Senior Housing Properties Trust (NYSE: SNH) today announced its
financial results for the quarter and six months ended June 30,
2013.
Results for the quarter ended June 30, 2013:
Normalized funds from operations, or Normalized FFO, for the
quarter ended June 30, 2013 were $79.1 million, or $0.42 per share.
This compares to Normalized FFO for the quarter ended June 30, 2012
of $73.2 million, or $0.45 per share.
Net income was $5.6 million, or $0.03 per share, for the quarter
ended June 30, 2013, compared to net income of $33.3 million, or
$0.20 per share, for the quarter ended June 30, 2012. During the
three months ended June 30, 2013, we recognized a loss of $105,000,
or less than $0.01 per share, related to the early extinguishment
of four mortgage debts. During the quarter ended June 30, 2013, we
decided to market for sale 10 senior living communities and seven
properties leased to medical providers, medical related businesses,
clinics and biotech laboratory tenants, or MOBs. The 10 senior
living communities are included in our continuing operations and we
recognized non-cash impairment of assets charges of $4.4 million,
or $0.02 per share, to reduce the carrying value of four of these
senior living communities to their aggregate estimated net sale
price during the three months ended June 30, 2013. The seven MOBs
have been reclassified to discontinued operations and we recognized
non-cash impairment of assets charges of $27.9 million, or $0.15
per share, to reduce the carrying value of these seven MOBs to
their aggregate estimated net sale price during the three months
ended June 30, 2013.
The weighted average number of common shares outstanding totaled
188.1 million and 162.7 million for the quarters ended June 30,
2013 and 2012, 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 June
30, 2013 and 2012 appears later in this press release.
Results for the six months ended June 30, 2013:
Normalized FFO for the six months ended June 30, 2013 were
$158.0 million, or $0.85 per share. This compares to Normalized FFO
for the six months ended June 30, 2012 of $145.8 million, or $0.90
per share.
Net income was $40.8 million, or $0.22 per share, for the six
months ended June 30, 2013, compared to net income of $65.6
million, or $0.40 per share, for the six months ended June 30,
2012. During the six months ended June 30, 2013, we recognized a
loss of $105,000, or less than $0.01 per share, related to the
early extinguishment of four mortgage debts. We recognized non-cash
impairment of assets charges of $5.7 million, or $0.03 per share,
to reduce the carrying value of four of our senior living
communities and one MOB included in continuing operations to their
aggregate estimated net sale price during the six months ended June
30, 2013. Net income for the six months ended June 30, 2012
includes a non-cash impairment of asset charge of $3.1 million, or
$0.02 per share, to reduce the carrying value of one MOB included
in continuing operations to its estimated net sale price. During
the six months ended June 30, 2013, we recognized non-cash
impairment of assets charges of $27.9 million, or $0.15 per share,
to reduce the carrying value of seven of our MOBs included in
discontinued operations to their aggregate estimated net sale
price.
The weighted average number of common shares outstanding totaled
186.4 million and 162.7 million for the six months ended June 30,
2013 and 2012, respectively.
A reconciliation of net income determined according to GAAP to
FFO and Normalized FFO for the six months ended June 30, 2013 and
2012 appears later in this press release.
Recent Investment and Sales Activities:
Since April 1, 2013, we have entered into agreements to acquire
five properties for a combined purchase price of $100.6 million,
excluding closing costs:
- In April 2013, we entered into an
agreement to acquire one senior living community with 93 private
pay assisted living units located in Cumming, GA, for approximately
$22.0 million, excluding closing costs. We intend to acquire this
community using a taxable REIT subsidiary, or TRS, structure and we
expect to enter into a long term management agreement with Five
Star Quality Care, Inc., or Five Star, to manage this community for
our account.
- In July 2013, we entered into an
agreement to acquire one senior living community with 60 private
pay assisted living units located in Jefferson City, TN for
approximately $10.0 million, excluding closing costs. We intend to
acquire this community using a TRS structure and we expect to enter
into a long term management agreement with Five Star to manage this
community for our account.
