Steven Hamner
Analyst · RBC Capital Markets. Your line is now open
Thank you, Ed. This morning, we reported normalized FFO of $0.36 per diluted share for the second quarter of 2018, consistent with our own and market expectations. There are just a couple of items this quarter that reconcile NAREIT to normalized FFO. Virtually, all of the adjustments to arrive at normalized FFO this quarter related to straight-line rent in the aggregate amount of $7.2 million. Of this, fully $5.1 million was to write off unbilled straight-line rent related to our sale of the three LTACHs to Vibra on which we recognized a gain of $24.2 million. The remainder primarily relates to the acceleration of straight-line rent on certain of the Adeptus facilities that we expect to sell or re-lease in the near term. You may recall that we have described these adjustments on the last two quarterly earnings calls. There now remains a balance of about $2.7 million that we expect will be written off over the next few quarters, as we finally resolve the last of the Adeptus facilities. One final point I want to bring to your attention regarding our balance sheet presentation is the classification of about $1.25 billion as assets held for sale. This represents the net book value of the assets that will form the previously announced joint venture with Primonial. Post closing, we will report our 50% interest in the JV as equity investment in unconsolidated subsidiaries and recognize our portion of the JV’s net income, as earnings from equity investment in unconsolidated subsidiaries. The secured debt will be recorded on the books of the JV. To summarize this transaction, again. We’re selling two affiliates of Primonial a 50% interest in this newly formed JV for approximately €816 million or at yesterday’s exchange rate, $955 million, which along with the recognized increase in value of our remaining 50% interest, results in an expected gain on sale of approximately €500 million, again at yesterday’s exchange rate, equivalent to about $600 million. Our gross undepreciated investment in these hospitals, including transfer and other taxes that were expensed at the time of acquisition, aggregate about $1.4 billion, resulting in an unlevered IRR of more than 15%. From any measurement perspective, this clearly is a tremendous outcome for MPT, and just as importantly, an objective an independent indication of the future outstanding shareholder value that may be created by the recycling, reinvestment of our $1.5 billion in cash, resulting from recent transactions. Most of you are aware that we have also been exploring a potential similar structure for some of our U.S. acute assets in order to diversify our exposure to any single operator. With the other capital recycling successes such as Primonial JV, the Ernest transactions, the Vibra sales and other unannounced but expected opportunities, we certainly do not need additional capital for delevering or reinvestment. So, we have decided to sell or re-tenant certain of the Steward hospitals, rather than continue to take the additional time necessary to create a joint venture. As a result, we have entered negotiations with two new operators to buy or lease certain Steward hospitals, the impact of which is expected to be very similar to our previous expectations about a JV. Moreover, we also are improving the Steward portfolio by purchasing certain of the mortgage properties over the next few quarters. By converting these mortgages to owned properties, this makes the portfolio that much more valuable and attractive to potential partners for when and if we do decide to remarket the portfolio. And in any case, the expected reinvestment of proceeds from the Primonial JV and other transactions will much more rapidly diversify our portfolio away from any single operator than a single joint venture arrangement. Ed has already mentioned our sale of three Vibra LTACHs back to Vibra. So, I will simply reiterate that this transaction not only reduced our LTACH exposure to approximately 3%, but provided outstanding profit and IRR results for these investments along with about $53 million in cash proceeds. Regarding Adeptus. Since our last quarterly call in May, we signed a new long-term master lease for 8 Phoenix area , facilities with Dignity Health, a large investment grade rated not-for-profit system. Economic terms of the leases are substantially consistent with the terms of the previous Adeptus lease. We also have agreed to resolution of 8 of the 16 Adeptus facilities that we agreed to sever as part of the bankruptcy plan. These facilities with the book-value of approximately $36 million are expected to be leased to two operators, one of which is new to MPT, at economic terms substantially consistent with the previous Adeptus terms. We have engaged a financial advisor to market for sale or lease another seven facilities with the book-value of approximately $34 million, and we continue to consider alternatives for the eighth facility with the book-value of about $33 million, as it remains subject to the Adeptus master lease. With regard to full-year 2018 normalized FFO, we plan to reinstate our estimated guidance shortly after closing of the JV and Ernest transactions. We believe both of these will close prior to the end of this third quarter. At that time, we will be able to determine the impact of these transactions on net income, rental and other revenue, and interest expense for the remainder of the year. After using proceeds to fully repay our revolving credit facility with the June 30 balance of approximately $820 million, we expect our net debt to EBITDA multiple will be approximately 4.7 times, and we will have cash on hand of approximately $800 million. This puts in PW in a uniquely attractive position among many REITs today. We will have a pristine balance sheet, liquidity of more than $2 billion while maintaining prudent leverage, and a broad and diverse pipeline of acquisition opportunities that Ed just described. On a pro forma basis for full reinvestment of such cash along with maintenance of sector-leading leverage levels, annualized normalized FFO is expected to range between $1.46 and $1.50 per diluted share. To be clear, we are not at this time establishing a guidance range, but merely pointing out that the end result of the recent transactions is expected to be increased FFO per share, substantially reduced leverage ratios, and significant operator diversification. We are among the very few REITs that offer substantial, near-term, and accretive growth opportunities. And we have consistently demonstrated our ability to generate outstanding, unlevered IRRs for our investors. We are excited about continuing to execute that plan. And with that, I will turn it over for questions. Operator?