Normalized FFO of $0.48 Per Share for the Fourth Quarter, up 6.7%
over the Same Period in the Prior Year,
Including 11.7% Increase in Cash Basis NOI from Same Property Managed
Senior Living Communities Portfolio
NEWTON, Mass.--(BUSINESS WIRE)--
Senior Housing Properties Trust (NYSE: SNH) today announced its
financial results for the quarter and year ended December 31, 2015.
SNH's President and Chief Operating Officer, David Hegarty, made the
following statement:
"Our business produced strong operating results in the fourth
quarter, with a 6.7% increase in normalized FFO per share compared to
the same period last year. These results were created in part by
an 11.7% increase in cash basis NOI at our same property managed senior
living communities."
Results for the quarter ended December 31, 2015:
Normalized funds from operations, or Normalized FFO, for the quarter
ended December 31, 2015 were $113.0 million, or $0.48 per diluted share.
This compares to Normalized FFO for the quarter ended December 31, 2014
of $91.3 million, or $0.45 per diluted share. The increase in Normalized
FFO is primarily the result of acquisitions since January 1, 2015,
strong performance from SNH's managed senior living communities and
dividends received from SNH's ownership of The RMR Group Inc. (NASDAQ:
RMR) common stock related to the period from June 5, 2015 to December
14, 2015.
Net income was $9.5 million, or $0.04 per diluted share, for the quarter
ended December 31, 2015, compared to net income of $45.3 million, or
$0.22 per diluted share, for the quarter ended December 31, 2014. The
decline in net income per diluted share for the quarter ended December
31, 2015 primarily resulted from the non-cash loss on the distribution
of RMR common stock to SNH's shareholders totaling $38.4 million, or
$0.16 per diluted share.
The basic and diluted weighted average number of common shares
outstanding were approximately 237.0 million for the quarter ended
December 31, 2015, and approximately 204.0 million for the quarter ended
December 31, 2014.
Reconciliations 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, 2015 and 2014 appear later in this press release.
Results for the year ended December 31, 2015:
Normalized FFO for the year ended December 31, 2015 were $429.7 million,
or $1.84 per diluted share. This compares to Normalized FFO for the year
ended December 31, 2014 of $347.6 million, or $1.75 per diluted share.
The increase in Normalized FFO is primarily the result of acquisitions
since January 1, 2015, strong performance from SNH's managed senior
living communities and dividends received from SNH's ownership of RMR
common stock related to the period from June 5, 2015 to December 14,
2015.
Net income was $124.0 million, or $0.53 per diluted share, for the year
ended December 31, 2015, compared to net income of $158.6 million, or
$0.80 per diluted share, for the year ended December 31, 2014. The
decline in net income is primarily the result of the non-cash loss on
the distribution of RMR common stock to SNH's shareholders totaling
$38.4 million, or $0.17 per diluted share.
The basic and diluted weighted average number of common shares
outstanding were approximately 233.0 million for the year ended December
31, 2015, and approximately 199.0 million for the year ended December
31, 2014.
Reconciliations of net income determined in accordance with GAAP to FFO
and Normalized FFO for the years ended December 31 2015 and 2014 appear
later in this press release.
Operating Results for the quarter ended December 31, 2015:
For the three months ended December 31, 2015, consolidated same property
net operating income, or NOI, and cash basis NOI increased 0.3% and
0.9%, respectively, compared to the quarter ended December 31, 2014.
For the three months ended December 31, 2015, 38.4% of SNH's NOI came
from 121 properties leased to medical providers, medical related
businesses, clinics and biotech laboratory tenants, or MOBs, with 11.3
million leasable square feet. As of December 31, 2015, 96.4% of SNH's
MOB leasable square feet were leased, compared to 96.0% as of September
30, 2015 and 95.9% as of December 31, 2014. Same property occupancy for
SNH's MOBs owned continuously since October 1, 2014 decreased to 95.5%
as of December 31, 2015, compared to 95.9% as of December 31, 2014.
SNH's MOB same property NOI and cash basis NOI decreased 4.0% and 2.9%,
respectively, during the quarter ended December 31, 2015 compared to the
quarter ended December 31, 2014.
