Form: 8-K

Current report

October 27, 2022

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

For more information contact:

Mandi Hogan

(805) 981-8655

 

LTC REPORTS 2022 THIRD QUARTER RESULTS

AND DISCUSSES RECENT ACTIVITIES

 

WESTLAKE VILLAGE, CALIFORNIA, October 27, 2022 -- LTC Properties, Inc. (NYSE: LTC) (“LTC” or the “Company”), a real estate investment trust that primarily invests in seniors housing and health care properties, today announced operating results for the third quarter ended September 30, 2022.

 

    Three Months Ended  
    September 30,  
    2022     2021  
             
    (unaudited)  
Net income available to common stockholders   $ 13,159     $ 10,909  
Diluted earnings per common share   $ 0.32     $ 0.28  
NAREIT funds from operations ("FFO”) attributable to common stockholders   $ 24,217     $ 17,669  
NAREIT diluted FFO per common share   $ 0.60     $ 0.45  
FFO attributable to common stockholders, excluding non-recurring items   $ 25,477     $ 21,564  
Funds available for distribution ("FAD")   $ 26,019     $ 18,441  
FAD, excluding non-recurring items   $ 26,519     $ 22,336  

 

Third quarter 2022 results were impacted by:

 

· Higher rental income due to:

 

o rent received from transitioned portfolios;

 

o rent received from the acquisition of four skilled nursing centers during the 2022 second quarter;

 

o increases in property tax revenue from a transitioned portfolio, and the acquisition of four skilled nursing centers as noted above; and

 

o rental income from completed development projects, and annual rent escalations.

 

· The increase in rental income was partially offset by:

 

o the sale of three assisted living communities and a skilled nursing center during the 2022 second quarter, and a skilled nursing center during 2021; and,

 

o temporary rent reduction and rent deferrals.

 

· Higher interest income from financing receivables due to the acquisition of three skilled nursing centers, which is accounted for as a financing receivable in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

 

· Higher interest income from mortgage loans due to mortgage loan originations in 2022 and 2021.

 

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· Higher interest and other income due to a mezzanine loan origination and additional funding under working capital loans, partially offset by loan payoffs.

 

· Higher interest expense due to 2021 term loan originations, the issuance of $75.0 million senior unsecured notes during the 2022 second quarter, and higher interest rates on LTC’s revolving line of credit, partially offset by scheduled principal paydowns on its senior unsecured notes.

 

· Higher provision for credit losses due to the 1% reserve on the 2022 third quarter acquisition of three skilled nursing centers, which is accounted for as a financing receivable, and additional funding under the Company’s mortgage loans and note receivables, partially offset by principal paydowns.

 

· Lower transaction costs due to the 2021 third quarter settlement payment of $3.9 million, offset by the 2022 third quarter lease termination fee of $500,000 paid to an operator in exchange for cooperation and assistance in facilitating an orderly transition of 12 assisted living communities to another operator.

 

· Higher general and administrative expenses due to increased costs related to property maintenance expenses for closed properties, as well as higher incentive compensation, and increases in overall costs due to inflationary pressures.

 

· Recognized a $1.3 million impairment loss related to a 60-unit assisted living community in Kentucky as a result of classifying the community as held-for-sale.

 

· Recognized a $434,000 loss on sale related to a closed skilled nursing center in Texas.

 

During the third quarter of 2022, LTC completed the following:

 

· Contributed $61.7 million into a joint venture that purchased three skilled nursing centers located in Florida for $75.8 million, and leased the properties to affiliates of PruittHealth, Inc. (“PruittHealth”) under a 10-year master lease, with two five-year renewal options. Additionally, the master lease provides PruittHealth with a purchase option exercisable at the beginning of the fourth year through the end of the fifth year. In accordance with GAAP, the purchased assets are required to be presented as a financing receivable on LTC’s balance sheet instead of owned real estate assets, since the joint venture purchased the properties from an entity and leased the properties back to the same entity under a master lease with a purchase option. LTC expects to receive net income from this investment of approximately $700,000 during the fourth quarter of 2022, and approximately $4.6 million during 2023.