- In July 2013, we entered into an
agreement to acquire two senior living communities with 153 private
pay assisted living units located in Canton and Ellijay, GA for a
total of approximately $19.1 million, excluding closing costs. We
intend to acquire this community using a TRS structure and we
expect to enter into a long term management agreement with Five
Star to manage this community for our account.
- Also in July 2013, we entered into an
agreement to acquire an MOB with approximately 105,000 square feet
located in Boston, MA for approximately $49.5 million, excluding
closing costs. This MOB is a “state of the art” biotech laboratory
building which will be long term leased to an investment grade
rated tenant.
The closings of the acquisitions listed above 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 June 2013, we terminated a previously disclosed
agreement to acquire a MOB located in Cherry Hill, NJ with
approximately 54,000 square feet which had a contract purchase
price of approximately $21.5 million. We terminated this agreement
based upon our diligence findings.
We are also currently marketing for sale 11 senior living
communities with 856 living units which are included in continuing
operations and classified as held for sale as of June 30, 2013.
Seven of these 11 properties with 578 living units are skilled
nursing facilities, or SNFs, and the remaining four properties with
278 living units are assisted living communities. In aggregate,
these communities receive a majority of their revenues from
Medicare/Medicaid reimbursements. The aggregate net book value
(after impairment) of these 11 communities was $15.5 million as of
June 30, 2013. In addition, all of these communities are leased to
Five Star and our rents from Five Star will be reduced if and as
these sales occur, as determined pursuant to our leases with Five
Star. We are in the process of offering these communities for sale,
but we can provide no assurance that sales of these communities
will occur. One of these communities, a SNF with 112 living units,
is currently under agreement to be sold for $2.6 million, excluding
closing costs. We expect the sale of this SNF to occur before the
end of 2013, but completion of this sale is subject to customary
closing conditions and we can provide no assurance that a sale of
this SNF will occur before the end of 2013, or will be completed at
all or that the terms for the sale will not change.
We are also marketing for sale seven MOBs with 831,499 square
feet which are included in discontinued operations and classified
as held for sale as of June 30, 2013. These seven MOBs were 99.3%
occupied for a weighted (by rents) average lease term of 1.0 years
as of June 30, 2013, and they generated annualized NOI of $6.8
million based on the three months ended June 30, 2013. The
aggregate net book value (after impairment) of these seven MOBs was
$27.1 million as of June 30, 2013. We are in the process of
offering these MOBs for sale, but we can provide no assurance that
sales of these MOBs will occur.
Recent Financing Activities:
In June 2013, we repaid mortgage notes that encumbered four of
our properties which had an aggregate principal balance of
approximately $10.5 million, a weighted average interest rate of
6.1% and maturity dates later in 2013.
Conference Call:
On Tuesday, July 30, 2013, at 10:00 a.m. Eastern Time, David J.
Hegarty, President and Chief Operating Officer, and Richard A.
Doyle, Chief Financial Officer, will host a conference call to
discuss the financial results for the quarter and six months ended
June 30, 2013. The conference call telephone number is (877)
209-9920. Participants calling from outside the United States and
Canada should dial (612) 332-0636. 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, Tuesday, August 6, 2013. To hear the replay, dial (320)
365-3844. The replay pass code is: 296743.
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 transcription, recording and
retransmission in any way of SNH’s second quarter conference call
are strictly prohibited without the prior written consent of
SNH.
Supplemental Data:
A copy of SNH’s Second Quarter 2013 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 395
properties located in 40 states and Washington, D.C. as of June 30,
2013. SNH is headquartered in Newton, MA.
Please see the pages attached hereto for a more detailed
statement of our operating results and financial condition.
WARNING CONCERNING
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT 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.
