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Edited Transcript of LTC earnings conference call or presentation 21-Feb-20 4:00pm GMT

Q4 2019 LTC Properties Inc Earnings Call

WESTLAKE VILLAGE Feb 27, 2020 (Thomson StreetEvents) -- Edited Transcript of LTC Properties Inc earnings conference call or presentation Friday, February 21, 2020 at 4:00:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Clint B. Malin

LTC Properties, Inc. - Executive VP & CIO

* Pamela J. Shelley-Kessler

LTC Properties, Inc. - Executive VP, CFO & Corporate Secretary

* Wendy L. Simpson

LTC Properties, Inc. - Chairman, President & CEO

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Conference Call Participants

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* Connor Serge Siversky

Joh. Berenberg, Gossler & Co. KG, Research Division - Analyst

* Daniel Marc Bernstein

Capital One Securities, Inc., Research Division - Research Analyst

* Jordan Sadler

KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst

* Piljung Kim

BMO Capital Markets Equity Research - Senior Real Estate Analyst

* Richard Charles Anderson

SMBC Nikko Securities America, Inc., Research Division - Research Analyst

* Tao Qiu

Stifel, Nicolaus & Company, Incorporated, Research Division - Associate

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Presentation

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Operator [1]

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Good day, and welcome to the LTC Properties, Inc. 4Q '19 Analyst and Investor Conference Call and Webcast. (Operator Instructions) Please note, this event is being recorded.

Before management begins its presentation, please know that today's comments, including the question-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 the Securities and Exchange Commission from time to time, including the company's most recent 10-K dated December 31, 2019. 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 turn the conference over to Wendy Simpson, CEO and President. Please go ahead.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [2]

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Thank you, operator, and good morning. Welcome to LTC's 2019 Fourth Quarter and Year-end Conference Call. Joining me today are Pam Kessler, our Chief Financial Officer; and Clint Malin, our Chief Investment Officer.

2019 was a significant year for LTC, during which we made some tough decisions for change. Those changes have positioned us for future growth. We successfully addressed challenged portfolios. We strengthened our balance sheet by terming out some of our line of credit using proceeds from the sale of $100 million of senior unsecured notes, and we moved the company forward through acquisitions with operating partners new to LTC. I'll spend the next few minutes detailing some of our progress, starting with operators on which we have or had a special focus.

Anthem and Thrive are 2 examples of how we work through issues with portfolios that were not performing to LTC's expectations. In Anthem's case, we work to support them through their operational challenges and rationalization of corporate overhead.

By the end of 2019, performance in our Anthem portfolio was greatly improved and rent collected from them was approximately 45% higher than the rent they paid us in 2018. We expect to collect $9.9 million of rent from Anthem in 2020, which is a 32% increase. We had to take a different path with Thrive. After identifying lease-up softness in 2018 at the 6 communities they leased from us, we granted Thrive temporary rent release to give them an opportunity to demonstrate forward progress. When that progress did not materialize, we moved quickly to transition the portfolio to 3 separate regionally based operators, who we believe are better capitalized and better suited to meet the demands of their local markets.

One, Trilogy Management Services, is an operating partner new to LTC; and the other 2, Veritas Healthcare Group and Affinity Living Group, represent expanded existing relationships. We are pleased with the transitions and the progress that has been made as these partners implement their own cultures, marketing initiatives and care programming.

Former Thrive assets will yield higher cash rents in 2020 over 2019. Transitioning this portfolio is just one example of how we've used our solid and robust network of regional operating relationships to quickly transition properties and portfolios when needed. Additionally during the year, we maneuvered through Senior Care Centers' bankruptcy. After the courts allowed Senior Care to assume their LTC lease over our objectives, we received all monies owed to us, including all past due rent and legal fees. Senior Care continues to get short extensions to emerge as they work to finalize their exit financing. Currently, we expect their emergence from bankruptcy to be sometime in March. We continue to have a plan to transition the portfolio should the need arise, and we are ready to implement that plan should they not emerge from bankruptcy or fail to comply with terms of the master lease post emergence. We are carefully monitoring Senior Care's progress and are confident that LTC is prepared for likely contingencies.

In 2019, we successfully executed on our annual capital recycling program by selling $16 million worth of properties, in line with our annual average of $18 million. 2020 sales will be higher than this historical average based on our progress in divesting the preferred care portfolio, which Clint will discuss later, and as we continue to pursue additional capital recycling opportunities.

Of the $81 million of investments we completed in 2019, all but $7.5 million was with operators new to LTC. Ignite Medical Resorts, Randall Residence and English Meadows are new additions to our portfolio. Subsequent to year-end, we completed a transaction with HMG Healthcare, adding another strong regional operator.

These new operators span both skilled nursing and senior living. On the skilled side, Ignite and HMG are progressive and innovative regional operators whose care models and depth of talent should allow them to successfully manage through evolving reimbursement models like PDPM.

On the private-pay side, Randall Residence is a strong regional operator whose excellent operating and development capabilities provide us and their residents with significant value.

Our 2020 growth strategy will focus on continuing to source traditional triple net leases and new opportunities requiring creative financial solutions. But it bears repeating that the market has not changed meaningfully since our last call, and early indications show that we will have to dig deep to find the kinds of transactions that best benefit our shareholders.

Pricing remains fairly tight. Older properties have unattractive cap rates and newer properties are priced well above replacement costs. We have never been a fan of growing for growth's sake and have no plans to abandon our stringent underwriting criteria. We will, however, continue to build relationships with regional operators who are interested in growing their businesses and have the resources to do so.

We will also continue to use our asset management expertise and strong balance sheet to our advantage by offering flexible and creative structures through which to deploy capital and meet the growing and changing needs of regional operators.

I'll finish with our guidance for 2020. Assuming no additional investment activity, financing or equity issuances, and assuming the sale of the preferred care portfolio, FFO is expected to be between $3.01 and $3.03 for the year.

Now I'll turn the line over to Pam.

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Pamela J. Shelley-Kessler, LTC Properties, Inc. - Executive VP, CFO & Corporate Secretary [3]

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Thank you, Wendy. Total revenues increased $2.9 million for the 2019 fourth quarter from the same period last year. Rental revenues increased $5.4 million, $3.9 million of which is related to property tax revenue recorded in accordance with the new lease accounting guidance that requires us to record the property tax escrows we collect from our tenants as revenue with a corresponding expense. Therefore, revenue in the 2019 period includes property tax income, while 2018 does not. The remainder of the increase resulted from acquisitions and completed development projects, Anthem's rent increase and lease escalations, offset by $869,000 related to lease transitions.

Additionally, please note that we received $2.5 million more rent from Senior Care this quarter than we did in the fourth quarter of 2018. In December 2018, Senior Care failed to pay rent and entered bankruptcy protection. In December 2019, they paid all past due 2018 rent in addition to December 2019 rent. However, a $2.5 million rent shortfall from Preferred Care in the fourth quarter of 2019 compared with the fourth quarter of 2018 offset the Senior Care increase.

Interest income increased $393,000 in the 2019 fourth quarter due to the funding of additional loan proceeds and expansion and renovation projects, while other income decreased $2.9 million related to the 2018 fourth quarter write-off of earn-out to Senior Lifestyle that we're no longer projected to be paid. Income from unconsolidated joint ventures decreased $346,000 due primarily to mezzanine loan payoffs and reduced income from our preferred equity investment with Senior Lifestyle.

NAREIT FFO was $0.81 per diluted share for the 2019 and 2018 fourth quarters. Excluding nonrecurring items, which include insurance proceeds of $0.05 in the 2019 fourth quarter, that I'll discuss in a minute, and the earnout write-off of $0.08 in the 2018 fourth quarter, FFO per share was $0.76 in the 2019 period compared with $0.73 last year.

Net income available to common shareholders decreased $18.2 million from the prior year due to the decrease in other income I just described, an impairment charge related to a preferred equity investment, which Clint will talk about shortly, and a loss on sale in the 2019 period compared with a gain on sale in last year's fourth quarter, partially offset by the increase in rental revenues.

During the 2019 fourth quarter, we recognized a $2.1 million gain from insurance proceeds related to a property that had sustained hurricane damage, and rather than rebuild it, we sold it in the fourth quarter. We also sold 2 additional properties in the fourth quarter, one in Texas and the other in Arizona, for net proceeds of $5.9 million. These sales resulted in a cumulative loss of $4.6 million or $2.5 million when netted with the insurance proceeds gain.

Interest expense increased by $363,000 from last year's fourth quarter due to the sale of $100 million of senior unsecured notes in the 2019 fourth quarter. G&A expense decreased by $260,000 from the 2018 fourth quarter due to the reimbursement of legal fees from Senior Care. For 2020, we expect quarterly G&A expense to be in the $4.8 million to $4.9 million range.

During the 2019 fourth quarter, we invested $19 million in the acquisition of 2 senior living communities in Michigan. Subsequent to the end of the year, we invested $13.5 million in the acquisition of a skilled nursing center in Texas. The operators associated with these 3 properties are new to LTC. Clint will discuss these transactions further. During the fourth quarter, we also funded $6.2 million in development and capital improvement projects on properties we own and $1.4 million under mortgage loans, as well as LTC's $0.19 per share monthly dividend. Dividend payments during the 2019 fourth quarter totaled $22.7 million.

At December 31, we owned 2 properties under development with remaining commitments totaling $18 million. We also have remaining mortgage loan commitments of $3.3 million related to expansions and renovations on 4 properties in Michigan.

As Wendy mentioned, during the fourth quarter of 2019 we termed out $100 million of our line of credit with senior unsecured notes bearing interest at 3.85%, maturing in 2031. Additionally, we borrowed a net of $28.5 million under our line of credit for acquisitions and to fund capital projects and made $19 million of scheduled principal payments under our senior unsecured notes.

Subsequent to the end of the year, we borrowed $18 million under our line of credit for acquisitions and to fund development commitments. Our steadfast focus on maintaining a strong balance sheet gives us the flexibility and capacity we need to fund current and long-term growth initiatives. We currently have approximately $488 million available under our line of credit and $200 million under our ATM, providing LTC with total liquidity of almost $690 million.

Our long-term debt-to-maturity profile remains well matched to our projected free cash flow, helping moderate future refinancing risk, and we have no significant long-term debt maturities over the next 5 years.

At the end of the fourth quarter, our credit metrics favorably compare to the health care REIT industry average, with debt-to-annualized adjusted EBITDA for real estate of 4.6x, an annualized adjusted fixed charge coverage ratio of 4.9x and a debt-to-enterprise value of 28%.

Now I'll turn the call over to Clint.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [4]

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Thanks, Pam. I have several items to cover, including the status of Preferred Care and our Senior Lifestyle preferred equity investments, also provide an update on Brookdale's lease renewal, properties under development, recent acquisitions, portfolio numbers and the pipeline.

As we discussed last quarter, after a thorough evaluation of the sale and re-leasing initiative of our skilled nursing portfolio with Preferred Care, we decided that sale was the best option for LTC and our shareholders.

On the 23 properties leased to Preferred Care, 1 was sold in 2019 and 20 are currently under contract and expected to close before the end of the 2020 first quarter. Net proceeds for the properties currently under contract is expected to be approximately $59 million. We anticipate the sales of the remaining 2 buildings will be completed in the 2020 second quarter. We will provide additional details on the transactions during the next quarterly earnings call.

Last quarter, I also said that 2 properties owned by an affiliate of Senior Lifestyle, in which we hold a preferred equity investment on nonaccrual basis, were in the process of being sold. Since that time, a purchase agreement has been executed and due diligence has been completed. We expect the sale to close in April. Based on the sales price under the purchase agreement, LTC has reported an impairment on its preferred equity investment of approximately $5.5 million, which represents the difference between our investment and the estimated net sales proceeds.

The impairment is higher than the range we provided last quarter, primarily due to the buyer's CapEx requirements and a $500,000 holdback related to an indemnity provision in the purchase agreement. To date, we have received substantially all of the $600,000 in additional income we expected from Senior Lifestyle based on their forecast of net operating income through 2019.

Presently, the only significant lease renewals we have through 2022 are leases of Brookdale Senior Living, which were expiring at the end of this year. The Brookdale portfolio consists of master leases covering a total of 35 properties in 8 states. Currently, Brookdale is in a renewal notice window to exercise its first renewal option, which remains open through approximately June 30. The renewal term is for 10 years, which would commence on January 1, 2021.

During the renewal term, the annual rent escalations will continue as during the initial term, which is based on a variable formula averaging approximately 2% per year. Coverage in the portfolio by master lease is healthy, which leads us to believe Brookdale is likely to exercise its renewal option. Besides the Brookdale leases, we have 6 properties and 4 leases that expire in the next 24 months, and which represent less than 3% of our expected 2020 revenue.

Moving to acquisitions. Shortly after the close of the quarter we announced a $33 million investment in 3 properties in Michigan and Texas with operators new to LTC. The 2 Michigan properties, located in Auburn Hills and Sterling Heights, include a total of a 156 assisted living and memory care units and closed right at the end of 2019. We acquired them for $19 million with an additional capital improvement investment of approximately $2 million to be deployed in the first year of the lease.

The lease is a 10-year triple net master lease, with 2% annual rent escalations starting in year 2 with four 5-year renewal options. The initial cash yield is 7.4%. Communities are being operated by Randall Residence, a Michigan-based family business established in 1975. Randall currently operates 13 independent living, assisted living and memory care communities in Michigan, Ohio and Illinois. The property in Texas, a skilled nursing center with 140 licensed beds, is located in Longview and closed in the beginning of January. We invested $13.5 million in the acquisition.

HMG Healthcare is offering the center under a 10-year triple net master lease with 2% annual rent escalations starting in year 2, with two 5-year renewal options. The initial cash yield is 8.5%. HMG Healthcare was established in 2012 and currently owns and/or operates 28 senior housing and care properties in Texas and Kansas. In conjunction with the acquisition, HMG Healthcare took over operations of a skilled nursing center in Nacogdoches, Texas, in which the lease we had with another operator matured.

Concurrently, HMG Healthcare also assumed operations of a Preferred Care property we own in the same city and commenced closure of it, consolidating operations of these 2 properties. The closed nursing center is now being marketed for sale. As a result of these transactions, we have furthered resolution of our Preferred Care portfolio, helped strengthen HMG Healthcare's position in the Texas market, which also benefits LTC, and invested in a newer building in Longview with a strong regional operator new to LTC. In both cases, we were able to consummate these deals after building relationships over time and working together to find the best opportunities for them and for LTC.

