-----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, Q3zeLcivH8aLxM3Ye1Jf9TBhC8GH56/gpOgCYb4J6HqrkxNE8ySCliZKUmak46r6 o2VkXrns3qnbGObHgtCaVQ== 0001157523-06-010758.txt : 20061102 0001157523-06-010758.hdr.sgml : 20061102 20061102150033 ACCESSION NUMBER: 0001157523-06-010758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 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: 061182326 BUSINESS ADDRESS: STREET 1: 31365 OAK CREST DRIVE STREET 2: SUITE 200 CITY: WESTLAKE VILLIAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 805-981-8655 MAIL ADDRESS: STREET 1: 31365 OAK CREST DRIVE STREET 2: SUITE 200 CITY: WESTLAKE VILLIAGE STATE: CA ZIP: 91361 8-K 1 a5263972.txt LTC PROPERTIES, INC. 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: November 2, 2006 (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) 31365 Oak Crest Drive, Suite 200 Westlake Village, CA 91361 (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 November 2, 2006, LTC Properties, Inc. announced the operating results for the third quarter ended September 30, 2006. 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. Item 9.01. -- Financial Statements and Exhibits (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information None. (d) Exhibits. 99.1 Press Release issued November 2, 2006. 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: November 2, 2006 By: /s/ Wendy Simpson -------------------------------- Wendy L. Simpson President, COO, CFO and Treasurer EX-99.1 2 a5263972ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 LTC Announces Operating Results for the Three and Nine Months Ended September 30, 2006 WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Nov. 2, 2006--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and nine months ended September 30, 2006 and announced that net income available to common stockholders for the third quarter was $6.8 million or $0.29 per diluted share. For the same period in 2005, net income available to common stockholders was $5.9 million or $0.26 per diluted share. Revenues for the three months ended September 30, 2006, were $18.1 million versus $17.0 million for the same period last year. The Company announced that during the third quarter of 2006, it purchased two skilled nursing properties with a total of 223 beds for $10.5 million. These properties are leased to a third party under a 10-year master lease, with two five-year renewal options. The initial annual rent is approximately $1.3 million, a 12% current yield, and increases annually based upon the Consumer Price Index with a maximum annual increase of 2.5%. Additionally, the Company announced that it had invested $1.6 million in the third quarter of 2006 under agreements to expand and renovate nine properties operated by six different operators. The total commitment under these agreements is $6.2 million, of which $2.7 million had been invested as of September 30, 2006. These investments are at an average yield of approximately 10%. The Company also stated that during the third quarter of 2006, it sold a 174-bed skilled nursing property for $3.4 million resulting in a gain on sale of $0.6 million. The Company also announced that for the nine months ended September 30, 2006, net income available to common stockholders was $53.9 million or $2.18 per diluted share. For the same period in 2005, net income available to common stockholders was $28.9 million or $1.28 per diluted share. Results for the nine months ended September 30, 2006 included a gain of $32.6 million from a sale of four assisted living properties with a total of 431 units located in four states and one 174-bed skilled nursing property and income from discontinued operations related to these properties of $0.8 million. Results for the same period in 2005 included income from discontinued operations of $2.7 million, a loss on sale of $0.8 million and $11.7 million additional net income from past due rents and interest income, expense reimbursement, and income from the realization value on a note receivable net of advisory expenses and bonus accrual. Revenues for the nine months ended September 30, 2006, were $54.8 million versus $48.4 million for the same period last year excluding the one time effects of the note payoff described above. The Company has scheduled a conference call for November 3, 2006, at 8:00 a.m. Pacific time in order to comment on the Company's performance and operating results for the quarter ended September 30, 2006. The conference call is accessible by dialing 866-383-8009 passcode 36485954. The international number is 617-597-5342. 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 November 3, 2006 through November 18, 2006. Callers can access the replay by dialing 888-286-8010 or 617-801-6888 and entering conference ID number 64263492. At September 30, 2006, LTC had investments in 121 skilled nursing properties, 94 assisted living properties and two schools in 32 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 (Unaudited, amounts in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 2006 2005 2006 2005 -------- -------- -------- -------- Revenues: Rental income $13,152 $11,740 $38,536 $37,398 Interest income from mortgage loans and notes receivable 3,613 3,879 11,935 9,791 Interest income from REMIC Certificates -- 797 -- 3,480 Interest and other income 1,366 550 4,317 3,713 -------- -------- -------- -------- Total revenues 18,131 16,966 54,788 54,382 -------- -------- -------- -------- Expenses: Interest expense 1,783 2,118 5,434 6,428 Depreciation and amortization 3,521 3,275 10,388 9,351 Legal