Table
of Contents
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):
April 8, 2009 (April 8, 2009)
SENIOR
HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its
Charter)
Maryland
|
|
001-15319
|
|
04-3445278
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
400 Centre Street, Newton, Massachusetts 02458
(Address of Principal Executive Offices) (Zip
Code)
617-796-8350
(Registrants Telephone Number, Including
Area Code)
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))
Table
of Contents
FORWARD LOOKING STATEMENTS
THIS CURRENT
REPORT ON FORM 8-K CONTAINS STATEMENTS AND IMPLICATIONS WHICH CONSTITUTE
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.
ALSO, WHENEVER WE USE WORDS SUCH AS BELIEVE, EXPECT, ANTICIPATE, INTEND,
PLAN, ESTIMATE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING
STATEMENTS. THESE FORWARD LOOKING STATEMENTS APPEAR IN A NUMBER OF PLACES IN
THIS REPORT AND INCLUDE BUT ARE NOT LIMITED TO STATEMENTS REGARDING OUR INTENT,
BELIEF OR EXPECTATION, OR THE INTENT, BELIEF OR EXPECTATION OF OUR TRUSTEES AND
OFFICERS,
WITH RESPECT
TO OUR AGREEMENTS TO PURCHASE CERTAIN MEDICAL OFFICE, CLINIC AND BIOTECH
LABORATORY BUILDINGS, OR MOBS.
THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT,
BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO
OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF
VARIOUS FACTORS. FOR EXAMPLE OUR OBLIGATIONS TO COMPLETE THE CURRENTLY PENDING MOB
PURCHASES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE COMMERCIAL REAL
ESTATE PURCHASES. AS A RESULT OF ANY FAILURE OF THESE CONDITIONS, SOME OF THE
PROPERTIES MAY NOT BE PURCHASED OR SOME OF THESE PURCHASES MAY BE
ACCELERATED OR DELAYED.
OTHER IMPORTANT FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD LOOKING STATEMENTS
ARE DESCRIBED MORE FULLY UNDER ITEM 1A. RISK FACTORS IN OUR ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2008.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON
FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY APPLICABLE LAW, WE DO
NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Explanatory Note
As previously reported in our Current Report
on Form 8-K dated May 9, 2008, or the May 9 Current Report,
filed by Senior Housing Properties Trust, or SNH, or us or we, we agreed to
purchase up to 48 MOBs from HRPT Properties Trust, or HRPT, pursuant to a
series of purchase and sale agreements, or the Purchase Agreements, dated as of
May 5, 2008. The Purchase
Agreements are more fully described in the May 9 Current Report. Financial statements and pro forma financial
information required by Items 9(a) and (b) of Form 8-K in
connection with the matters reported in
1
Table
of Contents
the May 9 Current Report were reported
by us in the May 9 Current Report and amended in our Current Report on Form 8-K/A
dated May 22, 2008, in our Current Report on Form 8-K/A dated September 29,
2008, and in our Current Report on Form 8-K dated December 17,
2008. As of the date of this Current
Report on Form 8-K, we have purchased 38 of the MOBs from HRPT. In addition, because a third party consent
was not received, one of the Purchase Agreements was amended so that one of the
remaining 10 MOBs is no longer subject to the Purchase Agreements; in the event
HRPT obtains the third party consent we may nonetheless purchase that MOB.
Our agreements to acquire these
48 MOBs and our relationships with HRPT are described more fully in our Annual
Report on Form 10-K for the year ended December 31, 2008.
This Current Report on Form 8-K provides
updated unaudited pro forma financial statements reflecting the purchase of 38
of the MOBs, as well as the pending acquisitions of the remaining 9 MOBs
subject to the Purchase Agreements and the one remaining MOB that is no longer
subject to the Purchase Agreements, but that we still believe we will
purchase. The updated pro forma
financial statements also reflect unrelated properties we have purchased
through December 2008.
Item 9.01.
Financial Statements and Exhibits.
This Current Report on Form 8-K includes pro forma financial data
for us, which includes the 38 MOBs that have been acquired and the 10 MOBs
proposed to be acquired from HRPT as well as other acquisitions we have
completed since January 1, 2009 (balance sheet) and January 1, 2008
(statements of income). Because changes
will likely occur in occupancy, rents and expenses with respect to the
properties to be acquired and because some or all of the acquisitions may not
be completed, the pro forma financial data presented should not be considered
as a projection of future results.
