XML 30 R12.htm IDEA: XBRL DOCUMENT
v3.19.3

EQUITY AND MEZZANINE EQUITY | 9 Months Ended
--- | ---
Sep. 30, 2019
Equity [Abstract] |
EQUITY AND MEZZANINE EQUITY | EQUITY AND MEZZANINE EQUITY Operating Partnership Units. The Operating Partnership had 1.2 million and 1.4 million outstanding Units at September 30, 2019 and December 31, 2018, respectively. Common Shares and Equity Awards. Common shares outstanding on September 30, 2019 and December 31, 2018, totaled 11.6 million and 11.9 million, respectively. There were 8,662 shares issued upon the vesting of equity awards under our 2015 Incentive Plan during the three months ended September 30, 2019, with a total grant-date fair value of $473,000. During the nine months ended September 30, 2019, we issued 15,380 shares, with a total grant-date fair value $930,000. During the three and nine months ended September 30, 2018, we issued 1,022 shares, with a total grant-date fair value of $67,000 and 7,248 shares, with a total grant-date fair value of $479,000, respectively, under our 2015 Incentive Plan. These shares vest based on performance and service criteria. Exchange Rights. Pursuant to the exercise of Exchange Rights, we redeemed Units during the three and nine months ended September 30, 2019 and 2018 as detailed in the table below.
| (in thousands, except per Unit amounts)
Three Months Ended September 30, | Number of Units |  |  | Aggregate Cost(1) |  |  | Average Price Per Unit |
2019 | — |  |  | $ | 11 |  |  | $ | 62.10 |
2018 | — |  |  | $ | 4 |  |  | $ | 54.70 |
Nine Months Ended September 30, |  |  |  |  |
2019 | 136 |  |  | $ | 8,135 |  |  | $ | 59.99 |
2018 | 49 |  |  | $ | 2,751 |  |  | $ | 55.84 |
(1) | The redemption price is determined using the volume weighted average price for the ten trading days prior to the date a unitholder provides notification of their intent to redeem units.
We also redeemed Units in exchange for common shares in connection with Unitholders exercising their Exchange Rights during the three and nine months ended September 30, 2019 and 2018 as detailed in the table below.
| (in thousands)
Three Months Ended September 30, | Number of Units |  |  | Total Book Value |
2019 | — |  |  | $ | 10 |
2018 | 21 |  |  | $ | 624 |
Nine Months Ended September 30, |  |  |
2019 | 8 |  |  | $ | 511 |
2018 | 24 |  |  | $ | 658 |
Share Repurchase Program. On December 14, 2018, our Board of Trustees reauthorized our $50 million share repurchase program for an additional one-year period. Under this program, we may repurchase common shares in open-market purchases, including pursuant to Rule 10b5-1 and Rule 10b-18 plans, as determined by management and in accordance with the requirements of the SEC. The extent to which we repurchase our shares, and the timing of repurchases, will depend on a variety of factors, including market conditions, regulatory requirements, and other corporate considerations, as determined by the executive management team. This program may be suspended or discontinued at any time. As of September 30, 2019, $15.4 million remained available under our $50 million authorized share repurchase program. Common shares repurchased during the three and nine months ended September 30, 2019 and 2018 are detailed in the table below.
| (in thousands, except per share amounts)
Three Months Ended September 30, | Number of Shares |  |  | Aggregate Cost(1) |  |  | Average Price Per Share(1) |
2019 | 39 |  |  | $ | 2,346 |  |  | $ | 59.57 |
2018 | — |  |  | — |  |  | — |
Nine Months Ended September 30, |  |  |  |  |
2019 | 329 |  |  | $ | 18,023 |  |  | $ | 54.69 |
2018 | 67 |  |  | $ | 3,415 |  |  | $ | 51.26 |
(1) | Amount includes commissions.
Series C Preferred Shares. Series C preferred shares outstanding were 4.1 million shares at September 30, 2019 and December 31, 2018. The Series C preferred shares are nonvoting and redeemable for cash at $25.00 per share at our option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $1.65625 per share, which is equal to 6.625% of the $25.00 per share liquidation preference ($103.0 million liquidation preference in the aggregate). Series D Preferred Units (Mezzanine Equity). On February 26, 2019, we issued 165,600 newly created Series D preferred units at an issuance price of $100 per preferred unit as partial consideration for the acquisition of SouthFork Townhomes. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issue price. Each Series D preferred unit is convertible, at the holder's option, into 1.37931 Units, representing a conversion exchange rate of $72.50 per unit. The holders of the Series D preferred units do not have any voting rights. Redeemable Noncontrolling Interests (Mezzanine Equity). Redeemable noncontrolling interests on our Condensed Consolidated Balance Sheets represent the noncontrolling interest in joint ventures in which our unaffiliated partner, at its election, could require us to buy its interest at a purchase price to be determined by an appraisal conducted in accordance with the terms of the agreement, or at a negotiated price. During the nine months ended September 30, 2019, we acquired the remaining 34.5% noncontrolling interests in the real estate partnership that owns Commons and Landing at Southgate for $1.3 million. Below is a table reflecting the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2019.
| (in thousands)
Balance at December 31, 2018 | $ | 5,968 |
Net income | (174 | )
Acquisition of redeemable noncontrolling interests | (5,794 | )
Balance at September 30, 2019 | $ | — |

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration