Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared by the Company pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial
statements. Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments (consisting solely of normal recurring
matters) for a fair statement of the financial position of the Company as of September 30, 2011,
the results of its operations for the three- and nine-month periods ended September 30, 2011 and
2010 and its cash flows for the nine-month periods ended September 30, 2011 and 2010 have been
included. The results of operations for such interim periods are not necessarily indicative of the
results for a full year. These consolidated financial statements should be read in conjunction with
the Parent Company’s and the Operating Partnership’s consolidated financial statements and
footnotes included in their respective 2010 Annual Reports on Form 10-K filed with the SEC on
February 25, 2011.
Reclassifications and Out of Period Adjustment
Certain amounts have been reclassified in prior years to conform to the current year presentation.
The reclassifications are primarily due to the treatment of sold properties as discontinued
operations on the statement of operations for all periods presented.
During the first quarter of 2011, the Company recorded additional income of $0.5 million related to
electricity charges in prior years that were under-billed to a certain tenant. This resulted in the
overstatement of total revenue by $0.5 million during the first quarter of 2011 and in the
understatement of total revenue by $0.3 million and $0.2 million for the years ended December 31,
2009, and 2008, respectively. As management believes that this error was not material to prior
years’ consolidated financial statements and that the impact of recording the error in the current
period is not material to the Company’s consolidated financial statements, the Company recorded the
related adjustment in the first quarter of the current year.
The consolidated statement of operations for the second quarter of 2011 also contained an out of
period depreciation and amortization expense adjustment of $4.7 million relating to intangible
assets representing tenant relationships and in-place leases that should have been written off in
prior periods. This resulted in the overstatement of depreciation and amortization expense by $4.7
million in the current year. During the year ended December 31, 2010, depreciation and amortization
expense was overstated by $1.7 million and was understated by $1.4 million, $1.8 million, $1.7
million and $1.5 million during the years ended December 31, 2009, 2008, 2007, and 2006,
respectively. As management believes that this error was not material to prior years’ consolidated
financial statements and that the impact of recording the error in the current period is not
material to the Company’s consolidated financial statements, the Company recorded the related
adjustment in the second quarter of the current year.
Principles of Consolidation
When the Company obtains an economic interest in an entity, the Company evaluates the entity to
determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed
to be the primary beneficiary, in accordance with the accounting standard for the consolidation of
variable interest entities. The accounting standard for the consolidation of VIEs requires the
Company to qualitatively assess if the Company was the primary beneficiary of the VIEs based on
whether the Company had (i) the power to direct those matters that most significantly impacted the
activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of
the VIE that could potentially be significant to the VIE. For entities that the Company has
determined to be VIEs but for which it is not the primary beneficiary, its maximum exposure to loss
is the carrying amount of its investments, as the Company has not provided any guarantees other
than the guarantee described for PJP VII which was approximately $0.7 million at September 30, 2011
(see Note 4). Also, for all entities determined to be VIEs, the Company does not provide
financial support to the real estate ventures through liquidity arrangements, guarantees or other
similar commitments. When an entity is not deemed to be a VIE, the Company considers the provisions
of the same accounting standard to determine whether a general partner, or the general partners as
a group, controls a limited partnership or similar entity when the limited partners have certain
rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to
be the primary beneficiary and (ii) entities that are non-VIEs and controlled by the Company and in
which the limited partners neither have the ability to dissolve the entity or remove the Company
without cause nor any substantive participating rights. Entities that the Company accounts for
under the equity method (i.e., at cost, increased or decreased by the Company’s share of earnings
or losses, plus contributions, less distributions) include (i) entities that are VIEs and of which
the Company is not deemed to be the primary beneficiary (ii) entities that are non-VIEs which the
Company does not control, but over which the Company has the ability to exercise significant
influence and (iii) entities that are non-VIEs that the Company controls through its general
partner status, but the limited partners in the entity have the substantive ability to dissolve the
entity or remove the Company without cause or have substantive participating rights. The Company
continuously assesses its determination of whether an entity is a VIE and who the primary
beneficiary is, and whether or not the limited partners in an entity have substantive rights, more
particularly if certain events occur that are likely to cause a change in the original
determinations. The Company’s assessment includes a review of applicable documents such as, but not
limited, to applicable partnership agreements, real estate venture agreements, LLC agreements,
management and leasing agreements to determine whether the Company has control to direct the
business activities of the entities. The portion of the entities that are consolidated but not
owned by the Company is presented as non-controlling interest as of and during the periods
consolidated. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America 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 revenue and expenses during the
reporting period. Actual results could differ from those estimates. Management makes significant
estimates regarding revenue, valuation of real estate and related intangible assets and
liabilities, impairment of long-lived assets, allowance for doubtful accounts and deferred costs.
Operating Properties
Operating properties are carried at historical cost less accumulated depreciation and impairment
losses. The cost of operating properties reflects their purchase price or development cost.
Acquisition related costs are expensed as incurred. Costs incurred for the renovation and
betterment of an operating property are capitalized to the Company’s investment in that property.
Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments,
which improve or extend the life of the asset, are capitalized and depreciated over their estimated
useful lives. Fully-depreciated assets are removed from the accounts.
Purchase Price Allocation
The Company allocates the purchase price of properties to net tangible and identified intangible
assets acquired based on fair values. Above-market and below-market in-place lease values for
acquired properties are recorded based on the present value (using an interest rate which reflects
the risks associated with the leases acquired) of the difference between (i) the contractual
amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair
market lease rates for the corresponding in-place leases, measured over a period equal to the
remaining non-cancelable term of the lease (including the below market fixed renewal period, if
applicable). Capitalized above-market lease values are amortized as a reduction of rental income
over the remaining non-cancelable terms of the respective leases. Capitalized below-market lease
values are amortized as an increase to rental income over the remaining non-cancelable terms of the
respective leases, including any below market fixed-rate renewal periods.
Other intangible assets also include amounts representing the value of tenant relationships
and in-place leases based on the Company’s evaluation of the specific characteristics of each
tenant’s lease and the Company’s overall relationship with the respective tenant. The Company
generally estimates the cost to execute leases with terms similar to the remaining lease terms of
the in-place leases,
including leasing commissions, legal and other related expenses. This intangible asset is generally
amortized to expense over the remaining term of the respective leases and any fixed-rate bargain
renewal periods. Company estimates of value are made using methods similar to those used by
independent appraisers or by using independent appraisals. Factors considered by the Company in
this analysis include an estimate of the carrying costs during the expected lease-up periods
considering current market conditions and costs to execute similar leases. In estimating carrying
costs, the Company includes real estate taxes, insurance and other operating expenses and estimates
of lost rentals at market rates during the expected lease-up periods, which primarily range from
three to twelve months. The Company also considers information obtained about each property as a
result of its pre-acquisition due diligence, marketing and leasing activities in estimating the
fair value of the tangible and intangible assets acquired. The Company also uses the information
obtained as a result of its pre-acquisition due diligence as part of its consideration of the
accounting standard governing asset retirement obligations, and, when necessary, will record a
conditional asset retirement obligation as part of its purchase price.
Characteristics considered by the Company in allocating value to its tenant relationships include
the nature and extent of the Company’s business relationship with the tenant, growth prospects for
developing new business with the tenant, the tenant’s credit quality and expectations of lease
renewals, among other factors. The value of tenant relationship intangibles is generally amortized
over the remaining initial lease term and expected renewals, but in no event longer than the
remaining depreciable life of the building. The value of in-place leases is generally amortized
over the remaining non-cancelable term of the respective leases and any fixed-rate renewal periods.
In the event that a tenant terminates its lease, the unamortized portion of each intangible,
including in-place lease values and tenant relationship values, would be charged to expense and
market rate adjustments (above or below) would be recorded to revenue.
Impairment or Disposal of Long-Lived Assets
The accounting standard for property, plant and equipment provides a single accounting model for
long-lived assets classified as held-for-sale; defines the scope of businesses to be disposed of
that qualify for reporting as discontinued operations; and affects the timing of recognizing losses
on such operations.
The Company reviews long-lived assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The review of recoverability is based on an
estimate of the future undiscounted cash flows (excluding interest charges) expected to result from
the long-lived asset’s use and eventual disposition. These cash flows consider factors such as
expected future operating income, trends and prospects, as well as the effects of leasing demand,
competition and other factors. If impairment exists due to the inability to recover the carrying
value of a long-lived asset, an impairment loss is recorded to the extent that the carrying value
exceeds the estimated fair-value of the property. The Company is required to make subjective
assessments as to whether there are impairments in the values of the investments in long-lived
assets. These assessments have a direct impact on its net income because recording an impairment
loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash
flows is highly subjective and is based in part on assumptions regarding future occupancy, rental
rates and capital requirements that could differ materially from actual results in future periods.
