HEALTHCARE REALTY TRUST INC
10-Q, 1998-05-12
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________

                                    FORM 10-Q

             (Mark One)
              X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              -- 
                                       
                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 1998

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                      
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission File Number: 1-11852
                            ________________________

                      HEALTHCARE REALTY TRUST INCORPORATED
             (Exact name of Registrant as specified in its charter)

                      Maryland                        62 - 1507028
          (State or other jurisdiction of           (I.R.S. Employer
           incorporation or organization)          Identification No.)

                              3310 West End Avenue
                                    Suite 700
                           Nashville, Tennessee 37203
                    (Address of principal executive offices)

                                 (615) 269-8175
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the  Registrant (1) has filed all reports 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 Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                 Yes X   No
                                    ---    ----

     As of May 1, 1998, 20,671,709 shares of the Registrant's Common Stock, $.01
par value, were outstanding.


<PAGE>

                             HEALTHCARE REALTY TRUST
                                  INCORPORATED

                                    FORM 10-Q

                                 March 31, 1998

                                TABLE OF CONTENTS


Part I - Financial Information

    Item 1. Financial Statements                                          Page
            Condensed Consolidated Balance Sheets                            1
            Condensed Consolidated Statements of Income                      2
            Condensed Consolidated Statements of Cash Flows                  3
            Notes to Condensed Consolidated Financial Statements             4

    Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                       11

Part II - Other Information

    Item 6. Reports on Form 8-K                                             15

Signature                                                                   16
<PAGE>
<TABLE>
<CAPTION>
Item 1.
                                    Healthcare Realty Trust Incorporated
                                   Condensed Consolidated Balance Sheets
                                           (Dollars in thousands)

                                                                              (Unaudited)          (1)
ASSETS                                                                      March 31, 1998     Dec. 31, 1997
                                                                            --------------     -------------
<S>                                                                         <C>                <C>    

Real estate properties:
      Land                                                                          $62,046          $58,424
      Buildings and improvements                                                    438,347          423,618
      Personal property                                                               4,827            4,492
      Construction in progress                                                        7,278           19,165
                                                                                      -----           ------         
                                                                                    512,498          505,699
      Less accumulated depreciation                                                 (38,022)         (34,718)
                                                                                    -------          ------- 
           Total real estate properties, net                                        474,476          470,981

Cash and cash equivalents                                                            13,021            5,325

Other assets, net                                                                    20,439           12,208
                                                                                     ------           ------    

Total assets                                                                       $507,936         $488,514
                                                                                   ========         ========                  

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
      Notes and bonds payable                                                       $90,000         $101,300

      Accounts payable and accrued liabilities                                        5,412            6,879

      Other liabilities                                                               3,436            3,863

      Commitments and contingencies                                                       0                0
                                                                                          -                -     
Total liabilities                                                                    98,848          112,042
                                                                                     ------          -------   

Stockholders' equity:
      Preferred stock, $.01 par value; 50,000,000 shares
           authorized; none outstanding                                                   0                0
      Common stock, $.01 par value; 150,000,000 shares authorized; 20,671,709
           issued and outstanding at Mar. 31, 1998 and 19,285,927 at 
           Dec. 31, 1997                                                                207              193

      Additional paid-in capital                                                    440,345          402,607

      Deferred compensation                                                         (11,521)          (7,689)

      Cumulative net income                                                          97,473           88,867

      Cumulative dividends                                                         (117,416)        (107,506)
                                                                                   --------         --------                        
Total stockholders' equity                                                          409,088          376,472
                                                                                    -------          -------                        

Total liabilities and stockholders' equity                                         $507,936         $488,514
                                                                                   ========         ========
</TABLE>

     (1) The  balance  sheet at Dec.  31,  1997 has been  derived  from  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