In the case of HMG, we have a more than 10-year relationship with 2 of their principals, dating back to their prior company affiliations. We are excited to reunite with the principals of HMG and their very capable management team and believe we have the possibilities for additional growth with all of our new operators. Maintaining strong operator relationships is a hallmark of our culture and strategy, and we will continue to foster current and new relationships to source new opportunities.

Before I discuss our portfolio numbers, I would like to update you on one of our recent development projects. Under a real estate joint venture with Fields Senior Living, we are developing a 78 unit assisted living and memory care community in Medford, Oregon. The community is expected to begin welcoming residents in the first part of March, at which time we will have 4 buildings in partnership with Fields.

Moving to our portfolio numbers. Q3 trailing 12-month EBITDARM and EBITDAR coverage, using a 5% management fee, was 1.43x and 1.21x, respectively, for our assisted living portfolio; and 1.75x and 1.31x, respectively, for our skilled nursing portfolio. Remember that given the sales of Preferred Care portfolio, they have been excluded from these numbers.

I'll finish up with some comments on our pipeline, which continues to be robust and active. We're excited to see and are evaluating a wide swath of financing opportunities, from construction to broken deals to turnarounds and stabilized properties across the continuum.

As we've mentioned, the market remains frothy, but of course the deals must meet our stringent underwriting criteria and have the opportunity to create or enhance growth [or into] operating partnerships.

Now I'll turn the call back to Wendy for closing remarks.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [5]

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Thank you, Pam and Clint. In the last half of 2017, it became painfully obvious that Anthem's early success in leasing up new properties was not going to be the new norm. Causes are attributable to their operational challenges, overdevelopment and other market conditions. Then comes the challenges of the bankruptcies of Preferred Care and Senior Care and the need to reposition former Thrive assets. In the last 2 years, LTC has been involved in very active portfolio management, which has strengthened our capabilities to manage our portfolio. Through these challenges, we have maintained our strong balance sheet and safe monthly dividend payout.

With our $690 million of liquidity, I can truly say we are now highly focused on growth, and our biggest challenge is finding that growth to add value to LTC. We remain committed to broadening portfolio diversification by operator, geography and property type. We have begun our transition to a much more positive 2020, and I am optimistic about our progress and opportunities as we strive to become a REIT done differently by remaining creative, flexible and open to interesting opportunities that others may not appreciate.

We look forward to updating you again next quarter. Operator, we are now ready for questions.

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Questions and Answers

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Operator [1]

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(Operator Instructions)

Our first question comes from Jordan Sadler with KeyBanc Capital Markets.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [2]

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Wanted to just start with Preferred Care. If you could just bridge us from sort of last quarter's estimated total proceeds to where we are now. I wasn't -- I didn't follow exactly, given the transaction that took place this quarter plus what's anticipated to happen in 1Q and 2Q? Could you just do that for us? That would be helpful.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [3]

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Jordan, this is Clint. We didn't give a number last quarter as far as the total proceeds because the contracts that were still due diligence period open. So right now, for the 20 buildings that are currently under contract that are expected to close in first quarter is $59 million. With the sale that occurred in the fourth quarter, the net proceeds were approximately $6 million after the holdback. So with those 21 properties, it's approximately $65 million of net proceeds.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [4]

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And are there an additional 2 properties left to sell?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [5]

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There are -- sure, no. There's additional 2 properties. So one property is the one I discussed in my prepared remarks that was closed in Nacogdoches, Texas, that's currently being marketed for sale.

And there's one remaining property in Arizona that operates as a -- it's a skilled nursing building but operates with a specialized behavioral program. And because of that behavioral program, it differed from the other building we had in Arizona. We were initially marketing the buildings together, but we found out during the process, there's probably a different buyer for that other building that remains in Arizona. So we're remarketing that and targeting operators that would be interested specifically in a behavioral program.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [6]

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And what's the total rent from the remaining 2 properties, the behavioral and the other one?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [7]

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Right now, we are negotiating that with Preferred Care, but it should be somewhere similar to what we're receiving right now on a monthly basis, which is approximately $50,000. It's probably -- approximately $50,000 a month.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [8]

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And Jordan, we're not going to get anything off of Nacogdoches because that's closed. We'll get the net proceeds. So there's only one final Preferred building.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [9]

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I guess, I feel like the gross proceeds from the ones that are under contract that were sold in the fourth quarter, fell a bit short of, I guess, where we were triangulating. And I'm just curious if the market moved or we were -- were we just overly optimistic? Because -- what's the implied cap rate or the cap rate essentially, relative to the rent that you were receiving, Clint, on the 65?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [10]

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I think these are hard to look at on a cap rate basis. I mean, usually people will buy them up for...

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [11]

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A lease rate basis. Yes. No, I understand, but I'm just -- ultimately, I have to put this in my model. So I'm just trying to understand.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [12]

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We can calculate. I don't have it readily. We can calculate that for you and get that number to you.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [13]

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Okay. And then maybe on the pipeline. Clint, you said robust and active, which seems like an interesting sort of characterization. I guess also in context of, I guess, Wendy's opening remarks, where you guys will continue to be pretty stringent about your underwriting and that the market is still kind of tight and you've got to be creative. So can you maybe sort of dig in there a little bit on what the robust is?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [14]

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Sure, absolutely. We're seeing -- I mean, there's still a lot -- there's a lot of deal flow, a lot of transactions that we see through the broker community, through relationships. So we were very active, engaged in evaluating and reviewing deals. That deal volume is pretty high. Obviously, we vet through that to qualify the ones we think makes sense for us. We are very selective, so we have to look at a lot of transactions to be able to find the ones that we think are appropriate for us.

But there still tends -- there's still a lot of activity and the market is fairly strong. So we're looking at skilled, private-pay, like I said, there's turnaround deals and development deals. We're talking about mezzanine investments to build relationships with operating companies. So we're very actively engaged in the acquisition process, and we are looking at a lot of opportunities.

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Jordan Sadler, KeyBanc Capital Markets Inc., Research Division - MD and Equity Research Analyst [15]

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And on the skilled side, I guess, kind of curious, sort of post the very recent PDPM implementation by these operators, are you seeing a lot of flow because people are excited about the 4Q performance and your underwriting off of that? Or how do we sort of read through?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [16]

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No, we haven't seen as much opportunity on the skilled nursing side, because a lot of what we've seen in the market are older properties. And us -- with us divesting the Preferred Care portfolio, that's really not -- that we've not been as focused on. So we haven't seen as many skilled opportunities that fit our criteria, but we're very supportive of the field industry and continue to look at a lot of opportunities. They want to continue to invest in skilled nursing. It's just finding the right opportunities.

I think right now to see deal flow in the market from PDPM, that was just implemented. So I think during the course of 2020, we'll be in a better position to see whether the volume of deals on the skilled nursing side that we are interested in come to market.

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Operator [17]

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Our next question comes from Chad Vanacore with Stifel.

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Tao Qiu, Stifel, Nicolaus & Company, Incorporated, Research Division - Associate [18]

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This is Tao Qiu on for Chad. Congrats on early receipt of the catch-up payment from Senior Care Centers this quarter. I think that was a positive surprise. Could you remind us if you guys have any other pending or potential payment as for release that you could possibly see for 2020?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [19]

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Pertaining to Senior Care?

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Tao Qiu, Stifel, Nicolaus & Company, Incorporated, Research Division - Associate [20]

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Not just Senior Care, but broadly to, you know, the operator that you guys transitioned recently, or any other prior -- restructurings that you did?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [21]

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No, nothing that hasn't already been disclosed and is probably in your model. Nothing that would [affect] FFO, but -- unless it doesn't happen. I think in the Thrive transition press release, we gave a detailed 3-year projection of the rent we were expecting to receive. And currently, all that is on track. So no, there's nothing that leads us to believe that we won't collect that.

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Tao Qiu, Stifel, Nicolaus & Company, Incorporated, Research Division - Associate [22]

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Yes, since you mentioned Thrive, so it looks like you're going to see some structural cash [rent] release on the anniversaries with the various operators that took over. Could you guys quantify the impact on NOI for the second half?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [23]

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Yes. For this year, it's about $600,000 increase over the prior year. So, [yes].

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Tao Qiu, Stifel, Nicolaus & Company, Incorporated, Research Division - Associate [24]

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Okay, that's helpful. And -- yes, my other question is about the Michigan asset you buy. It looks like you were busy working through the end of the year. Could you walk us through the rationale for buying these, which I believe are 25, 23-year-old assets? And I think you guys bought it for $19 million and you're committing additional $2 million capital improvement in year 1? What is the current occupancy level and the rent coverage in this transaction? And how should we think about the return on the $2 million CapEx?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [25]

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Sure. Well, our interest in this is, we've really been -- as I mentioned in my prepared remarks, that we built -- been building a relationship with Randall Residence for a number of years now and looking for opportunities to work on a project with that organization. And this is an opportunity we found in a marketplace that Randall Residence has a presence. So that made a lot of sense to partner with them on this.

Although it is -- I mean a little bit older in regard to the original construction date, the buildings were in a fairly good condition. We've committed additional capital into the buildings. The coverage on these buildings on underwriting was about 1.25x, so we felt very comfortable on the trailing-12 basis for the entry point for this investment, and we think we've got a lot of growth opportunity with Randall Residence. So it made a lot of sense for us to move forward with this transaction.

