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Medical Properties Trust, Inc. Mpt Operating Partnership, L.P UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 (I. R. S. Employer incorporation or organization) Identification No.) 1000 URBAN CENTER DRIVE, SUITE 501 BIRMINGHAM, AL 35242 (Address of principal executive offices) (Zip Code) REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (205) 969-3755 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. 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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. Large accelerated filer ☒ (Medical Properties Trust, Inc. only) Accelerated filer ☐ Non-accelerated filer ☒ (MPT Operating Partnership, L.P. only) 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. ☐ Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share, of Medical Properties MPW The New York Stock Exchange Trust, Inc. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 3, 2021, Medical Properties Trust, Inc. had 588.2 million shares of common stock, par value $0.001, outstanding. EXPLANATORY NOTE This report combines the Quarterly Reports on Form 10-Q for the three months ended March 31, 2021 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,” “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” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries. MEDICAL PROPERTIES TRUST, INC. AND MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED March 31, 2021 Table of Contents Page PART I — FINANCIAL INFORMATION 3 Item 1 Financial Statements 3 Medical Properties Trust, Inc. and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 3 Condensed Consolidated Statements of Net Income for the Three Months Ended March 31, 2021 and 2020 4 Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 5 Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2021 and 2020 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 7 MPT Operating Partnership, L.P. and Subsidiaries Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 8 Condensed Consolidated Statements of Net Income for the Three Months Ended March 31, 2021 and 2020 9 Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 10 Condensed Consolidated Statements of Capital for the Three Months Ended March 31, 2021 and 2020 11 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 12 Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. Notes to Condensed Consolidated Financial Statements 13 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3 Quantitative and Qualitative Disclosures about Market Risk 33 Item 4 Controls and Procedures 34 PART II — OTHER INFORMATION 35 Item 1 Legal Proceedings 35 Item 1A Risk Factors 35 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 35 Item 3 Defaults Upon Senior Securities 35 Item 4 Mine Safety Disclosures 35 Item 5 Other Information 35 Item 6 Exhibits 36 SIGNATURE 37 2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements. MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets March 31, December 31, 2021 2020 (In thousands, except per share amounts) (Unaudited) (Note 2) Assets Real estate assets Land, buildings and improvements, intangible lease assets, and other $ 12,107,170 $ 12,078,927 Investment in financing leases 2,021,480 2,010,922 Mortgage loans 1,324,865 248,080 Gross investment in real estate assets 15,453,515 14,337,929 Accumulated depreciation and amortization (903,798) (833,529) Net investment in real estate assets 14,549,717 13,504,400 Cash and cash equivalents 746,753 549,884 Interest and rent receivables 44,558 46,208 Straight-line rent receivables 545,385 490,462 Equity investments 1,080,214 1,123,623 Other loans 1,522,666 858,368 Other assets 256,382 256,069 Total Assets $ 18,745,675 $ 16,829,014 Liabilities and Equity Liabilities Debt, net $ 9,999,538 $ 8,865,458 Accounts payable and accrued expenses 445,595 438,750 Deferred revenue 21,533 36,177 Obligations to tenants and other lease liabilities 158,799 144,772 Total Liabilities 10,625,465 9,485,157 Equity Preferred stock, $0.001 par value. Authorized 10,000 shares; no shares outstanding — — Common stock, $0.001 par value. Authorized 750,000 shares; issued and outstanding — 583,109 shares at March 31, 2021 and 541,419 shares at December 31, 2020 583 541 Additional paid-in capital 8,252,966 7,461,503 Distributions in excess of net income (71,071) (71,411) Accumulated other comprehensive loss (66,720) (51,324) Treasury shares, at cost (777) (777) Total Medical Properties Trust, Inc. stockholders’ equity 8,114,981 7,338,532 Non-controlling interests 5,229 5,325 Total Equity 8,120,210 7,343,857 Total Liabilities and Equity $ 18,745,675 $ 16,829,014 See accompanying notes to condensed consolidated financial statements. 3 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Net Income (Unaudited) For the Three Months Ended March 31, (In thousands, except per share amounts) 2021 2020 Revenues Rent billed $ 213,344 $ 171,767 Straight-line rent 54,873 31,421 Income from financing leases 50,894 52,436 Interest and other income 43,654 38,508 Total revenues 362,765 294,132 Expenses Interest 86,972 80,899 Real estate depreciation and amortization 75,642 60,921 Property-related 5,453 5,412 General and administrative 36,073 33,385 Total expenses 204,140 180,617 Other income (expense) Gain on sale of real estate 989 1,325 Real estate impairment charges — (19,006) Earnings from equity interests 7,101 4,079 Debt refinancing and unutilized financing costs (2,269) (611) Other (including mark-to-market adjustments on equity securities) 7,794 (14,135) Total other income (expense) 13,615 (28,348) Income before income tax 172,240 85,167 Income tax expense (8,360) (4,010) Net income 163,880 81,157 Net income attributable to non-controlling interests (97) (165) Net income attributable to MPT common stockholders $ 163,783 $ 80,992 Earnings per common share — basic and diluted Net income attributable to MPT common stockholders $ 0.28 $ 0.15 Weighted-average shares outstanding — basic 576,240 521,076 Weighted-average shares outstanding — diluted 577,541 522,179 Dividends declared per common share $ 0.28 $ 0.27 See accompanying notes to condensed consolidated financial statements. 4 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Unaudited) For the Three Months Ended March 31, (In thousands) 2021 2020 Net income $ 163,880 $ 81,157 Other comprehensive income: Unrealized gain (loss) on interest rate swap, net of tax 15,504 (25,103) Foreign currency translation loss (30,900) (23,272) Total comprehensive income 148,484 32,782 Comprehensive income attributable to non-controlling interests (97) (165) Comprehensive income attributable to MPT common stockholders $ 148,387 $ 32,617 See accompanying notes to condensed consolidated financial statements. 5 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Condensed Consolidated Statements of
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