SNH Senior Housing Properties Trust

Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter and nine months ended September 30, 2011.

Results for the quarter ended September 30, 2011:

Normalized funds from operations, or Normalized FFO, for the quarter ended September 30, 2011 were $65.4 million, or $0.43 per share. This compares to Normalized FFO for the quarter ended September 30, 2010 of $53.5 million, or $0.42 per share.

Net income was $30.0 million, or $0.20 per share, for the quarter ended September 30, 2011, compared to net income of $28.1 million, or $0.22 per share, for the quarter ended September 30, 2010. Net income for the quarter ended September 30, 2011 includes a non-cash impairment of assets charge of $1.0 million, or $0.01 per share, related to one property. Net income for the quarter ended September 30, 2010 includes a gain on sale of properties of approximately $109,000, or less than $0.01 per share, related to the sale of four properties in August 2010.

The weighted average number of common shares outstanding totaled 153.4 million and 127.4 million for the quarters ended September 30, 2011 and 2010, respectively.

A reconciliation of net income determined according to U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, and Normalized FFO for the quarters ended September 30, 2011 and 2010 appears later in this press release.

Results for the nine months ended September 30, 2011:

Normalized FFO for the nine months ended September 30, 2011 were $190.1 million, or $1.30 per share. This compares to Normalized FFO for the nine months ended September 30, 2010 of $161.6 million, or $1.27 per share.

Net income was $112.8 million, or $0.77 per share, for the nine months ended September 30, 2011, compared to net income of $82.6 million, or $0.65 per share, for the nine months ended September 30, 2010. Net income for the nine months ended September 30, 2011 includes a gain on sale of properties of approximately $21.3 million, or $0.15 per share, related to the sale of seven properties, a loss on early extinguishment of debt of approximately $427,000, or less than $0.01 per share, in connection with replacing our previous $550.0 million revolving credit facility with a new $750.0 million revolving credit facility and a non-cash impairment of assets charge of $1.2 million, or $0.01 per share, related to three properties. Net income for the nine months ended September 30, 2010 includes a loss on early extinguishment of debt of approximately $2.4 million, or $0.02 per share, related to the redemption of all $97.5 million of our outstanding 7.875% senior notes due 2015, a gain on sale of properties of approximately $109,000, or less than $0.01 per share, related to the sale of four properties in August 2010 and a non-cash impairment of assets charge of $1.1 million, or $0.01 per share, related to five properties.

The weighted average number of common shares outstanding totaled 145.7 million and 127.4 million for the nine months ended September 30, 2011 and 2010, respectively.

A reconciliation of net income determined according to GAAP to FFO and Normalized FFO for the nine months ended September 30, 2011 and 2010 appears later in this press release.

Recent Investment and Sales Activities:

Since July 1, 2011, we have acquired, or we currently have under agreements to acquire, 33 properties for an aggregate purchase price of approximately $801.0 million, including the assumption of approximately $207.5 million of mortgage debt and excluding closing costs:

• In July and August 2011, we acquired four senior living communities located in Florida with an aggregate 473 units (97 independent living units, 294 assisted living units, 63 Alzheimer’s care units and 19 skilled nursing beds) for approximately $61.8 million, including the assumption of approximately $25.2 million of mortgage debt and excluding closing costs. These acquisitions were pursuant to our previously announced March 2011 agreement to acquire 20 senior living communities for approximately $304.0 million, including $78.2 million of mortgage debt and excluding closing costs. To date, we have closed on the acquisition of 18 of these communities for $258.4 million, including the assumption of $73.3 million of mortgage debt and excluding closing costs. Five Star Quality Care, Inc., or Five Star, manages 13 of these communities and leases five of these 18 communities under long term agreements. The acquisition of two of these 20 communities for an aggregate purchase price of approximately $45.3 million, including the assumption of approximately $4.9 million of mortgage debt and excluding closing costs, remain pending; the closings of these two communities are contingent upon various closing conditions; accordingly, we can provide no assurance that we will purchase these communities.
• In July 2011, we acquired a property used for medical related services, manufacturing or research activities, or an MOB, located in Alachua (Gainesville), FL with 32,476 square feet for $5.2 million, including the assumption of approximately $3.7 million of mortgage debt and excluding closing costs. This property is the last of a four biotechnology buildings campus acquisition announced at the end of the second quarter 2011.
• In September 2011, we acquired 13 MOBs located in eight states with 1.3 million square feet from CommonWealth REIT for an aggregate purchase price of $167.0 million, excluding closing costs. These properties are 95% leased to 105 tenants with a weighted average remaining lease term of approximately 5.0 years.
• In July 2011, we agreed to acquire nine senior living communities located in six states with an aggregate 2,226 living units (1,708 independent living units, 471 assisted living units and 47 Alzheimer’s care units) for approximately $478.0 million, including the assumption of approximately $164.0 million of mortgage debt and excluding closing costs. We expect these communities to be managed by Five Star under long term agreements. The purchases of these communities are subject to various conditions, including regulatory and other third party approvals. We currently expect to acquire the majority of these communities in the fourth quarter of 2011 and the remaining communities are expected to be acquired in 2012; however, we can provide no assurance that we will purchase all or any of these properties.
• In May, July and September 2011, we entered three separate agreements to acquire one senior living community and three MOBs for an aggregate purchase price of $43.7 million, including the assumption of approximately $9.7 million of mortgage debt and excluding closing costs. The senior living community is located in California and includes 57 assisted living units, and the three MOBs are located in Indiana and Virginia and include an aggregate of 138,606 square feet. The closings of these acquisitions are contingent upon completion of our diligence and other customary closing conditions; accordingly, we can provide no assurance that we will purchase these properties.