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Tao Qiu, Stifel, Nicolaus & Company, Incorporated, Research Division - Associate [26]

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Okay, great. If I may ask just one more. I think -- so Jordan asked about the pipeline in general, but I wanted to follow-up on Texas specifically. You made another SNF acquisition in Texas, which was HMG Healthcare. I mean given the recent discussion on [MPAR] and the initial positive reading on PDPM, has anything changed regarding your underwriting standard in that state? Are you seeing more opportunities particularly in Texas?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [27]

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We've seen -- we've been selective in Texas. I mean, again, this goes back to a relationship similar to Randall Residence. As I mentioned in my comment, we've had a long-standing relationship with the principals of HMG, and we, like Randall Residence, we've been working on finding transactions with HMG over a number of years, and we found the right opportunity. And why I discussed in my comments the tie-in of the building in our portfolio that we lease to HMG, this just evolved in a conversation with them, and it made a lot of sense for us.

Geographically, Nacogdoches and Longview are probably about 1 hour, 1.5 hour apart. So it's really -- this just developed as an off market transaction. And it was a great entry point for us and HMG to partner together.

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Operator [28]

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Our next question comes from Michael Carroll with RBC Capital Markets.

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Unidentified Analyst, [29]

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This is Jason on for Mike. I know you mentioned that a lot of the relationships forged in 2019 were newer relationships to the portfolio. So another underwriting question: could you just touch on how you underwrite new relationships versus existing as you turn to growth?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [30]

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Sure. A lot of the underwriting of new relationships is spending time with those organizations, and develop relationship with their organization, understanding their business models, touring buildings that they operate in various markets. So it's really an evolution of getting exposure to these companies.

And as I've said just previously, in the case of Randall and HMG, it's been over a long period of time of understanding their models, how they staff all their buildings, their corporate office, their philosophy. So it's really an engaged process of working with these organizations over time.

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Unidentified Analyst, [31]

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Got it. And then just a quick one on that Preferred Care asset. So what does remarketing that as a behavioral asset do for the valuation prospects?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [32]

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I don't know if it necessarily changes the valuation of the asset. I mean the cash flow is the cash flow. I think it just targets a different operator profile than just straight on more of a skilled basis that's looking more from a transitional model and not caring for a behavioral population.

So you just have a different operator base, I think that would focus on this building as opposed to the other asset that we sold.

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Operator [33]

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Our next question comes from John Kim with BMO Capital Markets.

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Piljung Kim, BMO Capital Markets Equity Research - Senior Real Estate Analyst [34]

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On your guidance for the year, what are you assuming as far as use of proceeds from the Preferred Care dispositions?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [35]

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We assume paying down the line.

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Piljung Kim, BMO Capital Markets Equity Research - Senior Real Estate Analyst [36]

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Okay. Wendy, you mentioned older assets are trading at unattractive cap rates. So I was wondering if you could elaborate what that means as far as ranges of cap rates and whether or not that's before or after CapEx?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [37]

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Ranges of cap rates are -- if we're looking at assets that we would buy in the 7.5% and down to the 6.5%, depending on the type of assets, the cap rates that we're looking at are much higher than that, and it could be in the 10%s or 12%s. So we're just -- we just can't even spend money at that rate.

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Piljung Kim, BMO Capital Markets Equity Research - Senior Real Estate Analyst [38]

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And that's -- this is for AL or SNFs?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [39]

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For SNFs. SNFs are the ones that we are finding are the older ones. For ALs, they're probably around 8% or 9%. And because of the recent development in the private-pay sector, if you have an older asset, unless you can really put money in as we're doing in Michigan to improve the property, and that there's not a lot of new product in the marketplace, you just can't underwrite that successfully. And we have done a lot of looking at properties that we just couldn't get to that -- the price that the broker or the seller was trying to get.

So there's a lot of older private-pay, or we saw a lot of older private-pay in 2019. I haven't been looking at older private-pay in 2020 yet. But -- and they were 1 or 2 properties that were being sold at that level.

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Piljung Kim, BMO Capital Markets Equity Research - Senior Real Estate Analyst [40]

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Okay. I think Clint mentioned that you believe the likely outcome of the Brookdale lease expiration this year would be that it would renew. But I was wondering, have they been in contact with you or have you been negotiating with them at all as far as changing any of the terms as far as annual escalators or CapEx requirements?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [41]

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I wouldn't say necessarily negotiating with them, but we've been actively engaged with Brookdale. We've had conversations with them in regard to their interest in looking at us, finance capital -- capital improvements into the buildings.

Brookdale's been active in that in their own right, and spending their own capital into the buildings. But we've let them know that, as we typically then -- we have been very proactive with the operators and looking at reinvesting in our buildings and making capital available to them. And we have approached Brookdale about that, and it's something they're evaluating, whether they want to look at us financing any improvements or they would fund it on their own. But we've had a very active and open discussion and communication with Brookdale, and really appreciate the relationship with them.

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Piljung Kim, BMO Capital Markets Equity Research - Senior Real Estate Analyst [42]

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And what was the EBITDA coverage of that portfolio?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [43]

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We haven't given the coverage specific on that portfolio. As I mentioned in my prepared remarks, it's a very healthy coverage by master lease, which leads us to believe that they probably are likely to renew the properties.

