MEDICAL PROPERTIES TRUST, INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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| þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
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| o |
|
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 001-32559
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
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|
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| MARYLAND
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20-0191742 |
| (State or other jurisdiction
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|
(I. R. S. Employer |
| of incorporation or organization)
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Identification No.) |
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| 1000 URBAN CENTER DRIVE, SUITE 501 |
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| BIRMINGHAM, AL
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35242 |
| (Address of principal executive offices)
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|
(Zip Code) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (205) 969-3755
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of May 10, 2007, the registrant had 48,968,062 shares of common stock, par value $.001,
outstanding.
MEDICAL PROPERTIES TRUST, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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March 31, 2007 |
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December 31, 2006 |
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|
(Unaudited) |
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|
Assets |
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|
|
|
|
|
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Real estate assets |
|
|
|
|
|
|
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Land, buildings and improvements, and intangible lease assets |
|
$ |
440,251,031 |
|
|
$ |
437,367,722 |
|
Construction in progress |
|
|
20,663,922 |
|
|
|
57,432,264 |
|
Mortgage loans |
|
|
225,000,000 |
|
|
|
105,000,000 |
|
Real estate held for sale |
|
|
— |
|
|
|
63,324,381 |
|
|
|
|
|
|
|
|
Gross investment in real estate assets |
|
|
685,914,953 |
|
|
|
663,124,367 |
|
Accumulated depreciation and amortization |
|
|
(12,595,219 |
) |
|
|
(12,056,422 |
) |
|
|
|
|
|
|
|
Net investment in real estate assets |
|
|
673,319,734 |
|
|
|
651,067,945 |
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|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
|
31,996,738 |
|
|
|
4,102,873 |
|
Interest and rent receivable |
|
|
13,592,198 |
|
|
|
11,893,513 |
|
Straight-line rent receivable |
|
|
13,370,926 |
|
|
|
12,686,976 |
|
Other loans |
|
|
62,252,787 |
|
|
|
45,172,830 |
|
Other assets of discontinued operations |
|
|
7,595,330 |
|
|
|
6,890,919 |
|
Other assets |
|
|
11,821,647 |
|
|
|
12,941,689 |
|
|
|
|
|
|
|
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Total Assets |
|
$ |
813,949,360 |
|
|
$ |
744,756,745 |
|
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|
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Liabilities and Stockholders’ Equity |
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Liabilities |
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Debt |
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$ |
274,167,107 |
|
|
$ |
304,961,898 |
|
Debt – real estate held for sale |
|
|
— |
|
|
|
43,165,650 |
|
Accounts payable and accrued expenses |
|
|
35,676,865 |
|
|
|
30,386,858 |
|
Deferred revenue |
|
|
17,244,367 |
|
|
|
14,615,609 |
|
Lease deposits and other obligations to tenants |
|
|
7,768,823 |
|
|
|
6,853,759 |
|
|
|
|
|
|
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Total liabilities |
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|
334,857,162 |
|
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|
399,983,774 |
|
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|
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|
|
|
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Minority interests |
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|
1,413,508 |
|
|
|
1,051,835 |
|
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Stockholders’ equity |
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Preferred
stock, $0.001 par value. Authorized 10,000,000 shares; no shares outstanding |
|
|
— |
|
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|
— |
|
Common stock, $0.001 par value. Authorized 100,000,000 shares;
issued and outstanding - 48,915,842 shares at March 31, 2007, and
39,585,510 shares at December 31, 2006
|
|
|
48,916 |
|
|
|
39,586 |
|
Additional paid in capital |
|
|
493,776,844 |
|
|
|
356,678,018 |
|
Distributions in excess of net income |
|
|
(16,147,070 |
) |
|
|
(12,996,468 |
) |
|
|
|
|
|
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Total stockholders’ equity |
|
|
477,678,690 |
|
|
|
343,721,136 |
|
|
|
|
|
|
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Total Liabilities and Stockholders’ Equity |
|
$ |
813,949,360 |
|
|
$ |
744,756,745 |
|
|
|
|
|
|
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|
See accompanying notes to condensed consolidated financial statements.
1
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
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For the Three Months Ended March 31, |
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2007 |
|
|
2006 |
|
Revenues |
|
|
|
|
|
|
|
|
Rent billed |
|
$ |
11,937,716 |
|
|
$ |
7,267,219 |
|
Straight-line rent |
|
|
683,950 |
|
|
|
998,307 |
|
Interest income from loans |
|
|
5,436,682 |
|
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|
2,492,146 |
|
|
|
|
|
|
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Total revenues |
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|
18,058,348 |
|
|
|
10,757,672 |
|
Expenses |
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
|
2,539,865 |
|
|
|
1,434,562 |
|
General and administrative |
|
|
4,637,681 |
|
|
|
2,516,171 |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
7,177,546 |
|
|
|
3,950,733 |
|
|
|
|
|
|
|
|
Operating income |
|
|
10,880,802 |
|
|
|
6,806,939 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest income |
|
|
178,215 |
|
|
|
252,279 |
|
Interest expense |
|
|
(5,013,234 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Net other (expense) income |
|
|
(4,835,019 |
) |
|
|
252,279 |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
6,045,783 |
|
|
|
7,059,218 |
|
Income from discontinued operations |
|
|
4,158,169 |
|
|
|
918,392 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
10,203,952 |
|
|
$ |
7,977,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net income per common share – basic |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.14 |
|
|
$ |
0.18 |
|
Income from discontinued operations |
|
|
0.10 |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.24 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding — basic |
|
|
42,823,619 |
|
|
|
39,428,071 |
|
|
|
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|
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|
|
|
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|
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Net income per share – diluted |
|
|
|
|
|
|
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Income from continuing operations |
|
$ |
0.14 |
|
|
$ |
0.18 |
|
Income from discontinued operations |
|
|
0.10 |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.24 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding — diluted |
|
|
43,070,303 |
|
|
|
39,501,723 |
|
|
|
|
|
|
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|
See accompanying notes to condensed consolidated financial statements.