     (The  accompanying  notes,  together  with the  Notes  to the  Consolidated
Financial  Statements,  included in the Company's Annual Report on Form 10-K for
the year ended  December  31,  1997,  are an  integral  part of these  financial
statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                      Healthcare Realty Trust Incorporated
                   Condensed Consolidated Statements of Income
               For the Three Months Ended March 31, 1998 and 1997
                                   (Unaudited)
                  (Dollars in thousands, except per share data)



                                                             1998            1997
                                                             ----            ----
<S>                                                    <C>              <C>
                                                 
REVENUES:
      Master lease rental income                           $9,755          $10,010
      Property operating income                             6,820            2,176
      Management fees                                         458              304
      Interest and other income                               300              352
                                                              ---              ---                                                  
                                                           17,333           12,842
                                                           ------           ------  
EXPENSES:
      General and administrative                            1,325              713
      Property operating expenses                           2,394              607
      Interest                                              1,783            2,385
      Depreciation                                          3,142            2,702
      Amortization                                             83               97
                                                               --               --                                                  
                                                            8,727            6,504
                                                            -----            -----  
                                                
NET INCOME                                                 $8,606           $6,338                                                  
                                                           ======           ======                                                  

NET INCOME PER SHARE - BASIC                                $0.44            $0.39                                                  
                                                            =====            =====                                                  

NET INCOME PER SHARE - DILUTED                              $0.43            $0.38
                                                            =====            =====  

SHARES OUTSTANDING - BASIC                             19,344,067       16,214,654
                                                       ==========       ==========                                                  

SHARES OUTSTANDING - DILUTED                           19,821,162       16,596,862
                                                       ==========       ==========
</TABLE>


(The  accompanying  notes,  together  with the  Notes  to the  Consolidated
Financial  Statements,  included in the Company's Annual Report on Form 10-K for
the year ended  December  31,  1997,  are an  integral  part of these  financial
statements.
              

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                    Healthcare Realty Trust Incorporated
                              Condensed Consolidated Statements of Cash Flows
                             For the Three Months Ended March 31, 1998 and 1997
                                                (Unaudited)
                                           (Dollars in thousands)



                                                                                 1998             1997
                                                                                 ----             ----
<S>                                                                           <C>              <C>  
                                                                            
Cash flows from operating activities:
      Net income                                                               $8,606           $6,338
           Adjustments to reconcile net income to cash provided by 
           operating activities:
                Depreciation and amortization                                   3,303            2,868
                Deferred compensation                                             312              166
                Decrease in other liabilities                                    (428)             (88)
                Increase in other assets                                         (896)            (394)
                Decrease in accounts payable and accrued liabilities           (1,466)          (2,100)
                                                                               ------           ------               
           Net cash provided by operating activities                            9,431            6,790
                                                                                -----            -----                         

Cash flows from investing activities:
      Acquisition of real estate properties                                   (14,089)          (9,790)
                                                                              -------           ------                   

Cash flows from financing activities:
      Borrowings on long-term notes payable                                     8,500                0
      Repayments on long-term notes payable                                   (19,800)         (78,618)
      Deferred financing and organization costs paid                                0              (23)
      Dividends paid                                                           (9,910)          (6,869)
      Proceeds from issuance of common stock                                   33,564          132,978
                                                                               ------          -------                            
           Net cash provided by financing activities                           12,354           47,468
                                                                               ------           ------         

Increase in cash and cash equivalents                                           7,696           44,468
Cash and cash equivalents, beginning of period                                  5,325            1,354
                                                                                -----            -----                        
Cash and cash equivalents, end of period                                      $13,021          $45,822
                                                                              =======          =======
</TABLE>

(The  accompanying  notes,  together  with the  Notes  to the  Consolidated
Financial  Statements,  included in the Company's Annual Report on Form 10-K for
the year ended  December  31,  1997,  are an  integral  part of these  financial
statements.

                                       3
<PAGE>
                             Healthcare Realty Trust
                                  Incorporated

              Notes to Condensed Consolidated Financial Statements

                                 March 31, 1998

                                   (Unaudited)





Note 1.  Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
Healthcare  Realty Trust  Incorporated  (the "Company")  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements  which are included in the  Company's  Annual Report on Form 10-K for
the year ended December 31, 1997. In the opinion of management,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  These financial  statements should be read in
conjunction  with the  financial  statements  included in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1997.

     The results of operations for the three-month  period ending March 31, 1998
are not necessarily  indicative of the results that may be expected for the year
ending December 31, 1998.

 
Note 2.  Organization

     The Company invests in healthcare-related properties located throughout the
United  States.  The Company  provides  management,  leasing  and  build-to-suit
development,  and capital for the  construction of new facilities as well as for
the  acquisition of existing  properties.  As of March 31, 1998, the Company had
invested or committed to invest in 91 properties (the  "Properties")  located in
44 markets in 14 states, which are supported by 19 healthcare-related  entities.
The Properties include:

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                               Number of       (in thousands)
                                                              Properties         Investment
                                                              ----------         ----------
<S>                                                           <C>              <C> 

            Ancillary hospital facilities                            42            $281,548
            Medical office buildings                                  5              15,804
            Physician clinics                                        17              46,718
            Long-term care facilities                                18             102,523
            Comprehensive ambulatory care centers                     4              41,908
            Clinical laboratories                                     2              13,075
            Ambulatory surgery centers                                3               6,886
            Corporate and third party developments                    0               4,036
                                                                      -               -----
                                                                     91            $512,498
                                                                     ==            ========
</TABLE>

Note 3.  Funds From Operations

     Funds from operations  ("FFO"),  as defined by the National  Association of
Real Estate  Investment  Trusts,  Inc.  ("NAREIT")  1995 White Paper,  means net
income (computed in accordance with generally accepted  accounting  principles),
excluding gains (or losses) from debt restructuring and sales of property,  plus
depreciation from real estate assets.

     The Company  considers FFO to be an informative  measure of the performance
of an equity  REIT and  consistent  with  measures  used by analysts to evaluate
equity REITs. FFO does not represent cash generated from operating activities in
accordance with generally  accepted  accounting  principles,  is not necessarily
indicative of cash available to fund cash needs, and should not be considered as
an  alternative  to  net  income  as an  indicator  of the  Company's  operating
performance or as an alternative to cash flow as a measure of liquidity. FFO for
the three months ended March 31, 1998 and 1997, was $11.6 million,  or $0.60 per
basic share ($0.59 per diluted share) and $9.1 million, or $0.56 per basic share
($0.55 per diluted share), respectively.

     NAREIT encourages REITs to make reporting changes  consistent with the 1995
NAREIT White Paper on FFO no later than fiscal year 1996.  Beginning  with first
quarter 1996 operations,  the Company's policy has been to report FFO calculated
on the NAREIT 1995 White Paper.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                Funds from Operations

                                                    (Dollars in thousands, except per share data)

                                                             Three Months Ended March 31,
                                                             ----------------------------
                                                                    1998             1997
                                                                    ----             ----
<S>                                                           <C>               <C> 

    Net Income (1)                                                 $8,606           $6,339

         Non-recurring items (2)                                        0              112

         Gain or loss on dispositions                                   0                0

         Straight line rents                                            0                0

    ADD:

         Depreciation
           Real estate                                              2,998            2,605
           Office F,F&E                                                 0                0
           Leasehold improvements                                       0                0
           Other non-revenue producing assets                           0                0
                                                                        -                -
                                                                    2,998            2,605
                                                                    -----            -----
         Amortization
           Acquired property contracts                                  0                0
           Other non-revenue producing assets                           0                0
           Organization costs                                           0                0
                                                                        -                -
                                                                        0                0
                                                                        -                -

         Deferred financing costs                                       0                0
                                                                        -                -

         Total Adjustments                                          2,998            2,717
                                                                    -----            -----

    Funds From Operations                                     $    11,604      $     9,056
                                                              ===========      ===========

    Shares Outstanding - Basic                                 19,344,067       16,214,654
                                                               ==========       ==========

    Shares Outstanding - Diluted                               19,821,162       16,596,862
                                                               ==========       ==========

    Funds From Operations Per Share - Basic                   $      0.60      $      0.56
                                                              ===========      ===========

    Funds From Operations Per Share - Diluted                 $      0.59      $      0.55
                                                              ===========      ===========
</TABLE>


     (1) Net income  includes  $311,718  in 1998 and  $166,359  in 1997 of stock
based, long-term incentive compensation expense. This expense never requires the
disbursement of cash.
     (2) Represents a loss from a debt restructuring.  

                                       6
<PAGE>
Note 4.  Notes and Bonds Payable

     Notes and Bonds  payable at March 31, 1998  consisted  of $90.0  million of
unsecured notes.

Unsecured Notes

     On  September  18, 1995,  the Company  privately  placed  $90.0  million of
unsecured notes (the "Unsecured  Notes") with sixteen credit  institutions.  The
Unsecured  Notes bear interest at 7.41%,  payable  semi-annually,  and mature on
September  1, 2002.  Beginning  on  September  1, 1998 and on each  September  1
through  2002,  the Company  must repay  $18.0  million of  principal.  The note
agreements  pursuant to which the Unsecured Notes were purchased contain certain
representations,  warranties and financial and other covenants customary in such
loan agreements.


Unsecured Credit Facility

     On December 26, 1996, the Company's $75.0 million unsecured credit facility
(the "Unsecured  Credit  Facility") with four commercial  banks was increased to
$100.0  million and extended to December 30, 1999. At the option of the Company,
borrowings bear interest at one of the banks' base rate or LIBOR plus 1.125%. In
addition,  the  Company  pays a  commitment  fee of .225 of 1% per  annum on the
unused  portion of funds  available for  borrowings  under the Unsecured  Credit
Facility.  The  Unsecured  Credit  Facility  contains  certain  representations,
warranties and financial and other covenants  customary in such loan agreements.
At March 31,  1998,  the Company had the maximum  available  borrowing  capacity
under the Unsecured Credit Facility.


Serial and Term Bonds Payable

     In  conjunction  with the  acquisition of certain  facilities,  the Company
assumed  serial and term bonds  payable,  totaling  $7.2  million.  These  bonds
payable were repaid or defeased  during 1996 and 1997.  The Company placed funds
in an irrevocable trust to defease $2.9 million of serial and term bonds,  which
paid interest  semi-annually  at interest  rates ranging from 6.9% to 8.1%.  The
resulting loss from the defeasance was not material.

Other Long-Term Debt Information

     During  the first  quarter  of 1998 the  Company  repaid  $11.3  million of
indebtedness from proceeds of a unit investment trust offering (see Note 8).

     During the first  quarter of 1997,  the  Company  repaid  $78.6  million of
indebtedness from proceeds of a secondary offering.

                                       7
<PAGE>
Note 5. Acquisitions of Real Estate

     During the  quarter  ended  March 31,  1998,  the  Company  purchased  four
physician  clinics in Tennessee  with an  aggregate of 68,764  square feet for a
total of approximately $7.4 million.


Note 6.  Deferred Compensation

     Effective January 27, 1998, 141,668  restricted shares,  bringing the total
to 425,000,  of the Company's common stock previously  reserved were released to
certain   officers  of  the  Company  upon  the  achievement  of  the  Company's
performance   based  criteria  in  accordance   with  the  terms  of  the  First
Implementation  of the Company's  1993 Employees  Stock  Incentive  Plan.  These
restricted shares require continued employment,  generally for 12 years from the
date of release, prior to vesting.


Note 7.  Commitments

     As of March 31, 1998,  the Company had a net  investment  of  approximately
$14.5 million in two build-to-suit developments in progress and one expansion of
an  existing  facility,  which  have a total  remaining  funding  commitment  of
approximately  $16.3  million.  The Company also had a contingent  commitment to
fund approximately $6.8 million in an existing facility.

                                       8
<PAGE>
Note 8.  Stockholders' Equity

     In February 1998, the Company  participated  in two unit  investment  trust
offerings  and sold an aggregate of 1,224,026  shares of its common  stock.  The
Company  received  an  aggregate  of $33.3  million in net  proceeds  from these
transactions.  The proceeds were used to fully repay the outstanding  borrowings
under the Unsecured Credit Facility,  acquisitions,  development and for general
corporate purposes.


Note 9.  Net Income Per Share

     The table below sets forth the  computation  of basic and diluted  earnings
per share as required by FASB Statement No. 128 for the three months ended March
31, 1998 and 1997.

<TABLE>
<CAPTION>



                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                       1998              1997
                                                                       ----              ----
<S>                                                                 <C>              <C>

    Basic EPS
         Average Shares Outstanding                                  19,869,398       16,596,267
              Actual Restricted Stock Shares                           (525,331)        (381,613)
                                                                       --------         -------- 

         Denominator                                                 19,344,067       16,214,654
                                                                     ==========       ==========

         Numerator                                                  $ 8,605,872      $ 6,338,354
                                                                    ===========      ===========

         Per Share Amount                                           $      0.44      $      0.39
                                                                    ===========      ===========


    Diluted EPS
         Denominator for Basic EPS                                   19,344,067       16,214,654
              Restricted Shares-Treasury                                402,843          300,468
              Dilution for Employee Stock Purchase Plan                  24,556           33,821
              Dilution for Warrants                                      49,696           47,919
                                                                         ------           ------

         Denominator                                                 19,821,162       16,596,862
                                                                     ==========       ==========

         Numerator                                                  $ 8,605,872      $ 6,338,354
                                                                    ===========      ===========

         Per Share Amount                                           $      0.43      $      0.38
                                                                    ===========      ===========
</TABLE>

Note 10.  Changes in Accounting Principles

     In June 1997, the FASB issued Statement No. 130,  "Reporting  Comprehensive
Income," which establishes standards for reporting and displaying  comprehensive
income and its components in a full set of general purpose financial statements.

                                       9
<PAGE>
Statement  130 is  effective  for interim  and annual  periods  beginning  after
December 15, 1997. Comprehensive income encompasses all changes in shareholders'
equity  (except  those arising from  transactions  with owners) and includes net
income,  net unrealized capital gains or losses on available for sale securities
and foreign currency translation  adjustments.  Comprehensive income is the same
as net income for the Company.

     In June  1997,  the FASB  issued  Statement  No.  131,  "Disclosures  about
Segments of an Enterprise and Related  Information," which establishes standards
for  the  way  public  business  enterprises  are to  report  information  about
operating segments in annual financial statements and requires those enterprises
to report selected  information  about operating  segments in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures about products and services,  geographic areas, and major customers.
Statement No. 131 is effective for annual periods  beginning  after December 15,
1997.  Management of the Company is currently  evaluating the  applicability  of
Statement No. 131, which may result in expanded segment disclosures.

     The Emerging Issues Task Force ("EITF") has been considering the accounting
for internal  acquisition  costs for real estate  properties.  In the past,  the
Company  has  capitalized   certain  internal  costs  incurred  in  identifying,
acquiring  and  developing  real  estate  properties  and  has  depreciated  the
capitalized costs over the life of the related  property.  At its March 19, 1998
meeting,  the EITF  reached a  consensus  on Issue No.  97-11,  "Accounting  for
Internal  Costs  Relating to Real Estate  Property  Acquisition,"  that internal
preacquisition costs relating to the purchase of an operating property should be
expensed as  incurred.  At a previous  meeting,  the Task Force  concluded  that
internal  preacquisition costs related to the purchase of nonoperating  property
could  be   capitalized   in   specified   circumstances.   Expensing   internal
preacquisition  costs  related to the  purchase  of  operating  properties  will
accelerate  the  recognition  of  these  costs,  negatively  impacting  reported
earnings and funds from operations of the Company.  The adoption of this EITF is
not expected to be material to the Company's  financial  position or its results
of operations.

                                       10
<PAGE>
                Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations



Operating Results

First Quarter 1998 Compared to First Quarter 1997

     Net income for the quarter ended March 31, 1998  increased to $8.6 million,
or $0.44 per basic share ($0.43 per diluted  share) from $6.3 million,  or $0.39
per basic share  ($0.38 per diluted  share) for the same period in 1997, a 35.8%
increase in net income or 12.8% per basic share (13.2% per diluted share). Total
revenues  for the quarter  ended March 31, 1998 were $17.3  million  compared to
$12.8 million for the quarter ended March 31, 1997, which is an increase of $4.5
million or 35.0%.  The increase is primarily  due to master lease rental  income
and property  operating  income  derived  from  approximately  $62.0  million of
property acquisitions and properties  reclassified from construction in progress
subsequent to March 31, 1997.  While the number of managed  properties rose from
86 properties at March 31, 1997 to 171 properties at March 31, 1998,  management
fees do not increase  proportionately due to the elimination in consolidation of
Company owned managed  properties.  Management  fees increased  $154,000 for the
quarter ending March 31, 1998, compared to the same period in 1997 substantially
due to the addition of third party management contracts in Florida and Virginia.
Interest  and other  income for the quarter  ended  March 31, 1998 was  $300,000
compared  to  $352,000  for the  quarter  ended  March  31,  1997.  The  Company
maintained an average cash balance of  approximately  $10.0  million  during the
quarter ended March 31, 1998. In comparison, the Company completed the secondary
offering and maintained an average cash balance of  approximately  $29.0 million
during the quarter ended March 31, 1997 which resulted in  significantly  higher
interest income. Additionally,  in 1998, the Company earned interest of $117,000
from a mortgage note related to a development project.

     Total  expenses  for the quarter  ended  March 31,  1998 were $8.7  million
compared  to $6.5  million for the quarter  ended  March 31,  1997,  which is an
increase of $2.2 million or 34.2%.  Depreciation  expense increased $440,000 due
to the  acquisition  of additional  properties  and the completion of properties
under  construction,   discussed  in  the  preceding   paragraph.   General  and
administrative  expenses increased $612,000 or 86%, primarily due to an increase
in  non-reimbursed   employees   associated  with  the  increase  in  management
contracts.  Interest expense decreased $602,000 for the quarters ended March 31,
1998 and 1997.  During the  quarter  ended  March 31,  1998,  the Company had an
average  outstanding  debt  balance  of  approximately  $5.7  million  under the
Unsecured Credit Facility compared to $42.0 million in 1997. Additionally, there
was approximately  $2.3 million less in construction in progress  throughout the
quarter

                                       11
<PAGE>
during 1998  compared to 1997 which  resulted  in less  capitalized  interest in
1998. There was no significant variation in amortization expense.


Liquidity and Capital Resources

     As of March 31, 1998, the Company had invested,  or committed to invest in,
91 properties (the  "Properties") for an aggregate  investment of $512.5 million
located in 44 markets in 14 states, which are supported by 19 healthcare-related
entities.  The Company has financed its acquisitions to date through the sale or
exchange of common stock,  long-term  indebtedness,  borrowings under its credit
facilities, and the assumption of bonds.

     In February 1998, the Company  participated  in two unit  investment  trust
offerings  and sold an aggregate of 1,224,026  shares of its common  stock.  The
Company  received  an  aggregate  of $33.3  million in net  proceeds  from these
transactions.  The proceeds were used to fully repay the outstanding  borrowings
under the Unsecured Credit Facility,  acquisitions,  development and for general
corporate purposes.

