Medical Properties Trust Inc (MPW) 2015 Q2 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the Q2 2015 Medical Properties Trust's Earnings Conference Call. My name is [Britney] and I will be your operator for today. At this time, all participants are in listen-only mode and later we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this call is being recorded for replay purposes.

I would now like to turn the conference over to your host for today Mr. Charles Lambert. Please proceed.

Good morning. Welcome to the Medical Properties Trust conference call to discuss our second quarter 2015 financial results. With me today are Edward K. Aldag, Jr., Chairman, President and Chief Executive Officer of the Company; and Steven Hamner, Executive Vice President and Chief Financial Officer.

Our press release was distributed this morning and furnished on Form 8-K with the Securities and Exchange Commission. If you did not receive a copy, it is available on our website at www.medicalpropertiestrust.com in the Investor Relations section. Additionally, we are hosting a live webcast of today's call, which you can access in that same section.

During the course of this call, we will make projections and certain other statements that may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our financial results and future events to differ materially from those expressed in or underlying such forward-looking statements. We refer you to the Company's reports filed with the Securities and Exchange Commission for a discussion of the factors that could cause the Company's actual results or future events to differ materially from those expressed in this call. The information being provided today is as of this date only and except as required by Federal Securities laws, the Company does not undertake a duty to update any such information.

In addition, during the course of the conference call, we will describe certain non-GAAP financial measures, which should be considered in addition to, and not in lieu of comparable GAAP financial measures. Please note that in our press release Medical Properties Trust has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirements. You can also refer to our website again at www.medicalpropertiestrust.com for the most directly comparable financial measures and related reconciliations.

I will now turn the call over to our Chief Executive Officer, Ed Aldag.

Thank you, Charles. Good morning everyone and thank you for listening in on today's earnings call. This summer has been a very successful summer for MPT. Since the last earnings call, we've announced almost $1.1 billion in acquisitions bringing our total investments year-to-date to $1.5 billion. This already exceeds the record setting total we acquired in 2014. We expect the second half of 2015 to continue to add significantly to this number. With the results announced this quarter, we continue to provide double-digit growth in our normalized FFO per share. Our total assets today are approaching $6 billion and our diversification is better than ever.

Let me start this morning with the announcement we made concerning Capella Healthcare. We first used this structure when we along with management purchased Ernest Health in 2012. That has proved to be a truly successful partnership. We're delighted to be able to use essentially the same structure to purchase Capella Healthcare with the existing management team. We have signed definitive agreement and expect the transaction to close in the second half of 2015.

At the genesis of our company over 12 years ago, our business model has always been to use our hospital operating knowledge to obtain not just real estate returns, but in certain circumstances operating returns as well. We accomplished that with our very first investment with Vibra Healthcare even before RIDEA was available and our investments in Ernest Health and our investments in numerous other smaller transactions.

With this release, we announced that MPT has executed definitive documents to acquire $600 million of acute care real estate and invest approximately an additional $300 million in support of a management led refinancing of Capella's operations. Even with this transaction our RIDEA type investments represent only 7% of our assets. Just like with Ernest Health, we are not utilizing a third party equity investor. MPT is providing the capital for this comprehensive refinancing of Capella and will continue to have a significant stake in the operations of the business.

Among the many highlights of this transaction, real estate investments in seven acute care hospitals producing top tier industry margins and patient outcomes. Each facility is the number one or number two player in its respective market. The total portfolio generates a current EBITDAR coverage of 2.3 times to 2.4 times trailing 12 months. If you prefer to look at it using EBITDA on coverage, the coverage jumps to 2.9 times to 3 times. We expect to continue to see good improvement on the same-store coverage for these facilities for the next few years. With the completion of this transaction, our diversification levels will make tremendous improvements across the board.

Operator single largest tenant now down to 18%, 15% at MEDIAN and RHM, are not merged. Geography increases US based assets to almost 80% and no single state representing more than 24%. Property type 75% of the US assets are now acute care. Single property down to 2% of our portfolio, which is as you all know, we think is the most critical metric. Provides immediate accretion to MPT FFO of $0.04 per share, not including the additional accretion we believe we will get from our partial ownership in operations. A built-in pipeline for future acquisitions provides an opportunity for MPT to continue to grow its strong asset base of acute care hospitals. The investment is made at an attractive 7.8 times trailing EBITDAR. Our portfolio now includes 4 of the top 10 largest investor-owned acute care hospital operators in the US, 69% of our pro forma lease maturities are 2025 or beyond adding even more stability to our business. This transaction is an execution of the business plan that was created when MPT was formed. We had been and expect to continue to be the financing source of choice to leading hospital operators.

Capella management's decision to partner with MPT is a further validation of our experience and expertise and the structuring and executing of these types of transactions. We continue to be a leader in our space through innovative transactions and our early expansions to Western Europe, while not straying from the investment business that has produced fantastic risk adjusted returns for our stakeholders.

Obviously, today's report has been dominated by Capella which is appropriate given its scale and our belief in the quality of the investment. However, I want to make sure that our announcement regarding a strategic relationship with AXA Real Estate Investment Management does not get overlooked. As many of you know, AXA is one of the largest financial services firms in the world. AXA Real Estate brings country level expertise that can be coupled with MPT's expertise in hospitals. As part of the AXA relationship, we are announcing two investments today. The first is in Spain, for an acute care hospital with approximately 200 beds, leased to one of Spain's leading operators. This will be a 30-year lease. The second is in Northern Italy for a portfolio of seven acute care hospitals with approximately 800 beds and one outpatient clinic. These hospitals will be leased to one of Italy's largest private hospital operators for 24 years under a master lease type structure with one six-year extension. In both cases MPT will own 50% of the JV and funds affiliated with or managed by AXA Real Estate will own the other half. Our investment in Italy will be approximately EUR90 million and in Spain it will be approximately EUR21.4 million. We're excited that a firm like AXA would seek to work with MPT and while there are no limitations created by these arrangements, we're all very hopeful that this is the beginning of a growing and long lived partnership with AXA.

Subsequent to closing, which is subject to completion of definitive documentation and customary conditions, we will share with you more detail about these very high quality facilities and their operators. This is a continuation of our prudent steps to invest in the attractive regions of Western Europe. We've been a leader in this trend and expect that to continue in the near future.

We continue to see growth in the Ernest Health portfolio. We added two facilities this past quarter. One through an acquisition of an existing facility housing both an LTAC and an IRF for $44 million in Lubbock, Texas. And another one is a development facility to be operated as an IRF by Ernest in Toledo, Ohio for $20 million. This brings the total number of Ernest facilities to 26, 10 more than our original purchase with them. Steve will update you more on the details, but we've completed most of the loan to settle leaseback conversions for MEDIAN. We expect the remaining five facilities to convert during the remainder of the year.

You probably noticed that we included the same-store EBITDAR rent coverage in our supplemental information on page 12. This page gives you detailed information on coverage for our main property types both on a year-over-year and a quarter-over-quarter basis. We also break out the number of properties and investment amount for differ stratification. We hope this information will provide you with a better detailed picture of just how well our portfolio was performing. Generally speaking, the coverages were essentially flat at 4.6 times for the acute care, 1.9 times for the LTACs and 2.8 times for the IRFs.

Earlier in this presentation, I discussed the potential for a built-in pipeline for future hospital acquisitions by Capella. I also discussed the additional hospitals we've added to the original Ernest portfolio. Repeat business is a very important part of our overall organic growth and our business model. We've been very successful at building relationships. Our first investment with Prime Healthcare, was one hospital and $28 million. Today, our total investments with Prime is $901 million. Ernest started at $396 million, today we have $572 million invested. Our original investment with IASIS was $66 million, it now stands at $348 million. We started with $100 million in Adeptus, today its $500 million. Our first investment with Waterland of RHM and MEDIAN Kliniken was EUR175 million, less than two years later it was EUR940 million. This track record bodes very well for our future growth.

Now I'll call on Steve to walk you through the financial details of the quarter. Steve?

Thank you, Ed. This morning we reported normalized FFO for the second quarter of $0.30 per diluted share, that's a 15% year-over-year increase. Our year-to-date results of $0.58 per share, represents a 12% increase over last year's first six months. The primary adjustment to arrive at normalized FFO for the second quarter is approximately $26 million of acquisition cost, the majority of which about $22 million, is comprised of real estate transfer taxes that we are incurring as expected as the Median assets are acquired. Legal costs, that's another $2.1 million and other costs directly attributable to successful acquisitions about $1.6 million.

