-----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, JflCUzBPQpyhWg6wIinKJ7h8UWlpDLweNvbXeCXkisZu+HMIxZ0LNk+UvhA2jVRB uQldSvTDX+VTjMPNBehwdw== 0001017062-97-000780.txt : 19970430 0001017062-97-000780.hdr.sgml : 19970430 ACCESSION NUMBER: 0001017062-97-000780 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970429 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: 97590019 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 ENDED 03-31-97 ================================================================================ 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, 1997 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 (I.R.S. Employer of incorporation or organization) Identification Number) 610 NEWPORT CENTER DRIVE, SUITE 1150 NEWPORT BEACH, CALIFORNIA 92660 (Address of principal executive offices) (714) 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 March 31, 1997 -- 41,803,924. ================================================================================ NATIONWIDE HEALTH PROPERTIES, INC. FORM 10-Q MARCH 31, 1997 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................................... 9
1 PART I NATIONWIDE HEALTH PROPERTIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS
MARCH 31, DECEMBER 31, 1997 1996 ----------- ------------ (UNAUDITED) (DOLLARS IN THOUSANDS) Investments in real estate Real estate properties: Land............................... $ 80,765 $ 75,252 Buildings and improvements......... 619,694 576,757 -------- -------- 700,459 652,009 Less accumulated depreciation...... (94,392) (89,967) -------- -------- 606,067 562,042 Mortgage loans receivable, net........ 171,891 160,464 -------- -------- 777,958 722,506 Cash and cash equivalents................. 13,578 11,709 Receivables............................... 4,058 4,321 Other assets.............................. 7,232 6,448 -------- -------- $802,826 $744,984 ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank borrowings........................... $ 63,000 $ 32,300 Senior notes due 2000-2015................ 215,000 190,000 Convertible debentures.................... 64,720 64,920 Notes and bonds payable................... 9,209 9,229 Accounts payable and accrued liabilities.. 23,552 19,947 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: 1997 - 41,803,924, 1996 - 41,785,001...... 4,180 4,179 Capital in excess of par value........ 462,839 462,534 Cumulative net income................. 314,834 300,079 Cumulative dividends.................. (354,508) (338,204) --------- --------- Total stockholders' equity...... 427,345 428,588 --------- --------- $ 802,826 $ 744,984 ========= =========
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, ------------------ 1997 1996 -------- ------- Revenues Minimum rent............................... $18,278 $16,167 Interest and other income.................. 4,723 3,956 Additional rent and additional interest.... 3,301 2,808 ------- ------- 26,302 22,931 Expenses: Interest & amortization of deferred financing costs.................. 6,101 5,431 Depreciation and non-cash charges.......... 4,558 4,112 General and administrative................. 888 809 ------- ------- 11,547 10,352 ------- ------- Net income...................................... $14,755 $12,579 ======= ======= Net income per share............................ $ 0.35 $ .32 ======= ======= Dividends paid per share........................ $ 0.39 $ .37 ======= ======= Weighted average shares outstanding............. 41,800 38,727 ======= =======
See accompanying notes. 3 NATIONWIDE HEALTH PROPERTIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, -------------------- 1997 1996 -------- -------- Cash flow from operating activities: Net income......................................... $ 14,755 $ 12,579 Depreciation and non-cash charges.................. 4,558 4,112 Amortization of deferred financing costs........... 187 270 Net decrease in other assets and liabilities....... 2,731 3,013 -------- -------- Net cash provided by operating activities...... 22,231 19,974 Cash flow from investing activities: Acquisition of real estate properties.............. (48,450) (15,586) Investment in mortgage loans receivable............ (11,550) ( 3,000) Principal payments on mortgage loans receivable.... 515 3,252 -------- -------- Net cash used in investing activities.......... (59,485) (15,334) Cash flow from financing activities: Bank borrowings.................................... 68,900 27,100 Repayment of bank borrowings....................... (38,200) (36,000) Issuance of senior unsecured debt.................. 25,000 30,000 Dividends paid..................................... (16,304) (14,330) Principal payments on notes and bonds.............. (20) (1,272) Other, net......................................... (253) (247) -------- -------- Net cash provided by financing activities....... 39,123 5,251 -------- -------- Increase in cash and cash equivalents.................. 1,869 9,891 Cash and cash equivalents, beginning of period......... 11,709 7,937 -------- -------- Cash and cash equivalents, end of period............... $ 13,578 $ 17,828 ======== ========
