FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2002 ------------------------------------------------ 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 1-8923 HEALTH CARE REIT, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 34-1096634 - ----------------------------------------- ---------------------------- (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One SeaGate, Suite 1500, Toledo, Ohio 43604 - ------------------------------------- ---------------------------- (Address of principal executive office) (Zip Code) (Registrant's telephone number, including area code) (419) 247-2800 -------------------------- - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ------- ------- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . ------- ------- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 2, 2002. Class: Shares of Common Stock, $1.00 par value Outstanding 33,947,132 shares HEALTH CARE REIT, INC. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets - March 31, 2002 and December 31, 2001 3 Consolidated Statements of Income - Three months ended March 31, 2002 and 2001 4 Consolidated Statements of Shareholders' Equity - Three months ended March 31, 2002 and 2001 5 Consolidated Statements of Cash Flows - Three months ended March 31, 2002 and 2001 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosure About Market Risk 11 PART II. OTHER INFORMATION Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 EXHIBIT INDEX 14 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS -------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES MARCH 31 DECEMBER 31 2002 2001 (UNAUDITED) (NOTE) ----------- ------ (IN THOUSANDS) ASSETS Real estate investments: Real property owned: Land $ 98,901 $ 89,601 Buildings & improvements 1,044,243 947,794 ----------------- ----------------- 1,143,144 1,037,395 Less accumulated depreciation (89,221) (80,544) ------------------ ------------------ Total real property owned 1,053,923 956,851 Loans receivable Real property loans 240,128 240,126 Subdebt investments 24,212 23,448 ------------------ ------------------- 264,340 263,574 Less allowance for loan losses (7,111) (6,861) ------------------ ------------------ Net real estate investments 1,311,152 1,213,564 Other Assets: Equity investments 6,550 6,498 Deferred loan expenses 6,823 7,190 Cash and cash equivalents 8,122 9,826 Receivables and other assets 36,333 32,765 ------------------ ------------------- 57,828 56,279 ------------------ ------------------- TOTAL ASSETS $ 1,368,980 $ 1,269,843 ================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Borrowings under line of credit obligations $ 78,000 $ 0 Senior unsecured notes 412,250 412,250 Secured debt 81,123 78,966 Accrued expenses and other liabilities 16,047 20,757 ------------------ ----------------- TOTAL LIABILITIES 587,420 511,973 Shareholders' equity: Preferred stock 150,000 150,000 Common stock 33,947 32,740 Capital in excess of par value 637,920 608,942 Cumulative net income 528,725 512,837 Cumulative dividends (563,473) (540,946) Accumulated other comprehensive loss (995) (923) Unamortized restricted stock (4,564) (4,780) ------------------ ------------------ TOTAL SHAREHOLDERS' EQUITY 781,560 757,870 ------------------ ------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,368,980 $ 1,269,843 ================== =================== NOTE: The consolidated balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See notes to unaudited consolidated financial statements 3 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31 2002 2001 ----------------------- --------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) REVENUES: Rental income $ 30,051 $ 22,608 Interest income 6,787 8,945 Commitment fees and other income 557 890 Prepayment fees 0 134 ------------------ ------------------ Total revenue 37,395 32,577 EXPENSES: Interest expense 9,742 8,112 Loan expense 577 375 Provision for depreciation 8,677 6,786 Provision for losses 250 250 General and administrative expenses 2,261 1,851 ------------------ ------------------ Total expenses 21,507 17,374 ------------------ ------------------ Net income 15,888 15,203 Preferred stock dividends 3,377 3,376 ----------------- ----------------- Net income available to common shareholders $ 12,511 $ 11,827 ================== ================== Average number of shares outstanding: Basic 32,946 28,617 Diluted 33,693 28,871 Net income per share: Basic $ 0.38 $ 0.41 Diluted 0.37 0.41 Dividends declared and paid per common share $ 0.585 $ 0.585 See notes to unaudited consolidated financial statements 4 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES Three months ended March 31, 2002 ---------------------------------------------------------------- Capital In