For the three months ended December 31, 2015, 45.2% of SNH's
consolidated NOI came from 231 triple net leased senior living
communities with 26,114 living units. Occupancy at triple net leased
senior living communities was 84.6% during the most recently reported
period, remaining unchanged from the comparable period last year.(1)
Same property NOI and cash basis NOI for SNH's triple net leased senior
living communities increased 1.0% and 0.9%, respectively, during the
quarter ended December 31, 2015 compared to the quarter ended December
31, 2014.
For the three months ended December 31, 2015, 13.7% of SNH's NOI came
from 65 managed senior living communities with 8,585 living units.
Occupancy at the managed senior living communities was 87.7% during the
quarter ended December 31, 2015, compared to 88.4% during the comparable
period last year. Same property occupancy for managed senior living
communities owned continuously since October 1, 2014 decreased to 87.2%
during the quarter ended December 31, 2015 from 88.4% during the
comparable period last year. Same property average monthly rates
increased 2.1% to $4,250 during the quarter ended December 31, 2015
compared to the quarter ended December 31, 2014. Same property NOI and
cash basis NOI for SNH's managed senior living communities each
increased 11.7% during the quarter ended December 31, 2015 compared to
the quarter ended December 31, 2014.
Reconciliations of NOI and cash basis NOI to net income determined in
accordance with GAAP for the quarters ended December 31, 2015 and 2014
appear later in this press release. In addition, calculations and
reconciliations of NOI, Cash Basis NOI, Same Property NOI and Same
Property Cash Basis NOI by SNH's operating segments for the quarters
ended December 31, 2015 and 2014 appear later in this press release.
Recent Investment Activities:
In February 2016, SNH acquired one MOB (three buildings) located in
Minnesota with approximately 128,000 square feet for a purchase price of
approximately $22.7 million, excluding closing costs. In January 2016,
SNH entered into an agreement to acquire one senior living community
with 38 private pay assisted living units located in Georgia for a
purchase price of approximately $8.4 million, excluding closing costs.
SNH expects to acquire this community in the first half of 2016 using a
taxable REIT subsidiary structure and to have Five Star Quality Care,
Inc. manage this community. In addition, during the quarter ended
December 31, 2015, SNH spent approximately $5.0 million on capital
investments that will generate additional rent under existing leases.
Recent Financing Activities:
In February 2016, SNH sold $250.0 million in aggregate principal amount
of 6.25% senior unsecured notes due 2046, raising net proceeds of
approximately $241.5 million after underwriting discounts and estimated
expenses. SNH has also granted the underwriters an option to purchase up
to an additional $37.5 million in aggregate principal amount of the
notes. SNH used the net proceeds of this offering to repay amounts
outstanding under its revolving credit facility and for general business
purposes.
In October 2015, SNH prepaid two mortgages with maturity dates in
January 2016 encumbering one property with an aggregate principal
balance of $52.0 million and a weighted average annual interest rate of
5.6%. In November 2015, SNH prepaid its $250.0 million 4.30% senior
unsecured notes due in January 2016. In January 2016, SNH prepaid one
mortgage with a maturity date in April 2016 encumbering one property
with a principal balance of $6.1 million and an annual interest rate of
5.97%. SNH funded these prepayments with cash on hand and borrowings
under its revolving credit facility.
Distribution of RMR Common Stock:
On December 14, 2015, SNH distributed to its common shareholders 0.0111
of a share of RMR common stock for each SNH common share owned as of the
close of business on November 27, 2015. In connection with this
distribution, SNH recognized a non-cash loss of $38.4 million because
the closing price of RMR's common stock was lower than SNH's carrying
amount per share on the day RMR's common stock was distributed to SNH's
shareholders. Since the distribution date, the trading price of RMR's
common stock has increased. If the trading price of RMR's common stock
on the distribution date had been at the current increased price per
share, SNH would have recognized a lesser non-cash loss on the
distribution.
Conference Call:
On Tuesday, February 23, 2016, at 1:00 p.m. Eastern Time, David J.
Hegarty, President and Chief Operating Officer, and Richard W. Siedel,
Jr., Chief Financial Officer, will host a conference call to discuss the
fourth quarter and full year 2015 financial results. The conference call
telephone number is (877) 329-4297. Participants calling from outside
the United States and Canada should dial (412) 317-5435. No pass code is
necessary to access the call at 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 Tuesday, March 1, 2016. To hear the replay, dial (412) 317-0088. The
replay pass code is 10079046.
