H 8-K
Hyatt Hotels Corp (H)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On August 16, 2024, Hyatt Hotels Corporation (the “Company”) announced that an affiliate of the Company has completed the sale of the 1,641-room Hyatt Regency Orlando and adjacent 45 acres of land to affiliates of RIDA Development Corporation and an Ares Management Real Estate fund (together, the “Purchasers”) for approximately $1.07 billion, while retaining a long-term management agreement under the Hyatt Regency brand (the “Sale Transaction”). In connection with the Sale Transaction, the Company retained $265 million of non-controlling preferred equity and provided an additional $50 million of seller financing for the adjacent 45-acre land parcel. In addition, the Company has entered into a development agreement with Purchasers for a new Grand Hyatt hotel on the 45 acres of land adjacent to Hyatt Regency Orlando which is expected to have approximately 2,500 rooms and be developed in multiple phases. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
As a result of the completion of this Sale Transaction, the Company has exceeded its expanded $2 billion asset-disposition commitment announced in 2021, and the Company has now realized $2.6 billion of gross proceeds, net of acquisitions, at a 13.3x multiple over the three-year period. The Company expects to exceed 80% asset-light earnings mix in 2025.
2024 Updated Outlook
As a result of the Sale Transaction, the Company is providing the following updated outlook for the 2024 fiscal year. Full year 2024 outlook for Adjusted EBITDA remains in line with the outlook provided on August 6, 2024 adjusted for a $35 million reduction attributed to the Sale Transaction. Free Cash Flow remains in line with the outlook provided on August 6, 2024 adjusted for the $35 million reduction to Adjusted EBITDA and $135 million of cash tax payments related to the Sale Transaction. Capital Returns to Shareholders has increased $400 million compared to the outlook provided on August 6, 2024.
| Full Year 2024 vs. 2023 | ||||
| System-Wide Hotels RevPAR1 |
3.0% to 4.0% | |||
| Net Rooms Growth |
5.5% to 6.0% | |||
| (in millions) | Full Year 2024 | |||
| Net Income |
$1,425 - $1,495 | |||
| Gross Fees |
$1,085 - $1,115 | |||
| Adjusted G&A Expenses2 |
$425 - $435 | |||
| Adjusted EBITDA2 |
$1,100 - $1,140 | |||
| Capital Expenditures |
Approx. $170 | |||
| Free Cash Flow2 |
$390 - $440 | |||
| Capital Returns to Shareholders3 |
Approx. $1,250 | |||
| 1 | RevPAR is based on constant currency whereby previous periods are translated based on the current period exchange rate. RevPAR percentage for 2024 vs. 2023 is based on comparable hotels. |
| 2 | Refer to the schedule attached as Exhibit 99.2 for a reconciliation of estimated Net Income attributable to Hyatt Hotels Corporation to Adjusted EBITDA, G&A expenses to Adjusted G&A expenses, and net cash provided by operating activities to Free Cash Flow. During the three months ended June 30, 2024, the Company revised its definition of Adjusted EBITDA to exclude transaction and integration costs and recast prior-period results to provide comparability. Refer to the Company’s Earnings Release dated August 6, 2024 for additional detail. |
| 3 | The Company expects to return capital to shareholders through a combination of cash dividends on its common stock and share repurchases. |
No disposition or acquisition activity beyond what has been completed as of the date of this Form 8-K has been included in the 2024 updated outlook. The Company’s 2024 updated outlook is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.
The information furnished under Item 7.01, including Exhibit 99.1 and Exhibit 99.2, in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Forward-Looking Statements
Forward-Looking Statements in this Current Report on Form 8-K, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the Company’s outlook, plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, business trends and expectations, and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, the risks discussed in the Company’s filings with the SEC, including our annual report on Form 10-K and subsequent reports, which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 99.1 | Hyatt Hotels Corporation Press Release, dated August 16, 2024 | |
| 99.2 | Non-GAAP Reconciliation Schedule | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Hyatt Hotels Corporation | ||||||
| Date: August 16, 2024 | By: | /s/ Joan Bottarini | ||||
| Name: | Joan Bottarini | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||
Exhibit 99.1
HYATT COMPLETES SALE OF HYATT REGENCY ORLANDO FOR $1.07 BILLION
Hyatt Exceeds $2 Billion Sell-Down Commitment
CHICAGO (August 16, 2024) – Hyatt Hotels Corporation (NYSE:H) today announced that an affiliate of Hyatt has completed the sale of the 1,641-room Hyatt Regency Orlando and adjacent 45 acres of land to affiliates of RIDA Development Corporation and an Ares Management Real Estate fund (“Ares”) for approximately $1.07 billion, while retaining a long-term management agreement under the Hyatt Regency brand. In connection with the transaction, Hyatt retained $265 million of non-controlling preferred equity and provided an additional $50 million of seller financing for the adjacent 45-acre parcel.
The sale of Hyatt Regency Orlando is part of Hyatt’s capital allocation strategy to sell owned hotels and reinvest proceeds in asset-light platforms that accelerate growth, and exceeds Hyatt’s expanded $2 billion asset-disposition commitment announced in 2021. Over a three-year period, Hyatt has now realized $2.6 billion of gross proceeds, net of acquisitions, at a 13.3x multiple.
Caption: Hyatt Regency Orlando Exterior
Hyatt Regency Orlando, the fourth largest Hyatt hotel globally by room count, has 1,641 rooms with 315,000 square feet of flexible event space. The hotel – which welcomes more than one million guests and attendees on average per year – is strategically positioned in the market given its prime location near popular Orlando attractions and direct connection to the Orange County Convention Center, the second largest convention facility in the U.S. The city’s strong tourism industry makes Orlando a key market, and RIDA and Ares intend to invest additional capital in a significant renovation plan that will focus on guestrooms and other amenities to further enhance the guest experience.
Additionally, with significant experience developing large-scale convention properties, RIDA and Ares have entered into a development agreement with Hyatt for a new Grand Hyatt hotel on the 45 acres of land adjacent to Hyatt Regency Orlando. Upon the satisfaction of certain conditions, Hyatt and an affiliate of RIDA and Ares will enter into a long-term management agreement for the hotel.
Mark S. Hoplamazian, president and chief executive officer, Hyatt, said, “The sale of Hyatt Regency Orlando represents the largest single-asset sale in Hyatt history. We are thrilled to be working with RIDA and Ares on this transaction, and in collaboration with these world-class developers, we will continue driving the success of Hyatt Regency Orlando and thoughtfully expand our brand footprint in the most-visited destination in the U.S. with a new Grand Hyatt hotel.”
RIDA and Ares anticipate pursuing necessary approvals and other governmental support over the next several years for the planned Grand Hyatt Orlando, which is expected to have approximately 2,500 rooms and be developed in multiple phases. The development of Grand Hyatt Orlando is positioned to create a combined total of more than 4,000 guestrooms across Hyatt Regency Orlando and Grand Hyatt Orlando at the Orange County Convention Center, further positioning Hyatt strategically in this thriving high-demand market.
Ira Mitzner, President & CEO of RIDA Development Corp., added, “We are extremely pleased to be partnering again with Ares in this historic transaction. We are excited to work with Hyatt to grow and enhance the Orange County Convention Center (OCCC) district and create a guest experience unparalleled for both group and leisure customers. We look forward to collaborating on a visionary public-private partnership with the State of Florida, Orange County, the OCCC, and all community stakeholders.”
Andrew Holm, Partner and Ares’ Co-Head of U.S. Real Estate Investments, added, “Hyatt has established Hyatt Regency Orlando as a landmark of its community’s vibrant business and leisure activity, and we are excited to work closely with the Hyatt team and advance our partnership with RIDA to realize the potential of this important location. We look forward to leveraging our extensive investment experience undertaking large-scale, complex projects as we seek to create long-term value in this attractive market.”
To learn more about Hyatt Regency Orlando, visit hyattregencyorlando.com.
The term “Hyatt” is used in this release for convenience to refer to Hyatt Hotels Corporation and/or one or more of its affiliates.
