e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended
December 31,
2010
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Commission file number
001-32559
Medical Properties Trust,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
|
|
|
Maryland
(State or Other Jurisdiction
of Incorporation or Organization)
|
|
20-0191742
(IRS Employer Identification
No.)
|
1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of Principal
Executive Offices)
|
|
35242
(Zip
Code)
|
(205) 969-3755
(Registrants telephone
number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 has submitted
electronically and posted on its Website, 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 o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment of this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
As of June 30, 2010, the aggregate market value of the
111,269,171 shares of common stock, par value $0.001 per
share (Common Stock), held by non-affiliates of the
registrant was $1,050,380,974 based upon the last reported sale
price of $9.44 on the New York Stock Exchange. For purposes of
the foregoing calculation only, all directors and executive
officers of the registrant have been deemed affiliates.
As of February 24, 2011, 111,634,874 shares of the
registrants Common Stock were outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for
the Annual Meeting of Stockholders to be held on May 19,
2011 are incorporated by reference into Items 10 through 14
of Part III, of this Annual Report on
Form 10-K.
TABLE OF CONTENTS
A WARNING
ABOUT FORWARD LOOKING STATEMENTS
We make forward-looking statements in this Annual Report on
Form 10-K
that are subject to risks and uncertainties. These
forward-looking statements include information about possible or
assumed future results of our business, financial condition,
liquidity, results of operations, plans and objectives.
Statements regarding the following subjects, among others, are
forward-looking by their nature:
|
|
|
|
|
our business strategy;
|
|
|
|
our projected operating results;
|
|
|
|
our ability to acquire or develop net-leased facilities;
|
|
|
|
availability of suitable facilities to acquire or develop;
|
|
|
|
our ability to enter into, and the terms of, our prospective
leases and loans;
|
|
|
|
our ability to raise additional funds through offerings of our
debt and equity securities;
|
|
|
|
our ability to obtain future financing arrangements;
|
|
|
|
estimates relating to, and our ability to pay, future
distributions;
|
|
|
|
our ability to compete in the marketplace;
|
|
|
|
lease rates and interest rates;
|
|
|
|
market trends;
|
|
|
|
projected capital expenditures; and
|
|
|
|
the impact of technology on our facilities, operations and
business.
|
The forward-looking statements are based on our beliefs,
assumptions and expectations of our future performance, taking
into account information currently available to us. These
beliefs, assumptions and expectations can change as a result of
many possible events or factors, not all of which are known to
us. If a change occurs, our business, financial condition,
liquidity and results of operations may vary materially from
those expressed in our forward-looking statements. You should
carefully consider these risks before you make an investment
decision with respect to our common stock and other securities,
along with, among others, the following factors that could cause
actual results to vary from our forward-looking statements:
|
|
|
|
|
the factors referenced in this Annual Report on
Form 10-K,
including those set forth under the sections captioned
Risk Factors, Managements Discussion and
Analysis of Financial Condition and Results of Operations,
and Business;
|
|
|
|
national and local economic, business, real estate, and other
market conditions;
|
|
|
|
the competitive environment in which we operate;
|
|
|
|
the execution of our business plan;
|
|
|
|
financing risks;
|
|
|
|
acquisition and development risks;
|
|
|
|
potential environmental contingencies, and other liabilities;
|
|
|
|
other factors affecting the real estate industry generally or
the healthcare real estate industry in particular;
|
|
|
|
our ability to maintain our status as a REIT for federal and
state income tax purposes;
|
|
|
|
our ability to attract and retain qualified personnel;
|
|
|
|
federal and state healthcare and other regulatory
requirements; and
|
(i)
|
|
|
|
|
the continuing impact of the recent economic recession, which
may have a negative effect on the following, among other things:
|
|
|
|
|
|
the financial condition of our tenants, our lenders,
counterparties to our capped call transactions and institutions
that hold our cash balances, which may expose us to increased
risks of default by these parties;
|
|
|
|
our ability to obtain debt financing on attractive terms or at
all, which may adversely impact our ability to pursue
acquisition and development opportunities and refinance existing
debt and our future interest expense; and
|
|
|
|
the value of our real estate assets, which may limit our ability
dispose of assets at attractive prices or obtain or maintain
debt financing secured by our properties or on an unsecured
basis.
|
When we use the words believe, expect,
may, potential, anticipate,
estimate, plan, will,
could, intend or similar expressions, we
are identifying forward-looking statements. You should not place
undue reliance on these forward-looking statements. Except as
required by law, we disclaim any obligation to update such
statements or to publicly announce the result of any revisions
to any of the forward-looking statements contained in this
Annual Report on Form 10-K to reflect future events or
developments.
(ii)
PART I
Overview
We are a self-advised real estate investment trust
(REIT) that was 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 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, which require the tenant to bear most of the costs
associated with the property. We also make mortgage loans to
healthcare operators collateralized by their real estate assets.
In addition, we selectively make loans and other investments in
to certain of our operators through our taxable REIT
subsidiaries, the proceeds of which are used for acquisitions
and working capital. Finally, from time to time, we acquire a
profits or other equity interest in our tenants that gives us a
limited right to share in the tenants positive cash flow.
References in this Annual Report on
Form 10-K
to Medical Properties Trust, Medical
Properties, MPT, we,
us, our, and the Company
include Medical Properties Trust, Inc. and our subsidiaries.
Our investment in healthcare real estate, including mortgage
loans and other loans to certain of our tenants, is considered a
single reportable segment as further discussed in Note 1 of
Item 8 in Part II of this Annual Report on
Form 10-K.
At December 31, 2010, we had $1.3 billion invested in
healthcare real estate and related assets.
All of our investments are located in the United States, and we
have no present plans to invest in
non-U.S. markets
in the foreseeable future. The following is our revenue by
operating type for the year ended December 31 (dollars in
thousands):
Revenue
by property type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
2009
|
|
|
|
|
|
2008
|
|
|
|
|
|
General Acute Care Hospitals
|
|
$
|
77,773
|
|
|
|
63.8
|
%
|
|
$
|
80,637
|
|
|
|
67.9
|
%
|
|
$
|
71,946
|
|
|
|
67.3
|
%
|
Long-term Acute Care Hospitals
|
|
|
26,605
|
|
|
|
21.8
|
%
|
|
|
25,031
|
|
|
|
21.1
|
%
|
|
|
25,200
|
|
|
|
23.5
|
%
|
Rehabilitation Hospitals
|
|
|
14,448
|
|
|
|
11.9
|
%
|
|
|
10,032
|
|
|
|
8.4
|
%
|
|
|
7,418
|
|
|
|
6.9
|
%
|
Wellness Centers
|
|
|
1,315
|
|
|
|
1.1
|
%
|
|
|
1,449
|
|
|
|
1.2
|
%
|
|
|
1,612
|
|
|
|
1.5
|
%
|
Medical Office Buildings
|
|
|
1,706
|
|
|
|
1.4
|
%
|
|
|
1,660
|
|
|
|
1.4
|
%
|
|
|
894
|
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
121,847
|
|
|
|
100.0
|
%
|
|
$
|
118,809
|
|
|
|
100.0
|
%
|
|
|
107,070
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Overview in Item 7 of this
Form 10-K
for details of transaction activity for 2010, 2009 and 2008.
Portfolio
of Properties
As of February 24, 2011, our portfolio consists of 58
properties: 54 facilities (of the 56 facilities that we own) are
leased to 19 tenants, one is presently not under lease, one is
under development, and the remainder are in the form of mortgage
loans. Our owned facilities consist of 22 general acute care
hospitals, 17 long-term acute care hospitals, 9 inpatient
rehabilitation hospitals, 2 medical office buildings, and
6 wellness centers. The non-owned facilities on which we
have made mortgage loans consist of general acute care
facilities.
Outlook
and Strategy
Our strategy is to lease the facilities that we acquire or
develop to experienced healthcare operators pursuant to
long-term net leases. Alternatively, we have structured certain
of our investments as long-term, interest-only mortgage loans to
healthcare operators, and we may make similar investments in the
future. In addition, we have and will continue to obtain profits
or other interests in certain of our tenants operations in
order to enhance our overall return. The market for healthcare
real estate is extensive and includes real estate owned by a
variety of healthcare operators. We focus on acquiring and
developing those net-leased facilities that are specifically
designed
1
to reflect the latest trends in healthcare delivery methods.
These facilities include but are not limited to: physical
rehabilitation hospitals, long-term acute care hospitals,
general acute care hospitals, ambulatory surgery centers, and
other single-discipline healthcare facilities, such as heart
hospitals and orthopedic hospitals.
Healthcare is the single largest industry in the U.S. based on
Gross Domestic Product (GDP). According to the
National Health Expenditures report dated September 2010 by the
Centers for Medicare and Medicaid Services (CMS):
(i) national health expenditures are projected to grow 4.2%
in 2011; (ii) the average compounded annual growth rate for
national health expenditures, over the projection period of 2009
through 2019, is anticipated to be 6.3%; and (iii) the
healthcare industry is projected to represent 17.4% of U.S. GDP
in 2011.
The delivery of healthcare services requires real estate and, as
a consequence, healthcare providers depend on real estate to
maintain and grow their businesses. We believe that the
healthcare real estate market provides investment opportunities
due to the:
|
|
|
|
|
compelling demographics driving the demand for healthcare
services;
|
|
|
|
specialized nature of healthcare real estate investing; and
|
|
|
|
consolidation of the fragmented healthcare real estate sector.
|
Our revenues are derived from rents we earn pursuant to the
lease agreements with our tenants, from interest income from
loans to our tenants and other facility owners and from profits
in certain of our tenants operations. Our tenants and
borrowers operate in the healthcare industry, generally
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 borrowers and in monitoring the performance of existing
tenants and borrowers include the following:
|
|
|
|
|
admission levels and surgery/procedure volumes by type;
|
|
|
|
the current, historical and prospective operating margins
(measured by a tenants earnings before interest, taxes,
depreciation, amortization and facility rent) of each tenant or
borrower and at each facility;
|
|
|
|
the ratio of our tenants and borrowers operating
earnings both to facility rent and to facility rent plus other
fixed costs, including debt costs;
|
|
|
|
trends in the source of our tenants or borrowers
revenue, including the relative mix of Medicare,
Medicaid/MediCal, managed care, commercial insurance, and
private pay patients;
|
|
|
|
the effect of evolving healthcare legislation and other
regulations on our tenants and borrowers
profitability and liquidity; and
|
|
|
|
the competition and demographics of the local and surrounding
areas in which the tenants and borrowers operate.
|
Our
Leases and Loans
The leases for our facilities are net leases with
terms generally requiring the tenant to pay all ongoing
operating and maintenance expenses of the facility, including
property, casualty, general liability and other insurance
coverages, utilities and other charges incurred in the operation
of the facilities, as well as real estate and certain other
taxes, ground lease rent (if any) and the costs of capital
expenditures, repairs and maintenance (including any repairs
required by regulatory requirements). Similarly, borrowers under
our mortgage loan arrangements retain the responsibilities of
ownership, including physical maintenance and improvements and
all costs and expenses. Our leases and loans also provide that
our tenants will indemnify us for environmental liabilities. Our
current leases and loans have remaining terms of 1 to
23 years (see Item 2 for more information on
2
remaining lease terms) and generally provide for annual rent or
interest escalation. In certain other cases we have arrangements
that provide for additional rents based on the level of our
tenants revenue and limited profits interests.
Significant
Tenants
At February 24, 2011, we had leases with 19 hospital
operating companies covering 56 facilities and we had two
mortgage loans with one hospital operating company.
Affiliates of Prime Healthcare Services, Inc.
(Prime) leased 11 of these facilities at February
24, 2011. Each of our leases with Prime contains annual
escalation provisions that are generally tied to the
U.S. Consumer Price Index, limited in certain instances to
minimum and maximum increases. At December 31, 2010, these
facilities had an average remaining initial lease term of
approximately nine years, which can be extended for three
additional periods of five years each, at the tenants
option. These leases contain options for the tenant to purchase
the facilities at the end of the lease term, if no default has
occurred, at prices generally at least equal to our purchase
price of the facility. In addition to leases, we hold a mortgage
loan on two facilities owned by affiliates of Prime that will
mature in 2022. The terms and provisions of this loan are
generally equivalent to the terms and provisions of our Prime
lease arrangements. Total revenue (including rent and interest
from mortgage and working capital loans) from Prime affiliates
in 2010 was $39.8 million, or 32.7% of total revenue, down
from 33.7% in 2009.
At February 24, 2011, Vibra Healthcare, LLC (Vibra)
leased six of our facilities. Four of these leases contain
annual escalation provisions that are generally tied to the
U.S. Consumer Price Index with minimum annual escalations
of between 2.5% and 2.65%. Two facility leases provide for 2.65%
annual escalations. These facilities have an average remaining
initial term of approximately 13 years, but under certain
conditions may be extended for three additional periods of five
years each, at the tenants option. All of these leases
contain options for the tenant to purchase the facilities at the
end of the lease term, if no default has occurred, at prices
generally equal to the greater of fair value or our purchase
price increased by a certain annual rate of return from lease
commencement date. Total revenue (including rent and interest
from working capital loans) from Vibra in 2010 was
$17.6 million, or 14.5% of total revenue, down from 15.1%
in the prior year.
No other tenant accounted for more than 8% of our total revenues
in 2010.
Environmental
Matters
Under various federal, state and local environmental laws and
regulations, a current or previous owner, operator or tenant of
real estate may be required to investigate and remediate
hazardous or toxic substances or petroleum product releases or
threats of releases. Such laws also impose certain obligations
and liabilities on property owners with respect to asbestos
containing materials. These laws may impose remediation
responsibility and liability without regard to fault, or whether
or not the owner, operator or tenant knew of or caused the
presence of the contamination. Investigation, remediation and
monitoring costs may be substantial and can exceed the value of
the property. The presence of contamination or the failure to
properly remediate contamination on a property may adversely
affect our ability to sell or rent that property or to borrow
funds using such property as collateral and may adversely impact
our investment in that property.
Generally, prior to completing any acquisition or closing any
mortgage loan, we obtain Phase I environmental assessments in
order to attempt to identify potential environmental concerns at
the facilities. These assessments are carried out in accordance
with an appropriate level of due diligence and generally include
a physical site inspection, a review of relevant federal, state
and local environmental and health agency database records, one
or more interviews with appropriate site-related personnel,
review of the propertys chain of title and review of
historic aerial photographs and other information on past uses
of the property. We may also conduct limited subsurface
investigations and test for substances of concern where the
results of the Phase I environmental assessments or other
information indicates possible contamination or where our
consultants recommend such procedures.
California
Seismic Standards
Californias Alfred E. Alquist Hospital Facilities Seismic
Safety Act of 1973 (the Alquist Act) required that
the California Building Standards Commission adopt earthquake
performance categories, seismic evaluation
3
procedures, standards and timeframes for upgrading certain
facilities, and seismic retrofit building standards. These
regulations required hospitals to meet certain seismic
performance standards to ensure that they are capable of
providing medical services to the public after an earthquake or
other disaster. The Building Standards Commission completed its
adoption of evaluation criteria and retrofit standards in 1998.
The Alquist Act required the Building Standards Commission adopt
certain evaluation criteria and retrofit standards:
1) Hospitals in California must conduct seismic evaluations
and submit these evaluations to the Office of Statewide Health
Planning and Development (OSHPD), Facilities
Development Division for its review and approval;
2) Hospitals in California must identify the most critical
nonstructural systems that represent the greatest risk of
failure during an earthquake and submit timetables for upgrading
these systems to the OSHPD, Facilities Development Division for
its review and approval; and
3) Hospitals in California must prepare a plan and
compliance schedule for each regulated building demonstrating
the steps a hospital will take to bring the hospital buildings
into substantial compliance with the regulations and standards.
Within the past several years, engineering studies were
conducted at our hospitals to determine whether and to what
extent modifications to the hospital facilities will be
required. These studies were performed by our tenants, and it
was determined that, for some of our facilities, capital
expenditures may be required in the future to comply with the
seismic standards.
Since the original Alquist Act, several amendments have been
adopted that have modified the requirements of seismic safety
standards and deadlines for compliance. OSHPD is currently
implementing a voluntary program to re-evaluate the seismic risk
of hospital buildings classified as Structural Performance
Category (SPC-1). Buildings classified as SPC-1 are
considered hazardous and at risk of collapse in the event of an
earthquake and must be retrofitted, replaced or removed from
providing acute care services by January 1, 2013. However,
Senate Bill 499 was signed into law in October 2009 that
provides for a number of seismic relief measures, including
reclassifying HAZUS, a state-of-the-art loss estimation
methodology, thresholds, which will enable more SPC-1 buildings
to be reclassified as SPC-2, a lower seismic risk category. The
SPC-2 buildings would have until January 1, 2030 to comply
with the structural seismic safety standards. Any buildings that
are denied reclassification will remain in the SPC-1 category,
and these buildings must meet seismic compliance standards by
January 1, 2013, unless further extensions are granted.
Furthermore, the AB 306 legislation permits OSHPD to grant an
extension to acute care hospitals that lack the financial
capacity to meet the January 1, 2013 retrofit deadline, and
instead, requires them to replace those buildings by
January 1, 2020.
Exclusive of some minor repairs totaling less than
$0.5 million to be made at two facilities, all but one of
our California tenants (and building structures) are seismically
compliant through 2030 as determined by OSHPD. Based on early
estimates, the potential capital expenditure outlay on this one
facility has been estimated to be between $5.9 million and
$6.2 million. Under our current leases, our tenants are
fully responsible for any capital expenditures in connection
with seismic laws. However, we expect to fund any required
upgrades due to the seismic standards on this one facility; and,
this funding, if required, will be added to our lease base and
the lessee will pay us rent on such higher lease base. Thus, we
do not expect the California seismic standards to have a
significant negative impact on our financial condition or cash
flows.
Competition
We compete in acquiring and developing facilities with financial
institutions, other lenders, real estate developers, other
REITs, other public and private real estate companies and
private real estate investors. Among the factors adversely
affecting our ability to compete are the following:
|
|
|
|
|
we may have less knowledge than our competitors of certain
markets in which we seek to invest in or develop facilities;
|
|
|
|
many of our competitors have greater financial and operational
resources than we have;
|
4
|
|
|
|
|
our competitors or other entities may pursue a strategy similar
to ours; and
|
|
|
|
some of our competitors may have existing relationships with our
potential customers.
|
To the extent that we experience vacancies in our facilities, we
will also face competition in leasing those facilities to
prospective tenants. The actual competition for tenants varies
depending on the characteristics of each local market. Virtually
all of our facilities operate in highly competitive
environments, and patients and referral sources, including
physicians, may change their preferences for healthcare
facilities from time to time.
Insurance
We have purchased contingent general liability insurance
(lessors risk) that provides coverage for bodily injury
and property damage to third parties resulting from our
ownership of the healthcare facilities that are leased to and
occupied by our tenants. Our leases with tenants also require
the tenants to carry property, general liability, professional
liability, loss of earnings and other insurance coverages and to
name us as an additional insured under these policies. We
believe that the policy specifications and insured limits are
appropriate given the relative risk of loss, the cost of the
coverage and industry practice.
Employees
We have 29 employees as of February 24, 2011. We believe
that any adjustments to the number of our employees will have
only immaterial effects on our operations and general and
administrative expenses. We believe that our relations with our
employees are good. None of our employees are members of any
union.
Available
Information
Our website address is www.medicalpropertiestrust.com and
provides access in the Investor Relations section,
free of charge, to our Annual Report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
including exhibits, and all amendments to these reports as soon
as reasonably practicable after such material is electronically
filed with or furnished to the Securities and Exchange
Commission. Also available on our website, free of charge, are
our Corporate Governance Guidelines, the charters of our Ethics,
Nominating and Corporate Governance, Audit and Compensation
Committees and our Code of Ethics and Business Conduct. If you
are not able to access our website, the information is available
in print free of charge to any stockholder who should request
the information directly from us at
(205) 969-3755.
The risks and uncertainties described herein are not the only
ones facing us and there may be additional risks that we do not
presently know of or that we currently consider not likely to
have a significant impact on us. All of these risks could
adversely affect our business, results of operations and
financial condition.
RISKS
RELATED TO OUR BUSINESS AND GROWTH STRATEGY
Adverse
economic and geopolitical conditions and dislocations in the
credit markets could have a material adverse effect on our
results of operations, financial condition and ability to pay
distributions to stockholders.
The global economy has recently experienced unprecedented levels
of volatility, dislocation in the credit markets, and
recessionary pressures. These conditions, or similar conditions
that may exist in the future, may adversely affect our results
of operations, financial condition, share price and ability to
pay distributions to our stockholders. Among other potential
consequences, such a financial crisis may materially adversely
affect:
|
|
|
|
|
our ability to borrow on terms and conditions that we find
acceptable, or at all, which could reduce our ability to pursue
acquisition and development opportunities and refinance existing
debt, reduce our returns from our acquisition and development
activities and increase our future interest expense;
|
|
|
|
the financial condition of our borrowers, tenants and operators,
which may result in defaults under loans or leases due to
bankruptcy, lack of liquidity, operational failures or for other
reasons;
|
5
|
|
|
|
|
the values of our properties and our ability to dispose of
assets at attractive prices or to obtain debt financing
collateralized by our properties; and
|
|
|
|
the value and liquidity of our short-term investments and cash
deposits, including as a result of a deterioration of the
financial condition of the institutions that hold our cash
deposits or the institutions or assets in which we have made
short-term investments, the dislocation of the markets for our
short-term investments, increased volatility in market rates for
such investment or other factors.
|
Limited
access to capital may restrict our growth.
Our business plan contemplates growth through acquisitions and
development of facilities. As a REIT, we are required to make
cash distributions, which reduce our ability to fund
acquisitions and developments with retained earnings. We are
dependent on acquisition financing and access to the capital
markets for cash to make investments in new facilities. Due to
market or other conditions, we may have limited access to
capital from the equity and debt markets. We may not be able to
obtain additional equity or debt capital or dispose of assets on
favorable terms, if at all, at the time we need additional
capital to acquire healthcare properties or to meet our
obligations, which could have a material adverse effect on our
results of operations and our ability to make distributions to
our stockholders.
Our
indebtedness could adversely affect our financial condition and
may otherwise adversely impact our business operations and our
ability to make distributions to stockholders.
As of December 31, 2010, we had $370.0 million of debt
outstanding. As of February 24, 2011, we had total
outstanding indebtedness of approximately $469.9 million
and approximately $256.4 million available to us for
borrowing under our existing revolving credit facilities, and
$38.5 million in unfunded commitments.
Our indebtedness could have significant effects on our business.
For example, it could:
|
|
|
|
|
require us to use a substantial portion of our cash flow from
operations to service our indebtedness, which would reduce the
available cash flow to fund working capital, development
projects and other general corporate purposes and reduce cash
for distributions;
|
|
|
|
require payments of principal and interest that may be greater
than our cash flow from operations;
|
|
|
|
force us to dispose of one or more of our properties, possibly
on disadvantageous terms, to make payments on our debt;
|
|
|
|
increase our vulnerability to general adverse economic and
industry conditions; limit our flexibility in planning for, or
reacting to, changes in our business and the industry in which
we operate;
|
|
|
|
restrict us from making strategic acquisitions or exploiting
other business opportunities;
|
|
|
|
make it more difficult for us to satisfy our
obligations; and
|
|
|
|
place us at a competitive disadvantage compared to our
competitors that have less debt.
|
Our future borrowings under our loan facilities may bear
interest at variable rates in addition to the $148 million
in variable interest rate debt that we had outstanding as of
December 31, 2010. If interest rates increase
significantly, our ability to borrow additional funds may be
reduced and the risk related to our indebtedness would intensify.
Our
use of debt financing will subject us to significant risks,
including refinancing risk and the risk of insufficient cash
available for distribution to our stockholders.
Most of our current debt is, and we anticipate that much of our
future debt will be,
non-amortizing
and payable in balloon payments. Therefore, we will likely need
to refinance at least a portion of that debt as it matures.
There is a risk that we may not be able to refinance
then-existing debt or that the terms of any refinancing will not
be as favorable as the terms of the then-existing debt. If
principal payments due at maturity cannot be refinanced,
extended or repaid with proceeds from other sources, such as new
equity capital or sales of facilities, our cash flow
6
may not be sufficient to repay all maturing debt in years when
significant balloon payments come due. Additionally, we may
incur significant penalties if we choose to prepay the debt.
Covenants
in our debt instruments limit our operational flexibility, and a
breach of these covenants could materially affect our financial
condition and results of operations.
The terms of our 2010 secured credit facility, the indentures
governing our outstanding exchangeable senior notes and
unsecured senior notes and other debt instruments that we may
enter into in the future are subject to customary financial and
operational covenants. For example, our 2010 secured credit
facility imposes certain restrictions on us, including
restrictions on our ability to: incur debts; grant liens;
provide guarantees in respect of obligations of any other
entity; make redemptions and repurchases of our capital stock;
prepay, redeem or repurchase debt; engage in mergers or
consolidations; enter into affiliated transactions; dispose of
real estate; and change our business. In addition, our 2010
secured credit facility limits the amount of dividends we can
pay to 90% of normalized adjusted funds from operations, as
defined in the agreements, on a rolling four quarter basis
starting for the fiscal quarter ending March 31, 2012 and
thereafter. Prior to March 31, 2012, a similar dividend
restriction exists but at a higher percentage for transitional
purposes. Our 2010 secured credit facility also contains
provisions for the mandatory prepayment of outstanding
borrowings under these facilities from the proceeds received
from the sale of properties that serve as collateral, except a
portion may be reinvested subject to certain limitations, as
defined in the credit facility agreement. Our continued ability
to incur debt and operate our business is subject to compliance
with the covenants in our debt instruments, which limit
operational flexibility. Breaches of these covenants could
result in defaults under applicable debt instruments, even if
payment obligations are satisfied. Financial and other covenants
that limit our operational flexibility, as well as defaults
resulting from a breach of any of these covenants in our debt
instruments, could have a material adverse effect on our
financial condition and results of operations.
Failure
to hedge effectively against interest rate changes may adversely
affect our results of operations and our ability to make
distributions to our stockholders.
As of December 31, 2010, we had $148 million in
variable interest rate debt approximately $248 million at
February 24, 2011, which constitutes 40% of our overall
indebtedness and subjects us to interest rate volatility. We may
seek to manage our exposure to interest rate volatility by using
interest rate hedging arrangements, such as the
$125 million of interest rate swaps entered into in 2010 on
our senior unsecured notes. However, even these hedging
arrangements involve risk, including the risk that
counterparties may fail to honor their obligations under these
arrangements, that these arrangements may not be effective in
reducing our exposure to interest rate changes and that these
arrangements may result in higher interest rates than we would
otherwise have. Moreover, no hedging activity can completely
insulate us from the risks associated with changes in interest
rates. Failure to hedge effectively against interest rate
changes may materially adversely affect our results of
operations and our ability to make distributions to our
stockholders.
Dependence
on our tenants for payments of rent and interest may adversely
impact our ability to make distributions to our
stockholders.
We expect to continue to qualify as a REIT and, accordingly, as
a REIT operating in the healthcare industry, we are severely
limited by current tax law with respect to our ability to
operate or manage the businesses conducted in our facilities.
Accordingly, we rely almost exclusively on rent payments from
our tenants under leases or interest payments from operators
under mortgage or other loans for cash with which to make
distributions to our stockholders. We have no control over the
success or failure of these tenants businesses.
Significant adverse changes in the operations of our facilities
(as was the case with the previous tenant of our River Oaks
facility), or the financial condition of our tenants, operators
or guarantors, could have a material adverse effect on our
ability to collect rent and interest payments and, accordingly,
on our ability to make distributions to our stockholders.
Facility management by our tenants and their compliance with
state and federal healthcare and other laws could have a
material impact on our tenants operating and financial
condition and, in turn, their ability to pay rent and interest
to us.
7
It may
be costly to replace defaulting tenants and we may not be able
to replace defaulting tenants with suitable replacements on
suitable terms.
Failure on the part of a tenant to comply materially with the
terms of a lease could give us the right to terminate our lease
with that tenant, repossess the applicable facility, cross
default certain other leases and loans with that tenant and
enforce the payment obligations under the lease. The process of
terminating a lease with a defaulting tenant and repossessing
the applicable facility may be costly and require a
disproportionate amount of managements attention. In
addition, defaulting tenants or their affiliates may initiate
litigation in connection with a lease termination or
repossession against us or our subsidiaries. If a
tenant-operator defaults and we choose to terminate our lease,
we then are required to find another tenant-operator. The
transfer of most types of healthcare facilities is highly
regulated, which may result in delays and increased costs in
locating a suitable replacement tenant. The sale or lease of
these properties to entities other than healthcare operators may
be difficult due to the added cost and time of refitting the
properties. If we are unable to re-let the properties to
healthcare operators, we may be forced to sell the properties at
a loss due to the repositioning expenses likely to be incurred
by non-healthcare purchasers. Alternatively, we may be required
to spend substantial amounts to adapt the facility to other
uses. There can be no assurance that we would be able to find
another tenant in a timely fashion, or at all, or that, if
another tenant were found, we would be able to enter into a new
lease on favorable terms. Defaults by our tenants (such as with
the former tenant of our River Oaks facility and the costs we
have incurred to maintain and re-develop the facility) under our
leases may adversely affect our results of operations, financial
condition, and our ability to make distributions to our
stockholders.
Our
revenues are dependent upon our relationship with, and success
of, Prime and Vibra.
As of December 31, 2010, our real estate portfolio included
53 healthcare properties in 21 states of which 49
facilities are leased to 16 hospital operating companies; two of
the investments are in the form of mortgage loans. Affiliates of
Prime leased or mortgaged 10 facilities, representing 29.0% of
the original total cost of our operating facilities and mortgage
loans as of December 31, 2010, and Vibra leased six of our
facilities, representing 10.8% of the original total cost of our
operating facilities and loans as of December 31, 2010.
Total revenue from Prime and Vibra, including rent, percentage
rent and interest, was $39.8 million and
$17.6 million, respectively, or 32.7% and 14.5%,
respectively, of total revenue from continuing operations in the
year ended December 31, 2010.
Our relationship with Prime and Vibra, and their respective
financial performance and resulting ability to satisfy their
lease and loan obligations to us are material to our financial
results and our ability to service our debt and make
distributions to our stockholders. We are dependent upon the
ability of Prime and Vibra to make rent and loan payments to us,
and their failure or delay to meet these obligations could have
a material adverse effect on our financial condition and results
of operations.
The
bankruptcy or insolvency of our tenants under our leases could
harm our operating results and financial
condition.
Some of our tenants are, and some of our prospective tenants may
be, newly organized, have limited or no operating history and
may be dependent on loans from us to acquire the facilitys
operations and for initial working capital. Any bankruptcy
filings by or relating to one of our tenants could bar us from
collecting pre-bankruptcy debts from that tenant or their
property, unless we receive an order permitting us to do so from
the bankruptcy court. A tenant bankruptcy can be expected to
delay our efforts to collect past due balances under our leases
and loans, and could ultimately preclude collection of these
sums. If a lease is assumed by a tenant in bankruptcy, we expect
that all pre-bankruptcy balances due under the lease would be
paid to us in full. However, if a lease is rejected by a tenant
in bankruptcy, we would have only a general unsecured claim for
damages. Any secured claims we have against our tenants may only
be paid to the extent of the value of the collateral, which may
not cover any or all of our losses. Any unsecured claim we hold
against a bankrupt entity may be paid only to the extent that
funds are available and only in the same percentage as is paid
to all other holders of unsecured claims. We may recover none or
substantially less than the full value of any unsecured claims,
which would harm our financial condition.
8
Our
business is highly competitive and we may be unable to compete
successfully.
We compete for development opportunities and opportunities to
purchase healthcare facilities with, among others:
|
|
|
|
|
private investors;
|
|
|
|
healthcare providers, including physicians;
|
|
|
|
other REITs;
|
|
|
|
real estate developers;
|
|
|
|
financial institutions; and
|
|
|
|
other lenders.
|
Many of these competitors may have substantially greater
financial and other resources than we have and may have better
relationships with lenders and sellers. Competition for
healthcare facilities from competitors may adversely affect our
ability to acquire or develop healthcare facilities and the
prices we pay for those facilities. If we are unable to acquire
or develop facilities or if we pay too much for facilities, our
revenue and earnings growth and financial return could be
materially adversely affected. Certain of our facilities and
additional facilities we may acquire or develop will face
competition from other nearby facilities that provide services
comparable to those offered at our facilities and additional
facilities we may acquire or develop. Some of those facilities
are owned by governmental agencies and supported by tax
revenues, and others are owned by tax-exempt corporations and
may be supported to a large extent by endowments and charitable
contributions. Those types of support are not available to our
facilities and additional facilities we may acquire or develop.
In addition, competing healthcare facilities located in the
areas served by our facilities and additional facilities we may
acquire or develop may provide healthcare services that are not
available at our facilities and additional facilities we may
acquire or develop. From time to time, referral sources,
including physicians and managed care organizations, may change
the healthcare facilities to which they refer patients, which
could adversely affect our rental revenues or interest income.
Most
of our current tenants have, and prospective tenants may have,
an option to purchase the facilities we lease to them which
could disrupt our operations.
Most of our current tenants have, and some prospective tenants
will have, the option to purchase the facilities we lease to
them. There is no assurance that the formulas we have developed
for setting the purchase price will yield a fair market value
purchase price.
In the event our tenants and prospective tenants determine to
purchase the facilities they lease either during the lease term
or after their expiration, the timing of those purchases will be
outside of our control and we may not be able to re-invest the
capital on as favorable terms, or at all. Our inability to
effectively manage the turn-over of our facilities could
materially adversely affect our ability to execute our business
plan and our results of operations.
We have 43 leased properties that are subject to purchase
options as of December 31, 2010. For 30 of these
properties, the purchase option generally allows the lessee to
purchase the real estate at the end of the lease term, as long
as no default has occurred, at a price equivalent to the greater
of (i) fair market value or (ii) our purchase price
(increased, in some cases, by a certain annual rate of return
from lease commencement date). The lease agreements provide for
an appraisal process to determine fair market value. For 10 of
these properties, the purchase option generally allows the
lessee to purchase the real estate at the end of the lease term,
as long as no default has occurred, at our purchase price
(increased, in some cases, by a certain annual rate of return
from lease commencement date). For the remaining three leases,
the purchase options approximate fair value. At
December 31, 2010, none of our leases contained any bargain
purchase options.
In certain circumstances, a prospective purchaser of our
hospital real estate may be deemed to be subject to
Anti-Kickback and Stark statutes, which are described on
pages 13 and 14 of this 2010
Form 10-K.
In such event, it may not be practicable for us to sell property
to such prospective purchasers at prices other than fair market
value.
9
We may
not be able to adapt our management and operational systems to
manage the net-leased facilities we have acquired and are
developing or those that we may acquire or develop in the future
without unanticipated disruption or expense.
There is no assurance that we will be able to adapt our
management, administrative, accounting and operational systems,
or hire and retain sufficient operational staff, to manage the
facilities we have acquired and those that we may acquire or
develop. Our failure to successfully manage our current
portfolio of facilities or any future acquisitions or
developments could have a material adverse effect on our results
of operations and financial condition and our ability to make
distributions to our stockholders.
RISKS
RELATING TO REAL ESTATE INVESTMENTS
Our
real estate and mortgage investments are and will continue to be
concentrated in a single industry segment, making us more
vulnerable economically than if our investments were more
diversified.
We have acquired and have developed and have made mortgage
investments in and expect to continue acquiring and developing
and making mortgage investments in healthcare facilities. We are
subject to risks inherent in concentrating investments in real
estate. The risks resulting from a lack of diversification
become even greater as a result of our business strategy to
invest solely in healthcare facilities. A downturn in the real
estate industry could materially adversely affect the value of
our facilities. A downturn in the healthcare industry could
negatively affect our tenants ability to make lease or
loan payments to us and, consequently, our ability to meet debt
service obligations or make distributions to our stockholders.
These adverse effects could be more pronounced than if we
diversified our investments outside of real estate or outside of
healthcare facilities.
Our
facilities may not have efficient alternative uses, which could
impede our ability to find replacement tenants in the event of
termination or default under our leases.
All of the facilities in our current portfolio are and all of
the facilities we expect to acquire or develop in the future
will be net-leased healthcare facilities. If we or our tenants
terminate the leases for these facilities or if these tenants
lose their regulatory authority to operate these facilities, we
may not be able to locate suitable replacement tenants to lease
the facilities for their specialized uses. Alternatively, we may
be required to spend substantial amounts to adapt the facilities
to other uses. Any loss of revenues or additional capital
expenditures occurring as a result could have a material adverse
effect on our financial condition and results of operations and
could hinder our ability to meet debt service obligations or
make distributions to our stockholders.
Illiquidity
of real estate investments could significantly impede our
ability to respond to adverse changes in the performance of our
facilities and harm our financial condition.
Real estate investments are relatively illiquid. Additionally,
the real estate market is affected by many factors beyond our
control, including adverse changes in global, national, and
local economic and market conditions and the availability, costs
and terms of financing. Our ability to quickly sell or exchange
any of our facilities in response to changes in economic and
other conditions will be limited. No assurances can be given
that we will recognize full value for any facility that we are
required to sell for liquidity reasons. Our inability to respond
rapidly to changes in the performance of our investments could
adversely affect our financial condition and results of
operations.
Development
and construction risks could adversely affect our ability to
make distributions to our stockholders.
We have developed and constructed facilities in the past and are
currently developing and re-developing two facilities. We will
develop additional facilities in the future as opportunities
present themselves. Our development and related construction
activities may subject us to the following risks:
|
|
|
|
|
we may have to compete for suitable development sites;
|
|
|
|
our ability to complete construction is dependent on there being
no title, environmental or other legal proceedings arising
during construction;
|
10
|
|
|
|
|
we may be subject to delays due to weather conditions, strikes
and other contingencies beyond our control;
|
|
|
|
we may be unable to obtain, or suffer delays in obtaining,
necessary zoning, land-use, building, occupancy healthcare
regulatory and other required governmental permits and
authorizations, which could result in increased costs, delays in
construction, or our abandonment of these projects;
|
|
|
|
we may incur construction costs for a facility which exceed our
original estimates due to increased costs for materials or labor
or other costs that we did not anticipate; and
|
|
|
|
we may not be able to obtain financing on favorable terms, which
may render us unable to proceed with our development activities.
|
We expect to fund our development projects over time. The time
frame required for development and construction of these
facilities means that we may have to wait years for a
significant cash return. In addition, our tenants may not be
able to obtain managed care provider contracts in a timely
manner or at all. Finally, there is no assurance that future
development projects will occur without delays and cost
overruns. Risks associated with our development projects may
reduce anticipated rental revenue which could affect the timing
of, and our ability to make, distributions to our stockholders.
We may
be subject to risks arising from future acquisitions of
healthcare properties.
We may be subject to risks in connection with our acquisition of
healthcare properties, including without limitation the
following:
|
|
|
|
|
we may have no previous business experience with the tenants at
the facilities acquired, and we may face difficulties in
managing them;
|
|
|
|
underperformance of the acquired facilities due to various
factors, including unfavorable terms and conditions of the
existing lease agreements relating to the facilities,
disruptions caused by the management of our tenants or changes
in economic conditions;
|
|
|
|
diversion of our managements attention away from other
business concerns;
|
|
|
|
exposure to any undisclosed or unknown potential liabilities
relating to the acquired facilities; and
|
|
|
|
potential underinsured losses on the acquired facilities.
|
We cannot assure you that we will be able to manage the new
properties without encountering difficulties or that any such
difficulties will not have a material adverse effect on us.
Our
facilities may not achieve expected results or we may be limited
in our ability to finance future acquisitions, which may harm
our financial condition and operating results and our ability to
make the distributions to our stockholders required to maintain
our REIT status.
Acquisitions and developments entail risks that investments will
fail to perform in accordance with expectations and that
estimates of the costs of improvements necessary to acquire and
develop facilities will prove inaccurate, as well as general
investment risks associated with any new real estate investment.
Newly-developed or newly-renovated facilities may not have
operating histories that are helpful in making objective pricing
decisions. The purchase prices of these facilities will be based
in part upon projections by management as to the expected
operating results of the facilities, subjecting us to risks that
these facilities may not achieve anticipated operating results
or may not achieve these results within anticipated time frames.
We anticipate that future acquisitions and developments will
largely be financed through externally generated funds such as
borrowings under credit facilities and other secured and
unsecured debt financing and from issuances of equity
securities. Because we must distribute at least 90% of our REIT
taxable income, excluding net capital gain, each year to
maintain our qualification as a REIT, our ability to rely upon
income from operations or cash flow from operations to finance
our growth and acquisition activities will be limited.
If our facilities do not achieve expected results and generate
ample cash flows from operations or if we are unable to obtain
funds from borrowings or the capital markets to finance our
acquisition and development activities,
11
amounts available for distribution to stockholders could be
adversely affected and we could be required to reduce
distributions, thereby jeopardizing our ability to maintain our
status as a REIT.
If we
suffer losses that are not covered by insurance or that are in
excess of our insurance coverage limits, we could lose
investment capital and anticipated profits.
Our leases generally require our tenants to carry property,
general liability, professional liability, loss of earnings, all
risk and extended coverage insurance in amounts sufficient to
permit the replacement of the facility in the event of a total
loss, subject to applicable deductibles. For those properties
not currently under lease, we carry such insurance. However,
there are certain types of losses, generally of a catastrophic
nature, such as earthquakes, floods, hurricanes and acts of
terrorism, which may be uninsurable or not insurable at a price
we or our tenants can afford. Inflation, changes in building
codes and ordinances, environmental considerations and other
factors also might make it impracticable to use insurance
proceeds to replace a facility after it has been damaged or
destroyed. Under such circumstances, the insurance proceeds we
receive might not be adequate to restore our economic position
with respect to the affected facility. If any of these or
similar events occur, it may reduce our return from the facility
and the value of our investment.
Our
capital expenditures for facility renovation may be greater than
anticipated and may adversely impact rent payments by our
tenants and our ability to make distributions to
stockholders.
Facilities, particularly those that consist of older structures,
have an ongoing need for renovations and other capital
improvements, including periodic replacement of fixtures and
fixed equipment. Although our leases require our tenants to be
primarily responsible for the cost of such expenditures,
renovation of facilities involves certain risks, including the
possibility of environmental problems, regulatory requirements,
construction cost overruns and delays, uncertainties as to
market demand or deterioration in market demand after
commencement of renovation and the emergence of unanticipated
competition from other facilities. All of these factors could
adversely impact rent and loan payments by our tenants, which in
turn could have a material adverse effect on our financial
condition and results of operations along with our ability to
make distributions to our stockholders.
All of
our healthcare facilities are subject to property taxes that may
increase in the future and adversely affect our
business.
Our facilities are subject to real and personal property taxes
that may increase as property tax rates change and as the
facilities are assessed or reassessed by taxing authorities. Our
leases generally provide that the property taxes are charged to
our tenants as an expense related to the facilities that they
occupy. As the owner of the facilities, however, we are
ultimately responsible for payment of the taxes to the
government. If property taxes increase, our tenants may be
unable to make the required tax payments, ultimately requiring
us to pay the taxes. If we incur these tax liabilities, our
ability to make expected distributions to our stockholders could
be adversely affected.
As the
owner and lessor of real estate, we are subject to risks under
environmental laws, the cost of compliance with which and any
violation of which could materially adversely affect
us.
Our operating expenses could be higher than anticipated due to
the cost of complying with existing and future environmental
laws and regulations. Various environmental laws may impose
liability on the current or prior owner or operator of real
property for removal or remediation of hazardous or toxic
substances. Current or prior owners or operators may also be
liable for government fines and damages for injuries to persons,
natural resources and adjacent property. These environmental
laws often impose liability whether or not the owner or operator
knew of, or was responsible for, the presence or disposal of the
hazardous or toxic substances. The cost of complying with
environmental laws could materially adversely affect amounts
available for distribution to our stockholders and could exceed
the value of all of our facilities. In addition, the presence of
hazardous or toxic substances, or the failure of our tenants to
properly manage, dispose of or remediate such substances,
including medical waste generated by physicians and our other
healthcare tenants, may adversely affect our tenants or our
ability to use, sell or rent such property or to borrow using
such property as collateral which, in turn, could reduce our
revenue and our financing ability. We have obtained Phase I
environmental assessments on all facilities we have acquired or
developed or on which we have made mortgage loans, and intend to
obtain on all future facilities we acquire.
12
However, even if the Phase I environmental assessment reports do
not reveal any material environmental contamination, it is
possible that material environmental contamination and
liabilities may exist of which we are unaware.
Although the leases for our facilities and our mortgage loans
generally require our operators to comply with laws and
regulations governing their operations, including the disposal
of medical waste, and to indemnify us for certain environmental
liabilities, the scope of their obligations may be limited. We
cannot assure you that our tenants would be able to fulfill
their indemnification obligations and, therefore, any material
violation of environmental laws could have a material adverse
affect on us. In addition, environmental laws are constantly
evolving, and changes in laws, regulations or policies, or
changes in interpretations of the foregoing, could create
liabilities where none exists today.
Our
interests in facilities through ground leases expose us to the
loss of the facility upon breach or termination of the ground
lease and may limit our use of the facility.
We have acquired interests in four of our facilities, at least
in part, by acquiring leasehold interests in the land on which
the facility is located rather than an ownership interest in the
property, and we may acquire additional facilities in the future
through ground leases. As lessee under ground leases, we are
exposed to the possibility of losing the property upon
termination, or an earlier breach by us, of the ground lease.
Ground leases may also restrict our use of facilities. Our
current ground lease for the facility in San Antonio limits
use of the property to operation of a comprehensive
rehabilitation hospital, medical research and education and
other medical uses and uses reasonably incidental thereto. These
restrictions and any similar future restrictions in ground
leases will limit our flexibility in renting the facility and
may impede our ability to sell the property.
Healthcare
Matters
The following discussion describes certain material federal
healthcare laws and regulations that may affect our operations
and those of our tenants. However, the discussion does not
address state healthcare laws and regulations, except as
otherwise indicated. These state laws and regulations, like the
federal healthcare laws and regulations, could affect the
operations of our tenants and, accordingly, our operations. In
addition, in a couple of instances we own a minority interest in
our tenants operations and, in addition to the effect on
these tenants ability to meet their financial obligations
to us, our ownership and investment interests may also be
negatively impacted by such laws and regulations. Moreover, the
discussion relating to reimbursement for healthcare services
addresses matters that are subject to frequent review and
revision by Congress and the agencies responsible for
administering federal payment programs. Consequently, predicting
future reimbursement trends or changes is inherently difficult.
Ownership and operation of hospitals and other healthcare
facilities are subject, directly and indirectly, to substantial
federal, state and local government healthcare laws and
regulations. Our tenants failure to comply with these laws
and regulations could adversely affect their ability to meet
their lease obligations. Physician investment in us or in our
facilities also will be subject to such laws and regulations.
Although we are not a healthcare provider or in a position to
influence the referral of patients or ordering of services
reimbursable by the federal government, to the extent that a
healthcare provider engages in transactions with out tenants,
such as sublease or other financial arrangements, the
Anti-Kickback Statute and the Stark Law (both discussed below)
could be implicated. Our leases require the lessees to comply
with all applicable laws, including healthcare laws. We intend
for all of our business activities and operations to conform in
all material respects with all applicable laws and regulations,
including healthcare laws and regulations.
Applicable
Laws
Anti-Kickback Statute. The federal
Anti-Kickback Statute (codified at 42 U.S.C.
§ 1320a-7b(b))
prohibits, among other things, the offer, payment, solicitation
or acceptance of remuneration directly or indirectly in return
for referring an individual to a provider of services for which
payment may be made in whole or in part under a federal
healthcare program, including the Medicare or Medicaid programs.
Violation of the Anti-Kickback Statute is a crime, punishable by
fines of up to $25,000 per violation, five years imprisonment,
or both. Violations may also result in civil sanctions,
including civil penalties of up to $50,000 per violation,
exclusion from participation in
13
federal healthcare programs, including Medicare and Medicaid,
and additional monetary penalties in amounts treble to the
underlying remuneration.
The Office of Inspector General of the Department of Health and
Human Services (OIG) has issued Safe Harbor
Regulations that describe practices that will not be
considered violations of the Anti-Kickback Statute.
Nevertheless, the fact that a particular arrangement does not
meet safe harbor requirements does not mean that the arrangement
violates the Anti-Kickback Statute. Rather, the safe harbor
regulations simply provide a guaranty that qualifying
arrangements will not be prosecuted under the Anti-Kickback
Statute. We intend to use commercially reasonable efforts to
structure lease arrangements involving facilities in which local
physicians are investors and tenants so as to satisfy, or meet
as closely as possible, safe harbor conditions. We cannot assure
you, however, that we will meet all the conditions for the safe
harbor.
Physician Self-Referral Statute (Stark
Law). Any physicians investing in our
company or its subsidiary entities could also be subject to the
Ethics in Patient Referrals Act of 1989, or the Stark Law
(codified at 42 U.S.C. § 1395nn). Unless subject
to an exception, the Stark Law prohibits a physician from making
a referral to an entity furnishing designated
health services, including inpatient and outpatient
hospital services, clinical laboratory services and radiology
services, paid by Medicare or Medicaid if the physician or a
member of his immediate family has a financial
relationship with that entity. A reciprocal prohibition
bars the entity from billing Medicare or Medicaid for any
services furnished pursuant to a prohibited referral. Sanctions
for violating the Stark Law include denial of payment, refunding
amounts received for services provided pursuant to prohibited
referrals, civil monetary penalties of up to $15,000 per
prohibited service provided, and exclusion from the Medicare and
Medicaid programs. The statute also provides for a penalty of up
to $100,000 for a circumvention scheme.
There are exceptions to the self-referral prohibition for many
of the customary financial arrangements between physicians and
providers, including employment contracts, leases and
recruitment agreements. Unlike safe harbors under the
Anti-Kickback Statute, an arrangement must comply with every
requirement of a Stark Law exception or the arrangement is in
violation of the Stark Law.
CMS has issued multiple phases of final regulations implementing
the Stark Law and continues to make changes to these
regulations. While these regulations help clarify the exceptions
to the Stark Law, it is unclear how the government will
interpret many of these exceptions for enforcement purposes.
Although our lease agreements require lessees to comply with the
Stark Law, we cannot offer assurance that the arrangements
entered into by us and our facilities will be found to be in
compliance with the Stark Law, as it ultimately may be
implemented or interpreted.
False Claims Act. The federal False Claims Act
prohibits the making or presenting of any false claim for
payment to the federal government; it is the civil equivalent to
federal criminal provisions prohibiting the submission of false
claims to federally funded programs. Additionally, qui
tam, or whistleblower, provisions of the federal False
Claims Act allow private individuals to bring actions on behalf
of the government alleging that the defendant has defrauded the
federal government. Whistleblowers may collect a portion of the
governments recovery an incentive which
increases the frequency of such actions. A successful False
Claims Act case may result in a penalty of three times actual
damages, plus additional civil penalties payable to the
government, plus reimbursement of the fees of counsel for the
whistleblower. Many states have enacted similar statutes
preventing the presentation of a false claim to a state
government, and we expect more to do so because the Social
Security Act provides a financial incentive for states to enact
statutes establishing state level liability.
The Civil Monetary Penalties Law. The Civil
Monetary Penalties law prohibits the knowing presentation of a
claim for certain healthcare services that is false or
fraudulent. The penalties include a monetary civil penalty of up
to $10,000 for each item or service, $15,000 for each individual
with respect to whom false or misleading information was given,
as well as treble damages for the total amount of remuneration
claimed.
Licensure. The tenant operators of the
healthcare facilities in our portfolio are subject to extensive
federal, state and local licensure, certification and inspection
laws and regulations. Further, various licenses and permits are
required to dispense narcotics, operate pharmacies, handle
radioactive materials and operate equipment. Failure to comply
with any of these laws could result in loss of licensure,
certification or accreditation, denial of reimbursement,
imposition of fines, suspension or decertification from federal
and state healthcare programs.
14
EMTALA. All of our healthcare facilities that
provide emergency care are subject to the Emergency Medical
Treatment and Active Labor Act (EMTALA). This
federal law requires such facilities to conduct an appropriate
medical screening examination of every individual who presents
to the hospitals emergency room for treatment and, if the
individual is suffering from an emergency medical condition, to
either stabilize the condition or make an appropriate transfer
of the individual to a facility able to handle the condition.
The obligation to screen and stabilize emergency medical
conditions exists regardless of an individuals ability to
pay for treatment. There are severe penalties under EMTALA if a
hospital fails to screen or appropriately stabilize or transfer
an individual or if the hospital delays appropriate treatment in
order to first inquire about the individuals ability to
pay. Liability for violations of EMTALA includes, among other
things, civil monetary penalties and exclusion from
participation in the Medicare program. Our lease agreements
require lessees to comply with EMTALA, and we believe our
tenants conduct business in substantial compliance with EMTALA.
Regulatory and Legislative
Developments. Healthcare continues to attract
intense legislative and public interest. Many states have
enacted, or are considering enacting, measures designed to
reduce their Medicaid expenditures and change private healthcare
insurance, and states continue to face significant challenges in
maintaining appropriate levels of Medicaid funding due to state
budget shortfalls. Healthcare facility operating margins may
continue to be under significant pressure due to the
deterioration in pricing flexibility and payor mix, as well as
increases in operating expenses that exceed increases in
payments under the Medicare program. More importantly,
restrictions on admissions to inpatient rehabilitation
facilities and long-term acute care hospitals may continue. We
cannot predict whether any such initiatives will impact the
business of our tenants, or whether our business will be
adversely impacted. In instances where we own a minority
interest in our tenant operators, in addition to the effect on
these tenants ability to meet their financial obligations
to us, our ownership and investment interests may also be
negatively impacted.
Health Reform Measures. On March 23,
2010, President Obama signed into law the Patient Protection and
Affordable Care Act (PPACA). Seven days later, on
March 30, 2010, President Obama approved the Health Care
and Education Affordability Reconciliation Act (the
Reconciliation Act). A detailed discussion of the
Acts is not provided herein. However, generally, this
legislation seeks to provide universal health insurance coverage
through tax subsidies, expanded federal health insurance
programs, individual and employer mandates for health insurance
coverage, and health insurance exchanges. The legislation also
includes cuts to federal health care program funding, as well as
heightened regulations on insurers and pharmaceutical companies.
Various cost containment initiatives were adopted, including
quality control and payment system refinements for federal
programs, such as expansion of pay-for-performance criteria and
value-based purchasing programs, bundled provider payments,
accountable care organizations, geographic payment variations,
comparative effectiveness research, and lower payments for
hospital readmissions. Finally, heightened health information
technology standards will be required for healthcare providers.
With respect to long term acute care hospitals
(LTACHs), and inpatient rehabilitation facilities
(IRFs), which account for a significant percentage
of our tenants, the law also requires that LTACHs and IRFs
report quality data to be set forth by the Secretary of Health
and Human Services or face payment reductions beginning in rate
year/fiscal year 2014.
This legislation will ultimately lead to significant changes in
the healthcare system. We cannot predict the possible impact on
our business of this legislation, as some aspects could benefit
the operations of our tenants, while other aspects could present
challenges.
RISKS
RELATING TO THE HEALTHCARE INDUSTRY
Reductions
in reimbursement from third-party payors, including Medicare and
Medicaid, could adversely affect the profitability of our
tenants and hinder their ability to make rent payments to
us.
Sources of revenue for our tenants and operators may include the
Medicare and Medicaid programs, private insurance carriers and
health maintenance organizations, among others. Efforts by such
payors to reduce healthcare costs will likely continue, which
may result in reductions or slower growth in reimbursement for
certain services provided by some of our tenants. In addition,
the failure of any of our tenants to comply with various laws
and
15
regulations could jeopardize their ability to continue
participating in Medicare, Medicaid and other
government-sponsored payment programs.
The healthcare industry continues to face various challenges,
including increased government and private payor pressure on
healthcare providers to control or reduce costs. We believe that
our tenants will continue to experience a shift in payor mix
away from fee-for-service payors, resulting in an increase in
the percentage of revenues attributable to managed care payors,
government payors and general industry trends that include
pressures to control healthcare costs. Pressures to control
healthcare costs and a shift away from traditional health
insurance reimbursement have resulted in an increase in the
number of patients whose healthcare coverage is provided under
managed care plans, such as health maintenance organizations and
preferred provider organizations. In addition, due to the aging
of the population and the expansion of governmental payor
programs, we anticipate that there will be a marked increase in
the number of patients relying on healthcare coverage provided
by governmental payors. These changes could have a material
adverse effect on the financial condition of some or all of our
tenants, which could have a material adverse effect on our
financial condition and results of operations and could
negatively affect our ability to make distributions to our
stockholders. In instances where we own a minority interest in
our tenants operations, in addition to the effect on these
tenants ability to meet their financial obligations to us,
our ownership and investment interests may also be negatively
impacted.
Over the past several years, CMS has increased its attention on
reimbursement for LTACHs and IRFs, with CMS imposing regulatory
restrictions on LTACH and IRF reimbursement. A significant
number of our tenants operate LTACHs and IRFs. We expect that
CMS will continue to explore implementing other restrictions on
LTACH and IRF reimbursement, and possibly develop more
restrictive facility and patient level criteria for these types
of facilities. These changes could have a material adverse
effect on the financial condition of some of our tenants, which
could have a material adverse effect on our financial condition
and results of operations and could negatively affect our
ability to make distributions to our stockholders. In instances
where we own a minority interest in our tenants
operations, in addition to the effect on these tenants
ability to meet their financial obligations to us, our ownership
and investment interests may also be negatively impacted.
The
healthcare industry is heavily regulated and loss of licensure
or certification or failure to obtain licensure or certification
could result in the inability of our tenants to make lease
payments to us.
The healthcare industry is highly regulated by federal, state
and local laws (as discussed on pages 13-15), and is
directly affected by federal conditions of participation, state
licensing requirements, facility inspections, state and federal
reimbursement policies, regulations concerning capital and other
expenditures, certification requirements and other such laws,
regulations and rules.
Licensed health care facilities must comply with minimum health
and safety standards and are subject to survey and inspection by
state and federal agencies and their agents or affiliates,
including the Centers for Medicare and Medicaid Services (CMS),
the Joint Commission, and state departments of health. CMS
develops Conditions of Participation and Conditions for Coverage
that health care organizations must meet in order to begin and
continue participating in the Medicare and Medicaid programs.
These minimum health and safety standards are aimed at improving
quality and protecting the health and safety of beneficiaries.
There are several common criteria that exist across health
entities. Examples of common conditions include: a governing
body responsible for effectively governing affairs of the
organization, a quality assurance program to evaluate
entity-wide patient care, medical record service responsible for
medical records, a utilization review that reviews the services
furnished by the organization and its staff, a facility
constructed, arranged and maintained according to a life safety
code that ensures patient safety and the deliverance of services
appropriate to the needs of the community.
For example, the Medicare program contains specific requirements
with respect to the maintenance of medical records. Medical
records must be maintained for every individual who is evaluated
or treated at a hospital. Medical records must be accurately
written, promptly completed, properly filed and retained, and
accessible. Medicare surveyors may conduct on site visits for a
variety of reasons, including to investigate a patient complaint
or to survey the hospital for compliance with Medicare
requirements. In such instances, Medicare surveyors generally
review a large sampling of patient charts. If a pattern of
incomplete medical records is identified, the hospitals
Medicare certification could be jeopardized if a plan of
correction is not completed. In order for a health care
organization to
16
continue receiving payment from the Medicare and Medicaid
programs, it must comply with conditions of participation, or
standards, as set forth in federal regulations. Further, many
hospitals and other institutional providers are accredited by
accrediting agencies such as the Joint Commission, a national
health care accrediting organization. The Joint Commission was
created to accredit healthcare organizations that meet its
minimum health and safety standards. A national accrediting
organization, such as the Joint Commission, enforces standards
that meet or exceed such requirements.
Surveyors for the Joint Commission, prior to the opening of a
facility and approximately every three years thereafter, conduct
on site surveys of facilities for compliance with a multitude of
patient safety, treatment, and administrative requirements.
Facilities may lose accreditation for failure to meet such
requirements, which in turn may result in the loss of license or
certification. For example, a facility may lose accreditation
for failing to maintain proper medication in the operating room
to treat potentially fatal reactions to anesthesia, or for
failure to maintain safe and sanitary medical equipment.
Finally, health care facility reimbursement practices and
quality of care issues may result in loss of license or
certification. For instance, the practice of
upcoding, whereby services are billed for higher
procedure codes than were actually performed, may lead to the
revocation of a hospitals license. An event involving poor
quality of care, such as that which leads to the serious injury
or death of a patient, may also result in loss of license or
certification. The Services Employees International Union
(SEIU) has alleged that our tenant, Prime may have
upcoded for certain procedures and may be providing poor quality
of care. Prime has addressed these allegations publicly and has
provided clinical and other data to us refuting these
allegations. Prime has also informed us that the SEIU is
attempting to organize certain Prime employees.
The failure of any tenant to comply with such laws,
requirements, and regulations resulting in a loss of its license
would affect its ability to continue its operation of the
facility and would adversely effect the tenants ability to
make lease and principal and interest payments to us. This, in
turn, could have a material adverse effect on our financial
condition and results of operations and could negatively affect
our ability to make distributions to our shareholders. In
instances where we own a minority interest in our tenants
operations, in addition to the effects on these tenants
ability to meet their financial obligations to us, our ownership
and investment interests would also be negatively impacted.
In addition, establishment of healthcare facilities and
transfers of operations of healthcare facilities are subject to
regulatory approvals not required for establishment, or
transfers, of other types of commercial operations and real
estate. Restrictions and delays in transferring the operations
of healthcare facilities, in obtaining new third-party payor
contracts, including Medicare and Medicaid provider agreements,
and in receiving licensure and certification approval from
appropriate state and federal agencies by new tenants, may
affect our ability to terminate lease agreements, remove tenants
that violate lease terms, and replace existing tenants with new
tenants. Furthermore, these matters may affect a new
tenants ability to obtain reimbursement for services
rendered, which could adversely affect their ability to pay rent
to us and to pay principal and interest on their loans from us.
In instances where we own a minority interest in our
tenants operations, in addition to the effect on these
tenants ability to meet their financial obligations to us,
our ownership and investment interests may also be negatively
impacted.
Our
tenants are subject to fraud and abuse laws, the violation of
which by a tenant may jeopardize the tenants ability to
make lease and loan payments to us.
As noted earlier, the federal government and numerous state
governments have passed laws and regulations that attempt to
eliminate healthcare fraud and abuse by prohibiting business
arrangements that induce patient referrals or the ordering of
specific ancillary services. In addition, federal and state
governments have significantly increased investigation and
enforcement activity to detect and eliminate fraud and abuse in
the Medicare and Medicaid programs. It is anticipated that the
trend toward increased investigation and enforcement activity in
the areas of fraud and abuse and patient self-referrals, will
continue in future years. Violations of these laws may result in
the imposition of criminal and civil penalties, including
possible exclusion from federal and state healthcare programs.
Imposition of any of these penalties upon any of our tenants
could jeopardize any tenants ability to operate a facility
or to make lease and loan payments, thereby potentially
adversely affecting us. In instances where we own a minority
interest in our tenants operations, in addition to the
effect on these tenants ability to meet their financial
obligations to us, our ownership and investment interests may
also be negatively impacted.
17
Some of our tenants have accepted, and prospective tenants may
accept, an assignment of the previous operators Medicare
provider agreement. Such operators and other new-operator
tenants that take assignment of Medicare provider agreements
might be subject to federal or state regulatory, civil and
criminal investigations of the previous owners operations
and claims submissions. While we conduct due diligence in
connection with the acquisition of such facilities, these types
of issues may not be discovered prior to purchase. Adverse
decisions, fines or recoupments might negatively impact our
tenants financial condition, and in turn their ability to
make lease and loan payments to us. In instances where we own a
minority interest in our tenants operations, in addition
to the effect on these tenants ability to meet their
financial obligations to us, our ownership and investment
interests may also be negatively impacted.
Certain
of our lease arrangements may be subject to fraud and abuse or
physician self-referral laws.
Although no such investment exists today, local physician
investment in our operating partnership or our subsidiaries that
own our facilities could subject our lease arrangements to
scrutiny under fraud and abuse and physician self-referral laws.
Under the Stark Law, and its implementing regulations, if our
lease arrangements do not satisfy the requirements of an
applicable exception, the ability of our tenants to bill for
services provided to Medicare beneficiaries pursuant to
referrals from physician investors could be adversely impacted
and subject us and our tenants to fines, which could impact our
tenants ability to make lease and loan payments to us. In
instances where we own a minority interest in our tenants
operations, in addition to the effect on these tenants
ability to meet their financial obligations to us, our ownership
and investment interests may also be negatively impacted.
We intend to use our good faith efforts to structure our lease
arrangements to comply with these laws; however, if we are
unable to do so, this failure may restrict our ability to permit
physician investment or, where such physicians do participate,
may restrict the types of lease arrangements into which we may
enter, including our ability to enter into percentage rent
arrangements.
State
certificate of need laws may adversely affect our development of
facilities and the operations of our tenants.
Certain healthcare facilities in which we invest may also be
subject to state laws which require regulatory approval in the
form of a certificate of need prior to initiation of certain
projects, including, but not limited to, the establishment of
new or replacement facilities, the addition of beds, the
addition or expansion of services and certain capital
expenditures. State certificate of need laws are not uniform
throughout the United States and are subject to change. We
cannot predict the impact of state certificate of need laws on
our development of facilities or the operations of our tenants.
In addition, certificate of need laws often materially impact
the ability of competitors to enter into the marketplace of our
facilities. Finally, in limited circumstances, loss of state
licensure or certification or closure of a facility could
ultimately result in loss of authority to operate the facility
and require re-licensure or new certificate of need
authorization to re-institute operations. As a result, a portion
of the value of the facility may be related to the limitation on
new competitors. In the event of a change in the certificate of
need laws, this value may markedly change.
RISKS
RELATING TO OUR ORGANIZATION AND STRUCTURE
Maryland
law and Medical Properties charter and bylaws contain
provisions which may prevent or deter changes in management and
third-party acquisition proposals that you may believe to be in
your best interest, depress the price of Medical Properties
common stock or cause dilution.
Medical Properties charter contains ownership limitations
that may restrict business combination opportunities, inhibit
change of control transactions and reduce the value of Medical
Properties common stock. To qualify as a REIT under the
Internal Revenue Code of 1986, as amended, or the Code, no more
than 50% in value of Medical Properties outstanding stock,
after taking into account options to acquire stock, may be
owned, directly or indirectly, by five or fewer persons during
the last half of each taxable year. Medical Properties
charter generally prohibits direct or indirect ownership by any
person of more than 9.8% in value or in number, whichever is
more restrictive, of outstanding shares of any class or series
of our securities, including Medical Properties common
18
stock. Generally, Medical Properties common stock owned by
affiliated owners will be aggregated for purposes of the
ownership limitation. The ownership limitation could have the
effect of delaying, deterring or preventing a change in control
or other transaction in which holders of common stock might
receive a premium for their common stock over the then-current
market price or which such holders otherwise might believe to be
in their best interests. The ownership limitation provisions
also may make Medical Properties common stock an
unsuitable investment vehicle for any person seeking to obtain,
either alone or with others as a group, ownership of more than
9.8% of either the value or number of the outstanding shares of
Medical Properties common stock.
Medical Properties charter and bylaws contain provisions
that may impede third-party acquisition proposals that may be in
the best interests of our stockholders. Medical Properties
charter and bylaws also provide that our directors may only be
removed by the affirmative vote of the holders of two-thirds of
Medical Properties common stock, that stockholders are required
to give us advance notice of director nominations and new
business to be conducted at our annual meetings of stockholders
and that special meetings of stockholders can only be called by
our president, our board of directors or the holders of at least
25% of stock entitled to vote at the meetings. These and other
charter and bylaw provisions may delay or prevent a change of
control or other transaction in which holders of Medical
Properties common stock might receive a premium for their
common stock over the then-current market price or which such
holders otherwise might believe to be in their best interests.
We
depend on key personnel, the loss of any one of whom may
threaten our ability to operate our business
successfully.
We depend on the services of Edward K. Aldag, Jr., R.
Steven Hamner, and Emmett E. McLean to carry out our business
and investment strategy. If we were to lose any of these
executive officers, it may be more difficult for us to locate
attractive acquisition targets, complete our acquisitions and
manage the facilities that we have acquired or developed.
Additionally, as we expand, we will continue to need to attract
and retain additional qualified officers and employees. The loss
of the services of any of our executive officers, or our
inability to recruit and retain qualified personnel in the
future, could have a material adverse effect on our business and
financial results.
Our
UPREIT structure may result in conflicts of interest between
Medical Properties stockholders and the holders of our
operating partnership units.
We are organized as an UPREIT, which means that we hold our
assets and conduct substantially all of our operations through
an operating limited partnership, and may issue operating
partnership units to third parties. Persons holding operating
partnership units would have the right to vote on certain
amendments to the partnership agreement of our operating
partnership, as well as on certain other matters. Persons
holding these voting rights may exercise them in a manner that
conflicts with the interests of our stockholders. Circumstances
may arise in the future, such as the sale or refinancing of one
of our facilities, when the interests of limited partners in our
operating partnership conflict with the interests of our
stockholders. As the sole member of the general partner of the
operating partnership, Medical Properties has fiduciary duties
to the limited partners of the operating partnership that may
conflict with fiduciary duties that Medical Properties
officers and directors owe to its stockholders. These conflicts
may result in decisions that are not in the best interest of our
stockholders.
TAX RISKS
ASSOCIATED WITH OUR STATUS AS A REIT
Loss
of our tax status as a REIT would have significant adverse
consequences to us and the value of Medical Properties
common stock.
We believe that we qualify as a REIT for federal income tax
purposes and have elected to be taxed as a REIT under the
federal income tax laws commencing with our taxable year that
began on April 6, 2004 and ended on December 31, 2004.
The REIT qualification requirements are extremely complex, and
interpretations of the federal income tax laws governing
qualification as a REIT are limited. Accordingly, there is no
assurance that we will be successful in operating so as to
qualify as a REIT. At any time, new laws, regulations,
interpretations or court decisions may change the federal tax
laws relating to, or the federal income tax consequences of,
qualification as a REIT. It is possible that future economic,
market, legal, tax or other considerations may cause our board
of directors to revoke the REIT election, which it may do
without stockholder approval.
19
If we lose or revoke our REIT status, we will face serious tax
consequences that will substantially reduce the funds available
for distribution because:
|
|
|
|
|
we would not be allowed a deduction for distributions to
stockholders in computing our taxable income; therefore we would
be subject to federal income tax at regular corporate rates and
we might need to borrow money or sell assets in order to pay any
such tax;
|
|
|
|
we also could be subject to the federal alternative minimum tax
and possibly increased state and local taxes; and
|
|
|
|
unless we are entitled to relief under statutory provisions, we
also would be disqualified from taxation as a REIT for the four
taxable years following the year during which we ceased to
qualify.
|
As a result of all these factors, a failure to achieve or a loss
or revocation of our REIT status could have a material adverse
effect on our financial condition and results of operations and
would adversely affect the value of our common stock.
Failure
to make required distributions would subject us to
tax.
In order to qualify as a REIT, each year we must distribute to
our stockholders at least 90% of our REIT taxable income,
excluding net capital gain. To the extent that we satisfy the
distribution requirement, but distribute less than 100% of our
taxable income, we will be subject to federal corporate income
tax on our undistributed income. In addition, we will incur a 4%
nondeductible excise tax on the amount, if any, by which our
distributions in any year are less than the sum of (1) 85%
of our ordinary income for that year; (2) 95% of our
capital gain net income for that year; and (3) 100% of our
undistributed taxable income from prior years.
We may be required to make distributions to stockholders at
disadvantageous times or when we do not have funds readily
available for distribution. Differences in timing between the
recognition of income and the related cash receipts or the
effect of required debt amortization payments could require us
to borrow money or sell assets to pay out enough of our taxable
income to satisfy the distribution requirement and to avoid
corporate income tax and the 4% excise tax in a particular year.
In the future, we may borrow to pay distributions to our
stockholders and the limited partners of our operating
partnership. Any funds that we borrow would subject us to
interest rate and other market risks.
Complying
with REIT requirements may cause us to forego otherwise
attractive opportunities.
To qualify as a REIT for federal income tax purposes, we must
continually satisfy tests concerning, among other things, the
sources of our income, the nature and diversification of our
assets, the amounts we distribute to our stockholders and the
ownership of our stock. In order to meet these tests, we may be
required to forego attractive business or investment
opportunities. Overall, no more than 20% of the value of our
assets may consist of securities of one or more taxable REIT
subsidiaries and no more than 25% of the value of our assets may
consist of securities that are not qualifying assets under the
test requiring that 75% of a REITs assets consist of real
estate and other related assets. Further, a taxable REIT
subsidiary may not directly or indirectly operate or manage a
healthcare facility. For purposes of this definition a
healthcare facility means a hospital, nursing
facility, assisted living facility, congregate care facility,
qualified continuing care facility, or other licensed facility
which extends medical or nursing or ancillary services to
patients and which is operated by a service provider that is
eligible for participation in the Medicare program under
Title XVIII of the Social Security Act with respect to the
facility. Thus, compliance with the REIT requirements may limit
our flexibility in executing our business plan.
Loans
to our tenants could be recharacterized as equity, in which case
our interest income from that tenant might not be qualifying
income under the REIT rules and we could lose our REIT
status.
In connection with the acquisition in 2004 of certain Vibra
facilities, one of our taxable REIT subsidiaries made a loan to
Vibra in an aggregate amount of $41.4 million to acquire
the operations at those Vibra Facilities. As of
February 24, 2011, that loan had been reduced to
$19.6 million. The acquisition loan bears interest at an
annual rate of 10.25%. Our operating partnership loaned the
funds to our taxable REIT subsidiary to make these loans. The
loan from our operating partnership to our taxable REIT
subsidiaries bears interest at an annual rate of 9.25%.
20
Our taxable REIT subsidiaries have made and will make loans to
tenants to acquire operations or for other purposes. The
Internal Revenue Service, or IRS, may take the position that
certain loans to tenants should be treated as equity interests
rather than debt, and that our interest income from such tenant
should not be treated as qualifying income for purposes of the
REIT gross income tests. If the IRS were to successfully treat a
loan to a particular tenant as equity interests, the tenant
would be a related party tenant with respect to our
company and the interest that we receive from the tenant would
not be qualifying income for purposes of the REIT gross income
tests. As a result, we could lose our REIT status. In addition,
if the IRS were to successfully treat a particular loan as
interests held by our operating partnership rather than by our
taxable REIT subsidiaries, we could fail the 5% asset test, and
if the IRS further successfully treated the loan as other than
straight debt, we could fail the 10% asset test with respect to
such interest. As a result of the failure of either test, could
lose our REIT status, which would subject us to corporate level
income tax and adversely affect our ability to make
distributions to our stockholders.
RISKS
RELATED TO AN INVESTMENT IN OUR COMMON STOCK
The
market price and trading volume of our common stock may be
volatile.
The market price of our common stock may be highly volatile and
be subject to wide fluctuations. In addition, the trading volume
in our common stock may fluctuate and cause significant price
variations to occur. If the market price of our common stock
declines significantly, you may be unable to resell your shares
at or above your purchase price.
We cannot assure you that the market price of our common stock
will not fluctuate or decline significantly in the future. Some
of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our
common stock include:
|
|
|
|
|
actual or anticipated variations in our quarterly operating
results or distributions;
|
|
|
|
changes in our funds from operations or earnings estimates or
publication of research reports about us or the real estate
industry;
|
|
|
|
increases in market interest rates that lead purchasers of our
shares of common stock to demand a higher yield;
|
|
|
|
changes in market valuations of similar companies;
|
|
|
|
adverse market reaction to any increased indebtedness we incur
in the future;
|
|
|
|
additions or departures of key management personnel;
|
|
|
|
actions by institutional stockholders;
|
|
|
|
local conditions such as an oversupply of, or a reduction in
demand for, rehabilitation hospitals, long-term acute care
hospitals, ambulatory surgery centers, medical office buildings,
specialty hospitals, skilled nursing facilities, regional and
community hospitals, womens and childrens hospitals
and other single-discipline facilities;
|
|
|
|
speculation in the press or investment community; and
|
|
|
|
general market and economic conditions.
|
Future
sales of common stock may have adverse effects on our stock
price.
We cannot predict the effect, if any, of future sales of common
stock, or the availability of shares for future sales, on the
market price of our common stock. Sales of substantial amounts
of common stock, or the perception that these sales could occur,
may adversely affect prevailing market prices for our common
stock. We may issue from time to time additional common stock or
units of our operating partnership in connection with the
acquisition of facilities and we may grant additional demand or
piggyback registration rights in connection with these
issuances. Sales of substantial amounts of common stock or the
perception that these sales could occur may adversely affect the
prevailing market price for our common stock. In addition, the
sale of these shares could impair our ability to raise capital
through a sale of additional equity securities.
21
An
increase in market interest rates may have an adverse effect on
the market price of our securities.
One of the factors that investors may consider in deciding
whether to buy or sell our securities is our distribution rate
as a percentage of our price per share of common stock, relative
to market interest rates. If market interest rates increase,
prospective investors may desire a higher distribution or
interest rate on our securities or seek securities paying higher
distributions or interest. The market price of our common stock
likely will be based primarily on the earnings that we derive
from rental and interest income with respect to our facilities
and our related distributions to stockholders, and not from the
underlying appraised value of the facilities themselves. As a
result, interest rate fluctuations and capital market conditions
can affect the market price of our common stock. In addition,
rising interest rates would result in increased interest expense
on our variable-rate debt, thereby adversely affecting cash flow
and our ability to service our indebtedness and make
distributions.
|
|
ITEM 1B.
|
Unresolved
Staff Comments
|
Not applicable.
At December 31, 2010, our portfolio consisted of 53
properties: 49 facilities (of the 51 facilities that we own) are
leased to 16 operators with the remainder in the form of
mortgage loans. Our owned facilities consisted of 19 general
acute care hospitals, 15 long-term acute care hospitals, 9
inpatient rehabilitation hospitals, 2 medical office buildings,
and 6 wellness centers. The two non-owned facilities on
which we have made mortgage loans consist of general acute care
facilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2010
|
|
|
Percentage of
|
|
|
Total
|
|
State
|
|
Revenue
|
|
|
Total Revenue
|
|
|
Investment
|
|
|
|
(Dollars in thousands)
|
|
|
Arizona
|
|
$
|
672
|
|
|
|
0.55
|
%
|
|
$
|
7,057
|
|
Arkansas
|
|
|
1,745
|
|
|
|
1.43
|
%
|
|
|
19,523
|
|
California
|
|
|
47,731
|
|
|
|
39.17
|
%
|
|
|
385,223
|
|
Colorado
|
|
|
1,521
|
|
|
|
1.25
|
%
|
|
|
10,728
|
|
Connecticut
|
|
|
681
|
|
|
|
0.56
|
%
|
|
|
7,838
|
|
Florida
|
|
|
2,250
|
|
|
|
1.85
|
%
|
|
|
25,810
|
|
Idaho
|
|
|
5,475
|
|
|
|
4.49
|
%
|
|
|
46,468
|
|
Indiana
|
|
|
2,699
|
|
|
|
2.21
|
%
|
|
|
50,369
|
|
Kansas
|
|
|
1,817
|
|
|
|
1.49
|
%
|
|
|
19,720
|
|
Louisiana
|
|
|
4,529
|
|
|
|
3.72
|
%
|
|
|
40,124
|
|
Massachusetts
|
|
|
5,818
|
|
|
|
4.77
|
%
|
|
|
46,053
|
|
Michigan
|
|
|
1,422
|
|
|
|
1.17
|
%
|
|
|
10,743
|
|
Missouri
|
|
|
4,164
|
|
|
|
3.42
|
%
|
|
|
41,443
|
|
Oregon
|
|
|
3,419
|
|
|
|
2.81
|
%
|
|
|
26,588
|
|
Pennsylvania
|
|
|
1,872
|
|
|
|
1.54
|
%
|
|
|
45,376
|
|
Rhode Island
|
|
|
292
|
|
|
|
0.24
|
%
|
|
|
3,737
|
|
South Carolina
|
|
|
3,938
|
|
|
|
3.23
|
%
|
|
|
37,956
|
|
Texas
|
|
|
22,070
|
|
|
|
18.11
|
%
|
|
|
317,808
|
(A)
|
Utah
|
|
|
6,602
|
|
|
|
5.42
|
%
|
|
|
66,355
|
|
Virginia
|
|
|
1,072
|
|
|
|
0.88
|
%
|
|
|
10,915
|
|
West Virginia
|
|
|
2,058
|
|
|
|
1.69
|
%
|
|
|
21,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
121,847
|
|
|
|
100.0
|
%
|
|
$
|
1,241,624
|
(B)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
(A) |
|
Includes our River Oaks facility that is currently under
re-development and not being operated. Our total gross
investment in the facility is $30.7 million. |
|
(B) |
|
Excludes construction in progress and other costs of
$6.7 million that primarily relate to our Florence, Arizona
development project that is expected to be completed in 2012. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
Type of Property
|
|
Properties
|
|
Square Feet
|
|
Licensed Beds
|
|
General Acute Care Hospitals
|
|
|
21
|
|
|
|
3,235,886
|
|
|
|
2,819
|
|
Long-Term Acute Care Hospitals
|
|
|
15
|
|
|
|
1,090,302
|
|
|
|
1,234
|
|
Medical Office Buildings
|
|
|
2
|
|
|
|
78,000
|
|
|
|
NA
|
|
Rehabilitation Hospitals
|
|
|
9
|
|
|
|
671,781
|
|
|
|
621
|
|
Wellness Centers
|
|
|
6
|
|
|
|
251,213
|
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53
|
|
|
|
5,327,182
|
|
|
|
4,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows tenant lease expirations for the next
10 years and thereafter at our leased properties, assuming
that none of the tenants exercise any of their renewal options
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Total
|
|
|
|
Total
|
|
|
Base
|
|
|
% of Total
|
|
|
Square
|
|
|
Licensed
|
|
Total Portfolio(2)
|
|
Leases
|
|
|
Rent(1)
|
|
|
Base Rent
|
|
|
Footage
|
|
|
Beds
|
|
|
2011
|
|
|
3
|
|
|
$
|
5,656
|
|
|
|
6.0
|
%
|
|
|
225,282
|
|
|
|
266
|
|
2012
|
|
|
3
|
|
|
$
|
2,850
|
|
|
|
3.0
|
%
|
|
|
215,373
|
|
|
|
173
|
|
2013
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2
|
|
|
$
|
4,731
|
|
|
|
5.1
|
%
|
|
|
241,580
|
|
|
|
225
|
|
2015
|
|
|
2
|
|
|
$
|
3,789
|
|
|
|
4.0
|
%
|
|
|
137,977
|
|
|
|
161
|
|
2016
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
12
|
|
|
$
|
16,939
|
|
|
|
18.0
|
%
|
|
|
867,065
|
|
|
|
579
|
|
2019
|
|
|
2
|
|
|
$
|
8,166
|
|
|
|
8.7
|
%
|
|
|
324,922
|
|
|
|
231
|
|
2020
|
|
|
2
|
|
|
$
|
3,208
|
|
|
|
3.4
|
%
|
|
|
183,600
|
|
|
|
193
|
|
Thereafter
|
|
|
23
|
|
|
$
|
48,611
|
|
|
|
51.8
|
%
|
|
|
2,450,541
|
|
|
|
2,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
49
|
|
|
$
|
93,950
|
|
|
|
100.0
|
%
|
|
|
4,646,340
|
|
|
|
4,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The most recent monthly base rent annualized. Base rent does not
include tenant recoveries, additional rents and other
lease-related adjustments to revenue (i.e., straight-line rents
and deferred revenues). |
|
(2) |
|
Excludes our River Oaks facility, as it is currently under
re-development and not subject to lease and our Florence
facility that is under development. |
|
|
ITEM 3.
|
Legal
Proceedings
|
None.
|
|
ITEM 4.
|
(Removed
and Reserved.)
|
23
PART II
|
|
ITEM 5.
|
Market
for Registrants Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
|
(a) Medical Properties common stock is traded on the
New York Stock Exchange under the symbol MPW. The
following table sets forth the high and low sales prices for the
common stock for the periods indicated, as reported by the New
York Stock Exchange Composite Tape, and the dividends declared
by us with respect to each such period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Dividends
|
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
11.42
|
|
|
$
|
9.15
|
|
|
$
|
0.20
|
|
Second Quarter
|
|
|
11.10
|
|
|
|
7.98
|
|
|
|
0.20
|
|
Third Quarter
|
|
|
10.47
|
|
|
|
8.99
|
|
|
|
0.20
|
|
Fourth Quarter
|
|
|
11.65
|
|
|
|
10.00
|
|
|
|
0.20
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
6.61
|
|
|
$
|
2.91
|
|
|
$
|
0.20
|
|
Second Quarter
|
|
|
6.85
|
|
|
|
3.87
|
|
|
|
0.20
|
|
Third Quarter
|
|
|
8.06
|
|
|
|
5.78
|
|
|
|
0.20
|
|
Fourth Quarter
|
|
|
10.47
|
|
|
|
7.62
|
|
|
|
0.20
|
|
On February 24, 2011, the closing price for our common stock, as
reported on the New York Stock Exchange, was $11.27. As of
February 24, 2011, there were 73 holders of record of our common
stock. This figure does not reflect the beneficial ownership of
shares held in nominee name.
If dividends are declared in a quarter, those dividends will be
paid during the subsequent quarter. We expect to continue the
policy of distributing our taxable income through regular cash
dividends on a quarterly basis, although there is no assurance
as to future dividends because they depend on future earnings,
capital requirements, and our financial condition. In addition,
our 2010 secured credit facility limits the amounts of dividends
we can pay see Note 4 of Item 8 of this
Annual Report on
Form 10-K
for more information.
(b) None.
(c) None.
24
The following graph provides comparison of cumulative total
stockholder return for the period from December 31, 2005
through December 31, 2010, among Medical Properties Trust,
Inc., the Russell 2000 Index, NAREIT Equity REIT Index, and SNL
US REIT Healthcare Index. The stock performance graph assumes an
investment of $100 in each of Medical Properties Trust, Inc. and
the three indices, and the reinvestment of dividends. The
historical information below is not indicative of future
performance.
Medical
Properties Trust, Inc.
Total
Return Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending
|
Index
|
|
12/31/05
|
|
12/31/06
|
|
12/31/07
|
|
12/31/08
|
|
12/31/09
|
|
12/31/10
|
Medical Properties Trust, Inc.
|
|
|
100.00
|
|
|
|
169.37
|
|
|
|
122.43
|
|
|
|
83.74
|
|
|
|
150.20
|
|
|
|
175.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000
|
|
|
100.00
|
|
|
|
118.37
|
|
|
|
116.51
|
|
|
|
77.15
|
|
|
|
98.11
|
|
|
|
124.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAREIT All Equity REIT Index
|
|
|
100.00
|
|
|
|
135.06
|
|
|
|
113.87
|
|
|
|
70.91
|
|
|
|
90.76
|
|
|
|
116.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SNL US REIT Healthcare
|
|
|
100.00
|
|
|
|
144.86
|
|
|
|
146.95
|
|
|
|
130.84
|
|
|
|
167.13
|
|
|
|
199.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
ITEM 6.
|
Selected
Financial Data
|
The following table sets forth our selected financial data and
should be read in conjunction with our financial statements and
notes thereto included in Item 8, Financial
Statements and Supplementary Data, and Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations in this
Form 10-K.
During the periods presented below, for those properties that
have been sold, we reclassified the properties as held for sale
and have reported revenue and expenses from these properties as
discontinued operations for each period presented in our Annual
Report on
Form 10-K.
This reclassification had no effect on our reported net income.
The following table sets forth selected financial and operating
information on a historical basis for each of the five years
ended December 31, 2010 (amounts in thousands, except per
share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010(1)
|
|
|
2009(1)
|
|
|
2008(1)
|
|
|
2007(1)
|
|
|
2006(1)
|
|
|
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
121,847
|
|
|
$
|
118,809
|
|
|
$
|
107,070
|
|
|
$
|
77,887
|
|
|
$
|
35,521
|
|
Depreciation and amortization
|
|
|
(24,486
|
)
|
|
|
(22,628
|
)
|
|
|
(22,385
|
)
|
|
|
(9,314
|
)
|
|
|
(4,226
|
)
|
Property-related and general and administrative expenses
|
|
|
(32,942
|
)
|
|
|
(24,898
|
)
|
|
|
(23,757
|
)
|
|
|
(15,678
|
)
|
|
|
(10,079
|
)
|
Loan impairment charge
|
|
|
(12,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
1,518
|
|
|
|
43
|
|
|
|
86
|
|
|
|
364
|
|
|
|
515
|
|
Debt refinancing costs
|
|
|
(6,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(33,993
|
)
|
|
|
(37,656
|
)
|
|
|
(42,424
|
)
|
|
|
(29,527
|
)
|
|
|
(4,580
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
13,228
|
|
|
|
33,670
|
|
|
|
18,590
|
|
|
|
23,732
|
|
|
|
17,151
|
|
Income from discontinued operations
|
|
|
9,784
|
|
|
|
2,697
|
|
|
|
14,143
|
|
|
|
16,518
|
|
|
|
12,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
23,012
|
|
|
|
36,367
|
|
|
|
32,733
|
|
|
|
40,250
|
|
|
|
30,134
|
|
Net income attributable to non-controlling interests
|
|
|
(99
|
)
|
|
|
(37
|
)
|
|
|
(33
|
)
|
|
|
(304
|
)
|
|
|
(136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MPT common stockholders
|
|
$
|
22,913
|
|
|
$
|
36,330
|
|
|
$
|
32,700
|
|
|
$
|
39,946
|
|
|
$
|
29,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to MPT common
stockholders per diluted share
|
|
$
|
0.12
|
|
|
$
|
0.41
|
|
|
$
|
0.27
|
|
|
$
|
0.46
|
|
|
$
|
0.42
|
|
Income from discontinued operations attributable to MPT common
stockholders per diluted share
|
|
|
0.10
|
|
|
|
0.04
|
|
|
|
0.23
|
|
|
|
0.34
|
|
|
|
0.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, attributable to MPT common stockholders per diluted
share
|
|
$
|
0.22
|
|
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
0.80
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares diluted
|
|
|
100,708
|
|
|
|
78,117
|
|
|
|
62,035
|
|
|
|
47,805
|
|
|
|
39,560
|
|
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
1.01
|
|
|
$
|
1.08
|
|
|
$
|
0.99
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2010(1)
|
|
2009(1)
|
|
2008(1)
|
|
2007(1)
|
|
2006(1)
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate assets at cost
|
|
$
|
1,032,369
|
|
|
$
|
976,271
|
|
|
$
|
992,549
|
|
|
$
|
648,723
|
|
|
$
|
557,913
|
|
Other loans and investments
|
|
|
215,985
|
|
|
|
311,006
|
|
|
|
293,523
|
|
|
|
265,758
|
|
|
|
150,173
|
|
Cash and equivalents
|
|
|
98,408
|
|
|
|
15,307
|
|
|
|
11,748
|
|
|
|
94,215
|
|
|
|
4,103
|
|
Total assets
|
|
|
1,348,814
|
|
|
|
1,309,898
|
|
|
|
1,311,373
|
|
|
|
1,051,652
|
|
|
|
744,747
|
|
Debt, net
|
|
|
369,970
|
|
|
|
576,678
|
|
|
|
630,557
|
|
|
|
474,388
|
|
|
|
297,530
|
|
Other liabilities
|
|
|
79,268
|
|
|
|
61,645
|
|
|
|
54,473
|
|
|
|
57,937
|
|
|
|
95,022
|
|
Total Medical Properties Trust, Inc. Stockholders Equity
|
|
|
899,462
|
|
|
|
671,445
|
|
|
|
626,100
|
|
|
|
519,250
|
|
|
|
351,144
|
|
Non-controlling interests
|
|
|
114
|
|
|
|
130
|
|
|
|
243
|
|
|
|
77
|
|
|
|
1,052
|
|
Total equity
|
|
|
899,576
|
|
|
|
671,575
|
|
|
|
626,343
|
|
|
|
519,327
|
|
|
|
352,196
|
|
Total liabilities and equity
|
|
|
1,348,814
|
|
|
|
1,309,898
|
|
|
|
1,311,373
|
|
|
|
1,051,652
|
|
|
|
744,747
|
|
|
|
|
(1) |
|
We invested $158.4 million, $15.6 million,
$469.5 million, $342.0 million, and
$303.4 million in real estate in 2010, 2009, 2008, 2007,
and 2006, respectively. The results of operations resulting from
these investments are reflected in our consolidated financial
statements from the dates invested. See Note 3 in
Item 8 of this Annual Report on
Form 10-K
for further information on acquisitions of real estate, new
loans, and other investments. We funded these investments
generally from issuing common stock, utilizing additional
amounts of our revolving facility, incurring additional debt, or
from the sale of facilities. See Notes 4, 9, and 11, in
Item 8 on this Annual Report on
Form 10-K
for further information regarding our debt, common stock and
discontinued operations, respectively. |
|
|
ITEM 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operation
|
Overview
We were incorporated in Maryland on August 27, 2003
primarily for the purpose of investing in and owning net-leased
healthcare facilities across the United States. We also make
real estate mortgage loans and other loans to our tenants. We
conduct our business operations in one segment. We have operated
as a 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. Our existing tenants are,
and our prospective tenants will generally be, healthcare
operating companies and other healthcare providers that use
substantial real estate assets in their operations. We offer
financing for these operators real estate through 100%
lease and mortgage financing and generally seek lease and loan
terms on a long-term basis ranging from 10 to 15 years with
a series of shorter renewal terms at the option of our tenants
and borrowers. We also have included and intend to include in
our lease and loan agreements annual contractual minimum rate
increases. Our existing portfolio minimum escalators range from
1% to 4%, while a limited number of our properties do not have
an escalator. Most of our leases and loans also include rate
increases based on the general rate of inflation if greater than
the minimum contractual increases. In addition to the base rent,
our leases require our tenants to pay all operating costs and
expenses associated with the facility. Some leases also require
our tenants to pay percentage rents, which are based on the
level of those tenants revenues from their operations.
Finally, from time to time we acquire a profits or other equity
interest in our tenants that gives us a limited right to share
in the tenants positive cash flow.
We selectively make loans to certain of our operators through
our taxable REIT subsidiaries, which they use for acquisitions
and working capital. We consider our lending business an
important element of our overall business strategy for two
primary reasons: (1) it provides opportunities to make
income-earning investments that yield attractive risk-adjusted
returns in an industry in which our management has expertise,
and (2) by making debt capital available to certain
qualified operators, we believe we create for our company a
competitive advantage over other buyers of, and financing
sources for, healthcare facilities.
27
At December 31, 2010, our portfolio consisted of 53
properties: 49 healthcare facilities (of the 51 we own) are
leased to 16 tenants with the remainder in the form of mortgage
loans collateralized by interests in health care real estate.
The following is a discussion of our highlights for the years
ended December 31, 2010, 2009 and 2008, which should be
read in conjunction with the financial statements appearing in
Item 8 of this Annual Report on
Form 10-K.
2010
Highlights
In 2010, our primary business goals were to recapitalize our
balance sheet with longer-term debt and lower leverage, increase
our access to liquidity and accelerate our acquisitions of
healthcare real estate. We took the following actions to achieve
these goals among others:
|
|
|
|
|
Replaced old $220 million credit facility with a new
$480 million credit facility and completed a
$279 million stock offering, establishing a low leverage
platform with more than $500 million of available capital
for acquisition growth;
|
|
|
|
Purchased $128.8 million of our 6.125% Senior Notes,
leaving only $9.2 million of the 2006 Exchangeable Notes
remaining to be paid by November 2011; paid $30 million
term loan maturing in 2010; completely paid down
$40 million revolver;
|
|
|
|
Committed to more than $200 million in healthcare real
estate investments:
|
|
|
|
|
|
Acquired three inpatient rehabilitation hospitals in Texas with
a new tenant for $74 million;
|
|
|
|
Commenced $17 million redevelopment of the River Oaks
hospital in Houston;
|
|
|
|
Entered into $30 million agreement to develop Phoenix-area
general acute care hospital;
|
|
|
|
Acquired two free standing long term acute care hospitals and a
third property in the first quarter 2011, all leased to and
operated by RehabCare, the nations third largest operator
of LTACHs, for $83.4 million.
|
|
|
|
|
|
Sold our Inglewood property for $75 million in cash
realizing a $6.2 million gain, received $40 million in
early payment of loans, and received $12 million in early
receipt of rent related to transactions with Prime, lowering
Prime concentration to 26.7% of our total assets;
|
|
|
|
Sold our Montclair Hospital for $20 million in cash
realizing a gain of $2.2 million;
|
|
|
|
Sold our Sharpstown facility in Houston, Texas for
$3 million in cash realizing a $0.7 million gain;
|
|
|
|
Received pre-payment of our Marina mortgage loan of
$43 million;
|
|
|
|
Entered into interest rate swaps to fix $60 million of our
senior notes starting October 30, 2011 (date on which the
interest rate is scheduled to turn variable) through the
maturity date at a rate of 5.675% and to fix $65 million of
our senior notes, starting July 30, 2011 (date on which the
interest rate is scheduled to turn variable) through maturity
date, at a rate of 5.507%, which will result in a
$2.5 million annual savings on interest expense based on
current fixed rate; and
|
|
|
|
Recorded a $12 million charge to recognize the estimated
impairment of our Monroe working capital loan.
|
2009
Highlights
In 2009, our primary business goal was to preserve capital
during the recent economic and credit crisis. Below are actions
taken to achieve that goal along with other highlights for the
year:
|
|
|
|
|
Issued 13.3 million shares of common stock resulting in net
proceeds of $67.8 million;
|
|
|
|
Sold an acute care facility to Prime for $15.0 million,
realizing a gain of $0.3 million;
|
|
|
|
Executed a $20 million mortgage loan, of which we advanced
$15.0 million by end of year. Loan is collateralized by
Primes Desert Valley facility. The purpose of the mortgage
loan is to help fund a $35 million expansion and renovation
project;
|
28
|
|
|
|
|
Re-leased our Bucks County facility within six months of
terminating the previous lease on the facility due to tenant
defaults;
|
|
|
|
Terminated leases on two of our Louisiana (Covington and Denham
Springs) facilities but subsequently re-leased the Denham
Springs facility with a new operator at similar terms within
2 months of the prior lease termination;
|
|
|
|
Entered into an at-the-market offering, which will allow us to
sell up to $50 million in stock and will be used for
general corporate purposes, which may from time to time include
reduction of our debt balances and investments in healthcare
real estate and other assets; and
|
|
|
|
Settled the Stealth litigation.
|
2008
Highlights
In 2008, our primary business goal was to grow and diversify our
tenant and geographical concentration. See below for actions
taken to reach this goal along with other highlights for the
year:
|
|
|
|
|
Completed the acquisition of 20 properties leased to 7 unrelated
operators for $357.2 million. Four of the 7 operators
(HealthSouth Corporation, Community Health Systems, Inc., IASIS
Healthcare LLC and Health Management Associates, Inc.) are
publicly reporting companies. This acquisition significantly
improved both our tenant and geographical concentrations.
|
|
|
|
Acquired a long-term acute care hospital in Detroit, Michigan
for $10.8 million and entered into an operating lease with
Vibra.
|
|
|
|
Acquired three Southern California hospital facilities, along
with two medical office buildings for approximately
$60 million and leased these facilities to Prime under
long-term net leases.
|
|
|
|
Completed the sale of three rehabilitation facilities to Vibra
realizing proceeds of $105.0 million.
|
|
|
|
Issued exchangeable notes realizing net proceeds of
$72.8 million and issued 12.7 million shares of stock,
realizing net proceeds of $128.3 million. These proceeds
along with proceeds from our existing revolving credit facility
and the sale of the three rehabilitation facilities were used to
fund the 2008 acquisitions noted above.
|
|
|
|
Terminated leases on two general acute care hospitals in
Houston, Texas, and one hospital in Redding, California due to
tenant (affiliates Hospital Partners of America, Inc.
(HPA), a multi-hospital operating company) defaults.
Within a few months of lease termination, we re-leased the
Redding facility to a Prime affiliate. The new operator agreed
to increase the lease base from $60.0 million to
$63.0 million and to pay additional rent and profit
participation based on the expected future profitability of the
new lessees operations.
|
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 our revenues, credit losses, fair values (either
as part of a purchase price allocation or impairment analysis)
and periodic depreciation of our real estate assets, and stock
compensation expense, along with our assessment as to whether an
entity that we do business with should be consolidated with our
results, 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 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
29
future uncertainties and, as a result, actual results could
materially differ from these estimates. Our accounting estimates
include the following:
Revenue Recognition: We receive income from
operating leases based on the fixed, minimum required rents
(base rents) per the lease agreements. Rent revenue from base
rents is recorded on the straight-line method over the terms of
the related lease agreements for new leases and the remaining
terms of existing leases for acquired properties. The
straight-line method records the periodic average amount of base
rent earned over the term of a lease, taking into account
contractual rent increases over the lease term. The
straight-line method typically has the effect of recording more
rent revenue from a lease than a tenant is required to pay early
in the term of the lease. During the later parts of a lease
term, this effect reverses with less rent revenue recorded than
a tenant is required to pay. Rent revenue as recorded on the
straight-line method in the consolidated statements of income is
presented as two amounts: billed rent revenue and straight-line
revenue. Billed rent revenue is the amount of base rent actually
billed to the customer each period as required by the lease.
Straight-line rent revenue is the difference between rent
revenue earned based on the straight-line method and the amount
recorded as billed rent revenue. We record the difference
between base rent revenues earned and amounts due per the
respective lease agreements, as applicable, as an increase or
decrease to straight-line rent receivable.
Certain leases provide for additional rents contingent upon a
percentage of the tenant revenue in excess of specified base
amounts/thresholds (percentage rents). Percentage rents are
recognized in the period in which revenue thresholds are met.
Rental payments received prior to their recognition as income
are classified as deferred revenue. We may also receive
additional rent (contingent rent) under some leases when the
U.S. Department of Labor consumer price index exceeds the
annual minimum percentage increase in the lease. Contingent
rents are recorded as billed rent revenue in the period earned.
In instances where we have a profits or other equity interest in
our tenants operations, we record revenue equal to our
percentage interest of the tenants profits, as defined in
the lease or tenants operating agreements, once annual
thresholds, if any, are met.
We begin recording base rent income from our development
projects when the lessee takes physical possession of the
facility, which may be different from the stated start date of
the lease. Also, during construction of our development
projects, we are generally entitled to accrue rent based on the
cost paid during the construction period (construction period
rent). We accrue construction period rent as a receivable and
deferred revenue during the construction period. When the lessee
takes physical possession of the facility, we begin recognizing
the accrued construction period rent on the straight-line method
over the remaining term of the lease.
We receive interest income from our tenants/borrowers on
mortgage loans, working capital loans, and other long-term
loans. Interest income from these loans is recognized as earned
based upon the principal outstanding and terms of the loans.
Commitment fees received from development and leasing services
for lessees are initially recorded as deferred revenue and
recognized as income over the initial term of an operating lease
to produce a constant effective yield on the lease (interest
method). Commitment and origination fees from lending services
are recorded as deferred revenue and recognized as income over
the life of the loan using the interest method.
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 weighted-average useful life
of 37.8 years for buildings and improvements.
When circumstances indicate a possible impairment of the value
of our real estate investments, we review the recoverability of
the facilitys carrying value. The review of the
recoverability is generally based on our estimate of the future
undiscounted cash flows, excluding interest charges, from the
facilitys 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
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 do
not believe that the value of any of our facilities
30
was impaired at December 31, 2010 or 2009; however, given
the highly specialized aspects of our properties no assurance
can be given that future impairment charges will not be taken.
Acquired Real Estate Purchase Price
Allocation. We allocate the purchase price of
acquired properties to net tangible and identified intangible
assets acquired based on their fair values. In making estimates
of fair values for purposes of allocating purchase prices of
acquired real estate, we utilize a number of sources, including
independent appraisals that may be obtained in connection with
the acquisition or financing of the respective property and
other market data. We also consider information obtained about
each property 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.
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) managements 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 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 and
acquisition of long term lease arrangements at market rates
relative to our acquisition costs, 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 lease 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 when
acquired. Managements 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 our 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 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 be about six 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.
Other intangible assets acquired may include customer
relationship intangible values, which are based on
managements evaluation of the specific characteristics of
each prospective tenants 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 tenants 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 have a weighted
average useful life of 14.3 years at December 31,
2010. The value of customer relationship intangibles, if any, 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. If a lease is terminated, the
unamortized portion of the in-place lease value and customer
relationship intangibles is charged to expense. At
December 31, 2010, we have assigned no value to customer
relationship intangibles.
Loans: Loans consist of mortgage loans,
working capital loans and other long-term loans. Mortgage loans
are collateralized by interests in real property. Working
capital and other long-term loans are generally collateralized
by interests in receivables and corporate and individual
guarantees. We record loans at cost. We evaluate the
collectability of both interest and principal for each of our
loans to determine whether they are impaired. A loan is
considered impaired when, based on current information and
events, it is probable that we will be unable to collect all
amounts due according to the existing contractual terms. When a
loan is considered to be impaired, the amount of the allowance
is calculated by comparing the recorded investment to either the
value determined by discounting the
31
expected future cash flows using the loans effective interest
rate or to the fair value of the collateral if the loan is
collateral dependent.
Losses from Rent Receivables: A provision for
losses on rent receivables (including straight-line rent
receivables) is recorded when it becomes probable that the
receivable will not be collected in full. The provision is an
amount which reduces the receivable to its estimated net
realizable value based on a determination of the eventual
amounts to be collected either from the debtor or from the
collateral, if any.
Stock-Based Compensation. During the years
ended December 31, 2010, 2009, and 2008 we recorded
$6.6 million, $5.5 million, and $6.4 million,
respectively, of expense for share-based compensation related to
grants of restricted common stock, deferred stock units and
other stock-based awards. In 2010 and 2006, we granted
performance-based restricted share awards that vest based on the
achievement of certain market conditions as defined by the
accounting rules. Market conditions are vesting conditions which
are based on our stock price levels or our total shareholder
return (stock price and dividends) compared to an index of other
REIT stocks. Because these awards vest based on the achievement
of these market conditions, we must initially evaluate and
estimate the probability of achieving those market conditions in
order to determine the fair value of the award and over what
period we should recognize stock compensation expense. In 2007,
the Compensation Committee made awards which are earned only if
we achieve certain stock price levels, total shareholder return
or other market conditions. The 2007 awards were made pursuant
to our 2007 Multi-Year Incentive Plan (MIP) adopted by the
Compensation Committee and consisted of three components:
service-based awards, core performance awards (CPRE), and
superior performance awards (SPRE). The service-based awards
vest annually and ratably over a seven-year period. We recognize
expense over the vesting period on the straight-line method for
service based awards. The CPRE and SPRE awards vest based on the
achievement of certain market conditions. Only one-third of the
SPRE awards were earned as of December 31, 2010 (with the
remainder being forfeited); however, these awards require
additional service after being earned in order to vest. For the
CPRE awards, the period over which the awards are earned is not
fixed because the awards provide for cumulative measures over
multiple years. The accounting rules require that we estimate
the period over which the awards will likely be earned,
regardless of the period over which the award allows as the
maximum period over which it can be earned. Also, because some
awards have multiple periods over which they can be earned, we
must segregate individual awards into tranches,
based on their vesting or estimated earning periods. These
complexities required us to use an independent consultant to
assist us in modeling both the value of the award and the
various periods over which each tranche of an award will be
earned. We used what is termed a Monte Carlo simulation model
which determines a value and earnings periods based on multiple
outcomes and their probabilities. Beginning in 2007, we recorded
expense over the expected or derived vesting periods using the
calculated value of the awards. We recorded expense over these
vesting periods even though the awards have not yet been earned
and, in fact, may never be earned.
Principles of Consolidation: Property holding
entities and other subsidiaries of which we own 100% of the
equity or have 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 we own less than 100% of the equity interest,
we consolidate the property if we have the direct or indirect
ability to control the entities activities based upon the
terms of the respective entities ownership agreements. For
these entities, we record a non-controlling interest
representing equity held by non-controlling interests.
We continually evaluate all of our transactions and investments
to determine if they represent variable interests in a variable
interest entity. If we determine that we have a variable
interest in a variable interest entity, we then evaluate if we
are the primary beneficiary of the variable interest entity. The
evaluation is a qualitative assessment as to whether we have the
ability to direct the activities of a variable interest entity
that most significantly impact the entitys economic
performance. We consolidate each variable interest entity in
which we, by virtue of or transactions with our investments in
the entity, are considered to be the primary beneficiary. At
December 31, 2010 and 2009, we determined that we were not
the primary beneficiary of any of our variable interest entities
because we do not control the activities that most significantly
impact the economic performance of these entities.
32
Disclosure
of Contractual Obligations
The following table summarizes known material contractual
obligations as of December 31, 2010 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
After
|
|
|
|
|
Contractual Obligations
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
Total
|
|
|
Senior unsecured notes(5)
|
|
$
|
9,247
|
|
|
$
|
13,969
|
|
|
$
|
13,969
|
|
|
$
|
131,063
|
|
|
$
|
168,248
|
|
Exchangeable senior notes
|
|
|
17,322
|
|
|
|
93,242
|
|
|
|
|
|
|
|
|
|
|
|
110,564
|
|
Revolving credit facilities(1)
|
|
|
1,635
|
|
|
|
2,383
|
|
|
|
|
|
|
|
|
|
|
|
4,018
|
|
Term loans(2)
|
|
|
24,114
|
|
|
|
17,207
|
|
|
|
16,884
|
|
|
|
137,840
|
|
|
|
196,045
|
|
Operating lease commitments(3)
|
|
|
2,303
|
|
|
|
4,505
|
|
|
|
3,665
|
|
|
|
44,516
|
|
|
|
54,989
|
|
Purchase obligations(4)
|
|
|
45,160
|
|
|
|
2,269
|
|
|
|
2,269
|
|
|
|
15,119
|
|
|
|
64,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
99,781
|
|
|
$
|
133,575
|
|
|
$
|
36,787
|
|
|
$
|
328,538
|
|
|
$
|
598,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects only unused credit facility fees as this assumes
balance in effect at December 31, 2010 ($0 as of
December 31, 2010) remains in effect through maturity. |
|
(2) |
|
Assumes interest rates in effect at December 31, 2010 based
on terms of the debt agreements. |
|
(3) |
|
Most of our contractual obligations to make operating lease
payments are related to ground leases for which we are
reimbursed by our tenants along with corporate office and
equipment leases. |
|
(4) |
|
Includes $6.2 million that we currently expect to provide
to the lessee of one of our California facilities to renovate
and upgrade the facility as necessary to comply with the
applicable Seismic laws see Item 1 of this
Form 10-K
for more information on current seismic laws. This additional
investment would increase our lease base, and accordingly, the
lessee would subsequently pay higher rent for the facility. In
addition, this includes approximately $33 million of future
development expenditures related to Florence and other capital
project expenditures and our investment in Northland LTACH
Hospital that we acquired in February 2011 which included the
assumption of a $16 million existing mortgage loan that
matures in January 2018. |
|
(5) |
|
The interest rates on these notes are currently fixed, but in
2011 will be switched to variable rates. However, we have
entered into interest rate swaps to fix these interest rates
until maturity. For $65 million of our $125 million
Senior Notes, the rate will be 5.507% and for $60 million
of our $125 million Senior Notes the rate will be 5.675%.
See Note 4 of Item 8 to this
Form 10-K
for more information. |
Liquidity
and Capital Resources
We generated cash of $60.6 million from operating
activities during 2010, which primarily consists of rent and
interest from mortgage and working capital loans, which, along
with cash on-hand, proceeds from the sale of stock and our
Inglewood and Montclair properties and early loan prepayments by
Prime and Marina, were principally used to fund our dividends of
$77.1 million, real estate acquisitions of
$138 million and our debt refinancing activities. At
December 31, 2010, we had approximately $363 million
available borrowing capacity under our credit facilities and
cash of $98.4 million.
In April 2010, we completed a public offering (the
Offering) of 26 million shares of common stock
at $9.75 per share. Including the underwriters purchase of
3.9 million additional shares to cover over-allotments, net
proceeds from this offering, after underwriters discounts
and commissions, were $279.1 million. We have used the net
proceeds from the Offering to pay off our $30 million term
loan that was due this year and to fund our purchase of 93% of
the outstanding 6.125% exchangeable senior notes due 2011 at a
price of 103% of the principal amount plus accrued and unpaid
interest (or $136.3 million).
In May 2010, we entered into a new $450 million secured
credit facility with a syndicate of banks and others, the
proceeds of which, along with the Offering proceeds, were used
to repay in full all outstanding obligations under the old
$220 million credit facility. The new facility includes a
$300 million three-year term revolving facility (which was
increased to $330 million in September 2010) and a
$150 million six-year term loan. We may further increase
the revolving facility up to $375 million through an
accordion feature through November 2011. During the second
quarter 2010, we entered into an interest rate swap to fix
$65 million of our $125 million Senior Notes, starting
July 31, 2011 (date on which the interest rate is scheduled
to turn variable) through maturity date (or July
33
2016), at a rate of 5.507%. We also entered into an interest
rate swap to fix $60 million of our senior notes starting
October 31, 2011 (date on which the related interest rate
is scheduled to turn variable) through the maturity date at a
rate of 5.675%. We are currently paying a weighted average rate
of 7.70% on these notes, so we expect to save $2.5 million
annually on interest expense once the swaps become effective in
July and October 2011. In 2010, we sold the real estate of our
Inglewood Hospital and Montclair Hospital to Prime for
$75 million and $20 million, respectively, and
received prepayment of our Marina mortgage loan of
$43 million. Separately, Prime also repaid $40 million
in outstanding loans plus accrued interest in April 2010. In
addition, Prime paid us $12 million in additional rent
related to our Shasta property.
We generated cash of $62.8 million from operating
activities during 2009, which, along with borrowings from our
revolving credit facility, were used to fund our dividends of
$61.6 million and investing activities of
$12.1 million. In January 2009, we completed a public
offering of 12.0 million shares of our common stock at
$5.40 per share. Including the underwriters purchase of
1.3 million additional shares to cover over allotments, net
proceeds from this offering, after underwriting discount and
commission and fees, were approximately $68 million. The
net proceeds of this offering were generally used to repay
borrowings outstanding under our revolving credit facilities.
Our debt facilities impose certain restrictions on us, including
restrictions on our ability to: incur debts; grant liens;
provide guarantees in respect of obligations of any other
entity; make redemptions and repurchases of our capital stock;
prepay, redeem or repurchase debt; engage in mergers or
consolidations; enter into affiliated transactions; dispose of
real estate; and change our business. In addition, these
agreements limit the amount of dividends we can pay to 90% of
normalized adjusted funds from operations, as defined in the
agreements, on a rolling four quarter basis starting for the
fiscal quarter ending March 31, 2012 and thereafter. Prior
to March 31, 2012, a similar dividend restriction exists
but at a higher percentage for transitional purposes. These
agreements also contain provisions for the mandatory prepayment
of outstanding borrowings under these facilities from the
proceeds received from the sale of properties that serve as
collateral, except a portion may be reinvested subject to
certain limitations, as defined in the credit facility agreement.
In addition to these restrictions, the new credit facility
contains customary financial and operating covenants, including
covenants relating to our total leverage ratio, fixed charge
coverage ratio, mortgage secured leverage ratio, recourse
mortgage secured leverage ratio, consolidated adjusted net
worth, facility leverage ratio, and borrowing base interest
coverage ratio. This facility also contains customary events of
default, including among others, nonpayment of principal or
interest, material inaccuracy of representations and failure to
comply with our covenants. If an event of default occurs and is
continuing under the facility, the entire outstanding balance
may become immediately due and payable. At December 31,
2010, we were in compliance with all such financial and
operating covenants.
In order for us to continue to qualify as a REIT we are required
to distribute annual dividends equal to a minimum of 90% of our
REIT taxable income, computed without regard to the dividends
paid deduction and our net capital gains. See section titled
Distribution Policy within this Item 7 of this
Annual Report on
Form 10-K
for further information on our dividend policy along with the
historical dividends paid on a per share basis.
Short-term Liquidity Requirements: At February
24, 2011, our availability under our revolving credit facilities
plus cash on-hand approximated $261 million. We have
$25.6 million in principal payments due (including the
maturity of one term loan for approximately $8 million and
the remainder of our 2006 exchangeable notes of approximately
$9 million) in 2011. The $8 million term loan may be
extended to 2013 if the related mortgaged propertys lease
is extended; however, no assurances can be made at this time as
to whether this lease will be extended or not. Besides these
maturities, we have only nominal principal payments due and
$33.2 million in approved capital projects. We believe that
the liquidity currently available to us, along with our current
monthly cash receipts from rent and loan interest, is sufficient
to provide the resources necessary for operations, debt and
interest obligations, our firm commitments, distributions in
compliance with REIT requirements, and to fund our current
investment strategies for the next 12 months. In addition,
we have an at-the-market offering in place under which we may to
sell up to $50 million in shares, (of which
$10 million has been sold to date) which may be used for
general corporate purposes as needed.
Long-term Liquidity Requirement: With current
availability, as discussed above, along with our current monthly
cash receipts from rent and loan interest, we believe we have
the liquidity available to us to fund our
34
operations, debt and interest obligations, firm commitments, and
distributions in compliance with REIT requirements, and
investment strategies in 2011. In addition, since we have only
nominal principal payments coming due in 2012, we believe our
current liquidity and monthly cash receipts from rent and
interest could fund our principal and interest payments and our
operations in 2012. However, in 2013, when our 2008 exchangeable
notes come due or if we decide to make new investments in 2012
or substantially increase our investments in 2011, we will
require external capital. We believe we have several
alternatives to raise such capital including: proceeds from
property sales; issuance of new debt, including convertible
notes, senior unsecured notes and replacement or extensions of
our revolver; and sale of equity. However, there is no assurance
that conditions will remain favorable for such possible
transactions or that our plans will be successful.
Results
of Operations
We began operations during the second quarter of 2004. Since
then, we have substantially increased our income earning
investments each year (see Overview section in this
item for more details), and we expect to continue to add to our
investment portfolio, subject to the capital markets and other
conditions described in this Annual Report on
Form 10-K.
Accordingly, we expect that future results of operations will
vary from our historical results.
Year
Ended December 31, 2010 Compared to the Year Ended
December 31, 2009
Net income for the year ended December 31, 2010 was
$22.9 million compared to net income of $36.3 million
for the year ended December 31, 2009.
A comparison of revenues for the years ended December 31,
2010 and 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
2009
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
(Dollar amounts in thousands)
|
|
|
|
|
|
Base rents
|
|
$
|
90,230
|
|
|
|
74.0
|
%
|
|
$
|
79,880
|
|
|
|
67.2
|
%
|
|
$
|
10,350
|
|
Straight-line rents
|
|
|
2,074
|
|
|
|
1.7
|
%
|
|
|
8,221
|
|
|
|
6.9
|
%
|
|
|
(6,147
|
)
|
Percentage rents
|
|
|
2,555
|
|
|
|
2.1
|
%
|
|
|
1,985
|
|
|
|
1.7
|
%
|
|
|
570
|
|
Interest from loans
|
|
|
26,390
|
|
|
|
21.7
|
%
|
|
|
28,286
|
|
|
|
23.8
|
%
|
|
|
(1,896
|
)
|
Fee income
|
|
|
598
|
|
|
|
0.5
|
%
|
|
|
437
|
|
|
|
0.4
|
%
|
|
|
161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
121,847
|
|
|
|
100.0
|
%
|
|
$
|
118,809
|
|
|
|
100.0
|
%
|
|
$
|
3,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue for the year ended December 31, 2010, was comprised
of rents (77.8%) and interest and fee income from loans (22.2%).
The increase in base rents and percentage rent is primarily due
to incremental revenue from acquisitions made in 2010 and other
new investments along with the re-leasing of our Bucks and
Covington properties.
Straight-line rents were significantly less compared to the
prior year due to the $2.5 million write-off of
straight-line rent receivables in third quarter 2010 associated
with our Monroe facility; $0.2 million related to the
Cleveland transaction in the third quarter 2010;
$1.7 million of straight-line rent was reclassified as base
rent in the 2010 second quarter upon the payment of
$12 million by Prime pursuant to the additional rent
provisions of the lease related to our Shasta property;
partially offset by reserve/write-off of $1.1 million for
our Covington and Denham Springs properties in the 2009 second
quarter. In addition, straight-line rents included
$1.4 million in additional rent from our Redding facility
in 2009.
Interest income decreased from the prior year by 6.7% due to the
prepayment of $40 million in loans in the second quarter of
2010.
Prime (including rent and interest from mortgage and working
capital loans) accounted for 32.7% and 33.7% of our total
revenues in 2010 and 2009, respectively. At December 31,
2010, assets leased and loaned to Prime comprised 26.7% of total
assets and 29.0% of our total real estate portfolio. Vibra
(including rents and interest from working capital loans)
accounted for 14.5% and 15.1% of our gross revenues in 2010 and
2009, respectively. At December 31, 2010, assets leased and
loaned to Vibra comprised 10.0% of our total assets and 10.8% of
our total real estate portfolio.
35
Real estate depreciation and amortization during the year ended
December 31, 2010 was $24.5 million, compared to
$22.6 million in 2009, an 8.2% increase. Depreciation
increased due to the incremental depreciation from the
acquisitions in 2010.
Property-related expenses during the years ended
December 31, 2010 and 2009, totaled $4.4 million and
$3.8 million, respectively, which represents an increase of
15.9%. This increase is primarily related to the write-off of
$2.4 million in receivables related to a former tenant in
the fourth quarter 2010. Of the property-related expenses in
2010 and 2009, $1.3 million and $3.3 million,
respectively, represented utility costs, repair and maintenance
expense, legal, and property taxes associated with vacant or
previously vacant properties.
In the 2010 first quarter, we recognized a $12 million loan
impairment charge related to our Monroe facility. No such charge
was recorded in 2009.
General and administrative expenses during the years ended
December 31, 2010 and 2009, totaled $28.5 million and
$21.1 million, respectively, which represents an increase
of 35.3%. The majority of this increase relates to executive
severance of $2.8 million recorded during the second
quarter of 2010 as a result of the resignation of an executive
officer and $2.7 million in legal and other costs related
to acquisition due diligence and closing costs in 2010.
Interest and other income is higher than prior year due to the
$1.5 million gain on the property exchange in 2010.
Interest expense for the years ended December 31, 2010 and
2009 totaled $34.0 million and $37.7 million,
respectively. This decrease is primarily due to lower debt
balances in 2010 as a result of the debt refinancing during the
second quarter. In regards to the debt refinancing, we recorded
a charge of $6.7 million related to the write-off of
previously deferred financing costs and the premiums we paid
associated with our repurchase of additional outstanding
exchangeable notes.
In addition to the items noted above, net income for the year
was impacted by discontinued operations. See Note 11 to our
consolidated financial statements in Item 8 to this
Form 10-K
for further information.
Year
Ended December 31, 2009 Compared to the Year Ended
December 31, 2008
Net income for the year ended December 31, 2009 was
$36.3 million compared to net income of $32.7 million
for the year ended December 31, 2008.
A comparison of revenues for the years ended December 31,
2009 and 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
2008
|
|
|
|
|
|
Change
|
|
|
|
(Dollar amounts in thousands)
|
|
|
Base rents
|
|
$
|
79,880
|
|
|
|
67.2
|
%
|
|
$
|
72,692
|
|
|
|
67.9
|
%
|
|
$
|
7,188
|
|
Straight-line rents
|
|
|
8,221
|
|
|
|
6.9
|
%
|
|
|
3,742
|
|
|
|
3.5
|
%
|
|
|
4,479
|
|
Percentage rents
|
|
|
1,985
|
|
|
|
1.7
|
%
|
|
|
1,454
|
|
|
|
1.4
|
%
|
|
|
531
|
|
Interest from loans
|
|
|
28,286
|
|
|
|
23.8
|
%
|
|
|
27,900
|
|
|
|
26.1
|
%
|
|
|
386
|
|
Fee income
|
|
|
437
|
|
|
|
0.4
|
%
|
|
|
1,282
|
|
|
|
1.1
|
%
|
|
|
(845
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
118,809
|
|
|
|
100.0
|
%
|
|
$
|
107,070
|
|
|
|
100.0
|
%
|
|
$
|
11,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue for the year ended December 31, 2009, was comprised
of rents (75.8%) and interest and fee income from loans (24.2%).
The increase in base rents, percentage rents, and interest is
primarily due to incremental revenue from acquisitions made in
2008 and other new investments.
Straight-line rents more than doubled compared to the prior year
due to the $4.5 million write-off of straight-line rent
receivables in 2008 associated with the lease termination of
River Oaks, Bucks County and our hospital in Redding,
California, partially offset by a similar reserve/write-off for
our Covington and Denham Springs properties in the 2009 second
quarter. In addition, straight-line rents included
$1.4 million in additional rent from our Redding facility
in 2009.
36
Prime (including rent and interest from mortgage and working
capital loans) accounted for 33.7% and 26.9% of our gross
revenues in 2009 and 2008, respectively. At December 31,
2009, assets leased and loaned to Prime comprised 23.5% of total
assets and 37.8% of our total real estate portfolio. Vibra
(including rent and interest from working capital loans)
accounted for 15.1% and 17.4% of our gross revenues in 2009 and
2008, respectively. At December 31, 2009, assets leased and
loaned to Vibra comprised 10.4% of our total assets and 10.5% of
our total real estate portfolio.
Depreciation and amortization during the year ended
December 31, 2009 was $22.6 million, in line with 2008.
General and administrative expenses during the years ended
December 31, 2009 and 2008, totaled $21.1 million and
$19.5 million, respectively, which represents an increase
of 8%, reflecting primarily an increase in compensation in 2009
due to the addition of key employees. In addition, we
experienced higher administrative and travel expenses in 2009
versus 2008 as a result of the expansion of our portfolio.
Property-related expenses decreased slightly in 2009 versus 2008
to $3.8 million. In 2009, we incurred $3.3 million in
maintenance, utility costs, property taxes, and legal expenses
with our vacant River Oaks facility and previously vacant Bucks
facility, while in 2008 we expensed $1.3 million related to
the insurance deductible associated with Hurricane Ike damage to
the River Oaks facilities and $1.7 million of bad debt
expense recorded in 2008 related to the termination of the Bucks
County lease.
Interest expense for the years ended December 31, 2009 and
2008 totaled $37.7 million and $42.4 million,
respectively. Interest expense was higher in the prior year
primarily due to the $3.2 million charge for the write-off
of costs associated with the short-term bridge facility that was
terminated in June 2008. The remainder of the decrease from
prior year is a result of lower LIBOR rates in 2009 compared to
2008.
In addition to the items noted above, net income for the year
was impacted by discontinued operations. See Note 11 to our
consolidated financial statements in Item 8 to this
Form 10-K
for further information.
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.
It is our current intention to comply with these requirements
and maintain such status going forward.
The table below is a summary of our distributions declared for
the three year period ended December 31, 2010:
|
|
|
|
|
|
|
|
|
Declaration Date
|
|
Record Date
|
|
Date of Distribution
|
|
Distribution per Share
|
|
November 11, 2010
|
|
December 9, 2010
|
|
January 6, 2011
|
|
$
|
0.20
|
|
August 19, 2010
|
|
September 14, 2010
|
|
October 14, 2010
|
|
$
|
0.20
|
|
May 20, 2010
|
|
June 17, 2010
|
|
July 15, 2010
|
|
$
|
0.20
|
|
February 18, 2010
|
|
March 18, 2010
|
|
April 14, 2010
|
|
$
|
0.20
|
|
November 19, 2009
|
|
December 17, 2009
|
|
January 14, 2010
|
|
$
|
0.20
|
|
August 20, 2009
|
|
September 17, 2009
|
|
October 15, 2009
|
|
$
|
0.20
|
|
May 21, 2009
|
|
June 11, 2009
|
|
July 14, 2009
|
|
$
|
0.20
|
|
February 24, 2009
|
|
March 19, 2009
|
|
April 9, 2009
|
|
$
|
0.20
|
|
December 4, 2008
|
|
December 23, 2008
|
|
January 22, 2009
|
|
$
|
0.20
|
|
August 21, 2008
|
|
September 18, 2008
|
|
October 16, 2008
|
|
$
|
0.27
|
|
May 22, 2008
|
|
June 13, 2008
|
|
July 11, 2008
|
|
$
|
0.27
|
|
February 28, 2008
|
|
March 13, 2008
|
|
April 11, 2008
|
|
$
|
0.27
|
|
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 taxes on undistributed
income. However, our
37
2010 Secured credit facility limits the amounts of dividends we
can pay see Note 4 to our consolidated
financial statements in Item 8 to this
Form 10-K
for further information.
|
|
ITEM 7A.
|
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 addition, 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 impacted also by changes in cap
rates, which is measured by the current base rent divided by the
current market value of a facility.
Our primary exposure to market risks relates to fluctuations in
interest rates and equity prices. The following analyses present
the sensitivity of the market value, earnings and cash flows of
our significant financial instruments to hypothetical changes in
interest rates and equity prices as if these changes had
occurred. The hypothetical changes chosen for these analyses
reflect our view of changes that are reasonably possible over a
one-year period. These forward looking disclosures are selective
in nature and only address the potential impact from financial
instruments. They do not include other potential effects which
could impact our business as a result of changes in market
conditions.
Interest
Rate Sensitivity
For fixed rate debt, interest rate changes affect the fair
market value but do not impact net income to common stockholders
or cash flows. Conversely, for floating rate debt, interest rate
changes generally do not affect the fair market value but do
impact net income to common stockholders and cash flows,
assuming other factors are held constant. At December 31,
2010, our outstanding debt totaled $370.0 million, which
consisted of fixed-rate debt of $222 million and variable
rate debt of $148 million.
If market interest rates increase by one-percentage point, the
fair value of our fixed rate debt, after considering the effects
of the interest rate swaps entered into in 2010, would decrease
by $12.3 million. Changes in the fair value of our fixed
rate debt will not have any impact on us unless we decided to
repurchase the debt in the open markets.
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
$1.5 million 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 $1.5 million per year. This assumes that
the average amount outstanding under our variable rate debt for
a year approximates $148 million, the balance at
December 31, 2010.
Share
Price Sensitivity
During 2010, we purchased 93% of the outstanding 6.125%
exchangeable senior notes due 2011 at a price of 103% of the
principal amount plus accrued and unpaid interest (or
$136.3 million). At December 31, 2010, only
$9.2 million of these notes remained outstanding.
Our 2006 exchangeable notes were initially 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 we sold the
2006 exchangeable notes have adjusted our conversion price to
$16.47 per share which equates to 60.7095 shares per $1,000
note. 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 2006 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.
Based on the remainder of the notes still outstanding at
December 31, 2010 and if our share price exceeds that
price, the result would be that we
38
would issue additional shares of common stock. Assuming a price
of $20 per share, we would be required to issue an additional
0.1 million shares. At $25 per share, we would be required
to issue an additional 0.2 million shares.
Our 2008 exchangeable notes have a similar conversion adjustment
feature which could affect its stated exchange ratio of 80.8898
common shares per $1,000 principal amount of notes, equating to
an exchange price of $12.36 per common share. Our dividends
declared since we sold the 2008 exchangeable notes have not
adjusted our conversion price as of December 31, 2010.
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 2008 exchangeable
notes are settled in 2013 will affect the price of the notes and
the number of shares for which they may eventually be settled.
Assuming a price of $20 per share, we would be required to issue
an additional 2.5 million shares. At $25 per share, we
would be required to issue an additional 3.4 million shares.
39
|
|
ITEM 8.
|
Financial
Statements and Supplementary Data
|
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Medical Properties Trust, Inc:
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income, of equity, and of
cash flows listed in the index appearing under Item 15(a)
present fairly, in all material respects, the financial position
of Medical Properties Trust, Inc. and its subsidiaries at
December 31, 2010 and December 31, 2009, and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the
financial statement schedules listed in the index appearing
under Item 15(a) present fairly, in all material respects,
the information set forth therein when read in conjunction with
the related consolidated financial statements. Also in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of
December 31, 2010, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible
for these financial statements and financial statement
schedules, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in
Managements Report on Internal Control over Financial
Reporting appearing under Item 9A of this
Form 10-K.
Our responsibility is to express opinions on these financial
statements, on the financial statement schedules, and on the
Companys internal control over financial reporting based
on our integrated audits. We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and
whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
February 25, 2011
40
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Amounts in thousands, except for per share data)
|
|
|
ASSETS
|
Real estate assets
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
96,894
|
|
|
$
|
87,888
|
|
Buildings and improvements
|
|
|
893,741
|
|
|
|
774,022
|
|
Construction in progress and other
|
|
|
6,730
|
|
|
|
291
|
|
Intangible lease assets
|
|
|
35,004
|
|
|
|
24,097
|
|
Mortgage loans
|
|
|
165,000
|
|
|
|
200,164
|
|
Real estate held for sale
|
|
|
|
|
|
|
89,973
|
|
|
|
|
|
|
|
|
|
|
Gross investment in real estate assets
|
|
|
1,197,369
|
|
|
|
1,176,435
|
|
Accumulated depreciation
|
|
|
(68,662
|
)
|
|
|
(47,965
|
)
|
Accumulated amortization
|
|
|
(7,432
|
)
|
|
|
(5,133
|
)
|
|
|
|
|
|
|
|
|
|
Net investment in real estate assets
|
|
|
1,121,275
|
|
|
|
1,123,337
|
|
Cash and cash equivalents
|
|
|
98,408
|
|
|
|
15,307
|
|
Interest and rent receivables
|
|
|
26,176
|
|
|
|
19,845
|
|
Straight-line rent receivables
|
|
|
28,912
|
|
|
|
27,539
|
|
Other loans
|
|
|
50,985
|
|
|
|
110,842
|
|
Other assets
|
|
|
23,058
|
|
|
|
13,028
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1,348,814
|
|
|
$
|
1,309,898
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
Liabilities
|
|
|
|
|
|
|
|
|
Debt, net
|
|
$
|
369,970
|
|
|
$
|
576,678
|
|
Accounts payable and accrued expenses
|
|
|
35,974
|
|
|
|
29,247
|
|
Deferred revenue
|
|
|
23,137
|
|
|
|
15,350
|
|
Lease deposits and other obligations to tenants
|
|
|
20,157
|
|
|
|
17,048
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
449,238
|
|
|
|
638,323
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized
10,000 shares; no shares outstanding
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value. Authorized
150,000 shares; issued and outstanding
110,225 shares at December 31, 2010 and
78,725 shares at December 31, 2009
|
|
|
110
|
|
|
|
79
|
|
Additional paid-in capital
|
|
|
1,051,785
|
|
|
|
759,721
|
|
Distributions in excess of net income
|
|
|
(148,530
|
)
|
|
|
(88,093
|
)
|
Accumulated other comprehensive loss
|
|
|
(3,641
|
)
|
|
|
|
|
Treasury shares, at cost
|
|
|
(262
|
)
|
|
|
(262
|
)
|
|
|
|
|
|
|
|
|
|
Total Medical Properties Trust, Inc. stockholders equity
|
|
|
899,462
|
|
|
|
671,445
|
|
Non-controlling interests
|
|
|
114
|
|
|
|
130
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
899,576
|
|
|
|
671,575
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
1,348,814
|
|
|
$
|
1,309,898
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
41
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(Amounts in thousands, except for per share data)
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent billed
|
|
$
|
92,785
|
|
|
$
|
81,865
|
|
|
$
|
74,146
|
|
Straight-line rent
|
|
|
2,074
|
|
|
|
8,221
|
|
|
|
3,742
|
|
Interest and fee income
|
|
|
26,988
|
|
|
|
28,723
|
|
|
|
29,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
121,847
|
|
|
|
118,809
|
|
|
|
107,070
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate depreciation and amortization
|
|
|
24,486
|
|
|
|
22,628
|
|
|
|
22,385
|
|
Loan impairment charge
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
Property-related
|
|
|
4,407
|
|
|
|
3,802
|
|
|
|
4,242
|
|
General and administrative
|
|
|
28,535
|
|
|
|
21,096
|
|
|
|
19,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense
|
|
|
69,428
|
|
|
|
47,526
|
|
|
|
46,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
52,419
|
|
|
|
71,283
|
|
|
|
60,928
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
1,518
|
|
|
|
43
|
|
|
|
86
|
|
Debt refinancing costs
|
|
|
(6,716
|
)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(33,993
|
)
|
|
|
(37,656
|
)
|
|
|
(42,424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other expenses
|
|
|
(39,191
|
)
|
|
|
(37,613
|
)
|
|
|
(42,338
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
13,228
|
|
|
|
33,670
|
|
|
|
18,590
|
|
Income from discontinued operations
|
|
|
9,784
|
|
|
|
2,697
|
|
|
|
14,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
23,012
|
|
|
|
36,367
|
|
|
|
32,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to non-controlling interests
|
|
|
(99
|
)
|
|
|
(37
|
)
|
|
|
(33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MPT common stockholders
|
|
$
|
22,913
|
|
|
$
|
36,330
|
|
|
$
|
32,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to MPT common
stockholders
|
|
$
|
0.12
|
|
|
$
|
0.41
|
|
|
$
|
0.27
|
|
Income from discontinued operations attributable to MPT common
stockholders
|
|
|
0.10
|
|
|
|
0.04
|
|
|
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MPT common stockholders
|
|
$
|
0.22
|
|
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
100,706
|
|
|
|
78,117
|
|
|
|
62,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to MPT common
stockholders
|
|
$
|
0.12
|
|
|
$
|
0.41
|
|
|
$
|
0.27
|
|
Income from discontinued operations attributable to MPT common
stockholders
|
|
|
0.10
|
|
|
|
0.04
|
|
|
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MPT common stockholders
|
|
$
|
0.22
|
|
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
100,708
|
|
|
|
78,117
|
|
|
|
62,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
42
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Equity
For the Years Ended December 31, 2010,
2009 and 2008
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
Common
|
|
|
Additional
|
|
|
in Excess
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par
|
|
|
|
|
|
Par
|
|
|
Paid-in
|
|
|
of Net
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Non-Controlling
|
|
|
Total
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Income
|
|
|
Loss
|
|
|
Stock
|
|
|
Interests
|
|
|
Equity
|
|
|
Balance at December 31, 2007
|
|
|
|
|
|
$
|
|
|
|
|
52,133
|
|
|
$
|
52
|
|
|
$
|
548,086
|
|
|
$
|
(28,626
|
)
|
|
|
|
|
|
$
|
(262
|
)
|
|
$
|
77
|
|
|
$
|
519,327
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,700
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
32,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,700
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
32,733
|
|
Deferred stock units issued to directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
|
(48
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock vesting and amortization of stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
273
|
|
|
|
|
|
|
|
6,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,386
|
|
Purchase of Wichita Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145
|
|
|
|
145
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
(12
|
)
|
Proceeds from offering (net of offering costs)
|
|
|
|
|
|
|
|
|
|
|
12,650
|
|
|
|
13
|
|
|
|
128,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,331
|
|
Dividends declared ($1.01 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,967
|
)
|
Issuance of convertible debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
|
|
|
$
|
|
|
|
|
65,056
|
|
|
$
|
65
|
|
|
$
|
686,238
|
|
|
$
|
(59,941
|
)
|
|
$
|
|
|
|
$
|
(262
|
)
|
|
$
|
243
|
|
|
$
|
626,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,330
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
36,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,330
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
36,366
|
|
Deferred stock units issued to directors
|
|
|
|
|
|
|
|
|
|
|
52
|
|
|
|
1
|
|
|
|
5
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Stock vesting and amortization of stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
|
5,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,488
|
|
Proceeds from offering (net of offering costs)
|
|
|
|
|
|
|
|
|
|
|
13,371
|
|
|
|
13
|
|
|
|
67,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,003
|
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(149
|
)
|
|
|
(149
|
)
|
Dividends declared ($0.80 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,478
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,478
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
|
|
|
$
|
|
|
|
|
78,725
|
|
|
$
|
79
|
|
|
$
|
759,721
|
|
|
$
|
(88,093
|
)
|
|
$
|
|
|
|
$
|
(262
|
)
|
|
$
|
130
|
|
|
$
|
671,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,913
|
|
|
|
|
|
|
|
|
|
|
|
99
|
|
|
|
23,012
|
|
Unrealized loss on interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,641
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,913
|
|
|
|
(3,641
|
)
|
|
|
|
|
|
|
99
|
|
|
|
19,371
|
|
Stock vesting and amortization of stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
700
|
|
|
|
|
|
|
|
6,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,616
|
|
Proceeds from offering (net of offering costs)
|
|
|
|
|
|
|
|
|
|
|
30,800
|
|
|
|
31
|
|
|
|
288,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
288,066
|
|
Extinguishment of convertible debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,587
|
)
|
Distributions to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(115
|
)
|
|
|
(115
|
)
|
Dividends declared ($0.80 per common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(83,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(83,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
|
|
|
|
$
|
|
|
|
|
110,225
|
|
|
$
|
110
|
|
|
$
|
1,051,785
|
|
|
$
|
(148,530
|
)
|
|
$
|
(3,641
|
)
|
|
$
|
(262
|
)
|
|
$
|
114
|
|
|
$
|
899,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
43
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
23,012
|
|
|
$
|
36,367
|
|
|
$
|
32,733
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
26,312
|
|
|
|
26,309
|
|
|
|
26,535
|
|
Amortization and write-off of deferred financing costs and debt
discount
|
|
|
6,110
|
|
|
|
5,824
|
|
|
|
7,961
|
|
Premium paid on extinguishment of debt
|
|
|
3,833
|
|
|
|
|
|
|
|
|
|
Straight-line rent revenue
|
|
|
(4,932
|
)
|
|
|
(9,536
|
)
|
|
|
(9,402
|
)
|
Share-based compensation expense
|
|
|
6,616
|
|
|
|
5,488
|
|
|
|
6,386
|
|
(Gain) loss from sale of real estate
|
|
|
(10,566
|
)
|
|
|
(278
|
)
|
|
|
(9,305
|
)
|
Deferred revenue and fee income
|
|
|
(4,393
|
)
|
|
|
(847
|
)
|
|
|
(7,583
|
)
|
Provision for uncollectible receivables and loans
|
|
|
14,400
|
|
|
|
|
|
|
|
5,700
|
|
Rent and interest income added to loans
|
|
|
|
|
|
|
(921
|
)
|
|
|
(5,556
|
)
|
Straight-line rent write-off
|
|
|
3,694
|
|
|
|
1,111
|
|
|
|
14,037
|
|
Payment of interest on early prepayment of debt
|
|
|
(7,324
|
)
|
|
|
|
|
|
|
|
|
Other adjustments
|
|
|
(30
|
)
|
|
|
(246
|
)
|
|
|
(57
|
)
|
Decrease (increase) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and rent receivable
|
|
|
(5,490
|
)
|
|
|
(2,433
|
)
|
|
|
(4,392
|
)
|
Other assets
|
|
|
(566
|
)
|
|
|
126
|
|
|
|
5,249
|
|
Accounts payable and accrued expenses
|
|
|
(3,177
|
)
|
|
|
1,700
|
|
|
|
4,757
|
|
Deferred revenue
|
|
|
13,138
|
|
|
|
87
|
|
|
|
2,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
60,637
|
|
|
|
62,751
|
|
|
|
69,917
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate acquired
|
|
|
(137,808
|
)
|
|
|
(421
|
)
|
|
|
(430,710
|
)
|
Proceeds from sale of real estate
|
|
|
97,669
|
|
|
|
15,000
|
|
|
|
89,959
|
|
Principal received on loans receivable
|
|
|
90,486
|
|
|
|
4,305
|
|
|
|
71,941
|
|
Investment in loans receivable
|
|
|
(11,637
|
)
|
|
|
(23,243
|
)
|
|
|
(95,567
|
)
|
Construction in progress
|
|
|
(6,638
|
)
|
|
|
|
|
|
|
|
|
Other investments
|
|
|
(9,291
|
)
|
|
|
(7,777
|
)
|
|
|
(4,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities
|
|
|
22,781
|
|
|
|
(12,136
|
)
|
|
|
(368,663
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from term debt, net of discount
|
|
|
148,500
|
|
|
|
|
|
|
|
119,001
|
|
Payments of term debt
|
|
|
(216,765
|
)
|
|
|
(1,232
|
)
|
|
|
(860
|
)
|
Payment of deferred financing costs
|
|
|
(6,796
|
)
|
|
|
232
|
|
|
|
(6,072
|
)
|
Revolving credit facilities, net
|
|
|
(137,200
|
)
|
|
|
(55,800
|
)
|
|
|
38,014
|
|
Distributions paid
|
|
|
(77,087
|
)
|
|
|
(61,649
|
)
|
|
|
(65,098
|
)
|
Lease deposits and other obligations to tenants
|
|
|
3,667
|
|
|
|
3,390
|
|
|
|
2,963
|
|
Proceeds from sale of common shares, net of offering costs
|
|
|
288,066
|
|
|
|
68,003
|
|
|
|
128,331
|
|
Other
|
|
|
(2,702
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(317
|
)
|
|
|
(47,056
|
)
|
|
|
216,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents for the year
|
|
|
83,101
|
|
|
|
3,559
|
|
|
|
(82,467
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
15,307
|
|
|
|
11,748
|
|
|
|
94,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
98,408
|
|
|
$
|
15,307
|
|
|
$
|
11,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid, including capitalized interest of $63 in 2010,
$ in 2009, and $ in 2008
|
|
$
|
29,679
|
|
|
$
|
33,272
|
|
|
$
|
31,277
|
|
Supplemental schedule of non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other common stock transactions
|
|
|
|
|
|
$
|
5
|
|
|
$
|
48
|
|
See accompanying notes to consolidated financial statements.
44
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Medical Properties Trust, Inc., a Maryland corporation, 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. Our operating
partnership subsidiary, MPT Operating Partnership, L.P. (the
Operating Partnership) through which we conduct
primarily all of our operations, was formed in September 2003.
Through another wholly owned subsidiary, Medical Properties
Trust, LLC, is the sole general partner of the Operating
Partnership.
Our 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. We also make mortgage and other
loans to operators of similar facilities. In addition, we may
obtain profits interest in our tenants, from time to time, in
order to enhance our overall return. We manage our business as a
single business segment.
|
|
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 we own 100% of the
equity or have 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 we own less than 100% of the equity interest,
we consolidate the property if we have the direct or indirect
ability to control the entities activities based upon the
terms of the respective entities ownership agreements. For
these entities, we record a non-controlling interest
representing equity held by non-controlling interests.
We continually evaluate all of our transactions and investments
to determine if they represent variable interests in a variable
interest entity. If we determine that we have a variable
interest in a variable interest entity, we then evaluate if we
are the primary beneficiary of the variable interest entity. The
evaluation is a qualitative assessment as to whether we have the
ability to direct the activities of a variable interest entity
that most significantly impact the entitys economic
performance. We consolidate each variable interest entity in
which we, by virtue of or transactions with our investments in
the entity, are considered to be the primary beneficiary. We
have determined that Vibra, Monroe Hospital and two other
smaller tenants are variable interest entities that we have
investments in and/or outstanding loans and other receivables
due to us of approximately 3%, 2% and 1% of our total assets,
respectively. These investments in and/or outstanding loans and
other receivables due from these entities represent our maximum
exposure to loss. Through qualitative analysis, we have
determined that we are not the primary beneficiary of these
entities as we do not direct the activities that most
significantly impact the economic performance of theses entities
(such as the day-to-day management of the tenants hospital
operations). Therefore, we have not consolidated these entities
in our financial statements.
Cash and Cash Equivalents: Certificates of
deposit, short-term investments with original maturities of
three months or less and money-market mutual funds are
considered cash equivalents. The majority of our cash and cash
equivalents are held at major commercial banks which at times
may exceed the Federal Deposit Insurance Corporation limit. We
have not experienced any losses to date on our invested cash.
Cash and cash equivalents which have been restricted as to its
use are recorded in other assets.
Revenue Recognition: We receive income from
operating leases based on the fixed, minimum required rents
(base rents) per the lease agreements. Rent revenue from base
rents is recorded on the straight-line method over the
45
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
terms of the related lease agreements for new leases and the
remaining terms of existing leases for acquired properties. The
straight-line method records the periodic average amount of base
rent earned over the term of a lease, taking into account
contractual rent increases over the lease term. The
straight-line method typically has the effect of recording more
rent revenue from a lease than a tenant is required to pay early
in the term of the lease. During the later parts of a lease
term, this effect reverses with less rent revenue recorded than
a tenant is required to pay. Rent revenue as recorded on the
straight-line method in the consolidated statements of income is
presented as two amounts: billed rent revenue and straight-line
revenue. Billed rent revenue is the amount of base rent actually
billed to the customer each period as required by the lease.
Straight-line rent revenue is the difference between rent
revenue earned based on the straight-line method and the amount
recorded as billed rent revenue. We record the difference
between base rent revenues earned and amounts due per the
respective lease agreements, as applicable, as an increase or
decrease to straight-line rent receivable.
Certain leases provide for additional rents contingent upon a
percentage of the tenant revenue in excess of specified base
amounts/thresholds (percentage rents). Percentage rents are
recognized in the period in which revenue thresholds are met.
Rental payments received prior to their recognition as income
are classified as deferred revenue. We may also receive
additional rent (contingent rent) under some leases when the
U.S. Department of Labor consumer price index exceeds the
annual minimum percentage increase in the lease. Contingent
rents are recorded as billed rent revenue in the period earned.
In instances where we have a profits interest in our
tenants operations, we record revenue equal to our
percentage interest of the tenants profits, as defined in
the lease or tenants operating agreements, once annual
thresholds, if any, are met.
We begin recording base rent income from our development
projects when the lessee takes physical possession of the
facility, which may be different from the stated start date of
the lease. Also, during construction of our development
projects, we are generally entitled to accrue rent based on the
cost paid during the construction period (construction period
rent). We accrue construction period rent as a receivable and
deferred revenue during the construction period. When the lessee
takes physical possession of the facility, we begin recognizing
the accrued construction period rent on the straight-line method
over the remaining term of the lease.
We receive interest income from our tenants/borrowers on
mortgage loans, working capital loans, and other long-term
loans. Interest income from these loans is recognized as earned
based upon the principal outstanding and terms of the loans.
Commitment fees received from development and leasing services
for lessees are initially recorded as deferred revenue and
recognized as income over the initial term of an operating lease
to produce a constant effective yield on the lease (interest
method). Commitment and origination fees from lending services
are recorded as deferred revenue and recognized as income over
the life of the loan using the interest method.
Acquired Real Estate Purchase Price
Allocation: We allocate the purchase price of
acquired properties to net tangible and identified intangible
assets acquired based on their fair values. In making estimates
of fair values for purposes of allocating purchase prices of
acquired real estate, we utilize a number of sources, from time
to time, including independent appraisals that may be obtained
in connection with the acquisition or financing of the
respective property and other market data. We also consider
information obtained about each property 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.
We record above-market and below-market in-place lease values,
if any, for our facilities, 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) managements 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 lease values
as a reduction of rental income over the remaining
non-cancelable terms of the respective leases. We amortize any
resulting
46
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
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.
We measure the aggregate value of other lease intangible assets
acquired based on the difference between (i) the property
valued with new or in-place leases adjusted to market rental
rates and (ii) the property valued as if vacant.
Managements 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 our 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 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 be about six 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.
Other intangible assets acquired, may include customer
relationship intangible values which are based on
managements evaluation of the specific characteristics of
each prospective tenants 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 tenants 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, if any, to expense
over the initial term of the respective leases. 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. If a lease is terminated, the unamortized portion of
the in-place lease value and customer relationship intangibles
are charged to expense.
Real Estate and Depreciation: Real estate,
consisting of land, buildings and improvements, are recorded at
cost. Although typically paid by our tenants, any expenditures
for ordinary maintenance and repairs that we pay are expensed to
operations as incurred. Significant renovations and improvements
which improve
and/or
extend the useful life of the asset are capitalized and
depreciated over their estimated useful lives. We record
impairment losses on long-lived assets used in operations when
events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be
generated by those assets, including an estimated liquidation
amount, during the expected holding periods are less than the
carrying amounts of those assets. Impairment losses are measured
as the difference between carrying value and fair value of
assets. For assets held for sale, we cease recording
depreciation expense and adjust the assets value to the
lower of its carrying value or fair value, less cost of
disposal. Fair value is based on estimated cash flows discounted
at a risk-adjusted rate of interest. We classify real estate
assets as held for sale when we have commenced an active program
to sell the assets, and in the opinion of management, it is
probable the asset will be sold within the next 12 months.
We record the results of operations from material property sales
or planned sales (which include real property, loans and any
receivables) as discontinued operations in the consolidated
statements of income for all periods presented if we do not have
any continuing involvement with the property subsequent to its
sale. Results of discontinued operations include interest
expense from debt which specifically collateralizes the property
sold or held for sale.
Construction in progress includes the cost of land, the cost of
construction of buildings, improvements and fixed equipment, and
costs for design and engineering. Other costs, such as interest,
legal, property taxes and corporate project supervision, which
can be directly associated with the project during construction,
are also included in construction in progress.
47
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
Depreciation is calculated on the straight-line method over the
weighted average useful lives of the related real estate and
other assets, as follows:
|
|
|
Buildings and improvements
|
|
37.8 years
|
Tenant lease intangibles
|
|
14.3 years
|
Tenant improvements
|
|
5.4 years
|
Furniture, equipment and other
|
|
9.5 years
|
Losses from Rent Receivables: We continuously
monitor the performance of our existing tenants including, but
not limited to,: admission levels and surgery/procedure volumes
by type; current operating margins; ratio of our tenants
operating margins both to facility rent and to facility rent
plus other fixed costs; trends in revenue and patient mix; and
the effect of evolving healthcare regulations on tenants
profitability and liquidity. We utilize this information along
with the tenants payment and default history in evaluating
(on a
property-by-property
basis) whether or not a provision for losses on outstanding rent
receivables is needed. A provision for losses on rent
receivables (including straight-line rent receivables) is
ultimately recorded when it becomes probable that the receivable
will not be collected in full. The provision is an amount which
reduces the receivable to its estimated net realizable value
based on a determination of the eventual amounts to be collected
either from the debtor or from the collateral, if any.
Loans: Loans consist of mortgage loans,
working capital loans and other long-term loans. Mortgage loans
are collateralized by interests in real property. Working
capital and other long-term loans are generally collateralized
by interests in receivables and corporate and individual
guarantees. We record loans at cost. We evaluate the
collectability of both interest and principal on a loan-by-loan
basis (using the same process as we do for assessing the
collectability of rents) to determine whether they are impaired.
A loan is considered impaired when, based on current information
and events, it is probable that we will be unable to collect all
amounts due according to the existing contractual terms. When a
loan is considered to be impaired, the amount of the allowance
is calculated by comparing the recorded investment to either the
value determined by discounting the expected future cash flows
using the loans effective interest rate or to the fair
value of the collateral if the loan is collateral dependent.
When a loan is deemed to be impaired, we generally place the
loan on non-accrual status and record interest income only upon
receipt of cash.
Earnings Per Share: Basic earnings per common
share is computed by dividing net income applicable to common
shares by the weighted number of shares of common stock
outstanding during the period. Diluted earnings per common share
is calculated by including the effect of dilutive securities.
Certain of our unvested restricted and performance stock awards
contain non-forfeitable rights to dividends, and accordingly,
these awards are deemed to be participating securities. These
participating securities are included in the earnings allocation
in computing both basic and diluted earnings per common share.
Income Taxes: We conduct our business as a
real estate investment trust (REIT) under
Sections 856 through 860 of the Internal Revenue Code. To
qualify as a REIT, we must meet certain organizational and
operational requirements, including a requirement to distribute
to stockholders at least 90% of our ordinary taxable income. As
a REIT, we generally are not subject to federal income tax on
taxable income that we distribute to our stockholders. If we
fail to qualify as a REIT in any taxable year, we will then be
subject to federal income taxes on our taxable income at regular
corporate rates and will not be permitted to qualify for
treatment as a REIT for federal income tax purposes for four
years following the year during which qualification is lost,
unless the Internal Revenue Service grants us relief under
certain statutory provisions. Such an event could materially
adversely affect our net income and net cash available for
distribution to stockholders. However, we intend to operate in
such a manner so that we will remain qualified as a REIT for
federal income tax purposes.
Our financial statements include the operations of two taxable
REIT subsidiaries, MPT Development Services, Inc.
(MDS) and MPT Covington TRS, Inc. (CVT) that
are not entitled to a dividends paid deduction and are
48
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
subject to federal, state and local income taxes. MDS and CVT
are authorized to provide property development, leasing and
management services for third-party owned properties and make
loans to lessees and operators.
Stock-Based Compensation: We currently sponsor
the Second Amended and Restated Medical Properties Trust, Inc.
2004 Equity Incentive Plan (the Equity Incentive
Plan) that was established in 2004. Awards of restricted
stock, stock options and other equity-based awards with service
conditions are amortized to compensation expense over the
vesting periods which generally range from three to seven years,
using the straight-line method. Awards of deferred stock units
vest when granted and are charged to expense at the date of
grant. Awards that contain market conditions are amortized to
compensation expense over the derived vesting periods, which
correspond to the periods over which we estimate the awards will
be earned, which generally range from three to seven years,
using the straight-line method. Awards with performance
conditions are amortized using the straight-line method over the
service period in which the performance conditions are measured,
adjusted for the probability of achieving the performance
conditions.
Deferred Costs: Costs incurred prior to the
completion of offerings of stock or other capital instruments
that directly relate to the offering are deferred and netted
against proceeds received from the offering. External costs
incurred in connection with anticipated financings and
refinancing of debt are generally capitalized as deferred
financing costs in other assets and amortized over the lives of
the related loans as an addition to interest expense. For debt
with defined principal re-payment terms, the deferred costs are
amortized to produce a constant effective yield on the loan
(interest method). For debt without defined principal repayment
terms, such as revolving credit agreements, the deferred costs
are amortized on the straight-line method over the term of the
debt. Leasing commissions and other leasing costs directly
attributable to tenant leases are capitalized as deferred
leasing costs and amortized on the straight-line method over the
terms of the related lease agreements. Costs identifiable with
loans made to borrowers are recognized as a reduction in
interest income over the life of the loan.
Derivative Financial Investments and Hedging
Activities. During our normal course of business,
we may use certain types of derivative instruments for the
purpose of managing interest rate risk. We record our derivative
and hedging instruments at fair value on the balance sheet.
Changes in the estimated fair value of derivative instruments
that are not designated as hedges or that do not meet the
criteria for hedge accounting are recognized in earnings. For
derivatives designated as cash flow hedges, the change in the
estimated fair value of the effective portion of the derivative
is recognized in accumulated other comprehensive income (loss),
whereas the change in the estimated fair value of the
ineffective portion is recognized in earnings. For derivates
designated as fair value hedges, the change in the estimated
fair value of the effective portion of the derivates offsets the
change in the estimated fair value of the hedged item, whereas
the change in the estimated fair value of the ineffective
portion is recognized in earnings.
To qualify for hedge accounting, we formally document all
relationships between hedging instruments and hedged items, as
well as our risk management objective and strategy for
undertaking the hedge prior to entering into a derivative
transaction. This process includes specific identification of
the hedging instrument and the hedge transaction, the nature of
the risk being hedged and how the hedging instruments
effectiveness in hedging the exposure to the hedged
transactions variability in cash flows attributable to the
hedged risk will be assessed. Both at the inception of the hedge
and on an ongoing basis, we assess whether the derivatives that
are used in hedging transactions are highly effective in
offsetting changes in cash flows or fair values of hedged items.
In addition, for cash flow hedges, we assess whether the
underlying forecasted transaction will occur. We discontinue
hedge accounting if a derivative is not determined to be highly
effective as a hedge or that is probable that the underlying
forecasted transaction will not occur.
Fair
Value Measurement
We measure and disclose the estimated fair value of financial
assets and liabilities utilizing a hierarchy of valuation
techniques based on whether the inputs to a fair value
measurement are considered to be observable or unobservable in a
marketplace. Observable inputs reflect market data obtained from
independent sources, while
49
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
unobservable inputs reflect our market assumptions. This
hierarchy requires the use of observable market data when
available. These inputs have created the following fair value
hierarchy:
|
|
|
|
|
Level 1 quoted prices for identical
instruments in active markets;
|
|
|
|
Level 2 quoted prices for similar
instruments in active markets; quoted prices for identical
or similar instruments in markets that are not active; and
model-derived valuations in which significant inputs and
significant value drivers are observable in active
markets; and
|
|
|
|
Level 3 fair value measurements derived
from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
|
We measure fair value using a set of standardized procedures
that are outlined herein for all assets and liabilities which
are required to be measured at their estimated fair value on
either a recurring or non-recurring basis. When available, we
utilize quoted market prices from an independent third party
source to determine fair value and classifies such items in
Level 1. In some instances where a market price is
available, but the instrument is in an inactive or
over-the-counter
market, we consistently apply the dealer (market maker) pricing
estimate and classify the asset or liability in Level 2.
If quoted market prices or inputs are not available, fair value
measurements are based upon valuation models that utilize
current market or independently sourced market inputs, such as
interest rates, option volatilities, credit spreads, market
capitalization rates, etc. Items valued using such
internally-generated valuation techniques are classified
according to the lowest level input that is significant to the
fair value measurement. As a result, the asset or liability
could be classified in either Level 2 or 3 even though
there may be some significant inputs that are readily
observable. Internal fair value models and techniques used by us
include discounted cash flow and Black Scholes valuation models.
We also consider our counterpartys and own credit risk on
derivatives and other liabilities measured at their estimated
fair value.
Reclassifications: Certain reclassifications
have been made to the consolidated financial statements to
conform to the 2010 consolidated financial statement
presentation. Assets sold or held for sale have been
reclassified on the consolidated balance sheets and related
operating results have been reclassified from continuing
operations to discontinued operations (see Note 11).
|
|
3.
|
Real
Estate and Loans Receivable
|
Acquisitions
We acquired the following assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(Amounts in thousands)
|
|
|
Land
|
|
$
|
8,227
|
|
|
$
|
421
|
|
|
$
|
45,293
|
|
Buildings
|
|
|
119,626
|
|
|
|
|
|
|
|
373,472
|
|
Intangible lease assets-subject to amortization
(weighted-average useful life 19.4 years in 2010 and
10.7 years in 2008)
|
|
|
9,955
|
|
|
|
|
|
|
|
11,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
137,808
|
|
|
$
|
421
|
|
|
$
|
430,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the fourth quarter of 2010, we acquired two long-term acute
care hospital facilities in Texas for an aggregate purchase
price of $64 million. The properties acquired had existing
leases in place which we assumed. The Triumph Hospital Clear
Lake, a 110-bed facility that opened in 2005, is subject to a
lease maturing in 2025 and can be renewed by the lessee for two
five-year terms. Triumph Hospital Tomball, a 75-bed facility
that opened in August 2006, is subject to a lease that matures
in 2026 and can be renewed by the lessee for two five-year terms.
50
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
In the second quarter of 2010, we acquired three inpatient
rehabilitation hospitals in Texas for an aggregate purchase
price of $74 million. The properties acquired had existing
leases in place which we assumed, that have initial terms
expiring in 2033. Each lease may, subject to conditions, be
renewed by the operator for two additional ten-year terms.
From the respective acquisition dates in 2010 through year-end,
these 2010 acquisitions contributed $4.3 million of revenue
and $3.4 million of income. In addition, we incurred
approximately $2.0 million in acquisition related expenses
in 2010, of which approximately $0.9 million related to
acquisitions consummated as of December 31, 2010. These
acquisition expenses are reflected in general and administrative
expenses in the consolidated statements of income.
In the second and third quarters of 2008, we completed the
acquisition of 20 properties from a single seller for
$357.2 million. The properties acquired had existing leases
in place, which we assumed, on six acute care hospitals, three
long-term acute care hospitals, five rehabilitation hospitals,
and six wellness centers.
In May 2008, we acquired a long-term acute care hospital at a
cost of $10.8 million from an unrelated party and entered
into an operating lease with Vibra Healthcare
(Vibra).
In June 2008, we entered into a $60 million loan with
affiliates of Prime related to three southern California
hospital campuses operated by Prime. We acquired one of the
facilities in July 2008 from a Prime affiliate for approximately
$15 million and the other two facilities (including two
medical office buildings) in the 2008 fourth quarter for
$45 million. We entered into a
10-year
lease with the Prime affiliate concurrent with our acquisitions
of each of these facilities.
The results of operations for each of the properties acquired
are included in our consolidated results from the effective date
of each acquisition. The following table sets forth certain
unaudited pro forma consolidated financial data for 2010, 2009
and 2008, as if each significant acquisition was consummated on
the same terms at the beginning of each year.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
|
(Amounts in thousands
|
|
|
except per share amounts)
|
|
Total revenues
|
|
$
|
130,470
|
|
|
$
|
129,454
|
|
Net income attributable to MPT common stockholders
|
|
|
18,026
|
|
|
|
37,884
|
|
Net income per share attributable to MPT common
stockholders-diluted
|
|
$
|
0.17
|
|
|
$
|
0.47
|
|
Disposals
In the fourth quarter 2010, we sold the real estate of our
Montclair Hospital, an acute care medical center to Prime for
proceeds of $20.0 million. We realized a gain on the sale
of $2.2 million. Due to this sale, operating results of our
Montclair facility have been included in discontinued operations
for the current period and all prior periods and, we have
reclassified the asset of this property to Real Estate Held for
Sale in our accompanying Consolidated Balance Sheet at
December 31, 2009.
In October 2010, we sold the real estate of our Sharpstown
facility in Houston, Texas to a third party for net proceeds of
$2.7 million resulting in a gain of $0.7 million. At
December 31, 2009, this facility was reclassified as held
for sale and the related operating results have been included in
discontinued operations for the current period and all prior
periods.
In the second quarter 2010, we sold the real estate of our
Inglewood Hospital, a 369-bed acute care medical center located
in Inglewood, California, to Prime Healthcare, for
$75 million resulting in a gain of approximately
$6 million. Due to this sale, operating results of our
Inglewood facility have been included in discontinued operations
for the current period and all prior periods, and we have
reclassified the asset of this property to Real Estate Held for
Sale in our accompanying Consolidated Balance Sheet at
December 31, 2009.
51
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
In the fourth quarter of 2009, we sold the real estate asset of
one acute care facility to Prime for proceeds of
$15.0 million. The sale was completed on December 28,
2009, and we realized a gain on the sale of $0.3 million.
In the second quarter of 2008, we sold the real estate assets of
three inpatient rehabilitation facilities to Vibra for proceeds
of approximately $105 million, including $7.0 million
in early lease termination fees and $8.0 million of a loan
pre-payment. The sale was completed on May 7, 2008,
realizing a gain on the sale of $9.3 million. We also wrote
off $9.5 million in related straight-line rent receivable
upon completion of the sales.
Intangible
Assets
At December 31, 2010 and 2009, our intangible lease assets
were $35.0 million ($27.6 million, net of accumulated
amortization) and $24.1 million ($19.0 million, net of
accumulated amortization), respectively.
We recorded amortization expense related to intangible lease
assets of $3.2 million, $4.5 million (including
$0.5 million of accelerated amortization as described
below) and $8.1 million (including $4.5 million of
accelerated amortization as described below) in 2010, 2009, and
2008, respectively, and expect to recognize amortization expense
from existing lease intangible assets as follows: (amounts in
thousands)
|
|
|
|
|
For the Year Ended December 31:
|
|
|
|
2011
|
|
$
|
2,957
|
|
2012
|
|
|
2,592
|
|
2013
|
|
|
2,559
|
|
2014
|
|
|
2,494
|
|
2015
|
|
|
2,305
|
|
As of December 31, 2010, capitalized lease intangibles have
a weighted average remaining life of 14.3 years.
Leasing
Operations
Minimum rental payments due to us in future periods under
operating leases which have non-cancelable terms extending
beyond one year at December 31, 2010, are as follows:
(amounts in thousands)
|
|
|
|
|
2011
|
|
$
|
93,799
|
|
2012
|
|
|
90,443
|
|
2013
|
|
|
90,980
|
|
2014
|
|
|
89,291
|
|
2015
|
|
|
86,392
|
|
Thereafter
|
|
|
653,621
|
|
|
|
|
|
|
|
|
$
|
1,104,526
|
|
|
|
|
|
|
In September 2010, we exchanged properties with one of our
tenants. In exchange for our acute care facility in Cleveland,
Texas, we received a similar acute care facility in Hillsboro,
Texas. The lease that was in place on our Cleveland facility was
carried over to the new facility with no change in lease term or
lease rate. This exchange was accounted for at fair value,
resulting in a gain of $1.3 million (net of
$0.2 million from the write-off of straight-line rent
receivables).
In April 2009, we terminated leases on two of our facilities in
Louisiana (Covington and Denham Springs) after the operator
defaulted on the leases. As a result of the lease terminations,
we recorded a $1.1 million charge in order to fully reserve
and write off, respectively, the related straight-line rent
receivables associated with the Covington and Denham Springs
facilities. In addition, we accelerated the amortization of the
related lease intangibles resulting in $0.5 million of
expense in the 2009 second quarter. In June 2009, we re-leased
the Denham Springs facility to a new operator under terms
similar to the terminated lease. In March 2010, we re-leased our
52
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
Covington facility. The lease has a fixed term of 15 years
with an option, at the lessees discretion, to extend the
term for three additional periods of five years each. Rent
during 2010 was based on an annual rate of $1.4 million
and, commencing on January 1, 2011, increases annually by
2%. At the end of each term, the tenant has the right to
purchase the facility at a price generally equivalent to the
greater of our undepreciated cost and fair market value.
Separately, we also obtained an interest in the operations of
the tenant whereby we may receive additional consideration based
on the profitability of such operations.
In January 2009, the then-operator of our Bucks County facility
gave notice of its intentions to close the facility. The
associated lease was terminated, which resulted in the write-off
of $4.7 million in uncollectible rent and other receivables
in December 2008. This write-off excluded $3.8 million of
receivables that were guaranteed by the former tenants
parent company. In the 2010 fourth quarter, we agreed to settle
our $3.8 million claim of unpaid rent for $1.4 million
resulting in a $2.4 million charge to earnings.
In July 2009, we re-leased our Bucks County facility located in
Bensalem, Pennsylvania. The lease has a fixed term of five years
with an option, at the lessees discretion, to extend 15
additional periods of one year each. Initial cash rent was
$2.0 million per year with annual escalations of 2%.
Separately, we also obtained a profits interest whereby we may
receive up to an additional $1.0 million annually pursuant
to an agreement that provides for our participation in certain
cash flows, if any, as defined in the agreement. After the fixed
term, the tenant has the right to purchase the facility at a
price based on a formula set forth in the lease agreement.
In the third quarter of 2008, we terminated leases on two
general acute care hospitals in Houston, Texas and one hospital
in Redding, California due to certain tenant defaults. These
facilities were previously leased to affiliates of HPA that
filed for bankruptcy subsequent to the lease terminations.
Pursuant to these lease terminations, we recorded
$4.5 million in accelerated amortization in the 2008 third
quarter related to lease intangibles. In addition, we recorded a
$1.5 million charge for the write-off of straight-line rent.
On November 1, 2008, we entered into a new lease agreement
for the Redding hospital. The new operator, an affiliate of
Prime, agreed to increase the lease base from $60.0 million
to $63.0 million and to pay up to $12.0 million in
additional rent and a profits participation of up to
$8.0 million based on the future profitability of the new
lessees operations. In the 2010 second quarter, Prime paid
us $12 million in additional rent related to our Redding
property, and we terminated our agreements with Prime concerning
the additional rent and profits interest. Of this
$12 million in additional rent, $2.6 million has been
recognized in income from lease inception through
December 31, 2010, (including $1.2 million in each of
2010 and 2009) and we expect to recognize the other
$9.4 million into income over the remainder of the lease
life.
As of December 31, 2010, we have advanced approximately
$28 million to the operator/lessee of Monroe Hospital in
Bloomington, Indiana pursuant to a working capital loan
agreement, including additional advances of $1.3 million in
2010. In addition as of December 31, 2010, we have
$11.5 million ($1.9 million accrued in 2010) of rent,
interest and other charges outstanding, of which
$5.4 million of interest receivables are significantly more
than 90 days past due. Because the operator has not made
all payments required by the working capital loan agreement and
the related real estate lease agreement, we consider the loan to
be impaired. During the first quarter of 2010, we evaluated
alternative strategies for the recovery of our advances and
accruals and at that time determined that the future cash flows
of the current tenant or related collateral would, more likely
than not, result in less than a full recovery of our loan
advances. Accordingly, we recorded a $12 million charge in
the 2010 first quarter to recognize the estimated impairment of
the working capital loan. During the third quarter of 2010, we
determined that it is reasonably likely that the existing tenant
will be unable to make certain lease payments that become due in
future years. Accordingly, we recorded a valuation allowance for
unbilled straight-line rent in the amount of $2.5 million.
At December 31, 2010, our net investment (exclusive of the
related real estate) of $27.6 million is our maximum
exposure to Monroe and the amount is deemed
collectible/recoverable. In making this determination, we
considered our first priority secured interest in approximately
(i) $4 million in hospital patient receivables,
(ii) cash balances of approximately $4 million, and
(iii) 100% of the membership interests of the
operator/lessee and our assessment of the realizable value of
our other collateral.
53
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
We continue to evaluate possible operating strategies for the
hospital. We have entered into a forbearance agreement with the
operator whereby we have generally agreed, under certain
conditions, not to fully exercise our rights and remedies under
the lease and loan agreements during limited periods. We have
not committed to the adoption of a plan to transition ownership
or management of the hospital to any new operator, and there is
no assurance that any such plan will be completed. Moreover,
there is no assurance that any plan that we ultimately pursue
will not result in additional charges for further impairment of
our working capital loan. We have not recognized any interest
income on the Monroe loan since it was considered impaired in
the 2010 first quarter.
Loans
The following is a summary of our loans ($ amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
|
|
As of December 31, 2009
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
Weighted Average
|
|
|
|
Balance
|
|
|
Interest Rate
|
|
|
Balance
|
|
|
Interest Rate
|
|
|
Mortgage loans
|
|
$
|
165,000
|
|
|
|
10.0
|
%
|
|
$
|
200,164
|
|
|
|
9.9
|
%
|
Other loans
|
|
|
50,985
|
|
|
|
10.8
|
%
|
|
|
110,842
|
|
|
|
10.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
215,985
|
|
|
|
|
|
|
$
|
311,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2010, we funded $2.8 million for an expansion loan on
the Centinela property. This expansion loan and original
mortgage loan were repaid in the amount of $43 million in
the 2010 fourth quarter.
In December 2009, we committed to fund a mortgage loan totaling
$20.0 million to an affiliate of Prime, $15 million of
which was advanced in 2009 with the remainder advanced in 2010.
This loan is collateralized by the Desert Valley facility and
the purpose of the loan was to help fund an overall
$35.0 million expansion and renovation.
Including our working capital loans to Monroe (discussed
previously), our other loans primarily consist of loans to our
tenants for acquisitions and working capital purposes. In 2008
and as part of the leasing of our Redding Hospital, we agreed to
provide Prime a working capital loan up to $20 million. In
April 2010, Prime repaid this loan and other working capital
loans plus accrued interest in the amount of $40 million.
In conjunction with our purchase of six healthcare facilities in
July and August 2004, we also made loans aggregating
$41.4 million to Vibra. As of December 31, 2010, Vibra
has reduced the balance of the loans to $19.6 million.
Concentration
of Credit Risks
For the years ended December 31, 2010, 2009, and 2008,
affiliates of Prime (including rent and interest from mortgage
and working capital loans) accounted for 32.7%, 33.7%, and
26.9%, respectively, of our total revenues , and Vibra
(including rent and interest from working capital loans)
accounted for 14.5%, 15.1%, and 17.4%, respectively, of our
total revenues.
54
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
The following is a summary of debt ($ amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
|
As of December 31, 2009
|
|
|
Balance
|
|
|
Interest Rate
|
|
Balance
|
|
|
Interest Rate
|
|
Revolving credit facilities
|
|
$
|
|
|
|
Variable
|
|
$
|
137,200
|
|
|
Variable
|
Senior unsecured notes fixed rate through July and
October 2011 due July and October 2016
|
|
|
125,000
|
|
|
7.333%-7.871%
|
|
|
125,000
|
|
|
7.333%-7.871%
|
Exchangeable senior notes
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount
|
|
|
91,175
|
|
|
6.125%-9.250%
|
|
|
220,000
|
|
|
6.125%-9.250%
|
Unamortized discount
|
|
|
(2,585
|
)
|
|
|
|
|
(8,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,590
|
|
|
|
|
|
211,735
|
|
|
|
Term loans Principal amount
|
|
|
157,683
|
|
|
Various
|
|
|
102,743
|
|
|
Various
|
Unamortized discount
|
|
|
(1,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,380
|
|
|
|
|
|
102,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
369,970
|
|
|
|
|
$
|
576,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, principal payments due on our debt
(which exclude the effects of any discounts recorded) are as
follows:
|
|
|
|
|
2011
|
|
$
|
25,608
|
|
2012
|
|
|
1,500
|
|
2013
|
|
|
83,500
|
|
2014
|
|
|
1,500
|
|
2015
|
|
|
1,500
|
|
Thereafter
|
|
|
260,250
|
|
|
|
|
|
|
Total
|
|
$
|
373,858
|
|
|
|
|
|
|
In May 2010, we closed on a new $450 million secured credit
facility with a syndicate of banks and others, and the proceeds
of such new credit facility along with cash proceeds from a
secondary stock offering as more fully described in Note 9
were used to repay in full all outstanding obligations under the
old $220 million credit facility, fund the purchase of 93%
of our outstanding 6.125% exchangeable senior notes and payoff
of a $30 million term loan. These refinancing activities
resulted in a charge of approximately $6.7 million in 2010
related to the write-off of previously deferred financing costs
and the premium we paid associated with the exchangeable notes
buy back. The new credit facility includes a $150 million
term loan facility (2010 Term Loan) and a
$300 million revolving loan facility (2010 Revolving
Facility), which was increased to $330 million in
September 2010. We may further increase the 2010 Revolving
Facility up to $375 million via an accordion feature
through November 2011.
Revolving
Credit Facilities
The 2010 Revolving Facility has a
3-year term
that matures on May 17, 2013 and has an interest rate
option of (1) the higher of the prime rate or
federal funds rate plus 0.5%, plus a spread initially set at
2.00%, but that is adjustable from 2.00% to 2.75% based on
current total leverage, or (2) LIBOR plus a spread
initially set at 3.00%, but that is adjustable from 3.00% to
3.75% based on current total leverage. In addition, we are
required to pay a quarterly commitment fee on the undrawn
portion of the 2010 Revolving Facility, ranging from 0.375% to
0.500% per year. The 2010 Revolving Facility is collateralized
by (i) the equity interests of certain of our subsidiaries
and
55
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
(ii) mortgage loans payable to us. We may borrow up to the
maximum of the facility so long as we do not permit the ratio of
outstanding indebtedness under the facility to exceed 55% of the
value of the borrowing base, as described in the revolving
facility agreement. From inception of this new facility through
December 31, 2010, we have not borrowed under this
facility, and as of December 31, 2010, we had
$322.4 million of availability.
In regards to the $220 million credit facility that we paid
off in 2010, our outstanding borrowings under the revolving
facility were $96 million at December 31, 2009. For
2009, our interest rate was primarily set of the
30-day LIBOR
plus 1.75% (1.99% at December 31, 2009). In addition, the
old credit facility provided for a quarterly commitment fee on
the unused portion ranging from 0.20% to 0.35%. The weighted
average interest rate on this facility was 2.21% for 2009.
In June 2007, we signed a collateralized revolving bank credit
facility for up to $42 million. The terms are for five
years with interest at the
30-day LIBOR
plus 1.50% (1.77% at December 31, 2010 and 1.73% at
December 31, 2009). The amount available under the facility
decreases $0.8 million per year until maturity. The
facility is collateralized by one real estate property with a
net book value of $56.5 million and $57.9 million at
December 31, 2010 and 2009, respectfully. This facility had
an outstanding balance of $0 and $41.2 million at
December 31, 2010 and December 31, 2009, respectively.
At December 31, 2010, we had $40.4 million of
availability under this revolving credit facility. The
weighted-average interest rate on this revolving bank credit
facility was 1.74% and 1.86% for 2010 and 2009, respectively.
Senior
Unsecured Notes
During 2006, we issued $125.0 million of Senior Unsecured
Notes (the Senior Notes). The Senior Notes were
placed in private transactions exempt from registration under
the Securities Act of 1933, as amended, (the Securities
Act). One of the issuances of Senior Notes totaling
$65.0 million pays interest quarterly at a fixed annual
rate of 7.871% through July 30, 2011, thereafter, at a
floating annual rate of three-month LIBOR plus 2.30% and may be
called at par value by us at any time on or after July 30,
2011. This portion of the Senior Notes matures in July 2016. The
remaining issuances of Senior Notes pay interest quarterly at
fixed annual rates ranging from 7.333% to 7.715% through
October 30, 2011, thereafter, at a floating annual rate of
three-month LIBOR plus 2.30% and may be called at par value by
us at any time on or after October 30, 2011. These
remaining notes mature in October 2016.
During the second quarter 2010, we entered into an interest rate
swap to fix $65 million of our $125 million Senior
Notes, starting July 31, 2011 (date on which the interest
rate is scheduled to turn variable) through maturity date (or
July 2016), at a rate of 5.507%. We also entered into an
interest rate swap to fix $60 million of our Senior Notes
starting October 31, 2011 (date on which the related
interest rate is scheduled to turn variable) through the
maturity date (or October 2016) at a rate of 5.675%. At
December 31, 2010, the fair value of the interest rate
swaps is $3.6 million, which is reflected in accounts
payable and accrued expenses on the condensed consolidated
balance sheet.
We account for our interest rate swaps as cash flow hedges.
Accordingly, the effective portion of changes in the fair value
of our swaps is recorded as a component of accumulated other
comprehensive income/loss on the balance sheet until the
underlying debt matures while the ineffective portion is
recorded through earnings. We did not have any hedge
ineffectiveness from inception of our interest rate swaps
through December 31, 2010 and therefore, there was no
income statement effect recorded during the year ended
December 31, 2010.
Exchangeable
Senior Notes
In November 2006, our Operating Partnership issued and sold, in
a private offering, $138.0 million of Exchangeable Senior
Notes (the 2006 Exchangeable Notes). The 2006
Exchangeable Notes pay interest semi-annually at a rate of
6.125% per annum and mature on November 15, 2011. The 2006
Exchangeable Notes have an
56
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
initial exchange rate of 60.3346 of our common shares per $1,000
principal amount of the notes, representing an exchange price of
$16.57 per common share. The initial exchange rate is subject to
adjustment under certain circumstances. The 2006 Exchangeable
Notes are exchangeable, prior to the close of business on the
second business day immediately preceding the stated maturity
date at any time beginning on August 15, 2011 and also upon
the occurrence of specified events, for cash up to their
principal amount and cash or our common shares for the remainder
of the exchange value in excess of the principal amount. Net
proceeds from the offering of the 2006 Exchangeable Notes were
approximately $134 million, after deducting the initial
purchasers discount. The 2006 Exchangeable Notes are
senior unsecured obligations of the Operating Partnership,
guaranteed by us. During 2010, 93% of the outstanding 6.125%
exchangeable senior notes due 2011 were repurchased at a price
of 103% of the principal amount plus accrued and unpaid interest
(or $136.3 million). The outstanding balance on the 2006
Exchangeable Notes is $9.2 million as of December 31,
2010.
Concurrent with the pricing of the 2006 exchangeable notes, the
Operating Partnership entered into a capped call
transaction with affiliates of the initial purchasers (the
option counterparties) in order to increase the
effective exchange price of the Exchangeable Notes to $18.94 per
common share. The capped call transaction is expected to reduce
the potential dilution with respect to our common stock upon
exchange of the 2006 Exchangeable Notes to the extent the then
market value per share of our common stock does not exceed
$18.94 during the observation period relating to an exchange. We
have reserved 8.3 million shares, which may be issued in
the future to settle the 2006 Exchangeable Notes. The premium of
$6.3 million paid for the capped call
transaction has been recorded as a permanent reduction to
additional paid in capital in the consolidated statement of
equity.
In March 2008, our Operating Partnership issued and sold, in a
private offering, $75.0 million of Exchangeable Senior
Notes (the 2008 Exchangeable Notes) and received
proceeds of $72.8 million. In April 2008, the Operating
Partnership sold an additional $7.0 million of the 2008
Exchangeable Notes (under the initial purchasers
overallotment option) and received proceeds of
$6.8 million. The 2008 Exchangeable Notes pay interest
semi-annually at a rate of 9.25% per annum and mature on
April 1, 2013. The 2008 Exchangeable Notes have an initial
exchange rate of 80.8898 shares of our common stock per
$1,000 principal amount, representing an exchange price of
$12.36 per common share. The initial exchange rate is subject to
adjustment under certain circumstances. The 2008 Exchangeable
Notes are exchangeable prior to the close of business on the
second day immediately preceding the stated maturity date at any
time beginning on January 1, 2013 and also upon the
occurrence of specified events, for cash up to their principal
amounts and cash or our common shares for the remainder of the
exchange value in excess of the principal amount. The 2008
Exchangeable Notes are senior unsecured obligations of the
Operating Partnership, guaranteed by us.
Term
Loans
The 2010 Term Loan has a
6-year term
that matures May 17, 2016 and has an interest rate option
of (1) LIBOR plus a spread of 3.5% or (2) the higher
of the prime rate or federal funds rate plus 0.5%,
plus a spread of 2.50%. This 2010 Term Loan is subject to a
LIBOR floor of 1.5% (5.00% at December 31, 2010). We make
quarterly principal payments of $375,000 on the term loan. The
2010 Term Loan had an outstanding balance of $149.3 million
at December 31, 2010.
Included in the $220 million credit facility that was paid
off in 2010 was a term loan that had an outstanding balance of
$64.5 million at December 31, 2009. This term
loans interest rate was based on the
30-day LIBOR
plus a spread of 200 basis points (2.26% at
December 31, 2009).
In June 2008, our Operating Partnership signed a term loan
agreement for $30.0 million that was paid off during 2010.
This facility had an outstanding balance of $29.6 million
at December 31, 2009. The loan had a variable interest rate
of 400 basis points in excess of LIBOR (4.23% at
December 31, 2009).
57
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
In November 2008, we signed a collateralized term loan facility
for $9 million with interest fixed at 5.66%. The term loan
has a stated maturity date of November 2013; however, this could
mature earlier if the lease of the collateralized property (that
comes due in December 2011) is not extended. We make
monthly principal and interest payments on this loan. The
facility is collateralized by one real estate property with a
book value of $18.2 million at December 31, 2010. This
facility had an outstanding balance of $8.4 million at
December 31, 2010.
Our debt facilities impose certain restrictions on us, including
restrictions on our ability to: incur debts; grant liens;
provide guarantees in respect of obligations of any other
entity; make redemptions and repurchases of our capital stock;
prepay, redeem or repurchase debt; engage in mergers or
consolidations; enter into affiliated transactions; dispose of
real estate; and change our business. In addition, these
agreements limit the amount of dividends we can pay to 90% of
normalized adjusted funds from operations, as defined in the
agreements, on a rolling four quarter basis starting for the
fiscal quarter ending March 31, 2012 and thereafter. Prior
to March 31, 2012, a similar dividend restriction exists
but at a higher percentage for transitional purposes. These
agreements also contain provisions for the mandatory prepayment
of outstanding borrowings under these facilities from the
proceeds received from the sale of properties that serve as
collateral, except a portion may be reinvested subject to
certain limitations, as defined in the credit facility agreement.
In addition to these restrictions, the new credit facility
contains customary financial and operating covenants, including
covenants relating to our total leverage ratio, fixed charge
coverage ratio, mortgage secured leverage ratio, recourse
mortgage secured leverage ratio, consolidated adjusted net
worth, facility leverage ratio, and borrowing base interest
coverage ratio. This facility also contains customary events of
default, including among others, nonpayment of principal or
interest, material inaccuracy of representations and failure to
comply with our covenants. If an event of default occurs and is
continuing under the facility, the entire outstanding balance
may become immediately due and payable. At December 31,
2010, we were in compliance with all such financial and
operating covenants.
We have maintained and intend to maintain our election as a REIT
under the Internal Revenue Code of 1986, as amended. To qualify
as a REIT, we must meet a number of organizational and
operational requirements, including a requirement to distribute
at least 90% of our taxable income to our stockholders. As a
REIT, we generally will not be subject to federal income tax if
we distribute 100% of our taxable income to our stockholders and
satisfy certain other requirements. Income tax is paid directly
by our stockholders on the dividends distributed to them. If our
taxable income exceeds our dividends in a tax year, REIT tax
rules allow us to designate dividends from the subsequent tax
year in order to avoid current taxation on undistributed income.
If we fail to qualify as a REIT in any taxable year, we will be
subject to federal income taxes at regular corporate rates,
including any applicable alternative minimum tax. Taxable income
from non-REIT activities managed through our taxable REIT
subsidiaries is subject to applicable federal, state and local
income taxes. For 2010 and 2009, we recorded tax expense of
$1.6 million and $0.3 million, respectively, while we
recorded a tax benefit of $1.1 million in 2008.
At December 31, 2010 and 2009, we had a net deferred tax
asset (prior to valuation allowance) of $6.7 million and
$1.8 million respectively. This increase is primarily
related to the loss reserve recorded in 2010 on the Monroe loan
and an increase in the federal and state net operating loss
carry forwards (NOLs). NOLs are available to offset
future earnings in one of our taxable REIT subsidiaries within
the periods specified by law. At December 31, 2010, we had
U.S. federal and state NOLs of $7.4 million and
$7.9 million, respectively, that expire in 2020 through
2030.
With the early prepayment of working capital loans by Prime and
the impairment of the Monroe loan as more fully described in
Note 3, we did not believe that one of our taxable REIT
subsidiaries would generate enough taxable income to use the
federal and state net operating losses noted above within the
carry forward period specified by law. Therefore, in the 2010
second quarter, we fully reserved for the net deferred tax
asset. At December 31, 2010 and 2009 the valuation
allowance was $6.8 million and $0.3 million,
respectively. We will
58
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
continue to monitor this valuation allowance and, if
circumstances change (such as entering into new working capital
loans or other transactions), we will adjust this valuation
allowance accordingly.
Earnings and profits, which determine the taxability of
distributions to stockholders, will differ from net income
reported for financial reporting purposes due primarily to
differences in cost bases, differences in the estimated useful
lives used to compute depreciation, and differences between the
allocation of our net income and loss for financial reporting
purposes and for tax reporting purposes.
A schedule of per share distributions we paid and reported to
our stockholders is set forth in the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Common share distribution
|
|
$
|
0.800000
|
|
|
$
|
0.800000
|
|
|
$
|
1.080000
|
|
Ordinary income
|
|
|
0.388128
|
|
|
|
0.471792
|
|
|
|
0.677940
|
|
Capital gains(1)
|
|
|
0.027724
|
|
|
|
0.003708
|
|
|
|
0.145400
|
|
Unrecaptured Sec. 1250 gain
|
|
|
0.022784
|
|
|
|
0.003708
|
|
|
|
0.138168
|
|
Return of capital
|
|
|
0.384148
|
|
|
|
0.324500
|
|
|
|
0.256660
|
|
Allocable to next year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Capital gains include unrecaptured Sec. 1250 gains. |
Our earnings per share were calculated based on the following
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
13,228
|
|
|
$
|
33,670
|
|
|
$
|
18,590
|
|
Non-controlling interests share in continuing operations
|
|
|
(99
|
)
|
|
|
(36
|
)
|
|
|
(29
|
)
|
Participating securities share in earnings
|
|
|
(1,254
|
)
|
|
|
(1,506
|
)
|
|
|
(1,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, less participating
securities share in earnings
|
|
|
11,875
|
|
|
|
32,128
|
|
|
|
16,816
|
|
Income from discontinued operations
|
|
|
9,784
|
|
|
|
2,697
|
|
|
|
14,143
|
|
Non-controlling interests share in discontinued operations
|
|
|
|
|
|
|
(1
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations attributable to MPT common
stockholders
|
|
|
9,784
|
|
|
|
2,696
|
|
|
|
14,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, less participating securities share in earnings
|
|
$
|
21,659
|
|
|
$
|
34,824
|
|
|
$
|
30,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common shares
|
|
|
100,706
|
|
|
|
78,117
|
|
|
|
62,027
|
|
Dilutive stock options
|
|
|
2
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average common shares
|
|
|
100,708
|
|
|
|
78,117
|
|
|
|
62,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For each of the years ended December 31, 2010, 2009, and
2008, 0.1 million of options were excluded from the diluted
earnings per share calculation as they were not determined to be
dilutive. Shares that may be issued in the future in accordance
with our exchangeable senior notes were excluded from the
diluted earnings per share calculation as they were not
determined to be dilutive.
59
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
We have adopted the Second Amended and Restated Medical
Properties Trust, Inc. 2004 Equity Incentive Plan (the
Equity Incentive Plan), which authorizes the
issuance of common stock options, restricted stock, restricted
stock units, deferred stock units, stock appreciation rights,
performance units and awards of interests in our Operating
Partnership. The Equity Incentive Plan is administered by the
Compensation Committee of the Board of Directors. We have
reserved 7,441,180 shares of common stock for awards under
the Equity Incentive Plan for which 3,716,379 shares remain
available for future stock awards as of December 31, 2010.
The Equity Incentive Plan contains a limit of
1,000,000 shares as the maximum number of shares of common
stock that may be awarded to an individual in any fiscal year.
Awards under the Equity Incentive Plan are subject to forfeiture
due to termination of employment prior to vesting. In the event
of a change in control, outstanding and unvested options will
immediately vest, unless otherwise provided in the
participants award or employment agreement, and restricted
stock, restricted stock units, deferred stock units and other
stock-based awards will vest if so provided in the
participants award agreement. The term of the awards is
set by the Compensation Committee, though Incentive Stock
Options may not have terms of more than ten years. Forfeited
awards are returned to the Equity Incentive Plan and are then
available to be re-issued as future awards.
We awarded 50,000 common stock options in 2007, with an exercise
price and estimated grant date fair values of $12.09 and $1.36
per option, respectively. The options awarded in 2007 vest
annually in equal amounts over three years from the date of
award and expire in 2012. We use the Black-Scholes pricing model
to calculate the fair values of the options awarded. In 2007,
the following assumptions were used to derive the fair values:
an option term of four years; expected volatility of 28.34%; a
weighted average risk-free rate of return of 4.62%; and a
dividend yield of 8.93%. The intrinsic value of options
exercisable and outstanding at December 31, 2010, is $-0-.
No options were granted, exercised, or forfeited in 2010, 2009,
or 2008. At December 31, 2010, we had 130,000 options
outstanding and exercisable, with a weighted-average exercise
price of $10.80 per option. The weighted average remaining
contractual term of options exercisable and outstanding is
3.0 years.
Other stock-based awards are in the form of service-based awards
and performance-based awards. The service-based awards vest as
the employee provides the required service over periods that
generally range from three to seven years. Service based awards
are valued at the average price per share of common stock on the
date of grant. In 2006, 2007, and 2010, the Compensation
Committee made awards which vest based on us achieving certain
performance levels, stock price levels, total shareholder return
or comparison to peer total return indices. The 2010 awards are
based on us achieving a simple 9.5% annual total shareholder
return over a three year period; however, the award contains
both carry forward and carry back provisions through
December 31, 2014. The 2006 awards are based on us
achieving levels of total shareholder return compared to an
industry index.
The 2007 awards were granted under our 2007 Multi-year Incentive
Plan (MIP) adopted by the Compensation Committee and
consist of three components: service-based awards, core
performance awards (CPRE), and superior performance
awards (SPRE). The service-based awards vest
annually and ratably over a seven-year period beginning
December 31, 2007. The CPRE awards also vest annually and
ratably over the same seven-year period contingent upon our
achievement of a simple 9% annual total return to shareholders
(pro-rated to 7.5% for the first vesting period ending
December 31, 2007). In years in which the annual total
return exceeds 9%, the excess return may be used to earn CPRE
awards not earned in a prior or future year. SPRE awards were to
be earned based on achievement of specified share price
thresholds during the period beginning March 1, 2007
through December 31, 2010, and were to vest annually and
ratably over the subsequent three-year period
(2011-2013).
At December 31, 2010, the share price thresholds were not
met. However, in accordance with the SPRE award agreements,
33.334% of the SPRE awards were earned as we performed at or
above the 50th percentile of all real estate investment trusts
included in the Morgan Stanley REIT Index in terms of total
return to shareholders over the same period. The other 66.666%
of the SPRE awards were deemed forfeited. All unvested 2007 MIP
awards provide for payment of dividends and other
non-liquidating distributions, except that the SPRE awards,
prior to the
60
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
awards being earned, pay dividends at 20% of the per share
dividend amount. The 2007 MIP awards were made in the form of
restricted shares and a new class of partnership units in our
Operating Partnership (LTIP units). The LTIP units
that are earned may eventually be converted, at our election,
into either shares of common stock on a
one-for-one
basis or their equivalent in cash. We have valued our LTIP
awards at the same per unit value as a corresponding restricted
stock award. We used an independent valuation consultant to
assist us in determining the value of the 2007 MIP awards
CPRE and SPRE components using a Monte Carlo simulation. The
following assumptions were used to derive the fair values for
the SPRE and CPRE, respectively: term 3.4 years
and 6.4 years; expected (implied) volatility 27.00% and
26.00%; risk-free rate of return 4.55% and 4.65%; and,
dividends $1.08 in 2007, $1.10 in 2008, $1.13 in
2009, and 3% annual increase thereafter through 2013. In
addition to the SPRE awards noted earlier,
79,287 shares/LTIP units were earned in 2010 under the CPRE
award. For 2009, 79,287 shares/LTIP units were earned under
the CPRE award, but no SPRE awards were earned.
The following summarizes restricted equity awards activity in
2010 and 2009, respectively:
For the
Year Ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Based on
|
|
|
Vesting Based
|
|
Market/Performance
|
|
|
on Service
|
|
Conditions
|
|
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
|
|
Shares
|
|
Value at Award Date
|
|
Shares
|
|
Value at Award Date
|
|
Nonvested awards at beginning of the year
|
|
|
962,350
|
|
|
$
|
10.22
|
|
|
|
1,301,088
|
|
|
$
|
6.90
|
|
Awarded
|
|
|
277,680
|
|
|
$
|
10.39
|
|
|
|
182,600
|
|
|
$
|
9.25
|
|
Vested
|
|
|
(454,323
|
)
|
|
$
|
9.97
|
|
|
|
(175,279
|
)
|
|
$
|
10.64
|
|
Forfeited
|
|
|
(2,402
|
)
|
|
$
|
8.66
|
|
|
|
(480,000
|
)
|
|
$
|
3.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested awards at end of year
|
|
|
783,305
|
|
|
$
|
10.43
|
|
|
|
828,409
|
|
|
$
|
8.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
Year Ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting Based on
|
|
|
Vesting Based
|
|
Market/Performance
|
|
|
on Service
|
|
Conditions
|
|
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
|
|
Shares
|
|
Value at Award Date
|
|
Shares
|
|
Value at Award Date
|
|
Nonvested awards at beginning of the year
|
|
|
828,106
|
|
|
$
|
12.24
|
|
|
|
1,380,375
|
|
|
$
|
7.15
|
|
Awarded
|
|
|
441,134
|
|
|
$
|
6.30
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(299,167
|
)
|
|
$
|
10.08
|
|
|
|
(79,287
|
)
|
|
$
|
11.29
|
|
Forfeited
|
|
|
(7,723
|
)
|
|
$
|
8.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested awards at end of year
|
|
|
962,350
|
|
|
$
|
10.22
|
|
|
|
1,301,088
|
|
|
$
|
6.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The value of stock-based awards is charged to compensation
expense over the vesting periods. In the years ended
December 31, 2010, 2009 and 2008, we recorded
$6.6 million, $5.5 million, and $6.4 million
respectively, of non-cash compensation expense. The remaining
unrecognized cost from restricted equity awards at
December 31, 2010, is $9.6 million and will be
recognized over a weighted average period of 2.4 years.
Restricted equity awards which vested in 2010 had a value of
$6.1 million on the vesting dates.
61
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
|
|
8.
|
Commitments
and Contingencies
|
Our operating leases primarily consist of ground leases on which
certain of our facilities or other related property reside along
with corporate office and equipment leases. These ground leases
are long-term leases and some contain escalation provisions.
Properties subject to these ground leases are subleased to our
tenants. Lease and rental expense for 2010, 2009 and 2008,
respectively, were $989,170, $859,570, and $919,735, which was
offset by sublease rental income of $520,090, $520,090, and
$498,733 for 2010, 2009, and 2008, respectively.
Fixed minimum payments due under operating leases with
non-cancelable terms of more than one year at December 31,
2010 are as follows: (amounts in thousands)
|
|
|
|
|
2011
|
|
$
|
2,128
|
|
2012
|
|
|
2,135
|
|
2013
|
|
|
2,021
|
|
2014
|
|
|
1,657
|
|
2015
|
|
|
1,657
|
|
Thereafter
|
|
|
38,971
|
|
|
|
|
|
|
|
|
$
|
48,569
|
|
|
|
|
|
|
The total amount to be received in the future from
non-cancellable subleases at December 31, 2010, is
$31.1 million.
In November 2009, we reached an agreement to settle all of the
claims asserted by Stealth, L.P. in previously disclosed
litigation concerning the termination of leases of the Houston
Town and Country Hospital and medical office building in October
2006, with the exception of a single contract claim for which
Memorial Hermann Healthcare System had agreed to provide
indemnification. Claims separately asserted against us by six of
Stealth L.P.s limited partners were not affected by the
settlement. In January 2010, Memorial Hermann settled all claims
asserted by Stealth including the single contract claim against
us at no additional cost to us. The settlement with Stealth did
not affect certain contract and tort claims asserted by six of
Stealths limited partners. As part of the settlement in
November, however, Stealth indemnified us for any judgment
amount and certain defense-related costs that we incurred.
During the first quarter of 2010, these claims were tried in
Harris County District Court in Houston, Texas, and the jury
found against the plaintiffs on all claims. In the second
quarter 2010, we settled the indemnification claim with Stealth
resulting in $875,000 of proceeds to cover these defense costs,
which we recorded as a reduction of legal expenses in June 2010.
We are a party to various legal proceedings incidental to our
business. In the opinion of management, after consultation with
legal counsel, the ultimate liability, if any, with respect to
those proceedings is not presently expected to materially affect
our financial position, results of operations or cash flows.
In April 2010, we completed a public offering of 26 million
shares of common stock at $9.75 per share. Including the
underwriters purchase of 3.9 million additional
shares to cover over allotments, net proceeds from the offering,
after underwriting discount and commissions, were
$279.1 million. We used the net proceeds from the offering
to fund our refinancing activities as discussed in Note 4
with any remaining proceeds to be used for general corporate
purposes including funding acquisitions during 2010.
During the first quarter of 2010, we sold 0.9 million
shares of our common stock under our
at-the-market
equity offering program, at an average price of $10.77 per
share, for total proceeds, net of a 2% sales commission, of
$9.5 million.
In November 2009, we put an
at-the-market
program in place, and we have the ability to sell up to
$50 million of stock under that plan. During the fourth
quarter of 2009, we sold 30,000 shares at an average price
per share of $10.25 resulting in a proceeds, net of a 2% sales
agent commission, of $0.3 million.
62
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
On January 9, 2009, we filed Articles of Amendment to our
charter with the Maryland State Department of Assessments and
Taxation increasing the number of authorized shares of common
stock, par value $0.001 per share available for issuance from
100,000,000 to 150,000,000.
In January 2009, we completed a public offering of
12.0 million shares of our common stock at $5.40 per share.
Including the underwriters purchase of 1.3 million
additional shares to cover over allotments, net proceeds from
this offering, after underwriting discount and commissions, were
$67.8 million. The net proceeds of this offering were
generally used to repay borrowings outstanding under our
revolving credit facilities.
In March 2008, we sold 12,650,000 shares of common stock at
a price of $10.75 per share. After deducting underwriters
commissions and offering expenses, we realized proceeds of
$128.3 million.
|
|
10.
|
Fair
Value of Financial Instruments
|
We have various assets and liabilities that are considered
financial instruments. We estimate that the carrying value of
cash and cash equivalents, and accounts payable and accrued
expenses approximates their fair values. Included in accounts
payable and accrued expenses are our interest rate swaps, which
are recorded at fair value based on Level 2 observable
market assumptions using standardized derivative pricing models.
We estimate the fair value of our loans, interest, and other
receivables by discounting the estimated future cash flows using
the current rates at which similar receivables would be made to
others with similar credit ratings and for the same remaining
maturities. We determine the fair value of our exchangeable
notes based on quotes from securities dealers and market makers.
We estimate the fair value of our senior notes, revolving credit
facilities, and term loans based on the present value of future
payments, discounted at a rate which we consider appropriate for
such debt.
The following table summarizes fair value information for our
financial instruments: (amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2010
|
|
2009
|
|
|
Book
|
|
Fair
|
|
Book
|
|
Fair
|
Asset (Liability)
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|
Interest and rent receivables
|
|
$
|
26,176
|
|
|
$
|
20,265
|
|
|
$
|
19,845
|
|
|
$
|
16,712
|
|
Loans
|
|
|
215,985
|
|
|
|
209,126
|
|
|
|
311,006
|
|
|
|
299,123
|
|
Debt, net
|
|
|
(369,970
|
)
|
|
|
(359,910
|
)
|
|
|
(576,678
|
)
|
|
|
(547,242
|
)
|
|
|
11.
|
Discontinued
Operations
|
In the fourth quarter 2010, we sold the real estate of our
Montclair Hospital, an acute care medical center to Prime for
proceeds of $20.0 million. We realized a gain on the sale
of $2.2 million. In October of 2010, we sold the real
estate of our Sharpstown hospital in Houston, Texas to a third
party for proceeds of $3.0 million resulting in a gain of
$0.7 million. In the second quarter of 2010, we sold the
real estate of our Inglewood Hospital, a 369-bed acute care
medical center located in Inglewood, California, to Prime for
$75 million resulting in a gain of approximately
$6 million. Due to these sales, we have reclassified these
assets to Real Estate Held for Sale in our accompanying
Consolidated Balance Sheet at December 31, 2009 and
reclassified the related operating results to discontinued
operations for the current and prior periods.
In the fourth quarter of 2009, we sold the real estate of a
general acute hospital to Prime for proceeds of approximately
$15 million. The sale was completed on December 28,
2009, resulting in a gain on the sale of $0.3 million. Due
to this sale, we have reclassified the assets of this property
to Real Estate Held for Sale in the accompanying Consolidated
Balance Sheet, which approximated $15.0 million at
December 31, 2008.
In the second quarter of 2008, we sold the real estate assets of
three inpatient rehabilitation facilities to Vibra for proceeds
of approximately $105 million, including $7.0 million
in early lease termination fees and $8.0 million of a loan
pre-payment. The sale was completed on May 7, 2008,
resulting in a gain on the sale of $9.3 million. We also
wrote off $9.5 million in related straight-line rent
receivables upon completion of the sales.
63
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
In 2006, we terminated leases for a hospital and medical office
building (MOB) complex and repossessed the real
estate. In January 2007, we sold the hospital and MOB complex
and recorded a gain on the sale of real estate of
$4.1 million. During the period between termination of the
lease and sale of the real estate, we substantially funded
through loans the working capital requirements of the
hospitals operator pending the operators collection
of patient receivables from Medicare and other sources. At
December 31, 2007, we had $4.2 million in working
capital loans included in assets of discontinued operations on
the consolidated balance sheet. In July 2008, we received from
Medicare the substantial remainder of amounts that we expect to
collect and based thereon wrote off in the second quarter of
2008 $2.1 million (net of $1.2 million in tax
benefits) of remaining uncollectible receivables from the
operator. We were defendants in litigation related to this
discontinued operation and it resulted in a significant amount
of legal expenses in 2009 and 2008 including a settlement of
$2.7 million reached in the 2009 fourth quarter.
We have classified current and prior year activity related to
these transactions, along with the related operating results of
the facilities prior to these transactions taking place, as
discontinued operations.
The following table presents the results of discontinued
operations for the years ended December 31, 2010, 2009 and
2008 (in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Revenues
|
|
$
|
3,838
|
|
|
$
|
3,269
|
|
|
$
|
12,970
|
|
Gain on sale
|
|
|
9,072
|
|
|
|
278
|
|
|
|
9,305
|
|
Income from discontinued operations
|
|
|
9,784
|
|
|
|
2,697
|
|
|
|
14,143
|
|
Income from discontinued operations attributable to MPT common
stockholders diluted per share
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
|
12.
|
Quarterly
Financial Data (unaudited)
|
The following is a summary of the unaudited quarterly financial
information for the years ended December 31, 2010 and 2009:
(amounts in thousands, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Month Periods in 2010 Ended
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Revenues
|
|
$
|
30,858
|
|
|
$
|
30,593
|
|
|
$
|
28,644
|
|
|
$
|
31,752
|
|
Income (loss) from continuing operations
|
|
|
(3,439
|
)
|
|
|
(305
|
)
|
|
|
8,663
|
|
|
|
8,309
|
|
Income from discontinued operations
|
|
|
625
|
|
|
|
6,537
|
|
|
|
301
|
|
|
|
2,321
|
|
Net income (loss)
|
|
|
(2,814
|
)
|
|
|
6,232
|
|
|
|
8,964
|
|
|
|
10,630
|
|
Net income (loss) attributable to MPT common stockholders
|
|
|
(2,822
|
)
|
|
|
6,223
|
|
|
|
8,919
|
|
|
|
10,593
|
|
Net income (loss) attributable to MPT common stockholders per
share basic
|
|
$
|
(0.04
|
)
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
Weighted average shares outstanding basic
|
|
|
79,176
|
|
|
|
103,498
|
|
|
|
110,046
|
|
|
|
110,103
|
|
Net income (loss) attributable to MPT common stockholders per
share diluted
|
|
$
|
(0.04
|
)
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
$
|
0.09
|
|
Weighted average shares outstanding diluted
|
|
|
79,176
|
|
|
|
103,498
|
|
|
|
110,046
|
|
|
|
110,108
|
|
64
MEDICAL
PROPERTIES TRUST, INC. AND SUBSIDIARIES
Notes To
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Month Periods in 2009 Ended
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Revenues
|
|
$
|
29,460
|
|
|
$
|
28,640
|
|
|
$
|
30,639
|
|
|
$
|
30,069
|
|
Income from continuing operations
|
|
|
8,207
|
|
|
|
6,608
|
|
|
|
9,525
|
|
|
|
9,330
|
|
Income (loss) from discontinued operations
|
|
|
2,511
|
|
|
|
1,251
|
|
|
|
859
|
|
|
|
(1,924
|
)
|
Net income
|
|
|
10,718
|
|
|
|
7,859
|
|
|
|
10,384
|
|
|
|
7,406
|
|
Net income attributable to MPT common stockholders
|
|
|
10,710
|
|
|
|
7,846
|
|
|
|
10,374
|
|
|
|
7,399
|
|
Net income attributable to MPT common stockholders per
share basic
|
|
$
|
0.14
|
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Weighted average shares outstanding basic
|
|
|
76,432
|
|
|
|
78,616
|
|
|
|
78,655
|
|
|
|
78,755
|
|
Net income attributable to MPT common stockholders per share
diluted
|
|
$
|
0.14
|
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Weighted average shares outstanding diluted
|
|
|
76,432
|
|
|
|
78,616
|
|
|
|
78,655
|
|
|
|
78,755
|
|
As of February 24, 2011, we invested $195 million in
health care real estate using cash on-hand and proceeds from our
existing revolving credit facilities. We have not yet completed
the purchase price allocations for these acquired properties;
therefore, we cannot provide the normal disclosures required for
such acquisitions at this time.
65
|
|
ITEM 9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
None.
|
|
ITEM 9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure 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 SECs
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 our 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 period 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 us in the reports that we file with
the SEC.
Changes
in Internal Controls over Financial Reporting
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.
Managements
Report on Internal Control over Financial Reporting
The management of Medical Properties Trust, Inc. has prepared
the consolidated financial statements and other information in
our Annual Report in accordance with accounting principles
generally accepted in the United States of America and is
responsible for its accuracy. The financial statements
necessarily include amounts that are based on managements
best estimates and judgments. In meeting its responsibility,
management relies on internal accounting and related control
systems. The internal control systems are designed to ensure
that transactions are properly authorized and recorded in our
financial records and to safeguard our assets from material loss
or misuse. Such assurance cannot be absolute because of inherent
limitations in any internal control system.
Management of Medical Properties Trust, Inc. is responsible for
establishing and maintaining adequate internal control over
financial reporting as defined in
Rule 13a-15(f)
of the Securities Exchange Act of 1934. Our internal control
over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles.
Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In connection with the preparation of our annual financial
statements, management has undertaken an assessment of the
effectiveness of our internal control over financial reporting
as of December 31, 2010. The assessment was based upon the
framework described in the Integrated Control-Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
Managements assessment included an evaluation of the
design of internal control over financial reporting and testing
of the operational
66
effectiveness of internal control over financial reporting. We
have reviewed the results of the assessment with the Audit
Committee of our Board of Trustees.
Based on our assessment under the criteria set forth in COSO,
management has concluded that, as of December 31, 2010,
Medical Properties Trust, Inc. maintained effective internal
control over financial reporting.
The effectiveness of our internal control over financial
reporting as of December 31, 2010 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which appears herein.
|
|
ITEM 9B.
|
Other
Information
|
None.
PART III
|
|
ITEM 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information required by this Item 10 is incorporated by
reference to our definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, which will be filed by us with the
Commission not later than April 14, 2011.
|
|
ITEM 11.
|
Executive
Compensation
|
The information required by this Item 11 is incorporated by
reference to our definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, which will be filed by us with the
Commission not later than April 14, 2011.
|
|
ITEM 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The information required by this Item 12 is incorporated by
reference to our definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, which will be filed by us with the
Commission not later than April 14, 2011.
|
|
ITEM 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information required by this Item 13 is incorporated by
reference to our definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, which will be filed by us with the
Commission not later than April 14, 2011.
|
|
ITEM 14.
|
Principal
Accountant Fees and Services
|
The information required by this Item 14 is incorporated by
reference to our definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, which will be filed by us with the
Commission not later than April 14, 2011.
67
PART IV
|
|
ITEM 15.
|
Exhibits
and Financial Statement Schedules
|
|
|
(a)
|
Financial
Statements and Financial Statement Schedules
|
|
|
|
|
|
Index of Financial Statements of Medical Properties Trust,
Inc. which are included in Part II, Item 8 of this
Annual Report on
Form 10-K:
|
|
|
|
|
|
|
|
39
|
|
|
|
|
41
|
|
|
|
|
42
|
|
|
|
|
43
|
|
|
|
|
44
|
|
|
|
|
45
|
|
Index of Consolidated Financial Statement Schedules
|
|
|
|
|
|
|
|
II-1
|
|
|
|
|
III-1
|
|
|
|
|
IV-1
|
|
68
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Title
|
|
|
3
|
.1(1)
|
|
Registrants Second Articles of Amendment and Restatement
|
|
3
|
.2(2)
|
|
Registrants Second Amended and Restated Bylaws
|
|
3
|
.3(3)
|
|
Articles of Amendment of Registrants Second Articles of
Amendment and Restatement
|
|
4
|
.1(1)
|
|
Form of Common Stock Certificate
|
|
4
|
.2(4)
|
|
Indenture, dated July 14, 2006, among Registrant, MPT
Operating Partnership, L.P. and the Wilmington
Trust Company, as trustee
|
|
4
|
.3(5)
|
|
Indenture, dated November 6, 2006, among Registrant, MPT
Operating Partnership, L.P. and the Wilmington
Trust Company, as trustee
|
|
4
|
.4(5)
|
|
Registration Rights Agreement among Registrant, MPT Operating
Partnership, L.P. and UBS Securities LLC and J.P. Morgan
Securities Inc., as representatives of the initial purchasers,
dated as of November 6, 2006
|
|
4
|
.5(13)
|
|
Indenture, dated as of March 26, 2008, among MPT Operating
Partnership, L.P., as Issuer, Medical Properties Trust, Inc., as
Guarantor, and Wilmington Trust Company, as Trustee.
|
|
4
|
.6(13)
|
|
Registration Rights Agreement among MPT Operating Partnership,
L.P., Medical Properties Trust, Inc. and UBS Securities LLC, as
representative of the initial purchases of the notes, dated as
of March 26, 2008
|
|
10
|
.1(11)
|
|
Second Amended and Restated Agreement of Limited Partnership of
MPT Operating Partnership, L.P.
|
|
10
|
.2(6)
|
|
Amended and Restated 2004 Equity Incentive Plan
|
|
10
|
.3(7)
|
|
Form of Stock Option Award
|
|
10
|
.4(7)
|
|
Form of Restricted Stock Award
|
|
10
|
.5(7)
|
|
Form of Deferred Stock Unit Award
|
|
10
|
.6(1)
|
|
Employment Agreement between Registrant and Edward K. Aldag,
Jr., dated September 10, 2003
|
|
10
|
.7(1)
|
|
First Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated March 8, 2004
|
|
10
|
.8(1)
|
|
Employment Agreement between Registrant and R. Steven Hamner,
dated September 10, 2003
|
|
10
|
.9
|
|
Not used
|
|
10
|
.10(1)
|
|
Employment Agreement between Registrant and Emmett E. McLean,
dated September 10, 2003
|
|
10
|
.11(1)
|
|
Employment Agreement between Registrant and Michael G. Stewart,
dated April 28, 2005
|
|
10
|
.12(1)
|
|
Form of Indemnification Agreement between Registrant and
executive officers and directors
|
|
10
|
.13(11)
|
|
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (LTIP Units)
|
|
10
|
.14(11)
|
|
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (Restricted Shares)
|
|
10
|
.15(12)
|
|
Term Loan Credit Agreement among Medical Properties Trust, Inc.,
MPT Operating Partnership, L.P., as Borrower, the Several
Lenders from Time to Time Parties Thereto, KeyBank National
Association, as Syndication Agent, and JP Morgan Chase Bank,
N.A. as Administrative Agent, with J.P. Morgan Securities
Inc. and KeyBank National Association, as Joint Lead Arrangers
and Bookrunners
|
|
10
|
.16(10)
|
|
First Amendment to Term Loan Agreement
|
|
10
|
.17(16)
|
|
Second Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated September 29, 2006
|
|
10
|
.18(16)
|
|
First Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated September 29, 2006
|
|
10
|
.19(16)
|
|
First Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated September 29, 2006
|
|
10
|
.20(16)
|
|
First Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated September 29, 2006
|
|
10
|
.21(8)
|
|
Second Amended and Restated 2004 Equity Incentive Plan
|
69
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Exhibit Title
|
|
|
10
|
.22(17)
|
|
Second Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated February 27, 2009
|
|
10
|
.23(17)
|
|
Second Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2008
|
|
10
|
.24(17)
|
|
Third Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2009
|
|
10
|
.25(17)
|
|
Second Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2008
|
|
10
|
.26(17)
|
|
Third Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2009
|
|
10
|
.27(17)
|
|
Second Amendment to Employment Agreement between Registrant and
Richard S. Hamner, dated January 1, 2008
|
|
10
|
.28(17)
|
|
Third Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated January 1, 2009
|
|
10
|
.29(17)
|
|
Third Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2008
|
|
10
|
.30(17)
|
|
Fourth Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2009
|
|
10
|
.31(17)
|
|
Third Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2008
|
|
10
|
.32(17)
|
|
Fourth Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2009
|
|
10
|
.33(18)
|
|
Separation Agreement and General Release, dated June 11,
2010, between Medical Properties Trust, Inc. and Michael G.
Stewart
|
|
10
|
.34(9)
|
|
Revolving Credit and Term Loan Agreement, dated as of
May 17, 2010, among Medical Properties Trust, Inc., MPT
Operating Partnership, L.P., KeyBank National Association and
Royal Bank of Canada, as syndication agents, and JPMorgan Chase
Bank, N.A., as administrative agent
|
|
12
|
.1(19)
|
|
Statement re Computation of Ratios
|
|
21
|
.1(19)
|
|
Subsidiaries of Registrant
|
|
23
|
.1(19)
|
|
Consent of PricewaterhouseCoopers LLP
|
|
23
|
.2(19)
|
|
Consent of Moss Adams LLP
|
|
31
|
.1(19)
|
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934
|
|
31
|
.2(19)
|
|
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
under the Securities Exchange Act of 1934
|
|
32
|
(19)
|
|
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(20)
|
|
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of December 31, 2009 and 2008
|
|
99
|
.2(20)
|
|
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of September 30, 2010
|
|
|
|
(1) |
|
Incorporated by reference to Registrants Registration
Statement on
Form S-11
filed with the Commission on October 26, 2004, as amended
(File
No. 333-119957). |
|
(2) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on November 24, 2009. |
|
(3) |
|
Incorporated by reference to Registrants quarterly report
on
Form 10-Q
for the quarter ended September 30, 2005, filed with the
Commission on November 10, 2005. |
70
|
|
|
(4) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on July 20, 2006. |
|
(5) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on November 13, 2006. |
|
(6) |
|
Incorporated by reference to Registrants definitive proxy
statement on Schedule 14A, filed with the Commission on
September 13, 2005. |
|
(7) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on October 18, 2005. |
|
(8) |
|
Incorporated by reference to Registrants definitive proxy
statement on Schedule 14A, filed with the Commission on
April 14, 2007. |
|
(9) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on May 20, 2010. |
|
(10) |
|
Incorporated by reference to Registrants quarterly report
on
Form 10-Q
for the quarter ended September 30, 2007, filed with the
Commission on November 9, 2007. |
|
(11) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on August 6, 2007. |
|
(12) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on August 15, 2007. |
|
(13) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on March 26, 2008. |
|
(14) |
|
Incorporated by reference to Registrants quarterly report
on
Form 10-Q
for the quarter ended March 31, 2008, filed with the
Commission on May 9, 2008. |
|
(15) |
|
Incorporated by reference to Registrants quarterly report
on
Form 10-Q
for the quarter ended June 30, 2008, filed with the
Commission on August 8, 2008. |
|
(16) |
|
Incorporated by reference to Registrants annual report on
Form 10-K/A
for the period ended December 31, 2007, filed with the
Commission on July 11, 2008. |
|
(17) |
|
Incorporated by reference to Registrants annual report on
Form 10-K
for the period ended December 31, 2008, filed with the
Commission on March 13, 2009. |
|
(18) |
|
Incorporated by reference to Registrants current report on
Form 8-K,
filed with the Commission on June 11, 2010. |
|
(19) |
|
Included in this
Form 10-K. |
|
(20) |
|
Since affiliates of Prime Healthcare Services, Inc. lease more
than 20% of our total assets under triple net leases, the
financial status of Prime may be considered relevant to
investors. Primes most recently available audited
consolidated financial statements (as of and for the years ended
December 31, 2009 and 2008) and Primes most
recently available financial statements (unaudited, as of and
for the period ended September 30, 2010) are
incorporated by reference to Registrants annual report on
Form 10-K/A
for the period ended December 31, 2009 filed with the
Commission on April 9, 2010 and to Registrants
quarterly report on
Form 10-Q
for the quarter ended September 30, 2010, filed with the
Commission on November 5, 2010, respectively. We have not
participated in the preparation of Primes financial
statements nor do we have the right to dictate the form of any
financial statements provided to us by Prime. |
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
R. Steven Hamner
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 25, 2011
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Edward
K. Aldag, Jr.
Edward
K. Aldag, Jr.
|
|
Chairman of the Board, President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
February 25, 2011
|
|
|
|
|
|
/s/ Virginia
A. Clarke
Virginia
A. Clarke
|
|
Director
|
|
February 25, 2011
|
|
|
|
|
|
/s/ Sherry
A. Kellett
Sherry
A. Kellett
|
|
Director
|
|
February 25, 2011
|
|
|
|
|
|
/s/ R.
Steven Hamner
R.
Steven Hamner
|
|
Executive Vice President, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
February 25, 2011
|
|
|
|
|
|
/s/ G.
Steven Dawson
G.
Steven Dawson
|
|
Director
|
|
February 25, 2011
|
|
|
|
|
|
/s/ Robert
E. Holmes, Ph.D.
Robert
E. Holmes, Ph.D.
|
|
Director
|
|
February 25, 2011
|
|
|
|
|
|
/s/ William
G. McKenzie
William
G. McKenzie
|
|
Vice Chairman of the Board
|
|
February 25, 2011
|
|
|
|
|
|
/s/ L.
Glenn Orr, Jr.
L.
Glenn Orr, Jr.
|
|
Director
|
|
February 25, 2011
|
72