See accompanying notes. 4 NATIONWIDE HEALTH PROPERTIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 (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, 1997 and 1996 pursuant to the rules and regulations of the Securities and Exchange Commission. All of 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 1996 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, 1997 and 1996 are not necessarily indicative of the results for a full year. (ii) Net income per share is calculated by dividing net income by the weighted average common shares outstanding during the period. The effect of common stock options is immaterial, and the effect of convertible debentures is anti-dilutive. (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, 1997, had investments in 243 facilities, including 188 long-term health care facilities, 53 assisted living facilities and two 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 the leases generally 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 and/or increases in the Consumer Price Index. The base amounts, in most cases, are net patient revenues for the first year of the lease. Certain of the leases contain provisions such that the percentage of further revenue increases due to the Company as additional rent is limited to 1% at such time as additional rent exceeds 41% of base rent. 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, 1997, the Company acquired seven assisted living facilities and three long-term health care facilities in eight separate transactions for an aggregate purchase price of $41,307,000. 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. In addition, the Company provided new construction financing of approximately $4,853,000 for six assisted living facilities and two long-term health care facilities and capital improvement funding in the aggregate amount of approximately $1,616,000 in accordance with certain existing lease agreements. 5 During the three-month period ended March 31, 1997, the Company provided two mortgage loans secured by two long-term health care facilities in two separate transactions in the aggregate amount of $11,550,000. The loans were funded by bank borrowings under the Company's bank line of credit and cash on hand. During the three months ended March 31, 1997, the Company issued $25,000,000 in medium term notes. The notes bear fixed interest at a weighted average rate of 7.41% and have a weighted average maturity of 10 years. The proceeds were used to reduce borrowings on the Company's bank line of credit. 6 NATIONWIDE HEALTH PROPERTIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1997 OPERATING RESULTS Three Months 1997 Compared to Three Months 1996 Revenues for the three-months ended March 31, 1997 increased $3,371,000 or 15% over the same period in 1996. The increase is due to increased minimum rent and interest income resulting from additional investments in real estate properties and mortgage loans receivable during the last twelve months. The increase was also attributable to increased additional rent and additional interest earned under the Company's existing leases and mortgage loans receivable based on increases in the facility revenues and the Consumer Price Index. Total expenses for the three-month period increased $1,195,000 or 12% over the same period in 1996. The increase is due to increased depreciation in connection with the acquisition of additional facilities during the last twelve months and to increased interest expense as a result of the issuance of fixed rate medium term notes during the last twelve months. 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 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. Statement of Financial Accounting Standards ("SFAS") No. 128 Earnings per Share and SFAS No. 129 Disclosure of Information about Capital Structure were issued in February 1997 and are effective for periods ending after December 15, 1997. The Company will adopt SFAS No. 128 and SFAS No. 129 for the period ending December 31, 1997 and anticipates that such adoption will not materially impact the Company's financial statements. LIQUIDITY AND CAPITAL RESOURCES During the three-month period ended March 31, 1997, the Company acquired seven assisted living facilities and three long-term health care facilities in eight separate transactions for an aggregate purchase price of $41,307,000. The acquisitions were funded by bank borrowings under 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. In addition, the Company provided new construction financing of approximately $4,853,000 for six assisted living facilities and two long-term health care facilities and capital improvement funding in the aggregate amount of approximately $1,616,000 in accordance with certain existing lease agreements. New construction and capital improvements were funded by cash on hand and bank borrowings on the Company's bank line of credit. 7 During the three-month period ended March 31, 1997, the Company provided two mortgage loans secured by two long-term health care facilities in two separate transactions in the aggregate amount of $11,550,000. The loans were funded by bank borrowings under the Company's bank line of credit and cash on hand. During the three months ended March 31, 1997, the Company issued $25,000,000 in medium term notes. The notes bear fixed interest at a weighted average of 7.41% and have a weighted average maturity of 10 years. The proceeds were used to reduce borrowings on the Company's bank line of credit. At March 31, 1997, the Company had $37,000,000 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 $85,000,000 in aggregate principal amount of medium term notes and (b) up to $333,122,000 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. On April 1, 1997, the Company's $100,000,000 bank line of credit was amended to, among other things, extend its maturity to March 31, 2000 and reduce its current LIBOR borrowing margin from .90% to .70%. 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. 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, changes in the health industry, government regulations, including changes in Medicare and Medicaid payment levels, changes in the ratings of the Company's debt securities, the amount of any additional investments and access to capital markets. 8 OTHER INFORMATION PART II ITEM 4. NONE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 10.1 Amendment Number Five to Credit Agreement dated April 1, 1997 between the Company and Wells Fargo Bank, National Association, The Sumitomo Bank Limited, The Bank of New York, Sanwa Bank California and BHF-Bank Aktiengesellschaft. 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the three- month period ended March 31, 1997. 9 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: April 29, 1997 NATIONWIDE HEALTH PROPERTIES, INC. By /s/ MARK L. DESMOND ---------------------------------------------- Mark L. Desmond Senior Vice President and Chief Financial Officer (Principal Financial Officer) 10 EX-10.1 2 AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT EXHIBIT 10.1 AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT ----------------------------------------- This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT, dated as of April 1, 1997 (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 certain provisions of the Credit Agreement to provide for, among other things, the extension of the Termination Date, the reduction of certain fees and interest rates, and the revision of certain covenants. 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 Five 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, and that certain Amendment Number Four and Waiver to Credit Agreement dated as of December 10, 1996. 1.2 Amendment of Section 1.1 of the Credit Agreement. Section 1.1 of ------------------------------------------------ the Credit Agreement is hereby amended by (a) deleting the following defined terms in their entireties: "Applicable Eurodollar Rate Margin" and "Termination Date"; and (b) inserting the following defined terms: "Applicable Eurodollar Rate Margin" means, for each Eurodollar Rate --------------------------------- Portion of Loans outstanding prior to the Termination Date, (i) 1.50%, if Borrower has at least two of the following long- term senior debt ratings: (A) Ba1 or less as determined by Moody's Investors Service ("Moody's"), (B) BB+ or less as determined by Standard and Poor's Corporation ("S&P"), and (C) BB+ or less as determined by Duff & Phelps Inc. ("Duff"); (ii) 0.95%, if Borrower has at least two of the following long- term senior debt ratings: (A) Baa3 or better as determined by Moody's, (B) BBB- or better as determined by S&P, and (C) BBB- or better as determined by Duff; (iii) 0.75%, if the Borrower has at least two of the following long-term senior debt ratings: (A) Baa2 or better as determined by Moody's, (B) BBB or better as determined by S&P, and (C) BBB or better as determined by Duff; or (iv) 0.50%, if