Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 |
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 April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2015-03 ("ASU 2015-03"), "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt rather than being recorded as a deferred charge and presented as an asset. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, and retrospective application required. The Company plans to adopt ASU 2015-03 as of January 1, 2016 and does not expect it to have a material impact on its consolidated financial statements. |
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In February 2015, the FASB issued Accounting Standards Update 2015-02 ("ASU 2015-02"), "Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 modifies whether limited partnerships and similar entities are variable interest entities ("VIEs") or voting interest entities and eliminates the presumption a general partner should consolidate a limited partnership. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The Company plans to adopt ASU 2015-02 as of January 1, 2016 and is currently evaluating the potential impact of the new standard on its consolidated financial statements. |
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In May 2014, the FASB issued Accounting Standards Update 2014-09 (“ASU 2014-09”), "Revenue From Contracts With Customers". ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and may be applied using either a full retrospective or modified approach upon adoption. The Company plans to adopt ASU 2014-09 as of January 1, 2017 and is currently evaluating the potential impact of the new standard on its consolidated financial statements. |
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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, 2014. |
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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 $2.5 million and $2.2 million was capitalized during the three months ended March 31, 2015 and 2014, 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, or when it is probable that a property will be sold prior to the end of its estimated useful life, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. 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 believes that there were no impairments of the carrying values of its investments in real estate as of March 31, 2015. |
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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. We have determined these estimates to have been primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy. |
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We record the acquisition of undeveloped land parcels that do not meet the accounting criteria to be accounted for as business combinations at the purchase price paid and capitalize the associated acquisition costs. |
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Long-Lived Assets–Held for Sale |
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Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met: |
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a. | Management, having the authority to approve the action, commits to a plan to sell the asset. | | | | | | | |
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b. | The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. | | | | | | | |
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c. | An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. | | | | | | | |
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d. | The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year. | | | | | | | |
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e. | The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. | | | | | | | |
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f. | Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. | | | | | | | |
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Concurrent with this classification, the asset is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. |
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Discontinued Operations |
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A discontinued operation represents (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on an entity's operations and financial results, or (ii) an acquired business that is classified as held for sale on the date of acquisition. A strategic shift could include a disposal of (i) a separate major line of business, (ii) a separate major geographic area of operations, (iii) a major equity method investment, or (iv) other major parts of an entity. The Company classifies disposals of real estate that do not meet the definition of a discontinued operation within income from continuing operations in the accompanying consolidated statements of comprehensive income. |
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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. Management’s estimate of the collectability of principal and interest payments under the company’s loans receivable from CaPFA Capital Corp. 2000F (“CaPFA”), which mature in December 2040 and carry a balance of approximately $55.0 million as of March 31, 2015, are highly dependent on the future operating performance of the properties securing the loans. As future economic conditions and/or market conditions at the properties change, management will continue to evaluate the collectability of such amounts. The Company believes there were no impairments of the carrying value of its loans receivable as of March 31, 2015. 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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In connection with the property acquisitions discussed in Note 3 herein, the Company capitalized approximately $2.1 million and $-0- for the periods ended March 31, 2015 and 2014, respectively, related to management’s estimate of the fair value of in-place leases assumed. Amortization expense was approximately $0.6 million and $0.9 million for the three months ended March 31, 2015 and 2014, respectively. Accumulated amortization at March 31, 2015 and December 31, 2014 was approximately $28.5 million and $27.9 million, respectively. The value of in-place leases, net of amortization, is included in other assets on the accompanying consolidated balance sheets and the amortization of in-place leases is included in depreciation and amortization expense in the accompanying consolidated statements of comprehensive income. |
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For acquired properties subject to an in-place property tax incentive arrangement, a portion of the purchase price is allocated to the present value of expected future property tax savings over the projected incentive arrangement period. Unamortized in-place property tax incentive arrangements as of March 31, 2015 and December 31, 2014 were approximately $42.1 million and $36.7 million, respectively, and are included in other assets on the accompanying consolidated balance sheets. Amortization of in-place property tax incentive arrangements is included in wholly-owned properties operating 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 $3.0 million and $3.2 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and December 31, 2014, net unamortized mortgage debt premiums were approximately $58.6 million and $60.6 million, respectively, and net unamortized mortgage debt discounts were approximately $0.7 million and $0.9 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 $1.7 million as of both March 31, 2015 and December 31, 2014, respectively, and is included in unsecured notes on the accompanying consolidated balance sheets. Amortization of the original issue discounts of approximately $41,000 and $29,000 for the three months ended March 31, 2015 and 2014, 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 March 31, 2015, the Company has deferred approximately $2.5 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 Operating Partnership units ("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 months ended March 31, 2015 and 2014, 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 March 31, | | |
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Common OP Units (Note 10) | | — | | | 1,230,219 | | | |
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Preferred OP Units (Note 10) | | — | | | 112,628 | | | |
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Total potentially dilutive securities | | — | | | 1,342,847 | | | |
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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 March 31, |
| | 2015 | | 2014 |
Numerator – basic and diluted earnings per share: | | | | |
Income from continuing operations | | $ | 71,267 | | | $ | 26,147 | |
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Income from continuing operations attributable to noncontrolling interests | | (1,070 | ) | | (435 | ) |
Income from continuing operations attributable to common shareholders | | 70,197 | | | 25,712 | |
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Amount allocated to participating securities | | (334 | ) | | (321 | ) |
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | | 69,863 | | | 25,391 | |
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Income from discontinued operations | | — | | | 2,720 | |
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Income from discontinued operations attributable to noncontrolling interests | | — | | | (34 | ) |
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Income from discontinued operations attributable to common shareholders | | — | | | 2,686 | |
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Net income attributable to common shareholders | | $ | 69,863 | | | $ | 28,077 | |
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Denominator: | | | | | | |
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Basic weighted average common shares outstanding | | 110,955,099 | | | 104,821,669 | |
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Unvested Restricted Stock Awards (Note 11) | | 735,831 | | | 735,164 | |
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Common OP units (Note 10) | | 1,173,216 | | | — | |
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Preferred OP units (Note 10) | | 110,359 | | | — | |
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Diluted weighted average common shares outstanding | | 112,974,505 | | | 105,556,833 | |
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Earnings per share – basic: | | | | |
Income from continuing operations attributable to common shareholders, net of amount allocated to participating securities | | $ | 0.63 | | | $ | 0.24 | |
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Income from discontinued operations attributable to common shareholders | | $ | — | | | $ | 0.03 | |
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Net income attributable to common shareholders | | $ | 0.63 | | | $ | 0.27 | |
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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 | | $ | 0.62 | | | $ | 0.24 | |
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Income from discontinued operations attributable to common shareholders | | $ | — | | | $ | 0.03 | |
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Net income attributable to common shareholders | | $ | 0.62 | | | $ | 0.27 | |
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Distributions declared per common share | | $ | 0.38 | | | $ | 0.36 | |
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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 March 31, |
| | 2015 | | 2014 |
Numerator – basic and diluted earnings per unit: | | | | |
Income from continuing operations | | $ | 71,267 | | | $ | 26,147 | |
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Income from continuing operations attributable to noncontrolling interests – partially owned properties | | (323 | ) | | (88 | ) |
Income from continuing operations attributable to Series A preferred units | | (44 | ) | | (42 | ) |
Amount allocated to participating securities | | (334 | ) | | (321 | ) |
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities | | 70,566 | | | 25,696 | |
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Income from discontinued operations | | — | | | 2,720 | |
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Income from discontinued operations attributable to Series A preferred units | | — | | | (3 | ) |
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Income from discontinued operations attributable to common unitholders | | — | | | 2,717 | |
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Net income attributable to common unitholders | | $ | 70,566 | | | $ | 28,413 | |
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Denominator: | | | | | | |
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Basic weighted average common units outstanding | | 112,128,315 | | | 106,051,888 | |
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Unvested Restricted Stock Awards (Note 11) | | 735,831 | | | 735,164 | |
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Diluted weighted average common units outstanding | | 112,864,146 | | | 106,787,052 | |
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Earnings per unit - basic and diluted: | | | | |
Income from continuing operations attributable to common unitholders, net of amount allocated to participating securities | | $ | 0.63 | | | $ | 0.24 | |
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Income from discontinued operations attributable to common unitholders | | $ | — | | | $ | 0.03 | |
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Net income attributable to common unitholders | | $ | 0.63 | | | $ | 0.27 | |
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Distributions declared per common unit | | $ | 0.38 | | | $ | 0.36 | |
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