Item 1. Financial Statements
Item 1. Financial Statements
LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEET S
(amounts in thousands, except per share)
March 31, 2025
December 31, 2024
(unaudited)
(audited)
ASSETS
Investments:
Land
$
111,223
$
118,209
Buildings and improvements
1,146,891
1,212,853
Accumulated depreciation and amortization
( 383,853 )
( 405,884 )
Operating real estate property, net
874,261
925,178
Properties held-for-sale, net of accumulated depreciation: 2025—$ 29,284 ; 2024—$ 1,346
42,458
670
Real property investments, net
916,719
925,848
Financing receivables, net of credit loss reserve: 2025—$ 3,615 ; 2024—$ 3,615
357,845
357,867
Mortgage loans receivable, net of credit loss reserve: 2025—$ 3,169 ; 2024—$ 3,151
314,358
312,583
Real estate investments, net
1,588,922
1,596,298
Notes receivable, net of credit loss reserve: 2025—$ 448 ; 2024—$ 477
44,338
47,240
Investments in unconsolidated joint ventures
17,602
30,602
Investments, net
1,650,862
1,674,140
Other assets:
Cash and cash equivalents
23,295
9,414
Debt issue costs related to revolving line of credit
1,218
1,410
Interest receivable
61,754
60,258
Straight-line rent receivable
20,685
21,505
Lease incentives
3,074
3,522
Prepaid expenses and other assets
14,621
15,893
Total assets
$
1,775,509
$
1,786,142
LIABILITIES
Revolving line of credit
$
148,850
$
144,350
Term loans, net of debt issue costs: 2025—$ 154 ; 2024—$ 192
99,846
99,808
Senior unsecured notes, net of debt issue costs: 2025—$ 1,017 ; 2024—$ 1,058
433,483
440,442
Accrued interest
2,924
3,094
Accrued expenses and other liabilities
41,104
45,443
Total liabilities
726,207
733,137
EQUITY
Stockholders’ equity:
Common stock: $ 0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2025— 45,888 ; 2024 — 45,511
459
455
Capital in excess of par value
1,091,524
1,082,764
Cumulative net income
1,746,115
1,725,435
Accumulated other comprehensive income
2,905
3,815
Cumulative distributions
( 1,879,101 )
( 1,851,842 )
Total LTC Properties, Inc. stockholders’ equity
961,902
960,627
Non-controlling interests
87,400
92,378
Total equity
1,049,302
1,053,005
Total liabilities and equity
$
1,775,509
$
1,786,142
See accompanying notes.
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOM E
(amounts in thousands, except per share, unaudited)
Three Months Ended
March 31,
2025
2024
Revenues:
Rental income
$
31,444
$
33,549
Interest income from financing receivables
7,002
3,830
Interest income from mortgage loans
9,179
12,448
Interest and other income
1,406
1,539
Total revenues
49,031
51,366
Expenses:
Interest expense
7,913
11,045
Depreciation and amortization
9,162
9,095
Provision for credit losses
3,052
24
Transaction costs
441
266
Property tax expense
3,107
3,383
General and administrative expenses
6,971
6,491
Total expenses
30,646
30,304
Other operating income:
Gain on sale of real estate, net
171
3,251
Operating income
18,556
24,313
Income from unconsolidated joint ventures
3,665
376
Net income
22,221
24,689
Income allocated to non-controlling interests
( 1,541 )
( 459 )
Net income attributable to LTC Properties, Inc.
20,680
24,230
Income allocated to participating securities
( 163 )
( 165 )
Net income available to common stockholders
$
20,517
$
24,065
Earnings per common share:
Basic
$
0.45
$
0.56
Diluted
$
0.45
$
0.56
Weighted average shares used to calculate earnings per common share:
Basic
45,333
42,891
Diluted
45,683
43,032
Dividends declared and paid per common share
$
0.57
$
0.57
See accompanying notes.
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, unaudited)
Three Months Ended March 31,
2025
2024
Net income
$
22,221
$
24,689
Unrealized (loss) gain on cash flow hedges before reclassification
( 138 )
1,414
Gains reclassified from accumulated other comprehensive income to interest expense
( 772 )
( 1,036 )
Comprehensive income
21,311
25,067
Less: Comprehensive income allocated to non-controlling interests
( 1,541 )
( 459 )
Comprehensive income attributable to LTC Properties, Inc.
$
19,770
$
24,608
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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, 2023
43,022
$
430
$
991,656
$
1,634,395
$
6,110
$
( 1,751,312 )
$
881,279
$
34,988
$
916,267
Issuance of common stock
139
1
4,336
—
—
—
4,337
—
4,337
Issuance of restricted stock
160
2
( 2 )
—
—
—
—
—
—
Common Stock cash distributions ($ 0.57 per share)
—
—
—
—
—
( 24,616 )
( 24,616 )
—
( 24,616 )
Stock-based compensation expense
—
—
2,202
—
—
—
2,202
—
2,202
Net income
—
—
—
24,230
—
—
24,230
459
24,689
Fair market valuation adjustment for interest rate swap
—
—
—
—
378
—
378
—
378
Cash paid for taxes in lieu of common shares
( 50 )
—
( 1,532 )
—
—
—
( 1,532 )
—
( 1,532 )
Non-controlling interest contributions
—
—
—
—
—
—
—
50
50
Non-controlling interest distributions
—
—
—
—
—
—
—
( 2,904 )
( 2,904 )
Other
—
—
( 29 )
—
—
—
( 29 )
—
( 29 )
Balance—March 31, 2024
43,271
$
433
$
996,631
$
1,658,625
$
6,488
$
( 1,775,928 )
$
886,249
$
32,593
$
918,842
Balance—December 31, 2024
45,511
$
455
$
1,082,764
$
1,725,435
$
3,815
$
( 1,851,842 )
$
960,627
$
92,378
$
1,053,005
Issuance of common stock
238
2
8,409
—
—
—
8,411
—
8,411
Issuance of restricted stock
114
1
( 1 )
—
—
—
—
—
—
Common Stock cash distributions ($ 0.57 per share)
—
—
—
—
—
( 27,259 )
( 27,259 )
—
( 27,259 )
Stock-based compensation expense
—
—
2,253
—
—
—
2,253
—
2,253
Net income
—
—
—
20,680
—
—
20,680
1,541
22,221
Vesting of performance-based stock units
163
2
( 2 )
—
—
—
—
—
—
Fair market valuation adjustment for interest rate swap
—
—
—
—
( 910 )
—
( 910 )
—
( 910 )
Cash paid for taxes in lieu of common shares
( 138 )
( 1 )
( 4,771 )
—
—
—
( 4,772 )
—
( 4,772 )
Acquisitions of non-controlling interest
—
—
2,883
—
—
—
2,883
( 4,033 )
( 1,150 )
Non-controlling interest distributions
—
—
—
—
—
—
—
( 2,486 )
( 2,486 )
Other
—
—
( 11 )
—
—
—
( 11 )
—
( 11 )
Balance—March 31, 2025
45,888
$
