UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20162017
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ____ to ____
Commission file number 1-11314
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
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Maryland |
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| 71-0720518 |
(State or other jurisdiction of |
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| (I.R.S. Employer |
incorporation or organization) |
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| Identification No.) |
2829 Townsgate Road, Suite 350
Westlake Village, California 91361
(Address of principal executive offices, including zip code)
(805) 981-8655
(Registrant’s telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
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| (Do not check if a |
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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. ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares of common stock outstanding on October 28, 2016August 2, 2017 was 39,221,681.39,563,998.
LTC PROPERTIES, INC.
FORM 10-Q
SeptemberJune 30, 20162017
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PART I -- Financial Information | Page | |
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Item 1. | Financial Statements |
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| 3 | |
| 4 | |
| 5 | |
| 6 | |
| 7 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
36 | ||
36 | ||
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37 | ||
37 | ||
37 | ||
38 |
LTC PROPERTIES, INC.
(amounts in thousands, except per share)
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| September 30, 2016 |
| December 31, 2015 |
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| June 30, 2017 |
| December 31, 2016 |
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| (unaudited) |
| (audited) |
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| (unaudited) |
| (audited) |
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ASSETS |
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Investments: |
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| �� |
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Land |
| $ | 114,630 |
| $ | 106,841 |
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| $ | 122,851 |
| $ | 116,096 |
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Buildings and improvements |
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| 1,177,829 |
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| 1,091,845 |
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| 1,229,290 |
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| 1,185,467 |
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Accumulated depreciation and amortization |
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| (266,581) |
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| (251,265) |
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| (288,442) |
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| (275,861) |
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Operating real estate property, net |
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| 1,063,699 |
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| 1,025,702 |
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Properties held-for-sale, net of accumulated depreciation: 2017—$1,058; 2016—$0 |
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| 1,170 |
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| — |
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Real property investments, net |
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| 1,025,878 |
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| 947,421 |
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| 1,064,869 |
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| 1,025,702 |
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Mortgage loans receivable, net of loan loss reserve: 2016—$2,360; 2015—$2,190 |
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| 234,347 |
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| 217,529 |
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Mortgage loans receivable, net of loan loss reserve: 2017—$2,219; 2016—$2,315 |
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| 220,385 |
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| 229,801 |
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Real estate investments, net |
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| 1,260,225 |
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| 1,164,950 |
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| 1,285,254 |
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| 1,255,503 |
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Notes receivable, net of loan loss reserve: 2017—$166; 2016—$166 |
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| 16,402 |
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| 16,427 |
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Investments in unconsolidated joint ventures |
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| 23,932 |
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| 24,042 |
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| 29,702 |
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| 25,221 |
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Investments, net |
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| 1,284,157 |
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| 1,188,992 |
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| 1,331,358 |
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| 1,297,151 |
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Other assets: |
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Cash and cash equivalents |
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| 3,613 |
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| 12,942 |
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| 9,299 |
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| 7,991 |
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Debt issue costs related to bank borrowings |
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| 2,112 |
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| 2,865 |
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| 1,349 |
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| 1,847 |
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Interest receivable |
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| 8,434 |
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| 4,536 |
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| 12,255 |
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| 9,683 |
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Straight-line rent receivable, net of allowance for doubtful accounts: 2016—$907; 2015—$833 |
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| 50,092 |
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| 42,685 |
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Straight-line rent receivable, net of allowance for doubtful accounts: 2017—$1,013; 2016—$960 |
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| 59,287 |
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| 55,276 |
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Prepaid expenses and other assets |
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| 20,779 |
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| 21,443 |
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| 27,010 |
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| 22,948 |
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Notes receivable |
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| 4,199 |
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| 1,961 |
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Total assets |
| $ | 1,373,386 |
| $ | 1,275,424 |
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| $ | 1,440,558 |
| $ | 1,394,896 |
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LIABILITIES |
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Bank borrowings |
| $ | 77,000 |
| $ | 120,500 |
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| $ | 45,000 |
| $ | 107,100 |
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Senior unsecured notes, net of debt issue costs: 2016—$1,038; 2015—$1,095 |
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| 512,262 |
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| 451,372 |
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Senior unsecured notes, net of debt issue costs: 2017—$1,235; 2016—$1,009 |
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| 597,898 |
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| 502,291 |
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Accrued interest |
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| 3,616 |
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| 3,974 |
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| 4,543 |
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| 4,675 |
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Accrued incentives and earn-outs |
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| 12,514 |
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| 12,722 |
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| 12,140 |
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| 12,229 |
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Accrued expenses and other liabilities |
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| 27,363 |
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| 27,654 |
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| 23,810 |
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| 28,553 |
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Total liabilities |
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| 632,755 |
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| 616,222 |
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| 683,391 |
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| 654,848 |
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EQUITY |
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Stockholders’ equity: |
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Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2016—39,222; 2015—37,548 |
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| 392 |
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| 375 |
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Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding: 2017—39,564; 2016—39,221 |
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| 396 |
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| 392 |
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Capital in excess of par value |
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| 837,889 |
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| 758,676 |
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| 854,340 |
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| 839,005 |
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Cumulative net income |
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| 992,777 |
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| 928,328 |
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| 1,060,333 |
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| 1,013,443 |
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Accumulated other comprehensive income |
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| 8 |
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| 47 |
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Cumulative distributions |
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| (1,090,435) |
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| (1,028,224) |
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| (1,157,902) |
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| (1,112,792) |
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Total equity |
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| 740,631 |
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| 659,202 |
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| 757,167 |
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| 740,048 |
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Total liabilities and equity |
| $ | 1,373,386 |
| $ | 1,275,424 |
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| $ | 1,440,558 |
| $ | 1,394,896 |
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See accompanying notes.
3
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share, unaudited)
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| Three Months Ended |
| Nine Months Ended |
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| Three Months Ended |
| Six Months Ended |
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| September 30, |
| September 30, |
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| June 30, |
| June 30, |
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| 2016 |
| 2015 |
| 2016 |
| 2015 |
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| 2017 |
| 2016 |
| 2017 |
| 2016 |
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Revenues: |
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Rental income |
| $ | 33,753 |
| $ | 28,531 |
| $ | 98,705 |
| $ | 82,325 |
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| $ | 35,265 |
| $ | 33,072 |
| $ | 70,300 |
| $ | 64,952 |
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Interest income from mortgage loans |
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| 6,958 |
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| 6,117 |
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| 20,347 |
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| 15,777 |
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| 6,625 |
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| 6,811 |
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| 13,373 |
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| 13,389 |
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Interest and other income |
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| 131 |
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| 295 |
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| 390 |
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| 708 |
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| 578 |
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| 113 |
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| 1,417 |
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| 259 |
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Total revenues |
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| 40,842 |
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| 34,943 |
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| 119,442 |
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| 98,810 |
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| 42,468 |
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| 39,996 |
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| 85,090 |
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| 78,600 |
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Expenses: |
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Interest expense |
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| 6,836 |
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| 4,296 |
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| 19,586 |
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| 11,916 |
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| 7,151 |
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| 6,750 |
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| 14,622 |
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| 12,750 |
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Depreciation and amortization |
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| 9,155 |
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| 7,365 |
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| 26,623 |
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| 21,121 |
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| 9,308 |
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| 8,907 |
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| 18,667 |
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| 17,468 |
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Provision for doubtful accounts |
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| 43 |
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| 31 |
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| 245 |
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| 463 |
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Impairment on receivables |
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| 1,880 |
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| — |
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| 1,880 |
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| — |
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(Recovery) provision for doubtful accounts |
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| (5) |
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| 118 |
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| (43) |
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| 202 |
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Transaction costs |
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| 2 |
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| 570 |
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| 96 |
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| 632 |
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| — |
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| 4 |
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| 22 |
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| 94 |
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General and administrative expenses |
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| 4,464 |
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| 3,708 |
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| 12,864 |
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| 11,094 |
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| 4,386 |
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| 4,117 |
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| 9,126 |
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| 8,400 |
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Total expenses |
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| 20,500 |
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| 15,970 |
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| 59,414 |
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| 45,226 |
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| 22,720 |
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| 19,896 |
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| 44,274 |
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| 38,914 |
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Operating income |
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| 20,342 |
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| 18,973 |
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| 60,028 |
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| 53,584 |
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| 19,748 |
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| 20,100 |
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| 40,816 |
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| 39,686 |
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Income from unconsolidated joint ventures |
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| 289 |
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| 674 |
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| 839 |
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| 1,543 |
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| 575 |
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| 278 |
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| 1,020 |
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| 550 |
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Gain on sale of real estate, net |
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| 1,780 |
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| — |
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| 3,582 |
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| — |
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| 5,054 |
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| 1,802 |
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| 5,054 |
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| 1,802 |
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Net income |
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| 22,411 |
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| 19,647 |
| 64,449 |
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| 55,127 |
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| 25,377 |
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| 22,180 |
| 46,890 |
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| 42,038 |
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Income allocated to participating securities |
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| (90) |
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| (121) |
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| (296) |
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| (370) |
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| (104) |
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| (105) |
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| (201) |
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| (206) |
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Income allocated to preferred stockholders |
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| — |
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| (818) |
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| — |
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| (2,454) |
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Net income available to common stockholders |
| $ | 22,321 |
| $ | 18,708 |
| $ | 64,153 |
| $ | 52,303 |
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| $ | 25,273 |
| $ | 22,075 |
| $ | 46,689 |
| $ | 41,832 |
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Earnings per common share: |
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Basic |
| $ | 0.57 |
| $ | 0.53 |
| $ | 1.68 |
| $ | 1.48 |
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| $ | 0.64 |
| $ | 0.58 |
| $ | 1.19 |
| $ | 1.11 |
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Diluted |
| $ | 0.57 |
| $ | 0.52 |
| $ | 1.68 |
| $ | 1.47 |
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| $ | 0.64 |
| $ | 0.58 |
| $ | 1.18 |
| $ | 1.11 |
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Weighted average shares used to calculate earnings per common share: |
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Basic |
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| 39,057 |
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| 35,341 |
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| 38,161 |
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| 35,306 |
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| 39,414 |
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| 37,969 |
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| 39,390 |
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| 37,707 |
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Diluted |
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| 39,335 |
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| 37,352 |
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| 38,455 |
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| 37,319 |
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| 39,794 |
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| 38,164 |
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| 39,769 |
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| 37,720 |
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Dividends declared and paid per common share |
| $ | 0.54 |
| $ | 0.51 |
| $ | 1.62 |
| $ | 1.53 |
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| $ | 0.57 |
| $ | 0.54 |
| $ | 1.14 |
| $ | 1.08 |
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See accompanying notes.
4
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands, unaudited)
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| Three Months Ended |
| Nine Months Ended |
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| Three Months Ended |
| Six Months Ended |
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| September 30, |
| September 30, |
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| June 30, |
| June 30, |
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| 2016 |
| 2015 |
| 2016 |
| 2015 |
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| 2017 |
| 2016 |
| 2017 |
| 2016 |
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Net income |
| $ | 22,411 |
| $ | 19,647 |
| $ | 64,449 |
| $ | 55,127 |
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| $ | 25,377 |
| $ | 22,180 |
| $ | 46,890 |
| $ | 42,038 |
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Reclassification adjustment (Note 6) |
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| (6) |
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| (9) |
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| (39) |
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| (26) |
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| — |
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| (5) |
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| — |
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| (33) |
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Comprehensive income |
| $ | 22,405 |
| $ | 19,638 |
| $ | 64,410 |
| $ | 55,101 |
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| $ | 25,377 |
| $ | 22,175 |
| $ | 46,890 |
| $ | 42,005 |
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See accompanying notes.
5
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, unaudited)
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| Nine Months Ended September 30, |
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| Six Months Ended June 30, |
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| 2016 |
| 2015 |
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| 2017 |
| 2016 |
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OPERATING ACTIVITIES: |
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Net income |
| $ | 64,449 |
| $ | 55,127 |
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| $ | 46,890 |
| $ | 42,038 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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| 26,623 |
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| 21,121 |
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| 18,667 |
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| 17,468 |
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Stock-based compensation expense |
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| 3,149 |
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| 3,093 |
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| 2,684 |
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| 2,019 |
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Gain on sale of assets, net |
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| (3,582) |
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| — |
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Impairment on receivables |
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| 1,880 |
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| — |
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Gain on sale of real estate, net |
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| (5,054) |
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| (1,802) |
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Income from unconsolidated joint ventures |
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| (839) |
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| (1,543) |
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| (1,020) |
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| (550) |
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Income distributions from unconsolidated joint ventures |
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| 1,409 |
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| 289 |
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| 754 |
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| 1,027 |
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Straight-line rental income |
|
| (8,201) |
|
| (7,060) |
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| (5,307) |
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| (5,454) |
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Amortization of lease incentive |
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| 1,446 |
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| 1,163 |
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| 1,111 |
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| 977 |
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Provision for doubtful accounts |
|
| 245 |
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| 463 |
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| (43) |
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| 202 |
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Non-cash interest related to contingent liabilities |
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| 538 |
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| 205 |
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| 351 |
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| 315 |
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Other non-cash items, net |
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| 909 |
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| 670 |
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| 637 |
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| 605 |
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Increase in interest receivable |
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| (3,898) |
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| (2,787) |
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| (2,572) |
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| (2,551) |
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Decrease in accrued interest payable |
|
| (358) |
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| (1,002) |
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(Decrease) increase in accrued interest payable |
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| (132) |
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| 72 |
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Net change in other assets and liabilities |
|
| (2,245) |
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| 795 |
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| (11,508) |
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| (3,532) |
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Net cash provided by operating activities |
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| 79,645 |
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| 70,534 |
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| 47,338 |
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| 50,834 |
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INVESTING ACTIVITIES: |
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Investment in real estate properties |
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| (73,449) |
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| (171,185) |
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| (54,740) |
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| (67,896) |
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Investment in real estate developments |
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| (35,623) |
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| (14,460) |
|
|
| (9,155) |
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| (26,331) |
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Investment in real estate capital improvements |
|
| (5,566) |
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| (6,192) |
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|
| (2,195) |
|
| (4,087) |
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Capitalized interest |
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| (1,193) |
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| (481) |
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| (371) |
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| (942) |
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Proceeds from sale of real estate, net |
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| 17,369 |
|
| — |
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| 14,106 |
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| 8,474 |
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Investment in real estate mortgage loans receivable |
|
| (19,113) |
|
| (53,427) |
|
|
| (7,829) |
|
| (17,128) |
|
Principal payments received on mortgage loans receivable |
|
| 2,117 |
|
| 4,281 |
|
|
| 17,339 |
|
| 1,598 |
|
Investments in unconsolidated joint ventures |
|
| (481) |
|
| (20,143) |
|
|
| (3,734) |
|
| (480) |
|
Payment of working capital reserve |
|
| (2,325) |
|
| — |
|
|
| (439) |
|
| (1,434) |
|
Advances under notes receivable |
|
| (2,328) |
|
| (1,464) |
| |||||||
Advances and originations under notes receivable |
|
| — |
|
| (414) |
| |||||||
Principal payments received on notes receivable |
|
| 90 |
|
| — |
|
|
| 25 |
|
| 60 |
|
Net cash used in investing activities |
|
| (120,502) |
|
| (263,071) |
|
|
| (46,993) |
|
| (108,580) |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
| |||
Bank borrowings |
|
| 83,500 |
|
| 267,000 |
|
|
| 48,500 |
|
| 77,500 |
|
Repayment of bank borrowings |
|
| (127,000) |
|
| (101,500) |
|
|
| (110,600) |
|
| (76,000) |
|
Proceeds from issuance of senior unsecured notes |
|
| 77,500 |
|
| 100,000 |
|
|
| 100,000 |
|
| 37,500 |
|
Principal payments on senior unsecured notes |
|
| (16,667) |
|
| (29,167) |
|
|
| (4,167) |
|
| (4,167) |
|
Proceeds from common stock issued |
|
| 78,592 |
|
| — |
|
|
| 14,578 |
|
| 70,885 |
|
Stock option exercises |
|
| 159 |
|
| 79 |
|
|
| 79 |
|
| 159 |
|
Distributions paid to stockholders |
|
| (62,211) |
|
| (56,842) |
|
|
| (45,110) |
|
| (41,031) |
|
Financing costs paid |
|
| (130) |
|
| (195) |
|
|
| (363) |
|
| (112) |
|
Other |
|
| (2,215) |
|
| (346) |
|
|
| (1,954) |
|
| (2,174) |
|
Net cash provided by financing activities |
|
| 31,528 |
|
| 179,029 |
|
|
| 963 |
|
| 62,560 |
|
Decrease in cash and cash equivalents |
|
| (9,329) |
|
| (13,508) |
| |||||||
Increase in cash and cash equivalents |
|
| 1,308 |
|
| 4,814 |
| |||||||
Cash and cash equivalents, beginning of period |
|
| 12,942 |
|
| 25,237 |
|
|
| 7,991 |
|
| 12,942 |
|
Cash and cash equivalents, end of period |
| $ | 3,613 |
| $ | 11,729 |
|
| $ | 9,299 |
| $ | 17,756 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
| |||
Interest paid |
| $ | 19,004 |
| $ | 12,230 |
|
| $ | 14,119 |
| $ | 12,047 |
|
Contingent Liabilities related to real estate investments |
| $ | 2,000 |
| $ | — |
| |||||||
Mortgage loan receivable applied against purchase price to acquire real estate (Note 2) |
| $ | — |
| $ | 10,600 |
| |||||||
Reclassification of pre-development loans (Note 4) |
| $ | — |
| $ | 716 |
|
See accompanying notes.
6
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
LTC Properties, Inc., a health care real estate investment trust (or REIT), was incorporated on May 12, 1992 in the State of Maryland and commenced operations on August 25, 1992. We invest primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending.We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (or SNF), assisted living communities (or ALF), independent living communities (or ILF), memory care communities (or MC) and combinations thereof. To meet these objectives, we attempt to invest in properties that provide opportunity for additional value and current returns to our stockholders and diversify our investment portfolio by geographic location, operator, property classification and form of investment.
We have prepared consolidated financial statements included herein without audit and in the opinion of management have included all adjustments necessary for a fair presentation of the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (or SEC). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (or GAAP) have been condensed or omitted pursuant to rules and regulations governing the presentation of interim financial statements. The accompanying consolidated financial statements include the accounts of our company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the ninethree and six months ended SeptemberJune 30, 20162017 and 20152016 are not necessarily indicative of the results for a full year.
Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation, including changes as a result of the application of accounting guidance for properties classified as held-for-sale.
No provision has been made for federal or state income taxes. Our company qualifies as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. As such, we generally are not taxed on income that is distributed to our stockholders.
New Accounting Pronouncements.
In May 2014, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update (or ASU) 2014-09, Revenue from Contracts with Customers, which requiresoutlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to be based upondepict the consideration expected from customers fortransfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In doing so, companies may need to use more judgement and make more estimates than under today’s guidance. While this ASU specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate. Additionally, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The new standard and its amendments are now effective on January 1, 2018, permits and permit reporting entities to apply the standard using either thea modified retrospective or cumulative effects transition method and allows for early adoption on January 1, 2017. We expect to adopt this standard effective on January 1, 2018. We do not believe this standard will have a material impact on our results of operations or financial condition.
In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Goingapproach, by
7
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Concern.recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The amendments in this update define management’s responsibility under GAAPWe have assessed our revenue streams to evaluate when and how substantial doubt about the organization’s ability to continue as a going concern should be disclosedidentify any differences in the financial statement footnotes. Thistiming, measurement or presentation of revenue recognition. We are currently evaluating the provisions of ASU expands disclosure requirements about principal conditions or events that raise substantial doubt. It also requires disclosing management’s2014-09 and its related updates and will be closely monitoring developments and additional guidance to determine the potential impact of the new standard. We expect to complete our evaluation of the significanceimpact during the second half of those conditions or events in relationship to the organization’s ability to meet its obligations, and management’s plans that are intended to either alleviate substantial doubt or to mitigate conditions or events that raise substantial doubt. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016. The adoption of2017 but we do not believe this guidance is not expected to have a material impact on the Company’s financial statements or disclosures.
In February 2015, FASB issued ASU No. 2015-02 (or ASU 2015-02), Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 amends the consolidation guidance for variable interest entities and voting interest entities, among other items, by eliminating the consolidation model previously applied to limited partnerships, emphasizing the risk of loss when determining a controlling financial interest and reducing the frequency of the application of related-party guidance when determining a controlling financial interest. ASU 2015-02 is effective for periods beginning after December 15, 2015, for public companies. The adoption of this ASU did notstandard will have a material impact on our consolidatedresults of operations or financial statements.condition, as a substantial portion of our revenues consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09. We expect to adopt this standard using the modified retrospective adoption method on January 1, 2018.
In February 2016, the FASB issued ASU No. 2016-02 (or ASU 2016-02), Leases (Topic 842). The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 modifies existing guidance for off-balance sheet treatment of a lessees’ operating leases by requiring lessees to recognizerecord a right-of-use asset and a lease assets and lease liabilities.liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance of operating leases. Under ASU 2016-02, lessor accounting is largely unchanged. Consistent with present standards, we will continue to account for lease revenue on a straight-line basis for most leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after beginning of the earliest comparative period in the financial statements. We are currently evaluatinghave begun our process for implementing this guidance, including identifying any non-lease components in our lease arrangements. We will continue to evaluate this guidance and the effects of this ASUimpact to us, as both lessor and lessee, on our consolidated financial statements.
In March 2016, FASB issued ASU No. 2016-07 (or ASU 2016-07), Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. ASU 2016-07 eliminates retroactive adjustment of an investment upon an investment qualifying for the equity method of accounting and requires the equity method investor to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the effectsThe adoption of this ASU did not have a material impact on our consolidated financial statements.
In March 2016, FASB issued ASU No. 2016-09 (or ASU 2016-09), Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. EarlyThe adoption is permitted. We are currently evaluating the effects of this ASU did not have a material impact on our consolidated financial statements.
In August 2016, FASB issued authoritativeASU No. 2016-15 (or ASU 2016-15), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force). ASU 2016-15 provides guidance that reduces the diversity in practice of the classification of certain cash receipts and cash payments within the statement of cash flows. This guidance is effective for fiscal periods beginning after December 15, 2017 and allows for early adoption.
8
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
guidance is effective for fiscal periods beginning after December 15, 2017 and allows for early adoption. The anticipated impact of the adoption of this guidance on the Company’s financial statements is still being evaluated.
In January 2017, the FASB issued ASU No. 2017-01(or ASU 2017-01), Business Combinations (Topic 805): Clarifying Definition of a Business. ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for transactions that have not been reported in previously issued (or available to be issued) financial statements. We adopted ASU 2017-01 during the quarter ended June 30, 2017. Historically, our acquisitions qualified as either a business combination or asset acquisition. The adoption of this ASU did not have a material impact on the company’s results of operations or financial condition as most of our acquisitions of investment properties will continue to qualify as asset acquisitions.
In February 2017, the FASB issued ASU No. 2017-05 (or ASU 2017-05), Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 defines an in-substance nonfinancial asset and clarifies guidance related to partial sales of nonfinancial assets. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We don’t expect a material impact on the Consolidated Financial Statements and related notes from the adoption of this standard.
2.Real Estate Investments
Assisted living communities, independent living communities, memory care communities and combinations thereof are included in the assisted living property classification (or collectively ALF). RangeHistorically, we had a property classification identified as range of care communities (or ROC) property classification consistswhich consisted of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Since we only have seven ROC remaining and given that these properties derive materially all of their revenue from skilled nursing services, we elected to reclassify them into the SNF property classification.
Any reference to the number of properties, number of units, number of beds, and yield on investments in real estate are unaudited and outside the scope of our independent registered public accounting firm’s review of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
9
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Owned Properties. The following table summarizes our investments in owned properties at SeptemberJune 30, 20162017 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average |
|
|
|
|
|
|
|
|
|
|
|
|
| Average |
| ||
|
|
|
|
| Percentage |
| Number |
| Number of |
| Investment |
|
|
|
|
| Percentage |
| Number |
| Number of |
| Investment |
| ||||||
|
| Gross |
| of |
| of |
| SNF |
| ALF |
| per |
|
| Gross |
| of |
| of |
| SNF |
| ALF |
| per |
| ||||
Type of Property |
| Investments |
| Investments |
| Properties(1) |
| Beds |
| Units |
| Bed/Unit |
|
| Investments |
| Investments |
| Properties(1) |
| Beds |
| Units |
| Bed/Unit |
| ||||
Assisted Living |
| $ | 681,365 |
| 52.7 | % | 103 |
| — |
| 5,607 |
| $ | 121.52 |
|
| $ | 742,518 |
| 54.8 | % | 103 |
| — |
| 5,772 |
| $ | 128.64 |
|
Skilled Nursing |
|
| 535,460 |
| 41.4 | % | 69 |
| 8,611 |
| — |
| $ | 62.18 |
|
|
| 579,757 |
| 42.8 | % | 76 |
| 9,276 |
| 274 |
| $ | 60.71 |
|
Range of Care |
|
| 43,907 |
| 3.4 | % | 7 |
| 634 |
| 274 |
| $ | 48.36 |
| |||||||||||||||
Under Development(2) |
|
| 21,511 |
| 1.7 | % | — |
| — |
| — |
|
| — |
| |||||||||||||||
Other(3) |
|
| 10,216 |
| 0.8 | % | 1 |
| 118 |
| — |
|
| — |
| |||||||||||||||
Under Development(3) |
|
| 21,878 |
| 1.6 | % | — |
| — |
| — |
|
| — |
| |||||||||||||||
Other(4) |
|
| 10,216 |
| 0.8 | % | 1 |
| 118 |
| — |
|
| — |
| |||||||||||||||
Totals |
| $ | 1,292,459 |
| 100.0 | % | 180 |
| 9,363 |
| 5,881 |
|
|
|
|
| $ | 1,354,369 |
| 100.0 | % | 180 |
| 9,394 |
| 6,046 |
|
|
|
|
(1) | We own properties in |
(2) |
|
(3) | Represents three development projects consisting of two MC with a total of 132 units and a 143-bed SNF. |
(4) | Includes three parcels of land held-for-use, and one behavioral health care hospital. The behavioral health care hospital has two licensed skilled nursing beds and 116 acute care licensed hospital beds which represents an investment of $78.39 per bed. |
Owned properties are leased pursuant to non-cancelable operating leases generally with an initial term of 10 to 15 years. Each lease is a triple net lease which requires the lessee to pay all taxes, insurance, maintenance and repairs, capital and non-capital expenditures and other costs necessary in the operations of the facilities. Many of the leases contain renewal options. The leases provide for fixed minimum base rent during the initial and renewal periods. The majority of our leases contain provisions for specified annual increases over the rents of the prior year that are generally computed in one of four ways depending on specific provisions of each lease:
(i) | a specified percentage increase over the prior year’s rent, generally between 2.0% and 3.0%; |
(ii) | a calculation based on the Consumer Price Index; |
(iii) | as a percentage of facility net patient revenues in excess of base amounts; or |
(iv) | specific dollar increases. |
During the three months ended June 30, 2017, we entered into agreements to transition two assisted living communities to a different operator in our portfolio, contingent upon licensure by the new operator, which is anticipated to occur in the third quarter of 2017. Additionally, we purchased a newly constructed 60-unit memory care community in Ohio for $15,650,000, as discussed below, and added it to a master lease with the same operator who is taking over the management of the two assisted living communities already mentioned. Based on the timing of the transition and funds held in escrow, we estimate a potential write-off of straight-line rent receivable ranging from $0 to $383,000. Annual rental income under the lease being terminated related to the two communities being transitioned was $2,401,000 and annual rental income under the master lease prior to the addition of all three properties was approximately $3,829,000, which will increase to $6,272,000 after the additions.
910
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Additionally, during the three months ended June 30, 2017, we issued a default notice on a master lease covering 11 memory care communities, two of which are under development. We are currently negotiating the transition of two of the operational properties to another operator in our portfolio. Accordingly, as of June 30, 2017, we wrote off $1,880,000 of straight-line rent and other receivables related to these two properties. Regarding the remaining properties, we are currently in negotiations with the operator and are exploring our options which may include transitioning some or all of the properties to another operator and/or a possible sale of some or all of the properties. Subsequent to June 30, 2017, the rents paid by this operator will be recorded on a cash basis. Annual rental income under the master lease is approximately $11,721,000 and at June 30, 2017, the net book value of the properties was $111,582,000. We had $8,608,000 in straight-line rent receivable and $6,577,000 in other assets on the balance sheet at June 30, 2017.
Acquisitions and Development:Developments: The following table summarizes our acquisitions for the ninesix months ended SeptemberJune 30, 2016 201(dollar7 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
| Number |
| Number | |
|
| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs(1) |
| Costs |
| Properties |
| Beds/Units | |||
Skilled Nursing(2) |
| $ | 16,000 |
| $ | 45 |
| $ | 16,045 |
| 1 |
| 126 |
Assisted Living(3) |
|
| 53,550 |
|
| 411 |
|
| 53,961 |
| 4 |
| 250 |
Land(4) |
|
| 5,425 |
|
| 63 |
|
| 5,488 |
| — |
| — |
Totals |
| $ | 74,975 |
| $ | 519 |
| $ | 75,494 |
| 5 |
| 376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
| Number |
| Number | |
|
| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs(1) |
| Costs |
| Properties |
| Beds/Units | |||
Assisted Living(2) |
| $ | 54,463 |
| $ | 277 |
| $ | 54,740 |
| 3 |
| 240 |
(1) | Represents cost associated with our acquisitions; however, depending on the accounting treatment of our acquisitions, transaction costs may be capitalized to the properties’ basis and, for our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Additionally, transaction costs may include costs related to the prior year due to timing and terminated transactions. |
(2) | We acquired a 107-unit assisted living community and a 73-unit memory care community for an aggregate purchase price of $38,813. Additionally, we acquired a 60-unit memory care community for $15,650. |
The following table summarizes our acquisitions for the six months ended June 30, 2016 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
| Number |
| Number | |
|
| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs(1) |
| Costs |
| Properties |
| Beds/Units | |||
Skilled Nursing(2) |
| $ | 16,000 |
| $ | 45 |
| $ | 16,045 |
| 1 |
| 126 |
Assisted Living(3) |
|
| 53,550 |
|
| 346 |
|
| 53,896 |
| 4 |
| 270 |
Totals |
| $ | 69,550 |
| $ | 391 |
| $ | 69,941 |
| 5 |
| 396 |
(1) | Represents cost associated with our acquisitions; however, depending on the accounting treatment of our acquisitions, transaction costs may be capitalized to the properties’ basis and, for our land purchases with forward development commitments, transaction costs related to the prior year due to timing and terminated transactions. |
(2) | We acquired a newly constructed 126-bed skilled nursing center in Texas. |
(3) | We acquired a newly constructed memory care community in Kentucky for $14,250 including a $2,000 holdback, a newly constructed assisted living and memory care community in Georgia for $14,300 and two memory care communities in Kansas for an aggregate purchase price of $25,000. |
|
|
Subsequent to September 30, 2016, we purchased a parcel of land in Illinois and entered into a development commitment to construct a memory care community. The commitment totals approximately $14,500,000, including the land purchase.
The following table summarizes our acquisitions for the nine months ended September 30, 2015 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
| Number |
| Number | |
|
| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs |
| Costs |
| Properties |
| Beds/Units | |||
Skilled Nursing(1) |
| $ | 13,946 |
| $ | — |
| $ | 13,946 |
| 1 |
| 106 |
Assisted Living(2) |
|
| 156,097 |
| $ | 325 |
|
| 156,422 |
| 11 |
| 951 |
Land(3) |
|
| 13,533 |
|
| 97 |
|
| 13,630 |
| — |
| — |
Totals |
| $ | 183,576 |
| $ | 422 |
| $ | 183,998 |
| 12 |
| 1,057 |
|
|
|
|
|
|
1011
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
TheDuring the six months ended June 30, 2017 and 2016 the following table summarizes our investment in development and improvement projects for the nine months ended September 30, 2016 and 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
| Nine months ended September 30, 2016 |
| Nine months ended September 30, 2015 | ||||||||||||||||||||
|
|
|
| Expansion, |
|
|
| Expansion, |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| Renovation and |
|
|
| Renovation and |
| Six months ended June 30, 2017 |
| Six months ended June 30, 2016 | ||||||||||||
|
| Development |
| Improvements |
| Development |
| Improvements |
| Development |
| Improvements |
| Development |
| Improvements | ||||||||
Assisted Living Communities |
| $ | 35,623 |
| $ | 2,134 |
| $ | 12,630 |
| $ | 3,843 |
| $ | 7,198 |
| $ | 839 |
| $ | 26,331 |
| $ | 1,293 |
Skilled Nursing Centers |
|
| — |
|
| 3,432 |
|
| 1,830 |
|
| 2,349 |
|
| 1,957 |
|
| 1,356 |
|
| - |
|
| 2,794 |
|
| $ | 35,623 |
| $ | 5,566 |
| $ | 14,460 |
| $ | 6,192 |
| $ | 9,155 |
| $ | 2,195 |
| $ | 26,331 |
| $ | 4,087 |
The following table summarizes our completed projects duringDuring the ninesix months ended SeptemberJune 30, 2016 (dollar amounts2017, we sold four assisted living communities with a carrying value of $8,726,000 for an aggregate price of $14,250,000. These properties are located in thousands):Indiana and Iowa with a total of 175 units. As a result of this sale, we recognized a net gain on sale of $5,054,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number |
|
|
| Number |
|
|
|
|
|
|
|
| of |
| Type of |
| of |
|
|
|
|
|
|
Type of Project |
| Properties |
| Property |
| Beds/Units |
| State |
| Total Funding |
| |
Development |
| 1 |
| ALF |
| 66 |
| Illinois |
| $ | 12,178 |
|
Development |
| 1 |
| ALF |
| 56 |
| Texas |
|
| 11,776 |
|
Development |
| 1 |
| ALF |
| 66 |
| Illinois |
|
| 11,886 |
|
Development |
| 1 |
| ALF |
| 66 |
| California |
|
| 11,405 |
|
Development |
| 1 |
| ALF |
| 89 |
| South Carolina |
|
| 13,974 |
|
Improvement |
| 1 |
| SNF |
| 160 |
| Arizona |
|
| 4,672 |
|
|
| 6 |
|
|
| 503 |
|
|
| $ | 65,891 |
|
During the ninesix months ended SeptemberJune 30, 2016, we sold a 48-unit assisted living community located in Florida with a carrying value of $1,750,000 for $1,750,000 which was previously written down to its estimated sale price in the fourth quarter of 2015. Additionally, we soldand two skilled nursing centers in Texas and an assisted living community in Floridawith a carrying value of $4,923,000 for an aggregate price of $11,850,000.$6,750,000. As a result of these sales, we recognized a net gain on sale of $3,775,000. Also, we sold a school in New Jersey for $3,850,000 and recorded a net loss on sale in the amount of $193,000.$1,802,000.
