Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation |
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The accompanying consolidated financial statements as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012, 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 December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012. |
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Non-controlling interests at both December 31, 2014 and 2013 represent the outside equity interests in various consolidated affiliates of the Company. |
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Certain prior year amounts have been reclassified in the consolidated financial statements in order to conform to the current year presentation. |
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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 accounting principles generally accepted in the United States (“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 are based on results reported to the Company by its hotel managers. Prior to 2013, Marriott used a fiscal year ending on the Friday closest to December 31 and reported twelve weeks of operations each for the first three quarters of the year, and sixteen or seventeen weeks of operations for the fourth quarter of the year. Beginning in 2013, Marriott switched its reporting to a standard monthly calendar; however, Marriott’s 2013 calendar contains an additional three days, December 29, 2012 through December 31, 2012. The Company and its other hotel managers use a standard monthly calendar to report their financial information. The Company has elected to adopt quarterly close periods of March 31, June 30 and September 30, and an annual year end of December 31. As a result, the Company’s 2013 and 2012 results of operations for 10 of the Company’s Marriott-managed hotels are reported using the following reporting periods: |
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| | | | | | Number of | | | | | | | | |
| | | | | | days in 2013 | | | | | | | | |
| | 2013 | | 2012 | | versus 2012 (1) | | | | | | | | |
First quarter | | December 29 — March 31 | | December 31 — March 23 | | 8 days | | | | | | | | |
Second quarter | | April 1 — June 30 | | March 24 — June 15 | | 7 days | | | | | | | | |
Third quarter | | July 1 — September 30 | | June 16 — September 7 | | 8 days | | | | | | | | |
Fourth quarter | | October 1 — December 31 | | September 8 — December 28 | | (20 days) | | | | | | | | |
Full year | | December 29, 2012 — December 31, 2013 | | December 31, 2011 — December 28, 2012 | | 3 days | | | | | | | | |
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| -1 | | Number of days in 2013 versus 2012 does not include the leap day, February 29, 2012, as this extra day was not caused by the Marriott calendar conversion. | | | | | | | | | | | |
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The Company estimates that Marriott’s fiscal calendar had the following effects on the Company’s total revenue and net income based on the average daily revenues and income generated by its Marriott hotels during the years ended December 31, 2014, 2013 and 2012 as follows (in thousands): |
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| | 2014 | | 2013 (1) | | 2012 (1) | | | | |
Total revenue | | $ | — | | $ | 2,300 | | $ | -1,251 | | | | |
Net income | | $ | — | | $ | 672 | | $ | -328 | | | | |
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| -1 | | Increases (decreases) to total revenue and net income based on the Marriott fiscal calendars for 2013 (368 days) and 2012 (364 days) versus a standard 365 day year. | | | | | | | | | | | |
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Cash and Cash Equivalents | Cash and Cash Equivalents |
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Cash and cash equivalents are defined as cash on hand and in various bank accounts plus all short-term investments with an original maturity of three months or less. |
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The Company maintains cash and cash equivalents and certain other financial instruments with various financial institutions. These financial institutions are located throughout the country and the Company’s policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. At December 31, 2014 and 2013, the Company had amounts in banks that were in excess of federally insured amounts. |
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Restricted Cash | Restricted Cash |
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Restricted cash is comprised of reserve accounts for debt service, interest reserves, capital replacements, ground leases, and property taxes. These restricted funds are subject to supervision and disbursement approval by certain of the Company’s lenders and/or hotel managers. |
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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 December 31, 2014 and 2013. |
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Inventories | Inventories |
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Inventories, consisting primarily of food and beverages at the hotels, are stated at the lower of cost or market, with cost determined on a method that approximates first-in, first-out basis. |
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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 2014, 2013 and 2012, 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 Marriott Wailea, the Hilton New Orleans St. Charles, the Boston Park Plaza, the Hyatt Regency San Francisco, the Hyatt Chicago Magnificent Mile and the Hilton Garden Inn Chicago Downtown/Magnificent Mile. 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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Investments In Hotel Properties and Other Assets | Investments In Hotel Properties and Other Assets |
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Hotel properties and other investments are depreciated using the straight-line method over estimated useful lives primarily ranging from five to 35 years for buildings and improvements and three to 12 years for furniture, fixtures and equipment. Intangible assets are amortized using the straight-line method over their estimated useful life or over the length of the related agreement, whichever is shorter. |
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The Company’s investment in hotel properties, net also includes initial franchise fees which are recorded at cost and amortized using the straight-line method over the lives of the franchise agreements ranging from 14 to 27 years. All other franchise fees that are based on the Company’s results of operations are expensed as incurred. |
