EQUITY AND NONCONTROLLING INTEREST

9 Months Ended

Sep. 30, 2020

Noncontrolling Interest [Abstract]

EQUITY AND NONCONTROLLING INTEREST

EQUITY AND NONCONTROLLING INTEREST

Share Repurchase Program

In March 2020, the Company’s Board of Trustees authorized a share repurchase program for up to $200 million of the Company’s common shares. Under the program, the Company may repurchase its shares from time to time in the open market or in privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume and general market conditions. The share repurchase program does not obligate the Company to acquire any particular amount of common shares and may be suspended or discontinued at any time at the Company’s discretion.

During the third quarter of 2020, no shares were repurchased by the Company. Cumulative total purchases since inception are 5.9 million shares at a weighted average share price of $9.22 amounting to $54.1 million.

Dividends and Distributions

Beginning in the second quarter, we temporarily suspended our dividend as a result of the COVID-19 pandemic and resulting uncertainty, and as such, no dividends were declared on our common shares or OP units during the three months ended September 30, 2020. During the three months ended September 30, 2019, the Company declared distributions on our common shares and OP units of $0.22 per share/unit. During the nine months ended September 30, 2020 and 2019, respectively, the Company declared distributions on our common shares and OP units of $0.22 and $0.66 per share/unit in the aggregate.

Noncontrolling Interests in Operating Partnership

Noncontrolling interests in the Operating Partnership reflected on the consolidated balance sheets of the Company are comprised of OP units and limited partnership interests in the Operating Partnership in the form of LTIP unit awards. LTIP unit awards were granted to certain executives pursuant to our 2015 Omnibus Share Plan (the “Omnibus Share Plan”) and our 2018 Inducement Equity Plan (the “Inducement Plan”). OP units were issued to contributors in exchange for their property interests in connection with the Company’s property acquisitions in 2017.

The total of the OP units and LTIP units represent a 3.9% and 4.1% weighted-average interest in the Operating Partnership for the three and nine months ended September 30, 2020, respectively. Holders of outstanding vested LTIP units may, from and after two years from the date of issuance, redeem their LTIP units for cash, or for the Company’s common shares on a one-for-one basis, solely at our election. Holders of outstanding OP units may redeem their units for cash or the Company’s common shares on a one-for-one basis, solely at our election.

In connection with the separation from Vornado Realty L.P. (“VRLP”), the Company issued 5.7 million OP units, which represented a 5.4% interest in the Operating Partnership, to VRLP in exchange for interests in VRLP properties contributed by VRLP. On February 28, 2019, the Company issued 5.7 million common shares to VRLP, in exchange for an equal number of OP units after receiving a notice of redemption from VRLP. The issuance is exempt from registration in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that no public offering was made.

Noncontrolling Interest in Consolidated Subsidiaries

The noncontrolling interest relates to the 5% interest held by others in our property in Walnut Creek, CA (Mount Diablo). The net income (loss) attributable to noncontrolling interest is presented separately in our consolidated statements of income.