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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2011

 

OR

 

o         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  x  No  o

 

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  x  No  o

 

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

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

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

 

The number of shares of common stock outstanding on October 27, 2011 was 30,340,574.

 

 

 




Table of Contents

 

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

 

 

September 30, 2011

 

December 31, 2010

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Real estate investments:

 

 

 

 

 

Land

 

$

50,409

 

$

43,031

 

Buildings and improvements

 

634,418

 

567,017

 

Accumulated depreciation and amortization

 

(172,480

)

(158,204

)

Net operating real estate property

 

512,347

 

451,844

 

Properties held-for-sale, net of accumulated depreciation and amortization: 2011 — $613; 2010 — $505

 

5,018

 

5,113

 

Net real estate property

 

517,365

 

456,957

 

Mortgage loans receivable, net of allowance for doubtful accounts: 2011 — $931; 2010 — $981

 

54,056

 

59,026

 

Real estate investments, net

 

571,421

 

515,983

 

Other assets:

 

 

 

 

 

Cash and cash equivalents

 

5,214

 

6,903

 

Debt issue costs, net

 

2,377

 

743

 

Interest receivable

 

1,339

 

1,571

 

Straight-line rent receivable,(1) net of allowance for doubtful accounts: 2011 — $668; 2010 — $634

 

22,822

 

20,090

 

Prepaid expenses and other assets

 

8,541

 

8,162

 

Other assets related to properties held-for-sale, net of allowance for doubtful accounts: 2011 — $839; 2010 — $839

 

51

 

51

 

Notes receivable

 

768

 

1,283

 

Marketable securities (2)

 

6,483

 

6,478

 

Total assets

 

$

619,016

 

$

561,264

 

LIABILITIES

 

 

 

 

 

Bank borrowings

 

$

28,400

 

$

37,700

 

Senior unsecured notes

 

100,000

 

50,000

 

Bonds payable

 

3,200

 

3,730

 

Accrued interest

 

1,014

 

675

 

Earn-out liabilities

 

6,195

 

 

Accrued expenses and other liabilities

 

10,872

 

9,737

 

Accrued expenses and other liabilities related to properties held-for-sale

 

93

 

132

 

Distributions payable

 

 

1,768

 

Total liabilities

 

149,774

 

103,742

 

EQUITY

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock $0.01 par value; 15,000 shares authorized;

 

 

 

 

 

shares issued and outstanding: 2011 — 2,000; 2010 — 5,536

 

38,500

 

126,913

 

Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2011 —30,341; 2010 — 26,345

 

303

 

263

 

Capital in excess of par value

 

506,851

 

398,599

 

Cumulative net income

 

660,186

 

623,491

 

Other

 

219

 

264

 

Cumulative distributions

 

(738,779

)

(693,970

)

Total LTC Properties, Inc. stockholders’ equity

 

467,280

 

455,560

 

 

 

 

 

 

 

Non-controlling interests

 

1,962

 

1,962

 

Total equity

 

469,242

 

457,522

 

Total liabilities and equity

 

$

619,016

 

$

561,264

 

 


(1)          On September 30, 2011 and December 31, 2010, we had $3,002 and $2,822 respectively, in straight-line rent receivable from a lessee that qualifies as a related party because the lessee’s Chief Executive Officer is on our Board of Directors.  See Note 9. Transactions with Related Party for further discussion.

(2)          At September 30, 2011 and December 31, 2010, we had a $6,500 face value investment in marketable securities issued by an entity that qualifies as a related party because the entity’s Chief Executive Officer is on our Board of Directors.  See Note 9. Transactions with Related Party for further discussion.

 

See accompanying notes.

 

3



Table of Contents

 

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental income (1)

 

$

19,620

 

$

16,227

 

$

57,139

 

$

47,355

 

Interest income from mortgage loans

 

1,582

 

1,868

 

4,851

 

5,683

 

Interest and other income (2)

 

227

 

264

 

872

 

838

 

Total revenues

 

21,429

 

18,359

 

62,862

 

53,876

 

Expenses:

 

 

 

 

 

 

 

 

 

Interest expense

 

1,794

 

852

 

4,441

 

1,672

 

Depreciation and amortization

 

4,974

 

4,010

 

14,374

 

11,618

 

(Recovery) provision for doubtful accounts

 

(1

)

60

 

(15

)

1,029

 

Acquisition costs

 

60

 

4

 

225

 

117

 

Operating and other expenses

 

2,149

 

1,896

 

6,800

 

5,615

 

Total expenses

 

8,976

 

6,822

 

25,825

 

20,051

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

12,453

 

11,537

 

37,037

 

33,825

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(30

)

25

 

(198

)

(63

)

Net (loss) income from discontinued operations

 

(30

)

25

 

(198

)

(63

)

Net income

 

12,423

 

11,562

 

36,839

 

33,762

 

 

 

 

 

 

 

 

 

 

 

Income allocated to non-controlling interests

 

(48

)

(48

)

(144

)

(144

)

Net income attributable to LTC Properties, Inc.

 

12,375

 

11,514

 

36,695

 

33,618

 

 

 

 

 

 

 

 

 

 

 

Income allocated to participating securities

 

(85

)

(54

)

(259

)

(155

)

Income allocated to preferred stockholders

 

(818

)

(5,889

)

(8,260

)

(13,459

)

Net income available to common stockholders

 

$

11,472

 

$

5,571

 

$

28,176

 

$

20,004

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.38

 

$

0.22

 

$

0.98

 

$

0.84

 

Discontinued operations

 

$

(0.00

)

$

0.00

 

$

(0.01

)

$

(0.00

)

Net income available to common stockholders

 

$

0.38

 

$

0.22

 

$

0.98

 

$

0.83

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.38

 

$

0.22

 

$

0.98

 

$

0.84

 

Discontinued operations

 

$

(0.00

)

$

0.00

 

$

(0.01

)

$

(0.00

)

Net income available to common stockholders

 

$

0.38

 

$

0.22

 

$

0.97

 

$

0.83

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings per common share

 

 

 

 

 

 

 

 

 

Basic

 

30,137

 

24,930

 

28,874

 

23,959

 

Diluted

 

30,156

 

24,945

 

28,902

 

24,055

 

 


(1)      During the three and nine months ended September 30, 2011, we received $1,068 and $3,196, respectively, in rental income and recorded $57 and $181, respectively, in straight-line rental income from a lessee that qualifies as a related party.  During the three and nine months ended September 30, 2010, we received $1,042 and $3,118, respectively, in rental income and recorded $83 and $259, respectively, in straight-line rental income from a lessee that qualifies as a related party.  The lessee’s Chief Executive Officer is on our Board of Directors.  See Note 9. Transactions with Related Party for further discussion.

(2)          During each of the three and nine months ended September 30, 2011 and 2010, we recognized $180 and $540, respectively, of interest income from an entity that qualifies as a related party because the entity’s Chief Executive Officer is on our Board of Directors.  See Note 9. Transactions with Related Party for further discussion.

 

NOTE: Computations of per share amounts from continuing operations, discontinued operations and net income are made independently.  Therefore, the sum of per share amounts from continuing operations and discontinued operations may not agree with the per share amounts from net income available to common stockholders.

 

See accompanying notes.

 

4



Table of Contents

 

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

36,839

 

$

33,762

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization — continuing and discontinued operations

 

14,482

 

11,947

 

Stock-based compensation expense

 

1,095

 

982

 

Straight-line rental income — continuing and discontinued operations (1)

 

(2,766

)

(2,815

)

(Recovery) provision for doubtful accounts — continuing and discontinued operations

 

(16

)

1,472

 

Non-cash interest related to earn-out liabilities

 

354

 

 

Other non-cash items, net

 

1,216

 

764

 

Increase in accrued interest payable

 

339

 

506

 

Decrease in interest receivable

 

223

 

219

 

Net change in other assets and liabilities

 

121

 

1,122

 

Net cash provided by operating activities

 

51,887

 

47,959

 

INVESTING ACTIVITIES:

 

 

 

 

 

Investment in real estate properties and capital improvements, net

 

(69,131

)

(42,227

)

Investment in real estate mortgages

 

 

(1,694

)

Principal payments received on mortgage loans receivable

 

4,986

 

2,989

 

Advances under notes receivable

 

 

(100

)

Principal payments received on notes receivable

 

544

 

1,413

 

Net cash used in investing activities

 

(63,601

)

(39,619

)

FINANCING ACTIVITIES:

 

 

 

 

 

Bank borrowings

 

138,000

 

37,500

 

Repayment of bank borrowings

 

(147,300

)

(51,000

)

Proceeds from issuance of senior unsecured notes

 

50,000

 

50,000

 

Principal payments on mortgage loan payable and bonds payable

 

(530

)

(8,180

)

Proceeds from common stock offering

 

103,631

 

67,308

 

Distributions paid to non-controlling interests

 

(144

)

(163

)

Redemption of preferred stock

 

(88,413

)

(59,065

)

Distributions paid to stockholders

 

(43,011

)

(40,546

)

Other

 

(2,208

)

(557

)

Net cash provided by (used in) financing activities

 

10,025

 

(4,703

)

(Decrease) increase in cash and cash equivalents

 

(1,689

)

3,637

 

Cash and cash equivalents, beginning of period

 

6,903

 

8,856

 

Cash and cash equivalents, end of period

 

$

5,214

 

$

12,493

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Interest paid

 

$

3,528

 

$

856

 

Non-cash investing and financing transactions:

 

 

 

 

 

Conversion of preferred stock to common stock

 

 

822

 

Conversion of mortgage loan to owned property

 

 

2,900

 

 


(1)          During the nine months ended September 30, 2011 and 2010, we recorded $181 and $259, respectively, in straight-line rental income from a lessee that qualifies as a related party.  The lessee’s Chief Executive Officer is on our Board of Directors.  See Note 9. Transactions with Related Party for further discussion.

 

See accompanying notes.

 

5



Table of Contents

 

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.                                      General

 

LTC Properties, Inc., a Maryland corporation, is a real estate investment trust (or REIT) that invests primarily in senior housing and long term care properties through mortgage loans, property lease transactions and other investments.  Our primary senior housing and long term care property types include skilled nursing properties (or SNF), assisted living properties (or ALF), independent living properties (or ILF) and combinations thereof.

 

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 results of operations for the three and nine months ended September 30, 2011 and 2010 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 results of operations for the three and nine months ended September 30, 2011 and 2010 are not necessarily indicative of the results for a full year.

