Windrose Medical (NYSE:WRS)
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First Quarter Highlights:
INDIANAPOLIS, May 3 /PRNewswire-FirstCall/ -- Windrose Medical Properties Trust (NYSE:WRS), a self-managed specialty medical properties REIT, announced today financial results for the first quarter ended March 31, 2006.
Financial and Operating Results
Windrose reported first quarter 2006 rental revenues of $21.2 million, compared to $9.5 million for the first quarter 2005, a 123.0% increase. First quarter 2006 corporate general and administrative expenses were $1.5 million, compared to $1.0 million for the same quarter in 2005, a 53.5% increase.
First quarter 2006 net income was $1.2 million compared to $2.3 million for the first quarter 2005. Excluding the gain on sale of Morningside Plaza, first quarter 2005 net income was $1.0 million. First quarter 2006 net income available for common shareholders was $190,000, or $0.01 per diluted share based on 17.9 million weighted average common shares outstanding, compared to $2.3 million, or $0.19 per diluted share based on 12.3 million weighted average common shares outstanding and after preferred dividends, for the first quarter 2005. Excluding the gain on sale of Morningside Plaza, first quarter 2005 net income was $1.0 million, or $0.09 per diluted share.
First quarter 2006 funds from operations (FFO), comprised of net income plus depreciation and amortization from real estate, was $5.2 million, or $0.29 per diluted share on an increased share base, compared to $3.1 million, or $0.26 per diluted share, for the first quarter 2005. First quarter 2006 funds available for distribution (FAD), which consists of FFO adjusted primarily for straight-line rent, above/below market rents, and amortization of deferred financing fees, was $4.7 million.
Hospital Affiliates Development Corp. (HADC), Windrose's taxable development subsidiary, generated a first quarter 2006 pre-tax loss of $36,000, as compared to a first quarter 2005 pre-tax profit $118,000. The first quarter 2006 after-tax loss was approximately $21,000.
On January 30, 2006, Paula J. Conroy joined Windrose as Senior Vice President and Chief Financial Officer. On March 1, 2006, Robert L. Bowen joined the Board of Trustees.
In March 2006, Windrose Capital Trust I, a Delaware statutory trust which is a wholly-owned subsidiary of Windrose Medical Properties, L.P., the operating partnership of Windrose, completed a $50 million private placement of fixed/floating rate trust preferred securities. These securities will be treated as unsecured long-term debt. Approximately $17.1 million of the net proceeds from the private placement was used to repay outstanding indebtedness under a Bridge Loan Agreement with KeyBank National Association, which was terminated upon repayment. The remaining approximately $32.9 million will be used for general corporate purposes, including funding future acquisitions.
In March 27, 2006, the Company secured through subsidiaries two new secured term loans totaling $36.0 million with Charter One Bank, N.A. to provide permanent financing for the Foundation Surgical Hospital and the Foundation Medical Tower, each located in Bellaire, Texas. These facilities replace two secured construction loans made in September 2004 and December 2004.
Fred Klipsch, Windrose's Chairman and Chief Executive Officer, remarked, "Our first quarter results reflect our expanded portfolio platform that increased approximately 130% in 2005 to $690 million. As a result of the significant development and acquisition activity during the fourth quarter of 2005, we focused on the integration of these assets and the expansion of our infrastructure during the first quarter of 2006. With our broadened asset base, we believe that we are well positioned for future portfolio expansion and expect revenues to grow."
Fred Farrar, Windrose's President and Chief Operating Officer, stated, "During the first four months of the year, we were focused on strengthening of our balance sheet. We have aggressively reduced our interest costs and taken steps towards reducing our leverage ratios. This progress has been achieved through optimizing the use of capital structure from our recent offerings."
Post-First Quarter Events
In April 2006, Windrose completed a public offering of 2,300,000 common shares at $14.80 per share for net proceeds of $32.3 million. The underwriters have a 30-day option to purchase up to 345,000 common shares to cover any over-allotments. The proceeds from the offering will be used to pay down Windrose's existing indebtedness.
Also in April, the Company's development subsidiary, HADC, was engaged to manage the project implementation of a $75 million expansion and renovation of an acute care hospital. Under the Program Management Agreement, HADC, as the owner's representative, will manage the work of third party professionals in the site due diligence, design, equipping and construction of a 200,000 square foot expansion and a 21,000 square foot renovation of Sumner Regional Medical Center (SRMC) on a fee-for-service basis for ownership by Sumner Regional Medical Center.
On April 26, 2006, Philip J. O'Donnell joined Windrose as Vice President - Asset Management.
Distributions
As previously announced, Windrose's Board of Trustees declared a first quarter 2006 dividend of $0.235 per common share. The first quarter 2006 common share dividend represents a 4.4% increase over the dividend for the quarter ended December 31, 2005. The dividend is payable on May 25, 2006 to shareholders of record on May 15, 2006. The Board of Trustees declared a quarterly dividend of $0.4521 per 7.5% Series A cumulative convertible preferred share. This dividend is payable on May 22, 2006 to preferred shareholders of record on May 5, 2006. The Board of Trustees will evaluate the dividend quarterly for the balance of 2006.
Conference Call and Webcast
Windrose will host a conference call to discuss first quarter results on Wednesday, May 3, 2006 at 11:00 a.m. Eastern Daylight Time / 10:00 a.m. Central Daylight Time. The conference call will be accessible by telephone and through the Internet. Telephone access is available by dialing (877) 407-9039 for domestic callers, and (201) 689-8470 for international callers. Those interested in listening to the conference call should dial into the call approximately 10 minutes before the start time.
A live webcast of the conference call will be available online at http://www.windrosempt.com/. After the live webcast, the call will remain available on Windrose Medical Properties Trust's website, http://www.windrosempt.com/, through June 2, 2006. In addition, a telephonic replay of the call will be available from through May 17, 2006. The replay dial-in numbers are (877) 660-6853 for domestic callers and (201) 612-7415 for international. Please use account number 3055 and conference ID number 198599.
About Windrose
Windrose is a self-managed real estate investment trust (REIT) based in Indianapolis, Indiana with offices in Nashville, Tennessee. Windrose was formed to acquire, selectively develop and manage specialty medical properties, such as medical office buildings, ambulatory surgery centers, outpatient treatment diagnostic facilities, physician group practice clinics, specialty hospitals and treatment centers.
Non-GAAP Financial Measures
This press release contains non-GAAP financial information that is generally provided by most publicly-traded REITs and that we believe may be of interest to the investment community. Reconciliation of all non-GAAP financial measures to GAAP financial measures are included in the schedule accompanying this press release and on Windrose's web site at http://www.windrosempt.com/ under the heading "Financial Reports" on the "Investor Center" section of Windrose's web site.
Windrose believes that FFO is helpful in understanding Windrose's operating performance in that FFO excludes depreciation and amortization expense on real estate assets. Windrose believes that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, whose value does not diminish predictably over time, as historical cost depreciation implies. FFO should not be considered as an alternative to cash flows from operating, investing and financing activities as a measure of liquidity. The White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") in April 2002 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization and after comparable adjustments for Windrose's portion of these items related to unconsolidated entities and joint ventures. A reconciliation of Windrose's first quarter 2006 FFO to net income, the most directly comparable GAAP measure, is included in a schedule accompanying this press release.
Windrose's management considers funds available for distribution ("FAD") to be a useful liquidity measure because FAD provides investors with an additional basis to evaluate the ability of Windrose to incur and service debt and to fund capital expenditures and distributions to shareholders and unit holders. Windrose derives FAD by adjusting FFO for certain non-cash items such as the straight line rent adjustment, above/below market lease rents, amortization of loan fees, and depreciation of property, plant and equipment. A reconciliation of Windrose's first quarter 2006 FAD to net income, the most directly comparable GAAP measure, is included in a schedule accompanying this press release.