Mortgage Loans. The following table summarizes our investments in mortgage loans secured by first mortgages at SeptemberJune 30, 20162017 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage |
| Number |
| Number |
| Number of |
| Investment |
| |||
|
| Gross |
| of |
| of |
| of |
| SNF |
| ALF |
| per |
| ||
Type of Property |
| Investments |
| Investments |
| Loans |
| Properties(1) |
| Beds |
| Units |
| Bed/Unit |
| ||
Skilled Nursing |
| $ | 222,030 |
| 93.8 | % | 12 |
| 28 |
| 3,644 |
| — |
| $ | 60.93 |
|
Assisted Living |
|
| 13,468 |
| 5.7 | % | 3 |
| 8 |
| — |
| 270 |
| $ | 49.88 |
|
Other(2) |
|
| 1,209 |
| 0.5 | % | 1 |
| — |
| — |
| — |
|
| — |
|
Totals |
| $ | 236,707 |
| 100.0 | % | 16 |
| 36 |
| 3,644 |
| 270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of |
| Investment |
| |||||
|
| Gross |
|
|
|
|
| SNF |
| per |
| ||
Type of Property |
| Investments |
| Loans |
| Properties(1) |
| Beds |
| Bed/Unit |
| ||
Skilled Nursing |
| $ | 222,604 |
| 5 |
| 21 |
| 2,796 |
| $ | 79.62 |
|
(1) | We have investments in properties located in |
|
|
At SeptemberJune 30, 2016,2017, the mortgage loans had interest rates ranging from 7.3%9.4% to 13.9%11.2% and maturities ranging from 20162019 to 2045. In addition, some loans contain certain guarantees, provide for certain facility fees and generally have 20-year to 30-year amortization schedules. The majority of the mortgage loans provide for annual increases in the interest rate based upon a specified increase of 10 to 25 basis points.
The following table summarizes our mortgage loan activity for the six months ended June 30, 2017 and 2016 (in thousands):
|
|
|
|
|
|
|
|
|
| 2017 |
| 2016 |
| ||
Origination/Funding |
| $ | 7,829 |
| $ | 17,128 |
|
Pay-offs |
|
| 16,665 |
|
| 645 |
|
Scheduled principal payments received |
|
| 674 |
|
| 953 |
|
1112
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The following table summarizes our mortgage loan activity for the nine months ended September 30, 2016 and 2015 (in thousands):
|
|
|
|
|
|
|
|
|
| 2016 |
| 2015 |
| ||
Origination/Funding (1) |
| $ | 19,113 |
| $ | 53,427 |
|
Pay-offs |
| $ | 746 |
| $ | 2,487 |
|
Scheduled principal payments received |
| $ | 1,371 |
| $ | 1,794 |
|
|
|
During the nine months ended September 30, 2015, we purchased and equipped a 106-bed skilled nursing center in Wisconsin for a total of $13,946,000 by exercising our purchase option under a $10,600,000 mortgage and construction loan.
3.Investment in Unconsolidated Joint Ventures
We have madeOur investment in unconsolidated joint ventures consist of a preferred equity investment and two mezzanine loans which are accounted for as an unconsolidated joint venture in accordance with GAAP.
Preferred Equity Investment: We provided a total preferred capital contribution commitment of $25,650,000 to an entity (or the JV) that owns four properties in Arizona properties providingthat provides independent, assisted living and memory care services. At closing, we provided an initial preferred capital contribution of $20,143,000 and have committed to provide an additional preferred capital contribution of $5,507,000 for a total preferred capital contribution of $25,650,000. As the preferred member of the JV, we are entitled to receive a 15% preferred return, a portion of which is paid in cash and a portion of which is deferred if the cash flow of the JV is insufficient to pay all of the accrued preferred return. The unpaid accrued preferred return is accrued up to the common member’s capital account balance in the underlying JV (as determined in accordance with GAAP). We did not accrue the deferred portion of the preferred return during the nine months ended September 30, 2016. We continue to evaluate our claim on the estimated net assets of the underlying joint venture quarterly. Any unpaid accrued preferred return, whether recorded or unrecorded by us, is due and payable upon redemption.
The JV is intended to be self-financing and other than our preferred capital contributions, we are not required to provide any direct support and we are not entitled to share in the JV’s earnings or losses. As a result, we believe our maximum exposure to loss related to our investment in the JV would be limited to our preferred capital contributions plus any unpaid accrued preferred return. We have concluded that the JV meets the accounting criteria to be considered a variable interest entity (or VIE). However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the JV. Therefore, we account for our JV investment using the equity method.
As the preferred member of the JV, we are entitled to receive a 15% preferred return, a portion of which is paid in cash and a portion of which is deferred. The unpaid preferred return will be accrued to the extent of the common member’s capital account balance in the underlying JV. Since the common member’s capital account balance is currently $0, we did not record the deferred portion of the preferred return during the six months ended June 30, 2017. During the ninesix months ended SeptemberJune 30, 2016,2017, we provided an additionalfunded $987,000 of the preferred capital contribution of $481,000.contribution. Accordingly, we have a remaining preferred capital contribution commitment of $5,026,000.$2,750,000. At June 30, 2017 and December 31, 2016, our preferred equity investment was $23,308,000 and $22,321,000, respectively. During the ninesix months ended SeptemberJune 30, 2017 and 2016, we recognized $839,000$719,000 and $550,000, respectively, in income and received $1,409,000$619,000 and $1,027,000, respectively, of cash interest from our preferred equity investment in the JV.
Mezzanine Loans:During 2015,2016, we originatedentered into a $3,400,000 seven-year term mezzanine loan commitment for the development of a 127-unit senior housing community in Florida which will provide a combination of assisted living, memory care and independent living services. The loan agreement provides us a 15% preferred return, a portion of which is paid in cash and the remaining unpaid portion is deferred and subsequently paid to us at times set forth in the loan agreement. During the three months ended June 30, 2017, we funded $2,747,000 under this mezzanine loan and withheld $653,000 which will be applied to interest. During the 2017 second quarter, we recognized $46,000 in income.
We also have a $2,900,000 mezzanine loan to develop a 99-unit senior housing community in Florida which will provide a combination ALF, MCof assisted living, memory care and ILF community.independent living services. The loan matures on November 1, 2020 and bears interest at 10% forand will escalate to 15%. Interest payments were deferred and no interest was recorded between the first two years escalating to 12% until November 1, 2018time of the commencement of the loan and 15% thereafter. Interest is deferred for a period ending on the earlier of February 1, 2017, orthe first payment date per the terms of the loan agreement. In accordance with GAAP, we used the effective date ofinterest method to recognize interest income and recorded the certificate of occupancy. During this period,difference between the borrower is not required to pay any interest; however, the unpaid deferredeffective interest accruesincome and cash interest income to the loan principal balance. In addition toDuring the interest payments,six months ended June 30, 2017, we recognized $255,000 in income and received $135,000 of cash interest. At June 30, 2017 and December 31, 2016, the borrower is required to make cash flow participation payments. We have evaluatedoutstanding balance under this acquisition, developmentloan was $2,994,000 and construction (or ADC)$2,900,000, respectively.
1213
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
arrangement and determined that the characteristics are similar to a jointly-owned investment or partnership, and accordingly, the investment is accounted for as an unconsolidated joint venture under the equity method of accounting instead of loan accounting.
4.Notes Receivable
Notes receivable consists of variousmezzanine loans and line of credit agreements.other loan arrangements. The following table summarizes our notes receivable activities for the ninesix months ended SeptemberJune 30, 20162017 and 20152016 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
| 2016 |
| 2015 |
|
| ||
Advances under notes receivable | $ | 2,328 |
| $ | 1,464 |
|
|
Principal payments received under notes receivable |
| (90) |
|
| — |
|
|
Reclassed to real estate under development |
| — |
|
| (716) |
|
|
Net increase in notes receivable | $ | 2,238 |
| $ | 748 |
|
|
|
|
|
|
|
|
|
| 2017 |
| 2016 |
| ||
Advances and originations under notes receivable | $ | - |
| $ | 414 |
|
Principal payments received under notes receivable |
| (25) |
|
| (60) |
|
Net (decrease) increase in notes receivable | $ | (25) |
| $ | 354 |
|
During the three months ended September 30, 2016, we originated a $1,400,000 mezzanine loan funding $1,200,000 at closing with a commitment to fund an additional $200,000 upon achieving certain coverage ratios. The mezzanine loan is secured by a second mortgage on two skilled nursing centers located in Oregon totaling 146 beds. The mezzanine loan has a five year term and a rate of 15%. We have evaluated this ADC arrangement and determined that the characteristics are similar to a loan, and accordingly, the investment is recorded as a loan.
At September 30, 2016, we had six loans and line of credit agreements with on-going commitments totaling $3,525,000. As of September 30, 2016, we have remaining commitments of $1,714,000 under these agreements.
5.Debt Obligations
The following table sets forth information regarding debt obligations by component as of September 30, 2016 and December 31, 2015 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
| At September 30, 2016 |
| At December 31, 2015 |
| ||||||||
|
| Applicable |
|
|
| Available |
|
|
| Available |
| ||||
|
| Interest |
| Outstanding |
| for |
| Outstanding |
| for |
| ||||
Debt Obligations |
| Rate(1) |
| Balance |
| Borrowing |
| Balance |
| Borrowing |
| ||||
Bank borrowings |
| 2.20% |
| $ | 77,000 |
| $ | 523,000 |
| $ | 120,500 |
| $ | 479,500 |
|
Senior unsecured notes, net of debt issue costs |
| 4.49% |
|
| 512,262 |
|
| 12,500 |
|
| 451,372 |
|
| 33,333 |
|
Total |
| 4.19% |
| $ | 589,262 |
|
|
|
| $ | 571,872 |
|
|
|
|
|
|
Bank Borrowings. We have an Unsecured Credit Agreement that provides for a revolving line of credit up to $600,000,000. The Unsecured Credit Agreement matures on October 14, 2018 and provides for a one-year extension option at our discretion, subject to customary conditions. Based on our leverage at SeptemberJune 30, 2016,2017, the facility provides for interest annually at LIBOR plus 150 basis points and an unused commitment fee of 35 basis points. During the nine months ended SeptemberAt June 30, 2016 and 2015 we borrowed $83,500,000 and $267,000,000, respectively, under our Unsecured Credit Agreement.
13
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Additionally, we repaid $127,000,000 and $101,500,000, respectively, under our unsecured revolving line of credit. At September 30, 2016,2017, we were in compliance with all covenants.
Senior Unsecured Notes. During the ninesix months ended SeptemberJune 30, 2016,2017, we sold $37,500,000 senior unsecured term notes toamended our shelf agreement with affiliates and managed accounts of Prudential Investment Management, Inc. (or Prudential) with an annual fixed rate of 4.15%. The notes have an average 10-year life, scheduled principal payments and will mature in 2028. During the nine months ended September 30, 2016, we paid $16,667,000 in regular scheduled principal payments to Prudential. Accordingly, we have $12,500,000 available underincrease our shelf agreement with Prudential. Additionally, we amended our agreement with AIG Asset Management (U.S.) LLC (or AIG) which provides for the possible issuance of upcommitment to an additional $40,000,000 unsecured notes. During the three months ended September 30, 2016, we sold $40,000,000 senior unsecured term notes under our amended agreement with AIG to affiliated insurance company investment advisory clients of AIG with a coupon of 3.99%. The notes have an average 10-year life, fixed interest rate and will mature in 2031.$337,500,000
6.Equity
Equity activity wasThe debt obligations by component as of June 30, 2017 and December 31, 2016 are as follows ((dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
| At June 30, 2017 |
| At December 31, 2016 |
| ||||||||
|
| Applicable |
|
|
| Available |
|
|
| Available |
| ||||
|
| Interest |
| Outstanding |
| for |
| Outstanding |
| for |
| ||||
Debt Obligations |
| Rate(1) |
| Balance |
| Borrowing |
| Balance |
| Borrowing |
| ||||
Bank borrowings (2) |
| 2.66% |
| $ | 45,000 |
| $ | 555,000 |
| $ | 107,100 |
| $ | 492,900 |
|
Senior unsecured notes, net of debt issue costs (3) |
| 4.50% |
|
| 597,898 |
|
| 36,667 |
|
| 502,291 |
|
| 22,500 |
|
Total |
| 4.37% |
| $ | 642,898 |
| $ | 591,667 |
| $ | 609,391 |
| $ | 515,400 |
|
(1) | ||||
| ||||
| ||||
|
| |||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
| 2017. |
(2) | Subsequent to June 30, 2017, we borrowed an additional $5,000 under our unsecured revolving line of credit. Accordingly, we have $50,000 outstanding under our unsecured revolving line of credit with $550,000 available for borrowing. |
Preferred Stock.We had 2,000,000 shares of our 8.5% Series C Cumulative Convertible Preferred Stock (or Series C preferred stock) outstanding. Our Series C preferred stock was convertible into 2,000,000 shares of our common stock at $19.25 per share and dividends were payable quarterly. During 2015, the sole holder of our Series C Preferred stock elected to convert all of its preferred shares into 2,000,000 shares of common stock. Accordingly, we had no preferred stock outstanding as of September 30, 2016.
(3) | Subsequent to June 30, 2017, we paid $10,000 in regular scheduled principal payments to Prudential. Accordingly, we have $587,898 outstanding with $46,667 available under our agreement with Prudential. |
Common Stock. During 2015, we entered into equity distribution agreements (or Original Agreements) to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our common shares. Sales of common shares are made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings. During the nine months ended September 30, 2016, we sold 1,643,017 shares of common stock for $78,600,000 in net proceeds under the Original Agreements. In conjunction with the sale of common stock, we reclassified $463,000 of accumulated costs associated with the Original Agreements to additional paid in capital. On August 1, 2016, we terminated the Original Agreements and entered into new equity distribution agreements (or Equity Distribution Agreements) to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our company common share. As of September 30, 2016, no shares were issued under these agreements. Accordingly, at September 30, 2016, we had $200,000,000 available under our Equity Distribution Agreements.
