Form 8-K
MEDICAL PROPERTIES TRUST INC false 0001287865 0001287865 2023-02-27 2023-02-27

 

 

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 27, 2023

 

 

MEDICAL PROPERTIES TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-32559   20-0191742

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

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

N/A

(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:

 

 

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))

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.   MPW   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

 


Item 7.01.

Regulation FD Disclosure.

On February 27, 2023, Medical Properties Trust, Inc. (the “Company”) published a Supplemental Update. This presentation can be found under “Supplementals & Reports” in the Investor Relations section on the Company’s website, https://www.medicalpropertiestrust.com/investor-relations.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission, except as expressly set forth by specific reference in any such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.   

Description

99.1    Medical Properties Trust, Inc. Fourth Quarter 2022 Supplemental Update
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MEDICAL PROPERTIES TRUST, INC.
By:  

/s/ R. Steven Hamner

Name:   R. Steven Hamner
Title:   Executive Vice President and Chief Financial Officer

Date: February 27, 2023

EX-99.1

Exhibit 99.1

 

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Fourth Quarter 2022 Supplemental Update FEBRUARY 2023


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FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “would”, “could”, “expect”, “intend”, “plan”, “estimate”, “target”, “anticipate”, “believe”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding our strategies, objectives, future expansion and development activities, and expected financial performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results or future events to differ materially from those expressed in or underlying such forward-looking statements, including, but not limited to: (i) the economic, political and social impact of, and uncertainty relating to, potential impact from health crises (like COVID-19); (ii) the ability of our tenants, operators and borrowers to satisfy their obligations under their respective contractual arrangements with us, especially as a result of the adverse economic impact of the COVID-19 pandemic, and government regulation of hospitals and healthcare providers in connection with same (as further detailed in our Current Report on Form 8-K filed with the SEC on April 8, 2020); (iii) our expectations regarding annual guidance for net income and NFFO per share; (iv) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate acquisitions and investments; (v) the nature and extent of our current and future competition; (vi) macroeconomic conditions, such as a disruption of or lack of access to the capital markets or movements in currency exchange rates; (vii) our ability to obtain debt financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and pay down, refinance, restructure or extend our indebtedness as it becomes due; (viii) increases in our borrowing costs as a result of changes in interest rates and other factors; (ix) international, national and local economic, real estate and other market conditions, which may negatively impact, among other things, the financial condition of our tenants, lenders and institutions that hold our cash balances, and may expose us to increased risks of default by these parties; (x) factors affecting the real estate industry generally or the healthcare real estate industry in particular; (xi) our ability to maintain our status as a REIT for federal and state income tax purposes; (xii) federal and state healthcare and other regulatory requirements, as well as those in the foreign jurisdictions where we own properties; (xiii) the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain equity or debt financing secured by our properties or on an unsecured basis; (xiv) the ability of our tenants and operators to operate profitably and generate positive cash flow, comply with applicable laws, rules and regulations in the operation of the our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract patients; (xv) potential environmental contingencies and other liabilities; (xvi) the risk that the expected sale of three Connecticut hospitals currently leased to Prospect does not occur; (xvii) the risk that Steward’s anticipated sale of its Utah operations and MPT’s expected lease with Common Spirit are not executed as announced; and (xviii) the risk that other property sales, loan repayments, and other capital recycling transactions do not occur. The risks described above are not exhaustive and additional factors could adversely affect our business and financial performance, including the risk factors discussed under the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and as updated in our quarterly reports on Form 10-Q. Forward-looking statements are inherently uncertain and actual performance or outcomes may vary materially from any forward-looking statements and the assumptions on which those statements are based. Readers are cautioned to not place undue reliance on forward-looking statements as predictions of future events. We disclaim any responsibility to update such forward-looking statements, which speak only as of the date on which they were made.


