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, 2017
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition
On November 8, 2017, LTC Properties, Inc. announced the operating results for the three months ended September 30, 2017. 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
99.1 |
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99.2 |
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LTC Properties, Inc. Supplemental Information Package for the period ending September 30, 2017. |
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, 2017 |
By: |
/s/ WENDY L. SIMPSON |
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Wendy L. Simpson |
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Chairman, CEO & President |
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FOR IMMEDIATE RELEASE |
LTC REPORTS 2017 THIRD QUARTER RESULTS;
ANNOUNCES NEW INVESTMENT
WESTLAKE VILLAGE, CALIFORNIA, November 8, 2017 LTC Properties, Inc. (NYSE: LTC), a real estate investment trust that primarily invests in seniors housing and health care properties, today announced operating results for its third quarter ended September 30, 2017
Net income available to common stockholders was $20.5 million, or $0.52 per diluted share, for the 2017 third quarter, compared with $22.3 million, or $0.57 per diluted share, for the same period in 2016. Funds from Operations (FFO) increased to $30.1 million for the 2017 third quarter, up from $29.7 million for the comparable 2016 period. FFO per diluted common share was $0.76 for the quarters ended September 30, 2017 and 2016.
The decrease in net income available to common stockholders was primarily due to higher interest expense resulting from the sale of $100.0 million of senior unsecured notes in 2017, a decrease in revenue primarily related to a master lease that was placed on cash basis and the reduction of rent related to properties sold in the second quarter of 2017, and a net gain on sale of $1.8 million in the 2016 third quarter, partially offset by higher income from unconsolidated joint ventures in 2017.
Subsequent to September 31, 2017, LTC acquired a newly constructed 73-unit assisted living and memory care community in Missouri for $16.6 million. The property was added to an existing master lease agreement at an initial cash yield of 7%.
Conference Call Information
LTC will conduct a conference call on Thursday, November 9, 2017, at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time), to provide commentary on its performance and operating results for the quarter ended September 30, 2017. The conference call is accessible by telephone and the internet. Telephone access will be available by dialing 877-510-2862 (domestically) or 412-902-4134 (internationally). To participate in the webcast, go to LTCs website at www.LTCreit.com 15 minutes before the call to download the necessary software.
An audio replay of the conference call will be available from November 9 through November 23, 2017 and may be accessed by dialing 877-344-7529 (domestically) or 412-317-0088 (internationally) and entering conference number 10113608. Additionally, an audio archive will be available on LTCs website on the Presentations page of the Investor Information section, which is under the Investors tab. LTCs earnings release and supplemental information package for the current period will be available on its website on the Press Releases and Presentations pages, respectively, of the Investor Information section which is under the Investors tab.
About LTC
LTC is a self-administered real estate investment trust that primarily invests in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. At September 30, 2017, LTC had 201 investments located in 28 states comprising 103 assisted living communities, 97 skilled nursing centers and 1 behavioral health care hospital. Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property type. For more information on LTC Properties, Inc., visit the Companys website at www.LTCreit.com, or connect with us on Twitter @LTCreit and LinkedIn.
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 LTCs most recent Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and its 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 LTC 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.
(financial tables follow)
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2017 |
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2016 |
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2017 |
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2016 |
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(unaudited) |
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(unaudited) |
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Revenues: |
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Rental income |
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$ |
33,233 |
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$ |
33,753 |
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$ |
103,533 |
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$ |
98,705 |
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Interest income from mortgage loans |
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6,677 |
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6,958 |
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20,050 |
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20,347 |
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Interest and other income |
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1,336 |
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131 |
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2,753 |
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390 |
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Total revenues |
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41,246 |
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40,842 |
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126,336 |
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119,442 |
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Expenses: |
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Interest expense |
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7,644 |
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6,836 |
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22,266 |
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19,586 |
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Depreciation and amortization |
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9,519 |
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9,155 |
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28,186 |
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26,623 |
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Impairment charges |
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1,880 |
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(Recovery) provision for doubtful accounts |
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(96 |
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43 |
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(139 |
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245 |
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Transaction costs |
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34 |
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2 |
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56 |
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96 |
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General and administrative expenses |
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4,144 |
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4,464 |
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13,270 |
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12,864 |
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Total expenses |
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21,245 |
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20,500 |
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65,519 |
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59,414 |
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Operating income |
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20,001 |
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20,342 |
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60,817 |
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60,028 |
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Income from unconsolidated joint ventures |
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615 |
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289 |
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1,635 |
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839 |
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Gain on sale of real estate, net |
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1,780 |
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5,054 |
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3,582 |
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Net income |
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20,616 |
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22,411 |
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67,506 |
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64,449 |
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Income allocated to participating securities |
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(80 |
) |
(90 |
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(281 |
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(296 |
) | ||||
Net income available to common stockholders |
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$ |
20,536 |
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$ |
22,321 |
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$ |
67,225 |
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$ |
64,153 |
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Earnings per common share: |
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Basic |
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$ |
0.52 |
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$ |
0.57 |
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$ |
1.71 |
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$ |
1.68 |
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Diluted |
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$ |
0.52 |
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$ |
0.57 |
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$ |
1.70 |
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$ |
1.68 |
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Weighted average shares used to calculate earnings per common share: |
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Basic |
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39,428 |
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39,057 |
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39,403 |
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38,161 |
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Diluted |
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39,748 |
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39,335 |
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39,738 |
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38,455 |
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Dividends declared and paid per common share |
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$ |
0.57 |
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$ |
0.54 |
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$ |
1.71 |
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$ |
1.62 |
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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. The Company believes FFO, AFFO and FAD 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 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 like 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 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 have a different interpretation of the current NAREIT definition from that of 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, amortization of lease inducement, effective interest income and deferred income from unconsolidated joint ventures. 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. Effective interest method, as required by GAAP, is a technique for calculating the actual interest rate for the term of a mortgage loan based on the initial origination value. Similar to the accounting methodology of straight-line rent, the actual interest rate is higher than the stated interest rate in the early years of the mortgage loan thus creating an effective interest receivable asset included in the interest receivable line item in our consolidated balance sheet and reduces down to zero when, at some point during the mortgage loan, the stated interest rate is higher than the actual interest rate. By excluding the non-cash portion of rental income, interest income from mortgage loans and income from unconsolidated joint ventures, 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, capitalized interest and non-cash interest 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 dividend coverage between REITs. Normalized FAD represents FAD adjusted for certain items detailed in the reconciliations.
