7.Equity

Common Stock. We have separate equity distribution agreements (collectively, “Equity Distribution Agreement”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of our common stock. As of March 31, 2019, no shares had been issued under the Equity Distribution Agreement. Accordingly, at March 31, 2019, we had $200,000,000 available under the Equity Distribution Agreement.

During the three months ended March 31, 2019 and 2018, we acquired 44,543 shares and 28,256 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests at cost.

As of March 31, 2019, we have the following consolidated VIEs (dollar amounts in thousands):


					Gross
Investment		Property			Consolidated			Non-Controlling
Year	Purpose	Type	State		Assets			Interests
2019	Owned real estate	ALF/MC	VA	$	16,890		$	919
2018	Owned real estate	ILF	OR		14,400	(1)		2,857	(1)
2018	Owned real estate and development	UDP	OR		6,193	(1)		1,081	(1)
2017	Owned real estate and development	UDP	WI		19,759	(2)		2,272	(2)
2017	Owned real estate	ALF/MC	SC		11,451			1,263
Total				$	68,693		$	8,392

(1)

We entered into a joint venture (“JV”) to develop, purchase and own senior housing properties. During the second quarter of 2018, the JV purchased land for the development of a 78-unit ALF/MC for a total anticipated project cost of $18,108. The non-controlling partner contributed $1,081 of cash and we committed to fund the remaining $17,027 project cost. During the third quarter of 2018, in a sale-leaseback transaction, the JV purchased an existing operational 89-unit ILF adjacent to the 78-unit ALF/MC we are developing for $14,400. The non-controlling partner contributed $2,857 of equity and we contributed $11,543 in cash. Upon completion of the development project, our combined economic interest in the JV will be approximately 88%. We account for the JV on a consolidated basis.

(2)

We entered into a partnership to own the real estate and develop a 110-unit ILF/ALF/MC community in Wisconsin. The commitment totals approximately $22,471.

Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering.

Distributions. We declared and paid the following cash dividends (in thousands):


	Three Months Ended March 31,
	2019						2018
	Declared			Paid			Declared			Paid
Common Stock	$	22,931	(1)	$	22,931	(1)	$	22,578	(1)	$	22,578	(1)

(1)

Represents $0.19 per share per month for the three months ended March 31, 2019 and 2018.

In April 2019, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2019, payable on April 30, May 31, and June 28, 2019, respectively, to stockholders of record on April 22, May 23, and June 20, 2019, respectively.

Stock-Based Compensation. Under our 2015 Equity Participation Plan (“the 2015 Plan”), 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion.

At March 31, 2019, we had 20,000 stock options outstanding and exercisable. During the three months ended March 31, 2019 and 2018, no stock options were granted. The stock options exercised during the three months ended March 31, 2019 and 2018 were as follows:


		Weighted
		Average
	Options	Exercise		Option		Market
	Exercised	Price		Value		Value (1)
2019	—	$	n.a	$	—	$	—
2018	5,000	$	24.65	$	123,000	$	205,000

(1)

As of exercise date.

The following table summarizes our restricted stock and performance-based stock units activity for the three months ended March 31, 2019 and 2018:


	Three Months Ended March 31,
	2019			2018
Outstanding, January 1		325,750			244,181
Granted		139,112			147,990
Vested		(117,997)	(1)		(61,733)
Outstanding, March 31		346,865			330,438

(1)

Includes 48,225 performance-based stock units.

During the three months ended March 31, 2019 and 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows:


	No. of	Price per
Year	Shares/Units	Share		Vesting Period
2019	78,276	$	46.54	ratably over 3 years
	60,836	$	46.54	TSR targets (1)
	139,112

2018	81,819	$	38.18	ratably over 3 years
	66,171	$	38.18	TSR targets (1)
	147,990

(1)

Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years.

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2019 and 2018 were $1,689,000 and $1,376,000, respectively. At March 31, 2019, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):


	Remaining
	Compensation
Vesting Date	Expense
2019	$	4,655
2020		4,461
2021		2,503
2022		189
Total	$	11,808