XML 32 R16.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions Acquisitions

We had no acquisitions during the year ended December 31, 2019.

2018 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 12 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. Upon adoption of ASC 842 on January 1, 2019, the right-of-use asset was adjusted for the unamortized balance of this favorable lease asset.

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 12 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. Upon adoption of ASC 842 on January 1, 2019, the right-of-use asset was adjusted for the unamortized balance of this favorable lease asset.

The following table summarizes the assets acquired and liabilities assumed in our 2018 acquisitions (in thousands):
 
 
Cavallo Point
 
Landing Resort & Spa
 
Hotel Palomar Phoenix
Land
 
$

 
$
14,816

 
$

Building and improvements
 
123,100

 
24,351

 
59,703

Furniture, fixtures and equipment
 
10,470

 
3,346

 
5,207

Construction in progress
 
1,734

 

 

Total fixed assets
 
135,304

 
42,513

 
64,910

Favorable lease asset
 
17,907

 

 
20,012

Unfavorable lease liability
 

 

 
(4,644
)
New Market Tax Credit loan assumption
 

 

 
(2,943
)
Other assets and liabilities, net
 
(5,083
)
 
(658
)
 
497

Total
 
$
148,128

 
$
41,855

 
$
77,832