<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 8, 1995
MEDITRUST
---------------------------------------------------------------
(Exact name of registrant as specified in charter)
Massachusetts 0-14022 04-6532031
---------------------------------------------------------------
(State of (Commission (I.R.S. Employer
Incorporation) File No.) Identification No.)
197 First Avenue, Needham, Massachusetts 02194
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(617) 433-6000
<PAGE> 2
Item 5. OTHER EVENTS
Meditrust (the "Company") is in the process of negotiating the terms,
conditions and structure of a proposed sale of $105,000,000 principal amount of
the Company's convertible notes to certain institutional investors (primarily
insurance companies) in transactions arranged by NatWest Securities Limited and
Smith Barney Inc. Based upon current negotiations, the notes are expected to
be issued in two series, one in the principal amount of $40,000,000 bearing
interst at 8.54% with a five-year term and the other in the principal amount of
$65,000,000 bearing interest at 8.56% with a seven-year term. The notes are
expected to be convertible into shares of beneficial interest, at the option of
the holder, at a conversion price of $32.625 per share. There is no assurance
that this transaction will be consummated.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
YEAR ENDED DECEMBER 31, 1994 VS. YEAR ENDED DECEMBER 31, 1993.
Revenues for the year ended December 31, 1994 were $172,993,000
compared to $150,375,000 for the year ended December 31, 1993, an increase of
$22,618,000 or 15%. Revenue growth resulted from increased rental income of
$2,059,000 and increased interest income of $20,559,000 resulting primarily from
additional real estate investments made during the past year.
For the year ended December 31, 1994, total expenses increased by
$5,794,000. Interest expense increased by $5,286,000 and resulted from the
issuance of convertible debentures in November 1993 and March 1994 and a higher
level of short-term borrowings during 1994. The increase was partially offset by
the prepayment of senior secured and unsecured debt totaling $23,300,000 and the
conversion of convertible debentures totaling $59,002,000 during 1994.
Depreciation and amortization expense increased by $894,000 and general and
administrative expense decreased by $386,000.
YEAR ENDED DECEMBER 31, 1993 VS. YEAR ENDED DECEMBER 31, 1992.
Revenues for the year ended December 31, 1993 were $150,375,000
compared to $132,394,000 for the year ended December 31, 1992, an increase of
$17,981,000 or 14%. Revenue growth resulted from increased rental income of
$10,325,000 and increased interest income of $7,656,000 as a result of
additional real estate investments made during the past year.
For the year ended December 31, 1993, total expenses increased by
$5,703,000. Interest expense increased by $4,034,000 and resulted primarily from
the issuance of convertible debentures in February and November 1993 which was
partially offset by the prepayment of senior debt in December 1992. Depreciation
and amortization expense increased by $2,245,000 primarily due to depreciation
of the additional real estate investments made during the past year and general
and administrative expense decreased by $576,000.
Liquidity and Capital Resources
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
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<PAGE> 3
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 the 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.
In March 1994, the Company issued $90,000,000 of 7 1/2% convertible
debentures due 2001 and the proceeds were used to repay short-term borrowings.
In October 1994, the Company completed the sale of 4,500,000 Shares at
$30.875 and the proceeds of $138,937,000 were used to repay short-term
borrowings and for investments in additional health care facilities.
As of December 31, 1994, the Company's gross real estate investments
totaled $1,550,147,000 including 233 long-term care facilities, 23
rehabilitation hospitals, two alcohol and substance abuse treatment facilities,
six psychiatric hospitals, four retirement living facilities and six medical
office buildings. As of December 31, 1994, the Company had outstanding funding
commitments of approximately $31,398,000 for the completion of ten facilities
under construction and for additions to three existing facilities. The Company
has shareholders' equity of $770,147,000 and a total debt to equity ratio of 1.0
to 1.0 as of December 31, 1994.
As of January 31, 1995, the Company has an unsecured revolving line of
credit expiring July 1997 in the amount of $205,000,000 bearing interest at the
lender's prime rate or LIBOR plus 1.25%. In addition, the Company has effective
shelf registrations on file with the Securities and Exchange commission under
which the Company may issue up to $444,000,000 of securities including debt,
convertible debt and shares of beneficial interest.
The Company believes that its various sources of capital resources 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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<PAGE> 4
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
23 Consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule
99 Consolidated Financial Statements of Meditrust as
of December 31, 1994 and 1993 and for the years
ended December 31, 1994, 1993 and 1992
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 hereunto duly authorized.
MEDITRUST
-----------------------------------
March 8, 1995 /s/ Lisa P. McAlister
- ---------------- -----------------------------------
Lisa P. McAlister
Vice President and Treasurer
73391
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<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statements of Meditrust on Form S-8 (File Nos. 33-25072, 33-49218 and 33-57377)
and on Form S-3 (File Nos. 33-40005, 33-40926, 33-42596, 33-43931, 33-45979,
33-48695, 33-50835, 33-55386 and 33-56663) of our reports dated January 16,
1995 on our audits of the consolidated financial statements of Meditrust as of
December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and
1992, which reports are included in this Current Report on Form 8-K.
Boston, Massachusetts
March 8, 1995 /s/ Coopers & Lybrand L.L.P.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Consolidated Balance Sheet as of December 31, 1994 and the Consolidated
Statement of Income for the year ended December 31, 1994 of Meditrust and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 39,932
<SECURITIES> 0
<RECEIVABLES> 16,718
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 626,406
<DEPRECIATION> 65,918
<TOTAL-ASSETS> 1,595,130
<CURRENT-LIABILITIES> 0
<BONDS> 765,752
<COMMON> 860,071
0
0
<OTHER-SE> (89,924)
<TOTAL-LIABILITY-AND-EQUITY> 1,595,130
<SALES> 0
<TOTAL-REVENUES> 172,993
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 67,479
<INCOME-PRETAX> 80,460
<INCOME-TAX> 0
<INCOME-CONTINUING> 80,460
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80,460
<EPS-PRIMARY> 2.28
<EPS-DILUTED> 2.28
</TABLE>
<PAGE> 1
EXHIBIT 99
TO THE SHAREHOLDERS AND TRUSTEES OF MEDITRUST:
We have audited the accompanying consolidated balance sheets of
Meditrust as of December 31, 1994 and 1993, and the related
consolidated statements of income, changes in shareholders' equity and
cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
represent fairly, in all material respects, the consolidated financial
position of Meditrust at December 31, 1994 and 1993, and the
consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
Boston, Massachusetts /s/ Coopers & Lybrand L.L.P.
January 16, 1995
<PAGE> 2
MEDITRUST
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------------
(In thousands) 1994 1993
<S> <C> <C>
ASSETS
Real estate investments (Notes 1, 3, 4 and 6):
Land $ 42,060 $ 48,257
Buildings and improvements, net of accumulated
depreciation of $65,918 and $73,294, respectively 518,428 564,345
Real estate mortgages 923,741 601,706
Total real estate investments 1,484,229 1,214,308
Other assets, net 54,246 66,862
Cash and cash equivalents 39,937 16,306
Fees, interest and other receivables 16,718 12,925
---------- ----------
Total assets $1,595,130 $1,310,401
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Indebtedness (Note 6):
Senior unsecured notes, net $ 285,360 $297,155
Senior mortgage notes, net 21,206 31,804
Convertible debentures, net 231,277 199,822
Bank notes payable, net 168,645 69,375
Bonds and mortgages payable, net 59,264 60,089
Total indebtedness 765,752 658,245
Deferred income 12,559 14,468
Accrued expenses and other liabilities 46,672 51,893
Total liabilities 824,983 724,606
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 5, 6 and 10):
