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 June 30, 1995
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 1-9317
HEALTH AND RETIREMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 04-6558834
(State of Incorporation) (I.R.S. Employer Identification No.)
400 Centre Street, Newton, Massachusetts 02158
(Address of principal executive office) (Zip Code)
(617) 332-3990
(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
Number of Common Shares outstanding at the latest practicable date, August
5, 1995: 59,190,166 shares of beneficial interest, $.01 par value.
HEALTH AND RETIREMENT PROPERTIES TRUST
FORM 10-Q
June 30, 1995
INDEX
PART I Financial Information Page
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets - December 31, 1994 and 3
June 30, 1995
Consolidated Statements of Income - Quarters Ended 4
June 30, 1994 and 1995
Consolidated Statements of Cash Flows - Quarters Ended 5
June 30, 1994 and 1995
Notes to Consolidated Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of Financial 10 - 12
Condition and Results of Operations
PART II. Other Information
Item 4. Submission of Matters to a Vote of
Securities Holders 13
Item 6. Exhibit and Reports on Form 8-K 13
Signatures
-2-
HEALTH AND RETIREMENT PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands except per share amounts)
December 31 June 30,
1994 1995
ASSETS (Unaudited)
Real estate properties, at cost:
Land $ 63,186 $ 91,088
Buildings and improvements 609,897 787,451
------------ ------------
673,083 878,539
Less accumulated depreciation 39,570 47,137
------------ ------------
633,513 831,402
Real estate mortgages and notes, net 133,477 164,516
Cash and cash equivalents 59,766 27,479
Interest and rent receivable 4,712 5,118
Deferred interest and finance costs,
net and other assets 8,738 14,903
------------ ------------
$ 840,206 $ 1,043,418
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank notes payable -- $ 168,000
Notes and bonds payable, net 216,513 216,636
Security deposits 3,800 25,091
Due to affiliates 1,508 468
Accounts payable and accrued expenses 16,346 12,156
Shareholders' equity:
Preferred shares of beneficial
interest, $.01 par value,
50,000,000 shares authorized,
none issued -- --
Common shares of beneficial interest,
$.01 par value, 100,000,000 shares
authorized, 57,385,000 shares and
59,180,166 shares issued and
outstanding, respectively 574 592
Additional paid-in capital 652,989 677,655
Cumulative net income 168,808 202,784
Dividends (220,332) (259,964)
------------ ------------
Total shareholders' equity 602,039 621,067
------------ ------------
$ 840,206 $ 1,043,418
============ ============
See accompanying notes
-3-
HEALTH AND RETIREMENT PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(Unaudited)
Quarter Ended Six Months
June 30, Ended June 30,
1994 1995 1994 1995
Revenues:
Rental income $ 13,531 $ 24,966 $ 26,001 $ 44,796
Interest income 6,385 5,532 11,462 11,694
-------- -------- -------- --------
Total revenues 19,916 30,498 37,463 56,490
-------- -------- -------- --------
Expenses:
Interest 1,069 7,013 2,328 11,144
Depreciation and amortization 3,337 6,161 5,955 10,776
General, administrative and
advisory 1,176 1,656 2,196 3,070
-------- -------- -------- --------
Total expenses 5,582 14,830 10,479 24,990
-------- -------- -------- --------
Income before gain on sale of
properties and extraordinary
item 14,334 15,668 26,984 31,500
Gain on sale of properties -- -- 3,994 2,476
Extraordinary item - early
extinguishment of debt and
termination costs of interest
rate hedging arrangements (1,953) -- (1,953) --
-------- -------- -------- --------
Net income $ 12,381 $ 15,668 $ 29,025 $ 33,976
======== ======== ======== ========
Weighted average shares
outstanding 51,395 59,180 48,014 58,869
======== ======== ======== ========
Per share amounts:
Income before gain on sale of
properties and extraordinary
item $ .28 $ .26 $ .56 $ .54
======== ======== ======== ========
Net income $ .24 $ .26 $ .60 $ .58
======== ======== ======== ========
See accompanying notes
-4-
HEALTH AND RETIREMENT PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
Six Months Ended
June 30,
1994 1995
-------- ------
Cash flows from operating activities:
Net income $ 29,025 $ 33,976
Adjustments to reconcile net income to
cash provided by operating activities:
Gain on sale of properties ( 3,994) ( 2,476)
Loss on early extinguishment of debt 1,953 --
Depreciation and amortization 5,955 10,776
Amortization of interest costs and bond discount 317 673
(Decrease) increase in security deposits ( 4,500) 3,351
