CareTrust REIT, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
CTRE$38.21+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001628280-25-021524
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001628280-25-038321
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 114 previous paragraphs and 128 current paragraphs.
51 unchanged; 50 reworded; 25 added; 9 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
The Acquisition
Current report
On May 8, 2025, we closed our acquisition (the “Care REIT Acquisition”) of Care REIT plc (“Care REIT” or “Target”). In connection with this acquisition, on June 30, 2025, we also acquired substantially all of the assets of Impact Health Partners LLP, the investment manager of Care REIT (together with the Care REIT Acquisition, the “Acquisition”). We treat these acquisitions as a single transaction as they were entered into in contemplation of one another and were intended to achieve an overall economic effect.
Current report
The Care REIT Acquisition was implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act of 2006. Under the terms of the Scheme, Care REIT stockholders received 108 pence in cash per share, totaling approximately $595.4 million. At closing, we also assumed Care REIT’s liabilities of approximately $290.9 million. In addition, we paid the partners of Impact Health Partners LLP approximately $6.8 million for substantially all of Impact Health Partners LLP’s assets.
Current report
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”), a comprehensive budget reconciliation package reshaping federal policy across numerous sectors of the American economy, including taxation, healthcare, social safety nets, immigration, and education.
Current report
The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and other changes to the Internal Revenue Code of 1986, as amended (the “Code”) that affect REITs and their investors. For instance, for taxable years beginning on or after January 1, 2026, the OBBBA modifies the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (previously 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries. Additionally, the OBBBA permanently extends the Code Section 199A pass-through qualified business income deduction. This allows certain individuals, trusts, and estates to continue deducting 20% of their qualified business income, including qualified REIT dividends.
Current report
The OBBBA also introduced sweeping changes to healthcare policy and funding in the U.S. which may affect our industry in ways we cannot yet predict. Notably, however, the bill did not include previously proposed cuts to Medicaid reimbursement rates for SNFs, which is expected to provide continued stability for many of our tenants, particularly those operating in states with high Medicaid census. While the long-term impact of the legislation will depend on subsequent rule making and state-level implementation, we believe the bill’s passage reduces near-term reimbursement risk and supports the financial health of our operator base. We continue to monitor regulatory developments closely and remain engaged with our tenants to assess the operational and financial implications of this and other legislative actions.
Current report
(5)Represents U.K. Care Homes acquired in connection with the Acquisition. See Note 3, Acquisitions, for additional information. On July 31, 2025, the Company swapped 10 U.K. Care Homes for six U.K. Care Homes and received $2.9 million in cash before selling costs. The amounts shown above are inclusive of this asset swap. See Note 16, Subsequent Events, for additional information.
Current report
(6)Includes two multi-service campuses held through joint ventures. See Note 4, Real Estate Investments, Net, Note 13, Variable Interest Entities, and Note 16, Subsequent Events, for additional information.
Current report
Financing Activity
Current report
On May 30, 2025, the Operating Partnership entered into a first amendment to the Third Amended Credit Agreement (the “First Amendment to the Third Amended Credit Agreement”). The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $500.0 million in addition to the Third Amended Revolving Facility.
Current report
Subsequent to June 30, 2025, we paid off the entire outstanding balance of the secured notes payable. We also paid off and terminated the secured revolving credit facilities, which were assumed in connection with the Acquisition. In connection with the payoff of the secured revolving credit facilities, we settled the outstanding interest rate caps. We funded the payoffs with cash on hand and $65.0 million in net borrowings under the Third Amended Revolving Facility.
Current report
On July 10, 2025, we entered into two interest rate swaps, with a notional amount of $250.0 million each, to hedge the variable cash flows associated with the Term Loan Facility. The interest rate swaps convert the Term Loan Facility’s Term SOFR rate to an effective fixed interest rate of 3.5%. Our objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the term of the agreements without exchange of the underlying notional amount.
Current report
(2) Net sales proceeds for the six months ended June 30, 2024 includes $1.0 million of seller financing in connection with the sale of one ALF in January 2024.
Current report
Interest income from financing receivable. Interest income from financing receivable did not change significantly during the quarter ended June 30, 2025 compared to the quarter ended March 31, 2025.
Current report
Gain on foreign currency transaction. During the three months ended June 30, 2025, we recorded a $4.4 million foreign currency gain on cash paid to Care REIT shareholders in connection with the Care REIT Acquisition.
Current report
Income tax expense. During the three months ended June 30, 2025, we recorded a $1.0 million income tax expense related to foreign withholding taxes related to taxable income in the U.K.
Current report
Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests did not change significantly during the quarter ended June 30, 2025 compared to the quarter ended March 31, 2025.
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024:
Current report
(1)Other changes in interest expense generally relate to changes to loan fee amortization.
Current report
Gain on foreign currency transaction. During the six months ended June 30, 2025, we recorded a $4.4 million foreign currency gain on cash paid to Care REIT shareholders in connection with the Care REIT Acquisition.
Current report
Income tax expense. During the six months ended June 30, 2025, we recorded a $1.0 million income tax expense related to foreign withholding taxes related to taxable income in the U.K.
Current report
On May 30, 2025, we entered into the First Amendment to the Third Amended Credit Agreement. The First Amendment to the Third Amended Credit Agreement provides for an unsecured term loan facility (the “Term Loan Facility”) with term loan commitments in an aggregate principal amount of $500.0 million in addition to the Third Amended Revolving Facility.
Current report
Debt assumed in connection with the Acquisition
Current report
On May 8, 2025, we closed the Care REIT Acquisition, by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act of 2006, and assumed Care REIT’s liabilities of approximately $290.9 million. The borrowings included three secured revolving credit facilities totaling an aggregate principal amount of approximately $240 million, of which approximately $159 million of borrowings was outstanding as of June 30, 2025. The secured revolving credit facilities had maturity dates ranging between April 2026 and December 2029. The borrowings also included approximately $51 million aggregate principal amount of 2.93% secured notes payable due December 2035 and approximately $52 million aggregate principal amount of 3.00% secured notes payable due June 2035. On July 8, 2025, the secured notes payable were fully paid off. In addition, on July 31, 2025, the secured revolving credit facilities were fully paid off and related outstanding interest rate caps were settled. See Note 8, Debt, and Note 16, Subsequent Events, to our condensed consolidated financial statements included in this report for further information about the debt assumed in connection with the Acquisition and our repayment of this indebtedness.
Current report
As of June 30, 2025, we were in compliance with all applicable financial covenants under the borrowings assumed from the Acquisition.
Removed paragraphs (9)
Previous report
Planned Acquisition
Previous report
On March 11, 2025, the Company announced (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) a firm intention to make a cash offer (the “Offer”) to acquire (the “Acquisition”), through its wholly-owned direct subsidiary, CR United Bidco Limited (“Bidco”), the entire issued and to be issued ordinary share capital (other than Scheme Restricted Shares (as defined in the Rule 2.7 Announcement)) of Care REIT plc (“Target”). Target is a UK-based real estate investment trust listed on the Main Market of the London Stock Exchange focused on investment in care homes throughout the United Kingdom. The Acquisition is intended to be effected by means of a scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006.
Previous report
Under the terms of the Scheme, Target shareholders, other than any Sanctions Disqualified Shareholders (as defined in the Rule 2.7 Announcement) will be entitled to receive 108 pence in cash for each Target share they hold, which values the Target’s existing issued and to be issued ordinary share capital at approximately $597 million, and, together with the assumption of Target’s net debt of approximately $259 million, represents a total purchase price of approximately $856 million. Payments will be in Great British Pounds but are expressed in US dollars based on the exchange rate of 0.7501 GBP to 1.00 USD on April 30, 2025.
Previous report
The transaction has been unanimously approved by the boards of directors of both the Company and Target and has also been approved by the requisite majorities of Target shareholders at the Target shareholder meetings convened to approve it. Completion of the acquisition is further conditioned on (i) sanction of the Scheme by the High Court of Justice of England and Wales and (ii) other customary conditions (the “Conditions”). The Offer is subject to termination if not completed by 11:59 pm (London time) on July 9, 2025 (or such later date (if any) as the Company and Target may agree with the consent of the United Kingdom Panel on Takeovers and Mergers and as the Court may approve (if such approval(s) is/are required)).
Previous report
Subject to the satisfaction or waiver of the Conditions, it is expected that the Acquisition will be completed in May 2025.
Previous report
(5)Includes one multi-service campus held through a joint venture.
Previous report
Impairment of real estate investments. During the three months ended December 31, 2024, we recognized impairment charges of $5.4 million related to properties we plan to sell or repurpose or have sold. No impairment charges were recognized during the three months ended March 31, 2025.
Previous report
Provision for loan losses, net. During the three months ended December 31, 2024, we recorded a $4.9 million expected credit loss related to one other loan receivable with a principal balance of $4.9 million that has been placed on non-accrual status. No provision for loan losses was recognized during the three months ended March 31, 2025.
