Senior Housing Properties Trust Announces Fourth Quarter and Year End 2014 Results

Cautionary Language

The information appearing on DHC ’s website includes statements which constitute forward looking statements. These forward looking statements are based upon DHC ’s present intents, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur. DHC ’s actual results may differ materially from those contained in DHC ’s forward looking statements. The information contained in DHC ’s filings with the Securities and Exchange Commission, including under “Risk Factors" and “Warnings Concerning Forward Looking Statements” in DHC ’s periodic reports and other filings, identifies important factors that could cause DHC ’s actual results to differ materially from those stated in DHC ’s forward looking statements. DHC ’s filings with the SEC are available on the SEC’s website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings. You should not place undue reliance upon forward looking statements.

The documents provided in this archived section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. Diversified Healthcare Trust does not undertake any obligation to update any information contained in these documents. For current information about the company, please refer to our most recent public SEC Filings.

Cautionary Statement Regarding Forward Looking Statements

The information appearing on Diversified Healthcare Trust’s (“DHC”) website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, it is making forward-looking statements. These forward-looking statements are based upon DHC’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 DHC’s forward-looking statements as a result of various factors. For example: (a) Office Properties Income Trust (“OPI”) and DHC have entered into a definitive merger agreement and the proposed merger is expected to close in the third quarter of 2023. However, the closing of the proposed merger is subject to the satisfaction or waiver of closing conditions, including DHC shareholder approval and the financing or any consents or approvals required or contemplated in connection with the proposed merger, some of which are beyond DHC’s control, and DHC cannot be sure that any or all of these conditions will be satisfied or waived. Accordingly, the proposed merger may not close on the contemplated terms or at all or it may be delayed; (b) DHC shareholders are expected to benefit from an annual dividend of $1.00 per share of the combined company. However, the Board of Trustees of the combined company will consider many factors when setting distribution rates, and thus future distribution rates may be increased or decreased and DHC cannot be sure as to the rate at which future distributions will be paid; (c) the transactions contemplated by the merger agreement and the terms thereof were evaluated, negotiated and recommended to DHC’s Board of Trustees by a special committee of DHC’s Board of Trustees, comprised solely of DHC’s disinterested, Independent Trustees, and were separately approved by DHC’s Independent Trustees and by DHC’s Board of Trustees. Despite this process, DHC could be subject to claims challenging the proposed merger or other transactions or DHC’s entry into the merger and related agreements because of the multiple relationships among DHC, OPI and The RMR Group LLC (“RMR”) and their related persons and entities or other reasons, and defending even meritless claims could be expensive and distracting to management; and (d) DHC’s website contains statements regarding the expectations for proposed merger and the combined company which may imply that the combined company will achieve its expected strategic and financial goals and the shareholders will benefit from the growth potential of the combined company. However, the combined company will be subject to various risks, including: the risk that the combined businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated; the risk that cost savings and synergies anticipated to be realized by the merger may not be fully realized or may take longer to realize than expected; risks related to future opportunities, plans and strategy for the combined company, including the uncertainty of expected future financial performance, expected access to cash flows and capital, timing of accretion, distribution rates and results of the combined company following completion of the proposed merger and the challenges facing the industries in which each company currently operates and the combined company will, following the closing of the transaction, operate; risks related to the market value of the OPI common shares of beneficial interest to be issued in the proposed merger; risks associated with indebtedness incurred in connection with the proposed merger, including the potential inability to access, or reduced access to, the capital markets or other capital resources or increased cost of borrowings, including as a result of a credit rating downgrade; risks associated with the level of capital expenditures of each company and the combined company following the proposed merger; and risks associated with the impact of general economic, political and market factors on the combined company. As a result, the combined company may not achieve the long-term growth and value creation for shareholder as expected.

The information contained in DHC's periodic reports filed with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or incorporated therein, also identifies important factors that could cause DHC's actual results to differ materially from those stated in or implied by DHC's forward-looking statements. DHC's filings with the SEC are available on the SEC's website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings.

