e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2011
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-11852
HEALTHCARE REALTY TRUST INCORPORATED
(Exact name of Registrant as specified in its charter)
|
|
|
Maryland
(State or other jurisdiction of
incorporation or organization)
|
|
62 1507028
(I.R.S. Employer
Identification No.) |
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203
(Address of principal executive offices)
(615) 269-8175
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such
files).
Yes þ No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer þ
|
|
Accelerated filer o
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As of July 31, 2011, 77,829,189 shares of the Registrants Common Stock were outstanding.
HEALTHCARE REALTY TRUST INCORPORATED
FORM 10-Q
June 30, 2011
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
|
|
|
Item 1. |
|
Financial Statements. |
Healthcare Realty Trust Incorporated
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
ASSETS |
|
|
|
|
|
|
|
|
Real estate properties: |
|
|
|
|
|
|
|
|
Land |
|
$ |
165,759 |
|
|
$ |
163,020 |
|
Buildings, improvements and lease intangibles |
|
|
2,326,632 |
|
|
|
2,310,404 |
|
Personal property |
|
|
18,116 |
|
|
|
17,919 |
|
Construction in progress |
|
|
104,741 |
|
|
|
80,262 |
|
|
|
|
|
|
|
|
|
|
|
2,615,248 |
|
|
|
2,571,605 |
|
Less accumulated depreciation |
|
|
(486,572 |
) |
|
|
(484,641 |
) |
|
|
|
|
|
|
|
Total real estate properties, net |
|
|
2,128,676 |
|
|
|
2,086,964 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
17,776 |
|
|
|
113,321 |
|
|
|
|
|
|
|
|
|
|
Mortgage notes receivable |
|
|
122,603 |
|
|
|
36,599 |
|
|
|
|
|
|
|
|
|
|
Assets held for sale and discontinued operations, net |
|
|
16,485 |
|
|
|
23,915 |
|
|
|
|
|
|
|
|
|
|
Other assets, net |
|
|
100,641 |
|
|
|
96,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,386,181 |
|
|
$ |
2,357,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Notes and bonds payable |
|
$ |
1,251,629 |
|
|
$ |
1,407,855 |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
66,768 |
|
|
|
62,652 |
|
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations |
|
|
215 |
|
|
|
423 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
50,741 |
|
|
|
43,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,369,353 |
|
|
|
1,514,569 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value; 50,000,000 shares authorized;
none issued and outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value; 150,000,000 shares authorized; 76,467,850
and 66,071,424 shares issued and outstanding at
June 30, 2011 and December 31, 2010, respectively |
|
|
765 |
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
1,865,441 |
|
|
|
1,641,379 |
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss |
|
|
(5,269 |
) |
|
|
(5,269 |
) |
|
|
|
|
|
|
|
|
|
Cumulative net income attributable to common stockholders |
|
|
792,387 |
|
|
|
796,165 |
|
|
|
|
|
|
|
|
|
|
Cumulative dividends |
|
|
(1,636,496 |
) |
|
|
(1,593,926 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
1,016,828 |
|
|
|
839,010 |
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests |
|
|
|
|
|
|
3,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
1,016,828 |
|
|
|
842,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
2,386,181 |
|
|
$ |
2,357,309 |
|
|
|
|
|
|
|
|
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010, are an integral part of these financial statements.
1
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Operations
For the Three Months Ended June 30, 2011 and 2010
(Dollars in thousands,
except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
REVENUES |
|
|
|
|
|
|
|
|
Master lease rent |
|
$ |
14,434 |
|
|
$ |
13,879 |
|
Property operating |
|
|
53,849 |
|
|
|
46,760 |
|
Straight-line rent |
|
|
1,110 |
|
|
|
725 |
|
Mortgage interest |
|
|
1,825 |
|
|
|
469 |
|
Other operating |
|
|
2,054 |
|
|
|
2,102 |
|
|
|
|
|
|
|
|
|
|
|
73,272 |
|
|
|
63,935 |
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
General and administrative |
|
|
5,158 |
|
|
|
3,542 |
|
Property operating |
|
|
28,477 |
|
|
|
24,237 |
|
Bad debt, net |
|
|
93 |
|
|
|
(279 |
) |
Depreciation |
|
|
19,120 |
|
|
|
16,450 |
|
Amortization |
|
|
1,770 |
|
|
|
1,332 |
|
|
|
|
|
|
|
|
|
|
|
54,618 |
|
|
|
45,282 |
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(17,344 |
) |
|
|
(15,570 |
) |
Interest and other income, net |
|
|
203 |
|
|
|
1,176 |
|
|
|
|
|
|
|
|
|
|
|
(17,141 |
) |
|
|
(14,394 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONTINUING OPERATIONS |
|
|
1,513 |
|
|
|
4,259 |
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
498 |
|
|
|
730 |
|
Gain on sales of real estate properties |
|
|
|
|
|
|
1,525 |
|
|
|
|
|
|
|
|
INCOME FROM DISCONTINUED OPERATIONS |
|
|
498 |
|
|
|
2,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
2,011 |
|
|
|
6,514 |
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
|
|
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
2,011 |
|
|
$ |
6,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.02 |
|
|
$ |
0.07 |
|
Discontinued operations |
|
|
0.01 |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
0.03 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER COMMON SHARE: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.02 |
|
|
$ |
0.07 |
|
Discontinued operations |
|
|
0.01 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
0.03 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC |
|
|
72,035,154 |
|
|
|
61,340,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED |
|
|
73,149,232 |
|
|
|
62,382,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS DECLARED, PER COMMON SHARE, DURING THE PERIOD |
|
$ |
0.30 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010, are an integral part of these financial statements.
2
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2011 and 2010
(Dollars in thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
REVENUES |
|
|
|
|
|
|
|
|
Master lease rent |
|
$ |
29,452 |
|
|
$ |
27,938 |
|
Property operating |
|
|
106,203 |
|
|
|
92,290 |
|
Straight-line rent |
|
|
2,396 |
|
|
|
1,326 |
|
Mortgage interest |
|
|
3,474 |
|
|
|
1,107 |
|
Other operating |
|
|
4,358 |
|
|
|
4,272 |
|
|
|
|
|
|
|
|
|
|
|
145,883 |
|
|
|
126,933 |
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
General and administrative |
|
|
10,939 |
|
|
|
8,270 |
|
Property operating |
|
|
56,572 |
|
|
|
48,435 |
|
Bad debt, net |
|
|
272 |
|
|
|
(478 |
) |
Depreciation |
|
|
38,015 |
|
|
|
32,654 |
|
Amortization |
|
|
3,540 |
|
|
|
2,633 |
|
|
|
|
|
|
|
|
|
|
|
109,338 |
|
|
|
91,514 |
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
Loss on extinguishment of debt |
|
|
(1,986 |
) |
|
|
(480 |
) |
Interest expense |
|
|
(39,618 |
) |
|
|
(31,880 |
) |
Interest and other income, net |
|
|
431 |
|
|
|
1,612 |
|
|
|
|
|
|
|
|
|
|
|
(41,173 |
) |
|
|
(30,748 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
|
|
(4,628 |
) |
|
|
4,671 |
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
988 |
|
|
|
2,281 |
|
Impairment |
|
|
(147 |
) |
|
|
|
|
Gain on sales of real estate properties |
|
|
36 |
|
|
|
4,221 |
|
|
|
|
|
|
|
|
INCOME FROM DISCONTINUED OPERATIONS |
|
|
877 |
|
|
|
6,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
(3,751 |
) |
|
|
11,173 |
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
(27 |
) |
|
|
(105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(3,778 |
) |
|
$ |
11,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS (LOSS) PER COMMON SHARE: |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(0.07 |
) |
|
$ |
0.08 |
|
Discontinued operations |
|
|
0.02 |
|
|
|
0.10 |
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS (LOSS) PER COMMON SHARE: |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(0.07 |
) |
|
$ |
0.08 |
|
Discontinued operations |
|
|
0.02 |
|
|
|
0.10 |
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC |
|
|
69,109,543 |
|
|
|
60,654,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING DILUTED |
|
|
69,109,543 |
|
|
|
61,690,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS DECLARED, PER COMMON SHARE, DURING THE PERIOD |
|
$ |
0.60 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010, are an integral part of these financial statements.
3
Healthcare Realty Trust Incorporated
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2011 and 2010
(Dollars in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(3,751 |
) |
|
$ |
11,173 |
|
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
43,919 |
|
|
|
37,924 |
|
Stock-based compensation |
|
|
1,602 |
|
|
|
1,320 |
|
Straight-line rent receivable |
|
|
(2,395 |
) |
|
|
(1,319 |
) |
Straight-line rent liability |
|
|
246 |
|
|
|
206 |
|
Gain on sales of real estate properties |
|
|
(36 |
) |
|
|
(4,221 |
) |
Loss on extinguishment of debt |
|
|
1,986 |
|
|
|
480 |
|
Impairment |
|
|
147 |
|
|
|
|
|
Provision for bad debt, net |
|
|
287 |
|
|
|
(457 |
) |
Payment of partial pension settlement |
|
|
|
|
|
|
(342 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Other assets |
|
|
(5,376 |
) |
|
|
(162 |
) |
Accounts payable and accrued liabilities |
|
|
2,649 |
|
|
|
5,187 |
|
Other liabilities |
|
|
7,217 |
|
|
|
(248 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
46,495 |
|
|
|
49,541 |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Acquisition and development of real estate properties |
|
|
(83,111 |
) |
|
|
(54,057 |
) |
Funding of mortgages and notes receivable |
|
|
(83,141 |
) |
|
|
(2,890 |
) |
Proceeds from sales of real estate |
|
|
3,775 |
|
|
|
23,623 |
|
Proceeds from mortgages and notes receivable repayments |
|
|
58 |
|
|
|
69 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(162,419 |
) |
|
|
(33,255 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Net borrowings (repayments) on unsecured credit facility |
|
|
123,000 |
|
|
|
(30,000 |
) |
Repayments on notes and bonds payable |
|
|
(1,616 |
) |
|
|
(1,111 |
) |
Repurchase of notes payable |
|
|
(280,201 |
) |
|
|
(8,556 |
) |
Dividends paid |
|
|
(42,570 |
) |
|
|
(37,370 |
) |
Proceeds from issuance of common stock |
|
|
224,045 |
|
|
|
59,449 |
|
Common stock redemptions |
|
|
(51 |
) |
|
|
|
|
Capital contributions received from noncontrolling interests |
|
|
|
|
|
|
670 |
|
Distributions to noncontrolling interest holders |
|
|
(281 |
) |
|
|
(249 |
) |
Purchase of noncontrolling interests |
|
|
(1,591 |
) |
|
|
|
|
Debt issuance costs |
|
|
(356 |
) |
|
|
(515 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
20,379 |
|
|
|
(17,682 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(95,545 |
) |
|
|
(1,396 |
) |
Cash and cash equivalents, beginning of year |
|
|
113,321 |
|
|
|
5,851 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
17,776 |
|
|
$ |
4,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
33,437 |
|
|
$ |
24,458 |
|
Capitalized interest |
|
$ |
4,194 |
|
|
$ |
5,050 |
|
Company-financed real estate property sales |
|
$ |
2,700 |
|
|
$ |
|
|
Invoices accrued for construction, tenant improvement and other capitalized costs |
|
$ |
15,001 |
|
|
$ |
9,913 |
|
The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010, are an integral part of these financial statements.
4
Healthcare Realty Trust Incorporated
Notes to Condensed Consolidated Financial Statements
June 30, 2011
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Business Overview
Healthcare Realty Trust Incorporated (the Company) is a real estate investment trust
(REIT) that owns, acquires, manages, finances, and develops income-producing real estate
properties associated primarily with the delivery of outpatient healthcare services throughout the
United States. The Company had investments of approximately $2.7 billion in 216 real estate
properties and mortgages as of June 30, 2011, excluding assets classified as held for sale and
including an investment in one unconsolidated joint venture. The Companys 203 owned real estate
properties, excluding assets classified as held for sale, are comprised of three facility types,
located in 28 states, totaling approximately 13.4 million square feet. As of June 30, 2011, the
Company provided property management services to approximately 9.2 million square feet nationwide.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company, its
wholly-owned subsidiaries, joint ventures, and partnerships where the Company controls the
operating activities.
In accordance with Accounting Standards Codification (ASC) No. 810, Consolidation, the
Company must evaluate each contractual relationship to determine whether or not it creates a
variable interest entity (VIE). The Company had three construction mortgage loans aggregating
approximately $45.9 million at June 30, 2011 in which each borrower has been identified as a VIE.
At June 30, 2011, the Company had determined that it was not the primary beneficiary of these VIEs
because it does not have the power to direct the activities that most
significantly impact the entities economic performance nor does it have the obligation to absorb
the losses of, or receive the benefit from, the entities. Accordingly,
the Company does not
consolidate the underlying projects. The Companys maximum loss exposure loss related to these
VIEs at June 30, 2011 equals the Companys related aggregate loan investment.
During the first quarter of 2011, the Company purchased the remaining noncontrolling interest
in its two consolidated joint ventures: (1) HR Ladco Holdings, LLC in which the Company held an 80%
interest and (2) Lakewood MOB, LLC in which the Company held a 98.75% interest. The noncontrolling
interest holder in both joint ventures was Ladco MPF I, LLC (Ladco). Prior to the purchase, the
noncontrolling interests were reported as equity and the related net income (loss) attributable to
the noncontrolling interests as part of consolidated net income in the Companys Condensed
Consolidated Financial Statements. The Companys investment in its one unconsolidated joint
venture, which is carried at cost, is included in other assets with its related income recognized
in other income (expense) in the Companys Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by GAAP for complete
financial statements that are included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2010. Management believes, however, that all adjustments of a normal, recurring
nature considered necessary for a fair presentation have been included. All material intercompany
transactions and balances have been eliminated in consolidation.
This interim financial information should be read in conjunction with the financial statements
and Managements Discussion and Analysis of Financial Condition and Results of Operations included
in this report and in the Companys Annual Report on Form 10-K for the year ended December 31,
2010. This interim financial information does not necessarily represent or indicate what the
operating results will be for the year ending December 31, 2011 for many reasons including, but not
limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates
and the effects of other trends and uncertainties.
5
Use of Estimates in the Condensed Consolidated Financial Statements
Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP
requires management to make estimates and assumptions that affect amounts reported in the Condensed
Consolidated Financial Statements and accompanying notes. Actual results may differ from those
estimates.
Segment Reporting
The Company owns, acquires, manages, finances, and develops outpatient, healthcare-related
properties. The Company is managed as one operating segment, rather than multiple operating
segments, for internal reporting purposes and for internal decision-making. Therefore, the Company
discloses its operating results in a single segment.
Reclassifications
Certain amounts in the Companys Condensed Consolidated Financial Statements for prior periods
have been reclassified to conform to the current period presentation. Assets sold or held for sale,
and related liabilities, have been reclassified in the Companys Condensed Consolidated Balance
Sheets, and the operating results of those assets have been reclassified from continuing to
discontinued operations for all periods presented.
Revenue Recognition
General
The Company recognizes revenue when it is realized or realizable and earned. There are four
criteria that must be met before a company may recognize revenue, including: persuasive evidence
that an arrangement exists; delivery has occurred or services have been rendered (i.e., the tenant
has taken possession of and controls the physical use of the leased asset); the price has been
fixed or is determinable; and collectability is reasonably assured. Income received but not yet
earned is deferred until such time it is earned. Deferred revenue is included in other liabilities
in the Companys Condensed Consolidated Balance Sheets.
The Company derives most of its revenues from its real estate and mortgage notes receivable
portfolio. The Companys rental and mortgage interest income is recognized based on contractual
arrangements with its tenants, sponsors or borrowers. These contractual arrangements generally
fall into three categories: leases, mortgage notes receivable, and property operating agreements as
described in the following paragraphs. The Company may accrue late fees based on the contractual
terms of a lease or note. Such fees, if accrued, are included in master lease rent, property
operating income, or mortgage interest income in the Companys Condensed Consolidated Statements of
Operations, based on the type of contractual agreement.
