UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2020, Host Hotels & Resorts, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2020. The press release referred to supplemental financial information for the quarter that is available on the Company’s website at www.hosthotels.com. A copy of the press release and the supplemental financial information are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report.
The information in this Report, including the exhibits, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Host Hotels & Resorts, Inc.’s earnings release for the first quarter 2020. |
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99.2 |
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Host Hotels & Resorts, Inc. First Quarter 2020 Supplemental Financial Information. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HOST HOTELS & RESORTS, INC. |
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Date: May 7, 2020 |
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By: |
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/S/ BRIAN G. MACNAMARA |
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Name: |
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Brian G. Macnamara |
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Title: |
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Senior Vice President, Principal Financial Officer, Treasurer, Corporate Controller |
NEWS RELEASE
HOST HOTELS & RESORTS, INC. REPORTS RESULTS FOR FIRST QUARTER 2020 AND PROVIDES UPDATE ON COVID-19 RESPONSE
BETHESDA, MD; May 7, 2020 – Host Hotels & Resorts, Inc. (NYSE: HST) (the “Company”), the nation’s largest lodging real estate investment trust (“REIT”), today announced results for the first quarter of 2020.
James F. Risoleo, President and Chief Executive Officer, said, “This is an unprecedented time for Host, the travel industry, the nation, and the world. On behalf of the management team, I’d like to express our deepest sympathies for those affected by COVID-19, as well as our gratitude for the incredible work being done by first responders, healthcare workers, and others on the front lines. As a company, we continue to prioritize the health and safety of our employees, guests and partners, while protecting the long-term strength of our business. In March, as states began imposing travel restrictions and mandatory stay-at-home orders to slow the spread of COVID-19, Host responded swiftly to the rapid decline in lodging demand by significantly reducing expenses and further strengthening our liquidity position. We believe the strategic actions we have taken to date will position us for success as the nation begins to reopen in the coming months.”
Risoleo continued, “We began the first quarter with the strongest balance sheet in the Company’s history reflecting our prudent and disciplined capital allocation strategy that prioritizes maximizing balance sheet capacity and liquidity toward the end of the cycle. We continue to operate from a position of financial strength and flexibility, with more than $2.5 billion of cash on hand, no near-term debt maturities, and a best-in-class ability to withstand prolonged business disruption. Our enterprise analytics and asset management platforms, together with our world-class operators, are navigating this downturn efficiently while strategically focusing on maximizing operational profitability during the recovery. Despite the lack of visibility for near-term lodging demand, we believe that the strength of our investment-grade balance sheet, the quality of our iconic and irreplaceable hotels and the geographic and demand diversity of our revenues will continue to create long-term value for all our stakeholders.”
COVID-19 Response
The Company and its hotel operators have taken the following substantial actions to mitigate the operational and financial impact of the COVID-19 pandemic:
Hotel Operations
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Suspended operations at 35 hotels as of May 6, 2020, while continuing to operate the remaining 45 hotels at reduced capacity so long as they generate revenue greater than the incremental costs associated with staying open; |
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Hotel operators implemented portfolio-wide cost reductions, including: |
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Furloughing as much as 80% of the hotel’s workforce |
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Reducing shared services fees |
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Suspending food and beverage outlet operations |
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Closing guestroom floors and meeting space |
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Temporary suspension of most brand standards; |
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Expect to reduce portfolio-wide hotel operating costs by approximately 70% to 75% in April, compared to initial forecasts; |
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Accrued approximately $35 million in the first quarter for benefits that will be provided to hotel employees furloughed by the Company’s hotel managers through June 1, 2020; |
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Rebooked almost 12% of 2020 group revenue that had been canceled as of May 4, with the majority rescheduled for the second half of the year; and |
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Had average occupancy of 29% in March and expect April occupancy of approximately 12% despite mandatory quarantines in many states, due in part to accommodating alternative sources of demand, including from governmental authorities and local organizations seeking temporary accommodations for groups, such as medical personnel, first responders and military personnel. |
Capital Expenditures
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Suspended contributions to hotels’ FF&E escrow accounts; and suspended or deferred non-essential capital projects, to reduce anticipated full year capital expenditures spending by approximately $100 to $125 million compared to initial February 2020 forecast, representing approximately 50% of the projects not already completed, in construction or already procured. |
CARES Act
Balance Sheet, Capital Allocation and Expense Management
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Increased liquidity by accessing $1.5 billion under the revolver portion of Host’s credit facility in March 2020 as a precautionary measure in order to increase the Company’s cash position and preserve financial flexibility. The Company has engaged with its credit facility lenders for flexibility in covenant requirements; |
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Anticipates temporarily suspending or paying a nominal dividend until further notice. The first quarter dividend paid in April 2020 totaled approximately $141 million. All future dividends are subject to approval by the Company’s Board of Directors; and |
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Anticipates reducing corporate expenses by 10-15% compared to initial February 2020 forecast through reduced travel, compensation and other overhead. |
As a result of the above initiatives, the Company anticipates that it will significantly reduce its monthly cash expenditures. Even in an extreme downside scenario that assumes all properties are effectively closed through the end of 2020, management would anticipate cash flow losses, including corporate expenses and interest payments to average approximately $120 million to $140 million per month. The only investing and financing activities assumed in this scenario are the reduced level of capital expenditures.
The impact of the COVID-19 pandemic on the Company remains fluid, as does the Company’s corporate and property-level response, together with the response of its hotel operators. There remains a great deal of uncertainty surrounding the trends and duration of the COVID-19 pandemic and the Company is monitoring developments on an ongoing basis. The Company, as well as its hotel managers, may take additional actions in response to future developments to continue meeting the needs of the Company’s stakeholders.
Balance Sheet
The Company maintains a robust balance sheet with the following values at March 31, 2020:
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Total assets of $13.4 billion; |
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Cash balance of approximately $2.8 billion and FF&E escrow reserves of $165 million; |
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Debt balance of $5.3 billion, with no significant maturities until 2023 and monthly interest expense of approximately $13 million; |
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Expects to remain in compliance with its financial covenants through the second quarter of 2020. Additional detail on the Company’s first quarter covenant levels is available in the First Quarter 2020 Supplemental Financial Information available on the Company’s website at www.hosthotels.com; |
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Has an adjusted cash balance of approximately $2.5 billion following the first quarter dividend payment in April and other payments. |
The Company’s previous presentation of comparable hotel performance is no longer relevant given the impact of COVID-19. Hotel operating results, including RevPAR, are being reported on an All Owned Hotel pro forma basis, which includes all consolidated properties owned as of March 31, 2020 and does not include the results of operations for properties sold in 2019. Additionally, operating results for acquisitions in the prior year are reflected for the full 2019 calendar quarter, to include results for periods prior to the Company’s ownership. See the Notes to Financial Information – All Owned Hotel Operating Statistics and Results for further information on these pro forma statistics.
The Company started 2020 with RevPAR growth in January and February in the low single-digits and did not experience sharp RevPAR declines until March, when many states and localities implemented mandatory quarantines and travel restrictions, most of which are ongoing.
Due to low occupancy levels and/or state mandates, operations have been suspended at 35 hotels in the Company’s portfolio as of May 6, 2020. The Company has provided a complete list of these suspended hotels on page 35 of its First Quarter 2020 Supplemental Information available on the Company’s website.
Operating Results 1
(unaudited, in millions, except per share and hotel statistics)
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Quarter ended March 31, |
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Percent |
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2020 |
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2019 |
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Change |
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Revenues |
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1,052 |
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$ |
1,390 |
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(24.3 |
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All owned hotel revenues (pro forma) (1) |
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1,052 |
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1,314 |
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(19.9 |
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Net income (loss) |
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(3 |
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189 |
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N/M |
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EBITDAre and Adjusted EBITDAre (1) |
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164 |
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406 |
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(59.6 |
)% |
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All owned hotel Total RevPAR - Constant US$ |
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245.75 |
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311.04 |
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(21.0 |
)% |
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All owned hotel RevPAR - Constant US$ |
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147.31 |
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192.03 |
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(23.3 |
)% |
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Diluted earnings per common share |
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— |
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0.25 |
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(100.0 |
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NAREIT FFO and Adjusted FFO per diluted share (1) |
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0.23 |
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0.48 |
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(52.1 |
)% |
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N/M = Not meaningful.
*Additional detail on the Company’s results, including data for 22 domestic markets and top 40 hotels by Total RevPAR, is available in the First Quarter 2020 Supplemental Financial Information available on the Company’s website at www.hosthotels.com.
Transient and group business update
The Company’s customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 61%, 35%, and 4%, respectively, of its 2019 room sales.
During the quarter, transient room nights were down 20% leading to a revenue decline of 22%. Group room nights were down 25% with a decline in revenues of 25% for the quarter compared to the prior year.
As of May 4, 2020, 1.5 million net group room nights for the year have been cancelled. This equates to an estimated $630 million in total cancelled group revenue of which approximately 62% is rooms revenue. Approximately 90% of the group room revenue lost was for the first half of the year. While the low levels of cancellations for the second half of the year are encouraging, the Company believes that the near-term pace of group and transient business remains uncertain until the consumer feels comfortable travelling again. At this time, there are not material cancellations for 2021.
Capital Expenditures
For 2020, the Company has reduced its projected capital expenditures spending, which is now expected to range from $450 million to $525 million, representing a $100 million to $125 million reduction from its previous range.
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(1) |
NAREIT Funds From Operations (“FFO”) per diluted share, Adjusted FFO per diluted share, EBITDAre, Adjusted EBITDAre and all owned hotel results (pro forma) are non-GAAP (U.S. generally accepted accounting principles) financial measures within the meaning of the rules of the Securities and Exchange Commission (“SEC”). See the Notes to Financial Information on why the Company believes these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. |
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Quarter ended March 31, 2020 |
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New 2020 Full Year Forecast |
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Actuals |
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Low-end of range |
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High-end of range |
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ROI - Marriott transformational capital program |
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$ |
42 |
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$ |
180 |
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$ |
200 |
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ROI - All other ROI projects |
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34 |
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110 |
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140 |
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Total ROI project spend |
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76 |
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290 |
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340 |
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Renewals and Replacements |
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55 |
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160 |
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185 |
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Total Capital Expenditures |
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$ |
131 |
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$ |
450 |
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$ |
525 |
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The forecast ROI capital expenditures for 2020 include $180 million to $200 million for the Marriott transformational capital program, for which Marriott will be providing operating profit guarantees of approximately $20 million in 2020, including $2 million that was received in the first quarter of 2020.
The Company has prioritized major capital projects in those assets and markets that are expected to recover faster, such as leisure and drive-to destinations, as well as previously announced major return on investment projects. Where restrictions related to essential services permit, the Company is utilizing the low occupancy environment to accelerate certain projects and minimize future disruption.
Share Repurchase Program and Dividends
Early in the quarter, the Company repurchased 8.9 million shares at an average price of $16.49 per share for a total of $147 million. The Company has suspended repurchases and anticipates the suspension will remain in effect for the remainder of 2020.
The Company paid a regular quarterly cash dividend of $0.20 per share on its common stock on April 15, 2020 to stockholders of record as of March 31, 2020. All future dividends are subject to approval by the Company’s Board of Directors.
Credit Ratings
The Company’s debt is rated investment grade by all of its three rating providers, S&P, Moody’s and Fitch, which updated their outlooks as follows:
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On March 25, 2020, Moody’s lowered the Company’s outlook from Stable to Negative but retained its Baa2 credit rating; |
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On March 20, 2020, S&P lowered the Company’s outlook from Stable to CreditWatch Negative but retained its BBB- credit rating; and |
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On April 3, 2020, Fitch downgraded the Company’s credit rating from BBB to BBB- while maintaining its stable outlook. |
2020 Outlook
Given the global economic uncertainty COVID-19 has created for the travel, airline, lodging and tourism and event industries, among others, the Company cannot provide full year guidance for its operations or fully estimate the effect of COVID-19 on operations because of the uncertainty of the depth and duration of the pandemic. The Company anticipates the possibility of further hotel closures and erosion in operations and does not expect to see a material improvement until government restrictions have been lifted and business and leisure travelers are comfortable that the risks associated with traveling and contracting COVID-19 are significantly reduced. The Company does not intend to provide further updates unless deemed appropriate.
James F. Risoleo, President and Chief Executive Officer, said, “We have worked diligently with our operators to implement portfolio-wide cost reductions that are unprecedented in their magnitude. Although no one knows what the recovery will look like, we are collaborating with our operators to implement innovations and standards that we believe will help address customers’ heightened safety and hygiene concerns and structurally improve the Company’s long-term operating model. Finally, we remain confident that the relative strength of Host’s liquidity position and balance sheet position the Company to endure this crisis and capitalize on future opportunities to create long-term value.”
Host Hotels & Resorts, Inc. is an S&P 500 company and is the largest lodging real estate investment trust and one of the largest owners of luxury and upper-upscale hotels. The Company currently owns 75 properties in the United States and five properties internationally totaling approximately 46,500 rooms. The Company also holds non-controlling interests in six domestic and one international joint ventures. Guided by a disciplined approach to capital allocation and aggressive asset management, the Company partners with premium brands such as Marriott®, Ritz-Carlton®, Westin®, Sheraton®, W®, St. Regis®, The Luxury Collection®, Hyatt®, Fairmont®, Hilton®, Swissôtel®, ibis® and Novotel®, as well as independent brands. For additional information, please visit the Company’s website at www.hosthotels.com.
Note: This press release contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements include forecast results and are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “plan,” “predict,” “project,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: the duration and scope of the COVID-19 pandemic and its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates, business investment and consumer discretionary spending; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in U.S. markets where we own hotels and a worsening of economic conditions or low levels of economic growth in these markets; the effects of steps we and our hotel managers take to reduce operating costs in response to the COVID-19 pandemic; other changes (apart from the COVID-19 pandemic) in national and local economic and business conditions and other factors such as natural disasters and weather that will affect occupancy rates at our hotels and the demand for hotel products and services; the impact of geopolitical developments outside the U.S. on lodging demand; volatility in global financial and credit markets; operating risks associated with the hotel business; risks and limitations in our operating flexibility associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; risks associated with our relationships with property managers and joint venture partners; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; the effects of hotel renovations on our hotel occupancy and financial results; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; risks associated with our ability to complete acquisitions and dispositions and develop new properties and the risks that acquisitions and new developments may not perform in accordance with our expectations; our ability to continue to satisfy complex rules in order for us to remain a REIT for federal income tax purposes; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to make special dividends; and other risks and uncertainties associated with our business described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of May 7, 2020 and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.
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* |
This press release contains registered trademarks that are the exclusive property of their respective owners. None of the owners of these trademarks has any responsibility or liability for any information contained in this press release. |
*** Tables to Follow ***
Host Hotels & Resorts, Inc., herein referred to as “we,” “Host Inc.,” or the “Company,” is a self-managed and self-administered real estate investment trust that owns hotel properties. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Hotels & Resorts, L.P. (“Host LP”), of which we are the sole general partner. When distinguishing between Host Inc. and Host LP, the primary difference is approximately 1% of the partnership interests in Host LP held by outside partners as of March 31, 2020, which is non-controlling interests in Host LP in our consolidated balance sheets and is included in net income attributable to non-controlling interests in our consolidated statements of operations. Readers are encouraged to find further detail regarding our organizational structure in our annual report on Form 10-K.
