Item 2. Management’s Discussion and Analysis
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, our dependence on our operators for revenue and cash flow; operational and legal risks and liabilities under our new SHOP segment; 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 federal, state, or local 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 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, 2024 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
Business and Investment Strategy
We are a REIT that invests in seniors housing and health care properties through sale-leasebacks, financing receivables, mortgage financing, joint ventures and structured finance solutions including preferred equity and mezzanine lending. We 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.
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The following graph summarizes our gross investments as of September 30, 2025:
Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), independent living communities (“ILF”), assisted living communities (“ALF”), memory care communities (“MC”) and combinations thereof. We also invest in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and behavioral health care hospitals. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment. Additionally, 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.
We conduct and manage our business as two operating segments for internal reporting and internal decision-making purposes: real estate investments and seniors housing operating portfolio (“SHOP”). For purposes of this quarterly report and other presentations, we generally include ILF, ALF, MC, and combinations thereof in the seniors housing communities classification (“SH”). As of September 30, 2025, seniors housing and health care properties comprised approximately 99.5% of our gross investment portfolio. We have been operating since August 1992.
Substantially all of our revenues and sources of cash flows from operations are derived from rents from operating leases, resident fees and services, interest earned on financing receivables, interest earned on outstanding loans receivable and income from investments in unconsolidated joint ventures. Income from our investments represent our primary source of liquidity to fund distributions and are dependent upon the performance of the operators on their lease and loan obligations and the rates earned thereon. To
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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.
During the second quarter of 2025, we began utilizing the structures provided for in 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 and established a seniors housing operating portfolio (“SHOP”). Under a typical RIDEA structure, we have certain oversight approval rights and the right to review operational and financial reporting information, but our independent third party operators will ultimately control the day-to-day operations of the property, pursuant to the terms of our management agreements. Offering RIDEA structures represent a further aspect of our traditional strategy of investing through vehicles such as non-cancelable triple-net operating (“NNN” or “Triple-Net”) leases, mortgage loans, and structured finance. We believe that RIDEA structures provide us with additional investment opportunities. During the second quarter of 2025, we terminated the Anthem Memory Care, LLC (“Anthem”) and New Perspective Senior Living, LLC (“New Perspective”) Triple-Net master leases and converted the 13 communities covered under the master leases to our new SHOP segment. Additionally, we acquired eight seniors housing communities within our SHOP segment. Accordingly, as of September 30, 2025, our SHOP segment is comprised of 21 independent living, assisted living and memory care communities that are managed on behalf of LTC by five independent operators pursuant to the terms of separate management agreements. 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 segment will be determined by numerous factors, including our ability to identify suitable investments and our relationship with operators of RIDEA structures.
Depending upon the availability and cost of external capital, we anticipate making additional investments in health care related properties. New investments are generally funded from cash on hand, proceeds from periodic asset sales, temporary borrowings under our unsecured revolving line of credit and internally generated cash flows. Our investments generate internal cash from rent, resident fees and services, interest from financing receivables and interest receipts and principal payments on loan receivables and income from unconsolidated joint ventures. 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 September 30, 2025 ( dollar amounts in thousands ):
Nine Months Ended
September 30, 2025
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
Owned-Triple-Net:
Seniors Housing
56
—
3,404
$
538,256
22.4
%
$
30,024
18.3
%
Skilled Nursing
50
6,113
236
599,663
25.1
%
47,635
29.1
%
Other (2)
1
118
—
12,005
0.5
%
297
0.2
%
Subtotal: Triple-Net
107
6,231
3,640
1,149,924
48.0
%
77,956
(4)
47.6
%
Owned-SHOP:
Seniors Housing
21
—
1,577
446,527
18.6
%
34,153
(5)
20.8
%
Total Owned Properties
128
6,231
5,217
1,596,451
66.6
%
112,109
68.4
%
Number of
Percentage
Interest Income
Percentage
Number of
SNF
SH
Gross
of
from Financing
of Total
Financing Receivables
Properties (1)
Beds
Units
Investments
Investments
Receivable
Revenues
Seniors Housing
28
—
1,263
285,656
11.9
%
16,803
10.2
%
Skilled Nursing
3
299
—
76,545
3.2
%
4,379
2.7
%
Total Financing Receivables
31
299
1,263
362,201
15.1
%
21,182
12.9
%
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
6
—
663
137,873
5.8
%
4,542
2.8
%
Skilled Nursing
21
2,576
—
254,537
10.6
%
22,865
13.9
%
Under Development (3)
—
—
—
1,177
0
%
8
0.0
%
Total Mortgage Loans
27
2,576
663
393,587
16.4
%
27,415
(6)
16.7
%
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
25,982
1.1
%
1,970
1.2
%
Skilled Nursing
—
—
—
1,028
0.0
%
—
0.0
%
Total Notes Receivable
5
—
621
27,010
1.1
%
1,970
(7)
1.2
%
Number of
Percentage
Income from
Percentage
Number of
SNF
SH
Gross
of
Unconsolidated
of Total
Unconsolidated Joint Ventures
Properties (1)
Beds
Units
Investments
Investments
Joint Ventures
Revenues
Seniors Housing
1
—
109
6,340
0.3
%
884
0.5
%
Skilled Nursing
1
104
—
12,002
0.5
%
434
0.3
%
Total Unconsolidated Joint Ventures
2
104
109
18,342
0.8
%
1,318
(8)
0.8
%
Total Portfolio
193
9,210
7,873
$
2,397,591
100.0
%
$
163,994
100.0
%
Number
Number of
Percentage
of
SNF
SH
Gross
of
Summary of Properties by Type
Properties (1)
Beds
Units
Investments
Investments
Seniors Housing
117
—
7,637
$
1,440,634
60.1
%
Skilled Nursing
75
9,092
236
943,775
39.4
%
Other (2)
1
118
—
12,005
0.5
%
Under Development (3)
—
—
—
1,177
—
%
Total Portfolio
193
9,210
7,873
$
2,397,591
100.0
%
(1) We have investments in owned properties, including Triple-Net and SHOP, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures in 25 states to 31 operators.
(2) Includes three parcels of land held-for-use and one behavioral health care hospital.
(3) We funded $1,177 under a $26,120 mortgage loan commitment for the construction of a 116-unit ILF, ALF and MC located in Illinois. The loan bears interest at a current rate of 9.0 % and an IRR of 9.5%.
(4) Excludes $8,448 variable rental income from lessee reimbursement of our real estate taxes, $4,573 rental income related to termination of master leases and converting the communities into our new SHOP and $1,514 write-off of straight-line rent.
(5) Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities.
(6) Excludes $1,300 of interest income related to mortgage loan receivables that have been paid off.
(7) Included in the Interest and other income line item of our Consolidated Statements of Income . Excludes $2,672 interest income from loans that have been paid off.
(8) Excludes income from the redemption of our preferred equity investment in a joint venture.
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As of September 30, 2025, we had $2.0 billion in net carrying value of investments as follows ( dollar amounts in thousands ):
Percentage
Carrying
of
Value
Investments
Owned-Triple-Net
$
769,326
39.2
%
Owned-SHOP
399,824
20.4
%
Financing Receivables
358,579
18.2
%
Mortgage Loans
389,657
19.9
%
Notes Receivable
26,740
1.4
%
Unconsolidated Joint Ventures
18,342
0.9
%
$
1,962,468
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
Nine Months Ended
September 30, 2025
Real Estate Investment segment:
Owned-Triple-Net
Contractual cash rental income
$
27,079
$
84,781
Variable cash rental income
2,582
8,448
Straight-line rent adjustment (1)
(372)
(1,447)
Adjustment of lease incentives and rental income
(1,271)
(1,514)
Amortization of lease incentives
(176)
(805)
Rental income
27,842
89,463
Financing Receivables:
Cash Interest income from financing receivables
6,731
20,161
Effective interest income (2)
365
1,021
Interest income from financing receivables
7,096
21,182
Mortgage loans receivable:
Cash interest received
9,492
26,395
Effective interest income (3)
364
2,320
Interest income from mortgage loans
9,856
28,715
Other notes receivable:
Interest income-other notes
3,656
5,789
Effective interest adjustment (4)
(1,465)
(1,147)
Interest income from notes receivable
2,191
4,642
Unconsolidated joint ventures
Income from unconsolidated joint ventures
439
4,543
Total revenue-Real Estate Investments segment
47,424
148,545
Property level expenses-real estate investments
(2,581)
(8,483)
NOI-Real Estate Investment segment (5)
$
44,843
$
140,062
SHOP segment:
Resident Fees and Services:
$
22,203
$
34,153
Property level expenses-SHOP
(17,362)
(26,781)
NOI-SHOP segment (5)
$
4,841
$
7,372
(1) At September 30, 2025, the straight-line rent receivable balance on our Consolidated Balance Sheets was $18,545.
(2) At September 30, 2025, the financing receivables effective interest receivable balance which is included in the Interest receivable line item on our Consolidated Balance Sheets was $6,517.
(3) At September 30, 2025, the mortgage loans receivable effective interest receivable balance which is included in the interest receivable line item on our Consolidated Balance Sheets was $13,698.
(4) At September 30, 2025, the other notes receivable effective interest receivable balance which is included in the interest receivable line item on our Consolidated Balance Sheets was $97.
(5) See Non-GAAP Financial Measures below for additional information and reconciliation.
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The following table outlines information related to our Triple-Net lease extensions during the nine months ended September 30, 2025 ( dollar amounts in thousands ):
Number
Number
Gross
of
of
Original
Extended
Type of Property
Investment
Properties
Beds/Units
State
Maturity
Maturity
SH
$
68,767
7
461
IL, MI, OH
May 31, 2025
May 31, 2026
SNF
53,339
6
782
AL, NM
April 30, 2026
(1)
April 30, 2031
SH
32,361
2
159
GA, SC
December 31, 2025
December 31, 2026
SH
25,704
2
88
TX
February 28, 2025
February 28, 2026
SNF
13,053
2
211
SC
February 28, 2026
February 28, 2031
SNF
5,275
2
141
TN
December 31, 2025
(2)
December 31, 2026
$
198,499
21
1,842
(1) Subsequent to September 30, 2025, Genesis Healthcare, Inc. (“Genesis”) filed for Chapter 11 bankruptcy. Genesis has paid their contractual rent through November 2025.
(2) The purchase option window provided in the master lease, which expired on December 31, 2024, was extended for another year to December 31, 2025.
Additionally, During 2025, we terminated two existing leases with the same operator and combined them into a single master lease. The new combined master lease has a five-year term with one 1-year extension option and four 5-year extension options. Annual cash rent is $2.5 million for the first lease year escalating by 2.0% annually thereafter. The terms and economics of the new combined master lease are similar to those of the two leases that were terminated. In connection with the termination of these leases, we wrote-off straight-line rent receivable and lease incentive balances totaling $0.5 million. During the fourth quarter of 2025, we expect to convert these seniors housing communities under the new combined master lease from our triple-net portfolio into our SHOP segment. Upon conversion, the new combined master lease will be terminated, and we will enter into a management agreement with an operator new to us. In conjunction with the new master lease termination, we expect to write-off a $1.0 million working capital note during the fourth quarter of 2025.
Also, as previously discussed, during 2025, we terminated the Anthem Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment. In conjunction with the conversion, we wrote-off Anthem’s working capital note of $2.7 million and the related interest receivable of $0.4 million. In addition, we terminated our New Perspective Triple-Net lease and converted the community covered under the lease into our SHOP segment. In connection with the conversion, we paid New Perspective a $6.0 million lease termination fee.
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Update on Certain Operators
ALG Senior Living
We hold controlling interest in three joint ventures with ALG Senior Living (“ALG”). The joint ventures own 28 assisted living and memory care communities in North Carolina (27) and South Carolina (1) with a total of 1,263 units. The joint ventures lease these communities to affiliates of ALG under three 10-year master leases and has provided the lessee with the option to purchase these communities. In accordance with generally accepted accounting principles (“GAAP”), the communities are recorded as Financing Receivables on our Consolidated Balance Sheets. Additionally, ALG operates a 45-unit assisted living and memory care community in North Carolina under a mortgage loan, which was scheduled to mature in January 2025. During 2025, the mortgage loan maturity was extended to May 2026. ALG has paid their contractual rent and interest obligations through November 2025.
Anthem Memory Care
Anthem operated 12 memory care communities located in California, Colorado, Kansas, Illinois and Ohio under Triple-Net master leases. During the second quarter of 2025, we terminated the Anthem Triple-Net master leases and converted the 12 memory care communities covered under the master leases into our new SHOP segment. In conjunction with the conversion, we wrote-off Anthem’s working capital note of $2.7 million and the related interest receivable of $0.4 million during the second quarter of 2025.
Genesis Healthcare, Inc.
During the second quarter of 2025, we received Genesis’ written notice of its exercise of a 5-year extension option, which would extend 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 straight-line rent receivable balance of $1.3 million related to Genesis’ master lease. 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 November 2025.
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 upon revenues and assets representing 13.3% of our total revenues and 12.7% of our total assets as of September 30, 2025.