Rental Income
Rental income related to non-cancelable operating leases is recognized as earned over the life
of the lease agreements on a straight-line basis. The Companys lease agreements generally include
provisions for stated annual increases or increases based on a Consumer Price Index. The Companys
multi-tenant office lease arrangements also generally allow for operating expense recoveries which
the Company calculates and bills to its tenants. Rental income from properties under master lease
arrangements with tenants is included in master lease rent and rental income from properties with
multi-tenant office lease arrangements is included in property operating income in the Companys
Condensed Consolidated Statements of Operations.
Interest Income
Mortgage interest income and notes receivable interest income are recognized based on the
interest rates and maturity date or amortization period specific to each note. Loan origination
fees received are deferred and are recognized in mortgage interest income over the estimated life
of the loan.
Property Operating Income
The Company has eight real estate properties subject to property operating agreements that
obligate the sponsoring health system to provide to the Company a minimum return on the Companys
investment in the property in exchange for the right to be involved in the operating decisions of
the property, including tenancy. If the minimum return is not achieved through normal operations
of the property, the sponsor is responsible to the Company for the shortfall under the terms of
these agreements. The Company recognizes any shortfall income in other operating income in the
Companys Condensed Consolidated Statements of Operations.
6
Notes to Condensed Consolidated Financial Statements-Continued
Accumulated Other Comprehensive Loss
A company must include certain items in comprehensive income (loss), such as foreign currency
translation adjustments, minimum pension liability adjustments, and unrealized gains or losses on
available-for-sale securities. The Companys accumulated other comprehensive loss includes pension
liability adjustments, which are generally recognized in the fourth quarter of each year.
Income Taxes
The Company intends at all times to qualify as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended. Accordingly, no provision has been made for federal
income taxes. The Company must distribute at least 90% per annum of its REIT taxable income to its
stockholders and meet other requirements to continue to qualify as a REIT.
The Company must pay certain state income taxes which are generally included in general and
administrative expense in the Companys Condensed Consolidated Statements of Operations.
The Company classifies interest and penalties related to uncertain tax positions, if any, in
its Condensed Consolidated Financial Statements as a component of general and administrative
expense.
Incentive Plans
The Company has various outstanding employee and non-employee stock-based awards, including
restricted stock issued under its incentive plans, and options granted to employees pursuant to its
employee stock purchase plan (the Employee Stock Purchase Plan). The Company recognizes
compensation expense for these awards based on the grant date fair value of the awards ratably over
the requisite service period.
Accounting for Defined Benefit Pension Plans
The Company has a retirement plan (the Executive Retirement Plan) under which three of the
Companys founding officers may receive certain benefits upon retirement. The plan is unfunded and
benefits will be paid from cash flows of the Company. The maximum annual benefits payable to each
individual under the Executive Retirement Plan have been frozen at $896,000, subject to
cost-of-living adjustments. The Company recognizes pension expense on an accrual basis over an
estimated service period. The Company calculates pension expense and the corresponding liability
annually on the measurement date (December 31) which requires certain assumptions, such as a
discount rate and the recognition of actuarial gains and losses.
The Company also had a pension plan under which the Companys non-employee directors would
receive certain retirement benefits. That plan was terminated in 2009 and during 2010 lump sum
payments totaling $2.6 million were made to those directors who participated in the plan.
Operating Leases
As described in more detail in the Companys Annual Report on Form 10-K for the year ended
December 31, 2010, the Company is obligated under operating lease agreements consisting primarily
of its corporate office lease and various ground leases related to the Companys real estate
investments where the Company is the lessee.
Discontinued Operations and Assets Held for Sale
The Company sells properties from time to time due to a variety of factors, including among
other things, market conditions or the exercise of purchase options by tenants. The operating
results of properties that have been sold or are held for sale are reported as discontinued
operations in the Companys Condensed Consolidated Statements of Operations. A company must report
discontinued operations when a component of an entity has either been disposed of or is deemed to
be held for sale if (i) both the operations and cash flows of the component have been or will be
eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity
will not have any significant continuing involvement in the operations of the component after the
disposal transaction. Long-lived assets classified as held for sale in the Companys Condensed
Consolidated Balance Sheets are reported at the lower of their carrying amount or their estimated
fair value less cost to sell. Further, depreciation of these assets ceases at the time the assets
are classified as discontinued operations. Losses resulting from the sale or anticipated sale of
such properties are characterized as impairment losses
7
Notes to Condensed Consolidated Financial Statements-Continued
relating to discontinued operations in the Companys Condensed Consolidated Statements of
Operations. See Note 3 for a detail of the Companys assets held for sale and discontinued
operations.
Land Held for Development
Land held for development, which is included in construction in progress in the Companys
Condensed Consolidated Balance Sheets, includes parcels of land owned by the Company, upon which
the Company intends to develop and own outpatient healthcare facilities.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset, or paid to
transfer a liability, in an orderly transaction between market participants. In calculating fair
value, a company must maximize the use of observable market inputs, minimize the use of
unobservable market inputs and disclose in the form of an outlined hierarchy the details of such
fair value measurements.
A hierarchy of valuation techniques is defined to determine whether the inputs to a fair value
measurement are considered to be observable or unobservable in a marketplace. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs reflect the
Companys market assumptions. This hierarchy requires the use of observable market data when
available. These inputs have created the following fair value hierarchy:
Level 1 quoted prices for identical instruments in active markets;
Level 2 quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived valuations in
which significant inputs and significant value drivers are observable in active markets; and
Level 3 fair value measurements derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
Real Estate Properties
Real estate properties are recorded at cost. Cost at the time of the acquisition is
allocated between land, buildings, tenant improvements, lease and other intangibles, and personal
property based upon estimated fair values at the time of acquisition.
Periodically, the Company will eliminate fully-depreciated real estate lease intangible assets
that were initially recorded as part of the Companys real estate acquisition accounting against
accumulated depreciation. During the second quarter of 2011, the Company eliminated approximately
$40.0 million of its fully amortized real estate lease intangibles against accumulated depreciation.
The Company also capitalizes direct construction and development costs, including interest, to
all consolidated real estate properties that are under construction and substantive activities are
ongoing to prepare the asset for its intended use. The Company considers a building as
substantially complete and held available for occupancy upon the completion of tenant improvements,
but no later than one year from cessation of major construction activity. Costs incurred after a
project is substantially complete and ready for its intended use, or after development activities
have ceased, are expensed as incurred.
Mortgage Loans
Loans receivable may be classified as held-for-investment or held-for-sale based on a lenders
intent and ability to hold the loans. Loans held-for-investment are carried at amortized cost and
are reduced by valuation allowances for estimated credit losses as necessary. Loans held-for-sale
are carried at the lower of cost or fair value. All of the Companys loans receivable are
classified as held-for-investment.
Allowance for Doubtful Accounts and Credit Losses
Management monitors the aging and collectibility of its accounts receivable balances on an
ongoing basis. Whenever deterioration in the timeliness of payment from a tenant or sponsor is
noted, management investigates and
8
Notes to Condensed Consolidated Financial Statements-Continued
determines the reason(s) for the delay. Considering all information gathered, managements
judgment is exercised in determining whether a receivable is potentially uncollectible and, if so,
how much or what percentage may be uncollectible. Among the factors management considers in
determining collectibility are: the type of contractual arrangement under which the receivable was
recorded (e.g., a triple net lease, a gross lease, a sponsor guaranty agreement, or some other type
of agreement); the tenants reason for slow payment; industry influences under which the tenant
operates; evidence of willingness and ability of the tenant to pay the receivable;
credit-worthiness of the tenant; collateral, security deposit, letters of credit or other monies
held as security; tenants historical payment pattern; other contractual agreements between the
tenant and the Company; relationship between the tenant and the Company; the state in which the
tenant operates; and the existence of a guarantor and the willingness and ability of the guarantor
to pay the receivable. Considering these factors and others, management concludes whether all or
some of the aged receivable balance is likely uncollectible. Upon determining that some portion of
the receivable is likely uncollectible, the Company records a provision for bad debts for the
amount it expects will be uncollectible. When efforts to collect a receivable are exhausted, the
receivable amount is charged off against the allowance.
The Company also evaluates collectibility of its mortgage notes and notes receivable and
records an allowance on the notes as necessary. A loan is impaired when it is probable that a
creditor will be unable to collect all amounts due according to the contractual terms of the loan
as scheduled, including both contractual interest and principal payments. If a mortgage loan or
note receivable becomes past due, the Company will review the specific circumstances and may
discontinue the accrual of interest on the loan. The loan is not returned to accrual status until
the debtor has demonstrated the ability to continue debt service in accordance with the contractual
terms. Loans placed on non-accrual status will be accounted for either on a cash basis, in which
income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash
receipts reduce the carrying value of the loan, based on the Companys expectation of future
collectability.
New Pronouncements
In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update
(ASU) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires companies to
retrospectively present comprehensive income either in a single continuous statement of
comprehensive income or in two separate but consecutive statements, and eliminates the current
option of presenting components of comprehensive income as part of the statement of changes in
stockholders equity. ASU 2011-05 also will require companies to present on the face of the
financial statements reclassification adjustments for items that are reclassified from other
comprehensive income to net income. ASU 2011-05 will be effective for the Company on January 1,
2012 although early adoption is permitted. The adoption of ASU 2011-05 will not have a material
impact on the Companys results of operations or financial position.
Note 2. Real Estate and Mortgage Notes Receivable Investments
The Company had investments of approximately $2.7 billion in 216 real estate properties and
mortgage notes receivable as of June 30, 2011, excluding assets classified as held for sale and
including an investment in one unconsolidated joint venture. The Companys 203 owned real estate
properties, excluding assets classified as held for sale, are located in 28 states and comprise
approximately 13.4 million total square feet. The table below details the Companys investments.
9
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Gross Investment |
|
|
Square Feet |
|
(Dollars and Square Feet in thousands) |
|
Investments |
|
|
Amount |
|
|
% |
|
|
Footage |
|
|
% |
|
|
Owned properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office/outpatient |
|
|
27 |
|
|
$ |
220,777 |
|
|
|
7.9 |
% |
|
|
1,204 |
|
|
|
9.0 |
% |
Inpatient |
|
|
14 |
|
|
|
328,788 |
|
|
|
12.0 |
% |
|
|
1,072 |
|
|
|
7.9 |
% |
Other |
|
|
2 |
|
|
|
9,545 |
|
|
|
0.3 |
% |
|
|
92 |
|
|
|
0.7 |
% |
|
|
|
|
|
|
43 |
|
|
|
559,110 |
|
|
|
20.2 |
% |
|
|
2,368 |
|
|
|
17.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office/outpatient |
|
|
8 |
|
|
|
83,065 |
|
|
|
3.0 |
% |
|
|
624 |
|
|
|
4.7 |
% |
|
|
|
|
|
|
8 |
|
|
|
83,065 |
|
|
|
3.0 |
% |
|
|
624 |
|
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-tenanted with occupancy leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office/outpatient |
|
|
139 |
|
|
|
1,598,621 |
|
|
|
58.5 |
% |
|
|
8,954 |
|
|
|
66.9 |
% |
Medical
office/outpatient -
stabilization in
progress |
|
|
8 |
|
|
|
235,026 |
|
|
|
8.6 |
% |
|
|
808 |
|
|
|
6.0 |
% |
Other |
|
|
2 |
|
|
|
19,648 |
|
|
|
0.7 |
% |
|
|
256 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
149 |
|
|
|
1,853,295 |
|
|
|
67.8 |
% |
|
|
10,018 |
|
|
|
74.8 |
% |
Construction in progress |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office/outpatient |
|
|
3 |
|
|
|
83,968 |
|
|
|
3.1 |
% |
|
|
378 |
|
|
|
2.9 |
% |
Land held for development |
|
|
|
|
|
|
20,773 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
104,741 |
|
|
|
3.9 |
% |
|
|
378 |
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate property |
|
|
|
|
|
|
15,037 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total owned properties |
|
|
203 |
|
|
|
2,615,248 |
|
|
|
95.4 |
% |
|
|
13,388 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office/outpatient |
|
|
9 |
|
|
|
49,714 |
|
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
Inpatient |
|
|
2 |
|
|
|
32,889 |
|
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
Other |
|
|
1 |
|
|
|
40,000 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
122,603 |
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
Unconsolidated joint venture: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
1 |
|
|
|
1,266 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1,266 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate investments |
|
|
216 |
|
|
$ |
2,739,117 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans
A summary of the Companys mortgage loans is shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
December 31, 2010 |
|
|
|
Principal |
|
|
Unamortized |
|
|
|
|
|
|
Principal |
|
|
Unamortized |
|
|
|
|
(Dollars in thousands) |
|
Balance |
|
|
Fees |
|
|
Total |
|
|
Balance |
|
|
Fees |
|
|
Total |
|
|
Construction mortgage
loans |
|
$ |
61,551 |
|
|
$ |
246 |
|
|
$ |
61,305 |
|
|
$ |
18,409 |
|
|
$ |
430 |
|
|
$ |
17,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other mortgage loans |
|
|
61,298 |
|
|
|
|
|
|
|
61,298 |
|
|
|
18,620 |
|
|
|
|
|
|
|
18,620 |
|
|
|
|
|
|
$ |
122,849 |
|
|
$ |
246 |
|
|
$ |
122,603 |
|
|
$ |
37,029 |
|
|
$ |
430 |
|
|
$ |
36,599 |
|
|
|
|
All of the Companys mortgage notes receivable are classified as held-for-investment
based on managements intent and ability to hold the loans until maturity. As such, the loans are
carried at amortized cost. At June 30, 2011, the Company has recorded allowances on interest
receivables totaling $0.2 million on two construction mortgage notes receivable with principal
balances totaling $4.4 million as of June 30, 2011 and has placed those mortgages on non-accrual
status. Also, at June 30, 2011, approximately $72.9 million, or 59.5%, and $24.0 million, or
19.6%, respectively, of the
10
Notes to Condensed Consolidated Financial Statements-Continued
Companys mortgage notes receivable were due from affiliates of Ladco and United Trust Fund
which is developing the two build-to-suit facilities affiliated with Mercy Health.
Note 3. Acquisitions and Dispositions
Real Estate Acquisitions
On June 29, 2011, the Company entered into an agreement to purchase a portfolio of eight
outpatient buildings in Virginia from affiliates of Woolfolk Medical Group, LLC for an aggregate
purchase price of approximately $160.7 million, including the assumption of debt of approximately
$58.4 million. Concurrent with the acquisitions, the Company will also prepay ground rent of
approximately $12.8 million. Bon Secours Health System (BSHS) and its affiliates lease
approximately 40% of the total square footage of the portfolio. BSHS is a not-for-profit, A-
rated, health system, based in Marriottsville, Maryland, that generates $2.8 billion in revenue and
operates 18 acute care hospitals with approximately 2,938 beds throughout 15 markets in seven
states. The seven properties on BSHS hospital campuses and the one off-campus property comprise
595,000 square feet and were approximately 96% leased at June 30, 2011. On June 30, 2011, the
Company acquired one of the eight buildings for cash consideration of approximately $34.8 million,
including prepaid ground rent of approximately $2.9 million, and also made earnest money deposits
totaling approximately $2.4 million for the remaining seven buildings. The Company expects that
the acquisitions of the remaining buildings, for additional cash consideration of approximately
$78.5 million, will occur in a series of closings through the end of the third quarter of 2011,
subject to customary closing conditions.
The Company has expensed a total of approximately $0.9 million in project costs related to the
acquisition of this portfolio, including approximately $0.3 million and $0.6 million, respectively,
expensed during the three and six months ended June 30, 2011. The purchase price allocation
reflected in the Companys Condensed Consolidated Financial Statements for the building acquired on
June 30, 2011 is preliminary and is pending information necessary to complete the valuation of real
estate and intangible assets, which may result in a change from the initial estimate. The Company
expects that the allocation of the purchase price will be finalized during the third quarter of
2011.
