Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
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Basis of Presentation |
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The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. Our actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share, per share, unit and per unit amounts, are stated in thousands unless otherwise indicated. Certain prior period amounts have been reclassified to conform to the current period presentation. |
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Recent Accounting Pronouncements |
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In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09 (“ASU 2014-09”), "Revenue From Contracts With Customers (Topic 606)", ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. ASU 2014-09 is effective for the Company at the beginning of its 2017 fiscal year; early adoption is not permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. |
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In April 2014, the FASB issued Accounting Standards Update 2014-08 ("ASU 2014-08"), “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 changes the threshold for disclosing discontinued operations and the related disclosure requirements, requiring only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, to be presented as a discontinued operation. If the disposal does qualify as a discontinued operation under ASU 2014-08, the Company will be required to provide expanded disclosures. The guidance will be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for the Company beginning January 1, 2015 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. While we have elected early adoption for our consolidated financial statements and footnote disclosures and believe future sales of our individual operating properties will no longer qualify as discontinued operations, the sale of Hawks Landing in February 2014 has continued to be presented in discontinued operations as the property was classified as held for sale in our consolidated financial statements for the year ended December 31, 2013. |
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Interim Financial Statements |
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The accompanying interim financial statements are unaudited, but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for these interim periods have been included. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
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Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Investments in Real Estate |
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Investments in real estate are recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: |
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Buildings and improvements | | 7-40 years | | | | | | | | | | | | | | |
Leasehold interest - on-campus | | 25-34 years (shorter of useful life or respective lease term) | | | | | | | | | | | | | | |
participating properties | | | | | | | | | | | | | | |
Furniture, fixtures and equipment | | 3-7 years | | | | | | | | | | | | | | |
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Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred finance costs, are capitalized as construction in progress. Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $2.7 million and $3.4 million was capitalized during the three months ended June 30, 2014 and 2013, respectively, and $4.9 million and $5.8 million was capitalized during the six months ended June 30, 2014 and 2013, respectively. Amortization of deferred financing costs totaling approximately $2,000 and $25,000 was capitalized as construction in progress during the three months ended June 30, 2014 and 2013, respectively, and $7,000 and $0.1 million was capitalized as construction in progress during the six months ended June 30, 2014 and 2013, respectively. |
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Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. The Company also performs a periodic assessment to determine which long-lived assets are likely to be sold prior to the end of their estimated useful lives. For those probable sales, an impairment charge is recorded for any excess of the carrying value of the asset over the expected net proceeds from the disposal. The Company believes that there were no impairments of the carrying values of its investments in real estate as of June 30, 2014. |
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The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio, and other market data. Information obtained about each property as a result of due diligence, marketing and leasing activities is also considered. The value allocated to land is generally based on the actual purchase price adjusted to fair value (as necessary) if acquired separately, or market research/comparables if acquired as part of an existing operating property. The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. |
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Loans Receivable |
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Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan purchase discounts, and net of an allowance for loan losses when such loan is deemed to be impaired. Loan purchase discounts are amortized over the term of the loan. The Company considers a loan impaired when, based upon current information and events, it is probable that it will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan agreement. Significant judgments are required in determining whether impairment has occurred. The Company performs an impairment analysis by comparing either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable current market price or the fair value of the underlying collateral to the net carrying value of the loan, which may result in an allowance and corresponding loan loss charge. Loans receivable are included in other assets on the accompanying consolidated balance sheets. |
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Intangible Assets |
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A portion of the purchase price of acquired properties is allocated to the value of in-place leases for both student and commercial tenants, which is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms for student leases are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy, and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, as well as marketing and other operating expenses. The value of in-place leases is amortized over the remaining initial term of the respective leases. The purchase price of property acquisitions is not expected to be allocated to student tenant relationships, considering the terms of the leases and the expected levels of renewals. |
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Amortization expense related to in-place leases was approximately $0.9 million and $5.4 million for the three months ended June 30, 2014 and 2013, respectively and $1.8 million and $10.9 million for the six months ended June 30, 2014 and 2013, respectively. Accumulated amortization at June 30, 2014 and December 31, 2013 was approximately $27.3 million and $25.5 million, respectively. Intangible assets, net of amortization, are included in other assets on the accompanying consolidated balance sheets and the amortization of intangible assets is included in depreciation and amortization expense in the accompanying consolidated statements of comprehensive income. |
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Mortgage Debt - Premiums and Discounts |
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Mortgage debt premiums and discounts represent fair value adjustments to account for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s property acquisitions. The mortgage debt premiums and discounts are amortized to interest expense over the term of the related mortgage loans using the effective-interest method. The amortization of mortgage debt premiums and discounts resulted in a net decrease to interest expense of approximately $3.2 million and $3.5 million for the three months ended June 30, 2014 and 2013, respectively, and $6.4 million and $7.1 million for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014 and December 31, 2013, net unamortized mortgage debt premiums were approximately $67.5 million and $74.6 million, respectively, and net unamortized mortgage debt discounts were approximately $1.4 million and $2.0 million, respectively. Mortgage debt premiums and discounts are included in secured mortgage, construction and bond debt on the accompanying consolidated balance sheets and amortization of mortgage debt premiums and discounts is included in interest expense on the accompanying consolidated statements of comprehensive income. |
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Unsecured Notes - Original Issue Discount |
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In April 2013 and again in June 2014, the Company issued $400 million of senior unsecured notes (see Note 8) at 99.659 percent and 99.861 percent of par value, respectively, and recorded an original issue discount of approximately $1.4 million and $0.6 million, respectively. The total unamortized original issue discount was approximately $1.8 million and $1.3 million as of June 30, 2014 and December 31, 2013, respectively, and is included in unsecured notes on the accompanying consolidated balance sheets. Amortization of the original issue discounts of approximately $30,000 and $28,000 for the three months ended June 30, 2014 and 2013, respectively, and $59,000 and $28,000 for the six months ended June 30, 2014 and 2013, respectively, is included in interest expense on the accompanying consolidated statements of comprehensive income. |
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Pre-development Expenditures |
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Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues. Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of June 30, 2014, the Company has deferred approximately $4.2 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are included in other assets on the accompanying consolidated balance sheets. |
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Earnings per Share – Company |
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Basic earnings per share is computed using net income attributable to common shareholders and the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings per share reflect common shares issuable from the assumed conversion of OP Units and common share awards granted. Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share. |
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The following potentially dilutive securities were outstanding for the three and six months ended June 30, 2014 and 2013, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive. |
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| | Three Months Ended | | Six Months Ended | | | | |
June 30, | June 30, | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | |
Common OP Units (Note 10) | | 1,230,219 | | | 1,133,076 | | | 1,230,219 | | | 1,133,076 | | | | | |
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Preferred OP Units (Note 10) | | 107,662 | | | 114,128 | | | 110,131 | | | 114,128 | | | | | |
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Total potentially dilutive securities | | 1,337,881 | | | 1,247,204 | | | 1,340,350 | | | 1,247,204 | | | | | |
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The following is a summary of the elements used in calculating basic and diluted earnings per share: |
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| | Three Months Ended | | Six Months Ended |
June 30, | June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
Numerator – basic and diluted earnings per share: | | | | | | | | |
Income from continuing operations | | $ | 13,731 | | | $ | 5,910 | | | $ | 39,878 | | | $ | 26,243 | |
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Income from continuing operations attributable to noncontrolling interests | | (293 | ) | | (584 | ) | | (728 | ) | | (1,351 | ) |
Income from continuing operations attributable to common shareholders | | 13,438 | | | 5,326 | | | 39,150 | | | 24,892 | |
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Amount allocated to participating securities | | (263 | ) | | (220 | ) | | (584 | ) | | (492 | ) |
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | | 13,175 | | | 5,106 | | | 38,566 | | | 24,400 | |
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Income from discontinued operations | | — | | | 2,756 | | | 2,720 | | | 4,804 | |
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Income from discontinued operations attributable to noncontrolling interests | | — | | | (33 | ) | | (34 | ) | | (57 | ) |
