<PAGE> 1
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 SEPTEMBER 30, 2000
------------------------------------------------
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 October 27, 2000.
Class: Shares of Common Stock, $1.00 par value
Outstanding 28,693,011 shares
<PAGE> 2
HEALTH CARE REIT, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - September 30, 2000
and December 31, 1999 3
Consolidated Statements of Income - Three
and nine months ended September 30, 2000 and 1999 4
Consolidated Statements of Shareholders'
Equity - Nine months ended September 30, 2000
and 1999 5
Consolidated Statements of Cash Flows -
Nine months ended September 30, 2000 and 1999 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 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
EXHIBIT INDEX 13
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
(UNAUDITED) (NOTE)
----------- -----------
<S> <C> <C>
ASSETS (IN THOUSANDS)
Real estate investments:
Real property owned:
Land $ 71,289 $ 73,234
Buildings & improvements 739,437 730,337
Construction in progress 23,744 58,954
----------- -----------
834,470 862,525
Less accumulated depreciation (46,820) (35,746)
----------- -----------
Total real property owned 787,650 826,779
Loans receivable
Real property loans 314,570 401,019
Subdebt investments 27,551 19,511
----------- -----------
342,121 1,247,309
Less allowance for loan losses (6,337) (5,587)
----------- -----------
Net real estate investments 1,123,434 1,241,722
Other Assets:
Equity investments 5,556 6,713
Cash and cash equivalents 3,516 2,129
Deferred loan expenses 3,065 3,311
Receivables and other assets 26,712 17,296
----------- -----------
38,849 29,449
----------- -----------
TOTAL ASSETS $ 1,162,283 $ 1,271,171
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Borrowings under line of credit obligations $ 118,850 $ 177,500
Senior unsecured notes 255,000 290,000
Secured debt 64,867 71,342
Accrued expenses and other liabilities 20,554 25,333
----------- -----------
TOTAL LIABILITIES 459,271 564,175
Shareholders' equity:
Preferred stock 150,000 150,000
Common stock 28,691 28,532
Capital in excess of par value 526,307 524,204
Undistributed net income 2,001 8,883
Accumulated other
comprehensive income (loss) (715) 593
Unamortized restricted stock (3,272) (5,216)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 703,012 706,996
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,162,283 $ 1,271,171
=========== ===========
</TABLE>
NOTE: The consolidated balance sheet at December 31, 1999 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to unaudited consolidated financial statements
-3-
<PAGE> 4
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
------------------------- -------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES:
Rental income $ 22,266 $ 19,554 $ 65,984 $ 51,828
Interest income 9,695 12,419 31,408 36,502
Commitment fees and other income 1,390 1,280 4,657 4,898
Prepayment fees 0 907 57 1,565
-------- -------- -------- --------
Total revenues 33,351 34,160 102,106 94,793
EXPENSES:
Interest expense 8,411 7,733 26,093 18,682
Loan expense 276 242 879 660
Provision for depreciation 5,985 4,608 16,558 12,614
Provision for losses 250 150 750 450
General and administrative expenses 1,823 1,881 5,654 5,427
-------- -------- -------- --------
Total expenses 16,745 14,614 49,934 37,833
-------- -------- -------- --------
Net income before gain on sale of
properties 16,606 19,546 52,172 56,960
Gain on sale of properties 555 0 1,072 703
-------- -------- -------- --------
Net Income 17,161 19,546 53,244 57,663
Preferred stock dividends 3,376 3,351 10,114 9,462
-------- -------- -------- --------
Net Income Available to
Common Shareholders $ 13,785 $ 16,195 $ 43,130 $ 48,201
======== ======== ======== ========
Average number of common shares outstanding:
Basic 28,507 28,196 28,460 28,141
Diluted 28,650 28,418 28,603 28,403
Net income per share:
Basic $ 0.48 $ 0.57 $ 1.52 $ 1.71
Diluted 0.48 0.57 1.51 1.70
Dividends declared and paid per
common share $ 0.585 $ 0.570 $ 1.750 $ 1.695
</TABLE>
See notes to unaudited consolidated financial statements
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<PAGE> 5
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Nine months ended September 30, 2000
--------------------------------------------------------------------------------------------
Capital In Unamortized Accum. Other
Preferred Common Excess of Restricted Undistributed Comprehensive
In thousands Stock Stock Par Value Stock Net Income Income Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $150,000 28,532 $524,204 $(5,216) $ 8,883 $ 593 $706,996
Comprehensive income:
Net income 53,244 53,244
Unrealized losses on securities (591) (591)
Foreign currency translation
adjustment (717) (717)
--------
Comprehensive income 51,936
Proceeds from issuance of common
stock from dividend reinvestment and
stock incentive plans, net of 159 2,103 1,085 3,347
forfeitures
Restricted stock amortization 859 859
Cash dividends paid (60,126) (60,126)
-------- ------- -------- -------- ---------- --------- --------
Balance at end of period $150,000 $28,691 $526,307 $(3,272) $ 2,001 $ (715) $703,012
======== ======= ======== ======== ========= ========= ========
<CAPTION>
Nine months ended September 30, 1999
--------------------------------------------------------------------------------------------
Capital In Unamortized Accum. Other
Preferred Common Excess of Restricted Undistributed Comprehensive
Stock Stock Par Value Stock Net Income Income Total
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $75,000 $28,240 $520,692 $(4,589) $ 10,434 $ 3,982 $633,759
Comprehensive income:
Net income 57,663 57,663
Unrealized losses on securities (2,848) (2,848)
--------
Foreign currency translation
adjustment (259) (259)
--------
Comprehensive income 54,556
Proceeds from issuance of common
stock from dividend reinvestment and
stock incentive plans, net of
forfeitures 173 3,820 172 4,165
Proceeds from sale of Preferred 75,000 (2,455) 72,545
Stock
Restricted stock amortization 556 556
Cash dividends paid (57,455) (57,455)
-------- ------- -------- ------- ---------- --------- ---------
Balance at end of period $150,000 $28,413 $522,057 $(3,861) $ 10,642 $ 875 $708,126
======== ======= ======== ======= ========== ========= =========
</TABLE>
See notes to unaudited consolidated financial statements
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<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
2000 1999
-----------------------------
(IN THOUSANDS)
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 53,244 $ 57,663
Adjustments to reconcile net income to net cash
Provision for depreciation 16,751 12,774
Provision for losses 750 450
Amortization 1,737 1,397
Loan and commitment fees earned (more) less than cash received (1,154) 1,001
Direct financing lease income less than cash received -- 60
Rental income in excess of cash received (4,396) (4,983)
Interest and other income in excess of cash received (235) (196)
Increase/(decrease) in accrued expenses and other liabilities (3,623) 2,581
Increase in receivables and other assets (4,554) (881)
--------- ---------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 58,520 69,866
INVESTING ACTIVITIES
Investment in real properties (37,833) (189,541)
Investment in loans receivable (14,478) (47,940)
Other investments, net (10,955) (4,754)
Principal collected on loans 57,147 42,061
Proceeds from sale of properties 107,182 9,255
Other (659) (384)
--------- ---------
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES 100,404 (191,303)
FINANCING ACTIVITIES
Net payments under line of credit arrangements (58,650) 6,550
Principal payments on long-term obligations (41,475) (64)
Net proceeds from the issuance of Common Stock 3,347 3,993
Net proceeds from the issuance of Preferred Stock -- 72,545
Proceeds from issuance of Senior Notes -- 50,000
Proceeds from issuance of Secured Debt -- 54,000
Increase in deferred loan expense (633) (1,622)
Cash distributions to shareholders (60,126) (57,455)
--------- ---------
NET CASH PROVIDED FROM (USED IN)FINANCING ACTIVITIES (157,537) 127,947
--------- ---------
Increase in cash and cash equivalents 1,387 6,510
Cash and cash equivalents at beginning of period 2,129 1,269
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,516 $ 7,779
========= =========
Supplemental Cash Flow Information -- Interest Paid $ 22,774 $ 22,541
========= =========
</TABLE>
See notes to unaudited consolidated financial statements
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<PAGE> 7
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 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 nine months ended September 30, 2000, are
not necessarily an indication of the results that may be expected for the year
ending December 31, 2000. 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, 1999.
NOTE B - REAL ESTATE INVESTMENTS
During the nine months ended September 30, 2000, the Company invested
$14,856,000 in real property, made construction advances of $27,833,000 and
funded $11,012,000 of equity related investments. During the nine months ended
September 30, 2000, the Company sold $107,182,000 of real property, received
principal payments on real estate mortgages of $57,147,000 and had net advances
on working capital loans of $9,674,000.
With respect to the above-mentioned construction advances, funding for
construction in progress in connection with thirteen properties owned directly
by the Company totaled $23,114,000, and funding associated with six construction
loans represented $4,719,000. During the nine months ended September 30, 2000,
six of the construction properties in progress with an investment balance of
$45,506,000 completed the construction phase of the Company's investment process
and were converted to permanent operating leases. Also, during the nine months
ended September 30, 2000, three of the construction loans with an investment
balance of $10,690,000 completed the construction phase of the Company's
investment process and were converted to investments in permanent mortgage
loans.
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. Equity investments include direct investments and marketable
securities. Direct investments are stated at historical cost. At September 30,
2000, direct investments included the preferred stock of one private
corporation, and 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. Marketable securities are stated at market value with unrealized gains
and losses reported in a separate component of shareholders' equity. At
September 30, 2000, marketable securities reflected the market value of the
common stock of two publicly owned corporations which were obtained by the
Company at no cost.
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<PAGE> 8
NOTE D - CONTINGENT LIABILITIES
As disclosed in the financial statements for the year ended December 31, 1999,
the Company was contingently liable for certain obligations amounting to
$11,945,000.
NOTE E - DISTRIBUTIONS PAID TO COMMON SHAREHOLDERS
On February 21, 2000, the Company paid a dividend of $0.58 per share to
shareholders of record on February 1, 2000. This dividend related to the period
from October 1, 1999 through December 31, 1999.
On May 22, 2000, the Company paid a dividend of $0.585 per share to shareholders
of record on May 2, 2000. This dividend related to the period from January 1,
2000 to March 31, 2000.
On August 21, 2000, the Company paid a dividend of $0.585 per share to
shareholders of record on August 1, 2000. This dividend related to the period
from April 1, 2000 to June 30, 2000.
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):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
--------------------------------- -----------------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings per
share-income available to common shareholders $13,785 $16,195 $43,130 $48,201
======= ======= ======= =======
Denominator for basic earnings per share -
weighted average shares 28,507 28,196 28,460 28,141
Effect of dilutive securities:
Employee stock options -- 24 -- 64
Nonvested restricted shares 143 198 143 198
------- ------- ------- -------
Dilutive potential common shares 143 222 143 262
------- ------- ------- -------
Denominator for diluted earnings per share -
adjusted weighted average shares 28,650 28,418 28,603 28,403
======= ======= ======= =======
Basic earnings per share $ 0.48 $ 0.57 $ 1.52 $ 1.71
Diluted earnings per share $ 0.48 $ 0.57 $ 1.51 $ 1.70
</TABLE>
The diluted earnings per share calculation excludes the dilutive effect of
1,813,000 and 932,000 shares for the nine months ended September 30, 2000 and
1999, 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.
NOTE G - NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133 "Accounting for Derivative Investments and Hedging Activities," which is
effective January 1, 2001. Under the Statement, all financial instruments
meeting the definition of a derivative will be carried at fair value. The
Company currently has no derivative instruments nor has engaged in any hedging
activities. As a result, the Company does not anticipate this Statement having
an effect on the Company at this time.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company's net real estate investments totaled
$1,123,434,000, which included 154 assisted living facilities, 47 nursing
facilities, six specialty care facilities and two behavioral 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.