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Q4 2022 PORTFOLIO INFORMATION: ASSET TYPE TOTAL ASSETS AND REVENUES BY ASSET TYPE (GAAP METHOD—AS PREVIOUSLY PRESENTED) (December 31, 2022) ($ amounts in thousands) Total Percentage of Q4 2022 Percentage of Asset Types Properties (A) (B) Assets Total Assets Revenues Q4 2022 Revenues General Acute Care Hospitals 202 $ 13,386,376 68.1% $ 286,376 75.2% Behavioral Health Facilities 67 2,727,326 13.9% 51,624 13.6% Inpatient Rehabilitation Facilities 112 1,418,603 7.2% 28,489 7.5% Long-Term Acute Care Hospitals 20 277,772 1.4% 7,955 2.1% Freestanding ER/Urgent Care Facilities 43 236,764 1.2% 6,042 1.6% Other—1,611,159 8.2% — Total 444 $ 19,658,000 100.0% $ 380,486 100.0% TOTAL ADJUSTED GROSS ASSETS AND ADJUSTED REVENUES BY ASSET TYPE (NON-GAAP METHOD) (December 31, 2022) ($ amounts in thousands) Percentage of Total Q4 2022 Percentage of Asset Types (C) Properties (D) Total Gross (E) Gross Assets Revenues Q4 2022 Revenues Assets General Acute Care Hospitals 199 $ 14,751,347 69.5% $ 317,693 74.5% Behavioral Health Facilities 67 2,597,713 12.2% 51,624 12.1% Inpatient Rehabilitation Facilities 112 2,013,192 9.5% 43,196 10.1% Long-Term Acute Care Hospitals 20 325,255 1.5% 7,955 1.9% Freestanding ER/Urgent Care Facilities 43 272,058 1.3% 6,042 1.4% Other—1,280,972 6.0% — Total 441 $ 21,240,537 100.0% $ 426,510 100.0% (A) Agrees to total assets on our consolidated balance sheets. (B) Reflects actual revenues on our consolidated statement of income. (C) Adjusts for the acquisition of a majority interest in Spring stone by Life point, the expected sale of three Connecticut hospitals currently leased to Prospect, and the expected purchase of Steward’s Utah operations by Common Spirit. (D) Includes gross real estate assets, other loans, equity investments, and pro rata portion of gross assets in joint venture arrangements, assuming material real estate commitments on new investments are fully funded. See page 7 of this report for a reconciliation of total assets to total adjusted gross assets at December 31, 2022. (E) Reflects actual revenues on our consolidated statement of income along with revenue from properties owned through our unconsolidated joint venture arrangements. See page 8 of this report for a reconciliation of actual revenues to total adjusted revenues. 3


