SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
August 15, 2003
Date of Report (Date of earliest event reported)
HEALTH CARE PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-08895 | 33-0091377 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4675 MacArthur Court
Suite 900
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(949) 221-0600
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Items 5 and 12. Other Events and Required FD Disclosure; Results of Operations and Financial Condition.
Health Care Property Investors, Inc. (the “Company”) is electing to re-issue in an updated format selected income statement data for the years ended December 31, 2002, 2001 and 2000. This data has been revised from the selected income statement data originally reported to reflect the impact of the implementation of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for those assets classified as discontinued operations up to June 30, 2003. This revision has no effect on the Company’s previously reported net income or net income applicable to common shares for any of the periods presented.
The following information is only a summary and it should be read in conjunction with the historical financial statements and related notes contained in the annual and quarterly reports and other information filed by the Company with the Securities and Exchange Commission.
| Year Ended December 31, |
||||||||||||
| 2002 |
2001 |
2000 |
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| Income Statement Data: | (Amounts in thousands, except per share data) |
|||||||||||
| Rental Income, Triple Net Leases |
$ | 240,198 | $ | 222,930 | $ | 223,201 | ||||||
| Rental Income, Managed Properties |
84,497 | 76,611 | 71,728 | |||||||||
| Interest and Other Income |
27,835 | 21,834 | 22,791 | |||||||||
| Total Revenue |
352,530 | 321,375 | 317,720 | |||||||||
| Interest Expense |
77,891 | 78,489 | 86,747 | |||||||||
| Real Estate Depreciation |
73,995 | 67,618 | 66,845 | |||||||||
| Managed Properties Operating Expenses |
31,390 | 28,804 | 26,671 | |||||||||
| General and Administrative Expenses |
18,233 | 13,175 | 13,266 | |||||||||
| Impairment Losses Related to Depreciable Property |
— | 6,160 | 655 | |||||||||
| Impairment of Equity Investment |
— | — | 2,000 | |||||||||
| Total Expenses |
201,509 | 194,246 | 196,184 | |||||||||
| Income from Operations |
151,021 | 127,129 | 121,536 | |||||||||
| Minority Interests |
(8,396 | ) | (6,595 | ) | (5,729 | ) | ||||||
| Gain on Sale of Real Estate Properties, Net |
— | 1,232 | 11,756 | |||||||||
| Income Before Discontinued Operations |
142,625 | 121,766 | 127,563 | |||||||||
| Operating Income from Discontinued Operations |
5,085 | 6,880 | 8,027 | |||||||||
| Impairment Losses Related to Depreciable Property and Loss on Sale of Real Estate Properties, Net |
(10,330 | ) | (7,480 | ) | (2,097 | ) | ||||||
| Net Income Before Extraordinary Items |
137,380 | 121,166 | 133,493 | |||||||||
| Extraordinary Item-Gain on Extinguishment of Debt |
— | — | 274 | |||||||||
| Net Income |
137,380 | 121,166 | 133,767 | |||||||||
| Dividends to Preferred Stockholders |
(24,900 | ) | (24,900 | ) | (24,900 | ) | ||||||
| Preferred Stock Redemption Charge |
— | — | — | |||||||||
| Net Income Applicable to Common Shares |
$ | 112,480 | $ | 96,266 | $ | 108,867 | ||||||
| Basic Earnings Per Common Share: |
||||||||||||
| Income from Continuing Operations Applicable to Common Shares |
$ | 2.04 | $ | 1.80 | $ | 2.01 | ||||||
| Discontinued Operations |
$ | (0.09 | ) | $ | (0.01 | ) | $ | 0.11 | ||||
| Gain on Extinguishment of Debt |
$ | — | $ | — | $ | 0.01 | ||||||
| Net Income Applicable to Common Shares |
$ | 1.95 | $ | 1.79 | $ | 2.13 | ||||||
| Diluted Earnings Per Common Share: |
||||||||||||
| Income from Continuing Operations Applicable to Common Shares |
$ | 2.02 | $ | 1.79 | $ | 2.01 | ||||||
| Discontinued Operations |
$ | (0.09 | ) | $ | (0.01 | ) | $ | 0.11 | ||||
| Gain on Extinguishment of Debt |
— | — | $ | 0.01 | ||||||||
| Net Income Applicable to Common Shares |
$ | 1.93 | $ | 1.78 | $ | 2.13 | ||||||
| Weighted Average Shares Outstanding (Basic) |
57,827 | 53,879 | 51,057 | |||||||||
| Weighted Average Shares Outstanding (Diluted) |
58,147 | 53,975 | 51,100 | |||||||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTH CARE PROPERTY INVESTORS, INC. | ||||||
| Date: August 15, 2003 |
By: |
/s/ Edward J. Henning | ||||
| Name: | Edward J. Henning | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||