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Shareholders' equity | 9 Months Ended
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Sep. 30, 2014
Shareholders' equity |
Shareholders' equity | Note 8. Shareholders' equity Issuance of Class A Common Shares In July 2014, the Company issued 8,158,001 Class A common shares of beneficial interest, $0.01 par value per share, in connection with the acquisition of Beazer Pre-Owned Rental Homes, Inc. ("Beazer Rental Homes") (see Note 11). In August 2014, the Company issued 17,782,861 Class A common shares of beneficial interest, $0.01 par value per share, in an underwritten public offering and concurrent private placement, raising gross proceeds of $313.3 million before offering costs of $4.7 million. Participating Preferred Shares In May 2014, the Company issued 7,600,000 5.50% Series C participating preferred shares in an underwritten public offering and concurrent private placement, raising gross proceeds of $190.0 million before offering costs of $9.7 million. As of September 30, 2014, the initial liquidation preference, as adjusted by an amount equal to 50% of the cumulative change in value of an index based on the purchase prices of single-family properties located in our top 20 markets, for all of the Company's outstanding 5.0% Series A participating preferred shares, 5.0% Series B participating preferred shares and 5.5% Series C participating preferred shares was $439.0 million. Distributions In August 2014, our board of trustees declared a quarterly distribution of $0.05 per common share. Total quarterly distributions of approximately $10.2 million were paid on September 30, 2014, to common shareholders of record on September 15, 2014, and included in distributions to common shareholders in the accompanying condensed consolidated statement of equity. In August 2014, our board of trustees declared a quarterly distribution of $0.15113 per Series C Convertible Unit payable on October 10, 2014, to shareholders of record on September 30, 2014. Accordingly, a distribution payable to Series C Convertible Unit holders of $4.7 million has been recorded within amounts payable to affiliates in the accompanying condensed consolidated balance sheet as of September 30, 2014 (see Note 9), and included in distributions to noncontrolling interests in the accompanying condensed consolidated statement of equity. In August 2014, our board of trustees declared quarterly distributions of $0.3125 per share, $0.3125 per share and $0.34375 per share on our 5.0% Series A participating preferred shares, 5.0% Series B participating preferred shares and 5.5% Series C participating preferred shares, respectively. Total quarterly distributions of approximately $1.6 million, $1.4 million and $2.6 million on our 5.0% Series A participating preferred shares, 5.0% Series B participating preferred shares and 5.5% Series C participating preferred shares, respectively, which were paid on September 30, 2014, to shareholders of record on September 15, 2014, have been included in distributions to preferred shareholders in the accompanying condensed consolidated statement of equity. Noncontrolling interest Noncontrolling interest as reflected in the Company's condensed consolidated balance sheet primarily consists of the interest held by the Sponsor in units in the Company's Operating Partnership. As of September 30, 2014 and December 31, 2013, the Sponsor owned 13,787,292, or approximately 6.1% and 6.9%, respectively, of the total 225,261,198 and 199,291,586 Class A units in the Operating Partnership, respectively. Additionally, the Sponsor owned all 31,085,974 Series C convertible units and all 4,375,000 Series D convertible units in the Operating Partnership as of September 30, 2014, and December 31, 2013. Also included in noncontrolling interest are outside ownership interests in certain consolidated subsidiaries of the Company. Noncontrolling interest as reflected in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2014, primarily consisted of $4.7 million and $13.9 million, respectively, of preferred income allocated to Series C convertible units, $1.1 million and $2.5 million, respectively, of net loss allocated to Class A units, and $0.2 million and $0.2 million, respectively, of net loss allocated to noncontrolling interests in certain of the Company's consolidated subsidiaries. Noncontrolling interest as reflected in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2013, primarily consisted of $4.7 million and $10.2 million, respectively, of preferred income allocated to Series C convertible units, zero and $0.2 million, respectively, of preferred income allocated to Preferred Units (prior to the date of conversion) and $0.7 million and $0.8 million, respectively, of net loss allocated to Class A units. Also included in noncontrolling interest in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2013, was $0.2 million of net loss allocated to noncontrolling interests in certain of the Company's consolidated subsidiaries. 2012 Equity Incentive Plan During the nine months ended September 30, 2014, the Company granted stock options for 1,220,000 Class A common shares and 92,000 restricted stock units to certain employees of the Company under the 2012 Equity Incentive Plan. The options and restricted stock units granted during the nine months ended September 30, 2014, vest over four years and expire 10 years from the date of grant. The following table summarizes stock option activity under the plan for the nine months ended September 30, 2014 and 2013:
|  | For the Nine Months Ended, |
--- | --- | --- | ---
|  | September 30, 2014 |  | September 30, 2013 |
|  | Stock Options |  | Weighted-Average Exercise Price |  | Stock Options |  | Weighted-Average Exercise Price |
Outstanding at beginning of the period |  |  | 1,190,000 |  | $ | 15.48 |  |  | 700,000 |  | $ | 15.00 |
Granted |  |  | 1,220,000 |  |  | 16.74 |  |  | — |  |  | — |
Exercised |  |  | (28,750 | ) |  | 15.00 |  |  | — |  |  | — |
Forfeited |  |  | (216,250 | ) |  | 15.70 |  |  | (60,000 | ) |  | 15.00 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding at end of the period |  |  | 2,165,000 |  | $ | 16.17 |  |  | 640,000 |  | $ | 15.00 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable at end of the period |  |  | 131,250 |  | $ | 15.00 |  |  | — |  | $ | — |
The following table summarizes the Black-Scholes Option Pricing Model inputs used for valuation of the stock options for Class A common shares issued during the nine months ended September 30, 2014:
Weighted-average fair value |  | $ | 4.89 |
Weighted-average remaining life (years) |  |  | 9.4 |
Expected term (years) |  |  | 7.0 |
Dividend yield |  |  | 3.0 | %
Volatility |  |  | 37.3 | %
Risk-free interest rate |  |  | 2.2 | %
Total non-cash share-based compensation expense related to stock options and restricted stock units was $0.8 million and $1.9 million for the three and nine months ended September 30, 2014, respectively, and $0.2 million and $0.6 million for the three and nine months ended September 30, 2013, respectively. During the nine months ended September 30, 2014, stock options for 216,250 Class A common shares and 2,000 restricted stock units were forfeited and stock options for 2,165,000 Class A common shares and 90,000 restricted stock units remained outstanding as of September 30, 2014.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 + Details
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