<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
(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, 1999
[_] 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: 1-9028
----------------
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 95-3997619
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
610 Newport Center Drive, Suite 1150 Newport Beach, California 92660
(Address of principal executive offices)
(949) 718-4400
(Registrant's telephone number, including area code)
----------------
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 [_]
Shares of registrant's common stock, $.10 par value, outstanding at April
30, 1999--46,216,484.
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<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
FORM 10-Q
March 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PART I--FINANCIAL INFORMATION
<C> <S> <C>
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS.......................... 2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS................ 3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS................ 4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.......................................... 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..... 9
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 11
</TABLE>
1
<PAGE>
PART I
NATIONWIDE HEALTH PROPERTIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ------------
(Unaudited)
(Dollars in thousands)
ASSETS
------
<S> <C> <C>
Investments in real estate
Real estate properties:
Land................................................ $ 150,426 $ 148,388
Buildings and improvements.......................... 1,092,644 1,024,637
Construction in progress............................ 50,441 70,363
---------- ----------
1,293,511 1,243,388
Less accumulated depreciation....................... (141,656) (133,316)
---------- ----------
1,151,855 1,110,072
Mortgage loans receivable, net...................... 206,484 206,613
---------- ----------
1,358,339 1,316,685
Cash and cash equivalents............................. 14,442 16,182
Receivables........................................... 6,212 6,712
Other assets.......................................... 20,209 17,724
---------- ----------
$1,399,202 $1,357,303
========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Bank borrowings....................................... $ 61,500 $ 42,000
Senior notes due 2000-2038............................ 608,900 545,150
Convertible debentures................................ -- 57,431
Notes and bonds payable............................... 64,720 64,623
Accounts payable and accrued liabilities.............. 63,411 42,541
Stockholders' equity:
Preferred stock $1.00 par value; 5,000,000 shares
authorized;
Issued and outstanding: 1999--1,000,000; 1998--
1,000,000, stated at liquidation preference of $100
per share.......................................... 100,000 100,000
Common stock $.10 par value; 100,000,000 shares
authorized;
Issued and outstanding: 1999--46,216,484; 1998--
46,206,128......................................... 4,622 4,621
Capital in excess of par value....................... 556,097 555,998
Cumulative net income................................ 451,374 433,644
Cumulative dividends................................. (511,422) (488,705)
---------- ----------
Total stockholders' equity......................... 600,671 605,558
---------- ----------
$1,399,202 $1,357,303
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1999 1998
--------- ---------
(Unaudited)
(In thousands
except per share
amounts)
<S> <C> <C>
Revenues:
Minimum rent........................................ $ 29,396 $ 23,790
Interest and other income........................... 5,931 5,693
Additional rent and additional interest............. 3,982 3,675
--------- ---------
39,309 33,158
Expenses:
Interest and amortization of deferred financing
costs.............................................. 11,497 8,252
Depreciation and non-cash charges................... 8,730 6,145
General and administrative.......................... 1,352 1,192
--------- ---------
21,579 15,589
--------- ---------
Net income before gain on sale of properties......... 17,730 17,569
Gain on sale of properties........................... -- 2,321
--------- ---------
Net income........................................... 17,730 19,890
Preferred stock dividends............................ (1,919) (1,919)
--------- ---------
Net income available to common stockholders.......... $ 15,811 $ 17,971
========= =========
Per share amounts:
Basic/diluted income from continuing operations
available to common stockholders................... $ .34 $ .36
========= =========
Basic/diluted net income available to common
stockholders....................................... $ .34 $ .42
========= =========
Dividends paid per common share..................... $ .45 $ .42
========= =========
Weighted average shares outstanding.................. 46,214 43,265
========= =========
</TABLE>
See accompanying notes.