Deferred finance costs ( 3,659) ( 1,011)
Changes in assets and liabilities
Increase in interest and rent
receivable and other assets ( 769) ( 6,965)
Increase (decrease) in accounts payable and
accrued expenses 1,169 ( 3,951)
Decrease in due to affiliate ( 393) ( 1,040)
--------- ---------
Cash provided by operating activities 25,104 33,333
--------- ---------
Cash flows from investing activities:
Investment in mortgage loans and loans receivable (13,257) (21,954)
Repayment of mortgage loans 17,651 10,414
Real estate acquisitions (184,863) (187,448)
Sale of real estate 28,400 5,000
--------- ---------
Cash used in investing activities (152,069) (193,988)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of shares, net 182,366 --
Proceeds from borrowings 95,000 168,000
Payments on borrowings (106,000) --
Dividends paid (33,691) (39,632)
--------- ---------
Cash provided by financing activities 137,675 128,368
--------- ---------
Increase (decrease) in cash and cash equivalents 10,710 (32,287)
Cash and cash equivalents at beginning of period 13,887 59,766
--------- ---------
Cash and cash equivalents at end of period $ 24,597 $ 27,479
========= =========
Supplemental cash flow information:
Interest paid $ 1,287 $ 9,741
========= =========
Non-cash activities:
Purchase of real estate -- ($ 42,384)
Sale of real estate -- 19,500
Issuance of shares -- 24,684
Investment in mortgage loan -- ( 19,500)
Increase in security deposit -- 17,940
See accompanying notes
-5-
HEALTH AND RETIREMENT PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1994 and 1995
(dollars in thousands, except per share data)
(Unaudited)
1. Basis of presentation
The consolidated financial statements of Health and Retirement
Properties Trust ("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 Rule 10-01 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. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
interim periods are not necessarily indicative of the results that may be
expected for the full year.
2. Tax status
The Company is a real estate investment trust under the Internal
Revenue Code of 1986, as amended. Accordingly, the Company expects not to be
subject to federal income taxes on amounts distributed to shareholders provided
it distributes at least 95% of its real estate investment trust taxable income
and meets certain other requirements for qualifying as a real estate investment
trust.
3. Dividends
On July 7, 1995, the Trustees declared a dividend on the Company's
common shares of beneficial interest with respect to the quarter ended June 30,
1995, of $.34 per share, which will be paid on or about August 30, 1995, to
shareholders of record at the close of business on July 29, 1995.
Dividends are based principally on funds from operations which is
defined as net income excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation and amortization. Cash available for
distribution may not necessarily equal funds from operations as the cash flow of
the Company is affected by other factors not included in the funds from
operations calculation. Dividends in excess of net income are a return of
capital.
4. Real estate properties
During the six months ending June 30, 1995, the Company acquired 19
nursing properties and 21 Courtyard by Marriott hotels for approximately
$226,297. In addition, the Company sold one nursing property for $24,500 and
realized a gain of approximately $2,476. The hotels were acquired by a wholly
owned subsidiary of the Company. Nine nursing properties have been
-6-
HEALTH AND RETIREMENT PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1994 and 1995
(dollars in thousands, except per share data)
(Unaudited)
4. Real estate properties - continued
leased to an affiliate. These acquisitions were funded with cash on hand,
$168,000 of drawings on the Company's revolving credit facility and the issuance
of 1,777,766 common shares of beneficial interest. Minimum rent on the new
investments is $23,381 per year and additional rent is 3%-5% of revenue
increases at the properties. The initial lease term for the properties is
approximately 12 years with several renewal options. The leases on the hotels
and 11 of the nursing properties are secured by a $17,940 and $2,351 security
deposit, respectively.
During the six months ending June 30, 1995, the Company provided
improvement financing at existing properties of approximately $3,471. As of June
30, 1995, the Company has commitments to purchase facilities and provide
financing totaling approximately $53,067.
5. Real estate mortgages and notes, net
In connection with the sale of the nursing property described in Note
4, the Company provided a $19,500 mortgage due December 31, 2000, bearing
interest at 11% per annum. In addition, during the six months ended June 30,
1995, the Company provided debt financing totaling $17,345. The debt financings
are secured by mortgages on four assisted living and three nursing properties.
These mortgage notes bear interest between 10% and 11.35% and mature during
2007.
During the six months ended June 30, 1995, mortgage loans, secured by
six nursing properties, with outstanding principal balances totaling $10,197
were repaid.
6. Indebtedness
During the six months ended June 30, 1995, the Company increased the
maximum amount available under its existing revolving credit facility to
$207,500. The credit facility will mature in 1998, unless extended by the
parties. Borrowings under the credit facility bear interest, at the Company's
option, at a spread over LIBOR or Prime. At June 30, 1995, $168,000 was
outstanding under the credit facility.
7. Concentration of Credit Risk
At June 30, 1995, approximately 83% of the Company's real estate
investments are in health care real estate and approximately 17% are in hotel
real estate. At June 30, 1995, 32% of the Company's real estate properties, net,
and mortgage receivables were in properties leased to Marriott International,
Inc., ("Marriott"). The financial statements of Marriott have been filed as
a part of Marriott's Quarterly Report on Form 10-Q, file number 1-12188, for the
quarter ended June 16, 1995.
-7-
HEALTH AND RETIREMENT PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1994 and 1995
(dollars in thousands, except per share data)
(Unaudited)
8. Subsequent event and pro forma information
On May 16, 1995, the Company announced the proposed Initial Public Offering
(IPO) of 7,500,000 shares of stock of the Company's wholly owned subsidiary,
Hospitality Properties Trust (HPT). HPT currently owns 21 Courtyard by Marriott
Hotels. Funding for this acquisition has been provided by the Company under a
demand loan (HRP Loan). In addition, the Company purchased 40,000 shares of HPT
for $1,000. Concurrently with the completion of the IPO, the Company will
purchase for $25 per share an additional 3,960,000 shares of HPT by canceling
$99,000 of the HRP Loan. The remaining amount of the HRP Loan will be repaid to
the Company in cash following the consummation of the IPO. Completion of the IPO
is subject to various conditions and no assurances can be given as to when and
if the IPO will be completed.
The following summarized Pro Forma Consolidated Statements of Income
assume that the transaction described above and all of the Company's real estate
financing transactions during 1994 and 1995, and related financings had occurred
as of the beginning of the presented periods and give effect to the Company's
borrowing rates throughout the periods indicated.
The summarized Pro Forma Consolidated Balance Sheet is intended to
present the financial position of the Company as if the transactions described
above and related financing had occurred on June 30, 1995.
These pro forma statements are not necessarily indicative of the
expected results of operations or the Company's financial position for any
future period. Differences could result from, but are not limited to, additional
property investments, changes in interest rates and changes in the debt and/or
equity structure of the Company.
-8-
HEALTH AND RETIREMENT PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1994 and 1995
(dollars in thousands, except per share data)
(Unaudited)
8. Subsequent event and pro forma information - continued
Pro Forma Consolidated Statements of Income
Year Ended Six Months Ended
December 31, June 30,
1994 1994 1995
------------ -------- ------
(Unaudited)
Total revenues $108,535 $51,517 $53,592
Total expenses 43,040 22,080 24,855
-------- ------- -------
Income before equity income in HPT 65,495 29,437 28,737
Equity income in HPT 8,697 4,353 4,466
-------- ------- -------
Net income $ 74,192 $33,790 $33,203
======== ======= =======
Weighted average shares
outstanding 59,180 59,180 59,180
======== ======= =======
Net income per share $ 1.25 $ .57 $ .56
======== ======= =======
Pro Forma Consolidated Balance Sheet
June 30,
1995
(Unaudited)
Real estate properties, net $ 699,304
Real estate mortgages and notes, net 154,928
Equity investment in HPT 100,000
Other assets 50,560
----------
Total Assets $1,004,792
==========
Indebtedness $ 364,636
Other liabilities 19,089
Shareholders' equity
Total Liabilities and 621,067
----------
Shareholders' Equity $1,004,792
==========
-9-
HEALTH AND RETIREMENT PROPERTIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Quarter Ended June 30, 1995 Versus 1994
Total revenues for the quarter ended June 30, 1995 increased to
$30,498,000 from $19,916,000 for the quarter ended June 30, 1994. Rental income
increased to $24,966,000 from $13,531,000 and interest income decreased to
$5,532,000 from $6,385,000 during the comparable period. Rental income increased
primarily as a result of new investments in real estate subsequent to June 30,
1994. Interest income decreased primarily because of the early repayment of real
estate mortgage loans acquired by the Company at a discount and a decrease in
the associated accretion of such discount.
Total expenses for the quarter ended June 30, 1995 increased to
$14,830,000 from $5,582,000 for the quarter ended June 30, 1994. The increase is
primarily the result of increases in interest and depreciation expense of
$5,944,000 and $2,824,000, respectively. Interest and depreciation increased as
a result of new investments since June 30, 1994 and as a result of increased
borrowings used to fund such investments.
Income before gain on sale of properties and extraordinary item
increased to $15,688,000 or $.26 per share for the 1995 quarter from $14,334,000
or $.28 per share for the 1994 quarter. The increase in income before gain on
sale of properties and extraordinary item is primarily a result of the new
investments since June 30, 1994. On a per share basis, income before gain on
sale of properties and extraordinary item decreased because of additional common
shares issued since June 30, 1994. Net income was $15,668,000 ($.26 per share)
for the 1995 quarter versus $12,381,000 ($.24 per share) of the 1994 period.
The Company bases its dividend primarily on funds from operations.
Funds from operations is net income excluding gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization. Cash
available for distribution may not necessarily equal funds from operations as
the cash flow of the Company is affected by other factors not included in the
funds from operations calculation. Funds from operations for the 1995 quarter
were $22,212,000 or $.38 per share and $17,860,000 or $.35 per share for the
1994 quarter. The dividends declared which relate to these quarters were
$20,121,000 or $.34 per share in 1995 and $18,937,000 or $.33 per share in 1994.
Six months ended June 30, 1995 versus 1994
Total revenues for the six months ended June 30, 1995 increased to
$56,490,000 from $37,463,000 for the six months ended June 30, 1994. Rental
income increased to $44,796,000 from $26,001,000 and interest income increased
to $11,694,000 from $11,462,000 during the comparable period. Rental income
increased primarily as a result of new investments in real
-10-
HEALTH AND RETIREMENT PROPERTIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Six months ended June 30, 1995 versus 1994 - continued
estate subsequent to June 30, 1994. The $232,000 increase in interest income is
primarily the result of an increase in interest income earned on higher cash
balances during 1995 compared to 1994 net of lower mortgage interest income
resulting from early repayment of real estate mortgage loans acquired by the
Company at a discount and the decrease in the associated accretion of such
discount.
Total expenses for the six months ended June 30, 1995 increased to
$24,990,000 from $10,479,000 for the six months ended June 30, 1994. The
increase is primarily the result of increases in interest and depreciation
expense of $8,816,000 and $4,821,000, respectively. Interest and depreciation
increased as a result of new investments since June 30, 1994 and as a result of
increased borrowings used to fund such investments.
Income before gain on sale of properties and extraordinary item
increased to $31,500,000 or $.54 per share for the 1995 period from $26,984,000
or $.56 per share for the 1994 period. The increase in income before gain on
sale of properties and extraordinary item is primarily a result of the new
investments since June 30, 1994. On a per share basis, income before gain on
sale of properties and extraordinary item decreased because of additional common
shares issued since June 30, 1994. Net income was $33,976,000 ($.58 per share)
for the 1995 period versus $29,025,000 ($.60 per share) for the 1994 period.
Funds from operations for the six months ended June 30, 1995, were
$43,026,000 or $.73 per share and $33,318,000 or $.69 per share for the 1994
period. The dividends declared which relate to the six months ended June 30,
1995 and 1994 were $ 40,246,000 or $.68 per share and $37,870,000 or $.66 per
share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Assets of the Company increased to $1.04 billion at June 30, 1995, from
$840,206,000 at December 31, 1994. This increase is the result of net new real
estate investments of $228,445,000.
At June 30, 1995, the Company had $27,497,000 of cash and cash
equivalents, and the ability to borrow up to an additional $39,000,000 under its
revolving credit facility. At June 30, 1995, the Company had outstanding
commitments to provide financing of $53,067,000.
On April 3, 1995, the Company purchased and leased 11 nursing properties
and provided mortgage loans on three additional properties to an existing
-11-
HEALTH AND RETIREMENT PROPERTIES TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES - continued
tenant. The Company's aggregate investment in these properties is approximately
$20,045,000 and was made on terms substantially similar to existing leases and
mortgages. The initial minimum rent and interest from this transaction is
approximately $2,351,000, per annum. The initial lease term and loans mature on
2007. The Company drew $18,000,000 on the revolving credit facility to fund this
transaction.
The Company's primary focus is investments in healthcare related real
estate. At June 30, 1995, approximately 83% of the Company's investments in real
estate are health care related and approximately 17% are hotel related.
On May 16, 1995, the Company announced the proposed Initial Public
offering (IPO) of 7,500,000 shares of stock of the Company's wholly owned
subsidiary, Hospitality Properties Trust (HPT). HPT currently owns 21 Courtyard
by Marriott Hotels. Funding for this acquisition has been provided by the
Company under a demand loan (HRP Loan). In addition, the Company purchased
40,000 shares of HPT for $1,000. Concurrently with the completion of the IPO,
the Company will purchase for $25 per share an additional 3,960,000 shares of
HPT by canceling $99,000,000 of the HRP Loan. The remaining amount of the HRP
Loan will be repaid to the Company in cash following the consummation of the
IPO. The proceeds from the HRP Loan will be used to repay amounts outstanding
under the Company's revolving credit facility. As such proceed will not be
immediately reinvested in real estate assets and the Company's interest in HPT's
operating results will decline as a result of the IPO, the Company will
experience a decline in rental income. Completion of the IPO is subject to
satisfaction of various conditions and contigiences including the effectiveness
of a registration statement with respect to HPT's shares. A registration
statement has been filed by HPT with the Securities and Exchange Commission but
has not yet become effective. No assurances can be given as to when and if the
IPO will be completed.
The Company is continuing to seek new investments to expand and
diversify its portfolio of leased and mortgaged health care related real estate.
Approximately 77% of the Company portfolio is leased to or mortgage financed
with eight publicly traded companies. The Company intends to balance the use of
debt and equity in such a manner that the long term cost of funds borrowed to
acquire or mortgage finance facilities is appropriately matched, to the extent
practicable, to the terms of the investments made with such borrowed funds. As
of June 30, 1995, the Company's debt as a percentage of total capitalization was
approximately 38%. Current expenses and dividends are provided for by funds from
operations.
-12-
HEALTH AND RETIREMENT PROPERTIES TRUST
Part II Other Information
Item 4. Submission of Matters to a Vote of Securities Holders.
The Company's Annual Shareholders Meeting was held on May 16, 1995. Arthur
G. Koumantzelis was re-elected to serve as Trustees in Group III on Board of
Trustees. There were 45,360,483 shares voted in favor of, 432,699 shares
withheld from voting and 865 shares not voting, for the re-election of Arthur G.
Koumantzelis. Trustees in Group I and II, John L. Harrington, Barry M. Portnoy,
Rev. Justinian Manning, C.P. and Gerard M. Martin continued in office as
Trustees, after the meeting.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K, dated May 16, 1995 relating
to the offering of shares by Hospitality Properties Trust and legal proceedings
arising in the course of the Company's business.
-13-
HEALTH AND RETIREMENT PROPERTIES TRUST
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 duly authorized.
HEALTH AND RETIREMENT
PROPERTIES TRUST
(Registrant)
DATE August 14, 1995 BY /s/ David J. Hegarty
-------------------------- --------------------------
David J. Hegarty, President
DATE August 14, 1995 BY /s/ John G. Murray
-------------------------- ---------------------------
John G. Murray, Executive
Vice President and Chief
Financial Officer
-14-