Item 1. Financial Statements
Item 1. Financial Statements
LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEET S
(amounts in thousands, except per share)
June 30, 2025
December 31, 2024
(unaudited)
(audited)
ASSETS
Investments:
Land
$
109,881
$
118,209
Buildings and improvements
1,148,060
1,212,853
Accumulated depreciation and amortization
( 392,516 )
( 405,884 )
Operating real estate property, net
865,425
925,178
Properties held-for-sale, net of accumulated depreciation: 2025—$ 29,284 ; 2024—$ 1,346
42,458
670
Real property investments, net
907,883
925,848
Financing receivables, net of credit loss reserve: 2025—$ 3,614 ; 2024—$ 3,615
357,824
357,867
Mortgage loans receivable, net of credit loss reserve: 2025—$ 3,562 ; 2024—$ 3,151
353,253
312,583
Real estate investments, net
1,618,960
1,596,298
Notes receivable, net of credit loss reserve: 2025—$ 441 ; 2024—$ 477
43,694
47,240
Investments in unconsolidated joint ventures
17,793
30,602
Investments, net
1,680,447
1,674,140
Other assets:
Cash and cash equivalents
7,609
9,414
Debt issue costs related to revolving line of credit
809
1,410
Interest receivable
64,454
60,258
Straight-line rent receivable
20,187
21,505
Lease incentives
2,893
3,522
Prepaid expenses and other assets
18,958
15,893
Total assets
$
1,795,357
$
1,786,142
LIABILITIES
Revolving line of credit
$
168,550
$
144,350
Term loans, net of debt issue costs: 2025—$ 117 ; 2024—$ 192
99,883
99,808
Senior unsecured notes, net of debt issue costs: 2025—$ 976 ; 2024—$ 1,058
428,024
440,442
Accrued interest
2,882
3,094
Accrued expenses and other liabilities
51,111
45,443
Total liabilities
750,450
733,137
EQUITY
Stockholders’ equity:
Common stock: $ 0.01 par value; 110,000 shares authorized; shares issued and outstanding: 2025— 46,065 ; 2024 — 45,511
461
455
Capital in excess of par value
1,099,049
1,082,764
Cumulative net income
1,761,207
1,725,435
Accumulated other comprehensive income
2,188
3,815
Cumulative distributions
( 1,905,398 )
( 1,851,842 )
Total LTC Properties, Inc. stockholders’ equity
957,507
960,627
Non-controlling interests
87,400
92,378
Total equity
1,044,907
1,053,005
Total liabilities and equity
$
1,795,357
$
1,786,142
See accompanying notes.
3
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOM E
(amounts in thousands, except per share, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues:
Rental income
$
30,177
$
31,657
$
61,621
$
65,206
Resident fees and services
11,950
—
11,950
—
Interest income from financing receivables
7,084
3,830
14,086
7,660
Interest income from mortgage loans
9,680
12,661
18,859
25,109
Interest and other income
1,349
1,968
2,755
3,507
Total revenues
60,240
50,116
109,271
101,482
Expenses:
Interest expense
8,014
10,903
15,927
21,948
Depreciation and amortization
8,776
9,024
17,938
18,119
Seniors housing operating expenses
9,419
—
9,419
—
Provision for credit losses
387
703
3,439
727
Transaction costs
6,706
380
7,147
646
Property tax expense
2,795
3,247
5,902
6,630
General and administrative expenses
8,447
6,760
15,418
13,251
Total expenses
44,544
31,017
75,190
61,321
Income before unconsolidated joint ventures, real estate dispositions and other items
15,696
19,099
34,081
40,161
Gain (loss) on sale of real estate, net
332
( 32 )
503
3,219
Income from unconsolidated joint ventures
439
671
4,104
1,047
Income tax benefit
81
—
81
—
Net income
16,548
19,738
38,769
44,427
Income allocated to non-controlling interests
( 1,456 )
( 377 )
( 2,997 )
( 836 )
Net income attributable to LTC Properties, Inc.
15,092
19,361
35,772
43,591
Income allocated to participating securities
( 154 )
( 173 )
( 317 )
( 338 )
Net income available to common stockholders
$
14,938
$
19,188
$
35,455
$
43,253
Earnings per common share:
Basic
$
0.33
$
0.44
$
0.78
$
1.01
Diluted
$
0.32
$
0.44
$
0.77
$
1.00
Weighted average shares used to calculate earnings per common share:
Basic
45,714
43,171
45,524
43,030
Diluted
46,028
43,463
45,838
43,322
Dividends declared and paid per common share
$
0.57
$
0.57
$
1.14
$
1.14
See accompanying notes.
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net income
$
16,548
$
19,738
$
38,769
$
44,427
Unrealized gain (loss) on cash flow hedges before reclassification
79
532
( 59 )
1,945
Gains reclassified from accumulated other comprehensive income to interest expense
( 796 )
( 1,055 )
( 1,568 )
( 2,090 )
Comprehensive income
15,831
19,215
37,142
44,282
Less: Comprehensive income allocated to non-controlling interests
( 1,456 )
( 377 )
( 2,997 )
( 836 )
Comprehensive income attributable to LTC Properties, Inc.
$
14,375
$
18,838
$
34,145
$
43,446
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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
Issuance of common stock
204
2
6,519
—
—
—
6,521
—
6,521
Issuance of restricted stock
16
—
—
—
—
—
—
—
—
Common Stock cash distributions ($ 0.57 per share)
—
—
—
—
—
( 24,787 )
( 24,787 )
—
( 24,787 )
Stock-based compensation expense
—
—
2,320
—
—
—
2,320
—
2,320
Net income
—
—
—
19,361
—
—
19,361
377
19,738
Fair market valuation adjustment for interest rate swap
—
—
—
—
( 523 )
—
( 523 )
—
( 523 )
Cash paid for taxes in lieu of common shares
—
—
—
—
—
—
—
—
—
Non-controlling interest contributions
—
—
—
—
—
—
—
61,025
61,025
Non-controlling interest distributions
—
—
—
—
—
—
—
( 377 )
( 377 )
Other
—
—
( 2 )
—
—
—
( 2 )
—
( 2 )
Balance—June 30, 2024
43,491
$
435
$
1,005,468
$
1,677,986
$
5,965
$
( 1,800,715 )
$
889,139
$
93,618
$
982,757
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
Issuance of common stock
149
2
5,167
—
—
—
5,169
—
5,169
Issuance of restricted stock
21
—
—
—
—
—
—
—
—
Common Stock cash distributions ($ 0.57 per share)
—
—
—
—
—
( 26,297 )
( 26,297 )
—
( 26,297 )
Stock-based compensation expense
—
—
2,795
—
—
—
2,795
—
2,795
Net income
—
—
—
15,092
—
—
15,092
1,456
16,548
Vesting of performance-based stock units
20
—
—
—
—
—
—
—
—
Fair market valuation adjustment for interest rate swap
—
—
—
—
( 717 )
—
( 717 )
—
( 717 )
Cash paid for taxes in lieu of common shares
( 13 )
—
( 437 )
—
—
—
( 437 )
—
( 437 )
Non-controlling interest distributions
—
—
—
—
—
—
—
( 1,456 )
( 1,456 )
Balance—June 30, 2025
46,065
$
461
$
1,099,049
$
1,761,207
$
2,188
$
( 1,905,398 )
$
957,507
$
87,400
$
1,044,907
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LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW S
(amounts in thousands, unaudited)
Six Months Ended June 30,
2025
2024
OPERATING ACTIVITIES:
Net income
$
38,769
$
44,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
17,938
18,119
Stock-based compensation expense
5,048
4,522
Gain on sale of real estate, net
( 503 )
( 3,219 )
Income tax benefit
( 81 )
—
Income from unconsolidated joint ventures
( 4,104 )
( 1,047 )
Income distributions from unconsolidated joint ventures
4,138
421
Straight-line rental adjustment
1,075
598
Adjustment for collectability of straight-line rental income
243
321
Adjustment for collectability of lease incentives
249
—
Amortization of lease incentives
380
438
Provision for credit losses
3,439
727
Application of interest reserve
—
( 233 )
Amortization of debt issue costs
780
535
Other non-cash items, net
46
48
Change in operating assets and liabilities
Lease incentives funded
—
( 1,594 )
Increase in interest receivable
( 7,107 )
( 4,135 )
(Decrease) increase in accrued interest payable
( 212 )
1,132
Net change in other assets and liabilities
( 500 )
( 3,034 )
Net cash provided by operating activities
59,598
58,026
INVESTING ACTIVITIES:
Investment in real estate properties
—
( 319 )
Investment in real estate capital improvements
( 2,495 )
( 3,635 )
Proceeds from sale of real estate, net
3,186
25,664
Investment in real estate mortgage loans receivable
( 41,535 )
( 16,054 )
Principal payments received on mortgage loans receivable
451
2,393
Investments in unconsolidated joint ventures
( 192 )
( 11,164 )
Proceeds from liquidation of investments in unconsolidated joint ventures
13,000
—
Advances and originations under notes receivable
—
( 188 )
Principal payments received on notes receivable
888
2,294
Net cash used in investing activities
( 26,697 )
( 1,009 )
FINANCING ACTIVITIES:
Borrowings from revolving line of credit
53,600
19,200
Repayment of revolving line of credit
( 29,400 )
( 39,700 )
Principal payments on senior unsecured notes
( 12,500 )
( 10,000 )
Proceeds from common stock issued
13,785
10,974
Payments of common share issuance costs
( 205 )
( 116 )
Distributions paid to stockholders
( 53,556 )
( 49,403 )
Acquisition of and distributions paid to non-controlling interests
( 1,188 )
( 109 )
Financing costs paid
( 22 )
( 411 )
Cash paid for taxes in lieu of shares upon vesting of restricted stock
( 5,209 )
( 1,533 )
Other
( 11 )
( 31 )
Net cash used in financing activities
( 34,706 )
( 71,129 )
Decrease in cash and cash equivalents
( 1,805 )
( 14,112 )
Cash and cash equivalents, beginning of period
9,414
20,286
Cash and cash equivalents, end of period
$
7,609
$
6,174
Supplemental disclosure of cash flow information:
Interest paid
$
15,359
$
20,281
Non-cash investing and financing transactions:
Contribution from non-controlling interest
$
—
$
61,025
Investment in financing receivables
$
—
$
( 163,460 )
Exchange of mortgage loans for controlling interests in joint ventures accounted for as financing receivables
$
—
$
102,435
Accretion of interest reserve recorded as mortgage loan receivable
$
—
$
233
Write-off of notes receivable
$
( 2,693 )
$
—
Decrease in fair value of interest rate swap agreements
$
( 1,627 )
$
( 145 )
Distributions paid to non-controlling interests
$
( 3,904 )
$
( 817 )
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. 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.
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.
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. To meet these objectives, we attempt to invest in properties that provide an opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment.
8
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
2.
Basic of Presentation and Accounting Policies
Basic of Presentation
We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results for a full year.
Segments
As explained above, we began utilizing the RIDEA structure in the second quarter of 2025, and established a seniors housing operating portfolio (“SHOP”) segment. Accordingly, effective in the second quarter of 2025, we conduct and manage our business as two operating segments, for reporting and decision-making purposes: real estate investments and SHOP. See Note 16 to our consolidated financial statements for more information.
Our real estate investments segment consists of owned properties that are leased pursuant to non-cancelable triple-net operating (“NNN” or “Triple-Net”) leases, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures.
During the second quarter of 2025, we terminated our Anthem Memory Care, LLC (“Anthem”) and New Perspective Senior Living, LLC. (“New Perspective”) Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment. Accordingly, as of June 30, 2025, our SHOP segment is comprised of the operations of 12 memory care and one independent and assisted living communities that are managed on behalf of LTC by two independent operators pursuant to the terms of separate management agreements.
Revenue Recognition-SHOP
Resident fees and services represent all amounts earned from residents within our SHOP segment, as outlined in individual resident agreements. Fees are billed monthly based on contracted rates in the resident agreements, or where applicable, reimbursement rates established by Medicaid and Medicare. Resident fees and services revenue is derived from amounts paid by residents and/or third-party payors. Resident agreements typically vary in duration. Revenue is primarily service-based and is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) when performance obligations are satisfied.
9
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
3.
Real Estate Investments
Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”).
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 property investments include 108 properties leased to 20 different operators under Triple-Net leases, and 13 properties operated on our behalf by two independent operators pursuant to separate management agreements. The following tables summarize our investments in owned properties at June 30, 2025 (dollar amounts in thousands) :
Average
Percentage
Number
Number of
Investment
Gross
of
of
SNF
SH
per
Type of Property
Investment
Investment
Properties (1)
Beds
Units
Bed/Unit
Seniors Housing-NNN
$
544,031
40.9
%
57
—
3,404
$
159.82
Seniors Housing-SHOP
174,847
13.2
%
13
—
832
$
210.15
Seniors Housing
718,878
54.1
%
70
—
4,236
$
169.71
Skilled Nursing
598,800
45.0
%
50
6,113
236
$
94.31
Other (2)
12,005
0.9
%
1
118
—
$
—
Total
$
1,329,683
100.0
%
121
6,231
4,472
(1) We own properties in 23 states.
(2) Includes three parcels of land held-for-use, and one behavioral health care hospital.
NNN
SHOP
Total
Percentage
Number
Percentage
Number
Percentage
Number
Gross
of
of
Gross
of
of
Gross
of
of
Type of Property
Investment
Investment
Properties
Investment
Investment
Properties
Investment
Investment
Properties
Seniors Housing
$
544,031
40.9
%
57
$
174,847
13.2
%
13
$
718,878
54.1
%
70
Skilled Nursing
598,800
45.0
%
50
—
—
%
—
598,800
45.0
%
50
Other
12,005
0.9
%
1
—
—
%
—
12,005
0.9
%
1
Total
$
1,154,836
86.8
%
108
$
174,847
13.2
%
13
$
1,329,683
100.0
%
121
10
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
During the six months ended June 30, 2025 and 2024, we invested in the following capital improvement projects in our owned properties ( dollar amounts in thousands ):
Six Months Ended June 30,
Type of Property
2025
2024
NNN
SHOP
NNN
SHOP
Seniors Housing Communities
$
1,668
$
91
$
2,787
$
—
Skilled Nursing Centers
736
—
848
—
Total
$
2,404
$
91
$
3,635
$
—
Owned Properties- Triple-Net
Our Triple-Net leases require the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. 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. Many of our existing leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid.
The following table outlines information related to our Triple-Net lease extensions during the six months ended June 30, 2025:
Number
Number
Gross
of
of
Original
Extended
Type of Property
Investment
Properties
Beds/Units
State
Maturity
Maturity
SH
$
68,353
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
13,054
2
211
SC
February 28, 2026
February 28, 2031
SNF
5,275
2
141
TN
December 31, 2025
(2)
December 31, 2026
$
198,086
21
1,842
(1) Subsequent to June 30, 2025, Genesis Healthcare, Inc. (“Genesis”) filed for Chapter 11 bankruptcy. Genesis has paid their contractual rent through August 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.
11
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Additionally, during the six months ended June 30, 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.
Also, during the six months ended June 30, 2025, we terminated our Anthem Triple-Net master leases and converted the communities covered under the master leases into our SHOP segment. In conjunction with the conversion, we wrote-off Anthem’s working capital note of $ 2,693,000 and the related interest receivable of $ 371,000 during the six months ended June 30, 2025. 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 $ 5,971,000 lease termination fee. For more information regarding these communities, see Owned Properties-SHOP below.
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 six months ended June 30, 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 six months ended June 30, 2024, we wrote-off a straight-line rent receivable balance of $ 321,000 as a result of converting a lease to fair-market rent resets and a lease incentive balance of $ 190,000 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 June 30, 2025. We are closely monitoring the collectability of such rents and will adjust future estimations as appropriate as further information becomes known.
12
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following table summarizes components of our rental income for the three and six months ended June 30, 2025 and 2024 (in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
Rental Income
2025
2024
2025
2024
Contractual cash rental income
$
28,079
(1)
$
28,976
(1)
$
57,702
(2)
$
59,927
(2)
Variable cash rental income (3)
2,777
3,255
5,866
6,636
Straight-line rent adjustment
( 497 )
( 48 )
( 1,075 )
(4)
( 598 )
(4)
Adjustment of lease incentives and rental income
—
( 321 )
( 492 )
(5)
( 321 )
(6)
Amortization of lease incentives
( 182 )
( 205 )
( 380 )
( 438 )
Total
$
30,177
$
31,657
$
61,621
$
65,206
(1) Decreased primarily due to the conversion of 13 communities from Triple-Net to our new SHOP segment, partially offset by rent increases from fair-market rent resets.
(2) Decreased primarily due to turnaround impact of one-time revenue received in 2024 related to the repayment of $ 2,377 in rent credit, lower rent from property sales, and (1) above, partially offset by higher rent from escalations.
(3) The variable rental income includes reimbursement of real estate taxes by our lessees. Decrease primarily due to conversion of 13 communities from Triple-Net to our new SHOP segment and property sales.
(4) Straight-line rental income decreased primarily due to scheduled annual escalations.
(5) In connection with the termination of two existing leases with the same operator, and combining them into a single master lease, we wrote-off a straight-line rent receivable of $ 243 and a lease incentive balance of $ 249 .
(6) Represents a lease incentive balance write-off as a result of converting a lease to fair-market rent resets.
13
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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
SH
4
$
41,000
$
41,000
2024-2028
(2)
North Carolina/ South Carolina
SH
13
122,460
122,460
2025
(3)
Tennessee
SNF
2
5,275
2,051
2025-2027
(4)
Florida
SNF
3
76,560
76,560
2025-2029
(5)
North Carolina
SH
11
121,419
121,419
2026
South Carolina
SH
1
11,680
7,657
2027
Georgia/South Carolina
SH
2
32,361
24,484
2027-2029
(6)
Oklahoma
SH
4
9,052
3,134
2027-2029
(7)
Texas
SNF
4
52,726
48,276
2029
Colorado/Kansas/Ohio/Texas
SH
17
65,403
29,784
2029
North Carolina
ALF
5
15,239
7,096
Total
66
$
553,175
$
483,921
(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 12. Commitments and Contingencies .
Properties Held -for-Sale. The following summarizes our held-for-sale properties as of June 30, 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 June 30, 2025
CA/FL/VA
SNF
(1)
7
896
$
71,742
$
( 29,284 )
At December 31, 2024
OK
SH
(2)
1
29
$
2,016
$
( 1,346 )
(1) During 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 June 30, 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 July 2025.
(2) This community was sold during the first quarter of 2025. Upon sale, the community was removed from a master lease covering five SHs in Oklahoma and rent under the master lease was not reduced as a result of the sale.
14
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Acquisitions. The following table summarizes our acquisitions for the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
Cash
Number
Number
Paid at
Transaction
Assets
of
of
Year
Type of Property
Acquisition
Costs
Acquired
Properties
Beds/Units
2025
n/a
$
—
$
—
$
—
n/a
n/a
2024
OTH (1)
300
19
319
—
—
(1) During the six months ended June 30, 2024, we acquired a parcel of land in Kansas adjacent to an existing community operated by Brookdale. Rent was increased by 8.0 % of our total cost of the investment.
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 June 30, 2025 and December 31, 2024 (in thousands) :
June 30, 2025
December 31, 2024
Accumulated
Accumulated
Assets
Cost
Amortization
Net
Cost
Amortization
Net
In-place leases
$
11,047
(1)
$
( 7,169 )
(2)
$
3,878
$
11,047
(1)
$
( 6,758 )
(2)
$
4,289
Tax abatement intangible
$
8,309
(3)
$
( 1,443 )
(3)
$
6,866
$
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.
15
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Properties Sold . During the six months ended June 30, 2025 and 2024 we recorded a net gain on sale of real estate of $ 503,000 and $ 3,219,000 , respectively. The following table summarizes property sales during the six months ended June 30, 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
SH
1
39
$
1,000
$
670
$
259
Ohio (2)
n/a
—
—
1,800
1,342
340
Oklahoma
SH
1
29
670
670
( 96 )
Total
2
68
$
3,470
$
2,682
$
503
2024
Florida
SH
1
60
$
4,500
$
4,579
$
( 335 )
Texas
SH
5
208
1,600
1,282
( 380 )
Texas
SH
2
—
500
389
8
Wisconsin
SH
1
110
20,193
(3)
16,195
(3)
3,986
n/a
n/a
—
—
—
—
( 60 )
(4)
Total
9
378
$
26,793
$
22,445
$
3,219
(
(1) Calculation of net 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) 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.
(4) We recognized additional loss due to additional incurred costs related to properties sold during 2023.
Owned Properties-SHOP
As discussed above, during the second quarter of 2025, we terminated our Anthem and New Perspective Triple-Net master leases and converted the communities covered under the master leases into our new SHOP segment. At June 30, 2025, our SHOP included operations of 13 communities managed on our behalf by two independent operators pursuant to separate management agreements. The following table provides information regarding our SHOP (dollar amounts in thousands):
Seniors
Average
Resident
Housing
Investment
Number
Number
Gross
Fees and
Operating
per
of
of
Type of Property
Investment
Services (1)
Expenses
Unit
Properties
Beds/Units
State
SH
$
152,462
$
11,755
(2)
$
9,302
(2)
$
208.28
12
732
CA, CO, KS, IL, OH
SH
22,385
195
(2)
117
(2)
$
223.85
1
100
WI
Total
$
174,847
$
11,950
$
9,419
$
210.15
13
832
(1) Resident fees and services include all amounts earned from residents, based on individual resident agreements, at our SHOP communities. The individual resident agreements typically vary in duration. Resident fees and services are primarily service-based and are recognized in accordance with ASC 606 once performance obligations are satisfied.
(2) These communities were converted from NNN to SHOP during the second quarter of 2025. Accordingly, revenues and expenses do not reflect a full quarter of operations.
Subsequent to June 30, 2025, we acquired a 67 -unit assisted living and memory care community in California within our SHOP segment for $ 35,200,000 . In connection with the acquisition, we entered into a management agreement with an operator new to us.
16
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
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 .
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
$
76,559
$
62,234
SNF
3
299
$
256.05
7.25 %
(2)
2023
2033
NC
121,419
118,503
SH
11
523
$
232.16
7.25 %
(3)
2024
2034
NC/SC
122,460
64,450
SH
13
523
$
234.15
7.25 %
(4)
2024
2034
NC
41,000
37,985
SH
4
217
$
188.94
Total
$
361,438
$
283,172
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 % .
17
Table of Contents
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 June 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
8.8 %
2025
FL
$
4,000
SH
1.1
%
1
2
—
92
$
43.48
7.8 %
2025
FL
16,706
SH
4.7
%
1
1
—
112
$
149.16
7.3 %
2025
NC
10,750
SH
3.0
%
1
1
—
45
$
238.89
8.8 %
2026
MI
15,793
SH
4.4
%
1
1
—
85
$
185.80
8.8 %
2028
IL
16,500
SNF
4.6
%
1
1
150
—
$
110.00
8.5 %
2030
FL
38,495
SH
10.8
%
1
1
—
250
$
153.98
11.1 % (4)
2043
MI
180,421
SNF
50.6
%
1
14
1,749
—
$
103.16
10.0 % (5)
2045
MI
39,700
SNF
11.1
%
1
4
480
—
$
82.71
10.5 % (5)
2045
MI
19,650
SNF
5.5
%
1
2
201
—
$
97.76
10.8 % (5)
2045
MI
14,800
SNF
4.2
%
1
1
146
—
$
101.37
Total
$
356,815
(1)
100.0
%
10
28
2,726
584
$
107.80
(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 seven 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 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 Prestige Healthcare (“Prestige”), the borrower, or payable upon maturity. Prestige paid full contractual interest through July 2025 and none of Prestige’s security was used to pay the difference between the contractual interest rate and the current pay interest rate. As of June 30, 2025, we hold $ 6,077 in security on behalf of Prestige. The loan provides for 2.25 % annual interest rate increases. During July 2025, we amended the mortgage loan to eliminate the current pay rate and revert monthly interest payments to the full contractual interest rate of 11.14 % , effective July 1, 2025. Additionally, the amendment provides Prestige an option to prepay their mortgage loan at par and without penalty within a 12-month window beginning in July 2026. Prestige will have 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. As of June 30, 2025, we have $ 41,455 of accrued effective interest related to this loan, which is expected to be recovered through payments collected through the contractual maturity of the loan. If Prestige exercises its contingent prepayment option, we will no longer be able to collect our remaining accrued effective interest as of such date.
(5) Mortgage loans provide for 2.25 % annual increases in the interest rate.
18
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following table summarizes our mortgage loan activity for the six months ended June 30, 2025 and 2024 (in thousands):
Six Months Ended June 30,
2025
2024
Originations and funding under mortgage loans receivable
$
41,535
(1)
$
15,957
(2)
Exchange of mortgage loans for controlling interests in joint ventures accounted for as financing receivables
—
( 102,435 )
(3)
Pay-offs received
—
( 2,013 )
Application of interest reserve
—
169
Scheduled principal payments received
( 451 )
( 380 )
Mortgage loan premium amortization
( 3 )
( 3 )
(Provision) recovery for loan loss reserve
( 411 )
887
Net increase (decrease) in mortgage loans receivable
$
40,670
$
( 87,818 )
(1) Includes the following:
(a) $ 38,495 under our $ 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 % ; and
(b) $ 3,040 under our $ 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 $ 3,706 . 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) Includes the following:
(a) $ 6,878 under our $ 19,500 mortgage loan commitment. For an explanation of the terms and other relevant information related to this mortgage loan see (1) (a) above;
(b) $ 5,546 of additional funding under a mortgage loan receivable agreement with an ALG affiliate secured by 13 ALFs and MCs in North Carolina ( 12 ) and South Carolina ( 1 ). During the three months ended June 30, 2024, we exchanged this $ 64,450 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information;
(c) $ 2,766 of additional funding under a mortgage loan receivable agreement with an ALG affiliate secured by four ALFs in North Carolina. During the three months ended June 30, 2024, we exchanged this $ 37,985 mortgage loan receivable for a controlling interest in a JV investment with an ALG affiliate. See Financing Receivables above for more information; and
(d) $ 767 of additional funding.
(3) Includes the following:
(a) $ 64,450 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (2)(b) above for more information;
(b) $ 37,985 mortgage loan receivable due from an ALG affiliate was exchanged for a controlling interest in a JV. See (2)(c) above for more information;
19
Table of Contents
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
4.
Investment in Unconsolidated Joint Ventures
We have a 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 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 June 30, 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
Senior Loan
(1)
9.2
%
9.2
%
104
$
11,453
(1)
Washington
SH
Preferred Equity
(2)
12.0
%
9.0
%
109
6,340
(2)
Total
213
$
17,793
(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 six months ended June 30, 2025 and 2024 (in thousands):
Type
of
Income
Cash Income
Non-cash
Year
Properties
Recognized
Earned
Income Accrued
2025
SNF
$
589
$
589
$
—
SH
289
289
—
SH (1)
3,226
(1)
3,172
(1)
54
Total
$
4,104
$
4,050
$
54
2024
SNF
$
295
$
196
$
—
SH
225
225
—
SH (1)
527
—
527
Total
$
1,047
$
421
$
527
(1) During 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 .
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
5.
Notes Receivable
Notes receivable consist of mezzanine loans and working capital loans. The following table summarizes our investments in notes receivable at June 30, 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
SH
0.0 %
—
2028
Working capital
1,178
1
SNF
8.8 %
12.0
%
2028
Mezzanine
17,000
1
SH
7.6 %
—
2030
Working capital
957
1
SH
$
44,135
(1)
4
(1) Excludes the impact of credit loss reserve.
The following table is a summary of our notes receivable components as of June 30, 2025 and December 31, 2024 (in thousands):
At June 30, 2025
At December 31, 2024
Mezzanine loans
$
42,000
$
42,000
Working capital loans
2,135
5,717
Notes receivable credit loss reserve
( 441 )
( 477 )
Total notes receivable, net of credit loss reserve
$
43,694
$
47,240
The following table summarizes our notes receivable activity for the six months ended June 30, 2025 and 2024 (in thousands):
Six Months Ended June 30,
2025
2024
Advances under notes receivable
$
—
$
188
Principal payments received under notes receivable
( 888 )
( 2,294 )
Write-off of notes receivable
( 2,693 )
(1)
—
Recovery of credit losses
36
21
Net decrease in notes receivable
$
( 3,545 )
$
( 2,085 )
(1) Represents the write-off of Anthem Memory Care LLC (“Anthem”) working capital note in connection with the conversion of Anthem’s Triple-Net leases to SHOP.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
6.
Lease Incentives
Our non-contingent lease incentive balances at June 30, 2025 and December 31, 2024 were $ 2,893,000 and $ 3,522,000 , respectively. The following table summarizes our lease incentives activity for the six months ended June 30, 2025 and 2024 (in thousands) :
Six Months Ended June 30,
2025
2024
Lease incentives funded
$
—
$
1,594
Amortization of lease incentives
( 380 )
( 438 )
Adjustment for collectability of lease incentives
( 249 )
(1)
—
Other adjustments
—
( 190 )
(2)
Net (decrease) increase in non-contingent lease incentives
$
( 629 )
$
966
(1) Represents uncollectible lease incentive balances written-off due to the termination of two existing leases with the same operator, and combining 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.
7.
Credit Loss Reserve
We apply ASC Topic 326, Financial Instruments-Credit Losses (“ASC 326”), which requires a forward-looking “expected loss” model, to estimate our loan losses. We determined our Financing receivables , Mortgage loans receivable and Notes receivable line items on our Consolidated Balance Sheets are within the scope of ASC 326.
Financing receivables . We obtained controlling interests in JVs that acquired properties through sale and leaseback transactions. The JVs concurrently leased the purchased properties to affiliates of sellers and provided the sellers-lessees with purchase options. We consolidated the JVs as Financing receivables on our Consolidated Balance Sheets. For more information regarding these transactions See Note 3. Real Estate Investments above. At June 30, 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 June 30, 2025, we had ten mortgage loans secured by 28 properties in four states with seven 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.
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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 June 30, 2025
Investment Type:
2025
2024
2023
2022
2021
Prior
Total
Credit loss reserve
Financing receivables
$
—
$
163,460
$
121,419
$
76,559
$
—
$
—
$
361,438
$
3,614
Mortgage loans receivable
$
38,495
$
—
$
47,043
$
—
$
16,706
$
254,571
$
356,815
$
3,562
Mezzanine loans
$
—
$
—
$
17,000
$
25,000
$
—
$
—
$
42,000
$
420
Working Capital loans
—
—
—
—
1,178
957
2,135
21
Total Notes Receivable
$
—
$
—
$
17,000
$
25,000
$
1,178
$
957
$
44,135
$
441
(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
6/30/2025
Credit Loss Reserve- Financing Receivables
$
3,615
$
( 1 )
$
—
$
3,614
Credit Loss Reserve- Mortgage Loans Receivable
3,151
( 4 )
415
3,562
Credit Loss Reserve-Notes Receivable
477
( 36 )
—
441
We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy in place to reserve or write off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense. As of June 30, 2025, the total balance of accrued interest receivable of $ 64,454,000 was not included in the measurement of expected credit loss. During the six months ended June 30, 2025, we wrote-off Anthem’s interest receivable of $ 371,000 in connection with the conversion of Anthem’s Triple-Net leases to SHOP as explained in Note 3. Real Estate Investments . During the six months ended June 30, 2024, we did no t recognize any write-off related to accrued interest receivable.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
8.
Prepaid Expenses and Other Assets
The following is a summary of our prepaid expenses and other assets ( dollar amounts in thousands ):
June 30, 2025
December 31, 2024
Intangible assets
$
6,866
$
7,212
SHOP prepaid expenses and other assets
2,935
—
Real estate investments, prepaid expenses and other assets
2,762
2,125
Right of use asset, net
2,701
2,741
Interest rate swap asset
2,188
3,815
SHOP Accounts receivable, net of credit loss reserve: 2025— $ 29 ; 2024— $ 0
1,341
—
Deferred income tax asset
165
—
Total
$
18,958
$
15,893
9.
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 and 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 change any other term or condition of the Credit Agreement, including its maturity date or covenant requirements. Based on our leverage at June 30, 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.
Subsequent to June 30, 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 $ 425,000,000 to $ 600,000,000 and provides for the opportunity to increase the total commitment to an aggregate $ 1,200,000,000 . 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.
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
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
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 six months ended June 30, 2025 and 2024, we recorded a decrease of $ 1,627,000 and $ 145,000 in fair value of Interest Rate Swaps, respectively. As discussed above, subsequent to June 30, 2025, the Term Loans were paid off using proceeds from our new revolving line of credit under our New Credit Agreement, keeping the interest rate swap agreements intact through November 2025 at 2.3 % and November 2026 at 2.4 % , based on current margins.
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
June 30, 2025
December 31, 2024
November 2021
November 19, 2025
2.52
%
1-month SOFR
$
50,000
$
592
$
1,305
November 2021
November 19, 2026
2.66
%
1-month SOFR
50,000
1,596
2,510
$
100,000
$
2,188
$
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.
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 June 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.
25
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following table sets forth information regarding debt obligations by component as of June 30, 2025 and December 31, 2024 ( dollar amounts in thousands):
At June 30, 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 %
$
168,550
$
256,450
$
144,350
$
280,650
Term loans, net of debt issue costs (2)
2.59 %
99,883
—
99,808
—
Senior unsecured notes, net of debt issue costs (3)
4.15 %
428,024
—
440,442
—
Total
4.25 %
$
696,457
$
256,450
$
684,600
$
280,650
(1) Represents weighted average of interest rate as of June 30, 2025.
(2) Subsequent to June 30, 2025, as noted above, we entered into our New Credit Agreement increasing commitments from $ 425,000 to $ 600,000 and repaid our Term Loans using proceeds from our revolving line of credit under our New Credit Agreement. Additionally, we borrowed $ 41,850 under our new revolving line of credit under our New Credit Agreement. Accordingly, we have $ 310,400 outstanding and $ 289,600 available for borrowing under our unsecured revolving line of credit.
(3) Subsequent to June 30, 2025, we repaid $ 7,000 in scheduled principal paydown on our senior unsecured notes.
During the six months ended June 30, 2025 and 2024, our debt borrowings and repayments were as follows ( in thousands ):
Six Months Ended June 30,
2025
2024
Debt Obligations
Borrowings
Repayments
Borrowings
Repayments
Revolving line of credit
$
53,600
(1)
$
( 29,400 )
$
19,200
$
( 39,700 )
Senior unsecured notes
—
( 12,500 )
(2)
—
( 10,000 )
Total
$
53,600
$
( 41,900 )
$
19,200
$
( 49,700 )
(1) Subsequent to June 30, 2025, as noted above, we entered into our New Credit Agreement increasing commitments from $ 425,000 to $ 600,000 and repaid our Term Loans using proceeds from our revolving line of credit under our New Credit Agreement. Additionally, we borrowed $ 41,850 under our new revolving line of credit under our New Credit Agreement. Accordingly, we have $ 310,400 outstanding and $ 289,600 available for borrowing under our unsecured revolving line of credit.
(2) Subsequent to June 30, 2025, we repaid $ 7,000 in scheduled principal paydown on our senior unsecured notes.
10. Accrued Expenses and Other Liabilities
The following is a summary of our accrued expenses and other liabilities ( dollar amounts in thousands ):
June 30, 2025
December 31, 2024
Impounds
$
15,257
$
12,223
Security deposits
9,120
6,534
Property tax liability
7,468
7,807
Maintenance and repair reserves
6,232
5,961
Accounts payable and other accrued liabilities
3,342
6,085
SHOP liabilities
3,115
—
Deferred commitments
2,869
4,092
Lease liabilities
2,701
2,741
SHOP deferred revenue
1,007
—
$
51,111
$
45,443
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
11.
Equity
Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements.
As of June 30, 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
SH
NC/SC
$
122,460
$
58,010
2024
Own real estate
SH
NC
41,000
3,015
2023
Own real estate
SH
OH
54,868
9,134
2023
Own real estate
SH
NC
121,419
2,916
2022
Own real estate
SNF
FL
76,560
14,325
Total
$
416,307
$
87,400
(1) Includes the total real estate investments and excludes intangible assets.
During the six months ended June 30, 2025, we acquired our JV partner’s non-controlling interest in a JV that owns two seniors housing communities in Oregon with a total of 186 units 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. 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 six months ended June 30, 2024, we sold 343,800 shares of common stock for $ 10,974,000 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 six months ended June 30, 2025, we sold 387,600 shares of common stock for $ 13,785,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $ 205,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At June 30, 2025, we had $ 376,378,000 available under the Equity Distribution Agreement.
During the six months ended June 30, 2025 and 2024, we acquired 151,018 shares and 49,540 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Distributions. We declared and paid the following cash dividends (in thousands) :
Six Months Ended June 30,
2025
2024
Declared
Paid
Declared
Paid
Common Stock (1)
$
53,556
(2)
$
53,556
(2)
$
49,403
$
49,403
(1) Represents $ 0.19 per share per month for the six months ended June 30, 2025 and 2024.