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Income from discontinued operations attributable to common shareholders | | — | | | 2,723 | | | 2,686 | | | 4,747 | |
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Net income attributable to common shareholders | | $ | 13,175 | | | $ | 7,829 | | | $ | 41,252 | | | $ | 29,147 | |
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Denominator: | | | | | | | | | | | | |
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Basic weighted average common shares outstanding | | 104,918,131 | | | 104,779,159 | | | 104,870,167 | | | 104,738,522 | |
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Unvested Restricted Stock Awards (Note 11) | | 691,430 | | | 611,523 | | | 713,179 | | | 639,271 | |
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Diluted weighted average common shares outstanding | | 105,609,561 | | | 105,390,682 | | | 105,583,346 | | | 105,377,793 | |
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Earnings per share – basic: | | | | | | | | |
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | | $ | 0.13 | | | $ | 0.05 | | | $ | 0.37 | | | $ | 0.23 | |
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Income from discontinued operations attributable to common shareholders | | $ | — | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.05 | |
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Net income attributable to common shareholders | | $ | 0.13 | | | $ | 0.07 | | | $ | 0.39 | | | $ | 0.28 | |
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Earnings per share – diluted: | | | | | | | | | | | | |
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Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | | $ | 0.12 | | | $ | 0.05 | | | $ | 0.37 | | | $ | 0.23 | |
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Income from discontinued operations attributable to common shareholders | | $ | — | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.05 | |
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Net income attributable to common shareholders | | $ | 0.12 | | | $ | 0.07 | | | $ | 0.39 | | | $ | 0.28 | |
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Distributions per common share | | $ | 0.38 | | | $ | 0.36 | | | $ | 0.74 | | | $ | 0.6975 | |
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Earnings per Unit – Operating Partnership |
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Basic earnings per OP Unit is computed using net income attributable to common unitholders and the weighted average number of common units outstanding during the period. Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the earnings of the Operating Partnership. |
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The following is a summary of the elements used in calculating basic and diluted earnings per unit: |
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| | Three Months Ended | | Six Months Ended |
June 30, | June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
Numerator – basic and diluted earnings per unit: | | | | | | | | |
Income from continuing operations | | $ | 13,731 | | | $ | 5,910 | | | $ | 39,878 | | | $ | 26,243 | |
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Income from continuing operations attributable to noncontrolling interests – partially owned properties | | (88 | ) | | (483 | ) | | (176 | ) | | (995 | ) |
Income from continuing operations attributable to Series A preferred units | | (45 | ) | | (43 | ) | | (87 | ) | | (86 | ) |
Amount allocated to participating securities | | (263 | ) | | (220 | ) | | (584 | ) | | (492 | ) |
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities | | 13,335 | | | 5,164 | | | 39,031 | | | 24,670 | |
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Income from discontinued operations | | — | | | 2,756 | | | 2,720 | | | 4,804 | |
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Income from discontinued operations attributable to Series A preferred units | | — | | | (2 | ) | | (3 | ) | | (5 | ) |
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Income from discontinued operations attributable to common unitholders | | — | | | 2,754 | | | 2,717 | | | 4,799 | |
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Net income attributable to common unitholders | | $ | 13,335 | | | $ | 7,918 | | | $ | 41,748 | | | $ | 29,469 | |
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Denominator: | | | | | | | | | | | | |
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Basic weighted average common units outstanding | | 106,148,350 | | | 105,912,235 | | | 106,100,386 | | | 105,871,598 | |
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Unvested Restricted Stock Awards (Note 11) | | 691,430 | | | 611,523 | | | 713,179 | | | 639,271 | |
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Diluted weighted average common units outstanding | | 106,839,780 | | | 106,523,758 | | | 106,813,565 | | | 106,510,869 | |
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Earnings per unit - basic: | | | | | | | | |
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities | | $ | 0.13 | | | $ | 0.05 | | | $ | 0.37 | | | $ | 0.23 | |
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Income from discontinued operations attributable to common unitholders | | $ | — | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.05 | |
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Net income attributable to common unitholders | | $ | 0.13 | | | $ | 0.07 | | | $ | 0.39 | | | $ | 0.28 | |
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Earnings per unit - diluted: | | | | | | | | | | | | |
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Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities | | $ | 0.12 | | | $ | 0.05 | | | $ | 0.37 | | | $ | 0.23 | |
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Income from discontinued operations attributable to common unitholders | | $ | — | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.05 | |
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Net income attributable to common unitholders | | $ | 0.12 | | | $ | 0.07 | | | $ | 0.39 | | | $ | 0.28 | |
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Distributions per common unit | | $ | 0.38 | | | $ | 0.36 | | | $ | 0.74 | | | $ | 0.6975 | |
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