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Beneficiaries Equity of the Parent Company
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
BENEFICIARIES’ EQUITY OF THE PARENT COMPANY

12. BENEFICIARIES’ EQUITY OF THE PARENT COMPANY

Earnings per Share (EPS)

The following tables detail the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

 

 

Year ended December 31,

 

 

2015

 

 

2014

 

 

2013

 

 

Basic

 

 

Diluted

 

 

Basic

 

 

Diluted

 

 

Basic

 

 

Diluted

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

$

(30,740

)

 

$

(30,740

)

 

$

6,024

 

 

$

6,024

 

 

$

38,982

 

 

$

38,982

 

Net income (loss) from continuing operations attributable to non-controlling interests

 

339

 

 

 

339

 

 

 

43

 

 

 

43

 

 

 

(357

)

 

 

(357

)

Nonforfeitable dividends allocated to unvested restricted shareholders

 

(329

)

 

 

(329

)

 

 

(349

)

 

 

(349

)

 

 

(363

)

 

 

(363

)

Preferred share dividends

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

Income (loss) from continuing operations available to common shareholders

 

(37,630

)

 

 

(37,630

)

 

 

(1,182

)

 

 

(1,182

)

 

 

31,362

 

 

 

31,362

 

Income from discontinued operations

 

-

 

 

 

-

 

 

 

908

 

 

 

908

 

 

 

4,152

 

 

 

4,152

 

Net income (loss) attributable to common shareholders

$

(37,630

)

 

$

(37,630

)

 

$

(274

)

 

$

(274

)

 

$

35,514

 

 

$

35,514

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

178,162,160

 

 

 

178,162,160

 

 

 

166,202,649

 

 

 

166,202,649

 

 

 

153,140,458

 

 

 

153,140,458

 

Contingent securities/Share based compensation

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,273,853

 

Weighted-average shares outstanding

 

178,162,160

 

 

 

178,162,160

 

 

 

166,202,649

 

 

 

166,202,649

 

 

 

153,140,458

 

 

 

154,414,311

 

Earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to common shareholders

$

(0.21

)

 

$

(0.21

)

 

$

(0.01

)

 

$

(0.01

)

 

$

0.20

 

 

$

0.20

 

Discontinued operations attributable to common shareholders

 

-

 

 

 

-

 

 

0.01

 

 

0.01

 

 

0.03

 

 

0.03

 

Net income (loss) attributable to common shareholders

$

(0.21

)

 

$

(0.21

)

 

$

-

 

 

$

-

 

 

$

0.23

 

 

$

0.23

 

 

The contingent securities/share based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods.

Redeemable common limited partnership units, totaling 1,535,102 in both 2015 and 2014 and 1,763,739 in 2013, were excluded from the diluted earnings per share computations because they are not dilutive.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the years ended December 31, 2015, 2014 and 2013, earnings representing nonforfeitable dividends were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the 1997 Plan.

Common and Preferred Shares

On December 8, 2015, the Parent Company declared a distribution of $0.15 per common share, totaling $26.5 million, which was paid on January 20, 2016 to shareholders of record as of January 6, 2016.  On December 8, 2015, the Parent Company declared distributions on its Series E Preferred Shares to holders of record as of December 30, 2015. These shares are entitled to a preferential return of 6.90% per annum on the $25.00 per share liquidation preference. Distributions paid on January 15, 2016 to holders of Series E Preferred Shares totaled $1.7 million.

On August 1, 2014, the Parent Company completed an underwritten offering of 21,850,000 common shares. The Parent Company contributed the net proceeds from the sale of the common shares, amounting to $335.0 million after deducting underwriting discounts and commissions and other offering expenses, to the Operating Partnership in exchange for partnership units of the Operating Partnership. The Operating Partnership intends to use the net proceeds for working capital, capital expenditures and other general corporate purposes, which may include acquisitions, developments and the repayment, repurchase and refinancing of debt.

On November 5, 2013, the Parent Company commenced a continuous equity offering program (the “Offering Program”), under which it may sell, in at-the-market offerings, up to an aggregate amount of 16,000,000 common shares until November 5, 2016. This Offering Program replaced a prior continuous equity offering program which expired on March 10, 2013.  The Parent Company may sell common shares in amounts and at times to be determined by the Parent Company. Actual sales will depend on a variety of factors to be determined by the Parent Company, including, among others, market conditions, the trading price of the Company’s common shares of beneficial interest and determinations by the Parent Company of the appropriate sources of funding. In conjunction with the Offering Program, the Parent Company engages sales agents who receive compensation, in aggregate, of up to 2% of the gross sales price per share sold. From inception of the Offering Program through December 31, 2015, the Parent Company has not sold any shares under the program, resulting in 16,000,000 remaining shares available for sale.

On April 10, 2013, the Parent Company closed a public offering of 12,650,000 common shares, inclusive of 1,650,000 common shares issued upon exercise by the underwriters of the option granted to them to purchase additional shares. The Parent Company contributed the net proceeds from the sale of shares, amounting to $181.5 million after deducting underwriting discounts and commissions and other offering expenses, to the Operating Partnership in exchange for partnership units of the Operating Partnership. The Operating Partnership continues to use the net proceeds for working capital, capital expenditures and other general corporate purposes, which may include acquisitions, developments and the repayment, repurchase and refinancing of debt.

Common Share Repurchases

The Parent Company maintains a share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase shares of its preferred and common stock with no expiration date. On July 22, 2015, the Parent Company's Board of Trustees authorized additional share repurchases of up to $100.0 million. Prior to the authorization 539,200 common shares were available for repurchase under the preexisting share repurchase program. The Company expects to fund the share repurchases with a combination of available cash balances and availability under our line of credit. As of December 31, 2015, 5,209,437 common shares have been repurchased and retired at an average purchase price of $12.90 per share and totaling $67.3 million. The timing and amounts of any purchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital availability and other factors as determined by our management team. The repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.

The common stock repurchases were retired and, as a result, were accounted for in accordance with Maryland law, which does not contemplate treasury stock. The repurchases were recorded as a reduction of common stock (at $0.01 par value per share) and a decrease to additional paid-in-capital.