UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: November 8, 2012
(Date of earliest event reported)
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland |
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1-11314 |
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71-0720518 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No) |
2829 Townsgate Road, Suite 350
Westlake Village, CA 91361
(Address of principal executive offices)
(805) 981-8655
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On November 8, 2012, LTC Properties, Inc. announced the operating results for the three and nine months ended September 30, 2012. The press release referred to a supplemental information package that is available on LTCs website at www.LTCProperties.com in the Presentation section of the Investor Information tab. The text of the press release and the supplemental information package are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.
The information in this Form 8-K and the related information in the exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of LTC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information
None.
(d) Exhibits.
99.1 Press Release issued November 8, 2012.
99.2 LTC Properties, Inc. Supplemental Information Package for the period ending September 30, 2012.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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LTC PROPERTIES, INC. | |
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Dated: November 8, 2012 |
By: |
/s/ WENDY L. SIMPSON |
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Wendy L. Simpson |
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CEO & President |
Exhibit 99.1
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FOR IMMEDIATE RELEASE
For more information contact: |
LTC ANNOUNCES ACQUISITION AND REPORTS THIRD QUARTER 2012 RESULTS
WESTLAKE VILLAGE, CALIFORNIA, November 8, 2012 LTC Properties, Inc. (NYSE: LTC) (LTC or the Company) announced that we acquired a vacant parcel of land in Kansas for $0.7 million in October 2012. Simultaneous with the purchase, the Company entered into a lease agreement and development commitment in an amount not to exceed $9.9 million to fund the construction of a 77-unit assisted living and memory care property. Rent under the lease will begin upon the earlier of project completion or the fifteenth month following the effective date of lease. Initial rent at the rate of 9.25% will be calculated based on the land purchase price and construction costs funded plus 9.0% compounded on each advance under the commitment from the disbursement date until the earlier of project completion or the improvement deadline. The lease has a 10-year initial term, two 5-year renewal options and annual escalations of 2.5%.
The Company also announced operating results for the quarter ended September 30, 2012. The Company reported a 6.5% increase in Funds from Operations (FFO) to $17.5 million in the quarter ended September 30, 2012, from $16.4 million in the comparable 2011 period. FFO per diluted common share was $0.57 for the quarter ended September 30, 2012, an increase of 5.6% from $0.54 for the comparable 2011 period. Normalized FFO was $17.6 million in the third quarter of 2012 compared to $16.6 million in the third quarter of 2011. Normalized FFO per diluted common share was $0.57 for the third quarter of 2012 compared to $0.54 for the third quarter of 2011. The increase in normalized FFO and normalized FFO per diluted common share was due to higher revenues resulting from acquisitions partially offset by an increase in interest expense.
FFO for the nine months ended September 30, 2012 increased 22.4% to $52.2 million from $42.7 million in the comparable 2011 period. FFO per diluted common share for the nine months ended September 30, 2012 increased 15.8% to $1.69 from $1.46 in the comparable 2011 period. The Company reported an 11.0% increase in normalized FFO, which excludes a $0.3 million non-recurring bankruptcy settlement distribution from the Sunwest Management, Inc., to $52.2 million for the nine months ended September 30, 2012, from $47.1 million from the comparable 2011 period. Normalized FFO per diluted common share was $1.69 for the nine months ended September 30, 2012, an increase of 5.6% from $1.60 for the comparable 2011 period. Normalized FFO for the nine months ended September 30, 2011 excluded a $3.6 million charge and $0.5 million accrued dividend related to the Companys redemption of all of its 8.0% Series F Cumulative Preferred Stock (Series F preferred stock). The increase in FFO, normalized FFO, FFO per diluted common share and normalized FFO per diluted common share was due to higher revenues resulting from acquisitions partially offset by an increase in interest expense, acquisition costs and higher weighted average shares outstanding.
Net income available to common stockholders for the quarter ended September 30, 2012 was $11.6 million or $0.38 per diluted share. For the same period in 2011, net income available to common stockholders was $11.5 million or $0.38 per diluted share. Net income available to common stockholders for the nine months ended September 30, 2012 was $35.8 million or $1.18 per diluted share. For the same period in 2011, net income available to common stockholders was $28.2 million or $0.97 per diluted share which included a $3.6 million charge and $0.5 million accrued dividend related to the Companys redemption of all of its Series F preferred stock. The preferred stock redemption charge is combined with preferred stock dividends in the income statement line item income allocated to preferred stockholders. The increases in net income available to common stockholders were due primarily to higher revenues from acquisitions and the effects of the Series F preferred stock redemption charge in 2011.
Conference Call Information
The Company will conduct a conference call on Friday, November 9, 2012, at 8:00 a.m. Pacific Time, in order to comment on the Companys performance and operating results for the quarter ended September 30, 2012. The conference call is accessible by dialing 877-317-6789. The international number is 412-317-6789. An audio replay of the conference call will be available from November 9 through November 26, 2012. Callers can access the replay by dialing 877-344-7529 or 412-317-0088 and entering conference number 10020195. The earnings release will be available on our website. The Companys supplemental information package for the current period will also be available on the Companys website at www.LTCProperties.com in the Presentations section of the Investor Information tab.
About LTC
At September 30, 2012, LTC had investments in 89 skilled nursing properties, 102 assisted living properties, 14 other senior housing properties, two schools and two parcels of land under development. 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. The Company is a self-administered real estate investment trust that primarily invests in senior housing and long-term care facilities through facility lease transactions, mortgage loans and other investments. For more information on LTC Properties, Inc., visit the Companys website at www.LTCProperties.com.
Forward Looking Statements
This press release includes statements that are not purely historical and are 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, including statements regarding the Companys expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this press release are forward looking statements. These forward looking statements involve a number of risks and uncertainties. Please see our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q, and in our other publicly available filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. All forward looking statements included in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such forward looking statements. Although the Companys management believes that the assumptions and expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by the Company may differ materially from any forward looking statements due to the risks and uncertainties of such statements.
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, amounts in thousands, except per share amounts)
|
|
Three Months Ended |
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Nine Months Ended |
| ||||||||
|
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2012 |
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2011 |
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2012 |
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2011 |
| ||||
Revenues: |
|
|
|
|
|
|
|
|
| ||||
Rental income |
|
$ |
22,295 |
|
$ |
19,620 |
|
$ |
64,342 |
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$ |
57,139 |
|
Interest income from mortgage loans |
|
1,398 |
|
1,582 |
|
4,361 |
|
4,851 |
| ||||
Interest and other income |
|
96 |
|
229 |
|
818 |
|
876 |
| ||||
Total revenues |
|
23,789 |
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21,431 |
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69,521 |
|
62,866 |
| ||||
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|
|
|
|
|
|
|
|
| ||||
Expenses: |
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
2,988 |
|
1,794 |
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7,025 |
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4,441 |
| ||||
Depreciation and amortization |
|
5,925 |
|
4,949 |
|
16,461 |
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14,407 |
| ||||
Acquisition costs |
|
205 |
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60 |
|
387 |
|
225 |
| ||||
Operating and other expenses |
|
2,167 |
|
2,180 |
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7,115 |
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6,879 |
| ||||
Total expenses |
|
11,285 |
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8,983 |
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30,988 |
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25,952 |
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|
|
|
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|
|
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|
| ||||
Income from continuing operations |
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12,504 |
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12,448 |
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38,533 |
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36,914 |
| ||||
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|
|
|
|
|
|
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|
| ||||
Discontinued operations: |
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|
|
|
|
|
|
|
| ||||
Loss from discontinued operations |
|
|
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(25 |
) |
|
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(75 |
) | ||||
Gain on sale of assets, net |
|
|
|
|
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16 |
|
|
| ||||
Net (loss) gain from discontinued operations |
|
|
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(25 |
) |
16 |
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(75 |
) | ||||
Net income |
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12,504 |
|
12,423 |
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38,549 |
|
36,839 |
| ||||
Income allocated to non-controlling interests |
|
(9 |
) |
(48 |
) |
(30 |
) |
(144 |
) | ||||
Net income attributable to LTC Properties, Inc. |
|
12,495 |
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12,375 |
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38,519 |
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36,695 |
| ||||
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|
|
|
|
|
|
|
| ||||
Income allocated to participating securities |
|
(94 |
) |
(85 |
) |
(279 |
) |
(259 |
) | ||||
Income allocated to preferred stockholders |
|
(818 |
) |
(818 |
) |
(2,454 |
) |
(8,260 |
) | ||||
Net income available to common stockholders |
|
$ |
11,583 |
|
$ |
11,472 |
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$ |
35,786 |
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$ |
28,176 |
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|
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Basic earnings per common share: |
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|
|
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|
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|
|
| ||||
Continuing operations |
|
$ |
0.38 |
|
$ |
0.38 |
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$ |
1.18 |
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$ |
0.98 |
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Discontinued operations |
|
$ |
0.00 |
|
$ |
0.00 |
|
$ |
0.00 |
|
$ |
0.00 |
|
Net income available to common stockholders |
|
$ |
0.38 |
|
$ |
0.38 |
|
$ |
1.18 |
|
$ |
0.98 |
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|
|
|
|
|
|
|
|
|
| ||||
Diluted earnings per common share: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.38 |
|
$ |
0.38 |
|
$ |
1.18 |
|
$ |
0.98 |
|
Discontinued operations |
|
$ |
0.00 |
|
$ |
0.00 |
|
$ |
0.00 |
|
$ |
(0.01 |
) |
Net income available to common stockholders |
|
$ |
0.38 |
|
$ |
0.38 |
|
$ |
1.18 |
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares used to calculate earnings per common share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
30,253 |
|
30,137 |
|
30,219 |
|
28,874 |
| ||||
Diluted |
|
30,293 |
|
30,156 |
|
30,263 |
|
28,902 |
|
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 allocable to common stockholders.
Supplemental Reporting Measures
FFO, adjusted FFO (AFFO), and Funds Available for Distribution (FAD) are supplemental measures of a real estate investment trusts (REIT) financial performance that are not defined by U.S. generally accepted accounting principles (GAAP). Investors, analysts and the Company use FFO, AFFO and FAD as supplemental measures of operating performance and we believe they are helpful in evaluating the operating performance of a REIT. Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with U.S. GAAP assumes that the value of real estate assets diminishes predictably over time. We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO, AFFO and FAD facilitate comparisons of operating performance between periods. Additionally the Company believes that normalized FFO, normalized AFFO and normalized FAD provide useful information because they allow investors, analysts and our management to compare the Companys operating performance on a consistent basis without having to account for differences caused by unanticipated items.
FFO, as defined by the National Association of Real Estate Investment Trusts (NAREIT), means net income available to common stockholders (computed in accordance with U.S. GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Normalized FFO represents FFO adjusted for certain items detailed in the reconciliations. The Companys computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that have a different interpretation of the current NAREIT definition from the Company; therefore, caution should be exercised when comparing our companys FFO to that of other REITs.
We define AFFO as FFO excluding the effects of straight-line rent and amortization of lease inducement. U.S. GAAP requires rental revenues related to non-contingent leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. This method results in rental income in the early years of a lease that is higher than actual cash received, creating a straight-line rent receivable asset included in our consolidated balance sheet. At some point during the lease, depending on its terms, cash rent payments exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. By excluding the non-cash portion of straight-line rental revenue and amortization of lease inducement, investors, analysts and our management can compare AFFO between periods. Normalized AFFO represents AFFO adjusted for certain items detailed in the reconciliations.
We define FAD as AFFO excluding the effects of non-cash compensation charges. FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents annual distributions to common shareholders expressed as a percentage of FAD, facilitates the comparison of operating performance between REITs. Normalized FAD represents FAD adjusted for certain items detailed in the reconciliations.
The Company uses FFO, normalized FFO, normalized AFFO and normalized FAD as supplemental performance measures of our cash flow generated by operations and cash available for distribution to stockholders. FFO, normalized FFO, normalized AFFO and normalized FAD do not represent cash generated from operating activities in accordance with U.S. GAAP, and are not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.
Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD
The following table reconciles net income available to common stockholders to FFO available to common stockholders, normalized FFO available to common stockholders, normalized AFFO and normalized FAD (unaudited, amounts in thousands, except per share amounts):
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
Net income available to common stockholders |
|
$ |
11,583 |
|
$ |
11,472 |
|
$ |
35,786 |
|
$ |
28,176 |
|
Add: Depreciation and amortization (continuing and discontinued operations) |
|
5,925 |
|
4,974 |
|
16,461 |
|
14,482 |
| ||||
Less: Gain on sale of real estate, net |
|
|
|
|
|
(16 |
) |
|
| ||||
FFO available to common stockholders |
|
17,508 |
|
16,446 |
|
52,231 |
|
42,658 |
| ||||
Add: Preferred stock redemption charge |
|
|
|
|
|
|
|
3,566 |
(1) | ||||
Add: Preferred stock redemption dividend |
|
|
|
|
|
|
|
472 |
(2) | ||||
Add: Non-cash interest related to earn-out liabilities |
|
110 |
|
177 |
|
330 |
|
354 |
| ||||
Less: Non-recurring one-time items |
|
|
|
|
|
(347 |
)(3) |
|
| ||||
Normalized FFO available to common stockholders |
|
17,618 |
|
16,623 |
|
52,214 |
|
47,050 |
| ||||
Less: Non-cash rental income |
|
(701 |
) |
(912 |
) |
(1,704 |
) |
(2,268 |
) | ||||
Normalized adjusted FFO (AFFO) |
|
16,917 |
|
15,711 |
|
50,510 |
|
44,782 |
| ||||
Add: Non-cash compensation charges |
|
445 |
|
374 |
|
1,355 |
|
1,095 |
| ||||
Normalized funds available for distribution (FAD) |
|
$ |
17,362 |
|
$ |
16,085 |
|
$ |
51,865 |
|
$ |
45,877 |
|
(1) Represents the original issue costs related to the redemption of the remaining Series F preferred stock.
(2) Represents the dividends on the Series F preferred stock up to the redemption date.
(3) Represents revenue from the Sunwest bankruptcy settlement distribution.