While the Company uses FFO, Normalized FFO, AFFO, Normalized AFFO, FAD and Normalized FAD as supplemental performance measures of our cash flow generated by operations and cash available for distribution to stockholders, such measures are not representative of cash generated from operating activities in accordance with 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, AFFO and FAD
The following table reconciles GAAP net income available to common stockholders to each of NAREIT FFO attributable to common stockholders and normalized FFO attributable to common stockholders, as well as normalized AFFO and normalized FAD (unaudited, amounts in thousands, except per share amounts):
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2017 |
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2016 |
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2017 |
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2016 |
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GAAP net income available to common stockholders |
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$ |
20,536 |
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$ |
22,321 |
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$ |
67,225 |
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$ |
64,153 |
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Add: Depreciation and amortization |
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9,519 |
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9,155 |
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28,186 |
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26,623 |
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Add: Impairment charges |
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1,880 |
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Less: Gain on sale of real estate, net |
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(1,780 |
) |
(5,054 |
) |
(3,582 |
) | ||||
NAREIT FFO attributable to common stockholders |
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30,055 |
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29,696 |
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92,237 |
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87,194 |
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Less: Non-cash rental income |
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(1,485 |
) |
(2,278 |
) |
(5,681 |
) |
(6,755 |
) | ||||
Less: Non-cash other income |
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(842 |
) |
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|
(842 |
) |
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Less: Effective interest income from mortgage loans |
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(1,394 |
) |
(1,352 |
) |
(4,102 |
) |
(3,907 |
) | ||||
Less: Deferred income from unconsolidated joint ventures |
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(47 |
) |
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(141 |
) |
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Adjusted FFO (AFFO) |
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26,287 |
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26,066 |
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81,471 |
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76,532 |
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Add: Non-cash compensation charges |
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1,283 |
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1,130 |
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3,967 |
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3,149 |
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Add: Non-cash interest related to earn-out liabilities |
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125 |
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223 |
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476 |
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538 |
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Less: Capitalized interest |
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(256 |
) |
(251 |
) |
(627 |
) |
(1,193 |
) | ||||
Funds available for distribution (FAD) |
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$ |
27,439 |
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$ |
27,168 |
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$ |
85,287 |
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$ |
79,026 |
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NAREIT Basic FFO attributable to common stockholders per share |
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$ |
0.76 |
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$ |
0.76 |
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$ |
2.34 |
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$ |
2.28 |
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NAREIT Diluted FFO attributable to common stockholders per share |
|
$ |
0.76 |
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$ |
0.76 |
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$ |
2.33 |
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$ |
2.28 |
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NAREIT Diluted FFO attributable to common stockholders |
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$ |
30,135 |
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$ |
29,786 |
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$ |
92,518 |
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$ |
87,490 |
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Weighted average shares used to calculate NAREIT diluted FFO per share attributable to common stockholders |
|
39,748 |
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39,335 |
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39,738 |
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38,455 |
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Diluted AFFO |
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$ |
26,367 |
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$ |
26,156 |
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$ |
81,752 |
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$ |
76,828 |
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Weighted average shares used to calculate diluted AFFO per share |
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39,748 |
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39,335 |
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39,738 |
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38,455 |
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Diluted FAD |
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$ |
27,519 |
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$ |
27,258 |
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$ |
85,568 |
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$ |
79,322 |
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Weighted average shares used to calculate diluted FAD per share |
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39,748 |
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39,335 |
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39,738 |
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38,455 |
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LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share)
|
