| 1. | Description of Business |
The Company
LTC Properties, Inc. (“LTC” or the “Company”), a health care real estate investment trust (“REIT”), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through our owned seniors housing operating portfolio (“SHOP”), triple-net leases and joint ventures. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators.
Investment Portfolio
Our goal is to invest in properties that provide an opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location and operator.
As of March 31, 2026, our total gross investment portfolio included owned real properties subject to non-cancellable triple-net leases (“NNN” or “Triple-Net Portfolio”) (41.8%), SHOP (28.8%), properties we own accounted for as financing receivables (11.8%), mortgage loans receivable secured by first mortgages (16.1%), notes receivable (1.0%) and unconsolidated joint ventures (0.5%).
Property Types
Our 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. Independent living communities, assisted living communities, memory care communities and combinations thereof are included in the seniors housing communities classification (“SH”). We also have investments in other (“OTH”) types of properties, such as land parcels, projects under development (“UDP”) and a behavioral health care hospital. Any reference to the number or type of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
| 2. | Basis of Presentation and Accounting Policies |
Basis of Presentation
We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results for a full year.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
Preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our most significant assumptions and estimates are related to the valuation of real estate, purchase price allocation of acquired assets, revenue recognition including the collectability of tenant receivables and asset impairment.
Segments
During the second quarter of 2025, we began utilizing the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (Commonly referred to as “RIDEA”) as permitted by the Housing and Economic Recovery Act of 2008. Under RIDEA, REITs are permitted to participate directly in the cash flow of qualified healthcare properties (compared to receiving solely contractual rental income). Accordingly, effective in the second quarter of 2025, we conduct and manage our business astwo operating segments, for reporting and decision-making purposes: i) real estate investments segment (“Real Estate Investments Segment”) which consists of our Triple-Net Portfolio, financing receivables, mortgage loans, notes receivable and unconsolidated joint ventures and ii) SHOP segment. SeeNote 17-Segment Information for more information.
Our owned real properties include 96 properties within our Triple-Net Portfolio leased to 18 different operators and 30 properties within our SHOP segment managed on our behalf byeight independent operators under separate management agreements. The following tables summarize our investments in owned properties at March 31, 2026*(dollar amounts in thousands)*:
| · · · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · NNN · · SHOP · · Total |
|---|
| · · · · Percentage · · Number · · · · Percentage · · Number · · · · Percentage · · Number |
|---|
| · · Gross · · of · · of · · Gross · · of · · of · · Gross · · of · · of |
|---|
| Type of Property · · Investment · · Investment · · Properties (1) · · Investment · · Investment · · Properties (1) · · Investment · · Investment · · Properties (1) |
|---|
| Seniors Housing | | | $479,641 | | 27.9% | | 52 | | | $701,612 | | 40.7% | | 30 | | | $1,181,253 | | 68.6% | | 82 |
|---|
| Skilled Nursing | | | 528,302 | | 30.7% | | 43 | | | — | | —% | | — | | | 528,302 | | 30.7% | | 43 |
|---|
| Other (2) | | | 12,005 | | 0.7% | | 1 | | | — | | —% | | — | | | 12,005 | | 0.7% | | 1 |
|---|
| Total | | | $1,019,948 | | 59.3% | | 96 | | | $701,612 | | 40.7% | | 30 | | | $1,721,560 | | 100.0% | | 126 |
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| | | | | | | | | | | | |
|---|
| · · · · · · · · · Average |
|---|
| · · · · · Number of · · Investment |
|---|
| · · Gross · · SNF · · SH · · per |
|---|
| Type of Property · · Investment · · Beds · · Units · · Bed/Unit |
|---|
| Seniors Housing-NNN | | | $479,641 | | — | | 3,130 | | | $153.24 | |
|---|
| Seniors Housing-SHOP | | | 701,612 | | — | | 2,555 | | | $274.60 | |
|---|
| Seniors Housing | | | 1,181,253 | | — | | 5,685 | | | $207.78 | |
|---|
| Skilled Nursing | | | 528,302 | | 5,217 | | 236 | | | $96.88 | |
|---|
| Other (2) | | | 12,005 | | 118 | | — | | | n/a | |
|---|
| Total | | | $1,721,560 | | 5,335 | | 5,921 | | | | |
|---|
| (1) | We own properties in 23 states. |
| (2) | Includes three parcels of land held-for-use, and one behavioral health care hospital. |
Owned Real Properties–SHOP
During the second quarter of 2025, we began utilizing the RIDEA structure and established a SHOP segment. Following the establishment of our SHOP segment, during the second through fourth quarter of 2025, we acquired 11 seniors housing communities within the SHOP segment. Additionally, we terminated triple-net master leases with three operators and converted 15 seniors housing communities covered under the master leases into our SHOP segment. Upon conversion into the SHOP segment, two of these communities are operating and accounted for as one community.
During the three months ended March 31, 2026, we continued to expand our SHOP segment. Accordingly, we terminated an additional triple-net master lease and converted thetwo seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88-units and an aggregate gross book value of $26,285,000. Additionally, we acquired a portfolio ofthree seniors housing communities in Georgia. SeeAcquisitions below for more information. As of March 31, 2026, our SHOP segment represented 28.8% of our gross portfolio investments and comprised of 30 seniors housing communities that are managed on our behalf byeight independent operators pursuant to separate management agreements.
The following table presents information related to our SHOP segment as of March 31, 2026 (dollar amounts in thousands):
| · · · · · · · · · · |
|---|
| · · · · · · · · Average |
|---|
| · · · · Number · · Number · · Investment |
|---|
| | | | Gross | | of | | of | | per |
|---|
| State · · Investment · · Properties · · Beds/Units · · Unit |
|---|
| Wisconsin | | | $248,549 | | 7 | | 742 | | $334.97 |
|---|
| Georgia | | | 131,630 | | 4 | | 482 | | $273.09 |
|---|
| Illinois | | | 58,331 | | 4 | | 264 | | $220.95 |
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| California | | | 49,007 | | 2 | | 133 | | $368.47 |
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| Colorado | | | 41,847 | | 4 | | 228 | | $183.54 |
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| Kentucky | | | 39,778 | | 2 | | 158 | | $251.76 |
|---|
| Oregon | | | 33,203 | | 1 | | 186 | | $178.51 |
|---|
| Tennessee | | | 31,399 | | 1 | | 100 | | $313.99 |
|---|
| Kansas | | | 26,439 | | 2 | | 114 | | $231.92 |
|---|
| Texas | | | 26,285 | | 2 | | 88 | | $298.69 |
|---|
| Ohio | | | 15,144 | | 1 | | 60 | | $252.40 |
|---|
| Total | | | $701,612 | (1) | 30 | | 2,555 | | $274.60 |
|---|
| (1) | Subsequent to March 31, 2026, we acquired a community within our SHOP segment for $9,205. The community is located in Illinois with a total of 61 units. In conjunction with the acquisition, we entered into a management agreement with an operator new to us. Additionally, we terminated a triple-net master lease and converted two seniors housing communities covered under the master lease to our SHOP segment. Upon conversion, we entered into a management agreement with another operator also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32,361. |
Acquisitions
The following table summarizes acquisitions within our SHOP segment during the three months ended March 31, 2026:
| · · · · · · · · · · · · · · · · |
|---|
| | | | | | | | | | Total | | Number | | Number |
|---|
| · · · · Purchase · · Transaction · · Acquisition · · of · · of |
|---|
| State (1) · · Type of Property · · Price (1) · · Costs · · Costs (1) · · Properties (1) · · Beds/Units (1) |
|---|
| Georgia (2) | | SH | | $108,000 | | $129 | | $108,129 | (3) | 3 | | 394 | |
|---|
| (1) | Subsequent to March 31, 2026, we acquired a 61-unit seniors housing community within our SHOP segment in Illinois for $9,205. In conjunction with the acquisition, we entered into a management agreement with an operator new to us. |
| (2) | In conjunction with this acquisition, we entered into a management agreement with another operator new to us. |
| (3) | Excludes $100 of additional costs incurred related to 2025 acquisitions. Additionally, at acquisition, we received property tax proration credits of $76. |
The total acquisition costs allocated to SHOP assets acquired were as follows:
| | | | |
|---|
| · · Amount |
|---|
| Land | | | $8,576 |
|---|
| Buildings and improvements | | | 99,553 |
|---|
| Total acquisition costs | | | $108,129 |
|---|
Capital Improvement Projects
During the three months ended March 31, 2026, we funded capital improvement projects of $2,012,000 within our SHOP segment.
Owned Real Properties–Triple-Net Portfolio
Our Triple-Net Portfolio includes owned properties that are leased pursuant to non-cancelable triple-net operating leases. Triple-net leases require the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. The majority of our triple-net leases contain provisions for specified annual increases over the rents of the prior year.
Lease Extensions
Many of the triple-net leases contain renewal options that, if exercised, could result in the amount of rent payable upon renewal being greater than that currently being paid. The following table provides information related to our triple-net lease extensions during the three months ended March 31, 2026 and 2025* (dollar amounts in thousands):*
| | | | | | | | | | | | | | | | |
|---|
| | | | | | | | Number | | Number | | | | | | |
|---|
| | | | | | Gross | | of | | of | | | | Original | | Extended |
|---|
| Year | | Type of Property | | | Investment | | Properties | | Beds/Units | | State | | Maturity | | Maturity |
|---|
| 2026 | | SH | | | $9,052 | | 4 | | 155 | | OK | | October 31, 2026 | | October 31, 2030 |
| | | | | | | | | | | | | | | | |
| 2025 | | SNF | | | $5,275 | | 2 | | 141 | | TN | | December 31, 2025 | (1) | December 31, 2026 |
| (1) | During the third quarter of 2025, the operator provided an election notice to exercise its purchase option. See Purchase Options below for more information. |
Lease Terminations
During the three months ended March 31, 2026, we terminated a triple-net master lease and convertedtwo seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with an operator new to us. The communities are located in Texas with a total of 88 units and an aggregate gross book value of $26,285,000.
Subsequent to March 31, 2026, we terminated an additional triple-net master lease and convertedtwo seniors housing communities covered under the master lease into our SHOP segment. Upon conversion, we entered into a management agreement with another operator also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32,361,000.
During the three months ended March 31, 2025, we terminatedtwo existing leases with the same operator, and combined them into a single master lease. The new master lease had afive-year term withone 1-year extension option andfour 5-year extension options. 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. During the fourth quarter of 2025, we terminated the new master lease and converted the communities covered under the master lease into our SHOP segment.
Components of Rental Income
The following table summarizes components of our rental income for the three months ended March 31, 2026 and 2025* (in thousands):*
| | | | | | | | | |
|---|
| · · Three Months Ended · · |
|---|
| · · March 31, · · |
|---|
| Rental Income | | | 2026 | | | 2025 | | |
|---|
| Contractual cash rental income | | | $24,536 | (1) | | $29,623 | (1) | |
|---|
| Variable cash rental income (2) | | | 2,268 | | | 3,090 | | |
|---|
| Straight-line rent adjustment | | | (334) | | | (578) | | |
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| Adjustment of lease incentives and rental income | | | — | | | (492) | (3) | |
|---|
| Amortization of lease incentives | | | (131) | | | (199) | | |
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| Total | | | $26,339 | | | $31,444 | | |
|---|
| (1) | Decreased primarily due to the conversion of communities from NNN to the SHOP segment and lower rent from property sales, partially offset by rent increases from fair-market rent resets, escalations and capital improvements. |
| (2) | The variable cash rental income for the three months ended March 31, 2026 and 2025 includes reimbursement of real estate taxes by our lessees. Decreased due to the conversion of communities from NNN to SHOP and property sales. |
| (3) | In connection with the termination of 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. |
We monitor the collectability of our receivable balances, including deferred rent receivable balances, on an ongoing basis. For leases where we have concluded it is not probable that we will collect substantially all the lease payments under those leases, recognition of rental income is limited to the lesser of the amount of cash collected or rental income reflected on a straight-line basis. We write-off uncollectible operator receivable balances, including straight-line rent receivable and lease incentives balances, as a reduction to rental income in the period such balances are no longer probable of being collected. During the three months ended March 31, 2026, we did not record any write-offs of straight-line rent receivable or lease incentive balances. During the three months ended March 31, 2025, we wrote-off straight-line rent receivable and lease incentive balances of $243,000 and $249,000, respectively, in connection with the termination oftwo existing leases with the same operator, and combining them into a master lease as discussed above.
We continue to take into account the current financial conditions of our operators, in our estimation of uncollectible accounts and deferred rents receivable and closely monitor the collectability of such rents, adjusting future estimates as necessary.
Purchase Options
Some of our triple-net lease agreements provide purchase options allowing the lessees to purchase the properties they currently lease from us. The following table summarizes information about purchase options included in our lease agreements as of March 31, 2026* (dollar amounts in thousands):*
| | | | | | | | | | | | | | |
|---|
| | | | | Type | | Number | | | | | | | |
|---|
| Option | | | | of | | of | | | Gross | | | Net Book | |
|---|
| Window | | State | | Property | | Properties | | | Investments (1) | | | Value | |
|---|
| 2026 | | South Carolina | | SH | | 1 | | | $11,719 | | | $7,319 | |
| 2027-2029 | | Oklahoma | | SH | | 4 | | | 9,052 | | | 2,938 | |
| 2027-2029 | (2) | Texas | | SNF | | 4 | | | 52,726 | | | 47,220 | |
| 2029 | | Colorado/Kansas/Ohio/Texas | | SH | | 17 | | | 65,599 | | | 27,980 | |
| 2029 | | North Carolina | | SH | | 5 | | | 15,239 | | | 6,720 | |
| | | Total | | | | 31 | (3) | | $154,335 | (3) | | $92,177 | (3) |
| (1) | Gross investments include previously recorded impairment losses, if any. |
| (2) | The operator may elect to either receive an earn-out payment or exercise its purchase option. If neither option is elected within the timeframe defined in the lease, both elections are terminated. For more information regarding the earn-out see Note 14. Commitments and Contingencies. |
| (3) | Excludes a purchase option with an expiration date of December 31, 2025. The operator provided notice of the election to exercise the purchase option during the third quarter of 2025. Subsequent to March 31, 2026, we entered into a purchase and sale agreement with the operator. The purchase option relates to a master lease covering two SNFs in Tennessee with a total of 141 beds and an aggregate gross book value of $5,275. As of March 31, 2026, we do not believe these centers meet the criteria to be classified as held-for-sale. |
SeeNote-4 Financing Receivablesfor purchase options included in our financing receivable agreements.
Improvement Projects
During the three months ended March 31, 2026 and 2025, we invested in the following capital improvement projects within our Triple-Net Portfolio (dollar amounts in thousands):
| | | | | | | | | |
|---|
| · · Three Months Ended March 31, · · |
|---|
| Type of Property · · 2026 · · 2025 · · |
|---|
| Seniors Housing Communities | | | $273 | | | $966 | | |
|---|
| Skilled Nursing Centers | | | 380 | | | 360 | | |
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| Total | | | $653 | | | $1,326 | | |
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Properties Sold
During the three months ended March 31, 2026 and 2025, we recognized a net loss on sale of real estate of $10,000 and a net gain on sale of real estate of $171,000, respectively. The following table summarizes property sales during the three months ended March 31, 2026 and 2025* (dollar amounts in thousands):*
| | | | | | | | | | | | | | | | | | | |
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| | | | | Type | | Number | | Number | | | | | | | | | | |
|---|
| | | | | of | | of | | of | | | Sales | | | Carrying | | | Net | |
|---|
| Year | | State | | Properties | | Properties | | Beds/Units | | | Price | | | Value | | | (Loss) Gain (1) | |
|---|
| 2026 | | n/a | | n/a | | — | | — | | | $— | | | $— | | | $(10) | (2) |
| | | | | | | | | | | | | | | | | | | |
| 2025 | | Ohio | | SH | | 1 | | 39 | | | 1,000 | | | 670 | | | 267 | |
| | | Oklahoma | | SH | | 1 | | 29 | | | 670 | | | 670 | | | (96) | |
| Total | | | | | | 2 | | 68 | | | $1,670 | | | $1,340 | | | $171 | |
(
| (1) | Calculation of net (loss) gain includes cost of sales and write-off of straight-line receivable and lease incentives, when applicable. |
| (2) | We recognized a loss due to additional costs incurred related to properties sold during 2025. |
We have entered into joint venture (“JV”) agreements and contributed into these JVs for the purchase of properties through sale and leaseback transactions. Concurrently, each of these JVs leased the purchased properties back to an affiliate of the seller and provided the seller-lessee with purchase options. Accordingly, these sale and leaseback transactions meet the accounting criteria to be presented as financing receivables. Furthermore, we determined that we exercise power over and receive benefits from each of these joint ventures. Therefore, we consolidated the joint ventures asFinancing Receivables on ourConsolidated Balance Sheets and recorded the rental revenue from these joint ventures asInterest income from financing receivables on ourConsolidated Statements of Income.
The following tables provide information regarding our investments in financing receivables at March 31, 2026 (dollar amounts in thousands):
| · · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · · · · · · · · · · · · · Type · · Number · · Number · · Purchase · · · Investment |
|---|
| Interest · · Investment · · Lease · · · · Gross · · LTC · · of · · of · · of · · Option · · · per |
|---|
| Rate · · Year · · Maturity · · State · · Investments · · Investment · · Properties · · Properties · · Beds/Units · · Window · · · Bed/Unit |
|---|
| 7.50% | (1) | 2023 | | 2033 | | NC | | $123,397 | | $120,481 | | SH | | 11 | | 523 | | 2025-2029 | | $235.94 | |
| 7.25% | (2) | 2024 | | 2034 | | NC/SC | | | 122,460 | | | 64,450 | | SH | | 13 | | 523 | | 2024-2028 | | $234.15 |
| 7.25% | (2) | 2024 | | 2034 | | NC | | | 41,000 | | | 37,985 | | SH | | 4 | | 217 | | 2024-2028 | | $188.94 |
| Total | | | | | | | | $286,857 | | $222,916 | | | | 28 | | 1,263 | | | | | | |
| (1) | The seller-lessee has the option to buy the properties in multiple tranches and in serial closings approved by LTC with an exit IRR of 9.0% on any portion of the properties being purchased. |
| (2) | The seller-lessee has a purchase option exercisable with an exit IRR of 8.0%. |
The following table summarizes our financing receivable activity for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | |
|---|
| · · Three Months Ended March 31, · |
|---|
| · · 2026 · · 2025 · |
|---|
| Investment and funding under financing receivables | | | $314 | | | $— | |
|---|
| Sale of properties accounted for as a financing receivable | | | (62,220) | (1) | | — | |
|---|
| Distribution paid to non-controlling interest related to sale of properties accounted for as a financing receivable | | | (14,325) | (1) | | — | |
|---|
| Amortization of capital costs | | | — | | | (22) | |
|---|
| Recovery of credit losses | | | 762 | | | — | |
|---|
| Net decrease in financing receivables | | | $(75,469) | | | $(22) | |
|---|
| (1) | During 2022, we entered into a JV that purchased three skilled nursing centers with a total of 299 beds located in Florida. The JV leased the centers back to an affiliate of the seller and provided the seller-lessee with a purchase option. Our JV partner contributed $14,325 of equity into the joint venture. Accordingly, we consolidated the joint venture as Financing receivable and recorded the JV partner contribution as Non-controlling interest on our Consolidated Balance Sheets. During the three months ended March 31, 2026, the lessee exercised its purchase option to acquire the skilled nursing centers underlying the joint venture. In conjunction with this transaction, we received exit IRR income of $1,812. Additionally, we wrote-off $198 effective interest receivable previously recognized over the term of the financing receivable through payoff. |
| 5. | Mortgage Loans Receivable |
The following table sets forth information regarding our investments in mortgage loans secured by first mortgages at March 31, 2026*(dollar amounts in thousands)*:
| · · · · · · · · · · · · · · · · · · · · · · · |
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| · · · · · · · · · Type · · Percentage · · Number of · · Investment · |
|---|
| · · · · · · Gross · · of · · of · · · · · · SNF · · SH · · per |
|---|
| Interest Rate · · Maturity · · State · · Investment · · Property · · Investment · · Loans (1) · · Properties (1) · · Beds · · Units · · Bed/Unit |
|---|
| 11.3% | (2) | 2043 | | MI | | | $179,882 | | SNF | | 45.7% | 1 | | 14 | | 1,749 | | — | | $102.85 | |
| 8.3% | | 2030 | | CA | | | 56,379 | | SH | | 14.3% | 1 | | 2 | | — | | 171 | | $329.70 | |
| 8.5% | | 2030 | | FL | | | 40,350 | | SH | | 10.3% | 1 | | 1 | | — | | 250 | | $161.40 | |
| 10.3% | (3) | 2045 | | MI | | | 39,550 | | SNF | | 10.1% | 1 | | 4 | | 480 | | — | | $82.40 | |
| 10.5% | (3) | 2045 | | MI | | | 19,650 | | SNF | | 5.0% | 1 | | 2 | | 201 | | — | | $97.76 | |
| 8.8% | | 2026 | | MI | | | 17,743 | | SH | | 4.5% | 1 | | 1 | | — | | 85 | | $208.74 | |
| 11.0% | (3) | 2045 | | MI | | | 14,775 | | SNF | | 3.8% | 1 | | 1 | | 146 | | — | | $101.20 | |
| 7.3% | | 2026 | | NC | | | 10,750 | | SH | | 2.7% | 1 | | 1 | | — | | 45 | | $238.89 | |
| 9.0% | (4) | 2030 | | IL | | | 14,310 | | UDP | | 3.6% | 1 | | — | | — | | — | | $— | |
| Total | | | | | | | $393,389 | (1) | | | 100.0% | 9 | | 26 | | 2,576 | | 551 | | $125.80 | |
| (1) | Our mortgage loans are secured by properties located in five states with six borrowers. Additionally, some loans contain certain guarantees and/or provide for certain facility fees. Gross investment shown above excludes the impact of credit loss reserve. |
| (2) | During 2025, we modified the mortgage loan with Prestige, the borrower, to increase the current interest paid by the borrower from 8.5% to the full contractual interest rate of 11.14%, escalating annually. The modification was effective July 1, 2025. Additionally, the modification provides Prestige an option to prepay their mortgage loan at par without penalty within a 12-month window beginning in July 2026. Under the modification, Prestige agreed to provide us with at least a 90-day notice of its intention to exercise the option, and the ability for Prestige to exercise the pre-payment option is contingent on several factors including Prestige being current and in good standing on all its mortgage loans with LTC and obtaining replacement financing. In conjunction with the loan modification and the penalty-free early payoff option, during the third quarter of 2025, we wrote-off $41,455 of effective interest previously accrued related to this mortgage loan. During the three months ended March 31, 2026, Prestige provided notice of its intent to repay its $179,882 mortgage loan. Prestige is current on their contractual loan obligations through May 2026. |
| (3) | Mortgage loans provide for 2.25% annual increases in the interest rate after a certain time period. |
| (4) | During 2024, we committed to fund a $26,120 mortgage loan for the construction of a 116-unit SH located in Illinois. The borrower contributed $12,300 of equity which initially funded the construction. During the third quarter of 2025, we began funding the commitment. The loan bears interest at a current rate of 9.0% and an IRR of 9.5%. |
The following table summarizes our mortgage loan activity for the three months ended March 31, 2026 and 2025*(in thousands):*
| | | | | | | | |
|---|
| · · Three Months Ended March 31, · |
|---|
| · · 2026 · · 2025 · |
|---|
| Originations and funding under mortgage loans receivable | | | $7,155 | (1) | | $1,919 | (2) |
|---|
| Application of interest reserve | | | 850 | | | — | |
|---|
| Scheduled principal payments received | | | (125) | | | (124) | |
|---|
| Mortgage loan premium amortization | | | (2) | | | (2) | |
|---|
| Provision for credit losses | | | (79) | | | (18) | |
|---|
| Net increase in mortgage loans receivable | | | $7,799 | | | $1,775 | |
|---|
| (1) | We funded the following: |
| (a) | $6,515 under a $26,120 mortgage loan commitment for the construction of a 116-unit SH located in Illinois. The borrower contributed $12,300 of equity which was used to initially fund the construction. During the third quarter of 2025, we began funding this commitment. Our remaining commitment is $11,811. The loan bears interest at a current rate of 9.0% and an IRR of 9.5%; and |
| (b) | $640 under a $19,500 mortgage loan commitment for the construction of an 85-unit SH in Michigan. The borrower contributed $12,100 equity upon origination, which was used to initially fund the construction. Our remaining commitment is $1,757. The 8.8% interest-only loan matures in September 2026 and includes two one-year extension, each of which is contingent on certain coverage thresholds. |
| (2) | We funded the following: |
| (a) | $1,919 under our $19,500 mortgage loan commitment. For an explanation of the terms and other relevant information related to this mortgage loan, see (1) (b) above. |
| 6. | Investment in Unconsolidated Joint Ventures |
We have an acquisition, development and construction (“ADC”) loan that meets the accounting criteria to be considered a variable interest entity (“VIE”). We are not the primary beneficiary of the VIE as we do not have both: 1) the power to direct the activities that most significantly affect the VIE’s economic performance, and 2) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. However, we do have significant influence over the VIE. Therefore, we have accounted for the investment as a joint venture using the equity method of accounting. The following table provides information regarding our unconsolidated joint venture investments at March 31, 2026*(dollar amounts in thousands):*
| · · · · · · · · · · · · · · · · |
|---|
| · · Type · · Type · · Total · · · Contractual · · · Number · · · · |
|---|
| · · of · · of · · Preferred · · · Cash · · · of · · · Carrying · |
|---|
| State · · Property · · Investment · · Return · · · Portion · · · Beds · · · Value · |
|---|
| Texas | | SNF | | Senior Loan | (1) | 9.2% | | 9.2% | | 104 | | $12,558 | (1) |
|---|
| (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%. During the three months ended March 31, 2026, the operator provided notice of its intent to pay off this mortgage loan. Subsequent to March 31, 2026, the mortgage loan was paid off. |
Additionally, we hadtwo preferred equity investments that also met the accounting criteria to be considered a VIE based on the same factors discussed above for the ADC loan. During 2025, both preferred equity investments were redeemed. The following table summarizes income recognized, and cash interest received related to our investments in unconsolidated joint ventures during the three months ended March 31, 2026 and 2025*(in thousands):*
| | | | | | | | | | | | | |
|---|
| | | Type | | | | | | | | | | |
|---|
| | | of | | | Income | | | Cash Income | | | Non-cash | |
|---|
| Year | | Properties | | | Recognized | | | Earned | | | Income Accrued | |
|---|
| 2026 | | SNF | | | $295 | | | $295 | | | $— | |
| | | | | | | | | | | | | |
| 2025 | | SNF | | | $294 | | | $294 | | | $— | |
| | | SH (1) | | | 145 | (1) | | 145 | (1) | | — | |
| | | SH (2) | | | 3,226 | (2) | | 3,172 | (2) | | 54 | |
| Total | | | | | $3,665 | | | $3,611 | | | $54 | |
| (1) | During the fourth quarter of 2025, our preferred equity investment in the JV that owns a 109-unit SH in Washington was redeemed for $8,140, which included a 12.0% exit IRR of $1,800. |
| (2) | During the first quarter of 2025, our preferred equity investment in the JV that owns a 267-unit SH in Washington was redeemed for $15,962, which included a 13% exit IRR of $2,962. |
Notes receivable consist of working capital loans and a mezzanine loan. The following table summarizes our investments in notes receivable at March 31, 2026 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | | |
|---|
| Interest · · · · · · · Type of · · Gross · · · · · Type of · |
|---|
| Rate · · IRR · · · Maturity · · Loan · · Investment · · · # of loans · · Property · |
|---|
| 9.0% | | — | | | 2026 | | Working capital | | | $25 | | | 1 | | SH | |
| 8.0% | | 11.0% | | | 2027 | | Mezzanine | | | 25,000 | | | 1 | | SH | |
| 0.0% | | — | | | 2028 | | Working capital | | | 791 | | | 1 | | SNF | |
| Total | | | | | | | | | | $25,816 | (1) | | 3 | | | |
| (1) | Excludes the impact of credit loss reserve. |
The following table is a summary of our notes receivable components as of March 31, 2026 and December 31, 2025*(in thousands):*
| | | | | | |
|---|
| · At March 31, 2026 · · At December 31, 2025 |
|---|
| Mezzanine loans | | $25,000 | | | $25,000 |
|---|
| Working capital loans | | 816 | | | 874 |
|---|
| Notes receivable credit loss reserve | | (258) | | | (259) |
|---|
| Total notes receivable, net of credit loss reserve | | $25,558 | | | $25,615 |
|---|
The following table summarizes our notes receivable activity for the three months ended March 31, 2026 and 2025*(in thousands):*
| | | | | | | |
|---|
| · Three Months Ended March 31, · |
|---|
| | | 2026 | | | 2025 | |
|---|
| Principal payments received under notes receivable | | $(58) | | | $(238) | |
|---|
| Write-off of notes receivable | | — | | | (2,693) | (1) |
|---|
| Recovery of credit losses | | 1 | | | 29 | |
|---|
| Net decrease in notes receivable | | $(57) | | | $(2,902) | |
|---|
| (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. |
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 ourFinancing receivables,Mortgage loans receivable andNotes receivable line items on ourConsolidated 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 asFinancing receivables on ourConsolidated Balance Sheets. For more information regarding these transactions See Note 4.Financing Receivables above. At March 31, 2026, we had investments inthree JVs accounted for as financing receivables that owned 28 properties intwo states. In addition to owning the properties through our controlling interests in the JVs, generally, these leases provide one or more of the following: security deposits, property tax impounds, repair and maintenance escrows and other credit enhancements such as corporate or personal guarantees or letters of credit.
Mortgage loans. As part of our strategy of making investments in properties used in the provision of long-term health care services, we provided mortgage loan financing on such properties. At March 31, 2026, we hadnine mortgage loans secured by 26 properties infive states withsix 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.
Notes receivable. Our notes receivable consist of working capital notes and a mezzanine loan. Security for these notes can include all or a portion of the following credit enhancements: secured second mortgage, pledge of equity interests and personal/corporate guarantees.
The following table summarizes our financial instruments within the scope of ASC 326 by year of origination (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|
| · · · Year of origination (1) · · At March 31, 2026 |
|---|
| Investment Type: · · 2026 · · 2025 · · 2024 · · 2023 · · 2022 · · Prior · · Total · · Credit loss reserve |
|---|
| Financing receivables | | | $— | | | $— | | | $163,460 | | | $123,397 | | | $— | | | $— | | | $286,857 | | | $2,869 |
|---|
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|
| Mortgage loans receivable | | | $— | | | $96,729 | | | $14,310 | | | $28,493 | | | $— | | | $253,857 | | | $393,389 | | | $3,928 |
|---|
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|
| Mezzanine loans | | | $— | | | $— | | | $— | | | $— | | | $25,000 | | | $— | | | $25,000 | | | $250 |
|---|
| Working Capital loans | | | — | | | — | | | 25 | | | — | | | — | | | 791 | | | 816 | | | 8 |
|---|
| Total Notes Receivable | | | $— | | | $— | | | $25 | | | $— | | | $25,000 | | | $791 | | | $25,816 | | | $258 |
|---|
| (1) | Excludes paid-off loans. Additional funding, if any, is included in the year of the origination of the initial loan. |
We monitor the credit quality of our financial instruments through a variety of methods determined by the underlying collateral or other protective rights, operator’s payment history and other internal metrics. Our monitoring process includes periodic review of financial statements for each facility, scheduled property inspections and review of covenant compliance, industry conditions and current and future economic conditions. The future economic conditions are based on the economic data from the Federal Reserve and reasonable assumptions for the future economic trends.
In determining the “expected” credit loss reserves on these instruments, we utilize the probability of default and discounted cash flow methods. Further, we stress-test the results to reflect the impact of unknown adverse future events including recessions.
The expected credit losses related to our financial instruments that are within the scope of ASC 326 are as follows (in thousands):
| | | | | | | | | | | | | | |
|---|
| · · · · · Recovery · · Provision · · · |
|---|
| · · Balance · · · due to · · due to · · Balance · |
|---|
| · · at · · · Payoffs/ · · Originations/ · · at · |
|---|
| Description · · 12/31/2025 · · · Write-offs · · additional funding · · 3/31/2026 · |
|---|
| Credit Loss Reserve – Financing Receivables | | | $3,631 | | | $(765) | (1) | | $3 | | | $2,869 | |
|---|
| Credit Loss Reserve – Mortgage Loans Receivable | | | 3,849 | | | — | | | 79 | | | 3,928 | |
|---|
| Credit Loss Reserve – Notes Receivable | | | 259 | | | (1) | | | — | | | 258 | |
|---|
| (1) | Relates to the recovery of a credit loss reserve on a financing receivable as a result of the lessee’s exercise of sale of the underlying properties to the lessee during the three months ended March 31, 2026. |
We elected not to measure an allowance for expected credit losses on accrued interest receivable under the expected credit loss standard as we have a policy in place to reserve or write off accrued interest receivable in a timely manner through our quarterly review of the loan and property performance. Therefore, we elected the policy to write off accrued interest receivable by recognizing credit loss expense. As of March 31, 2026, the total balance of accrued interest receivable of $23,278,000 was not included in the measurement of expected credit loss. During the three months ended March 31, 2026, we wrote-off effective interest receivable of $198,000 previously recognized over the term of a financing receivable upon the sale of the underlying properties to the lessee. During the three months ended March 31, 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.Owned Real Properties.
| 9. | Prepaid Expenses and Other Assets |
The following is a summary of our prepaid expenses and other assets at March 31, 2026 and December 31, 2025 (in thousands):
| | | | | | | |
|---|
| · · March 31, 2026 · · December 31, 2025 |
|---|
| Intangible assets, net of accumulated amortization: 2026— $1,962; 2025— $1,789 | | | $6,347 | | | $6,520 |
|---|
| SHOP accounts receivable, net of credit loss reserve: 2026— $391; 2025— $304 | | | 4,404 | | | 3,130 |
|---|
| SHOP prepaid expenses and other assets | | | 3,413 | | | 2,399 |
|---|
| Right of use asset, net | | | 2,498 | | | 2,580 |
|---|
| Lease incentives | | | 2,394 | | | 2,525 |
|---|
| Real estate investments, prepaid expenses and other assets | | | 2,473 | | | 3,609 |
|---|
| Interest rate swap asset | | | 1,556 | | | 482 |
|---|
| Total | | | $23,085 | | | $21,245 |
|---|
We make estimates in allocating the purchase price of acquisitions to the various components of the acquisition based on the fair value of each component. For certain acquisitions, such components include in-place leases and other intangible assets. In the case of the value of in-place leases, we make estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during the hypothetical expected lease-up periods, market conditions and costs to execute similar leases. The following is a summary of the carrying amount of intangible assets as of March 31, 2026 and December 31, 2025*(in thousands)*:
| · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · March 31, 2026 · · December 31, 2025 |
|---|
| · · · · · · · Accumulated · · · · · · · · · · · Accumulated · · · · |
|---|
| Assets · · · Cost · · · · Amortization · · · · Net · · · Cost · · · · Amortization · · · · Net |
|---|
| In-place leases | | $28,602 | (1) | | $(8,849) | (2) | | $19,753 | | $24,098 | (1) | | $(7,772) | (2) | | $16,326 |
|---|
| Tax abatement intangible | | $8,309 | (3) | | $(1,962) | (3) | | $6,347 | | $8,309 | (3) | | $(1,789) | (3) | | $6,520 |
|---|
| (1) | Included in the Buildings and improvements line item in our Consolidated Balance Sheets. Increase relates to acquisition of a portfolio of three seniors housing communities during 2026 within our SHOP segment. See Note 3. Owned Real Properties for more information regarding our SHOP segment acquisitions. |
| (2) | Included in the Accumulated depreciation and amortization line item in our Consolidated Balance Sheets. |
| (3) | Included in the Prepaid expenses and other assets line item in our Consolidated Balance Sheets. |
The following table provides future amortization expenses related to the intangible assets at March 31, 2026 (in thousands):
| · · · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · · · · · · · · · · · · · · · · · · · · · · |
|---|
| · · · · · April-December · · · · · · · · · · · · · · · · · · |
|---|
| · · Total · · 2026 · · 2027 · · 2028 · · 2029 · · 2030 · · 2031 · · Thereafter |
|---|
| In-place leases (1) | | $19,753 | | | $3,198 | | $4,152 | | $3,819 | | $3,487 | | $2,944 | | $921 | | $1,232 |
|---|
| Tax abatement intangible (2) | | 6,347 | | | 519 | | 692 | | 692 | | 692 | | 692 | | 692 | | 2,368 |
|---|
| | | $26,100 | | | $3,717 | | $4,844 | | $4,511 | | $4,179 | | $3,636 | | $1,613 | | $3,600 |
|---|
| (1) | Recorded as amortization expense included in the Depreciation and amortization line item on our Consolidated Statements of Income. |
| (2) | Recorded as Triple-net lease property tax expense on our Consolidated Statements of Income. |
*Unsecured Credit Facility.*We had an unsecured credit agreement (the “Original Credit Agreement”) that provided for an aggregate commitment of the lenders of up to $525,000,000 comprising of a $425,000,000 revolving credit facility andtwo $50,000,000 term loans with maturities of November 19, 2025 and November 19, 2026 (the “Original Term Loans”). The Original Credit Agreement had a maturity date of November 19, 2026 and permitted us to request increases to the revolving credit facility and term loans commitments up to a total of $1,000,000 (the “Original Accordion”).
During the third quarter of 2025, we entered into a newfour-year unsecured credit agreement (the “Credit Agreement”) maturing in July 2029, to replace the Original Credit Agreement. The Credit Agreement increased the aggregate commitment on our revolving line of credit from $425,000,000 to $600,000,000 (the “Revolving Line of Credit”), provides for the opportunity to increase the total commitment to an aggregate $1,200,000,000 (the “Accordion”) and allows for aone-year extension option, subject to customary conditions. Material terms of the Credit Agreement remain unchanged. In connection with the Credit Agreement, the Original Term Loans were rolled into the Revolving Line of Credit. During the fourth quarter of 2025, we amended our Credit Agreement to increase the aggregate commitment of the lenders by $200,000,000 to a total of $800,000,000 through the exercise of the Accordion and established term loans totaling $200,000,000 (the “Term Loans”). The Term Loans consist of $50,000,000, $55,000,000, $55,000,000 and $40,000,000 borrowings, with contractual maturities ofthree, four, five andseven years, respectively.
Based on our leverage at March 31, 2026, the facility provides for interest annually at SOFR plus 110 basis points and a facility fee of 15 basis points.
Interest Rate Swap Agreements. In connection with entering into the Original Term Loans described above, we entered intotwo receive variable/pay fixed interest rate swap agreements with maturities of November 19, 2025 and November 19, 2026, respectively, that effectively locked in the forecasted interest payments on the Original Term Loans’ borrowings over their four andfive year terms of the loans. Additionally, during the fourth quarter of 2025, we entered into interest rate swaps with maturities ofthree, four, five andseven years, respectively (the “Interest Rate Swaps”) to effectively lock-in the forecasted interest payments on the Term Loans. The Interest Rate Swaps are considered cash flow hedges and are recorded on ourConsolidated Balance Sheets at fair value inPrepaid expenses and other assets, with cumulative changes in the fair value of these instruments recognized inAccumulated other comprehensive income (loss) on ourConsolidated Balance Sheets. During the three months ended March 31, 2026 and 2025, we recorded an increase of $1,074,000 and a decrease of $910,000 to the fair value of Interest Rate Swaps, respectively.
Information regarding our Interest Rate Swaps measured at fair value, which are classified as Level 2 of the fair value hierarchy, is presented below (dollar amounts in thousands):
| · · · · · · · · · · · · · · · · · · |
|---|
| · · · · · · · · · · Notional · · Fair Value at · |
|---|
| Date Entered | | Maturity Date | | Swap Rate | | Rate Index | | | Amount | | | March 31, 2026 | | | | December 31, 2025 | |
|---|
| November 2021 | | November 19, 2026 | | 2.46% | | 1-month SOFR | | $50,000 | (1) | $755 | | | $938 | | |
|---|
| December 2025 | | December 12, 2028 | | 4.61% | | SOFR with 5-day lookback | | | 25,000 | | | 103 | | | | (52) | |
|---|
| December 2025 | | December 12, 2028 | | 4.61% | | SOFR with 5-day lookback | | | 25,000 | | | 106 | | | | (55) | |
|---|
| December 2025 | | December 12, 2029 | | 4.65% | | SOFR with 5-day lookback | | | 55,000 | | | 214 | | | | (136) | |
|---|
| December 2025 | | December 12, 2030 | | 4.68% | | SOFR with 5-day lookback | | | 30,000 | | | 145 | | | | (45) | |
|---|
| December 2025 | | December 12, 2030 | | 4.72% | | SOFR with 5-day lookback | | | 25,000 | | | 85 | | | | (74) | |
|---|
| December 2025 | | December 12, 2032 | | 5.21% | | SOFR with 5-day lookback | | | 27,500 | | | 121 | | | | (45) | |
|---|
| December 2025 | | December 12, 2032 | | 5.25% | | SOFR with 5-day lookback | | | 12,500 | | | 27 | | | | (49) | |
|---|
| | | | | | | | | | $250,000 | | $1,556 | | | $482 | | |
|---|
| (1) | During the third quarter of 2025, the interest rate swap was rolled into the Revolving Line of Credit. |
*Senior Unsecured Notes.*We have senior unsecured notes held by institutional investors with interest rates ranging from 3.66% to 4.50%. The senior unsecured notes mature between 2026 and 2033.
The senior unsecured notes and the Credit Agreement contain financial covenants, which are measured quarterly, that require us to maintain, among other things:
| ● | a ratio of total indebtedness to total asset value not greater than 0.6 to 1.0; |
| ● | a ratio of secured debt to total asset value not greater than 0.35 to 1.0; |
| ● | a ratio of unsecured debt to the value of the unencumbered asset value not greater than 0.6 to 1.0; and |
| ● | a ratio of EBITDA, as calculated in the debt obligation, to fixed charges not less than 1.50 to 1.0. |
At March 31, 2026, we were in compliance with all applicable financial covenants. These debt obligations also contain additional customary covenants and events of default that are subject to a number of important and significant limitations, qualifications and exceptions.
The following table sets forth information regarding debt obligations by component as of March 31, 2026 and December 31, 2025 (dollar amounts in thousands):
| | | | | | | | | | | | | | | | |
|---|
| · · · · At March 31, 2026 · · At December 31, 2025 · |
|---|
| · · Applicable · · · · Available · · · · Available · |
|---|
| · · Interest · · Outstanding · · for · · Outstanding · · for · |
|---|
| Debt Obligations · · Rate (1) · · Balance · · Borrowing · · Balance · · Borrowing · |
|---|
| Revolving line of credit (2) | | 4.39% | | | $282,963 | | | $317,037 | | | $252,863 | | | $347,137 | |
|---|
| Term loans, net of debt issue costs | | 4.87% | | | 198,315 | | | — | | | 198,213 | | | — | |
|---|
| Senior unsecured notes, net of debt issue costs | | 4.11% | | | 386,145 | | | — | | | 391,105 | | | — | |
|---|
| Total | | 4.38% | | | $867,423 | | | $317,037 | | | $842,181 | | | $347,137 | |
|---|
| (1) | Represents weighted average interest rate as of March 31, 2026. |
| (2) | Subsequent to March 31, 2026, we repaid $56,000 under our unsecured revolving line of credit. Accordingly, we have $226,963 outstanding and $373,037 available for borrowing under our unsecured revolving line of credit as of May 6, 2026. |
During the three months ended March 31, 2026 and 2025, our debt borrowings and repayments were as follows (in thousands):
| | | | | | | | | | | | | | |
|---|
| · · Three Months Ended March 31, · |
|---|
| · · 2026 · · 2025 · |
|---|
| Debt Obligations · · · Borrowings · · · Repayments · · Borrowings · · Repayments · |
|---|
| Revolving line of credit | | | $119,000 | | | $(88,900) | (1) | | $15,000 | | | $(10,500) | |
|---|
| Senior unsecured notes | | | — | | | (5,000) | | | — | | | (7,000) | |
|---|
| Total | | | $119,000 | | | $(93,900) | | | $15,000 | | | $(17,500) | |
|---|
| (1) | Subsequent to March 31, 2026, we repaid $56,000 under our unsecured revolving line of credit. Accordingly, we have $226,963 outstanding and $373,037 available for borrowing under our unsecured revolving line of credit as of May 6, 2026. |
| 12. | Accrued Expenses and Other Liabilities |
The following is a summary of our accrued expenses and other liabilities at March 31, 2026 and December 31, 2025 (in thousands):
| | | | | | | |
|---|
| · · March 31, 2026 · · December 31, 2025 |
|---|
| Impounds | | | $12,831 | | | $14,627 |
|---|
| SHOP liabilities | | | 11,303 | | | 8,734 |
|---|
| Property tax liability | | | 6,955 | | | 7,125 |
|---|
| Maintenance and repair reserves | | | 5,865 | | | 6,152 |
|---|
| Accounts payable and other accrued liabilities | | | 3,843 | | | 7,584 |
|---|
| Lease liabilities | | | 2,498 | | | 2,580 |
|---|
| SHOP deferred revenue | | | 2,479 | | | 2,115 |
|---|
| Deferred commitments | | | 1,256 | | | 3,171 |
|---|
| Security deposits | | | 1,165 | | | 1,601 |
|---|
| Total | | | $48,195 | | | $53,689 |
|---|
10.
Non-controlling Interests.We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on ourConsolidated Balance Sheets.
As of March 31, 2026, we have the following consolidated VIEs*(in thousands):*
| | | | | | | | | | | | | | |
|---|
| | | | | | | | | | Gross | | | | |
|---|
| Investment | | | | Property | | | | | Consolidated | | | Non-Controlling | |
|---|
| Year | | Purpose | | Type | | State | | | Assets (1) | | | Interests | |
|---|
| 2024 | | Own real estate | | SH | | NC/SC | | | $122,460 | | | $58,010 | |
| 2024 | | Own real estate | | SH | | NC | | | 41,000 | | | 3,015 | |
| 2023 | | Own real estate | | SH | | OH | | | 54,942 | | | 9,134 | |
| 2023 | | Own real estate | | SH | | NC | | | 123,397 | | | 2,916 | |
| Total | | | | | | | | | $341,799 | | | $73,075 | |
| (1) | Includes the total real estate investments and excludes intangible assets. |
During the three months ended March 31, 2026, a lessee, which was also our joint venture partner in a VIE for which we were the primary beneficiary, exercised its purchase option and acquired three skilled nursing centers owned by the JV. The centers have a total of 299 beds and are located in Florida
with an aggregate gross book value of $76,545,000. Our JV partner’s non-controlling interest contribution was $14,325,000. As a result, this VIE is not listed in the table above.
*Common Stock.*We have an equity distribution agreement (the “Equity Distribution Agreement”) to offer and sell, from time to time, up to $400,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreement provides for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.
During the three months ended March 31, 2026, we sold 1,145,565 shares of common stock for $43,412,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $550,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received. At March 31, 2026, we had $244,548,000 available under the Equity Distribution Agreement. Subsequent to March 31, 2026, we sold 1,402,933 shares of common stock for $51,917,000 in net proceeds under our Equity Distribution Agreement. Accordingly, as of May 6, 2026, we have $192,353,000 available under the Equity Distribution Agreement.
During the three months ended March 31, 2025, we sold 238,100 shares of common stock for $8,485,000 in net proceeds under our Equity Distribution Agreement. In conjunction with the sale of common stock, we incurred $74,000 of costs associated with this agreement, which have been recorded in additional paid in capital as a reduction of proceeds received.
During the three months ended March 31, 2026 and 2025, we acquired 149,745 and 138,010, respectively, shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires in November 2027.
Distributions. We declared and paid the following cash dividends*(in thousands)*:
| · · · · · · · · · · · · · |
|---|
| · · Three Months Ended March 31, |
|---|
| · · 2026 · · 2025 · |
|---|
| | | Declared | | Paid | | Declared | | Paid | |
|---|
| Common Stock (1) | | $29,171 | (2) | $29,171 | (2) | $27,259 | (3) | $27,259 | (3) |
|---|
| (1) | Represents $0.19 per share per month for the three months ended March 31, 2026 and 2025. |
| (2) | Includes $1,301 of distribution related to vesting of the performance-based stock units. |
| (3) | Includes $1,236 of distribution related to vesting of the performance-based stock units. |
In April 2026, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29 and June 30, 2026, respectively, to stockholders of record on April 22, May 21, and June 22, 2026, 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, lessone share for everyone 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.
The following table summarizes our restricted stock activity for the three months ended March 31, 2026 and 2025*:*
| · · · · · · · · · · · · · |
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| · · Three Months Ended March 31, |
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| · · Shares · · Weighted Average Price · |
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| · · 2026 · · 2025 · · 2026 · · 2025 · |
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| Outstanding, January 1 | | | 270,701 | | | 301,209 | | $33.75 | | $33.18 | |
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| Granted | | | 129,984 | | | 113,790 | | $38.92 | | $34.88 | |
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| Vested | | | (125,176) | | | (136,292) | | $33.98 | | $34.18 | |
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| Outstanding, March 31 | | | 275,509 | | | 278,707 | | $36.09 | | $33.63 | |
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During the three months ended March 31, 2026 and 2025,170,827 and 163,221 performance-based stock units vested, respectively.
During the three months ended March 31, 2026 and 2025, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:
| | | | | | | | | | | |
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| · · · · Grant Date · · · · · |
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| · · · · Fair Value · · · · · |
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| · · No. of · · per · · · · · |
|---|
| Year · · Shares/Units · · Share · · Reward Type · · Vesting Period · |
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| 2026 | | 129,984 | | | $38.92 | | Restricted stock | | ratably over 3 years | |
| | | 62,247 | | | $36.63 | | Performance-based stock units | | TSR targets (1) | |
| | | 55,870 | | | $40.81 | | Performance-based stock units | | TSR targets (2) | |
| | | 248,101 | | | | | | | | |
| | | | | | | | | | | |
| 2025 | | 113,790 | | | $34.88 | | Restricted stock | | ratably over 3 years | |
| | | 52,666 | | | $33.37 | | Performance-based stock units | | TSR targets (1) | |
| | | 48,535 | | | $36.21 | | Performance-based stock units | | TSR targets (2) | |
| | | 214,991 | | | | | | | | |
| | | | | | | | | | | |
| (1) | Vesting is based on achieving certain total shareholder return (“TSR”) targets in three years. |
| (2) | Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in three years. |
Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, 2026 and 2025 was$2,064,000 and$2,253,000, respectively. 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):*
| | | | |
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| · · Remaining |
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| · · Compensation |
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| Vesting Date · · Expense |
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| April-December 2026 | | | $6,495 |
| 2027 | | | 6,105 |
| 2028 | | | 3,529 |
| 2029 | | | 534 |
| Total | | | $16,663 |
| 14. | Commitments and Contingencies |
At March 31, 2026, we had commitments as follows*(in thousands):*
| | | | | | | | | | | | | |
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| · · · · · · · · Total · · · |
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| · · Investment · · 2026 · · Commitment · · Remaining |
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| · · Commitment · · Funding · · Funded · · Commitment |
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| Triple-Net Portfolio | | | $2,919 | (1) | | $— | | | $2,239 | | | $680 |
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| SHOP | | | 9,545 | | | 1,493 | | | 1,493 | | | 8,052 |
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| Subtotal: owned real properties (Note 3. Owned Real Property Investments) | | | 12,464 | | | 1,493 | | | 3,732 | | | 8,732 |
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| Financing receivables (Note 4. Financing Receivables) | | | 2,250 | | | 315 | | | 1,979 | | | 271 |
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| Accrued incentives and earn-out liabilities | | | 3,000 | (2) | | — | | | — | | | 3,000 |
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| Mortgage loans (Note 5. Mortgage Loan Receivables) | | | 67,770 | (3) | | 7,553 | | | 33,081 | | | 34,689 |
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| Notes receivable (Note 7. Notes Receivable) | | | 560 | (4) | | — | | | 25 | | | 535 |
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| Total | | | $86,044 | | | $9,361 | | | $38,817 | | | $47,227 |
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| (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. Owned Real Properties. |
| (3) | Represents $45,620 related to two construction loans, $19,950 of contingent commitments available upon the borrower achieving certain coverage ratios, and $2,200 of other commitments. |
| (4) | 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. SeeNote 3. Owned Real Properties for a table summarizing information about our purchase options.
We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and 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.
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):
| | | | | | | | |
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| · · Three Months Ended · |
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| · · March 31, · |
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| · · 2026 · · 2025 · |
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| Net income | | | $24,956 | | | $22,221 | |
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| Less income allocated to non-controlling interests | | | (1,363) | | | (1,541) | |
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| Less non-forfeitable dividends on participating securities | | | (156) | | | (163) | |
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| Net income available to common stockholders–basic and diluted | | | 23,437 | | | 20,517 | |
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| | | | | | | | |
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| Shares for basic net income per share | | | 48,543 | | | 45,333 | |
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| Effect of dilutive securities: | | | | | | | |
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| Performance-based stock units | | | 426 | | | 350 | |
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| Total effect of dilutive securities | | | 426 | | | 350 | |
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| Shares for diluted net income per share | | | 48,969 | | | 45,683 | |
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| | | | | | | | |
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| Basic net income per share | | | $0.48 | | | $0.45 | |
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| Diluted net income per share | | | $0.48 | | | $0.45 | |
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| 16. | Fair Value Measurements |
In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities.