 

The accompanying consolidated financial statements include the accounts of our company, its wholly-owned subsidiaries and a controlled partnership.  All significant intercompany accounts and transactions have been eliminated in consolidation.  Control over the partnership is based on the provisions of the partnership agreement that provide us with a controlling financial interest in the partnership.

 

Under the terms of the partnership agreement, our company, as general partner, is responsible for the management of the partnership’s assets, business and affairs.  Certain of our rights and duties in management of the partnership include making all operating decisions, setting the capital budget, executing all contracts, making all employment decisions, and handling the purchase and disposition of assets.  We, as the general partner, are responsible for the ongoing, major, and central operations of the partnership and make all management decisions.  In addition, we, as the general partner, assume the risk for all operating losses, capital losses, and are entitled to substantially all capital gains (i.e. asset appreciation).  The limited partners have virtually no rights and are precluded from taking part in the operation, management or control of the partnership.  The limited partners are also precluded from transferring their partnership interests without the express permission of the general partner.  However, we can transfer our interest without consultation or permission of the limited partners.

 

Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including changes as a result of the application of accounting guidance for properties disposed or classified as held-for-sale.

 

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.

 

6



Table of Contents

 

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

2.                                      Real Estate Investments

 

Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at September 30, 2011 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Percentage

 

 

 

Number

 

Number of

 

Investment

 

 

 

Gross

 

of

 

Number

 

of

 

SNF

 

ALF

 

per

 

Type of Property

 

Investments

 

Investments

 

of Loans

 

Properties (1)

 

Beds 

 

Units

 

Bed/Unit

 

Skilled Nursing

 

$

28,955

 

52.7

%

21

 

23

 

2,566

 

 

$

11.28

 

Assisted Living

 

22,884

 

41.6

%

9

 

14

 

 

424

 

53.97

 

Other Senior Housing (2)

 

3,148

 

5.7

%

1

 

1

 

99

 

74

 

18.20

 

Totals

 

$

54,987

 

100.0

%

31

 

38

 

2,665

 

498

 

 

 

 


(1)          We have investments in 12 states that include mortgages to 14 different operators.

(2)          Other senior housing consists of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.

 

At September 30, 2011, the mortgage loans had interest rates ranging from 10.0% to 14.6% and maturities ranging from 2012 to 2019.  In addition, some loans contain certain guarantees, provide for certain facility fees and generally have 20-year to 25-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.

 

During the nine months ended September 30, 2011, we received $2,429,000 in regularly scheduled principal payments and we received $2,557,000 plus accrued interest related to the payoff of three mortgage loans secured by one assisted living property and five skilled nursing properties.

 

During the nine months ended September 30, 2010, we invested $1,622,000, before closing fees, in a mortgage loan secured by a skilled nursing property located in Missouri to finance an expansion of the property and extend the loan maturity for an additional five years to January 2018.  Additionally, during the nine months ended September 30, 2010, we invested $72,000 under one mortgage loan for capital improvements and we received $2,989,000 in regularly scheduled principal payments.  During the nine months ended September 30, 2010, we recorded an $852,000 provision for doubtful accounts related to a mortgage loan secured by a school property located in Minnesota. On April 20, 2010, the borrower of the school property ceased operations.  Subsequently, the borrower filing for Chapter 7 bankruptcy and we acquired the school property via deed-in-lieu of foreclosure.  During the nine months ended September 30, 2011, we leased this property to a third party school operator under a 15-month lease for $19,100 per month.  Therefore, we reclassified this property from held-for-sale to held-for-use.

 

7



Table of Contents

 

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

Owned Properties. The following table summarizes our investments in owned properties at September 30, 2011 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Number

 

Number of

 

Investment

 

 

 

Gross

 

Percentage of

 

of

 

SNF

 

ALF

 

ILF

 

per

 

Type of Property

 

Investments

 

Investments

 

Properties (1)

 

Beds

 

Units

 

Units

 

Bed/Unit

 

Skilled Nursing

 

$

328,316

 

47.6

%

66

 

7,669

 

 

 

$

42.81

 

Assisted Living

 

285,796

 

41.4

%

88

 

 

3,941

 

 

72.52

 

Other Senior Housing (2)

 

64,154

 

9.2

%

13

 

814

 

256

 

423

 

42.97

 

School

 

12,192

 

1.8

%

2

 

 

 

 

 

Totals

 

$

690,458

 

100.0

%

169

 

8,483

 

4,197

 

423

 

 

 

 


(1)          We have investments in 25 states leased to 30 different operators.

(2)          Other senior housing consists of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.

 

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 and one contains a limited period option that permits the operator to purchase the property.  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 September 30, 2011, we purchased a 140-bed skilled nursing property located in Texas for an aggregate purchase price of $10,000,000.  Simultaneous with the purchase, we added the property to an existing master lease with a third party operator at an incremental GAAP yield of 10.5%. During the nine months ended September 30, 2011, we acquired the previously disclosed 140-bed skilled nursing property located in Texas, two senior housing properties located in South Carolina with 118 skilled nursing beds, 40 assisted living units and 53 independent living units for $11,450,000, and four skilled nursing properties with 524-beds in Texas for $50,841,000 which consists of $41,000,000 in cash at closing with the remainder in the form of contingent earn-out payments.  The contingent earn-out payment arrangements require us to pay two earn-out payments totalling up to $11,000,000 upon the properties achieving a sustainable stipulated rent coverage ratio. During the three months ended September 30, 2011, we paid $4,000,000 related to the first contingent earn-out payment. We estimated the fair value of the contingent earn-out payments using a discounted cash flow analysis.  This fair value measurement is based on significant input not observable in the market and thus represents a Level 3 measurement.

 

8



Table of Contents

 

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

Subsequent to September 30, 2011, we acquired a 196-bed skilled nursing property in Texas for a purchase price of $15,500,000.  Additionally, we purchased a vacant parcel of land in Texas for a purchase price of $844,000 and entered into a commitment, in an amount not to exceed $8,250,000, to fund the construction of a skilled nursing property with 120 beds. This new property will replace a 90-bed skilled nursing property in our existing portfolio.  Upon completion of the construction, we intend to sell the existing 90-bed skilled nursing property and the lessee intends to relocate the residents to the newly constructed property. These properties are leased to an operator within our existing portfolio pursuant to a 10-year master lease agreement at a GAAP yield of 11.0%.  The master lease contains annual escalations of 2.5% and has two 5-year renewal options.

 

Also subsequent to September 30, 2011, we purchased a 156-bed skilled nursing property located in California for $17,500,000 and entered into a 12-year lease with an unrelated third party. The lease has a GAAP yield of 10.3%, contains annual escalations of 2.0% and has two 10-year renewal options.

 

At the time of acquisition, we preliminarily estimated the allocation of the assets acquired based upon historical valuations of similar acquisitions and the facts and circumstances available at the time. We will determine the final value of the identifiable assets as soon as information is available, but not more than 12 months from the date of acquisition. We are in the process of completing the final allocation of assets for our 2011 acquisition of four skilled nursing properties with 524 beds in Texas described above.

 

Also during the nine months ended September 30, 2011, we invested $2,421,000 at an average yield of 9.9%, under agreements to expand and renovate nine existing properties operated by five different operators.  We also invested $35,000 in capital improvements to two existing property under two lease agreements whose rental rates already reflected this investment.

 

During the nine months ended September 30, 2011, we classified a 140-unit independent living property located in Texas that we acquired via foreclosure from Sunwest in 2008 as held-for-sale. We are actively marketing to sell this property. This reclassification was made in accordance with accounting guidance which requires that the financial results of properties meeting certain criteria be reported on a separate line item called “discontinued operations.”

 

During the nine months ended September 30, 2010, we acquired four properties comprised of 513 skilled nursing beds, 47 assisted living units, and 46 independent living units, for $38,850,000.  Also during the nine months ended September 30, 2010, we invested $2,140,000 at an average yield of 9.7%, under agreements to expand and renovate 11 existing properties operated by seven different operators.  We also invested $1,120,000 in capital improvements to existing properties under various lease agreements whose rental rates already reflected this investment.

 

Any reference to the number of properties, number of schools, number of units, number of beds, 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.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

3.                                      Notes Receivable

 

During the nine months ended September 30, 2011, we received $544,000 in principal payments under various loans and line of credit agreements with certain operators.  During the nine months ended September 30, 2010, we received $1,413,000 and funded $100,000 in principal payments under various loans and line of credit agreements with certain operators. At September 30, 2011 and December 31, 2010, we had five such loans outstanding with a carrying value of $768,000 and $1,283,000, respectively, at a weighted average interest rate of 11.1% and 11.9%, respectively.

 

4.                                      Marketable Securities

 

At September 30, 2011 and December 31, 2010, we had an investment in $6,500,000 face value of Skilled Healthcare Group, Inc. (or SHG) Senior Subordinated Notes with a face rate of 11.0% and an effective yield of 11.1%.  Interest on the notes is payable semi-annually in arrears and the notes mature on January 15, 2014.  One of our board members is the chief executive officer of SHG. See Note 9. Transactions with Related Party for further discussion.

 

5.                                      Debt Obligations

 

Bank Borrowings. During the nine months ended September 30, 2011, we entered into a new $210,000,000 Unsecured Credit Agreement which provides for the opportunity to increase the credit amount up to a total of $250,000,000. The new Unsecured Credit Agreement provides a revolving line of credit with no scheduled maturities other than the maturity date of April 18, 2015, and allows us to borrow at the same interest rates applicable to borrowings under our prior agreement, 150 basis points over LIBOR based on current leverage ratios.  Financial covenants contained in the new Unsecured Credit Agreement, which are measured quarterly, require us to maintain, among other things:

 

(i)                   a ratio of total indebtedness to total asset value not greater than 0.5 to 1.0;

(ii)                a ratio of secured debt to total asset value not greater than 0.35 to 1.0;

(iii)             a ratio of unsecured debt to the value of the unencumbered asset pool not greater than 0.6 to 1.0; and

(iv)            a ratio of EBITDA, as calculated in the new Unsecured Credit Agreement, to fixed charges not less than 1.50 to 1.0.

 

During the nine months ended September 30, 2011, we borrowed $138,000,000 and repaid $147,300,000 under our old and new Unsecured Credit Agreement.  At September 30, 2011, we had $28,400,000 outstanding under our new Unsecured Credit Agreement with $181,600,000 available for borrowing and we were in compliance with all our covenants.  Subsequent to September 30, 2011, we borrowed $29,600,000 under our new Unsecured Credit Agreement. Accordingly, we had $58,000,000 outstanding under our new Unsecured Credit Agreement with $152,000,000 available for borrowing.

 

Senior Unsecured Notes.  During the three months ended September 30, 2011, we sold to affiliates and managed accounts of Prudential Investment Management, Inc. (individually and collectively “Prudential”) $50,000,000 aggregate principal amount of 4.80% senior unsecured term notes fully amortizing to maturity on July 20, 2021. The proceeds were used to pay down amounts outstanding under our Unsecured Credit Agreement. Subsequent to September 30, 2011, we entered into an Amended and Restated Note Purchase and Private Shelf agreement with Prudential which provides for the possible issuance of up to an additional $100,000,000 of senior unsecured fixed-rate term notes during a three-year issuance period. Financial covenants contained in the Amended and Restated Note Purchase and Private Shelf agreement are substantially the same as the financial covenants contained in our Unsecured Credit Agreement. During 2010, we sold to Prudential $25,000,000 aggregate principal amount of 5.26% senior unsecured term notes due July 14, 2015 and $25,000,000 aggregate principal amount of 5.74% senior unsecured term notes fully amortizing to maturity on January 14, 2019.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

Mortgage Loans Payable.  At September 30, 2011 and December 31, 2010, we had no mortgage loans payable outstanding.  During the nine months ended September 30, 2010, we paid $7,685,000 in principal payments.

 

Bonds Payable.  At September 30, 2011 and December 31, 2010, we had outstanding principal of $3,200,000 and $3,730,000 respectively, on multifamily tax-exempt revenue bonds that are secured by five assisted living properties in Washington.  These bonds bear interest at a variable rate that is reset weekly and mature during 2015.  For the nine months ended September 30, 2011, the weighted average interest rate, including letter of credit fees, on the outstanding bonds was 2.1%.  During the nine months ended September 30, 2011 and 2010, we paid $530,000 and $495,000, respectively, in regularly scheduled principal payments.  As of September 30, 2011 and December 31, 2010, the aggregate carrying value of real estate properties securing our bonds payable was $6,981,000 and $7,179,000, respectively.

 

6.                                      Equity

 

Equity is allocated between controlling and non-controlling interests as follows (in thousands):

 

 

 

LTC
Properties, Inc.
Stockholders’
Equity

 

Non-controlling
Interest

 

Total
Equity

 

Balance at December 31, 2010

 

$

455,560

 

$

1,962

 

$

457,522

 

Net income

 

36,695

 

144

 

36,839

 

Redemption of preferred stock

 

(88,413

)

 

(88,413

)

Common stock offering

 

103,631

 

 

103,631

 

Vested stock options and restricted stock

 

1,095

 

 

1,095

 

Reclassification adjustment

 

(45

)

 

(45

)

Non-controlling interest preferred return

 

 

(144

)

(144

)

Preferred stock dividends

 

(4,694

)

 

(4,694

)

Common stock dividends

 

(36,549

)

 

(36,549

)

Balance at September 30, 2011

 

$

467,280

 

$

1,962

 

$

469,242

 

 

Preferred Stock.  At September 30, 2011, we had 2,000,000 shares of our 8.5% Series C Cumulative Convertible Preferred Stock (or Series C preferred stock) outstanding.  Our Series C preferred stock is convertible into 2,000,000 shares of our common stock at $19.25 per share.  Total shares reserved for issuance of common stock related to the conversion of Series C preferred stock were 2,000,000 shares at September 30, 2011.

 

During the nine months ended September 30, 2010, holders of 32,895 shares of the 8.5% Series E Cumulative Convertible Preferred Stock (or Series E preferred stock) elected to convert such shares into 65,790 shares of our common stock at the Series E preferred stock conversion rate of $12.50 per share.  The Series E preferred stock had a liquidation value of $25.00 per share.  Also, during the nine months ended September 30, 2010, we redeemed the remaining 4,921 shares of our outstanding Series E preferred stock at a redemption price of $25.4191 per share, including accrued and unpaid dividends up to and including the redemption date.  Accordingly, we recognized the $6,000 of original issue costs related to the Series E preferred stock as a preferred stock redemption charge in the consolidated income statement line item income allocated to preferred stockholders.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

During the nine months ended September 30, 2011, we redeemed 3,536,530 shares of our 8.0% Series F Cumulative Preferred Stock (or Series F preferred stock), representing all of our outstanding shares.  The Series F preferred stock had a liquidation value of $25.00 per share. The redemption price was $25.1333 per share, including accrued and unpaid dividends up to the redemption date.  Accordingly, we recognized the $3,566,000 of original issue costs related to the Series F preferred stock as a preferred stock redemption charge in the consolidated income statement line item income allocated to preferred stockholders.  At September 30, 2011, we had no shares of our Series F preferred stock outstanding.

 

During the nine months ended September 30, 2010, we redeemed 2,357,686 shares of our Series F preferred stock, representing 40% of our then outstanding shares, at a redemption price of $25.3889 per share, including accrued and unpaid dividends up to the redemption date.  Accordingly, we recognized the $2,377,000 of original issue costs related to the Series F preferred stock as a preferred stock redemption charge which is included in the income statement line item income allocated to preferred stockholders.

 

Common Stock.  During the nine months ended September 30, 2011, we sold 3,990,000 shares of common stock at a price of $27.25 per share, before fees and costs of $5,096,000, in an underwritten public offering.  The net proceeds of $103,631,000 were used to redeem all of our Series F preferred stock outstanding, as previously discussed, and the remaining net proceeds were used to partially repay amounts outstanding under our Unsecured Credit Agreement.

 

During the nine months ended September 30, 2010, we sold 1,970,000 shares of common stock at a price of $24.70 per share, before fees and costs of $670,000, in a registered direct placement to certain institutional investors.  The net proceeds of $47,989,000 were used as part of the redemption cost of all of our Series E preferred stock and 2,357,686 shares of our Series F preferred stock outstanding, as previously discussed.

 

No common stock options were exercised during the nine months ended September 30, 2011. During the nine months ended September 30, 2010, a total of 6,666 common stock options were exercised at a total option value of $159,000 and a total market value on the date of exercise of $182,000.

 

We have an equity distribution agreement which allows us to issue and sell, from time to time, up to $85,686,000 in aggregate offering price of our common shares.  Sales of common shares are made by means of ordinary brokers’ transactions at market prices, in block transactions, or as otherwise agreed between us and our sales agents.  During the nine months ended September 30, 2011, we did not sell shares of our common stock under our equity distribution agreement. During the nine months ended September 30, 2010, we sold 756,400 shares of common stock at a weighted average price, including fees, of $25.54 per share, resulting in net proceeds of $19,319,000 after $479,000 of fees and costs. At September 30, 2011, we had $64,573,000 available under this amended equity distribution agreement.

 

During 2010, we filed a Form S-3 “shelf” registration statement which became effective June 16, 2010 to replace our prior shelf registration statement.  Our current shelf registration statement provides us with the capacity to offer up to $400,000,000 in common stock, preferred stock, warrants, debt, depositary shares, or units.  We may from time to time raise capital under our current shelf registration 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. At September 30, 2011 we had availability of $167,614,000 under our effective shelf registration.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

Non-controlling Interests. We have one limited partnership. The limited partnership agreement allows the limited partners to convert, on a one-for-one basis, their limited partnership units into shares of common stock or the cash equivalent, at our option. We have reserved 112,588 shares of our common stock under this partnership agreement. If we issue shares of our common stock upon limited partners’ election to exercise their conversion rights, the carrying amount of the partnership would be reclassified to stockholders’ equity. Since we exercise control, we consolidate the limited partnership and we carry the non-controlling interests at cost. At September 30, 2011, the carrying value and market value of the partnership conversion rights was $1,962,000 and $2,899,000, respectively.

 

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

 

 

 

Nine months ended September 30, 2011

 

Nine months ended September 30, 2010

 

 

 

Declared

 

Paid

 

Declared

 

Paid

 

Preferred Stock

 

 

 

 

 

 

 

 

 

Series C

 

$

2,454

 

$

2,454

 

$

2,454

 

$

2,454

 

Series E (1)

 

 

 

42

 

62

 

Series F (2)

 

2,240

(3)

4,008

 

8,580

 

9,759

 

 

 

4,694

 

6,462

 

11,076

 

12,275

 

 

 

 

 

 

 

 

 

 

 

Common Stock (4)

 

36,549

 

36,549

 

28,271

 

28,271

 

 

 

 

 

 

 

 

 

 

 

Total (5)

 

$

41,243

 

$

43,011

 

$

39,347

 

$

40,546

 

 


(1)          During 2010, we redeemed all of our Series E preferred Stock.

(2)          During 2010, we redeemed 40% of our Series F preferred Stock.  During 2011, we redeemed all of our remaining Series F preferred Stock.

(3)          Includes the accrued and unpaid dividends on the Series F preferred stock up to the redemption date.

(4)          Represents $0.14 per share per month and $0.13 per share per month for the nine months ended September 30, 2011 and 2010, respectively.

(5)          The difference between declared and paid is the change in distributions payable on the balance at September 30 and December 31.

 

On October 3, 2011, we declared a monthly cash dividend of $0.14 per common share per month for the months of October, November and December, 2011, payable on October 31, November 30 and December 30, 2011, respectively, to stockholders of record on October 21, November 22 and December 22, 2011, respectively.

 

Other Equity. At September 30, 2011 and December 31, 2010, other equity consisted of accumulated comprehensive income of $219,000 and $264,000, respectively. This balance represents the net unrealized holding gains on available-for-sale REMIC Certificates recorded in 2005 when we repurchased the loans in the underlying loan pool. This amount is being amortized to increase interest income over the remaining life of the loans that we repurchased from the REMIC Pool. The following table represents our consolidated comprehensive income (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

Net income

 

$

12,423

 

$

11,562

 

$

36,839

 

$

33,762

 

Reclassification adjustment

 

(15

)

(28

)

(45

)

(84

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

12,408

 

$

11,534

 

$

36,794

 

$

33,678

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

Stock-Based Compensation.  No stock options were issued during the nine months ended September 30, 2011 and 2010. At September 30, 2011, the total number of stock options that are scheduled to vest through December 31, 2012 is 5,000.  We have no stock options outstanding that are scheduled to vest during the remainder of 2011 or beyond 2012.  Compensation expense related to the vesting of stock options for the three and nine months ended September 30, 2011 was $5,000 and $13,000, respectively.  Compensation expense related to the vesting of stock options for the three and nine months ended September 30, 2010 was $4,000 and $71,000, respectively. The remaining compensation expense to be recognized related to the future service period of unvested outstanding stock options for 2011 and 2012 is $4,000 and $10,000, respectively.

 

During the nine months ended September 30, 2011, we granted 6,000 shares of restricted common stock at $28.70 per share.  These shares vest ratably over a three-year period from the grant date.  During the nine months ended September 30, 2010, we granted 11,030 shares of restricted common stock at $26.53 per share, 4,000 shares of restricted common stock at $25.95 per share and 1,000 shares of restricted common stock at $25.04 per share.  These shares vest ratably over a three-year period from the grant date.  Also, during the nine months ended September 30, 2010, we granted 99,661 shares of restricted common stock at $26.53 per share. These shares vest ratably over a five-year period with the first date of vesting beginning in December 31, 2010.  During the three and nine months ended September 30, 2011, we recognized $369,000 and $1,082,000, respectively, of compensation expense related to the vesting of restricted common stock.  During the three and nine months ended September 30, 2010, we recognized $257,000 and $911,000, respectively, of compensation expense related to the vesting of restricted common stock.

 

7.                                      Commitments and Contingencies

 

During the nine months ended September 30, 2011, we purchased four skilled nursing properties with 524-beds in Texas as described in Note 2. Real Estate Investments. As part of the purchase agreement, we paid cash at closing and committed to provide contingent earn-out payments if certain operational thresholds are met.  The contingent earn-out payment arrangements require us to pay two earn-out payments totalling up to $11,000,000 upon the properties achieving a sustainable stipulated rent coverage ratio. We estimated the fair value of the contingent earn-out payments using a discounted cash flow analysis.  This fair value measurement is based on significant input not observable in the market and thus represents a Level 3 measurement.  The contingent earn-out payments were recorded at the date of acquisition in the amount of $9,841,000 and were included on the consolidated balance sheet line item “earn-out liabilities.” During the three and nine months ended September 30, 2011, we recorded non-cash interest expense of $177,000 and $354,000, respectively, related to the earn-out liabilities which represents the accretion of the difference between the current fair value and estimated payment of the contingent earn-out liabilities. During the three months ended September 30, 2011, we paid $4,000,000 related to the first contingent earn-out payment. At September 30, 2011, the remaining contingent earn-out payments had a fair value of $6,195,000.

 

We committed to provide a lessee of a senior living property with a combination of assisted living units and skilled nursing beds a line of credit agreement up to $50,000 at an interest rate of 10.0%.  This commitment matures on March 31, 2012.  As of September 30, 2011 we invested $20,000 under this agreement.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

At September 30, 2011, we committed to provide the following capital improvement commitments (dollar amounts in thousands):

 

Commitment

 

Expiration
Date

 

Used
Commitment

 

Open
Commitment

 

Estimated
Yield

 

Property
Type 
(1)

 

Properties

 

Major Operator

 

100

 

8/1/12

 

 

100

 

 

(3)

SNF

 

1

 

N/A

 

700

 

8/31/12

 

195

 

505

 

9.00

%(2)

Other

 

2

 

N/A

 

5,000

(4)

12/31/14

 

 

5,000

 

 

(3)

ALF

 

37

 

ALC

 

$

5,800

(5)

 

 

$

195

 

$

5,605

 

 

(5)

 

 

 

 

 

 

 


(1)          Other senior housing consists of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.

(2)          Minimum rent will increase on the 1st of each month by the amount advanced in the previous month multiplied by the estimated yield.

(3)          The yield is included in the initial lease rate.

(4)          $5,000 per year for the life of the lease.

(5)          Subsequent to September 30, 2011, we committed to fund $8,250 for the construction of a skilled nursing property. This commitment expires on 10/11/13 and has an estimated yield of 9.00%.  Minimum rent will increase upon final funding and project completion as defined in the lease agreement. We funded $50,000 of this commitment.

 

8.                                      Major Operators

 

We have three operators, based on properties subject to lease agreements and secured by mortgage loans that represent between approximately 10% and 20% of our total assets and three operators from each of which we derive over 10% of our rental revenue and interest income from mortgage loans.

 

In 2006, Extendicare Services, Inc. (or EHSI), one of our major operators, effected a reorganization whereby it completed a spin-off of Assisted Living Concepts, Inc. (or ALC).  ALC is now a NYSE traded public company operating assisted living centers. The remaining EHSI assets and operations were converted into a Canadian REIT (Extendicare REIT) listed on the Toronto Stock Exchange (or TSX).  Both Extendicare REIT and ALC continue to be parties to the leases with us.

 

Brookdale Senior Living Communities, Inc. (or Brookdale Communities) is a wholly owned subsidiary of a publicly traded company, Brookdale Senior Living, Inc. (or Brookdale).

 

The following table summarizes Extendicare REIT’s, ALC’s and Brookdale’s financial information as of and for the six months ended June 30, 2011 per the operators’ public filings (in thousands, unaudited).  Our other operator is privately owned and thus no public financial information is available.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

 

 

Extendicare REIT(1)

 

ALC

 

Brookdale

 

 

 

 

 

 

 

 

 

Current assets

 

$

553,550

 

$

21,336

 

$

253,819

 

Non-current assets

 

1,416,574

 

446,639

 

4,151,945

 

Current liabilities

 

881,071

 

34,579

 

575,362

 

Non-current liabilities

 

993,005

 

134,921

 

2,761,773

 

Stockholders’ equity

 

96,048

 

298,475

 

1,068,629

 

 

 

 

 

 

 

 

 

Gross revenue

 

1,039,559

 

117,036

 

1,170,219

 

Operating expenses

 

914,600

 

96,477

 

1,129,356

 

Income (loss) from continuing operations

 

21,884

 

11,287

 

(46,264

)

Net income (loss)

 

21,884

 

11,287

 

(46,264

)

 

 

 

 

 

 

 

 

Cash provided by operations

 

113,159

 

26,228

 

157,352

 

Cash used in investing activities

 

(28,524

)

(3,866

)

(66,737

)

Cash provided by (used in) financing activities

 

23,745

 

(32,893

)

(132,316

)

 


(1)    The numbers shown for Extendicare REIT are in Canadian dollars and are prepared in accordance with Canadian GAAP.

 

 * The financial information contained in the foregoing table for Extendicare REIT, ALC and Brookdale is based on information we obtained from such companies’ available public filings and, therefore, we have not independently verified the accuracy of such information.

 

Extendicare REIT and ALC collectively lease 37 assisted living properties with a total of 1,427 units owned by us representing approximately 9.0%, or $56,033,000, of our total assets at September 30, 2011 and 13.3% of rental revenue and interest income from mortgage loans recognized as of September 30, 2011.

 

Brookdale Communities leases 35 assisted living properties with a total of 1,416 units owned by us representing approximately 9.0%, or $55,965,000, of our total assets at September 30, 2011 and 12.7% of rental revenue and interest income from mortgage loans recognized as of September 30, 2011.

 

Preferred Care, Inc. (or Preferred Care), through various wholly owned subsidiaries, operates 30 skilled nursing properties and two other senior housing properties that we own or on which we hold mortgages secured by first trust deeds.  These properties consist of a total of 3,861 skilled nursing beds and 49 assisted living units. This represents approximately 9.3%, or $57,769,000, of our total assets at September 30, 2011 and 13.0% of rental revenue and interest income from mortgage loans recognized as of September 30, 2011. They also operate one skilled nursing property under a sub-lease with another lessee we have which is not included in the Preferred Care rental revenue and interest income from mortgage loans.

 

Our financial position and ability to make distributions may be adversely affected by financial difficulties experienced by Brookdale Communities, Extendicare REIT, ALC, Preferred Care, or any of our lessees and borrowers, 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 or our borrowers when it expires.

 

9.                                      Transactions with Related Party

 

We have entered into transactions with Skilled Healthcare Group, Inc. (or SHG).  One of our directors, Boyd W. Hendrickson, serves as Chief Executive Officer of SHG.

 

In December 2005, we purchased, on the open market, $10,000,000 face value of SHG Senior Subordinated Notes with a face rate of 11.0% and an effective yield of 11.1%.  One of our directors, Boyd W. Hendrickson, serves as Chief Executive Officer of SHG. Our Board of Directors, with Mr. Hendrickson abstaining, ratified the purchase of SHG Senior Subordinated Notes.  As a result of an early redemption by SHG in 2007, we have a remaining investment in $6,500,000 face value of SHG Senior Subordinated Notes at September 30, 2011 and December 31, 2010.  During each of the three and nine months ended September 30, 2011 and 2010, we recognized $180,000 and $540,000, respectively, of interest income related to the SHG Senior Subordinated Notes. Interest on the notes is payable semi-annually in arrears and the notes mature on January 15, 2014.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

In addition, during September 2007 SHG purchased the assets of Laurel Healthcare (or Laurel).  We were not a direct party to this transaction.  One of the assets SHG purchased was Laurel’s leasehold interests in the skilled nursing properties in New Mexico Laurel leased from us under a 15-year master lease agreement dated in February 2006.  Our Board of Directors, with Mr. Hendrickson abstaining, ratified our consent to the assignment of Laurel’s master lease to subsidiaries of SHG.  The economic terms of the master lease agreement did not change as a result of our assignment of the master lease to subsidiaries of SHG.  During the three and nine months ended September 30, 2011, we received $1,068,000 and $3,196,000, respectively, in rental income and recorded $57,000 and $181,000, respectively, in straight-line rental income from subsidiaries of SHG.  During the three and nine months ended September 30, 2010, we received $1,042,000 and $3,118,000, respectively, in rental income and recorded $83,000 and $259,000, respectively, in straight-line rental income from subsidiaries of SHG.  At September 30, 2011 and December 31, 2010, the straight-line rent receivable from subsidiaries of SHG was $3,002,000 and $2,822,000, respectively.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

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
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

12,453

 

$

11,537

 

$

37,037

 

$

33,825

 

 

 

 

 

 

 

 

 

 

 

Less net income allocated to non-controlling interests

 

(48

)

(48

)

(144

)

(144

)

 

 

 

 

 

 

 

 

 

 

Less net income allocated to participating securities:

 

 

 

 

 

 

 

 

 

Nonforfeitable dividends on participating securities

 

(85

)

(54

)

(259

)

(155

)

Total net income allocated to participating securities

 

(85

)

(54

)

(259

)

(155

)

 

 

 

 

 

 

 

 

 

 

Less net income allocated to preferred stockholders:

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(818

)

(3,506

)

(4,694

)

(11,076

)

Preferred stock redemption charge

 

 

(2,383

)

(3,566

)

(2,383

)

Total net income allocated to preferred stockholders

 

(818

)

(5,889

)

(8,260

)

(13,459

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations available to common stockholders

 

11,502

 

5,546

 

28,374

 

20,067

 

 

 

 

 

 

 

 

 

 

 

Net loss from discontinued operations:

 

 

 

 

 

 

 

 

 

Discontinued operations

 

(30

)

25

 

(198

)

(63

)

Total net loss from discontinued operations

 

(30

)

25

 

(198

)

(63

)

Total net income available to common stockholders

 

11,472

 

5,571

 

28,176

 

20,004

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Convertible preferred securities

 

 

 

 

40

 

Net income for diluted net income per share

 

$

11,472

 

$

5,571

 

$

28,176

 

$

20,044

 

 

 

 

 

 

 

 

 

 

 

Shares for basic net income per share

 

30,137

 

24,930

 

28,874

 

23,959

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Stock options

 

19

 

15

 

28

 

21

 

Convertible preferred securities

 

 

 

 

75

 

Shares for diluted net income per share

 

30,156

 

24,945

 

28,902

 

24,055

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.38

 

$

0.22

 

$

0.98

 

$

0.83

 

Diluted net income per share (1)

 

$

0.38

 

$

0.22

 

$

0.97

 

$

0.83

 

 


(1)          For the three and nine months ended September 30, 2011 and the three months ended September 30, 2010, the Series C Cumulative Convertible Preferred Stock, the participating securities and the non-controlling interest have been excluded from the computation of diluted net income per share as such inclusion would be anti-dilutive.

 

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 on items for which the fair value option has been elected reported in earnings.  We did not adopt the elective fair market value option for our financial assets and financial liabilities.

 

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LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

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 September 30, 2011 and December 31, 2010 assuming election of fair value for our financial assets and financial liabilities were as follows (in thousands):

 

 

 

At September 30, 2011

 

At December 31, 2010

 

 

 

Carrying
Value

 

Fair
Value

 

Carrying
Value

 

Fair
Value

 

Mortgage loans receivable

 

$

54,056

 

$

61,398

(1)

$

59,026

 

$

67,697

(1)

Marketable debt securities

 

6,483

 

6,208

(2)

6,478

 

6,695

(2)

Bonds payable

 

3,200

 

3,200

(3)

3,730

 

3,730

(3)

Bank borrowings

 

28,400

 

28,400

(3)

37,700

 

37,700

(3)

Senior Unsecured Notes

 

100,000

 

101,295

(4)

50,000

 

49,943

(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 September 30, 2011 and December 31, 2010 was 7.5%.

(2)          Our investment in marketable debt securities is classified as Level 2.  The fair value is measured using quoted market rates based on most recent transactions from an independent third party source.  The pricing of our marketable debt securities as of September 30, 2011 and December 31, 2010 was 95.50% and 103.00%, respectively.  See Note 4. Marketable Securities for further discussion.

(3)          Our bonds payable and bank borrowings are at a variable interest rate.  The estimated fair value of our bonds payable and bank borrowings approximated their carrying values at September 30, 2011 and December 31, 2010 based upon prevailing market interest rates for similar debt arrangements.

(4)          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 September 30, 2011 and December 31, 2010, the discount rate used to value our future cash outflow of our senior unsecured notes was 4.8% and 5.5%, respectively.

 

12.                               Subsequent Events

 

Subsequent to September 30, 2011 the following events occurred.

 

We acquired a 196-bed skilled nursing property in Texas for a purchase price of $15,500,000.  Additionally, we purchased a vacant parcel of land in Texas for a purchase price of $844,000 and entered into a commitment, in an amount not to exceed $8,250,000, to fund the construction of a skilled nursing property with 120 beds. The commitment includes interest compounded at 9% on each advance made from the disbursement date until the final distribution of the commitment or the expiration date. Minimum rent will increase upon the earlier of final funding, project completion or the improvement deadline of October 11, 2013. We funded $50,000 of this commitment.  This new property will replace a 90-bed skilled nursing property in our existing portfolio.  Upon completion of the construction, we intend to sell the existing 90-bed skilled nursing property and the lessee intends to relocate the residents to the newly constructed property.  These properties are leased to an operator within our existing portfolio pursuant to a 10-year master lease agreement at a GAAP yield of 11.0%.  The master lease contains annual escalations of 2.5% and has two 5-year renewal options.

 

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Table of Contents

 

LTC PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

(Unaudited)

 

We purchased a 156-bed skilled nursing property located in California for $17,500,000 and entered into a 12-year lease with an unrelated third party operator. The lease has a GAAP yield of 10.3%, contains annual escalations of 2.0% and has two 10-year renewal options.

 

We borrowed $29,600,000 under our Unsecured Credit Agreement. Accordingly, we had $58,000,000 outstanding under our Unsecured Credit Agreement with $152,000,000 available for borrowing.

 

We entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. which provides for the possible issuance of up to an additional $100,000,000 of senior unsecured fixed-rate term notes during a three-year issuance period.

 

We declared a monthly cash dividend of $0.14 per common share per month for the months of October, November and December, 2011, payable on October 31, November 30 and December 30, 2011, respectively, to stockholders of record on October 21, November 22 and December 22, 2011, respectively.

 

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Table of Contents

 

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 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, 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, (including as a result of the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010), 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, 2010 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

 

We are a self-administered health care real estate investment trust (or REIT) that invests primarily in senior housing and long term healthcare properties through mortgage loans, property lease transactions and other investments.  Our primary senior housing and long term healthcare property types include skilled nursing properties (or SNF), assisted living properties (or ALF), independent living properties (or ILF) and combinations thereof.  In the third quarter of 2011, senior housing and long term healthcare properties comprised approximately 98% of our investment portfolio.  We have been operating since August 1992.

 

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Table of Contents

 

The following table summarizes our “direct real estate investment portfolio” (properties that we own or on which we hold promissory notes secured by first mortgages) as of September 30, 2011 (dollar amounts in thousands):

 

 

 

 

 

 

 

Nine Months Ended
 September 30, 2011

 

Percentage

 

Number

 

Number of

 

Type of
Property

 

Gross
Investments

 

Percentage of
Investments

 

Rental
Income 
(2)

 

Interest
Income 
(3)

 

of
Revenues 
(4)

 

of
Properties 
(5)

 

SNF
Beds

 

ALF
Units

 

ILF
Units

 

Skilled Nursing

 

$

357,271

 

47.9

%

$

25,707

 

$

2,620

 

45.7

%

89

 

10,235

 

 

 

Assisted Living

 

308,680

 

41.4

%

24,850

 

1,953

 

43.2

%

102

 

 

4,365

 

 

Other Senior Housing (1)

 

67,302

 

9.0

%

5,594

 

278

 

9.5

%

14

 

913

 

330

 

423

 

Schools

 

12,192

 

1.7

%

988

 

 

1.6

%

2

 

 

 

 

Totals

 

$

745,445

 

100.0

%

$

57,139

 

$

4,851

 

100.0

%

207

 

11,148

 

4,695

 

423

 

 


(1)    Other senior housing consists of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.

(2)    Includes rental income from continuing and discontinued operations.

(3)    Includes interest income from mortgage loans.

(4)    Includes rental income from continuing and discontinued operations and interest income from mortgage loans.

(5)    We have investments in 30 states leased or mortgaged to 41 different operators.

 

As of September 30, 2011 we had $571.4 million in carrying value of net real estate investments, consisting of $517.4 million or 90.5% invested in owned and leased properties and $54.0 million or 9.5% invested in mortgage loans secured by first mortgages.

 

For the nine months ended September 30, 2011, rental income and interest income from mortgage loans represented 90.9% and 7.7%, 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.  This revenue is not recognized until the appropriate contingencies have been resolved.  For each of the nine months ended September 30, 2011 and 2010, we recorded $2.8 million in straight-line rental income.  Also during nine months ended September 30, 2011 and 2010, we recorded $34,000 and $0.6 million, respectively, of straight-line rent receivable reserve. For leases in place at September 30, 2011,  assuming no modification or replacement of existing leases and no new leased investments are added to our portfolio except the two skilled nursing properties and the vacant parcel of land acquired subsequent to September 30, 2011, we currently expect that straight-line rental income will decrease from $3.7 million for projected annual 2011 to $2.4 million for projected annual 2012 and, conversely, our cash rental income is projected to increase from $74.6 million for projected annual 2011 to $81.3 million for projected annual 2012.  During the nine months ended September 30, 2011, we received $54.9 million of cash rental revenue and recorded amortization of lease inducement cost of $0.5 million.  At September 30, 2011 and December 31, 2010, the straight-line rent receivable balance, net of reserves, for continuing and discontinued operations on the balance sheet was $22.8 million and $20.1 million, respectively.

 

Our primary objectives are to sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in senior housing and long term care properties managed by experienced operators.  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 and form of investment.  We opportunistically consider investments in health care facilities in related businesses where the business model is similar to our existing model and the opportunity provides an attractive expected return.  Consistent with this strategy, we pursue, from time to time, opportunities for potential acquisitions and investments, with due diligence and negotiations often at different stages of development at any particular time.

 

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·                  With respect to skilled nursing properties, we attempt to invest in properties that do not have to rely on a high percentage of private-pay patients.  We seek to invest primarily in properties that are located in suburban and rural areas of states.  We prefer to invest in a property that has significant market presence in its community and where state certificate of need and/or licensing procedures limit the entry of competing properties.

 

·                  For assisted living and independent living investments we have attempted to diversify our portfolio both geographically and across product levels.  Thus, we believe that although the majority of our investments are in affordably priced units, our portfolio also includes a significant number of upscale units in appropriate markets with certain operators.

 

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 mortgage loans and owned properties 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 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 relating to real estate taxes and insurance.

