-----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, VYT13KVWV/ncgUyAYtB5ZqbrKL1VUa3+V14L5EHZsg4mPc3+hLyw8tp6DJKap4Dh 33PAU7XD4hJ2hRx9BcteJQ== 0001157523-08-001559.txt : 20080220 0001157523-08-001559.hdr.sgml : 20080220 20080220093030 ACCESSION NUMBER: 0001157523-08-001559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 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: 08628463 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 a5614146.htm LTC PROPERTIES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 20, 2008
(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

incorporation or organization)

 

(Commission

file number)

(I.R.S. Employer

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:

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 February 20, 2008, LTC Properties, Inc. announced the operating results for the three and twelve months ended December 31, 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 February 20, 2008.

SIGNATURE

Pursuant to the requirements 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 20, 2008 By:

/s/  WENDY L. SIMPSON

Wendy L. Simpson

CEO & President

EX-99.1 2 a5614146ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

LTC Announces Operating Results for the Three and Twelve Months Ended December 31, 2007

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and twelve months ended December 31, 2007 and announced that net income available to common stockholders for the fourth quarter was $6.9 million or $0.30 per diluted share. For the same period in 2006, net income available to common stockholders was $7.7 million or $0.33 per diluted share. Revenues for the three months ended December 31, 2007, were $18.0 million versus $18.4 million for the same period last year.

The Company also announced that for the twelve months ended December 31, 2007, net income available to common stockholders was $30.8 million or $1.32 per diluted share. For the same period in 2006, net income available to common stockholders was $61.6 million or $2.51 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 $0.7 million. Net income from continuing operations was $47.7 million or $1.32 per diluted share for the twelve months ended December 31, 2007 as compared to $45.5 million or $1.21 per diluted share during the same period last year. Revenues for the twelve months ended December 31, 2007, were $74.8 million versus $73.2 million for the same period last year.

The Company announced that during the fourth quarter of 2007 it originated two mortgage loans with the same borrower on two skilled nursing properties in Texas. One loan in the amount of $4.0 million is secured by a first trust deed on a property with 230 licensed beds of which 172 beds are Medicaid licensed. The other loan in the amount of $2.2 million is secured by a first trust deed on a property with 117 licensed beds of which 114 are Medicaid licensed. Both loans have an initial interest rate of 9.75%, increasing 0.15% annually, with a 20-year amortization and mature in 10 years. Additionally, in the fourth quarter of 2007 the Company invested $0.5 million, at an average yield of approximately 10%, under agreements to expand and renovate four properties operated by four different operators. As of December 31, 2007, the total commitment remaining under these agreements was $2.4 million. The Company also invested $1.4 million during the quarter ended December 31, 2007 to repurchase a total of 67,123 shares of LTC’s common stock. These purchases were made on the open market at an average cost of $21.58 per share.

The Company has scheduled a conference call for Thursday, February 21, 2008, at 10:00 a.m. Pacific time, in order to comment on the Company’s performance and operating results for the quarter ended December 31, 2007. The conference call is accessible by dialing 800-659-2037 passcode 32428620. The international number is 617-614-2713. 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 February 21, 2008 through March 6, 2008. Callers can access the replay by dialing 888-286-8010 or 617-801-6888 and entering conference ID number 91111597.


At December 31, 2007, LTC had investments in 108 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

(Amounts in thousands, except per share amounts)

 
Three Months Ended
December 31,
  Twelve Months Ended
December 31,
  2007       2006     2007       2006  
Revenues:
Rental income $ 14,551 $ 13,783 $ 57,841 $ 52,342
Interest income from mortgage loans 2,620 3,509 12,502 15,444
Interest and other income   851     1,060     4,447     5,377  
Total revenues   18,022     18,352     74,790     73,163  
 
Expenses:
Interest expense 1,240 1,594 4,957 7,028
Depreciation and amortization 3,610 3,492 14,305 13,841
Legal expenses 21 6 260 236
Operating and other expenses   1,909     1,731     7,229     6,696  
Total expenses   6,780     6,823     26,751     27,801  
Income before non-operating income and minority interest 11,242 11,529 48,039 45,362
Non-operating income 517 517
Minority interest   (85 )   (86 )   (343 )   (343 )
Income from continuing operations 11,157 11,960 47,696 45,536
Discontinued operations:
(Loss) income from discontinued operations (8 ) (12 ) (47 ) 695
(Loss) gain on sale of assets, net   (43 )       106     32,557  
Net (loss) income from discontinued operations   (51 )   (12 )   59     33,252  
Net income 11,106 11,948 47,755 78,788
Preferred stock dividends   (4,224 )   (4,241 )   (16,923 )   (17,157 )
Net income available to common stockholders $ 6,882   $ 7,707   $ 30,832   $ 61,631  
 
