10-Q: Quarterly report [Sections 13 or 15(d)]
Published on August 14, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
__________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to ____________
Commission file number 1-11314
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 71-0720518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(Address of principal executive offices)
(805) 981-8655
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
--- ---
Shares of Registrant's common stock, $.01 par value, outstanding at July 31,
1997 - 23,220,532
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LTC PROPERTIES, INC.
FORM 10-Q
JUNE 30, 1997
INDEX
2
LTC PROPERTIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
See accompanying notes
3
LTC PROPERTIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
See accompanying notes
4
LTC PROPERTIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
See accompanying notes
5
LTC PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(i) The condensed consolidated financial statements included herein have
been prepared by LTC Properties, Inc. (the "Company"), without audit, and
include all adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the six month periods ended
June 30, 1997 and 1996 pursuant to the rules and regulations of the Securities
and Exchange Commission. The accompanying condensed consolidated financial
statements include the accounts of the Company, its wholly-owned subsidiaries
and controlled partnerships. All significant intercompany accounts and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures in the accompanying financial statements are adequate to
make the information presented not misleading. The results of operations for the
six-month periods ended June 30, 1997 and 1996 are not necessarily indicative of
the results for a full year.
(ii) No provision has been made for federal income taxes. The Company
qualifies as a real estate investment trust ("REIT") under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended. As such, the Company is
not taxed on its income provided that at least 95 percent of its taxable income
is distributed to its stockholders.
(iii) During the six-month period ended June 30, 1997, the Company
invested $66,088,000 in mortgage loans. Approximately $45,940,000 of these
loans are secured by, among other things, 17 skilled nursing facilities located
in nine states with a total of 1,829 beds and contain certain guarantees. These
mortgage loans, which individually range from $1,200,000 to $10,000,000 in
principal amount, have stated maturities of 10 to 20 years, have an initial
interest rate ranging from 9.8% to 11.57% and generally have 25 year
amortization schedules. The remaining $20,148,000 of mortgage loans are secured
by 14 assisted living facilities ("ALFs") located in two states with a total of
620 units. Of the total loans made on ALFs, approximately $14,510,000 was made
to Assisted Living Concepts, Inc. ("ALC"), a developer-owner, operator of ALFs.
The loans to ALC are secured by mortgages on seven ALFs with 258 units, bear
interest at 10.14% per annum and will be repaid out of the proceeds of sale-
leaseback transactions with the Company. See note (x). Also included in the
ALF loan amounts was $5,435,000 of additional financing on five ALFs which are
under construction, net of $2,197,000 which converted into an owned property as
discussed below.
During the six months ended June 30, 1997, the Company acquired six
skilled nursing facilities with a total of 463 beds and nine ALFs with a total
of 376 units for approximately $27,853,000. Included in this amount were three
skilled nursing facilities purchased for $3,100,000 on which the Company had a
first mortgage loan of $2,798,000 and one ALF that was purchased for $2,223,000
and previously financed with a construction loan of $2,197,000. Two of the ALFs
were purchased for a total of $4,875,000 and have been leased to ALC for a total
initial annual rent of approximately $491,000 pursuant to long-term non-
cancelable agreements. The Company also added 36 beds to one of its owned
skilled nursing facilities at a total cost of approximately $1,693,000 and 9
units to one of its ALFs for $450,000. During the second quarter of 1997, the
Company converted $26,360,000 of mortgage loans on ALFs into sale lease-back
transactions with ALC.
6
LTC PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(iv) During the first quarter of 1997, the Company completed two public
offerings. In January 1997, the Company completed the sale of 1,000,000 shares
of common stock in a public offering at $17.75 per share. In March 1997, the
Company sold 3,080,000 shares of 9.5% Series A Cumulative Preferred Stock
("Series A Preferred Stock"). Dividends on the Series A Preferred Stock are
cumulative from the date of original issue and are payable monthly, commencing
April 15, 1997, to stockholders of record on the first day of each month at the
rate of 9.5% per annum of the $25 liquidation preference per share (equivalent
to a fixed amount of $2.375 per share). The Series A Preferred Stock is not
redeemable prior to April 1, 2001, except in certain circumstances relating
to preservation of the Company's qualification as a REIT. The net proceeds from
these offerings were used to repay short-term borrowings outstanding under the
Company's lines of credit.
(v) During the six-month period ended June 30, 1997, holders of
$31,161,000 in principal amount of convertible subordinated debentures elected
to convert the debentures into 1,910,136 shares of common stock at prices
ranging from $10.00 to $17.25 per share. Subsequent to June 30, 1997, an
additional $2,790,000 in principal amount of convertible subordinated debentures
converted into 185,222 shares of the Company's common stock at prices ranging
from $10.00 to $17.25 per share.
(vi) In March 1997, the Board of Directors adopted a loan program designed
to encourage executives, key employees, consultants and directors to acquire
common stock through the exercise of options. Under the program, the Company
will make full recourse, secured loans to participants equal to the exercise
price of vested options plus up to 50% of the taxable income resulting from the
exercise of options. Such loans will bear interest at the then current
Applicable Federal Rate (the minimum rate necessary to avoid "unstated interest"
under Section 483 of the Internal Revenue Code) and be payable in installments
over nine years. For the first five-years of such loans, interest and principal
will be payable quarterly. The amount of principal due each quarter will be
equal to 50% of the difference between the cash dividends received on the shares
purchased and the quarterly interest that is due. In addition, 25% of any cash
bonuses received by the borrower must be used to reduce the principal balance of
any such loan. At the end of five years, such loans will convert to fully
amortizing loans with 16 quarterly payments beginning in year six. The loans
must be repaid within 90 days after termination of employment for any reason,
other than in connection with a change in control of the Company. In 1997, the
Company's management, consultants and directors purchased 585,166 of the
Company's common stock under the loan program. At June 30, 1997, the remaining
loan amounts available and the loans outstanding under such program, which bear
interest ranging from 6.27% to 6.63% per annum and are secured by a pledge of
the shares of Common Stock acquired on the exercise of options, were $759,000
and $7,565,000, respectively. The market value of the common stock securing
these loans was $10,606,000 at June 30, 1997.
(vii) On April 24, 1997, the Company filed a shelf registration statement
with the Securities and Exchange Commission covering up to $150,000,000 of debt
and equity securities to be sold from time to time in the future. The
registration statement was declared effective on May 6, 1997.
7
LTC PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(viii) In June 1997, the Board of Directors declared a monthly cash
dividend of $.1979 per share on the Series A Preferred Stock payable on July 15,
1997 to stockholders of record on July 1, 1997. The dividend amount has been
reflected as distributions payable in the accompanying financial statements as
of June 30, 1997. In addition, the Board of Directors declared a quarterly
dividend of $.365 per share on its outstanding common stock to stockholders of
record on June 15, 1997 which was paid on June 30, 1997.
(ix) In June 1997, the Company sold $11,811,000 face amount of its
mortgage-backed securities recognizing a gain of approximately $1,231,000. Also
in June 1997, the Company recognized $1,120,000 of expense resulting from the
accelerated vesting of 64,000 shares of restricted common stock held by
executives, certain management and non-employee directors of the Company.
(x) In 1997, the Company's Board of Directors authorized an increase in the
Company's investment in ALFs from 20% to 30% of its adjusted gross real estate
investment portfolio (adjusted to include the mortgage loans to third parties
underlying the $90,374,000 investment in mortgage-backed securities). In
addition, the Board of Directors also authorized an increase in the Company's
investment in properties operated by ALC from 10% to 15% of its adjusted gross
real estate investment portfolio (which was approximately $741,758,000 as of
June 30, 1997). Currently, two of the Company's executive officers serve as
members of the Board of Directors of ALC. As of August 1, 1997, three
executive officers of the Company owned approximately 3.5% of ALC's common
stock.
As of June 30, 1997, the Company had investments in ALFs totaling
approximately $130,514,000 and in properties operated by ALC of approximately
$86,820,000 or 17.6% and 11.7%, respectively, of the Company's total adjusted
gross real estate investment portfolio.
In July 1996, the Company provided a $50,180,000 sale leaseback financing
commitment to ALC. In connection with the commitment, the Company entered into
a one-year forward ten-year interest rate swap agreement (the "Agreement").
Under the Agreement, the Company was credited interest at three-month LIBOR and
incurred interest at a fixed rate of 6.835% on a $40,000,000 notional amount
beginning on November 7, 1997. On March 10, 1997, the Agreement was terminated
concurrently with the completion of the equity offerings discussed in Note (iv).
The Company recognized interest income of approximately $440,000 from the
termination of the swap agreement.
(xi) In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact is expected
to result in an increase in primary earnings per share for the three-month and
six-month periods ended June 30, 1997 of $0.01 and $0.01 per share,
respectively, and for the three-month and six-month periods ended June 30, 1996
of $0.00 and $0.01 per share, respectively. The impact of Statement 128 on the
calculation of fully diluted earnings per share for these periods is not
expected to be material.
8
LTC PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(xii) Subsequent to June 30, 1997, the Company completed investments
totaling $16,094,000. In conjunction with these investments, $4,286,000 of
construction loans made by the Company matured and were repaid. In addition,
the Company sold one skilled nursing facility for $4,530,000 and issued a
$3,171,000 first mortgage loan in connection with such sale. As of August 12,
1997, the Company had outstanding commitments aggregating approximately
$167,000,000. Included in these amounts were commitments to ALC for
approximately $16,460,000 and Home and Community Care, Inc. ("HCI") for
$50,000,000. HCI was formed to own, operate and develop assisted living
residences and to provide home health and hospice care services. The Company
owns 2,000,000 shares of non-voting common stock of HCI which it acquired for
$5,000,000 in the form of a demand note, of which $518,300 had been funded as of
June 30, 1997. HCI had 2,610,000 shares of voting common stock outstanding at
June 30, 1997, in addition to the 2,000,000 shares of non-voting common stock
that is owned by the Company. Currently, two of the Company's executive
officers and directors serve as executive officers and directors of HCI. As of
August 1, 1997, three executive officers of the Company owned approximately 58%
of HCI's outstanding voting common stock (34% of voting and nonvoting common
stock).
(xiii) In July 1997, the Company's Board of Directors declared a monthly
cash dividend of $.1979 per share on the Series A Preferred Stock. The dividend
will be paid on August 15, 1997 to stockholders of record on August 1, 1997.
(xiv) In August 1997, the Company completed the sale of 500,000 shares of
the Company's common stock at $18.50 per share in a public offering. The net
proceeds of approximately $9,025,000 from the sale were used to pay down
borrowings under the Company's lines of credit.
(xv) In August 1997, the Company obtained a 90-day $10,000,000 bank loan
at LIBOR plus 3% with no commitment fees. In addition, in order to further
hedge a securitization transaction the Company anticipates to complete during
the fourth quarter of 1997, the Company entered into a hedge agreement which is
required to be settled by December 15, 1997. In connection with this agreement,
the Company locked into a rate of 6.39% on the seven-year Treasury Note Rate on
a notional amount of $65,000,000. Upon settlement of this transaction, the
Company will either receive or make a payment based on the change in the seven-
year Treasury Note Rate.
9
LTC PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS
Six months 1997 Compared to Six months 1996
During the six months ended June 30, 1997, cash flow from operating
activities available for distribution or reinvestment was $21,700,000 versus
$14,687,000 for the comparable period in 1996, an increase of $7,013,000 or 48%.
Revenues for the six months ended June 30, 1997 were $34,602,000 versus
$25,283,000 for the same period in 1996. Revenues increased $9,319,000 or
approximately 37% primarily as a result of increased rental income of $4,814,000
and increased interest income on mortgage loans of $3,216,000 attributable to
investments of approximately $182,000,000 in long-term care facilities the
Company completed since June 30, 1996 and $440,000 of interest income resulting
from the termination of an interest rate swap agreement. Revenues also
increased $660,000 as a result of additional interest income from mortgage-
backed securities. The remaining increase of $189,000 resulted primarily from
certain prepayment fees.
Total expenses for the six months ended June 30, 1997 were $18,053,000
versus $14,211,000 for the same period in 1996, an increase of $3,842,000 or
27%. The increase is due in large part to an increase of $1,850,000 in interest
expense. Interest expense increased by $1,092,000 due to the issuance of
convertible subordinated debentures in August 1996 in the amount of $30,000,000.
Interest expense also increased by $845,000 primarily as a result of
consummation of tax-exempt revenue bond, capital leases and mortgage loans
financings by the Company. The remaining increase of $1,482,000 was due to
interest on borrowings under the Company's lines of credit which was offset by a
decrease of $1,569,000 as a result of conversions of previously issued
convertible subordinated debentures since June 30, 1996. Depreciation and
amortization expense increased by $1,398,000 primarily due to the acquisitions
of skilled nursing and assisted living facilities in the past year. Operating
and other expenses increased by $317,000 principally due to increased staffing
and administrative costs. The remaining increase in total expenses of $277,000
related primarily to the minority interest.
