-----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, Sj6lyXnK1Y9BrMiyr9DZ1ed4/TiW27njDDgfrVPuss4BUqN0kKKFvA6IDjXNCBr+ GY/gqpqBKZca72jpl+0M9g== 0001157523-07-010458.txt : 20071031 0001157523-07-010458.hdr.sgml : 20071030 20071031092950 ACCESSION NUMBER: 0001157523-07-010458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071031 DATE AS OF CHANGE: 20071031 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: 071201267 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 a5532907.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: October 31, 2007 (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 (Commission file number) (I.R.S. Employer of incorporation or Identification No) organization) 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 October 31, 2007, LTC Properties, Inc. announced the operating results for the third quarter ended September 30, 2007. 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 October 31, 2007. 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 31, 2007 By: /s/ WENDY L. SIMPSON --------------------- Wendy L. Simpson CEO & President EX-99.1 2 a5532907ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 LTC Announces Operating Results for the Three and Nine Months Ended September 30, 2007 WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Oct. 31, 2007--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and nine months ended September 30, 2007 and announced that net income available to common stockholders for the third quarter of 2007 was $7.2 million or $0.31 per diluted share. For the same period in 2006, net income available to common stockholders was $6.8 million or $0.29 per diluted share. Revenues for the three months ended September 30, 2007 were $18.2 million compared to $18.1 million for the same period last year. For the nine months ended September 30, 2007, net income available to common stockholders was $24.0 million or $1.02 per diluted share. For the same period in 2006, net income available to common stockholders was $53.9 million or $2.18 per diluted share, which included a gain of $32.6 million from the sale of four assisted living properties and a skilled nursing property and discontinued operations related to properties sold of $0.8 million. Net income from continuing operations was $36.5 million or $1.01 per diluted share during the nine months ended September 30, 2007 as compared to $33.5 million or $0.88 per diluted share during the same period last year. Revenues for the nine months ended September 30, 2007, were $56.8 million versus $54.8 million for the same period last year. The Company announced that it had invested $0.9 million in the third quarter of 2007 under agreements to expand and renovate 18 properties operated by eight different operators. The total commitment under these agreements is $12.1 million, of which $8.6 million had been invested as of September 30, 2007. These investments are at an average yield of approximately 10%. Additionally, the Company invested $17.3 million during the quarter ended September 30, 2007 to repurchase a total of 825,956 shares of LTC's common stock. These purchases were made on the open market at an average cost of $20.97 per share pursuant to a 5,000,000 share repurchase program authorized by the Board in June 2007. The Company has scheduled a conference call on Thursday, November 1, 2007, beginning at 10:00 a.m. Pacific time, in order to comment on the Company's performance and operating results for the quarter ended September 30, 2007. The conference call is accessible by dialing 866-800-8649 passcode 62357646. The international number is 617-614-2703. 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 1, 2007 through November 15, 2007. Callers can access the replay by dialing 888-286-8010 or 617-801-6888 and entering conference ID number 18496459. At September 30, 2007, LTC had investments in 106 skilled nursing properties, 94 assisted living properties and two schools in 29 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, ------------------ ------------------- 2007 2006 2007 2006 --------- -------- --------- --------- Revenues: Rental income $14,475 $13,152 $ 43,290 $ 38,536 Interest income from mortgage loans 2,628 3,613 9,882 11,935 Interest and other income 1,143 1,366 3,596 4,317 --------- -------- --------- --------- Total revenues 18,246 18,131 56,768 54,788 --------- -------- --------- --------- Expenses: Interest expense 1,234 1,783 3,717 5,434 Depreciation and amortization 3,618 3,521 10,734 10,388 Legal expenses 94 60 239 230 Operating and other expenses 1,793 2,250 5,320 4,965 --------- -------- --------- --------- Total expenses 6,739 7,614 20,010 21,017 --------- -------- --------- --------- Income before