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Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Income
 3 Months Ended
Mar. 31, 2019
Stockholders Equity Including Portion Attributable To Noncontrolling Interest [Abstract]  
Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Income

10. Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Income

Common Shares and Units

The Company completed the following transactions in its common shares during the three months ended March 31, 2019:

 

•

The Company withheld 2,468 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.

 

•

The Company recognized Common Share and Common OP Unit-based compensation totaling $1.9 million in connection with Restricted Shares and Units (Note 13) for the three months ended March 31, 2019 compared to $2.2 million for the three months ended March 31, 2018.

The Company completed the following transactions in its common shares during the year ended December 31, 2018:

 

•

The Company withheld 3,288 Restricted Shares to pay the employees’ statutory minimum income taxes due on the value of the portion of their Restricted Shares that vested.

 

•

The Company recognized Common Share and Common OP Unit-based compensation totaling $8.4 million in connection with Restricted Shares and Units (Note 13).

ATM Program

The Company has an at-the-market (“ATM”) equity issuance program which provides the Company an efficient and low-cost vehicle for raising public equity to fund its capital needs. During the first quarter, the Company sold 970,835 shares under its ATM program for gross proceeds of $28.2 million, at a weighted-average price of $29.08, or $27.8 million net of issuance costs.

Share Repurchase Program

During 2018, the Company’s board of trustees approved a new share repurchase program, which authorizes management, at its discretion, to repurchase up to $200.0 million of its outstanding Common Shares. The program does not obligate the Company to repurchase any specific number of Common Shares, and may be discontinued or extended at any time. The Company repurchased 2,294,235 shares for $55.1 million, inclusive of $0.1 million of fees, during the year ended December 31, 2018. During the three months ended March 31, 2019, the Company made no repurchases under the share repurchase program, under which $144.9 million currently remains available.

Dividends and Distributions

On November 15, 2018, the Board of Trustees declared a $0.28 per Common Share, which was an increase of $0.01 to the regular quarterly cash dividend and was paid on January 15, 2019 to holders of record as of December 31, 2018.

On February 28, 2019, the Board of Trustees declared $0.28 per Common Share regular quarterly cash dividend, which was paid on April 15, 2019 to holders of record as of March 29, 2019.

Accumulated Other Comprehensive Income

The following table sets forth the activity in accumulated other comprehensive income for the three months ended March 31, 2019 and 2018 (in thousands):

 

 

 

Gains or Losses

on Derivative

Instruments

 

Balance at January 1, 2019

 

$

516

 

 

 

 

 

 

Other comprehensive loss before reclassifications

 

 

(13,306

)

Reclassification of realized interest on swap agreements

 

 

(551

)

Net current period other comprehensive loss

 

 

(13,857

)

Net current period other comprehensive loss attributable to noncontrolling

   interests

 

 

2,320

 

Balance at March 31, 2019

 

$

(11,021

)

 

 

 

 

 

Balance at January 1, 2018

 

$

2,614

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

5,653

 

Reclassification of realized interest on swap agreements

 

 

363

 

Net current period other comprehensive income

 

 

6,016

 

Net current period other comprehensive income attributable to noncontrolling

   interests

 

 

(1,254

)

Balance at March 31, 2018

 

$

7,376

 

 

Noncontrolling Interests

The following table summarizes the change in the noncontrolling interests for the three months ended March 31, 2019 and 2018 (dollars in thousands):

 

 

 

Noncontrolling

Interests in

Operating

Partnership (a)

 

 

Noncontrolling

Interests in

Partially-Owned

Affiliates (b)

 

 

Total

 

Balance at January 1, 2019

 

$

104,223

 

 

$

518,219

 

 

$

622,442

 

Distributions declared of $0.28 per Common OP Unit

 

 

(1,781

)

 

 

—

 

 

 

(1,781

)

Net income (loss) for the three months ended March 31, 2019

 

 

931

 

 

 

(10,192

)

 

 

(9,261

)

Conversion of 174,529 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(2,953

)

 

 

—

 

 

 

(2,953

)

Other comprehensive loss - unrealized loss on valuation of swap agreements

 

 

(694

)

 

 

(1,605

)

 

 

(2,299

)

