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Acquisitions | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Acquisitions | Acquisitions 2018 Acquisitions (Accounted for as Asset Acquisitions) On March 1, 2018, we acquired the 77-room Landing Resort & Spa in South Lake Tahoe, California, for a total contractual purchase price of $42 million. The acquisition was funded with corporate cash. The acquisition is accounted for as an acquisition of assets; accordingly, direct acquisition costs were capitalized. On March 1, 2018, we acquired the 242-room Hotel Palomar in Phoenix, Arizona, for a total contractual purchase price of $80 million. The acquisition was funded with corporate cash. In connection with the acquisition, we assumed a $2.9 million loan under a qualified New Market Tax Credit program. Refer to Note 8 for additional information about the loan. The acquisition is accounted for as an acquisition of assets; accordingly, our direct acquisition costs were capitalized. We lease the surface and air rights of the hotel property pursuant to a ground lease with the City of Phoenix. We own the building improvements fee simple. The ground lease expires in 2085, including all extension options. Refer to Note 13 for additional information about this lease. As lessee of government property, we are subject to a Government Property Lease Excise Tax ("GPLET") under Arizona state statute in lieu of ad valorem real estate taxes through the end of the term of the ground lease. We reviewed the terms of the ground lease and GPLET agreement and concluded that the terms of the ground lease are favorable to us compared with a comparable market ground lease. Accordingly, we allocated $20.0 million of the total acquisition cost to a favorable ground lease asset that will be amortized over the remaining term of the ground lease, including all extension options. We assumed an agreement previously made with the lessee of the subsurface parking facility under the hotel, which requires us to pay 50% of the lessee's lease payments to the landlord—the City of Phoenix. The agreement is coterminous with the underlying subsurface ground lease, which expires in 2085, including all extension options. We reviewed the terms of the parking agreement and concluded that the terms are unfavorable to us compared with a typical market parking agreement. Accordingly, we allocated $4.6 million of the total acquisition cost to an unfavorable agreement liability that will be amortized over the remaining term of the parking agreement, including all extension options. On December 12, 2018, we acquired the 142-room Cavallo Point for a total contractual purchase price of $152 million. The acquisition was funded through a combination of corporate cash, proceeds from the new $50 million unsecured term loan and the issuance of OP units. The acquisition is accounted for as an acquisition of assets; accordingly, our direct acquisition costs were capitalized. Cavallo Point is subject to a long-term ground lease agreement with the United States National Park Service that expires in 2066. Refer to Note 13 for additional information about this lease. We reviewed the terms of the ground lease and concluded that the terms of the ground lease are favorable to us compared with a comparable market ground lease. Accordingly, we allocated $17.9 million of the total acquisition cost to a favorable ground lease asset that will be amortized over the remaining term of the ground lease. 2017 Acquisitions (Accounted for as Business Combinations) On February 28, 2017, we acquired the 88-room L'Auberge de Sedona and the 70-room Orchards Inn Sedona, each located in Sedona, Arizona, for a total contractual purchase price of $97 million. The acquisition was funded with corporate cash. We lease the buildings and sublease the underlying land containing 28 of the 70 rooms at the Orchards Inn Sedona, which expires in 2070, including all extension options. We reviewed the terms of the annex sublease in conjunction with the hotel acquisition accounting and concluded that the terms are favorable to us compared with a comparable market lease. As a result, we recorded a $9.1 million favorable lease asset that will be amortized through 2070. Acquired properties are included in our results of operations from the date of acquisition. The following pro forma financial information for the years ended December 31, 2017, and 2016, present our results of operations (in thousands, except per share data) as if the hotels acquired in 2017 and accounted for a business combinations were acquired on January 1, 2016. The hotels acquired in 2018 are accounted for as asset acquisitions and are not included in the information presented below. The pro forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.
| Year Ended December 31,
|  | 2017 |  | 2016
|  | (unaudited) |  | (unaudited)
Revenues |  | $ | 873,427 |  |  | $ | 924,806 |
Net income |  | $ | 91,602 |  |  | $ | 118,232 |
Earnings per share: |  |  |  |
Net income per share available to common stockholders—basic |  | $ | 0.46 |  |  | $ | 0.59 |
Net income per share available to common stockholders—diluted |  | $ | 0.45 |  |  | $ | 0.59 |
For the years ended December 31, 2018 and 2017, our consolidated statements of operations includes $34.7 million and $29.3 million of revenues, respectively, and $6.9 million and $5.9 million of net income, respectively, related to the operations of the hotels acquired in 2017 under business combination accounting. The following table summarizes the assets acquired and liabilities assumed in our 2017 and 2018 acquisitions (in thousands):
|  | Cavallo Point |  | Landing Resort & Spa |  | Hotel Palomar Phoenix |  | L'Auberge de Sedona |  | Orchards Inn Sedona
Land |  | $ | — |  |  | $ | 14,816 |  |  | $ | — |  |  | $ | 39,384 |  |  | $ | 9,726 |
Building and improvements |  | 123,100 |  |  | 24,351 |  |  | 59,703 |  |  | 22,204 |  |  | 10,180 |
Furniture, fixtures and equipment |  | 10,470 |  |  | 3,346 |  |  | 5,207 |  |  | 4,376 |  |  | 1,982 |
Construction in progress |  | 1,734 |  |  | — |  |  | — |  |  | — |  |  | — |
Total fixed assets |  | 135,304 |  |  | 42,513 |  |  | 64,910 |  |  | 65,964 |  |  | 21,888 |
Favorable lease asset |  | 17,907 |  |  | — |  |  | 20,012 |  |  | — |  |  | 9,065 |
Unfavorable lease liability |  | — |  |  | — |  |  | (4,644 | ) |  | — |  |  | — |
New Market Tax Credit loan assumption |  | — |  |  | — |  |  | (2,943 | ) |  | — |  |  | — |
Other assets and liabilities, net |  | (5,083 | ) |  | (658 | ) |  | 497 |  |  | (2,710 | ) |  | (412 | )
Total |  | $ | 148,128 |  |  | $ | 41,855 |  |  | $ | 77,832 |  |  | $ | 63,254 |  |  | $ | 30,541 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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