Shares of beneficial interest without par value:
Unlimited shares authorized; 39,619 and
32,836 shares issued and outstanding in
1994 and 1993, respectively 860,071 666,220
Distributions in excess of net income (89,924) (80,425)
Total shareholders' equity 770,147 585,795
Total liabilities and shareholders' equity $1,595,130 $1,310,401
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 3
MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For The Year Ended December 31,
------------------------------------------------
(In thousands except per Share data) 1994 1993 1992
<S> <C> <C> <C>
REVENUES
Rental income $ 82,063 $ 80,004 $ 69,679
Interest income 90,930 70,371 62,715
Total revenues 172,993 150,375 132,394
EXPENSES
Interest 67,479 62,193 58,159
Depreciation and amortization 17,171 16,277 14,032
General and administrative 7,883 8,269 8,845
Total expenses 92,533 86,739 81,036
Net income $ 80,460 $ 63,636 $ 51,358
Net income per share of beneficial interest $2.28 $2.03 $1.95
Weighted average shares of beneficial interest
outstanding 35,314 31,310 26,360
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
MEDITRUST
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
(In thousands except per Share data) Shares Amount
<S> <C> <C>
Balance, December 31, 1991 25,944 $427,518
Issuance of shares of beneficial interest associated with:
Conversion of debentures 114 3,075
Exercise of warrants 486 9,712
Employee compensation and stock options 223 4,750
Other (86)
1992 Dividends paid during 1992 ($2.46 per Share) (64,844)
Net Income for the year ended December 31, 1992 51,358
Balance, December 31, 1992 26,767 431,483
Proceeds from issuance of shares of beneficial interest,
net of offering costs of $5,135 3,277 95,239
Issuance of shares of beneficial interest associated with:
Conversion of debentures, net of unamortized
issue costs of $2,414 2,508 67,263
Exercise of warrants 182 3,646
Employee compensation and stock options 102 2,851
1993 Dividends paid during 1993 ($2.54 per Share) (78,323)
Net income for the year ended December 31, 1993 63,636
Balance, December 31, 1993 32,836 585,795
Proceeds from issuance of shares of beneficial interest,
net of offering costs of $8,371 4,500 130,566
Issuance of shares of beneficial interest associated with:
Conversion of debentures, net of unamortized issue
costs of $1,632 2,037 57,370
Exercise of warrants 122 2,431
Employee compensation and stock options 124 3,485
1994 Dividends paid during 1994 ($2.62 per Share) (89,960)
Net income for the year ended December 31, 1994 80,460
Balance, December 31, 1994 39,619 $770,147
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
MEDITRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The Year Ended December 31,
------------------------------------------
(In thousands) 1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 80,460 $ 63,636 $ 51,358
Depreciation of real estate 15,209 14,548 12,250
Goodwill amortization 1,557 1,557 1,557
Shares issued for compensation 863 826 1,220
Other depreciation, amortization and provision
for losses 6,916 12,317 2,213
Gain on sale of real estate and mortgage
prepayments (3,726) (8,005)
Other items, net (766) (48) (656)
CASH FLOWS FROM OPERATING ACTIVITIES
AVAILABLE FOR DISTRIBUTION 100,513 84,831 67,942
Net change in other assets and liabilities (Note 2) 306 (5,540) 7,916
Net cash provided by operating activities 100,819 79,291 75,858
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debentures 90,000 178,370 100,000
Proceeds from bank notes 370,004 100,000 75,000
Repayment of bank notes (270,595) (130,000)
Repayment of senior mortgage notes and
senior unsecured notes (23,300) (43,800) (32,600)
Debt issuance costs and equity offering costs (11,484) (10,618) (4,638)
Principal payments on bonds and mortgages
payable (847) (868) (662)
Distributions to shareholders (89,960) (78,323) (64,844)
Proceeds from equity offering 138,937 100,374
Proceeds from warrant conversions and
stock options 5,053 5,671 13,253
Net cash provided by financing activities 207,808 120,806 85,509
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of real estate $ (20,210) $ (18,272) $ (6,520)
Investment in real estate mortgages and development