I'll give you an update on the Median transaction, before we turn to Capella. Early in the quarter, we signed purchase agreements for 32 of the 35 properties. As of today, 30 of those have closed for an aggregate purchase price of about EUR627 million, with a EUR20 million of 31st property expected to close in the third quarter. The final four properties aggregating about EUR58 million are expected to close by year end, completing the EUR705 million acquisition that we announced almost a year ago.

Turning to Capella. As we have previously disclosed and as Ed mentioned a minute ago, we have agreed to acquire along with Capella Management, Capella Holdings Inc for a total enterprise value of approximately $900 million and again reiterating Ed's comment that, that reflects about a 7.8 times multiple on recent historical EBITDA. Subsequent to the transaction, MPT will fully own real estate interest of about $600 million. The $600 million will be represented by $390 million in acquired properties that will be leased back to Capella and $200 million in mortgage loans. The blended GAAP yield to us will approximate 9.1%, that's based on an escalator floor of 2% annually. There will also be a 4% ceiling. The leases and loans do have certain cross default provisions. The remaining $300 million of the $900 million enterprise value will be in the form of an approximately $290 million fixed rate, 15-year, pre-payable loan and a 49% interest in the joint venture that acquires Capella.

Capella management will own the majority 51% interest and will be responsible for operations and management of the hospitals. Based on the 9.1% GAAP yield related to the real estate investments, and the fixed rate on the $290 million joint venture alone, we expect to realize an additional $0.04 per share in normalized FFO. This further reflects our assumptions relating to the long-term financing of the acquisition, which generally include leverage of approximately 45%, debt costs of approximately 5% and recent common stock valuations.

After Capella has paid to MPT lease in mortgage payments and the fixed coupon on the $290 million loan, we will in addition be allocated 65% of the distributions of the joint venture, subject to certain adjustments. We expect that during the first full year after completion of the transactions that this will result in an additional $0.02 per share. And just to be clear, this $0.02 per share is not included in the $0.04 per share accretion we had previously estimated and that I just mentioned.

We have commitments from the bank group for a 364 day $1 billion bridge loan, which along with our revolver availability gives us the capacity to complete the Capella and other investments announced this morning and the development commitments that are disclosed in the supplemental report, that was posted to our website earlier today.

We will be opportunistic as to when we may access the capital markets to fund these investments on a longer-term basis. As of June 30, we had drawn approximately $674 million under our $1.125 billion revolving credit facility, leaving availability of about $450 million. The average interest rate on our outstanding balances approximate to 1.5%. At our last quarterly call, we estimated that upon completion of the Median transactions, including permanently financing the acquisitions with long-term debt and equity capital, our run rate normalized FFO would range between $1.22 and $1.28 per diluted share, due primarily to the $1.5 billion in accretive acquisitions that we have discussed this morning, our expected run rate normalized FFO is expected to range from $1.28 to $1.32.

As always, this estimate does not contemplate unannounced acquisitions or capital market transactions other than for the assumptions concerning the Capella acquisitions I described a few months -- a few moments ago. It also does not include the anticipated $0.02 per share that we expect as our share of first year operations of Capella. Based on the strength of our pipeline of expected additional acquisition opportunities the growth we expect from continued expansion of our existing tenants and the favorable capital market conditions, we have good reason to expect that our per share normalized FFO will continue to grow in the perceivable future. So with that, we'll be happy to take any questions and I'll turn the call back to the operator.

(Operator Instructions) Jordan Sadler, KeyBanc Capital Markets.

Thank you and good morning. On Capella if you could -- could you maybe break out how you valued, excuse me, the operator versus the real estate, I think, I heard the 7.8 times EBITDA, I think with that an overall entity value on the $900 million?

