LTC Properties, Inc.

Before management begins its presentation, please know that today's comments, including the questions and answer session, may include forward-looking statements subject to risks and uncertainties that may cause actual results and events to differ materially. These risks and uncertainties are detailed in LTC properties filings with Securities and Exchange Commission from time to time, including the company's most recent 10-K, dated December 31st, 2022, LTC undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation. Please note this event is being recorded. I would now like to pass the conference over to Wendy.

Thank you, Operator, and welcome everyone to LTC's first quarter 2023 conference call.

I am joined by Pam Kessler, Co-President and Chief Financial Officer and Clint Malen, Co-President and Chief Investment Officer. So far in 2023, we have put nearly $180 million to work through new investments. We have already eclipsed last year's total, which before now was our strongest investment year since 2015. Additionally, we have generated $32 million in proceeds for property sales year to date. generating net gains of 15 million and reducing the average age of our portfolio. Going forward, while there are several opportunities we are reviewing, we are cognizant of current market conditions and are prioritizing judicious capital allocation and disciplined portfolio management to identify the most appropriate opportunities. We will continue to diversify our operator base and recycle capital. Our strategy for dispositions remains unchanged with focus on methodically divesting non-core assets and recycling capital at or around annual historical levels of 35 million to 40 million. This year, however, we may exceed that amount due to the anticipated sale of certain Brookdale portfolio properties toward the end of this year, which Clint will discuss later. Regarding industry reimbursement, We were happy to see the proposed CMS rule for fiscal 2024, which included a net market basket increase of 3.7% for SNFs beginning October 1st, 2023. At the same time, given the substantial challenges the skilled sector has been navigating through for more than three years, it's likely not enough to result in a much faster recovery. On the private pay side, we are seeing rate increases implemented without significant declines in occupancy. As expected, our FAD payout ratio, excluding non-recurring items, increased to 82% for the first quarter due to not having the benefit of the non-run rate items we discussed on last quarter's call. However, our long-term historical goal remains at 80%. We did not cut our dividend throughout the pandemic, and this quarter we again maintained our same monthly dividend payout of 19 cents a share. Our conservative philosophy has served us well through myriad real estate and financial cycles, and we do not plan to stray from that focus. Our guidance for the second quarter anticipates FFO excluding non-recurring items will be in the range of 63 to 64 cents per share. This guidance includes the assumption of decreased rent associated with an upcoming operator transition, as Pam will discuss shortly. It is no secret that our industry's recovery from the pandemic has been choppy and in some cases drawn out. And while certain operators have made progress on improving occupancy, increasing revenue, and reducing costs, others remain challenged. LTC's portfolio is not immune. While we cannot ignore market conditions and market volatility, I want to be very clear that I remain optimistic about LTC's long-term future and the future of our industry. Demographics are on our side as needs-based care continues to grow and the population continues to age and live longer. Although the recovery may continue to move slowly and the path to get there may not be linear, I am a firm believer that by using our collective experience, tenacity, and flexibility, we can emerge stronger and more resilient. Now I'll hand the call over to Pam.

Thank you, Wendy. For the first quarter of 2023, total revenue increased by $8.7 million from last year's first quarter. The year-over-year improvement included a $1.4 million increase in rental revenue, primarily related to higher rent from transition portfolios rent received from our 2022 acquisition of four properties in Texas, annual rent escalations, and rent increases from completed development projects. The increase in total revenue was partially offset by lower rent from sold and transitioned properties. Interest income from financing receivables increased by $3.8 million from the 2022 first quarter related to the acquisition of 11 assisted living and memory care communities in the 2023 first quarter, and three skilled nursing centers in the 2022 third quarter. In accordance with GAAP, we recorded these transactions as financing receivables because we purchased the properties from an entity and then leased the properties back to the same entity under a master lease with a purchase option. Interest income from mortgage loans increased by $1.6 million primarily due to mortgage loan originations in the 2023 first quarter and the 2022 second quarter. Interest and other income increased by 1.9 million from last year's first quarter, mainly due to the payoff of two mezzanine loans and the related exit IRR and prepayment fee we received during the 2023 first quarter, as well as a mezzanine loan origination during the 2022 first quarter. Interest expense increased by 3.5 million from last year's first quarter, primarily due to a higher outstanding balance and higher interest rates on our revolving line of credit, as well as the issuance of 75 million senior unsecured notes during the 2022 second quarter. The increase was partially offset by scheduled principal pay downs of our senior unsecured notes. Our provision for credit losses increased by 1.4 million, mainly due to larger loan originations in the first quarter of 2023 than in the same quarter of 2022. As my quarterly reminder, upon origination, we record a loan loss reserve estimate equal to 1% of the loan balance. This reserve is amortized as the loan principal is paid down. G&A increased by $486,000 compared with the prior year period, primarily due to higher non-cash compensation, increases in overall costs due to inflationary pressures, and the timing of certain expenditures. During the 2023 first quarter, we recorded an impairment loss totaling $434,000 related to a 70-unit assisted living community located in Florida that was sold subsequent to March 31, 2023. Net income available to common shareholders rose by $18.7 million, primarily due to an increase in gain on sale of real estate, higher interest income from new investments, and exit IRR interest income received in connection with mezzanine loan payoffs, and an increase in rental revenue, partially offset by higher interest expense the provision for credit losses, and increased G&A costs. Fully diluted may read SFO per share was 66 cents for the 2023 first quarter and 60 cents for the 2022 first quarter. Excluding non-recurring items, SFO per share was 67 cents this quarter compared with 61 cents in last year's first quarter. The increase in SFO excluding non-recurring items was due to higher interest income from new investments and the increase in rental revenue I discussed earlier, partially offset by higher interest expense and increased G&A costs. Clint will cover our investment activity and I'll speak to recent divestitures and loan payoffs. In the 2023 first quarter, as previously announced, we sold two skilled nursing centers with a total of 235 beds located in New Mexico for 21.3 million and recorded a gain on sale of 15.3 million. We sold a 60-unit memory care community in Kentucky for 11 million. Subsequent to the end of the first quarter, as I mentioned earlier, we sold an assisted living community located in Florida for 4.9 million and recorded a $434,000 impairment loss during the first quarter related to the property. During the first quarter, we received 4.5 million from a mezzanine loan prepayment which included a prepayment fee and the exit IRR totaling 190,000. The mezzanine loan was originated in 2021 for the refinancing of a 136 unit independent living community in Oregon. We paid 7 million in regular scheduled principal payments under our senior unsecured notes and paid 23.6 million in common dividends in the 2023 first quarter. We borrowed 140.1 million under our unsecured revolving line of credit which was primarily used for our first quarter investments. Subsequent to the end of the first quarter, we repaid 6 million under our line. We sold 48,500 shares of common stock for 1.8 million in net proceeds under our ATM program and used those net proceeds to pay down our revolving line of credit. Presently, we have 5.5 million of cash on hand, approximately 136 million available on our line of credit, with approximately $264 million outstanding and approximately $129 million available under our ATM. This gives us total liquidity of nearly $270 million. We have no significant long-term debt insurities over the next five years. At the end of the 2023 first quarter, our debt to annualized adjusted EBITDA for real estate was 5.8 times, and our annualized adjusted fixed charge coverage ratio was 3.6 times. Regarding the operator, for whom we have been providing abatements we still anticipate receiving 300,000 in rent in 2023. We continue to evaluate options for the two properties that operate as a senior living campus that provides independent living assisted living and memory care services. Separately, we agreed to defer rent totaling 467,000 for each of April and May for an operator, to whom we have provided assistance in the past. We expect to transition this portfolio of eight assisted living communities with a total of 500 units in Ohio, Michigan, and Illinois to an existing LTC operator during the second quarter. After the portfolio is transitioned, cash rent will be based on mutually agreed upon fair market rent. Additionally, we have agreed to defer 1.5 million in interest payments due on a mortgage loan secured by 15 skilled nursing centers located in Michigan which are operated by Prestige Healthcare. The deferral will be available from May through September capped at $300,000 per month or 18% of monthly contractual cash interest due from that loan. The deferral is to assist them financially until the Michigan Medicaid rebasing and Medicare rate increases take effect on October 1st. We are working with Prestige to forecast how the anticipated rate increases will affect this portfolio's future budgeted performance in light of elevated costs and lower occupancy growth to determine if additional financial assistance is warranted. Now I'll turn it over to Clint.

