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8-K - 8-K - LTC PROPERTIES INCa11-8985_38k.htm
EX-99.2 - EX-99.2 - LTC PROPERTIES INCa11-8985_3ex99d2.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contact:  Wendy L. Simpson, CEO & President

Pam Kessler, EVP & CFO

(805) 981-8655

 

 

LTC ANNOUNCES FIRST QUARTER OPERATING RESULTS

 

WESTLAKE VILLAGE, CALIFORNIA, May 4, 2011 — LTC Properties, Inc. (NYSE:LTC) released results of operations for the three months ended March 31, 2011 and announced that net income available to common stockholders for the first quarter was $5.4 million or $0.20 per diluted share which included a $3.6 million charge related to the Company’s call for redemption of all of its 8.0% Series F Cumulative Preferred Stock (“Series F preferred stock”) and $0.5 million of the accrued and unpaid dividends on the Series F preferred stock for the period of April 1, 2011 to April 25, 2011.  For the same period in 2010, net income available to common stockholders was $6.7 million or $0.29 per diluted share which included $0.9 million provision for doubtful accounts related to a mortgage loan secured by a school property. The Company reported total revenues for the three months ended March 31, 2011, were $20.3 million versus $17.7 million for the same period last year.

 

During the three months ended March 31, 2011, the Company sold 3,990,000 shares in an underwritten public offering at a price of $27.25 per share for gross proceeds of approximately $108.7 million. Also during the three months ended March 31, 2011, the Company acquired two senior housing properties located in South Carolina with 118 licensed beds, 40 assisted living units, 34 independent living units, and 19 cottages and patio homes for $11.5 million.  These properties are leased to a third party operator under a 10-year lease with three 5-year renewal options.  In addition, the Company purchased four skilled nursing properties with 524-beds in Texas for $50.8 million which consists of $41.0 million in cash at closing with the remainder in the form of contingent earn-out payments.  The contingent earn-out payment arrangements require us to pay two earn-out payments totalling up to $11.0 million upon the properties achieving a sustainable stipulated rent coverage ratio. These properties are leased to a third party operator under a 15-year lease with two five-year renewal options.

 

On March 24, 2011, the Company announced the redemption, effective April 25, 2011, of 3,536,530 shares of its Series F preferred stock, representing all of the outstanding shares.  The redemption price was $25.1333 per share, including accrued and unpaid dividends up to the redemption date.  At March 31, 2011, the aggregate redemption amount of $88.4 million was classified as a liability and the accrued and unpaid dividends were included under distributions payable on the consolidated balance sheet. Accordingly, the Company recognized the $3.6 million of original issue costs related to the Series F preferred stock as a preferred stock redemption charge in the consolidated income statement line item income allocated to preferred stockholders.

 

On April 19, 2011, the Company announced that it had signed a new $210.0 million, four-year Unsecured Credit Agreement (“Credit Agreement”), dated April 18, 2011.  The Credit Agreement provides for the opportunity to increase the credit amount up to a total of $250.0 million. The Credit Agreement provides a revolving line of credit with no scheduled maturities other than the maturity date of April 18, 2015, and allows LTC to borrow at the same interest rates applicable to borrowings under its prior credit agreement, 150 basis points over LIBOR based on current leverage ratios.  Subsequent to March 31, 2011, LTC had $70.0 million outstanding under the new Credit Agreement with $140.0 million available for borrowing.

 

1



 

The Company will conduct a conference call on Thursday, May 5, 2011, at 12:00 p.m. Pacific time, in order to comment on the Company’s performance and operating results for the quarter ended March 31, 2011.  The conference call is accessible by dialing 877-317-6789.  The international number is 412-317-6789.  The earnings release will be available on our website.  An audio replay of the conference call will be available from May 5, 2011 through May 19, 2011.  Callers can access the replay by dialing 877-344-7529 or 412-317-0088 and entering conference number 450485.  The Company’s supplemental information package for the current period will also be available on the Company’s website at www.LTCProperties.com in the “Presentations” section of the “Investor Information” tab.

 

At March 31, 2011, LTC had investments in 93 skilled nursing properties, 102 assisted living properties, 14 other senior housing properties and two schools.  These properties are located in 30 states.  Other senior housing properties consist of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.  The Company is a self-administered real estate investment trust that primarily invests in senior housing and long-term care facilities through mortgage loans, facility lease transactions and other investments. For more information on LTC Properties, Inc., visit the Company’s website at www.LTCProperties.com.

 

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 Company’s 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 Company’s 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.