You should not place undue reliance upon any forward-looking statements. Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

The documents provided in this section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. DHC does not undertake any obligation to update any information contained in these documents. For current information about DHC, please refer to DHC’s most recent public SEC Filings.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE MERGER

The information appearing on DHC ’s website may be deemed to be solicitation material in respect of the proposed merger between DHC and OPI. In connection with the proposed merger, OPI filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus of DHC and OPI. On July 21, 2023, the registration statement was declared effective by the SEC and DHC and OPI each filed with the SEC and commenced mailing to their respective shareholders the definitive joint proxy statement/prospectus. The proposed transaction involving DHC and OPI will be submitted to DHC’s and OPI’s shareholders for their consideration at special meetings of shareholders to be held on August 30, 2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DHC, OPI AND THE MERGER. Investors are also able to obtain copies of the registration statement and the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Additional copies of documents filed by DHC with the SEC may be obtained for free on DHC’s Investor Relations website at www.dhcreit.com/investors or by contacting the DHC Investor Relations department at 1-617-796-8234. In addition to the registration statement and the joint proxy statement/prospectus, DHC files annual, quarterly and current reports and other information with the SEC. DHC’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

NO OFFER OR SOLICITATION

The information appearing on DHC ’s website is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities or a solicitation of any vote or approval in any jurisdiction with respect to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

DHC and certain of its trustees and executive officers, OPI and certain of its trustees and executive officers, and RMR, the manager of DHC and OPI, and its parent and certain of their respective directors, officers and employees may be deemed to be participants in the solicitation of proxies from DHC’s and OPI’s shareholders in connection with the merger. Certain information regarding these trustees, executive officers, directors, officers and employees and a description of their direct and indirect interests are set forth in the registration statement and the joint proxy statement/prospectus filed with the SEC by DHC and/or OPI. Information about DHC’s trustees and executive officers is also included in the proxy statement for DHC’s 2023 annual meeting of shareholders, which was filed with the SEC on April 20, 2023. Information about OPI’s trustees and executive officers is included in the proxy statement for OPI’s 2023 annual meeting of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing documents may be obtained as provided above.

Senior Housing Properties Trust Announces Fourth Quarter and Year End 2014 Results

Normalized FFO Per Share for the Fourth Quarter Increases by 4.7% to $0.45 Compared to Last Year

Same Property NOI Growth in Each Major Business Segment

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter and year ended December 31, 2014.

SNH President and Chief Operating Officer David Hegarty made the following statement:

"I am pleased with our business performance in the fourth quarter. In addition to growing Normalized FFO per share by 4.7% during the quarter, we generated strong operating results in each of our three major business segments, including growth in same property NOI of 3.5% in our triple net lease senior living portfolio and 1.6% in our managed senior living portfolio. We also generated a 4.7% increase in same property Cash Basis NOI in our MOB portfolio. In addition, we are excited about the recently closed MOB portfolio acquisition for $539 million as well as the recently announced senior living acquisition for $790 million, both of which we believe improves the characteristics of our portfolio of properties."

Results for the quarter ended December 31, 2014:

Normalized funds from operations, or Normalized FFO, for the quarter ended December 31, 2014 were $91.3 million, or $0.45 per basic and diluted share. This compares to Normalized FFO for the quarter ended December 31, 2013 of $80.5 million, or $0.43 per basic and diluted share. The increase in Normalized FFO per share is primarily the result of acquisitions during 2014.

Net income was $45.3 million, or $0.22 per basic and diluted share, for the quarter ended December 31, 2014, compared to net income of $72.2 million, or $0.38 per basic and diluted share, for the quarter ended December 31, 2013.

The basic and diluted weighted average number of common shares outstanding were 203.7 million and 203.8 million, respectively, for the quarter ended December 31, 2014, and 188.0 million and 188.2 million, respectively, for the quarter ended December 31, 2013.

A reconciliation of net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, and Normalized FFO for the quarters ended December 31, 2014 and 2013 appears later in this press release.

Results for the year ended December 31, 2014:

Normalized FFO for the year ended December 31, 2014 were $347.6 million, or $1.75 per basic and diluted share. This compares to Normalized FFO for the year ended December 31, 2013 of $317.4 million, or $1.69 per basic and diluted share.

Net income was $158.6 million, or $0.80 per basic and diluted share, for the year ended December 31, 2014, compared to net income of $151.2 million, or $0.81 per basic and diluted share, for the year ended December 31, 2013.

The basic and diluted weighted average number of common shares outstanding were 198.9 million for the year ended December 31, 2014, and 187.3 million and 187.4 million, respectively, for the year ended December 31, 2013.

A reconciliation of net income determined in accordance with GAAP to FFO and Normalized FFO for the year ended December 31, 2014 and 2013 appears later in this press release.

Segment Operating Results for the quarter ended December 31, 2014:

For the three months ended December 31, 2014, 39.5% of SNH's net operating income, or NOI, came from 98 MOBs including 9.1 million square feet of leaseable area. As of December 31, 2014, 95.9% of our MOB square feet were leased, compared to 95.6% as of September 30, 2014 and 94.9% as of December 31, 2013. Same property occupancy for MOBs owned continuously since October 1, 2013 increased to 95.3% as of December 31, 2014, compared to 95.0% as of December 31, 2013. Same property NOI and cash basis NOI increased 2.8% and 4.7%, respectively, during the quarter ended December 31, 2014.

For the three months ended December 31, 2014, 45.0% of SNH's consolidated NOI came from 215 triple net leased senior living communities with 24,136 living units. Occupancy at triple net leased senior living communities was 84.6% during the most recently reported period, compared to 85.3% during the comparable period last year.⁽¹⁾ Same property occupancy at triple net leased senior living communities owned continuously since October 1, 2013 was 85.4% during the most recently reported period, compared to 85.5% during the comparable period last year.⁽¹⁾ Same property NOI increased 3.5% during the quarter ended December 31, 2014.

For the three months ended December 31, 2014, 12.4% of SNH's NOI came from 46 managed senior living communities with 7,278 living units. Occupancy at managed senior living communities was 88.4% during the quarter ended December 31, 2014, compared to 87.7% during the comparable period last year. Same property occupancy for managed senior living communities owned continuously since October 1, 2013 increased to 88.3% during the quarter ended December 31, 2014, from 87.8% during the comparable period last year. Same property NOI increased 1.6% during the quarter ended December 31, 2014.

A reconciliation of NOI and cash basis NOI to net income, determined in accordance with GAAP, for the quarters and years ended December 31, 2014 and 2013 appears later in this press release.

⁽¹⁾ Most recent reported data is based upon the operating results provided by our tenants for the 12 months ended September 30, 2014 and 2013 or the most recent prior period for which tenant operating results are available.

Recent Investment and Sales Activities:

In December 2014, SNH agreed to acquire 38 senior living communities with 3,466 units located in 16 states for $790.0 million, excluding closing costs, and including the assumption of approximately $153.0 million of mortgage debt with a weighted average interest rate of 4.8%. Eighteen of the 38 communities, with 1,847 living units, are currently leased to six senior living operators. The remaining 20 communities, with 1,619 living units, are currently managed by six senior living operators (including one manager who also leases one of the 18 leased communities).

In January 2015, SNH acquired 23 MOBs, for approximately $539.0 million, including the assumption of approximately $30.0 million of mortgage debt with a weighted average interest rate of 4.7%. The MOBs contain approximately 2.2 million square feet and are located in 12 states. The 23 properties were purchased in connection with the acquisition by Select Income REIT (NYSE: SIR) of Cole Corporate Income Trust, or CCIT.

In December 2014, SNH acquired one senior living community with 52 private pay assisted living units located in Jackson, WI for approximately $7.0 million, excluding closing costs. Also in December 2014, SNH acquired one senior living community with 176 private pay independent and assisted living units located in Madison, WI for approximately $40.4 million, excluding closing costs. SNH acquired these communities using taxable REIT subsidiary structures and entered into long term management agreements with Five Star Quality Care, Inc. to manage these communities.