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The Company follows the requirements of the Property, Plant and Equipment Topic of the FASB ASC, which requires impairment losses to be recorded on long-lived assets to be held and used by the Company when indicators of impairment are present and the future undiscounted net cash flows expected to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment is recognized. The impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. In computing fair value, the Company uses 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. In 2014, 2013 and 2012, the Company did not identify any properties or other assets with indicators of impairment. Based on the Company’s review, management believes that there were no other impairments on its long-lived assets, and that the carrying values of its hotel properties and other assets are recoverable at December 31, 2014. |
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Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale. The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as the availability of suitable financing. The realization of the Company’s investment in hotel properties and other assets is dependent upon future uncertain events and conditions and, accordingly, the actual timing and amounts realized by the Company may be materially different from their estimated fair values. |
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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. If the sale of the hotel or other asset represents 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 December 31, 2014 and 2013, the Company had no hotels or other assets held for sale. As of December 31, 2012, the Company classified four hotels and a commercial laundry facility as held for sale due to their sale in January 2013. |
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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 paid before its maturity, any related 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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During 2014, the Company amended the mortgage secured by the Hilton San Diego Bayfront, and refinanced the mortgages secured by the JW Marriott New Orleans and the Embassy Suites La Jolla (see Note 7). In conjunction with these financing transactions, the Company paid additional deferred financing fees of $2.3 million, which are amortized over the terms of the modified and new loans. In addition, a total of $0.6 million of deferred financing fees were written off, which are included in the Company’s results of operations as loss on extinguishment of debt. |
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During 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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During 2012, the Company incurred and paid deferred financing fees of $1.3 million related to an amendment of its credit facility. In addition, the Company wrote-off $0.2 million in deferred financing fees, which is included in the Company’s results of operations as loss on extinguishment of debt, related to its sales of the Marriott Del Mar, the Doubletree Guest Suites Minneapolis, the Hilton Del Mar and the Marriott Troy, along with a nominal amount written off related to its repayment of the non-recourse mortgage secured by the Renaissance Long Beach. |
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Total amortization and write-off of deferred financing fees for 2014, 2013 and 2012 was as follows (in thousands): |
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| | 2014 | | 2013 | | 2012 | | | | | |
Continuing operations: | | | | | | | | | | | | | | |
Amortization of deferred financing fees | | $ | 2,777 | | $ | 2,955 | | $ | 3,690 | | | | | |
Write-off of deferred financing fees | | | — | | | — | | | 3 | | | | | |
Total deferred financing fees — continuing operations | | | 2,777 | | | 2,955 | | | 3,693 | | | | | |
Discontinued operations: | | | | | | | | | | | | | | |
Amortization of deferred financing fees | | | — | | | 2 | | | 74 | | | | | |
Write-off of deferred financing fees | | | — | | | — | | | 185 | | | | | |
Total deferred financing fees — discontinued operations | | | — | | | 2 | | | 259 | | | | | |
Total amortization and write-off of deferred financing fees | | $ | 2,777 | | $ | 2,957 | | $ | 3,952 | | | | | |
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Goodwill and Other Intangibles | Goodwill and BuyEfficient Intangibles |
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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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Based on its annual impairment evaluations for 2014, 2013 and 2012, the Company determined that no adjustments to its goodwill were required. |
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The Company’s other assets, net includes BuyEfficient’s intangibles related to certain trademarks, customer and supplier relationships and intellectual property related to internally developed software. These intangibles are amortized using the straight-line method over their useful lives ranging between seven to 20 years. |
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Property and Equipment | Property and Equipment |
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Property and equipment is stated on the cost basis and includes computer equipment and other corporate office equipment and furniture. Property and equipment is depreciated on a straight-line basis over the estimated useful lives ranging from three to 12 years. The Company includes property and equipment, net of related accumulated depreciation, in its other assets, net on the accompanying consolidated balance sheets. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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As of December 31, 2014 and 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 Disclosures 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, the Company held two interest rate cap agreements at December 31, 2014 and 2013. At December 31, 2013, the Company also held one interest rate swap agreement. The Company holds its interest rate protection agreements 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 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. Using Level 2 measurements, the Company determined that the total value of the interest rate cap agreements at December 31, 2014 was de minimis. At December 31, 2013, the Company has valued the derivative interest rate cap agreements as an asset of $16,000. The interest rate cap agreements are included in other assets, net, in the accompanying consolidated balance sheets. At December 31, 2013, the Company has valued the derivative interest rate swap agreement using Level 2 measurements as a liability of $1.1 million. The interest rate swap agreement is included in other liabilities in 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 2014, 2013 or 2012. |