 

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 and temporary borrowings under our unsecured 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 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 capital markets environment may impact the availability of cost-effective capital.  We believe our liquidity and various sources of available capital are sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and finance future investments.

 

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.

 

At September 30, 2011, we had $5.2 million of cash on hand and $181.6 million available under our Unsecured Credit Agreement which matures April 18, 2015.  Subsequent to September 30, 2011, we borrowed $29.6 million under our Unsecured Credit Agreement. Accordingly, we had $58.0 million outstanding under our Unsecured Credit Agreement with $152.0 million available for borrowing. We also have the potential ability to access the capital markets through the issuance of $64.6 million of common stock under our equity distribution agreement and through the issuance of debt and/or equity securities under our $167.6 million effective shelf registration.  Subsequent to September 30, 2011, we entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. which provides for the possible issuance of up to an additional $100.0 million of senior unsecured fixed-rate term notes during a three-year issuance period.   As a result, we believe our liquidity and various sources of available capital are sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and finance some future investments should we determine such future investments are financially feasible.

 

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Table of Contents

 

Healthcare Regulatory Climate

 

The Centers for Medicare & Medicaid Services (or CMS) annually updates Medicare SNF prospective payment system rates and other policies.   On July 29, 2011, CMS issued its final update to its annual update to SNF rates for fiscal year 2012, which began on October 1, 2011.  Under the final rule, SNF rates will be reduced by 11.1%, or $3.87 billion, compared to fiscal year 2011 levels.  CMS has stated that the rate reduction is due to the need to recalibrate SNF PPS rates to correct what CMS characterizes as an “unintended spike” in payments in fiscal year 2011, when CMS implemented the Resource Utilization Groups, version four (RUG-IV) patient classification system.  Although CMS intended implementation of RUG-IV to be budget-neutral, CMS has taken the position that claims under the updated system show a significant increase in Medicare expenditures, in part because the proportion of patients grouped in the highest-paying RUG therapy categories greatly exceeded CMS expectations.  CMS is applying a 12.6% recalibration reduction, which is partially offset by a 1.7% standard rate update (which represents a 2.7% market basket update reduced by a 1.0% percentage point “multifactor productivity adjustment” mandated by the Affordable Care Act). There can be no assurance that this rule or any future reductions in Medicare SNF payment rates could 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.

 

In March 2010, the President signed into law the Affordable Care Act.  This law is designed to expand access to affordable health insurance, contain health care costs, and institute a variety of health policy reforms.  The provisions of the sweeping law may affect us directly, as well as impact our lessees and borrowers.  While certain provisions, such as expanding the insured population, may positively impact the revenues of our lessees and borrowers, other provisions, particularly those intended to reduce federal health care spending, could have a negative impact on our lessees and borrowers.  Among other things, the Affordable Care Act:  reduces Medicare SNF reimbursement by a so-called “productivity adjustment” based on economy-wide productivity gains beginning in fiscal year 2012 as noted above; requires the development of a value-based purchasing program for Medicare SNF services; establishes a national voluntary pilot program to bundle Medicare payments for hospital and post-acute services that could lead to changes in the delivery of post-acute services; and provides incentives to state Medicaid programs to promote community-based care as an alternative to institutional long-term care services.  The Affordable Care Act also includes provisions intended to expand public disclosure about nursing home ownership and operations, institute mandatory compliance and quality assurance programs, increase penalties for noncompliance, and expand fraud and abuse enforcement and penalty provisions that could impact our operators.  In addition, the Affordable Care Act impacts both us and our lessees and borrowers as employers, including new requirements related to the health insurance we offer to our respective employees.  Many aspects of the Affordable Care Act are being implemented through new regulations and subregulatory guidance. We cannot predict at this time what effect, if any, the various provisions of the Affordable Care Act will have on our lessees and borrowers or our business. There can be no assurances, however, that the Affordable Care Act will not adversely impact the operations, cash flows or financial condition of our lessees and borrowers, which subsequently could materially adversely impact our revenue and operations.

 

On August 2, 2011, President Obama signed into law the Budget Control Act of 2011, which increased the nation’s debt ceiling while taking steps to reduce the federal deficit.  Under this law, a bipartisan Joint Select Committee on Deficit Reduction is charged with identifying $1.5 trillion in deficit reduction, which could include cuts in Medicare, Medicaid, and other federal spending and/or revenue increases.  If legislation is not adopted by January 2012 to achieve deficit reduction targets, an enforcement mechanism known as sequestration would trigger a total of $1.2 trillion in spending reductions in January 2013, divided between domestic and defense spending.  Medicare provider payments would be subject to sequestration, although the reductions would be capped at 2%.  There can be no assurances that federal spending reductions resulting from the Budget Control Act will not have an adverse impact on the financial condition of our borrowers and lessees, which subsequently could adversely impact our company.

 

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Table of Contents

 

In addition, comprehensive reforms affecting the payment for and availability of health care services have been proposed at the state level and adopted by certain states.   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 three months ended September 30, 2011, we sold $50.0 million aggregate principal amount of 4.8% senior unsecured notes fully amortizing to maturity on July 20, 2021 to affiliates and managed accounts of Prudential. Subsequent to September 30, 2011, we entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential which provides for the possible issuance of up to an additional $100.0 million of senior unsecured fixed-rate term notes during a three-year issuance period.

 

During the three months ended September 30, 2011, we purchased a 140-bed skilled nursing property located in Texas for $10.0 million.  The property was added to an existing master lease with an unrelated third party operator at an incremental GAAP yield of 10.5%.

 

Subsequent to September 30, 2011, we acquired a 196-bed skilled nursing property in Texas for a purchase price of $15.5 million.  Additionally, we purchased a vacant parcel of land in Texas for a purchase price of $0.8 million and entered into a commitment, in an amount not to exceed $8.3 million, to fund the construction of a skilled nursing property with 120 beds. This new property will replace an existing 90-bed skilled nursing property in our existing portfolio.  Upon completion of the construction, we intend to sell the existing 90-bed skilled nursing property and the lessee intends to relocate the residents to the newly constructed property.  These properties are leased to an operator within our existing portfolio pursuant to a 10-year master lease agreement at a GAAP yield of 11.0%.  The master lease contains annual escalations of 2.5% and has two 5-year renewal options.

 

Also subsequent to September 30, 2011, we purchased a 156-bed skilled nursing property located in California for $17.5 million and entered into a 12-year lease with an unrelated third party operator. The lease has a GAAP yield of 10.3%, contains annual escalations of 2.0% and has two 10-year renewal options.

 

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.

 

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Table of Contents

 

Concentration Risk.  We evaluate 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 types.  Operator mix measures the portion of our investments that relate to our top three operators.  Geographic mix measures the portion of our investment that relate to our top five states. The following table reflects our recent historical trends of concentration risk (gross investment in thousands):

 

 

 

Period Ended

 

 

 

9/30/11

 

6/30/11

 

3/31/11

 

12/31/10

 

9/30/10

 

Asset mix:

 

 

 

 

 

 

 

 

 

 

 

Real property

 

$

690,458

 

$

679,806

 

$

679,616

 

$

615,666

 

$

564,539

 

Loans receivable

 

54,987

 

56,355

 

58,018

 

60,007

 

65,455

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment asset mix:

 

 

 

 

 

 

 

 

 

 

 

Skilled nursing properties

 

$

357,271

 

$

348,195

 

$

349,700

 

$

298,734

 

$

280,452

 

Assisted living properties

 

308,680

 

308,785

 

308,702

 

309,129

 

281,912

 

Other senior housing properties (1)

 

67,302

 

67,011

 

67,062

 

55,640

 

55,460

 

Schools

 

12,192

 

12,170

 

12,170

 

12,170

 

12,170

 

 

 

 

 

 

 

 

 

 

 

 

 

Operator asset mix:

 

 

 

 

 

 

 

 

 

 

 

Extendicare (ALC)

 

$

88,034

 

$

88,034

 

$

88,034

 

$

88,034

 

$

88,034

 

Preferred Care, Inc. (2)

 

88,471

 

88,324

 

88,489

 

87,685

 

86,920

 

Brookdale Communities

 

84,210

 

84,210

 

84,210

 

84,210

 

84,210

 

Remaining operators

 

484,730

 

475,593

 

476,901

 

415,744

 

370,830

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographic mix:

 

 

 

 

 

 

 

 

 

 

 

Texas

 

$

191,965

 

$

182,317

 

$

183,600

 

$

134,366

 

$

109,015

 

Florida

 

70,282

 

70,345

 

70,406

 

70,466

 

53,023

 

Ohio

 

56,804

 

56,804

 

56,804

 

56,804

 

56,804

 

New Mexico

 

48,876

 

48,876

 

48,876

 

48,876

 

48,876

 

Arizona

 

41,212

 

41,212

 

41,212

 

41,212

 

41,212

 

Remaining states

 

336,306

 

336,607

 

336,736

 

323,949

 

321,064

 

 


(1)          Other senior housing properties consist of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.

 

(2)          Preferred Care, Inc. leases 23 skilled nursing and two other senior housing properties under two master leases and one skilled nursing property under a separate lease agreement.  In addition, they operate six skilled nursing properties securing five mortgage loans receivable that we have with unrelated third parties and one mortgage loan receivable we have with Preferred Care.  They also operate one skilled nursing facility under a sub-lease with another lessee we have which is not included in the Preferred Care operator mix.

 

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Credit Strength.  We measure our credit strength both in terms of leverage ratios and coverage ratios.  Our leverage ratios include debt to book capitalization 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 plus preferred dividends).  The coverage ratios are based on earnings before interest, taxes, depreciation and amortization.  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:

 

 

 

Year to Date

 

Quarter Ended

 

 

 

9/30/11

 

9/30/11

 

6/30/11

 

3/31/11

 

12/31/10

 

9/30/10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt to book capitalization ratio

 

21.9

%

21.9

%(1)

20.8

%(1)

10.1

%(6)

16.7

%(1)

10.5

%

Debt & Preferred Stock to book capitalization ratio

 

28.3

%

28.3

%(1)

27.3

%(1)

17.5

%(7)

39.8

%(1)

35.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt to market capitalization ratio

 

14.0

%

14.0

%(2)

12.2

%(1)

5.6

%(6)

9.5

%(9)

6.3

%

Debt & Preferred Stock to market capitalization ratio

 

18.1

%

18.1

%(2)

16.0

%(1)

9.6

%(7)

23.0

%(9)

21.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage ratio(12)

 

12.6

x

10.7

x(3)

12.2

x(4)

16.1

x(8)

17.5

x(10)

19.4

x

Fixed charge coverage ratio(12)

 

6.1

x

7.3

x(3)

8.0

x(5)

4.3

x

4.8

x(11)

3.8

x

 


(1)         Increase primarily due to the increase in bank borrowing.