In October 2014, SNH sold one senior living community with 70 units located in Virginia for $2.85 million, excluding closing costs. Also in October 2014, SNH sold two senior living communities with 177 units located in Arizona for $5.9 million, excluding closing costs. In the aggregate for the year ended December 31, 2014, the majority of the combined revenues from the three sold senior living communities came from government funded programs, including Medicare and Medicaid. In February 2015, SNH sold one senior living community with 120 units located in Pennsylvania for $250,000, excluding closing costs.

SNH is also currently marketing for sale three senior living communities with 192 living units classified as held for sale and one MOB (four buildings) with an aggregate of 323,541 square feet that is included in discontinued operations. In aggregate for the year ended December 31, 2014, the majority of the combined revenues generated from the three senior living communities listed for sale came from government funded programs, including Medicare and Medicaid.

Recent Financing Activities:

In February 2015, SNH issued 31,050,000 common shares in a public offering, raising gross proceeds of approximately $689.3 million, before underwriting discounts and expenses. SNH used part of the net proceeds of this offering (approximately $660.0 million) to repay borrowings outstanding under its unsecured revolving credit facility and intends to use the remainder for general business purposes, including the possible partial funding of the pending acquisition noted above.

In October 2014, SNH prepaid a $14.7 million loan incurred in connection with certain revenue bonds that were scheduled to mature in December 2027. That loan had an interest rate of 5.9%. Also in October 2014, SNH prepaid a mortgage note encumbering one property with a principal balance of approximately $11.9 million and an interest rate of 6.3% that was scheduled to mature in May 2015. In December 2014, SNH prepaid a mortgage note encumbering one property with a principal balance of $11.3 million and an interest rate of 6.4% that was scheduled to mature in July 2015. SNH recognized a net loss on early extinguishment of debt of approximately $12,000 related to these mortgage note prepayments.

Conference Call:

On Thursday, February 26, 2015, 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, 2014. The conference call telephone number is (800) 230-1085. Participants calling from outside the United States and Canada should dial (612) 288-0329. 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 on Thursday, March 5, 2015. To hear the replay, dial (320) 365-3844. The replay pass code is 352026.

A live audio webcast of the conference call will also be available in a listen-only mode on the company's website, which is located at www.snhreit.com. Participants wanting to access the webcast should visit the company's website about five minutes before the call. The archived webcast will be available for replay on the company's 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 2014 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 (397 buildings) located in 38 states and Washington, D.C. as of December 31, 2014. 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 QUOTES DAVID HEGARTY AS BELIEVING THAT THE RECENTLY CLOSED MOB PORTFOLIO ACQUISITION FOR $539 MILLION AS WELL AS THE RECENTLY ANNOUNCED SENIOR LIVING ACQUISITION FOR $790 MILLION IMPROVES THE CHARACTERISTICS OF SNH'S PORTFOLIO OF PROPERTIES. MR. HEGARTY'S OR SNH'S BELIEFS ABOUT THE QUALITY OF SNH'S PROPERTY CHARACTERISTICS ARE, IN PART, PERSONAL AND SUBJECTIVE, AND THERE IS NO GUARANTEE THAT THESE ACQUISITIONS WILL IMPROVE THE CHARACTERISTICS OF SNH'S PORTFOLIO OF PROPERTIES. IN FACT, MARKET PARTICIPANTS MAY HAVE DIFFERENT BELIEFS OR REACH DIFFERENT CONCLUSIONS ABOUT THE IMPACT OF THESE ACQUISITIONS ON THE CHARACTERISTICS OF SNH'S PORTFOLIO OF PROPERTIES.
THIS PRESS RELEASE STATES THAT SNH HAS AGREED TO ACQUIRE 38 SENIOR LIVING COMMUNITIES FOR APPROXIMATELY $790 MILLION. THIS ACQUISITION IS SUBJECT TO CLOSING CONDITIONS. THESE CONDITIONS MAY NOT BE SATISFIED AND THE ACQUISITION MAY NOT OCCUR, MAY BE DELAYED OR THE PRICE AND TERMS MAY CHANGE.
THIS PRESS RELEASE STATES THAT SNH CURRENTLY EXPECTS TO ASSUME APPROXIMATELY $153 MILLION OF MORTGAGE DEBT ON CERTAIN OF THE SENIOR LIVING COMMUNITIES TO BE ACQUIRED. SNH'S ASSUMPTION OF THE $153 MILLION OF MORTGAGE DEBT WILL REQUIRE THE APPROVAL OF THE MORTGAGEES WHICH MAY NOT BE OBTAINED.
THIS PRESS RELEASE STATES THAT SNH HAS THREE SENIOR LIVING COMMUNITIES AND ONE MOB CURRENTLY LISTED FOR SALE. SNH MAY NOT BE ABLE TO SELL THESE PROPERTIES ON TERMS ACCEPTABLE TO IT, 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)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2014		2013		2014		2013
Revenues:
Rental income	$	149,364	$	122,912	$	526,703	$	459,380
Residents fees and services		80,445		77,424		318,184		302,058
Total revenues		229,809		200,336		844,887		761,438

Expenses:
Property operating expenses		84,268		76,985		324,564		299,878
Depreciation		50,257		38,554		185,391		153,026
General and administrative		10,696		8,042		38,946		32,657
Acquisition related costs		1,957		788		4,607		3,378
Impairment of assets		(10)		2,314		(10)		7,989
Total expenses		147,168		126,683		553,498		496,928

Operating income		82,641		73,653		291,389		264,510

Interest and other income		89		99		425		711
Interest expense		(35,901)		(29,284)		(135,114)		(117,819)
Loss on early extinguishment of debt		(12)		—		(12)		(797)
Income from continuing operations before income tax expense and equity in earnings of an investee		46,817		44,468		156,688		146,605
Income tax expense		(74)		(195)		(576)		(600)
Equity in earnings of an investee		28		115		87		334
Income from continuing operations		46,771		44,388		156,199		146,339
Discontinued operations:
(Loss) income from discontinued operations		(123)		1,281		1,362		5,043
Impairment of assets from discontinued operations		(4,260)		(9,714)		(4,377)		(37,610)
Income before gain on sale of properties		42,388		35,955		153,184		113,772
Gain on sale of properties		2,900		36,251		5,453		37,392
Net income	$	45,288	$	72,206	$	158,637	$	151,164

Weighted average common shares outstanding (basic)		203,742		188,017		198,868		187,271
Weighted average common shares outstanding (diluted)		203,754		188,168		198,894		187,414

Basic and diluted per common share amounts:
Income from continuing operations	$	0.24	$	0.43	$	0.81	$	0.98
Loss from discontinued operations		(0.02)		(0.05)		(0.01)		(0.17)
Net income	$	0.22	$	0.38	$	0.80	$	0.81


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⁾:
	Three Months Ended				Year Ended
	December 31,				December 31,
	2014		2013		2014		2013

Net income	$	45,288	$	72,206	$	158,637	$	151,164
Depreciation expense from continuing operations		50,257		38,554		185,391		153,026
Depreciation expense from discontinued operations		—		—		—		799
Gain on sale of properties		(2,900)		(36,251)		(5,453)		(37,392)
Impairment of assets		(10)		2,314		(10)		7,989
Impairment of assets from discontinued operations		4,260		9,714		4,377		37,610
FFO		96,895		86,537		342,942		313,196
Estimated business management incentive fees⁽²⁾		—		—		—		75
Acquisition related costs from continuing operations		1,957		788		4,607		3,378
Loss on early extinguishment of debt		12		—		12		797
Percentage rent adjustment⁽³⁾		(7,600)		(6,800)		—		—
Normalized FFO	$	91,264	$	80,525	$	347,561	$	317,446

Weighted average shares outstanding (basic)		203,742		188,017		198,868		187,271
Weighted average shares outstanding (diluted)		203,754		188,168		198,894		187,414

Basic and diluted per common share amounts:
FFO	$	0.48	$	0.46	$	1.72	$	1.67
Normalized FFO	$	0.45	$	0.43	$	1.75	$	1.69
Net income	$	0.22	$	0.38	$	0.80	$	0.81
Distributions declared per share	$	0.39	$	0.39	$	1.56	$	1.56

(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 SNH. 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, includes estimated business management incentive fees, if any, only in the fourth quarter versus the quarter they are recognized as expense 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 shareholders. Other factors include, but are not limited to, requirements to maintain SNH's status as a REIT, limitations in its revolving credit facility agreement, term loan agreement and public debt covenants, the availability of debt and equity capital, SNH's expectation of its future capital requirements and operating performance and SNH's 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) Amounts represent estimated incentive fees under SNH's business management agreement payable in common shares after the end of each calendar year calculated: (i) prior to 2014 based upon increases in annual Normalized FFO per share and (ii) beginning in 2014 based on common share total return. In calculating net income in accordance with GAAP, SNH recognizes an estimated business management incentive fee expense, if any, each quarter. Although SNH recognizes this expense, if any, each quarter for purposes of calculating net income, SNH does not include these amounts in the calculation of Normalized FFO until the fourth quarter, which is when the actual expense amount for the year is determined. Adjustments were made to prior period amounts to conform to the current period Normalized FFO calculation.

(3) 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 included during the first three quarters.


SENIOR HOUSING PROPERTIES TRUST CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI) AND CASH BASIS NOI (amounts in thousands) (unaudited)

	For the Three Months Ended		For the Year Ended
	12/31/2014	12/31/2013	12/31/2014	12/31/2013
Calculation of NOI and Cash Basis NOI ⁽¹⁾:
Revenues:
Rental income	$149,364	$122,912	$526,703	$459,380
Residents fees and services	80,445	77,424	318,184	302,058
Total revenues	229,809	200,336	844,887	761,438
Property operating expenses	84,268	76,985	324,564	299,878
Property net operating income (NOI):	145,541	123,351	520,323	461,560
Non cash straight line rent adjustments	(2,857)	(1,832)	(9,663)	(7,245)
Lease value amortization	(1,211)	863	(2,322)	3,555
Lease termination fees	-	(4)	-	(11)
Cash Basis NOI	$141,473	$122,378	$508,338	$457,859

Reconciliation of Cash Basis NOI to Net Income:
Cash Basis NOI	$141,473	$122,378	$508,338	$457,859
Non cash straight line rent adjustments	2,857	1,832	9,663	7,245
Lease value amortization	1,211	(863)	2,322	(3,555)
Lease termination fees	-	4	-	11
Property NOI	145,541	123,351	520,323	461,560
Depreciation expense	(50,257)	(38,554)	(185,391)	(153,026)
General and administrative expense	(10,696)	(8,042)	(38,946)	(32,657)
Acquisition related costs	(1,957)	(788)	(4,607)	(3,378)
Impairment of assets	10	(2,314)	10	(7,989)
Operating income	82,641	73,653	291,389	264,510

Interest and other income	89	99	425	711
Interest expense	(35,901)	(29,284)	(135,114)	(117,819)
Loss on early extinguishment of debt	(12)	-	(12)	(797)
Income before income tax expense and
equity in earnings of an investee	46,817	44,468	156,688	146,605
Income tax expense	(74)	(195)	(576)	(600)
Equity in earnings of an investee	28	115	87	334
Income from continuing operations	46,771	44,388	156,199	146,339
Discontinued operations
(Loss) income from discontinued operations	(123)	1,281	1,362	5,043
Impairment of assets from discontinued operations	(4,260)	(9,714)	(4,377)	(37,610)
Income before gain on sale of properties	42,388	35,955	153,184	113,772
Gain on sale of properties	2,900	36,251	5,453	37,392
Net income	$45,288	$72,206	$158,637	$151,164