Unamortized Preferred Common Excess of Restricted Cumulative In thousands Stock Stock Par Value Stock Earnings ---------------------------------------------------------------- Balance at beginning of period $150,000 32,740 $608,942 $(4,780) $512,837 Comprehensive income: Net income 15,888 Unrealized gains on securities Foreign currency translation adjustment Comprehensive income Proceeds from issuance from dividend reinvestment and stock 301 6,228 (189) incentive plans, net of forfeitures Proceeds from issuance of 906 22,750 common shares Restricted stock amortization 405 Cash dividends paid -------- ------ -------- ------- -------- Balance at end of period $150,000 $33,947 $637,920 $(4,564) $528,725 ======== ======= ======== ======== ======== Three months ended March 31, 2002 ----------------------------------------- Accum. Other Cumulative Comprehensive In thousands Dividends Loss Total ----------------------------------------- Balance at beginning of period $(540,946) $ (923) $757,870 Comprehensive income: Net income 15,888 Unrealized gains on securities 9 9 Foreign currency translation adjustment (81) (81) --------- Comprehensive income 15,816 Proceeds from issuance from dividend reinvestment and stock 6,340 incentive plans, net of forfeitures Proceeds from issuance of 23,656 common shares Restricted stock amortization Cash dividends paid (22,527) (22,527) --------- --------- ---------- Balance at end of period $(563,473) $ (995) $781,560 ========== ========= ======== Three months ended March 31, 2002 ---------------------------------------------------------------- Capital In Unamortized Preferred Common Excess of Restricted Cumulative In thousands Stock Stock Par Value Stock Earnings ---------------------------------------------------------------- Balance at beginning of period $150,000 $28,806 $528,138 $(4,205) $452,288 Comprehensive income: Net income 15,203 Unrealized losses on securities Foreign currency translation adjustment Comprehensive income Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 75 1,279 (141) Restricted stock amortization 293 Cash dividends paid -------- ------- --------- -------- -------- Balance at end of period $150,000 $28,881 $529,417 $(4,053) $467,491 ======== ======= ========= ======== ======== Three months ended March 31, 2002 ----------------------------------------- Accum. Other Cumulative Comprehensive In thousands Dividends Loss Total ----------------------------------------- Balance at beginning of period $(455,676) $ (744) $698,607 Comprehensive income: Net income 15,203 Unrealized losses on securities (58) (58) Foreign currency translation adjustment (192) (192) -------- Comprehensive income 14,953 Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 1,213 Restricted stock amortization 293 Cash dividends paid (20,231) (20,231) --------- -------- -------- Balance at end of period $(475,907) $ (994) $694,835 ========== ========= ======== See notes to unaudited consolidated financial statements 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES THREE MONTHS ENDED MARCH 31 2002 2001 ------------------------------ (IN THOUSANDS) OPERATING ACTIVITIES Net income $ 15,888 $ 15,203 Adjustments to reconcile net income to net cash Provision for depreciation 8,696 6,845 Provision for losses 250 250 Amortization 981 668 Loan and commitment fees earned in excess of cash received (456) (559) Rental income in excess of cash received (2,122) (2,154) Interest and other income in excess of cash received 104 (84) Decrease in accrued expenses and other liabilities (4,253) (1,676) Increase in receivables and other assets (1,458) (669) ---------- ---------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 17,630 17,824 INVESTING ACTIVITIES Investment in real properties (97,659) (6,857) Investment in loans receivable (7,338) (5,719) Other investments, net (228) (228) Principal collected on loans 731 24,738 Other (8) (79) ------------ ------------ NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES (104,502) 11,855 FINANCING ACTIVITIES Net (payments) borrowings under line of credit arrangements 78,000 (9,600) Principal payments on long-term obligations (90) (17) Issuance of common stock 29,996 1,213 Increase in deferred loan expense (211) (1,351) Cash distributions to shareholders (22,527) (20,231) ------------ ------------ NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES 85,168 (29,986) ------------ ------------ Decrease in cash and cash equivalents (1,704) (307) Cash and cash equivalents at beginning of period 9,826 2,844 ------------ ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,122 $ 2,537 ============ =========== Supplemental Cash Flow Information -- Interest Paid $ 14,170 $ 9,770 ============ =========== See notes to unaudited consolidated financial statements 6 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS HEALTH CARE REIT, INC. AND SUBSIDIARIES NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2002, are not necessarily an indication of the results that may be expected for the year ending December 31, 2002. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2001. NOTE B - REAL ESTATE INVESTMENTS During the three months ended March 31, 2002, the Company invested $97,659,000 in real property, made real estate loan advances of $7,338,000 and funded $228,000 of equity related investments. During the three months ended March 31, 2002, the Company had no property sales and received principal payments on real estate mortgages totaling $731,000. NOTE C - EQUITY INVESTMENTS Management determines the appropriate classification of an equity investment at the time of acquisition and reevaluates such designation as of each balance sheet date. At March 31, 2002, equity investments include the common stock of a corporation, valued at historical cost, and ownership representing a 31% interest in Atlantic Healthcare Finance L.P., a property investment group that specializes in the financing, through sale and leaseback transactions, of nursing homes located in the United Kingdom and continental Europe. The ownership interest is accounted for under the equity method. NOTE D - CONTINGENT LIABILITIES As disclosed in the financial statements for the year ended December 31, 2001, the Company was contingently liable for certain obligations amounting to $11,425,000. NOTE E - DISTRIBUTIONS PAID TO COMMON SHAREHOLDERS On February 20, 2002, the Company paid a dividend of $0.585 per share to shareholders of record on January 31, 2002. This dividend related to the period from October 1, 2001 through December 31, 2001. 7 NOTE F - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three months ended March 31 -------------------------------- 2002 2001 --------- --------- Numerator for basic and diluted earnings per share-income available to common shareholders $ 12,511 $ 11,827 ========= ========= Denominator for basic earnings per share - weighted average shares 32,946 28,617 Effect of dilutive securities: Employee stock options 492 29 Nonvested restricted shares 255 225 --------- --------- Dilutive potential common shares 747 254 --------- --------- Denominator for diluted earnings per share - adjusted weighted average shares 33,693 28,871 ========= ========= Basic earnings per share $ 0.38 $ 0.41 Diluted earnings per share $ 0.37 $ 0.41 The diluted earnings per share calculation excludes the dilutive effect of 10,000 and 1,350,000 shares for the three month periods ended March 31, 2002 and March 31, 2001, respectively, because the exercise price was greater than the average market price. The Series C Cumulative Convertible Preferred Stock was not included in this calculation as the effect of the conversion was anti-dilutive. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- LIQUIDITY AND CAPITAL RESOURCES At March 31, 2002, the Company's net real estate investments totaled $1,311,152,000 which included 159 assisted living facilities, 60 skilled nursing facilities and seven specialty care facilities. Depending upon the availability and cost of external capital, the Company anticipates making additional investments in health care related facilities. New investments are funded from temporary borrowings under the Company's line of credit arrangements, internally generated cash and the proceeds derived from asset sales. Permanent financing for future investments, which replaces funds drawn under the line of credit arrangements, is expected to be provided through a combination of private and public offerings of debt and equity securities and the assumption of secured debt. The Company believes its liquidity and various sources of available capital are sufficient to fund operations, meet debt service and dividend requirements and finance future investments. In February, 2002, the Company issued 906,125 shares of Common Stock, $1 par value, at a price of $27.59 per share, which generated net proceeds of $23,656,000. As of March 31, 2002, the Company had a total outstanding debt balance of $571,373,000 and shareholders' equity of $781,560,000 which represents a debt to equity ratio of .73 to 1.0, and a debt to total capitalization ratio of .42 to 1.0. As of March 31, 2002, the Company had an unsecured revolving line of credit expiring March 31, 2003 in the amount of $150,000,000 bearing interest at the lender's prime rate or LIBOR plus 1.5%. In addition, the Company had an unsecured revolving line of credit in the amount of $25,000,000 bearing interest at the lender's prime rate expiring May 31, 2002. Also, at March 31, 2002, the Company had