During 1999 and 2000, the underperformance of publicly owned nursing home and
assisted living companies, combined with the much publicized shift in equity
funds flow from income-oriented investments to high-growth opportunities,
impaired the stock valuations of all health care REITs. The availability of
external capital is limited and expensive, constraining new investment activity
and earnings growth. The Company believes the restrictive capital environment
will continue until the prospects for the long-term care industry improve.
In October 1999, the Company announced a $200 million asset divestiture
program, which is proceeding as planned. The Company believes the limited asset
sales and loan prepayments will strengthen the Company's portfolio and generate
liquidity, enhancing the Company's balance sheet. This strategy should position
the Company for new investment and growth opportunities in the future. The
Company has received $161,000,000 in proceeds from these divestitures through
September 30, 2000.
As of September 30, 2000, the Company had a total outstanding debt balance of
$438,717,000 and shareholders' equity of $703,012,000 which represents a debt to
equity ratio of .62 to 1.0, and a debt to total capitalization ratio of .38 to
1.0.
As of September 30, 2000, the Company had an unsecured revolving line of credit
expiring March 31, 2001 in the amount of $175,000,000 bearing interest at the
lender's prime rate or LIBOR plus 1.0%. 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 April 30, 2001. At September 30, 2000, under
the Company's line of credit arrangements, available funding, subject to
customary lending conditions, totaled $81,150,000.
As of September 30, 2000, the Company has effective shelf registrations on file
with the Securities and Exchange Commission under which the Company may issue up
to $380,319,000 of securities including debt, convertible debt, common and
preferred stock. 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.
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<PAGE> 10
RESULTS OF OPERATIONS
Revenues were comprised of the following:
<TABLE>
<CAPTION>
Three months ended Year to date through
--------------------- Change -------------------- Change
Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------
2000 1999 $ % 2000 1999 $ %
-------- -------- -------- ----- -------- -------- -------- ----
(000's)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rental income $ 22,266 $ 19,554 $ 2,712 14% $ 65,984 $ 51,828 $ 14,156 27%
Interest income 9,695 12,419 (2,724) -22% 31,408 36,502 (5,094) -14%
Commitment fees and
other income 1,390 1,280 110 9% 4,657 4,898 (241) -5%
Prepayment fees 0 907 (907) -100% 57 1,565 (1,508) -96%
-------- -------- ------------------- -------- -------- ------------------
Total $ 33,351 $ 34,160 $ (809) -2% $102,106 $ 94,793 $ 7,313 8%
======== ======== =================== ======== ======== ==================
</TABLE>
For the three months ended September 30, 2000 ("the three month period"), the
Company generated increased rental income as a result of the completion of real
property construction projects for which the Company began receiving rent and
the purchase of properties previously financed by the Company. This offset a
reduction in interest income due to the repayment of mortgage loans and the
purchase of properties previously financed by the Company with mortgage loans.
Revenue growth for the nine months ended September 30, 2000 ("the year-to-date
period"), resulted primarily from the completion of real property construction
projects for which the Company began receiving rent.
Expenses were comprised of the following:
<TABLE>
<CAPTION>
Three months ended Year to date through
--------------------- Change -------------------- Change
Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------
2000 1999 $ % 2000 1999 $ %
-------- -------- -------- ----- -------- -------- -------- ----
(000's)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest expense $ 8,411 $ 7,733 $ 678 9% $ 26,093 $ 18,682 $ 7,411 40%
Loan expense 276 242 34 14% 879 660 219 33%
Provision for
depreciation 5,985 4,608 1,377 30% 16,558 12,614 3,944 31%
Provision for losses 250 150 100 67% 750 450 300 67%
General and
admin. expenses 1,823 1,881 (58) -3% 5,654 5,427 227 4%
-------- -------- ------------------- ------- -------- ------------------
Total $ 16,745 $ 14,614 $ 2,131 15% $ 49,934 $ 37,833 $12,101 32%
======== ======== =================== ======== ======== ==================
</TABLE>
The increase in interest expense for the 2000 periods were primarily due to
higher average interest rates on the Company's lines of credit and secured debt
and 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. Capitalized interest for the three month and year-to-date
periods totaled $603,000, and $1,913,000, respectively, as compared with
$2,777,000 and $7,054,000 for the same periods in 1999.
The provision for depreciation increased over the comparable periods in 1999 as
a result of additional investments in properties owned directly by the Company.
General and administrative expenses for the three month and year-to-date periods
were 5.38% and 5.48% of revenues as compared with 5.50% and 5.68% for the same
periods in 1999.
-10-
<PAGE> 11
Other items:
<TABLE>
<CAPTION>
Three months ended Year to date through
--------------------- Change -------------------- Change
Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------
2000 1999 $ % 2000 1999 $ %
-------- -------- -------- ----- -------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(000's)
Other items:
Gain on sales of
properties $ 555 $ 0 $ 555 100% $ 1,072 $ 703 $ 369 52%
Preferred dividends 3,376 3,351 25 1% 10,114 9,462 652 7%
</TABLE>
As a result of the various factors mentioned above, net income available to
common shareholders for the three month and year-to-date periods was
$13,785,000, or $0.48 per diluted share, and $43,130,000, or $1.51 per diluted
share, respectively, as compared with $16,195,000, or $0.57 per diluted share,
and $48,201,000, or $1.70 per diluted share for the comparable periods in 1999.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
This report on Form 10-Q of the Company includes forward looking statements that
reflect the Company's current view with respect to future events and financial
performance. The words "believe", "expect", "anticipate" and similar expressions
identify forward looking statements. These statements involve risks and
uncertainties that could cause actual results to differ materially form those
described in the statements. These risks and uncertainties include (without
limitation) the following: the effect of economic and market conditions and
changes in interest rates, government regulations, including changes in Medicare
and Medicaid payment levels, changes in the healthcare industry, deterioration
of the operating results or financial condition, including bankruptcies, of the
Company's tenants and borrowers, the ability of the Company to attract new
operators for certain facilities, the amount of any additional investments,
access to capital markets and changes in the ratings of the Company's debt
securities. Forward looking statements are not a guarantee of future performance
and actual results or developments may differ materially from expectations. The
Company undertakes no obligation to publicly update or revise any forward
looking statements, whether as a result of new information, future events, or
otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information on the Company's exposure to various market risks, see the
discussion in the Company's annual report on Form 10-K for the year ended
December 31, 1999.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On July 10, 2000, the Company issued a press release in which it announced two
key promotions.
On July 18, 2000, the Company issued a press release in which it announced
second quarter 2000 operating results.
On July 19, 2000, the Company issued a press release in which it announced the
appointment of Charles J. Herman, Jr. as Vice President of Operations.
-11-
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
99.1 Press release dated July 10, 2000
99.2 Press release dated July 18, 2000
99.3 Press release dated July 19, 2000
(b) Reports on Form 8-K
None
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: October 31, 2000 By: /S/ GEORGE L. CHAPMAN
----------------------- ---------------------------
George L. Chapman,
Chairman, Chief Executive Officer and
President
Date: October 31, 2000 By: /S/ RAYMOND W. BRAUN
----------------------- -------------------------
Raymond W. Braun,
Chief Financial Officer
Date: October 31, 2000 By: /S/ MICHAEL A. CRABTREE
----------------------- ---------------------------
Michael A. Crabtree,
Chief Accounting Officer
-12-
<PAGE> 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
-------------- -----------------------
27 Financial Data Schedule
99.1 Press release dated July 10, 2000
99.2 Press release dated July 18, 2000
99.3 Press release dated July 19, 2000
-13-
