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, 1998 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: 1-11852 ________________________ HEALTHCARE REALTY TRUST INCORPORATED (Exact name of Registrant as specified in its charter) Maryland 62 - 1507028 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3310 West End Avenue Suite 700 Nashville, Tennessee 37203 (Address of principal executive offices) (615) 269-8175 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports 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 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 May 1, 1998, 20,671,709 shares of the Registrant's Common Stock, $.01 par value, were outstanding. HEALTHCARE REALTY TRUST INCORPORATED FORM 10-Q March 31, 1998 TABLE OF CONTENTS Part I - Financial Information Item 1. Financial Statements Page Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Income 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II - Other Information Item 6. Reports on Form 8-K 15 Signature 16 Item 1. Healthcare Realty Trust Incorporated Condensed Consolidated Balance Sheets (Dollars in thousands) (Unaudited) (1) ASSETS March 31, 1998 Dec. 31, 1997 -------------- ------------- Real estate properties: Land $62,046 $58,424 Buildings and improvements 438,347 423,618 Personal property 4,827 4,492 Construction in progress 7,278 19,165 ----- ------ 512,498 505,699 Less accumulated depreciation (38,022) (34,718) ------- ------- Total real estate properties, net 474,476 470,981 Cash and cash equivalents 13,021 5,325 Other assets, net 20,439 12,208 ------ ------ Total assets $507,936 $488,514 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Notes and bonds payable $90,000 $101,300 Accounts payable and accrued liabilities 5,412 6,879 Other liabilities 3,436 3,863 Commitments and contingencies 0 0 - - Total liabilities 98,848 112,042 ------ ------- Stockholders' equity: Preferred stock, $.01 par value; 50,000,000 shares authorized; none outstanding 0 0 Common stock, $.01 par value; 150,000,000 shares authorized; 20,671,709 issued and outstanding at Mar. 31, 1998 and 19,285,927 at Dec. 31, 1997 207 193 Additional paid-in capital 440,345 402,607 Deferred compensation (11,521) (7,689) Cumulative net income 97,473 88,867 Cumulative dividends (117,416) (107,506) -------- -------- Total stockholders' equity 409,088 376,472 ------- ------- Total liabilities and stockholders' equity $507,936 $488,514 ======== ======== (1) The balance sheet at Dec. 31, 1997 has been derived from 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. (The accompanying notes, together with the Notes to the Consolidated Financial Statements, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, are an integral part of these financial statements. 1 Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Income For the Three Months Ended March 31, 1998 and 1997 (Unaudited) (Dollars in thousands, except per share data) 1998 1997 ---- ---- REVENUES: Master lease rental income $9,755 $10,010 Property operating income 6,820 2,176 Management fees 458 304 Interest and other income 300 352 --- --- 17,333 12,842 ------ ------ EXPENSES: General and administrative 1,325 713 Property operating expenses 2,394 607 Interest 1,783 2,385 Depreciation 3,142 2,702 Amortization 83 97 -- -- 8,727 6,504 ----- ----- NET INCOME $8,606 $6,338 ====== ====== NET INCOME PER SHARE - BASIC $0.44 $0.39 ===== ===== NET INCOME PER SHARE - DILUTED $0.43 $0.38 ===== ===== SHARES OUTSTANDING - BASIC 19,344,067 16,214,654 ========== ========== SHARES OUTSTANDING - DILUTED 19,821,162 16,596,862 ========== ========== (The accompanying notes, together with the Notes to the Consolidated Financial Statements, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, are an integral part of these financial statements. 2 Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1998 and 1997 (Unaudited) (Dollars in thousands) 1998 1997 ---- ---- Cash flows from operating activities: Net income $8,606 $6,338 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 3,303 2,868 Deferred compensation 312 166 Decrease in other liabilities (428) (88) Increase in other assets (896) (394) Decrease in accounts payable and accrued liabilities (1,466) (2,100) ------ ------ Net cash provided by operating activities 9,431 6,790 ----- ----- Cash flows from investing activities: Acquisition of real estate properties (14,089) (9,790) ------- ------ Cash flows from financing activities: Borrowings on long-term notes payable 8,500 0 Repayments on long-term notes payable (19,800) (78,618) Deferred financing and organization costs paid 0 (23) Dividends paid (9,910) (6,869) Proceeds from issuance of common stock 33,564 132,978 ------ ------- Net cash provided by financing activities 12,354 47,468 ------ ------ Increase in cash and cash equivalents 7,696 44,468 Cash and cash equivalents, beginning of period 5,325 1,354 ----- ----- Cash and cash equivalents, end of period $13,021 $45,822 ======= ======= (The accompanying notes, together with the Notes to the Consolidated Financial Statements, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, are an integral part of these financial statements. 