Prior to an amendment in July 2025, under one of the mortgage loans with Prestige 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 first quarter of 2025, we received full contractual cash interest of $5.0 million from Prestige through $3.8 million of cash receipts and application of $1.2 million of Prestige’s security. At March 31, 2025, Prestige’s security totaled $3.8 million.
During the second quarter of 2025, we received full contractual cash interest of $5.0 million from Prestige. None of Prestige’s security was used to pay the difference between the contractual interest rate and the 8.5% current pay interest rate.
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During the third quarter of 2025, the Prestige mortgage loan was modified to increase the current interest paid by Prestige from 8.5% to the full contractual interest rate of 11.14% and escalated annually. The modification was effective July 1, 2025. Additionally, the modification provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026. Prestige is required to provide us with 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. In conjunction with the loan amendment that provided the borrower with a penalty-free early payoff option, we wrote-off $41.5 million of interest receivable previously accrued related to this loan during the three months ended September 30, 2025. Prestige is current on their contractual loan obligations through November 2025.
Other Operators
We had a JV that owned two assisted living communities with a total of 186 units in Oregon. The communities were leased under two separate leases with the same operator, who was the non-controlling member of the JV. During 2025, we acquired the operator’s $4.0 million non-controlling interest in the JV for $1.2 million and terminated the two existing leases. In connection with the termination of these leases, we wrote-off $0.2 million straight-line rent receivable and $0.3 million lease incentive. Concurrently, we entered into a new combined master lease with the same operator. The new combined master lease has a five-year term with one 1-year extension option and four 5-year extension options. Annual cash rent is $2.5 million for the first lease year, escalating by 2% annually thereafter. Additionally, the master lease provides the operator with an earn-out of up to $4.0 million, contingent on achieving certain performance thresholds. During the fourth quarter of 2025, we expect to convert these two assisted living communities under the new combined master lease from our triple-net portfolio into our SHOP segment. Upon conversion, the new combined master lease will be terminated, and we will enter into a management agreement with an operator new to us. In conjunction with the new master lease termination, we expect to write-off a $1.0 million working capital note during the fourth quarter of 2025.
Additionally, during the first quarter of 2025, we engaged a broker to sell seven skilled nursing centers under a master lease, following the operator’s election not to exercise the renewal option available under the master lease. The master lease covered seven skilled nursing centers in California (1), Florida (2) and Virginia (4) with a gross book value of $71.7 million and was set to mature in January 2026. Accordingly, these centers met the criteria under GAAP as held-for-sale and have been classified as held-for-sale. The operator is obligated to pay rent on the portfolio through maturity and is current on rent obligations through November 2025. Subsequent to September 30, 2025, we sold two skilled nursing centers within this portfolio located in Florida with a total of 240 beds for $43.0 million. We received $41.9 million of net proceeds and expect to record a gain on sale of approximately $26.0 million. Additionally, we sold the remaining five skilled nursing centers in Virginia (4) and California (1) with a total of 656 beds for an aggregate sales price of $80.0 million. We will use the total proceeds of $78.9 million in a 1031 exchange for the acquisitions within our SHOP segment and anticipate recording an aggregate gain on sale of approximately $52.0 million. These seven properties, which were classified as held-for-sale at September 30, 2025, had an aggregate gross book value and net book value of $71.7 million and $42.5 million, respectively.
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2025 Activities Overview
The following tables summarize our transactions during the nine months ended September 30, 2025 (dollar amounts in thousands):
SHOP Segment
During the second quarter of 2025, we r the Anthem and New Perspective Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment. Additionally, during the third quarter of 2025, we acquired eight seniors housing communities within our SHOP segment. Accordingly, as of September 30, 2025, our SHOP segment is comprised of 21 independent living, assisted living and memory care communities that are managed on behalf by five independent operators pursuant to separate management agreements. The following table provides information regarding our SHOP segment as of September 30, 2025 ( dollar amounts in thousands ):
Average
Number
Number
Investment
Gross
of
of
per
State
Investment
Properties
Beds/Units
Unit
Wisconsin
$
217,165
6
620
$
350.27
Illinois
57,998
4
264
$
219.69
California
48,695
2
133
$
366.13
Colorado
41,744
4
228
$
183.09
Kentucky
39,684
2
158
$
251.16
Kansas
26,220
2
114
$
230.00
Ohio
15,021
1
60
$
250.35
Total
$
446,527
(1)
21
1,577
$
283.15
(1) Subsequent to September 30, 2025, we acquired within our SHOP segment an 88-unit SH in Georgia for $22,900. In conjunction with the acquisition, we entered into a management agreement with an operator new to us. Additionally, we expect to convert two SH from our triple-net portfolio into our SHOP segment during the fourth quarter of 2025. The communities are located in Oregon with a total of 186 units, with an aggregate gross book value of $33,102 and a net book value of $26,535. Upon conversion, the Triple-Net master lease with the existing operator will be terminated and we will enter into a new management agreement with an operator new to us.
The following table summarizes our acquisitions within our SHOP segment during the nine months ended September 30, 2025 ( dollar amounts in thousands ):
Total
Number
Number
Purchase
Transaction
Acquisition
of
of
Type of Property
State
Price
Costs
Costs
Properties
Beds/Units
SH
CA
$
35,200
$
247
$
35,447
1
67
SH
KY
39,500
184
39,684
2
158
SH
WI
194,050
165
194,215
5
520
$
268,750
(1)
$
596
$
269,346
8
745
(1) Subsequent to September 30, 2025, we acquired an 88-unit seniors housing community within our SHOP segment in Georgia for $22,900. In conjunction with the acquisition, we entered into a management agreement with an operator new to us.
Investment in Improvement projects
Type of Property
NNN
SHOP
Seniors Housing Communities
$
2,648
$
2,425
Skilled Nursing Centers
1,600
—
Total
$
4,248
$
2,425
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Properties Held -for-Sale
Type
Number
Number
of
of
of
Gross
Accumulated
State
Property
Properties
Beds/units
Investment
Depreciation
CA/FL/VA
SNF
(1)
7
896
$
71,742
$
(29,284)
(1) These properties were sold subsequent to September 30, 2025. See footnote (3) to the Properties Sold table below for additional information.
Properties Sold
Type
Number
Number
of
of
of
Sales
Carrying
Net
State
Properties
Properties
Beds/Units
Price
Value
(Loss) Gain (1)
Ohio
SH
1
39
$
1,000
$
670
$
236
Ohio (2)
n/a
—
—
1,800
1,342
340
Oklahoma
SH
1
29
670
670
(96)
Texas
n/a
1
—
2,880
3,266
(715)
Total (3)
3
68
$
6,350
$
5,948
$
(235)
(1) Calculation of net (loss) gain includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable.