     The  Unsecured  Notes bear  interest at 7.41%,  payable  semiannually,  and
mature  on  September  1,  2002.  Beginning  on  September  1,  1998 and on each
September 1 through  2002,  the Company  must repay $18.0  million of  principal
under the Unsecured  Notes.  The Company intends to repay the first  installment
due  September 1 from cash  provided by Company  operations,  proceeds  from the
issuance of stock or, if necessary,  from proceeds  borrowed under its Unsecured
Credit Facility.

     At March 31, 1998, the Company had the maximum borrowing capacity available
under the  Unsecured  Credit  Facility.  In  addition,  the  Company had cash of
approximately $13.0 million.

     At March 31, 1998, the Company had stockholders'  equity of $409.1 million.
The debt to total  capitalization  ratio was approximately 0.18 to 1.00 at March
31, 1998.

     During the  quarter  ended  March 31,  1998,  the  Company  purchased  four
physicians  clinics in Tennessee  with an aggregate of 68,764  square feet for a
total of  approximately  $7.4  million.  These  acquisitions  were  financed  by
proceeds borrowed under its Unsecured Credit Facility.

     During the  quarter  ended  March 31,  1998,  the  Company  funded a net of
approximately  $5.4 million for construction in progress and capital  additions.
The sources of these funds were cash provided by Company  operations or proceeds
from the two unit investment trust offerings.

     On February 17, 1998, the Company paid a dividend of $0.51 per share to the
holders of its common  stock as of the close of  business  on  February 4, 1998.
This  dividend  related to the period from October 1, 1997 through  December 31,
1997.

                                       12
<PAGE>
In April 1998, the Company  announced  payment of a dividend of $0.515 per share
to the holders of common shares on May 6, 1998. The dividend will be paid on May
18, 1998.  The dividend  relates to the period January 1, 1998 through March 31,
1998.

     As of March 31, 1998,  the Company had a net investment of $14.5 million in
two  build-to-suit  developments  in progress  and one  expansion of an existing
facility,  which have a total remaining funding  commitment of $16.3 million.The
Company also had a contingent  commitment to fund  approximately $6.8 million in
an existing facility. These commitments will be funded from the sale or exchange
of common stock,  Company  operations or proceeds  borrowed  under the Unsecured
Credit Facility.

     FFO increased to $11.6 million, or $0.60 per basic share ($0.59 per diluted
share) for the quarter ended March 31, 1998  compared to $9.1 million,  or $0.56
per basic share ($0.55 per diluted share) for the same period in 1997.  Although
FFO is not based upon  generally  accepted  accounting  principles,  the Company
considers it to be an informative  measure of the  performance of an equity REIT
and consistent with measures used by analysts to evaluate equity REITs.

     As of March 31, 1998 the Company can issue an  aggregate  of  approximately
$108.0 million of securities  remaining under currently  effective  registration
statements.  The Company  intends to offer  securities  under such  registration
statements from time to time to finance future  acquisitions  and  build-to-suit
developments as they occur. The Company may, under certain circumstances, borrow
additional  amounts  in  connection  with the  renovation  or  expansion  of its
properties,  the  acquisition  or  development  of additional  properties or, as
necessary,  to meet  distribution  requirements  for REITs  under the Code.  The
Company may raise additional  capital or make investments by issuing,  in public
or private  transactions,  its equity and debt securities,  but the availability
and terms of any such issuance will depend upon market and other conditions.

     Under  the  terms of the  leases  and other  financial  support  agreements
relating  to the  properties,  tenants or  healthcare  providers  are  generally
responsible for operating  expenses and taxes relating to the  properties.  As a
result of these  arrangements,  the  Company  does not  believe  that it will be
responsible  for any  material  increase  in  expenses  in  connection  with the
properties   during  the  respective  terms  of  the  agreements.   The  Company
anticipates  entering  into  similar  arrangements  with  respect to  additional
properties  it acquires or  develops.  After the term of the lease or  financial
support  agreement,  or in the event the financial  obligations  required by the
agreement are not met, the Company  anticipates  that any  expenditures it might
become responsible for in maintaining the properties will be funded by cash from
operations and, in the case of major  expenditures,  possibly by borrowings.  To
the  extent  that  unanticipated  expenditures  or  significant  borrowings  are
required,  the Company's  cash available for  distribution  and liquidity may be
adversely affected.