459
$
1,091,524
$
1,746,115
$
2,905
$
( 1,879,101 )
$
961,902
$
87,400
$
1,049,302
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW S
(amounts in thousands, unaudited)
Three Months Ended March 31,
2025
2024
OPERATING ACTIVITIES:
Net income
$
22,221
$
24,689
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
9,162
9,095
Stock-based compensation expense
2,253
2,202
Gain on sale of real estate, net
( 171 )
( 3,251 )
Income from unconsolidated joint ventures
( 3,665 )
( 376 )
Income distributions from unconsolidated joint ventures
3,699
112
Straight-line rental adjustment
578
550
Adjustment for collectability of straight-line rental income
243
—
Adjustment for collectability of lease incentives
249
—
Amortization of lease incentives
199
233
Provision for credit losses
3,052
24
Application of interest reserve
—
( 52 )
Amortization of debt issue costs
271
267
Other non-cash items, net
24
24
Change in operating assets and liabilities
Lease incentives funded
—
( 1,395 )
Increase in interest receivable
( 2,951 )
( 2,220 )
(Decrease) increase in accrued interest payable
( 170 )
996
Net change in other assets and liabilities
( 5,423 )
( 9,832 )
Net cash provided by operating activities
29,571
21,066
INVESTING ACTIVITIES:
Investment in real estate properties
—
( 315 )
Investment in real estate capital improvements
( 1,326 )
( 1,329 )
Proceeds from sale of real estate, net
1,512
25,306
Investment in real estate mortgage loans receivable
( 1,919 )
( 3,128 )
Principal payments received on mortgage loans receivable
124
125
Proceeds from liquidation of investments in unconsolidated joint ventures
13,000
—
Principal payments received on notes receivable
238
550
Net cash provided by investing activities
11,629
21,209
FINANCING ACTIVITIES:
Borrowings from revolving line of credit
15,000
10,300
Repayment of revolving line of credit
( 10,500 )
( 35,500 )
Principal payments on senior unsecured notes
( 7,000 )
( 6,000 )
Proceeds from common stock issued
8,485
4,453
Payments of common share issuance costs
( 74 )
( 116 )
Distributions paid to stockholders
( 27,259 )
( 24,616 )
Acquisitions of and distributions paid to non-controlling interests
( 1,188 )
( 109 )
Financing costs paid
—
( 402 )
Cash paid for taxes in lieu of shares upon vesting of restricted stock
( 4,772 )
( 1,532 )
Other
( 11 )
( 29 )
Net cash used in financing activities
( 27,319 )
( 53,551 )
Increase (decrease) in cash and cash equivalents
13,881
( 11,276 )
Cash and cash equivalents, beginning of period
9,414
20,286
Cash and cash equivalents, end of period
$
23,295
$
9,010
Supplemental disclosure of cash flow information:
Interest paid
$
7,812
$
9,782
Non-cash investing and financing transactions:
Accretion of interest reserve recorded as mortgage loan receivable
$
—
$
52
Write-off of notes receivable
$
( 2,693 )
$
—
Decrease (increase) in fair value of interest rate swap agreements
$
( 910 )
$
378
Distributions paid to non-controlling interests
$
( 2,448 )
$
( 439 )
Transfer of joint venture partner's non-controlling interest to LTC
$
2,883
$
—
Distributions paid to non-controlling interests related to property sale
$
—
$
( 2,305 )
See accompanying notes.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Genera l
LTC Properties, Inc., 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 sale-leasebacks, mortgage financing, joint ventures and structured finance solutions including preferred equity and mezzanine lending. Subsequent to March 31, 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 one operating segment, rather than multiple operating segments, for internal reporting and internal decision-making purposes. 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. Our primary seniors housing and health care property classifications include skilled nursing centers (“SNF”), assisted living communities (“ALF”), independent living communities (“ILF”), 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.
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 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. The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results for a full year.
No provision has been made for federal or state 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") and generally the rent received from the TRS 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 level rents and related operating expenses for these facilities will be reported in our consolidated financial statements and will be subject to federal and state income taxes as the operations of such facilities are included in TRS entities.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
2.
Real Estate Investments
Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (collectively “ALF”).
Any reference to the number 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.
Owned Properties. Our owned properties are leased pursuant to non-cancelable operating leases. Each lease is a triple net lease which requires 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. Many of the leases contain renewal options. The majority of our leases contain provisions for specified annual increases over the rents of the prior year.
The following table summarizes our investments in owned properties at March 31, 2025 (dollar amounts in thousands) :
Average
Percentage
Number
Number of
Investment
Gross
of
of
SNF
ALF
per
Type of Property
Investment
Investment
Properties (1)
Beds
Units
Bed/Unit
Assisted Living
$
719,428
54.1
%
70
—
4,236
$
169.84
Skilled Nursing
598,423
45.0
%
50
6,113
236
$
94.25
Other (2)
12,005
0.9
%
1
118
—
—
Total
$
1,329,856
100.0
%
121
6,231
4,472
(1) We own properties in 23 states that are leased to 22 different operators.
(2) Includes three parcels of land held-for-use, and one behavioral health care hospital.
Many of our existing leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater or less than that currently being paid.
During the three months ended March 31, 2025, a master lease covering two skilled nursing centers in Tennessee that was scheduled to mature on December 31, 2025, was amended extending the maturity to December 31, 2026. Additionally, the master lease purchase option window, which expired on December 31, 2024, was extended for another year to December 31, 2025. Additionally, during the three months ended March 31, 2025, we terminated two existing leases with the same operator, and combined them into a single master lease. The new master lease has a five-year term with one 1-year extension option and four 5-year extension options. Annual cash rent is $ 2,547,000 for the first lease year escalating by 2 % annually thereafter. In connection with the termination of these leases, we wrote-off straight-line rent receivable and lease incentive balances of $ 243,000 and $ 249,000 , respectively.
Subsequent to March 31, 2025, we terminated our Anthem Memory Care, LLC (“Anthem”) triple-net master leases and transitioned the 12 memory care communities covered under the master leases into our new seniors housing operating portfolio (“SHOP”) under the RIDEA structure. In anticipation of this event, we wrote-off Anthem’s working capital note of $ 2,693,000 and the related interest receivable of $ 371,000 during the three months ended March 31, 2025.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing 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. Therefore, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a “straight-line” basis for those customer receivable balances deemed uncollectible. During the three months ended March 31, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $ 243,000 and $ 249,000 , respectively, in connection with the termination of two existing leases with the same operator, and combining them into a master lease as discussed above. During the three months ended March 31, 2024, we wrote-off lease incentive balance of $ 191,000 , as a result of property sales.
We continue to take into account the current financial condition of our operators in our estimation of uncollectible accounts at March 31, 2025. We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.
The following table summarizes components of our rental income for the three months ended March 31, 2025 and 2024 (in thousands):
March 31,
Rental Income
2025
2024
Contractual cash rental income
$
29,623
(1)
$
30,951
Variable cash rental income (2)
3,090
3,381
Straight-line rent
( 578 )
( 550 )
Adjustment of lease incentives and rental income
( 492 )
(3)
—
Amortization of lease incentives
( 199 )
( 233 )
Total
$
31,444
$
33,549
(1) Decreased primarily due to a one-time revenue received in 2024 related to the repayment of $ 2,377 in rent credit and lower rent due to property sales, partially offset by rent increases from fair-market rent resets, annual escalations and amendments.
(2) The variable rental income includes reimbursement of real estate taxes by our lessees.
(3) In connection with the termination of two existing leases with the same operator, and combing them into a single master lease, we wrote-off a straight-line rent receivable of $ 243 and a lease incentive balance of $ 249 .
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Some of our lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements (dollar amounts in thousands):
Type
Number
Option
of
of
Gross
Net Book
Window
State
Property
Properties
Investments (1)
Value
2024-2028
(2)
North Carolina
ALF
4
$
41,000
$
41,000
2024-2028
(2)
North Carolina/ South Carolina
ILF/ALF/MC
13
122,460
122,460
2025
(3)
Tennessee
SNF
2
5,275
2,086
2025-2027
(4)
Florida
SNF
3
76,581
76,581
2025-2027
Ohio
ILF/ALF/MC
1
54,812
50,814
2025-2029
(5)
North Carolina
ALF/MC
11
121,419
121,419
2026
South Carolina
ALF
1
11,680
7,788
2027
Georgia/South Carolina
ALF/MC
2
32,266
24,623
2027-2029
(6)
Oklahoma
ALF/MC
4
9,052
3,200
2027-2029
(7)
Texas
SNF
4
52,726
48,628
2029
Colorado/Kansas/Ohio/Texas
ALF/MC
17
65,134
30,180
2029
North Carolina
ALF
5
15,161
7,144
Total
67
$
607,566
$
535,923
(1) Gross investments include previously recorded impairment losses, if any.
(2) The purchase option can be exercised through 2028, with an exit Internal Rate of Return (“IRR”) of 8.0 % . These assets are accounted for as financing receivables. For more information see Financing Receivables below.
(3) The purchase option window which expired on December 31, 2024, was extended for another year to December 31, 2025.
(4) These assets are accounted for as financing receivables. For more information see Financing Receivables below.
(5) The operator has the option to buy the properties in multiple tranches and in serial closings approved by LTC with an exit IRR of 9.0 % on any portion of the properties being purchased. These assets are accounted for as financing receivables. For more information see Financing Receivables below.
(6) The purchase option can be exercised starting in November 2027 through October 2029 if the lessee exercises its four-year extension option under the master lease.
(7) 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 9. Commitments and Contingencies .
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Properties Held -for-Sale. The following summarizes our held-for-sale properties as of March 31, 2025 and December 31, 2024 ( dollar amounts in thousands ):
Type
Number
Number
of
of
of
Gross
Accumulated
State
Property
Properties
Beds/units
Investment
Depreciation
At March 31, 2025
CA/FL/VA
SNF
(1)
7
896
$
71,742
$
( 29,284 )
At December 31, 2024
OK
ALF
(2)
1
29
$
2,016
$
( 1,346 )
(1) During the three months ended March 31, 2025, we engaged a broker to sell seven SNFs under a master lease, following the operator’s election not to exercise the renewal option available under the master lease. The master lease covers SNFs in California ( 1 ), Florida ( 2 ) and Virginia ( 4 ) and matures in January 2026. At March 31, 2025, these centers met the criteria under GAAP as held-for-sale. The operator is obligated to pay rent on the portfolio through maturity and is current on rent obligations through May 2025.
(2) This community was sold during the first quarter of 2025. Upon sale, the community was removed from a master lease covering five ALFs in Oklahoma and rent under the master lease was not reduced as a result of the sale.
Intangible Assets. We make estimates as part of our allocation of the purchase price of acquisitions to various components of acquisition based upon the fair value of each component. In determining fair value, we use current appraisals or other third-party opinions of value. The most significant components of our allocations are typically the allocation of fair value to land and buildings, and for certain of our acquisitions, in-place leases and other intangible assets. In the case of the value of in-place leases, we make the best 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 March 31, 2025 and December 31, 2024 (in thousands) :
March 31, 2025
December 31, 2024
Accumulated
Accumulated
Assets
Cost
Amortization
Net
Cost
Amortization
Net
In-place leases
$
11,047
(1)
$
( 6,969 )
(2)
$
4,078
$
11,047
(1)
$
( 6,758 )
(2)
$
4,289
Tax abatement intangible
$
8,309
(3)
$
( 1,271 )
(3)
$
7,038
$
8,309
(3)
$
( 1,097 )
(3)
$
7,212
(1) Included in the Buildings and improvements line item in our Consolidated Balance Sheets .