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September 30, 2017 |
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December 31, 2016 |
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(unaudited) |
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(audited) |
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ASSETS |
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Investments: |
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Land |
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$ |
121,897 |
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$ |
116,096 |
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Buildings and improvements |
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1,227,044 |
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1,185,467 |
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Accumulated depreciation and amortization |
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(294,725 |
) |
(275,861 |
) | ||
Operating real estate property, net |
|
1,054,216 |
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1,025,702 |
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Properties held-for-sale, net of accumulated depreciation: 2017$4,264; 2016$0 |
|
6,381 |
|
|
| ||
Real property investments, net |
|
1,060,597 |
|
1,025,702 |
| ||
Mortgage loans receivable, net of loan loss reserve: 2017$2,234; 2016$2,315 |
|
221,861 |
|
229,801 |
| ||
Real estate investments, net |
|
1,282,458 |
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1,255,503 |
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Notes receivable, net of loan loss reserve: 2017$166; 2016$166 |
|
16,402 |
|
16,427 |
| ||
Investments in unconsolidated joint ventures |
|
29,862 |
|
25,221 |
| ||
Investments, net |
|
1,328,722 |
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1,297,151 |
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|
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Other assets: |
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|
|
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Cash and cash equivalents |
|
3,842 |
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7,991 |
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Debt issue costs related to bank borrowings |
|
1,080 |
|
1,847 |
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Interest receivable |
|
13,650 |
|
9,683 |
| ||
Straight-line rent receivable, net of allowance for doubtful accounts: 2017$901; 2016$960 |
|
61,070 |
|
55,276 |
| ||
Prepaid expenses and other assets |
|
22,829 |
|
22,948 |
| ||
Total assets |
|
$ |
1,431,193 |
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$ |
1,394,896 |
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LIABILITIES |
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Bank borrowings |
|
$ |
55,000 |
|
$ |
107,100 |
|
Senior unsecured notes, net of debt issue costs: 2017$1,183; 2016$1,009 |
|
582,950 |
|
502,291 |
| ||
Accrued interest |
|
4,108 |
|
4,675 |
| ||
Accrued incentives and earn-outs |
|
8,790 |
|
12,229 |
| ||
Accrued expenses and other liabilities |
|
23,710 |
|
28,553 |
| ||
Total liabilities |
|
674,558 |
|
654,848 |
| ||
|
|
|
|
|
| ||
EQUITY |
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 201739,571; 201639,221 |
|
396 |
|
392 |
| ||
Capital in excess of par value |
|
855,746 |
|
839,005 |
| ||
Cumulative net income |
|
1,080,949 |
|
1,013,443 |
| ||
Cumulative distributions |
|
(1,180,456 |
) |
(1,112,792 |
) | ||
Total equity |
|
756,635 |
|
740,048 |
| ||
Total liabilities and equity |
|
$ |
1,431,193 |
|
$ |
1,394,896 |
|
Oxford Villa Wichita, KS Thrive at West Chester West Chester Township, OH Supplemental Operating & Financial Data September 2017
2 Execution of Growth Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Portfolio Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Real Estate Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-13 Portfolio Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 14 Portfolio Diversification . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 15-18 Portfolio Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Enterprise Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Debt Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 21 Financial Data Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 22-23 Income Statement Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Funds from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-27 Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28-29 Forward-Looking Statements & Non-GAAP . . . . . . . . . . . . . . . . . . . . 30 Table of Contents
WENDY SIMPSON Chairman, Chief Executive Officer and President PAM KESSLER Executive Vice President, CFO and Secretary CLINT MALIN Executive Vice President and Chief Investment Officer CECE CHIKHALE Senior Vice President, Controller and Treasurer DOUG KOREY Senior Vice President of Business Development PETER LYEW Vice President and Director of Taxes 3 Leadership GIBSON SATTERWHITE Vice President, Asset Management
BMO Capital Markets Corp . . . . . . . . . . . . . John Kim Cantor Fitzgerald. . . . . . . . . . . . . . . . . . . . . . Joseph France Capital One Securities, Inc. . . . . . . . . . . . . . Daniel Bernstein D.A.Davidson. . . . . . . . . . . . . . . . . . . . . . . . . Doug Christopher JJ.B. Hilliard, W.L. Lyons, Inc.. . . . . . . . . . . John Roberts JMP Securities . . . . . . . . . . . . . . . . . . . . . . . Peter Martin KeyBanc Capital Markets, Inc.. . . . . . . . . . . Jordan Sadler Mitsubishi - MUFG . . . . . . . . . . . . . . . . . . . . Karin Ford Mizuho Securities USA Inc. . . . . . . . . . . . . . Rich Anderson RBC Capital Markets Corporation. . . . . . . . Chad Vanacore Wells Fargo Securities, LLC. . . . . . . . . . . . . . Todd Stender Any opinions, estimates, or forecasts regarding LTCs performance made by the analysts listed above do not represent the opinions, estimates, and forecasts of LTC or its management. 4 Analyst Coverage Thrive at Athens Athens, GA
$1.3 Billion in Total Investments Underwritten Millions Oxford Grand 5 Execution of Growth Strategy $9 $68 $44 $12 $112 $39 $94 $109 $245 $185 $25 $414 $142 $71 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 2010 2011 2012 2013 2014 2015 2016 2017 YTD Development/Expansions/Renovations Total Investment
Gross Real Property $1.4B Loans Receivable $0.2B Includes contractual rental income and interest income from mortgage loans and excludes rental income from properties sold and interest income from loans that paid off during the twelve months ended September 30, 2017. Includes three development projects consisting of two memory care communities with a total of 132 units and a skilled nursing center with 143 beds. Includes one behavioral health care hospital and three parcels of land. 6 Portfolio Overview (dollar amounts in thousands) 85.8% 14.2% Type of Property Gross Investments Skilled Nursing 97 $ 803,853 50.8% $ 68,435 $ 26,300 57.8% Assisted Living 103 743,015 46.9% 68,273 - 41.7% Under Development (2) - 26,597 1.7% - - - Other (3) 1 10,216 0.6% 866 - 0.5% Total 201 $ 1,583,681 100.0% $ 137,574 $ 26,300 100.0% Trailing Twelve Months Ended September 30, 2017 # of Properties % of Investments Rental Income (1) Interest Income (1) % of Revenues
Real Estate Activities Canterfield of Ocala Ocala, FL
Commitments may include capital improvement or development allowances for approved projects but excludes incentive payments and contingent payments. For a comprehensive list of our commitments, see our Quarterly Report on Form 10-Q. See page 10 for development activities. Represents purchase of land and initial improvements. Transitioned two memory care communities in our portfolio from Clarity Pointe to Thrive. The Thrive master lease was amended and restated to include these two memory care communities, along with the property in West Chester, OH. The GAAP rent under the Thrive amended and restated master lease on six properties (five in lease-up and one stabilized) is approximately $6,400 which represents a lease rate of 7.35% which excludes future annual variable rent escalators. Acquisitions Loan Originations Represents year-to-date GAAP interest income. Represents the origination of a 4-year first mortgage loan for $12,250, funding $7,750 at closing with the remaining commitment of $4,500 available for approved capital improvement projects. Additionally, we committed $8,000 to be funded upon the properties achieving certain predetermined coverage thresholds. Represents a mezzanine loan secured by a second mortgage on two skilled nursing centers in Oregon. Represents a mezzanine loan on a portfolio of 64 skilled nursing centers located in eight states. 8 Real Estate Activities Acquisitions and Loan Originations (dollar amounts in thousands) # of Properties # Beds/Units Location Operator Date of Construction Purchase Price 2016 2/1 1 SNF 126 beds Mansfield, TX Fundamental 2015 8.50% 16,000 $ - $ 4/21 1 MC 60 units Louisville, KY Clarity Pointe 2016 - (4) 14,250 - 4/29 2 MC 120 units Wichita & Overland Park, KS Anthem Memory Care 2011/2013 8.00% 25,000 750 6/14 1 ALF/MC 70 units Athens, GA Thrive Senior Living 2016 - (4) 14,300 - 9/30 1 UDP (2)(3) 143 beds Union, KY Carespring 2016-2018 8.50% 5,300 19,025 10/28 1 UDP (2) 66 units Oak Lawn, IL Anthem Memory Care 2016-2018 9.00% 1,591 12,878 7 316 units/269 beds 76,441 $ 32,653 $ 2017 6/16 2 ALF/MC/ILF 180 units Clovis, CA Frontier 2014/2016 7.00% 38,813 $ - $ 6/23 1 MC 60 units West Chester, OH Thrive Senior Living 2017 - (4) 15,650 - 10/31 1 ALF/MC 73 units Kansas City, M0 Oxford Senior Living 2017 7.00% 16,555 - 4 313 units 71,018 $ - $ Date Property Type Additional Commitment (1) Initial Cash Yield # of Properties Property Type # Beds/ Units Location Loan Type Maturity Date Operator Origination 2016 4/29 2 SNF 216 beds East Lansing, MI Mortgage Apr-20 Prestige Healthcare 12,250 $ (2) 8,702 $ 590 $ 9.41% 8/31 2 SNF 146 beds Albany & Florence, OR Mezzanine Sep-21 Regency Pacific 1,400 (3) 1,200 137 15.00% 12/22 64 SNF 7,786 beds Various states Mezzanine Nov-21 Genesis 12,500 (4) 12,500 1,162 68 26,150 $ 22,402 $ 1,889 $ LIBOR +11.75% 8,148 beds Date Total Funded to Date 2017 YTD Revenue (1) Stated Interest Rate
Real Estate Activities Unconsolidated Joint Ventures (dollar amounts in thousands) Currently, 6% is paid in cash and 9% is deferred. Currently, 10% is paid in cash and 5% is deferred. In the 2nd quarter of 2017, we funded $2,747 and withheld $653 which will be applied to interest. Currently, 10% is paid in cash and 5% is deferred. We're focused on building mutually beneficial partnerships based on trust, transparency and shared success. Wendy Simpson Chairman, CEO & President LTC Properties 9 Canterfield of Ocala Ocala, FL # of Projects 3Q17 Funding 2015 Peoria & Yuma, AZ 4 Senior Lifestyle ALF/MC/ILF Preferred Equity 15.00% (1) 585 units 25,650 $ 113 $ 23,014 $ 2,636 $ 2015 Ocala, FL 1 Canterfield UDP-ALF/IL/MC Mezzanine 15.00% (2) 99 units 2,900 - 2,900 - 2016 Fort Myers, FL 1 Canterfield UDP-ALF/MC Mezzanine 15.00% (3) 127 units 3,400 - 3,400 - 811 units 31,950 $ 113 $ 29,314 $ 2,636 $ Total Funded to Date Remaining Commitment Commitment Year Location Return Investment Commitment # Beds/ Units Operator Property Type Investment Type
Real Estate Activities De Novo Development (dollar amounts in thousands) Includes purchase of land and initial improvement funding, if applicable, and development commitment. Remaining Commitment is calculated as follows: Investment Commitment less Total Project Basis plus Total Capitalized Interest/Other. During the nine months ended September 30, 2017, we issued a notice of default on the master lease covering these two properties under development and nine additional operational memory care communities resulting from lessees partial payment of minimum rent. Subsequent to September 30, 2017, we entered into a forbearance agreement with our lessee whereby we have agreed to not pursue enforcement of our rights and remedies pertaining to known events of default under the master lease and guarantees through December 31, 2017, with the stipulation, among other conditions, that the lessee pay $400 per month toward their obligations of the master lease through December 31, 2017. Harvester Place Burr Ridge, IL 10 Rendering: Boonespring of Boone County Union, KY Location Operator # of Projects Property Type # Beds/ Units - (3) 2015 Glenview, IL Anthem 1 MC 9.00% 66 units 15,814 $ 1,723 $ 522 $ 11,913 $ 4,423 $ - (3) 2016 Oak Lawn, IL Anthem 1 MC 9.00% 66 units 14,469 1,123 125 4,969 9,625 4Q18 2016 Union, KY Carespring 1 SNF 8.50% 143 beds 24,325 1,616 300 9,715 14,910 Total 3 8.78% 132 units/143 beds 54,608 $ 4,462 $ 947 $ 26,597 $ 28,958 $ Remaining Commitment (2) Total Project Basis to Date Total Capitalized Interest/Other Estimated Rent/Interest Inception Date Commitment Year Investment Commitment (1) 3Q17 Funding Approximate Initial Cash Yield
Real Estate Activities Expansions & Renovations (dollar amounts in thousands) Commitments are part of the total loan commitment secured by 15 properties in Michigan operated by Prestige Healthcare. Interest payment increases upon each funding. Interest payment increases upon each funding. Mortgage Loans Medilodge of Richmond Richmond, MI 11 Project Type Operator # of Projects Property Type - (1) 2015 Expansion Richmond, MI Prestige Healthcare 1 SNF 10,000 $ 210 $ 9,378 $ 622 $ - (1) 2015 Expansion Rochester Hills, MI Prestige Healthcare 1 SNF 10,000 1 930 9,070 - (2) 2015 Renovation Farmington & Howell, MI Prestige Healthcare 2 SNF 5,000 220 1,580 3,420 - (2) 2016 Expansion Grand Blanc, MI Prestige Healthcare 1 SNF 5,500 889 1,832 3,668 - (2) 2016 Renovation East Lansing, MI Prestige Healthcare 2 SNF 4,500 185 952 3,548 Total 7 35,000 $ 1,505 $ 14,672 $ 20,328 $ Total Funded to Date Remaining Commitment Investment Commitment 3Q17 Funding 9.41% Estimated Interest Inception Date Commitment Year Location Approximate Initial Cash Yield 9.41% 9.41% 9.41% 9.41%