funding (291,027) (210,295) (208,092)
Prepayment proceeds and principal payments on real
estate mortgages and note 23,470 42,045 27,228
Proceeds from sale of real estate 4,000 5,194
Working capital advances and acquisition of
receivables (44,297) (47,153)
Collection of receivables and repayment of working
capital advances 43,068 19,832
Decrease in committed funds 33,958
Net cash used in investing activities (284,996) (208,649) (153,426)
Net increase (decrease) in cash and cash
equivalents 23,631 (8,552) 7,941
Cash and cash equivalents at:
Beginning of year 16,306 24,858 16,917
End of year $ 39,937 $ 16,306 $ 24,858
</TABLE>
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<PAGE> 6
MEDITRUST
<TABLE>
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period $63,323 $59,746 $51,600
NONCASH INVESTING AND FINANCING TRANSACTIONS
ACQUISITION AND LEASE OF REAL ESTATE
(SEE NOTES 3 AND 4):
Value of real estate (sold acquired):
Land and Buildings (94,000) 106,566 22,500
Accumulated depreciation 22,463
Increase (reduction) of real estate mortgages
net of participation reduction 85,000 (88,493) (15,843)
Issuance of demand note payable related to
participation reduction (18,073) (6,657)
SHARES ISSUED FOR CONVERSION OF DEBENTURES 59,002 69,677 3,075
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
MEDITRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE 1. ACCOUNTING POLICIES
Meditrust (the "Company"), a real estate investment trust, invests
primarily in the subacute sector of the health care industry, including
long-term care facilities, rehabilitation hospitals, and other health
care related facilities. These facilities are located throughout the
United States and are operated by regional and national health care
providers. The Company's more significant accounting policies follow:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and its majority-owned
partnerships of all significant intercompany accounts and transactions.
REAL ESTATE INVESTMENTS
Land, buildings and improvements are stated at cost. Depreciation is
provided for on a straight-line basis over 40 years, the expected
useful lives of the buildings and improvements. The Company provides
reserves for potential losses based upon management's periodic review
of its assets and classifies these reserves as appropriate reductions
to the assets or includes such reserves in accrued expenses and other
liabilities.
CAPITALIZATION OF CONSTRUCTION PERIOD INTEREST
The Company capitalizes interest costs associated with funds used to
finance the construction of facilities. The amount capitalized is based
upon the borrowings outstanding during the construction period using
the rate of interest which approximates the Company's cost of
financing.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of certificates of deposit and other
investments with less than 90-day maturities at the time of purchase
and are stated at cost which approximates fair value.
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<PAGE> 8
MEDITRUST
OTHER ASSETS
Other assets includes cash restricted for specified disbursement in
accordance with certain facility acquisitions and mortgage financings
and other corresponding liabilities are reflected in accrued expenses
and other liabilities. Other assets also include facilities' operating
receivables, working capital advances and goodwill associated with the
acquisition of the Company's previous investment advisor which is being
amortized on a straight-line basis over a ten-year period.
DEBT ISSUANCE COSTS
Debt issuance costs have been deferred and are being amortized using
primarily the effective interest method over the term of the related
borrowings.
REVENUE RECOGNITION
Rental income from operating leases is recognized as earned over the
life of the lease agreements. Interest income on real estate mortgages
is recognized on the accrual basis. Deferred income consists
principally of fees which are being amortized over the fixed term of
the lease, the mortgage or the construction period related to such
facilities.
NET INCOME PER SHARE
Net income per share of beneficial interest ("Shares") is computed
using the weighted average number of Shares outstanding during the year
of computation.
INCOME TAXES
The Company has elected to be taxed as a real estate investment trust
under the Internal Revenue Code of 1986, as amended, and believes it
has met all the requirements for qualification as such. Accordingly,
the Company will not be subject to federal income taxes on amounts
distributed to shareholders, provided it distributes annually at least
95% of its real estate investment trust taxable income and meets
certain other requirements for qualifying as a real estate investment
trust. Therefore, no provision for federal income taxes is believed
necessary in the financial statements.
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<PAGE> 9
MEDITRUST
RECLASSIFICATIONS
Certain reclassifications have been made in the prior years'
consolidated financial statements to conform with the current year's
presentation.
- --------------------------------------------------------------------------------
NOTE 2. SUPPLEMENTAL CASH FLOW INFORMATION
Details of net change in other assets and liabilities (excluding
noncash items, deferred income recognized in excess of cash received
and changes in restricted cash and related liabilities) follow:
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
(In thousands) 1994 1993 1992
<S> <C> <C> <C>
Increase in fees, interest and other receivables $(4,392) $(1,705) $(3,904)
Increase in other assets (434) (1,630) (83)
(Decrease) increase in deferred income (176) 2 2,314
Increase (decrease in accrued expenses and $5,308 $(2,207) $ 9,589
other liabilities
$306 $(5,540) $7,916
</TABLE>
- --------------------------------------------------------------------------------
NOTE 3. REAL ESTATE INVESTMENTS
During 1994, the Company provided permanent mortgage financing of
$221,903,000 for 68 long-term care facilities and one retirement living
facility located in Texas, Massachusetts, Florida, Ohio, Indiana,
Missouri, Nebraska and California and refinanced for $50,500,000 an
existing mortgage with a balance of $32,836,000 collateralized 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
collateralized by a long-term care facility in Connecticut. In
addition, the Company also provided net development financing of
$49,941,000 for seven long-term care facilities under construction,
six medical office buildings under construction and for additions to
three existing long-term care facilities. Also, during 1994, the
Company received principal payments on real estate mortgages of
$5,149,000 and proceeds of $18,321,000
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<PAGE> 10
MEDITRUST
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 1994, the Company acquired for $18,327,000 three
long-term care facilities located in Connecticut, one long-term care
facility located in Massachusetts and one long-term care facility
located in New York and provided $545,000 for additions to four
facilities currently owned by the Company. 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. In addition, the
Company received proceeds of $4,000,000 from the sale of a long-term
care facility in Texas.
Minority interest in the equity of the majority-owned (94%)
partnerships relating to the Company's investment in seven
rehabilitation facilities is $2,562,000 and $2,661,000 as of December
31, 1994 and 1993 and is included in accrued expenses and other
liabilities in the consolidated financial statements.
As of December 31, 1994, the Company was committed to provide
additional financing of approximately $31,398,000 for the completion
of ten facilities under construction and for additions to three
existing facilities.
- --------------------------------------------------------------------------------
NOTE 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 24% of the Company's portfolio of gross real estate
investments as of December 31, 1994. A condition of the Company's
consent to this merger was the extension of all existing Mediplex lease
and mortgage terms to between 2004 and 2008 and the addition of 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 collateralized 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. This transaction resulted in a
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<PAGE> 11
MEDITRUST
deferred gain of $13,463,000 currently being recognized over a ten-year
period.
The Company recorded revenues from Mediplex of $20,107,000,
$37,937,000 and $32,741,000 for the years ended December 31, 1994,
1993 and 1992 respectively.
- --------------------------------------------------------------------------------
NOTE 5. SHARES OF BENEFICIAL INTEREST
Distributions paid to shareholders are determined by the Company's
Board of Trustees based on an analysis of cash flows from operating
activities. Cash flows from operating activities differ from net income
primarily due to depreciation and amortization expense, a noncash item.
Distributions in excess of net income as reflected on the Company's
consolidated balance sheets are primarily a result of an accumulation
of this difference. All Shares participate equally in dividends and in
net assets available for distribution to shareholders on liquidation or
termination of the Company. The Trustees of the Company have the
authority to effect certain Share redemptions or prohibit the transfer
of Shares under certain circumstances.
