UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20459
FORM 10-Q
| (Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
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| For the quarterly period ended March 31, 2003 | ||||||
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| OR | ||||||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
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| For the Transition period from ____ to ____ | ||||||
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| Commission file number 1-11314 | ||||||
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| LTC PROPERTIES, INC. | ||||||
| (Exact name of Registrant as specified in its charter) | ||||||
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| Maryland |
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71-0720518 | ||||
| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No) | ||||
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| 22917 Pacific Coast Highway, Suite 350 | ||||||
| Malibu, California 90265 | ||||||
| (Address of principal executive offices) | ||||||
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| (805) 981-8655 | ||||||
| (Registrants 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 o |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
| Yes x |
No o |
Shares of Registrants common stock, $.01 par value, outstanding at May 8, 2003 17,716,322
LTC PROPERTIES, INC.
FORM 10-Q
March 31, 2003
INDEX
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Page |
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| PART I Financial Information |
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| Item 1. Financial Statements |
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| 3 | |
| 4 | |
| 5 | |
| 6 | |
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| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 |
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
18 |
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| Item 4. Controls and Procedures |
18 |
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| PART II Other Information |
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| Item 6. Exhibits and Reports on Form 8-K |
19 |
2
LTC PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
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March 31, 2003 |
|
December 31, 2002 |
| ||
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|
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(Unaudited) |
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| ASSETS |
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| Real Estate Investments: |
|
|
|
|
|
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| Buildings and improvements, net of accumulated depreciation and amortization: 2003 - $67,512; 2002 - $64,316 |
|
$ |
375,898 |
|
$ |
379,228 |
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| Land |
|
|
26,112 |
|
|
26,112 |
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| Mortgage loans receivable, net of allowance for doubtful accounts: 2003 - $1,280; 2002 - $1,280 |
|
|
82,297 |
|
|
82,675 |
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| REMIC Certificates |
|
|
64,122 |
|
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64,419 |
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|
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| Real estate investments, net |
|
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548,429 |
|
|
552,434 |
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| Other Assets: |
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| Cash and cash equivalents |
|
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8,888 |
|
|
8,001 |
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| Debt issue costs, net |
|
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4,670 |
|
|
5,309 |
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| Interest receivable |
|
|
3,665 |
|
|
3,781 |
|
| Prepaid expenses and other assets |
|
|
2,778 |
|
|
2,069 |
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| Notes receivable (includes $3,095 due from CLC Healthcare, Inc. in 2003 and 2002) |
|
|
15,575 |
|
|
15,622 |
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| Marketable debt securities |
|
|
8,127 |
|
|
7,968 |
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| Line of credit due from CLC Healthcare, Inc. |
|
|
4,745 |
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|
4,741 |
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48,448 |
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47,491 |
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| Total Assets |
|
$ |
596,877 |
|
$ |
599,925 |
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| LIABILITIES AND STOCKHOLDERS EQUITY |
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| Bank borrowings |
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$ |
48,421 |
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$ |
48,421 |
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| Mortgage loans and notes payable |
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136,384 |
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136,971 |
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| Bonds payable and capital lease obligations |
|
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14,930 |
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15,361 |
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| Senior mortgage participation payable |
|
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29,455 |
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29,667 |
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| Accrued interest |
|
|
1,117 |
|
|
1,293 |
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| Accrued expenses and other liabilities |
|
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5,646 |
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6,419 |
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| Distributions payable |
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1,799 |
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|
981 |
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| Total Liabilities |
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237,752 |
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239,113 |
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| Minority interest |
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13,155 |
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13,399 |
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| Stockholders equity: |
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| Preferred stock $0.01 par value: 10,000 shares authorized; shares issued and outstanding: 2003 - 7,052; 2002 - 7,062 |
|
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164,986 |
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165,183 |
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| Common stock: $0.01 par value; 40,000 shares authorized; shares issued and outstanding: 2003 17,876; 2002 18,055 |
|
|
179 |
|
|
181 |
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| Capital in excess of par value |
|
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251,801 |
|
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253,050 |
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| Cumulative net income |
|
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254,513 |
|
|
250,629 |
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| Other |
|
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(4,414 |
) |
|
(6,112 |
) |
| Cumulative distributions |
|
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(321,095 |
) |
|
(315,518 |
) |
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| Total Stockholders Equity |
|
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345,970 |
|
|
347,413 |
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| Total Liabilities and Stockholders Equity |
|
$ |
596,877 |
|
$ |
599,925 |
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See accompanying notes.
3
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
|
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Three Months Ended |
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2003 |
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2002 |
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| Revenues: |
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| Rental income |
|
$ |
9,965 |
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$ |
10,634 |
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| Interest income from mortgage loans and notes receivable |
|
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2,507 |
|
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2,593 |
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| Interest income from REMIC Certificates |
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2,786 |
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3,267 |
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| Interest and other income |
|
|
832 |
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|
745 |
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| Total revenues |
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16,090 |
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17,239 |
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| Expenses: |
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| Interest expense |
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5,192 |
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|
5,426 |
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| Depreciation and amortization |
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3,232 |
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|
3,575 |
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| Impairment charge |
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1,260 |
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| Operating and other expenses |
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2,201 |
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1,638 |
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| Total expenses |
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11,885 |
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10,639 |
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| Income before minority interest |
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4,205 |
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|
6,600 |
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| Minority interest |
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(321 |
) |
|
(321 |
) |
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| Income from continuing operations |
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3,884 |
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6,279 |
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| Discontinued Operations: |
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| Loss from discontinued operations |
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(26 |
) |
| Loss on sale of assets, net |
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(72 |
) |
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| Net loss from discontinued operations |
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(98 |
) |
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| Net income |
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3,884 |
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|
6,181 |
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| Preferred stock dividends |
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(3,761 |
) |
|
(3,758 |
) |
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| Net income available to common stockholders |
|
$ |
123 |
|
$ |
2,423 |
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| Net Income per Common Share from Continuing Operations Net of Preferred Stock Dividends: |
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| Basic |
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$ |
0.01 |
|
$ |
0.14 |
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| Diluted |
|
$ |
0.01 |
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$ |
0.14 |
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| Loss per Common Share from Discontinued Operations: |
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| Basic |
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$ |
(0.01 |
) |
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| Diluted |
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|
$ |
(0.01 |
) |
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| Net Income per Common Share Available to Common Stockholders: |
|
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| Basic |
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$ |
0.01 |
|
$ |
0.13 |
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| Diluted |
|
$ |
0.01 |
|
$ |
0.13 |
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| Comprehensive Income |
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| Net income available to common stockholders |
|
$ |
123 |
|
$ |
2,423 |
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| Unrealized gain on available for-sale securities |
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|
28 |
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| Reclassification adjustment |
|
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1,303 |
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| Total comprehensive income |
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$ |
1,426 |
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$ |
2,451 |
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See accompanying notes.
4
LTC PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
|
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Three Months Ended |
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2003 |
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2002 |
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| OPERATING ACTIVITIES: |
|
|
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| Net income |
|
$ |
3,884 |
|
$ |
6,181 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
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| Depreciation and amortization |
|
|
3,232 |
|
|
3,713 |
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| Impairment charge |
|
|
1,260 |
|
|
|
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| Other non-cash charges |
|
|
977 |
|
|
1,094 |
|
| Loss on sale of real estate investments, net |
|
|
|
|
|
72 |
|
| Decrease in accrued interest |
|
|
(176 |
) |
|
(108 |
) |
| Net change in other assets and liabilities |
|
|
(1,753 |
) |
|
(1,889 |
) |
|
|
|
|
|
|
|
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| Net cash provided by operating activities |
|
|
7,424 |
|
|
9,063 |
|
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|
|
|
|
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| INVESTING ACTIVITIES: |
|
|
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|
|
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| Investment in real estate properties and capital improvements, net |
|
|
(86 |
) |
|
(653 |
) |
| Proceeds from sale of real estate investments and other assets, net |
|
|
220 |
|
|
(458 |
) |
| Principal payments on mortgage loans receivable |
|
|
347 |
|
|
4,009 |
|
| Advances under line of credit to CLC Healthcare, Inc. |
|
|
(950 |
) |
|
(704 |
) |
| Payments from CLC Healthcare, Inc. on line of credit |
|
|
946 |
|
|
611 |
|
| Other |
|
|
72 |
|
|
1,587 |
|
|
|
|
|
|
|
|
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| Net cash provided by investing activities |
|
|
549 |
|
|
4,392 |
|
|
|
|
|
|
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| FINANCING ACTIVITIES: |
|
|
|
|
|
|
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| Repayments of bank borrowings under line of credit |
|
|
|
|
|
(7,000 |
) |