Previous report
In addition, in connection with our planned acquisition of Care REIT plc, we expect to pay an aggregate of approximately$597 million in cash to the Target shareholders, other than any Sanctions Disqualified Shareholders (as defined in the Rule 2.7 Announcement). We have deposited $606.0 million in an escrow account to be used to satisfy the purchase consideration in connection with planned acquisition, which is classified as restricted cash on our condensed consolidated balance sheet as of March 31, 2025. In connection with the planned acquisition, we would also assume Target’s net debt of approximately $259 million.
Reworded paragraphs (50)
Previous wording
Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the possibility of an offer or firm intention to make an offer for Care REIT plc by any third party; (ii) our ability to complete the acquisition of Care REIT, integrate its operations and achieve the benefits expected to result from the acquisition; (iii) the ability and willingness of our tenants and borrowers to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iv) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect; (v) the impact of healthcare reform legislation, including minimum staffing level requirements, on the operating results and financial conditions of our tenants and borrowers; (vi) the ability of our tenants and borrowers to comply with applicable laws, rules and regulations in the operation of the properties we lease to them or finance; (vii) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (viii) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants on favorable terms; (ix) the ability to generate sufficient cash flows to service our outstanding indebtedness; (x) access to debt and equity capital markets; (xi) fluctuating interest rates; (xii) the impact of public health crises, including significant COVID-19 outbreaks as well as other pandemics or epidemics; (xiii) the ability to retain our key management personnel; (xiv) the ability to maintain our status as a real estate investment trust…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s)” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability and willingness of our tenants and borrowers to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect; (iii) the impact of healthcare reform legislation, including potential minimum staffing level requirements, on the operating results and financial conditions of our tenants and borrowers; (iv) the ability of our tenants and borrowers to comply with applicable laws, rules and regulations in the operation of the properties we lease to them or finance; (v) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) may not be realized, and we will be subject to additional risks from our investment in Care REIT and any other international investments; (vi) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (vii) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants on favorable terms; (viii) the ability to generate sufficient cash flows to service our outstanding indebtedness; (ix) access to debt and equity capital markets; (x) fluctuating interest and currency rates; (xi) the impact of public health crises, including significant COVID-19 outbreaks as well as other pandemics or epidemics; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiv) ch…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
CareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, financing, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. As of March 31, 2025, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators 255 skilled nursing facilities (“SNFs”), multi-service campuses, assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 27,672 operational beds and units located in 32 states with the highest concentration of properties by rental income located in California, Texas and Tennessee. As of March 31, 2025, we also had other real estate related investments consisting of three preferred equity investments, 15 real estate secured loans receivable and five mezzanine loans receivable with a carrying value of $799.8 million and one financing receivable with a carrying value of $96.6 million.
Current wording
CareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, financing, development and leasing of skilled nursing, seniors housing and other healthcare-related properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). As of June 30, 2025, we owned, directly or indirectly in consolidated joint ventures, and leased to independent operators 400 skilled nursing facilities (“SNFs”), multi-service campuses, U.K. care homes, assisted living facilities (“ALFs”) and independent living facilities (“ILFs”) consisting of 36,162 operational beds and units located in 32 states and the U.K. with the highest concentration of properties by rental income located in California, Texas, the U.K. and Tennessee. As of June 30, 2025, we also had other real estate related investments consisting of four preferred equity investments, 14 real estate secured loans receivable and five mezzanine loans receivable with a carrying value of $840.9 million and one financing receivable with a carrying value of $97.3 million.
Previous wording
Recent macroeconomic conditions, particularly market uncertainty, declining consumer sentiment, inflation (including higher supply costs and shortages), elevated interest rates and related changes to consumer spending, has adversely impacted and could continue to adversely impact our tenants’ ability to meet some of their financial obligations to us. Higher interest rates and market volatility have also increased our costs of capital to finance acquisitions and increased our borrowing costs. We continue to monitor changes in the interest rate environment and the effect of changing rates on our business. In addition, current macroeconomic conditions and the resulting market volatility may adversely impact our ability to sell properties on acceptable terms, if at all, which could result in additional impairment charges.
Current wording
Recent macroeconomic conditions, particularly market uncertainty, immigration restrictions and changes to immigration enforcement policy, changes to the U.S. healthcare system, declining consumer sentiment, inflation (including higher supply costs and shortages), effects of global tariffs, elevated interest rates and related changes to consumer spending, has adversely impacted and could continue to adversely impact our tenants’ ability to meet some of their financial obligations to us. Higher interest rates and market volatility have also increased our costs of capital to finance acquisitions and increased our borrowing costs. We continue to monitor changes in the interest rate environment and the effect of changing rates on our business. In addition, current macroeconomic conditions and the resulting market volatility may adversely impact our ability to sell properties on acceptable terms, if at all, which could result in additional impairment charges.
Previous wording
As a result of impacts experienced by our operators due to recent market trends and uncertainties, the ability of some of our tenants and borrowers to meet their financial obligations to us in full has been negatively impacted. From time to time in the past, we have taken actions to reposition one or more properties with a replacement tenant or sell the property and, in certain cases, we have also restructured tenants’ long-term obligations. See “Impairment of Real Estate Assets, Assets Held for Sale and Asset Sales” below. During the three months ended March 31, 2025, we collected 99.2% of contractual rents and interest due from our operators and borrowers excluding cash deposits. In the event our tenants or borrowers are unable to satisfy their obligations to us and we are unable to effect these actions on terms that are as favorable to us as those currently in place, our rental and interest income would be adversely impacted and we may incur additional expenses or obligations and be required to recognize additional impairment charges or fair value adjustments.
Current wording
As a result of impacts experienced by our operators due to recent market trends and uncertainties, the ability of some of our tenants and borrowers to meet their financial obligations to us in full has been negatively impacted. From time to time in the past, we have taken actions to reposition one or more properties with a replacement tenant or sell the property and, in certain cases, we have also restructured tenants’ long-term obligations. See “Impairment of Real Estate Assets, Assets Held for Sale and Asset Sales” below. During the three months ended June 30, 2025, we collected 99.7% of contractual rents and interest due from our operators and borrowers excluding cash deposits. In the event our tenants or borrowers are unable to satisfy their obligations to us and we are unable to effect these actions on terms that are as favorable to us as those currently in place, our rental and interest income would be adversely impacted and we may incur additional expenses or obligations and be required to recognize additional impairment charges or fair value adjustments.
Previous wording
(2)Initial annual cash rent represents initial cash rent for the first twelve months.
Current wording
(2)Initial annual cash rent represents initial cash rent for the first twelve months, excluding inflation linked increases.
Previous wording
(4)Includes one SNF held through a joint venture. See Note 3, Real Estate Investments, Net, and Note 12, Variable Interest Entities, for additional information.
Current wording
(4)Includes 11 SNFs held through joint ventures. See Note 4, Real Estate Investments, Net, and Note 13, Variable Interest Entities, for additional information.
Previous wording
The following tables summarize the ATM Program activity for the three months ended March 31, 2025 and 2024 (in thousands, except per share amounts).
Current wording
The following tables summarize the ATM Program activity for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share amounts).
Previous wording
(1) Total gross proceeds is before $0.2 million and $3.4 million of commissions paid to the sales agents during the three months ended March 31, 2025 and 2024, respectively, under the ATM Program.
Current wording
(1) Total gross proceeds is before $4.4 million and $3.8 million of commissions paid to the sales agents during the three months ended June 30, 2025 and 2024, respectively, under the ATM Program. Total gross proceeds is before $4.6 million and $7.2 million of commissions paid to the sales agents during the six months ended June 30, 2025 and 2024, respectively, under the ATM Program.
Previous wording
As of March 31, 2025, we had $734.0 million available for future issuances under the New ATM Program. In April 2025, we sold 3.4 million shares for gross proceeds of $99.5 million at an average sales price per share of $28.90. As of May 1, 2025, we had $634.5 million available for future issuances under the New ATM Program.
Current wording
As of June 30, 2025, we had $380.1 million available for future issuances under the New ATM Program.
Previous wording
We did not recognize any impairment charges during the three months ended March 31, 2025. During the three months ended March 31, 2024, we recognized an impairment charge of $2.7 million related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.
Current wording
We did not recognize any impairment charges during the three and six months ended June 30, 2025. During the three and six months ended June 30, 2024, we recognized an impairment charge of $25.7 million and $28.5 million, respectively, related to properties held for sale, which is reported in impairment of real estate investments in the condensed consolidated income statements.
Previous wording
The following table summarizes our dispositions for the three months ended March 31, 2025 (dollars in thousands):
Current wording
The following table summarizes our dispositions for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
Previous wording
(1) One non-operational previously impaired facility sold during the three months ended March 31, 2025 was not classified as held for sale as of December 31, 2024.
Current wording
(1) One non-operational previously impaired facility sold during the six months ended June 30, 2025 was not classified as held for sale as of December 31, 2024.
Previous wording
Rental income. Rental income increased by approximately $9.4 million as detailed below:
Current wording
Rental income. Rental income increased by approximately $14.4 million as detailed below:
Previous wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $9.5 million due to a $9.1 million increase in rental income from real estate investments made after September 30, 2024, an increase of $0.7 million in tenant reimbursements, a $0.5 million increase in rental rates for our existing tenants, and an increase of $0.1 million related to the transfer of one facility to a new operator, partially offset by a $0.7 million decrease due to assets sold during the first quarter of 2025 and a $0.2 million decrease in rental income recognized related to certain tenants on a cash basis method of accounting.
Current wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $12.6 million due to an $11.9 million increase in rental income from real estate investments made after December 31, 2024, including properties acquired in connection with the Acquisition, a $1.1 million increase in rental rates for our existing tenants, and an increase of $0.3 million related to the transfer of five facilities to new operators, partially offset by a $0.3 million decrease due to assets sold during the first quarter of 2025, a decrease of $0.3 million in tenant reimbursements and a $0.1 million decrease in rental income recognized related to certain tenants on a cash basis method of accounting. Straight-line rent increased by $1.8 million related to the Acquisition.
Previous wording
Interest and other income. The $1.6 million, or 7%, decrease in interest and other income was primarily due to a decrease of $1.8 million of interest earned on money market funds and escrow deposits and a decrease of $0.4 million of interest income due to a lower number of days during the three months ended March 31, 2025 compared to the three months ended December 31, 2024, partially offset by an increase of $0.6 million of interest income on new loan investments made after September 30, 2024.
Current wording
Interest income from other real estate related investments and other income. The $1.4 million, or 6%, increase in interest income from other real estate related investments and other income was primarily due to an increase of $1.5 million of interest earned on escrow deposits primarily related to the Acquisition, an increase of $0.4 million of interest income on new loan investments made after December 31, 2024, an increase of $0.2 million due to origination and extension fees, and an increase of $0.2 million related to the number of days in the quarter compared to the prior quarter, partially offset by a decrease of $0.7 million of interest earned on money market funds and a decrease of $0.2 million of interest income due to loans paid off after December 31, 2024.
Previous wording
Interest expense. Interest expense increased by approximately $1.5 million as detailed below:
Current wording
Interest expense. Interest expense increased by approximately $6.4 million as detailed below:
Previous wording
Property taxes. The $0.1 million, or 6%, increase in property taxes was primarily due to an increase of $0.2 million due to reassessments and increased effective tax rates, partially offset by a decrease of $0.1 million related to properties that were sold subsequent to September 30, 2024.
Current wording
Property taxes and insurance. The $0.1 million, or 3%, increase in property taxes and insurance was primarily due to an increase of $0.3 million due to acquisitions made after December 31, 2024, partially offset by a decrease of $0.2 million related to reassessments.
Previous wording
Transaction costs. During the three months ended March 31, 2025, we recognized $0.9 million of unsuccessful acquisition pursuit costs that we classify as transaction costs. During the three months ended December 31, 2024, we recognized $1.3 million of transaction costs related to the investment in a financing receivable for which we elected the fair value option.
Current wording
Transaction costs. During the three months ended June 30, 2025, we recognized $0.1 million of non-capitalizable acquisition costs. During the three months ended March 31, 2025, we recognized $0.9 million of unsuccessful acquisition pursuit costs that we classify as transaction costs.
Previous wording
Property operating expenses. During the three months ended March 31, 2025, we recognized $0.5 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold, partially offset by $0.4 million in recoveries. During the three months ended December 31, 2024, we recognized $1.3 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold.
Current wording
Property operating expenses. During the three months ended June 30, 2025, we recognized $0.9 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold. During the three months ended March 31, 2025, we recognized $0.5 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold, partially offset by $0.4 million in recoveries.
Previous wording
General and administrative expense. General and administrative expense increased by $2.2 million as detailed below:
Current wording
General and administrative expense. General and administrative expense increased by $3.5 million as detailed below:
Previous wording
Gain on sale of real estate, net. During the three months ended March 31, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three SNFs and one multi-service campus. During the three months ended December 31, 2024, we recorded a $46,000 gain on sale of real estate related to the sale of three ALFs.
Current wording
Gain on sale of real estate, net. During the three months ended March 31, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three SNFs and one multi-service campus. No properties were sold during the three months ended June 30, 2025.
Previous wording
Unrealized gain on other real estate related investments, net. During the three months ended March 31, 2025, we recorded $1.8 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.5 million, to bring the interest rates in line with market rates. During the three months ended December 31, 2024, we recorded $11.1 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $1.4 million, primarily due to a decrease in interest rates.
Current wording
$0.3 million, to bring the interest rates in line with market rates. During the three months ended March 31, 2025, we recorded $1.8 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.5 million, to bring the interest rates in line with market rates.
