-----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, IzStanbvM8Fld9QzB0HItbxY9P6EpRwnHocFjIaE9QoppWQzCLjUFnbuwK3aWWkM tHaUZDlCUM4iUIUfX0umNQ== 0000898430-96-001613.txt : 19960508 0000898430-96-001613.hdr.sgml : 19960508 ACCESSION NUMBER: 0000898430-96-001613 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960507 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000780053 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953997619 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09028 FILM NUMBER: 96556945 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT STE 1170 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7142511211 MAIL ADDRESS: STREET 1: 4675 MACARTHUR COURT STREET 2: STE 1170 CITY: NEWSPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: BEVERLY INVESTMENT PROPERTIES INC DATE OF NAME CHANGE: 19890515 10-Q 1 FORM 10-Q FOR PERIOD ENDING 03/31/96 ================================================================================ 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, 1996 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 1-9028 ____________________________ NATIONWIDE HEALTH PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 95-3997619 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) 4675 MacArthur Court, Suite 1170 Newport Beach, California 92660 (Address of principal executive offices) (714) 251-1211 (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, 1996 -- 38,729,932. ================================================================================ NATIONWIDE HEALTH PROPERTIES, INC. FORM 10-Q MARCH 31, 1996 TABLE OF CONTENTS PART I--FINANCIAL INFORMATION
PAGE ---- 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 PART II--OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.................... 8
1 PART I NATIONWIDE HEALTH PROPERTIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS
MARCH 31, DECEMBER 31, 1996 1995 ----------- ------------ (UNAUDITED) (DOLLARS IN THOUSANDS) Investments in real estate Real estate properties: Land.......................................................... $ 64,530 $ 61,748 Buildings..................................................... 543,783 530,979 --------- --------- 608,313 592,727 Less accumulated depreciation................................. (77,725) (73,722) --------- --------- 530,588 519,005 Mortgage loans receivable........................................ 133,347 133,226 --------- --------- 663,935 652,231 Cash and cash equivalents.......................................... 17,828 7,937 Receivables........................................................ 2,789 3,478 Other assets....................................................... 5,331 6,465 --------- --------- $ 689,883 $ 670,111 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Bank borrowings.................................................... $ 85,000 $ 93,900 Senior notes due 2000-2015......................................... 130,000 100,000 Notes and bonds payable............................................ 22,092 23,364 Convertible debentures............................................. 65,000 65,000 Accounts payable and accrued liabilities........................... 17,688 16,025 Stockholders' equity: Preferred stock $1.00 par value; 5,000,000 shares authorized; none issued or outstanding Common stock $.10 par value; 100,000,000 shares authorized; issued and outstanding: 1996 - 38,729,932, 1995 - 38,720,532... 3,873 3,872 Capital in excess of par value................................... 401,469 401,438 Cumulative net income............................................ 257,714 245,135 Cumulative dividends............................................. (292,953) (278,623) --------- --------- Total stockholders' equity.................................. 370,103 371,822 --------- --------- $ 689,883 $ 670,111 ========= =========
See accompanying notes. 2 NATIONWIDE HEALTH PROPERTIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, ------------------- 1996 1995 ------- --------- Revenues: Minimum rent............................................ $16,167 $12,806 Interest and other income............................... 3,956 3,230 Additional rent and additional interest................. 2,808 2,816 ------- ------- 22,931 18,852 Expenses: Depreciation and non-cash charges....................... 4,112 3,287 Interest and amortization of deferred financing costs... 5,431 3,324 General and administrative.............................. 809 784 ------- ------- 10,352 7,395 ------- ------- Net income................................................ $12,579 $11,457 ======= ======= Net income per share...................................... $ 0.32 $ .31 ======= ======= Dividends paid per share.................................. $ .37 $ .34 ======= ======= Weighted average shares outstanding....................... 38,727 36,528 ======= =======
See accompanying notes. 3 NATIONWIDE HEALTH PROPERTIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, -------------------- 1996 1995 --------- -------- Cash flow from operating activities: Net income.......................................... $ 12,579 $ 11,457 Depreciation and non-cash charges................... 4,112 3,287 -------- -------- Funds from operations............................ 16,691 14,744 Amortization of deferred financing costs............ 270 151 Net decrease in other assets and liabilities........ 3,013 2,893 -------- -------- Net cash provided by operating activities........ 19,974 17,788 Cash flow from investing activities: Acquisition of real estate properties............... (15,586) (11,670) Investment in mortgage loans receivable............. (3,000) - Principal payments on mortgage loans receivable..... 3,252 450 -------- -------- Net cash used in investing activities............ (15,334) (11,220) Cash flow from financing activities: Bank borrowings, net................................ (8,900) (36,200) Issuance of senior debt............................. 30,000 46,000 Dividends paid...................................... (14,330) (12,561) Principal payments on notes and bonds............... (1,272) (157) Other, net.......................................... (247) (307) -------- -------- Net cash provided by financing activities........ 5,251 (3,225) -------- -------- Increase in cash and cash equivalents................. 9,891 3,343 Cash and cash equivalents, beginning of period........ 7,937 3,742 -------- -------- Cash and cash equivalents, end of period.............. $ 17,828 $ 7,085 ======== ========
