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Equity | 6 Months Ended
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Jun. 30, 2022
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, 2022, we have the following consolidated VIEs (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | ​ | ​ | ​
Investment | ​ | ​ | ​ | Property | ​ | ​ | ​ | ​ | Consolidated | ​ | ​ | Non-Controlling | ​
Year | ​ | Purpose | ​ | Type | ​ | State | ​ | ​ | Assets | ​ | ​ | Interests | ​
2018 | ​ | Owned real estate | ​ | ILF | ​ | OR | ​ | $ | 14,470 | ​ | $ | 2,857 | ​
2018 | ​ | Owned real estate and development | ​ | ALF/MC | ​ | OR | ​ | ​ | 18,447 | ​ | ​ | 1,119 | ​
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 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 66,604 | ​ | $ | 7,522 | ​
​ 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. During the six months ended June 30, 2022, we sold 909,800 shares of common stock for $34,203,000 in net proceeds under our Equity Distribution Agreements. In conjunction with the sale of common stock, we paid $609,000 as compensation to our sales agents and incurred $511,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. Subsequent to June 30, 2022, we sold 125,200 shares of common stock for $4,754,000 of net proceeds under our Equity Distribution Agreements. Accordingly, we have $160,349,000 available under the Equity Distribution Agreements. During the six months ended June 30, 2022 and 2021, we acquired 39,463 shares and 87,249 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations. 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 17, 2025. Distributions. We declared and paid the following cash dividends (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​
​ | ​ | 2022 | ​ | 2021 | ​ | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | ​
Common Stock (1) | ​ | $ | 45,115 | ​ | $ | 45,115 | ​ | $ | 45,608 | (2) | $ | 45,608 | (2) | ​
(1) | Represents $0.19 per share per month for the six months ended June 30, 2022 and 2021.
​
(2) | Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units.
In July 2022, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2022, payable on July 29, August 31, and September 30, 2022, respectively, to stockholders of record on July 21, August 23, and September 22, 2022, 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, 2022, we had 10,000 stock options outstanding and exercisable. During the six months ended June 30, 2022, 5,000 stock options expired and were cancelled. During the six months ended June 30, 2022 and 2021, no stock options were granted or exercised. The following table summarizes our restricted stock activity for the six months ended June 30, 2022 and 2021:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30,
​ | ​ | 2022 | ​ | 2021 | ​
Outstanding, January 1 | ​ | ​ | 197,422 | ​ | ​ | 180,440 | ​
Granted | ​ | ​ | 135,210 | ​ | ​ | 110,348 | ​
Vested | ​ | ​ | (103,396) | ​ | ​ | (93,366) | ​
Outstanding, June 30 | ​ | ​ | 229,236 | ​ | ​ | 197,422 | ​
​ During the six months ended June 30, 2022 and 2021, we granted 86,332 and 71,892, respectively, of performance-based stock units. Additionally, no performance-based stock units vested during the six months ended June 30, 2022 and 108,720 performance-based stock units vested during the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, we granted restricted stock and performance-based stock units under the 2021 Plan and 2015 Plan as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | No. of | ​ | Price per | ​ | ​ | ​ | ​ | ​
Year | ​ | Shares/Units | ​ | Share | ​ | Reward Type | ​ | Vesting Period | ​
2022 | ​ | 122,865 | ​ | $ | 33.94 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 86,332 | ​ | $ | 33.94 | ​ | Performance-based stock units | ​ | TSR targets (1) | ​
​ | ​ | 12,345 | ​ | $ | 38.48 | ​ | Restricted stock | ​ | May 25,2023 | ​
​ | ​ | 221,542 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2021 | ​ | 95,293 | ​ | $ | 42.27 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 71,892 | ​ | $ | 42.27 | ​ | Performance-based stock units | ​ | TSR targets (1) | ​
​ | ​ | 12,055 | ​ | $ | 39.40 | ​ | Restricted stock | ​ | May 26, 2022 | ​
​ | ​ | 3,000 | ​ | $ | 43.14 | ​ | Restricted stock | ​ | April 1, 2022 | ​
​ | ​ | 182,240 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(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, 2022 and 2021 were $3,937,000 and $3,810,000, respectively. At June 30, 2022, 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
July - December 2022 | ​ | $ | 4,026
2023 | ​ | ​ | 5,603
2024 | ​ | ​ | 2,853
2025 | ​ | ​ | 309
Total | ​ | $ | 12,791
​ ​

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