<PAGE>
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 (Date of earliest event reported): April 16, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-8895 33-0091377
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
4675 MacArthur Court, 9th Floor, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
(949) 221-0600
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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PRESS RELEASE ON EARNINGS AND FUNDS FROM OPERATIONS FOR THE QUARTER ENDED MARCH
31, 1998
On April 16, 1998, Health Care Property Investors, Inc. (the "Company")
issued a press release announcing the Company's operating results for the
quarter ended March 31, 1998.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
1.1 Press Release, dated April 16, 1998, of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
Dated: April 23, 1998
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ Edward J. Henning
---------------------------------
Name: Edward J. Henning
Title: Senior Vice President,
General Counsel and
Corporate Secretary
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EXHIBIT INDEX
1.1 Press Release, dated April 16, 1998, of the Company.
<PAGE>
EXHIBIT 1.1
PRESS RELEASE Contact: Kenneth B. Roath
- ------------- James G. Reynolds
HEALTH CARE PROPERTY INVESTORS, INC.
REPORTS EARNINGS AND RECORD FUNDS FROM OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 1998
NEWPORT BEACH, CALIFORNIA, April 16, 1998 -- Health Care Property Investors,
Inc. (NYSE/HCP) announced today its operating results for the quarter ended
March 31, 1998. Funds From Operations (FFO), the generally accepted measure of
real estate investment trust operating performance, reached a record level of
$22,714,000 or $0.75 per share of common stock for the three months ended March
31, 1998, up from $20,362,000, or $0.71 per share in the first quarter of the
prior year, representing a 5.6% increase in the per share amounts. The Company
defines FFO in accordance with the definition prescribed by the National
Association of Real Estate Investment Trusts, as net income applicable to common
shares, before gains (or losses) from debt restructuring and sales of property,
plus real estate depreciation and real estate related amortization.
Net Income applicable to common shares for the three months ended March 31, 1998
totaled $16,297,000 or $0.54 of basic earnings per share of common stock on
revenue of $36,334,000 as compared to Net Income applicable to common shares of
$17,119,000 or $0.60 of basic earnings per share of common stock on revenue of
$30,867,000 for the three months ended March 31, 1997. Included in Net Income
applicable to common shares and basic earnings per share for the quarter ended
March 31, 1997 is a Gain on the Sale of Real Estate Properties of $2,047,000 or
$0.07 per share of common stock.
<PAGE>
Comparing the results for the three months ended March 31, 1998 with the
corresponding period of the prior year, Kenneth B. Roath, Chairman and Chief
Executive Officer of the Company, noted that the increased level of FFO and
earnings is the result of approximately $262,000,000 and $42,000,000 of new
investments during 1997 and for the three months ended March 31, 1998, and
growth in revenue from the existing portfolio, offset, in part, by lower revenue
on facility rollovers.
Base Rental Income increased $4,167,000 to $26,078,000 primarily as a result of
the new investments discussed above. Interest and Other Income increased
$1,202,000 to $4,845,000 from growth in the equity investments and from an
increase in income from the operations of seven medical office buildings
purchased during 1997. There were $797,000 in related facility operating
expenses on these medical office buildings recorded during the first quarter of
1998. These medical office buildings are operated by property management
companies on behalf of the Company. These positive effects were moderated by an
increase in Depreciation/Noncash charges of $1,188,000 to $7,422,000
attributable directly to the acquisition activity during 1997 and early 1998,
and an increase in Interest Expense of $855,000 to $7,617,000 due to increased
borrowings utilized to finance recent acquisitions.
Health Care Property Investors, Inc.'s investment portfolio as of March 31,
1998, includes 251 facilities in 40 states. The Company's investments include
139 long-term care facilities, 75 congregate care and assisted living
facilities, eight acute care hospitals, six freestanding rehabilitation
hospitals, 19 medical office buildings, three physician clinics and one
psychiatric care center. The Company is an equity-oriented real estate
investment trust which invests directly or through joint ventures in health care
related facilities.
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<PAGE>
Kenneth B. Roath (714) 221-0600
James G. Reynolds
HEALTH CARE PROPERTY INVESTORS, INC.
Summary Quarterly Results
For the Quarter Ended March 31, 1998
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1998 1997
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<S> <C> <C>
Revenue $36,334 $30,867
Net Income Applicable to Common Shares $16,297 $17,119(1)
Basic Earnings Per Common Share $0.54 $0.60(1)
Diluted Earnings Per Common Share $0.54 $0.59(1)
Weighted Average Shares Outstanding 30,237 28,701
- ----------------------------------------------------------------------------------------------------
Funds From Operations $22,714 $20,362
Basic Funds From Operations Per Share $0.75 $0.71
Diluted Funds From Operations Per Share $0.73 $0.69
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</TABLE>
(1) Includes $2,047 or $0.07 of basic earnings per share and $0.06 of diluted
earnings per share from Gain on Sale of Real Estate Properties during 1997.
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HEALTH CARE PROPERTY INVESTORS, INC.
Supplementary Financial Information
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
(Unaudited) (Dollar amounts in thousands) 1998 1997
--------- -----------
<S> <C> <C>
Assets
Real Estate Investments
Buildings and Improvements $ 859,507 $ 837,857
Accumulated Depreciation (177,196) (170,502)
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682,311 667,355
Construction in Progress 7,998 19,627
Land 100,942 99,520
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791,251 786,502
Loans Receivable 127,003 125,381
Investments in and Advances to Partnerships 33,150 14,241
Other Assets 11,600 10,756
Cash and Cash Equivalents 3,185 4,084
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Total Assets $ 966,189 $ 940,964
========= =========
Liabilities and Stockholders' Equity
Bank Notes Payable $ 82,000 $ 66,900
Senior Notes Payable 284,970 275,023
Convertible Subordinated Notes due 2000 100,000 100,000
Mortgage Notes Payable 10,582 10,935
Accounts Payable, Accrued Expenses and Deferred Income 26,751 23,492
Minority Interests in Partnerships 21,479 22,345
Stockholders' Equity:
Preferred Stock 57,810 57,810
Common Stock 30,246 30,216
Additional Paid-In Capital 410,093 408,924
Cumulative Net Income 462,237 444,759
Cumulative Dividends (519,979) (499,440)
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Total Stockholders' Equity 440,407 442,269
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Total Liabilities and Stockholders' Equity $ 966,189 $ 940,964
========= =========
</TABLE>
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HEALTH CARE PROPERTY INVESTORS, INC.
Supplementary Financial Information
CONSOLIDATED STATEMENTS OF INCOME AND
FUNDS FROM OPERATIONS
<TABLE>
<CAPTION>
(Unaudited) (Amounts in thousands, Three Months
except per share amounts) Ended March 31,
-----------------------
1998 1997
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<S> <C> <C>
Revenue
Base Rental Income $26,078 $21,911
Additional Rental and Interest Income 5,411 5,313
Interest and Other Income 4,845 3,643
36,334 30,867
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Expense
Interest Expense 7,617 6,762
Depreciation/Noncash Charges 7,422 6,234
Facility Operating Expenses 797 -
Other Expenses 1,872 1,781
17,708 14,777
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Income From Operations 18,626 16,090
Minority Interests (1,148) (1,018)
Gain on Sale of Real Estate Properties - 2,047
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Net Income $17,478 $17,119
Dividends to Preferred Stockholders 1,181 -
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Net Income Applicable to Common Shares 16,297 17,119
Real Estate Depreciation 6,645 5,482
Partnership Adjustments (228) (192)
Gain on Sale of Real Estate Properties - (2,047)
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Funds From Operations $22,714 $20,362
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Basic Earnings Per Common Share $ 0.54 $ 0.60
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Diluted Earnings Per Common Share $ 0.54 $ 0.59
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Weighted Average Shares Outstanding 30,237 28,701
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</TABLE>
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HEALTH CARE PROPERTY INVESTORS, INC.
Supplementary Financial Information for Three Months Ended March 31, 1998
(Dollar amounts in thousands, except for Investment per Square Foot)
PORTFOLIO OVERVIEW
PORTFOLIO BY TYPE
<TABLE>
<CAPTION>
# of # of # of Investment Investment
Properties Investment(1),(3) Beds/Units Sq. Ft. Per Bed/Unit(2) Per Sq. Ft.(2)
---------- ----------------- ---------- ---------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Grand Total 251 $1,148,268 24,954 12,274,000 -- --
Long-Term Care Facilities (4) 140 449,884 16,993 4,840,000 26 93
Congregate Care/ 75 340,037 6,474 4,662,000 57 77
Assisted Living Facilities
Acute Care Hospitals 8 102,128 1,012 887,000 101 115
Rehabilitation Hospitals 6 74,878 475 493,000 158 152
Medical Office Buildings 19 132,433 -- 955,000 -- 139
Physician Group Practice Clinics 3 48,908 -- 437,000 -- 112
</TABLE>
(1) Includes joint venture investments and incorporates all partners' assets.
(2) Investment per bed/unit/square foot. Excludes projects under construction.
(3) Includes 15,141 of construction in progress and related land purchases.
(4) Includes one Psychiatric Care Facility.
<TABLE>
<CAPTION>
Revenue Percentage
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<S> <C> <C>
Grand Total $149,551(5) 100.0%
Long-Term Care Facilities (4) 66,136 44.2%
Congregate Care/
Assisted Living Facilities 35,004 23.4%
Acute Care Hospitals 14,236 9.5%
Rehabilitation Hospitals 12,278 8.2%
Medical Office Buildings 16,882 11.3%
Physician Group Practice Clinics 5,015 3.4%
</TABLE>
(5) Annualized rental and interest income on total investments above.
PORTFOLIO BY OPERATOR
<TABLE>
<CAPTION>
Revenue Percentage
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<S> <C> <C>
Grand Total (61 Operators) $149,551 100.0%
Vencor, Inc. (6) 23,085 15.5%
HealthSouth Corporation 12,277 8.2%
Emeritus Corporation 11,044 7.4%
Beverly Enterprises, Inc. 9,585 6.4%
Tenet Healthcare Corporation 8,941 6.0%
Columbia/HCA Healthcare Corporation 7,982 5.3%
Other Publicly Traded Operators (10 Operators) 23,501 15.7%
Non Public Operators 53,136 35.5%
</TABLE>
(6) Guaranteed by Tenet.
<PAGE>
HEALTH CARE PROPERTY INVESTORS, INC.
Supplementary Financial Information as of March 31, 1998
(Dollar amounts in thousands)
PORTFOLIO BY STATE
<TABLE>
<CAPTION>
Revenues(1) Percentage
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<S> <C> <C>
Grand Total $149,551 100.0%
California 25,928 17.3%
Texas 21,460 14.3%
Florida 11,708 7.8%
Louisiana 9,182 6.1%
Indiana 6,936 4.6%
Ohio 6,732 4.5%
Arkansas 6,668 4.5%
Tennessee 5,708 3.8%
North Carolina 5,363 3.6%
Other (31 States) 49,866 33.5%
</TABLE>
RENEWAL INFORMATION
<TABLE>
<CAPTION>
Lease Expirations and
Year Mortgage Maturities
---- ----------------------------------
Revenues(1),(2) Percentage
--------------- ----------
<S> <C> <C>
Grand Total $138,839 100.0%
1998 9,176 6.6%
1999 19,360 13.9%
2000 10,986 7.9%
2001 16,895 12.2%
2002 9,723 7.0%
Thereafter 72,699 52.4%
</TABLE>
(1) Annualized rental and interest income on total investments above. For
renewal information only, the revenues exclude seven multi-tenant medical
office buildings purchased by the Company during November and December 1997.
(2) This column includes the revenue impact by year and the total annualized
rental and interest income associated with the properties subject to lease
expiration, lessees' renewal options and/or purchase options, and mortgage
maturities.
OTHER KEY INFORMATION
<TABLE>
<S> <C>
Cash Flow Coverage of All Rents and Mortgage Payments After Operator Management Fees (3) 1.8
Cash Flow Coverage of All Rents and Mortgage Payments Before Operator Management Fees (3) 2.1
Selected Occupancy Data: (excludes start-up operations)
Long-Term Care Facilities 85%
Congregate Care/Assisted Living Facilities 83%
Acute Care Hospitals 44%
Rehabilitation Hospitals 74%
Letters of Credit $40,500
First Quarter 1998 Retained Funds From Operations $ 3,356
Inception-to-Date of Funds From Operations Retained $99,376
Inception-to-Date Percent of Funds From Operations Retained 16.1%
</TABLE>
(3) Excludes medical office buildings, physician group practice clinics and
newly completed facilities under start up.