(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.
Improvements. During the three months ended March 31, 2025 and 2024, we invested in t he following capital improvement projects (in thousands) :
Three Months Ended March 31,
Type of Property
2025
2024
Assisted Living Communities
$
966
$
1,133
Skilled Nursing Centers
360
196
Total
$
1,326
$
1,329
12
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Properties Sold . During the three months ended March 31, 2025 and 2024 we recorded a net gain on sale of real estate of $ 171,000 and $ 3,251,000 , respectively. The following table summarizes property sales during the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):
Type
Number
Number
of
of
of
Sales
Carrying
Net
Year
State
Properties
Properties
Beds/Units
Price
Value
(Loss) Gain (1)
2025
Ohio
ALF
1
39
$
1,000
$
670
$
267
Oklahoma
ALF
1
29
670
670
( 96 )
Total
2
68
$
1,670
$
1,340
$
171
2024
Florida
ALF
1
60
4,500
4,579
( 319 )
Texas
ALF
5
208
1,600
1,282
( 356 )
Wisconsin
ALF
1
110
20,193
(2)
16,195
3,986
n/a
n/a
—
—
—
—
( 60 )
(3)
Total
7
378
$
26,293
$
22,056
$
3,251
(
(1) Calculation of net gain includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable.
(2) Represents the price to sell our portion of interest in a JV, net of the JV partner’s $ 2,305 contributions in the joint venture.
(3) We recognized additional loss due to additional incurred costs related to properties sold during 2023 .
Financing Receivables. As part of our acquisitions, we may invest in sale and leaseback transactions. In accordance with the accounting guidance, we must determine whether each sale and leaseback transaction qualifies as a sale. Generally, an option for the seller-lessee to repurchase a real estate asset precludes accounting for the transfer of the asset as a sale and the purchased assets should be presented as financing receivables.
We have entered into joint venture 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 .
13
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following tables provide information regarding our investments in financing receivables ( dollar amounts in thousands ):
Type
Number
Number
Investment
Interest
Investment
Gross
LTC
of
of
of
per
Rate
Year
Maturity
State
Investments
Investment
Properties
Properties
Beds/Units
Bed/Unit
7.25 %
(1)
2022
2032
FL
$
76,581
$
62,256
SNF
3
299
$
256.12
7.25 %
(2)
2023
2033
NC
121,419
118,503
ALF/MC
11
523
$
232.16
7.25 %
(3)
2024
2034
NC/SC
122,460
64,450
ILF/ALF/MC
13
523
$
234.15
7.25 %
(4)
2024
2034
NC
41,000
37,985
ALF
4
217
$
188.94
$
361,460
$
283,194
31
1,562
(1) A purchase option available to the seller-lessee is exercisable at the beginning of the fourth lease year (2025) through the end of the fifth lease year (2027).
(2) 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 9.0 % on any portion of the properties being purchased.
(3) During the second quarter of 2024, we funded an additional $ 5,546 under a mortgage loan receivable due from an ALG affiliate secured by 13 ALFs and MCs located in North Carolina ( 12 ) and South Carolina ( 1 ). We then entered into a newly formed $ 122,460 JV with ALG, whereby we exchanged our $ 64,450 mortgage loan receivable for a 53 % controlling interest in the JV. Concurrently, ALG contributed these properties to the joint venture for a 47 % non-controlling interest. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0 % .
(4) During the second quarter of 2024, we funded an additional $ 2,766 under a mortgage loan receivable due from an ALG affiliate secured by four ALFs located in North Carolina. We then entered into a newly formed $ 41,000 JV with ALG, whereby we exchanged $ 37,985 mortgage loan receivables for a 93 % controlling interest in the JV. Concurrently, ALG contributed these properties and a parcel of land to the joint venture for a 7 % non-controlling interest. The JV leased the properties to an ALG affiliate under a 10-year master lease, with two five-year renewal options and provided the seller-lessee with a purchase option exercisable through 2028, with an exit IRR of 8.0 % .
14
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Mortgage Loans. The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at March 31, 2025 (dollar amounts in thousands) :
Type
Percentage
Number of
Investment
Gross
of
of
SNF
ALF
per
Interest Rate
Maturity
State
Investment
Property
Investment
Loans (2)
Properties (3)
Beds
Units
Bed/Unit
8.8 %
2025
FL
$
4,000
ALF
1.2
%
1
2
—
92
$
43.48
7.8 %
2025
FL
16,706
ALF
5.3
%
1
1
—
112
$
149.16
7.3 %
2025
NC
10,750
ALF
3.4
%
1
1
—
45
$
238.89
8.8 %
2026
MI
14,672
ALF
4.6
%
1
1
—
85
$
172.61
8.8 %
2028
IL
16,500
SNF
5.2
%
1
1
150
—
$
110.00
11.1 % (4)
2043
MI
180,699
SNF
56.9
%
1
14
1,749
—
$
103.32
10.0 % (5)
2045
MI
39,700
SNF
12.5
%
1
4
480
—
$
82.71
10.3 % (5)
2045
MI
19,700
SNF
6.2
%
1
2
201
—
$
98.01
10.8 % (5)
2045
MI
14,800
SNF
4.7
%
1
1
146
—
$
101.37
Total
$
317,527
(1)
100.0
%
9
27
2,726
334
$
103.77
(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 four states with six borrowers. Additionally, 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 will initially fund the construction. Once all of the borrower’s equity has been drawn, we will begin funding the commitment. The loan term is approximately six years at a current rate of 9.0 % and an IRR of 9.5 % .
(4) Minimum interest payable is based on an annual current pay interest rate of 8.5 % on the outstanding loan balance. The difference between the contractual interest rate and the current pay interest rate of 8.5 % on the outstanding loan balance remains an obligation of the borrower and is payable through the application of security deposits held by LTC on behalf of the borrower or payable upon maturity. During the 2025 first quarter, we received full contractual cash interest of $ 4,991 , through $ 3,826 of cash receipts and application of $ 1,165 of security deposits. The loan provides for 2.25 % annual interest rate increases.