2
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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| |
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For the Three Months Ended March 31, |
|
| |
|
2007 |
|
|
2006 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
10,203,952 |
|
|
$ |
7,977,610 |
|
Adjustments to reconcile net income
to net cash provided by operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,672,133 |
|
|
|
1,792,462 |
|
Straight-line rent revenue |
|
|
(683,950 |
) |
|
|
(1,301,457 |
) |
Share-based compensation |
|
|
795,247 |
|
|
|
605,558 |
|
Gain on sale of real estate |
|
|
(4,061,626 |
) |
|
|
— |
|
Other adjustments |
|
|
1,193,375 |
|
|
|
3,415,461 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
10,119,131 |
|
|
|
12,489,634 |
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Real estate acquired |
|
|
(7,740,920 |
) |
|
|
(7,003,377 |
) |
Principal received on loans receivable |
|
|
7,730,359 |
|
|
|
— |
|
Proceeds from sale of real estate |
|
|
69,801,411 |
|
|
|
— |
|
Investment in loans receivable |
|
|
(94,563,502 |
) |
|
|
(310,000 |
) |
Construction in progress |
|
|
(9,579,186 |
) |
|
|
(26,699,437 |
) |
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(34,351,838 |
) |
|
|
(34,012,814 |
) |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Additions to debt |
|
|
77,700,000 |
|
|
|
4,026,393 |
|
Payments of debt |
|
|
(151,862,009 |
) |
|
|
(29,000,000 |
) |
Distributions paid |
|
|
(10,894,247 |
) |
|
|
(7,194,432 |
) |
Sale of common stock |
|
|
136,101,634 |
|
|
|
— |
|
Other financing activities |
|
|
1,081,194 |
|
|
|
— |
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
52,126,572 |
|
|
|
(32,168,039 |
) |
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents for period |
|
|
27,893,865 |
|
|
|
(53,691,219 |
) |
Cash and cash equivalents at beginning of period |
|
|
4,102,873 |
|
|
|
59,115,832 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
31,996,738 |
|
|
$ |
5,424,613 |
|
|
|
|
|
|
|
|
Interest paid, including capitalized interest of $967,303 in 2007 and $1,129,417 in 2006 |
|
$ |
5,351,450 |
|
|
$ |
1,419,040 |
|
Supplemental schedule of non-cash investing activities |
|
|
|
|
|
|
|
|
Real estate converted to mortgage loans receivable |
|
$ |
48,871,850 |
|
|
$ |
— |
|
Construction in progress transferred to land and building |
|
|
44,229,175 |
|
|
|
— |
|
Other non-cash investing activities |
|
|
1,313,765 |
|
|
|
1,898,423 |
|
Supplemental schedule of non-cash financing activities: |
|
|
|
|
|
|
|
|
Distributions declared, unpaid |
|
$ |
13,343,279 |
|
|
$ |
8,411,563 |
|
Other non-cash financing activities |
|
|
212,935 |
|
|
|
219,775 |
|
See accompanying notes to condensed consolidated financial statements.
3
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization
Medical Properties Trust, Inc., a Maryland corporation (the Company), was formed on August 27, 2003
under the General Corporation Law of Maryland for the purpose of engaging in the business of
investing in and owning commercial real estate. The Company’s operating partnership subsidiary,
MPT Operating Partnership, L.P. (the Operating Partnership) through which it conducts all of its
operations, was formed in September 2003. Through another wholly owned subsidiary, Medical
Properties Trust, LLC, the Company is the sole general partner of the Operating Partnership. The
Company presently owns directly all of the limited partnership interests in the Operating
Partnership.
The Company’s primary business strategy is to acquire and develop real estate and improvements,
primarily for long term lease to providers of healthcare services such as operators of general
acute care hospitals, inpatient physical rehabilitation hospitals, long-term acute care hospitals,
surgery centers, centers for treatment of specific conditions such as cardiac, pulmonary, cancer,
and neurological hospitals, and other healthcare-oriented facilities. The Company manages its
business as a single business segment as defined in Statement of Financial Accounting Standards
(SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information.
From the time of the Company’s initial capitalization in April 2004 through completion of the
follow-on offering in the first quarter of 2007, the Company has sold approximately 48.0 million
shares of common stock and realized net proceeds of approximately $494.5 million. The Company has
also issued $125.0 million in fixed rate term notes and $138.0 million in fixed rate exchangeable
notes. At May 1, 2007, the Company has in place a $150.0 million secured revolving credit facility
with an available borrowing base of approximately $85.6 million.
2. Summary of Significant Accounting Policies
Use of Estimates: The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation: Property holding entities and other subsidiaries of which the Company
owns 100% of the equity or has a controlling financial interest evidenced by ownership of a
majority voting interest are consolidated. All inter-company balances and transactions are
eliminated. For entities in which the Company owns less than 100% of the equity interest, the
Company consolidates the property if it has the direct or indirect ability to make decisions about
the entities’ activities based upon the terms of the respective entities’ ownership agreements.
For entities in which the Company owns less than 100% and does not have the direct or indirect
ability to make decisions but does exert significant influence over the entities’ activities, the
Company records its ownership in the entity using the equity method of accounting.
The Company periodically evaluates all of its transactions and investments to determine if they
represent variable interests in a variable interest entity as defined by Financial Accounting
Standards Board (FASB) Interpretation No. 46 (revised December 2003) (FIN 46-R), Consolidation of
Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated
Financial Statements. If the Company determines that it has a variable interest in a variable
interest entity, the Company determines if it is the primary beneficiary of the variable interest
entity. The Company consolidates each variable interest entity in which the Company, by virtue of
its transactions with or investments in the entity, is considered to be the primary beneficiary.
The Company re-evaluates its status as primary beneficiary when a variable interest entity or
potential variable interest entity has a material change in its variable interests.
4
Unaudited Interim Condensed Consolidated Financial Statements: The accompanying unaudited interim
condensed consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial information, including
rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2007, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2007. These financial statements
should be read in conjunction with the consolidated financial statements and notes thereto included
in the Company’s 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended.
New Accounting Pronouncements: In June 2006, the FASB issued
Interpretation No. 48 Accounting for
Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48
clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance
with SFAS No. 109 Accounting for Income Taxes and prescribes a recognition threshold and measurement
attribute of tax positions taken or expected to be taken on a tax return. FIN No. 48 is effective for fiscal
years beginning after December 15, 2006. The Company adopted FIN No. 48 on January 1, 2007. No
amounts were recorded for unrecognized tax benefits or related interest expense and penalties as a result of
the implementation of FIN No. 48. The taxable periods ending December 31, 2004 through December 31,
2006 remain open to examination by the Internal Revenue Service and the tax authorities of significant
jurisdictions in which the Company does business.
Reclassifications: Certain reclassifications have been made to the consolidated financial
statements to conform to the 2007 consolidated financial statement presentation. These
reclassifications have no impact on stockholders’ equity or net income.
3. Real Estate and Lending Activities
In January, 2007, the Company completed the sale of a general acute care hospital and attached
medical office building (MOB) located in Houston, TX for cash proceeds which were used to reduce
debt. The Company has retained funds sufficient to pay the minority interest holders for their
investment and earnings in the MOB partnership.
In the three months ended March 31, 2007, the Company sold two hospital properties leased to one
operator. In conjunction with the sales, the Company made two mortgage loans totaling $120 million
on the same properties to the same operator. In addition, the Company funded the remaining
contingent purchase prices aggregating $20 million related to five other hospitals leased to the
same operator. These amounts, which resulted in an aggregate investment in the five hospitals of
approximately $110 million, were loaned to the operator pursuant to terms similar to the related
lease terms. The loans require the payment of interest only during their 15 year terms with
principal due in full at maturity. Interest is paid monthly and increases each year based on the
annual change in the consumer price index. The loans may be prepaid under certain specified
conditions.
For the three months ended March 31, 2007 and 2006, revenue from Vibra Healthcare, LLC accounted
for 36.6% and 64.3%, respectively, of total revenue. For the three months ended March 31, 2007 and
2006, revenue from affiliates of Prime Healthcare Services, Inc. accounted for 19.6% and 18.8%,
respectively, of total revenue.
4. Debt
The following is a summary of debt:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of March 31, |
|
|
As of December 31, |
|
| |
|
2007 |
|
|
2006 |
|
| |
|
Balance |
|
|
Interest Rate |
|
|
Balance |
|
|
Interest Rate |
|
Revolving credit facility |
|
$ |
15,015,897 |
|
|
|
7.670 |
% |
|
$ |
45,996,359 |
|
|
|
7.800 |
% |
Senior unsecured notes —
fixed rate through July
and October, 2011, due
July and October, 2016 |
|
|
125,000,000 |
|
|
|
7.333% - 7.871 |
% |
|
|
125,000,000 |
|
|
|
7.333% -7.871 |
% |
Exchangeable senior
notes due November, 2011 |
|
|
134,151,210 |
|
|
|
6.125 |
% |
|
|
133,965,539 |
|
|
|
6.125 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
274,167,107 |
|
|
|
|
|
|
$ |
304,961,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
As of March 31, 2007, principal payments due for our senior unsecured and exchangeable notes were
as follows:
| |
|
|
|
|
2007 |
|
$ |
— |
|
2008 |
|
|
— |
|
2009 |
|
|
— |
|
2010 |
|
|
— |
|
2011 |
|
|
134,151,210 |
|
Thereafter |
|
|
125,000,000 |
|
|
|
|
|
Total |
|
$ |
259,151,210 |
|
|
|
|
|
5. Common Stock
In the three months ended March 31, 2007, the Company completed the sale of 12,217,900 shares of
common stock at a price of $15.60 per share, less underwriting commissions. Of the 12 million
shares sold, the underwriters borrowed from third parties and sold 3,000,000 shares of Company
common stock in connection with forward sale agreements between the Company and affiliates of the
underwriters (the “forward purchasers”). The Company expects to settle the forward sale agreements
and receive proceeds, subject to certain adjustments, from the sale of those shares only upon one
or more future physical settlements of the forward sale agreements on a date or dates specified by
the Company by February 28, 2008. The Company may elect to settle the forward sale agreements in
cash, in which case the Company may not receive any proceeds and may owe cash to the forward
purchasers. Cash settlement is based on the difference between the then current forward price and
the current market price of the total shares remaining to be settled under the forward sale
agreements.
6. Stock Awards
The Company has adopted the Medical Properties Trust, Inc. 2004 Amended and Restated Equity
Incentive Plan (the Equity Incentive Plan) which authorizes the issuance of options to purchase
shares of common stock, restricted stock awards, restricted stock units, deferred stock units,
stock appreciation rights and performance units. The Equity Incentive Plan is administered by the
Compensation Committee of the Board of Directors. At March 31, 2007, the Company has 3,472,330
shares of common stock available for awards under the Equity Incentive Plan.
In the three month period ended March 31, 2007, the Compensation Committee of the Board of
Directors awarded 134,000 shares of restricted stock to management and other employees of the
Company. The awards vest over a five year period based on service criteria. The Company recorded
non-cash expense for share based compensation of approximately $795,000 and $606,000 in the three
month periods ended March 31, 2007 and 2006, respectively.
7. Discontinued Operations
In 2006, the Company terminated leases for a hospital and medical office building (“MOB”) complex
and re-possessed the real estate. In January, 2007, the Company sold the hospital and MOB complex
for a sales price of approximately $71.7 million and recorded a gain of approximately $4.1 million,
which is reported in results from discontinued operations. During the period from the lease
termination to the date of sale, the hospital was leased to and operated by a third party operator
under contract to the hospital. The Company has substantially funded through loans the working
capital requirements of the operator pending the operator’s collection of patient receivables from
Medicare and other third party payors. The accompanying financial statements include provisions to
reduce such loans to their estimated net realizable value.
The following table presents the results of discontinued operations for the three months ended
March 31, 2007 and 2006:
| |
|
|
|
|
|
|
|
|
| |
|
For the Three Months |
| |
|
Ended March 31, |
| |
|
2007 |
|
2006 |
Revenues |
|
$ |
254,116 |
|
|
$ |
1,934,595 |
|
Net profit |
|
|
4,158,169 |
|
|
|
918,392 |
|
Earnings per share — basic and diluted |
|
$ |
0.10 |
|
|
$ |
0.02 |
|
6
7. Earnings Per Share
The following is a reconciliation of the weighted average shares used in net income per common
share to the weighted average shares used in net income per common share – assuming dilution for
the three months ended March 31, 2007 and 2006, respectively:
| |
|
|
|
|
|
|
|
|
| |
|
For the Three Months |
| |
|
Ended March 31, |
| |
|
2007 |
|
2006 |
Weighted average number of shares issued and
outstanding |
|
|
42,781,098 |
|
|
|
39,404,454 |
|
Vested deferred stock units |
|
|
42,521 |
|
|
|
23,617 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares — basic |
|
|
42,823,619 |
|
|
|
39,428,071 |
|
Common stock warrants and options |
|
|
246,684 |
|
|
|
73,652 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares — diluted |
|
|
43,070,303 |
|
|
|
39,501,723 |
|
|
|
|
|
|
|
|
|
|
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the consolidated financial condition and consolidated
results of operations should be read together with the consolidated financial statements of Medical
Properties Trust, Inc. and notes thereto contained in this Form 10-Q and the financial statements
and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2006.
Forward-Looking Statements.
This report on Form 10-Q contains certain “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results or future performance,
achievements or transactions or events to be materially different from those expressed or implied
by such forward-looking statements, including, but not limited to, the risks described in our
Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and
Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended. Such factors
include, among others, the following:
| |
• |
|
National and local economic, business, real estate and other market conditions; |
| |
| |
• |
|
The competitive environment in which the Company operates; |
| |
| |
• |
|
The execution of the Company’s business plan; |
| |
| |
• |
|
Financing risks; |
| |
| |
• |
|
Acquisition and development risks; |
| |
| |
• |
|
Potential environmental and other liabilities; |
| |
| |
• |
|
Other factors affecting real estate industry generally or the healthcare real estate industry in particular; |
| |
| |
• |
|
Our ability to attain and maintain our status as a REIT for federal and state income tax purposes; |
| |
| |
• |
|
Our ability to attract and retain qualified personnel; and, |
| |
| |
• |
|
Federal and state healthcare regulatory requirements. |
Overview
We were incorporated under Maryland law on August 27, 2003 primarily for the purpose of investing
in and owning net-leased healthcare facilities across the United States. We have operated as a
real estate investment trust (“REIT”) since April 6, 2004, and accordingly, elected REIT status
upon the filing in September 2005 of our calendar year 2004 Federal income tax return. We acquire
and develop healthcare facilities and lease the facilities to healthcare operating companies under
long-term net leases. We also make mortgage loans to healthcare operators secured by their real
estate assets. We selectively make loans to certain of our operators through our taxable REIT
subsidiary, the proceeds of which are used for acquisitions and working capital.
At March 31, 2007, we owned 20 operating healthcare facilities and held five mortgage loans secured
by five other properties. In addition, we were in the process of developing an additional
healthcare facility that was not yet in operation. We had one acquisition loan outstanding, the
proceeds of which our tenant used for the acquisition of six hospital operating companies. The 21
facilities we owned and the five facilities on which we had made mortgage loans were in ten states,
had a carrying cost of approximately $685.9 million and comprised approximately 84.0% of our total
assets. Our acquisition and other loans of approximately $62.3 million represented approximately
7.6% of our total assets. We do not expect such loan assets at any time to exceed 20% of our total
assets.
At May 1, 2007, we had 20 employees. Over the next 12 months, we expect to add four to six
additional employees as we acquire new properties and manage our existing properties and loans.
Key Factors that May Affect Our Operations
Our revenues are derived from rents we earn pursuant to the lease agreements with our tenants and
from interest income from loans to our tenants and other facility owners. Our tenants operate in
the healthcare industry, generally
8
providing medical, surgical and rehabilitative care to patients. The capacity of our tenants to
pay our rents and interest is dependent upon their ability to conduct their operations at
profitable levels. We believe that the business environment of the industry segments in which our
tenants operate is generally positive for efficient operators. However, our tenants’ operations are
subject to economic, regulatory and market conditions that may affect their profitability.
Accordingly, we monitor certain key factors, changes to which we believe may provide early
indications of conditions that may affect the level of risk in our lease and loan portfolio.
Key factors that we consider in underwriting prospective tenants and in monitoring the performance
of existing tenants include the following:
| |
• |
|
the historical and prospective operating margins (measured by a tenant’s earnings before
interest, taxes, depreciation, amortization and facility rent) of each tenant and at each
facility; |
| |
| |
• |
|
the ratio of our tenants’ operating earnings both to facility rent and to facility rent
plus other fixed costs, including debt costs; |
| |
| |
• |
|
trends in the source of our tenants’ revenue, including the relative mix of Medicare,
Medicaid/MediCal, managed care, commercial insurance, and private pay patients; and |
| |
| |
• |
|
the effect of evolving healthcare regulations on our tenants’ profitability. |
Certain business factors, in addition to those described above that directly affect our tenants,
will likely materially influence our future results of operations. These factors include:
| |
• |
|
trends in the cost and availability of capital, including market interest rates, that
our prospective tenants may use for their real estate assets instead of financing their
real estate assets through lease structures; |
| |
| |
• |
|
unforeseen changes in healthcare regulations that may limit the opportunities for
physicians to participate in the ownership of healthcare providers and healthcare real
estate; |
| |
| |
• |
|
reductions in reimbursements from Medicare, state healthcare programs, and commercial
insurance providers that may reduce our tenants’ profitability and our lease rates, and; |
| |
| |
• |
|
competition from other financing sources. |
CRITICAL ACCOUNTING POLICIES
In order to prepare financial statements in conformity with accounting principles generally
accepted in the United States, we must make estimates about certain types of transactions and
account balances. We believe that our estimates of the amount and timing of lease revenues, credit
losses, fair values and periodic depreciation of our real estate assets, stock compensation
expense, and the effects of any derivative and hedging activities will have significant effects on
our financial statements. Each of these items involves estimates that require us to make subjective
judgments. We rely on our experience, collect historical data and current market data, and develop
relevant assumptions to arrive at what we believe to be reasonable estimates. Under different
conditions or assumptions, materially different amounts could be reported related to the accounting
policies described below. In addition, application of these accounting policies involves the
exercise of judgment on the use of assumptions as to future uncertainties and, as a result, actual
results could materially differ from these estimates. Our accounting estimates include the
following:
Revenue Recognition. Our revenues, which are comprised largely of rental income, include rents that
each tenant pays in accordance with the terms of its respective lease reported on a straight-line
basis over the initial term of the lease. Since some of our leases provide for rental increases at
specified intervals, straight-line basis accounting requires us to record as an asset, and include
in revenues, straight-line rent that we will only receive if the tenant makes all rent payments
required through the expiration of the term of the lease.
Accordingly, our management determines, in its judgment, to what extent the straight-line rent
receivable applicable to each specific tenant is collectible. We review each tenant’s straight-line
rent receivable on a quarterly basis and take into consideration the tenant’s payment history, the
financial condition of the tenant, business conditions in the industry in which the tenant
operates, and economic conditions in the area in which the facility is located. In the event that
the collectibility of straight-line rent with respect to any given tenant is in doubt, we are
required to record
9
an increase in our allowance for uncollectible accounts or record a direct write-off of the
specific rent receivable, which would have an adverse effect on our net income for the year in
which the reserve is increased or the direct write-off is recorded and would decrease our total
assets and stockholders’ equity. At that time, we stop accruing additional straight-line rent
income.
Our development projects normally allow for us to earn what we term “construction period rent”.
Construction period rent accrues to us during the construction period based on the funds which we
invest in the facility. During the construction period, the unfinished facility does not generate
any earnings for the lessee/operator which can be used to pay us for our funds used to build the
facility. In such cases, the lessee/operator pays the accumulated construction period rent over
the term of the lease beginning when the lessee/operator takes physical possession of the facility.