(1) The calculation of NOI and Cash Basis NOI excludes certain components of net income in order to provide results that are more closely related to SNH's properties' results of operations. SNH calculates NOI and Cash Basis NOI as shown above excluding properties classified as discontinued operations. SNH defines NOI as income from its real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions. SNH defines Cash Basis NOI as NOI less non cash straight line rent adjustments, lease value amortization and lease termination fees, if any. SNH considers NOI and Cash Basis NOI to be appropriate supplemental measures to net income because they may help both investors and management to understand the operations of our properties. SNH uses NOI and Cash Basis NOI internally to evaluate individual and company-wide property level performance, and it believes that NOI and Cash Basis NOI provide useful information to investors regarding its results of operations because these measures reflect only those income and expense items that are incurred at the property level and may facilitate comparisons of its operating performance between periods and with other REITs. NOI and Cash Basis NOI do not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative 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 NOI and Cash Basis NOI differently than SNH does.

SENIOR HOUSING PROPERTIES TRUST
Calculation and Reconciliation of Same Property Net Operating Income (NOI) and Same Property Cash Basis NOI by Segment ⁽¹⁾
(amounts in thousands)
(unaudited)

	For the Three Months Ended December 31, 2014															For the Three Months Ended December 31, 2013
Calculation of NOI to Same Property NOI:	Triple Net Leased Senior Living Communities ⁽²⁾			Managed Senior Living Communities ⁽³⁾			MOBs ⁽⁴⁾			Non-Segment ⁽⁵⁾			Total			Triple Net Leased Senior Living Communities ⁽²⁾			Managed Senior Living Communities ⁽³⁾			MOBs ⁽⁴⁾			Non-Segment ⁽⁵⁾		Total
Rental income / residents fees and services	$	65,394		$	80,445		$	79,452		$	4,518		$	229,809		$	66,442		$	77,424		$	52,102		$	4,368	$	200,336
Property operating expenses		-			(62,352	)		(21,916	)		-			(84,268	)		-			(59,863	)		(17,122	)		-		(76,985	)
Property net operating income (NOI)		65,394			18,093			57,536			4,518			145,541			66,442			17,561			34,980			4,368		123,351

Less:
NOI not included in same property		38			512			21,631			-			22,181			3,296			260			58			-		3,614

Same property NOI ⁽⁶⁾	$	65,356		$	17,581		$	35,905		$	4,518		$	123,360		$	63,146		$	17,301		$	34,922		$	4,368	$	119,737
Same property NOI growth		3.5	%		1.6	%		2.8	%		3.4	%		3.0	%		--			--			--			--		--

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI ⁽⁶⁾	$	65,356		$	17,581		$	35,905		$	4,518		$	123,360		$	63,146		$	17,301		$	34,922		$	4,368	$	119,737
Less:
Non cash straight line rent adjustments		129			-			918			138			1,185			(9	)		-			1,701			138		1,830
Lease value amortization		-			-			(755	)		55			(700	)		-			-			(918	)		55		(863	)
Lease termination fees		-			-			-			-			-			-			-			4			-		4
		129			-			163			193			485			(9	)		-			787			193		971
Same property cash basis NOI	$	65,227		$	17,581		$	35,742		$	4,325		$	122,875		$	63,155		$	17,301		$	34,135		$	4,175	$	118,766
Same property cash basis NOI growth		3.3	%		1.6	%		4.7	%		3.6	%		3.5	%		--			--			--			--		--

(1) For a calculation, reconciliation and definition of NOI and Cash Basis NOI, please see pages 10 and 11.

(2) Includes triple net senior living communities that provide short term and long term residential care and dining services for residents.

(3) Includes managed senior living communities that provide short term and long term residential care and dining services for residents.

(4) Includes properties where medical related activities occur but where residential overnight stays and dining services are not provided.

(5) Includes the operating results of certain properties that offer fitness, wellness and spa services to members.

(6) Consists of properties owned continuously since October 1, 2013.



