<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] for the fiscal year ended December 31, 1995 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] 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 Identification No.)
incorporation or organization)
197 First Avenue, Needham Heights, MA. 02194-9127
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (617) 433-6000
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
<S> <C>
Shares of Beneficial Interest without par value New York Stock Exchange
9% Convertible Debentures due 2002 New York Stock Exchange
7% Convertible Debentures due 1998 New York Stock Exchange
7 1/2% Convertible Debentures due 2001 New York Stock Exchange
8.54% Convertible Debentures due 2000 New York Stock Exchange
8.56% Convertible Debentures due 2002 New York Stock Exchange
Medium-Term Notes due from 1997 to 2015 New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K X .
----
Aggregate market value of voting shares held by non-affiliates as of January 29,
1996: $1,801,322,400 Number of Shares of Beneficial Interest outstanding of
registrant as of January 29, 1996: 51,283,200 The following documents are
incorporated by reference into the indicated Part of this Form 10-K.
<TABLE>
<CAPTION>
Document Part
-------- ----
<S> <C>
Definitive Proxy Statement for the May 8, 1996 Annual Meeting of
Shareholders, to be filed pursuant to Regulation 14A III
</TABLE>
<PAGE> 2
PART I
ITEM 1.
BUSINESS
GENERAL
Unless otherwise specified, information regarding Meditrust's business is
given as of December 31, 1995.
Meditrust (the "Company"), a real estate investment trust organized on
August 6, 1985, invests primarily in the health care industry in locations
throughout the United States. The objective of the Company is to enable
shareholders to participate in the investment in health care related facilities
held primarily for the production of income to be distributed to shareholders.
In meeting this objective, the Company invests in high quality facilities that
are managed by experienced operators and achieves diversity in its property
portfolio by sector of the health care industry, geographic location, operator
and form of investment.
The Company was organized to qualify, and intends to continue to
operate, as a real estate investment trust in accordance with federal tax laws
and regulations. So long as the Company so complies, with limited exceptions,
the Company will not be taxed under federal income tax laws on that portion of
its taxable income that it distributes to its shareholders. The Company has
distributed, and intends to continue to distribute, substantially all of its
real estate investment trust taxable income to shareholders.
As of December 31, 1995, the Company had investments in 303 facilities,
consisting of 247 long-term care facilities, 24 rehabilitation hospitals, 14
medical office buildings, 10 alcohol and substance abuse and psychiatric
facilities, seven retirement and assisted living facilities, and one acute care
hospital campus. Included in the 303 facilities are 17 properties under
construction that are expected to be completed during the next three to 12
months. The Company's investments take the form of permanent mortgage loans,
sale/leaseback transactions and development loans. The Company only enters
into development loans if, upon completion of the facility, the Company's
development loan is to be replaced by either a permanent mortgage loan from the
Company or a sale/leaseback transaction with the Company.
The Company's net increase in gross real estate investments totaled
$305,000,000 during 1995 as a result of the Company entering into sale/
leaseback transactions and making permanent mortgage loans and development
loans. Total investments were $1,855,000,000 at December 31, 1995.
Sale/Leaseback Transactions. The Company acquired an acute care
hospital campus located in Arizona, and five long-term care facilities located
in Ohio and West Virginia for $88,700,000. The Company also provided
$2,487,000 for additions to three facilities, and $3,000,000 for land at one
facility that are currently owned by the Company. In addition, the Company
received proceeds of $7,800,000 from the sale of a long-term care facility in
Illinois.
Permanent Mortgage Loans. During 1995, the Company provided permanent
mortgage financing of $100,376,000 for six long-term care facilities located in
Arizona, Massachusetts, Michigan, Tennessee and Washington, three medical
office buildings in Florida and Tennessee, one assisted living facility in
- 2 -
<PAGE> 3
Michigan, two retirement living centers located in Nevada and Utah, two alcohol
and substance abuse facilities and one psychiatric facility located in New
York. The New York facilities were previously financed for $72,397,000 with a
previous borrower. The previous borrower prepaid this loan with the proceeds
from the sale to the Company of four long-term care facilities in Maryland,
Massachusetts and New Jersey and one rehabilitation hospital in New Jersey.
Also during 1995, the Company provided $51,840,000 in additional
permanent mortgage financing secured by 18 long-term care facilities located in
Kansas, Kentucky, Massachusetts, Missouri, Nevada, Pennsylvania, Tennessee,
Texas, Washington and Wyoming, and two retirement facilities located in
Nebraska and Wyoming.
Other Transactions. During the year ended December 31, 1995 the Company
received annual principal payments on real estate mortgages of $6,615,000 and
received $43,232,000 in mortgage prepayments for seven long-term care
facilities located in Connecticut, Massachusetts, Pennsylvania and West
Virginia and one rehabilitation facility located in Nevada.
Conversion of Development Loans to Permanent Mortgage Loans. During
1995, the Company provided ongoing development financing of $8,390,000,
resulting in an aggregate funding of $36,046,000 for four long-term care
facilities located in Connecticut and Massachusetts, which were converted to
permanent mortgage loans.
Development Loans. During 1995, the Company provided net construction
financing of $98,556,000 for 10 long-term care facilities, 11 medical office
buildings and one assisted living facility. Aggregate development funding as
of December 31, 1995 was $119,884,000 and the Company was committed to provide
additional financing of approximately $102,701,000 relating to six long-term
care facilities, 10 medical office buildings, and one assisted living facility
currently under construction and additions to permanent mortgages secured by
five long-term care facilities.
Financings. In March and April 1995, the Company completed the sale of
9,250,000 shares of beneficial interest without par value ("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 used the net proceeds to repay
indebtedness.
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 are
convertible into Shares of beneficial interest of the Company at $32.625 per
Share. The Company used the net proceeds from the offering to repay
indebtedness.
In July and August 1995, the Company prepaid senior unsecured notes and
senior mortgage notes payable of $296,800,000 which were due between 1995 and
2001, with interest rates ranging from 10.00% to 10.86%. The transaction
resulted in prepayment penalties and acceleration of unamortized debt costs
totaling $33,454,000, which was an extraordinary item reflected as a loss from
prepayment of debt on the Company's income statement for the year ended
December 31, 1995. Net proceeds from the issuance of approximately $300
million of notes and convertible debentures with interest rates ranging
- 3 -
<PAGE> 4
from 7.375% to 8.56% were used for the prepayment. The Company will gain
flexibility from the elimination of certain operational covenants contained in
the agreements relating to prepaid indebtedness and benefit from lower interest
rates and improved interest coverage ratios.
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 million. During
August and September $98,500,000 of these notes were issued with maturity dates
ranging from August 16, 1999 to August 17, 2015, bearing interest at rates
between 7.25% to 8.625%. The net proceeds were utilized to reduce the
outstanding balance of the Company's unsecured credit facilities.
In November 1995, the Company completed the sale of 1,000,000 Shares at
$33.00 per Share exclusively to European investors. 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 January 1996, through the date hereof, the Company issued
unsecured notes in the aggregate principal amount of $40 million which mature
between January 1997 and January 2006 and bear interest at annual rates ranging
from 6.35% to 7.3%.
The Company has a total of $230 million in unsecured credit facilities
consisting of (i) unsecured revolving lines of credit expiring June 30, 1997 in
the aggregate amount of $205 million bearing interest at the lender's prime
rate or LIBOR plus 1.00%, and (ii) an unsecured short-term borrowing entered
into on January 17, 1996, which expires in April 1996 in the amount of $25
million bearing interest at LIBOR plus 1.25%. A total of approximately $69
million was available under the Company's revolving lines of credit at January
29, 1996. The Company also has an 8% interest rate cap for $100 million of its
unsecured facilites, which expires in January 1997.
In 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.
The Company may raise additional capital from public or private sources
and invest in additional health care related facilities.
- 4 -
<PAGE> 5
INVESTMENT AND OTHER POLICIES
GENERAL
The Company invests in income-producing health care related facilities
which may include long-term care facilities, rehabilitation hospitals,
retirement and assisted living facilities, medical office buildings, alcohol
and substance abuse treatment facilities, psychiatric hospitals, and other
health care related facilities. These investments are made primarily for the
production of income. Because the Company invests in health care related
facilities, the Company is not in a position to diversify its investment
portfolio to include assets selected to reduce the risks associated with
investment in improved real estate in a single industry. However, the Company
intends to continue to diversify its portfolio by broadening its geographic
base, providing financing to more operators, diversifying the type of health
care facilities in its portfolio and diversifying the types of financing
methods provided.
In evaluating potential investments, the Company considers such factors
as: (1) the current and anticipated cash flow and its adequacy to meet
operational needs and other obligations and to provide a competitive market
return on equity to the Company's shareholders; (2) the geographic area, type
of property and demographic profile; (3) the location, construction quality,
condition and design of the property; (4) the potential for capital
appreciation, if any; (5) the growth and regulatory environment of the
communities in which the properties are located; (6) occupancy and demand for
similar health care facilities in the same or nearby communities; (7) an
adequate mix of private and governmental-sponsored patients; (8) potential
alternative uses of the facilities; and (9) prospects of liquidity through
financing or refinancing.
Management reviews and verifies market research for all potential
investments on behalf of the Company. Management also reviews the value of the
property, the interest rates and debt service coverage requirements of any debt
to be assumed and the anticipated sources of repayment for such debt.
The Company's Declaration of Trust places no limitations on the
percentage of the Company's total assets that may be invested in any one
property or joint venture or on the nature or identity of the operators of such
properties. The independent Trustees of the Company, however, may establish
such limitations as they deem appropriate from time to time.
From time to time, the Company enters into senior debt transactions.
The Company has no current plans to underwrite securities of other issuers.
The Company has authority to offer Shares in exchange for investments which
conform to its standards and to repurchase or otherwise acquire its Shares or
other securities. The Company has no present plans to invest in the securities
of others for the purpose of exercising control, although the Company owns
interests in partnerships which own health care facilities. The Company makes
loans on such terms as the Trustees may approve.
The Company will not, without the prior approval of a majority of
Trustees, including a majority of the independent Trustees of the Company,
acquire from or sell to any Trustee, director, officer or employee of the
Company, or any affiliate thereof, any of the assets or other property of the
Company.
The Company provides its shareholders on request with annual reports
containing audited financial statements and quarterly reports containing
unaudited financial information.
- 5 -
<PAGE> 6
REINVESTMENT OF SALES PROCEEDS
In the event the Company sells or otherwise disposes of any of its
properties, the independent Trustees will determine whether and to what extent
the Company will acquire additional properties or distribute the proceeds to
the shareholders.
SHORT-TERM INVESTMENTS
The Company invests its cash in certain short-term investments during
interim periods between the receipt of revenues and distributions to
shareholders. Cash not invested in facilities may be invested in
interest-bearing bank accounts, certificates of deposit, short-term
money-market securities, short-term United States government securities,
mortgage-backed securities guaranteed by the Government National Mortgage
Association, mortgages insured by the Federal Housing Administration or
guaranteed by the Veterans Administration, mortgage loans, mortgage loan
participations, and certain other similar investments. The Company's ability
to make certain of these investments may be limited by tax considerations. The
Company's return on these short-term investments may be more or less than its
return on real estate investments.
BORROWING POLICIES
The Company may incur additional indebtedness when, in the opinion of
the Trustees, it is advisable. For short-term purposes, the Company may, from
time to time, negotiate lines of credit, arrange for other short-term
borrowings from banks or others or issue commercial paper. The Company may
arrange for long-term borrowing from banks, insurance companies, public
offerings or private placements to institutional investors. Under the
Company's Declaration of Trust and under documents pertaining to certain
existing indebtedness, the Company is subject to various restrictions with
respect to borrowings. See "Prohibited Investments and Activities."
In addition, the Company may incur mortgage indebtedness on real estate
which it has acquired through purchase, foreclosure or otherwise. When terms
are deemed favorable, the Company may invest in properties subject to existing
loans or mortgages. The Company also may obtain financing for unleveraged
properties in which it has invested or may refinance properties acquired on a
leveraged basis. There is no limitation on the number or amount of mortgages
which may be placed on any one property, but overall restrictions on mortgage
indebtedness are provided under documents pertaining to certain existing
indebtedness.
PROHIBITED INVESTMENTS AND ACTIVITIES
The Declaration of Trust prohibits the Company from engaging in any
investment practices or activities that would disqualify the Company as a real
estate investment trust under the provisions of the Internal Revenue Code.
In addition to prohibitions and restrictions imposed by the Declaration
of Trust, there are and may be, from time to time, additional restrictions
imposed by debt instruments or other agreements entered into by the Company.
- 6 -
<PAGE> 7
POLICY CHANGES
The Declaration of Trust may not be changed by the Trustees without
shareholder approval except in limited circumstances to comply with federal and
state law. All other policies set forth herein may be changed by the Trustees
without shareholder approval.
COMPETITION
The Company competes, primarily on the basis of knowledge of the
industry, economics of the transaction and flexibility of financing structure,
with real estate partnerships, other real estate investment trusts, banks and
other investors generally in the acquisition, leasing and financing of health
care related facilities.
The operators of the facilities compete on a local and regional basis
with other operators of comparable facilities. They compete with independent
operators as well as companies managing multiple facilities, some of which are
substantially larger and have greater resources than the operators of the
Company's facilities. Some of these facilities are operated for profit while
others are owned by governmental agencies or tax-exempt not-for-profit
organizations.
EMPLOYEES
As of December 31, 1995, the operations of the Company were maintained
by 37 employees. The Company has not experienced any significant labor
problems and believes that its employee relations are good.
DECLARATION OF TRUST
The Declaration of Trust of the Company provides that shareholders of
the Company shall not be subject to any liability for the acts or obligations
of the Company and that, as far as is practicable, each written agreement of
the Company is to contain a provision to that effect. No personal liability
will attach to the shareholders for claims under any contract containing such a
provision in writing where adequate notice is given of such provision, except
possibly in a few jurisdictions. With respect to all types of claims in such
jurisdictions and with respect to tort claims, contract claims where the
shareholder liability is not disavowed as described above, claims for taxes and
certain statutory liabilities in other jurisdictions, a shareholder may be held
personally liable to the extent that claims are not satisfied by the Company.
However, the Declaration of Trust provides that, upon payment of any such
liability, the shareholder will be entitled to reimbursement from the general
assets of the Company. The Trustees intend to conduct the operations of the
Company, with the advice of counsel, in such a way as to avoid, as far as is
practicable, the ultimate liability of the shareholders of the Company. The
Trustees do not intend to provide insurance covering such risks to the
shareholders.
GOVERNMENT REGULATION
The amount of percentage rent or additional interest, if any, which
generally is based on the health care facility operator's gross revenues, is in
most cases subject to changes in the reimbursement and licensure policies of
federal, state and local governments. In addition, the acquisition of health
care facilities is generally subject to state and local regulatory approval.
- 7 -
<PAGE> 8
MEDICARE, MEDICAID, BLUE CROSS AND OTHER PAYORS
Certain of the operators receive payments for patient care from federal
Medicare programs for elderly and disabled patients, state Medicaid programs
for medically indigent and cash grant patients, private insurance carriers,
employers and Blue Cross plans, health maintenance organizations, preferred
provider organizations and directly from patients. In general, Medicare
payments for long-term care services, psychiatric care, and rehabilitative care
are based on allowable costs plus a return on equity for proprietary
facilities. Payments from state Medicaid programs for psychiatric care are
based on reasonable costs or are at fixed rates. Long-term care facilities are
generally paid by the Medicaid programs at fixed rates. Most Medicare and
Medicaid payments are below retail rates. Payments from other payors are
generally also below retail rates. Blue Cross payments in different states and
areas are based on costs, negotiated rates or retail rates.
LONG-TERM CARE FACILITIES
Regulation of long-term care facilities is exercised primarily through
the licensing of such facilities. The particular agency having regulatory
authority and the license qualification standards vary from state to state and,
in some instances, from locality to locality. Licensure standards are
constantly under review and undergo periodic revision. Governmental
authorities generally have the power to review the character, competence and
community standing of the operator and the financial resources and adequacy of
the facility, including its plant, equipment, personnel and standards of
medical care. Long-term care facilities are certified under the Medicare
program and all are eligible to qualify under state Medicaid programs, although
not all participate in the Medicaid programs.
REHABILITATION HOSPITALS
Rehabilitation hospitals are also subject to extensive federal, state
and local legislation and regulation. Rehabilitation hospitals are subject to
periodic inspections and licensure requirements. Inpatient rehabilitation
facilities are cost-reimbursed, receiving the lower of reasonable costs or
reasonable charges. Typically, the fiscal intermediary pays a set rate per day
based on the prior year's costs for each facility. Annual cost reports are
filed with the operator's fiscal intermediary and adjustments are made, if
necessary.
MEDICAL OFFICE BUILDINGS
The individual physicians, groups of physicians and health care
providers which occupy medical office buildings are subject to a variety of
federal, state and local regulations applicable to their specific areas of
practice. Since medical office buildings may contain numerous types of medical
services, a wide variety of regulations may apply. In addition, medical office
buildings must comply with the requirements of municipal building codes, health
codes and local fire departments.
ACUTE CARE HOSPITALS
Acute care hospitals are subject to extensive federal, state and local
legislation and regulation relating to among other things the adequacy of
medical care, equipment, personnel, hygiene, operating policies and procedures,
fire prevention, rate-setting and compliance with building codes and
environmental protection laws. Hospitals must maintain strict standards in
order to obtain their state hospital licenses from a department of health or
other applicable agency in each state. In granting and renewing licenses, a
department of health considers, among other things, the physical buildings and
equipment, the qualifications of the administrative personnel and nursing
staff, the quality of care and
- 8 -
<PAGE> 9
continuing compliance with the laws and regulations relating to the operation
of the facilities. State licensing of facilities is a prerequisite to
certification under the Medicare and Medicaid programs. Various other licenses
and permits also are required in order to dispense narcotics, operate
pharmacies, handle radioactive materials and operate certain equipment.
Hospital facilities are subject to periodic inspection by governmental and
other authorities to assure continued compliance with the various standards
necessary for their licensing and accreditation.
RETIREMENT AND ASSISTED LIVING
Residential communities such as retirement and assisted living facilities
are subject to varying degrees of regulation and licensing by local and state
health and social service agencies, and other regulatory authorities specific
to their location. Typically these regulations and licensing requirements
relate to fire safety, sanitation, staff training, staffing levels and living
accomodations, as well as requirements specific to certain health related
services offered. Levels of service provided and corresponding regulation vary
considerably from operator to operator as some are similiar to long-term care
facilities, while others fall into the relatively unregulated care of a
retirement community.
ALCOHOL AND SUBSTANCE ABUSE TREATMENT FACILITIES
Alcohol and substance abuse treatment facilities must comply with the
licensing requirements of federal, state and local health agencies and with the
requirements of municipal building codes, health codes and local fire
departments. In granting and renewing a facility's license, a state health
agency considers, among other things, the physical buildings and equipment, the
qualifications of the administrative personnel and health care staff, the
quality of nursing and other services and the continuing compliance of such
facility with the laws and regulations applicable to its operations.
PSYCHIATRIC HOSPITALS
Psychiatric hospitals generally are subject to extensive federal, state
and local legislation and regulation. Licensing for psychiatric hospitals is
subject to periodic inspections regarding standards of medical care, equipment
and hygiene. In addition, there are specific laws regulating civil commitment
of patients and disclosure of information regarding patients being treated for
chemical dependency. Many states have adopted a "patient's bill of rights"
which sets forth standards, such as using the least restrictive treatment,
allowing patient access to the telephone and mail, allowing the patient to see
a lawyer and requiring the patient to be treated with dignity. Insurance
reimbursement for psychiatric treatment generally is more limited than for
general health care.
HEALTH CARE REFORM AND REGULATION
Many of the operators with which the Company does business rely on
government reimbursement, primarily Medicare and Medicaid, for a significant
portion of their operating revenues. During the 1994 session of the United
States Congress, there was active consideration of various proposals for
national health care reform, including the administration's proposal to cap
national health care spending and the future growth of Medicare and Medicaid
funding. Other recent proposals include replacement of the current Medicaid
program with block grants to the states and other limitations on Medicaid
spending. Some of these proposals, if enacted, could have an adverse effect
on operators doing business with the Company. No such legislation was passed
during the 1994 session of Congress. However, such legislation is again being
considered during the current session of Congress. It is not possible to
predict whether and when health care reform legislation will be passed by
Congress and, if passed, what features such legislation will contain or the
effect it may have on the nursing home, assisted living or rehabilitation
care industries, the reimbursements levels available to health care providers
or on the health care industry in general.
From time to time, Medicaid, Medicare and other governmental payers
have reviewed the billing practices of many health care facilities operators
including certain of the operators with which the Company does business. It is
unclear what impact such reviews may have on these operators. The Company does
not believe, however, that any adverse findings against these operators would
materially affect the Company's financial position.
- 9 -
<PAGE> 10
ITEM 2.
PROPERTIES
The table sets forth certain information as of December 31, 1995
regarding the Company's facilities:
<TABLE>
<CAPTION>
PURCHASE PRICE ANNUAL BASE RENT
NUMBER OF NUMBER OF OR MORTGAGE PLUS DEBT SERVICE OR
LOCATION FACILITIES BEDS (1) AMOUNT (2) INTEREST PAYMENT(3)
- -------- ---------- -------- ---------- -------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
LONG-TERM CARE FACILITIES
Alabama 1 230 $ 7,759 $ 940
Arizona 6 1,034 37,876 (4) 3,754
California 1 179 6,455 (4) 612
Colorado 6 870 36,211 (4) 4,119
Connecticut 18 2,420 123,788 (5) 14,406
Florida 10 1,397 79,902 (6) 10,909
Georgia 1 83 2,993 (4) 612
Idaho 1 155 5,590 (4) 612
Illinois 26 2,332 50,006 (4) 5,000
Indiana 11 1,500 55,184 (13) 5,871
Kansas 3 383 13,718 (4) 1,684
Kentucky 1 228 10,059 (18) 710
Maryland 1 170 18,188 1,910
Massachusetts 34 5,098 326,561 (7) 35,881
Michigan 7 900 28,210 (8) 3,483
Missouri 10 1,305 43,296 (14) 4,850
Nebraska 2 263 9,370 (4) 984
Nevada 2 433 21,447 (19) 2,369
New Jersey 8 1,440 66,383 (9) 7,092
New York 4 512 50,826 6,000
North Carolina 2 240 7,357 (4) 906
Ohio 7 766 34,361 (15) 3,747
Pennsylvania 14 2,285 88,241 (10) 11,271
Rhode Island 1 160 4,952 (4) 532
Tennessee 9 1,231 42,687 (4) 4,874
Texas 47 4,560 107,199 (4) 11,313
Utah 2 240 9,276 (4) 1,181
Washington 4 510 16,909 (4) 1,879
West Virginia 7 615 29,747 (16) 2,937
Wyoming 1 150 6,849 (4) 743
--- ------ --------- --------
TOTAL LONG-TERM CARE 247 31,689 1,341,400 151,181
--- ------ --------- --------
REHABILITATION HOSPITALS
Arizona 1 80 9,965 1,196
Arkansas 2 122 17,451 1,999
California 5 298 67,907 (11) 8,395
Colorado 1 118 10,861 (4) 1,140
Kansas 1 80 11,649 1,437
Kentucky 1 55 10,000 1,050
Louisiana 2 170 21,920 2,752
Massachusetts 1 80 10,859 1,050
Michigan 1 55 7,821 817
</TABLE>
- 10 -
<PAGE> 11
Rehabilitation Hospitals, continued
<TABLE>
<CAPTION>
PURCHASE PRICE ANNUAL BASE RENT
NUMBER OF NUMBER OF OR MORTGAGE PLUS DEBT SERVICE OR
LOCATION FACILITIES BEDS (1) AMOUNT (2) INTEREST PAYMENT(3)
- -------- ---------- -------- ---------- -------------------
<S> <C> <C> <C> <C>
New Hampshire 1 128 13,571 1,354
New Jersey 1 70 14,300 1,501
New York 1 28 4,701 493
Tennessee 1 60 8,715 (4) 1,089
Texas 3 200 34,889 4,541
Washington 1 52 5,861 615
Wisconsin 1 125 13,888 1,556
-- ----- ------- ------
TOTAL REHABILITATION 24 1,721 264,358 30,985
-- ----- ------- ------
MEDICAL OFFICE BUILDINGS
California 2 13,070 (12) 1,241
Connecticut 1 13,892 (12) 1,390
Florida 8 92,726 (17) 5,621
Massachusetts 1 7,301 (12) 211
Tennessee 1 8,080 (4) 714
Texas 1 10,494 (12) 997
-- ------- ------
TOTAL MEDICAL OFFICE
BUILDINGS 14 145,563 10,174
-- ------- ------
ACUTE CARE HOSPITAL
Arizona 1 492 65,650 7,222
-- --- ------- ------
RETIREMENT LIVING FACILITIES
Colorado 1 220 15,683 (4) 1,686
Florida 1 184 11,623 (4) 1,162
Nebraska 1 150 4,505 (4) 493
Utah 1 287 9,194 (4) 1,002
Wyoming 1 161 7,351 (4) 798
-- ----- ------- -------
TOTAL RETIRMENT LIVING 5 1,002 48,356 5,141
-- ----- ------- -------
ASSISTED LIVING
Florida 1 126 21,400 (12) 2,141
Michigan 1 80 4,054 (4) 399
-- ----- ------- -------
TOTAL ASSISTED LIVING 2 206 25,454 2,540
-- ----- ------- -------
</TABLE>
- 11 -
<PAGE> 12
<TABLE>
<CAPTION>
PURCHASE PRICE ANNUAL BASE RENT
NUMBER OF NUMBER OF OR MORTGAGE PLUS DEBT SERVICE OR
LOCATION FACILITIES BEDS (1) AMOUNT (2) INTEREST PAYMENT(3)
-------- ---------- -------- ---------- -------------------
<S> <C> <C> <C> <C>
PSYCHIATRIC HOSPITALS AND
ALCOHOL AND SUBSTANCE ABUSE
Arizona 1 114 7,916 (4) 990
California 1 61 5,750 719
Louisiana 1 100 8,750 1,050
Florida, New York and Oklahoma 5 564 33,258 (4) 3,658
Texas 2 156 11,248 1,456
--- --- ------- ------
TOTAL PSYCHIATRIC AND
ALCOHOL AND SUBSTANCE
ABUSE 10 995 66,922 7,873
-- --- -------- -----
TOTAL ALL FACILITIES (20) 303 36,105 $1,957,703 $215,116
=== ====== ========== ========
<FN>
(1) Based upon information provided by the operators of the facilities, the
average occupancy of the Company's portfolio of operating facilities for
the nine months ended September 30, 1995, was as follows: long-term
care facilities, 86%; rehabilitation hospitals, 65%; alcohol and
substance abuse treatment facilities, 70%; psychiatric hospitals, 55%;
retirement living facilities, 91%, acute care hospitals 50%. Generally,
average occupancy rates are determined by dividing the number of patient
days in each period by the average number of licensed bed days during
such period.
(2) Represents purchase price or mortgage amount at December 31, 1995 for
operating facilities and the estimated construction loan amount for
facilities under construction.
(3) The annual base rentals/interest payments under the leases or mortgages
are generally projected to be approximately 9% - 13% of the purchase
price or mortgage amount, in accordance with the terms of the respective
agreements. Base rent excludes additional and percentage rent and
interest but includes an aggregate of $6,967,000 in debt service.
Additional and percentage rent and interest for the year ended December
31, 1995 was an aggregate of $9,106,000 for all of the facilities.
Additional and percentage rent and interest are calculated based upon a
percentage of a facility's revenues over an agreed upon base amount or
an automatic annual escalation.
(4) Permanent mortgage loans.
(5) Includes permanent mortgage loans aggregating $44,580,000.
(6) Includes a permanent mortgage loan of $50,406,000 and a construction
loan of $15,496,000.
(7) Includes permanent mortgage loans of $133,285,000 and construction loans
of $45,159,087.
(8) Includes permanent mortgage loans of $20,726,000.
(9) Includes a permanent mortgage loan of $25,898,000.
(10) Includes a permanent mortgage loan of $69,770,000 and construction loans
of $6,939,000.
</TABLE>
- 12 -
<PAGE> 13
(11) Includes a permanent mortgage loan of $28,919,000.
(12) Development loans.
(13) Includes permanent mortgage and construction loans of $48,915,000.
(14) Includes permanent mortgage loans of $34,498,000.
(15) Includes permanent mortgage loans of $5,111,000.
(16) Includes permanent mortgage loans of $12,547,000.
(17) Includes permanent mortgage and construction loans of $12,400,000 and
$80,326,000, respectively.
(18) Includes permanent mortgage and construction loans of $4,609,000 and
$5,450,000, respectively.
(19) Includes permanent mortgage and construction loans of $18,389,000 and
$3,058,000, respectively.
(20) Investments by the Company in facilities operated by Sun Healthcare
Group, Inc., Life Care Centers of America, Inc., Springwood/Chur
Associates, Horizon/CMS Inc., Health Asset Realty Trust, and Geriatric
and Medical Centers, Inc., represented 21%, 21%, 7%, 7%, 5%, and 5%,
respectively, of the Company's total portfolio as of December 31, 1995.
Long-Term Care Facilities. The long-term care facilities offer
restorative, rehabilitative and custodial nursing care for patients not
requiring more extensive and sophisticated treatment available at acute care
hospitals. The facilities are designed to provide custodial care and to
supplement hospital care and many have transfer agreements with one or more
acute care hospitals.
Rehabilitation Hospitals. The rehabilitation hospitals provide treatment
to restore physical, psycho-social, educational, vocational and economic
usefulness and independence to disabled persons. Rehabilitation concentrates
on physical disabilities and impairments and utilizes a coordinated
multidisciplinary team approach to help patients attain measurable goals.
Medical Office Buildings. Medical office building facilities contain
individual physician, physician group and other health care provider offices
for the administration and treatment of patients, usually in close proximity to
the general service acute care hospital to which the physicians are affiliated.
The types of services provided in a medical office building may include
outpatient therapy, clinics, examination facilities and the provision of other
medical services in a non-hospital setting.
Acute Care Hospitals. Acute care hospitals provide services that
include, among others, general surgery, internal medicine, obstetrics,
emergency room care, radiology, diagnostic services, coronary care, pediatric
services and psychiatric services. On an outpatient basis, the services
include, among others, same day surgery, diagnostic radiology (e.g. magnetic
resonance imaging, CT scanning, X-ray), rehabilitative therapy, clinical
laboratory services, pharmaceutical services and psychiatric services.
- 13 -
<PAGE> 14
Retirement Living Facilities. The retirement living facilities offer
specially designed residential units for active and ambulatory elderly
residents and provide various ancillary services. They may contain nursing
facilities to provide a continuum of care. The retirement living facilities
offer their residents an opportunity for an independent lifestyle with a range
of social and health services.
Assisted Living Facilities. The assisted living facility provides a
combination of housing, supportive services, personalized assistance and health
care designed to respond to individual needs for daily living and instrumental
activities. Support services are generally available 24 hours a day to meet
scheduled and unscheduled needs.
Alcohol and Substance Abuse Treatment Facilities. These facilities
provide inpatient treatment for alcohol and substance abuse, including medical
evaluation, detoxification and rehabilitation. Specialized programs offer
treatment for adults, adolescents, families and chronic abusers.
Psychiatric Hospitals. The psychiatric hospitals offer comprehensive,
multidisciplinary adult, adolescent and substance abuse psychiatric programs.
Patients are evaluated upon admission and an individualized treatment plan is
developed. Elements of the treatment plan include individual, group and family
therapy, activity therapy, educational programs and career and vocational
planning.
- 14 -
<PAGE> 15
LEASES
Each facility (which includes the land, buildings, improvements, related
easements, and rights and fixtures (the "Leased Properties")) that is owned by
the Company is leased pursuant to a long-term triple net lease (collectively,
the "Leases") which generally contains terms as outlined below. Generally, the
Leased Properties do not include major movable equipment.
The Leases generally have a fixed term of approximately 10 years and
contain multiple renewal options. Some Leases are subject to earlier
termination upon the occurrence of certain contingencies described in the
Lease.
The Company's Leased Properties aggregated approximately $746,000,000
of gross real estate investments at December 31, 1995. The base rents range
from approximately 9% to 13% per annum of the Company's equity investment in
the Leased Properties and many may be adjusted upward during the fifth year of
the Leases to an amount equal to 300 to 500 basis points over the five-year
United States Treasury securities' yield at the time of adjustment. The base
rents for the renewal periods are generally fixed rents for the initial renewal
periods and market rates for later renewal periods. All Leases provide for
either an automatic fixed annual rent escalation or additional variable rents
in addition to the base rent, based on revenues exceeding specified base
revenues. In addition, the Company typically charges a lease commitment fee at
the initiation of the sale/leaseback transaction.
Each Lease is a triple net lease requiring the lessee to pay rent and
all additional charges incurred in the operation of the Leased Property. The
lessees are required to repair, rebuild and maintain the Leased Properties.
The obligations under the Leases are generally guaranteed by the parent
corporation of the lessee, if any, or affiliates or individual principals of
the lessee. Some obligations are further backed by letters of credit, cash
collateral or pledges of certificates of deposit from various financial
institutions which may cover up to one full year's lease payments and which
remain in effect until the expiration of a fixed time period or the fulfillment
of certain performance criteria.
The Company also obtains other credit enhancement devices similar to
those it may obtain with respect to permanent mortgage loans. See "Permanent
Mortgage Loans" for description.
With respect to two of the facilities, the Company leases the land
pursuant to ground leases and in turn subleases the land to the operator of the
facility. Such subleases contain terms substantially similar to those found in
the Leases.
PERMANENT MORTGAGE LOANS
The Company's permanent mortgage loan program is comprised of secured
loans which are structured to provide the Company with interest income,
additional interest based upon the revenue growth of the operating facility or
a fixed rate increase, principal amortization and commitment fees. Virtually
all of the approximately $989,000,000 of permanent mortgage loans as of
December 31, 1995 are first mortgage loans.
The interest rates on the Company's investments in permanent mortgage
loans for operating facilities range from approximately 9% to 13% per annum on
the outstanding balances. The yield to the Company on permanent mortgage loans
depends upon a number of factors, including the stated interest
- 15 -
<PAGE> 16
rate, average principal amount outstanding during the term of the loan, the
amount of the commitment fee charged at the inception of the loan, the interest
rate adjustments and the additional interest earned.
