-----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, RJy7qys2LYQBPzU6u7N2PFeYGYeRb6JLSm9wRunCsXK61H+f5YbRPQQ5j1FQ5uU7 k1jvHEDXFADV844AZzZ7TQ== 0001157523-10-001178.txt : 20100224 0001157523-10-001178.hdr.sgml : 20100224 20100224170039 ACCESSION NUMBER: 0001157523-10-001178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100224 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100224 DATE AS OF CHANGE: 20100224 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: 10630421 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 a6186997.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 24, 2010
(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 February 24, 2010, LTC Properties, Inc. announced the operating results for the three and twelve months ended December 31, 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 February 24, 2010.




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:

February 24, 2010 By:

/s/  WENDY L. SIMPSON

Wendy L. Simpson

CEO & President

EX-99.1 2 a6186997ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

LTC Announces Fourth Quarter Operating Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--February 24, 2010--LTC Properties, Inc. (NYSE:LTC) released results of operations for the three and twelve months ended December 31, 2009 and announced that net income allocable to common stockholders for the fourth quarter was $7.2 million or $0.31 per diluted share. For the same period in 2008, net income allocable to common stockholders was $5.9 million or $0.26 per diluted share. Revenues for the three months ended December 31, 2009, were $17.5 million versus $16.7 million for the same period last year.

For the twelve months ended December 31, 2009, net income allocable to common stockholders was $29.4 million or $1.27 per diluted share which includes $0.6 million related to the repurchase of 109,484 shares 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 $28.4 million or $1.24 per diluted share which includes $1.0 million related to the repurchase of 636,300 shares of preferred stock. Revenues for the twelve months ended December 31, 2009, were $69.9 million versus $69.4 million for the same period last year.

The Company will conduct a conference call on Thursday February 25, 2010, 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, 2009. The conference call is accessible by dialing 877-485-3104. The international number is 201-689-8579. The earnings release will be available on the Company’s website. An audio replay of the conference call will be available from February 25, 2010 through March 11, 2010. Callers can access the replay by dialing 877-660-6853 or 201-612-7415 and entering account number 356 and replay identification number 343430.

At December 31, 2009, LTC had investments in 98 skilled nursing properties, 104 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 Twelve Months Ended
December 31, December 31,
  2009         2008     2009         2008  
(unaudited) (audited)
Revenues:
Rental income $ 15,063 $ 14,223 $ 60,005 $ 57,562
Interest income from mortgage loans 2,020 2,023 8,558 9,708
Interest and other income   382     414     1,331     2,087  
Total revenues   17,465     16,660     69,894     69,357  
 
Expenses:
Interest expense 372 953 2,418 4,114
Depreciation and amortization 3,733 3,793 14,822 14,960
Provisions for doubtful accounts 202 125 775 85
Operating and other expenses   2,102     1,898     7,519     7,006  
Total expenses   6,409     6,769     25,534     26,165  
 
Income from continuing operations 11,056 9,891 44,360 43,192
 
Discontinued operations:
Gain on sale of assets, net               92  
Net income from discontinued operations               92  
Net income 11,056 9,891 44,360 43,284
Income allocated to non-controlling interests   (67 )   (77 )   (296 )   (307 )
Net income attributable to LTC Properties, Inc.   10,989     9,814     44,064     42,977  
 
Income allocated to participating securities (34 ) (35 ) (139 ) (159 )
Income allocated to preferred stockholders   (3,785 )   (3,841 )   (14,515 )   (14,401 )
Net income allocable to common stockholders $ 7,170   $ 5,938   $ 29,410   $ 28,417  
 
Basic earnings per common share:
Continuing operations $ 0.31 $ 0.26 $ 1.27 $ 1.23
Discontinued operations $ 0.00   $ 0.00   $ 0.00   $ 0.00  
Net income allocable to common stockholders $ 0.31   $ 0.26   $ 1.27   $ 1.24  
 
Diluted earnings per common share:
Continuing operations $ 0.31 $ 0.26 $ 1.27 $ 1.23
Discontinued operations $ 0.00   $ 0.00   $ 0.00   $ 0.00  
Net income allocable to common stockholders $ 0.31   $ 0.26   $ 1.27   $ 1.24  
 
Weighted average shares used to calculate earnings per common share:
Basic   23,148     23,043     23,099     22,974  
Diluted   23,240     23,050     23,182     23,090  
 

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. Our management uses FFO as a supplemental measure of our operating performance and we believe FFO is helpful in evaluating the operating performance of real estate investment trusts. 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     Twelve Months Ended
December 31, December 31,
  2009         2008     2009         2008  
 
Net income allocable to common stockholders $ 7,170 $ 5,938 $ 29,410 $ 28,417
Add: Real estate depreciation 3,733 3,793 14,822 14,960
Add: Non-cash compensation charges 364 306 1,389 1,229
Less (gain)/add loss on sale of assets, net               (92 )
FFO allocable to common stockholders 11,267 10,037 45,621 44,514
 
Less: Non-cash compensation charges   (364 )   (306 )   (1,389 )   (1,229 )
FFO including non-cash compensation charges $ 10,903   $ 9,731   $ 44,232   $ 43,285  
                         
 
Basic FFO allocable to common stockholders per share $ 0.49   $ 0.44   $ 1.98   $ 1.94  
Diluted FFO allocable to common stockholders per share $ 0.48   $ 0.43   $ 1.94   $ 1.91  
 
Diluted FFO allocable to common stockholders $ 12,206   $ 10,987   $ 49,408   $ 48,362  
Weighted average shares used to calculate diluted FFO per share allocable to common stockholders   25,489     25,397     25,447     25,370  
 
