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Equity
9 Months Ended
Sep. 30, 2020
Equity  
Equity

7.

Equity

Common Stock. We have separate equity distribution agreements (collectively, “Equity Distribution Agreements”) 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 September 30, 2020, no shares had been issued under the Equity Distribution Agreements. Accordingly, at September 30, 2020, we had $200,000,000 available under the Equity Distribution Agreements.

During the nine months ended September 30, 2020 and 2019, we acquired 76,574 shares and 45,030 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Stock Repurchase Plan. During the first quarter of 2020, our Board of Directors authorized the repurchase of up to 5,000,000 outstanding shares of common stock. Due to the rising level of uncertainty in financial markets and the adverse effects of COVID-19 on the public health and our operators, our Board of Directors terminated the stock repurchase plan on March 25, 2020. During the nine months ended September 30, 2020, we purchased 615,827 shares at an average price of $29.25 per share, including commissions, for a total purchase price of $18,012,000.

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 on the consolidated financial statements.

As of September 30, 2020, we have the following consolidated VIEs (in thousands):

Gross

Investment

Property

Consolidated

Non-Controlling

Year

Purpose

Type

State

Assets

Interests

2019

Owned real estate

ALF/MC

VA

$

16,895

$

919

2018

Owned real estate

ILF

OR

14,400

2,858

2018

Owned real estate and development

ALF/MC

OR

18,447

1,081

2017

Owned real estate and development

ILF/ALF/MC

WI

22,007

2,305

2017

Owned real estate

ALF/MC

SC

11,680

1,241

Total

$

83,429

$

8,404

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. Our shelf registration statement expires on February 28, 2022.

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

Nine Months Ended September 30,

2020

2019

Declared

Paid

Declared

Paid

Common Stock (1)

$

67,894

(2)

$

67,894

(2)

$

68,241

(3)

$

68,241

(3)

(1)Represents $0.19 per share per month for the nine months ended September 30, 2020 and 2019.

(2)Includes $586 related to the vesting of performance-based stock units.

(3)Includes $300 related to the vesting of performance-based stock units.

In October 2020, we declared a monthly cash dividend of $0.19 per share on our common stock

for the months of October, November and December 2020, payable on October 30, November 30, and December 31, 2020, respectively, to stockholders of record on October 22, November 20, and December 23, 2020, 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 September 30, 2020, we had 15,000 stock options outstanding and exercisable. During the nine months ended September 30, 2020 and 2019, no stock options were granted. The stock options exercised during the nine months ended September 30, 2020 and 2019 were as follows:

Weighted

 

Average

 

Options

Exercise

Option

Market

 

Exercised

Price

Value

Value (1)

 

2020

$

$

$

2019

5,000

$

24.65

$

123,000

$

233,000

(1)

(1)As of exercise date.

The following table summarizes our restricted stock and performance-based stock units activity for the nine months ended September 30, 2020 and 2019:

Nine Months Ended September 30,

2020

2019

Outstanding, January 1

345,633

325,750

Granted

167,375

147,608

Vested

(166,051)

(1)

(127,725)

(2)

Outstanding, September 30

346,957

345,633

(1)Includes 81,574 performance-based stock units.

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

During the nine months ended September 30, 2020 and 2019, 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

2020

76,464

$

48.95

ratably over 3 years

66,027

$

49.98

TSR targets (1)

9,884

$

38.45

May 27, 2021

15,000

$

38.45

ratably over 3 years

167,375

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

(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 nine months ended September 30, 2020 and 2019 were $5,231,000 and $4,938,000, respectively. At September 30, 2020, 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

2020

$

1,781

2021

5,201

2022

2,729

2023

367

Total

$

10,078