(2) We sold a parcel of land adjacent to a memory care community within our portfolio.
(3) Subsequent to September 30, 2025, we sold two skilled nursing centers in Florida totaling 240 beds for $43,000. We received $41,900 of net proceeds and expect to record a gain on sale of approximately $26,000. Additionally, we sold five skilled nursing centers in Virginia (4) and California (1) with a total of 656 beds for an aggregate sales price of $79,950. We will use the total proceeds of $78,900 in a 1031 exchange for the acquisitions within our SHOP segment and anticipate recording an aggregate gain on sale of approximately $52,000. These seven properties, which were classified as held-for-sale at September 30, 2025, had an aggregate gross book value and net book value of $71,742 and $42,458, respectively .
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Investment in Mortgage Loans Receivable
The following tables provide information regarding our investments in mortgage loans secured by first mortgages at September 30, 2025 (dollar amounts in thousands):
Type
Percentage
Number of
Investment
Gross
of
of
SNF
SH
per
Interest Rate
Maturity
State
Investment
Property
Investment
Loans (2)
Properties (3)
Beds
Units
Bed/Unit
7.8%
2025
FL
$
15,956
SH
4.0
%
1
1
—
112
$
142.46
7.3%
2026
NC
10,750
SH
2.7
%
1
1
—
45
$
238.89
8.8%
2026
MI
16,486
SH
4.2
%
1
1
—
85
$
193.95
9.0%
(4)
2030
IL
1,177
UDP
0.3
%
1
—
—
—
$
—
8.5%
2030
FL
39,330
SH
10.0
%
1
1
—
250
$
157.32
8.3%
2030
CA
55,350
SH
14.1
%
1
2
—
171
$
323.68
11.1%
(5)
2043
MI
180,388
SNF
45.8
%
1
14
1,749
—
$
103.14
10.1%
(6)
2045
MI
39,700
SNF
10.1
%
1
4
480
—
$
82.71
10.5%
(6)
2045
MI
19,650
SNF
5.0
%
1
2
201
—
$
97.76
10.8%
(6)
2045
MI
14,800
SNF
3.8
%
1
1
146
—
$
101.37
Total
$
393,587
(1)
100.0
%
10
27
2,576
663
$
121.51
(1) Excludes the impact of the credit loss reserve.
(2) Some loans contain certain guarantees and provide for certain facility fees.
(3) Our mortgage loans are secured by properties located in five states with eight borrowers.
(4) During 2024, we committed to fund a $26,120 mortgage loan for the construction of a 116-unit ILF, ALF and MC located in Illinois. The borrower contributed $12,300 of equity which initially funded the construction. During the third quarter of 2025, we began funding the commitment. The loan bears interest at a current rate of 9.0% and an IRR of 9.5%.
(5) During the three months ended September 30, 2025, we modified the mortgage loan to increase the current interest paid by Prestige, the borrower, from 8.5% to the full contractual interest rate of 11.14% escalated annually. The modification was effective July 1, 2025. Additionally, the modification provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026. Prestige is required to provide us with 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. In conjunction with the loan modification that provided the borrower a penalty-free early payoff option, we wrote-off $41,455 of interest receivable previously accrued related to this loan during the three months ended September 30, 2025. For more information related to the effective interest write-off see Note 3. Real Estate Investments .
(6) Mortgage loans provide for 2.25% annual increases in the interest rate.
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Amount
Originations and funding under mortgage loans receivable
$
99,590
(1)
Pay-offs received
(21,281)
Application of interest reserve
—
Scheduled principal payments received
(450)
Mortgage loan premium amortization
(6)
Provision for loan loss reserve
(779)
Net increase in mortgage loans receivable
$
77,074
(1) Includes the following:
(a) $55,350 under a $57,550 mortgage loan commitment secured by two SH with a total of 171 units in California. The loan term is five years at a rate of 8.3%;
(b) $39,330 under a $42,300 mortgage loan commitment secured by a 250-unit ILF, ALF and MC in Florida. The loan term is five years at a fixed rate of 8.5%;
(c) $3,733 under a $19,500 mortgage loan commitment for the construction of an 85-unit ALF and MC in Michigan. The borrower contributed $12,100 of equity upon origination in July 2023, which was used to initially fund the construction. Our remaining commitment is $3,013. The interest-only loan term is approximately three years at a rate of 8.75%, and includes two one-year extensions, each of which is contingent on certain coverage thresholds; and
(d) $1,177 under a $26,120 mortgage loan commitment for the construction of the construction of a 116-unit ILF, ALF and MC 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 $24,943. The loan bears interest at a current rate of 9.0% and an IRR of 9.5%.
Preferred Equity Investment in Unconsolidated Joint Ventures
During the nine months ended September 30, 2025, we received $16.0 million, which includes a 13% exit IRR of $3.0 million, from the redemption of our preferred equity investment in a joint venture that owns a 267-unit independent and assisted living community in Washington.
Investment in Notes Receivable
Amount
Advances under notes receivable
$
25
Principal payments received under notes receivable
(18,039)
(1)
Write-off of notes receivable
(2,693)
(2)
Recovery of credit losses
207
Net decrease in notes receivable
$
(20,500)
(1) Includes the following:
(a) $17,000 related to an early payoff of a mezzanine loan. In conjunction with the mezzanine loan payoff, we received exit IRR income of $2,599 recognized as Interest and other income in our Consolidated Statements of Income . The exit IRR income was partially offset by $1,624 of effective interest previously recognized over the term of the mezzanine loan through payoff;
(b) $639 related to the payoff of three working capital loans; and
(c) $400 related to the paydown of a working capital loan.
(2) Represents the write-off of Anthem working capital note in connection with the conversion of its Triple-Net leases to SHOP.
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Health Care Regulatory
The Centers for Medicare & Medicaid Services (“CMS”) annually updates Medicare SNF prospective payment system rates and other policies. On July 31, 2025, 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”) 2026. CMS announced that for FY 2026, it was updating SNF PPS rates by 3.2% based on the final SNF market basket of 3.3%, plus a 0.6% market basket forecast error adjustment, and a negative 0.7% productivity adjustment, which amounts to an increase in SNF PPS payments of $1.16 billion compared to payments in FY 2025. CMS stated that its impact figures do not incorporate the SNF Value-Based Purchasing (“VBP”) reductions for certain SNFs subject to the net reduction in payments under the SNF VBP, which are estimated to total $208.36 million in FY 2026. CMS announced that it was finalizing several changes to the PDPM ICD-10-CM code mappings to allow providers to provide more accurate, consistent, and appropriate primary diagnoses that meet the criteria for skilled intervention during a Part A SNF stay. CMS finalized 34 changes to the PDPM ICD-10-CM code mappings to maintain consistency with the latest ICD-10-CM coding guidance. CMS also announced that for the SNF VBP Program, it was finalizing a series of operational and administrative proposals as part of the final rule. In addition, CMS announced that for the SNF Quality Reporting Program (“QRP”), it was finalizing its proposal to remove four standardized patient assessment data elements from the Minimum Data Set (“MDS”), the SNF resident assessment form, beginning with residents admitted on or after October 1, 2025. CMS also announced it was finalizing its proposal to amend the reconsideration request policy and process.
On April 22, 2024, CMS issued the Minimum Staffing Standards for Long-Term Care Facilities and Medicaid Institutional Payment Transparency Reporting final rule. The final rule set forth new comprehensive minimum staffing requirements. It finalized a total nurse staffing standard of 3.48 hours per resident day (“HPRD”), which must include at least 0.55 hours per resident day of direct registered nurse care and 2.45 hours per resident day of direct nurse aide care. It permitted facilities to use any combination of nurse staff (registered nurse, licensed practical nurse and licensed vocational nurse, or nurse aide) to account for the additional 0.48 hours per resident day needed to comply with the total nurse staffing standard. CMS also finalized enhanced facility assessment requirements and a requirement to have a registered nurse onsite 24 hours a day, seven days a week (“24/7”), to provide skilled nursing care. The final rule also provided a staggered implementation timeframe of the minimum nurse staffing standards and 24/7 registered nurse requirement based on geographic location as well as possible exemptions for qualifying facilities for some parts of these requirements based on workforce unavailability and other factors. The final rule was challenged in federal courts in Texas and Iowa. An April 2025 decision from the U.S. District Court for the Northern District of Texas and a June 2025 decision from the U.S. District Court for the Northern District of Iowa blocked the rule from taking effect. The Texas federal court vacated the rule in full, finding that CMS had exceeded its authority in promulgating it. Meanwhile, the Iowa federal court only vacated the 24/7 RN requirement and the minimum staffing hours requirement, while leaving the rest of the rule in place. The U.S. Department of Justice appealed the Texas federal court’s decision striking down the entire rule to the U.S. Court of Appeals for the Fifth Circuit, but that appeal was dismiss at the government’s motion on September 19, 2025. The Iowa federal court’s decision was also initially appealed to the U.S. Court of Appeals for the Eighth Circuit, however that appeal was also voluntarily dismissed on a motion by the government on October 3, 2025. Thus both federal district court rulings stand undisturbed. Regardless, however, the 2025 budget reconciliation act (also known as the “One Big Beautiful Bill Act”), signed by President Trump on July 4, 2025, imposes a 10-year moratorium on the implementation and enforcement of the entire rule. So even if a future administration seeks to re-challenge the court’s rulings at some point in the future, CMS is barred from implementing the rule until 2034 at the earliest.
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On June 18, 2025, CMS issued a Quality, Safety and Oversight memorandum, QSO-25-NH, which outlines updates to how nursing home ratings are calculated and reported on the Nursing Home Care Compare website. According to the QSO memo, as of July 30, 2025, CMS will publish average Five Star ratings and other performance-based information for chains or affiliated entities on the Nursing Home Care Compare website. CMS will also be removing COVID-19 vaccination information from the main profile page of each nursing home effective as of the same date. CMS will also be revising the methodology used to calculate Five Star Ratings. In addition, CMS also recently announced a third extension for SNFs to submit required Medicare revalidations. Facilities now have until January 1, 2026 to submit these filings.
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 borrowers and lessees 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, including minimum staffing requirements, 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 by gross investment our concentration risk in terms of 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/credit 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.
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Table of Contents
The following table reflects our recent historical trends of concentration risk (gross investment, in thousands) :
9/30/25
6/30/25
3/31/25
12/31/24
9/30/24
Asset mix:
Owned properties-Triple-Net
$
1,149,924
$
1,154,836
$
1,329,856
$
1,333,078
$
1,342,188
Owned properties-SHOP
446,527
174,847
—
—
—
Financing receivables
362,201
361,438
361,460
361,482
361,504
Mortgage loan receivables
393,587
356,815
317,527
315,734
364,414
Notes receivable
27,010
44,135
44,786
47,717
48,173
Unconsolidated joint ventures
18,342
17,793
17,602
30,602
30,602
Real estate investment mix:
Senior housing communities
$
1,440,634
$
1,138,799
$
1,100,232
$
1,117,588
$
1,165,395
Skilled nursing centers
943,775
959,060
958,994
959,020
959,482
Other (1)
12,005
12,005
12,005
12,005
12,005
Under development
1,177
—
—
—
9,999
Operator/credit mix:
ALG Senior Living
$
296,405
$
295,628
$
295,629
$
295,629
$
307,308
Prestige Healthcare (1)
268,534
268,567
268,896
269,022
269,345
Encore Senior Living
199,187
196,735
195,355
195,276
191,988
HMG Healthcare, LLC
167,917
167,202
166,976
166,716
166,833
Anthem Memory Care, LLC (2)
—
—
153,714
156,407
156,407
Carespring Health Care Management, LLC
102,940
102,940
102,940
102,940
102,940
Remaining operators (2)
916,081
903,945
887,721
902,623
952,060
SHOP operators (2)
446,527
174,847
—
—
—
Geographic mix:
Texas
$
314,232
$
319,423
$
318,584
$
318,133
$
323,737
North Carolina
302,504
301,727
301,650
301,468
301,142
Michigan
293,889
293,189
292,396
290,450
287,795
Wisconsin
288,933
94,051
93,849
93,844
93,562
Florida
164,697
168,626
130,152
130,174
130,196
Remaining states
1,033,336
932,848
934,600
954,544
1,010,449
(1) Includes three parcels of land located adjacent to properties securing the Prestige Healthcare mortgage loan and are managed by Prestige.
(2) During the second quarter of 2025, we terminated the Anthem and New Perspective Triple-Net master leases and converted the communities covered under the master leases into our SHOP segment. Additionally, during the third quarter of 2025, we acquired eight SHs within our SHOP segment. These communities within our SHOP segment operated by independent operators on our behalf are classified as “SHOP operators” during the second and third quarters of 2025. Our SHOP segment is not subject to operator/credit concentration risk.
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 (“EBITDA re ”) as defined by NAREIT. See Non-GAAP Financial Measures below for information and reconciliation.