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 after the
call. The transcription, recording and retransmission in any way of
SNH's fourth quarter 2015 conference call are strictly prohibited
without the prior written consent of SNH.
Supplemental Data:
A copy of SNH's Fourth Quarter 2015 Supplemental Operating and Financial
Data is available for download from the SNH website, www.snhreit.com.
SNH's website and the information on it are not incorporated as part of
this press release.
SNH is a real estate investment trust, or REIT, which owns senior living
communities, medical office buildings and wellness centers throughout
the United States. SNH is managed by the operating subsidiary of The RMR
Group Inc. (NASDAQ: RMR), an alternative asset management company that
is headquartered in Newton, MA.
Please see the pages attached hereto for a more detailed statement of
SNH's operating results and financial condition, and for an explanation
of SNH's calculation of FFO, Normalized FFO, NOI and Cash Basis NOI.
(1) Occupancy ratios for triple net leased senior living
communities are based on operating results provided by SNH's tenants,
and this information is usually provided to SNH three months after the
end of a fiscal quarter end. As a result, occupancy ratios presented for
triple net leased senior living communities are for the 12 months ended
September 30, 2015 and 2014.
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 SNH'S FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
-
THIS PRESS RELEASE STATES THAT THE TRADING PRICE OF RMR COMMON STOCK
HAS INCREASED SINCE THE DISTRIBUTION OF RMR COMMON STOCK TO SNH'S
SHAREHOLDERS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THE TRADING
PRICE OF RMR COMMON STOCK WILL CONTINUE TO INCREASE OR WILL NOT
DECLINE. THE MARKET VALUE OF RMR COMMON STOCK DEPENDS UPON VARIOUS
FACTORS, INCLUDING SOME THAT ARE BEYOND SNH'S CONTROL, SUCH AS MARKET
CONDITIONS. THERE CAN BE NO ASSURANCE REGARDING THE PRICE AT WHICH RMR
COMMON STOCK WILL,
-
THIS PRESS RELEASE STATES THAT SNH HAS AGREED TO ACQUIRE ONE SENIOR
LIVING COMMUNITY FOR APPROXIMATELY $8.4 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 TERMS MAY
CHANGE, AND
-
THIS PRESS RELEASE STATES THAT SNH HAS GRANTED UNDERWRITERS AN OPTION
TO PURCHASE UP TO AN ADDITIONAL $37.5 MILLION AGGREGATE PRINCIPAL
AMOUNT OF ITS 6.25% UNSECURED SENIOR NOTES DUE 2046. AN IMPLICATION OF
THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN
PART. IN FACT, SNH DOES NOT KNOW WHETHER THE UNDERWRITERS WILL
EXERCISE THIS OPTION, OR ANY PART OF IT.
THE INFORMATION CONTAINED IN SNH'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS"
IN SNH'S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER
IMPORTANT FACTORS THAT COULD CAUSE SNH'S ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE STATED IN OR IMPLIED BY 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 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,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
$
|
170,706
|
|
|
$
|
149,364
|
|
|
$
|
630,899
|
|
|
$
|
526,703
|
Residents fees and services
|
|
|
|
96,813
|
|
|
|
80,445
|
|
|
|
367,874
|
|
|
|
318,184
|
Total revenues
|
|
|
|
267,519
|
|
|
|
229,809
|
|
|
|
998,773
|
|
|
|
844,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
|
|
101,266
|
|
|
|
84,268
|
|
|
|
377,579
|
|
|
|
324,564
|
Depreciation
|
|
|
|
71,549
|
|
|
|
50,257
|
|
|
|
257,783
|
|
|
|
185,391
|
General and administrative
|
|
|
|
10,266
|
|
|
|
10,696
|
|
|
|
42,830
|
|
|
|
38,946
|
Acquisition related costs
|
|
|
|
337
|
|
|
|
1,957
|
|
|
|
6,853
|