the Borrower has at least two of the following long-term senior debt ratings: (A) Baa1 or better as determined by Moody's, (B) BBB+ or better as determined by S&P, and (C) BBB+ or better as determined by Duff. In the event that the Borrower satisfies more than one of the ratings requirements clauses in the preceding sentence, the Applicable Eurodollar Rate Margin shall be the lowest applicable percentage amount. In the event that the Borrower does not satisfy any of the ratings requirements clauses in the preceding sentence (due to the unavailability of any such ratings or otherwise), the Applicable Eurodollar Rate Margin shall be 1.50%. Each change in the Applicable Eurodollar Rate Margin based on a change in such long-term senior debt rating shall be effective for each Interest Period of each Eurodollar Rate Portion of the Loans commencing on or after the second Business Day after the date that the Borrower provides written notice to the Agent of such rating change. "Applicable Facility Fee Rate" means, for each calendar quarter, ---------------------------- (i) 0.35% per annum, if Borrower has at least two of the following long-term senior debt ratings: (A) Ba1 or less as determined by Moody's, (B) BB+ or less as determined by S&P, and (C) BB+ or less as determined by Duff; (ii) 0.30% per annum, if Borrower has at least two of the following long-term senior debt ratings: (A) Baa3 or better as determined by Moody's, -2- (B) BBB- or better as determined by S&P, and (C) BBB- or better as determined by Duff; (iii) 0.28% per annum, if the Borrower has at least two of the following long-term senior debt ratings: (A) Baa2 or better as determined by Moody's, (B) BBB or better as determined by S&P, and (C) BBB or better as determined by Duff; (iv) 0.38% per annum, if the Borrower has at least two of the following long-term senior debt ratings: (A) Baa1 or better as determined by Moody's, (B) BBB+ or better as determined by S&P, and (C) BBB+ or better as determined by Duff; or (v) 0.25% per annum, if the Borrower has at least two of the following long-term senior debt ratings: (A) A3 or better as determined by Moody's, (B) A- or better as determined by S&P, and (C) A- or better as determined by Duff. In the event that the Borrower satisfies more than one of the ratings requirements clauses in the preceding sentence, the Applicable Facility Fee Rate shall be the percentage amount applicable to the highest ratings requirement clause met by the Borrower. In the event that the Borrower does not satisfy any of the ratings requirements clauses in the preceding sentence (due to the unavailability of any such ratings or otherwise), the Applicable Facility Fee Rate shall be 0.35%. Each change in the Applicable Facility Fee Rate based on a change in such long-term senior debt rating shall be effective for the calendar quarter commencing on or after the date that the Borrower provides written notice to the Agent of such rating change. "Net Real Estate Property Assets" means the Borrower's gross ------------------------------- investment in real estate properties (excluding mortgage loan receivables) less the accumulated depreciation on such gross investment. ---- "Termination Date" means, unless extended pursuant to Section 4.1(b), ---------------- -------------- March 31, 2000. ARTICLE 2 AMENDMENT OF CERTAIN PROVISIONS ------------------------------- OF THE CREDIT AGREEMENT ----------------------- 2.1 Amendment of Section 3.3 of the Credit Agreement. Section 3.3 of ------------------------------------------------ the Credit Agreement is amended by deleting subsection (a) therefrom in its entirety and substituting therefor the following subsection: (a) Facility Fee. The Borrower agrees to pay to the Agent for the ------------ account of each Bank a facility fee on such Bank's Commitment as in effect from time to time from the date that each Bank executes this Agreement (as set forth below such Bank's name on the signature pages hereof) until the Termination Date at the Applicable Facility Fee -3- Rate, payable quarterly in arrears on the last Business Day of March, June, September and December in each year, commencing on the first such date after the date of this Agreement, and on the earlier of the date such Bank's Commitment is terminated hereunder or the Termination Date. 2.2 Amendment of Section 9.1(b) of the Credit Agreement. Section --------------------------------------------------- 9.1(b) of the Credit Agreement is amended by (a) renumbering clause (xii) thereof to be clause (xiv) and (b) by inserting the following new clauses immediately following clause (xi) thereof: (xii) within five Business Days after any long-term senior debt rating change by Moody's, S&P