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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(MARK ONE)
( x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ........ to .........
Commission file number 1-9321
UNIVERSAL HEALTH REALTY INCOME TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 23-6858580
------------------------------- -------------------
(State or other jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification No.)
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 265-0688
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
----- -----
Number of shares of common stock outstanding at July 31, 1995 - 8,947,192
Page One of Eleven Pages
2
UNIVERSAL HEALTH REALTY INCOME TRUST
I N D E X
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Statements of Income
Three Months Ended --June 30, 1995 and 1994 . . . . . . . . . . . . . Three
Six Months Ended -- June 30, 1995 and 1994
Condensed Balance Sheets -- June 30, 1995
and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . Four
Condensed Statements of Cash Flows
Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . Five
Notes to Condensed Financial Statements . . . . . . . . . . . . . . . Six & Seven
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition . . Eight, Nine & Ten
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . Eleven
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eleven
Page Two of Eleven Pages
3
PART I. FINANCIAL INFORMATION
UNIVERSAL HEALTH REALTY INCOME TRUST
Condensed Statements of Income
(amounts in thousands, except per share amounts)
(unaudited)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------- ---------------
1995 1994 1995 1994
---- ---- ---- ----
REVENUES (Note 2):
Base rental - UHS facilities $3,317 $3,316 $6,633 $6,633
Base rental - Non-related parties 782 506 1,509 1,011
Bonus rental 771 767 1,428 1,389
Interest 259 231 473 440
----- ----- ------ ------
5,129 4,820 10,043 9,473
----- ----- ------ ------
EXPENSES:
Depreciation & amortization 825 795 1,650 1,682
Interest expense 428 264 843 493
Advisory fees to UHS 237 226 465 450
Other operating expenses 187 86 330 174
Recovery of investment losses - (750) - (1,157)
----- ----- ------ ------
1,677 621 3,288 1,642
----- ----- ------ ------
----- ----- ------ ------
NET INCOME $3,452 $4,199 $6,755 $7,831
====== ====== ====== ======
NET INCOME PER SHARE $0.39 $0.47 $0.76 $0.88
====== ====== ====== ======
Average Shares Outstanding 8,947 8,947 8,947 8,947
====== ====== ====== ======
The accompanying notes are an integral part of these statements.
Page Three of Eleven Pages
4
UNIVERSAL HEALTH REALTY INCOME TRUST
Condensed Balance Sheets
(amounts in thousands)
JUNE 30, DECEMBER 31,
--------- ------------
ASSETS: 1995 1994
- ------- --------- ------------
(unaudited)
REAL ESTATE INVESTMENTS:
Buildings & improvements $119,610 $119,587
Accumulated depreciation (24,263) (22,646)
--------- --------
95,347 96,941
Land 23,482 23,482
Mortgage loans receivable, net 6,442 6,440
Construction loan note receivable, net 2,839 1,143
Reserve for investment losses (343) (490)
--------- --------
NET REAL ESTATE INVESTMENTS 127,767 127,516
OTHER ASSETS:
Cash 2 2
Bonus rent receivable - UHS 674 621
Rent receivable - non-related parties 8 68
Construction and mortgage loan interest receivable 65 3
Deferred charges 611 697
--------- --------
$129,127 $128,907
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Bank borrowings $21,260 $20,320
Deferred purchase price payable-UHS 991 963
Accrued interest 111 117
Accrued expenses & other liabilities 702 698
Tenant reserves, escrows, deposits and prepaid rental 379 364
SHAREHOLDERS' EQUITY:
Preferred shares of beneficial interest,
$.01 per value; 5,000,000 shares authorized;
none outstanding. . . . . . . . . . . . . . . . . . . -- --
Common shares, $.01 par value;
95,000,000 shares authorized; issued
and outstanding: 1995 - 8,947,192
1994 - 8,947,192 . . . . . . . . . . . . . . . . . . 89 89
Capital in excess of par value . . . . . . . . . . . . 128,643 128,643
Cumulative net income . . . . . . . . . . . . . . . . 77,167 70,412
Cumulative dividends . . . . . . . . . . . . . . . . . (100,215) (92,699)
--------- --------
TOTAL SHAREHOLDERS' EQUITY 105,684 106,445
--------- --------
$129,127 $128,907
========= ========
The accompanying notes are an integral part of these financial statements.
Page Four of Eleven Pages
5
UNIVERSAL HEALTH REALTY INCOME TRUST
Condensed Statements of Cash Flow
(amounts in thousands, unaudited)
SIX MONTHS ENDED JUNE 30,
--------------------------
1995 1994
------ -------
CASH FLOWS FROM OPERATING ACTIVITIES: $6,755 $7,831
Net Income
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation & amortization 1,650 1,682
Provision for investment losses -- 450
Amortization of interest rate cap 62 --
Gain on investment in marketable securities -- (107)
Changes in assets and liabilities:
Rent receivable 7 112
Accrued expenses & other liabilities 4 31
Tenant escrows, deposits & prepaid rents 15 --
Construction & mortgage loan interest receivable (62) (49)
Accrued interest (6) 37
Reserve for investment losses (147) (29)
Deferred charges & other (37) (231)
------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,241 9,727
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real property (23) --
Advances under construction note receivable (1,642) (497)
Proceeds from investment in marketable securities -- 107
------- ------
NET CASH USED IN INVESTING ACTIVITIES (1,665) (390)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt -- (1,920)
Additional borrowings 940 --
Dividends paid (7,516) (7,426)
------- ------
NET CASH USED IN FINANCING ACTIVITIES (6,576) (9,346)
------- ------
Decrease in cash -- (9)
Cash, beginning of period 2 44
------- ------
CASH, END OF PERIOD $2 $35
======= ======
================================================================================================
Supplemental disclosures of cash flow information:
Interest Paid $756 $428
================================================================================================
The accompanying notes are an integral part of these financial statements.
Page Five of Eleven Pages
6
UNIVERSAL HEALTH REALTY INCOME TRUST
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1995
(unaudited)
(1) GENERAL
The financial statements included herein have been prepared by the Trust,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments which, in the opinion of the
Trust, are necessary to fairly present results for the interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Trust believes that the accompanying disclosures are adequate to make the
information presented not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements, accounting
policies and the notes thereto included in the Trust's Annual Report on Form
10-K for the year ended December 31, 1994.
(2) RELATIONSHIP WITH UNIVERSAL HEALTH SERVICES, INC.
Approximately 82% for each of the three month periods ended June 30, 1995 and
1994 and 83% for each of the six month periods ended June 30, 1995 and 1994,
respectively, of the Trust's gross revenues were earned under the terms of the
leases with wholly-owned subsidiaries of Universal Health Services, Inc.
("UHS"). UHS has unconditionally guaranteed the obligations of its
subsidiaries under the leases. Below is the detailed listing of the revenues
received from UHS and other non-related parties for the three and six months
ended June 30, 1995 and 1994:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- -------------------------
1995 1994 1995 1994
------------- ------------- -------------- -------------
Base rental - UHS facilities $ 3,317,000 $ 3,316,000 $ 6,633,000 $ 6,633,000
Base rental - Non-related parties 782,000 506,000 1,509,000 1,011,000
------------- ------------ ------------ -------------
Total base rental 4,099,000 3,822,000 8,142,000 7,644,000
------------- ------------ ------------ ------------
Bonus rental - UHS facilities 660,000 613,000 1,317,000 1,207,000
Bonus rental - Non-related parties 111,000 154,000 111,000 182,000
------------- ------------- ------------ -----------
Total bonus rental 771,000 767,000 1,428,000 1,389,000
------------- ----------- ------------ -----------
Interest - Non-related parties 259,000 231,000 473,000 440,000
------------- ------------ ------------- -----------
Total revenues $ 5,129,000 $ 4,820,000 $ 10,043,000 $ 9,473,000
============ =========== ============= ===========
UHS owned approximately 7.7% percent of the Trust's outstanding common shares
as of June 30, 1995. The Trust has granted UHS an option to purchase Trust
shares in the future at fair market value to enable UHS to maintain a 5%
interest in the Trust.
(3) DIVIDENDS
A dividend of $.42 per share or $3,758,000 in the aggregate was declared by the
Board of Trustees on June 1, 1995 and was paid on June 30, 1995 to shareholders
of record as of June 15, 1995.
Page Six of Eleven Pages
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(4) FINANCING
During 1993, the Trust funded $6.5 million for the purchase of the real assets
of the Madison Irving Medical Center, by Crouse Irving Memorial Properties,
located in Syracuse, New York. The loan, which can be prepaid without penalty
at any time, has a fifteen-year repayment term. The Trust has received prepaid
commitment fees related to this mortgage note receivable totaling $65,000. The
unearned portion ($58,000 as of June 30, 1995) is being recognized as income
over the fifteen-year repayment term. The loan accrues interest monthly at a
margin over the one month LIBOR or at a margin over the five-year Treasury
rate. The interest rate is selected at the borrower's option. Interest on the
mortgage loan, including amortization of prepaid commitment fees, accrued at an
average rate of 11.9% and 9.5% for the three months ended June 30, 1995 and
1994, 11.8% and 9.1% for the six months ended June 30, 1995 and 1994,
respectively.
In December of 1994, the Trust agreed to provide up to $4.1 million of
construction financing for the Professional Center at Kings Crossing, and
intends to purchase, subject to certain contingencies, the property upon its
completion and occupancy. The construction loan accrues interest monthly at a
margin over the one month LIBOR. The Trust expects to disburse funds related
to the construction financing ($1.1 million advanced in December, 1994,
$500,000 during the first quarter of 1995 and $1.2 million during the second
quarter of 1995) over a seven to nine month period and anticipates purchasing
the property during the third quarter of 1995.
(5) SUBSEQUENT EVENTS
Subsequent to the second quarter of 1995, UHS purchased an acute and
psychiatric care facility in exchange for cash and two acute care facilities,
including the assets of Westlake Medical Center, a 126 bed hospital of which
the Trust owned the majority of real estate assets. In exchange for the real
estate assets of Westlake and the termination of the lease, the Trust has
accepted substitution properties valued at approximately $19 million (the
Trust's original purchase price of Westlake) consisting of additional real
estate assets which were owned by UHS but related to three acute care
facilities (McAllen Medical Center, Inland Valley Regional Medical Center and
Wellington Regional Medical Center), currently owned by the Trust and operated
by UHS. These additional real estate assets represent major additions and
expansions made to these facilities since the purchase of the facilities from
UHS in 1986. The Trust also purchased from UHS, additional real estate assets
related to these hospitals for approximately $1.9 million in cash. Total annual
base rental payments from UHS to the Trust on substituted properties will be
$2.4 million which equals the total base and bonus rental earned by the Trust
on the Westlake facility during 1994 ($2.1 million base and $300,000 bonus).
Total annual base rental payments on the additional real estate assets
purchased will be approximately $200,000. Bonus rental on the substituted and
purchased real estate assets will be equal to 1% of the growth in revenues
generated by these additional assets. The guarantee by UHS under the existing
leases will continue.
Also subsequent to the second quarter of 1995, the Trust purchased for $1.6
million in cash, a medical office building on the campus of a hospital owned by
Columbia/HCA Healthcare Corporation located in Shreveport, Louisiana. The
annual rental income for the initial year on this medical office building,
which is currently being leased under the terms of a master lease agreement
with Columbia/HCA Healthcare Corporation, will be approximately $175,000.
Page Seven of Eleven Pages
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
As of June 30, 1995, including the real estate assets of Westlake Medical
Center, the Trust had investments in fourteen facilities located in nine
states. These investments include : (i) ownership of five acute care, one
comprehensive rehabilitation and two psychiatric hospitals leased to
subsidiaries of Universal Health Services, Inc. ("UHS"); (ii) ownership of one
comprehensive rehabilitation hospital leased to a subsidiary of HEALTHSOUTH
Corporation; (iii) ownership of one sub-acute care facility leased to
THC-Chicago, Inc. ("THC"), an indirect wholly- owned subsidiary of Community
Psychiatric Centers ("CPC"); (iv) ownership of one medical office building
leased to several tenants including an outpatient surgery center operated by
Medical Care America ("MCA"); (v) a loan made to a company for the construction
and potential purchase of one single tenant and two multi-tenant medical office
buildings; (vi) a mortgage loan made to Crouse Irving Memorial Properties for
the purchase of the property of the Madison Irving Medical Center, an
ambulatory treatment center and; (vii) ownership of the real estate assets of
Lake Shore Hospital, which the Trust received free and clear title to during
the second quarter of 1995. The Trust will continue to market the property of
Lake Shore Hospital in an effort to sell or lease the facility to a qualified
operator. In addition, the Trust agreed to provide up to $4.1 million of
construction financing, over a seven to nine month period, for the construction
of a medical office building which it intends to purchase, subject to certain
contingencies, during the third quarter of 1995. The leases to the subsidiaries
of UHS are guaranteed by UHS and are cross-defaulted with one another. The
lease to the subsidiary of HEALTHSOUTH Corporation is guaranteed by HEALTHSOUTH
Corporation, the lease on the sub-acute care facility to THC is guaranteed by
CPC and the lease to the outpatient surgery center is guaranteed by MCA.