The permanent mortgage loans for operating facilities made through
December 31, 1995 are generally subject to 10-year terms with up to 30-year
amortization schedules that provide for a balloon payment of the outstanding
principal balance at the end of the tenth year. Some of the mortgages include
an interest adjustment in the fifth year which generally provides for interest
to be charged at the greater of the current interest rate or 300 to 400 basis
points over the five-year United States Treasury securities' yield at the time
of adjustment.
The Company generally requires a variety of additional forms of security
and collateral beyond that which is provided by the lien of the mortgage. For
example, the Company requires one or more of the following items: (a) a
guaranty of the complete payment and performance of all obligations associated
with each mortgage loan from the borrower's parent corporation, if any, other
affiliates of the borrower and/or one or more of the individual principals
controlling such borrower; (b) a collateral assignment from the borrower of the
leases and the rents relating to the mortgaged property; (c) a collateral
assignment from the borrower of all permits, licenses, approvals and contracts
relating to the operation of the mortgaged property; (d) a pledge of all, or
substantially all, of the equity interest held in the borrower; (e) cash
collateral or a pledge of a certificate of deposit, for a negotiated dollar
amount typically equal to three months to one year's principal and interest on
the loan (which cash collateral or pledge of certificate of deposit typically
remains in effect until the later to occur of (i) three years after the closing
of the mortgage loan or (ii) the achievement by the facility of an agreed-upon
cash flow debt coverage ratio for three consecutive fiscal quarters and, in the
event that after the expiration of the letter of credit or pledge of
certificate of deposit, the agreed-upon financial covenants are not maintained
throughout the loan term, the borrower is often required to reinstate the cash
collateral or pledge of certificate of deposit); (f) an agreement by any
affiliate of the borrower or operator of the facility to subordinate all
payments due to it from the borrower to all payments due to the Company under
the mortgage loan; and (g) a security interest in all of the borrower's
personal property, including, in some instances, the borrower's accounts
receivable. In addition, the mortgage loans are generally cross-defaulted and
cross-collateralized with any other mortgage loans, leases or other agreements
between the borrower or any affiliate of the borrower and the Company.
DEVELOPMENT LOANS
The Company makes development loans that by their terms convert either
into sale/leaseback transactions or permanent mortgage loans upon the
completion of the facilities. Generally, the interest rates on the outstanding
balances of the Company's development loans are up to 300 basis points over the
prime rate of a specified financial institution. The Company also typically
charges a commitment fee at the commencement of the loan. The development loan
period generally commences upon the funding of such loans and terminates upon
the earlier of the completion of development of the applicable facility or a
specific date. This period is generally 12 to 18 months. During the term of
the development loan, funds are advanced pursuant to draw requests made by the
borrower in accordance with the terms and conditions of the applicable loan
agreement which require a site visit prior to the advancement of funds.
Monthly payments of interest only are made on the total amount of the loan
proceeds advanced during the development period.
Meditrust began its development loan program in August 1987 and since
that time has converted many of these development loans into sale/leaseback
transactions or permanent mortgage loans representing an investment of
$312,500,000 as of December 31, 1995. In addition, at December 31,
- 16 -
<PAGE> 17
1995 the Company had outstanding development loans of $119,884,000 and was
committed to providing additional financing of approximately $102,701,000. As
with the Company's permanent mortgage financing program, the development loans
generally include a variety of additional forms of security and collateral
beyond the lien of the mortgage. See "Permanent Mortgage Loans." During the
development loan period, the Company generally requires additional security and
collateral in the form of either payment and performance completion bonds or
completion guarantees by either one, or a combination of, the borrower's parent
entity, other affiliates of the borrower or one or more of the individual
principals of the borrower.
As a further safeguard during the development loan period, the Company
generally will retain a portion of the loan proceeds equal to 10% of the
principal loan amount until it has received satisfactory evidence that the
project has been fully completed in accordance with the applicable plans and
specifications and the period during which liens may be perfected with respect
to any work performed, or labor or materials supplied, in connection with the
construction of the project has expired. The Company also monitors the
progress of the development of each project, the construction budget and the
accuracy of the borrower's draw requests by having its own inspector perform
on-site inspections of the project prior to the release of any requested funds.
ITEM 3.
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 in an amount up to $17,000,000. 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.
- 17 -
<PAGE> 18
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
ITEM 4a.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information relative to the Company's executive officers
is given as of January 29, 1996:
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Abraham D. Gosman 67 Chairman, Chief Executive
Officer and Trustee
David F. Benson 46 President and Trustee
Michael F. Bushee 38 Chief Operating Officer
Michael S. Benjamin 38 Senior Vice President, Secretary
and Corporate Counsel
Lisa P. McAlister 32 Chief Financial Officer and Treasurer
Stephen C. Mecke 33 Vice President of Development
Debora A. Pfaff 32 Vice President of Operations
Stephen H. Press 58 Vice President of Acquisitions
John G. Demeritt 35 Controller
</TABLE>
Abraham D. Gosman has been Chairman of the Company since its
organization in 1985 and became Chief Executive Officer in February 1991. Mr.
Gosman is also founder, Chairman of the Board, CEO and President of PhyMatrix
Corporation, a provider of managerial/administrative services to a variety of
specialized medical care and treatment providers, which completed its initial
public offer in January 1996 (NASDAQ/PHMX). Mr. Gosman was the Chief Executive
Officer and Chairman of the Board of The Mediplex Group, Inc. ("Mediplex"), an
operator and developer of health care facilities, from August 1990 until June
1994, when Mediplex was acquired by Sun. Mr. Gosman has been in the health
care and development business for more than thirty years.
David F. Benson has been President of the Company since September 1991
and was Treasurer of the Company from January 1986 to May 1992. He was
Treasurer of Mediplex from January 1986 through June 1987. He was previously
associated with Coopers & Lybrand, independent accountants, from 1979 to 1985.
Mr. Benson is also a Trustee of Mid-Atlantic Realty Trust, a shopping center
REIT, traded on the American Stock Exchange.
- 18 -
<PAGE> 19
Michael F. Bushee has been Chief Operating Officer of the Company since
September 1994. He was Senior Vice President of Operations of the Company from
November 1993 through August 1994, Vice President from December 1989 to October
1993, Director of Development from January 1988 to December 1989 and has been
associated with the Company since April 1987. He was previously associated
with The Stop & Shop Companies, Inc., a retailer of food products and general
merchandise, for three years and Wolf & Company, P.C., independent accountants,
for four years. He is also a Director of Sterling House Corporation, an
assisted-living provider, traded on the American Stock Exchange.
Michael S. Benjamin has been Senior Vice President, Secretary and
General Counsel of the Company since October 1993. He was Vice President,
Secretary and General Counsel from May 1992 to October 1993, Secretary and
General Counsel from December 1990 to May 1992 and Assistant Counsel to the
Company from November 1989 to December 1990. His previous association was with
the law firm of Brown, Rudnick, Freed & Gesmer, from 1983 to 1989.
Lisa P. McAlister has been Chief Financial Officer and Treasurer of the
Company since October 1995, Vice President of the Company since October 1993
and Treasurer since May 1992. She was Controller from December 1990 to May
1992 and Assistant Controller of the Company from November 1988 to December
1990. She was previously associated with Arthur Andersen & Co., independent
accountants, from 1985 to 1988.
Stephen C. Mecke has been Vice President of Development since October
1995 and has been the Company's Director of Development since June 1992. He
was previously the manager of underwriting at Continental Realty Credit Inc., a
commercial mortgage company, from October 1988 to June 1992.
Debora A. Pfaff has been Vice President of Operations since October 1995
and has been the Company's Director of Operations since September 1992. Ms.
Pfaff was previously Senior Manager with KPMG Peat Marwick where she worked
from 1985 to 1992.
Stephen H. Press has been Vice President of Acquisitions of the Company
since October 1993 and previously held this position with the Company from June
1987 to December 1990. He was Vice President of Development and Regulatory
Affairs for Integrated Health Services, Inc., a medical services company, from
April 1991 to October 1993.
John G. Demeritt has been Controller of the Company since October 1995.
Prior to that, he was Corporate Controller of CMG Information Services, Inc.,
an information service provider, from 1994 to 1995. He was Vice President of
Finance and Treasurer of Salem Sportswear Corporation, a manufacturer and
marketer of licensed sports apparel, from June 1991 to November 1993. He was
Controller of Scitex America Corporation, a manufacturer and distributor of
electronic prepress equipment, from August 1986 to June 1991, and was
previously associated with Laventhol & Horwath, independent accountants, from
1983 to 1986.
- 19 -
<PAGE> 20
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
<TABLE>
(a) and (b) The Company's Shares are traded on the New York Stock
Exchange under the symbol MT. The following table sets forth for the periods
shown the high and low sales prices for the Shares (as reported on the New York
Stock Exchange Composite Tape):
<CAPTION>
1995 1994
---------------- -----------------
Quarter High Low Quarter High Low
- -------------------------------- --------------------------------
<S> <C> <C> <C> <C>
First $32.13 $29.50 First $35.25 $31.38
Second $34.13 $29.00 Second $35.88 $32.13
Third $35.50 $32.63 Third $34.25 $30.63
Fourth $35.50 $31.25 Fourth $32.63 $28.75
<FN>
There were approximately 5,200 holders of record of the Company's Shares as of January 29, 1996.
Included in the number of Shareholders of record are Shares held in "nominee" or "street" name.
</TABLE>
(c) The Company has declared the following distributions during its two
most recent fiscal years:
<TABLE>
<CAPTION>
Distributions
Period Declared Per Share
------ ------------------
<S> <C>
Quarter Ended March 31, 1994 . . . . . . . . . . . . . . $.6475
Quarter Ended June 30, 1994 . . . . . . . . . . . . . . . .6525
Quarter Ended September 30, 1994 . . . . . . . . . . . . .6575
Quarter Ended December 31, 1994 . . . . . . . . . . . . . .6625
------
$ 2.62
======
Quarter Ended March 31, 1995 . . . . . . . . . . . . . . $.6675
Quarter Ended June 30, 1995 . . . . . . . . . . . . . . .6725
Quarter Ended September 30, 1995 . . . . . . . . . . . . .6775
Quarter Ended December 31, 1995 . . . . . . . . . . . . . .6825
------
$ 2.70
======
</TABLE>
The Company intends to distribute to its shareholders on a quarterly
basis a majority of cash flow from operating activities available for
distribution. Cash flow from operating activities available for distribution
to shareholders of the Company will be derived primarily from the rental
payments and interest payments derived from its real estate investments. All
distributions will be made by the Company at the discretion of the Trustees and
will depend on the earnings of the Company, its financial condition and such
other factors as the Trustees deem relevant. In order to qualify for the
beneficial tax treatment accorded to real estate investment trusts by Sections
856 to 860 of the Internal Revenue Code, the Company is required to make
distributions to holders of its Shares of at least 95% of its "real estate
investment trust taxable income".
- 20 -
<PAGE> 21
ITEM 6. SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(In thousands except per Share data)
OPERATING DATA:
Revenues $209,369 $172,993 $150,375 $132,394 $112,910
-------- -------- -------- -------- --------
Expenses:
Interest expense . . . . . . . . . 64,163 67,479 62,193 58,159 56,886
Depreciation and amortization . . 18,176 17,171 16,277 14,032 13,185
General and administrative expenses 7,058 7,883 8,269 8,845 4,930
-------- -------- -------- -------- --------
Total expenses . . . . . . . . . 89,397 92,533 86,739 81,036 75,001
-------- -------- -------- -------- --------
Net income before extraordinary item 119,972 80,460 63,636 51,358 37,909
Loss on prepayment of debt . . . . . 33,454 3,684
-------- -------- -------- -------- --------
Net income . . . . . . . . . . . . . $ 86,518 $ 80,460 $ 63,636 $ 51,358 $ 34,225
======== ======== ======== ======== ========
Shares of beneficial interest
(weighted average) . . . . . . . . 47,563 35,314 31,310 26,360 21,710
PER SHARE DATA:
Net income before extraordinary item $ 2.52 $ 2.28 $ 2.03 $ 1.95 $ 1.75
Loss on prepayment of debt . . . . . .70 .17
-------- -------- -------- -------- --------
Net income . . . . . . . . . . . . . $ 1.82 $ 2.28 $ 2.03 $ 1.95 $ 1.58
======== ======== ======== ======== ========
Distributions paid . . . . . . . . . $ 2.70 $ 2.62 $ 2.54 $ 2.46 $ 2.38
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate investments, net $1,777,798 $1,484,229 $1,214,308 $1,021,630 $842,518
Total assets . . . . . . . . . . . . 1,891,852 1,595,130 1,310,401 1,094,941 928,254
Indebtedness . . . . . . . . . . . . 762,291 765,752 658,245 606,585 463,695
Total liabilities . . . . . . . . . . 830,097 824,983 724,606 663,458 500,736
Total shareholders' equity . . . . . 1,061,755 770,147 585,795 431,483 427,518
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated by reference to
the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of operations" in the Current Report on Form 8-K dated
January 29, 1996.
- 21 -
<PAGE> 22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the "Consolidated Financial Statements", "Notes to Consolidated Financial
Statements" and "Report of Independent Accountants" in the Current Report on
Form 8-K dated January 29, 1996.
- 22 -
<PAGE> 23
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Trustees of Meditrust:
Our report on the consolidated financial statements of Meditrust has been
incorporated by reference in this Form 10-K from Meditrust's Current Report on
Form 8-K dated January 29, 1996. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedules listed in the index on page 33 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 29, 1996
- 23 -
<PAGE> 24
MEDITRUST
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions
Balance at Charged to Additions Balance at
Beginning of Costs and Charged to End of
Description Period Expenses Other Accounts Deductions Period
----------- ------ -------- -------------- ---------- ------
<S> <C> <C> <C> <C> <C>
General valuation
allowance included
in Accrued Expenses
and Other Liabilities
for the year ended
December 31:
1993 $ 2,705,946 $9,329,724 $12,035,670
1994 12,035,670 3,783,176 $11,272,009 (A) 4,546,837
1995 4,546,837 $5,167,735 9,714,572
<FN>
(A) Includes $9,100,000 reclassified as a reduction to Other Assets and
$2,172,009 relating to the valuation of a real estate investment.
</TABLE>
<TABLE>
<CAPTION>
Additions
Balance at Charged to Additions Balance at
Beginning of Costs and Charged to End of
Description Period Expenses Other Accounts Deductions Period
----------- ------ -------- -------------- ---------- ------
<S> <C> <C> <C> <C> <C>
General valuation
allowance included
in Other Assets for the
year ended
December 31:
1994 $ 9,100,000 (A) $9,100,000
1995 $9,100,000 13,325,221 $18,192,698 (B) 4,232,523
<FN>
(A) Reclassified from valuation allowance included in Accrued Expenses and
Other Liabilities.
(B) Includes approximately $89,000 relating to the valuation of other assets
and $18,104,000 relating to receivables charged off.
</TABLE>
- 24 -
<PAGE> 25
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Gross Amount at Which Carried at Close of Period
Initial Cost ------------------------------------------------
to Company Cost
---------- Capitalized
Building & Subsequent to Building & Accum.
Description (1) Encumbrances Improvements Acquisitons Land (2) Improvements Total (5) Deprec.(4)(5)
- --------------- ------------ ------------ ----------- -------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
LTC
- ---
Alabaster, AL . . $ 5,799,000 $1,810,000 $ 150,000 $ 7,609,000 $ 7,759,000 $1,399,656
Cheshire, CT . . 6,770,000 455,000 6,770,000 7,225,000 1,727,753
Danbury, CT . . . 5,295,000 305,000 5,295,000 5,600,000 1,351,312
Darien, CT . . . 4,202,477 45,000 4,202,477 4,247,477 175,103
Milford, CT . . . 5,538,590 5,538,590 5,538,590 196,159
Milford, CT . . . 10,000,000 10,000,000 10,000,000 395,833
Newington, CT . . 8,970,000 430,000 8,970,000 9,400,000 2,289,188
Southbury, CT . . 3,224,151 1,020,000 3,224,151 4,244,151 127,623
Southfield, CT . 7,750,000 750,000 7,750,000 8,500,000 419,792
Westport, CT . . 4,970,000 400,000 4,970,000 5,370,000 1,268,374
Wethersfield, CT 12,440,000 6,643,218 19,083,218 19,083,218 3,072,301
Bradenton, FL . . $3,475,000 9,900,000 4,100,000 9,900,000 14,000,000 1,980,000
W. Lafayette, IN 4,313,818 6,030,000 190,000 50,000 6,220,000 6,270,000 1,223,758
Beverly, MA . . . 6,300,000 645,000 6,300,000 6,945,000 1,607,815
Concord, MA . . . 8,762,000 3,538,000 8,762,000 12,300,000 54,763
New Bedford, MA . 7,492,000 1,008,000 7,492,000 8,500,000 46,825
Newton, MA . . . 12,430,000 630,000 12,430,000 13,060,000 3,172,250
Lexington, MA . . 11,210,000 590,000 11,210,000 11,800,000 2,618,865
E. Longmeadow, MA 12,400,000 3,595,928 400,000 15,995,928 16,395,928 2,647,378
Holyoke, MA . . . 11,980,670 684,248 121,600 12,664,918 12,786,518 1,036,353
Lowell, MA . . . 9,897,730 594,621 500,000 10,492,351 10,992,351 853,699
Lynn, MA . . . . 13,293,267 870,248 1,206,734 14,163,515 15,370,249 976,845
Northampton, MA . 2,709,612 187,500 2,709,612 2,897,112 107,255
Peabody, MA . . . 7,245,315 805,035 7,245,315 8,050,350 1,449,066
Randolph, MA . . 9,014,760 1,001,640 9,014,760 10,016,400 1,802,958
Weymouth, MA . . 10,719,932 850,000 10,719,932 11,569,932 424,330
Wilmington, MA . 6,689,925 743,325 6,689,925 7,433,250 1,337,988
Montgomery, MD . 16,888,000 1,300,000 16,888,000 18,188,000 105,550
Grand Blanc, MI . 6,500,000 863,800 120,000 7,363,800 7,483,800 1,346,913
Riverside, MO . . 8,559,900 238,000 8,559,900 8,797,900 1,658,475
Bound Brook, NJ . 1,624,000 1,176,000 1,624,000 2,800,000 365,377
Oradell, NJ . . . 14,986,000 1,714,000 14,986,000 16,700,000 93,662
Camden, NJ . . . 8,334,780 450,250 8,334,780 8,785,030 1,875,311
Marlton, NJ . . . 14,060,000 240,000 14,060,000 14,300,000 87,875
New Milford, NJ . 11,110,000 1,090,000 11,110,000 12,200,000 2,222,010
</TABLE>
<TABLE>
<CAPTION>
Const. Date
Description (1) Date Acquired
- --------------- ---- -----
<S> <C> <C>
LTC
- ---
Alabaster, AL . . 1971 8/87
Cheshire, CT . . 1975 10/85
Danbury, CT . . . 1976 10/85
Darien, CT . . . 1975 6/94
Milford, CT . . . 1971 6/94
Milford, CT . . . 1992 6/94
Newington, CT . . 1978 10/85
Southbury, CT . . 1975 6/94
Southfield, CT . 1993 11/93
Westport, CT . . 1965 10/85
Wethersfield, CT 1965 8/86
Bradenton, FL . . 1985 12/87
W. Lafayette, IN 1964 1/88
Beverly, MA . . . 1972 10/85
Concord, MA . . . 1995 11/95
New Bedford, MA . 1995 11/95
Newton, MA . . . 1977 10/85
Lexington, MA . . 1965 8/86
E. Longmeadow, MA 1986 9/87
Holyoke, MA . . . 1973 9/92
Lowell, MA . . . 1975 9/92
Lynn, MA . . . . 1960 4/93
Northampton, MA . 1974 6/94
Peabody, MA . . . 1987 10/90
Randolph, MA . . 1987 10/90
Weymouth, MA . . 1994 6/94
Wilmington, MA . 1987 10/90
Montgomery, MD . 1995 11/95
Grand Blanc, MI . 1970 5/88
Riverside, MO . . 1965 3/88
Bound Brook, NJ . 1963 12/86
Oradell, NJ . . . 1995 11/95
Camden, NJ . . . 1984 12/86
Marlton, NJ . . . 1995 11/95
New Milford, NJ . 1971 12/87
</TABLE>
- 25 -
<PAGE> 26
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Gross Amount at Which Carried at Close of Period
Initial Cost ------------------------------------------------
to Company Cost
---------- Capitalized
Building & Subsequent to Building & Accum.
Description (1) Encumbrances Improvements Acquisitons Land (2) Improvements Total (5) Deprec.(4)(5)
- --------------- ------------ ------------ ----------- -------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
LTC CONTINUED
- -------------
Cortland, NY . . $ 4,440,173 $ 260,930 $ 4,701,103 $ 4,701,103 $ 282,193
Niskayuna, NY . . 9,708,000 834,537 $ 292,000 10,542,537 10,834,537 737,261
Rennsselaer, NY . 1,400,000 1,400,000 1,400,000 40,833
Troy, NY . . . . 9,967,564 491,673 56,100 10,459,237 10,515,337 627,816
Bellbrook, OH . . 2,787,134 212,000 2,787,134 2,999,134 354,197
Huber Heights, OH 3,593,360 174,000 3,593,360 3,767,360 456,656
Swanton, OH . . . 5,500,000 350,000 5,500,000 5,850,000 103,125
Medina, OH . . . $6,828,545 10,568,000 232,000 10,568,000 10,800,000 2,025,553
New London, OH . 2,110,837 22,600 2,110,837 2,133,437 268,253
West Carrolton, OH 3,483,669 216,400 3,483,669 3,700,069 442,718
Erie, PA . . . . 4,753,000 375,000 335,000 5,128,000 5,463,000 1,012,455
Greensburg, PA . 5,544,012 525,000 5,544,012 6,069,012 565,950
(4) Facilities, WV 17,200,000 17,200,000 17,200,000 35,833
REHAB
- -----
Benton, AR . . . 7,865,000 392,410 135,000 8,257,410 8,392,410 561,158
Jonesboro, AR . . 4,186,796 8,861,835 196,225 8,861,835 9,058,060 1,535,019
Tucson, AZ . . . 9,965,000 9,965,000 9,965,000 1,349,427
Bakersfield, CA . 10,907,463 1,522,537 10,907,463 12,430,000 1,522,503
Fresno, CA . . . 7,871,103 14,469,580 2,088,920 14,469,580 16,558,500 1,750,167
Kentfield, CA . . 9,650,000 350,000 9,650,000 10,000,000 1,869,679
Topeka, KS . . . 5,140,455 10,353,829 1,295,499 10,353,829 11,649,328 1,794,005
Bowling Green, KY 10,000,000 10,000,000 10,000,000 395,833
Ruston, LA . . . 4,142,481 10,021,462 321,551 10,021,462 10,343,013 1,778,978
Baton Rouge, LA . 5,497,917 10,366,008 1,211,000 10,366,008 11,577,008 1,749,263
New Bedford, MA . 10,000,000 859,303 10,859,303 10,859,303 404,783
Battle Creek, MI 7,265,913 408,529 146,970 7,674,442 7,821,412 523,347
Effingham, NH . . 8,121,200 3,971,031 1,478,800 12,092,231 13,571,031 771,328
Cortland, NY . . 26,309,407 1,503,410 263,000 27,812,817 28,075,817 1,661,810
Arlington, TX . . 10,132,662 1,161,338 10,132,662 11,294,000 1,414,363
Ft. Worth, TX . . 5,860,010 10,814,520 1,548,022 10,814,520 12,362,542 1,464,456
Houston, TX . . . 5,330,235 10,707,069 525,000 10,707,069 11,232,069 1,806,819
Lake Terrace, WA 4,389,224 441,796 1,029,980 4,831,020 5,861,000 194,893
Waterford, WI . . 11,515,023 2,093,205 280,000 13,608,228 13,888,228 906,056
</TABLE>
<TABLE>
<CAPTION>
Const. Date
Description (1) Date Acquired
- --------------- ---- -----
<S> <C> <C>
LTC CONTINUED
- -------------
Cortland, NY . . 1986 8/93
Niskayuna, NY . . 1976 3/93
Rennsselaer, NY . 1975 11/94
Troy, NY . . . . 1972 8/93
Bellbrook, OH . . 1981 12/90
Huber Heights, OH 1984 12/90
Swanton, OH . . . 1950 4/95
Medina, OH . . . 1954 4/88
New London, OH . 1985 12/90
West Carrolton, OH 1983 12/90
Erie, PA . . . . 1977 12/87
Greensburg, PA . 1991 6/90
(4) Facilities, WV 1987 12/95
REHAB
- -----
Benton, AR . . . 1967 4/93
Jonesboro, AR . . 1989 2/89
Tucson, AZ . . . 1990 8/90
Bakersfield, CA . 1990 6/90
Fresno, CA . . . 1991 3/91
Kentfield, CA . . 1963 3/88
Topeka, KS . . . 1989 2/89
Bowling Green, KY 1992 6/94
Ruston, LA . . . 1988 12/88
Baton Rouge, LA . 1988 4/89
New Bedford, MA . 1920 6/94
Battle Creek, MI 1933 4/93
Effingham, NH . . 1985 4/93
Cortland, NY . . 1971 8/93
Arlington, TX . . 1990 6/90
Ft. Worth, TX . . 1990 8/90
Houston, TX . . . 1989 4/89
Lake Terrace, WA 1987 5/93
Waterford, WI . . 1968 4/93
</TABLE>
- 26 -
<PAGE> 27
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Gross Amount at Which Carried at Close of Period
Initial Cost ------------------------------------------------
to Company Cost
---------- Capitalized
Building & Subsequent to Building & Accum.
Description (1) Encumbrances Improvements Acquisitons Land (2) Improvements Total (5) Deprec.(4)(5)
- --------------- ------------ ------------ ----------- -------- ------------ ---------- -------------
ACUTE CARE HOSPITAL
- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Phoenix, AZ . . . $ 63,960,000 $ 1,690,000 $ 63,960,000 $ 65,650,000 $ 1,465,750
PSYCH
- -----
Hollywood, CA . . 4,035,000 1,715,000 4,035,000 5,750,000 773,360
Monroe, LA . . . 7,770,000 $ 450,000 530,000 8,220,000 8,750,000 1,563,114
DeSoto, TX . . . 3,934,000 1,775,730 849,270 5,709,730 6,559,000 1,091,361
College Station, TX 3,650,771 58,122 980,185 3,708,893 4,689,078 384,857
----------- ------------ ------------ ------------- ------------ ------------ -----------
TOTAL . . . . . . $52,646,360 $669,217,824 $ 29,167,739 $ 47,993,481 $698,385,563 $746,379,044 (3) $77,203,587
=========== ============ ============ ============= ============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Const. Date
Description (1) Date Acquired
- --------------- ---- -----
ACUTE CARE HOSPITAL
- -------------------
<S> <C> <C>
Phoenix, AZ . . . 1954 2/95
PSYCH
- -----
Hollywood, CA . . 1957 5/88
Monroe, LA . . . 1982 5/88
DeSoto, TX . . . 1988 1/88
College Station, TX 1987 5/93
TOTAL . . . . . .
</TABLE>
- 27 -
<PAGE> 28
MEDITRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION, CONTINUED
DECEMBER 31, 1995
(1) Facility classifications are Long-Term Care (LTC), Retirement Living
(RL), Psychiatric Hospital (Psych), Rehabilitation Hospital (Rehab) and
Assisted Living (AL).
(2) Gross amount at which land is carried at close of period also represents
initial cost to the Company.
(3) Cost for federal income tax purposes.
(4) Depreciation is calculated using a 40-year life for all completed
facilities.
(5) Real estate and accumulated depreciation reconciliations for the three
years ended December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Accumulated
Real Estate Depreciation
----------- -------------
<S> <C> <C>
Balance at close of year--December 31, 1993 . . . . . . . $ 685,896,000 $ 73,294,000
Additions during the period:
Acquisitions . . . . . . . . . . . . . . . . . . . 18,327,000
Value of real estate acquired . . . . . . . . . . 30,000,000
Additions to existing properties . . . . . . . . . 10,785,000
Other . . . . . . . . . . . . . . . . . . . . . . 11,570,000
Provision for depreciation . . . . . . . . . . . . 15,209,000
Deductions:
Lease terminations . . . . . . . . . . . . . . . . (124,000,000) (22,463,000)
Sale of real estate . . . . . . . . . . . . . . . (4,000,000)
Other . . . . . . . . . . . . . . . . . . . . . . (2,172,000) (122,000)
------------- ------------
Balance at close of year-- December 31, 1994 . . . . . . 626,406,000 65,918,000
Additions during the period:
Acquisitions . . . . . . . . . . . . . . . . . . . 91,700,000
Value of real estate acquired . . . . . . . . . . 69,988,000
Additions to existing properties . . . . . . . . . 2,487,000
Provision for depreciation . . . . . . . . . . . . 16,283,000
Deductions:
Lease terminations . . . . . . . . . . . . . . . . (35,602,000) (3,486,000)
Sale of real estate . . . . . . . . . . . . . . . (8,600,000) (1,512,000)
-------------- ------------
Balance at close of year--December 31, 1995 . . . . . . . $ 746,379,000 $ 77,203,000
============== ============
</TABLE>
- 28 -
<PAGE> 29
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Periodic Face Carrying
Interest Final Payment Amount of Amount of
Description (A) Rate Maturity Date Terms (B)(C) Mortgages Mortgages (D)
- --------------- ---- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Long-term care facilities:
Arizona 11.00% - October 2002
9.40% March 2005 $12,708,000 $ 13,515,000 $ 13,426,000
Colorado 10.85% May 2005 5,815,000 5,990,000 5,976,000
Connecticut 9.00% - November 1997
13.50% November 2005 46,203,000 47,493,000 44,580,000
Florida 10.00% - January 1997
10.25% (G) (G) 72,903,000 29,328,000
Illinois (29 facilities) 10.00% February 2005 45,478,000 50,500,000 50,006,000
Indiana 9.15% - November 2005
9.25% October 2005 9,029,000 9,400,000 9,396,000
Massachusetts 10.40% - August 2000
11.50% March 2005 81,452,000 89,253,000 85,487,000
Massachusetts 10.50% June 2004 42,000,000 42,000,000 42,000,000
Massachusetts 9.40% - (G) (G)
10.50% 50,308,000 30,582,000
Michigan 11.75% - December 2001 -
12.75% June 2002 20,770,000 21,768,000 20,726,000
Nevada 10.00% March 2005 7,905,000 10,000,000 9,987,000
New Jersey (E) 11.38% December 1994 8,332,000 3,408,000 3,289,000
North Carolina 12.00% September 1998 2,918,000 3,325,000 3,082,000
Pennsylvania 10.50% - (G) (G)
12.25% June 2002 8,556,000 17,052,000 11,248,000
Pensylvania and
New Jersey 12.00% April 2002 77,152,000 86,003,000 83,464,000
Rhode Island 10.75% November 2003 4,851,000 5,000,000 4,952,000
Tennessee 10.00% July 2003 10,888,000 11,222,000 11,077,000
Texas 10.00% February 2005 27,287,000 30,300,000 30,133,000
Texas 10.40% October 2004 42,085,000 46,000,000 45,744,000
Texas 11.20% - November 2000
12.00% November 2004 26,170,000 28,083,000 27,717,000
Utah 11.50% December 2002 4,873,000 5,600,000 4,948,000
Washington 8.87% December 2005 3,050,000 3,050,000 3,050,000
Wyoming 10.85% June 2005 15,630,000 16,100,000 14,200,000
Various (7 states) 10.65% October 2004 36,236,000 42,300,000 41,909,000
Various (9 states) 10.75% May 2003 99,515,000 103,618,000 102,705,000
Various (3 states) 10.85% May 2005 28,307,000 32,837,000 28,560,000
Various (3 states) 10.95% November 2001 29,504,000 37,100,000 36,942,000
Various (12 states) 10.85% August 2005 73,588,000 90,450,000 88,430,000
West Virginia and
Pennsylvania 11.00% October 2002 12,269,000 12,900,000 12,547,000
</TABLE>
- 29 -
<PAGE> 30
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE, CONTINUED
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Periodic Face Carrying
Interest Final Payment Amount of Amount of
Description (A) Rate Maturity Date Terms (B)(C) Mortgages Mortgages (D)
- --------------- ---- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C>
Rehabilitation hospitals:
California 12.50% July 2001 $24,042,000 $30,975,000 $28,919,000
Colorado 10.50% July 2004 9,396,000 11,000,000 10,861,000
Tennessee 12.50% September 2000 8,637,000 9,000,000 8,714,000
Medical Office Buildings:
California 9.50% (G) (G) 13,070,000 11,350,000
Connecticut 10.00% (G) (G) 13,892,000 8,216,000
Florida 8.72% (G) (G) 43,083,000 32,868,000
Tennessee 8.83% January 2005 8,080,000 8,080,000 8,080,000
Texas 9.50% (G) (G) 10,494,000 9,561,000
Retirement living facilities:
Colorado 10.75% April 2004 14,546,000 $16,200,000 $15,683,000
Florida 10.00% January 1996 9,922,000 11,734,000 11,623,000
Nevada and Utah 11.00% January 2000 8,757,000 12,100,000 9,194,000
Assisted living:
Florida 10.00% January 2005 21,400,000 12,835,000
Michigan 9.85% September 2005 3,818,000 4,728,000 4,054,000
Psychiatric hospitals and
Alcohol & Substance Abuse:
Arizona 12.50% October 1999 7,077,000 8,360,000 7,916,000
New York 11.00% January 2006 31,620,000 33,300,000 33,258,000
-------------- --------------
Total $1,234,894,000 $1,108,623,000 (F)(H)
============== ==============
</TABLE>
- 30 -
<PAGE> 31
MEDITRUST
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE, CONTINUED
(A) Virtually all mortgage loans on real estate are first mortgage loans.
(B) Terms at or in excess of ten years (except for two properties in
Connecticut and a loan on ten facilities located in Missouri, Nebraska
and Texas, which are seven years, and two properties located in
Florida and Utah which are five years) with principal and interest
payable at varying amounts over life to maturity with interest
adjustment generally at the end of the fifth year.
(C) Balloon payment is due upon maturity based on current interest rate
with various prepayment penalties.
(D) No mortgage loan is subject to delinquent principal or interest,
except for one property located in New Jersey.
(E) Mortgage loan term has been extended for a one year period.
(F) The aggregate cost for federal income tax purposes.
