Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Summary of Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The accompanying consolidated financial statements as of September 30, 2014 and December 31, 2013, and for the three and nine months ended September 30, 2014 and 2013, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company consolidates subsidiaries when it has the ability to direct the activities that most significantly impact the economic performance of the entity. The Company also evaluates its subsidiaries to determine if they should be considered variable interest entities (“VIEs”). Typically, the entity that has the power to direct the activities that most significantly impact economic performance would consolidate the VIE. The Company considers an entity a VIE if equity investors own an interest therein that does not have the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. In accordance with the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company reviewed its subsidiaries to determine if (i) they should be considered VIEs, and (ii) whether the Company should change its consolidation determination based on changes in the characteristics of these entities. Based on its review, the Company determined that all of its subsidiaries were properly consolidated as of September 30, 2014 and December 31, 2013, and for the three and nine months ended September 30, 2014 and 2013. |
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Non-controlling interests at both September 30, 2014 and December 31, 2013 represent the outside equity interests in various consolidated affiliates of the Company. |
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The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission. In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on February 25, 2014. |
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The Company has evaluated subsequent events through the date of issuance of these financial statements. |
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Use of Estimates | ' |
Use of Estimates |
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The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. |
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Reporting Periods | ' |
Reporting Periods |
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The results the Company reports in its consolidated statements of operations and comprehensive income are based on results reported to the Company by its hotel managers, all of whom currently use a standard monthly calendar. Prior to 2013, however, Marriott used a 13-period fiscal calendar with the year ending on the Friday closest to December 31. Since Marriott’s 2012 fiscal year ended on December 28, 2012, Marriott’s 2013 first quarter and calendar year contain an additional three days, December 29, 2012 through December 31, 2012. |
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Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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As of September 30, 2014 and December 31, 2013, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses were representative of their fair values due to the short-term maturity of these instruments. |
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The Company follows the requirements of the Fair Value Measurements and Disclosure Topic of the FASB ASC, which establishes a framework for measuring fair value and disclosing fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: |
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Level 1 | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | | | | | | | | | | | |
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Level 2 | Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | | | | | | | | | | | |
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Level 3 | Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | | | | | | | | | | | |
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As discussed in Note 5, at September 30, 2014 and December 31, 2013, the Company held two interest rate cap agreements and one interest rate swap agreement to manage, or hedge, interest rate risks related to its floating rate debt. The Company records interest rate protection agreements on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in the consolidated statements of operations and comprehensive income as they are not designated as hedges. In accordance with the Fair Value Measurements and Disclosure Topic of the FASB ASC, the Company estimates the fair value of its interest rate protection agreements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements. The Company has valued the derivative interest rate cap agreements using Level 2 measurements as an asset of $2,000 and $16,000 as of September 30, 2014 and December 31, 2013, respectively. The interest rate cap agreements are included in other assets, net on the accompanying consolidated balance sheets. The Company has valued the derivative interest rate swap agreement using Level 2 measurements as a liability of $0.7 million and $1.1 million as of September 30, 2014 and December 31, 2013, respectively. The interest rate swap agreement is included in other liabilities on the accompanying consolidated balance sheets. |
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On an annual basis and periodically when indicators of impairment exist, the Company analyzes the carrying values of its hotel properties and other assets using Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of its hotel properties and other assets taking into account each property’s expected cash flow from operations, holding period and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate. The Company did not identify any properties or other assets with indicators of impairment during either the three or nine months ended September 30, 2014 and 2013. |