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Operator [44]

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Our next question comes from Rich Anderson with SMBC.

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Richard Charles Anderson, SMBC Nikko Securities America, Inc., Research Division - Research Analyst [45]

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So on -- just a couple of questions here. First, from a modeling perspective, you mentioned with Senior Care, you've got all your past due rents. So is there an adjustment, I assume, as a -- to recreate the run rate starting in the first quarter? Do I take sort of $2 million out and start fresh? Is that the right way to handle it?

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [46]

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Off revenue, take $1.2 million, because that was the rent. The rest was reimbursement of some legal costs of that, some G&A. But off your revenue run rate, take $1.2 million off, because I don't think we're going to get 13 months of rent in 2020.

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Richard Charles Anderson, SMBC Nikko Securities America, Inc., Research Division - Research Analyst [47]

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Okay. Fair enough. Now one of the things you talked about is that Senior Care is going through their process and you're hopeful for, obviously, a good outcome for LTC, and you're prepared should something sort of run amiss with them one way or another with another operator.

So I'm extrapolating that game plan to Brookdale, which you said you expect them to renew, but what if they don't? I mean do you have a contingency plan in place at all? Have you thought about what you might do with those assets if they choose not to? Just curious if you're equally prepared?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [48]

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Absolutely. We've definitely thought through that, and the coverage is strong enough where I think if they elected not to renew the portfolio, that would be most likely a financial pickup for us.

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Richard Charles Anderson, SMBC Nikko Securities America, Inc., Research Division - Research Analyst [49]

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Okay. Good enough. And then last for me. A lot of your peers talk about pretty thin coverage on their net lease assets in the senior housing space. It's high in mind, a lot of investors. You gave your aggregate coverage numbers, and you guys generally have a good story to tell there. But I am wondering if you have any sort of meaningfully sized situations where you are approaching 1x or lower that might be in need of some sort of reset? Or is that pretty much -- now that you've been through all these operator situations, are you pretty much clear of that now? Curious where you are -- where you stand on that issue.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [50]

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Sure. I guess, Rich, I would characterize it such as this. So on the skilled side, we have only 2 properties, which are just slightly under 1x EBITDARM coverage on the skilled side. And when you look at our total revenue, it's probably right at maybe 1% of total revenue for those 2 buildings. That's on the skilled side.

And then on the private-pay side, we don't have anything below 1x on EBITDARM coverage. So I guess that's how I'd respond to your question.

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Operator [51]

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Our next question comes from Daniel Bernstein with Capital One.

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Daniel Marc Bernstein, Capital One Securities, Inc., Research Division - Research Analyst [52]

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So I wanted to ask -- so on acquisitions side, are you finding -- and maybe this is both for SNFs and [senior housing] -- that there's significant deferred CapEx with some of these assets that are a hindrance to you actually buying the assets? I'm just trying to understand kind of like the preponderance of that out there in the marketplace.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [53]

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Sure, absolutely. There definitely are situations where we're seeing older properties that need capital, but the challenging part is looking at how much capital needs to be deployed and what's the asking price for the assets.

They got to be able -- we have to buy them at the right price point to be able to deploy the capital in then to make them competitive and viable. So we are seeing situations where there is this capital need. But that affects what our underwriting is and what we -- what our going-in price can be to make that investment in a profitable way where we can have a coverage for our operator to successfully operate the property.

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Daniel Marc Bernstein, Capital One Securities, Inc., Research Division - Research Analyst [54]

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And it'd be correct to say that this -- many sellers are not pricing in that deferred CapEx in their asking price?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [55]

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Absolutely.

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Daniel Marc Bernstein, Capital One Securities, Inc., Research Division - Research Analyst [56]

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Okay. And then in terms of development, I mean, you obviously did a significant amount of development in Anthem, Thrive. When we look at the landscape out there, starts are coming down pretty significantly. Looks like absorption is starting to exceed supply growth. Would you consider ramping up development again in seniors housing?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [57]

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At this point, I don't think so. I mean, we've brought down that development, Dan.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [58]

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We didn't call it ramping up.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [59]

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But we've built collectively...

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Daniel Marc Bernstein, Capital One Securities, Inc., Research Division - Research Analyst [60]

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Couple of properties -- couple of projects a year, 3 or 4 projects a year. Yes.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [61]

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Right. Right.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [62]

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Yes. Absolutely. But I mean a great example of this, Dan, though, is -- not necessarily on the private-pay side, but looking at opportunities where we can develop. I mean look at the opportunity we had with Ignite Medical Resorts, coming in and being able to buy and partner with them on a new skilled nursing investment. And in conjunction with that, a development of a new property and building that relationship with Ignite on the private -- on the skilled side gives us opportunity to look at development as they grow out their platform, and we hope to be able to partner with them on future developments.

