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    eXceed Asset Management CONFIDENTIAL Page 1

    Strategic Plan 2007HOTEL A

    Property Summary

    HOTEL A (50)City, St

    Asset Manager: ___________

    2006F Occ / ADR / RevPAR:

    2006F NCF $ (%):

    2006F EBITDA $ (%):

    Opened: 2005

    Rooms (suites): ----

    Floors / Bays: 7 Floors

    Meeting Space (per room):

    190,000 sf total; Indoor: 69,447 sf, incl. 3 ballrooms(Ballroom 1: 24,644 sf, Ballroom 2: 14,168 sf,Ballroom 3: 3,402 sf); Outdoor: over 100K sf inseven themed function areas.

    Acquisition Date: ----

    Acquisition Price (per room): ----

    Property Rights: Fee Simple

    Acreage (% Improved): 10 acres

    Location: Resort

    Debt:$200 million / 5.08% / Maturity Date: ---- --

    Term Five years

    Exhibit E Provision: n/a

    Manager (Franchisor): HOTEL Brand Name

    Alternate Uses: N/A

    GRADE Market: A- Location: A Property: B+

    Hold Recommendation: Long Term HoldUpdated:

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    Strategic Plan 2007HOTEL A

    Executive Summary

    Asset Positioning. Opened in January 2005, the HOTEL A Resort and Spa

    (the Resort) enjoys an ideal setting on 250 picturesque acres in City, ST.The ---- unit, four-star Resort is part of the ---- acre master planned Luxurycommunity, which features upscale residences, shopping and restaurants.The Resort offers premium guestroom accommodations and resort facilitiesincluding a ----- hole golf course, a ---- square foot spa, ---- square feet ofindoor and outdoor meeting space and ---- swimming pools. As part of a"Sense of Place" theme, the resort pays tribute to the people, landscape, andevents that shaped the State's cultural heritage.

    Market Outlook. The City, St (City, ST) economy is booming. Jobs,income, and population are all expanding at a rapid clip. Even the batteredmanufacturing base is showing signs of a revival, providing an additional

    source of growth. Other positive developments include a turnaround ininformation employment and a stronger pace of hiring in office-intensiveindustries.

    Capital Project Plan. The property is new and in very good condition.There will be a need to redo the rooms in 2009. The property needs asignificant upgrade to the landscaping package and there is an opportunityfor us to add time share product to this development. We will also need toaddress the pool, spa and possibly meeting space over the next few years.

    Risks. There are several risks associated with this property. The first is thatthe hotel is somewhat dependent on the PCVO business provided by the

    Parent Company. With the timeshare units at the property currently sold out,it is likely that the Parent Company will shift this business to anotherproperty. The property also has limited outdoor function space and a weakermeeting space to rooms ratio than its primary competition, which limits thepropertys upside as there is little room for growth on the group side of thedemand equation. The property has risks associated with the potentialclosure of the pool to fix the leaks in 2009 and has capacity issues with thepool and spa areas that limit the properties growth and guest satisfaction.Recently, the Competition Hotel in downtown City agreed to card checkneutrality in order to gain the development rights for the convention hotel,introducing the union potentially to this market.

    Ground Lease. None.

    Recommendation. This is an extraordinary asset in a strong market andshould be considered a long term hold. The property has potential toimprove the leisure transient segments of its business to drive profit. Thereare development opportunities that we will explore with time share and spain 2008 and 2009. We will also take a long term view on analyzing the needfor meeting space to make the property less vulnerable to supply additionsand downturns in the market.

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    eXceed Asset Management CONFIDENTIAL Page 3

    Strategic Plan 2007HOTEL A

    SWOT Analysis

    STRENGTHS

    ---- acres of fee simple real estate in the heart of City, St, a premier resortdestination for group and leisure travelers

    Age (2 years) of resort no functional obsolescence issues

    Excellent meeting space platform

    Hotel Brand & Parent Company management

    Strong national and international airlift

    Despite seasonal climate, year-round recreational opportunities in market, includingover ---- golf courses Excellent support amenities (entertainment, restaurant, retail)

    PCVO (timeshare) and residential community provides incremental demand forresort (rooms, F&B, golf, spa)

    Strong and diverse local economy

    WEAKNESSES

    Spa & pool potentially undersized

    Lodging market seasonality

    OPPORTUNITIES

    Capitalize on what is anticipated to be a strong 2-3 year growth period for theCity, St resort market

    No new major resort supply planned for development in the foreseeable future

    Market exhibited strong occupancy growth in 2006; ADR growth will be the

    focus for 2007-2009 Resort still in ramp-up mode, particularly in ADR relative to comp set

    Timeshare/residential development on-site, with associated room night, F&B andgolf demand (pending zoning, feasibility)

    Management Agreement terminable upon sale starting in 2013

    Management Agreement provides for Owner to charge an asset management feeof 0.5% of Total Revenues

    Large Sporting Event hosted by City in ---

    THREATS

    Construction of new ---- sf ballroom at Competition Hotel A

    Opening of ---- room Competition Hotel B Downtown in late----

    Nearby City with Large Tourist Attraction

    Potential phasing out of PCVO-related room night demand

    City, St viewed as a significant opportunity by labor unions.

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    eXceed Asset Management CONFIDENTIAL Page 4

    Strategic Plan 2007HOTEL A

    Lodging Market Competitive Landscape

    Competitive Supply

    Meeting Space Better / Worse than Host Hotel

    Property RankYearOpen Rooms

    Total(Indoor)

    PerRoom Rooms

    MeetingSpace Location Amenities Comments

    HOTEL A 5 --- --- --- ---

    HOTEL B 3 --- --- --- --- Great meeting space and strong namerecognition

    HOTEL C 1 --- --- --- --- Premium luxury product in the marketHOTEL D 4 --- --- --- --- Best meeting space platform and superior

    pool and spa experience

    HOTEL E 6 --- --- --- --- Good reputation, getting old despite new spaHOTEL F 2 --- --- --- --- Wins on leisure transient and excellent

    relationship with incentive travel groups

    HOTEL G 7 --- --- --- --- Great history, planning major reinventionthat would improve its competitivenesssignificantly

    Changes in Supply

    Meeting Space

    PropertyOpening

    Date Rooms TotalPer

    Room Comments

    HOTEL H --- --- --- --- Formerly the Hotel H1 Resort, this property has been closed since May of 2005 and is goingthrough major reconstruction and renovation.

    HOTEL I --- --- --- --- $200M development will include 25 luxury condos, a restaurant, 2 bars and a spa, located nearHOTEL D.

    HOTEL J --- --- --- --- $70M repositioning will be created around it's h istoric past of the '50's with an updated modern andminimalist styling. This hotel is located in Downtown City, St and will compete with the Hotel L andthe new Hotel M opening in 2009.

    HOTEL K --- --- --- --- We do not believe this hotel would represent a direct competitive threat to the Property due to itslocation, lack of resort amenities, market orientation, and pricing s tructure.

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    eXceed Asset Management CONFIDENTIAL Page 5

    Strategic Plan 2007HOTEL A

    Guestroom

    Suite ASuite B

    Lobby

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    Strategic Plan 2007HOTEL A

    Ballroom1 Ballroom 2

    PavilionBoardroom

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    Strategic Plan 2007HOTEL A

    Dining Room Lounge

    Caf Bar

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    Strategic Plan 2007HOTEL A

    Spa

    Golf Club

    Adult Pool

    Pools

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    Strategic Plan 2007HOTEL A

    Capital Investment Strategy

    Capital Investment

    Rooms Very good condition

    4-fixture baths; thresholds/door sweeps needed underentry and connecting doors to solve noise transmissionissue; digital thermostats recently installed; guestroomlighting retrofit an opportunity; suites have a bar that isconstructed with a laminate top and low grade cabinet upgrade during redo

    Meeting Space Very good condition

    Carpet in pre-function areas and Ballroom 2 showing somewear; Temporary pavilion atop Ballroom 2 is used approx 6months/yr ($300K in rent); This was NOT constructed to

    support additional levels - designed only to support thecurrent tent load with occupants

    Public Space Very good condition

    Potential opportunity to activate and increase outdoorseating/gathering places (fire pits, etc.)

    F&B Very good condition

    Mechanical & Structural Systems

    Roof: Upper roof has a few blisters that have been repaired. The repairsappear to be in good condition and the roof has a warranty that theproperty has on record. Signs of roof leaks in Ballroom 2.