In May 2011, we and Five Star entered into a loan agreement under which we agreed to lend Five Star up to $80.0 million, or the Bridge Loan, to fund Five Star’s purchase of six senior living communities. In September 2011, Five Star completed the acquisition of these communities. As of September 30, 2011, $48.0 million in aggregate principal amount was outstanding and no additional borrowings were available under this Bridge Loan. The Bridge Loan is secured by mortgages on three of the senior living communities that Five Star acquired and on four other senior living communities owned by Five Star. The Bridge Loan matures on July 1, 2012 and bears interest at a rate equal to the annual rate of interest applicable to our borrowings under our revolving credit facility, plus 1%. We recognized interest income from this Bridge Loan of $187 and $245, respectively, for the three and nine months ended September 30, 2011, which is included in interest and other income in our condensed consolidated statements of income.

Recent Financing Activities:

In July 2011, we issued 11.5 million common shares in a public offering, raising net proceeds of approximately $247.5 million. We used the net proceeds of this offering to repay borrowings outstanding on our revolving credit facility and for general business purposes, including the partial funding of the acquisitions described above.

In October 2011, we issued 9.2 million common shares in a public offering, raising net proceeds of approximately $184.7 million. We used the net proceeds of this offering to repay borrowings outstanding on our revolving credit facility.

Conference Call:

On Thursday, October 27, 2011, at 1 p.m. Eastern Time, David J. Hegarty, President and Chief Operating Officer, and Richard A. Doyle, Treasurer and Chief Financial Officer, will host a conference call to discuss the results for the quarter and nine months ended September 30, 2011. The conference call telephone number is (800) 553-5275. Participants calling from outside the United States and Canada should dial (612) 332-0725. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. Eastern Time, Thursday, November 3, 2011. To hear the replay, dial (320) 365-3844. The replay pass code is: 218249.

A live audio web cast of the conference call will also be available in listen only mode on the SNH website at www.snhreit.com. Participants wanting to access the webcast should visit the website about five minutes before the call. The archived webcast will be available for replay on the SNH website for about one week after the call. The recording and retransmission in any way of SNH’s third quarter conference call is strictly prohibited without the prior written consent of SNH.

Supplemental Data:

A copy of SNH’s Third Quarter 2011 Supplemental Operating and Financial Data is available for download from the SNH website, www.snhreit.com. SNH’s website is not incorporated as part of this press release.

SNH is a real estate investment trust, or REIT, that owns 357 properties located in 37 states and Washington, D.C. as of September 30, 2011. SNH is headquartered in Newton, MA.

   

Financial Information

(in thousands, except per share data)

(unaudited)

 

Income Statement:

            Quarter Ended September 30, Nine Months Ended September 30,   2011       2010     2011       2010     Revenues: Rental income $ 102,546 $ 80,961 $ 300,527 $ 242,173 Residents fees and services   10,731     -     11,575     -   Total revenues 113,277 80,961 312,102 242,173   Expenses: Depreciation 28,824 22,505 82,120 67,139 Property operating expenses 19,754 4,599 40,572 13,138 General and administrative 6,608 5,545 19,618 16,439 Acquisition related costs 2,620 286 6,547 725 Impairment of assets   1,028     -     1,194     1,095   Total expenses   58,834     32,935     150,051     98,536     Operating income 54,443 48,026 162,051 143,637   Interest and other income 462 203 971 703 Interest expense (24,730 ) (20,226 ) (70,837 ) (59,155 ) Loss on early extinguishment of debt - - (427 ) (2,433 ) Gain on sale of properties - 109 21,315 109 Equity in earnings (losses) of an investee   28     35     111     (17 ) Income before income tax expense 30,203 28,147 113,184 82,844 Income tax expense   (207 )   (69 )   (365 )   (223 ) Net income $ 29,996   $ 28,078   $ 112,819   $ 82,621     Weighted average shares outstanding   153,385     127,423     145,745     127,404     Net income per share $ 0.20   $ 0.22   $ 0.77   $ 0.65      

Financial Information (continued)

(in thousands, except per share data)

(unaudited)

 

Balance Sheet:

            At September 30, 2011 At December 31, 2010 Assets Real estate properties $ 4,294,821 $ 3,761,712 Less accumulated depreciation   603,309   538,872 3,691,512 3,222,840 Cash and cash equivalents 26,845 10,866 Restricted cash 7,169 4,994 Deferred financing fees, net 22,844 16,262 Acquired real estate leases, net 98,840 63,593 Loan receivable 48,000 - Other assets   108,103   74,101 Total assets $ 4,003,313 $ 3,392,656   Commitments and Contingencies   Liabilities and Shareholders’ Equity Unsecured revolving credit facility $ 210,000 $ 128,000 Senior unsecured notes, net of discount 670,849 422,880 Secured debt and capital leases 723,928 654,010 Accrued interest 15,933 14,993 Assumed real estate lease obligations, net 18,853 18,239 Other liabilities   54,226   26,557 Total liabilities 1,693,789 1,264,679 Shareholders’ equity   2,309,524   2,127,977 Total liabilities and shareholders’ equity $ 4,003,313 $ 3,392,656    

Funds from Operations and Normalized Funds from Operations

(in thousands, except per share data)

(unaudited)

 

Calculation of Funds from Operations (FFO) and Normalized FFO (1):

          Quarter Ended September 30, Nine Months Ended September 30,   2011     2010     2011       2010   Net income $ 29,996 $ 28,078 $ 112,819 $ 82,621 Depreciation expense 28,824 22,505 82,120 67,139 Gain on sale of properties   -   (109 )   (21,315 )   (109 ) FFO 58,820 50,474 173,624 149,651 Acquisition related costs 2,620 286 6,547 725 Loss on early extinguishment of debt - - 427 2,433 Impairment of assets 1,028 - 1,194 1,095 Percentage rent (2)   2,900   2,700     8,300     7,700   Normalized FFO $ 65,368 $ 53,460   $ 190,092   $ 161,604     Weighted average shares outstanding   153,385   127,423     145,745     127,404     FFO per share $ 0.38 $ 0.40   $ 1.19   $ 1.17   Normalized FFO per share $ 0.43 $ 0.42   $ 1.30   $ 1.27   Distributions declared per share $ 0.38 $ 0.37   $ 1.12   $ 1.09      

(1) We compute FFO and Normalized FFO as shown above. FFO is computed on the basis defined by The National Association of Real Estate Investment Trusts, or NAREIT, which is net income, computed in accordance with GAAP, excluding gain or loss on sale of properties, plus real estate depreciation and amortization. Our calculation of Normalized FFO differs from NAREIT’s definition of FFO because we include percentage rent and exclude loss on early extinguishment of debt, impairment of assets and acquisition related costs. We consider FFO and Normalized FFO to be appropriate measures of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. We believe that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO can facilitate a comparison of operating performances between periods. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to shareholders. Other factors include, but are not limited to, requirements to maintain our status as a REIT, limitations in our revolving credit facility and public debt covenants, the availability of debt and equity capital to us and our expectation of our future capital requirements and operating performance. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income or cash flow from operating activities determined in accordance with GAAP as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. We believe that this data may facilitate an understanding of our consolidated historical operating results. These measures should be considered in conjunction with net income and cash flow from operating activities as presented in our Condensed Consolidated Statements of Income. Other REITs and real estate companies may calculate FFO and Normalized FFO differently than we do.

(2) Our percentage rents are generally determined on an annual basis. We defer recognition of percentage rental income we receive during the first, second and third quarters until the fourth quarter when all contingencies related to percentage rents are satisfied. Although recognition of this revenue is deferred until the fourth quarter, our Normalized FFO calculation for the first three quarters includes estimated amounts of percentage rents with respect to those periods. The fourth quarter calculation of Normalized FFO excludes percentage rents we presented for the first three quarters.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. 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 ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING SOME THAT ARE BEYOND OUR CONTROL. FOR EXAMPLE:

• OUR PENDING ACQUISITIONS OF SENIOR LIVING COMMUNITIES AND MOBS AND CERTAIN RELATED MANAGEMENT ARRANGEMENTS ARE CONTINGENT UPON VARIOUS CLOSING CONDITIONS, INCLUDING IN SOME CASES, OUR COMPLETION OF DILIGENCE AND / OR REGULATORY, LENDER OR OTHER THIRD PARTY APPROVALS. ACCORDINGLY, SOME OR ALL OF THESE PURCHASES AND ANY RELATED MANAGEMENT ARRANGEMENTS MAY BE DELAYED OR MAY NOT OCCUR.

THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, INCLUDING UNDER “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.