-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Df7ri/4g887z8YjSXgOe/JpTJCyFJXKDcmVuIVMrdSUx2i06QXgi/CxjPTrDo/gc Dev/Ojpl5oKy+UtXZaWp9w== 0001193125-10-037729.txt : 20100223 0001193125-10-037729.hdr.sgml : 20100223 20100223171334 ACCESSION NUMBER: 0001193125-10-037729 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100223 DATE AS OF CHANGE: 20100223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL HEALTH REALTY INCOME TRUST CENTRAL INDEX KEY: 0000798783 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 236858580 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09321 FILM NUMBER: 10627334 BUSINESS ADDRESS: STREET 1: UNIVERSAL CORPORATE CTR STREET 2: 367 S GULPH RD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 610-265-0688 MAIL ADDRESS: STREET 1: UNIVERSAL CORPORATE CTR STREET 2: 367 S GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 8-K 1 d8k.htm UNIVERSAL HEALTH REALTY INCOME TRUST--FORM 8-K Universal Health Realty Income Trust--Form 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): February 23, 2010

 

 

UNIVERSAL HEALTH REALTY INCOME TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-9321   23-6858580

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Universal Corporate Center

367 South Gulph Road

King of Prussia, Pennsylvania

  19406
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 265-0688

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2 below):

 

¨ 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 February 23, 2010, the Trust made its fourth quarter, 2009 earnings release. A copy of the Trust’s press release is furnished as exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

  99.1 Press release dated February 23, 2010.


SIGNATURES

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.

 

  UNIVERSAL HEALTH REALTY INCOME TRUST
Date: February 23, 2010   By:  

/s/ Alan B. Miller

  Name:   Alan B. Miller
  Title:  

Chairman of the Board,

Chief Executive Officer and President

  By:  

/s/ Charles F. Boyle

  Name:   Charles F. Boyle
  Title:   Vice President and Chief Financial Officer


Exhibit Index

 

Exhibit No.

  

Exhibit

99.1    Press release dated February 23, 2010.
EX-99.1 2 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

 

UNIVERSAL HEALTH REALTY INCOME TRUST    Universal Corporate Center
       367 S. Gulph Road
       P.O. Box 61558
       King of Prussia, PA 19406
       (610) 265-0688
FOR IMMEDIATE RELEASE     
CONTACT:   Charles Boyle      February 23, 2010
  Chief Financial Officer     
  (610) 768-3300     

UNIVERSAL HEALTH REALTY INCOME TRUST

REPORTS 2009 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Three-month periods ended December 31, 2009 and 2008:

KING OF PRUSSIA, PA- Universal Health Realty Income Trust (NYSE:UHT) announced today that for the quarter ended December 31, 2009, net income was $4.6 million, or $.38 per diluted share, as compared to a reported net loss of $870,000, or $.07 per diluted share, during the comparable quarter in the prior year. As indicated on the Supplemental Schedule of Adjusted Net Income (“Supplemental Schedule”), included in net income during the three and twelve-month periods ended December 31, 2008, was an asset impairment charge recorded in connection with a medical office building complex located in Riverdale, Georgia. After adjusting for the provision for asset impairment, as indicated on the Supplemental Schedule, our adjusted net income for the quarter ended December 31, 2008 was $3.7 million, or $0.31 per diluted share.

Our net income during the fourth quarter of 2009 increased $852,000, or $.07 per diluted, share, over the adjusted net income earned during the fourth quarter of 2008. The increase was due to: (i) a favorable change of $250,000, or $.02 per diluted share, from reduced other operating expenses resulting primarily from higher than anticipated building maintenance and repairs expense incurred at one of our medical office buildings (“MOBs”) during the fourth quarter of 2008; (ii) a favorable change of $132,000, or $.01 per diluted share, resulting from net increase in our share of income generated at various properties owned by unconsolidated limited liability companies (“LLCs”) in which we hold non-controlling ownership interests; (iii) a favorable change of $131,000, or $.01 per diluted share, from a net decrease in interest expense resulting primarily from a decrease in the average cost of borrowings pursuant to our revolving credit facility (partially offset by increased average outstanding borrowings), and; (iv) approximately $300,000, or $.03 per diluted share, of other combined favorable changes including the income generated at a newly constructed MOB that was competed and opened during the first quarter of 2009 and an increase in bonus rentals earned on the UHS hospital facilities.

