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Equity
12 Months Ended
Dec. 31, 2020
Equity  
Equity

10. Equity

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, 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

2,858

2018

Owned real estate and development

ALF/MC

OR

18,447

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

1,241

Total

$

83,429

$

8,404

Common Stock. We had 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 shares of our common stock. 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, 2020 and 2019, no shares were issued under the Equity Distribution Agreements. Accordingly, at December 31, 2020, we had $200,000,000 available under the Equity Distribution Agreements.

During the years 2020, 2019 and 2018, we acquired 76,574 shares, 45,030 shares and 31,326 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 year ended December 31, 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.

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,

 

2020

2019

2018

 

Declared

Paid

Declared

Paid

Declared

Paid

 

Common Stock (1)

$

90,262

(2)

$

90,262

(2)

$

90,899

(3)

$

90,899

(3)

$

90,372

$

90,372

(1)Represents $0.19 per share per month for the years ended December 31, 2020, 2019 and 2018.

(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 January 2021, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of January, February and March 2021 payable on January 29, February 26, and March 31, 2021, respectively, to stockholders of record on January 21, February 18, and March 23, 2021, 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, 2020, we have 426,451 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 activity for the years ended December 31, 2020 and 2019 and 2018 was as follows:

Year Ended December 31,

2020

2019

2018

 

Outstanding, January 1

163,569

156,297

140,899

Granted

101,348

86,772

90,547

Vested

(84,477)

(79,500)

(75,149)

Outstanding, December 31

180,440

163,569

156,297

During the years ended December 31, 2020, 2019 and 2018, we granted 66,027, 60,836 and 66,171, respectively, of performance-based stock units. Additionally, during the years ended December 31, 2020, 2019 and 2018, the number of vested performance-based stock units were 81,574, 48,225 and 0, respectively. Total compensation expense related to restricted stock and performance-based stock units for the years ended December 31, 2020, 2019 and 2018 were $7,012,000, $6,566,000 and $5,870,000.

During 2020, 2019 and 2018, we granted 167,375, 147,608 and 156,718 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

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

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.

At December 31, 2020, the total number of restricted common stock that are scheduled to vest, performance-based stock units that could possibly 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

2021

159,537

(1)

$

5,201

2022

117,417

(2)

2,729

2023

96,520

(3)

367

Total

373,474

$

8,297

(1)Includes 66,171 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 60,836 performance-based stock units. See (1) above for valuation methodology.

(3)Includes 66,027 performance-based stock units. See (1) above for valuation methodology.

Stock Options. During 2020, 2019 and 2018, we did not issue any stock options. Nonqualified stock option activity for the years ended December 31, 2020 and 2019 and 2018, was as follows:

Weighted Average

 

Shares

Price

 

2020

2019

2018

2020

2019

2018

 

Outstanding, January 1

    

15,000

20,000

    

25,000

    

$

38.43

$

34.99

    

$

32.92

Granted

 

 

n/a

n/a

n/a

Exercised

 

(5,000)

 

(5,000)

n/a

$

24.65

$

24.65

Canceled

 

 

n/a

n/a

n/a

Outstanding, December 31

 

15,000

15,000

 

20,000

$

38.43

$

38.43

$

34.99

Exercisable, December 31(1)

 

15,000

15,000

 

2,000

$

38.43

$

38.43

$

34.99

(1)The aggregate intrinsic value of exercisable options at December 31, 2020, based upon the closing price of our common shares at December 31, 2020, the last trading day of 2020, was approximately $7,200. Options exercisable at December 31, 2020, 2019 and 2018 have a weighted average remaining contractual life of approximately 2.2 years, 3.2 years, and 3.3 years, respectively.

The options exercised during 2020, 2019 and 2018 were as follows:

Weighted

 

Average

 

Options

Exercise

Option

Market

 

Exercised

Price

Value

Value (1)

 

2020

$

n/a

$

$

2019

5,000

$

24.65

$

123,000

$

233,000

2018

5,000

$

24.65

$

123,000

$

205,000

(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, 2020, 2019 and 2018 was $0.