Yes, the 7.8 times was a total enterprise value that contemplates all of the assets and operations of Capella. And we further bifurcated that down to $600 million of that $900 million was allocated to real estate interest and I even took it further than that on this call disclosing that $390 million of the real estate interest would be purchase and leaseback and the remaining $210 million would be structured as mortgage loans. And just to reiterate the reason we sometimes use the mortgage loan structure is to avoid inside taxes that would otherwise require additional investment that we can avoid by structuring a portion of the real estate value as loans.

And just so ultimately you're -- what's the implied evaluation of the operator? So there is $290 million or $300 million total investment to the operator for 49% interest?

Yes. The operator has 100%, and that 100% interest is shared 51$ with the management team and 49% with us. But your question regarding the valuation is again based on the same starting point, which was a seven, eight times historical EBITDA and then carving out the real estate, then you end up with the $300 million and that valuation equates to about a 4.2 to 4.3 times multiple on the operating entity.

On a pro forma basis for the rent and mortgage payments?

That's correct.

And then as it relates to capital, you said that you'll be opportunistic as it relates to the capital markets and you've got the bridge loan in place for now. Can you maybe -- obviously, it's a little bit of a delicate situation in terms of what you guys expect to do, but can you talk about how you would envision funding relative to closing from a timing perspective?

Well, again I guess the best and most accurate we can say is we're going to be opportunistic. We're going to keep our eyes on the markets and at the right time in our view, we will access that capital amount now. It's important that we point out that just because we're not doing something immediately, that shouldn't imply that we're trying to time the market. There are a lot of conditions that have to come together and we believe we will be ready to access the capital markets when all of those conditions converge and that is that that could be sooner than later in fact.

What's the debt equity split assumed in the $0.04 of accretion roughly?

45% leverage based on the Capella transaction.

And then lastly, maybe just as it relates to AXA, and who will speak to the structure of the venture with them. Is there a size of the joint venture are there are fees that you've guys will receive, anything you could sort of share there and I know it's early days?

It is early days, Jordan. And we have signed some agreements, but certainly not all of them. And so we're a little bit constrained on giving the financial details. The important thing for us and while we wanted it to become known sooner than later is the strategic import and value to us having but truly is the 800 pound gorilla in Western Europe, sourcing deals for us leading interference in ways, in certain governments where we're not used to that and don't know people. And so just structurally the first two deals are separate JV's, they do not include further commitments beyond the initial transaction and will be eager when will we get a little bit further down the road to describe to more of those details, but the main point again is, this is really a strategic -- strategically valuable transactions for us.

And then my last one on that is, I just noticed obviously that the ventures are planned to be managed obviously locally by AXA xgiven that, that's sort of their domain if you will. Can you just maybe speak to what the opportunity is, as you guys see it in terms of investing in Spain and Northern Italy as seemingly more passive investor in this JV?

Well, I don't -- I'm not sure we're going to be any more passive then we normally would be, they will manage locally but again these are to a great extent net leases which do not require a lot of facility management, there's regulatory management and reporting and so forth, but the real value, one of the real values that AXA brings is their footprint, is their market and their resources across almost all jurisdictions. And the value we bring that they were looking for is expertise in hospital operations and real estate. So that's the synergy that we hope the value is greater than the sum of its parts and we've taken a modest step to begin developing that relationship and truly expect that the step will get larger as we get closer to finalizing these first deals.

But I think it's very important to point out that we maintain our very active role in the underwriting of healthcare operations and in the asset management of the healthcare operations.

We look forward to hearing more details. I'll yield the floor. Thank you.

Mike Carroll, RBC Capital Markets.

In the Italy and Spain investment, I know you've been looking at these markets for some time now, but it seems like these deals occurred quicker than originally expected. What changed there?

Well, nothing changed Mike. I didn't hear the first part of your question, you came into the middle of the sentence. So, let me know that then I'll answer the whole question, but this did not happen any quicker than we expected it to happen. We've been looking to these markets for a long time. We've been working on these particular portfolios with Axa for long time.

Okay, then what are the near-term goals in this market? How big do you want to grow these portfolios and will this existing relation or will you just grow with this existing relationship?

Our goals for these markets are the same as they are in every market. It's not to be any particular size in any given market, but it take advantage of opportunities within those markets. We typically wouldn't go into a market, we felt that it was going to be limited Spain as an example with a EUR21 million investment here. Obviously, we expect that there will be more opportunities there than just a $21 million the opportunity. In Italy, we already have other opportunities that we're looking at sort of estimating that we'll do anymore but both of them are places that we would welcome additional investments.

And then with regard to the Capella investment, how should we think about the annual capital expenditures, and will you start providing that for us once that deal closes?

Well, the capital expenditures that -- obviously in doing our underwriting, we have figures that we expect and we work through with the management of the company at each individual hospital. The expenditures are being funded there out of operations and it's taken to account in our analysis. If there are any extraordinary capital expenditures and we look at those on a case-by-case basis. Generally speaking, the cap expenditures we expect for these seven hospital portfolio is somewhere between $25 million and $35 million a year.

And then my last question is on the depth of development. I think in the press release this morning that the cash yield will be double-digit but I thought that you've previously announced that those developments would be about a 9% cash, is there anything different that I am missing between, I guess that reporting there?

Now there is no difference. Keep in mind that during construction, which can take depending on local conditions, can take upwards of nine plus months, during construction they are not paying rent on our construction advances that accrues and so accounting conventions prohibit us from recognizing that what is truly income. So it accrues and becomes part of the lease space. And so then when you start recognizing the repayment of that portion it pushes in the case of Adeptus, it pushes us up over that 10% mark on a cash receipts basis.

Great, thank you.

Tayo Okusanya, Jefferies.

Yes, good morning. I think I have to thank you, guys for a better (inaudible) with all these different countries and languages you have to be in? Just getting away from the deal pipeline of a little bit, could you just talk a little bit about some of your larger tenants IASIS, Ernest, Prime kind of what your -- how those guys are doing generally what market conditions are like for them?

Sure, they'll -- everyone in the existing portfolio is doing very well, Tayo. No one has strong growth but everyone has good solid growth. The IASIS hospitals that we own are performing exceptionally well, continuing to be leaders in their markets. Prime Healthcare markets have been very stable for the last year, they continue to perform very well all across the board. Ernest Health has done very well in the last 18 months or so, they had the downturn with our LTACs about two or three years ago as did everybody else, but there entire portfolio is performing exceptionally well. When we look at same store analysis and I think I gave those exact numbers on the last earnings call, it showed just how well the existing originals 16 hospitals are performing. And then as I mentioned on today's call we've got 10 additional hospitals with them. So their overall EBITDA is doing exceptionally well.

Okay. And then the second question, this continues -- this is more an interesting news this morning from Community Health of them kind of spinning out some of their rural hospitals into a different entity. Just kind of curious what you think about that and whether you think that would be a good strategy from any of your operators, that may also have decent exposure to rural hospitals?

Yes. Tayo, I know a little bit about some of the community hospitals, I only saw that list late last night. It's interesting -- we will be interesting when we all get looking at it in a little more detail, because they will continue to own a large number of rural hospitals in any definition. So, I can't address specifically what they're trying to do and separating what they call rural hospitals from the total overall portfolio. And other than that I did something I can address that at this point.

Juan Sanabria, Bank of America Merrill Lynch.

Just hoping you could speak a little bit more on Capella in terms of the Opco sort of a capital in place there or equity to fund growth and how that works, and was it the $25 million to $30 million in CapEx for the entire real estate value?

The $25 million to $35 million in CapEx is for the seven existing portfolio hospitals.

But it's not just real estate, I mean, that's the whole company CapEx. It may include expensive equipment and machinery and other non-real estate capital items.

But how is the rest of the Opco structured other than the $290 million of that and could you provide what the cash return on that $290 million of the 15 year loaners?

So what we've said and trying to be as descriptive as the agreements allow us to be. What we've said is the coupon on that $290 million loan is equivalent to the initial going in cash rate on the leases and the mortgage loans, and I think if you would do the back of the amboli type math, we've given you the GAAP coupon. You're going to get the something in the low-eights as the going in cash coupon. So, that's the fixed return that we get paid along with the lease and the mortgage income and then basically after all of that is paid, we split with our joint venture partner who is Capella management, we get 65% of the remaining earnings or distributions or whatever the measure is and they get 35%.

For the first year, which by the way takes into account this $25 million plus CapEx run rate, for the first year, we expect that, that will result in an extra $0.02 a share for us over and above the $0.04 that we've included in run rate guidance.

