LTC Properties Inc (LTC) 2025 Q4 法說會逐字稿

Greetings, and welcome to the LTC Properties, Inc., fourth-quarter 2025 earnings conference call and webcast. (Operator Instructions) As a reminder, this conference is being recorded. (Operator Instructions).

It is now my pleasure to introduce Pam Kessler, Co-President and Co-CEO. Pam, please go ahead.

Good morning, and thank you for joining us. Eight months after launching our SHOP initiative, we are almost halfway through our transformation from a lower growth triple net REIT into a faster growing SHOP-focused REIT, a transformation that will lead to higher multiyear internal and external SHOP and earnings growth and to superior shareholder returns. This transformation has included substantial investment in people, systems, and technology, which will continue to be a focus to support our aggressive growth plans. We have made great progress growing our seniors housing portfolio through SHOP, reflecting successful execution across every aspect of the business.

Today, we are guiding to $600 million in acquisitions at the midpoint for 2026, all of which we anticipate will be in SHOP. This acquisition guidance is nearly 70% higher than SHOP acquisitions in 2025. 2026 started off strong with $108 million in SHOP acquisitions already completed and another $160 million on schedule to close in the second quarter, which takes us nearly halfway to our $600 million midpoint investment guidance for the year.

Throughout our transformation, we have continued to maintain a strong balance sheet with well-laddered debt maturities and a FAD payout ratio below 80%. Since launching SHOP last May, we grew it to 25% of our investment portfolio by year-end. Based on our 2026 acquisition guidance, we expect to end this year with SHOP growing to 45% of our investment portfolio and 40% of our NOI, capitalizing on LTC's ability to accelerate our growth through acquisitions.

By launching SHOP as a small-cap REIT, we are leveraging the denominator effect to our advantage. LTC's smaller initial footprint provides the power to capture outsized growth where even modest investments have a meaningful and visible impact. Additionally, after the prepayment of the $180 million Prestige loan expected later this year, loans should be reduced to less than 10% of our portfolio, and skilled nursing investments will represent less than 30% by the end of 2026. This strategic portfolio transformation reflects our SHOP launch and rapid growth within a targeted 18-month period. With our transformation complete at the end of 2026, we see the opportunity for continued accelerated internal and external growth powered by SHOP in 2027.

Now I'll turn the call over to Gibson to discuss our portfolio and strong SHOP performance.

Thank you, Pam. We have undertaken the transformation to increase the organic growth and new investment growth profile of our portfolio and maximize risk-adjusted returns for our shareholders. To that end, we have focused over the last year and a half to develop and enhance our platform to position LTC and our operators for success, and we will continue to make further investments going forward to position LTC for profitable growth. In addition to adding accounting, FPA, and data analytics resources, we recently welcomed two vice presidents to our asset management team, both with extensive experience in systems development and seniors housing asset management.

Our SHOP portfolio results support our 2025 strategy by outperforming expectations. The original 13 properties converted to SHOP grew NOI over 2024 pro forma NOI by 22% and produced $16.2 million of combined rent and NOI in 2025 compared to $12.3 million of rent in 2024. The remainder of the SHOP portfolio outperformed expectations in the fourth quarter by contributing $5.9 million of NOI, about $700,000 above the midpoint of guidance.

Our 2026 SHOP NOI guidance includes 13 properties we originally converted and 14 properties acquired to date. Our guidance for these 27 properties assumes 14% NOI growth at the midpoint for full-year 2026 over pro forma 2025. This subset of properties realized occupancy of 89.7% in 2025, which we are projecting will grow by about 150 basis points in 2026.

We further project that RevPOR will grow by approximately 5% and the EXPOR will grow by 2.5%. We do want to note that the 2025 results for the 14 properties we have acquired include occupancy and performance as reported by the prior owners adjusted for the current management fee structure. We will continue changing the mix of our portfolio in 2026. Prestige Healthcare has delivered notice of their intent to prepay on or about July 1 the $180 million loan, which is currently yielding approximately 11%. Additionally, we expect to sell five skilled nursing properties and have certain loan payoffs totaling $90 million in the next 60 days.

These transactions together with our external growth through SHOP will meaningfully reduce our skilled nursing and loan exposure.

With that, I will turn things over to Dave for an update on our growth strategy.

Thank you, Gibson. In 2025, we put $360 million to work through SHOP acquisitions. By the end of the second quarter of this year, we will have added an additional $270 million, moving us rapidly towards our $600 million midpoint acquisition guidance and making 2026 our most active investment year yet, as we accelerate our growth toward an increasingly SHOP-weighted portfolio. LTC's relationship culture is the foundation of our success.

In 2025, we closed two follow-on transactions with existing operating partners, and our momentum is continuing in 2026 with another follow-on deal completed and two more in the $160 million we expect to close shortly. At the same time, we are in active conversations with operating partners new to LTC and are evaluating acquisitions to kick off those relationships. In a competitive seniors housing acquisitions environment, our smaller asset base and personal relationship-driven strategy are competitive advantages. We find opportunities in both single and multi-property investments and do not need to chase overpriced large on-market transactions. We are keenly focused on every deal and every LTC operator relationship, each of which directly contributes to our growth and furthers our transformation into a SHOP growth engine.

Existing and prospective operators desiring to grow their portfolios or retain assets when an investor wishes to exit, seek LTC because we listen, we collaborate, and we engage. The evidence of this success can be seen in our accelerating year-to-date external growth that in addition to the $160 million previously mentioned includes an acquisition pipeline of over $500 million in deals under review and consists entirely of SHOP. Our acquisition strategy is to partner with experienced, regionally focused operating teams and add newer communities with lower CapEx requirements. These are stabilized assets but that does not equate to low growth. We are buying assets with strong pricing power, high incremental margins, and durable contributions to earnings growth. Our expanding SHOP platform is positioned to perform over time, and we expect to achieve unlevered IRRs in the low to mid teens.

I will now pass the call to Cece for a review of our financial results.

Thank you, Dave. For the end of the year, we bolstered our growth capacity by expanding our credit facility to $800 million including $200 million of term loans. We anticipate receiving nearly $270 million in asset sales and loan payoffs in 2026, which will be used to fund future investments. Using multiple levers including proceeds from our ATM program, borrowings under our revolving line of credit and asset sales where attractive pricing provides a better cost of capital, we feel very confident in our financial strength which will support our ability to fuel our SHOP growth.

With the $270 million of expected proceeds, our liquidity stands at $810 million on a pro forma basis. We have minimal near-term debt maturities giving us virtually no refinancing risk. At year end, our debt to annualized adjusted EBITDA for real estate was 4.5 times and our annualized adjusted fixed charge coverage ratio was 4.4 times. While we are well within our stated leverage target of 4 to 5 times, we believe we can reduce that further over time. Compared with the same quarter last year, core FFO per share improved $0.05 to $0.70 and core FAD per share improved $0.07 to $0.73. These results represent core FFO per share and core FAD per share growth of 8% and 11% respectively.

The increases were primarily due to new SHOP acquisitions and triple net conversions to SHOP partially offset by an increase in interest expense and decreased rent related to asset sales. Our 2026 guidance for core FFO per share is projected to be in the range of $2.75 to $2.79 and core FAD per share in the range of $2.82 to $2.86. For the first quarter we expect core FFO per share in the range of $0.66 to $0.68 and core FAD in the range of $0.68 to $0.70. Our 2026 guidance includes $400 million to $800 million of SHOP acquisitions with SHOP NOI in the range of $65 million to $77 million and FAD CapEx of approximately $5 million.

Additionally, our guidance includes the $270 million of proceeds from asset sales and loan payoffs. Other assumptions underpinning this guidance are detailed in yesterday's earnings press release and supplemental which are posted on our website.

Now I will turn the call over to Clint for some closing comments.

Thanks, Cece. 2026 will complete LTC's transformation from a triple net skilled nursing and seniors housing REIT, fueling our growth through IDEA to become a larger SHOP-focused REIT. Increased NOI growth will come organically through our existing portfolio and through new SHOP acquisitions.

With our investment guidance of $600 million at the midpoint in 2026, SHOP will exceed $1 billion of assets and represent 45% of our portfolio by year end. Including the SHOP acquisitions under contract, the average age of our SHOP portfolio will be nine years, reflecting our strategy of investing in newer SHOP communities that are best positioned to compete against future new development. We will drive strong organic SHOP NOI and per share growth through aligned operator relationships and the quality of the assets. In fact, we believe that organic NOI growth will double by the end of this year compared with our pre transformation to SHOP.

We have made rapid progress in executing our SHOP strategy, so most importantly, on behalf of the entire LTC team, I want to extend a sincere thank you to the operators who have placed their trust in us, helping us establish and grow our SHOP platform. We have eight SHOP operator relationships in our portfolio, six new to LTC since our launch, and in Q2, we will be adding two more. Each one of these operator relationships represents a huge opportunity to continue driving LTC SHOP growth through management agreements that align interests to deepen our relationships.

We have a simplified and compelling investment thesis, which we are executing upon with speed, determination, and conviction. To power future growth by optimizing risk-adjusted returns to our shareholders while increasing our organic and investment growth profile. This success is made possible by a talented group of tenured employees and new professionals recently joining our team all coalescing around the transforming LTC that is standing out in the industry as well positioned for tremendous growth.

With that, we are ready to take your questions.

(Operator Instructions)

John Kilichowski, Wells Fargo.

This pivot is happening relatively quickly, and it sounds like messaging has been it's not if but when something happens to the SNF funding landscape. I am curious in your mind what are the nearest one or two greatest threats to SNF today that could cause some sort of rerating the market is not expecting.

From a SNF perspective, John, I would say that there's a tremendous amount of private capital, I think, that's driving prices in skilled nursing, so that's one element that could have a change. And then just as we've generally seen over the years, I mean, skilled nursing at cap rates that it has, it has stroke of the pen risk and things tend to happen when you least expect it. And we just see much more organic growth from investing in newer assets with a better growth profile, so that's really our thesis and why we're aggressively growing into SHOP.

Okay, well, and the 14% same-store growth is a great starting point. I'm curious. Is this sort of like a three- to four-year run rate as the business remains likely immune to supply shocks and demand is relatively known, or do you forecast that moderating slightly as occupancy fully stabilizes at these assets?

It's a fair question. Hi, John. This is Gibson. It's a fair question. This is a relatively new portfolio for us, and so we're comfortable with the guidance. I think the way to think about this is that the pro forma occupancy that I gave in my prepared remarks, 89.7, that's pretty close to stabilized levels. And so we're encouraged to see that this year, our expectations are that mid-teens growth rate. So we really just don't want to get into the out years right now.

Austin Wurschmidt, KeyBanc Capital Markets.

Yeah, just going back to SHOP for a minute. Gibson, you had highlighted that the 13 original assets grew NOI by 22% last year on a pro forma basis versus '24. Can you give us a sense how the 14% on the 27 assets compares to how that trended in 2025 or just versus the fourth quarter?

Let me see if I can answer this in another way and see if that scratches your itch, Austin. If you look at our projections '25 over '24 and you pull out that original 13, our growth rate of 14% isn't going to materially change.

Got it. That's helpful. And then maybe just going back to John's question a little bit differently here. I mean, you mentioned the 89% is nearing stabilization, but this portfolio does continue to evolve as you layer on additional acquisitions. What are your latest thoughts for the portfolio today as to where stabilized occupancy levels are, and what is the right ceiling on where you can send out in-place rent increases or drive RevPOR in the coming years?

This is Pam. For stabilized occupancy given the lack of supply that we see over the next few years, we feel occupancy can climb into the 90s. We did not project that in our 2026 guidance but it is possible. And it's always a fine balance between occupancy and rate growth, and we feel that this portfolio has the opportunity for both.

And this is also -- this is a key part of what we are focused on, what we're investing in. It's newer assets, and we've emphasized that in our comments about the average age. We feel those are going to be best positioned to compete against new development that will happen, and we think in the interim, they'll have pricing power to be able to drive growth, and we've done that by design on intention, looking long term to have assets that can effectively compete in the future.

And then what was the in-place rent increases sent out for this year?

The RevPOR guidance we gave is around 5%, and so that ranges across the portfolio from 4.5% up to 7%. But a lot of the hay is in the barn with respect to the year-end increases or increases that went into effect in January, but then we have some more that increase on anniversary. And then we have to see what happens with the street rate. So I think we're comfortable with our all-in RevPOR assumption of that 5% range.

Very helpful.

Juan Sanabria, BMO Capital Markets.

I'm just hoping you could talk a little bit about the pipeline of investments and the year one yields you are underwriting for SHOP. And then on the flip side, how we should be thinking about whether disposition yields for some of the SNF that you are selling. You have already given us the loan piece, so thank you for that.

Hi, Juan. This is Dave. I'll take the first half, and I think Clint will take the second half.

So from an acquisition pipeline perspective, we said in our remarks that we have $160 million under an LOI and in process. We are looking at generally what we looked at last year in terms of sort of going in year-one yields about 7% or so with a growth headroom beyond that.

Also, one thing to think about on what we are looking at for deals, as Pam mentioned in her prepared remarks, I mean, the size of LTC really we're using to our advantage to be able to grow because we can look at smaller transactions which have better price points to be able to drive those initial yields. So we think that's a huge opportunity for us as we're growing this portfolio and are projecting our book to be 45% SHOP by the end of the year since we launched this mid year '25.

And then Juan this is Gibson on the disposition. I think the Prestige loan is a unique case where we had a heavy concentration with one operator in one state that caused some disruption a couple years back because of that state's specific reimbursement program. And so that was a strategic decision to derisk the portfolio and reduce operator concentration. We still have investments for Prestige, and it's not a Prestige thing, it's an overall operator concentration thing.

On the rest, if you blend it together, we're selling at about an 8.2% cap. And so there, if you think about that in terms of swapping out of older skilled nursing assets as we have been doing on an opportunistic basis over the last year and a half or so, an 8.2% with 2.5% -- anywhere from 2% to 2.5% escalators and we can recycle that into newer seniors housing assets that are really built and will be competitive over the long term. We feel like that's a good risk reward trade for our shareholders.

And then I just wanted to ask on ALG. There was previously some discussion about some change in that portfolio going forward and some options they had, so just curious how we should be thinking about piece of your exposure longer term.

I think for ALG, well, I think they do have the purchase options we talked previously about. And it's really more interest rate-sensitive for them to look at probably bond financing as you take this out. So we look at this probably will be in 2027. We have three to four different investments with them. There could be a small -- one of the small portfolios that could trade maybe toward the end of this year possibly, but I would really think of it more as a 2027 event.

And then if I could just be greedy, one more question. For the incremental financing, like if you hit the top end of your acquisition guidance, how should we think about that? It sounds like you said leverage could go down. I'm not sure if it's a product of EBITDA growing or if we should assume that maybe the goal would be to over equitize positions over and above the dispositions you have laid out or loan repayments. So just curious on the funding for the pipeline at a different either the midpoint or the high end in particular.

It's Pam. Hey, I think you're thinking about it right. I mean, the beauty of a higher growing portfolio is that your deleveraging happens naturally a lot faster through EBITDA growth, but we would also look to over-equitize acquisitions if the pricing is right.

(Operator Instructions)

Michael Carroll, RBC Capital Markets.

Clint or Dave, can you gusy provide some more color on the competitive landscape for seniors' housing deals right now? I mean, how difficult it is for you to find deals that you want to own that meet your underwriting? And then when you do find those transactions, I guess where have cap rates trended? I know you've been talking about that 7% range for some time, and are we starting to see that tick a little bit lower and is it hard to find yields at that 7% yield?

This is Dave. We quite hit on this nicely in terms of the importance of every deal to LTC and how our scale works for us. So we do a good job of finding transactions that are probably in that one-z, two-z timeframe, and our size and our customers or sellers know that they are important to us. So one great benefit here is that it has been in fashion to have buyer interviews, so I can bring a C suite, bring my CEOs onto those calls to underscore how important the deal is. And as you know, with any seller, certainty of execution matters an awful lot. So we can give a transaction a lot of attention and hyperfocus

We've continued to see a pretty good stream of opportunities. And generally in that first year underwriting of around 7% or so, it doesn't mean that there is not pressure, but our whole world is looking at a lot of transactions to find a few that are worthy of underwriting and progressing through the process. So we're seeing a good flow of potential opportunities, and we feel good that we'll find the right ones for LTC out of that stream.

And so with that backdrop, we've guided $600 million at the endpoint for investments for '26. And with deals closed and under contract, we're almost halfway through that. So although it's a competitive landscape, we feel that we've been able to be at the table on transactions. And a lot of the deals that we have, as Dave mentioned previously, are operators bringing us into transactions which are worth having, soon to have 10 operator relationships in our portfolio. We think this could help drive continued access to deals. And when we're looking at them in one-z, two-z transactions, it can be helpful

And another thing that we're seeing also on one of the transactions we're working on is the sellers looking at a tax efficient transaction, and so we're looking at a down REIT structure. So when you look at financing transactions and utilizing equity pricing through a down REIT structure it can be an attractive option for us.

So then in this type of environment if you look at the 7% yields, I mean, do you see, foresee like if you kind of get back to the end of this year, you might have to go below that? Or is there enough transactions at that level that you think, at least through this year, you can still achieve that 7% target?

So as Cliff mentioned, right, we have $270 million in the door, right, so those are set. So we've got another $300 million-plus to go. Nothing is easy if you're going to do it well, so we will be working hard to find the right deals all year long. But we are steadfast in working to maintain that kind of year-one yield of 7%. But definitely, there will be pressure.

In the industry, a lot of people are discovering senior housing or people showing up at table. We still feel like we've got a good opportunity given our relationship focus and our style of execution to find the deals that make sense for LTC.

And Mike, I have one more thing to add to that. Last year when we talked about our projected underwriting and being at 7%, very conservative, our 2026 guidance is already at year one over 7.5%, like 7.7%. So we're already beating that. So we've created value there just in a few short months and expect to create more.

Okay, great, no, that's helpful. And then just last for me, related to Prestige on the remaining loans that LTC is holding after they potentially pay them off in July or half of them, is there a desire to have them pay off those loans too, or should we think about that as a longer term hold that LTC plans to continue to maintain?

They should think of it as a long-term hold. Right now, we -- after the payoff of $180 million, we'll have $90 million remaining with them. So they will be reducing concentration, as Gibson spoke about, and they will probably fall outside of our top five operator relationships.

And they don't have an option to prepay those.

Rich Anderson, Cantor.

I just want to make this sort of crystal clear. Is your expectation on a go-forward basis 2027 and beyond for your SHOP business to be producing low mid-teens type of same-store NOI growth? Is that the target you're going after or is it something lower than that?

We are going to see how this year plays out. We are excited about what we're seeing as we go into this year and as we get into later in the year, Rich, we'll update that. I mean, I think, going in a few calls ago, we said we were targeting -- we're going at 7% and targeting low-teens IRRs. So that basically tells you we expect mid-single-digit growth over the long term. But I think as we work through the process, we just acquired a lot of this, getting to really understand the portfolio, we're excited.

And as Pam mentioned, in our projections, we are assuming higher yields on this initial purchase price than we did at acquisition. So I think we are excited about the opportunity in 2026, and we hope that continues on, but we'll update you as we get to the end of the year or throughout the year.

But the 22% NOI in the 13, that is really apples to oranges from a previous net lease structure, correct? Just so I understand that correctly.

Yeah, that's fair, yes.

Just to give visibility in regard to what we had under our rent structure and what we had comparable metrics so it looked like under SHOP. So that was why we broke that out separate.

That's right. And then that was -- sorry, go ahead.

No, you go ahead.

Oh, I was just going to say, yeah, but I mean that was -- we were in the structure able to capture the upside in those properties. And that's something strategically, as we thought about entering RIDEA, really started talking about seriously 18 months ago how to go about doing that. And we're just really excited we're able to do that and be able to capture the upside, and do so in a way that aligns our interests with our operators to incentivize them to drive performance.

But yeah, your comment that we're comparing that increase in NOI over the triple-net structure is fair. But I will say that, as we did that, we were able to capture the upside because the covers on that Anthem portfolio were pretty close to where the rents we were collecting.

Right. Understood. Got that. Okay. In terms of the CapEx, I see your guidance is a little less than $5 million a year on whatever you own, weighted-average-wise for the year. $5 million just feels low to me for a $1 billion portfolio. Is that a function of its age? I wonder what you think the CapEx burden might be for LTC going forward when you are kind of fully built out $1 billion or so of assets?

Yeah. That's a fair question. I guess I'll answer it this way. So we have assumed basically about $1,500 a unit. So for the portfolio that we currently have, the 30 properties, we did go through those recurring CapEx budgets and we feel pretty comfortable with those given the age of the assets. We didn't feel like we were really stretching or deferring anything and felt like that was what was requisite to keep the buildings competitive. So we'll have to see how that evolves. I'll say the overall number includes an assumption, kind of a weighted average, so that $1,500 a unit for acquisitions going forward.

Yeah, and I don't think you can compare our CapEx budget to our peers just because the makeup of our SHOP portfolio is so different. I mean, with an average age of nine years, that's really young, really new buildings that don't have a lot of CapEx requirements.

But it was strategic on our part because as we were introducing this portfolio, to simplify the integration of this and have assets that can compete against potential new development, I mean we do see that over time that will increase. But for the interim and short-term period, that's why you're seeing a lower spend.

Okay, yeah. I was going to say young does become old, unfortunately, over time.

We all age, Rich. We all age.

But, Rich, I will say as we worked through the budgets, we're not deferring things, and we're not targeting a number. We're committed to invest in the portfolio to keep it competitive. And so if that number drifts up to drive NOI growth, that's what we'll do. But we did try to look at this from a holistic perspective, and we certainly were not looking to trim a number out of those maintenance CapEx budgets going forward.

Okay. Last for me. You call yourself done at the end of 2026 with this transformation, 45% essentially SHOP. Is that your version of the efficient frontier, or will you expect the SHOP exposure to trickle up from that point forward? Or is a 50% exposure to SHOP your sweet spot?

We don't have a target on it, Rich. It's really transformation versus evolution. And transformation, this is something that we've done quickly. And to Clint’s prepared remarks points, 18 months. That is really, really fast to change the complexion of a company. After this year, it's an evolution.

We will continue to invest where we see the best return for our shareholders, which in our crystal ball looks like it will continue to be SHOP. But if it is not, we will pivot to the investment that drives shareholder value the best. For right now, it will be an evolution more towards SHOP than a transformation after this year.

Understood.

Samuel Ohiomah, Deutsche Bank.

Given the RevPOR-expense spread you guys saw in the quarter, how confident are you that the SHOP portfolio can deliver the growth you are guiding to? And can you walk us through the key operational levers that you have relied on to get you guys there?

I think the key levers are laid out there in the supplemental on our guidance page. So I think that if you zoom out, with occupancy growth, our EXPOR expectations are just slightly below what people would expect for inflation. I don't think that that's a particularly aggressive assumption. I think some may point to the top-line occupancy growth of 150 bps as maybe a little conservative. So we're really trying to -- it's a 30-property portfolio, the 27 that we guided to, 13 we converted and then everything that we have acquired to date, so everything is at or near stabilization.

But it's really hard to, with a portfolio that size, to really zoom in more than the detail that we have given you on operational levers. I mean we feel like that's appropriate. Then with 27 properties, you're going to have more variance that you would in a 500-property portfolio.

But I think, again, we felt good about the RevPOR assumptions going forward. We think it is achievable. We don't think it's a layup. EXPOR same thing. So we try to put the Goldilocks level of guidance out there that stretches our operators but is achievable.

That makes sense. I guess, the second question I have is, I know you guys have talked about and we all know that supply hasn't really been an issue, but has anything around that changed at all?

I would say not really supply. We haven't seen -- What you do see more is that operators that have a track record in development are talking more about gearing up for development. I think that is where you are hearing more talk. It is not so much shovels in the ground; it is more that they see that there is going to be a need for supply in the future. They have experience doing it, and they are trying to prepare to participate in that when the time does come.

I think specifically within our SHOP portfolio, the construction activity is very light. There may be one under construction, one under consideration, and some expansions here and there around the edges, but it is very light.

Makes sense. I appreciate your time guys.

We have reached the end of our question and answer session. Before I turn the call back to management, please note that today’s comments including the question-and-answer session may have included forward-looking statements subject to risks and uncertainties that may cause actual results and events to differ materially. These risks and uncertainties are detailed in the LTC Properties filings with the Securities and Exchange Commission from time to time, including the company’s most recent 10-K dated December 31, 2025. LTC undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation.

I'd now like to turn the floor back over to management for further closing comments.

Thank you, operator, and thanks to everyone for your thoughtful questions. We appreciate your continued interest, and we look forward to updating you on our progress next quarter.

Thank you. That does conclude today's conference and webcast. You may disconnect your lines at this time, and have a wonderful day. We thank you for your participation today.