LTC PROPERTIES INC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

Executive Overview

Business and Investment Strategy


We are a real estate investment trust ("REIT") that invests in seniors housing
and health care properties through sale-leasebacks, mortgage financing, joint
ventures and structured finance solutions including preferred equity and
mezzanine lending. We seek 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 facilities ("SNF"), assisted living
facilities ("ALF"), independent living facilities ("ILF"), memory care
communities ("MC") and combinations thereof. We also invest in other ("OTH")
types of properties, such as land parcels, projects under development ("UDP")
and behavioral health care hospitals. 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 conduct and manage our business as one operating segment for internal
reporting and internal decision-making purposes. For purposes of this Annual
Report on Form 10-K and other presentations, we generally include ALF, ILF, and
MC in the ALF property classification. We have been operating since August 1992.

The following graph summarizes our gross investments as of December 31, 2021:

[[Image Removed: Diagram

Description automatically generated with

                              medium confidence]]

Substantially all of our revenues and sources of cash flows from operations are
derived from operating lease rentals, interest earned on outstanding loans
receivable and income from investments in unconsolidated joint ventures. Our
investments in owned properties, mortgage loans, mezzanine loans and preferred
equity investments represent our primary 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 property type 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.

                                       32

  Table of Contents

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 are generally
cross-defaulted and cross-collateralized with other loans, operating leases or
agreements between us and the operator and its affiliates.

Depending upon the availability and cost of external capital, we anticipate
making additional investments in health care related properties. New investments
are generally funded from cash on hand, temporary borrowings under our unsecured
revolving line of credit and internally generated cash flows. Our investments
generate internal cash from rent and interest receipts and principal payments on
mortgage loans receivable. Permanent financing for future investments, which
replaces funds drawn under our unsecured revolving line of credit, is expected
to be provided through a combination of public and private offerings of debt and
equity securities and secured and unsecured debt financing. 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. Changes in the capital markets' environment may
impact the availability of cost-effective capital.

We believe our business model has enabled and will continue to enable us to
maintain the integrity of our property investments, including in response to
financial difficulties that may be experienced by operators. Traditionally, we
have taken a conservative approach to managing our business, choosing to
maintain liquidity and exercise patience until favorable investment
opportunities arise.

COVID-19


On March 11, 2020, the World Health Organization declared the outbreak of
coronavirus ("COVID-19") as a pandemic, and on March 13, 2020, the United States
declared a national emergency with regard to COVID-19. The COVID-19 pandemic has
had repercussions across regional and global economies and financial markets.
The outbreak of COVID-19 in many countries, including the United States, has
significantly and adversely impacted public health and economic activity, and
has contributed to significant volatility, dislocations and liquidity
disruptions in financial markets.

The operations and occupancy levels at our properties have been adversely
affected by COVID-19 and could be further adversely affected by COVID-19 or
another pandemic especially if there are infections on a large scale at our
properties. The impact of COVID-19 has included, and another pandemic could
include, early resident move-outs, our operators delaying accepting new
residents due to quarantines, potential occupants postponing moves to our
operators' facilities, and/or hospitals cancelling or significantly reducing
elective surgeries thereby creating fewer people in need of skilled nursing
care. Additionally, as our operators have responded to the pandemic, operating
costs have begun to rise. A decrease in occupancy, ability to collect rents from
residents and/or increase in operating costs could have a material adverse
effect on the ability of our operators to meet their financial and other
contractual obligations to us, including the payment of rent. In recognition of
the pandemic impact affecting our operators, we have agreed to rent abatements
totaling $4.5 million and rent deferrals for certain operators totaling $7.4
million between April 2020 and December 2021, of which $1.7 million subsequently
has been paid. The $10.2 million in rent abatements and deferrals, net with
repayments, represented approximately 4% of our April 2020 through December 2021
contractual rent, excluding Senior Lifestyle Corporation ("Senior Lifestyle"),
Senior Care, LLC ("Senior Care") and Senior Care's parent company Abri Health,
LLC ("Abri Health"). The remaining balance of deferred rent is due to LTC over
the next 36 months or upon receipt of government funds from the U.S. Coronavirus
Aid, Relief, and Economic Security (the "CARES Act").

During 2021, we proactively provided additional financial support to the
majority of our operators by reducing by 50% 2021 rent escalations. This support
was provided in the form of a credit to the majority of our operating partners.
The one time rent escalation reduction had an approximate $0.5 million impact on
our 2021 Generally Accepted Accounting Principles ("GAAP") revenue and $1.3
million impact on cash revenue.

                                       33

  Table of Contents

Portfolio Overview

The following tables summarize our real estate investment portfolio as of
December 31, 2021 (dollar amounts in thousands):

                                                                                                                 Twelve Months Ended
                                                                                                                  December 31, 2021
                                                         Number of                        Percentage                            Percentage
                                       Number of       SNF        ALF         Gross           of              Rental             of Total
Owned Properties                     Properties (1)  Beds (2)  Units (2)   Investments    Investments         Revenue            Revenues
Assisted Living                                 102         -      5,798  $      844,301         46.8 %  $          54,449            38.2 %
Skilled Nursing                                  50     6,154        212         552,896         30.7 %             51,668            36.3 %
Other (3)                                         1       118          -          11,360          0.6 %                967             0.7 %
Total Owned Properties                          153     6,272      6,010       1,408,557         78.1 %            107,084 (5)        75.2 %

                                                         Number of                        Percentage      Interest Income       Percentage
                                       Number of       SNF        ALF           Gross         of           from Mortgage         of Total
Mortgage Loans                       Properties (1)  Beds (2)  Units (2)     Investments  Investments          Loans             Revenues
Assisted Living                                  14         -        591          59,886          3.3 %                564             0.4 %
Skilled Nursing                                  23     2,916          -         286,249         15.9 %             32,213            22.7 %
Other (4)                                         -         -          -           1,780          0.1 %                 34               - %
Total Mortgage Loans                             37     2,916        591         347,915         19.3 %             32,811            23.1 %

                                                         Number of                        Percentage         Interest           Percentage
                                       Number of       SNF        ALF           Gross         of             and other           of Total
Notes Receivable                     Properties (1)  Beds (2)  Units (2)     Investments  Investments         Income             Revenues
Assisted Living (6)                               2         -        340          18,586          1.0 %                882             0.6 %
Skilled Nursing (7)                               -         -          -          10,037          0.6 %                105             0.1 %
Total Notes Receivable                            2         -        340          28,623          1.6 %                987             0.7 %