SENIOR HOUSING PROPERTIES TRUST
Calculation and Reconciliation of Same Property Net Operating Income (NOI) and Same Property Cash Basis NOI by Segment ⁽¹⁾
(amounts in thousands)
(unaudited)

	For the Year Ended December 31, 2014															For the Year Ended December 31, 2013
Calculation of NOI to Same Property NOI:	Triple Net Leased Senior Living Communities ⁽²⁾			Managed Senior Living Communities ⁽³⁾			MOBs ⁽⁴⁾			Non-Segment ⁽⁵⁾			Total			Triple Net Leased Senior Living Communities ⁽²⁾			Managed Senior Living Communities ⁽³⁾			MOBs ⁽⁴⁾			Non-Segment ⁽⁵⁾		Total
Rental income / residents fees and services	$	230,718		$	318,184		$	278,041		$	17,944		$	844,887		$	237,209		$	302,058		$	204,594		$	17,577	$	761,438
Property operating expenses		-			(245,093	)		(79,471	)		-			(324,564	)		-			(233,711	)		(66,167	)		-		(299,878	)
Property net operating income (NOI)		230,718			73,091			198,570			17,944			520,323			237,209			68,347			138,427			17,577		461,560

Less:
NOI not included in same property		2,775			3,504			64,556			-			70,835			14,861			1,054			5,708			-		21,623

Same property NOI ⁽⁶⁾	$	227,943		$	69,587		$	134,014		$	17,944		$	449,488		$	222,348		$	67,293		$	132,719		$	17,577	$	439,937
Same property NOI growth		2.5	%		3.4	%		1.0	%		2.1	%		2.2	%		--			--			--			--		--

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI ⁽⁶⁾	$	227,943		$	69,587		$	134,014		$	17,944		$	449,488		$	222,348		$	67,293		$	132,719		$	17,577	$	439,937

Less:
Non cash straight line rent adjustments		280			-			3,810			550			4,640			(104	)		-			5,689			1,129		6,714
Lease value amortization		-			-			(2,799	)		221			(2,578	)		-			-			(3,672	)		221		(3,451	)
Lease termination fees		-			-			-			-			-			-			-			11			-		11
		280			-			1,011			771			2,062			(104	)		-			2,028			1,350		3,274
Same property cash basis NOI	$	227,663		$	69,587		$	133,003		$	17,173		$	447,426		$	222,452		$	67,293		$	130,691		$	16,227	$	436,663
Same property cash basis NOI growth		2.3	%		3.4	%		1.8	%		5.8	%		2.5	%		--			--			--			--		--

(1) For a calculation, reconciliation and definition of NOI and Cash Basis NOI, please see pages 10 and 11.

(2) Includes triple net senior living communities that provide short term and long term residential care and dining services for residents.

(3) Includes managed senior living communities that provide short term and long term residential care and dining services for residents.

(4) Includes properties where medical related activities occur but where residential overnight stays and dining services are not provided.

(5) Includes the operating results of certain properties that offer fitness, wellness and spa services to members.

(6) Consists of properties owned continuously since January 1, 2013.


SENIOR HOUSING PROPERTIES TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands) (unaudited)

Balance Sheet:

	December 31,		December 31,
	2014		2013
ASSETS
Real estate properties	$	6,238,611	$	5,263,625
Less accumulated depreciation		(983,850)		(840,760)
		5,254,761		4,422,865
Cash and cash equivalents		27,594		39,233
Restricted cash		10,544		12,514
Deferred financing fees, net		30,549		27,975
Acquired real estate leases and other intangible assets, net		472,788		103,494
Other assets		172,033		158,585
Total assets	$	5,968,269	$	4,764,666

LIABILITIES AND SHAREHOLDERS' EQUITY
Unsecured revolving credit facility	$	80,000	$	100,000
Unsecured term loan		350,000		—
Senior unsecured notes, net of discount		1,743,628		1,093,337
Secured debt and capital leases		627,076		699,427
Accrued interest		20,046		15,839
Assumed real estate lease obligations, net		122,826		12,528
Other liabilities		72,286		66,546
Total liabilities		3,015,862		1,987,677

Total shareholders' equity		2,952,407		2,776,989
Total liabilities and shareholders' equity	$	5,968,269	$	4,764,666

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
Kimberly Brown, 617-796-8237
Director, Investor Relations
www.snhreit.com

Source: Senior Housing Properties Trust

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Senior Housing Properties Trust Announces Fourth Quarter and Year End 2014 Results