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, 2001 ------------------------------------------------ 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 July 15, 2001. Class: Shares of Common Stock, $1.00 par value Outstanding 32,388,514 shares
2 HEALTH CARE REIT, INC. INDEX PAGE ---- <TABLE> <S> <C> PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets - June 30, 2001 and December 31, 2000 3 Consolidated Statements of Income - Three and six months ended June 30, 2001 and 2000 4 Consolidated Statements of Shareholders' Equity - Six months ended June 30, 2001 and 2000 5 Consolidated Statements of Cash Flows - Six months ended June 30, 2001 and 2000 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 Item 4. Submission of Matters to a Vote of Security Holders 12 PART II. OTHER INFORMATION Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 EXHIBIT INDEX 15 </TABLE> -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 2001 2000 (UNAUDITED) (NOTE) ----------- ----------- (IN THOUSANDS) <S> <C> <C> ASSETS Real estate investments: Real property owned: Land $ 77,622 $ 74,319 Buildings & improvements 812,767 770,660 Construction in progress 10,314 11,976 ----------- ----------- 900,703 856,955 Less accumulated depreciation (65,443) (52,968) ----------- ----------- Total real property owned 835,260 803,987 Loans receivable Real property loans 255,367 301,321 Subdebt investments 23,269 21,972 ----------- ----------- 1,113,896 1,127,280 Less allowance for loan losses (6,361) (5,861) ----------- ----------- Net real estate investments 1,107,535 1,121,419 Other Assets: Equity investments 5,924 5,450 Deferred loan expenses 3,549 2,939 Cash and cash equivalents 5,854 2,844 Receivables and other assets 29,891 24,252 ----------- ----------- 45,218 35,485 ----------- ----------- TOTAL ASSETS $ 1,152,753 $ 1,156,904 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Borrowings under line of credit obligations $ 61,500 $ 119,900 Senior unsecured notes 245,000 255,000 Secured debt 64,818 64,852 Accrued expenses and other liabilities 15,988 18,545 ----------- ----------- TOTAL LIABILITIES 387,306 458,297 Shareholders' equity: Preferred stock 150,000 150,000 Common stock 32,389 28,806 Capital in excess of par value 601,501 528,138 Overdistributed net income (13,564) (3,388) Accumulated other comprehensive loss (1,159) (744) Unamortized restricted stock (3,720) (4,205) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 765,447 698,607 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,152,753 $ 1,156,904 =========== =========== </TABLE> NOTE: The consolidated balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States 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 2001 2000 2001 2000 ------- ------- ------- ------- (IN THOUSANDS EXCEPT PER SHARE DATA) <S> <C> <C> <C> <C> REVENUES: Rental income $23,863 $22,087 $46,471 $43,718 Interest income 7,842 10,192 16,787 21,713 Commitment fees and other income 1,037 1,591 1,927 3,266 Prepayment fees 0 57 134 57 ------- ------- ------- ------- Total revenue 32,742 33,927 65,319 68,754 EXPENSES: Interest expense 7,977 8,581 16,089 17,682 Loan expense 389 286 764 603 Provision for depreciation 6,992 5,311 13,778 10,574 Provision for losses 250 250 500 500 General and administrative expenses 2,034 1,930 3,885 3,830 ------- ------- ------- ------- Total expenses 17,642 16,358 35,016 33,189 ------- ------- ------- ------- Net income before gain on sale of properties 15,100 17,569 30,303 35,565 Gain on sale of properties 23 394 23 517 ------- ------- ------- ------- Net income 15,123 17,963 30,326 36,082 Preferred stock dividends 3,376 3,376 6,752 6,738 ------- ------- ------- ------- Net income available to common shareholders $11,747 $14,587 $23,574 $29,344 ======= ======= ======= ======= Average number of common shares outstanding: Basic 28,985 28,384 28,802 28,350 Diluted 29,402 28,613 29,137 28,579 Net income per share: Basic $ 0.41 $ 0.51 $ 0.82 $ 1.04 Diluted 0.40 0.51 0.81 1.03 Dividends declared and paid per common share $ 0.585 $ 0.585 $ 1.170 $ 1.165 </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, 2001 --------------------------------------------------------------------------------------------- Capital In In thousands Excess of Unamortized Accum. Other Preferred Common Par Restricted Overdistributed Comprehensive Stock Stock Value Stock Net Income Income/(Loss) Total --------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at beginning of period $150,000 28,806 $528,138 $(4,205) $ (3,388) $ (744) $698,607 Comprehensive income: Net income 30,326 30,326 Unrealized losses on securities (82) (82) Foreign currency translation adjustment (333) (333) ------- Comprehensive income 29,911 Proceeds from issuance from dividend reinvestment and stock incentive plans, net of forfeitures 133 2,500 (99) 2,534 Proceeds from issuance of common shares 3,450 70,863 74,313 Restricted stock amortization 584 584 Cash dividends paid (40,502) (40,502) ------- ------- ------- -------- ---------- --------- ---------- Balance at end of period $150,000 $32,389 $601,501 $(3,720) $ (13,564) $ (1,159) $765,447 ======== ======= ======== ======= ========= ======== ======== </TABLE> <TABLE> <CAPTION> Six months ended June 30, 2000 --------------------------------------------------------------------------------------------- Capital In In thousands Excess of Unamortized Accum. Other Preferred Common Par Restricted Undistributed Comprehensive Stock Stock Value Stock Net Income Income/(Loss) Total --------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at beginning of period $150,000 $28,532 $524,204 $(5,216) $ 8,883 $ 593 $706,996 Comprehensive income: Net income 36,082 36,081 Unrealized losses on securities (571) (571) Foreign currency translation adjustment (435) (435) ------- Comprehensive income 35,076 Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 128 1,776 118 2,022 Restricted stock amortization 627 627 Cash dividends paid (40,009) (40,009) ------- ------- -------- -------- ---------- --------- -------- Balance at end of period $150,000 $28,660 $525,980 $(4,471) $ 4,956 $ (413) $704,712 ======== ======= ======== ======= ========= ======== ======== </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 2001 2000 --------- --------- (IN THOUSANDS) <S> <C> <C> OPERATING ACTIVITIES Net income $ 30,326 $ 36,082 Adjustments to reconcile net income to net cash Provision for depreciation 13,897 10,702 Provision for losses 500 500 Amortization 1,349 1,229 Loan and commitment fees earned in excess of cash received (1,202) (1,154) Rental income in excess of cash received (3,874) (2,441) Interest and other income in excess of cash received (166) (166) Decrease in accrued expenses and other liabilities (1,357) (2,246) Increase in receivables and other assets (1,739) (156) --------- --------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 37,734 42,350 INVESTING ACTIVITIES Investment in real properties (42,957) (28,063) Investment in loans receivable (12,510) (11,668) Other investments, net (457) (6,946) Principal collected on loans 43,217 47,649 Proceeds from sale of properties 11,588 92,872 Other (142) (589) --------- --------- NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES (1,261) 93,255 FINANCING ACTIVITIES Net payments under line of credit arrangements (58,400) (54,700) Principal payments on long-term obligations (10,034) (41,460) Net proceeds from the issuance of Common Stock 76,847 2,022 Increase in deferred loan expense (1,374) (565) Cash distributions to shareholders (40,502) (40,009) --------- --------- NET CASH USED IN FINANCING ACTIVITIES (33,463) (134,712) --------- --------- Increase in cash and cash equivalents 3,010 893 Cash and cash equivalents at beginning of period 2,844 2,129 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,854 $ 3,022 ========= ========= Supplemental Cash Flow Information -- Interest Paid $ 17,379 $ 21,182 ========= ========= </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 accounting principles generally accepted in the United States 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 accounting principles generally accepted in the United States 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, 2001, are not necessarily an indication of the results that may be expected for the year ending December 31, 2001. 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, 2000. NOTE B - REAL ESTATE INVESTMENTS During the six months ended June 30, 2001, the Company invested $35,591,000 in real property, made construction advances of $10,325,000 and funded $1,575,000 of equity related investments. During the six months ended June 30, 2001, the Company sold properties valued at $11,588,000 and received principal payments on real estate mortgages of $43,217,000. With respect to the above-mentioned construction advances, funding for construction in progress in connection with four properties owned directly by the Company totaled $7,366,000, and funding associated with two construction loans represented $2,959,000. During the six months ended June 30, 2001, one of the construction properties in progress with an investment balance of $9,027,000 completed the construction phase of the Company's investment process and was converted to permanent operating leases and one of the construction loans with an investment balance of $2,010,000 was converted to a permanent mortgage loan. 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. At June 30, 2001, equity investments include the common stock of a corporation, valued at historical cost, 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. The ownership interest is accounted for under the equity method. -7-
8 NOTE D - CONTINGENT LIABILITIES As disclosed in the financial statements for the year ended December 31, 2000, the Company was contingently liable for certain obligations amounting to $11,425,000. NOTE E - DISTRIBUTIONS PAID TO COMMON SHAREHOLDERS On February 20, 2001, the Company paid a dividend of $0.585 per share to shareholders of record on January 31, 2001. This dividend related to the period from October 1, 2000 through December 31, 2000. On May 20, 2001, the Company paid a dividend of $0.585 per share to shareholders of record on May 1, 2001. This dividend related to the period January 1, 2001 to March 31, 2001. 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): <TABLE> <CAPTION> Three months ended June 30 Six months ended June 30 --------------------------------- ---------------------------------- 2001 2000 2001 2000 --------- --------- --------- ---------- <S> <C> <C> <C> <C> Numerator for basic and diluted earnings per share-income available to common shareholders $ 11,747 $ 14,587 $ 23,574 $ 29,343 ========= ========= ========= ========= Denominator for basic earnings per share - weighted average shares 28,985 28,384 28,802 28,350 Effect of dilutive securities: Employee stock options 192 - 110 - Nonvested restricted shares 225 229 225 229 --------- --------- --------- --------- Dilutive potential common shares 419 229 335 229 --------- --------- --------- --------- Denominator for diluted earnings per share - adjusted weighted average shares 29,402 28,613 29,137 28,579 ========= ========= ========= ========= Basic earnings per share $ 0.41 $ 0.51 $ 0.82 $ 1.04 Diluted earnings per share $ 0.40 $ 0.51 $ 0.81 $ 1.03 </TABLE> The diluted earnings per share calculation excludes the dilutive effect of 1,350,000 and 1,813,000 shares for the periods ended June 30, 2001 and 2000, 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. -8-
9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES At June 30, 2001, the Company's net real estate investments totaled $1,107,535,000 which included 146 assisted living facilities, 48 nursing facilities and nine specialty 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. In March, 2001, the Company completed its approximately $200 million asset divestiture program that it announced in October, 1999 in response to a lack of capital for health care REITs and long-term care companies. This program strengthened the Company's portfolio and generated liquidity, enhancing the Company's balance sheet. The completion of this program positioned the Company for new investment opportunities. During the first half of 2001, improved operating results in the public nursing home sector, reduced development of new assisted living facilities and a shift in equity funds flow back into income-oriented investments generated new access to appropriately priced capital for health care REITs. In June, 2001, the Company issued 3,450,000 shares of Common Stock, $1 par value, at a price of $22.75 per share, which generated net proceeds of $74,313,000. Pending their use to invest in additional health care properties, the proceeds were used primarily to pay down borrowings under the Company's line of credit arrangements. As of June 30, 2001, the Company had a total outstanding debt balance of $371,318,000 and shareholders' equity of $765,447,000 which represents a debt to equity ratio of .49 to 1.0, and a debt to total capitalization ratio of .33 to 1.0. As of June 30, 2001, the Company had an unsecured revolving line of credit expiring March 31, 2003 in the amount of $150,000,000 bearing interest at the lender's prime rate or LIBOR plus 1.5%. 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 June 30, 2002. At June 30, 2001, under the Company's line of credit arrangements, available funding, subject to customary lending conditions, totaled $113,500,000. As of June 30, 2001, the Company had effective shelf registrations on file with the Securities and Exchange Commission under which the Company may issue up to $252,344,000 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: <TABLE> <CAPTION> Three months ended Change Year to date through Change ---------------------------- ---------------- ---------------------------- ---------------- June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ % ------------- ------------- ---------------- ---------- ----------- ---------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> (000's) Rental income $ 23,863 $ 22,087 $1,776 8.04% $ 46,471 $ 43,718 $ 2,753 6.30% Interest income 7,842 10,192 (2,350) -23.06% 16,787 21,713 (4,926) -22.69% Commitment fees and other income 1,037 1,591 (554) -34.82% 1,927 3,266 (1,339)%-41.00% Prepayment fees - 57 (57) -100.00% 134 57 77 135.09% ----------- ----------- ---------------- ---------- ----------- ---------------- Total $ 32,742 $ 33,927 $(1,185) -3.49% $ 65,319 $ 68,754 $ (3,435) -5.00% =========== =========== ================ ========== =========== ================ </TABLE> For the three and six months ended June 30, 2001, 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. Commitment fees and other income decreased as a result of the completion of construction projects and curtailment of investing activity. Expenses were comprised of the following: <TABLE> <CAPTION> Three months ended Change Year to date through Change ---------------------------- ---------------- ---------------------------- ---------------- June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ % ------------- ------------- ---------------- ------------- ------------- ---------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> (000's) Interest expense $ 7,977 $ 8,581 $ (604) -7.04% $ 16,089 $ 17,682 $(1,593) -9.01% Loan expense 389 286 103 36.01% 764 604 160 26.49% Provision for depreciation 6,992 5,311 1,681 31.65% 13,778 10,574 3,204 30.30% Provision for losses 250 250 - -% 500 500 - -% General and admin. expenses 2,034 1,930 104 5.39% 3,885 3,830 55 1.44% ----------- ----------- --------------- ---------- ---------- ---------------- Total $ 17,642 $ 16,358 $1,284 7.85% $ 35,016 $ 33,190 $ 1,826 5.50% =========== =========== =============== ========== ========== ================ </TABLE> The decrease in interest expense for both the three-month and year-to-date periods was primarily due to lower average borrowings on the Company's lines of credit and senior notes partially offset by 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 $205,000 and $539,000, respectively as compared with $953,000 and $2,174,000 for the same periods in 2000. The provision for depreciation increased over the comparable periods in 2000 primarily as a result of additional investments in properties owned directly by the Company. General and administrative expenses as a percentage of revenue for the three-month and year-to-date periods were 6.21% and 5.95% as compared with 5.69% and 5.57% for the same periods in 2000. -10-
11 Other items: <TABLE> <CAPTION> Three months ended Change Year to date through Change ------------- ------------- ------------------ ------------- ------------- ------------- June 30, 2001 June 30, 2000 $ % June 30, 2001 June 30, 2000 $ % ------------- ------------- ------------------ ------------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> (000's) Other items: Gain on sales of properties $ 23 $ 394 $ (371) (94)% $ 23 $ 517 $ 494 (96)% Preferred dividends 3,376 3,376 - -% 6,752 6,738 14 -% </TABLE> 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 $11,747,000, or $0.40 per diluted share, and $23,574,000, or $0.81 per diluted share, respectively, as compared with $14,587,000, or $0.51 per diluted share, and $29,343,000, or $1.03 per diluted share for the comparable periods in 2000. 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 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, 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, 2000. -11-
12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of shareholders of Health Care REIT, Inc. was duly called and held on May 3, 2001 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: <TABLE> <CAPTION> Nominee For Withheld --------------------------------- ------------------------- ---------------------- <S> <C> <C> Jeffrey H. Donahue 29,288,580 226,599 Bruce G. Thompson 29,283,003 232,176 Richard A. Unverferth 29,250,857 264,322 Proposal #2 - The approval of an amendment to the Company's 1995 Stock Incentive Plan to increase the number of shares available for issuance: For 25,832,365 Against 3,318,359 Abstain 364,455 Proposal #3 - The ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year 2001: For 29,261,285 Against 125,889 Abstain 128,005 </TABLE> -12-
13 PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION On June 15, 2001, the Company issued a press release announcing sale of 3,000,000 Shares of Common Stock. On June 28, 2001, the Company issued a press release announcing the exercise of over allotment option for 450,000 Shares of Common Stock. On July 3, 2001, the Company announced the release of second quarter earnings on July 17 and the second quarter conference call set for July 18, 2001. On July 17, 2001, the Company issued a press release reporting second quarter results. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 99.1 Press release dated June 15, 2001 99.2 Press release dated June 28, 2001 99.3 Press release dated July 3, 2001 99.4 Press release dated July 17, 2001 (b) Reports on Form 8-K None -13-
14 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: JULY 30, 2001 By: /S/ GEORGE L. CHAPMAN --------------------- ------------------------------------- George L. Chapman, Chairman, Chief Executive Officer and President Date: JULY 30, 2001 By: /S/ RAYMOND W. BRAUN --------------------- ------------------------------------- Raymond W. Braun, Chief Financial Officer Date: JULY 30, 2001 By: /S/ MICHAEL A. CRABTREE --------------------- ------------------------------------- Michael A. Crabtree, Chief Accounting Officer -14-
15 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 -------------- ------------------- 99.1 Press release dated June 15, 2001 99.2 Press release dated June 28, 2001 99.3 Press release dated July 3, 2001 99.4 Press release dated July 17, 2001 -15-