-----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, Cj89/aw7GfGfqLF0Mh8OPZzl8Vaj9Jl3+mLIMvlzdLu7Nkxe2x2odrNMQnJB3jSp Nu9O64+Sa66WzvzZI/4AcA== 0001157523-09-005669.txt : 20090805 0001157523-09-005669.hdr.sgml : 20090805 20090805163057 ACCESSION NUMBER: 0001157523-09-005669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090805 DATE AS OF CHANGE: 20090805 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: 09988586 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 a6021359.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: August 5, 2009
(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 (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 August 5, 2009, LTC Properties, Inc. announced the operating results for the three and six months ended June 30, 2009.  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 August 5, 2009.




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:

August 5, 2009 By:

/s/  WENDY L. SIMPSON

Wendy L. Simpson

CEO & President

EX-99.1 2 a6021359_ex991.htm EXHIBIT 99.1

Exhibit 99.1

LTC Announces Second Quarter Operating Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--August 5, 2009--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and six months ended June 30, 2009 and announced that net income allocable to common stockholders for the second quarter was $6.8 million or $0.30 per diluted share. For the same period in 2008, net income allocable to common stockholders was $7.5 million or $0.33 per diluted share. Revenues for the three months ended June 30, 2009, were $17.4 million versus $17.9 million for the same period last year.

The Company announced that it had paid $15.8 million related to the repayment of two mortgage loans secured by 10 assisted living properties in the second quarter of 2009. The retired debt bore a weighted average interest rate of 8.81%. Also, the Company invested $0.8 million in the second quarter of 2009 under agreements to expand and renovate five properties operated by four different operators. These investments are at an average yield of 10.4%. The total commitment remaining under these agreements is $2.5 million as of June 30, 2009.

For the six months ended June 30, 2009, net income allocable to common stockholders was $14.8 million or $0.64 per diluted share which includes $0.6 million related to the repurchase of 109,484 share of preferred stock and $0.2 million related to the prepayment of a mortgage loan. For the same period in 2008, net income allocable to common stockholders was $15.7 million or $0.69 per diluted share which includes $1.0 million related to the repurchase of 636,300 share of preferred stock. Revenues for the six months ended June 30, 2009, were $35.1 million versus $35.7 million for the same period last year.

The Company will conduct a conference call on Thursday, August 6, 2009, at 10:00 a.m. Pacific time, in order to comment on the Company’s performance and operating results for the quarter ended June 30, 2009. The conference call is accessible by dialing 888-241-0558. The international number is 647-427-3417. The earnings release will be available on our website. An audio replay of the conference call will be available from August 6, 2009 through August 20, 2009. Callers can access the replay by dialing 888-562-2825 or 402-220-7740 and entering encore passcode number 18957585.

At June 30, 2009, LTC had investments in 100 skilled nursing properties, 101 assisted living properties and two schools 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 Ended

June 30,

Six Months Ended

June 30,

2009   2008 2009   2008
Revenues:
Rental income $ 14,951 $ 14,625 $ 29,981 $ 29,259
Interest income from mortgage loans 2,106 2,577 4,477 5,235
Interest and other income   328     649     643     1,204  
Total revenues   17,385     17,851     35,101     35,698  
 
Expenses:
Interest expense 814 1,085 1,706 2,261
Depreciation and amortization 3,694 3,730 7,395 7,422
Provisions for doubtful accounts 219 (10 ) 371 (10 )
Operating and other expenses   1,918     1,592     3,651     3,428  
Total expenses   6,645     6,397     13,123     13,101  
 
Income from continuing operations 10,740 11,454 21,978 22,597
 
Discontinued operations:
Gain on sale of assets, net               92  
Net income from discontinued operations               92  
Net income 10,740 11,454 21,978 22,689
Income allocated to noncontrolling interests   (76 )   (77 )   (153 )   (154 )
Net income attributable to LTC Properties, Inc.   10,664     11,377     21,825     22,535  
 
Income allocated to participating securities (35 ) (39 ) (71 ) (88 )
Income allocated to preferred stockholders   (3,786 )   (3,847 )   (6,945 )   (6,716 )
Net income available to common stockholders $ 6,843   $ 7,491   $ 14,809   $ 15,731  
 
Basic earnings per common share:
Continuing operations $ 0.30 $ 0.33 $ 0.64 $ 0.68
Discontinued operations $ 0.00   $ 0.00   $ 0.00   $ 0.00  
Net income allocable to common stockholders $ 0.30   $ 0.33   $ 0.64   $ 0.69  
 
Diluted earnings per common share:
Continuing operations $ 0.30 $ 0.33 $ 0.64 $ 0.68
Discontinued operations $ 0.00   $ 0.00   $ 0.00   $ 0.00  
Net income allocable to common stockholders $ 0.30   $ 0.33   $ 0.64   $ 0.69  
 
Weighted average shares used to calculate earnings per common share:
Basic   23,081     22,969     23,070     22,916  
Diluted   23,163     23,099     23,151     23,058  
 

NOTE: 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 allocable to common stockholders. 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.