3
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
----------------
1999 1998
------- -------
(Unaudited)
(In thousands)
<S> <C> <C>
Cash flow from operating activities:
Net income.................................................. $17,730 $19,890
Gain on sale of properties.................................. -- (2,321)
Depreciation and non-cash charges........................... 8,730 6,145
Amortization of deferred financing costs.................... 220 225
Net decrease in other assets and liabilities................ 18,887 8,091
------- -------
Net cash provided by operating activities................. 45,567 32,030
Cash flow from investing activities:
Investment in real estate properties.......................... (50,123) (30,191)
Disposition of real estate properties....................... -- 5,496
Investment in mortgage loans receivable..................... (96) (707)
Principal payments on mortgage loans receivable............. 544 532
------- -------
Net cash used in investing activities..................... (49,675) (24,870)
Cash flow from financing activities:
Bank borrowings............................................. 106,100 33,900
Repayment of bank borrowings................................ (86,600) (31,900)
Issuance of senior unsecured debt........................... 63,750 15,000
Dividends paid.............................................. (22,717) (20,115)
Principal payments on notes and bonds....................... (57,543) (83)
Other, net.................................................. (622) (107)
------- -------
Net cash provided by (used in) financing activities....... 2,368 (3,305)
------- -------
Increase (decrease) in cash and cash equivalents.............. (1,740) 3,855
Cash and cash equivalents, beginning of period................ 16,182 10,192
------- -------
Cash and cash equivalents, end of period...................... $14,442 $14,047
======= =======
</TABLE>
See accompanying notes.
4
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
(i) The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, and include all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
results of operations for the three-month periods ended March 31, 1999 and
1998 pursuant to the rules and regulations of the Securities and Exchange
Commission. All such adjustments are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although the
Company believes that the disclosures in such financial statements are
adequate to make the information presented not misleading, these condensed
consolidated financial statements should be read in conjunction with the
Company's financial statements and the notes thereto included in the Company's
1998 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results of operations for the three-month periods ended March
31, 1999 and 1998 are not necessarily indicative of the results for a full
year.
(ii) The Company invests in healthcare related real estate and, as of March
31, 1999, had investments in 361 facilities located in 34 states. The
facilities include 203 skilled nursing facilities, 115 assisted living
facilities, 14 continuing care retirement communities, 24 residential care
facilities for the elderly, 2 rehabilitation hospitals and 3 medical clinics.
The Company's facilities are operated by 60 different operators, including the
following publicly traded companies: Alternative Living Services, Inc.,
American Retirement Corporation, ARV Assisted Living, Inc., Beverly
Enterprises, Inc., Harborside Healthcare Corporation, HEALTHSOUTH Corporation,
Integrated Health Services, Mariner Post-Acute Network, Newcare Health
Corporation and Sun Healthcare Group, Inc. Of the operators of the facilities,
only Alternative Living Services, Inc. and Beverly Enterprises, Inc. account
for more than 10% of the Company's revenues. They accounted for 12% and 15%,
respectively, of the Company's total revenues for the three months ended March
31, 1999.
As of March 31, 1999, the Company had direct ownership of 161 skilled
nursing facilities, 107 assisted living facilities, 9 continuing care
retirement communities, 24 residential care facilities for the elderly,
2 rehabilitation hospitals and 3 medical clinics. Substantially all of the
Company's owned facilities are leased under "net" leases (the "Leases"), which
are accounted for as operating leases.
The Leases have initial terms ranging from 9 to 19 years, and generally the
Leases have two or more multiple-year renewal options. The Company earns fixed
monthly minimum rents and may earn periodic additional rents. The additional
rent payments are generally computed as a percentage of facility net patient
revenues in excess of base amounts or as a percentage of the increase in the
Consumer Price Index. Additional rents are generally calculated and payable
monthly or quarterly. Most Leases contain provisions such that the total rent
cannot decrease from one year to the next. Most Leases contain cross-
collateralization and cross-default provisions tied to other Leases with the
same lessee, as well as grouped lease renewals and grouped purchase options.