We record the accrued construction period rent as deferred revenue during the construction period,
and recognize earned revenue as the construction period rent is paid to us by the lessee/operator.
We make loans to our tenants and from time to time may make construction or mortgage loans to
facility owners or other parties. We recognize interest income on loans as earned based upon the
principal amount outstanding. These loans are generally secured by interests in real estate,
receivables, the equity interests of a tenant, or corporate and individual guarantees and are
usually cross-defaulted with their leases and/or other loans. As with straight-line rent
receivables, our management must also periodically evaluate loans to determine what amounts may not
be collectible. Accordingly, a provision for losses on loans receivable is recorded when it becomes
probable that the loan will not be collected in full. The provision is an amount which reduces the
loan to its estimated net receivable value based on a determination of the eventual amounts to be
collected either from the debtor or from the collateral, if any. At that time, we discontinue
recording interest income on the loan to the tenant.
Investments in Real Estate. We record investments in real estate at cost, and we capitalize
improvements and replacements when they extend the useful life or improve the efficiency of the
asset. While our tenants are generally responsible for all operating costs at a facility, to the
extent that we incur costs of repairs and maintenance, we expense those costs as incurred. We
compute depreciation using the straight-line method over the estimated useful life of 40 years for
buildings and improvements, three to seven years for equipment and fixtures, and the shorter of the
useful life or the remaining lease term for tenant improvements and leasehold interests.
We are required to make subjective assessments as to the useful lives of our facilities for
purposes of determining the amount of depreciation expense to record on an annual basis with
respect to our investments in real estate improvements. These assessments have a direct impact on
our net income because, if we were to shorten the expected useful lives of our investments in real
estate improvements, we would depreciate these investments over fewer years, resulting in more
depreciation expense and lower net income on an annual basis.
We have adopted Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which establishes a single accounting model for the
impairment or disposal of long-lived assets, including discontinued operations. SFAS No. 144
requires that the operations related to facilities that have been sold, or that we intend to sell,
be presented as discontinued operations in the statement of operations for all periods presented,
and facilities we intend to sell be designated as “held for sale” on our balance sheet.
When circumstances such as adverse market conditions indicate a possible impairment of the value of
a facility, we review the recoverability of the facility’s carrying value. The review of
recoverability is based on our estimate of the future undiscounted cash flows, excluding interest
charges, from the facility’s use and eventual disposition. Our forecast of these cash flows
considers factors such as expected future operating income, market and other applicable trends, and
residual value, as well as the effects of leasing demand, competition and other factors. If
impairment exists due to the inability to recover the carrying value of a facility, an impairment
loss is recorded to the extent that the carrying value exceeds the estimated fair value of the
facility. We are required to make subjective assessments as to whether there are impairments in the
values of our investments in real estate.
Purchase Price Allocation. We record above-market and below-market in-place lease values, if any,
for the facilities we own which are based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of
fair market lease rates for the corresponding in-place leases, measured over a period equal to the
remaining non-cancelable term of the lease. We amortize any resulting capitalized above-market
10
lease values as a reduction of rental income over the remaining non-cancelable terms of the
respective leases. We amortize any resulting capitalized below-market lease values as an increase
to rental income over the initial term and any fixed-rate renewal periods in the respective leases.
Because our strategy to a large degree involves the origination of long term lease arrangements at
market rates at the same time we acquire the property, we do not expect the above-market and
below-market in-place lease values to be significant for many of our anticipated transactions.
We measure the aggregate value of other intangible assets to be acquired based on the difference
between (i) the property valued with existing leases adjusted to market rental rates and (ii) the
property valued as if vacant. Management’s estimates of value are made using methods similar to
those used by independent appraisers (e.g., discounted cash flow analysis). Factors considered by
management in its analysis include an estimate of carrying costs during hypothetical expected
lease-up periods considering current market conditions, and costs to execute similar leases. We
also consider information obtained about each targeted facility as a result of our pre-acquisition
due diligence, marketing, and leasing activities in estimating the fair value of the tangible and
intangible assets acquired. In estimating carrying costs, management also includes real estate
taxes, insurance and other operating expenses and estimates of lost rentals at market rates during
the expected lease-up periods, which we expect to range primarily from three to 18 months,
depending on specific local market conditions. Management also estimates costs to execute similar
leases including leasing commissions, legal costs, and other related expenses to the extent that
such costs are not already incurred in connection with a new lease origination as part of the
transaction.
The total amount of other intangible assets to be acquired, if any, is further allocated to
in-place lease values and customer relationship intangible values based on management’s evaluation
of the specific characteristics of each prospective tenant’s lease and our overall relationship
with that tenant. Characteristics to be considered by management in allocating these values include
the nature and extent of our existing business relationships with the tenant, growth prospects for
developing new business with the tenant, the tenant’s credit quality, and expectations of lease
renewals, including those existing under the terms of the lease agreement, among other factors.
We amortize the value of in-place leases to expense over the initial term of the respective leases,
which range primarily from 10 to 15 years. The value of customer relationship intangibles is
amortized to expense over the initial term and any renewal periods in the respective leases, but in
no event will the amortization period for intangible assets exceed the remaining depreciable life
of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease
value and customer relationship intangibles would be charged to expense.
Accounting for Derivative Financial Investments and Hedging Activities. We expect to account for
our derivative and hedging activities, if any, using SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 149, which requires all
derivative instruments to be carried at fair value on the balance sheet.
Derivative instruments designated in a hedge relationship to mitigate exposure to variability in
expected future cash flows, or other types of forecasted transactions, are considered cash flow
hedges. We expect to formally document all relationships between hedging instruments and hedged
items, as well as our risk-management objective and strategy for undertaking each hedge
transaction. We plan to review periodically the effectiveness of each hedging transaction, which
involves estimating future cash flows. Cash flow hedges, if any, will be accounted for by recording
the fair value of the derivative instrument on the balance sheet as either an asset or liability,
with a corresponding amount recorded in other comprehensive income within stockholders’ equity.
Amounts will be reclassified from other comprehensive income to the income statement in the period
or periods the hedged forecasted transaction affects earnings. Derivative instruments designated in
a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or
firm commitment attributable to a particular risk, which we expect to affect the Company primarily
in the form of interest rate risk or variability of interest rates, are considered fair value
hedges under SFAS No. 133. We are not currently a party to any derivatives contracts designated as
cash flow hedges.
In 2006, we entered into derivative contracts as part of our offering of Exchangeable Senior Notes
(the “exchangeable notes”). The contracts are generally termed “capped call” or “call spread”
contracts. These contracts are financial instruments which are separate from the exchangeable notes
themselves, but affect the overall potential number of shares which will be issued by us to satisfy
the conversion feature in the exchangeable notes. The
11
exchangeable notes can be exchanged into shares of our common stock when our stock price exceeds
$16.55 per share, which is the equivalent of 60.3346 shares per $1,000 note. The number of shares
actually issued upon conversion will be equivalent to the amount by which our stock price exceeds
$16.55 times the 60.3346 conversion rate. The “capped call” transaction allows us to effectively
increase that exchange price from $16.55 to $18.94. Therefore, our shareholders will not experience
dilution of their shares from any settlement or conversion of the exchangeable notes until the
price of our stock exceeds $18.94 per share rather than $16.55 per share. When evaluating this
transaction, we have followed the guidance in Emerging Issues Task Force (EITF) No. 00-19
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s
Own Stock. EITF No. 00-19 requires that contracts such as this “capped call” which meet certain
conditions must be accounted for as permanent adjustments to equity rather than periodically
adjusted to their fair value as assets or liabilities. We have evaluated the terms of these
contracts and recorded this “capped call” as a permanent adjustment to stockholders’ equity in
2006.
The exchangeable notes themselves also contain the conversion feature described above. SFAS No. 133
also states that certain “embedded” derivative contracts must follow the guidance of EITF No. 00-19
and be evaluated as though they also were a “freestanding” derivative contract. Embedded derivative
contracts such the conversion feature in the notes should not be treated as a financial instrument
separate from the note if it meets certain conditions in EITF No. 00-19. We have evaluated the
conversion feature in the exchangeable notes and have determined that it should not be reported
separately from the debt.
Variable Interest Entities. In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. In December 2003, the FASB issued a revision to FIN
46, which is termed FIN 46(R). FIN 46(R) clarifies the application of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, and provides guidance on the identification of entities
for which control is achieved through means other than voting rights, guidance on how to determine
which business enterprise should consolidate such an entity, and guidance on when it should do so.
This model for consolidation applies to an entity in which either (1) the equity investors (if any)
do not have a controlling financial interest or (2) the equity investment at risk is insufficient
to finance that entity’s activities without receiving additional subordinated financial support
from other parties. An entity meeting either of these two criteria is a variable interest entity,
or VIE. A VIE must be consolidated by any entity which is the primary beneficiary of the VIE. If
an entity is not the primary beneficiary of the VIE, the VIE is not consolidated. We periodically
evaluate the terms of our relationships with our tenants and borrowers to determine whether we are
the primary beneficiary and would therefore be required to consolidate any tenants or borrowers
that are VIEs. Our evaluations of our transactions indicate that we have loans receivable from two
entities which we classify as VIEs. However, because we are not the primary beneficiary of these
VIEs, we do not consolidate these entities in our financial statements.
Stock-Based Compensation. Prior to 2006, we used the intrinsic value method to account for the
issuance of stock options under our equity incentive plan in accordance with APB Opinion No. 25,
Accounting for Stock Issued to Employees. SFAS No. 123(R) became effective for our annual and
interim periods beginning January 1, 2006, but had no material effect on the results of our
operations. During the three month period ended March 31, 2007, we recorded $795,000 of expense
for share based compensation, related to grants of restricted common stock. In 2006, we also
granted performance based restricted share awards. Because these awards will vest based on the
Company’s performance, we must evaluate and estimate the probability of achieving those performance
targets. Any changes in these estimates and probabilities must be recorded in the period when they
are changed. During 2006, we awarded 105,375 shares of restricted stock which are based solely on
performance criteria over the next five years. We expect that there may be additional share based
awards which will vest based on the performance rather than service criteria.
LIQUIDITY AND CAPITAL RESOURCES
As of
May 1, 2007, we have approximately $18.0 million in cash and cash equivalents.
From the time of our initial capitalization in April 2004 through completion of our 2007 follow-on
offering, we have sold approximately 48.0 million shares of common stock and realized net
proceeds of approximately
12
$494.5 million. We have also issued $125.0 million in fixed rate term notes and $138.0 million in
fixed rate exchangeable notes. At May 1, 2007, we have in place a $150.0 million secured revolving
credit facility with an available borrowing base of approximately $85.6 million (with availability
on May 1, 2007, of approximately $70 million).
We have substantially used this equity and debt capital to acquire and develop healthcare real
estate, fund mortgage loans and fund other loans to healthcare operators. We believe our present
capitalization provides sufficient liquidity and resources to continue executing our business plan
for the foreseeable future.
Short-term Liquidity Requirements: We believe that our existing cash and temporary investments,
funds available under our existing loan agreements, additional financing arrangements and cash from
operations will be sufficient for us to acquire at least $200 million in additional assets, provide
for working capital, and make required distributions to our stockholders through the remainder of
2007. We expect that such additional financing arrangements will include various types of new debt,
including long-term, fixed-rate mortgage loans, variable-rate term loans, and construction
financing facilities. Generally, we believe we will be able to finance up to approximately 50-60%
of the cost of our healthcare facilities; however, there is no assurance that we will be able to
obtain or maintain those levels of debt on our portfolio of real estate assets on favorable terms
in the future.
Long-term Liquidity Requirements: We believe that cash flow from operating activities subsequent
to 2007 will be sufficient to provide adequate working capital and make required distributions to
our stockholders in compliance with our requirements as a REIT. However, in order to continue
acquisition and development of healthcare facilities after 2007, we will require access to more
permanent external capital, including equity capital. If equity capital is not available at a price
that we consider appropriate, we may increase our debt, selectively dispose of assets, utilize
other forms of capital, if available, or reduce our acquisition activity.
In the first quarter of 2007, we sold 9.2 million shares of common stock and realized net proceeds
of $136.1 million. Concurrently, the underwriters borrowed from third parties and sold 3 million
shares of our common stock in connection with forward sale agreements between us and affiliates of
the underwriters. We did not receive any proceeds from the sale of shares of our common stock by
the forward purchasers. We expect to settle the forward sale agreements and receive proceeds,
subject to certain adjustments, from the sale of those shares upon one or more future physical
settlements of the forward sale agreements on a date or dates specified by us by February 28, 2008.
The forward sale arrangements allow us to take down the proceeds as needed at a pre-determined
price, but without immediately diluting our existing shares.
Results of Operations
Three months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
Net income for the three months ended March 31, 2007, was $10,203,952 compared to net income of
$7,977,610 for the three months ended March 31, 2006, a 27.9% increase.
A comparison of revenues for the three month periods ended March 31, 2007 and 2006, is as follows,
as adjusted in 2006 for discontinued operations:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year over |
|
| |
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
Year |
|
| |
|
2007 |
|
|
Total |
|
|
2006 |
|
|
Total |
|
|
Change |
|
Base rents |
|
$ |
11,647,181 |
|
|
|
64.5 |
% |
|
$ |
6,583,219 |
|
|
|
61.2 |
% |
|
|
76.9 |
% |
Straight-line rents |
|
|
683,950 |
|
|
|
3.8 |
% |
|
|
998,307 |
|
|
|
9.3 |
% |
|
|
(31.5 |
%) |
Percentage rents |
|
|
138,695 |
|
|
|
0.8 |
% |
|
|
640,708 |
|
|
|
6.0 |
% |
|
|
(78.4 |
%) |
Contingent rents |
|
|
151,840 |
|
|
|
0.8 |
% |
|
|
43,292 |
|
|
|
0.4 |
% |
|
|
250.7 |
% |
Fee income |
|
|
84,858 |
|
|
|
0.5 |
% |
|
|
54,756 |
|
|
|
0.5 |
% |
|
|
55.0 |
% |
Interest from loans |
|
|
5,351,824 |
|
|
|
29.6 |
% |
|
|
2,437,390 |
|
|
|
22.6 |
% |
|
|
119.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
18,058,348 |
|
|
|
100.0 |
% |
|
$ |
10,757,672 |
|
|
|
100.0 |
% |
|
|
67.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Revenue of $18,058,348 in the three months ended March 31, 2007, was comprised of rents (69.9%) and
interest from loans and fee income (30.1%). In the first quarter of 2007, we owned 20 rent
producing properties compared to 14 in the first quarter of 2006, which accounted for the increase
in base rents. While minimum guaranteed base rent increases are included in straight-line rents,
any amounts in excess of these minimums are recorded as contingent rent. The sale of the
Victorville and Chino facilities and the related funding of mortgage loans in the first quarter of
2007 required the reversal of previously recorded non-cash straight-line rent receivable of
approximately $1.25 million. During the first quarter of 2007, we received percentage rents of
approximately $139,000 from Vibra, a $502,000 decrease from the first quarter of 2006, which is
related to revisions and extensions of certain leases and loans with Vibra. Interest income from
loans in the quarter ended March 31, 2007 compared to the same period in 2006 increased due to
origination of four additional mortgage loans totaling $185,000,000 in the third quarter of 2006 and
the first quarter of 2007. Vibra accounted for 36.6% and 64.3% of our gross revenues during the
three months ended March 31, 2007 and 2006, respectively, and
affiliates of Prime accounted for 19.6% and 18.8% of total revenue, respectively.
We expect our revenue to continue to increase in future quarters as a result of expected
acquisitions and completion of projects currently under development. We also expect that the
relative portion of our revenue that is paid by Vibra will continue to decline as a result of
continued tenant diversification.
Depreciation and amortization during the first quarter of 2007, was $2,539,865, compared to
$1,434,562, during first quarter of 2006, a 77.1% increase. All of this increase is related to an
increase in the number of rent producing properties from 14 in the first quarter of 2006 to 20 in
the first quarter 2007. We expect our depreciation and amortization expense to continue to
increase commensurate with our acquisition and development activity.
General and administrative expenses in the first quarters of 2007 and 2006 totaled $4,637,681, and
$2,516,171, respectively, an increase of 84.3%. During the first quarter of 2007, our Board’s
Compensation Committee established new criteria for annual and other compensation of executive
officers to recognize our superior total return to shareholders since our July, 2005 initial public
offering including total return in 2006 of approximately 69%. This resulted in total cash bonuses to our officers of
approximately $2.1 million compared to zero that was recorded as expense in the first quarter of
2006. This difference represents all of the change from 2006 to 2007. Based on the Compensation
Committee’s new criteria, management estimates that expense for similar items will be approximately $525,000 in each of the second
through fourth quarters of 2007.
Interest paid for the quarters ended March 31, 2007 and 2006, totaled $5,351,450 and $1,419,040,
respectively. Capitalized interest for the quarters ended March 31, 2007 and 2006, totaled
$967,303 and $1,129,417, respectively, resulting in interest expense (which includes amortized
financing costs) for the quarter ended March 31, 2007 of $5,013,234. All interest expense for the
quarter ended March 31, 2006 was capitalized as cost of development projects. Interest paid
increased due to larger debt balances in 2007 compared to 2006. Capitalized interest decreased due
to our one development under construction of $20.7 million at March 31, 2007, compared to three
developments under construction totaling $72.6 million at March 31, 2006.
Discontinued Operations
In 2006, the Company terminated leases for a hospital and medical office building (“MOB”) complex
and re-possessed the real estate. In January, 2007, the Company sold the hospital and MOB complex
for a sales price of approximately $71.7 million and recorded a gain of approximately $4.1 million,
which is reported in results from discontinued operations. During the period from the lease
termination to the date of sale, the hospital was leased to and operated by a third party operator
under contract to the hospital. The Company has substantially funded through loans the working
capital requirements of the operator pending the operator’s collection of patient receivables from
Medicare and other third party payors. The accompanying financial statements include provisions to
reduce such loans to their net realizable value.
Reconciliation of Non-GAAP Financial Measures
Investors and analysts following the real estate industry utilize funds from operations, or FFO, as
a supplemental performance measure. While we believe net income available to common stockholders,
as defined by generally
14
accepted accounting principles (GAAP), is the most appropriate measure, our management considers
FFO an appropriate supplemental measure given its wide use by and relevance to investors and
analysts. FFO, reflecting the assumption that real estate asset values rise or fall with market
conditions, principally adjusts for the effects of GAAP depreciation and amortization of real
estate assets, which assume that the value of real estate diminishes predictably over time.
As defined by the National Association of Real Estate Investment Trusts, or NAREIT, FFO represents
net income (loss) (computed in accordance with GAAP), excluding gains (losses) on sales of real
estate, plus real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. We compute FFO in accordance with the NAREIT
definition. FFO should not be viewed as a substitute measure of the Company’s operating
performance since it does not reflect either depreciation and amortization costs or the level of
capital expenditures and leasing costs necessary to maintain the operating performance of our
properties, which are significant economic costs that could materially impact our results of
operations.