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR
IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS
FACTORS. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT WE
EXPECT TO ENTER INTO LONG TERM MANAGEMENT AGREEMENTS WITH FIVE STAR
TO MANAGE THE FOUR ADDITIONAL SENIOR LIVING COMMUNITIES WE HAVE
AGREED TO ACQUIRE. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL
ACQUIRE THESE COMMUNITIES OR THAT WE AND FIVE STAR WILL ENTER INTO
ANY ADDITIONAL MANAGEMENT AGREEMENTS,
- THIS PRESS RELEASE STATES THAT WE HAVE
ENTERED INTO AGREEMENTS TO ACQUIRE FIVE PROPERTIES. THESE
TRANSACTIONS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF
COMMERCIAL REAL ESTATE TRANSACTIONS FOR PROPERTIES OF THEIR TYPE.
THEIR TERMS AND CONDITIONS MAY NOT BE MET. AS A RESULT, THESE
TRANSACTIONS MAY NOT OCCUR OR MAY BE DELAYED OR THEIR TERMS MAY
CHANGE;
- THIS PRESS RELEASE STATES THAT WE HAVE
EIGHTEEN PROPERTIES CLASSIFIED AS HELD FOR SALE AS OF JUNE 2013. WE
MAY NOT BE ABLE TO SELL THESE PROPERTIES ON TERMS ACCEPTABLE TO US
OR OTHERWISE, AND THE SALE OF ANY OR ALL OF THESE PROPERTIES MAY
NOT OCCUR; AND
- THIS PRESS RELEASE STATES THAT WE HAVE
ONE SNF UNDER AGREEMENT TO BE SOLD FOR $2.6 MILLION AND THAT THE
SALE IS EXPECTED TO CLOSE BEFORE THE END OF 2013. THIS SALE
AGREEMENT IS SUBJECT TO CUSTOMARY CLOSING CONDITIONS AND WE CAN
PROVIDE NO ASSURANCE THAT THE SALE WILL BE COMPLETED BEFORE THE END
OF 2013 OR WILL BE COMPLETED AT ALL, OR THAT THE TERMS OF THE SALE
WILL NOT CHANGE.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION “RISK
FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN,
IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES
FROM 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.
SENIOR HOUSING PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF
INCOME
(amounts in thousands, except per share
data)
(unaudited)
Income Statement:
Three Months Ended
June 30,
Six Months Ended
June 30,
2013 2012 2013
2012 Revenues: Rental income $ 112,297 $ 108,407 $ 224,150 $
215,435 Residents fees and services 74,631
35,986 149,687 71,554 Total
revenues 186,928 144,393 373,837 286,989 Expenses: Property
operating expenses 74,484 39,818 148,163 78,304 Depreciation 38,296
34,624 75,999 67,397 General and administrative 8,168 8,068 16,816
15,753 Acquisition related costs 292 1,829 2,187 2,694 Impairment
of assets 4,371 - 5,675
3,071 Total expenses 125,611
84,339 248,840 167,219
Operating income 61,317 60,054 124,997 119,770 Interest and
other income 397 227 570 709 Interest expense (29,567 ) (28,120 )
(59,131 ) (57,009 ) Loss on early extinguishment of debt (105 ) -
(105 ) - Equity in earnings of an investee 79
76 155 121 Income before income
tax expense 32,121 32,237 66,486 63,591 Income tax expense
(140 ) (43 ) (280 ) (247 ) Income from
continuing operations 31,981 32,194 66,206 63,344 Discontinued
operations: Income from discontinued operations 1,513 1,057 2,523
2,259 Impairment of assets from discontinued operations
(27,896 ) - (27,896 ) - Net
income $ 5,598 $ 33,251 $ 40,833 $ 65,603
Weighted average shares outstanding 188,081
162,670 186,350 162,659
Income from continuing operations per share $ 0.17 $
0.20 $ 0.36 $ 0.39 (Loss) income from discontinued operations per
share (0.14 ) - (0.14 ) 0.01
Net income per share $ 0.03 $ 0.20 $ 0.22
$ 0.40
SENIOR HOUSING PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF
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 June 30, Six Months
Ended June 30, 2013 2012
2013 2012 Net income $
5,598 $ 33,251 $ 40,833 $ 65,603 Depreciation expense from
continuing operations 38,296 34,624 75,999 67,397 Depreciation
expense from discontinued operations 199 606 799 1,210 Impairment
of assets 4,371 - 5,675 3,071 Impairment of assets from
discontinued operations 27,896 - 27,896