(2)         Increase primarily due to the increase in bank borrowing and by the decrease in market capitalization.

(3)         Decrease primarily due to the increase in interest expense related to the $50.0 million of 4.80% senior unsecured term notes sold during the quarter.

(4)         Decrease primarily due to the increase in interest expense due to increased bank borrowing, increase in debt issue costs related to the new $210.0 million Unsecured Credit Agreement and the non-cash interest related to the contingent earn-out liabilities.

(5)         Increase due to the decrease in preferred dividends resulting from the redemption of all our Series F preferred stock, partially offset by the increase in interest expense, as discussed in explanation (4) above.

(6)         Decrease primarily due to the payoff of the outstanding bank borrowing.

(7)         Decrease primarily due to the payoff of the outstanding bank borrowing and the redemption of all of our Series F preferred stock.

(8)         Decrease due to the increase in interest expense related to higher average outstanding bank borrowing.

(9)         Increase primarily due to the increase in bank borrowing partially offset by the increase in market capitalization.

(10)   Decrease primarily due to the increase in interest expense related to increased bank borrowing, the $25.0 million 5.26% senior unsecured term notes and the $25.0 million 5.74% senior unsecured term notes partially offset by the increase in income generated from acquisitions in 2010 and the one-time bankruptcy settlement distribution related to Sunwest.

(11)   Increase primarily due to the decrease in preferred dividends resulting from our redemption of all of our Series E and 40% of our Series F preferred stock outstanding and the increase in income generated from acquisitions in 2010 and the one-time bankruptcy settlement distribution related to Sunwest.

(12)   In calculating our interest coverage and fixed charge coverage ratios above, we use EBITDA, which is a financial measure not derived in accordance with U.S. generally accepted accounting principles (non-GAAP financial measure).  EBITDA is not an alternative to net income, operating income, income from continuing operations or cash flows from operating activities as calculated and presented in accordance with U.S. GAAP.  You should not rely on EBITDA as a substitute for any such U.S. 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 EBITDA.  Below are a reconciliation of net income to EBITDA and the calculation of the interest coverage and fixed charge coverage ratios disclosed above.

 

 

 

Year to Date

 

Quarter Ended

 

 

 

9/30/11

 

9/30/11

 

6/30/11

 

3/31/11

 

12/31/10

 

9/30/10

 

Net income

 

$

36,839

 

$

12,423

 

$

12,262

 

$

12,154

 

$

12,291

 

$

11,562

 

Less: Gain on sale

 

 

 

 

 

(310

)

 

Add: Interest expense

 

4,441

 

1,794

 

1,543

 

1,104

 

981

 

852

 

Add: Depreciation and amortization — continuing & discontinued operations

 

14,482

 

4,974

 

4,987

 

4,521

 

4,162

 

4,073

 

Total EBITDA

 

$

55,762

 

$

19,191

 

$

18,792

 

$

17,779

 

$

17,124

 

$

16,487

 

Interest expense

 

$

4,441

 

$

1,794

 

$

1,543

 

$

1,104

 

$

981

 

$

852

 

Interest coverage ratio

 

12.6

x

10.7

x

12.2

x

16.1

x

17.5

x

19.4

x

Interest expense

 

$

4,441

 

$

1,794

 

$

1,543

 

$

1,104

 

$

981

 

$

852

 

Preferred stock dividends (excludes preferred stock redemption charge)

 

4,694

 

818

 

818

 

3,058

 

2,586

 

3,506

 

Total fixed charges

 

$

9,135

 

$

2,612

 

$

2,361

 

$

4,162

 

$

3,567

 

$

4,358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed charge coverage ratio

 

6.1

x

7.3

x

8.0

x

4.3

x

4.8

x

3.8

x

 

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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 senior 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.

 

Operating Results

 

Three months ended September 30, 2011 compared to three months ended September 30, 2010

 

Revenues for the three months ended September 30, 2011 increased to $21.4 million from $18.4 million for the same period in 2010 primarily due to increases in rental income partially offset by decreases in interest income from mortgage loans, as discussed below.  Rental income for the three months ended September 30, 2011 increased $3.4 million from the same period in 2010 primarily due to increases resulting from acquisitions in 2011 and 2010.

 

Interest income from mortgage loans for the three months ended September 30, 2011 decreased $0.3 million from the same period in 2010 primarily due to payoffs and normal amortization of existing mortgage loans.

 

Interest and other income were comparable for each of the three month periods ended September 30, 2011 and 2010.

 

Interest expense for the three months ended September 30, 2011 was $0.9 million higher than the same period in 2010 primarily due to the sale of $50.0 million aggregate principal of senior unsecured notes in July 2011 and July 2010, higher average amounts outstanding under our unsecured line of credit and the non-cash interest related to the earn-out liabilities which represents the accretion of the difference between the current fair value and estimated payment of the contingent earn-out liabilities.

 

Depreciation and amortization expense for the three months ended September 30, 2011 increased $1.0 million from the same period in 2010 primarily due to acquisitions in 2011 and 2010 and capital improvement investments.

 

The provision for doubtful accounts for the three months ended September 30, 2011 was comparable to the same period in 2010.

 

Acquisition costs for the three months ended September 30, 2011 were comparable to the same period in 2010.

 

Operating and other expenses for the three months ended September 30, 2011 increased $0.3 million from the same period in 2010 primarily due to additional expenses related to new employees and timing of expenditures.

 

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Table of Contents

 

For the three months ended September 30, 2011 and 2010, net loss from discontinued operations included the financial results from properties disposed or classified as held-for-sale.  Properties classified as held-for-sale include a 140-unit independent living property located in Texas that we acquired via foreclosure from Sunwest Management, Inc. (or Sunwest) in 2008. This reclassification was made in accordance with accounting guidance which requires that the financial results of properties meeting certain criteria be reported on a separate line item called “discontinued operations.”

 

Net income available to common stockholders for the three months ended September 30, 2011 increased $5.9 million from the same period in 2010 primarily due to the write off of the original issue costs related to the redemption of all of our Series E preferred stock and 40% of our then Series F preferred stock in 2010 and by the changes previously described above.

 

Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

 

Revenues for the nine months ended September 30, 2011 increased to $62.9 million from $53.9 million for the same period in 2010 primarily due to increases in rental income partially offset by decreases in interest income from mortgage loans, as discussed below.  Rental income for the nine months ended September 30, 2011 increased $9.8 million from the same period in 2010 primarily due to increases resulting from acquisitions in 2011 and 2010.

 

Interest income from mortgage loans for the nine months ended September 30, 2011 decreased $0.8 million from the same period in 2010 primarily due to payoffs, normal amortization of existing mortgage loans and the 2010 deed in lieu of foreclosure of a mortgage loan secured by a school property located in Minnesota.

 

Interest and other income were comparable for each of the nine month periods ended September 30, 2011 and 2010.

 

Interest expense for the nine months ended September 30, 2011 was $2.8 million higher than the same period in 2010 primarily due to the sale of $50.0 million aggregate principal of senior unsecured notes in July 2011 and July 2010, higher average amounts outstanding under our unsecured line of credit and the non-cash interest related to the earn-out liabilities which represents the accretion of the difference between the current fair value and estimated payment of the contingent earn-out liabilities.

 

Depreciation and amortization expense for the nine months ended September 30, 2011 increased $2.8 million from the same period in 2010 primarily due to acquisitions in 2011 and 2010 and capital improvement investments.

 

The provisions for doubtful accounts for the nine months ended September 30, 2011 decreased $1.0 million from the same period in 2010 primarily due to a provision for doubtful accounts charge in first quarter of 2010 related to a mortgage loan secured by a school property located in Minnesota and our discontinued reserve of straight-line rental income due to a lessee’s improved credit quality and a property classified as held-for-sale, as discussed below.

 

Acquisition costs for the nine months ended September 30, 2011 increased $0.1 million from the same period in 2010 primarily due to the timing of acquisitions and related expenditures.

 

Operating and other expenses for the nine months ended September 30, 2011 increased $1.2 million from the same period in 2010 primarily due to higher expense related to vesting of restricted stock, increased salaries and benefits related to new employees, higher consulting and marketing expenses and timing of certain expenditures.

 

For the nine months ended September 30, 2011 and 2010, net loss from discontinued operations included the financial results from properties disposed or classified as held-for-sale.  Properties classified as held-for-sale include a 140-unit independent living property located in Texas that we acquired via foreclosure from Sunwest in 2008. This reclassification was made in accordance with accounting guidance which requires that the financial results of properties meeting certain criteria be reported on a separate line item called “discontinued operations.”

 

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Table of Contents

 

Net income available to common stockholders for the nine months ended September 30, 2011 increased $8.2 million from the same period in 2010 primarily due to the redemption of all of our Series E and Series F preferred stock and the changes previously described above.

 

Liquidity and Capital Resources

 

Operating Activities.  At September 30, 2011, our real estate investment portfolio (before accumulated depreciation and amortization) consisted of $690.5 million invested primarily in owned long-term healthcare properties and mortgage loans of approximately $55.0 million (prior to deducting a $0.9 million reserve).  Our portfolio consists of direct investments (properties that we either own or on which we hold promissory notes secured by first mortgages) in 89 skilled nursing properties, 102 assisted living properties, 14 other senior housing properties and two schools.  These properties are located in 30 states.  Other senior housing properties consist of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.  For the nine months ended September 30, 2011, we had net cash provided by operating activities of $51.9 million.

 

For the nine months ended September 30, 2011 we recorded $2.8 million in straight-line rental income and a reserve of $34,000 on our straight-line rent receivable.  For leases in place at September 30, 2011,  assuming no modification or replacement of existing leases and no new leased investments are added to our portfolio except the two skilled nursing properties and the vacant parcel of land acquired subsequent to September 30, 2011, we currently expect that straight-line rental income will decrease from $3.7 million for projected annual 2011 to $2.4 million for projected annual 2012 and, conversely, our cash rental income is projected to increase from $74.6 million for projected annual 2011 to $81.3 million for projected annual 2012.  During the nine months ended September 30, 2011 we received $54.9 million of cash rental revenue and recorded $0.5 million of amortized lease inducement cost.