The second quarter dividend of $.42 per share of $3,758,000 in the aggregate
was paid on June 30, 1995.
For the quarters ended June 30, 1995 and 1994, net income totaled $3,452,000
and $4,199,000 or $.39 and $.47 per share on net revenues of $5,129,000 and
$4,820,000, respectively. For the six months ended June 30, 1995 and 1994, net
income totaled $6,755,000 and $7,831,000 or $.76 and $.88 per share on net
revenues of $10,043,000 and $9,473,000, respectively.
The $309,000 increase in net revenue in the second quarter of 1995 was
primarily attributable to a $276,000 increase in base rental from non- related
parties resulting primarily from the rental earned on the Fresno-Herndon
Medical Plaza, which the Trust purchased in November, 1994 and a $28,000
increase in interest income. The increase in interest income for the three
months ended June 30, 1995 as compared to the 1994 second quarter was due to:
(i) $33,000 earned on the $4.1 million construction financing which commenced
during the fourth quarter of 1994; (ii) a $40,000 increase in the interest
earned under the terms of the $6.5 million mortgage financing; (iii) $32,000 of
commitment fees received on a potential loan agreement which was subsequently
terminated, partially offset by; (iv) $77,000 of interest income earned during
the second quarter of 1994 on a construction loan which was fully repaid during
the third quarter of 1994.
The $570,000 increase in net revenue for the six months ended June 30, 1995 as
compared to the comparable 1994 period was primarily attributable to: (i) a
$498,000 increase in base rental from non- related parties resulting from the
rental earned on the Fresno-Herndon Medical Plaza, which the Trust purchased
in November, 1994; (ii) a $39,000 increase in bonus rentals, which are computed
as a
Page Eight of Eleven Pages
9
percentage of each facility's revenue in excess of base year amounts and;
(iii) a $33,000 increase in interest income. The increase in interest income
for the six months ended June 30, 1995 as compared to the comparable 1994
period was due to: (i) $54,000 earned on the $4.1 million construction
financing which commenced during the fourth quarter of 1994; (ii) a $92,000
increase in the interest earned under the terms of the $6.5 million mortgage
financing; (iii) $32,000 of commitment fees received on a potential loan
agreement which was subsequently terminated, partially offset by; (iv) $145,000
of interest income earned during the first half of 1994 on a construction loan
which was fully repaid during the third quarter of 1994.
Approximately $33,000 and $30,000 of the Trust's bonus rentals for the three
months ended June 30, 1995 and 1994, and $65,000 and $60,000 for the six months
ended June 30, 1995 and 1994, respectively, were attributable to special
Medicaid reimbursement programs which relate to an acute care hospital owned by
the Trust. The facility, which participates in the Texas Medical Assistance
Program, became eligible and received additional reimbursements from the
state's disproportionate share hospital fund since the facility met certain
conditions of participation and served a disproportionately high share of the
state's low income patients. This program is scheduled to terminate in August,
1995 and the Trust can not predict whether these programs will continue beyond
the scheduled termination date. However, management of the Trust believes that
if the programs are renewed under the terms as currently proposed, the annual
bonus rental payments to the Trust related to revenues generated under these
programs will be reduced to approximately $40,000 per year.
Included in the financial results, as recovery of investment losses, for the
three months ended June 30, 1994 was $750,000 related to the Lake Shore
Hospital settlement agreement ($900,000 of cash received less $150,000 reserved
for future expenses related to the settlement of the facility). Included in
the financial results, as recovery of investment losses, for the six months
ended June 30, 1994 was $1,050,000 related to the Lake Shore Hospital
settlement agreement ($1.5 million of cash received less $450,000 reserved for
future expenses related to the settlement of the facility) and $107,000 of cash
received related to a stock investment written down to zero in a prior year.
The $101,000 increase in operating expenses for the three months ended June 30,
1995 and $156,000 increase in operating expenses for the six months ended June
30, 1995 as compared to the comparable 1994 periods consists of the expenses
related to the Fresno-Herndon Medical Plaza which was acquired by the Trust in
November of 1994. These expenses, of which the second quarter of 1995 included
a prior year adjustment, are passed on directly to the tenants of the Medical
Plaza and are included as revenue in the Trust's statements of income.
Interest expense increased $164,000 for the three months ended June 30, 1995
and $350,000 for the six months ended June 30, 1995 as compared to the
comparable prior year periods due to: (i) higher average outstanding borrowings
and higher effective interest rates on the Trust's revolving credit facility
and (ii) $31,000 for the second quarter of 1995 and $62,000 for the first half
of 1995 of expense recorded in connection with the amortization of the interest
rate cap agreement which commenced on June 30, 1994. This agreement matures in
June, 1999 and fixes the maximum rate on $15 million of variable rate revolving
credit notes at 7.75%. The unamortized premium ($498,000 at June 30, 1995) is
being amortized over the life of the cap.
Depreciation and amortization expense increased $30,000 during the 1995 second
quarter as compared to the 1994 second quarter due to depreciation expense
recorded on the Fresno-Herndon Medical Plaza, which the Trust purchased in
November of 1994.
Page Nine of Eleven Pages
10
Depreciation and amortization decreased $32,000 in the first half of 1995 as
compared to the first half of the prior year due primarily to the 1994 period
including the write off of $79,000 in financing fees related to the old
revolving credit agreement which was terminated and replaced with a new
agreement in March of 1994, partially offset by a $60,000 increase in
depreciation expense recorded on the Fresno-Herndon Medical Plaza, which the
Trust purchased in November, 1994.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1995, net cash provided by operating activities
was $8.2 million as compared to $9.7 million in the 1994 period. The $1.5
million decrease in net cash provided by operating activities was primarily due
to the $1.5 million of cash received during 1994 related to the settlement
agreement on Lake Shore Hospital.
During the first six months of 1995, the Company used the net cash provided by
operating activities ($8.2 million) and additional funds borrowed under the
terms of its revolving credit facility ($1 million) to advance funds pursuant
to the terms of the $4.1 million construction note receivable ($1.7 million)
and to pay dividends ($7.5 million).
As of June 30, 1995, the Trust had approximately $24 million of unused
borrowing capacity under the terms of its $45 million non-amortizing revolving
credit agreement. This agreement matures on February 28, 1997 at which time
all amounts then outstanding are required to be repaid.
Cash available for distribution or reinvestment, which is the sum of net income
plus depreciation and amortization and amortization of interest rate cap,
totaled $4.3 million and $5.0 million for the quarters ended June 30, 1995 and
1994, and $8.5 million and $9.5 million for the six months ended June 30, 1995
and 1994, respectively. Cash available for distribution or reinvestment does
not represent cash flows from operations as defined by Generally Accepted
Accounting Principles and should not be considered as an alternative to net
income as an indicator of the Trust's operating performance or to cash flows as
a measure of liquidity.
Page Ten of Eleven Pages
11
PART II. OTHER INFORMATION
UNIVERSAL HEALTH REALTY INCOME TRUST
All other items of this report are inapplicable.
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.
Date: August 10, 1995 UNIVERSAL HEALTH REALTY INCOME TRUST
(Registrant)
/s/ Kirk E. Gorman
----------------------
Kirk E. Gorman, President,
Chief Financial Officer, Secretary and Trustee
(Principal Financial Officer and Duly
Authorized Officer.)
Page Eleven of Eleven Pages
5
1,000
6-MOS
DEC-31-1995
JAN-01-1995
JUN-30-1995
2
0
15,028
5,343
0
0
143,092
24,263
129,127
0
22,251
89
0
0
105,595
129,127
0
10,043
0
795
1,650
0
843
6,755
0
6,755
0
0
0
6,755
.76
.76