14
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Our borrowings and repayments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six months ended June 30, |
| ||||||||||
|
| 2017 |
| 2016 |
| ||||||||
|
|
| Borrowings |
|
| Repayments |
|
| Borrowings |
|
| Repayments |
|
Bank borrowings |
| $ | 48,500 |
| $ | (110,600) |
| $ | 77,500 |
| $ | (76,000) |
|
Senior unsecured notes |
|
| 100,000 | (1) |
| (4,167) |
|
| 37,500 | (2) |
| (4,167) |
|
Total |
| $ | 148,500 |
| $ | (114,767) |
| $ | 115,000 |
| $ | (80,167) |
|
(1) | During the six months ended June 30, 2017, we sold 15-year senior unsecured notes in the aggregate amount of $100,000 to a group of investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual fixed rate of 4.5%, have scheduled principal payments and mature on February 16, 2032. |
(2) | During the six months ended June 30, 2016, we sold $37,500 senior unsecured term notes to Prudential with an annual fixed rate of 4.15%. The notes have an average 10-year life, scheduled principal payments and will mature in 2028. |
6.Equity
Equity activity was as follows (in thousands):
|
|
|
|
|
|
| Total |
| |
|
| Equity |
| |
Balance at December 31, 2016 |
| $ | 740,048 |
|
Net income |
|
| 46,890 |
|
Proceeds from common stock issued, net of issuance costs |
|
| 14,529 |
|
Stock-based compensation expense |
|
| 2,684 |
|
Performance based stock units |
|
| (6) |
|
Stock option exercise |
|
| 79 |
|
Common stock dividends |
|
| (45,110) |
|
Other |
|
| (1,947) |
|
Balance at June 30, 2017 |
| $ | 757,167 |
|
Common Stock. We have an equity distribution agreement to issue and sell, from time to time, up to $200,000,000 in aggregate offering price of our company common share. During the six months ended June 30, 2017, we sold 312,881 shares of common stock for $14,578,000 in net proceeds under our equity distribution agreement. The proceeds were used to pay down our unsecured revolving line of credit. In conjunction with the sale of common stock, we reclassified $49,000 of accumulated costs associated with this agreement to additional paid in capital. Accordingly, at June 30, 2017, we had $185,162,000 available under our Equity Distribution Agreements.
Also, during the ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, we acquired 49,09441,592 shares and 4,60949,094 shares respectively, of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Available Shelf Registrations. We had an automatic shelf registration statement which was filed in 2013 and provided us with the capacity to publicly offer up to $800,000,000 in common stock, preferred stock, warrants, debt, depositary shares, or units. In advance of the three-year expiration of the automatic shelf registration statement we filed in 2013,2016, we filed a new automatic shelf registration statement with the SEC on January 29, 2016 to provide us with additional capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under the automatic registration statement we filed in 2016 (until its expiration on January 29, 2019) in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering.
15
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
Distributions. We declared and paid the following cash dividends (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended |
|
| ||||||||||
|
| September 30, 2016 |
| September 30, 2015 |
|
| ||||||||
|
| Declared |
| Paid |
| Declared |
| Paid |
|
| ||||
Preferred Stock Series C |
| $ | — |
| $ | — |
| $ | 2,454 |
| $ | 2,454 |
|
|
Common Stock |
|
| 62,211 | (1) |
| 62,211 | (1) |
| 54,388 | (2) |
| 54,388 | (2) |
|
Total |
| $ | 62,211 |
| $ | 62,211 |
| $ | 56,842 |
| $ | 56,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months Ended |
|
| ||||||||||
|
| June 30, 2017 |
| June 30, 2016 |
|
| ||||||||
|
| Declared |
| Paid |
| Declared |
| Paid |
|
| ||||
Common Stock |
| $ | 45,110 | (1) | $ | 45,110 | (1) | $ | 41,031 | (2) | $ | 41,031 | (2) |
|
(1) | Represents |
(2) | Represents |
In October 2016,July 2017, we increased our common stockdeclared a monthly cash dividend approximately 5.6% from $0.18 per share toof $0.19 per share and declared monthly cash dividends on our common stock for the months of October, NovemberJuly, August and December,September 2017, payable on OctoberJuly 31, November 30,August 31, and December 30, 2016,September 29, 2017, respectively, to stockholders of record on OctoberJuly 21, November 22,August 23, and December 22, 2016,September 21, 2017, respectively.
Accumulated Other Comprehensive Income. At September 30, 2016 and December 31, 2015, accumulated comprehensive income of $8,000 and $47,000, respectively, represents the net unrealized holding gains on available-for-sale REMIC Certificates recorded in 2005 when we repurchased the loans in the underlying loan pool. This amount is being amortized to increase interest income over the remaining life of the loans that we repurchased from the REMIC Pool.
Stock-Based Compensation. During 2015, we adopted and our shareholders approved the 2015 Equity Participation Plan (or the 2015 Plan) which replaces the 2008 Equity Participation Plan (or the 2008 Plan). Under the 2015 Plan, 1,400,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2015 Plan are set by our compensation committee at its discretion.
During the ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, no stock options were granted.
15
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The stock options exercised during the ninesix months ended SeptemberJune 30, 20162017 and 20152016 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted |
|
|
|
|
|
|
|
|
|
| Weighted |
|
|
|
|
|
|
| ||
|
|
|
| Average |
|
|
|
|
|
|
|
|
|
| Average |
|
|
|
|
|
|
| ||
|
| Options |
| Exercise |
| Option |
| Market |
|
| Options |
| Exercise |
| Option |
| Market |
| ||||||
|
| Exercised |
| Price |
| Value |
| Value(1) |
|
| Exercised |
| Price |
| Value |
| Value(1) |
| ||||||
2017 |
| 3,334 |
| $ | 23.79 |
| $ | 79,000 |
| $ | 154,000 |
| ||||||||||||
2016 |
| 6,667 |
| $ | 23.79 |
| $ | 159,000 |
| $ | 311,000 |
|
| 6,667 |
| $ | 23.79 |
| $ | 159,000 |
| $ | 311,000 |
|
2015 |
| 3,333 |
| $ | 23.79 |
| $ | 79,000 |
| $ | 140,000 |
|
|
|
At SeptemberJune 30, 2016,2017, we had 33,33430,000 stock options outstanding of which 28,334 stock options areand exercisable. Compensation expense related to the vesting of stock options was $11,000$2,000 and $8,000 for each of the ninesix months ended SeptemberJune 30, 2017 and 2016, and 2015. At September 30, 2016, we had 5,000 unvested stock options. The remaining compensation expense to be recognized related to the future service period of unvested outstanding stock options for 2016 and 2017 is $4,000 and $3,000, respectively.
During the nine months ended September 30, 2015, we cancelled 640 shares of restricted stock under the 2008 Plan. During the nine months ended September 30, 2016 and 2015, we granted restricted stock and performance-based stock units under the 2015 Plan and 2008 Plan as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Price per |
|
|
| |
Year |
| No. of Shares |
| Share |
| Vesting Period |
| |
2016 |
| 65,300 |
| $ | 43.24 |
| ratably over 3 years |
|
|
| 54,107 |
| $ | 46.87 |
| TSR targets (1) |
|
|
| 7,680 |
| $ | 46.87 |
| June 1, 2017 |
|
|
| 127,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
| 65,750 |
| $ | 44.45 |
| ratably over 3 years |
|
|
| 18,000 |
| $ | 42.30 |
| ratably over 3 years |
|
|
| 8,400 |
| $ | 42.30 |
| June 2, 2016 |
|
|
| 92,150 |
|
|
|
|
|
|
|
|
16
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
During the six months ended June 30, 2017 and 2016, we granted restricted stock and performance-based stock units under the 2015 Plan as follows:
|
|
|
|
|
|
|
|
|
|
| No. of |
| Price per |
|
|
| |
Year |
| Shares/Units |
| Share |
| Vesting Period |
| |
2017 |
| 74,760 |
| $ | 45.76 |
| ratably over 3 years |
|
|
| 57,881 |
| $ | 45.76 |
| TSR targets (1) |
|
|
| 7,416 |
| $ | 48.55 |
| June 1, 2018 |
|
|
| 140,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
| 65,300 |
| $ | 43.24 |
| ratably over 3 years |
|
|
| 54,107 |
| $ | 46.87 |
| TSR targets (2) |
|
|
| 7,680 |
| $ | 46.87 |
| June 1, 2017 |
|
|
| 127,087 |
|
|
|
|
|
|
(1) | Vesting is based on achieving certain total shareholder return (or TSR) targets in 4 years with acceleration opportunity in 3 years. |
(2) | Vesting is based on achieving certain total shareholder return (or TSR) targets in 3.7 years with acceleration opportunity in 2.7 years. |
Compensation expense recognized related to the vesting of restricted common stock for the ninesix months ended SeptemberJune 30, 20162017 was $3,138,000,$2,682,000, compared to $3,082,000$2,012,000 for the same period in 2015.2016. At SeptemberJune 30, 2016,2017, the total number of restricted common shares that are scheduled to vest and remaining compensation expense to be recognized related to the future service period of unvested outstanding restricted common stock and performance-based stock units are as follows:
|
|
|
|
|
|
|
|
| Number |
| Remaining |
| |
|
| of |
| Compensation |
| |
Vesting Date |
| Awards |
| Expense |
| |
2016 |
| 980 |
| $ | 1,127,000 |
|
2017 |
| 85,343 |
|
| 3,428,000 |
|
2018 |
| 49,352 |
|
| 2,071,000 |
|
2019 |
| 75,878 | (1) |
| 236,000 |
|
|
| 211,553 |
| $ | 6,862,000 |
|
|
|
|
|
|
|
|
| Remaining | |
|
| Compensation | |
Vesting Date |
| Expense | |
2017 |
| $ | 2,552,000 |
2018 |
|
| 3,917,000 |
2019 |
|
| 2,114,000 |
2020 |
|
| 230,000 |
|
| $ | 8,813,000 |
17
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
7.Commitments and Contingencies
At SeptemberJune 30, 2016,2017, we had commitments as follows (in thousands):
September 30, 2016, we had commitments as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
| ||
|
| Investment |
| 2016 |
| Commitment |
| Remaining |
|
| Investment |
| 2017 |
| Commitment |
| Remaining |
| ||||||||
|
| Commitment |
| Funding |
| Funded |
| Commitment |
|
| Commitment |
| Funding |
| Funded |
| Commitment |
| ||||||||
Real estate properties (See Note 2) |
| $ | 67,924 | (1) | $ | 20,884 |
| $ | 28,103 |
| $ | 39,821 |
|
| $ | 64,974 | (1) | $ | 7,799 |
| $ | 24,579 |
| $ | 40,395 |
|
Accrued incentives and earn-out liabilities (2) |
|
| 16,600 |
|
| 1,130 |
|
| 1,130 |
|
| 15,470 |
|
|
| 14,000 |
|
| — |
|
| — |
|
| 14,000 |
|
Lease incentives |
|
| 5,652 |
|
| 1,591 |
|
| 2,046 |
|
| 3,606 |
|
|
| 6,560 |
|
| 1,623 |
|
| 3,723 |
|
| 2,837 |
|
Mortgage loans (See Note 2) |
|
| 51,490 | (1) |
| 2,833 |
|
| 4,126 |
|
| 47,364 |
|
|
| 51,000 | (1) |
| 7,829 |
|
| 13,167 |
|
| 37,833 |
|
Joint venture investments (See Note 3) |
|
| 25,650 |
|
| 481 |
|
| 20,624 |
|
| 5,026 |
|
|
| 25,650 |
|
| 988 |
|
| 22,900 |
|
| 2,750 |
|
Notes receivable (See Note 4) |
|
| 2,325 |
|
| 436 |
|
| 611 |
|
| 1,714 |
|
|
| 700 |
|
| — |
|
| — |
|
| 700 |
|
Totals |
| $ | 169,641 |
| $ | 27,355 |
| $ | 56,640 |
| $ | 113,001 |
|
| $ | 162,884 |
| $ | 18,239 |
| $ | 64,369 |
| $ | 98,515 |
|
(1) | Represents commitments to purchase land and improvements, if applicable, and to develop, re-develop, renovate or expand seniors housing and health care properties. |
(2) | During the |
We are a party from time to time to various general and professional liability claims and lawsuits asserted against the lessees or borrowers of our properties, which in our opinion are not singularly or in the aggregate material to our results of operations or financial condition. These types of claims and lawsuits may include matters involving general or professional liability, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims.
17
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
8.Major Operators
We have fourthree operators from each of which we derive approximately 10% or more of our combined rental revenue and interest income from mortgage loans. The following table sets forth information regarding our major operators as of SeptemberJune 30, 2016:2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of |
| Number of |
| Percentage of |
|
|
| Number of |
| Number of |
| Percentage of |
| |||||||||||||||||
|
|
|
|
|
|
|
| SNF |
| ALF |
| Total |
|
| Total |
|
|
|
|
|
|
| SNF |
| ALF |
| Total |
|
| Total |
|
|
Operator |
| SNF |
| ALF |
| ROC |
| Beds |
| Units |
| Revenue(1) |
|
| Assets |
|
|
| SNF |
| ALF |
| Beds |
| Units |
| Revenue (1) |
|
| Assets |
|
|
Prestige Healthcare |
| 20 |
| — |
| 2 |
| 2,822 |
| 93 |
| 21.2 | % |
| 16.1 | % |
|
| 22 |
| — |
| 2,830 |
| 93 |
| 16.4 | % |
| 15.9 | % |
|
Senior Lifestyle Corporation |
| — |
| 27 |
| — |
| — |
| 1,632 |
| 12.4 | % |
| 12.9 | % |
|
| — |
| 23 |
| — |
| 1,457 |
| 11.3 | % |
| 11.5 | % |
|
Brookdale Senior Living |
| — |
| 37 |
| — |
| — |
| 1,704 |
| 10.0 | % |
| 5.6 | % |
|
| — |
| 37 |
| — |
| 1,702 |
| 9.6 | % |
| 5.2 | % |
|
Senior Care Centers |
| 11 |
| — |
| — |
| 1,444 |
| — |
| 9.9 | % |
| 8.6 | % |
| |||||||||||||||
Totals |
| 31 |
| 64 |
| 2 |
| 4,266 |
| 3,429 |
| 53.5 | % |
| 43.2 | % |
|
| 22 |
| 60 |
| 2,830 |
| 3,252 |
| 37.3 | % |
| 32.6 | % |
|
(1) | Includes rental income and interest income from mortgage loans. |
Our financial position and ability to make distributions may be adversely affected if Prestige Healthcare, Senior Lifestyle Corporation, Brookdale Senior Living, Senior Care Centers or any of our lessees and borrowers face financial difficulties, including any bankruptcies, inability to emerge from bankruptcy, insolvency or general downturn in business of any such operator, or in the event any such operator does not renew and/or extend its relationship with us.
18
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
9.Earnings per Share
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Nine Months Ended |
|
|
| Three Months Ended |
| Six Months Ended |
|
| ||||||||||||||||
|
| September 30, |
| September 30, |
|
|
| June 30, |
| June 30, |
|
| ||||||||||||||||
|
| 2016 |
| 2015 |
| 2016 |
| 2015 |
|
|
| 2017 |
| 2016 |
| 2017 |
| 2016 |
|
| ||||||||
Net income |
| $ | 22,411 |
| $ | 19,647 |
| $ | 64,449 |
| $ | 55,127 |
|
|
| $ | 25,377 |
| $ | 22,180 |
| $ | 46,890 |
| $ | 42,038 |
|
|
Less net income allocated to participating securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-forfeitable dividends on participating securities |
|
| (85) |
|
| (117) |
|
| (284) |
|
| (366) |
|
|
|
| (92) |
|
| (98) |
|
| (189) |
|
| (199) |
|
|
Income allocated to participating securities |
|
| (5) |
|
| (4) |
|
| (12) |
|
| (4) |
|
|
|
| (12) |
|
| (7) |
|
| (12) |
|
| (7) |
|
|
Total net income allocated to participating securities |
|
| (90) |
|
| (121) |
|
| (296) |
|
| (370) |
|
|
|
| (104) |
|
| (105) |
|
| (201) |
|
| (206) |
|
|
Less net income allocated to preferred stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Preferred stock dividends |
|
| — |
|
| (818) |
|
| — |
|
| (2,454) |
|
| ||||||||||||||
Total net income allocated to preferred stockholders |
|
| — |
|
| (818) |
|
| — |
|
| (2,454) |
|
| ||||||||||||||
Net income available to common stockholders |
|
| 22,321 |
|
| 18,708 |
|
| 64,153 |
|
| 52,303 |
|
|
|
| 25,273 |
|
| 22,075 |
|
| 46,689 |
|
| 41,832 |
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participating securities |
|
| 90 |
|
| — |
|
| 296 |
|
| — |
|
|
|
| 104 |
|
| 105 |
|
| 201 |
|
| — | (1) |
|
Convertible preferred securities |
|
| — |
|
| 818 |
|
| — |
|
| 2,454 |
|
| ||||||||||||||
Total effect of dilutive securities |
|
| 90 |
|
| 818 |
|
| 296 |
|
| 2,454 |
|
| ||||||||||||||
Net income for diluted net income per share |
| $ | 22,411 |
| $ | 19,526 |
| $ | 64,449 |
| $ | 54,757 |
|
|
| $ | 25,377 |
| $ | 22,180 |
| $ | 46,890 |
| $ | 41,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for basic net income per share |
|
| 39,057 |
|
| 35,341 |
|
| 38,161 |
|
| 35,306 |
|
|
|
| 39,414 |
|
| 37,969 |
|
| 39,390 |
|
| 37,707 |
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
| 13 |
|
| 11 |
|
| 13 |
|
| 13 |
|
|
|
| 11 |
|
| 13 |
|
| 11 |
|
| 13 |
|
|
Performance-based stock units |
|
| 108 |
|
| — |
|
| 108 |
|
| — |
|
|
|
| 207 |
|
| — |
|
| 207 |
|
| — |
|
|
Participating securities |
|
| 157 |
|
| — |
|
| 173 |
|
| — |
|
|
|
| 162 |
|
| 182 |
|
| 161 |
|
| — | (1) |
|
Convertible preferred securities |
|
| — |
|
| 2,000 |
|
| — |
|
| 2,000 |
|
| ||||||||||||||
Total effect of dilutive securities |
|
| 278 |
|
| 2,011 |
|
| 294 |
|
| 2,013 |
|
|
|
| 380 |
|
| 195 |
|
| 379 |
|
| 13 |
|
|
Shares for diluted net income per share |
|
| 39,335 |
|
| 37,352 |
|
| 38,455 |
|
| 37,319 |
|
|
|
| 39,794 |
|
| 38,164 |
|
| 39,769 |
|
| 37,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
| $ | 0.57 |
| $ | 0.53 |
| $ | 1.68 |
| $ | 1.48 |
|
|
| $ | 0.64 |
| $ | 0.58 |
| $ | 1.19 |
| $ | 1.11 |
|
|
Diluted net income per share (1) |
| $ | 0.57 |
| $ | 0.52 |
| $ | 1.68 |
| $ | 1.47 |
|
| ||||||||||||||
Diluted net income per share |
| $ | 0.64 |
| $ | 0.58 |
| $ | 1.18 |
| $ | 1.11 | (1) |
|
(1) | For the |
19
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
10.Fair Value Measurements
In accordance with the accounting guidance regarding the fair value option for financial assets and financial liabilities, entities are permitted to choose to measure certain financial assets and liabilities at fair value, with the change in unrealized gains and losses reported in earnings. We did not elect the fair value option for any of our financial assets and financial liabilities.