Differences could also result from, among other considerations, changes
in our portfolio of investments, in interest rates and in our capital
structure.
Between June and December 31, 2008, we acquired 37 of these
properties containing 1.5 million square feet for approximately $346.8 million,
excluding closing costs. In January 2009, we acquired one additional
property for approximately $19.3 million, excluding closing costs, and we
expect the closings of the remaining 10 acquisitions to occur in 2010. We and
HRPT may mutually agree to accelerate the closings of these acquisitions. We funded these acquisitions using cash on
hand, proceeds from equity issuances, borrowings under our revolving credit facility
and by assuming three mortgage loans on two properties totaling $10.8 million
with a weighted average interest rate of 7.1% per annum and a weighted average
maturity in 2018.
2
Table
of Contents
Between January 1, 2008 and December 31, 2008, we acquired
the following other properties from unrelated parties (dollars in thousands):
Date
Acquired
|
|
Location
|
|
Number of
Properties
|
|
Units
|
|
Purchase
Price
|
|
1/1/08
|
|
WI
|
|
5
|
|
568
|
|
$
|
66,767
|
|
2/7/08
|
|
TX
|
|
2
|
|
98
|
|
10,292
|
|
2/17/08
|
|
NE
|
|
1
|
|
138
|
|
9,338
|
|
3/1/08
|
|
MN
|
|
1
|
|
228
|
|
48,549
|
|
3/31/08
|
|
CA, DE, MD
|
|
10
|
|
660
|
|
137,445
|
|
8/1/08
|
|
AL
|
|
2
|
|
112
|
|
14,734
|
|
8/21/08
|
|
GA, IL, TX, UT
|
|
4
|
|
NA
|
(1)
|
100,009
|
|
9/1/08
|
|
IN
|
|
8
|
|
451
|
|
62,268
|
|
9/30/08
|
|
NY
|
|
1
|
|
NA
|
(2)
|
18,647
|
|
11/1/08
|
|
IN
|
|
1
|
|
252
|
|
30,529
|
|
|
|
|
|
35
|
|
2,507
|
|
$
|
498,578
|
|
(1)
On
August 21, 2008, we acquired four wellness centers with a total of
458,000 square feet.
|
(2)
On September 30,
2008, we acquired one medical office building from an unaffiliated party with
a total of 89,000 square feet.
|
We funded these acquisitions using cash on hand, proceeds from equity
issuances, borrowings under our revolving credit facility and by assuming 15
mortgage loans for $50.5 million on eight of these properties.
Certain properties acquired by us, or proposed to be acquired from
HRPT, are leased to various tenants, including Five Star Quality Care, Inc.,
or Five Star, on a long term basis under net leases that transfer substantially
all of the properties operating and holding costs to the tenants. We have
previously provided summary financial data and other information regarding Five
Star in our Annual Report on Form 10-K for the fiscal year ended December 31,
2008. The remaining tenants with net leases are engaged in a range of
industries including health services, biotechnology research, and
pharmaceutical research and manufacturing with no significant concentration
within any particular industry. The
majority of these net lease tenants are privately owned. Certain leases are guaranteed by affiliates
of the tenants. As of the date of this
Current Report on Form 8-K, we believe that each tenant is current in its
rent payments. Five of the significant
net lease tenants, other than Five Star, are: Scripps Research Institute, or
Scripps; Fallon Community Health Plan, or Fallon Clinic; Health Insurance Plan
of New York, or HIP; EPIX Pharmaceuticals, Inc., or EPIX; and The Oklahoma
City Clinics. Scripps is one of the
largest non-profit health research institutes in the Country and is located in
La Jolla, California. Fallon Clinic is
one of the largest multi-specialty group practices providing healthcare
services in central Massachusetts.
HIP is one of the largest
health insurance companies providing clinical services in the New York City
area. EPIX is a biopharmaceutical company focused on
discovering and developing novel therapeutics.
EPIX is listed on NASDAQ Global Market under the symbol EPIX. The Oklahoma City Clinics are a
medical practice group operating in Oklahoma City and the surrounding areas.
3
Table of Contents
SENIOR HOUSING
PROPERTIES TRUST
Introduction
to Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated balance sheet
as of December 31, 2008, reflects our financial position as if the
transactions described in the footnotes to the unaudited pro forma condensed
consolidated financial statements were completed on December 31,
2008. The unaudited pro forma condensed
consolidated statement of income for the year ended December 31, 2008,
presents our results of operations as if the transactions described in the
notes to the unaudited pro forma condensed consolidated financial statements
were completed on January 1, 2008.
