XML 34 R35.htm IDEA: XBRL DOCUMENT

Equity (Tables)

12 Months Ended

Dec. 31, 2019

Equity

Schedule of consolidated VIEs

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

13,831

⁽¹⁾

1,081

⁽¹⁾

2017

Owned real estate and development

ILF/ALF/MC

21,999

⁽²⁾

2,318

⁽²⁾

2017

Owned real estate

ALF/MC

11,680

1,308

Total

78,805

8,483

(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


	Year Ended December 31,
	2019				2018				2017
	Declared		Paid		Declared		Paid		Declared		Paid
Common Stock ⁽¹⁾	$	90,899	$	90,899	$	90,372	$	90,372	$	90,219	$	90,219

(1)	Represents $0.19 per share per month.

Schedule of options exercised


		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
2017	8,334	$	24.31	$	202,000	$	410,797

(1)	As of the exercise dates.

Schedule of restricted stock activity

Restricted Stock and Performance-Based Stock Units. Restricted stock and performance-based stock units activity for the years ended December 31, 2019, 2018 and 2017 was as follows:


	2019			2018		2017
Outstanding, January 1		325,750			244,181		210,573
Granted		147,608			156,718		143,057
Vested		(127,725)	⁽¹⁾		(75,149)		(85,343)
Cancelled		—			—		(24,106)
Outstanding, December 31		345,633			325,750		244,181

Compensation expense related to restricted stock and performance-based stock units for the year	$	6,566,000		$	5,870,000	$	5,247,000

Schedule of restricted stock granted

During 2019, 2018 and 2017, we granted 147,608, 156,718 and 143,057 shares of restricted common stock and performance-based stock units, respectively, 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

2017	74,760	$	45.76	ratably over 3 years
	57,881	$	45.76	TSR targets ⁽¹⁾
	7,416	$	48.55	June 1, 2018
	3,000	$	50.50	ratably over 3 years
	143,057

(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

At December 31, 2019, the total number of restricted common stock and performance-based stock units that are scheduled to vest and 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 (dollar amount in thousands):


	Number		Remaining
	of		Compensation
Vesting Date	Awards		Expense
2020	139,534	⁽¹⁾	$	4,619
2021	119,168	⁽²⁾		2,503
2022	86,931	⁽³⁾		189
Total	345,633		$	7,311

(1)	Includes 55,057 performance-based stock units. The performance-based stock units are valued utilizing a lattice-binomial option pricing model based on Monte Carlo simulations. The company recognizes the fair value of the awards over the applicable vesting period as compensation expense.

(2)	Includes 66,171 performance-based stock units. See ⁽¹⁾ above for valuation methodology.

(3)	Includes 60,836 performance-based stock units. See ⁽¹⁾ above for valuation methodology.

Schedule of nonqualified stock option activity


				Weighted Average
	Shares			Price
	2019	2018	2017	2019			2018	2017
Outstanding, January 1	20,000	25,000	33,334	$	34.99	$	32.92	$	30.76
Granted	—	—	—		N/A		N/A		N/A
Exercised	(5,000)	(5,000)	(8,334)	$	24.65	$	24.65	$	24.31
Canceled	—	—	—		N/A		N/A		N/A
Outstanding, December 31	15,000	20,000	25,000	$	38.43	$	34.99	$	32.92

Exercisable, December 31⁽¹⁾	15,000	20,000	25,000	$	38.43	$	34.99	$	32.92

(1)

The aggregate intrinsic value of exercisable options at December 31, 2019, based upon the closing price of our common shares at December 31, 2019, the last trading day of 2019, was approximately $95,000. Options exercisable at December 31, 2019, 2018 and 2017 have a weighted average remaining contractual life of approximately 3.2 years, 3.3 years, and 3.5 years, respectively.

- 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.

+ References + Details