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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 with indicators of goodwill impairment in 2014, 2013 or 2012. |
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As of December 31, 2014 and 2013, 71.6% and 70.7% (including the effect of an interest rate swap agreement), respectively, of the Company’s outstanding debt had fixed interest rates. The Company’s carrying value of its debt totaled $1.4 billion as of both December 31, 2014 and 2013. Using Level 3 measurements, including the Company’s weighted average cost of debt ranging from 4.5% to 5.0%, the Company estimates that the fair market value of its debt totaled $1.4 billion as of both December 31, 2014 and 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 December 31, 2014 and 2013 (in thousands): |
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| | Fair Value Measurements at Reporting Date | |
| | Total | | Level 1 | | Level 2 | | Level 3 | |
December 31, 2014: | | | | | | | | | | | | | |
Interest rate cap derivative agreements | | $ | — | | $ | — | | $ | — | | $ | — | |
Life insurance policy (1) | | | 1,198 | | | — | | | 1,198 | | | — | |
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Total assets at December 31, 2014 | | $ | 1,198 | | $ | — | | $ | 1,198 | | $ | — | |
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December 31, 2013: | | | | | | | | | | | | | |
Interest rate cap derivative agreements | | $ | 16 | | $ | — | | $ | 16 | | $ | — | |
Life insurance policy (1) | | | 1,385 | | | — | | | 1,385 | | | — | |
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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, which is 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 December 31, 2014 and 2013 (in thousands): |
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| | Fair Value Measurements at Reporting Date | |
| | Total | | Level 1 | | Level 2 | | Level 3 | |
December 31, 2014: | | | | | | | | | | | | | |
Interest rate swap derivative agreement | | $ | — | | $ | — | | $ | — | | $ | — | |
Retirement benefit agreement (1) | | | 1,198 | | | — | | | 1,198 | | | — | |
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Total liabilities at December 31, 2014 | | $ | 1,198 | | $ | — | | $ | 1,198 | | $ | — | |
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December 31, 2013: | | | | | | | | | | | | | |
Interest rate swap derivative agreement | | $ | 1,066 | | $ | — | | $ | 1,066 | | $ | — | |
Retirement benefit agreement (1) | | | 1,385 | | | — | | | 1,385 | | | — | |
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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 agreement 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 December 31, 2014, which was reimbursed to the Company using funds from the related split life insurance policy noted above. These amounts are included in accrued payroll and employee benefits in the accompanying consolidated balance sheets. | | | | | | | | | | | |
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Revenue Recognition | Revenue Recognition |
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Room revenue and food and beverage revenue are recognized as earned, which is generally defined as the date upon which a guest occupies a room and/or utilizes the hotel’s services. Additionally, some of the Company’s hotel rooms are booked through independent internet travel intermediaries. Revenue for these rooms is booked at the price the Company sold the room to the independent internet travel intermediary less any discount or commission paid. |
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Other operating revenue consists of revenue derived from incidental hotel services such as telephone/internet, transportation, parking, spa, entertainment and other guest services, along with tenant lease revenues relating to hotel space leased by third parties. Other operating revenue also includes revenue generated by BuyEfficient. Revenues from incidental hotel services and BuyEfficient are recognized in the period the related services are provided or the revenue is earned. |
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Advertising and Promotion Costs | Advertising and Promotion Costs |
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Advertising and promotion costs are expensed when incurred. Advertising and promotion costs represent the expense for advertising and reservation systems under the terms of the hotel franchise and brand management agreements and general and administrative expenses that are directly attributable to advertising and promotions. |
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Stock Based Compensation | Stock Based Compensation |
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Compensation expense related to awards of restricted shares and performance shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period. |
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Income Taxes | Income Taxes |
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The Company has elected to be treated as a REIT pursuant to the Internal Revenue Code, as amended (the “Code”). Management believes that the Company has qualified and intends to continue to qualify as a REIT. Therefore, the Company is permitted to deduct distributions paid to its stockholders, eliminating the federal taxation of income represented by such distributions at the company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on taxable income at regular corporate tax rates. |
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With respect to taxable subsidiaries, the Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. |
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The Income Taxes Topic of the FASB ASC addresses how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Company’s management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. |
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Non-Controlling Interests | 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, 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 stockholders’ equity, non-controlling interests and total equity. |
