XML 25 R14.htm IDEA: XBRL DOCUMENT
v3.20.2

Equity | 6 Months Ended
--- | ---
Jun. 30, 2020
Equity |
Equity |
7. | Equity
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 June 30, 2020, no shares had been issued under the Equity Distribution Agreements. Accordingly, at June 30, 2020, we had $200,000,000 available under the Equity Distribution Agreements. During the six months ended June 30, 2020 and 2019, we acquired 76,067 shares and 44,543 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Stock Repurchase Plan. During the first quarter of 2020, our Board of Directors authorized the repurchase of up to 5,000,000 outstanding shares of common stock. Due to the rising level of uncertainty in financial markets and the adverse effects of COVID-19 on the public health and our operators, our Board of Directors terminated the stock repurchase plan on March 25, 2020. During the six months ended June 30, 2020, we purchased 615,827 shares at an average price of $29.25 per share, including commissions, for a total purchase price of $18,012,000. 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 on the consolidated financial statements. As of June 30, 2020, 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 | ​ | ​ | 18,443 | ​ | ​ | 1,081 | ​
2017 | ​ | Owned real estate and development | ​ | ILF/ALF/MC | ​ | WI | ​ | ​ | 22,007 | ​ | ​ | 2,305 | ​
2017 | ​ | Owned real estate | ​ | ALF/MC | ​ | SC | ​ | ​ | 11,680 | ​ | ​ | 1,249 | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 83,425 | ​ | $ | 8,411 | ​
​ ​ 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):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2020 | ​ | 2019 | ​ | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | ​
Common Stock (1) | ​ | $ | 45,526 | (2) | $ | 45,526 | (2) | $ | 45,583 | (3) | $ | 45,583 | (3) | ​
(1) | Represents $0.19 per share per month for the six months ended June 30, 2020 and 2019.
​
(2) | Includes $586 related to the vesting of performance-based stock units.
​
(3) | Includes $300 related to the vesting of performance-based stock units.
In July 2020, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2020, payable on July 31, August 31, and September 30, 2020, respectively, to stockholders of record on July 23, August 21, and September 22, 2020, 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, 2020, we had 15,000 stock options outstanding and exercisable. During the six months ended June 30, 2020 and 2019, no stock options were granted or exercised. The following table summarizes our restricted stock and performance-based stock units activity for the six months ended June 30, 2020 and 2019:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2020 | ​ | 2019 | ​
Outstanding, January 1 | ​ | ​ | 345,633 | ​ | ​ | 325,750 | ​
Granted | ​ | ​ | 167,375 | ​ | ​ | 147,608 | ​
Vested | ​ | ​ | (165,051) | (1) | ​ | (126,725) | (2)
Outstanding, June 30 | ​ | ​ | 347,957 | ​ | ​ | 346,633 | ​
(1) | Includes 81,574 performance-based stock units.
​
(2) | Includes 48,225 performance-based stock units.
During the six months ended June 30, 2020 and 2019, 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 | ​
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.
Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the six months ended June 30, 2020 and 2019 were $3,539,000 and $3,312,000, respectively. At June 30, 2020, 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
2020 | ​ | $ | 3,566
2021 | ​ | ​ | 5,201
2022 | ​ | ​ | 2,729
2023 | ​ | ​ | 276
Total | ​ | $ | 11,772
​ ​

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://fasb.org/us-gaap/role/ref/legacyRef -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