-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfaY1ZvS+XSM+D4OmsHAJu8gBvi9ygHemqFJpbU/Y/XXDD0klPxhBg1twgMHc9QE vv7LWRJgX7H9mXfUrZyy7A== 0000766704-96-000014.txt : 19960918 0000766704-96-000014.hdr.sgml : 19960918 ACCESSION NUMBER: 0000766704-96-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE REIT INC /DE/ CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 96612866 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1950 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 10-Q 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 June 30, 1996 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 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 June 30, 1996. Class: Shares of Common Stock, $1.00 par value Outstanding 14,457,086 shares HEALTH CARE REIT, INC. INDEX Page Part I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1996 and December 31, 1995 3 Consolidated Statements of Income - Three months ended June 30, 1996 and 1995; and Six months ended June 30, 1996 and 1995 4 Consolidated Statements of Cash Flows - Six months ended June 30, 1996 and 1995 5 Consolidated Statements of Shareholders' Equity - Six months ended June 30, 1996 and 1995 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS HEALTH CARE REIT, INC. AND SUBSIDIARY June 30 December 31 1996 1995 (Unaudited) (Note) ------------ ------------ ASSETS Real Estate Related Investments: Loans receivable: Mortgage loans $294,809,291 $267,483,683 Construction and other short-term loans 43,100,130 17,735,699 Working capital loans to related parties 5,511,943 6,779,340 ------------ ------------ 343,421,364 291,998,722 Investment in operating-lease properties 82,359,482 58,628,509 Investment in direct financing leases 10,901,980 11,246,492 ------------ ------------ 436,682,826 361,873,723 Less allowance for losses 9,967,652 9,950,000 ------------ ------------ NET REAL ESTATE RELATED INVESTMENTS 426,715,174 351,923,723 Other Assets: Deferred loan expenses 1,765,085 1,747,537 Investment securities available for sale 1,668,637 845,297 Cash and cash equivalents 678,768 860,350 Receivables and other assets 3,650,273 2,715,146 ------------ ------------ 7,762,763 6,168,330 ------------ ------------ $434,477,937 $358,092,053 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Borrowings under line of credit arrangements $ 98,900,000 $106,700,000 Other long-term obligations 85,770,824 56,059,639 Accrued expenses and other liabilities 9,509,855 7,734,618 ------------ ------------ TOTAL LIABILITIES 194,180,679 170,494,257 Shareholders' Equity: Preferred Stock, $1.00 par value: Authorized - 10,000,000 shares Issued and outstanding - none Common Stock, $1.00 par value: Authorized - 40,000,000 shares Issued and outstanding - 14,457,086 in 1996 and 12,034,196 in 1995 14,457,086 12,034,196 Capital in excess of par value 216,553,339 168,800,194 Undistributed net income 7,618,196 5,918,109 Unrealized gains on investment securities available for sale 1,668,637 845,297 ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 240,297,258 187,597,796 ------------ ------------ $434,477,937 $358,092,053 ============ ============ NOTE: The balance sheet at December 31, 1995 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 consolidated financial statements
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARY Three Months Ended Six Months Ended June 30 June 30 1996 1995 1996 1995 ------------------------ ------------------------ Gross Income: Interest and other income $10,573,509 $ 7,510,558 $18,715,749 $15,036,808 Operating leases: Rents 2,264,869 1,582,870 4,225,382 3,124,479 Gain on exercise of options 155,270 155,270 Direct financing leases: Lease income 365,503 382,164 733,085 764,328 Gain on exercise of options 421,167 421,167 Loan and commitment fees 845,260 201,934 1,265,306 376,904 ----------- ----------- ----------- ----------- 14,625,578 9,677,526 25,515,959 19,302,519 Expenses: Interest: Senior notes and other long-term obligations 1,592,062 1,301,758 2,806,650 2,757,734 Line of credit arrange- ments 2,457,027 1,855,710 4,753,370 3,524,083 Loan expense 202,148 186,779 389,471 372,468 Management fees 615,076 1,260,734 Provision for deprecia- tion 555,184 390,337 1,030,112 780,075 Provision for losses 150,000 300,000 Other operating expenses 1,100,286 690,676 1,990,377 1,105,270 ----------- ----------- ----------- ----------- 6,056,707 5,040,336 11,269,980 9,800,364 ----------- ----------- ----------- ----------- NET INCOME $ 8,568,871 $ 4,637,190 $14,245,979 $ 9,502,155 =========== =========== =========== =========== Average number of shares outstanding 13,058,270 11,673,998 12,555,311 11,646,843 Net income per share $ .66 $ .40 $ 1.13 $ .82 Dividends per share $ .52 $ .52 $ 1.04 $ 1.035 See notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARY Six Months Ended June 30 1996 1995 ---------------------------- OPERATING ACTIVITIES Net income $ 14,245,979 $ 9,502,155 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of loan and organization expenses 390,549 373,546 Provision for losses-net of charge-offs 17,652 Provision for depreciation 1,030,112 780,075 Capitalized interest (35,620) Loan and commitment fees earned less than cash received 1,023,013 649,041 Direct financing lease income less than cash received 64,512 95,381 Interest income in excess of cash received (198,457) (104,670) Increase in accrued expenses and other liabilities 752,223 31,078 Increase in other receivables and prepaid items (862,007) (338,084) ------------ ------------ NET CASH PROVIDED FROM OPERATING ACTIVITIES 16,427,956 10,988,522 INVESTING ACTIVITIES Proceeds from exercise of lease purchase options 9,507,988 Increase in investments (532,000) Investment in operating-lease properties (20,182,775) (1,326,000) Investment in loans receivable (83,349,024) (51,227,784) Principal collected on loans 18,364,839 4,496,441 Other (84,876) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (75,743,848) (48,589,343) FINANCING ACTIVITIES Long-term borrowings under line of credit arrangements 173,400,000 112,900,000 Principal payments on long-term borrowings under line of credit arrangements (181,200,000) (64,700,000) Net proceeds from the issuance of shares 50,263,312 2,042,530 Borrowings under Senior Notes 30,000,000 Principal payments on other long-term obligations (288,815) (322,091) Increase in deferred loan expense (494,295) (559,652) Cash distributions to shareholders (12,545,892) (12,036,698) ------------ ------------ NET CASH PROVIDED FROM FINANCING ACTIVITIES 59,134,310 37,324,089 ------------ ------------ Decrease in cash and cash equivalents (181,582) (276,732) Cash and cash equivalents at beginning of period 860,350 935,449 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 678,768 $ 658,717 ============ ============ Supplemental Cash Flow Information-- Interest Paid $ 6,875,552 $ 6,439,192 ============ ============ See notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARY Six Months Ended June 30 1996 1995 ----------------------------- Balances at beginning of period $187,597,796 $189,179,775 Net income 14,245,979 9,502,155 Proceeds from issuance of shares under the dividend reinvestment plan - 60,690 in 1996 and 86,577 in 1995 1,278,429 1,833,141 Proceeds from issuance of shares under the employee stock incentive plan - 40,000 in 1996 and 14,140 in 1995 713,938 209,389 Proceeds from sale of 2,322,200 shares 51,088,400 Expenses related to sale of 2,322,200 shares (2,904,732) Change in net unrecognized gain on investment security available for sale 823,340 Cash dividends paid (12,545,892) (12,036,698) ------------ ------------ Balances at end of period $240,297,258 $188,687,762 ============ ============ See notes to consolidated financial statements
NOTES TO CONSOLIDATED 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 six months ended June 30, 1996 are not necessarily an indication of the results that may be expected for the year ended December 31, 1996. 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, 1995. Net income per share has been computed by dividing net income by the average number of shares outstanding. Note B - Investments Investment securities available for sale are stated at fair value with unrealized gains and losses reported in a separate component of shareholders' equity. At June 30, 1996, available- for-sale securities are the common stock of a corporation, which were obtained by the Company at no cost. Note C - Contingencies As disclosed in the financial statements for the year ended December 31, 1995, the Company was contingently liable for certain obligations amounting to approximately $19,530,000. No significant change in these contingencies has occurred as of June 30, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources In the first six months of 1996, the Company made $43,413,000 of new mortgage loans, $18,366,000 of new investments in operating leases and continued to finance 30 construction loans, which construction advances totalled $39,124,000. The Company received $1,267,000 working capital loan repayments. The above- mentioned investment activity contributed to increases in total loans receivable and investments in operating leases of $51,423,000 and $23,731,000, respectively, in the first half of 1996. With respect to the above-mentioned construction loans, eight of the loans completed the construction phase of the Company's investment process and were converted to investments in operating leases, with an aggregate investment of $13,760,000. The Company's working capital loans, all to related parties, are expected to slowly decline as the underlying projects continue to improve their financial performance and thereby pay down these loans. Since December 31, 1995, borrowings under line of credit arrangements decreased $7,800,000, which reflects the capital activity discussed below and the investment activity discussed above. As of June 