NEWTON, Mass.--(BUSINESS WIRE)--
Senior Housing Properties Trust (NYSE: SNH) today announced its
financial results for the quarter and six months ended June 30, 2012.
Results for the quarter ended June 30, 2012:
Normalized funds from operations, or Normalized FFO, for the quarter
ended June 30, 2012 were $73.2 million, or $0.45 per share. This
compares to Normalized FFO for the quarter ended June 30, 2011 of $62.6
million, or $0.44 per share.
Net income was $33.3 million, or $0.20 per share, for the quarter ended
June 30, 2012, compared to net income of $51.0 million, or $0.36 per
share, for the quarter ended June 30, 2011. Net income for the quarter
ended June 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 in the second quarter of 2011 and 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.
The weighted average number of common shares outstanding totaled 162.7
million and 141.9 million for the quarters ended June 30, 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 June 30, 2012 and 2011
appears later in this press release.
Results for the six months ended June 30, 2012:
Normalized funds from operations, or Normalized FFO, for the six months
ended June 30, 2012 were $145.6 million, or $0.90 per share. This
compares to Normalized FFO for the six months ended June 30, 2011 of
$124.7 million, or $0.88 per share.
Net income was $65.6 million, or $0.40 per share, for the six months
ended June 30, 2012, compared to net income of $82.8 million, or $0.58
per share, for the six months ended June 30, 2011. Net income for the
six months ended June 30, 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 six months ended June 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 in the second quarter of
2011, a loss on early extinguishment of debt of approximately $427,000,
or less than $0.01 per share, in connection with replacing our revolving
credit facility and 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 162.7
million and 141.9 million for the six months ended June 30, 2012 and
2011, respectively.
A reconciliation of net income determined according to GAAP to FFO and
Normalized FFO for the six months ended June 30, 2012 and 2011 appears
later in this press release.
Recent Investment and Sales Activities:
Since April 1, 2012, we have acquired, or we currently have agreements
to acquire, 16 properties for total purchase prices of approximately
$368.9 million, including the assumption of approximately $122.8 million
of mortgage debt and excluding closing costs:
-
In May 2012, we acquired a previously disclosed senior living
community located in South Carolina with 59 assisted living units for
approximately $8.1 million, including the assumption of approximately
$4.8 million of mortgage debt and 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, or TRS, under
a long term contract.
-
In May 2012, we acquired a previously disclosed property leased to
medical providers, medical related businesses, clinics and biotech
laboratory tenants, or an MOB, with 28,440 square feet located in
Georgia for approximately $8.6 million, excluding closing costs. Upon
acquisition, this property was 100.0% leased to six tenants for
weighted (by rents) average lease terms of 5.3 years.
-
In May 2012, we acquired another previously disclosed MOB with 111,538
square feet located in Georgia for approximately $23.1 million,
excluding closing costs. Upon acquisition, this property was 100.0%
leased to The Emory Clinic, Inc. for approximately 9.5 years.
-
In June 2012, we acquired a previously disclosed MOB with 204,429
square feet located in Hawaii for approximately $70.5 million,
including the assumption of approximately $52.0 million of mortgage
debt and excluding closing costs. Upon acquisition, this property was
99.5% leased to 18 tenants for weighted (by rents) average lease terms
of 4.1 years.
-
In June 2012, we acquired another previously disclosed MOB with 92,180
square feet located in Maryland for approximately $18.3 million,
excluding closing costs. Upon acquisition, this property was 98.0%
leased to eight tenants for weighted (by rents) average lease terms of
6.0 years.
-
In July 2012, we acquired a previously disclosed senior living
community located in South Carolina with 232 living units for
approximately $37.3 million, excluding closing costs. Substantially
all the residents at this community currently pay for occupancy and
services with private resources. A subsidiary of Five Star manages
this community for our TRS under a long term contract.
-
In July 2012, we acquired one MOB with 63,082 square feet located in
Texas for approximately $16.8 million, excluding closing costs. Upon
acquisition, this property was 100% leased to 11 tenants for weighted
(by rents) average lease terms of 6.9 years.
-
In July 2012, we acquired another MOB with 52,858 square feet located
in Florida for approximately $7.7 million, excluding closing costs.
Upon acquisition, this property was 80% leased to 18 tenants for
weighted (by rents) average lease terms of 2.5 years.
-
On July 31, 2012, we acquired four previously disclosed senior living
communities located in Colorado, Idaho and Washington with a total of
511 living units for total purchase prices of approximately $36.5
million, including the assumption of approximately $6.9 million of
mortgage debt and excluding closing costs. We leased these properties
to Stellar Senior Living, LLC, a third party operator, for initial
rent of approximately $2.9 million per year. Percentage rent, based on
increases in gross revenues at these properties, will commence in 2014.
-
We have previously disclosed agreements to acquire three properties
which have not yet closed, including two senior living communities and
one MOB for total purchase prices of approximately $126.7 million,
including the assumption of approximately $49.4 million of mortgage
debt and excluding closing costs. The two senior living communities
are located in Missouri and New York and include a total of 397 living
units, and the MOB is located in Massachusetts and includes 35,000
square feet. The closings of these acquisitions are contingent upon
customary closing conditions; accordingly, we can provide no assurance
that we will purchase these properties.
-
In July 2012, we entered an agreement to acquire one MOB for
approximately $15.3 million, including the assumption of approximately
$9.7 million of mortgage debt and excluding closing costs. The MOB is
located in Minnesota and includes a total of 76,637 square feet. This
acquisition has not yet closed. The closing of this acquisition is
contingent upon completion of our diligence and other customary
closing conditions; accordingly, we can provide no assurance that we
will purchase this property.
In July 2012, we sold one MOB located in Massachusetts for a sale price
of approximately $1.1 million. We are also currently marketing for sale
a senior living community located in Pennsylvania which is classified as
held for sale as of June 30, 2012.
Recent Financing Activities:
In July 2012, we issued 13,800,000 common shares for $21.75 / share in a
public offering, raising net proceeds of approximately $287.1 million
after expenses. We used the net proceeds of this offering to repay
borrowings outstanding under our revolving credit facility.
In July 2012, we sold $350.0 million of 5.625% senior unsecured notes
due 2042, raising net proceeds of approximately $338.8 million after
expenses. We used a part of the net proceeds of this offering to repay
borrowings outstanding under our revolving credit facility and we intend
to apply the remaining net proceeds from this offering to prepay the
variable portion of our Federal National Mortgage Association, or FNMA,
secured term loan, which had an interest rate of 6.38% at June 30, 2012
and a maturity date in September 2019, and for general business
purposes, which may include funding possible future acquisitions of
properties.
During the second quarter of 2012, we repaid 18 mortgage loans with a
weighted average interest rate of 6.88% encumbering 18 of our properties
for approximately $35.7 million that had maturity dates in June, July
and September 2012.
In May 2011, we and Five Star entered into a loan agreement, or the
Bridge Loan, under which we agreed to lend Five Star up to $80.0 million
to fund a portion of Five Star's purchase of a portfolio of six senior
living communities. This loan was due in July 2012. In April 2012, Five
Star repaid the $38.0 million which was then outstanding under this
Bridge Loan, resulting in the termination of the Bridge Loan.
Other Recent Developments:
In May 2012, we entered into an operations transfer agreement, or the
Operations Transfer Agreement, with Sunrise Senior Living, Inc., or
Sunrise, and Five Star related to 10 senior living communities that we
currently lease to Sunrise. The Operations Transfer Agreement provides
that we and Sunrise will accelerate the December 31, 2013 termination
date of these Sunrise leases, that we will lease the 10 communities to
our TRSs and that Five Star will manage the communities pursuant to long
term contracts. The Operations Transfer Agreement provides that these
transactions will occur when we and Five Star have obtained required
regulatory approvals to operate the 10 communities. Because of the
required regulatory approval processes, we expect the transition of the
10 communities' operations to occur on various dates during the
remainder of 2012. Pursuant to the Operations Transfer Agreement, we
paid Sunrise $1.0 million to purchase the inventory and certain
improvements owned by Sunrise at these communities.
Conference Call:
On Wednesday, August 1, 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 and six months ended June
30, 2012. The conference call telephone number is (800) 553-0318.
Participants calling from outside the United States and Canada should
dial (612) 332-0228. 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, August 8, 2012. To
hear the replay, dial (320) 365-3844. The replay pass code is: 252613.
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 second quarter
conference call is strictly prohibited without the prior written consent
of SNH.
Supplemental Data:
A copy of SNH's Second 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 375
properties located in 39 states and Washington, D.C. as of June 30,
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 June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
$
|
110,986
|
|
|
|
$
|
100,318
|
|
|
|
|
$
|
220,491
|
|
|
|
$
|
198,870
|
|
Residents fees and services
|
|
|
|
|
35,986
|
|
|
|
|
844
|
|
|
|
|
|
71,554
|
|
|
|
|
844
|
|
Total revenues
|
|
|
|
|
146,972
|
|
|
|
|
101,162
|
|
|
|
|
|
292,045
|
|
|
|
|
199,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
35,230
|
|
|
|
|
26,935
|
|
|
|
|
|
68,607
|
|
|
|
|
53,296
|
|
Property operating expenses
|
|
|
|
|
40,734
|
|
|
|
|
11,302
|
|
|
|
|
|
80,068
|
|
|
|
|
21,735
|
|
General and administrative
|
|
|
|
|
8,068
|
|
|
|
|
6,793
|
|
|
|
|
|
15,753
|
|
|
|
|
12,949
|
|
Acquisition related costs
|
|
|
|
|
1,829
|
|
|
|
|
2,814
|
|
|
|
|
|
2,517
|
|
|
|
|
3,927
|
|
Impairment of assets
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
|
3,071
|
|
|
|
|
166
|
|
Total expenses
|
|
|
|
|
85,861
|
|
|
|
|
47,844
|
|
|
|
|
|
170,016
|
|
|
|
|
92,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
61,111
|
|
|
|
|
53,318
|
|
|
|
|
|
122,029
|
|
|
|
|
107,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
|
|
227
|
|
|
|
|
244
|
|
|
|
|
|
709
|
|
|
|
|
476
|
|
Interest expense
|
|
|
|
|
(28,120
|
)
|
|
|
|
(23,361
|
)
|
|
|
|
|
(57,009
|
)
|
|
|
|
(46,107
|
)
|
Loss on early extinguishment of debt
|
|
|
|
|
-
|
|
|
|
|
(427
|
)
|
|
|
|
|
-
|
|
|
|
|
(427
|
)
|
Gain on sale of properties
|
|
|
|
|
-
|
|
|
|
|
21,315
|
|
|
|
|
|
-
|
|
|
|
|
21,315
|
|
Equity in earnings of an investee
|
|
|
|
|
76
|
|
|
|
|
46
|
|
|
|
|
|
121
|
|
|
|
|
83
|
|
Income before income tax expense
|
|
|
|
|
33,294
|
|
|
|
|
51,135
|
|
|
|
|
|
65,850
|
|
|
|
|
82,981
|
|
Income tax expense
|
|
|
|
|
(43
|
)
|
|
|
|
(87
|
)
|
|
|
|
|
(247
|
)
|
|
|
|
(158
|
)
|
Net income
|
|
|
|
$
|
33,251
|
|
|
|
$
|
51,048
|
|
|
|
|
$
|
65,603
|
|
|
|
$
|
82,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
162,670
|
|
|
|
|
141,869
|
|
|
|
|
|
162,659
|
|
|
|
|
141,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share
|
|
|
|
$
|
0.20
|
|
|
|
$
|
0.36
|
|
|
|
|
$
|
0.40
|
|
|
|
$
|
0.58
|
|
|
|
Financial Information (continued)
|
(dollars in thousands)
|
(unaudited)
|
Balance Sheet:
|
|
|
|
|
|
At June 30, 2012
|
|
|
|
At December 31, 2011
|
Assets
|
|
|
|
|
|
|
|
|
|
Real estate properties
|
|
|
|
|
$4,866,390
|
|
|
|
$4,721,591
|
Less accumulated depreciation
|
|
|
|
|
688,407
|
|
|
|
630,261
|
|
|
|
|
|
4,177,983
|
|
|
|
4,091,330
|
Cash and cash equivalents
|
|
|
|
|
20,405
|
|
|
|
23,560
|
Restricted cash
|
|
|
|
|
10,044
|
|
|
|
7,128
|
Deferred financing fees, net
|
|
|
|
|
23,479
|
|
|
|
25,434
|
Acquired real estate leases and other intangible assets, net
|
|
|
|
|
100,619
|
|
|
|
100,235
|
Loan receivable (1)
|
|
|
|
|
-
|
|
|
|
38,000
|
Other assets
|
|
|
|
|
134,022
|
|
|
|
97,361
|
Total assets
|
|
|
|
|
$4,466,552
|
|
|
|
$4,383,048
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
360,000
|
|
|
|
|
$
|
-
|
|
Senior unsecured notes, net of discount (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
741,412
|
|
|
|
|
|
965,770
|
|
Secured debt and capital leases (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
863,516
|
|
|
|
|
|
861,615
|
|
Accrued interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,315
|
|
|
|
|
|
22,281
|
|
Assumed real estate lease obligations, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,091
|
|
|
|
|
|
17,778
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,059
|
|
|
|
|
|
42,998
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,050,393
|
|
|
|
|
|
1,910,442
|
|
Shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,416,159
|
|
|
|
|
|
2,472,606
|
|
Total liabilities and shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,466,552
|
|
|
|
|
$
|
4,383,048
|
|
|
|
|
|
(1)
|
|
|
In May 2011, we and Five Star entered into a Bridge Loan under which
we agreed to lend Five Star up to $80.0 million to fund a portion of
Five Star's purchase of a portfolio of six senior living
communities. In April 2012, Five Star repaid the $38.0 million which
was then outstanding under this Bridge Loan, resulting in the
termination of the Bridge Loan.
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
In July 2012, we repaid all $360.0 million outstanding under our
revolving credit facility using proceeds from our July 2012 equity
and debt offerings.
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
In July 2012, we sold $350.0 million of 5.625% senior unsecured
notes due 2042. We intend to use a portion of the net proceeds from
this offering to prepay the variable portion of our FNMA secured
term loan, which had an interest rate of 6.38% at June 30, 2012 and
a maturity date in September 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
2011
|
|
Net income
|
|
|
|
|
|
$
|
33,251
|
|
|
|
|
$
|
51,048
|
|
|
|
|
|
|
$
|
65,603
|
|
|
|
|
$
|
82,823
|
|
Depreciation expense
|
|
|
|
|
|
|
35,230
|
|
|
|
|
|
26,935
|
|
|
|
|
|
|
|
68,607
|
|
|
|
|
|
53,296
|
|
Gain on sale of properties
|
|
|
|
|
|
|
-
|
|
|
|
|
|
(21,315
|
)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
(21,315
|
)
|
Impairment of assets
|
|
|
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
3,071
|
|
|
|
|
|
166
|
|
FFO
|
|
|
|
|
|
|