These unaudited pro forma condensed consolidated financial statements
should be read in conjunction with our financial statements for the year ended December 31,
2008, included in our Annual Report on Form 10-K, and the historical financial
statements included in our Current Report on Form 8-K dated May 9,
2008 and in our Current Report on Form 8-K/A dated May 22, 2008.
The unaudited pro forma financial statements assume the acquisitions of
48 medical office, clinic and biotech laboratory buildings, or MOBs, from HRPT
Properties Trust, or HRPT, are financed with cash on hand, proceeds from equity
issuances, borrowings under our revolving credit facility and by assuming three
mortgage debts on two of the properties totaling $10.8 million. We expect to eventually fund these
acquisitions with a mix of long term capital determined based upon market
conditions. These unaudited pro forma
financial statements are provided for informational purposes only and upon
completion of the planned long term financing for these acquisitions our
financial position and results of our operations will be significantly
different than what is presented in these unaudited pro forma financial
statements. In the opinion of management,
all adjustments necessary to reflect the effects of the transactions described
above have been included in the pro forma financial statements.
The allocation of the purchase price of the acquisitions of the MOBs
from HRPT and the other property acquisitions described in the notes to the
unaudited pro forma condensed consolidated financial statements and reflected
in these unaudited pro forma condensed consolidated financial statements has
been based upon preliminary estimates of the fair value of assets acquired and
liabilities assumed. A final
determination of the fair values of the MOBs acquired or to be acquired will be
based on the actual net tangible and intangible assets that exist as of the
dates of the completion of the transactions.
Consequently, amounts preliminarily allocated to assets acquired and
liabilities assumed could change significantly from those used in the unaudited
pro forma financial statements.
These unaudited pro forma financial statements are not necessarily
indicative of the expected results of operations for any future period. Differences will result if the acquisitions
of the MOBs from HRPT are not completed as planned. Differences could also result from, among
other considerations, future changes in our portfolio of investments, changes
in interest rates, changes in our capital structure, changes in property level
operating expenses, and changes in property level revenues including rents
expected to be received on leases in place or signed during and after
2009. Consequently, amounts presented in
the unaudited pro forma financial statements related to these transactions are
likely to be different than actual future results.
F-1
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Unaudited Pro Forma Condensed Consolidated
Balance Sheet
December 31,
2008
(dollars in thousands)
|
|
|
|
Pro Forma Adjustments
|
|
|
|
|
|
Historical
|
|
MOBs
Acquired
(A) (C)
|
|
MOBs Pending
(B) (C)
|
|
Subsequent
Event
(D)
|
|
Pro Forma
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
Real estate properties, at cost
|
|
$
|
2,807,256
|
|
$
|
19,063
|
|
$
|
178,273
|
|
$
|
|
|
$
|
3,004,592
|
|
Less accumulated depreciation
|
|
381,339
|
|
|
|
|
|
|
|
381,339
|
|
|
|
2,425,917
|
|
19,063
|
|
178,273
|
|
|
|
2,623,253
|
|
Cash and cash equivalents
|
|
5,990
|
|
|
|
|
|
|
|
5,990
|
|
Restricted cash
|
|
4,344
|
|
|
|
|
|
|
|
4,344
|
|
Deferred financing fees, net
|
|
5,068
|
|
|
|
|
|
|
|
5,068
|
|
Acquired real estate leases, net
|
|
30,546
|
|
815
|
|
24,022
|
|
|
|
55,383
|
|
Other assets
|
|
25,009
|
|
|
|
|
|
|
|
25,009
|
|
|
|
$
|
2,496,874
|
|
$
|
19,878
|
|
$
|
202,295
|
|
$
|
|
|
$
|
2,719,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility
|
|
$
|
257,000
|
|
$
|
19,249
|
|
$
|
198,990
|
|
$
|
(96,806
|
)
|
$
|
378,433
|
|
Senior unsecured notes due 2012 and 2015, net
of discount
|
|
322,017
|
|
|
|
|
|
|
|
322,017
|
|
Secured debt and capital leases
|
|
151,416
|
|
|
|
|
|
|
|
151,416
|
|
Acquired real estate lease obligations, net
|
|
7,974
|
|
629
|
|
3,305
|
|
|
|
11,908
|
|
Other liabilities
|
|
27,109
|
|
|
|
|
|
|
|
27,109
|
|
Shareholders equity
|
|
1,731,358
|
|
|
|
|
|
96,806
|
|
1,828,164
|
|
|
|
$
|
2,496,874
|
|
$
|
19,878
|
|
$
|
202,295
|
|
$
|
|
|
$
|
2,719,047
|
|
See accompanying notes to unaudited pro forma
condensed consolidated financial statements.