|
|
|
4,607
|
Impairment of assets
|
|
|
|
292
|
|
|
|
(10)
|
|
|
|
194
|
|
|
|
(10)
|
Total expenses
|
|
|
|
183,710
|
|
|
|
147,168
|
|
|
|
685,239
|
|
|
|
553,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
83,809
|
|
|
|
82,641
|
|
|
|
313,534
|
|
|
|
291,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
|
|
2,773
|
|
|
|
—
|
|
|
|
2,773
|
|
|
|
63
|
Interest and other income
|
|
|
|
106
|
|
|
|
89
|
|
|
|
379
|
|
|
|
362
|
Interest expense
|
|
|
|
(38,043)
|
|
|
|
(35,901)
|
|
|
|
(150,881)
|
|
|
|
(135,114)
|
Loss on distribution to common shareholders of RMR common stock
|
|
|
|
(38,437)
|
|
|
|
—
|
|
|
|
(38,437)
|
|
|
|
—
|
Loss on early extinguishment of debt
|
|
|
|
(425)
|
|
|
|
(12)
|
|
|
|
(1,894)
|
|
|
|
(12)
|
Income from continuing operations before income tax expense and
equity in (losses) earnings of an investee
|
|
|
|
9,783
|
|
|
|
46,817
|
|
|
|
125,474
|
|
|
|
156,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
(189)
|
|
|
|
(74)
|
|
|
|
(574)
|
|
|
|
(576)
|
Equity in (losses) earnings of an investee
|
|
|
|
(50)
|
|
|
|
28
|
|
|
|
20
|
|
|
|
87
|
Income from continuing operations
|
|
|
|
9,544
|
|
|
|
46,771
|
|
|
|
124,920
|
|
|
|
156,199
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued operations
|
|
|
|
—
|
|
|
|
(123)
|
|
|
|
(350)
|
|
|
|
1,362
|
Impairment of assets from discontinued operations
|
|
|
|
—
|
|
|
|
(4,260)
|
|
|
|
(602)
|
|
|
|
(4,377)
|
Income before gain on sale of properties
|
|
|
|
9,544
|
|
|
|
42,388
|
|
|
|
123,968
|
|
|
|
153,184
|
Gain on sale of properties
|
|
|
|
—
|
|
|
|
2,900
|
|
|
|
—
|
|
|
|
5,453
|
Net income
|
|
|
$
|
9,544
|
|
|
$
|
45,288
|
|
|
$
|
123,968
|
|
|
$
|
158,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (basic)
|
|
|
|
237,313
|
|
|
|
203,742
|
|
|
|
232,931
|
|
|
|
198,868
|
Weighted average shares outstanding (diluted)
|
|
|
|
237,320
|
|
|
|
203,754
|
|
|
|
232,963
|
|
|
|
198,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per share
|
|
|
$
|
0.04
|
|
|
$
|
0.24
|
|
|
$
|
0.54
|
|
|
$
|
0.81
|
Loss from discontinued operations per share
|
|
|
|
—
|
|
|
|
(0.02)
|
|
|
|
(0.01)
|
|
|
|
(0.01)
|
Basic and diluted net income per share
|
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.53
|
|
|
$
|
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):
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,544
|
|
$
|
45,288
|
|
$
|
123,968
|
|
$
|
158,637
|
Depreciation expense
|
|
|
71,549
|
|
|
50,257
|
|
|
257,783
|
|
|
185,391
|
Gain on sale of properties
|
|
|
—
|
|
|
(2,900)
|
|
|
—
|
|
|
(5,453)
|
Impairment of assets from continuing operations
|
|
|
292
|
|
|
(10)
|
|
|
194
|
|
|
(10)
|
Impairment of assets from discontinued operations
|
|
|
—
|
|
|
4,260
|
|
|
602
|
|
|
4,377
|
FFO
|
|
|
81,385
|
|
|
96,895
|
|
|
382,547
|
|
|
342,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related costs
|
|
|
337
|
|
|
1,957
|
|
|
6,853
|
|
|
4,607
|
Loss on distribution to common shareholders of RMR common stock(2)
|
|
|
38,437
|
|
|
—
|
|
|
38,437
|
|
|
—
|
Loss on early extinguishment of debt
|
|
|
425
|
|
|
12
|
|
|
1,894
|
|
|
12
|
Percentage rent adjustment(3)
|
|
|
(7,600)
|
|
|
(7,600)
|
|
|
—
|
|
|
—
|
Normalized FFO
|
|
$
|
112,984
|
|
$
|
91,264
|
|
$
|
429,731
|
|
$
|
347,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (basic)
|
|
|
237,313
|
|
|
203,742
|
|
|
232,931
|
|
|
198,868
|
Weighted average shares outstanding (diluted)
|
|
|
237,320
|
|
|
203,754
|
|
|
232,963
|
|
|
198,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per share (basic and diluted)
|
|
$
|
0.34
|
|
$
|
0.48
|
|
$
|
1.64
|
|
$
|
1.72
|
Normalized FFO per share (basic and diluted)
|
|
$
|
0.48
|
|
$
|
0.45
|
|
$
|
1.84
|
|
$
|
1.75
|
Net income per share (basic and diluted)
|
|
$
|
0.04
|
|
$
|
0.22
|
|
$
|
0.53
|
|
$
|
0.80
|
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 includes estimated percentage
rent in the period to which SNH estimates that it relates rather than
when it is recognized as income in accordance with GAAP, SNH includes
estimated business management incentive fees, if any, only in the fourth
quarter versus the quarter when they are recognized as expense in
accordance with GAAP and SNH excludes acquisition related costs, loss on
distribution to common shareholders of RMR common stock, gains and
losses on early extinguishment of debt, gains and losses on lease
terminations and losses on impairment of intangible assets, if any. SNH
considers FFO and Normalized FFO to be appropriate measures of operating
performance for a 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 SNH's qualification for
taxation as a REIT, limitations in SNH's revolving credit facility and
term loan agreements and SNH's public debt covenants, the availability
to SNH 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 activities. 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 Consolidated Statements of Cash Flows. Other
REITs and real estate companies may calculate FFO and Normalized FFO
differently than SNH does.
(2) Amounts represent a non-cash loss recorded as a result of the
closing price of RMR common stock being lower than SNH's carrying amount
per share on the day RMR common stock was distributed to SNH's
shareholders.
(3) In calculating net income in accordance with GAAP, SNH recognizes
percentage rental income received for the full year 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, SNH include estimates of
these amounts in its calculation of Normalized FFO for each quarter of
the year. The fourth quarter Normalized FFO calculation includes an
adjustment to exclude the amounts included in Normalized FFO 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)
|
|
|
|
|
|
Three Months Ended
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
|
|
2014
|
|
Calculation of NOI and Cash Basis NOI(1):
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
Rental income
|
|
$
|
170,706
|
|
|
|
$
|
149,364
|
|
Residents fees and services
|
|
|
96,813
|
|
|
|
|
80,445
|
|
Total revenues
|
|
|
267,519
|
|
|
|
|
229,809
|
|
Property operating expenses
|
|
|
(101,266
|
)
|
|
|
|
(84,268
|
)
|
Property net operating income (NOI):
|
|
|
166,253
|
|
|
|
|
145,541
|
|
Non-cash straight line rent adjustments
|
|
|
(4,300
|
)
|
|
|
|
(2,857
|
)
|
Lease value amortization
|
|
|
(599
|
)
|
|
|
|
(1,211
|
)
|
Lease termination fees
|
|
|
(127
|
)
|
|
|
|
-
|
|
Non-cash amortization included in property operating expenses(2)
|
|
|
(199
|
)
|
|
|
|
-
|
|
Cash Basis NOI
|
|
$
|
161,028
|
|
|
|
$
|
141,473
|
|
|
|
|
|
|
|
Reconciliation of Cash Basis NOI to Net
Income:
|
|
|
|
|
|
Cash Basis NOI
|
|
$
|
161,028
|
|
|
|
$
|
141,473
|
|
Non-cash straight line rent adjustments
|
|
|
4,300
|
|
|
|
|
2,857
|
|
Lease value amortization
|
|
|
599
|
|
|
|
|
1,211
|
|
Lease termination fees
|
|
|
127
|
|
|
|
|
-
|
|
Non-cash amortization included in property operating expenses(2)
|
|
|
199
|
|
|
|
|
-
|
|
Property NOI
|
|
|
166,253
|
|
|
|
|
145,541
|
|
Depreciation expense
|
|
|
(71,549
|
)
|
|
|
|
(50,257
|
)
|
General and administrative expense
|
|
|
(10,266
|
)
|
|
|
|
(10,696
|
)
|
Acquisition related costs
|
|
|
(337
|
)
|
|
|
|
(1,957
|
)
|
Impairment of assets
|
|
|
(292
|
)
|
|
|
|
10
|
|
Operating income
|
|
|
83,809
|
|
|
|
|
82,641
|
|
|
|
|
|
|
|
Dividend income
|
|
|
2,773
|
|
|
|
|
-
|
|
Interest and other income
|
|
|
106
|
|
|
|
|
89
|
|
Interest expense
|
|
|
(38,043
|
)
|
|
|
|
(35,901
|
)
|
Loss on distribution to common shareholders of
|
|
|
|
|
|
RMR common stock
|
|
|
(38,437
|
)
|
|
|
|
-
|
|
Loss on early extinguishment of debt
|
|
|
(425
|
)
|
|
|
|
(12
|
)
|
Income before income tax expense and
|
|
|
|
|
|
equity in (losses) earnings of an investee
|
|
|
9,783
|
|
|
|
|
46,817
|
|
Income tax expense
|
|
|
(189
|
)
|
|
|
|
(74
|
)
|
Equity in (losses) earnings of an investee
|
|
|
(50
|
)
|
|
|
|
28
|
|
Income from continuing operations
|
|
|
9,544
|
|
|
|
|
46,771
|
|
Discontinued operations
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
-
|
|
|
|
|
(123
|
)
|
Impairment of assets from discontinued operations
|
|
|
-
|
|
|
|
|
(4,260
|
)
|
Income before gain on sale of properties
|
|
|
9,544
|
|
|
|
|
42,388
|
|
Gain on sale of properties
|
|
|
-
|
|
|
|
|
2,900
|
|
Net income
|
|
$
|
9,544
|
|
|
|
$
|
45,288
|
|
|
|
|
|
|
|
(1) The calculations of NOI and Cash Basis NOI exclude certain
components of net income in order to provide results that are more
closely related to SNH's property level 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 excluding non-cash
straight line rent adjustments, lease value amortization, lease
termination fees, if any, and non-cash amortization included in property
operating expenses. 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 SNH's
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 generated and 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 activities. 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 Consolidated Statements of Cash Flows. Other
REITs and real estate companies may calculate NOI and Cash Basis NOI
differently than SNH does.
(2) SNH recorded a liability for the amount by which the estimated fair
value for accounting purposes exceeded the price SNH paid for its
investment in RMR common stock in June 2015. A portion of this liability
is being amortized on a straight line basis through December 31, 2035,
the then 20 year life of the property management agreement with the
operating subsidiary of RMR as a reduction to property management fees,
which are included in property operating expenses.
|
SENIOR HOUSING PROPERTIES TRUST
|
Calculation and Reconciliation of NOI, Cash Basis NOI, Same
Property NOI and Same Property Cash Basis NOI by Segment (1)
|
(dollars in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, 2015
|
|
|
|
|
For the Three Months Ended December 31, 2014
|
|
|
Calculation of NOI and Cash Basis 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
|
|
$
|
75,215
|
|
|
$
|
96,813
|
|
|
$
|
90,922
|
|
|
$
|
4,569
|
|
|
$
|
267,519
|
|
|
|
$
|
65,394
|
|
$
|
80,445
|
|
|
$
|
79,452
|
|
|
$
|
4,517
|
|
$
|
229,808
|
|
Property operating expenses
|
|
|
-
|
|
|
|
(74,064
|
)
|
|
|
(27,202
|
)
|
|
|
-
|
|
|
|
(101,266
|
)
|
|
|
|
-
|
|
|
(62,352
|
)
|
|
|
(21,915
|
)
|
|
|
-
|
|
|
(84,267
|
)
|
Property net operating income (NOI)
|
|
$
|
75,215
|
|
|
$
|
22,749
|
|
|
$
|
63,720
|
|
|
$
|
4,569
|
|
|
$
|
166,253
|
|
|
|
$
|
65,394
|
|
$
|
18,093
|
|
|
$
|
57,537
|
|
|
$
|
4,517
|
|
$
|
145,541
|
|
NOI change
|
|
|
15.0
|
%
|
|
|
25.7
|
%
|
|
|
10.7
|
%
|
|
|
1.2
|
%
|
|
|
14.2
|
%
|
|
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property NOI
|
|
$
|
75,215
|
|
|
$
|
22,749
|
|
|
$
|
63,720
|
|
|
$
|
4,569
|
|
|
$
|
166,253
|
|
|
|
$
|
65,394
|
|
$