Total distributions to shareholders during the years ended
December 31, 1994, 1993 and 1992 included a return of capital per Share
of $.3306, $.3797, and $.7462, respectively. Also, the 1993
distribution includes a long-term capital gain distribution of $.1351
per Share.
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<PAGE> 12
MEDITRUST
- --------------------------------------------------------------------------------
NOTE 6. INDEBTEDNESS
Indebtedness of the Company as December 31, 1994 and 1993 is as
follows:
<TABLE>
<CAPTION>
(In thousands) 1994 1993
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Senior unsecured notes:
Principal payments of $20,000,000 due in December 1995 and
$16,000,000 due in December 1996 through December 2000,
interest ranging from 10.00% to 10.57% $ 99,711 $ 99,511
Principal payments of $20,000,000 due in October 1995 through
October 1999, interest at 10.22% 99,145 98,920
Principal payments of $12,500,000 due in February 1995 through
February 2001, interest at 10.86% 86,504 98,724
- ------------------------------------------------------------------------------------------------------------
285,360 297,155
- ------------------------------------------------------------------------------------------------------------
Senior mortgage notes:
Principal payments of 10,800,000 due in December 1995 and
December 1996 and $200,000 due in December 1997,
interest at 10.75% 21,206 31,804
- ------------------------------------------------------------------------------------------------------------
Convertible debentures:
9% interest, convertible at $27.00 per Share, due January 2002 18,158 42,499
7% interest, convertible at $30,625 per share, due March 1998 40,789 73,317
6-7/8% interest, convertible at $37.125 per Share, due November 1998 84,471 84,006
7-1/2% interest, convertible at $36.18 per Share, due March 2001 87,859
- ------------------------------------------------------------------------------------------------------------
231,277 199,822
- ------------------------------------------------------------------------------------------------------------
Bank notes payable:
Revolving credit agreement expiring July 1997 168,645 44,785
Demand note, due July 1994 24,590
- ------------------------------------------------------------------------------------------------------------
168,645 69,375
- ------------------------------------------------------------------------------------------------------------
Bonds and mortgages payable:
Mortgage notes, interest ranging from 3.8% to 12.2%, monthly
principal and interest payments ranging from $22,000 to
$78,000 and maturing from January 1998 through March 2001,
collateralized by nine facilities 55,739 56,519
Manatee County, Florida Industrial Revenue Bonds, Series 1983,
serial payments ranging from $45,000 to $90,000 due in
1995 through 2000 and $345,000 due in December 2003 and
$2,770,000 due in December 2013, interest ranging from
12.0% to 13.5%, collateralized by one facility 3,525 3,570
- ------------------------------------------------------------------------------------------------------------
59,264 60,089
- ------------------------------------------------------------------------------------------------------------
Total indebtedness $765,752 $658,245
============================================================================================================
</TABLE>
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<PAGE> 13
MEDITRUST
SENIOR MORTGAGE NOTES
The 10.75% notes due December 1997 are collateralized by six
facilities. These notes were issued with detachable warrants to
purchase 790,000 Shares at a price of $20 per Share. All of these
warrants have been exercised.
CONVERTIBLE DEBENTURES
The 9% convertible debentures issued in April 1992 are subject to
redemption by the Company on or after April 23, 1995 at 100% of the
principal amount plus accrued interest. During the year ended December
31, 1994, $25,210,000 of debentures were converted into 933,684 Shares.
During the year ended December 31, 1993, $53,042,000 of debentures were
converted into 1,964,495 Shares.
The 7% debentures issued in February 1993 are subject to
redemption by the Company on or after March 1, 1996 at 100% of the
principal amount plus accrued interest. During the year ended December
31, 1994, $33,792,000 of debentures were converted into 1,103,404
Shares. During the year ended December 31, 1993, $16,635,000 of
debentures were converted into 543,182 Shares.
The 6 7/8% debentures issued in November 1993 and the 7 1/2%
debentures issued in March 1994 are subject to redemption by the
Company at 100% of the principal amount plus accrued interest to the
extent necessary to preserve the Company's status as a real estate
investment trust.
BANK NOTES PAYABLE
The Company has an unsecured revolving line of credit expiring July
1997 in the amount of $177,000,000 bearing interest at the lender's
prime rate or LIBOR plus 1.25%.
BONDS AND MORTGAGES PAYABLE
The senior unsecured notes, senior mortgage notes, convertible
debentures, bank notes payable and bonds and mortgages payable are
presented net of unamortized debt issuance costs of $8,537,000 and
$9,785,000 at December 31, 1994 and 1993, respectively. Amortization
expense associated with the debt issuance costs amounted to $3,028,000,
$2,961,000 and
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<PAGE> 14
MEDITRUST
$2,123,000 for the years ended December 31, 1994, 1993 and 1992,
respectively, and is reflected in interest expense.
All debt instruments contain certain covenants, the most
restrictive of which limits the ratio of total liabilities to
consolidated tangible shareholders' equity.
The aggregate maturities of senior unsecured notes, senior
mortgage notes, convertible debentures, and bonds and mortgages
payable, excluding the bank notes payable, the 9% convertible
debentures, the 7 1/2% convertible debentures for the five years
subsequent to December 31, 1994, are as follows:
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1995 $ 64,170,000
1996 60,274,000
1997 49,767,000
1998 197,543,000
1999 67,912,000
</TABLE>
- --------------------------------------------------------------------------------
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates are subjective in nature and are dependent on a
number of significant assumptions associated with each financial
instrument or group of financial instruments. Because of a variety of
permitted calculations and assumptions regarding estimates of future
cash flows, risks, discount rates and relevant comparable market
information, reasonable comparisons of the Company's fair value
information with other companies cannot necessarily be made.
The following methods and assumptions were used to estimate the
fair value of financial instruments for which it is practicable to
estimate that value:
REAL ESTATE MORTGAGES
The fair value of real estate mortgages have been estimated by
discounting future cash flows using current interest rates at which
similar loans would be made to borrowers with similar credit ratings
and for the same remaining maturities. As of December 31, 1994, the
fair value of real estate mortgages amounted to approximately
$932,000,000.
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<PAGE> 15
MEDITRUST
INDEBTEDNESS
The quoted market price for the Company's publicly traded convertible
debentures and rates currently available to the Company for debt with
similar terms and remaining maturities were used to estimate fair value
of existing debt. As of December 31, 1994, the fair value of the
Company's indebtedness amounted to approximately $773,000,000.
- --------------------------------------------------------------------------------
NOTE 8. LEASE COMMITMENTS
The Company's land and facilities are generally leased pursuant to
noncancelable, fixed-term operating leases expiring from 1996 to 2008.
The leases also generally provide multiple, five-year renewal options
and the option to purchase the facilities at fair market value at the
end of the initial term of the lease or at various times during the
lease.
The lessees are required to pay aggregate base rent during the
lease term and applicable debt service payments as well as percentage,
supplemental and additional rent (as defined in the lease agreements).
For the years ended December 31, 1994, 1993 and 1992, additional rent
from the leases and additional interest from the mortgages amounted to
$8,156,000, $8,657,000 and $7,621,000, respectively. In addition, the
lessees pay all taxes, insurance, maintenance and other operating costs
of the land and facilities.