 

Investing and Financing Activities.  For the nine months ended September 30, 2011, we used $63.6 million of cash for investing activities.  During the nine months ended September 30, 2011, we received $2.4 million in regularly scheduled principal payments and we received $2.6 million plus accrued interest related to the payoff of three mortgage loans secured by one assisted living property and five skilled nursing properties.

 

During the nine months ended September 30, 2011, we purchased a 140-bed skilled nursing property located in Texas for an aggregate purchase price of $10.0 million.  Simultaneous with the purchase, we added the property to an existing master lease with an unrelated third party operator at an incremental GAAP yield of 10.5%. We also acquired two senior housing properties located in South Carolina with 118 skilled nursing beds, 40 assisted living units and 53 independent living units for $11.5 million.

 

Also during the nine months ended September 30, 2011, we purchased four skilled nursing properties with 524-beds in Texas for $50.8 million which was comprised of $41.0 million in cash at closing with the remainder in the form of contingent earn-out payments.  The earn-out payment arrangements require us to pay two earn-out payments totaling up to $11.0 million upon the properties achieving a sustainable stipulated rent coverage ratio. During the nine months ended September 30, 2011, we paid $4.0 million related to the first contingent earn-out payment.

 

Subsequent to September 30, 2011, we acquired a 196-bed skilled nursing property in Texas for a purchase price of $15.5 million.  Additionally, we purchased a vacant parcel of land in Texas for a purchase price of $0.8 million and entered into a commitment, in an amount not to exceed $8.3 million, to fund the construction of a skilled nursing property with 120 beds. This new property will replace a 90-bed skilled nursing property in our existing portfolio.  Upon completion of the construction, we intend to sell the existing 90-bed skilled nursing property and the lessee intends to relocate the residents to the newly constructed property.  These properties are leased to an operator within our existing portfolio pursuant to a 10-year master lease agreement at a GAAP yield of 11.0%.  The master lease contains annual escalations of 2.5% and has two 5-year renewal options.

 

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Table of Contents

 

Also subsequent to September 30, 2011, we purchased a 156-bed skilled nursing property located in California for $17.5 million and entered into a 12-year lease with an unrelated third party operator.  The lease has a GAAP yield of 10.3%, contains annual escalations of 2.0% and has two 10-year renewal options.

 

During the nine months ended September 30, 2011, we invested $2.4 million at an average yield of 9.9%, under agreements to expand and renovate nine existing properties operated by five different operators.  We also invested $35,000 in capital improvements to two existing properties under two lease agreements whose rental rates already reflected this investment.

 

During the nine months ended September 30, 2011, we received $0.5 million in principal payments on notes receivable. At September 30, 2011, we had five such loans outstanding with a carrying value of $0.8 million at a weighted average interest rate of 11.1%.

 

For the nine months ended September 30, 2011, we had $10.0 million of cash provided by financing activities.  During the nine months ended September 30, 2011, we paid $0.5 million in scheduled principal payments on bonds payable.  During the nine months ended September 30, 2011, we entered into a new $210.0 million Unsecured Credit Agreement which provides for the opportunity to increase the credit amount up to a total of $250.0 million.   The new Unsecured Credit Agreement provides a revolving line of credit with no scheduled maturities other than the maturity date of April 18, 2015, and allows us to borrow at the same interest rates applicable to borrowings under our prior agreement, 150 basis points over LIBOR based on current leverage ratios.  Financial covenants contained in the new Unsecured Credit Agreement, which are measured quarterly, require us to maintain, among other things:

 

(i)                   a ratio of total indebtedness to total asset value not greater than 0.5 to 1.0;

(ii)                a ratio of secured debt to total asset value not greater than 0.35 to 1.0;

(iii)             a ratio of unsecured debt to the value of the unencumbered asset pool not greater than 0.6 to 1.0; and

(iv)            a ratio of EBITDA, as calculated in the new Unsecured Credit Agreement, to fixed charges not less than 1.50 to 1.0.

 

During the nine months ended September 30, 2011, we borrowed $138.0 million and repaid $147.3 million under our old and new Unsecured Credit Agreement.  At September 30, 2011, we had $28.4 million outstanding under the new Unsecured Credit Agreement with $181.6 million available for borrowing. At September 30, 2011, we were in compliance with all our covenants. Subsequent to September 30, 2011, we borrowed $29.6 million under our new Unsecured Credit Agreement. Accordingly, we had $58.0 million outstanding under our new Unsecured Credit Agreement with $152.0 million available for borrowing.

 

During the nine months ended September 30, 2011, we sold to affiliates and managed accounts of Prudential Investment Management, Inc. (individually and collectively “Prudential”) $50.0 million aggregate principal amount of 4.8% senior unsecured term notes fully amortizing to maturity on July 20, 2021. The proceeds were used to pay down amounts outstanding under our Unsecured Credit Agreement.  Subsequent to September 30, 2011, we entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential which provides for the possible issuance of up to an additional $100.0 million of senior unsecured fixed-rate term notes during a three-year issuance period. Financial covenants contained in the Amended and Restated Note Purchase and Private Shelf agreement are substantially the same as the financial covenants contained in our Unsecured Credit Agreement.

 

During the nine months ended September 30, 2011, we granted 6,000 shares of restricted common stock at $28.70 per share.  These shares vest ratably over a three-year period from the grant date.  Additionally, during the nine months ended September 30, 2011, we sold 3,990,000 shares of common stock at a price of $27.25 per share, before fees and costs of $5.1 million, in an underwritten public offering.  The net proceeds of $103.6 million were used to redeem all of our Series F preferred stock outstanding, as discussed below, and the remaining net proceeds were used to partially pay down amounts outstanding under our Unsecured Credit Agreement.

 

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Table of Contents

 

During the nine months ended September 30, 2011, we redeemed 3,536,530 shares of our Series F preferred stock, representing all of the outstanding shares.  The Series F preferred stock had a liquidation value of $25.00 per share. The redemption price was $25.1333 per share, including accrued and unpaid dividends up to the redemption date.  Accordingly, we recognized the $3.6 million of original issue costs related to the Series F preferred stock as a preferred stock redemption charge in the consolidated income statement line item income allocated to preferred stockholders.

 

We paid cash dividends on our Series C and Series F preferred stock totaling $2.5 million and $4.0 million, respectively.  Additionally, we declared and paid cash dividends on our common stock totaling $36.5 million.  On October 3, 2011, we declared a monthly cash dividend of $0.14 per common share per month for the months of October, November and December, 2011, payable on October 31, November 30 and December 30, 2011, respectively, to stockholders of record on October 21, November 22 and December 22, 2011, respectively.

 

We have an equity distribution agreement which allows us to issue and sell, from time to time, up to $85.7 million in aggregate offering price of our common shares.  Sales of common shares are made by means of ordinary brokers’ transactions at market prices, in block transactions, or as otherwise agreed between us and our sales agents.  During the nine months ended September 30, 2011, we did not sell shares of common stock under our equity distribution agreement. At September 30, 2011, we had $64.6 million available under this equity distribution agreement.

 

Available Shelf Registration. During 2010, we filed a Form S-3 “shelf” registration statement which became effective June 16, 2010, to replace our prior shelf registration statement.  Our current shelf registration statement provides us with the capacity to offer up to $400.0 million in common stock, preferred stock, warrants, debt, depositary shares, or units.  We may from time to time raise capital under our current shelf registration 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.  At September 30, 2011, we had availability of $167.6 million under our effective shelf registration.

 

Liquidity.  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 skilled nursing properties, assisted living properties, other senior housing properties and schools we own or that are pledged to us.  Other senior housing properties consist of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.  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 long-term healthcare facilities, ability to control rising operating costs, and the potential for significant reforms in the long-term healthcare 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 long-term healthcare 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 skilled nursing facilities, assisted living facilities, other facilities and the school.  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.  As of September 30, 2011, only $3.2 million of our debt, excluding our Unsecured Credit Agreement, was at a variable interest rate.

 

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Table of Contents

 

At September 30, 2011, we had $5.2 million of cash on hand and $181.6 million available under our Unsecured Credit Agreement which matures April 18, 2015.  Subsequent to September 30, 2011, we borrowed $29.6 million under our Unsecured Credit Agreement. Accordingly, we had $58.0 million outstanding under our Unsecured Credit Agreement with $152.0 million available for borrowing. We also have the potential ability to access the capital markets through the issuance of $64.6 million of common stock under our equity distribution agreement and through the issuance of debt and/or equity securities under our $167.6 million effective shelf registration.  Subsequent to September 30, 2011, we entered into an Amended and Restated Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. which provides for the possible issuance of up to an additional $100.0 million of senior unsecured fixed-rate term notes during a three-year issuance period.

 

We believe that our current cash balance, cash flow from operations available for distribution or reinvestment and our new Unsecured Credit Agreement borrowing capacity are sufficient to provide for payment of our current operating costs, meet debt obligations, provide funds for distribution to the holders of our preferred stock 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 2011 and 2012.

 

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, 2010.

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There were no material changes in our market risk during the nine months ended September 30, 2011.  For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

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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Table of Contents

 

PART II

 

OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

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 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.

 

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, 2010.

 

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Table of Contents

 

Item 6.  Exhibits

 

3.1

LTC Properties, Inc. Articles of Restatement (incorporated by reference to Exhibit 3.1 to LTC Properties Inc.’s Form 10-Q for the quarter ended June 30, 2009)

 

 

3.2

Bylaws of LTC Properties, Inc., as amended and restated August 3, 2009 (incorporated by reference to Exhibit 3.2 to LTC Properties Inc.’s Form 10-Q for the quarter ended June 30, 2009)

 

 

10.1

Credit Agreement dated as of April 18, 2011 among LTC Properties, Inc. and Bank of Montreal, Chicago Branch as Administrative Agent, BMO Capital Markets, as Co-Lead Arranger and Joint Book Runner, and Key Bank National Association, as Syndication Agent, and KeyBanc Capital Markets, Inc., as Co-Lead Arranger and Joint Book Runner (incorporated by reference to Exhibit 10.1 to LTC Properties Inc.’s Current Report on Form 8-K dated April 19, 2011)

 

 

10.2