Basic FFO including non-cash compensation charges per share $ 0.47   $ 0.42   $ 1.91   $ 1.88  
Diluted FFO including non-cash compensation charges per share $ 0.46   $ 0.42   $ 1.89   $ 1.86  
 
Diluted FFO including non-cash compensation charges $ 11,842   $ 10,604   $ 48,019   $ 47,133  
Weighted average shares used to calculate diluted FFO per share including non-cash compensation charges   25,489     25,217     25,447     25,370  

LTC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(audited)

       
December 31, 2009 December 31, 2008
ASSETS
Real Estate Investments:

Buildings and improvements, net of accumulated depreciation and amortization: 2009 — $145,180; 2008 — $130,475

$ 337,719 $ 337,171
Land 36,561 34,971
Mortgage loans receivable, net of allowance for doubtful
accounts: 2009 — $704; 2008 — $760
  69,883     77,541  
Real estate investments, net 444,163 449,683
Other Assets:
Cash and cash equivalents 8,856 21,118
Debt issue costs, net 476 831
Interest receivable 1,964 2,010

Straight-line rent receivable, net of allowance for doubtful accounts: 2009 — $631; 2008 — $140

17,309

13,900

Prepaid expenses and other assets 8,663 9,148
Notes receivable 2,689 2,895
Marketable securities   6,473     6,468  
Total Assets $ 490,593   $ 506,053  
 
LIABILITIES AND EQUITY
Bank borrowings $ 13,500 $
Mortgage loans payable 7,685 32,063
Bonds payable 4,225 4,690
Accrued interest 102 251
Accrued expenses and other liabilities 7,801 5,015
Distributions payable   2,967     3,022  
Total Liabilities 36,280 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 — 23,312; 2008 — 23,136

233 231
Capital in excess of par value 326,163 321,979
Cumulative net income 577,629 533,565
Other 390 735
Cumulative distributions   (638,884 )   (588,192 )
Total LTC Properties, Inc. Stockholders' Equity 452,332 457,878
 
Non-controlling interests   1,981     3,134  
Total Equity   454,313     461,012  
Total Liabilities and Equity $ 490,593   $ 506,053  

LTC PROPERTIES, INC.

SUPPLEMENTAL INFORMATION

(Unaudited, amounts in thousands)

 

Non-Cash Revenue Components

    4Q09     1Q10(1)     2Q10(1)     3Q10(1)     4Q10(1)
Straight-line rent $ 996 $ 921 $ 917 $ 826 $ 533
Amort. Lease break fee   (163 )   (166 )   (167 )   (167 )   (167 )
Net $ 833   $ 755   $ 750   $ 659   $ 366  
 

(1) Projections based on current in-place leases and leases related to the acquisitions subsequent to December 31, 2009 of two skilled nursing properties with a total of 286 beds. Also, projections do not assume any increase in straight-line rent from additional acquisitions.

 

Maturities

  2010   2011   2012   2013   2014
Lease Maturities

1 lease on

3 leases on

2 leases on 4 leases on

 

1 property

3 properties

2 properties 41 properties

 

Mortgage Loan Receivable Maturities (1) $ $

7,301

$ 2,221 $ 16,214 $ 6,996

 

Debt Maturities (1)

$

7,581

(2)

$ $ $ $
 

(1) Represents principal amount due at maturity.

(2) 8.7% fixed prepayable May 1. Represents principal amount due at maturity.

 

Note: At December 31, 2009, the Company had a floating rate debt balance of $4,225 at an all-in floating rate of 2.20%. This debt amortizes to $720 which is due in 2015 and is redeemable at anytime.

             

Portfolio Snapshot

Twelve months ended December 31, 2009 % 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 $ 295,421 50.1 % $ 30,064 $ 3,075 48.3 % 104 4,790 $ 61.67
Skilled Nursing Properties 281,606 47.7 % 28,762 5,177 49.5 % 98 11,319 $ 24.88
Schools   13,020 2.2 %   1,179   306 2.2 % 2 N/A N/A
Totals $ 590,047 100.0 % $ 60,005 $ 8,558 100.0 % 204 16,109
 

(1) See the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, 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, amounts in thousands)

       

 

Balance Sheet Metrics

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

(1)

2.6 %

(4)

5.3 %

(6)

7.3 % 7.4 %
Debt & Preferred Stock to book capitalization ratio 44.2 % 44.2 %

(1)

42.6 %

(4)

44.1 %

(6)

45.2 % 45.5 %
 
Debt to market capitalization ratio 3.0 % 3.0 %

(1)

1.6 %

(4)

3.8 %

(6)

5.9 %

(7)

5.4 %
Debt & Preferred Stock to market capitalization ratio 25.1 % 25.1 %

(2)

25.3 %

(4)

29.5 %

(6)

32.8 %

(7)

30.1 %
 
Interest coverage ratio 25.5x 40.8x

(3)

45.2x

(5)

18.7x

(5)

17.7x

(8)

15.4x
Fixed charge coverage ratio 3.5x     3.6x  

(3)

    3.7x  

(5)

    3.3x         3.4x  

(8)

    3.1x

(1) Increase primarily due to the increase in bank borrowing.

(2) Decrease primarily due to the increase in market capitalization partially offset by the increase in bank borrowing.

(3) Decrease primarily due to the increase in operating and other expenses relating to transaction costs incurred on the acquisition of three assisted living properties.

(4) Decrease primarily due to the repayment of $23.9 million of mortgage debt in June and July of 2009.

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

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

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

(8) 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.

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

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