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On an annual basis and periodically when indicators of impairment exist, the Company also analyzes the carrying value of its goodwill using Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of its reporting units. The Company did not identify any properties or other assets with indicators of goodwill impairment during either the three or nine months ended September 30, 2014 and 2013. |
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As of both September 30, 2014 and December 31, 2013, 70.7% of the Company’s outstanding debt had fixed interest rates, including the effect of an interest rate swap agreement. The Company’s carrying value of its debt totaled $1.4 billion as of both September 30, 2014 and December 31, 2013. Using Level 3 measurements, including the Company’s weighted average cost of debt of 5.0%, the Company estimates that the fair market value of its debt totaled $1.4 billion as of both September 30, 2014 and December 31, 2013. |
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The following table presents the Company’s assets measured at fair value on a recurring and non-recurring basis at September 30, 2014 and December 31, 2013 (in thousands): |
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| | | | | Fair Value Measurements at Reporting Date |
| | Total | | Level 1 | | Level 2 | | Level 3 |
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September 30, 2014 (unaudited): | | | | | | | | | | | | |
Interest rate cap derivative agreements | | $ | 2 | | $ | — | | $ | 2 | | $ | — |
Life insurance policy (1) | | | 1,201 | | | — | | | 1,201 | | | — |
Total assets at September 30, 2014 | | $ | 1,203 | | $ | — | | $ | 1,203 | | $ | — |
December 31, 2013: | | | | | | | | | | | | |
Interest rate cap derivative agreements | | $ | 16 | | $ | — | | $ | 16 | | $ | — |
Life insurance policy (1) | | | 1,385 | | | — | | | 1,385 | | | — |
Total assets at December 31, 2013 | | $ | 1,401 | | $ | — | | $ | 1,401 | | $ | — |
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| -1 | | Includes the split life insurance policy for one of the Company’s former associates, which the Company values using Level 2 measurements. These amounts are included in other assets, net on the accompanying consolidated balance sheets, and will be used to reimburse the Company for payments made to the former associate from the related retirement benefit agreement included in accrued payroll and employee benefits on the accompanying consolidated balance sheets. | | | | | | | | | |
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The following table presents the Company’s liabilities measured at fair value on a recurring and non-recurring basis at September 30, 2014 and December 31, 2013 (in thousands): |
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| | | | | Fair Value Measurements at Reporting Date |
| | Total | | Level 1 | | Level 2 | | Level 3 |
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September 30, 2014 (unaudited): | | | | | | | | | | | | |
Interest rate swap derivative agreement | | $ | 657 | | $ | — | | $ | 657 | | $ | — |
Retirement benefit agreement (1) | | | 1,201 | | | — | | | 1,201 | | | — |
Total liabilities at September 30, 2014 | | $ | 1,858 | | $ | — | | $ | 1,858 | | $ | — |
December 31, 2013: | | | | | | | | | | | | |
Interest rate swap derivative agreement | | $ | 1,066 | | $ | — | | $ | 1,066 | | $ | — |
Retirement benefit agreement (1) | | | 1,385 | | | — | | | 1,385 | | | — |
Total liabilities at December 31, 2013 | | $ | 2,451 | | $ | — | | $ | 2,451 | | $ | — |
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| -1 | | Includes the retirement benefit agreement for one of the Company’s former associates, which the Company values using Level 2 measurements. The agreement calls for the balance of the retirement benefit to be paid out to the former associate in 10 annual installments, beginning in 2011. As such, the Company has paid the former associate a total of $0.8 million through September 30, 2014, which was reimbursed to the Company using funds from the related split life insurance policy. These amounts are included in accrued payroll and employee benefits on the accompanying consolidated balance sheets. | | | | | | | | | |
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Accounts Receivable | ' |
Accounts Receivable |
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Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. Accounts receivable also includes, among other things, receivables from customers who utilize purchase volume rebates through BuyEfficient, as well as tenants who lease space in the Company’s hotels. The Company maintains an allowance for doubtful accounts sufficient to cover potential credit losses. The Company’s accounts receivable includes an allowance for doubtful accounts of $0.2 million at both September 30, 2014 and December 31, 2013. |
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Acquisitions of Hotel Properties and Other Entities | ' |
Acquisitions of Hotel Properties and Other Entities |
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Accounting for the acquisition of a hotel property or other entity as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and any capital lease obligations that are assumed as part of the acquisition of a leasehold interest. During 2013 and the first nine months of 2014, the Company used all available information to make these fair value determinations, and engaged independent valuation specialists to assist in the fair value determination of the long-lived assets acquired and the liabilities assumed in the Company’s purchases of the Hilton New Orleans St. Charles, the Boston Park Plaza, the Hyatt Regency San Francisco and the Marriott Wailea. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, the Company believes that the recording of acquired assets and liabilities is a critical accounting policy. |