Obligations under the Leases have corporate guarantees, and Leases covering
194 facilities are backed by irrevocable letters of credit or security
deposits that cover 1 to 12 months of monthly minimum rents. Under the terms
of the Leases, each lessee is responsible for all maintenance, repairs, taxes
and insurance on the leased properties.
As of March 31, 1999, the Company held 33 mortgage loans secured by 42
skilled nursing facilities, 8 assisted living facilities and 5 continuing care
retirement communities. As of March 31, 1999, the mortgage loans had a net
book value of approximately $206,484,000 with individual outstanding balances
ranging from approximately $511,000 to $21,500,000 and maturities ranging from
2003 to 2025.
(iii) Basic earnings per share is computed by dividing income available to
common stockholders by the weighted average common shares outstanding. Income
available to common stockholders is calculated by
5
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
deducting dividends declared on preferred stock from income from continuing
operations and net income. Diluted earnings per share includes the effect of
the potential shares outstanding: dilutive stock options and dilutive
convertible debentures. The effect of convertible debentures was not dilutive
in 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1999 1998
-------------- --------------
Income Shares Income Shares
------- ------ ------- ------
(in thousands)
<S> <C> <C> <C> <C>
Income before gain on sale of properties..... $17,730 $17,569
Less: preferred stock dividends.............. 1,919 1,919
------- -------
Amounts used to calculate Basic EPS.......... 15,811 46,214 15,650 43,265
Effect of dilutive securities:
Stock options.............................. -- -- -- 3
------- ------ ------- ------
Amounts used to calculate Diluted EPS...... $15,811 46,214 $15,650 43,268
======= ====== ======= ======
</TABLE>
(iv) The Company qualifies as a real estate investment trust under Sections
856 through 860 of the Internal Revenue Code of 1986, as amended. The Company
intends to continue to qualify as such and therefore to distribute at least
ninety-five percent (95%) of its taxable income to its stockholders.
Accordingly, no provision has been made for federal income taxes.
(v) During the three-month period ended March 31, 1999, the Company acquired
7 residential care facilities for the elderly in 1 transaction for an
aggregate investment of approximately $2,304,000. During the first three
months of 1999, the Company has provided new construction financing of
approximately $45,698,000. Construction of 8 assisted living facilities was
completed in the first three months of 1999, in which the Company's total
aggregate investment was $69,819,000; $23,995,000 of this amount was a current
year investment included in the new construction financing amount above. Upon
acquisition or completion of construction, as applicable, the facilities were
concurrently leased under terms generally similar to the Company's existing
Leases. The Company also funded approximately $2,117,000 in capital
improvements in accordance with certain existing lease provisions. Such
capital improvements will result in an increase in the minimum rents earned by
the Company on these facilities.
During the three months ended March 31, 1999, the Company funded an
additional $96,000 on existing mortgage loans. Such additional amounts funded
will result in an increase in interest income earned by the Company.
During the three-month period ended March 31, 1999, the Company issued
$63,750,000 in aggregate principal amount of medium-term notes. The notes bear
fixed interest at a weighted average rate of 7.75% and have a weighted average
maturity of 8.1 years.
During the three months ended March 31, 1999, $57,431,000 of the Company's
6.25% convertible debentures were repaid and the remaining $8,000 were
converted into 356 shares of the Company's common stock.
6
<PAGE>
NATIONWIDE HEALTH PROPERTIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
March 31, 1999
Statement Regarding Forward Looking Disclosure
Certain information contained in this report includes forward looking
statements, which can be identified by the use of forward looking terminology
such as "may", "will", "expect", "should" or comparable terms or the negative
thereof. These statements involve risks and uncertainties that could cause
actual results to differ materially from 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, the amount of any additional
investments, access to capital markets and changes in the ratings of the
Company's debt securities.
Operating Results
First Quarter 1999 Compared to First Quarter 1998
Minimum rent increased $5,606,000 or 24% over the same period in 1998. The
increase was primarily due to minimum rent resulting from investments in
additional leased facilities during the last twelve months. Interest and other
income increased by $238,000 or 4% over the same period in 1998. The increase
was primarily due to the increase in mortgage loans during the last twelve
months. Additional rent and additional interest increased by $307,000 or 8%
over the same period in 1998. The increase was attributable to increased
additional rent and additional interest as provided in the Company's existing
leases and mortgage loans receivable based on increases in the facility
revenues or the Consumer Price Index.
Interest and amortization of deferred financing costs increased $3,245,000
or 39% over the same period in 1998. The increase was primarily due to the
issuance of $238,900,000 in medium-term notes during the last twelve months.
Depreciation and non-cash charges increased $2,585,000 or 42% over the same
period in 1998. The increase was primarily attributable to increased
depreciation due to the acquisition of additional facilities over the last
twelve months. General and administrative costs increased $160,000 or 13% over
the same period in 1998. The increase was due to increased wages and increases
in other general expenses.
The Company expects increased rental revenues and interest income due to the
addition of facilities to its property base and mortgage loans receivable over
the last twelve months. The Company also expects increased additional rent and
additional interest because the Company's leases and mortgages generally
contain provisions under which additional rents or interest income increase
with increases in facility revenues and/or increases in the Consumer Price
Index. Historically, revenues at the Company's facilities and the Consumer
Price Index generally have increased; although, there are no assurances that
they will continue to increase in the future. Sales of facilities or
repayments of mortgages would serve to offset the aforementioned revenue
increases. Additional investments in healthcare facilities would also increase
rental and/or interest income. As additional investments in facilities are
made, depreciation and/or interest expense could also increase. Any such
increases, however, are expected to be at least partially offset by rents or
interest income associated with the investments.
Liquidity and Capital Resources
During the three-month period ended March 31, 1999, the Company acquired 7
residential care facilities for the elderly in 1 transaction for an aggregate
investment of approximately $2,304,000. During the first three months of 1999,
the Company has provided new construction financing of approximately
$45,698,000. Construction of 8 assisted living facilities was completed in the
first three months of 1999, in which the Company's total aggregate investment
was $69,819,000; $23,995,000 of this amount was a current year
7
<PAGE>
investment included in the new construction financing amount above. Upon
acquisition or completion of construction, as applicable, the facilities were
concurrently leased under terms generally similar to the Company's existing
leases. The Company also funded approximately $2,117,000 in capital
improvements in accordance with certain existing lease provisions. Such
capital improvements will result in an increase in the minimum rents earned by
the Company on these facilities. The acquisitions, construction advances and
capital improvement advances were funded by borrowings on the Company's bank
line of credit and by cash on hand.
During the three months ended March 31, 1999, the Company funded an
additional $96,000 on existing mortgage loans. Such additional amounts funded
will result in an increase in interest income earned by the Company.
During the three-month period ended March 31, 1999, the Company issued
$63,750,000 in aggregate principal amount of medium-term notes. The notes bear
fixed interest at a weighted average rate of 7.75% and have a weighted average
maturity of 8.1 years.
At March 31, 1999, the Company had $38,500,000 available under its
$100,000,000 bank line of credit. The Company has shelf registrations on file
with the Securities and Exchange Commission under which the Company may issue
(a) up to $491,100,000 in aggregate principal amount of medium term notes and
(b) up to approximately $178,247,000 of securities including debt, convertible
debt, common and preferred stock. The Company anticipates issuing securities
under such shelf registrations to repay borrowings under the Company's bank
line of credit.
The Company anticipates making additional investments in healthcare related
facilities. Financing for such future investments may be provided by
borrowings under the Company's bank line of credit, private placements or
public offerings of debt or equity, and the assumption of secured
indebtedness. The Company believes it has sufficient liquidity and financing
capability to finance future investments as well as repay borrowings at or
prior to their maturity.