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2020 OPERATING RESULTS |
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PAGE NO. |
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Condensed Consolidated Balance Sheets (unaudited) March 31, 2020 and December 31, 2019 |
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7 |
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Condensed Consolidated Statements of Operations (unaudited) Quarter Ended March 31, 2020 and 2019 |
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8 |
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Earnings per Common Share (unaudited) Quarter Ended March 31, 2020 and 2019 |
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9 |
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Hotel Operating Data |
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Hotel Operating Data for Consolidated Hotels (by Location) |
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10 |
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Schedule of All Owned Hotel Pro Forma Results |
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11 |
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Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre |
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12 |
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Reconciliation of Diluted Earnings per Common Share to NAREIT and Adjusted Funds From Operations per Diluted Share |
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13 |
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Notes to Financial Information |
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14 |
Condensed Consolidated Balance Sheets
(unaudited, in millions, except shares and per share amounts)
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March 31, 2020 |
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December 31, 2019 |
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ASSETS |
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Property and equipment, net |
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$ |
9,628 |
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$ |
9,671 |
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Right-of-use assets |
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598 |
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595 |
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Due from managers |
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37 |
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63 |
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Advances to and investments in affiliates |
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61 |
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56 |
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Furniture, fixtures and equipment replacement fund |
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165 |
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176 |
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Other |
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161 |
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171 |
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Cash and cash equivalents |
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2,796 |
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1,573 |
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Total assets |
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$ |
13,446 |
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$ |
12,305 |
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LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY |
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Debt (1)(2) |
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Senior notes |
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$ |
2,777 |
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$ |
2,776 |
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Credit facility, including the term loans of $997 |
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2,489 |
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989 |
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Other debt |
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29 |
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29 |
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Total debt |
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5,295 |
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3,794 |
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Lease liabilities |
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609 |
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606 |
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Accounts payable and accrued expenses |
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222 |
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263 |
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Other |
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166 |
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175 |
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Total liabilities |
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6,292 |
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4,838 |
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Redeemable non-controlling interests - Host Hotels & Resorts, L.P. |
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84 |
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142 |
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Host Hotels & Resorts, Inc. stockholders’ equity: |
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Common stock, par value $.01, 1,050 million shares authorized, 704.9 million shares and 713.4 million shares issued and outstanding, respectively |
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7 |
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7 |
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Additional paid-in capital |
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7,580 |
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7,675 |
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Accumulated other comprehensive loss |
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(72 |
) |
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(56 |
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Deficit |
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(451 |
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(307 |
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Total equity of Host Hotels & Resorts, Inc. stockholders |
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7,064 |
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7,319 |
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Non-redeemable non-controlling interests—other consolidated partnerships |
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6 |
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6 |
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Total equity |
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7,070 |
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7,325 |
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Total liabilities, non-controlling interests and equity |
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$ |
13,446 |
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$ |
12,305 |
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___________ |
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(1) |
Please see our First Quarter 2020 Supplemental Financial Information for more detail on our debt balances and financial covenant ratios under our credit facility and senior notes indentures. |
|
(2) |
We are currently in compliance with all our debt covenants and expect to remain so through the second quarter of 2020. Additionally, absent a breach of credit facility covenants, described below, we believe we have sufficient liquidity to fund cash flow shortfalls through the next twelve months. We also have no significant debt maturities until 2023. However, due to the current level of operations, we believe that it is probable we would breach certain of our credit facility covenants based on third quarter of 2020 results. Therefore, we are currently in discussions with the lenders under our credit facility to seek a waiver from these covenants. We note that over the past month several other companies in the lodging industry have already negotiated waivers under their agreements and have obtained, among other terms, waiver of their covenants for 12 months. Any covenant waiver may lead to increased costs, increased interest rates, additional restrictive covenants and other lender protections. If we were not able to obtain a waiver and an event of default were to occur, this could lead to the potential acceleration of amounts due under the credit facility as well as our senior notes. Notwithstanding our belief that we will be successful in obtaining a waiver under the credit facility, we continue to have ample access to other sources of liquidity including $2.5 billion of available cash as of April 30, 2020, access to capital markets, or we could choose to raise cash by selling hotel properties, although there can be no assurances we would be successful on terms favorable to us. |
|
Management’s primary mitigation plan to avoid a default under its credit facility is to obtain a waiver from its creditors. There can be no assurance that we will be able to obtain a waiver in a timely manner, or on acceptable terms, if at all. The failure to obtain a waiver, or otherwise repay the debt, could lead to an event of default which would have a material adverse effect on our financial condition, which gives rise to substantial doubt about our ability to continue as a going concern. |
HOST HOTELS & RESORTS, INC.
Condensed Consolidated Statements of Operations
(unaudited, in millions, except per share amounts)
|
|
|
Quarter ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Revenues |
|
|
|
|
|
|
|
|
|
Rooms |
|
$ |
626 |
|
|
$ |
857 |
|
|
Food and beverage |
|
|
330 |
|
|
|
433 |
|
|
Other |
|
|
96 |
|
|
|
100 |
|
|
Total revenues |
|
|
1,052 |
|
|
|
1,390 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Rooms |
|
|
187 |
|
|
|
217 |
|
|
Food and beverage |
|
|
245 |
|
|
|
285 |
|
|
Other departmental and support expenses |
|
|
319 |
|
|
|
327 |
|
|
Management fees |
|
|
30 |
|
|
|
54 |
|
|
Other property-level expenses |
|
|
93 |
|
|
|
92 |
|
|
Depreciation and amortization |
|
|
164 |
|
|
|
170 |
|
|
Corporate and other expenses(1) |
|
|
25 |
|
|
|
29 |
|
|
Total operating costs and expenses |
|
|
1,063 |
|
|
|
1,174 |
|
|
Operating profit (loss) |
|
|
(11 |
) |
|
|
216 |
|
|
Interest income |
|
|
6 |
|
|
|
8 |
|
|
Interest expense |
|
|
(37 |
) |
|
|
(43 |
) |
|
Other gains/(losses) |
|
|
(1 |
) |
|
|
5 |
|
|
Loss on foreign currency transactions and derivatives |
|
|
(1 |
) |
|
|
— |
|
|
Equity in earnings of affiliates |
|
|
4 |
|
|
|
5 |
|
|
Income (loss) before income taxes |
|
|
(40 |
) |
|
|
191 |
|
|
Benefit (provision) for income taxes |
|
|
37 |
|
|
|
(2 |
) |
|
Net income (loss) |
|
|
(3 |
) |
|
|
189 |
|
|
Less: Net income attributable to non-controlling interests |
|
|
— |
|
|
|
(3 |
) |
|
Net income (loss) attributable to Host Inc. |
|
$ |
(3 |
) |
|
$ |
186 |
|
|
Basic and diluted earnings per common share |
|
$ |
— |
|
|
$ |
.25 |
|
|
___________ |
|
|
|
|
|
|
|
|
|
(1) |
Corporate and other expenses include the following items: |
|
|
|
Quarter ended March 31, |
|
|||||
|
|
2020 |
|
|
2019 |
|
|||
|
General and administrative costs |
|
$ |
22 |
|
|
$ |
25 |
|
|
Non-cash stock-based compensation expense |
|
|
3 |
|
|
|
4 |
|
|
Total |
|
$ |
25 |
|
|
$ |
29 |
|
|
|
|
|
|
|
|
|
|
|
HOST HOTELS & RESORTS, INC.
Earnings per Common Share
(unaudited, in millions, except per share amounts)
|
|
|
Quarter ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Net income (loss) |
|
$ |
(3 |
) |
|
$ |
189 |
|
|
Less: Net income attributable to non-controlling interests |
|
|
— |
|
|
|
(3 |
) |
|
Net income (loss) attributable to Host Inc. |
|
$ |
(3 |
) |
|
$ |
186 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
708.1 |
|
|
|
740.6 |
|
|
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market |
|
|
— |
|
|
|
.2 |
|
|
Diluted weighted average shares outstanding (1) |
|
|
708.1 |
|
|
|
740.8 |
|
|
Basic and diluted earnings per common share |
|
$ |
— |
|
|
$ |
.25 |
|
|
___________ |
|
|
|
|
|
|
|
|
|
(1) |
Dilutive securities may include shares granted under comprehensive stock plans, preferred operating partnership units (“OP Units”) held by minority partners and other non-controlling interests that have the option to convert their limited partnership interests to common OP Units. No effect is shown for any securities that were anti-dilutive for the period. |
HOST HOTELS & RESORTS, INC.
Hotel Operating Data for Consolidated Hotels (1)(2)
All Owned Hotels (pro forma) by Location in Constant US$
|
|
|
As of March 31, 2020 |
|
|
Quarter ended March 31, 2020 |
|
|
Quarter ended March 31, 2019 |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Location |
|
No. of Properties |
|
|
No. of Rooms |
|
|
Average Room Rate |
|
|
Average Occupancy Percentage |
|
|
RevPAR |
|
|
Total RevPAR |
|
|
Average Room Rate |
|
|
Average Occupancy Percentage |
|
|
RevPAR |
|
|
Total RevPAR |
|
|
Percent Change in RevPAR |
|
|
Percent Change in Total RevPAR |
|
||||||||||||
|
Maui/Oahu |
|
|
4 |
|
|
|
1,983 |
|
|
$ |
469.81 |
|
|
|
74.5 |
% |
|
$ |
350.05 |
|
|
$ |
513.46 |
|
|
$ |
437.66 |
|
|
|
89.0 |
% |
|
$ |
389.36 |
|
|
$ |
584.39 |
|
|
|
(10.1 |
)% |
|
|
(12.1 |
)% |
|
Miami |
|
|
3 |
|
|
|
1,276 |
|
|
|
443.30 |
|
|
|
70.9 |
|
|
|
314.11 |
|
|
|
498.35 |
|
|
|
408.86 |
|
|
|
85.9 |
|
|
|
351.13 |
|
|
|
522.30 |
|
|
|
(10.5 |
) |
|
|
(4.6 |
) |
|
Florida Gulf Coast |
|
|
5 |
|
|
|
1,841 |
|
|
|
430.81 |
|
|
|
70.8 |
|
|
|
305.01 |
|
|
|
619.05 |
|
|
|
439.30 |
|
|
|
83.1 |
|
|
|
364.98 |
|
|
|
702.94 |
|
|
|
(16.4 |
) |
|
|
(11.9 |
) |
|
Phoenix |
|
|
3 |
|
|
|
1,654 |
|
|
|
369.52 |
|
|
|
67.1 |
|
|
|
248.11 |
|
|
|
552.93 |
|
|
|
373.48 |
|
|
|
82.7 |
|
|
|
308.80 |
|
|
|
644.54 |
|
|
|
(19.7 |
) |
|
|
(14.2 |
) |
|
Jacksonville |
|
|
1 |
|
|
|
446 |
|
|
|
363.41 |
|
|
|
57.0 |
|
|
|
207.28 |
|
|
|
466.16 |
|
|
|
367.78 |
|
|
|
78.6 |
|
|
|
289.04 |
|
|
|
690.11 |
|
|
|
(28.3 |
) |
|
|
(32.5 |
) |
|
San Francisco/San Jose |
|
|
7 |
|
|
|
4,528 |
|
|
|
295.37 |
|
|
|
59.3 |
|
|
|
175.08 |
|
|
|
254.37 |
|
|
|
305.80 |
|
|
|
77.3 |
|
|
|
236.51 |
|
|
|
330.84 |
|
|
|
(26.0 |
) |
|
|
(23.1 |
) |
|
San Diego |
|
|
3 |
|
|
|
3,288 |
|
|
|
244.32 |
|
|
|
61.2 |
|
|
|
149.44 |
|
|
|
291.18 |
|
|
|
252.91 |
|
|
|
76.9 |
|
|
|
194.59 |
|
|
|
349.55 |
|
|
|
(23.2 |
) |
|
|
(16.7 |
) |
|
Los Angeles |
|
|
4 |
|
|
|
1,726 |
|
|
|
217.17 |
|
|
|
68.7 |
|
|
|
149.12 |
|
|
|
221.85 |
|
|
|
223.86 |
|
|
|
86.5 |
|
|
|
193.59 |
|
|
|
289.21 |
|
|
|
(23.0 |
) |
|
|
(23.3 |
) |
|
New Orleans |
|
|
1 |
|
|
|
1,333 |
|
|
|
202.36 |
|
|
|
65.3 |
|
|
|
132.09 |
|
|
|
197.80 |
|
|
|
209.79 |
|
|
|
81.6 |
|
|
|
171.18 |
|
|
|
249.87 |
|
|
|
(22.8 |
) |
|
|
(20.8 |
) |
|
Washington, D.C. (CBD) |
|
|
5 |
|
|
|
3,238 |
|
|
|
230.32 |
|
|
|
54.0 |
|
|
|
124.28 |
|
|
|
183.71 |
|
|
|
247.89 |
|
|
|
73.3 |
|
|
|
181.79 |
|
|
|
257.64 |
|
|
|
(31.6 |
) |
|
|
(28.7 |
) |
|
New York |
|
|
3 |
|
|
|
4,261 |
|
|
|
220.61 |
|
|
|
56.1 |
|
|
|
123.75 |
|
|
|
197.15 |
|
|
|
236.38 |
|
|
|
72.0 |
|
|
|
170.27 |
|
|
|
267.69 |
|
|
|
(27.3 |
) |
|
|
(26.4 |
) |
|
Orlando |
|
|
1 |
|
|
|
2,004 |
|
|
|
215.31 |
|
|
|
57.1 |
|
|
|
123.02 |
|
|
|
288.47 |
|
|
|
208.20 |
|
|
|
79.0 |
|
|
|
164.41 |
|
|
|
385.22 |
|
|
|
(25.2 |
) |
|
|
(25.1 |
) |
|
Atlanta |
|
|
4 |
|
|
|
1,682 |
|
|
|
192.55 |
|
|
|
63.1 |
|
|
|
121.49 |
|
|
|
196.11 |
|
|
|
227.57 |
|
|
|
76.7 |
|
|
|
174.60 |
|
|
|
272.88 |
|
|
|
(30.4 |
) |
|
|
(28.1 |
) |
|
Orange County |
|
|
2 |
|
|
|
925 |
|
|
|
197.46 |
|
|
|
58.4 |
|
|
|
115.30 |
