XML 85 R20.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Equity | 12 Months Ended
--- | ---
Dec. 31, 2012
Equity |
Equity | 10. Equity Preferred Stock. At December 31, 2012 and 2011, we had 2,000,000 shares of our 8.5% Series C Cumulative Convertible Preferred Stock (or Series C preferred stock) outstanding. Our Series C preferred stock is convertible into 2,000,000 shares of our common stock and dividends are payable quarterly. Total shares reserved for issuance of common stock related to the conversion of Series C preferred stock were 2,000,000 shares at December 31, 2012 and 2011. At December 31, 2012 and 2011, we had no shares of our 8.5% Series E Cumulative Convertible Preferred Stock (or Series E preferred stock) outstanding. Our Series E preferred stock was convertible at any time into shares of our common stock at a conversion price of $12.50 per share of common stock. During 2010, holders of 32,895 shares of Series E preferred stock elected to convert such shares into 65,790 shares of common stock. During 2010, we redeemed the remaining 4,921 shares of outstanding Series E preferred stock at a redemption price of $25.4191 per share, including accrued and unpaid dividends up to and including the redemption date. Accordingly, we recognized the $6,000 of original issue costs related to the Series E preferred stock as a preferred stock redemption charge which is included in the income statement line item Income allocated to preferred stockholders. At December 31, 2012 and 2011, we had no shares of our 8.0% Series F Cumulative Preferred Stock outstanding (or Series F preferred stocks). Our Series F preferred stocks were redeemable by us, at our option, in whole or from time to time in part, for $25.00 per share in cash plus any accrued and unpaid dividends up to the date of redemption. Dividends were cumulative from the date of original issue and were payable quarterly to stockholders of record on the first day of each quarter. During 2011, we redeemed 3,536,530 shares of our Series F preferred stock, representing all of our remaining outstanding shares. The redemption price was $25.1333 per share, including accrued and unpaid dividends. Accordingly, we recognized $3,566,000 in 2011 of original issue costs related to the Series F preferred stock as a preferred stock redemption charge which is included in the income statement line item Income allocated to preferred stockholders. During 2012, we reclassified all of the authorized but unissued shares of our Series E preferred stock and our Series F preferred stock as authorized but unissued and unclassified shares of our preferred stock. No shares of Series E preferred stock or Series F preferred stock were outstanding immediately prior to the reclassification. While outstanding, the liquidation preferences of each share of preferred stock are pari passu with one another. None have any voting rights, any stated maturity, nor are they subject to any sinking fund or mandatory redemption. Common Stock. We have an equity distribution agreement which allows us to issue and sell, from time to time, up to $85,686,000 in aggregate offering price of our common shares. Sales of common shares are made by means of ordinary brokers' transactions at market prices, in block transactions, or as otherwise agreed between us and our sales agents. During 2012 and 2011, we did not sell shares of our common stock under our equity distribution agreement. At December 31, 2012, we had $64,573,000 available under this equity distribution agreement. During 2011, we sold 3,990,000 shares of common stock at a price of $27.25 per share, before fees and costs, in an underwritten public offering. The net proceeds of $103,631,000 were used to redeem all of our Series F preferred stock outstanding, as previously discussed, and the remaining net proceeds were used to partially repay amounts outstanding under our Unsecured Credit Agreement. We had a Board of Directors repurchase authorization program enabling us to repurchase up to 5,000,000 shares of our equity securities, including common and preferred stock in the open market. During 2012, our Board of Directors terminated this repurchase authorization. During 2012 and 2011, we did not purchase shares of our equity securities. At December 31, 2011, we had an open Board authorization to purchase 3,360,237 shares in total of equity securities. During 2012, we amended our charter to increase the number of authorized shares of common stock from 45,000,000 to 60,000,000 shares. The charter amendment was approved by our stockholders at the 2012 annual meeting of stockholders held on May 22, 2012. Available Shelf Registrations. Our shelf registration statement provides us with the capacity to offer up to $400,000,000 in common stock, preferred stock, warrants, debt, depositary shares, or units. We may from time to time raise capital under