3 Healthcare Realty Trust Incorporated Notes to Condensed Consolidated Financial Statements March 31, 1998 (Unaudited) Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Healthcare Realty Trust Incorporated (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The results of operations for the three-month period ending March 31, 1998 are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. Note 2. Organization The Company invests in healthcare-related properties located throughout the United States. The Company provides management, leasing and build-to-suit development, and capital for the construction of new facilities as well as for the acquisition of existing properties. As of March 31, 1998, the Company had invested or committed to invest in 91 properties (the "Properties") located in 44 markets in 14 states, which are supported by 19 healthcare-related entities. The Properties include: 4 Number of (in thousands) Properties Investment ---------- ---------- Ancillary hospital facilities 42 $281,548 Medical office buildings 5 15,804 Physician clinics 17 46,718 Long-term care facilities 18 102,523 Comprehensive ambulatory care centers 4 41,908 Clinical laboratories 2 13,075 Ambulatory surgery centers 3 6,886 Corporate and third party developments 0 4,036 - ----- 91 $512,498 == ======== Note 3. Funds From Operations Funds from operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") 1995 White Paper, means net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation from real estate assets. The Company considers FFO to be an informative measure of the performance of an equity REIT and consistent with measures used by analysts to evaluate equity REITs. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs, and should not be considered as an alternative to net income as an indicator of the Company's operating performance or as an alternative to cash flow as a measure of liquidity. FFO for the three months ended March 31, 1998 and 1997, was $11.6 million, or $0.60 per basic share ($0.59 per diluted share) and $9.1 million, or $0.56 per basic share ($0.55 per diluted share), respectively. NAREIT encourages REITs to make reporting changes consistent with the 1995 NAREIT White Paper on FFO no later than fiscal year 1996. Beginning with first quarter 1996 operations, the Company's policy has been to report FFO calculated on the NAREIT 1995 White Paper. 5 Funds from Operations (Dollars in thousands, except per share data) Three Months Ended March 31, ---------------------------- 1998 1997 ---- ---- Net Income (1) $8,606 $6,339 Non-recurring items (2) 0 112 Gain or loss on dispositions 0 0 Straight line rents 0 0 ADD: Depreciation Real estate 2,998 2,605 Office F,F&E 0 0 Leasehold improvements 0 0 Other non-revenue producing assets 0 0 - - 2,998 2,605 ----- ----- Amortization Acquired property contracts 0 0 Other non-revenue producing assets 0 0 Organization costs 0 0 - - 0 0 - - Deferred financing costs 0 0 - - Total Adjustments 2,998 2,717 ----- ----- Funds From Operations $ 11,604 $ 9,056 =========== =========== Shares Outstanding - Basic 19,344,067 16,214,654 ========== ========== Shares Outstanding - Diluted 19,821,162 16,596,862 ========== ========== Funds From Operations Per Share - Basic $ 0.60 $ 0.56 =========== =========== Funds From Operations Per Share - Diluted $ 0.59 $ 0.55 =========== =========== (1) Net income includes $311,718 in 1998 and $166,359 in 1997 of stock based, long-term incentive compensation expense. This expense never requires the disbursement of cash. (2) Represents a loss from a debt restructuring. 6 Note 4. Notes and Bonds Payable Notes and Bonds payable at March 31, 1998 consisted of $90.0 million of unsecured notes. Unsecured Notes On September 18, 1995, the Company privately placed $90.0 million of unsecured notes (the "Unsecured Notes") with sixteen credit institutions. The Unsecured Notes bear interest at 7.41%, payable semi-annually, and mature on September 1, 2002. Beginning on September 1, 1998 and on each September 1 through 2002, the Company must repay $18.0 million of principal. The note agreements pursuant to which the Unsecured Notes were purchased contain certain representations, warranties and financial and other covenants customary in such loan agreements. Unsecured Credit Facility On December 26, 1996, the Company's $75.0 million unsecured credit facility (the "Unsecured Credit Facility") with four commercial banks was increased to $100.0 million and extended to December 30, 1999. At the option of the Company, borrowings bear interest at one of the banks' base rate or LIBOR plus 1.125%. In addition, the Company pays a commitment fee of .225 of 1% per annum on the unused portion of funds available for borrowings under the Unsecured Credit Facility. The Unsecured Credit Facility contains certain representations, warranties and financial and other covenants customary in such loan agreements. At March 31, 1998, the Company had the maximum available borrowing capacity under the Unsecured Credit Facility. Serial and Term Bonds Payable In conjunction with the acquisition of certain facilities, the Company assumed serial and term bonds payable, totaling $7.2 million. These bonds payable were repaid or defeased during 1996 and 1997. The Company placed funds in an irrevocable trust to defease $2.9 million of serial and term bonds, which paid interest semi-annually at interest rates ranging from 6.9% to 8.1%. The resulting loss from the defeasance was not material. Other Long-Term Debt Information During the first quarter of 1998 the Company repaid $11.3 million of indebtedness from proceeds of a unit investment trust offering (see Note 8). During the first quarter of 1997, the Company repaid $78.6 million of indebtedness from proceeds of a secondary offering. 7 Note 5. Acquisitions of Real Estate During the quarter ended March 31, 1998, the Company purchased four physician clinics in Tennessee with an aggregate of 68,764 square feet for a total of approximately $7.4 million. Note 6. Deferred Compensation Effective January 27, 1998, 141,668 restricted shares, bringing the total to 425,000, of the Company's common stock previously reserved were released to certain officers of the Company upon the achievement of the Company's performance based criteria in accordance with the terms of the First Implementation of the Company's 1993 Employees Stock Incentive Plan. These restricted shares require continued employment, generally for 12 years from the date of release, prior to vesting. Note 7. Commitments As of March 31, 1998, the Company had a net investment of approximately $14.5 million in two build-to-suit developments in progress and one expansion of an existing facility, which have a total remaining funding commitment of approximately $16.3 million. The Company also had a contingent commitment to fund approximately $6.8 million in an existing facility. 8 Note 8. Stockholders' Equity In February 1998, the Company participated in two unit investment trust offerings and sold an aggregate of 1,224,026 shares of its common stock. The Company received an aggregate of $33.3 million in net proceeds from these transactions. The proceeds were used to fully repay the outstanding borrowings under the Unsecured Credit Facility, acquisitions, development and for general corporate purposes. Note 9. Net Income Per Share The table below sets forth the computation of basic and diluted earnings per share as required by FASB Statement No. 128 for the three months ended March 31, 1998 and 1997. Three Months Ended March 31, ---------------------------- 1998 1997 ---- ---- Basic EPS Average Shares Outstanding 19,869,398 16,596,267 Actual Restricted Stock Shares (525,331) (381,613) -------- -------- Denominator 19,344,067 16,214,654 ========== ========== Numerator $ 8,605,872 $ 6,338,354 =========== =========== Per Share Amount $ 0.44 $ 0.39 =========== =========== Diluted EPS Denominator for Basic EPS 19,344,067 16,214,654 Restricted Shares-Treasury 402,843 300,468 Dilution for Employee Stock Purchase Plan 24,556 33,821 Dilution for Warrants 49,696 47,919 ------ ------ Denominator 19,821,162 16,596,862 ========== ========== Numerator $ 8,605,872 $ 6,338,354 =========== =========== Per Share Amount $ 0.43 $ 0.38 =========== =========== Note 10. Changes in Accounting Principles In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and displaying comprehensive income and its components in a full set of general purpose financial statements. 9 Statement 130 is effective for interim and annual periods beginning after December 15, 1997. Comprehensive income encompasses all changes in shareholders' equity (except those arising from transactions with owners) and includes net income, net unrealized capital gains or losses on available for sale securities and foreign currency translation adjustments. Comprehensive income is the same as net income for the Company. In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information," which establishes standards for the way public business enterprises are to report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. Statement No. 131 is effective for annual periods beginning after December 15, 1997. Management of the Company is currently evaluating the applicability of Statement No. 131, which may result in expanded segment disclosures. The Emerging Issues Task Force ("EITF") has been considering the accounting for internal acquisition costs for real estate properties. In the past, the Company has capitalized certain internal costs incurred in identifying, acquiring and developing real estate properties and has depreciated the capitalized costs over the life of the related property. At its March 19, 1998 meeting, the EITF reached a consensus on Issue No. 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisition," that internal preacquisition costs relating to the purchase of an operating property should be expensed as incurred. At a previous meeting, the Task Force concluded that internal preacquisition costs related to the purchase of nonoperating property could be capitalized in specified circumstances. Expensing internal preacquisition costs related to the purchase of operating properties will accelerate the recognition of these costs, negatively impacting reported earnings and funds from operations of the Company. The adoption of this EITF is not expected to be material to the Company's financial position or its results of operations. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Operating Results First Quarter 1998 Compared to First Quarter 1997 Net income for the quarter ended March 31, 1998 increased to $8.6 million, or $0.44 per basic share ($0.43 per diluted share) from $6.3 million, or $0.39 per basic share ($0.38 per diluted share) for the same period in 1997, a 35.8% increase in net income or 12.8% per basic share (13.2% per diluted share). Total revenues for the quarter ended March 31, 1998 were $17.3 million compared to $12.8 million for the quarter ended March 31, 1997, which is an increase of $4.5 million or 35.0%. The increase is primarily due to master lease rental income and property operating income derived from approximately $62.0 million of property acquisitions and properties reclassified from construction in progress subsequent to March 31, 1997. While the number of managed properties rose from 86 properties at March 31, 1997 to 171 properties at March 31, 1998, management fees do not increase proportionately due to the elimination in consolidation of Company owned managed properties. Management fees increased $154,000 for the quarter ending March 31, 1998, compared to the same period in 1997 substantially due to the addition of third party management contracts in Florida and Virginia. Interest and other income for the quarter ended March 31, 1998 was $300,000 compared to $352,000 for the quarter ended March 31, 1997. The Company maintained an average cash balance of approximately $10.0 million during the quarter ended March 31, 1998. In comparison, the Company completed the secondary offering and maintained an average cash balance of approximately $29.0 million during the quarter ended March 31, 1997 which resulted in significantly higher interest income. Additionally, in 1998, the Company earned interest of $117,000 from a mortgage note related to a development project. Total expenses for the quarter ended March 31, 1998 were $8.7 million compared to $6.5 million for the quarter ended March 31, 1997, which is an increase of $2.2 million or 34.2%. Depreciation expense increased $440,000 due to the acquisition of additional properties and the completion of properties under construction, discussed in the preceding paragraph. General and administrative expenses increased $612,000 or 86%, primarily due to an increase in non-reimbursed employees associated with the increase in management contracts. Interest expense decreased $602,000 for the quarters ended March 31, 1998 and 1997. During the quarter ended March 31, 1998, the Company had an average outstanding debt balance of approximately $5.7 million under the Unsecured Credit Facility compared to $42.0 million in 1997. Additionally, there was approximately $2.3 million less in construction in progress throughout the quarter 11 during 1998 compared to 1997 which resulted in less capitalized interest in 1998. There was no significant variation in amortization expense. Liquidity and Capital Resources As of March 31, 1998, the Company had invested, or committed to invest in, 91 properties (the "Properties") for an aggregate investment of $512.5 million located in 44 markets in 14 states, which are supported by 19 healthcare-related entities. The Company has financed its acquisitions to date through the sale or exchange of common stock, long-term indebtedness, borrowings under its credit facilities, and the assumption of bonds. In February 1998, the Company participated in two unit investment trust offerings and sold an aggregate of 1,224,026 shares of its common stock. The Company received an aggregate of $33.3 million in net proceeds from these transactions. The proceeds were used to fully repay the outstanding borrowings under the Unsecured Credit Facility, acquisitions, development and for general corporate purposes. The Unsecured Notes bear interest at 7.41%, payable semiannually, and mature on September 1, 2002. Beginning on September 1, 1998 and on each September 1 through 2002, the Company must repay $18.0 million of principal under the Unsecured Notes. The Company intends to repay the first installment due September 1 from cash provided by Company operations, proceeds from the issuance of stock or, if necessary, from proceeds borrowed under its Unsecured Credit Facility. At March 31, 1998, the Company had the maximum borrowing capacity available under the Unsecured Credit Facility. In addition, the Company had cash of approximately $13.0 million. At March 31, 1998, the Company had stockholders' equity of $409.1 million. The debt to total capitalization ratio was approximately 0.18 to 1.00 at March 31, 1998. During the quarter ended March 31, 1998, the Company purchased four physicians clinics in Tennessee with an aggregate of 68,764 square feet for a total of approximately $7.4 million. These acquisitions were financed by proceeds borrowed under its Unsecured Credit Facility. During the quarter ended March 31, 1998, the Company funded a net of approximately $5.4 million for construction in progress and capital additions. The sources of these funds were cash provided by Company operations or proceeds from the two unit investment trust offerings. On February 17, 1998, the Company paid a dividend of $0.51 per share to the holders of its common stock as of the close of business on February 4, 1998. This dividend related to the period from October 1, 1997 through December 31, 1997. 12 In April 1998, the Company announced payment of a dividend of $0.515 per share to the holders of common shares on May 6, 1998. The dividend will be paid on May 18, 1998. The dividend relates to the period January 1, 1998 through March 31, 1998. As of March 31, 1998, the Company had a net investment of $14.5 million in two build-to-suit developments in progress and one expansion of an existing facility, which have a total remaining funding commitment of $16.3 million.The Company also had a contingent commitment to fund approximately $6.8 million in an existing facility. These commitments will be funded from the sale or exchange of common stock, Company operations or proceeds borrowed under the Unsecured Credit Facility. FFO increased to $11.6 million, or $0.60 per basic share ($0.59 per diluted share) for the quarter ended March 31, 1998 compared to $9.1 million, or $0.56 per basic share ($0.55 per diluted share) for the same period in 1997. Although FFO is not based upon generally accepted accounting principles, the Company considers it to be an informative measure of the performance of an equity REIT and consistent with measures used by analysts to evaluate equity REITs. As of March 31, 1998 the Company can issue an aggregate of approximately $108.0 million of securities remaining under currently effective registration statements. The Company intends to offer securities under such registration statements from time to time to finance future acquisitions and build-to-suit developments as they occur. The Company may, under certain circumstances, borrow additional amounts in connection with the renovation or expansion of its properties, the acquisition or development of additional properties or, as necessary, to meet distribution requirements for REITs under the Code. The Company may raise additional capital or make investments by issuing, in public or private transactions, its equity and debt securities, but the availability and terms of any such issuance will depend upon market and other conditions. Under the terms of the leases and other financial support agreements relating to the properties, tenants or healthcare providers are generally responsible for operating expenses and taxes relating to the properties. As a result of these arrangements, the Company does not believe that it will be responsible for any material increase in expenses in connection with the properties during the respective terms of the agreements. The Company anticipates entering into similar arrangements with respect to additional properties it acquires or develops. After the term of the lease or financial support agreement, or in the event the financial obligations required by the agreement are not met, the Company anticipates that any expenditures it might become responsible for in maintaining the properties will be funded by cash from operations and, in the case of major expenditures, possibly by borrowings. To the extent that unanticipated expenditures or significant borrowings are required, the Company's cash available for distribution and liquidity may be adversely affected. Management believes that inflation should not have a materially adverse effect on the Company. The majority of the leases contain some provision for additional rent payments based on increases in various economic measures. 13 The Company plans to continue to make additional investments in 1998, pay its quarterly dividends, with increases consistent with its current practices, and meet all other liquidity needs. The Company provides no assurance, however, that it will be able to obtain additional financing or capital on terms acceptable to the Company in sufficient amounts to meet its liquidity needs. This March 31, 1998 Form 10-Q of the Company includes forward-looking statements which reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties which would cause actual results to differ materially from historical results or those anticipated. For a more detailed discussion of these factors, see Item 1 of the Company's Form 10-K for the fiscal year ended December 31, 1997. 14 PART II - OTHER INFORMATION Item 6. Reports on Form 8-K (a) Reports on Form 8-K The Company filed the following reports on Form 8-K during the first quarter of 1998. Date of Earliest Event Reported Date Filed Items Reported -------------- ---------- -------------- January 30, 1998 February 16, 1998 5. Other Events 7. Financial Statements and Exhibits February 17, 1998 February 17, 1998 5. Other Events and Information 7. Financial Statements and Exhibits February 18, 1998 February 24 ,1998 5. Other Events 7. Financial Statements and Exhibits February 24, 1998 March 2, 1998 5. Other Events 7. Financial Statements and Exhibits 15 SIGNATURES 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. HEALTHCARE REALTY TRUST INCORPORATED By: /s/ Timothy G. Wallace ---------------------- Timothy G. Wallace Executive Vice President, Finance and Chief Financial Officer Date: May 8, 1998 16