Senior Housing Properties Trust (NYSE: SNH) today announced its
financial results for the quarter ended March 31, 2012.
Results for the quarter ended March 31, 2012:
Normalized funds from operations, or Normalized FFO, for the
quarter ended March 31, 2012 were $72.4 million, or $0.45 per
share. This compares to Normalized FFO for the quarter ended March
31, 2011 of $62.1 million, or $0.44 per share.
Net income was $32.4 million, or $0.20 per share, for the
quarter ended March 31, 2012, compared to net income of $31.8
million, or $0.22 per share, for the quarter ended March 31, 2011.
Net income for the quarter ended March 31, 2012 includes a non-cash
impairment of assets charge of approximately $3.1 million, or $0.02
per share, related to one property. Net income for the quarter
ended March 31, 2011 includes a non-cash impairment of assets
charge of approximately $166,000, or less than $0.01 per share,
related to two properties.
The weighted average number of common shares outstanding totaled
162.6 million and 141.9 million for the quarters ended March 31,
2012 and 2011, 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 March
31, 2012 and 2011 appears later in this press release.
Recent Investment and Sales Activities:
Since January 1, 2012, we have acquired, or we currently have
under agreements to acquire, 14 properties for total purchase
prices of approximately $340.5 million, including the assumption of
approximately $113.9 million of mortgage debt and excluding closing
costs:
- In March and April 2012, we entered
three separate agreements to acquire four senior living communities
and two properties leased to medical providers, medical related
businesses, clinics and biotech laboratory tenants, or MOBs, for
total purchase prices of $71.4 million, including the assumption of
approximately $25.0 million of mortgage debt and excluding closing
costs. The senior living communities are located in Colorado, Idaho
and Washington and include a total of 511 living units, and the
MOBs are located in Maryland and Massachusetts and include a total
of 127,180 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 February 2012, we acquired a
previously disclosed senior living community located in Alabama
with 92 assisted living units for approximately $11.3 million,
excluding closing costs. All the residents at this community
currently pay for occupancy and services with private resources. A
subsidiary of Five Star Quality Care, Inc., which, together with
its subsidiaries, we refer to as Five Star, manages this community
for our taxable REIT subsidiary under a long term contract.
- We have previously disclosed agreements
to acquire seven properties which have not yet closed, including
four senior living communities and three MOBs for total purchase
prices of $257.8 million, including the assumption of approximately
$88.9 million of mortgage debt and excluding closing costs. The
four senior living communities are located in Missouri, New York
and South Carolina and include a total of 688 living units, and the
three MOBs are located in Georgia and Hawaii and include a total of
343,198 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.
We have also entered an agreement to sell one MOB located in
Massachusetts with approximately 18,900 square feet for a sale
price of approximately $1.2 million. The sale of this property is
contingent upon completion of the buyer’s diligence and other
customary closing conditions; accordingly, we can provide no
assurance that we will sell this property.
As a result of findings during our diligence, in April 2012, we
terminated a previously disclosed agreement to acquire a MOB
located in Connecticut with 171,211 square feet for approximately
$31.5 million, excluding closing costs.
Recent Financing Activities:
In January 2012, we repaid all $225.0 million of our 8.625%
unsecured senior notes at their maturity date. We funded this
repayment using borrowings under our revolving credit facility.
In February 2012, we repaid a mortgage loan encumbering one of
our properties that had a principal balance of approximately $12.4
million, an interest rate of 6.03% and a maturity date in March
2012. Later today, we expect to pay in full 17 mortgage loans with
a weighted average interest rate of 6.95% encumbering 17 of our
properties for approximately $32.8 million, including accrued
interest, that have maturity dates in June and July 2012.
In May 2011, we and Five Star entered into a loan agreement, or
the Bridge Loan, under which we lent Five Star $80.0 million to
fund Five Star’s purchase of six senior living communities. In
September 2011, Five Star completed the acquisition of these
communities. After prepayments by Five Star, as of March 31, 2012,
$38.0 million in aggregate principal amount was outstanding under
the Bridge Loan. In April 2012, Five Star repaid the remaining
$38.0 million outstanding, resulting in the termination of the
Bridge Loan.
Conference Call:
On Monday, April 30, 2012, at 1:00 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 financial results for the quarter
ended March 31, 2012. The conference call telephone number is (800)
230-1951. Participants calling from outside the United States and
Canada should dial (612) 332-0107. 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, Monday, May 7, 2012. To hear the replay, dial (320) 365-3844.
The replay pass code is: 242632.
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 first quarter conference call is strictly prohibited
without the prior written consent of SNH.
Supplemental Data:
A copy of SNH’s First Quarter 2012 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 owned 370
properties located in 38 states and Washington, D.C. as of March
31, 2012. SNH is headquartered in Newton, MA.
Please see the pages attached hereto for a more detailed
statement of our operating results and financial condition.