During the fourth quarter of 2009, our funds from operations (“FFO”) increased 18% to $8.5 million, or $.71 per diluted share, as compared to $7.2 million, or $.61 per diluted share, as adjusted for the impact of the asset impairment, during the fourth quarter of 2008.


The fourth quarter dividend of $.60 per share was paid on December 31, 2009. At December 31, 2009, our shareholders’ equity was $141.0 million and our liabilities for borrowed funds were $84.3 million, including mortgage and other debt of consolidated entities, which is non-recourse to us, totaling $35.5 million.

Property Development Activity:

As of December 31, 2009, construction continued on two MOBs which are owned by LLCs in which we hold non-controlling ownership interests, as follows: (i) Texoma Medical Plaza located in Denison, Texas, on the campus of a newly constructed and recently opened replacement acute care hospital owned and operated by a wholly-owned subsidiary of UHS, which is scheduled to be completed and opened during the first quarter of 2010, and; (ii) BRB Medical Office Building, located in Kingwood, Texas, which is scheduled to be completed and opened during the third quarter of 2010.

During 2009, we completed construction and opened three medical office buildings (“MOBs”), which are owned by LLCs in which we hold non-controlling majority ownership interests, as follows: (i) Summerlin Hospital Medical Office Building III located in Las Vegas, Nevada, on the campus of an acute care hospital owned and operated by a wholly-owned subsidiary of UHS (included in our financial statements on a consolidated basis); (ii) Deer Valley Medical Office Building III located in Phoenix, Arizona (included in our financial statements on an unconsolidated basis), and; (iii) Auburn Medical Office Building II located in Auburn, Washington, on the campus of an acute care hospital owned and operated by a wholly-owned subsidiary of UHS (included in our financial statements on an unconsolidated basis).

Years ended December 31, 2009 and 2008:

For the year ended December 31, 2009, net income was $18.6 million, or $1.56 per diluted share, as compared to reported net income of $11.7 million, or $.98 per diluted share, during 2008. After adjusting for the provision for asset impairment recorded during the fourth quarter of 2008, as indicated on the Supplemental Schedule, our adjusted net income for the year ended December 31, 2008 was $16.2 million, or $1.37 per diluted share

Our net income during the year ended December 31, 2009 increased $2.3 million, or $.19 per diluted, share, over the adjusted net income earned during the year ended December 31, 2008. The increase was primarily due to: (i) an increase in our share of income generated at various unconsolidated LLCs, including the effect of a favorable adjustment resulting from a change in estimate to the operating expenses of a certain LLC; (ii) a decrease in interest expense on our revolving credit facility resulting from a decrease in our average cost of borrowings, partially offset by increased average outstanding borrowings (net of interest expense related to two new MOBs which were completed and opened during the third quarter of 2008 and the first quarter of 2009); (iii) an increase in the bonus rentals earned on the UHS hospital facilities, and; (iv) the income generated at a newly constructed MOB that was completed and opened during the first quarter of 2009.

The increases in base rentals–UHS facilities, depreciation and amortization, other operating expenses and interest expense during the three and twelve months ended December 31,


2009, as compared to the comparable prior year periods, resulted primarily from the operating results of two newly constructed medical office buildings which were completed and opened during the third quarter of 2008 and the first quarter of 2009.

For the year ended December 31, 2009, our FFO increased 13% to $33.3 million, or $2.80 per diluted share, as compared to $29.6 million, or $2.49 per diluted share, as adjusted for the impact of the asset impairment, during 2008

Equity Issuance Program:

Pursuant to the terms of our previously announced at-the-market equity issuance program, we issued 184,600 common shares of beneficial interest which generated aggregate cash proceeds, net of commissions, of $5.6 million during the fourth quarter of 2009.

Dividends Paid During 2009

Dividends of $2.38 per share were declared and paid during 2009, of which $1.94 per share was ordinary income and $.44 per share was a return of capital distribution.

General Information, Forward-Looking Statements and Non-GAAP Financial Measures:

Universal Health Realty Income Trust, a real estate investment trust, invests in healthcare and human service related facilities including acute care hospitals, behavioral healthcare facilities, rehabilitation hospitals, sub-acute care facilities, surgery centers, childcare centers and medical office buildings. We have fifty-one real estate investments in fifteen states.