expenses 60 39 230 175 Operating and other expenses 2,250 1,236 4,965 4,349 -------- -------- -------- -------- Total expenses 7,614 6,668 21,017 20,303 -------- -------- -------- -------- Income before non-operating income and minority interest 10,517 10,298 33,771 34,079 Non-operating income -- -- -- 6,217 Minority interest (85) (85) (257) (257) -------- -------- -------- -------- Income from continuing operations 10,432 10,213 33,514 40,039 Discontinued operations: Income from discontinued operations 59 887 769 2,669 Gain (loss) on sale of assets, net 619 (843) 32,557 (813) -------- -------- -------- -------- Net income from discontinued operations 678 44 33,326 1,856 -------- -------- -------- -------- Net income 11,110 10,257 66,840 41,895 Preferred stock dividends (4,301) (4,330) (12,916) (13,018) -------- -------- -------- -------- Net income available to common stockholders $6,809 $5,927 $53,924 $28,877 ======== ======== ======== ======== Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends: Basic $0.26 $0.26 $0.88 $1.23 ======== ======== ======== ======== Diluted $0.26 $0.26 $0.88 $1.21 ======== ======== ======== ======== Net Income per Common Share from Discontinued Operations: Basic $0.03 -- $1.43 $0.08 ======== ======== ======== ======== Diluted $0.03 -- $1.40 $0.08 ======== ======== ======== ======== Net Income per Common Share Available to Common Stockholders: Basic $0.29 $0.26 $2.31 $1.31 ======== ======== ======== ======== Diluted $0.29 $0.26 $2.18 $1.28 ======== ======== ======== ======== Basic weighted average shares outstanding 23,319 22,951 23,316 22,024 ======== ======== ======== ======== 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 Ended Nine Months Ended September 30, September 30, ------------------- -------------------- 2006 2005 2006 2005 ---------- -------- -------- ----------- Net income available to common stockholders $6,809 $5,927 $53,924 $28,877 Add: Real estate depreciation 3,524 3,513 10,440 10,083 Add: Non-cash compensation charges 250 150 754 397 Add: IRS settlement 950 -- 950 -- Less (gain)/add loss on sale of assets, net (619) 843 (32,557) 813 ---------- -------- -------- -------- FFO available to common stockholders $10,914 $10,433 $33,511 $40,170 ========== ======== ======== ======== Less: IRS settlement (950) -- (950) -- Less: Non-cash compensation charges (250) (150) (754) (397) ---------- -------- -------- -------- FFO including IRS settlement and non-cash compensation charges $9,714 $10,283 $31,807 $39,773 ========== ======== ======== ======== Basic FFO available to common stockholders per share $0.47 $0.45 $1.44 $1.82 ========== ======== ======== ======== Diluted FFO available to common stockholders per share $0.46 $0.44 $1.40 $1.73 (1) ========== ======== ======== ======== Basic FFO including IRS settlement and non-cash compensation charges per share $0.42 $0.45 $1.36 $1.81 ========== ======== ======== ======== Diluted FFO including IRS settlement and non-cash compensation charges per share $0.41 $0.44 $1.34 $1.72 (1) ========== ======== ======== ======== (1) Includes $0.47 of diluted FFO resulting from $11.7 million additional net income from past due rents and interest income, expense reimbursement, and income from realization value on a note receivable net of $2.3 million of advisory expenses and bonus accrual. Excluding the one time effects of these items, diluted FFO available to common stockholders per share for the nine months ended September 30, 2005 would have been $1.26 and diluted FFO including non-cash compensation charges per share would have been $1.25. LTC PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share amounts) September 30, December 31, 2006 2005 ------------- ------------ ASSETS (unaudited) Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 2006 -- $98,672; 2005 -- $88,652 $351,740 $342,664 Land 35,048 32,956 Properties held for sale, net of accumulated depreciation and Amortization: 2006 -- $0; 2005 -- $7,119 -- 29,332 Mortgage loans receivable, net of allowance for doubtful accounts: 2006 -- $1,280; 2005 -- $1,280 118,243 148,052 ------------- ------------ Real estate investments, net 505,031 553,004 Other Assets: Cash and cash equivalents 45,954 3,569 Debt issue costs, net 749 1,268 Interest receivable 3,048 3,436 Prepaid expenses and other assets 6,424 5,130 Notes receivable 7,570 8,931 Marketable securities 11,637 9,933 ------------- ------------ Total Assets $580,413 $585,271 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings $-- $16,000 Mortgage loans payable 57,860 58,891 Bonds payable and capital lease obligations 5,545 5,935 Senior mortgage participation payable 2,409 11,535 Accrued interest 426 524 Accrued expenses and other liabilities 5,954 8,427 Liabilities related to properties held for sale -- 3,852 Distributions payable 3,483 11,890 ------------- ------------ Total Liabilities 75,677 117,054 Minority interest 3,518 3,524 Stockholders' equity: Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2006 -- 8,946; 2005 -- 8,993 212,161 213,317 Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2006 -- 23,330; 2005 -- 23,276 233 233 Capital in excess of par value 328,914 331,415 Cumulative net income 430,885 364,045 Other 2,119 (941) Cumulative distributions (473,094) (443,376) ------------- ------------ Total Stockholders' Equity 501,218 464,693 ------------- ------------ Total Liabilities and Stockholders' Equity $580,413 $585,271 ============= ============ CONTACT: Andre C. Dimitriadis, Chairman & CEO Wendy L. Simpson, President, COO & CFO 805-981-8655 -----END PRIVACY-ENHANCED MESSAGE-----