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, 2019, no shares had been issued under the Equity Distribution Agreements. Accordingly, at September 30, 2019, we had $200,000,000 available under the Equity Distribution Agreements.

During the nine months ended September 30, 2019 and 2018, we acquired 45,030 shares and 31,326 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 September 30, 2019, we have the following consolidated VIEs (dollar amounts in thousands):

(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%.

(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. 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,
	2019				2018
	Declared		Paid		Declared		Paid
Common Stock ⁽¹⁾	$	68,241	$	68,241	$	67,768	$	67,768

(1)	Represents $0.19 per share per month for the nine months ended September 30, 2019 and 2018.

In October 2019, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2019, payable on October 31, November 29, and December 31, 2019, respectively, to stockholders of record on October 23, November 21, and December 23, 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 September 30, 2019, we had 15,000 stock options outstanding and exercisable. During the nine months ended September 30, 2019 and 2018, no stock options were granted. The stock options exercised during the nine months ended September 30, 2019 and 2018 were as follows:


		Weighted
		Average
	Options	Exercise		Option		Market
	Exercised	Price		Value		Value ⁽¹⁾
2019	5,000	$	24.65	$	123,000	$	233,000
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 nine months ended September 30, 2019 and 2018:


	Nine Months Ended September 30,
	2019			2018
Outstanding, January 1		325,750			244,181
Granted		147,608			156,718
Vested		(127,725)	⁽¹⁾		(75,149)
Outstanding, September 30		345,633			325,750

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

During the nine months ended September 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 nine months ended September 30, 2019 and 2018 were $4,938,000 and $4,384,000, respectively. At September 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	$	1,627
2020		4,619
2021		2,503
2022		189
Total	$	8,938