Real Estate Activities Lease-Up (dollar amounts in thousands) Lease-Up Represents date of Certificate of Occupancy. Total Investment for acquisitions include closing costs. During the nine months ended September 30, 2017, we issued a notice of default on the master lease covering two properties under development and nine additional operational memory care communities resulting from lessees partial payment of minimum rent. Subsequent to September 30, 2017, we entered into a forbearance agreement with our lessee whereby we have agreed to not pursue enforcement of our rights and remedies pertaining to known events of default under the master lease and guarantees through December 31, 2017, with the stipulation, among other conditions, that the lessee pay $400 per month toward their obligations of the master lease through December 31, 2017. Property was newly constructed and purchased following issuance of final certificate of occupancy and licensure. Transitioned two memory care communities in our portfolio from Clarity Pointe to Thrive. The Thrive master lease was amended and restated to include these two memory care communities, along with the property in West Chester, OH. The GAAP rent under the Thrive amended and restated master lease on six properties (five in lease-up and one stabilized) is approximately $6,400 which represents a lease rate of 7.35% which excludes future annual variable rent escalators. 12 Date Acquired Date Opened (1) Development Commitment Year Project Type Location Operator # of Projects Property Type Approximate Initial Cash Yield # of Units Oct-14 Feb-16 56% 2014 Development Burr Ridge, IL Anthem (3) 1 MC 9.30% 66 units 12,248 $ Sep-15 Aug-16 52% 2015 Development Murrieta, CA Anthem (3) 1 MC 9.00% 66 units 12,904 May-15 Jul-16 35% 2015 Development Tinley Park, IL Anthem (3) 1 MC 9.25% 66 units 11,962 3 198 units 37,114 $ Jun-17 Sep-16 73% N/A Acquisition Clovis, CA Frontier 1 MC/ILF 7.00% 73 units 17,226 $ Jun-17 Nov-14 77% N/A Acquisition Clovis, CA Frontier 1 ALF 7.00% 107 units 21,669 2 180 units 38,895 $ May-15 Nov-16 38% 2015 Development Wichita, KS Oxford Senior Living 1 ILF 7.43% 108 units 14,172 $ Apr-16 Mar-16 73% N/A Acquisition Louisville, KY Thrive Senior Living (5) 1 MC 60 units 14,178 $ Jun-16 May-16 84% N/A Acquisition (4) Athens, GA Thrive Senior Living (5) 1 ALF/MC 70 units 14,382 Feb-15 May-16 65% 2015 Development Corpus Christi, TX Thrive Senior Living (5) 1 MC 56 units 11,847 Feb-15 Sep-16 61% 2015 Development Murrells Inlet, SC Thrive Senior Living (5) 1 ALF/MC 89 units 15,935 Jun-17 Apr-17 45% 2017 Acquisition (4) West Chester, OH Thrive Senior Living (5) 1 MC 60 units 15,909 5 7.35% (5) 335 units 72,251 $ Total 11 821 units 162,432 $ Occupancy at 9/30/17 Total Investment (2)
Real Estate Activities Lease-Up History Lease-Up History 13 Represents date of Certificate of Occupancy. Property meets the definition of stabilized but has not yet achieved the applicable occupancy threshold. The occupancy for the Mansfield, TX and Jacksonville, FL properties at September 30, 2017 are 71% and 58%, respectively. Property Location Operator Property Type Project Type # Beds/Units Date Acquired Date Opened (1) Date Stabilized # of months to Stabilization Highline Place Littleton, CO Anthem MC Development 60 units May 2012 Jul 2013 Sep 2013 2 Willowbrook Place - Kipling Littleton, CO Anthem MC Development 60 units Sep 2013 Aug 2014 Dec 2015 16 Chelsea Place Aurora, CO Anthem MC Development 48 units Sep 2013 Dec 2014 Mar 2016 15 Greenridge Place Westminster, CO Anthem MC Development 60 units Dec 2013 Feb 2015 Feb 2017 24 Coldspring Transitional Care Center Cold Spring, KY Carespring SNF Development 143 beds Dec 2012 Nov 2014 Jun 2016 19 Hillside Heights Rehabilitation Suites Amarillo, TX Fundamental SNF Redevelopment 120 beds Oct 2011 Jul 2013 Aug 2013 1 Pavilion at Glacier Valley Slinger, WI Fundamental SNF Redevelopment 106 beds Feb 2015 Feb 2014 Feb 2016 24 Pavilion at Creekwood (2) Mansfield, TX Fundamental SNF Acquisition 126 beds Feb 2016 Jul 2015 Feb 2017 12 Mustang Creek Estates Frisco, TX Mustang Creek Mgmt ALF/MC Development 80 units Dec 2012 Oct 2014 Dec 2015 14 The Oxford Grand Wichita, KS Oxford Senior Living ALF/MC Development 77 units Oct 2012 Oct 2013 Sep 2014 11 Thrive at Deerwood (2) Jacksonville, FL Thrive Senior Living MC Acquisition 60 units Sep 2015 Jul 2015 Jul 2017 24
Same Property Portfolio Statistics (1) Stabilized Property Portfolio TTM Ended June 30, 2017 14 Portfolio Metrics 29.5% 15.6% 54.9% Medicaid Medicare Private Pay Total Portfolio Payor Source 45.3% 24.5% 30.2% Medicaid Medicare Private Pay SNF Portfolio Payor Source Owned Properties 2Q17 1Q17 2Q17 1Q17 2Q17 1Q17 Assisted Living 85.8% 84.8% 1.43 1.46 1.22 1.23 Skilled Nursing 77.9% 78.3% 1.93 2.03 1.41 1.47 (1) Information is for the trailing twelve months through June 30, 2017 and March 31, 2017 and is from property level operator financial statements which are unaudited and have not been independently verified by LTC. Occupancy Normalized EBITDAR Coverage Normalized EBITDARM Coverage
Skilled Nursing (97) Assisted Living (103) Other * (1) Under Development (3) Land (3) CA WA ME NV WY MI IL AR LA WV ND NY OR AZ NM TX UT ID MT SD NE KS OK MS MN WI FL AL GA SC TN MO IA IN OH PA NJ NC VA CO KY 5 25 1 1 2 3 5 1 2 4 2 3 2 5 6 16 5 3 7 12 4 8 7 4 3 13 7 4 1 1 1 20 3 1 2 3 9 1 1 1 1 201 Properties 3 Development Projects 3 Land Parcels 28 States 28 Operators * Behavioral health care hospital 2 15 Portfolio Diversification Geography (as of September 30, 2017)
Approximately 69% of our properties are in the Top 100 MSAs Gross Portfolio by MSA (1) Portfolio Diversification Geography (as of September 30, 2017, dollar amounts in thousands) The MSA rank by population as of July 1, 2016, as estimated by the United States Census Bureau. Due to master leases with properties in multiple states, revenue by state is not available. Includes one behavioral health care hospital and three parcels of land. 16 48.0% 20.7% 19.1% 8.3% 3.9% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% MSAs 1-31 MSAs 32-100 MSAs > 100 Cities in Micro-SA Cities not in MSA or Micro-SA Population 20.2M 2.1M MSAs 1 - 31 Population 2.1M 0.6M MSAs 32 - 100 Population 0.5M 55K MSAs > 100 Population 216K 13K Cities in a Micro-SA Population less than 100K Cities not in MSA State (1) # of Props SNF % ALF % UDP % % % Texas 41 218,475 $ 27.2% 50,804 $ 6.8% - $ - - $ - 269,279 $ 17.0% Michigan 20 222,973 27.7% - - - - 943 9.2% 223,916 14.1% Wisconsin 10 13,946 1.7% 112,367 15.1% - - - - 126,313 8.0% Ohio 14 54,000 6.7% 61,258 8.2% - - - - 115,258 7.3% Colorado 16 8,044 1.0% 106,879 14.4% - - - - 114,923 7.3% California 7 22,130 2.8% 80,124 10.8% - - - - 102,254 6.5% Florida 12 35,362 4.4% 39,247 5.3% - - - - 74,609 4.7% Illinois 3 - - 55,001 7.4% 16,881 63.5% - - 71,882 4.5% Kansas 11 14,112 1.8% 57,577 7.8% - - - - 71,689 4.5% New Jersey 4 - - 62,064 8.4% - - - - 62,064 3.9% All Others 63 214,811 26.7% 117,694 15.8% 9,716 36.5% 9,273 90.8% 351,494 22.2% Total 201 803,853 $ 100.0% 743,015 $ 100.0% 26,597 $ 100.0% 10,216 $ 100.0% 1,583,681 $ 100.0% Gross Investment OTH (2)
17 Includes annualized GAAP rent for leased properties except for Anthem as described below, and trailing twelve months of interest income from mortgage loans excluding the interest income from loans that paid off during the twelve months ended September 30, 2017. During the nine months ended September 30, 2017, we issued a notice of default on the master lease covering two properties under development and nine additional operational memory care communities resulting from lessees partial payment of minimum rent. Subsequent to September 30, 2017, we entered into a forbearance agreement with our lessee whereby we have agreed to not pursue enforcement of our rights and remedies pertaining to known events of default under the master lease and guarantees through December 31, 2017, with the stipulation, among other conditions, that the lessee pay $400 per month toward their obligations of the master lease through December 31, 2017. Accordingly, this lease is being accounted for on a cash basis. Annual Income by Operator Portfolio Diversification Operators (as of September 30, 2017, dollar amounts in thousands) Operators Annual Income (1) % Gross Investment % Prestige Healthcare 22 27,410 $ 16.4% 236,105 $ 14.9% Senior Lifestyle Corporation 23 18,970 11.4% 189,025 11.9% Brookdale Senior Living 37 16,034 9.6% 126,991 8.0% Senior Care Centers 11 15,756 9.4% 138,109 8.7% Preferred Care 26 11,278 6.8% 86,998 5.5% Anthem Memory Care (2) 9 10,379 6.2% 121,138 7.7% Genesis Healthcare 8 8,434 5.1% 54,864 3.5% Fundamental 7 8,306 5.0% 74,652 4.7% Carespring Health Care Management 3 7,635 4.6% 87,261 5.5% Traditions Senior Management 5 7,056 4.2% 62,877 4.0% All Others 50 35,557 21.3% 405,661 25.6% 201 166,815 $ 100.0% 1,583,681 $ 100.0% # of Properties
Privately Held NYSE: GEN Privately Held Privately Held Privately Held Exclusively MC SNF/ALF Senior Living SNF/MC Hospitals & Other Rehab SNF/ALF/ILF Transitional Care SNF/ALF/ILF 10 Properties More than 450 Properties 96 Properties 11 Properties 34 Properties 4 States 30 States 10 States 2 States 6 States Portfolio Diversification - Top Ten Operator Profiles (as of September 30, 2017) Privately Held Privately Held NYSE: BKD Privately Held Privately Held SNF/ALF/ILF Other Rehab ALF/ILF/MC/SNF Short Term Stays ALF/ILF/MC Continuing Care SNF/ALF/ILF/MC Transitional Care & Rehab SNF/ALF/ILF Specialty Care 68 Properties 176 Properties Approx 1,039 Properties 107 Properties 109 Properties 7 States 25 States 46 States 2 States 12 States 18
(As a % of Total Annual Income)(1) Portfolio Maturity (as of September 30, 2017, dollar amounts in thousands) Includes annualized GAAP rent for leased properties except for Anthem as described below, and trailing twelve months of interest income from mortgage loans excluding the interest income from loans that paid off during the twelve months ended September 30, 2017. During the nine months ended September 30, 2017, we issued a notice of default on the Anthem master lease covering two properties under development and nine additional operational memory care communities resulting from lessees partial payment of minimum rent. Subsequent to September 30, 2017, we entered into a forbearance agreement with our lessee whereby we have agreed to not pursue enforcement of our rights and remedies pertaining to known events of default under the master lease and guarantees through December 31, 2017, with the stipulation, among other conditions, that the lessee pay $400 per month toward their obligations of the master lease through December 31, 2017. Accordingly, this lease is being accounted for on a cash basis. 19 5.5% 0.9% 8.4% 8.5% 0.7% 1.5% 1.6% 57.1% 0.0% 0.1% 0.5% 0.0% 0.0% 0.0% 0.0% 15.2% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 2018 2019 2020 2021 2022 2023 2024 Thereafter Leases Loans % of Total % of Total Annual Income (1) % of Total 2018 9,101 $ 6.5% - - 9,101 $ 5.5% 2019 1,571 1.1% 125 0.5% 1,696 1.0% 2020 14,058 10.0% 775 2.9% 14,833 8.9% 2021 14,218 10.1% - - 14,218 8.5% 2022 1,175 0.8% - - 1,175 0.7% 2023 2,539 1.8% - - 2,539 1.5% 2024 2,630 1.9% - - 2,630 1.6% Thereafter (2) 95,223 67.8% 25,400 96.6% 120,623 72.3% Total 140,515 $ 100.0% 26,300 $ 100.0% 166,815 $ 100.0% Year Rental Income (1) Interest Income (1)
Enterprise Value (amounts in thousands, except per share amounts and number of shares) Capitalization Total Debt Common Stock Subsequent to September 30, 2017, we paid down $5,000 and borrowed an additional $20,000 under our unsecured revolving line of credit. Accordingly, we have $70,000 outstanding under our unsecured revolving line of credit with $530,000 available for borrowing. Represents outstanding balance of $584,133, net of debt issue costs of $1,183. Rate includes amortization of debt issue cost. Closing price of our common stock as reported by the NYSE on September 30, 2017. See page 23 for reconciliation of annualized normalized EBITDA. 20 74.5% 25.5% Capitalization Bank borrowings - weighted average rate 3.0% (1) 55,000 $ Senior unsecured notes - weighted average rate 4.5% (2) 582,950 Total debt - weighted average rate 4.4% 637,950 25.5% 9/30/17 No. of shares Common stock 39,570,769 46.98 $ (3) 1,859,035 74.5% 2,496,985 $ 100% Less: Cash and cash equivalents (3,842) 2,493,143 $ Debt to Enterprise Value 25.6% Debt to Annualized Normalized EBITDA (4) 4.2x Enterprise Value At September 30, 2017 Debt Equity Closing Price Total Market Value
Debt Maturity (as of September 30, 2017, dollar amounts in thousands) Debt Structure Total commitment under our unsecured revolving line of credit is $600,000 which matures in October 2018, with a one-year extension option. Subsequent to September 30, 2017, we paid down $5,000 and borrowed an additional $20,000 under our unsecured revolving line of credit. Accordingly, we have $70,000 outstanding under our unsecured revolving line of credit with $530,000 available for borrowing. Reflects scheduled principal payments. Excludes debt issue costs which are included in the senior unsecured notes balance shown on page 20. 21 $0 $55,000 $0 $0 $0 $0 $0 $12,000 $38,167 $33,666 $40,160 $47,160 $48,160 $364,820 $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 2017 2018 2019 2020 2021 2022 Thereafter Unsecured Line Senior Unsecured Notes 8.6% 91.4% Senior Unsecured Notes Unsecured Line of Credit $ - $ 12,000 $ 12,000 1.9% 55,000 38,167 93,167 14.6% - 33,666 33,666 5.3% - 40,160 40,160 6.3% - 47,160 47,160 7.4% - 48,160 48,160 7.5% - 364,820 364,820 57.0% $ 55,000 $ 584,133 $ 639,133 (3) 100.0% 2021 Year Unsecured Line of Credit (1) Senior Unsecured Notes (2) Total % of Total 2017 2018 2019 2020 2022 Thereafter Total
Financial Data Summary (dollar amounts in thousands) Represents outstanding balance of gross bank borrowings and senior unsecured notes, net of debt issue costs. Balance Sheet, Leverage Ratios and Coverage Ratios 22 12/31/16 12/31/15 12/31/14 Balance Sheet Gross real estate assets $1,583,681 $1,533,679 $1,418,405 $1,117,167 Net real estate assets 1,282,458 1,255,503 1,164,950 892,179 Gross asset value 1,732,582 1,673,238 1,528,879 1,189,758 Total debt (1) 637,950 609,391 571,872 280,584 Total liabilities 674,558 654,848 616,222 304,649 Preferred stock - - - 38,500 Total equity 756,635 740,048 659,202 660,121 Leverage Ratios Debt to gross asset value 36.8% 36.4% 37.4% 23.6% Debt to total enterprise value 25.6% 24.9% 26.2% 15.4% 12/31/16 12/31/15 12/31/14 Coverage Ratios Debt to normalized EBITDA 4.2x 4.2x 4.7x 2.6x Normalized EBITDA / interest incurred 4.8x 5.2x 6.7x 7.3x Normalized EBITDA / fixed charges 4.8x 5.2x 5.9x 6.0x 9/30/17 For the Year Ended 3Q17 Annualized
For leases and loans in place at September 30, 2017, assuming no renewals, modification or replacement, and no new investments are added to our portfolio and excludes straight-line rent under the Anthem master lease which is in default. Subsequent to September 30, 2017, we entered into a forbearance agreement with Anthem whereby we have agreed to not pursue enforcement of our rights and remedies pertaining to known events of default under the master lease and guarantees through December 31, 2017, with the stipulation, among other conditions, that the lessee pay $400 per month toward their obligations of the master lease through December 31, 2017. Financial Data Summary (dollar amounts in thousands) Reconciliation of Annualized Normalized EBITDA and Fixed Charges Non-Cash Revenue Components Gain on sale of real assets, Impairment charges and non-recurring one-time items were not annualized. Impairment charge related to an asset held for sale. Impairment charge related to an asset sold in 2015. 23 2,055 $ 2,522 $ 2,012 $ 1,724 $ 881 $ (570) (529) (530) (530) (530) 1,394 1,397 1,391 1,393 1,387 2,879 $ 3,390 $ 2,873 $ 2,587 $ 1,738 $ 3Q17 4Q17 (1) 1Q18 (1) 2Q18 (1) 3Q18 (1) Straight-line rent Amort of lease inducement Effective Interest Net 12/31/16 12/31/15 12/31/14 Net income 82,464 $ 85,115 $ 73,081 $ 73,399 $ Less: Gain on sale of real estate, net - (3,582) (586) (4,959) Add: Impairment charges - 766 (2) 2,250 (3) - Add: Interest expense 30,576 26,442 17,497 13,128 Add: Depreciation and amortization 38,076 35,932 29,431 25,529 Adjusted EBITDA 151,116 144,673 121,673 107,097 Add back/(deduct): Non-recurring one-time items - - 937 - Normalized EBITDA 151,116 $ 144,673 $ 122,610 $ 107,097 $ Interest expense: 30,576 $ 26,442 $ 17,497 $ 13,128 $ Add: Capitalized interest 1,024 1,408 827 1,506 Interest incurred 31,600 $ 27,850 $ 18,324 $ 14,634 $ Interest incurred 31,600 $ 27,850 $ 18,324 $ 14,634 $ Preferred stock dividend - - 2,454 3,273 Fixed Charges 31,600 $ 27,850 $ 20,778 $ 17,907 $ For the Year Ended 3Q17 Annualized (1)