Thanks, Pam. I'll start today with our first quarter investment activity. As discussed during last quarter's call, we entered into a joint venture with an affiliate of a current LTC operating partner. The transaction included the purchase of 11 assisted living and memory care communities in North Carolina, which are being operated under a 10-year master lease with two five-year renewal options. As Pam detailed, the purchased assets are presented as a financing receivable on our balance sheet because the JV acquired the communities through a sale-leaseback transaction subject to a lease that contains a purchase option. Also, as previously disclosed, we invested $51.1 million in Corso Atlanta by purchasing a participation in an existing mortgage loan. Corso Atlanta is a new luxury 203-unit gated independent assisted living and memory care community owned and operated by an affiliate of Gallery Living, an existing LTC partner. Borrower used funds from LTC to pay off certain current banks, as well as LTC's outstanding $7.5 million mezzanine loan, which was funded in 2019 for the community's construction. Next, I'll discuss Brookdale. as I'm sure you're all interested in our plans for the 35 assisted living community portfolio. First, Brookdale is contractually obligated to pay rent on the portfolio through the end of the lease term on December 31, 2023. Second, broadly speaking, the rate growth and occupancy trends we're seeing in our Brookdale portfolio are similar to those they have publicly disclosed for their overall portfolio. Third, we are working to replace the income we're generating from Brookdale through a combination of releasing and redeploying sales proceeds over time while diversifying our operator relationships. Our current plan includes selling about 50% of the properties while releasing the other 50%. We have engaged third parties to help run the process, and they are now underway. We will, of course, provide you with updates when there is something significant to report. Although transitioning 35 properties can be challenging, we believe we have the experience necessary to complete the transition in a timely fashion and welcome the opportunity to reduce operator concentration. I'll quickly update you on our transition portfolios. We continue to anticipate receiving $8 million in rent from HMG this year. However, the rent we received from them in the first quarter was $250,000 less than the expected $2 million. This shortfall should be made up in the second quarter. Regarding the other transition properties we've previously discussed, projected rent for 2023 is expected to be $630,000. During the 2023 first quarter, we sold the property in Kentucky, as Pam mentioned, and transitioned a 60-unit memory care community located in Ohio to Anthem, a current LTC operator. These properties were part of a master lease that was due to mature this year and generated $1.5 million of income during 2022. The Ohio property is leased to Anthem under a two-year lease with no rent through May 2023, after which cash rent will be based on mutually agreed upon fair market rent. Currently, a very small percentage of our total rental income relates to leases maturing this year with an open renewal option. Moving next to our portfolio numbers, which exclude properties transitioned on after July 1, 2021, Q4 trailing 12-month EVA-DARM and EVA-DARM coverage, as reported, using a 5% management fee, was 1.1 times and 0.87 times, respectively, for our assisted living portfolio. Excluding stimulus funds received by our operators, coverage was 0.92 times and 0.7 times, respectively. Because these metrics were given in arrears, This private pay coverage does not include potential future upside related to recent rate increases. For our skilled nursing portfolio, as reported, EBIDARM and EBIDAR coverage was 1.7 times and 1.22 times, respectively. Excluding stimulus funds received by our operators, coverage was 1.51 times and 1.03 times, respectively. Pro forma for the proposed 3.7% Medicare market basket rate increase Wendy mentioned earlier, skilled EBITDA coverage excluding stimulus funds would have been 1.09 times. Also provide some recent general occupancy trends which are as of March 31 and are for our same store portfolio. Because our operators provide this data to us on a voluntary and expedited basis, these numbers include approximately 66% of our total same store private pay units and approximately 93% of our same-store skilled nursing beds. Private pay occupancy was 80% at March 31, 2023, compared with 79% at January 31, 2023, and 81% at September 30, 2022. For our skilled nursing portfolio, average monthly occupancy was 73% in March, compared with 71% in both January of this year and September 2022. For comparative purposes, our private pay occupancy in 2019 pre-pandemic was approximately 87% and our average skilled nursing occupancy was approximately 80%. I'll finish today with some commentary on our pipeline. We've made significant investments so far this year and currently have a pipeline of an additional $100 million in investments under LOI. These transactions are diverse as to financing vehicle and operator and skew towards private pay assets. All are with current LTC operators and all are off-market deals based on our existing relationships. With respect to bank lending and interest rates, current turmoil in the markets has resulted in unanticipated volatility that is impacting everyone's ability to finance new investments. We continue to believe that LTC is a solid capital partner, but being mindful of this turbulence, We are being even more selective with respect to new investments and will continue to be judicious capital allocators. Now we'll turn the call back to Wendy for closing remarks.