Other income, net consisted of a gain of approximately $1,231,000 from the
sale of $11,811,000 face amount of the Company's mortgage-backed securities in
June 1997. Also included in this amount was $1,120,000 of expense the Company
recognized in June 1997 resulting from the accelerated vesting of 64,000 shares
of restricted common stock held by executives, certain management and non-
employee directors of the Company.
Second Quarter 1997 Compared to Second Quarter 1996
During the three-months ended June 30, 1997, cash flow from operating
activities available for distribution or reinvestment was $11,648,000 versus
$7,567,000 for the comparable period in 1996. Revenues for the three months
ended June 30, 1997 were $18,115,000 versus $12,920,000 for the same period in
1996. Revenues increased $5,195,000 primarily as a result of increased rental
income of $2,634,000, increased interest income on mortgage loans of $2,677,000
and increased other income of $142,000. These increases were offset by a
decrease in interest income on mortgage-backed securities of $258,000.
10
LTC PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Total expenses for the three months ended June 30, 1997 were $9,172,000
versus $7,303,000 for the same period in 1996. The increase of $1,869,000 was
due in large part to an increase in interest expense of $797,000. Interest
expense increased primarily due to the issuance of convertible subordinated debt
in August 1996 and debt assumed by the Company as previously described.
Depreciation and amortization expense increased by $746,000 primarily due to the
acquisition of additional skilled nursing and assisted living facilities in the
past year. Operating and other expenses increased by $172,000 principally due
to higher administrative costs. The remaining increase in total expenses of
$154,000 related primarily to the minority interest.
Other income, net consisted of a gain of approximately $1,231,000 from the
sale of $11,811,000 face amount of the Company's mortgage-backed securities in
June 1997. Also included in this amount was $1,120,000 of expense the Company
recognized in June 1997 resulting from the accelerated vesting of 64,000 shares
of restricted common stock held by executives, certain management and non-
employee directors of the Company.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company's real estate investment portfolio
consisted of approximately $289,321,000 invested in owned skilled nursing and
assisted living facilities (before accumulated depreciation of $15,738,000),
approximately $232,506,000 invested in mortgage loans (before allowance for
doubtful accounts of $1,000,000) and approximately $81,536,000 invested in
mortgage-backed securities (before an unrealized gain of $8,838,000 on interest-
only mortgage-backed securities). The Company's portfolio consists of 267
skilled nursing facilities and 62 assisted living facilities in 32 states.
During the six-month period ended June 30, 1997, the Company completed
approximately $122,444,000 in new net investments. The investments which closed
consisted of approximately $48,340,000 in mortgage loans, approximately
$17,748,000 in mortgage loans that will be converted into owned properties and
approximately $56,356,000 in owned properties. The Company financed its
investments through the sale of 1,000,000 shares of common stock in a public
offering at $17.75 per share, the sale of 3,080,000 shares of 9.5% Series A
Cumulative Preferred Stock at $25.00 per share, short-term borrowings and cash
on hand.
In July 1996, the Company provided a $50,180,000 sale leaseback financing
commitment to ALC. In connection with the commitment, the Company entered into
a one-year forward ten-year interest rate swap agreement (the "Agreement").
Under the Agreement, the Company was credited interest at a three-month LIBOR
and incurred interest at a fixed rate of 6.835% on a $40,000,000 notional amount
beginning on November 7, 1997. On March 10, 1997, the Agreement was terminated
concurrently with the completion of the equity offerings discussed above. The
Company recognized interest income of approximately $440,000 from the
termination of the swap agreement.
The Company has the option to redeem, without penalty, its outstanding
$699,000 aggregate principal amount of 9.75% Convertible Subordinated Debentures
at any time. Since such debentures are convertible into common stock of the
Company at a conversion price of $10.00 per share, the
11
LTC PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Company anticipates that substantially all of such debentures will be converted
if it elects to redeem the debentures.
Subsequent to June 30, 1997, the Company completed investments totaling
$16,094,000. In conjunction with these investments, $4,286,000 of construction
loans made by the Company matured and were repaid. In addition, the Company
sold one skilled nursing facility for $4,530,000 and issued a $3,171,000 first
mortgage loan in connection with such sale. As of August 12, 1997, the Company
had outstanding commitments aggregating approximately $167,000,000. Included in
these amounts were commitments to ALC for approximately $16,460,000 and HCI for
$50,000,000.
