-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sz11umxJiM7kORGF2uFWUewHBIrQjXrUm5dwytuCtHHiMVxrP8EVBkkBCaLqGLtj AwER/qAaNf5rEoxy0ySixw== 0000898430-97-003202.txt : 19970805 0000898430-97-003202.hdr.sgml : 19970805 ACCESSION NUMBER: 0000898430-97-003202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970804 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970804 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LTC PROPERTIES INC CENTRAL INDEX KEY: 0000887905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 710720518 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11314 FILM NUMBER: 97651045 BUSINESS ADDRESS: STREET 1: 300 ESPLANADE DR STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059818655 MAIL ADDRESS: STREET 1: 300 ESPLANADE DR SUITE 1860 STREET 2: 300 ESPLANADE DR SUITE 1860 CITY: OXNARD STATE: CA ZIP: 93030 8-K 1 CURRENT REPORT DATED 8/4/97 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 4, 1997 ----------------------- LTC PROPERTIES, INC. (Exact name of registrant as specified in its charter) MARYLAND 1-11314 71-0720518 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) (Commission File Number) Identification Number)
300 ESPLANADE DRIVE, SUITE 1860 OXNARD, CA 93030 (Address of principal executive offices) (805) 981-8655 (Registrant's telephone number) --------------------- ================================================================================ ITEM 5. Other Events On July 22, 1997, LTC Properties, Inc. (the "Company") announced, pursuant to a Press Release ("Press Release"), financial results for the period ending June 30, 1997. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. Financial Statements and Exhibits a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable. b) PRO FORMA FINANCIAL INFORMATION. Not Applicable. c) EXHIBITS 99.1 Press Release of LTC Properties, Inc., dated July 22, 1997. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LTC PROPERTIES, INC. By: /s/ JAMES J. PIECZYNSKI --------------------------------- James J. Pieczynski Chief Financial Officer and Chief Accounting Officer Date: August 4, 1997 EXHIBIT INDEX
Sequentially Exhibit Numbered No. Description Page ------- ----------- ------------- 99.1 Press release dated July 22, 1997 announcing financial results for the period ended June 30, 1997.
EX-99.1 2 PRESS RELEASE OF LTC PROPERTIES, INC. DTD 7/22/97 EXHIBIT 99.1 [LETTERHEAD OF LTC PROPERTIES, INC.] FOR IMMEDIATE RELEASE --------------------- Contact: Andre C. Dimitriadis, Chairman & CEO (805) 981-8655 William McBride III, President & COO (805) 981-8655 James J. Pieczynski, Sr. Vice President & CFO (805) 981-8655 LTC ANNOUNCES ITS OPERATING RESULTS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 ================================================================================ OXNARD, CALIFORNIA, JULY 22, 1997 -- LTC Properties, Inc. (NYSE: LTC) announced today its results of operations for the three months and six months ended June 30, 1997. During the three months ended June 30, 1997, Funds From Operations ("FFO"), the generally accepted measure of real estate investment trust operating performance, increased approximately 10.8% on a per share basis to $0.41 compared with $0.37 per share for the same period a year earlier. FFO available to common shareholders for the second quarter of 1997 was $9,437,000 versus $7,085,000 for the second quarter of 1996. Revenues for the quarter increased by 40% to $18,115,000 from $12,920,000 for the three months ended June 30, 1996. Net income available to common shareholders increased to $7,226,000 or $0.31 per share compared with $5,617,000 or $0.30 per share for the same period a year earlier. For the six months ended June 30, 1997, FFO increased approximately 11% to $0.81 per share from $0.73 per share for the same period a year ago. Revenues for the six months ended June 30, 1997 were $34,602,000 versus $25,283,000 for the same period in 1996, an increase of approximately 36.9%. Net income available to common shareholders increased to $14,405,000 or $0.63 per share for the six months ended June 30, 1997 versus $11,072,000 or $0.59 per share for the same period in 1996. The increases in FFO, revenues and net income available to common shareholders resulted from approximately $182,000,000 of net investments completed since June 30, 1996. During the six months ended June 30, 1997, the Company completed approximately $122,444,000 in new net investments. The investments that closed consisted of approximately $48,340,000 in mortgage loans, approximately $17,748,000 in mortgage loans that will be converted into owned properties and approximately $56,356,000 in owned properties. At June 30, 1997, the Company had investments in 267 skilled nursing facilities and 62 assisted living residences in 32 states. The Company is a self-administered real estate investment trust which was organized to invest in long-term care and other health care related facilities through mortgage loans, facility lease transactions and other investments. # # #
SUMMARY OF QUARTERLY RESULTS (UNAUDITED) - -------------------------------------------------------------------------------------------- Quarter ended June 30 Six months ended June 30 ----------------------- ------------------------ (amounts in thousands, except per share amounts) 1997 1996 1997 1996 ------------------------------------------------ Revenues $18,115 $12,920 $34,602 $25,283 Net Income available to common 7,226 $ 5,617 14,405 11,072 shareholders Net Income available to common $ 0.31 $ 0.30 $ 0.63 $ 0.59 shareholders per share Funds from operations available to common shareholders(1) $ 9,437 $ 7,085 $18,528 $13,797 Funds from operations available to common shareholders per share $ 0.41 $ 0.37 $ 0.81 $ 0.73 Weighted average shares outstanding 23,146 18,959 22,802 18,900 - ----------
(1) Funds from Operations available to common shareholders ("FFO") is defined as net income before gains (losses) from debt restructuring and sales of property; plus real estate depreciation less preferred dividends as prescribed by the National Association of Real Estate Investment Trusts. - -------------------------------------------------------------------------------- LTC PROPERTIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME - -------------------------------------------------------------------------------- (Amounts in thousands, except per share amounts) (unaudited)
Three months ended Six months ended June 30, June 30 1997 1996 1997 1996 --------- ------- ------- ------- Revenues: Rental income $ 7,561 $ 4,927 $13,875 $ 9,061 Interest income from mortgage loans 6,345 3,668 12,488 8,832 Interest income from mortgage-backed securities 3,731 3,989 7,447 6,787 Interest and other revenue 478 336 792 603 ------- ------- ------- ------- Total revenues 18,115 12,920 34,602 25,283 Expenses: Interest expense 5,632 4,835 11,339 9,489 Depreciation and amortization 2,225 1,479 4,144 2,746 Amortization of Founders' stock 12 38 31 76 Minority interest 297 117 594 272 Operating and other expenses 1,006 834 1,945 1,628 ------- ------- ------- ------- Total expenses 9,172 7,303 18,053 14,211 ------- ------- ------- ------- Operating income 8,943 5,617 16,549 11,072 Other income, net: 111 - 111 - ------- ------- ------- ------- Net income 9,054 5,617 16,660 11,072 Preferred dividends 1,828 - 2,255 - ------- ------- ------- ------- Net income available to common shareholders $ 7,226 $ 5,617 $14,405 $11,072 ======= ======= ======= ======= Net income available to common shareholders per share $ 0.31 $ 0.30 $ 0.63 $ 0.59 ======= ======= ======= ======= Net income available to common shareholders $ 7,226 $ 5,617 $14,405 $11,072 Add back real estate depreciation 2,211 1,468 4,123 2,725 ------- ------- ------- ------- Funds from operations available to common shareholders $ 9,437 $ 7,085 $18,528 $13,797 ======= ======= ======= ======= Funds from operations available to common shareholders per share $ 0.41 $ 0.37 $ 0.81 $ 0.73 ======= ======= ======= ======= Weighted average shares outstanding 23,146 18,959 22,802 18,900 ======= ======= ======= =======
- -------------------------------------------------------------------------------- LTC PROPERTIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------
June 30, December 31, 1997 1996 -------- ------------ (audited) (In thousands) ASSETS Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 1997 - $15,738; 1996 - $11,640 $258,192 $199,591 Land 15,391 12,347 Mortgage loans receivable, net of allowance for doubtful accounts: 1997 - $1,000; 1996 - $1,000 231,506 177,262 Mortgage-backed securities 90,374 92,545 -------- -------- Real estate investments, net 595,463 481,745 Other Assets: Cash and cash equivalents 5,894 3,148 Debt issue costs, net 2,805 4,150 Interest receivable 3,508 2,817 Prepaid expenses and other assets 8,135 2,289 -------- -------- 20,342 12,404 -------- -------- Total assets $615,805 $494,149 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Convertible subordinated debentures due 1999 - 2004 $104,667 $135,828 Bank borrowings 104,000 79,400 Mortgage loans and notes payable 58,471 54,205 Bonds payable and capital lease obligations 13,948 14,039 Accrued interest 7,106 6,015 Accrued expenses and other liabilities 3,323 3,041 Distributions payable 610 6,679 -------- -------- Total liabilities 292,125 299,207 Minority interest 10,506 10,528 Commitments Stockholders' equity: Preferred stock $0.01 par value: 10,000,000 shares authorized; shares issued and outstanding: 1997 - 3,080,000, 1996 - none 73,800 - Common stock $0.01 par value; 40,000,000 shares authorized; shares issued and outstanding: 1997 - 23,045,810; 1996 - 19,484,208 230 195 Capital in excess of par value 250,779 195,297 Cumulative net income 82,185 65,525 Notes receivable from stockholders (7,565) - Unrealized gain on interest-only 8,838 - mortgage-backed securities Cumulative distributions (95,093) (76,603) -------- -------- Total stockholders' equity 313,174 184,414 -------- -------- Total liabilities and $615,805 $494,149 stockholders' equity ======== ========
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