F-2
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Unaudited Pro Forma Condensed Consolidated
Statement of Income
Year Ended December 31,
2008
(amounts in thousands, except per share
amounts)
|
|
Historical
|
|
MOBs
Acquired
(E)
|
|
MOBs Pending
(F)
|
|
Pro Forma
Adjustments
|
|
Pro Forma
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
233,210
|
|
$
|
|
|
$
|
|
|
$
|
15,264
|
(G)
|
$
|
248,474
|
|
MOB rental income
|
|
|
|
25,990
|
|
18,037
|
|
5,621
|
(H)
|
49,648
|
|
Interest and other income
|
|
2,327
|
|
|
|
|
|
|
|
2,327
|
|
Total revenues
|
|
235,537
|
|
25,990
|
|
18,037
|
|
20,885
|
|
300,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
2,792
|
|
7,992
|
|
4,092
|
|
569
|
(I)
|
15,445
|
|
Interest
|
|
40,154
|
|
|
|
|
|
5,352
|
(J)
|
45,506
|
|
Depreciation
|
|
60,831
|
|
|
|
|
|
16,962
|
(K)
|
77,793
|
|
General and administrative
|
|
17,136
|
|
|
|
|
|
2,654
|
(L)
|
19,790
|
|
Impairment of assets
|
|
8,379
|
|
|
|
|
|
|
|
8,379
|
|
Total expenses
|
|
129,292
|
|
7,992
|
|
4,092
|
|
25,537
|
|
166,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before gain on sale of properties
|
|
106,245
|
|
17,998
|
|
13,945
|
|
(4,652
|
)
|
133,536
|
|
Gain on sale of properties
|
|
266
|
|
|
|
|
|
|
|
266
|
|
Net income
|
|
$
|
106,511
|
|
$
|
17,998
|
|
$
|
13,945
|
|
$
|
(4,652
|
)
|
$
|
133,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
105,153
|
|
|
|
|
|
15,245
|
(M)
|
120,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
Income before gain on sale of properties
|
|
$
|
1.01
|
|
|
|
|
|
|
|
$
|
1.11
|
|
Net income
|
|
$
|
1.01
|
|
|
|
|
|
|
|
$
|
1.11
|
|
See accompanying notes to
unaudited pro forma condensed consolidated financial statements.
F-3
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Notes to
Unaudited Pro Forma Condensed Consolidated Financial Statements
(dollars in tables in thousands, or as
otherwise stated)
Unaudited Pro Forma Condensed Consolidated
Balance Sheet Adjustments
(A)
Represents
the impact of our completed acquisition from HRPT of the one MOB which was
acquired subsequent to December 31, 2008 and related financing. This acquisition was funded with borrowings
under our revolving credit facility.
Included in the December 31, 2008 historical numbers are 37 MOBs
that were acquired between June and December 31, 2008 from HRPT for
approximately $346.8 million, excluding closing costs, including the assumption
of three mortgage loans that encumber two properties totaling $10.8 million at
a weighted average interest rate of 7.1% per annum. Also included in the December 31, 2008
historical column is one MOB acquired from an unaffiliated party for $18.6
million, excluding closing costs.
(B)
Represents
the impact of our pending acquisitions of the remaining 10 MOBs we expect to
acquire from HRPT and relating financings.
These pending acquisitions are expected to be funded with borrowings
under our revolving credit facility. The
estimated purchase prices of these 10 MOBs are subject to change based on contractual
terms of any applicable purchase agreement.
The form of funds for these acquisitions is subject to change based on
capital market conditions at the time of closings.
(C)
Includes
the impact of the preliminary purchase accounting adjustments for the completed
acquisition of one MOB acquired subsequent to December 31, 2008 and the
pending acquisitions of 10 MOBs from HRPT for the value of in-place leases and
the fair market value of above or below market leases and customer
relationships.