non-operating income and minority interest 11,507 10,517 36,758 33,771 Minority interest (86) (85) (258) (257) --------- -------- --------- --------- Income from continuing operations 11,421 10,432 36,500 33,514 Discontinued operations: Income from discontinued operations -- 59 -- 769 Gain on sale of assets, net -- 619 149 32,557 --------- -------- --------- --------- Net income from discontinued operations -- 678 149 33,326 --------- -------- --------- --------- Net income 11,421 11,110 36,649 66,840 Preferred stock dividends (4,226) (4,301) (12,699) (12,916) --------- -------- --------- --------- Net income available to common stockholders $ 7,195 $ 6,809 $ 23,950 $ 53,924 ========= ======== ========= ========= Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends: Basic $ 0.31 $ 0.26 $ 1.02 $ 0.88 ========= ======== ========= ========= Diluted $ 0.31 $ 0.26 $ 1.01 $ 0.88 ========= ======== ========= ========= Net Income per Common Share from Discontinued Operations: Basic $ -- $ 0.03 $ 0.01 $ 1.43 ========= ======== ========= ========= Diluted $ -- $ 0.03 $ 0.01 $ 1.40 ========= ======== ========= ========= Net Income per Common Share Available to Common Stockholders: Basic $ 0.31 $ 0.29 $ 1.02 $ 2.31 ========= ======== ========= ========= Diluted $ 0.31 $ 0.29 $ 1.02 $ 2.18 ========= ======== ========= ========= Basic weighted average shares outstanding 23,105 23,319 23,370 23,316 ========= ======== ========= ========= 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, ------------------ ------------------ 2007 2006 2007 2006 --------- -------- -------- --------- Net income available to common stockholders $ 7,195 $ 6,809 $23,950 $ 53,924 Add: Real estate depreciation 3,618 3,524 10,734 10,440 Add: Non-cash compensation charges 631 250 1,610 754 Add: IRS settlement -- 950 -- 950 Less (gain)/add loss on sale of assets, net -- (619) (149) (32,557) --------- -------- -------- --------- FFO available to common stockholders 11,444 10,914 36,145 33,511 ========= ======== ======== ========= Less: Non-cash compensation charges (631) (250) (1,610) (754) Less: IRS Settlement -- (950) -- (950) --------- -------- -------- --------- FFO including IRS settlement and non-cash compensation charges $10,813 $ 9,714 $34,535 $ 31,807 ========= ======== ======== ========= Basic FFO available to common stockholders per share $ 0.50 $ 0.47 $ 1.55 $ 1.44 ========= ======== ======== ========= Diluted FFO available to common stockholders per share $ 0.48 $ 0.46 $ 1.51 $ 1.40 ========= ======== ======== ========= Basic FFO including IRS settlement and non-cash compensation charges per share $ 0.47 $ 0.42 $ 1.48 $ 1.36 ========= ======== ======== ========= Diluted FFO including non-cash compensation charges per share $ 0.46 $ 0.41 $ 1.44 $ 1.34 ========= ======== ======== ========= LTC PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except per share amounts) September 30, 2007 December 31, 2006 ------------------ ----------------- ASSETS (unaudited) Real Estate Investments: Buildings and improvements, net of accumulated depreciation and amortization: 2007 -- $112,579; 2006 -- $102,091 $ 345,323 $ 351,148 Land 34,942 35,048 Mortgage loans receivable, net of allowance for doubtful accounts: 2007 -- $835; 2006 -- $1,280 85,665 116,992 ------------------ ----------------- Real estate investments, net 465,930 503,188 Other Assets: Cash and cash equivalents 49,160 29,887 Debt issue costs, net 363 548 Interest receivable 2,349 3,170 Prepaid expenses and other assets 19,446 16,771 Notes receivable 3,387 4,264 Marketable securities 6,463 9,939 ------------------ ----------------- Total Assets $ 547,098 $ 567,767 ================== ================= LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings $ -- $ -- Mortgage loans payable 47,450 48,266 Bonds payable 5,130 5,545 Accrued interest 341 358 Accrued expenses and other liabilities 5,532 6,223 Distributions payable 3,408 3,423 ------------------ ----------------- Total Liabilities 61,861 63,815 Minority interest 3,518 3,518 Stockholders' equity: Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2007 -- 8,805; 2006 -- 8,834 208,636 209,341 Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2007 -- 22,932; 2006 -- 23,569 229 236 Capital in excess of par value 317,343 332,149 Cumulative net income 479,482 442,833 Other 996 1,693 Cumulative distributions (524,967) (485,818) ------------------ ----------------- Total Stockholders' Equity 481,719 500,434 ------------------ ----------------- Total Liabilities and Stockholders' Equity $ 547,098 $ 567,767 ================== ================= CONTACT: LTC Properties, Inc. Andre C. Dimitriadis, Chairman Wendy L. Simpson, CEO & President (805) 981-8655 -----END PRIVACY-ENHANCED MESSAGE-----