Mortgage Note Financings
On June 30, 2011, the Company entered into two construction mortgage loans to fund the
development of two build-to-suit facilities affiliated with Mercy Health. The two projects include
a 200,000 square foot medical office building in Oklahoma with a construction budget of
approximately $91.2 million and a 186,000 square foot orthopedic surgical facility in Missouri with
a construction budget of approximately $111.4 million. The loans have stated interest rates of
6.75% and are scheduled to mature upon substantial completion which is estimated to be in the
latter half of 2013. The Company has agreed to acquire the facilities upon substantial completion
of construction at a price equal to the amount outstanding under the mortgage notes. The
facilities are leased by affiliates of Mercy Health under 14-year absolute net leases with options
to purchase the buildings contingent on certain provisions in the lease agreements. Mercy Health,
based in St. Louis, Missouri is the eighth largest Catholic healthcare system in the U.S., has a
net worth of more than $2 billion, and maintains a AA- credit rating. Mercy Health operates 26
acute care hospitals and two heart hospitals in a seven-state area. On June 30, 2011, the Company
funded approximately $24.0 million toward the development of the two facilities, with the remaining
$178.6 million expected to be funded over a 28-month period.
During the first quarter of 2011, the Company originated the following mortgage notes
receivable:
|
|
|
a $40.0 million mortgage loan that is secured by a multi-tenanted office building
located in Iowa that was 94% leased at the time the mortgage was originated. The
mortgage loan requires interest only payments through maturity, has a stated fixed
interest rate of 7.7% and matures in January 2014; |
|
|
|
a $2.7 million mortgage note receivable with the purchaser in conjunction with the
disposal of a medical office building located in Florida as discussed below. The loan
has a stated fixed interest rate of 7.0% and matures in March 2016; and |
|
|
|
a $3.7 million loan for the construction of a medical office building located in
Missouri. The loan has a stated interest rate of 11.0% and matures in 2012. The
Company had funded $1.4 million on the loan as of June 30, 2011. |
Also, during the three and six months ended June 30, 2011, the Company funded approximately
$10.4 million and $17.8 million, respectively, on existing construction mortgage loans.
11
Notes to Condensed Consolidated Financial Statements-Continued
Purchase
of Noncontrolling Interests
In March 2011, the Company purchased from the noncontrolling interest holder the remaining 20%
equity interest in its HR Ladco Holdings, LLC joint venture and the remaining 1.25% equity interest
in its Lakewood MOB, LLC joint venture, for a total aggregate purchase price of $5.1 million. The
book value of the noncontrolling interests prior to the equity purchase was $3.6 million.
Concurrent with these purchases, the noncontrolling interest holder repaid a loan receivable to the
Company totaling $3.5 million. The loan receivable had been secured by the noncontrolling joint
venture interests. The Company had previously consolidated these joint ventures in its financial
statements. HR Ladco Holdings, LLC at March 31, 2011 owned nine 100% leased outpatient facilities
located in Iowa with an aggregate investment of approximately $87.6 million and 369,000 square
feet. Lakewood MOB, LLC is constructing two medical office buildings and a parking garage located
in Colorado with an aggregate budget of approximately $54.9 million.
The following table details the Companys acquisitions for the six months ended June 30, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note Receivable |
|
|
Mortgage Note |
|
|
Noncontrolling |
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
|
Date Acquired |
|
|
Cash Consideration |
|
|
Real Estate |
|
|
Repayment |
|
|
Financing |
|
|
interests |
|
|
APIC |
|
|
Other |
|
|
Square Footage |
|
|
Real estate acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virginia |
|
|
06/30/2011 |
|
|
$ |
34.8 |
|
|
$ |
32.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2.8 |
|
|
|
142,000 |
|
Purchase of noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakewood MOB, LLC |
|
|
03/15/2011 |
|
|
$ |
0.5 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.2 |
|
|
$ |
|
|
|
$ |
0.3 |
|
|
|
|
|
HR Ladco Holdings,
LLC |
|
|
03/31/2011 |
|
|
|
0.8 |
|
|
|
|
|
|
|
(3.5 |
) |
|
|
|
|
|
|
3.4 |
|
|
|
1.5 |
|
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
|
|
|
|
(3.5 |
) |
|
|
|
|
|
|
3.6 |
|
|
|
1.5 |
|
|
|
(0.3 |
) |
|
|
|
|
Mortgage note financings (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iowa |
|
|
01/03/2011 |
|
|
|
40.0 |
|
|
|
|
|
|
|
|
|
|
|
40.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida |
|
|
02/03/2011 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Missouri |
|
|
03/24/2011 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Missouri |
|
|
06/30/2011 |
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oklahoma |
|
|
06/30/2011 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.1 |
|
|
|
|
|
|
|
|
|
|
|
68.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
104.2 |
|
|
$ |
32.0 |
|
|
$ |
(3.5 |
) |
|
$ |
68.1 |
|
|
$ |
3.6 |
|
|
$ |
1.5 |
|
|
$ |
2.5 |
|
|
|
142,000 |
|
|
|
|
|
|
|
(1) |
|
Amounts in table include fundings through June 30, 2011. |
Asset Dispositions
During the first quarter of 2011, the Company disposed of the following properties:
|
|
|
a 35,761 square foot medical office building in Maryland in which the Company had a
net investment of approximately $3.5 million. The Company received approximately $3.4
million in net proceeds and recorded a $0.1 million impairment charge on the disposal. |
|
|
|
a 28,861 square foot physician clinic in Florida in which the Company had a net
investment of approximately $3.1 million. The Company received approximately $0.4
million in net cash proceeds, originated a $2.7 million mortgage note receivable with
the purchaser as discussed above, and recognized an immaterial gain on the disposition. |
12
Notes to Condensed Consolidated Financial Statements-Continued
The following table details the Companys dispositions for the three and six months ended June
30, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Real Estate |
|
|
Mortgage Note |
|
|
Gain/ |
|
|
|
|
(Dollars in millions) |
|
Date Disposed |
|
|
Net Proceeds |
|
|
Investment |
|
|
Receivable |
|
|
(Loss) |
|
|
Square Footage |
|
|
Real estate dispositions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland |
|
|
01/19/2011 |
|
|
$ |
3.4 |
|
|
$ |
3.5 |
|
|
$ |
|
|
|
$ |
(0.1 |
) |
|
|
35,761 |
|
Florida |
|
|
02/03/2011 |
|
|
|
0.4 |
|
|
|
3.1 |
|
|
|
(2.7 |
) |
|
|
|
|
|
|
28,861 |
|
|
|
|
|
|
|
|
Total dispositions |
|
|
|
|
|
$ |
3.8 |
|
|
$ |
6.6 |
|
|
$ |
(2.7 |
) |
|
$ |
(0.1 |
) |
|
|
64,622 |
|
|
|
|
|
|
|
|
Potential Dispositions
In the fourth quarter of 2010, the Company received notice from a tenant of its intent to
purchase six skilled nursing facilities in Michigan and Indiana pursuant to purchase options
contained in its leases with the Company. The Companys aggregate net investment in the buildings,
which are classified as held for sale, was approximately $8.2 million at June 30, 2011. The
aggregate purchase price for the properties is expected to be approximately $17.3 million,
resulting in an expected net gain of approximately $9.1 million. The Company expects the sale to
close during the third quarter of 2011.
Discontinued Operations and Assets Held for Sale
During the first quarter of 2011, the Company sold one property in Florida and one property in
Maryland and reclassified one property located in Tennessee that was previously classified as held
for sale to held for use upon execution of a long-term lease. The Companys gross investment in
the Tennessee property was approximately $1.1 million ($0.5 million, net) at June 30, 2011.
The tables below detail the assets, liabilities, and results of operations included in
discontinued operations on the Companys Condensed Consolidated Statements of Operations and in
assets and liabilities of discontinued operations on the Companys Condensed Consolidated Balance
Sheets. At June 30, 2011 and December 31, 2010, the Company had eight and 11 properties,
respectively, classified as held for sale, including the six properties discussed above in
Potential Dispositions. Of the 11 properties classified as held for sale at December 31, 2010,
two of the properties were sold and one was reclassified to held for use during the first quarter
of 2011.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Balance Sheet data (as of the period ended): |
|
|
|
|
|
|
|
|
Land |
|
$ |
4,766 |
|
|
$ |
7,099 |
|
Buildings, improvements and lease intangibles |
|
|
27,117 |
|
|
|
35,424 |
|
Personal property |
|
|
425 |
|
|
|
429 |
|
|
|
|
|
|
|
|
|
|
|
32,308 |
|
|
|
42,952 |
|
Accumulated depreciation |
|
|
(15,883 |
) |
|
|
(19,447 |
) |
|
|
|
|
|
|
|
Assets held for sale, net |
|
|
16,425 |
|
|
|
23,505 |
|
|
|
|
|
|
|
|
|
|
Other assets, net (including receivables) |
|
|
60 |
|
|
|
410 |
|
|
|
|
|
|
|
|
Assets of discontinued operations, net |
|
|
60 |
|
|
|
410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale and discontinued operations, net |
|
$ |
16,485 |
|
|
$ |
23,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
107 |
|
|
$ |
229 |
|
Other liabilities |
|
|
108 |
|
|
|
194 |
|
|
|
|
|
|
|
|
Liabilities of discontinued operations |
|
$ |
215 |
|
|
$ |
423 |
|
|
|
|
|
|
|
|
13
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Statements of Operations data (for the period ended): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master lease rent |
|
$ |
669 |
|
|
$ |
888 |
|
|
$ |
1,337 |
|
|
$ |
2,749 |
|
Property operating |
|
|
135 |
|
|
|
592 |
|
|
|
375 |
|
|
|
1,206 |
|
Straight-line rent |
|
|
(1 |
) |
|
|
9 |
|
|
|
(1 |
) |
|
|
(7 |
) |
Other operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
803 |
|
|
|
1,489 |
|
|
|
1,711 |
|
|
|
3,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
2 |
|
|
|
4 |
|
|
|
3 |
|
|
|
6 |
|
Property operating |
|
|
303 |
|
|
|
543 |
|
|
|
705 |
|
|
|
1,104 |
|
Bad debt, net |
|
|
|
|
|
|
21 |
|
|
|
15 |
|
|
|
21 |
|
Depreciation |
|
|
|
|
|
|
374 |
|
|
|
|
|
|
|
761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
305 |
|
|
|
942 |
|
|
|
723 |
|
|
|
1,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income, net |
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
498 |
|
|
|
730 |
|
|
|
988 |
|
|
|
2,281 |
|
Impairment |
|
|
|
|
|
|
|
|
|
|
(147 |
) |
|
|
|
|
Gain on sales of real estate properties |
|
|
|
|
|
|
1,525 |
|
|
|
36 |
|
|
|
4,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Discontinued Operations |
|
$ |
498 |
|
|
$ |
2,255 |
|
|
$ |
877 |
|
|
$ |
6,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Discontinued Operations per Common Share Basic |
|
$ |
0.01 |
|
|
$ |
0.04 |
|
|
$ |
0.02 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Discontinued Operations per Common Share Diluted |
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4. Notes and Bonds Payable
The table below details the Companys notes and bonds payable as of June 30, 2011 and December
31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
Dec. 31, |
|
|
Maturity |
|
|
Contractual |
|
|
Principal |
|
|
Interest |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Dates |
|
|
Interest Rates |
|
|
Payments |
|
|
Payments |
|
|
Unsecured Credit Facility due 2012 |
|
$ |
123,000 |
|
|
$ |
|
|
|
|
9/12 |
|
|
LIBOR + 2.80% |
|
At maturity |
|
Quarterly |
Senior Notes due 2011, including premium |
|
|
|
|
|
|
278,311 |
|
|
|
|
|
|
|
8.125 |
% |
|
At maturity |
|
Semi-Annual |
Senior Notes due 2014, net of discount |
|
|
264,298 |
|
|
|
264,227 |
|
|
|
4/14 |
|
|
|
5.125 |
% |
|
At maturity |
|
Semi-Annual |
Senior Notes due 2017, net of discount |
|
|
298,340 |
|
|
|
298,218 |
|
|
|
1/17 |
|
|
|
6.500 |
% |
|
At maturity |
|
Semi-Annual |
Senior Notes due 2021, net of discount |
|
|
396,930 |
|
|
|
396,812 |
|
|
|
1/21 |
|
|
|
5.750 |
% |
|
At maturity |
|
Semi-Annual |
Mortgage notes payable, net of discount and
including premiums |
|
|
169,061 |
|
|
|
170,287 |
|
|
|
4/13-10/30 |
|
|
|
5.000%-7.625 |
% |
|
Monthly |
|
Monthly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,251,629 |
|
|
$ |
1,407,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys various debt agreements contain certain representations, warranties, and
financial and other covenants customary in such loan agreements. Among other things, these
provisions require the Company to maintain certain financial ratios and minimum tangible net worth
and impose certain limits on the Companys ability to incur indebtedness and create liens or
encumbrances. At June 30, 2011, the Company was in compliance with the financial covenant
provisions under all of its various debt instruments.
Unsecured Credit Facility due 2012
In 2009, the Company entered into an amended and restated $550.0 million unsecured credit
facility (the Unsecured Credit Facility) with a syndicate of 16 lenders that matures on September
30, 2012. Amounts outstanding under the Unsecured Credit Facility bear interest at a rate equal to
(x) LIBOR or the base rate (defined as the highest of (i) the Federal Funds Rate plus 0.5%; (ii)
the Bank of America prime rate and (iii) LIBOR) plus (y) a margin ranging from
14
Notes to Condensed Consolidated Financial Statements-Continued
2.15% to 3.20% (2.80% at June 30, 2011) for LIBOR-based loans and 0.90% to 1.95% for base rate
loans (1.55% at June 30, 2011), based upon the Companys unsecured debt ratings. In addition, the
Company pays a facility fee per annum on the aggregate amount of commitments. The facility fee is
0.40% per annum, unless the Companys credit rating falls below a BBB-/Baa3, at which point the
facility fee would be 0.50%. At June 30, 2011, the Company had $123.0 million outstanding under
the Unsecured Credit Facility with a weighted average interest rate of approximately 2.99% and had
borrowing capacity remaining, under its financial covenants, of approximately $427.0 million.
Senior Notes due 2011
On March 28, 2011, the Company redeemed its unsecured senior notes due 2011 (the Senior Notes
due 2011) at a redemption price equal to an aggregate of $289.4 million, consisting of outstanding
principal of $278.2 million, accrued interest as of the redemption date of $9.2 million, and a
make-whole amount of approximately $2.0 million for the early extinguishment of the debt, which
was approximately equal to the interest that would have been paid between the redemption date and
the maturity date. The Senior Notes due 2011, issued in 2001, bore interest at 8.125% per annum,
payable semi-annually on May 1 and November 1, and were due to mature on May 1, 2011. The
unamortized net gain on these notes was fully amortized upon redemption.
Senior Notes due 2014
In 2004, the Company issued $300.0 million of unsecured senior notes due 2014 (the Senior
Notes due 2014) that bear interest at 5.125% per annum, payable semi-annually on April 1 and
October 1, and are due on April 1, 2014, unless redeemed earlier by the Company. The Senior Notes
due 2014 were issued at a discount of approximately $1.5 million, yielding an effective interest
rate of 5.19% per annum. In previous years, the Company repurchased approximately $35.3 million of
the Senior Notes due 2014 and amortized a pro-rata portion of the discount upon the repurchases.