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Table of Contents
The following table reflects the recent historical trends for our credit strength measures:
Balance Sheet Metrics
Year to Date
Quarter Ended
9/30/25
9/30/25
6/30/25
3/31/25
12/31/24
9/30/24
Debt to gross asset value
38.1
%
38.1
%
(1)
31.3
%
31.1
%
31.1
%
(7)
34.5
%
Debt to market capitalization ratio
35.1
%
35.1
%
(2)
30.4
%
(4)
29.5
%
(5)
30.3
%
(8)
32.3
%
Interest coverage ratio (10)
5.0
x
4.8
x
(3 )
5.1
x
5.0
x
(6)
4.7
x
(9)
4.2
x
Fixed charge coverage ratio (10)
5.0
x
4.8
x
(3 )
5.1
x
5.0
x
(6)
4.7
x
(9)
4.2
x
(1) Increased due to increase in outstanding debt partially offset by increase in gross asset value.
(2) 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.
(3) Decreased due to increase in interest expense and decrease in rental income partially offset by increase in revenue from resident fees and services and interest and other income.
(4) Increased due to increase in outstanding debt and decrease in market capitalization from lower stock price.
(5) Decreased due to increase in market capitalization due to increase in stock price.
(6) Increased due to decrease in interest expense.
(7) Decreased due to decrease in outstanding debt, partially offset by decrease in gross asset value.
(8) Decreased due to decrease in outstanding debt, partially offset by decrease in market capitalization from lower stock price.
(9) Increased due to decrease in interest expense and increase in rental income, partially offset by decrease in other income.
(10) In calculating our interest coverage and fixed charge coverage ratios above, we use EBITDA re. 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 crises such as a pandemic.
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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Table of Contents
Operating Results (unaudited, in thousands)
Three Months Ended
September 30,
2025
2024
Difference
Revenues:
Rental income
$
27,842
$
32,258
$
(4,416)
(1)
Resident fees and services
22,203
—
22,203
(2)
Interest income from financing receivables
7,096
7,001
95
Interest income from mortgage loans
9,856
10,733
(877)
(3)
Interest and other income
2,293
5,791
(3,498)
(4)
Total revenues
69,290
55,783
13,507
Expenses:
Interest expense
8,791
10,023
1,232
(5)
Depreciation and amortization
8,987
9,054
67
Seniors housing operating expenses
17,362
—
(17,362)
(6)
Write-off of effective interest receivable
41,455
—
(41,455)
(7)
Provision for credit losses
203
215
12
Transaction costs
587
33
(554)
Triple-net lease property tax expense
2,581
3,186
605
General and administrative expenses
7,523
6,765
(758)
(8)
Total expenses
87,489
29,276
(58,213)
Loss (gain) on sale of real estate, net
(738)
(9)
3,663
(10)
(4,401)
Income from unconsolidated joint ventures
439
692
(253)
Income tax expense
(42)
—
(42)
Net (loss) income
(18,540)
30,862
(49,402)
Income allocated to non-controlling interests
(1,455)
(1,496)
41
Net income attributable to LTC Properties, Inc.
(19,995)
29,366
(49,361)
Income allocated to participating securities
(154)
(201)
47
Net income available to common stockholders
$
(20,149)
$
29,165
$
(49,314)
(1) Decreased primarily due to the conversion of 13 communities from Triple-Net to our new SHOP segment, write-off of a straight-line rent receivable balance due to an operator filing for bankruptcy and lower rent from property sales, partially offset by rent increases from fair-market rent resets, escalations and capital improvements.
(2) Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities.
(3) Decreased due to $41,455 of interest receivable previously accrued related to Prestige mortgage loan and mortgage loan payoffs partially offset by mortgage loan originations and additional funding.
(4) Decreased primarily due to aggregate one-time income of $4,052 received in 2024 from two former operators.
(5) Decreased due to lower average outstanding balance on our revolving line of credit, scheduled principal paydowns on our senior unsecured notes and lower interest rates.
(6) Represents operating expenses related to our new SHOP segment.
(7) In conjunction with the Prestige mortgage loan modification that provided Prestige a penalty-free early payoff option, we wrote-off the interest receivable previously accrued related to this mortgage loan.
(8) Increased primarily due to increase in incentive compensation expenses and other corporate expenses.
(9) Represents the net loss on sale related to a closed facility in Texas.
(10) Represents a net gain on sale of an 80-unit SH in Texas.
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Nine Months Ended
September 30,
2025
2024
Difference
Revenues:
Rental income
$
89,463
$
97,464
$
(8,001)
(1)
Resident fees and services
34,153
—
34,153
(2)
Interest income from financing receivables
21,182
14,661
6,521
(3)
Interest income from mortgage loans
28,715
35,842
(7,127)
(4)
Interest and other income
5,048
9,298
(4,250)
(5)
Total revenues
178,561
157,265
21,296
Expenses:
Interest expense
24,718
31,971
7,253
(6)
Depreciation and amortization
26,925
27,173
248
Seniors housing operating expenses
26,781
—
(26,781)
(7)
Write-off of effective interest receivable
41,455
—
(41,455)
(8)
Provision for credit losses
3,642
942
(2,700)
(9)
Transaction costs
7,734
679
(7,055)
(10)
Triple-net lease property tax expense
8,483
9,816
1,333
General and administrative expenses
22,941
20,016
(2,925)
(11)
Total expenses
162,679
90,597
(72,082)
(Loss) gain on sale of real estate, net
(235)
(12)
6,882
(13)
(7,117)
Income from unconsolidated joint ventures
4,543
1,739
2,804
(14)
Income tax benefit
39
—
39
Net income
20,229
75,289
(55,060)
Income allocated to non-controlling interests
(4,452)
(2,332)
(2,120)
(3)
Net income attributable to LTC Properties, Inc.
15,777
72,957
(57,180)
Income allocated to participating securities
(471)
(511)
40
Net income available to common stockholders
$
15,306
$
72,446
$
(57,140)
(1) Decreased primarily due to conversion of 13 communities from Triple-Net to our new SHOP segment, a one-time revenue received in 2024 related to the repayment of $2,377 in rent credits, write-off of a straight-line rent receivable balance due to an operator filing for bankruptcy, lower rent due to property sales and the write-off of a straight-line rent receivable and lease incentive balance in connection with the termination of two existing leases with the same operator, and combining them into a single master lease. These decreases were partially offset by rent increases from fair-market rent resets, annual escalations and amendments.
(2) Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities.
(3) Increased primarily due to the exchange of two mortgage loan receivables near the end of the second quarter of 2024 for controlling interests in two newly formed JVs that are accounted for as financing receivables.
(4) Decreased primarily due to explanation (3) above, write-off of Prestige interest receivable previously accrued and payoffs partially offset by additional mortgage loan funding.
(5) Decreased primarily due to aggregate one-time income of $4,052 received from two former operators and receipt of insurance proceeds in 2024.
(6) Decreased due to lower average outstanding balance on our revolving line of credit, scheduled principal paydowns on our senior unsecured notes and lower interest rates.
