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Equity | 12 Months Ended
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Dec. 31, 2019
Equity |
Equity | 10. Equity Common Stock. During 2016, we entered into separate equity distribution agreements (collectively, “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of our company common shares. During the year ended December 31, 2017, we sold 312,881 shares of common stock for $14,600,000 in net proceeds under the Original Equity Distribution Agreements. In conjunction with the sale of common stock, we paid $260,000 as compensation to our sales agents and we reclassified $49,000 of accumulated costs associated with this agreement to additional paid in capital. During the year ended December 31, 2018, we sold 22,244 shares of common stock for $1,005,000 in net proceeds under the Original Equity Distribution Agreements. In conjunction with the sale of common stock, we paid $18,000 as compensation to our sales agents and we reclassified $76,000 of accumulated costs associated with this agreement to additional paid in capital. Accordingly, at December 31, 2018, we had $184,139,000 available under the Original Equity Distribution Agreements. During 2019, the Original Equity Distribution Agreements expired, and we entered into new 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 common shares. Sales of common shares will be made by means of ordinary brokers’ transactions, which may include block trades or transactions that are deemed to be “at the market” offerings. As of December 31, 2019, no shares were issued under the Equity Distribution Agreements. Accordingly, at December 31, 2019, we had $200,000,000 available under the Equity Distribution Agreements. During the years 2019, 2018 and 2017, we acquired 45,030 shares, 31,326 shares and 42,089 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Subsequent to December 31, 2019, we acquired 34,016 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Non-controlling Interests. During the years 2019, 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. Since 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 December 31, 2019, 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 | (1) | ​ | 2,857 | (1)
2018 | ​ | Owned real estate and development | ​ | UDP | ​ | OR | ​ | ​ | 13,831 | (1) | ​ | 1,081 | (1)
2017 | ​ | Owned real estate and development | ​ | ILF/ALF/MC | ​ | WI | ​ | ​ | 21,999 | (2) | ​ | 2,318 | (2)
2017 | ​ | Owned real estate | ​ | ALF/MC | ​ | SC | ​ | ​ | 11,680 | ​ | ​ | 1,308 | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 78,805 | ​ | $ | 8,483 | ​
(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.
Shelf Registration Statement. 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 offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time publicly 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):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, |  | ​
​ | ​ | 2019 | ​ | 2018 | ​ | 2017 |  | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid |  | ​
Common Stock (1) | ​ | $ | 90,899 | ​ | $ | 90,899 | ​ | $ | 90,372 | ​ | $ | 90,372 | ​ | $ | 90,219 | ​ | $ | 90,219 | ​ | ​
(1) | Represents $0.19 per share per month.
In January 2020, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February and March 2020 payable on January 31, February 28 and March 31, 2020, respectively, to stockholders of record on January 23, February 20 and March 23, 2020, respectively. Stock Based Compensation Plans. During 2015, we adopted, and our stockholders approved the 2015 Equity Participation Plan (the “2015 Plan”). Under 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. As of December 31, 2019, we have 617,013 shares of common stock reserved for awards under the 2015 Plan. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion. Restricted Stock and Performance-Based Stock Units. Restricted stock and performance-based stock units activity for the years ended December 31, 2019, 2018 and 2017 was as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2019 |  | 2018 | ​ | 2017 |
Outstanding, January 1 |  | ​ | 325,750 |  | ​ | 244,181 | ​ | ​ | 210,573 | ​
Granted |  | ​ | 147,608 |  | ​ | 156,718 | ​ | ​ | 143,057 | ​
Vested |  | ​ | (127,725) | (1) | ​ | (75,149) | ​ | ​ | (85,343) | ​
Cancelled |  | ​ | — |  | ​ | — | ​ | ​ | (24,106) | ​
Outstanding, December 31 |  | ​ | 345,633 |  | ​ | 325,750 | ​ | ​ | 244,181 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Compensation expense related to restricted stock and performance-based stock units for the year | ​ | $ | 6,566,000 | ​ | $ | 5,870,000 | ​ | $ | 5,247,000 | ​
(1) | Includes 48,225 performance-based stock units.
