Medical Properties Trust Annual Report 2021
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Medical Properties Trust Annual Report 2021 Form 10-K (NYSE:MPW) Published: March 1st, 2021 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32559 Commission file number 333-177186 Medical Properties Trust, Inc. MPT Operating Partnership, L.P. (Exact Name of Registrant as Specified in Its Charter) Maryland 20-0191742 Delaware 20-0242069 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 1000 Urban Center Drive, Suite 501 Birmingham, AL 35242 (Address of Principal Executive Offices) (Zip Code) (205) 969-3755 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.001 per share, of Medical MPW The New York Stock Exchange Properties Trust, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Medical Properties Trust, Inc. Yes ☒ No ☐ MPT Operating Partnership, L.P. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Medical Properties Trust, Inc. Yes ☐ No ☒ MPT Operating Partnership, L.P. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Medical Properties Trust, Inc. Yes ☒ No ☐ MPT Operating Partnership, L.P. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Medical Properties Trust, Inc. Yes ☒ No ☐ MPT Operating Partnership, L.P. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Medical Properties Trust, Inc. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ MPT Operating Partnership, L.P. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbans-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Act). Medical Properties Trust, Inc. Yes ☐ No ☒ MPT Operating Partnership, L.P. Yes ☐ No ☒ As of June 30, 2020, the aggregate market value of the 523.8 million shares of common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates of Medical Properties Trust, Inc. was $ 9.8 billion based upon the last reported sale price of $18.80 on the New York Stock Exchange on that date. For purposes of the foregoing calculation only, all directors and executive officers of Medical Properties Trust, Inc. have been deemed affiliates. As of February 19, 2021, 580.0 million shares of Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement of Medical Properties Trust, Inc. for the Annual Meeting of Stockholders to be held on May 26, 2021 are incorporated by reference into Items 10 through 14 of Part III, of this Annual Report on Form 10-K. EXPLANATORY NOTE This report combines the Annual Reports on Form 10-K for the year ended December 31, 2020, of Medical Properties Trust, Inc., a Maryland corporation, and MPT Operating Partnership, L.P., a Delaware limited partnership, through which Medical Properties Trust, Inc. conducts substantially all of its operations. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company,” “Medical Properties,” “MPT,” or the “company” refer to Medical Properties Trust, Inc. together with its consolidated subsidiaries, including MPT Operating Partnership, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “operating partnership” or “the operating partnership” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries. On November 19, 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation S-K Items 301, 302, and 303, which became effective on February 10, 2021. Although mandatory compliance is not required until our fiscal year ending December 31, 2021, early adoption is permitted, and we have elected to early adopt amended Regulation S-K Items 301, 302, and 303 in this Annual Report on Form 10-K. TABLE OF CONTENTS A WARNING ABOUT FORWARD LOOKING STATEMENTS 4 PART I ITEM 1 Business 6 ITEM 1A. Risk Factors 19 ITEM 1B. Unresolved Staff Comments 33 ITEM 2. Properties 34 ITEM 3. Legal Proceedings 35 ITEM 4. Mine Safety Disclosures 36 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 37 ITEM 6. Reserved 38 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 54 ITEM 8. Financial Statements and Supplementary Data 56 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 98 ITEM 9A. Controls and Procedures 98 ITEM 9B. Other Information 99 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 100 ITEM 11. Executive Compensation 100 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 100 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 100 ITEM 14. Principal Accountant Fees and Services 100 PART IV ITEM 15. Exhibits and Financial Statement Schedules 101 ITEM 16. Form 10-K Summary 106 SIGNATURES 107 A WARNING ABOUT FORWARD LOOKING STATEMENTS We make forward-looking statements in this Annual Report on Form 10-K that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans, and objectives. Statements regarding the following subjects, among others, are forward-looking by their nature: • our business strategy; • our projected operating results; • our ability to close on any pending transactions discussed herein on the time schedule or terms described or at all; • our ability to acquire, develop, and/or manage additional facilities in the United States (“U.S.”), Europe, Australia, South America, or other foreign locations; • availability of suitable facilities to acquire or develop; • our ability to enter into, and the terms of, our prospective leases and loans; • our ability to raise additional funds through offerings of debt and equity securities, joint venture arrangements, and/or property disposals; • our ability to obtain future financing arrangements; • estimates relating to, and our ability to pay, future distributions; • our ability to service our debt and comply with all of our debt covenants; • our ability to compete in the marketplace; • lease rates and interest rates; • market trends; • projected capital expenditures; and • the impact of technology on our facilities, operations, and business. Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account information currently available to us. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock and other securities, along with, among others, the following factors that could cause actual results to vary from our forward-looking statements: • the factors referenced in this Annual Report on Form 10-K, including those set forth