                                                         Number of                        Percentage        Income from         Percentage
                                       Number of       SNF        ALF      

Gross of Unconsolidated of Total
Unconsolidated Joint Ventures
Properties (1) Beds (2) Units (2)

 Investments  Investments     Joint Ventures         Revenues
Assisted Living (8)                               1         -         95           6,340          0.3 %                450             0.3 %
Under Development (9)                             -         -          -          13,000          0.7 %                967             0.7 %
Total Unconsolidated Joint Ventures               1         -         95   
      19,340          1.0 %              1,417             1.0 %

Total Portfolio                                 193     9,188      7,036  $    1,804,435        100.0 %  $         142,299           100.0 %


                                   Number           Number of                     Percentage
                                     of          SNF        ALF        Gross          of
Summary of Properties by Type  Properties (1)  Beds (2)  Units (2)  Investments   Investments
Assisted Living                           119         -      6,824  $    929,113         51.4 %
Skilled Nursing                            73     9,070        212       849,182         47.2 %
Under Development                           -         -          -        13,000          0.7 %
Other (3) (4)                               1       118          -        13,140          0.7 %
Total Portfolio                           193     9,188      7,036  $  1,804,435        100.0 %

(1) We have investments in owned properties, mortgage loans, notes receivable and

unconsolidated joint ventures in 28 states to 35 different operators.

(2) See Item 2. Properties for discussion of bed/unit count.

(3) Includes three parcels of land held-for-use and one behavioral health care

hospital.

(4) Includes one parcel of land securing a first mortgage held for future

development of a post-acute skilled nursing center.

(5) Excludes variable rental income from lessee reimbursement of our real estate

taxes, adjustments for collectibility of rental income and sold properties.

Includes a mezzanine loan on a 204-unit ILF/ALF/MC in Georgia, a mezzanine
(6) loan on a 136-unit ILF in Oregon and six working capital loans with interest

rates between 5% and 7.5% with maturities between 2023 and 2031.

(7) Includes two working capital loans with interest between 4% and 6.5% and

maturities between 2022 and 2030.

Includes a preferred equity investment in an entity that developed and owns a

95-unit ALF/MC in Washington. Our investment represents 15.5% of the total
(8) investment. The preferred equity investment earns an initial cash rate of 7%

increasing to 9% in year four until the internal rate of return (“IRR”) is

8%. After achieving an 8% IRR, the cash rate drops to 8% with an IRR ranging

between 12% to 14% depending on the timing of redemption.

Represents a preferred equity investment in an entity that will develop and
(9) own a 267-unit ILF/ALF in Washington. Our investment represents 11.6% of the

estimated total investment. The preferred equity investment earns an initial

    cash rate of 8% with an IRR of 12%.


                                       34

  Table of Contents

As of December 31, 2021, we had $1.4 billion in carrying value of net
investments, consisting of $1.0 billion or 72.5% invested in owned properties,
$0.3 billion or 24.2% invested in mortgage loans secured by first mortgages,
$28.3 million or 2.0% in notes receivable and $19.3 million or 1.3% in
unconsolidated joint ventures.

Rental income and interest income from mortgage loans represented 78.0% and
21.1%, respectively, of Total revenues on the Consolidated Statements of Income
for the year ended December 31, 2021. In most instances, our lease structure
contains annual rental escalations. Our leases that contain fixed annual rental
escalations and/or have annual rental escalations that are contingent upon
changes in the Consumer Price Index, 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 gross operating revenues of
the property. This revenue is not recognized until the appropriate contingencies
have been resolved. For the year ended December 31, 2021, we recognized
$0.5 million in straight-line rental income and $0.6 million in amortization of
lease incentives. For the remaining leases in place at December 31, 2021,
assuming no modification or replacement of existing leases and no new leased
investments are added to our portfolio, except for the potential subsequent
lease extensions and the leases reported below under Update on Certain
Operators, we currently expect that the non-cash straight-line rent portion of
rental income will decrease from $0.5 million in 2021 to negative $1.3 million
for projected annual 2022 which represents higher cash rent received than
recorded as rental income. Our cash rental income is projected to increase from
$122.0 million in 2021 to $126.9 million for projected annual 2022. At
December 31, 2021, the straight-line rent receivable balance on the consolidated
balance sheet was $24.1 million.

Many of our existing leases contain renewal options that, if exercised, could
result in the amount of rent payable upon renewal being greater or less than
that currently being paid. During the year ended December 31, 2021, we extended
the Brookdale Senior Living Communities, Inc. ("Brookdale") master lease by one
year. See below under Update on Certain Operators and Former Operators below for
further discussion of the Brookdale master lease.

Some of our lease agreements provide purchase options allowing the lessees to
purchase the properties they currently lease from us. See Item 8. FINANCIAL
STATEMENTS- Note 5. Real Estate Investments. Owned Properties for a table that
includes information about purchase options included in our lease agreements.

Update on Certain Operators and Former Operators

Senior Care Centers, LLC – Former Operator

Senior Care and affiliates and subsidiaries filed for Chapter 11 bankruptcy in
December 2018. During 2019, while in bankruptcy, Senior Care assumed LTC's
master lease and, in March 2020, Senior Care emerged from bankruptcy. Concurrent
with their emergence from bankruptcy, in accordance with the order confirming
Senior Care's plan of reorganization, Abri Health was formed as the parent
company of reorganized Senior Care and became co-tenant and co-obligor with
reorganized Senior Care under our master lease. In March 2021, Senior Care and
Abri Health (collectively, "Lessee") defaulted the lease due to failure to pay
rent and additional obligations owed under the master lease. Accordingly, we
sent a notice of default and applied proceeds from letter of credit to certain
obligations owed under the master lease. Furthermore, we sent the Lessee a
notice of termination of the master lease to be effective April 17, 2021. On
April 16, 2021, the Lessee filed for Chapter 11 bankruptcy. In August 2021, the
United States Bankruptcy Court approved a settlement agreement between Lessee
and LTC. The settlement provided for, among other things, a one-time payment of
$3.3 million from LTC to the affiliates of Lessee in exchange for cooperation
and assistance in facilitating an orderly transition of the 11 skilled nursing
centers from the Lessee and its affiliates to affiliates of HMG Healthcare, LLC
which occurred on October 1, 2021. At December 31, 2021, Senior Care and Abri
Health do not operate any properties in our portfolio.

