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Equity | 3 Months Ended
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Mar. 31, 2023
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 March 31, 2023, we have the following consolidated VIEs (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | ​ | ​ | ​
Investment | ​ | ​ | ​ | Property | ​ | ​ | ​ | ​ | Consolidated | ​ | ​ | Non-Controlling | ​
Year | ​ | Purpose | ​ | Type | ​ | State | ​ | ​ | Assets | ​ | ​ | Interests | ​
2023 | ​ | Owned real estate | (1) | ALF/MC | ​ | NC | ​ | $ | 121,321 | ​ | $ | 3,831 | ​
2022 | ​ | Owned real estate | (2) | SNF | ​ | FL | ​ | ​ | 76,756 | ​ | ​ | 14,325 | ​
2018 | ​ | Owned real estate | ​ | ILF | ​ | OR | ​ | ​ | 14,650 | ​ | ​ | 2,907 | ​
2018 | ​ | Owned real estate and development | ​ | ALF/MC | ​ | OR | ​ | ​ | 18,452 | ​ | ​ | 1,184 | ​
2017 | ​ | Owned real estate and development | ​ | ILF/ALF/MC | ​ | WI | ​ | ​ | 22,007 | ​ | ​ | 2,305 | ​
2017 | ​ | Owned real estate | ​ | ALF/MC | ​ | SC | ​ | ​ | 11,680 | ​ | ​ | 1,240 | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 264,866 | ​ | $ | 25,792 | ​
(1) | During the first quarter of 2023, we entered into a JV that purchased 11 ALF and MC with a total of 523 units. For more information regarding this transaction see Financing Receivable above in Note 2.
​
(2) | During 2022, we entered into a JV that purchased three skilled nursing centers with a total of 299 beds. For more information regarding this transaction see Financing Receivable above in Note 2.
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 three months ended March 31, 2023, we sold 48,500 shares of common stock for $1,777,000 in net proceeds under our Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $80,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2023, we had $128,822,000 available under the Equity Distribution Agreements. During the three months ended March 31, 2023 and 2022, we acquired 41,350 shares and 36,880 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):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, | ​
​ | ​ | 2023 | ​ | 2022 | ​ | ​
​ | ​ | Declared | ​ | Paid | ​ | Declared | ​ | Paid | ​ | ​
Common Stock (1) | ​ | $ | 23,563 | ​ | $ | 23,563 | ​ | $ | 22,480 | ​ | $ | 22,480 | ​ | ​
(1) | Represents $0.19 per share per month for the three months ended March 31, 2023 and 2022.
​ In April 2023, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2023, payable on April 28, May 31, and June 30, 2023, respectively, to stockholders of record on April 20, May 23, and June 22, 2023, 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 March 31, 2023, we had 5,000 stock options outstanding and exercisable. During each of the three months ended March 31, 2023 and 2022, 5,000 stock options expired and were cancelled. During the three months ended March 31, 2023 and 2022, no stock options were granted or exercised. The following table summarizes our restricted stock activity for the three months ended March 31, 2023 and 2022:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ | ​ | 2023 | ​ | 2022 | ​
Outstanding, January 1 | ​ | ​ | 229,236 | ​ | ​ | 197,422 | ​
Granted | ​ | ​ | 127,960 | ​ | ​ | 122,865 | ​
Vested | ​ | ​ | (98,206) | ​ | ​ | (83,341) | ​
Cancelled | ​ | ​ | (1,085) | ​ | ​ | — | ​
Outstanding, March 31 | ​ | ​ | 257,905 | ​ | ​ | 236,946 | ​
​ No performance-based stock units vested during the three months ended March 31, 2023, and 2022. During the three months ended March 31, 2023 and 2022, we granted restricted stock and performance-based stock units under the 2021 Plan as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | No. of | ​ | Price per | ​ | ​ | ​ | ​ | ​
Year | ​ | Shares/Units | ​ | Share | ​ | Reward Type | ​ | Vesting Period | ​
2023 | ​ | 127,960 | ​ | $ | 37.16 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 86,867 | ​ | $ | 37.16 | ​ | Performance-based stock units | ​ | TSR targets (1) | ​
​ | ​ | 214,827 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2022 | ​ | 122,865 | ​ | $ | 33.94 | ​ | Restricted stock | ​ | ratably over 3 years | ​
​ | ​ | 86,332 | ​ | $ | 33.94 | ​ | Performance-based stock units | ​ | TSR targets (1) | ​
​ | ​ | 209,197 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(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 three months ended March 31, 2023 and 2022 were $2,088,000 and $1,925,000, respectively. At March 31, 2023, 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
April - December 2023 | ​ | $ | 6,071
2024 | ​ | ​ | 5,766
2025 | ​ | ​ | 3,238
2026 | ​ | ​ | 356
Total | ​ | $ | 15,431
​ ​

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