Reclassification of realized interest expense on swap agreements

 

 

(22

)

 

 

1

 

 

 

(21

)

Noncontrolling interest contributions

 

 

—

 

 

 

32,191

 

 

 

32,191

 

Noncontrolling interest distributions

 

 

—

 

 

 

(3,237

)

 

 

(3,237

)

Employee Long-term Incentive Plan Unit Awards

 

 

3,360

 

 

 

—

 

 

 

3,360

 

Rebalancing adjustment (c)

 

 

1,980

 

 

 

—

 

 

 

1,980

 

Balance at March 31, 2019

 

$

105,044

 

 

$

535,377

 

 

$

640,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2018

 

$

102,921

 

 

$

545,519

 

 

$

648,440

 

Distributions declared of $0.27 per Common OP Unit

 

 

(1,721

)

 

 

—

 

 

 

(1,721

)

Net income (loss) for the three months ended March 31, 2018

 

 

612

 

 

 

(12,191

)

 

 

(11,579

)

Conversion of 36,126 Common OP Units to Common Shares by limited partners of the Operating Partnership

 

 

(642

)

 

 

—

 

 

 

(642

)

Other comprehensive income - unrealized gain on valuation of swap agreements

 

 

274

 

 

 

886

 

 

 

1,160

 

Reclassification of realized interest expense on swap agreements

 

 

10

 

 

 

84

 

 

 

94

 

Noncontrolling interest distributions

 

 

—

 

 

 

(695

)

 

 

(695

)

Employee Long-term Incentive Plan Unit Awards

 

 

3,716

 

 

 

—

 

 

 

3,716

 

Rebalancing adjustment (c)

 

 

1,225

 

 

 

—

 

 

 

1,225

 

Balance at March 31, 2018

 

$

106,395

 

 

$

533,603

 

 

$

639,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 3,325,240 and 3,328,873 Common OP Units at March 31, 2019 and March 31, 2018; (ii) 188 Series A Preferred OP Units at March 31, 2019 and March 31, 2018; (iii) 136,593 Series C Preferred OP Units at March 31, 2019 and March 31, 2018; and (iv) 2,726,043 and 2,619,872 LTIP units at March 31, 2019 and March 31, 2018, respectively, as discussed in Share Incentive Plan (). Distributions declared for Preferred OP Units are reflected in net income (loss) in the table above.

(b)

Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns II, and six other subsidiaries.

(c)

Adjustment reflects the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving changes in ownership (the “Rebalancing”).

Preferred OP Units

There were no issuances of Preferred OP Units during the three months ended March 31, 2019.

In 1999 the Operating Partnership issued 1,580 Series A Preferred OP Units in connection with the acquisition of a property, which have a stated value of $1,000 per unit, and are entitled to a preferred quarterly distribution of the greater of (i) $22.50 ( 9% annually) per Series A Preferred OP Unit or (ii) the quarterly distribution attributable to a Series A Preferred OP Unit if such unit was converted into a Common OP Unit. Through March 31, 2019, 1,392 Series A Preferred OP Units were converted into 185,600 Common OP Units and then into Common Shares. The 188 remaining Series A Preferred OP Units are currently convertible into Common OP Units based on the stated value divided by $7.50. Either the Company or the holders can currently call for the conversion of the Series A Preferred OP Units at the lesser of $7.50 or the market price of the Common Shares as of the conversion date.

During 2016, the Operating Partnership issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to a third party to acquire Gotham Plaza (Note 4). The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit and are convertible into Common OP Units at a rate based on the share price at the time of conversion. If the share price is below $28.80 on the conversion date, each Series C Preferred OP Unit will be convertible into 3.4722 Common OP Units. If the share price is between $28.80 and $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into a number of Common OP Units equal to $100.00 divided by the closing share price. If the share price is above $35.20 on the conversion date, each Series C Preferred OP Unit will be convertible into 2.8409 Common OP Units. The Series C Preferred OP Units have a mandatory conversion date of December 31, 2025, at which time all units that have not been converted will automatically be converted into Common OP Units based on the same calculations. Through March 31, 2019, 5,000 Series C Preferred OP Units were converted into 17,165 Common OP Units and then into Common Shares.