Acquired assets other than real estate are as
follows:
MOBs Acquired:
|
|
|
|
Origination Costs
|
|
$
|
815
|
|
Above Market Leases
|
|
|
|
Total MOBs Acquired
|
|
$
|
815
|
|
MOBs Pending:
|
|
|
|
Origination Costs
|
|
$
|
7,163
|
|
Above Market Leases
|
|
16,859
|
|
Total MOBs Pending
|
|
$
|
24,022
|
|
Assumed liabilities are as follows:
Below Market Leases:
|
|
|
|
MOBs Acquired
|
|
$
|
629
|
|
MOBs Pending
|
|
3,305
|
|
Total Below Market Leases
|
|
$
|
3,934
|
|
Included in the December 31, 2008
historical numbers are the preliminary purchase accounting adjustments for the
37 MOBs that were acquired between June and
F-4
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(dollars in tables in
thousands, or as otherwise stated)
December 31, 2008 from HRPT and one MOB
acquired in September 2008 from an unaffiliated party. Intangible lease assets and liabilities recorded
by us for these acquisitions totaled $29.8 million and $4.3 million,
respectively.
(D)
Includes
the following event subsequent to December 31, 2008: in February 2009,
we issued 5.9 million common shares in a public offering, raising net proceeds
of approximately $96.8 million. We used
the net proceeds from this offering to repay borrowings outstanding under our
revolving credit facility.
Unaudited Pro Forma Condensed Consolidated
Statement of Income Adjustments for the Year Ended December 31, 2008
(E)
Represents
the impact on rental income, reimbursement income and operating expenses for
the year ended December 31, 2008 of the historical results of the one MOB
acquired by us subsequent to December 31, 2008 and pro rated results of
the 37 MOBs acquired by us between June and December 31, 2008, as if
these acquisitions occurred on January 1, 2008. Included in rental income, interest expense,
depreciation, general and administrative expenses and impairment of assets in
the historical column are $12.3 million, $346,000, $3.3 million, $16,000 and
$1.4 million, respectively, of the 37 MOBs acquired from HRPT and the one MOB
acquired from an unaffiliated party since June 1, 2008 from the date of
acquisition through December 31, 2008.
A management fee of 3% of gross rents is included in property operating
expenses.
(F)
Represents
the impact on rental income, reimbursement income and operating expenses for
the year ended December 31, 2008 of the historical results of our pending
acquisitions from HRPT of 10 MOBs as if these acquisitions occurred on January 1,
2008. A management fee of 3% of gross
rents is included in property operating expenses.
(G)
D
uring
the year ended December 31, 2008, we purchased 30 senior living properties
with a total of 2,507 units and four wellness centers with a total of 458,000
square feet for approximately $379.3 million and $100.0 million, respectively,
from nine unaffiliated parties. We
leased these properties for initial rent of $39.4 million. We funded these acquisitions using cash on
hand, proceeds from equity issuances in December 2007 and February and
June 2008, borrowings under our revolving credit facility and the
assumption of 15 mortgage loans that encumber eight of these senior living
properties totaling $50.5 million at a weighted average interest rate of 6.5%
per annum. The adjustment to rental
income represents the full year impact assuming we acquired these 30 senior
living properties and four wellness centers on January 1, 2008.
F-5
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(dollars in tables in thousands, or as
otherwise stated)
(H)
Represents
the rental income adjustment for the one MOB acquired from an unaffiliated
party on September 30, 2008 and the straight-line rent adjustment for the
38 acquired MOBs and 10 pending MOBs from HRPT.
Also includes the preliminary amortization of capitalized above and
below market lease values for these acquired and pending acquisitions. The adjustments are as follows:
MOBs Acquired from Unaffiliated Party
|
|
$
|
1,832
|
|
MOBs Acquired from HRPT (Straight-line)
|
|
2,473
|
|
MOBs Pending from HRPT (Straight-line)
|
|
2,421
|
|
MOBs Pending from HRPT (Above Market
Leases)
|
|
(1,512
|
)
|
MOBs Acquired from Unaffiliated Party
(Above Market Leases)
|
|
(41
|
)
|
MOBs Acquired from HRPT (Below Market
Leases)
|
|
73
|
|
MOBs Pending from HRPT (Below Market
Leases)
|
|
334
|
|
MOBs Acquired from Unaffiliated Party
(Below Market Leases)
|
|
41
|
|
Total
|
|
$
|
5,621
|
|
(I)
Represents
the property operating expenses adjustment for the one MOB acquired from an
unaffiliated party on September 30, 2008.
The adjustment represents the full year impact assuming we acquired this
property on January 1, 2008.