our current shelf registration in amounts, at prices, and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of the offering. At December 31, 2012 we had availability of $167,614,000 under our effective shelf registration. Non-controlling Interests. During 2012 and 2011, we had one limited partnership. The limited partnership agreement allowed the limited partners to convert, on a one-for-one basis, their limited partnership units into shares of common stock or the cash equivalent, at our option. Since we exercised control, we consolidated the limited partnership and we carried the non-controlling interests at cost. During 2012, two of our limited partners exercised their conversion rights to exchange all of their 112,588 partnership units. At our discretion, we converted 23,294 partnership units into an equal number of our common shares. The partnership conversion price was $17.00 per partnership unit. At our discretion, we elected to satisfy the conversion of 89,294 limited partnership units with cash. We paid the limited partners $2,764,000, which represents the closing price of our common stock on the redemption date plus $0.05 per share multiplied by the number of limited partnership units redeemed. The amount we paid upon redemption exceeded the book value of the limited partnership interest redeemed by $1,246,000. Accordingly, the $1,246,000 excess book value of the limited partners' interest in the partnership was reclassified to stockholders' equity. We accounted for these conversions as an equity transaction because there was no change in control requiring consolidation or deconsolidation and remeasurement. At December 31, 2012, we had no shares of our common stock reserved under any partnership agreements. The following table represents the effect of changes in our ownership interest in the limited partnership on equity attributable to LTC Properties, Inc. (in thousands):
|  | Years Ended December 31, |
--- | --- | --- | ---
|  | 2012 |  | 2011 |  | 2010 |
Net income attributable to LTC Properties, Inc. |  | $ | 51,290 |  | $ | 49,252 |  | $ | 45,862 |
Transfers from the non-controlling interest |  |  |  |  |  |  |  |  |  |
Increase in paid-in capital for limited partners conversion |  |  | 396 |  |  | — |  |  | — |
Decrease in paid-in capital for limited partners conversion |  |  | (1,246 | ) |  | — |  |  | — |
Change from net income attributable to LTC Properties, Inc. and transfers from non-controlling interest |  | $ | 50,440 |  | $ | 49,252 |  | $ | 45,862 |
Distributions. We declared and paid the following cash dividends(in thousands):
|  | Year Ended December 31, 2012 |  | Year ended December 31, 2011 |
--- | --- | --- | --- | --- | ---
|  | Declared |  | Paid |  | Declared |  | Paid |
Preferred Stock |  |  |  |  |  |  |  |  |  |  |  |  |
Series C |  | $ | 3,273 |  | $ | 3,273 |  | $ | 3,272 |  | $ | 3,272 |
Series F(1) |  |  | — |  |  | — |  |  | 2,240 |  |  | 4,008 |
Total Preferred |  |  | 3,273 |  |  | 3,273 |  |  | 5,512 |  |  | 7,280 |
Common Stock(2) |  |  | 54,512 |  |  | 54,512 |  |  | 49,292 |  |  | 49,292 |
Total |  | $ | 57,785 |  | $ | 57,785 |  | $ | 54,804 |  | $ | 56,572 |
(1) During 2011, we redeemed all of our Series F preferred stock. (2) Represents $0.145 per share per month for January through July of 2012 and $0.155 per share per month for August through December of 2012. Represents $0.14 per share per month for the 2011. In January 2013, we declared a monthly cash dividend of $0.155 per share on our common stock for the months of January, February and March 2013 payable on January 31, February 28 and March 28, 2013, respectively, to stockholders of record on January 23, February 20 and March 20, 2013, respectively. Accumulated Other Comprehensive Income. During the years we had investments in Real Estate Mortgage Investment Conduit (or REMIC) Certificates, we retained the non-investment grade certificates issued in the securitizations. During 2005, a loan was paid off in the last remaining REMIC pool which caused the last third party REMIC Certificate holders entitled to any principal payments to be paid off in full. After this transaction, we became the sole holder of the remaining REMIC Certificates and are therefore entitled to the entire principal outstanding of the loan pool underlying the remaining REMIC Certificates. Under the FASB accounting guidance relating to accounting for changes that result in a transferor regaining control of financial assets sold, a Special Purpose Entity (or SPE) may become non-qualified or tainted which generally results in the "repurchase" by the transferor of all the assets sold to and still held by the SPE. Since we were the sole REMIC Certificate holder entitled to principal from the underlying loan pool, we had all the risks and were entitled to all the rewards from the underlying loan pool. As required by the accounting guidance, the repurchase for the transferred assets was accounted for at fair value. The accumulated other comprehensive income balance represents the fair market value adjustment offset by any previously adjusted impairment charge which is amortized to increase interest income over the remaining life of the loans that we repurchased from the REMIC pool. At December 31, 2012 and 2011, Other Equity consisted of $152,000 and $199,000, respectively, of accumulated other comprehensive income. Stock Based Compensation Plans. During 2008 we adopted and our shareholders approved the 2008 Equity Participation Plan under which 600,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2008 Equity Participation Plan are set by our compensation committee at its discretion. Restricted Stock. During 2012, we granted 90,500 shares of restricted common stock as follows:
| No. of Shares |  | Price per Share |  | Vesting Period
--- | --- | --- | --- | --- | ---
|  | 14,000 |  | $ | 31.77 |  | ratably over 5 years
|  | 12,200 |  | $ | 31.77 |  | January 10, 2016
|  | 30,000 |  | $ | 31.77 |  | June 15, 2015
|  | 8,000 |  | $ | 31.87 |  | ratably over 3 years
|  | 6,300 |  | $ | 34.90 |  | ratably over 5 years
|  | 20,000 |  | $ | 34.90 |  | December 20, 2015
In January 2013, we granted 20,000 shares of restricted common stock at $36.26 per share. These shares all vest on June 1, 2016. During 2011, we granted 6,000 shares of restricted common stock at $28.70 per share. These shares vest ratably over a three-year period from the grant date. Dividends are payable on the restricted shares to the extent and on the same date as dividends are paid on all of our common stock. Restricted stock activity for the years ended December 31, 2012 and 2011 was as follows:
|  | 2012 |  | 2011 |
--- | --- | --- | --- | --- | ---
Outstanding, January 1 |  |  | 165,134 |  |  | 217,317 |
Granted |  |  | 90,500 |  |  | 6,000 |
Vested |  |  | (60,185 | ) |  | (58,183 | )
Canceled |  |  | — |  |  | — |
Outstanding, December 31 |  |  | 195,449 |  |  | 165,134 |
Compensation expense for the year(1) |  | $ | 1,809,000 |  | $ | 1,450,000 |
(1) At December 31, 2012, the total compensation cost related to unvested restricted stock granted is $5,041,000, which will be recognized ratably over the remaining vesting period. Stock Options. No stock options were issued during 2012 and 2011. Nonqualified stock option activity for the years ended December 31, 2012 and 2011, was as follows:
|  | Shares |  | Weighted Average Price |
--- | --- | --- | --- | --- | ---
|  | 2012 |  | 2011 |  | 2012 |  | 2011 |
Outstanding, January 1 |  |  | 180,334 |  |  | 185,334 |  | $ | 23.33 |  | $ | 23.34 |
Granted |  |  | — |  |  | — |  | $ | — |  | $ | — |
Exercised |  |  | (85,000 | ) |  | (5,000 | ) | $ | 22.66 |  | $ | 23.79 |
Canceled |  |  | — |  |  | — |  | $ | — |  | $ | — |
Outstanding, December 31 |  |  | 95,334 |  |  | 180,334 |  | $ | 23.93 |  | $ | 23.33 |
Exercisable, December 31(1) |  |  | 95,334 |  |  | 175,334 |  | $ | 23.93 |  | $ | 23.29 |
(1) The aggregate intrinsic value of exercisable options at December 31, 2012, based upon the closing price of our common shares at December 31, 2012, amounted to approximately $1,074,000. Options exercisable at December 31, 2012 have a weighted average remaining contractual life of approximately 3.9 years. The options exercised during 2012 and 2011 were as follows:
|  | Options Exercised |  | Weighted Average Exercise Price |  | Option Value |  | Market Value(1) |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
2012 |  |  | 85,000 |  | $ | 22.66 |  | $ | 1,926,000 |  | $ | 2,761,000 |
2011 |  |  | 5,000 |  | $ | 23.79 |  | $ | 119,000 |  | $ | 152,000 |
(1) As of the exercise dates. We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees. This model requires management to make certain estimates including stock volatility, expected dividend yield and the expected term. If management incorrectly estimates these variables, the results of operations could be affected. The weighted average exercise share price of the options was $23.93 and $23.33 as of December 31, 2012 and 2011, respectively. At December 31, 2012, all stock options are exercisable and no shares are scheduled to vest beyond December 31, 2012.

X
- Details
Name: | us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section B -Paragraph 7, 11A -Chapter 1 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 5 -Paragraph 15 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770 Reference 20: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 3, 4, 5, 6, 7, 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 21: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 12 -Paragraph 10 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 22: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690 Reference 23: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration