MEDICAL PROPERTIES TRUST, INC.
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, 2007
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number
001-32559
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Maryland
(State or other jurisdiction
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20-0191742
(I. R. S. Employer |
of incorporation or organization )
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Identification No.) |
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1000 Urban Center Drive, Suite501 |
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Birmingham, AL
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35242 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
o |
|
Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425) |
|
o |
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Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
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Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o |
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Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On August 9, 2007, Medical Properties Trust, Inc. issued a press release announcing its financial
results for the quarter and six months ended June 30, 2007. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1
attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of that section or Sections11 and
12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be
deemed incorporated by reference in any filing of Medical Properties Trust, Inc. with the
Securities and Exchange Commission, except as expressly set forth by specific reference in any such
filing.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c)Exhibits:
|
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Exhibit Number |
|
Description |
99.1
|
|
Press release dated August 9, 2007
reporting financial results for the
quarter and six months ended June 30, 2007 |
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.
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MEDICAL PROPERTIES TRUST, INC.
(Registrant)
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By: |
/s/ R. Steven Hamner
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R. Steven Hamner |
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Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Date: August 9, 2007
3
INDEX TO EXHIBITS
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Exhibit Number |
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Description |
99.1
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|
Press release dated August 9, 2007
reporting financial results for the
quarter and six months ended June 30, 2007 |
4
EX-99.1 PRESS RELEASE DATED 8-9-07
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Contact:
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Charles Lambert
Finance Director
Medical Properties Trust
(205) 397-8897
clambert@medicalpropertiestrust.com |
MEDICAL PROPERTIES TRUST, INC.
REPORTS SECOND QUARTER 2007 RESULTS
Quarterly FFO from Continuing Operations Increases by 57% Year-over-Year to $0.33 per Share;
Expects to Make $117 Million, Three-Hospital Investment
Birmingham, Ala., August 9, 2007 Medical Properties Trust, Inc. (NYSE: MPW) today
announced its operating and other results for the quarter and six-months ended June 30, 2007.
HIGHLIGHTS
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|
Second quarter funds from operations (FFO) net of discontinued operations, was $0.33
per diluted share for the quarter ended June 30, 2007; |
|
|
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|
Income from continuing operations was $0.27 per diluted share in the second quarter; |
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|
Investments with a new tenant aggregating $117 million are expected to close
imminently, resulting in over $258 million in hospital real estate investments
year-to-date; |
|
|
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|
The second quarter dividend of $0.27 per common share that was declared on May 17, 2007
was paid to shareholders on July 12, 2007; |
|
|
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|
The Companys Board of Directors authorized a stock repurchase program covering up to
3,000,000 shares of the Companys common stock. |
MPT continued its impressive performance throughout and since the second quarter, said
Edward K. Aldag, Jr., MPTs chairman, president and CEO. Our FFO increased substantially and we
continued to expand and diversify our investments and tenant base. We expect to complete as early
as this week an acquisition and leaseback of three hospital campuses with a new tenant, and finance
several tracts of land on the campus of a fourth property in a series of transactions valued at
approximately $117 million. We have reduced our reliance on revenue from our one-time largest
tenant, Vibra Healthcare, from the same period last year of almost 64% to just over 28% this
period. We expect this trend to continue.
1
Our portfolio as a whole continues to show operating performance improvement, further
strengthening the financial position of MPT. We believe the current REIT market turmoil and credit
market tightening will provide strong opportunities for MPT. We look forward to the remaining part
of 2007 and into 2008.
OPERATING RESULTS
For the quarter ended June 30, 2007, FFO from continuing operations was $16.3 million, a 94%
increase compared to the $8.4 million of FFO from continuing operations in the corresponding period
in 2006. On a per diluted share basis, FFO was $0.33, which is an increase of 57% compared to FFO
per diluted share of $0.21 for the three months ending June 30, 2006. Second quarter income and
FFO included the effect of a $2.3 million ($0.05 per share) early payment penalty related to the
sale of Alliance hospital to an affiliate of Iasis Healthcare. In addition, MPT recorded charges
of approximately $2.0 million ($0.04 per share) related to the closure of a previously-sold
hospital, reflected in discontinued operations.
MPTs general and administrative expenses for the second quarter totaled approximately $3.0
million, or approximately 0.38 % of total assets and 12.3% of total revenue, as compared to the
full year 2006 G&A of 1.37% and 20.2%, respectively. Reported G&A includes approximately $800
thousand in non-cash share based compensation.
The weighted average shares outstanding for the second quarter 2007 increased to 49.3 million
compared to 39.8 million for the same period in 2006, a 24% increase due to the Companys follow-on
offering that was completed in the first quarter of 2007.
Net income for the quarter ended June 30, 2007 was $11.5 million compared to $7.9 million in
the same period in 2006, which is a 46% increase. On a per share basis, net income was $0.23 per
diluted share, compared to $0.20 per share in the same period in 2006, a 15% increase.
The reported results are unaudited and there can be no assurance that the results will not
vary from the final information for the quarter ended June 30, 2007. Non-GAAP financial measures
and other capitalized terms, as used in this earnings release, are defined and further explained in
the notes to the attached financial statements, also available on the Companys website at
www.medicalpropertiestrust.com.
SHARE REPURCHASE PLAN
MPT announced last week the implementation of a stock repurchase plan covering up to 3,000,000
shares of the Companys common stock. The entire market for REIT shares has been negatively
affected by market conditions in recent weeks,
2
Aldag noted. We believe shares of MPT are trading at prices substantially below the real
value of our company and they presently offer one of the most productive uses of our capital. We
intend to take full advantage of this opportunity as conditions are appropriate.
CONFERENCE CALL AND WEBCAST
The Company has scheduled a conference call and webcast for Thursday, August 9, 2007 at 11:00
a.m. Eastern Time in order to present the Companys performance and operating results for the
quarter and six-months ended June 30, 2007. The dial-in number for the conference call is
866-578-5771 (U.S.) and 617-213-8055 (International); the passcode for both numbers is 55779932.
Participants may also access the call via webcast at www.medicalpropertiestrust.com. A dial-in and
webcast replay of the call will be available shortly after completion of the call. Callers may
dial (888) 286-8010 (U.S.) or (617) 801-6888 (International), and use passcode is 52455920 for the
replay.
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 acute care hospitals, 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 including, but not
limited to, concerning the payment of future dividends, if any, timing and amount of future
acquisitions, completion of projects under development, acquisition of healthcare real estate,
completion of additional debt arrangements, the capacity of the Companys tenants to meet the terms
of their agreements, the level of acquisitions in 2007, the level of compensation and general and
administrative expense, the costs associated with the operations of facilities in discontinued
operations and the collection of receivables related to properties in discontinued operations.
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
express in or underlying such forward-looking statements, including without limitation: national
and economic, business, real estate and other market conditions; the competitive environment in
which the Company operations; the execution of the Companys business plan; financing risks; the
Companys ability to attain and maintain its status as a REIT for federal income tax purposes;
acquisition and development risks; potential environmental and other
3
liabilities; and other factors affecting the real estate industry generally or the healthcare real
estate in particular. For further discussion of the facts that could affect outcomes, please refer
to the Risk Factors section of the Companys Form 10-K for the year ended December 31, 2006 and
the 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.
# # #
4
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
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June 30, 2007 |
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|
December 31, 2006 |
|
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|
(Unaudited) |
|
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|
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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 |
|
$ |
482,279,348 |
|
|
$ |
437,367,722 |
|
Construction in progress |
|
|
362,243 |
|
|
|
57,432,264 |
|
Mortgage loans |
|
|
210,000,000 |
|
|
|
105,000,000 |
|
Real estate held for sale |
|
|
|
|
|
|
63,324,381 |
|
|
|
|
|
|
|
|
Gross investment in real estate assets |
|
|
692,641,591 |
|
|
|
663,124,367 |
|
Accumulated depreciation and amortization |
|
|
(15,407,604 |
) |
|
|
(12,056,422 |
) |
|
|
|
|
|
|
|
Net investment in real estate assets |
|
|
677,233,987 |
|
|
|
651,067,945 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
8,588,912 |
|
|
|
4,102,873 |
|
Interest and rent receivable |
|
|
9,338,364 |
|
|
|
11,893,513 |
|
Straight-line rent receivable |
|
|
16,726,141 |
|
|
|
12,686,976 |
|
Loans |
|
|
72,494,574 |
|
|
|
45,172,830 |
|
Other assets of discontinued operations |
|
|
5,254,170 |
|
|
|
6,890,919 |
|
Other assets |
|
|
13,170,964 |
|
|
|
12,941,689 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
802,807,112 |
|
|
$ |
744,756,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Debt |
|
$ |
279,851,471 |
|
|
$ |
304,961,898 |
|
Debt real estate held for sale |
|
|
|
|
|
|
43,165,650 |
|
Accounts payable and accrued expenses |
|
|
19,834,289 |
|
|
|
30,386,858 |
|
Deferred revenue |
|
|
18,526,442 |
|
|
|
14,615,609 |
|
Obligations to tenants |
|
|
8,247,801 |
|
|
|
6,853,759 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
326,460,003 |
|
|
|
399,983,774 |
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
74,982 |
|
|
|
1,051,835 |
|
|
|
|
|
|
|
|
|
|
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 - 39,585,510
shares at December 31, 2006, and
39,345,105 shares at December 31, 2005 |
|
|
48,986 |
|
|
|
39,586 |
|
Additional paid in capital |
|
|
494,295,184 |
|
|
|
356,678,018 |
|
Distributions in excess of net income |
|
|
(18,072,043 |
) |
|
|
(12,996,468 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
476,272,127 |
|
|
|
343,721,136 |
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
802,807,112 |
|
|
$ |
744,756,745 |
|
|
|
|
|
|
|
|
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
June 30, 2007 |
|
|
June 30, 2006 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent
billed |
|
$ |
11,486,993 |
|
|
$ |
7,558,318 |
|
|
$ |
23,303,496 |
|
|
$ |
14,825,537 |
|
Straight-line rent |
|
|
3,305,702 |
|
|
|
998,303 |
|
|
|
3,989,652 |
|
|
|
1,996,610 |
|
Interest and
fee income |
|
|
9,798,596 |
|
|
|
2,353,193 |
|
|
|
15,356,491 |
|
|
|
4,845,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
24,591,291 |
|
|
|
10,909,814 |
|
|
|
42,649,639 |
|
|
|
21,667,486 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization |
|
|
2,791,074 |
|
|
|
1,434,791 |
|
|
|
5,330,939 |
|
|
|
2,869,353 |
|
General and administrative |
|
|
3,021,472 |
|
|
|
2,838,447 |
|
|
|
7,659,152 |
|
|
|
5,354,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
5,812,546 |
|
|
|
4,273,238 |
|
|
|
12,990,091 |
|
|
|
8,223,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
18,778,745 |
|
|
|
6,636,576 |
|
|
|
29,659,548 |
|
|
|
13,443,515 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
99,506 |
|
|
|
321,786 |
|
|
|
277,719 |
|
|
|
574,065 |
|
Interest expense |
|
|
(5,381,638 |
) |
|
|
|
|
|
|
(10,394,872 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other income |
|
|
(5,282,132 |
) |
|
|
321,786 |
|
|
|
(10,117,153 |
) |
|
|
574,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
13,496,613 |
|
|
|
6,958,362 |
|
|
|
19,542,395 |
|
|
|
14,017,580 |
|
Income (loss) from discontinued operations |
|
|
(1,985,031 |
) |
|
|
956,709 |
|
|
|
2,173,139 |
|
|
|
1,875,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,511,582 |
|
|
$ |
7,915,071 |
|
|
$ |
21,715,534 |
|
|
$ |
15,892,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share amounts basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.27 |
|
|
$ |
0.18 |
|
|
$ |
0.42 |
|
|
$ |
0.35 |
|
Income (loss) from discontinued
operations |
|
|
(0.04 |
) |
|
|
0.02 |
|
|
|
0.05 |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.23 |
|
|
$ |
0.20 |
|
|
$ |
0.47 |
|
|
$ |
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding basic |
|
|
49,040,141 |
|
|
|
39,519,695 |
|
|
|
45,948,878 |
|
|
|
39,480,684 |
|
Weighted average shares
outstanding diluted |
|
|
49,293,328 |
|
|
|
39,757,723 |
|
|
|
46,155,705 |
|
|
|
39,633,158 |
|
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Reconciliation of Net Income to Funds From Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months |
|
|
|
For the Three Months |
|
|
For the Three Months |
|
|
For the Six Months |
|
|
Ended June 30, |
|
|
|
Ended June 30, 2007 |
|
|
Ended June 30, 2006 |
|
|
Ended June 30, 2007 |
|
|
2006 |
|
FFO information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,511,582 |
|
|
$ |
7,915,071 |
|
|
$ |
21,715,534 |
|
|
$ |
15,892,681 |
|
Gain on sale |
|
|
|
|
|
|
|
|
|
|
(4,061,626 |
) |
|
|
|
|
Depreciation and amortization |
|
|
2,791,074 |
|
|
|
1,434,791 |
|
|
|
5,330,939 |
|
|
|
2,869,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
|
14,302,656 |
|
|
|
9,349,862 |
|
|
|
22,984,847 |
|
|
|
18,762,034 |
|
(Income) loss from discontinued
operations |
|
|
1,985,031 |
|
|
|
(956,709 |
) |
|
|
1,888,487 |
|
|
|
(1,875,101 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from continuing operations |
|
$ |
16,287,687 |
|
|
$ |
8,393,153 |
|
|
$ |
24,873,334 |
|
|
$ |
16,886,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
per share, basic and diluted |
|
$ |
0.23 |
|
|
$ |
0.20 |
|
|
$ |
0.47 |
|
|
$ |
0.40 |
|
Gain on sale |
|
|
|
|
|
|
|
|
|
|
(0.09 |
) |
|
|
|
|
Depreciation and amortization |
|
|
0.06 |
|
|
|
0.04 |
|
|
|
0.12 |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
|
0.29 |
|
|
|
0.24 |
|
|
|
0.50 |
|
|
|
0.47 |
|
Income (loss) from discontinued
operations |
|
|
0.04 |
|
|
|
(0.03 |
) |
|
|
0.04 |
|
|
|
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from continuing operations |
|
$ |
0.33 |
|
|
$ |
0.21 |
|
|
$ |
0.54 |
|
|
$ |
0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 calculation 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
managements 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.
1