|
|
|
202.33 |
|
|
|
201.08 |
|
|
|
79.0 |
|
|
|
158.85 |
|
|
|
269.03 |
|
|
|
(27.4 |
) |
|
|
(24.8 |
) |
|
Philadelphia |
|
|
2 |
|
|
|
810 |
|
|
|
173.70 |
|
|
|
62.8 |
|
|
|
109.04 |
|
|
|
180.62 |
|
|
|
190.16 |
|
|
|
78.1 |
|
|
|
148.48 |
|
|
|
242.24 |
|
|
|
(26.6 |
) |
|
|
(25.4 |
) |
|
Northern Virginia |
|
|
3 |
|
|
|
1,252 |
|
|
|
206.66 |
|
|
|
52.7 |
|
|
|
108.90 |
|
|
|
180.68 |
|
|
|
210.16 |
|
|
|
65.7 |
|
|
|
138.09 |
|
|
|
239.65 |
|
|
|
(21.1 |
) |
|
|
(24.6 |
) |
|
Houston |
|
|
4 |
|
|
|
1,716 |
|
|
|
175.23 |
|
|
|
61.3 |
|
|
|
107.38 |
|
|
|
162.63 |
|
|
|
182.60 |
|
|
|
75.8 |
|
|
|
138.36 |
|
|
|
201.04 |
|
|
|
(22.4 |
) |
|
|
(19.1 |
) |
|
Seattle |
|
|
2 |
|
|
|
1,315 |
|
|
|
193.42 |
|
|
|
54.0 |
|
|
|
104.51 |
|
|
|
149.34 |
|
|
|
194.12 |
|
|
|
77.4 |
|
|
|
150.15 |
|
|
|
203.91 |
|
|
|
(30.4 |
) |
|
|
(26.8 |
) |
|
Boston |
|
|
3 |
|
|
|
2,715 |
|
|
|
177.13 |
|
|
|
53.0 |
|
|
|
93.85 |
|
|
|
141.90 |
|
|
|
190.33 |
|
|
|
69.4 |
|
|
|
132.03 |
|
|
|
196.44 |
|
|
|
(28.9 |
) |
|
|
(27.8 |
) |
|
Denver |
|
|
3 |
|
|
|
1,340 |
|
|
|
161.52 |
|
|
|
50.1 |
|
|
|
80.92 |
|
|
|
125.09 |
|
|
|
161.82 |
|
|
|
64.7 |
|
|
|
104.75 |
|
|
|
158.27 |
|
|
|
(22.7 |
) |
|
|
(21.0 |
) |
|
San Antonio |
|
|
2 |
|
|
|
1,512 |
|
|
|
186.32 |
|
|
|
43.0 |
|
|
|
80.16 |
|
|
|
122.14 |
|
|
|
196.01 |
|
|
|
77.4 |
|
|
|
151.75 |
|
|
|
229.98 |
|
|
|
(47.2 |
) |
|
|
(46.9 |
) |
|
Chicago |
|
|
4 |
|
|
|
1,816 |
|
|
|
142.48 |
|
|
|
47.5 |
|
|
|
67.69 |
|
|
|
95.61 |
|
|
|
148.27 |
|
|
|
60.4 |
|
|
|
89.50 |
|
|
|
128.94 |
|
|
|
(24.4 |
) |
|
|
(25.8 |
) |
|
Other |
|
|
6 |
|
|
|
2,509 |
|
|
|
166.44 |
|
|
|
57.3 |
|
|
|
95.36 |
|
|
|
134.38 |
|
|
|
168.26 |
|
|
|
73.1 |
|
|
|
122.94 |
|
|
|
175.07 |
|
|
|
(22.4 |
) |
|
|
(23.2 |
) |
|
Domestic |
|
|
75 |
|
|
|
45,170 |
|
|
|
253.53 |
|
|
|
59.1 |
|
|
|
149.75 |
|
|
|
250.37 |
|
|
|
256.56 |
|
|
|
76.2 |
|
|
|
195.38 |
|
|
|
316.95 |
|
|
|
(23.4 |
) |
|
|
(21.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
|
5 |
|
|
|
1,499 |
|
|
|
138.21 |
|
|
|
53.3 |
|
|
|
73.70 |
|
|
|
106.43 |
|
|
|
134.63 |
|
|
|
67.6 |
|
|
|
91.07 |
|
|
|
132.89 |
|
|
|
(19.1 |
) |
|
|
(19.9 |
) |
|
All Locations - Constant US$ |
|
|
80 |
|
|
|
46,669 |
|
|
|
250.18 |
|
|
|
58.9 |
|
|
|
147.31 |
|
|
|
245.75 |
|
|
|
253.07 |
|
|
|
75.9 |
|
|
|
192.03 |
|
|
|
311.04 |
|
|
|
(23.3 |
) |
|
|
(21.0 |
) |
All Owned Hotels (pro forma) in Nominal US$
|
|
|
As of March 31, 2020 |
|
|
Quarter ended March 31, 2020 |
|
|
Quarter ended March 31, 2019 |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
No. of Properties |
|
|
No. of Rooms |
|
|
Average Room Rate |
|
|
Average Occupancy Percentage |
|
|
RevPAR |
|
|
Total RevPAR |
|
|
Average Room Rate |
|
|
Average Occupancy Percentage |
|
|
RevPAR |
|
|
Total RevPAR |
|
|
Percent Change in RevPAR |
|
|
Percent Change in Total RevPAR |
|
||||||||||||
|
International |
|
|
5 |
|
|
|
1,499 |
|
|
$ |
138.21 |
|
|
|
53.3 |
% |
|
$ |
73.70 |
|
|
$ |
106.43 |
|
|
$ |
143.88 |
|
|
|
67.6 |
% |
|
$ |
97.32 |
|
|
$ |
140.81 |
|
|
|
(24.3 |
)% |
|
|
(24.4 |
)% |
|
Domestic |
|
|
75 |
|
|
|
45,170 |
|
|
|
253.53 |
|
|
|
59.1 |
|
|
|
149.75 |
|
|
|
250.37 |
|
|
|
256.56 |
|
|
|
76.2 |
|
|
|
195.38 |
|
|
|
316.95 |
|
|
|
(23.4 |
) |
|
|
(21.0 |
) |
|
All Locations |
|
|
80 |
|
|
|
46,669 |
|
|
|
250.18 |
|
|
|
58.9 |
|
|
|
147.31 |
|
|
|
245.75 |
|
|
|
253.34 |
|
|
|
75.9 |
|
|
|
192.23 |
|
|
|
311.30 |
|
|
|
(23.4 |
) |
|
|
(21.1 |
) |
___________
|
(2) |
Hotel RevPAR is calculated as room revenues divided by the available room nights. Hotel Total RevPAR is calculated by dividing the sum of rooms, food and beverage and other revenues by the available room nights. |
Schedule of All Owned Hotel Pro Forma Results (1)
(unaudited, in millions, except hotel statistics)
|
|
|
Quarter ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Number of hotels |
|
|
80 |
|
|
|
80 |
|
|
Number of rooms |
|
|
46,669 |
|
|
|
46,669 |
|
|
Change in hotel Total RevPAR - |
|
|
|
|
|
|
|
|
|
Constant US$ |
|
|
(21.0 |
)% |
|
|
— |
|
|
Nominal US$ |
|
|
(21.1 |
)% |
|
|
— |
|
|
Change in hotel RevPAR - |
|
|
|
|
|
|
|
|
|
Constant US$ |
|
|
(23.3 |
)% |
|
|
— |
|
|
Nominal US$ |
|
|
(23.4 |
)% |
|
|
— |
|
|
Operating profit (loss) margin (2) |
|
|
(1.0 |
)% |
|
|
15.5 |
% |
|
All Owned Hotel Pro Forma EBITDA margin (2) |
|
|
16.9 |
% |
|
|
30.4 |
% |
|
Food and beverage profit margin (2) |
|
|
25.8 |
% |
|
|
34.2 |
% |
|
All Owned Hotel Pro Forma food and beverage profit margin (2) |
|
|
25.8 |
% |
|
|
34.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(3 |
) |
|
$ |
189 |
|
|
Depreciation and amortization |
|
|
164 |
|
|
|
170 |
|
|
Interest expense |
|
|
37 |
|
|
|
43 |
|
|
Provision (benefit) for income taxes |
|
|
(37 |
) |
|
|
2 |
|
|
Gain on sale of property and corporate level income/expense |
|
|
17 |
|
|
|
11 |
|
|
Pro forma adjustments (3) |
|
|
— |
|
|
|
(15 |
) |
|
All Owned Hotel Pro Forma EBITDA |
|
$ |
178 |
|
|
$ |
400 |
|
|
|
|
Quarter ended March 31, 2020 |
|
|
Quarter ended March 31, 2019 |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
Adjustments |
|
|
|
|
|
||||||
|
|
|
GAAP Results |
|
|
Depreciation and corporate level items |
|
|
All Owned Hotel Pro Forma Results(3) |
|
|
GAAP Results |
|
|
Pro forma adjustments(3) |
|
|
Depreciation and corporate level items |
|
|
All Owned Hotel Pro Forma Results(3) |
|
|||||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Room |
|
$ |
626 |
|
|
$ |
— |
|
|
$ |
626 |
|
|
$ |
857 |
|
|
$ |
(49 |
) |
|
$ |
— |
|
|
$ |
808 |
|
|
Food and beverage |
|
|
330 |
|
|
|
— |
|
|
|
330 |
|
|
|
433 |
|
|
|
(20 |
) |
|
|
— |
|
|
|
413 |
|
|
Other |
|
|
96 |
|
|
|
— |
|
|
|
96 |
|
|
|
100 |
|
|
|
(7 |
) |
|
|
— |
|
|
|
93 |
|
|
Total revenues |
|
|
1,052 |
|
|
|
— |
|
|
|
1,052 |
|
|
|
1,390 |
|
|
|
(76 |
) |
|
|
— |
|
|
|
1,314 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Room |
|
|
187 |
|
|
|
— |
|
|
|
187 |
|
|
|
217 |
|
|
|
(14 |
) |
|
|
— |
|
|
|
203 |
|
|
Food and beverage |
|
|
245 |
|
|
|
— |
|
|
|
245 |
|
|
|
285 |
|
|
|
(14 |
) |
|
|
— |
|
|
|
271 |
|
|
Other |
|
|
442 |
|
|
|
— |
|
|
|
442 |
|
|
|
473 |
|
|
|
(33 |
) |
|
|
— |
|
|
|
440 |
|
|
Depreciation and amortization |
|
|
164 |
|
|
|
(164 |
) |
|
|
— |
|
|
|
170 |
|
|
|
— |
|
|
|
(170 |
) |
|
|
— |
|
|
Corporate and other expenses |
|
|
25 |
|
|
|
(25 |
) |
|
|
— |
|
|
|
29 |
|
|
|
— |
|
|
|
(29 |
) |
|
|
— |
|
|
Total expenses |
|
|
1,063 |
|
|
|
(189 |
) |
|
|
874 |
|
|
|
1,174 |
|
|
|
(61 |
) |
|
|
(199 |
) |
|
|
914 |
|
|
Operating Profit (Loss) – All Owned Hotel Pro Forma EBITDA |
|
$ |
(11 |
) |
|
$ |
189 |
|
|
$ |
178 |
|
|
$ |
216 |
|
|
$ |
(15 |
) |
|
$ |
199 |
|
|
$ |
400 |
|
|
___________ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
See the Notes to Financial Information for a discussion of non-GAAP measures and the calculation of all owned hotel pro forma results, including the limitations on their use. For additional information on hotel EBITDA by location, see the First Quarter 2020 Supplemental Financial Information posted on our website. |
|
(2) |
Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the condensed consolidated statements of operations. Hotel margins are calculated using amounts presented in the above tables. |
|
(3) |
Pro forma adjustments represent the following items: (i) the elimination of results of operations of our sold hotels, which operations are included in our condensed consolidated statements of operations as continuing operations and (ii) the addition of results for periods prior to our ownership for hotels acquired during the presented periods. For this presentation, we no longer adjust for certain items such as gains on insurance settlements, the results of our leased office buildings and other non-hotel revenue and expense items, and they are included in the All Owned Hotel Pro Forma results. |
Reconciliation of Net Income (Loss) to
EBITDA, EBITDAre and Adjusted EBITDAre (1)
(unaudited, in millions)
|
|
|
Quarter ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Net income (loss) |
|
$ |
(3 |
) |
|
$ |
189 |
|
|
Interest expense |
|
|
37 |
|
|
|
43 |
|
|
Depreciation and amortization |
|
|
164 |
|
|
|
170 |
|
|
Income taxes |
|
|
(37 |
) |
|
|
2 |
|
|
EBITDA |
|
|
161 |
|
|
|
404 |
|
|
(Gain) loss on dispositions (2) |
|
|
1 |
|
|
|
(2 |
) |
|
Equity investment adjustments: |
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates |
|
|
(4 |
) |
|
|
(5 |
) |
|
Pro rata EBITDAre of equity investments |
|
|
6 |
|
|
|
9 |
|
|
EBITDAre and Adjusted EBITDAre |
|
$ |
164 |
|
|
$ |
406 |
|
|
___________ |
|
|
|
|
|
|
|
|
|
(1) |
See the Notes to Financial Information for discussion of non-GAAP measures. |
|
(2) |
Reflects the sale of one hotel in 2019. |
Reconciliation of Diluted Earnings per Common Share to
NAREIT and Adjusted Funds From Operations per Diluted Share (1)
(unaudited, in millions, except per share amounts)
|
|
|
Quarter ended March 31, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Net income (loss) |
|
$ |
(3 |
) |
|
$ |
189 |
|
|
Less: Net income attributable to non-controlling interests |
|
|
— |
|
|
|
(3 |
) |
|
Net income (loss) attributable to Host Inc. |
|
|
(3 |
) |
|
|
186 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
(Gain) loss on dispositions (2) |
|
|
1 |
|
|
|
(2 |
) |
|
Depreciation and amortization |
|
|
164 |
|
|
|
169 |
|
|
Equity investment adjustments: |
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates |
|
|
(4 |
) |
|
|
(5 |
) |
|
Pro rata FFO of equity investments |
|
|
4 |
|
|
|
9 |
|
|
Consolidated partnership adjustments: |
|
|
|
|
|
|
|
|
|
FFO adjustment for non-controlling partnerships |
|
|
— |
|
|
|
1 |
|
|
FFO adjustments for non-controlling interests of Host L.P. |
|
|
(2 |
) |
|
|
(2 |
) |
|
NAREIT FFO and Adjusted FFO |
|
$ |
160 |
|
|
$ |
356 |
|
|
|
|
|
|
|
|
|
|
|
|
For calculation on a per share basis (3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding - EPS |
|
|
708.1 |
|
|
|
740.8 |
|
|
Assuming issuance of common shares granted under the comprehensive stock plans |
|
|
0.4 |
|
|
|
— |
|
|
Diluted weighted average shares outstanding - NAREIT FFO and Adjusted FFO |
|
|
708.5 |
|
|
|
740.8 |
|
|
Diluted earnings per common share |
|
$ |
— |
|
|
$ |
.25 |
|
|
NAREIT FFO and Adjusted FFO per diluted share |
|
$ |
.23 |
|
|
$ |
.48 |
|
|
___________ |
|
|
|
|
|
|
|
|
|
(1-2) |
Refer to the corresponding footnote on the Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre. |
|
(3) |
Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners and other non-controlling interests that have the option to convert their limited partnership interests to common OP units. No effect is shown for securities if they are anti-dilutive. |
HOST HOTELS & RESORTS, INC.
Notes to Financial Information
All Owned Hotel Operating Statistics and Results
To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics and operating results for the periods included in this presentation on a comparable hotel basis (discussed in Comparable Hotel Operating Statistics below). However, due to the COVID-19 pandemic and its effects on operations there is little comparability between periods. For this reason we are temporarily suspending our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting results on a pro forma basis including the following adjustments: (1) operating results are presented for all consolidated properties owned as of March 31, 2020 but do not include the results of operations for properties sold in 2019; and (2) operating results for acquisitions in the current and prior year are reflected for full calendar years, to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results.
Comparable Hotel Operating Statistics
The following discusses our typical presentation of comparable hotels; however, this method is not being used in the current presentation due to the impact of COVID-19:
To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in this report on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.
We define our comparable hotels as properties:
(i) that are owned or leased by us at the end of the reporting periods being compared; and
(ii) that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as further defined below) during the reporting periods being compared.
The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A large scale capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of the hotel, such as rooms, meeting space, lobby, bars, restaurants and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotel to be removed from the comparable hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation.
Historically, we have not included an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results for one full calendar year. For example, we acquired the 1 Hotel South Beach in February 2019 and therefore it was not included in our comparable hotels for 2019. We are, however, making a change to this policy going forward, which is explained below under “2020 Comparable Hotel Definition Change.”
Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption or commence a large-scale capital project. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after completion of the repair of the property damage or cessation of the business interruption, or the completion of large-scale capital projects, as applicable.
2020 Comparable Hotel Definition Change
Effective January 1, 2020, the Company adjusted its definition of comparable hotels to include recent acquisitions on a pro forma basis assuming they have comparable operating environments. Operating results for acquisitions in the current and prior year will be reflected for full calendar years, to include results for periods prior to Company ownership. Management believes this will provide investors a better understanding of underlying growth trends for the Company’s current portfolio. As a result, the 1 Hotel South Beach would be included in the comparable hotel set for the quarter ended March 31, 2020.
Constant US$ and Nominal US$
Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. For comparative purposes, we also present the RevPAR results for the prior year assuming the results of our foreign operations were translated using the same exchange rates that were effective for the comparable periods in the current year, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. For the full year forecast results, we use the applicable forward currency curve (as published by Bloomberg L.P.) for each monthly period to estimate forecast foreign operations in U.S. dollars and have restated the prior year RevPAR results using the same forecast exchange rates to estimate year-over-year growth in RevPAR in constant US$. We believe this presentation is useful to investors as it provides
HOST HOTELS & RESORTS, INC.
Notes to Financial Information
clarity with respect to growth in RevPAR in the local currency of the hotel consistent with the way we would evaluate our domestic portfolio. However, the estimated effect of changes in foreign currency has been reflected in the actual and forecast results of net income, EBITDA, Adjusted EBITDAre, diluted earnings per common share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.
Non-GAAP Financial Measures
Included in this press release are certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. They are as follows: (i) FFO and FFO per diluted share (both NAREIT and Adjusted), (ii) EBITDA, (iii) EBITDAre and Adjusted EBITDAre and (iv) All Owned Hotel Property Level Operating Results. The following discussion defines these measures and presents why we believe they are useful supplemental measures of our performance.
NAREIT FFO and NAREIT FFO per Diluted Share
We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. Effective January 1, 2019, we adopted NAREIT’s definition of FFO included in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments and adjustments for consolidated partially-owned entities and unconsolidated affiliates. Adjustments for consolidated partially-owned entities and unconsolidated affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis.
We believe that NAREIT FFO per diluted share is a useful supplemental measure of our operating performance and that the presentation of NAREIT FFO per diluted share, when combined with the primary GAAP presentation of earnings per share, provides beneficial information to investors. By excluding the effect of real estate depreciation, amortization, impairment expense and gains and losses from sales of depreciable real estate, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that such measures can facilitate comparisons of operating performance between periods and with other REITs, even though NAREIT FFO per diluted share does not represent an amount that accrues directly to holders of our common stock. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. As noted by NAREIT in its Funds From Operations White Paper – 2018 Restatement, the primary purpose for including FFO as a supplemental measure of operating performance of a REIT is to address the artificial nature of historical cost depreciation and amortization of real estate and real estate-related assets mandated by GAAP. For these reasons, NAREIT adopted the FFO metric in order to promote a uniform industry-wide measure of REIT operating performance.
Adjusted FFO per Diluted Share
We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:
|
|
• |
Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs from the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs. |
|
|
• |
Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company. |
|
|
• |
Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance. |
In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of the Company’s current operating performance. For example, in 2017, as a result of the reduction of corporate income tax rates from 35% to 21% caused by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a
HOST HOTELS & RESORTS, INC.
Notes to Financial Information
one-time adjustment to reduce the deferred tax assets and increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our on-going operating performance and therefore excluded this item from Adjusted FFO.
EBITDA
Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”) is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners that are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for our compensation programs.
EBITDAre and Adjusted EBITDAre
We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of the Company’s results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.
We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to the measure used to calculate certain credit ratios for our credit facility and senior notes. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre:
|
|
• |
Property Insurance Gains – We exclude the effect of property insurance gains reflected in our consolidated statements of operations because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets. In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets. |
|
|
• |
Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company. |
|
|
• |
Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance. |
In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last such adjustment was a 2013 exclusion of a gain from an eminent domain claim.
Limitations on the Use of NAREIT FFO per Diluted Share, Adjusted FFO per Diluted Share, EBITDA, EBITDAre and Adjusted EBITDAre
We calculate NAREIT FFO per diluted share in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies that do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. In addition, although FFO per diluted share is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. We also calculate Adjusted FFO per diluted share, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs. EBITDA, EBITDAre and Adjusted EBITDAre, as presented, may also not be comparable to measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures), interest expense (for EBITDA, EBITDAre and Adjusted EBITDAre purposes only) and other items have been and will be made and are not reflected in the EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share presentations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statement of operations and cash flows include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, EBITDAre and Adjusted EBITDAre should not be considered as a measure of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions. In addition, NAREIT FFO per diluted
HOST HOTELS & RESORTS, INC.
Notes to Financial Information
share and Adjusted FFO per diluted share do not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit.
Similarly, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of our equity investments and NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of non-controlling partners in consolidated partnerships. Our equity investments consist of interests ranging from 11% to 67% in seven domestic and international partnerships that own a total of 10 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities. The non-controlling partners in consolidated partnerships primarily consist of the approximate 1% interest in Host LP held by outside partners, and a 15% interest held by outside partners in a partnership owning one hotel for which we do control the entity and, therefore, consolidate its operations. These pro rata results for NAREIT FFO and Adjusted FFO per diluted share, EBITDAre and Adjusted EBITDAre were calculated as set forth in the definitions above. Readers should be cautioned that the pro rata results presented in these measures for consolidated partnerships (for NAREIT FFO and Adjusted FFO per diluted share) and equity investments may not accurately depict the legal and economic implications of our investments in these entities.
Hotel Property Level Operating Results
We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a hotel-level pro forma basis as supplemental information for our investors. Our hotel results reflect the operating results of our hotels as discussed in All Owned Hotel Operating Statistics and Results above. We present all owned hotel pro forma EBITDA to help us and our investors evaluate the ongoing operating performance of our properties after removing the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our hotels. All owned hotel pro forma results are presented both by location and for the Company’s properties in the aggregate. We eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values have historically risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient.
Because of the elimination of corporate-level costs and expenses, gains or losses on disposition and depreciation and amortization expense, the hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.
While management believes that presentation of all owned hotel results is a measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of these hotels, as these decisions are based on data for individual hotels and are not based on all owned hotel results in the aggregate. For these reasons, we believe that all owned hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.
First Quarter 2020 Supplemental Financial Information March 31, 2020 Host Hotels & Resorts, Inc. Exhibit 99.2
Table of Contents Host Hotels & Resorts PAGE NO. I. Overview i. About Host Hotels & Resorts 3 ii. Forward-Looking Statements 4 iii. All Owned Hotel Operating Statistics and Results and Non-GAAP Financial Measures 4 II. Corporate Financial Information i. Condensed Consolidated Balance Sheets (unaudited) - March 31, 2020 and December 31, 2019 6 ii. Condensed Consolidated Statements of Operations (unaudited) - Quarter Ended March 31, 2020 and 2019 7 iii. Earnings per Common Share (unaudited) - Quarter Ended March 31, 2020 and 2019 8 iv. Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre 9 v. Reconciliation of Diluted Earnings per Common Share to NAREIT and Adjusted Funds From Operations per Diluted Share 10 III. Property Level Data i. All Owned Hotel Pro Forma Results 12 ii. Hotel Results by Location in Nominal US$ 14 iii. Top 40 Domestic Hotels by Total RevPAR for the Year Ended December 31, 2019 18 iv. Top 40 Domestic Hotels by Total RevPAR Reconciliation of Hotel Net Income (Loss) to Hotel EBITDA and EBITDAre 19 IV. Capitalization i. Comparative Capitalization 21 ii. Consolidated Debt Summary as of March 31, 2020 and December 31, 2019 22 iii. Consolidated Debt Maturity as of March 31, 2020 23 iv. Ground Lease Summary as of December 31, 2019 24 v. 2019 Property Dispositions 25 V. COVID-19 Data i. Credit Facility and Senior Notes Financial Performance Tests 27 ii. Reconciliation of GAAP Leverage Ratio to Credit Facility Leverage Ratio 28 iii. Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Unsecured Interest Coverage Ratio 29 iv. Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Fixed Charge Coverage Ratio 30 v. Reconciliation of GAAP Indebtedness Test to Senior Notes Indenture Indebtedness Test 31 vi. Reconciliation of GAAP Secured Indebtedness Test to Senior Notes Indenture Secured Indebtedness Test 32 vii. Reconciliation of GAAP Interest Coverage Ratio to Senior Notes Indenture EBITDA-to-Interest Coverage Ratio 33 viii. Reconciliation of GAAP Assets to Indebtedness Test to Senior Notes Unencumbered Assets to Unsecured Indebtedness Test 34 ix. Hotels with Suspended Operations 35 VI. Notes to Supplemental Financial Information i. All Owned Hotel Operating Statistics and Results 37 ii. Comparable Hotel Operating Statistics 37 iii. Non-GAAP Financial Measures 38
Overview About Host Hotels & Resorts Host Hotels & Resorts, Inc. is an S&P 500 company and is the largest lodging real estate investment trust and one of the largest owners of luxury and upper-upscale hotels. The Company currently owns 75 properties in the United States and five properties internationally totaling approximately 46,500 rooms. The Company also holds non-controlling interests in six domestic and one international joint ventures. Guided by a disciplined approach to capital allocation and aggressive asset management, the Company partners with premium brands such as Marriott®, Ritz-Carlton®, Westin®, Sheraton®, W®, St. Regis®, The Luxury Collection®, Hyatt®, Fairmont®, Hilton®, Swissôtel®, ibis® and Novotel®, as well as independent brands. For additional information, please visit the Company’s website at www.hosthotels.com. Host Hotels & Resorts, Inc., herein referred to as “we,” “Host Inc.,” or the “Company,” is a self-managed and self-administered real estate investment trust (“REIT”) that owns hotel properties. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Hotels & Resorts, L.P. (“Host LP”), of which we are the sole general partner. When distinguishing between Host Inc. and Host LP, the primary difference is approximately 1% of the partnership interests in Host LP held by outside partners as of March 31, 2020, which is non-controlling interests in Host LP in our consolidated balance sheets and is included in net income attributable to non-controlling interests in our consolidated statements of operations. Readers are encouraged to find further detail regarding our organizational structure in our annual report on Form 10-K. Host Hotels & Resorts Corporate Headquarters Host Hotels & Resorts, Inc. 4747 Bethesda Avenue, Suite 1300 Bethesda, MD 20814 Phone: 240-744-1000 Website: www.hosthotels.com Contacts James F. Risoleo, Chief Executive Officer Tejal Engman, Vice President Investor Relations Analyst Coverage Bank of America Merrill Lynch Shaun Kelley 646-855-1005 shaun.kelley@baml.com Barclays Capital Anthony Powell 212-526-8768 anthony.powell@barclays.com BMO Capital Markets Ari Klein 212-885-4103 ari.klein@bmo.com BTIG James Sullivan 212-738-6139 jsullivan@btig.com Capital One Securities Neil Malkin 571-633-8191 neil.malkin@capitalone.com Citi Investment Research Smedes Rose 212-816-6243 smedes.rose@citi.com Deutsche Bank Securities Chris Woronka 212-250-9376 Chris.Woronka@db.com Evercore ISI Richard Hightower 212-752-0886 rhightower@evercoreisi.com Goldman Sachs & Co. Stephen Grambling 212-902-7832 Stephen.Grambling@gs.com Green Street Advisors Lukas Hartwich 949-640-8780 lhartwich@greenstreetadvisors.com Instinet LLC Harry Curtis 212-310-5414 Harry.curtis@instinet.com Jefferies David Katz 212-323-3355 dkatz@jefferies.com J.P. Morgan Securities Joe Greff 212-622-0548 Joseph.greff@jpmorgan.com Morgan Stanley & Co. Thomas Allen 212-761-3356 Thomas.Allen@morganstanley.com Raymond James & Associates Bill Crow 727-567-2594 Bill.crow@raymondjames.com RBC Capital Markets Wes Golladay 440-715-2650 Wes.Golladay@rbccm.com Robert W. Baird Mike Bellisario 414-298-6130 mbellisario@rwbaird.com Stifel, Nicolaus & Co. Simon Yarmak 443-224-1345 yarmaks@stifel.com SunTrust Robert Humphrey C. Patrick Scholes 212-319-3915 Patrick.scholes@suntrust.com UBS Securities LLC Robin Farley 212-713-2060 Robin.farley@ubs.com Wells Fargo Securities LLC Dori Kesten 617-603-4233 dori.kesten@wellsfargo.com Wolfe Research Jared Shojaian 214-699-4506 jshojaian@wolferesearch.com The Company is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding the Company’s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management. The Company does not by its reference above imply its endorsement of or concurrence with any of such analysts’ information, conclusions or recommendations.
Overview Forward-Looking Statements This supplemental information contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements include forecast results and are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “plan,” “predict,” “project,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: the duration and scope of the COVID-19 pandemic and its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates, business investment and consumer discretionary spending; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in U.S. markets where we own hotels and a worsening of economic conditions or low levels of economic growth in these markets; the effects of steps we and our hotel managers take to reduce operating costs in response to the COVID-19 pandemic; other changes (apart from the COVID-19 pandemic) in national and local economic and business conditions and other factors such as natural disasters, and weather that will affect occupancy rates at our hotels and the demand for hotel products and services; the impact of geopolitical developments outside the U.S. on lodging demand; volatility in global financial and credit markets; operating risks associated with the hotel business; risks and limitations in our operating flexibility associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; risks associated with our relationships with property managers and joint venture partners; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; the effects of hotel renovations on our hotel occupancy and financial results; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; risks associated with our ability to complete acquisitions and dispositions and develop new properties and the risks that acquisitions and new developments may not perform in accordance with our expectations; our ability to continue to satisfy complex rules in order for us to remain a REIT for federal income tax purposes; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to make special dividends; and other risks and uncertainties associated with our business described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this supplemental presentation is as of May 7, 2020, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations. All Owned Hotel Operating Statistics and Results and Non-GAAP Financial Measures To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics and operating results for the periods included in this presentation on a comparable hotel basis. However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between periods. For this reason, we are temporarily suspending our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting results on a pro forma basis including the following adjustments: (1) operating results are presented for all consolidated properties owned as of March 31, 2020 but do not include the results of operations for properties sold in 2019; and (2) operating results for acquisitions in the current and prior year are reflected for full calendar years, to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. See the Notes to Supplemental Financial Information for further information on these pro forma statistics and the limitations on their use. Included in this supplemental information are certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP (U.S. generally accepted accounting principles), within the meaning of applicable SEC rules. They are as follows: (i) FFO and FFO per diluted share (both NAREIT and Adjusted), (ii) EBITDA (for both the Company and hotel level), (iii) EBITDAre and Adjusted EBITDAre, (iv) Net Operating Income (NOI) and (v) All Owned Hotel Property Level Operating Results (and the related margins). Also included are reconciliations to the most directly comparable GAAP measures. See the Notes to Supplemental Financial Information for definitions of these measures, why we believe these measures are useful and limitations on their use. Also included in this supplemental information is our leverage ratio, unsecured interest coverage ratio and fixed charge coverage ratio, calculated in accordance with our credit facility, along with our EBITDA to interest coverage ratio, indenture indebtedness test, indenture secured indebtedness test, and indenture unencumbered assets to unsecured indebtedness test, calculated in accordance with our senior notes indenture covenants. Included with these ratios are reconciliations calculated in accordance with GAAP. See the Notes to Supplemental Financial Information for information on how these supplemental measures are calculated, why we believe they are useful and limitations on their use. Host Hotels & Resorts