Year 2000 Readiness Disclosure
All statements contained in the following section are "Year 2000 Readiness
Disclosures" within the meaning of the Year 2000 Information and Disclosure
Act.
The Year 2000 issue (the "Year 2000 Issue") in computers arises from the
common industry practice of using two digits to represent a date in computer
software code and databases to enhance both processing time and save storage
space. Therefore, when dates in the year 2000 and beyond are indicated and
computer programs read the date "00," the computer may default to the year
"1900" rather than the correct "2000." This could result in incorrect
calculations, faulty data and computer shutdowns, which would cause
disruptions of operations.
The Company is reviewing the risks of the Year 2000 Issue with regard to the
Company's own internal operations, information systems and software
applications and the impact on the Company of its outside vendors', lessees'
and borrowers' ability to operate. The Company believes its own internal
operations, information systems and software applications are likely to be
compliant or will be compliant by mid-1999 based upon reasonable assurance by
vendors and the Company's information systems consultant. The Company's
computer information system currently consists of 16 personal computers and 1
network server. The Company anticipates replacing its entire computer system
during the second quarter of 1999 to enable it to upgrade its accounting
software unrelated to the Year 2000 Issue. The cost to remediate the Year 2000
Issue with regard to the Company's internal operations, information systems
and software applications is not believed to be material.
The Company's vendors that provide banking, communications and payroll
services and the Company's lessees and borrowers will also likely be affected
by the Year 2000 Issue. If the Company's vendors, lessees and borrowers are
not Year 2000 compliant, or if they face disruptions in their operations or
cash flows due to Year 2000 Issues, the Company could face significant
temporary disruptions in rent and mortgage payments and, therefore, cash flows
after that date.
8
<PAGE>
The Company's lessees and borrowers generally rely extensively on
information systems, including systems for capturing patient and cost
information and for billing and collection of reimbursement for healthcare
services provided. Furthermore, the Company's lessees and borrowers likewise
are dependent on a variety of third parties, including, but not limited to,
Medicare and Medicaid programs, insurance companies, HMO's and other private
payors, governmental agencies, fiscal intermediaries that process claims and
make payments for the Medicare and Medicaid programs, utilities that provide
electricity, water, natural gas and communications services, and vendors of
medical supplies and pharmaceuticals used in patient care, all of whom must
also adequately address the Year 2000 Issue. The Company is currently
reviewing publicly filed information of its lessees, borrowers and vendors
regarding their state of readiness with respect to identifying and remediating
their Year 2000 Issues. In January of 1999, the Company began sending
questionnaires to and/or contacting its lessees, borrowers and vendors
regarding their state of readiness with respect to identifying and remediating
their Year 2000 Issues. The Company plans to complete the assessment by mid-
1999. However, it is not possible for the Company to determine or be assured
that adequate remediation of the Year 2000 Issue will be accomplished by such
lessees, borrowers and vendors. Furthermore, it is not possible for the
Company to determine or be assured that third parties upon which the Company's
lessees, borrowers and vendors are dependent, will accomplish adequate
remediation of their Year 2000 Issues.
The Company will also have risks associated with Year 2000 Issues in non-
information technology areas as it relates to owned properties. There is a
risk that embedded chips in elevators, security systems, electrical systems
and similar technology-driven devices may stop functioning due to Year 2000
Issues. Substantially all of the Company's owned properties are leased under
triple-net leases and as such, the cost to remediate any of these items will
be paid by the lessees.
Based on currently available information, the Company believes that the
impact of the Year 2000 Issue, as it relates to its internal operations,
information systems and software applications will not be material. However,
there can be no assurance that the Year 2000 Issues of its vendors, lessees,
borrowers and third parties upon which they are dependent will not have a
material impact on the future operations and/or financial results of the
Company.
Readers are cautioned that most of the statements contained in the "Year
2000 Readiness Disclosure" paragraphs are forward looking and should be read
in conjunction with the Company's disclosures under the heading "Statement
Regarding Forward Looking Disclosure" set forth above.
