XML 22 R11.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Equity | 6 Months Ended
--- | ---
Jun. 30, 2018
Equity |
Equity | 7.Equity Equity activity was as follows (in thousands):
|  | Total |
|  | Equity |
Balance at December 31, 2017 |  | $ | 758,648 |
Net income |  |  | 89,295 |
Stock-based compensation expense |  |  | 2,897 |
Performance-based stock units |  |  | (8) |
Stock option exercise |  |  | 123 |
Non-controlling interest contribution |  |  | 1,081 |
Common stock dividends |  |  | (45,168) |
Other |  |  | (1,172) |
Balance at June 30, 2018 |  | $ | 805,696 |
Common Stock. We have an equity distribution agreement to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our company common shares. During the six months ended June 30, 2017, we sold 312,881 shares of common stock for $14,578,000 in net proceeds under our equity distribution agreement. At June 30, 2018, and 2017, we had $185,162,000 available under our equity distribution agreement. During the six months ended June 30, 2018 and 2017, we acquired 30,839 shares and 41,592 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Non-controlling Interests. During 2018 and 2017, we 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. And since we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and carry the non-controlling interests at cost. As of June 30, 2018, we have the following consolidated VIEs (dollar amounts in thousands):
|  |  |  |  |  |  |  |  | Gross |  |  |  |
Investment |  |  |  | Property |  |  |  |  | Consolidated |  |  | Non-Controlling |
Year |  | Purpose |  | Type |  | State |  |  | Assets |  |  | Interests |
2018 |  | Owned real estate and development |  | UDP |  | OR |  | $ | 2,291 | (1) | $ | 1,081 | (1)
2017 |  | Owned real estate and development |  | UDP |  | WI |  |  | 7,053 | (2) |  | 2,247 | (2)
2017 |  | Owned real estate |  | ALF |  | SC |  |  | 10,463 |  |  | 1,241 |
Total |  |  |  |  |  |  |  | $ | 19,807 |  | $ | 4,569 |
| (1) |  | We entered into a partnership to own the real estate and develop a 78-unit assisted living and memory care community in Medford, OR for $18,108 and committed to purchase an existing operational 89-unit independent living community in Oregon. We anticipate acquiring the independent living community in the third quarter of 2018.
| (2) |  | We entered into a partnership to own the real estate and develop a 110-unit ILF/ALF/MC community in Wisconsin. The commitment totals approximately $22,471.
Available Shelf Registrations. 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. Distributions. We declared and paid the following cash dividends (in thousands):
|  | Six Months Ended June 30, |
|  | 2018 |  | 2017 |  |
|  | Declared |  | Paid |  | Declared |  | Paid |  |
Common Stock |  | $ | 45,168 | (1) | $ | 45,168 | (1) | $ | 45,110 | (1) | $ | 45,110 | (1) |
| (1) |  | Represents $0.19 per share per month for the six months ended June 30, 2018 and 2017.
In July 2018, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September, payable on July 31, August 31, and September 28, 2018, respectively, to stockholders of record on July 23, August 23, and September 20, 2018, 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. During the six months ended June 30, 2018 and 2017, no stock options were granted. The stock options exercised during the six months ended June 30, 2018 and 2017 were as follows:
|  |  |  | Weighted |  |  |  |  |  |  |
|  |  |  | Average |  |  |  |  |  |  |
|  | Options |  | Exercise |  | Option |  | Market |
|  | Exercised |  | Price |  | Value |  | Value (1) |
2018 |  | 5,000 |  | $ | 24.65 |  | $ | 123,000 |  | $ | 205,000 |
2017 |  | 3,334 |  | $ | 23.79 |  | $ | 79,000 |  | $ | 154,000 |
| (1) |  | As of exercise date.
At June 30, 2018, we had 20,000 stock options outstanding and exercisable. Compensation expense related to the vesting of stock options was $0 and $2,000 for the six months ended June 30, 2018 and 2017, respectively. The following table summarizes our restricted stock and performance-based stock units activity for the six months ended June 30, 2018 and 2017:
|  | Six months ended June 30, |
|  | 2018 |  | 2017 |
Outstanding, January 1 |  |  | 244,181 |  |  | 210,573 |
Granted |  |  | 156,718 |  |  | 140,057 |
Vested |  |  | (74,149) |  |  | (84,363) |
Canceled |  |  | — |  |  | (22,877) |
Outstanding, June 30 |  |  | 326,750 |  |  | 243,390 |
During the six months ended June 30, 2018 and 2017, 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 |
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 |
|  | 140,057 |  |  |  |  |  |
| (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 six months ended June 30, 2018 and 2017 were $2,897,000 and $2,682,000, respectively. At June 30, 2018, 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:
|  | Remaining
|  | Compensation
Vesting Date |  | Expense
2018 |  | $ | 2,973,000
2019 |  |  | 4,250,000
2020 |  |  | 2,210,000
2021 |  |  | 238,000
Total |  | $ | 9,671,000

X
- References No definition available. + Details
Name: | us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration