Senior Housing Properties Trust (NYSE: SNH)
today announced its financial results for the quarter and year
ended December 31, 2013.
Results for the quarter ended December 31, 2013:
Normalized funds from operations, or Normalized FFO, for the
quarter ended December 31, 2013 were $80.5 million, or $0.43 per
share. This compares to Normalized FFO for the quarter ended
December 31, 2012 of $75.5 million, or $0.43 per share.
Net income was $72.2 million, or $0.38 per share, for the
quarter ended December 31, 2013, compared to net income of $44.6
million, or $0.25 per share, for the quarter ended December 31,
2012. During the three months ended December 31, 2013 SNH
recognized: a gain on sale of properties of $36.3 million, or $0.19
per share, related to the sale of two rehabilitation hospitals
previously classified as held for sale; and impairment of assets
charges of $12.0 million, or $0.06 per share, to reduce the
carrying value of four senior living communities and two properties
(two buildings) leased to medical providers, medical related
businesses, clinics and biotech laboratory tenants, or MOBs,
included in discontinued operations to their aggregate estimated
net sale price. Net income for the three months ended December 31,
2012 includes a gain on lease terminations of approximately
$479,000, or less than $0.01 per share, related to SNH’s agreement
with Sunrise Senior Living, Inc., or Sunrise, to terminate leases
for 10 senior living communities SNH previously leased to
Sunrise.
The weighted average number of common shares outstanding totaled
188.2 million and 176.6 million for the quarters ended December 31,
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
December 31, 2013 and 2012 appears later in this press release.
Results for the year ended December 31, 2013:
Normalized FFO for the year ended December 31, 2013 were $317.4
million, or $1.69 per share. This compares to Normalized FFO for
the year ended December 31, 2012 of $295.9 million, or $1.75 per
share.
Net income was $151.2 million, or $0.81 per share, for the year
ended December 31, 2013, compared to net income of $135.9 million,
or $0.80 per share, for the year ended December 31, 2012. During
the year ended December 31, 2013 SNH recognized: a loss on early
extinguishment of debt of $797,000, or less than $0.01 per share,
related to the amendment of its revolving credit facility and the
prepayment of mortgages encumbering five properties; a gain on sale
of properties of $37.4 million, or $0.20 per share, related to the
sale of two rehabilitation hospitals and one senior living
community previously classified as held for sale; and impairment of
assets charges of $45.6 million, or $0.24 per share, to reduce the
carrying value of four senior living communities, one MOB included
in continuing operations and four MOBs (seven buildings) included
in discontinued operations to their estimated net sale price. Net
income for the year ended December 31, 2012 includes: an 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; a loss on early extinguishment of debt of
$6.3 million, or $0.04 per share, related to the prepayment of a
portion of the outstanding principal balance of SNH’s Federal
National Mortgage Association secured term loan; a gain on lease
terminations of approximately $375,000, or less than $0.01 per
share, related to SNH’s agreement with Sunrise to terminate leases
for 10 senior living communities SNH previously leased to Sunrise;
and a loss on sale of properties of approximately $101,000, or less
than $0.01 per share, related to the sale of one property in
2012.
The weighted average number of common shares outstanding totaled
187.3 million and 169.2 million for the years ended December 31,
2013 and 2012, respectively.
A reconciliation of net income determined according to GAAP to
FFO and Normalized FFO for the years ended December 31, 2013 and
2012 appears later in this press release.
Recent Investment and Sales Activities:
Since October 1, 2013, SNH has acquired seven properties in five
transactions for a combined purchase price of $56.4 million,
excluding closing costs:
- In October 2013, SNH acquired 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. These communities are operated in
SNH’s taxable REIT subsidiary, or TRS, structure and managed by
Five Star Quality Care, Inc., or Five Star, under a long term
management agreement;
- Also in October 2013, SNH acquired a
senior living community with 60 private pay assisted living units
located in Jefferson City, TN for approximately $9.9 million. This
community is operated in SNH’s TRS structure and managed by Five
Star under a long term management agreement;
- In November 2013, SNH acquired a senior
living community with 68 private pay assisted living units located
in Verona, WI for approximately $12.0 million. This community is
operated in SNH’s TRS structure and managed by Five Star under a
long term management agreement; and
- In December 2013, SNH acquired a
portfolio of three MOBs (three buildings) with 62,826 square feet
located in Orlando, FL for approximately $15.4 million.
