1
FORM 10-Q
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 SEPTEMBER 30, 1994
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 0-14022
MEDITRUST
---------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-6532031
- - ---------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
197 First Avenue
Needham Heights, Massachusetts 02194-9127
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 433-6000
--------------
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 September 30, 1994, there were outstanding 35,082,784 Shares of
Beneficial Interest, without par value.
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MEDITRUST
FORM 10-Q
INDEX
Part I. Financial Information Page(s)
-------
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1994 (unaudited)
and December 31, 1993 3
Consolidated Statements of Income for the three months ended
September 30, 1994 and 1993 (unaudited) 4
Consolidated Statements of Income for the nine months ended
September 30, 1994 and 1993 (unaudited) 5
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1994 and 1993 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
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MEDITRUST
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
SEPTEMBER 30, December 31,
1994 1993
---------- -------------
(UNAUDITED) (Audited)
ASSETS
Real estate investments (Notes 3 and 4):
Land . . . . . . . . . . . . . . . . . . . . . . . . $ 42,060 $ 48,257
Buildings and improvements, net of accumulated
depreciation of $62,321 and $73,294, respectively . . . 524,508 564,345
Real estate mortgages . . . . . . . . . . . . . . . . . . 768,880 601,706
------------ -----------
Total real estate investments . . . . . . . . . . . . 1,335,448 1,214,308
Other assets, net . . . . . . . . . . . . . . . . . . . . . . 50,249 66,862
Short-term cash investments . . . . . . . . . . . . . . . . . 31,209 16,306
Fees, interest and other receivables . . . . . . . . . . . . 14,022 12,925
------------ -----------
Total assets . . . . . . . . . . . . . . . . . . . . $ 1,430,928 $ 1,310,401
============ ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Indebtedness (Note 5):
Senior unsecured notes payable, net . . . . . . . . . . . $ 285,179 $ 297,155
Senior mortgage notes payable, net . . . . . . . . . . . . 31,955 31,804
Convertible debentures, net . . . . . . . . . . . . . . . 231,361 199,822
Bank notes payable, net . . . . . . . . . . . . . . . . . 126,135 69,375
Bonds and mortgages payable, net . . . . . . . . . . . . . 59,476 60,089
------------ ----------
Total indebtedness . . . . . . . . . . . . . . . . 734,106 658,245
Deferred income . . . . . . . . . . . . . . . . . . . . . . . 12,486 14,468
Accrued expenses and other liabilities . . . . . . . . . . . 46,427 51,893
------------ -----------
Total liabilities . . . . . . . . . . . . . . . . . 793,019 724,606
------------ -----------
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 5 and 6):
Shares of Beneficial Interest without par value:
Unlimited Shares authorized; 35,083
and 32,836 Shares issued and
outstanding in 1994 and 1993, respectively . . . . . 728,508 666,220
Distributions in excess of net income . . . . . . . . (90,599) (80,425)
------------ ----------
Total shareholders' equity . . . . . . . . . . . . 637,909 585,795
------------ ----------
Total liabilities and shareholders' equity . . . . . $ 1,430,928 $1,310,401
============ ==========
<FN>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1993, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income . . . . . . . . . . . . . . . . . . . . . $ 19,547 $21,095
Interest income . . . . . . . . . . . . . . . . . . . . 23,611 17,521
-------- -------
Total revenues . . . . . . . . . . . . . . . . . . 43,158 38,616
-------- -------
Expenses:
Interest expense . . . . . . . . . . . . . . . . . . . 17,058 16,503
Depreciation and amortization . . . . . . . . . . . . . 4,085 4,263
General and administrative expenses . . . . . . . . . . 2,198 1,769
-------- -------
Total expenses . . . . . . . . . . . . . . . . . . 23,341 22,535
-------- -------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 19,817 $16,081
======== =======
Net income per Share, based on 34,744,000
and 31,833,000 weighted average Shares outstanding
in 1994 and 1993, respectively . . . . . . . . . . . . $ .57 $ .51
======== =======
<FN>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1993, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income . . . . . . . . . . . . . . . . . . . . . $ 62,359 $ 59,142
Interest income . . . . . . . . . . . . . . . . . . . . 64,172 53,410
--------- --------
Total revenues . . . . . . . . . . . . . . . . . . 126,531 112,552
--------- --------
Expenses:
Interest expense . . . . . . . . . . . . . . . . . . . 50,101 48,231
Depreciation and amortization . . . . . . . . . . . . . 13,080 11,897
General and administrative expenses . . . . . . . . . . 6,820 5,504
--------- --------
Total expenses . . . . . . . . . . . . . . . . . . 70,001 65,632
--------- --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 56,530 $ 46,920
========= ========
Net income per Share, based on 34,130,000
and 30,817,000 weighted average Shares outstanding
in 1994 and 1993, respectively . . . . . . . . . . . . $ 1.66 $ 1.52
========= ========
<FN>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1993, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
---- ----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income... . . . . . . . . . . . . . . . . . . . . . . . . $ 56,530 $ 46,920
Depreciation, amortization and provision for losses . . . . . 18,862 18,636
Gain from mortgage prepayments . . . . . . . . . . . . . . . (3,726) (2,714)
Other items, net . . . . . . . . . . . . . . . . . . . . . . 561 (509)
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
AVAILABLE FOR DISTRIBUTION . . . . . . . . . . . . . . . . . . 72,227 62,333
Net change in other assets and liabilities . . . . . . . . . . 5,597 (6,361)
--------- ---------
Net cash provided by operating activities . . . . . . . . . 77,824 55,972
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debenture offering . . . . . . . . 90,000 92,120
Debt issuance costs . . . . . . . . . . . . . . . . . . . . (3,033) (3,162)
Proceeds from warrant conversions and stock options . . . . . 4,666 4,992
Proceeds from bank notes . . . . . . . . . . . . . . . . . . . 197,504 47,000
Repayment of bank notes . . . . . . . . . . . . . . . . . . . (140,594) (104,000)
Repayment of senior unsecured notes . . . . . . . . . . . . . (12,500)
Principal payments on bonds and mortgages payable . . . . . . (630) (634)
Distributions to shareholders . . . . . . . . . . . . . . . . (66,704) (57,229)
Proceeds from equity offering . . . . . . . . . . . . . . . . 100,373
Equity offering costs . . . . . . . . . . . . . . . . . . . . (5,016)
--------- ---------
Net cash provided by financing activities . . . . . . . . 68,709 74,444
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of and additions to real estate . . . . . . . . . (18,693) (11,645)
Investment in real estate mortgages and development financing . (134,750) (123,537)
Prepayment proceeds and principal payments on real estate
mortgages and note . . . . . . . . . . . . . . . . . . . . 22,054 32,919
Working capital advances . . . . . . . . . . . . . . . . . . (33,959) (38,703)
Collection of receivables and repayment of working capital
advances . . . . . . . . . . . . . . . . . . . . . . . . . 33,718 7,805
---------- ---------
Net cash used in investing activities . . . . . . . . . . (131,630) (133,161)
---------- ---------
Net increase (decrease) in short-term cash investments...... 14,903 (2,745)
Short-term cash investments at:
Beginning of period . . . . . . . . . . . . . . . . . . . 16,306 24,858
---------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . $ 31,209 $ 22,113
========== =========
Supplemental disclosure of cash flow information (see Note 2).
<FN>
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1993, are an integral part of these financial statements.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
------------------------------------------
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted in this Form 10-Q
in compliance with the Rules and Regulations of the Securities and
Exchange Commission. However, in the opinion of Meditrust (the
"Company"), the disclosures contained in this Form 10-Q are adequate to
make the information presented not misleading. See Report on Form 10-K
for the year ended December 31, 1993 for additional information relevant
to significant accounting policies followed by the Company.
Basis of Presentation
---------------------
In the opinion of the Company, the accompanying unaudited consolidated
financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position
as of September 30, 1994 and the results of operations for each of the
three and nine-month periods ended September 30, 1994 and 1993 and cash
flows for each of the nine-month periods ended September 30, 1994 and
1993. The results of operations for the nine-month period ended
September 30, 1994 are not necessarily indicative of the results which
may be expected for the entire year. Certain 1993 amounts have been
reclassified to conform to the 1994 presentation.
2. Supplemental Cash Flow Information
----------------------------------
Nine Months Ended
September 30,
-------------------
1994 1993
---- ----
(In thousands)
Interest paid during the period . . . . . . . . . . . . . $44,021 $47,928
Non-cash investing and financing transactions:
Acquisition and lease of real estate (see Notes 4 and 5):
Value of real estate (sold) acquired:
Land and buildings . . . . . . . . . . . . . . . . (94,000) 106,566
Accumulated depreciation . . . . . . . . . . . . . 22,463
Increase (reduction) of real estate mortgages
net of participation reduction . . . . . . . . . . 85,000 (88,493)
Issuance of demand note payable
related to participation reduction . . . . . . . . (18,073)
Shares issued for:
Conversion of debentures . . . . . . . . . . . . . . 58,572 61,147
Executive compensation . . . . . . . . . . . . . . . 708 619
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
3. Real Estate Investments
-----------------------
During the nine months ended September 30, 1994, the Company provided
permanent mortgage financing of $79,620,000 for 27 long-term care
facilities located in Texas, Massachusetts and California and refinanced
for $50,500,000 an existing mortgage with a balance of $32,836,000
secured by 28 long-term care facilities located in Illinois and
refinanced for $5,765,000 an existing mortgage with a balance of
$4,246,000 secured by a long-term care facility in Connecticut. In
addition, the Company also provided net development financing of
$35,947,000 for seven long-term care facilities and five medical office
buildings under construction and for additions to existing long-term
care facilities. During the nine months ended September 30, 1994, the
Company received principal payments on real estate mortgages of
$3,733,000 and proceeds of $18,321,000 from the prepayment of mortgage
loans on a retirement living facility located in Texas and two long-term
care facilities located in Connecticut.
Also during the nine months ended September 30, 1994, the Company funded
$16,927,000 for three long-term care facilities located in Connecticut
and one long-term care facility located in Massachusetts and funded
$428,000 for additions to certain facilities. The Company also acquired
for $11,570,000 a long-term care facility located in Massachusetts which
was substituted for a long-term care facility located in Connecticut
with a mortgage balance of $10,232,000.
At September 30, 1994, the Company was committed to providing additional
financings of approximately $34,700,000 relating to four long-term care
facilities and five medical office buildings currently under
construction and additional funding for additions to four existing
long-term care facilities in the real estate portfolio.
4. Merger Between Sun Healthcare and Mediplex
------------------------------------------
In June 1994, Sun Healthcare Group, Inc. ("Sun") merged with The
Mediplex Group, Inc. ("Mediplex"). The merged entities comprise
approximately 26% of the Company's $1.4 billion portfolio of gross real
estate investments. A condition of the Company's consent to this merger
was that all existing Mediplex lease and mortgage terms were extended to
between 2004 and 2008 and adjusted to include annual rate escalators.
In connection with this transaction, the Company (a) terminated its
leases with Mediplex on three properties (two alcohol and substance
abuse treatment facilities and one psychiatric hospital located in New
York) with a net book value of $101,537,000 and replaced these leases
with mortgages from Sun totaling $74,000,000, (b) loaned $11,000,000 to
Sun which was secured by a mortgage on a rehabilitation facility located
in Colorado and (c) entered into sale/leaseback transactions with Sun
totaling $30,000,000 for two rehabilitation facilities located in
Kentucky and Massachusetts and for a long-term care facility located in
Connecticut.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
5. Indebtedness and Shareholders' Equity
-------------------------------------
In March 1994, the Company issued $90,000,000 of 7 1/2% convertible
debentures due 2001 which are convertible into Shares of the Company at
$36.18 per Share. The net proceeds from this debenture issuance were
used to repay bank debt outstanding under its unsecured credit
facilities. During the nine months ended September 30, 1994, the
Company also paid a principal installment in the amount of $12,500,000
relating to its senior unsecured notes.
During the nine months ended September 30, 1994, $25,080,000 of
principal amount of 9% convertible debentures were converted into
928,870 Shares and $33,492,000 of principal amount of 7% convertible
debentures were converted into 1,093,609 Shares.
The Company has a total of $177,000,000 in unsecured credit facilities
bearing interest at the lenders' prime rate or LIBOR plus 1.50% of which
approximately $69,264,000 is available at September 30, 1994.
6. Distributions Paid to Shareholders
----------------------------------
On August 15, 1994, the Company paid a dividend of $.6575 per Share to
shareholders of record on July 29, 1994. This dividend related to the
period from April 1, 1994 through June 30, 1994.
7. Subsequent Events
-----------------
On October 3, 1994, the Company declared a dividend of $.6625 per Share
payable on November 15, 1994 to shareholders of record on October 11,
1994. This dividend relates to the period from July 1, 1994 through
September 30,1994.
On October 26, 1994, the Company completed the sale of 4,500,000 newly
issued Shares at a price of $30.875 per Share. The proceeds will be
used to repay short-term borrowings and for investments in additional
health care facilities.
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MEDITRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Revenues for the three months ended September 30, 1994 were $43,158,000
compared to $38,616,000 for the three months ended September 30, 1993, an
increase of $4,542,000 or 11.8%. Rental income decreased by $1,548,000
primarily from the termination of leases in June 1994 on three facilities which
became mortgage investments and is more fully described in Note 4. Interest
income increased by $6,090,000 and resulted primarily from additional real
estate investments made during the past twelve months.
For the three months ended September 30, 1994, total expenses increased by
$806,000. Interest expense increased by $555,000 and resulted primarily from
the issuance of $86,250,000 of 6 7/8% debentures in November 1993 and the
issuance of $90,000,000 of 7 1/2% debentures in March 1994 and was partially
offset by the reduction in interest from the conversion of $25,975,000 of
principal amount of 9% debentures and the conversion of $41,127,000 of
principal amount of 7% debentures during the past twelve months. Depreciation
and amortization decreased by $178,000 primarily due to a reduction in
depreciation expense relating to the termination of the three leases in June
1994 as described above. General and administrative expenses increased by
$429,000 principally attributable to a higher level of operating expenses.
Revenues for the nine months ended September 30, 1994 were $126,531,000
compared to $112,552,000 for the nine months ended September 30, 1993, an
increase of $13,979,000 or 12.4%. Revenue growth resulted from increased
rental income of $3,217,000 and increased interest income of $10,762,000 as a
result of additional real estate investments made during the past twelve
months.
For the nine months ended September 30, 1994, total expenses increased by
$4,369,000. Interest expense increased by $1,870,000 and resulted primarily
from the issuance of $86,250,000 of 6 7/8% debentures in November 1993 and the
issuance of $90,000,000 of 7 1/2% debentures in March 1994 and was partially
offset by the reduction in interest from the conversion of $25,975,000 of
principal amount of 9% debentures and the conversion of $41,127,000 of
principal amount of 7% debentures during the past twelve months. Depreciation
and amortization increased by $1,183,000 primarily due to depreciation on the
additional real estate investments made during the previous twelve-month
period. General and administrative expenses increased by $1,316,000
principally attributable to a higher level of operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of September 30, 1994, the Company's gross real estate investments totaled
approximately $1.4 billion including 192 long-term care facilities, 23
rehabilitation hospitals, two alcohol and substance abuse treatment facilities,
six psychiatric hospitals, three retirement living facilities and five medical
office buildings.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, Continued
The Company had shareholders' equity of $637,909,000 and a debt to equity ratio
of 1.15 to 1.0 as of September 30, 1994.
The Company provides funding for its investments through a combination of
long-term and short-term financing including both debt and equity. The Company
obtains long-term financing through the issuance of Shares, the issuance of
convertible debentures, the issuance of long-term secured and unsecured notes
and the assumption of mortgage notes. The Company obtains short-term financing
through the use of bank lines of credit which are replaced with long-term
financing as appropriate. It is the Company's objective to match mortgage and
lease terms with the terms of its borrowings. The Company seeks to maintain an
appropriate spread between its borrowing costs and the rate of return on its
investments. When development mortgage loans convert to sale/leaseback
transactions or permanent mortgage loans, the base rent or interest rate, as
appropriate, is fixed at the time of such conversion.
During the nine-month period ended September 30, 1994, the Company issued
$90,000,000 of 7 1/2% convertible debentures due 2001. The net proceeds to the
Company from this offering were used to repay amounts outstanding under its
unsecured credit facilities.
As of September 30, 1994, the Company's outstanding commitments for additional
financing totaled approximately $34,700,000 for the completion of nine
facilities under construction and additional funding for additions to four
facilities in the real estate portfolio. Under the Company's unsecured credit
facilities, a total of approximately $69,264,000 was available at September 30,
1994.
The Company believes that its various sources of capital are adequate to
finance its operations as well as pending property acquisitions, mortgage
financings, funding of existing development loans and future dividends. For
the balance of 1994, however, in the event that the Company identifies
appropriate investment opportunities, the Company may raise additional capital
through the sale of Shares of Beneficial Interest or by the issuance of
additional long-term debt.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
No. Title Method of Filing
- - -------- ----- ----------------
11 Statement Regarding Computation of Per Share
Earnings........................................ Filed herewith
(b) Reports on Form 8-K
<FN>
The Company filed no reports on Form 8-K during the quarter ended September 30, 1994.
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.
MEDITRUST
Date: October 28, 1994 By: /s/ Lisa P. McAlister
----------------------------
Lisa P. McAlister,
Vice President and Treasurer
(and Chief Accounting Officer)
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