Quantitative and Qualitative Disclosures About Market Risk
The "Market Risk Exposure" paragraphs are presented to provide an update
about material changes to the "Market Risk Exposure" paragraphs included in
the Company's 1998 Annual Report on Form 10-K filed with the Securities and
Exchange Commission and should be read in conjunction with those paragraphs.
The Company is exposed to market risks related to fluctuations in interest
rates on its mortgage loans receivable and debt. The Company does not utilize
interest rate swaps, forward or option contracts on foreign currencies or
commodities, or other types of derivative financial instruments. Readers are
cautioned that many of the statements contained in the "Market Risk Exposure"
paragraphs are forward looking and should be read in conjunction with the
Company's disclosures under the heading "Statement Regarding Forward Looking
Disclosure" set forth above.
The Company provides mortgage loans to operators of healthcare facilities as
part of its normal operations. The majority of the loans have fixed rates.
Four of the mortgage loans have adjustable rates, however, the rates adjust
only once or twice over the loan lives and the minimum adjusted rate is equal
to the current rate. Therefore, all mortgage loans receivable are treated as
fixed rate notes.
9
<PAGE>
The Company utilizes debt financing primarily for the purpose of making
additional investments in healthcare facilities. Historically, the Company has
made short-term borrowings on its bank line of credit to fund its acquisitions
until market conditions were appropriate, based on management's judgment, to
issue stock or fixed rate debt to provide long-term financing.
During the three months ended March 31, 1999, the Company issued an
additional $63,750,000 of fixed rate debt maturing on the following dates with
the following interest rates: $23,750,000 maturing in 2004 at an average rate
of 7.56% and $40,000,000 maturing in 2009 at an average rate of 7.87%. In
addition, the bank borrowings under the Company's bank line of credit have
increased to $61,500,000 from $42,000,000. In January of 1999, $57,431,000 of
the Company's 6.25% convertible debentures were repaid and the remaining
$8,000 were converted into 356 shares of the Company's common stock.
The Company does not believe that the future market risks related to the
above securities or those detailed in the 1998 Annual Report on Form 10-K will
have a material impact on the Company or the results of its future operations.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Amendment Number Nine to Credit Agreement dated as of March 8, 1999
between the Company and Wells Fargo Bank, National Association, The
Bank of New York, Sanwa Bank California and Nationsbank, N.A.
27. Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K dated February 18, 1999 was filed to include an exhibit
related to the Company's $500 million medium-term note shelf registration
statement.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 12, 1999
NATIONWIDE HEALTH PROPERTIES, INC.
/s/ Mark L. Desmond
By: __________________________________
Mark L. Desmond
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
12
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EXHIBIT 3.1
AMENDMENT NUMBER NINE TO CREDIT AGREEMENT
-----------------------------------------
This AMENDMENT NUMBER NINE TO CREDIT AGREEMENT, dated as of March 8, 1999 (this
"Amendment"), is entered into among NATIONWIDE HEALTH PROPERTIES, INC., a
Maryland corporation (the "Borrower"), the financial institutions which are
signatories to the Credit Agreement (each a "Bank" and, collectively, the
"Banks"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Banks
thereunder (in such capacity, the "Agent").
WHEREAS, the Borrower has requested that the Banks amend Section 4.1(b) of the
Credit Agreement to provide for a longer period of time for the Banks to respond
to a request by the Borrower to extend the Termination Date.
WHEREAS, subject to the terms and conditions contained herein, the Banks are
willing to amend such provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and
provisions hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS FOR THIS AMENDMENT;
------------------------------
AMENDMENT OF ARTICLE I OF THE CREDIT AGREEMENT
----------------------------------------------
1.1 Definitions for this Amendment. Any and all initially capitalized terms
------------------------------
used herein shall have the meanings ascribed thereto in the Credit Agreement
unless specifically defined herein. For purposes of this Amendment, the
following initially capitalized terms shall have the following meanings:
"Agent" shall have the meaning set forth in the introduction to this
-----
Amendment.
