EX-99.3 4 d381627dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

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Pictured: Morton Hospital Investor Update AUGUST 2022


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AT THE VERY HEART OF HEALTH CARE.®


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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, health crises like COVID-19, including governmental assistance to hospitals and healthcare providers, including certain of our tenants; (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 run-rate 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 comply with applicable laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract patients; (xv) potential environmental contingencies and other liabilities, and (xvi) the risk that 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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MPT INVESTS IN REAL ESTATE NOT THE CONSOLIDATED FINANCIAL PERFORMANCE OF ITS TENANTS MPT’S UNDERWRITING PROCESS IDENTIFIES CERTAIN CHARACTERISTICS IN EACH PHYSICAL FACILITY THAT MAKE IT ATTRACTIVE TO ANY EXPERIENCED AND COMPETENT OPERATOR –INCLUDING THE CURRENT TENANT • History of maintenance and improvements in critical care-delivery spaces such as operating Physical Quality theatres, emergency departments, imaging facilities, patient rooms, etc. • High quality and modern technology for imaging, lab and surgical equipment • Cost to fully replace facility significantly in excess of acquisition cost Demographics • Measurable patient demand growth • Sustainable reimbursement sources and Market • Desirable work/live environment • Replacement cost advantage • Growth constraints on existing competitors Competition • Licensing and other regulations • Scarcity of developable real estate • High start-up costs for new entrants • Facility-level operations generate strong EBITDARM coverage of contractual lease payments Financial • Patient and case mix result in high-quality and diverse reimbursement sources • Diverse and unconcentrated physician and other (i.e. ED) referral sources If a facility meets the criteria above, its very existence is the natural result of true community need, and the proper conditions are in place for profitability. Nonetheless, if an operator becomes distressed and cannot meet its obligations, MPT’s absolute net, master leased structures facilitate a rapid transition to a competent replacement operator. 4


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ESSENTIAL HOSPITAL REAL ESTATE STAYS LEASED TO COMPETENT OPERATORS, AS PROVEN BY MPT’S HISTORY SPECIALIZED EXPERTISE DEMONSTRATED MPT CASH FLOWS PROTECTED BY THE NATURE FOR NEARLY TWO DECADES OF HOSPITALS, AS WELL AS LEASE STRUCTURE MPT has replaced only 11 operators of 20 facilities, in addition to the The right to access the hospital building is an operator’s most Adeptus portfolio, over the course of cumulatively investing more important asset than $24 billion in nearly 530 hospitals. • Hospital license is attached to facility itself (no building, no business) Real Estate Recovered/ Gross Retained (Loss) Landlords cannot be “crammed down” in bankruptcy Operator Facilities Investment Valuation Recovery • Lessees may only accept or reject a lease, and landlords cannot be Adeptus1 59 $415 MM $482 MM $67 MM compelled to negotiate • Lessees must stay current on all lease requirements All others since 2 20 $605 MM $585 MM ($20 MM) inception Bumps in the road Total 79 $1.02 BN $1.07 BN $47 MM • Truly temporary or correctible challenges, not uncommon over a multi-decade lease, rarely justify lease termination WELL-UNDERWRITTEN HOSPITALS RAPIDLY ATTRACT COMPETENT OPERATORS HOUSTON TOWN & COUNTRY SHASTA REGIONAL MEDICAL CENTER COVINGTON LTACH GENERAL ACUTE CARE HOSPITAL (Houston, TX) GENERAL ACUTE CARE HOSPITAL (Redding, CA) LONG-TERM ACUTE CARE (Covington, LA) RE Investment $57 MM RE Investment $57 MM RE Investment $12 MM Recovered $72 MM • Original operator Hospital Partners of Sold for $15 MM America files for bankruptcy • Original operator failed due to the • Original operator files for bankruptcy due • In October 2008, the replacement absence of key managed care contracts to parent-level liquidity issues in 2011 operator paid MPT $12 MM in cash for the • Lease terminated in October 2006 • Promptly re-leased to the replacement right to immediately assume the lease at • No interruption of services operator with no missed rent and a 20% an increased lease base • No missed rent payments profits interest in the operator for no • No missed rent or service interruption, • Sold promptly to Memorial Hermann additional MPT investment and the facility remains leased • Property sold at a gain in 2016 1. See page 7 of April 2022 Investor Update 2. Aggregate of all lease/mortgaged facilities transitioned from the original lessee since MPT’s 2005 IPO; represents real estate investments and does not include any costs 5 incurred by MPT for operations or costs of transition. Primarily comprised of lease transitions and sales to third parties.


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FOR MPT PURPOSES, AN OPERATOR IS AS HEALTHY AS ITS HOSPITALS MPT IS COMMITTED TO TRANSPARENT COVERAGE REPORTING THAT ALIGNS WITH ITS OWN FACILITY-CENTRIC UNDERWRITING APPROACH Tenants operate and invest in business segments not directly MPT rarely owns 100% of an operator’s real estate and, in relevant to the profitable operations of MPT facilities many cases, does not own a majority 1 Hospitals account for a majority of operator total revenue (often > 90%) and are central to enterprise value, largely due to high barriers to entry related to the business such as: CERTIFICATE OF NEED SIGNIFICANT REAL ESTATE HIGH START-UP TIME INVESTMENT TO OBTAIN PATIENT LAWS AND LICENSURE REQUIREMENT AND AND OPERATING VOLUME AND REFERRALS FROM REQUIREMENTS CAPITAL INTENSITY COSTS A LIMITED NUMBER OF PHYSICIANS 2 Hospitals can and do exist without Corporate Offices yet, “Corporate” would not exist without the hospitals they support. 3Hospitals own/operate entities focused throughout the full spectrum of care, coordinate referral patterns and control valuable health information/data MD Managed Offices Outpatient â–ª Ancillary healthcare functions remain reliant on hospitals Care clinics o Physicians need venue to perform surgeries, refer patients for Networks diagnostics and to transfer high-acuity patients o Ambulatory surgery centers limited in scope and generally Medical require transfer agreements with hospitals STRATEGICALLY FSEDs Groups o Most long-term care facilities (LTACH, SNF, etc.) have similar LOCATED CLOSE agreements with hospitals TO HOSPITALS Labs ASCs 4 Hospitals and health systems are often one of a community’s largest employers Rehab Imaging – in urban, suburban and rural areas Centers Centers 6


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CONSERVATIVE EBITDAR COVERAGE REPORTING REINTRODUCED TO FURTHER ENHANCE TRANSPARENCY FACILITY-LEVEL EBITDARM = NET FACILITY REVENUE, LESS DIRECT OPERATING EXPENSES SUCH AS: PEOPLE SUPPLIES DRUGS MAINTENANCE PROPERTY TAX UTILITIES INSURANCE (Wages, Benefits, AND REPAIRS Contract Labor, (expensed here and typically Purchased Services 3-4% of net revenue) and Professional Fees) FACILITY-LEVEL EBITDAR ALSO SUBTRACTS ALLOCATED “MANAGEMENT FEE” OF ~5% OF NET REVENUE: â–ª While many facility-level management functions are already expensed in the calculation of EBITDARM, EBITDAR also compensates for a conservative estimate of tenant corporate entity-level expenses that would remain relevant to the operations of MPT facilities in the rare event of a tenant transition REVENUE CYCLE LEGAL ACCOUNTING INFORMATION HUMAN MANAGEMENT TECHNOLOGY RESOURCES â–ª EBITDAR-based coverages were reported through Q2 2018, after which time MPT determined in conversations with stakeholders that the market was not awarding “credit” for conservative reporting methodology â–ª MPT has reintroduced facility-level EBITDAR coverage disclosure with Q2 2022 earnings 7


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INVESTMENT IN OPERATORS INSTRUMENTAL IN ASSEMBLING REAL ESTATE BUT REMAINS A SECONDARY FOCUS MPT HAS LONG INVESTED A RELATIVELY SMALL PERCENTAGE OF ITS OVERALL PORTFOLIO IN ITS OPERATORS â–ª Importantly, more than half of MPT’s investments in 10% unconsolidated entities in the second quarter of 2022 was 9% comprised of real estate joint ventures – much of which was formerly consolidated 8% 7% 7% â–ª At 6/30/2022, MPT’s investments in unconsolidated operating entities represented roughly 7% of total pro forma gross assets, 6% modestly above MPT’s 6% average since IPO (see chart) 5% â–ª While underwritten to be individually profitable, the broader 4% purpose of non-real estate investments is to source current and 3% future real estate opportunities 2% â–ª With very few exceptions, cash consideration from MPT for all 1% investments is paid immediately to the seller of the assets and is 0% never made available to the operator 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Q2 â–ª Investments in operators can take the following forms: MPT Non-Real Estate Investments (percentage of Passive Equity Total Pro Forma Gross Assets) Short- and RIDEA interest Average Long-term Loans Ownership in Operator As well as other loan Interest Often the result of the seller of derivative instruments a platform requiring same buyer to purchase “WholeCo” 8 Total Pro Forma Gross Assets for period 2016—Q1 2022 is further explained on slide 14


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COMPETENCE AND CONFIDENCE TO INVEST IN OPCOS: A HIGHLY PROFITABLE COMPETITIVE ADVANTAGE MPT’S SCALE AND EXPERTISE ARE OF GREAT BENEFIT WHEN A SELLER MANDATES A “WHOLECO” EXIT OpCo Exit OpCo 2004 2012 Holding period: (Ernest, Capella, Springstone) Holding period: Seven IRF/LTACH + $400 MM “WholeCo” 6 years Repaid within 5 years properties acquired purchase of Ernest, 13% unlevered IRR for $212 MM includes 16 hospitals for o OpCo investments become prior to MPT’s IPO. ~$300 MM. on 2018 sale of OpCo independently marketable for $43 MM secured $96 MM convertible loan profitable exit, often quickly loan investment. investment. Cash consideration was paid from MPT to seller and not retained by operator in MPT now owns ~$900 MM in combined materially all cases listed Ernest and Vibra real estate OpCo Exit OpCo Exit 2014 2015 Holding period: Holding period: < 1 year MPT acquires 32 German post-acute $600 MM investment 7 years facilities for $880 MM, concurrent with in seven Capella hospitals. 8% unlevered IRR Waterland’s purchase of their operations. 13% unlevered IRR $300 MM debt and equity on sale of OpCo €11 MM passive investment in operator on 2021 sale of OpCo investment in operator to facilitate to Apollo for the purpose of sourcing future real seller’s desired sale of entire estate opportunities. platform to single buyer. 50% interest in 71 properties Several hospitals from original sold in 2018 for €500 MM gain. Capella transaction included in today’s $1.1 BN $1.1 BN current MPT pro rata ownership Apollo-sponsored LifePoint and ScionHealth of 78 MEDIAN facilities. portfolios or since sold at a profit. 9 Note: IRRs represent unlevered internal rate of return


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CURRENT OPCO ROSTER SIMILAR TO PRIOR TRANSACTIONS IN ORIGIN, STRUCTURE AND POTENTIAL Materially all cash investment consideration paid to sellers of real estate and/or operations, not to the current operator International JV Est. 2021 Est. 2020 Est. 2016 Real Estate ~$870 MM Real Estate ~$4.6BN Real Estate ~$130 MM of UK behavioral facilities under master lease Colombian real estate under master lease of facilities under master lease and future and future real estate opportunities and future international real estate real estate opportunities OpCo $156 MM opportunities OpCo $363 MM Passive 9.9% equity interest in operations OpCo $231 MM loan investment in operator with and variable rate syndicated loan investment RIDEA investment in operator embedded upside participation features $139 MM Loan earning 7.5% interest 49% ownership of operator equity passive equity investment in operator Est. 2021 Real Estate ~$245 MM of UK childhood special education facilities Est. 2021 Note: “WholeCo” sale desired by and future real estate opportunities seller of platform OpCo $16 MM Est. 2019 Real Estate ~$800 MM Real Estate ~$1.0 BN passive equity ownership Swiss real estate held in 70% Infracore JV in 19 facilities under master lease, as well and future real estate opportunities as future opportunities OpCo $197 MM OpCo $152 MM passive investment marketable RIDEA investment in operator Est. 2019 in Swiss Medical Network Loan component earning 8% interest Real Estate ~$1.6 BN + 49% ownership of operator equity $73 MM passive equity ownership of of U.S. facilities and future real estate opportunities Swiss Medical majority owner Aevis Victoria OpCo $113 MM loan earning 8% interest 10


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STEWARD RELATIONSHIP IS CREATING ENDURING PROPERTY-BASED VALUE FOR MPT—WITH OPCO “OPTION VALUE” â–ª Approximately $1.6 billion in cash rent and interest â–ª Secondarily, equity and structured debt investments collected on real estate leased to Steward since Q4 2016 position MPT to benefit from growth in the value of Steward, with limited downside â–ª Approximate $600 million real estate gain on sale of eight Massachusetts hospitals in Q1 2022 o Steward’s Utah operations are highly profitable and generating â–ª ~$105 million EBITDA run-rate Utah real estate valued at $1.6 to $1.9 billion o Sale of non-core seniors managed care business to CareMax puts based on estimated 5.5% to 6.5% cap rate range Steward in position to capture substantial value in the form of ($1.2 billion MPT cost basis) CareMax stock (41% ownership) in full earnout scenario MPT TOTAL PRO FORMA GROSS ASSETS: STEWARD ($ MILLIONS) $6,000 $5,447 • Acquisition of 10 IASIS Health Care hospitals • MPT converts two mortgages in Utah into $5,381 • Initial MPT $5,156 in AR, AZ, TX, UT for $1.4 billion $950 MM in much preferred sale-leaseback investment in investments by providing Steward $200 nine Steward • MPT adds $100 MM to establish 9.9% equity $5,000 MM of incremental funds hospitals in interest in Steward $4,490 Massachusetts for • All cash consideration paid directly to seller • Acquisition of two $1.2 BN MPT passive Steward facilities in • 5% $3,879 AZ and FL for $80 MM interest in • Cash paid to seller $4,000 Steward initiated $4,205 for $50 MM $3,411 • All cash proceeds • MPT invests $335 MM in paid by Steward Steward to fund the exit of • MPT announces to former sponsor former sponsor Cerberus $3,000 Macquarie partnership Cerberus (cash paid directly to • MPT acquires transaction on eight Cerberus) Scenic Valley Medical Center in West MPT Mass. hospitals with Texas for $26 MM • receives $11 MM approx. $600 MM gain on distribution on its sale of real estate • Cash proceeds to Steward to fund their 9.9% equity interest $2,000 acquisition of the operations and • $1.3 BN in cash received $1,551 substantial investment in facility by MPT • MPT acquires 5 properties in South • Acquisition of eight hospitals Florida from Tenet Health for $900 MM in FL, OH and PA from $1,000 $1,250 Community Health Systems • Steward acquires the operating for ~$300 MM entity without MPT funding • All cash consideration • Cash from MPT paid directly to seller paid directly to seller $- Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Source: Company filings 11


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STEWARD OPERATIONS HAVE IMPROVED SUBSTANTIALLY, AHEAD OF FOURTH QUARTER CASH FLOW RESET WINNING CORPORATE STRATEGY Steward is focused on applying its physician-led and technologically advanced care delivery model to improve outcomes, lower costs and create lasting partnerships with communities. The level of success Steward continues to demonstrate in Massachusetts and Utah is being replicated in new strategic markets. OPERATIONS RAMPED-UP TO STRONG RUN-RATE DURING Q2 20221 Results improving substantially versus Q1 2022, as restrictions on elective surgeries in Massachusetts have expired and as staffing and other cost pressures have eased. â–ª Volume metrics up across all key categories â–ª May and June significantly outperformed â–ª Higher-quality volume improving profitability original expectations â–ª EBITDAR increased in majority of regions â–ª Q2 2022 +11% versus pre-COVID Q2 2019 â–ª Contract labor expense decreased 21%, with (excluding South Florida) labor costs now < 50% of revenue LIQUIDITY UPDATE1 Recent improvements to hospital operations noted above are expected to continue through the remainder of the year and to coincide with positive developments related to Steward’s liquidity position: â–ª $350 million annual labor and non-labor cost savings initiative is fully-implemented as of August â–ª $70 million in Medicaid reimbursement previously delayed due to dispute between Texas and CMS is now being collected â–ª $70 million collection in Q3 2022 of accounts receivable related to Tenet transition in Florida â–ª $125 million in cash expected from CareMax transaction, expected to close in Q4 2022 â–ª $45-50 million current monthly pace of Medicare advance and Tenet management contract repayments ends in September Steward expects a substantial and sustainable positive free cash flow run-rate beginning in Q4 2022 12 1 The information was provided by Steward Health Care. We have not independently verified this information.


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HOSPITAL REAL ESTATE THAT STAYS LEASED SUPPORTS DECADES OF COMPOUNDING, INFLATION-PROTECTED CASH FLOW ESCALATORS CREATE IMMEDIATE VALUE WITHOUT A CORRESPONDING CAPITAL COST Pro forma 2022 cash rent1 ~$1,295 MM Estimated escalation for 20232 ~$57 MM Total estimated 2023 cash rent ~$1,352 MM Estimated escalation rate 4.4% Valuation of escalation in rental revenue if the blended ~$875 MM capitalization rate is assumed to be 6.5% The cash lease rate is permanently increased in any year in which the inflationary escalator exceeds the minimum contractual escalator 1 Adjusted for March 16, 2022 sale of 50% of Steward assets to Macquarie partnership as if completed on January 1, 2022 13 2 Based on July 2022 U.S., UK and EuroZone inflation


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TOTAL PRO FORMA GROSS ASSETS RECONCILIATION Total Pro Forma Gross Assets (Unaudited) (Amounts in millions) December 31, 2016 December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021 June 30, 2022 Total Assets $ 6,419 $ 9,020 $ 8,844 $ 14,467 $ 16,829 $ 20,520 $ 19,743 Add: Real estate commitments on new investments 288 18 865 1,989 1,901 —Accumulated depreciation and amortization 325 456 465 570 834 993 1,109 Incremental gross assets of our joint ventures and other1 — 376 564 1,287 1,713 1,689 Less: Cash used for funding the transactions above and debt repayment2 (83) (18) (722) (1,061) (421) (897) (257) Total Pro Forma Gross Assets $ 6,949 $ 9,476 $ 9,828 $ 16,529 $ 20,430 $ 22,329 $ 22,284 1 Adjustment to reflect our share of our joint ventures’ gross assets and certain lease intangible assets. 2 Includes cash available on hand plus cash generated from activities subsequent to period-end including loan repayments or dispositions, if any Gross assets derived from our consolidated balance sheet for period 2012—2015 and represents total assets before accumulated depreciation and amortization. We initiated reporting of total pro forma gross assets in 2017 (with disclosure provided for 2016). Total pro forma gross assets is total assets before accumulated depreciation/amortization (adjusted for our unconsolidated joint ventures) and assumes material real estate commitments on new investments are fully funded, and assumes cash on hand at period-end and cash generated from or to be generated from financing activities subsequent to period-end are either used in these transactions or used to reduce debt. We believe total pro forma 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. 14