Future minimum lease payments, including debt service payments (as
defined in the lease agreements) which are based on interest rates in
effect at December 31, 1994, expected to be received by the Company
during the initial term of the leases for the years subsequent to
December 31, 1994, are as follows:
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1995 $ 72,026,000
1996 72,026,000
1997 71,312,000
1998 64,244,000
1999 52,657,000
Thereafter 240,190,000
</TABLE>
- --------------------------------------------------------------------------------
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<PAGE> 16
MEDITRUST
NOTE 9. LEGAL PROCEEDINGS
In December 1993, the Chapter 11 Trustee of Towers Financial
Corporation commenced an action in the Suffolk County Superior Court
for the Commonwealth of Massachusetts against one of the Company's
lessees and in January, 1994 two subsidiaries of the Company were named
as additional defendants. The plaintiff alleges that it holds a prior
security interest in the accounts receivable of seven health care
facilities, one of which is owned by the Company. The plaintiff demands
payment of all such receivables including those collected by the
Company (which, as of December 31, 1994, totaled approximately
$12,976,000). The Company is vigorously defending this action. It has
filed an answer and counterclaim denying any liability to the plaintiff
and asserting that the plaintiff does not have a valid prior security
interest in any assets of the Company or its borrowers. The Company is
a party to a number of other claims and lawsuits arising out of the
normal course of business; the Company believes that none of these
claims or pending lawsuits, either individually or in the aggregate,
will have a material adverse affect on the Company's business or on its
consolidated financial position.
- --------------------------------------------------------------------------------
NOTE 10. STOCK OPTION PLANS
Incentive awards under the Company's stock option plans (the "Plans")
which may be granted by the Board of Trustees include nonqualified or
nonstatutory options to purchase Company shares and incentive stock
options (collectively, "options"). The number of Shares available for
issuance under the Plans is 5% of the number of outstanding Shares. Up
to 500,000 Shares available under each Plan may be issued pursuant to
incentive stock options. Trustees, officers and key employees of the
Company or any other entity providing similar services to the Company
and its officers, directors and key employees, and all persons retained
by the Company solely as consultants are eligible to participate in the
Plans. Such options expire 10 years after the date granted. One third
of all options granted become exercisable at the end of each year
following the date of issuance. Options to purchase 411,000 Shares were
exercisable as of December 31, 1994.
Information concerning option activity for the years 1994, 1993
and 1992 is as follows:
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<PAGE> 17
MEDITRUST
<TABLE>
<CAPTION>
Shares Option Price
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Outstanding at December 31, 1991 746,000 $16.625 to $26.625
Granted 62,000 $26.75 to $29.00
Exercised 182,000 $16.625 to $26.375
Expired 28,000 $26.25 to $26.375
- ----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1992 598,000 $16.625 to $29.00
Granted 126,000 $26.375 to $34.00
Exercised 83,000 $16.625 to $27.625
Expired 23,000 $26.375 to $27.625
- ----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1993 618,000 $16.625 to $34.00
Granted 61,000 $32.375 to $33.00
Exercised 97,000 $18.750 to $33.125
Expired 44,000 $33.00 to $33.625
- ----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1994 538,000 $16.625 TO $34.00
====================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
NOTE 11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following quarterly financial data summarizes the unaudited
quarterly results for the years ended December 31, 1994 and 1993:
<TABLE>
<CAPTION>
Quarter Ended 1994
-------------------------------------------------
(In thousands, except per Share amounts) March 31 June 30 September 30 December 31
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $40,995 $42,378 $43,158 $46,462
Net Income 17,705 19,008 19,817 23,930
Net Income per Share .53 .56 .57 .62
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
Quarter Ended 1993
-------------------------------------------------
March 31 June 30 September 30 December 31
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $36,625 $37,311 $38,336 $38,103
Net Income 14,838 16,001 16,081 16,716
Net Income per Share .50 .51 .51 .51
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 12. SUBSEQUENT EVENTS
On January 10, 1995, the Board of Trustees of the Company declared a
dividend of $.6675 per Share payable February 15, 1995, to shareholders
of
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<PAGE> 18
MEDITRUST
record on January 31, 1995. The dividend related to the period October
1, 1994 through December 31, 1994.
On January 12, 1995, the Company's unsecured revolving line of
credit was increased from $177,000,000 to $205,000,000.
-18-
