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Equity (Tables)

9 Months Ended

Sep. 30, 2019

Equity

Schedule of consolidated VIEs

As of September 30, 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

16,895

919

2018

Owned real estate

ILF

14,400

⁽¹⁾

2,857

⁽¹⁾

2018

Owned real estate and development

UDP

9,987

⁽¹⁾

1,081

⁽¹⁾

2017

Owned real estate and development

ILF/ALF/MC

21,893

⁽²⁾

2,318

⁽²⁾

2017

Owned real estate

ALF/MC

11,680

1,285

Total

74,855

8,460

(1)

We entered into a JV to develop, purchase and own seniors 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%.

(2)	We entered into a JV to own the real estate and develop a 110-unit ILF/ALF/MC community in Wisconsin. This development project completed during the second quarter of 2019.

Schedule of cash dividends declared and paid

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


	Nine Months Ended September 30,
	2019				2018
	Declared		Paid		Declared		Paid
Common Stock ⁽¹⁾	$	68,241	$	68,241	$	67,768	$	67,768

(1)	Represents $0.19 per share per month for the nine months ended September 30, 2019 and 2018.

Schedule of options exercised

At September 30, 2019, we had 15,000 stock options outstanding and exercisable. During the nine months ended September 30, 2019 and 2018, no stock options were granted. The stock options exercised during the nine months ended September 30, 2019 and 2018 were as follows:


		Weighted
		Average
	Options	Exercise		Option		Market
	Exercised	Price		Value		Value ⁽¹⁾
2019	5,000	$	24.65	$	123,000	$	233,000
2018	5,000	$	24.65	$	123,000	$	205,000

(1)	As of exercise date.

Schedule of restricted stock activity

The following table summarizes our restricted stock and performance-based stock units activity for the nine months ended September 30, 2019 and 2018:


	Nine Months Ended September 30,
	2019			2018
Outstanding, January 1		325,750			244,181
Granted		147,608			156,718
Vested		(127,725)	⁽¹⁾		(75,149)
Outstanding, September 30		345,633			325,750

(1)	Includes 48,225 performance-based stock units.

Schedule of restricted stock granted

During the nine months ended September 30, 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⁾
	8,496	$	44.73	May 29, 2020
	147,608

2018	81,819	$	38.18	ratably over 3 years
	66,171	$	38.18	TSR targets ⁽¹⁾
	8,728	$	41.25	May 30, 2019
	156,718

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

Schedule of restricted common stock and performance-based stock unit scheduled to vest and remaining compensation expense


	Remaining
	Compensation
Vesting Date	Expense
2019	$	1,627
2020		4,619
2021		2,503
2022		189
Total	$	8,938

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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