SNH also currently has one property under agreement to be
acquired for a purchase price of approximately $1.125 billion,
excluding closing costs:
- In February 2014, SNH entered into an
agreement to acquire one MOB (two buildings) with 1,651,037 gross
building square feet located in Boston, MA for approximately $1.125
billion. This MOB is certified by the U.S. Green Building Council
as two class A, leadership in energy and environmental design, or
LEED®, gold, newly-built biotech buildings located on the
waterfront in the Seaport District, Boston’s fastest growing
submarket.
In December 2013, SNH sold two rehabilitation hospitals with 364
licensed beds located in Braintree and Woburn, MA for $90.0
million, excluding closing costs. The majority of the revenues at
these hospitals come from Medicare. SNH recorded a gain of $36.3
million from this sale.
In January 2014, SNH sold one assisted living facility with 36
units located in Kerrville, TX for $2.4 million, excluding closing
costs.
SNH is also currently marketing for sale nine senior living
communities with 708 living units and four MOBs (seven buildings)
with 831,499 square feet. The majority of the combined revenues
generated from the nine senior living communities listed for sale
come from government funded programs, such as Medicare and
Medicaid. The results of operations from the four MOBs (seven
buildings) listed for sale are included in discontinued operations
in SNH’s financial statements.
Recent Financing Activities:
Simultaneous with entering the agreement to acquire the one MOB
(two buildings) in Boston, MA noted above, SNH received a term loan
commitment for $800 million from Jefferies Finance, LLC and Wells
Fargo Bank, N.A. The term loan will have an interest rate of LIBOR
plus 140 basis points, can be repaid in part or whole at any time
without penalty and will mature five years from closing. Prior to
closing the acquisition of these buildings, the term loan is
expected to be syndicated to a group of lenders, and the term loan
is expected to close simultaneous with the closing of this
acquisition.
Conference Call:
On Wednesday, February 26, 2014, at 1:00 p.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 year
ended December 31, 2013. The conference call telephone number is
(877) 531-2986. Participants calling from outside the United States
and Canada should dial (651) 224-7472. 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, Wednesday, March 5, 2014. To hear the replay, dial (320)
365-3844. The replay pass code is: 318032.
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 fourth quarter conference call
are strictly prohibited without the prior written consent of
SNH.
Supplemental Data:
A copy of SNH’s Fourth 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 375
properties (401 buildings) located in 40 states and Washington,
D.C. as of December 31, 2013. SNH is headquartered in Newton,
MA.
