Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors Best Practices Handbook NOTE ON THE ENGLISH VERSION This English version of the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors is an initiative of HotelInvest – Canteras & Associados, a Brazilian expert in hotel investment. The translation was elaborated by Prof. David Lord Tuch, under the supervision of Diogo Canteras and Thais Perfeito. Although as close to the Portuguese original as feasibly possible, this version should not be considered an official version, as authorized by SECOVI. In the case of any deviation between the two texts, the original Portuguese version should prevail. 1 ABOUT HOTELINVEST HotelInvest was founded in 1999 by Diogo Canteras, a professional with over 20 years of experience in the development of hotel undertakings. It is a reference in hotel investment advisory in Brazil, operating through three business areas: • Hotel Investment Advisory; • Hotel Asset Management; • Hotel Investment Funds. The Hotel Investment Advisory is responsible for the elaboration of market studies, feasibility analysis for new undertakings, economic-financial evaluations and the structuring of new businesses. HotelInvest was a pioneer in the Hotel Asset Management activity in the country. This area focuses in overseeing and maximizing the profitability of hotel investments. Currently it has 14 hotel undertakings as clients in Brazil, distributed in over 3,500 investors with assets worth more than BRL 500 million. In addition, the company has structured, along with Ourinvest Bank, the Maxinvest Hotel Real Estate Investment Funds, which currently disposes of BRL 175 million worth of assets. In 2011, the Hotel Maxinvest Funds was classified as the second most profitable investment funds in the country, achieving a return of 47%, according to Valor Econômico newspaper. Throughout its history, HotelInvest has been addressing the most important developers, investors and operators active in the country. In order to do so, the company prides itself in creating and maintaining a team of professionals with a solid academic background, recognized by their technical and market expertise. HotelInvest professionals have an approach oriented to creating a lasting relationship with their clients. This working style allied to the technical quality of the team, its market expertise, and commitment to results guarantees a high level of satisfaction and retention of a select group of national and international clients. Best Practices Handbook SUMMARY OF CONTENTS Presentation .................................................................................................................................. 4 A New Level of Growth ................................................................................................................. 5 Chapter 1: General Information on the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors ............................................................... 6 1.1 Introduction......................................................................................................................... 6 1.1.1 Private Real Estate Investors ........................................................................................ 6 1.1.2 Alternatives for the Development of Hospitality Properties ....................................... 6 1.1.3 Participants in the Development of PREIHs ................................................................. 6 1.1.4 Handbook Sponsoring Organizations ........................................................................... 6 1.2 The Objectives of the Handbook ......................................................................................... 7 1.2.1 Real Estate Developers ................................................................................................. 7 1.2.2 The Hotel Real Estate Investment Product .................................................................. 7 1.2.3 Consumer Code ............................................................................................................ 7 1.2.4 Primary Objective of the Handbook ............................................................................. 7 1.3 Scope of the Best Practices Handbook................................................................................ 7 1.3.1 The financing of the PREIHs ......................................................................................... 7 1.3.2 Characterization of Commercial Use............................................................................ 7 1.3.3 Hospitality Real Estate Products not covered in the Handbook .................................. 8 1.3.4 Definitions .................................................................................................................... 8 1.4 General Principles ............................................................................................................... 9 Chapter 2: Best Practices for the Development of Hospitality Properties for Private Real Estate Investors ...................................................................................................................................... 10 Stages in the development of a hotel property intended for the Private Real Estate Investors Market ..................................................................................................................................... 10 2.1 Product Definition ............................................................................................................. 10 2.1.1 Identification of the Market Segment or Market Niche ............................................ 10 2.1.2 Identification of the Site ............................................................................................. 10 2.1.3 Concept Development of the Hospitality Product and the Preparation of the Feasibility Study................................................................................................................... 11 2.1.4 Selecting a Hotel Operator ......................................................................................... 12 2.1.5 Selecting a Hotel Asset Manager ............................................................................... 12 2.1.6 Developing the Architectural Plans and Detailing the Physical Characteristics of the Project ................................................................................................................................. 13 2.1.7 Developing the Legal Structure of the Project ........................................................... 13 2.1.8 Litmus Tests for the Quality of the Hospitality Real Estate Investment Product ....... 13 2.2 Development of a Sales Strategy, Market Launch and Sales to Private Real Estate Investors .................................................................................................................................. 15 2 Best Practices Handbook 2.3 Construction, Decoration and Furnishing the Hospitality Product ................................... 16 2.4 Installation of the Hotel Operating Structure ................................................................... 16 2.5 Commercial Operations of the Hospitality Product .......................................................... 16 2.6 Functions and Obligations of Participants ........................................................................ 17 Advisory Board ............................................................................................................................ 19 Working Committee .................................................................................................................... 20 Sponsoring Organizations ........................................................................................................... 22 The Importance of Best Practices ........................................................................................... 22 Highway for Development ...................................................................................................... 23 Challenges for Development ................................................................................................... 24 Security for Investors and Market........................................................................................... 25 3 Best Practices Handbook PRESENTATION We have arrived at the third generation of flat-hotels. The first generation appeared between the end of the 70’s and the beginning of the 80’s and offered a hospitality product that catered to both the resident and the traveler, boasting 500 sq. ft. rooms and hotel services. The constant conflict of interests between residents and hospitality investors (participants in the rent pool) demonstrated the need for improvement on this early version of the product. The second generation evolved in the middle of the 90’s and lasted until the beginning of the new century. The novelty and main characteristic was the segment specific hospitality product. For residents, a residential living space with hotel services was developed; for the hospitality investor, properties were designed with drastically smaller units (around 300 sq. ft.), and all units were obligated to participate in the rent pool – correcting one of the primary conceptual problems of the first generation. The difficulty of obtaining project financing for hospitality products and the considerable room-night demand in the many regions of the country led to the third generation of flat-hotels, based upon the model established in the second generation. In this third generation, the nomenclature changed, designating condo-hotels as the typical hotel product and apart-hotels as residential apartment complexes with hospitality services. In an effort to correct problems relating to legal definitions, technical aspects and commercial details, as well as, the very definition of the different hospitality products, Secovi-SP (Sindicato de Habitação – Real Estate Association), in conjunction with the ABIH (Associação Brasileira da Indústria Hoteleira - Brazilian Hospitality Industry Association), the FOBH (Fórum de Operadores Hoteleiros do Brasil - Hotel Operators Forum of Brazil), the Adit Brasil (Brazilian Association for the Development of Real Estate and Tourism) and the Fhoresp (Federation of Hotels, Restaurants and Bars of the State of São Paulo), authored the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors. The objective of the handbook is to orient hospitality real estate developers and establish references for the rights and obligations of the participants involved in the development process: developers, hotel operators, hospitality consultants, real estate brokers, financial institutions and investors. The handbook does not set forth or suggest laws, codes or regulations, but explains common market practices. We hope the handbook will be useful to you. Good reading. Hubert Gebara Vice President of Real Estate and Condominium Administrators, Secovi-SP Heleno Haddad Maluf Director of Flats, Secovi-SP Caio Calfat Jacob Coordinator of the Tourism and Hospitality Real Estate Nucleus, Secovi-SP 4 Best Practices Handbook A NEW LEVEL OF GROWTH The Brazilian populace waits with anticipation for the 2014 World Cup and the 2016 Olympiad. However, before these events can occur, the public and private sectors must contribute much time and effort to prepare Brazil to host the enormous volume of athletes, authorities, press and tourists. For the inaugural World Cup game alone, 25 thousand journalists are expected to descend upon São Paulo. There is still a long way to go to be ready for these events, the mobility infrastructure being the most deficient. Roads, subways, airports and harbors must be expanded, renovated and modernized. As a result of this new wave of development, it is generally believed that tourism will finally consolidate itself as a consumer product. However, modernization efforts must be planned and coordinated so that the subsequent benefits are transformed into permanent legacies for society and not simply become precarious arrangements to meet the short term needs of the tourist demand. Hotel room supply is also deficient in Brazil. In São Paulo, for example, there are 42 thousand rooms, distributed among 400 hotels. Of that number, 19 thousand are in flat hotels that have been built since 1994. Given these numbers, we have a lot of work to do before we can commemorate victories, conquests and increases in the number of visitors. The new level of growth requires suitable urban legislation, as well as, accurate and informative publications, like this important Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors. These tips and guidelines will be very valuable to real estate developers in the tourism real estate segment. Congratulations to everyone who collaborated in the development of this handbook. João Crestana President - Secovi-SP Claudio Bernardes Vice President – Secovi-SP Dean – Secovi University 5 Best Practices Handbook CHAPTER 1: GENERAL INFORMATION ON THE BEST PRACTICES HANDBOOK FOR THE DEVELOPMENT OF HOSPITALITY PROPERTIES FOR PRIVATE REAL ESTATE INVESTORS 1.1 Introduction 1.1.1 Private Real Estate Investors The private real estate investors market is the primary source with which hotels are developed in Brazil. The lack of adequate alternatives for financing available to hotels creates a situation in that the majority of hotel properties are totally financed by capital investors acquiring individual rooms, shares in hotel properties or shares in investment funds. This is a practice different from what happens in the rest of the world, where developers can count on help from financial institutions or government entities to finance hotels. As a result of the intense capital demand during the development process of hotel properties, direct access to private investors tends to be an interesting alternative and is responsible for the inauguration of a large majority of hotel properties in recent years. This phenomenon should continue to play an important role in the future, at least until adequate alternative sources for hotel financing become feasible. 