Although the Company’s strategy is generally to hold its properties over the long-term, the Company
will dispose of properties to meet its liquidity needs or for other strategic needs. If the
Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an
impairment loss may be recognized to reduce the property to the lower of the carrying amount or
fair value less costs to sell, and such loss could be material. If the Company determines that
impairment has occurred and the assets are classified as held and used, the affected assets must be
reduced to their fair-value.
Where properties have been identified as having a potential for sale, additional judgments are
required related to the determination as to the appropriate period over which the undiscounted cash
flows should include the operating cash flows and the amount included as the estimated residual
value. Management determines the amounts to be included based on a probability weighted cash flow.
This requires significant judgment. In some cases, the results of whether an impairment is
indicated are sensitive to changes in assumptions input into the estimates, including the hold
period until expected sale.
During the Company’s impairment review for the nine month periods ended September 30, 2011 and
2010, the Company determined that no impairment charges were necessary.
The Company entered into development agreements related to two parcels of land under option for
ground lease that require the Company to commence development by December 31, 2012. If the Company
determines that it will not be able to start the construction by the date specified, or if the
Company determines development is not in its best economic interest and an extension of the
development period cannot be negotiated, the Company will have to write off all costs that it has
incurred in preparing these parcels of land for development amounting to $7.7 million as of
September 30, 2011.
Investments in Unconsolidated Real Estate Ventures
The Company accounts for its investments in unconsolidated Real Estate Ventures under the equity
method of accounting as it is not the primary beneficiary (for VIEs) and the Company exercises
significant influence, but does not control these entities under the provisions of the entities’
governing agreements pursuant to the accounting standard for the consolidation of VIEs.
Under the equity method, investments in unconsolidated joint ventures are recorded initially at
cost, as Investments in Real Estate Ventures, and subsequently adjusted for equity in earnings,
cash contributions, less distributions and impairments. On a periodic basis, management also
assesses whether there are any indicators that the value of the Company’s investments in
unconsolidated Real Estate Ventures may be other than temporarily impaired. An investment is
impaired only if the value of the investment, as estimated by management, is less than the carrying
value of the investment and the decline is other than temporary. To the extent impairment has
occurred, the loss shall be measured as the excess of the carrying amount of the investment over
the value of the investment, as estimated by management. The determination as to whether an
impairment exists requires significant management judgment about the fair value of its ownership
interest. Fair value is determined through various valuation techniques, including but not limited
to, discounted cash flow models, quoted market values and third party appraisals.
Revenue Recognition
Rental revenue is recognized on the straight-line basis from the later of the date of the
commencement of the lease or the date of acquisition of the property subject to existing leases,
which averages minimum rents over the terms of the leases. The straight-line rent adjustment
increased revenue by approximately $4.9 million and $13.2 million for the three and nine-month
periods ended September 30, 2011 and approximately $3.1 million and $7.0 million for the three and
nine-month periods ended September 30, 2010, respectively. Deferred rents on the balance sheet
represent rental revenue received prior to their due dates and amounts paid by the tenant for
certain improvements considered to be landlord assets that will remain as the Company’s property at
the end of the tenant’s lease term. The amortization of the amounts paid by the tenant for such
improvements is calculated on a straight-line basis over the term of the tenant’s lease and is a
component of straight-line rental income and increased revenue by $0.6 million and $1.7 million for
the three and nine-month periods ended September 30, 2011 and by $0.6 million and $2.2 million for
the three and nine-month periods ended September 30, 2010, respectively. Lease incentives, which
are included as reductions of rental revenue in the accompanying consolidated statements of
operations, are recognized on a straight-line basis over the term of the lease. Lease incentives
decreased revenue by $0.4 million and $1.0 million for the three and nine-month periods ended
September 30, 2011 and by $0.2 million and $1.2 million for the three and nine-month periods ended
September 30, 2010, respectively.
Leases also typically provide for tenant reimbursement of a portion of common area maintenance and
other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base
year level set in the lease or to the extent that the tenant has a lease on a triple net basis. For
certain leases, significant assumptions and judgments are made by the Company in determining the
lease term such as when termination options are provided to the tenant. The lease term impacts the
period over which minimum rents are determined and recorded and also considers the period over
which lease related costs are amortized. Termination fees received from tenants, bankruptcy
settlement fees, third party management fees, labor reimbursement and leasing income are recorded
when earned.
