, OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL, OUR INTENT TO MAKE IMPROVEMENTS TO CERTAIN OF OUR PROPERTIES AND THE SUCCESS OF OUR
HOTEL RENOVATIONS TO IMPROVE OUR HOTELSā RATES AND OCCUPANCIES, OUR ABILITY TO ENGAGE AND RETAIN QUALIFIED MANAGERS AND TENANTS FOR OUR HOTELS AND TRAVEL CENTERS ON SATISFACTORY TERMS, THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR
REVOLVING CREDIT FACILITY, OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT, OUR CREDIT RATINGS AND THE ABILITY OF TRAVELCENTERS OF AMERICA LLC (TA) TO PAY CURRENT AND DEFERRED RENT AMOUNTS AND OTHER OBLIGATIONS DUE TO US.
OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, SUCH AS THE IMPACT OF CONDITIONS AND CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR
MANAGERS AND TENANTS, COMPETITION WITHIN THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, PARTICULARLY IN THOSE MARKETS WHERE OUR PROPERTIES ARE LOCATED, COMPLIANCE WITH, AND CHANGES TO APPLICABLE LAWS, REGULATIONS AND
RULES, OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL
AND ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES. FOR EXAMPLE: (A) WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES AND FUTURE
DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED; (B) THE FAILURE OF OUR MANAGERS OR TENANTS TO PAY MINIMUM RETURNS OR RENTS DUE TO US MAY REDUCE OUR CASH FLOWS AND OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS; (C) CERTAIN GUARANTEES AND
SECURITY DEPOSITS FROM OUR MANAGERS AND TENANTS ARE LIMITED IN AMOUNT AND DURATION AND ALL THE GUARANTEES ARE SUBJECT TO THE GUARANTORSā ABILITIES AND WILLINGNESS TO PAY. WE CANNOT BE SURE OF THE FUTURE FINANCIAL PERFORMANCE OF OUR
PROPERTIES AND WHETHER SUCH PERFORMANCE WILL COVER OUR MINIMUM RETURNS AND RENTS, WHETHER THE GUARANTEES OR SECURITY DEPOSITS WILL BE ADEQUATE TO COVER FUTURE SHORTFALLS IN THE MINIMUM RETURNS OR RENTS DUE TO US WHICH THEY GUARANTY
OR SECURE, OR REGARDING OUR MANAGERSā, TENANTSā OR GUARANTORSā FUTURE ACTIONS IF AND WHEN THE GUARANTEES AND SECURITY DEPOSITS EXPIRE OR ARE DEPLETED OR THEIR ABILITIES OR WILLINGNESS TO PAY MINIMUM RETURNS AND RENTS OWED TO US; (D) THE COST
OF CAPITAL PROJECTS ASSOCIATED WITH RENOVATIONS WE ARE MAKING OR MAY MAKE IN THE FUTURE AT CERTAIN OF OUR HOTELS MAY BE GREATER THAN WE NOW ANTICIPATE, AND OPERATING RESULTS AT OUR HOTELS MAY DECLINE AS A RESULT OF HAVING ROOMS OUT OF
SERVICE OR OTHER DISRUPTIONS DURING RENOVATIONS. ALSO, WHILE OUR FUNDING OF THESE CAPITAL PROJECTS WILL CAUSE OUR CONTRACTUAL MINIMUM RETURNS TO INCREASE, THE HOTELSā OPERATING RESULTS MAY NOT INCREASE OR MAY NOT INCREASE TO THE EXTENT
THAT THE MINIMUM RETURNS INCREASE. ACCORDINGLY, COVERAGE OF OUR MINIMUM RETURNS AT THESE HOTELS MAY REMAIN DEPRESSED FOR AN EXTENDED PERIOD; (E) WE EXPECT TO PURCHASE FROM TA DURING THE REMAINDER OF 2017 APPROXIMATELY $16.1 MILLION OF
CAPITAL IMPROVEMENTS TA EXPECTS TO MAKE TO THE TRAVEL CENTERS WE LEASE TO TA. PURSUANT TO THE TERMS OF THE APPLICABLE LEASES, THE ANNUAL RENT PAYABLE TO US BY TA WILL INCREASE AS A RESULT OF ANY SUCH PURCHASES. WE MAY ULTIMATELY PURCHASE
MORE OR LESS THAN THIS BUDGETED AMOUNT. TA MAY NOT REALIZE RESULTS FROM ANY OF THESE CAPITAL IMPROVEMENTS WHICH EQUAL OR EXCEED THE INCREASED ANNUAL RENTS IT WILL BE OBLIGATED TO PAY TO US, WHICH COULD INCREASE THE RISK OF TA BEING UNABLE TO
