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Equity
3 Months Ended
Mar. 31, 2021
Equity  
Equity

7.

Equity

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 March 31, 2021, 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

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 March 31, 2021, no shares had been issued under the Equity Distribution Agreements. Accordingly, at March 31, 2021, we had $200,000,000 available under the Equity Distribution Agreements.

During the three months ended March 31, 2021 and 2020, we acquired 84,616 shares and 76,067 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Stock Repurchase Plan. On March 12, 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 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.

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):

Three Months Ended March 31,

2021

2020

Declared

Paid

Declared

Paid

Common Stock (1)

$

23,169

(2)

$

23,169

(2)

$

23,167

(3)

$

23,167

(3)

(1)Represents $0.19 per share per month for the three months ended March 31, 2021 and 2020.

(2)Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units.

(3)Includes $586 of distributions that were paid as a result of the vesting of performance-based stock units.

In April 2021, we declared a monthly cash dividend of $0.19 per share on our common stock for

the months of April, May and June 2021, payable on April 30, May 28, and June 30, 2021, respectively, to stockholders of record on April 22, May 20, and June 22, 2021, 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, 2021, we had 15,000 stock options outstanding and exercisable. During the three months ended March 31, 2021 and 2020, no stock options were granted or exercised.

The following table summarizes our restricted stock activity for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31,

2021

2020

Outstanding, January 1

180,440

163,569

Granted

95,293

76,464

Vested

(78,482)

(74,981)

Outstanding, March 31

197,251

165,052

During the three months ended March 31, 2021 and 2020, we granted 71,892 and 66,027, respectively, of performance-based stock units. Additionally, during the three months ended March 31, 2021 and 2020, the number of vested performance-based stock units were 108,720 and 81,574, respectively.

During the three months ended March 31, 2021 and 2020, we granted restricted stock and performance-based stock units under the 2015 Plan as follows:

No. of 

Price per

Year

Shares/Units (1)

Share

Vesting Period

2021

95,293

$

42.27

ratably over 3 years

71,892

$

42.27

TSR targets (2)

167,185

2020

76,464

$

48.95

ratably over 3 years

66,027

$

49.98

TSR targets (2)

142,491

(1)Subsequent to March 31, 2021, we granted 3,000 shares of restricted stock at $43.14 per share vesting over one year.

(2)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, 2021 and 2020 were $1,852,000 and $1,777,000, respectively. At March 31, 2021, 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

2021

$

5,534

2022

5,216

2023

2,855

2023

303

Total

$

13,908