|
18,093
|
|
|
$
|
57,537
|
|
|
$
|
4,517
|
|
$
|
145,541
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash straight line rent adjustments
|
|
|
1,376
|
|
|
|
-
|
|
|
|
2,787
|
|
|
|
137
|
|
|
|
4,300
|
|
|
|
|
129
|
|
|
-
|
|
|
|
2,590
|
|
|
|
138
|
|
|
2,857
|
|
Lease value amortization
|
|
|
-
|
|
|
|
-
|
|
|
|
544
|
|
|
|
55
|
|
|
|
599
|
|
|
|
|
-
|
|
|
-
|
|
|
|
1,156
|
|
|
|
55
|
|
|
1,211
|
|
Lease termination fees
|
|
|
-
|
|
|
|
-
|
|
|
|
127
|
|
|
|
-
|
|
|
|
127
|
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
Non-cash amortization included in property operating expenses (7)
|
|
|
-
|
|
|
|
-
|
|
|
|
199
|
|
|
|
-
|
|
|
|
199
|
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
Cash Basis NOI
|
|
$
|
73,839
|
|
|
$
|
22,749
|
|
|
$
|
60,063
|
|
|
$
|
4,377
|
|
|
$
|
161,028
|
|
|
|
$
|
65,265
|
|
$
|
18,093
|
|
|
$
|
53,791
|
|
|
$
|
4,324
|
|
$
|
141,473
|
|
Cash Basis NOI change
|
|
|
13.1
|
%
|
|
|
25.7
|
%
|
|
|
11.7
|
%
|
|
|
1.2
|
%
|
|
|
13.8
|
%
|
|
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of NOI to Same Property NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property NOI
|
|
$
|
75,215
|
|
|
$
|
22,749
|
|
|
$
|
63,720
|
|
|
$
|
4,569
|
|
|
$
|
166,253
|
|
|
|
$
|
65,394
|
|
$
|
18,093
|
|
|
$
|
57,537
|
|
|
$
|
4,517
|
|
$
|
145,541
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI not included in same property
|
|
|
9,550
|
|
|
|
2,746
|
|
|
|
8,520
|
|
|
|
-
|
|
|
|
20,816
|
|
|
|
|
357
|
|
|
186
|
|
|
|
24
|
|
|
|
-
|
|
|
567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same property NOI (6)
|
|
$
|
65,665
|
|
|
$
|
20,003
|
|
|
$
|
55,200
|
|
|
$
|
4,569
|
|
|
$
|
145,437
|
|
|
|
$
|
65,037
|
|
$
|
17,907
|
|
|
$
|
57,513
|
|
|
$
|
4,517
|
|
$
|
144,974
|
|
Same property NOI change
|
|
|
1.0
|
%
|
|
|
11.7
|
%
|
|
|
(4.0
|
%)
|
|
|
1.2
|
%
|
|
|
0.3
|
%
|
|
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Same Property NOI to Same Property Cash Basis
NOI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same property NOI (6)
|
|
$
|
65,665
|
|
|
$
|
20,003
|
|
|
$
|
55,200
|
|
|
$
|
4,569
|
|
|
$
|
145,437
|
|
|
|
$
|
65,037
|
|
$
|
17,907
|
|
|
$
|
57,513
|
|
|
$
|
4,517
|
|
$
|
144,974
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash straight line rent adjustments
|
|
|
155
|
|
|
|
-
|
|
|
|
2,098
|
|
|
|
137
|
|
|
|
2,390
|
|
|
|
|
129
|
|
|
-
|
|
|
|
2,590
|
|
|
|
137
|
|
|
2,856
|
|
Lease value amortization
|
|
|
-
|
|
|
|
-
|
|
|
|
574
|
|
|
|
55
|
|
|
|
629
|
|
|
|
|
-
|
|
|
-
|
|
|
|
1,156
|
|
|
|
55
|
|
|
1,211
|
|
Lease termination fees
|
|
|
-
|
|
|
|
-
|
|
|
|
128
|
|
|
|
-
|
|
|
|
128
|
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
Non-cash amortization included in property operating expenses (7)
|
|
|
-
|
|
|
|
-
|
|
|
|
175
|
|
|
|
|
|
175
|
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
Same property cash basis NOI (6)
|
|
$
|
65,510
|
|
|
$
|
20,003
|
|
|
$
|
52,225
|
|
|
$
|
4,377
|
|
|
$
|
142,115
|
|
|
|
$
|
64,908
|
|
$
|
17,907
|
|
|
$
|
53,767
|
|
|
$
|
4,325
|
|
$
|
140,907
|
|
Same property cash basis NOI change
|
|
|
0.9
|
%
|
|
|
11.7
|
%
|
|
|
(2.9
|
%)
|
|
|
1.2
|
%
|
|
|
0.9
|
%
|
|
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See above for the calculation of NOI and a reconciliation of NOI to
net income determined in accordance with GAAP, and for a definition of
NOI and Cash Basis NOI, reasons why management believes they are
appropriate supplemental measures and any additional purposes for which
management uses these measures. Excludes properties classified in
discontinued operations.
