HEALTH CARE PROPERTY INVESTORS INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2002.

¨ 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 1-8895

HEALTH CARE PROPERTY INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of

incorporation of organization)

33-0091377

(I.R.S. Employer

Identification No.)

4675 MacArthur Court, Suite 900

Newport Beach, California 92660

(Address of principal executive offices)

(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 ¨

As of August 9, 2002 there were 58,277,021 shares of $1.00 par value common stock outstanding.

HEALTH CARE PROPERTY INVESTORS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	June 30, 2002			December 31, 2001
	(Unaudited)
ASSETS
Real Estate Investments:
Buildings and Improvements	$	2,427,951		$	2,267,030
Accumulated Depreciation		(385,799	)		(339,971	)

		2,042,152			1,927,059
Construction in Progress		24,318			11,616
Land		267,517			255,881

		2,333,987			2,194,556
Loans Receivable		166,841			176,286
Investments in and Advances to Partnerships		20,886			21,750
Accounts Receivable		20,964			20,940
Other Assets		11,518			9,903
Cash and Cash Equivalents		8,916			8,408

Total Assets	$	2,563,112		$	2,431,843

LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank Notes Payable	$	101,400		$	108,500
Senior Notes Payable		901,225			764,230
Mortgage Notes Payable		180,035			185,022
Accounts Payable, Accrued Expenses and Deferred Income		52,647			57,399
Minority Interests in Partnerships		13,309			13,767
Minority Interests in Convertible Operating Partnership Units		56,181			56,201
Stockholders’ Equity:
Preferred Stock		274,487			274,487
Common Stock		57,679			56,387
Additional Paid-In Capital		1,146,995			1,100,743
Other Equity		(10,531	)		(7,948	)
Cumulative Net Income		953,848			883,084
Cumulative Dividends		(1,164,163	)		(1,060,029	)

Total Stockholders’ Equity		1,258,315			1,246,724

Total Liabilities and Stockholders’ Equity	$	2,563,112		$	2,431,843

See accompanying Notes to Condensed Consolidated Financial Statements and Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

HEALTH CARE PROPERTY INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2002			2001			2002			2001
Revenue
Rental Income, Triple Net Properties	$	62,084		$	58,217		$	114,895		$	109,692
Rental Income, Managed Properties		22,120			19,849			44,321			39,407
Interest and Other Income		5,055			5,348			10,564			10,663

		89,259			83,414			169,780			159,762

Expense
Interest Expense		18,219			19,553			35,755			40,549
Real Estate Depreciation		18,648			17,230			36,485			34,089
Managed Properties Operating Expenses		7,500			7,193			14,885			14,301
General and Administrative Expenses		4,477			3,509			8,676			6,765
Impairment Losses Related to Depreciable
Property		—			570			—			2,170

		48,844			48,055			95,801			97,874

Income From Operations		40,415			35,359			73,979			61,888
Minority Interests		(2,230	)		(1,598	)		(4,229	)		(2,935	)

Income Before Discontinued Operations		38,185			33,761			69,750			58,953
Discontinued Operations
Operating Income from Discontinued Operations		1,456			607			1,619			2,213
Gain/(Loss) on Real Estate Dispositions		714			532			(605	)		(242	)

		2,170			1,139			1,014			1,971

Net Income		40,355			34,900			70,764			60,924
Dividends to Preferred Stockholders		(6,225	)		(6,225	)		(12,450	)		(12,450	)

Net Income Applicable to Common Shares	$	34,130		$	28,675		$	58,314		$	48,474

Basic Earnings Per Common Share	$	0.60		$	0.54		$	1.03		$	0.93

Diluted Earnings Per Common Share	$	0.59		$	0.54		$	1.01		$	0.93

Weighted Average Shares Outstanding—Basic		57,319			53,162			57,030			52,069

Weighted Average Shares Outstanding—Diluted		57,626			53,389			57,286			52,258

See accompanying Notes to Condensed Consolidated Financial Statements and Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

HEALTH CARE PROPERTY INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Six Months Ended June 30,
	2002			2001
Cash Flows From Operating Activities:
Net Income	$	70,764		$	60,924
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Real Estate Depreciation		36,869			34,670
Non Cash Charges		2,555			2,132
Joint Venture Adjustments		272			(7	)
Impairment Losses Related to Depreciable Property		—			2,170
Loss on Sale of Real Estate Properties		605			242
Changes in:
Operating Assets		(18	)		(1,816	)
Operat

		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets June 30, 2002 and December 31, 2001	2

	Condensed Consolidated Statements of Income Six and Three Months Ended June 30, 2002 and 2001	3

	Condensed Consolidated Statements of Cash Flows Six and Three Months Ended June 30, 2002 and 2001	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

	PART II. OTHER INFORMATION

Item 4.	Submission of Matters to a Vote of Security Holders	27

Item 6.	Exhibits and Reports on Form 8-K	27

Signatures		32

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