10-Q 1 l84522ae10-q.txt HEALTH CARE REIT, INC. FORM 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 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 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 -2- 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES
SEPTEMBER 30 DECEMBER 31 2000 1999 (UNAUDITED) (NOTE) ----------- ----------- 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 =========== ===========
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- 4 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 2000 1999 2000 1999 ------------------------- ------------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) 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
See notes to unaudited consolidated financial statements -4- 5 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES
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 -------------------------------------------------------------------------------------------- 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 ======== ======= ======== ======== ========= ========= ======== 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 -------------------------------------------------------------------------------------------- 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 ======== ======= ======== ======= ========== ========= =========
See notes to unaudited consolidated financial statements -5- 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES
NINE MONTHS ENDED SEPTEMBER 30 2000 1999 ----------------------------- (IN THOUSANDS) OPERATING ACTIVITIES 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 ========= =========
See notes to unaudited consolidated financial statements -6- 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. -7- 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):
Three months ended Nine months ended September 30 September 30 --------------------------------- ----------------------------- 2000 1999 2000 1999 ------- ------- ------- ------- 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
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- 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. -9- 10 RESULTS OF OPERATIONS Revenues were comprised of the following:
Three months ended Year to date through --------------------- Change -------------------- Change Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------ 2000 1999 $ % 2000 1999 $ % -------- -------- -------- ----- -------- -------- -------- ---- (000's) 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% ======== ======== =================== ======== ======== ==================
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:
Three months ended Year to date through --------------------- Change -------------------- Change Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------ 2000 1999 $ % 2000 1999 $ % -------- -------- -------- ----- -------- -------- -------- ---- (000's) 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% ======== ======== =================== ======== ======== ==================
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- 11 Other items:
Three months ended Year to date through --------------------- Change -------------------- Change Sept. 30, Sept. 30, ------------------- Sept. 30, Sept. 30, ------------------ 2000 1999 $ % 2000 1999 $ % -------- -------- -------- ----- -------- -------- -------- ---- (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%
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- 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- 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-