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EX-99.2 - EX-99.2 - LTC PROPERTIES INCa12-26196_1ex99d2.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

For more information contact:
Wendy L. Simpson
Pam Kessler
(805) 981-8655

 

LTC ANNOUNCES ACQUISITION AND REPORTS THIRD QUARTER 2012 RESULTS

 

WESTLAKE VILLAGE, CALIFORNIA, November 8, 2012 — LTC Properties, Inc. (NYSE: LTC) (“LTC” or the “Company”) announced that we acquired a vacant parcel of land in Kansas for $0.7 million in October 2012. Simultaneous with the purchase, the Company entered into a lease agreement and development commitment in an amount not to exceed $9.9 million to fund the construction of a 77-unit assisted living and memory care property. Rent under the lease will begin upon the earlier of project completion or the fifteenth month following the effective date of lease.  Initial rent at the rate of 9.25% will be calculated based on the land purchase price and construction costs funded plus 9.0% compounded on each advance under the commitment from the disbursement date until the earlier of project completion or the improvement deadline.  The lease has a 10-year initial term, two 5-year renewal options and annual escalations of 2.5%.

 

The Company also announced operating results for the quarter ended September 30, 2012.  The Company reported a 6.5% increase in Funds from Operations (“FFO”) to $17.5 million in the quarter ended September 30, 2012, from $16.4 million in the comparable 2011 period.  FFO per diluted common share was $0.57 for the quarter ended September 30, 2012, an increase of 5.6% from $0.54 for the comparable 2011 period. Normalized FFO was $17.6 million in the third quarter of 2012 compared to $16.6 million in the third quarter of 2011.  Normalized FFO per diluted common share was $0.57 for the third quarter of 2012 compared to $0.54 for the third quarter of 2011.  The increase in normalized FFO and normalized FFO per diluted common share was due to higher revenues resulting from acquisitions partially offset by an increase in interest expense.

 

FFO for the nine months ended September 30, 2012 increased 22.4% to $52.2 million from $42.7 million in the comparable 2011 period. FFO per diluted common share for the nine months ended September 30, 2012 increased 15.8% to $1.69 from $1.46 in the comparable 2011 period. The Company reported an 11.0% increase in normalized FFO, which excludes a $0.3 million non-recurring bankruptcy settlement distribution from the Sunwest Management, Inc., to $52.2 million for the nine months ended September 30, 2012, from $47.1 million from the comparable 2011 period.  Normalized FFO per diluted common share was $1.69 for the nine months ended September 30, 2012, an increase of 5.6% from $1.60 for the comparable 2011 period. Normalized FFO for the nine months ended September 30, 2011 excluded a $3.6 million charge and $0.5 million accrued dividend related to the Company’s redemption of all of its 8.0% Series F Cumulative Preferred Stock (“Series F preferred stock”).  The increase in FFO, normalized FFO, FFO per diluted common share and normalized FFO per diluted common share was due to higher revenues resulting from acquisitions partially offset by an increase in interest expense, acquisition costs and higher weighted average shares outstanding.

 

Net income available to common stockholders for the quarter ended September 30, 2012 was $11.6 million or $0.38 per diluted share. For the same period in 2011, net income available to common stockholders was $11.5 million or $0.38 per diluted share. Net income available to common stockholders for the nine months ended September 30, 2012 was $35.8 million or $1.18 per diluted share. For the same period in 2011, net income available to common stockholders was $28.2 million or $0.97 per diluted share which included a $3.6 million charge and $0.5 million accrued dividend related to the Company’s redemption of all of its Series F preferred stock. The preferred stock redemption charge is combined with preferred stock dividends in the income statement line item “income allocated to preferred stockholders.”  The increases in net income available to common stockholders were due primarily to higher revenues from acquisitions and the effects of the Series F preferred stock redemption charge in 2011.

