| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| MARYLAND | 20-0191742 | |
| (State or other jurisdiction | (I. R. S. Employer | |
| of incorporation or organization) | Identification No.) | |
| 1000 URBAN CENTER DRIVE, SUITE 501 | ||
| BIRMINGHAM, AL | 35242 | |
| (Address of principal executive offices) | (Zip Code) |
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INDEX TO EXHIBITS
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24 | |||||||
| EX-3.1 ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION | ||||||||
| EX-31.1 SECTION 302 CERTIFICATION OF THE CEO | ||||||||
| EX-31.2 SECTION 302 CERTIFICATION OF THE CFO | ||||||||
| EX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO | ||||||||
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
September 30, 2005
December 31, 2004
(Unaudited)
$
13,491,429
$
10,670,000
166,572,054
111,387,232
78,484,104
24,318,098
7,558,712
5,314,963
266,106,299
151,690,293
(3,969,062
)
(1,311,757
)
(496,198
)
(166,713
)
261,641,039
150,211,823
100,826,702
97,543,677
1,273,472
419,776
9,979,241
3,206,853
52,895,611
50,224,069
4,976,522
4,899,865
$
431,592,587
$
306,506,063
$
40,366,667
$
56,000,000
11,537,838
10,903,025
8,465,676
3,578,229
11,763,064
3,296,365
72,133,245
73,777,619
2,137,500
1,000,000
—
—
39,293
26,083
359,866,949
233,626,690
(2,584,400
)
(1,924,329
)
357,321,842
231,728,444
$
431,592,587
$
306,506,063
Table of Contents
For the Three Months Ended
For the Nine Months Ended
September 30,
September 30,
2005
2004
2005
2004
$
5,964,211
$
2,874,033
$
14,579,588
$
2,874,033
1,007,062
1,142,186
3,784,801
1,142,186
1,233,668
1,022,853
3,562,857
1,022,853
8,204,941
5,039,072
21,927,246
5,039,072
1,170,387
928,356
2,986,790
928,356
1,990,971
1,631,600
5,109,854
3,329,559
555,409
—
602,403
—
—
14,199
—
350,923
3,716,767
2,574,155
8,699,047
4,608,838
4,488,174
2,464,917
13,228,199
430,234
767,917
188,568
1,509,903
667,857
—
(24,547
)
(1,542,266
)
(32,769
)
767,917
164,021
(32,363
)
635,088
$
5,256,091
$
2,628,938
$
13,195,836
$
1,065,322
$
0.14
$
0.10
$
0.44
$
0.06
37,606,480
26,082,862
29,975,971
17,033,911
$
0.14
$
0.10
$
0.44
$
0.06
37,654,576
26,085,312
29,999,381
17,035,494
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For the Nine Months Ended September 30,
2005
2004
$
13,195,836
$
1,065,322
3,104,131
934,548
687,730
—
(3,784,801
)
(1,142,186
)
684,085
—
(139,015
)
24,500
(703,903
)
(383,413
)
(1,279,962
)
(164,648
)
3,503,928
1,812,503
703,750
—
122,226
—
16,094,005
2,146,626
(56,513,944
)
(127,372,195
)
7,725,958
—
(4,934,772
)
(42,317,079
)
(53,834,985
)
(15,059,606
)
(134,638
)
(492,762
)
(107,692,381
)
(185,241,642
)
19,000,000
—
—
200,000
—
(300,000
)
(34,633,333
)
—
(47,103
)
(190,245
)
(75,000
)
—
(16,725,022
)
—
126,224,359
233,703,474
1,137,500
—
94,881,401
233,413,229
3,283,025
50,318,213
97,543,677
100,000
$
100,826,702
$
50,418,213
$
2,772,994
$
—
3,137,380
—
8,338,837
3,296,365
1,110,280
2,610,441
209,259
—
$
579,975
$
—
—
2,608,286
—
1,000,000
Table of Contents
For the Nine Months Ended September 30, 2005 and 2004
(Unaudited)
Table of Contents
Table of Contents
$
2,821,429
55,184,822
2,243,749
54,166,006
$
114,416,006
$
3,750,000
3,750,000
32,866,667
$
40,366,667
Table of Contents
For the Three Months Ended
For the Nine Months Ended
September 30
September 30
2005
2004
2005
2004
37,593,311
26,082,862
29,961,841
17,033,911
13,169
—
14,130
—
37,606,480
26,082,862
29,975,971
17,033,911
48,096
2,450
23,410
1,583
37,654,576
26,085,312
29,999,381
17,035,494
$
138,337,742
(9,851,291
)
(3,167,567
)
$
125,318,884
Table of Contents
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•
National and local economic, business, real estate and other market conditions;
•
The competitive environment in which the Company operates;
•
The execution of the Company’s business plan;
•
Financing risks;
•
Acquisition and development risks;
•
Potential environmental and other liabilities;
•
Other factors affecting real estate industry generally or the healthcare real estate industry in particular;
•
Our ability to attain and maintain our status as a REIT for federal and state income tax purposes;
•
Our ability to attract and retain qualified personnel; and,
•
Federal and state healthcare regulatory requirements.
Table of Contents
•
the historical and prospective operating margins (measured by a tenant’s earnings before
interest, taxes, depreciation, amortization and facility rent) of each tenant and at each
facility;
•
the ratio of our tenants’ operating earnings both to facility rent and to facility rent
plus other fixed costs, including debt costs;
•
trends in the source of our tenants’ revenue, including the relative mix of Medicare,
Medicaid/MediCal, managed care, commercial insurance, and private pay patients; and
•
the effect of evolving healthcare regulations on our tenants’ profitability.
•
trends in the cost and availability of capital, including market interest rates, that our
prospective tenants may use for their real estate assets instead of financing their real
estate assets through lease structures;
•
unforeseen changes in healthcare regulations that may limit the opportunities for
physicians to participate in the ownership of healthcare providers and healthcare real
estate;
•
reductions in reimbursements from Medicare, state healthcare programs, and commercial
insurance providers that may reduce our tenants’ profitability and our lease rates, and;
•
competition from other financing sources.
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Original
Cost
Remaining
Commitment
Incurred
Commitment
$
64.0
$
12.2
$
51.8
64.0
54.2
9.8
38.0
11.4
26.6
35.5
0.2
35.3
$
201.5
$
78.0
$
123.5
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2005
2004
Change
$
5,320,454
64.8
%
$
2,874,033
57.0
%
$
2,446,421
1,007,062
12.3
%
1,142,186
22.7
%
(135,124
)
643,757
7.8
%
—
—
643,757
1,218,785
14.9
%
1,022,853
20.3
%
195,932
14,883
0.2
%
—
—
14,883
$
8,204,941
100.0
%
$
5,039,072
100.0
%
$
3,165,869
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2005
2004
Change
$
12,936,876
59.0
%
$
2,874,033
57.0
%
$
10,062,843
3,784,801
17.3
%
1,142,186
22.7
%
2,642,615
1,642,712
7.5
%
—
—
1,642,712
3,463,894
15.8
%
1,022,853
20.3
%
2,441,041
98,963
0.4
%
—
—
98,963
$
21,927,246
100.0
%
$
5,039,072
100.0
%
$
16,888,174
Table of Contents
For the Three Months
For the Nine Months
Ended September 30,
Ended September 30,
2005
2004
2005
2004
$
5,256,091
$
2,628,938
$
13,195,836
$
1,065,322
1,170,387
928,356
2,986,790
928,356
$
6,426,478
$
3,557,294
$
16,182,626
$
1,993,678
For the Three Months
For the Nine Months
Ended September 30
Ended September 30
2005
2004
2005
2004
$
.14
$
.10
$
.44
$
.06
.03
.04
.10
.06
$
.17
$
.14
$
.54
$
.12
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Declaration Date
Record Date
Date of Distribution
Distribution per Share
September 15, 2005
September 29, 2005
$
.17
June 20, 2005
July 14, 2005
$
.16
March 16, 2005
April 15, 2005
$
.11
December 16, 2004
January 11, 2005
$
.11
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21
22
(a)
Not applicable.
(b)
1.
The effective date of the Securities Act registration statement for which the use of proceeds
information is being disclosed was July 7, 2005, and the SEC file number assigned to the
registration statement is 333-119957.
2.
The offering commenced as of July 8, 2005.
3.
The offering did not terminate before any securities were sold.
(i)
As of the date of the filing of this report, the offering has terminated and 13,175,023
of the securities registered were sold.
(ii)
The names of the managing underwriters are Friedman, Billings, Ramsey & Co.,
Inc. and J. P. Morgan Securities, Inc.
(iii)
Our common stock, par value $0.001 per share, was the class of securities registered.
(iv)
We registered 13,175,023 shares of our common stock (which included 1,810,023
shares solely to cover over-allotments), having an aggregate offering price of approximately $138.3 million. In addition, 701,823
shares, having an aggregate offering price of approximately $7.4 million owned by
selling stockholders were registered. As of the date of the filing of this report all
of the shares registered have been sold.
(v)
From July 8, 2005 to the filing of this report, a reasonable estimate of the
amount of expenses incurred by us in connection with the issuance and distribution of
the securities totaled approximately $13.0 million, which consisted of direct payments
of $9.8 million in underwriters discount and fees and $3.2 million in other issuance
and distribution expenses. No payments for such expenses were made to (i) any of our
directors, officers, general partners or their associates, (ii) any person(s) owning
10% or more of any class of our equity securities or (iii) any of our affiliates.
(vi)
Our net offering proceeds after deducting our total expenses were approximately $125.3
million.
(vii)
We contributed the net proceeds of the offering to our Operating Partnership.
Our Operating Partnership used the net proceeds from the offering as follows:
•
approximately $9.7 million to fund construction and development
costs on the North Cypress project;
•
approximately $6.5 million to fund construction and development
costs on the Monroe project;
•
approximately $8.5 million to fund construction and development
costs on the Bucks County project;
•
approximately $10.6 million to fund loans and construction and
development costs on the West Houston community hospital and medical office
building project; and,
•
approximately $30.2 million to temporarily pay down principal
on debt.
(viii)
The uses of proceeds described do not represent a material change in the use of
proceeds described in our registration statement. We have used proceeds to temporarily
pay down debt and thereby reduce our interest expense. However, we expect to draw back
down on that debt within the next twelve months and apply the proceeds towards those
uses described in our registration statement.
(c)
Not applicable.
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Exhibit
Number
Description
3.1
31.1
31.2
32.1
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23
MEDICAL PROPERTIES TRUST, INC.
By:
/s/ R. Steven Hamner
R. Steven Hamner
Executive Vice President
and Chief Financial Officer
(On behalf of the Registrant and as the Registrant’s
Principal Financial and Accounting Officer)
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24
Exhibit
Number
Description
3.1
31.1
31.2
32
EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
MEDICAL PROPERTIES TRUST, INC.
SECOND ARTICLES OF AMENDMENT AND RESTATEMENT
MEDICAL PROPERTIES TRUST, INC., a Maryland corporation, hereby certifies to the Maryland State Department of Assessments and Taxation (the "Department") that:
FIRST: The Corporation desires to amend the Second Articles of Amendment and Restatement filed with the Department on March 30, 2004 (the "Articles of Incorporation") as currently in effect and as hereinafter amended.
SECOND: Section 6.2.1(a)(iii) of the Articles of Incorporation is hereby amended by deleting the parenthetical phrase "(whether or not such Transfer is a result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system)" following the phrase "any Transfer of shares of Capital Stock" in the second sentence thereof.
THIRD: Section 6.4.1(b) of the Articles of Incorporation is hereby amended by adding the phrase "Subject to Section 6.5 of this Article VI," at the beginning of the first sentence thereof.
FOURTH: Section 6.4.2(a) of the Articles of Incorporation is hereby amended by adding the phrase "Subject to Section 6.5 of this Article VI," at the beginning of the first sentence thereof and by deleting the parenthetical phrase "(whether or not such Transfer is a result of a transaction entered through the facilities of NYSE or any other national securities exchange or automated inter-dealer quotation system)" following the words, "any Transfers of shares of Capital Stock" in the first sentence thereof.
FIFTH: The amendments to the Articles of Incorporation set forth in these Articles of Amendment were unanimously advised by the entire Board of Directors of the Corporation and approved by all of the stockholders of the Corporation.
SIXTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
[Signatures on the following page]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Secretary, on this 19th day of October, 2005.
ATTEST: MEDICAL PROPERTIES TRUST, INC.
/s/ Michael G. Stewart By: /s/ Edward K. Aldag, Jr.
-------------------------------- ----------------------------------
Michael G. Stewart Name: Edward K. Aldag, Jr.
Secretary Title: Chairman, President and Chief
Executive Officer
|
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Edward K. Aldag, Jr., certify that:
1) I have reviewed this quarterly report on Form 10-Q of Medical Properties Trust, Inc.
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2005 /s/ Edward K. Aldag, Jr.
---------------------------------
Edward K. Aldag, Jr.
Chairman, President and
Chief Executive Officer
|
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, R. Steven Hamner, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Medical Properties Trust, Inc.
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c. disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2005 /s/ R. Steven Hamner
-----------------------------------
R. Steven Hamner
Executive Vice President and
Chief Financial Officer
|
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this quarterly report on Form 10-Q of Medical Properties Trust, Inc. (the "Company") for the quarter ended September 30, 2005 (the "Report"), each of the undersigned, Edward K. Aldag, Jr. and R. Steven Hamner, certifies, pursuant to Section 18 U.S.C. Section 1350, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 9, 2005 /s/ Edward K. Aldag, Jr.
--------------------------------------
Edward K. Aldag, Jr.
hairman, President and
hief Executive Officer
/s/ R. Steven Hamner
--------------------------------------
R. Steven Hamner
Executive Vice President and
Chief Financial Officer
|