About Hyatt Hotels Corporation
Hyatt Hotels Corporation, headquartered in Chicago, is a leading global hospitality company guided by its purpose – to care for people so they can be their best. As of June 30, 2024, the Company’s portfolio included more than 1,350 hotels and all-inclusive properties in 78 countries across six continents. The Company’s offering includes brands in the Timeless Collection, including Park Hyatt®, Grand Hyatt®, Hyatt Regency®, Hyatt®, Hyatt Vacation Club®, Hyatt Place®, Hyatt House®, Hyatt Studios, and UrCove; the Boundless Collection, including Miraval®, Alila®, Andaz®, Thompson Hotels®, Dream® Hotels, Hyatt Centric®, and Caption by Hyatt®; the Independent Collection, including The Unbound Collection by Hyatt®, Destination by Hyatt®, and JdV by Hyatt®; and the Inclusive Collection, including Impression by Secrets, Hyatt Ziva®, Hyatt Zilara®, Zoëtry® Wellness & Spa Resorts, Secrets® Resorts & Spas, Breathless Resorts & Spas®, Dreams® Resorts & Spas, Hyatt Vivid Hotels & Resorts, Alua Hotels & Resorts®, and Sunscape® Resorts & Spas. Subsidiaries of the Company operate the World of Hyatt® loyalty program, ALG Vacations®, Mr & Mrs Smith™, Unlimited Vacation Club®, Amstar DMC destination management services, and Trisept Solutions® technology services. For more information, please visit www.hyatt.com.
About Hyatt Regency
The Hyatt Regency brand is a global collection of hotels and resorts found in more than 230 locations in over 40 countries around the world. The depth and breadth of this diverse portfolio, from expansive resorts to urban city centers, is a testament to the brand’s evolutionary spirit. For more than 50 years, the Hyatt Regency brand has championed fresh perspectives and enriching experiences, while its forward-thinking philosophy provides guests with inviting spaces that bring people together and foster a spirit of community. As a hospitality original, Hyatt Regency hotels and resorts are founded on openness—our colleagues consistently serve with open minds and open hearts to deliver unforgettable celebrations, effortless relaxation and notable culinary experiences alongside expert meetings and technology-enabled collaboration. The brand prides itself on an everlasting reputation for insightful care—one that welcomes all people across all countries and cultures, generation after generation. For more information, please visit hyattregency.com. Follow @HyattRegency on Facebook, Twitter and Instagram, and tag photos with #HyattRegency.
About Grand Hyatt
Around the world, Grand Hyatt hotels bring travel dreams to life by celebrating the iconic in small details and magnificent moments. Located at the crossroads of local culture and global business within major gateway cities and resort destinations, each Grand Hyatt hotel is uniquely designed to be a captivating destination within a destination. Grand Hyatt hotels deliver welcoming and elevated service, first-class accommodations and an abundance of options within a multicultural backdrop of dramatic architecture and bold and vibrant design. Grand Hyatt hotels boast inventive restaurants, luxury spas, fitness centers, and business and meeting facilities. For additional information or to make a reservation, please visit grandhyatt.com. Follow @GrandHyatt on Facebook and Instagram, and tag photos with #GrandHyatt.
About RIDA Development Corporation
RIDA Development Corporation is an internationally recognized real estate organization that has successfully developed and owned office, residential, industrial, hospitality, mixed-use, convention and retail developments for nearly 50 years. Established in 1975, RIDA has invested in over $7 billion of successful investment and development projects and has been a pre-eminent big-box, conference hotel developer and owner in the US over the past two decades. Recent developments by RIDA include the Gaylord Rockies (1,500 rooms), Marriott Marquis Houston (1,000 rooms), the Hilton Orlando (1,424 rooms), the Omni Orlando Resort at ChampionsGate (1,005 rooms), and the Gaylord Pacific Resort and Conference Center (1,600 rooms) which is under development on the San Diego Bayfront and scheduled to open in May 2025. RIDA’s corporate headquarters is located in Houston, TX with regional offices in Orlando, FL, San Diego, CA and Warsaw, Poland.
About Ares Management Corporation
Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. We seek to provide flexible capital to support businesses and create value for our stakeholders and within our communities. By collaborating across our investment groups, we aim to generate consistent and attractive investment returns throughout market cycles. As of June 30, 2024, Ares Management Corporation’s global platform had over $447 billion of assets under management with more than 2,950 employees operating across North America, Europe, Asia Pacific and the Middle East. For more information, please visit www.aresmgmt.com.
The Ares Real Estate team oversees approximately $52 billion of assets under management and has more than 270 investment professionals across seventeen local offices in core markets in the U.S. and Europe as of June 30, 2024. The team leverages its scale and vertically integrated operating platform to execute comprehensive real estate equity and debt strategies that are flexible by geography, product type and sector.
Forward-Looking Statements
Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about our development plans for a Grand Hyatt property, strategies, development prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, the risks discussed in the Company’s filings with the SEC, including our annual report on Form 10-K and subsequent reports, which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Hyatt Contacts:
Media
Jorian Weiner, 312.780.3004, [email protected]
Investors
Adam Rohman, 312.780.5834, [email protected]
Ares Contact:
Source: Hyatt Hotels Corporation
HHC-FIN
Exhibit 99.2
Hyatt Hotels Corporation
Reconciliation of Non-GAAP Financial Measures: Outlook: Net Income to Adjusted EBITDA; G&A Expenses to Adjusted G&A Expenses; and Net cash provided by operating activities to Free Cash Flow
No additional disposition or acquisition activity beyond what has been completed as of the date of this Form 8-K has been included in the 2024 Outlook. The Company’s 2024 outlook is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results. Results of operations as presented on the condensed consolidated statements of income include expenses recognized with respect to deferred compensation plans funded through rabbi trusts. Certain of these expenses are recognized in G&A expenses and are completely offset by the corresponding net gains (losses) and interest income from marketable securities held to fund rabbi trusts, thus having no net impact to our earnings (losses). G&A expenses also include expenses related to stock-based compensation. Below is a reconciliation of this forecasted measure excluding the impact of our rabbi trust investments and forecasted stock-based compensation expense.
| (in millions) | Year Ended December 31, 2024 Outlook Range |
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| Low Case | High Case | |||||||
| Net income attributable to Hyatt Hotels Corporation |
$ | 1,425 | $ | 1,495 | ||||
| Interest expense |
175 | 175 | ||||||
| Provision for income taxes |
284 | 314 | ||||||
| Depreciation and amortization |
332 | 332 | ||||||
| Contra revenue |
56 | 56 | ||||||
| Reimbursed costs, net of revenues for reimbursed costs |
108 | 98 | ||||||
| Transaction and integration costs |
26 | 21 | ||||||
| Equity (earnings) losses from unconsolidated hospitality ventures |
(41 | ) | (61 | ) | ||||
| Stock-based compensation expense |
73 | 73 | ||||||
| (Gains) losses on sales of real estate and other |
(1,263 | ) | (1,283 | ) | ||||
| Asset impairments |
17 | 17 | ||||||
| Other (income) loss, net |
(157 | ) | (167 | ) | ||||
| Pro rata share of unconsolidated owned and leased hospitality ventures’ Adjusted EBITDA |
65 | 70 | ||||||
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| Adjusted EBITDA |
$ | 1,100 | $ | 1,140 | ||||
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| Year Ended December 31, 2024 Outlook Range |
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| Low Case | High Case | |||||||
| G&A expenses |
$ | 495 | $ | 505 | ||||
| Less: Rabbi trust impact1 |
— | — | ||||||
| Less: Stock-based compensation expense |
(70 | ) | (70 | ) | ||||
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| Adjusted G&A Expenses |
$ | 425 | $ | 435 | ||||
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| 1 | Impact of rabbi trust is not forecasted for the year ended December 31, 2024 as performance of underlying invested assets is not estimable. |
| Year Ended December 31, 2024 Outlook Range |
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| Low Case | High Case | |||||||
| Net cash provided by operating activities |
$ | 560 | $ | 610 | ||||
| Capital expenditures |
(170 | ) | (170 | ) | ||||
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| Free Cash Flow |
$ | 390 | $ | 440 | ||||
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Definitions
Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)
Adjusted EBITDA, as we define it, is a measure that is not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures’ Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:
| • | interest expense; |
| • | benefit (provision) for income taxes; |
| • | depreciation and amortization; |
| • | amortization of management and hotel services agreement and franchise agreement assets and performance cure payments, which constitute payments to customers (“Contra revenue”); |
| • | revenues for reimbursed costs; |
| • | reimbursed costs that we intend to recover over the long term; |
| • | transaction and integration costs; |
| • | equity earnings (losses) from unconsolidated hospitality ventures; |
| • | stock-based compensation expense; |
| • | gains (losses) on sales of real estate and other; |
| • | asset impairments; and |
| • | other income (loss), net. |
We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to overhead Adjusted EBITDA.
Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our chief operating decision maker, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.
We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with results from other companies within our industry.
Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit (provision) for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel
owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted. We exclude revenues for reimbursed costs and reimbursed costs which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted EBITDA includes reimbursed costs related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations and may vary in frequency or magnitude, such as transaction and integration costs, asset impairments, unrealized and realized gains and losses on marketable securities, and gains and losses on sales of real estate and other.
Adjusted EBITDA is not a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income (loss) generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally.
Adjusted General and Administrative (“G&A”) Expenses
Adjusted G&A Expenses, as we define it, is a non-GAAP measure. Adjusted G&A Expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted G&A Expenses assist us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis.
Asset-Light Earnings Mix
Asset-Light Earnings Mix is calculated as Adjusted EBITDA from the management and franchising segment and distribution segment divided by Adjusted EBITDA, excluding overhead and eliminations. Our management uses this calculation to assess the composition of the Company’s earnings.
Average Daily Rate (“ADR”)
ADR represents hotel room revenues, divided by the total number of rooms sold in a given period. ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.
Comparable system-wide and Comparable owned and leased
“Comparable system-wide” represents all properties we manage, franchise, or provide services to, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large scale renovations during the periods being compared. Comparable system-wide also excludes properties for which comparable results are not available. We may use variations of comparable system-wide to specifically refer to comparable system-wide hotels, including our wellness resorts, or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within the management and franchising segment. “Comparable owned and leased” represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased also excludes properties for which comparable results are not available. We may use variations of comparable owned and leased to specifically refer to comparable owned and leased hotels, including our wellness resorts, or our all-inclusive resorts, for those properties that we own or lease within the owned and leased segment. Comparable system-wide and comparable owned and leased are commonly used as a basis of measurement in our industry. “Non-comparable system-wide” or “non-comparable owned and leased” represent all properties that do not meet the respective definition of “comparable” as defined above.
Constant Dollar Currency
We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant Dollar Currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate Constant Dollar Currency by restating prior-period local currency financial results at the current period’s exchange rates. These restated amounts are then compared to our current period reported amounts to provide operationally driven variances in our results.
Free Cash Flow
Free Cash Flow represents net cash provided by operating activities less capital expenditures. We believe Free Cash Flow to be a useful liquidity measure to us and investors to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions and investments, as well as our ability to return cash to shareholders through dividends and share repurchases. Free Cash Flow is not necessarily a representation of how we will use excess cash. Free Cash Flow is not a substitute for net cash provided by operating activities or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Free Cash Flow and management compensates for these limitations by referencing our GAAP results and using Free Cash Flow supplementally.
Occupancy
Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of a hotel’s available capacity. We use occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.
RevPAR
RevPAR is the product of the ADR and the average daily occupancy percentage. RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. RevPAR is a commonly used performance measure in our industry.
RevPAR changes that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominantly by changes in average room rates. For example, increases in occupancy at a hotel would lead to increases in room revenues and additional variable operating costs, including housekeeping services, utilities, and room amenity costs, and could also result in increased ancillary revenues, including food and beverage. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal impacts to variable operating costs.