     Management  believes that  inflation  should not have a materially  adverse
effect on the Company.  The majority of the leases  contain some  provision  for
additional rent payments based on increases in various economic measures.

                                       13
<PAGE>
     The Company plans to continue to make  additional  investments in 1998, pay
its quarterly  dividends,  with increases consistent with its current practices,
and meet all other liquidity needs. The Company provides no assurance,  however,
that it will  be  able to  obtain  additional  financing  or  capital  on  terms
acceptable to the Company in sufficient amounts to meet its liquidity needs.

     This  March  31,  1998 Form 10-Q of the  Company  includes  forward-looking
statements  which  reflect the  Company's  current  views with respect to future
events and financial performance.  These forward-looking  statements are subject
to certain risks and  uncertainties  which would cause actual  results to differ
materially from  historical  results or those  anticipated.  For a more detailed
discussion  of these  factors,  see Item 1 of the  Company's  Form  10-K for the
fiscal year ended December 31, 1997.

                                       14
<PAGE>
                           PART II - OTHER INFORMATION


Item 6.  Reports on Form 8-K

(a)      Reports on Form 8-K

         The Company filed the following reports on Form 8-K during the first 
         quarter of 1998.
<TABLE>
<CAPTION>
            Date of Earliest
             Event Reported               Date Filed                     Items Reported
             --------------               ----------                     --------------
<S>         <C>                         <C>                       <C>

            January 30, 1998            February 16, 1998         5.   Other Events
                                                                  7.   Financial Statements and Exhibits

            February 17, 1998           February 17, 1998         5.   Other Events and Information
                                                                  7.   Financial Statements and Exhibits

            February 18, 1998           February 24 ,1998         5.   Other Events
                                                                  7.   Financial Statements and Exhibits

            February 24, 1998           March 2, 1998             5.   Other Events
                                                                  7.   Financial Statements and Exhibits
</TABLE>


                                       15
<PAGE>
                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    HEALTHCARE REALTY TRUST INCORPORATED


                                    By:     /s/ Timothy G. Wallace
                                            ----------------------

                                            Timothy G. Wallace
                                            Executive Vice President, Finance
                                              and Chief Financial Officer

Date:  May 8, 1998

                                       16
<PAGE>

<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<MULTIPLIER>                                       1,000
<CURRENCY>                                         U.S. Dollars
                                                    
<S>                                                <C>
<PERIOD-TYPE>                                      3-Mos
<FISCAL-YEAR-END>                                  Dec-31-1998
<PERIOD-START>                                     Jan-01-1998
<PERIOD-END>                                       Mar-31-1998
<EXCHANGE-RATE>                                    1
<CASH>                                             13,021
<SECURITIES>                                       0
<RECEIVABLES>                                      4,910
<ALLOWANCES>                                       0
<INVENTORY>                                        0
<CURRENT-ASSETS>                                   17,931
<PP&E>                                             512,498
<DEPRECIATION>                                     38,022
<TOTAL-ASSETS>                                     507,936
<CURRENT-LIABILITIES>                              6,238
<BONDS>                                            92,952
                              0
                                        0
<COMMON>                                           207
<OTHER-SE>                                         408,881
<TOTAL-LIABILITY-AND-EQUITY>                       507,936
<SALES>                                            17,033
<TOTAL-REVENUES>                                   17,333
<CGS>                                              6,944
<TOTAL-COSTS>                                      8,727
<OTHER-EXPENSES>                                   0
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                                 1,783
<INCOME-PRETAX>                                    8,606
<INCOME-TAX>                                       0
<INCOME-CONTINUING>                                8,606
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                       8,606
<EPS-PRIMARY>                                      0.44
<EPS-DILUTED>                                      0.43
        

</TABLE>


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