(J)
Represents
the impact on interest expense for the year ended December 31, 2008, from
$218.2 million outstanding on our revolving credit facility at our current interest
rate of 2.2% per annum drawn in connection with the purchase of the 38 acquired
MOBs and 10 pending MOBs described in Notes (A) and (B), respectively, and
the impact on interest expense for our February 2009 equity offering
described in Notes (D) and (M) used to repay borrowings outstanding
under our revolving credit facility as if this equity offering occurred on January 1,
2008. Also includes the interest expense
on the assumption of three mortgage loans that encumber two of the MOBs
totaling $10.8 million at a weighted average interest rate of 7.1% per annum
described above in Note (A) and the assumption of 15 mortgage loans that
encumber eight of the senior living properties totaling $50.5 million at a
weighted average interest rate of 6.5% per annum described above in Note
(G). The additional net interest expense
is as follows:
MOBs Acquired
|
|
$
|
426
|
|
MOBs Acquired Debt Assumption
|
|
461
|
|
MOBs Pending
|
|
4,406
|
|
2009 Equity Offering Reduction in
Interest Expense
|
|
(2,143
|
)
|
Senior Living Properties Acquired Debt
Assumption
|
|
2,202
|
|
Total
|
|
$
|
5,352
|
|
F-6
Table
of Contents
SENIOR HOUSING PROPERTIES TRUST
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(dollars in tables in thousands, or as
otherwise stated)
(K)
Represents the impact on depreciation expense
for the year ended December 31, 2008, of properties acquired by us during
the year ended December 31, 2008 described in Notes (G) and (H) and
the impact of the acquisitions of the 38 acquired MOBs and 10 pending MOBs
described in Notes (E) and (F), respectively. Also includes the preliminary amortization of
capitalized origination costs for these acquired and pending MOB
acquisitions. The additional
depreciation expense is as follows:
2008 Senior Living and Wellness Center
Acquisitions
|
|
$
|
4,681
|
|
MOBs Acquired from HRPT
|
|
6,424
|
|
MOBs Pending from HRPT
|
|
4,584
|
|
MOBs Acquired from Unaffiliated Party
|
|
342
|
|
MOBs Acquired from HRPT (Origination Costs)
|
|
95
|
|
MOBs Pending from HRPT (Origination Costs)
|
|
731
|
|
MOBs Acquired from Unaffiliated Party
(Origination Costs)
|
|
105
|
|
Total
|
|
$
|
16,962
|
|
(L)
Represents the impact on general and
administrative expenses for the year ended December 31, 2008, of
properties acquired by us during the year ended December 31, 2008
described in Notes (G) and (H) and the impact of the acquisitions of
the 38 acquired MOBs and 10 pending MOBs described in Notes (E) and (F),
respectively. The increase in general
and administrative expense represents the management fees payable to Reit
Management & Research LLC, or RMR.
The management fees paid by us to RMR with respect to the acquired and
pending MOBs from HRPT will be the same as the management fees that are
currently being paid by HRPT with respect to these MOBs and they will not
increase as a result of our purchase prices being higher than HRPTs historical
costs of these MOBs. The additional
general and administrative expenses are as follows:
2008 Senior Living and Wellness Center
Acquisitions
|
|
$
|
912
|
|
MOBs Acquired from HRPT
|
|
898
|
|
MOBs Pending from HRPT
|
|
774
|
|
MOBs Acquired from Unaffiliated Party
|
|
70
|
|
Total
|
|
$
|
2,654
|
|
(M)
In
February 2008, June 2008 and February 2009, we issued 6.2
million, 19.6 million and 5.9 million of our common shares in underwritten
public offerings, raising net proceeds of $129.4 million, $393.7 million and
$96.8 million, respectively. We used the
net proceeds from these offerings to repay borrowings outstanding on our
revolving credit facility and for general business purposes, including funding,
in part, the acquisitions described in Notes (E), (G) and (H). The adjustment to our weighted average shares
outstanding shows the effect on our weighted average shares outstanding for the
year ended December 31, 2008, as if we issued the additional shares on January 1,
2008.
F-7
Table of Contents
SIGNATURES
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.
|
SENIOR HOUSING PROPERTIES TRUST
|
|
|
|
|
|
By:
|
/s/ Richard A. Doyle
|
|
|
Richard A. Doyle
|
|
|
Treasurer and Chief Financial Officer
|
|
|
Dated: April 8, 2009
|
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