Income Statement Data (amounts in thousands, except per share amounts) 24 2017 2016 2017 2016 Revenues Rental income 33,233 $ 33,753 $ 103,533 $ 98,705 $ Interest income from mortgage loans 6,677 6,958 20,050 20,347 Interest and other income 1,336 131 2,753 390 Total revenues 41,246 40,842 126,336 119,442 Expenses Interest expense 7,644 6,836 22,266 19,586 Depreciation and amortization 9,519 9,155 28,186 26,623 Impairment charges - - 1,880 - (Recovery) provision for doubtful accounts (96) 43 (139) 245 Transaction costs 34 2 56 96 General and administrative expenses 4,144 4,464 13,270 12,864 Total expenses 21,245 20,500 65,519 59,414 Operating Income 20,001 20,342 60,817 60,028 Income from unconsolidated joint ventures 615 289 1,635 839 Gain on sale of real estate, net - 1,780 5,054 3,582 Net Income 20,616 22,411 67,506 64,449 Income allocated to participating securities (80) (90) (281) (296) Net income available to common stockholders 20,536 $ 22,321 $ 67,225 $ 64,153 $ Earnings per common share: Basic $0.52 $0.57 $1.71 $1.68 Diluted $0.52 $0.57 $1.70 $1.68 Weighted average shares used to calculate earnings per common share: Basic 39,428 39,057 39,403 38,161 Diluted 39,748 39,335 39,738 38,455 Dividends declared and paid per common share $0.57 $0.54 $1.71 $1.62 (unaudited) (unaudited) Three Months Ended Nine Months Ended September 30, September 30,
Consolidated Balance Sheets (amounts in thousands, except per share amounts) Common stock of $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2017 39,571; 2016 39,221 25 (unaudited) (audited) (unaudited) (audited) ASSETS Investments: LIABILITIES Land 121,897 $ 116,096 $ Buildings and improvements 1,227,044 1,185,467 Bank borrowings 55,000 $ 107,100 $ Accumulated depreciation and amortization (294,725) (275,861) Senior unsecured notes, net of debt issue Operating real estate property, net 1,054,216 1,025,702 costs: 2017 - $1,183; 2016 - $1,009 582,950 502,291 Properties held-for-sale, net of accumulated depreciation: Total Debt 637,950 609,391 2017 - $4,264; 2016 - $0 6,381 - Real property investments, net 1,060,597 1,025,702 Accrued interest 4,108 4,675 Mortgage loans receivable, net of loan loss Accrued incentives and earn-outs 8,790 12,229 reserve: 2017 - $2,234; 2016 - $2,315 221,861 229,801 Accrued expenses and other liabilities 23,710 28,553 Real estate investments, net 1,282,458 1,255,503 Total liabilities 674,558 654,848 Notes receivable, net of loan loss reserve: 2017 - $166; 2016 - $166 16,402 16,427 Investments in unconsolidated joint ventures 29,862 25,221 Investments, net 1,328,722 1,297,151 EQUITY Other assets: Cash and cash equivalents 3,842 7,991 Stockholders' equity: Debt issue costs related to bank borrowings 1,080 1,847 Common stock (1) 396 392 Interest receivable 13,650 9,683 Capital in excess of par value 855,746 839,005 Straight-line rent receivable, net of allowance for Cumulative net income 1,080,949 1,013,443 doubtful accounts: 2017 - $901; 2016 - $960 61,070 55,276 Cumulative distributions (1,180,456) (1,112,792) Prepaid expenses and other assets 22,829 22,948 Total equity 756,635 740,048 Total assets 1,431,193 $ 1,394,896 $ Total liabilities and equity 1,431,193 $ 1,394,896 $ September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Funds from Operations (unaudited, amounts in thousands, except per share amounts) Reconciliation of FFO, AFFO, and FAD 26 2017 2016 2017 2016 GAAP net income available to common stockholders 20,536 $ 22,321 $ 67,225 $ 64,153 $ Add: Depreciation and amortization 9,519 9,155 28,186 26,623 Add: Impairment charges - - 1,880 - Less: Gain on sale of real estate, net - (1,780) (5,054) (3,582) NAREIT FFO attributable to common stockholders 30,055 29,696 92,237 87,194 Less: Non-cash rental income (1,485) (2,278) (5,681) (6,755) Less: Non-cash other income (842) - (842) - Less: Effective interest income from mortgage loans (1,394) (1,352) (4,102) (3,907) Less: Deferred income from unconsolidated joint ventures (47) - (141) - Adjusted FFO (AFFO) 26,287 26,066 81,471 76,532 Add: Non-cash compensation charges 1,283 1,130 3,967 3,149 Add: Non-cash interest related to earn-out liabilities 125 223 476 538 Less: Capitalized interest (256) (251) (627) (1,193) Funds available for distribution (FAD) 27,439 $ 27,168 $ 85,287 $ 79,026 $ $0.76 $0.76 $2.33 $2.28 Nine Months Ended September 30, September 30, Three Months Ended NAREIT Diluted FFO attributable to common stockholders per share
Funds from Operations (unaudited, amounts in thousands, except per share amounts) Reconciliation of FFO Per Share 27 For the three months ended September 30, Normalized FFO/AFFO/FAD attributable to common stockholders 30,055 $ 29,696 $ 26,287 $ 26,066 $ 27,439 $ 27,168 $ Effect of dilutive securities: Participating securities 80 90 80 90 80 90 Diluted normalized FFO/AFFO/FAD assuming conversion 30,135 $ 29,786 $ 26,367 $ 26,156 $ 27,519 $ 27,258 $ 39,428 39,057 39,428 39,057 39,428 39,057 Effect of dilutive securities: Stock options 9 13 9 13 9 13 Performance based stock units (MSU) 170 108 170 108 170 108 Participating securities 141 157 141 157 141 157 Shares for diluted normalized FFO/AFFO/FAD per share 39,748 39,335 39,748 39,335 39,748 39,335 For the nine months ended September 30, Normalized FFO/AFFO/FAD attributable to common stockholders 92,237 $ 87,194 $ 81,471 $ 76,532 $ 85,287 $ 79,026 $ Effect of dilutive securities: Participating securities 281 296 281 296 281 296 Diluted normalized FFO/AFFO/FAD assuming conversion 92,518 $ 87,490 $ 81,752 $ 76,828 $ 85,568 $ 79,322 $ 39,403 38,161 39,403 38,161 39,403 38,161 Effect of dilutive securities: Stock options 11 13 11 13 11 13 Performance based stock units (MSU) 170 108 170 108 170 108 Participating securities 154 173 154 173 154 173 Shares for diluted normalized FFO/AFFO/FAD per share 39,738 38,455 39,738 38,455 39,738 38,455 Shares for basic FFO/AFFO/FAD per share 2016 2016 Shares for basic FFO/AFFO/FAD per share FFO AFFO FAD 2016 2016 2016 2017 2017 2017 2016 FFO AFFO FAD 2017 2017 2017