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Assets Held for Sale | ' |
Assets Held for Sale |
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The Company considers a hotel or other asset held for sale if it is probable that the sale will be completed within twelve months, among other requirements. A sale is determined to be probable once the buyer completes its due diligence of the asset, there is an executed purchase and sale agreement between the Company and the buyer, and the Company has received a substantial non-refundable deposit. Depreciation ceases when a property is held for sale. Should an impairment loss be required for assets held for sale, the related assets are adjusted to their estimated fair values, less costs to sell. Should the sale of a hotel or other asset represent a strategic shift that will have a major effect on the Company’s operations and financial results, the hotel or other asset is included in discontinued operations, and operating results are removed from income from continuing operations and reported as discontinued operations. The operating results for any such assets for any prior periods presented must also be reclassified as discontinued operations. As of both September 30, 2014 and December 31, 2013, the Company had no hotels or other assets held for sale. |
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Deferred Financing Fees | ' |
Deferred Financing Fees |
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Deferred financing fees consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments, and are amortized to interest expense over the terms of the related debt or commitment. If a loan is refinanced or repaid before its maturity, any unamortized deferred financing costs will generally be expensed unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. |
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In August 2014, the Company amended the mortgage secured by the Hilton San Diego Bayfront (see Note 7). In conjunction with the amendment, the Company paid additional deferred financing fees of $1.3 million, which are amortized over the remaining term of the modified loan, and wrote off $0.5 million of deferred financing fees, which are included in the Company’s results of operations as loss on extinguishment of debt. |
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During the three and nine months ended September 30, 2013, the Company paid deferred financing fees of $0.2 million related to the assumption of a mortgage in connection with the acquisition of the Boston Park Plaza and the purchase of an interest rate cap derivative agreement on the Hilton San Diego Bayfront mortgage. |
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Total amortization of deferred financing fees for the three and nine months ended September 30, 2014 and 2013 was as follows (in thousands): |
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| | Three Months Ended | | Three Months Ended | | Nine Months Ended | | Nine Months Ended |
| | September 30, 2014 | | September 30, 2013 | | September 30, 2014 | | September 30, 2013 |
| | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) |
Continuing operations: | | | | | | | | | | | | |
Amortization of deferred financing fees | | $ | 673 | | $ | 736 | | $ | 2,145 | | $ | 2,219 |
Discontinued operations: | | | | | | | | | | | | |
Amortization of deferred financing fees | | | — | | | — | | | — | | | 2 |
Total amortization of deferred financing fees | | $ | 673 | | $ | 736 | | $ | 2,145 | | $ | 2,221 |
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Earnings Per Share | ' |
Earnings Per Share |
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The Company applies the two-class method when computing its earnings per share as required by the Earnings Per Share Topic of the FASB ASC, which requires the net income per share for each class of stock (common stock and convertible preferred stock) to be calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share. |
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The Company follows the requirements of the Earnings Per Share Topic of the FASB ASC, which states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. For both the three months ended September 30, 2014 and 2013, distributed earnings representing nonforfeitable dividends of $0.1 million were allocated to the participating securities. For the nine months ended September 30, 2014 and 2013, distributed earnings representing nonforfeitable dividends of $0.3 million and $0.1 million, respectively, were allocated to the participating securities. Undistributed earnings representing nonforfeitable dividends of $0.1 million and $30,000, respectively, were allocated to the participating securities for the three months ended September 30, 2014 and 2013. Undistributed earnings representing nonforfeitable dividends of $0.2 million and $0.3 million, respectively, were allocated to the participating securities for the nine months ended September 30, 2014 and 2013. |
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In accordance with the Earnings Per Share Topic of the FASB ASC, basic earnings available (loss attributable) to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings available (loss attributable) to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards, the incremental common shares issuable upon the exercise of stock options, using the more dilutive of either the two-class method or the treasury stock method. |