Financial Information
(amounts in thousands, except per share
data)
(unaudited)
Income Statement:
Quarter Ended March 31, 2012
2011
Revenues: Rental income $ 109,505 $ 98,552 Residents fees and
services 35,568 - Total revenues
145,073 98,552 Expenses: Depreciation 33,377 26,361 Property
operating expenses 39,334 10,433 General and administrative 7,685
6,156 Acquisition related costs 688 1,113 Impairment of assets
3,071 166 Total expenses 84,155
44,229 Operating income 60,918 54,323
Interest and other income 482 232 Interest expense (28,889 )
(22,746 ) Equity in earnings of an investee 45
37 Income before income tax expense 32,556 31,846 Income tax
expense (204 ) (71 ) Net income $ 32,352 $
31,775 Weighted average shares outstanding
162,647 141,855 Net income per share $
0.20 $ 0.22
Financial Information (continued)
(dollars in thousands)
(unaudited)
Balance Sheet:
At March 31, 2012 At December 31, 2011
Assets
Real estate properties $ 4,737,687 $ 4,721,591 Less accumulated
depreciation 658,991 630,261 4,078,696 4,091,330 Cash
and cash equivalents 25,302 23,560 Restricted cash 10,296 7,128
Deferred financing fees, net 24,402 25,434 Acquired real estate
leases and other intangible assets, net 95,337 100,235 Loan
receivable 38,000 38,000 Other assets 111,788 97,361
Total assets $ 4,383,821 $ 4,383,048 Commitments and
Contingencies
Liabilities and
Shareholders’ Equity
Unsecured revolving credit facility
$
265,000
$
-
Senior unsecured notes, net of discount
741,091
965,770
Secured debt and capital leases
845,708
861,615
Accrued interest
19,604
22,281
Assumed real estate lease obligations, net
16,756
17,778
Other liabilities
49,827
42,998
Total liabilities
1,937,986
1,910,442
Shareholders’ equity
2,445,835
2,472,606
Total liabilities and shareholders’ equity
$
4,383,821
$
4,383,048
Funds from Operations and Normalized
Funds from Operations
(amounts in thousands, except per share
data)
(unaudited)
Calculation of Funds from Operations
(FFO) and Normalized FFO (1):
Quarter Ended March 31,
2012 2011 Net
income $ 32,352 $ 31,775 Depreciation expense 33,377 26,361
Impairment of assets 3,071 166 FFO 68,800 58,302
Acquisition related costs 688 1,113 Percentage rent (2)
2,900 2,700 Normalized FFO $ 72,388 $ 62,115 Weighted
average shares outstanding 162,647 141,855 FFO
per share $ 0.42 $ 0.41 Normalized FFO per share $ 0.45 $ 0.44
Distributions declared per share $ 0.38 $ 0.37 (1) We
calculate FFO and Normalized FFO as shown above. FFO is calculated
on the basis defined by The National Association of Real Estate
Investment Trusts, or NAREIT, which is net income, calculated in
accordance with GAAP, excluding any gain or loss on sale of
properties and impairment of assets, 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 acquisition related costs and loss on early extinguishment
of debt, if any. We consider FFO and Normalized FFO to be
appropriate measures of performance for a REIT, along with net
income, operating 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 our 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. FFO and Normalized FFO do
not represent cash generated by operating activities in accordance
with GAAP and should not be considered as alternatives to net
income, operating 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 FFO and Normalized FFO may facilitate an understanding
of our consolidated historical operating results. These measures
should be considered in conjunction with net income, operating
income and cash flow from operating activities as presented in our
Condensed Consolidated Statements of Income and Comprehensive
Income and Condensed Consolidated Statements of Cash Flows. 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. When we
calculate our Normalized FFO for the fourth quarter, we exclude
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. 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 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
OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR
EXAMPLE:
- OUR PENDING ACQUISITIONS AND SALES OF
SENIOR LIVING COMMUNITIES AND MOBS ARE CONTINGENT UPON VARIOUS
CONDITIONS, INCLUDING IN SOME CASES, COMPLETION OF DILIGENCE AND /
OR REGULATORY, LENDER OR OTHER THIRD PARTY APPROVALS. ACCORDINGLY,
SOME OR ALL OF THESE PURCHASES AND SALES MAY BE DELAYED OR MAY NOT
OCCUR, AND
- THIS PRESS RELEASE STATES THAT WE
EXPECT TODAY TO PREPAY IN FULL 17 MORTGAGE LOANS SECURED BY OUR
PROPERTIES. WE MAY ELECT TO DELAY THE PREPAYMENT OF, OR ELECT NOT
TO PREPAY, ANY OR ALL OF SUCH MORTGAGE LOANS. ACCORDINGLY, SOME OR
ALL OF THESE MORTGAGE LOANS MAY NOT BE PAID PRIOR TO THEIR
RESPECTIVE MATURITY DATES IN JUNE AND JULY 2012.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, 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 OUR FORWARD LOOKING STATEMENTS. OUR FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE ON ITS
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.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the New York
Stock Exchange.No shareholder, Trustee or officer is personally
liable for any act or obligation of the Trust.
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