Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

12. Non-Controlling Interests, Preferred Shares, Common Shares and Common Shares in Treasury

Non-Controlling Interests

In December 2021, the Company acquired its partner’s 33% interest in Paradise Village Gateway (Phoenix, Arizona) for $7.1 million, which is reflected as Additional Paid-in Capital in the Company’s Statement of Shareholder’s Equity (Note 5).  

The Company had 140,633 Operating Partnership Units (“OP Units”) outstanding to one partnership at December 31, 2021 and 2020.  These OP Units are exchangeable at the election of the OP Unit holder and, under certain circumstances at the option of the Company, for an equivalent number of the Company’s common shares or for the equivalent amount of cash.  These OP Units are subject to registration rights agreements covering shares equivalent to the number of OP Units held by the holder if the Company elects to settle in its common shares.  The OP Units are classified on the Company’s consolidated balance sheets as Non-Controlling Interests.

Preferred Shares

In 2021, the Company redeemed all $150.0 million aggregate liquidation preference of its 6.250% Class K Cumulative Redeemable Preferred Shares (the “Class K Preferred Shares”) at a redemption price of $500 per Class K Preferred Share (or $25.00 per depositary share) plus accrued and unpaid dividends of $7.2049 per Class K Preferred Share (or $0.3602 per depositary share).  The Company recorded a charge of $5.1 million to net income attributable to common shareholders, which represents the difference between the redemption price and the carrying amount immediately prior to redemption, which was recorded to additional paid-in capital upon original issuance.

The depositary shares, representing the Class A Cumulative Redeemable Preferred Shares (“Class A Preferred Shares”), each represent 1/20 of a Class A Preferred Share and have a liquidation value of $500 per share.  The Class A depositary shares are not redeemable by the Company prior to June 5, 2022, except in certain circumstances relating to the preservation of the Company’s status as a REIT.

The Company’s authorized preferred shares consist of the following:

• 750,000 of each: Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J and Class K Cumulative Redeemable Preferred Shares, without par value

• 750,000 Non-Cumulative Preferred Shares, without par value

• 2,000,000 Cumulative Voting Preferred Shares, without par value

Common Share Dividends

	For the Year Ended December 31,
	2021		2020		2019
Common share dividends declared per share	$	0.47	$	0.25	$	0.80

Common Shares Issuance

In 2021, the Company issued and sold 17.25 million common shares resulting in net proceeds of $225.3 million.

Common Shares – Continuous Equity Program

In 2021, the Company offered and sold 2,225,698 common shares on a forward basis under its $250 million continuous equity program at a weighted-average forward price of $15.77 per share before issuance costs, generating expected gross proceeds before issuance costs of $35.1 million.  The actual proceeds to be received by the Company will vary depending upon the settlement date, the number of shares designated for settlement on that settlement date and the method of settlement.  The forward price will be subsequently adjusted for a floating interest rate factor equal to a specified daily rate plus a spread and scheduled dividends during the applicable term.  The 2021 transactions may be settled at any time before at various dates through December 8, 2022.  Under limited circumstances or certain unanticipated events, the forward purchaser also has the ability to require the Company to physically settle the forward equity sale in shares prior to the applicable settlement date.  The Company intends to use proceeds received upon settlement of the transactions to fund acquisitions and capital expenditures and for general corporate purposes.  As of December 31, 2021, the Company had not settled any portion of the transactions.  The agreement to offer and sell shares on a forward basis is accounted for as an equity instrument.  The fair value will not be adjusted so long as the Company continues to meet the accounting requirements for equity instruments.

Common Shares in Treasury

In 2018, the Company’s Board of Directors authorized a $100 million common share repurchase program.  In 2020 and 2019, the Company repurchased 0.8 million shares and 1.2 million shares at an aggregate cost of $7.5 million and $14.1 million, respectively.  These shares were recorded as Treasury Shares on the Company’s consolidated balance sheets.