The following table presents a reconciliation of FFO to net income for the three months ended March
31, 2007 and 2006:
| |
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended |
|
| |
|
March 31, |
|
| |
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
10,203,952 |
|
|
$ |
7,977,610 |
|
Depreciation and amortization |
|
|
2,539,865 |
|
|
|
1,434,562 |
|
Gain on sale of real estate |
|
|
(4,061,626 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Funds from operations — FFO |
|
$ |
8,682,191 |
|
|
$ |
9,412,172 |
|
|
|
|
|
|
|
|
Per diluted share amounts:
| |
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended |
|
| |
|
March 31, |
|
| |
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
0.24 |
|
|
$ |
0.20 |
|
Depreciation and amortization |
|
|
0.06 |
|
|
|
0.04 |
|
Gain on sale of real estate, net of
discontinued health care operations and
minority interests |
|
|
(.10 |
) |
|
|
— |
|
|
|
|
|
|
|
|
Funds from operations — FFO |
|
$ |
0.20 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
Distribution Policy
We have elected to be taxed as a REIT commencing with our taxable year that began on April 6, 2004
and ended on December 31, 2004. To qualify as a REIT, we must meet a number of organizational and
operational requirements, including a requirement that we distribute at least 90% of our REIT
taxable income, excluding net capital gain, to our stockholders.
The table below is a summary of our distributions paid or declared during the two year period ended
March 31, 2007:
15
| |
|
|
|
|
|
|
|
|
| Declaration Date |
|
Record Date |
|
Date of Distribution |
|
Distribution per Share |
February 15, 2007
|
|
March 29, 2007
|
|
April 12, 2007
|
|
$ |
0.27 |
|
November 16, 2006
|
|
December 14, 2006
|
|
January 11, 2007
|
|
$ |
0.27 |
|
August 18, 2006
|
|
September 14, 2006
|
|
October 12, 2006
|
|
$ |
0.26 |
|
May 18, 2006
|
|
June 15, 2006
|
|
July 13, 2006
|
|
$ |
0.25 |
|
February 16, 2006
|
|
March 15, 2006
|
|
April 12, 2006
|
|
$ |
0.21 |
|
November 18, 2005
|
|
December 15, 2005
|
|
January 19, 2006
|
|
$ |
0.18 |
|
August 18, 2005
|
|
September 15, 2005
|
|
September 29, 2005
|
|
$ |
0.17 |
|
May 19, 2005
|
|
June 20, 2005
|
|
July 14, 2005
|
|
$ |
0.16 |
|
March 4, 2005
|
|
March 16, 2005
|
|
April 15, 2005
|
|
$ |
0.11 |
|
We intend to pay to our stockholders, within the time periods prescribed by the Code, all or
substantially all of our annual taxable income, including taxable gains from the sale of real
estate and recognized gains on the sale of securities. It is our policy to make sufficient cash
distributions to stockholders in order for us to maintain our status as a REIT under the Code and
to avoid corporate income and excise tax on undistributed income.
16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange
rates, commodity prices, equity prices and other market changes that affect market sensitive
instruments. In pursuing our business plan, we expect that the primary market risk to which we will
be exposed is interest rate risk.
In addition to changes in interest rates, the value of our facilities will be subject to
fluctuations based on changes in local and regional economic conditions and changes in the ability
of our tenants to generate profits, all of which may affect our ability to refinance our debt if
necessary. The changes in the value of our facilities would be reflected also by changes in “cap”
rates, which is measured by the current base rent divided by the current market value of a
facility.
If market rates of interest on our variable rate debt increase by 1%, the increase in annual
interest expense on our variable rate debt would decrease future earnings and cash flows by
approximately $150,000 per year. If market rates of interest on our variable rate debt decrease by
1%, the decrease in interest expense on our variable rate debt would increase future earnings and
cash flows by approximately $150,000 per year. This assumes that the amount outstanding under our
variable rate debt remains approximately $15.0 million, the balance at May 1, 2007.
We currently have no assets denominated in a foreign currency, nor do we have any assets located
outside of the United States. We also have no exposure to derivative financial instruments.
Our exchangeable notes are exchangeable into 60.3346 shares of our stock for each $1,000 note. This
equates to a conversion price of $16.57 per share. This conversion price adjusts based on a formula
which considers increases to our dividend subsequent to the issuance of the notes in November,
2006. Our dividends declared since the notes we issued have adjusted our conversion price to
$16.55 per share. Future changes to the conversion price will depend on our level of dividends
which cannot be predicted at this time. Any adjustments for dividend increases until the notes are
settled in 2011 will affect the price of the notes and the number of shares for which they will
eventually be settled.
At the time we issued the exchangeable notes, we also entered into a capped call or call spread
transaction. The effect of this transaction was to increase the conversion price from $16.57 to
$18.94. As a result, our shareholders will not experience any dilution until our share price
exceeds $18.94. If our share price exceeds that price, the result would be that we would issue
additional shares of common stock. At a price of $20 per share, we would be required to issue an
additional 434,000 shares. At $25 per share, we would be required to issue an additional two
million shares.
17
Item 4. Controls and Procedures
We have adopted and maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
As required by Rule 13a-15(b), under the Securities Exchange Act of 1934, as amended, we have
carried out an evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the quarter covered
by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely alerting them to
material information required to be disclosed by the company in the reports that the Company files
with the SEC.
There has been no change in our internal control over financial reporting during our most recent
fiscal quarter that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
18
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1.A. Risk Factors
There have been no material changes to the Risk Factors as presented in our Annual Report on Form
10-K for the year ended December 31, 2006 as filed with the Commission on March 16, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits
The following exhibits are filed as a part of this report:
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
23.1
|
|
Consent of Independent Registered Public Accounting firm |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 |
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18
U.S.C. Section 1350 |
|
|
|
99.1
|
|
Consolidated Financial Statements of Vibra Healthcare, LLC as of December 31, 2006
Since Vibra Healthcare, LLC leases more than 20% of our properties under triple net leases,
the financial status of Vibra may be considered relevant to investors. The most recently available
financial statements for Vibra are attached as Exhibit 99.1 to this Quarterly Report on Form 10-Q.
We have not participated in the preparation of Vibra’s financial statements nor do we have the
right to dictate the form of any financial statements provided to us by Vibra. |
19
SIGNATURE
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.
| |
|
|
|
|
|
|
| |
|
MEDICAL PROPERTIES TRUST, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ R. Steven Hamner |
|
|
|
|
|
|
|
|
|
| |
|
R. Steven Hamner |
|
|
| |
|
Executive Vice President
and Chief Financial Officer
(On behalf of the Registrant and as the
Registrant’s Principal Financial and
Accounting Officer) |
|
|
|
|
|
|
|
|
|
Date: May 10, 2007 |
|
|
|
|
|
|
20
INDEX TO EXHIBITS
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
23.1
|
|
Consent of Independent Registered Public Accounting firm |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 |
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18
U.S.C. Section 1350 |
|
|
|
99.1
|
|
Consolidated Financial Statements of Vibra Healthcare, LLC as of December 31, 2006 |
21