30, 1996, the Company had approximately $216,691,000 in unfunded commitments and total available funding sources of approximately $86,100,000. The Company believes that funds provided from operating activities, together with funds from new equity and debt issuances, present credit lines, scheduled loan repayments and equity issuances under Company stock plans, will be sufficient to meet current operating requirements and existing commitments. During the second quarter of 1996, the Company issued Senior Notes in the aggregate principal amount of $30,000,000 which mature in 2001 and 2003, and have a weighted average interest rate of 7.18%. The Notes are secured by $40,000,000 of assets. During the second quarter of 1996, the Company issued 2,322,200 Shares of Common Stock, $1.00 par value per share, at the price of $22.00 per share, which generated net proceeds of $48,184,000 to the Company. Results of Operations Gross income for the first six months of 1996 totalled $25,516,000, an increase of 32.19% from the first half of 1995. Interest income on loans receivable and operating lease rents increased while direct financing lease income declined. The increase in interest income on loans receivable and operating lease rents is attributable to the growth in the loan and operating lease portfolios, two long-term trends which the Company anticipates will continue. Contributing to the increase in gross income in the first six months of 1996 over the comparable period in 1995 was the gain on the exercise of lease purchase options, which totalled $576,000 for the first half of 1996. During the first six months of 1995, the Company did not receive income from gains on the exercise of options. Net income totalled $14,246,000 in the first six months of 1996 versus $9,502,000 for the comparable period in 1995. The increase in net income was reflected in the $1.13 per share earned in the first half of 1996 versus $.82 per share earned in the first half of 1995. Contributing factors were improved earnings on assets, a reduction to the Company's average cost of borrowing and increased investment activity (as discussed above). Average earnings on assets increased 23 basis points in the first half of 1996 versus the first half of 1995. The increase in average earnings on assets was a reflection of the increased investment activity during the last six months of 1995 and the first half of 1996. Loan and commitment fees earned during the first six months of 1996 increased 235.71% as compared to the first half of 1995. Interest on loans and rents from operating leases increased 24.47% and 35.23%, respectively, during the first six months of 1996 as compared to the comparable period in 1995. Net income was affected by the average quarter-end, debt-to- equity ratio of .94 to 1.00 in 1996 versus .77 to 1.00 in the first half of 1995. The increase is due to the issuance of Senior Notes, as discussed above, and borrowings on the lines of credit, which have been utilized to fulfill the Company's investment commitments. At June 30, 1996, long-term obligations and outstanding balances under the lines of credit totalled $184,671,000 as compared to $176,151,000 at June 30, 1995. The increase in debt had the effect of increasing the Company's interest related expenses. During the first six months of 1996, the Company experienced a decrease of 123 basis points in its average cost of borrowing, as compared to the comparable period in 1995. This was primarily due to a general decline in interest rates and the expiration of a variable interest rate swap that was utilized by the Company during the first half of 1995, which had the effect of increasing the average cost of borrowing, as a percentage of outstanding debt, during that period. The Company's operating expenses decreased 15.88% in the first six months of 1996 versus the first half of 1995. The 1995 operating expenses included management fees. The reduction in operating expenses was primarily due to cost savings realized as a result of the merger of the Company's advisor into the Company and the achievement of self-administered status. In addition, net income was affected by the Company's decision to increase its unallocated allowance for losses by $300,000 during the first six months of 1996. Under the Company's By-Laws, stockholders must be notified when total operating expenses (for the twelve-month period then ended) exceed 2% of average invested assets or 25% of adjusted net income, whichever is greater. For the twelve-month period ended June 30, 1996, total operating expenses, which totalled $9,893,000, exceeded 2% of average invested assets and exceeded 25% of adjusted net income. This was primarily due to costs incurred by the Company relating to the merger with the Company's former advisor. When the subject compliance test was adjusted for the expense associated with the contract settlement, the Company was in compliance. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders of Health Care REIT, Inc. was duly called and held on May 21, 1996 in Toledo, Ohio. Proxies for the meeting were solicited on behalf of the Company's management and Board of Directors pursuant to Regulation 14A of the General Rules and Regulations of the Commission. There was no solicitation in opposition to the management's nominees for election as directors as listed in the Proxy Statement, and all such nominees were elected. Votes were cast at the meeting upon the proposals described in the Proxy Statement for the meeting (filed with the Commission pursuant to Regulation 14A and incorporated herein by reference) as follows: Proposal #1 - The election of three directors: Nominee For Against William C. Ballard, Jr. 10,873,767 109,439 Bruce Douglas 10,873,068 110,138 Frederic D. Wolfe 10,871,448 111,758 Proposal #2 - to ratify the appointment of Ernst & Young as independent auditors for 1996: For 10,775,981 Against 59,598 Abstain 147,627 Item 5. Other Information On April 15, 1996, the Company issued a press release in which it announced that during the first quarter of 1996, it had closed $62 million of new investments. On April 17, 1996, 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 per share, payable to shareholders of record on May 3, 1996, and that net income for the first quarter of 1996 was $.47 per share. On April 23, 1996, the Company issued a press release in which it announced the closing of a $30 million private placement financing of Senior Notes. On April 30, 1996, the Company issued a press release in which it announced that it had filed a prospectus supplement for an offering of 2,000,000 shares of Common Stock. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Press release dated April 15, 1996 99.2 Press release dated April 17, 1996 99.3 Press release dated April 23, 1996 99.4 Press release dated April 30, 1996 27 Financial Data Schedule (b) Reports on Form 8-K A report on Form 8-K was filed on May 16, 1996, reporting on the terms of an underwriting agreement between Health Care REIT, Inc. and Alex. Brown & Sons, Incorporated, Smith Barney Inc. and EVEREN Securities, Inc. Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTH CARE REIT, INC. Date: August 14, 1996 By: BRUCE G. THOMPSON Bruce G. Thompson, Chairman and Chief Executive Officer Date: August 14, 1996 By: EDWARD F. LANGE, JR. Edward F. Lange, Jr., Chief Financial Officer Date: August 14, 1996 By: MICHAEL A. CRABTREE Michael A. Crabtree, Chief Accounting Officer EXHIBIT INDEX The following documents are included in this Form 10-Q as Exhibits: Designation Number Under Exhibit Item 601 of Page Number Regulation S-K Exhibit Description Number - - ------- -------------- --------------------------------- ------ 1 99.1 Press Release dated April 15, 1996. 14 2 99.2 Press Release dated April 17, 1996. 15 3 99.3 Press Release dated April 23, 1996. 17 4 99.4 Press Release dated April 30, 1996. 18 5 27 Financial Data Schedule. 19 EX-27 2
5 0000766704 HEALTH CARE REIT, INC. 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 678,768 1,668,637 357,973,617 9,967,652 0 0 87,433,727 5,074,245 434,477,937 9,509,855 184,670,824 14,457,086 0 0 225,840,172 434,477,937 0 25,515,959 0 0 3,020,489 300,000 7,949,491 14,245,979 0 0 0 0 0 14,245,979 1.13 1.13 Total Assets include 1,765,085, which represents deferred loan expenses that have not been listed separately.
EX-99 3 F O R I M M E D I A T E R E L E A S E April 15, 1996 For more information contact: Erin Ibele - (419) 247-2800 Ed Lange - (419) 247-2800 HEALTH CARE REIT, INC. ANNOUNCES FIRST QUARTER NEW INVESTMENTS OF $62 MILLION Toledo, Ohio, April 15, 1996....Health Care REIT, Inc. (NYSE/HCN) announced today that during the first quarter of 1996, the Company closed $62 million of new investments, of which $28.2 million has been funded to date. Permanent mortgage financing of $21.1 was provided for two nursing home facilities located in Massachusetts. Operating lease financing of $7.2 million was provided for two assisted living facilities located in Florida. Also in the first quarter, Health Care REIT provided $14.9 million of development/operating lease financing for seven assisted living facilities to be constructed in Oklahoma and Texas. Development and permanent mortgage financing of $19.8 million was provided for two assisted living facilities located in Texas and Pennsylvania, and a nursing home facility located in Arizona. Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust which invests in health care facilities, primarily nursing homes, assisted living facilities and retirement centers. The Company also invests in specialty care hospitals and primary care facilities. The Company has investments in 118 health care facilities in 28 states and has total assets of approximately $390 million. EX-99 4 F O R I M M E D I A T E R E L E A S E April 17, 1996 For more information contact: Erin Ibele - (419) 247-2800 Ed Lange - (419) 247-2800 HEALTH CARE REIT, INC. ANNOUNCES FIRST QUARTER RESULTS AND DECLARES DIVIDEND Toledo, Ohio, April 17, 1996....The Directors of Health Care REIT, Inc. (NYSE/HCN) voted to pay a quarterly dividend at the rate of $.52 per share. The dividend will be payable May 20, 1996 to shareholders of record on May 3, 1996. This will be the REIT's 100th consecutive dividend distribution. Cash Flows from Operating Activities Available for Distribution for the three months ended March 31, 1996 was $7,362,841 ($.61 per share) compared with $5,694,981 ($.49 per share) for the three months ended March 31, 1995. With this release, the Company commences its reporting of Funds From Operations (FFO), as defined by the National Association of Real Estate Investment Trusts. Accordingly, Funds From Operations for the three months ended March 31, 1996 was $6,147,118 ($.51 per share) compared with $5,254,703 ($.45 per share) for the corresponding quarter of 1995. Net Income for the three months ended March 31, 1996 was $5,677,108 or $.47 per share of common stock on Revenue of $10,890,381, compared to Net Income of $4,864,965 or $.42 per share of common stock on Revenue of $9,624,993 for the corresponding quarter of 1995. Gross Income for the three months ended March 31, 1996 was up 13.15% from the first quarter of 1995. Total Assets of $397,412,701 at March 31, 1996 reflect a 20% increase from one year ago. The chart on the following page presents the information highlighted above. Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust which invests in health care facilities, primarily nursing homes, assisted living facilities and retirement centers. The Company also invests in specialty care hospitals and primary care facilities. The Company has investments in 118 health care facilities in 28 states and has total assets of approximately $397 million. Three Months Ended March 31 (Unaudited) ------------------------------ 1996 1995 ------------ ------------ Gross income $ 10,890,381 $ 9,624,993 Net income $ 5,677,108 $ 4,864,965 Net income per share $ .47 $ .42 Cash flows from operating activities available for distribution $ 7,362,841 $ 5,694,981 Cash flows from operating activities available for distribution per share $ .61 $ .49 Funds From Operations $ 6,147,118 $ 5,254,703 Funds From Operations per share $ .51 $ .45 Average number of shares outstanding 12,052,353 11,619,386 Total assets as of March 31 $397,412,701 $331,098,644
EX-99 5 F O R I M M E D I A T E R E L E A S E April 23, 1996 For more information contact: Erin Ibele - (419) 247-2800 Ed Lange - (419) 247-2800 HEALTH CARE REIT, INC. ANNOUNCES $30 MILLION PRIVATE PLACEMENT OF SENIOR NOTES Toledo, Ohio, April 23, 1996....Health Care REIT, Inc. (NYSE/HCN) announced today the successful closing of a $30 million private placement of Senior Notes to institutional investors. The Notes, which mature in 2001 and 2003, have a weighted average interest rate of 7.18%. The Company used the proceeds to reduce its lines of credit, which in return will enable the Company to make investments in health care facilities. EVEREN Securities, Inc. served as Agent to the Company. Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust which invests in health care facilities, primarily nursing homes, assisted living facilities and retirement centers. The Company also invests in specialty care hospitals and primary care facilities. The Company has investments in 118 health care facilities in 28 states and has total assets of approximately $390 million. EX-99 6 F O R I M M E D I A T E R E L E A S E April 30, 1996 For more information contact: Erin Ibele - (419) 247-2800 Ed Lange - (419) 247-2800 HEALTH CARE REIT, INC. ANNOUNCES FILING OF PROSPECTUS SUPPLEMENT Toledo, Ohio, April 30, 1996....Health Care REIT, Inc. (NYSE/HCN) announced that it has filed a prospectus supplement for an offering of 2,000,000 shares of Common Stock with the Securities and Exchange Commission. All of the shares are being offered by the Company. The Company has also granted to the underwriters of the offering an option to purchase up to an additional 300,000 shares solely to cover over-allotments. Alex. Brown & Sons Incorporated is the Manager of the underwriting group, and Smith Barney Inc. and Everen Securities, Inc. are Co- Managers. It is anticipated that the shares will be offered to the public in May 1996. Proceeds will be used to invest in additional health care properties. Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust which invests in health care facilities, primarily nursing homes, assisted living facilities and retirement centers. The Company also invests in specialty care hospitals and primary care facilities. The Company has investments in 118 health care facilities in 28 states and has total assets of approximately $397 million. The Company's headquarters are located at One SeaGate, Suite 1500, Toledo, Ohio 43604. -----END PRIVACY-ENHANCED MESSAGE-----