Please see the pages attached hereto for a more detailed
statement of SNH’s 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 SNH USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”,
“INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, SNH IS MAKING
FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON SNH’S 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 SNH HAS
ENTERED INTO AN AGREEMENT TO ACQUIRE ONE PROPERTY. THIS TRANSACTION
IS SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF COMMERCIAL
REAL ESTATE TRANSACTIONS FOR A PROPERTY OF THIS TYPE. SUCH TERMS
AND CONDITIONS MAY NOT BE MET. AS A RESULT, THIS TRANSACTION MAY
NOT OCCUR OR MAY BE DELAYED OR ITS TERMS MAY CHANGE;
- THIS PRESS RELEASE DESCRIBES CERTAIN
EXPECTED TERMS OF AN $800 MILLION TERM LOAN WHICH SNH MAY INCUR IN
CONNECTION WITH THE ACQUISITION OF TWO BIOTECH MEDICAL OFFICE
BUILDINGS. THE COMMITMENTS WHICH WE RECEIVED FOR THE TERM LOAN ARE
SUBJECT TO VARIOUS CONDITIONS, INCLUDING MUTUALLY SATISFACTORY
DOCUMENTATION. THERE CAN BE NO ASSURANCE THAT ALL THE CONDITIONS
WILL BE SATISFIED, THAT THE TERMS OF THE TERM LOAN WILL NOT CHANGE,
OR THAT THE TERM LOAN WILL BE AVAILABLE TO US TIMELY OR AT ALL. WE
ARE NOT COMMITTED TO INCUR THE ENTIRE TERM LOAN OR ANY PORTION
THEREOF, AND MAY UTILIZE OTHER DEBT OR EQUITY FINANCING FOR ALL OR
A PORTION OF THE ACQUISITION;
- THIS PRESS RELEASE STATES THAT THE
INTEREST RATE UNDER THE TERM LOAN WILL BE LIBOR PLUS 140 BASIS
POINTS. THIS INTEREST RATE IS BASED ON OUR CURRENT DEBT RATINGS AND
THE INTEREST RATE MAY BE HIGHER OR LOWER THAN LIBOR PLUS 140 BASIS
POINTS IN THE FUTURE DEPENDING ON OUR FUTURE DEBT RATINGS. THIS
INTEREST RATE IS ALSO SUBJECT TO CONTRACTUAL PROVISIONS THAT WOULD
ADJUST THE LENDERS' YIELD TO MARKET CONDITIONS AT THE TIME OF
SYNDICATION; AND
- THIS PRESS RELEASE STATES THAT SNH HAS
NINE SENIOR LIVING COMMUNITIES AND FOUR MOBS CURRENTLY LISTED FOR
SALE. SNH MAY NOT BE ABLE TO SELL THESE PROPERTIES ON ACCEPTABLE
TERMS, AND THE SALES OF ANY OR ALL OF THESE PROPERTIES MAY NOT
OCCUR.
THE INFORMATION CONTAINED IN SNH’S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION “RISK
FACTORS” IN ITS PERIODIC REPORTS, OR INCORPORATED THEREIN,
IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES
FROM SNH’S FORWARD LOOKING STATEMENTS. SNH’S FILINGS WITH THE SEC
ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON SNH’S FORWARD LOOKING
STATEMENTS.
EXCEPT AS REQUIRED BY LAW, SNH DOES NOT INTEND TO UPDATE OR
CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
SENIOR HOUSING PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF
INCOME
(amounts in thousands, except per share
data)
(unaudited)
Income Statement:
Quarter Ended December 31, Year Ended December 31, 2013
2012 2013 2012 Revenues: Rental income $
122,912 $ 121,578 $ 459,380 $ 450,769 Residents fees and services
77,424 70,125 302,058 184,031 Total
revenues 200,336 191,703 761,438 634,800 Expenses: Property
operating expenses 76,985 72,584 299,878 197,696 Depreciation
38,554 36,369 153,026 139,042 General and administrative 8,042
7,411 32,657 31,517 Acquisition related costs 788 2,580 3,378 9,394
Impairment of assets 2,314 - 7,989
3,071 Total expenses 126,683 118,944 496,928
380,720 Operating income 73,653 72,759 264,510
254,080 Interest and other income 99 160 711 1,117 Interest
expense (29,284) (29,814) (117,819) (117,240) Loss on early
extinguishment of debt - - (797) (6,349) Gain on lease terminations
- 479 - 375 Gain (loss) on sale of properties 36,251
- 37,392 (101) Income from continuing operations
before income tax expense 80,719 43,584 183,997 131,882 and equity
in earnings of an investee Income tax expense (195) (85) (600)
(375) Equity in earnings of an investee 115 80
334 316 Income from continuing operations 80,639
43,579 183,731 131,823 Discontinued
operations: Income from discontinued operations 1,281 1,057 5,043
4,061 Loss on asset impairment from discontinued operations
(9,714) - (37,610) - Net income $ 72,206 $
44,636 $ 151,164 $ 135,884 Weighted average shares
outstanding 188,168 176,554 187,251
169,176 Income from continuing operations per share $ 0.43 $
0.25 $ 0.98 $ 0.78 (Loss) income from discontinued operations per