 

   

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 allocable 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 allocable to common stockholders determined in accordance with accounting principles generally accepted in the United States.

 

The following table reconciles net income allocable to common stockholders to funds from operations allocable to common stockholders (unaudited, amounts in thousands, except per share amounts):

         

Three Months Ended

June 30,

Six Months Ended

June 30,

2009   2008 2009   2008
 
Net income allocable to common stockholders $ 6,843 $ 7,491 $ 14,809 $ 15,731
Add: Real estate depreciation 3,694 3,730 7,395 7,422
Add: Non-cash compensation charges 351 306 665 617
Add: Loss/less (gain) on sale of assets, net               (92 )
FFO allocable to common stockholders $ 10,888 $ 11,527 $ 22,869 $ 23,678
 
Less: Non-cash compensation charges   (351 )   (306 )   (665 )   (617 )
FFO including non-cash compensation charges $ 10,537   $ 11,221   $ 22,204   $ 23,061  
                 
 
Basic FFO allocable to common stockholders per share $ 0.47   $ 0.50   $ 0.99   $ 1.03  
Diluted FFO allocable to common stockholders per share $ 0.47   $ 0.49   $ 0.98   $ 1.01  
 
Diluted FFO allocable to common stockholders   23,081     22,969     23,070     22,916  
Weighted average shares used to calculate diluted FFO per share allocable to common stockholders   25,343     25,279     25,331     25,238  
 
Basic FFO including non-cash compensation charges per share $ 0.46   $ 0.49   $ 0.96   $ 1.01  
Diluted FFO including non-cash compensation charges per share $ 0.45   $ 0.48   $ 0.95   $ 0.99  
 
Diluted FFO including non-cash compensation charges   23,081     22,969     23,070     22,916  
Weighted average shares used to calculate diluted FFO per share including non-cash compensation charges   25,343     25,279     25,331     25,238  
 

   

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 
June 30, 2009 December 31, 2008
ASSETS (unaudited) (audited)
Real Estate Investments:

Buildings and improvements, net of accumulated depreciation and amortization: 2009 — $137,808; 2008 — $130,475

$ 331,575 $ 337,171
Land 34,971 34,971

Mortgage loans receivable, net of allowance for doubtful accounts: 2009 — $740; 2008 — $760

  73,546     77,541  
Real estate investments, net 440,092 449,683
Other Assets:
Cash and cash equivalents 14,108 21,118
Debt issue costs, net 599 831
Interest receivable 1,972 2,010

Straight-line rent receivable, net of allowance for doubtful accounts: 2009 — $530; 2008 — $140

15,719 13,900
Prepaid expenses and other assets 8,577 9,148
Notes receivable 2,703 2,895

Marketable securities

  6,470     6,468  
Total Assets $ 490,240   $ 506,053  
 
LIABILITIES AND EQUITY
Bank borrowings $ 5,500 $
Mortgage loans payable 15,871 32,063
Bonds payable 4,225 4,690
Accrued interest 134 251
Accrued expenses and other liabilities 5,983 5,015
Distributions payable   2,967     3,022  
Total Liabilities 34,680 45,041
 
Stockholders' equity:

Preferred stock $0.01 par value; 15,000 shares authorized; shares issued and outstanding: 2009 — 7,932; 2008 — 8,042

186,801 189,560

Common stock: $0.01 par value; 45,000 shares authorized; shares issued and outstanding: 2009 — 23,177; 2008 — 23,136

232 231
Capital in excess of par value 322,761 321,979
Cumulative net income 555,390 533,565
Other 446 735
Cumulative distributions   (613,204 )   (588,192 )
Total LTC Properties, Inc. Stockholders' Equity 452,426 457,878
 
Noncontrolling interests 3,134 3,134
   
Total Equity 455,560 461,012
   
Total Liabilities and Equity $ 490,240   $ 506,053  
 

         

LTC PROPERTIES, INC.

SUPPLEMENTAL INFORMATION

(Unaudited, dollar amounts in thousands)

 

Non-Cash Revenue Components

2Q09

3Q09(1)

4Q09(1) 1Q10(1) 2Q10(1)
Straight-line rent $ 1,057 $ 1,005 $ 904 $ 696 $ 620
Amort. Lease break fee   (164 )   (164 )   (164 )   (164 )   (164 )
Net $ 893   $ 841   $ 740   $ 532   $ 456  
 

(1) Projections based on current in-place leases and do not assume any increase in straight-line rent from acquisitions.

 
         

Maturities

                       
2009 2010 2011 2012 2013
Lease Maturities

1 lease on

1 property

3 leases on

3 properties

2 leases on

2 properties

 
Mortgage Loan Receivable Maturities (1) $ 7,544 $ 646 $ 7,455 $ 2,221 $ 16,209
 
Debt Maturities (1) $ 8,048

(2)

$ 7,581

(3)

 

(1) Represents principal amount due at maturity.

(2) $8,048 at 8.4% fixed, prepayable July 1.  Subsequent to June 30, 2008, this loan was paid off.

(3) 8.7% fixed prepayable May 1.

 

Note: At June 30, 2009, the Company had a floating rate debt balance of $4,225 at an all-in floating rate of 1.3%. This debt amortizes to $720 which is due in 2015 and is redeemable at anytime.

 
             

Portfolio Snapshot

Six months ended

6/30/09

% of

Revenues (3)

Number of

Properties

Number

of

Beds/

Units (1)

Investment

per

Bed/Unit

Type of

Property

Gross

Investments

% of

Investments

Rental

Income

 

Interest

Income (2)

Assisted Living Properties $ 282,132 48.8 % $ 15,021 $ 1,547 48.1 % 101 4,598 $ 61.36
Skilled Nursing Properties 283,488 49.0 % 14,371 2,777 49.8 % 100 11,587 $ 24.47
Schools   13,020 2.2 %   589   153 2.1 % 2 N/A N/A
Totals $ 578,640 100.0 % $ 29,981 $ 4,477 100.0 % 203 16,185
 

(1) See the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, Item 1. Business General – Owned Properties for discussion of bed/unit count.

(2) Includes Interest Income from Mortgage Loans.

(3) Includes Rental Income and Interest Income from Mortgage Loans.

 

 

LTC PROPERTIES, INC.

SUPPLEMENTAL INFORMATION

(Unaudited, dollar amounts in thousands)

 

Balance Sheet Metrics

Three Months Ended
6/30/09     3/31/09     12/31/08     9/30/08     6/30/08
       
Debt to book capitalization ratio 5.3 %

(1)

7.3 % 7.4 % 7.4 % 7.4 %
Debt & Preferred Stock to book capitalization ratio 44.1 %

(1)

45.2 % 45.5 % 45.3 % 45.2 %
 
Debt to market capitalization ratio 3.8 %

(1)

5.9 %

(4)

5.4 %

(4)

4.2 %

(6)

4.6 %

Debt & Preferred Stock to market capitalization ratio

29.5 %

(1)

32.8 %

(4)

30.1 %

(4)

23.0 %

(6)

26.8 %
 
Interest coverage ratio 18.7x

(2)

17.7x

(3)

15.4x

(5)

17.1x

(2)

15.0x
Fixed charge coverage ratio 3.3x 3.4x 3.1x 3.2x 3.3x
 

(1) Decrease primarily due to the repayment of $15.8 million on two mortgage loans secured by 10 assisted living properties located in various states.

(2) Increase primarily due to decrease in interest expense relating to the repayment of debt.

(3) Increase primarily due to increases in rental income resulting from lease restructuring and one-time interest income resulting from the prepayment of a mortgage loan.

(4) Increase primarily due to the decrease in market capitalization.

(5) Decrease is due primarily to non-payment of rental income and mortgage interest income from affiliates of Sunwest Management, Inc., loan pay-offs and lower invested cash balances at lower interest rates, partially offset by lower interest expense due to debt paid off in 2008. Additionally in the fourth quarter of 2008, we incurred $0.6 million of one-time charges related primarily to lease/loan defaults and terminated transactions.

(6) Decrease primarily due to increase in market capitalization.

 

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

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