Can I ask why you have been included that in run rate guidance, if you feel pretty comfortable that you'll get it?

We are very comfortable that will get it, but it's not contractual. And the other $0.04 is contractual and then they have to make payment just like anything and we'd rather recognize that non-contractual estimated income as we actually realize it.

Okay. And just one more question on the Opco. What's the split between or how is the rest of the Opco capitalized other than the $290 million. Is there any equity in there?

Yes, the equity will be split and same as the ownership 51% to the management team and 49% to an MPT subsidizer.

Well what's the dollar amount of equity relative to the leverage?

It's nominal, you should probably assume total not more than $10 million. I mean that's very, very important to especially the management team. But, so I don't mean to disparage (inaudible) at nominal, but it's not material to the transaction.

Got it. And then on AXA on the new JV structure, who is sourcing these deals and is the partner AXA the parent or retail fund investors and who ultimately bears the risk from an AXA perspective?

Yes, from the risk bearing perspective, they are managed funds either for country AXA insurance providers for example or outside funds for example in one of the transactions we've described and we just can't name but it's a highly familiar US State Pension Fund and so those are the types of partners that we have And so far as sourcing the deals, it goes both ways. And in fact that's how the relationship got initiated, is we actually were successful and in acquiring and an asset that AXA was also attempting to acquire and that cost them to bring to us the deal and we took to them a deal and that's the way we expect it to work is both entities we'll be bringing possibilities to the venture, there is no obligation and I think Ed mentioned that there is no obligation on the part of either venture to take or even offer for the most part other transactions.

And just lastly from you on media, could you just give an update on the debt financing their timing, what you are you're seeing in terms of costs in the marketplace today and why you haven't moved as of yet to secure that?

Yes, the Eurobond market has virtually been shut down until recently starting in early to mid-June when the Greece circumstances took over the headlines and truly it's only been recently that the debt market begins to show live and so just like the other capital markets transactions that we planned in the receivable future we will be -- we are prepared to act when market conditions are good for us and the bankers both here and in Europe seems somewhat encouraged that the debt market is redeveloping and

Funding getting Expedia under again.

And any sense of pricing that you could see or range?

No, that's one of the things you noted that we keep our eye on is not only pricing but the depth of the market and we're in really all of the components that go into being confident that we can get a good strong execution.

Thank you.

Thanks, Juan.

Mike Mueller, JP Morgan.

Yes, hi. I guess where they can tell in the real estate part of this transaction. Can you talk a little bit more about the $210 million mortgage loan for you what assets was that on; is it outside of the seven that you're buying?

No it's not, there's seven assets, five will be subject to two leases customary conventional type leases and there's nothing that would otherwise keep us from putting the other two under leases except if we did that, of course, we'd be paying Capella, creating a capital gain that would require immediate discharge of that tax liability and so we can achieve exactly the same things economically structurally credit wise by simply loaning mortgage funds to those operators, which by the way will be guaranteed

and we'll have crossed default provisions. So we're not losing any credit it's solely because of the desire not to pay tax when it's not necessary to pay tax.

So I guess, legally you are buying five and putting a mortgage on to them? Is that correct?

That's correct.

And is the term on the mortgage the same as the lease term and is it identical?

Everything is identical including the escalator, but of course perhaps when get into the weeds at this level. But remember the 9.1% GAAP yield, we get the straight line the lease, but we don't get the straight line the loan amount. But we nonetheless get a guarantee 2% escalation every year beginning in year one even though it's not reflected in that 9.1% blended rate.

So, it's basically a 100% LTV alignment?

On the mortgage.

On the mortgage.

Right. Again, it's meant to mimic. The lease structure and of course a purchase and leaseback is done at 100% of the real estate valuation.

And just to clarify the run rate guidance to 1.28 to 1.32, that has $0.04 in there, but not the $0.02, is that correct?

That is correct.

There are no further questions back in queue. I'll now turn the call over to Mr. Aldag for closing remarks.

Thank you, Elle. And thank all of you for joining us today, and as always if you have any questions please don't hesitate to call myself, Steven Hamner, Charles Lambert, or Tim Berryman. Thank you very much.

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.