share (0.05) 0.00 (0.17) 0.02 Net
income per share $ 0.38 $ 0.25 $ 0.81 $ 0.80
SENIOR HOUSING PROPERTIES TRUST
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 December 31, Year Ended December
31, 2013 2012 2013
2012 Net income $ 72,206 $
44,636 $ 151,164 $ 135,884 Depreciation expense from continuing
operations 38,554 36,369 153,026 139,042 Depreciation expense from
discontinued operations - 600 799 2,414 (Gain) loss on sale of
properties (36,251) - (37,392) 101 Impairment of assets from
continuing operations 2,314 - 7,989 3,071 Impairment of assets from
discontinued operations 9,714 - 37,610
- FFO 86,537 81,605 313,196 280,512 Acquisition related costs 788
2,580 3,378 9,394 Loss on early extinguishment of debt - - 797
6,349 Gain on lease terminations - (479) - (375) Percentage rent
adjustment (2) (6,800) (8,200) - -
Normalized FFO $ 80,525 $ 75,506 $ 317,371 $ 295,880
Weighted average shares outstanding 188,168 176,554
187,251 169,176 FFO per share $ 0.46 $ 0.46 $
1.67 $ 1.66 Normalized FFO per share $ 0.43 $ 0.43 $ 1.69 $ 1.75
(1) SNH calculates 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 certain other
adjustments currently not applicable to these calculations. SNH’s
calculation of Normalized FFO differs from NAREIT’s definition of
FFO because SNH’s includes estimated percentage rent in the period
to which it estimates that it relates rather than when it is
recognized as income in accordance with GAAP and excludes
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. SNH considers 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. SNH believes 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 its operating performance between periods and with
other REITs. FFO and Normalized FFO are among the factors
considered by SNH’s Board of Trustees when determining the amount
of distributions to its shareholders. Other factors include, but
are not limited to, requirements to maintain its status as a REIT,
limitations in its revolving credit facility agreement, term loan
agreement, if any, and public debt covenants, the availability of
debt and equity capital, SNH’s expectation of its future capital
requirements and operating performance and its expected needs and
availability of cash to pay its 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
SNH’s financial performance or liquidity, nor are these measures
necessarily indicative of sufficient cash flow to fund all of SNH’s
needs. These measures should be considered in conjunction with net
income, operating income and cash flow from operating activities as
presented in SNH’s Consolidated Statements of Income and
Comprehensive Income and Consolidated Statements of Cash Flows.
Other REITs and real estate companies may calculate FFO and
Normalized FFO differently than SNH does.
(2) In calculating net income in accordance with GAAP, SNH
recognizes 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 SNH defers
recognition of this revenue until the fourth quarter for purposes
of calculating net income, it includes these estimated amounts in
its 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:
December
31, December 31, 2013 2012
ASSETS
Real estate properties
$ 5,263,625 $ 5,019,615 Less accumulated depreciation
(840,760) (714,687) 4,422,865 4,304,928 Cash and cash
equivalents 39,233 42,382 Restricted cash 12,514 9,432 Deferred
financing fees, net 27,975 29,410 Acquired real estate leases and
other intangible assets, net 103,494 113,986 Other assets
158,585 247,864 Total assets $ 4,764,666 $ 4,748,002
LIABILITIES AND
SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility $ 100,000 $ 190,000 Senior
unsecured notes, net of discount 1,093,337 1,092,053 Secured debt
and capital leases 699,427 724,477 Accrued interest 15,839 15,757
Assumed real estate lease obligations, net 12,528 13,482 Other
liabilities 66,546 65,665 Total liabilities 1,987,677
2,101,434
Total shareholders’ equity
2,776,989 2,646,568 Total liabilities and
shareholders’ equity $ 4,764,666 $ 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,
617-796-8237Vice President, Investor Relations,orKimberly Brown,
617-796-8237Director, Investor Relationswww.snhreit.com
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