 

1



 

Conference Call Information

The Company will conduct a conference call on Friday, November 9, 2012, at 8:00 a.m. Pacific Time, in order to comment on the Company’s performance and operating results for the quarter ended September 30, 2012.  The conference call is accessible by dialing 877-317-6789.  The international number is 412-317-6789.  An audio replay of the conference call will be available from November 9 through November 26, 2012.  Callers can access the replay by dialing 877-344-7529 or 412-317-0088 and entering conference number 10020195.  The earnings release will be available on our website.  The 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.

 

About LTC

At September 30, 2012, LTC had investments in 89 skilled nursing properties, 102 assisted living properties, 14 other senior housing properties, two schools and two parcels of land under development.  These properties are located in 30 states.  Other senior housing properties consist of independent living properties and properties providing any combination of skilled nursing, assisted living and/or independent living services.  The Company is a self-administered real estate investment trust that primarily invests in senior housing and long-term care facilities through facility lease transactions, mortgage loans and other investments. For more information on LTC Properties, Inc., visit the Company’s website at www.LTCProperties.com.

 

Forward Looking Statements

This press release includes statements that are not purely historical and are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the 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

(unaudited, amounts in thousands, except per share amounts)

 

 

 

Three Months Ended
September 30

 

Nine Months Ended
September 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental income

 

$

22,295

 

$

19,620

 

$

64,342

 

$

57,139

 

Interest income from mortgage loans

 

1,398

 

1,582

 

4,361

 

4,851

 

Interest and other income

 

96

 

229

 

818

 

876

 

Total revenues

 

23,789

 

21,431

 

69,521

 

62,866

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Interest expense

 

2,988

 

1,794

 

7,025

 

4,441

 

Depreciation and amortization

 

5,925

 

4,949

 

16,461

 

14,407

 

Acquisition costs

 

205

 

60

 

387

 

225

 

Operating and other expenses

 

2,167

 

2,180

 

7,115

 

6,879

 

Total expenses

 

11,285

 

8,983

 

30,988

 

25,952

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

12,504

 

12,448

 

38,533

 

36,914

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

 

(25

)

 

(75

)

Gain on sale of assets, net

 

 

 

16

 

 

Net (loss) gain from discontinued operations

 

 

(25

)

16

 

(75

)

Net income

 

12,504

 

12,423

 

38,549

 

36,839

 

Income allocated to non-controlling interests

 

(9

)

(48

)

(30

)

(144

)

Net income attributable to LTC Properties, Inc.

 

12,495

 

12,375

 

38,519

 

36,695

 

 

 

 

 

 

 

 

 

 

 

Income allocated to participating securities

 

(94

)

(85

)

(279

)

(259

)

Income allocated to preferred stockholders

 

(818

)

(818

)

(2,454

)

(8,260

)

Net income available to common stockholders

 

$

11,583

 

$

11,472

 

$

35,786

 

$

28,176

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.38

 

$

0.38

 

$

1.18

 

$

0.98

 

Discontinued operations

 

$

0.00

 

$

0.00

 

$

0.00

 

$

0.00

 

Net income available to common stockholders

 

$

0.38

 

$

0.38

 

$

1.18

 

$

0.98

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.38

 

$

0.38

 

$

1.18

 

$

0.98

 

Discontinued operations

 

$

0.00

 

$

0.00

 

$

0.00

 

$

(0.01

)

Net income available to common stockholders

 

$

0.38

 

$

0.38

 

$

1.18

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to calculate earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

30,253

 

30,137

 

30,219

 

28,874

 

Diluted

 

30,293

 

30,156

 

30,263

 

28,902

 

 

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

 

3



 

Supplemental Reporting Measures

FFO, adjusted FFO (“AFFO”), and Funds Available for Distribution (“FAD”) are supplemental measures of a real estate investment trust’s (“REIT”) financial performance that are not defined by U.S. generally accepted accounting principles (“GAAP”).  Investors, analysts and the Company use FFO, AFFO and FAD as supplemental measures of operating performance and we believe they are helpful in evaluating the operating performance of a REIT.  Real estate values historically rise and fall with market conditions, but cost accounting for real estate assets in accordance with U.S. GAAP assumes that the value of real estate assets diminishes predictably over time.  We believe that by excluding the effect of historical cost depreciation, which may be of limited relevance in evaluating current performance, FFO, AFFO and FAD facilitate comparisons of operating performance between periods.  Additionally the Company believes that normalized FFO, normalized AFFO and normalized FAD provide useful information because they allow investors, analysts and our management to compare the Company’s operating performance on a consistent basis without having to account for differences caused by unanticipated items.