The following table reconciles the balance of the Senior Notes due
2014 on the Companys Condensed
Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Senior Notes due 2014 face value |
|
$ |
264,737 |
|
|
$ |
264,737 |
|
Unaccreted discount |
|
|
(439 |
) |
|
|
(510 |
) |
|
|
|
Senior Notes due 2014 carrying amount |
|
$ |
264,298 |
|
|
$ |
264,227 |
|
|
|
|
Senior Notes due 2017
In 2009, the Company issued $300.0 million of unsecured senior notes due 2017 (the Senior
Notes due 2017) that bear interest at 6.50% per annum, payable semi-annually on January 17 and
July 17, and are due on January 17, 2017, unless redeemed earlier by the Company. The Senior Notes
due 2017 were issued at a discount of approximately $2.0 million, yielding an effective interest
rate of 6.618% per annum. For the quarter ended June 30, 2011, the Company amortized approximately
$0.1 million of the discount which is included in interest
expense on the Companys Condensed Consolidated
Statements of Operations. The following table reconciles the balance of the Senior Notes due 2017
on the Companys Condensed Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Senior Notes due 2017 face value |
|
$ |
300,000 |
|
|
$ |
300,000 |
|
Unaccreted discount |
|
|
(1,660 |
) |
|
|
(1,782 |
) |
|
|
|
Senior Notes due 2017 carrying amount |
|
$ |
298,340 |
|
|
$ |
298,218 |
|
|
|
|
Senior Notes due 2021
In December 2010, the Company issued $400.0 million of unsecured senior notes due 2021 (the
Senior Notes due 2021) that bear interest at 5.75%, payable semi-annually on January 15 and July
15, beginning July 15, 2011, and are due on January 15, 2021, unless redeemed earlier by the
Company. The Senior Notes due 2021 were issued at a discount of approximately $3.2 million, which
yielded a 5.855% interest rate per annum upon issuance. For the quarter ended June 30, 2011, the
Company amortized approximately $0.1 million of the discount which is included in interest expense
on the Companys Condensed Consolidated Statements of Operations. The following table reconciles the balance
of the Senior Notes due 2021 on the Companys Condensed Consolidated Balance Sheets.
15
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Senior Notes due 2021 face value |
|
$ |
400,000 |
|
|
$ |
400,000 |
|
Unaccreted discount |
|
|
(3,070 |
) |
|
|
(3,188 |
) |
|
|
|
Senior Notes due 2021 carrying amount |
|
$ |
396,930 |
|
|
$ |
396,812 |
|
|
|
|
Mortgage Notes Payable
The following table reconciles the Companys aggregate mortgage notes principal balance with
the Companys Condensed Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
Mortgage notes payable principal balance |
|
$ |
175,023 |
|
|
$ |
176,638 |
|
Unaccreted discount, net of premium |
|
|
(5,962 |
) |
|
|
(6,351 |
) |
|
|
|
Mortgage notes payable carrying amount |
|
$ |
169,061 |
|
|
$ |
170,287 |
|
|
|
|
16
Notes to Condensed Consolidated Financial Statements-Continued
The following table further details the Companys mortgage notes payable, with related
collateral, at June 30, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in |
|
|
|
|
|
|
|
|
|
|
Effective |
|
|
|
|
|
|
|
|
|
|
Collateral at |
|
|
Balance at |
|
|
|
Original |
|
|
Interest |
|
|
Maturity |
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
Dec. 31, |
|
(Dollars in millions) |
|
Balance |
|
|
Rate (13) |
|
|
Date |
|
|
Collateral (14) |
|
|
2011 |
|
|
2011 |
|
|
2010 |
|
|
Life Insurance Co.
(1) |
|
$ |
4.7 |
|
|
|
7.765 |
% |
|
|
1/17 |
|
|
MOB |
|
$ |
11.5 |
|
|
$ |
2.1 |
|
|
$ |
2.2 |
|
Commercial Bank (2) |
|
|
1.8 |
|
|
|
5.550 |
% |
|
|
10/30 |
|
|
OTH |
|
|
7.9 |
|
|
|
1.7 |
|
|
|
1.7 |
|
Life Insurance Co.
(3) |
|
|
15.1 |
|
|
|
5.490 |
% |
|
|
1/16 |
|
|
MOB |
|
|
32.7 |
|
|
|
13.3 |
|
|
|
13.5 |
|
Commercial Bank (4) |
|
|
17.4 |
|
|
|
6.480 |
% |
|
|
5/15 |
|
|
MOB |
|
|
19.9 |
|
|
|
14.5 |
|
|
|
14.5 |
|
Commercial Bank (5) |
|
|
12.0 |
|
|
|
6.110 |
% |
|
|
7/15 |
|
|
2 MOBs |
|
|
19.4 |
|
|
|
9.8 |
|
|
|
9.7 |
|
Commercial Bank (6) |
|
|
15.2 |
|
|
|
7.650 |
% |
|
|
7/20 |
|
|
MOB |
|
|
20.2 |
|
|
|
12.8 |
|
|
|
12.8 |
|
Life Insurance Co.
(7) |
|
|
1.5 |
|
|
|
6.810 |
% |
|
|
7/16 |
|
|
MOB |
|
|
2.2 |
|
|
|
1.1 |
|
|
|
1.2 |
|
Commercial Bank (8) |
|
|
12.9 |
|
|
|
6.430 |
% |
|
|
2/21 |
|
|
MOB |
|
|
20.5 |
|
|
|
11.4 |
|
|
|
11.5 |
|
Investment Fund (9) |
|
|
80.0 |
|
|
|
7.250 |
% |
|
|
12/16 |
|
|
15 MOBs |
|
|
154.0 |
|
|
|
78.8 |
|
|
|
79.2 |
|
Life Insurance Co.
(10) |
|
|
7.0 |
|
|
|
5.530 |
% |
|
|
1/18 |
|
|
MOB |
|
|
14.5 |
|
|
|
3.8 |
|
|
|
4.0 |
|
Investment Co. (11) |
|
|
15.9 |
|
|
|
6.550 |
% |
|
|
4/13 |
|
|
MOB |
|
|
23.3 |
|
|
|
15.4 |
|
|
|
15.6 |
|
Investment Co. (12) |
|
|
4.6 |
|
|
|
5.250 |
% |
|
|
9/15 |
|
|
MOB |
|
|
6.9 |
|
|
|
4.4 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
333.0 |
|
|
$ |
169.1 |
|
|
$ |
170.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Payable in monthly installments of principal and interest based on a 20-year
amortization with the final payment due at maturity. |
|
(2) |
|
Payable in monthly installments of principal and interest based on a 27-year
amortization with the final payment due at maturity. |
|
(3) |
|
Payable in monthly installments of principal and interest based on a 10-year
amortization with the final payment due at maturity. |
|
(4) |
|
Payable in monthly installments of principal and interest based on a 10-year
amortization with the final payment due at maturity. The unaccreted portion of the $2.7
million discount recorded on this note upon acquisition is included in the balance above. |
|
(5) |
|
Payable in monthly installments of principal and interest based on a 10-year
amortization with the final payment due at maturity. The unaccreted portion of the $2.1
million discount recorded on this note upon acquisition is included in the balance above. |
|
(6) |
|
Payable in monthly installments of interest only for 24 months and then installments of
principal and interest based on an 11-year amortization with the final payment due at
maturity. The unaccreted portion of the $2.4 million discount recorded on this note upon
acquisition is included in the balance above. |
|
(7) |
|
Payable in monthly installments of principal and interest based on a 9-year
amortization with the final payment due at maturity. The unaccreted portion of the $0.2
million discount recorded on this note upon acquisition is included in the balance above. |
|
(8) |
|
Payable in monthly installments of principal and interest based on a 12-year
amortization with the final payment due at maturity. The unaccreted portion of the $1.0
million discount recorded on this note upon acquisition is included in the balance above. |
|
(9) |
|
Payable in monthly installments of principal and interest based on a 30-year
amortization with a 7-year initial term (maturity 12/01/16) and the option to extend the
initial term for two, one-year floating rate extension terms. |
|
(10) |
|
Payable in monthly installments of principal and interest based on a 15-year
amortization with the final payment due at maturity. The Company acquired this mortgage
note in an acquisition during the third quarter 2010. |
|
(11) |
|
Payable in monthly installments of principal and interest based on a 30-year
amortization with the option to extend for three years at a fixed rate of 6.75%. The
unamortized portion of the $0.5 million premium recorded on this note upon acquisition is
included in the balance above. |
|
(12) |
|
Payable in monthly installments of principal and interest with a balloon payment of
$4.0 million due at maturity. |
|
(13) |
|
The contractual interest rates ranged from 5.00% to 7.625% at June 30, 2011. |
|
(14) |
|
MOB-Medical office building; OTH-Other. |
17
Notes to Condensed Consolidated Financial Statements-Continued
Long-Term Debt Maturities
Future maturities of the Companys notes and bonds payable as of June 30, 2011 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
Net Accretion/ |
|
|
Notes and |
|
|
|
|
(Dollars in thousands) |
|
Maturities |
|
|
Amortization (1) |
|
|
Bonds Payable |
|
|
% |
|
|
2011 (remaining) |
|
$ |
1,665 |
|
|
$ |
(720 |
) |
|
$ |
945 |
|
|
|
0.1 |
% |
2012 (2) |
|
|
126,491 |
|
|
|
(1,508 |
) |
|
|
124,983 |
|
|
|
10.0 |
% |
2013 |
|
|
18,284 |
|
|
|
(1,738 |
) |
|
|
16,546 |
|
|
|
1.3 |
% |
2014 |
|
|
268,460 |
|
|
|
(1,786 |
) |
|
|
266,674 |
|
|
|
21.3 |
% |
2015 |
|
|
32,632 |
|
|
|
(1,443 |
) |
|
|
31,189 |
|
|
|
2.5 |
% |
2016 and thereafter |
|
|
815,228 |
|
|
|
(3,936 |
) |
|
|
811,292 |
|
|
|
64.8 |
% |
|
|
|
|
|
$ |
1,262,760 |
|
|
$ |
(11,131 |
) |
|
$ |
1,251,629 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(1) |
|
Includes discount accretion and premium amortization related to the Companys Senior Notes due 2014, Senior
Notes due 2017, Senior Notes due 2021 and six mortgage notes payable. |
|
(2) |
|
Includes $123.0 million outstanding on the Companys Unsecured Credit Facility. |
Note 5. Other Assets
Other assets consist primarily of prepaid assets, straight-line rent receivables, intangible
assets and receivables. Items included in other assets on the Companys Condensed Consolidated
Balance Sheets are detailed in the table below.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
(Dollars in millions) |
|
2011 |
|
|
2010 |
|
|
Prepaid assets |
|
$ |
31.3 |
|
|
$ |
27.9 |
|
Straight-line rent receivables |
|
|
29.5 |
|
|
|
27.0 |
|
Above-market intangible assets, net |
|
|
13.2 |
|
|
|
13.4 |
|
Deferred financing costs, net |
|
|
10.0 |
|
|
|
12.0 |
|
Accounts receivable |
|
|
6.3 |
|
|
|
6.1 |
|
Goodwill |
|
|
3.5 |
|
|
|
3.5 |
|
Equity investment in joint venture cost method |
|
|
1.3 |
|
|
|
1.3 |
|
Customer relationship intangible assets, net |
|
|
1.1 |
|
|
|
1.2 |
|
Notes receivable |
|
|
0.3 |
|
|
|
3.8 |
|
Allowance for uncollectible accounts |
|
|
(1.3 |
) |
|
|
(1.2 |
) |
Other |
|
|
5.4 |
|
|
|
1.5 |
|
|
|
|
|
|
$ |
100.6 |
|
|
$ |
96.5 |
|
|
|
|
Equity investment in joint venture
At June 30, 2011, the Company had an investment in one unconsolidated joint venture, which the
Company accounts for under the cost method since the Company does not exert significant influence.
The joint venture, which invests in real estate properties, is included in other assets on the
Companys Condensed Consolidated Balance Sheets, and the related distributions received are
included in interest and other income, net on the Companys Condensed Consolidated Statements of
Operations.
18
Notes to Condensed Consolidated Financial Statements-Continued
Note 6. Commitments and Contingencies
Construction in Progress
As of June 30, 2011, the Company had three medical office buildings under construction with
estimated completion dates ranging from the fourth quarter of 2011 to the first quarter of 2012.
During the second quarter of 2011, construction of a parking garage associated with the two medical
office buildings under construction in Colorado was substantially completed totaling approximately
$10.6 million and was placed into service. The table below details the Companys construction in
progress and land held for development as of June 30, 2011. The information included in the table
below represents managements estimates and expectations at June 30, 2011 which are subject to
change. The Companys disclosures regarding certain projections or estimates of completion dates
may not reflect actual results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
Property |
|
|
|
|
|
|
|
|
|
|
CIP at |
|
|
Estimated |
|
|
Estimated |
|
|
|
Completion |
|
|
Type |
|
|
|
|
|
|
Approximate |
|
|
June 30, |
|
|
Remaining |
|
|
Total |
|
State |
|
Date |
|
|
(1) |
|
|
Properties |
|
|
Square Feet |
|
|
2011 |
|
|
Funding |
|
|
Investment |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under construction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington |
|
|
4Q 2011 |
|
|
MOB |
|
|
1 |
|
|
|
191,051 |
|
|
$ |
63,175 |
|
|
$ |
29,025 |
|
|
$ |
92,200 |
|
Colorado |
|
|
4Q 2011 |
|
|
MOB |
|
|
1 |
|
|
|
96,093 |
|
|
|
10,982 |
|
|
|
11,676 |
|
|
|
22,658 |
|
Colorado |
|
|
1Q 2012 |
|
|
MOB |
|
|
1 |
|
|
|
90,579 |
|
|
|
9,811 |
|
|
|
11,786 |
|
|
|
21,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land held for development: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
377,723 |
|
|
$ |
104,741 |
|
|
$ |
52,487 |
|
|
$ |
136,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
MOB-Medical office building. |
Other Construction
The Company had approximately $29.3 million in various first-generation tenant improvement
budgeted amounts remaining as of June 30, 2011 related to properties that were developed by the
Company.
In late June 2011, the Company
became aware of the financial instability of the general contractor on a development project in South Dakota being funded
by the Company under a construction mortgage loan to an affiliate of the general contractor. As a result, the Company took
control of the project in July 2011, engaged an unrelated third-party contractor and will continue to fund the ongoing
development. The Company has identified unpaid subcontractors and advanced billings by the previous general contractor
that may result in duplicative payments needed to complete the project of up to $4.3 million. The Company has a variable
interest in the borrower of the mortgage loan and has concluded that it became the primary beneficiary of the VIE upon the
change in control in July 2011. Therefore, the Company will begin consolidating the construction project in July 2011,
resulting in a reclassification of the project to construction in progress from a mortgage note receivable. Upon
consolidating the construction project, the Company will be required to record the project at fair value.
To the extent the fair value of the construction
related assets differs from the amount drawn on the mortgage note, the
Company would be required to record a loss or gain.
The project is
100% leased to an AA- rated health system and the lease commences upon completion of the construction. The fair value
recorded by the Company will not impact the Companys expectations that the project will generate a yield
within historic ranges for investments of this type.
In addition, the same general
contractor served in the same capacity on the two wholly-owned medical office buildings in Colorado included in construction
in progress. In July 2011, the Company also engaged an unrelated third-party contractor to oversee the remaining construction
of the two projects. The Company has identified approximately $0.9 million of advanced contractor billings and is currently
assessing whether all funds advanced were appropriately applied to work invoiced subsequent to the advance. The Company
has not yet concluded whether duplicative payments will be needed to complete the projects which, if occurs, would result
in a loss. The Company expects these projects will generate a positive yield within historical ranges for similar projects.
The Company had remaining funding
commitments totaling $217.8 million on eight construction loans as of June 30, 2011, including commitments on the South Dakota construction loan discussed above. The Company expects
that the remaining commitments on the loans will be funded during the remainder of 2011 through 2013.
