Second Quarter Net Loss Attributable to
Common Shareholders of $0.16 Per Share
Second Quarter Normalized FFO Attributable
to Common Shareholders of $0.34 Per Share
Senior Housing Properties Trust (Nasdaq: SNH) today announced
its financial results for the quarter and six months ended June 30,
2019.
“Our senior living business restructuring arrangement with our
largest tenant, Five Star Senior Living, announced in April 2019
continues to make progress,” stated Jennifer Francis, President and
Chief Operating Officer of Senior Housing Properties Trust. “In
June 2019, Five Star shareholders approved the issuances of Five
Star stock to us and our shareholders, in satisfaction of a
condition to that restructuring. We also continue to make progress
on our disposition plan and anticipate selling or having under
agreement to sell approximately $900 million of assets by year end,
which will enable us to meet our target leverage profile moving
forward. Year to date, we have sold or have under agreement to sell
50 properties for total expected proceeds of $197 million, and we
have another 60 properties being actively marketed for sale. We
also recently sold shares in The RMR Group Inc. for approximately
$99 million in net proceeds after underwriting fees and before
other offering expenses.”
Results for the Quarter Ended June 30, 2019:
Net loss attributable to common shareholders was $37.2 million,
or $0.16 per share, for the quarter ended June 30, 2019 compared to
net income attributable to common shareholders of $123.6 million,
or $0.52 per share, for the quarter ended June 30, 2018. The net
loss attributable to common shareholders for the quarter ended June
30, 2019 includes: (1) $64.4 million of unrealized losses on equity
securities, net, compared to $23.3 million of unrealized gains on
equity securities, net during the quarter ended June 30, 2018; (2)
$17.8 million of gains on sale of properties, net, compared to
$80.8 million of gains on sale of properties, net, during the
quarter ended June 30, 2018; (3) a decrease in rental income of
$21.5 million during the quarter ended June 30, 2019 compared to
the quarter ended June 30, 2018 primarily as a result of a
reduction in rent paid to SNH by Five Star Senior Living Inc., or
Five Star, during the three months ended June 30, 2019 pursuant to
the transaction agreement SNH entered into with Five Star in April
2019, or the Transaction Agreement; and (4) a decrease in general
and administrative expenses compared to the quarter ended June 30,
2018 as a result of no business management incentive fees accrued
during the quarter ended June 30, 2019 compared to $17.6 million of
business management incentive fees accrued during the quarter ended
June 30, 2018.
Normalized funds from operations attributable to common
shareholders, or Normalized FFO attributable to common
shareholders, were $81.1 million and $104.8 million, or $0.34 and
$0.44 per share, for the quarters ended June 30, 2019 and 2018,
respectively.
Reconciliations of net income (loss) attributable to common
shareholders determined in accordance with U.S. generally accepted
accounting principles, or GAAP, to funds from operations
attributable to common shareholders, or FFO attributable to common
shareholders, and Normalized FFO attributable to common
shareholders for the quarters ended June 30, 2019 and 2018 appear
later in this press release.
Results for the Six Months Ended June 30, 2019:
Net loss attributable to common shareholders was $7.1 million,
or $0.03 per share, for the six months ended June 30, 2019 compared
to net income attributable to common shareholders of $359.6
million, or $1.51 per share, for the six months ended June 30,
2018. The net loss attributable to common shareholders for the six
months ended June 30, 2019 includes: (1) $41.5 million of
unrealized losses on equity securities, net, compared to $50.5
million of unrealized gains on equity securities, net, during the
six months ended June 30, 2018; (2) $17.7 million of gains on sale
of properties, net, compared to $261.9 million of gains on sale of
properties, net, during the six months ended June 30, 2018; (3) a
decrease in rental income of $37.0 million during the six months
ended June 30, 2019 compared to the six months ended June 30, 2018,
primarily as a result of a reduction in rent paid to SNH by Five
Star during the six months ended June 30, 2019 pursuant to the
Transaction Agreement, as well as dispositions since January 1,
2018; (4) $8.7 million of transaction and other related costs
incurred during the quarter ended June 30, 2019; (5) $8.4 million
of impairment charges; and (6) a decrease in general and
administrative expenses compared to the six months ended June 30,
2019 as a result of no business management incentive fees accrued
for the six months ended June 30, 2019 compared to $32.0 million of
business management incentive fees accrued for the six months ended
June 30, 2018.
Normalized FFO attributable to common shareholders were $169.4
million and $211.9 million, or $0.71 and $0.89 per share, for the
six months ended June 30, 2019 and 2018, respectively.
