UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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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 June 30, 2018
OR
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☐ |
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
Commission file number 333-177186
MEDICAL PROPERTIES TRUST, INC.
MPT OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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MARYLAND DELAWARE |
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20-0191742 20-0242069 |
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(State or other jurisdiction of incorporation or organization) |
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(I. R. S. Employer Identification No.) |
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1000 URBAN CENTER DRIVE, SUITE 501 BIRMINGHAM, AL |
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35242 |
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(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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ (Medical Properties Trust, Inc. only) |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ (MPT Operating Partnership, L.P. only) |
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Smaller reporting company |
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☐ |
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(Do not check if a smaller reporting company) |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 3, 2018, Medical Properties Trust, Inc. had 364,858,202 shares of common stock, par value $0.001, outstanding.
This report combines the Quarterly Reports on Form 10-Q for the three and six months ended June 30, 2018 of Medical Properties Trust, Inc., a Maryland corporation, and MPT Operating Partnership, L.P., a Delaware limited partnership, through which Medical Properties Trust, Inc. conducts substantially all of its operations. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “Medical Properties,” “MPT,” or “the company” refer to Medical Properties Trust, Inc. together with its consolidated subsidiaries, including MPT Operating Partnership, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “our operating partnership” or “the operating partnership” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries.
MEDICAL PROPERTIES TRUST, INC. AND MPT OPERATING PARTNERSHIP, L.P.
AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED June 30, 2018
2
PART I — FINANCIAL INFORMATION
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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June 30, 2018 |
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December 31, 2017 |
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(In thousands, except per share amounts) |
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(Unaudited) |
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(Note 2) |
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Assets |
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Real estate assets |
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Land, buildings and improvements, intangible lease assets, and other |
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$ |
4,671,829 |
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$ |
5,797,605 |
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Real estate held for sale |
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1,263,257 |
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146,615 |
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Mortgage loans |
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1,686,866 |
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1,778,316 |
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Net investment in direct financing leases |
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688,427 |
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698,727 |
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Gross investment in real estate assets |
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8,310,379 |
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8,421,263 |
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Accumulated depreciation and amortization |
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(419,061 |
) |
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(455,712 |
) |
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Net investment in real estate assets |
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7,891,318 |
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7,965,551 |
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Cash and cash equivalents |
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146,569 |
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171,472 |
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Interest and rent receivables |
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85,181 |
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78,970 |
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Straight-line rent receivables |
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215,297 |
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185,592 |
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Other loans |
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147,855 |
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150,209 |
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Other assets |
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470,604 |
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468,494 |
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Total Assets |
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$ |
8,956,824 |
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$ |
9,020,288 |
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Liabilities and Equity |
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Liabilities |
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Debt, net |
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$ |
4,864,261 |
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$ |
4,898,667 |
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Accounts payable and accrued expenses |
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204,505 |
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211,188 |
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Deferred revenue |
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14,133 |
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18,178 |
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Lease deposits and other obligations to tenants |
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28,470 |
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57,050 |
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Total liabilities |
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5,111,369 |
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5,185,083 |
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Equity |
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Preferred stock, $0.001 par value. Authorized 10,000 shares; no shares outstanding |
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— |
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— |
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Common stock, $0.001 par value. Authorized 500,000 shares; issued and outstanding — 364,731 shares at June 30, 2018 and 364,424 shares at December 31, 2017 |
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365 |
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364 |
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Additional paid-in capital |
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4,338,798 |
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4,333,027 |
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Distributions in excess of net income |
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(464,784 |
) |
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(485,932 |
) |
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Accumulated other comprehensive loss |
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(42,353 |
) |
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(26,049 |
) |
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Treasury shares, at cost |
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(777 |
) |
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(777 |
) |
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Total Medical Properties Trust, Inc. Stockholders’ Equity |
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3,831,249 |
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3,820,633 |
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Non-controlling interests |
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14,206 |
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14,572 |
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Total Equity |
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3,845,455 |
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3,835,205 |
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Total Liabilities and Equity |
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$ |
8,956,824 |
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$ |
9,020,288 |
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See accompanying notes to condensed consolidated financial statements.
3
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Net Income
(Unaudited)
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For the Three Months Ended June 30, |
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For the Six Months Ended June 30, |
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(In thousands, except per share amounts) |
2018 |
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2017 |
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2018 |
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2017 |
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Revenues |
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Rent billed |
$ |
122,827 |
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$ |
103,447 |
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$ |
250,838 |
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$ |
200,210 |
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Straight-line rent |
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15,073 |
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16,277 |
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30,864 |
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29,056 |
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Income from direct financing leases |
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18,934 |
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18,312 |
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36,615 |
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36,192 |
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Interest and fee income |
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45,068 |
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28,771 |
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88,631 |
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57,746 |
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Total revenues |
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201,902 |
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166,807 |
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406,948 |
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323,204 |
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Expenses |
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Interest |
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58,126 |
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39,710 |
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115,149 |
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77,739 |
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Real estate depreciation and amortization |
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34,466 |
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29,493 |
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70,268 |
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57,079 |
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Property-related |
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1,920 |
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1,153 |
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4,104 |
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2,481 |
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General and administrative |
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19,552 |
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15,079 |
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37,370 |
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28,276 |
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Acquisition costs |
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411 |
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10,806 |
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411 |
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13,562 |
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Total expenses |
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114,475 |
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96,241 |
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227,302 |
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179,137 |
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Other income (expense) |
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Gain on sale of real estate, net |
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24,151 |
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— |
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25,618 |
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7,413 |
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Debt refinancing costs |
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— |
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(751 |
) |
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— |
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(14,380 |
) |
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Other |
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2,002 |
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3,367 |
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534 |
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5,134 |
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Total other income (expense) |
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26,153 |
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2,616 |
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26,152 |
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(1,833 |
) |
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Income before income tax |
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113,580 |
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73,182 |
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205,798 |
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142,234 |
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Income tax (expense) benefit |
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(1,563 |
) |
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614 |
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(2,738 |
) |
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(253 |
) |
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Net income |
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112,017 |
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73,796 |
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203,060 |
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|
141,981 |
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Net income attributable to non-controlling interests |
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(450 |
) |
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(381 |
) |
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(892 |
) |
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(596 |
) |
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Net income attributable to MPT common stockholders |
$ |
111,567 |
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$ |
73,415 |
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$ |
202,168 |
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$ |
141,385 |
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Earnings per common share — basic and diluted |
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Net income attributable to MPT common stockholders |
$ |
0.30 |
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$ |
0.21 |
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$ |
0.55 |
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$ |
0.42 |
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Weighted average shares outstanding — basic |
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364,897 |
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349,856 |
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364,889 |
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335,456 |
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Weighted average shares outstanding — diluted |
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365,541 |
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350,319 |
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365,442 |
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335,871 |
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Dividends declared per common share |
$ |
0.25 |
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$ |
0.24 |
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$ |
0.50 |
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$ |
0.48 |
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See accompanying notes to condensed consolidated financial statements.
4
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
|
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For the Three Months Ended June 30, |
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For the Six Months Ended June 30, |
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(In thousands) |
2018 |
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2017 |
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2018 |
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2017 |
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||||
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Net income |
$ |
112,017 |
|
|
$ |
73,796 |
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$ |
203,060 |
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$ |
141,981 |
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Other comprehensive income: |
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|
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|
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Foreign currency translation (loss) gain |
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(32,392 |
) |
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|
34,020 |
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(16,304 |
) |
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|
40,312 |
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Total comprehensive income |
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79,625 |
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|
107,816 |
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|
186,756 |
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|
182,293 |
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Comprehensive income attributable to non-controlling interests |
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(450 |
) |
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(381 |
) |
|
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(892 |
) |
|
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(596 |
) |
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Comprehensive income attributable to MPT common stockholders |
$ |
79,175 |
|
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$ |
107,435 |
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$ |
185,864 |
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$ |
181,697 |
|
See accompanying notes to condensed consolidated financial statements.
5
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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For the Six Months Ended June 30, |
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|||||
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2018 |
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2017 |
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(In thousands) |
|
|||||
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Operating activities |
|
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|
|
|
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Net income |
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$ |
203,060 |
|
|
$ |
141,981 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
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Depreciation and amortization |
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|
74,441 |
|
|
|
59,825 |
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Amortization of deferred financing costs and debt discount |
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|
3,590 |
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|
3,139 |
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Direct financing lease interest accretion |
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(4,743 |
) |
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(4,690 |
) |
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Straight-line rent revenue |
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(41,664 |
) |
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(30,173 |
) |
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Share-based compensation |
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|
6,725 |
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|
4,377 |
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Gain from sale of real estate, net |
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(25,618 |
) |
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(7,413 |
) |
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Straight-line rent and other write-off |
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|
13,294 |
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|
1,117 |
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Debt refinancing costs |
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|
— |
|
|
|
14,380 |
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Other adjustments |
|
|
(14,718 |
) |
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|
(5,735 |
) |
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Changes in: |
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Interest and rent receivables |
|
|
(7,285 |
) |
|
|
(10,786 |
) |
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Accounts payable and accrued expenses |
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(10,603 |
) |
|
|
(11,126 |
) |
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Net cash provided by operating activities |
|
|
196,479 |
|
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|
154,896 |
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Investing activities |
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|
|
|
|
|
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Cash paid for acquisitions and other related investments |
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(273,728 |
) |
|
|
(600,781 |
) |
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Net proceeds from sale of real estate |
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|
221,931 |
|
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|
64,335 |
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Principal received on loans receivable |
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|
262,862 |
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|
5,188 |
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Investment in loans receivable |
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(169,435 |
) |
|
|
(3,574 |
) |
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Construction in progress and other |
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(22,875 |
) |
|
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(36,002 |
) |
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Other investments, net |
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(20,400 |
) |
|
|
(67,101 |
) |
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Net cash used for investing activities |
|
|
(1,645 |
) |
|
|
(637,935 |
) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from term debt |
|
|
— |
|
|
|
955,280 |
|
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Payments of term debt |
|
|
— |
|
|
|
(675,279 |
) |
|
Revolving credit facilities, net |
|
|
(4,618 |
) |
|
|
(39,911 |
) |
|
Distributions paid |
|
|
(180,813 |
) |
|
|
(151,692 |
) |
|
Lease deposits and other obligations to tenants |
|
|
(28,001 |
) |
|
|
5,790 |
|
|
Proceeds from sale of common shares, net of offering costs |
|
|
— |
|
|
|
548,063 |
|
|
Other financing activities |
|
|
(2,328 |
) |
|
|
(16,543 |
) |
|
Net cash (used for) provided by financing activities |
|
|
(215,760 |
) |
|
|
625,708 |
|
|
(Decrease) increase in cash, cash equivalents and restricted cash for period |
|
|
(20,926 |
) |
|
|
142,669 |
|
|
Effect of exchange rate changes |
|
|
(3,477 |
) |
|
|
9,588 |
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
172,247 |
|
|
|
84,882 |
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
147,844 |
|
|
$ |
237,139 |
|
|
Interest paid |
|
$ |
115,245 |
|
|
$ |
63,371 |
|
|
Supplemental schedule of non-cash financing activities: |
|
|
|
|
|
|
|
|
|
Distributions declared, unpaid |
|
$ |
91,547 |
|
|
$ |
87,519 |
|
|
Cash, cash equivalents and restricted cash are comprised of the following: |
|
|
|
|
|
|
|
|
|
Beginning of period: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
171,472 |
|
|
$ |
83,240 |
|
|
Restricted cash, included in Other assets |
|
|
775 |
|
|
|
1,642 |
|
|
|
|
$ |
172,247 |
|
|
$ |
84,882 |
|
|
End of period: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
146,569 |
|
|
$ |
236,364 |
|
|
Restricted cash, included in Other assets |
|
|
1,275 |
|
|
|
775 |
|
|
|
|
$ |
147,844 |
|
|
$ |
237,139 |
|
See accompanying notes to condensed consolidated financial statements.
6
MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
|
|
|
June 30, 2018 |
|
|
December 31, 2017 |
|
||
|
(In thousands) |
|
(Unaudited) |
|
|
(Note 2) |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Real estate assets |
|
|
|
|
|
|
|
|
|
Land, buildings and improvements, intangible lease assets, and other |
|
$ |
4,671,829 |
|
|
$ |
5,797,605 |
|
|
Real estate held for sale |
|
|
1,263,257 |
|
|
|
146,615 |
|
|
Mortgage loans |
|
|
1,686,866 |
|
|
|
1,778,316 |
|
|
Net investment in direct financing leases |
|
|
688,427 |
|
|
|
698,727 |
|
|
Gross investment in real estate assets |
|
|
8,310,379 |
|
|
|
8,421,263 |
|
|
Accumulated depreciation and amortization |
|
|
(419,061 |
) |
|
|
(455,712 |
) |
|
Net investment in real estate assets |
|
|
7,891,318 |
|
|
|
7,965,551 |
|
|
Cash and cash equivalents |
|
|
146,569 |
|
|
|
171,472 |
|
|
Interest and rent receivables |
|
|
85,181 |
|
|
|
78,970 |
|
|
Straight-line rent receivables |
|
|
215,297 |
|
|
|
185,592 |
|
|
Other loans |
|
|
147,855 |
|
|
|
150,209 |
|
|
Other assets |
|
|
470,604 |
|
|
|
468,494 |
|
|
Total Assets |
|
$ |
8,956,824 |
|
|
$ |
9,020,288 |
|
|
Liabilities and Capital |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Debt, net |
|
$ |
4,864,261 |
|
|
$ |
4,898,667 |
|
|
Accounts payable and accrued expenses |
|
|
112,626 |
|
|
|
121,465 |
|
|
Deferred revenue |
|
|
14,133 |
|
|
|
18,178 |
|
|
Lease deposits and other obligations to tenants |
|
|
28,470 |
|
|
|
57,050 |
|
|
Payable due to Medical Properties Trust, Inc. |
|
|
91,489 |
|
|
|
89,333 |
|
|
Total liabilities |
|
|
5,110,979 |
|
|
|
5,184,693 |
|
|
Capital |
|
|
|
|
|
|
|
|
|
General Partner — issued and outstanding — 3,647 units at June 30, 2018 and 3,644 units at December 31, 2017 |
|
|
38,767 |
|
|
|
38,489 |
|
|
Limited Partners: |
|
|
|
|
|
|
|
|
|
Common units — issued and outstanding — 361,084 units at June 30, 2018 and 360,780 units at December 31, 2017 |
|
|
3,835,225 |
|
|
|
3,808,583 |
|
|
LTIP units — issued and outstanding — 232 units at June 30, 2018 and 292 units at December 31, 2017 |
|
|
— |
|
|
|
— |
|
|
Accumulated other comprehensive loss |
|
|
(42,353 |
) |
|
|
(26,049 |
) |
|
Total MPT Operating Partnership, L.P. Capital |
|
|
3,831,639 |
|
|
|
3,821,023 |
|
|
Non-controlling interests |
|
|
14,206 |
|
|
|
14,572 |
|
|
Total capital |
|
|
3,845,845 |
|
|
|
3,835,595 |
|
|
Total Liabilities and Capital |
|
$ |
8,956,824 |
|
|
$ |
9,020,288 |
|
See accompanying notes to condensed consolidated financial statements.
7
MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Net Income
(Unaudited)
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
(In thousands, except per unit amounts) |
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent billed |
$ |
122,827 |
|
|
$ |
103,447 |
|
|
$ |
250,838 |
|
|
$ |
200,210 |
|
|
Straight-line rent |
|
15,073 |
|
|
|
16,277 |
|
|
|
30,864 |
|
|
|
29,056 |
|
|
Income from direct financing leases |
|
18,934 |
|
|
|
18,312 |
|
|
|
36,615 |
|
|
|
36,192 |
|
|
Interest and fee income |
|
45,068 |
|
|
|
28,771 |
|
|
|
88,631 |
|
|
|
57,746 |
|
|
Total revenues |
|
201,902 |
|
|
|
166,807 |
|
|
|
406,948 |
|
|
|
323,204 |
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
58,126 |
|
|
|
39,710 |
|
|
|
115,149 |
|
|
|
77,739 |
|
|
Real estate depreciation and amortization |
|
34,466 |
|
|
|
29,493 |
|
|
|
70,268 |
|
|
|
57,079 |
|
|
Property-related |
|
1,920 |
|
|
|
1,153 |
|
|
|
4,104 |
|
|
|
2,481 |
|
|
General and administrative |
|
19,552 |
|
|
|
15,079 |
|
|
|
37,370 |
|
|
|
28,276 |
|
|
Acquisition costs |
|
411 |
|
|
|
10,806 |
|
|
|
411 |
|
|
|
13,562 |
|
|
Total expenses |
|
114,475 |
|
|
|
96,241 |
|
|
|
227,302 |
|
|
|
179,137 |
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of real estate, net |
|
24,151 |
|
|
|
— |
|
|
|
25,618 |
|
|
|
7,413 |
|
|
Debt refinancing costs |
|
— |
|
|
|
(751 |
) |
|
|
— |
|
|
|
(14,380 |
) |
|
Other |
|
2,002 |
|
|
|
3,367 |
|
|
|
534 |
|
|
|
5,134 |
|
|
Total other income (expense) |
|
26,153 |
|
|
|
2,616 |
|
|
|
26,152 |
|
|
|
(1,833 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax |
|
113,580 |
|
|
|
73,182 |
|
|
|
205,798 |
|
|
|
142,234 |
|
|
Income tax (expense) benefit |
|
(1,563 |
) |
|
|
614 |
|
|
|
(2,738 |
) |
|
|
(253 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
112,017 |
|
|
|
73,796 |
|
|
|
203,060 |
|
|
|
141,981 |
|
|
Net income attributable to non-controlling interests |
|
(450 |
) |
|
|
(381 |
) |
|
|
(892 |
) |
|
|
(596 |
) |
|
Net income attributable to MPT Operating Partnership partners |
$ |
111,567 |
|
|
$ |
73,415 |
|
|
$ |
202,168 |
|
|
$ |
141,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit — basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MPT Operating Partnership partners |
$ |
0.30 |
|
|
$ |
0.21 |
|
|
$ |
0.55 |
|
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average units outstanding — basic |
|
364,897 |
|
|
|
349,856 |
|
|
|
364,889 |
|
|
|
335,456 |
|
|
Weighted average units outstanding — diluted |
|
365,541 |
|
|
|
350,319 |
|
|
|
365,442 |
|
|
|
335,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per unit |
$ |
0.25 |
|
|
$ |
0.24 |
|
|
$ |
0.50 |
|
|
$ |
0.48 |
|
See accompanying notes to condensed consolidated financial statements.
8
MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
(In thousands) |
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Net income |
$ |
112,017 |
|
|
$ |
73,796 |
|
|
$ |
203,060 |
|
|
$ |
141,981 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation (loss) gain |
|
(32,392 |
) |
|
|
34,020 |
|
|
|
(16,304 |
) |
|
|
40,312 |
|
|
Total comprehensive income |
|
79,625 |
|
|
|
107,816 |
|
|
|
186,756 |
|
|
|
182,293 |
|
|
Comprehensive income attributable to non-controlling interests |
|
(450 |
) |
|
|
(381 |
) |
|
|
(892 |
) |
|
|
(596 |
) |
|
Comprehensive income attributable to MPT Operating Partnership partners |
$ |
79,175 |
|
|
$ |
107,435 |
|
|
$ |
185,864 |
|
|
$ |
181,697 |
|
See accompanying notes to condensed consolidated financial statements.
9
MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
|
|
(In thousands) |
|
|||||
|
Operating activities |
|
|
|
|
|
|
|
|
|
Net income |
|
|||||||