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 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 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 July 31, 1995, there were outstanding 49,541,692 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 June 30, 1995 (unaudited)
and December 31, 1994 3
Consolidated Statements of Income for the three months ended
June 30, 1995 and 1994 (unaudited) 4
Consolidated Statements of Income for the six months ended
June 30, 1995 and 1994 (unaudited) 5
Consolidated Statements of Cash Flows for the six months ended
June 30, 1995 and 1994 (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 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
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MEDITRUST
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1995 1994
----------- ------------
(Unaudited)
(In thousands)
ASSETS
Real estate investments (Note 3):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,033 $ 42,060
Buildings and improvements, net of
accumulated depreciation of $70,582
and $65,918, respectively . . . . . . . . . . . . . . 561,811 518,428
Real estate mortgages . . . . . . . . . . . . . . . . . . 1,029,735 923,741
---------- ----------
Total real estate investments . . . . . . . . . . . 1,631,579 1,484,229
Other assets, net . . . . . . . . . . . . . . . . . . . . . . 53,873 54,246
Cash and cash equivalents . . . . . . . . . . . . . . . . . . 34,072 39,937
Fees, interest and other receivables . . . . . . . . . . . . 25,087 16,718
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . $1,744,611 $1,595,130
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Indebtedness (Note 4):
Senior unsecured notes, net . . . . . . . . . . . . . . . $ 273,229 $ 285,360
Senior mortgage notes, net . . . . . . . . . . . . . . . . 21,308 21,206
Convertible debentures, net . . . . . . . . . . . . . . . 222,850 231,277
Bank notes payable, net . . . . . . . . . . . . . . . . . 74,415 168,645
Bonds and mortgages payable, net . . . . . . . . . . . . . 58,825 59,264
---------- ----------
Total indebtedness . . . . . . . . . . . . . . . . . 650,627 765,752
Deferred income . . . . . . . . . . . . . . . . . . . . . . . 13,974 12,559
Accrued expenses and other liabilities . . . . . . . . . . . 40,233 46,672
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . 704,834 824,983
---------- ----------
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 4, 5 and 6):
Shares of beneficial interest without par value:
Unlimited shares authorized: 49,230
and 39,619 shares issued and
outstanding in 1995 and 1994, respectively . . . . . 1,134,230 860,071
Distributions in excess of net income . . . . . . . . . (94,453) (89,924)
---------- ----------
Total shareholders' equity . . . . . . . . . . . . . . . 1,039,777 770,147
---------- ----------
Total liabilities and shareholders' equity . . . . . $1,744,611 $1,595,130
========== ==========
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, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended June 30, 1995 and 1994
(Unaudited)
1995 1994
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income . . . . . . . . . . . . . . . . $21,204 $21,499
Interest income . . . . . . . . . . . . . . . 31,233 20,879
------- -------
Total revenues . . . . . . . . . . . . . 52,437 42,378
------- -------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . 15,249 16,629
Depreciation and amortization . . . . . . . . 4,464 4,573
General and administrative . . . . . . . . . . 1,795 2,168
------- -------
Total expenses . . . . . . . . . . . . . 21,508 23,370
------- -------
Net income . . . . . . . . . . . . . . . . . . . . $30,929 $19,008
======= =======
Net income per share, based on 49,194,000
and 34,192,000 weighted average shares
outstanding in 1995 and 1994, respectively . . . $.63 $.56
==== ====
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, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the six months ended June 30, 1995 and 1994
(Unaudited)
1995 1994
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income . . . . . . . . . . . . . . . . $ 41,942 $42,813
Interest income . . . . . . . . . . . . . . . 59,428 40,560
-------- -------
Total revenues . . . . . . . . . . . . . 101,370 83,373
-------- -------
Expenses:
Interest . . . . . . . . . . . . . . . . . . . 33,724 33,044
Depreciation and amortization . . . . . . . . 8,807 8,995
General and administrative . . . . . . . . . . 3,727 4,621
-------- -------
Total expenses . . . . . . . . . . . . . 46,258 46,660
-------- -------
Net income . . . . . . . . . . . . . . . . . . . . $ 55,112 $36,713
======== =======
Net income per share, based on 44,917,000
and 33,817,000 weighted average shares
outstanding in 1995 and 1994, respectively . . . $1.23 $1.09
===== =====
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, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1995 and 1994
(Unaudited)
1995 1994
---- ----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,112 $ 36,713
Depreciation of real estate . . . . . . . . . . . . . . . . 7,869 8,033
Goodwill amortization . . . . . . . . . . . . . . . . . . . 778 778
Shares issued for compensation . . . . . . . . . . . . . . . 401 473
Other depreciation, amortization and other items, net . . . 1,591 1,234
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES . . . . . . . . . . . . . .
AVAILABLE FOR DISTRIBUTION . . . . . . . . . . . . . . . . . 65,751 47,231
Net change in other assets and liabilities . . . . . . . . . (9,739) 345
--------- ---------
Net cash provided by operating activities . . . . . . . . 56,012 47,576
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity offering . . . . . . . . . . . . . . . 278,656
Equity offering costs . . . . . . . . . . . . . . . . . . . (14,651)
Proceeds from convertible debenture offering. . . . . . . . 90,000
Debt issuance costs . . . . . . . . . . . . . . . . . . . . (516) (2,961)
Proceeds from bank notes payable . . . . . . . . . . . . . . 201,700 183,000
Proceeds from warrant conversions and stock options . . . . 665 4,445
Payment of bank notes payable . . . . . . . . . . . . . . . (295,700) (113,000)
Payment of senior unsecured notes . . . . . . . . . . . . . (12,500) (12,500)
Principal payments on bonds and mortgages payable
and notes and advances payable . . . . . . . . . . . . . . (451) (517)
Distributions to shareholders . . . . . . . . . . . . . . . (59,641) (43,891)
--------- ---------
Net cash provided by financing activities . . . . . . . 97,562 104,576
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of and additions to real estate . . . . . . . . (73,128) (13,122)
Investment in real estate mortgages and development
financing . . . . . . . . . . . . . . . . . . . . . . . . (93,898) (114,349)
Prepayment proceeds and principal payments on real
estate mortgages and note . . . . . . . . . . . . . . . . 11,800 2,064
Working capital advances . . . . . . . . . . . . . . . . . . (20,338) (22,637)
Collection of receivables and repayment of working
capital advances . . . . . . . . . . . . . . . . . . . . . 16,125 23,826
--------- ---------
Net cash used in investing activities . . . . . . . . . (159,439) (124,218)
--------- ---------
Net (decrease) increase in short-term cash investments . (5,865) 27,934
Short-term cash investments at:
Beginning of period . . . . . . . . . . . . . . . . . . . 39,937 16,306
--------- ---------
End of period . . . . . . . . . . . . . . . . . . . . . . $ 34,072 $ 44,240
========= =========
Supplemental disclosure of cash flow information (see Note 2).
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, 1994, 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, 1994 (and the Report on Form 8-K dated
March 8, 1995 incorporated by reference therein) 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 June 30, 1995 and the results of operations for each of the
three-and six-month periods ended June 30, 1995 and 1994 and cash flows
for each of the six-month periods ended June 30, 1995 and 1994. The
results of operations for the six-month period ended June 30, 1995 are
not necessarily indicative of the results which may be expected for the
entire year.
2. Supplemental Cash Flow Information
----------------------------------
Six Months Ended
June 30,
-----------------------
1995 1994
------- --------
(In thousands)
Interest paid during the period . . . . . . . . . $ 33,155 $ 30,495
Non-cash investing and financing transactions:
Acquisition and lease of real estate:
Value of real estate (sold) acquired:
Land and buildings . . . . . . . . . . . . (27,108) (94,000)
Accumulated depreciation . . . . . . . . . 3,205 22,463
Increase to real estate mortgages . . . . . 27,108 85,000
Value of shares issued for conversion of debentures 9,304 37,792
3. Real Estate Investments
-----------------------
During the six months ended June 30, 1995, the Company provided
permanent mortgage financing of $23,560,000 for two long-term care
facilities located in Massachusetts and Nevada. Also, the Company
provided $17,118,000 in additional permanent mortgage financing secured
by 15 long-term care facilities located in Kansas, Kentucky, Missouri,
Pennsylvania, Tennessee, Texas, Washington and Wyoming, and two
retirement facilities located in Nebraska and Wyoming. In addition, the
Company also provided net development financing of $53,220,000 resulting
in
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
aggregate funding of $93,898,000 through June 30, 1995 for seven
long-term care facilities and eight medical office buildings. Included
in the net development financing was $37,183,000 provided to an
affiliate of the Company. During the six months ended June 30, 1995 the
Company received principal payments on real estate mortgages of
$3,181,000 and received $8,619,000 in prepayments for four long-term
care facilities.
During the six months ended June 30, 1995, the Company acquired for
$71,500,000 an acute care hospital campus located in Arizona and one
long-term care facility located in Ohio. The Company also provided
$1,628,000 for additions to two facilities currently owned by the
Company.
At June 30, 1995, the Company was committed to providing additional
financing of approximately $85,668,000 relating to five long-term care
facilities and eight medical office buildings currently under
construction, and additions to permanent mortgages secured by four
long-term care facilities.
4. Indebtedness and Shareholders' Equity
-------------------------------------
During March and April 1995, the Company completed the sale of 9,250,000
shares at $30.125 per Share. The net proceeds to the Company from this
offering were used to repay short-term borrowings and for investments in
additional health care facilities.
During the six months ended June 30, 1995, $4,200,000 principal amount
of 9% convertible debentures were converted into 155,544 Shares and
$5,104,000 principal amount of 7% convertible debentures were converted
into 166,657 Shares.
The Company has a total of $205,000,000 in unsecured credit facilities
bearing interest at the lenders' prime rate or LIBOR plus 1.0% to 1.5%
of which approximately $124,000,000 was available at July 31, 1995. In
January 1995, the Company entered into an 8% interest rate cap for
$100,000,000 of its unsecured credit facilities.
5. Distributions Paid to Shareholders
----------------------------------
On May 15, 1995, the Company paid a dividend of $.6725 per Share to
shareholders of record on April 28, 1995. This dividend related to the
period from January 1, 1995 through March 31, 1995.
6. Subsequent Events
-----------------
On July 11, 1995, the Company declared a dividend of $.6775 per Share
payable on August 15, 1995 to shareholders of record on July 31, 1995.
This dividend relates to the period from April 1, 1995 through June 30,
1995.
On July 26, 1995, the Company completed the sale of $125 million of
7.375% Notes due July 15, 2000 and $80 million of 7.6% Notes due July
15, 2001. The 7.375% Notes were priced at 99.82% to yield 7.418% and
the 7.6% Notes were priced at 99.948% to yield 7.61%. The Company will
use the net proceeds of approximately $203 million to repay
indebtedness.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
On July 31, 1995, the Company completed the sale of $43,334,000 of
8.54% Series A Convertible Senior Notes due July 1, 2000 and
$51,666,000 of 8.56% Series B Convertible Senior Notes due July 1,
2002. These notes will be convertible into Shares of beneficial
interest of the Company at $32.625 per Share. The Company will use
the net proceeds of the offering to repay indebtedness.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Revenues for the three months ended June 30, 1995 were $52,437,000 compared to
$42,378,000 for the three months ended June 30, 1994. Interest income
increased by $10,354,000 as a result of additional real estate investments made
during the past twelve months offset by decreased rental income of $295,000 due
to conversion of sale/leasebacks into mortgages.
For the three months ended June 30, 1995, total expenses decreased by
$1,862,000. Interest expense decreased by $1,380,000 due to principal payments
made during the past twelve months. Depreciation and amortization decreased by
$109,000. General and administrative expenses decreased by $373,000 due to
operating efficiencies.
Revenues for the six months ended June 30, 1995 were $101,370,000 compared to
$83,373,000 for the six months ended June 30, 1994, an increase of $17,997,000
or 22% and revenue growth resulted from increased interest income of
$18,868,000 as a result of additional real estate investments made during the
past twelve months offset by $871,000 in reduced rental income due to
conversions of sale/leasebacks into mortgages.
For the six months ended June 30, 1995, total expenses decreased by $402,000.
Interest expense increased by $680,000 and resulted primarily from the issuance
of $90,000,000 of 7.5% debentures in March, 1994 and was partially offset by
the reduction in interest from the conversion of $14,110,000 and $16,404,000
principal amount of 9% and 7% debentures, respectively, during the past twelve
months. Depreciation and amortization decreased by $188,000. General and
administrative expenses decreased by $894,000 due to operating efficiencies.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of June 30, 1995, the Company's gross real estate investments totaled $1.7
billion including 240 long-term care facilities, 23 rehabilitation hospitals,
two alcohol and substance abuse treatment facilities, six psychiatric
hospitals, five retirement living facilities, eight medical office buildings
and one acute care hospital. As of June 30, 1995, the Company's outstanding
commitments for additional financing totaled approximately $85,668,000 for the
completion of 13 facilities under construction.
The Company had shareholders' equity of $1,039,777,000 and debt constituted 38%
of the Company's total capitalization as of June 30, 1995.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
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
long-term unsecured notes, the issuance of convertible debentures 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. From time to time, the Company may utilize interest rate caps or
swaps to hedge interest rate volatility. 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 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 six-month period ended June 30, 1995, the Company completed the sale
of 9,250,000 shares at $30.125 per share. The net proceeds to the Company from
this offering were used to repay short-term borrowings and for investments in
additional health care facilities.
On July 26, 1995, the Company completed the sale of $125 million of 7.375%
Notes due July 15, 2000 and $80 million of 7.6% Notes due July 15, 2001. The
7.375% Notes were priced at 99.82% to yield 7.418% and the 7.6% Notes were
priced at 99.948% to yield 7.61%. The Company will use the net proceeds of
approximately $203 million to repay indebtedness.
On July 28, 1995, the Company completed the sale of $43,334,000 of 8.54% Series
A Convertible Senior Notes due July 1, 2000 and $51,666,000 of 8.56% Series B
Convertible Senior Notes due July 1, 2002. These notes will be convertible
into Shares of beneficial interest of the Company at $32.625 per Share. The
Company will use the net proceeds of the offering to repay indebtedness.
Under the Company's unsecured credit facilities, a total of approximately
$124,000,000 was available at July 31, 1995. In addition, the Company has
effective shelf registrations on file with the Securities and Exchange
Commission under which the Company may issue up to approximately $265,000,000
of securities including debt, convertible debt and shares of beneficial
interest.
The Company believes that its various sources of capital are adequate to
finance its operations as well as pending property acquisitions, mortgage
financings and future dividends. For the balance of 1995, 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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MEDITRUST
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Annual Meeting of Shareholders of the Company held on May 25,
1995, the recorded vote to fix the number of trustees at nine and to
vote for the election of all nominees as listed below was as follows:
For Against
--- -------
Abraham D. Gosman 38,559,581 214,474
David F. Benson 38,583,033 191,022
Edward W. Brooke 38,552,344 221,711
Hugh L. Carey 38,546,099 227,956
Robert Cataldo 38,567,514 206,541
Philip L. Lowe 38,553,488 220,567
Thomas J. Magovern 38,576,164 107,891
Gerald Tsai, Jr. 38,573,797 200,258
Frederick W. Zuckerman 38,575,022 199,033
There were no abstentions or broker non-votes.
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
27 Financial Data Schedule . . . . . . . . . . . . . Filed herewith
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended June 30,
1995.
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: August 2, 1995 By: /s/ Lisa P.McAlister
-----------------------------------------------
Lisa P. McAlister, Vice President and Treasurer
(and Chief Accounting Officer)
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