(5) Mortgage loans provide for 2.25 % annual increases in the interest rate.
The following table summarizes our mortgage loan activity for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended March 31,
2025
2024
Originations and funding under mortgage loans receivable
$
1,919
(1)
$
3,128
(2)
Application of interest reserve
—
14
Scheduled principal payments received
( 124 )
( 125 )
Mortgage loan premium amortization
( 2 )
( 2 )
Provision for loan loss reserve
( 18 )
( 31 )
Net increase in mortgage loans receivable
$
1,775
$
2,984
(1) Funding relates to 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 $ 4,828 . 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.
(2) We funded the following:
(a) $ 2,940 under our $ 19,500 mortgage loan commitment. For an explanation of the terms and other relevant information related to this mortgage loan, see (1) above; and
(b) $ 188 of additional funding under other mortgage loan receivables .
15
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
3.
Investment in Unconsolidated Joint Ventures
We have preferred equity investments in one joint venture and an acquisition, development and construction (“ADC”) loan . We determined that each of these JVs meet the accounting criteria to be considered a variable interest entity (“VIE”). We are not the primary beneficiary of the JVs as we do not have both: 1) the power to direct the activities that most significantly affect the JVs’ 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 do have significant influence over the JVs. Therefore, we have accounted for the JVs using the equity method of accounting. During the three months ended March 31, 2025, we received $ 15,962,000 , including a 13 % exit IRR of $ 2,962,000 , from the redemption of our preferred equity investment in a joint venture that owns a 267 -unit independent and assisted living community in Washington. The following table provides information regarding our unconsolidated joint venture investments at March 31, 2025 (dollar amounts in thousands):
Type
Type
Total
Contractual
Number
of
of
Preferred
Cash
of
Carrying
State
Properties
Investment
Return
Portion
Beds/ Units
Value
Texas
SNF/ALF
Senior Loan
(1)
9.2
%
9.2
%
104
$
11,262
(1)
Washington
ALF/MC
Preferred Equity
(2)
12.0
%
9.0
%
109
6,340
(2)
Total
213
$
17,602
(1) Represents a $ 12,700 mortgage loan, which is comprised of $ 11,164 funded at origination during the three months ended June 30, 2024, an interest reserve of $ 750 and a capital expenditure reserve of $ 786 . In accordance with GAAP, this mortgage loan was determined to be an ADC loan and is accounted for as an unconsolidated JV. The five-year mortgage loan is interest-only at a current rate of 9.15 % .
(2) Our investment represents 15.5 % of the total investment. The preferred equity investment earns an initial cash rate of 7 % increasing to 9 % in year four until the IRR is 8 % . After achieving an 8 % IRR, the cash rate drops to 8 % with an IRR ranging between 12 % to 14 % , depending upon timing of redemption. We have the option to require the JV partner to purchase our preferred equity interest at any time between August 17, 2031 and December 31, 2036.
The following table summarizes our capital contributions, income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the three months ended March 31, 2025 and 2024 (in thousands):
Type
of
Income
Cash Income
Non-cash
Year
Properties
Recognized
Earned
Income Accrued
2025
SNF/ALF
$
294
$
294
$
—
ALF/MC
145
145
—
ILF/ALF (1)
3,226
(1)
3,172
(1)
54
Total
$
3,665
$
3,611
$
54
2024
ALF/MC
$
112
$
112
$
—
ILF/ALF (1)
264
—
264
Total
$
376
$
112
$
264
(1) During the three months ended March 31, 2025, our preferred equity investment in a JV that owns a 267 -unit ILF and ALF in Washington was redeemed for $ 15,962 , which included a 13 % exit IRR of $ 2,962 .
16
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
4.
Notes Receivable
Notes receivable consist of mezzanine loans and working capital loans. The following table summarizes our investments in notes receivable at March 31, 2025 ( dollar amounts in thousands ):
Interest
Type of
Gross
Type of
Rate
IRR
Maturity
Loan
Investment
# of loans
Property
8.0 %
11.0
%
2027
Mezzanine
$
25,000
1
ALF
0.0 %
—
2028
Working capital
1,329
1
SNF
8.8 %
12.0
%
2028
Mezzanine
17,000
1
ALF
7.4 %
—
2030
Working capital
500
1
ALF
7.6 %
—
2030
Working capital
957
1
ALF
$
44,786
(1)
5
(1) Excludes the impact of credit loss reserve.
The following table is a summary of our notes receivable components as of March 31, 2025 and December 31, 2024 (in thousands):
At March 31, 2025
At December 31, 2024
Mezzanine loans
$
42,000
$
42,000
Working capital loans
2,786
5,717
Notes receivable credit loss reserve
( 448 )
( 477 )
Total
$
44,338
$
47,240
The following table summarizes our notes receivable activity for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended March 31,
2025
2024
Principal payments received under notes receivable
$
( 238 )
$
( 550 )
Write-off of notes receivable
( 2,693 )
(1)
—
Recovery of credit losses
29
6
Net decrease in notes receivable
$
( 2,902 )
$
( 544 )
(1) Represents the write-off of Anthem Memory Care LLC (“Anthem”) working capital note in connection with the transition of triple-net leases covering 12 properties to RIDEA.
17
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
5.
Lease Incentives
Our non-contingent lease incentive balances at March 31, 2025 and December 31, 2024 were $ 3,074,000 and $ 3,522,000 , respectively. The following table summarizes our lease incentives activity for the three months ended March 31, 2025 and 2024 (in thousands) :
Three Months Ended March 31,
2025
2024
Lease incentives funded
$
—
$
1,395
Amortization of lease incentives
( 199 )
( 233 )
Adjustment for collectability of lease incentives
( 249 )
(1)
—
Other adjustments
—
( 191 )
(2)
Net increase in non-contingent lease incentives
$
( 448 )
$
971
(1) Represents uncollectible lease incentive balances written-off due to the termination of two existing leases with the same operator, and combing them into a single master lease.
(2) Represents lease incentive balances written-off due to property sales.
Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease.
6.
