(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, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $0.001 per share | New York Stock Exchange |
Large accelerated
filer
o
|
Accelerated
filer
þ
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
| 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 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 Our Business. | |
| general volatility of the capital markets and the market price of our common stock; | |
| changes in our business strategy; | |
| changes in healthcare laws and regulations; | |
| availability and terms of capital; | |
| availability of qualified personnel; | |
| changes in our industry, interest rates or the general economy; | |
| the degree and nature of our competition; | |
| national and local economic, business, real estate and other market condition; | |
| the competitive environment in which we operate; | |
| the execution of our business plan; | |
| financing risks; |
(i)
| 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 attain and maintain our status as a REIT for federal and state income tax purposes; and | |
| the impact of the current credit crisis and global economic slowdown, which is having and may continue to 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. |
(ii)
69
70
71
ITEM 1.
Business
2008
2007
2006
$
82,439
70.1
%
$
60,158
73.6
%
$
20,175
55.4
%
25,200
21.4
%
17,939
21.9
%
13,524
37.2
%
7,418
6.3
%
3,689
4.5
%
2,704
7.4
%
1,612
1.4
%
0
%
0
%
894
0.8
%
0
%
0
%
$
117,563
100.0
%
$
81,786
100.0
%
36,403
100
%
invested approximately $431 million in new healthcare real
estate assets;
increased total portfolio assets 41% to approximately
$1.3 billion at December 31, 2008;
sold three facilities operated by Vibra Healthcare for proceeds
of $105 million;
increased total revenues by 44% for 2008; and
completed offerings of 12,650,000 shares of common stock
and $82.0 million in exchangeable notes
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compelling demographics driving the demand for healthcare
services;
specialized nature of healthcare real estate investing; and
ongoing consolidation of the fragmented healthcare real estate
sector.
admission levels and surgery/procedural volumes by type;
the 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; and
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the effect of evolving healthcare regulations on our
tenants and borrowers profitability; and
the competition and demographics of the local and surrounding
areas in which the tenants and borrowers operate.
we may have less knowledge than our competitors of certain
markets in which we seek to invest in or develop facilities;
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many of our competitors have greater financial and operational
resources than we have;
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.
ITEM 1A.
Risk
Factors
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;
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the financial condition of our tenants and operators, which may
result in tenant defaults under leases due to bankruptcy, lack
of liquidity, operational failures or for other reasons;
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.
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, capital
expenditures, 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;
place us at a competitive disadvantage compared to our
competitors that have less debt; and
limit our ability to borrow additional funds or dispose of
assets.
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private investors;
healthcare providers, including physicians;
other REITs;
real estate partnerships;
financial institutions; and
local developers.
8
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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;
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 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.
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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.
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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.
ITEM 1B.
Unresolved
Staff Comments
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ITEM 2.
Properties
Total 2008
Percentage of
Total
Revenue
Total Revenue
Investment
$
492
0.42
%
$
7,057
803
0.68
%
19,523
51,030
43.40
%
560,947
1,498
1.27
%
9,503
828
0.70
%
7,837
1,556
1.32
%
25,809
3,689
3.14
%
41,803
6,863
5.84
%
60,695
1,337
1.14
%
19,719
3,610
3.07
%
36,971
6,686
5.69
%
47,355
971
0.83
%
13,608
2,628
2.24
%
41,442
3,450
2.93
%
27,677
3,011
2.56
%
44,521
(A)
363
0.31
%
3,737
2,953
2.51
%
37,955
19,653
16.72
%
184,776
(B)
4,565
3.88
%
66,354
536
0.46
%
10,915
1,041
0.89
%
21,790
$
117,563
100.0
%
$
1,289,994
(A)
Represents our Bucks County hospital and medical office
building. On January 30, 2009, we terminated the lease with
the existing tenant and the hospital is no longer operating. We
are currently evaluating options to sell or lease the facilities
to a new operator.
(B)
Includes our River Oaks facilities that are currently not being
operated. Our total investment in the River Oaks facilities is
$34.7 million. We are currently repairing the facilities
due to the damage caused by Hurricane Ike, while also looking
for a new tenant(s) to lease the facilities or for a buyer(s) to
potentially purchase the facilities.
Number of
Number of
Number of
Properties
Square Feet
Licensed Beds
24
3,526,956
3,661
13
937,278
1,018
2
80,710
NA
6
473,543
436
6
251,213
NA
51
5,269,700
5,115
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ITEM 3.
Legal
Proceedings
ITEM 4.
Submission
of Matters to a Vote of Security Holders
ITEM 5.
Market
for Registrants Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
High
Low
Dividends
$
13.00
$
9.56
$
0.27
12.89
10.10
0.27
11.96
9.40
0.27
11.34
3.67
0.20
$
16.70
$
14.44
$
0.27
15.25
12.16
0.27
13.88
10.86
0.27
13.99
9.80
0.27
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Index
07/07/05
12/31/05
12/31/06
12/31/07
12/31/08
100.00
96.50
163.45
118.15
80.81
100.00
104.29
123.44
121.51
80.45
100.00
98.41
132.92
112.06
69.78
100.00
95.19
137.89
139.87
124.54
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ITEM 6.
Selected
Financial Data
2008(1)
2007(1)
2006(1)
2005(1)
2004(1)
$
117,563
$
81,786
$
36,403
$
16,512
$
4,444
25,561
10,342
4,437
1,915
345
24,198
15,683
10,080
7,915
5,636
(40,652
)
(28,236
)
(4,418
)
(1,521
)
(33
)
27,205
27,889
17,983
7,252
(640
)
7,282
13,351
12,177
12,388
5,216
$
34,487
$
41,240
$
30,160
$
19,640
$
4,576
$
0.44
$
0.58
$
0.45
$
0.23
$
(0.03
)
0.11
0.28
0.31
0.38
0.27
$
0.55
$
0.86
$
0.76
$
0.61
$
0.24
62,144,011
47,903,432
39,701,976
32,370,089
19,312,634
$
1.01
$
1.08
$
0.99
$
0.62
$
0.21
$
34,487
$
41,240
$
30,160
$
19,640
$
4,576
26,319
12,671
6,705
4,183
1,479
(9,305
)
(4,062
)
$
51,501
$
49,849
$
36,865
$
23,823
$
6,055
$
0.83
$
1.04
$
0.93
$
0.74
$
0.31
(1)
We invested $469.5 million, $342.0 million,
$303.4 million, $222.4 million, and
$194.8 million in real estate in 2008, 2007, 2006, 2005,
and 2004, 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 and new
loans. 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
24
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Form 10-K
for further information regarding our debt, common stock and
discontinued operations, respectively.
(2)
Also includes depreciation and amortization reflected in
discontinued operations related to properties sold or held for
sale.
(3)
Funds From Operations, or FFO, is a widely recognized measure of
REIT performance. We compute FFO in accordance with standards
established by the National Association of Real Estate
Investment Trusts, or NAREIT, which may not be comparable to FFO
reported by other REITs that do not compute FFO in accordance
with the NAREIT definition, or that interpret the NAREIT
definition differently than we do. The revised White Paper on
FFO approved by the Board of Governors of NAREIT in April 2002
defines FFO as net income (loss) (computed in accordance with
generally accepted accounting principles, or GAAP), excluding
gains (or losses) from debt restructuring and sales of
properties, plus real estate related depreciation and
amortization and after adjustments for unconsolidated
partnerships and joint ventures. We present FFO because we
consider it an important supplemental measure of our operating
performance and believe that it is frequently used by securities
analysts, investors and other interested parties in the
evaluation of REITS. We also use FFO as one of several criteria
to determine performance-based bonuses for members of our senior
management. FFO is intended to exclude GAAP historical cost
depreciation and amortization of real estate and related assets,
which assumes that the value of real estate assets diminishes
ratably over time. Historically, however, real estate values
have risen or fallen with market conditions. Because FFO
excludes depreciation and amortization unique to real estate,
gains and losses from property dispositions and extraordinary
items, it provides a performance measure that, when compared
year over year, reflects the impact to operations from trends in
rental rates, operating costs, interest costs, providing
perspective not immediately apparent from net income. FFO should
not be considered as an alternative to net income (determined in
accordance with GAAP), as an indication of our financial
performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of our
liquidity, nor is it indicative of funds available to fund our
cash needs, including our ability to make cash distributions.