secured line of credit arrangements totaling $64,000,000. At March 31, 2002, the Company had $78,000,000 in borrowings under the unsecured line of credit arrangements and $33,000,000 outstanding on the secured line of credit arrangements. As of March 31, 2002, the Company had an effective shelf registration on file with the Securities and Exchange Commission under which the Company may issue up to $652,000,000 of securities including debt securities, common and preferred stock and warrants. Depending upon market conditions, the Company anticipates issuing securities under such shelf registrations to invest in additional health care facilities and to repay borrowings under the Company's line of credit arrangements. RESULTS OF OPERATIONS Revenues were comprised of the following: Three months ended Change ------------------ -------------------- March. 31, 2002 March. 31, 2001 $ % --------------- --------------- -------- ------ (000's) Rental income $ 30,051 $ 22,608 $ 7,443 33% Interest income 6,787 8,945 (2,158) (24%) Commitment fees and other income 557 890 (333) 37% Prepayment fees - 134 (134) (100%) -------------- -------------- -------- -------- Total $ 37,395 $ 32,577 $ 4,818 15% ============== ============== ======== ====== For the three months ended March 31, 2002, the Company generated increased rental income as a result of the acquisition of properties for which the Company receives rent. This offset a reduction in interest income due to the repayment of mortgage loans. Commitment fees and other income decreased primarily as a result of the completion of construction projects. 9 Expenses were comprised of the following: Three months ended Change ------------------ --------------------- March 31, 2002 March 31, 2001 $ % -------------- -------------- --------- ---------- (000's) Interest expense $ 9,742 $ 8,112 $ 1,630 20% Loan expense 577 375 202 54% Provision for depreciation 8,677 6,786 1,891 28% Provision for losses 250 250 - -% General and administrative expenses 2,261 1,851 410 22% -------------- -------------- --------- ---------- Total $ 21,507 $ 17,374 $ 4,133 24% ============== ============= ========= ========== The increase in interest expense was primarily due to the issuance of $175,000,000 in senior unsecured notes in August, 2001. This was offset by lower average borrowings on the Company's lines of credit and lower interest rates. In addition, there was a reduction in the amount of capitalized interest offsetting interest expense. The Company capitalizes certain interest costs associated with funds used to finance the construction of properties owned directly by the Company. The amount capitalized is based upon the borrowings outstanding during the construction period using the rate of interest which approximates the Company's cost of financing. There was no capitalized interest for the three-month period ended March 31, 2002 as compared with $334,000 for the same period in 2001. The provision for depreciation increased over the comparable periods in 2001 primarily as a result of additional investments in properties owned directly by the Company. General and administrative expenses as a percentage of revenues for the three-month period were 6.05% as compared with 5.68% for the same period in 2001. As a result of the various factors mentioned above, net income available to common shareholders for the three-month period was $12,511,000 or $0.37 per diluted share, as compared with $11,827,000, or $0.41 per diluted share for the comparable periods in 2001. 10 STATEMENT REGARDING FORWARD LOOKING DISCLOSURE This report on Form 10-Q of the Company may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern the possible expansion of our portfolio; the performance of our operators and properties; our ability to obtain new viable tenants for properties which we take back from financially troubled tenants, if any; our ability to make distributions; our policies and plans regarding investments, financings and other matters; our tax status as a real estate investment trust; our ability to appropriately balance the use of debt and equity; and our ability to access capital markets or other sources of funds. When we use words such as "believes", "expects", "anticipates", or similar expressions, we are making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Our expected results may not be achieved, and actual results may differ materially from our expectations. This may be a result of various factors, including: the status of the economy; the status of capital markets, including prevailing interest rates; compliance with and changes to regulations and payment policies within the health care industry; changes in financing terms; competition within the health care and senior housing industries; and changes in federal, state and local legislation. Finally, we assume no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements." ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates. The Company seeks to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings to the extent possible. The following section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates. The Company historically borrows on its revolving lines of credit to make acquisitions or to finance the construction of health care facilities. Then, as market conditions dictate, the Company will issue equity or long-term fixed rate debt to repay the borrowings under the revolving lines of credit. A change in interest rates will not affect future earnings or cash flow on our fixed rate debt. Interest rate changes, however, will affect the fair value of such debt. A 1% increase in interest rates would result in a decrease in fair value of the Company's Senior Unsecured Notes by approximately $15 million at March 31, 2002. Changes in the interest rate environment upon maturity of this fixed rate debt could have an affect on the future cash flows and earnings of the Company, depending on whether the debt is replaced with other fixed rate debt, with variable rate debt, with equity or by the sale of assets. A change in interest rates will not affect the fair value of the Company's variable rate debt, including its unsecured and secured revolving credit arrangements. At March 31, 2002, a 1% increase in interest rates related to this variable rate debt and assuming no changes in outstanding balances, would result in increased annual interest expense of $1,110,000. The Company is subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The majority of the Company's borrowings were completed pursuant to indentures or contractual agreements which limit the amount of indebtedness the Company may incur. Accordingly, in the event that the Company is unable to raise additional equity or borrow money because of these limitations, the Company's ability to acquire additional properties may be limited. From time to time, the Company's variable interest rate debt may exceed its variable interest rate assets, presenting an exposure to rising interest rates. The Company may or may not elect to use financial derivative instruments to hedge variable interest rate exposure. Such decisions are principally based on the Company's policy to match its variable rate investments with comparable borrowings, but is also based on the general trend in interest rates at the applicable dates and the Company's perception of future volatility of interest rates. 11 PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION ----------------- On April 10, 2002, the Company issued a press release announcing investments of $101.7 million for first quarter. On April 16, 2002, the Company issued a press release announcing declaration of regular dividend. On May 2, 2002, the Company issued a press release announcing earnings results for first quarter. On May 3, 2002, the Company issued a press release anncouncing the promotion of Ray Braun to President. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits 10.1 Amendment No. 4 to Loan Agreement dated as of April 15, 2002 by and among Health Care REIT, Inc., its subsidiaries, the banks signatory thereto and Key Corporate Capital Inc. 99.1 Press release dated April 10, 2002. 99.2 Press release dated April 16, 2002. 99.3 Press release dated May 2, 2002. 99.4 Press release dated May 3, 2002. (b) Form 8-K filed on February 22, 2002. Form 8-K filed on February 26, 2002. 12 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 thereunto duly authorized. HEALTH CARE REIT, INC. Date: May 7, 2002 By: /S/ GEORGE L. CHAPMAN ------------------------ ------------------------------------------------ George L. Chapman, Chairman and Chief Executive Officer Date: May 7, 2002 By: /S/ RAYMOND W. BRAUN ----------------------- ------------------------------------------------ Raymond W. Braun, President and Chief Financial Officer Date: May 7, 2002 By: /S/ MICHAEL A. CRABTREE ----------------------- ------------------------------------------------ Michael A. Crabtree, Chief Accounting Officer 13 EXHIBIT INDEX ------------- The following documents are included in this Form 10-Q as Exhibits: DESIGNATION NUMBER UNDER ITEM 601 OF REGULATION S-K EXHIBIT DESCRIPTION -------------- ------------------- 10.1 Amendment No. 4 to Loan Agreement dated as of April 15, 2002 by and among Health Care REIT, Inc., its subsidiaries, the banks signatory thereto and Key Corporate Capital Inc. 99.1 Press release dated April 10, 2002. 99.2 Press release dated April 16, 2002. 99.3 Press release dated May 2, 2002. 99.4 Press release dated May 3, 2002. 14