16. EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

Earnings (loss) per common share and shareholders’ equity

The following is a summary of the elements used in calculating basic and diluted earnings (loss) per common share:

	For the year ended December 31,
	2014			2013			2012
	(Dollars and shares in thousands, except per share amounts)

Income (loss) from continuing operations	$	26,366		$	10,409		$	(13,276	)
Noncontrolling interests in the Operating Partnership	(302		)	(51		)	513
Noncontrolling interest in subsidiaries	(16		)	42			(1,918		)
Distribution to preferred shares (1)	(6,008		)	(6,008		)	(6,008		)
Income (loss) from continuing operations attributable to the Company’s common shareholders	$	20,040		$	4,392		$	(20,689	)

Total discontinued operations	336			31,585			16,904
Noncontrolling interests in the Operating Partnership	(5		)	(537		)	(406		)
Total discontinued operations attributable to the Company’s common shareholders	$	331		$	31,048		$	16,498

Net income (loss) attributable to the Company’s common shareholders	$	20,371		$	35,440		$	(4,191	)

Weighted-average shares outstanding	149,107			135,191			124,548
Share options and restricted share units (2)	1,756			2,551			—
Weighted-average diluted shares outstanding (3)	150,863			137,742			124,548

Earnings (loss) per common share:
Continuing operations	$	0.13		$	0.03		$	(0.17	)
Discontinued operations	0.01			0.23			0.14
Basic and diluted earnings (loss) per common share	$	0.14		$	0.26		$	(0.03	)

Earnings (loss) per common unit and capital

The following is a summary of the elements used in calculating basic and diluted earnings (loss) per common unit:

	For the year ended December 31,
	2014			2013			2012
	(Dollars and units in thousands, except per unit amounts)

Income (loss) from continuing operations	$	26,366		$	10,409		$	(13,276	)
Operating Partnership interests of third parties	(302		)	(51		)	513
Noncontrolling interest in subsidiaries	(16		)	42			(1,918		)
Distribution to preferred unitholders (1)	(6,008		)	(6,008		)	(6,008		)
Income (loss) from continuing operations attributable to common unitholders	$	20,040		$	4,392		$	(20,689	)

Total discontinued operations	336			31,585			16,904
Operating Partnership interests of third parties	(5		)	(537		)	(406		)
Total discontinued operations attributable to common unitholders	$	331		$	31,048		$	16,498

Net income (loss) attributable to common unitholders	$	20,371		$	35,440		$	(4,191	)

Weighted-average units outstanding	149,107			135,191			124,548
Unit options and restricted share units (2)	1,756			2,551			—
Weighted-average diluted units outstanding (3)	150,863			137,742			124,548

Earnings (loss) per common unit:
Continuing operations	$	0.13		$	0.03		$	(0.17	)
Discontinued operations	0.01			0.23			0.14
Basic and diluted earnings (loss) per common unit	$	0.14		$	0.26		$	(0.03	)

(1)

For each of the years ended December 31, 2014, 2013 and 2012, the Company declared cash dividends per preferred share/unit of $1.938.

(2)

For the year ended December 31, 2012, the potentially dilutive shares/units of approximately 2,000,000 were not included in the earnings per share/unit calculation as their effect is antidilutive.

(3)

For the years ended December 31, 2014, 2013 and 2012, the Company declared cash dividends per common share/unit of $0.550, $0.460 and $0.350, respectively.

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis. Outstanding noncontrolling interest units in the Operating Partnership were 2,257,486, 2,275,730 and 3,293,730 as of December 31, 2014, 2013 and 2012, respectively. There were 163,956,675, 139,328,366 and 131,794,547 common units outstanding as of December 31, 2014, 2013 and 2012, respectively.

Common and Preferred Shares

Pursuant to a previous sales agreement, the Company had an “at-the-market” equity program that enabled it to sell common shares through a sales agent. On May 7, 2013, the Company terminated the previous sales agreement with its previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with each of Wells Fargo Securities LLC; BMO Capital Markets Corp.; Jefferies LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and RBC Capital Markets, LLC (collectively, the “Sales Agents”). The Equity Distribution Agreements replaced the previous sale agreement and were amended on May 5, 2014 and October 2, 2014 to increase the number of common shares authorized for sale through “at-the-market” equity offerings. Pursuant to the Equity Distribution Agreements, as amended, the Company may sell, from time to time, up to 30 million common shares of beneficial interest through the Sales Agents.

During 2014, the Company sold a total of 15.2 million common shares under the agreements at an average sales price of $18.22 per share, resulting in net proceeds of $273.0 million after deducting offering costs. The proceeds from the sales conducted during the year ended December 31, 2014 were used to fund acquisitions of self-storage facilities and for general corporate purposes. As of December 31, 2014, 9.2 million common shares remained available for issuance under the Equity Distribution Agreements.

During 2013, the Company sold a total of 5.7 million common shares under the previous sales agreement and the Equity Distribution Agreements at an average sales price of $17.92 per share, resulting in net proceeds of $100.3 million after deducting offering costs. The proceeds from the sales conducted during the year ended December 31, 2013 were used to fund acquisitions of self-storage facilities and for general corporate purposes.

On October 20, 2014, the Parent Company completed its public offering of 7,475,000 common shares at a public offering price of $19.33, inclusive of the full exercise by the underwriters of their option to purchase 975,000 shares to cover over-allotments. The Company received approximately $143.0 million in net proceeds from the offering after deducting the underwriting discount and other offering expenses. The proceeds combined with the proceeds raised from the program were used for general corporate purposes including funding a portion of the Company’s investment activity.

The Parent Company had 3.1 million 7.75% Series A preferred shares outstanding as of December 31, 2014 and 2013, with a liquidation preference of $77.5 million, or $25.00 per share.