December 31,
2008(1)
2007(1)
2006(1)
2005(1)
2004(1)
$
996,965
$
649,963
$
558,124
$
337,102
$
151,690
293,523
265,758
150,173
85,813
50,224
11,748
94,215
4,103
59,116
97,544
1,311,440
1,051,660
744,757
495,453
306,506
638,366
480,525
304,962
65,010
56,000
54,473
57,937
95,022
71,992
17,778
243
77
1,052
2,174
1,000
618,358
513,121
343,721
356,277
231,728
1,311,440
1,051,660
744,757
495,453
306,506
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ITEM 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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Less Than
After
1 Year
1-3 Years
3-5 Years
5 Years
Total
$
9,630,775
$
17,348,352
$
6,840,625
$
134,231,658
$
168,051,410
16,037,500
168,986,596
91,330,589
276,354,685
6,875,572
163,948,566
39,979,118
210,803,256
5,548,288
109,377,555
114,925,843
841,405
1,679,180
1,593,979
29,720,870
33,835,434
6,300,000
6,300,000
$
45,233,540
$
461,340,249
$
139,744,311
$
163,952,528
$
810,270,628
(1)
Assumes the balance and interest rates are those in effect at
December 31, 2008 and no principal payments are made until
the expiration of the facilities.
(2)
Assumes interest rates are those in effect at December 31,
2008.
(3)
Some of our contractual obligations to make operating lease
payments are related to ground leases for which we are
reimbursed by our tenants.
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Property sales we believe we have several assets
that, even in the current credit environment, may attract
purchasers willing and able to pay acceptable prices. However,
we believe any possible sale transactions will be conditional on
the purchasers ability to obtain acceptable financing, and
there is no assurance that such financing will be available.
Incremental borrowings we have recently successfully
demonstrated our ability to access property level debt with
attractive terms, providing liquidity for reduction of earlier
maturing loans and debt. Moreover, our $30.0 million term
loan that matures in 2010 is prepayable without penalty and is
collateralized by properties with an estimated aggregate value
of more than $340.0 million. Payment of this loan would
make such collateral available for significant incremental
borrowing. Because availability of credit is presently highly
uncertain there is no assurance that we could obtain such
incremental borrowings.
Extension of existing maturities we expect that as
market conditions improve, our existing lenders may be willing
to offer additional extension options as our facilities mature.
There is no assurance, however, that conditions will improve or
that our lenders will offer extensions; moreover, pricing and
other terms that may be associated with any such extensions may
not be attractive to us.
2008
2007
Change
(Dollar amounts in thousands)
$
82,319
70.0
%
$
42,620
52.1
%
$
39,699
3,971
3.4
%
8,513
10.4
%
(4,542
)
1,453
1.2
%
301
0.4
%
1,152
28,536
24.3
%
26,000
31.8
%
2,536
1,284
1.1
%
4,352
5.3
%
(3,068
)
$
117,563
100.0
%
$
81,786
100.0
%
$
35,777
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34
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2007
2006
Change
$
42,620
52.1
%
$
18,514
50.9
%
$
24,106
8,513
10.4
%
4,345
11.9
%
4,168
301
0.4
%
1,231
3.4
%
(930
)
26,000
31.8
%
11,893
32.7
%
14,107
4,352
5.3
%
420
1.1
%
3,932
$
81,786
100.0
%
$
36,403
100.0
%
$
45,383
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For the Years Ended December 31,
2008
2007
2006
$
34,487
$
41,240
$
30,160
26,319
12,671
6,705
(9,305
)
(4,062
)
$
51,501
$
49,849
$
36,865
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For the Years Ended
December 31,
2008
2007
2006
$
0.55
$
0.86
$
0.76
0.42
0.27
0.17
(0.14
)
(0.09
)
$
0.83
$
1.04
$
.93
Distribution per Share
December 23, 2008
January 22, 2009
$
0.20
September 18, 2008
October 16, 2008
$
0.27
June 13, 2008
July 11, 2008
$
0.27
March 13, 2008
April 11, 2008
$
0.27
December 13, 2007
January 11, 2008
$
0.27
September 14, 2007
October 19, 2007
$
0.27
June 14, 2007
July 12, 2007
$
0.27
March 29, 2007
April 12, 2007
$
0.27
December 14, 2006
January 11, 2007
$
0.27
September 14, 2006
October 12, 2006
$
0.26
June 15, 2006
July 13, 2006
$
0.25
March 15, 2006
April 12, 2006
$
0.21
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ITEM 7A.
Quantitative
and Qualitative Disclosures about Market Risk
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ITEM 8.
Financial
Statements and Supplementary Data
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For the Years Ended December 31,
2008
2007
2006
(Amounts in thousands, except for per share data)
$
83,773
$
42,921
$
19,745
3,971
8,513
4,345
29,819
30,352
12,313
117,563
81,786
36,403
25,561
10,342
4,437
24,198
15,683
10,080
49,759
26,025
14,517
67,804
55,761
21,886
53
364
515
(40,652
)
(28,236
)
(4,418
)
(40,599
)
(27,872
)
(3,903
)
27,205
27,889
17,983
7,282
13,351
12,177
$
34,487
$
41,240
$
30,160
$
0.44
$
0.58
$
0.45
0.12
0.28
0.31
$
0.56
$
0.86
$
0.76
62,038
47,717
39,538
$
0.44
$
0.58
$
0.45
0.11
0.28
0.31
$
0.55
$
0.86
$
0.76
62,144
47,903
39,702
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For the Years Ended December 31, 2008, 2007 and
2006
Preferred
Common
Additional
Distributions
Total
Par
Par
Paid-in
in Excess
Treasury
Stockholders
Shares
Value
Shares
Value
Capital
of Net Income
Stock
Equity
(Amounts in thousands, except per share data)
$
39,345
$
39
$
359,588
$
(3,351
)
$
$
356,276
312
(44
)
268
240
3,068
3,068
(6,290
)
(6,290
)
(39,761
)
(39,761
)
30,160
30,160
39,585
39
356,678
(12,996
)
343,721
11
54
(54
)
299
1
4,483
4,484
20
200
200
9,218
9
135,800
135,809
3,000
3
43,286
43,289
(262
)
(262
)
(55,360
)
(55,360
)
41,240
41,240
52,133
52
540,501
(27,170
)
(262
)
513,121
48
(48
)
273
6,386
6.386
12,650
13
128,318
128,331
(63,967
)
(63,967
)
34,487
34,487
$
65,056
$
65
$
675,253
$
(56,698
)
$
(262
)
$
618,358
43
Table of Contents
For the Years Ended December 31,
2008
2007
2006
(Amounts in thousands)
$
34,487
$
41,240
$
30,160
26,535
13,172
8,318
6,174
4,839
1,069
(9,402
)
(12,278
)
(6,876
)
6,385
4,484
3,116
(9,305
)
(4,062
)
(7,583
)
(1,157
)
(1,192
)
5,700
1,667
3,313
1,253
(5,556
)
(8,894
)
(754
)
14,037
1,198
(23
)
400
334
(4,392
)
524
(285
)
5,249
2,451
(2,408
)
4,757
(12,855
)
6,983
2,854
566
107
69,917
31,295
43,138
(430,710
)
(196,599
)
(115,539
)
89,959
68,203
7,642
71,941
74,894
(95,567
)
(128,986
)
(67,597
)
(12,166
)
(114,362
)
(4,286
)
(5,527
)
(7,005
)
(368,663
)
(200,181
)
(296,861
)
424,055
559,186
362,128
(267,900
)
(427,556
)
(118,607
)
(6,072
)
(4,123
)
(1,238
)
(65,098
)
(53,079
)
(36,106
)
2,963
5,534
(1,055
)
128,331
135,809
(6,290
)
43,289
(262
)
200
(122
)
216,279
258,998
198,710
(82,467
)
90,112
(55,013
)
94,215
4,103
59,116
$
11,748
$
94,215
$
4,103
$
31,277
$
24,584
$
5,351
$
$
3,798
$
9,083
1,640
218
75
1,184
4,971
1,455
3,769
$
69,013
$
94,661
$
48
$
54
$
264
$
$
7,500
$
44
Table of Contents
1.
Organization
2.
Summary
of Significant Accounting Policies
45
Table of Contents
46
Table of Contents
40 years
Remaining terms of the related leases
Term of related leases
3-7 years
47
Table of Contents
48
Table of Contents
49
Table of Contents
$
161
1,294
1,787
2,093
2,305
2,302
824
218
50
Table of Contents
3.
Real
Estate and Loans Receivable
2008
2007
(Amounts in thousands)
$
45,293
$
27,207
373,472
140,040
11,945
29,352
$
430,710
$
196,599
51
Table of Contents
2008
2007
2006
(Amounts in thousands except per share amounts)
$
131,190
$
127,791
$
85,982
31,715
68,110
56,883
$
0.49
$
1.12
$
1.09
52
Table of Contents
$
3,841
3,823
3,610
3,245
3,212
$
83,077
93,981
89,572
87,327
88,577
620,718
$
1,063,252
53
Table of Contents
As of December 31, 2008
As of December 31, 2007
Weighted Average
Weighted Average
Balance
Interest Rate
Balance
Interest Rate
$
185,000
9.6
%
$
185,000
9.2
%
108,523
10.3
%
80,758
10.2
%
$
293,523
$
265,758
54
Table of Contents
4.
Debt
As of December 31, 2008
As of December 31, 2007
Balance
Interest Rate
Balance
Interest Rate
$
193,000
Variable
$
154,986
Variable
125,000
7.333%-7.871%
125,000
7.333%-7.871%
216,391
6.125%-9.250%
134,704
6.125%
103,975
Various
65,835
Variable
$
638,366
$
480,525
55
Table of Contents
$
2,008
182,273
(A)
211,094
39,600
82,000
125,000
$
641,975
(A)
$151,000 of the revolving credit facilities due in 2010 may
be extended until 2011 provided that we give written notice to
the Administrative Agent at least 60 days prior to the
termination date and as long as no default has occurred. If we
elect to extend, we will be required to pay an aggregate
extension fee equal to 0.25% of the existing revolving
commitments.
56
Table of Contents
57
Table of Contents
5.
Income
Taxes
For the Years Ended December 31,
2008
2007
2006
$
1.080000
$
1.080000
$
0.990000
0.677940
0.681994
0.531249
0.145400
0.192358
0.007080
0.138168
0.085269
0.007080
0.256660
0.205648
0.181671
0.270000
(1)
Capital gains include unrecaptured Sec. 1250 gains.
58
Table of Contents
6.
Earnings
Per Share
For the Years Ended December 31,
2008
2007
2006
61,971,045
47,671,736
39,498,712
66,466
45,290
39,165
62,037,511
47,717,026
39,537,877
106,500
186,406
164,099
62,144,011
47,903,432
39,701,976
7.
Stock
Awards
59
Table of Contents
Vesting Based on
Vesting Based
Market/Performance
on Service
Conditions
Weighted Average
Weighted Average
Shares
Value at Award Date
Shares
Value at Award Date
680,515
$
11.85
1,380,375
$
6.79
405,512
$
12.07
(256,321
)
$
11.04
(1,600
)
$
12.96
828,106
$
12.20
1,380,375
$
6.79
60
Table of Contents
Vesting Based on
Vesting Based
Market/Performance
on Service
Conditions
Weighted Average
Weighted Average
Shares
Value at Award Date
Shares
Value at Award Date
504,679
$
10.18
105,375
$
11.60
532,750
$
12.41
1,275,000
$
6.39
(348,914
)
$
10.31
(8,000
)
$
11.19
680,515
$
11.85
1,380,375
$
6.79
8.
Commitments
and Contingencies
$
841
835
845
849
745
29,721
$
33,836
61
Table of Contents
9.
Common
Stock
10.
Fair
Value of Financial Instruments
62
Table of Contents
December 31,
December 31,
2008
2007
Book
Fair
Book
Fair
Value
Value
Value
Value
$
13,837
$
12,475
$
10,326
$
10,398
293,523
282,459
265,758
293,347
(638,366
)
(487,198
)
(480,525
)
(467,890
)
11.
Discontinued
Operations
For the Years Ended December 31,
2008
2007
2006
$
2,477
$
14,634
$
21,498
9,305
4,061
7,282
13,351
12,177
$
0.11
$
0.28
$
0.31
63
Table of Contents
12.
Quarterly
Financial Data (unaudited)
For the Three Month Periods in 2008 Ended
March 31
June 30
September 30
December 31
$
23,413
$
31,098
$
33,117
$
29,934
8,440
8,599
7,090
3,076
2,794
5,242
412
(1,166
)
11,234
13,841
7,502
1,910
$
0.21
$
0.21
$
0.12
$
0.03
52,933,616
64,991,168
65,059,876
65,061,424
$
0.21
$
0.21
$
0.12
$
0.03
53,045,790
65,173,660
65,177,364
65,075,266
For the Three Month Periods in 2007 Ended
March 31
June 30
September 30
December 31
$
14,733
$
21,285
$
21,429
$
24,338
3,310
10,793
8,424
5,362
6,894
719
3,223
2,515
10,204
11,512
11,647
7,877
$
0.23
$
0.23
$
0.24
$
0.16
42,823,619
49,040,141
49,071,806
49,761,733
$
0.23
$
0.23
$
0.24
$
0.16
43,070,303
49,293,328
49,371,555
50,069,759
64
Table of Contents
ITEM 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
ITEM 9A.
Controls
and Procedures
65
Table of Contents
ITEM 10.
Directors,
Executive Officers and Corporate Governance
ITEM 11.
Executive
Compensation
ITEM 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
ITEM 13.
Certain
Relationships and Related Transactions, and Director
Independence
ITEM 14.
Principal
Accountant Fees and Services
66
Table of Contents
ITEM 15.
