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Equity | 6 Months Ended
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Jun. 30, 2019
Equity |
Equity |
7. | Equity
Common Stock. We have separate equity distribution agreements (collectively, “Equity Distribution Agreement”) 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 June 30, 2019, no shares had been issued under the Equity Distribution Agreement. Accordingly, at June 30, 2019, we had $200,000,000 available under the Equity Distribution Agreement. During the six months ended June 30, 2019 and 2018, we acquired 44,543 shares and 30,839 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. 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 at cost. As of June 30, 2019, we have the following consolidated VIEs (dollar amounts 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 | (1) | ​ | 2,857 | (1)
2018 | ​ | Owned real estate and development | ​ | UDP | ​ | OR | ​ | ​ | 8,166 | (1) | ​ | 1,081 | (1)
2017 | ​ | Owned real estate and development | ​ | ILF/ALF/MC | ​ | WI | ​ | ​ | 21,872 | (2) | ​ | 2,318 | (2)
2017 | ​ | Owned real estate | ​ | ALF/MC | ​ | SC | ​ | ​ | 11,585 | ​ | ​ | 1,264 | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 72,918 | ​ | $ | 8,439 | ​
(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%. We account for the JV on a consolidated basis.
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(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.
​ 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. Distributions. We declared and paid the following cash dividends (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2019 | ​ | 2018 | ​ | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | ​
Common Stock | ​ | $ | 45,583 | (1) | $ | 45,583 | (1) | $ | 45,168 | (1) | $ | 45,168 | (1) | ​
(1) | Represents $0.19 per share per month for the six months ended June 30, 2019 and 2018.
In July 2019, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2019, payable on July 31, August 30, and September 30, 2019, respectively, to stockholders of record on July 23, August 22, and September 20, 2019, 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 June 30, 2019, we had 20,000 stock options outstanding and exercisable. During the six months ended June 30, 2019 and 2018, no stock options were granted. The stock options exercised during the six months ended June 30, 2019 and 2018 were as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | Options | ​ | Exercise | ​ | Option | ​ | Market |
​ | ​ | Exercised | ​ | Price | ​ | Value | ​ | Value (1) |
2019 | ​ | — | ​ | $ | n.a | ​ | $ | — | ​ | $ | — | ​
2018 | ​ | 5,000 | ​ | $ | 24.65 | ​ | $ | 123,000 | ​ | $ | 205,000 | ​
(1) | As of exercise date.
The following table summarizes our restricted stock and performance-based stock units activity for the six months ended June 30, 2019 and 2018:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2019 | ​ | 2018 | ​
Outstanding, January 1 | ​ | ​ | 325,750 | ​ | ​ | 244,181 | ​
Granted | ​ | ​ | 147,608 | ​ | ​ | 156,718 | ​
Vested | ​ | ​ | (126,725) | (1) | ​ | (74,149) | ​
Outstanding, June 30 | ​ | ​ | 346,633 | ​ | ​ | 326,750 | ​
(1) | Includes 48,225 performance-based stock units.
During the six months ended June 30, 2019 and 2018, 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 | ​
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 | ​ | ​ | ​ | ​ | ​ | ​
(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, 2019 and 2018 were $3,312,000 and $2,897,000, respectively. At June 30, 2019, 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
2019 | ​ | $ | 3,253
2020 | ​ | ​ | 4,619
2021 | ​ | ​ | 2,503
2022 | ​ | ​ | 189
Total | ​ | $ | 10,564
​ ​

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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