                                       35

  Table of Contents

Senior Lifestyle Corporation

During 2020, an affiliate of Senior Lifestyle paid us $13.8 million of their
$18.4 million contractual rent and we applied their letter of credit and
deposits totaling $3.7 million to past due rent of $3.6 million and to their
outstanding notes receivable of $0.1 million. Accordingly, we wrote-off a total
of $17.7 million of straight-line rent receivable and lease incentives related
to this master lease and transitioned rental revenue recognition to cash basis
effective July 2020. During 2020, we recognized $17.4 million of rental revenue
from Senior Lifestyle. In 2021, Senior Lifestyle defaulted on all rent
obligations under the master lease. During 2021, we transitioned 18 assisted
living communities previously leased to Senior Lifestyle to five operators.
These communities are located in Illinois, Ohio, Wisconsin, Colorado,
Pennsylvania and Nebraska. Also, during 2021, we sold three Wisconsin
communities and a closed community in Nebraska previously leased to Senior
Lifestyle for a combined total of $35.9 million. We received total proceeds of
$34.8 million and recorded a net gain on sale of $5.4 million.

Brookdale Senior Living Communities, Inc


Brookdale's master lease was scheduled to mature on December 31, 2021. During
the first quarter of 2021, we extended their term by one year through an amended
master lease, with a new maturity date of December 31, 2022. Also, the renewal
options under the amended master lease remained the same which provides three
renewal options consisting of a three-year renewal option, a five-year renewal
option and a 10-year renewal option. The notice period for the first renewal
option is January 1, 2022 to April 30, 2022. During 2020, we extended a $4.0
million capital commitment to Brookdale at a 7% yield. During 2021, we fully
funded the $4.0 million and extended an additional $2.0 million to Brookdale at
a 7% yield, which is available through December 31, 2022. As of December 31,
2021, nothing was funded under this additional agreement and our remaining
commitment is $2.0 million. Brookdale is current on rent payments through
February 2022.

Genesis Healthcare, Inc

Genesis reported doubt regarding its ability to continue as a going concern on
its Quarterly Report on Form 10-Q filed in August 2020. As a result, we
wrote-off $4.3 million of straight-line rent receivable related to this master
lease during the third quarter of 2020 and transitioned rental revenue
recognition to cash basis effective September 2020. During the first quarter of
2021, Genesis delisted its Class A common stock from the New York Stock
Exchange. Genesis is current on rent payments through February 2022.

Other Operators


During the third quarter of 2020, an operator failed to pay its full contractual
rent. Accordingly, we wrote-off $1.2 million of straight-line rent receivable
related to this master lease. During 2020, we consolidated our two master leases
with this operator into one combined master lease and agreed to abate $0.7
million of rent and allow the operator to defer rent as needed through March 31,
2021. During 2021 and 2022, the combined master lease was amended to extend the
rent deferral period through March 31, 2022. The operator deferred rent of $4.6
million for the year ended December 31, 2021, and $0.9 million for January
through February 2022. The operator can defer rent up to $0.5 million for March
2022.

Additionally, subsequent to December 31, 2021, an operator of two assisted
living communities in California with a total of 232 units exercised the
purchase option under their lease for approximately $43.7 million. The
communities have a gross book value of $31.8 million and a net book value of
$17.0 million. As a result of this transaction, we anticipate recognizing
approximately $26.0 million of gain on sale of real estate in the second quarter
of 2022. Also, we entered into an agreement with the current operator to sell a
74-unit assisted living community in Virginia for $16.9 million. The community
has a gross book value of $16.9 million and a net book value of $15.7 million.
As a result of this transaction, we anticipate recognizing approximately $1.3
million of gain on sale of real estate in the second quarter of 2022. In
connection with the sale, the current operator will pay a $1.2 million lease
termination fee.

                                       36

  Table of Contents

2021 Transactions Overview

The following tables summarizes our transactions in 2021 (dollar amounts in
thousand):

Investment in Improvement Projects


                               Amount
Assisted Living Communities  $  5,846
Skilled Nursing Centers           452
Total                        $  6,298


Sold Properties

                           Type       Number      Number
                            of          of          of        Sales     Carrying          Net
Year (1)      State     Properties  Properties  Beds/Units    Price      Value      Gain (loss) (2)
2021           n/a         n/a               -           -  $      -  $        -  $             363 (3)
             Florida       ALF               1           -     2,000       2,626              (858)
             Nebraska      ALF               1          40       900       1,079              (200)
            Washington     SNF               1         123     7,700       4,513              2,562
            Wisconsin      ALF               3         263    35,000      28,295              5,595
Total 2021                                   6         426  $ 45,600$   36,513  $           7,462


Subsequent to December 31, 2021, an operator of two ALFs in California with a

total of 232 units, exercised the purchase option under the lease for

approximately $43,700. The communities have a gross book value or $31,800 and

a net book value of $17,000. As a result of this transaction, we anticipate

recognizing approximately $26,000 of gain on sale of real estate in the
(1) second quarter of 2022. Additionally, we entered into an agreement to sell a

74-unit ALF in Virginia for $16,900. The community has a gross book value of

$16,900 and a net book value of $15,700. As a result of this transaction, we

anticipate recognizing approximately $1,300 of gain on sale of real estate in

the second quarter of 2022. In connection with the sale, the current operator

will pay a $1,200 lease termination fee.

(2) Calculation of net gain (loss) includes cost of sales.

We recognized additional gain due to the reassessment adjustment of the
(3) holdbacks related to properties sold during 2019 and 2020, under the expected

value model per Accounting Standard Codification (“ASC”) Topic 606, Contracts

with Customers (“ASC 606”).

Investment in Mortgage Loans

Originations and funding under mortgage loans receivable $ 88,955 (1)
Application of interest reserves

                                298
Scheduled principal payments received                       (1,175)
Mortgage loan premium amortization                              (6)
Provision for loan loss reserve                               (881)
Net increase in mortgage loans receivable                 $  87,191

(1) During 2021, we funded the following:

$1,638 mortgage loan secured by a parcel of land for the future development of

a. a 91-bed post-acute SNF in Missouri and withheld an interest reserve of $142.

The mortgage loan term is one year at a yield of 7.5%;

$27,047 mortgage loan secured by a 189-bed skilled nursing center in Louisiana

b. with a regional operator new to us. The mortgage loan has a three-year term

with one 12-month extension option and a yield of 7.5%;

$11,724 mortgage loan secured by a 68-unit assisted living and memory care

community in Florida operated by a regional operator new to us. At

origination, we withheld an interest reserve of $806 and applied $156 of the

c. reserve during 2021. The mortgage loan term is approximately 4 years at a

7.75% yield and includes an additional $4,177 loan commitment for the

construction of a memory care addition to the property to be funded at a later

date subject to satisfaction of various conditions;

$48,006 mortgage loan for the purchase of a 13-property seniors housing

portfolio located in North (12) and South Carolina (1). The communities are

d. operated by an existing LTC operator. At origination, we withheld an interest

reserve of $4,496. The loan term is four years and includes a commitment of

$6,097 for capital improvements and $650 for working capital; and

e. $540 additional capital funding under our existing mortgage loans.


                                       37

  Table of Contents

Investment in Notes Receivable


Advances under notes receivable                       $  16,353 (1)
Interest reserve withheld                                   353

Principal payments received under notes receivable (2,694)
Notes receivable reserve

                                  (140)
Net increase in notes receivable                      $  13,872

Funding under working capital notes and mezzanine loans with interest ranging

between 4.0% and 8.0% and maturities between 2022 and 2031. During 2021, we

originated a $4,355 mezzanine loan and withheld a $353 interest reserve. The

mezzanine loan has a three-year term with two 12-month extensions. The
(1) initial rate is 8.0% for the first 18 months increasing to 10.5% thereafter

with an 10.5% IRR. Additionally, we provided the operator a $25,000 secured

working capital loan maturing in September 2022 to facilitate the transition

of the 11 properties from Senior Care and Abri Health. During 2021, we funded

    $9,900 under this working capital loan and funded an additional $5,750
    subsequent to December 31, 2021.




                                       38

  Table of Contents

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 real estate investment our
concentration risk in terms of asset mix, real estate investment mix, operator
mix and geographic mix. Concentration risk is valuable to understand what
portion of our real estate investments could be at risk if certain sectors were
to experience downturns. Asset mix measures the portion of our real estate
investments that are real property or mortgage loans. Investment mix measures
the portion of our investments that relate to our various property types.
Operator mix measures the portion of our real estate investments that relate to
our top five operators. Geographic mix measures the portion of our real estate
investment that relate to our top five states.

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


                                      12/31/21       9/30/21       6/30/21       3/31/21      12/31/20
Asset mix:
Real property                        $ 1,408,557$ 1,407,098$ 1,412,329$ 1,449,062$ 1,452,001
Loans receivable                         347,915       261,437       259,641       259,874       259,843
Notes receivable                          28,623        18,864        13,869        13,714        14,611
Unconsolidated joint ventures             19,340        19,340        

19,340 19,340 11,340


Real estate investment mix:
Assisted living communities          $   929,113$   868,081$   860,573$   897,154$   898,437
Skilled nursing centers                  849,182       812,518       820,246       820,476       822,063
Under development                         13,000        13,000        13,000        13,000         5,000
Other (1)                                 13,140        13,140        11,360        11,360        12,295
Operator mix:
Prestige Healthcare (1)              $   272,453$   272,789$   272,773$   273,007$   272,976
HMG Healthcare (2)                       171,920        23,705        23,705        23,705        23,705
Anthem Memory Care                       139,176       139,176       139,176       139,176       139,176
Brookdale Senior Living                  102,921       102,261       101,240       101,012       100,613
Carespring Health Care Management        102,520       102,520       102,520       102,520       102,520
Remaining operators (2)                1,015,445     1,066,288     1,065,765     1,102,570     1,098,805
Geographic mix:
Michigan                             $   281,512$   282,022$   281,762$   281,995$   281,963
Texas                                    274,626       274,204       273,588       273,468       273,287
Wisconsin                                114,538       114,288       114,250       149,403       149,403
California                               106,129       105,997       105,892       105,352       105,163
Colorado                                 104,514       104,445       104,347       104,307       104,090
Remaining states                         923,116       825,783       825,340       827,465       823,889

As of December 31, 2020, we have three parcels of land. These parcels are
(1) located adjacent to properties securing the Prestige Healthcare mortgage loan

and are managed by Prestige.

During the three months ended December 31, 2021, we transitioned 11 ALFs from

Senior Care and Abri Health to HMG. As a result of this transaction, Senior

Care and its parent company, Abri Health, do not operate any properties in
(2) our portfolio as of December 31, 2021 and are replaced by HMG. Accordingly,

our “Senior Care Centers/ Abri Health Services properties” were reclassified

    to "Remaining operators" and our "HMG Healthcare properties" were
    reclassified from "Remaining operators" for all periods presented prior to
    December 31, 2021.


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 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). The coverage ratios are based on earnings before interest,
taxes, depreciation and amortization for real estate ("EBITDAre") as defined by
National Association of Real Estate Investment Trusts ("NAREIT"). EBITDAre is
calculated as net income available to common stockholders (computed in
accordance with GAAP) excluding (i) interest expense, (ii) income tax expense,
(iii) real estate depreciation and amortization, (iv) impairment write-downs of
depreciable real estate, (v) gains or losses on the sale of depreciable real
estate, and (vi) adjustments for unconsolidated

                                       39

Table of Contents


partnerships and joint ventures. Adjusted EBITDAre is calculated as EBITDAre
adjusted for non-recurring items. Leverage ratios and coverage ratios are widely
used by investors, 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:

Balance Sheet Metrics

                                     Year Ended                              Quarter Ended
                                      12/31/21     12/31/21       9/30/21       6/30/21       3/31/21       12/31/20
Debt to gross asset value                  38.4 %      38.4 % (1)    36.3 % (1)    34.8 % (3)    36.3 % (1)     35.8 %
Debt to market capitalization ratio        35.0 %      35.0 % (2)    34.7 % (2)    29.0 % (4)    28.7 % (6)     29.8 %
Interest coverage ratio (7)                 4.4 x       4.3 x         4.3 x         4.3 x (5)     4.7 x (5)      5.3 x
Fixed charge coverage ratio (7)             4.4 x       4.3 x         4.3 x

4.3 x (5) 4.7 x (5) 5.3 x

(1) Increased due to increase in outstanding debt partially offset by increase in

gross asset value.

(2) Increased due to decrease in market capitalization and increase in

outstanding debt primarily related to investments.

(3) Decreased due to decrease in outstanding debt partially offset by decrease in

gross asset value.

(4) Increased due to decrease in market capitalization, partially offset by

decrease in outstanding debt.

(5) Decreased due to decrease in rental income partially offset by decrease in

interest expense.

(6) Decreased due to increase in market capitalization partially offset by

increase in outstanding debt.

In calculating our interest coverage and fixed charge coverage ratios above,

we use EBITDAre, which is a financial measure not derived in accordance with

GAAP (non-GAAP financial measure). EBITDAre and Adjusted EBITDAre are not

alternatives to net income, operating income or cash flows from operating
(7) activities as calculated and presented in accordance with GAAP. You should

not rely on EBITDAre and Adjusted EBITDAre 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 EBITDAre and Adjusted EBITDAre.


                                              Year to Date                               Quarter Ended
                                                12/31/21        12/31/21       9/30/21       6/30/21      3/31/21      12/31/20
Net income                                   $       56,224$ 12,930

$ 11,114$ 18,330$ 13,850$ 17,665
Less (add): (Gain)/ loss on sale

                    (7,462)          (70)   

(2,702) (5,463) 773 (44)
Add: Loss on unconsolidated joint ventures

                -             -             -             -            -           138
Add: Impairment loss                                      -             -             -             -            -         3,036
Add: Interest expense                                27,375         6,933  

6,610 6,860 6,972 7,088
Add: Depreciation and amortization

                   38,296         9,449         9,462         9,508        9,877         9,839
EBITDAre                                     $      114,433$ 29,242

$ 24,484$ 29,235$ 31,472$ 37,722
Add: Non-recurring one-time items

                     5,947 (1)       869 (2)     3,895 (3)       133 (4)    1,050 (5)         -
Adjusted EBITDAre                             $     120,380$ 30,111

$ 28,379$ 29,368$ 32,522$ 37,722

Interest expense                             $       27,375$  6,933$   6,610$   6,860$  6,972$  7,088
Interest incurred                            $       27,375$  6,933

$ 6,610$ 6,860$ 6,972$ 7,088

Interest coverage ratio                                 4.4 x         4.3 x

4.3 x 4.3 x 4.7 x 5.3 x

Interest incurred                            $       27,375$  6,933$   6,610$   6,860$  6,972$  7,088
Total fixed charges                          $       27,375$  6,933

$ 6,610$ 6,860$ 6,972$ 7,088

Fixed charge coverage ratio                             4.4 x         4.3 x

4.3 x 4.3 x 4.7 x 5.3 x

(1) Represents sum of (2) to (5) below.

(2) Represents the provision for credit losses related to the origination of

$86,900 of mortgage loans during the fourth quarter of 2021.

(3) Represents the Senior Care and Abri Health settlement.

(4) Represents the 50% reduction of rent escalations.

(5) Represents the write-off of straight-line rent ($758) and the 50% reduction

    of rent and interest escalations ($292).


                                       40

  Table of Contents

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;

? Changes in federal, state and local legislation;

? The duration, spread and severity of the COVID-19 outbreak.

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.
                                       41

  Table of Contents

Operating Results

Year ended December 31, 2021 compared to year ended December 31, 2020 (in
thousands):

                                                       Years ended December 31,
                                                         2021              2020         Difference
Revenues:
Rental income                                        $     121,125$  126,094$   (4,969) (1)
Interest income from mortgage loans                         32,811         
31,396            1,415 (2)
Interest and other income                                    1,386           1,847            (461) (3)
Total revenues                                             155,322         159,337          (4,015)

Expenses:
Interest expense                                            27,375          29,705            2,330 (4)
Depreciation and amortization                               38,296          39,071              775
Impairment loss from real estate investments                     -           3,977 (5)        3,977
Provision (recovery) for credit losses                       1,021         
   (3)          (1,024) (6)
Transaction costs                                            4,433             299          (4,134) (7)
Property tax expense                                        15,392          15,065            (327)
General and administrative expenses                         21,460         
19,710          (1,750) (8)
Total expenses                                             107,977         107,824            (153)

Other operating income:
Gain on sale of real estate, net                             7,462 (9)      44,117 (10)    (36,655)
Operating income                                            54,807          95,630         (40,823)
Gain from property insurance proceeds                            -             373 (11)       (373)
Loss on unconsolidated joint ventures                            -           (758) (12)         758
Income from unconsolidated joint ventures                    1,417             432              985 (13)
Net income                                                  56,224          95,677         (39,453)
Income allocated to non-controlling interests                (363)           (384)               21
Net income attributable to LTC Properties, Inc.             55,861          95,293         (39,432)
Income allocated to participating securities                 (458)           (422)             (36)

Net income available to common stockholders $ 55,403$ 94,871$ (39,468)

Decreased primarily due to defaults of lease obligations from Senior

Lifestyle and Senior Care and Abri Health, abated and deferred rent, net of

repayment, a $758 straight-line rent receivable write-off during 2021, a

decrease in property tax revenue, reduced rent from sold properties and 50%
(1) reduction of 2021 rent escalations partially offset by a $23,214 write-off of

straight-line rent receivable and lease incentive balances related to three

operators during 2020, increased rent from re-leasing 18 properties

previously leased to Senior Lifestyle, completed development projects and

contractual rent increases.

Increased due to mortgage loan originations and capital improvement funding
(2) offset by scheduled principal paydowns and 50% reduction of 2021 interest

escalations.

(3) Decreased primarily due to the payoff of a mezzanine loan offset by

additional notes receivable funding.

Decreased due to scheduled principal payments on our senior unsecured notes

and lower interest rates under our unsecured revolving line of credit
(4) partially offset by higher interest rates on $100,000 of new term loans in

fourth quarter of 2021 and higher outstanding balances under our unsecured

revolving line of credit.

(5) Represents impairment losses related to a 48-unit ALF in Colorado and a

61-unit ALF in Florida.

(6) Increased primarily due to mortgage originations and capital improvement

funding offset by scheduled principal paydowns.

(7) Increased due to Senior Care and Abri Health settlement and related fees.

Increased primarily due to higher incentive compensation expense, an increase
(8) in non-cash restricted stock and performance-based stock vesting expense and

additional employees.

Represents the net gain on sale of $2,562 related to a SNF in Washington,

$5,595 related to three ALFs in Wisconsin and $363 of quarterly reassessment
(9) of the prior years’ sale holdbacks partially offset by the net loss on sale

of $200 related to a closed ALF in Nebraska and the net loss on sale of $858

related to a closed property in Florida.

(10) Represents net gain on sale of 21 SNFs and additional gain due to quarterly

reassessment of prior years’ sale holdbacks.

(11) Represents gain on insurance proceeds related to a 114-bed SNF in Texas sold

during the first quarter of 2020.

(12) Relates to the sale of properties comprising a joint venture in which we had

a preferred equity investment with Senior Lifestyle.



(13) Increased due to preferred equity investments in two unconsolidated joint
     ventures.


                                       42

  Table of Contents

Year ended December 31, 2020 compared to year ended December 31, 2019 (in
thousands):

                                                       Years ended December 31,
                                                         2020             2019         Difference
Revenues:
Rental income                                        $    126,094$ 152,755$  (26,661) (1)
Interest income from mortgage loans                        31,396         
29,991            1,405 (2)
Interest and other income                                   1,847           2,558            (711) (3)
Total revenues                                            159,337         185,304         (25,967)

Expenses:
Interest expense                                           29,705          30,582              877 (4)
Depreciation and amortization                              39,071          39,216              145
Impairment on real estate for sale                          3,977               -          (3,977) (5)
(Recovery) provision for credit losses                        (3)          
  166              169
Transaction costs                                             299             365               66
Property tax expense                                       15,065          16,755            1,690 (6)
General and administrative expenses                        19,710         
18,453          (1,257) (7)
Total expenses                                            107,824         105,537          (2,287)

Other operating income:
Gain on sale of real estate, net                           44,117 (8)       2,106 (9)       42,011
Operating income                                           95,630          81,873           13,757
Gain from property insurance proceeds                         373 (10)      2,111 (10)     (1,738)
Loss on unconsolidated joint ventures                       (758) (11)          -            (758)

Impairment loss from investments in unconsolidated
joint ventures

                                                  -         (5,500) (12)       5,500
Income from unconsolidated joint ventures                     432           2,388          (1,956) (13)
Net income                                                 95,677          80,872           14,805
Income allocated to non-controlling interests               (384)           (346)             (38)
Net income attributable to LTC Properties, Inc.            95,293          80,526           14,767
Income allocated to participating securities                (422)           (391)             (31)

Net income available to common stockholders $ 94,871$ 80,135$ 14,736

Decreased primarily due to the $23,214 write-off of straight-line rent

receivable and lease incentive balances during 2020, reduction in rent
(1) related to the sale of the Preferred Care, Inc. portfolio, reduced revenue

from Senior Lifestyle, and abated and deferred rent, partially offset by

increased rent from contractual escalations, acquisitions and completed

development projects.

(2) Increased primarily due to additional mortgage and capital improvement

funding offset by scheduled principal paydowns.

(3) Decreased primarily due to the partial paydown of a mezzanine loan.

Decreased primarily due to lower outstanding balance and interest rates on
(4) our line of credit in 2020, partially offset by increased interest from sale

of $100,000 senior unsecured notes during the fourth quarter of 2019.

(5) Represents impairment losses related to a 48-unit ALF in Colorado and a

61-unit ALF in Florida.

(6) Decreased primarily due to the timing of Senior Lifestyle property tax escrow

receipts and the payment of related taxes.

(7) Increased primarily due to higher incentive compensation expense in 2020 and

a legal fee reimbursement from Senior Care in 2019.

Represents gain on sale of 21 SNFs within the Preferred Care, Inc. portfolio
(8) and additional gain due to quarterly reassessment of prior years’ sale

holdbacks.

Represents the net gain resulting from sale of three SNFs and an ALF during
(9) 2019. Additionally, represents an additional $500 net gain on sale due to

receipt of funds held in escrow related to a portfolio of six ALFs sold in

2018.

(10) Relates to insurance proceeds related to properties sold.

(11) Relates to the sale of properties comprising a joint venture in which we had

a preferred equity investment with Senior Lifestyle. Also, see (12) below.

(12) Relates to a preferred equity investment in a joint venture comprised of

four ALFs which we wrote-down to its estimated fair value.

(13) Decreased due to (12) above and payoff of a mezzanine loan in 2019 offset by

     two preferred equity investments in 2020.


                                       43

  Table of Contents

Funds From Operations

Funds from Operations ("FFO") attributable to common stockholders, basic FFO
attributable to common stockholders per share and diluted FFO attributable 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 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 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 net income available to common stockholders to
FFO attributable to common stockholders (unaudited, amounts in thousands, except
per share amounts):

                                                      For the year ended December 31,
                                                      2021          2020          2019

GAAP net income available to common stockholders $ 55,403$ 94,871

     $  80,135
Add: Depreciation and amortization                     38,296        39,071

39,216

Add: Impairment loss from investments                       -         3,977

5,500

Add: Loss on unconsolidated joint ventures                  -           758             -
Less: Gain on sale of real estate, net                (7,462)      (44,117)

(2,106)

NAREIT FFO attributable to common stockholders $ 86,237$ 94,560

     $ 122,745
NAREIT FFO attributable to common stockholders
per share:
Basic                                              $     2.20$     2.41$    3.10
Diluted                                            $     2.20$     2.41$    3.08 (1)
Weighted average shares used to calculate NAREIT
FFO per share:
Basic                                                  39,156        39,179        39,571
Diluted                                                39,156        39,264 (2)    39,921 (3)

(1) Includes the effect of participating securities.

(2) Diluted weighted average shares used to calculate FFO per share includes the

effect of performance-based stock units.

Diluted weighted average shares used to calculate FFO per share includes the
(3) effect of stock option equivalents, participating securities and

performance-based stock units.

Critical Accounting Policies and Estimates


Our accounting policies are more fully described under Item 8. FINANCIAL
STATEMENTS-Footnote 2. Summary of Significant Accounting Policies. As discussed
in Footnote 2, the preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions about future events that
affect the amounts reported in our consolidated financial statements and
accompanying notes. Actual results could differ from those estimates. Listed
below are those policies and estimates that we believe are critical and require
the use of significant judgement in their application.

                                       44

Table of Contents

Impairment of Long-Lived Assets


Assets that are classified as held-for-use are periodically evaluated for
impairment when events or changes in circumstances indicate that the asset may
be impaired or the carrying amount of the asset may not be recoverable through
future undiscounted cash flows. The expected future undiscounted cash flows
reflect external market factors and are probability weighted to reflect multiple
possible cash flow scenarios. Additionally, the estimated future undiscounted
cash flows are calculated utilizing the lowest level of identifiable cash flows
that are largely independent of the cash flows of other assets and liabilities.
In order to review our real estate assets for recoverability, we make
assumptions regarding external market conditions (including capitalization rates
and growth rates), forecasted cash flows and sales prices, whether the
management modifies the lease with the existing operator versus identifying a
replacement operator and our intent with respect to holding or disposing of the
asset. If our analysis indicates that the carrying value of the real estate
assets is not recoverable on an undiscounted cash flow basis, we recognize an
impairment charge for the amount by which the carrying value exceeds the fair
value of the real estate asset. Our ability to accurately predict operating
results and projected cash flows impacts the timing and recognition of
impairments. While we believe our assumptions are reasonable, changes in these
assumptions may have a material impact on our consolidated financial statements.

Collectibility of operator obligations


We assess the collectibility of substantially all our lease payments through
maturity. If collectibility is not probable, all or a portion of our
straight-line rent receivables and other lease receivables may be written-off.
In order to assess our lease payments for collectibility, we make assumptions
that include evaluating lessee's payment history, the financial strength of the
lessee, future market conditions and contractual rents, and timing of expected
payments. Our ability to accurately predict collectibility of substantially all
of our lease payments impacts the timing of straight-line rent and other lease
receivable write-offs, if any. While we believe our assumptions are reasonable,
changes in these assumptions may have a material impact on our consolidated
financial statements.

Liquidity and Capital Resources

Sources and Uses of Cash

As of December 31, 2021, we had a total of $5.2 million of cash and cash
equivalents, $289.1 million available under our unsecured revolving line of
credit and the potential ability to access the capital markets through the
issuance of $200.0 million of common stock under our Equity Distribution
Agreements. Furthermore, we have the ability to access the capital markets
through the issuance of debt and/or equity securities under an automatic shelf
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 used by
financing and investing activities are sensitive to the capital markets'
environment, especially to changes in interest rates. In addition, COVID-19 has
adversely affected and is expected to continue to adversely affect our
operators' business, results of operations, cash flows and financial condition
which could, in turn, adversely affect our financial position.

The operating results of the properties will be impacted by various factors over
which the operators/owners may have no control. Those factors include, without
limitation, the health of the economy, changes in supply of or demand for
competing seniors housing and health care properties, ability to hire and
maintain qualified staff, ability to control rising operating costs, the
potential for significant reforms in the health care industry, and the impact of
COVID-19. 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, and the impact of
COVID-19 or other pandemic level viruses. We cannot presently predict what
impact these potential events may have, if any. We believe that 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.

                                       45

Table of Contents


Depending on the duration, spread and the severity of the COVID-19 outbreak, our
borrowing capacity, compliance with financial covenants, ability to access the
capital markets, and the payment of dividends may be negatively impacted. We
continuously evaluate the availability of cost-effective capital and believe we
have sufficient liquidity for our current dividend, corporate expenses and
additional capital investments in 2022.

Our investments, principally our investments in owned properties and mortgage
loans, 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
leases have agreed upon annual increases and our loans have predetermined
increases in interest rates. 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 unsecured credit facility, public and private issuance 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 administrative expenses. These sources and uses of cash
are reflected in our Consolidated Statements of Cash Flows as summarized below
(in thousands):

                                                        Year Ended December 31,            Change
Cash provided by (used in):                              2021               2020              $
Operating activities                                $       91,184$   116,101$  (24,917)
Investing activities                                      (69,786)            43,931      (113,717)
Financing activities                                      (24,009)         (156,504)        132,495
(Decrease) increase in cash, cash equivalents
and restricted cash                                        (2,611)             3,528        (6,139)
Cash, cash equivalents and restricted cash,
beginning of period                                          7,772             4,244          3,528
Cash, cash equivalents and restricted cash, end
of period                                           $        5,161$     7,772$   (2,611)


Debt Obligations

Unsecured Credit Facility. We had an unsecured credit agreement (the "Original
Credit Agreement") that provided for a revolving aggregate commitment of the
lenders of up to $600.0 million with the opportunity to increase the commitment
size of the credit agreement up to a total of $1.0 billion. The Original Credit
Agreement's maturity was on June 27, 2022 and provided for a one-year extension
option at our discretion, subject to customary conditions.

In advance of expiration of the Original Credit Agreement, during the fourth
quarter of 2021, we entered into the Third Amended and Restated credit agreement
(the "Credit Agreement") to replace the Original Credit Agreement. The Credit
Agreement decreased the aggregate commitment of the lenders under the Original
Credit Agreement to $500.0 million comprised of a $400.0 million revolving
credit facility (the "Revolving Line of Credit") and two $50.0 million term
loans (the "Term Loans"). The Credit Agreement permits us to request increases
to the Revolving Line of Credit and Term Loans commitments up to a total of $1.0
billion, extends the maturity of the Revolving Line of Credit to November 19,
2025 and provides for a one-year extension option at our discretion, subject to
customary conditions. The Term Loans mature on November 19, 2025 and November
19, 2026. Based on our leverage at December 31, 2021, the Revolving Line of
Credit provides for interest annually at LIBOR plus 115 points and a facility
fee of 20 basis point and the Term Loans provide for interest annually at LIBOR
plus 135 points.

Interest Rate Swap Agreement. In connection with entering into the Term Loans as
discussed above, we entered into two receive variable/pay fixed interest rate
swap agreements ("Interest Rate Swaps") with maturities of November 19, 2025 and
November 19, 2026, respectively, that will effectively lock-in the forecasted
interest payments on the Term Loan borrowings over the four and five year terms
of the loans. The Interest Rate Swaps are considered cash flow hedges and are
recorded on our Consolidated Balance Sheets at fair value, with changes in the
fair value of these instruments recognized in Accumulated other comprehensive
income (loss) on our Consolidated Balance Sheets. During the three months ended
December 31, 2021, we recorded a $0.2 million decrease in fair value of Interest
Rate Swaps.

Senior Unsecured Notes. We have senior unsecured notes held by institutional
investors with interest rates ranging from 3.85% to 5.03%. The senior unsecured
notes mature between 2024 and 2032.

                                       46

Table of Contents


The debt obligations by component as of December 31, 2021 are as follows (dollar
amounts in thousands):

                                                     Applicable                 Available
                                                      Interest    Outstanding      for
                 Debt Obligations                     Rate (1)      Balance     Borrowing
Bank borrowings (2)                                    1.36%     $     110,900$  289,100
Term loans, net of debt issue costs                    2.63%            99,363           -
Senior unsecured notes, net of debt issue costs (3)    4.35%           512,456           -
Total                                                  3.65%     $     722,719$  289,100

(1) Represents weighted average of interest rate as of December 31, 2021.

Subsequent to December 31, 2021, we borrowed $22,000 under our Revolving Line
(2) of Credit. Accordingly, we have $132,900 outstanding and $267,100 available

for borrowing under our Revolving Line of Credit.

Subsequent to December 31, 2021, we paid $7,000 under our senior unsecured
(3) notes. Accordingly, we have $505,456 outstanding, net of debt issue costs,

under our senior unsecured notes.

Our debt borrowings and repayments during the year ended December 31, 2021, are
as follows (in thousands):

    Debt Obligations        Borrowings       Repayments
Revolving line of credit  $    204,400 (1) $  (183,400)
Term loans                     100,000                -
Senior unsecured notes               -         (47,160) (2)
Total                     $    304,400$  (230,560)

Subsequent to December 31, 2021, we borrowed $22,000 under our Revolving Line
(1) of Credit. Accordingly, we have $132,900 outstanding and $267,100 available

for borrowing under our Revolving Line of Credit.

Subsequent to December 31, 2021, we paid $7,000 under our senior unsecured
(2) notes. Accordingly, we have $505,456 outstanding, net of debt issue costs,

under our senior unsecured notes.

Equity


Non-controlling Interests. We may, enter into partnerships to develop and/or own
real estate. Given that our limited members do not have substantive kick-out
rights, liquidation rights, or participation rights, we have concluded that the
partnerships are VIEs. Since 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 at cost.

At December 31, 2021, we had 39,374,044 shares of common stock outstanding,
equity on our balance sheet totaled $745.1 million and our equity securities had
a market value of $1.3 billion. During the year ended December 31, 2021, we
declared and paid $90.5 million of cash dividends.

Common Stock. We have 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. The equity distribution agreement provides for sales
of common shares to be made by means of ordinary brokers' transactions, which
may include block trades, or transactions that are deemed to be "at the market"
offerings. At December 31, 2021, we had $200.0 million available under our
equity distribution agreement.

During 2021, we acquired 87,249 shares of common stock held by employees who
tendered owned shares to satisfy tax withholding obligations. Subsequent to
December 31, 2021, we declared a monthly cash dividend of $0.19 per share on our
common stock for the months of January, February and March 2022, payable on
January 31, February 28 and March 31, 2022, respectively, to stockholders of
record on January 21, February 18, and March 23, 2022, respectively.

Stock Based Compensation Plans. 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

                                       47

  Table of Contents

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.

Restricted Stock and Performance-based Stock Units. During 2021, we granted
182,240 shares of restricted common stock and performance-based stock units
under the 2021 Plan as follows:

No. of    Price per
Shares      Share        Vesting Period
 95,293  $   42.27    ratably over 3 years
 71,892  $   42.27    TSR targets (1)
 12,055  $   39.40    May 26, 2022
  3,000  $   43.14    April 1, 2022
182,240

(1) Vesting is based on achieving certain total shareholder return (“TSR”)

targets in 4 years with acceleration opportunity in 3 years.



At December 31, 2021, the total number of restricted common stock shares that
are scheduled to vest, and performance-based stock units that could possibly
vest and 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 (dollar amounts in thousands):

              Number        Remaining
                of         Compensation
Vesting Date  Awards         Expense
    2022      164,232 (1)          5,447
    2023      128,282 (2)          2,855
    2024      103,663 (3)            303
Total         396,177     $        8,605

Includes 60,836 performance-based stock units. The performance-based stock
(1) units are valued utilizing a lattice-binomial option pricing model based on

Monte Carlo simulations. The company recognizes the fair value of the awards

over the applicable vesting period as compensation expense.

(2) Includes 66,027 performance-based stock units. See (1) above for valuation

methodology.

(3) Includes 71,892 performance-based stock units. See (1) above for valuation

methodology.



Stock Options. We did not issue any stock options during the year ended December
31, 2021. At December 31, 2021, we have 15,000 stock options outstanding and
exercisable.

Material Cash Requirements

We monitor our contractual obligations and commitments detailed above to ensure
funds are available to meet obligations when due. The following table represents
our long-term contractual obligations (scheduled principal payments and amounts
due at maturity) as of December 31, 2021, excluding the effects of interest and
debt issue costs (in thousands):

                             Total         2022         2023       2024       2025        2026       Thereafter
Revolving line of credit   $ 110,900 (1) $      - (1) $      -   $      -  
$ 110,900   $       -   $          -
Term loans                   100,000            -            -          -      50,000      50,000              -
Senior unsecured notes       512,980 (2)   48,160 (2)   49,160     49,160      49,500      51,500        265,500
                           $ 723,880$ 48,160$ 49,160$ 49,160$ 210,400$ 101,500$    265,500

Subsequent to December 31, 2021, we borrowed $22,000 under our unsecured
(1) revolving line of credit. Accordingly, we have $132,900 outstanding and

    $267,100 available for borrowing under our unsecured revolving line of
    credit.

Subsequent to December 31, 2021, we paid $7,000 under our senior unsecured
(2) notes, accordingly we have $505,456 outstanding, net of debt issue costs,

    under our senior unsecured notes.


                                       48

  Table of Contents

The following table represents our projected interest expense, excluding
capitalized interest, amortization of debt issue costs and bank fees, as of
December 31, 2021 (in thousands):


                             Total       2022       2023       2024       2025       2026      Thereafter
Revolving line of credit   $   9,072$  2,344$  2,344$  2,351$  2,033   $      -   $          -
Term loans                    11,712      2,664      2,664      2,671      2,510      1,203              -
Senior unsecured notes       111,829     21,281     19,003     16,747     14,536     12,473         27,789
                           $ 132,613$ 26,289$ 24,011$ 21,769$ 19,079$ 13,676$     27,789

Also, see Item 8. FINANCIAL STATEMENTS- Note 11. Commitments and Contingencies
for additional information regarding our contractual commitments.

© Edgar Online, source Glimpses

This news is republished from another source. You can check the original article here

Be the first to comment

Leave a Reply

Your email address will not be published.


*