Exhibits
and Financial Statement Schedules
(a)
Financial
Statements and Financial Statement Schedules
39
41
42
43
44
45
III-1
IV-1
67
Table of Contents
(b)
Exhibits
Exhibit
3
.1(1)
Registrants Second Articles of Amendment and Restatement
3
.2(2)
Registrants 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(16)
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(16)
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(8)
Credit Agreement dated October 27, 2005, among MPT Operating
Partnership, L.P., as borrower, and Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services, Inc., as
Administrative Agent and Lender, and Additional Lenders from
Time to Time a Party thereto
10
.14(1)
Third Amended and Restated Lease Agreement between 1300 Campbell
Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated
December 20, 2004
10
.15(1)
First Amendment to Third Amended and Restated Lease Agreement
between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating
Company, LLC, dated December 31, 2004
10
.16(1)
Second Amended and Restated Lease Agreement between 92 Brick
Road, LLC and 92 Brick Road, Operating Company, LLC, dated
December 20, 2004
10
.17(1)
First Amendment to Second Amended and Restated Lease Agreement
between 92 Brick Road, LLC and 92 Brick Road, Operating Company,
LLC, dated December 31, 2004
10
.18(1)
Ground Lease Agreement between West Jersey Health System and
West Jersey/Mediplex Rehabilitation Limited Partnership, dated
July 15, 1993
10
.19(1)
Third Amended and Restated Lease Agreement between
San Joaquin Health Care Associates Limited Partnership and
7173 North Sharon Avenue Operating Company, LLC, dated December
20, 2004
10
.20(1)
First Amendment to Third Amended and Restated Lease Agreement
between San Joaquin Health Care Associates Limited
Partnership and 7173 North Sharon Avenue Operating Company, LLC,
dated December 31, 2004
68
Table of Contents
Exhibit
10
.21(1)
Second Amended and Restated Lease Agreement between 8451 Pearl
Street, LLC and 8451 Pearl Street Operating Company, LLC, dated
December 20, 2004
10
.22(1)
First Amendment to Second Amended and Restated Lease Agreement
between 8451 Pearl Street, LLC and 8451 Pearl Street Operating
Company, LLC, dated December 31, 2004
10
.23(1)
Second Amended and Restated Lease Agreement between 4499
Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company,
LLC, dated December 20, 2004
10
.24(1)
First Amendment to Second Amended and Restated Lease Agreement
between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue
Operating Company, LLC, dated December 31, 2004
10
.25(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bucks County Hospital, L.P., Bucks County
Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated March
3, 2005
10
.26(1)
Amendment to Purchase and Sale Agreement among MPT Operating
Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
County Oncoplastic Institute, LLC, DSI Facility Development,
LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
Patrick Maxwell, M.D., dated April 29, 2005
10
.27(1)
Lease Agreement between Bucks County Oncoplastic Institute, LLC
and MPT of Bucks County, L.P., dated September 16, 2005
10
.28(1)
Development Agreement among DSI Facility Development, LLC, Bucks
County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
dated September 16, 2005
10
.29(1)
Funding Agreement among DSI Facility Development, LLC, Bucks
County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
dated September 16, 2005
10
.30(1)
Purchase and Sale Agreement between MPT of North Cypress, L.P.
and North Cypress Medical Center Operating Company, Ltd., dated
as of June 1, 2005
10
.31(1)
Contract for Purchase and Sale of Real Property between North
Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P.,
dated as of June 1, 2005
10
.32(1)
Sublease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of June
1, 2005
10
.33(1)
Net Ground Lease between North Cypress Property Holdings, Ltd.
and MPT of North Cypress, L.P., dated as of June 1, 2005
10
.34(1)
Lease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of June
1, 2005
10
.35(1)
Net Ground Lease between Northern Healthcare Land Ventures, Ltd.
and MPT of North Cypress, L.P., dated as of June 1, 2005
10
.36(1)
Construction Loan Agreement between North Cypress Medical Center
Operating Company, Ltd. and MPT Finance Company, LLC, dated June
1, 2005
10
.37(1)
Purchase, Sale and Loan Agreement among MPT Operating
Partnership, L.P., MPT of Covington, LLC, MPT of Denham Springs,
LLC, Covington Healthcare Properties, L.L.C., Denham Springs
Healthcare Properties, L.L.C., Gulf States Long Term Acute Care
of Covington, L.L.C. and Gulf States Long Term Acute Care of
Denham Springs, L.L.C., dated June 9, 2005
10
.38(1)
Lease Agreement between MPT of Covington, LLC and Gulf States
Long Term Acute Care of Covington, L.L.C., dated June 9, 2005
10
.39(1)
Promissory Note made by Denham Springs Healthcare Properties,
L.L.C. in favor of MPT of Denham Springs, LLC, dated June 9, 2005
10
.40(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and Northern
California Rehabilitation Hospital, LLC, dated June 30, 2005
10
.41(1)
Lease Agreement between Northern California Rehabilitation
Hospital, LLC and MPT of Redding, LLC, dated June 30, 2005
10
.42(1)
Amendment No. 1 to Ground Lease Agreement between National
Medical Specialty Hospital of Redding, Inc. and Ocadian Care
Centers, Inc., dated November 29, 2001
Table of Contents
Exhibit
10
.43(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bloomington, LLC, Southern Indiana Medical Park II,
LLC and Monroe Hospital, LLC, dated October 7, 2005
10
.44(1)
Lease Agreement between Monroe Hospital, LLC and MPT of
Bloomington, LLC, dated October 7, 2005
10
.45(1)
Development Agreement among Monroe Hospital, LLC, Monroe
Hospital Development, LLC and MPT of Bloomington, LLC, dated
October 7, 2005
10
.46(1)
Funding Agreement between Monroe Hospital, LLC and MPT of
Bloomington, LLC, dated October 7, 2005
10
.47(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Chino, LLC, Prime Healthcare Services, LLC, Veritas
Health Services, Inc., Prime Healthcare Services, Inc., Desert
Valley Hospital, Inc. and Desert Valley Medical Group, Inc.,
dated November 30, 2005
10
.48(1)
Lease Agreement among Veritas Health Services, Inc., Prime
Healthcare Services, LLC and MPT of Chino, LLC, dated November
30, 2005
10
.49(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Sherman Oaks, LLC, Prime A Investments, L.L.C.,
Prime Healthcare Services II, LLC, Prime Healthcare Services,
Inc., Desert Valley Medical Group, Inc. and Desert Valley
Hospital, Inc., dated December 30, 2005
10
.50(1)
Lease Agreement between MPT of Sherman Oaks, LLC and Prime
Healthcare Services II, LLC, dated December 30, 2005
10
.51(11)
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (LTIP Units)
10
.52(11)
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (Restricted Shares)
10
.53(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
.54(10)
First Amendment to Term Loan Agreement
10
.55(16)
Revolving Credit and Term Loan Agreement, dated November 30,
2007, 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 JPMorgan Chase Bank, N.A. as
Administrative Agent, with J.P. Morgan Securities Inc. and
KeyBank National Association, as Joint Lead Arrangers and
Bookrunners
10
.56(16)
Second Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated September 29, 2006
10
.57(16)
First Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated September 29, 2006
10
.58(1)
First Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated September 29, 2006
10
.59(16)
First Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated September 29, 2006
10
.60(8)
Second Amended and Restated 2004 Equity Incentive Plan
10
.61(14)
First Amendment to Revolving Credit and Term Loan Agreement
dated March 13, 2008
10
.62(14)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., HCP Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das
Petersburg VA, LP, and Texas HCP Holdings, L.P. dated as of
March 13, 2008
10
.63(14)
First Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of March 28, 2008
10
.64(15)
Second Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of April 1, 2008
Table of Contents
Exhibit
10
.65(15)
Third Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of April 17, 2008
10
.66(15)
Fourth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of May 14, 2008
10
.67(15)
Fifth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of June 18, 2008
10
.68(15)
Sixth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of June 30, 2008
10
.71(17)
Second Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated February 27, 2009
10
.72(17)
Second Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2008
10
.73(17)
Third Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2009
10
.74(17)
Second Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2008
10
.75(17)
Third Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2009
10
.76(17)
Second Amendment to Employment Agreement between Registrant and
Richard S. Hamner, dated January 1, 2008
10
.77(17)
Third Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated January 1, 2009
10
.78(17)
Third Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2008
10
.79(17)
Fourth Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2009
10
.80(17)
Third Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2008
10
.81(17)
Fourth Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2009
21
.1(17)
Subsidiaries of Registrant
23
.1(17)
Consent of PricewaterhouseCoopers LLP
23
.2(17)
Consent of KPMG LLP
23
.3(17)
Consent of Moss Adams LLP
31
.1(17)
Certification of Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
31
.2(17)
Certification of Chief Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
32
(17)
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(18)
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of December 31, 2007 and 2006
99
.2(18)
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of September 30, 2008
Table of Contents
(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 quarterly report
on
Form 10-Q
for the quarter ended June 30, 2005, filed with the
Commission on July 26, 2005.
(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.
(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 February 28, 2007.
(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)
Included in this
Form 10-K.
(18)
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, 2007 and 2006) and Primes most
recently available financial statements (unaudited, as of and
for the period ended September 30, 2008) are
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 and to
Registrants quarterly report on Form 10-Q for the
quarter ended September 30, 2008, filed with the Commission
on November 10, 2008, 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.
72
Table of Contents
By:
Chairman of the Board, President, Chief Executive Officer and
Director (Principal Executive Officer)
March 13, 2009
Director
March 13, 2009
Director
March 13, 2009
Executive Vice President, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
March 13, 2009
Director
March 13, 2009
Director
March 13, 2009
Vice Chairman of the Board
March 13, 2009
Director
March 13, 2009
73
Table of Contents
December 31, 2008
Additions Subsequent to Acquisition
Initial Costs
Carrying
Cost at December 31, 2008
Accumulated
Date of
Date
Depreciable
Land
Buildings
Improvements
Costs
Land
Buildings
Total
Depreciation
Encumbrances
Construction
Acquired
Life (Years)
(Amounts in thousands)
Long term acute care hospital
$
2,130
$
6,013
$
1,012
$
$
2,130
$
7,025
$
9,155
$
693
1962
August 17, 2004
40
Long term acute care hospital
1,400
19,772
256
1,400
20,028
21,428
2,155
1942
August 17, 2004
40
Long term acute care hospital
821
10,238
14
821
10,252
11,073
918
1984
June 9, 2005
40
Long term acute care hospital
429
5,340
49
428
5,390
5,818
416
1960
June 9, 2005
40
Long term acute care hospital
19,952
3,622
1,629
21,945
23,574
1,799
1991
June 30, 2005
40
Acute care general hospital
5,290
13,587
31
5,290
13,618
18,908
1,023
1956
December 30, 2005
40
Acute care general hospital
2,457
31,209
408
2,576
31,498
34,074
1,857
2006
August 8, 2006
40
Acute care general hospital
1,500
17,419
42
1,500
17,461
18,961
1,054
1971
August 9, 2006
40
Long term acute care hospital
1,000
13,589
(53
)
1,000
13,536
14,536
789
2006
September 5, 2006
40
Acute care general hospital
937
10,907
3
937
10,910
11,847
591
1965
November 8, 2006
40
Acute care general hospital
937
10,907
3
937
10,910
11,847
591
1971
November 8, 2006
40
Acute care general hospital
1,875
21,814
10
1,875
21,824
23,699
1,182
1964
November 8, 2006
40
Long term acute care hospital
811
9,345
811
9,345
10,156
487
2002
December 1, 2006
40
Rehabilitaion hospital
10,198
10,198
10,198
531
1987
December 1, 2006
40
Long term acute care hospital
625
7,197
625
7,197
7,822
375
1998
December 1, 2006
40
Acute care general hospital
4,757
56,238
1,259
5,464
56,790
62,254
2,899
42,000
2006
December 1, 2006
40
Acute care general hospital
6,911
38,185
(575
)
6,912
37,609
44,521
1,720
2006
March 19, 2007
40
Long term acute care hospital
3,085
17,859
2,475
3,071
20,348
23,419
790
1964
April 18, 2007
40
Acute care general hospital
6,550
15,653
98
6,550
15,751
22,301
652
1964
May 9, 2007
40
Acute care general hospital
1,555
53,863
13
1,555
53,876
55,431
1,920
1974
August 10, 2007
40
Acute care general hospital
3,501
34,530
(5,713
)
3,502
28,816
32,318
1,021
1960
August 10, 2007
40
Acute care general hospital
15,600
35,994
15,600
35,994
51,594
1,172
1960
November 1, 2007
40
Acute care general hospital
794
15,772
794
15,772
16,566
297
1984
April 1, 2008
40
Long term acute care hospital
900
17,818
900
17,818
18,718
331
1982
April 1, 2008
40
Wellness Center
485
2,267
485
2,267
2,752
37
1975
April 22, 2008
40
Acute care general hospital
657
19,576
657
19,576
20,233
367
1982
April 1, 2008
40
Acute care general hospital
341
19,505
341
19,505
19,846
365
1968
April 1, 2008
40
Long term acute care hospital
1,220
8,687
1,220
8,687
9,907
195
1956
May 22, 2008
40
Acute care general hospital
5,113
9,903
5,113
9,903
15,016
103
1950
July 30, 2008
40
Wellness Center
384
2,257
384
2,257
2,641
36
1974
April 22, 2008
40
Rehabilitaion hospital
909
18,332
909
18,332
19,241
229
1991
July 14, 2008
40
Rehabilitaion hospital
3,499
21,939
3,499
21,939
25,438
366
1985
April 22, 2008
40
Acute care general hospital
5,502
10,748
5,502
10,748
16,250
34
1982
November 25, 2008
40
Medical Office Building
862
7,888
862
7,888
8,750
17
1982
November 25, 2008
40
Acute care general hospital
1,822
37,467
1,822
37,467
39,289
722
2002
April 1, 2008
40
Rehabilitaion hospital
21,552
21,552
21,552
315
1989
May 19, 2008
40
Wellness Center
270
1,615
270
1,615
1,885
29
1979
April 22, 2008
40
Rehabilitaion hospital
1,302
9,121
1,302
9,121
10,423
114
2006
July 1, 2008
40
Acute care general hospital
5,516
58,314
5,516
58,314
63,830
973
1980
April 22, 2008
40
Acute care general hospital
2,660
38,694
2,660
38,694
41,354
645
1980
April 22, 2008
40
Wellness Center
209
1,265
209
1,265
1,474
23
1979
April 22, 2008
40
Acute care general hospital
6,160
6,839
6,160
6,839
12,999
14
1972
November 25, 2008
40
Medical Office Building
1,915
5,085
1,915
5,085
7,000
11
1979
November 25, 2008
40
Wellness Center
583
3,185
583
3,185
3,768
58
1976
April 22, 2008
40
Long term acute care hospital
920
6,078
920
6,078
6,998
114
1987
April 1, 2008
40
Wellness Center
1,265
759
1,265
759
2,024
13
1979
April 22, 2008
40
Long term acute care hospital
988
10,432
988
10,432
11,420
195
1986
April 1, 2008
40
Rehabilitaion hospital
1,019
18,373
1,019
18,373
19,392
343
8,950
1992
April 4, 2008
40
$
107,466
$
833,280
$
1,268
$
1,686
$
109,908
$
833,792
$
943,700
$
30,581
50,950
Rehabilitaion hospital
3,070
33,570
7
(36,647
)
(3,217
)
Rehabilitaion hospital
1,550
16,363
130
(18,043
)
(1,571
)
Rehabilitaion hospital
30,903
55
(30,958
)
(2,963
)
4,620
80,836
192
(85,648
)
(7,751
)
III-1
Table of Contents
December 31,
December 31,
December 31,
2008
2007
2006
$
614,088
$
486,436
$
281,523
418,766
167,246
109,060
2,475
66,040
94,661
308
9,577
8,477
(6,288
)
(85,648
)
(115,211
)
(7,285
)
$
943,701
$
614,088
(1)
$
486,436
December 31,
December 31,
December 31,
2008
2007
2006
$
20,214
$
12,290
$
5,260
18,118
11,301
7,288
(7,751
)
(3,377
)
(258
)
$
30,581
$
20,214
(2)
$
12,290
(1)
Includes gross amount of real estate held for sale cost of
$85,648
(2)
Includes depreciation included in real estate held for sale of
$7,076
III-2
Table of Contents
MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Column A
Column B
Column C
Column D
Column E
Column F
Column G(3)
Column H
Principal
Amount of
Loans
Subject to
Final
Periodic
Face
Carrying
Delinquent
Interest
Maturity
Payment
Prior
Amount of
Amount of
Principal or
Rate
Date
Terms
Liens
Mortgages
Mortgages
Interest
(Dollar amounts in thousands)
Payable in
monthly
installments
of interest
plus
principal
payable in
full at
maturity
10.3
%
2021
(1
)
40,000
40,000
(2
)
9.4
%
2022
(1
)
70,000
70,000
(2
)
9.4
%
2022
(1
)
50,000
50,000
(2
)
9.2
%
2022
(1
)
25,000
25,000
(2
)
$
185,000
$
185,000
(1)
There were no prior liens on loans as of December 31, 2008.
(2)
The mortgage loan was not delinquent with respect to principal
or interest.
(3)
The aggregate cost for Federal income tax purposes is $185,000.
Year Ended December 31,
2008
2007
2006
(Dollar amounts in thousands)
$
185,000
$
105,000
$
40,000
145,000
65,000
185,000
250,000
105,000
25,000
40,000
65,000
$
185,000
$
185,000
$
105,000
IV-1
Table of Contents
Exhibit
3
.1(1)
Registrants Second Articles of Amendment and Restatement
3
.2(2)
Registrants 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(16)
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(16)
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(8)
Credit Agreement dated October 27, 2005, among MPT Operating
Partnership, L.P., as borrower, and Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services, Inc., as
Administrative Agent and Lender, and Additional Lenders from
Time to Time a Party thereto
10
.14(1)
Third Amended and Restated Lease Agreement between 1300 Campbell
Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated
December 20, 2004
10
.15(1)
First Amendment to Third Amended and Restated Lease Agreement
between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating
Company, LLC, dated December 31, 2004
10
.16(1)
Second Amended and Restated Lease Agreement between 92 Brick
Road, LLC and 92 Brick Road, Operating Company, LLC, dated
December 20, 2004
10
.17(1)
First Amendment to Second Amended and Restated Lease Agreement
between 92 Brick Road, LLC and 92 Brick Road, Operating Company,
LLC, dated December 31, 2004
10
.18(1)
Ground Lease Agreement between West Jersey Health System and
West Jersey/Mediplex Rehabilitation Limited Partnership, dated
July 15, 1993
10
.19(1)
Third Amended and Restated Lease Agreement between
San Joaquin Health Care Associates Limited Partnership and
7173 North Sharon Avenue Operating Company, LLC, dated December
20, 2004
10
.20(1)
First Amendment to Third Amended and Restated Lease Agreement
between San Joaquin Health Care Associates Limited
Partnership and 7173 North Sharon Avenue Operating Company, LLC,
dated December 31, 2004
Table of Contents
Exhibit
10
.21(1)
Second Amended and Restated Lease Agreement between 8451 Pearl
Street, LLC and 8451 Pearl Street Operating Company, LLC, dated
December 20, 2004
10
.22(1)
First Amendment to Second Amended and Restated Lease Agreement
between 8451 Pearl Street, LLC and 8451 Pearl Street Operating
Company, LLC, dated December 31, 2004
10
.23(1)
Second Amended and Restated Lease Agreement between 4499
Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company,
LLC, dated December 20, 2004
10
.24(1)
First Amendment to Second Amended and Restated Lease Agreement
between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue
Operating Company, LLC, dated December 31, 2004
10
.25(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bucks County Hospital, L.P., Bucks County
Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated March
3, 2005
10
.26(1)
Amendment to Purchase and Sale Agreement among MPT Operating
Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
County Oncoplastic Institute, LLC, DSI Facility Development,
LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
Patrick Maxwell, M.D., dated April 29, 2005
10
.27(1)
Lease Agreement between Bucks County Oncoplastic Institute, LLC
and MPT of Bucks County, L.P., dated September 16, 2005
10
.28(1)
Development Agreement among DSI Facility Development, LLC, Bucks
County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
dated September 16, 2005
10
.29(1)
Funding Agreement among DSI Facility Development, LLC, Bucks
County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
dated September 16, 2005
10
.30(1)
Purchase and Sale Agreement between MPT of North Cypress, L.P.
and North Cypress Medical Center Operating Company, Ltd., dated
as of June 1, 2005
10
.31(1)
Contract for Purchase and Sale of Real Property between North
Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P.,
dated as of June 1, 2005
10
.32(1)
Sublease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of June
1, 2005
10
.33(1)
Net Ground Lease between North Cypress Property Holdings, Ltd.
and MPT of North Cypress, L.P., dated as of June 1, 2005
10
.34(1)
Lease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of June
1, 2005
10
.35(1)
Net Ground Lease between Northern Healthcare Land Ventures, Ltd.
and MPT of North Cypress, L.P., dated as of June 1, 2005
10
.36(1)
Construction Loan Agreement between North Cypress Medical Center
Operating Company, Ltd. and MPT Finance Company, LLC, dated June
1, 2005
10
.37(1)
Purchase, Sale and Loan Agreement among MPT Operating
Partnership, L.P., MPT of Covington, LLC, MPT of Denham Springs,
LLC, Covington Healthcare Properties, L.L.C., Denham Springs
Healthcare Properties, L.L.C., Gulf States Long Term Acute Care
of Covington, L.L.C. and Gulf States Long Term Acute Care of
Denham Springs, L.L.C., dated June 9, 2005
10
.38(1)
Lease Agreement between MPT of Covington, LLC and Gulf States
Long Term Acute Care of Covington, L.L.C., dated June 9, 2005
10
.39(1)
Promissory Note made by Denham Springs Healthcare Properties,
L.L.C. in favor of MPT of Denham Springs, LLC, dated June 9, 2005
10
.40(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and Northern
California Rehabilitation Hospital, LLC, dated June 30, 2005
10
.41(1)
Lease Agreement between Northern California Rehabilitation
Hospital, LLC and MPT of Redding, LLC, dated June 30, 2005
10
.42(1)
Amendment No. 1 to Ground Lease Agreement between National
Medical Specialty Hospital of Redding, Inc. and Ocadian Care
Centers, Inc., dated November 29, 2001
10
.43(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bloomington, LLC, Southern Indiana Medical Park II,
LLC and Monroe Hospital, LLC, dated October 7, 2005
Table of Contents
Exhibit
10
.44(1)
Lease Agreement between Monroe Hospital, LLC and MPT of
Bloomington, LLC, dated October 7, 2005
10
.45(1)
Development Agreement among Monroe Hospital, LLC, Monroe
Hospital Development, LLC and MPT of Bloomington, LLC, dated
October 7, 2005
10
.46(1)
Funding Agreement between Monroe Hospital, LLC and MPT of
Bloomington, LLC, dated October 7, 2005
10
.47(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Chino, LLC, Prime Healthcare Services, LLC, Veritas
Health Services, Inc., Prime Healthcare Services, Inc., Desert
Valley Hospital, Inc. and Desert Valley Medical Group, Inc.,
dated November 30, 2005
10
.48(1)
Lease Agreement among Veritas Health Services, Inc., Prime
Healthcare Services, LLC and MPT of Chino, LLC, dated November
30, 2005
10
.49(1)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Sherman Oaks, LLC, Prime A Investments, L.L.C.,
Prime Healthcare Services II, LLC, Prime Healthcare Services,
Inc., Desert Valley Medical Group, Inc. and Desert Valley
Hospital, Inc., dated December 30, 2005
10
.50(1)
Lease Agreement between MPT of Sherman Oaks, LLC and Prime
Healthcare Services II, LLC, dated December 30, 2005
10
.51(11)
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (LTIP Units)
10
.52(11)
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
Plan Award Agreement (Restricted Shares)
10
.53(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
.54(10)
First Amendment to Term Loan Agreement
10
.55(16)
Revolving Credit and Term Loan Agreement, dated November 30,
2007, 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 JPMorgan Chase Bank, N.A. as
Administrative Agent, with J.P. Morgan Securities Inc. and
KeyBank National Association, as Joint Lead Arrangers and
Bookrunners
10
.56(16)
Second Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated September 29, 2006
10
.57(16)
First Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated September 29, 2006
10
.58(1)
First Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated September 29, 2006
10
.59(16)
First Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated September 29, 2006
10
.60(8)
Second Amended and Restated 2004 Equity Incentive Plan
10
.61(14)
First Amendment to Revolving Credit and Term Loan Agreement
dated March 13, 2008
10
.62(14)
Purchase and Sale Agreement among MPT Operating Partnership,
L.P., HCP Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das
Petersburg VA, LP, and Texas HCP Holdings, L.P. dated as of
March 13, 2008
10
.63(14)
First Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of March 28, 2008
10
.64(15)
Second Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of April 1, 2008
10
.65(15)
Third Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of April 17, 2008
Table of Contents
Exhibit
10
.66(15)
Fourth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of May 14, 2008
10
.67(15)
Fifth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of June 18, 2008
10
.68(15)
Sixth Amendment to Purchase and Sale Agreement among MPT
Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
L.P. dated as of June 30, 2008
10
.71(17)
Second Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated February 27, 2009
10
.72(17)
Second Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2008
10
.73(17)
Third Amendment to Employment Agreement between Registrant and
Michael G. Stewart, dated January 1, 2009
10
.74(17)
Second Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2008
10
.75(17)
Third Amendment to Employment Agreement between Registrant and
Emmett E. McLean, dated January 1, 2009
10
.76(17)
Second Amendment to Employment Agreement between Registrant and
Richard S. Hamner, dated January 1, 2008
10
.77(17)
Third Amendment to Employment Agreement between Registrant and
R. Steven Hamner, dated January 1, 2009
10
.78(17)
Third Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2008
10
.79(17)
Fourth Amendment to Employment Agreement between Registrant and
Edward K. Aldag, Jr., dated January 1, 2009
10
.80(17)
Third Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2008
10
.81(17)
Fourth Amendment to Employment Agreement between Registrant and
William G. McKenzie, dated January 1, 2009
21
.1(17)
Subsidiaries of Registrant
23
.1(17)
Consent of PricewaterhouseCoopers LLP
23
.2(17)
Consent of KPMG LLP
23
.3(17)
Consent of Moss Adams LLP
31
.1(17)
Certification of Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
31
.2(17)
Certification of Chief Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934
32
(17)
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(18)
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of December 31, 2007 and 2006
99
.2(18)
Consolidated Financial Statements of Prime Healthcare Services,
Inc. as of September 30, 2008
(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 quarterly report
on
Form 10-Q
for the quarter ended June 30, 2005, filed with the
Commission on July 26, 2005.
Table of Contents
(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.
(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 February 28, 2007.
(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)
Included in this
Form 10-K.
(18)
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, 2007 and 2006) and Primes most
recently available financial statements (unaudited, as of and
for the period ended September 30, 2008) are
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 and to
Registrants quarterly report on Form 10-Q for the
quarter ended September 30, 2008, filed with the Commission
on November 10, 2008, 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.
2
3
4
5
6
7
8
9
10
11
OPERATING PARTNERSHIP:
|
EMPLOYEE: | |||
MPT OPERATING PARTNERSHIP,L.P.
|
||||
BY: MEDICAL PROPERTIES TRUST, LLC
ITS: GENERAL PARTNER |
/s/ William G. McKenzie
|
|||
BY: MEDICAL PROPERTIES TRUST, INC.
|
||||
ITS SOLE MEMBER
|
Dated: 2/26/09 |
By:
Name: Title: |
/s/ Edward K. Aldag, Jr.
Chairman, President & CEO |
|||
Dated:
|
2/27/09 | |||
|
||||
REIT:
|
||||
|
||||
MEDICAL PROPERTIES TRUST, INC. | ||||
|
||||
By:
|
/s/ Edward K. Aldag, Jr. | |||
|
||||
Name:
Title: |
Edward K. Aldag, Jr.
Chairman, President & CEO |
|||
Dated:
|
2/27/09 |
12
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
EXECUTIVE:
|
||||
/s/ Michael G. Stewart | ||||
Michael G. Stewart | ||||
(a) | CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Companys assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. |
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
EXECUTIVE:
|
||||
/s/ Michael G. Stewart | ||||
Michael G. Stewart | ||||
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
EXECUTIVE:
|
||||
/s/ Emmett E. McLean | ||||
Emmett E. McLean | ||||
(a) | CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Companys assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. |
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
EXECUTIVE:
|
||||
/s/ Emmett E. McLean | ||||
Emmett E. McLean | ||||
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ Edward K. Aldag, Jr. | |||
Name: | Edward K. Aldag, Jr. | |||
Title: | Chairman, President & CEO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ Edward K. Aldag, Jr. | |||
Name: | Edward K. Aldag, Jr. | |||
Title: | Chairman, President & CEO | |||
EXECUTIVE:
|
||||
/s/ Richard S. Hamner | ||||
Richard S. Hamner | ||||
(a) | CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Companys assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. |
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ Edward K. Aldag, Jr. | |||
Name: | Edward K. Aldag, Jr. | |||
Title: | Chairman, President & CEO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ Edward K. Aldag, Jr. | |||
Name: | Edward K . Aldag, Jr. | |||
Title: | Chairman, President & CEO | |||
EXECUTIVE:
|
||||
/s/ R. Steven Hamner | ||||
R. Steven Hamner | ||||
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
EXECUTIVE:
|
||||
/s/ Edward K. Aldag, Jr. | ||||
Edward K. Aldag, Jr. | ||||
(a) | CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Companys assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. |
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice President and CFO | |||
EXECUTIVE:
|
||||
/s/ Edward K. Aldag, Jr. | ||||
Edward K. Aldag, Jr. | ||||
2
(a) | CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Companys assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Companys stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. |
REIT:
MEDICAL PROPERTIES TRUST, INC. |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
OPERATING PARTNERSHIP:
MPT OPERATING PARTNERSHIP, L.P. By: Medical Properties Trust, LLC Its: General Partner By: Medical Properties Trust, Inc. Its: Sole Member |
||||
By: | /s/ R. Steven Hamner | |||
Name: | R. Steven Hamner | |||
Title: | Executive Vice-President & CFO | |||
EXECUTIVE:
|
||||
William G. McKenzie | ||||
Jurisdiction(s) in Which | ||||
Jurisdiction of | Qualified as a | |||
Subsidiary | Organization | Foreign Corporation | ||
4499 Acushnet Avenue, LLC
|
Delaware | Massachusetts | ||
8451 Pearl Street, LLC
|
Delaware | Colorado | ||
Medical Properties Trust, LLC
|
Delaware | Alabama | ||
MPT Development Services, Inc.
|
Delaware | Alabama | ||
MPT Finance Company, LLC
|
Delaware | |||
MPT of Bloomington, LLC
|
Delaware | Indiana | ||
MPT of Anaheim, LLC
|
Delaware | California | ||
MPT of Anaheim, L.P.
|
Delaware | California | ||
MPT of Bucks County, L.P.
|
Delaware | Pennsylvania | ||
MPT of Bucks County, LLC
|
Delaware | Pennsylvania | ||
MPT of California, LLC
|
Delaware | California | ||
MPT of Centinela, L.P.
|
Delaware | California | ||
MPT of Centinela, LLC
|
Delaware | California | ||
MPT of Chino, LLC
|
Delaware | California | ||
MPT of Covington, LLC
|
Delaware | Louisiana | ||
MPT of Dallas LTACH, L.P.
|
Delaware | Texas | ||
MPT of Dallas LTACH, LLC
|
Delaware | Texas (as MPT of Dallas LTACH GP, LLC) | ||
MPT of Denham Springs, LLC
|
Delaware | Louisiana | ||
MPT of Huntington Beach, LLC
|
Delaware | California | ||
MPT of Huntington Beach, L.P.
|
Delaware | California | ||
MPT of Inglewood, LLC
|
Delaware | California | ||
MPT of Inglewood, L.P.
|
Delaware | California | ||
MPT of La Palma, LLC
|
Delaware | California | ||
MPT of La Palma, L.P.
|
Delaware | California | ||
MPT of Luling, LLC
|
Delaware | Texas (as Delaware MPT of Luling, LLC) | ||
MPT of Luling, L.P.
|
Delaware | Texas | ||
MPT of Montclair, L.P.
|
Delaware | California | ||
MPT of Montclair, LLC
|
Delaware | |||
MPT of North Cypress, L.P.
|
Delaware | Texas (as Delaware MPT of North Cypress Texas, L.P.) | ||
MPT of North Cypress, LLC
|
Delaware | Texas | ||
MPT of Paradise Valley, LLC
|
Delaware | California | ||
MPT of Paradise Valley, L.P.
|
Delaware | California | ||
MPT of Portland, LLC
|
Delaware | Oregon | ||
MPT of Redding, LLC
|
Delaware | California | ||
MPT of Shasta, LLC
|
Delaware | California | ||
MPT of Shasta, L.P.
|
Delaware | California | ||
MPT of Sherman Oaks, LLC
|
Delaware | California | ||
MPT of Southern California, LLC
|
Delaware | California | ||
MPT of Southern California, L.P.
|
Delaware | California | ||
MPT of Twelve Oaks, LLC
|
Delaware | Texas | ||
MPT of Twelve Oaks, L.P.
|
Delaware | Texas | ||
MPT of Victoria, LLC
|
Delaware | Texas (as Delaware MPT of Victoria, LLC) | ||
MPT of Victoria, L.P.
|
Delaware | Texas | ||
MPT of Victorville, LLC
|
Delaware | California | ||
MPT of Warm Springs, LLC
|
Delaware | Texas (as Delaware MPT of Warm Springs, LLC) | ||
MPT of Warm Springs, L.P.
|
Delaware | Texas | ||
MPT of West Anaheim, LLC
|
Delaware | California | ||
MPT of West Anaheim, L.P.
|
Delaware | California | ||
MPT Operating Partnership, L.P.
|
Delaware | Massachusetts, Alabama | ||
MPT West Houston Hospital, LLC
|
Delaware |
Texas (as MPT West Houston
Hospital GP, LLC) |
||
MPT West Houston Hospital, L.P.
|
Delaware | Texas | ||
MPT West Houston MOB, LLC
|
Delaware |
Texas (as MPT West Houston MOB
GP, LLC) |
||
MPT West Houston MOB, L.P.
|
Delaware | Texas | ||
Mountain View-MPT Hospital, LLC (formerly HCPI/Idaho, LLC)
|
Delaware | Idaho | ||
MPT of Bennettsville, LLC
|
Delaware | South Carolina | ||
MPT of Bossier City, LLC
|
Delaware | Louisiana | ||
MPT of Bristol, LLC
|
Delaware | Connecticut | ||
MPT of Cheraw, LLC
|
Delaware | South Carolina | ||
MPT of Cleveland, Texas, L.P.
|
Delaware | Texas | ||
MPT of Cleveland, Texas, LLC
|
Delaware | Texas (as MPT of Cleveland Texas GP, LLC) | ||
MPT of Detroit, LLC
|
Delaware | Michigan | ||
MPT of Encino, L.P.
|
Delaware | California | ||
MPT of Encino, LLC
|
Delaware | California | ||
MPT of Enfield, LLC
|
Delaware | Connecticut | ||
MPT of Fayetteville, LLC
|
Delaware | Arkansas | ||
MPT of Ft. Lauderdale, LLC
|
Delaware | Florida | ||
MPT of Garden Grove Hospital, L.P.
|
Delaware | California | ||
MPT of Garden Grove Hospital, LLC
|
Delaware | California | ||
MPT of Garden Grove MOB, L.P.
|
Delaware | California | ||
MPT of Garden Grove MOB, LLC
|
Delaware | California | ||
MPT of Idaho Falls, LLC
|
Delaware | Idaho | ||
MPT of Morgantown, LLC
|
Delaware | West Virgina | ||
MPT of Newington, LLC
|
Delaware | Connecticut | ||
MPT of Petersburg, LLC
|
Delaware | Virginia | ||
MPT of Poplar Bluff, LLC
|
Delaware | Missouri | ||
MPT of Providence, LLC
|
Delaware | Rhode Island | ||
MPT of San Dimas Hospital, L.P.
|
Delaware | California | ||
MPT of San Dimas Hospital, LLC
|
Delaware | California | ||
MPT of San Dimas MOB, L.P.
|
Delaware | California | ||
MPT of San Dimas MOB, LLC
|
Delaware | California | ||
MPT of Springfield, LLC
|
Delaware | Massachusetts | ||
MPT of Tucson, LLC
|
Delaware | Arizona | ||
MPT of Warwick, LLC
|
Delaware | Rhode Island | ||
MPT of Webster, L.P.
|
Delaware | Texas | ||
MPT of Webster, LLC
|
Delaware | Texas (as MPT of Webster GP, LLC) | ||
MPT of West Valley City, LLC
|
Delaware | Utah | ||
MPT of Wichita, LLC
|
Delaware | Kansas | ||
Wichita Health Associates, Limited Partnership
|
Delaware | Kansas |
1) | I have reviewed this annual report on Form 10-K 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 registrants 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
c) | evaluated the effectiveness of the registrants 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 | ||
d) | disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5) | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: March 13, 2009 | /s/ Edward K. Aldag, Jr. | |||
Edward K. Aldag, Jr. | ||||
Chairman, President and Chief Executive Officer |
1) | I have reviewed this annual report on Form 10-K 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 registrants 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
c) | evaluated the effectiveness of the registrants 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 | ||
d) | disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5) | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: March 13, 2009 | /s/ R. Steven Hamner | |||
R. Steven Hamner | ||||
Executive Vice President and Chief Financial Officer |
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: March 13, 2009 | /s/ Edward K. Aldag, Jr. | |||
Edward K. Aldag, Jr. | ||||
Chairman, President and Chief Executive Officer | ||||
/s/ R. Steven Hamner | ||||
R. Steven Hamner | ||||
Executive Vice President and Chief Financial Officer | ||||