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, 1996
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 June 30, 1996 there were outstanding 60,691,984 Shares of Beneficial
Interest, without par value.
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MEDITRUST
FORM 10-Q
INDEX
Part I. Financial Information Page(s)
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Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1996 (unaudited)
and December 31, 1995 3
Consolidated Statements of Income for the three months ended
June 30, 1996 and 1995 (unaudited) 4
Consolidated Statements of Income for the six months ended
June 30, 1996 and 1995 (unaudited) 5
Consolidated Statements of Cash Flows for the six months ended
June 30, 1996 and 1995 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
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MEDITRUST
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
-------- ------------
(Unaudited) (Audited)
(In thousands)
ASSETS
Real estate investments (Note 3)
Land ................................................. $ 61,658 $ 47,993
Buildings and improvements, net of
accumulated depreciation of $87,418
and $77,204, respectively .......................... 806,101 621,182
Real estate mortgages ................................ 1,165,834 1,108,623
---------- ----------
Total real estate investments ................... 2,033,593 1,777,798
Other assets, net ........................................ 53,952 49,400
Fees, interest and other receivables ..................... 19,901 20,406
Cash and cash equivalents ................................ 43,316 44,248
---------- ----------
Total assets .................................... $2,150,762 $1,891,852
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Indebtedness (Note 4):
Notes payable, net ................................... $ 320,833 $ 300,813
Convertible debentures, net .......................... 291,681 295,209
Bank notes payable, net .............................. 43,953 113,709
Bonds and mortgages payable, net ..................... 59,509 52,560
---------- ----------
Total indebtedness .............................. 715,976 762,291
Deferred income .......................................... 10,590 9,222
Accrued expenses and other liabilities ................... 58,296 58,584
---------- ----------
Total liabilities ............................... 784,862 830,097
---------- ----------
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 4, 5 and 6):
Shares of beneficial interest without par value:
Unlimited shares authorized; 60,692
and 51,177 shares issued and
outstanding in 1996 and 1995, respectively ....... 1,498,253 1,192,612
Distributions in excess of net income ................ (132,353) (130,857)
---------- ----------
Total shareholders' equity ........................... 1,365,900 1,061,755
---------- ----------
Total liabilities and shareholders' equity ...... $2,150,762 $1,891,852
========== ==========
The accompanying notes, together with the Notes to the Consolidated Financial
Statements incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1995, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income ............................. $27,149 $21,497
Interest income ........................... 35,024 30,940
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Total revenues ....................... 62,173 52,437
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Expenses:
Interest .................................. 14,491 15,249
Depreciation and amortization ............. 5,760 4,464
General and administrative ................ 1,679 1,795
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Total expenses ....................... 21,930 21,508
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Net income .................................... $40,243 $30,929
======= =======
Net income per share, based on 60,665
and 49,194 weighted average shares
outstanding in 1996 and 1995, respectively... $ .66 $ .63
======= =======
The accompanying notes, together with the Notes to the Consolidated Financial
Statements incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1995, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
(Dollars in thousands
except per Share amounts)
Revenues:
Rental income ............................. $ 50,955 $ 42,553
Interest income ........................... 70,545 58,817
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Total revenues ....................... 121,500 101,370
-------- --------
Expenses:
Interest .................................. 30,596 33,724
Depreciation and amortization ............. 11,184 8,807
General and administrative ................ 3,944 3,727
-------- --------
Total expenses ....................... 45,724 46,258
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Net income .................................... $ 75,776 $ 55,112
======== ========
Net income per share, based on 57,909
and 44,917 weighted average shares
outstanding in 1996 and 1995, respectively... $ 1.31 $ 1.23
======== ========
The accompanying notes, together with the Notes to the Consolidated Financial
Statements incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1995, 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, 1996 and 1995
(Unaudited)
1996 1995
---- ----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................ $ 75,776 $ 55,112
Depreciation of real estate ........................... 10,214 7,869
Goodwill amortization ................................. 778 778
Shares issued for compensation ........................ 720 401
Other depreciation, amortization and other items, net.. 886 1,591
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CASH FLOWS FROM OPERATING ACTIVITIES
AVAILABLE FOR DISTRIBUTION ............................ 88,374 65,751
Net change in other assets and liabilities ............ (4,368) (9,739)
--------- ---------
Net cash provided by operating activities .......... 84,006 56,012
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity offering ......................... 312,800 278,656
Proceeds from debt issuance ........................... 157,399 201,700
Repayment of bank notes payable ....................... (200,000) (295,700)
Repayment of senior unsecured notes and mortgage
notes payable ....................................... (12,500)
Equity offering and debt issuance costs ............... (16,553) (15,167)
Proceeds from stock options ........................... 4,188 665
Principal payments on bonds and mortgages payable ..... (462) (451)
Distributions to shareholders ......................... (77,272) (59,641)
--------- ---------
Net cash provided by financing activities ......... 180,100 97,562
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate and construction funding ... (187,222) (73,128)
Investment in real estate mortgages and development
funding ............................................. (114,244) (93,898)
Prepayment proceeds and principal payments on real
estate mortgages .................................... 35,566 11,800
Working capital advances .............................. (19,366) (20,338)
Collection of receivables and repayment of working
capital advances .................................... 20,228 16,125
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Net cash used in investing activities ............. (265,038) (159,439)
--------- ---------
Net decrease in short-term cash investments ....... (932) (5,865)
Cash and cash equivalents at:
Beginning of period ................................. 44,248 39,937
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End of period ....................................... $ 43,316 $ 34,072
========= =========
Supplemental disclosure of cash flow information (see Note 2).
The accompanying notes, together with the Notes to the Consolidated Financial
Statements incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1995, 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, 1995 (and the Report on Form 8-K dated
January 29, 1996 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, 1996 and the results of operations for each of the three-and
six-month periods ended June 30, 1996 and 1995 and cash flows for each of
the six-month periods ended June 30, 1996 and 1995. The results of
operations for the six-month period ended June 30, 1996 are not
necessarily indicative of the results which may be expected for the
entire year. Certain 1995 amounts have been reclassified to conform to
the 1996 presentation.
2. Supplemental Cash Flow Information
----------------------------------
Six Months Ended
June 30,
-----------------
1996 1995
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(In thousands)
Interest paid during the period .................................... $ 29,616 $ 33,155
Non-cash investing and financing transactions:
Acquisition and lease of real estate:
Value of real estate (sold) acquired:
Land and buildings ......................................... 21,976 (27,108)
Accumulated depreciation ................................... 3,205
Increase (decrease) to real estate mortgages ................. (21,976) 27,108
Value of shares issued for conversion of debentures ................ 4,285 9,304
3. Real Estate Investments
-----------------------
During the six months ended June 30, 1996, the Company acquired for
$165,335,000 21 assisted living facilities and 13 long-term care
facilities. In addition, during the six month period ended June 30, 1996,
the Company provided net funding of $21,887,000 for the construction of
eight assisted living facilities and one long-term care facility.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Real Estate Investments, Continued
----------------------------------
During the six months ended June 30, 1996, the Company provided permanent
mortgage financing of $61,061,000 for ten long-term care facilities
located in California, New Mexico and Washington; ten assisted living
facilities located in Michigan and Wisconsin; and one retirement living
facility located in North Carolina. The Company also provided $8,533,000
in additional permanent mortgage financing secured by six long-term care
facilities located in five states, and six medical office buildings
located in three states.
In addition, during the six month period ending June 30, 1996, the
Company provided net development financing of $44,650,000 for 16 medical
office buildings, eight assisted living and seven long-term care
facilities. During the six months ended June 30, 1996, the Company
received principal payments on real estate mortgages of $30,398,000 and
received $5,168,000 in mortgage prepayments for two facilities located in
Connecticut and North Carolina.
At June 30, 1996, the Company was committed to provide additional
financing of approximately $189,153,000 relating to nine medical office
buildings, seven long-term care facilities, and 13 assisted living
facilities currently under construction and additions to existing
facilities already in the portfolio.
4. Indebtedness and Shareholders' Equity
-------------------------------------
In February 1996, the Company completed the sale of 9,200,000 shares of
beneficial interest, without par value ("Shares") at $34.00 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, 1996, the Company issued $20,000,000
in notes payable with a maturity date of January 16, 2006, bearing
interest at 7.3%. The net proceeds from the issuance of this security
were utilized to reduce the outstanding balance of the Company's
unsecured credit facilities.
During the six months ended June 30, 1996, $1,110,000 of principal amount
of 9% convertible debentures were converted into 41,107 Shares and
$3,175,000 of principal amount of 7% convertible debentures were
converted into 103,669 Shares.
The Company has a total of $205,000,000 in unsecured lines of credit,
bearing interest at the lenders' prime rate or LIBOR plus 1.0%, of which
approximately $160,000,000 was available at June 30, 1996.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Distributions Paid to Shareholders
----------------------------------
On May 15, 1996, the Company paid a dividend of $.6925 per Share to
shareholders of record on April 30, 1996. This dividend related to the
period from January 1, 1996 through March 31, 1996.
6. Subsequent Events
-----------------
On July 9, 1996, the Company declared a dividend of $.6975 per Share
payable on August 15, 1996 to shareholders of record on July 31, 1996.
This dividend relates to the period from April 1, 1996 through June 30,
1996.
On July 25, 1996, the Company invested $14,000,000 in exchange for
7,900,000 Shares, representing 19.99% of Nursing Home Properties Plc (NHP
Plc), a property investment group that specializes in the financing,
through sale and leaseback transactions of nursing homes located in the
United Kingdom.
NHP Plc is the only publicly traded UK property investment company that
specializes in the purchase and leasing of purpose-built nursing homes in
the UK. NHP Plc currently has invested or committed to invest
approximately $75,000,000 in 26 nursing homes, totaling 1,543 beds. The
facilities are leased to 8 UK nursing home operators on terms and
conditions similar to those contained in the Company's leases.
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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, 1996 were $62,173,000
compared to $52,437,000 for the three months ended June 30, 1995, an
increase of $9,736,000 or 19%. Revenue growth was comprised of increased
interest income of $4,084,000 and increased rental income of $5,652,000,
which resulted primarily from additional real estate investments made
during the past twelve months.
For the three months ended June 30, 1996, total expenses increased by
$422,000 compared to the three months ended June 30, 1995. Interest
expense decreased by $758,000 primarily due to reductions in debt
outstanding as a result of an equity offering in February 1996, and lower
interest rates on the notes outstanding during the three months ended
June 30, 1996, compared to those outstanding during the same period in
1995. Depreciation and amortization expenses increased by $1,296,000, as
a result of increased real estate investments made during the past year.
General and administrative expenses decreased by $116,000.
Revenues for the six months ended June 30, 1996 were $121,500,000
compared to $101,370,000 for the six months ended June 30, 1995, an
increase of $20,130,000 or 20%. Revenue growth resulted from increased
interest income of $11,728,000 and increased rental income of $8,402,000,
which resulted primarily from additional real estate investments made
during the past twelve months.
For the six months ended June 30, 1996, total expenses decreased by
$534,000. Interest expense decreased by $3,128,000 primarily due to
reductions in debt outstanding as a result of an equity offering in
February 1996, and lower interest rates on the notes outstanding during
the six months ended June 30, 1996, compared to those outstanding during
the same period in 1995. Depreciation and amortization expenses increased
by $2,377,000, as a result of increased real estate investments made
during the past year. General and administrative expenses increased by
$217,000.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of June 30, 1996, the Company's gross real estate investments totaled
approximately $2,121,000,000 consisting of 274 long-term care facilities,
24 rehabilitation hospitals, 49 retirement and assisted living
facilities, 18 medical office buildings, ten alcohol and substance abuse
treatment facilities and psychiatric hospitals, and one acute care
hospital campus. As of June 30, 1996, the Company's outstanding
commitments for additional financing totaled approximately $189,153,000
for the completion of nine medical office buildings, seven long-term care
facilities and 13 assisted living facilities currently under construction
and additions to existing facilities already in the portfolio.
The Company had shareholders' equity of $1,365,900,000 and debt
constituted 34% of the Company's total capitalization as of June 30,
1996.
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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.
On August 10, 1995, the Company commenced a Medium-Term Note program,
offering on a continuing basis, notes due from nine months to 30 years
from date of issue, as selected by the purchaser and agreed to by the
Company at an aggregate initial public offering price not to exceed
$200,000,000. As of June 30, 1996, $139,000,000 of these notes has been
issued.
During the six months ended June 30, 1996, the Company issued $20,000,000
in notes payable with a maturity date of January 16, 2006, bearing
interest at 7.3%. The net proceeds from the issuance of this security
were utilized to reduce the outstanding balance of the Company's
unsecured credit facilities.
During February 1996, the Company completed the sale of 9,200,000 Shares
at $34.00 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 25, 1996, the Company invested $14,000,000 in exchange for
7,900,000 Shares, representing 19.99% of Nursing Home Properties Plc (NHP
Plc), a property investment group that specializes in the financing,
through sale and leaseback transactions of nursing homes located in the
United Kingdom.
NHP Plc is the only publicly traded UK property investment company that
specializes in the purchase and leasing of purpose-built nursing homes in
the UK. NHP Plc currently has invested or committed to invest
approximately $75,000,000 in 26 nursing homes, totaling 1,543 beds. The
facilities are leased to 8 UK nursing home operators on terms and
conditions similar to those contained in the Company's leases.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
As of July 16, 1996, the Company has unsecured revolving lines of credit
expiring June 30, 1997 in the aggregate amount of $205,000,000 bearing
interest at the lender's prime rate (8.25%) or LIBOR plus 1.0% (6.47% at
July 16, 1996). The total amount was available at July 16, 1996. 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 $581,000,000 of securities including Shares, Preferred
Shares of beneficial interest ("Preferred Shares"), debt, convertible
debt and warrants to purchase Shares, Preferred Shares, debt, and
convertible debt.
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 1996, however, in the event that the
Company identifies appropriate investment opportunities, the Company may
raise additional capital through the sale of Shares or Preferred Shares
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 8,
1996 (the "Annual Meeting"), the recorded vote to fix the number of
trustees at eight and to vote for the election of all nominees as
listed below was as follows:
For Against
--- -------
Abraham D. 7 52,777,274 288,055
David F. Benson 52,809,644 255,685
Edward W. Brooke 52,764,848 300,481
Robert Cataldo 52,734,733 330,596
Philip L. Lowe 52,753,561 311,768
Thomas J. Magovern 52,807,542 257,787
Gerald Tsai, Jr. 52,777,022 288,307
Frederick W. Zuckerman 52,799,635 265,694
There were no abstentions or broker non-votes.
At the Annual Meeting, the shareholders approved amendments to the
Company's Declaration of Trust that authorized the Company to issue
from time to time shares of one or more additional classes and/or
series of shares of beneficial interest. 32,755,181 Shares were
voted in favor of the proposed amendment and 6,605,916 Shares against.
There were abstentions with respect to 849,800 Shares, and
12,854,432 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
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: July 30, 1996 By: /s/ Lisa P.McAlister
--------------------
Lisa P. McAlister, Chief Financial Officer
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