 

· Sold a closed skilled nursing center located in Texas for $485,000, as discussed above.

 

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· Terminated a master lease covering 12 assisted living communities with a total of 625 units, and transitioned the communities to an existing LTC operator. The former operator was one of the few for whom the Company had provided assistance in form of rent deferrals and abatements.

 

o in connection with the lease termination, LTC abated rent for June 2022 and has forgiven the former operator’s outstanding deferred rent balance of $7.1 million. Also, LTC paid the former operator a $500,000 lease termination fee in exchange for cooperation and assistance in facilitating an orderly transition; and,

 

o the new master lease has a two-year term, with zero rent for each of July, August, September, and October of 2022. Thereafter, cash rent will be based on mutually agreed upon fair market rent. In connection with the new master lease, LTC paid the new operator a $410,000 lease incentive payment which will be amortized as a yield adjustment to rental income over the two-year lease term.

 

· Provided a temporary reduction of rent totaling $900,000 in the third quarter 2022 to Anthem, bringing the total temporary reduction for 2022 to $1.5 million. The annual agreed upon rent from Anthem is $10.8 million of which $6.6 million was paid through the end of September 2022. In October 2022, to date, LTC received an additional $1.2 million of rent and still expects to receive a total of $10.8 million by year end upon Anthem receiving additional money from the Employee Retention Tax Credit and from improving operating results.

 

· Provided $200,000 of net deferred rent, which excludes the temporary rent reduction provided to Anthem discussed above, and $720,000 of abated rent.

 

· Paid $36.2 million in regular scheduled principal payments under the Company’s senior unsecured notes at a weighted average rate of 4.75%.

 

· Borrowed $95.0 million under the Company’s revolving line of credit.

 

· Sold 125,200 shares of common stock for $4.8 million in net proceeds under the Company’s equity distribution agreement and used the proceeds for general corporate purposes.

 

Subsequent to September 30, 2022, LTC completed the following:

 

· Provided $240,000 of abated rent in October 2022, and agreed to provide rent abatements up to $215,000 for each of November and December 2022 to an operator pursuant to a master lease covering two assisted living communities.

 

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Conference Call Information

 

LTC will conduct a conference call on Friday, October 28, 2022, at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time), to provide commentary on its performance and operating results for the quarter ended September 30, 2022. The conference call is accessible by telephone and the internet. Interested parties may access the live conference call via the following:

 

Webcast www.LTCReit.com
USA Toll-Free Number 1-844-200-6205
Canada Toll-Free Number 1-833-950-0062
Conference Access Code 741477

 

Additionally, an audio replay of the call will be available one hour after the live call and through November 11, 2022 via the following:

 

USA Toll-Free Number 1-866-813-9403
Canada Local Number 1-226-828-7578
International Toll-Free Number +44 204 525 0658
Conference Number 284664

 

About LTC

 

LTC is a real estate investment trust (REIT) investing in seniors housing and health care properties primarily through sale-leasebacks, mortgage financing, joint-ventures and structured finance solutions including preferred equity and mezzanine lending. LTC’s investment portfolio includes 204 properties in 29 states with 32 operating partners. Based on its gross real estate investments, LTC’s investment portfolio is comprised of approximately 50% seniors housing and 50% skilled nursing properties. Learn more at www.LTCreit.com.

 

Forward-Looking Statements

 

This press release includes statements that are not purely historical and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this press release are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties. Please see LTC’s most recent Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and its other publicly available filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. All forward-looking statements included in this press release are based on information available to the Company on the date hereof, and LTC assumes no obligation to update such forward-looking statements. Although the Company’s management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by the Company may differ materially from any forward-looking statements due to the risks and uncertainties of such statements.

 

(financial tables follow)

 

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LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2022     2021     2022     2021  
Revenues:                                
Rental income   $ 31,585     $ 29,320     $ 93,537     $ 91,097  
Interest income from financing receivable(1)      357             357        
Interest income from mortgage loans     10,379       7,924       30,112       23,779  
Interest and other income     1,182       228       3,308       1,005  
Total revenues     43,503       37,472       127,314       115,881  
                                 
Expenses:                                
Interest expense     7,941       6,610       22,607       20,442  
Depreciation and amortization     9,385       9,462       28,202       28,847  
Impairment loss     1,286             1,286        
Provision for credit losses     795       68       1,454       59  
Transaction costs     629       4,046       728       4,271  
Property tax expense     4,179       3,932       12,180       11,713  
General and administrative expenses     5,888       5,318       17,407       15,688  
Total expenses     30,103       29,436       83,864       81,020  
                                 
Other operating income:                                
(Loss) gain on sale of real estate, net     (387 )     2,702       37,809       7,392  
Operating income     13,013       10,738       81,259       42,253  
Income from unconsolidated joint ventures     376       376       1,127       1,041  
Net income     13,389       11,114       82,386       43,294  
Income allocated to non-controlling interests     (99 )     (92 )     (301 )     (271 )
Net income attributable to LTC Properties, Inc.     13,290       11,022       82,085       43,023  
Income allocated to participating securities     (131 )     (113 )     (481 )     (346 )
Net income available to common stockholders   $ 13,159     $ 10,909     $ 81,604     $ 42,677  
                                 
Earnings per common share:                                
Basic   $ 0.33     $ 0.28     $ 2.06     $ 1.09  
Diluted   $ 0.32     $ 0.28     $ 2.04     $ 1.09  
                                 
Weighted average shares used to calculate earnings per common share:                                
Basic     40,270       39,177       39,658       39,149  
Diluted     40,552       39,177       39,939       39,149  
                                 
Dividends declared and paid per common share   $ 0.57     $ 0.57     $ 1.71     $ 1.71  

 

 

(1)  Represents rental income from three skilled nursing centers acquired through a sale-leaseback transaction, subject to a lease which contains a purchase option. In accordance with GAAP, the properties are required to be presented as a financing receivable on our Consolidated Balance Sheets and the rental income to be presented as Interest income from financing receivable on our Consolidated Statements of Income.

 

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Supplemental Reporting Measures

 

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

 

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), means net income available to common stockholders (computed in accordance with 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. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs.

 

We define FAD as FFO excluding the effects of straight-line rent, amortization of lease inducement, effective interest income, deferred income from unconsolidated joint ventures, non-cash compensation charges, capitalized interest and non-cash interest charges. GAAP requires rental revenues related to non-contingent leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. This method results in rental income in the early years of a lease that is higher than actual cash received, creating a straight-line rent receivable asset included in our consolidated balance sheet. At some point during the lease, depending on its terms, cash rent payments exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. Effective interest method, as required by GAAP, is a technique for calculating the actual interest rate for the term of a mortgage loan based on the initial origination value. Similar to the accounting methodology of straight-line rent, the actual interest rate is higher than the stated interest rate in the early years of the mortgage loan thus creating an effective interest receivable asset included in the interest receivable line item in our consolidated balance sheet and reduces down to zero when, at some point during the mortgage loan, the stated interest rate is higher than the actual interest rate. FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents annual distributions to common shareholders expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

 

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

 

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Reconciliation of FFO and FAD

 

The following table reconciles GAAP net income available to common stockholders to each of NAREIT FFO attributable to common stockholders and FAD (unaudited, amounts in thousands, except per share amounts):

 

    Three Months Ended   Nine Months Ended  
    September 30,   September 30,  
    2022   2021   2022   2021  
GAAP net income available to common stockholders   $ 13,159   $ 10,909   $ 81,604   $ 42,677  
Add: Depreciation and amortization     9,385     9,462     28,202     28,847  
Add: Impairment loss     1,286         1,286      
Add (Less): Loss (gain) on sale of real estate, net     387     (2,702 )   (37,809 )   (7,392 )
NAREIT FFO attributable to common stockholders     24,217     17,669     73,283     64,132  
                           