Corporate Financial Information Host Hotels & Resorts
Corporate Financial Information Condensed Consolidated Balance Sheets (unaudited, in millions, except shares and per share amounts) Host Hotels & Resorts March 31, 2020 December 31, 2019 ASSETS Property and equipment, net $9,628 $9,671 Right-of-use assets 598 595 Due from managers 37 63 Advances to and investments in affiliates 61 56 Furniture, fixtures and equipment replacement fund 165 176 Other 161 171 Cash and cash equivalents 2,796 1,573 Total assets $13,446 $12,305 LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY Debt Senior notes $2,777 $2,776 Credit facility, including term loans of $997 2,489 989 Other debt 29 29 Total debt 5,295 3,794 Lease liabilities 609 606 Accounts payable and accrued expenses 222 263 Other 166 175 Total liabilities 6,292 4,838 Redeemable non-controlling interests - Host Hotels & Resorts, L.P. 84 142 Host Hotels & Resorts, Inc. stockholders’ equity: Common stock, par value $.01, 1,050 million shares authorized, 704.9 million shares and 713.4 million shares issued and outstanding, respectively 7 7 Additional paid-in capital 7,580 7,675 Accumulated other comprehensive loss (72) (56) Deficit (451) (307) Total equity of Host Hotels & Resorts, Inc. stockholders 7,064 7,319 Non-redeemable non-controlling interests—other consolidated partnerships 6 6 Total equity 7,070 7,325 Total liabilities, non-controlling interests and equity $13,446 $12,305
Corporate Financial Information Condensed Consolidated Statements of Operations (unaudited, in millions, except per share amounts) Host Hotels & Resorts Quarter ended March 31, 2020 2019 Revenues Rooms $626 $857 Food and beverage 330 433 Other 96 100 Total revenues 1,052 1,390 Expenses Rooms 187 217 Food and beverage 245 285 Other departmental and support expenses 319 327 Management fees 30 54 Other property-level expenses 93 92 Depreciation and amortization 164 170 Corporate and other expenses 25 29 Total operating costs and expenses 1,063 1,174 Operating profit (loss) (11) 216 Interest income 6 8 Interest expense (37) (43) Other gains/(losses) (1) 5 Loss on foreign currency transactions and derivatives (1) — Equity in earnings of affiliates 4 5 Income (loss) before income taxes (40) 191 Benefit (provision) for income taxes 37 (2) Net income (loss) (3) 189 Less: Net income attributable to non-controlling interests — (3) Net income (loss) attributable to Host Inc. $(3) $186 Basic and diluted earnings per common share $— $.25
Corporate Financial Information Earnings per Common Share (unaudited, in millions, except per share amounts) ___________ (1) Dilutive securities may include shares granted under comprehensive stock plans, preferred operating partnership units (“OP Units”) held by minority partners and other non-controlling interests that have the option to convert their limited partnership interests to common OP Units. No effect is shown for any securities that were anti-dilutive for the period. Host Hotels & Resorts Quarter ended March 31, 2020 2019 Net income (loss) $(3) $189 Less: Net income attributable to non-controlling interests — (3) Net income (loss) attributable to Host Inc. $(3) $186 Basic weighted average shares outstanding 708.1 740.6 Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market — .2 Diluted weighted average shares outstanding (1) 708.1 740.8 Basic and diluted earnings per common share $— $.25
Corporate Financial Information (unaudited, in millions) Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre (1) (1) See the Notes to Supplemental Financial Information for discussion of these non-GAAP measures. (2) Reflects the sale of one hotel in 2019. Host Hotels & Resorts Quarter ended March 31, 2020 2019 Net income (loss) $(3) $189 Interest expense 37 43 Depreciation and amortization 164 170 Income taxes (37) 2 EBITDA 161 404 (Gain) loss on dispositions (2) 1 (2) Equity investment adjustments: Equity in earnings of affiliates (4) (5) Pro rata EBITDAre of equity investments 6 9 EBITDA and Adjusted EBITDAre $164 $406 ___________
Corporate Financial Information (unaudited, in millions, except per share amounts) Reconciliation of Diluted Earnings per Common Share to NAREIT and Adjusted Funds From Operations per Diluted Share(1) __________ (1-2) Refer to the corresponding footnote on the Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre. (3) Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners and other non-controlling interests that have the option to convert their limited partnership interests to common OP units. No effect is shown for securities if they are anti-dilutive. Host Hotels & Resorts Quarter ended March 31, 2020 2019 Net income (loss) $(3) $189 Less: Net income attributable to non-controlling interests — (3) Net income (loss) attributable to Host Inc. (3) 186 Adjustments: (Gain) loss on dispositions (2) 1 (2) Depreciation and amortization 164 169 Equity investment adjustments: Equity in earnings of affiliates (4) (5) Pro rata FFO of equity investments 4 9 Consolidated partnership adjustments: FFO adjustment for non-controlling partnerships — 1 FFO adjustments for non-controlling interests of Host L.P. (2) (2) NAREIT and Adjusted FFO $160 $356 For calculation on a per share basis (3): Diluted weighted average shares outstanding - EPS 708.1 740.8 Assuming issuance of common shares granted under the comprehensive stock plans 0.4 — Diluted weighted average shares outstanding - NAREIT FFO and Adjusted FFO 708.5 740.8 Diluted earnings per common share $— $.25 NAREIT FFO and Adjusted FFO per diluted share $.23 $.48
Property Level Data Host Hotels & Resorts
Property Level Data (unaudited, in millions, except hotel statistics) All Owned Hotel Pro Forma Results (1) Host Hotels & Resorts Quarter ended March 31, 2020 2019 Number of hotels 80 80 Number of rooms 46,669 46,669 Change in hotel Total RevPAR (2) - Constant US$ (21.0)% — Nominal US$ (21.1)% — Change in hotel RevPAR (3) - Constant US$ (23.3)% — Nominal US$ (23.4)% — Operating profit (loss) margin (4) (1.0)% 15.5% All Owned Hotel Pro Forma EBITDA margin (4) 16.9% 30.4% Food and beverage profit margin (4) 25.8% 34.2% All Owned Hotel Pro Forma food and beverage profit margin (4) 25.8% 34.4% Net income (loss) $(3) $189 Depreciation and amortization 164 170 Interest expense 37 43 Provision (benefit) for income taxes (37) 2 Gain on sale of property and corporate level income/expense 17 11 Pro forma adjustments (5) — (15) All Owned Hotel Pro Forma EBITDA $178 $400
Property Level Data (unaudited, in millions, except hotel statistics) All Owned Hotel Pro Forma Results (1) (continued) See the Notes to Supplemental Financial Information for a discussion of non-GAAP measures and the calculation of all owned hotel pro forma results, including the limitations on their use. Total Revenue per Available Room (“Total RevPAR”) is a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period. It includes ancillary revenues not included within RevPAR. RevPAR is the product of the average daily room rate charged and the average daily occupancy achieved. Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the condensed consolidated statements of operations. Hotel margins are calculated using amounts presented in the above tables. Pro forma adjustments represent the following items: (i) the elimination of results of operations of our sold hotels, which operations are included in our condensed consolidated statements of operations as continuing operations and (ii) the addition of results for periods prior to our ownership for hotels acquired during the presented periods. For this presentation, we no longer adjust for certain items such as gains on insurance settlements, the results of our leased office buildings and other non-hotel revenue and expense items, and they are included in the All Owned Hotel Pro Forma results. Host Hotels & Resorts Quarter ended March 31, 2020 Quarter ended March 31, 2019 Adjustments Adjustments GAAP Results Depreciation and corporate level items All Owned Hotel Pro Forma Results(5) GAAP Results Pro forma adjustments (5) Depreciation and corporate level items All Owned Hotel Pro Forma Results(5) Revenues Room $626 $— $626 $857 $(49) $— $808 Food and beverage 330 — 330 433 (20) — 413 Other 96 — 96 100 (7) — 93 Total revenues 1,052 — 1,052 1,390 (76) — 1,314 Expenses Room 187 — 187 217 (14) — 203 Food and beverage 245 — 245 285 (14) — 271 Other 442 — 442 473 (33) — 440 Depreciation and amortization 164 (164) — 170 — (170) — Corporate and other expenses 25 (25) — 29 — (29) — Total expenses 1,063 (189) 874 1,174 (61) (199) 914 Operating Profit (Loss) – All Owned Hotel Pro Forma EBITDA $(11) $189 $178 $216 $(15) $199 $400 ___________
Property Level Data (unaudited, in millions, except hotel statistics and per room basis) Hotel Results by Location in Nominal US$ _________ Certain items from our statement of operations are not allocated to individual properties, including interest on our senior notes, corporate and other expenses, and the provision for income taxes. These items are reflected below in “gain on sale of property and corporate level income/expense”. Refer to the table below for reconciliation of net income to EBITDA by location. Other property level includes certain ancillary revenues and related expenses, as well as non-income taxes on TRS leases. CBD refers to the central business district. Host Hotels & Resorts Quarter ended March 31, 2020 Location No. of Properties No. of Rooms Average Room Rate Average Occupancy Percentage RevPAR Total Revenues Total Revenues per Available Room Hotel Net Income (Loss) Hotel EBITDA (1) Maui/Oahu 4 1,983 $469.81 74.5% $350.05 $92.7 $513.46 $17.2 $28.8 Miami 3 1,276 443.30 70.9 314.11 59.8 498.35 17.0 22.7 Florida Gulf Coast 5 1,841 430.81 70.8 305.01 103.7 619.05 32.7 42.0 Phoenix 3 1,654 369.52 67.1 248.11 83.2 552.93 19.4 32.0 Jacksonville 1 446 363.41 57.0 207.28 18.9 466.16 1.1 3.2 San Francisco/San Jose 7 4,528 295.37 59.3 175.08 104.8 254.37 0.8 19.7 San Diego 3 3,288 244.32 61.2 149.44 87.1 291.18 2.0 19.8 Los Angeles 4 1,726 217.17 68.7 149.12 34.8 221.85 (5.6) (0.8) New Orleans 1 1,333 202.36 65.3 132.09 24.0 197.80 4.5 7.2 Washington, D.C. (CBD) (3) 5 3,238 230.32 54.0 124.28 54.1 183.71 (6.4) 3.3 New York 3 4,261 220.61 56.1 123.75 76.4 197.15 (39.5) (26.6) Orlando 1 2,004 215.31 57.1 123.02 52.6 288.47 9.1 15.9 Atlanta 4 1,682 192.55 63.1 121.49 30.0 196.11 2.9 8.3 Orange County 2 925 197.46 58.4 115.30 17.0 202.33 0.7 3.1 Philadelphia 2 810 173.70 62.8 109.04 13.3 180.62 (2.6) 0.4 Northern Virginia 3 1,252 206.66 52.7 108.90 20.6 180.68 (1.5) 1.7 Houston 4 1,716 175.23 61.3 107.38 25.4 162.63 (0.9) 4.0 Seattle 2 1,315 193.42 54.0 104.51 17.9 149.34 (5.5) (1.5) Boston 3 2,715 177.13 53.0 93.85 35.1 141.90 (12.6) (6.2) Denver 3 1,340 161.52 50.1 80.92 15.3 125.09 (2.0) 2.0 San Antonio 2 1,512 186.32 43.0 80.16 16.8 122.14 (3.1) 0.2 Chicago 4 1,816 142.48 47.5 67.69 15.8 95.61 (11.3) (5.8) Other 6 2,509 166.44 57.3 95.36 30.7 134.38 (0.7) 3.7 Other property level (2) 7.2 (0.2) (0.2) Domestic 75 45,170 253.53 59.1 149.75 1,037.2 250.37 15.5 176.9 International 5 1,499 138.21 53.3 73.70 14.6 106.43 (1.0) 1.3 All Locations - Nominal US$ 80 46,669 $250.18 58.9% $147.31 $1,051.8 $245.75 $14.5 $178.2 Gain on sale of property and corporate level income/expense (1) — (17.5) (16.8) Total 80 46,669 — — — $1,051.8 — $(3.0) $161.4
Property Level Data (unaudited, in millions, except hotel statistics) Hotel Results by Location in Nominal US$ Reconciliation of Hotel Net Income (Loss) to Hotel EBITDA Host Hotels & Resorts Quarter ended March 31, 2020 Location No. of Properties No. of Rooms Hotel Net Income (Loss) Plus: Depreciation Plus: Interest Expense Plus: Income Tax Equals: Hotel EBITDA Maui/Oahu 4 1,983 $17.2 $11.6 $ — $— $28.8 Miami 3 1,276 17.0 5.7 — — 22.7 Florida Gulf Coast 5 1,841 32.7 9.3 — — 42.0 Phoenix 3 1,654 19.4 12.6 — — 32.0 Jacksonville 1 446 1.1 2.1 — — 3.2 San Francisco/San Jose 7 4,528 0.8 18.9 — — 19.7 San Diego 3 3,288 2.0 17.8 — — 19.8 Los Angeles 4 1,726 (5.6) 4.8 — — (0.8) New Orleans 1 1,333 4.5 2.7 — — 7.2 Washington, D.C. (CBD) 5 3,238 (6.4) 9.7 — — 3.3 New York 3 4,261 (39.5) 12.9 — — (26.6) Orlando 1 2,004 9.1 6.8 — — 15.9 Atlanta 4 1,682 2.9 5.4 — — 8.3 Orange County 2 925 0.7 2.4 — — 3.1 Philadelphia 2 810 (2.6) 3.0 — — 0.4 Northern Virginia 3 1,252 (1.5) 3.2 — — 1.7 Houston 4 1,716 (0.9) 4.9 — — 4.0 Seattle 2 1,315 (5.5) 4.0 — — (1.5) Boston 3 2,715 (12.6) 6.4 — — (6.2) Denver 3 1,340 (2.0) 4.0 — — 2.0 San Antonio 2 1,512 (3.1) 3.3 — — 0.2 Chicago 4 1,816 (11.3) 5.5 — — (5.8) Other 6 2,509 (0.7) 4.4 — — 3.7 Other property level (0.2) — — — (0.2) Domestic 75 45,170 15.5 161.4 — — 176.9 International 5 1,499 (1.0) 2.3 — — 1.3 All Locations - Nominal US$ 80 46,669 $14.5 $163.7 $— $— $178.2 Gain on sale of property and corporate level income/expense (17.5) 0.7 37.1 (37.1) (16.8) Total 80 46,669 $(3.0) $164.4 $37.1 $(37.1) $161.4
Property Level Data (unaudited, in millions, except hotel statistics and per room basis) Hotel Results by Location in Nominal US$ _________ Certain items from our statement of operations are not allocated to individual properties, including interest on our senior notes, corporate and other expenses, and the provision for income taxes. These items are reflected below in “gain on sale of property and corporate level income/expense”. Refer to the table below for reconciliation of net income to EBITDA by location. Other property level includes certain ancillary revenues and related expenses, as well as non-income taxes on TRS leases. Pro forma adjustments represent the following items: (i) the results of operations of our sold hotels, which operations are included in our condensed consolidated statements of operations as continuing operations and (ii) the results for periods prior to our ownership for hotels acquired during the presented periods. Host Hotels & Resorts Quarter ended March 31, 2019 Location No. of Properties No. of Rooms Average Room Rate Average Occupancy Percentage RevPAR Total Revenues Total Revenues per Available Room Hotel Net Income Hotel EBITDA (1) Maui/Oahu 4 1,983 $437.66 89.0% $389.36 $104.3 $584.39 $26.9 $38.3 Miami 3 1,276 408.86 85.9 351.13 62.1 522.30 14.8 27.3 Florida Gulf Coast 5 1,841 439.30 83.1 364.98 116.7 702.94 41.3 50.3 Phoenix 3 1,654 373.48 82.7 308.80 95.9 644.54 35.6 42.3 Jacksonville 1 446 367.78 78.6 289.04 27.7 690.11 7.4 9.7 San Francisco/San Jose 7 4,528 305.80 77.3 236.51 134.6 330.84 33.7 49.1 San Diego 3 3,288 252.91 76.9 194.59 103.4 349.55 19.6 35.1 Los Angeles 4 1,726 223.86 86.5 193.59 44.9 289.21 4.3 9.5 New Orleans 1 1,333 209.79 81.6 171.18 30.0 249.87 8.5 11.3 Washington, D.C. (CBD) 5 3,238 247.89 73.3 181.79 75.1 257.64 9.3 19.3 New York 3 4,261 236.38 72.0 170.27 102.6 267.69 (20.3) (4.6) Orlando 1 2,004 208.20 79.0 164.41 69.5 385.22 20.4 26.0 Atlanta 4 1,682 227.57 76.7 174.60 41.3 272.88 12.9 16.1 Orange County 2 925 201.08 79.0 158.85 22.4 269.03 6.5 6.7 Philadelphia 2 810 190.16 78.1 148.48 17.7 242.24 — 3.3 Northern Virginia 3 1,252 210.16 65.7 138.09 27.0 239.65 4.2 6.7 Houston 4 1,716 182.60 75.8 138.36 31.0 201.04 4.3 9.2 Seattle 2 1,315 194.12 77.4 150.15 24.1 203.91 (0.5) 3.6 Boston 3 2,715 190.33 69.4 132.03 48.0 196.44 (2.5) 5.9 Denver 3 1,340 161.82 64.7 104.75 19.1 158.27 0.6 4.9 San Antonio 2 1,512 196.01 77.4 151.75 31.3 229.98 6.4 9.1 Chicago 4 1,816 148.27 60.4 89.50 20.9 128.94 (8.4) (1.3) Other 6 2,509 168.26 73.1 122.94 39.5 175.07 10.9 10.0 Other property level (2) — — — — — 6.1 — 8.2 8.2 Domestic 75 45,170 256.56 76.2 195.38 1,295.2 316.95 244.1 396.0 International 5 1,499 143.88 67.6 97.32 19.0 140.81 1.4 4.1 All Locations - Nominal US$ 80 46,669 $253.34 75.9% $192.23 $1,314.2 $311.30 $245.5 $400.1 Pro forma adjustments (3) 75.8 — 14.5 Gain on sale of property and corporate level income/expense (1) — (56.5) (10.5) Total 80 46,669 — — — $1,390.0 — $189.0 $404.1
Property Level Data (unaudited, in millions, except hotel statistics) Hotel Results by Location in Nominal US$ Reconciliation of Hotel Net Income to Hotel EBITDA Host Hotels & Resorts Quarter ended March 31, 2019 Location No. of Properties No. of Rooms Hotel Net Income Plus: Depreciation Plus: Interest Expense Plus: Income Tax Pro forma adjustments (1) Equals: Hotel EBITDA Maui/Oahu 4 1,983 $26.9 $11.4 $— $— $ — $38.3 Miami 3 1,276 14.8 4.0 — — 8.5 27.3 Florida Gulf Coast 5 1,841 41.3 9.0 — — — 50.3 Phoenix 3 1,654 35.6 13.4 — — (6.7) 42.3 Jacksonville 1 446 7.4 2.3 — — — 9.7 San Francisco/San Jose 7 4,528 33.7 15.4 — — — 49.1 San Diego 3 3,288 19.6 20.6 — — (5.1) 35.1 Los Angeles 4 1,726 4.3 5.2 — — — 9.5 New Orleans 1 1,333 8.5 2.8 — — — 11.3 Washington, D.C. (CBD) 5 3,238 9.3 10.0 — — — 19.3 New York 3 4,261 (20.3) 12.7 — — 3.0 (4.6) Orlando 1 2,004 20.4 5.6 — — — 26.0 Atlanta 4 1,682 12.9 5.2 — — (2.0) 16.1 Orange County 2 925 6.5 3.1 — — (2.9) 6.7 Philadelphia 2 810 — 3.3 — — — 3.3 Northern Virginia 3 1,252 4.2 4.4 — — (1.9) 6.7 Houston 4 1,716 4.3 4.9 — — — 9.2 Seattle 2 1,315 (0.5) 4.1 — — — 3.6 Boston 3 2,715 (2.5) 9.0 — — (0.6) 5.9 Denver 3 1,340 0.6 4.3 — — — 4.9 San Antonio 2 1,512 6.4 2.7 — — — 9.1 Chicago 4 1,816 (8.4) 7.2 — — (0.1) (1.3) Other 6 2,509 10.9 5.8 — — (6.7) 10.0 Other property level — — 8.2 — — — — 8.2 Domestic 75 45,170 244.1 166.4 — — (14.5) 396.0 International 5 1,499 1.4 2.7 — — — 4.1 All Locations - Nominal US$ 80 46,669 $245.5 $169.1 $— $— $(14.5) $400.1 Pro forma adjustments — — — — 14.5 14.5 Gain on sale of property and corporate level income/expense (56.5) 1.2 43.3 1.5 — (10.5) Total 80 46,669 $189.0 $170.3 $43.3 $1.5 $— $404.1 _________ Pro forma adjustments represent the following items: (i) the results of operations of our sold hotels, which operations are included in our condensed consolidated statements of operations as continuing operations and (ii) the results for periods prior to our ownership for hotels acquired during the presented periods.