(7) Represents operating expenses related to our new SHOP segment.
(8) In conjunction with the Prestige mortgage loan modification that provided Prestige a penalty-free early payoff option, we wrote-off interest receivable previously accrued related to this mortgage loan.
(9) Increased due to 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 to RIDEA.
(10) Increased 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 and additional costs associated with the startup of new RIDEA platform.
(11) Increased primarily due to one-time expenses related to an employee’s retirement and increase in incentive compensation expenses and other corporate expenses.
(12) Represents the net loss on sale related to a closed facility in Texas and one SH in Oklahoma partially offset by a net gain on sale related to one SH and a parcel of land adjacent to an MC within our portfolio located in Ohio.
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(13) Represents the gain on sale of a 80-unit SH in Texas, a 110-unit SH in Wisconsin and two closed properties located in Texas, partially offset by the aggregate loss on sale of 6 SHs located in Texas (five) and Florida (one).
(14) Increased due to the 13% exit IRR of $2,962 received in connection with the redemption of our preferred equity investment in a JV.
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 EBITDA re to be useful supplemental measures of our financial or operating performance.
Funds From Operations Available to Common Stockholders
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
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
GAAP net (loss) income available to common stockholders
$
(20,149)
$
29,165
$
15,306
$
72,446
Add: Depreciation and amortization
8,987
9,054
26,925
27,173
Add/(Less): Loss/(Gain) on sale of real estate, net
738
(3,663)
235
(6,882)
NAREIT FFO attributable to common stockholders
$
(10,424)
$
34,556
$
42,466
$
92,737
NAREIT FFO attributable to common stockholders per share:
Effect of dilutive securities:
Add: Participating securities
—
201
—
511
Diluted NAREIT FFO attributable to common stockholders
$
(10,424)
$
34,757
$
42,466
$
93,248
Weighted average shares used to calculate NAREIT FFO per share:
Shares for basic net income per share
46,123
43,868
45,726
43,313
Effect of dilutive securities:
Performance-based stock units
—
526
381
526
Participating securities
—
302
—
294
Total effect of dilutive securities
—
828
381
820
Shares for diluted FFO per share
46,123
44,696
46,107
44,133
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) write-off of effective interest, (iv) provision for credit losses, (v) impairment loss, (vi) depreciation and amortization, (vii) interest expense, (viii) gain or loss on sale of real estate and (ix) 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 or loss, which is the most directly comparable GAAP financial measure to NOI for the three and nine months ended September 30, 2025 and 2024 ( in thousands ):
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Net (loss) income
$
(18,540)
$
30,862
$
20,229
$
75,289
Add/ (Less): Income tax expense (benefit)
42
—
(39)
—
Add/ Less : Loss (gain) on sale of real estate, net
738
(3,663)
235
(6,882)
Add: General and administrative expense
7,523
6,765
22,941
20,016
Add: Transaction costs
587
33
7,734
679
Add: Write-off of effective interest
41,455
—
41,455
—
Add: Provision for credit losses
203
215
3,642
942
Add: Depreciation and amortization
8,987
9,054
26,925
27,173
Add: Interest expense
8,791
10,023
24,718
31,971
NOI
$
49,786
$
53,289
$
147,840
$
149,188
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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 EBITDA re is calculated as net income available to common stockholders (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.
EBITDA re is not an alternative to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on EBITDA re as a substitute for any such GAAP financial measures or consider it 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 EBITDA re.
The following is a reconciliation of net income or loss, which is the most directly comparable GAAP financial measure to EBITDA re for the periods presented below (in thousands):
Year to Date
Three Months Ended
9/30/25
9/30/25
6/30/25
3/31/25
12/31/24
9/30/24
Net income (loss)
$
20,229
$
(18,540)
$
16,548
$
22,221
$
19,590
$
30,862
Add/Less: (Loss) gain on sale
235
738
(332)
(171)
(1,097)
(3,663)
Less/Add: Income tax (benefit) expense
(39)
42
(81)
—
—
—
Add: Impairment loss
—
—
—
—
6,953
—
Add: Interest expense
24,718
8,791
8,014
7,913
8,365
10,023
Add: Depreciation and amortization
26,925
8,987
8,776
9,162
9,194
9,054
EBITDA re
72,068
18
32,925
39,125
43,005
46,276
Add/(Less) : Non-recurring one-time items
50,834
(1)
42,418
(2)
8,011
(3)
405
(4)
(3,379)
(5)
(4,173)
(6)
Adjusted EBITDA re
$
122,902
$
42,436
$
40,936
$
39,530
$
39,626
$
42,103
Interest expense
$
24,718
$
8,791
$
8,014
$
7,913
$
8,365
$
10,023
Interest coverage ratio
5.0
x
4.8
x
5.1
x
5.0
x
4.7
x
4.2
x
Interest expense
$
24,718
$
8,791
$
8,014
$
7,913
$
8,365
$
10,023
Total fixed charges
$
24,718
$
8,791
$
8,014
$
7,913
$
8,365
$
10,023
Fixed charge coverage ratio
5.0
x
4.8
x
5.1
x
5.0
x
4.7
x
4.2
x
(1) See (2), (3) and (4) below for explanation.
(2) Includes $41,455 effective interest write-off related to a mortgage 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 one-time transaction costs in connection with the transition to RIDEA partially 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.
(3) Includes $5,971termination fee paid to New Perspective, $1,136 one-time costs associated with an employee’s retirement, $520 of one-time RIDEA transaction costs and $384 provision for credit losses related to a mortgage loan origination.
(4) Includes $2,693 write-off of a working capital note, $371 of related interest receivable, and $303 of one-time transaction costs, all in connection with the transition to RIDEA, partially offset by the 13% exit IRR of $2,962 received in connection with the redemption of our preferred equity investment in a JV.
(5) Includes a one-time additional straight-line income of $3,158 related to restoring accrual basis accounting for two master leases, recovery of credit losses of $511 related to a mortgage loan receivable write-off, partially offset by $290 provision for credit losses related to the write-off of an uncollectible loan receivable.
(6) Includes an aggregate one-time income of $4,493 received from three former operators, the recovery of provisions for credit losses of $293 related to a mortgage loan receivable payoff, partially offset by the uncollectible effective interest write-off of $613 of interest receivable related to the partial paydown of a mortgage loan receivable.
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Liquidity and Capital Resources
Sources and Uses of Cash
As of September 30, 2025, we had $400.0 million in liquidity as follows (amounts in thousands, except per share amounts) :
At September 30, 2025
Cash and cash equivalents
$
17,933
Available under unsecured revolving line of credit
51,550
(1)
Available under Equity Distribution Agreement
330,271
(2)
Total Liquidity
$
399,754
(3)
(1) Subsequent to September 30, 2025, we repaid $62,900 under our new revolving line of credit. Accordingly, we have $485,550 outstanding and $114,450 available for borrowing under our unsecured revolving line of credit.