Thank you, Pam and Clint. Building on last year's success, we are pleased to have closed nearly $180 million in investments since the beginning of 2023. As Clint just said, amidst significant turbulence in the capital markets at this time, We are maintaining our focus on conservative financial management, while continuing to identify strategic opportunities. No matter the environment, we will act as responsible stewards of the capital with which our shareholders have entrusted us. We remain flexible and mindful as we work to reinforce LTC's position as a REIT partner of choice for the seniors housing and care market. Operator, we are now ready to take audience questions. Thank you.

Thank you. We will now begin the Q&A session. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you'd like to remove that question, please press star followed by two. Again, to ask a question, press star one. We will pause here briefly as questions are registered. Our first question is from Austin Werschmitt with KeyBank Capital Markets. Your line is now open.

Hi, good morning there. Can you guys just share a little bit more detail as to how you're planning to carve up the Brookdale portfolio and determining which assets to sell? And as of now, do you plan to package that as a portfolio sale or one-offs?

Hi, Austin. Good morning. This is Clint. As mentioned in the prepared remarks, we're looking at selling approximately 50%. of the portfolio. And we have two different intermediaries that we're working with to run the processes for those. We're really looking at on a state by state basis, given that the portfolio is comprised in eight different states.

And does 50% of the properties or roughly 50% equate to a similar amount of the contractual cash rent? Or how does that sort of break up between what you're looking to sell and what you're looking to keep?

I would say that the portfolio, the 50% we're looking at keeping, has much higher EBITDA associated with them than the properties we're looking at selling.

Okay, got it. And then I guess, can you just give us a sense as you're in the negotiations with potentially backfilling the properties you're planning to keep, I mean, what's the likelihood that you end up taking some type of, you know, initial, you know, haircut on the rent to get the assets, you know, a new operator stabilized, and then maybe some type of catch-up plan? What's the current negotiation like in terms of the, you know, range of outcomes on the new leases?

Well, we're going through that process right now, so it's still to be determined. We have definitely had a lot of interest even before we began a process of marketing the portfolio, so we're encouraged by that. We're also encouraged that, you know, as I mentioned in my prepared remarks, what we're seeing in the properties that we own that Brookdale operates, we're seeing similarities to what they've announced publicly in regards to rate growth and occupancy. So as far as going into a transition, you know, with the rate growth that took effect in January 1, that's positive to this process.

That's helpful. And then just last one from me. I'm just curious, as this process is unfolding from a people perspective, maybe particular that, you know, executive directors, I mean, what have the conversations been like? Have you seen any, you know, increased turnover or concerns within the, you know, within these assets that you intend to keep and release?

We haven't seen any concerns at this point, but we're in close contact with Brookdale. Brookdale's been very cooperative in this process. So that'll be a topic of discussion most likely with them, as well as the operators that we select to transition the portfolios or the other ones to sell. So, we'll provide updates on a quarterly basis in regard to Brookdale.

I appreciate the time. Thank you.

Great. Thank you, Austin.

Our next question is from Steven Valliquette with Barclays. Your line is now open.

Hi there, this is Amin Jazieri on for Steve Valliquette. Thanks for taking the question. I was just wondering if you could kindly go into, just add a little bit more color on your kind of upcoming debt maturities. I think 2025 is the next year you have some, let's say, significant maturities coming due, but just wondering if you could add a little bit more color about how you plan to potentially service these and how you view your liquidity position, particularly in relation to, let's say, 2025?

Yeah, sure. This is Pam. Yeah, 2025 is when our line of credit comes due. We have one term loan, $150 million term loan that comes due and our line of credit. We feel very strong about our financial position right now. We have the asset sales that we've discussed. and we feel we have liquidity to execute on our investment plans and service our debt. I think you're probably looking everything lumped in, and that's why you haven't broken out. In our supplemental, you'll see we break out the line of credit. Most people, when they look at debt maturities, they carve out the line of credit. We don't have any significant long-term debt maturities that are coming due because we finance ourselves through the private placement market, and we match our maturities to our projected cash flow. So we don't have a big, if you're talking about a big refinancing risk, we don't feel we have one.

And on our line of credit, we have an option to renew, right?

Yes, we have a one-year renewal option on our line of credit. That's pretty standard.

Okay, that's great color, Pam. I appreciate that. And I was also just wondering, just following up, Following on from the asset sales and transactions and acquisitions that you mentioned, I'm just wondering what kind of cap rates are you guys looking at in the market when you're deciding to go ahead with these transactions, or what kind of cap rates are you targeting? Is it possible for you to add any color on that front as well?

Well, this is Clint. From a cap rate standpoint and looking at how we're pricing Investments that we're looking at, we've definitely increased our pricing, probably about 75 basis points recently to go ahead and just to make it an accretive transaction. So that's one, you know, that's a current readjustment that we had to make on our pricing.

I think you're talking about sales.

Oh, I'm sorry, on sales. On the sales right now, I mean, the sales are more on the, there's some value add, so really applying a cap rate to a value add I mean, it's really hard to do that. It's probably more on a price per unit or price per bed metric.

Okay. And just quickly then, last question here from me is heading into the, let's say, looking at the end of the year here, how are you guys looking at your acquisition versus disposition strategy? I mean, are you looking at going out there and potentially still making some acquisitions, or are you looking at just maintaining the portfolio? Just a tiny bit of color on that, too, would be appreciated.

Absolutely. As I mentioned in my prepared remarks, we have about $100 million in our pipeline right now, and we're being selective in the investments that we're working on right now, all with existing operating partners that are off-market transactions. So that's really our focus on the investment front right now. If we completed this additional $100 million of investments, That would put us up to almost just under $300 million for the year, which is a very strong volume. So we feel very good about what we've been able to accomplish this year and what we have in the pipeline right now.

Okay, great.

Thank you. On the disposition front, it's really more what we talked about in the prepared remarks. We've sold some today. We probably do a little bit more to be the average of 30 to 40, but that could depend. change depending on the sale and timing of the Brookdale property. So that would definitely elevate above our annual average sales.

Okay, that's great color. Thank you for taking the questions.

Thank you.

Thank you, Steven. Our next question is from Aditi Balakchandran from RPC Capital Markets. Your line is now open.

Hi, good morning. Just a quick question on the prestige deferment. Is there anything specific that required it? Was it operational issues or an unexpected charge?

Well, really, the driver on it has just been slow recovery in the census and just inflationary pressures, cost pressures that they've experienced. Michigan is going through a rebasing of their rates right now, and the Cost reports for 2022 are to be filed by the end of May, which will then establish the 2023 rate starting in October, as well as there's a retroactive settlement for prior years because the last settled cost report in Michigan is 2019, and they've had just fixed increases of 2.5% on October 1 of 21 and 22, but yet it is a cost-based reimbursement state.

Okay, cool. And then do you think they're going to need more in the future, is the 1.5 bit, or is that something that you'll probably look back at in September?

You know, as Pam mentioned, we're working close with Prestige right now to try to understand how this is going to work going forward and evaluating information from them. They've been cooperative in the process, and we'll provide additional updates on our next quarterly call regarding Prestige.

Okay, great. Thank you.

Thank you.

Our next question is from Connor Seversky with Wells Fargo. You may proceed.

Hey, good morning. Jesus on for Connor today. Thanks for taking the question, guys. On rent coverage, some improvement in the assisted living portfolio year over year. Can you give us a sense on what the watch list looks like at the moment? Or what percentage of the assisted living tenant base is under one times EBITDAR?

We haven't given specific coverage by individual operator, but from today's call, we're working on a transition, and we're speaking about prestige. But also, we have seen a lot of rate growth on the private pay side, as I mentioned regarding Brookdale. So that rate growth, as I mentioned in my prepared remarks, hasn't been factored into the trailing coverage. So going forward, this should see an improvement. And as Wendy mentioned, we haven't seen a significant decline in occupancy, which is also a positive. So hopefully that'll be reflective of improving coverage on the private pay side.

Great. Thanks for taking the question, guys.

Thank you.

There are no additional questions waiting, so I'll pass the conference over to the management team for any additional remarks.

Thank you, and thank you all for joining us for the first quarter results, and we look forward to talking to you regarding our second quarter.

Have a great day and weekend.

That concludes the conference call. Thank you for your participation. You may now disconnect your line.