PAY AMOUNTS DUE TO US; (F) HOTEL ROOM DEMAND AND TRUCKING ACTIVITY ARE OFTEN REFLECTIONS OF THE GENERAL ECONOMIC ACTIVITY IN THE COUNTRY AND IN THE GEOGRAPHIC AREAS WHERE OUR PROPERTIES ARE LOCATED. IF ECONOMIC ACTIVITY IN THE COUNTRY
DECLINES, HOTEL ROOM DEMAND AND TRUCKING ACTIVITY MAY DECLINE AND THE OPERATING RESULTS OF OUR HOTELS AND TRAVEL CENTERS MAY DECLINE, THE FINANCIAL RESULTS OF OUR HOTEL MANAGERS AND OUR TENANTS, INCLUDING TA, MAY SUFFER AND THESE MANAGERS
AND TENANTS MAY BE UNABLE TO PAY OUR RETURNS OR RENTS; (G) HOTEL AND OTHER COMPETITIVE FORMS OF TRAVEL LODGING SUPPLY GROWTH HAS BEEN INCREASING AND MAY AFFECT OUR HOTEL OPERATORS' ABILITY TO GROW AVERAGE DAILY RATES (ADR) AND OCCUPANCY,
AND ADR AND OCCUPANCY COULD DECLINE DUE TO INCREASED COMPETITION WHICH MAY CAUSE OUR HOTEL OPERATORS TO BECOME UNABLE TO PAY OUR RETURNS OR RENTS; (H) IF THE CURRENT LEVEL OF COMMERCIAL ACTIVITY IN THE COUNTRY DECLINES, IF THE PRICE OF
DIESEL FUEL INCREASES SIGNIFICANTLY, IF FUEL CONSERVATION MEASURES ARE INCREASED, IF FREIGHT BUSINESS IS DIRECTED AWAY FROM TRUCKING, IF TA IS UNABLE TO EFFECTIVELY COMPETE OR OPERATE ITS BUSINESS, IF FUEL EFFICIENCIES, THE USE OF ALTERNATIVE FUELS
OR TRANSPORTATION TECHNOLOGIES REDUCE THE DEMAND FOR PRODUCTS AND SERVICES TA SELLS OR FOR VARIOUS OTHER REASONS, TA MAY BECOME UNABLE TO PAY CURRENT AND DEFERRED RENTS DUE TO US; (I) WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT
TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING, MANAGEMENT CONTRACTS OR LEASE TERMS FOR NEW PROPERTIES; (J) CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS
AND SALES AND ANY RELATED MANAGEMENT ARRANGEMENTS WE EXPECT TO ENTER MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE; (K) OUR PROPERTIES REQUIRE, AND WE HAVE AGREED TO PROVIDE, SIGNIFICANT
FUNDING FOR CAPITAL IMPROVEMENTS, RENOVATIONS AND OTHER MATTERS. ACCORDINGLY, WE MAY NOT HAVE SUFFICIENT WORKING CAPITAL OR LIQUIDITY; (L) CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING
CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY; (M) ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE DEBT WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND
EXPENSES ASSOCIATED WITH SUCH FACILITIES AND (N) OUR OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR PAYMENT OF A FEE AND MEETING OTHER CONDITIONS THAT MAY NOT BE MET.
OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2018 AND OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) IDENTIFY OTHER IMPORTANT
FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SECāS WEBSITE AT WWW.SEC.GOV. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS. EXCEPT AS
REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
NON-GAAP FINANCIAL MEASURES
THIS PRESENTATION CONTAINS NON-GAAP FINANCIAL MEASURES INCLUDING NORMALIZED FUNDS FROM OPERATIONS (FFO), ADJUSTED EBITDA, NET OPERATING INCOME (NOI) AND CASH BASIS NOI. RECONCILIATIONS FOR THESE METRICS TO THE CLOSEST U.S. GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (GAAP) METRICS ARE INCLUDED IN AN APPENDIX HERETO.
2Unless otherwise noted, all data presented is as of June 30, 2018.
