Newton, MA (April 29, 2003): Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter ended March 31, 2003, as follows (in thousands, except per share data):
Quarter Ended
March 31,
----------------
2003 2002
----------------
Total revenues $31,350 $28,707
Net income 12,059 11,620
Funds from operations (FFO) 21,472 17,857
Weighted average shares outstanding 58,437 50,255
Per share data:
Net income $0.21 $0.23
Funds from operations (FFO) 0.37 0.36
Distributions declared 0.31 0.31
The foregoing financial presentation for the 2003 period includes approximately $600,000 for litigation expenses in connection with lawsuits involving SNH and Marriott International, Inc. and HEALTHSOUTH Corporation. The subject matter of the Marriott litigation has been previously disclosed and the status of that matter is unchanged from prior disclosure. In January 2002, SNH entered an agreement with HEALTHSOUTH. Among other matters, this January 2002 agreement lowered the rent payable by HEALTHSOUTH for the lease of two hospitals in return for an extended lease term. This agreement was entered in part because of SNH's reliance upon HEALTHSOUTH's purported financial condition at that time. Since March 2003, the SEC has charged HEALTHSOUTH and some of its officers with accounting fraud resulting in over $2 billion in overstated assets and income. SNH reviewed the SEC charges and in April 2003, SNH commenced a lawsuit against HEALTHSOUTH to reform the 2002 agreement to reinstate HEALTHSOUTH's previous contractual rent obligations, among other matters. The 2002 agreement between SNH and HEALTHSOUTH lowered the rent payable to SNH from $10.3 million/ year to $8.7 million/year.
Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that has investments in 142 senior housing properties located in 31 states.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THE FOREGOING PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR. FOR EXAMPLE, THE STATEMENT THAT SNH HAS COMMENCED LITIGATION TO INCREASE THE RENT PAYABLE BY HEALTHSOUTH FOR THE LEASE OF TWO HOSPITALS MAY IMPLY THAT THIS RENT WILL BE INCREASED. HOWEVER, DISCOVERY DURING LITIGATION AND DECISIONS BY JUDGES AND JURIES MAY CAUSE UNINTENDED RESULTS. ALSO, LITIGATION IS OFTEN EXPENSIVE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THESE FORWARD LOOKING STATEMENTS.
Senior Housing Properties Trust
Financial Information
(in thousands, except per share amounts)
Quarter Ended
March 31,
-----------------
2003 2002
-------- --------
Revenues:
Rental income $30,274 $26,535
FF&E reserve income (1) - 1,664
Interest and other income (2) 1,076 508
-------- --------
Total revenues 31,350 28,707
-------- --------
Expenses:
Interest 7,146 7,382
Depreciation 8,653 7,128
General and administrative 2,789 1,854
-------- --------
Total 18,588 16,364
-------- --------
Income from continuing operations before
distributions on
trust preferred securities 12,762 12,343
Distributions on trust preferred securities 703 703
-------- --------
Income from continuing operations 12,059 11,640
Loss from discontinued operations - (20)
-------- --------
Net income $12,059 $11,620
======== ========
Calculation of funds from operations (FFO)(3):
Income from continuing operations $12,059 $11,640
Add: Depreciation 8,653 7,128
Deferred percentage rent(4) 760 753
Less: FF&E reserve income(1) - (1,664)
-------- --------
FFO $21,472 $17,857
======== ========
Weighted average shares outstanding 58,437 50,255
======== ========
Per share data:
Income from continuing operations $0.21 $0.23
======== ========
Net income $0.21 $0.23
======== ========
FFO $0.37 $0.36
======== ========
Distributions declared $0.31 $0.31
======== ========
Balance Sheet Data: At At
March 31, Dec. 31,
2003 2002
----------- -----------
Assets
------
Real estate properties $1,300,833 $1,238,487
Accumulated depreciation (133,692) (125,039)
----------- -----------
1,167,141 1,113,448
Mortgage receivable 6,051 -
Cash and cash equivalents 14,286 8,654
Restricted cash 10,907 12,364
Other assets 20,675 23,734
----------- -----------
Total assets $1,219,060 $1,158,200
=========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Unsecured revolving credit facility(5) $158,000 $81,000
Senior unsecured notes due 2012, net of
discount 243,781 243,746
Secured debt and capital leases 32,599 32,618
----------- -----------
Total debt 434,380 357,364
Other liabilities 10,752 21,116
----------- -----------
Total liabilities 445,132 378,480
Trust preferred equity securities 27,394 27,394
Shareholders' equity 746,534 752,326
----------- -----------
Total liabilities and shareholders' equity $1,219,060 $1,158,200
=========== ===========
Senior Housing Properties Trust
Notes to
Financial Information
1. One of our leases which began in January 2002 provided that a percentage of revenues at the leased properties be paid to us as additional rent and escrowed for future capital expenditures at the leased properties. Effective October 1, 2002, we amended this lease pursuant to which our tenant, Five Star, retains title to the FF&E escrow accounts while we have security and remainder interests in the escrow accounts. Accordingly, effective October 1, 2002, our revenues and net income no longer include FF&E reserve income. In order to facilitate comparison of FFO with historical results, the historical FFO presentation for the three months ended March 31, 2002, eliminates FF&E reserve income.
2. Included in interest and other income for the three months ended March 31, 2003, is a gain related to our sale of a promissory note for $750,000, which was previously carried at $0.
3. We compute FFO as shown in the calculation above. We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities, because it provides investors with an indication of a REIT's operating performance and its ability to incur and service debt, make capital expenditures, pay distributions and fund other cash needs. FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by our board of trustees in determining the amount of distributions to shareholders.
4. We recognize percentage rental income received for the first, second and third quarters in the fourth quarter. Although recognition of revenue is deferred for purposes of calculating net income, the calculation of FFO includes amounts received with respect to periods shown.
5. On April 21, 2003, we repaid all outstanding amounts on our unsecured revolving credit facility, primarily with the proceeds of our issuance of $150 million of 7 7/8% senior unsecured notes due 2015.
Senior Housing Properties Trust
Additional Information
The following additional data is intended to respond
to frequently asked questions (dollars in thousands)
# of # of
Properties Units/Beds Investment(1)
---------- ----------- -------------
Facility Type
----------------
Independent
living
communities(2) 54 12,253 $1,005,230
Skilled nursing
facilities 60 6,040 186,834
Hospitals 2 364 43,553
Assisted living
facilities 26 1,272 71,267
---------- ----------- -------------
Total 142 19,929 $1,306,884
========== =========== =============
Tenant/Operator
----------------
Five Star/Sunrise (3) 31 7,476 $615,944
Marriott/Sunrise (3) 14 4,030 325,472
HEALTHSOUTH 2 364 43,553
Alterra Healthcare 23 1,076 67,051
Five Star #1 54 4,976 141,383
Five Star #2 9 747 63,814
Genesis Health
Ventures 1 156 13,007
Integrated
Health Services 1 140 15,598
4 private
companies
(combined) 7 964 21,062
---------- ----------- -------------
Total 142 19,929 $1,306,884
========== =========== =============
% of
Current Current
Annual Annual
% of Rent Rent
Investment Revenues Revenues
----------- ---------- ----------
Facility Type
----------------
Independent
living
communities(2) 76.9% $100,467 77.6%
Skilled nursing
facilities 14.3% 12,621 9.7%
Hospitals 3.3% 8,700 6.7%
Assisted living
facilities 5.5% 7,735 6.0%
----------- --------- ---------
Total 100.0% $129,523 100.0%
=========== ========= =========
Tenant/Operator
----------------
Five Star/Sunrise (3) 47.1% $63,000 48.6%
Marriott/Sunrise (3) 24.9% 31,182 24.1%
HEALTHSOUTH 3.3% 8,700 6.7%
Alterra Healthcare 5.1% 7,499 5.8%
Five Star #1 10.9% 6,923 5.3%
Five Star #2 4.9% 6,285 4.9%
Genesis Health
Ventures 1.0% 1,496 1.1%
Integrated
Health Services 1.2% 1,200 1.0%
4 private
companies
(combined) 1.6% 3,238 2.5%
----------- --------- ---------
Total 100.0% $129,523 100.0%
=========== ========= =========
Tenant Operating Statistics(4) Percentage of Operating
Revenue Sources
----------------------------------------------------------------------
Rent Occupancy Private Medicare Medicaid
Coverage Pay
---------- ---------- ---------- ---------- ----------
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
---------- ---------- ---------- ---------- ----------
Five Star/
Sunrise(3)(5) 1.0x 1.2x 89% 90% 86% 86% 11% 10% 3% 4%
Marriott/
Sunrise(3) 1.2x 1.5x 88% 88% 83% 84% 13% 13% 4% 4%
HEALTHSOUTH(6) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Alterra
Healthcare 1.5x 1.5x 83% 84% 100% 100% - - - -
Five Star #1 2.6x 2.6x 89% 88% 21% 22% 21% 21% 58% 57%
Five Star #2 1.0x 1.3x 82% 87% 100% 100% - - - -
Genesis Health
Ventures 1.0x 1.5x 95% 95% 18% 30% 38% 41% 44% 29%
Integrated
Health
Services 1.1x 1.8x 86% 90% 23% 28% 21% 26% 56% 46%
4 private
companies
(combined) 1.9x 2.1x 89% 86% 23% 22% 17% 23% 60% 55%
(1) Includes owned real estate and a $6,051 mortgage investment secured by a first mortgage on five assisted living facilities.
(2) Properties where the majority of units are independent living apartments are classified as independent living communities.
(3) On March 28, 2003, Marriott International, Inc. sold its senior living division, Marriott Senior Living Services, Inc. ("MSLS"), to Sunrise Assisted Living, Inc. ("Sunrise"). Effective on that date, Sunrise became the manager of the 31 properties leased to Five Star Quality Care, Inc. ("Five Star") and the tenant/manager of the 14 properties previously leased to MSLS. Marriott International continues to guarantee the lease for the 14 properties.
(4) All tenant operating statistics are calculated based upon the operating results for the three months ended March 31, for the period indicated, or the most recent three month period tenant operating results available to us from our tenants. Rent coverage is calculated as operating cash flow from our tenants' facility operations, before subordinated charges and capital expenditure reserves, divided by rent payable to us.
(5) Rent coverage is after non-subordinated management fees of $4,028 and $4,242 in the 2003 and 2002 periods, respectively.
(6) On March 19, 2003, the SEC filed a complaint against HEALTHSOUTH, alleging that HEALTHSOUTH and certain of its officers committed fraud and violated various securities laws by overstating their historical earnings and assets. In March 2003, HEALTHSOUTH was notified of defaults under its bank credit facility, and in April 2003, HEALTHSOUTH defaulted on some of its public debt securities. The rent due to us on April 1, 2003 was paid to us on April 3, 2003, within the grace period allowed. In March 2003, HEALTHSOUTH issued a press release advising that its historical financial information should not be relied upon. Because we have reason to doubt the financial information we have from HEALTHSOUTH we have elected not to disclose any lease coverage information for this tenant.
Senior Housing Properties Trust
Additional Information
(dollars in thousands unless otherwise stated)
------------------------------------------------------------------
March 31, December 31,
Leverage Ratios 2003 2002
---------------------------------- ------------ ----------------
Total debt / Total assets 35.6% 30.9%
Total debt / Real estate
properties before depreciation 33.4% 28.9%
Total debt / Total book
capitalization 35.9% 31.4%
Secured debt / Total debt 7.5% 9.1%
Secured debt / Total assets 2.7% 2.8%
Variable rate debt / Total debt(1) 38.5% 25.2%
Quarter Ended
March 31,
------------------------------
Coverage Ratios 2003 2002
---------------------------------- ------------ -------------
Income from continuing operations $12,059 $11,640
Deferred percentage rent 760 753
Interest expense(1) 7,146 7,382
Trust preferred distributions 703 703
Depreciation and amortization 8,653 7,128
------------ -------------
EBITDA $29,321 $27,606
============ =============
EBITDA / Interest expense 4.1x 3.7x
EBITDA / Interest expense + trust 3.7x 3.4x
preferred distributions
(1) Does not include impact of April 2003 repayment of credit facility largely with proceeds of issuance of $150 million of 7 7/8% senior unsecured notes due 2015.