Earnings Per Common Share | 4. EARNINGS PER COMMON SHARE Basic earnings per common share is computed using the two-class method by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted stock awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders; accordingly, they are considered participating securities that are included in the two-class method. Diluted earnings per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average number of basic shares and the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued, and is calculated using either the two-class, treasury stock or as if-converted method, whichever is most dilutive. Potential common shares are securities (such as options, convertible debt, Series A Participating Redeemable Preferred Units (“Series A Units”), Series B Redeemable Preferred Units (“Series B Units”), Series C Convertible Redeemable Preferred Units (“Series C Units”), Series D Redeemable Preferred Units (“Series D Units”) and common Operating Partnership units (“OP Units”)) that do not have a current right to participate in earnings of the Company but could do so in the future by virtue of their option, redemption or conversion right. In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per common share, only potential common shares that are dilutive (those that reduce earnings per common share) are included. For the three months ended June 30, 2015 and 2014, options to purchase approximately 44,207 and 33,059 shares of common stock, respectively, and for the six months ended June 30, 2015 and 2014, options to purchase 32,193 and 25,068 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive. The following table presents the number of Preferred Operating Partnership units, and the potential common shares, that were excluded from the computation of earnings per share as their effect would have been anti-dilutive, assuming full conversion. For the Three Months Ended For the Three Months Ended Number of Units Equivalent (if converted) Number of Equivalent (if converted) Series B Units 1,676,087 618,026 1,668,760 809,292 Series C Units 704,016 437,154 600,656 490,545 Series D Units 548,390 202,209 — — 2,928,493 1,257,389 2,269,416 1,299,837 For the Six Months Ended For the Six Months Ended Number of Units Equivalent (if converted) Number of Equivalent (if converted) Series B Units 1,676,087 628,124 1,506,644 768,853 Series C Units 704,016 444,297 504,858 433,854 Series D Units 548,390 205,513 — — 2,928,493 1,277,934 2,011,502 1,202,707 The Operating Partnership had $250,000 of its 2.375% Exchangeable Senior Notes due 2033 (the “Notes”) issued and outstanding as of June 30, 2015. The Notes could potentially have a dilutive impact on the Company’s earnings per share calculations. The Notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the Notes. The exchange price of the Notes was $55.26 per share as of June 30, 2015, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock. Though the Company has retained that right, Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series A Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the positive intent and ability to settle at least $115,000 of the instrument in cash (or net settle a portion of the Series A Units against the related outstanding note receivable), only the amount of the instrument in excess of $115,000 is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC 260-10-45-46. For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series B Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series B Units outstanding as of June 30, 2015 of $41,903 by the closing price of the Company’s common stock as of June 30, 2015 of $65.22 per share. For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series C Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series C Units outstanding as of June 30, 2015 of $29,639 by the closing price of the Company’s common stock as of June 30, 2015 of $65.22 per share. For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series D Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series D Units outstanding as of June 30, 2015 of $13,710 by the closing price of the Company’s common stock as of June 30, 2015 of $65.22 per share. The computation of earnings per common share was as follows for the periods presented: For the Three Months Ended June 30, For the Six Months Ended June 30, 2015 2014 2015 2014 Net income attributable to common stockholders $ 55,339 $ 41,665 $ 109,081 $ 79,005 Earnings and dividends allocated to participating securities (140 ) (125 ) (259 ) (242 ) Earnings for basic computations 55,199 41,540 108,822 78,763 Income allocated to noncontrolling interest - Preferred Operating Partnership (Series A Units) and Operating Partnership 4,276 3,315 7,911 6,443 Fixed component of income allocated to noncontrolling interest - Preferred Operating Partnership (Series A Units) (1,271 ) (1,437 ) (2,545 ) (2,875 ) Net income for diluted computations $ 58,204 $ 43,418 $ 114,188 $ 82,331 Weighted average common shares outstanding: Average number of common shares outstanding - basic 116,861,678 115,653,489 116,491,710 115,546,341 Series A Units 875,480 989,980 875,480 989,980 OP Units 5,642,737 4,334,118 5,007,835 4,334,118 Unvested restricted stock awards included for treasury stock method — — — — Shares related to exchangeable senior notes and dilutive stock options 1,095,995 276,635 1,102,216 290,853 Average number of common shares outstanding - diluted 124,475,890 121,254,222 123,477,241 121,161,292 Earnings per common share Basic $ 0.47 $ 0.36 $ 0.93 $ 0.68 Diluted $ 0.47 $ 0.36 $ 0.92 $ 0.68 |