-----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, S0M02Keo7fdBalxBLke30i5l5ROZhTQo8sLDpxIG2FvkB3afoCvGMkWZhR39psP4 GsB20is+Y31ZVuZFzQANdQ== 0001157523-04-001286.txt : 20040212 0001157523-04-001286.hdr.sgml : 20040212 20040212093113 ACCESSION NUMBER: 0001157523-04-001286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040212 ITEM INFORMATION: FILED AS OF DATE: 20040212 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: 04588447 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 CITY: OXNARD STATE: CA ZIP: 93030 8-K 1 a4571304.txt LTC 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 __________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: February 12, 2004 (Date of earliest event reported) LTC PROPERTIES, INC. (Exact name of Registrant as specified in its charter) Maryland 1-11314 71-0720518 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No) 22917 Pacific Coast Highway, Suite 350 Malibu, California 90265 (Address of principal executive offices) (805) 981-8655 (Registrant's telephone number, including area code) ================================================================================ Item 12. -- Results of Operations and Financial Condition On February 12, 2004, LTC Properties, Inc. announced the operating results for the three and twelve months ended December 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Such information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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. Dated: February 12, 2004 By: /s/ WENDY L. SIMPSON _________________________________________ Wendy L. Simpson Vice Chairman and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release issued February 12, 2004. EX-99.1 3 a4571304_ex991.txt LTC EXHBIIT 99.1 Exhibit 99.1 LTC Announces Operating Results for the Three and Twelve Months Ended December 31, 2003 MALIBU, Calif.--(BUSINESS WIRE)--Feb. 12, 2004--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and twelve months ended December 31, 2003. LTC announced that for the three months ended December 31, 2003, net income available to common stockholders was $1.6 million or $0.09 per diluted share. Included in these results was a $2.1 million write-off of debt issue costs related to the Company's early retirement of its Secured Revolving Credit, an additional charge of $1.2 million related to the Company's redemption of 40% of its 9.5% Series A Preferred Stock, a gain of $2.0 million for the resulting from redemption by Assisted Living Concepts, Inc. of its secured debentures owned by the Company and a gain on sale of assets of $2.0 million. The Company reported $3.3 million of depreciation expense, of which $0.1 million is included in income from discontinued operations, for the three months ended December 31, 2003. For the same period in 2002, net income available to common stockholders was $0.9 million or $0.05 per diluted share, including a gain on sale of assets of $0.5 million and depreciation expense of $3.5 million, of which $0.2 million is included in income from discontinued operations. Additionally, the results for the comparative 2002 period included an impairment charge of $2.0 million. The Company recorded no impairment charge in the fourth quarter of 2003. Revenues for the three months ended December 31, 2003, were $15.9 million versus $17.1 million for the same period last year. For the twelve months ended December 31, 2003, net income available to common stockholders was $6.5 million or $0.36 per diluted share compared to $16.8 million or $0.91 per diluted share for the twelve months ended December 31, 2002. Results for the year ended December 31, 2003, include a gain on sale of assets of $2.3 million compared to $14.5 million in 2002. Revenues for the twelve months ended December 31, 2003, were $63.4 million versus $68.1 million last year. FFO was $18.4 million or $1.03 per diluted share, compared to $24.5 million or $1.32 per diluted share in 2002. The Company has scheduled a conference call for Thursday, February 19, 2004, at 10:00 AM Pacific time in order to comment on the Company's performance and operating results for the year ended December 31, 2003. The conference call is accessible by dialing 800-901-5241, passcode 62317156. The earnings release and any additional financial information that may be discussed on the conference call will also be available on our website. An audio replay of the conference call will be available from 12:00 PM Pacific time on February 20, 2004, through February 27, 2004. Callers can access the replay by dialing 888-286-8010 and entering conference ID number 87102579. Webcast replays will also be available on our website until March 5, 2004. At December 31, 2003, LTC had investments in 83 skilled nursing facilities, 96 assisted living residences and one school in 30 states. The Company is a self-administered real estate investment trust