3. Hospitality Properties Trust
HPTās high quality properties, conservative profile and secure cash flows
provide a growing and well covered dividend.
3
ā¢ Diversified portfolio of well maintained, high quality properties.
ā¢ Long term portfolio agreements that can provide security of cash flow.
ā¢ Ramping portfolio and improvement opportunities.
ā¢ Conservative profile. Capacity to support continued disciplined growth.
ā¢ Dividend payout ratio only 49.5% in the second quarter 2018.
4. Hospitality Properties Trust (1) Represents historical cost of properties plus capital improvements funded by HPT less impairment writedowns, if any, and excludes capital improvements made from
FF&E reserves funded from hotel operations which do not result in increases in minimum returns or rent.
HPT is one of the most geographically diverse lodging REITs and owns
hotels and travel centers operated under 21 recognized brands.
ā¢ $10.0 billion investment portfolio (historical investment basis(1)).
ā¢ Total of 524 properties located in 45 states, Puerto Rico and Ontario.
ā¢ 325 hotels with 50,379 rooms.
ā¢ 199 travel centers with 4,930 acres of land located adjacent to the U.S. interstate highway system.
4
HPT Travel Center Brands
61 hotels
7,553 suites
35 hotels
4,488 suites
10 hotels
3,941 rooms
5 hotels
1,636 rooms
6 hotels
2,332 rooms
12 hotels
1,321 suites
20 hotels
2,481 suites
22 hotels
2,724 suites
3 hotels
800 rooms
39 hotels
4,730 suites
2 hotels
748 rooms
5 hotels
1329 rooms
16 hotels
1,756 suites
3 hotel
825 suites
3 hotels
754 rooms
71 hotels
10,264 rooms
4 hotels
610 suites 2 hotels
264 suites
6 hotels
1,823 rooms
HPT Hotel Brands
5. Hospitality Properties Trust
ā¢ 8 Hotel Management Agreements/Leases.
ā¢ HPTās operating agreement structure reduces cash flow
volatility in a downturn and allows for upside participation in
a recovery.
ā¢ The majority of HPTās 325 hotel properties are secured by
deposits or guarantees and have potential additional
returns based on performance.
ā¢ Six agreements covering 222 hotels feature manager
guarantees and/or security deposits that protect HPTās
cash flow when hotel operations fail to cover minimum
rents or returns.
ā¢ Hotel management agreements provide for additional
returns to HPT based on hotel net operating income
above certain thresholds.
HPT has $6.4 billion invested(1)
in 325 full service, select service and
extended stay hotels.
5(1) Represents historical cost of properties plus capital improvements funded by HPT less impairment writedowns, if any, and excludes capital improvements made from
FF&E reserves funded from hotel operations which do not result in increases in minimum returns or rents.
HPT Hotel Managers
(by $ invested)(1)
Unique Agreements
Manager Hotels Rooms
InterContinental Hotels Group plc (IHG) 100 16,354
Marriott International, Inc. 122 17,085
Sonesta International Hotels Corporation 50 8,698
Wyndham Hotel Group 22 3,579
Global Hyatt Corporation 22 2,724
Radisson Hotel Group 9 1,939
$2,056
$1,795
$1,614
$394 $302 $270
IHG Marriott Sonesta Wyndham Hyatt Radisson
6. Hospitality Properties Trust
HPT hotels are operated by brand owners as opposed to third-party
management groups.
Data presented is as of June 30, 2018, unless otherwise noted. 6
7. Hospitality Properties Trust 7
Courtyard Atlanta Midtown/Georgia Tech
Atlanta, GA
Operator: Marriott International Inc.
Guest Rooms: 168
Royal Sonesta Boston
Cambridge, MA
Operator: Sonesta International Hotels Corp.
Guest Rooms: 400
8. Hospitality Properties Trust
HPT has $3.5 billion invested in 199 travel centers located along the U.S.
Interstate Highway System.
8
HPT owns or leases 149 āTAā travel centers located in 40 states.
HPT owns 50 āPetroā travel centers located in 26 states.
Hebron, OH
Wilmington, IN
ā¢ TravelCenters of America operates two of the strongest travel center brands in the
industry.
ā¢ 5 Triple Net Leases.
ā¢ HPT's travel centers are part of TAās network of 257 āTAā
and āPetroā branded travel centers in 43 states and
Ontario.
ā¢ Difficult to replicate real estate located near exits along
the U.S. Interstate Highway System.
ā¢ Average site is over 20 acres with parking for 200 tractor
trailers and 100 cars.
ā¢ Multiple diesel fuel and gasoline islands, plus a table
service restaurant (approx. 135 seats) and one or more
quick service restaurants (QSRs) at each site.(2)
ā¢ Large travel and convenience stores averaging over
5,000 square feet of interior space.
ā¢ Truck repair facilities and tire and parts stores; and
nationwide on the road truck repair service along the U.S.
Interstate Highway System.
(1) In total, TA operates 584 quick service restaurants (QSRs) under contracts with 32 national franchisors including: ArbyāsĀ®; Burger KingĀ®; Popeye's Chicken & BiscuitsĀ®; Pizza HutĀ®; Starbucks CoffeeĀ®; SubwayĀ®;
Taco BellĀ® and WendyāsĀ®
9. Hospitality Properties Trust
Economic growth continues. Increasing regulation may cater to full
service travel center advantages.
9
Issue Implication
Fuel and non-fuel demand is
expected to see continued steady
growth over the next decade.
Travel centers which provide
services to professional truck
drivers from restaurants to clean
showers and bathrooms to truck
repair facilities will be in demand.
Larger full service truck stops
with ample parking, for over 200
tractor trailer trucks will have a
competitive advantage ā TAās
reservation program proves
value.
10. Hospitality Properties Trust
TAās business plans are primarily focused on 1) solutions that can help increase driver
satisfaction and 2) expanding the market of addressable truck customers.
10
ā¢ There is a driver shortage in the for-hire,
predominantly long haul, truckload industry thatās
being driven, in part, by increasing regulation and
restrictions on drivers.(1)
ā¢ Fleets are looking for ways to attract and retain
drivers. TA is investing in solutions that can increase
driver satisfaction and driver efficiency.
ā¢ TA is expanding the market of addressable truck
customers by (1) providing certain truck services at
fleet customerās service yard locations or at third
party distribution/fulfillment centers where fleets are
providing long haul and less-than-truckload
deliveries and (2) servicing private and for-hire class
4-7 commercial trucks.
3.6 MIL ARE CLASS 8
TRUCKS
Of which
~ 1 MIL ARE LONG HAUL TRUCKS
31 MIL COMMERCIAL TRUCKS
Of which
DRIVER
HOURS OF
SERVICE
ELECTRONIC
LOGGING
DEVICES
PENALTIES FOR
PARKING
ILLEGALLY
+ +
SAFETY
REGULATION
ENFORCEMENT
+
(1) American Trucking Association
TAās primary focus has been to provide fuel and nonfuel
products and services to long haul truck drivers.
11. Hospitality Properties Trust
The defining business characteristic of HPT remains its strong
operating agreement terms.
ā¢ Portfolio Agreements. 522 of HPTās 524 properties are part of pooled portfolio agreements. Each
portfolio agreement includes between 9 and 100 geographically diverse properties.
ā¢ Minimum Returns and Rents. The majority of HPTās agreements require its managers or tenants to pay
HPT fixed minimum returns or rents.
ā¢ Security Features. The majority of HPTās agreements include security features to protect HPTās cash
flows, including some or all of: cash security deposits; subordination of management fees to HPTās
minimum returns/rents; and full or limited guarantees from parent companies.
ā¢ Long Term Agreements. New agreements are generally entered for 15 to 25 years. The weighted
average term remaining for our agreements (weighted by our investment) is approximately 15.1 years1.
ā¢ High Likelihood of Contract/Lease Renewals. Renewals are permitted only for all properties in each
portfolio. Because HPTās agreements generally represent significant percentages of its operatorsā
brands, renewals are highly likely.
ā¢ FF&E Reserves. Hotel operators are generally required to escrow 5-6% of gross revenues for
renovations.
(1) 2017 10K
11
12. Hospitality Properties Trust
Approximately 74% of HPTās total minimum rents and returns are secured
by deposits or guarantees.
12
(1) Annualized minimum rent amounts represent cash rent amounts due to HPT and exclude adjustments, if any, necessary to recognize rental
income on a straight line basis in accordance with GAAP.
