XML 52 R35.htm IDEA: XBRL DOCUMENT

Equity (Tables)

12 Months Ended

Dec. 31, 2021

As of December 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		2,857
2018	Owned real estate and development	ALF/MC	OR		18,447		1,091
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	$	8,413

Schedule of cash dividends declared and paid


	Year Ended December 31,
	2021						2020						2019
	Declared			Paid			Declared			Paid			Declared			Paid
Common Stock ⁽¹⁾	$	90,494	⁽²⁾	$	90,494	⁽²⁾	$	90,262	⁽²⁾	$	90,262	⁽²⁾	$	90,899	⁽²⁾	$	90,899	⁽²⁾

(1)	Represents $0.19 per share per month for the years ended December 31, 2021, 2020 and 2019.

(2)	During the years ended December 31, 2021, 2020 and 2019, we paid $764, $586 and $300, respectively as a result of vesting of the performance-based stock units.

Schedule of options exercised


		Weighted
		Average
	Options	Exercise		Option		Market
	Exercised	Price		Value		Value ⁽¹⁾
2021	—	$	n/a	$	—	$	—
2020	—	$	n/a	$	—	$	—
2019	5,000	$	24.65	$	123,000	$	233,000

(1)	As of the exercise dates.

Schedule of restricted stock activity

Restricted Stock and Performance-Based Stock Units. Restricted stock activity for the years ended December 31, 2021 and 2020 and 2019 was as follows:


	Year Ended December 31,
	2021		2020		2019
Outstanding, January 1		180,440		163,569		156,297
Granted		110,348		101,348		86,772
Vested		(93,366)		(84,477)		(79,500)
Outstanding, December 31		197,422		180,440		163,569

During the years ended December 31, 2021, 2020 and 2019, we granted 71,892, 66,027 and 60,836, respectively, of performance-based stock units. Additionally, during the years ended December 31, 2021, 2020 and 2019, the number of vested performance-based stock units were 108,720, 81,574 and 48,225, respectively. Total compensation expense related to restricted stock and performance-based stock units for the years ended December 31, 2021, 2020 and 2019 were $7,760,000, $7,012,000 and $6,566,000.

Schedule of restricted stock granted

During 2021, 2020 and 2019, we granted 182,240, 167,375 and 147,608 shares of restricted common stock and performance-based stock units, respectively, under the 2021 Plan and 2015 Plan as follows:


	No. of	Price per
Year	Shares/Units	Share		Vesting Period
2021	95,293	$	42.27	ratably over 3 years
	71,892	$	42.27	TSR targets ⁽¹⁾
	12,055	$	39.40	May 26, 2022
	3,000	$	43.14	April 1, 2022
	182,240

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.

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

At December 31, 2021, the total number of restricted common stock that are scheduled to vest, performance-based stock units that could possibly 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
2022	164,232	⁽¹⁾		5,447
2023	128,282	⁽²⁾		2,855
2024	103,663	⁽³⁾		303
Total	396,177		$	8,605

(1)	Includes 60,836 performance-based stock units. The performance-based stock units are valued utilizing a lattice-binomial option pricing model based on Monte Carlo simulations. We recognize the fair value of the awards over the applicable vesting period as compensation expense.

(2)	Includes 66,027 performance-based stock units. See ⁽¹⁾ above for valuation methodology.

(3)	Includes 71,892 performance-based stock units. See ⁽¹⁾ above for valuation methodology.

Schedule of nonqualified stock option activity


				Weighted Average
	Shares			Price
	2021	2020	2019	2021			2020	2019
Outstanding, January 1	15,000	15,000	20,000	$	38.43	$	38.43	$	34.99
Granted	—	—	—		n/a		n/a		n/a
Exercised	—	—	(5,000)	$	n/a	$	n/a	$	24.65
Canceled	—	—	—		n/a		n/a		n/a
Outstanding, December 31	15,000	15,000	15,000	$	38.43	$	38.43	$	38.43

Exercisable, December 31⁽¹⁾	15,000	15,000	15,000	$	38.43	$	38.43	$	38.43

(1)

The aggregate intrinsic value of exercisable options at December 31, 2021, based upon the closing price of our common shares at December 31, 2021, the last trading day of 2021, was approximately $0. Options exercisable at December 31, 2021, 2020 and 2019 have a weighted average remaining contractual life of approximately 1.2 years, 2.2 years, and 3.2 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