28 Glossary Adjusted Funds from Operations (AFFO): FFO excluding the effects of straight-line rent, amortization of lease inducement, effective interest income and deferred income from unconsolidated joint ventures. Assisted Living Properties (ALF): The ALF portfolio consists of assisted living, independent living, and/or memory care properties. (See Independent Living and Memory Care) Assisted living properties are seniors 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. Funds Available for Distribution (FAD): AFFO excluding the effects of non-cash compensation charges, capitalized interest and non-cash interest 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 sum of the purchase price and transaction costs. GAAP Rent: Total rent we will receive as a fixed amount over the initial term of the lease and recognized evenly over that term. 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: The carrying amount of total assets after adding back accumulated depreciation and loan loss reserves, as reported in the companys consolidated financial statements. Gross Investment: Original price paid for an asset plus capital improvements funded by LTC, without any depreciation deductions. Gross Investment is commonly referred to as undepreciated book value. Independent Living Properties (ILF): Seniors housing properties offering a sense of community and 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 seniors apartments. Interest Income: Represents interest income from mortgage loans and other notes. Licensed Beds/Units: The number of beds and/or units that an operator is authorized to operate at seniors housing and long-term care properties. Licensed beds and/or units may differ from the number of beds and/or units in service at any given time. Memory Care Properties (MC): Seniors housing properties offering specialized options for seniors with Alzheimers disease and other forms of dementia. These facilities offer dedicated care and specialized programming for various conditions relating to memory loss in a secured environment that is typically smaller in scale and more residential in nature than traditional assisted living facilities. These facilities have staff available 24 hours a day to respond to the unique needs of their residents. Metropolitan Statistical Areas (MSA): Based on the U.S. Census Bureau, 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. A metro area contains a core urban area of 50,000 or more population. Mezzanine: In 2015 the Company strategically decided to allocate a portion of its capital deployment toward mezzanine loans to grow relationships with operating companies that have not typically utilized sale leaseback financing as a component of their capital structure. Mezzanine financing sits between senior debt and common equity in the capital structure, and typically is used to finance development projects or value-add opportunities on existing operational properties. We seek market-based, risk-adjusted rates of return typically between 12-18% with the loan term typically between four to eight years. Security for mezzanine loans can include all or a portion of the following credit enhancements; secured second mortgage, pledge of equity interests and personal/corporate guarantees. Mezzanine loans can be recorded for GAAP purposes as either a loan or joint venture depending upon specifics of the loan terms and related credit enhancements.
29 Glossary Micropolitan Statistical Areas (Micro-SA): Based on the U.S. Census Bureau, Micro-SA 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. A micro area contains an urban core of at least 10,000 population. Mortgage Loan: Mortgage financing is provided on properties based on our established investment underwriting criteria and secured by a first mortgage. Subject to underwriting, additional credit enhancements may be required including, but not limited to, personal/corporate guarantees and debt service reserves. When possible, LTC attempts to negotiate a purchase option to acquire the property at a future time and lease the property back to the borrower. Net Real Estate Assets: Gross real estate 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: AFFO adjusted for non-recurring, infrequent or unusual items. Normalized EBITDAR Coverage: The trailing twelve months earnings from the operator financial statements adjusted for non-recurring, infrequent, or unusual items and before interest, taxes, depreciation, amortization, and rent divided by the operators contractual lease rent. Management fees are imputed at 5% of revenues. Normalized EBITDARM Coverage: The trailing twelve months earnings from the operator financial statements adjusted for non-recurring, infrequent, or unusual items and before interest, taxes, depreciation, amortization, rent, and management fees divided by the operators contractual lease rent. Normalized FAD: FAD adjusted for non-recurring, infrequent or unusual items. 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 which are unaudited and have not been independently verified by us. Payor Source: LTC revenue by operator underlying payor source for the period 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. 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). Rental Income: Represents GAAP rent net of amortized lease inducement cost. Same Property Portfolio (SPP): Same property statistics allow for the comparative evaluation of performance across a consistent population of LTCs leased property portfolio and the Prestige Healthcare mortgage loan portfolio. Our SPP is comprised of stabilized properties occupied and operated throughout the duration of the quarter-over-quarter comparison periods presented (excluding assets sold and assets held-for-sale). Accordingly, a property must be occupied and stabilized for a minimum of 15 months to be included in our SPP. Skilled Nursing Properties (SNF): Seniors 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: Properties are generally considered stabilized upon the earlier of achieving certain occupancy thresholds (e.g. 80% for SNFs and 90% for ALFs) and, as applicable, 12 months from the date of acquisition or, in the event of a de novo development, redevelopment, major renovations or addition, 24 months from the date the property is first placed in or returned to service, or issuance of certificate of occupancy for properties acquired in lease-up. Under Development Properties (UDP): Development projects to construct seniors housing properties.
LTC Properties, Inc. Company Founded in 1992, LTC Properties, Inc. (LTC) is a self-administered real estate investment trust (REIT) investing in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including preferred equity and mezzanine lending. LTCs portfolio encompasses Skilled Nursing Facilities (SNF), Assisted Living Communities (ALF), Independent Living Communities (ILF), Memory Care Communities (MC) and combinations thereof. Our main objective is to build and grow a diversified portfolio that creates and sustains shareholder value while providing our stockholders current distribution income. To meet this objective, we seek properties operated by regional operators, ideally offering upside and portfolio diversification (geographic, operator, property type and investment vehicle). For more information, visit www.LTCreit.com. 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, 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, 2016 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 adjusted EBITDA, normalized EBITDA, FFO, normalized FFO, normalized AFFO, normalized FAD, normalized interest coverage ratio, and normalized fixed charges coverage ratio. A reconciliation of this non-GAAP information is provided on pages 23, 26 and 27 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.LTCreit.com. 30
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