UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition period from ____ to ____
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(Exact name of Registrant as specified in its charter)
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incorporation or organization) | Identification No.) |
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(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
The number of shares of common stock outstanding on July 29, 2026 was
LTC PROPERTIES, INC.
FORM 10-Q
June 30, 2026
INDEX
PART I -- Financial Information | Page | |
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3 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 | |
59 | ||
59 | ||
59 | ||
59 | ||
60 | ||
60 | ||
61 | ||
Available Information
We make available to the public free of charge through our internet website at www.LTCreit.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the Securities and Exchange Commission (“SEC”). We also use the “Investors” portion of our www.LTCreit.com website for purposes of compliance with Regulation FD and as a routine channel for distribution of important information to investors and interested parties, including news releases, analyst presentations, financial information, and corporate governance practices. Accordingly, investors and interested parties should monitor the “Investors” portion of our www.LTCreit.com website for the release of this information. Information on our website is not part of this Quarterly Report on Form 10-Q or any of our filings with the SEC unless specifically incorporated by reference.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share)
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June 30, 2026 | December 31, 2025 | ||||||
(unaudited) | (audited) | ||||||
ASSETS | |||||||
Investments: | |||||||
Land | $ | | $ | | |||
Buildings and improvements |
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Properties held-for-sale, net of accumulated depreciation: 2026—$ |
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| — | |||
Accumulated depreciation and amortization |
| ( |
| ( | |||
Owned real properties, net |
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Financing receivables, net of credit loss reserve: 2026—$ | | | |||||
Mortgage loans receivable, net of credit loss reserve: 2026—$ |
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Real property investments, net |
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Notes receivable, net of credit loss reserve: 2026—$ |
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Investments in unconsolidated joint ventures | — | | |||||
Investments, net |
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Other assets: | |||||||
Cash and cash equivalents |
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Debt issue costs related to revolving line of credit |
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Interest receivable |
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Straight-line rent receivable |
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Prepaid expenses and other assets |
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Total assets | $ | | $ | | |||
LIABILITIES | |||||||
Revolving line of credit | $ | | $ | | |||
Term loans, net of debt issue costs: 2026—$ | | | |||||
Senior unsecured notes, net of debt issue costs: 2026—$ |
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Accrued interest |
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Accrued expenses and other liabilities |
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Total liabilities |
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EQUITY | |||||||
Stockholders’ equity: | |||||||
Common stock: $ |
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Capital in excess of par value |
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Cumulative net income |
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Accumulated other comprehensive income |
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Cumulative distributions |
| ( |
| ( | |||
Total LTC Properties, Inc. stockholders’ equity |
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Non-controlling interests |
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Total equity |
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Total liabilities and equity | $ | | $ | | |||
See accompanying notes.
3
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share, unaudited)
Three Months Ended | Six Months Ended |
| ||||||||||||
June 30, | June 30, | |||||||||||||
| 2026 | | 2025 | | 2026 | | 2025 |
|
| |||||
Revenues: | ||||||||||||||
Rental income | $ | | $ | | $ | | $ | | ||||||
Resident fees and services | | | | | ||||||||||
Interest income from financing receivables | | | | | ||||||||||
Interest income from mortgage loans |
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Interest and other income |
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Total revenues |
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Expenses: | ||||||||||||||
Interest expense |
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Depreciation and amortization |
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Seniors housing operating expenses | | | | | ||||||||||
Provision (recovery) for credit losses |
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| ( |
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Transaction costs | | | | | ||||||||||
Triple-net lease property tax expense | | | | | ||||||||||
General and administrative expenses |
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Total expenses |
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Income before unconsolidated joint ventures, real estate dispositions and other items | | | | | ||||||||||
Gain on sale of real estate, net | | | | | ||||||||||
Income from unconsolidated joint ventures | | | | | ||||||||||
Income tax (provision) benefit | ( | | ( | | ||||||||||
Net income | | | | | ||||||||||
Income allocated to non-controlling interests |
| ( |
| ( |
| ( |
| ( | ||||||
Net income attributable to LTC Properties, Inc. |
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| | |
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Income allocated to participating securities |
| ( | ( | ( |
| ( | ||||||||
Net income available to common stockholders | $ | | $ | | $ | | $ | | ||||||
Earnings per common share: | ||||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||||
Diluted | $ | | $ | | $ | | $ | | ||||||
Weighted average shares used to calculate earnings per common share: | ||||||||||||||
Basic |
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Diluted |
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| |
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Dividends declared and paid per common share | $ | | $ | | $ | | $ | | ||||||
See accompanying notes.
4
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2026 | | 2025 |
| 2026 | | 2025 | | |||||
Net income | $ | | $ | | $ | | $ | | |||||
Unrealized gain (loss) on cash flow hedges before reclassification |
| |
| |
| |
| ( | |||||
Gains reclassified from accumulated other comprehensive income to interest expense | ( | ( | ( | ( | |||||||||
Comprehensive income | | | | | |||||||||
Less: Comprehensive income allocated to non-controlling interests |
| ( |
| ( |
| ( |
| ( | |||||
Comprehensive income attributable to LTC Properties, Inc. | $ | | $ | | $ | | $ | | |||||
5
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(amounts in thousands)
Capital in | Cumulative | Total | Non- | ||||||||||||||||||||||||
Common Stock | Excess of | Net | Accumulated | Cumulative | Stockholder's | Controlling | Total | ||||||||||||||||||||
Shares | Amount | Par Value | Income | OCI | Distributions | Equity | Interests | Equity | |||||||||||||||||||
Balance—December 31, 2024 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
Issuance of common stock | | | | — | — | — | | — | | ||||||||||||||||||
Issuance of restricted stock | | | ( | — | — | — | — | — | — | ||||||||||||||||||
Common stock cash distributions ($ | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | | — | — | — | | — | | ||||||||||||||||||
Net income | — | — | — | | — | — | | | | ||||||||||||||||||
Vesting of performance-based stock units | | | ( | — | — | — | — | — | — | ||||||||||||||||||
Fair market valuation adjustment for interest rate swap | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||
Cash paid for taxes in lieu of common shares | ( | ( | ( | — | — | — | ( | — | ( | ||||||||||||||||||
Acquisitions of non-controlling interest | — | — | | — | — | — | | ( | ( | ||||||||||||||||||
Non-controlling interest distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
Other | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||
Balance—March 31, 2025 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
Issuance of common stock | | | | — | — | — | | — | | ||||||||||||||||||
Issuance of restricted stock | | — | — | — | — | — | — | — | — | ||||||||||||||||||
Common Stock cash distributions ($ | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | | — | — | — | | — | | ||||||||||||||||||
Net income | — | — | — | | — | — | | | | ||||||||||||||||||
Vesting of performance-based stock units | | — | — | — | — | — | — | — | — | ||||||||||||||||||
Fair market valuation adjustment for interest rate swap | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||
Cash paid for taxes in lieu of common shares | ( | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||
Acquisitions of non-controlling interest | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Non-controlling interest distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
Other | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Balance—June 30, 2025 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
Balance—December 31, 2025 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
Issuance of common stock | | | | — | — | — | | — | | ||||||||||||||||||
Issuance of restricted stock | | | ( | — | — | — | — | — | — | ||||||||||||||||||
Common stock cash distributions ($ | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | | — | — | — | | — | | ||||||||||||||||||
Net income | — | — | — | | — | — | | | | ||||||||||||||||||
Vesting of performance-based stock units | | | ( | — | — | — | — | — | — | ||||||||||||||||||
Fair market valuation adjustment for interest rate swap | — | — | — | — | | — | | — | | ||||||||||||||||||
Cash paid for taxes in lieu of common shares | ( | ( | ( | — | — | — | ( | — | ( | ||||||||||||||||||
Non-controlling interest distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
Other | — | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||
Balance—March 31, 2026 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
Issuance of common stock | | | | — | — | — | | — | | ||||||||||||||||||
Issuance of restricted stock | — | — | — | — | — | — | — | — | |||||||||||||||||||
Common stock cash distributions ($ | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||
Stock-based compensation expense | — | — | | — | — | — | | — | | ||||||||||||||||||
Net income | — | — | — | | — | — | | | | ||||||||||||||||||
Fair market valuation adjustment for interest rate swap | — | — | — | — | | — | | — | | ||||||||||||||||||
Non-controlling interest distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
Balance—June 30, 2026 | | $ | | $ | | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||||||
6
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands, unaudited)
Six Months Ended June 30, |
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| 2026 | | 2025 | |
| |||
OPERATING ACTIVITIES: | | | ||||||
Net income | $ | | $ | | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization |
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Stock-based compensation expense |
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Gain on sale of real estate, net |
| ( |
| ( | ||||
Income tax provision (benefit) | | ( | ||||||
Income from unconsolidated joint ventures |
| ( |
| ( | ||||
Income distributions from unconsolidated joint ventures | | | ||||||
Straight-line rental adjustment | |
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Adjustment for collectability of straight-line rental income | — | | ||||||
Adjustment for collectability of lease incentives | | | ||||||
Effective interest income | ( | ( | ||||||
Amortization of lease incentives | | | ||||||
(Recovery) provision for credit losses |
| ( |
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Amortization of debt issue costs | | | ||||||
Other non-cash items, net |
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Change in operating assets and liabilities | ||||||||
Increase in interest receivable |
| ( |
| ( | ||||
Decrease in accrued interest payable |
| ( |
| ( | ||||
Net change in other assets and liabilities |
| ( |
| ( | ||||
Net cash provided by operating activities |
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INVESTING ACTIVITIES: | ||||||||
Investment in real estate properties |
| ( |
| — | ||||
Investment in real estate capital improvements |
| ( |
| ( | ||||
Proceeds from sale of real estate, net |
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Investment in financing receivables | ( | — | ||||||
Proceeds from the sale of properties accounted for as a financing receivable | | — | ||||||
Investment in real estate mortgage loans receivable |
| ( |
| ( | ||||
Principal payments received on mortgage loans receivable |
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Investments in unconsolidated joint ventures |
| ( |
| ( | ||||
Proceeds from liquidation of investments in unconsolidated joint ventures | | | ||||||
Principal payments received on notes receivable |
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Net cash used in investing activities |
| ( |
| ( | ||||
FINANCING ACTIVITIES: | ||||||||
Net (repayments) borrowings under revolving line of credit |
| ( |
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Repayment of debt | ( | ( | ||||||
Proceeds from common stock issued |
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Payments of common share issuance costs | ( | ( | ||||||
Distributions paid to stockholders |
| ( |
| ( | ||||
Acquisition of and distributions paid to non-controlling interests |
| — |
| ( | ||||
Financing costs paid |
| ( |
| ( | ||||
Cash paid for taxes in lieu of shares upon vesting of long-term equity incentives | ( | ( | ||||||
Other |
| ( |
| ( | ||||
Net cash provided by (used in) financing activities |
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| ( | ||||
Increase (decrease) in cash and cash equivalents |
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| ( | ||||
Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period | $ | | $ | | ||||
Supplemental disclosure of cash flow information: | ||||||||
Interest paid | $ | | $ | | ||||
Non-cash investing and financing transactions: | ||||||||
Write-off of notes receivable | $ | — | $ | ( | ||||
Increase (decrease) in fair value of interest rate swap agreements | $ | | $ | ( | ||||
Distributions paid to non-controlling interests | $ | ( | $ | ( | ||||
Transfer of joint venture partner's non-controlling interest to LTC | $ | — | $ | | ||||
Distributions to non-controlling interests related to sale of properties accounted for as a financing receivable | $ | ( | $ | — | ||||
See accompanying notes.
7
1. | Description of Business |
The Company
LTC Properties, Inc. (“LTC” or the “Company”), a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators.
Investment Portfolio
Our goal is to invest in properties that provide an opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.
As of June 30, 2026, our total gross investment portfolio included owned real properties subject to non-cancellable triple-net leases (“NNN” or “Triple-Net Portfolio”) (
Property Types
Our seniors housing and health care property classifications include independent living communities, assisted living communities, memory care communities and combinations thereof and skilled nursing centers (“SNF”). Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”). We also have investments in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital. Any reference to the number or type of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
2. | Basis of Presentation and Accounting Policies |
Basis of Presentation
We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The results of operations for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results for a full year.
8
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant receivables and asset impairment.
Segments
During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Under RIDEA, REITs are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income). Accordingly, effective in the second quarter of 2025, we conduct and manage our business as
9
3. | Owned Real Properties |
Our owned real properties include
NNN | SHOP | Total | ||||||||||||||||||||||
Percentage | Number | Percentage | Number | Percentage | Number | |||||||||||||||||||
Gross | of | of | Gross | of | of | Gross | of | of | ||||||||||||||||
Type of Property | Investment | Investment | Properties (1) | Investment | Investment | Properties (1) | Investment | Investment | Properties (1) | |||||||||||||||
Seniors Housing | $ | | % | | $ | | % | | $ | | % | | ||||||||||||
Skilled Nursing | | % | | — | — | % | — | | % | | ||||||||||||||
Other (2) | | % | | — | — | % | — | | % | | ||||||||||||||
Total (3) | $ | | % | | $ | | % | | $ | | % | |||||||||||||
Average |
| ||||||||||
Number of | Investment |
| |||||||||
Gross | SNF | SH | per |
| |||||||
Type of Property | Investment | Beds | Units | Bed/Unit |
| ||||||
Seniors Housing-NNN | $ | | — | | $ | | |||||
Seniors Housing-SHOP | | — | | $ | | ||||||
Seniors Housing | | — | | $ | | ||||||
Skilled Nursing | | | | $ | | ||||||
Other (2) | | | — | n/a | |||||||
Total (3) | $ | | | | |||||||
| (1) | We own properties in |
| (2) | Includes |
| (3) | Subsequent to June 30, 2026, we acquired |
Owned Real Properties–SHOP
During the second quarter of 2025, we began utilizing the RIDEA structure and established a SHOP segment. Following the establishment of our SHOP segment, during the second through fourth quarter of 2025, we acquired
During the six months ended June 30, 2026, we continued to expand our SHOP segment. Accordingly, we acquired
10
The following table presents information related to our SHOP segment as of June 30, 2026 (dollar amounts in thousands):
Average | ||||||||||
Number | Number | Investment | ||||||||
Gross | of | of | per | |||||||
State | Investment | Properties | Units | Unit | ||||||
Wisconsin | $ | | | | $ | |||||
Georgia | | | | $ | ||||||
Illinois | | | | $ | ||||||
Arizona | | | | $ | ||||||
California | | | | $ | ||||||
Colorado | | | | $ | ||||||
Kentucky | | | | $ | ||||||
Oregon | | | | $ | ||||||
Tennessee | | | | $ | ||||||
Texas | | | | $ | ||||||
All Other | | | | $ | ||||||
Total | $ | | (1) | | | $ | ||||
| (1) | Subsequent to June 30, 2026, we acquired the following |
Number | Number | Type | |||||||
of | Purchase | of | of | ||||||
State | Properties | Price | Units | Property | |||||
Minnesota | | $ | | | SH | ||||
New Mexico & Colorado | | | | SH | |||||
Wisconsin | | | | SH | |||||
Totals | | $ | | |
Acquisitions
During the six months ended June 30, 2026 and 2025, we acquired the following communities within our SHOP segment (dollar amounts in thousands):
Total | Number | Number |
| |||||||||||||||
Purchase | Transaction | Acquisition | of | of |
| |||||||||||||
Year | State (1) | Type of Property | Price (1) | Costs | Costs (1) | Properties (1) | Beds/Units (1) |
| ||||||||||
2026 | Georgia | SH | $ | | $ | | $ | | ||||||||||
Arizona | SH | | | | ||||||||||||||
Illinois | SH | | | | ||||||||||||||
Totals | $ | | $ | | $ | | (2) | | ||||||||||
2025 | n/a | n/a | $ | — | $ | — | $ | — | — | — | ||||||||
| (1) | Subsequent to June 30, 2026, we acquired the following |
Number | Number | Type | |||||||
of | Purchase | of | of | ||||||
State | Properties | Price | Units | Property | |||||
Minnesota | | $ | | | SH | ||||
New Mexico & Colorado | | | | SH | |||||
Wisconsin | | | | SH | |||||
Totals | | $ | | |
| (2) | Excludes $ |
11
The total acquisition costs allocated to SHOP assets acquired were as follows (dollar amounts in thousands):
Amount | |||
Land | $ | | |
Buildings and improvements | | ||
Total acquisition costs | $ | | |
Capital Improvement Projects
During the six months ended June 30, 2026 and 2025, we funded capital improvement projects of $
Owned Real Properties–Triple-Net Portfolio
Our Triple-Net Portfolio includes owned properties that are leased pursuant to non-cancelable triple-net operating leases. Triple-net leases require the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. The majority of our triple-net leases contain provisions for specified annual increases over the rents of the prior year.
Lease Extensions
Many of the triple-net leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid.
Number | Number | ||||||||||||
Gross | of | of | Original | Extended | |||||||||
Type of Property | Investment | Properties | Beds/Units | State | Maturity | Maturity | |||||||
SH | $ | | | CO, NJ | December 31, 2027 | December 31, 2032 | |||||||
SH | | | IL, MI, OH | May 31, 2026 | May 31, 2027 | ||||||||
SH | | | OK | October 31, 2026 | October 31, 2030 | ||||||||
$ | | | |||||||||||
SH | $ | | | IL, MI, OH | May 31, 2025 | May 31, 2026 | |||||||
SNF | | | AL, NM | April 30, 2026 | (1) | April 30, 2031 | |||||||
SH | | | GA, SC | December 31, 2025 | December 31, 2026 | ||||||||
SH | | | TX | February 28, 2025 | February 28, 2026 | ||||||||
SNF | | | SC | February 28, 2026 | February 28, 2031 | ||||||||
SNF | | | TN | December 31, 2025 | (2) | December 31, 2026 | |||||||
$ | | |
| (1) | During the third quarter of 2025, Genesis Healthcare, Inc. (“Genesis”) filed for Chapter 11 bankruptcy. Genesis has paid their contractual rent through August 2026. |
| (2) | During the third quarter of 2025, the operator provided an election notice to exercise its purchase option, and the properties were sold during the second quarter of 2026. See Properties Sold below for more information. |
Lease Terminations
During the six months ended June 30, 2026, we terminated
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aggregate gross book value of $
During the six months ended June 30, 2025, we terminated
Also, during the six months ended June 30, 2025, we terminated our Anthem triple-net master leases and converted the communities covered under the master leases into our SHOP segment. In conjunction with the conversion, we wrote-off Anthem’s working capital note of $
Components of Rental Income
The following table summarizes components of our rental income for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
Rental Income | 2026 | 2025 | 2026 | 2025 | |||||||||
Contractual cash rental income | $ | | (1) | $ | | (1) | $ | | (1) | $ | | (1) | |
Variable cash rental income (2) | | | | | |||||||||
Straight-line rent adjustment | ( | ( | ( | ( | |||||||||
Adjustment of lease incentives and rental income | ( | (3) | — | ( | (3) | ( | (4) | ||||||
Amortization of lease incentives | ( | ( | ( | ( | |||||||||
Total | $ | | $ | | $ | | $ | | |||||
| (1) | Decreased primarily due to the conversion of communities from NNN to the SHOP segment and lower rent due to property sales, partially offset by rent increases from fair-market rent resets, escalations and capital improvements. |
| (2) | The variable cash rental income for the three and six months ended June 30, 2026 and 2025 includes reimbursement of real estate taxes by our lessees. Decreased due to the conversion of communities from NNN to SHOP and property sales. |
| (3) | In connection with the termination of a master lease and converting the communities covered under the master lease into our SHOP segment, we wrote-off lease incentive balance of $ |
| (4) | In connection with the termination of |
We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. For leases where we have concluded it is not probable that we will collect substantially all the lease payments under those leases, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a straight-line basis. We write-off uncollectible operator receivable balances, including straight-line rent receivable and lease incentives balances, as a reduction to rental income in the period such balances are no longer probable of being collected. During the six months ended June 30, 2026, we wrote-off lease incentive balance of $
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We continue to take into account the current financial conditions of our operators, in our estimation of uncollectible accounts and deferred rents receivable and closely monitor the collectability of such rents, adjusting future estimates as necessary.
Purchase Options
Some of our triple-net lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us.
Type | Number | ||||||||||||
Option | of | of | Gross | Net Book | |||||||||
Window | State | Property | Properties | Investments (1) | Value | ||||||||
2027-2029 | Oklahoma | SH | $ | | $ | | |||||||
2027-2029 | (2) | Texas | SNF | | | ||||||||
2029 | Colorado/Kansas/Ohio/Texas | SH | | | |||||||||
2029 | North Carolina | SH | | | |||||||||
Total | $ | | $ | |
| (1) | Gross investments include previously recorded impairment losses, if any. |
| (2) | The operator may elect to either receive an earn-out payment or exercise its purchase option. If neither option is elected within the timeframe defined in the lease, both elections are terminated. For more information regarding the earn-out see Note 14. Commitments and Contingencies. |
See Note-4 Financing Receivables for purchase options included in our financing receivable agreements.
Improvement Projects
During the six months ended June 30, 2026 and 2025, we invested in the following capital improvement projects within our Triple-Net Portfolio (dollar amounts in thousands):
Six Months Ended June 30, | ||||||||
Type of Property | 2026 | 2025 | ||||||
Seniors Housing Communities | $ | | $ | | ||||
Skilled Nursing Centers | | | ||||||
Total | $ | | $ | | ||||
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Properties Held-for-Sale
The following table summarizes our held-for-sale properties as of June 30, 2026 and December 31, 2025 (dollar amounts in thousands):
Type | Number | Number | |||||||||||||
of | of | of | Gross | Accumulated | |||||||||||
State | Property | Properties | Beds/units | Investment | Depreciation | ||||||||||
At June 30, 2026 | Oregon | SNF | | (1) | | $ | | $ | ( | ||||||
At December 31, 2025 | n/a | n/a | — | — | $ | — | $ | — |
| (1) | Subsequent to June 30, 2026, this property was sold. |
Properties Sold
During the six months ended June 30, 2026 and 2025, we recognized a net gain on sale of real estate of $
Type | Number | Number | ||||||||||||||||
of | of | of | Sales | Carrying | Net | |||||||||||||
Year | State | Properties | Properties | Beds/Units | Price | Value | Gain (Loss) (1) | |||||||||||
2026 (2) | Tennessee | SNF | | | $ | | $ | | $ | | ||||||||
n/a | n/a | — | — | — | — | ( | (3) | |||||||||||
Total | | | $ | | $ | | $ | | ||||||||||
2025 | Ohio | SH | | | $ | | $ | | $ | | ||||||||
Ohio (4) | n/a | — | — | | | | ||||||||||||
Oklahoma | SH | | | | | ( | ||||||||||||
Total | | | $ | | $ | | $ | |
(
| (1) | Calculation of net gain (loss) includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable. |
| (2) | Subsequent to June 30, 2026, we sold a |
| (3) | We recognized a loss due to additional costs incurred related to properties sold during 2025. |
| (4) | We sold a parcel of land adjacent to a memory care community within our portfolio. |
4. | Financing Receivables |
We have entered into joint venture (“JV”) agreements and contributed into these JVs for the purchase of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the purchased properties back to an affiliate of the seller and provided the seller-lessee with purchase options. Accordingly, these sale and leaseback transactions meet the accounting criteria to be presented as financing receivables. Furthermore, we determined that we exercise power over and receive benefits from each of these joint ventures. Therefore, we consolidated the joint ventures as Financing Receivables on our Consolidated Balance Sheets and recorded the rental revenue from these joint ventures as Interest income from financing receivables on our Consolidated Statements of Income.
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The following tables provide information regarding our investments in financing receivables at June 30, 2026 (dollar amounts in thousands):
Type | Number | Number | Purchase | Investment | |||||||||||||||||||
Interest | Investment | Lease | Gross | LTC | of | of | of | Option | per | ||||||||||||||
Rate | Year | Maturity | State | Investments | Investment | Properties | Properties | Beds/Units | Window | Bed/Unit | |||||||||||||
(1) | 2023 | 2033 | NC | $ | | $ | | SH | 2025-2029 | $ | | ||||||||||||
(2) | 2024 | 2034 | NC/SC | | | SH | 2024-2028 | $ | | ||||||||||||||
(2) | 2024 | 2034 | NC | | | SH | 2024-2028 | $ | | ||||||||||||||
Total | $ | | $ | | | ||||||||||||||||||
| (1) | The seller-lessee has the option to buy the properties in multiple tranches and in serial closings approved by LTC with an exit IRR of |
| (2) | The seller-lessee has a purchase option exercisable with an exit IRR of |
The following table summarizes our financing receivable activity for the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30, | |||||||
2026 | 2025 | ||||||
Investment and funding under financing receivables | $ | | $ | — | |||
Sale of properties accounted for as a financing receivable | ( | (1) | — | ||||
Distribution paid to non-controlling interest related to sale of properties accounted for as a financing receivable | ( | (1) (2) | — | ||||
Amortization of capital costs | — | ( | |||||
Recovery of credit losses | | — | |||||
Net decrease in financing receivables | $ | ( | $ | ( | |||
| (1) | During the three months ended March 31, 2026, the lessee exercised its purchase option pursuant to its master lease to acquire |
| (2) | Represents a non-cash distribution made in connection with the payoff discussed in (1) above. |
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5. | Mortgage Loans Receivable |
The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at June 30, 2026 (dollar amounts in thousands):
Type | Percentage | Number of | Investment | ||||||||||||||||||||
Gross | of | of | SNF | SH | per |
| |||||||||||||||||
Interest Rate | Maturity | State | Investment | Property | Investment | Loans (1) | Properties (1) | Beds | Units | Bed/Unit |
| ||||||||||||
(2) | 2043 | MI | $ | | SNF | | % | | | | — | $ | | ||||||||||
2030 | CA | | SH | | % | | | — | | $ | | ||||||||||||
2030 | FL | | SH | | % | | | — | | $ | | ||||||||||||
(3) | 2045 | MI | | SNF | | % | | | | | — | $ | | ||||||||||
(3) | 2045 | MI |
| | SNF | | % | | | |
| — | $ | | |||||||||
2027 | MI | | SH | | % | | | — | | $ | | ||||||||||||
(3) | 2045 | MI | | SNF | | % | | | | — | $ | | |||||||||||
2027 | NC | | SH | | % | | | — | | $ | | ||||||||||||
(4) | 2030 | IL | | UDP | | % | | — | — | — | $ | — | |||||||||||
Total | $ | | (1) | | % | | | |
| | $ | | |||||||||||
| (1) | Our mortgage loans are secured by properties located in |
| (2) | During 2025, we modified the mortgage loan with Prestige, the borrower, to provide Prestige an option to prepay their mortgage loan at par without penalty within a |
| (3) | Mortgage loans provide for |
| (4) | During 2024, we committed to fund a $ |
17
The following table summarizes our mortgage loan activity for the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30, | |||||||
2026 | 2025 | ||||||
Originations and funding under mortgage loans receivable | $ | | (1) | $ | | (2) | |
Application of interest reserve | | — | |||||
Scheduled principal payments received | ( | ( | |||||
Mortgage loan premium amortization | ( | ( | |||||
Provision for credit losses | ( | ( | |||||
Net increase in mortgage loans receivable | $ | | $ | | |||
| (1) | We funded the following: |
| (a) | $ |
| (b) | $ |
| (2) | We funded the following: |
| (a) | $ |
| (b) | $ |
6. | Investment in Unconsolidated Joint Ventures |
We had a $
18
Additionally, we had
Type | ||||||||||||
of | Income | Cash Income | Non-cash | |||||||||
Year | Properties | Recognized | Earned | Income Accrued | ||||||||
2026 | SNF (1) | $ | | (1) | $ | | (1) | $ | — | |||
2025 | SNF (1) | $ | | (1) | $ | | (1) | $ | — | |||
SH (2) | | (2) | | (2) | — | |||||||
SH (3) | | (3) | | (3) | | |||||||
Total | $ | | $ | | $ | |
| (1) | During the second quarter of 2026, the mortgage loan was paid off. |
| (2) | During the fourth quarter of 2025, our preferred equity investment in the JV that owns a |
| (3) | During the first quarter of 2025, our preferred equity investment in the JV that owns a |
7. | Notes Receivable |
Notes receivable consist of working capital loans and a mezzanine loan. The following table summarizes our investments in notes receivable at June 30, 2026 (dollar amounts in thousands):
Interest | Type of | Gross | Type of | |||||||||||||
Rate | IRR | Maturity | Loan | Investment | # of loans | Property | ||||||||||
— | 2026 | Working capital | $ | | SH | |||||||||||
% | 2027 | Mezzanine | | SH | ||||||||||||
— | 2028 | Working capital | | SNF | ||||||||||||
Total | $ | | (1) | |||||||||||||
| (1) | Excludes the impact of credit loss reserve. |
The following table is a summary of our notes receivable components as of June 30, 2026 and December 31, 2025 (in thousands):
At June 30, 2026 | At December 31, 2025 | ||||
Mezzanine loans | $ | | $ | | |
Working capital loans | | | |||
Notes receivable credit loss reserve | ( | ( | |||
Total notes receivable, net of credit loss reserve | $ | | $ | | |
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The following table summarizes our notes receivable activity for the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30, | ||||||
2026 | 2025 | |||||
Principal payments received under notes receivable | $ | ( | $ | ( | ||
Write-off of notes receivable | — | ( | (1) | |||
Recovery of credit losses | | | ||||
Net decrease in notes receivable | $ | ( | $ | ( | ||
| (1) | Represents the write-off of Anthem Memory Care LLC (“Anthem”) working capital note in connection with the conversion of Anthem’s triple-net leases to SHOP. |
8. | Credit Loss Reserve |
We apply ASC Topic 326, Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined our Financing receivables, Mortgage loans receivable and Notes receivable line items on our Consolidated Balance Sheets are within the scope of ASC 326.
Financing receivables. We obtained controlling interests in JVs that acquired properties through sale and leaseback transactions. The JVs concurrently leased the purchased properties to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs as Financing receivables on our Consolidated Balance Sheets. For more information regarding these transactions see Note 4. Financing Receivables above. At June 30, 2026, we had investments in
Mortgage loans. As part of our strategy of making investments in properties used in the provision of long-term health care services, we provided mortgage loan financing on such properties. At June 30, 2026, we had
Notes receivable. Our notes receivable consist of working capital notes and a mezzanine loan. Security for these notes can include all or a portion of the following credit enhancements: secured second mortgage, pledge of equity interests and personal/corporate guarantees.
20
The following table summarizes our financial instruments within the scope of ASC 326 by year of origination (in thousands):
Year of origination (1) | At June 30, 2026 | |||||||||||||||||||||||
Investment Type: | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | Credit loss reserve | ||||||||||||||||
Financing receivables | $ | — | $ | — | $ | | $ | | $ | — | $ | — | $ | | $ | | ||||||||
Mortgage loans receivable | $ | — | $ | | $ | | $ | | $ | — | $ | | $ | | $ | | ||||||||
Mezzanine loans | $ | — | $ | — | $ | — | $ | — | $ | | $ | — | $ | | $ | | ||||||||
Working Capital loans | — | — | | — | — | | | | ||||||||||||||||
Total Notes Receivable | $ | — | $ | — | $ | | $ | — | $ | | $ | | $ | | $ | | ||||||||
| (1) | Excludes paid-off loans. Additional funding, if any, is included in the year of the origination of the initial loan. |
We monitor the credit quality of our financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics. Our monitoring process includes periodic review of financial statements for each facility, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions. The future economic conditions are based on the economic data from the Federal Reserve and reasonable assumptions for the future economic trends.
In determining the “expected” credit loss reserves on these instruments, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions.
The expected credit losses related to our financial instruments that are within the scope of ASC 326 are as follows (in thousands):
| Recovery |
| Provision |
| |||||||||
| Balance | due to |
| due to |
| Balance | |||||||
| at | Payoffs/ |
| Originations/ |
| at | |||||||
Description |
| 12/31/2025 | Write-offs |
| additional funding |
| 6/30/2026 | ||||||
Credit Loss Reserve – Financing Receivables |
| $ | | $ | ( | (1) | $ | |
| $ | | ||
Credit Loss Reserve – Mortgage Loans Receivable | | — | | | |||||||||
Credit Loss Reserve – Notes Receivable |
| | ( |
| — |
| | ||||||
| (1) | Relates to the recovery of a credit loss reserve on a financing receivable resulting from the lessee’s exercise of its purchase option for the underlying properties during the three months ended March 31, 2026. |
We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy in place to reserve or write-off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write-off accrued interest receivable by recognizing credit loss expense. As of June 30, 2026, the total balance of accrued interest receivable of $
21
9. | Prepaid Expenses and Other Assets |
The following is a summary of our prepaid expenses and other assets at June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026 | December 31, 2025 | |||||
Investments, prepaid expenses and other assets | $ | | $ | | ||
Intangible assets, net of accumulated amortization: 2026— $ | | | ||||
SHOP prepaid expenses and other assets | | | ||||
SHOP accounts receivable, net of credit loss reserve: 2026— $ | | | ||||
Interest rate swap asset | | | ||||
| | |||||
Lease incentives | | | ||||
Total | $ | | $ | | ||
10. | Intangible Assets |
We make estimates in allocating the purchase price of acquisitions to the various components of the acquisition based on the fair value of each component. For certain acquisitions, such components include in-place leases and other intangible assets. In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases. The following is a summary of the carrying amount of intangible assets as of June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026 | December 31, 2025 | |||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||
Assets | Cost | Amortization | Net | Cost | Amortization | Net | ||||||||||||||||
In-place leases | $ | | (1) | $ | ( | (2) | $ | | $ | | (1) | $ | ( | (2) | $ | | ||||||
Tax abatement intangible | $ | | (3) | $ | ( | (3) | $ | | $ | | (3) | $ | ( | (3) | $ | | ||||||
| (1) | Included in the Buildings and improvements line item in our Consolidated Balance Sheets. Increase relates to acquisition of |
| (2) | Included in the Accumulated depreciation and amortization line item in our Consolidated Balance Sheets. |
| (3) | Included in the Prepaid expenses and other assets line item in our Consolidated Balance Sheets. |
The following table provides future amortization expenses related to the intangible assets at June 30, 2026 (in thousands):
July-December | ||||||||||||||||||||||||
| Total | | 2026 | 2027 | | 2028 | | 2029 | | 2030 | | 2031 | | Thereafter | ||||||||||
In-place leases (1) | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Tax abatement intangible (2) |
| | |
| |
| |
| |
| |
| |
| | |||||||||
$ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||||
| (1) | Recorded as amortization expense included in the Depreciation and amortization line item on our Consolidated Statements of Income. |
| (2) | Recorded as Triple-net lease property tax expense on our Consolidated Statements of Income. |
22
11. | Debt Obligations |
Unsecured Credit Facility. We had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $
During the third quarter of 2025, we entered into a new
During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $
Based on our leverage at June 30, 2026, the facility provides for interest annually at plus
Interest Rate Swap Agreements. In connection with entering into the Original Term Loans described above, we entered into
23
Information regarding our interest rate swaps measured at fair value, which are classified as Level 2 of the fair value hierarchy, is presented below (dollar amounts in thousands):
Notional | Fair Value at | |||||||||||||||||
Swap Rate | Date Entered | Maturity Date | Rate Index | Amount | June 30, 2026 | December 31, 2025 | ||||||||||||
% | November 2021 | November 19, 2026 | 1-month SOFR | $ | (1) | $ | | $ | | |||||||||
% | December 2025 | December 12, 2028 | SOFR with 5-day lookback | | ( | |||||||||||||
% | December 2025 | December 12, 2028 | SOFR with 5-day lookback | | ( | |||||||||||||
% | December 2025 | December 12, 2029 | SOFR with 5-day lookback | | ( | |||||||||||||
% | December 2025 | December 12, 2030 | SOFR with 5-day lookback | | ( | |||||||||||||
% | December 2025 | December 12, 2030 | SOFR with 5-day lookback | | ( | |||||||||||||
% | June 2026 | June 25, 2029 | SOFR with 5-day lookback | | — | |||||||||||||
% | June 2026 | June 25, 2029 | SOFR with 5-day lookback | ( | — | |||||||||||||
% | June 2026 | June 25, 2029 | SOFR with 5-day lookback | — | — | |||||||||||||
% | June 2026 | June 25, 2029 | SOFR with 5-day lookback | ( | — | |||||||||||||
% | December 2025 | December 12, 2032 | SOFR with 5-day lookback | | ( | |||||||||||||
% | December 2025 | December 12, 2032 | SOFR with 5-day lookback | | ( | |||||||||||||
$ | $ | | $ | | ||||||||||||||
| (1) | During the third quarter of 2025, the interest rate swap was rolled into the Revolving Line of Credit. |
Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from
The Credit Agreement and the senior unsecured notes contain financial covenants, which are measured quarterly, that require us to maintain, among other things:
| ● | a ratio of total indebtedness to total asset value not greater than |
| ● | a ratio of secured debt to total asset value not greater than |
| ● | a ratio of unsecured debt to the value of the unencumbered asset value not greater than |
| ● | a ratio of EBITDA, as calculated in the debt obligation, to fixed charges not less than |
At June 30, 2026, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.
24
The following table sets forth information regarding debt obligations by component as of June 30, 2026 and December 31, 2025 (dollar amounts in thousands):
At June 30, 2026 | At December 31, 2025 | ||||||||||||||
Applicable | Available | Available | |||||||||||||
Interest | Outstanding | for | Outstanding | for | |||||||||||
Debt Obligations | Rate (1) | Balance | Borrowing | Balance | Borrowing | ||||||||||
Revolving line of credit (2) | $ | | $ | | $ | | $ | | |||||||
Term loans, net of debt issue costs | | — | | — | |||||||||||
Senior unsecured notes, net of debt issue costs (3) | | — | | — | |||||||||||
Total | $ | | $ | | $ | | $ | | |||||||
| (1) | Represents weighted average interest rate as of June 30, 2026. |
| (2) | Subsequent to June 30, 2026, we borrowed $ |
| (3) | Subsequent to June 30, 2026, we repaid $ |
During the six months ended June 30, 2026 and 2025, our debt borrowings and repayments were as follows (in thousands):
Six Months Ended June 30, | |||||||||||||
2026 | 2025 | ||||||||||||
Debt Obligations | Borrowings | Repayments | Borrowings | Repayments | |||||||||
Revolving line of credit | $ | | (1) | $ | ( | $ | | $ | ( | ||||
Senior unsecured notes | — | ( | (2) | — | ( | ||||||||
Total | $ | | $ | ( | $ | | $ | ( | |||||
| (1) | Subsequent to June 30, 2026, we borrowed $ |
| (2) | Subsequent to June 30, 2026, we repaid $ |
12. | Accrued Expenses and Other Liabilities |
The following is a summary of our accrued expenses and other liabilities at June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026 | December 31, 2025 | |||||
Impounds | $ | | $ | | ||
SHOP liabilities | | | ||||
Property tax liability | | | ||||
Maintenance and repair reserves | | | ||||
Accounts payable and other accrued liabilities | | | ||||
| | |||||
SHOP deferred revenue | | | ||||
Deferred commitments | | | ||||
Security deposits | | | ||||
Total | $ | | $ | | ||
25
13. | Equity |
Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have 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 our Consolidated Balance Sheets.
As of June 30, 2026, we have the following consolidated VIEs (in thousands):
Gross | |||||||||||||
Investment | Property | Consolidated | Non-Controlling | ||||||||||
Year | Purpose | Type | State | Assets (1) | Interests | ||||||||
2024 | Own real estate | SH | NC/SC | $ | | $ | | ||||||
2024 | Own real estate | SH | NC | | | ||||||||
2023 | Own real estate | SH | OH | | | ||||||||
2023 | Own real estate | SH | NC | | | ||||||||
Total | $ | | $ | |
| (1) | Includes the total real estate investments and excludes intangible assets. |
During 2026, a lessee, which was also our joint venture partner in a VIE for which we were the primary beneficiary, exercised its purchase option and acquired
Common Stock. We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $
During the six months ended June 30, 2026, we sold
During the six months ended June 30, 2025, we sold
During the six months ended June 30, 2026 and 2025, we acquired
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
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described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Distributions.
Six Months Ended June 30, | |||||||||||||
2026 | 2025 | ||||||||||||
Declared | Paid | Declared | Paid | ||||||||||
Common Stock (1) | $ | | (2) | $ | | (2) | $ | | (3) | $ | | (3) | |
| (1) | Represents $ |
| (2) | Includes $ |
| (3) | Includes $ |
In July 2026, we declared a monthly cash dividend of $
Stock-Based Compensation. During 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,
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The following table summarizes our restricted stock activity for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30, | |||||||||||||
Shares | Weighted Average Price | ||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||
Outstanding, January 1 | | | $ | $ | |||||||||
Granted | | | $ | $ | |||||||||
Vested | ( | ( | (1) | $ | $ | ||||||||
Outstanding, June 30 | | | $ | $ | |||||||||
| (1) | Includes the accelerated vesting of |
During the six months ended June 30, 2026,
During the six months ended June 30, 2026 and 2025, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:
Grant Date | ||||||||||
Fair Value | ||||||||||
No. of | per | |||||||||
Year | Shares/Units | Share | Reward Type | Vesting Period | ||||||
2026 | $ | Restricted stock | ratably over | |||||||
$ | Performance-based stock units | TSR targets (1) | ||||||||
$ | Performance-based stock units | TSR targets (2) | ||||||||
| $ | | Restricted stock | (3) | ||||||
2025 | $ | Restricted stock | ratably over | |||||||
| $ | | Performance-based stock units | TSR targets (1) | ||||||
| $ | | Performance-based stock units | TSR targets (2) | ||||||
| $ | | Restricted stock | April 30, 2028 | ||||||
| $ | | Restricted stock | (3) | ||||||
| (1) | Vesting is based on achieving certain total shareholder return (“TSR”) targets in |
| (2) | Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in |
| (3) | Vesting date is the earlier of the -year anniversary of the award date and the date of the next annual meeting of the stockholders of LTC following the award date. |
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Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the six months ended June 30, 2026 and 2025 was $
Remaining | |||
Compensation | |||
Vesting Date | Expense | ||
July-December 2026 | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
Total | $ | | |
14. | Commitments and Contingencies |
At June 30, 2026, we had commitments as follows (in thousands):
Total | ||||||||||||
Investment | 2026 | Commitment | Remaining | |||||||||
Commitment | Funding | Funded | Commitment | |||||||||
Owned real properties-Triple-Net Portfolio (Note 3. Owned Real Properties) | $ | | (1) | $ | | $ | | $ | | |||
Financing receivables (Note 4. Financing Receivables) | | | | | ||||||||
Accrued incentives and earn-out liabilities | | (2) | — | — | | |||||||
Mortgage loans (Note 5. Mortgage Loans Receivable) | | (3) | | | | |||||||
Notes receivable (Note 7. Notes Receivable) | | (4) | — | | | |||||||
Total | $ | | $ | | $ | | $ | | ||||
| (1) | Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and skilled nursing properties. |
| (2) | Represents an earn-out payment up to $ |
| (3) | Includes $ |
| (4) | Represents working capital loan commitments. |
Additionally, we expect to invest capital related to our SHOP segment to improve and maintain our properties. Some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 3. Owned Real Properties and Note 4. Financing Receivables for additional information about our purchase options.
We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.
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15. | Earnings per Share |
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||
Net income | $ | | $ | | $ | | $ | | |||||
Less income allocated to non-controlling interests |
| ( |
| ( |
| ( |
| ( | |||||
Less non-forfeitable dividends on participating securities | ( | ( | ( | ( | |||||||||
Net income available to common stockholders–basic and diluted | $ | | $ | | $ | | $ | | |||||
Shares for basic net income per share | | | | | |||||||||
Effect of dilutive securities: | |||||||||||||
Performance-based stock units | | | | | |||||||||
Total effect of dilutive securities | | | | | |||||||||
Shares for diluted net income per share | | | | | |||||||||
Basic net income per share | $ | | $ | | $ | | $ | | |||||
Diluted net income per share | $ | | $ | | $ | | $ | | |||||
16. | Fair Value Measurements |
In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities.
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The carrying amount of cash and cash equivalents approximates their fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities.
At June 30, 2026 | At December 31, 2025 | ||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||
Value | Value | Value | Value | ||||||||||
Financing receivables, net of credit loss reserve | $ | | $ | | (1) | $ | | $ | | (1) | |||
Mortgage loans receivable, net of credit loss reserve | | | (2) | | | (2) | |||||||
Notes receivable, net of credit loss reserve |
| |
| | (3) |
| |
| | (3) | |||
Revolving line of credit |
| | | (4) | | | (4) | ||||||
Term loans, net of debt issue costs | | | (4) | | | (4) | |||||||
Senior unsecured notes, net of debt issue costs |
| | | (5) | | | (5) | ||||||
| (1) | Our investment in financing receivables is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate used to value our future cash inflows of the financing receivables at both June 30, 2026 and December 31, 2025 was |
| (2) | Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable was |
| (3) | Our investments in notes receivable are classified as Level 3. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash flows of the notes receivable at June 30, 2026 and December 31, 2025 was |
| (4) | Our revolving line of credit and term loans bear interest at a variable interest rate. The estimated fair value of our revolving line of credit and term loans approximated their carrying values at June 30, 2026 and December 31, 2025 based upon prevailing market interest rates for similar debt arrangements. |
| (5) | Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At June 30, 2026, the discount rate used to value our future cash outflow of our senior unsecured notes was |
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17. | Segment Information |
We use the management approach in determining the reportable operating segments. The management approach considers the internal organization and reporting used by our chief operating decision maker (“CODM”) for making operating decisions, allocating resources and assessing performance as the source for determining our reportable segments. In making this determination, we:
| i. | Determine our CODM; |
| ii. | identify and analyze our potential business components; |
| iii. | identify our operating segments; and |
| iv. | determine whether there are multiple operating segments requiring presentation as separate reportable segments. |
During the six months ended June 30, 2026 and 2025, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.
During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, we conduct and manage our business as
Three Months Ended June 30, 2026 | ||||||||||||
Real estate | Non-segment | |||||||||||
| investment portfolio | | SHOP | | /corporate (1) | | Total | |||||
Revenues: | ||||||||||||
Rental income | $ | | $ | — | $ | — | $ | | ||||
Resident fees and services | — | | — | | ||||||||
Interest income from financing receivables | | — | — | | ||||||||
Interest income from mortgage loans | | — | — | | ||||||||
Interest and other income | | — | | | ||||||||
Total revenues | | | | | ||||||||
Income from unconsolidated joint ventures | | — | — | | ||||||||
Property level expenses | ( | ( | — | ( | ||||||||
NOI | | | | | ||||||||
Interest expense | ( | |||||||||||
Depreciation and amortization | ( | |||||||||||
Provision for credit losses | ( | |||||||||||
Transaction costs | ( | |||||||||||
General and administrative expenses | ( | |||||||||||
Gain on sale of real estate, net | | |||||||||||
Income tax provision | ( | |||||||||||
Net income | $ | | ||||||||||
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Six Months Ended June 30, 2026 | ||||||||||||
Real estate | Non-segment | |||||||||||
| investment portfolio | | SHOP | | /corporate (1) | | Total | |||||
Revenues: | ||||||||||||
Rental income | $ | | $ | — | $ | — | $ | | ||||
Resident fees and services | — | | — | | ||||||||
Interest income from financing receivables | | — | — | | ||||||||
Interest income from mortgage loans | | — | — | | ||||||||
Interest and other income | | — | | | ||||||||
Total revenues | | | | | ||||||||
Income from unconsolidated joint ventures | | — | — | | ||||||||
Property level expenses | ( | ( | — | ( | ||||||||
NOI | | | | | ||||||||
Interest expense | ( | |||||||||||
Depreciation and amortization | ( | |||||||||||
Write-off of effective interest receivable | — | |||||||||||
Recovery for credit losses | | |||||||||||
Transaction costs | ( | |||||||||||
General and administrative expenses | ( | |||||||||||
Gain on sale of real estate, net | | |||||||||||
Income tax provision | ( | |||||||||||
Net income | $ | | ||||||||||
Three Months Ended June 30, 2025 | ||||||||||||
Real estate | Non-segment | |||||||||||
| investment portfolio | | SHOP | | /corporate (1) | | Total | |||||
Revenues: | ||||||||||||
Rental income | $ | | $ | — | $ | — | $ | | ||||
Resident fees and services | — | | — | | ||||||||
Interest income from financing receivables | | — | — | | ||||||||
Interest income from mortgage loans | | — | — | | ||||||||
Interest and other income | | — | | | ||||||||
Total revenues | | | | | ||||||||
Income from unconsolidated joint ventures | | — | — | | ||||||||
Property level expenses | ( | ( | — | ( | ||||||||
NOI | | | | | ||||||||
Interest expense | ( | |||||||||||
Depreciation and amortization | ( | |||||||||||
Provision for credit losses | ( | |||||||||||
Transaction costs | ( | |||||||||||
General and administrative expenses | ( | |||||||||||
Gain on sale of real estate, net | | |||||||||||
Income tax benefit | | |||||||||||
Net income | $ | | ||||||||||
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Six Months Ended June 30, 2025 | ||||||||||||
Real estate | Non-segment | |||||||||||
| investment portfolio | | SHOP | | /corporate (1) | | Total | |||||
Revenues: | ||||||||||||
Rental income | $ | | $ | — | $ | — | $ | | ||||
Resident fees and services | — | | — | | ||||||||
Interest income from financing receivables | | — | — | | ||||||||
Interest income from mortgage loans | | — | — | | ||||||||
Interest and other income | | — | | | ||||||||
Total revenues | | | | | ||||||||
Income from unconsolidated joint ventures | | — | — | | ||||||||
Property level expenses | ( | ( | — | ( | ||||||||
NOI | | | | | ||||||||
Interest Expense | ( | |||||||||||
Depreciation and Amortization | ( | |||||||||||
Provision for credit losses | ( | |||||||||||
Transaction costs | ( | |||||||||||
General and administrative expenses | ( | |||||||||||
Gain on sale of real estate, net | | |||||||||||
Income tax benefit | | |||||||||||
Net income | $ | | ||||||||||
| (1) | The non-segment/corporate category includes income from temporary investments and other corporate-level income not attributable to a reportable segment. |
Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM is not provided with such information to evaluate business performance and allocate resources.
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18. | Income Taxes |
Our Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Under RIDEA, a REIT may lease a "qualified healthcare property" on an arm's-length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. A "qualified healthcare property" includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on our Consolidated Statements of Income and are subject to federal, state and local income taxes. Our provision for income taxes for the three and six months ended June 30, 2026, was an expense of $
19. | Subsequent Events |
Subsequent to June 30, 2026, the following events occurred:
Real Estate Acquisitions.
| | Number | | Number | Type | |||||
of | Purchase | of | of | |||||||
State | Properties | Price | Beds/Units | Property | ||||||
Minnesota | $ | | | SH | ||||||
New Mexico & Colorado | | | SH | |||||||
Wisconsin | | | SH | |||||||
Totals (1) | $ | | | |||||||
| (1) | In conjunction with the acquisitions, we entered into |
Property Sales. We sold a
Debt. We borrowed $
Equity: We declared a monthly cash dividend of $
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify some of the forward-looking statements by their use of forward-looking words, such as “believes,” “expects,” “may,” “will,” “could,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or the negative of those words or similar words. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, operational and legal risks and liabilities under our new SHOP segment; our dependence on the ability of our third-party independent operators to successfully manage and operate our SHOP communities; our dependence on our operators for revenue and cash flow; government regulation of the health care industry; changes in federal, state, or local laws limiting real estate investment trust (“REIT”) investments in the health care sector; federal and state health care cost containment measures including reductions in reimbursement from third-party payors such as Medicare and Medicaid; required regulatory approvals for operation of health care facilities; a failure to comply with applicable law or regulations for the operation of health care facilities; the adequacy of insurance coverage maintained by our operators; our reliance on a few major operators; our ability to find suitable replacement operators for our SHOP communities; our ability to renew leases or enter into favorable terms of renewals or new leases; the impact of inflation; operator financial or legal difficulties; the sufficiency of collateral securing mortgage loans; an impairment of our real estate investments; the relative illiquidity of our real estate investments; our ability to develop and complete construction projects; our ability to invest cash proceeds for health care properties; a failure to qualify as a REIT; our ability to grow if access to capital is limited; and a failure to maintain or increase our dividend. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our publicly available filings with the Securities and Exchange Commission. We do not undertake any responsibility to update or revise any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise. Although our management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results may differ materially from any forward-looking statements due to the risks and uncertainties of such statements.
Executive Overview
Company Overview
We are a health care real estate investment trust (“REIT”) that invests in seniors housing and health care properties through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. We have been operating since August 1992.
Our primary seniors housing and health care property classifications include independent living communities, assisted living communities, memory care communities and combinations thereof and skilled nursing centers (“SNF”). For purposes of this quarterly report and other presentations, we
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generally include independent living communities, assisted living communities, memory care communities and combinations thereof in the seniors housing communities classification (“SH”). We also have investments in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital.
Substantially all of our revenues and sources of cash flows from operations are derived from resident fees and services, rents from operating leases, interest earned on financing receivables and interest earned on outstanding loans receivable. Income from our investments represents our primary source of liquidity to fund distributions and is dependent upon the performance of our SHOP communities and operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by investment type, property type and operator. Our monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance.
In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. Some operating leases and loans are credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the operator and its affiliates.
We conduct and manage our business as two operating segments, for reporting and decision-making purposes: i) real estate investments (“Real Estate Investments”) segment which consists of owned real properties subject to non-cancelable triple-net leases (“NNN” or “Triple-Net Portfolio”), financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures and ii) SHOP segment.
Business and Investment Strategy
Since commencing operations in August 1992, our objective has been to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our goal is to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.
During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”) as authorized by the Housing and Economic Recovery Act of 2008. Under RIDEA, we are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income) and have certain oversight approval rights and the right to review operational and financial reporting information. However, our independent third-party operators ultimately control the day-to-day operations of the property, pursuant to the terms of our management agreements. Offering RIDEA structures represents a further aspect of our traditional strategy of investing through vehicles such as non-cancelable triple-net operating leases, mortgage loans, and structured finance. We believe that RIDEA structures provide us with additional investment and higher growth opportunities.
We also have identified opportunities to convert existing triple-net leases into our new SHOP segment, and in certain instances have completed these conversions. To develop and implement RIDEA structures, we may need to continue to commit financial and operational resources. While we anticipate that adding RIDEA transactions will be positive for our business model, our ability to succeed in this new
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segment will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of our SHOP communities. We rely on the SHOP operator’s personnel, expertise, resources, good faith, and judgement to manage our SHOP communities efficiently and effectively. We also rely on the SHOP operators to set appropriate resident fees, provide accurate property-level financial results for our properties in a timely manner, and otherwise operate our SHOP communities in compliance with the terms of our management agreements and all applicable laws and regulations.
Depending upon the availability and cost of external capital, we anticipate making additional investments in seniors housing communities. New investments are generally funded from cash on hand, proceeds from periodic asset sales, borrowings under our unsecured revolving line of credit, proceeds from sale of common stock under our ATM, and internally generated cash flows. Our investments generate internal cash from resident fees and services, rent, interest from financing receivables and interest receipts and principal payments on loan receivables. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving line of credit, may be provided through a combination of public and private offerings of debt and equity securities and secured and unsecured debt financing. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets’ environment, especially to changes in interest rates. Changes in the capital markets’ environment may impact the availability of cost-effective capital.
We believe our business model has enabled and will continue to enable us to maintain the integrity of our property investments, including in response to financial difficulties that may be experienced by operators and the variability of cash flow from our SHOP segment. Traditionally, we have taken a conservative approach to managing our business, choosing to maintain liquidity and exercise patience until favorable investment opportunities arise.
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Real Estate Portfolio Overview
The following tables summarize our real estate investment portfolio as of June 30, 2026 (dollar amounts in thousands):
Six Months Ended | ||||||||||||||||||||
June 30, 2026 | ||||||||||||||||||||
Number of | Percentage | Rental Income | Percentage | |||||||||||||||||
Number of | SNF | SH | Gross | of | and Resident | of Total | ||||||||||||||
Owned Properties | Properties (1) | Beds | Units | Investments | Investments | Fees and Services | Revenues | |||||||||||||
Triple-Net Portfolio: | ||||||||||||||||||||
Seniors Housing | 50 | — | 2,971 | $ | 447,788 | 18.0 | % | $ | 18,849 | 10.1 | % | |||||||||
Skilled Nursing | 41 | 5,076 | 236 | 523,027 | 21.0 | % | 27,603 | 14.9 | % | |||||||||||
Other (2) | 1 | 118 | — | 12,005 | 0.5 | % | 595 | 0.3 | % | |||||||||||
Subtotal: Triple-Net Portfolio | 92 | 5,194 | 3,207 | 982,820 | 39.5 | % | 47,047 | (4) | 25.3 | % | ||||||||||
SHOP: | ||||||||||||||||||||
Seniors Housing | 34 | — | 2,879 | 801,022 | 32.1 | % | 105,717 | (5) | 56.9 | % | ||||||||||
Total Owned Properties | 126 | 5,194 | 6,086 | 1,783,842 | 71.6 | % | 152,764 | 82.2 | % | |||||||||||
Number of | Percentage | Interest Income | Percentage | |||||||||||||||||
Number of | SNF | SH | Gross | of | from Financing | of Total | ||||||||||||||
Financing Receivables | Properties (1) | Beds | Units | Investments | Investments | Receivables | Revenues | |||||||||||||
Seniors Housing | 28 | — | 1,263 | 286,916 | 11.5 | % | 11,277 | 6.0 | % | |||||||||||
Total Financing Receivables | 28 | — | 1,263 | 286,916 | 11.5 | % | 11,277 | (6) | 6.0 | % | ||||||||||
Number of | Percentage | Interest Income | Percentage | |||||||||||||||||
Number of | SNF | SH | Gross | of | from Mortgage | of Total | ||||||||||||||
Mortgage Loans | Properties (1) | Beds | Units | Investments | Investments | Loans | Revenues | |||||||||||||
Seniors Housing | 5 | — | 551 | 125,906 | 5.0 | % | 5,330 | 2.9 | % | |||||||||||
Skilled Nursing | 21 | 2,576 | — | 253,800 | 10.2 | % | 14,617 | 7.9 | % | |||||||||||
Under Development (3) | — | — | — | 16,386 | 0.7 | % | 597 | 0.3 | % | |||||||||||
Total Mortgage Loans | 26 | 2,576 | 551 | 396,092 | 15.9 | % | 20,544 | 11.1 | % | |||||||||||
Number of | Percentage | Interest | Percentage | |||||||||||||||||
Number of | SNF | SH | Gross | of | and other | of Total | ||||||||||||||
Notes Receivable | Properties (1) | Beds | Units | Investments | Investments | Income | Revenues | |||||||||||||
Seniors Housing | 5 | — | 621 | 25,025 | 1.0 | % | 1,278 | 0.7 | % | |||||||||||
Skilled Nursing | — | — | — | 703 | 0.0 | % | — | 0.0 | % | |||||||||||
Total Notes Receivable | 5 | — | 621 | 25,728 | 1.0 | % | 1,278 | (7) | 0.7 | % | ||||||||||
Total Portfolio | 185 | 7,770 | 8,521 | $ | 2,492,578 | 100.0 | % | $ | 185,863 | 100.0 | % | |||||||||
Number | Number of | Percentage | |||||||||||
of | SNF | SH | Gross | of | |||||||||
Summary of Properties by Type | Properties (1) | Beds | Units | Investments | Investments | ||||||||
Seniors Housing | 122 | — | 8,285 | $ | 1,686,657 | 67.6 | % | ||||||
Skilled Nursing | 62 | 7,652 | 236 | 777,530 | 31.2 | % | |||||||
Other (2) | 1 | 118 | — | 12,005 | 0.5 | % | |||||||
Under Development (3) | — | — | — | 16,386 | 0.7 | % | |||||||
Total Portfolio | 185 | 7,770 | 8,521 | $ | 2,492,578 | 100.0 | % | ||||||
| (1) | We have investments in owned properties, including our Triple-Net Portfolio and SHOP, financing receivables, mortgage loans and notes receivable in 23 states to 31 operators. |
| (2) | Includes three parcels of land held-for-use and one behavioral health care hospital. |
| (3) | Represents a $26,120 mortgage loan commitment, of which $16,386 has been funded, for the construction of a 116-unit SH located in Illinois. The loan bears interest at a current rate of 9.0 % and an IRR of 9.5%. |
| (4) | Excludes $4,464 variable rental income from lessee reimbursement of our real estate taxes and $818 rental income related to properties sold and properties converted into our SHOP segment. |
| (5) | Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities. |
| (6) | Excludes $2,618 of interest income from financing receivables related to the sale of properties accounted for as a financing receivable. |
| (7) | Included in the Interest and other income line item of our Consolidated Statements of Income. |
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As of June 30, 2026, we had $2.1 billion in net carrying value of investments as follows (in thousands):
Percentage | ||||||
Carrying | of | |||||
Value | Investments | |||||
SHOP | $ | 720,178 | 35.0 | % | ||
Triple-Net Portfolio | 633,895 | 30.9 | % | |||
Financing receivables | 284,047 | 13.8 | % | |||
Mortgage loans | 392,137 | 19.1 | % | |||
Notes receivable | 25,471 | 1.2 | % | |||
Investments, net | $ | 2,055,728 | 100.0 | % | ||
The following table provides details on the components of revenues and related net operating income (“NOI”) across our portfolio (in thousands):
Three Months Ended | Six Months Ended | |||||
June 30, 2026 | ||||||
Real Estate Investment segment: | ||||||
Triple-Net Portfolio | ||||||
Contractual cash rental income | $ | 24,187 | $ | 48,723 | ||
Variable cash rental income | 2,196 | 4,464 | ||||
Straight-line rent adjustment (1) | (264) | (598) | ||||
Adjustment of lease incentives and rental income | (13) | (13) | ||||
Amortization of lease incentives | (116) | (247) | ||||
Rental income | 25,990 | 52,329 | ||||
Financing Receivables: | ||||||
Cash interest income from financing receivables | 5,279 | 13,358 | ||||
Effective interest income (2) | 361 | 735 | ||||
Write-off of effective interest related to sale of properties accounted for as a financing receivable (2) | — | (198) | ||||
Interest income from financing receivables | 5,640 | 13,895 | ||||
Mortgage loans receivable: | ||||||
Cash interest received | 10,027 | 19,916 | ||||
Effective interest income (3) | 288 | 628 | ||||
Interest income from mortgage loans | 10,315 | 20,544 | ||||
Other notes receivable: | ||||||
Interest income-other notes | 662 | 1,325 | ||||
Effective interest adjustment (4) | (23) | (47) | ||||
Interest income from notes receivable | 639 | 1,278 | ||||
Unconsolidated joint ventures | ||||||
Income from unconsolidated joint ventures | 101 | 396 | ||||
Total revenue-Real Estate Investments segment | 42,685 | 88,442 | ||||
Triple-net lease property tax expense | (2,101) | (4,495) | ||||
NOI-Real Estate Investment Segment (5) | $ | 40,584 | $ | 83,947 | ||
SHOP segment: | ||||||
Resident fees and services: | $ | 56,132 | $ | 105,717 | ||
Property level expenses-SHOP | (42,208) | (79,097) | ||||
NOI-SHOP Segment (5) | $ | 13,924 | $ | 26,620 | ||
| (1) | At June 30, 2026, the straight-line rent receivable balance on our Consolidated Balance Sheets was $17,329. |
| (2) | At June 30, 2026, the financing receivables effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $7,436. During 2026, we wrote-off $198 effective interest receivable previously recognized related to the sale of properties accounted for as a financing receivable. |
| (3) | At June 30, 2026, the mortgage loans receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $14,685. |
| (4) | At June 30, 2026, the other notes receivable effective interest receivable balance, which is included in the Interest receivable line item on our Consolidated Balance Sheets, was $27. |
| (5) | See Non-GAAP Financial Measures below for additional information and reconciliation. |
Update on Certain Operators
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Genesis Healthcare, Inc.
During the second quarter of 2025, we received written notice from Genesis Healthcare Inc. (“Genesis”) of its exercise of a 5-year extension option, which extended the term of the lease to April 30, 2031. During the third quarter of 2025, Genesis filed for Chapter 11 bankruptcy. Accordingly, we wrote-off the straight-line rent receivable balance of $1.3 million related to Genesis’ master lease. During the three months ended March 31, 2026, a federal bankruptcy judge approved the sale of Genesis’ assets to a newly formed investment group. Affiliates of Genesis lease six skilled nursing centers in New Mexico (five) and Alabama (one) with a total of 782 beds under a master lease with LTC. Genesis has paid their contractual rent through August 2026.
Prestige Healthcare
Prestige Healthcare (“Prestige”) operates 21 skilled nursing centers located in Michigan secured under four mortgage loans and two skilled nursing centers located in South Carolina under a master lease. Prestige is our largest operator based on total revenues and second largest operator based on total assets, representing 7.8% of our total revenues and 11.9% of our total assets as of June 30, 2026.
Prior to an amendment in July 2025, under Prestige’s $179.9 million mortgage loan secured by 14 properties, the minimum mortgage interest payment due to us was based on an annual current pay rate of 8.5% on the outstanding loan balance. The difference between the contractual interest rate and the current pay interest rate on the outstanding loan balance remained an obligation of Prestige and was payable through the application of security deposits we hold on behalf of Prestige or was payable at maturity.
During the third quarter of 2025, Prestige’s $179.9 million mortgage loan was modified to provide Prestige an option to prepay this mortgage loan at par and without penalty within a 12-month window beginning in July 2026. The modification was effective July 1, 2025. Under the modification, Prestige agreed to provide us with at least a 90-day notice of its intention to exercise the option, and the ability for Prestige to exercise the pre-payment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing. During the third quarter of 2025, in conjunction with the loan amendment that provided the borrower with a penalty-free early payoff option, we wrote-off $41.5 million of effective interest previously accrued related to this loan. During the three months ended March 31, 2026, Prestige provided notice of its intent to repay its $179.9 million mortgage loan and we expect them to repay the loan during the fourth quarter of 2026. Prestige is current on their contractual loan obligations through August 2026.
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2026 Activities Overview
Owned Real Properties–SHOP
During the six months ended June 30, 2026, we continued to expand our SHOP segment. Accordingly, we acquired five seniors housing communities within our SHOP segment for $171.5 million. Also, we terminated two additional triple-net master leases and converted four seniors housing communities covered under these master leases into our SHOP segment. Upon conversion, we entered into management agreements with two operators new to us. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million. As of June 30, 2026, our SHOP segment represented 32.1% of our gross portfolio investments and comprised of 34 seniors housing communities that are managed on our behalf by 11 independent operators pursuant to separate management agreements.
The following table summarizes acquisitions within our SHOP segment during the six months ended June 30, 2026 (dollar amounts in thousands):
Total | Number | Number |
| |||||||||||||
Purchase | Transaction | Acquisition | of | of |
| |||||||||||
State (1) | Type of Property | Price (1) | Costs | Costs (1) | Properties (1) | Beds/Units (1) |
| |||||||||
Georgia | SH | $ | 108,000 | $ | 192 | $ | 108,192 | 3 | 394 | |||||||
Arizona | SH | 54,250 | 58 | 54,308 | 1 | 104 | ||||||||||
Illinois | SH | 9,205 | 82 | 9,287 | 1 | 61 | ||||||||||
Totals | $ | 171,455 | $ | 332 | $ | 171,787 | (2) | 5 | 559 | |||||||
| (1) | Subsequent to June 30, 2026, we acquired the following five additional communities within our SHOP segment and entered into three management agreements with three independent operators: |
Number | Number | Type | |||||||
of | Purchase | of | of | ||||||
State | Properties | Price | Units | Property | |||||
Minnesota | 2 | $ | 95,350 | 215 | SH | ||||
New Mexico & Colorado | 2 | 72,500 | 133 | SH | |||||
Wisconsin | 1 | 40,000 | 147 | SH | |||||
Totals | 5 | $ | 207,850 | 495 |
| (2) | Excludes $217 of additional costs incurred related to 2025 acquisitions. Additionally, at acquisition, we received property tax proration credits of $381. |
During the six months ended June 30, 2026, we funded capital improvement projects of $5.3 million within our SHOP segment.
Owned Real Properties–Triple-Net Portfolio
The following table provides information related to our triple-net lease extensions during the six months ended June 30, 2026 (dollar amounts in thousands):
Number | Number | ||||||||||||
Gross | of | of | Original | Extended | |||||||||
Type of Property | Investment | Properties | Beds/Units | State | Maturity | Maturity | |||||||
SH | $ | 83,293 | 5 | 266 | CO, NJ | December 31, 2027 | December 31, 2032 | ||||||
SH | 68,767 | 7 | 461 | IL, MI, OH | May 31, 2026 | May 31, 2027 | |||||||
SH | 9,052 | 4 | 155 | OK | October 31, 2026 | October 31, 2030 | |||||||
$ | 161,112 | 16 | 882 |
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During the six months ended June 30, 2026, we terminated two triple-net master leases and converted four seniors housing communities covered under the master leases into our SHOP segment. Upon conversion, we entered into management agreements with two independent operators. The communities are located in Georgia, South Carolina and Texas (2) with a total of 247 units and an aggregate gross book value of $59.4 million.
During the six months ended June 30, 2026, we invested in the following improvement projects within our Triple-Net Portfolio (in thousands):
Type of Property | Amount | |||
Seniors Housing Communities | $ | 793 | ||
Skilled Nursing Centers | 380 | |||
Total | $ | 1,173 | ||
Financing Receivables
The following table summarizes our financing receivable activity for the six months ended June 30, 2026 (in thousands):
Amount | ||||
Investment and funding under financing receivables | $ | 373 | ||
Sale of properties accounted for as a financing receivable | (62,220) | (1) | ||
Distribution paid to non-controlling interest related to sale of properties accounted for as a financing receivable | (14,325) | (1) (2) | ||
Recovery of credit losses | 762 | |||
Net decrease in financing receivables | $ | (75,410) | ||
| (1) | During the three months ended March 31, 2026, the lessee exercised its purchase option pursuant to its master lease to acquire three skilled nursing centers in Florida with a total of 299 beds. In conjunction with this transaction, we received exit IRR income of $1,812. Additionally, we wrote-off $198 effective interest receivable previously recognized over the term of the financing receivable through payoff. |
| (2) | Represents a non-cash distribution made in connection with the payoff discussed in (1) above. |
Mortgage Loans Receivable
The following table summarizes our mortgage loan receivable activity for the six months ended June 30, 2026 (in thousands):
Amount | ||||
Originations and funding under mortgage loans receivable | $ | 9,472 | (1) | |
Application of interest reserve | 1,294 | |||
Scheduled principal payments received | (180) | |||
Mortgage loan premium amortization | (5) | |||
Provision for credit losses | (106) | |||
Net increase in mortgage loans receivable | $ | 10,475 | ||
| (1) | We funded the following: |
| (a) | $8,592 under a $26,120 mortgage loan commitment for the construction of a 116-unit SH located in Illinois. The borrower contributed $12,300 of equity, which was used to initially fund the construction. During the third quarter of 2025, we began funding this commitment. Our remaining commitment is $9,734. The loan bears interest at a current rate of 9.0% and an IRR of 9.5%; and |
| (b) | $880 under a $19,500 mortgage loan commitment for the construction of an 85-unit SH in Michigan. The borrower contributed $12,100 equity upon origination, which was used to initially fund the construction. Our remaining commitment is $1,517. The 8.8% interest-only loan matures in March 2027 and includes two one-year extension options, each of which is contingent on certain coverage thresholds. |
Investment in Unconsolidated Joint Ventures
We had a $12.7 million mortgage loan with a carrying value of $12.6 million. The acquisition, development and construction (“ADC”) loan, secured by a 104-bed skilled nursing center in Texas met
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the accounting criteria to be considered a variable interest entity (“VIE”). We were not the primary beneficiary of the VIE as we did not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we had significant influence over the VIE. Therefore, we accounted for the investment as a joint venture using the equity method of accounting. During the three months ended June 30, 2026, the mortgage loan was paid off.
Health Care Regulatory
The Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare SNF prospective payment system rates and other policies. On July 29, 2026, CMS issued a final rule to update Medicare payment policies and rates for SNFs under the SNF prospective payment system (“SNF PPS”) for fiscal year (“FY”) 2027. For FY 2027, CMS announced that it is updating SNF PPS rates by 2.4% based on the final SNF market basket of 3.3%, reduced by a 0.9% productivity adjustment, for an estimated increase of $882.74 million in aggregate payments to SNFs. CMS also announced FY 2027 updates to the SNF Quality Reporting Program (“QRP”). Specifically, CMS announced it is finalizing the removal of two measures from the QRP, beginning with the FY 2028 SNF QRP: (1) the COVID-19 Vaccination Coverage Among Healthcare Personnel measure, and (2) the COVID-19 Vaccine: Percent of Patients/Residents Who Are Up to Date measure. CMS also announced that it is finalizing the revised data submission timeframe from 4.5 months to approximately 45 days, beginning with FY 2029 SNF QRP. CMS also stated that to obtain the most accurate SNF quality of care information and to remain relevant to the SNF community and consumers, CMS is finalizing a requirement for all SNFs to submit minimum data set (“MDS”) data for all SNF residents receiving covered skilled care, regardless of payer. CMS also announced FY 2027 Final Updates to the SNF Value-Based Purchasing (“VBP”) program. Specifically, CMS finalized performance standards for the FY 2029 and FY 2030 program years to comply with the program’s statutory notice deadline. CMS stated it will update the “snapshot date” codified at 42 CFR § 413.338(f)(1)(v) for two measures calculated using MDS assessment data to maintain alignment with the newly finalized SNF QRP submission deadlines for MDS assessment data, beginning with FY 2027 data. CMS also stated that the SNF VBP adjustments for certain SNFs subject to the net reduction in payments under the SNF VBP and which are not incorporated into the impact estimates for the payment rate are an estimated $203.60 million reduction in FY 2027.
There can be no assurance that these rules or future regulations modifying Medicare SNF payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our lessees and borrowers which could, in turn, adversely impact the timing or level of their payments to us and our overall financial condition. Failure by an operator to comply with regulatory requirements can, among other things, jeopardize a facility’s compliance with the conditions of participation under relevant federal and state healthcare programs. Further the ability of our operators to comply with applicable regulations can be adversely impacted by changes in the labor market and increases in inflation.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results in making operating decisions and for budget planning purposes.
Concentration Risk. We evaluate a tenant/operator concentration based on whether revenues from transactions with a single external operator equal or exceed 10% of our total revenues. No single operator accounted for 10% or more of total revenues for the six months ended June 30, 2026.
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Additionally, we evaluate our concentration risk based on gross investment across asset mix, real estate investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our real estate investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property or mortgage loans. The National Association of Real Estate Investment Trusts (“Nareit”), an organization representing U.S. REITs and publicly traded real estate companies, classifies a company with 50% or more of assets directly or indirectly in the equity ownership of real estate as an equity REIT. Investment mix measures the portion of our investments that relate to our various property classifications. Operator mix measures the portion of our investments that relate to our top five operators. Geographic mix measures the portion of our real estate investment that relate to our top five states.
The following table reflects our recent historical trends of concentration risk (gross investment, in thousands):
6/30/26 | 3/31/26 | 12/31/25 | 9/30/25 | 6/30/25 |
| |||||||||||
Asset mix: | | | | | ||||||||||||
Triple-Net Portfolio | $ | 982,820 | $ | 1,019,948 | $ | 1,045,400 | $ | 1,149,924 | $ | 1,154,836 | ||||||
SHOP | 801,022 | 701,612 | 565,265 | 446,527 | 174,847 | |||||||||||
Financing receivables | 286,916 | 286,857 | 363,088 | 362,201 | 361,438 | |||||||||||
Mortgage loan receivables | 396,092 | 393,389 | 385,511 | 393,587 | 356,815 | |||||||||||
Notes receivable | 25,728 | 25,816 | 25,874 | 27,010 | 44,135 | |||||||||||
Unconsolidated joint ventures | — | 12,558 | 12,524 | 18,342 | 17,793 | |||||||||||
Real estate investment mix: | ||||||||||||||||
Senior housing communities | $ | 1,686,657 | $ | 1,618,357 | $ | 1,506,038 | $ | 1,440,634 | $ | 1,138,799 | ||||||
Skilled nursing centers | 777,530 | 795,508 | 871,825 | 943,775 | 959,060 | |||||||||||
Other (1) | 12,005 | 12,005 | 12,005 | 12,005 | 12,005 | |||||||||||
Under development |
| 16,386 | 14,310 | 7,794 | 1,177 | — | ||||||||||
Operator mix: | ||||||||||||||||
ALG Senior Living | $ | 297,932 | $ | 297,607 | $ | 297,292 | $ | 296,405 | $ | 295,628 | ||||||
Prestige Healthcare (1) | 267,797 | 267,854 | 267,982 | 268,534 | 268,567 | |||||||||||
Encore Senior Living | 215,911 | 213,584 | 206,429 | 199,187 | 196,735 | |||||||||||
HMG Healthcare, LLC | 167,971 | 168,059 | 167,737 | 167,917 | 167,202 | |||||||||||
Carespring Health Care Management, LLC | 102,940 | 102,940 | 102,940 | 102,940 | 102,940 | |||||||||||
Remaining operators | 639,005 | 688,524 | 790,017 | 916,081 | 903,945 | |||||||||||
SHOP operators (2) | 801,022 | 701,612 | 565,265 | 446,527 | 174,847 | |||||||||||
Geographic mix: | ||||||||||||||||
Wisconsin | $ | 320,593 | $ | 320,317 | $ | 319,951 | $ | 288,933 | $ | 94,051 | ||||||
North Carolina | 304,031 | 303,706 | 303,391 | 302,504 | 301,727 | |||||||||||
Texas | 304,015 | 315,794 | 314,987 | 314,232 | 319,423 | |||||||||||
Michigan | 294,649 | 294,466 | 293,954 | 293,889 | 293,189 | |||||||||||
Georgia | 148,036 | 146,778 | 38,162 | 15,148 | 32,148 | |||||||||||
Remaining states | 1,121,254 | 1,059,119 | 1,127,217 | 1,182,885 | 1,069,326 | |||||||||||
| (1) | Includes three parcels of land located adjacent to properties securing the Prestige Healthcare mortgage loan and are managed by Prestige. |
| (2) | Our communities within our SHOP segment operated by independent operators on our behalf are classified as “SHOP operators”. Our SHOP segment is not subject to operator/credit concentration risk. |
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Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to gross asset value and debt to market capitalization. The leverage ratios indicate how much of our Consolidated Balance Sheets capitalization is related to long-term obligations. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges (interest). The coverage ratios are based on earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) as defined by Nareit. See Non-GAAP Financial Measures below for information and reconciliation.
The following table reflects the recent historical trends for our credit strength measures:
Balance Sheet Metrics
Year to Date | Quarter Ended | ||||||||||||||||
6/30/26 | 6/30/26 | 3/31/26 | 12/31/25 | 9/30/25 | 6/30/25 | ||||||||||||
Debt to gross asset value | 29.7 | % | 29.7 | % | (1) | 34.3 | % | 34.0 | % | (5) | 38.1 | % | (8) | 31.3 | % | ||
Debt to market capitalization ratio | 27.3 | % | 27.3 | % | (2) | 31.9 | % | (4) | 33.6 | % | (6) | 35.1 | % | (9) | 30.4 | % | |
Interest coverage ratio (11) | 4.6 | x | 4.9 | x | (3) | 4.3 | x | 4.4 | x | (7) | 4.8 | x | (10) | 5.1 | x | ||
Fixed charge coverage ratio (11) | 4.6 | x | 4.9 | x | (3) | 4.3 | x | 4.4 | x | (7) | 4.8 | x | (10) | 5.1 | x | ||
| (1) | Decreased due to decrease in outstanding debt and increase in gross asset value. |
| (2) | Decreased due to increase in market capitalization resulting from the sale of common stock under our equity distribution agreement, as well as increase in stock price and decrease in outstanding debt. |
| (3) | Increased due to decrease in interest expense and increase in net operating income from our SHOP segment, partially offset by decrease in interest income from financing receivables. |
| (4) | Decreased due to increase in market capitalization resulting from the sale of common stock under our equity distribution agreement, as well as increase in stock price partially offset by increase in outstanding debt. |
| (5) | Decreased due to decrease in outstanding debt. |
| (6) | Decreased due to decrease in outstanding debt, partially offset by decrease in market capitalization resulting from a lower stock price. |
| (7) | Decreased due to increase in interest expense partially offset by increase in net operating income from our SHOP segment. |
| (8) | Increased due to increase in outstanding debt partially offset by increase in gross asset value. |
| (9) | Increased due to increase in outstanding debt partially offset by increase in market capitalization resulting from the sale of common stock under our equity distribution agreement as well as increase in stock price. |
| (10) | Decreased due to increase in interest expense and decrease in rental income, partially offset by increase in net operating income from our SHOP segment, and revenue from interest and other income. |
| (11) | In calculating our interest coverage and fixed charge coverage ratios above, we use EBITDAre. See Non-GAAP Financial Measures below for information and reconciliation. |
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to:
| ● | the status of the economy; |
| ● | the status of capital markets, including prevailing interest rates; |
| ● | compliance with and changes to regulations and payment policies within the health care industry; |
| ● | changes in financing terms; |
| ● | competition within the health care and seniors housing industries; |
| ● | changes in federal, state and local legislation; and |
| ● | the duration, spread and severity of a public health crisis such as a pandemic. |
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Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.
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Operating Results (unaudited, in thousands)
Three Months Ended |
| |||||||||
June 30, |
| |||||||||
2026 | 2025 | Difference |
| |||||||
Revenues: | ||||||||||
Rental income | $ | 25,990 | $ | 30,177 | $ | (4,187) | (1) | |||
Resident fees and services | 56,132 | 11,950 | 44,182 | (2) | ||||||
Interest income from financing receivables | 5,640 | 7,084 | (1,444) | (3) | ||||||
Interest income from mortgage loans | 10,315 | 9,680 | 635 | (4) | ||||||
Interest and other income | 782 | 1,349 | (567) | (5) | ||||||
Total revenues | 98,859 | 60,240 | 38,619 | |||||||
Expenses: | ||||||||||
Interest expense | 9,484 | 8,014 | (1,470) | (6) | ||||||
Depreciation and amortization | 12,371 | 8,776 | (3,595) | (7) | ||||||
Seniors housing operating expenses | 42,208 | 9,419 | (32,789) | (2) | ||||||
Provision for credit losses | 27 | 387 | 360 | |||||||
Transaction costs | 1,189 | 6,706 | 5,517 | (8) | ||||||
Triple-net lease property tax expense | 2,101 | 2,795 | 694 | |||||||
General and administrative expenses | 8,161 | 8,447 | 286 | |||||||
Total expenses | 75,541 | 44,544 | (30,997) | |||||||
Gain on sale of real estate, net | 7,562 | (9) | 332 | 7,230 | ||||||
Income from unconsolidated joint ventures | 101 | 439 | (338) | |||||||
Income tax (provision) benefit | (166) | 81 | (247) | |||||||
Net income | 30,815 | 16,548 | 14,267 | |||||||
Income allocated to non-controlling interests | (1,178) | (1,456) | 278 | |||||||
Net income attributable to LTC Properties, Inc. | 29,637 | 15,092 | 14,545 | |||||||
Income allocated to participating securities | (158) | (154) | (4) | |||||||
Net income available to common stockholders | $ | 29,479 | $ | 14,938 | $ | 14,541 | ||||
| (1) | Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and lower rent due to property sales. The decreases were partially offset by rent increases from fair-market rent resets and annual escalations. |
| (2) | Increased resulting from our new SHOP segment established during the second quarter of 2025. Since establishing the SHOP segment, we acquired 16 communities for $524,355 and converted 18 communities with a gross value of $271,563 through the end of June 2026. Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities. Seniors housing operating expenses include costs incurred to operate the communities in our SHOP segment. |
| (3) | Decreased primarily due to the sale of a portfolio of three SNFs in Florida accounted for as a financing receivable during the first quarter of 2026. |
| (4) | Increased due to additional mortgage loan receivables funding partially offset by payoffs and a decrease in effective interest income related to converting Prestige mortgage loan to cash basis during the third quarter of 2025. |
| (5) | Decreased primarily due to the payoff of a mezzanine loan during the third quarter of 2025. |
| (6) | Increased primarily due to entering into new term loans totaling $200,000 in the fourth quarter of 2025, partially offset by scheduled principal paydowns on our senior unsecured notes. |
| (7) | Increased due to acquisitions within our SHOP segment. |
| (8) | Decreased primarily due to $5,971 lease termination fee paid to New Perspective Senior Living, LLC (“New Perspective”) upon conversion of the community covered under a triple-net lease into our SHOP segment during the second quarter of 2025, partially offset by increased costs related to more acquisitions and conversions in our SHOP segment. |
| (9) | Represents the gain on sale related to two SNFs with a total of 141 beds in Tennessee. |
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Six Months Ended | ||||||||||
June 30, | ||||||||||
2026 | 2025 | Difference | ||||||||
Revenues: | ||||||||||
Rental income | $ | 52,329 | $ | 61,621 | $ | (9,292) | (1) | |||
Resident fees and services | 105,717 | 11,950 | 93,767 | (2) | ||||||
Interest income from financing receivables | 13,895 | 14,086 | (191) | |||||||
Interest income from mortgage loans | 20,544 | 18,859 | 1,685 | (3) | ||||||
Interest and other income | 1,785 | 2,755 | (970) | (4) | ||||||
Total revenues | 194,270 | 109,271 | 84,999 | |||||||
Expenses: | ||||||||||
Interest expense | 20,266 | 15,927 | (4,339) | (5) | ||||||
Depreciation and amortization | 24,350 | 17,938 | (6,412) | (6) | ||||||
Seniors housing operating expenses | 79,097 | 9,419 | (69,678) | (2) | ||||||
Provision (recovery) for credit losses | (657) | (7) | 3,439 | (8) | 4,096 | |||||
Transaction costs | 1,877 | 7,147 | 5,270 | (9) | ||||||
Triple-net lease property tax expense | 4,495 | 5,902 | 1,407 | (10) | ||||||
General and administrative expenses | 16,743 | 15,418 | (1,325) | (11) | ||||||
Total expenses | 146,171 | 75,190 | (70,981) | |||||||
Gain on sale of real estate, net | 7,552 | (12) | 503 | (13) | 7,049 | |||||
Income from unconsolidated joint ventures | 396 | 4,104 | (3,708) | (14) | ||||||
Income tax (provision) benefit | (276) | 81 | (357) | |||||||
Net income | 55,771 | 38,769 | 17,002 | |||||||
Income allocated to non-controlling interests | (2,541) | (2,997) | 456 | |||||||
Net income attributable to LTC Properties, Inc. | 53,230 | 35,772 | 17,458 | |||||||
Income allocated to participating securities | (314) | (317) | 3 | |||||||
Net income available to common stockholders | $ | 52,916 | $ | 35,455 | $ | 17,461 | ||||
| (1) | Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and lower rent due to property sales, partially offset by rent increases from annual escalations and fair-market rent resets. |
| (2) | Increased resulting from our new SHOP segment established during the second quarter of 2025. Since establishing the SHOP segment, we acquired 16 communities for $524,355 and converted 18 communities with a gross value of $271,563 through the end of June 2026. Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities. Seniors housing operating expenses include costs incurred to operate the properties in our SHOP segment. |
| (3) | Increased primarily due to additional mortgage loan receivables funding, partially offset by payoffs and a decrease in effective interest income related to converting Prestige mortgage loan to cash basis during the third quarter of 2025. |
| (4) | Decreased primarily due to the payoff of a mezzanine loan during the third quarter of 2025. |
| (5) | Increased primarily due to entering into new term loans totaling $200,000 in the fourth quarter of 2025 and a higher average balance on our revolving line of credit partially offset by scheduled principal paydowns on our senior unsecured notes and lower interest rates. |
| (6) | Increased due to acquisitions within our SHOP segment. |
| (7) | Primarily represents the recovery of credit losses recorded in connection with the sale of three SNFs in Florida accounted for as a financing receivable during the first quarter of 2026. |
| (8) | Primarily represents the write-off of a working capital note and the related interest receivable in connection with the transition of triple-net leases covering 12 properties into our SHOP segment. |
| (9) | Decreased primarily due to $5,971 lease termination fee paid to New Perspective upon conversion of the community covered under a triple-net lease into our SHOP segment during the second quarter of 2025, partially offset by increased costs related to more acquisitions and conversions in our SHOP segment. |
| (10) | Decreased primarily due to conversion of communities from our Triple-Net Portfolio to our SHOP segment and property sales. |
| (11) | Increased primarily due to higher costs to support our growing SHOP segment and other corporate expenses. |
| (12) | Represents the gain on sale related to two SNFs with a total of 141 beds in Tennessee. |
| (13) | Represents the net gain on sale related to one SH and a parcel of land adjacent to a memory care within our portfolio located in Ohio, partially offset by loss on sale related to one SH in Oklahoma. |
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| (14) | Decreased primarily due to the 13% exit IRR of $2,962 received in connection with the redemption of our preferred equity investment in a JV during the first quarter of 2025. |
Non-GAAP Financial Measures
A non-GAAP financial measure is defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. We consider Funds from Operations (“FFO”), NOI and EBITDAre to be useful supplemental measures of our financial or operating performance.
Funds From Operations
FFO attributable to common stockholders, basic FFO attributable to common stockholders per share and diluted FFO attributable to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO facilitates comparisons of operating performance between periods.
We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.
We calculate and report FFO in accordance with the definition and interpretive guidelines issued by Nareit. FFO, as defined by Nareit, means net income available to common stockholders (computed in accordance with GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current Nareit definition or that have a different interpretation of the current Nareit definition from us; therefore, caution should be exercised when comparing our FFO to that of other REITs.
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The following table reconciles GAAP net income available to common stockholders to Nareit FFO available to common stockholders (unaudited, amounts in thousands, except per share amounts):
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||
GAAP net income available to common stockholders | $ | 29,479 | $ | 14,938 | $ | 52,916 | $ | 35,455 | |||||
Add: Depreciation and amortization | 12,371 | 8,776 | 24,350 | 17,938 | |||||||||
Less: Gain on sale of real estate, net | (7,562) | (332) | (7,552) | (503) | |||||||||
Nareit FFO attributable to common stockholders–basic and diluted | $ | 34,288 | $ | 23,382 | $ | 69,714 | $ | 52,890 | |||||
Weighted average shares used to calculate Nareit FFO per share: | |||||||||||||
Shares for basic net income per share | 51,872 | 45,714 | 50,217 | 45,524 | |||||||||
Effect of dilutive securities: | |||||||||||||
Performance-based stock units | 326 | 314 | 326 | 314 | |||||||||
Total effect of dilutive securities | 326 | 314 | 326 | 314 | |||||||||
Shares for diluted FFO per share | 52,198 | 46,028 | 50,543 | 45,838 | |||||||||
Net Operating Income
Net operating income or NOI is a non-GAAP financial measure that is calculated as net income (loss) (computed in accordance with GAAP) before (i) general and administrative expenses, (ii) transaction costs, (iii) provision (recovery) for credit losses, (iv) impairment loss, (v) depreciation and amortization, (vi) interest expense, (vii) gain or loss on sale of real estate and (viii) income tax benefit or expense. We use NOI to reflect the operating performance of our portfolio because NOI excludes certain items that are not associated with the operations of our properties.
NOI is not equivalent to our net income (loss) as determined under GAAP. Additionally, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. Therefore, caution should be exercised when comparing our NOI to that of other REITs.
The following is a reconciliation of net income, which is the most directly comparable GAAP financial measure to NOI for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||
Net income | $ | 30,815 | $ | 16,548 | $ | 55,771 | $ | 38,769 | ||||
Add: Income tax provision (benefit) | 166 | (81) | 276 | (81) | ||||||||
Less: Gain on sale of real estate, net | (7,562) | (332) | (7,552) | (503) | ||||||||
Add: General and administrative expense | 8,161 | 8,447 | 16,743 | 15,418 | ||||||||
Add: Transaction costs | 1,189 | 6,706 | 1,877 | 7,147 | ||||||||
Add (Less) : Provision (recovery) for credit losses | 27 | 387 | (657) | 3,439 | ||||||||
Add: Depreciation and amortization | 12,371 | 8,776 | 24,350 | 17,938 | ||||||||
Add: Interest expense | 9,484 | 8,014 | 20,266 | 15,927 | ||||||||
NOI | $ | 54,651 | $ | 48,465 | $ | 111,074 | $ | 98,054 | ||||
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Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate
Earnings before interest, taxes, depreciation and amortization for real estate or EBITDAre is calculated as net income (loss) (computed in accordance with GAAP) excluding (i) interest expense, (ii) income tax expense, (iii) real estate depreciation and amortization, (iv) impairment write-downs of depreciable real estate, (v) gains or losses on the sale of depreciable real estate, and (vi) adjustments for unconsolidated partnerships and joint ventures.
Adjusted EBITDAre is a supplemental non-GAAP financial measure calculated by adjusting EBIDAre for non-core adjustments unrelated to ongoing operations. We believe these metrics provide useful information to investors because they exclude the impact of various income and expense items that are not indicative of operating performance.
EBITDAre and Adjusted EBITDAre are not alternatives to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDAre or Adjusted EBITDAre as substitutes for any such GAAP financial measures or consider them in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to EBITDAre and/or Adjusted EBITDAre.
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The following is a reconciliation of net income (loss), which is the most directly comparable GAAP financial measure to EBITDAre and Adjusted EBITDAre for the periods presented below (in thousands):
Year to Date | Three Months Ended | ||||||||||||||||||
6/30/26 | 6/30/26 | 3/31/26 | 12/31/25 | 9/30/25 | 6/30/25 | ||||||||||||||
Net income (loss) | $ | 55,771 | $ | 30,815 | $ | 24,956 | $ | 103,651 | $ | (18,540) | $ | 16,548 | |||||||
(Less) Add: (Gain) Loss on sale of real estate, net | (7,552) | (7,562) | 10 | (78,057) | 738 | (332) | |||||||||||||
Add (Less): Income tax provision (benefit) | 276 | 166 | 110 | 218 | 42 | (81) | |||||||||||||
Add: Interest expense | 20,266 | 9,484 | 10,782 | 10,588 | 8,791 | 8,014 | |||||||||||||
Add: Depreciation and amortization | 24,350 | 12,371 | 11,979 | 10,949 | 8,987 | 8,776 | |||||||||||||
EBITDAre | 93,111 | 45,274 | 47,837 | 47,349 | 18 | 32,925 | |||||||||||||
(Less) Add: Non-core adjustments | (502) | (1) | 1,189 | (2) | (1,691) | (3) | (1,051) | (4) | 42,418 | (5) | 8,011 | (6) | |||||||
Adjusted EBITDAre | $ | 92,609 | $ | 46,463 | $ | 46,146 | $ | 46,298 | $ | 42,436 | $ | 40,936 | |||||||
Interest expense | $ | 20,266 | $ | 9,484 | $ | 10,782 | $ | 10,588 | $ | 8,791 | $ | 8,014 | |||||||
Interest coverage ratio | 4.6 | x | 4.9 | x | 4.3 | x | 4.4 | x | 4.8 | x | 5.1 | x | |||||||
Interest expense | $ | 20,266 | $ | 9,484 | $ | 10,782 | $ | 10,588 | $ | 8,791 | $ | 8,014 | |||||||
Total fixed charges | $ | 20,266 | $ | 9,484 | $ | 10,782 | $ | 10,588 | $ | 8,791 | $ | 8,014 | |||||||
Fixed charge coverage ratio | 4.6 | x | 4.9 | x | 4.3 | x | 4.4 | x | 4.8 | x | 5.1 | x | |||||||
| (1) | See (2) and (3) below for explanation. |
| (2) | Includes transaction costs. |
| (3) | Includes exit IRR income of $1,812 and recovery of credit losses of $765, both in connection with the sale of a portfolio of three SNFs in Florida accounted for as a financing receivable, offset by transaction costs of $688 and a $198 write-off of effective interest related to the sale of such portfolio. |
| (4) | Includes $1,800 received in connection with the redemption of our preferred equity investment in a joint venture and $600 of one-time income received from a former operator, offset by a $957 write-off of a working capital note and $392 of transaction costs related to establishing our new SHOP segment. |
| (5) | Includes $41,455 effective interest write-off related to Prestige loan amendment that permits penalty-free early payoff window within an allowable window, $1,271 straight-line rent receivable write-off due to an operator’s bankruptcy filing, $554 provision for credit losses related to mortgage loan originations and $488 of transaction costs related to establishing our new SHOP segment, offset by the exit IRR of $975 received in connection with an early payoff of a mezzanine loan and recovery of credit losses of $375 related to loan payoffs. |
| (6) | Includes $5,971 termination fee paid to New Perspective, $1,136 one-time costs associated with an employee’s retirement, $520 of transaction costs related to establishing our new SHOP segment and $384 of provision for credit losses related to a mortgage loan origination. |
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Liquidity and Capital Resources
Sources and Uses of Cash
As of June 30, 2026, we had $829.0 million in liquidity as follows (amounts in thousands):
At June 30, 2026 | |||
Cash and cash equivalents | $ | 40,435 | |
Available under unsecured revolving line of credit | 700,000 | (1) | |
Available under Equity Distribution Agreement | 88,572 | ||
Total Liquidity | $ | 829,007 | |
| (1) | Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit. Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit as of August 5, 2026. |
We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our borrowing capacity and our potential ability to access the capital markets are sufficient to provide for payment of our current operating costs, meet debt obligations and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity. The timing, source and amount of cash flows used in financing and investing activities are sensitive to the capital markets environment, especially to changes in interest rates. In addition inflation may adversely affect the performance of our SHOP segment and our operators’ business, results of operations, cash flows and financial condition which could, in turn, adversely affect our financial position.
The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control. Those factors include, without limitation, the health of the economy, inflation pressures, employee availability and cost, changes in supply of or demand for competing seniors housing and health care facilities, ability to hire and maintain qualified staff, ability to control other rising operating costs, the potential for significant reforms in the health care industry, and related occupancy challenges that could be faced by our industry or in the markets where our properties are located. In addition, our future growth and net income may be adversely impacted by changes in the governmental regulations and financing of the health care industry or the impact of infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have, if any. We believe that adequate provision has been made for the possibility of loans proving uncollectible but we will continually evaluate the financial condition of the operations of our seniors housing and health care properties. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and will make future revisions to the provision, if considered necessary.
Our ability to access the capital markets and to pay dividends may be impacted by our borrowing capacity and compliance with financial covenants. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for our current dividend, corporate expenses and additional capital investments in 2026.
Our investments, principally our investments in owned properties, financing receivables and mortgage loans, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair-market value of our financial assets. Generally, our leases have agreed upon annual increases and our loans have predetermined increases in interest rates. Inasmuch as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.
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Our primary sources of cash include resident fees and services, rent, interest receipts, borrowings under our unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), seniors housing operating expenses, property tax expenses, real property investments (including acquisitions, capital expenditures and construction advances), loan advances and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows as summarized below (in thousands):
Six Months Ended June 30, | Change | |||||||||
Net cash provided by (used in): | 2026 | 2025 | $ | |||||||
Operating activities | $ | 65,142 | $ | 59,598 | $ | 5,544 | ||||
Investing activities | (104,644) | (26,697) | (77,947) | |||||||
Financing activities | 65,550 | (34,706) | 100,256 | |||||||
Increase (decrease) in cash and cash equivalents | 26,048 | (1,805) | 27,853 | |||||||
Cash and cash equivalents, beginning of period | 14,387 | 9,414 | 4,973 | |||||||
Cash and cash equivalents, end of period | $ | 40,435 | $ | 7,609 | $ | 32,826 | ||||
Cash Flows from Operating Activities
Cash flows from operating activities increased $5.5 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net income generated from growth in our SHOP segment.
Cash Flows from Investing Activities
Net cash used in investing activities increased by $77.9 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $175.6 million increase in real estate investments, partially offset by a $62.2 million increase in proceeds from the sale of properties accounted for as financing receivables, a $30.8 million decrease in investments in mortgage loans receivable and a $6.3 million increase in proceeds from sale of real estate.
Cash Flows from Financing Activities
Net cash provided by financing activities increased by $100.3 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily driven by a $184.3 million increase in net proceeds from issuance of common stock, partially offset by a $77.1 million decrease in net borrowings under our revolving line of credit and a $5.4 million increase in distributions paid to stockholders.
Debt Obligations
Unsecured Credit Facility. We had an unsecured credit agreement (the “Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $800.0 million comprised of a $600.0 million revolving credit facility (the “Revolving Line of Credit”) and term loans totaling $200.0 million (the “Term Loans”). The Term Loans consist of $50.0 million, $55.0 million, $55.0 million and $40.0 million borrowings, with contractual maturities of three, four, five and seven years, respectively. The Credit Agreement provided for the opportunity to increase the total commitment to an aggregate $1.2 billion (the “Accordion”) and allowed for a one-year extension option, subject to customary conditions.
During the second quarter of 2026, we entered into an amendment to the Credit Agreement (the “Amended Credit Agreement”) to increase the aggregate commitment of its lenders by $300.0 million to a total of $1.1 billion, through the exercise of the Credit Agreement’s accordion feature. The $300.0 million
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increase expands our aggregate revolving credit (the “Amended Revolving Line of Credit”) commitment to $900.0 million. Additionally, the Amended Credit Agreement increases the Accordion feature up to $2.0 billion (the “Amended Accordion”). The material terms of the Amended Credit Agreement remain unchanged.
Based on our leverage at June 30, 2026, the facility provides for interest annually at SOFR plus 105 basis points and a facility fee of 15 basis points.
Interest Rate Swap Agreements. During 2025, we entered into interest rate swaps with maturities of three, four, five and seven years, respectively to effectively lock-in the forecasted interest payments on the Term Loans. Additionally, during the second quarter of 2026, we entered into three-year interest rate swap agreements to effectively fix the interest rate on $150.0 million of borrowings under our Amended Revolving Line of Credit. Our interest rate swaps are considered cash flow hedges and are recorded on our Consolidated Balance Sheets at fair value in Prepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets. During the six months ended June 30, 2026, we recorded an increase of $2.9 million to the fair value of our interest rate swaps.
Information regarding our interest rate swaps measured at fair value, which are classified as Level 2 of the fair value hierarchy, is presented below (dollar amounts in thousands):
Notional | Fair Value at | |||||||||||||
Swap Rate | Date Entered | Maturity Date | Rate Index | Amount | June 30, 2026 | |||||||||
2.46 | % | November 2021 | November 19, 2026 | 1-month SOFR | $ | 50,000 | (1) | $ | 486 | |||||
4.61 | % | December 2025 | December 12, 2028 | SOFR with 5-day lookback | 25,000 | 312 | ||||||||
4.61 | % | December 2025 | December 12, 2028 | SOFR with 5-day lookback | 25,000 | 315 | ||||||||
4.65 | % | December 2025 | December 12, 2029 | SOFR with 5-day lookback | 55,000 | 798 | ||||||||
4.68 | % | December 2025 | December 12, 2030 | SOFR with 5-day lookback | 30,000 | 496 | ||||||||
4.72 | % | December 2025 | December 12, 2030 | SOFR with 5-day lookback | 25,000 | 380 | ||||||||
4.95 | % | June 2026 | June 25, 2029 | SOFR with 5-day lookback | 30,000 | 20 | ||||||||
4.97 | % | June 2026 | June 25, 2029 | SOFR with 5-day lookback | 35,000 | (3) | ||||||||
4.97 | % | June 2026 | June 25, 2029 | SOFR with 5-day lookback | 30,000 | — | ||||||||
4.99 | % | June 2026 | June 25, 2029 | SOFR with 5-day lookback | 55,000 | (30) | ||||||||
5.21 | % | December 2025 | December 12, 2032 | SOFR with 5-day lookback | 27,500 | 455 | ||||||||
5.25 | % | December 2025 | December 12, 2032 | SOFR with 5-day lookback | 12,500 | 180 | ||||||||
$ | 400,000 | $ | 3,409 | |||||||||||
| (1) | During the third quarter of 2025, the interest rate swap was rolled into the Revolving Line of Credit. |
Senior Unsecured Notes. We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.50%. The senior unsecured notes mature between 2026 and 2033.
The Credit Agreement and the senior unsecured notes, contain financial covenants, which are measured quarterly, that require us to maintain, among other things:
| ● | a ratio of total indebtedness to total asset value not greater than 0.6 to 1.0; |
| ● | a ratio of secured debt to total asset value not greater than 0.35 to 1.0; |
| ● | a ratio of unsecured debt to the value of the unencumbered asset value not greater than 0.6 to 1.0; and |
| ● | a ratio of EBITDA, as calculated in the debt obligation, to fixed charges not less than 1.50 to 1.0. |
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At June 30, 2026, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.
The debt obligations by component as of June 30, 2026 are as follows (dollar amounts in thousands):
Applicable | Available | |||||||
Interest | Outstanding | for | ||||||
Debt Obligations | Rate (1) | Balance | Borrowing | |||||
Revolving line of credit (2) | 4.33% | $ | 200,000 | $ | 700,000 | |||
Term loans, net of debt issue costs | 4.66% | 198,404 | — | |||||
Senior unsecured notes, net of debt issue costs (3) | 4.11% | 378,686 | — | |||||
Total | 4.31% | $ | 777,090 | $ | 700,000 | |||
| (1) | Represents weighted average interest rate as of June 30, 2026. |
| (2) | Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit. Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit, as of August 5, 2026. |
| (3) | Subsequent to June 30, 2026, we repaid $7,000 in scheduled principal paydown on our senior unsecured notes. |
During the six months ended June 30, 2026, our debt borrowings and repayments were as follows (in thousands):
Debt Obligations | Borrowings | Repayments | |||||
Revolving line of credit | $ | 125,037 | (1) | $ | (177,900) | ||
Senior unsecured notes | — | (12,500) | (2) | ||||
Total | $ | 125,037 | $ | (190,400) |
| (1) | Subsequent to June 30, 2026, we borrowed $156,100 under our unsecured revolving line of credit. Accordingly, we have $356,100 outstanding and $543,900 available for borrowing under our unsecured revolving line of credit, as of August 5, 2026. |
| (2) | Subsequent to June 30, 2026, we repaid $7,000 in scheduled principal paydown on our senior unsecured notes. |
Equity
At June 30, 2026, we had 53,905,563 shares of common stock outstanding, total equity on our balance sheet was $1.3 billion and our equity securities had a market value of $2.1 billion. During the six months ended June 30, 2026, we declared and paid $59.0 million of cash dividends.
During the six months ended June 30, 2026, we acquired 149,745 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Subsequent to June 30, 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2026, payable on July 31, August 31, and September 30, 2026, respectively, to stockholders of record on July 23, August 21, and September 22, 2026, respectively.
At-The-Market Program. We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400.0 million in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
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During the six months ended June 30, 2026, we sold 5,257,220 shares of common stock for $198.1 million in net proceeds under our Equity Distribution Agreement. Additionally, we incurred $0.2 million of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At June 30, 2026, we had $88.6 million available under the Equity Distribution Agreement.
Available Shelf Registrations. 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 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 in November 2027.
Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”), which replaced 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. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan.
During the six months ended June 30, 2026, 140,801 shares of restricted stock and 170,827 performance-based stock units vested. During the six months ended June 30, 2026, we awarded restricted stock and performance-based stock units as follows:
Grant Date | |||||||
Fair Value | |||||||
No. of | per | ||||||
Shares | Share | Award Type | Vesting Period | ||||
129,984 | $ | 38.92 | Restricted stock | ratably over 3 years | |||
62,247 | $ | 36.63 | Performance-based stock units | TSR targets (1) | |||
55,870 | $ | 40.81 | Performance-based stock units | TSR targets (2) | |||
15,385 | $ | 39.00 | Restricted stock | (3) | |||
263,486 | |||||||
| (1) | Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years. |
| (2) | Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years. |
| (3) | Vesting date is the earlier of the one-year anniversary of the award date and the date of the next annual meeting of the stockholders of LTC following the award date. |
Critical Accounting Policies
Our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q are prepared in conformity with U.S. generally accepted accounting principles for interim financial information set forth in the Accounting Standards Codification as published by the Financial Accounting Standards Board, which require us to make estimates and assumptions regarding future events that affect the amounts reported in our financial statements and accompanying footnotes. We base these estimates on
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our experience and assumptions regarding future events we believe to be reasonable under the circumstances. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. We have described our most critical accounting policies in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies or estimates since December 31, 2025.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in our market risk during the six months ended June 30, 2026. For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. CONTROLS AND PROCEDURES
Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
There has not been any change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers related to our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits.
Item 1A. RISK FACTORS
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Item 5. OTHER INFORMATION
Insider Trading Arrangements
During the six months ended June 30, 2026,
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Item 6. EXHIBITS
3.1 | |
3.2 | |
10.1 | |
31.1 | |
31.2 | |
31.3 | |
32 | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definitions Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LTC PROPERTIES, INC. | ||
Registrant | ||
Dated: August 5, 2026 | By: | /s/ Caroline Chikhale |
Caroline Chikhale | ||
Executive Vice President, Chief Financial | ||
(Principal Financial Officer) | ||
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