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, 1998 ------------------------------------------------- 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 X . No . --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 1, 1998. Class: Shares of Common Stock, $1.00 par value Outstanding 25,456,788 shares Shares of Preferred Stock, $1.00 par value Outstanding 3,000,000 shares
2 HEALTH CARE REIT, INC. INDEX Page ---- Part I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets - June 30, 1998 and December 31, 1997 3 Consolidated Statements of Income - Three and six months ended June 30, 1998 and 1997 4 Consolidated Statements of Shareholders' Equity- Six months ended June 30, 1998 and 1997 5 Consolidated Statements of Cash Flows- Six months ended June 30, 1998 and 1997 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 EXHIBIT INDEX 16 -2-
3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES <TABLE> <CAPTION> JUNE 30 DECEMBER 31 1998 1997 (UNAUDITED) (NOTE) --------- --------- (IN THOUSANDS) <S> <C> <C> ASSETS Real estate investments: Real property owned: Land $ 39,305 $ 22,445 Buildings & improvements 385,031 239,549 Construction in progress 87,905 47,050 --------- --------- 512,241 309,044 Less accumulated depreciation (15,930) (11,769) --------- --------- Total real property owned 496,311 297,275 Loans receivable 390,683 412,734 Direct financing leases 7,722 7,935 --------- --------- 894,716 717,944 Less allowance for losses on loans receivable (4,687) (4,387) --------- --------- Net real estate investments 890,029 713,557 Other Assets: Direct investments 21,790 4,964 Marketable securities 3,832 4,671 Deferred loan expenses 2,582 2,275 Cash and cash equivalents 1,270 1,381 Receivables and other assets 7,484 7,479 --------- --------- 36,958 20,770 --------- --------- TOTAL ASSETS $ 926,987 $ 734,327 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Borrowings under line of credit obligations $ 89,600 $ 78,400 Senior unsecured notes 240,000 162,000 Mortgages payable 7,467 8,670 Accrued expenses and other liabilities 19,313 15,333 --------- --------- TOTAL LIABILITIES 356,380 264,403 Shareholders' equity: Preferred Stock, $1.00 par value: Authorized - 10,000,000 shares Issued and outstanding - 3,000,000 75,000 Common Stock, $1.00 par value: Authorized - 40,000,000 shares Issued and outstanding - 25,456,788 in 1998 and 24,341,030 in 1997 25,457 24,341 Capital in excess of par value 460,700 435,603 Undistributed net income 9,172 8,841 Accumulated other comprehensive income 3,644 4,671 Unamortized restricted stock (3,366) (3,532) --------- --------- TOTAL SHAREHOLDERS' EQUITY 570,607 469,924 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 926,987 $ 734,327 ========= ========= </TABLE> NOTE: The balance sheet at December 31, 1997 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 <TABLE> <CAPTION> THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1998 1997 1998 1997 ---------------------- ---------------------- (IN THOUSANDS EXCEPT PER SHARE DATA) <S> <C> <C> <C> <C> REVENUES: Interest on loans receivable $11,442 $11,319 $23,364 $21,935 Prepayment fees 477 477 Operating lease rent 9,625 5,461 17,269 10,424 Direct financing lease income 214 357 428 714 Loan and commitment fees 1,286 717 2,512 1,301 Other income 592 117 812 166 ------- ------- ------- ------- Total Revenue $23,159 $18,448 $44,385 $35,017 EXPENSES: Interest expense $ 4,461 $ 3,752 $ 8,701 $ 7,763 Provision for depreciation 2,292 1,276 4,162 2,461 General and administrative expenses 1,336 1,181 2,717 2,361 Loan expense 181 161 357 378 Provision for losses 150 150 300 300 ------- ------- ------- ------- Total expenses $ 8,420 $ 6,520 $16,237 13,263 ------- ------- ------- ------- Net Income $14,739 $11,928 $28,148 $21,754 Preferred stock dividends 832 832 ------- ------- ------- ------- Net Income Available to Common Shareholders $13,907 $11,928 $27,316 $21,754 ======= ======= ======= ======= Average number of common shares outstanding: Basic 25,272 21,845 24,768 20,523 Diluted 25,612 22,101 25,130 20,779 Net income available to Common Shareholders per share: Basic $ 0.55 $ 0.55 $ 1.10 $ 1.06 Diluted 0.54 0.54 1.09 1.05 </TABLE> See notes to unaudited consolidated financial statements -4-
5 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES <TABLE> <CAPTION> Six months ended June 30, 1998 ------------------------------------------------------------------------------------------------ Capital In Unamortized Accum. Other Preferred Common Excess of Restricted Undistributed Comprehensive In thousands Stock Stock Par Value Stock Net Income Income Total ----------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at beginning of period $ $24,341 $435,603 $(3,532) $ 8,841 $ 4,671 $469,924 Comprehensive income: Net income 28,148 28,148 Unrealized gains (losses) on securities (838) (838) Foreign currency translation adjustment (189) (189) -------- Comprehensive income 27,121 -------- Proceeds from issuance of shares from dividend reinvestment plan 147 3,758 3,905 Proceeds from issuance of shares from stock incentive plan 56 1,008 1,064 Proceeds from sale of shares 913 22,808 23,721 Proceeds from sale of Preferred Stock 75,000 (2,477) 72,523 Reserved for restricted stock net of amortization 166 166 Cash dividends paid (27,817) (27,817) ------- ------- -------- ------- --------- -------- -------- Balance at end of period $75,000 $25,457 $460,700 $(3,366) $ 9,172 $ 3,644 $570,607 ======= ======= ======== ======= ========= ======== ======== <CAPTION> Six months ended June 30, 1997 ------------------------------------------------------------------------------------------------ Capital In Unamortized Accum. Other Preferred Common Excess of Restricted Undistributed Comprehensive Stock Stock Par Value Stock Net Income Income Total ----------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at beginning of period $ $18,320 $ 298,281 $ 0 $ 8,167 $ 768 $325,536 Comprehensive income: Net income 21,754 21,754 Unrealized gains on securities 670 670 -------- Comprehensive income 22,424 -------- Proceeds from issuance of shares from dividend reinvestment plan 90 2,012 2,102 Proceeds from issuance of shares from stock incentive plan 152 3,307 3,459 Reserved for restricted stock, Net of amortization (2,608) (2,608) Proceeds from sale of shares 3,480 76,266 79,746 Cash dividends paid (21,197) (21,197) ------- ------- --------- -------- ---------- --------- -------- Balance at end of period $ 0 $22,042 $ 379,866 $(2,608) $ 8,724 $ 1,438 $409,462 ======= ======= ========= ======== ========== ========= ======== </TABLE> See notes to unaudited consolidated financial statements -5-
6 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) HEALTH CARE REIT, INC. AND SUBSIDIARIES <TABLE> <CAPTION> SIX MONTHS ENDED JUNE 30 1998 1997 --------------------------- (IN THOUSANDS) <S> <C> <C> OPERATING ACTIVITIES Net income $ 28,148 $ 21,754 Adjustments to reconcile net income to net cash Provision for depreciation 4,198 2,489 Provision for losses 300 300 Amortization 588 379 Loan and commitment fees earned less than cash received 523 452 Direct financing lease income less than cash received 213 144 Rental income in excess of cash received (569) (706) Interest and other income in excess of cash received (164) (17) Increase in accrued expenses and other liabilities 3,459 1,108 (Increase)/decrease in receivables and other assets 695 (351) --------- --------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 37,391 25,552 INVESTING ACTIVITIES Investment in real properties (129,768) (60,476) Investment in loans receivable (62,980) (69,361) Investment in equity related investments (16,856) 0 Principal collected on loans 11,606 12,761 Other (169) (349) --------- --------- NET CASH USED IN INVESTING ACTIVITIES (198,167) (117,425) FINANCING ACTIVITIES Net (payments)/advances under line of credit arrangements 11,200 (47,525) Principal payments on long-term obligations (23,203) (197) Net proceeds from the issuance of Common Stock 28,625 82,699 Net proceeds from the issuance of Preferred Stock 72,523 Proceeds from issuance of Senior Notes 100,000 80,000 Increase in deferred loan expense (663) (1,515) Cash distributions to shareholders (27,817) (21,197) --------- --------- NET CASH PROVIDED FROM FINANCING ACTIVITIES 160,665 92,265 Increase/(decrease) in cash and cash equivalents (111) 392 --------- --------- Cash and cash equivalents at beginning of period 1,381 581 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,270 $ 973 ========= ========= Supplemental Cash Flow Information -- Interest Paid $ 10,155 $ 7,487 ========= ========= </TABLE> 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 six months ended June 30, 1998 are not necessarily an indication of the results that may be expected for the year ending December 31, 1998. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K/A for the year ended December 31, 1997. NOTE B - REAL ESTATE INVESTMENTS During the six months ended June 30, 1998, the Company provided permanent mortgage financings of $36,384,000, invested $57,187,000 in real property, made construction advances of $99,177,000, and funded $16,856,000 of equity related investments. During the six months ended June 30, 1998, the Company received principal payments on real estate mortgages of $11,172,000 and had net payments on working capital loans of $434,000. With respect to the above-mentioned construction advances, funding associated with 19 construction loans represented $26,595,000, and funding for construction in progress in connection with 34 properties owned directly by the Company totaled $72,582,000. During the six months ended June 30, 1998, six of the construction loans completed the construction phase of the Company's investment process and were converted to investments in permanent mortgage loans, with an aggregate investment of $22,448,000. Also during the six months ended June 30, 1998, six of the construction properties in progress completed the construction phase of the Company's investment process and were converted to permanent operating leases, with an aggregate investment balance of $31,726,000. NOTE C - INDEBTEDNESS AND SHAREHOLDERS' EQUITY In March 1998, the Company completed the sale of $100 million of 7.625% Senior Unsecured Notes due March 15, 2008. In March 1998, the Company issued 913,242 shares of Common Stock, $1.00 par value per share, at the price of $27.375 per share, which generated net proceeds to the Company of $23,721,000. In May 1998, the Company issued 3,000,000 shares of 8.875% Cumulative Redeemable Preferred Stock at the price of $25.00 per share, which generated net proceeds to the Company of $72,523,000. The Company has a total of $185,000,000 in unsecured credit facilities bearing interest at the lenders' prime rate or LIBOR plus 1.125%. A total of approximately $95,400,000 was available at June 30, 1998, subject to compliance with the terms and conditions of the unsecured credit facilities. -7-
8 NOTE D - DIRECT INVESTMENTS Management determines the appropriate classification of a direct investment at the time of acquisition and reevaluates such designation as of each balance sheet date. Debt securities which are classified as held to maturity are stated at historical cost. Equity investments are stated at historical cost. At June 30, 1998, direct investments included the preferred stock of one private corporation, subordinated debt in eight private corporations, and ownership representing 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. NOTE E - MARKETABLE SECURITIES Marketable securities are stated at market value with unrealized gains and losses reported in a separate component of shareholders' equity. At June 30, 1998, marketable securities reflected the market value of the common stock of two publicly owned corporations, which were obtained by the Company at no cost, and the fair value of the common stock related to warrants in one publicly owned corporation in excess of the exercise price. NOTE F - CONTINGENT LIABILITIES As disclosed in the financial statements for the year ended December 31, 1997, the Company was contingently liable for certain obligations amounting to $15,054,000. No significant change in these contingencies had occurred as of June 30, 1998. NOTE G - DISTRIBUTIONS PAID TO SHAREHOLDERS On May 20, 1998, the Company paid a dividend of $0.545 per share to shareholders of record on May 5, 1998. This dividend related to the period from January 1, 1998 through March 31, 1998. NOTE H - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): <TABLE> <CAPTION> Six months ended June 30 -------------------------- 1998 1997 ------- ------- <S> <C> <C> Numerator for basic and diluted earnings per share-income available to common shareholders $27,316 $21,754 ======= ======= Denominator for basic earnings per share - weighted average shares 24,768 20,523 Effect of dilutive securities: Employee stock options 219 141 Nonvested restricted shares 143 115 ------- ------- Dilutive potential common shares 362 256 ------- ------- Denominator for diluted earnings per share - adjusted weighted average shares 25,130 20,779 ======= ======= Basic earnings per share $ 1.10 $ 1.06 Diluted earnings per share $ 1.09 $ 1.05 </TABLE> -8-
9 NOTE I - COMPREHENSIVE INCOME As of January 1, 1998, the Company adopted Statement 130, Reporting Comprehensive Income. Statement 130 establishes new rules for the reporting and display of comprehensive income and its components. The adoption of this Statement had no impact on the Company's net income or shareholders' equity. Statement 130 requires unrealized gains or losses on the Company's marketable securities and foreign currency translation adjustments to be included in other comprehensive income. Prior to adoption of Statement 130, unrealized gains and losses were reported separately in shareholders' equity. Prior year financial statements have been reclassified to conform to the requirements of Statement 130. During the first six months of 1998 and 1997, total comprehensive income amounted to $27,121,000 and $22,424,000, respectively. NOTE J - SUBSEQUENT EVENTS On July 21, 1998, the Company declared a dividend of $0.55 per share payable on August 20, 1998 to shareholders of record on August 4, 1998. The dividend relates to the period from April 1, 1998 through June 30, 1998. -9-
10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES At June 30, 1998, the Company's net real estate investments totaled approximately $890,029,000, which included 56 skilled nursing facilities, 130 assisted living facilities, 15 retirement centers, six specialty care facilities and two behavioral care facilities. The Company funds its investments through a combination of long-term and short-term financing, utilizing both debt and equity. As of June 30, 1998, the Company had shareholders' equity of $570,607,000 and a total outstanding debt balance of $337,067,000, which represents a debt to equity ratio of 0.59 to 1.0. In March 1998, the Company completed the sale of $100 million of 7.625% Senior Unsecured Notes due March 15, 2008. In March 1998, the Company issued 913,242 shares of Common Stock, $1.00 par value per share, at the price of $27.375 per share, which generated net proceeds to the Company of $23,721,000. In May 1998, the Company issued 3,000,000 shares of 8.875% Cumulative Redeemable Preferred Stock at the price of $25.00 per share, which generated net proceeds to the Company of $72,523,000. During the six months ended June 30, 1998, the proceeds derived from the Company's capital raising activities were used to invest in additional health care properties and reduce bank debt under the Company's revolving line of credit arrangements. As of June 30, 1998, the Company had effective shelf registrations on file with the Securities and Exchange Commission under which the Company may issue up to $441,269,000 of securities including debt, convertible debt, common and preferred stock. 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. As of June 30, 1998, the Company had approximately $239,345,000 in unfunded commitments. Under the Company's line of credit arrangements, available funding totaled $95,400,000, subject to compliance with the terms and conditions of the line of credit arrangements. The Company believes its liquidity and various sources of available capital are sufficient to fund operations, finance future investments, and meet debt service and dividend requirements. RESULTS OF OPERATIONS Revenues for the three months ended June 30, 1998 were $23,159,000 as compared with $18,448,000 for the three months ended June 30, 1997. Revenue growth resulted primarily from increased operating lease income of $4,164,000, increased interest income of $123,000 and increased loan and commitment fees of $569,000 as a result of additional real estate investments made during the past twelve months. Revenues for the six months ended June 30, 1998 were $44,385,000 as compared with $35,017,000 for the six months ended June 30, 1997, an increase of $9,368,000 or 27%. Revenue growth resulted primarily from increased operating lease income of $6,845,000, increased interest income of $1,429,000, and increased loan and commitment fees of $1,211,000 as a result of additional real estate investments made during the past twelve months. -10-
11 The growth in income for the three and six month periods ended June 30, 1998 was offset by prepayment fees during the second quarter of 1997 of $477,000. There were no such prepayment fees during the first six months of 1998. Expenses for the three months ended June 30, 1998 totaled $8,420,000, an increase of $1,900,000 from expenses of $6,520,000 for the same period in 1997. Expenses for the six months ended June 30, 1998 totaled $16,237,000, an increase of $2,974,000 from expenses of $13,263,000 for the same period in 1997. The increases in total expenses for the three and six month periods ended June 30, 1998 were related to an increase in interest expense, an additional expense associated with the provision for depreciation and an increase in general and administrative expenses. Interest expense for the three months ended June 30, 1998 was $4,461,000 as compared to $3,752,000 for the same period in 1997. For the six month period ended June 30, 1998, interest expense totaled $8,701,000 as compared to $7,763,000 for the same period in 1997. The increase in the 1998 period was primarily due to the issuance of $80,000,000 Senior Notes in April 1997 and the issuance of $100,000,000 Senior Notes in March 1998. The increases in the 1998 periods were offset by the amount of capitalized interest recorded during the first six months of 1998. 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. The Company's interest expense is reduced by the amount capitalized. Capitalized interest for the three and six month periods in 1998 totaled $1,617,000, and $2,843,000, respectively, as compared with $381,000 and $628,000 for the same periods in 1997. The provision for depreciation for the three and six month periods ended June 30, 1998 totaled $2,292,000 and $4,162,000, respectively, increases of $1,016,000 and $1,701,000 over the comparable periods in 1997 as a result of additional investments in properties owned directly by the Company. General and administrative expenses for the three and six month periods ended June 30, 1998 totaled $1,336,000 and $2,717,000, respectively, as compared with $1,181,000 and $2,361,000 for the same periods in 1997. The expenses for the three and six month periods in 1998 were 5.77% and 6.12% of revenues as compared with 6.40% and 6.74% for the same periods in 1997. Dividend expense, associated with the Company's outstanding preferred stock, for the three and six month periods ended June 30, 1998 totaled $832,000 and $832,000 respectively. There were no such dividend payments in the same periods in 1997. As a result of the various factors mentioned above, net income available to common shareholders for the three and six month periods ended June 30, 1998 was $13,907,000, or $0.54 per diluted share, and $27,316,000, or $1.09 per diluted share, respectively, as compared with $11,928,000, or $0.54 per diluted share, and $21,754,000, or $1.05 per diluted share for the comparable periods in 1997. Net income for the three and six month periods ended June 30, 1997 included $477,000, or $0.02 per share, of prepayment fees. There were no such prepayment fees in the same period in 1998. -11-
12 IMPACT OF INFLATION During the past three years, inflation has not significantly affected the earnings of the Company because of the moderate inflation rate. Additionally, earnings of the Company are primarily long-term investments with fixed interest rates. These investments are mainly financed with a combination of equity, senior notes and borrowings under the revolving lines of credit. During inflationary periods, which generally are accompanied by rising interest rates, the Company's ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, the Company believes that equity and debt financing will continue to be available. OTHER INFORMATION This document and supporting schedules may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future to differ materially from expected results. These risks and uncertainties include, among others, competition in the financing of health care facilities, the availability of capital, and regulatory and other changes in the health care sector, as described in the Company's filings with the Securities and Exchange Commission. The Company has assessed its current computer software for proper functioning with respect to dates in the year 2000 and thereafter. The year 2000 issue and related costs are not expected to have a material impact on the operations of the Company. -12-
13 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 April 21, 1998 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 Withheld ------------------------ ---------------- ----------------- Jeffrey H. Donahue 22,249,048 193,127 Bruce G. Thompson 22,258,434 183,741 Richard A. Unverferth 22,216,385 225,790 Proposal #2 - The approval of an amendment to the Company's Stock Plan for Non-Employee Directors: For 19,957,231 Against 2,032,249 Abstain 452,695 Proposal #3 - The ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year 1998: For 22,171,313 Against 92,894 Abstain 177,968 ITEM 5. OTHER INFORMATION On April 14, 1998, the Company issued a press release in which it announced record new investments of $110 million for first quarter of 1998. On April 21, 1998, the Company issued a press release in which it announced record first quarter 1998 results and an increase in quarterly dividend. On May 8, 1998, the Company issued a press release in which it announced the sale of $75 million of cumulative redeemable preferred stock. -13-
14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports 27 Financial Data Schedule 99.1 Press release dated April 14, 1998 99.2 Press release dated April 21, 1998 99.3 Press release dated May 8, 1998 (b) Reports on Form 8-K Form 8-K filed on May 8, 1998 -14-
15 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 11, 1998 By: /s/ GEORGE L. CHAPMAN ---------------------- ------------------------------------------- George L. Chapman, Chairman, Chief Executive Officer and President Date: August 11, 1998 By: /s/ EDWARD F. LANGE, JR. ---------------------- ------------------------------------------- Edward F. Lange, Jr., Chief Financial Officer Date: August 11, 1998 By: /s/ MICHAEL A. CRABTREE ---------------------- ------------------------------------------- Michael A. Crabtree, Chief Accounting Officer -15-
16 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 April 14, 1998 99.2 Press release dated April 21, 1998 99.3 Press release dated May 8, 1998 -16-