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At December 31, 2014, 2013 and 2012, the non-controlling interest reported in the Company’s financial statements includes Hilton Worldwide’s 25.0% ownership in the Hilton San Diego Bayfront. 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 during 2014, 2013 and 2012 are represented as distributions to non-controlling interests on the Company’s statements of operations. |
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Dividends | Dividends |
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In August 2013, the Company’s board of directors reinstated a quarterly dividend payable to the Company’s common stockholders. In addition, the Company currently pays quarterly dividends to the preferred stockholders of its 8.0% Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”) as declared by the Company’s board of directors. Prior to their redemption dates in March 2013 and May 2013, respectively, the Company also paid quarterly dividends to the preferred stockholders of its 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A preferred stock”) and its Series C Cumulative Convertible Redeemable Preferred Stock (“Series C preferred stock”) as declared by the board of directors. The Company’s ability to pay dividends is dependent on the receipt of distributions from the Operating Partnership. |
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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. During 2014 and 2013, distributed earnings representing nonforfeitable dividends of $1.0 million and $0.2 million, respectively, were allocated to the participating securities. There were no distributed earnings representing nonforfeitable dividends allocated to the participating securities during 2012. Undistributed earnings representing nonforfeitable dividends of $0.2 million were allocated to the participating securities during both 2013 and 2012. There were no undistributed earnings representing nonforfeitable dividends allocated to the participating securities during 2014. |
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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 and 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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| | Year Ended | | Year Ended | | Year Ended | | | | | |
| | December 31, 2014 | | December 31, 2013 | | December 31, 2012 | | | | | |
Numerator: | | | | | | | | | | | | | | |
Net income | | $ | 87,939 | | $ | 70,001 | | $ | 49,557 | | | | | |
Income from consolidated joint venture attributable to non-controlling interest | | | -6,676 | | | -4,013 | | | -1,761 | | | | | |
Distributions to non-controlling interest | | | -32 | | | -32 | | | -31 | | | | | |
Preferred stock dividends and redemption charges | | | -9,200 | | | -19,013 | | | -29,748 | | | | | |
Dividends paid on unvested restricted stock compensation | | | -969 | | | -201 | | | — | | | | | |
Undistributed income allocated to unvested restricted stock compensation | | | — | | | -235 | | | -203 | | | | | |
Numerator for basic and diluted earnings available to common stockholders | | $ | 71,062 | | $ | 46,507 | | $ | 17,814 | | | | | |
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Denominator: | | | | | | | | | | | | | | |
Weighted average basic and diluted common shares outstanding | | | 192,674 | | | 161,784 | | | 127,027 | | | | | |
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Basic and diluted earnings available to common stockholders per common share | | $ | 0.37 | | $ | 0.29 | | $ | 0.14 | | | | | |
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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 years ended December 31, 2014, 2013 and 2012, as their inclusion would have been anti-dilutive. Prior to their redemption in May 2013, the shares of the Company’s Series C preferred stock issuable upon conversion were excluded from the above calculation of earnings per share for the year ended December 31, 2012, as their inclusion would have been anti-dilutive. |
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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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Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under ASU No. 2014-08, a discontinued operation is (1) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results, or (2) an acquired business or nonprofit activity that is classified as held for sale on the date of the acquisition. A strategic shift that has or will have a major effect on an entity’s operations and financial results could include the disposal of (1) a major line of business, (2) a major geographical area (3) a major equity method investment, or (4) other major parts of an entity. ASU No. 2014-08 expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation, an entity’s continuing involvement with a discontinued operation following the disposal date and retained equity method investments in a discontinued operation. ASU No. 2014-08 is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within that year. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company’s early adoption of ASU No. 2014-08 in the first quarter of 2014 did not have any effect on its financial statements as the Company had no disposals (or classifications as held for sale) during the year ended December 31, 2014. In the future, when the Company has disposals (or classifications as held for sale), it will be required to determine whether such disposal meets the discontinued operations requirements under ASU No. 2014-08. Additional disclosures may be required. |
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In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No. 2014-09”). The core principal of ASU No. 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principal, an entity will need to apply a five-step model: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 will become effective during the first quarter of 2017, and will require either a full retrospective approach or a modified retrospective approach, with early adoption prohibited. The Company is currently evaluating the impact that ASU No. 2014-09 will have on its financial statements. |
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In June 2014, the FASB issued Accounting Standards Update No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU No. 2014-12”), which requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. ASU 2014-12 will become effective during the first quarter of 2016. Early adoption is permitted. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. ASU No. 2014-12 will not have an effect on the Company’s financial statements unless the Company issues grants in the future that fall within its scope. |
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