(2)
(3) The $35.7 million limited guaranty from Wyndham Worldwide Corporation was depleted during the year ended December 31, 2017. HPTās agreement with
the Wyndham hotel subsidiary provides that if the hotelās cash flows available after payment of hotel operating expenses are less than the minimum
returns due to HPT, to avoid default Wyndham is required to pay HPT the greater of the available hotel cash flow and 85% of the contractual minimum
amount due. Wyndham has paid 85% of the minimum returns due to HPT for the three months ended June 30, 2018.
(4)
On March 14, 2018, HPT entered into a settlement agreement with Morgans and SBE related to the partiesā California litigation.
Pursuant to that settlement agreement, on May 8, 2018, the Morgans lease was terminated and Morgans surrendered
possession of the hotel to HPT. The contractual rent due to HPT under the Morgans lease through May 8, 2018 was paid to HPT. HPT rebranded this hotel
to the Royal SonestaĀ® brand and added it to its management agreement with Sonesta.
Subtotal Hotels
Total/Average 13 agreements 524 50,379 / 4,930 855,364$ 100%
7 brand owners
1 Marriott No. 1 53 7,609 69,317$ 8%
Operating Agreement
No. of
Properties
No. of Rooms/
Land Acreage
Annual Minimum
Return/Rent (1)
% of Total
3 Marriott No. 5 1 356 10,321 1%
2 Marriott No. 234 68 9,120 106,869 12%
4 InterContinental 100 16,354 190,521 22%
6 Wyndham 22 3,579 29,063 3%
5 Sonesta 50 8,698 121,451 14%
7 Hyatt 22 2724 22,037 3%
8 Radisson 9 1,939 18,920 2%
9 TA No. 1 40 825 53,169 6%
325 50,379 568,499 66%
54,810 6%
11 TA No. 3 39 909 54,541 6%
10 TA No. 2 40 957 54,324 6%
12 TA No. 4 40
Subtotal Travel Centers 199 4,930 286,865 34%
13 TA No. 5 40 1,148 70,021 8%
1,091
We define coverage as total property level revenues minus all property level expenses and FF&E reserve escrows which are not subordinated to
minimum returns or rents due to us divided by the minimum returns or rents due to us (which data is provided to us by our managers or tenants).
Coverage amounts for our agreement with InterContinental Hotels Group, plc, or InterContinental, our Sonesta agreement and our agreement
with Radisson Hospitality, Inc., or Radisson, include data for certain hotels for periods prior to when we acquired ownership of them. Coverage
amounts for our agreement with Radisson exclude data for certain hotels we sold during the periods presented.
14. Hospitality Properties Trust 14
Radisson Hotel Salt Lake City Downtown
Salt Lake City, UT
Operator: Radisson Hotel Group
Guest Rooms: 381
15. Hospitality Properties Trust
Financial highlights.
(1) Each of our management agreements or leases provides for payment to us of an annual minimum return or minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees or security deposits. In addition, certain of our
hotel management agreements provide for payment to us of additional amounts to the extent of available cash flows as defined in the management agreement. Payments of these additional amounts are not guaranteed or secured by deposits. Annualized minimum rent
amounts represent cash rent amounts due to us and exclude adjustments, if any, necessary to recognize rental income on a straight line basis in accordance with GAAP.
(2) We define coverage as total property level revenues minus all property level expenses and FF&E reserve escrows which are not subordinated to minimum returns or rents due to us divided by the minimum returns or rents due to us (which data is provided to us by
our managers or tenants). Coverage amounts for our agreement with InterContinental Hotels Group, plc, or InterContinental, our Sonesta agreement and our agreement with Radisson Hospitality, Inc., or Radisson, include data for certain hotels for periods prior to when we
acquired ownership of them. Coverage amounts for our agreement with Radisson exclude data for certain hotels we sold during the periods presented.
(3) See exhibits on page 21 for the calculation of EBITDA and Adjusted EBITDA, and a reconciliation of net income determined in accordance with GAAP to these amounts. See exhibits on page 22 for a reconciliation of FFO to nearest GAAP measure.
(4) Debt amounts represent the principal balance as of the date reported. The carrying value of our total debt of $4,113,250 as of June 30, 2018 is net of unamortized discounts and premiums and certain issuance costs totaling $58,750.
(5) Total Gross assets is total assets plus accumulated depreciation.
(6) On July 19, 2018, we declared a quarterly dividend of $0.53 per share ($2.12 per year) which we expect to pay on or about August 16, 2018 to shareholders of record on July 30, 2018.
15
16. Hospitality Properties Trust
HPT believes it will continue benefitting from a well maintained portfolio.
ā¢ HPT funded $25.1 million of hotel improvements in Q2. HPT expects to fund an
additional $145.0 million of hotel improvements for the remainder of 2018.
ā¢ HPT expects to have 29 hotels under renovation for the third quarter of 2018, 15 of
which are comparable hotels.
ā¢ HPT funded $15.7 million of travel center improvements in Q2. HPT expects to fund
an additional $22.8 million of travel center improvements for the remainder of 2018.
ā¢ HPT managersā continue to expect 2018 comparable RevPAR growth within the
range of approximately 1% to 2%. GOP margins are expected to remain flat to down
50 basis points compared to 2017. HPT managersā projections for 2018 are
premised on steady business demand resulting from improving GDP growth and
lower taxation rates, offset somewhat by new room supply growth, renovations and
wage related costs pressures.
16
17. Hospitality Properties Trust
In 2018, HPTās growth will be mostly driven by renovating recently acquired
properties.
Courtyard Guestroom Residence Inn Kitchen
ā¢ In 2017, HPT acquired 20 hotels with 3,860 keys and one travel center for an aggregate purchase
price of approximately $592 million.
ā¢ In 2018, HPT has acquired 2 hotels with 477 keys for an aggregate price of $90.8 million
āŖ In June, HPT acquired the 360 room Radisson Blue hotel in Minneapolis, MN for $75.0
million. This Radisson Blu has 29,000 sq. ft. of meeting space, 17 stories, and 315 parking
spaces. This transaction was underwritten at ~8% cap rate based on 2018 projected
EBITDA.
āŖ In June, HPT acquired the 117 room Staybridge Suites hotel in Baton Rouge, LA for $15.8
million. The hotel was underwritten at ~10.5% cap rate based on 2017 actual cash flows.
Data presented is as of June 30, 2018, unless otherwise noted. 17
18. Hospitality Properties Trust
Book Capitalization as of June 30, 2018
HPT has a conservative financial profile.
18
($ in thousands)
Unsecured floating rate debt 518,994$
Unsecured fixed rate debt 3,594,256
Total debt
(1)
4,113,250
Shareholders equity (book value) 2,760,669
Total Book Capitalization 6,873,919$
(1) Debt amounts represent the principal balance as of the date reported. The carrying value of our total debt of $4,113,250 as of June 30, 2018 is net of unamortized discounts and premiums and certain issuance costs
totaling $58,750.
(2) Total gross assets is total assets plus accumulated depreciation.
(3) Gross book value of real estate assets is real estate properties at cost, before purchase price allocations, less impairment writedowns, if any.
(4) See exhibits on page 21 for the calculation of EBITDA and Adjusted EBITDA, and a reconciliation of net income determined in accordance with GAAP to these amounts.
Leverage/Coverage Ratios
As of and for the three months ended June 30, 2018
Total debt(1)
/ total gross assets(2)
41.2%
Total debt
(1)
/ gross book value of real estate asset
(3)
43.4%
Adjusted EBITDA(4)
/ interest expense 4.7x
Total debt(1)
/ annualized Adjusted EBITDA(4)
4.6x
$2,760
40%
$3,594
52%
$519
8%
Shareholders equity Unsecured fixed rate debt Unsecured floating rate debt
19. Hospitality Properties Trust
HPT Term Debt Maturities as of
June 30, 2018
($ in millions)
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
2021 2022 2023 2024 2025 2026 2027 2028 2030
HPT has well laddered debt maturities and the capacity for disciplined
growth.
19
ā¢ No secured debt.
ā¢ Unsecured senior notes:
ā¢ $3,650 million as of June 30, 2018.
ā¢ All fixed rate.
ā¢ Unsecured term loan:
ā¢ $400 million, July 2023 maturity.(1)
ā¢ Revolving credit facility:
ā¢ $1 billion ($122 million outstanding as of
June 30, 2018).
ā¢ July 2022 maturity plus one year
extension option. (1)
ā¢ No derivatives, no off balance sheet liabilities
and no material adverse change clauses or
ratings triggers.
(1) In May, HPT amended its revolving credit facility by extending the
maturity to July 2022 & reducing the interest rate by 10 bps per annum to
LIBOR+100 bps. HPT amended its $400 million term loan by extending the
maturity to July 2023 and reducing the interest rate by 10 bps per annum to
LIBOR+110 bps.
20. Hospitality Properties Trust
HPTās high quality properties, conservative profile and secure cash flows
provide a growing and well covered dividend.
20
ā¢ Diversified portfolio of well maintained, high quality properties.
ā¢ Long term portfolio agreements that can provide security of cash flow.
ā¢ Ramping portfolio and improvement opportunities.
ā¢ Conservative profile. Capacity to support continued disciplined growth.
ā¢ Dividend payout ratio only 49.5% in the second quarter 2018.
21. Hospitality Properties Trust
Calculation of EBITDA and Adjusted EBITDA.
21
(in thousands)
For the Three Months Ended
6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
Net income $ 97,289 $ 80,206 $ 31,545 $ 85,728 $ 60,699
Add (Less): Interest expense 48,741 47,540 46,250 46,574 45,189
Income tax expense (benefit) (2) 771 471 (5,045) 619 786
Depreciation and amortization 99,684 99,617 99,848 98,205 95,155
EBITDA 246,485 227,834 172,598 231,126 201,829
Add (Less): General and administrative expense paid in common
shares (3) 1,193 77 811 818 718
Estimated business management incentive fee (4) ā ā (38,243) 873 17,750
Loss on early extinguishment of debt (5) 160 ā 146 ā ā
Gain on sale of real estate (6) ā ā ā (9,348) ā
Unrealized gains and losses on equity securities, net (7) (20,940) (24,955) ā ā ā
Adjusted EBITDA $ 226,898 $ 202,956 $ 135,312 $ 223,469 $ 220,297
(1) Please see page 23 for definitions of EBITDA and Adjusted EBITDA and a description of why we believe the presentation of these measures provide useful information to investors.
(2) We realized a $5,431 tax benefit in the three months ended December 31, 2017 related to new federal legislation referred to as the Tax Cut and Jobs Act, or the Tax Act.
(3) Amounts represent the equity compensation awarded to our trustees, our officers and certain other employees of RMR LLC.
(4) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and
administrative expense in our condensed consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second
and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include these amounts in the calculation of Adjusted EBITDA until the fourth
quarter, which is when the business management incentive fee expense amount for the year, if any, is determined. Adjusted EBITDA includes business management incentive fee expense of $74,573 in the three months ended
December 31, 2017. Business management incentive fees for 2017 were paid in cash in January 2018.
(5) We recorded a $160 loss on early extinguishment of debt in the three months ended June 30, 2018 in connection with the amendment of our revolving credit facility and term loan. We recorded a $146 loss on early
extinguishment of debt in the three months ended December 31, 2017 in connection with the redemption of certain senior unsecured notes.
(6) We recorded a $9,348 gain on sale of real estate in the three months ended September 30, 2017, in connection with the sales of three hotels.
(7) Unrealized gains and losses on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc. and TA common shares to their fair value as of June 30, 2018 in accordance with
new GAAP standards effective January 1, 2018.
22. Hospitality Properties Trust
Calculation of Funds From Operations (FFO) and Normalized FFO.
22
(dollar amounts in thousands, except share data)
For the Three Months Ended
6/30/2018 3/31/2018 12/31/2017 9/30/2017 6/30/2017
Net income available for common shareholders $ 97,289 $ 80,206 $ 31,545 $ 85,728 $ 60,699
Add (Less): Depreciation and amortization 99,684 99,617 99,848 98,205 95,155
Gain on sale of real estate (2) ā ā ā (9,348) ā
FFO available for common shareholders 196,973 179,823 131,393 174,585 155,854
Add (Less): Estimated business management incentive fees (3) ā ā (38,243) 873 17,750
Loss on early extinguishment of debt (4) 160 ā 146 ā ā
Excess of liquidation preference over carrying value of
preferred shares redeemed ā ā ā ā ā
Income tax benefit (5) ā ā (5,431) ā ā
Unrealized gains and losses on equity securities, net (6)
(20,940) (24,955) ā ā ā
Normalized FFO available for common shareholders $ 176,193 $ 154,868 $ 87,865 $ 175,458 $ 173,604
Weighted average shares outstanding (basic) 164,205 164,199 164,192 164,149 164,123
Weighted average shares outstanding (diluted) 164,243 164,219 164,205 164,188 164,165
Basic and diluted per share common share amounts:
Net income available for common shareholders $ 0.59 $ 0.49 $ 0.19 $ 0.52 $ 0.37
FFO available for common shareholders $ 1.20 $ 1.10 $ 0.80 $ 1.06 $ 0.95
Normalized FFO available for common shareholders $ 1.07 $ 0.94 $ 0.54 $ 1.07 $ 1.06
1) Please see page 23 for definitions of FFO and Normalized FFO available for common shareholders.