19
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. We do not invest our cash in auction rate securities. The carrying value and fair value of our financial instruments as of SeptemberJune 30, 20162017 and December 31, 20152016 assuming election of fair value for our financial assets and financial liabilities were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At September 30, 2016 |
| At December 31, 2015 |
|
| At June 30, 2017 |
| At December 31, 2016 |
| ||||||||||||||||
|
| Carrying |
| Fair |
| Carrying |
| Fair |
|
| Carrying |
| Fair |
| Carrying |
| Fair |
| ||||||||
|
| Value |
| Value |
| Value |
| Value |
|
| Value |
| Value |
| Value |
| Value |
| ||||||||
Mortgage loans receivable |
| $ | 234,347 |
| $ | 277,300 | (1) | $ | 217,529 |
| $ | 257,335 | (1) |
| $ | 220,385 |
| $ | 270,059 | (1) | $ | 229,801 |
| $ | 294,319 | (1) |
Bank borrowings |
|
| 77,000 |
|
| 77,000 | (2) |
| 120,500 |
|
| 120,500 | (2) |
|
| 45,000 |
|
| 45,000 | (2) |
| 107,100 |
|
| 107,100 | (2) |
Senior unsecured notes, net of debt issue costs |
|
| 512,262 |
|
| 529,809 | (3) |
| 451,372 |
|
| 451,420 | (3) |
|
| 597,898 |
|
| 602,948 | (3) |
| 502,291 |
|
| 498,915 | (3) |
Accrued incentives and earn-outs |
|
| 12,514 |
|
| 12,514 | (4) |
| 12,722 |
|
| 12,722 | (4) |
|
| 12,140 |
|
| 12,140 | (4) |
| 12,229 |
|
| 12,229 | (4) |
(1) | Our investment in mortgage loans receivable is classified as Level 3. The fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is determined using our assumption on market conditions adjusted for market and credit risk and current returns on our investments. The discount rate used to value our future cash inflows of the mortgage loans receivable at |
(2) | Our bank borrowings bear interest at a variable interest rate. The estimated fair value of our bank borrowings approximated their carrying values at |
(3) | Our obligation under our senior unsecured notes is classified as Level 3 and thus the fair value is determined using a widely accepted valuation technique, discounted cash flow analysis on the expected cash flows. The discount rate is measured based upon management’s estimates of rates currently prevailing for comparable loans available to us, and instruments of comparable maturities. At |
(4) | Our accrued incentives and earn-outs are classified as Level 3. We estimated the fair value of the contingent earn‑out payments using a discounted cash flow analysis. The discount rate that we use consists of a risk‑free U.S. Treasury rate plus a company specific credit spread which we believe is acceptable by willing market participants. At |
11.Subsequent Events
Subsequent to September 30, 2016 the following events occurred:
Real Estate Investments: We purchased a parcel of land in Illinois and entered into a development commitment to construct a memory care community. The commitment totals approximately $14,500,000, including the land purchase.
Equity: We increased our monthly cash dividend approximately 5.6% from $0.18 per share to $0.19 per share and declared monthly cash dividends on our common stock for the months of October, November and December, payable on October 31, November 30, and December 30, 2016, respectively to stockholders of record on October 21, November 22, and December 22, 2016, respectively.
20
LTC PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
(Unaudited)
11.Subsequent Events
Subsequent to June 30, 2017 the following events occurred:
Debt Obligations: We borrowed $5,000,000 under our unsecured revolving line of credit. Accordingly, we have $50,000,000 outstanding under our unsecured revolving line of credit with $550,000,000 available for borrowing. Additionally, we paid $10,000,000 in regular scheduled principal payments to Prudential. Accordingly, we have $587,898,000 outstanding with Prudential with $46,667,000 available under our shelf agreement with Prudential.
Equity: We declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2017, payable on July 31, August 31, and September 29, 2017, respectively to stockholders of record on July 21, August 23, and September 21, 2017, respectively.
21
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statement Regarding Forward Looking Disclosure
This quarterly report 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 (including our ability to re-lease properties upon expiration of a lease term); 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” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 20152016 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.
Executive Overview
Business and Investment Strategy
We are a self-administered health care real estate investment trust (or REIT) that invests primarily in seniors housing and health care properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. We conduct and manage our business as one operating segment, rather than multiple operating segments, for internal reporting and internal decision making purposes. Our primary objectives are to create, sustain and enhance stockholder equity value and provide current income for distribution to stockholders through real estate investments in seniors housing and health care properties managed by experienced operators. Our primary seniors housing and health care property classifications include skilled nursing centers (or SNF), assisted living communities (or ALF), independent living communities (or ILF), memory care communities (or MC) and combinations thereof. ALF, ILF, MC, and combinations thereof are included in the ALF property classification. RangeHistorically, we had a property classification identified as range of care communities (or ROC) property classification consistswhich consisted of properties providing skilled nursing and any combination of assisted living, independent living and/or memory care services. Since we only have seven ROC remaining and given that these properties derive materially all of their revenue from skilled nursing services, we elected to
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reclassify them into the SNF property classification. As of SeptemberJune 30, 2016,2017, seniors housing and long-term health care properties comprised approximately 99%99.4% of our real estate investment portfolio. We have been operating since August 1992.
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Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals and interest earned on outstanding loans receivable. Our investments in owned properties and mortgage loans represent our primary source of liquidity to fund distributions and are dependent upon the performance of the operators on their lease and loan obligations and the rates earned thereon. To the extent that the operators experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of health care facility and operator. Our monitoring process includes periodic review of financial statements for each facility, periodic review of operator credit, scheduled property inspections and review of covenant compliance.
In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. Some operating leases and loans are credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the operator and its affiliates.secure multiple properties.
Portfolio Overview
The following table summarizes our real estate investment portfolio as of SeptemberJune 30, 20162017 (dollar amounts in thousands):
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| Nine Months Ended |
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| September 30, 2016 |
| Percentage |
| Number |
| Number of |
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| June 30, 2017 |
| Percentage |
| Number |
| Number of |
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| Gross |
| of |
| Rental |
| Interest |
| of |
| of |
| SNF |
| ALF |
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| Gross |
| of |
| Rental |
| Interest |
| of |
| of |
| SNF |
| ALF |
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Type of Property |
| Investments |
| Investments |
| Income (1) |
| Income(2) |
| Revenues |
| Properties(3) |
| Beds(4) |
| Units(4) |
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| Investments |
| Investments |
| Income (1) |
| Income(2) |
| Revenues |
| Properties(3) |
| Beds(4) |
| Units(4) |
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Skilled Nursing |
| $ | 757,490 |
| 49.5 | % | $ | 45,723 |
| $ | 19,346 |
| 55.2 | % | 97 |
| 12,255 |
| — |
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| $ | 802,361 |
| 50.9 | % | $ | 34,431 |
| $ | 13,144 |
| 57.4 | % | 97 |
| 12,072 |
| 274 |
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Assisted Living |
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| 694,833 |
| 45.5 | % |
| 46,850 |
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| 882 |
| 40.5 | % | 111 |
| — |
| 5,877 |
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| 742,518 |
| 47.1 | % |
| 35,115 |
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| — |
| 42.3 | % | 103 |
| — |
| 5,772 |
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Range of Care |
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| 43,907 |
| 2.9 | % |
| 4,404 |
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| — |
| 3.7 | % | 7 |
| 634 |
| 274 |
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Under Development(5) |
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| 21,511 |
| 1.4 | % |
| — |
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| — |
| — | % | — |
| — |
| — |
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Other(6) |
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| 11,425 |
| 0.7 | % |
| 649 |
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| 83 |
| 0.6 | % | 1 |
| 118 |
| — |
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Under Development(6) |
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| 21,878 |
| 1.4 | % |
| — |
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| — |
| — | % | — |
| — |
| — |
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Other(7) |
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| 10,216 |
| 0.6 | % |
| 216 |
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| — |
| 0.3 | % | 1 |
| 118 |
| — |
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Totals |
| $ | 1,529,166 |
| 100.0 | % | $ | 97,626 |
| $ | 20,311 |
| 100.0 | % | 216 |
| 13,007 |
| 6,151 |
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| $ | 1,576,973 |
| 100.0 | % | $ | 69,762 |
| $ | 13,144 |
| 100.0 | % | 201 |
| 12,190 |
| 6,046 |
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(1) | Excludes rental income from properties sold during |
(2) | Excludes interest income from mortgage loans paid off during |
(3) | We have investments in |
(4) | See Item 1. Financial Statements – Note 2. Real Estate Investments for discussion of bed/unit count. |
(5) |
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(6) | Represents three development projects consisting of two MC with a total of 132 units and a 143-bed SNF. |
(7) | Includes |
As of SeptemberJune 30, 20162017 we had $1.3 billion in carrying value of net real estate investments, consisting of $1.0$1.1 billion or 81.4%82.9% invested in owned and leased properties and $0.3$0.2 billion or 18.6%17.1% invested in mortgage loans secured by first mortgages.
For the ninesix months ended SeptemberJune 30, 2016,2017, rental income and interest income from mortgage loans represented 82.6% and 17.0%15.7%, respectively, of total gross revenues. In most instances, our lease structure contains fixed annual rental escalations, which are generally recognized on a straight-line basis over the minimum lease period. Certain leases have annual rental escalations that are contingent upon changes in
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the Consumer Price Index and/or changes in the gross operating revenues of the property. For those certain leases, the revenue is not recognized until the appropriate contingencies have been resolved.
For the ninesix months ended SeptemberJune 30, 2016,2017, we recorded $8.2$5.3 million in straight-line rental income
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and $75,000$53,000 of straight-line rent receivable reserve. During the ninesix months ended SeptemberJune 30, 2016,2017, we received $91.9$66.1 million of cash rental revenue and recorded amortization of lease incentive cost of $1.4$1.1 million. During the nine months ended SeptemberAt June 30, 2016, there were no lease renewals. At September 30, 2016,2017, the straight-line rent receivable balance, net of reserves, on the balance sheet was $50.1$60.0 million.
During the ninesix months ended SeptemberJune 30, 2016,2017, an existing lease was amended to extend the term for an additional five years and increase rent by 2%. Additionally, we sold a 48-unitamended an existing master lease, due to the sale of four assisted living communities as discussed below, resulting in a rental revenue decrease of $0.9 million on an annual basis.
During the three months ended June 30, 2017, we entered into agreements to transition two assisted living communities to a different operator in our portfolio, contingent upon licensure by the new operator, which is anticipated to occur in the third quarter of 2017. Additionally, we purchased a newly constructed 60-unit memory care community located in FloridaOhio for $1.8$15.7 million and added it to a master lease with the same operator who is taking over the management of the two assisted living communities already mentioned. Based on the timing of the transition and funds held in escrow, we estimate a potential write-off of straight-line rent receivable ranging from $0 to $0.4 million. Annual rental income under the lease being terminated related to the two communities being transitioned was $2.4 million and annual rental income under the master lease prior to the addition of all three properties was approximately $3.8 million, which was previously written downwill increase to its estimated sale price$6.3 million after the additions.
Additionally, during the three months ended June 30, 2017, we issued a default notice on a master lease covering 11 memory care communities, two of which are under development. We are currently negotiating the transition of two of the operational properties to another operator in our portfolio. Accordingly, as of June 30, 2017, we wrote off $1.9 million of straight-line rent and other receivables related to these two properties. Regarding the fourth quarterremaining properties, we are currently in negotiations with the operator and are exploring our options which may include transitioning some or all of 2015. Additionally, we sold two skilled nursing centers in Texas and an assisted living community in Florida for an aggregate price of $11.9 million. Asthe properties to another operator and/or a result of these sales, we recognized a net gain onpossible sale of $3.8 million. Also, we soldsome or all of the properties. Subsequent to June 30, 2017, the rents paid by this operator will be recorded on a school in New Jersey for $3.9cash basis. Annual rental income under the master lease is approximately $11.7 million and recorded aat June 30, 2017, the net lossbook value of the properties was $111.5 million. We had $8.6 million in straight-line rent receivable and $6.6 million in other assets on sale in the amountbalance sheet at June 30, 2017.
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2016 Transaction2017 Activities Overview
Investment in Owned Properties
The following table summarizes our acquisitions during the ninesix months ended SeptemberJune 30, 2016 (dollar2017 (dollar amounts in thousands):
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| Total |
| Number |
| Number | |
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| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs(1) |
| Costs |
| Properties |
| Beds/Units | |||
Skilled Nursing(2) |
| $ | 16,000 |
| $ | 45 |
| $ | 16,045 |
| 1 |
| 126 |
Assisted Living(3) |
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| 53,550 |
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| 411 |
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| 53,961 |
| 4 |
| 270 |
Land(4) |
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| 5,425 |
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| 63 |
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| 5,488 |
| — |
| — |
Totals |
| $ | 74,975 |
| $ | 519 |
| $ | 75,494 |
| 5 |
| 396 |
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| Total |
| Number |
| Number | |
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| Purchase |
| Transaction |
| Acquisition |
| of |
| of | |||
Type of Property |
| Price |
| Costs(1) |
| Costs |
| Properties |
| Beds/Units | |||
Assisted Living(2) |
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| $54,463 |
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| $277 |
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| $54,740 |
| 3 |
| 240 |
(1) | Represents cost associated with our acquisitions; however, depending on the accounting treatment of our acquisitions, transaction costs may be capitalized to the properties’ basis and, for our land purchases with forward development commitments, transaction costs are capitalized as part of construction in progress. Additionally, transaction costs may include costs related to the prior year due to timing and terminated transactions. |
(2) | We acquired a |
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Development Projects
TheDuring the six months ended June 30, 2017, we invested the following table summarizes our investment in development and improvement projects during the nine months ended September 30, 2016(in thousands):
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| Renovation and |
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| Development |
| Improvements |
| Development |
| Improvements | ||||
Assisted Living Communities |
| $ | 35,623 |
| $ | 2,134 |
| $ | 7,198 |
| $ | 839 |
Skilled Nursing Centers |
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| — |
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| 3,432 |
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| 1,957 |
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| 1,356 |
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| $ | 35,623 |
| $ | 5,566 |
| $ | 9,155 |
| $ | 2,195 |
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Property Sales
Completed Developments
The following table summarizes our completed projects duringDuring the ninesix months ended SeptemberJune 30, 2016 (dollar amounts2017, we sold four assisted living communities with a carrying value of $8.7 million for an aggregate price of $14.3 million. These properties are located in thousands):Indiana and Iowa with a total of 175 units. As a result of this sale, we recognized a net gain on sale of $5.1 million.
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Type of Project |
| Properties |
| Property |
| Beds/Units |
| State |
| Total Funding |
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Development |
| 1 |
| ALF |
| 66 |
| Illinois |
| $ | 12,178 |
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Development |
| 1 |
| ALF |
| 56 |
| Texas |
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| 11,776 |
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Development |
| 1 |
| ALF |
| 66 |
| Illinois |
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| 11,886 |
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Development |
| 1 |
| ALF |
| 66 |
| California |
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| 11,405 |
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Development |
| 1 |
| ALF |
| 89 |
| South Carolina |
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| 13,974 |
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Improvement |
| 1 |
| SNF |
| 160 |
| Arizona |
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| 4,672 |
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| 6 |
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| 503 |
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| $ | 65,891 |
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Investment in Mortgage Loans
A summary of our mortgage loan origination and funding for the ninesix months ended SeptemberJune 30, 2016,2017, is as follows (in thousands):
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Investment in Unconsolidated Joint Ventures
We have a preferred equity investment in an entity (the JV) that owns four properties located in Arizona providing independent, assisted living and memory care services. We provided an initial preferred capital contribution of $20.1 million and have a commitment to provide an additional preferred capital contribution of $5.5 million for a total preferred capital contribution of $25.6 million. As the preferred member of the JV, we are entitled to receive a 15% preferred return, a portion of which is paid in cash and a portion of which is deferred if the cash flow of the JV is insufficient to pay all of the accrued preferred return. Any unpaid accrued preferred return, whether recorded or unrecorded by us, will be paid upon redemption. During the nine months ended September 30, 2016, we provided an additional preferred capital contribution of $0.5 million. Accordingly, we have a remaining preferred capital contribution commitment of $5.0 million. During the nine months ended September 30, 2016, we recognized $0.8 million in income and received $1.4 million of cash from our preferred equity investment.
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Investment in Unconsolidated Joint Ventures
Our investment in unconsolidated joint ventures consist of a preferred equity investment and two mezzanine loans which are accounted for as an unconsolidated joint venture in accordance with GAAP.
Preferred Equity Investment: We provided a total preferred capital contribution commitment of $25.7 million to an entity (or the JV) that owns four properties in Arizona that provides independent, assisted living and memory care services. During the six months ended June 30, 2017, we funded $1.0 million of the preferred capital contribution with a remaining preferred capital contribution commitment of $2.7 million. At June 30, 2017, our preferred equity investment was $23.3 million. During the six months ended June 30, 2017, we recognized $0.7 million in income and received $0.6 million of cash interest from our preferred equity investment in the JV.
Mezzanine Loans: We provided two mezzanine loan commitments for the development of two senior housing communities with a total of 226 units in Florida which will provide a combination of assisted living, memory care and independent living services. Per the terms of the loan agreements, a portion of the interest is deferred for a fixed period of time and repaid based on scheduled dates. In accordance with GAAP, we used the effective interest method to recognize interest income and recorded the difference between the effective interest income and cash interest income to the loan principal balance. During the 2017 second quarter, we funded $2.8 million under one of these mezzanine loans and withheld $0.6 million which will be applied to interest. During the six months ended June 30, 2017, we recognized $0.3 million in income and received $0.1 million of cash interest. At June 30, 2017, the outstanding balance under these loans was $6.4 million.
Notes Receivable
Notes receivable consists of mezzanine loans and other loan arrangements. The following table summarizes our notes receivable activities for the ninesix months ended SeptemberJune 30, 20162017 (dollar amounts in thousands):
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Advances under notes receivable | $ | - |
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Principal payments received under notes receivable |
| (25) |
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Net | $ | (25) |
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At September 30, 2016, we had six loans and line of credit agreements with commitments totaling $3.5 million. As of September 30, 2016, we have remaining commitments of $1.7 million under these agreements.
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Health Care Regulatory Climate
The Centers for Medicare & Medicaid Services (or CMS) annually updates Medicare skilled nursing facility prospective payment system rates and other policies. On July 30, 2015, CMS released its final skilled nursing facility prospective payment system update for fiscal year 2016, which began October 1, 2015. CMS projected that aggregate Medicare payments to skilled nursing facilities would increase by $430 million, or 1.2%, under the final rule. This increase reflected a 2.3% market basket increase, reduced by both a 0.6 percentage point forecast error adjustment and a 0.5 percentage point multifactor productivity adjustment. On July 29, 2016, CMS released a final rule updating fiscal year 2017 Medicare payment rates and quality programs for skilled nursing facilities. The final rule provides for a net market basket increase of 2.4 %, beginning October 1, 2016. This reflects a 2.7% market basket increase, reduced by a 0.3 percentage point multifactor productivity adjustment. CMS estimates that aggregate payments to skilled nursing facilities under the final rule will increase by approximately $920 million. CMS also adopted new measures and policies for the Skilled Nursing Facility Quality Reporting Program and the Value-Based Purchasing Program. On July 31, 2017, CMS released a final rule updating Medicare skilled nursing facility rates and policies for fiscal year 2018, which begins on October 1, 2017. CMS expects the rule to increase overall payments to SNFs by $370 million in fiscal year 2018, or 1.0%, compared to fiscal year 2017 levels. The 1% update for fiscal year 2018 was set by Congress in 2015 legislation. In addition, the final rule updates Quality Reporting Program measures and adopts additional policies to implement the Value-Based Purchasing Program in fiscal year 2019. On April 27, 2017, CMS released an advance notice of proposed rulemaking or pre-rule, to request comments on the possibility of replacing the skilled nursing facility prospective payment
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system’s existing case-mix classification model, the Resource Utilization Groups, Version 4 (RUG-IV), with a new model, the Resident Classification System, Version I (RCS-I). Among other features of this proposal, CMS anticipates that this model would more closely link facility payment to objective resident characteristics, rather than minutes of therapy provided. CMS intends to propose case-mix refinements in the fiscal year 2019 skilled nursing facility prospective payment system proposed rule; additional details regarding the potential reforms will be available at that time.
On September 28, 2016, CMS released a final rule revising the requirements that long-term care facilities must meet to participate in the Medicare and Medicaid programs. This major rule addresses requirements for improving quality of care and patient safety, nursing facility staffing, care planning, infection control, and residents’ rights and compliance and ethics programs, and bansamong other key provisions. While the rule also banned pre-dispute arbitration agreements, among several key positions.that provision was stayed due to litigation challenging the requirement. On June 8, 2017, CMS published a proposed rule that would eliminate the prohibition on pre-dispute binding arbitration agreements and otherwise modify these requirements. CMS estimates that the rule will impose an average cost of $62,900 per facility in the first year and $55,000 per facility per year in subsequent years. There can be no assurance that this rulethese rules or future regulations modifying Medicare skilled nursing facility payment rates or other requirements for Medicare and/or Medicaid participation will not have an adverse effect on the financial condition of our borrowers and lessees which could, in turn, adversely impact the timing or level of their payments to us.
Congress periodically considers legislation revising Medicare and Medicaid policies, including legislation that could have the impact of reducing Medicare reimbursement for skilled nursing facilities and other Medicare providers, limiting state Medicaid funding allotments, encouraging home and community-based long term care services as an alternative to institutional settings, or otherwise reforming payment policy for post-acute care services. There can be no assurances that enacted or future legislation will not have an adverse impact on the financial condition of our borrowers and lessees, which subsequently could materially adversely impact our company.
Additional reforms affecting the payment for and availability of health care services have been proposed at the federal and state level and adopted by certain states. Increasingly state Medicaid programs are providing coverage through managed care programs under contracts with private health plans, which is intended to decrease state Medicaid costs. Congress and state legislatures can be expected to continue to review and assess alternative health care delivery systems and payment methodologies. Changes in the law, new interpretations of existing laws, or changes in payment methodologies may have a dramatic effect on the definition of permissible or impermissible activities, the relative costs associated with doing business and the amount of reimbursement by the government and other third party payors.
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Key Transactions During the Quarter
During the third quarter, we acquired a parcel of land and improvements in Kentucky for $5.4 million and entered into a development commitment to construct a 143-bed skilled nursing center. The commitment totals $24.3 million, including the land and improvements purchases. The property was added to an existing master lease agreement. Rent on the property will commence upon completion of construction at an initial lease rate of 8.5%. Subsequent to September 30, 2016, we purchased a parcel of land in Illinois and entered into a development commitment to construct a memory care community. The commitment totals $14.5 million, including the land purchase.
During the third quarter, we completed a 66-unit assisted living community in California, a 66-unit memory care community in Illinois and an 89-unit combination assisted living and memory care community in South Carolina.
During the third quarter, we received $5.1 million for the sale of a 126-unit assisted living community located in Florida. We recorded a net gain on sale of $2.0 million as a result of this transaction. Also, we sold a school in New Jersey for $3.9 million and recorded a loss on sale of $0.2 million.
During the third quarter, we originated a $1.4 million mezzanine loan, funding $1.2 million at closing, with a commitment to fund an additional $0.2 million upon achieving certain coverage ratios. The mezzanine loan is secured by a second mortgage on two skilled nursing centers located in Oregon totaling 146 beds. The mezzanine loan has a five-year term and a rate of 15%.
During the third quarter, we sold $40.0 million senior unsecured term notes to affiliated insurance company investment advisory clients of AIG Asset Management (U.S.) LLC (or AIG) with a coupon of 3.99%. The notes have scheduled principal payments, an average 10-year life, fixed interest rate and will mature in 2031.
During the third quarter, we sold 152,623 shares of common stock for $7.7 million in net proceeds under our equity distribution agreements (or Original Agreements). In conjunction with the sale of common stock, we reclassified $0.1 million of accumulated costs associated with the Original Agreements to additional paid in capital. On August 1, 2016, we terminated our Original Agreements and entered into new equity distribution agreements (or Equity Distribution Agreements) to issue and sell, from time to time, up to $200.0 million in aggregate offering price of our company common share. As of September 30, 2016, no shares were issued under these agreements. Accordingly, at September 30, 2016, we had $200.0 million available under our Equity Distribution Agreements.
Subsequent to September 30, 2016, we increased our common stock monthly cash dividend approximately 5.6% from $0.18 per share to $0.19 per share and declared monthly cash dividends on our common stock for the months of October, November and December, payable on October 31, November 30, and December 30, 2016, respectively, to stockholders of record on October 21, November 22, and December 22, 2016, respectively.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results in making operating decisions and for budget planning purposes.
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Concentration Risk. We evaluate by gross investment our concentration risk in terms of asset mix, investment mix, operator mix and geographic mix. Concentration risk is valuable to understand what portion of our investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property or mortgage loans. In order to qualify as an equity REIT, at least 75 percent of our total assets must be represented by real estate assets, cash, cash items and government securities. Investment mix measures the portion of our investments that relate to our various property classifications. Operator mix measures the portion of our investments that relate to
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our top five operators. Geographic mix measures the portion of our investment that relate to our top five states.
The following table reflects our recent historical trends of concentration risk (gross investment, in thousands):
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| 9/30/16 |
| 6/30/16 |
| 3/31/16 |
| 12/31/15 |
| 9/30/15 |
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| 6/30/17 |
| 3/31/17 |
| 12/31/16 |
| 9/30/16 |
| 6/30/16 |
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Asset mix: |
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Real property |
| $ | 1,292,459 |
| $ | 1,291,386 |
| $ | 1,229,756 |
| $ | 1,198,686 |
| $ | 1,154,649 |
|
| $ | 1,354,369 |
| $ | 1,305,918 |
| $ | 1,301,563 |
| $ | 1,292,459 |
| $ | 1,291,386 |
|
Loans receivable |
|
| 236,707 |
|
| 235,243 |
|
| 225,299 |
|
| 219,719 |
|
| 206,541 |
|
|
| 222,604 |
|
| 225,541 |
|
| 232,116 |
|
| 236,707 |
|
| 235,243 |
|
Investment mix: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skilled nursing centers |
| $ | 757,490 |
| $ | 755,287 |
| $ | 750,663 |
| $ | 726,865 |
| $ | 692,971 |
|
| $ | 802,361 |
| $ | 799,298 |
| $ | 796,468 |
| $ | 801,397 |
| $ | 799,194 |
|
Assisted living communities |
|
| 694,833 |
|
| 694,504 |
|
| 631,639 |
|
| 621,225 |
|
| 612,640 |
|
|
| 742,518 |
|
| 703,668 | (3) |
| 711,645 |
|
| 706,279 |
|
| 702,386 |
|
Range of care communities |
|
| 43,907 |
|
| 43,907 |
|
| 43,907 |
|
| 43,907 |
|
| 43,907 |
| ||||||||||||||||
Under development(1) |
|
| 21,511 |
|
| 12,236 |
|
| 8,151 |
|
| 5,713 |
|
| 1,459 |
| ||||||||||||||||
Under development |
|
| 21,878 |
|
| 17,071 |
|
| 14,142 |
|
| 10,065 |
|
| 4,354 |
| ||||||||||||||||
Other(2) |
|
| 11,425 |
|
| 20,695 |
|
| 20,695 |
|
| 20,695 |
|
| 10,213 |
|
|
| 10,216 |
|
| 11,422 |
|
| 11,424 |
|
| 11,425 |
|
| 20,695 |
|
Operator mix: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prestige Healthcare(2) |
| $ | 226,204 |
| $ | 224,220 |
| $ | 213,690 |
| $ | 207,092 |
| $ | 194,725 |
|
| $ | 234,601 |
| $ | 231,657 |
| $ | 227,274 |
| $ | 226,204 |
| $ | 224,220 |
|
Senior Lifestyle Corporation |
|
| 201,227 |
|
| 200,515 |
|
| 200,357 |
|
| 199,349 |
|
| 199,349 |
|
|
| 189,025 |
|
| 201,862 |
|
| 201,862 |
|
| 201,227 |
|
| 200,515 |
|
Senior Care Centers |
|
| 138,109 |
|
| 138,109 |
|
| 138,109 |
|
| 138,109 |
|
| 115,039 |
|
|
| 138,109 |
|
| 138,109 |
|
| 138,109 |
|
| 138,109 |
|
| 138,109 |
|
Brookdale Senior Living |
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
| 126,991 |
|
Anthem Memory Care |
|
| 106,637 |
|
| 102,714 |
|
| 71,655 |
|
| 62,821 |
|
| 52,074 |
|
|
| 117,807 |
|
| 113,978 |
|
| 111,620 |
|
| 106,637 |
|
| 102,714 |
|
Remaining operators |
|
| 729,998 |
|
| 734,080 |
|
| 704,253 |
|
| 684,043 |
|
| 673,012 |
|
|
| 770,440 |
|
| 718,862 |
|
| 727,823 |
|
| 729,998 |
|
| 734,080 |
|
Geographic mix: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas |
| $ | 280,486 |
| $ | 281,795 |
| $ | 287,187 |
| $ | 270,759 |
| $ | 248,186 |
|
| $ | 269,168 |
| $ | 269,067 |
| $ | 274,547 |
| $ | 280,486 |
| $ | 281,795 |
|
Michigan |
|
| 214,014 |
|
| 212,029 |
|
| 201,501 |
|
| 194,902 |
|
| 182,535 |
|
|
| 222,412 |
|
| 219,467 |
|
| 215,085 |
|
| 214,014 |
|
| 212,029 |
|
Wisconsin |
|
| 125,990 |
|
| 125,680 |
|
| 125,680 |
|
| 125,680 |
|
| 125,680 |
|
|
| 126,314 |
|
| 126,133 |
|
| 126,133 |
|
| 125,990 |
|
| 125,680 |
|
Ohio |
|
| 115,236 |
|
| 99,300 |
|
| 99,300 |
|
| 99,133 |
|
| 98,997 |
| ||||||||||||||||
Colorado |
|
| 114,924 |
|
| 114,924 |
|
| 114,924 |
|
| 114,924 |
|
| 114,924 |
|
|
| 114,923 |
|
| 114,923 |
|
| 114,923 |
|
| 114,924 |
|
| 114,924 |
|
Ohio |
|
| 99,133 |
|
| 98,997 |
|
| 98,957 |
|
| 98,647 |
|
| 98,647 |
| ||||||||||||||||
Remaining states |
|
| 694,619 |
|
| 693,204 |
|
| 626,806 |
|
| 613,493 |
|
| 591,218 |
|
|
| 728,920 |
|
| 702,569 |
|
| 703,691 |
|
| 694,619 |
|
| 693,204 |
|
(1) |
|
(2) | We have |
(3) | Decrease due to loans paid off partially offset by funding on existing mortgage loan commitments. |
(4) | During the 2017 second quarter, we issued a default notice on the Anthem master lease. We are currently negotiating the transition of two of the operational properties under the master lease to another operator in our portfolio. Further, we are currently in negotiations with Anthem regarding the remaining properties under the master lease, and exploring our options which may include transitioning some or all of the properties to another operator and/or a possible sale of some or all of the properties. |
Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to gross asset value and debt to market capitalization. The leverage ratios indicate how much of our consolidated balance sheet capitalization is related to long term obligations. Our coverage ratios include interest coverage ratio and fixed charge coverage ratio. The coverage ratios indicate our ability to service interest and fixed charges (interest plus preferred dividends). The coverage ratios are based on adjusted earnings before gain on sale of real estate, interest, taxes, depreciation and amortization (or Adjusted EBITDA). Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The following table reflects the recent historical trends for our credit strength measures:
28
Balance Sheet Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quarter Ended |
| ||||||||||||
|
| 9/30/16 |
|
| 6/30/16 |
|
| 3/31/16 |
|
| 12/31/15 |
|
| 9/30/15 |
|
Debt to gross asset value |
| 35.9 | % | (1) | 36.8 | % | (4) | 38.5 | % | (5) | 37.4 | % | (5) | 35.3 | % |
Debt & preferred stock to gross asset value |
| 35.9 | % | (1) | 36.8 | % | (4) | 38.5 | % | (5) | 37.4 | % | (8) | 38.0 | % |
Debt to market capitalization ratio |
| 22.4 | % | (2) | 23.1 | % | (2) | 26.2 | % | (6) | 26.1 | % | (9) | 24.9 | % |
Debt & preferred stock to market capitalization ratio |
| 22.4 | % | (2) | 23.1 | % | (2) | 26.2 | % | (6) | 26.1 | % | (10) | 26.8 | % |
Interest coverage ratio(12) |
| 5.2 | x | (3) | 5.1 | x |
| 5.1 | x | (7) | 5.7 | x | (11) | 7.0 | x |
Fixed charge coverage ratio(12) |
| 5.2 | x | (3) | 5.1 | x |
| 5.1 | x | (7) | 5.7 | x | (11) | 5.9 | x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YTD |
| Quarter Ended |
| ||||||||||||
|
| 6/30/17 |
| 6/30/17 |
|
| 3/31/17 |
|
| 12/31/16 |
|
| 9/30/16 |
|
| 6/30/16 |
|
Debt to gross asset value |
| 37.1 | % | 37.1 | % | (1) | 35.6 | % | (3) | 36.4 | % | (1) | 35.9 | % | (8) | 36.8 | % |
Debt to market capitalization ratio |
| 24.0 | % | 24.0 | % |
| 24.0 | % | (4) | 24.9 | % | (6) | 22.4 | % | (4) | 23.1 | % |
Interest coverage ratio(9) |
| 5.1 | x | 5.3 | x | (2) | 5.0 | x | (5) | 5.3 | x | (7) | 5.2 | x | (7) | 5.1 | x |
Fixed charge coverage ratio(9) |
| 5.1 | x | 5.3 | x | (2) | 5.0 | x | (5) | 5.3 | x | (7) | 5.2 | x | (7) | 5.1 | x |
(1) |
|
|
|
|
|
|
|
| Increased primarily due to the increase in outstanding debt partially offset by the increase in gross asset value from acquisitions, additional development and capital improvement funding. |
|
|
|
|
| Decreased |
|
|
| Decreased primarily due to increase in market capitalization resulting from |
| Decreased primarily due to increase in interest expense resulting from the sale of senior unsecured |
| Increased primarily due to increase in outstanding debt and decrease in market capitalization. |
(7) | Increased primarily due to increase in revenue from new investments. |
(8) | Decreased primarily due to decrease in outstanding debt. |
(9) | In calculating our interest coverage and fixed charge coverage ratios above, we use Adjusted EBITDA, which is a financial measure not derived in accordance with U.S. generally accepted accounting principles (or GAAP) (non-GAAP financial measure). Adjusted EBITDA is not an alternative to net income, operating income or cash flows from operating activities as calculated and presented in accordance with GAAP. You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measures or consider it in isolation, for the purpose of analyzing our financial performance, financial position or cash flows. Net income is the most directly comparable GAAP measure to Adjusted EBITDA. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Quarter Ended |
|
| Year to Date |
| Quarter Ended |
| |||||||||||||||||||||||||||
|
| 9/30/16 |
| 6/30/16 |
| 3/31/16 |
| 12/31/15 |
| 9/30/15 |
|
| 6/30/17 |
| 6/30/17 |
| 3/31/17 |
| 12/31/16 |
| 9/30/16 |
| 6/30/16 |
| |||||||||||
Net income |
| $ | 22,411 |
| $ | 22,180 |
| $ | 19,858 |
| $ | 17,954 |
| $ | 19,647 |
|
| $ | 46,890 |
| $ | 25,377 |
| $ | 21,513 |
| $ | 20,666 |
| $ | 22,411 |
| $ | 22,180 |
|
Less: Gain on sale |
|
| (1,780) |
|
| (1,802) |
|
| — |
|
| (586) |
|
| — |
|
|
| (5,054) |
|
| (5,054) |
|
| — |
|
| — |
|
| (1,780) |
|
| (1,802) |
|
Add: Impairment on real estate for sale |
|
| — |
|
| — |
|
| — |
|
| 2,250 |
|
| — |
| |||||||||||||||||||
Add: Impairment charges |
|
| 1,880 |
|
| 1,880 |
|
| — |
|
| 766 |
|
| — |
|
| — |
| ||||||||||||||||
Add: Interest expense |
|
| 6,836 |
|
| 6,750 |
|
| 6,000 |
|
| 5,581 |
|
| 4,296 |
|
|
| 14,622 |
|
| 7,151 |
|
| 7,471 |
|
| 6,856 |
|
| 6,836 |
|
| 6,750 |
|
Add: Depreciation and amortization |
|
| 9,155 |
|
| 8,907 |
|
| 8,561 |
|
| 8,310 |
|
| 7,365 |
|
|
| 18,667 |
|
| 9,308 |
|
| 9,359 |
|
| 9,309 |
|
| 9,155 |
|
| 8,907 |
|
Total adjusted EBITDA |
| $ | 36,622 |
| $ | 36,035 |
| $ | 34,419 |
| $ | 33,509 |
| $ | 31,308 |
|
| $ | 77,005 |
| $ | 38,662 |
| $ | 38,343 |
| $ | 37,597 |
| $ | 36,622 |
| $ | 36,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
| $ | 6,836 |
| $ | 6,750 |
| $ | 6,000 |
| $ | 5,581 |
| $ | 4,296 |
|
| $ | 14,622 |
| $ | 7,151 |
| $ | 7,471 |
| $ | 6,856 |
| $ | 6,836 |
| $ | 6,750 |
|
Add: Capitalized interest |
|
| 251 |
|
| 256 |
|
| 686 |
|
| 346 |
|
| 184 |
|
|
| 371 |
|
| 201 |
|
| 170 |
|
| 215 |
|
| 251 |
|
| 256 |
|
Interest incurred |
| $ | 7,087 |
| $ | 7,006 |
| $ | 6,686 |
| $ | 5,927 |
| $ | 4,480 |
|
| $ | 14,993 |
| $ | 7,352 |
| $ | 7,641 |
| $ | 7,071 |
| $ | 7,087 |
| $ | 7,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest coverage ratio |
|
| 5.2 | x |
| 5.1 | x |
| 5.1 | x |
| 5.7 | x |
| 7.0 | x |
|
| 5.1 | x |
| 5.3 | x |
| 5.0 | x |
| 5.3 | x |
| 5.2 | x |
| 5.1 | x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest incurred |
| $ | 7,087 |
| $ | 7,006 |
| $ | 6,686 |
| $ | 5,927 |
| $ | 4,480 |
|
| $ | 14,993 |
| $ | 7,352 |
| $ | 7,641 |
| $ | 7,071 |
| $ | 7,087 |
| $ | 7,006 |
|
Preferred stock dividends |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 818 |
| |||||||||||||||||||
Total fixed charges |
| $ | 7,087 |
| $ | 7,006 |
| $ | 6,686 |
| $ | 5,927 |
| $ | 5,298 |
|
| $ | 14,993 |
| $ | 7,352 |
| $ | 7,641 |
| $ | 7,071 |
| $ | 7,087 |
| $ | 7,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fixed charge coverage ratio |
|
| 5.2 | x |
| 5.1 | x |
| 5.1 | x |
| 5.7 | x |
| 5.9 | x |
|
| 5.1 | x |
| 5.3 | x |
| 5.0 | x |
| 5.3 | x |
| 5.2 | x |
| 5.1 | x |
29
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to
· | The status of the economy; |
· | The status of capital markets, including prevailing interest rates; |
· | Compliance with and changes to regulations and payment policies within the health care industry; |
· | Changes in financing terms; |
· | Competition within the health care and seniors housing industries; and |
· | Changes in federal, state and local legislation. |
Management regularly monitors the economic and other factors listed above. We develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.
30
Operating Results (unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
|
|
|
| Three Months Ended |
|
|
|
| ||||||||
|
| September 30, |
|
|
|
| June 30, |
|
|
| ||||||||||
|
| 2016 |
| 2015 |
| Difference |
|
| 2017 |
| 2016 |
| Difference |
| ||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
| $ | 33,753 |
| $ | 28,531 |
| $ | 5,222 | (1) |
| $ | 35,265 |
| $ | 33,072 |
| $ | 2,193 | (1) |
Interest income from mortgage loans |
|
| 6,958 |
|
| 6,117 |
|
| 841 | (2) |
|
| 6,625 |
|
| 6,811 |
|
| (186) | (2) |
Interest and other income |
|
| 131 |
|
| 295 |
|
| (164) | (3) |
|
| 578 |
|
| 113 |
|
| 465 | (3) |
Total revenues |
|
| 40,842 |
|
| 34,943 |
|
| 5,899 |
|
|
| 42,468 |
|
| 39,996 |
|
| 2,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| 6,836 |
|
| 4,296 |
|
| (2,540) | (4) |
|
| 7,151 |
|
| 6,750 |
|
| (401) | (4) |
Depreciation and amortization |
|
| 9,155 |
|
| 7,365 |
|
| (1,790) | (1) |
|
| 9,308 |
|
| 8,907 |
|
| (401) | (1) |
Provision for doubtful accounts |
|
| 43 |
|
| 31 |
|
| (12) |
| ||||||||||
Impairment on receivables |
|
| 1,880 |
|
| — |
|
| (1,880) | (5) | ||||||||||
(Recovery) provision for doubtful accounts |
|
| (5) |
|
| 118 |
|
| 123 | (2) | ||||||||||
Transaction costs |
|
| 2 |
|
| 570 |
|
| 568 | (5) |
|
| — |
|
| 4 |
|
| 4 | (6) |
General and administrative expenses |
|
| 4,464 |
|
| 3,708 |
|
| (756) | (6) |
|
| 4,386 |
|
| 4,117 |
|
| (269) | (7) |
Total expenses |
|
| 20,500 |
|
| 15,970 |
|
| (4,530) |
|
|
| 22,720 |
|
| 19,896 |
|
| (2,824) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
| 20,342 |
|
| 18,973 |
|
| 1,369 |
|
|
| 19,748 |
|
| 20,100 |
|
| (352) |
|
Income from unconsolidated joint ventures |
|
| 289 |
|
| 674 |
|
| (385) | (7) |
|
| 575 |
|
| 278 |
|
| 297 | (8) |
Gain on sale of real estate, net |
|
| 1,780 |
|
| — |
|
| 1,780 | (8) |
|
| 5,054 | (9) |
| 1,802 | (10) |
| 3,252 |
|
Net income |
|
| 22,411 |
|
| 19,647 |
|
| 2,764 |
|
|
| 25,377 |
|
| 22,180 |
|
| 3,197 |
|
Income allocated to participating securities |
|
| (90) |
|
| (121) |
|
| 31 |
|
|
| (104) |
|
| (105) |
|
| 1 |
|
Income allocated to preferred stockholders |
|
| — |
|
| (818) |
|
| 818 | (9) | ||||||||||
Net income available to common stockholders |
| $ | 22,321 |
| $ | 18,708 |
| $ | 3,613 |
|
| $ | 25,273 |
| $ | 22,075 |
| $ | 3,198 |
|
(1) | Increased due to acquisitions, development and capital improvement investments. |
(2) |
|
(3) |
|
(4) | Increased primarily due to |
(5) |
|
(6) |
|
(7) |
|
(8) | Increased primarily due to income generated from additional funding under the |
(9) |
|
(10) | Related to the sale of two skilled nursing centers in Texas during the 2016 second quarter. |
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended |
|
|
|
|
| Six Months Ended |
|
|
|
| ||||||||
|
| September 30, |
|
|
|
| June 30, |
|
|
| ||||||||||
|
| 2016 |
| 2015 |
| Difference |
|
| 2017 |
| 2016 |
| Difference |
| ||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
| $ | 98,705 |
| $ | 82,325 |
| $ | 16,380 | (1) |
| $ | 70,300 |
| $ | 64,952 |
| $ | 5,348 | (1) |
Interest income from mortgage loans |
|
| 20,347 |
|
| 15,777 |
|
| 4,570 | (2) |
|
| 13,373 |
|
| 13,389 |
|
| (16) | (2) |
Interest and other income |
|
| 390 |
|
| 708 |
|
| (318) | (3) |
|
| 1,417 |
|
| 259 |
|
| 1,158 | (3) |
Total revenues |
|
| 119,442 |
|
| 98,810 |
|
| 20,632 |
|
|
| 85,090 |
|
| 78,600 |
|
| 6,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| 19,586 |
|
| 11,916 |
|
| (7,670) | (4) |
|
| 14,622 |
|
| 12,750 |
|
| (1,872) | (4) |
Depreciation and amortization |
|
| 26,623 |
|
| 21,121 |
|
| (5,502) | (1) |
|
| 18,667 |
|
| 17,468 |
|
| (1,199) | (1) |
Provision for doubtful accounts |
|
| 245 |
|
| 463 |
|
| 218 |
| ||||||||||
Impairment on receivables |
|
| 1,880 |
|
| — |
|
| (1,880) | (5) | ||||||||||
(Recovery) provision for doubtful accounts |
|
| (43) |
|
| 202 |
|
| 245 | (2) | ||||||||||
Transaction costs |
|
| 96 |
|
| 632 |
|
| 536 | (5) |
|
| 22 |
|
| 94 |
|
| 72 | (6) |
General and administrative expenses |
|
| 12,864 |
|
| 11,094 |
|
| (1,770) | (6) |
|
| 9,126 |
|
| 8,400 |
|
| (726) | (7) |
Total expenses |
|
| 59,414 |
|
| 45,226 |
|
| (14,188) |
|
|
| 44,274 |
|
| 38,914 |
|
| (5,360) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
| 60,028 |
|
| 53,584 |
|
| 6,444 |
|
|
| 40,816 |
|
| 39,686 |
|
| 1,130 |
|
Income from unconsolidated joint ventures |
|
| 839 |
|
| 1,543 |
|
| (704) | (7) |
|
| 1,020 |
|
| 550 |
|
| 470 | (8) |
Gain on sale of real estate, net |
|
| 3,582 |
|
| — |
|
| 3,582 | (8) |
|
| 5,054 | (9) |
| 1,802 | (10) |
| 3,252 |
|
Net income |
|
| 64,449 |
|
| 55,127 |
|
| 9,322 |
|
|
| 46,890 |
|
| 42,038 |
|
| 4,852 |
|
Income allocated to participating securities |
|
| (296) |
|
| (370) |
|
| 74 |
|
|
| (201) |
|
| (206) |
|
| 5 |
|
Income allocated to preferred stockholders |
|
| — |
|
| (2,454) |
|
| 2,454 | (9) | ||||||||||
Net income available to common stockholders |
| $ | 64,153 |
| $ | 52,303 |
| $ | 11,850 |
|
| $ | 46,689 |
| $ | 41,832 |
| $ | 4,857 |
|
(1) | Increased due to acquisitions, development and capital improvement investments. |
(2) |
|
(3) |
|
(4) | Increased primarily due to |
(5) |
|
(6) |
|
(7) |
|
(8) | Increased primarily due to income generated from additional funding under the |
(9) |
|
(10) | Related to |
Funds From Operations Available to Common Stockholders
Funds from Operations (or FFO) available to common stockholders, basic FFO available to common stockholders per share and diluted FFO available to common stockholders per share are supplemental measures of a REIT’s financial performance that are not defined by GAAP. 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 facilitates comparisons of operating performance between periods.
We use FFO as a supplemental performance measurement of our cash flow generated by operations. FFO does not represent cash generated from operating activities in accordance with GAAP,
32
and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income available to common stockholders.
32
We calculate and report FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (or NAREIT). FFO, as defined by 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. Our calculation 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 us; therefore, caution should be exercised when comparing our FFO to that of other REITs.
The following table reconciles GAAP net income available to common stockholders to NAREIT FFO available to common stockholders (unaudited, amounts in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Nine Months Ended |
|
| Three Months Ended |
| Six Months Ended |
| |||||||||||||||||
|
| September 30, |
| September 30, |
|
| June 30, |
| June 30, |
| |||||||||||||||||
|
| 2016 |
|
| 2015 |
| 2016 |
| 2015 |
|
| 2017 |
| 2016 |
| 2017 |
| 2016 |
| ||||||||
GAAP net income available to common stockholders |
| $ | 22,321 |
|
| $ | 18,708 |
| $ | 64,153 |
| $ | 52,303 |
|
| $ | 25,273 |
| $ | 22,075 |
| $ | 46,689 |
| $ | 41,832 |
|
Add: Depreciation and amortization |
|
| 9,155 |
|
|
| 7,365 |
|
| 26,623 |
|
| 21,121 |
|
|
| 9,308 |
|
| 8,907 |
|
| 18,667 |
|
| 17,468 |
|
Add: Impairment on receivables |
|
| 1,880 |
|
| — |
|
| 1,880 |
|
| — |
| ||||||||||||||
Less: Gain on sale of real estate, net |
|
| (1,780) |
|
|
| — |
|
| (3,582) |
|
| — |
|
|
| (5,054) |
|
| (1,802) |
|
| (5,054) |
|
| (1,802) |
|
NAREIT FFO attributable to common stockholders |
| $ | 29,696 |
|
| $ | 26,073 |
| $ | 87,194 |
| $ | 73,424 |
|
| $ | 31,407 |
| $ | 29,180 |
| $ | 62,182 |
| $ | 57,498 |
|
NAREIT FFO attributable to common stockholders per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.76 |
|
| $ | 0.74 |
| $ | 2.28 |
| $ | 2.08 |
|
| $ | 0.80 |
| $ | 0.77 |
| $ | 1.58 |
| $ | 1.52 |
|
Diluted |
| $ | 0.76 | (1) |
| $ | 0.72 | (2) | $ | 2.28 | (1) | $ | 2.03 | (2) |
| $ | 0.79 | (1) | $ | 0.77 | (1) | $ | 1.57 | (1) | $ | 1.52 | (1) |
Weighted average shares used to calculate NAREIT FFO per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 39,057 |
|
|
| 35,341 |
|
| 38,161 |
|
| 35,306 |
|
|
| 39,414 |
|
| 37,969 |
|
| 39,390 |
|
| 37,707 |
|
Diluted |
|
| 39,335 | (3) |
|
| 37,581 | (4) |
| 38,455 | (3) |
| 37,558 | (4) |
|
| 39,794 | (2) |
| 38,164 | (3) |
| 39,769 | (2) |
| 37,902 | (3) |
(1) | Includes the effect of the participating securities. |
(2) |
|
(3) | Diluted weighted average shares used to calculate FFO per share for the three and |
|
|
Liquidity and Capital Resources
Sources and Uses of Cash
As of SeptemberJune 30, 2016,2017, we had a total of $3.6$9.3 million of cash and cash equivalents, $523.0$555.0 million available under our unsecured revolving line of credit, $12.5$36.7 million available under our senior unsecured note shelf agreement and the potential ability to access the capital markets through the issuance of $200.0$185.2 million of common stock under our equity distribution agreements. Subsequent to June 30, 2017, we borrowed $5.0 million under our unsecured revolving line of credit and paid $10.0 million in regular scheduled principal payments under our senior unsecured notes. Accordingly, we have $550.0 million and $46.7 million available under our unsecured line of credit and our senior unsecured note shelf agreement, respectively. Furthermore, we have the ability to access the capital markets through the issuance of debt and/ or equity securities under our effective shelf registration.
We believe that our current cash balance, cash flow from operations available for distribution or reinvestment, our borrowing capacity and our potential ability to access the capital markets are sufficient to provide for payment of our current operating costs, meet debt obligations and pay common dividends at least sufficient to maintain our REIT status and repay borrowings at, or prior to, their maturity. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets environment, especially to changes in interest rates. We continuously
33
are sensitive to the capital markets environment, especially to changes in interest rates. We continuously evaluate the availability of cost-effective capital and believe we have sufficient liquidity for additional capital investments in 2016 and 2017.
We expect our future income and ability to make distributions from cash flows from operations to depend on the collectibility of our rents and mortgage loans receivable. The collection of these loans and rents will be dependent, in large part, upon the successful operation by the operators of the seniors housing and health care properties we own or that are pledged to us. The operating results of the facilities will be impacted by various factors over which the operators/owners may have no control. Those factors include, without limitation, the status of the economy, changes in supply of or demand for competing seniors housing and health care facilities, ability to control rising operating costs, and the potential for significant reforms in the health care industry. In addition, our future growth in net income and cash flow may be adversely impacted by various proposals for changes in the governmental regulations and financing of the health care industry. We cannot presently predict what impact these proposals may have, if any. We believe that an adequate provision has been made for the possibility of loans proving uncollectible but we will continually evaluate the financial status of the operations of the seniors housing and health care properties. In addition, we will monitor our borrowers and the underlying collateral for mortgage loans and will make future revisions to the provision, if considered necessary.
Our investments, principally our investments in mortgage loans and owned properties, are subject to the possibility of loss of their carrying values as a result of changes in market prices, interest rates and inflationary expectations. The effects on interest rates may affect our costs of financing our operations and the fair market value of our financial assets. Generally our loans have predetermined increases in interest rates and our leases have agreed upon annual increases. Inasmuch as we may initially fund some of our investments with variable interest rate debt, we would be at risk of net interest margin deterioration if medium and long-term rates were to increase.
Our primary sources of cash include rent and interest receipts, borrowings under our primary unsecured credit facility, public and private issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures and construction advances), loan advances and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows as summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
|
| Change |
|
| Six months ended June 30, |
|
| Change |
| ||||||||||||||
Cash provided by (used in): |
| 2016 |
| 2015 |
|
| $ |
|
| % |
|
| 2017 |
| 2016 |
|
| $ |
|
| % |
| ||||
Operating activities |
| $ | 79,645 |
| $ | 70,534 |
| $ | 9,111 |
|
| 12.9 | % |
| $ | 47,338 |
| $ | 50,834 |
| $ | (3,496) |
|
| (6.9) | % |
Investing activities |
|
| (120,502) |
|
| (263,071) |
|
| 142,569 |
|
| (54.2) | % |
|
| (46,993) |
|
| (108,580) |
|
| 61,587 |
|
| (56.7) | % |
Financing activities |
|
| 31,528 |
|
| 179,029 |
|
| (147,501) |
|
| (82.4) | % |
|
| 963 |
|
| 62,560 |
|
| (61,597) |
|
| (98.5) | % |
Increase (decrease) in cash and cash equivalents |
|
| (9,329) |
|
| (13,508) |
|
| 4,179 |
|
| 30.9 | % | |||||||||||||
Increase in cash and cash equivalents |
|
| 1,308 |
|
| 4,814 |
|
| (3,506) |
|
| 72.8 | % | |||||||||||||
Cash and cash equivalents, beginning of period |
|
| 12,942 |
|
| 25,237 |
|
| (12,295) |
|
| (48.7) | % |
|
| 7,991 |
|
| 12,942 |
|
| (4,951) |
|
| (38.3) | % |
Cash and cash equivalents, end of period |
| $ | 3,613 |
| $ | 11,729 |
| $ | (8,116) |
|
| (69.2) | % |
| $ | 9,299 |
| $ | 17,756 |
| $ | (8,457) |
|
| (47.6) | % |
Operating Activities. Cash provided by operating activities for the ninesix months ended SeptemberJune 30, 2016, increased2017 decreased to $79.6$47.3 million compared to $70.5$50.8 million for the ninesix months ended SeptemberJune 30, 20152016 primarily due to an increase in lease incentives to certain operators, partially offset by increased operating cash flow from ourrent escalations, acquisitions, originations and completed developments and capital improvement projects in 2015 and 2016.
Investing Activities. Cash used in investing activities decreased from $263.1to $47.0 million for the ninesix months ended SeptemberJune 30, 20152017, compared to $120.5the cash used in investing activities of $108.6 million for the nine months ended September 30,
34
comparable 2016 period primarily due to decreased acquisitions and loan originations 2017, partially offset by increased real estate development and capital improvement projects in 2016.cash received from mortgage loan payoffs.
Financing Activities. Cash provided by financing activities decreased to $31.5$1.0 million for the ninesix months ended SeptemberJune 30, 2016, from $179.02017, compared to the cash provided by financing activities of $62.6 million for the comparable 20152016 period. The decrease in cash provided by financing activities is primarily attributable to decrease in bank borrowings partially offset by proceeds from the sale of 312,881 shares of common stock offerings under our equity distribution agreement during the ninesix months ended SeptemberJune 30, 2017, compared to the sale of 1,490,394 shares of common stock offerings for the comparable 2016 and an increase in distributions paid to stockholders.period.
Debt Obligations
Bank Borrowings. We have an Unsecured Credit Agreement that provides for a revolving line of credit up to $600.0 million. The Unsecured Credit Agreement matures on October 14, 2018 and provides for a one-year extension option at our discretion, subject to customary conditions. Based on our leverage at SeptemberJune 30, 2016,2017, the facility provides for interest annually at LIBOR plus 150 basis points and an unused commitment fee of 35 basis points. During the nine months ended SeptemberAt June 30, 2016, we borrowed $83.5 million and repaid $127.0 million under our Unsecured Credit Agreement. At September 30, 2016,2017, we were in compliance with all covenants.
Senior Unsecured Notes. During the ninesix months ended SeptemberJune 30, 2016,2017, we sold $37.5 million senior unsecured term notes toamended our shelf agreement with affiliates and managed accounts of Prudential with an annual fixed rate of 4.15%. The notes have an average 10-year life, scheduled principal payments and will mature in 2028. Additionally, we amendedInvestment Management, Inc. (or Prudential) to increase our agreement with AIG which provides for the possible issuance of upshelf commitment to an additional of $40.0 million of senior unsecured notes and sold $40.0 million senior unsecured term notes to affiliated insurance company investment advisory clients of AIG with a coupon of 3.99%. The notes have an average 10-year life, fixed interest rate and will mature in 2031.$337.5 million.
The following table summarizes information regarding debt obligations by component as of SeptemberJune 30, 20162017 are as follows (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Applicable |
|
|
|
| Available |
|
| Applicable |
|
|
|
| Available | ||
|
| Interest |
| Outstanding |
| for |
|
| Interest |
| Outstanding |
| for | ||||
Debt Obligations |
| Rate(1) |
| Balance |
| Borrowing |
|
| Rate(1) |
| Balance |
| Borrowing | ||||
Bank borrowings |
| 2.20% |
| $ | 77,000 |
| $ | 523,000 |
|
| 2.66% |
| $ | 45,000 |
| $ | 555,000 |
Senior unsecured notes, net of debt issue costs |
| 4.49% |
|
| 512,262 |
|
| 12,500 |
|
| 4.50% |
|
| 597,898 |
|
| 36,667 |
Total |
| 4.19% |
| $ | 589,262 |
| $ | 535,500 |
|
| 4.37% |
| $ | 642,898 |
| $ | 591,667 |
(1) | Represents weighted average of interest rate as of |
(2) | Subsequent to June 30, 2017, we borrowed an additional $5,000 under our unsecured revolving line of credit. Accordingly, we have $50,000 outstanding under our unsecured revolving line of credit with $550,000 available for borrowing. |
(3) | Subsequent to June 30, 2017, we paid $10,000 in regular scheduled principal payments to Prudential. Accordingly, we have $587,898 outstanding with $46,667 available under our agreement with Prudential. |
Our debt borrowings and repayments during the six months ended June 30, 2017 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
| Six months ended June 30, | |||||
|
| 2017 |
| ||||
|
|
| Borrowings |
|
| Repayments |
|
Bank borrowings |
| $ | 48,500 |
| $ | (110,600) |
|
Senior unsecured notes |
|
| 100,000 | (1) |
| (4,167) |
|
Total |
| $ | 148,500 |
| $ | (114,767) |
|
(1) | During the six months ended June 30, 2017, we sold 15-year senior unsecured notes in the aggregate amount of $100,000 to a group of investors, which included Prudential, in a private placement transaction. The notes bear interest at an annual fixed rate of 4.5%, have scheduled principal payments and mature on February 16, 2032. |
35
Equity
At SeptemberJune 30, 2016,2017, we had 39,221,68139,563,998 shares of common stock outstanding, equity on our balance sheet totaled $740.6$757.2 million and our equity securities had a market value of $2.0 billion. During the six months ended June 30, 2017, we declared and paid $45.1 million of cash dividends. Subsequent to June 30, 2017, we declared a monthly cash dividend of $0.19 per share on our common stock for the months of July, August and September 2017, payable on July 31, August 31, and September 29, 2017, respectively, to stockholders of record on July 21, August 23, and September 21, 2017, respectively.
At-The-Market Program. During 2015, we entered intoWe have an equity distribution agreements (or Original Agreements)agreement to issue and sell, from time to time, up to $200.0 million in aggregate offering price of our common shares. Sales of common shares are made by means of ordinary brokers’ transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings. During the ninesix months ended SeptemberJune 30, 2016,2017, we sold 1,643,017312,881 shares of common stock for $78.6$14.6 million in net proceeds under the Original Agreements. On August 1, 2016, we terminated the Original Agreements and entered into newour equity distribution agreements (or Equity Distribution Agreements)agreement. The proceeds were used to issue and sell, from time to time, up to $200.0 million in aggregate offering pricepay down our unsecured revolving line of our company
35
common share. As of Septembercredit. At June 30, 2016, no shares were issued under these agreements. Accordingly, at September 30, 2016,2017, we had $200.0$185.2 million available under our Equity Distribution Agreements.
At September 30, 2016, we had $200.0 million available under our Equity Distribution Agreements.equity distribution agreement.
Available Shelf Registrations.We had have an automatic shelf registration statement which was filed in 2013 and provided us with the capacity to publicly offer up to $800.0 million in common stock, preferred stock, warrants, debt, depositary shares, or units. In advance of the three-year expiration of the automatic shelf registration statement we filed in 2013, we filed a new automatic shelf registration statement with the SEC on January 29, 2016 to provideprovides us with additional capacity to publicly offer an indeterminate amount of common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under the automatic registration statement we filed in 2016 (until its expiration on January 29, 2019) in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering.
Critical Accounting Policies
There have been no material changes from the critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2016.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in our market risk during the ninesix months ended SeptemberJune 30, 2016.2017. For additional information, refer to Item 7A as presented in our Annual Report on Form 10-K for the year ended December 31, 2015.2016.
Item 4. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). As of the end of the period covered by this report based on such evaluation our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
36
We are and may become from time to time a party to various claims and lawsuits arising in the ordinary course of business, which in our opinion are not singularly or in the aggregate anticipated to be material to our results of operations or financial condition. Claims and lawsuits may include matters involving general or professional liability asserted against the lessees or borrowers related to our properties, which we believe under applicable legal principles are not our responsibility as a non-possessory landlord or mortgage holder. We believe that these matters are the responsibility of our lessees and borrowers pursuant to general legal principles and pursuant to insurance and indemnification provisions in the applicable leases or mortgages. We intend to continue to vigorously defend such claims and lawsuits.
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2016.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2017, we did not make any unregistered sales of equity securities.
During the three months ended June 30, 2017, we acquired shares of common stock held by employees who tendered shares to satisfy tax withholding obligations. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the quarter ended June 30, 2017 are as follows:
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|
|
|
|
|
|
|
| Total Number |
|
|
|
|
|
|
|
|
|
| of Shares |
| Maximum |
|
|
|
|
|
|
|
| Purchased as |
| Number of |
|
|
|
|
| Average |
| Part of |
| Shares that May |
| |
|
| Total Number |
| Price |
| Publicly |
| Yet Be |
| |
|
| of Shares |
| Paid per |
| Announced |
| Purchased |
| |
Period |
| Purchased |
| Share |
| Plan |
| Under the Plan |
| |
April 1 - April 30, 2017 |
| — |
| $ | — |
| — |
| — |
|
May 1 - May 31, 2017 |
| — |
| $ | — |
| — |
| — |
|
June 1 - June 30, 2017 |
| 6,029 |
| $ | 49.13 |
| — |
| — |
|
Total |
| 6,029 |
|
|
|
| — |
| — |
|
37
3.1 | LTC Properties, Inc. Articles of Restatement (incorporated by reference to Exhibit 3.1.2 to LTC Properties Inc.’s Current Report on Form |
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3.2 | Bylaws of LTC Properties, Inc., as restated June 2, 2015 (incorporated by reference to Exhibit 3.2 to LTC Properties Inc.’s Current Report on Form 8-K (File No. 1-11314) filed |
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31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101 | The following materials from LTC Properties, Inc.’s Form 10-Q for the quarter ended |
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LTC PROPERTIES, INC. | |
| Registrant | |
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Dated: | By: | /s/ |
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| Executive Vice President, Chief Financial |
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| (Principal Financial and Accounting Officer) |
39