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 June 30, 1995
-----------------------------------
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.
___________________________________________________________________
(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 1950, 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 the latest practicable
date.
Class: Shares of Common Stock, $1.00 par value
Outstanding 11,695,832 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 June 30, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 5. OTHER INFORMATION
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
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During the first half of 1995, the Company's net cash
proceeds from operating activities was approximately $10,989,000,
a decline of $4,428,000 from the same period in 1994. This decline
was principally attributable to the lack of gain on exercise of
options in the first six months of 1995 versus $3,722,000 of such
gains in the first six months of 1994. (See "Results of
Operations" below for further discussion.)
During the first half of 1995, the Company financed five
mortgage loans for a total of $30,468,000 with initial interest
rates ranging from 9.77% to 12.31%, and initial terms of seven to
ten years. All such loans have rollover provisions after the
initial term. These loans included two community hospitals and
three nursing homes. In addition, the Company advanced
approximately $18,843,000 for 14 construction loans, most of which
are for new facilities. During the first half of 1995, two of the
construction loans were converted to permanent financings. The
above loan activity, plus changes in working capital loans and
principal repayments, were the reasons net loans increased
approximately $46,836,000, and net cash used in investing
activities was approximately $48,589,000.
The Company's working capital loans, all to related parties,
are expected to continue to slowly decline as the underlying
projects continue to improve their financial performance and
thereby pay down these loans.
In the first quarter of 1995, the Company paid $532,000 for
common stock in a privately held company with which the Company has
several mortgage loans and operating-lease transactions. The
investment was made as a result of warrants granted to the Company
when it provided the mortgage loan and operating-lease financing.
This investment represented less than 1% of the invested company's
equity.
Since December 31, 1994, borrowings under line of credit
arrangements increased $48,200,000 to $119,100,000 due to the
investment activity discussed above. The Company's weighted
average interest rate on its line of credit arrangements at June
30, 1995 was 7.98% (see "Results of Operations" below for further
discussion of interest rates). As of June 30, 1995, the Company
had approximately $132,400,000 in unfunded commitments and total
available funding sources of $60,900,000. The Company believes
that funds provided from operating activities, together with funds
from loan repayments and equity and debt issuances, will be
sufficient to meet current operating requirements.
During the first half of 1995, the Company received
approximately $2,043,000 from the sale of its shares under the
dividend reinvestment and incentive stock option plans. The
borrowings under the line of credit arrangements plus the proceeds
from the dividend reinvestment and incentive stock option plans,
less dividends paid, were the principal reasons that net cash
provided from financing activities was approximately $37,300,000.
Results of Operations
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Gross income for the first half of 1995 was $19,302,519 or
8.8% less than the first half of 1994. Interest income on loans
receivable increased approximately $3,593,000, and operating lease
rents increased approximately $600,000 while direct financing lease
income and gain on exercise of options declined approximately
$5,873,000. The increase in interest income on loans receivable
and operating lease rents is attributable to the growth in the loan
and operating-lease portfolios, a trend which the Company
anticipates will continue. The decrease in direct financing lease
income and gain on exercise of options is a reflection of other
long-term trends which should also continue due to the greater
market acceptance of mortgage loans and operating leases.
In the first half of 1994, gross income included $3,721,797
in gains on exercise of options. However, there were no such gains
for the comparable period in 1995. Future gains on exercise of
options are anticipated to be modest since the Company has only six
remaining direct financing lease investments which total
approximately $11,332,000.
Net income totalled $9,502,155 in the first half of 1995,
versus $12,784,107 for the comparable period in 1994. The decrease
in net income was reflected in the $.82 per share earned in the
first half of 1995 versus $1.11 per share earned in the first half
of 1994. Major contributing factors for the decrease were the
absence of gains on exercise of options in 1995 (discussed above)
and a tightening of the Company's net interest margin, as explained
below.
During the first six months of 1995, average earnings on
assets increased 13 basis points versus the first half of 1994
excluding gains. However, in the second quarter, average earnings
on assets declined 19 basis points versus the second quarter of
1994. The decline in average earnings on assets was caused by
placing three loans on non-accrual status (discussed below) during
the first quarter of 1995 and the general decline in interest rates
during the last three quarters. During the same six-month periods,
the Company experienced a 98 basis point increase in its average
cost of borrowing. This was primarily due to new borrowings
predominantly at the prime rate which has not declined as quickly
as U.S. Treasury rates used for new investments. However, the
Company's average cost of borrowing declined in the second quarter
of 1995 over the first quarter of 1995, a trend that is expected to
continue through 1995. These trends resulted in a tightening of
its interest rate margin, both for the second quarter and on a
year-to-date basis.
The Company is increasing the use of its LIBOR interest rate
pricing option, which is available on its primary line of credit.
This interest rate pricing option has historically been less
expensive than prime interest rate. Therefore, the greater
utilization of LIBOR should favorably affect the average cost of
debt.
Lastly, the Company's net income was affected by the average
quarter-end debt to equity ratio of .81 to 1 in 1995 versus .63 to
1 in the first half of 1994. The increase in debt had the effect
of increasing the Company's interest related expense.
The Company is continuing its efforts to consummate the
merger of First Toledo Advisory Company with and into the Company.
Through June 30, 1995, the Company has incurred $660,000 of costs
which it will expense in the third quarter, along with any
additional costs.
In January 1995, the Company filed a lawsuit for collection
of past due interest and principal of approximately $1,994,000
related to a nursing home in Detroit, Michigan. In March of 1995,
the Company filed two lawsuits in Florida to collect past due
interest and principal on a mortgage loan secured by two behavioral
care facilities. In connection with the March filing, the Company
presented for payment and received $1,125,000 on a letter of credit
securing the Florida mortgage loan. After application of the
letter of credit proceeds, the Company's carrying value of the
Florida mortgage loan is approximately $13,468,000. Each of these
loans was put on non-accrual status effective the beginning of the
month the respective lawsuits were filed. Each of the debtors is
in Chapter 11 bankruptcy. During 1994, the Company recognized
approximately $2,155,000 interest income on these three loans.
During that year, the Detroit, Michigan obligor paid 12 monthly
interest payments, and the Florida obligor paid 11 monthly interest
payments. Until the lawsuits are settled, the Company's net income
and cash flow from operating activities will be adversely affected.
The Company is aggressively proceeding against the
borrowers; however, bankruptcy proceedings proceed slowly. The
Company has evaluated its allowance for losses and believes that
the allowance is adequate, based on the information presently
available.
Item 5. Other Information
On April 19, 1995, the Company issued a press release in
which it announced, among other things, that the Board of Directors
voted to pay a quarterly cash dividend of $.52 payable to
shareholders of record on May 5, 1995, and that net income was
$.42, a decrease of $.01 from the first quarter of 1994. None of
the declared distribution constitutes return of capital on a GAAP
basis since the Company's undistributed net income was $13,963,359
at June 30, 1995.
On May 9, 1995, the Company issued a press release in which
it announced, among other things, that the Board of Directors had
approved revised terms of the acquisition of First Toledo Advisory
Company, the manager of the Company. The transaction described
herein is subject to definitive agreements, stockholder approval,
other customary conditions and accounting for the acquisition under
the pooling of interests method.