Legal Proceedings
Two affiliates of the Company, HR Acquisition of Virginia Limited Partnership and HRT
Holdings, Inc., were defendants in a lawsuit brought by Fork Union Medical Investors Limited
Partnership, Goochland Medical Investors Limited Partnership, and Life Care Centers of America,
Inc., as plaintiffs, in the Circuit Court of Davidson County, Tennessee. The plaintiffs alleged
that they overpaid rent between 1991 and 2003 under leases for two skilled nursing facilities in
Virginia and sought a refund of such overpayments. Plaintiffs were seeking up to $2.0 million,
plus pre- and post-judgment interest and attorneys fees. The two leases were terminated by
agreement in 2003. The Company denied that it was liable to the plaintiffs and filed a motion for
summary judgment seeking dismissal of the case. The court granted
19
Notes to Condensed Consolidated Financial Statements-Continued
the Companys motion for summary judgment at a hearing on June 3, 2011 and the case was dismissed
with prejudice by order entered on July 20, 2011. The plaintiffs may appeal the dismissal of the
case by filing a notice of appeal with the Tennessee Court of Appeals on or before August 19, 2011.
The Company is, from time to time, involved in litigation arising out of the ordinary course
of business or which is expected to be covered by insurance. The Company is not aware of any other
pending or threatened litigation that, if resolved against the Company, would have a material
adverse effect on the Companys consolidated financial position, results of operations, or cash
flows.
Note 7. Stockholders Equity
The following table provides a reconciliation of total equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
Cumulative |
|
|
|
|
|
|
Total |
|
|
Non |
|
|
|
|
(Dollars in thousands, |
|
Common |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Net |
|
|
Cumulative |
|
|
Stockholders |
|
|
controlling |
|
|
Total |
|
except per share data) |
|
Stock |
|
|
Capital |
|
|
Loss |
|
|
Income |
|
|
Dividends |
|
|
Equity |
|
|
Interests |
|
|
Equity |
|
|
Balance at Dec. 31, 2010 |
|
$ |
661 |
|
|
$ |
1,641,379 |
|
|
$ |
(5,269 |
) |
|
$ |
796,165 |
|
|
$ |
(1,593,926 |
) |
|
$ |
839,010 |
|
|
$ |
3,730 |
|
|
$ |
842,740 |
|
Issuance of common stock |
|
|
103 |
|
|
|
223,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,084 |
|
|
|
|
|
|
|
224,084 |
|
Common stock redemption |
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
(51 |
) |
Stock-based
compensation |
|
|
1 |
|
|
|
1,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,602 |
|
|
|
|
|
|
|
1,602 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,778 |
) |
|
|
|
|
|
|
(3,778 |
) |
|
|
27 |
|
|
|
(3,751 |
) |
Other comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,751 |
) |
Dividends to common
stockholders
($0.60 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,570 |
) |
|
|
(42,570 |
) |
|
|
|
|
|
|
(42,570 |
) |
Distributions to
noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(247 |
) |
|
|
(247 |
) |
Proceeds from
noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
76 |
|
Purchase of noncontrolling
interest in
consolidated joint
ventures |
|
|
|
|
|
|
(1,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,469 |
) |
|
|
(3,586 |
) |
|
|
(5,055 |
) |
|
|
|
Balance at June 30, 2011 |
|
$ |
765 |
|
|
$ |
1,865,441 |
|
|
$ |
(5,269 |
) |
|
$ |
792,387 |
|
|
$ |
(1,636,496 |
) |
|
$ |
1,016,828 |
|
|
$ |
|
|
|
$ |
1,016,828 |
|
|
|
|
20
Notes to Condensed Consolidated Financial Statements-Continued
Common Stock
The following table provides a reconciliation of the beginning and ending common stock
outstanding for the six months ended June 30, 2011 and the year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Year Ended |
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Balance, beginning of period |
|
|
66,071,424 |
|
|
|
60,614,931 |
|
Issuance of common stock |
|
|
10,303,351 |
|
|
|
5,287,098 |
|
Restricted stock-based awards, net of forfeitures |
|
|
93,075 |
|
|
|
169,395 |
|
|
|
|
|
|
|
|
Balance, end of period |
|
|
76,467,850 |
|
|
|
66,071,424 |
|
|
|
|
|
|
|
|
At-The-Market Equity Offering Program
Since December 2008, the Company has had in place an at-the-market equity offering program to
sell shares of its common stock from time to time in at-the-market sales transactions. During the
six months ended June 30, 2011, the Company sold 10,287,800 shares of common stock under this
program at prices ranging from $20.27 per share to $23.63 per share, generating approximately
$223.9 million in net proceeds.
Between
June 30, 2011 and August 8, 2011, the Company sold 1,360,900 shares of common stock,
generating approximately $27.7 million in net proceeds,
resulting in 2,791,300 authorized shares
remaining to be sold under the program.
Common Stock Dividends
During the first six months of 2011, the Company declared and paid common stock dividends
aggregating $0.60 per share.
On August 2, 2011, the Company declared a quarterly common stock dividend in the amount of
$0.30 per share payable on September 1, 2011 to stockholders of record on August 18, 2011.
Earnings (Loss) Per Common Share
The table below sets forth the computation of basic and diluted earnings (loss) per common
share for the three and six months ended June 30, 2011 and 2010.
21
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Weighted average Common Shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding |
|
|
73,476,473 |
|
|
|
62,648,117 |
|
|
|
70,550,070 |
|
|
|
61,961,051 |
|
Unvested restricted stock |
|
|
(1,441,319 |
) |
|
|
(1,307,378 |
) |
|
|
(1,440,527 |
) |
|
|
(1,306,144 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares Outstanding Basic |
|
|
72,035,154 |
|
|
|
61,340,739 |
|
|
|
69,109,543 |
|
|
|
60,654,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares Basic |
|
|
72,035,154 |
|
|
|
61,340,739 |
|
|
|
69,109,543 |
|
|
|
60,654,907 |
|
Dilutive effect of restricted stock |
|
|
1,045,698 |
|
|
|
975,990 |
|
|
|
|
|
|
|
958,973 |
|
Dilutive effect of employee stock purchase plan |
|
|
68,380 |
|
|
|
65,680 |
|
|
|
|
|
|
|
76,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares Outstanding Diluted |
|
|
73,149,232 |
|
|
|
62,382,409 |
|
|
|
69,109,543 |
|
|
|
61,690,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
1,513 |
|
|
$ |
4,259 |
|
|
$ |
(4,628 |
) |
|
$ |
4,671 |
|
Noncontrolling interests share in net income |
|
|
|
|
|
|
(40 |
) |
|
|
(27 |
) |
|
|
(105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to
common shareholders |
|
|
1,513 |
|
|
|
4,219 |
|
|
|
(4,655 |
) |
|
|
4,566 |
|
Discontinued operations |
|
|
498 |
|
|
|
2,255 |
|
|
|
877 |
|
|
|
6,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
|
$ |
2,011 |
|
|
$ |
6,474 |
|
|
$ |
(3,778 |
) |
|
$ |
11,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (Loss) Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
(0.07 |
) |
|
$ |
0.08 |
|
Discontinued operations |
|
|
0.01 |
|
|
|
0.04 |
|
|
|
0.02 |
|
|
|
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
|
$ |
0.03 |
|
|
$ |
0.11 |
|
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings (Loss) Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.02 |
|
|
$ |
0.07 |
|
|
$ |
(0.07 |
) |
|
$ |
0.08 |
|
Discontinued operations |
|
|
0.01 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
|
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
|
$ |
0.03 |
|
|
$ |
0.10 |
|
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The dilutive effect of restricted stock totaling 1,034,520 shares and options under the
Employee Stock Purchase Plan to purchase the Companys stock totaling 81,935 shares were excluded
from the calculation of diluted loss per common share for the six months ended June 30, 2011
because the effect was anti-dilutive due to the net loss from continuing operations incurred during
the period.
Incentive Plans
The Company has various stock-based incentive plans for its employees and directors. Awards
under these plans include restricted stock issued to employees and the Companys directors and
options granted to employees pursuant to its Employee Stock Purchase Plan. In May 2011, an annual
restricted stock grant was made to each non-employee director equal to a market value of
approximately $76,000.
22
Notes to Condensed Consolidated Financial Statements-Continued
A summary of the activity under the incentive plans for the three and six months ended June
30, 2011 and 2010 is included in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
Stock-based awards, beginning of period |
|
|
1,436,811 |
|
|
|
1,299,148 |
|
|
|
1,379,243 |
|
|
|
1,224,779 |
|
Granted |
|
|
27,400 |
|
|
|
30,889 |
|
|
|
106,569 |
|
|
|
107,620 |
|
Vested |
|
|
(16,000 |
) |
|
|
(18,586 |
) |
|
|
(26,675 |
) |
|
|
(20,948 |
) |
Forfeited |
|
|
|
|
|
|
|
|
|
|
(10,926 |
) |
|
|
|
|
|
|
|
Stock-based awards, end of period |
|
|
1,448,211 |
|
|
|
1,311,451 |
|
|
|
1,448,211 |
|
|
|
1,311,451 |
|
|
|
|
Under the Companys Employee Stock Purchase Plan, in January of each year each eligible
employee is granted an option to purchase up to $25,000 of Common Stock at the lesser of 85% of the
market price on the date of grant or 85% of the market price on the date of exercise of such
option. The number of shares subject to each years option becomes fixed on the date of grant.
Options granted under the Employee Stock Purchase Plan expire if not exercised within 27 months
after each such options date of grant. The Company recorded approximately $0.2 million to general
and administrative expenses during the first quarter of 2011 relating to the annual grant of
options to its employees under the Employee Stock Purchase Plan. On April 1, 2011, options to
purchase 166,207 shares of Common Stock expired that had not been exercised.
A summary of the activity under the Employee Stock Purchase Plan for the six months ended June
30, 2011 and 2010 is included in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
Outstanding and exercisable, beginning of period |
|
|
626,480 |
|
|
|
576,660 |
|
|
|
392,517 |
|
|
|
335,608 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
261,960 |
|
|
|
256,080 |
|
Exercised |
|
|
(2,654 |
) |
|
|
(2,074 |
) |
|
|
(7,245 |
) |
|
|
(5,442 |
) |
Forfeited |
|
|
(9,376 |
) |
|
|
(7,819 |
) |
|
|
(32,782 |
) |
|
|
(19,479 |
) |
Expired |
|
|
(166,207 |
) |
|
|
(136,536 |
) |
|
|
(166,207 |
) |
|
|
(136,536 |
) |
|
|
|
Outstanding and exercisable, end of period |
|
|
448,243 |
|
|
|
430,231 |
|
|
|
448,243 |
|
|
|
430,231 |
|
|
|
|
Note 8. Defined Benefit Pension Plans
The Companys Executive Retirement Plan provides benefits upon retirement for three of the
Companys founding officers. The plan is unfunded and benefits will be paid from cash flows of the
Company. The maximum annual benefits payable to each individual under the Executive Retirement
Plan have been frozen at $896,000, subject to cost-of-living adjustments. As of June 30, 2011 only
the Companys Chief Executive Officer was eligible to retire under the Executive Retirement Plan.
Net periodic benefit cost recorded related to the Companys pension plans for the three and
six months ended June 30, 2011 and 2010 is detailed in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Service costs |
|
$ |
17 |
|
|
$ |
13 |
|
|
$ |
34 |
|
|
$ |
26 |
|
Interest costs |
|
|
212 |
|
|
|
229 |
|
|
|
426 |
|
|
|
471 |
|
Amortization of net gain/loss |
|
|
232 |
|
|
|
145 |
|
|
|
464 |
|
|
|
332 |
|
Effect of settlement |
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
(35 |
) |
|
|
|
Total recognized in net
periodic benefit cost |
|
$ |
461 |
|
|
$ |
352 |
|
|
$ |
924 |
|
|
$ |
794 |
|
|
|
|
23
Notes to Condensed Consolidated Financial Statements-Continued
Note 9. Other Operating Income
Other operating income on the Companys Condensed Consolidated Statements of Operations
generally includes guaranty revenue recognized under its property operating agreements, interest
income on notes receivable, and other items as detailed in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Property operating agreement guaranty revenue |
|
$ |
1,824 |
|
|
$ |
1,819 |
|
|
$ |
3,799 |
|
|
$ |
3,710 |
|
Interest income on notes receivable |
|
|
140 |
|
|
|
205 |
|
|
|
379 |
|
|
|
378 |
|
Management fee income |
|
|
38 |
|
|
|
46 |
|
|
|
76 |
|
|
|
90 |
|
Other |
|
|
52 |
|
|
|
32 |
|
|
|
104 |
|
|
|
94 |
|
|
|
|
|
|
$ |
2,054 |
|
|
$ |
2,102 |
|
|
$ |
4,358 |
|
|
$ |
4,272 |
|
|
|
|
Note 10. Taxable Income
Taxable Income
The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code of
1986, as amended. To qualify as a REIT, the Company must meet a number of organizational and
operational requirements, including a requirement that it distribute at least 90% of its annual
taxable income to its stockholders.
As a REIT, the Company generally will not be subject to federal income tax on taxable income
it distributes currently to its stockholders. Accordingly, no provision for federal income taxes
has been made in the accompanying Condensed Consolidated Financial Statements. If the Company
fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at
regular corporate rates, including any applicable alternative minimum tax, and may not be able to
qualify as a REIT for four subsequent taxable years. Even if the Company qualifies as a REIT, it
may be subject to certain state and local taxes on its income and property and to federal income
and excise tax on its undistributed taxable income.
Earnings and profits, the current and accumulated amounts of which determine the taxability of
distributions to stockholders, vary from net income (loss) attributable to common stockholders and
taxable income because of different depreciation recovery periods and methods, and other
items.
The following table reconciles the Companys consolidated net income (loss) attributable to
common stockholders to taxable income for the three and six months ended June 30, 2011 and
2010.
24
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Net income (loss) attributable to common
stockholders |
|
$ |
2,011 |
|
|
$ |
6,474 |
|
|
$ |
(3,778 |
) |
|
$ |
11,068 |
|
Reconciling items to taxable income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
4,194 |
|
|
|
5,088 |
|
|
|
9,519 |
|
|
|
10,140 |
|
Gain or loss on disposition of depreciable assets |
|
|
78 |
|
|
|
809 |
|
|
|
(2,098 |
) |
|
|
7,084 |
|
Straight-line rent |
|
|
(1,009 |
) |
|
|
(631 |
) |
|
|
(2,149 |
) |
|
|
(1,112 |
) |
Receivable allowances |
|
|
324 |
|
|
|
61 |
|
|
|
720 |
|
|
|
(594 |
) |
Stock-based compensation |
|
|
1,298 |
|
|
|
184 |
|
|
|
2,684 |
|
|
|
1,359 |
|
Other |
|
|
5,955 |
|
|
|
(1,787 |
) |
|
|
7,044 |
|
|
|
(1,062 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income (1) |
|
$ |
12,851 |
|
|
$ |
10,198 |
|
|
$ |
11,942 |
|
|
$ |
26,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
$ |
22,325 |
|
|
$ |
18,953 |
|
|
$ |
42,570 |
|
|
$ |
37,370 |
|
|
|
|
|
|
|
(1) |
|
Before REIT dividend paid deduction. |
State Income Taxes
State income tax expense and state income tax payments for the three and six months ended June
30, 2011 and 2010 are detailed in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
State income tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas gross margin tax |
|
$ |
108 |
|
|
$ |
117 |
|
|
$ |
227 |
|
|
$ |
228 |
|
Other |
|
|
(126 |
) |
|
|
48 |
|
|
|
(83 |
) |
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total state income tax expense |
|
$ |
(18 |
) |
|
$ |
165 |
|
|
$ |
144 |
|
|
$ |
324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State income tax payments, net of refunds |
|
$ |
481 |
|
|
$ |
497 |
|
|
$ |
503 |
|
|
$ |
491 |
|
|
|
|
The Texas gross margin tax is a tax on gross receipts from operations in Texas. The
Company understands that the Securities and Exchange Commission views this tax as an income tax.
As such, the Company has disclosed the Texas gross margin tax in the table above. The Company does
not necessarily agree with the Securities and Exchange Commissions position concerning the Texas
gross margin tax.
On May 25, 2011, the Michigan Business Tax was replaced with a flat corporate income tax
effective for January 1, 2012. Management believes that the new tax will incorporate the dividends
paid deduction and thus is expected to eliminate its tax liability in Michigan effective for 2012.
Additionally, this legislation repeals the tax associated with the Companys deferred tax liability
previously recorded, resulting in a reduction of state income tax expense reflected in the table
above of approximately $0.2 million in the second quarter of 2011.
Note 11. Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, receivables and payables are reasonable
estimates of their fair value as of June 30, 2011 and December 31, 2010 due to their short-term
nature. The fair value of notes and bonds payable is estimated using cash flow analyses, based on
the Companys current interest rates for similar types of borrowing arrangements. The fair value of
mortgage notes and notes receivable is estimated either based on cash flow analyses at an assumed
market rate of interest or at a rate consistent with the rates on mortgage notes acquired by the
Company recently or notes receivable entered into by the Company recently. The table below details
the fair value and carrying values for notes and bonds payable, mortgage notes receivable and notes
receivable at June 30, 2011 and December 31, 2010.
25
Notes to Condensed Consolidated Financial Statements-Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
December 31, 2010 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
(Dollars in millions) |
|
value |
|
|
value |
|
|
value |
|
|
value |
|
|
Notes and bonds payable |
|
$ |
1,251.6 |
|
|
$ |
1,323.0 |
|
|
$ |
1,407.9 |
|
|
$ |
1,460.2 |
|
Mortgage notes receivable |
|
$ |
122.6 |
|
|
$ |
117.6 |
|
|
$ |
36.6 |
|
|
$ |
35.9 |
|
Notes receivable, net of allowances |
|
$ |
0.3 |
|
|
$ |
0.3 |
|
|
$ |
3.8 |
|
|
$ |
3.8 |
|
26
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of
Operations. |
Disclosure Regarding Forward-Looking Statements
This report and other materials the Company has filed or may file with the Securities and
Exchange Commission, as well as information included in oral statements or other written statements
made, or to be made, by senior management of the Company, contain, or will contain, disclosures
that are forward-looking statements. Forward-looking statements include all statements that do
not relate solely to historical or current facts and can be identified by the use of words such as
may, will, expect, believe, anticipate, target, intend, plan, estimate,
project, continue, should, could and other comparable terms. These forward-looking
statements are based on the current plans and expectations of management and are subject to a
number of risks and uncertainties, including the risks, as described in the Companys Annual Report
on Form 10-K for the year ended December 31, 2010 that could significantly affect the Companys
current plans and expectations and future financial condition and results.
The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Stockholders and
investors are cautioned not to unduly rely on such forward-looking statements when evaluating the
information presented in the Companys filings and reports, including, without limitation,
estimates and projections regarding the performance of development projects the Company is
pursuing.
For a detailed discussion of the Companys risk factors, please refer to the Companys filings
with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year
ended December 31, 2010.
Business Overview
The Company is a self-managed and self-administered REIT that owns, acquires, manages,
finances and develops income-producing real estate properties associated primarily with the
delivery of outpatient healthcare services throughout the United States. Management believes that
by providing a complete spectrum of real estate services, the Company can differentiate its
competitive market position, expand its asset base and increase revenues over time.
The Companys revenues are primarily derived from rentals on its healthcare real estate
properties. The Company incurs operating and administrative expenses, including compensation,
office rent and other related occupancy costs, as well as various expenses incurred in connection
with managing its existing portfolio and acquiring additional properties. The Company also incurs
interest expense on its various debt instruments and depreciation and amortization expense on its
real estate portfolio.
The Companys real estate portfolio, diversified by geography and tenancy, helps mitigate its
exposure to fluctuating economic conditions, tenant and sponsor credit risks and changes in
clinical practice and reimbursement patterns.
Executive Overview
In addition to the transactions disclosed below, the Company is working on other development
and acquisition opportunities, some of which are hospital sales of medical office buildings and
others involving third-parties or developers monetizing their holdings. Also, during the second
quarter of 2011, the Company funded $16.8 million related to its construction projects, $24.0
million in new mortgage notes and $10.4 million on existing mortgage notes.
At June 30, 2011, the Companys leverage ratio [debt divided by (debt plus stockholders
equity less intangible assets plus accumulated depreciation)] was approximately 45.6% and its
borrowings outstanding under the Unsecured Credit Facility totaled $123.0 million with a capacity
remaining under its financial covenants of approximately $427.0 million.
Trends and Matters Impacting Operating Results
Management monitors factors and trends important to the Company and the REIT industry in order
to gauge the potential impact on the operations of the Company. In addition to the matters
discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2010, below
are some of the factors and trends that management believes may impact future operations of the
Company.
27
Acquisitions
The Company entered into an agreement on June 29, 2011 to acquire eight medical office
buildings in Virginia for an aggregate purchase price of approximately $160.7 million, including
the assumption of debt of approximately $58.4 million. The Company acquired one of the buildings
for cash consideration of approximately $34.8 million, including prepaid ground rent of
approximately $2.9 million, on June 30, 2011 and expects to acquire the remaining seven buildings
in a series of closings during the third quarter of 2011. Also, during the first six months of
2011, the Company funded $68.1 million in mortgage notes receivable with interest rates ranging
from 6.75% to 11.0% and funded approximately $17.8 million on existing construction mortgage loans.
During the first quarter of 2011, the Company acquired the remaining 20% noncontrolling equity
interest in the HR Ladco Holdings, LLC joint venture and the remaining 1.25% noncontrolling equity
interest in the Lakewood MOB, LLC joint venture, for a total purchase price of $5.1 million.
Concurrent with these purchases, the noncontrolling interest holder repaid a loan receivable to the
Company totaling $3.5 million. The loan receivable had been secured by the noncontrolling
interests.
See Note 3 to the Condensed Consolidated Financial Statements for more information on these
acquisitions.
Dispositions
During the first quarter of 2011, the Company disposed of two medical office buildings in
which the Company had an aggregate net investment of approximately $6.6 million. Net cash proceeds
from these dispositions were used to repay outstanding balances on the Unsecured Credit Facility.
See Note 3 to the Condensed Consolidated Financial Statements for more details on these
dispositions.
Potential Dispositions
In the fourth quarter of 2010, the Company received notice from a tenant of its intent to
purchase six skilled nursing facilities in Michigan and Indiana pursuant to purchase options
contained in its leases with the Company. The Companys aggregate net investment in the buildings,
which are classified as held for sale, was approximately $8.2 million at June 30, 2011. The
aggregate purchase price for the properties is expected to be approximately $17.3 million,
resulting in an expected net gain of approximately $9.1 million. The Company expects the sale to
close during the third quarter of 2011.
Development Activity
At June 30, 2011, the Company had funded $104.7 million related to the construction of three
medical office buildings with budgets totaling approximately $136.5 million. The Company expects
completion of the core and shell of the three buildings ranging from the fourth quarter of 2011 to
the first quarter of 2012.
The Company had approximately $29.3 million in various first-generation tenant improvement
budgeted amounts remaining as of June 30, 2011 related to properties that were developed by the
Company.
In late June 2011, the Company became aware of the financial instability of the general contractor on a development project
in South Dakota being funded by the Company under a construction mortgage loan to an affiliate of the general contractor.
As a result, the Company took control of the project in July 2011, engaged an unrelated third-party contractor and will
continue to fund the ongoing development. The Company has identified unpaid subcontractors and advanced billings by the
previous general contractor that may result in duplicative payments needed to complete the project of up to $4.3 million.
The Company has a variable interest in the borrower of the mortgage loan and has concluded that it became the primary
beneficiary of the VIE upon the change in control in July 2011. Therefore, the Company will begin consolidating the
construction project in July 2011, resulting in a reclassification of the project to construction in progress from a
mortgage note receivable. Upon consolidating the construction project, the Company will be required to record the project
at fair value. To the extent the fair value of the construction
related assets differs from the amount drawn on the mortgage note, the
Company would be required to record a loss or gain. The project is 100% leased to an AA- rated health system and the lease commences upon completion of the
construction. The fair value recorded by the Company will not impact the Companys expectations that the project will
generate a yield within historic ranges for investments of this type.
In addition, the same general contractor served in the same capacity on the two wholly-owned medical office buildings in
Colorado included in construction in progress. In July 2011, the Company also engaged an unrelated third-party contractor
to oversee the remaining construction of the two projects. The Company has identified approximately $0.9 million of
advanced contractor billings and is currently assessing whether all funds advanced were appropriately applied to work
invoiced subsequent to the advance. The Company has not yet concluded whether duplicative payments will be needed to
complete the projects which, if occurs, would result in a loss. The Company expects these projects will generate a
positive yield within historical ranges for similar projects.
The Company had remaining funding commitments totaling $217.8 million on eight construction loans as of June 30, 2011,
including commitments on the South Dakota construction loan discussed above. The Company expects that the remaining
commitments on the loans will be funded during the remainder of 2011 through 2013.
Expiring Leases and Financial Support Agreements
Master leases on three of the Companys properties that were set to expire during
2011 have been renewed. Leases on three other master-leased properties are expected to expire
during 2011, and the Company expects that it will not renew these leases, but will assume any
tenant leases in the buildings and manage the operations of the buildings.
During 2011, a total of 320 leases in the Companys multi-tenanted buildings are subject to
expiration, with an average size of approximately 2,723 square feet. Approximately 81% of these
leases are located in on-campus buildings, which traditionally have a higher probability of
renewal. Also, the 2011 expirations are widely distributed throughout the portfolio and are not
concentrated with one tenant, health system or location. Of the 157 leases that expired during the
six months ended June 30, 2011, nearly all of the tenants had renewed, had expressed an intention
to renew, or continued to occupy their leased space in a holdover lease arrangement.
Financial support payments totaling approximately $0.5 million per quarter on two of the
Companys properties in New Orleans will expire in September 2011. The Companys total investment
in the two buildings was approximately $10.8 million ($6.5 million, net) at June 30, 2011. The
buildings, which aggregate approximately 136,155 square feet, are adjacent to the former Methodist
Hospital in East New Orleans which has remained closed since Hurricane Katrina struck in
28
August 2005. The City of New Orleans purchased the hospital and formed a partnership with a health
system to open and operate the hospital in the future, which the Company expects will provide
additional occupancy in the buildings.
The Company expects that there could be a short-term negative impact to its results of
operations from leases and financial support arrangements that are not renewed, but anticipates
that over time it will be able to re-lease the properties or increase tenant rents to offset any
short-term decline in revenue.
Funds from Operations
Funds from Operations (FFO) and FFO per share are operating performance measures adopted by
the National Association of Real Estate Investment Trusts, Inc. (NAREIT). NAREIT defines FFO as
the most commonly accepted and reported measure of a REITs operating performance equal to net
income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Impairment charges may not be added back to net income in calculating FFO, which has
the effect of decreasing FFO in the period recorded.
Management believes FFO and FFO per share to be supplemental measures of a REITs performance
because they provide an understanding of the operating performance of the Companys properties
without giving effect to certain significant non-cash items, primarily depreciation and
amortization expense. Historical cost accounting for real estate assets in accordance with GAAP
assumes that the value of real estate assets diminishes predictably over time. However, real
estate values instead have historically risen or fallen with market conditions. The Company
believes that by excluding the effect of depreciation, amortization and gains from sales of real
estate, all of which are based on historical costs and which may be of limited relevance in
evaluating current performance, FFO and FFO per share can facilitate comparisons of operating
performance between periods. The Company reports FFO and FFO per share because these measures are
observed by management to also be the predominant measures used by the REIT industry and by
industry analysts to evaluate REITs and because FFO per share is consistently reported, discussed,
and compared by research analysts in their notes and publications about REITs. For these reasons,
management has deemed it appropriate to disclose and discuss FFO and FFO per share. However, FFO
does not represent cash generated from operating activities determined in accordance with GAAP and
is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as
an alternative to net income as an indicator of the Companys operating performance or as an
alternative to cash flow from operating activities as a measure of liquidity.
FFO for the three and six months ended June 30, 2011 was impacted unfavorably compared to
prior periods due to several items. The more significant items were:
|
|
|
increased interest expense for the three and six months ended June 30, 2011 compared
to the same periods in 2010 of approximately $1.8 million, or $0.02 per diluted common
share, and $7.7 million, or $0.11 per diluted common share, respectively, due primarily
to the issuance of the Senior Notes due 2021 in the fourth quarter of 2010; |
|
|
|
a decrease in other income for the three and six months ended June 30, 2011 due to
proceeds received in the second quarter of 2010 from the settlement of disputes with
former tenants of approximately $1.2 million, or $0.02 per diluted common share; |
|
|
|
a loss on extinguishment of debt of $2.0 million, or $0.03 per diluted common share,
recognized during the first quarter of 2011, related to the redemption of the Senior
Notes due 2011; and |
|
|
|
a loss on extinguishment of debt of $0.5 million, or $0.01 per diluted common share,
was recognized during the first quarter of 2010 related to the repurchase of a portion
of the Senior Notes due 2011. |
29
The table below reconciles FFO to net income (loss) attributable to common stockholders for
the three and six months ended June 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
Net Income (Loss) Attributable to Common Stockholders |
|
$ |
2,011 |
|
|
$ |
6,474 |
|
|
$ |
(3,778 |
) |
|
$ |
11,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sales of real estate properties |
|
|
|
|
|
|
(1,525 |
) |
|
|
(36 |
) |
|
|
(4,221 |
) |
Real estate depreciation and amortization |
|
|
20,410 |
|
|
|
17,435 |
|
|
|
40,464 |
|
|
|
34,768 |
|
|
|
|
Total adjustments |
|
|
20,410 |
|
|
|
15,910 |
|
|
|
40,428 |
|
|
|
30,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from Operations |
|
$ |
22,421 |
|
|
$ |
22,384 |
|
|
$ |
36,650 |
|
|
$ |
41,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from Operations per Common Share Basic |
|
$ |
0.31 |
|
|
$ |
0.36 |
|
|
$ |
0.53 |
|
|
$ |
0.69 |
|
|
|
|
Funds from Operations per Common Share Diluted |
|
$ |
0.31 |
|
|
$ |
0.36 |
|
|
$ |
0.52 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding Basic |
|
|
72,035,154 |
|
|
|
61,340,739 |
|
|
|
69,109,543 |
|
|
|
60,654,907 |
|
|
|
|
Weighted Average Common Shares Outstanding Diluted |
|
|
73,149,232 |
|
|
|
62,382,409 |
|
|
|
70,225,998 |
|
|
|
61,690,322 |
|
|
|
|
30
Results of Operations
Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010
The Companys results of operations for the three months ended June 30, 2011 compared to the
same period in 2010 were significantly impacted by higher interest expense and gains on sales of
real estate properties recognized during 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Change |
|
(Dollars in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
$ |
|
|
% |
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master lease rent |
|
$ |
14,434 |
|
|
$ |
13,879 |
|
|
$ |
555 |
|
|
|
4.0 |
% |
Property operating |
|
|
53,849 |
|
|
|
46,760 |
|
|
|
7,089 |
|
|
|
15.2 |
% |
Straight-line rent |
|
|
1,110 |
|
|
|
725 |
|
|
|
385 |
|
|
|
53.1 |
% |
Mortgage interest |
|
|
1,825 |
|
|
|
469 |
|
|
|
1,356 |
|
|
|
289.1 |
% |
Other operating |
|
|
2,054 |
|
|
|
2,102 |
|
|
|
(48 |
) |
|
|
-2.3 |
% |
|
|
|
|
|
|
73,272 |
|
|
|
63,935 |
|
|
|
9,337 |
|
|
|
14.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
5,158 |
|
|
|
3,542 |
|
|
|
1,616 |
|
|
|
45.6 |
% |
Property operating |
|
|
28,477 |
|
|
|
24,237 |
|
|
|
4,240 |
|
|
|
17.5 |
% |
Bad debt, net |
|
|
93 |
|
|
|
(279 |
) |
|
|
372 |
|
|
|
133.3 |
% |
Depreciation |
|
|
19,120 |
|
|
|
16,450 |
|
|
|
2,670 |
|
|
|
16.2 |
% |
Amortization |
|
|
1,770 |
|
|
|
1,332 |
|
|
|
438 |
|
|
|
32.9 |
% |
|
|
|
|
|
|
54,618 |
|
|
|
45,282 |
|
|
|
9,336 |
|
|
|
20.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(17,344 |
) |
|
|
(15,570 |
) |
|
|
(1,774 |
) |
|
|
11.4 |
% |
Interest and other income, net |
|
|
203 |
|
|
|
1,176 |
|
|
|
(973 |
) |
|
|
-82.7 |
% |
|
|
|
|
|
|
(17,141 |
) |
|
|
(14,394 |
) |
|
|
(2,747 |
) |
|
|
19.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONTINUING OPERATIONS |
|
|
1,513 |
|
|
|
4,259 |
|
|
|
(2,746 |
) |
|
|
-64.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
498 |
|
|
|
730 |
|
|
|
(232 |
) |
|
|
-31.8 |
% |
Gain on sales of real estate properties |
|
|
|
|
|
|
1,525 |
|
|
|
(1,525 |
) |
|
|
-100.0 |
% |
|
|
|
INCOME FROM DISCONTINUED OPERATIONS |
|
|
498 |
|
|
|
2,255 |
|
|
|
(1,757 |
) |
|
|
-77.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
|
2,011 |
|
|
|
6,514 |
|
|
|
(4,503 |
) |
|
|
-69.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
|
|
|
|
(40 |
) |
|
|
40 |
|
|
|
-100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
2,011 |
|
|
$ |
6,474 |
|
|
$ |
(4,463 |
) |
|
|
-68.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders Basic |
|
$ |
0.03 |
|
|
$ |
0.11 |
|
|
$ |
(0.08 |
) |
|
|
-72.7 |
% |
|
|
|
Net income attributable to common stockholders Diluted |
|
$ |
0.03 |
|
|
$ |
0.10 |
|
|
$ |
(0.07 |
) |
|
|
-70.0 |
% |
|
|
|
31
Total revenues from continuing operations for the three months ended June 30, 2011
increased $9.3 million, or 14.6%, compared to the same period in 2010, mainly for the reasons
discussed below:
Master lease rental income increased $0.6 million, or 4.0%. Master lease rental
income increased approximately $1.7 million as a result of the Companys 2010 acquisitions and
increased approximately $0.1 million mainly from contractual rent increases. These increases to
master lease rent were partially offset by a reduction of approximately $0.9 million related to
properties whose master leases had expired and the Company began recognizing the underlying tenant
rents and a reduction of approximately $0.3 million from the expiration of replacement rent from an
operator.
Property operating income increased $7.1 million, or 15.2%, due mainly to the
recognition of additional revenue of approximately $6.0 million from the Companys 2010 and 2011
real estate acquisitions and approximately $0.1 million from properties that were previously under
construction that commenced operations during 2010. Also, the Company began recognizing the
underlying tenant rental income on properties whose master leases had expired, resulting in
approximately $0.7 million in additional property operating income in the second quarter of 2011
compared to the same period in 2010.
Mortgage interest increased $1.4 million, or 289.1%, due mainly to interest earned on
fundings of new and existing mortgage notes.
Total expenses for the three months ended June 30, 2011 increased $9.3 million, or 20.6%,
compared to the same period in 2010, mainly for the reasons discussed below:
General and administrative expenses increased $1.6 million, or 45.6%. Approximately
$0.5 million of the increase resulted from a one-time reversal recorded in 2010 related to a change
in the named executive officer benefit arrangements upon retirement. Also, compensation related
costs increased approximately $0.5 million and additional project costs of approximately $0.6
million.
Property operating expense increased $4.2 million, or 17.5%, due mainly to the
recognition of additional expenses totaling approximately $2.5 million related to the Companys
2010 and 2011 real estate acquisitions and $0.4 million from properties that were previously under
construction that commenced operations during 2010. Property operating expense also increased
approximately $0.3 million for properties whose master leases expired and the Company began
incurring the underlying operating expenses of the buildings, increased $0.2 million related to
increased utilities expense and increased $0.6 million related to higher general maintenance and
repair expense.
Depreciation expense increased $2.7 million, or 16.2%, due mainly to approximately
$1.8 million in additional depreciation recognized related to the Companys 2010 real estate
acquisitions and $0.5 million related to properties previously under construction that commenced
operations during 2010. The remaining $0.4 million increase was due mainly to additional
depreciation expense recognized related to various building and tenant improvement expenditures.
Other income (expense) for the three months ended June 30, 2011 changed unfavorably by $2.7
million, or 19.1%, compared to the same period in 2010 due mainly to an increase in interest
expense of approximately $1.8 million relating mainly to the issuance of the Senior Notes due 2021
in late 2010, net of the repayment of the Senior Notes due 2011 in March 2011, and a $1.0 million
cash settlement received from a former tenant in the second quarter of 2010.
Income from discontinued operations totaled $0.5 million and $2.3 million, respectively, for
the three months ended June 30, 2011 and 2010, which includes the results of operations and gains
on sale related to assets classified as held for sale or disposed of as of June 30, 2011.
32
Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010
The Companys results of operations for the six months ended June 30, 2011 compared to the
same period in 2010 were significantly impacted by higher interest expense, losses recognized
related to the Senior Notes due 2011, and results of operations and gains on real estate properties
sold during 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Change |
|
(Dollars in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
$ |
|
|
% |
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master lease rent |
|
$ |
29,452 |
|
|
$ |
27,938 |
|
|
$ |
1,514 |
|
|
|
5.4 |
% |
Property operating |
|
|
106,203 |
|
|
|
92,290 |
|
|
|
13,913 |
|
|
|
15.1 |
% |
Straight-line rent |
|
|
2,396 |
|
|
|
1,326 |
|
|
|
1,070 |
|
|
|
80.7 |
% |
Mortgage interest |
|
|
3,474 |
|
|
|
1,107 |
|
|
|
2,367 |
|
|
|
213.8 |
% |
Other operating |
|
|
4,358 |
|
|
|
4,272 |
|
|
|
86 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
145,883 |
|
|
|
126,933 |
|
|
|
18,950 |
|
|
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
10,939 |
|
|
|
8,270 |
|
|
|
2,669 |
|
|
|
32.3 |
% |
Property operating |
|
|
56,572 |
|
|
|
48,435 |
|
|
|
8,137 |
|
|
|
16.8 |
% |
Bad debt, net |
|
|
272 |
|
|
|
(478 |
) |
|
|
750 |
|
|
|
156.9 |
% |
Depreciation |
|
|
38,015 |
|
|
|
32,654 |
|
|
|
5,361 |
|
|
|
16.4 |
% |
Amortization |
|
|
3,540 |
|
|
|
2,633 |
|
|
|
907 |
|
|
|
34.4 |
% |
|
|
|
|
|
|
109,338 |
|
|
|
91,514 |
|
|
|
17,824 |
|
|
|
19.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt |
|
|
(1,986 |
) |
|
|
(480 |
) |
|
|
(1,506 |
) |
|
|
313.8 |
% |
Interest expense |
|
|
(39,618 |
) |
|
|
(31,880 |
) |
|
|
(7,738 |
) |
|
|
24.3 |
% |
Interest and other income, net |
|
|
431 |
|
|
|
1,612 |
|
|
|
(1,181 |
) |
|
|
-73.3 |
% |
|
|
|
|
|
|
(41,173 |
) |
|
|
(30,748 |
) |
|
|
(10,425 |
) |
|
|
33.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
|
|
(4,628 |
) |
|
|
4,671 |
|
|
|
(9,299 |
) |
|
|
-199.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
988 |
|
|
|
2,281 |
|
|
|
(1,293 |
) |
|
|
-56.7 |
% |
Impairment |
|
|
(147 |
) |
|
|
|
|
|
|
(147 |
) |
|
|
|
|
Gain on sales of real estate properties |
|
|
36 |
|
|
|
4,221 |
|
|
|
(4,185 |
) |
|
|
-99.1 |
% |
|
|
|
INCOME FROM DISCONTINUED OPERATIONS |
|
|
877 |
|
|
|
6,502 |
|
|
|
(5,625 |
) |
|
|
-86.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
(3,751 |
) |
|
|
11,173 |
|
|
|
(14,924 |
) |
|
|
-133.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
(27 |
) |
|
|
(105 |
) |
|
|
78 |
|
|
|
-74.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(3,778 |
) |
|
$ |
11,068 |
|
|
$ |
(14,846 |
) |
|
|
-134.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER COMMON SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders Basic |
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
$ |
(0.23 |
) |
|
|
-127.8 |
% |
|
|
|
Net income (loss) attributable to common stockholders Diluted |
|
$ |
(0.05 |
) |
|
$ |
0.18 |
|
|
$ |
(0.23 |
) |
|
|
-127.8 |
% |
|
|
|
33
Total revenues from continuing operations for the six months ended June 30, 2011
increased $19.0 million, or 14.9%, compared to the same period in 2010, mainly for the reasons
discussed below:
Master lease income increased $1.5 million, or 5.4%. Master lease rental income
increased approximately $3.3 million as a result of the Companys 2010 real estate acquisitions.
These increases were partially offset by a decrease in master lease income of approximately $1.8
million from properties whose master leases had expired and the Company began recognizing the
underlying tenant rents in property operating income.
Property operating income increased $13.9 million, or 15.1%, due mainly to the
recognition of additional revenue of approximately $12.5 million from the Companys 2010 and 2011
real estate acquisitions and approximately $0.1 million from properties that were previously under
construction that commenced operations during 2010. Also, the Company began recognizing the
underlying tenant rental income on properties whose master leases had expired, resulting in
approximately $1.0 million in additional property operating income in 2011 compared to 2010, with
the remaining increase of approximately $0.3 million mainly resulting from new leasing activity and
contractual rent increases.
Straight-line rent increased $1.1 million, or 80.7%, due mainly to straight-line rent
recognized on leases subject to straight-lining from properties acquired in 2010 and 2011 totaling
approximately $1.4 million, partially offset by a reduction in straight-line rent recognized on
leases with contractual rent increases totaling approximately $0.3 million.
Mortgage interest increased $2.4 million, or 213.8%, due mainly to interest earned on
the funding of new and existing mortgage notes of approximately $2.8 million, partially offset by a
reduction in interest of approximately $0.5 million from the repayment of notes.
Total expenses for the six months ended June 30, 2011 increased $17.8 million, or 19.5%,
compared to the same period in 2010, mainly for the reasons discussed below:
General and administrative expenses increased $2.7 million, or 32.3%. Approximately
$1.6 million of the increase related to compensation-related expenses and approximately $0.5
million resulted from a one-time reversal in 2010 due to a change in the named executive officer
benefit arrangements upon retirement. Also, project costs increased by approximately $0.6 million,
legal fees increased approximately $0.1 million and travel costs increased approximately $0.4
million. These increases were partially offset by certain general and administrative expenses
incurred mainly related to acquisitions of real estate properties and conversions totaling
approximately $0.8 million which were classified to the operating expenses of those properties.
Property operating expense increased $8.1 million, or 16.8%, due mainly to additional
expenses of approximately $5.2 million from the Companys 2010 and 2011 real estate acquisitions.
Also, properties previously under construction that commenced operations during 2010 resulted in
approximately $0.7 million in additional property operating expenses in 2011 compared to 2010.
Property operating expense also increased approximately $0.7 million from properties whose master
leases expired, and the Company began incurring the underlying operating expenses of the buildings.
Further, certain general and administrative expenses incurred related to real estate acquisitions
and conversions totaling approximately $0.8 million were classified to property operating expense.
In addition, general maintenance and repair costs increased property operating expense by
approximately $0.9 million.
Bad debt expense increased $0.8 million due mainly to collections received in 2010 for
a receivable that was previously reserved of approximately $0.6 million and reversal of a tenant
receivable and related reserve in 2010 of approximately $0.2 million.
Depreciation expense increased $5.4 million, or 16.4%, due mainly to
approximately $3.7 million in additional depreciation recognized from the Companys 2010 and 2011
real estate acquisitions and $0.9 million related to properties previously under construction that
commenced operations during 2010. Additionally, various building and tenant improvement
expenditures increased depreciation expense approximately $0.7 million.
Amortization expense increased $0.9 million, or 34.4%, due mainly to additional
amortization expense related to the Companys 2010 acquisitions totaling approximately $1.6
million, partially offset by a decrease in amortization of approximately $0.7 million related to
certain intangibles becoming fully amortized.
34
Other income (expense) for the six months ended June 30, 2011 changed unfavorably by $10.4
million, or 33.9%, compared to the same period in 2010, mainly for the reasons discussed below:
The Company recognized a $2.0 million loss on the early extinguishment of the Senior
Notes due 2011 in the first quarter of 2011 and a $0.5 million loss on the early extinguishment of
debt related to partial repurchases of the Senior Notes due 2011 during 2010.
Interest expense increased $7.7 million, or 24.3%. Interest expense
increased approximately $11.8 million due to the issuance of the Senior Notes due 2021 in December
2010, increased approximately $0.7 million due to the mortgage notes assumed as part of the real estate
acquisitions in 2010, increased approximately $0.9 million related to reduction in capitalized
interest and increased approximately $0.5 million due to a higher weighted average balance on the
Credit Facility due 2012. These increases were partially offset by a decrease in interest expense
of approximately $6.0 million resulting mainly from the repayment in the first quarter of 2011 of
the Senior Notes due 2011.
Interest and other income, net for 2010 included proceeds of approximately $1.1
million related to the cash settlement of disputes with former tenants.
Income from discontinued operations totaled $0.9 million and $6.5 million, respectively, for
the six months ended June 30, 2011 and 2010, which includes the results of operations, impairments,
and gains on sale related to assets classified as held for sale or disposed of as of June 30, 2011.
Liquidity and Capital Resources
The Company derives most of its revenues from its real estate property portfolio based on
contractual arrangements with its tenants and sponsors. The Company may, from time to time, also
generate funds from capital market financings, sales of real estate properties or mortgages,
borrowings under the Unsecured Credit Facility, or from other private debt or equity offerings.
For the six months ended June 30, 2011, the Company generated approximately $46.5 million in cash
from operations and used approximately $142.0 million in total cash in investing and financing
activities, including dividend payments of approximately $42.6 million, as detailed in the Companys Condensed Consolidated
Statements of Cash Flows.