Reconciliations of net income (loss) attributable to common
shareholders determined in accordance with GAAP to FFO attributable
to common shareholders and Normalized FFO attributable to common
shareholders for the six months ended June 30, 2019 and 2018 appear
later in this press release.
Portfolio Operating Results:
For the quarter ended June 30, 2019, cash basis net operating
income, or Cash Basis NOI, at properties owned continuously and
properties owned and managed continuously by the same operator
since April 1, 2018, or same property, decreased 11.1% compared to
the quarter ended June 30, 2018, primarily as a result of the
reduction in rent paid to SNH by Five Star during the quarter ended
June 30, 2019 pursuant to the Transaction Agreement.
For the quarter ended June 30, 2019, 50.7% of net operating
income, or NOI, came from 145 buildings leased to medical
providers, medical related businesses, clinics and biotech
laboratory tenants, or MOBs, with 12.4 million leasable square
feet. As of June 30, 2019, excluding five MOBs that were held for
sale, 94.0% of MOB square feet was leased compared to 95.7% as of
June 30, 2018. Same property MOB occupancy was 94.0% as of June 30,
2019 compared to 95.9% as of June 30, 2018. Same property Cash
Basis NOI from MOBs increased 3.4% for the quarter ended June 30,
2019 compared to the quarter ended June 30, 2018.
For the quarter ended June 30, 2019, 31.1% of NOI came from 224
triple net leased senior living communities with 23,206 living
units. The weighted average rent coverage for triple net leased
senior living communities increased to 1.52x for the 12 month
period ended March 31, 2019 compared to 1.19x for the 12 month
period ended March 31, 2018(1). Same property Cash Basis NOI from
triple net leased senior living communities decreased 29.2% for the
quarter ended June 30, 2019 compared to the quarter ended June 30,
2018. The increase in rent coverage and decrease in same property
Cash Basis NOI were primarily a result of the reduction in rent
paid to SNH by Five Star for the quarter ended June 30, 2019
pursuant to the Transaction Agreement.
(1) SNH reports rent coverage one quarter in arrears because
operating results from tenants are usually provided to SNH three
months after the end of a fiscal quarter. Operating data from
triple net leased senior living communities is provided by tenants
and SNH has not independently verified this information. Excludes
data for periods prior to SNH's ownership of certain properties, as
well as properties sold or classified as held for sale during the
periods presented. Five Star rent coverage for the twelve months
ended March 31, 2019 is calculated based on the $132.0 million of
annualized rental income payable to SNH by Five Star in accordance
with the Transaction Agreement. The aggregate amount of monthly
minimum rent payable to SNH by Five Star is subject to adjustment
in accordance with the Transaction Agreement.
For the quarter ended June 30, 2019, 15.0% of NOI came from 77
managed senior living communities with 10,084 living units.
Occupancy at managed senior living communities was 85.4% for the
quarter ended June 30, 2019 compared to 86.1% for the quarter ended
June 30, 2018. Same property occupancy at managed senior living
communities was 85.7% for the quarter ended June 30, 2019 compared
to 86.1% for the quarter ended June 30, 2018. Same property average
monthly rates at managed senior living communities were $4,246 for
the quarter ended June 30, 2019 compared to $4,243 for the quarter
ended June 30, 2018. Same property Cash Basis NOI from managed
senior living communities decreased 8.7% for the quarter ended June
30, 2019 compared to the quarter ended June 30, 2018.
SNH's 10 wellness centers were 100% leased as of each of June
30, 2019 and June 30, 2018, and generated Cash Basis NOI of $4.7
million and $4.4 million for the three months ended June 30, 2019
and 2018, respectively.
Reconciliations of net income (loss) determined in accordance
with GAAP to NOI and Cash Basis NOI, and a reconciliation of NOI to
same property NOI and calculation of same property Cash Basis NOI
by operating segment, for the quarters ended June 30, 2019 and
2018, appear later in this press release.
Disposition Activities:
During the quarter ended June 30, 2019, SNH sold seven MOBs
located in Massachusetts and one MOB located in Colorado for an
aggregate sales price of approximately $10.6 million, excluding
closing costs. In July 2019, SNH sold three MOBs located in
Massachusetts for an aggregate sales price of approximately $5.0
million, excluding closing costs.
In May 2019, SNH sold three skilled nursing facilities, or SNFs,
located in California for an aggregate sales price of approximately
$21.5 million, excluding closing costs.