- FFO 76,360 68,481 151,202 137,281 Acquisition related costs from
continuing operations 292 1,829 2,187 2,694
Loss on early extinguishment of debt
105 - 105 - Percentage rent adjustment (2) 2,300
2,900 4,500 5,800 Normalized FFO $ 79,057 $ 73,210 $
157,994 $ 145,775 Weighted average shares outstanding
188,081 162,670 186,350 162,659 FFO per
share $ 0.41 $ 0.42 $ 0.81 $ 0.84 Normalized FFO per share $ 0.42 $
0.45 $ 0.85 $ 0.90 Distributions declared per share $ 0.39 $ 0.38 $
0.78 $ 0.76
(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 real estate assets, plus real
estate depreciation and amortization, as well as other adjustments
currently not applicable to us. Our calculation of Normalized FFO
differs from NAREIT’s definition of FFO because we include
estimated percentage rent in the period to which we estimate that
it relates rather than when it is recognized as income in
accordance with GAAP and exclude acquisition related costs, gain or
loss on early extinguishment of debt, gain or loss on lease
terminations and loss on impairment of intangible assets, if any.
We consider FFO and Normalized FFO to be appropriate measures of
operating performance for a real estate investment trust, or REIT,
along with net income, operating income and cash flow from
operating 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 may facilitate a comparison of our
operating performance between periods and between us and other
REITs. 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 agreement and public debt covenants, the
availability of debt and equity capital to us, our expectation of
our future capital requirements and operating performance and our
expected needs and availability of cash to pay our obligations. 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, or 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 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) In calculating net income in accordance with GAAP, we
recognize percentage rental income received for the first, second
and third quarters in the fourth quarter, which is when all
contingencies are met and the income is earned. Although we defer
recognition of this revenue until the fourth quarter for purposes
of calculating net income, we include these estimated amounts in
our calculation of Normalized FFO for each quarter of the year. The
fourth quarter Normalized FFO calculation excludes the amounts
recognized during the first three quarters.
SENIOR HOUSING PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE
SHEETS
(amounts in thousands)
(unaudited)
Balance Sheet:
At June 30, At December 31, 2013
2012
ASSETS
Real estate properties $ 5,201,745 $ 5,183,307 Less accumulated
depreciation 811,182 750,903 4,390,563 4,432,404 Cash
and cash equivalents 37,336 42,382 Restricted cash 12,405 9,432
Deferred financing fees, net 27,221 29,410 Acquired real estate
leases and other intangible assets, net 111,924 115,837 Other
assets 169,182 118,537 Total assets $ 4,748,631 $
4,748,002
LIABILITIES AND
SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility $ 30,000 $ 190,000 Senior
unsecured notes, net of discount 1,092,695 1,092,053 Secured debt
and capital leases 720,231 724,477 Accrued interest 15,694 15,757
Assumed real estate lease obligations, net 14,165 13,692 Other
liabilities 63,629 65,455 Total liabilities 1,936,414
2,101,434 Shareholders’ equity 2,812,217 2,646,568
Total liabilities and shareholders’ equity $ 4,748,631 $ 4,748,002
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.
Senior Housing Properties TrustTimothy A. Bonang,
617-796-8234Vice President, Investor RelationsorElisabeth H.
Olmsted, 617-796-8234Manager, Investor Relationswww.snhreit.com
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