Property Level Data (unaudited, in millions, except hotel statistics and per room basis) Top 40 Domestic Hotels by Total RevPAR For the Year ended December 31, 2019 Host Hotels & Resorts __________ *Represents 72% of our EBITDAre. Certain items from our statement of operations are not allocated to individual properties, including interest on our senior notes, corporate and other expenses, and the provision for income taxes. These items are reflected below in “gain on sale of property, sold property operations and corporate level income/expense”. Refer to the table below for a reconciliation of net income (loss) to Hotel EBITDA. The total represents Host Hotel’s EBITDAre, as defined in the Notes to Supplemental Financial Information. The Hotel EBITDA results for the 1 Hotel South Beach acquired in February 2019 are included on a pro forma basis, which includes operating results assuming the hotel was owned as of January 1, 2019 and based on actual results obtained from the manager for periods prior to our ownership. For this hotel, since the operations include periods prior to our ownership, the results may not necessarily correspond to our actual results. Year ended December 31, 2019 Hotel Location No. of Rooms Average Room Rate Average Occupancy Percentage RevPAR Total Revenues Total Revenues per Available Room Hotel Net Income (Loss) Hotel EBITDA (1) 1 The Ritz-Carlton, Naples Florida Gulf Coast 450 $595.81 68.0% $405.06 $138.3 $841.74 $32.3 $46.5 2 Andaz Maui at Wailea Resort Maui/Oahu 301 600.56 87.5 525.47 91.2 829.82 16.7 25.9 3 1 Hotel South Beach(2) Miami 433 615.15 79.5 488.90 143.1 820.25 25.3 48.7 4 Fairmont Kea Lani, Maui Maui/Oahu 450 600.11 87.2 523.41 123.9 754.28 27.5 43.2 5 The Phoenician, A Luxury Collection Resort Phoenix 645 375.68 74.6 280.36 153.4 651.46 18.4 49.9 6 The Ritz-Carlton, Amelia Island Jacksonville 446 372.94 73.5 274.07 99.9 613.80 25.0 34.1 7 Hyatt Regency Maui Resort and Spa Maui/Oahu 806 355.40 86.5 307.40 154.3 524.41 40.2 54.7 8 The Ritz-Carlton, Marina del Rey Los Angeles 304 361.17 84.4 304.93 54.4 490.66 8.3 12.8 9 The Don CeSar Florida Gulf Coast 347 294.26 74.3 218.60 57.5 453.69 11.4 19.1 10 New York Marriott Marquis New York 1,966 320.22 87.1 278.88 318.4 443.69 37.6 63.2 11 The Westin Kierland Resort & Spa Phoenix 732 254.93 68.0 173.35 111.6 417.63 22.9 34.1 12 W Hollywood Los Angeles 305 291.84 83.3 243.05 45.1 404.94 1.6 9.4 13 The Ritz-Carlton Golf Resort, Naples Florida Gulf Coast 295 341.76 62.7 214.34 43.0 399.62 7.9 12.2 14 The Logan Philadelphia 391 253.44 80.4 203.74 54.7 383.34 8.6 18.3 15 Marriott Marquis San Diego Marina San Diego 1,360 256.88 81.1 208.36 189.9 382.50 33.1 65.9 16 San Francisco Marriott Marquis San Francisco/San Jose 1,500 305.19 83.3 254.25 204.8 374.01 37.8 63.6 17 Grand Hyatt San Francisco San Francisco/San Jose 668 323.37 87.5 283.01 88.4 362.64 10.0 22.3 18 Hyatt Regency Coconut Point Resort and Spa Florida Gulf Coast 454 235.61 71.8 169.16 59.9 361.77 9.7 16.8 19 The Ritz-Carlton, Tysons Corner Northern Virginia 398 264.32 75.7 199.98 51.6 354.98 4.4 11.3 20 Manchester Grand Hyatt San Diego San Diego 1,628 244.17 77.7 189.63 207.9 349.89 41.0 70.2 21 JW Marriott Washington, DC Washington, D.C. (CBD) 777 273.85 83.1 227.66 90.3 318.46 19.8 28.2 22 Coronado Island Marriott Resort & Spa San Diego 300 242.75 81.0 196.68 34.9 318.28 2.9 9.6 23 Grand Hyatt Washington Washington, D.C. (CBD) 897 241.75 83.8 202.53 103.8 317.13 16.7 32.4 24 Marina del Rey Marriott Los Angeles 370 249.52 88.5 220.92 41.9 310.52 9.9 12.6 25 San Francisco Marriott Fisherman's Wharf San Francisco/San Jose 285 285.26 93.1 265.51 32.2 309.45 5.4 8.8 26 Boston Marriott Copley Place Boston 1,144 245.67 87.4 214.79 128.2 307.13 25.9 36.8 27 Orlando World Center Marriott Orlando 2,004 184.12 67.9 125.02 221.4 302.71 48.1 71.2 28 Axiom Hotel San Francisco/San Jose 152 263.01 86.8 228.31 16.6 299.53 4.2 8.5 29 Sheraton New York Times Square Hotel New York 1,780 252.54 85.2 215.19 193.2 297.32 (0.1) 18.9 30 Newport Beach Marriott Hotel & Spa Orange County 532 203.11 78.9 160.30 54.6 281.10 15.7 19.7 31 The Westin Chicago River North Chicago 445 252.40 77.2 194.98 43.2 274.75 3.8 9.8 32 Hyatt Regency San Francisco Airport San Francisco/San Jose 789 206.79 89.9 185.94 77.7 269.66 10.4 24.0 33 Washington Marriott at Metro Center Washington, D.C. (CBD) 459 232.44 84.3 196.00 44.2 263.91 10.1 12.6 34 The St. Regis Houston Houston 232 282.43 60.1 169.83 22.2 262.70 1.0 3.1 35 Hyatt Regency Washington on Capitol Hill Washington, D.C. (CBD) 838 231.27 76.9 177.82 79.7 260.49 10.8 20.6 36 New York Marriott Downtown New York 513 268.99 75.0 201.65 47.9 256.03 4.6 10.4 37 Grand Hyatt Atlanta in Buckhead Atlanta 439 178.60 85.8 153.24 40.7 254.13 8.7 13.5 38 The Westin Seattle Seattle 891 217.11 82.1 178.31 81.9 251.90 9.6 19.9 39 JW Marriott Atlanta Buckhead Atlanta 371 192.56 79.0 152.18 33.6 248.19 8.2 11.5 40 Swissôtel Chicago Chicago 662 195.30 74.3 145.10 59.8 247.46 9.7 19.2 Total Top 40 27,759 $282.65 80.3% $226.90 $3,839.3 378.51 $645.1 $1,113.5 * Remaining 40 hotels 18,911 185.75 76.2% 141.55 1,388.6 201.23 236.1 408.4 Pro forma adjustment for 1 Hotel South Beach (2) (20.1) - (8.3) Gain on sale of property, sold property operations and corporate level income/ expense(1) 260.9 50.8 24.6 Total 46,670 — — — $5,468.7 — $932.0 $1,538.2
Property Level Data (unaudited, in millions, except hotel statistics) Top 40 Domestic Hotels by Total RevPAR Reconciliation of Hotel Net Income (Loss) to Hotel EBITDA and EBITDAre Host Hotels & Resorts __________ The Hotel EBITDA results for the 1 Hotel South Beach acquired in February 2019 are included on a pro forma basis, which includes operating results assuming the hotel was owned as of January 1, 2019 and based on actual results obtained from the manager for periods prior to our ownership. For this hotel, since the operations include periods prior to our ownership, the results may not necessarily correspond to our actual results. Year ended December 31, 2019 Hotel Location No. of Rooms Hotel Net Income (Loss) Plus: Depreciation Plus: Interest Expense Plus: Income Tax Less: Gain on dispositions Plus: Equity Investment Adjustments Plus: Pro Forma Adjustments (1) Equals: Hotel EBITDA 1 The Ritz-Carlton, Naples Florida Gulf Coast 450 $32.3 $14.2 $- $- $- $- $- $46.5 2 Andaz Maui at Wailea Resort Maui/Oahu 301 16.7 9.2 - - - - - 25.9 3 1 Hotel South Beach(1) Miami 433 25.3 15.1 - - - - 8.3 48.7 4 Fairmont Kea Lani, Maui Maui/Oahu 450 27.5 15.7 - - - - - 43.2 5 The Phoenician, A Luxury Collection Resort Phoenix 645 18.4 31.5 - - - - - 49.9 6 The Ritz-Carlton, Amelia Island Jacksonville 446 25.0 9.1 - - - - - 34.1 7 Hyatt Regency Maui Resort and Spa Maui/Oahu 806 40.2 14.5 - - - - - 54.7 8 The Ritz-Carlton, Marina del Rey Los Angeles 304 8.3 4.5 - - - - - 12.8 9 The Don CeSar Florida Gulf Coast 347 11.4 7.7 - - - - - 19.1 10 New York Marriott Marquis New York 1,966 37.6 25.6 - - - - - 63.2 11 The Westin Kierland Resort & Spa Phoenix 732 22.9 11.2 - - - - - 34.1 12 W Hollywood Los Angeles 305 1.6 7.8 - - - - - 9.4 13 The Ritz-Carlton Golf Resort, Naples Florida Gulf Coast 295 7.9 4.3 - - - - - 12.2 14 The Logan Philadelphia 391 8.6 9.7 - - - - - 18.3 15 Marriott Marquis San Diego Marina San Diego 1,360 33.1 32.8 - - - - - 65.9 16 San Francisco Marriott Marquis San Francisco/San Jose 1,500 37.8 25.8 - - - - - 63.6 17 Grand Hyatt San Francisco San Francisco/San Jose 668 10.0 12.3 - - - - - 22.3 18 Hyatt Regency Coconut Point Resort and Spa Florida Gulf Coast 454 9.7 7.1 - - - - - 16.8 19 The Ritz-Carlton, Tysons Corner Northern Virginia 398 4.4 6.9 - - - - - 11.3 20 Manchester Grand Hyatt San Diego San Diego 1,628 41.0 29.2 - - - - - 70.2 21 JW Marriott Washington, DC Washington, D.C. (CBD) 777 19.8 8.4 - - - - - 28.2 22 Coronado Island Marriott Resort & Spa San Diego 300 2.9 6.7 - - - - - 9.6 23 Grand Hyatt Washington Washington, D.C. (CBD) 897 16.7 15.7 - - - - - 32.4 24 Marina del Rey Marriott Los Angeles 370 9.9 2.7 - - - - - 12.6 25 San Francisco Marriott Fisherman's Wharf San Francisco/San Jose 285 5.4 3.4 - - - - - 8.8 26 Boston Marriott Copley Place Boston 1,144 25.9 10.9 - - - - - 36.8 27 Orlando World Center Marriott Orlando 2,004 48.1 23.1 - - - - - 71.2 28 Axiom Hotel San Francisco/San Jose 152 4.2 4.3 - - - - - 8.5 29 Sheraton New York Times Square Hotel New York 1,780 (0.1) 19.0 - - - - - 18.9 30 Newport Beach Marriott Hotel & Spa Orange County 532 15.7 4.0 - - - - - 19.7 31 The Westin Chicago River North Chicago 445 3.8 6.0 - - - - - 9.8 32 Hyatt Regency San Francisco Airport San Francisco/San Jose 789 10.4 13.6 - - - - - 24.0 33 Washington Marriott at Metro Center Washington, D.C. (CBD) 459 10.1 2.5 - - - - - 12.6 34 The St. Regis Houston Houston 232 1.0 2.1 - - - - - 3.1 35 Hyatt Regency Washington on Capitol Hill Washington, D.C. (CBD) 838 10.8 9.8 - - - - - 20.6 36 New York Marriott Downtown New York 513 4.6 5.8 - - - - - 10.4 37 Grand Hyatt Atlanta in Buckhead Atlanta 439 8.7 4.8 - - - - - 13.5 38 The Westin Seattle Seattle 891 9.6 10.3 - - - - - 19.9 39 JW Marriott Atlanta Buckhead Atlanta 371 8.2 3.3 - - - - - 11.5 40 Swissôtel Chicago Chicago 662 9.7 9.5 - - - - - 19.2 Total Top 40 27,759 $645.1 $460.1 $- $- $- $- $8.3 $1,113.5 Remaining 40 hotels 18,911 236.1 172.3 - - - - - 408.4 Pro forma adjustment for 1 Hotel South Beach acquisition (1) - - - - - - (8.3) (8.3) Gain on sale of property, sold property operations and corporate level income/ expense 50.8 43.7 222.4 29.5 (334.1) 12.3 - 24.6 Total 46,670 $932.0 $676.1 $222.4 $29.5 $(334.1) $12.3 $- $1,538.2
Capitalization Host Hotels & Resorts
Capitalization Comparative Capitalization __________ (1) Each OP Unit is redeemable for cash or, at our option, for 1.021494 common shares of Host Inc. At March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, there were 7.5 million, 7.5 million, 7.6 million, 7.6 million and 7.6 million in common OP Units, respectively, held by non-controlling interests. (2) Share prices are the closing price as reported by the New York Stock Exchange. Market value of common equity is calculated as the number of common shares outstanding including assumption of conversion of OP units multiplied the closing share price on that day. The dividend declared for the quarter ended March 31, 2020 was paid on April 15, 2020 and totaled $141 million. (in millions, except security pricing and per share amounts) Host Hotels & Resorts As of As of As of As of As of March 31, December 31, September 30, June 30, March 31, Shares/Units 2020 2019 2019 2019 2019 Common shares outstanding 704.9 713.4 718.5 730.0 740.9 Common shares outstanding assuming conversion of OP Units (1) 712.5 721.0 726.2 737.8 748.6 Preferred OP Units outstanding .01 .01 .01 .01 .01 Security pricing Common stock at end of quarter (2) $11.04 $18.55 $17.29 $18.22 $18.90 High during quarter 18.23 18.86 18.46 19.88 20.14 Low during quarter 9.31 16.31 15.60 17.80 16.35 Capitalization Market value of common equity (3) $7,866 $13,375 $12,556 $13,443 $14,149 Consolidated debt 5,295 3,794 4,442 3,864 3,862 Less: Cash (2,796) (1,573) (2,030) (1,107) (1,082) Consolidated total capitalization 10,365 15,596 14,968 16,200 16,929 Plus: Share of debt in unconsolidated investments 146 145 146 147 148 Pro rata total capitalization $10,511 $15,741 $15,114 $16,347 $17,077 Quarter ended Quarter ended Quarter ended Quarter ended Quarter ended March 31, December 31, September 30, June 30, March 31, 2020 2019 2019 2019 2019 Dividends declared per common share (4) $0.20 $0.25 $0.20 $0.20 $0.20
Capitalization Consolidated Debt Summary (in millions) ___________ (1) The interest rate shown is the rate of the outstanding credit facility borrowings at March 31, 2020, based on LIBOR plus 90 basis points. Depending on Host L.P.’s unsecured long-term debt rating, interest on revolver borrowings is equal to LIBOR plus a margin ranging from 77.5 to 145 basis points. There were no outstanding credit facility borrowings at December 31, 2019; the amount shown represents deferred financing costs related to the credit facility revolver. (2) In accordance with GAAP, total debt includes the debt of entities that we consolidate, but of which we do not own 100%, and excludes the debt of entities that we do not consolidate, but of which we have a non-controlling ownership interest and record our investment therein under the equity method of accounting. As of March 31, 2020, our share of debt in unconsolidated investments is $146 million and none of our debt is attributable to non-controlling interests. (3) Total debt as of March 31, 2020 and December 31, 2019 includes net discounts and deferred financing costs of $34 million and $35 million, respectively. Host Hotels & Resorts Debt Senior debt Rate Maturity date March 31, 2020 December 31, 2019 Series C 4 3⁄4% 3/2023 448 447 Series D 3 3⁄4% 10/2023 398 398 Series E 4% 6/2025 497 497 Series F 4 1⁄2% 2/2026 397 397 Series G 3 7⁄8% 4/2024 397 397 Series H 3 3⁄8% 12/2029 640 640 2024 Credit facility term loan 2.0% 1/2024 498 498 2025 Credit facility term loan 2.0% 1/2025 499 499 Credit facility revolver (1) 1.8% 1/2024 1,492 (8) 5,266 3,765 Other debt Other debt 5.0% - 8.8% 12/2020 - 02/2024 29 29 Total debt(2)(3) $5,295 $3,794 Percentage of fixed rate debt 53% 74% Weighted average interest rate 3.1% 3.8% Weighted average debt maturity 4.8 years 5.4 years Credit Facility Total capacity $1,500 Available capacity — Assets encumbered by mortgage debt —
Capitalization Consolidated Debt Maturity as of March 31, 2020 The term loan and revolver under our credit facility that are due in 2024 have extension options that would extend maturity of both instruments to 2025, subject to meeting certain conditions, including payment of a fee. Host Hotels & Resorts
Capitalization Ground Lease Summary as of December 31, 2019 __________ Exercise of Host’s option to extend is subject to certain conditions, including the existence of no defaults and subject to any applicable rent escalation or rent re-negotiation provisions. All rental payments have been previously paid and no further rental payments are required for the remainder of the lease term. No renewal term in the event the Lessor determines to discontinue use of building as a hotel. A condition of renewal is that the hotel’s occupancy compares favorably to similar hotels for the preceding three years. Host Hotels & Resorts As of December 31, 2019 Hotel No. of rooms Lessor Institution Type Minimum rent Current expiration Expiration after all potential options (1) 1 Boston Marriott Copley Place 1,144 Public N/A (2) 12/13/2077 12/13/2077 2 Coronado Island Marriott Resort & Spa 300 Public 1,378,850 10/31/2062 10/31/2078 3 Denver Marriott West 305 Private 160,000 12/28/2028 12/28/2058 4 Houston Airport Marriott at George Bush Intercontinental 573 Public 1,560,000 10/31/2053 10/31/2053 5 Houston Marriott Medical Center/Museum District 395 Non-Profit 160,000 12/28/2029 12/28/2059 6 Manchester Grand Hyatt San Diego 1,628 Public 6,600,000 5/31/2067 5/31/2083 7 Marina del Rey Marriott 370 Public 1,991,076 3/31/2043 3/31/2043 8 Marriott Downtown at CF Toronto Eaton Centre 461 Non-Profit 384,900 9/20/2082 9/20/2082 9 Marriott Marquis San Diego Marina 1,360 Public 7,650,541 11/30/2061 11/30/2083 10 Newark Liberty International Airport Marriott 591 Public 2,476,119 12/31/2055 12/31/2055 11 Philadelphia Airport Marriott 419 Public 1,230,278 6/29/2045 6/29/2045 12 San Antonio Marriott Rivercenter 1,000 Private 700,000 12/31/2033 12/31/2063 13 San Francisco Marriott Marquis 1,500 Public 1,500,000 8/25/2046 8/25/2076 14 San Ramon Marriott 368 Private 482,144 5/29/2034 5/29/2064 15 Santa Clara Marriott 766 Private 90,932 11/30/2028 11/30/2058 16 Tampa Airport Marriott 298 Public 1,463,770 12/31/2033 12/31/2033 17 The Ritz-Carlton, Marina del Rey 304 Public 1,453,104 7/29/2067 7/29/2067 18 The Ritz-Carlton, Tysons Corner 398 Private 993,900 6/30/2112 6/30/2112 19 The Westin Cincinnati 456 Public 100,000 6/30/2045 6/30/2075 (3) 20 The Westin Los Angeles Airport 747 Private 1,225,050 1/31/2054 1/31/2074 (4) 21 The Westin South Coast Plaza, Costa Mesa 393 Private 178,160 9/30/2025 9/30/2025 22 W Hollywood 305 Public 366,579 3/28/2106 3/28/2106 Weighted average remaining lease term (assuming all extension options) 54 years Percentage of leases (based on room count) with Public/Private/Non-Profit lessors 66%/28%/6%
