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

MEDICAL PROPERTIES TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-32559

Maryland		20-0191742
(State or other jurisdiction of incorporation or organization)		(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

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On October 24, 2005, Medical Properties Trust, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2005. A copy of the press release is filed as exhibit 99.1 to this report and is incorporated by reference herein. The information in this Form 8-K and exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.      Financial Statements, Pro Forma Financial Information and Exhibits.

             (c)      Exhibits:

Exhibit
Number		Description
99.1		Press release dated October 24, 2005 reporting financial results for the quarter ended September 30, 2005

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 25, 2005

INDEX TO EXHIBITS

Exhibit
Number		Description
99.1		Press release dated October 24, 2005 reporting financial results for the quarter ended September 30, 2005

Exhibit 99.1

		For Immediate Release
		Contact:		Media Contact:
		R. Steven Hamner		Gregory R. Hodges
		Executive Vice President — CFO		Hodges & Associates
		Medical Properties Trust, Inc.		(205) 328-4357 Tel
		(205) 969-3755 Tel		(205) 328-4366 Fax
		(205) 969-3756 Fax		(205) 746-9554 Cell
		shamner@medicalpropertiestrust.com		hodges@thehighroad.com
		www.medicalpropertiestrust.com

MEDICAL PROPERTIES TRUST, INC. REPORTS RESULTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2005

Birmingham, AL, October 24, 2005 — Medical Properties Trust, Inc. (NYSE: MPW) today announced its operating and other results for the quarter ended September 30, 2005.

HIGHLIGHTS:

	•		Net income of $5.26 million or approximately $0.14 per diluted share, an increase over the year earlier period of 40%.
	•		Funds from operations (“FFO”) of $6.43 million or approximately $0.17 per basic and diluted share, an increase of 21% over the prior year period.
	•		A $0.17 per common share dividend was paid on September 29, 2005.
	•		Construction commenced on two development projects with an aggregate estimated development cost of approximately $73 million.
	•		Exercise of the over-allotment option related to the Company’s previously described initial public offering, resulting in a sale of 1,810,023 share of common stock at $10.50 per share, less underwriting discount.

Edward K. Aldag, Jr., chairman, president, and CEO expressed satisfaction with the Company’s progress. “These third quarter results are right in line with what we expected, and more important, with what we told our shareholders to expect. In addition to meeting earnings, cash flow and dividend expectations, we continue to add new healthcare facilities to our portfolio that will provide for future earnings growth.”

Net income for the quarter of $5.26 million reflected a 100% increase compared to the $2.63 million earned in the third quarter of 2004. On a per share basis, the $0.14 earned in the third quarter of 2005 was 40% greater than the $0.10 earned in the year earlier quarter, after adjusting for the 13,175,023 shares issued pursuant to the Company’s recent IPO.

FFO in the third quarter of 2005 of $6.43 million was 80% greater than the 2004 third quarter FFO of $3.56 million. FFO per share in the third quarter of 2005 of $0.17 reflected a 21% increase over the $0.14 reported in 2004, again after adjustment for the shares of common stock issued pursuant to the IPO. Net income and FFO for the three months ended September 30, 2005, also include a non-cash charge of $555,000 for restricted shares issued to management, directors and employees.

MPT paid a quarterly dividend of $0.17 per share on September 29, 2005, which represented a 70% increase over the $0.10 dividend that was declared in the third quarter of 2004.

During the quarter, MPT acquired the land and commenced construction of the Bucks County Oncoplastic Institute near Philadelphia, Pennsylvania and the Monroe Hospital in Bloomington, Indiana, two previously announced, fully leased development projects. The hospital facilities, which have a combined estimated development cost of approximately $73 million, are expected to be completed during the fourth quarter of 2006.

Aldag credited the strong operating performance of MPT’s existing properties, the progress of its construction and development, and the outlook for its acquisition pipeline as the reasons for a successful third quarter and positive expectations for future results.

“We remain pleased with the profitability and other key operating indicators of our tenants,” Aldag said. “Our largest tenant, Vibra Healthcare, continues to meet our growth and cash flow expectations, and our remaining tenants likewise are generating strong profits, cash flow, and lease coverage. The weighted average lease coverage for all properties in our portfolio, based on our base rents and our tenants’ earnings before interest, taxes, depreciation and amortization, and rent, exceeds three times.”

FUTURE OPERATIONS:

The Company reiterated its previously disclosed estimate that, in addition to the approximately $73 million in development projects that recently commenced construction, it will invest approximately $100 million in existing facilities in the near future. Aldag stated, “We have under commitment existing hospitals that we expect will have a total investment value of approximately $55 million. Acquisition of these properties is subject to certain regulatory and judicial approvals, which we expect to have shortly. Based on the status of other possible transactions, we continue to be optimistic about closing an additional approximately $50 million in the near term and possibly by year end. Also, our West Houston Town and Country Hospital and Medical Office Building are being occupied by the tenant and will generate rent income during the fourth quarter. The Company is currently negotiating a revolving line of credit which initially will provide up to $100 million with the option to increase the line of credit to $175 million. This line of credit will replace our existing term loan which had an original value of $75 million.”

Based on management’s estimates of the timing and amount of acquisitions in the fourth quarter of 2005, the Company presently expects net income for the fourth

quarter to range between $0.18 and $0.21 per diluted share, and FFO to range between $0.19 and $0.22 per diluted share. Management reiterated its previous estimate that the Company should acquire between $200 and $300 million in healthcare real estate in 2006. The Company’s estimates of future results are based upon management’s present estimates of acquisitions and the timing of developments, and there is no assurance that some or any of the anticipated acquisitions will occur or that properties under development will be completed as anticipated.

CONFERENCE CALL AND WEBCAST

The Company has scheduled a conference call and webcast for Tuesday, October 25, 2005 at 11:00 a.m. Eastern Time in order to present the Company’s performance and operating results for the quarter ended September 30, 2005. The dial-in number for the conference call is (800) 299-9630 (U.S.) and (617) 786-2904 (International), and the passcode is 79910309. Participants may also access the call via webcast at www.medicalpropertiestrust.com. A webcast replay of the call will be available shortly after completion of the call through November 22, 2005.

ABOUT MEDICAL PROPERTIES TRUST, INC.

Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real estate investment trust formed to capitalize on the changing trends in healthcare delivery by acquiring and developing net-leased healthcare facilities. These facilities include inpatient rehabilitation hospitals, long-term acute care hospitals, regional and community hospitals, women’s and children’s hospitals, skilled nursing facilities, ambulatory surgery centers, and other single-discipline healthcare facilities, such as heart hospitals, orthopedic hospitals and cancer centers.

The statements in this press release that are forward looking are based on current expectations and actual results or future events may differ materially. Words such as “expects,” “believes,” “anticipates,” “intends,” “will,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements, which include statements concerning the payment of future dividends, if any, completion of projects under development, acquisition of healthcare real estate, completion of a $100 million revolving line of credit, completion of additional debt arrangements, net income per share and FFO per share in the fourth quarter of 2005. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company or future events to differ materially from those expressed in or underlying such forward-looking statements, including without limitation: national and local economic, business, real estate and other market conditions; the competitive environment in which the Company operates; the execution of the Company’s business plan; financing risks; the Company’s ability to attain and maintain its status as a REIT for federal income tax purposes; acquisition and development risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally or the healthcare real estate industry in particular. For further discussion of the facts that could affect outcomes, please refer to the “Risk Factors” section of the Company’s prospectus dated October 20, 2005. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to update the information in this press release.

MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
(Unaudited)

		For the Three Months Ended								For the Nine Months Ended
		September 30, 2005				September 30, 2004				September 30, 2005				September 30, 2004
Revenues
Rent billed		$	5,964,211			$	2,874,033			$	14,579,588			$	2,874,033
Unbilled rent			1,007,062				1,142,186				3,784,801				1,142,186
Interest income from loans			1,233,668				1,022,853				3,562,857				1,022,853
Total revenues			8,204,941				5,039,072				21,927,246				5,039,072
Expenses
Real estate depreciation and amortization			1,170,387				928,356				2,986,790				928,356
General and administrative			1,990,971				1,631,600				5,109,854				3,329,559
Stock based compensation			555,409				—				602,403				—
Costs of terminated acquisitions			—				14,199				—				350,923
Total operating expenses			3,716,767				2,574,155				8,699,047				4,608,838
Operating income (loss)			4,488,174				2,464,917				13,228,199				430,234
Other income (expense)
Interest income			767,917				188,568				1,509,903				667,857
Interest expense			—				(24,547	)			(1,542,266	)			(32,769	)
Net other income (expense)			767,917				164,021				(32,363	)			635,088
Net income		$	5,256,091			$	2,628,938			$	13,195,836			$	1,065,322
Net income (loss) per share, basic		$	0.14			$	0.10			$	0.44			$	0.06
Weighted average shares outstanding — basic			37,606,480				26,082,862				29,975,971				17,033,911
Net income (loss) per share, diluted		$	0.14			$	0.10			$	0.44			$	0.06
Weighted average shares outstanding — diluted			37,654,576				26,085,312				29,999,381				17,035,494

MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

		September 30, 2005				December 31, 2004
		(Unaudited)
Assets
Real estate assets
Land		$	13,491,429			$	10,670,000
Buildings and improvements			166,572,054				111,387,232
Construction in progress			78,484,104				24,318,098
Intangible lease assets			7,558,712				5,314,963
Gross investment in real estate assets			266,106,299				151,690,293
Accumulated depreciation			(3,969,062	)			(1,311,757	)
Accumulated amortization			(496,198	)			(166,713	)
Net investment in real estate assets			261,641,039				150,211,823
Cash and cash equivalents			100,826,702				97,543,677
Interest and rent receivable			1,273,472				419,776
Unbilled rent receivable			9,979,241				3,206,853
Loans			52,895,611				50,224,069
Other assets			4,976,522				4,899,865
Total Assets		$	431,592,587			$	306,506,063
Liabilities and Stockholders’ Equity
Liabilities
Debt		$	40,366,667			$	56,000,000
Accounts payable and accrued expenses			11,537,838				10,903,025
Deferred revenue			8,465,676				3,578,229
Lease deposit			11,763,064				3,296,365
Total liabilities			72,133,245				73,777,619
Minority interests			2,137,500				1,000,000
Stockholders’ equity
Preferred stock, $0.001 par value. Authorized 10,000,000 shares; no shares outstanding			—				—
Common stock, $0.001 par value. Authorized 100,000,000 shares; issued and outstanding - 39,292,885 shares at September 30, 2005, and December 31, 2004			39,293				26,083
Additional paid in capital			359,866,949				233,626,690
Accumulated deficit			(2,584,400	)			(1,924,329	)
Total stockholders’ equity			357,321,842				231,728,444
Total Liabilities and Stockholders’ Equity		$	431,592,587			$	306,506,063

MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES
Reconciliation of Net Income to Funds From Operations
(Unaudited)

		For the Three Months				For the Three Months				For the Nine Months				For the Nine Months
		Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
		2005				2004				2005				2004
FFO information
Net income		$	5,256,091			$	2,628,939			$	13,195,836			$	1,065,322
Depreciation and amortization			1,170,387				928,356				2,986,790				928,356
Funds from operations		$	6,426,478			$	3,557,295			$	16,182,626			$	1,993,678
Per share data:
Net income (loss) per share, basic		$	0.14			$	0.10			$	0.44			$	0.06
Depreciation and amortization			0.03				0.04				0.10				0.06
Funds from operations		$	0.17			$	0.14			$	0.54			$	0.12
FFO per share, basic		$	0.17			$	0.14			$	0.54			$	0.12
FFO per share, diluted		$	0.17			$	0.14			$	0.54			$	0.12

Funds from operations, or FFO, represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs) and after adjustments for unconsolidated partnerships and joint ventures. Management considers funds from operations a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that funds from operations provides a meaningful supplemental indication of our performance. We compute funds from operations in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating funds from operations utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. Funds from operations should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as indicators of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity.