UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2017~~2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from ____ to ____

Commission file number 1-11314

LTC PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)


Maryland				71-0720518
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification No.)

2829 Townsgate Road, Suite 350

Westlake Village, California 91361

(Address of principal executive offices, including zip code)

(805) 981-8655

(Registrant’s telephone number, including area code)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of common stock outstanding on ~~April 28, 2017~~May 4, 2018 was ~~39,573,448.~~39,628,835.

Table of Contents

LTC PROPERTIES, INC.

FORM 10-Q

March 31, ~~2017~~2018

INDEX


PART I -- Financial Information		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	~~Consolidated Statements of~~ and Comprehensive Income	54
	Consolidated Statements of Cash Flows	65
	Notes to Consolidated Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2932
Item 4.	Controls and Procedures	3032
PART II -- Other Information

Item 1.	Legal Proceedings	3133
Item 1A.	Risk Factors	3133
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3133
Item 6.	Exhibits	3234

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LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share)


	March 31, 2017		December 31, 2016		March 31, 2018		December 31, 2017
	(unaudited)		(audited)		(unaudited)		(audited)
ASSETS
Investments:
Land	$	115,793	$	116,096	$	121,496	$	124,041
Buildings and improvements		1,187,897		1,185,467		1,236,605		1,262,335
Accumulated depreciation and amortization		(284,134)		(275,861)		(292,222)		(304,117)
Operating real estate property, net		1,019,556		1,025,702		1,065,879		1,082,259
Properties held-for-sale, net of accumulated depreciation: 2017—$1,058; 2016—$0		1,170		—
Properties held-for-sale, net of accumulated depreciation: 2018—$23,223; 2017—$1,916						20,182		3,830
Real property investments, net		1,020,726		1,025,702		1,086,061		1,086,089

Mortgage loans receivable, net of loan loss reserve: 2017—$2,249; 2016—$2,315		223,292		229,801
Mortgage loans receivable, net of loan loss reserve: 2018—$2,351; 2017—$2,255						233,383		223,907
Real estate investments, net		1,244,018		1,255,503		1,319,444		1,309,996
Notes receivable, net of loan loss reserve: 2017—$166; 2016—$166		16,402		16,427
Notes receivable, net of loan loss reserve: 2018—$166; 2017—$166						16,402		16,402
Investments in unconsolidated joint ventures		26,181		25,221		30,289		29,898
Investments, net		1,286,601		1,297,151		1,366,135		1,356,296

Other assets:
Cash and cash equivalents		8,732		7,991		3,784		5,213
Debt issue costs related to bank borrowings		1,584		1,847		540		810
Interest receivable		10,868		9,683		16,456		15,050
Straight-line rent receivable, net of allowance for doubtful accounts: 2017—$988; 2016—$960		58,115		55,276
Straight-line rent receivable, net of allowance for doubtful accounts: 2018—$726; 2017—$814						68,017		64,490
Lease incentives						21,321		21,481
Prepaid expenses and other assets		25,690		22,948		2,877		2,230
Total assets	$	1,391,590	$	1,394,896	$	1,479,130	$	1,465,570
LIABILITIES
Bank borrowings	$	—	$	107,100	$	120,500	$	96,500
Senior unsecured notes, net of debt issue costs: 2017—$1,260; 2016—$1,009		597,873		502,291
Senior unsecured notes, net of debt issue costs: 2018—$1,079; 2017—$1,131						566,888		571,002
Accrued interest		4,259		4,675		4,114		5,276
Accrued incentives and earn-outs		12,015		12,229		9,041		8,916
Accrued expenses and other liabilities		24,303		28,553		21,724		25,228
Total liabilities		638,450		654,848		722,267		706,922
EQUITY
Stockholders’ equity:
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2017—39,573; 2016—39,221		396		392
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2018—39,629; 2017—39,570						396		396
Capital in excess of par value		853,132		839,005		857,426		856,992
Cumulative net income		1,034,956		1,013,443		1,121,142		1,100,783
Cumulative distributions		(1,135,344)		(1,112,792)		(1,225,589)		(1,203,011)
Total LTC Properties, Inc. stockholders’ equity						753,375		755,160
Non-controlling interests						3,488		3,488
Total equity		753,140		740,048		756,863		758,648
Total liabilities and equity	$	1,391,590	$	1,394,896	$	1,479,130	$	1,465,570

See accompanying notes.

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LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(amounts in thousands, except per share, unaudited)


	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2017		2016		2018		2017
Revenues:
Rental income	$	35,035	$	31,880	$	34,505	$	35,035
Interest income from mortgage loans		6,748		6,578		6,816		6,748
Interest and other income		839		146		489		839
Total revenues		42,622		38,604		41,810		42,622
Expenses:
Interest expense		7,471		6,000		7,829		7,471
Depreciation and amortization		9,359		8,561		9,444		9,359
(Recovery) provision for doubtful accounts		(38)		84
Provision (recovery) for doubtful accounts						8		(38)
Transaction costs		22		90		4		22
General and administrative expenses		4,740		4,283		4,797		4,740
Total expenses		21,554		19,018		22,082		21,554
Operating income		21,068		19,586		19,728		21,068
Income from unconsolidated joint ventures		445		272		631		445
Net income		21,513		19,858		20,359		21,513
Income allocated to participating securities		(97)		(101)		(88)		(97)
Net income available to common stockholders	$	21,416	$	19,757	$	20,271	$	21,416

Earnings per common share:
Basic	$	0.54	$	0.53	$	0.51	$	0.54
Diluted	$	0.54	$	0.53	$	0.51	$	0.54

Weighted average shares used to calculate earnings per common share:
Basic		39,366		37,446		39,451		39,366
Diluted		39,612		37,459		39,454		39,612

Dividends declared and paid per common share	$	0.57	$	0.54	$	0.57	$	0.57

Comprehensive Income:
Net income					$	20,359	$	21,513
Comprehensive income					$	20,359	$	21,513

See accompanying notes.

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~~LTC PROPERTIES, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Amounts in thousands, unaudited)~~

Three Months Ended

March 31,

2017

2016

Net income

$
21,513

$
19,858

Reclassification adjustment

—

(28)

Comprehensive income

$
21,513

$
19,830

~~See accompanying notes.~~

~~Table of Contents~~

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands, unaudited)


	Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2018		2017
OPERATING ACTIVITIES:
Net income	$	21,513	$	19,858	$	20,359	$	21,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,359		8,561		9,444		9,359
Stock-based compensation expense		1,259		990		1,376		1,259
Income from unconsolidated joint ventures		(445)		(272)		(631)		(445)
Income distributions from unconsolidated joint ventures		356		268		543		356
Straight-line rental income		(2,867)		(2,835)		(3,440)		(2,867)
Amortization of lease incentive		527		518
Lease incentives funding						(380)		(3,441)
Amortization of lease incentives						540		527
Provision for doubtful accounts		(38)		84		8		(38)
Non-cash interest related to contingent liabilities		226		149		126		226
Other non-cash items, net		314		291		323		314
Increase in interest receivable		(1,185)		(1,279)		(1,406)		(1,185)
Decrease in accrued interest payable		(416)		(1,122)		(1,162)		(416)
Net change in other assets and liabilities		(7,553)		(5,606)		(4,107)		(4,112)
Net cash provided by operating activities		21,050		19,605		21,593		21,050
INVESTING ACTIVITIES:
Investment in real estate properties		—		(16,000)
Investment in real estate developments		(3,443)		(13,439)		(8,591)		(3,443)
Investment in real estate capital improvements		(742)		(3,253)		(534)		(742)
Capitalized interest		(170)		(686)		(259)		(170)
Proceeds from sale of real estate, net		—		1,750
Investment in real estate mortgage loans receivable		(4,384)		(6,599)		(9,610)		(4,384)
Principal payments received on mortgage loans receivable		10,958		1,015		37		10,958
Investments in unconsolidated joint ventures		(914)		—		(380)		(914)
Payment of working capital reserve		(439)		(299)		—		(439)
Advances and originations under notes receivable		—		(93)
Principal payments received on notes receivable		25		30		—		25
Net cash provided by (used in) investing activities		891		(37,574)
Net cash (used in) provided by investing activities						(19,337)		891
FINANCING ACTIVITIES:
Bank borrowings		3,500		40,500		24,000		3,500
Repayment of bank borrowings		(110,600)		—		—		(110,600)
Proceeds from issuance of senior unsecured notes		100,000		—		—		100,000
Principal payments on senior unsecured notes		(4,167)		(4,167)		(4,166)		(4,167)
Proceeds from common stock issued		14,578		14,637		—		14,578
Stock option exercises						123		—
Distributions paid to stockholders		(22,552)		(20,347)		(22,578)		(22,552)
Financing costs paid		(301)		—		—		(301)
Other		(1,658)		(1,316)		(1,064)		(1,658)
Net cash (used in) provided by financing activities		(21,200)		29,307
Increase in cash and cash equivalents		741		11,338
Net cash used in financing activities						(3,685)		(21,200)
(Decrease) increase in cash and cash equivalents						(1,429)		741
Cash and cash equivalents, beginning of period		7,991		12,942		5,213		7,991
Cash and cash equivalents, end of period	$	8,732	$	24,280	$	3,784	$	8,732

Supplemental disclosure of cash flow information:
Interest paid	$	7,574	$	6,807	$	8,669	$	7,574

See accompanying notes.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

1.General

LTC Properties, Inc., a health care real estate investment trust (or REIT), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (or SNF), assisted living communities (or ALF), independent living communities (or ILF), memory care communities (or MC) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment.

We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (or SEC). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (or GAAP) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 are not necessarily indicative of the results for a full year.

No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders.

New Accounting ~~Pronouncements.~~Pronouncements

In May 2014, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update (or ASU) 2014-09, Revenue from Contracts with Customers, which ~~requires~~outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to ~~be based upon~~depict the ~~consideration expected from customers for~~transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While this ASU specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate. Additionally, the FASB has issued targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The new standard and its amendments are effective on January 1, 2018, ~~permits either~~and permit reporting entities to apply the ~~retrospective or cumulative effects transition method and allows for early adoption on January 1, 2017. We expect to adopt this~~ standard using ~~the~~either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption ~~method on January 1, 2018. We are currently evaluating the impact of this ASU but we do not believe this standard will have a material impact on our results of operations~~ or ~~financial condition, as a substantial portion of our revenues consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09.~~

~~In February 2016, the FASB issued ASU No. 2016-02 (or ASU 2016-02),~~ ~~Leases (Topic 842)~~. ASU 2016-02 modifies existing guidance for off-balance sheet treatment of a lessees’ operating leases by requiring lessees to recognize lease assets and lease liabilities. Under ASU 2016-02, lessor accounting is largely unchanged. Consistent with present standards, we will continue to account for lease revenue on a

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

full retrospective approach. We have assessed our revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. We have evaluated the provisions of ASU 2014-09 and its related updates and closely monitored developments and additional guidance to determine the potential impact of the new standard. We have concluded that adoption of this standard does not have an impact on our results of operations or financial condition, as our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09. We adopted this standard using the modified retrospective adoption method on January 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02 (or ASU 2016-02), Leases (Topic 842). The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 modifies existing guidance by requiring lessees to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases.ASU 2016-02 requires the lessors to identify lease and non-lease components of a lease agreement. ASU 2016-02 will govern the recognition of revenue for lease components. Revenue related to non-lease components under lease agreements will be subject to the revenue recognition standard, upon adoption of this ASU. Entities are required to use a modified retrospective approach for leases that exist or are entered into after January 1, 2017, the beginning of the earliest comparative period presented in the 2019 consolidated financial statements with a cumulative adjustment to the opening balance of retained earnings. In January 2018, the FASB proposed to amend ASU 2016-02 allowing the lessors, as a practical expedient, an election to not separate the non-lease components from the related lease components and instead, to account for those components as a single lease component (if certain criteria are met). The practical expedient option is available as a single election that must be consistently applied to all existing leases at the date of adoption. Furthermore, in March 2018, the FASB agreed to issue an amendment to ASU 2016-02 that would provide an entity the optional transition method to make January 1, 2019, the initial application date of the ASU, rather than January 1, 2017. Consequently, entities that elect both the practical expedient and the optional transitional method will apply the new lease ASU prospectively to leases commencing or modified after January 1, 2019, and will not be required to apply the disclosures under the new lease ASU to comparative periods.

Consistent with present standards, we will continue to account for lease revenue on a straight-line basis ~~for most leases.~~when applicable. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We have begun our process for implementing this guidance, including identifying any non-lease components in our lease arrangements. We ~~are continuing~~will continue to evaluate this guidance and the impact to us, as both lessor and lessee, on our consolidated financial statements.

~~In March 2016, FASB issued ASU No. 2016-07 (or ASU 2016-07),~~ ~~Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.~~ ASU 2016-07 eliminates retroactive adjustment of an investment upon an investment qualifying for the equity method of accounting and requires the equity method investor to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements.

~~In March 2016, FASB issued ASU No. 2016-09 (or ASU 2016-09),~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.~~ ~~ASU 2016-09 addresses several aspects of the accounting for share-based payment award transactions, including: (~~a~~) income tax consequences; (~~b~~) classification of awards as either equity or liabilities; and (~~c) classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In August 2016, FASB issued ASU No. 2016-15 (or ASU 2016-15), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force). ASU 2016-15 provides guidance that reduces the diversity in practice of the classification of certain cash receipts and cash payments within the statement of cash flows. This guidance is effective for fiscal periods beginning after December 15, ~~2017 and allows for early adoption.~~2017. We adopted this standard on January 1, 2018. The ~~anticipated impact of the~~ adoption of this guidance did not have a material impact on ~~the Company’s~~our financial ~~statements is still being evaluated.~~statements.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

In January 2017, the FASB issued ASU No. 2017-01(or ASU 2017-01), Business Combinations (Topic 805): Clarifying Definition of a Business. ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for transactions that have not been reported in previously issued (or available to be issued) financial statements. We adopted ASU 2017-01 during the second quarter of 2017. Historically, our acquisitions qualified as either a business combination or asset acquisition. ~~Upon~~The adoption of this ASU ~~we believe~~did not have a material impact on the company’s results of operations or financial condition as most of our acquisitions of investment properties will continue to qualify as asset ~~acquisitions; therefore, we do~~acquisitions.

In February 2017, the FASB issued ASU No. 2017-05 (or ASU 2017-05), Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 defines an in-substance nonfinancial asset and clarifies guidance related to partial sales of nonfinancial assets. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this ASU did not ~~believe this standard will~~ have a material impact on ~~our results of operations or~~the consolidated financial ~~condition.~~statements and related notes.

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~~LTC PROPERTIES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~CONTINUED~~

~~(Unaudited)~~

2.Real Estate Investments

Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (or collectively ALF). Historically, we had a property classification identified as range of care communities (or ROC) which consisted of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Since we only have seven ROC remaining and given that these properties derive materially all of their revenue from skilled nursing services, we elected to reclassify them into the SNF property classification.

Any reference to the number of properties or facilities, number of units, number of beds, number of operators and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Owned Properties. The following table summarizes our investments in owned properties at March 31, ~~2017~~2018 (dollar amounts in thousands):


								Average									Average
			Percentage		Number	Number of		Investment				Percentage		Number	Number of		Investment
	Gross		of		of	SNF	ALF	per		Gross		of		of	SNF	ALF	per
Type of Property	Investments		Investments		Properties(1)	Beds	Units	Bed/Unit		Investments		Investments		Properties(1)	Beds	Units	Bed/Unit
Assisted Living	$	699,004	53.5	%	104	—	5,707	$	122.48	$	784,229	56.0	%	105	—	5,962	$	131.54
Skilled Nursing~~(2)~~		579,627	44.4	%	76	9,245	274	$	60.89		577,808	41.2	%	75	9,204	261	$	61.05
Under Development~~(3)~~(2)		17,071	1.3	%	—	—	—		—		28,729	2.0	%	—	—	—		—
Other~~(4)~~(3)		10,216	0.8	%	1	118	—		—		10,740	0.8	%	1	118	—		—
Totals	$	1,305,918	100.0	%	181	9,363	5,981			$	1,401,506	100.0	%	181	9,322	6,223

⁽¹⁾

We own properties in 28 states that are leased to 2729 different operators.

⁽²⁾

~~Includes seven SNFs with ALF units.~~Represents three development projects, consisting of a 66-unit MC located in Illinois, a 110-unit ILF/ALF/MC in Wisconsin and a 143-bed SNF in Kentucky.

⁽³⁾

~~Represents three development projects consisting of two MC with a total of 132 units and a 143-bed SNF.~~

⁽⁴⁾

Includes three parcels of land held-for-use, and one behavioral health care hospital. ~~The behavioral health care hospital has two licensed skilled nursing beds and 116 acute care licensed hospital beds which represents an investment of $78.39 per bed.~~

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease:

(i)

a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0%;

(ii)

a calculation based on the Consumer Price Index;

(iii)

as a percentage of facility net patient revenues in excess of base amounts; or

(iv)

specific dollar increases.

During the three months ended March 31, 2018 and 2017, we invested the following in development and improvement projects (in thousands):


	Three months ended March 31, 2018				Three months ended March 31, 2017
	Developments		Improvements		Developments			Improvements
Assisted Living Communities	$	6,803	$	122	$	2,941	$	41
Skilled Nursing Centers		1,788		279		502		701
Other		—		133		—		—
Totals	$	8,591	$	534	$	3,443	$	742

Properties held-for-sale. The following summarizes our properties held-for-sale as of March 31, 2018 (dollar amounts in thousands):


		Number
		of		Gross		Accumulated	Number of
State	Type of Property	Properties		Investment		Depreciation	Beds/units
Ohio (1)	ALF	5	$	29,332	$	17,574	251
Pennsylvania (1)	ALF	1		8,327		3,733	69
Texas	ALF	1		5,746		1,916	140
Totals		7	$	43,405	$	23,223	460

⁽¹⁾

Represents a portfolio of six assisted living communities that are leased under a master lease agreement expiring on April 30, 2018. Subsequent to March 31, 2018, we sold these properties for $67,500.

Property Sales. We did not sell properties during the three months ended March 31, 2018 and 2017. Subsequent to March 31, 2018, we sold a portfolio of six assisted living communities in Ohio and Pennsylvania with a total of 320 units for an aggregate price of $67,500,000. These properties have a combined net book value of approximately $16,350,000. As a result of this transaction, we expect to recognize a net gain on sale of approximately $48,000,000. These properties were classified as held-for-sale during the first quarter of 2018. See Properties held-for-sale abovefor more information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

~~During the three months ended March 31, 2017 and 2016, we invested the following in development and improvement projects~~ ~~(in thousands)~~:

Three months ended  March 31, 2017

Three months ended  March 31, 2016


Development

Improvements

Development

Improvements
Assisted Living Communities

$
2,941

$
41

$
13,439

$
1,135
Skilled Nursing Centers

502

701

-

2,118

$
3,443

$
742

$
13,439

$
3,253

During the three months ended March 31, 2016, we sold a 48-unit assisted living community located in Florida for $1,750,000 and we acquired a newly constructed 126-bed skilled nursing center in Texas for $16,000,000.

Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at March 31, ~~2017~~2018 (dollar amounts in thousands):

Percentage

Number

Number

Number of

Investment

Gross

of

of

of

SNF

ALF

per

Type of Property

Investments

Investments

Loans

Properties(1)

Beds

Units

Bed/Unit

Skilled Nursing

$
219,671

97.4
%
5

21

2,828

—

$
77.68

Assisted Living(2)

4,664

2.1
%
1

1

—

70

$
66.63

Other(3)

1,206

0.5
%
1

—

—

—

—

Totals

$
225,541

100.0
%
7

22

2,828

70


				Type	Percentage		Number of			Investment
		Gross		of	of				SNF	per
Interest Rate(1)	Maturity	Investments		Property	Investments		Loans(2)	Properties(3)	Beds	Bed/Unit
9.2%	2045	$	25,196	SNF	10.7	%	1	3	375	$	67.19
9.4%	2020		9,429	SNF	4.0	%	1	2	205	$	46.00
9.4%	2045		13,306	SNF	5.6	%	1	1	157	$	84.75
9.5%	2043		186,705	SNF	79.2	%	1	15	2,043	$	91.39
11.4%	2019		1,098	SNF	0.5	%	1	1	84	$	13.07
Totals		$	235,734		100.0	%	5	22	2,864	$	82.31

⁽¹⁾

~~We have investments~~The majority of the mortgage loans provide for annual increases in ~~properties located in four states that include mortgages to four different operators.~~the interest rate based upon a specified increase by 2.25%.

⁽²⁾

~~Represents a first~~Some loans contain certain guarantees, provide for certain facility fees and the majority of the mortgage ~~on a 70-unit assisted living community. Subsequent to March 31, 2017, we received the payoff from this mortgage loan.~~loans have 30-year amortization schedules.

⁽³⁾

~~Includes a parcel of land secured under a short-term mortgage loan. Subsequent~~We have investments in properties located in two states that include mortgages to ~~March 31, 2017, we received the payoff from this mortgage loan.~~ two operators.

At March 31, 2017, the mortgage loans had interest rates ranging from 7.4% to 11.2% and maturities ranging from 2017 to 2045. In addition, some loans contain certain guarantees, provide for certain facility fees and generally have 20-year to 30-year amortization schedules. The majority of the mortgage loans provide for annual increases in the interest rate based upon a specified increase of 10 to 25 basis points.

The following table summarizes our mortgage loan activity for the three months ended March 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

2017

2016

Origination/Funding

$
4,384

$
6,599

Pay-offs

10,796

513

Scheduled principal payments received

162

502


	Three months ended March 31,
	2018			2017
Originations and funding under mortgage loans receivable	$	9,610	(1)	$	4,384
Pay-offs received		—			(10,796)
Scheduled principal payments received		(37)			(162)
Net increase (decrease) in mortgage loans receivable	$	9,573		$	(6,574)

⁽¹⁾

During the first quarter of 2018, we funded an additional $7,400 under an existing mortgage loan for the purchase of a 112-bed skilled nursing center in Michigan. The incremental funding bears interest at 8.7%, fixed for five years, and escalating by 2.25% thereafter.

3.Investment in Unconsolidated Joint Ventures

Our investment in unconsolidated joint ventures consists of a preferred equity investment and two mezzanine loans which are accounted for as unconsolidated joint ventures in accordance with GAAP. The following table summarizes our investment in unconsolidated joint ventures (dollar amounts in thousands):


	Type	Type		Total		Currently		Number
	of	of		Preferred		Paid in		of		Investment
State	Properties	Investment		Return		Cash		Beds/ Units		Commitment
Arizona	ALF/MC/ILF	Preferred Equity	(1)	15	%	6	%	585	$	25,650
Florida	UDP-ALF/IL/MC	Mezzanine	(2)	15	%	10	%	99		2,900
Florida	UDP-ALF/MC	Mezzanine	(2)	15	%	10	%	127		3,400
								811	$	31,950

⁽¹⁾

We have concluded that the JV is a VIE in accordance with GAAP. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for the JV investment using the equity method.

⁽²⁾

We evaluated these acquisition, development and construction (or ADC) arrangements and determined that the characteristics are similar to jointly-owned investments or partnerships, and accordingly, these investments are accounted for as unconsolidated joint ventures under the equity method of accounting instead of loan accounting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

~~3.Investment in Unconsolidated Joint Ventures~~

~~Our investment~~The following table summarizes our capital contributions, income recognized and cash interest received related to our investments in unconsolidated joint ventures ~~consist of a preferred equity investment and two mezzanine loans which are accounted for as an unconsolidated joint venture in accordance with GAAP.~~

~~Preferred Equity Investment:~~ We provided a total preferred capital contribution commitment of $25,650,000 to an entity (or the JV) that owns four properties in Arizona that provides independent, assisted living and memory care services. As the preferred member of the JV, we are entitled to receive a 15% preferred return, a portion of which is paid in cash and a portion of which is deferred. The unpaid preferred return will be accrued to the extent of the common member’s capital account balance in the underlying JV. Since the common member’s capital account balance is $0, we did not record the deferred portion of the preferred return during the quarter ended March 31, 2017.(in thousands):


	Three Months Ended March 31,
Type	2018						2017
of		Capital		Income		Cash Interest		Capital		Income		Cash Interest
Properties		Contribution		Recognized		Received		Contribution		Recognized		Received
ALF/MC/ILF	$	380	$	429	$	446	$	914	$	317	$	302
UDP-ALF/IL/MC		—		128		97		—		128		54
UDP-ALF/MC		—		74		—		—		—		—
	$	380	$	631	$	543	$	914	$	445	$	356

During the three months ended March 31, 2017, we funded $914,000 of the preferred capital contribution. Accordingly, we have a remaining preferred capital contribution commitment of $2,823,000. At March 31, 2017 and December 31, 2016, our preferred equity investment was $23,234,000 and $22,321,000, respectively. During the three months ended March 31, 2017 and 2016, we recognized $317,000 and $272,000, respectively, in income and received $302,000 and $268,000, respectively, of cash interest from our preferred equity investment in the JV.

~~Mezzanine Loans:~~ During 2016, we entered into a $3,400,000 seven-year term mezzanine loan commitment for the development of a 127-unit senior housing community in Florida which will provide a combination of assisted living, memory care and independent living services. The loan agreement provides us a 15% preferred return, a portion of which is paid in cash and the remaining unpaid portion is deferred and subsequently paid to us at times set forth in the loan agreement. As of March 31, 2017 and December 31, 2016, no payments were funded under this mezzanine loan.

We also have a $2,900,000 mezzanine loan to develop a 99-unit senior housing community in Florida which will provide a combination of assisted living, memory care and independent living services. The loan bears interest at 10% and will escalate to 15%. Interest payments were deferred and no interest was recorded between the time of the commencement of the loan and February 1, 2017, the first payment date per the terms of the loan agreement. In accordance with GAAP, we used the effective interest method to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. During the three months ended March 31, 2017, we recognized $128,000 in income and received $54,000 of cash interest. At March 31, 2017 and December 31, 2016, the outstanding balance under this loan was $2,947,000 and $2,900,000, respectively.

4.Notes Receivable

Notes receivable consists of mezzanine loans and other loan arrangements. The following table ~~summarizes~~is a summary of our notes receivable ~~activities~~components as of March 31, 2018 and December 31, 2017 (in thousands):


		At March 31, 2018		At December 31, 2017
Mezzanine loans	$	13,700	$	13,700
Other loans		2,868		2,868
Notes receivable reserve		(166)		(166)
Total	$	16,402	$	16,402

5.Lease Incentives

The followingsummarizes lease incentives by component as of March 31, 2018 and December 31, 2017 (in thousands):


		At March 31, 2018		At December 31, 2017
Non-contingent lease incentives	$	14,863	$	14,904
Contingent lease incentives		6,458		6,577
Totals	$	21,321	$	21,481

The following table summarizes our lease incentive activity for the three months ended March 31, ~~2017~~2018, and ~~2016~~2017 (~~dollar amounts~~ in thousands):

2017

2016

Advances and originations under notes receivable
$
-

$
93

Principal payments received under notes receivable

(25)

(30)

Net (decrease) increase in notes receivable
$
(25)

$
63


	Three months ended March 31,
	2018				2017
		Funding		Amortization		Funding		Amortization
Non-contingent lease incentives	$	380	$	(421)	$	3,441	$	(360)
Contingent lease incentives		-		(119)		-		(167)
Totals	$	380	$	(540)	$	3,441	$	(527)

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

Non-contingent lease incentives represent payments made to our lessees for various reasons including entering into a new lease or lease amendments and extensions. Contingent lease incentives represent potential contingent earn-out payments that may be made to our lessees in the future, as part of our lease agreements. From time to time, we may commit to provide contingent payments to our lessees, upon our properties achieving certain rent coverage ratios. Once the contingent payment becomes probable and estimable, the contingent payment is recorded as a lease incentive. Lease incentives are amortized as a yield adjustment to rental income over the remaining life of the lease.

5.6.Debt Obligations

~~The following table sets forth information regarding debt obligations by component as of March 31, 2017 and December 31, 2016 (dollar amounts in thousands):~~

At March 31, 2017

At December 31, 2016

Applicable

Available

Available

Interest

Outstanding

for

Outstanding

for

Debt Obligations

Rate(1)

Balance

Borrowing

Balance

Borrowing

Bank borrowings

n.a

$
-

$
600,000

$
107,100

$
492,900

Senior unsecured notes, net of debt issue costs

4.50%

597,873

36,667

502,291

22,500

Total

4.50%

$
597,873

$
609,391

⁽¹⁾

~~Represents weighted average of interest rate as of March 31, 2017.~~

Bank Borrowings. We have an Unsecured Credit Agreement that provides for a revolving line of credit up to $600,000,000. The Unsecured Credit Agreement matures on October 14, 2018 and provides for a one-year extension option at our discretion, subject to customary conditions. Based on our leverage at March 31, ~~2017,~~2018, the facility provides for interest annually at LIBOR plus 150 basis points and an unused commitment fee of 35 basis points. During the three months ended March 31, 2017, we borrowed $3,500,000 and repaid $110,600,000, respectively under our unsecured revolving line of credit. During the three months ended March 31, 2016, we borrowed $40,500,000 under our unsecured revolving line of credit. At March 31, ~~2017,~~2018, we were in compliance with all covenants.

Senior Unsecured Notes. During ~~the three months ended March 31,~~ 2017, we amended our shelf agreement with affiliates and managed accounts of Prudential Investment Management, Inc. (or Prudential) to increase our shelf commitment to $337,500,000. ~~Additionally, we sold 15-year senior unsecured notes in the aggregate amount~~

The debt obligations by component as of $100,000,000 to a group of institutional investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual fixed rate of 4.5%, have scheduled principal payments and mature on February 16, 2032. During each of the three months ended March 31, 2018 and December 31, 2017 ~~and 2016, we paid $4,167,000~~are as follows (dollar amounts in ~~regular scheduled principal payments to Prudential.~~

~~6.Equity~~thousands):



		At March 31, 2018				At December 31, 2017
	Applicable			Available				Available
	Interest	Outstanding		for		Outstanding		for
Debt Obligations	Rate(1)	Balance		Borrowing		Balance		Borrowing
Bank borrowings(2)	3.21%	$	120,500	$	479,500	$	96,500	$	503,500
Senior unsecured notes, net of debt issue costs	4.49%		566,888		67,833		571,002		63,667
Total	4.27%	$	687,388	$	547,333	$	667,502	$	567,167

⁽¹⁾

Represents weighted average of interest rate as of March 31, 2018.

⁽²⁾

Subsequent to March 31, 2018, we repaid $65,000 under our unsecured revolving line of credit. Accordingly, we have $55,500 outstanding under our unsecured revolving line of credit with $544,500 available for borrowing.

Our borrowings and repayments are as follows (in thousands):


	Three months ended March 31,
	2018				2017
Debt Obligations		Borrowings		Repayments	Borrowings			Repayments
Bank borrowings	$	24,000	$	—	$	3,500		$	(110,600)
Senior unsecured notes		—		(4,166)		100,000	(1)		(4,167)
Totals	$	24,000	$	(4,166)	$	103,500		$	(114,767)

⁽¹⁾

During 2017, we sold 15-year senior unsecured notes in the aggregate amount of $100,000 to a group of investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual rate of 4.5%, have scheduled principal payments and mature on February 16, 2032.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

7.Equity

Equity activity was as follows ~~(in~~(in thousands):


	Total		Total
	Equity		Equity
Balance at December 31, 2016	$	740,048
Balance at December 31, 2017			$	758,648
Net income		21,513		20,359
Proceeds from common stock issued, net of issuance costs		14,529
Stock-based compensation expense		1,259		1,376
Performance based stock units		(6)
Stock option exercise				123
Common stock dividends		(22,552)		(22,578)
Other		(1,651)		(1,065)
Balance at March 31, 2017	$	753,140
Balance at March 31, 2018			$	756,863

Common Stock. We have an equity distribution agreement to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our company common ~~share.~~ shares.

During the three months ended March 31, 2017, we sold 312,881 shares of common stock for $14,578,000 in net proceeds under our equity distribution agreement. ~~The proceeds were used to pay down our unsecured revolving line of~~

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~~LTC PROPERTIES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~CONTINUED~~

~~(Unaudited)~~

~~credit. In conjunction with the sale of common stock, we reclassified $49,000 of accumulated costs associated with this agreement to additional paid in capital. Accordingly, at~~At March 31, 2018, and 2017, we had $185,162,000 available under our ~~Equity Distribution Agreements.~~equity distribution agreement.

~~Also,during~~During the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we acquired ~~35,563~~28,256 shares and ~~30,910~~35,563 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Non-controlling Interests. During 2017, we entered into a partnership and acquired an 87-unit ALF and MC community for $10,000,000. Additionally, we entered into a partnership for the acquisition of land and development of a 110-unit ILF/ALF/MC community in Wisconsin. The commitment totals approximately $22,471,000 including the land purchase. We hold a 90% economic interest in both partnerships. Since we exercise power over and receive benefits from the partnerships, we are considered the primary beneficiary of the partnerships. Accordingly, we consolidate the partnerships and carry the non-controlling interests at cost.

Available Shelf Registrations. ~~In 2016, we filed a new~~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 ~~additional~~ 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 ~~the~~our automatic shelf registration statement ~~we filed in 2016 (until its expiration on January 29, 2019)~~ 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.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

Distributions. We declared and paid the following cash dividends (in thousands):

Three Months Ended

March 31, 2017

March 31, 2016

Declared

Paid

Declared

Paid

Common Stock

$
22,552
(1)
$
22,552
(1)
$
20,347
(2)
$
20,347
(2)


	Three Months Ended March 31,
	2018						2017
	Declared			Paid			Declared			Paid
Common Stock	$	22,578	(1)	$	22,578	(1)	$	22,552	(1)	$	22,552	(1)

⁽¹⁾

Represents $0.19 per share per month for the three months ended March 31, 2018, and 2017.

⁽²⁾

~~Represents $0.18 per share per month for the three months ended March 31, 2016.~~

In April ~~2017,~~2018, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June, payable on April ~~28,~~30, May 31, and June ~~30, 2017,~~29, 2018, respectively, to stockholders of record on April 20, May 23, and June ~~22, 2017,~~21, 2018, respectively.

Stock-Based Compensation. ~~During 2015, we adopted and~~Under our ~~shareholders approved the~~ 2015 Equity Participation Plan (or the 2015 Plan) ~~which replaces the 2008 Equity Participation Plan (or the 2008 Plan). Under the 2015 Plan,~~, 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion.

During the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, no stock options were ~~granted or exercised.~~ granted. The stock options exercised during the three months ended March 31, 2018 and 2017 were as follows:


		Weighted
		Average
	Options	Exercise		Option		Market
	Exercised	Price		Value		Value(1)
2018	5,000	$	24.65	$	123,000	$	205,000
2017	—	$	—	$	—	$	—

⁽¹⁾

As of exercise date.

At March 31, ~~2017,~~2018, we had ~~33,334~~20,000 stock options outstanding and exercisable. Compensation expense related to the vesting of stock options was ~~$2,000~~$0 and ~~$4,000~~$2,000 for the three months ended March 31, 2018 and 2017, respectively.

The following table summarizes our restricted stock and ~~2016, respectively.~~performance based stock units activity for the three months ended March 31, 2018 and 2017:


	Three months ended March 31,
	2018		2017
Outstanding, January 1		244,181		210,573
Granted		147,990		132,641
Vested		(61,733)		(65,683)
Outstanding, March 31		330,438		277,531

1314

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

During the three months ended March 31, ~~2017~~2018 and ~~2016,~~2017, we granted restricted stock and performance-based stock units under the 2015 Plan as follows:


	No. of	Price per			No. of	Price per
Year	Shares/Units	Share		Vesting Period	Shares/Units	Share		Vesting Period
2018					81,819	$	38.18	ratably over 3 years
					66,171	$	38.18	TSR targets (1)
					147,990

2017	74,760	$	45.76	ratably over 3 years	74,760	$	45.76	ratably over 3 years
	57,881	$	45.76	TSR targets (1)	57,881	$	45.76	TSR targets (1)
	132,641				132,641

2016	65,300	$	43.24	ratably over 3 years

⁽¹⁾

Vesting is based on achieving certain total shareholder return (or TSR) targets in 4 years with acceleration opportunity in 3 years.

Compensation expense recognized related to the vesting of restricted common stock and performance-based stock units for the three months ended March 31, ~~2017~~2018 was ~~$1,257,000,~~$1,376,000, compared to ~~$986,000~~$1,257,000 for the same period in ~~2016.~~2017. At March 31, ~~2017,~~2018, 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:


	Remaining		Remaining
	Compensation		Compensation
Vesting Date	Expense		Expense
2017	$	3,997,000
2018		4,147,000	$	4,284,000
2019		2,312,000		4,100,000
2020		251,000		2,210,000
2021				238,000
	$	10,707,000	$	10,832,000

7.8.Commitments and Contingencies

At March 31, ~~2017,~~2018, we had commitments as follows ~~(in~~(in thousands):

September 30, 2016, we had commitments as follows (in thousands):






Total




Investment

2017

Commitment

Remaining


Commitment

Funding

Funded

Commitment

Real estate properties (See Note 2)

$
66,224
(1)
$
3,501

$
20,905

$
45,319

Accrued incentives and earn-out liabilities (2)

14,600

—

—

14,600

Lease incentives

8,808

3,035

5,817

2,991

Mortgage loans (See Note 2)

51,000
(1)

4,384

9,722

41,278

Joint venture investments (See Note 3)

29,050

914

22,827

6,223

Notes receivable (See Note 4)

200

—

—

200

Totals

$
169,882

$
11,834

$
59,271

$
110,611


						Total
	Investment			2018		Commitment		Remaining
	Commitment			Funding		Funded		Commitment
Real estate properties (Note 2. Real Estate Investments)	$	91,668	(1)	$	9,093	$	47,590	$	44,078
Accrued incentives and earn-out liabilities (2)		23,000			—		—		23,000
Lease incentives and rent abatements (Note 5. Lease Incentives)		6,090			1,388		3,633		2,457
Mortgage loans (Note 2. Real Estate Investments)		58,700	(3)		2,210		19,462		39,238
Joint venture investments (Note 3. Investments in Unconsolidated Joint Ventures)		25,650			380		23,393		2,257
Notes receivable (Note 4. Notes Receivable)		500			—		—		500
Totals	$	205,608		$	13,071	$	94,078	$	111,530

⁽¹⁾

Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties.

⁽²⁾

During the three months ended March 31, ~~2017,~~2018, we recorded non‑cash interest expense of ~~$226~~$126 related to these contingent ~~liabilities and~~liabilities. At March 31, 2018, the fair value of our contingent payments was ~~$12,015 at March 31, 2017.~~$9,041.

⁽³⁾

Represents (1) above and contingent funding upon the borrower achieving certain coverage ratios.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

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

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~~LTC PROPERTIES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~ ~~CONTINUED~~

~~(Unaudited)~~

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.

8.9.Major Operators

We have ~~three~~four operators from each of which we derive approximately 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of March 31, ~~2017:~~2018:


	Number of		Number of		Percentage of				Number of		Number of		Percentage of
			SNF	ALF	Total		Total				SNF	ALF	Total		Total
Operator	SNF	ALF	Beds	Units	Revenue (1)		Assets		SNF	ALF	Beds	Units	Revenue (1)		Assets
Prestige Healthcare	22	—	2,862	93	16.3	%	16.2	%	23	—	2,898	93	17.2	%	16.3	%
Senior Lifestyle Corporation	—	27	—	1,632	12.0	%	12.6	%	—	23	—	1,457	11.6	%	10.9	%
Brookdale Senior Living	—	37	—	1,702	9.6	%	5.4	%	—	37	—	1,702	9.8	%	4.9	%
Senior Care Centers									11	—	1,444	—	9.5	%	7.5	%
Totals	22	64	2,862	3,427	37.9	%	34.2	%	34	60	4,342	3,252	48.1	%	39.6	%

⁽¹⁾

Includes rental income and interest income from mortgage loans.

Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, Senior Lifestyle Corporation, Brookdale Senior Living, Senior Care Centers, or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

9.10.Earnings per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):


						Three Months Ended
	March 31,					March 31,
	2017		2016			2018			2017
Net income	$	21,513	$	19,858		$	20,359		$	21,513
Less net income allocated to participating securities:
Non-forfeitable dividends on participating securities		(97)		(101)			(88)			(97)
Total net income allocated to participating securities		(97)		(101)
Net income available to common stockholders		21,416		19,757			20,271			21,416
Effect of dilutive securities:
Participating securities		97		—	(1)		—	(1)		97
Total effect of dilutive securities		97		—
Net income for diluted net income per share	$	21,513	$	19,757		$	20,271		$	21,513

Shares for basic net income per share		39,366		37,446			39,451			39,366
Effect of dilutive securities:
Stock options		11		13			3			11
Performance-based stock units		75		—			—	(2)		75
Participating securities		160		—	(1)		—	(1)		160
Total effect of dilutive securities		246		13			3			246
Shares for diluted net income per share		39,612		37,459			39,454			39,612

Basic net income per share	$	0.54	$	0.53		$	0.51		$	0.54
Diluted net income per share	$	0.54	$	0.53	(1)	$	0.51		$	0.54

⁽¹⁾

For the three months ended March 31, ~~2016,~~2018, the participating securities have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.

⁽²⁾

At March 31, 2018, no performance-based stock units would be earned based on TSR targets.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

~~10.~~11.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 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 fair value of our financial instruments as of March 31, ~~2017~~2018 and December 31, ~~2016~~2017 assuming election of fair value for our financial assets and financial liabilities were as follows (in thousands):


	At March 31, 2017					At December 31, 2016					At March 31, 2018					At December 31, 2017
	Carrying		Fair			Carrying		Fair			Carrying		Fair			Carrying		Fair
	Value		Value			Value		Value			Value		Value			Value		Value
Mortgage loans receivable	$	223,292	$	274,756	(1)	$	229,801	$	294,319	(1)	$	233,383	$	302,671	(1)	$	223,907	$	278,224	(1)
Bank borrowings		—		—			107,100		107,100	(2)		120,500		120,500	(2)		96,500		96,500	(2)
Senior unsecured notes, net of debt issue costs		597,873		591,621	(3)		502,291		498,915	(3)		566,888		559,155	(3)		571,002		577,126	(3)
Accrued incentives and earn-outs		12,015		12,015	(4)		12,229		12,229	(4)		9,041		9,041	(4)		8,916		8,916	(4)

⁽¹⁾

Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at March 31, ~~2017~~2018 and December 31, ~~2016~~2017 was ~~8.7%~~8.2% and ~~8.2%~~8.7%, respectively.

⁽²⁾

Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at March 31, 2018 and December 31, ~~2016~~2017 based upon prevailing market interest rates for similar debt arrangements.

⁽³⁾

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, 2018, the discount rate used to value our future cash outflow of our senior unsecured notes was 4.50% for those maturing before year 2026 and 4.75% for those maturing at or beyond year 2026. At December 31, 2017, the discount rate used to value our future cash outflow of our senior unsecured notes was ~~4.48%~~4.10% for those maturing before year 2026 and 4.68% for those maturing at or beyond year 2026. At December 31, 2016, the discount rate used to value our future cash outflow of our senior unsecured notes was 4.47% for those maturing before year 2026 and 4.60%4.30% for those maturing at or beyond year 2026.

⁽⁴⁾

Our accrued incentives and earn-outs are classified as Level 3. We estimated the fair value of the ~~contingent~~accrued incentives and earn‑out payments using a discounted cash flow analysis. The discount rate that we use consists of a risk‑free U.S. Treasury rate plus a company specific credit spread which we believe is acceptable by willing market participants. ~~At March 31, 2017 and December 31, 2016, the~~The discount rate used to value our accrued incentives and earn-outs was ~~5.9%.~~6.7% at March 31, 2018 and 6.2% at December 31, 2017.

~~11.Subsequent~~12.Subsequent Events

Subsequent to March 31, ~~2017,~~2018 the following events occurred:

~~Mortgage Loan Receivables:~~Real Estate: We ~~received $5,870,000 plus accrued interest related to the payoff~~sold a portfolio of ~~two mortgage loans secured by a 70-unit~~six assisted living ~~community~~communities in Ohio and Pennsylvania with a ~~parcel~~total of ~~land.~~320 units for an aggregate price of $67,500,000. These properties have a combined net book value of approximately $16,350,000. As a result of this transaction, we expect to recognize a net gain on sale of approximately $48,000,000. These properties were classified as held-for-sale during the first quarter of 2018. See Note 2. Real Estate Investments for more information.

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

Debt: We repaid $65,000,000 under our unsecured revolving line of credit. Accordingly, we have $55,500,000 outstanding under our unsecured revolving line of credit with $544,500,000 available for borrowing.

Equity: We declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2018, payable on April ~~28,~~30, May 31, and June ~~30, 2017,~~29, 2018, respectively to stockholders of record on April 20, May 23, and June ~~22, 2017,~~21, 2018, respectively.

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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward Looking Disclosure

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. You can identify some of the forward-looking statements by their use of forward-looking words, such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or the negative of those words or similar words. ~~Forward- looking~~Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, the status of the economy; the status of capital markets (including prevailing interest rates) and our access to capital; the income and returns available from investments in health care related real estate (including our ability to re-lease properties upon expiration of a lease term); the ability of our borrowers and lessees to meet their obligations to us; our reliance on a few major operators; competition faced by our borrowers and lessees within the health care industry; regulation of the health care industry by federal, state and local governments; changes in Medicare and Medicaid reimbursement amounts (including due to federal and state budget constraints); compliance with and changes to regulations and payment policies within the health care industry; debt that we may incur and changes in financing terms; our ability to continue to qualify as a real estate investment trust; the relative illiquidity of our real estate investments; potential limitations on our remedies when mortgage loans default; and risks and liabilities in connection with properties owned through limited liability companies and partnerships. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2017 and in our publicly available filings with the Securities and Exchange Commission. We do not undertake any responsibility to update or revise any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new information, future events or otherwise.

Executive Overview

Business and Investment Strategy

We are a self-administered health care real estate investment trust (or REIT) that invests ~~primarily~~ in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators.

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The below graph summarizes our investments as of March 31, 2018:

Our ~~primary~~ seniors housing and health care property classifications include skilled nursing centers (or SNF), assisted living communities (or ALF), independent living communities (or ILF), memory care communities (or MC) and combinations thereof. ALF, ILF, MC, and combinations thereof are included in the ALF property classification. Historically, we had a property classification identified as range of care communities (or ROC) which consisted of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Since we only have seven ROC remaining and given that these properties derive materially all of their revenue from skilled nursing services, we elected to

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~~reclassify them into the SNF property classification.~~ As of March 31, ~~2017,~~2018, seniors housing and long-term health care properties comprised approximately ~~99.3%~~99.4% of our real estate investment portfolio. We have been operating since August 1992.

Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals and interest earned on outstanding loans receivable. Our investments in owned properties and mortgage loans represent our ~~primary~~main source of liquidity to fund distributions and are dependent upon the performance of the operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of health care facility and operator. Our monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance.

In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. Some operating leases and loans are credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans secure multiple properties.

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Portfolio Overview

The following table summarizes our real estate investment portfolio as of March 31, ~~2017~~2018 (dollar amounts in thousands):


					Three Months Ended													Three Months Ended
			Percentage		March 31, 2017				Percentage		Number	Number of				Percentage		March 31, 2018				Percentage		Number	Number of
	Gross		of		Rental		Interest		of		of	SNF	ALF	Gross		of		Rental		Interest		of		of	SNF	ALF
Type of Property	Investments		Investments		Income		Income(1)		Revenues		Properties(2)	Beds(3)	Units(3)	Investments		Investments		Income		Income		Revenues		Properties(1)	Beds(2)	Units(2)
Skilled Nursing~~(4)~~	$	799,298	52.2	%	$	17,098	$	6,535	56.7	%	97	12,073	274	$	813,542	49.7	%	$	17,133	$	6,816	58.0	%	97	12,068	261
Assisted Living		703,668	46.0	%		17,721		88	42.7	%	105	—	5,777		784,229	47.9	%		17,145		—	41.5	%	105	—	5,962
Under Development~~(5)~~(3)		17,071	1.1	%		—		—	—	%	—	—	—		28,729	1.8	%		—		—	—	%	—	—	—
Other~~(6)~~(4)		11,422	0.7	%		216		27	0.6	%	1	118	—		10,740	0.6	%		227		—	0.5	%	1	118	—
Totals	$	1,531,459	100.0	%	$	35,035	$	6,650	100.0	%	203	12,191	6,051	$	1,637,240	100.0	%	$	34,505	$	6,816	100.0	%	203	12,186	6,223

⁽¹⁾

~~Excludes interest income from mortgage loans paid off during 2017.~~

⁽²⁾

We have investments in 29 states leased or mortgaged to 2830 different operators.

⁽³⁾⁽²⁾

See Item 1. Financial Statements – Note 2. Real Estate Investments for discussion of bed/unit count.

⁽⁴⁾

~~Includes seven SNFs with ALF units.~~

⁽⁵⁾⁽³⁾

Represents three development projects consisting of ~~two~~a 66-unit MC ~~with~~located in Illinois, a ~~total of 132 units~~110-unit ILF/ALF/MC located in Wisconsin and a 143-bed ~~SNF.~~SNF located in Kentucky.

⁽⁶⁾⁽⁴⁾

Includes ~~four~~three parcels of land held-for-use and one behavioral health care hospital. ~~The behavioral health care hospital has two licensed skilled nursing beds and 116 acute care licensed hospital beds.~~

As of March 31, ~~2017~~2018 we had ~~$1.~~2$1.3 billion in carrying value of net real estate investments, consisting of ~~$1.0~~$1.1 billion or ~~82.1%~~82.3% invested in owned and leased properties and $0.2 billion or ~~17.9%~~17.7% invested in mortgage loans secured by first mortgages.

For the three months ended March 31, ~~2017,~~2018, rental income and interest income from mortgage loans represented ~~82.2%~~82.5% and ~~15.8%~~16.3%, respectively, of total gross revenues. In most instances, our lease structure contains fixed annual rental escalations, which are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. For those certain leases, the revenue is not recognized until the appropriate contingencies have been resolved.

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During the three months ended March 31, 2018, there were no lease renewals. For the three months ended March 31, ~~2017,~~2018, we recorded ~~$2.9~~$3.4 million in straight-line rental income and ~~$28,000~~recovered a net of $0.1 million in straight-line rent receivable reserve. During the three months ended March 31, ~~2017,~~2018, we received ~~$32.7~~$31.6 million of cash rental revenue and recorded amortization of lease ~~incentive~~incentives cost of $0.5 million. ~~During the three months ended March 31, 2017, an existing lease was amended to extend the term for an additional five years and increase rent by 2%.~~ At March 31, ~~2017,~~2018, the straight-line rent receivable balance, net of reserves, on the balance sheet was ~~$58.1~~$68.0 million.

~~2017 Activities Overview~~Update on Anthem Memory Care and Preferred Care

~~Development Projects~~

During ~~the three months ended March 31,~~ 2017, we ~~invested the following in~~issued a notice of default to Anthem Memory Care (or Anthem) resulting from Anthem’s partial payment of minimum rent. Anthem operates one property under development and ~~improvement projects~~ ~~(in thousands):~~

Development

Improvements
Assisted Living Communities

$
2,941

$
41
Skilled Nursing Centers

502

701

$
3,443

$
742

~~Investment in Mortgage Loans~~

~~A summary~~ten operational memory care communities under a master lease. We are currently not pursuing enforcement of our ~~mortgage loan origination~~rights and ~~funding for~~remedies pertaining to known events of default under the ~~three months ended March 31, 2017, is as follows~~ (~~in thousands):~~

2017

Origination/Funding

$
4,384

Pay-offs

10,796

Scheduled principal payments received

162

~~Subsequent to March 31, 2017, we received $5.9 million plus accrued interest related to~~master lease and our guarantees, with the ~~payoff~~stipulation that Anthem Memory Care achieve certain level of ~~two mortgage loans secured by~~performance and pay a ~~70-unit assisted living community and a parcel~~minimum of ~~land.~~

~~Investment in Unconsolidated Joint Ventures~~

~~Our investment in unconsolidated joint ventures consist of a preferred equity investment and two mezzanine loans which are accounted for as an unconsolidated joint venture in accordance with GAAP.~~

~~Preferred Equity Investment:~~ We provided a total preferred capital contribution commitment of $25.7 million to an entity (or the JV) that owns four properties in Arizona that provides independent, assisted living and memory care services. During the three months ended March 31, 2017, we funded $0.9 million of the preferred capital contribution with a remaining preferred capital contribution commitment of $2.8 million. At March 31, 2017, our preferred equity investment was $23.2 million. During the three months ended March 31, 2017, we recognized $0.3 million in income and received $0.3$5.2 million of cash ~~interest~~rent for these 11 properties through December 31, 2018. We receive regular financial performance updates from ~~our preferred equity investment~~Anthem and continue to monitor Anthem’s performance obligations under the master lease agreement closely.

Also, during 2017, Preferred Care, Inc. (or Preferred Care) and several affiliated entities filed for Chapter 11 bankruptcy as a result of a multi-million dollar judgement in a lawsuit in Kentucky against Preferred Care and certain affiliated entities. The affiliated entities named in the ~~JV.~~

~~Mezzanine Loans:~~ ~~We provided two mezzanine loan commitments for the development of two senior housing communities with a total of 226 units~~lawsuit operate properties in ~~Florida which will provide a combination of assisted living, memory care~~Kentucky and ~~independent living services. Per the terms of the loan agreements, a portion of the interest~~New Mexico. According to Preferred Care, it is deferred for a fixed period of time and repaid based on schedule dates. In accordance with GAAP, we used the effective interest method to recognize interest income and recorded the difference between the effective interest income and cash interest incomesubject to the ~~loan principal balance. During the three months ended March 31, 2017, we recognized $0.1 million in income and~~judgement

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~~received $0.1 million~~because it was included in the lawsuit. Preferred Care leases 26 properties under two master leases from us and none of ~~cash interest. At~~the 26 properties are located in Kentucky or New Mexico. Those 26 properties are in Arizona, Colorado, Iowa, Kansas, Texas and Virginia. Additionally, the Preferred Care operating entities that sublease those properties did not file for bankruptcy. Our annual rental revenue from Preferred Care represented 6.8% of as of March 31, ~~2017,~~2018. Preferred Care is current on its rent due to us and provides us updates on the ~~outstanding balance under these loans was $2.9 million.~~bankruptcy proceedings.

~~Notes Receivable~~2018 Activities Overview

~~Notes receivable consists of mezzanine loans and other loan arrangements.~~ The following ~~table summarizes~~tables summarize our ~~notes receivable activities for~~transactions during the three months ended March 31, ~~2017~~ 2018(dollar amounts in thousands):

Investment in Real Estate


	Developments		Improvements
Assisted Living Communities	$	6,803	$	122
Skilled Nursing Centers		1,788		279
Other		—		133
Totals	$	8,591	$	534

Investment in Mortgage Loans


Originations and funding under mortgage loans receivable	$	9,610	(1)
Scheduled principal payments received		(37)
Net increase in mortgage loans receivable	$	9,573

	⁽¹⁾
~~Advances~~During the first quarter of 2018, we funded an additional $7,400 under ~~notes receivable~~		$	-
~~Principal payments received under notes receivable~~			~~(25)~~
~~Net decrease~~an existing mortgage loan for the purchase of a 112-bed skilled nursing center in ~~notes receivable~~		$	~~(25)~~	Michigan. The incremental funding bears interest at 8.7%, fixed for five years, and escalating by 2.25% thereafter.

Investment in Unconsolidated Joint Ventures


										Three Months Ended March 31, 2018
	Type	Type	Total		Currently		Number								Received
	of	of	Preferred		Paid in		of		Investment		Capital		Recognized		Cash
State	Properties	Investment	Return		Cash		Beds/ Units		Commitment		Contribution		Income		Interest
Arizona	ALF/MC/ILF	Preferred Equity	15	%	6	%	585	$	25,650	$	380	$	429	$	446
Florida	UDP-ALF/IL/MC	Mezzanine	15	%	10	%	99		2,900		—		128		97
Florida	UDP-ALF/MC	Mezzanine	15	%	10	%	127		3,400		-		74		—
							811	$	31,950	$	380	$	631	$	543

Property Sales

We did not sell properties during the three months ended March 31, 2018. Subsequent to March 31, 2018, we sold a portfolio of six assisted living communities in Ohio and Pennsylvania with a total of 320 units for an aggregate price of $67.5 million. These properties have a combined net book value of $16.4 million. As a result of this transaction, we expect to recognize a net gain on sale of approximately $48.0 million. These properties were classified as held-for-sale during the first quarter of 2018. See Note 2. Real Estate Investments for more information.

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Health Care Regulatory Climate

The Centers for Medicare & Medicaid Services (or CMS) annually updates Medicare skilled nursing facility prospective payment system rates and other policies. On July ~~29, 2016,~~31, 2017, CMS released a final rule updating fiscal year 2017 Medicare payment rates and quality programs for skilled nursing facilities. The final rule provides for a net market basket increase of 2.4 %, beginning October 1, 2016. This reflects a 2.7% market basket increase, reduced by a 0.3 percentage point multifactor productivity adjustment. CMS estimates that aggregate payments to skilled nursing facilities under the final rule will increase by approximately $920 million. CMS also adopted new measures and policies for the Skilled Nursing Facility Quality Reporting Program and the Value-Based Purchasing Program. On April 27, 2017, CMS released a proposed rule updating Medicare skilled nursing facility rates and policies for fiscal year 2018, which ~~begins~~began on October 1, 2017. CMS expects the ~~proposed~~ rule to increase overall payments to SNFs by ~~$390~~$370 million in fiscal year 2018, or 1.0%, compared to fiscal year 2017 levels. The 1% update for fiscal year 2018 was set by Congress in 2015 legislation. In addition, ~~CMS proposes to update quality~~the final rule updates Quality Reporting Program measures and ~~the agency continues to propose~~adopts additional policies to implement the Value-Based Purchasing Program in fiscal year 2019. ~~Also on~~On April 27, 2017, CMS released an advance notice of proposed rulemaking or pre-rule, to request comments on the possibility of replacing the skilled nursing facility prospective payment system’s existing case-mix classification model, the Resource Utilization Groups, Version 4 (RUG-IV), with a new model, the Resident Classification System, Version I (RCS-I). Among other features of this proposal, CMS anticipates that this model would more closely link facility payment to objective resident characteristics, rather than minutes of therapy provided. CMS intends to propose case-mix refinements in the fiscal year 2019 skilled nursing facility prospective payment system proposed ~~rule; additional details regarding the potential reforms will be available at that time.~~rule, which has not yet been released.

On September 28, 2016, CMS released a final rule revising the requirements that long-term care facilities must meet to participate in the Medicare and Medicaid programs. This major rule addresses requirements for improving quality of care and patient safety, nursing facility staffing, care planning, infection control, and residents’ rights and compliance and ethics programs, ~~and bans~~among other key provisions. While the rule also banned pre-dispute arbitration agreements, ~~(currently not in effect~~that provision was stayed due to litigation challenging the ~~requirement), among other key provisions.~~requirement. On June 8, 2017, CMS ~~estimates~~published a proposed rule that would eliminate the prohibition on pre-dispute binding arbitration agreements and otherwise modify these requirements; this rule ~~will impose an average cost of $62,900 per facility in the first year and $55,000 per facility per year in subsequent years.~~has not been finalized. There can be no assurance that these rules or future regulations modifying Medicare skilled nursing facility payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our borrowers and lessees which could, in turn, adversely impact the timing or level of their payments to us.

Congress periodically considers legislation revising Medicare and Medicaid policies, including legislation that could have the impact of reducing Medicare reimbursement for skilled nursing facilities and other Medicare providers, limiting state Medicaid funding allotments, encouraging home and community-based ~~long term~~long-term care services as an alternative to

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institutional settings, or otherwise reforming payment policy for post-acute care services. On February 9, 2018, President Trump signed into law the Bipartisan Budget Act of 2018, which establishes a 2.4 % increase to fiscal year 2019 Medicare skilled nursing facility rates; the update otherwise would have been based on the change in the skilled nursing facility market basket index, reduced by a productivity adjustment. There can be no assurances that enacted or future legislation will not have an adverse impact on the financial condition of our borrowers and lessees, which subsequently could materially adversely impact our company.

Additional reforms affecting the payment for and availability of health care services have been proposed at the federal and state level and adopted by certain states. Increasingly state Medicaid programs are providing coverage through managed care programs under contracts with private health plans, which is intended to decrease state Medicaid costs. Congress and state legislatures can be expected to continue to review and assess alternative health care delivery systems and payment methodologies. Changes in the law, new interpretations of existing laws, or changes in payment methodologies may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business and the amount of reimbursement by the government and other third party payors.

~~Key Transactions During the Quarter~~

~~During the three months ended March 31, 2017, we amended our shelf agreement with affiliates and managed accounts~~

Table of Prudential Investment Management, Inc. (or Prudential) to increase our shelf commitment to $337.5 million. Additionally, we sold 15-year senior unsecured notes in the aggregate amount of $100.0 million to a group of institutional investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual fixed rate of 4.5%, have scheduled principal payments and mature on February 16, 2032. The proceeds were used to pay down our unsecured revolving line of credit.Contents

During the first quarter, we sold 312,881 shares of common stock for $14.6 million in net proceeds under our equity distribution agreement. The proceeds were used to pay down our unsecured revolving line of credit. In conjunction with the sale of common stock, we reclassified $49,000 of accumulated costs associated with this agreement to additional paid in capital.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results in making operating decisions and for budget planning purposes.

Concentration Risk. We evaluate by gross investment our concentration risk in terms of asset mix, investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property or mortgage loans. In order to qualify as an equity REIT, at least 75 percent of our total assets must be represented by real estate assets, cash, cash items and government securities. Investment mix measures the portion of our investments that relate to our various property classifications. Operator mix measures the portion of our investments that relate to our top five operators. Geographic mix measures the portion of our investment that relate to our top five states.

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The following table reflects our recent historical trends of concentration risk (gross investment, in thousands):


	3/31/17			12/31/16		9/30/16		6/30/16		3/31/16		3/31/18		12/31/17		9/30/17		6/30/17		3/31/17
Asset mix:
Real property	$	1,305,918		$	1,301,563	$	1,292,459	$	1,291,386	$	1,229,756	$	1,401,506	$	1,392,122	$	1,359,586	$	1,354,369	$	1,305,918
Loans receivable		225,541			232,116		236,707		235,243		225,299		235,734		226,162		224,095		222,604		225,541
Investment mix:
Skilled nursing centers~~(1)~~	$	799,298		$	796,468	$	801,397	$	799,194	$	794,570	$	813,542	$	803,691	$	803,853	$	802,361	$	799,298
Assisted living communities		703,668	(3)		711,645		706,279		702,386		636,059		784,229		781,770		754,927		752,591		711,489
Under development		17,071			14,142		10,065		4,354		3,731		28,729		22,215		14,685		11,805		9,250
Other~~(2)~~(1)		11,422			11,424		11,425		20,695		20,695		10,740		10,608		10,216		10,216		11,422
Operator mix:
Prestige Healthcare~~(2)~~(1)	$	231,657		$	227,274	$	226,204	$	224,220	$	213,690	$	247,769	$	238,184	$	236,105	$	234,601	$	231,657
Senior Lifestyle Corporation		201,862			201,862		201,227		200,515		200,357		189,226		189,226		189,025		189,025		201,862
Senior Care Centers		138,109			138,109		138,109		138,109		138,109		138,109		138,109		138,109		138,109		138,109
Brookdale Senior Living		126,991			126,991		126,991		126,991		126,991		126,991		126,991		126,991		126,991		126,991
Anthem Memory Care		113,978			111,620		106,637		102,714		71,655		131,527		126,120		121,138		117,807		113,978
Remaining operators		718,862			727,823		729,998		734,080		704,253		803,618		799,654		772,313		770,440		718,862
Geographic mix:
Texas	$	269,067		$	274,547	$	280,486	$	281,795	$	287,187	$	267,051	$	267,051	$	269,279	$	269,168	$	269,067
Michigan		219,467			215,085		214,014		212,029		201,501		235,579		225,994		223,916		222,412		219,467
Wisconsin		126,133			126,133		125,990		125,680		125,680		130,941		129,398		126,313		126,314		126,133
Ohio													115,321		115,321		115,258		115,236		99,300
Colorado		114,923			114,923		114,924		114,924		114,924		114,923		114,923		114,923		114,923		114,923
Ohio		99,300			99,300		99,133		98,997		98,957
Remaining states		702,569			703,691		694,619		693,204		626,806		773,425		765,597		733,992		728,920		702,569

⁽¹⁾

Historically, we had a property classification identified as range of care communities (or ROC) which consisted of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Since we only have seven ROC remaining and given that these properties derive materially all of their revenue from skilled nursing services, we elected to reclassify them into the SNF property classification.

⁽²⁾

We have ~~four~~three parcels of land as of March 31, ~~2017. Three~~2018. These parcels ~~of land~~ are located adjacent to properties securing the Prestige Healthcare mortgage loan and are managed by Prestige.

⁽³⁾

~~Decrease due to loans paid off partially offset by funding on existing mortgage loan commitments.~~

Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to gross asset value and debt to market capitalization. The leverage ratios indicate how much of our consolidated balance sheet capitalization is related to ~~long term~~long-term obligations. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges ~~(interest plus preferred dividends)~~(interest). The coverage ratios are based on adjusted earnings before gain or loss on sale of real estate, interest, taxes, depreciation and amortization (or Adjusted EBITDA). Leverage ratios and coverage ratios are widely used by investors,

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analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The following table reflects the recent historical trends for our credit strength measures:

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Balance Sheet Metrics


	Quarter Ended														Quarter Ended
	3/31/17			12/31/16			9/30/16			6/30/16			3/31/16		3/31/18			12/31/17			9/30/17			6/30/17			3/31/17
Debt to gross asset value	35.6	%	(1)	36.4	%	(4)	35.9	%	(7)	36.8	%	(8)	38.5	%	38.3	%	(1)	37.6	%	(1)	36.8	%	(4)	37.1	%	(1)	35.6	%
Debt to market capitalization ratio	24.0	%	(2)	24.9	%	(5)	22.4	%	(2)	23.1	%	(7)	26.2	%	31.4	%	(2)	27.9	%	(2)	25.5	%	(5)	24.0	%		24.0	%
Interest coverage ratio~~(9)~~(8)	5.0	x	(3)	5.3	x	(6)	5.2	x	(6)	5.1	x		5.1	x	4.7	x	(3)	4.8	x		4.8	x	(6)	5.3	x	(7)	5.0	x
Fixed charge coverage ratio~~(9)~~(8)	5.0	x	(3)	5.3	x	(6)	5.2	x	(6)	5.1	x		5.1	x	4.7	x	(3)	4.8	x		4.8	x	(6)	5.3	x	(7)	5.0	x

⁽¹⁾

~~Decreased due to decrease in outstanding debt as well as increase in gross asset value from additional developments and capital improvements.~~

⁽²⁾

Decreased primarily due to increase in market capitalization resulting from increase in stock price and the sale of common stock under our equity distribution agreement as well as decrease in outstanding debt.

⁽³⁾

~~Decreased primarily due to increase in interest expense resulting from the sale of senior unsecured notes in 2017 and 2016.~~

⁽⁴⁾

Increased primarily due to ~~the~~ increase in outstanding debt partially offset by the increase in gross asset value from acquisitions, additional development and capital improvement funding.

⁽⁵⁾⁽²⁾

Increased primarily due to increase in outstanding debt and decrease in market capitalization.

⁽⁶⁾⁽³⁾

Decreased primarily due to increase in interest expense resulting from increase in average outstanding debt.

⁽⁴⁾

Decreased due to decrease in outstanding debt partially offset by decrease in gross asset value.

⁽⁵⁾

Increased primarily due to decrease in market capitalization.

⁽⁶⁾

Decreased due to decrease in net income primarily related to a defaulted master lease, as previously discussed, that was placed on cash basis and the reduction of rent related to the properties sold in the second quarter of 2017, partially offset by acquisitions and capital improvement investments and increase in ~~revenue~~interest expense resulting from ~~new investments.~~increase in outstanding debt.

⁽⁷⁾

~~Decreased~~Increase primarily due to decrease in interest expense resulting from decrease in average outstanding debt.

⁽⁸⁾

~~Decreased due to increase in gross asset value from acquisitions, additional developments, mortgage loan originations and capital improvements and decrease in outstanding debt.~~

⁽⁹⁾

In calculating our interest coverage and fixed charge coverage ratios above, we use Adjusted EBITDA, which is a financial measure not derived in accordance with U.S. generally accepted accounting principles (or GAAP) (non-GAAP financial measure). Adjusted EBITDA is not an alternative to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measures or consider it in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to Adjusted EBITDA.


	Quarter Ended															Quarter Ended
	3/31/17			12/31/16			9/30/16			6/30/16			3/31/16			3/31/18			12/31/17			9/30/17			6/30/17			3/31/17
Net income	$	21,513		$	20,666		$	22,411		$	22,180		$	19,858		$	20,359		$	19,834		$	20,616		$	25,377		$	21,513
Less: Gain on sale		—			—			(1,780)			(1,802)			—
Add: Impairment on real estate for sale		—			766			—			—			—
Add/(less): Loss/(gain) on sale																	—			1,240			—			(5,054)			—
Add: Impairment charges																	—			—			—			1,880			—
Add: Interest expense		7,471			6,856			6,836			6,750			6,000			7,829			7,683			7,644			7,151			7,471
Add: Depreciation and amortization		9,359			9,309			9,155			8,907			8,561			9,444			9,424			9,519			9,308			9,359
Total adjusted EBITDA	$	38,343		$	37,597		$	36,622		$	36,035		$	34,419		$	37,632		$	38,181		$	37,779		$	38,662		$	38,343

Interest expense	$	7,471		$	6,856		$	6,836		$	6,750		$	6,000		$	7,829		$	7,683		$	7,644		$	7,151		$	7,471
Add: Capitalized interest		170			215			251			256			686			259			281			256			201			170
Interest incurred	$	7,641		$	7,071		$	7,087		$	7,006		$	6,686		$	8,088		$	7,964		$	7,900		$	7,352		$	7,641

Interest coverage ratio		5.0	x		5.3	x		5.2	x		5.1	x		5.1	x		4.7	x		4.8	x		4.8	x		5.3	x		5.0	x

Interest incurred	$	7,641		$	7,071		$	7,087		$	7,006		$	6,686		$	8,088		$	7,964		$	7,900		$	7,352		$	7,641
Total fixed charges	$	7,641		$	7,071		$	7,087		$	7,006		$	6,686		$	8,088		$	7,964		$	7,900		$	7,352		$	7,641

Fixed charge coverage ratio		5.0	x		5.3	x		5.2	x		5.1	x		5.1	x		4.7	x		4.8	x		4.8	x		5.3	x		5.0	x

2426

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We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to

The status of the economy;

The status of capital markets, including prevailing interest rates;

Compliance with and changes to regulations and payment policies within the health care industry;

Changes in financing terms;

Competition within the health care and seniors housing industries; and

Changes in federal, state and local legislation.

Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.

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Operating Results (unaudited, in thousands)


	Three Months Ended							Three Months Ended
	March 31,							March 31,
	2017		2016		Difference			2018		2017		Difference
Revenues:
Rental income	$	35,035	$	31,880	$	3,155	(1)	$	34,505	$	35,035	$	(530)	(1)
Interest income from mortgage loans		6,748		6,578		170	(2)		6,816		6,748		68	(2)
Interest and other income		839		146		693	(3)		489		839		(350)	(3)
Total revenues		42,622		38,604		4,018			41,810		42,622		(812)

Expenses:
Interest expense		7,471		6,000		(1,471)	(4)		7,829		7,471		(358)	(4)
Depreciation and amortization		9,359		8,561		(798)	(1)		9,444		9,359		(85)
(Recovery) provision for doubtful accounts		(38)		84		122	(2)
Provision (recovery) for doubtful accounts									8		(38)		(46)
Transaction costs		22		90		68	(5)		4		22		18
General and administrative expenses		4,740		4,283		(457)	(6)		4,797		4,740		(57)
Total expenses		21,554		19,018		(2,536)			22,082		21,554		(528)

Operating income		21,068		19,586		1,482			19,728		21,068		(1,340)
Income from unconsolidated joint ventures		445		272		173	(7)		631		445		186	(5)
Net income		21,513		19,858		1,655			20,359		21,513		(1,154)
Income allocated to participating securities		(97)		(101)		4			(88)		(97)		9
Net income available to common stockholders	$	21,416	$	19,757	$	1,659		$	20,271	$	21,416	$	(1,145)

⁽¹⁾

~~Increased~~Decreased due to a defaulted master lease, as previously discussed, that was placed on cash basis and the reduction of rent related to properties sold during 2017, partially offset by acquisitions ~~development~~ and capital improvement investments.

⁽²⁾

Increased ~~in interest income from mortgage loans and decrease in provisions for doubtful accounts~~ primarily due to mortgage originations, capital improvement funding and increase in effective interest income on certain mortgage loans partially offset by payoffs.

⁽³⁾

~~Increased primarily~~Decreased due to ~~mezzanine loan originations~~non-accrual of interest under certain notes receivable and prepayment ~~premiums~~premium income received ~~under certain~~during first quarter of 2017 partially offset by interest income from mezzanine loans.

⁽⁴⁾

Increased primarily due to ~~sales~~a higher average line of ~~senior unsecured notes~~credit outstanding balance and decrease in capitalized interest related to development projects ~~partially offset by decrease in borrowing under our unsecured revolving line~~during the first quarter of ~~credit.~~2018.

⁽⁵⁾

~~Decreased primarily due to decreased investment activity during the three months ended March 31, 2017.~~

⁽⁶⁾

Increased ~~primarily due to the implementation of performance-based stock awards.~~

⁽⁷⁾

~~Increase~~ primarily due to income generated from additional funding under ~~the~~a preferred capital contribution commitment and income from a mezzanine loan accounted for as an unconsolidated joint venture in accordance with GAAP which was previously deferred.

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Funds From Operations Available to Common Stockholders

Funds from Operations (or FFO) available to common stockholders, basic FFO available to common stockholders per share and diluted FFO available to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO facilitates comparisons of operating performance between periods.

We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.

We calculate and report FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (or NAREIT). FFO, as defined by NAREIT, means net income available to common stockholders (computed in accordance with GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real

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estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our calculation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that have a different interpretation of the current NAREIT definition from us; therefore, caution should be exercised when comparing our FFO to that of other REITs.

The following table reconciles GAAP net income available to common stockholders to NAREIT FFO available to common stockholders (unaudited, amounts in thousands, except per share amounts):


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2017			2016			2018			2017
GAAP net income available to common stockholders	$	21,416		$	19,757		$	20,271		$	21,416
Add: Depreciation and amortization		9,359			8,561			9,444			9,359
NAREIT FFO attributable to common stockholders	$	30,775		$	28,318		$	29,715		$	30,775
NAREIT FFO attributable to common stockholders per share:
Basic	$	0.78		$	0.76		$	0.75		$	0.78
Diluted	$	0.78	(1)	$	0.76	(1)	$	0.75	(1)	$	0.78	(1)
Weighted average shares used to calculate NAREIT FFO per share:
Basic		39,366			37,446			39,451			39,366
Diluted		39,612	(2)		37,640	(3)		39,603	(2)		39,612	(3)

⁽¹⁾

Includes the effect of the participating securities.

⁽²⁾

Diluted weighted average shares used to calculate FFO per share for the three months ended March 31, ~~2017~~2018 includes the effect of stock option equivalents and participating ~~securities and performance based stock units.~~securities.

⁽³⁾

Diluted weighted average shares used to calculate FFO per share for the three months ended March 31, ~~2016~~2017 includes the effect of stock option equivalents, participating securities and ~~participating securities.~~performance based stock units.

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Liquidity and Capital Resources

Sources and Uses of Cash

As of March 31, ~~2017,~~2018, we had a total of ~~$8.7~~$3.8 million of cash and cash equivalents, ~~$600.0~~$479.5 million available under our unsecured revolving line of credit, ~~$36.7~~$67.8 million available under our senior unsecured note shelf agreement and the potential ability to access the capital markets through the issuance of $185.2 million of common stock under our equity distribution ~~agreements.~~agreement. Subsequent to March 31, 2018, we repaid $65.0 million under our unsecured revolving line of credit. Accordingly, we have $544.5 million available under our unsecured line of credit. Furthermore, we have the ability to access the capital markets through the issuance of debt and/ or equity securities under ~~our effective~~an automatic shelf ~~registration.~~registration statement.

We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our borrowing capacity and our potential ability to access the capital markets are sufficient to provide for payment of our current operating costs, meet debt obligations and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets environment, especially to changes in interest rates. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for additional capital investments in ~~2017.~~2018.

We expect our future income and ability to make distributions from cash flows from operations to depend on the collectibility of our rents and mortgage loans receivable. The collection of these loans and rents will be dependent, in large part, upon the successful operation by the operators of the seniors

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housing and health care properties we own or that are pledged to us. The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control. Those factors include, without limitation, the status of the economy, changes in supply of or demand for competing seniors housing and health care facilities, ability to control rising operating costs, and the potential for significant reforms in the health care industry. In addition, our future growth in net income and cash flow may be adversely impacted by various proposals for changes in the governmental regulations and financing of the health care industry. We cannot presently predict what impact these proposals may have, if any. We believe that an adequate provision has been made for the possibility of loans proving uncollectible but we will continually evaluate the financial status of the operations of the seniors housing and health care properties. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and will make future revisions to the provision, if considered necessary.

Our investments, principally our investments in mortgage loans and owned properties, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair market value of our financial assets. Generally our loans have predetermined increases in interest rates and our leases have agreed upon annual increases. Inasmuch as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.

Our primary sources of cash include rent and interest receipts, borrowings under our primary unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures and construction advances), loan advances and general and

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administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows as summarized below (in thousands):


	Three months ended March 31,					Change			Three months ended March 31,					Change
Cash provided by (used in):	2017		2016			$	%		2018		2017			$
Operating activities	$	21,050	$	19,605	$	1,445	7.4	%	$	21,593	$	21,050	$	543
Investing activities		891		(37,574)		38,465	(102.4)	%		(19,337)		891		(20,228)
Financing activities		(21,200)		29,307		(50,507)	(172.3)	%		(3,685)		(21,200)		17,515
Increase in cash and cash equivalents		741		11,338		(10,597)	93.5	%
(Decrease) increase in cash and cash equivalents										(1,429)		741		(2,170)
Cash and cash equivalents, beginning of period		7,991		12,942		(4,951)	(38.3)	%		5,213		7,991		(2,778)
Cash and cash equivalents, end of period	$	8,732	$	24,280	$	(15,548)	(64.0)	%	$	3,784	$	8,732	$	(4,948)

Operating Activities. Cash provided by operating activities for the three months ended March 31, ~~2017~~2018 increased to ~~$21.1~~$21.6 million compared to ~~$19.6 million for the three months ended March 31, 2016 due to increased operating cash flow from acquisitions and completed developments and capital improvement projects in 2016.~~

~~Investing Activities.~~ ~~Cash provided by investing activities decreased to $0.9~~$21.1 million for the three months ended March 31, 2017 ~~compared~~primarily due to higher lease incentive payments during the first quarter of 2017 as well as increased operating cash flow during the first quarter of 2018 from acquisitions, originations, completed developments and capital improvement projects partially offset by a decrease in rent related to a defaulted master lease placed on cash basis, as previously discussed, and the reduction of rent and interest related to the ~~cash~~properties sold and mortgage loan payoffs in 2017.

Investing Activities. Cash used in investing activities ~~of $37.6 million for the comparable 2016 period primarily due to decreased acquisitions and loan originations 2017.~~

~~Financing Activities.~~ ~~Cash used in financing activities increased to $21.2~~was $19.3 million for the three months ended March 31, ~~2017,~~2018, compared to the cash provided by financing activities of ~~$29.3~~$0.9 million for the comparable ~~2016~~2017 period. The increase in cash used was primarily due to increased development and loan funding in 2018 and a decrease in cash received from mortgage loan payoffs and proceeds from sale of real estate.

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Financing Activities. Cash used by financing activities decreased to $3.7 million for the three months ended March 31, 2018, compared to the cash used by financing activities of $21.2 million for the comparable 2017 period primarily due to ~~decreased~~an increase in net borrowings ~~during first quarter~~in 2018 partially offset by proceeds from shares of common stock sold under our equity distribution agreement in 2017.

Debt Obligations

~~The following table summarizes information regarding debt obligations by component as of March 31, 2017~~ ~~(dollar amounts in thousands):~~

Applicable

Available

Interest

Outstanding

for
Debt Obligations

Rate(1)

Balance

Borrowing
Bank borrowings

n.a

$
-

$
600,000
Senior unsecured notes, net of debt issue costs

4.50%

597,873

36,667
Total

4.50%

$
597,873

⁽¹⁾

~~Represents weighted average of interest rate as of March 31, 2017.~~

Bank Borrowings. We have an Unsecured Credit Agreement that provides for a revolving line of credit up to $600.0 million. The Unsecured Credit Agreement matures on October 14, 2018 and provides for a one-year extension option at our discretion, subject to customary conditions. Based on our leverage at March 31, ~~2017,~~2018, the facility provides for interest annually at LIBOR plus 150 basis points and an unused commitment fee of 35 basis points. ~~During the three months ended March 31, 2017, we borrowed $3.5 million and repaid $110.6 million under our Unsecured Credit Agreement.~~ At March 31, ~~2017,~~2018, we were in compliance with all covenants.

Senior Unsecured Notes. During ~~the three months ended March 31,~~ 2017, we amended our shelf agreement with affiliates and managed accounts of Prudential Investment Management, Inc. (or Prudential) to increase our shelf commitment to $337.5 million. ~~Additionally, we sold 15-year senior unsecured notes~~

The debt obligations by component as of March 31, 2018 are as follows (dollar amounts in the aggregate amount of $100.0 million to a group of institutional investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual fixed rate of 4.5%, have scheduled principal paymentsthousands):


	Applicable			Available
	Interest	Outstanding		for
Debt Obligations	Rate(1)	Balance		Borrowing
Bank borrowings (2)	3.21%	$	120,500	$	479,500
Senior unsecured notes, net of debt issue costs	4.49%		566,888		67,833
Total	4.27%	$	687,388	$	547,333

⁽¹⁾

Represents weighted average of interest rate as of March 31, 2018.

⁽²⁾

Our debt borrowings and ~~mature on~~

~~Table of Contents~~

~~February 16, 2032. During~~repayments during the three months ended March 31, ~~2017, we paid $4.2 million~~ 2018 are as follows (in ~~regular scheduled principal payments to Prudential.~~thousands):


Debt Obligations		Borrowings		Repayments
Bank borrowings	$	24,000	$	—
Senior unsecured notes		—		(4,166)
Totals	$	24,000	$	(4,166)

Equity

At March 31, ~~2017,~~2018, we had ~~39,573,448~~39,628,835 shares of common stock outstanding, equity on our balance sheet totaled ~~$753.1~~$753.4 million and our equity securities had a market value of ~~$1.9~~$1.5 billion. During the three months ended March 31, ~~2017,~~2018, we declared and paid $22.6 million of cash dividends.

Subsequent to March 31, ~~2017,~~2018, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of April, May and June 2018, payable on April ~~28,~~30, May 31, and June ~~30, 2017,~~29, 2018, respectively, to stockholders of record on April 20, May 23, and June ~~22, 2017,~~21, 2018, respectively.

At-The-Market Program. We have entered into an equity distribution agreement with sales agents to issue and sell, from time to time, up to $200.0 million in aggregate offering price of our common shares. ~~Sales~~The equity distribution agreement provides that sales of common shares are to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be ~~“at~~

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“at the market” offerings. During the three months ended March 31, ~~2017,~~2018, we ~~sold 312,881~~did not sell any shares of common stock ~~for $14.6 million in net proceeds~~ under our equity distribution agreement. ~~The proceeds were used to pay down our unsecured revolving line of credit.~~ At March 31, ~~2017,~~2018, we had $185.2 million available under our equity distribution agreement.

Available Shelf Registrations.We have an automatic shelf registration statement ~~which provides~~on file with the SEC and currently have the ability to file additional automatic shelf registration statements to provide us with ~~additional~~ 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 ~~the~~our automatic registration statement ~~(until its expiration on January 29, 2019)~~ 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.

Stock-Based Compensation. During the three months ended March 31, 2018, we granted restricted stock and performance-based stock units under the 2015 Plan as follows:


No. of	Price per
Shares/Units	Share		Vesting Period
81,819	$	38.18	ratably over 3 years
66,171	$	38.18	TSR targets (1)
147,990

⁽¹⁾

Vesting is based on achieving certain total shareholder return (or TSR) targets in 4 years with acceleration opportunity in 3 years.

Critical Accounting Policies

There have been no material changes from the critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our market risk during the three months ended March 31, ~~2017.~~2018. For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

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Item 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). As of the end of the period covered by this report based on such evaluation our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers related to our properties, 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 and lawsuits.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.

Item 2. U~~nregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, ~~2017,~~2018, we did not make any unregistered sales of equity securities.

During the three months ended March 31, ~~2017,~~2018, we acquired shares of common stock held by employees who tendered shares to satisfy tax withholding obligations. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the quarter ended March 31, ~~2017~~2018 are as follows:

Total Number


of Shares

Maximum

Purchased as

Number of

Average

Part of

Shares that May

Total Number

Price

Publicly

Yet Be

of Shares

Paid per

Announced

Purchased

Period

Purchased

Share

Plan

Under the Plan

January 1 - January 31, 2017

722

$
46.70

—

—

February 1 - February 28, 2017

34,841

$
46.44

—

—

March 1 - March 31, 2017

—

$
—

—

—

Total

35,563

—

—


				Total Number
				of Shares	Maximum
				Purchased as	Number of
		Average		Part of	Shares that May
	Total Number	Price		Publicly	Yet Be
	of Shares	Paid per		Announced	Purchased
Period	Purchased	Share		Plan	Under the Plan
January 1- January 31, 2018	—	$	—	—	—
February 1 - February 28, 2018	28,256	$	37.67	—	—
March 1 - March 31, 2018	—	$	—	—	—
Total	28,256			—	—

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Item 6. Exhibits

3.1	LTC Properties, Inc. Articles of Restatement (incorporated by reference to Exhibit 3.1.2 to LTC Properties Inc.’s Current Report on Form 8‑K (File No. 1‑11314) filed June 6, 2016)

3.2	Bylaws of LTC Properties, Inc., as restated June 2, 2015 (incorporated by reference to Exhibit 3.2 to LTC Properties Inc.’s Current Report on Form 8-K (File No. 1-11314) filed June 5, 2015)

~~10.1~~	Second Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement between LTC Properties, Inc. and Prudential Investment Management, Inc. dated February 16, 2017 (incorporated by reference to Exhibit 10.6 to LTC Properties Inc.’s Annual Report on Form 10-K (File No. 1‑11314) filed February 22, 2017)

~~10.2~~	~~Note Purchase Agreement dated February 16, 2017 (incorporated by reference to Exhibit 10.7 to LTC Properties Inc.’s Annual Report on Form 10-K (File No. 1‑11314) filed February 22, 2017)~~

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	The following materials from LTC Properties, Inc.’s Form 10-Q for the quarter ended March 31, ~~2017,~~2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, ~~2017~~2018 and December 31, ~~2016;~~2017; (ii) Consolidated Statements of Income for the three months ended March 31, ~~2017~~2018 and ~~2016;~~2017; (iii) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2017~~2018 and ~~2016;~~2017; and (iv) Notes to Consolidated Financial Statements

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LTC PROPERTIES, INC.
	Registrant



Dated: May ~~8, 2017~~9, 2018	By:	/s/ Pamela Kessler
		Pamela Kessler
		Executive Vice President, Chief Financial Officer and Corporate Secretary
		(Principal Financial and Accounting Officer)

3335


	Three months ended March 31, 2017				Three months ended March 31, 2016
	Development		Improvements		Development		Improvements
Assisted Living Communities	$	2,941	$	41	$	13,439	$	1,135
Skilled Nursing Centers		502		701		-		2,118
	$	3,443	$	742	$	13,439	$	3,253


	2017		2016
Origination/Funding	$	4,384	$	6,599
Pay-offs		10,796		513
Scheduled principal payments received		162		502


	Three Months Ended
	March 31, 2017						March 31, 2016
	Declared			Paid			Declared			Paid
Common Stock	$	22,552	(1)	$	22,552	(1)	$	20,347	(2)	$	20,347	(2)