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Medical Properties Trust Annual Report 2020

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Medical Properties Trust Annual Report 2020 Medical Properties Trust Annual Report 2020 Form 10-K (NYSE:MPW) Published: February 27th, 2020 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, 2019 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 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 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, 2019, the aggregate market value of the 392,133,979 shares of common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates of Medical Properties Trust, Inc. was $6,838,816,594 based upon the last reported sale price of $17.44 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 21, 2020, 520,927,310 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 21, 2020 are incorporated by reference into Items 10 through 14 of Part III, of this Annual Report on Form 10-K. TABLE OF CONTENTS A WARNING ABOUT FORWARD LOOKING STATEMENTS 3 PART I ITEM 1 Business 5 ITEM 1A. Risk Factors 17 ITEM 1B. Unresolved Staff Comments 35 ITEM 2. Properties 36 ITEM 3. Legal Proceedings 38 ITEM 4. Mine Safety Disclosures 38 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 39 ITEM 6. Selected Financial Data 41 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 58 ITEM 8. Financial Statements and Supplementary Data 60 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 102 ITEM 9A. Controls and Procedures 102 ITEM 9B. Other Information 103 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 104 ITEM 11. Executive Compensation 104 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 104 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 104 ITEM 14. Principal Accountant Fees and Services 104 PART IV ITEM 15. Exhibits and Financial Statement Schedules 105 ITEM 16. Form 10-K Summary 110 SIGNATURES 111 EXPLANATORY NOTE This report combines the Annual Reports on Form 10-K for the year ended December 31, 2019, 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 “our operating partnership” or “the operating partnership” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries. CAUTIONARY LANGUAGE REGARDING 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 acquire, develop, and/or manage additional facilities in the United States (“U.S.”), Europe, Australia, 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. The 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 under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business;” • the political, economic, business, real estate, and other market conditions of the U.S. (both national and local), Europe (in particular Germany, the United Kingdom, Spain, Italy, Portugal, and Switzerland), Australia, and other foreign jurisdictions; • the risk that a condition to closing under the agreements governing any or all of our outstanding transactions that have not closed as of the date hereof (including the transactions described in Note 8 to Item 8 of this Annual Report on Form 10-K) may not be satisfied; • the possibility that the anticipated benefits from any or all of the transactions we enter into will take longer to realize than expected or will not be realized at all; • the competitive environment in
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