Shareholders’ Equity, Noncontrolling Interests and Other Comprehensive Income

Common Shares

The Company completed the following transactions in its common shares during the nine months ended September 30, 2017:


•	The Company withheld 4,314 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 $6.5 million in connection with Restricted Shares and Units (Note 13).


•	At the May 10 Shareholder Meeting, Shareholders approved an amendment to the Company’s Declaration of Trust to increase the authorized share capital of the Company from 100 million shares of beneficial interest to 200 million shares which became effective on July 24, 2017.

The Company completed the following transactions in its common shares during the year ended December 31, 2016:

•

The Company issued 4,500,000 Common Shares under its at-the-market (“ATM”) equity programs, generating gross proceeds of $157.6 million and net proceeds of $155.7 million. The Company has established a new ATM equity program, effective July 2016, with an additional aggregate offering amount of up to $250.0 million of gross proceeds from the sale of Common Shares, replacing its $200.0 million program that was launched in 2014. As of December 31, 2016 and September 30, 2017, there was $218.0 million remaining under this $250.0 million program.


•	The Company entered into a forward sale agreement to issue 3,600,000 Common Shares for gross proceeds of $126.8 million and net proceeds of $124.5 million. As of December 31, 2016, these shares have been physically settled.


•	The Company issued 4,830,000 Common Shares in a public offering, generating gross proceeds of $175.2 million and net proceeds of $172.1 million.


•	The Company withheld 3,152 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 accrued Common Share and Common OP Unit-based compensation totaling $10.9 million in connection with the vesting of Restricted Shares and Units (Note 13).

Share Repurchases

The Company has a share repurchase program that authorizes management, at its discretion, to repurchase up to $20.0 million of its outstanding Common Shares. The program may be discontinued or extended at any time. There were no Common Shares repurchased by the Company during the nine months ended September 30, 2017 or the year ended December 31, 2016. Under this program the Company has repurchased 2.1 million Common Shares, none of which were repurchased after December 2001. As of September 30, 2017, management may repurchase up to approximately $7.5 million of the Company’s outstanding Common Shares under this program.

Dividends and Distributions

On August 8, 2017, the Board of Trustees declared a regular quarterly cash dividend of $0.26 per Common Share, which was paid on October 13, 2017 to holders of record as of September 29, 2017.

On November 8, 2016, the Board of Trustees declared an increase of $0.01 to the regular quarterly cash dividend of $0.25 to $0.26 per Common Share, which was paid on January 13, 2017 to holders of record as of December 30, 2016. In addition, on November 8, 2016, the Board of Trustees declared a special cash dividend of $0.15 per Common Share with the same record and payment date as the regular quarterly dividend. The special dividend is a result of the taxable capital gains for 2016 arising from property dispositions within the Funds.

Accumulated Other Comprehensive Income

The following table sets forth the activity in accumulated other comprehensive (loss) income for the nine months ended September 30, 2017 and 2016 (in thousands):



	Gains or Losses on Derivative Instruments
Balance at January 1, 2017	$	(798	)

Other comprehensive loss before reclassifications	(2,652		)
Reclassification of realized interest on swap agreements	2,637
Net current period other comprehensive loss	(15		)
Net current period other comprehensive loss attributable to noncontrolling interests	260
Balance at September 30, 2017	$	(553	)

Balance at January 1, 2016	$	(4,463	)

Other comprehensive loss before reclassifications	(12,624		)
Reclassification of realized interest on swap agreements	3,396
Net current period other comprehensive loss	(9,228		)
Net current period other comprehensive loss attributable to noncontrolling interests	847
Balance at September 30, 2016	$	(12,844	)

Noncontrolling Interests

The following table summarizes the change in the noncontrolling interests for the nine months ended September 30, 2017 and 2016 (dollars in thousands):



	Noncontrolling Interests in Operating Partnership ^(a)			Noncontrolling Interests in Partially-Owned Affiliates ^(b)			Total

Balance at January 1, 2017	$	95,422		$	494,126		$	589,548
Distributions declared of $0.78 per Common OP Unit	(4,805		)	—			(4,805		)
Net income (loss) for the period January 1 through September 30, 2017	2,816			(4,010		)	(1,194		)
Conversion of 61,150 Common OP Units to Common Shares by limited partners of the Operating Partnership	(1,086		)	—			(1,086		)
Other comprehensive income - unrealized loss on valuation of swap agreements	(68		)	(726		)	(794		)
Reclassification of realized interest expense on swap agreements	116			418			534
Noncontrolling interest contributions	—			20,522			20,522
Noncontrolling interest distributions	—			(7,278		)	(7,278		)
Employee Long-term Incentive Plan Unit Awards	8,704			—			8,704
Rebalancing adjustment ^(d)	2,105			—			2,105
Balance at September 30, 2017	$	103,204		$	503,052		$	606,256

Balance at January 1, 2016	$	96,340		$	324,526		$	420,866
Distributions declared of $0.75 per Common OP Unit	(4,398		)	—			(4,398		)
Net income for the period January 1 through September 30, 2016	3,757			43,644			47,401
Conversion of 350,240 Common OP Units to Common Shares by limited partners of the Operating Partnership	(7,875		)	—			(7,875		)
Issuance of Common and Preferred OP Units to acquire real estate	29,336			—			29,336
Acquisition of noncontrolling interests ^(c)	—			(25,925		)	(25,925		)
Other comprehensive income - unrealized loss on valuation of swap agreements	(640		)	(633		)	(1,273		)
Change in control of previously unconsolidated investment	—			(75,713		)	(75,713		)
Reclassification of realized interest expense on swap agreements	166			260			426
Noncontrolling interest contributions	—			204,412			204,412
Noncontrolling interest distributions	—			(50,849		)	(50,849		)
Employee Long-term Incentive Plan Unit Awards	10,983			—			10,983
Rebalancing adjustment ^(d)	(35,254		)	—			(35,254		)
Balance at September 30, 2016	$	92,415		$	419,722		$	512,137

__________

(a)

Noncontrolling interests in the Operating Partnership are comprised of (i) the limited partners’ 3,341,397 and 3,308,875 Common OP Units at September 30, 2017 and 2016, respectively; (ii) 188 Series A Preferred OP Units at September 30, 2017 and 2016; (iii) 140,343 and 141,593 Series C Preferred OP Units at September 30, 2017 and 2016, respectively; and (iv) 2,274,147 and 1,997,099 LTIP units as of September 30, 2017 and 2016, respectively, as discussed in Share Incentive Plan (Note 13). Distributions declared for Preferred OP Units are reflected in net income in the table above.


(b)	Noncontrolling interests in partially-owned affiliates comprise third-party interests in Funds II, III, IV and V, and Mervyns I and II, and six other subsidiaries.


(c)	During the first quarter of 2016, the Company acquired an additional 8.3% interest in Fund II from a limited partner for $18.4 million, giving the Company an aggregate 28.33% interest. Amount in the table above represents the book value of this transaction.


(d)	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 (the "Rebalancing").

Preferred OP Units

There were no issuances of Preferred OP Units and 1,250 Series C Preferred OP Units were exchanged for common shares of the Company during the nine months ended September 30, 2017.

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, 2016, 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 the first quarter of 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.