FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] AMENDMENT NO. 1 TO THE QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Health Care REIT, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 34-1096634
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One SeaGate, Suite 1950, Toledo, Ohio 43604
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(Address of principal executive office) (Zip Code)
(419) 247-2800
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(Registrant's telephone number, including area code)
___________________________________________________________________
(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 the latest practicable
date.
Class: Shares of Common Stock, $1.00 par value
Outstanding 11,649,725 shares
<PAGE>
FORM 10-Q/A
AMENDMENT NO. 1 TO QUARTERLY REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
HEALTH CARE REIT, INC.
The undersigned registrant hereby amends the following
items, financial statements, or other portions of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995.
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS (Unaudited)
HEALTH CARE REIT, INC. AND SUBSIDIARY
<TABLE>
March 31 December 31
1995 1994
(Unaudited) Audited
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ASSETS
Real Estate Related Investments:
Loans receivable:
Mortgage loans $231,122,105 $230,781,805
Construction and other short-term loans 24,628,455 17,073,652
Working capital loans to related parties 6,375,163 7,068,254
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262,125,723 254,923,711
Investment in operating-lease properties 56,841,913 57,231,651
Investment in direct financing leases 11,369,894 11,427,721
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330,337,530 323,583,083
Less allowance for losses 5,150,000 5,150,000
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NET REAL ESTATE RELATED INVESTMENTS 325,187,530 318,433,083
Other Assets:
Deferred loan expenses 2,445,429 2,469,260
Investments 532,000
Cash and cash equivalents 647,286 935,449
Receivables and other assets 2,286,399 2,264,197
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5,911,114 5,668,906
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$331,098,644 $324,101,989
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LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Borrowings under line of credit arrangements $ 76,300,000 $ 70,900,000
Other long-term obligations 57,178,748 57,372,790
Accrued expenses and other liabilities 8,386,728 6,649,424
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TOTAL LIABILITIES 141,865,476 134,922,214
Shareholders' Equity:
Preferred Stock, $1.00 par value:
Authorized - 10,000,000 shares in 1995
Issued and outstanding - none
Common Stock, $1.00 par value:
Authorized - 40,000,000 shares
Issued and outstanding - 11,649,725 in
1995 and 11,595,115 in 1994 11,649,725 11,595,115
Capital in excess of par value 162,192,064 161,086,758
Undistributed net income 15,391,379 16,497,902
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TOTAL SHAREHOLDERS' EQUITY 189,233,168 189,179,775
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$331,098,644 $324,101,989
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</TABLE>
See notes to financial statements
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
HEALTH CARE REIT, INC. AND SUBSIDIARY
<TABLE>
Three Months Ended
March 31
1995 1994
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<S>
Gross income:
Interest and other income $ 7,526,250 $ 5,236,096
Operating leases:
Rents 1,541,609 1,149,753
Direct financing leases:
Lease income 382,164 1,685,742
Gain on exercise of options 192,275
Loan and commitment fees 174,970 177,373
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9,624,993 8,441,239
Expenses:
Interest:
Senior notes and other long-
term obligations 1,455,976 1,545,209
Line of credit arrangements 1,668,373 528,954
Loan expense 185,689 74,243
Management fees 645,658 643,054
Provision for depreciation 389,738 301,937
Other operating expenses 414,594 363,592
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4,760,028 3,456,989
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NET INCOME $ 4,864,965 $ 4,984,250
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Average number of shares outstanding 11,619,386 11,467,040
Net income per share $ .42 $ .43
Dividends per share .515 .495
</TABLE>
See notes to financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
HEALTH CARE REIT, INC. AND SUBSIDIARY
<TABLE>
Three Months Ended
March 31
1995 1994
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<S>
OPERATING ACTIVITIES:
Net income $ 4,864,965 $ 4,984,250
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of loan and organization
expenses 186,228 74,782
Provision for depreciation 389,738 301,937
Loan and commitment fees earned less
than cash received 242,086 368,187
Direct financing lease income less
than cash received 57,827 460,254
Interest income (in excess of) less
than cash received (45,863) 103,012
Increase in accrued expenses and
other liabilities 1,495,218 935,322
Increase in other receivables and
prepaid items (22,741) (332,458)
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NET CASH PROVIDED FROM OPERATING ACTIVITIES 7,167,458 6,895,286
INVESTING ACTIVITIES:
Proceeds from exercise of lease purchase
options 1,610,393
Purchase of investments (532,000)
Investment in loans receivable (10,063,758) (33,390,720)
Investment in operating-lease properties (7,263,353)
Investment in direct financing leases (1,300,000)
Principal collected on loans 2,907,609 4,354,536
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NET CASH USED IN INVESTING ACTIVITIES (7,688,149) (35,989,144)
FINANCING ACTIVITIES:
Long-term borrowings under line of credit
arrangements 27,700,000 42,100,000
Principal payments on long-term borrowings
under line of credit arrangements (22,300,000) (12,800,000)
Net proceeds from the issuance of shares 1,159,916 1,108,337
Principal payments on other long-term
obligations (194,042) (172,006)
Increase in deferred loan expense (161,858) (50,200)
Cash distributions to shareholders (5,971,488) (5,665,897)
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NET CASH PROVIDED FROM FINANCING ACTIVITIES 232,528 24,520,234
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Decrease in cash and cash equivalents (288,163) (4,573,624)
Cash and cash equivalents at beginning of
period 935,449 4,896,314
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 647,286 $ 322,690
============ ============
Supplemental Cash Flow Information --
Interest Paid $ 1,680,853 $ 1,023,582
============ ============
</TABLE>
See notes to financial statements
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
HEALTH CARE REIT, INC. AND SUBSIDIARY
<TABLE>
Three Months Ended
March 31
1995 1994
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Balances at beginning of period $189,179,775 $184,131,828
Net income 4,864,965 4,984,250
Proceeds from issuance of shares under the
dividend reinvestment plan - 54,610 in
1995 and 47,980 in 1994 1,159,916 1,108,337
Cash dividend paid (5,971,488) (5,665,897)
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Balances at end of period $189,233,168 $184,558,518
============ ============
</TABLE>
( ) Denotes deduction
See notes to financial statements
<PAGE>
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
HEALTH CARE REIT, INC. AND SUBSIDIARY
Note A - Basis of Presentation
------------------------------
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles 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
generally accepted accounting principles 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, 1995 are not necessarily an indication of
the results that may be expected for the year ended December 31,
1995. 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, 1994.
Net income per share has been computed by dividing net
income by the average number of shares outstanding.
Note B - Investments
--------------------
During the first quarter of 1995, the Company purchased
common stock in a privately held company. This investment does not
have a readily determinable fair value. Accordingly, this
investment is recorded at the lower of cost or estimated net
realizable value.
Note C - Contingencies
----------------------
As disclosed in the financial statements for the year ended
December 31, 1994, the Company was contingently liable for certain
obligations amounting to approximately $20,175,000. No significant
change in these contingencies has occurred as of March 31, 1995.