Basic FFO available to common stockholders per share |
|
$ |
0.58 |
|
$ |
0.55 |
|
$ |
1.73 |
|
$ |
1.48 |
|
Diluted FFO available to common stockholders per share |
|
$ |
0.57 |
|
$ |
0.54 |
|
$ |
1.69 |
|
$ |
1.46 |
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted FFO available to common stockholders |
|
$ |
18,429 |
|
$ |
17,397 |
|
$ |
54,994 |
|
$ |
45,515 |
|
Weighted average shares used to calculate diluted FFO per share available to common stockholders |
|
32,521 |
|
32,473 |
|
32,494 |
|
31,221 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic normalized FFO available to common stockholders per share |
|
$ |
0.58 |
|
$ |
0.55 |
|
$ |
1.73 |
|
$ |
1.63 |
|
Diluted normalized FFO available to common stockholders per share |
|
$ |
0.57 |
|
$ |
0.54 |
|
$ |
1.69 |
|
$ |
1.60 |
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted normalized FFO available to common stockholders |
|
$ |
18,539 |
|
$ |
17,574 |
|
$ |
54,977 |
|
$ |
49,907 |
|
Weighted average shares used to calculate diluted normalized FFO per share available to common stockholders |
|
32,521 |
|
32,473 |
|
32,494 |
|
31,221 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic normalized AFFO per share |
|
$ |
0.56 |
|
$ |
0.52 |
|
$ |
1.67 |
|
$ |
1.55 |
|
Diluted normalized AFFO per share |
|
$ |
0.55 |
|
$ |
0.51 |
|
$ |
1.64 |
|
$ |
1.53 |
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted normalized AFFO |
|
$ |
17,838 |
|
$ |
16,662 |
|
$ |
53,273 |
|
$ |
47,639 |
|
Weighted average shares used to calculate diluted normalized AFFO per share |
|
32,521 |
|
32,473 |
|
32,494 |
|
31,221 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Basic normalized FAD per share |
|
$ |
0.57 |
|
$ |
0.53 |
|
$ |
1.72 |
|
$ |
1.59 |
|
Diluted normalized FAD per share |
|
$ |
0.56 |
|
$ |
0.52 |
|
$ |
1.68 |
|
$ |
1.56 |
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted normalized FAD |
|
$ |
18,283 |
|
$ |
17,036 |
|
$ |
54,628 |
|
$ |
48,734 |
|
Weighted average shares used to calculate diluted normalized FAD per share |
|
32,521 |
|
32,473 |
|
32,494 |
|
31,221 |
|
LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
|
|
September 30, 2012 |
|
December 31, 2011 |
| ||
|
|
(unaudited) |
|
(audited) |
| ||
ASSETS |
|
|
|
|
| ||
Real estate investments: |
|
|
|
|
| ||
Land |
|
$ |
63,121 |
|
$ |
57,392 |
|
Buildings and improvements |
|
742,638 |
|
664,758 |
| ||
Accumulated depreciation and amortization |
|
(192,895 |
) |
(176,546 |
) | ||
Net operating real estate property |
|
612,864 |
|
545,604 |
| ||
Properties held-for-sale, net of accumulated depreciation and amortization: 2012 $0; 2011 $1,650 |
|
|
|
1,231 |
| ||
Net real estate property |
|
612,864 |
|
546,835 |
| ||
Mortgage loans receivable, net of allowance for doubtful accounts: 2012 $873; 2011 $921 |
|
48,268 |
|
53,081 |
| ||
Real estate investments, net |
|
661,132 |
|
599,916 |
| ||
Other assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
8,274 |
|
4,408 |
| ||
Debt issue costs, net |
|
3,218 |
|
2,301 |
| ||
Interest receivable |
|
1,035 |
|
1,494 |
| ||
Straight-line rent receivable, net of allowance for doubtful accounts: 2012 $1,545; 2011 $1,519 |
|
25,945 |
|
23,772 |
| ||
Prepaid expenses and other assets |
|
7,222 |
|
7,904 |
| ||
Notes receivable |
|
3,007 |
|
817 |
| ||
Marketable securities |
|
|
|
6,485 |
| ||
Total assets |
|
$ |
709,833 |
|
$ |
647,097 |
|
|
|
|
|
|
| ||
LIABILITIES |
|
|
|
|
| ||
Bank borrowings |
|
$ |
35,500 |
|
$ |
56,000 |
|
Senior unsecured notes |
|
185,800 |
|
100,000 |
| ||
Bonds payable |
|
2,635 |
|
3,200 |
| ||
Accrued interest |
|
2,320 |
|
1,356 |
| ||
Earn-out liabilities |
|
6,634 |
|
6,305 |
| ||
Accrued expenses and other liabilities |
|
12,054 |
|
11,440 |
| ||
Accrued expenses and other liabilities related to properties held-for-sale |
|
|
|
86 |
| ||
Total liabilities |
|
244,943 |
|
178,387 |
| ||
|
|
|
|
|
| ||
EQUITY |
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2012 2,000; 2011 2,000 |
|
38,500 |
|
38,500 |
| ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2012 30,498; 2011 30,346 |
|
305 |
|
303 |
| ||
Capital in excess of par value |
|
509,431 |
|
507,343 |
| ||
Cumulative net income |
|
711,262 |
|
672,743 |
| ||
Other |
|
160 |
|
199 |
| ||
Cumulative distributions |
|
(795,117 |
) |
(752,340 |
) | ||
Total LTC Properties, Inc. stockholders equity |
|
464,541 |
|
466,748 |
| ||
|
|
|
|
|
| ||
Non-controlling interests |
|
349 |
|
1,962 |
| ||
Total equity |
|
464,890 |
|
468,710 |
| ||
Total liabilities and equity |
|
$ |
709,833 |
|
$ |
647,097 |
|
Exhibit 99.2
|
Supplemental Operating and Financial Data September 30, 2012 (Unaudited) Cincinnati, OH 144 licensed beds
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Table of Contents 2 CORPORATE Company Information 3 Additional Information 4 Forward-Looking Statements & Non-GAAP Information 5 Acquisitions & Developments 6-8 Real Estate Portfolio Summary 9 Real Estate Portfolio Metrics 10-11 Real Estate Portfolio Diversification 12-14 Top Ten Operators - Owned Portfolio 15 Assisted Living Concepts (NYSE: ALC) 16 Market Capitalization 17 Lease & Mortgage Loan Receivable Maturity 18 Debt Maturity 19 Financial Data Summary 20-21 Consolidated Statements of Income 22 Consolidated Balance Sheets 23 Funds from Operations 24-25 Glossary 26-28 |
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3 Company Information CORPORATE Andre Dimitriadis Wendy Simpson Edmund King Executive Chairman Timothy Triche, MD Boyd Hendrickson Devra Shapiro Lead Director Andre Dimitriadis Wendy Simpson Pam Kessler Executive Chairman Chief Executive Officer and President Executive Vice President and Chief Financial Officer Clint Malin Andy Stokes Executive Vice President and Chief Investment Officer Senior Vice President, Marketing & Strategic Planning Corporate Office Investor Relations www.LTCProperties.com 2829 Townsgate Road, Suite 350 Investor.Relations@LTCProperties.com (805) 981-8655 phone Westlake Village, CA 91361 (805) 981-8655 (805) 981-8663 fax Board of Directors Management Contact Information Company Founded in 1992, LTC Properties, Inc. is a self-administered real estate investment trust that primarily invests in senior housing and long-term care properties through facility lease transactions, mortgage loans, and other investments. Our primary objectives are to sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in long-term care properties and other health care related 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. For more information on LTC Properties, Inc., visit the Companys website at www.LTCProperties.com. |
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4 CORPORATE Additional Information BMO Capital Markets Corp. J.J. B. Hilliard, W.L. Lyons, Inc. JMP Securities, LLC Richard Anderson John Roberts Peter Martin KeyBanc Capital Markets, Inc. RBC Capital Markets Corporation Sandler O'Neill + Partners, L.P. Karin Ford Mike Carroll James Milam Sidoti & Company, LLC Stifel, Nicolaus & Company, Inc. Wells Fargo Securities, LLC Peter Sicher Dan Bernstein Todd Stender Analyst Coverage Any opinions, estimates, or forecasts regarding LTC's performance made by the analysts listed above do not represent the opinions, estimates, or forecasts of LTC or its management. |
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5 Forward-Looking Statements This supplemental information 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 and other information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 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. Non-GAAP Information This supplemental information contains certain non-GAAP information including EBITDA, normalized EBITDA, FFO, normalized FFO, normalized interest coverage ratio, and normalized fixed charges coverage ratio. A reconciliation of this non-GAAP information is provided on pages 21, 24, and 25 of this supplemental information, and additional information is available under the Non-GAAP Financial Measures subsection under the Selected Financial Data section of our website at www.LTCProperties.com. CORPORATE |
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6 Acquisitions and Developments REAL ESTATE PORTFOLIO (dollar amounts in thousands) (1) GAAP yield assumes a total purchase price of $45,000 which includes $41,000 of cash paid at closing and $4,000 paid on August 31, 2011. (2) This property was added to a master lease. The GAAP yield represents the yield on the master lease and includes $8,250 construction funding as noted in (3) below. (3) Acquired a vacant parcel of land in Texas and entered into a commitment to fund the construction of a 120-bed skilled nursing property which will replace an existing 90-bed skilled nursing property we own. This property is in a master lease. The incremental cash lease yield excludes other properties in the master lease. The cash yield including the other properties is 9.6% (4) Acquired a vacant parcel of land in Colorado and entered into a commitment to fund the construction of a 60-unit free-standing private-pay memory care property. (5) Additional rent for the renovation projects will be the greater of 580 basis points over the 10-year treasury note or 7.75%. (6) Acquired a vacant parcel of land in Kansas and entered into a commitment to fund the construction of a 77-unit assisted living and memory care property. In October 2012, we funded $492 under this commitment. ACQUISITIONS DEVELOPMENT, RE-DEVELOPMENT, AND EXPANSIONS CATEGORY LOCATION PROPERTY TYPE # BEDS/UNITS ESTIMATED COMPLETION DATE Re-development Amarillo, TX SNF 120 beds 9.00% (3) April 2013 8,250 $ 492 $ 7,758 $ Development Littleton, CO Memory Care 60 units 9.25% (4) December 2013 7,935 1,438 6,497 Expansion/Renovation Arvada, CO ALF/Memory Care 23 units 7.75% (5) December 2013 6,600 - 6,600 Expansion/Renovation Ft. Collins, CO ALF/Memory Care 41 units 7.75% (5) December 2013 8,000 - 8,000 Development Wichita, KS ALF/Memory Care 77 units 9.25% (6) January 2014 9,855 - (6) 9,855 Total 120 beds/ 201 units 40,640 $ 1,930 $ 38,710 $ INCREMENTAL CASH LEASE YIELD TOTAL COMMITMENT FUNDED AS OF SEPTEMBER 30, 2012 REMAINING COMMITMENT ANNUAL GAAP # OF PROPERTY DATE OF PURCHASE DATE # BEDS/UNITS LOCATION OPERATOR GAAP Lease PROPERTIES TYPE CONSTRUCTION PRICE REVENUE Yield 2/28/11 2 OTHER 118 beds/93 units SC Prestige Healthcare 1965-2001 $11,450 $1,158 10.1% 3/9/11 4 SNF 524 beds TX Meridian Senior Properties 2007-2008 45,000 (1) 4,722 10.5% (1) 8/1/11 1 SNF 140 beds TX Senior Care Centers 2008 10,000 1,058 10.5% 10/11/11 1 SNF 196 beds TX Fundamental 2005 15,500 1,881 11.0% (2) 10/11/11 1 UDP (3) 120 beds TX Under Development Property 2012-2013 (3) 844 - - (3) 11/1/11 1 SNF 156 beds CA Traditions Management 1990 17,500 1,814 10.3% Total 2011 10 1,254 beds/93 units 100,294 3/23/12 1 SNF 144 beds TX Senior Care Centers 2002 18,600 $1,988 10.7% 5/14/12 1 UDP (4) 60 units CO Under Development Property 2012-2013 (4) 1,882 - - (4) 7/2/12 1 SNF 90 beds TX Senior Care Centers 2011 6,500 701 10.7% 7/31/12 2 SNF 288 beds OH Carespring Health Care Mgt 2009-2010 54,000 5,426 10.1% 10/23/12 1 UDP (6) 77 units KS Under Development Property 2012-2013 (6) 730 - - (6) Total 2012 6 522 beds/137 units 81,712 Total 16 1,776 beds/230 units $182,006 |
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7 Acquisitions and Developments REAL ESTATE PORTFOLIO Artists Rendition Development in Littleton, CO 60-unit memory care property |
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8 Acquisitions and Developments REAL ESTATE PORTFOLIO Re-development in Amarillo, TX 120-bed skilled nursing property |
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9 Real Estate Portfolio Summary REAL ESTATE PORTFOLIO (dollar amounts in thousands) Dayton, OH 144 licensed beds Real Estate Portfolio Snapshot Type of Property Gross Investments % of Investments Rental Income Interest Income % of Revenues # of Properties SNF Beds ALF Units ILF Units Skilled Nursing $ 461,915 54.0% $ 42,338 $ 3,018 50.0% 89 10,397 - - $44.43 Assisted Living 308,419 36.1% 33,141 2,553 39.3% 102 - 4,365 - $70.66 Other Senior Housing 67,627 7.9% 7,822 350 9.0% 14 913 330 423 $40.59 Schools 12,268 1.4% 1,545 - 1.7% 2 - - - Under Development 4,671 0.6% - - - - - - - Total $ 854,900 100.0% $ 84,846 $5,921 100.0% 207 11,310 4,695 423 Trailing Twelve Months as of September 30, 2012 Investment per Bed/Unit |
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10 Same Property Portfolio Statistics (1) Real Estate Portfolio Metrics REAL ESTATE PORTFOLIO Same Property Portfolio Quality Mix Owned Properties 2Q12 1Q12 2Q12 1Q12 2Q12 1Q12 Assisted Living (2) 78.0% 78.1% 1.37 1.39 1.59 1.61 Assisted Living (3) 88.0% 88.2% 1.44 1.45 1.70 1.71 Skilled Nursing 78.5% 78.6% 1.83 1.87 2.52 2.53 Other Senior Housing 86.3% 86.7% 1.29 1.34 1.70 1.76 (1) (2) (3) Includes properties leased to Assisted Living Concepts, Inc. (ALC) Excludes properties leased to Assisted Living Concepts, Inc. (ALC) Occupancy EBITDAR Coverage EBITDARM Coverage Information is for the trailing twelve months through June 30, 2012 and March 31, 2012 and is from property level operator financial statements which are unaudited and have not been independently verified by us. For the Six Months Ended Owned Properties Payor Source (1) June 30, 2012 Private Pay 59.6% Medicare 13.8% Medicaid 26.6% (1) Quality mix for our skilled nursing portfolio, for the period presented, is 24.9% Private Pay, 25.3% Medicare, and 49.8% Medicaid. |
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11 Real Estate Portfolio Metrics Historical Portfolio Snapshot (1) REAL ESTATE PORTFOLIO (1) Data from property level operator financial statements which are unaudited and have not been independently verified by us. (2) Coverage is based on the trailing twelve months for each period presented. The Centers for Medicare & Medicaid Services (or CMS) annually updates Medicare skilled nursing facility prospective payment system rates and other policies. In 4Q2010 CMS implemented the Resource Utilization Groups, version four (or RUG-IV) patient classification system. Although the implementation of RUG-IV was intended to be budget-neutral, according to CMS, this change in case-mix classification methodology resulted in 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. In July 2011, CMS issued its final rule updating skilled nursing facility rates for fiscal year 2012, which began in 4Q2011. The final rule included a recalibration of the case-mix indexes that form RUG-IV and reduced average aggregate Medicare reimbursement to skilled nursing facilities by 11.1%. The following table represents a snapshot of our historical portfolio of stabilized skilled nursing properties in 3Q2010 (prior to the implementation of RUG-IV) through 2Q2012 on a same property basis to illustrate the trend in the lease coverage as RUG-IV is implemented (4Q2010) and Medicare rates were subsequently cut (4Q2011). RUG-IV Period (2) EBITDAR Coverage EBITDARM Coverage 1Q RUG-IV 2Q2012 1.96 2.71 2Q RUG-IV 1Q2012 2.01 2.76 3Q RUG-IV 4Q2011 2.16 2.93 4Q RUG-IV 3Q2011 2.27 3.04 3Q RUG-IV 2Q2011 2.20 2.98 2Q RUG-IV 1Q2011 2.16 2.94 1Q RUG-IV 4Q2010 2.02 2.79 No RUG-IV 3Q2010 1.89 2.64 |
