UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): AUGUST 9, 2005
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
COMMISSION FILE NUMBER 001-32559
MARYLAND 20-0191742
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification No.)
1000 URBAN CENTER DRIVE, SUITE 501
BIRMINGHAM, AL 35242
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(205) 969-3755
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 9, 2005, Medical Properties Trust, Inc. issued a press release
announcing its financial results for the quarter ended June 30, 2005. A copy of
the press release is filed as exhibit 99.1 to this report and is incorporated by
reference herein. The information in this Form 8-K and exhibit 99.1 attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such filing.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, CHANGE IN FISCAL
YEAR.
On August 8, 2005, the Company's Board of Directors amended the Bylaws of
the Company to provide that the 2005 annual meeting of stockholders shall be
held at such time and on such date during October 2005 as is determined by the
Board of Directors.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS:
EXHIBIT
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------------
3.1 Text of Amendment to Bylaws
99.1 Press release dated August 9, 2005 reporting financial results for the
quarter ended June 30, 2005
2
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.
(Registrant)
By: /s/ R. Steven Hamner
-------------------------------
R. Steven Hamner
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: August 9, 2005
3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------------
3.1 Text of Amendment to Bylaws
99.1 Press release dated August 9, 2005 reporting financial results for
the quarter ended June 30, 2005
4
EXHIBIT 3.1
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, CHANGE IN FISCAL YEAR
On August 8, 2005, the Company's Board of Directors resolved that
Section 1.01 of the Amended and Restated Bylaws of Medical Properties Trust,
Inc. be amended by deleting the proviso in the second sentence thereof and
inserting in lieu and instead thereof the following; "provided, however, that
the 2005 annual meeting shall be held at such time and on such date during
October 2005 as is determined by the Board of Directors."
MEDICAL PROPERTIES TRUST, INC. REPORTS RESULTS
FOR THE SECOND QUARTER ENDED JUNE 30, 2005
BIRMINGHAM, AL., August 9, 2005 - Medical Properties Trust, Inc. (NYSE:MPW)
today announced its operating and other results for the quarter ended June 30,
2005. Today's announcement is the first earnings report since MPT completed its
initial public offering of common stock and listed on the New York Stock
Exchange on July 7, 2005. During the first half of 2004, the Company was in its
formation stage and did not have significant operations; accordingly, year
earlier periods are not comparable and not included in today's announcement.
KEY DEVELOPMENTS:
o Net income for the quarter ended June 30, 2005 was $4.38
million or approximately $0.17 per diluted share, an increase
of approximately $0.03, or approximately 23% over 2005's first
quarter results.
o Funds from operations ("FFO") for the quarter were $5.35
million or approximately $0.20 per basic and diluted share, an
increase of approximately $0.04, or approximately 21% over
2005's first quarter results. FFO is a non-GAAP financial
measure within the meaning of the rules of the Securities and
Exchange Commission. Management considers FFO a useful
additional measure of performance for an equity REIT because
it facilitates an understanding of the operating performance
of the Company's properties without giving effect to
depreciation and amortization, which assume that the value of
real estate diminishes predictably over time. A reconciliation
of this non-GAAP financial measure to net income is included
in the accompanying financial tables.
o For each of the four calendar quarters in the period ended
June 30, 2005, the Company paid dividends of $0.10, $0.11,
$0.11, and $0.16, respectively. The Company expects to
continue declaring quarterly dividends generally in the second
month of each calendar quarter. MPT's Board is expected to
consider payment of 2005's third quarter dividend at its next
regular meeting.
o In the 12 months ended June 30, 2005, MPT has closed on
existing and development healthcare assets with an aggregate
investment amount of approximately $363 million. Management is
presently negotiating the acquisition of approximately $58
million in existing healthcare facilities and $72 million in
development projects, all of which it expects to close in the
second half of 2005. In addition, management is in earlier
stages of negotiation on other existing facilities, and
expects to close approximately $50 million of these properties
in the second half of 2005.
o The Company completed its initial public offering of common
stock and received net proceeds of approximately $129 million.
With this issuance of shares, MPT's total equity market
capitalization based on NYSE trading on Tuesday, August 9 was
approximately $390 million, making it one of the largest REITs
to focus primarily on hospital real estate.
MPT's Chairman, President and CEO, Edward K. Aldag, Jr. commented on the recent
activities, "July's IPO was a significant step in MPT's short history. In little
more than a year since our April 2004 private offering, we have made and
committed to make over $400 million in healthcare real estate investments. The
average cash yield on these investments approximates 10.3% and will increase in
each year of our leases. As we place debt on these properties, we can expect to
earn leveraged returns exceeding 13 - 14%."
Aldag added his appreciation for IPO bookrunner and lead underwriter Friedman
Billings Ramsey, "Eric Billings and FBR have supported MPT since its inception.
I am very thankful for the confidence they have shown in MPT over the last three
years. I am also very thankful for the other underwriters involved in our IPO,
JP Morgan, Wachovia Securities and Stifel, Nicolaus & Company. The quality of
this underwriting group is extremely impressive and we are honored to have had
them all involved."
FUTURE OPERATIONS:
Based on management's estimates of acquisitions in 2005's second half (described
above), the Company presently expects net income for the second half of 2005 to
range between $0.32 and $0.36 per diluted common share, and FFO to range between
$0.36 and $0.41 per share. Over the course of calendar year 2006, management
expects to acquire between $200 and $300 million of healthcare real estate. The
Company's estimates of future results are based upon management's present
estimates of acquisitions, and there is no assurance that some or any of the
anticipated acquisitions will occur.
Management expects to close a $100 million revolving credit facility in late
August to replace an existing $75 million facility; in addition, MPT has
approximately $43 million in available credit pursuant to a construction loan.
Taking into account MPT's existing debt and cash balances, the Company has
liquidity in excess of $230 million. Aldag commented on MPT's resources, "In
addition to the $230 million available to us, we expect to have additional
borrowing capacity of approximately $175 million, which provides aggregate
resources to invest of over $400 million in new acquisitions and in facilities
currently under development. We continue to see a strong pipeline of quality
projects across the country that meet MPT's underwriting and yield
requirements."
The Company also announced that its 2005 Annual Meeting of Stockholders will be
held on October 12, 2005 at 10:00 a.m., Central Time in Birmingham, Alabama.
CONFERENCE CALL AND WEBCAST
The Company has scheduled a conference call and webcast for Wednesday, August
10, 2005 at 10:00 a.m. Eastern Time in order to present the Company's
performance and operating results for the quarter ended June 30, 2005. The
dial-in number for the conference call is (877) 407-9205 (U.S.) and (201)
689-8054 (International). Participants may also access the call via webcast at
www.medicalpropertiestrust.com. A webcast
replay of the call will be available from shortly after completion through
August 17, 2005.
ABOUT MEDICAL PROPERTIES TRUST, INC.
Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real
estate investment trust formed to capitalize on the changing trends in
healthcare delivery by acquiring and developing net-leased healthcare
facilities. These facilities include inpatient rehabilitation hospitals,
long-term acute care hospitals, regional and community hospitals, women's and
children's hospitals, skilled nursing facilities, ambulatory surgery centers,
and other single-discipline healthcare facilities, such as heart hospitals,
orthopedic hospitals and cancer centers.
The statements in this press release that are forward looking are based on
current expectations and actual results or future events may differ materially.
Words such as "expects," "believes," "anticipates," "intends," "will," "should"
and variations of such words and similar expressions are intended to identify
such forward-looking statements, which include statements concerning the payment
of future dividends, if any, completion of projects under development,
acquisition of healthcare real estate, completion of a $100 million revolving
line of credit, completion of additional debt arrangements increases in cash
yields, leveraged returns, net income per share and FFO per share in the second
half of 2005, and resources available for investment. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results of the Company or future events to differ
materially from those expressed in or underlying such forward-looking
statements, including without limitation: 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; the Company's ability to attain and maintain its status as a REIT for
federal income tax purposes; acquisition and development risks; potential
environmental and other liabilities; and other factors affecting the real estate
industry generally or the healthcare real estate industry in particular. For
further discussion of the facts that could affect outcomes, please refer to the
"Risk Factors" section of the Company's final prospectus for its initial public
offering. Except as otherwise required by the federal securities laws, the
Company undertakes no obligation to update the information in this press
release.
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, December 31,
2005 2004
-------------- --------------
ASSETS (Unaudited)
Real estate assets
Land $ 13,491,429 $ 10,670,000
Buildings and improvements 166,572,054 111,387,232
Construction in progress 50,529,769 24,318,098
Intangible lease assets 7,558,712 5,314,963
-------------- --------------
Gross investment in real estate assets 238,151,964 151,690,293
Accumulated depreciation (2,927,987) (1,311,757)
Accumulated amortization (366,886) (166,713)
-------------- --------------
Net investment in real estate assets 234,857,091 150,211,823
Cash and cash equivalents 34,357,866 97,543,677
Interest and rent receivable 1,195,299 419,776
Unbilled rent receivable 7,458,980 3,206,853
Loans 48,498,111 50,224,069
Other assets 7,377,045 4,899,865
-------------- --------------
TOTAL ASSETS $ 333,744,392 $ 306,506,063
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Long-term debt $ 73,204,167 $ 56,000,000
Accounts payable and accrued expenses 11,596,030 10,903,025
Deferred revenue 6,418,038 3,578,229
Lease deposit 7,728,195 3,296,365
-------------- --------------
Total liabilities 98,946,430 73,777,619
-------------- --------------
Minority interests 2,137,500 1,000,000
Stockholders' equity
Preferred stock, $0.001 par value. Authorized 10,000,000
shares; no shares outstanding -- --
Common stock, $0.001 par value. Authorized 100,000,000
shares; issued and outstanding - 26,164,862 shares at June
30, 2005, and 28,082,862 shares at December 31, 2004 26,088 26,083
Additional paid in capital 233,678,160 233,626,690
Accumulated deficit (1,043,786) (1,924,329)
-------------- --------------
Total stockholders' equity 232,660,462 231,728,444
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 333,744,392 $ 306,506,063
============== ==============
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the Three For the Six
Months Ended Months Ended
---------------- ----------------
June 30, 2005 June 30, 2005
---------------- ----------------
REVENUES
Rent billed $ 4,661,068 $ 8,554,651
Unbilled rent 1,432,298 2,777,739
Interest income from loans 1,117,151 2,329,189
---------------- ----------------
Total revenues 7,210,517 13,661,579
EXPENSES
Real estate depreciation and amortization 973,996 1,816,403
General and administrative 1,383,807 3,105,151
---------------- ----------------
Total operating expenses 2,357,803 4,921,554
---------------- ----------------
Operating income 4,852,714 8,740,025
OTHER INCOME (EXPENSE)
Interest income 358,214 741,986
Interest expense (831,117) (1,542,266)
---------------- ----------------
Net other expense (472,903) (800,280)
---------------- ----------------
NET INCOME (LOSS) $ 4,379,811 $ 7,939,745
================ ================
NET INCOME (LOSS) PER SHARE, BASIC $ 0.17 $ 0.30
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 26,096,021 26,096,813
NET INCOME (LOSS) PER SHARE, DILUTED $ 0.17 $ 0.30
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 26,105,844 26,105,844
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS
(Unaudited)
For the Three For the Six
Months Ended Months Ended
June 30, 2005 June 30, 2005
------------- -------------
FFO INFORMATION
Net income $ 4,379,811 $ 7,939,745
Depreciation and amortization 973,996 1,816,403
------------- -------------
Funds from operations $ 5,353,807 $ 9,756,148
============= =============
PER SHARE DATA:
FFO per share, basic $ 0.20 $ 0.37
============= =============
FFO per share, diluted $ 0.20 $ 0.37
============= =============
Funds from operations, or FFO, represents net income (computed in accordance
with GAAP), excluding gains (or losses) from sales of property, plus real estate
related depreciation and amortization (excluding amortization of loan
origination costs) and after adjustments for unconsolidated partnerships and
joint ventures. Management considers funds from operations a useful additional
measure of performance for an equity REIT because it facilitates an
understanding of the operating performance of our properties without giving
effect to real estate depreciation and amortization, which assumes that the
value of real estate assets diminishes predictably over time. Since real estate
values have historically risen or fallen with market conditions, we believe that
funds from operations provides a meaningful supplemental indication of our
performance. We compute funds from operations in accordance with standards
established by the Board of Governors of the National Association of Real Estate
Investment Trusts, or NAREIT, in its March 1995 White Paper (as amended in
November 1999 and April 2002), which may differ from the methodology for
calculating funds from operations utilized by other equity REITs and,
accordingly, may not be comparable to such other REITs. FFO does not represent
amounts available for management's discretionary use because of needed capital
replacement or expansion, debt service obligations, or other commitments and
uncertainties, nor is it indicative of funds available to fund our cash needs,
including our ability to make distributions. Funds from operations should not be
considered as an alternative to net income (loss) (computed in accordance with
GAAP) as indicators of our financial performance or to cash flow from operating
activities (computed in accordance with GAAP) as an indicator of our liquidity.
