Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Principles of Consolidation and Basis of Presentation |
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The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, CHP, LLC (of which the Company owns 95%) and Nantucket Acquisition LLC, a variable interest entity (see Note 10). All intercompany accounts and transactions have been eliminated in consolidation. |
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The Financial Accounting Standards Board (“FASB”) issued Accounting Standard Codification (“ASC”) 810, Consolidation, which addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights and accordingly should consolidate the entity. Before concluding that it is appropriate to apply the voting interest consolidation model to an entity, an enterprise must first determine that the entity is not a variable interest entity. We evaluate, as appropriate, our interests, if any, in joint ventures and other arrangements to determine if consolidation is appropriate. |
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Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates |
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The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates on various assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents |
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We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. |
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Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash |
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Restricted cash represents cash held in interest bearing accounts related to impound reserve accounts for property taxes, insurance and capital improvements or commitments as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating. |
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Real Estate, Policy [Policy Text Block] | ' |
Investments in Real Estate |
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We allocate the purchase price of our properties in accordance with ASC 805 – Business Combinations. Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, site improvements, furniture and fixtures and intangible lease assets or liabilities, including in-place leases, above-market and below-market leases. We allocate the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the estimated useful lives of our depreciable assets. We consider the period of future benefit of the assets to determine the appropriate estimated useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the estimated useful lives. We depreciate the fair value allocated to building and improvements over estimated useful lives ranging from 15 to 39 years. |
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We estimate the value of furniture and fixtures based on the assets’ depreciated replacement cost. We depreciate the fair value allocated to furniture and fixtures over estimated useful lives ranging from three to six years. |
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In-place lease values are calculated based on management’s evaluation of the expense that would be incurred to acquire a new tenant to occupy the leased space. |
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Acquired above- and below-market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease terms. The value of acquired above- and below-market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations. Our policy is to consider any bargain periods in the calculation of fair value of below-market leases and to amortize below-market leases over the remaining non-cancelable lease term plus any bargain renewal periods in accordance with FASB ASC 840, Leases, as determined by the Company’s management at the time it acquires real property with an in-place lease. The renewal option rates for our acquired leases do not include any fixed-rate options and, instead, contain renewal options that are based on fair value terms at the time of renewal. Accordingly, no fixed-rate renewal options were included in the fair value of below-market leases acquired and the amortization period is based on the acquired non-cancelable lease term. |
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We amortize the value of in-place leases and above- and below-market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the above- or below-market lease value will be charged to revenue. If a lease is terminated prior to its expiration, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense. |
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In an effort to control the rapidly escalating costs of health care, the state of Oregon has implemented a certificate of need (“CON”) program pertaining to skilled-nursing facilities. This program requires that a CON is obtained from the state prior to opening such facility. We valued the CON assets related to our Fernhill, Sheridan and Pacific facilities using an income approach. As the CON does not expire and can be sold independently of the facilities, we determined that these assets have indefinite useful lives and consequently are not being amortized. |
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Depreciation, Depletion, and Amortization [Policy Text Block] | ' |
Depreciation of Real Property Assets |
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We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the assets to determine the appropriate estimated useful lives. Depreciation of our assets is charged to expense on a straight-line basis over the estimated useful lives. |
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Impairments |
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In accordance with ASC 360, Property, Plant, and Equipment, we conduct a comprehensive review of our real estate assets for impairment. ASC 360 requires that asset values be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. |
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Indicators of potential impairment include the following: |
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| • | Change in strategy resulting in a decreased holding period; | | | | | | | | | | | | | | |
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| • | Decreased occupancy levels; | | | | | | | | | | | | | | |
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| • | Deterioration of the rental market as evidenced by rent decreases over numerous quarters; | | | | | | | | | | | | | | |
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| • | Properties adjacent to or located in the same submarket as those with recent impairment issues; | | | | | | | | | | | | | | |
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| • | Significant decrease in market price; and/or | | | | | | | | | | | | | | |
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| • | Tenant financial problems. | | | | | | | | | | | | | | |
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The intended use of an asset, either held for sale or held and used, can significantly impact the measurement of asset recoverability. If an asset is intended to be held and used, the impairment analysis is based on a two-step test. |
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The first test measures estimated expected future cash flows over the holding period, including a residual value (undiscounted and without interest charges), against the carrying value of the property. If the asset fails that test, the asset carrying value is compared to the estimated fair value with the excess of the asset’s carrying value over the estimated fair value recognized as an impairment charge to earnings. |
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We recorded no impairment charges related to properties held and used in 2013 and 2012. We recorded impairments of $3.4 million and $2.1 million related to assets held for sale during the years ended December 31, 2013 and 2012. |
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Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair Value Measurements |
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ASC 825, Financial Instruments, requires the disclosure of fair value information about financial instruments whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value. |
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Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement, establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability. |
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Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: |
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Level 1. Quoted prices in active markets for identical instruments. |
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Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
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Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
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Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument. |
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We generally determine or calculate the fair value of financial instruments using quoted market prices in active markets when such information is available or use appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow. |
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Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, notes receivable, receivable from related parties, tenant and other receivables, other assets, deferred costs and deposits, deferred financing costs, accounts payable and accrued liabilities, payable to related parties, prepaid rent, security deposits and deferred revenue and loans payable. With the exception of notes receivable, note receivable from related party and notes payable discussed below, we consider the carrying values to approximate fair value for such financial instruments because of the short period of time between origination of the instruments and their expected payment. |
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As of December 31, 2013 and December 31, 2012, the fair value of notes receivable was $ 0.3 million and $ 1.0 million, compared to the carrying value of $ 0.2 million and $ 0.9 million, respectively. The fair value of notes receivable is estimated by discounting the expected cash flows at current market rates at which management believes similar loans would be made. In December 2011, the Servant Investments and the Servant Healthcare notes receivable were restructured to provide for the settlement of the notes in the amount of $2.5 million, $1.5 million of which was received from the borrower in December 2011. The remaining $1.0 million is payable pursuant to a promissory note of Servant Healthcare which provides for interest at a fixed rate of 5.00% per annum. A principal payment of $0.7 million, plus accrued interest, was paid on December 22, 2013 and the remaining balance of $0.3 million, plus any accrued and unpaid interest, is due on December 22, 2014. As the inputs to our valuation estimate are neither observable in nor supported by market activity, our notes receivable are classified as Level 3 assets within the fair value hierarchy. |
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As of December 31, 2013 and December 31, 2012, the fair value of notes payable was $52.9 million and $51.0 million, compared to the carrying value of $52.8 million and $50.3 million, respectively. The fair value of notes payable was estimated using lending rates available to us for financial instruments with similar terms and maturities. To estimate fair value as of December 31, 2013, we utilized a discount rate of 5.25%. As the inputs to our valuation estimate are neither observable in nor supported by market activity, our notes payable are classified as Level 3 assets within the fair value hierarchy. The carrying values noted above include notes payable classified on our consolidated balance sheets as liabilities associated with real estate held for sale totaling $0 and $21.8 million as of December 31, 2013 and December 31, 2012, respectively. |
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As a result of our ongoing analysis for potential impairment of our investments in real estate, including properties classified as held for sale, we were required to adjust the carrying value of certain assets to their estimated fair values as of December 31, 2013 (see Note 4). |
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There were no assets measured at fair value on a nonrecurring basis during the year ended December 31, 2013. |
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The following table summarizes the assets measured at fair value on a nonrecurring basis during the year ended December 31, 2012: |
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| | Total Fair | | Quoted | | Significant | | Significant | | Total | |
Value | Prices | Other | Unobservable | Losses |
Measurement | in Active | Observable | Inputs | for the |
| Markets | Inputs | (Level 3) | Year |
| for | (Level 2) | | Ended |
| Identical | | | December 31, 2012 |
| Assets | | | |
| (Level 1) | | | |
Assets held for sale | | $ | 1,612,000 | | $ | 1,612,000 | | $ | — | | $ | — | | $ | -937,000 | |
Variable interest entity held for sale | | $ | 3,760,000 | | $ | — | | $ | 3,760,000 | | $ | — | | $ | -1,140,000 | |
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The investments in real estate measured at fair value less estimated selling costs was deemed to be a level one asset as its fair value was derived from an offer for the property for which a purchase and sale agreement had been executed. |
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The variable interest entity held for sale measured at fair value, less estimated selling costs, during the second quarter of 2012 was deemed to be a Level 2 asset as we had received a formal offer for the property. As of the valuation date, we did not believe that this asset was a Level 1 asset because a purchase and sale agreement had not been executed, giving the potential buyer the right to opt out of the transaction at its discretion. |
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At December 31, 2013 and December 31, 2012, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our consolidated financial statements. |
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Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' |
Variable Interest Entities |
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The Company analyzes its contractual and/or other interests to determine whether such interests constitute an interest in a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation, and, if so, whether the Company is the primary beneficiary. If the Company is determined to be the primary beneficiary of a VIE, it must consolidate the VIE. A VIE is an entity with insufficient equity investment or in which the equity investors lack some of the characteristics of a controlling financial interest. In determining whether it is the primary beneficiary, the Company considers, among other things, whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, including, but not limited to, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE. The Company also considers whether it has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE (see Notes 5 and 10). |