Previous wording
Rental income. Rental income increased by $18.1 million as detailed below:
Current wording
Rental income. Rental income increased by $48.8 million as detailed below:
Previous wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $17.8 million due to an $18.4 million increase in rental income from real estate investments made after December 31, 2023, a $1.6 million increase in rental rates for our existing tenants and a $0.8 million increase in tenant reimbursements, partially offset by a $2.3 million decrease in rental income recognized related to certain tenants on a cash basis method of accounting and a $0.7 million decrease in rental income related to dispositions made after December 31, 2023.
Current wording
Total contractual rent includes initial contractual cash rent and tenant operating expense reimbursements, as adjusted for applicable rental escalators and rent increases due to capital expenditures funded by the Company. For tenants on a cash basis, this represents the lesser of the amount that would be recognized on a straight-line basis or cash that has been received. Total contractual rent increased by $46.3 million due to a $46.7 million increase in rental income from real estate investments made after December 31, 2023, including properties acquired in connection with the Acquisition, a $3.3 million increase in rental rates for our existing tenants, a $0.9 million increase in tenant reimbursements, and an increase of $0.5 million related to the transfer of seven facilities to new operators, partially offset by a $3.5 million decrease in rental income recognized related to certain tenants on a cash basis method of accounting and a $1.6 million decrease in rental income related to dispositions made after December 31, 2023. Straight-line rent increased by $1.8 million due to the Acquisition.
Previous wording
Interest income from financing receivable. During the three months ended March 31, 2025, we recorded $2.8 million of interest income related to an investment classified as a financing receivable in December 2024.
Current wording
Interest income from financing receivable. During the six months ended June 30, 2025, we recorded $5.7 million of interest income related to an investment classified as a financing receivable in December 2024.
Previous wording
Interest income from other real estate related investments and other income. The $12.6 million increase in interest and other income was primarily due to an increase of $13.2 million due to the origination of loans receivable after December 31, 2023 and an increase of $0.1 million due to originations of other loans, partially offset by a decrease of $0.4 million of interest income on money market funds and escrow deposits, a decrease of $0.2 million related to a partial prepayment and a $0.1 million decrease of interest income due to placing one other loan on non-accrual status.
Current wording
Interest income from other real estate related investments and other income. The $22.7 million increase in interest and other income was primarily due to an increase of $24.7 million due to the origination of loans receivable after December 31, 2023, an increase of $4.7 million of interest income earned on escrow deposits and an increase of $0.2 million due to originations of other loans, partially offset by a decrease of $6.2 million of interest income on money market funds, a decrease of $0.5 million related to loan payments and a $0.2 million decrease of interest income due to placing one other loan on non-accrual status.
Previous wording
Depreciation and amortization. The $2.3 million, or 15%, increase in depreciation and amortization was primarily due to an increase of $2.9 million due to acquisitions and capital improvements made after September 30, 2024, partially offset by a decrease of $0.5 million due to classifying assets as held for sale after September 30, 2024 and a decrease of $0.1 million due to assets becoming fully depreciated after September 30, 2024.
Current wording
Depreciation and amortization. The $11.7 million, or 43%, increase in depreciation and amortization was primarily due to an increase of $14.6 million related to acquisitions and capital improvements made after December 31, 2023, partially offset by a decrease of $1.9 million due to classifying assets as held for sale after December 31, 2023, a decrease of $0.9 million due to assets becoming fully depreciated after December 31, 2023 and a decrease of $0.1 million due to the impairment of assets after December 31, 2023.
Previous wording
Interest expense. Interest expense decreased by $1.6 million as detailed below:
Current wording
Interest expense. Interest expense increased by $2.8 million as detailed below:
Previous wording
Property taxes. The $0.3 million, or 15%, increase in property taxes was due to a $0.5 million increase related to acquisitions made after December 31, 2023, partially offset by a decrease of $0.1 million due to reassessments and a decrease of $0.1 million related to properties that were sold subsequent to December 31, 2023.
Current wording
Property taxes and insurance. The $0.4 million, or 11%, increase in property taxes was due to a $1.0 million increase related to acquisitions made after December 31, 2023, partially offset by a decrease of $0.5 million due to reassessments and a decrease of $0.1 million due to the sale of three properties after December 31, 2023.
Previous wording
Impairment of real estate investments. During the three months ended March 31, 2024, we recognized impairment charges of $2.7 million related to properties classified as held for sale. We did not recognize any impairment charges during the three months ended March 31, 2025.
Current wording
Impairment of real estate investments. During the six months ended June 30, 2024, we recognized impairment charges of $28.5 million related to properties classified as held for sale. We did not recognize any impairment charges during the six months ended June 30, 2025.
Previous wording
Transaction costs. During the three months ended March 31, 2025, we recognized $0.9 million of unsuccessful acquisition pursuit costs that we classify as transaction costs. We did not recognize any transaction costs during the three months ended March 31, 2024.
Current wording
Transaction costs. During the six months ended June 30, 2025, we recognized $0.9 million of transaction costs primarily related to unsuccessful acquisition pursuit costs that we classify as transaction costs. We did not recognize any transaction costs during the six months ended June 30, 2024.
Previous wording
Property operating expenses. During the three months ended March 31, 2025, we recognized $0.5 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold, partially offset by $0.4 million in recoveries. During the three months ended March 31, 2024, we recognized $0.7 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant or have sold.
Current wording
Property operating expenses. During the six months ended June 30, 2025, we recognized $1.4 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant, or have sold, partially offset by $0.4 million in recoveries. During the six months ended June 30, 2024, we recognized $0.9 million of property operating expenses related to assets we plan to sell or repurpose, re-tenant or have sold.
Previous wording
General and administrative expense. General and administrative expense decreased by $0.3 million as detailed below:
Current wording
General and administrative expense. General and administrative expense increased by $8.6 million as detailed below:
Previous wording
Gain on sale of real estate, net. During the three months ended March 31, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three SNFs and one multi-service campus. During the three months ended March 31, 2024, we recorded an $11,000 gain on sale of real estate, net related to the sale of one SNF and one ALF.
Current wording
Gain on sale of real estate, net. During the six months ended June 30, 2025, we recorded a $3.9 million gain on sale of real estate related to the sale of three SNFs and one multi-service campus. During the six months ended June 30, 2024, we recorded a $32,000 gain on sale of real estate, net related to the sale of two SNFs and one ALF.
Previous wording
Unrealized gain (loss) on other real estate related investments, net. During the three months ended March 31, 2025, we recorded $1.8 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.5 million, to bring the interest rates in line with market rates. During the three months ended March 31, 2024, we recorded a $0.8 million unrealized loss on our secured and mezzanine loans receivable due to an increase in interest rates, partially offset by unrealized gains of $0.2 million due to an increase in expected cash flows on floating rate loans.
Current wording
Unrealized gain (loss) on other real estate related investments, net. During the six months ended June 30, 2025, we recorded $4.1 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of $0.8 million, to bring the interest rates in line with market rates. During the six months ended June 30, 2024, we recorded a $3.2 million unrealized loss on our secured and mezzanine loans receivable due to an increase in interest rates, partially offset by unrealized gains of $0.7 million due to an increase in expected cash flows on floating rate loans due to an increase in projected forward interest rates.
Previous wording
Net loss attributable to noncontrolling interests. The $0.4 million increase in net loss attributable to noncontrolling interests was due to an investment entered into subsequent to September 30, 2024.
Current wording
Net loss attributable to noncontrolling interests. The $0.9 million increase in net loss attributable to noncontrolling interests was primarily due to investments entered into subsequent to December 31, 2023.
Previous wording
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions and other investments (including mortgage and mezzanine loan originations), capital expenditures, and scheduled debt maturities. We intend to invest in and/or develop additional healthcare and seniors housing properties as suitable opportunities arise and so long as adequate sources of financing are available. We expect that future investments in and/or development of properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, borrowings available to us under the Third Amended Credit Facility (as defined below), future borrowings or the proceeds from sales of shares of our common stock pursuant to our ATM Program or additional issuances of common stock or other securities. In addition, we may seek financing from U.S. government agencies, including through Fannie Mae and the U.S. Department of Housing and Urban Development, in appropriate circumstances in connection with acquisitions and refinancing of existing mortgage loans.
Current wording
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions and other investments (including mortgage and mezzanine loan originations), capital expenditures, and scheduled debt maturities. We intend to invest in and/or develop additional healthcare and seniors housing properties as suitable opportunities arise and so long as adequate sources of financing are available. We expect that future investments in and/or development of properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed by, in whole or in part, our existing cash, borrowings available to us under the Third Amended Revolving Facility (as defined below), future borrowings or the proceeds from sales of shares of our common stock pursuant to our ATM Program oradditional issuances of common stock or other securities. In addition, we may seek financing from U.S. government agencies, including through Fannie Mae and the U.S. Department of Housing and Urban Development, in appropriate circumstances in connection with acquisitions and refinancing of existing mortgage loans.
Previous wording
We believe that our expected operating cash flow from rent collections and interest payments on our other real estate related investments, together with our cash balance, available borrowing capacity under the Third Amended Revolving Facility (as defined below) and availability under the ATM Program will be sufficient to meet ongoing debt service requirements, dividend plans, operating lease obligations, capital expenditures, working capital requirements, the financing of our planned acquisition of Care REIT plc and other needs for at least the next 12 months. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements. While we may from time to time sell properties as part of our hold / investment strategy on an investment-by-investment basis, we currently do not expect to sell any of our properties to meet liquidity needs. Our quarterly cash dividend and any failure of our operators to pay rent or of our borrowers to make interest or principal payments may impact our available capital resources.
Current wording
We believe that our expected operating cash flow from rent collections and interest payments on our other real estate related investments, together with our cash balance, available borrowing capacity under the Third Amended Revolving Facility (as defined below) and availability under the ATM Program will be sufficient to meet ongoing debt service requirements, dividend plans, operating lease obligations, capital expenditures, working capital requirements, and other needs for at least the next 12 months. We expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements. While we may from time to time sell properties as part of our hold / investment strategy on an investment-by-investment basis, we currently do not expect to sell any of our properties to meet liquidity needs. Our quarterly cash dividend and any failure of our operators to pay rent or of our borrowers to make interest or principal payments may impact our available capital resources.
Previous wording
Net cash provided by operating activities increased for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Operating cash inflows are derived primarily from the rental payments received under our lease agreements and interest income received on our other real estate related investments, including as a result of new investments. Operating cash outflows consist primarily of interest expense on our borrowings and general and administrative expenses. The net increase of $22.6 million in cash provided by operating activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily due to an increase in rental income received, an increase in interest income received on our other real estate related investments, and a decrease in cash paid for interest expense, partially offset by an increase in cash paid for general and administrative expense.
Current wording
Net cash provided by operating activities increased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Operating cash inflows are derived primarily from the rental payments received under our lease agreements and interest income received on our other real estate related investments, including as a result of new investments. Operating cash outflows consist primarily of interest expense on our borrowings and general and administrative expenses. The net increase of $70.4 million in cash provided by operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily due to an increase in rental income received, an increase in interest income received on our other real estate related investments, and a decrease in cash paid for interest expense, partially offset by an increase in cash paid for general and administrative expense.
Previous wording
Cash used in investing activities for the three months ended March 31, 2025 was primarily comprised of $82.6 million in acquisitions of real estate, investment in real estate related investments and escrow deposits for potential acquisitions of real estate and $2.3 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $44.4 million in net proceeds from the sale of real estate and $4.6 million in principal payments received from our other real estate related investments and other loans receivable. Cash used in investing activities for the three months ended March 31, 2024 was primarily comprised of $122.9 million in acquisitions of real estate, investment in real estate related investments and other loans receivable and escrow deposits for potential acquisitions of real estate and $0.4 million of purchases of equipment, furniture and fixtures and improvements to real estate.
Current wording
Cash used in investing activities for the six months ended June 30, 2025 was primarily comprised of $842.8 million in acquisitions of real estate, investment in real estate related investments and other loans receivable and escrow deposits for potential acquisitions of real estate, $30.0 million in preferred equity investments and $6.8 million of purchases of equipment, furniture and fixtures and improvements to real estate, partially offset by $44.4 million in net proceeds from the sale of real estate and $9.9 million in principal payments received from our other real estate related investments and other loans receivable. Cash used in investing activities for the six months ended June 30, 2024 was primarily comprised of $458.5 million in acquisitions of real estate, investment in real estate related investments and other loans receivable and escrow deposits for potential acquisitions of real estate, $9.0 million in preferred equity investments and $1.3 million of purchases of equipment, furniture and fixtures and improvements to real estate.
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Depreciation and amortization. The $3.4 million, or 19%, increase in depreciation and amortization was primarily due to an increase of $3.4 million due to acquisitions and capital improvements made after December 31, 2024, including related to properties acquired in connection with the Acquisition.
Current report — wording carried from elsewhere
Unrealized gain on other real estate related investments, net. During the three months ended June 30, 2025, we recorded $2.3 million of unrealized gains on our secured and mezzanine loans receivable, partially offset by unrealized losses of
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Interest income from financing receivable. The $1.8 million increase in interest income from financing receivable was due to an investment classified as a financing receivable in December 2024.
Previous report — wording carried elsewhere
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024:
Previous report — wording carried elsewhere
Depreciation and amortization. The $4.4 million, or 33%, increase in depreciation and amortization was primarily due to an increase of $5.9 million related to acquisitions and capital improvements made after December 31, 2023, partially offset by a decrease of $0.9 million due to classifying assets as held for sale after December 31, 2023 and a decrease of $0.6 million due to assets becoming fully depreciated after December 31, 2023.
Previous report — wording carried elsewhere
Net loss (income) attributable to noncontrolling interests. The $0.6 million increase in net loss attributable to noncontrolling interests was due to an investment entered into subsequent to December 31, 2023.