8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 30, 2014

 

 

MEDICAL PROPERTIES TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Commission File Number 001-32559

 

Maryland   20-0191742

(State or other jurisdiction

of incorporation or organization )

  

(I. R. S. Employer

Identification No.)

1000 Urban Center Drive, Suite 501

Birmingham, AL

   35242
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code

(205) 969-3755

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2014, Medical Properties Trust, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2014, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also posted certain third quarter 2014 supplemental information on its website at www.medicalpropertiestrust.com, a copy of which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission, except as expressly set forth by specific reference in any such filing.

The Company disclosed three non-GAAP financial measures in the attached press release for the three and nine months ended September 30, 2014: Funds from operations, Normalized funds from operations and Adjusted funds from operations. The most directly comparable GAAP financial measure to each of these non-GAAP financial measures is net income, which was $28.5 million, or $0.16 per diluted share for the three months ended September 30, 2014 compared to $25.6 million, or $0.16 per diluted share for the three months ended September 30, 2013. For the nine months ended September 30, 2014, net income was $35.6 million, or $0.21 per diluted share compared to $79.2 million, or $0.53 per diluted share for the nine months ended September 30, 2013. In the attached press release, the Company disclosed Funds from operations of $41.7 million and $80.5 million for the three and nine months ended September 30, 2014, respectively, and Normalized funds from operations of $46.6 million and $133.8 million for the three and nine months ended September 30, 2014, respectively. Adjusted funds from operations were disclosed in the press release as $42.6 million and $126.0 million for the three and nine months ended September 30, 2014, respectively.

A reconciliation of the non-GAAP financial measures to net income as well as a statement disclosing the reasons why the Company’s management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations are included in Exhibits 99.1 and 99.2.

Item 8.01. Other Events.

On October 30, 2014, Medical Properties Trust, Inc. announced its financial results for the three and nine months ended September 30, 2014. The Company had income from continuing operations of $28.7 million ($0.16 per diluted share) for the three months ended September 30, 2014, compared with income from continuing operations for the corresponding period in 2013 of $25.4 million ($0.16 per diluted share). For the nine months ended September 30, 2014, the Company had income from continuing operations of $35.8 million ($0.21 per diluted share), compared with income from continuing operations of $76.0 million ($0.51 per diluted share) for the nine months ended September 30, 2013. The Company had net income of $28.5 million ($0.16 per diluted share) for the three months ended September 30, 2014, compared with net income for the corresponding period in 2013 of $25.6 million ($0.16 per diluted share). For the nine months ended September 30, 2014, the Company had net income of $35.6 million ($0.21 per diluted share), compared with net income of $79.2 million ($0.53 per diluted share) for the nine months ended September 30, 2013.

The financial results are unaudited; however in the opinion of management, all adjustments considered necessary for a fair presentation of these financial results have been made.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

   

Description

99.1    Press release dated October 30, 2014 reporting financial results for the three and nine months ended September 30, 2014
99.2    Medical Properties Trust, Inc. 3rd Quarter 2014 Supplemental Information

 

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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 hereunto duly authorized.

 

MEDICAL PROPERTIES TRUST, INC.

(Registrant)

By:   /s/ R. Steven Hamner
 

R. Steven Hamner

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: October 30, 2014

 

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INDEX TO EXHIBITS

 

Exhibit Number

   

Description

99.1    Press release dated October 30, 2014 reporting financial results for the three and nine months ended September 30, 2014
99.2    Medical Properties Trust, Inc. 3rd Quarter 2014 Supplemental Information

 

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