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12 Real Estate Portfolio Diversification REAL ESTATE PORTFOLIO Property and Asset Type Diversification - Owned and Loan Portfolio Gross Gross Property Type Investment % % Asset Type Investment % Skilled Nursing 89 $ 461,915 54.0% $ 45,356 50.0% Real Property 805,759 $ 94.3% Assisted Living 102 308,419 36.1% 35,694 39.3% Loans Receivable 49,141 5.7% Other Senior Housing 14 67,627 7.9% 8,172 9.0% Total 854,900 $ 100.0% Schools 2 12,268 1.4% 1,545 1.7% Under Development - 4,671 0.6% - - Total 207 $ 854,900 100.0% $ 90,767 100.0% Properties Revenue Trailing Twelve Months as of September 30, 2012 # of |
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13 Real Estate Portfolio Diversification REAL ESTATE PORTFOLIO State Diversification By Property Type - Owned and Loan Portfolio (1) Metropolitan Statistical Area (MSA) population is based on 2010 Census. (2) Due to master leases with properties in multiple states, revenue by state is not available. (3) Properties under development. (dollar amounts in thousands) State (2) # of Props SNF % ALF % Other % School % UDP (3) % Gross Investment % Texas 55 186,933 $ 40.5% 32,155 $ 10.4% 8,632 $ 12.8% - $ - 1,342 $ 28.7% 229,062 $ 26.8% Ohio 19 66,157 14.3% 44,647 14.5% - - - - - - 110,804 13.0% Florida 17 17,800 3.9% 36,610 11.9% 13,420 19.8% - - - - 67,830 7.9% California 5 20,649 4.5% 28,071 9.1% 2,923 4.3% - - - - 51,643 6.0% New Mexico 7 49,368 10.7% - - - - - - - - 49,368 5.8% Arizona 7 36,092 7.8% 5,120 1.7% - - - - - - 41,212 4.8% Colorado 10 7,407 1.6% 18,402 6.0% 2,007 3.0% - - 3,329 71.3% 31,145 3.6% Virginia 4 15,713 3.4% - - 13,339 19.7% - - - - 29,052 3.4% Washington 10 8,775 1.9% 19,080 6.2% - - - - - - 27,855 3.3% Kansas 7 14,111 3.1% 6,733 2.2% - - - - - - 20,844 2.4% All Others 66 38,910 8.3% 117,601 38.0% 27,306 40.4% 12,268 100.0% - - 196,085 23.0% Total 207 461,915 $ 100.0% 308,419 $ 100.0% 67,627 $ 100.0% 12,268 $ 100.0% 4,671 $ 100.0% 854,900 $ 100.0% |
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14 Real Estate Portfolio Diversification REAL ESTATE PORTFOLIO Operator Diversification - Owned Portfolio Operator % % Extendicare Inc. and Assisted Living Concepts, Inc. 37 88,034 $ 10.9% 10,963 $ 12.0% Brookdale Senior Living Communities, Inc. 35 84,210 10.5% 10,734 11.7% Preferred Care 25 77,206 9.6% 10,588 11.5% Senior Care Centers, LLC 5 63,698 7.9% 6,748 7.4% Carespring Health Care Mgt, LLC 2 54,000 6.7% 5,431 5.9% Meridian Senior Properties Fund II, LP 4 50,841 6.3% 4,742 5.2% Traditions Senior Management, Inc. 4 48,500 6.0% 5,243 5.7% Skilled Healthcare Group, Inc. 5 40,270 5.0% 4,501 4.9% Sunrise Senior Living 6 37,659 4.7% 4,614 5.0% Ensign Group, Inc. 3 28,496 3.5% 1,596 1.7% All Others 48 232,845 28.9% 26,526 29.0% Total 174 805,759 $ 100.0% 91,686 $ 100.0% Annualized GAAP Rent Gross Investment # of Properties |
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15 Top Ten Operators Owned Portfolio REAL ESTATE PORTFOLIO Sunrise Senior Living (NYSE: SRZ) operates 307 communities in the United States, Canada and the United Kingdom, with a total capacity of approximately 29,800 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimers disease and other forms of memory loss, as well as Nursing and Rehabilitative services. As of September 30, 2012, the LTC portfolio consisted of 6 assisted living properties in 2 states with a gross investment balance of $37.7 million. Traditions Senior Management, Inc. (Privately held) operates 9 facilities in 4 states and Management Affiliates (Privately held) operates 15 facilities in 5 states consisting of independent living, assisted living, and skilled nursing. As of September 30, 2012, the LTC portfolio consisted of 3 skilled nursing and 1 other senior housing properties in 3 states with a gross investment balance of $48.5 million. They also operate 2 skilled nursing properties under a sub-lease with Preferred Care, Inc. which is not included in the Traditions The Ensign Group (NASDAQ: ENSG) provides skilled nursing and assisted living services, physical, occupational and speech therapies, home health and hospice services, and other rehabilitative and healthcare services for both long-term residents and short-stay rehabilitation patients at 107 facilities in 11 states. As of September 30, 2012, the LTC portfolio consisted of 3 skilled nursing properties in 1 state with a gross investment balance of $28.5 million. Extendicare Inc. and Assisted Living Concepts, Inc. operate 37 of our assisted living properties in 10 states with a gross investment balance of $88.0 million as of September 30, 2012. Extendicare Inc. (TSX: EXE) operates 243 senior care centers in North America with the ability to serve approximately 26,700 residents. EXE offers a continuum of health care services, including nursing care, assisted living and related medical specialty services, such as sub-acute care and rehabilitative therapy on an inpatient and outpatient basis. Assisted Living Concepts, Inc. (NYSE: ALC) and its subsidiaries operate 211 residences which include licensed assisted living and independent living residences with capacity for 9,325 residents in 20 states. Brookdale Senior Living, Inc. (NYSE: BKD) operates 647 independent living, assisted living, and dementia-care communities and continuing care retirement centers, with the ability to serve approximately 67,000 residents. As of September 30, 2012, the LTC portfolio consisted of 35 assisted living properties in 8 states with a gross investment balance of $84.2 million. Preferred Care, Inc. (Privately held) operates 87 facilities comprised of skilled nursing, assisted living, and independent living facilities, as well as 5 specialty care facilities, in 11 states. As of September 30, 2012, the LTC portfolio consisted of 23 skilled nursing and 2 other senior housing properties in 6 states with a gross investment balance of $77.2 million. They also operate 1 skilled nursing facility under a sub-lease with another lessee we have which is not included in the Preferred Care rental revenue. Skilled Healthcare Group (NYSE: SKH) is a holding company with subsidiaries that operate skilled nursing facilities, assisted living facilities, a rehabilitation therapy business, and a hospice business. Skilled Healthcare operates in 8 states, including 74 skilled nursing facilities and 22 assisted living facilities. As of September 30, 2012, the LTC portfolio consisted of 5 skilled nursing properties in 1 state with a gross investment balance of $40.3 million. Meridian Realty Advisors, LP through its affiliates including Meridian Senior Properties Fund II, LP (Privately held) acquires, develops and operates independent living, assisted living/memory care and skilled nursing facilities and currently owns or leases 10 skilled nursing facilities and one assisted living facility, all located in Texas. Meridian, through its affiliated entities, is currently developing four new assisted living/memory care facilities to be managed by a non-affiliated, third-party operating company and one new skilled nursing facility that will be operated by Meridian. As of September 30, 2012, the LTC portfolio consisted of 4 skilled nursing properties in 1 state with a gross investment balance of $50.8 million. Senior Care Centers, LLC (Privately held) provides skilled nursing care, Alzheimer's care, assisted living, and independent living services in 35 facilities exclusively in Texas. As of September 30, 2012, the LTC portfolio consisted of 5 skilled nursing properties in 1 state with a gross investment balance of $63.7 million. They also operate 4 skilled nursing properties under a sub-lease with Meridian Senior Properties Fund II, LP which is not included in the Senior Care Centers, LLC rental revenue. Carespring Health Care Mgmt, LLC (Privately held) provides skilled nursing, assisted living, and independent living services, and other rehabilitative and healthcare services at 12 facilities in 2 states. As of September 30, 2012, the LTC portfolio consisted of 2 skilled nursing properties in 1 state with a gross investment balance of $54.0 million. |
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16 Assisted Living Concepts, Inc. (NYSE: ALC) REAL ESTATE PORTFOLIO Photos of our properties leased to ALC/Extendicare are available on the Companys website at www.LTCProperties.com in the ALC/EXE Properties subsection under the Property Photos section of the Properties tab. (1) Trailing Twelve Months Ended June 30, 2012 States States Idaho 4 148 Arizona 2 76 Iowa 1 35 Indiana 2 78 New Jersey 1 39 Nebraska 4 156 Ohio 5 191 Oregon 3 119 Texas 7 277 Washington 8 308 Total 18 690 Total 19 737 Master Lease II # of Properties # of Units Master Lease I # of Properties # of Units Co-lessee Extendicare Inc. (TSX: EXE) Total # of Properties 37 properties Total # of Units 1,427 units Lease Expiration December 31, 2014 Renewal Options Three (3) periods of ten (10) years each Current Lease Coverage (1) 1.2x EBITDAR % of Portfolio Rent 12% of Annualized GAAP Rent |
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17 Market Capitalization (1) Includes amortization of debt issue cost. (2) Includes letter of credit fees. (3) Non-traded shares. Two million shares outstanding with a face rate of 8.5% and a liquidation value of $19.25 per share, convertible into common stock on a one-for-one basis. Our Series C preferred stock is not redeemable by us. (4) Traded on NYSE. (5) Closing price of our common stock as reported by the NYSE on September 28, 2012, the last trading of third quarter 2012. FINANCIAL (In thousands, except per share amounts and number of shares) Capitalization Bank borrowings - LIBOR + 125 bps 35,500 $ Senior unsecured notes -weighted average rate 5.17% (1) 185,800 Bonds payable - weighted average rate 2.21% (2) 2,635 Total debt 223,935 18% No. of shares Preferred stock -Series C (3) 38,500 3% Common stock (4) 30,498,068 31.85 $ (5) 971,363 79% Non-controlling interest 349 0% Total equity 1,010,212 82% 1,234,147 $ 100% Debt to Market Cap Debt & Preferred to Market Cap 18.1% 21.3% Equity Closing Price Market Capitalization At September 30, 2012 Debt Capitalization |
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18 Lease and Mortgage Loan Receivable Maturity LTCs investment portfolio has a long-term weighted roll-over maturity schedule. Over 80% of the portfolio has lease expirations after 2017. Over 23% of outstanding mortgage loans mature after 2017. FINANCIAL Investment Portfolio Maturity Schedule (as a % of total gross owned investment and mortgage loans outstanding) (dollar amounts in thousands) (1) We received a notice of prepayment from a borrower who holds seven mortgage loans secured by seven assisted living properties with a weighted average interest rate of 12.1%. We expect to receive a total of $15.2 million plus accrued interest on or about November 24, 2012 related to this payoff. (2) Reflects annualized contract rate of interest for loans, net of collectability reserves, if applicable. Rental Revenue and Interest Income Maturity Year % of Total % of Total % of Total 2012 - $ 0.0% 19 $ 0.4% 19 $ 0.0% 2013 453 0.5% 1,844 (1) 40.4% 2,297 2.4% 2014 12,951 14.1% 849 18.6% 13,800 14.3% 2015 2,539 2.8% 269 5.9% 2,808 2.9% 2016 2,129 2.3% 26 0.6% 2,155 2.2% 2017 1,615 1.8% 627 13.8% 2,242 2.3% 2018 11,262 12.3% 803 17.6% 12,065 12.5% 2019 1,596 1.7% 123 2.7% 1,719 1.9% 59,141 64.5% - - 59,141 61.5% Total 91,686 $ 100.0% 4,560 $ 100.0% 96,246 $ 100.0% Annualized GAAP Rental Income Interest Income (2) Total Rental & Interest Income Thereafter |
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19 Debt Maturity (in thousands) FINANCIAL (in thousands) Subsequent to September 30, 2012, we repaid $6.0 million under our Unsecured Credit Agreement. Reflects annualized contract rate of interest for loans, net of collectability reserves, if applicable. $ - $ - $ 600 $ 600 - 4,167 635 4,802 - 29,166 1,400 30,566 35,500 16,667 - 52,167 - 14,167 - 14,167 - 14,167 - 14,167 - 11,666 - 11,666 - 95,800 - 95,800 $ 35,500 $ 185,800 $ 2,635 $ 223,935 Total 2016 2017 Thereafter 2019 Year 2018 2013 2014 Unsecured Line of Credit (1) Senior Unsecured Notes (2) Bonds Payable (2) Total 2015 Debt Structure |
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20 Financial Data Summary FINANCIAL (dollar amounts in thousands) (1) Gross asset value represents undepreciated book value. Balance Sheet and Coverage Ratios 12/31/09 12/31/10 12/31/11 9/30/12 Net real estate assets $444,163 $515,983 $599,916 $661,132 Total assets 490,593 561,264 647,097 709,833 Total debt 25,410 91,430 159,200 223,935 Total liabilities 36,280 103,742 178,387 244,943 Preferred stock 186,801 126,913 38,500 38,500 Total equity 454,313 457,522 468,710 464,890 Debt to gross asset value ratio (1) 4.0% 12.7% 19.3% 24.8% Debt & preferred stock to gross asset value ratio (1) 33.4% 30.3% 24.0% 29.1% Debt to market capitalization ratio 3.0% 9.5% 14.0% 18.1% Debt & preferred stock to market capitalization ratio 25.1% 23.0% 17.4% 21.3% Debt to normalized EBITDA 0.4x 1.4x 2.1x 2.8x Normalized interest coverage ratio 25.4x 24.5x 11.7x 9.0x Normalized fixed charge coverage ratio 3.5x 4.0x 6.3x 6.6x Trailing twelve months ended |
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21 Financial Data Summary FINANCIAL FINANCIAL (dollar amounts in thousands) Non-Cash Rental Revenue Components (1) Projections based on current in-place leases assuming no modification or replacement of existing leases and no new leased investments are added to our portfolio. Reconciliation of Normalized EBITDA and Fixed Charges $ 866 $ 917 $ 712 $ 638 $ 547 (165) (165) (165) (165) (165) $ 701 $ 752 $ 547 $ 473 $ 382 3Q12 (1) Straight-line rent Amort of lease inducement Net 3Q13 (1) 2Q13 (1) 1Q13 (1) 4Q12 (1) Trailing twelve months ended 12/31/09 12/31/10 12/31/11 9/30/12 Net income $ 44,360 $ 46,053 $ 49,443 $ 51,153 Less: Gain on sale - (310) - (16) Add: Interest expense 2,418 2,653 6,434 9,018 Add: Depreciation and amortization (including discontinued operations) 14,822 16,109 19,623 21,602 Adjusted EBITDA 61,600 64,505 75,500 81,757 (Deduct)/Add back: Non-recurring one-time items (198) 467 - (347) Normalized EBITDA $ 61,402 $ 64,972 $ 75,500 $ 81,410 Interest expense $ 2,418 $ 2,653 $ 6,434 $ 9,018 Preferred stock dividend 15,141 13,662 5,512 3,272 Fixed Charges $ 17,559 $ 16,315 $ 11,946 $ 12,290 |
