XML 37 R27.htm IDEA: XBRL DOCUMENT

Equity (Tables)

9 Months Ended

Sep. 30, 2022

As of September 30, 2022, we have the following consolidated VIEs (in thousands):


						Gross
Investment			Property			Consolidated		Non-Controlling
Year	Purpose		Type	State		Assets		Interests
2022	Owned real estate	⁽¹⁾	SNF	FL	$	76,267	$	14,325
2018	Owned real estate		ILF	OR		14,650		2,906
2018	Owned real estate and development		ALF/MC	OR		18,452		1,142
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					$	143,056	$	21,919

(1)

During the third quarter of 2022, we entered into a joint venture and contributed $61,661 into the JV that purchased three skilled nursing centers located in Florida for $75,825. Our JV partner contributed the remaining $14,325 of equity. Additionally, we incurred $161 of costs associated with this transaction. The JV leased the centers back to an affiliate of the seller under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option, exercisable at the beginning of the fourth year through the end of the fifth year. See Note 2. Real Estate Investments for more information.

Schedule of cash dividends declared and paid

Distributions. We declared and paid the following cash dividends (in thousands):


	Nine Months Ended September 30,
	2022				2021
	Declared		Paid		Declared			Paid
Common Stock ⁽¹⁾	$	68,202	$	68,202	$	68,051	⁽²⁾	$	68,051	⁽²⁾

(1)	Represents $0.19 per share per month for the nine months ended September 30, 2022 and 2021.

(2)	Includes $764 of distributions that were paid as a result of the vesting of performance-based stock units.

Schedule of restricted stock activity

The following table summarizes our restricted stock activity for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Outstanding, January 1		197,422		180,440
Granted		135,210		110,348
Vested		(103,396)		(93,366)
Outstanding, September 30		229,236		197,422

Schedule of restricted stock granted


	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.

Schedule of restricted common stock and performance-based stock unit scheduled to vest and remaining compensation expense

At September 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
October - December 2022	$	2,013
2023		5,603
2024		2,853
2025		309
Total	$	10,778

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details