that primarily invests in long-term care and other health care-related facilities through mortgage loans, facility lease transactions and other investments. This press release includes statements that are not purely historical and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this press release are forward-looking statements. These forward-looking statements involve a number of risks and uncertainties. All forward-looking statements included in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such forward-looking statements. Although the Company's management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by the Company may differ materially from any forward-looking statements due to the risks and uncertainties of such statements. For more information on LTC Properties, Inc., visit the Company's website at www.ltcproperties.com. LTC PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) Three Months Twelve Months Ended Ended December 31, December 31, ----------------- ----------------- 2003 2002 2003 2002 -------- -------- -------- -------- Revenues: Rental income $10,816 $10,334 $40,554 $41,440 Interest income from mortgage loans and notes receivable 2,269 2,672 9,814 10,718 Interest income from REMIC Certificates 2,157 3,347 9,964 12,970 Interest and other income 674 722 3,115 3,009 -------- -------- -------- -------- Total revenues 15,916 17,075 63,447 68,137 -------- -------- -------- -------- Expenses: Interest expense 6,176 5,403 20,877 21,322 Depreciation and amortization 3,195 3,300 12,489 13,705 Impairment charge -- 2,000 1,260 7,097 Legal expenses 69 632 1,078 803 Operating and other expenses 2,128 1,293 6,561 6,044 -------- -------- -------- -------- Total expenses 11,568 12,628 42,265 48,971 -------- -------- -------- -------- Income before non-operating income and minority interest 4,348 4,447 21,182 19,166 Non-operating income 1,970 -- 1,970 -- Minority interest (332) (330) (1,300) (1,308) -------- -------- -------- -------- Income from continuing operations 5,986 4,117 21,852 17,858 Discontinued operations: Income (loss) from discontinued operations 53 45 168 (538) Gain on sale of assets, net 1,963 544 2,299 14,483 -------- -------- -------- -------- Net income from discontinued operations 2,016 589 2,467 13,945 -------- -------- -------- -------- Net income 8,002 4,706 24,319 31,803 Preferred stock redemption (1,241) -- (1,241) -- Preferred stock dividends (5,155) (3,761) (16,596) (15,042) -------- -------- -------- -------- Net income available to common stockholders $1,606 $945 $6,482 $16,761 ======== ======== ======== ======== Net (Loss) Income per Common Share from Continuing Operations net of Preferred Stock Dividends: Basic $(0.02) $0.02 $0.22 $0.15 ======== ======== ======== ======== Diluted $(0.02) $0.02 $0.22 $0.15 ======== ======== ======== ======== Net Income per Common Share from Discontinued Operations: Basic $0.11 $0.03 $0.14 $0.76 ======== ======== ======== ======== Diluted $0.11 $0.03 $0.14 $0.75 ======== ======== ======== ======== Net Income per Common Share Available to Common Stockholders: Basic $0.09 $0.05 $0.36 $0.91 ======== ======== ======== ======== Diluted $0.09 $0.05 $0.36 $0.91 ======== ======== ======== ======== Basic weighted average shares outstanding 17,804 18,306 17,836 18,371 ======== ======== ======== ======== NOTE: Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not agree with the per share amounts for the year. Computations of per share amounts from continuing operations, discontinued operations and net income are made independently. Therefore, the sum of per share amounts from continuing operations and discontinued operations may not agree with the per share amounts from net income available to common stockholders. Reconciliation of Funds From Operations ("FFO") FFO is a supplemental measure of a REIT's financial performance that is not defined by accounting principles generally accepted in the United States. We define FFO as net income available to common stockholders adjusted to exclude the gains or losses on the sale of assets and adjusted to add back impairment charges, real estate depreciation and other non-cash charges. Other REITs may not use this definition of FFO and, therefore, caution should be exercised when comparing our company's FFO to that of other REITs. FFO is used in the REIT industry as a supplemental measure of financial performance, but is not a substitute for net income per share available to common stockholders determined in accordance with accounting principles generally accepted in the United States. The following table reconciles net income available to common stockholders to funds from operations available to common stockholders (in thousands, except per share amounts): Three Months Twelve Months Ended Ended December 31, December 31, --------------- ----------------- 2003 2002 2003 2002 ------- ------- -------- -------- Net income available to common stockholders $1,606 $945 $6,482 $16,761 Add: Real estate depreciation 3,285 3,462 12,998 14,400 Add: Impairment charge -- 2,000 1,260 7,807 Less: Gain on sale of assets, net (1,963) (544) (2,299) (14,483) ------- ------- -------- -------- Funds from operations available to common stockholders $2,928 $5,863 $18,441 $24,485 ======= ======= ======== ======== Basic funds from operations available to common stockholders per share $0.16 $0.32 $1.03 $1.33 ======= ======= ======== ======== Diluted funds from operations available to common stockholders per share $0.16 $0.32 $1.03 $1.32 ======= ======= ======== ======== In October 2003, NAREIT informed its member companies that the Securities and Exchange Commission (SEC) has taken the position that asset impairment charges should not be excluded in calculating FFO. The SEC's interpretation is that recurring impairments on real property are not an appropriate adjustment. If the Company adopted the SEC's interpretation of FFO and did not adjust for the asset impairment charges, the Company's basic FFO, diluted FFO and FFO per diluted share for historical periods would be different than the amounts reported in this release and in previous disclosures. According to NAREIT, there is inconsistency among NAREIT member companies as to the adoption of the SEC's interpretation of FFO. Therefore, a comparison of the Company's FFO results to another company's FFO results may not be meaningful. The following table presents the Company's FFO results reflecting the impact of asset impairment charges as interpreted by the SEC (in thousands, except per share amounts): Three Months Twelve Months Ended Ended December 31, December 31, --------------- ----------------- 2003 2002 2003 2002 ------- ------- -------- -------- Funds from operations available to common stockholders $2,928 $5,863 $18,441 $24,485 Less: Impairment charges -- (2,000) (1,260) (7,807) ------- ------- -------- -------- Funds from operations available to common stockholders including impairment charges $2,928 $3,863 $17,181 $16,678 ======= ======= ======== ======== Basic funds from operations available to common stockholders including impairment charges per share $0.16 $0.21 $0.96 $0.91 ======= ======= ======== ======== Diluted funds from operations available to common stockholders including impairment charges per share $0.16 $0.21 $0.96 $0.90 ======= ======= ======== ======== LTC PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share amounts) December 31, December 31, 2003 2002 --------------- ---------------- ASSETS Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 2003 - $73,376; 2002 - $61,101 $357,282 $366,679 Land 25,343 24,996 Properties held for sale, net of accumulated depreciation and amortization: 2003 - $0; 2002 - $3,215 -- 13,665 Mortgage loans receivable, net of allowance for doubtful accounts: 2003 - $1,280; 2002 - $1,280 71,465 82,675 REMIC Certificates 61,662 64,419 --------------- ---------------- Real estate investments, net 515,752 552,434 Other Assets: Cash and cash equivalents 17,919 8,001 Debt issue costs, net 1,496 5,309 Interest receivable 3,809 3,764 Prepaid expenses and other assets 4,495 2,069 Prepaid expenses and other assets related to properties held for sale -- 2,037 Notes receivable (includes $9,292 due from CLC Healthcare, Inc. in 2003 and $7,836 in 2002) 19,172 18,343 Marketable debt securities 12,281 7,968 --------------- ---------------- 59,172 47,491 --------------- ---------------- Total Assets $574,924 $599,925 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings $-- $48,421 Mortgage loans payable 123,314 134,388 Bonds payable and capital lease obligations 14,686 15,361 Senior mortgage participation payable 18,250 29,667 Accrued interest 952 1,267 Accrued expenses and other liabilities 2,514 4,419 Accrued expenses and other liabilities related to properties held for sale -- 4,609 Liability for Series A 9.5% Preferred Stock redemption - 1,226 shares 30,642 -- Distributions payable 2,383 981 --------------- ---------------- Total Liabilities 192,741 239,113 Minority interest 13,401 13,399 Stockholders' equity: Preferred stock $0.01 par value: 2003 - 15,000 shares authorized; shares issued and outstanding: 2003 - 8,026; 2002 - 7,062 189,163 165,183 Common stock: $0.01 par value; 2003 - 35,000 shares authorized; shares issued and outstanding: 2003 - 17,807; 2002 - 18,055 178 181 Capital in excess of par value 250,055 253,050 Cumulative net income 274,948 250,629 Other (638) (6,112) Cumulative distributions (344,924) (315,518) --------------- ---------------- Total Stockholders' Equity 368,782 347,413 --------------- ---------------- Total Liabilities and Stockholders' Equity $574,924 $599,925 =============== ================ CONTACT: LTC Properties, Inc. Andre C. Dimitriadis/Wendy L. Simpson, 805-981-8655 -----END PRIVACY-ENHANCED MESSAGE-----