    Faade: windows and caulk joints appear to be in good condition

    Elevators: Excellent

    HVAC: Overall the central plant is in great condition and all computer systemsare working normally. Property has an opportunity to capture freecooling if they add a plate and frame heat exchanger.

    Plumbing: Excellent condition

    Life Safety: Excellent condition

    Generator: Excellent condition

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    Strategic Plan 2007HOTEL A

    ROI / Alternate Use Opportunities

    The Property has not been fully developed according to current zoning

    guidelines. It is estimated that an additional --- hotel units could be developedon the site. It is likely that the highest & best use scenario would be todevelop residential/timeshare units, which would require re-zoning or specialpermits. Parent Company Vacation Ownership (PCVO) has valued the emptyparcel and a portion of the parking lot on which additional development ofPCVO timeshares would be built at about $4M. PCVO would also build aparking garage to replace the lost parking. Any incrementaltimeshare/residential development would require a separate pool and therelocation of the two existing tennis courts. Timing would be of the essence,as they will be completing the final phase of the construction of the currentdevelopment later this year. Keeping PCVO focused on this development isimportant there is potential that they might be looking. Incremental resortrevenue has not been projected in our analysis.

    Spa expansion Based on the anticipated level of demand from the Hotel andthe existing PCVO timeshare units, a spa expansion should be considered.Need to ensure that the property is adequately tracking operating data inSpaSoft.

    F&B outlet leasing is not currently an opportunity, but may be in the future,particularly with the golf clubhouse restaurant. The Fine Dining Restaurant(specialty restaurant) operating results will need to be monitored.

    Potential energy conservation initiatives include: Lighting retrofit incandescent lighting throughout the Hotel, particularly in

    guestrooms (90W bulbs) opportunity to convert to 22W compact fluorescent

    bulbs. Installation of a plate and frame heat exchanger Laundry facility potential to install an ozone or water recycling system Golf teaching facility currently no competitive clubs have a top-notch

    teaching school. Would need a top name (e.g. Famous Person), but financialarrangement would be key in determining opportunity, and particularly wouldneed sponsorship for funding.

    Resort management believes there is a need for a new ballroom and a newfeature outdoor function space. They also believe that the existing outdoorfunction areas need to be expanded and enhanced to compete in the market.

    We will evaluate these needs depending on our success with attracting our fairshare of leisure transient. The need to replace the PCVO customer mayultimately require us to group up more at this hotel, which would require more

    meeting space.

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    Strategic Plan 2007HOTEL A

    Operations Strategy

    Guest Satisfaction. Trend the propertys GSI score is ---% which is well above

    brand and convention hotels. They are aiming for a --- goal by focusing on their5 key drivers. They are primarily concerned with the price value relationshipand the guest arrival experience and are putting measures in place, includingcapital investment, to address these issues.

    Meeting Planner Satisfaction. The property has improved its meeting plannerscores and is well above other convention resort hotels and the brand. Theproperty exceeds every area of measure but is still focused on improving theirscores while driving the group rate and catering contribution.

    Associate Satisfaction. The propertys ASI results were ---% in 2006 versus abrand standard of ---%. The score is up from ---% in 2005 versus a brandstandard of ---%.

    Priority Focus Areas (Profit Impact)

    Item 1: Improve sales and marketing other cost to $--- PAR.

    Item 2: Improve productivity in the restaurants to $---/Hour worked byincreasing menu pricing, closing slow restaurants and monitoring hoursmore aggressively. We should also look for ways to improve volume forthe dinner period.

    Item 3: Increase leisure transient room night production to replace PCVOcustomer and drive rates as the group rate has less upside in 2007 basedon the business on the books YTD.

    RevPar Index Target. The property is 6 of 6 in the RevPar Index for 2006 and2005 using the trailing 12 months activity in the September report. The hotel is3 of 6 in occupancy and 6 of 6 in ADR index. However, the property has beennumber 1 in RevPar growth for each of the last 3 years showing that theproperty is still ramping up and is gaining on the competition. The hotel isprojecting to achieve a ----% RevPAR Index in 2006, up 4 pts from previousyear. The hotel is still under its fair share and should be at or above 100% in2007 by increasing its leisure transient business and filling in need periods withmore group business. The property is disadvantaged to several properties withless of their business coming from the higher rated transient business than many

    in the comp set, and having weaker meeting facilities than the other large grouphouses in the market.