Add: Non-recurring items     1,260 (1)    3,895 (5)    824 (6)    5,078 (9) 
FFO attributable to common stockholders, excluding non-recurring items   $ 25,477   $ 21,564   $ 74,107   $ 69,210  
                           
NAREIT FFO attributable to common stockholders   $ 24,217   $ 17,669   $ 73,283   $ 64,132  
Non-cash income:                          
Less: straight-line rental adjustment (income)     436     44     963     (619 )(10) 
Add: amortization of lease incentives     319     158     921 (7)    386  
Add: Other non-cash expense                 758 (11) 
Less: Effective interest income from mortgage loans     (1,762 )(2)    (1,473 )   (4,551 )(2)    (4,700 )(10) 
Net non-cash income     (1,007 )   (1,271 )   (2,667 )   (4,175 )
                           
Non-cash expense:                          
Add: Non-cash compensation charges     2,014     1,975     5,951     5,785  
Less:  Provision for credit losses     795 (3)    68     1,454     59  
Net non-cash expense     2,809     2,043     7,405     5,844  
                           
Funds available for distribution (FAD)     26,019     18,441     78,021     65,801  
                           
Add: Non-recurring items     500 (4)    3,895 (5)    (681 )(8)    5,232 (12) 
FAD, excluding non-recurring items   $ 26,519   $ 22,336   $ 77,340   $ 71,033  

 

(1)  Represents (3) and (4) below.
(2)  Includes $357 of effective interest from three skilled nursing centers acquired through a sale-leaseback transaction, subject to a lease which contains a purchase option. In accordance with GAAP, the properties are required to be presented as a financing receivable on our Consolidated Balance Sheets and the rental income to be presented as Interest income from financing receivable on our Consolidated Statements of Income.
(3)  Includes $760 of provision for credit loss reserve related to the acquisition of the three skilled nursing centers accounted for as a financing receivable.
(4)  Represents the lease termination fee of $500 paid to a former operator of 12 assisted living communities in exchange for cooperation and assistance in facilitating an orderly transition of the communities to another operator.
(5)  Represents the Senior Care and Abri Health settlement payment ($3,895) in accordance with a settlement agreement approved by the United States Bankruptcy Court.
(6)  Represents (1) from above and (7) from below and the provision for credit losses related to the origination of two mortgage loans during 2022 second quarter and a $25,000 mezzanine loan during the first quarter of 2022 ($572) offset by the lease termination fee received in connection with the sale of a 74-unit assisted living community ($1,181).
(7)  Includes a lease incentive balance write-off of $173 related to a closed property and subsequent lease termination.
(8)  Represents the lease termination fee received in connection with the sale of a 74-unit assisted living community ($1,181) offset by (4) from above.
(9)  Represents (5) from above, (11) from below, and the GAAP impact of the 50% reduction of 2021 rent and interest escalation ($425).
(10)  Includes the straight-line rent ($649) and effective interest ($263) impact of the 50% reduction of 2021 rent and interest escalation.
(11)  Represents a straight-line rent receivable write-off ($758) due to transitioning rental revenue to cash basis.
(12)  Represents (5) from above and the cash impact of the 50% reduction of 2021 rent and interest escalation ($1,337).

 

(Reconciliation of FFO and FAD continued on next page)

 

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Reconciliation of FFO and FAD (continued)

 

The following table continues the reconciliation between GAAP net income available to common stockholders and each of NAREIT FFO attributable to common stockholders and FAD (unaudited, amounts in thousands, except per share amounts):

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2022     2021     2022     2021  
NAREIT Basic FFO attributable to common stockholders per share   $ 0.60     $ 0.45     $ 1.85     $ 1.64  
NAREIT Diluted FFO attributable to common stockholders per share   $ 0.60     $ 0.45     $ 1.83     $ 1.64  
                                 
NAREIT Diluted FFO attributable to common stockholders   $ 24,348     $ 17,669     $ 73,283     $ 64,132  
Weighted average shares used to calculate NAREIT diluted FFO per share attributable to common stockholders     40,781       39,177       39,939       39,149  
                                 
Diluted FFO attributable to common stockholders, excluding non-recurring items   $ 25,608     $ 21,564     $ 74,107     $ 69,556  
Weighted average shares used to calculate diluted FFO, excluding non-recurring items, per share attributable to common stockholders     40,781       39,177       39,939       39,346  
                                 
Diluted FAD   $ 26,150     $ 18,441     $ 78,021     $ 65,801  
                                 
Weighted average shares used to calculate diluted FAD per share     40,781       39,177       39,939       39,149  
                                 
                                 
Diluted FAD, excluding non-recurring items   $ 26,650     $ 22,336     $ 77,340     $ 71,379  
                                 
Weighted average shares used to calculate diluted FAD, excluding non-recurring items, per share     40,781       39,177       39,939       39,346  

 

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LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share)

 

    September 30, 2022     December 31, 2021  
  (unaudited)     (audited)  
ASSETS            
Investments:                
Land   $ 124,665     $ 123,239  
Buildings and improvements     1,270,722       1,285,318  
Accumulated depreciation and amortization     (379,915 )     (374,606 )
Operating real property investments, net     1,015,472       1,033,951  
Properties held-for-sale, net of accumulated depreciation: 2022—$2,305; 2021—$0     10,710        
Real property investments, net     1,026,182       1,033,951  
Financing Receivable,(1) net of loan loss reserve: 2022—$760; 2021—$0     75,507        
Mortgage loans receivable, net of loan loss reserve: 2022—$3,862; 2021—$3,473     383,006       344,442  
Real estate investments, net     1,484,695       1,378,393  
Notes receivable, net of loan loss reserve: 2022—$590; 2021—$286     58,424       28,337  
Investments in unconsolidated joint ventures     19,340       19,340  
Investments, net     1,562,459       1,426,070  
                 
Other assets:                
Cash and cash equivalents     6,478       5,161  
Debt issue costs related to revolving line of credit     2,480       3,057  
Interest receivable     44,290       39,522  
Straight-line rent receivable     22,253       24,146  
Lease incentives     2,001       2,678  
Prepaid expenses and other assets     12,004       4,191  
Total assets   $ 1,651,965     $ 1,504,825  
                 
LIABILITIES                
Revolving line of credit   $ 151,000     $ 110,900  
Term loans, net of debt issue costs: 2022—$526; 2021—$637     99,474       99,363  
Senior unsecured notes, net of debt issue costs: 2022—$1,533; 2021—$524     543,287       512,456  
Accrued interest     3,120       3,745  
Accrued expenses and other liabilities     29,915       33,234  
Total liabilities     826,796       759,698  
                 
EQUITY                
Stockholders’ equity:                
Common stock: $0.01 par value; 60,000 shares authorized; shares issued and outstanding:   2022—40,505; 2021—39,374     404       394  
Capital in excess of par value     899,921       856,895  
Cumulative net income     1,526,721       1,444,636  
Accumulated other comprehensive income (loss)     9,445       (172 )
Cumulative distributions     (1,633,241 )     (1,565,039 )
Total LTC Properties, Inc. stockholders’ equity     803,250       736,714  
Non-controlling interests     21,919       8,413  
Total equity     825,169       745,127  
Total liabilities and equity   $ 1,651,965     $ 1,504,825  

 

 

(1) Represents three skilled nursing centers acquired through a sale-leaseback transaction, subject to a lease which contains a purchase option. In accordance with GAAP, the properties are required to be presented as a financing receivable on our Consolidated Balance Sheets.

 

9