2 )We recorded a $9,348 gain on sale of real estate in the three months ended September 30, 2017 in connection with the sales of three hotels.
3) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our condensed
consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and
third quarters for purposes of calculating net income, we do not include these amounts in the calculation of Normalized FFO available for common shareholders until the fourth quarter, which is when the business management incentive fee expense amount for the year, if
any, is determined. Normalized FFO available for common shareholders includes business management incentive fee expense of $74,573 in the three months ended December 31, 2017. Business management incentive fees for 2017 were paid in cash in January 2018.
4) We recorded a $160 loss on early extinguishment of debt in the three months ended June 30, 2018 in connection with the amendment of our revolving credit facility and term loan. We recorded a $146 loss on early extinguishment of debt in the three months ended
December 31, 2017 in connection with the redemption of certain senior unsecured notes.
5) We realized a $5,431 tax benefit in the three months ended December 31, 2017 related to the enactment of the Tax Act.
6) Unrealized gains and losses on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc. and TA common shares to their fair value as of June 30, 2018 in accordance with new GAAP standards effective January
1, 2018.
23. Hospitality Properties Trust
Non-GAAP financial measures definitions.
23
Definition of EBITDA and Adjusted EBITDA
We calculate EBITDA and Adjusted EBITDA as shown on page 21. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our operating
performance, along with net income, net income available for common shareholders and operating income. We believe that EBITDA and Adjusted EBITDA provide useful
information to investors because by excluding the effects of certain historical amounts, such as interest, depreciation and amortization expense, EBITDA and Adjusted EBITDA
may facilitate a comparison of current operating performance with our past operating performance. In calculating Adjusted EBITDA, we include business management incentive
fees only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of
our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees
are known at the end of the calendar year. EBITDA and Adjusted EBITDA do not represent cash generated by operating activities in accordance with GAAP and should not be
considered alternatives to net income, net income available for common shareholders or operating income as indicators of operating performance or as measures of our liquidity.
These measures should be considered in conjunction with net income, net income available for common shareholders and operating income as presented in our condensed
consolidated statements of income. Other real estate companies and REITs may calculate EBITDA and Adjusted EBITDA differently than we do.
Definition of FFO and Normalized FFO
We calculate FFO available for common shareholders and Normalized FFO available for common shareholders as shown on page 22. FFO available for common shareholders is
calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is net income available for common shareholders calculated in
accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, as well
as certain other adjustments currently not applicable to us. Our calculation of Normalized FFO available for common shareholders differs from Nareit's definition of FFO available
for common shareholders because we include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in
accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business
management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year, and we exclude the excess of liquidation
preference over carrying value of preferred shares redeemed, certain deferred tax benefits, loss on early extinguishment of debt and unrealized gains and losses on equity
securities. We consider FFO available for common shareholders and Normalized FFO available for common shareholders to be appropriate supplemental measures of operating
performance for a REIT, along with net income, net income available for common shareholders and operating income. We believe that FFO available for common shareholders
and Normalized FFO available for common shareholders provide useful information to investors because by excluding the effects of certain historical amounts, such as
depreciation expense, FFO available for common shareholders and Normalized FFO available for common shareholders may facilitate a comparison of our operating performance
between periods and with other REITs. FFO available for common shareholders and Normalized FFO available for common shareholders are among the factors considered by our
Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for
taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements
and operating performance and our expected needs for and availability of cash to pay our obligations. FFO available for common shareholders and Normalized FFO available for
common shareholders do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income, net income
available for common shareholders or operating income as indicators of our operating performance or as measures of our liquidity. These measures should be considered in
conjunction with net income, net income available for common shareholders and operating income as presented in our condensed consolidated statements of income. Other real
estate companies and REITs may calculate FFO available for common shareholders and Normalized FFO available for common shareholders differently than we do.
24. Hospitality Properties Trust
Investor Presentation
August 2018
Courtyard San Francisco Airport/Oyster Point Waterfront
San Francisco, CA
Operator: Marriott International Inc.
Guest Rooms: 198