We believe that FFO and adjusted net income and adjusted net income per diluted share, which are non-GAAP financial measures (“GAAP” is Generally Accepted Accounting Principles in the United States of America), are helpful to our investors as measures of our operating performance. In addition, we believe that comparing and discussing our financial results based on these measures, as calculated, is helpful to our investors since it neutralizes the effect in each year of items that are nonrecurring or non-operational in nature including items such as, but not limited to, provisions for asset impairments and gains on sales of assets. FFO is a widely recognized measure of REIT performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), except for the adjustments made to the 2008 periods presented to neutralize the impact of the provision for asset impairment, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we interpret the definition. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income determined in accordance with GAAP. In addition, FFO should not be used as: (i) an indication of our financial performance determined in accordance with GAAP; (ii) as an alternative to cash flow from operating activities determined in accordance with GAAP; (iii) as a measure of our liquidity; (iv) nor is FFO an indicator of funds available for our cash needs, including our ability to make cash distributions to shareholders. A reconciliation of our reported net income to FFO is shown below.

To obtain a complete understanding of our financial performance these measures should be examined in connection with net income, determined in accordance with GAAP, as presented


in the condensed consolidated financial statements and notes thereto in this report or in our other filings with the Securities and Exchange Commission including our Report on Form 10-Q for the quarterly period ended September 30, 2009 and Report on Form 10-K for the year ended December 31, 2008. Since the items included or excluded from these measures are significant components in understanding and assessing financial performance under GAAP, these measures should not be considered to be alternatives to net income as a measure of our operating performance or profitability. Since these measures, as presented, are not determined in accordance with GAAP and are thus susceptible to varying calculations, they may not be comparable to other similarly titled measures of other companies. Investors are encouraged to use GAAP measures when evaluating our financial performance.

The matters discussed in this report, as well as the news releases issued from time to time by us, include certain statements containing the words “believes”, “anticipates”, “intends”, “expects” and words of similar import, which constitute “forward-looking statements” within the meaning of Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers should not place undue reliance on such forward-looking statements which reflect management’s view only as of the date hereof. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

(more)


Universal Health Realty Income Trust

Consolidated Statements of Income

For the Three and Twelve Months Ended December 31, 2009 and 2008

(amounts in thousands, except per share amounts)

(unaudited)

 

     Three Months
Ended December 31,
    Twelve Months
Ended December 31,
 
     2009     2008     2009     2008  

Revenues:

        

Base rental - UHS facilities

   $ 3,676      $ 3,323      $ 14,413      $ 12,828   

Base rental - Non-related parties

     2,714        2,537        10,434        9,936   

Bonus rental - UHS facilities

     1,032        974        4,199        3,943   

Tenant reimbursements and other - Non-related parties

     632        683        2,696        2,352   

Tenant reimbursements and other - UHS facilities

     33        25        172        125   
                                
     8,087        7,542        31,914        29,184   
                                

Expenses:

        

Depreciation and amortization

     1,652        1,532        6,399        5,904   

Advisory fees to UHS

     415        416        1,606        1,567   

Other operating expenses

     1,467        1,630        5,977        5,146   

Provision for asset impairment

     —          4,575        —          4,575   
                                
     3,534        8,153        13,982        17,192   
                                

Income/(loss) before equity in income of unconsolidated limited liability companies (“LLCs”) and interest expense

     4,553        (611     17,932        11,992   

Equity in income of unconsolidated LLCs

     576        444        3,092        2,052   

Interest expense, net

     (572     (703     (2,448     (2,391
                                

Net income/(loss)

   $ 4,557      ($ 870   $ 18,576      $ 11,653   
                                
        
                                

Basic earnings/(loss) per share

   $ 0.38      ($ 0.07   $ 1.56      $ 0.98   
                                
        
                                

Diluted earnings/(loss) per share

   $ 0.38      ($ 0.07   $ 1.56      $ 0.98   
                                

Weighted average number of shares outstanding - Basic

     11,946        11,857        11,891        11,851   

Weighted average number of share equivalents

     1        13        6        31   
                                

Weighted average number of shares and equivalents outstanding - Diluted

     11,947        11,870        11,897        11,882   
                                

Calculation of Funds From Operations (“FFO”), as adjusted for the impact of asset impairment:

 

     Three Months
Ended December 31,
    Twelve Months
Ended December 31,
     2009    2008     2009    2008

Net income/(loss)

   $ 4,557    ($ 870   $ 18,576    $ 11,653

Plus: Depreciation and amortization expense:

          

Consolidated investments

     1,609      1,518        6,283      5,832

Unconsolidated affiliates

     2,315      1,979        8,466      7,511

Provision for asset impairment

     —        4,575        —        4,575
                            

Funds from operations (FFO)

   $ 8,481    $ 7,202      $ 33,325    $ 29,571
                            

Funds from operations (FFO) per share - Basic

   $ 0.71    $ 0.61      $ 2.80    $ 2.50
                            

Funds from operations (FFO) per share - Diluted

   $ 0.71    $ 0.61      $ 2.80    $ 2.49
                            

Dividend paid per share

   $ 0.600    $ 0.590      $ 2.380    $ 2.340
                            


Universal Health Realty Income Trust

Supplemental Schedule of Adjusted Net Income (“Supplemental Schedule”)

For the Three and Twelve Months Ended December 31, 2009 and 2008

(amounts in thousands, except per share amounts)

(unaudited)

 

     Three Months
ended December 31, 2009
   Three Months
ended December 31, 2008
 
     Amount    Per
Diluted Share
   Amount     Per
Diluted Share
 

Reported net income/(loss)

   $ 4,557    $ 0.38    ($ 870   ($ 0.07

Adjustments:

          

Provision for asset impairment

     —        —        4,575        0.39   
          
                              

Adjusted net income

   $ 4,557    $ 0.38    $ 3,705      $ 0.31   
                              
     Twelve Months
ended December 31, 2009
   Twelve Months
ended December 31, 2008
 
     Amount    Per
Diluted Share
   Amount     Per
Diluted Share
 

Reported net income

   $ 18,576    $ 1.56    $ 11,653      $ 0.98   

Adjustments:

          

Provision for asset impairment

     —        —        4,575        0.39   
          
                              

Adjusted net income

   $ 18,576    $ 1.56    $ 16,228      $ 1.37   
                              


Universal Health Realty Income Trust

Consolidated Balance Sheets

(dollar amounts in thousands)

(unaudited)

 

      December 31,
2009
    December 31,
2008
 

Assets:

    

Real Estate Investments:

    

Buildings and improvements

   $ 207,597      $ 191,761   

Accumulated depreciation

     (72,405     (66,255
                
     135,192        125,506   

Land

     19,348        19,348   

Construction in progress

     —          9,795   
                

Net Real Estate Investments

     154,540        154,649   
                

Investments in and advances to limited liability companies (“LLCs”)

     61,934        56,462   

Other Assets:

    

Cash and cash equivalents

     3,038        618   

Base and bonus rent receivable from UHS

     2,039        1,982   

Rent receivable - other

     980        945   

Deferred charges, notes receivable and intangible and other assets, net

     6,294        6,400   
                

Total Assets

   $ 228,825      $ 221,056   
                

Liabilities:

    

Line of credit borrowings

   $ 48,800      $ 39,000   

Mortgage notes payable, non-recourse to us

     6,677        6,892   

Mortgage, construction and other loans payable of consolidated LLCs, non-recourse to us

     28,790        25,800   

Accrued interest

     142        190   

Accrued expenses and other liabilities

     2,251        3,196   

Tenant reserves, escrows, deposits and prepaid rents

     981        883   
                

Total Liabilities

     87,641        75,961   
                

Equity:

    

Preferred shares of beneficial interest, $.01 par value; 5,000,000 shares authorized; none issued and outstanding

     —          —     

Common shares, $.01 par value; 95,000,000 shares authorized; issued and outstanding: 2009 - 12,089,474 2008 - -11,865,919

     121        119   

Capital in excess of par value

     195,209        189,347   

Cumulative net income

     357,294        338,718   

Cumulative dividends

     (411,662     (383,256
                

Total Universal Health Realty Income Trust Shareholders’ Equity

     140,962        144,928   

Third-party equity interests

     222        167   
                

Total Equity

     141,184        145,095   
                

Total Liabilities and Equity

   $ 228,825      $ 221,056   
                
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