So you may see development on the skilled side with organizations like Ignite and -- but on the private-pay side, it's going to be select and opportunistic. I mentioned the project we have with Fields Senior Living that's coming online and in Medford, Oregon. We did that development in conjunction with an independent living community we bought and developed this adjacent to that project. So I think [we'll be] very selective and opportunistic in how we look at development.

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Daniel Marc Bernstein, Capital One Securities, Inc., Research Division - Research Analyst [63]

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And then one last question. It seems to be the flavor of the day, senior apartments, that's -- in the senior housing news rags, it's Welltower's obviously doing something there, and others. So have you looked at senior apartments? And maybe, kind of maybe, any initial thoughts on that product type, would you be interested in?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [64]

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We haven't spent a lot of time looking at that; we actually do have one project in Wichita, Kansas that we financed construction on -- with an operating partner of ours, Oxford Senior living. And so we do have that, it's on a campus with an assisted living memory care community that we finance with them in the same market.

But on a broad basis, we haven't spent a long time, but it's something we would look at. And as far as the underwriting, and maybe there is opportunity for us to look in that space.

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Operator [65]

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(Operator Instructions)

Our next question comes from Connor Siversky with Berenberg.

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Connor Serge Siversky, Joh. Berenberg, Gossler & Co. KG, Research Division - Analyst [66]

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Just a little more on a question asked earlier in terms of rent coverage in your tenant roster. Are you seeing any divergence among your tenants on rent coverage? And is that -- is there any rhyme or reason to any specific markets where that's happening? Or just any color there?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [67]

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I would say that we haven't seen a lot of divergence with any specific operator. We're seeing some increases in certain markets. With a couple of operators we have properties with in the state of New Mexico, we've seen some change in coverage with an 8% increase in the Medicaid rate in that state, plus the implementation of provider tax. So we've seen some large changes. They're still being phased in on...

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [68]

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Right, not reflected in...

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [69]

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Not yet fully reflected into our coverage metrics. So that's one example where we're seeing improvements specific to a given state.

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Connor Serge Siversky, Joh. Berenberg, Gossler & Co. KG, Research Division - Analyst [70]

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And then it was mentioned before, some of these assets you recently acquired are a couple of decades old. I mean, do you think the age of these assets really affects occupancy trends? Or is it more about the operator in that sense?

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [71]

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It's more about the operator. And I look at that, you're coming in and buying it at the right price and then investing the appropriate capital to make the buildings competitive. Example being in the Michigan properties. The price point of where we originally started that discussion on the acquisition price and through our due diligence process, I mean, that price did come down a number of times, as we did underwriting, looked at the needs, and there was a little bit of decline in cash flow as we were going through the acquisition process. So we feel that through diligence, the price reductions that we were able to achieve in that transaction were attractive for us and our operator that really afforded a coverage that we think provides a stabilized operation for the operator, and the additional capital deployed,

I think, will continue to make those buildings competitive for our operator.

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Connor Serge Siversky, Joh. Berenberg, Gossler & Co. KG, Research Division - Analyst [72]

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Okay. So I mean -- and just one last one for me. So looking forward in terms of acquisitions, I mean, do you think some of these older assets might make for attractive opportunities in the next couple of years? Or would you still rather target maybe newer -- okay.

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Clint B. Malin, LTC Properties, Inc. - Executive VP & CIO [73]

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No, no, absolutely. It goes back to the operator of the market, the entry point on pricing and what capital we can put into the building. So we would absolutely look at -- to older assets that need additional capital, but it's got to be the right overall investment, from the initial investment through CapEx, that makes the buildings sustainable and doesn't overburden the property with too much rent. It goes back to basis.

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Operator [74]

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This concludes our question-and-answer session. I would like to turn the conference back over to Wendy Simpson for any closing remarks.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [75]

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Thank you, operator. I'd just like to say we totally understand your focus on proceeds that we will be getting or have gotten from Preferred Care. We'll give you more detail in the next conference call we have. But to note, when we give you proceeds, we're giving you net proceeds, which includes some holdback. You've got -- you must understand that the buyers are buying this without Preferred giving them any indemnification.

So we have implemented, in certain instances, a holdback amount that stays in escrow, which we fully expect quite a bit of it will be returned to us. But our proceeds that we talk about are net of that holdback period -- or holdback amount. So there's a couple of million dollars of additional possible net proceeds, and I just wanted to be clear about that.

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Pamela J. Shelley-Kessler, LTC Properties, Inc. - Executive VP, CFO & Corporate Secretary [76]

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And there's also the net proceeds from the joint venture investment.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [77]

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Correct. Yes. Their net proceeds from that...

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Pamela J. Shelley-Kessler, LTC Properties, Inc. - Executive VP, CFO & Corporate Secretary [78]

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Those need to be added together.

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Wendy L. Simpson, LTC Properties, Inc. - Chairman, President & CEO [79]

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Yes, the holdbacks. But in any case, I appreciate all the time you've spent with us and certainly appreciate all your questions. We look forward to talking to you again after the first quarter. Thank you, and have a great weekend.

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Operator [80]

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The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.