John L. Spaid
Thank you, Kevin, and hello, everyone. This morning, I will provide details on our fourth quarter and full-year results, review our financial strength, including our updated leverage policy, and conclude with our financial outlook for 2026. I will be using average diluted common shares for all per-share results. For the quarter ended 12/31/2025, our net income per share was $0.80, a decrease of 15.8% from the prior year. Recall that in the prior-year period, we recognized a $6.3 million noncash gain related to derivative accounting for forward equity sales agreements, as well as a $5 million gain on sales of real estate. For the twelve-month period ended 12/31/2025, our net income per share was $3.02 compared to $3.13 in the prior year. Our NAREIT FFO results per share for the fourth quarter and full year compared to the prior-year periods decreased 1.6% and increased 2.2% to $1.22 and $4.65 per share, respectively. The prior-year period's NAREIT FFO benefited from the aforementioned $6.3 million gain from derivative accounting. Our normalized FFO results per share for the fourth quarter and full year increased 8.9% and 10.6% to $1.22 and $4.91 per share, respectively, compared to the prior-year periods. Several one-time items helped us achieve these strong normalized FFO results. During the year, we recognized gains from equity method investments of $3.7 million, up from $400,000 in the prior year. We also recognized a $3.4 million benefit to our credit loss reserves compared to a credit loss expense of $4.6 million in the prior year. Finally, we recognized $3.9 million in cash rental income upon lease terminations, which excludes noncash write-offs of straight-line rents receivable and excludes noncash rental income related to operations transfers attributable to the third-quarter SHOP transition properties, which benefited both normalized FFO and FAD. FAD for the fourth quarter and full year compared to the prior-year periods increased 11.1% and 13.7% to $57.9 million and $232.1 million, respectively. As Kevin noted, NOI from our 26-property SHOP segment for the quarter ended December 31 increased 124.9% to $7.3 million compared to the prior-year period. Our 15-property same-store SHOP portfolio NOI declined 0.9% to $3.2 million from the prior-year fourth quarter but was sequentially up 8.7% from the third quarter. Subsequent to the end of the year, we added an additional nine properties to our SHOP segment, which brings our total investment in SHOP to $740 million. Our 2026 guidance released last night included our NOI expectations for these properties to be $39.6 million at the midpoint. We believe that the 5.4% yield on our current in-place SHOP invested capital continues to represent substantial NOI growth upside for the company. I will talk more about our 2026 guidance in just a moment. Interest expense for the fourth quarter was down 6.4% year over year, while weighted average common diluted shares were up 5.4% to 47.9 million shares as a result of the company's greater use of equity in lieu of debt to fund new investments over the last year. Cash G&A increased 39.9% to $6.6 million compared to the year-earlier period, while legal expense declined $400,000. During the quarter, we closed on new investments totaling $217.5 million. For the year, we made $392 million in new investments, the highest level since 2016. This volume reflects both the success we have with converting existing loans into fee simple ownership as well as the redeployment of over $93.3 million in other loan investment payoffs during the year. Our net deployment of new investment capital represents a 42% increase year over year. During the quarter, we settled approximately 600,000 common shares from our Q2 2025 forward ATM equity activity with proceeds of approximately $46.2 million at an adjusted forward price of $71.87 per share after fees and forward costs. At 12/31/2025, we have remaining escrowed forward equity proceeds of approximately $44.5 million available to us in exchange for the future delivery of 600,000 common shares at an average price of $69.23 per share. We ended the year with $19.6 million in cash on our balance sheet, $496 million in revolver capacity, and also had $315.8 million available on our ATMs assuming the settlement of our forward equity sale agreements. Our balance sheet ended the fourth quarter in great shape. Our net debt to adjusted EBITDA ratio was 3.8 times for the quarter, and our available liquidity was approximately $875 million attributable to the cash on our balance sheet, excess revolver, forward equity, and additional ATM capacity. We are also announcing today a change in our leverage policy. We are lowering our leverage policy from a range of four times to five times to a range of three and a half times to four and a half times net debt to adjusted EBITDA. Our lower leverage policy reflects the importance we place on our investment grade rating, and also reflects the changes to our debt service coverage ratio in this higher-for-longer interest rate environment. Let me now turn to our dividend and guidance. As we announced last night, our Board of Directors declared a $0.92 per share dividend for shareholders of record 03/31/2026, payable 05/01/2026. Last night, we introduced our full-year 2026 guidance, and I previously touched on some of our SHOP expectations. For 2026, we expect NAREIT FFO and NFFO per share at the midpoint to grow 6.9% and 1.2%, respectively. We expect total FAD at the midpoint to grow 7.8% to $250.2 million. Our full-year 2026 guidance includes $230 million in additional future investments, at an average NOI yield of 7.8%, comprised of approximately 70% SHOP investments, which we believe is a conservative assumption for the year. Excluded from our guidance is any assumption for the early resolution of our NHC lease, which matures 12/31/2026. Negotiations are ongoing; we expect to have more to report as the year progresses. Capital markets activity in our initial 2026 guidance currently only reflects the settlement of our remaining forward equity and the retirement of our upcoming debt maturities using proceeds from our revolver. However, we expect our capital markets activity to adjust as required to meet the company's liquidity needs due to changes in the timing and the amount of our investments and dispositions. So once again, thank you for joining our call today. That concludes our prepared remarks. Operator, please open the lines for questions.