68,481
|
|
|
|
|
|
56,668
|
|
|
|
|
|
|
|
137,281
|
|
|
|
|
|
114,970
|
|
Acquisition related costs
|
|
|
|
|
|
|
1,829
|
|
|
|
|
|
2,814
|
|
|
|
|
|
|
|
2,517
|
|
|
|
|
|
3,927
|
|
Loss on early extinguishment of debt
|
|
|
|
|
|
|
-
|
|
|
|
|
|
427
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
427
|
|
Percentage rent (2)
|
|
|
|
|
|
|
2,900
|
|
|
|
|
|
2,700
|
|
|
|
|
|
|
|
5,800
|
|
|
|
|
|
5,400
|
|
Normalized FFO
|
|
|
|
|
|
$
|
73,210
|
|
|
|
|
$
|
62,609
|
|
|
|
|
|
|
$
|
145,598
|
|
|
|
|
$
|
124,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
162,670
|
|
|
|
|
|
141,869
|
|
|
|
|
|
|
|
162,659
|
|
|
|
|
|
141,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per share
|
|
|
|
|
|
$
|
0.42
|
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
0.84
|
|
|
|
|
$
|
0.81
|
|
Normalized FFO per share
|
|
|
|
|
|
$
|
0.45
|
|
|
|
|
$
|
0.44
|
|
|
|
|
|
|
$
|
0.90
|
|
|
|
|
$
|
0.88
|
|
Distributions declared per share
|
|
|
|
|
|
$
|
0.38
|
|
|
|
|
$
|
0.37
|
|
|
|
|
|
|
$
|
0.76
|
|
|
|
|
$
|
0.74
|
|
|
|
|
|
(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 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 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 us.
|
|
|
|
|
|
|
|
|
|
|
|
|
(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,
-
THIS PRESS RELEASE STATES THAT WE EXPECT TO USE A PART OF THE NET
PROCEEDS OF OUR RECENT DEBT OFFERING TO PREPAY THE VARIABLE PORTION OF
OUR FNMA SECURED TERM LOAN. WE MAY ELECT TO DELAY THE PREPAYMENT OF,
OR ELECT NOT TO PREPAY, ANY OR ALL OF SUCH MORTGAGE LOAN. ACCORDINGLY,
THIS MORTGAGE LOAN MAY NOT BE PAID PRIOR TO ITS MATURITY DATE IN
SEPTEMBER 2019.
-
THIS PRESS RELEASE STATES THAT WE EXPECT THE SUNRISE LEASE
TERMINATIONS, THE NEW TRS LEASES AND THE FIVE STAR MANAGEMENT
AGREEMENTS REGARDING CERTAIN 10 COMMUNITIES TO BE COMPLETED DURING THE
REMAINDER OF 2012. ALL OF THE COMMUNITIES DISCUSSED IN THIS PRESS
RELEASE ARE OWNED BY US FREE AND CLEAR OF MORTGAGE DEBTS AND NO LENDER
APPROVALS WILL BE REQUIRED FOR THE LEASE TERMINATIONS, THE NEW TRS
LEASES OR THE NEW MANAGEMENT AGREEMENTS. HOWEVER, THE TRANSFERS OF
OPERATING CONTROL OF THESE 10 COMMUNITIES ARE SUBJECT TO HEALTH
REGULATORY APPROVALS IN THE STATES WHERE THESE COMMUNITIES ARE LOCATED
AS WELL AS SOME APPROVALS FROM CERTAIN THIRD PARTY PAYORS FOR RESIDENT
SERVICES. WE CANNOT CONTROL THE RESULTS OR TIMING OF THESE APPROVAL
PROCESSES. ACCORDINGLY, SOME OF THESE APPROVALS MAY BE DELAYED OR MAY
NOT OCCUR AND THE CANCELLATION OF THE SUNRISE LEASES AND TRANSFER OF
OPERATIONS TO OUR TRSs MAY BE DELAYED OR MAY NOT OCCUR.
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 AT 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.
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 Trust
Timothy A. Bonang, 617-796-8234
Vice
President, Investor Relations
or
Elisabeth Heiss, 617-796-8234
Manager,
Investor Relations
www.snhreit.com
Source: Senior Housing Properties Trust
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