The Post-Meltdown world continues to be a strange, changing place for the hotel industry. Where are we now? What unusual attributes of our situation are we now discovering? And how can we use our knowledge and understanding to achieve success as hotel owners and buyers?
We last took stock in our June article, "Meltdown Opportunities for Hotel Buyers," in which we summarized the meltdown, the consequences for hotel financial structures, and the expected process for bringing the industry’s financial structures back into balance.
As we expected, the recovery continues at a slow pace. Here are some current macro statistics (going from the broader indicators to more industry-specific ones), as well as some of our reflections on them:
Growth in real GDP was -0.4% in 2008, -3.3% in 2009, and +1.7% 2010. The 2011 forecast is +1.9%. See link: World Bank Country Forecasts.
Industry analysts have for some time told us that there is a direct correlation between GDP and RevPAR. The correlation diminished, however, in the post-9/11 period—the industry was hit extra hard by 9/11 and the aftermath because of their drastic effects on travel. Similarly, the Meltdown hit our industry extra hard because companies and individuals clamped down earlier and more severely on business and leisure travel.
Perhaps as a silver lining, the Meltdown has virtually eliminated new hotel development. As a result, supply will continue to be constrained for several years. Also, people do love their vacations, and companies do need to gather together to talk face-to-face—demand has possibly been “pent-up.” The bounce-back of demand is therefore expected to be stronger than the recovery and growth in overall GDP. The industry analysts’ predictions of strong RevPAR growth in 2011 and beyond reflect these factors (see below).
Is there a correlation between upscale travel and the Dow? The upper middle class, more than ever, is invested in the market through their 401(k)’s and other vehicles. When the market plummets, one may not feel like living the high life. But when the market soars, a high-end trip is one of the first things that come to mind.
The Dow hit its high-water mark on October 12, 2007 when it reached 14,093. On March 6, 2009, it hit its trough at 6,626 (remember how that felt?). Currently, as of January 14, 2011, the Dow is at 11,787.38. One way to look at it is that we’ve had almost a 100% gain since the low-point. Another way to look at it is that we are still 16.4% below the highpoint in October 2007.
Our nation’s companies have done a remarkable job at reacting to the Meltdown, right-sizing to the new reality, and quickly becoming profitable again. The Dow reflects this success. Our stock portfolios do, as well. In the process, however, we’ve had extensive job losses in the middle class, and many of those jobs (especially family-wage manufacturing and blue collar jobs) may be permanently lost. Perhaps this suggests that the short- and long-term will be proportionately better for upscale hotels.
The broader economic indicators, above, provide some background to the industry’s key statistics.
Nationwide RevPAR growth in 2009 was -16.7 percent. The current 2010 estimates show RevPAR growth at +5.6%. Recent forecasts for 2011 predict +5.6 See link: PKF Consulting US. Taken together, the 2009-10 two-year RevPAR change was -12.03%. If the forecast for 2011 is correct, the three-year change will be -7.0%. In other words, nationwide RevPAR in 2011 is expected to be 7% below RevPAR in 2008.
The RevPAR decline converted to an average hotel NOI decline of 37.8 percent from 2007 through 2009. See link: PKF article. Current estimates show 2010 NOI growth of +5.6%. See link: PKF Consulting US. Recent forecasts for 2011 predict NOI growth of +11.1%. Taken together, the 2007-10 three-year NOI growth is therefore expected to be -34.3%. If the 2011 NOI forecast is correct, then the four-year growth will be -27.02%. In other words, nationwide hotel NOI in 2011 is expected to be 27.02% below NOI in 2007.
So we continue to climb out of the recession’s crater, but we’re definitely still in the hole. Progress is relatively slow for now, as we expected.
These figures do not take inflation into account, but the impact of inflation has been negligible. In 2009, inflation was at -0.4%, and in 2010 it was +1.6%. See link: US Inflation Calculator. The Fed and the Treasury continue to pump historic levels of liquidity into the economy to maintain the recovery and prevent a double dip or deflation. If, as the economy heats up, they don’t diligently squeeze this liquidity back out of the economy, inflation could become a significant factor impacting real RevPAR growth in 2012 and beyond.
There is a risk that Congress will move to politicize the Fed. If it does so, then we’d predict a much greater chance of inflation, because squeezing the money supply during the recovery will not be politically popular.
It’s tricky to convert nationwide RevPAR and NOI statistics into nationwide figures and forecasts about hotel values. One has to take into account (among other things) the amount of capital chasing hotel deals, equity return expectations, the supply of hotel assets for sale, and closed sale price statistics. HVS has been willing to do so.
A three-year NOI growth of -34% was bound to create large losses in hotel values, and HVS’s calculations confirm this. From 2007 through 2009, HVS calculates a total national, industry-wide value growth of -41%. See link: Hospitality Net (HVS Report). See link: Hospitality Net (HVS Report). HVS estimates the 2010 value growth will be +16.1%. If this estimate is confirmed, the total three-year value growth from 2007 to 2010 will be -34.2%. And if HVS’s optimistic forecast of +27.7% for 2011 proves correct, the total four-year value growth from 2007 to 2011 will still be -17.2%.
If these value statistics and estimates are accurate, the average hotel is currently worth 34% less than it was in 2007.
In the process of navigating these unprecedented times, we’ve confronted some “black swans”— circumstances, events, and situations we didn’t anticipate. Here are some of them and their possible consequences:
Since 2003, much of the industry (roughly one in three hotels in the nation) took financing from the REMIC world. These loans seemed like normal loans, and few borrowers “looked under the hood” to find out how REMICs might behave in times of trouble.
Our industry has learned quite a bit about the REMIC world over the last two years. A REMIC holds a pool of mortgage loans. Investors buy “bonds” in the pool (i.e., Commercial Mortgage-Backed Securities, or “CMBS”). The bonds are often in multiples classes (“tranches”). The relationship between the tranches is much like that of junior and senior lienholder.
Each REMIC is run by a Master Servicer under a Pooling and Servicing Agreement (“PSA”). Under the typical PSA, a Master Servicer can’t do much to modify a loan held by the REMIC. If there is a default, a maturity, or “an imminent risk of an event of default,” then the Master Servicer transfers the loan to the Special Servicer. The Special Servicer then has the authority to restructure the loan, do a workout, foreclose, etc.
Here are some key points about the REMIC world:
The above points suggest why the workout process in the REMIC world has been so slow and dysfunctional. But activity has begun to occur and will become more prevalent. Currently, roughly $66 billion in REMIC hotel debt exists. Of that, over $17 billion (about 25%) is now with Special Servicers, and about $13 billion (19%) is listed as over 60 days delinquent in debt service payments. The Special Servicers will act. However, it appears that they will continue to behave more conservatively and act more slowly than typical lenders. Perhaps they will be more inclined, ultimately, to foreclose, hold the foreclosed property for a while, and then sell, rather than allow the borrower to restructure and rebalance the hotel’s debt with new equity or through a short sale.
See links for sources and resources: IRS Revenue Procedure 2009-45; IRS Modifications to the Principally Secured Test (TD 9463); Wells Fargo Paper, Master Servicers: Who’s Who and What’s What; CMSA White Pater on Clarifications and Changes to the REMIC Rules; Conduit Loans (Loans.com); Midland Bank Analysis of New REMIC Rules; HVS Article on Tidal Wave of Hotel Mortgage Loan Defaults.
When the repayment of a loan in a bank’s portfolio is in doubt, the bank must reserve for the loss. This hit is taken on the bank’s balance sheet which, in turn, limits the amount of new loans the bank can make. If reserves or losses mount, the FDIC may determine that the bank is in trouble and take regulatory action.
Bank lenders who hold commercial real estate loans have obviously been under stress for over two years. Because the Meltdown affected virtually all real estate, the banks have been slow to take action that might recognize their losses. And the FDIC has been slow to require them to do so. However, monetary defaults have become more frequent, and a monetary default requires the bank to reevaluate the loan and reserve or take a loss. Then the bank is motivated to rebalance the loan or foreclose and sell. This activity is increasing.
Take an “average hotel” that was leveraged at 70% in 2007. It’s worth 34% less today than it was in 2007, and so the hotel is financially out of balance.