Safe Harbor
Some of the statements in this news release, including those related to this earnings report, constitute forward-looking statements. Such statements include, in particular, statements about our beliefs, expectations, plans and strategies that are not based on historical facts. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond our control, which may cause our actual results to differ significantly from those expressed in any forward- looking statement. The factors that could cause actual results to differ materially from current expectations include adverse changes in healthcare laws, changes in economic and general business conditions, competition for specialty medical properties, our ability to finance our operations, regulatory conditions and other factors described from time to time in filings we make with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended December 31, 2005. The forward-looking statements contained herein represent our judgment as of the date hereof, and we caution readers not to place undue reliance on such statements. We do not undertake to publicly update or revise any forward-looking statement whether as a result of new information, future events or otherwise.
Contact: Investors/Media:
Windrose Medical Properties Trust The Ruth Group
Fred Farrar Stephanie Carrington/Jason Rando
President and COO (646) 536-7017/7025
(317) 860-8213
Windrose Medical Properties Trust
Condensed Consolidated Financial Information
For the Three months Ended March 31, 2006 and March 31, 2005
(Dollars in Thousands, except per share amounts)
Three months Three months
ended ended
3/31/2006 3/31/2005
RENTAL OPERATIONS
Revenues
Rent $21,207 $9,510
Operating expenses
Rental expenses 5,871 2,798
Depreciation and amortization 5,112 2,117
Total operating expenses 10,983 4,915
Operating income from rental operations 10,224 4,595
SERVICE OPERATIONS (HADC)
Revenues
Development and project management fees 457 637
Expenses
Cost of sales and project costs 370 391
General and administrative expenses 123 128
Gain (Loss) from service operations (36) 118
GENERAL AND ADMINISTRATIVE EXPENSES
Corporate operations 1,518 989
Operating income 8,670 3,724
OTHER INCOME (EXPENSE)
Interest income (expense) (7,311) (2,648)
Gain (loss) on interest rate swap - 69
Other income (expense) (77) (37)
Total other income (expense) (7,388) (2,616)
Income tax benefit (expense) 14 (50)
Net income before minority interest and
discontinued operations 1,296 1,058
Minority interest in income of common
unit holders and other subsidiaries (135) (38)
Discontinued Operations
Net Income from discontinued operations,
net of minority interest - 26
Net gain on sale of discontinued operations,
net of minority interest - 1,215
Net income from discontinued operations - 1,241
Net income 1,161 2,261
Dividends on preferred shares 971 -
Net Income available for common shareholders 190 2,261
Weighted average shares of common
stock outstanding
- Basic 17,539 11,885
- Diluted 17,943 12,288
Net income per common share
- Basic and diluted $0.01 $0.19
Windrose Medical Properties Trust
Condensed Consolidated Financial Information
For the Three months Ended March 31, 2006 and March 31, 2005
(Dollars in Thousands, except per share amounts)
Three months Three months
ended ended
3/31/2006 3/31/2005
Funds from operations(1) (FFO):
Net income available for common shareholders $190 $2,261
Add back (deduct):
Gain on sale of building - (1,250)
Amortization and depreciation expense 5,112 2,117
Minority interest share of depreciation
and amortization (136) (65)
Funds from operations (FFO) $5,167 $3,063
Weighted average shares of common
stock outstanding
- Basic 17,539 11,885
- Diluted 17,943 12,288
FFO per common share
- Basic and diluted $0.29 $0.26
Windrose Medical Properties Trust
Condensed Consolidated Financial Information
For the Three months Ended March 31, 2006
(Dollars in Thousands)
Three months
ended
3/31/2006
Funds available for distribution(2) (FAD)
Funds from operations (FFO) $5,167
Add back (deduct):
Straight-line rent adjustment (1,174)
Rental income associated with above/below
market leases 334
Amortization of deferred financing fees 302
Depreciation of property, plant and equipment 47
Minority interest share of FAD adjustments 29
Funds available for distribution (FAD) $4,704
Cash Spent on Tenant Improvements,
Capital Expenditures and Leasing Commissions
Capital improvement expenditures $117
Tenant improvements and leasing commissions 280
Total $397
Reconciliation of Net Income to Cash Flows Provided by Operating Activities
Three months
ended
3/31/2006
Net income $1,161
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 5,112
Rental income associated with above/below
market leases 334
Deferred income taxes (14)
Deferred compensation expense 118
Amortization of deferred financing fees 302
Amortization of fair value of debt adjustment (139)
Minority interest in earnings 136
Increase (decrease) in cash due to changes in:
Construction receivables and payables, net (152)
Straight line rent receivable (1,174)
Revenue earned in excess of billings (82)
Billings in excess of revenues earned 99
Receivables from tenants 273
Other accrued revenues and expenses (312)
Cash flows provided by operating activities $5,708
Reconciliation of Cash Flows Provided by Operating
Activities to Funds Available for Distribution (FAD)
Three months
ended
3/31/2006
Cash flows provided by operating activities $5,708
Add (Deduct):
Non-income Operating Cash Flows:
Billings in excess of revenues earned 82
Revenue earned in excess of billings (99)
Deferred income taxes 14
Receivables from tenants (273)
Amortization of fair value of debt 139
Depreciation of PP&E and amortization of other assets
Other accrued revenues and expenses 312
Construction payables, net 152
Deferred compensation expense (118)
Minority interest in earnings (136)
Minority interest share of depreciation
and amortization and FAD Adjustments (107)
Preferred dividends (971)
Funds available for distribution (FAD) $4,704
Windrose Medical Properties Trust
Condensed Consolidated Balance Sheets
(Dollars in Thousands)
3/31/2006 3/31/2005
Cash and cash equivalents $15,024 $8,475
Net real estate assets 662,625 313,843
Other assets 28,244 14,166
Total assets $705,893 $336,484
Secured debt $386,884 $173,346
Liability to subsidiary trust issuing
preferred securities 51,000 -
Payables and other liabilities 19,402 12,181
Minority interest 5,830 5,679
Shareholders' equity 242,777 145,278
Total liabilities and shareholders' equity $705,893 $336,484
(1) Windrose believes that FFO is helpful in understanding Windrose's
operating performance in that FFO excludes depreciation and
amortization expense on real estate assets. Windrose believes that
GAAP historical cost depreciation of real estate assets is generally
not correlated with changes in the value of those assets, whose value
does not diminish predictably over time, as historical cost
depreciation implies. FFO should not be considered as an alternative
to cash flows from operating, investing and financing activities as a
measure of liquidity. The White Paper on FFO approved by the Board of
Governors of the National Association of Real Estate Investment Trusts
("NAREIT") in April 2002 defines FFO as net income (loss) (computed in
accordance with GAAP), excluding gains from sales of properties, plus
real estate related depreciation and amortization and after comparable
adjustments for the Company's portion of these items related to
unconsolidated entities and joint ventures.
(2) Windrose's management considers funds available for distribution
("FAD") to be a useful liquidity measure because FAD provides
investors with an additional basis to evaluate the ability of Windrose
to incur and service debt and to fund capital expenditures and
distributions to shareholders and unit holders. Windrose derives FAD
by adjusting FFO for certain non-cash items such as the straight line
rent adjustment, above/below market lease rents, amortization of loan
fees, and depreciation of non-real estate property, plant and
equipment.
Windrose's calculations of FFO and FAD may not be comparable to FFO
and FAD reported by other real estate investment trusts ("REITs") due
to the fact that not all REITs use the same definitions. FFO and FAD
should not be considered as alternatives to net income as indicators
of Windrose's operating performance or alternatives to cash flows as
measures of liquidity. FFO and FAD do not measure whether cash flow
is sufficient to fund all of Windrose's cash needs, including
principal amortization, capital expenditures, and distributions to
shareholders and unit holders. Additionally, FFO and FAD do not
represent cash flows from operating, investing or financing activities
as defined by GAAP.
Reclassifications: Certain prior quarter balances have been
reclassified to conform to the current presentation.
DATASOURCE: Windrose Medical Properties Trust
CONTACT: Fred Farrar, President and COO of Windrose Medical Properties
Trust, +1-317-860-8213; or Investors/Media: Stephanie Carrington,
+1-646-536-7017, , or Jason Rando,
+1-646-536-7025, , both of The Ruth Group, for Windrose
Medical Properties Trust
Web site: http://www.windrosempt.com/