-----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, Mu1nV66Q2vMZW0uM8UMuo+RqcaC40F1GWvFWZByMO1BMGsd2Rd/ogclDaak1KbTQ QTpHX1Mt1xbpQlZzLob/9g== 0001157523-04-006568.txt : 20040721 0001157523-04-006568.hdr.sgml : 20040721 20040721093118 ACCESSION NUMBER: 0001157523-04-006568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 ITEM INFORMATION: FILED AS OF DATE: 20040721 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: 04923309 BUSINESS ADDRESS: STREET 1: 22917 PACIFIC COAST HWY STREET 2: SUITE 350 CITY: MALIBU STATE: CA ZIP: 90265 BUSINESS PHONE: 3104556010 MAIL ADDRESS: STREET 1: 22917 PACIFIC COAST HWY STREET 2: SUITE 350 CITY: MALIBU STATE: CA ZIP: 90265 8-K 1 a4684750.txt LTC PROPERTIES INC. 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: July 21, 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 July 21, 2004, LTC Properties, Inc. announced the operating results for the second quarter ended June 30, 2004. 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: July 21, 2004 By: /s/ WENDY L. SIMPSON -------------------------------- Wendy L. Simpson Vice Chairman and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release issued July 21, 2004. EX-99.1 2 a4684750ex991.txt NEWS RELEASE Exhibit 99.1 LTC Announces Operating Results for the Three and Six Months Ended June 30, 2004, and Declares Third Quarter Cash Dividend on Its Common Stock MALIBU, Calif.--(BUSINESS WIRE)--July 21, 2004--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and six months ended June 30, 2004, and announced that net income available to common stockholders for the second quarter was $4.4 million, or $0.23 per diluted share. Included in these results was a loss on sale of assets of $0.3 million, or $0.01 per share. For the same period in 2003, net income available to common stockholders was $2.6 million, or $0.15 per diluted share, which included a gain on sale of assets of $0.7 million, or $0.04 per share. Revenues for the three months ended June 30, 2004, were $16.7 million versus $15.8 million for the same period last year. For the six months ended June 30, 2004, net income available to common stockholders was $5.4 million, or $0.29 per diluted share. Included in these results was a gain on sale of assets of $0.7 million, or $0.04 per share, and an additional charge of $4.0 million, or $0.21 per share, related to the company's redemption of all of its remaining 9.5% Series A Preferred Stock and all of its 9.0% Series B Preferred Stock. For the same period in 2003, net income available to common stockholders was $2.7 million, or $0.15 per diluted share, which included an impairment charge of $1.3 million and a $0.7 million, or $0.03 per share, gain on sale of assets. Revenues for the six months ended June 30, 2004, were $33.7 million versus $31.6 million for the same period last year. LTC also announced that it has declared a dividend for the third quarter of fiscal 2004 of $0.30 per common share payable on September 30, 2004, to stockholders of record on September 17, 2004. This represents an increase from $0.275 paid in second quarter 2004. The Company has scheduled a conference call for July 22, 2004, at 1:00 PM Pacific time in order to comment on the Company's performance, acquisitions and operating results for the quarter ended June 30, 2004. The conference call is accessible by dialing 866-761-0748, passcode 48902327. 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 3:00 PM Pacific time on July 22, 2004, through July 29, 2004. Callers can access the replay by dialing 888-286-8010 and entering conference ID number 80909790. Webcast replays will also be available on our website until August 7, 2004. At June 30, 2004, LTC had investments in 92 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. For more information on LTC Properties, Inc., visit the Company's website at www.ltcproperties.com. 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. LTC PROPERTIES, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share amounts) (Unaudited) Three Months Six Months Ended June 30, Ended June 30, ---------------- ----------------- 2004 2003 2004 2003 -------- ------- -------- -------- Revenues: Rental income $11,758 $9,979 $23,324 $19,765 Interest income from mortgage loans and notes receivable 2,334 2,489 4,472 4,996 Interest income from REMIC Certificates 2,047 2,551 4,438 5,337 Interest and other income 578 732 1,443 1,514 -------- ------- -------- -------- Total revenues 16,717 15,751 33,677 31,612 -------- ------- -------- -------- Expenses: Interest expense 3,357 4,924 6,670 10,039 Depreciation and amortization 3,250 3,136 6,425 6,200 Impairment charge -- -- -- 1,260 Legal expenses 91 407 109 771 Operating and other expenses 1,482 1,237 2,733 3,036 -------- ------- -------- -------- Total expenses 8,180 9,704 15,937 21,306 -------- ------- -------- -------- Income before minority interest 8,537 6,047 17,740 10,306 Minority interest (259) (326) (542) (647) -------- ------- -------- -------- Income from continuing operations 8,278 5,721 17,198 9,659 Discontinued operations: Income (loss) from discontinued operations 2 (20) 8 (74) (Loss) gain on sale of assets, net (257) 679 718 679 -------- ------- -------- -------- Net (loss) income from discontinued operations (255) 659 726 605 -------- ------- -------- -------- Net income 8,023 6,380 17,924 10,264 Preferred stock redemption charge -- -- (4,029) -- Preferred stock dividends (3,581) (3,756) (8,527) (7,517) -------- ------- -------- -------- Net income available to common stockholders $4,442 $2,624 $5,368 $2,747 ======== ======= ======== ======== Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends: Basic $0.25 $0.11 $0.25 $0.12 ======== ======= ======== ======== Diluted $0.24 $0.11 $0.25 $0.12 ======== ======= ======== ======== Net (Loss) Income per Common Share from Discontinued Operations: Basic ($0.01) $0.04 $0.04 $0.03 ======== ======= ======== ======== Diluted ($0.01) $0.04 $0.04 $0.03 ======== ======= ======== ======== Net Income per Common Share Available to Common Stockholders: Basic $0.23 $0.15 $0.29 $0.15 ======== ======= ======== ======== Diluted $0.23 $0.15 $0.29 $0.15 ======== ======= ======== ======== Basic weighted average shares outstanding 19,165 17,775 18,576 17,870 ======== ======= ======== ======== 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 (unaudited, in thousands, except per share amounts): Three Months Six Months Ended June 30, Ended June 30, --------------- ---------------- 2004 2003 2004 2003 ------- ------- -------- ------- Net income available to common stockholders $4,442 $2,624 $5,368 $2,747 Add: Real estate depreciation 3,250 3,275 6,429 6,507 Add: Impairment charge -- -- -- 1,260 Less (gain)/add loss on sale of assets, net 257 (679) (718) (679) ------- ------- -------- ------- FFO available to common stockholders $7,949 $5,220 $11,079 $9,835 ======= ======= ======== ======= Add: Preferred stock redemption charge -- -- 4,029 -- ------- ------- -------- ------- FFO excluding preferred stock redemption charge $7,949 $5,220 $15,108 $9,835 ======= ======= ======== ======= Basic FFO available to common stockholders per share $0.42 $0.29 $0.60 $0.55 ======= ======= ======== ======= Diluted FFO available to common stockholders per share $0.39 $0.29 $0.58 $0.55 ======= ======= ======== ======= Basic FFO excluding preferred stock redemption charge per share $0.42 $0.29 $0.81 $0.55 ======= ======= ======== ======= Diluted FFO excluding preferred stock redemption charge per share $0.39 $0.29 $0.76 $0.55 ======= ======= ======== ======= 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 (unaudited, in thousands, except per share amounts): Three Months Six Months Ended June 30, Ended June 30, --------------- ---------------- 2004 2003 2004 2003 ------- ------- -------- ------- FFO available to common stockholders $7,949 $5,220 $11,079 $9,835 Less: Impairment charges -- -- -- (1,260) ------- ------- -------- ------- FFO available to common stockholders including impairment charges $7,949 $5,220 $11,079 $8,575 Basic FFO available to common stockholders including impairment charges per share $0.42 $0.29 $0.60 $0.48 ------- ------- -------- ------- Diluted FFO available to common stockholders including impairment charges per share $0.39 $0.29 $0.58 $0.48 ======= ======= ======== ======= LTC PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share amounts) June 30, December 31, 2004 2003 --------------- --------------- ASSETS (unaudited) Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 2004 - $78,853; 2003 - $72,597 $364,913 $356,617 Land 26,356 25,024 Properties held for sale, net of accumulated depreciation and amortization: 2004 - $0; 2003 - $779 -- 984 Mortgage loans receivable, net of allowance for doubtful accounts: 2004 and 2003 - $1,280 75,469 71,465 REMIC Certificates 45,159 61,662 --------------- --------------- Real estate investments, net 511,897 515,752 Other Assets: Cash and cash equivalents 2,793 17,919 Debt issue costs, net 1,381 1,496 Interest receivable 3,187 3,809 Prepaid expenses and other assets 4,486 4,495 Notes receivable 19,483 19,172 Marketable debt securities -- 12,281 --------------- --------------- Total Assets $543,227 $574,924 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings $1,500 $-- Mortgage loans payable 116,219 123,314 Bonds payable and capital lease obligations 14,160 14,686 Senior mortgage participation payable 17,835 18,250 Accrued interest 872 952 Accrued expenses and other liabilities 2,798 2,502 Accrued expenses and other liabilities related to properties held for sale -- 12 Liability for Series A 9.5% Preferred Stock redemption - 1,226 shares -- 30,642 Distributions payable 2,763 2,383 --------------- --------------- Total Liabilities 156,147 192,741 Minority interest 11,005 13,401 Stockholders' equity: Preferred stock $0.01 par value: 15,000 shares authorized; shares issued and outstanding: 2004 - 7,405; 2003 - 8,026 173,625 189,163 Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2004 - 19,630; 2003 - 17,807 196 178 Capital in excess of par value 275,670 250,055 Cumulative net income 292,872 274,948 Other 1,094 (638) Cumulative distributions (367,382) (344,924) --------------- --------------- Total Stockholders' Equity 376,075 368,782 --------------- --------------- Total Liabilities and Stockholders' Equity $543,227 $574,924 =============== =============== CONTACT: LTC Properties, Inc. Andre C. Dimitriadis/Wendy L. Simpson, 805-981-8655 -----END PRIVACY-ENHANCED MESSAGE-----