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The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data): |
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| | Three Months Ended | | Three Months Ended | | Nine Months Ended | | Nine Months Ended |
| | September 30, 2014 | | September 30, 2013 | | September 30, 2014 | | September 30, 2013 |
| | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) |
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Net income | | $ | 33,643 | | $ | 15,817 | | $ | 73,682 | | $ | 64,752 |
Income from consolidated joint venture attributable to non-controlling interest | | | -1,795 | | | -1,768 | | | -5,680 | | | -3,291 |
Distributions to non-controlling interest | | | -8 | | | -8 | | | -24 | | | -24 |
Dividends paid on unvested restricted stock compensation | | | -94 | | | -101 | | | -291 | | | -101 |
Preferred stock dividends and redemption charges | | | -2,300 | | | -2,300 | | | -6,900 | | | -16,713 |
Undistributed income allocated to unvested restricted stock compensation | | | -119 | | | -30 | | | -213 | | | -295 |
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Numerator for basic and diluted earnings available to common stockholders | | $ | 29,327 | | $ | 11,610 | | $ | 60,574 | | $ | 44,328 |
Denominator: | | | | | | | | | | | | |
Weighted average basic and diluted common shares outstanding | | | 202,800 | | | 160,856 | | | 188,901 | | | 157,628 |
Basic and diluted earnings available to common stockholders per common share | | $ | 0.14 | | $ | 0.07 | | $ | 0.32 | | $ | 0.28 |
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The Company’s unvested restricted shares associated with its long-term incentive plan and shares associated with common stock options have been excluded from the above calculation of earnings per share for the three and nine months ended September 30, 2014 and 2013, as their inclusion would have been anti-dilutive. Prior to their redemption in May 2013, shares of the Company’s Series C Cumulative Convertible Redeemable Preferred Stock (“Series C preferred stock”) issuable upon conversion were excluded from the above calculation of earnings per share for the nine months ended September 30, 2013, as their inclusion would have been anti-dilutive. |
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Goodwill | ' |
Goodwill |
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The Company follows the requirements of the Intangibles — Goodwill and Other Topic of the FASB ASC, which states that goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. As a result, the carrying value of goodwill allocated to hotel properties and other assets is reviewed at least annually for impairment. In addition, when facts and circumstances suggest that the Company’s goodwill may be impaired, an interim evaluation of goodwill is prepared. Such review entails comparing the carrying value of the individual hotel property or other asset (the reporting unit) including the allocated goodwill to the fair value determined for that reporting unit (see Fair Value of Financial Instruments for detail on the Company’s valuation methodology). If the aggregate carrying value of the reporting unit exceeds the fair value, the goodwill of the reporting unit is impaired to the extent of the difference between the fair value and the aggregate carrying value, not to exceed the carrying amount of the allocated goodwill. The Company’s annual impairment evaluation is performed each year as of December 31. |
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Non-Controlling Interests | ' |
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Non-Controlling Interests |
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The Company’s financial statements include entities in which the Company has a controlling financial interest. Non-controlling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such non-controlling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations and comprehensive income, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and non-controlling interests. Income or loss is allocated to non-controlling interests based on their weighted average ownership percentage for the applicable period. The consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of shareholders’ equity, non-controlling interests and total equity. |
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At both September 30, 2014 and December 31, 2013, the non-controlling interest reported in the Company’s financial statements includes Hilton Worldwide’s 25.0% ownership in the partnerships that own the Hilton San Diego Bayfront (the “Hilton San Diego Bayfront Partnership”). In addition, the Company is the sole common stockholder of the captive REIT that owns the Doubletree Guest Suites Times Square; however, there are also preferred investors in the captive REIT whose preferred dividends less administrative fees totaled $8,000 and $24,000 during both the three and nine months ended September 30, 2014 and 2013. These preferred dividends are represented as distributions to non-controlling interests on the Company’s consolidated statements of operations and comprehensive income. |
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Segment Reporting | ' |
Segment Reporting |
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The Company reports its consolidated financial statements in accordance with the Segment Reporting Topic of the FASB ASC. Currently, the Company operates in one segment, operations held for investment. |
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