See accompanying notes. 4 NATIONWIDE HEALTH PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (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, 1996 and 1995 pursuant to the rules and regulations of the Securities and Exchange Commission. 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 1995 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, 1996 and 1995 are not necessarily indicative of the results for a full year. (ii) On January 19, 1996, the Board of Directors of Nationwide Health Properties, Inc. authorized a two-for-one stock split of the Company's common stock effective March 8, 1996. The financial statements included herein have been restated to reflect the stock split. Additionally, certain amounts in the 1995 financial statements have been reclassified for consistent financial statement presentation. (iii) 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 95 percent of its taxable income to its stockholders. Accordingly, no provision has been made for federal income taxes. (iv) The Company invests in health care related real estate and, as of March 31, 1996, had investments in 211 facilities, including 172 long-term health care facilities, 37 assisted living facilities and 2 rehabilitation hospitals. The Company's facilities which are owned and leased under "net" leases are accounted for as operating leases. The leases have initial terms ranging from 10 to 19 years, and most of the leases have eight five-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. The base amounts, in most cases, are net patient revenues for the first year of the lease. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. Forty-five of the facilities were leased to and operated by subsidiaries of Beverly Enterprises, Inc. (v) During the three-month period ended March 31, 1996, the Company acquired two assisted living facilities in two separate transactions for an aggregate purchase price of approximately $13,900,000. The acquisitions were funded by bank borrowings on the Company's bank line of credit and cash on hand. The facilities were concurrently leased under terms generally similar to the Company's existing leases. During the first three months of 1996, the Company issued $30,000,000 in medium-term notes. The notes bear fixed interest at a weighted average of 6.87% and have a weighted average maturity of 5.33 years. The proceeds were used to reduce borrowings on the Company's bank line of credit. 5 NATIONWIDE HEALTH PROPERTIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1996 OPERATING RESULTS Three Months 1996 Compared to Three Months 1995 Revenues for the three-months ended March 31, 1996 increased $4,079,000 or 22% over the same period in 1995. The increase is due to increased minimum rent and interest income resulting from investments in additional facilities during the last twelve months. Total expenses for the three-month period increased $2,957,000 or 40% over the same period in 1995. The increase is primarily due to increased interest expense as a result of greater borrowings on the Company's bank line of credit and the issuance of medium term notes during 1995 and 1996. The increase in total expenses was also attributable to increased depreciation due to the acquisition of additional facilities in the last twelve months. The Company expects increased rental revenues due to the addition of facilities to its property base in the last twelve months and due to increased additional rents under its leases. The Company also expects increased interest income resulting from additional investments in mortgage loans over the last twelve months. Additional investments in health care 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 more than offset by rents or interest income associated with the investments. LIQUIDITY AND CAPITAL RESOURCES During the three-month period ended March 31, 1996, the Company acquired two assisted living facilities in two separate transactions for an aggregate purchase price of approximately $13,900,000. The acquisitions were funded by bank borrowings on the Company's bank line of credit and cash on hand. The facilities were concurrently leased under terms generally similar to the Company's existing leases. During the first three months of 1996, the Company issued $30,000,000 in medium-term notes. The notes bear fixed interest at a weighted average of 6.87% and have a weighted average maturity of 5.33 years. The proceeds were used to reduce borrowings on the Company's bank line of credit. At March 31, 1996, the Company had $15,000,000 available under its $100,000,000 bank line of credit. The Company has effective shelf registrations on file with the Securities and Exchange Commission under which the Company may issue (a) up to $170,000,000 in aggregate principal amount of medium term notes and (b) up to $97,500,000 of securities including debt, convertible debt, common and preferred stock. The Company anticipates making additional investments in health care related facilities. Financing for such future investments may be provided by borrowings under the Company's bank line, 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. 6 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, changes in the health industry, the amount of any additional investments, access to capital markets and changes in the ratings of the Company's debt securities. 7 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits None. (b) Reports on Form 8-K During the three-month period ended March 31, 1996, the Company filed a report on Form 8-K dated January 30, 1996 to file the Distribution Agreement, dated January 30, 1996, among the Company, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporation, and Goldman Sachs & Co. 8 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 6, 1996 NATIONWIDE HEALTH PROPERTIES, INC. By /s/ MARK L. DESMOND --------------------------------------------- Mark L. Desmond Senior Vice President and Chief Financial Officer (Principal Financial Officer) 9 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 17,828 0 2,789 0 0 5,331 608,313 77,725 689,883 17,688 302,092 0 0 3,873 366,230 689,883 0 22,931 0 10,352 0 0 5,431 12,579 0 12,579 0 0 0 12,579 0.32 0.32
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