Net Income per Common Share from Continuing Operations net of Preferred Stock Dividends:
Basic $ 0.30   $ 0.33   $ 1.33   $ 1.22  
Diluted $ 0.30   $ 0.33   $ 1.32   $ 1.21  
Net Income per Common Share from Discontinued Operations:
Basic $ 0.00   $ 0.00   $ 0.00   $ 1.42  
Diluted $ 0.00   $ 0.00   $ 0.00   $ 1.41  
Net Income per Common Share Available to Common Stockholders:
Basic $ 0.30   $ 0.33   $ 1.33   $ 2.64  
Diluted $ 0.30   $ 0.33   $ 1.32   $ 2.51  
 
Basic weighted average shares outstanding   22,754     23,515     23,215     23,366  

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 (amounts in thousands, except per share amounts):

Three Months Ended
December 31,
  Twelve Months Ended
December 31,
  2007       2006     2007       2006  
 
Net income available to common stockholders $ 6,882 $ 7,707 $ 30,832 $ 61,631
Add: Real estate depreciation 3,618 3,504 14,352 13,944
Add: Non-cash compensation charges 631 248 2,242 1,002
Add: IRS settlement 950
Less (gain)/add loss on sale of assets, net   43         (106 )   (32,557 )
FFO available to common stockholders $ 11,174   $ 11,459   $ 47,320   $ 44,970  
 
Less: Non-cash compensation charges (631 ) (248 ) (2,242 ) (1,002 )
Less: IRS Settlement               (950 )
FFO including IRS settlement and non-cash compensation charges $ 10,543   $ 11,211   $ 45,078   $ 43,018  
 
Basic FFO available to common stockholders per share $ 0.49   $ 0.49   $ 2.04   $ 1.93  
Diluted FFO available to common stockholders per share $ 0.48   $ 0.48   $ 1.99   $ 1.88  
 
Basic FFO including IRS settlement and non-cash compensation charges per share $ 0.46   $ 0.48   $ 1.94   $ 1.84  
Diluted FFO including non-cash compensation charges per share $ 0.46   $ 0.47   $ 1.90   $ 1.80  

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share amounts)

 
December 31, 2007   December 31, 2006
ASSETS
Real Estate Investments:
Buildings and improvements, net of accumulated depreciation and
amortization: 2007 — $115,766; 2006 — $101,783
$ 342,222 $ 350,415
Land 34,892 34,998
Properties held for sale, net of accumulated depreciation and
amortization: 2007 — $0; 2006 — $308
783
Mortgage loans receivable, net of allowance for doubtful
accounts: 2007 — $890; 2006 — $1,280
  91,278     116,992  
Real estate investments, net 468,392 503,188
Other Assets:
Cash and cash equivalents 42,631 29,887
Debt issue costs, net 326 548
Interest receivable 2,553 3,170
Prepaid expenses and other assets 20,447 16,771
Notes receivable 3,292 4,264
Marketable securities   6,464     9,939  
Total Assets $ 544,105   $ 567,767  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank borrowings $ $
Mortgage loans payable 47,165 48,266
Bonds payable 5,130 5,545
Accrued interest 349 358
Accrued expenses and other liabilities 5,381 6,205
Liabilities related to properties held for sale 18
Distributions payable   3,406     3,423  
Total Liabilities 61,431 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 — 8,802; 2006 — 8,834 208,553 209,341
Common stock: $0.01 par value; 45,000 shares authorized;
shares issued and outstanding: 2007 — 22,872; 2006 — 23,569
229 236
Capital in excess of par value 316,609 332,149
Cumulative net income 490,588 442,833
Other 956 1,693
Cumulative distributions   (537,779 )   (485,818 )
Total Stockholders' Equity   479,156     500,434  
Total Liabilities and Stockholders' Equity $ 544,105   $ 567,767  

CONTACT:
LTC Properties, Inc.
Wendy L. Simpson, CEO & President
Pam Kessler, SVP & CFO
805-981-8655

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