Stock-Based Compensation Plans
The Parent Company maintains a shareholder-approved equity-incentive plan known as the Amended and
Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the
Compensation Committee of the Parent Company’s Board of Trustees. Under the 1997 Plan, the
Compensation Committee is authorized to award equity and equity-based awards, including incentive
stock options, non-qualified stock options, restricted shares and performance-based shares. On
June 2, 2010, the Parent Company’s shareholders approved amendments to the 1997 Plan that, among
other things, increased the number of common shares available for future awards under the 1997 Plan
by 6,000,000 (of which 3,600,000 shares are available solely for options and share appreciation
rights). As of September 30, 2011, 5,788,395 common shares remained available for future awards
under the 1997 Plan (including 4,578,737 shares available solely for options and share appreciation
rights). Through September 30, 2011, all options awarded under the 1997 Plan had a one to ten-year
term.
The Company incurred stock-based compensation expense of $1.6 million and $4.9 million during the
three and nine-month periods ended September 30, 2011, of which $0.4 million and $1.1 million,
respectively, were capitalized as part of the Company’s review of employee salaries eligible for
capitalization. The Company recognized stock-based compensation expense of $1.7 million and $4.8
million during the three and nine-month periods ended September 30, 2010, of which $0.4 million and
$1.0 million, respectively, were also capitalized. The expensed amounts are included in general
and administrative expense on the Company’s consolidated income statement in the respective
periods.
Accounting for Derivative Instruments and Hedging Activities
The Company accounts for its derivative instruments and hedging activities in accordance with the
accounting standard for derivative and hedging activities. The accounting standard requires the
Company to measure every derivative instrument (including certain
derivative instruments embedded in other contracts) at fair value and record them in the balance
sheet as either an asset or liability. See disclosures below related to the accounting standard for
fair value measurements and disclosures.
For derivatives designated as fair value hedges, the changes in fair value of both the
derivative instrument and the hedged item are recorded in earnings. For derivatives designated as
cash flow hedges, the effective portions of changes in the fair value of the derivative are
reported in other comprehensive income while the ineffective portions are recognized in earnings.
The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and
floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest
rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of
fixed and/or variable interest rates based on agreed upon notional amounts.
Fair Value Measurements
The Company estimates the fair value of its outstanding derivatives and
available-for-sale-securities in accordance with the accounting standard for fair value
measurements and disclosures. The accounting standard defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. It also establishes a fair value hierarchy which requires an
entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs that may be used to measure
fair value. Financial assets and liabilities recorded on the Consolidated Balance Sheets are
categorized based on the inputs to the valuation techniques as follows:
In instances where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value hierarchy within which
the entire fair value measurement falls is based on the lowest level input that is significant to
the fair value measurement in its entirety. The Company’s assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
There were no items that were accounted for at fair value on a recurring basis as of September 30,
2011.
The following table sets forth the Company’s financial assets and liabilities that were accounted
for at fair value on a recurring basis as of December 31, 2010:
Non-financial assets and liabilities recorded at fair value on a non-recurring basis to which the
Company would apply the accounting standard where a measurement was required under fair value would
include:
There were no items that were accounted for at fair value on a non-recurring basis as of September
30, 2011.
As of September 30, 2011, the Company has an outstanding purchase money mortgage note with a
principal balance of $7.2 million that it extended to a buyer (the
“Borrower”) of its parcel of
land in Newtown, Pennsylvania in December 2006. During 2011, the Borrower, who is developing a
residential community, defaulted on the note and as a result, a forbearance agreement was entered
into between the Company and the Borrower. The Borrower also entered into another forbearance
agreement with a third party senior creditor bank related to its own loan. The forbearance
agreement between the Company and the Borrower outlined the repayment terms of the outstanding
debt and the payment of accrued interest by the Borrower and included, among other things, the
metrics for selling and settling on home sales over an agreed period of time. With the inherent
credit risk in collecting interest from the note, as provided in the forbearance agreement, the
Company will provide a full allowance for any accrued interest receivable. Construction has
already recommenced while loan repayments are scheduled to start in 2012. The Company believes
that based on terms of the forbearance agreement, the total note will be fully paid by 2014. Given
the current circumstances, the Company performed an impairment assessment of its note through a
valuation analysis of the land and other Borrower assets that are encumbered by the note and
determined that, as of September 30, 2011, the fair value of the land and other Borrowers
assets, net of carrying costs and estimated costs to sell exceeded the outstanding balance
of the note and therefore the note is recoverable based on the estimated fair values of the
aforementioned assets as of September 30, 2011. However, it is possible that the terms of the
forbearance agreement may not be met due to non-performance by the Borrower of the conditions
set forth in the said agreement or due to further deterioration in the housing market and could
cause an impairment of the Company’s note receivable which could be material to its consolidated
results of operations.
