XML 27 R28.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions (Tables)
9 Months Ended
Sep. 07, 2012
Business Combinations [Abstract]  
Schedule of Base Management Fee and Incentive Management Fee
The following table sets forth the management agreement terms for each of the four hotels acquired.
Property
 
Expiration
 
Base
Management Fee(1)
 
Incentive
Management Fee
Hilton Boston Downtown
 
12/31/2012
(2)
 
2
%
 
 
None


Westin Washington D.C. City Center
 
12/3/2015
(3)
 
1
%
(4)
 
10
%
(5)
Westin San Diego
 
12/3/2015
(3)
 
1
%
(4)
 
10
%
(5)
Hilton Burlington
 
12/3/2015
(3)
 
1
%
(4)
 
10
%
(5)
____________________
(1)
As a percentage of gross revenues.
(2)
May be terminated at any time prior to the expiration date with 30 days written notice.
(3)
Term may be extended on a month-to-month basis following the expiration date.
(4)
The base management fee will increase to 1.5% of gross revenues beginning on July 12, 2014. Total management fees are capped at 3.5% of gross revenues.
(5)
Calculated as a percentage of operating profits in excess of 8% of our invested capital until July 12, 2014 and 10% of our invested capital thereafter.
Schedule of the Terms of the Hotel Franchise Agreements
The following table sets forth the franchise agreement terms for each of the four hotels acquired.
Property
 
Expiration
 
Franchise Fee
Hilton Boston Downtown
 
7/31/2022
 
5% of gross room sales and 3% of gross food and beverage sales; program fee of 4% of gross room sales
Westin Washington D.C. City Center
 
12/22/2030
 
7% of gross room sales and 3% of gross food and beverage sales
Westin San Diego
 
12/22/2030
 
7% of gross room sales and 3% of gross food and beverage sales
Hilton Burlington
 
7/31/2022
 
5% of gross room sales and 3% of gross food and beverage sales; program fee of 4% of gross room sales
Schedule of Preliminary Estimated Fair Value of the Assets Acquired and Liabilities Assumed in Acquisitions
The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed in our acquisitions (in thousands):
 
 
Hilton Boston Downtown
 
Westin Washington D.C. City Center
 
Westin San Diego
 
Hilton Burlington
Land
 
$
22,000

 
$
19,800

 
$
17,700

 
$
7,100

Building
 
133,975

 
132,505

 
103,721

 
46,182

Furnitures, fixtures and equipment
 
2,700

 
2,000

 
2,200

 
1,600

Total fixed assets
 
158,675

 
154,305

 
123,621

 
54,882

Net other assets and liabilities
 
(288
)
 
(725
)
 
(62
)
 
(220
)
Total
 
$
158,387

 
$
153,580

 
$
123,559

 
$
54,662

Schedule of Pro Forma Results of Operations
The following unaudited pro forma results of operations (in thousands, except per share data) reflect these transactions as if each had occurred on January 1, 2011. We believe all material adjustments necessary to reflect the effects of acquisitions have been made; however, the amounts recorded are based on a preliminary estimate of the fair value of the assets acquired and the liabilities assumed. We will finalize the recorded amounts upon the completion of our valuation analysis of the assets acquired, liabilities assumed and the share consideration paid. The pro forma information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.
 
Fiscal Quarter Ended
 
Period from
 
September 7, 2012
 
September 9, 2011
 
January 1, 2012 to September 7, 2012
 
January 1, 2011 to September 9, 2011
Revenues
$
195,496

 
$
183,882

 
$
530,595

 
$
493,992

 
 
 
 
 
 
 
 
(Loss) income from continuing operations
(27,996
)
 
4,740

 
(24,806
)
 
(3,286
)
 
 
 
 
 
 
 
 
Net (loss) income
(42,086
)
 
4,492

 
(25,711
)
 
(3,485
)
 
 
 
 
 
 
 
 
Basic and diluted (loss) earnings per share:
 
 
 
 
 
 
 
Continuing operations
$
(0.14
)
 
$
0.02

 
$
(0.13
)
 
$
(0.02
)
Net (loss) income
$
(0.22
)
 
$
0.02

 
$
(0.13
)
 
$
(0.02
)

For the fiscal quarter ended September 7, 2012 and the period from January 1, 2012 to September 7, 2012, our condensed consolidated statements of operations include $14.2 million of revenues and $2.8 million of net income related to the operations of the four hotels acquired in 2012.