EQUITY AND MEZZANINE EQUITY

12 Months Ended

Dec. 31, 2020

Operating Partnership Units. Outstanding Units in the Operating Partnership were 1.0 million Units at December 31, 2020 and 1.1 million Units at December 31, 2019.

Exchange Rights. Pursuant to the exercise of Exchange Rights, we redeemed Units for cash during the years ended December 31, 2020 and 2019 as detailed in the table below.


	(in thousands, except per Unit amounts)
	Number of	Aggregate		Average Price
	Units	Cost		Per Unit
Year Ended December 31, 2020	1	$	50	$	70.10
Year Ended December 31, 2019	136	$	8,142	$	60.02

We also redeemed Units in exchange for common shares during the years ended December 31, 2020 and 2019 as detailed in the table below.


	(in thousands)
	Number of	Total Book
	Units	Value
Year Ended December 31, 2020	81	$	(1,750)
Year Ended December 31, 2019	174	$	7,823

Common Shares and Equity Awards. Common shares outstanding on December 31, 2020 and 2019, totaled 13.0 million and 12.1 million, respectively. During the years ended December 31, 2020 and 2019, we issued approximately 21,000 and 18,000 common shares, respectively, with a total grant-date value of $1.0 million and $1.1 million, respectively, under our 2015 Incentive Plan, as share-based compensation for employees and trustees. During the years ended December 31, 2020 and 2019, approximately 2,400 and 3,300 common shares were forfeited under the 2015 Incentive Plan, respectively.

Equity Distribution Agreement. In November 2019, we entered into an equity distribution agreement in connection with an at-the-market offering ("2019 ATM Program") through which we may offer and sell common shares having an aggregate sales price of up to $150.0 million, in amounts and at times as we determine. The proceeds from the sale of common shares under the 2019 ATM Program are intended to be used for general corporate purposes, which may include the funding of future acquisitions, community renovations, and the repayment of indebtedness. As of December 31, 2020, we had common shares having an aggregate offering price of up to $68.5 million remaining available under the 2019 ATM Program.

The table below provides details on the sale of common shares during the years ended December 31, 2020 and 2019.


	(in thousands, except per share amounts)
	Number of Common Shares	Total Consideration(1)		Average Price Per Share(1)
Year ended December 31, 2020	829	$	59,187	$	71.39
Year ended December 31, 2019	308	$	22,019	$	72.29

(1)Total consideration is net of $901,000 and $310,000 in commissions for the years ended December 31, 2020 and 2019, respectively.

Share Repurchase Program. On December 7, 2016, our Board of Trustees authorized a share repurchase program to repurchase up to $50 million of our common shares over a one year period. This program was reauthorized for two additional one year periods. On December 5, 2019, our Board of Trustees terminated this share repurchase program and authorized a new share purchase program to repurchase up to $50 million of our common or preferred shares over a one-year period. Under this new repurchase program, we could repurchase common or preferred 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. This program expired on December 5, 2020. Shares repurchased during the years ended December 31, 2020 and 2019 are detailed in the table below.


	(in thousands, except per share amounts)
	Number of Common Shares	Number of Preferred Shares	Aggregate Cost(1)		Average Price Per Share(1)
Year ended December 31, 2020	—	237	$	5,629	$	23.75
Year ended December 31, 2019(2)	329	—	$	18,023	$	54.69

(1)Amount includes commissions.

(2)Repurchases during the year were under the prior repurchase program.

Issuance of Series C Preferred Shares. In the fiscal year ended April 30, 2018, we issued 4.1 million shares of our 6.625% Series C Cumulative Redeemable Preferred Shares ("Series C preferred shares"). As of December 31, 2020 and 2019, we had 3.9 million and 4.1 million Series C preferred shares outstanding, respectively. The Series C preferred shares are nonvoting and redeemable for cash at $25.00 per share at our option on or 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 ($97.0 million and $103.0 million liquidation preference in the aggregate, as of December 31, 2020 and 2019, respectively).

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. Changes in the redemption value are charged to common shares on our consolidated balance sheets from period to period. The holders of the Series D preferred units do not have any voting rights. Distributions to Series D unitholders are presented in the consolidated statements of equity within net income (loss) attributable to controlling interests and noncontrolling interests.

Redeemable Noncontrolling Interests (Mezzanine Equity). Redeemable noncontrolling interests on our consolidated balance sheets represent the noncontrolling interest in a joint venture 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. Redeemable noncontrolling interests are presented at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to common shares on our consolidated balance sheets. During the year ended December 31, 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. Activity of the redeemable noncontrolling interests is detailed in the table below.


	(in thousands)
	Year ended December 31,
	2019
Balance at beginning of fiscal year	$	5,968
Contributions	—
Net (loss) income	(174)
Acquisition of redeemable noncontrolling interests	(5,794)
Balance at close of fiscal year	$	—