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Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | ' |
Tenant and Other Receivables, net |
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Tenant and other receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income on a straight-line basis. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts, which approximates fair value. Management assesses the realizability of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, are estimated to become uncollectible. For the years ended December 31, 2013 and 2012, (recoveries)/provisions for bad debt amounted to approximately $7,000 and ($13,000), respectively, which are included in property operating and maintenance expenses in the accompanying consolidated statements of operations. Our allowance for doubtful accounts was $ 0 and $0.2 million as of December 31, 2013 and 2012. |
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Other Assets Net [Policy Text Block] | ' |
Other Assets, net |
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Other assets consist primarily of leasing commissions, net of amortization, and prepaid insurance. Additionally, other assets will be amortized to expense over their future service periods. Balances without future economic benefit are expensed as they are identified. |
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Leasing commissions are stated at cost and amortized on a straight-line basis over the related lease term. As of December 31, 2013 and December 31, 2012, we incurred approximately $2.6 million and $2.2 million in leasing commissions, respectively. Amortization expense for the years ended December 31, 2013 and 2012 was approximately $0.2 million and $0.2 million, respectively. |
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Deferred Charges, Policy [Policy Text Block] | ' |
Deferred Costs and Deposits |
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Deferred costs and deposits primarily consist of deposit on potential acquisitions and utility deposits. |
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Deferred Financing Costs [Policy Text Block] | ' |
Deferred Financing Costs |
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Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using the straight-line basis which approximates the effective interest rate method, over the contractual terms of the respective financings. |
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Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition and Valuation of Receivables |
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Revenue is recorded in accordance with ASC 840, Leases, and SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements, as amended” (“SAB 104”). Such accounting provisions require that revenue be recognized after four basic criteria are met. These four criteria include persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants. |
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Consolidation, Subsidiary Stock Issuances, Policy [Policy Text Block] | ' |
Noncontrolling Interest in Consolidated Subsidiary |
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Noncontrolling interest relates to the interest in the consolidated entities that are not wholly-owned by us. |
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On January 1, 2009, we adopted ASC 810-10-65, “Consolidation”, which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statements of operations, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. |
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We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made. |
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Regulatory Income Taxes, Policy [Policy Text Block] | ' |
Income Taxes |
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We have elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) beginning with our taxable year ending December 31, 2006. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service were to grant us relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will be organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate for the foreseeable future in such a manner so that we will remain qualified as a REIT for federal income tax purposes. |
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Income Tax Uncertainties, Policy [Policy Text Block] | ' |
Uncertain Tax Positions |
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In accordance with the requirements of ASC 740, “Income Taxes,” favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that our adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income, which results in our taxable income being passed through to our stockholders. A REIT is subject to a 100% tax on the net income from prohibited transactions. A “prohibited transaction” is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor provision which, if met, expressly prevents the Internal Revenue Service from asserting the prohibited transaction test. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations. |
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Basic and Diluted Net Loss Per Common Share Applicable to Common Shares [Policy Text Block] | ' |
Basic and Diluted Net Loss and Distributions per Common Share |
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Basic and diluted net loss per common share applicable to common shares is computed by dividing net loss applicable to common shares by the weighted-average number of common shares outstanding for the period. For each of the years ended December 31, 2013 and 2012, 40,000 stock options, held by our independent directors, have been excluded from the weighted-average number of shares outstanding since their effect was anti-dilutive. |
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Basic and diluted net loss per share is calculated as follows: |
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| | Year Ended | | Year Ended | | | | | | | | | | |
December 31, | December 31, | | | | | | | | | |
2013 | 2012 | | | | | | | | | |
Net loss applicable to common shares | | $ | -890,000 | | $ | -7,458,000 | | | | | | | | | | |
Basic and diluted net loss per common share applicable to common shares | | $ | -0.04 | | $ | -0.33 | | | | | | | | | | |
Weighted-average number of shares outstanding — basic and diluted | | | 23,028,285 | | | 23,028,285 | | | | | | | | | | |
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The Company declared no cash distributions per common share during the years ended December 31, 2013 and 2012. |
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Reclassification, Policy [Policy Text Block] | ' |
Reclassification |
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Assets sold or held for sale and associated liabilities have been reclassified on the consolidated balance sheets and operating results and impairments have been reclassified from continuing to discontinued operations. |
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New Accounting Pronouncements, Policy [Policy Text Block] | ' |
New Accounting Pronouncements |
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On January 1, 2013, we adopted Accounting Standards Update ("ASU") 2012-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2012-04 requires incremental fair value disclosures in the notes to the financial statements. The adoption of this guidance did not have a material impact on our consolidated financial statements. |
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