To use tangible numbers, say the hotel was worth $40 million in 2007. At 70% leverage, the loan balance would be $28 million. As an “average hotel,” today it is worth roundly $26 million. In other words, the owner currently has no equity in the hotel and the lender is underwater by $2 million. LTV loan covenants are in default. And if, as an “average hotel,” NOI is down by 34%, then it’s likely that the hotel is in payment default on the loan.
As we indicated in our last article, what has to happen is clear. The lender needs to take a $2 million haircut, and new equity has to come in with about $13 million. Result: hotel value of $26 million, equity of $13 million, and debt of $13 million. The financial structure of the hotel is back in balance.
This situation is currently widespread in the industry, and yet the financial restructuring process is going very slowly. The motivations of lenders (discussed above) and other reasons (discussed in our last article) are behind much of this sluggishness. But one interesting contributor is the fact that the brokerage community has been out of the game.
Brokers are essential to transactions. They are how we market properties and put sellers and buyers together. In the last two years, however, brokers have not been bringing us the usual steady flow of opportunities. The reason is that the brokerage business doesn’t really work in the current context.
The brokerage business relies on the “exclusive seller listing.” This is a staple of the business because it gives the broker such a high probability of a commission. The broker is hired by the seller as the exclusive agent, and all that the broker needs to do is sell the hotel—at any price—to obtain the commission.
But in the above hypothetical example, no one can give the broker an exclusive listing. Because the value is less than the amount of the debt, the owner has no authority to list the hotel for sale at its current value. And the lender isn’t the owner (yet), and so the lender can’t list the hotel for sale. One way around this predicament would be for the owner to obtain the lender’s consent to a short sale. But REMIC servicers have been slow to do this, and so have bank lenders, for the reasons set forth above.
The result is that our entire brokerage community has been virtually unengaged for the last two years. Given this, it is little wonder that good deals have been hard to find.
A significant number of REITs and other funds have been poised to take advantage of distressed hotels. These funds often work on a “use it or lose it” basis—if they don’t acquire assets, they loose access to the funds. Also, in the current low interest environment, REITs have been attracting a large amount of money from investors with very low income return expectations. These REITS face pressure to make hotel investments with expected returns of as little as 6-8%. See, e.g., links: Hotel News Article—REITs Preparing for Potential Flood of Hotel Foreclosures; NREI Article—Vulture Funds Lie Low as REITs Move In. Hotel News Article—REITs Preparing for Potential Flood of Hotel Foreclosures; NREI Article—Vulture Funds Lie Low as REITs Move In.
These trends, combined with the fact that hotel opportunities have been scarce, have created a new phenomenon. Rather than seeing the expected flood of distressed sellers, we’ve been seeing what we call “distressed buyers”—buyers that are so anxious to buy that they bid assets to prices that don’t seem to reflect current circumstances or risk, at least in the eyes of traditional private hotel investors. See also, link: DAI Article—Is There a New Bubble?
Our experience over the last two years and our analysis of the current context bring us to the following comments and suggestions for owners who have out-of-balance hotels:
Our analysis and experience also brings us to the following comments and suggestions for buyers who are seeking to acquire hotel assets:
Sandman Savrann PLLC is devoted to providing comprehensive, first-choice legal counsel to the hospitality industry. Our highly regarded industry counselors lead an interdisciplinary team of professionals to deliver cost-effective, industry-informed counsel for local, regional, national, and international hotel companies.
Sandman Savrann’s industry counselors are distinguished by their extensive knowledge, experience, contacts in the hospitality industry and their reputations built on trust, loyalty and integrity. These strengths allow us to guide you through all aspects of these unprecedented times. We help owners read their cards accurately and develop realistic strategies to bring hotel financial structures back into balance while retaining for the owner value that might otherwise be lost. We help buyers, through our RAO program, to identify, pursue and capture workout opportunities. We also help buyers navigate opportunities found in bankruptcy, receivership, foreclosure, and, of course, normal hotel acquisitions. In short, we help clients create opportunities and accomplish objectives that otherwise might not be achievable.
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