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Q4 2022 PORTFOLIO INFORMATION: OPERATOR TOTAL ASSETS AND REVENUES BY OPERATOR (GAAP METHOD—AS PREVIOUSLY PRESENTED) (December 31, 2022) ($ amounts in thousands) Total Percentage of Q4 2022 Percentage of Operators Properties (A) (B) Assets Total Assets Revenues Q4 2022 Revenues Steward Health Care 41 Florida market $ 1,324,555 6.7% $ 25,466 6.7% Utah market 1,192,384 6.1% 33,724 8.9% Massachusetts market 756,818 3.8% 6,490 1.7% Texas/Arkansas/Louisiana market 1,073,425 5.5% 21,503 5.6% Arizona market 298,486 1.5% 8,698 2.3% Ohio/Pennsylvania market 117,005 0.6% 3,518 0.9% Circle Health 36 2,062,474 10.5% 45,282 11.9% Prospect Medical Holdings 14 1,483,599 7.5% 43,781 11.5% Priory Group 32 1,290,213 6.6% 20,151 5.3% Spring stone 19 985,959 5.0% 21,930 5.8% 50 operators 302 7,461,923 38.0% 149,943 39.4% Other—1,611,159 8.2% — Total 444 $ 19,658,000 100.0% $ 380,486 100.0% TOTAL ADJUSTED GROSS ASSETS AND ADJUSTED REVENUES BY OPERATOR (NON-GAAP METHOD) (December 31, 2022) ($ amounts in thousands) Total Percentage of Q4 2022 Percentage of Operators (C) Properties (D) (E) Gross Assets Total Gross Assets Revenues Q4 2022 Revenues Steward Health Care 36 Florida market $ 1,410,907 6.7% $ 25,466 6.0% Massachusetts market 1,257,283 5.9% 23,380 5.6% Texas/Arkansas/Louisiana market 1,027,259 4.8% 21,503 5.1% Arizona market 362,492 1.7% 8,698 2.1% Ohio/Pennsylvania market 141,600 0.7% 3,518 0.8% Utah market (F) — 33,724 7.7% Circle Health 36 2,211,306 10.4% 45,282 10.6% Life point Health 27 1,407,706 6.6% 14,104 3.3% Swiss Medical Network 17 1,348,920 6.4% 11,816 2.8% Priory Group 32 1,317,110 6.2% 20,151 4.7% Prospect Medical Holdings 11 1,184,772 5.6% 43,781 10.3% Spring stone ——21,930 5.1% 48 operators 282 8,290,210 39.0% 153,157 35.9% Other—1,280,972 6.0% — Total 441 $ 21,240,537 100.0% $ 426,510 100.0% (A) Agrees to total assets on our consolidated balance sheets. (B) Reflects actual revenues on our consolidated statement of income. (C) Adjusts for the acquisition of a majority interest in Spring stone by Life point, the expected sale of three Connecticut hospitals currently leased to Prospect, and the expected purchase of Steward’s Utah operations by Common Spirit. (D) Includes gross real estate assets, other loans, equity investments, and pro rata portion of gross assets in joint venture arrangements, assuming material real estate commitments on new investments are fully funded. See page 7 of this report for a reconciliation of total assets to total adjusted gross assets at December 31, 2022. (E) Reflects actual revenues on our consolidated statement of income along with revenue from properties owned through our unconsolidated joint venture arrangements. See page 8 of this report for a reconciliation of actual revenues to total adjusted revenues. (F) Due to the assumption that Utah properties currently leased to Steward become leased to Common Spirit, certain loan investments noted in footnote (D) are allocated among a smaller number of markets relative to the GAAP-based analysis and to MPT’s Q3 2022 Supplemental. 4


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Q4 2022 PORTFOLIO INFORMATION: GEOGRAPHY TOTAL ASSETS AND REVENUES BY U.S. STATE AND COUNTRY (GAAP METHOD—AS PREVIOUSLY PRESENTED) (December 31, 2022) ($ amounts in thousands) Total Percentage of Q4 2022 Percentage of U.S. States and Other Countries Properties (A) (B) Assets Total Assets Revenues Q4 2022 Revenues Texas 52 $ 1,967,948 10.0% $ 41,625 10.9% California 20 1,450,112 7.4% 41,313 10.9% Florida 9 1,324,555 6.8% 25,466 6.7% Utah 7 1,224,484 6.2% 34,714 9.1% Massachusetts 10 761,694 3.9% 6,662 1.8% 26 Other States 122 4,245,306 21.6% 120,418 31.6% Other—1,028,946 5.2% — United States 220 $ 12,003,045 61.1% $ 270,198 71.0% United Kingdom 87 $ 4,083,244 20.8% $ 77,502 20.4% Australia 11 854,582 4.3% 14,157 3.7% Switzerland 17 748,947 3.8% 868 0.2% Germany 82 664,900 3.4% 8,040 2.1% Spain 9 222,316 1.1% 1,919 0.5% Other Countries 18 498,753 2.5% 7,802 2.1% Other—582,213 3.0% — International 224 $ 7,654,955 38.9% $ 110,288 29.0% Total 444 $ 19,658,000 100.0% $ 380,486 100.0% TOTAL ADJUSTED GROSS ASSETS AND ADJUSTED REVENUES BY U.S. STATE AND COUNTRY (NON-GAAP METHOD) (December 31, 2022) ($ amounts in thousands) U.S. States and Other Countries Total Percentage of Q4 2022 Percentage of (C) Properties (D) (E) Gross Assets Total Gross Assets Revenues Q4 2022 Revenues Texas 52 $ 2,005,798 9.5% $ 41,625 9.8% California 20 1,488,203 7.0% 41,313 9.7% Florida 9 1,410,907 6.6% 25,466 6.0% Massachusetts 10 1,262,683 5.9% 23,552 5.5% Utah 7 925,932 4.4% 34,714 8.1% 25 Other States 119 4,227,575 19.9% 120,418 28.2% Other—876,663 4.1% — United States 217 $ 12,197,761 57.4% $ 287,088 67.3% United Kingdom 87 $ 4,308,233 20.3% $ 77,502 18.2% Switzerland 17 1,348,920 6.3% 11,816 2.8% Germany 82 1,200,212 5.6% 22,747 5.3% Australia 11 924,579 4.4% 14,157 3.3% Spain 9 335,176 1.6% 3,508 0.8% Other Countries 18 521,347 2.5% 9,692 2.3% Other—404,309 1.9% — International 224 $ 9,042,776 42.6% $ 139,422 32.7% Total 441 $ 21,240,537 100.0% $ 426,510 100.0% (A) Agrees to total assets on our consolidated balance sheets. (B) Reflects actual revenues on our consolidated statement of income. (C) Adjusts for the acquisition of a majority interest in Spring stone by Life point, the expected sale of three Connecticut hospitals currently leased to Prospect, and the expected purchase of Steward’s Utah operations by Common Spirit. (D) Includes gross real estate assets, other loans, equity investments, and pro rata portion of gross assets in joint venture arrangements, assuming material real estate commitments on new investments are fully funded. See page 7 of this report for a reconciliation of total assets to total adjusted gross assets at December 31, 2022. (E) Reflects actual revenues on our consolidated statement of income along with revenue from properties owned through our unconsolidated joint venture arrangements. See page 8 of this report for a reconciliation of actual revenues to total adjusted revenues. 5


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APPENDIX: PORTFOLIO INFORMATION BRIDGE ASSET-BASED CONCENTRATION GAAP Method1 Non-GAAP Method Variance Under GAAP Method: Includes consolidated real estate assets, net Includes consolidated real estate assets, Reduced presented basis of all consolidated real estate of accumulated depreciation before accumulated depreciation Includes pro rata share of unconsolidated Reduced Swiss Medical Network & Switzerland overall (Infracore JV) Unconsolidated investments included at real estate assets, before accumulated Reduced Steward Massachusetts & Mass. overall (MAM Partnership) book value of equity depreciation Reduced IRFs & Germany overall (MEDIAN JV) Includes adjustments for the timing of Increased Prospect Medical (excl. binding CT sale) End-of-period balance sheet only closed transactions and for material Increased Steward Utah & Utah overall (excl. binding Common Spirit lease) transactions under binding agreement Decreased Life point and Increased Spring stone (excl. closed business combo) “Other” assets presume cash is applied to debt reduction and can also include End-of-period balance sheet only Increased “Other” assets adjustments related to binding agreements such as non-cash write-offs due to disposals Loan and equity investments in operators Loan and equity investments in operators Loan investments in Steward are allocated to a smaller number of geographic are allocated geographically in proportion are allocated geographically in proportion markets when incorporating the impact of MPT’s expected lease with Common Spirit to MPT’s real estate investments at the end to MPT’s real estate investments, including in Utah. Thus, balances increase for all remaining markets relative to both GAAP-of the reporting period the impact of binding transactions based disclosures and MPT’s Q3 2022 supplemental reporting REVENUE-BASED CONCENTRATION GAAP Method1 Non-GAAP Method Variance Under GAAP Method: Includes actual consolidated GAAP revenue Includes actual consolidated GAAP revenue None for reporting period for reporting period Interest from loan investments in Includes pro rata share of GAAP revenue Reduced Swiss Medical Network & Switzerland overall (Infracore JV) unconsolidated entities is included in from investments in unconsolidated real Reduced Steward Massachusetts & Mass. overall (MAM partnership) consolidated GAAP revenue; no additional estate JVs Reduced IRFs & Germany overall (MEDIAN JV) unconsolidated revenue included No adjustments for timing or subsequent No adjustments for timing or subsequent None events events 1 In December 2022, the SEC published updates to its non-GAAP financial measure guidance, which included that non-GAAP disclosures in charts, tables, and graphs (and the like) need to display the related GAAP measure in equal or greater prominence. For reference: Questions and Answers of General Applicability Question 102.10 (a)(b)(c) https://www.sec.gov/corpfin/non-gaap-financial-measures 6


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RECONCILIATIONS: TOTAL ADJUSTED GROSS ASSETS TOTAL ADJUSTED GROSS ASSETS (December 31, 2022) (amounts in thousands) December 31, 2022 Tota l As s ets $ 19,658,000 Add: Accumulated depreciation and amortization 1,193,312 Add: Incremental gross assets of our Investments in Unconsolidated Real Estate Joint Ventures(1) 1,698,917 Less: Gross book value of the transactions, net(2) (1,074,024) Net: Reclassification between operators(3) -Less: Decrease in cash from the transactions(4) (235,668) (5) $ 21,240,537 Tota l Adjus ted Gros s As s ets (1) Reflects an addition to total assets to present our total share of each joint venture’s gross assets. See below for details of the calculation. While we do not control any of our unconsolidated real estate joint venture arrangements and do not have direct legal claim to the underlying assets of the unconsolidated real estate joint ventures, we believe this adjustment allows investors to view certain concentration information on a basis comparable to the remainder of our real estate portfolio. This presentation is also consistent with how our management team reviews our portfolio (dollar amounts in thousands): Real estate joint venture total gross real estate and other assets $ 5,921,188 Weighted-average equity ownership percentage 55% 3,261,727 Investments in Unconsolidated Real Estate Joint Ventures(A) (1,562,810) Incremental gross assets of our Investments in Unconsolidated Real Estate Joint Ventures $ 1,698,917 (A) Includes amount shown on the “Investments in unconsolidated real estate joint ventures” line on our consolidated balance sheets, along with a CHF 60 million mortgage loan included in the “Mortgage loans” line on our consolidated balance sheets. (2) Represents the gross book value of assets sold or written off due to the October 2022 commitment to sell three facilities leased to Prospect for approximately $457 million, the acquisition of the majority interest in Spring stone by a subsidiary of Life point in February 2023, and the February 2023 commitment to lease five facilities in Utah to Common Spirit that are currently leased to Steward, partially offset by the addition of new gross assets from the committed transactions. See detail below (in thousands): Gross book value of assets in transactions $ (655,354) Non-cash write-offs related to disposals (418,670) Gross book value of the transactions $ (1,074,024) (3) Reclass of $0.8 billion of gross assets between Spring stone and Life point along with $0.9 billion reclass of gross assets between Steward and Common Spirit as part of the committed transactions described in Note (2). (4) Represents cash expected from the proceeds generated by the transactions, along with cash on hand to reduce debt as detailed below (in thousands): Expected cash proceeds generated by the transactions $ 659,000 Reduction of revolver balance (894,668) Net decrease in cash from the transactions $ (235,668) (5) Total adjusted gross assets is total assets before accumulated depreciation/amortization (adjusted for our investments in unconsolidated real estate joint ventures), assumes material transaction commitments are completed, and assumes cash on hand at period-end and cash generated from or to be generated from transaction commitments or financing activities subsequent to period-end are either used in these transactions or used to reduce debt. We believe total adjusted 7 gross assets is useful to investors as it provides a more current view of our portfolio and allows for a better understanding of our concentration levels as our commitments close.


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RECONCILIATIONS: TOTAL ADJUSTED REVENUES ADJUSTED REVENUES (December 31, 2022) (amounts in thousands) For the Three Months Ended December 31, 2022 Tota l Revenues $ 380,486 Revenues from investments in unconsolidated real estate joint ventures 46,024 Tota l Adjus ted Revenues ( 1) $ 426,510 (1) Adjusted revenues are total revenues adjusted for our pro rata portion of similar revenues in our investments in unconsolidated real estate joint ventures. We believe adjusted revenues are useful to investors as it provides a more complete view of revenues across all of our investments and allows for better understanding of our revenue concentration. 8