"Amendment" means this Amendment Number Nine to Credit Agreement among
---------
the Borrower, the Banks, and the Agent.
"Bank" and "Banks" shall have the respective meanings set forth in the
---- -----
introduction to this Amendment.
"Borrower" shall have the meaning set forth in the introduction to
--------
this Amendment.
"Credit Agreement" means that certain Credit Agreement, dated as of
----------------
May 20, 1993, among the Borrower, the Banks, and the Agent, as amended
by that certain Amendment Number One to Credit Agreement dated as of
April 28, 1994, that certain Amendment Number Two to Credit Agreement
dated as of July 11, 1995, that certain Amendment Number Three to
Credit Agreement dated as of January 22, 1996, that certain Amendment
Number Four and Waiver to Credit Agreement dated as of December 10,
1996, that certain Amendment Number Five to Credit Agreement dated as
of April 1, 1997, that certain Amendment Number Six and Waiver to
Credit Agreement dated as of August 15, 1997, and that certain
Amendment Number Seven and Restatement of Amendments One Through Six
to Credit Agreement dated as of April 6, 1998, and that certain
Amendment Number Eight to Credit Agreement dated as of January 29,
1999.
ARTICLE 2
AMENDMENT OF CERTAIN PROVISIONS
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1
<PAGE>
OF THE CREDIT AGREEMENT
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2.1 Amendment of Section 4.1(b) of the Credit Agreement. Section 4.1(b) of the
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Credit Agreement is amended by deleting clause (ii) therefrom in its entirety
and substituting therefor the following clause:
(ii) Notwithstanding Section 4.1(b)(i), not later than January 31 of
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each year, commencing January 31, 1996, the Borrower may (at its
option) give written notice to the Agent and each Bank that it
requests the Banks to extend the Termination Date then in effect for
an additional one year period. Each of the Banks may grant or reject
such request in its sole discretion and shall provide written notice
of such grant or rejection to the Borrower and the Agent not later
than May 1 following such request; provided that failure of any Bank
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so to provide such written notice to the Borrower and the Agent shall
be deemed a rejection of such request.
ARTICLE 3
MISCELLANEOUS
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3.1 Loan Documents. This Amendment shall be one of the Loan Documents.
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3.2 Execution. This Amendment may be executed in any number of counterparts,
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each of which when so executed and delivered shall be deemed an original. All
of such counterparts shall constitute but one and the same instrument. Delivery
of an executed counterpart of the signature pages of this Amendment by
telecopier shall be equally effective as delivery of a manually executed
counterpart. Any party delivering an executed counterpart of the signature
pages of this Amendment by telecopier shall thereafter also promptly deliver a
manually executed counterpart, but the failure to deliver such manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.
3.3 Effectiveness. This Amendment shall be effective as of the date first
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written above, when one or more counterparts hereof shall have been executed by
the Borrower, the Banks, and the Agent and shall have been delivered to the
Agent.
3.4 No Other Amendment. Except as expressly amended hereby, the Credit
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Agreement shall remain unchanged and in full force and effect. To the extent
any terms or provisions of this Amendment conflict with those of the Credit
Agreement, the terms and provisions of this Amendment shall control. This
Amendment shall be deemed a part of and is hereby incorporated in the Credit
Agreement.
3.5 Governing Law. This Amendment shall be governed by, and construed and
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enforced in accordance with, the laws of the State of California.
[SIGNATURE PAGE FOLLOWS]
2
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered as of the date first above written.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, in its individual capacity
and as Agent
By: ____________________________
Title: _____________________
SANWA BANK CALIFORNIA
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
NATIONSBANK, N.A.
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
THE BANK OF NEW YORK
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
NATIONWIDE HEALTH PROPERTIES, INC.
By: ____________________________
Title: _____________________
By: ____________________________
Title: _____________________
3
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