Equity

3 Months Ended

Mar. 31, 2012

Equity

Equity

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, 2011	$	466,748		$	1,962		$	468,710
Net income	12,921			11			12,932
Vested stock options and restricted stock	452			—			452
Stock option exercise	151			—			151
Reclassification adjustment	(13		)	—			(13		)
Non-controlling interest conversion	(1,246		)	(1,518		)	(2,764		)
Non-controlling interest preferred return	—			(48		)	(48		)
Preferred stock dividends	(818		)	—			(818		)
Common stock dividends	(13,226		)	—			(13,226		)
Balance at March 31, 2012	$	464,969		$	407		$	465,376

Preferred Stock.  At March 31, 2012, 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 March 31, 2012.

During the three months ended March 31, 2011, we announced the redemption of 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.

Common Stock.  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 three months ended March 31, 2012 or 2011, we did not sell shares of our common stock under our equity distribution agreement. At March 31, 2012, we had $64,573,000 available under this amended equity distribution agreement.

During the three months ended March 31, 2011, we sold 3,990,000 shares of common stock at a price of $27.25 per share, before fees and costs, in an underwritten public offering.  The net proceeds of $103,829,000 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.

Our Board of Directors authorized a share repurchase program enabling us to repurchase up to 5,000,000 shares of our equity securities, including common and preferred stock in the open market.  This authorization does not expire until 5,000,000 shares of our equity securities have been repurchased or the Board of Directors terminates its authorization.  During the three months ended March 31, 2012 and 2011, we did not purchase shares of our equity securities.  At March 31, 2012, we continue to have an open Board authorization to purchase an additional 3,360,237 shares in total of equity securities.

Available Shelf Registrations.  Our 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 March 31, 2012, we had availability of $167,614,000 under our effective shelf registration.

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. Since we exercise control, we consolidate the limited partnership and we carry the non-controlling interests at cost.

During the three months ended March 31, 2012, two of our limited partners exercised their conversion rights. One limited partner exchanged all of its 67,294 partnership units and the other limited partner exchanged 22,000 partnership units in the limited partnership.  Upon receipt of the redemption notification of 89,294 limited partnership units, we elected to satisfy the redemption in cash.  We paid the limited partners $2,764,000, which represents the closing price of our common stock on the redemption date plus $0.05 per share multiplied by the number of limited partnership units redeemed.  The amount we paid upon redemption exceeded the book value of the limited partnership interest redeemed by $1,246,000. In accordance with FASB accounting guidance, we account for this exchange as an equity transaction because there was no change in control requiring consolidation or deconsolidation and remeasurement.  Accordingly, the $1,246,000 excess book value of the limited partners’ interest in the partnership was reclassified to stockholders’ equity. At March 31, 2012, we have reserved 23,294 shares of our common stock under this partnership agreement. At March 31, 2012, the carrying value and market value of the partnership conversion rights was $407,000 and $757,000, respectively.

The following table represents the change from net income attributable to us and transfers from non-controlling interest (in thousands):

	Three months ended March 31,
	2012			2011
Net income attributable to LTC Properties, Inc.	$	12,921		$	12,106
Transfers from the non-controlling interest
Decrease in paid-in capital for limited partners conversion	(1,246		)	—
Change from net income attributable to LTC Properties, Inc. and transfers from non-controlling interest	$	11,675		$	12,106

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

	Three months ended March 31, 2012				Three months ended March 31, 2011
	Declared		Paid		Declared			Paid
Preferred Stock
Series C	$	818	$	818	$	818		$	—	(1)
Series F (2)	—		—		2,240		(3)	1,768
	818		818		3,058			1,768
Common Stock (4)	13,226		13,226		11,065			11,065
Total	$	14,044	$	14,044	$	14,123		$	12,833

(1)Series C preferred stock dividends were paid subsequent to March 31, 2011.

(2)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 $0.145 per share per month and $0.14 per share per month for the three months ended March 31, 2012 and 2011, respectively.

In April 2012, we declared a monthly cash dividend of $0.145 per share on our common stock for the months of April, May and June 2012, payable on April 30, May 31 and June 29, 2012, respectively, to stockholders of record on April 20, May 23 and June 21, 2012, respectively.

Other Equity.  At March 31, 2012 and December 31, 2011, other equity consisted of accumulated comprehensive income of $186,000 and $199,000, 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.

Stock-Based Compensation.  During the three months ended March 31, 2012, a total of 10,000 stock options were exercised at a total option value of $151,000 and a total market value on the date of exercise of $305,000. No stock options were exercised during the three months ended March 31, 2011. During the three months ended March 31, 2012 and 2011, no stock options were issued. At March 31, 2012, 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 beyond 2012.  Compensation expense related to the vesting of stock options for each of the three months ended March 31, 2012 and 2011 was $4,000.  The remaining compensation expense to be recognized related to the future service period of unvested outstanding stock options for 2012 is $6,000.

During the three months ended March, 31, 2012, we granted 56,200 shares of restricted common stock at $31.77 per share. The vesting of these shares are as follows: 14,000 shares vest ratably over a five-year period from the grant date, 30,000 shares all vest on June 15, 2015, and 12,200 shares all vest on January 10, 2016. No restricted common stock was granted during the three months ended March 31, 2011. During the three months ended March 31, 2012 and 2011, we recognized $448,000 and $354,000, respectively, of compensation expense related to the vesting of restricted common stock.