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Consolidated Statements of Income 22 FINANCIAL (dollar amounts in thousands, except per share amounts, unaudited) 2012 2011 2012 2011 Revenues Rental income 22,295 $ 19,620 $ 64,342 $ 57,139 $ Interest from mortgage loans 1,398 1,582 4,361 4,851 Interest and other income 96 229 818 876 Total revenues 23,789 21,431 69,521 62,866 Expenses Interest expense 2,988 1,794 7,025 4,441 Depreciation and amortization 5,925 4,949 16,461 14,407 Acquisition costs 205 60 387 225 Operating and other expenses 2,167 2,180 7,115 6,879 Total expenses 11,285 8,983 30,988 25,952 Income from continuing operations 12,504 12,448 38,533 36,914 Discontinued operations: Loss from discontinued operations - (25) - (75) Gain on sale of assets, net - - 16 - Net loss from discontinued operations - (25) 16 (75) Net income 12,504 12,423 38,549 36,839 Income allocated to non-controlling interests (9) (48) (30) (144) Net income attributable to LTC Properties, Inc. 12,495 12,375 38,519 36,695 Income allocated to participating securities (94) (85) (279) (259) Income allocated to preferred stockholders (818) (818) (2,454) (8,260) Net income available to common stockholders 11,583 $ 11,472 $ 35,786 $ 28,176 $ Basic earnings per common share: $0.38 $0.38 $1.18 $0.98 Diluted earnings per common share: $0.38 $0.38 $1.18 $0.97 Weighted average shares used to calculate earnings per common share Basic 30,253 30,137 30,219 28,874 Diluted 30,293 30,156 30,263 28,902 September 30, Nine Months Ended Three Months Ended September 30, |
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Consolidated Balance Sheets 23 FINANCIAL (amounts in thousands) December 31, 2011 December 31, 2011 (unaudited) (unaudited) ASSETS LIABILITIES Real estate investments: Bank borrowings 35,500 $ 56,000 $ Land 63,121 $ 57,392 $ Senior unsecured notes 185,800 100,000 Buildings and improvements 742,638 664,758 Bonds payable 2,635 3,200 Accumulated depreciation and amortization (192,895) (176,546) Accrued interest 2,320 1,356 Net operating real estate property 612,864 545,604 Earn-out liabilities 6,634 6,305 Accrued expenses and other liabilities 12,054 11,440 Properties held-for-sale, net of accumulated depreciation Accrued expenses and other liabilities and amortization: 2012 - $0; 2011 - $1,650 - 1,231 related to properties held-for-sale - 86 Net real estate property 612,864 546,835 Total liabilities 244,943 178,387 Mortgage loans receivable, net of allowance for doubtful accounts: 2012 - $873; 2011 - $921 48,268 53,081 EQUITY Real estate investments, net 661,132 599,916 Preferred stock (1) 38,500 38,500 Common stock (2) 305 303 Capital in excess of par value 509,431 507,343 Other assets: Cumulative net income 711,262 672,743 Cash and cash equivalents 8,274 4,408 Other 160 199 Debt issue costs, net 3,218 2,301 Cumulative distributions (795,117) (752,340) Interest receivable 1,035 1,494 Total LTC stockholders' equity 464,541 466,748 Straight-line rent receivable, net of allowance for doubtful accounts: 2012 - $1,545; 2011 - $1,519 25,945 23,772 Non-controlling interests 349 1,962 Prepaid expenses and other assets 7,222 7,904 Notes receivable 3,007 817 Total equity 464,890 468,710 Marketable securities - 6,485 Total assets 709,833 $ 647,097 $ Total liabilities and equity 709,833 $ 647,097 $ (1) Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2012 - 2,000; 2011 - 2,000 (2) Common stock $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2012 - 30,498; 2011 - 30,346 September 30, 2012 September 30, 2012 |
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Funds from Operations 24 FINANCIAL (dollar amounts in thousands, except per share amounts)) Normalized FFO, AFFO, and FAD Reconciliation 2012 2011 2012 2011 Net income available to common stockholders 11,583 $ 11,472 $ 35,786 $ 28,176 $ Add: Depreciation and amortization (continuing and discontinued operations) 5,925 4,974 16,461 14,482 Less: Gain on sale of real estate, net - - (16) - FFO available to common stockholders 17,508 16,446 52,231 42,658 Add: Preferred stock redemption charge - - - 3,566 (1) Add: Preferred stock redemption dividend - - - 472 (2) Add: Non-cash interest related to earn-out liabilities 110 177 330 354 Add: Non-recurring one time items - - (347) (3) - Normalized FFO available to common stockholders 17,618 16,623 52,214 47,050 Less: Non-cash rental income (701) (912) (1,704) (2,268) Normalized adjusted FFO (AFFO) 16,917 15,711 50,510 44,782 Add: Non-cash compensation charges 445 374 1,355 1,095 Normalized funds available for distribution (FAD) 17,362 $ 16,085 $ 51,865 $ 45,877 $ $0.57 $0.54 $1.69 $1.46 $0.57 $0.54 $1.69 $1.60 $0.55 $0.51 $1.64 $1.53 $0.56 $0.52 $1.68 $1.56 (1) (2) (3) Diluted normalized FAD per share Nine Months Ended September 30, September 30, Three Months Ended Represents the original issue costs related to the redemption of the remaining Series F preferred stock. Represents the dividends on the Series F preferred stock up to the redemption date. Diluted FFO available to common stockholders per share Diluted normalized FFO available to common stockholders per share Diluted normalized AFFO per share Respresents revenue from the Sunwest bankruptcy settlement distribution. |
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Funds from Operations 25 FINANCIAL (dollar amounts in thousands, except per share amounts)) Normalized FFO Per Share Reconciliation 2011 2011 Normalized FFO available to common stockholders $ 17,618 $ 16,623 $ 52,214 $ 47,050 Effect of dilutive securities: Participating securities 94 85 279 259 Convertible preferred securities 818 818 2,454 2,454 Convertible non-controlling interests 9 48 30 144 Normalized diluted FFO available to common stockholders $ 18,539 $ 17,574 $ 54,977 $ 49,907 30,253 30,137 30,219 28,874 Effect of dilutive securities: Stock options 40 19 44 28 Participating securities 208 204 208 206 Convertible preferred securities 2,000 2,000 2,000 2,000 Convertible non-controlling interests 20 113 23 113 Shares for diluted FFO per share 32,521 32,473 32,494 31,221 $0.58 $0.55 $1.73 $1.63 $0.57 $0.54 $1.69 $1.60 Diluted normalized FFO per share Shares for basic FFO per share Basic normalized FFO per share 2012 2012 Three Months Ended September 30, Nine Months Ended September 30, |
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26 GLOSSARY Glossary Adjusted Funds From Operations (AFFO): FFO excluding the effects of non - cash rental income. Assisted Living Properties (ALF): Senior housing properties serving elderly persons who require assistance with activities of daily living, but do not require the constant supervision skilled nursing properties provide. Services are usually available 24 hours a day and include personal supervision and assistance with eating, bathing, grooming and administering medication. The facilities provide a combination of housing, supportive services, personalized assistance and health care designed to respond to individual needs. Contractual Lease Rent: Rental revenue as defined by the lease agreement between us and the operator for the lease year. EBITDA: Earnings before interest, taxes, depreciation and amortization. EBITDAR Coverage: From the operator financial statements, the trailing twelve months earnings before interest, taxes, depreciation, amortization, and rent divided by the operators contractual lease rent. Management fees are imputed at 5% of revenues. EBITDARM Coverage: From the operator financial statements, the trailing twelve months earnings before interest, taxes, depreciation, amortization, rent and management fees divided by the operators contractual lease rent. Funds Available for Distribution (FAD): FFO excluding the effects of non - cash rental income and non - cash compensation charges. Funds From Operations (FFO): As defined by the National Association of Real Estate Investment Trusts (NAREIT), net income available to common stockholders (computed in accordance with U.S. GAAP) excluding gains or losses on the sale of real estate and impairment write - downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. GAAP Lease Yield: GAAP rent divided by the purchase price. GAAP Rent: Total rent we will receive as a fixed amount over the life of the lease and recognize d evenly over that life. GAAP rent recorded in the early years of a lease is higher than the cash rent received and during the later years of the lease, the cash rent received is higher than GAAP rent recognized. GAAP rent is commonly referred to as straight - line rental income. Gross Asset Value: Represents undepreciated book value. Gross Investment: Original price paid for an asset plus capital improvements funded by LTC Properties, Inc. (LTC), without any depreciation deductions. Gross Investment is commonly referred to as undepreciated book value. Independent Living Properties (ILF): Senior housing properties offer ing numerous levels of service, such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, on-site security and emergency response programs. Many offer on - site conveniences like beauty/barber shops, fitness facilities, game rooms, libraries and activity centers. ILFs are also known as retirement communities or senior apartments. |
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27 GLOSSARY Glossary Interest Income: Represents interest income from mortgage loans. Licensed Beds/Units: The number of beds and/or units that an operator is authorized to operate at a senior housing property. Licensed beds and/or u nits may differ from the number of beds and/or units in service at any given time. Metropolitan Statistical Areas ( MSA) is a geographic entity defined by the Office of Management and Budget (OMB) for use by Federal statistical agencies in collecting, tabulating, and publishing Federal statistics. The term "Core Based Statistical Area" (CBSA) is a collective term for both metro and micro areas. A metropolitan area contains a core urban area of 50,000 or more population, and a micropolitan area contains an urban core of at least 10,000 (but less than 50,000) population. Each metro or micro area consists of one or more counties and includes the counties containing the core urban area, as well as any adjacent counties that have a high degree of social and economic integration (as measured by commuting to work) with the urban core. Net Real Estate Assets: Gross investment less accumulated depreciation. Net Real Estate Asset is commonly referred to as Net Book Value (NBV). Non-cash Rental Income: Straight - line rental income and amortization of lease inducement. Non-cash Compensation Charges: Vesting expense relating to stock options and restricted stock. Normalized AFFO: FFO adjusted for non-recurring, infrequent or unusual items and excludes the non-cash rental income. Normalized FAD: FFO adjusted for non-recurring, infrequent or unusual items and excludes the non-cash rental income and non-cash compensation charges. Normalized FFO: FFO adjusted for non-recurring, infrequent or unusual items. Occupancy: The weighted average percentage of all beds and/or units that are occupied at a given time. The calculation uses the trailing twelve months and is based on licensed beds and/or units which may differ from the number of beds and/or units in service at any given time. Operator Financial Statements: Property level operator financial statements are unaudited and have not been independently verified by us. Other Senior Housing: Senior housing properties consisting of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services. Private Pay: Private pay includes private insurance, HMO, VA, and other payors. Purchase Price: Represents the fair value price of an asset that is exchanged in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets; it is not a forced transaction (for example, a forced liquidation or distress sale). |
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28 GLOSSARY Glossary Quality Mix: LTC revenue by operator underlying payor source for the quarter presented. LTC is not a Medicaid or a Medicare recipient. Statistics represent LTC's rental revenues times operators' underlying payor source revenue percentage. Underlying payor source revenue percentage is calculated from property level operator financial statements which are unaudited and have not been independently verified by us. Rental Income: Represents GAAP rent net of amortized lease inducement cost from continuing and discontinued operations. Same Property Portfolio (SPP): Same property statistics allow management to evaluate the performance of LTCs leased property portfolio under a consistent population, which eliminates the changes in the composition of our portfolio of properties. We identify our same property portfolio as stabilized properties that are, and remained, in operations for the duration of the quarter-over quarter comparison periods presented. Accordingly, it takes a stabilized property a minimum of 12 months in operations to be included in our same property portfolio. Schools: An institution for educating students which include private and charter schools. Private schools are not administered by local, state or national governments; therefore, funded in whole or part by student tuition rather than government funded. Charter schools provide an alternative to the traditional public school. Charter schools are generally autonomous entities authorized by the state or locality to conduct operations independent from the surrounding public school district. Laws vary by state, but generally charters are granted by state boards of education either directly or in conjunction with local school districts or public universities. Operators are granted charters to establish and operate schools based on the goals and objectives set forth in the charter. Upon receipt of a charter, schools receive an annuity from the state for each student enrolled. Skilled Nursing Properties (SNF): Senior housing properties providing restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at acute care hospitals. Many SNFs provide ancillary services that include occupational, speech, physical, respiratory and IV therapies, as well as sub-acute care services which are paid either by the patient, the patients family, private health insurance, or through the federal Medicare or state Medicaid programs. Stabilized: Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when occupancy reaches 80% at a SNF or 90% at an ALF) or 12 months from the acquisition date. Newly completed developments, including redevelopments, major renovations, and property additions, are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Under Development Properties (UDP): Development projects to construct senior housing properties. |
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