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Equity

9 Months Ended

Sep. 30, 2024

Equity

Equity

8.	Equity

Non-controlling Interests. We have entered into partnerships to develop and/or own real estate. Given that our limited members do not have the substantive kick-out rights, liquidation rights, or participation rights, we have concluded that the partnerships are VIEs. As we exercise power over and receive benefits from the VIEs, we are considered the primary beneficiary. Accordingly, we consolidate the VIEs and record the non-controlling interests on the consolidated financial statements.

As of September 30, 2024, we have the following consolidated VIEs (in thousands):


									Gross
Investment				Property					Consolidated			Non-Controlling
Year		Purpose		Type		State			Assets ⁽¹⁾			Interests
2024		Owned real estate		ALF/MC		NC/SC		$	122,460		$	58,010
2024		Owned real estate		ALF		NC			41,000			3,015
2023		Owned real estate		ILF/ALF/MC		OH			54,782			9,134
2023		Owned real estate		ALF/MC		NC			121,419			3,831
2022		Owned real estate		SNF		FL			76,625			14,325
2018		Owned real estate		ILF		OR			14,650			2,907
2018		Owned real estate and development		ALF/MC		OR			18,452			1,156
2017		Owned real estate		ALF/MC		SC			11,680			1,240
Total								$	461,068		$	93,618

(1)	Includes the total real estate investments and excludes intangible assets.

Common Stock. We have separate equity distribution agreements (collectively, “Equity Distribution Agreements”) to offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of our common stock. The Equity Distribution Agreements provide for sales of common shares to be made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings.

During the nine months ended September 30, 2023, we sold 48,500 shares of common stock for $1,777,000 in net proceeds under our Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $80,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received.

During the nine months ended September 30, 2024, we sold 1,886,900 shares of common stock for $65,629,000 in net proceeds under our Equity Distribution Agreements. In conjunction with the sale of common stock, we incurred $119,000 of costs associated with this agreement which have been recorded in additional paid in capital as a reduction of proceeds received. At September 30, 2024, we had $9,558,000 available under the Equity Distribution Agreements. Subsequent to September 30, 2024, we sold 226,370 shares of common stock for $7,936,000 in net proceeds under our Equity Distribution Agreements. Accordingly, subsequent to September 30, 2024, we had $1,522,000 available under the Equity Distribution Agreements.

During the nine months ended September 30, 2024 and 2023, we acquired 49,540 shares and 43,933 shares, respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

Available Shelf Registration. We have an automatic shelf registration statement on file with the SEC, and currently have the ability to file additional automatic shelf registration statements, to provide us with capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our automatic shelf registration statement in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. Our shelf registration statement expires on February 17, 2025.

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


		Nine Months Ended September 30,
		2024						2023
		Declared			Paid			Declared			Paid
Common Stock ⁽¹⁾		$	74,684		$	74,684		$	70,767		$	70,767

(1)	Represents $0.19 per share per month for the nine months ended September 30, 2024 and 2023.

In October 2024, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of October, November and December 2024, payable on October 31, November 29, and December 31, 2024, respectively, to stockholders of record on October 23, November 21, and December 23, 2024, respectively.

Stock-Based Compensation. During 2021, we adopted and our shareholders approved the 2021 Equity Participation Plan (“the 2021 Plan”) which replaces the 2015 Equity Participation Plan (“the 2015 Plan”). Under the 2021 Plan, 1,900,000 shares of common stock have been authorized and reserved for awards, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to adoption. In addition, any shares that are not issued under outstanding awards under the 2015 Plan because the shares were forfeited or cancelled after December 31, 2020 will be added to and again be available for awards under the 2021 Plan. Under the 2021 Plan, the shares were authorized and reserved for awards to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2021 Plan and the 2015 Plan are set by our compensation committee at its discretion. Beginning in the first quarter of 2024, we entered into Performance Stock Unit Award Agreements, based upon absolute and relative total shareholder return, under the 2021 Plan. Forms of such Performance Stock Unit Award Agreements are filed as exhibits to this quarter report.

During the nine months ended September 30, 2024 and 2023, no stock options were granted or exercised. During each of the nine months ended September 30, 2024 and 2023, 5,000 stock options expired and were cancelled. At September 30, 2024, we had no stock options outstanding and exercisable.

The following table summarizes our restricted stock activity for the nine months ended September 30, 2024 and 2023:


		Nine Months Ended September 30,
		2024			2023
Outstanding, January 1			258,620			229,236
Granted			175,431			146,020
Vested			(132,842)			(115,551)
Cancelled			—			(1,085)
Outstanding, September 30			301,209			258,620

No performance-based stock units vested during the nine months ended September 30, 2024, and 2023.

During the nine months ended September 30, 2024 and 2023, we granted restricted stock and performance-based stock units under the 2021 Plan as follows:


		No. of		Price per
Year		Shares/Units		Share			Reward Type		Vesting Period
2024		159,536		$	30.72		Restricted stock		ratably over 3 years
		69,610		$	31.84		Performance-based stock units		TSR targets ⁽¹⁾
		62,914		$	31.84		Performance-based stock units		TSR targets ⁽²⁾
		15,895		$	34.60		Restricted stock		⁽³⁾
		307,955

2023		127,960		$	37.16		Restricted stock		ratably over 3 years
		86,867		$	37.16		Performance-based stock units		TSR targets ⁽⁴⁾
		15,060		$	31.54		Restricted stock		May 24, 2024
		3,000		$	35.45		Restricted stock		July 25, 2024
		232,887

(1)	Vesting is based on achieving certain total shareholder return (“TSR”) targets in 3 years.

(2)	Vesting is based on achieving certain TSR targets relative to the TSR of a predefined peer group in 3 years.

(3)	Vesting date is the earlier of the one-year anniversary of the award date and the date of the next annual meeting of the stockholders of LTC following the award date.

(4)	Vesting is based on achieving certain total shareholder return (“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 nine months ended September 30, 2024 and 2023 were $6,791,000 and $6,349,000, respectively. At September 30, 2024, the remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows (in thousands):


		Remaining
		Compensation
Vesting Date		Expense
October - December 2024		$	2,260
2025			6,450
2026			3,385
2027			369
Total		$	12,464