Credit Loss Reserve
We apply Accounting Standards Codification 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 2. Real Estate Investments above. At March 31, 2025, we had investments in four JVs accounted for as financing receivables that owned 31 properties in three states. In addition to owning the properties through our controlling interests in the JVs, generally, these leases provide one or more of the following: security deposits, property tax impounds, repair and maintenance escrows and other credit enhancements such as corporate or personal guarantees or letters of credit.
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 March 31, 2025, we had nine mortgage loans secured by 27 properties in four states with six borrowers. In addition to a lien on the mortgaged properties, the loans are generally secured by non-real estate assets of the properties and contain certain other security provisions in the form of letters of credit and/or security deposits.
18
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Notes receivable. Our notes receivable consist of mezzanine loans and working capital notes. 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.
The following table summarizes our financial instruments within the scope of ASC 326 by year of origination ( dollar amounts in thousands ):
Year of origination (1)
At March 31, 2025
Investment Type:
2025
2024
2023
2022
2021
Prior
Total
Credit loss reserve
Financing receivables
$
—
$
163,460
$
121,419
$
76,581
$
—
$
—
$
361,460
$
3,615
Mortgage loans receivable
$
—
$
—
$
45,922
$
—
$
16,706
$
254,899
$
317,527
$
3,169
Mezzanine loans
$
—
$
—
$
17,000
$
25,000
$
—
$
—
$
42,000
$
420
Working Capital loans
—
—
—
—
1,829
957
2,786
28
Total Notes Receivable
$
—
$
—
$
17,000
$
25,000
$
1,829
$
957
$
44,786
$
448
(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
12/31/2024
Write-offs
additional funding
3/31/2025
Credit Loss Reserve- Financing Receivables
$
3,615
$
—
$
—
$
3,615
Credit Loss Reserve- Mortgage Loans Receivable
3,151
( 1 )
19
3,169
Credit Loss Reserve-Notes Receivable
477
( 29 )
—
448
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 March 31, 2025, the total balance of accrued interest receivable of $ 61,754,000 was not included in the measurement of expected credit loss. During the three months ended March 31, 2025, we wrote-off Anthem’s interest receivable of $ 371,000 in connection with the transition to RIDEA as explained in Note 2. Real Estate Investments . During the three months ended March 31, 2024, we did no t recognize any write-off related to accrued interest receivable.
19
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
7.
Debt Obligations
Unsecured Credit Facility. Through the first quarter of 2024, we had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $ 500,000,000 comprising of a $ 400,000,000 revolving credit facility (the “Revolving Line of Credit”) and two $ 50,000,000 term loans (the “Term Loans”). The Term Loans mature on November 19, 2025 and November 19, 2026. The Revolving Line of Credit had a maturity date of November 19, 2025 and provided a one-year extension option at our discretion, subject to customary conditions. During the first quarter of 2024, we entered into an amendment to the Original Credit Agreement (the “Credit Agreement”) to accelerate our one-year extension option notice to January 4, 2024. Concurrently, we exercised our option to extend the maturity date to November 19, 2026. Other material terms of the Original Credit Agreement remained unchanged. The Credit Agreement permitted us to request increases to the Revolving Line of Credit and Term Loans commitments up to a total of $ 1,000,000,000 (the “Accordion”). As permitted under the terms of the Credit Agreement, we exercised $ 25,000,000 of the available $ 500,000,000 Accordion feature of the Revolving Line of Credit during the third quarter of 2024. Accordingly, the aggregate commitment of the lenders under the Credit Agreement increased to $ 525,000,000 , with $ 475,000,000 remaining available under the Accordion. The exercise of the Accordion did not materially change any other term or condition of the Credit Agreement, including its maturity date or covenant requirements.
Based on our leverage at March 31, 2025, the facility provides for interest annually at Adjusted SOFR plus 110 basis points and a facility fee of 15 basis points and the Term Loans provide for interest annually at Adjusted SOFR plus 125 basis points.
Interest Rate Swap Agreements. In connection with entering into the Term Loans 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 will effectively lock-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 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 three months ended March 31, 2025 and 2024 we recorded a decrease of $ 910,000 and an increase of $ 378,000 in fair value of Interest Rate Swaps, respectively.
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
Date Entered
Maturity Date
Swap Rate
Rate Index
Amount
March 31, 2025
December 31, 2024
November 2021
November 19, 2025
2.52
%
1-month SOFR
$
50,000
$
931
$
1,305
November 2021
November 19, 2026
2.66
%
1-month SOFR
50,000
1,974
2,510
$
100,000
$
2,905
$
3,815
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.
20
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The senior unsecured notes and the Credit Agreement, including the Revolving Line of Credit and the Term Loans, 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 March 31, 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 following table sets forth information regarding debt obligations by component as of March 31, 2025 and December 31, 2024 ( dollar amounts in thousands):
At March 31, 2025
At December 31, 2024
Applicable
Available
Available
Interest
Outstanding
for
Outstanding
for
Debt Obligations
Rate (1)
Balance
Borrowing
Balance
Borrowing
Revolving line of credit (2)
5.50 %
$
148,850
$
276,150
$
144,350
$
280,650
Term loans, net of debt issue costs
2.59 %
99,846
—
99,808
—
Senior unsecured notes, net of debt issue costs
4.15 %
433,483
—
440,442
—
Total
4.21 %
$
682,179
$
276,150
$
684,600
$
280,650
(1) Represents weighted average of interest rate as of March 31, 2025.
(2) Subsequent to March 31, 2025, we repaid $ 18,900 under our unsecured revolving line of credit. Accordingly, we have $ 129,950 outstanding and $ 295,050 available for borrowing under our unsecured revolving line of credit.
During the three months ended March 31, 2025 and 2024, our debt borrowings and repayments were as follows ( in thousands ):
Three Months Ended March 31,
2025
2024
Debt Obligations
Borrowings
Repayments
Borrowings
Repayments
Revolving line of credit
$
15,000
(1)
$
( 10,500 )
$
10,300
$
( 35,500 )
Senior unsecured notes
—
( 7,000 )
—
( 6,000 )
Total
$
15,000
$
( 17,500 )
$
10,300
$
( 41,500 )
(1) Subsequent to March 31, 2025, we repaid $ 18,900 under our unsecured revolving line of credit. Accordingly, we have $ 129,950 outstanding and $ 295,050 available for borrowing under our unsecured revolving line of credit.
8.
Equity
Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
As of March 31, 2025, we have the following consolidated VIEs (in thousands):
Gross
Investment
Property
Consolidated
Non-Controlling
Year
Purpose
Type
State
Assets
Interests
2024
Own real estate
ILF/ALF/MC
NC/SC
$
122,460
$
58,010
2024
Own real estate
ALF/MC
NC
41,000
3,015
2023
Own real estate
ILF/ALF/MC
OH
54,812
9,134
2023
Own real estate
ALF/MC
NC
121,419
2,916
2022
Own real estate
SNF
FL
76,582
14,325
Total
$
416,273
$
87,400
(1) Includes the total real estate investments and excludes intangible assets.
In 2018, we entered into a JV to develop, purchase and own seniors housing properties. The JV purchased land located in Oregon for the development of a 97 -unit assisted living and memory care. Additionally, in a sale-leaseback transaction, the JV purchased an existing operational 89 -unit independent living community adjacent to the 97 -unit assisted living and memory care community. During the three months ended March 31, 2025, we acquired our JV partner’s non-controlling interest for $ 1,150,000 resulting in us controlling full ownership of these communities. As a result, these VIEs are not listed in the table above.
Common Stock. Through part of the fourth quarter of 2024, we had separate equity distribution agreements (collectively, the “Original Equity Distribution Agreements”) to offer and sell, from time to time, up to $ 200,000,000 in aggregate offering price of shares of our common stock. During the fourth quarter of 2024, we terminated our Original Equity Distribution Agreements and entered into a new equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $ 400,000,000 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 three months ended March 31, 2024, we sold 139,100 shares of common stock for $ 4,453,000 in net proceeds under our Original Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $ 116,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.
During the three months ended March 31, 2025, we sold 238,100 shares of common stock for $ 8,485,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $ 74,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2025, we had $ 381,745,000 available under the Equity Distribution Agreement. Subsequent to March 31, 2025, we sold 30,400 shares of common stock for $ 1,072,000 in net proceeds under our Equity Distribution Agreement. Accordingly, subsequent to March 31, 2025, we had $ 380,659,000 available under the Equity Distribution Agreement.
During the three months ended March 31, 2025 and 2024, we acquired 138,010 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Distributions. We declared and paid the following cash dividends (in thousands) :
Three Months Ended March 31,
2025
2024
Declared
Paid
Declared
Paid
Common Stock (1)
$
27,259
(2)
$
27,259
(2)
$
24,616
$
24,616
(1) Represents $ 0.19 per share per month for the three months ended March 31, 2025 and 2024.
(2) Includes $ 1,236 of distribution related to vesting of the performance-based stock units.
In April 2025, we declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of April, May and June 2025, payable on April 30, May 30, and June 30, 2025, respectively, to stockholders of record on April 22, May 22, and June 20, 2024, respectively.
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, 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 three months ended March 31, 2025 and 2024, no stock options were granted or exercised. During the three months ended March 31, 2024, 5,000 stock options expired and were cancelled. At March 31, 2025, we had no stock options outstanding and exercisable .
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following table summarizes our restricted stock activity for the three months ended March 31, 2025 and 2024 :
Three Months Ended March 31,
Shares
Weighted Average Price
2025
2024
2025
2024
Outstanding, January 1
301,209
258,620
$
33.18
$
36.43
Granted
113,790
159,536
$
34.88
$
30.72
Vested
( 136,292 )
( 114,782 )
$
34.18
$
30.94
Cancelled
—
—
n/a
n/a
Outstanding, March 31
278,707
(1)
303,374
$
33.63
$
33.05
(1) Subsequent to March 31, 2025, 13,362 shares of restricted stock vested in connection with an employee retirement. Additionally, subsequent to March 31, 2025, 5,626 shares of restricted stock were granted and will vest in three years .
During the three months ended March 31, 2025, 163,221 units of performance-based stock units vested. No performance-based stock units vested during the three months ended March 31, 2024. Subsequent to March 31, 2025, 19,694 performance-based stock units vested in connection with an employee retirement.
During the three months ended March 31, 2025 and 2024, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:
No. of
Price per
Year
Shares/Units
Share
Reward Type
Vesting Period
2025
113,790
$
34.88
Restricted stock
ratably over 3 years
52,666
$
34.88
Performance-based stock units
TSR targets (1)
48,535
$
34.88
Performance-based stock units
TSR targets (2)
214,991
(3)
2024
159,536
$
30.72
Restricted stock
ratably over 3 years
69,610
$
31.84
Performance-based stock units
TSR targets (1)
62,914
$
31.84
Performance-based stock units
TSR targets (2)
292,060
(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) Subsequent to March 31, 2025, 5,626 shares of restricted stock were granted and will vest in three years .
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2025 and 2024 were $ 2,253,000 and $ 2,202,000 , respectively. Subsequent to March 31, 2025, we recognized $ 700,000 of compensation expense in connection with the accelerated vesting of restricted common stock and performance-based stock units in connection with an employee retirement. Additionally, subsequent to March 31, 2025, we granted 5,626 shares of restricted stock, which vests in three years . Accordingly, the remaining compensation expense, excluding the compensation expense related to the accelerated vesting, to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):
Remaining
Compensation
Vesting Date
Expense
April-December 2025
$
6,055
2026
5,658
2027
2,899
2028
322
Total
$
14,934
9.
Commitments and Contingencies
At March 31, 2025, we had commitments as follows (in thousands):
Total
Investment
2025
Commitment
Remaining
Commitment
Funding
Funded
Commitment
Real estate properties (N ote 2. Real Estate Investments )
$
11,445
(1)
$
1,234
$
7,536
$
3,909
Accrued incentives and earn-out liabilities (Note 5. Lease Incentives)
8,500
(2)
—
—
8,500
Mortgage loans (N ote 2. Real Estate Investments )
63,620
(3)
1,919
16,672
46,948
Joint venture investments ( Note 3. Investments in Unconsolidated Joint Ventures )
1,438
(4)
—
—
1,438
Notes receivable (N ote 4. Notes Receivable )
560
(5)
—
—
560
Total
$
85,563
$
3,153
$
24,208
$
61,355
(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) Includes an earn-out payment of up to $ 3,000 to an operator under a master lease on four SNFs in Texas which were acquired during 2022. The master lease allows either an earn-out payment up to $ 3,000 or a purchase option. The earn-out payment is available, contingent on achieving certain thresholds per the lease, beginning in April 2024 through March 2027. If neither option is elected within the timeframe defined in the lease, both elections are terminated. For more information regarding the purchase option see Note 2. Real Estate Investments .
