Shareholders' Equity, Noncontrolling Interests and Other Comprehensive Income

12 Months Ended

Dec. 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

In addition to the ATM Program activity discussed below, the Company completed the following transactions in its Common Shares during the year ended December 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-based compensation totaling $8.8 million in connection with Restricted Shares and Units (Note 13).

In addition to the share repurchase activity discussed below, 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 equity issuance program (“ATM Program”) which provides the Company an efficient and low-cost vehicle for raising public equity to fund its capital needs. The Company entered into its current $250.0 million ATM Program (which replaced its prior program) in the second quarter of 2019 and also added an optional “forward purchase” component. The Company has not issued any shares on a forward basis during the year ended December 31, 2019. During the year ended December 31, 2019, the Company sold 5,164,055 Common Shares under its ATM Program for gross proceeds of $147.7 million, or $145.5 million net of issuance costs, at a weighted-average gross price per share of $28.61.

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 Common Shares for $55.1 million, inclusive of $0.1 million of fees, during the year ended December 31, 2018. During the year ended December 31, 2019 the Company made no repurchases under the share repurchase program, under which $145.0 million currently remains available.

Dividends and Distributions

The following table sets forth the dividends declared and/or paid during the years ended December 31, 2019 and 2018:

Date Declared	Amount Per Share		Record Date	Payment Date

November 8, 2017	$	0.27	December 29, 2017	January 13, 2018
February 27, 2018	$	0.27	March 30, 2018	April 13, 2018
May 11, 2018	$	0.27	June 29, 2018	July 13, 2018
August 7, 2018	$	0.27	September 28, 2018	October 15, 2018
November 13, 2018	$	0.28	December 31, 2018	January 15, 2019
February 28, 2019	$	0.28	March 29, 2019	April 15, 2019
May 9, 2019	$	0.28	June 28, 2019	July 15, 2019
August 13, 2019	$	0.28	September 30, 2019	October 15, 2019
November 5, 2019	$	0.29	December 31, 2019	January 15, 2020

Accumulated Other Comprehensive Income

The following tables set forth the activity in accumulated other comprehensive income for the years ended December 31, 2019, 2018 and 2017 (in thousands):

	Gains or Losses on Derivative Instruments
Balance at January 1, 2019	$	516

Other comprehensive loss before reclassifications		(35,674	)
Reclassification of realized interest on swap agreements		(872	)
Net current period other comprehensive loss		(36,546	)
Net current period other comprehensive loss attributable to noncontrolling interests		4,855
Balance at December 31, 2019	$	(31,175	)

Balance at January 1, 2018	$	2,614

Other comprehensive loss before reclassifications		(2,659	)
Reclassification of realized interest on swap agreements		71
Net current period other comprehensive loss		(2,588	)
Net current period other comprehensive loss attributable to noncontrolling interests		490
Balance at December 31, 2018	$	516

Balance at January 1, 2017	$	(798	)

Other comprehensive income before reclassifications		634
Reclassification of realized interest on swap agreements		3,317
Net current period other comprehensive income		3,951
Net current period other comprehensive income attributable to noncontrolling interests		(539	)
Balance at December 31, 2017	$	2,614

Noncontrolling Interests

The following tables summarize the change in the noncontrolling interests for the years ended December 31, 2019, 2018 and 2017 (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 $1.13 per Common OP Unit		(7,124	)		—			(7,124	)
Net income (loss) for the year ended December 31, 2019		3,836			(35,677	)		(31,841	)
Conversion of 307,663 Common OP Units to Common Shares by limited partners of the Operating Partnership		(5,104	)		—			(5,104	)
Other comprehensive loss - unrealized loss on valuation of swap agreements		(1,899	)		(3,036	)		(4,935	)
Reclassification of realized interest expense on swap agreements		(62	)		142			80
Noncontrolling interest contributions		—			161,628			161,628
Noncontrolling interest distributions		—			(94,289	)		(94,289	)
Employee Long-term Incentive Plan Unit Awards		10,411			—			10,411
Reallocation of noncontrolling interests ^(c)		(6,611	)		—			(6,611	)
Balance at December 31, 2019	$	97,670		$	546,987		$	644,657

Balance at January 1, 2018	$	102,921		$	545,519		$	648,440
Distributions declared of $1.09 per Common OP Unit		(6,888	)		—			(6,888	)
Net income (loss) for the year ended December 31, 2018		2,572			(49,709	)		(47,137	)
Conversion of 117,978 Common OP Units to Common Shares by limited partners of the Operating Partnership		(2,068	)		—			(2,068	)
Other comprehensive income - unrealized gain on valuation of swap agreements		(129	)		(681	)		(810	)
Reclassification of realized interest expense on swap agreements		(3	)		323			320
Noncontrolling interest contributions		—			47,560			47,560
Noncontrolling interest distributions		—			(24,793	)		(24,793	)
Employee Long-term Incentive Plan Unit Awards		12,374			—			12,374
Reallocation of noncontrolling interests ^(c)		(4,556	)		—			(4,556	)
Balance at December 31, 2018	$	104,223		$	518,219		$	622,442

Balance at January 1, 2017	$	95,422		$	494,126		$	589,548
Distributions declared of $1.05 per Common OP Unit		(6,453	)		—			(6,453	)
Net income (loss) for the year ended December 31, 2017		4,159			(1,321	)		2,838
Conversion of 81,453 Common OP Units to Common Shares by limited partners of the Operating Partnership		(1,541	)		—			(1,541	)
Other comprehensive loss - unrealized loss on valuation of swap agreements		85			(232	)		(147	)
Reclassification of realized interest expense on swap agreements		141			545			686
Noncontrolling interest contributions		—			85,206			85,206
Noncontrolling interest distributions		—			(32,805	)		(32,805	)
Employee Long-term Incentive Plan Unit Awards		10,457			—			10,457
Rebalancing adjustment ^(c)		651			—			651
Balance at December 31, 2017	$	102,921		$	545,519		$	648,440

(a)

Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 3,250,603, 3,329,640 and 3,328,873 Common OP Units at December 31, 2019, 2018 and 2017, respectively; (ii) 188 Series A Preferred OP Units at December 31, 2019, 2018 and 2017; (iii) 136,593 Series C Preferred OP Units at December 31, 2019, 2018 and 2017; and (iv) 2,673,484, 2,569,044 and 2,274,147 LTIP units at December 31, 2019, 2018 and 2017, respectively, as discussed in Share Incentive Plan (Note 13). 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.

Preferred OP Units

There were no issuances of Preferred OP Units during the year ended December 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 December 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 December 31, 2019, 5,000 Series C Preferred OP Units were converted into 17,165 Common OP Units and then into Common Shares.