In August 1997, the Company completed the sale of 500,000 shares of the
Company's common stock at $18.50 per share in a public offering. The net
proceeds of approximately $9,025,000 from the sale were used to pay down
borrowings under the Company's lines of credit. As of August 12, 1997, the
Company had $95,500,000 in borrowings outstanding under its secured and
unsecured lines of credit bearing a weighted average interest rate of
approximately 7.40%. In August 1997, the Company obtained a 90-day bank loan at
LIBOR plus 3% with no commitment fees of which $10,000,000 was outstanding as of
August 12, 1997.
At August 12, 1997, the Company had approximately $140,750,000 available
under its shelf registration statement for future issuance of capital from time
to time. In addition, based on the current level of available collateral,
approximately $33,500,000 could be borrowed under its lines of credit.
The Company also anticipates completing a securitization transaction
during the year, the proceeds of which will be used to repay borrowings
outstanding under its repurchase agreement and its unsecured line of credit. In
connection with such securitization, the Company, in September 1995, entered
into a seven-year forward interest rate swap agreement (the "September 1995
Agreement"), under which the Company was credited interest at the six month
LIBOR and incurred interest at a fixed rate of 6.64% on a notional amount of
$60,000,000. The September 1995 Agreement will be terminated at the earlier of
(i) the completion of the securitization or (ii) November 17, 1997 and has been
accounted for as a hedging transaction. As of June 30, 1997, the Company had an
unrealized gain of approximately $156,000 on the September 1995 Agreement. In
addition, in order to further hedge this anticipated securitization transaction,
the Company entered into an additional hedge agreement which is required to be
settled by December 15, 1997. In connection with this agreement, the Company
locked into a rate of 6.39% on the seven-year Treasury Note Rate on a notional
amount of $65,000,000. Upon settlement of this transaction, the Company will
either receive or make a payment based on the change in the seven-year Treasury
Note Rate.
Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" which requires
reclassification of investments in mortgage-backed securities that can
contractually be prepaid to available-for-sale or trading. As a result of this
adoption, the Company recorded an unrealized gain on interest-only mortgage-
backed securities of approximately $8,838,000 at June 30, 1997 which was not
reflected in the income statement, but has been reflected as an increase in
stockholders' equity in accordance with SFAS No. 125.
12
LTC PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
The Company believes that its current cash from operations available for
distribution or reinvestment, its borrowing capacity, the pending REMIC
transaction, and the Company's ability to access the capital markets are
available to provide for payment of its operating costs, provide funds for
distribution to its stockholders and to fund additional investments. The
Company is considering various alternatives to raise funds to finance future
investments.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
Certain information contained in this report includes forward looking
statements, which can be identified by the use of forward looking terminology
such as "may", "will", "expect", "should" or comparable terms or negative
thereof. These statements involve risks and uncertainties that could cause
actual results to differ materially from those described in the statements.
These risks and uncertainties include (without limitation) the following: the
effect of economic and market conditions and changes in interest rates,
government policy relating to the health care industry including changes in
reimbursement levels under the Medicare and Medicaid programs, changes in
reimbursement by other third party payors, the financial strength of the
operators of the Company's facilities as it affects the continuing ability of
such operators to meet their obligations to the Company under the terms of the
Company's agreements with its borrowers and operators, the amount and the timing
of additional investments, access to capital markets and changes in tax laws and
regulations affecting real estate investment trusts.
13
PART II
LTC PROPERTIES, INC.
OTHER INFORMATION
JUNE 30, 1997
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Promissory note dated August 11,1997 for $10,000,000 between LTC
Properties, Inc. and Sanwa Bank California
10.2 Form of Swap Transaction Agreement dated August 12, 1997 between LTC
Properties, Inc. and Bank of America National Trust and Savings
Association
11 Computation of earnings per share
27 Financial Data
In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain
instruments pertaining to Registrant's long-term debt have not been
filed; copies thereof will be furnished to the Securities and Exchange
Commission upon request.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the three
months ended June 30, 1997.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LTC PROPERTIES, INC.
Registrant
Dated: August 12, 1997 By: /s/ JAMES J. PIECZYNSKI
-----------------------
James J. Pieczynski
Senior Vice President and
Chief Financial Officer
15