(2) Includes triple net leased senior living communities that provide
short term and long term residential care and other services for
residents.
(3) Includes managed senior living communities that provide short term
and long term residential care and other services for residents.
(4) Includes properties leased to medical providers, medical related
businesses, clinics and biotech laboratory tenants.
(5) Includes the operating results of certain properties that offer
wellness and spa services to members.
(6) Consists of properties owned continuously since October 1, 2014.
(7) SNH recorded a liability for the amount by which the estimated fair
value for accounting purposes exceeded the price SNH paid for its
investment in RMR common stock in June 2015. A portion of this liability
is being amortized on a straight line basis through December 31, 2035,
the then 20 year life of the property management agreement with the
operating subsidiary of RMR as a reduction to property management fees,
which are included in property operating expenses.
|
|
|
|
|
|
|
|
SENIOR HOUSING PROPERTIES TRUST
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
(amounts in thousands)
|
(unaudited)
|
|
|
|
|
|
|
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
2015
|
|
2014
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Real estate properties
|
|
|
|
|
$
|
7,456,940
|
|
$
|
6,222,360
|
Less accumulated depreciation
|
|
|
|
|
|
(1,147,540)
|
|
|
(973,205)
|
|
|
|
|
|
|
6,309,400
|
|
|
5,249,155
|
Cash and cash equivalents
|
|
|
|
|
|
37,656
|
|
|
27,594
|
Restricted cash
|
|
|
|
|
|
6,155
|
|
|
10,544
|
Deferred financing fees, net
|
|
|
|
|
|
27,695
|
|
|
30,549
|
Acquired real estate leases and other intangible assets, net
|
|
|
|
|
|
604,286
|
|
|
472,788
|
Other assets
|
|
|
|
|
|
198,786
|
|
|
177,639
|
Total assets
|
|
|
|
|
$
|
7,183,978
|
|
$
|
5,968,269
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility
|
|
|
|
|
$
|
775,000
|
|
$
|
80,000
|
Unsecured term loans
|
|
|
|
|
|
550,000
|
|
|
350,000
|
Senior unsecured notes, net of discount
|
|
|
|
|
|
1,495,066
|
|
|
1,743,628
|
Secured debt and capital leases
|
|
|
|
|
|
682,959
|
|
|
627,076
|
Accrued interest
|
|
|
|
|
|
16,974
|
|
|
20,046
|
Assumed real estate lease obligations, net
|
|
|
|
|
|
115,363
|
|
|
122,826
|
Other liabilities
|
|
|
|
|
|
188,856
|
|
|
72,286
|
Total liabilities
|
|
|
|
|
|
3,824,218
|
|
|
3,015,862
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity
|
|
|
|
|
|
3,359,760
|
|
|
2,952,407
|
Total liabilities and shareholders' equity
|
|
|
|
|
$
|
7,183,978
|
|
$
|
5,968,269
|
|
|
|
|
|
|
|
|
|
|
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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160223005657/en/
Senior Housing Properties Trust
Olivia Snyder, 617-796-8234
Investor
Relations Analyst
www.snhreit.com
Source: Senior Housing Properties Trust
News Provided by Acquire Media