 

2



 

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

 

 

 

Three Months Ended
March 31,

 

 

 

2011

 

2010

 

Revenues:

 

 

 

 

 

Rental income

 

$

18,182

 

$

15,481

 

Interest income from mortgage loans

 

1,656

 

1,979

 

Interest and other income

 

416

 

276

 

Total revenues

 

20,254

 

17,736

 

Expenses:

 

 

 

 

 

Interest expense

 

1,104

 

401

 

Depreciation and amortization

 

4,521

 

3,787

 

(Recovery) provisions for doubtful accounts

 

(10

)

1,061

 

Operating and other expenses

 

2,449

 

1,973

 

Total expenses

 

8,064

 

7,222

 

 

 

 

 

 

 

Income from continuing operations

 

12,190

 

10,514

 

Discontinued operations:

 

 

 

 

 

(Expense) income from discontinued operations

 

(36

)

56

 

Net (expense) income from discontinued operations

 

(36

)

56

 

Net income

 

12,154

 

10,570

 

 

 

 

 

 

 

Income allocated to non-controlling interests

 

(48

)

(48

)

Net income attributable to LTC Properties, Inc.

 

12,106

 

10,522

 

 

 

 

 

 

 

Income allocated to participating securities

 

(89

)

(43

)

Income allocated to preferred stockholders

 

(6,624

)

(3,785

)

Net income available to common stockholders

 

$

5,393

 

$

6,694

 

 

 

 

 

 

 

Basic earnings per common share

 

 

 

 

 

Continuing operations

 

$

0.21

 

$

0.29

 

Discontinued operation

 

$

0.00

 

$

0.00

 

Net income available to common stockholders

 

$

0.20

 

$

0.29

 

 

 

 

 

 

 

Diluted earnings per common share

 

 

 

 

 

Continuing operations

 

$

0.21

 

$

0.28

 

Discontinued operation

 

$

0.00

 

$

0.00

 

Net income available to common stockholders

 

$

0.20

 

$

0.29

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings per common share

 

 

 

 

 

Basic

 

26,310

 

23,283

 

Diluted

 

26,340

 

23,384

 

 

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

 

3



 

Reconciliation of Funds From Operations (“FFO”)

 

FFO is a supplemental measure of a real estate investment trust’s (“REIT”) financial performance that is not defined by U.S. generally accepted accounting principles (“GAAP”).  The Company uses FFO as a supplemental measure of our operating performance and we believe FFO is 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 and normalized FFO facilitate comparisons of operating performance between periods.

 

FFO is defined as net income available to common stockholders (computed in accordance with U.S. GAAP) excluding gains or losses on the sale of assets plus real estate depreciation and amortization, with adjustments for unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.  Normalized FFO represents FFO adjusted from certain items detailed in the reconciliations. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current National Association of Real Estate Investment Trusts’ (“NAREIT”) definition or that have a different interpretation of the current NAREIT definition from the Company; therefore, caution should be exercised when comparing our company’s FFO to that of other REITs.

 

The Company uses FFO, normalized FFO, normalized FFO excluding non-cash rental income and normalized FFO excluding non-cash rental income and non-cash compensation charges as supplemental performance measures of our cash flow generated by operations and cash available for distribution to stockholders.  FFO, normalized FFO, normalized FFO excluding non-cash rental income and normalized FFO excluding non-cash rental income and non-cash compensation charges 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.

 

4



 

The following table reconciles net income available to common stockholders to FFO available to common stockholders, normalized FFO available to common stockholders, normalized FFO available to common stockholders excluding non-cash rental income and normalized FFO available to common stockholders excluding non-cash rental income and non-cash compensation charges (unaudited, amounts in thousands, except per share amounts):

 

 

 

Three Months Ended
March 31,

 

 

 

2011

 

2010

 

Net income available to common stockholders

 

$

5,393

 

$

6,694

 

Add: Depreciation and amortization (continuing and discontinued operations)

 

4,521

 

3,860

 

FFO available to common stockholders

 

9,914

 

10,554

 

 

 

 

 

 

 

Add: Preferred stock redemption charge

 

3,566

(1)

 

Add: Preferred stock redemption dividend

 

472

(2)

 

Add: Non-recurring one-time items

 

 

852

(3)

Normalized FFO available to common stockholders

 

13,952

 

11,406

 

 

 

 

 

 

 

Less: Non-cash rental income

 

(606

)

(764

)

Normalized FFO excluding non-cash rental income

 

13,346

 

10,642

 

 

 

 

 

 

 

Add: Non-cash compensation charges

 

358

 

366

 

Normalized FFO excluding non-cash rental income and non-cash compensation charges

 

$

13,704

 

$

11,008

 

 


(1)          Represents the original issue costs related to the Series F preferred stock.

(2)          Represents the accrued and unpaid dividends on the Series F preferred stock up to the redemption date which is the period of April 1, 2011 to April 25, 2011.

(3)          Includes a $0.9 million provision for doubtful accounts charge related to a mortgage loan secured by a school property located in Minnesota.

 

Basic FFO available to common stockholders per share

 

$

0.38

 

$

0.45

 

Diluted FFO available to common stockholders per share

 

$

0.38

 

$

0.45

 

 

 

 

 

 

 

Diluted FFO

 

$

9,914

 

$

11,483

 

Weighted average shares used to calculate diluted FFO per share available to common stockholders

 

26,340

(*)

25,608

 

 


(*) The Series C preferred stock, the participating securities and the non-controlling interest have been excluded as such inclusion would be anti-dilutive.

 

Basic normalized FFO available to common stockholders per share

 

$

0.53

 

$

0.49

 

Diluted normalized FFO available to common stockholders per share

 

$

0.52

 

$

0.48

 

 

 

 

 

 

 

Diluted normalized FFO

 

$

14,907

 

$

12,335

 

Weighted average shares used to calculate diluted normalized FFO per share available to common stockholders

 

28,665

 

25,608

 

 

 

 

 

 

 

Basic normalized FFO excluding non-cash rental income per share

 

$

0.51

 

$

0.46

 

Diluted normalized FFO excluding non-cash rental income per share

 

$

0.50

 

$

0.45

 

 

 

 

 

 

 

Diluted normalized FFO excluding non-cash rental income

 

$

14,301

 

$

11,571

 

Weighted average shares used to calculate diluted normalized FFO excluding non-cash rental income per share available to common stockholders

 

28,665

 

25,608

 

 

 

 

 

 

 

Basic normalized FFO excluding non-cash rental income and non-cash compensation charges per share

 

$

0.52

 

$

0.47

 

Diluted normalized FFO excluding non-cash rental income and non-cash compensation charges per share

 

$

0.51

 

$

0.47

 

 

 

 

 

 

 

Diluted normalized FFO excluding non-cash rental income and non-cash compensation charges

 

$

14,659

 

$

11,937

 

Weighted average shares used to calculate diluted normalized FFO excluding non-cash rental income and non-cash compensation charges per share available to common stockholders

 

28,665

 

25,608

 

 

5



 

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Real Estate Investments:

 

 

 

 

 

Land

 

$

47,393

 

$

42,254

 

Buildings and improvements

 

629,323

 

570,512

 

Accumulated depreciation and amortization

 

(163,196

)

(158,709

)

Net operating real estate property

 

513,520

 

454,057

 

Properties held-for-sale, net of accumulated depreciation and amortization: 2011 - $0; 2010 - $0

 

2,900

 

2,900

 

Net real estate property

 

516,420

 

456,957

 

Mortgage loans receivable, net of allowance for doubtful accounts: 2011 — $961; 2010 — $981

 

57,057

 

59,026

 

Real estate investments, net

 

573,477

 

515,983

 

Other Assets:

 

 

 

 

 

Cash and cash equivalents

 

23,390

 

6,903

 

Debt issue costs, net

 

601

 

743

 

Interest receivable

 

1,379

 

1,571

 

Straight-line rent receivable, net of allowance for doubtful accounts: 2011 — $1,483; 2010 — $1,473

 

20,853

 

20,090

 

Prepaid expenses and other assets

 

8,126

 

8,202

 

Other assets related to properties held-for-sale

 

6

 

11

 

Notes receivable

 

1,117

 

1,283

 

Marketable securities

 

6,479

 

6,478

 

Total assets

 

$

635,428

 

$

561,264

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Bank borrowings

 

$

 

$

37,700

 

Senior unsecured notes

 

50,000

 

50,000

 

Bonds payable

 

3,200

 

3,730

 

Accrued interest

 

605

 

675

 

Earn-out liabilities

 

9,841

 

 

Accrued expenses and other liabilities

 

9,046

 

9,869

 

Equity Shares, Series F called for redemption

 

88,413

 

 

Distributions payable

 

3,058

 

1,768

 

Total Liabilities

 

164,163

 

103,742

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

 

 

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

 

38,500

 

126,913

 

Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2011 — 30,335; 2010 — 26,345

 

303

 

263

 

Capital in excess of par value

 

506,313

 

398,599

 

Cumulative net income

 

635,597

 

623,491

 

Other

 

249

 

264

 

Cumulative distributions

 

(711,659

)

(693,970

)

Total LTC Properties, Inc. stockholders’ equity

 

469,303

 

455,560

 

 

 

 

 

 

 

Non-controlling interests

 

1,962

 

1,962

 

Total equity

 

471,265

 

457,522

 

Total liabilities and equity

 

$

635,428

 

$

561,264

 

 

6