(3) Represents $ 45,620 related to construction loans and $ 18,000 of commitments which are contingent upon the borrower achieving certain coverage ratios.
(4) Represents expenditure reserve of $ 1,438 related to a mortgage loan secured by a SNF and ALF in Texas. The loan is accounted for as an unconsolidated JV in accordance with GAAP. For more information regarding this loan see Note 3. Investment in Unconsolidated Joint Ventures .
(5) Represents working capital loan commitments.
Additionally, some of our lease agreements provide purchase options allowing the lessee to purchase the properties they currently lease from us. See Note 2. Real Estate Investments for a table summarizing 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
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
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.
10.
Major Operators
We have two operators that represent 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of March 31, 2025:
Number of
Number of
Percentage of
SNF
ALF
Total
Total
Operator
SNF
ALF
Beds
Units
Revenues (1)
Assets (2)
Prestige Healthcare (3)
23
—
2,694
93
16.5
%
14.7
%
ALG Senior Living (4)
—
29
—
1,308
11.8
%
16.5
%
Total
23
29
2,694
1,401
28.3
%
31.2
%
(1) Includes total revenues for the three months ended March 31, 2025.
(2) Represents the net carrying value of the mortgage loans and properties we own divided by the Total assets on the Consolidated Balance Sheets.
(3) The majority of the revenue derived from this operator relates to interest income from mortgage loans.
(4) The majority of the revenue derived from this operator relates to interest income from financing receivables.
Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, ALG Senior Living or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
11.
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 March 31,
2025
2024
Net income
$
22,221
$
24,689
Less income allocated to non-controlling interests
( 1,541 )
( 459 )
Less non-forfeitable dividends on participating securities
( 163 )
( 165 )
Net income available to common stockholders
20,517
24,065
Effect of dilutive securities:
Participating securities (1)
—
—
Net income for diluted net income per share
$
20,517
$
24,065
Shares for basic net income per share
45,333
42,891
Effect of dilutive securities:
Performance-based stock units
350
141
Participating securities (1)
—
—
Total effect of dilutive securities
350
141
Shares for diluted net income per share
45,683
43,032
Basic net income per share
$
0.45
$
0.56
Diluted net income per share
$
0.45
$
0.56
(1) For the three months ended March 31, 2025 and 2024, the participating securities were excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.
12.
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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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
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. The carrying value and estimated fair value of our financial instruments as of March 31, 2025 and December 31, 2024 were as follows ( in thousands ):
At March 31, 2025
At December 31, 2024
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Financing receivables, net of credit loss reserve
$
357,845
$
363,584
(1)
$
357,867
$
363,228
(1)
Mortgage loans receivable, net of credit loss reserve
314,358
403,956
(2)
312,583
386,871
(2)
Notes receivable, net of credit loss reserve
44,338
51,022
(3)
47,240
53,549
(3)
Revolving line of credit
148,850
148,850
(4)
144,350
144,350
(4)
Term loans, net of debt issue costs
99,846
100,000
(4)
99,808
100,000
(4)
Senior unsecured notes, net of debt issue costs
433,483
397,318
(5)
440,442
402,394
(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 March 31, 2025 and December 31, 2024 was 7.7 % .
(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 at March 31, 2025 and December 31, 2024 was 8.9 % and 10.0 % , respectively.
(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 March 31, 2025 and December 31, 2024 was 8.0 % and 7.6 % , respectively.
(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 March 31, 2025 and December 31, 2024 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 March 31, 2025 and December 31, 2024, the discount rate used to value our future cash outflow of our senior unsecured notes was 6.25 % for those maturing before year 2030 and 6.5 % for those maturing at or beyond year 2030.
13.
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 years ended March 31, 2025 and 2024, the CODM has been collectively identified as our Executive Chairman and Co-Presidents, who share the responsibility for allocating resources and assessing segment performance.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Our CODM evaluates the performance of our investments based on Net income attributable to LTC Properties, Inc . During the three months ended March 31, 2025 and 2024, we operated under one reportable segment. For more information see Segment Information within Note 2. Real Estate Investments above. The table below provides certain information on our segment information (unaudited, dollar amounts in thousands):
Three Months Ended March 31,
2025
2024
Revenues:
Rental income
$
31,444
$
33,549
Interest income from financing receivables
7,002
3,830
Interest income from mortgage loans
9,179
12,448
Interest and other income
1,406
1,539
Total revenues
49,031
51,366
Expenses:
Interest expense
7,913
11,045
Depreciation and amortization
9,162
9,095
Provision for credit losses
3,052
24
Transaction costs
441
266
Property tax expense
3,107
3,383
General and administrative expenses
6,971
6,491
Total expenses
30,646
30,304
Other operating income:
Gain on sale of real estate, net
171
3,251
Operating income
18,556
24,313
Income from unconsolidated joint ventures
3,665
376
Net income
22,221
24,689
Income allocated to non-controlling interests
( 1,541 )
( 459 )
Net income attributable to LTC Properties, Inc.
$
20,680
$
24,230
14.
Subsequent Events
Subsequent to March 31, 2025, the following events occurred:
Real Estate. We transitioned a triple-net portfolio of 12 memory care communities operated by Anthem to our new RIDEA structure.
Debt. We repaid $ 18,900,000 under our unsecured revolving line of credit. Accordingly, we have $ 129,950,000 outstanding and $ 295,050,000 available for borrowing under our unsecured revolving line of credit.
Equity: We sold 30,400 shares of common stock for $ 1,072,000 in net proceeds under our Equity Distribution Agreements. Accordingly, we have $ 380,659,000 available under our Equity Distribution Agreements.
We declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of April, May and June 2025 , payable on April 30 , May 30 , and June 30, 2025 , respectively to stockholders of record on April 22 , May 22 , and June 20, 2024 , respectively.
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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.