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Equity | 6 Months Ended
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Jun. 30, 2021
Equity |
Equity |
7. | Equity
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, 2021, 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 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, 2021, no shares had been issued under the Equity Distribution Agreements. Accordingly, at June 30, 2021, we had $200,000,000 available under the Equity Distribution Agreements. During the six months ended June 30, 2021 and 2020, we acquired 87,249 shares and 76,067 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. Stock Repurchase Plan. On March 12, 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 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. 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, | ​
​ | ​ | 2021 | ​ | 2020 | ​ | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | ​
Common Stock (1) | ​ | $ | 45,608 | (2) | $ | 45,608 | (2) | $ | 45,526 | (3) | $ | 45,526 | (3) | ​
(1) | Represents $0.19 per share per month for the six months ended June 30, 2021 and 2020.
​
(2) | Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units.
​
(3) | Includes $586 of distributions that were paid as a result of the vesting of performance-based stock units.
In July 2021, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2021, payable on July 30, August 31, and September 30, 2021, respectively, to stockholders of record on July 22, August 23, and September 22, 2021, respectively. Stock-Based Compensation. During the second quarter of 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. At June 30, 2021, we had 15,000 stock options outstanding and exercisable. During the six months ended June 30, 2021 and 2020, no stock options were granted or exercised. The following table summarizes our restricted stock activity for the six months ended June 30, 2021 and 2020:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2021 | ​ | 2020 | ​
Outstanding, January 1 | ​ | ​ | 180,440 | ​ | ​ | 163,569 | ​
Granted | ​ | ​ | 110,348 | ​ | ​ | 101,348 | ​
Vested | ​ | ​ | (93,366) | ​ | ​ | (83,477) | ​
Outstanding, June 30 | ​ | ​ | 197,422 | ​ | ​ | 181,440 | ​
​ During the six months ended June 30, 2021 and 2020, we granted 71,892 and 66,027, respectively, of performance-based stock units. Additionally, during the six months ended June 30, 2021 and 2020, the number of performance-based stock units that vested were 108,720 and 81,574, respectively. During the six months ended June 30, 2021 and 2020, we granted restricted stock and performance-based stock units as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | No. of | ​ | Price per | ​ | ​ | ​
Year | ​ | Shares/Units | ​ | Share | ​ | Vesting Period | ​
2021 | ​ | 95,293 | ​ | $ | 42.27 | ​ | ratably over 3 years | ​
​ | ​ | 71,892 | ​ | $ | 42.27 | ​ | TSR targets (1) | ​
​ | ​ | 12,055 | ​ | $ | 39.40 | ​ | May 26, 2022 | ​
​ | ​ | 3,000 | ​ | $ | 43.14 | ​ | April 1, 2022 | ​
​ | ​ | 182,240 | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
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 | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(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, 2021 and 2020 were $3,810,000 and $3,539,000, respectively. At June 30, 2021, 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
2021 | ​ | $ | 3,949
2022 | ​ | ​ | 5,447
2023 | ​ | ​ | 2,855
2024 | ​ | ​ | 303
Total | ​ | $ | 12,554
​ ​

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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://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: 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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