 

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), means net income available to common stockholders (computed in accordance with U.S. GAAP) excluding gains or losses on the sale of real estate and impairment write-downs of depreciable real estate plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Normalized FFO represents FFO adjusted for certain items detailed in the reconciliations. The 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 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.

 

We define AFFO as FFO excluding the effects of straight-line rent and amortization of lease inducement.  U.S. GAAP requires rental revenues related to non-contingent leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease.  This method results in rental income in the early years of a lease that is higher than actual cash received, creating a straight-line rent receivable asset included in our consolidated balance sheet.  At some point during the lease, depending on its terms, cash rent payments exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term.  By excluding the non-cash portion of straight-line rental revenue and amortization of lease inducement, investors, analysts and our management can compare AFFO between periods.  Normalized AFFO represents AFFO adjusted for certain items detailed in the reconciliations.

 

We define FAD as AFFO excluding the effects of non-cash compensation charges.  FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders.  Investors, analysts and the Company utilize FAD as an indicator of common dividend potential.  The FAD payout ratio, which represents annual distributions to common shareholders expressed as a percentage of FAD, facilitates the comparison of operating performance between REITs.  Normalized FAD represents FAD adjusted for certain items detailed in the reconciliations.

 

The Company uses FFO, normalized FFO, normalized AFFO and normalized FAD as supplemental performance measures of our cash flow generated by operations and cash available for distribution to stockholders.  FFO, normalized FFO, normalized AFFO and normalized FAD do not represent cash generated from operating activities in accordance with U.S. GAAP, and are not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.

 

4



 

Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD

The following table reconciles net income available to common stockholders to FFO available to common stockholders, normalized FFO available to common stockholders, normalized AFFO and normalized FAD (unaudited, amounts in thousands, except per share amounts):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income available to common stockholders

 

$

11,583

 

$

11,472

 

$

35,786

 

$

28,176

 

Add: Depreciation and amortization (continuing and discontinued operations)

 

5,925

 

4,974

 

16,461

 

14,482

 

Less: Gain on sale of real estate, net

 

 

 

(16

)

 

FFO available to common stockholders

 

17,508

 

16,446

 

52,231

 

42,658

 

Add: Preferred stock redemption charge

 

 

 

 

3,566

(1)

Add: Preferred stock redemption dividend

 

 

 

 

472

(2)

Add: Non-cash interest related to earn-out liabilities

 

110

 

177

 

330

 

354

 

Less: Non-recurring one-time items

 

 

 

(347

)(3)

 

Normalized FFO available to common stockholders

 

17,618

 

16,623

 

52,214

 

47,050

 

Less: Non-cash rental income

 

(701

)

(912

)

(1,704

)

(2,268

)

Normalized adjusted FFO (AFFO)

 

16,917

 

15,711

 

50,510

 

44,782

 

Add: Non-cash compensation charges

 

445

 

374

 

1,355

 

1,095

 

Normalized funds available for distribution (FAD)

 

$

17,362

 

$

16,085

 

$

51,865

 

$

45,877

 

 


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

(2)         Represents the dividends on the Series F preferred stock up to the redemption date.

(3)         Represents revenue from the Sunwest bankruptcy settlement distribution.

 

Basic FFO available to common stockholders per share

 

$

0.58

 

$

0.55

 

$

1.73

 

$

1.48

 

Diluted FFO available to common stockholders per share

 

$

0.57

 

$

0.54

 

$

1.69

 

$

1.46

 

 

 

 

 

 

 

 

 

 

 

Diluted FFO available to common stockholders

 

$

18,429

 

$

17,397

 

$

54,994

 

$

45,515

 

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

 

32,521

 

32,473

 

32,494

 

31,221

 

 

 

 

 

 

 

 

 

 

 

Basic normalized FFO available to common stockholders per share

 

$

0.58

 

$

0.55

 

$

1.73

 

$

1.63

 

Diluted normalized FFO available to common stockholders per share

 

$

0.57

 

$

0.54

 

$

1.69

 

$

1.60

 

 

 

 

 

 

 

 

 

 

 

Diluted normalized FFO available to common stockholders

 

$

18,539

 

$

17,574

 

$

54,977

 

$

49,907

 

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

 

32,521

 

32,473

 

32,494

 

31,221

 

 

 

 

 

 

 

 

 

 

 

Basic normalized AFFO per share

 

$

0.56

 

$

0.52

 

$

1.67

 

$

1.55

 

Diluted normalized AFFO per share

 

$

0.55

 

$

0.51

 

$

1.64

 

$

1.53

 

 

 

 

 

 

 

 

 

 

 

Diluted normalized AFFO

 

$

17,838

 

$

16,662

 

$

53,273

 

$

47,639

 

Weighted average shares used to calculate diluted normalized AFFO per share

 

32,521

 

32,473

 

32,494

 

31,221

 

 

 

 

 

 

 

 

 

 

 

Basic normalized FAD per share

 

$

0.57

 

$

0.53

 

$

1.72

 

$

1.59

 

Diluted normalized FAD per share

 

$

0.56

 

$

0.52

 

$

1.68

 

$

1.56

 

 

 

 

 

 

 

 

 

 

 

Diluted normalized FAD

 

$

18,283

 

$

17,036

 

$

54,628

 

$

48,734

 

Weighted average shares used to calculate diluted normalized FAD per share

 

32,521

 

32,473

 

32,494

 

31,221

 

 

5



 

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Real estate investments:

 

 

 

 

 

Land

 

$

63,121

 

$

57,392

 

Buildings and improvements

 

742,638

 

664,758

 

Accumulated depreciation and amortization

 

(192,895

)

(176,546

)

Net operating real estate property

 

612,864

 

545,604

 

Properties held-for-sale, net of accumulated depreciation and amortization: 2012 — $0; 2011 — $1,650

 

 

1,231

 

Net real estate property

 

612,864

 

546,835

 

Mortgage loans receivable, net of allowance for doubtful accounts: 2012 — $873; 2011 — $921

 

48,268

 

53,081

 

Real estate investments, net

 

661,132

 

599,916

 

Other assets:

 

 

 

 

 

Cash and cash equivalents

 

8,274

 

4,408

 

Debt issue costs, net

 

3,218

 

2,301

 

Interest receivable

 

1,035

 

1,494

 

Straight-line rent receivable, net of allowance for doubtful accounts: 2012 — $1,545; 2011 — $1,519

 

25,945

 

23,772

 

Prepaid expenses and other assets

 

7,222

 

7,904

 

Notes receivable

 

3,007

 

817

 

Marketable securities

 

 

6,485

 

Total assets

 

$

709,833

 

$

647,097

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Bank borrowings

 

$

35,500

 

$

56,000

 

Senior unsecured notes

 

185,800

 

100,000

 

Bonds payable

 

2,635

 

3,200

 

Accrued interest

 

2,320

 

1,356

 

Earn-out liabilities

 

6,634

 

6,305

 

Accrued expenses and other liabilities

 

12,054

 

11,440

 

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

 

 

86

 

Total liabilities

 

244,943

 

178,387

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2012 — 2,000; 2011 — 2,000

 

38,500

 

38,500

 

Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2012 — 30,498; 2011 — 30,346

 

305

 

303

 

Capital in excess of par value

 

509,431

 

507,343

 

Cumulative net income

 

711,262

 

672,743

 

Other

 

160

 

199

 

Cumulative distributions

 

(795,117

)

(752,340

)

Total LTC Properties, Inc. stockholders’ equity

 

464,541

 

466,748

 

 

 

 

 

 

 

Non-controlling interests

 

349

 

1,962

 

Total equity

 

464,890

 

468,710

 

Total liabilities and equity

 

$

709,833

 

$

647,097

 

 

6