8-K

LTC PROPERTIES INC (LTC)

8-K 2020-10-29 For: 2020-10-29
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Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20459


FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report:  October 29, 2020

(Date of earliest event reported)

LTC PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

Maryland 1-11314 71-0720518
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No)

2829 Townsgate Road, Suite 350

Westlake

Village, CA 91361

(Address of principal executive offices)

(805)

981-8655

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, $.01 par value LTC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

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.  ¨

Item 2.02. — Results of Operationsand Financial Condition

On October 29, 2020, LTC Properties, Inc. announced the operating results for the three months ended September 30, 2020. The text of the press release and the supplemental information package are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.

The information in this Form 8-K and the related information in the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of LTC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. — Financial Statementsand Exhibits

99.1 Press Release issued October 29, 2020.
99.2 LTC Properties, Inc. Supplemental Information Package for the period ending September 30, 2020.
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

LTC PROPERTIES, INC.
Dated: October 29, 2020 By: /s/ WENDY L. SIMPSON
Wendy L. Simpson
Chairman & CEO

Exhibit 99.1

FOR IMMEDIATE RELEASE<br><br> <br><br><br> <br>For more information contact:<br><br>Wendy L. Simpson<br><br>Pam Kessler<br><br>(805) 981-8655

LTC REPORTS2020 THIRD QUARTER RESULTS

AND DISCUSSESRECENT ACTIVITIES

WESTLAKE VILLAGE, CALIFORNIA,October 29, 2020 -- LTC Properties, Inc. (NYSE: LTC), a real estate investment trust that primarily invests in seniors housing and health care properties, today announced operating results for its third quarter ended September 30, 2020.

Net income available to common stockholders was $12.1 million, or $0.31 per diluted share, for the 2020 third quarter, compared with $27.1 million, or $0.68 per diluted share, for the same period in 2019. Funds from Operations (“FFO”) was $22.8 million, or $0.58 per diluted common share, for the 2020 third quarter, compared with $30.8 million, or $0.77 per diluted common share, for the comparable 2019 period. Excluding $5.1 million in non-recurring items detailed below, offset by a gain from insurance proceeds related to a previously sold property, FFO was $27.9 million and $30.8 million for the quarters ended September 30, 2020 and 2019, respectively. Funds available for distribution (“FAD”) was $28.2 million for the 2020 third quarter, compared with $29.8 million for the 2019 third quarter.

Third quarter 2020 results were impacted by the following:

· A $5.5 million non-recurring, non-cash write-off of straight-line rent receivable balances related<br>to Genesis Healthcare, Inc. (“Genesis”) and another operator as a result of transitioning these leases to cash-basis<br>accounting as of September 30, 2020. Genesis disclosed in its Quarterly Report on Form 10-Q for the quarter ended June 30,<br>2020 that there was substantial doubt about its ability to continue as a going concern. LTC continues to collect all contractual<br>rent due from Genesis. The other operator did not pay its full contractual rent for the third quarter of 2020 due to COVID-19.<br>During the 2020 third quarter, LTC provided the operator with rent support in the form of deferrals and abatements totaling $756,000.<br>The level of certainty regarding collectability of future rent from Genesis and the other operator through lease maturity does<br>not meet the threshold required to maintain either on an accrual-basis;
· Decreased rent from sold properties and from an affiliate of Senior Lifestyle Corporation (“Senior<br>Lifestyle”);
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· Deferred rent for leases accounted for on a cash-basis;
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· Lower income related to the repayment of a mezzanine loan accounted for as a joint venture and<br>the dissolution of our preferred equity investment in a joint venture;
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· An impairment loss on a closed assisted living community in Florida;
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· Higher rents from acquisitions, completed development projects and lease escalations;
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· Lower interest expense; and
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· Gain from insurance proceeds.
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“The world is reeling from the impacts of COVID-19, and LTC and our operators are not immune,” said Wendy Simpson, LTC’s Chairman and CEO. “Against this backdrop, LTC has maintained fairly comparable FAD for the periods reported, with the decline partially related to lower rents received from Senior Lifestyle. Despite previously reported challenges related to our Senior Lifestyle portfolio, we are pleased to see that they have been paying higher rents in recent months compared with second quarter payments. We are also pleased to see continued government support in recognition of the significant contribution private-pay operators make in caring for our nation’s most vulnerable population.”

“LTC is a conservatively levered REIT that maintains a comfortable dividend payout, which is paid from cash flows and not EPS,” Simpson continued. “As the pandemic plays out, LTC will continue to support our operators, and strive to do so in a way that will provide ongoing positive returns to our shareholders.”

During the third quarter of 2020, LTC completed the following:

· Invested $6.3 million of preferred equity in an entity that will develop and own a 95-unit assisted<br>living and memory care community in Washington. LTC’s investment, which represents 15.5% of the total estimated project cost,<br>earns an initial cash rate of 7%, increasing to 9% in year four until the internal rate of return (“IRR”) reaches 8%.<br>After achieving an 8% IRR, the cash rate drops to 8% with an IRR ranging between 12% and 14% depending on time of redemption;
· Entered into a preferred equity agreement with an entity that will develop and own a 267-unit independent<br>and assisted living community in Washington. Upon the satisfaction of certain conditions which are projected to be met by December 1,<br>LTC will invest $13.0 million into the entity, representing 11.6% of the total estimated project cost. The preferred equity investment<br>will earn an initial cash rate of 8% and a 12% IRR; and
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· Completed the construction of a 90-bed skilled nursing center in Missouri.
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Conference Call Information

LTC will conduct a conference call on Friday, October 30, 2020, 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, 2020. The call also will include special guest Mark Parkinson, President and Chief Executive Officer of the American Health Care Association. LTC's earnings release and supplemental information package for the current period will be available at: http://ir.ltcreit.com/Presentations.

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<br>Toll-Free Number 1-877-510-2862
International<br>Toll-Free Number 1-412-902-4134
Canada<br>Toll-Free Number 1-855-669-9657

Additionally, an audio replay of the call will be available one hour after the live call and through November 13, 2020 via the following:

USA<br>Toll-Free Number 1-877-344-7529
International<br>Toll-Free Number 1-412-317-0088
Canada<br>Toll-Free Number 1-855-669-9658
Conference<br>Number 10147578
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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 holds 181 investments in 27 states with 29 operating partners. The 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)

3

LTC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per shareamounts)

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
(unaudited) (unaudited)
Revenues:
Rental income $ 30,010 $ 38,665 $ 88,320 $ 114,566
Interest income from mortgage loans 7,890 7,646 23,487 22,308
Interest and other income 273 808 1,257 1,967
Total revenues 38,173 47,119 113,064 138,841
Expenses:
Interest expense 7,361 7,827 22,617 23,004
Depreciation and amortization 9,766 9,932 29,232 29,399
Impairment charges 941 941
(Recovery) provision for doubtful accounts (2 ) (14 ) (1 ) 153
Transaction costs 63 75 197 275
Property tax expense 3,351 4,270 11,685 12,566
General and administrative expenses 4,814 4,745 14,494 13,912
Total expenses 26,294 26,835 79,165 79,309
Other operating income:
Gain on sale of real estate, net 30 6,236 44,073 6,736
Operating income 11,909 26,520 77,972 66,268
Gain from property insurance proceeds 373 373
Loss on unconsolidated joint ventures (620 )
Income from unconsolidated joint ventures 56 760 287 1,973
Net income 12,338 27,280 78,012 68,241
Income allocated to non-controlling interests (121 ) (88 ) (292 ) (257 )
Net income attributable to LTC Properties, Inc. 12,217 27,192 77,720 67,984
Income allocated to participating securities (103 ) (112 ) (339 ) (298 )
Net income available to common stockholders $ 12,114 $ 27,080 $ 77,381 $ 67,686
Earnings per common share:
Basic $ 0.31 $ 0.68 $ 1.97 $ 1.71
Diluted $ 0.31 $ 0.68 $ 1.97 $ 1.69
Weighted average shares used to calculate earnings per common<br> share:
Basic 39,061 39,586 39,218 39,565
Diluted 39,112 39,965 39,269 39,944
Dividends declared and paid per common share $ 0.57 $ 0.57 $ 1.71 $ 1.71
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Supplemental Reporting Measures

FFO and Funds Available for Distribution (“FAD”) are supplemental measures of a real estate investment trust’s (“REIT”) financial performance that are not defined by U.S. generally accepted accounting principles (“GAAP”). Investors, analysts and the Company use FFO 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.

5

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, amountsin thousands, except per share amounts):

Three Months Ended Nine Months Ended ^^
September 30, September 30, ^^
2020 ^^ 2019 2020 ^^ 2019 ^^
GAAP net income available to common stockholders $ 12,114 ^^ $ 27,080 $ 77,381 ^^ $ 67,686 ^^
Add: Impairment charge 941 ^^ 941 ^^ ^^
Add: Depreciation and amortization 9,766 ^^ 9,932 29,232 ^^ 29,399 ^^
Add: Loss on unconsolidated joint ventures ^^ 620 ^^ ^^
Less: Gain on sale of real estate, net (30 ) ^^ (6,236 ) (44,073 ) ^^ (6,736 ) ^^
NAREIT FFO attributable to common stockholders 22,791 ^^ 30,776 64,101 ^^ 90,349 ^^
Add: Non-recurring items 5,099 ^(1)(2)^ 22,841 ^(2)(3)^ 576 ^(4)(5)^
FFO attributable to common stockholders, excluding<br> non-recurring items $ 27,890 ^^ $ 30,776 $ 86,942 ^^ $ 90,925 ^^
NAREIT FFO attributable to common stockholders $ 22,791 ^^ $ 30,776 $ 64,101 ^^ $ 90,349 ^^
Non-cash income: ^^ ^^ ^^
Less: straight-line rental income (228 ) ^^ (1,085 ) (1,701 ) ^^ (3,598 ) ^^
Add: amortization of lease costs 108 ^^ 100 502 ^^ 281 ^^
Add: Other non-cash expense 5,472 ^(1)^ 23,029 ^(3)^ 1,926 ^(4)^
Less: Effective interest income from mortgage<br> loans (1,570 ) ^^ (1,528 ) (4,648 ) ^^ (4,361 ) ^^
Less: Deferred income from unconsolidated joint<br> ventures ^^ (5 ) ^^ (18 ) ^^
Net non-cash income 3,782 ^^ (2,518 ) 17,182 ^^ (5,770 ) ^^
Non-cash expense: ^^ ^^ ^^
Add: Non-cash compensation charges 1,692 ^^ 1,626 5,231 ^^ 4,938 ^^
Less:  Capitalized interest (77 ) ^^ (108 ) (354 ) ^^ (441 ) ^^
Net non-cash expense 1,615 ^^ 1,518 4,877 ^^ 4,497 ^^
Funds available for distribution (FAD) 28,188 ^^ 29,776 $ 86,160 ^^ $ 89,076 ^^
Less: Non-recurring income (373 ) ^(2)^ (373 ) ^(2)^ (1,350 ) ^(5)^
Funds available for distribution (FAD), excluding<br> non-recurring items $ 27,815 ^^ $ 29,776 $ 85,787 ^^ $ 87,726 ^^
^(1)^ Represents the write-off<br>of straight-line rent receivable related to Genesis and another operator.
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^(2)^ Represents the gain from<br>insurance proceeds related to a previously sold property.
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^(3)^ Represents the write-off<br>of Senior Lifestyle straight-line rent receivable and (1) above.
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^(4)^ Represents the write-off<br>of straight-line rent receivable due to a lease termination.
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^(5)^ Represents deferred rent<br>repayment from an operator.
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NAREIT Basic FFO attributable to common stockholders<br> per share $ 0.58 $ 0.78 $ 1.63 $ 2.28
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NAREIT Diluted FFO attributable to common stockholders<br> per share $ 0.58 $ 0.77 $ 1.63 $ 2.26
NAREIT Diluted FFO attributable to common stockholders $ 22,894 $ 30,888 $ 64,101 $ 90,647
Weighted average shares used to calculate NAREIT diluted FFO per<br> share attributable to common<br>stockholders 39,293 40,129 39,269 40,106
Diluted FFO attributable to common stockholders,<br> excluding non-recurring items $ 27,993 $ 30,888 $ 87,281 $ 91,223
Weighted average shares used to calculate diluted<br> FFO, excluding non-recurring  items, per share attributable<br>to common stockholders 39,293 40,129 39,441 40,106
Diluted FAD, excluding non-recurring items $ 27,918 $ 29,888 $ 86,126 $ 88,024
Weighted average shares used to calculate diluted FAD, excluding non-recurring<br> items, per share 39,293 40,129 39,441 40,106

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LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share)

December 31, 2019
(audited)
ASSETS
Investments:
Land 127,774 $ 126,703
Buildings and improvements 1,320,990 1,295,899
Accumulated depreciation and amortization (339,833 ) (312,642 )
Operating real estate property, net 1,108,931 1,109,960
Properties held-for-sale, net of accumulated<br> depreciation: 2020—0; 2019—35,113 26,856
Real property investments, net 1,108,931 1,136,816
Mortgage loans receivable, net of loan loss<br> reserve: 2020—2,596; 2019—2,560 257,671 254,099
Real estate investments, net 1,366,602 1,390,915
Notes receivable, net of loan loss reserve:<br> 2020—144; 2019—181 14,297 17,927
Investments in unconsolidated joint ventures 7,069 19,003
Investments, net 1,387,968 1,427,845
Other assets:
Cash and cash equivalents 22,811 4,244
Debt issue costs related to bank borrowings 1,546 2,164
Interest receivable 31,248 26,586
Straight-line rent receivable 24,374 45,703
Lease incentives 2,401 2,552
Prepaid expenses and other assets 6,896 5,115
Total assets 1,477,244 $ 1,514,209
LIABILITIES
Bank borrowings 89,900 $ 93,900
Senior unsecured notes, net of debt issue<br> costs: 2020—696; 2019—812 574,444 599,488
Accrued interest 3,300 4,983
Accrued expenses and other liabilities 30,779 30,412
Total liabilities 698,423 728,783
EQUITY
Stockholders’ equity:
Common stock: 0.01 par value; 60,000 shares<br> authorized; shares issued and outstanding:   2020—39,242; 2019—39,752 392 398
Capital in excess of par value 851,000 867,346
Cumulative net income 1,371,202 1,293,482
Cumulative distributions (1,452,177 ) (1,384,283 )
Total LTC Properties, Inc. stockholders’<br> equity 770,417 776,943
Non-controlling interests 8,404 8,483
Total equity 778,821 785,426
Total liabilities and equity 1,477,244 $ 1,514,209

All values are in US Dollars.

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Exhibit 99.2