Capitalization 2019 Property Dispositions Host Hotels & Resorts _________ The table includes 14 properties that have sold as of December 31, 2019. The cap rate is calculated as the ratio between the trailing twelve month net operating income (NOI) and the sales price plus avoided capital expenditures. Avoided capital expenditures represents $202 million of estimated capital expenditure spend requirements for the properties in excess of escrow funding over the next 10 years, discounted at 8%. The EBITDA multiple is calculated as the ratio between the sales price plus avoided capital expenditures over the trailing twelve-month Hotel EBITDA. Avoided capital expenditures represents $439 million of estimated capital expenditure spend requirements for the properties including escrow funding over the next 10 years, discounted at 8%. Cap rates and multiples are based on the trailing twelve months from the disposition date of the hotel. Net income cap rate is calculated as the ratio between the trailing twelve month net income and the sales price. Net income multiple is calculated as the ratio between the sales price over the trailing twelve month Hotel net income. The following presents a reconciliation between the GAAP and non-GAAP measures. There was no interest expense or income tax related to these hotels for the periods presented. Net income and Hotel EBITDA recorded in 2019 for completed sales totaled approximately $44 million and $64 million, respectively. Sales Price (in millions)(1) Net income Cap Rate(4) Cap Rate(2)(4) Net income multiple(4) EBITDA multiple(3)(4) 2019 completed sales $1,281 4.6% 6.3% 21.6x 14.1x Trailing Twelve Months from Disposition Date (in millions) Total Revenues RevPAR Total RevPAR Hotel Net Income (Loss) (5) Plus: Depreciation Equals: Hotel EBITDA(5) Renewal & Replacement funding Hotel Net Operating Income 2019 completed sales $465.6 $152.91 $215.69 $59.4 $53.9 $113.3 $(22.9) $90.4
COVID-19 Data Host Hotels & Resorts
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Credit Facility and Senior Notes Financial Performance Tests Host Hotels & Resorts At March 31, 2020(1) Credit Facility Financial Performance Tests Permitted GAAP ratio Covenant Ratio Leverage Ratio Maximum 7.25x 7.2x 2.0x Unsecured Interest Coverage Ratio Minimum 1.75x(2) 3.4x 6.8x Consolidated Fixed Charge Coverage Ratio Minimum 1.25x 3.4x 4.6x At March 31, 2020(3) Bond Compliance Financial Performance Tests Permitted GAAP ratio Covenant Ratio Indebtedness Test Maximum 65% 39% 25% Secured Indebtedness Test Maximum 40% 0% 0% EBITDA-to-interest Coverage ratio Minimum 1.5x 3.4x 6.6x Ratio of Unencumbered Assets to Unsecured Indebtedness Minimum 150% 254% 404% The following tables present the financial performance tests for our credit facility and senior notes (Series D, E, F, G and H) issued after attaining investment grade status: ________ Covenant ratios are calculated using Host’s credit facility definitions. The GAAP ratio is not relevant for the purpose of the financial covenants. See the following pages for a reconciliation of the equivalent GAAP measure. If the leverage ratio is greater than 7.0x then the unsecured interest coverage ratio minimum becomes 1.50x. Covenant ratios are calculated using Host’s senior notes indenture definitions. The GAAP ratio is not relevant for the purpose of the financial covenants. See the following pages for a reconciliation of the equivalent GAAP measure.
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Leverage Ratio to Credit Facility Leverage Ratio The following table presents the calculation of our leverage ratio as used in the financial covenants of the credit facility: (1) The following presents the reconciliation of debt to net debt per our credit facility definition: (2) The following presents the reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted EBITDA per our credit facility definition in determining leverage ratio: Host Hotels & Resorts The following tables present the calculation of our leverage ratio using GAAP measures and used in the financial covenants of the credit facility: GAAP Leverage Ratio Trailing twelve months March 31, 2020 Debt $5,295 Net income 740 GAAP Leverage Ratio 7.2x Leverage Ratio per Credit Facility Trailing twelve months March 31, 2020 Net debt (1) $2,599 Adjusted Credit Facility EBITDA (2) 1,276 Leverage Ratio 2.0x March 31, 2020 Debt $5,295 Less: Unrestricted cash over $100 million (2,696) Net debt per credit facility definition $2,599 Trailing twelve months March 31, 2020 Net income $740 Interest expense 216 Depreciation and amortization 656 Income taxes (9) EBITDA 1,603 Gain on dispositions (331) Non-cash impairment expense 14 Equity in earnings of affiliates (13) Pro rata EBITDAre of equity investments 23 EBITDAre 1,296 Gain on property insurance settlement (4) Adjusted EBITDAre 1,292 Pro forma EBITDA - Dispositions (41) Restricted stock expense and other non-cash items 38 Non-cash partnership adjustments (13) Adjusted Credit Facility EBITDA $1,276
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Unsecured Interest Coverage Ratio The following tables present the calculation of our unsecured interest coverage ratio using GAAP measures and as used in the financial covenants of the credit facility: (2) The following reconciles GAAP interest expense to interest expense per our credit facility definition: Host Hotels & Resorts GAAP Interest Coverage Ratio Trailing twelve months March 31, 2020 Net income $740 Interest expense 216 GAAP Interest Coverage Ratio 3.4x Unsecured Interest Coverage per Credit Facility Ratio Trailing twelve months March 31, 2020 Unencumbered Consolidated EBITDA per credit facility definition(1) $1,309 Adjusted Credit Facility Interest expense (2) 193 Unsecured Interest Coverage Ratio 6.8x ________ (1) The following reconciles Adjusted Credit Facility EBITDA to Unencumbered Consolidated EBITDA per our credit facility definition. See Reconciliation of GAAP Leverage Ratio to Credit Facility Leverage Ratio for calculation and reconciliation of net income to Adjusted Credit Facility EBITDA: Trailing twelve months March 31, 2020 Adjusted Credit Facility EBITDA $1,276 Corporate overhead 62 Interest income (29) Unencumbered Consolidated EBITDA per credit facility definition $1,309 Trailing twelve months March 31, 2020 GAAP Interest expense $216 Debt extinguishment costs (56) Deferred financing cost amortization (5) Capitalized interest 5 Pro forma interest adjustments 33 Adjusted Credit Facility interest expense $193
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Fixed Charge Coverage Ratio The following tables present the calculation of our GAAP Interest coverage ratio and our fixed charge coverage ratio as used in the financial covenants of the credit facility: (2) The following table calculates the fixed charges per our credit facility definition. See Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Unsecured Interest Coverage Ratio for reconciliation of GAAP interest expense to adjusted interest expense per our credit facility definition. Host Hotels & Resorts GAAP Interest Coverage Ratio Trailing twelve months March 31, 2020 Net income $740 Interest expense 216 GAAP Interest Coverage Ratio 3.4x Credit Facility Fixed Charge Coverage Ratio Trailing twelve months March 31, 2020 Credit Facility Fixed Charge Coverage Ratio EBITDA (1) $1,027 Fixed Charges (2) 221 Credit Facility Fixed Charge Coverage Ratio 4.6x ________ (1) The following reconciles Adjusted Credit Facility EBITDA to Credit Facility Fixed Charge Coverage Ratio EBITDA. See Reconciliation of GAAP Leverage Ratio to Credit Facility Leverage Ratio for calculation and reconciliation of Adjusted Credit Facility EBITDA. Trailing twelve months March 31, 2020 Adjusted Credit Facility EBITDA $1,276 Less: 5% of Hotel Property Gross Revenue (249) Credit Facility Fixed Charge Coverage Ratio EBITDA $1,027 Trailing twelve months March 31, 2020 Adjusted Credit Facility interest expense 193 Cash taxes on ordinary income 28 Fixed Charges $221
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Indebtedness Test to Senior Notes Indenture Indebtedness Test The following tables present the calculation of our total indebtedness to total assets using GAAP measures and as used in the financial covenants of our senior notes indenture: (2) The following presents the reconciliation of total assets to adjusted total assets per the financial covenants of our senior notes indenture definition: Host Hotels & Resorts GAAP Total Indebtedness to Total Assets March 31, 2020 Debt $5,295 Total assets 13,446 GAAP Total Indebtedness to Total Assets 39% Total Indebtedness to Total Assets per Senior Notes Indenture March 31, 2020 Adjusted Indebtedness (1) $5,321 Adjusted Total Assets (2) 21,515 Adjusted Indebtedness to Total Assets 25% ________ (1) The following reconciles our GAAP total indebtedness to our total indebtedness per our senior notes indenture: March 31, 2020 Total Assets $13,446 Add: Accumulated Depreciation 8,473 Add: Prior Impairment of Assets Held 217 Less: Intangibles (23) Less: Right-of-use assets (598) Adjusted Total Assets per Senior Notes Indenture $21,515 March 31, 2020 Debt $5,295 Add: Deferred Financing Costs 26 Adjusted Indebtedness per Senior Notes Indenture $5,321
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Secured Indebtedness Test to Senior Notes Indenture Secured Indebtedness Test The following table presents the calculation of our secured indebtedness using GAAP measures and as used in the financial covenants of our senior notes indenture: (2) See Reconciliation of GAAP Indebtedness Test to Senior Notes Indenture Indebtedness Test for reconciliation of GAAP Total Assets to Adjusted Total Assets per our senior notes indenture. Host Hotels & Resorts GAAP Secured Indebtedness March 31, 2020 Mortgage and Other Secured Debt $5 Total assets 13,446 GAAP Secured Indebtedness to Total Assets 0.0% Secured Indebtedness per Senior Notes Indenture March 31, 2020 Secured Indebtedness (1) $5 Adjusted Total Assets (2) 21,515 Secured Indebtedness to Total Assets 0.0% ________ (1) The following presents the reconciliation of mortgage debt to secured indebtedness per the financial covenants of our senior notes indenture definition: March 31, 2020 Mortgage and Other Secured Debt $5 Secured Indebtedness $5
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) Reconciliation of GAAP Interest Coverage Ratio to Senior Notes Indenture EBITDA-to-Interest Coverage Ratio __________ (1) See Reconciliation of GAAP Leverage Ratio to Credit Facility Leverage Ratio for the calculation of Adjusted Credit Facility EBITDA and reconciliation to net income. (2)See Reconciliation of GAAP Interest Coverage Ratio to Credit Facility Unsecured Interest Coverage Ratio for reconciliation of GAAP interest expense to adjusted interest expense per our credit facility definition. This same measure is used for our senior notes. Host Hotels & Resorts EBITDA to Interest Coverage Ratio Trailing twelve months March 31, 2020 Adjusted Credit Facility EBITDA (1) $1,276 Non-controlling interest adjustment 2 Adjusted Senior Notes EBITDA $1,278 Adjusted Credit Facility interest expense (2) 193 EBITDA-to-Interest Coverage Ratio 6.6x The following tables present the calculation of our interest coverage ratio using our GAAP measures and as used in the financial covenants of the senior notes indenture: GAAP Interest Coverage Ratio Trailing twelve months March 31, 2020 Net income $740 Interest expense 216 GAAP Interest Coverage Ratio 3.4x
COVID-19 Data – Financial Covenants (unaudited, in millions, except ratios) The following tables present the calculation of our total assets to total debt using GAAP measures and unencumbered assets to unsecured debt as used in the financial covenants of our senior notes indenture: (2) The following presents the reconciliation of total debt to unsecured debt per the financial covenants of our senior notes indenture definition: Host Hotels & Resorts GAAP Assets / Debt March 31, 2020 Total Assets $13,446 Total Debt 5,295 GAAP Total Assets / Total Debt 254% Unencumbered Assets / Unsecured Debt per Senior Notes Indenture March 31, 2020 Unencumbered Assets (1) $21,454 Unsecured Debt (2) 5,316 Unencumbered Assets / Unsecured Debt 404% ________ (1) The following presents the reconciliation of adjusted total assets to unencumbered assets per the financial covenants of our senior notes indenture definition: March 31, 2020 Total Debt $5,295 Deferred Financing Costs 26 Less: Secured Indebtedness (b) (5) Unsecured Debt $5,316 March 31, 2020 Adjusted Total Assets (a) $21,515 Less: Partnership Adjustments (61) Unencumbered Assets $21,454 (a) See reconciliation of GAAP Indebtedness Test to Senior Notes Indenture Indebtedness Test for reconciliation of GAAP Total Assets to Adjusted Total Assets per our senior notes indenture. (b) See reconciliation of GAAP Secured Indebtedness Test to Senior Notes Indenture Secured Indebtedness Test for the reconciliation of mortgage and other secured debt to senior notes secured indebtedness.. Reconciliation of GAAP Assets to Indebtedness Test to Senior Notes Unencumbered Assets to Unsecured Indebtedness Test
COVID-19 Data – Suspended Operations The following table consists of hotels with suspended operations as of May 6, 2020: Host Hotels & Resorts Hotels with Suspended Operations Location Property # of Rooms 1 Atlanta Grand Hyatt Atlanta in Buckhead 439 2 Atlanta JW Marriott Atlanta Buckhead 371 3 Boston Boston Marriott Copley Place 1,144 4 Boston Sheraton Boston Hotel 1,220 5 Boston The Westin Waltham Boston 351 6 Chicago Chicago Marriott Suites Downers Grove 254 7 Chicago The Westin Chicago River North 445 8 Florida Gulf Coast Hyatt Regency Coconut Point Resort and Spa 454 9 Florida Gulf Coast The Ritz-Carlton Golf Resort, Naples 295 10 Florida Gulf Coast The Ritz-Carlton, Naples 447 11 Houston The St. Regis Houston 232 12 Maui/Oahu Andaz Maui at Wailea Resort 301 13 Maui/Oahu Fairmont Kea Lani, Maui 450 14 Maui/Oahu Hyatt Regency Maui Resort and Spa 806 15 Miami 1 Hotel South Beach, Miami Beach 433 16 Miami Miami Marriott Biscayne Bay 600 17 New Orleans New Orleans Marriott 1,333 18 New York New York Marriott Downtown 515 19 Northern Virginia Westfields Marriott Washington Dulles 336 20 Orange County The Westin South Coast Plaza, Costa Mesa 393 21 Orlando Orlando World Center Marriott 2,004 22 Philadelphia The Logan 391 23 Phoenix The Phoenician, A Luxury Collection Resort 645 24 San Diego Manchester Grand Hyatt San Diego 1,628 25 San Francisco/San Jose Grand Hyatt San Francisco 668 26 San Francisco/San Jose San Francisco Marriott Fisherman's Wharf 285 27 San Francisco/San Jose San Ramon Marriott 368 28 Seattle W Seattle 424 29 Washington, D.C. (CBD) Hyatt Regency Washington on Capitol Hill 838 30 Washington, D.C. (CBD) The Westin Georgetown, Washington D.C. 267 31 Washington, D.C. (CBD) Washington Marriott at Metro Center 459 32 Other Gaithersburg Marriott Washingtonian Center 284 33 Other Minneapolis Marriott City Center 585 34 Other Sheraton Parsippany Hotel 370 35 International ibis Rio de Janeiro Parque Olimpico 256
Notes to Supplemental Financial Information Host Hotels & Resorts
Notes to Supplemental Financial Information All Owned Hotel Operating Statistics and Results To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics and operating results for the periods included in this presentation on a comparable hotel basis (discussed in Comparable Hotel Operating Statistics below). However, due to the COVID-19 pandemic and its effects on operations there is little comparability between periods. For this reason we are temporarily suspending our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting results on a pro forma basis including the following adjustments: (1) operating results are presented for all consolidated properties owned as of March 31, 2020 but do not include the results of operations for properties sold in 2019; and (2) operating results for acquisitions in the current and prior year are reflected for full calendar years, to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. Comparable Hotel Operating Statistics The following discusses our typical presentation of comparable hotels; however, this method is not being used in the current presentation due to the impact of COVID-19: To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in this report on a comparable hotel basis in order to enable our investors to better evaluate our operating performance. We define our comparable hotels as properties: (i) that are owned or leased by us at the end of the reporting periods being compared; and (ii) that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as further defined below) during the reporting periods being compared. The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A large scale capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of the hotel, such as rooms, meeting space, lobby, bars, restaurants and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotel to be removed from the comparable hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation. Historically, we have not included an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results for one full calendar year. For example, we acquired the 1 Hotel South Beach in February 2019 and therefore it was not included in our comparable hotels for 2019. We are, however, making a change to this policy going forward, which is explained below under “2020 Comparable Hotel Definition Change.” Host Hotels & Resorts
Notes to Supplemental Financial Information Host Hotels & Resorts Non-GAAP Financial Measures Included in this supplemental information are certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. They are as follows: (i) FFO and FFO per diluted share (both NAREIT and Adjusted), (ii) EBITDA, (iii) EBITDAre and Adjusted EBITDAre, (iv) NOI, (v) All Owned Hotel Property Level Operating Results, (vi) Credit Facility Financial Performance Tests, and (vii) Senior Notes Financial Performance Tests. The following discussion defines these measures and presents why we believe they are useful supplemental measures of our performance. NAREIT FFO and NAREIT FFO per Diluted Share We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. Effective January 1, 2019, we adopted NAREIT’s definition of FFO included in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and investments and adjustments for consolidated partially-owned entities and unconsolidated affiliates. Adjustments for consolidated partially-owned entities and unconsolidated affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis. We believe that NAREIT FFO per diluted share is a useful supplemental measure of our operating performance and that the presentation of NAREIT FFO per diluted share, when combined with the primary GAAP presentation of earnings per share, provides beneficial information to investors. By excluding the effect of real estate depreciation, amortization, impairment expense and gains and losses from sales of depreciable real estate, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that such measures can facilitate comparisons of operating performance between periods and with other REITs, even though NAREIT FFO per diluted share does not represent an amount that accrues directly to holders of our common stock. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. As noted by NAREIT in its Funds From Operations White Paper – 2018 Restatement, the primary purpose for including FFO as a supplemental measure of operating performance of a REIT is to address the artificial nature of historical cost depreciation and amortization of real estate and real estate-related assets mandated by GAAP. For these reasons, NAREIT adopted the FFO metric in order to promote a uniform industry-wide measure of REIT operating performance. Comparable Hotel Operating Statistics (continued) Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption or commence a large-scale capital project. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after completion of the repair of the property damage or cessation of the business interruption, or the completion of large-scale capital projects, as applicable. 2020 Comparable Hotel Definition Change Effective January 1, 2020, the Company adjusted its definition of comparable hotels to include recent acquisitions on a pro forma basis assuming they have comparable operating environments. Operating results for acquisitions in the current and prior year will be reflected for full calendar years, to include results for periods prior to Company ownership. Management believes this will provide investors a better understanding of underlying growth trends for the Company’s current portfolio. As a result, the 1 Hotel South Beach would be included in the comparable hotel set for the quarter ended March 31, 2020.
Notes to Supplemental Financial Information Non-GAAP Financial Measures (continued) Adjusted FFO per Diluted Share We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share: Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs from the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs. Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company. Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance. In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of the Company’s current operating performance. For example, in 2017, as a result of the reduction of corporate income tax rates from 35% to 21% caused by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a one-time adjustment to reduce the deferred tax assets and increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our on-going operating performance and therefore excluded this item from Adjusted FFO. EBITDA and NOI Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”) is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners that are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and EBITDA multiples (calculated as sales price divided by EBITDA) as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for our compensation programs. Management also uses NOI when calculating capitalization rates (“Cap Rates”) to evaluate acquisitions and dispositions. For a specific hotel, NOI is calculated as the hotel or entity level EBITDA less an estimate for the annual contractual reserve requirements for renewal and replacement expenditures. Cap Rates are calculated as NOI divided by sales price. Management believes using Cap Rates allows for a consistent valuation method in comparing the purchase or sale value of properties. Host Hotels & Resorts
Notes to Supplemental Financial Information Non-GAAP Financial Measures (continued) EBITDAre and Adjusted EBITDAre We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of the Company’s results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates. We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to the measure used to calculate certain credit ratios for our credit facility and senior notes. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre: Property Insurance Gains – We exclude the effect of property insurance gains reflected in our consolidated statements of operations because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets. In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets. Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company. Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance. In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last such adjustment was a 2013 exclusion of a gain from an eminent domain claim. Limitations on the Use of NAREIT FFO per Diluted Share, Adjusted FFO per Diluted Share, EBITDA, EBITDAre, Adjusted EBITDAre and NOI We calculate NAREIT FFO per diluted share in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies that do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. In addition, although FFO per diluted share is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. We also calculate Adjusted FFO per diluted share, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs. EBITDA, EBITDAre, Adjusted EBITDAre, and NOI, as presented, may also not be comparable to measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures, with the exception of NOI), interest expense (for EBITDA, EBITDAre, Adjusted EBITDAre and NOI purposes only) and other items have been and will be made and are not reflected in the EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share, Adjusted FFO per diluted share and NOI presentations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statement of operations and cash flows include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, EBITDAre, Adjusted EBITDAre and NOI should not be considered as a measure of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions. In addition, NAREIT FFO per diluted share and Adjusted FFO per diluted share do not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit. Host Hotels & Resorts
Notes to Supplemental Financial Information Non-GAAP Financial Measures (continued) Similarly, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of our equity investments and NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of non-controlling partners in consolidated partnerships. Our equity investments consist of interests ranging from 11% to 67% in seven domestic and international partnerships that own a total of 10 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities. The non-controlling partners in consolidated partnerships primarily consist of the approximate 1% interest in Host LP held by outside partners, and a 15% interest held by outside partners in a partnership owning one hotel for which we do control the entity and, therefore, consolidate its operations. These pro rata results for NAREIT FFO and Adjusted FFO per diluted share, EBITDAre and Adjusted EBITDAre were calculated as set forth in the definitions above. Readers should be cautioned that the pro rata results presented in these measures for consolidated partnerships (for NAREIT FFO and Adjusted FFO per diluted share) and equity investments may not accurately depict the legal and economic implications of our investments in these entities. Hotel Property Level Operating Results We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a hotel-level pro forma basis as supplemental information for our investors. Our hotel results reflect the operating results of our hotels as discussed in All Owned Hotel Operating Statistics and Results above. We present all owned hotel pro forma EBITDA to help us and our investors evaluate the ongoing operating performance of our properties after removing the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our hotels. All owned hotel pro forma results are presented both by location and for the Company’s properties in the aggregate. We eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values have historically risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient. Because of the elimination of corporate-level costs and expenses, gains or losses on disposition and depreciation and amortization expense, the hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance. While management believes that presentation of all owned hotel results is a measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of these hotels, as these decisions are based on data for individual hotels and are not based on all owned hotel results in the aggregate. For these reasons, we believe that all owned hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management. Host Hotels & Resorts
Notes to Supplemental Financial Information Non-GAAP Financial Measures (continued) Credit Facility – Leverage, Unsecured Interest Coverage and Consolidated Fixed Charge Coverage Ratios Host’s credit facility contains certain financial covenants, including allowable leverage, unsecured interest coverage and fixed charge ratios, which are determined using EBITDA as calculated under the terms of our credit facility (“Adjusted Credit Facility EBITDA”). The leverage ratio is defined as net debt plus preferred equity to Adjusted Credit Facility EBITDA. The unsecured interest coverage ratio is defined as unencumbered Adjusted Credit Facility EBITDA to unsecured consolidated interest expense. The fixed charge coverage ratio is defined as Adjusted Credit Facility EBITDA divided by fixed charges, which include interest expense, required debt amortization payments, cash taxes and preferred stock payments. These calculations are based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they occurred at the beginning of the period. The credit facility also incorporates by reference the ratio of unencumbered assets to unsecured indebtedness test from our senior notes indentures, calculated in the same manner, and the covenant is discussed below with the senior notes covenants. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance. Management believes these financial ratios provide useful information to investors regarding our compliance with the covenants in our credit facility and our ability to access the capital markets, in particular debt financing. Senior Notes Indenture – Indebtedness Test, Secured Indebtedness to Total Assets Test, EBITDA-to-Interest Coverage Ratio and Ratio of Unencumbered Assets to Unsecured Indebtedness Host’s senior notes indentures contains certain financial covenants, including allowable indebtedness, secured indebtedness to total assets, EBITDA-to-interest coverage and unencumbered assets to unsecured indebtedness. The indebtedness test is defined as adjusted indebtedness, which includes total debt adjusted for deferred financing costs, divided by adjusted total assets, which includes undepreciated real estate book values (“Adjusted Total Assets”). The secured indebtedness to total assets is defined as secured indebtedness, which includes mortgage debt and finance leases, divided by Adjusted Total Assets. The EBITDA-to-interest coverage ratio is defined as EBITDA as calculated under our senior notes indenture (“Adjusted Senior Notes EBITDA”) to interest expense as defined by our senior notes indenture. The ratio of unencumbered assets to unsecured indebtedness is defined as unencumbered adjusted assets, which includes Adjusted Total Assets less encumbered assets, divided by unsecured debt, which includes the aggregate principal amount of outstanding unsecured indebtedness plus contingent obligations. The covenants presented in this supplemental information are based on the financial covenants of our senior notes issues after we attained an investment grade rating, however the calculations before and after attaining investment grade status are essentially equivalent with no material differences between the two. Under the terms of the senior notes indentures, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at issuance of a loan to establish its fair value and non-cash interest expense, all of which are included in interest expense on our consolidated statement of operations. As with the credit facility covenants, management believes these financial ratios provide useful information to investors regarding our compliance with the covenants in our senior notes indentures and our ability to access the capital markets, in particular debt financing. Limitations on Credit Facility and Senior Notes Credit Ratios These metrics are useful in evaluating the Company’s compliance with the covenants contained in its credit facility and senior notes indentures. However, because of the various adjustments taken to the ratio components as a result of negotiations with the Company’s lenders and noteholders they should not be considered as an alternative to the same ratios determined in accordance with GAAP. For instance, interest expense as calculated under the credit facility and senior notes indenture excludes the items noted above such as deferred financing charges and amortization of debt premiums or discounts, all of which are included in interest expense on our consolidated statement of operations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of performance. In addition, because the credit facility and indenture ratio components are also based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they occurred at the beginning of the period, they are not reflective of actual performance over the same period calculated in accordance with GAAP. Host Hotels & Resorts