Income Taxes
Parent Company
The Parent Company has elected to be treated as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT,
the Parent Company is required to, among other things, distribute at least 90% of its annual REIT
taxable income to its shareholders and meet certain tests regarding the nature of its income and
assets. As a REIT, the Parent Company is not subject to federal and state income taxes with respect
to the portion of its income that meets certain criteria and is distributed annually to its
shareholders. Accordingly, no provision for federal and state income taxes is included in the
accompanying consolidated financial statements with respect to the operations of the Parent
Company. The Parent Company intends to continue to operate in a manner that allows it to meet the
requirements for taxation as a REIT. If the Parent Company fails to qualify as a REIT in any
taxable year, it will be subject to federal and state income taxes and may not be able to qualify
as a REIT for the four subsequent tax years. The Parent Company is subject to certain local income
taxes. Provision for such taxes has been included in general and administrative expenses in the
Parent Company’s Consolidated Statements of Operations and Comprehensive Income.
The Parent Company has elected to treat several of its subsidiaries as taxable REIT subsidiaries
(each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may
perform non-customary services for tenants, hold assets that the Parent Company, as a REIT, cannot
hold directly and generally may engage in any real estate or non-real estate related business.
Operating Partnership
In general, the Operating Partnership is not subject to federal and state income taxes, and
accordingly, no provision for income taxes has been made in the accompanying consolidated financial
statements. The partners of the Operating Partnership are required to include their respective
share of the Operating Partnership’s profits or losses in their respective tax returns. The
Operating Partnership’s tax returns and the amount of allocable Partnership profits and losses are
subject to examination by federal and state taxing authorities. If such examination results in
changes to the Operating Partnership profits or losses, then the tax liability of the partners
would be changed accordingly.
The Operating Partnership has elected to treat several of its subsidiaries as REITs under
Sections 856 through 860 of the Code. Each subsidiary REIT has met the requirements for treatment
as a REIT under Sections 856 through 860 of the Code, and, accordingly, no provision has been made
for federal and state income taxes in the accompanying consolidated financial statements. If any
subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT will be
subject to federal and state income taxes and may not be able to qualify as a REIT for the four
subsequent taxable years. Also, each subsidiary REIT may be subject to certain local income taxes.
The Operating Partnership has elected to treat several of its subsidiaries as taxable TRSs, which
are subject to federal, state and local income tax.
Recent Accounting Pronouncement
In June 2011, the Financial Accounting Standards Board (FASB) issued an amendment to the accounting
standard for the presentation of comprehensive income. The amendment requires entities to present
the total of comprehensive income, the components of net income, and the components of other
comprehensive income either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. In addition, the amendment requires entities to present on the
face of the financial statements reclassification adjustments for items that are reclassified from
other comprehensive income to net income in the statement(s) where the components of net income and
the components of other comprehensive income are presented. This amendment is effective for fiscal
years and interim periods beginning after December 15, 2011. The Company’s adoption of the new
standard will not have a material impact on its consolidated financial position or results of
operations as the amendment relates only to changes in financial statement presentation.
In May 2011, the FASB issued amendments to the accounting standard for fair value measurements and
disclosures. The amendments change the wording used to describe many of the requirements in U.S.
GAAP for measuring fair value and for disclosing information about fair value measurements. The
amendments are intended to create comparability of fair value measurements presented and disclosed
in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting
Standards. These amendments are effective for fiscal years and interim periods beginning after
December 15, 2011. The Company’s adoption of the new standard will not have a material impact on
its consolidated financial position or results of operations.
In December 2010, the FASB issued a new accounting standard for the disclosure of supplementary
pro-forma information for business combinations. This guidance clarifies that the disclosure of
supplementary pro-forma information for business combinations should be presented such that
revenues and earnings of the combined entity are calculated as though the relevant business
combinations that occurred during the current reporting period had occurred as of the beginning of
the comparable prior annual reporting period. The guidance also seeks to improve the usefulness of
the supplementary pro-forma information by requiring a description of the nature and amount of
material, non-recurring pro-forma adjustments that are directly attributable to the business
combinations. This new standard is effective for business combinations with an acquisition date on
or after the beginning of the first annual reporting period beginning on or after December 15,
2010. The Company’s adoption of this new standard did not have a material impact on its
consolidated financial position or results of operations.
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