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Beneficiaries Equity of the Parent Company
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
BENEFICIARIES' EQUITY OF THE PARENT COMPANY

11. 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,

 

 

2017

 

 

2016

 

 

2015

 

 

Basic

 

 

Diluted

 

 

Basic

 

 

Diluted

 

 

Basic

 

 

Diluted

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

121,859

 

 

$

121,859

 

 

$

40,501

 

 

$

40,501

 

 

$

(30,740

)

 

$

(30,740

)

Net (income) loss attributable to noncontrolling interests

 

(1,009

)

 

 

(1,009

)

 

 

(310

)

 

 

(310

)

 

 

339

 

 

 

339

 

Nonforfeitable dividends allocated to unvested restricted shareholders

 

(327

)

 

 

(327

)

 

 

(341

)

 

 

(341

)

 

 

(329

)

 

 

(329

)

Preferred share dividends

 

(2,032

)

 

 

(2,032

)

 

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

 

 

(6,900

)

Preferred share redemption charge

 

(3,181

)

 

 

(3,181

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income (loss) attributable to common shareholders

$

115,310

 

 

$

115,310

 

 

$

32,950

 

 

$

32,950

 

 

$

(37,630

)

 

$

(37,630

)

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

175,484,350

 

 

 

175,484,350

 

 

 

175,018,163

 

 

 

175,018,163

 

 

 

178,162,160

 

 

 

178,162,160

 

Contingent securities/Share based compensation

 

-

 

 

 

1,323,816

 

 

 

-

 

 

 

992,651

 

 

 

-

 

 

 

-

 

Weighted-average shares outstanding

 

175,484,350

 

 

 

176,808,166

 

 

 

175,018,163

 

 

 

176,010,814

 

 

 

178,162,160

 

 

 

178,162,160

 

Earnings (loss) per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

$

0.66

 

 

$

0.65

 

 

$

0.19

 

 

$

0.19

 

 

$

(0.21

)

 

$

(0.21

)

 

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 1,479,799 in both 2017 and 2016, and 1,535,102 in 2015, 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, 2017, 2016 and 2015, earnings representing nonforfeitable dividends were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Amended and Restated 1997 Long-Term Incentive Plan.

Common and Preferred Shares

On December 7, 2017, the Parent Company declared a distribution of $0.18 per common share, totaling $32.4 million, which was paid on January 23, 2018 to shareholders of record as of January 9, 2018.

On April 11, 2017, the Parent Company redeemed all of its outstanding 4,000,000 Series E Preferred Shares at an aggregate redemption price of $25.51 per share, which includes $2.0 million of dividends accrued through the redemption date. The redemption was funded with existing cash balances on hand.

Also on April 11, 2017, the Parent Company recognized a $3.2 million charge related to the underwriting discount and related expenses incurred at issuance of the Series E Preferred Shares on April 11, 2012. This charge is included in the earnings per share calculations above, as well as within the Parent Company’s consolidated income statements as a reduction in net income to arrive at net income attributable to common shareholders under the caption “Preferred share redemption charge.” There were no comparable charges for the years ended December 31, 2016 or 2015.

Common Share Repurchases

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares.  As of July 22, 2015, $100.0 million common share were authorized for repurchase under the program. During the years ended December 31, 2017 and 2016, there were no share repurchases under the program. During the year ended December 31, 2015, the Company repurchased and retired 5,209,437 common shares at an average purchase price of $12.90 per share and totaling $67.3 million. All of the repurchases under the current common share repurchase program occurred during 2015. The Company expects to fund any additional share repurchases with a combination of available cash balances and availability under its unsecured revolving credit facility. 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 the Company’s 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.

In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased.  On July 22, 2015, the Parent Company's Board of Trustees authorized the repurchase of up to $100.0 million common shares, with a corresponding retirement of a number of common units equal to the number of common shares repurchased. The Company expects to fund the unit repurchases with a combination of available cash balances and availability under its unsecured revolving credit facility. During the years ended December 31, 2017 and 2016, there were no unit repurchases under the program.  During the year ended December 31, 2015, the Company repurchased and retired 5,209,437 common units at an average purchase price of $12.90 per unit and totaling $67.3 million. All of the repurchases under the current common unit repurchase program occurred during 2015. The timing and amounts of any purchases will depend on a variety of factors, including market conditions, regulatory requirements, unit prices, capital availability and other factors as determined by the Company’s management team. The repurchase program does not require the purchase of any minimum number of units and may be suspended or discontinued at any time without notice.

The common shares repurchased 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 share (at $0.01 par value per share) and a decrease to additional paid-in-capital.

Continuous Offering Program

On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), under which it may sell up to an aggregate of 16,000,000 common shares until January 10, 2020 in at-the-market offerings. In connection with the commencement of the Offering Program, $0.2 million of upfront costs were recorded to Additional Paid-in Capital. This program is a replacement of a prior continuous offering program that expired on November 3, 2016.

During 2017, the Parent Company issued 2,858,991 common shares under the Offering Program at a weighted average price per share of $18.19, receiving cash proceeds, net of issuance costs, of $51.2 million. No shares were issued during 2016 or 2015 under the Offering Program. The Parent Company has the ability to issue a total of 16,000,000 shares under the program through January 10, 2020, of which 13,141,009 common shares remain available for future issuance.