    Optimal Mix / Group Crossover Targets. The property currently has abusiness mix of ---% group, ---% transient and ---% PCVO. The optimal goal isto shift the mix to ---% transient and increase group to a ---% mix byeliminating PCVO rooms as they are eliminated by Parent Company. This mixis not likely to occur without additional meeting space but is the optimal mix forthis property. Therefore, we will look to slowly replace the PCVO with leisuretransient. If that strategy is not achievable because of new supply or otherfactors, we would look for an expanded meeting space platform. Our currenttargeted optimal group room nights is ---- for 2008 with a crossover at year endtarget of ---- room nights for 2007 and ---- for 2009.

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    Strategic Plan 2007HOTEL A

    PCVO Various Agreements. In 2006, the Resort generated approx. ---K roomnights from Parent Company Vacation Ownership (PCVO) activities at an ADRof $----. For 2006, the Hotel budgeted approximately ---K room nights at an

    ADR of $----. For the purposes of this pro forma, it is assumed that as therelative level of demand for this segment diminishes, it is replaced primarily byleisure transient and group business. The Resort has recently deployed salesresources to focus on future leisure transient opportunities. An employeeexpense allocation agreement exists between the Resort and the existing PCVOtimeshares. PCVO effectively reimburses the Resort monthly for servicesprovided by Resort employees for PCVO. The agreement is renewed annuallysubject to mutual agreement between the Resort and PCVO. Costs allocatedinclude: 100% of wages & benefits of Direct Employees and 10% of base salary10% of benefits load for the GM, controller, Chief Engineer and F&B Director.Our analysis assumes that this agreement remains in place.

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    Strategic Plan 2007HOTEL A

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    Strategic Plan 2007HOTEL A

    Appendix I

    Management Team Updated 1/1/07

    General Manager: Manager 1 (555) 555-5555

    [email protected]

    DOF: Manager 2 (555) 555-5555

    [email protected]

    DOM: Manager3 (555) 555-5555

    [email protected]

    F&B Director: Manager4 (555) 555-5555

    [email protected]

    DOE: Manager 5 (555) 555-5555

    [email protected]

    Major Hotel Agreements

    Management Agreement

    Operator: Brand Operator Incorporated

    Effective Date: November 2003

    Amendment Date: N/A

    Initial Term: ----

    Renewal Date: ----Renewal Terms: Two terms of five years each

    Renewal Option: Owner has option to renew as long as Hotel is compliant withOperating Standards

    Termination Date: 2013 or beyond (with sale or transfer of the Hotel) Ownermust provide 70-day notice which can be changed orrescinded up to 5 days prior to stated termination date.

    PerformanceTermination:

    Owner can terminate (after the first five years) if OwnersReturn exceeds Operating Income for two consecutive yearsand RevPAR is one of the three highest in the comp s et.

    Escrow % / Type: 4% (increases to 5% in 2011)

    Master Capital: N/A

    Base Fee: ----% of annual Gross Operating Revenue

    Primary IMF: ----% of Incentive Income (Operating Income minus Owners

    Minimum Return ($---- million + ----% of any Hotel Brand-approved Capital Improvements)) See Exhibit Q of SecondAmendment for IMF Calculation.

    Additional IMF: N/A

    Expansion IMF: N/A

    Owners Priority: ----% of any Hotel Brand-approved Capital Improvements

    Territorial Rights: -----mile radius for 17 years form the opening date, excludingone full-service Hotel Brand hotel of less than -- -- roomsoutside of a seven-mile radius of the Hotel.

    Right of FirstRefusal:

    Notes:

    Ground Lease: N/A

    Mortgage Debt

    Lender: Lending Company, L.P.

    Closing Date: ----

    Loan Amount (Interest Rate): ----

    Amortization / Payment Term: None / 5 years

    Balloon Payment (Due Date): ----

    mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]
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    Strategic Plan 2007HOTEL A

    Appendix II Historical Operating Performance

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    Strategic Plan 2007HOTEL A