The carrying amount of cash and cash equivalents approximates their fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and estimated fair value of our financial instruments as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
| | | | | | | | | | | | | | |
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| · · At March 31, 2026 · · At December 31, 2025 · |
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| · · Carrying · · Fair · · Carrying · · Fair · |
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| · · Value · · Value · · Value · · Value · |
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| Financing receivables, net of credit loss reserve | | | $283,988 | | | $291,083 | (1) | | $359,457 | | | $367,986 | (1) |
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| Mortgage loans receivable, net of credit loss reserve | | | 389,461 | | | 471,486 | (2) | | 381,662 | | | 462,312 | (2) |
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| Notes receivable, net of credit loss reserve | | | 25,558 | | | 29,577 | (3) | | 25,615 | | | 29,576 | (3) |
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| Revolving line of credit | | | 282,963 | | | 282,963 | (4) | | 252,863 | | | 252,863 | (4) |
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| Term loans, net of debt issue costs | | | 198,315 | | | 198,315 | (4) | | 198,213 | | | 198,213 | (4) |
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| Senior unsecured notes, net of debt issue costs | | | 386,145 | | | 362,853 | (5) | | 391,105 | | | 372,511 | (5) |
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| (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 was 7.5% for both March 31, 2026 and December 31, 2025. |
| (2) | Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable was 8.8% for both March 31, 2026 and December 31, 2025. |
| (3) | Our investments in notes receivable are classified as Level 3. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash flows of the notes receivable at March 31, 2026 and December 31, 2025 was 7.8% and 7.7%, respectively. |
| (4) | Our revolving line of credit and term loans bear interest at a variable interest rate. The estimated fair value of our revolving line of credit and term loans approximated their carrying values at March 31, 2026 and December 31, 2025 based upon prevailing market interest rates for similar debt arrangements. |
| (5) | Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At March 31, 2026, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.75% for those maturing before 2030 and 6.0% for those maturing at or beyond 2030. At December 31, 2025, the discount rate used to value our future cash outflow of our senior unsecured notes was 5.25% for those maturing before year 2030 and 5.50% for those maturing at or beyond year 2030. |
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:
| ii. | identify and analyze our potential business components; |
| iii. | identify our operating segments; and |
| iv. | determine whether there are multiple operating segments requiring presentation as separate reportable segments. |
During the three months ended March 31, 2026 and 2025, the CODM has been collectively identified as our Executive Chairman and Co-CEOs, who share the responsibility for allocating resources and assessing segment performance.
During the second quarter of 2025, we began utilizing the RIDEA structure and established our SHOP segment. Accordingly, we conduct and manage our business astwo 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 seeItem 2. Non-GAAP Financial Measures. Summary information by reportable segment for the three months ended March 31, 2026 is as follows*(unaudited, in thousands):*
| | | | | | | | | | | | | |
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| · · Three Months Ended March 31, 2026 |
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| · · Real estate · · · · · Non-segment · · · |
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| · · investment portfolio · · SHOP · · /corporate · · Total |
|---|
| Revenues: | | | | | | | | | | | | |
|---|
| Rental income | | | $26,339 | | | $— | | | $— | | | $26,339 |
|---|
| Resident fees and services | | | — | | | 49,585 | | | — | | | 49,585 |
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| Interest income from financing receivables | | | 8,255 | | | — | | | — | | | 8,255 |
|---|
| Interest income from mortgage loans | | | 10,229 | | | — | | | — | | | 10,229 |
|---|
| Interest and other income | | | 639 | | | — | | | 364 | | | 1,003 |
|---|
| Total revenues | | | 45,462 | | | 49,585 | | | 364 | | | 95,411 |
|---|
| | | | | | | | | | | | | |
|---|
| Income from unconsolidated joint ventures | | | 295 | | | — | | | — | | | 295 |
|---|
| Property level expenses | | | (2,394) | | | (36,889) | | | — | | | (39,283) |
|---|
| NOI | | | 43,363 | | | 12,696 | | | 364 | | | 56,423 |
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| Interest expense | | | | | | | | | | | | (10,782) |
|---|
| Depreciation and amortization | | | | | | | | | | | | (11,979) |
|---|
| Recovery for credit losses | | | | | | | | | | | | 684 |
|---|
| Transaction costs | | | | | | | | | | | | (688) |
|---|
| General and administrative expenses | | | | | | | | | | | | (8,582) |
|---|
| Loss on sale of real estate, net | | | | | | | | | | | | (10) |
|---|
| Income tax provision | | | | | | | | | | | | (110) |
|---|
| Net income | | | | | | | | | | | | $24,956 |
|---|
During the three months ended March 31, 2025, we operated underone reportable segment. Summary information by reportable segment for the three months ended March 31, 2025 is as follows (unaudited, in thousands):
| | | | | | | | | | | | | |
|---|
| · · Three Months Ended March 31, 2025 |
|---|
| · · Real estate · · · · · Non-segment · · · |
|---|
| · · investment portfolio · · SHOP · · /corporate · · Total |
|---|
| Revenues: | | | | | | | | | | | | |
|---|
| Rental income | | | $31,444 | | | $— | | | $— | | | $31,444 |
|---|
| Resident fees and services | | | — | | | — | | | — | | | — |
|---|
| Interest income from financing receivables | | | 7,002 | | | — | | | — | | | 7,002 |
|---|
| Interest income from mortgage loans | | | 9,179 | | | — | | | — | | | 9,179 |
|---|
| Interest and other income | | | 1,227 | | | — | | | 179 | | | 1,406 |
|---|
| Total revenues | | | 48,852 | | | — | | | 179 | | | 49,031 |
|---|
| | | | | | | | | | | | | |
|---|
| Income from unconsolidated joint ventures | | | 3,665 | | | — | | | — | | | 3,665 |
|---|
| Property level expenses | | | (3,107) | | | — | | | — | | | (3,107) |
|---|
| NOI | | | 49,410 | | | — | | | 179 | | | 49,589 |
|---|
| Expenses: | | | | | | | | | | | | |
|---|
| Interest expense | | | | | | | | | | | | (7,913) |
|---|
| Depreciation and amortization | | | | | | | | | | | | (9,162) |
|---|
| Transaction costs | | | | | | | | | | | | (441) |
|---|
| Provision for credit losses | | | | | | | | | | | | (3,052) |
|---|
| General and administrative expenses | | | | | | | | | | | | (6,971) |
|---|
| Gain on sale of real estate, net | | | | | | | | | | | | 171 |
|---|
| Income tax benefit | | | | | | | | | | | | — |
|---|
| Net income | | | | | | | | | | | | $22,221 |
|---|
Total assets by reportable business segment and segment-level significant expense categories are not disclosed as our CODM is not provided with such information to evaluate business performance and allocate resources.
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 ourConsolidated Statements of Income and are subject to federal, state and local income taxes. Our provision for income taxes for the three months ended March 31, 2026, was an expense of $110,000. At March 31, 2026, our deferred income tax assets and deferred income tax liabilities with respect to our TRS entity were $198,000 and $0, respectively.
Subsequent to March 31, 2026, the following events occurred:
Real Estate. We acquired a 61-unit seniors housing community within our SHOP segment in Illinois for $9,205,000. In conjunction with the acquisition, we entered into a management agreement with an operator new to us. Additionally, we terminated a triple-net master lease and convertedtwo seniors housing communities covered under the master lease to our SHOP segment. Upon conversion, we entered into a management agreement with another operator, also new to us. The communities are located in Georgia and South Carolina with a total of 159 units and an aggregate gross book value of $32,361,000.
*Unconsolidated Joint Ventures.*A $12,558,000 mortgage loan receivable which was accounted for as an unconsolidated joint venture was paid off. The mortgage loan was secured by first mortgage on a 104-bed skilled nursing center in Texas.
Debt. We repaid$56,000,000 under our unsecured revolving line of credit. Accordingly, as of May 6, 2026, we have $226,963,000 outstanding and $373,037,000 available for borrowing under our unsecured revolving line of credit.
Equity: We sold 1,402,933 shares of common stock for $51,917,000 in net proceeds under our Equity Distribution Agreements. Accordingly, as of May 6, 2026, we have $192,353,000 available under our Equity Distribution Agreements.
Additionally, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2026, payable on April 30, May 29 and June 30, 2026, respectively to stockholders of record on April 22, May 21, and June 22, 2026, respectively.