Contractual Obligations
The Company monitors its contractual obligations to ensure funds are available to meet
obligations when due. The following table represents the Companys long-term contractual
obligations for which the Company was making payments as of June 30, 2011, including interest
payments due where applicable. The Company is also required to pay dividends to its stockholders
at least equal to 90% of its taxable income in order to maintain its qualification as a real estate
investment trust under the Internal Revenue Code of 1986, as amended. The Companys material
contractual obligations for the remainder of 2011 through 2012 are included in the table below. At
June 30, 2011, the Company had no long-term capital lease obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
2011 |
|
|
2012 |
|
|
Total |
|
|
Long-term debt obligations, including interest (1) |
|
$ |
37,423 |
|
|
$ |
193,758 |
|
|
$ |
231,181 |
|
Operating lease commitments (2) |
|
|
2,140 |
|
|
|
4,335 |
|
|
|
6,475 |
|
Construction in progress (3) |
|
|
42,978 |
|
|
|
4,391 |
|
|
|
47,369 |
|
Tenant improvements (4) |
|
|
|
|
|
|
|
|
|
|
|
|
Construction loan obligations (5) |
|
|
55,283 |
|
|
|
102,736 |
|
|
|
158,019 |
|
Pension obligations (6) |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations (7) |
|
|
78,520 |
|
|
|
|
|
|
|
78,520 |
|
|
|
|
Total contractual obligations |
|
$ |
216,344 |
|
|
$ |
305,220 |
|
|
$ |
521,564 |
|
|
|
|
|
|
|
(1) |
|
Includes estimated interest due on total debt other than on the Unsecured Credit
Facility. Note 4 to the Companys Condensed Consolidated Financial Statements provides more detail
on the Companys notes and bonds payable. |
|
(2) |
|
Includes primarily the corporate office lease and ground leases related to various properties
for which the Company is currently making payments. |
|
(3) |
|
The table above includes cash flow projections for the remainder of 2011 and 2012 related to the construction of
the three buildings currently in construction in progress but does not include budgeted amounts on those projects
that are designated for tenant improvements which the Company is not obligated to fund until tenant leases are
executed.
|
35
|
|
|
(4) |
|
The Company has various first-generation tenant improvement budgeted amounts
remaining as of June 30, 2011 of approximately $29.3 million related to properties developed by the
Company that the Company may fund for tenant improvements as leases are signed. The Company cannot
predict when or if these amounts will be expended and, therefore, has not included estimated
fundings in the table above. |
|
(5) |
|
The Companys remaining funding commitment as of June 30, 2011 on eight construction loans.
Not included in the table above is an additional $59.8 million that the Company expects will be
funded in 2013 on two of the construction loans. |
|
(6) |
|
At December 31, 2010, the last measurement date, one employee, the Companys chief executive
officer, was eligible to retire under the Executive Retirement Plan. If the chief executive
officer retired and received full retirement benefits based upon the terms of the plan, the future
benefits to be paid are estimated to be approximately $29.9 million as of December 31, 2010.
However, because the Companys chief executive officer has no present intention to retire, the
Company has not projected when the retirement benefits would be paid to the officer in this table.
At June 30, 2011, the Company had recorded a $16.4 million liability, included in other
liabilities, related to its pension plan obligations. |
|
(7) |
|
As described in Note 3 to the Condensed Consolidated Financial Statements, on June 29, 2011, the Company
entered into an agreement to purchase a portfolio of eight outpatient buildings in Virginia for an
aggregate purchase price of approximately $160.7 million, including the assumption of debt of
approximately $58.4 million. Concurrent with the acquisitions, the Company will also prepay ground
rent of approximately $12.8 million. The Company acquired one of the properties on June 30, 2011.
The amount in the table above reflects the expected cash consideration to purchase the remaining
buildings. |
As of June 30, 2011, the Companys leverage ratio [debt divided by (debt plus
stockholders equity less intangible assets plus accumulated depreciation)] was approximately
45.6%. Also, at June 30, 2011, the Company had $123.0 million outstanding under the Unsecured
Credit Facility, with a weighted average interest rate of approximately 2.99%, and had borrowing
capacity remaining, under its financial covenants, of approximately $427.0 million.
The Companys fixed charge ratio, calculated in accordance with Item 503 of Regulation S-K,
includes only income from continuing operations which is reduced by depreciation and amortization
and the operating results of properties currently classified as held for sale, as well as other
income from discontinued operations. In accordance with this definition, the Companys earnings
from continuing operations for the six months ended June 30, 2011 were insufficient to cover its
fixed charges by approximately $8.8 million, with a ratio of 0.80 to 1.00. However, the Companys
earnings calculated in accordance with its covenant ratios under its Unsecured Credit Facility,
which is based on a rolling four quarter calculation, covered its fixed charges by 2.0 times.
The Companys various debt agreements contain certain representations, warranties, and
financial and other covenants customary in such debt agreements. Among other things, these
provisions require the Company to maintain certain financial ratios and minimum tangible net worth
and impose certain limits on the Companys ability to incur indebtedness and create liens or
encumbrances. At June 30, 2011, the Company was in compliance with the financial covenant
provisions under all of its various debt instruments.
Security Deposits and Letters of Credit
As of June 30, 2011, the Company had approximately $6.4 million in letters of credit, security
deposits, debt service reserves or capital replacement reserves for the benefit of the Company in
the event the obligated lessee or operator fails to make payments under the terms of their
respective lease or mortgage. Generally, the Company may, at its discretion and upon notification
to the operator or tenant, draw upon these instruments if there are any defaults under the leases
or mortgage notes.
Development Activity
At June 30, 2011, the Company had funded $104.7 million related to the construction of three
medical office buildings with budgets totaling approximately $136.5 million. The Company expects
completion of the core and shell of the three buildings ranging from the fourth quarter of 2011 to
the first quarter of 2012.
The Companys ability to complete and stabilize these facilities in a given period of time
will impact the Companys results of operations and cash flows. More favorable completion dates,
stabilization periods and rental rates will result in improved results of operations and cash
flows, while lagging completion dates, stabilization periods and rental rates will result in less
favorable results of operations and cash flows.
The Company had approximately $29.3 million in various first-generation tenant improvement
budgeted amounts remaining as of June 30, 2011 related to properties that were developed by the
Company.
36
At-The-Market Equity Offering Program
Since December 2008, the Company has had in place an at-the-market equity offering program to
sell shares of its common stock from time to time in at-the-market sales transactions. During the
six months ended June 30, 2011, the Company sold 10,287,800 shares of common stock under this
program at prices ranging from $20.27 per share to $23.63 per share, generating approximately
$223.9 million in net proceeds.
Between June 30, 2011 and August 8, 2011, the Company sold 1,360,900 shares of common stock,
generating approximately $27.7 million in net proceeds, resulting in 2,791,300 authorized shares
remaining to be sold under the program.
The proceeds from these sales were generally used to fund the Companys development
activities, redeem the 8.125% Senior Note due 2011 and repay balances outstanding under the
Unsecured Credit Facility.
Dividends
The Company expects to pay quarterly dividends of $0.30 per common share during 2011. On
August 2, 2011, the Companys Board of Directors declared a common stock cash dividend for the
three months ended June 30, 2011 of $0.30 per share, payable on September 1, 2011 to shareholders
of record on August 18, 2011. As described in the Companys Annual Report on Form 10-K for the
year ended December 31, 2010 under the heading Risk Factors, the ability of the Company to pay
dividends is dependent upon its ability to generate funds from operations and cash flows and to
make accretive new investments.
Liquidity
Net cash provided by operating activities was $46.5 million and $49.5 million for the six
months ended June 30, 2011 and 2010, respectively. The Companys cash flows are dependent upon
rental rates on leases, occupancy levels of the multi-tenanted buildings, acquisition and
disposition activity during the year, and the level of operating expenses, among other factors.
The Companys leases, which provide its main source of income and cash flow, are generally fixed in
nature, have terms of approximately one to 20 years and have annual rate increases based generally
on consumer price indices.
The Company plans to continue to meet its liquidity needs, including funding additional
investments, paying dividends, and funding debt service, with cash flows from operations,
borrowings under the Unsecured Credit Facility, proceeds from sales of real estate investments,
proceeds from debt borrowings, or additional capital market financings. The Company believes that
its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company
cannot, however, be certain that these sources of funds will continue to be available at a time and
upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.
Impact of Inflation
Inflation has not significantly affected the Companys earnings due to the moderate inflation
rate in recent years and the fact that most of the Companys leases and property operating
agreements require tenants and sponsors to pay all or some portion of the increases in operating
expenses, thereby reducing the Companys risk of the adverse effects of inflation. In addition,
inflation has the effect of increasing gross revenue the Company is to receive under the terms of
certain leases and property operating agreements. Leases and property operating agreements vary in
the remaining terms of obligations, further reducing the Companys risk of any adverse effects of
inflation. Interest payable under the Unsecured Credit Facility is calculated at a variable rate;
therefore, the amount of interest payable under the Unsecured Credit Facility is influenced by
changes in short-term rates, which tend to be sensitive to inflation. During periods where
interest rate increases outpace inflation, the Companys operating results should be negatively
impacted. Conversely, when increases in inflation outpace increases in interest rates, the
Companys operating results should be positively impacted.
37
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current
or future material effect on the Companys financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
New Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements for the impact of a new
accounting standard. The adoption of the new standard will not have a material impact on the
Companys results of operations or financial position.
38
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk. |
The Company is exposed to market risk in the form of changing interest rates on its debt and
mortgage notes and other notes receivable. Management uses regular monitoring of market conditions
and analysis techniques to manage this risk. During the three months ended June 30, 2011, there
were no material changes in the quantitative and qualitative disclosures about market risks
presented in the Companys Annual Report on Form 10-K for the year ended December 31, 2010.
|
|
|
Item 4. |
|
Controls and Procedures. |
Disclosure Controls and Procedures. The Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of
the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the
end of the period covered by this report. Based on this evaluation, the Companys Chief Executive
Officer and Chief Financial Officer have concluded that, as of the end of such period, the
Companys disclosure controls and procedures were effective in recording, processing, summarizing
and reporting, on a timely basis, information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting. There have not been any changes in the
Companys internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the Companys internal control
over financial reporting.
39
PART II OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings. |
Two affiliates of the Company, HR Acquisition of Virginia Limited Partnership and HRT
Holdings, Inc., were defendants in a lawsuit brought by Fork Union Medical Investors Limited
Partnership, Goochland Medical Investors Limited Partnership, and Life Care Centers of America,
Inc., as plaintiffs, in the Circuit Court of Davidson County, Tennessee. The plaintiffs alleged
that they overpaid rent between 1991 and 2003 under leases for two skilled nursing facilities in
Virginia and sought a refund of such overpayments. Plaintiffs were seeking up to $2.0 million,
plus pre- and post-judgment interest and attorneys fees. The two leases were terminated by
agreement in 2003. The Company denied that it was liable to the plaintiffs and filed a motion for
summary judgment seeking dismissal of the case. The court granted the Companys motion for summary
judgment at a hearing on June 3, 2011 and the case was dismissed with prejudice by order entered on
July 20, 2011. The plaintiffs may appeal the dismissal of the case by filing a notice of appeal
with the Tennessee Court of Appeals on or before August 19, 2011.
The Company is, from time to time, involved in litigation arising out of the ordinary course
of business or which is expected to be covered by insurance. The Company is not aware of any other
pending or threatened litigation that, if resolved against the Company, would have a material
adverse effect on the Companys consolidated financial position, results of operations, or cash
flows.
In addition to the other information set forth in this report, an investor should carefully
consider the factors discussed in Part I, Item 1A. Risk Factors in the Companys Annual Report on
Form 10-K for the year ended December 31, 2010, which could materially affect the Companys
business, financial condition or future results. The risks, as described in the Companys Annual
Report on Form 10-K for the year ended December 31, 2010, are not the only risks facing the
Company. Additional risks and uncertainties not currently known to management or that management
currently deems immaterial also may materially, adversely affect the Companys business, financial
condition, operating results or cash flows.
40
|
|
|
Exhibit 3.1
|
|
Second Articles of Amendment and Restatement of the Company (1) |
|
|
|
Exhibit 3.2
|
|
Amended and Restated Bylaws of the Company, as amended (2) |
|
|
|
Exhibit 4.1
|
|
Specimen Stock Certificate (1) |
|
|
|
Exhibit 4.2
|
|
Second Supplemental Indenture, dated as of March 30, 2004, by the Company to HSBC Bank USA, National
Association, as Trustee, (formerly Wachovia Bank, National Association, as Trustee) (3) |
|
|
|
Exhibit 4.3
|
|
Form of 5.125% Senior Note Due 2014 (3) |
|
|
|
Exhibit 4.4
|
|
Third Supplemental Indenture, dated December 4, 2009, by and between the Company and Regions Bank, as Trustee
(4) |
|
|
|
Exhibit 4.5
|
|
Form of 6.50% Senior Notes due 2017 (set forth in Exhibit B to the Third Supplemental Indenture filed as
Exhibit 4.7 thereto) (4) |
|
|
|
Exhibit 4.6
|
|
Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as Trustee
(5) |
|
|
|
Exhibit 4.7
|
|
Form of 5.750% Senior Notes due 2021 (set forth in Exhibit B to the Fourth Supplemental Indenture filed as
Exhibit 4.9 thereto) (5) |
|
|
|
Exhibit 11
|
|
Statement re: Computation of per share earnings (filed herewith in Note 7 to the Condensed Consolidated
Financial Statements) |
|
|
|
Exhibit 31.1
|
|
Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith) |
|
|
|
Exhibit 31.2
|
|
Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith) |
|
|
|
Exhibit 32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished herewith) |
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document (furnished herewith) |
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document (furnished herewith) |
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith) |
|
|
|
(1) |
|
Filed as an exhibit to the Companys Registration Statement on Form S-11 (Registration No.
33-60506) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by
reference. |
|
(2) |
|
Filed as an exhibit to the Companys Form 10-Q for the quarter ended September 30, 2007 and
hereby incorporated by reference. |
|
(3) |
|
Filed as an exhibit to the Companys Form 8-K filed March 29, 2004 and hereby incorporated
by reference. |
|
(4) |
|
Filed as an exhibit to the Companys Form 8-K filed December 4, 2009 and hereby
incorporated by reference. |
|
(5) |
|
Filed as an exhibit to the Companys Form 8-K filed December 13, 2010 and hereby
incorporated by reference. |
41
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
HEALTHCARE REALTY TRUST
INCORPORATED
|
|
By: |
/s/ SCOTT W. HOLMES
|
|
|
|
Scott W. Holmes |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
Date: August 8, 2011
42
|
|
|
|
|
Exhibit Index |
|
Exhibit |
|
Description |
|
Exhibit 3.1
|
|
Second Articles of Amendment and Restatement of the Company (1) |
|
|
|
Exhibit 3.2
|
|
Amended and Restated Bylaws of the Company, as amended (2) |
|
|
|
Exhibit 4.1
|
|
Specimen Stock Certificate (1) |
|
|
|
Exhibit 4.2
|
|
Second Supplemental Indenture, dated as of March 30, 2004, by the Company to HSBC Bank USA, National
Association, as Trustee, (formerly Wachovia Bank, National Association, as Trustee) (3) |
|
|
|
Exhibit 4.3
|
|
Form of 5.125% Senior Note Due 2014 (3) |
|
|
|
Exhibit 4.4
|
|
Third Supplemental Indenture, dated December 4, 2009, by and between the Company and Regions Bank, as Trustee
(4) |
|
|
|
Exhibit 4.5
|
|
Form of 6.50% Senior Notes due 2017 (set forth in Exhibit B to the Third Supplemental Indenture filed as
Exhibit 4.7 thereto) (4) |
|
|
|
Exhibit 4.6
|
|
Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as Trustee
(5) |
|
|
|
Exhibit 4.7
|
|
Form of 5.750% Senior Notes due 2021 (set forth in Exhibit B to the Fourth Supplemental Indenture filed as
Exhibit 4.9 thereto) (5) |
|
|
|
Exhibit 11
|
|
Statement re: Computation of per share earnings (filed herewith in Note 7 to the Condensed Consolidated
Financial Statements) |
|
|
|
Exhibit 31.1
|
|
Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith) |
|
|
|
Exhibit 31.2
|
|
Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith) |
|
|
|
Exhibit 32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished herewith) |
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document (furnished herewith) |
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document (furnished herewith) |
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith) |
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith) |
|
|
|
(1) |
|
Filed as an exhibit to the Companys Registration Statement on Form S-11 (Registration No.
33-60506) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by
reference. |
|
(2) |
|
Filed as an exhibit to the Companys Form 10-Q for the quarter ended September 30, 2007 and
hereby incorporated by reference. |
|
(3) |
|
Filed as an exhibit to the Companys Form 8-K filed March 29, 2004 and hereby incorporated
by reference. |
|
(4) |
|
Filed as an exhibit to the Companys Form 8-K filed December 4, 2009 and hereby
incorporated by reference. |
|
(5) |
|
Filed as an exhibit to the Companys Form 8-K filed December 13, 2010 and hereby
incorporated by reference. |
43