1.1.2 Alternatives for the Development of Hospitality Properties Although each has its own individual set of rules and regulations, there are a number ways to develop hospitality properties through the use of private real estate investors: a. Sales of one or more units (rooms) to individual investors; b. Sales of shares of real estate investment funds that target hospitality properties as part of their portfolio. Without a doubt, the most frequent method of financing the development of hospitality properties in Brazil is the sales of individual units to private investors. These products, from this point forward, will be referred to as private real estate investment hotels (PREIHs). 1.1.3 Participants in the Development of PREIHs The development of a hospitality property is a long and arduous process that employs a number of specialized professionals to detail various aspects of the product. It is important to the efficiency of the process that these specialists execute their work in a timely fashion, cooperating with important information without over stepping boundaries. The prominent players in the development process are: Real Estate Developers, Project Managers, Hotel Operators, Hospitality Consultants, Hotel Asset Managers, Real Estate Brokers, Financial Institutions and Investors. 1.1.4 Handbook Sponsoring Organizations In virtue of importance of describing the hotel development process, and singling out the participants with their rights and obligations, a group of like minded organizations met to author the Best Practices Handbook for the Development of Hospitality 6 Best Practices Handbook Properties for Private Real Estate Investors. They include Secovi-SP (Real Estate Association), ABIH (Brazilian Hospitality Industry Association), FOBH (Hotel Operators Forum of Brazil), Adit Brasil (Association for the Development of Real Estate and Tourism of Brazil) and Fhoresp (Federation of Hotels, Restaurants and Bars of the State of São Paulo). 1.2 The Objectives of the Handbook 1.2.1 Real Estate Developers Real estate developers have been the primary agents in structuring and developing PREIHs. They were largely responsible for the major increase in the number of hotel rooms in the country beginning in the 80’s and 90’s. 1.2.2 The Hotel Real Estate Investment Product Today, it is common knowledge that when commercializing a PREIH unit, the developer is selling a hospitality real estate investment product, in which the buyer is not acquiring a unit for his personal use but investing in the future revenue that the property may generate as a rental unit. The stimulus for the investment purchase is the hospitality operation and with it the potential to generate an attractive return. 1.2.3 Consumer Code The purchaser of a PREIH is considered to be a product consumer, and thereby, all ensuing contractual relationships are regulated by the Brazilian Consumer Code. 1.2.4 Primary Objective of the Handbook The primary purpose of the Best Practices Handbook is to assemble and distribute parameters, references and procedures that objectively characterize a good real estate investment product. The use of the handbook will allow for greater assurance in the development of a hospitality property and may offer a competitive advantage once the product is offered on the market. 1.3 Scope of the Best Practices Handbook This handbook covers all hospitality properties that are developed through the private investor real estate market, including hotels, condo-hotels, flat-hotels, residence hotels, apart-hotels, apartments with services and lofts, in which any hotel activity is commercially exploited. 1.3.1 The financing of the PREIHs The financing of the PREIH is constituted through unit sales to individual investors, the sale of shares to real estate investment funds, or any legal structure that permits fragmented unit sales of a hospitality property. 1.3.2 Characterization of Commercial Use The commercial exploitation of the hospitality activity in products structured on a condominium platform is characterized when a group of residential units, owned by independent investors (which may encompass all or part of the units of the PREIH), is operated in an integrated and uniform manner by a hotel operator, and the owners of the units share all revenues, expenses and profits. This group of units is commonly referred to as a Pool or Room Pool. 7 Best Practices Handbook 1.3.3 Hospitality Real Estate Products not covered in the Handbook In hospitality operations structured on a condominium platform, the independent leasing of autonomous units (not participating in the Pool), in principle, does not characterize the commercial exploitation of the hospitality activity. However, if practiced, directly or indirectly, in a competitive manner with the hotel operator, the group of independent units is regarded as a Parallel Pool, which in itself is prejudicial to the operation and profitability of the investment as a whole. A residential property, in which all the units are intended for private use or leased independently, is not covered in this Handbook. 1.3.4 Definitions For the purpose of this handbook, the following terms are assumed to be as defined: a. Flat, flat-hotel, hotel-residence, apart-hotel or apart-service – a residential property characterized by permanent or long term occupancy, by either proprietor, renter or authorized third party and in which hospitality services are offered. The commercialization of this type of property must be approved by the municipal authorities as residential property, residential property with services, flat or flat hotel or any other similar terminology. The proprietor can use his unit as his personal residence or lease it to third parties, but may not compete with the room pool. The condominium must be administered by a hotel operator who will also be commercially responsible for the units in the pool. b. Condo-Hotel – a residential property that has been approved by the municipal authorities for use as a commercial hotel, but at the same time, is legally structured on a condominium platform. The proprietor may not use his unit as a residence, nor can he lease it to third parties other than the hotel operator. In this manner, all units must participate in the room pool. c. Condo-Resort – a residential property, located at a tourist destination, and is legally structured on the condominium platform. The property must be administered by a hotel operator and offer leisure facilities, leisure equipment, basic hospitality services (reception, reservations, housekeeping), and pay-peruse services, such as room service, concierge, laundry, spa, beach service, among others. In the condo-resort, it is not necessary that all the units participate in the room pool. d. Residence with Services - a residential property, legally structured on the condominium platform, in which a variety of hospitality