SEC Comment Letter for LTC PROPERTIES INC (LTC) (CIK 0000887905) (LTC) — Jun 22, 2012
LTC PROPERTIES INC (LTC) (CIK 0000887905)
Date: June 22, 2012 · CIK: 0000887905 · Accession: 0000000000-12-032767
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11314
Referenced dates: May 25, 2012
Letter
June 22 , 2012 VIA E -Mail Ms. Pamela Shelley -Kessler Executive Vice President and Chief Financial Officer LTC Properties, Inc. 2829 Townsgate Road, Suite 350 Westlake Village, California 91361
Re: LTC Properties, Inc. Form 10 -K for the year ended December 31, 2011 Filed on February 27, 2012 File No. 001-11314
Dear Ms. Pamela Shelley -Kessler:
We have reviewed yo ur response letter dated June 1 1, 2012 and have the following comment s. In our comment s, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to the se comment s, we may have additional comments.
FORM 10 -K FOR THE YEAR ENDED DECEMBER 31, 2011
Part I.
Item 1A. Risk Factors, page 19
“We Rely on a Few Major Operators,” page 20
1. We note your response to comment 4 of our letter dated May 25, 2012. In future Exchange Act periodic reports, please revise this risk factor to further highlight the risk by identifying tenants which account for 5% or more of your revenue.
Ms. Pamela Shelley -Kessler LTC Properties, Inc. June 22, 2012 Page 2
Item 7. Management’s Discussion and Analysis of Financial Condition…, page 32
2. We note your response to comment 7 of our letter dated May 25, 2012 and reissue our prior comment in part. Please disclose same property average rent trends.
3. We note your response to comment 8 of our letter dated May 25, 2012. We note that the table that you direct us to on page 34 appears to cover 2011 acquisitions. As such, we respectfully reissue our prior comment. In future Exchange Act periodic reports, please expand your disclosure of your overall leasing activities, including a discussion of the volume of new or renewed leases with average rents or yields, as applicable. Include the impact of tenant improvement costs and leasing commissions.
We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Sandra Hunter at (202) 551 -3758 or Sonia Gupta Barros at (202) 551 - 3655 w ith any questions.
Sincerely,
/s/ Kevin Woody
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June 22 , 2012
VIA E -Mail
Ms. Pamela Shelley -Kessler
Executive Vice President and Chief Financial Officer
LTC Properties, Inc.
2829 Townsgate Road, Suite 350
Westlake Village, California 91361
Re: LTC Properties, Inc.
Form 10 -K for the year ended December 31, 2011
Filed on February 27, 2012
File No. 001-11314
Dear Ms. Pamela Shelley -Kessler:
We have reviewed yo ur response letter dated June 1 1, 2012 and have the following
comment s. In our comment s, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comment s apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to the se comment s, we may
have additional comments.
FORM 10 -K FOR THE YEAR ENDED DECEMBER 31, 2011
Part I.
Item 1A. Risk Factors, page 19
“We Rely on a Few Major Operators,” page 20
1. We note your response to comment 4 of our letter dated May 25, 2012. In future
Exchange Act periodic reports, please revise this risk factor to further highlight the risk
by identifying tenants which account for 5% or more of your revenue.
Ms. Pamela Shelley -Kessler
LTC Properties, Inc.
June 22, 2012
Page 2
Item 7. Management’s Discussion and Analysis of Financial Condition…, page 32
2. We note your response to comment 7 of our letter dated May 25, 2012 and reissue our
prior comment in part. Please disclose same property average rent trends.
3. We note your response to comment 8 of our letter dated May 25, 2012. We note that the
table that you direct us to on page 34 appears to cover 2011 acquisitions. As such, we
respectfully reissue our prior comment. In future Exchange Act periodic reports, please
expand your disclosure of your overall leasing activities, including a discussion of the
volume of new or renewed leases with average rents or yields, as applicable. Include the
impact of tenant improvement costs and leasing commissions.
We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Sandra Hunter at (202) 551 -3758 or Sonia Gupta Barros at (202) 551 -
3655 w ith any questions.
Sincerely,
/s/ Kevin Woody
Kevin Woody
Branch Chief