(2) Includes $ 1,312 of distribution related to vesting of the performance-based stock units.
In July 2025, we declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of July, A ugust and September 2025, payable on July 31, August 29, and September 30, 2025, respectively, to stockholders of record on July 23, August 21, and September 22, 2025, 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 six months ended June 30, 2025 and 2024, no stock options were granted or exercised. During the six months ended June 30, 2024, 5,000 stock options expired and were cancelled. At June 30, 2025 and 2024, 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 six months ended June 30, 2025 and 2024 :
Six Months Ended June 30,
Shares
Weighted Average Price
2025
2024
2025
2024
Outstanding, January 1
301,209
258,620
$
33.18
$
36.43
Granted
135,041
175,431
$
34.94
$
31.07
Vested
( 165,549 )
(1)
( 129,842 )
$
33.69
$
31.36
Outstanding, June 30
270,701
304,209
$
33.75
$
33.20
(1) Includes the accelerated vesting of 13, 362 shares of restricted common stock in connection with an employee’s retirement.
During the six months ended June 30, 2025, 182,915 units of performance-based stock units vested, which includes the accelerated vesting of 19,694 performance-based stock units in connection with an employee’s retirement. No performance-based stock units vested during the six months ended June 30, 2024.
During the six months ended June 30, 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
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
2024
159,536
$
30.72
Restricted stock
ratably over 3 years
69,610
$
31.84
Performance-based stock units
TSR targets (2)
62,914
$
31.84
Performance-based stock units
TSR targets (3)
15,895
$
34.60
Restricted stock
(1)
307,955
(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 three years .
(3) Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group 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 six months ended June 30, 2024 was $ 4,522,000 . Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the six months ended June 30, 2025, was $ 5,048,000 , which includes $ 700,000 of compensation expense related to accelerated vesting of restricted common stock and performance-based stock units in connection with an employee’s retirement. Accordingly, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):
Remaining
Compensation
Vesting Date
Expense
July-December 2025
$
4,281
2026
5,887
2027
2,899
2028
322
Total
$
13,389
12.
Commitments and Contingencies
At June 30, 2025, we had commitments as follows (in thousands):
Total
Investment
2025
Commitment
Remaining
Commitment
Funding
Funded
Commitment
Triple-Net properties
$
10,445
(1)
$
1,956
$
7,683
$
2,762
SHOP properties
4,119
—
—
4,119
Subtotal: owned real estate properties (Note 3. Real Estate Investments )
14,564
1,956
7,683
6,881
Accrued incentives and earn-out liabilities ( Note 6. Lease Incentives)
8,500
(2)
—
—
8,500
Mortgage loans (N ote 3. Real Estate Investments )
67,570
(3)
3,185
17,939
49,631
Joint venture investments ( Note 4. Investments in Unconsolidated Joint Ventures )
1,438
(4)
192
192
1,246
Notes receivable (N ote 5. Notes Receivable )
560
(5)
—
50
510
Total
$
92,632
$
5,333
$
25,864
$
66,768
(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 3. Real Estate Investments .
(3) Represents $ 45,620 related to two construction loan, $ 19,950 of contingent commitments available upon the borrower achieving certain coverage ratios, and $ 2,000 of other commitments.
(4) Represents expenditure reserve of $ 1,438 related to a mortgage loan secured by a SNF in Texas. The loan is accounted for as an unconsolidated JV in accordance with GAAP. For more information regarding this loan see Note 4. 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 3. 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
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.
13.
Major Operators
Within our real estate investment segment, two operators each account for 10% or more of our Total revenues . Our SHOP segment is not subject to operator concentration, as the communities are operated on our behalf by independent operators under management agreements. In addition, resident agreements are entered into with individual residents. Accordingly, we are not exposed to operator credit risk to the same extent as within our real estate investment segment. The following table presents information regarding our major operators as of June 30, 2025:
Number of
Number of
Percentage of
SNF
SH
Total
Total
Operator
SNF
SH
Beds
Units
Revenues (1)
Assets (2)
Prestige Healthcare (3)
23
—
2,694
93
14.8
%
14.5
%
ALG Senior Living (4)
—
29
—
1,308
10.7
%
16.3
%
Total
23
29
2,694
1,401
25.5
%
30.8
%
(1) Includes total revenues for the six months ended June 30, 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)
14.
Earnings per Share
The following table sets forth the computation of basic and diluted net income per share ( in thousands, except per share amounts ):
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net income
$
16,548
$
19,738
$
38,769
$
44,427
Less income allocated to non-controlling interests
( 1,456 )
( 377 )
( 2,997 )
( 836 )
Less non-forfeitable dividends on participating securities
( 154 )
( 173 )
( 317 )
( 338 )
Net income available to common stockholders
14,938
19,188
35,455
43,253
Effect of dilutive securities:
Participating securities (1)
—
—
—
—
Net income for diluted net income per share
$
14,938
$
19,188
$
35,455
$
43,253
Shares for basic net income per share
45,714
43,171
45,524
43,030
Effect of dilutive securities:
Performance-based stock units
314
292
314
292
Participating securities (1)
—
—
—
—
Total effect of dilutive securities
314
292
314
292
Shares for diluted net income per share
46,028
43,463
45,838
43,322
Basic net income per share
$
0.33
$
0.44
$
0.78
$
1.01
Diluted net income per share
$
0.32
$
0.44
$
0.77
$
1.00
(1) For the three and six months ended June 30, 2025 and 2024, the participating securities were excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.
15.
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 June 30, 2025 and December 31, 2024 were as follows ( in thousands ):
At June 30, 2025
At December 31, 2024
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
Financing receivables, net of credit loss reserve
$
357,824
$
364,596
(1)
$
357,867
$
363,228
(1)
Mortgage loans receivable, net of credit loss reserve
353,253
423,947
(2)
312,583
386,871
(2)
Notes receivable, net of credit loss reserve
43,694
50,455
(3)
47,240
53,549
(3)
Revolving line of credit
168,550
168,550
(4)
144,350
144,350
(4)
Term loans, net of debt issue costs
99,883
100,000
(4)
99,808
100,000
(4)
Senior unsecured notes, net of debt issue costs
428,024
400,459
(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 June 30, 2025 and December 31, 2024 was 7.6 % and 7.7 % , respectively.
(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 June 30, 2025 and December 31, 2024 was 9.5 % 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 June 30, 2025 and December 31, 2024 was 8.1 % 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 June 30, 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 June 30, 2025, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.8 % for those maturing before 2030 and 6.0 % for those maturing at or beyond 2030. At 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.
16.
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.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
During the six months ended June 30, 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.
During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, as of June 30, 2025, we conduct and manage our business as two operating segments: real estate investments and SHOP and our CODM evaluated the performance of our investments based on net operating income (“NOI”). For more information and reconciliation of NOI see Item 2. Non-GAAP Financial Measures . Summary information by reportable segment for the three and six months ended June 30, 2025 is as follows (unaudited, in thousands):
Three Months Ended June 30, 2025
Real estate
Non-segment
investment portfolio
SHOP
/corporate
Total
Revenues:
Rental income
$
30,177
$
—
$
—
$
30,177
Resident fees and services
—
11,950
—
11,950
Interest income from financing receivables
7,084
—
—
7,084
Interest income from mortgage loans
9,680
—
—
9,680
Interest and other income
1,224
—
125
1,349
Total revenues
48,165
11,950
125
60,240
Income from unconsolidated joint ventures
439
—
—
439
Property level expenses
( 2,795 )
( 9,419 )
—
( 12,214 )
NOI
45,809
2,531
125
48,465
Interest expense
( 8,014 )
Depreciation and amortization
( 8,776 )
Provision for credit losses
( 387 )
Transaction costs
( 6,706 )
General and administrative expenses
( 8,447 )
Gain on sale of real estate, net
332
Income tax benefit
81
Net income
$
16,548
Six Months Ended June 30, 2025
Real estate
Non-segment
investment portfolio
SHOP
/Corporate
Total
Revenues:
Rental income
$
61,621
$
—
$
—
$
61,621
Resident fees and services
—
11,950
—
11,950
Interest income from financing receivables
14,086
—
—
14,086
Interest income from mortgage loans
18,859
—
—
18,859
Interest and other income
2,451
—
304
2,755
Total revenues
97,017
11,950
304
109,271
Income from unconsolidated joint ventures
4,104
—
—
4,104
Property level expenses
( 5,902 )
( 9,419 )
—
( 15,321 )
NOI
95,219
2,531
304
98,054
Interest expense
( 15,927 )
Depreciation and amortization
( 17,938 )
Provision for credit losses
( 3,439 )
Transaction costs
( 7,147 )
General and administrative expenses
( 15,418 )
Gain on sale of real estate, net
503
Income tax benefit
81
Net income
$
38,769
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
During the six months ended June 30, 2024, we operated under one reportable segment and our CODM evaluated the performance of our investments based on net income. Summary information by reportable segment for the three and six months ended June 30, 2024 is as follows ( unaudited, in thousands ):
Three Months Ended
Six Months Ended
Three and Six Months Ended June 30, 2024
June 30, 2024
Revenues:
Rental income
$
31,657
$
65,206
Interest income from financing receivables
3,830
7,660
Interest income from mortgage loans
12,661
25,109
Interest and other income
1,968
3,507
Total revenues
50,116
101,482
Expenses:
Interest expense
10,903
21,948
Depreciation and amortization
9,024
18,119
Provision for credit losses
703
727
Transaction costs
380
646
Property tax expense
3,247
6,630
General and administrative expenses
6,760
13,251
Total expenses
31,017
61,321
Income before unconsolidated joint ventures, real estate dispositions and other items
19,099
40,161
(Loss) gain on sale of real estate, net
( 32 )
3,219
Income from unconsolidated joint ventures
671
1,047
Net income
$
19,738
$
44,427
17.
Income Taxes
Our Company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders. Under RIDEA, a REIT may lease a "qualified healthcare property" on an arm's-length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent operator”. Generally, the rent received from the TRS will meet the related party exception and will be treated as “rents from real property”. A "qualified healthcare property" includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. Resident fees and services revenue and related operating expenses for these facilities are reported on our Consolidated Statements of Income and are subject to federal, state and local income taxes. Accordingly, we recorded a provision for income taxes for the three months ended June 30, 2025, which included a benefit of $ 81,000 and a deferred tax asset of $ 165,000 in Prepaid expenses and other assets on our Consolidated Balance Sheets.
18.
Subsequent Events
Subsequent to June 30, 2025, the following events occurred:
Real Estate. We acquired a 67 -unit assisted living and memory care community in California within our SHOP segment for $ 35,200,000 . In conjunction with the acquisition, we entered into a management agreement with an operator new to us.
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LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
We amended our $ 180,421,000 mortgage loan with Prestige secured by 14 skilled nursing centers in Michigan to eliminate the 8.5 % current pay rate and revert monthly interest payments to the full contractual interest rate of 11.14 %, effective July 1, 2025. Additionally, the amendment provides Prestige an option to prepay this mortgage loan at par and without penalty within a 12-month window beginning in July 2026. Prestige will have to provide us with a 90 -days 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. As of June 30, 2025, we have $ 41,455,000 accrued effective interest related to this loan, which is expected to be recovered through payments collected through the contractual maturity of the loan. If Prestige exercises its contingent prepayment option, we will no longer be able to collect our remaining accrued effective interest as of such date.
Debt. We repaid $ 7,000,000 in scheduled principal paydowns on our senior unsecured notes.
Additionally, we entered into our New Credit Agreement maturing in July 2029, to replace our existing unsecured credit agreement. The New Credit Agreement increased the aggregate commitment on our revolving line of credit from $ 425,000,000 to $ 600,000,000 and provides for the opportunity to increase the total commitment to an aggregate of $ 1,200,000,000 . The new unsecured 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 two $ 50,000,000 term loans that were maturing over the next 16 months were rolled into the new revolving line of credit, keeping the interest rate swap agreements intact through November 2025 at 2.3 % and November 2026 at 2.4 %, based on current margins. Further, we borrowed $ 41,850,000 under our revolving line of credit under our new unsecured credit agreement. Accordingly, we have $ 310,400,000 outstanding and $ 289,600,000 available for borrowing under our revolving line of credit.
Equity: We declared a monthly cash dividend of $ 0.19 per share on our common stock for the months of July, A ugust and September 2025 , payable on July 31 , August 29 , and September 30, 2025 , respectively to stockholders of record on July 23 , August 21 , and September 22, 2025 , 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.