(2) Subsequent to September 30, 2025, we sold 281,400 shares of common stock under our Equity Distribution Agreement. Accordingly, we had $319,881 available under the Equity Distribution Agreement.
(3) Subsequent to September 30, 2025, we had $452,264 in liquidity. See (1) and (2) above.
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 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, and the potential for significant reforms in the health care industry and related occupancy challenges in the governmental regulations and financing of the health care industry or the impact of any other 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.
Depending on our borrowing capacity, compliance with financial covenants, ability to access the capital markets, and the payment of dividends may be negatively impacted. 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 2025 and 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
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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.
Our primary sources of cash include rent, resident fees and services, 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 ):
Nine Months Ended September 30,
Change
Net cash provided by (used in):
2025
2024
$
Operating activities
$
98,038
$
91,998
$
6,040
Investing activities
(317,100)
40,379
(357,479)
Financing activities
227,581
(117,623)
345,204
Increase in cash and cash equivalents
8,519
14,754
(6,235)
Cash and cash equivalents, beginning of period
9,414
20,286
(10,872)
Cash and cash equivalents, end of period
$
17,933
$
35,040
$
(17,107)
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 $525.0 million comprised of a $425.0 million revolving credit facility (the “Revolving Line of Credit”) and two $50.0 million term loans (the “Term Loans”). The Term Loans had maturities of November 19, 2025 and November 19, 2026. The Revolving Line of Credit has a maturity date of November 19, 2026. The Credit Agreement permitted us to request increases to the Revolving Line of Credit and Term Loans commitments up to a total of $1.0 billion.
During the third quarter of 2025, we entered into a new four-year unsecured credit agreement (“New Credit Agreement”) maturing in July 2029, to replace our previous Credit Agreement. The New Credit Agreement increased the aggregate commitment on our revolving line of credit from $425.0 million to $600.0 million and provides for the opportunity to increase the total commitment to an aggregate of $1.2 billion. The New Credit Agreement provides for a one-year extension option, subject to customary conditions. Material terms of the New Credit Agreement remain unchanged. In connection with the New Credit Agreement, the Term Loans were rolled into the new revolving line of credit, keeping the interest rate swap agreements intact at an average 2.3% rate, based on current margins. Based on our leverage at September 30, 2025, the facility provides for interest annually at SOFR plus 115 basis points and a facility fee of 20 basis points.
Interest Rate Swap Agreements. In connection with entering into the Term Loans as described above, we entered into two receive variable/pay fixed interest rate swap agreements (the “Interest Rate Swaps”) with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Term Loans’ borrowings over their four and five year terms of the loans. The Interest Rate Swaps are considered cash flow hedges and are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in Accumulated other comprehensive income (loss) on our Consolidated Balance Sheets . During the three and nine months ended September 30, 2025, we recorded a decrease of $0.7 million and $2.4 million in fair value of Interest Rate Swaps, respectively. As discussed above, during the third quarter of 2025, Term Loans were paid off using proceeds from our new revolving line of credit under our New Credit
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Agreement, keeping the Interest Rate Swaps intact through November 2025 at 2.3% and November 2026 at 2.4%, based on current margins.
As of September 30, 2025, the terms of the Interest Rate Swaps are as follows ( dollar amounts in thousands ):
Notional
Fair Value at
Date Entered
Maturity Date
Swap Rate
Rate Index
Amount
September 30, 2025
November 2021
November 19, 2025
2.52
%
1-month SOFR
$
50,000
$
200
November 2021
November 19, 2026
2.66
%
1-month SOFR
50,000
1,259
$
100,000
$
1,459
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 senior unsecured notes and the Credit Agreement, 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.
At September 30, 2025, 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 September 30, 2025 are as follows (dollar amounts in thousands):
Applicable
Available
Interest
Outstanding
for
Debt Obligations
Rate (1)
Balance
Borrowing
Revolving line of credit (2)
4.76%
$
548,450
$
51,550
Senior unsecured notes, net of debt issue costs
4.12%
396,065
—
Total
4.49%
$
944,515
$
51,550
(1) Represents weighted average interest rate as of September 30, 2025.
(2) Subsequent to September 30, 2025, we repaid $62,900 under our new revolving line of credit. Accordingly, we have $485,550 outstanding and $114,450 available for borrowing under our unsecured revolving line of credit.
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During the nine months ended September 30, 2025, our debt borrowings and repayments were as follows (in thousands):
Debt Obligations
Borrowings
Repayments
Revolving line of credit
$
433,500
(1)
$
(29,400)
Term loans
—
(100,000)
Senior unsecured notes
—
(44,500)
Total
$
433,500
$
(173,900)
(1) Subsequent to September 30, 2025, we repaid $62,900 under our new revolving line of credit. Accordingly, we have $485,550 outstanding and $114,450 available for borrowing under our unsecured revolving line of credit.
Equity
At September 30, 2025, we had 47,332,792 shares of common stock outstanding, total equity on our balance sheet $1.0 billion and our equity securities had a market value of $1.7 billion. During the nine months ended September 30, 2025, we declared and paid $80.0 million of cash dividends.
During the nine months ended September 30, 2025, we acquired 151,018 shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Subsequent to September 30, 2025, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2025, payable on October 31, November 28, and December 31, 2025, respectively, to stockholders of record on October 23, November 20, and December 23, 2025, 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.
During the nine months ended September 30, 2025, we sold 1,655,100 shares of common stock for $59.3 million in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $353,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At September 30, 2025, we had $330.3 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 the second quarter of 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that
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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 nine months ended September 30, 2025, 165,549 shares of restricted stock and 182,915 performance-based stock units vested. During the nine months ended September 30, 2025, we awarded restricted stock and performance-based stock units as follows:
No. of
Price per
Shares
Share
Award Type
Vesting Period
113,790
$
34.88
Restricted stock
ratably over 3 years
5,626
$
35.55
Restricted stock
April 30, 2028
15,625
$
35.20
Restricted stock
(1)
52,666
$
34.88
Performance-based stock units
TSR targets (2)
48,535
$
34.88
Performance-based stock units
TSR targets (3)
236,242
(1) 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.
(2) Vesting is based on achieving certain total shareholder return (“TSR”) targets in 3 years.
(3) Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in 3 years.
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 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, 2024. There have been no material changes to our critical accounting policies or estimates since December 31, 2024.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in our market risk during the nine months ended September 30, 2025. For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2024.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.