During 2019, 2018 and 2017, we granted 147,608, 156,718 and 143,057 shares of restricted common stock and performance-based stock units, respectively, 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 | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2017 | ​ | 74,760 | ​ | $ | 45.76 | ​ | ratably over 3 years | ​
​ | ​ | 57,881 | ​ | $ | 45.76 | ​ | TSR targets (1) | ​
​ | ​ | 7,416 | ​ | $ | 48.55 | ​ | June 1, 2018 | ​
​ | ​ | 3,000 | ​ | $ | 50.50 | ​ | ratably over 3 years | ​
​ | ​ | 143,057 | ​ | ​ | ​ | ​ | ​ | ​
(1) | Vesting is based on achieving certain total shareholder return (“TSR”) targets in 4 years with acceleration opportunity in 3 years.
Subsequent to December 31, 2019, we granted 76,464 shares of restricted common stock at $48.95 per share which vest ratably from the grant date over a three-year period. At December 31, 2019, the total number of restricted common stock and performance-based stock units that are scheduled to 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
2020 | ​ | 139,534 | (1) | $ | 4,619
2021 | ​ | 119,168 | (2) | ​ | 2,503
2022 | ​ | 86,931 | (3) | ​ | 189
Total | ​ | 345,633 | ​ | $ | 7,311
(1) | Includes 55,057 performance-based stock units. The performance-based stock units are valued utilizing a lattice-binomial option pricing model based on Monte Carlo simulations. The company recognizes the fair value of the awards over the applicable vesting period as compensation expense.
​
(2) | Includes 66,171 performance-based stock units. See (1) above for valuation methodology.
​
(3) | Includes 60,836 performance-based stock units. See (1) above for valuation methodology.
Stock Options. During 2019, 2018 and 2017, we did not issue any stock options. Nonqualified stock option activity for the years ended December 31, 2019, 2018 and 2017, was as follows:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted Average |
​ | ​ | Shares | ​ | Price |
​ | ​ | 2019 | ​ | 2018 | ​ | 2017 | ​ | 2019 | ​ | ​ | 2018 | ​ | 2017 |
Outstanding, January 1 |  | 20,000 | ​ | 25,000 |  | 33,334 |  | $ | 34.99 | ​ | $ | 32.92 |  | $ | 30.76 | ​
Granted |  | — | ​ | — |  | — | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​
Exercised |  | (5,000) | ​ | (5,000) |  | (8,334) | ​ | $ | 24.65 | ​ | $ | 24.65 | ​ | $ | 24.31 | ​
Canceled |  | — | ​ | — |  | — | ​ | ​ | N/A | ​ | ​ | N/A | ​ | ​ | N/A | ​
Outstanding, December 31 |  | 15,000 | ​ | 20,000 |  | 25,000 | ​ | $ | 38.43 | ​ | $ | 34.99 | ​ | $ | 32.92 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable, December 31(1) |  | 15,000 | ​ | 20,000 |  | 25,000 | ​ | $ | 38.43 | ​ | $ | 34.99 | ​ | $ | 32.92 | ​
(1) | The aggregate intrinsic value of exercisable options at December 31, 2019, based upon the closing price of our common shares at December 31, 2019, the last trading day of 2019, was approximately $95,000. Options exercisable at December 31, 2019, 2018 and 2017 have a weighted average remaining contractual life of approximately 3.2 years, 3.3 years, and 3.5 years, respectively.
​ The options exercised during 2019, 2018 and 2017 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 | ​
2017 | ​ | 8,334 | ​ | $ | 24.31 | ​ | $ | 202,000 | ​ | $ | 410,797 | ​
(1) | As of the exercise dates.
​ We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. This model requires management to make certain estimates including stock volatility, expected dividend yield and the expected term. Compensation expense related to the vesting of stock options for the years ended December 31, 2019, 2018 and 2017 was $0, $0 and $2,000, respectively.

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