(G) Construction in progress as of the close of the period.
(H) Reconciliation of carrying amount of mortgage loans for the three
years ended December 31, 1995 is as follows:
<TABLE>
<S> <C>
Balance at December 31, 1992 . . . . . . . . . . . . . . $ 531,816,000
Additions during period:
New mortgage loans . . . . . . . . . . . . . . . . 181,908,000
Construction loan advances . . . . . . . . . . . . 28,387,000
Deductions during period:
Collection of principal . . . . . . . . . . . . . . (35,490,000)
Acquisiton of properties, net . . . . . . . . . . . (88,493,000)
Conversion of construction loans to
sale/leaseback transactions . . . . . . . . . . (12,244,000)
Other . . . . . . . . . . . . . . . . . . . . . . . (4,178,000)
--------------
Balance at December 31, 1993 . . . . . . . . . . . . . . 601,706,000
Additions during period:
New mortgage loans . . . . . . . . . . . . . . . . 241,339,000
Construction loan advances . . . . . . . . . . . . 49,688,000
Non-cash additions . . . . . . . . . . . . . . . . 71,594,000
Deductions during period:
Collection of principal . . . . . . . . . . . . . . (5,149,000)
Conversion of construction loans to
sale/leaseback transactions . . . . . . . . . . (10,239,000)
Prepayment of mortgage loans . . . . . . . . . . . (14,835,000)
Other . . . . . . . . . . . . . . . . . . . . . . . (10,363,000)
--------------
Balance at December 31, 1994 . . . . . . . . . . . . . . 923,741,000
Additions during period:
New mortgage loans . . . . . . . . . . . . . . . . 152,216,000
Construction loan advances . . . . . . . . . . . . 106,946,000
Other . . . . . . . . . . . . . . . . . . . . . . . 9,953,000
Deductions during period:
Collection of principal . . . . . . . . . . . . . . (6,615,000)
Non-cash deductions . . . . . . . . . . . . . . . . (34,386,000)
Prepayment of mortgage loans . . . . . . . . . . . (43,232,000)
--------------
Balance at December 31, 1995 . . . . . . . . . . . . . . $1,108,623,000
==============
</TABLE>
- 31 -
<PAGE> 32
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
NOT APPLICABLE.
PART III
Item 10.
TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to Item 4a above and the table and the
information following it appearing in the first subsection of the section
entitled "Election of Trustees" contained in the Company's Proxy Statement for
its Annual Meeting of Shareholders ("Annual Meeting Proxy Statement"), to be
filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended ("Regulation 14A"). There are no family relationships among any of the
Trustees or executive officers of the Company.
Incorporated by reference to the section entitled "Certain Transactions"
contained in the Company's Annual Meeting Proxy Statement, to be filed pursuant
to Regulation 14A.
Item 11.
EXECUTIVE COMPENSATION
Incorporated by reference to the section entitled "Executive
Compensation" contained in the Company's Annual Meeting Proxy Statement, to be
filed pursuant to Regulation 14A.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the table appearing in the first subsection
of the section entitled "Election of Trustees" and the section entitled "Voting
Securities, Principal Holders Thereof and Holdings by Certain Executive
Officers" contained in the Company's Annual Meeting Proxy Statement, to be
filed pursuant to Regulation 14A.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the section entitled "Certain Transactions"
contained in the Company's Annual Meeting Proxy Statement, to be filed pursuant
to Regulation 14A.
- 32 -
<PAGE> 33
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
No financial statements have been filed as a part of this report
other than those incorporated by reference in Item 8.
<TABLE>
<CAPTION>
2. Financial Statement Schedules Page(s)
-------
<S> <C>
Report of Independent Accountants on Financial Statement Schedules . . . . . . . 23
II. Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . 24
III. Real Estate and Accumulated Depreciation . . . . . . . . . . . . . 25-28
IV. Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . 29-31
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable or have been
disclosed in the notes to consolidated financial statements, and therefore,
have been omitted.
3. Exhibits
Exhibits required as part of this report are listed in the index
appearing on Pages 36 through 40.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
<TABLE>
<S> <C> <C>
1988 Stock Option Plan - Form 10-K for fiscal year ended December 31, 1988, Exhibit
10.13
1992 Equity Incentive Plan - Registration Statement No. 33-48695, Exhibit 4.3
Trustee Retirement Plan - Filed herewith
Employment Agreement with - Form 10-Q for fiscal quarter ended March 31, 1993, Exhibit
Abraham D. Gosman 10.1
</TABLE>
(b) The Company did not file any reports on Form 8-K during the quarter
ended December 31, 1995.
- 33 -
<PAGE> 34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By:/s/ Lisa P. McAlister
---------------------------
Chief Financial Officer and Treasurer
(and Principal Financial and Accounting
Officer)
Dated: February 29, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Abraham D. Gosman Chairman, Chief Executive February 29, 1996
- --------------------------------
Abraham D. Gosman Officer and Trustee
/s/ David F. Benson President and February 29, 1996
- --------------------------------
David F. Benson Trustee
/s/ Edward W. Brooke Trustee February 29, 1996
- --------------------------------
Edward W. Brooke
/s/ Robert Cataldo Trustee February 29, 1996
- --------------------------------
Robert Cataldo
/s/ Philip L. Lowe Trustee February 29, 1996
- --------------------------------
Philip L. Lowe
/s/ Thomas J. Magovern Trustee February 29, 1996
- --------------------------------
Thomas J. Magovern
/s/ Gerald Tsai, Jr Trustee February 29, 1996
- --------------------------------
Gerald Tsai, Jr.
/s/ Frederick W. Zuckerman Trustee February 29, 1996
- --------------------------------
Frederick W. Zuckerman
</TABLE>
- 34 -
<PAGE> 35
The Declaration of Trust establishing Meditrust dated August 6, 1985
(the "Declaration"), a copy of which is duly filed in the office of the
Secretary of State of the Commonwealth of Massachusetts, provides that the name
"Meditrust" refers to the Trustees under the Declaration collectively as
Trustees, but not individually or personally; and that no Trustee, officer,
shareholder, employee or agent of the Company shall be held to any personal
liability, jointly or severally, for any obligation of, or claim against, the
Company. All persons dealing with the Company, in any way, shall look only to
the assets of the Company for the payment of any sum or the performance of any
obligation.
- 35 -
<PAGE> 36
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
------- ----- ----------------
<S> <C> <C>
3.1 Restated Declaration of Trust, as
amended ................................ Incorporated by reference to Exhibit 3.1 to the Current
Report on Form 8-K filed October 19, 1994
3.2 By-Laws, as amended .................... Incorporated by reference to Exhibit 3.2 to Form 10-K
for the fiscal year ended December 31, 1992
4.1 1988 Stock Option Plan, as amended ..... Incorporated by reference to Exhibit 10.13 to Form 10-K
for the fiscal year ended December 31, 1988
4.2 1992 Equity Incentive Plan ............. Incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-8 (File No. 33-48695)
4.3 Trustee Retirement Plan ................ Filed herewith
4.4 Form of Indenture dated February 4,
1993 between The Company and Fleet
National Bank, as trustee .............. Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (File No. 33-55386)
4.5 Form of 7% Convertible Debenture due
1998 ................................... Incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 (File No. 33-55386)
4.6 Form of Fiscal Agency Agreement dated
February 4, 1993 between the Company
and Fleet National Bank as fiscal
agent .................................. Incorporated by reference to Exhibit 4.5 to Form 10-K
for the fiscal year ended December 31, 1993
4.7 Form of 7% Convertible Debenture due
1998 ................................... Incorporated by reference to Exhibit 4.6 to Form 10-K
for the fiscal year ended December 31, 1993
4.8 Form of Fiscal Agency Agreement dated
November 15, 1993 between the Company
and Fleet National Bank as fiscal
agent .................................. Incorporated by reference to Exhibit 4.7 to Form 10-K
for the fiscal year ended December 31, 1993
</TABLE>
- 36 -
<PAGE> 37
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
------- ----- ----------------
<S> <C> <C>
4.9 Form of 6 7/8% Convertible Debenture
due 1998 ............................... Incorporated by reference to Exhibit 4.8 to Form 10-K
for the fiscal year ended December 31, 1993
4.10 Form of Indenture dated April 23, 1992
between The Company and Fleet National
Bank, as trustee.. ..................... Incorporated by reference to Exhibit 4 to the
Registration Statement on Form S-3 (File No. 33-45979
4.11 Form of 9% Convertible Debenture due
2002 ................................... Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-3 (File No. 33-45979)
4.12 Form of Indenture dated March 9, 1994
between the Company and Shawmut Bank
as Trustee ............................. Incorporated by reference to Exhibit 4 to the
Registration Statement on Form S-3 (File No. 33-50835)
4.13 Form of 7 1/2% Convertible Debenture
due 2001 ............................... Incorporated by reference to Exhibit 4 to the
Registration Statement on Form S-3 (File No. 33-50835)
4.14 Form of Second Supplemental Indenture
dated as of July 28, 1995 between the
Company and Fleet National Bank, as
trustee ................................ Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 27, 1995
4.15 Form of 8.54% Convertible Senior Note
due July 1, 2000 ....................... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 27, 1995
4.16 Form of 8.56% Convertible Senior Note
due July 1, 2002 ....................... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 27, 1995
</TABLE>
- 37 -
<PAGE> 38
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
------- ----- ----------------
<S> <C> <C>
4.17 Form of Distribution Agreement dated
August 10, 1995 between the Company,
Goldman, Sachs & Co. and other
underwriters relating to $200,000,000
of Medium-term Notes .................... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated August 8,
1995
4.18 Form of Third Supplemental Indenture
dated as of August 10, 1995 between
the Company and Fleet National Bank ..... Incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K dated August 8,
1995
4.19 Form of Fixed Rate Senior Medium-term
Note .................................... Incorporated by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K dated August 8,
1995
4.20 Form of Floating Rate Medium-term
Note .................................... Incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K dated August 8,
1995
4.21 Form of First Supplemental Indenture
dated as of July 26, 1995 between the
Company and Fleet National Bank ......... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 13, 1995
4.22 Form of 7.375% Note due July 15, 2000 ... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 13, 1995
4.23 Form of 7.60% Note due July 15, 2001 .... Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 13, 1995
</TABLE>
- 38 -
<PAGE> 39
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
- ------- ----- ----------------
<S> <C> <C>
10.1 Note Agreement relating to first
mortgage notes due December 1, 1997 .... Incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-11 (File No. 33-20557)
10.2 Amended and Restated Lease Agreement
between Mediplex of Queens, Inc. and
QPH, Inc. dated December 30, 1986 ...... Incorporated by reference to Exhibit 2.2 to the Form 8-K
dated January 13, 1987
10.3 Form of Lease for Carmel, New York and
Scotia, New York facilities ............ Incorporated by reference to Exhibit 10.5 to the
Registration Statement on Form S-11 (File No. 33-7483)
10.10 Amended and Restated Revolving Credit
Agreement dated as of July 21, 1995
between the Company and Via Banque ...... Incorporated by reference to Exhibit 10.2 to Form
10-Q for the fiscal quarter ended September 30, 1995.
10.12 Amended and Restated Revolving Credit
Agreement dated July 21, 1995 among
the Company, various financial
institutions and Fleet Bank, National
Association and First Union National
Bank of North Carolina, as Agents ....... Incorporated by reference to Exhibit 10.1 to Form
10-Q dated October 20, 1995
11 Statement Regarding Computation of Per
Share Earnings .......................... Filed herewith
21 Subsidiaries of the Registrant .......... Filed herewith
</TABLE>
- 39 -
<PAGE> 40
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
- ------- ----- ----------------
<S> <C> <C>
23 Consent of Coopers & Lybrand L.L.P. ..... Filed herewith
</TABLE>
- 40 -
<PAGE> 1
EXHIBIT 4.3
MEDITRUST
TRUSTEE RETIREMENT PLAN
Meditrust
197 First Avenue
Needham, Massachusetts 02194
<PAGE> 2
MEDITRUST
TRUSTEE RETIREMENT PLAN
Effective: January 22, 1995
1. PURPOSES. The purposes of the Meditrust Trustee Retirement Plan (the
"Plan") are to further the growth and development of Meditrust (the "Company")
by providing certain retirement benefits to those members of the Company's Board
of Trustees (the "Board") who have provided substantial services to the Company
and thereby to attract talented individuals to serve on the Board and provide an
additional incentive to continued participation on the Board.
2. Administration.
--------------
(a) ADMINISTRATOR. The Plan shall be administered by the Board's
Personnel and Compensation Committee (the "Committee"). The Committee shall
have full authority to interpret the Plan, to adopt, amend and rescind rules and
regulations for the administration of the Plan and to decide all disputes
arising in connection with the Plan. Notwithstanding such delegation, the Board
of Trustees may take any action regarding the Plan.
(b) PROCEDURE. With respect to the Plan, the Committee shall act by a
majority (but not less than two) of its members; provided, always, that no
member of the Committee shall vote or decide upon any matter relating to himself
as a member, but all such matters shall be voted or decided by the other members
of the Committee and the vote, decision or determination of such other members,
shall be final, binding and conclusive upon such interested member of the
Committee. A formal meeting of the Committee need not be called or held for the
purpose of making any decision, but decisions may be made and evidenced by a
written document signed by a majority of the Committee.
3. PARTICIPANTS. Trustees of the Company at any time after the date
hereof, who are not employees of the Company immediately prior to their
retirement from the Board who have served on the Board for a minimum of five
years and have retired from service on the Board (collectively, the
"Participants" and individually, a "Participant") shall be eligible to receive
benefits under the Plan as provided hereinafter.
4. RETIREMENT BENEFITS. A Participant's entitlement to retirement benefits
shall commence on the later to occur of (a) the first anniversary of the date of
retirement of such Participant from the Board and (b) the 65th birthday of such
Participant (or such earlier birthday as may be determined by the Committee);
provided, however, that a Participant's entitlement to the retirement benefits
shall commence immediately upon a Participant's retirement (i) as a result of
medical disability or (ii) following a recommendation by the Nominating
Committee that such Participant not be nominated for re-election, or (iii)
following his failure to be reelected as a Trustee after having been nominated
for reelection by the Nominating Committee (the "Commencement Date").
<PAGE> 3
The retirement benefits shall be paid for a number of years equal to the
number of years that such Participant served on the Board. Payments shall be
made in annual installments payable during the second fiscal quarter
following the Commencement Date in shares of beneficial interest of the Company
("Shares") having a fair market value at the close of business on the first
business day of the quarter in which it is paid equal to (a) the amount of the
basic Trustee fees (excluding fees for attendance at Board and committee
meetings, bonuses, incentive compensation, commissions, special project
compensation and any other form of additional compensation) paid or payable by
the Company to such Participant for such Participant's last full calendar year
of service on the Board, plus (b) the amount which would have been payable by
the Company to such Participant for attendance at six Board meetings during such
year.
For purposes of payments to Participants under the Plan, the "fair market
value" of a Share shall be (i) the closing price of Shares on the New York Stock
Exchange, or (ii) if the Shares are not listed on such exchange, the closing
price on any other national exchange on which the Shares are listed or on
NASDAQ, or (iii) if the Shares are not listed on any national exchange or
NASDAQ, then as determined by the Committee in good faith.
5. DEATH OF A PARTICIPANT. With respect to Participants serving on the
Board on the effective date of the Plan, benefits shall be payable under the
Plan after the death of any such Participant to the Participant's estate or to
such other beneficiary as shall have been designated by the Participant in
writing. With respect to all other Participants, all benefits under the Plan
shall terminate as of the death of any such Participant and no benefits shall be
payable thereafter.
6. REMOVAL FROM BOARD. In the event a Participant is removed from the
Board, with or without cause, such Participant shall not be entitled to any
benefits under the Plan, except as the Committee may determine in its sole
discretion.
7. Amendment and Termination.
-------------------------
(a) AMENDMENT. The Company shall have the right, at any time and from
time to time, to modify or amend the Plan or any of its provisions, each such
modification or amendment to be by instrument in writing executed by the
Company, provided that no benefits then accrued hereunder to any Participant
shall be reduced or impaired without his consent.
(b) TERMINATION. Although the Company expects to continue the Plan
indefinitely, it expressly reserves the right to terminate it in whole or in
part at any time by instrument in writing, such termination to be effective on
the date specified in such instrument, provided that no benefits then accrued
hereunder to any Participant shall be reduced or impaired without his consent.
-2-
<PAGE> 4
8. Miscellaneous Provisions.
------------------------
(a) NON-ALIENABILITY OF BENEFITS. No right or claim to any of the
benefits hereunder shall be assignable by any Participant, nor shall such rights
or claims be subject to garnishment, attachment, execution or levy of any kind;
and any attempt so to assign, transfer, pledge, encumber, commute or anticipate
the same shall be void.
(b) RIGHTS OF PARTICIPANTS AND OTHERS. Nothing contained herein shall
be deemed to give any Participant the right to be retained on the Board, or
confer upon or create in any Participant or other person any right of any name
or nature, legal or equitable, except such as are expressly set forth herein.
Neither anything contained herein nor any action taken by the Company hereunder
shall in any way prevent it from removing at any time any Trustee present or
future from the Board, or subject it to any liability for such removal. Nor
shall it be deemed to give the Company the right to require the Participant to
remain in its service, or interfere with the Participant's right to terminate
his service at any time.
(c) RELEASE BY PARTICIPANTS, ETC. Any payment to a Participant or to
any person entitled to a benefit under the Plan, made in accordance with the
provisions of the Plan, shall to the extent thereof be in full satisfaction of
any and all claims against the Company and the Committee. Such Participant or
person may be required, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as may be determined by the Company or
the Committee, as the case may be.
(d) GOVERNING LAW. To the extent permitted by federal law, the Plan
shall be construed and the rights and liabilities of all persons hereunder
determined in accordance with the laws of the Commonwealth of Massachusetts.
-3-
<PAGE> 1
MEDITRUST EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------
Primary 1995 1994 1993
======= ----- ----- -----
<S> <C> <C> <C>
Weighted average shares 47,563 35,314 31,310
Dilutive effect of:
Stock options 136 88 119
Warrants 21 62
-------- ------- -------
Weighted average number of shares and
equivalent shares outstanding 47,699 35,423 31,491
======== ======= =======
Net income before extraordinary item $119,972 $80,460 $63,636
Extraordinary item 33,454
-------- ------- -------
Net income (loss) $ 86,518 $80,460 $63,636
======== ======= =======
Per Share amounts:
Net income per share (A) $ 2.52 $ 2.27 $ 2.02
Extraordinary item: Loss on prepayment of debt 0.70
-------- ------- -------
Net income (loss) $ 1.82 $ 2.27 $ 2.02
======== ======= =======
<FN>
(A) This calculation is submitted in accordance with Regulation S-K item 601
(b) (11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
<TABLE>
<CAPTION>
Fully Diluted
=============
<S> <C> <C> <C>
Weighted average number of shares used
in primary calculation 47,563 35,423 31,491
Assumed conversion of convertible debentures 7,574 7,060 5,246
Dilutive effect of:
Stock options 209
-------- ------- -------
Fully diluted weighted average shares
and equivalent shares outstanding 55,346 42,483 36,737
======== ======= =======
Net income before extraordinary item $119,972 $80,460 $63,636
Interest and debt amortization on
assumed conversion of debentures 20,710 18,632 12,352
-------- ------- -------
Adjusted net income before extraordinary item 140,682 99,092 75,988
Extraordinary item 33,454
-------- ------- -------
Net income (loss) $107,228 $99,092 $75,988
======== ======= =======
Per Share amounts:
Net income per share (B) $ 2.54 $ 2.33 $ 2.07
Extraordinary item: Loss on prepayment of debt 0.60
-------- ------- -------
Net income (loss) $ 1.94 $ 2.33 $ 2.07
======== ======= =======
<FN>
(B) This calculation is submitted in accordance with Regulation S-K item
601(b) (11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an anti-dilutive result.
</TABLE>
- 41 -
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
MEDITRUST SUBSIDIARY CORPORATIONS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
State of
Name Incorporation
- ---- -------------
<S> <C>
Meditrust Acquisition Corporation Massachusetts
Meditrust of Alabama, Inc. Alabama
Meditrust at Alpine, Inc. Pennsylvania
Meditrust of Arizona, Inc. Delaware
Meditrust of Arkansas, Inc. Arkansas
Meditrust of Arlington, Texas, Inc. Massachusetts
Meditrust of Bakersfield, California, Inc. Delaware
Meditrust of Baton Rouge, Inc. Louisiana
Meditrust of Benton, Inc. Delaware
Meditrust of California, Inc. Delaware
Meditrust of College Station, Inc. Delaware
Meditrust of Colorado, Inc. Delaware
Meditrust of Connecticut, Inc. Delaware
Meditrust Depository Corporation Delaware
Meditrust Finance Corporation Delaware
Meditrust Financial Services Corporation Delaware
Meditrust of Florida, Inc. New York
Meditrust of Bedford, Inc. Delaware
Meditrust of Houston, Inc. Massachusetts
Meditrust of Illinois, Inc. Illinois
Meditrust of Kansas, Inc. Kansas
Meditrust of Kentucky, Inc. Delaware
Meditrust of Los Angeles, Inc. Delaware
Meditrust of Louisiana, Inc. Louisiana
Meditrust of Lynn, Inc. Delaware
Meditrust Management Corp. Delaware
Meditrust of Maryland, Inc. Delaware
Meditrust of Massachusetts, Inc. Delaware
</TABLE>
- 42 -
<PAGE> 2
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
MEDITRUST SUBSIDIARY CORPORATIONS (CONTINUED)
AS OF DECEMBER 31, 1995`
<TABLE>
<CAPTION>
State of
Name Incorporation
- ---- -------------
<S> <C>
Meditrust at Mountainview, Inc. Pennsylvania
Meditrust of Michigan, Inc. Delaware
Meditrust of Missouri, Inc. Delaware
Meditrust Mortgage Investments, Inc. Delaware
Meditrust of New Bedford, Inc. Delaware
Meditrust of New Hampshire, Inc. Delaware
Meditrust of New Jersey, Inc. Delaware
Meditrust of New York, Inc. Delaware
Meditrust of Ohio, Inc. Delaware
Meditrust Tri-States, Inc. Delaware
New England Finance Corporation Delaware
Pacific Finance Corporation Delaware
Meditrust of San Antonio, Inc. Delaware
Meditrust of Texas, Inc. Delaware
Meditrust of Washington, Inc. Delaware
Meditrust of West Virginia, Inc. Delaware
Meditrust of Wyoming, Inc. Delaware
</TABLE>
- 43 -
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We 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 and
33-59215) of our reports dated January 29, 1996 on our audits of the
consolidated financial statements and financial statement schedules of
Meditrust as of December 31, 1995 and 1994 and for the years ended December 31,
1995, 1994 and 1993, which reports are included or incorporated by reference in
this Annual Report on Form 10-K. Our report on the 1995 consolidated financial
statements of Meditrust appears in Meditrust's Current Report on Form 8-K,
dated January 29, 1996.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 29, 1996
- 44 -
