-----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, KZ1B5OCye7uvqfkIfj45u4aR+VdufQhVXcHN9GVgs0Ab7lfMGHlMWMS0eQSxhQBR CnIn+Dneq7kkIziRYjhCdw== 0001157523-04-009397.txt : 20041019 0001157523-04-009397.hdr.sgml : 20041019 20041019093031 ACCESSION NUMBER: 0001157523-04-009397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041018 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041019 DATE AS OF CHANGE: 20041019 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: 041084330 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 a4744203.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: October 18, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. -- Results of Operations and Financial Condition On October 18, 2004, LTC Properties, Inc. announced the operating results for the third quarter ended September 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: October 19, 2004 By: /s/ WENDY L. SIMPSON --------------------- Wendy L. Simpson Vice Chairman and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Press Release issued October 18, 2004. EX-99.1 2 a4744203ex991.txt NEWS RELEASE Exhibit 99.1 LTC Announces Operating Results for the Three and Nine Months Ended September 30, 2004 and Declares Fourth Quarter Cash Dividend on Its Common Stock MALIBU, Calif.--(BUSINESS WIRE)--Oct. 18, 2004--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and nine months ended September 30, 2004 and announced that net income available to common stockholders for the third quarter was $4.9 million or $0.24 per diluted share. Included in these results was a loss on sale of assets of $0.1 million. For the same period in 2003, net income available to common stockholders was $2.1 million or $0.12 per diluted share which included a loss on sale of assets of $0.3 million. Revenues for the three months ended September 30, 2004, were $17.1 million versus $15.9 million for the same period last year. For the nine months ended September 30, 2004, net income available to common stockholders was $10.3 million or $0.53 per diluted share. Included in these results was a gain on sale of assets of $0.6 million and a $4.0 million charge taken in the first quarter of 2004 for the final redemption of LTC's Series A and Series B preferred stock. For the same period in 2003, net income available to common stockholders was $4.9 million or $0.27 per diluted share which included an impairment charge of $1.3 million and a $0.3 million gain on sale of assets. Revenues for the nine months ended September 30, 2004 were $50.6 million versus $47.4 million for the same period last year. LTC also announced that it has declared a dividend for the fourth quarter of fiscal 2004 of $0.30 per common share payable on December 31, 2004 to stockholders of record on December 17, 2004. The Company has scheduled a conference call for October 19, 2004 at 9:00 a.m. Pacific time in order to comment on the Company's performance and operating results for the quarter ended September 30, 2004. The conference call is accessible by dialing 800-291-9234 passcode 41359642. The international number is 617-614-3923. 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 2:00 p.m. Pacific time on October 19, 2004 through October 26, 2004. Callers can access the replay by dialing 888-286-8010 or 617-801-6888 and entering conference ID number 43202917. Webcast replays will also be available on our website until November 3, 2004. At September 30, 2004, LTC had investments in 88 skilled nursing facilities, 96 assisted living residences and two schools in 31 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 Nine Months Ended Ended September 30, September 30, ---------------- ----------------- 2004 2003 2004 2003 -------- ------- -------- -------- Revenues: Rental income $11,672 $9,943 $34,767 $29,648 Interest income from mortgage loans and notes receivable 2,135 2,549 6,607 7,545 Interest income from REMIC Certificates 1,795 2,470 6,233 7,807 Interest and other income 1,541 928 2,984 2,441 -------- ------- -------- -------- Total revenues 17,143 15,890 50,591 47,441 -------- ------- -------- -------- Expenses: Interest expense 2,845 4,662 9,515 14,623 Depreciation and amortization 3,243 3,042 9,588 9,165 Impairment charge -- -- -- 1,260 Legal expenses 25 238 134 1,007 Operating and other expenses 1,453 1,397 4,186 4,408 -------- ------- -------- -------- Total expenses 7,566 9,339 23,423 30,463 -------- ------- -------- -------- Income before minority interest 9,577 6,551 27,168 16,978 Minority interest (253) (321) (795) (968) -------- ------- -------- -------- Income from continuing operations 9,324 6,230 26,373 16,010 Discontinued operations: Income (loss) from discontinued operations 74 166 231 (29) (Loss) gain on sale of assets, net (110) (343) 608 336 -------- ------- -------- -------- Net (loss) income from discontinued operations (36) (177) 839 307 -------- ------- -------- -------- Net income 9,288 6,053 27,212 16,317 Preferred stock redemption charge -- -- (4,029) -- Preferred stock dividends (4,393) (3,924) (12,920) (11,441) -------- ------- -------- -------- Net income available to common stockholders $4,895 $2,129 $10,263 $4,876 ======== ======= ======== ======== Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends: Basic $0.25 $0.13 $0.50 $0.25 ======== ======= ======== ======== Diluted $0.24 $0.13 $0.49 $0.25 ======== ======= ======== ======== Net (Loss) Income per Common Share from Discontinued Operations: Basic $-- ($0.01) $0.04 $0.02 ======== ======= ======== ======== Diluted $-- ($0.01) $0.04 $0.02 ======== ======= ======== ======== Net Income per Common Share Available to Common Stockholders: Basic $0.25 $0.12 $0.54 $0.27 ======== ======= ======== ======== Diluted $0.24 $0.12 $0.53 $0.27 ======== ======= ======== ======== Basic weighted average shares outstanding 19,960 17,803 19,041 17,847 ======== ======= ======== ======== 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 Nine Months Ended Ended September 30, September 30, --------------- ----------------- 2004 2003 2004 2003 ------- ------- -------- -------- Net income available to common stockholders $4,895 $2,129 $10,263 $4,876 Add: Real estate depreciation 3,270 3,206 9,699 9,713 Add: Impairment charge -- -- -- 1,260 Less (gain)/add loss on sale of assets, net 110 343 (608) (336) ------- ------- -------- -------- FFO available to common stockholders $8,275 $5,678 $19,354 $15,513 ======= ======= ======== ======== Add: Preferred stock redemption charge -- -- 4,029 -- ------- ------- -------- -------- FFO excluding preferred stock redemption charge $8,275 $5,678 $23,383 $15,513 ======= ======= ======== ======== Basic FFO available to common stockholders per share $0.42 $0.32 $1.02 $0.87 ======= ======= ======== ======== Diluted FFO available to common stockholders per share $0.39 $0.32 $0.97 $0.86 ======= ======= ======== ======== Basic FFO excluding preferred stock redemption charge per share $0.42 $0.32 $1.23 $0.87 ======= ======= ======== ======== Diluted FFO excluding preferred stock redemption charge per share $0.39 $0.32 $1.15 $0.86 ======= ======= ======== ======== 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 Nine Months Ended Ended September 30, September 30, --------------- ----------------- 2004 2003 2004 2003 ------- ------- -------- -------- FFO available to common stockholders $8,275 $5,678 $19,354 $15,513 Less: Impairment charges -- -- -- (1,260) ------- ------- -------- -------- FFO available to common stockholders including impairment charges $8,275 $5,678 $19,354 $14,253 ======= ======= ======== ======== Basic FFO available to common stockholders including impairment charges per share $0.42 $0.32 $1.02 $0.80 ------- ------- -------- -------- Diluted FFO available to common stockholders including impairment charges per share $0.39 $0.32 $0.97 $0.79 ======= ======= ======== ======== LTC PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share amounts) September 30, December 31, 2004 2003 ------------- ------------ ASSETS (unaudited) Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 2004 - $80,226; 2003 - $70,895 $357,843 $352,461 Land 26,156 24,824 Properties held for sale, net of accumulated depreciation and amortization: 2004 - $0; 2003 - $2,481 -- 5,340 Mortgage loans receivable, net of allowance for doubtful accounts: 2004 and 2003 - $1,280 76,754 71,465 REMIC Certificates 43,879 61,662 ----------- --------- Real estate investments, net 504,632 515,752 Other Assets: Cash and cash equivalents 44,897 17,919 Debt issue costs, net 1,276 1,496 Interest receivable 3,030 3,809 Prepaid expenses and other assets 4,844 4,495 Notes receivable 15,914 19,172 Marketable debt securities -- 12,281 ----------- --------- Total Assets $574,593 $574,924 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings $-- $-- Mortgage loans payable 87,947 123,314 Bonds payable and capital lease obligations 14,064 12,191 Senior mortgage participation payable 17,618 18,250 Accrued interest 728 943 Accrued expenses and other liabilities 3,405 2,478 Accrued expenses and other liabilities related to properties held for sale -- 2,540 Liability for Series A 9.5% Preferred Stock redemption - 1,226 shares -- 30,642 Distributions payable 3,312 2,383 ----------- --------- Total Liabilities 127,074 192,741 Minority interest 10,293 13,401 Stockholders' equity: Preferred stock $0.01 par value: 15,000 shares authorized; shares issued and outstanding: 2004 - 9,674; 2003 - 8,026 230,358 189,163 Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2004 - 20,428; 2003 - 17,807 204 178 Capital in excess of par value 281,082 250,055 Cumulative net income 302,160 274,948 Other 1,324 (638) Cumulative distributions (377,902) (344,924) ----------- --------- Total Stockholders' Equity 437,226 368,782 ----------- --------- Total Liabilities and Stockholders' Equity $574,593 $574,924 =========== ========= CONTACT: LTC Properties, Inc. Andre C. Dimitriadis, Chairman & CEO Wendy L. Simpson, Vice Chairman & CFO 805-981-8655 -----END PRIVACY-ENHANCED MESSAGE-----