services are offered. Normally, the residential units are significantly larger than those offered in flats, flat-hotels, hotel-residences, apart-hotels or apart-services. The property is not administered by a hotel operator, but by a building administrator who oversees contracted third party service. There is no room pool or any short term leasing services. This Residence with Services designation is open to properties in both urban and tourist destinations. e. Loft – is a type of residential unit created by the subdivision of a larger open space. The unit is usually without internal divisions, but with the determining characteristics of high ceilings and windows. It is only considered a hospitality 8 Best Practices Handbook property when it is commercially exploited by a hotel operator and has a pool of apartments for transitory occupation. f. Pool – is a group of independent proprietors who bundle their residential units together with the objective to exploit them commercially in a uniform and homogeneous manner, usually through a hotel operator or specialized company. The legal status for the commercialization and administration of the Pool is defined by the hotel operator in conjunction with the property developer and preferably the Asset Management Company. 1.4 General Principles Every entrepreneur, developing a hotel property to be sold on the private investors market, must prioritize the fact that the project is a Real Estate investment product and, therefore, must be: a. Structured as a business – a hospitality property; b. Economically feasible with positive cash flows originating from the operation of the property. Return on investment must compare favorably to other real estate investments available on the market. The economic feasibility must be carefully documented and explained to the investor; c. Constructed, furnished and equipped with the quality of materials and equipment equal to the level of service that will be offered in the hospitality operation; d. Adequately structured hospitality operation, especially when considering that the operator will not only have to be competent in running the property, but also must deal with a multi-owner environment with the obligation of reporting financial information and coddling to investors. 9 Best Practices Handbook CHAPTER 2: BEST PRACTICES FOR THE DEVELOPMENT OF HOSPITALITY PROPERTIES FOR PRIVATE REAL ESTATE INVESTORS Stages in the development of a hotel property intended for the Private Real Estate Investors Market Typically, the stages in the development of a PREIH are the following: 2.1 Product definition 2.2 Development of a sales strategy, market launch and sales to private real estate investors 2.3 Construction, decoration and furnishing the hospitality property 2.4 Installation of the hotel operating structure 2.5 Commercial operations of the hospitality property 2.1 Product Definition During the development process, it is important that the entrepreneur understands that he is developing a commercial product in the form of a hotel, and that the hospitality product must be adequate to fit into the market in which it will operate. From the point of view of an investment, the object is to offer the future investors a profit/risk relationship that is compatible or superior to other similar Real Estate investment options existent in the market. The important phases in this initial product structuring stage are the following: 2.1.1 Identification of the Market Segment or Market Niche The first task is to identify the market segment or market niche, into which the hospitality product will be inserted. At this point, there should be initial evidence that the introduction of a new property into this market is feasible. 2.1.2 Identification of the Site There are various sites scenarios, at which a hospitality product can be located. Viable options include: an undeveloped lot, an existing building with the propensity to be transformed into a hotel, an existing hotel with an individual proprietor, or any other situation in which the developers determine to be an interesting opportunity to develop a hotel project. Location is fundamental for the success of a hotel property and should be chosen with regard to its accessibility to future clients. In this regard, the following aspects should be considered: Visibility of the building; Accessibility to the site; Quality of the surroundings and existing nearby services; Proximity to the primary hotel demand generators; and Other aspects related to the concept of the hospitality product. 10 Best Practices Handbook 2.1.3 Concept Development of the Hospitality Product and the Preparation of the Feasibility Study The description of the basic concepts of the hospitality product should be elaborated in conjunction with the feasibility study, allowing for better product/market aligning and, consequently, a maximization of profitability and return on investment. The description of the principal concepts of the hospitality product is fundamental to the business structure, and therefore, it is recommended that the developer employ specialists to help orient the project from a technical stand point, while simultaneously aligning the project with investor interests. The feasibility study of the PREIH should be executed by a highly regarded hotel consultant, renowned for his independence, reliability, and experience. He should have a significant group of important clients and have recommendations from the principal hotel chains in the country. The consultant should use the universally accepted methodology set forth by the Appraisal Institute of the United States, which allows for the reliable projection of cash flows of the future property. This methodology is well known in Brazil and has been in use by consulting companies and hotel chains for more than a decade. Feasibility studies, based solely on the scenario speculation that avoid the use of the Appraisal Institute methodology, do not permit a precise evaluation of the economic viability of the project, and therefore, are not recommended as input in the decision process, much less for use in presentations on profit perspectives to future investors. The feasibility study should cover the following topics: a. b. c. d. e. f. Site description and evaluation; Neighborhood analysis; Primary and secondary supply analysis; Macroeconomic tendencies and perspectives; Product recommendations; Demand segment analysis including growth projections and penetration analysis; g. Revenue and expense projections with a five year pro forma statement; h. Project cost estimates including construction, equipment, decoration, utensils, pre-operation and working capital; i. Project financial analysis including internal rate of return calculations based on a typical ten year cash flow; j. Conclusions and recommendations with respect to the financial feasibility of the project, including suggestions as to hotel brands that suitable to the concept of the future hotel; k. Formal opinion on the quality of the project from the point of view of an investment product for the private investor market. It is important to mention that the application of the Appraisal Institute methodology for innovative projects, also known as green field, is greatly impaired in that, as yet, there are no market references directly comparable to the project being studied. The projections generated in these cases are less reliable, and therefore, create a greater risk to the investor. When offering an investment opportunity of this nature to private 11 Best Practices Handbook investors, the higher risk characteristic must be clearly communicated during the sales process. 2.1.4 Selecting a Hotel Operator Theoretically, the selection of a hotel operator is not a sine qua non condition to structure a PREIH. However, in the scenario that involves the PREIH, it is imperative that the hotel operation be as stable as possible. To insure this stability, an experienced hotel operator is recommended. When selecting a hotel operator, certain aspects should be analyzed: a. Complicity of the hotel brand offered by the operator to the concept of the hotel product; b. Experience in the operation of PREIHs; c. Performance history in other properties; d. Proposed contractual framework through which to manage the PREIH. Usually, the contractual agreement between the operator and a single owner property is solidified through management contracts or lease contracts. With PREIHs and partnerships (Sociedades em Conta de Participação - SCP), however, these contracts can become very complex, which makes the analysis of the proposed contractual framework very important. Analysis of the proposed contractual framework should be done by a lawyer, experienced in contract law, to avoid potential liabilities to the investors; e. Operator’s and/or parent company’s financial stability; f. Company strategies, including plans for future development, growth perspectives, access to sources of funding, etc. 2.1.5 Selecting a Hotel Asset Manager The function of the Hotel Asset Manager (HAM), company or individual, is to systematically monitor the operation of the hospitality property, propose changes in direction when deemed strategically necessary, and report to investors, in a clear and concise manner, aspects of the operation, investment perspectives and, especially, profitability. As with the hotel operator, the selection of a HAM is not a sine qua non condition to the structuring of a PREIH. In hospitality real estate investments with many investors, not all have the time or knowledge to accompany the development and operation of the property; consequently, the selection of a HAM at the earliest moment is highly recommended, as he will be “the owner’s eyes” during the lifetime of the property. The primary responsibility of the HAM is to represent the owner’s interests in the operation of the property. In virtue of this role, he will frequently perform the function of investors’ representative, counselor to the board of directors, or counselor to the administrator of the investment fund. When selecting a hotel asset manager, the developer should take into consideration the following aspects: a. Experience in the hotel asset management of PREIHs; b. Performance history in other properties; 12 Best Practices Handbook c. Contractual framework proposed by the HAM to perform his services for the PREIH. 2.1.6 Developing the Architectural Plans and Detailing the Physical Characteristics of the Project Having completed the previously described projects phases, the developer will have accumulated the necessary product information and data to initiate the design phase of the project. In addition to architects and designers, the design phase should also count on the input of the following professionals: a. Consultants responsible for the development of original hospitality concept and the execution of the feasibility study; b. Future hotel operator responsible for providing brand design standards and technical recommendations; c. Hotel asset manager to represent future investor’s interests during the design process. Given the large volume of information and the number of people involved in the structuring of the PREIH, the coordination skills of a Project Manager with experience in the development of hotels in Brazil is highly recommended. 2.1.7 Developing the Legal Structure of the Project The definition of the legal structure of the property should consider, among other things, the following topics: Legal security to insure that all the rights and obligations agreed to by the participants in the structuring process are addressed; Operational necessities to guarantee that the property can function as a PREIH as initially conceived; Applicable taxes without generating an unnecessary burden on the investors. The most common legal structures for PREIHs are: Condo properties that have formed Partnerships (Sociedades em Conta de Participação - SCP) for the purpose of pooling their units and operating as a hotel – units are bought and sold individually; Real Estate Investment Funds – participation through the sale of shares; and Specific Purpose Society (Sociedades de Propósito Específico - SPE) – participation through the sale of shares. Each structure has its own applicability, in that the decision on the ideal structure for a project should be analyzed by lawyers specialized in this area. 2.1.8 Litmus Tests for the Quality of the Hospitality Real Estate Investment Product The final objective of the project structuring process is to create a hospitality product that is a good investment. The notion of quality in a hotel investment product is related to two important factors: Risk; and Return on Investment 13 Best Practices Handbook These two factors should have been amply discussed in the feasibility study performed on the property. Risk – The analysis of risk is very complex as it deals with the unknown. Preliminary studies on the project should contemplate the development risk (the property is not completed) and the risk of new competitors (the unforeseen entrance of new competitors into the market, which in effect reduces market share and consequently decreases the projected return on investment). Given its complexity, risk should be thoroughly analyzed and debated before advancing to subsequent stages. Return on Investment (ROI) – A number of indicators can be used to evaluate the profitability of an investment, but two stand out as simple but effective. The prospect of the distribution of profits (monthly profitability); and, The prospect of increased property value. 1:1000 Rule A “thumb rule” used in the hospitality industry since the beginning of time is the 1:1000 Rule, which, in spite of its limitations, is a simplistic but practical indication of project profitability. The thumb rule states that the effective room rate (not to be confused with the published room rate) should be at least one thousandth of the investment cost of a hotel unit. If the effective room rate is greater than one thousandth of the investment cost, profitability is high; if less than one thousandth of the investment, the investment is questionable. This thumb rule is not a precise indicator of profitability, as it does not consider any appreciation or devaluation of assets; but, on the other hand, it is an easy to calculate preliminary indicator. Secondary Flat Market Indicators Especially active in large cities, the secondary resale market for PREIHs functions on very consistent parameters. There is a very clear correlation between the cash flows generated by the operation of a property and the unit resale price. A consistency in this relationship can be observed in the resale markets of both flats or apart-hotels and condo-hotels, in which investment fund shares are traded. The relationship between profit and the price of the asset in the secondary market is defined as the capitalization rate (cap rate) practiced at any particular moment on the market. 14 Best Practices Handbook It is interesting to observe that the cap rate can vary in regard to the city in which the property is located, the type of hotel product and the type of legal structure (real estate fund or real estate partnership), but is quite stable within each segment. In considering that assets traded on the secondary market offer immediate returns, while new properties in development will only reach profitability in the future, it is reasonable to assume that for a new product to be considered a good investment, the projected return on investment must be superior to that practiced on the secondary market. 15 The comparison of the projected investment return for a new property with the average return of a property on the secondary market is an interesting parameter that can be used for quick analyses. The feasibility study should offer complete, detailed information on the property’s projected investment return, as well as, profit data on similar products offered on the secondary market. The feasibility study should also discuss three important topics: the quality of the location of the property; the future perspectives of the hotel brand to be used; the impact of possible future appreciation of assets on the return on investment. 2.2 Development of a Sales Strategy, Market Launch and Sales to Private Real Estate Investors The PREIH market launch must focus on the fact that it is the sale of an investment product and not a simple commercial or residential property; in other words, the investor is purchasing a cash flow whose internal rate of return must be similar or superior to other similar products on the market. In virtue of this: a. The launch material and brochures of the property must be written to focus on the investment product, expounding the logic of the product and its perspectives in the market; b. The feasibility studies done on the property must be made available to potential investors in summary form, so that they will have the information necessary to make a correct evaluation of the investment product; c. Real estate brokers must be trained to intelligently discuss the investment product with potential investors, and more importantly, abstain from formulating unfounded promises of profitability; d. The launch material must offer information on: i. The hotel operator (if there is one); ii. The hotel asset manager (if there is one); Best Practices Handbook iii. iv. v. The set of contracts that create the legal structure of the property, along with a summarized copy explaining the principal points, rights and obligations of those involved; Projected project timeline with critical dates: Construction deadline and tolerances; Hotel systems and equipment installation deadline; Pre-operation services deadline and soft opening; Grand opening date; Initial dividend distribution date; Additional investment contributions (if necessary); Furniture, decorations, pre-opening expenses and working capital; Initial cash flow shortfalls in the beginning months. 2.3 Construction, Decoration and Furnishing the Hospitality Product Construction of the property should be executed according to the set of architectural plans, which were drawn up with the help of various specialists. The hotel operator should accompany the entire construction process, assuming a primary role in the definition of project details. The operator’s input is especially important during the finishing phases when determining final adjustments, styles of furnishing and types of equipment important to the future operation of the property. It is the developer’s responsibility to deliver the hotel totally decorated, furnished and equipped, in accordance to the specifications ordered by the hotel operator and contributing specialists. The exception is when the investors sales contracts determine that the decoration, furnishing and equipping will be executed by third parties after the delivery of the building. It is also the responsibility of the developer, in conjunction with the hotel operator and the HAM, to oversee the installation of the operational structure, as well as, the inauguration of operations. 2.4 Installation of the Hotel Operating Structure Before the formal inauguration of the property, it is important that the hotel operational structure be installed. The installation of this structure consists of the selection and training of employees and installation of all the operational systems. Toward the end of the construction phase, the developer and hotel operator must agree on a date to initiate the hospitality installation process, which usually lasts for six months. The costs for the installation of the hospitality structure (pre-operation costs) should be estimated before the sales process begins and clearly communicated to the investors. 2.5 Commercial Operations of the Hospitality Product Once the operational structure is installed, the property is ready to begin operating. In many cases, the hotel operator opts for a limited form of operation (soft opening) until the employees are sufficiently trained to efficiently execute a high quality of service. In many properties, it is common for the operation to register losses during the first years. Depending on the market, this is perfectly normal and foreseeable; early 16 Best Practices Handbook negative cash flows should be forecast in the feasibility study and play a part in the overall profitability of the property. This fact, however, must be clearly communicated to the investor before the purchase of a unit. 2.6 Functions and Obligations of Participants The participants involved in the process of development and sales of PREIHs are: Real Estate Developer; Hotel Operator; Hospitality Consulting Company; Hotel Asset Manager; Financial Institutions; Real Estate Brokers. These participants in the development process have specific functions and obligations that impact on the quality of the investment product. Each participant must execute his functions in such a manner that the final product will be considered a good quality investment within the previously described parameters. a. Real Estate Developer The most important participant is the Real Estate Developer (individual or company), in so far as, he is responsible for the project structuring and coordination. The principal functions of the developer are: selecting the hotel operator; hiring the hotel consulting company to execute the feasibility study; contracting the Hotel Asset Manager to accompany operations as a representative of the owners; hiring the Real Estate Brokers to intermediate the sale of the property; and coordinating the development process, providing the project parameters and intermediating contact between the various participants of the project. b. Hotel Operator In that the brand to be used by the property was developed by and belongs to the hotel company, the hotel operator is obligated to contribute his knowledge and experiences to the process of product development. In many cases, this will include basic technical layouts, design standards and technical recommendations, as well, as, furniture, fixtures and equipment lists, all necessary for the successful operation of the future property. The hotel operator also brings an important sales component to the project, in that the hotel investor often identifies the attractive investment opportunity with the hotel operator or/and the hotel brand, anticipating that the property in question will attain the same level of success as other hotels of the same brand or run by the same operator. c. Hotel Consulting Company The consulting company, author of the feasibility study, also has an important role in the development process; for the information and projections proffered by this participant will determine the framework of the final product and determine the financial viability and the probable return on investment. 17 Best Practices Handbook d. Hotel Asset Management Company The company or consultant that performs asset management for the owner’s group is hired in the beginning of the project because the he shares the responsibility to insure that the hospitality product is a good investment opportunity. Involvement in the project is perceived by the investor to indicate that the investment will perform in a similar fashion to that of others represented by the company. e. Financial Institutions Generally, financial institutions (banks and investment funds) will only become involved with PREIHs on those products that have to be approved by the Securities and Exchange Commission of Brazil (CVM), typically PREIHs structured as REITs. The level of requirements for this type of investment is very specific and transcends the objective of this Best Practices Handbook. f. Real Estate Brokers Real estate brokers are the final link in the development process, appearing only in the sales phase and not participating in product structuring or operation of the hospitality property. The broker function, in spite of being restricted to the sales process, is no less important, because the broker is responsible for contacts with the potential investors and to transmit all the pertinent product information about the investment. The correct dissemination of this information, in a clear and concise manner without unfounded promises, is of fundamental importance to the project as future investors have expectations of realistic profitability. 18 Best Practices Handbook ADVISORY BOARD An Advisory Board will be constituted to accompany and disseminate the use of the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors and to periodically up-date the contents. The Advisory Board will be formed by board members indicated by the following organizations: Secovi-SP – 3 members ABIH – 1 member FOHB – 1 member ADIT – 1 member Board members will be appointed by the president of each of the organizations and formally nominated to the board by the president of Secovi-SP. For each effective board member, each organization should also nominate an alternate. The term of office for the board members will be one year, and board members can be nominated for successive terms at the discretion of their respective organizations. The president of the Advisory Board will be chosen by the sitting members of board by a simple majority or votes. The Advisory Board will meet at the Secovi-SP offices periodically, as determined by the Advisory Board. The Advisory Board, as a part of Secovi-SP, will be situated in the Vice Presidency on Tourism Real Estate Affairs. Primary Attributes of the Advisory Board 1. 2. 3. To disseminate the use of the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors in the market, publicizing the handbook through the media and industry events; To clarify questions as to the best means of structuring and commercializing PREIHs; To periodically up-date and revise the Best Practices Handbook. The operational structure of the Advisory Board and the strategies for publicizing the Best Practices Handbook will be defined the Advisory Board. 19 Best Practices Handbook WORKING COMMITTEE The working committee was responsible for the elaboration of the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors. The present Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors began at the initiative of Diogo Canteras, HotelInvest, and the initial deliberation to elaborate this handbook occurred during meetings of the Núcleo Hoteleiro e Imobiliário-Turístico do Secovi-SP, coordinated by Caio Sergio Calfat Jacob. The undertaking received immediate support from the Directory of Flats Secovi-SP, coordinated by Heleno Haddad Maluf in whose meetings this handbook was developed. The working committee, authors of this handbook, was formed by a multidisciplinary group, composed of professionals that encompass the principal areas of the hotel and real estate sectors, among which include hotel consultants, executives of international and national hotel chains, lawyers, developers, and executives of some of the principal organizations in the Brazilian hospitality sector. Coordinator: Diogo Canteras – HotelInvest Working Committee: Alberto M. Ribeiro – Sol Brasil Ana Maria Biselli – Fórum de Operadores Hoteleiros do Brasil (FOHB) Carlos Alberto Campilongo Camargo – Sol Brasil Carlos Alberto de Carvalho – Ábaco Hotelaria e Serviços S.A Fernando Zaccari – GJP Hotéis & Resorts Flávio Straus – Grupo Posadas Guilherme Terra – Advogado Jean‐Urbain Hubau – Grupo Accor João Annunciato – Grupo Artrax Lucio Suriani – Grupo Concivil-Estanplaza Manuela Gorni – Jones Lang La Salle Márcia Rezeke – Advogada Maurício Bernardino – Associação Bras. de Indústria de Hotéis (ABIH) Nuno Constantino – Neoturis Rafael Guaspari – Atlantica Hotels International Ricardo Manarini – InterContinental Hotels Group (IHG) Ronaldo Albertino – Bourbon Hotéis & Resorts Virgílio Carvalho – Federação de Hotéis, Restaurantes, Bares e Similares Viviene Boverio – Grupo Accor 20 Best Practices Handbook The Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors received an important contribution from the Legal Council of the Presidency of Secovi-SP, whose members worked diligently on the revision of the proposed text and the polishing of the concepts herein presented. Carlos Pinto Del Mar Jaques Bushatsky Marcelo Terra Pedro Augusto machado Cortez Ricardo Lacaz Martins Ricardo Nacim Saad Rodrigo Cury Bicalho 21 Best Practices Handbook SPONSORING ORGANIZATIONS ABIH: Associação Brasileira da Indústria Hoteleira (Brazilian Hospitality Industry Association) 22 The Importance of Best Practices For a sector to grow and develop, stakeholders must be motivated to insist on the operational best practices. For through best practices, it is possible to minimize common errors and acquire sustainable growth, which undoubtedly adds value to the property and increases productivity. At present, the hospitality industry in Brazil, which began with Portuguese initiatives in São Paulo and Rio de Janeiro, is experiencing a special moment. Due to leisure tourism, business trips and future mega events – the 2014 World Cup and the 2016 Olympiad, the world is watching the tourism industry’s performance. “A Hora H da Hotelaria” (“The Hotel Industry’s Twelfth Hour”), theme of the 53 rd edition of Conotel that occurred in November 2011, reflects this sentiment. In spite of having witnessed highs and lows in recent years, it is evident the Brazilian hospitality industry experienced more conquests than losses. However, we must be cognizant of internal and external influences and continually maintain our efforts to improve the hospitality sector. The Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors is an initiative in excellence that aspires to contribute to hotel development in our country, especially when one considers the importance of the private real estate investor to the hospitality sector. The handbook, supported by the objectives of the Brazilian Hospitality Industry Association – ABIH, emphasizes and clarifies the most important concepts of our universe. Certainly, it is an indispensable reference for industry professionals. Enrico Fermi Torquato President of the National ABIH Best Practices Handbook ADITBrasil: Associação para Desenvolvimento Imobiliário e Turístico do Brasil (Brazilian Association for the Development of Real Estate and Tourism) 23 Highway for Development The mission to disseminate information and orient businessmen and investors is a crucial task for the development of a healthy hospitality industry and is the one of the primary objectives of Adit Brasil. For this reason and the dedication of its authors, we enthusiastically support the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors. The education of the hospitality sector and public administrators is fundamental to avoid the excesses that have occurred in the past. Whether it be the surplus of room supply or the excess of poorly structured real estate products or unwarranted restrictions levied by the public sector due to a lack of adequate understanding of the industry, we must learn from our past mistakes. A concept originating with the Brazilian hospitality industry, hotels with room pools are legitimate instruments for hospitality development and can be one of the primary means of hotel development in the country, especially when we lack inexpensive, longterm financing. It is imperative that the sector be restrained to avoid distortions and excesses. It is for this reason our enthusiasm for this handbook, an important step to reach this objective. Felipe Cavalcante Board President of Adit Brasil Best Practices Handbook FOHB: Fórum de Operadores Hoteleiros do Brasil (Hotel Operators Forum of Brazil) Challenges for Development Every year, the Brazilian hotel industry grows, develops and professionalizes to such an extent that industry professionals must be extremely well prepared and informed to make the correct choices in important decisions. It is time to plan for the future in an organized manner and not simply invest randomly, without considering subsequent consequences. In this sense, FOHB is concerned with providing an increasing amount of reliable information to the market. Our primary objectives are, through sectorial relationships, the public sector and other auxiliary organizations involved with the organized development of the sector, create practical knowledge and generate industry data fundamental for the sustainable growth of the hospitality activity in Brazil. The Placar da Hotelaria 2015 (Hospitality Scoreboard 2015) study is an example of this participation. At the same time, this important initiative to author the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors, targeted at developing properties funded by individual private investors, is aligned with scope of objectives of FOBH. Besides contributing to the new cycle of hotel development, the handbook reflects the total integration among the participants in the process; or in other words, companies and organizations that comprise the Núcleo Imobiliário-Turístico e Hoteleiro do Secovi-SP. The democratic conception of the material is another positive point that contributes to the quality of the final text. We hope that this document is a constant source of information for developers, entrepreneurs and everyone interested in investing in the hospitality sector. The result will be a strengthening of the industry as a whole. Roberto Rotter President, Fórum de Operadores Hoteleiros do Brasil - FOHB 24 Best Practices Handbook FHORESP: Federação de Hotéis, Restaurantes, Bares e Similares do Estado de São Paulo (Federation of Hotels, Restaurants, Bars of the State of São Paulo) 25 Security for Investors and Market The Federação de Hotéis, Restaurantes, Bares e Similares do Estado de São Paulo heartily supports the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors. We are certain that the procedures and proposals are the best alternatives with which to develop new hotel projects. The regulations, even though informal, offer greater security to investors and, consequently, to growth in the market, generating more jobs, stimulating greater job specialization, and nurturing better job training for hospitality professionals. We would like to thank and congratulate the Núcleo Imobiliário-Turístico e Hoteleiro do Secovi-SP for their initiative and hope that the handbook will be useful to those involved with new hospitality projects. Maurício Bernardino Vice President of Hospitality, FHORESP Best Practices Handbook TECHNICAL INFORMATION Coordination: Diogo Canteras Caio Calfat Jacob Secretary: Márcia Lima D’Avanzo Communications Department of Secovi-SP Marketing Department of Secovi-SP The partial reproduction of the Best Practices Handbook for the Development of Hospitality Properties for Private Real Estate Investors is authorized, provided that the original source is cited. 26 Best Practices Handbook HANDBOOK SPONSORING ORGANIZATIONS Sponsors 27 Best Practices Handbook Produced by 28 Sponsoring Organizations Best Practices Handbook 29 Secovi-SP Headquarters Rua Dr. Bacelar, 1043 - Vila Mariana São Paulo – SP – CEP: 04026-002 [email protected] www.secovi.com.br