or Duff with respect to the Borrower, written notice setting forth such rating change; (xiii) promptly after consummation of any purchase of a Healthcare Property for a purchase price (including the estimated costs of any renovations committed at the time of purchase) greater than or equal to $15,000,000, a description of such transaction, in reasonable detail, together with copies of all materials presented to the Borrower's Board of Directors in connection with the approval of such transaction; and 2.3 Amendment of Section 9.4(f) of the Credit Agreement. Section --------------------------------------------------- 9.4(f) of the Credit Agreement is amended by deleting clauses (iii) and (v) therefrom in their entireties and substituting therefor the following clauses: (iii) additional purchases of Healthcare Properties of other Persons and any renovation of the subject Healthcare Properties committed at the time of purchase, the consideration (whether in cash or in kind) for which together with the estimated costs of any such committed renovation or expansion (exclusive of expenditures permitted under subsection (g)) does not exceed (A) $30,000,000 individually and (B) $200,000,000 in aggregate in any fiscal year (or such greater amounts as shall be approved by the prior written consent of the Majority Banks); provided that, after giving -------- effect to such purchase, no Default shall have occurred and be continuing; (v) investments in development or construction projects (including new construction and renovations); provided that the aggregate -------- amount thereof, as of the end of any fiscal quarter of the Borrower, shall not exceed ten percent (10%) of the Net Real Estate Property Assets during the four (4) fiscal quarters then ended. 2.4 Amendment of Section 9.4(g) of the Credit Agreement. Section 9.4 --------------------------------------------------- of the Credit Agreement is amended by deleting subsection (g) therefrom in its entirety and substituting therefor the following subsection: (g) Capital Expenditures. Without the prior written consent of the -------------------- Majority Banks, the Borrower will not, and will not permit any of its Subsidiaries to, make any expenditures (exclusive of investments permitted under clauses (iii) and (v) of -4- subsection (f)) for fixed or capital assets, including obligations under Capital Leases, in an aggregate amount in excess of $5,000,000 in any fiscal year. ARTICLE 3 MISCELLANEOUS ------------- 3.1 Address for Notices. Pursuant to Section 12.2 of the Credit ------------------- Agreement, the Borrower hereby provides notice to the Agent and the Banks (and the Agent and the Banks hereby acknowledge receipt of such notice) that the address and telecopier number of the Borrower have been changed to the following: 610 Newport Center Drive, Suite 1150 Newport Beach, California 92660 Attn.: Mark L. Desmond Telecopier No. (714) 759-6887 3.2 Loan Documents. This Amendment shall be one of the Loan -------------- Documents. 3.3 Execution. This Amendment may be executed in any number of --------- counterparts, 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. 3.4 Effectiveness. This Amendment shall be effective as of the date ------------- first 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. 3.5 No Other Amendment. Except as expressly amended hereby, the ------------------ Credit 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. 3.6 Governing Law. This Amendment shall be governed by, and ------------- construed and enforced in accordance with, the laws of the State of California. -5- 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 SANWA BANK CALIFORNIA ASSOCIATION, in its individual capacity and as Agent By /s/ KAY MATHERLY By /s/ JOHN LINDER ------------------------------ ----------------------------- Title: Vice President Title: Vice President THE SUMITOMO BANK, LIMITED BHF-BANK AKTIENGESELLSCHAFT By /s/ YVONNE K. TSO By /s/ THOMAS LEISSL ------------------------------ ----------------------------- Title: Vice President Title: Vice President By /s/ BRADFORD E. CHAMBERS By /s/ DAN DOBRJANSKYJ ------------------------------ --------------------------- Title: Vice President Title: Assistant Vice President THE BANK OF NEW YORK By /s/ LISA BROWN ------------------------------ Title: Vice President NATIONWIDE HEALTH PROPERTIES, INC. By /s/ MARK L. DESMOND ------------------------------ Title: Senior Vice President & Chief Financial Officer -6- EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 13,578 0 4,058 0 0 7,232 700,459 94,392 802,826 23,552 351,929 0 0 4,180 423,165 802,826 0 26,302 0 11,547 888 0 6,101 14,755 0 0 0 0 0 14,755 .35 .35
-----END PRIVACY-ENHANCED MESSAGE-----