As previously announced, on July 1, 2019, SNH completed the sale
of 2,637,408 shares of class A common stock of The RMR Group Inc.
(Nasdaq: RMR), or RMR Inc., in an underwritten public offering at a
price to the public of $40.00 per common share. SNH received $98.9
million in net proceeds from this sale after underwriting fees and
before other offering expenses that it used to repay amounts
outstanding under its revolving credit facility.
Financing Activities:
As previously announced, in May 2019, SNH redeemed at par all of
its outstanding 3.25% senior notes due 2019 for a redemption price
equal to the $400.0 million principal amount, using cash on hand
and borrowings under its revolving credit facility.
Also in May 2019, SNH prepaid at par approximately $42.2 million
of secured debt encumbering four senior living communities with an
annual interest rate of 3.79% and a maturity date in July 2019. SNH
prepaid this secured debt using cash on hand and borrowing under
its revolving credit facility.
Conference Call:
At 10:00 a.m. Eastern Time this morning, President and Chief
Operating Officer, Jennifer Francis, and Chief Financial Officer
and Treasurer, Richard Siedel, will host a conference call to
discuss SNH's second quarter 2019 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 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. on Thursday, August 15, 2019. To
access the replay, dial (412) 317-0088. The replay pass code is
10132495.
A live audio webcast of the conference call will also be
available in a listen-only mode on SNH’s website, www.snhreit.com.
Participants wanting to access the webcast should visit SNH’s
website about five minutes before the call. The archived webcast
will be available for replay on SNH’s website following the call
for about one week. The transcription, recording and
retransmission in any way of SNH’s second quarter conference call
are strictly prohibited without the prior written consent of
SNH.
Supplemental Data:
A copy of SNH’s Second Quarter 2019 Supplemental Operating and
Financial Data is available for download at SNH’s 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 owns
medical office and life science properties, senior living
communities and wellness centers throughout the United States. SNH
is managed by the operating subsidiary of RMR Inc., an alternative
asset management company that is headquartered in Newton, MA.
Non-GAAP Financial Measures:
SNH presents certain "non-GAAP financial measures" within the
meaning of applicable rules of the Securities and Exchange
Commission, or SEC, including FFO attributable to common
shareholders, Normalized FFO attributable to common shareholders,
NOI, Cash Basis NOI, same property NOI and same property Cash Basis
NOI for the three and six months ended June 30, 2019 and 2018.
These measures do not represent cash generated by operating
activities in accordance with GAAP and should not be considered
alternatives to net income (loss) or net income (loss) attributable
to common shareholders as indicators of SNH's operating performance
or as measures of SNH's liquidity. These measures should be
considered in conjunction with net income (loss) and net income
(loss) attributable to common shareholders as presented in SNH's
condensed consolidated statements of income (loss). SNH considers
these non-GAAP measures to be appropriate supplemental measures of
operating performance for a REIT, along with net income (loss) and
net income (loss) attributable to common shareholders. SNH believes
these measures provide useful information to investors because by
excluding the effects of certain historical amounts, such as
depreciation and amortization, they may facilitate a comparison of
SNH's operating performance between periods and with other REITs
and, in the case of NOI, Cash Basis NOI, same property NOI and same
property Cash Basis NOI, reflecting only those income and expense
items that are generated and incurred at the property level may
help both investors and management to understand the operations at
SNH's properties.
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 attributable to
common shareholders, Normalized FFO attributable to common
shareholders, NOI, Cash Basis NOI, same property NOI and same
property Cash Basis NOI and a reconciliation of those amounts to
amounts determined in accordance with GAAP.
SENIOR HOUSING PROPERTIES
TRUST CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (amounts
in thousands, except per share data) (unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2019
2018
2019
2018
Revenues:
Rental income
$
153,097
$
174,585
$
311,338
$
348,313
Residents fees and services
108,906
102,617
216,951
204,659
Total revenues
262,003
277,202
528,289
552,972
Expenses:
Property operating expenses
120,193
110,056
237,415
218,154
Depreciation and amortization
73,924
72,300
146,154
142,639
General and administrative (1)
8,867
29,078
18,683
54,196
Acquisition and certain other transaction
related costs
903
67
8,717
87
Impairment of assets
2,213
548
8,419
548
Total expenses
206,100
212,049
419,388
415,624
Gain on sale of properties
17,832
80,762
17,710
261,916
Dividend income
923
659
1,846
1,318
Unrealized gains and losses on equity
securities, net
(64,448
)
23,265
(41,516
)
50,506
Interest and other income
238
60
352
114
Interest expense (including net
amortization of debt premiums, discounts and issuance costs of
$1,519, $1,542, $3,171 and $2,953, respectively)
(46,412
)
(44,813
)
(92,023
)
(88,365
)
Loss on early extinguishment of debt
(17
)
—
(17
)
(130
)
(Loss) income from continuing operations
before income tax benefit (expense) and equity in earnings of an
investee
(35,981
)
125,086
(4,747
)
362,707
Income tax benefit (expense)
35
(105
)
(99
)
(365
)
Equity in earnings of an investee
130
7
534
51
Net (loss) income
(35,816
)
124,988
(4,312
)
362,393
Net income attributable to noncontrolling
interest
(1,413
)
(1,401
)
(2,835
)
(2,784
)
Net (loss) income attributable to common
shareholders
$
(37,229
)
$
123,587
$
(7,147
)
$
359,609
Weighted average common shares outstanding
(basic)
237,580
237,487
237,574
237,483
Weighted average common shares outstanding
(diluted)
237,580
237,529
237,574
237,506
Per common share
amounts (basic and diluted):
Net (loss) income attributable to common
shareholders
$
(0.16
)
$
0.52
$
(0.03
)
$
1.51
(1) General and administrative expenses include estimated
business management incentive fee expense of $17,610 and $31,957
for the three and six months ended June 30, 2018, respectively.
SENIOR HOUSING PROPERTIES
TRUST
FUNDS FROM OPERATIONS AND
NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON
SHAREHOLDERS
(amounts in thousands, except
per share data)
(unaudited)
Calculation of FFO and Normalized FFO
Attributable to Common Shareholders(1):
Three Months Ended June
30,
Six Months Ended June
30,
2019
2018
2019
2018
Net (loss) income attributable to common
shareholders
$
(37,229
)
$
123,587
$
(7,147
)
$
359,609
Depreciation and amortization
73,924
72,300
146,154
142,639
FFO attributable to noncontrolling
interest
(5,297
)
(5,300
)
(10,594
)
(10,600
)
Gain on sale of properties
(17,832
)
(80,762
)
(17,710
)
(261,916
)
Impairment of assets
2,213
548
8,419
548
Unrealized gains and losses on equity
securities, net
64,448
(23,265
)
41,516
(50,506
)
FFO attributable to common
shareholders
80,227
87,108
160,638
179,774
Estimated business management incentive
fees (2)
—
17,610
—
31,957
Acquisition and certain other transaction
related costs
903
67
8,717
87
Loss on early extinguishment of debt
17
—
17
130
Normalized FFO attributable to common
shareholders
$
81,147
$
104,785
$
169,372
$
211,948
Weighted average common shares outstanding
(basic)
237,580
237,487
237,574
237,483
Weighted average common shares outstanding
(diluted)
237,580
237,529
237,574
237,506
Per common share
data (basic and diluted):
Net (loss) income attributable to common
shareholders
$
(0.16
)
$
0.52
$
(0.03
)
$
1.51
FFO attributable to common
shareholders
$
0.34
$
0.37
$
0.68
$
0.76
Normalized FFO attributable to common
shareholders
$
0.34
$
0.44
$
0.71
$
0.89
Distributions declared
$
0.15
$
0.39
$
0.54
$
0.78
(1) SNH calculates FFO attributable to common shareholders and
Normalized FFO attributable to common shareholders as shown above.
FFO attributable to common shareholders is calculated on the basis
defined by the National Association of Real Estate Investment
Trusts, which is net income (loss) attributable to common
shareholders, calculated in accordance with GAAP, excluding any
gain or loss on sale of properties, loss on impairment of real
estate assets and unrealized gains or losses on equity securities,
net, if any, plus real estate depreciation and amortization and
minus FFO attributable to noncontrolling interest, as well as
certain other adjustments currently not applicable to SNH. In
calculating Normalized FFO attributable to common shareholders, SNH
adjusts for the items shown above and includes business management
incentive fees, if any, only in the fourth quarter versus the
quarter when they are recognized as expense in accordance with GAAP
due to their quarterly volatility not necessarily being indicative
of SNH’s core operating performance and the uncertainty as to
whether any such business management incentive fees will be payable
when all contingencies for determining such fees are known at the
end of the calendar year. FFO attributable to common shareholders
and Normalized FFO attributable to common shareholders 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 for and availability of cash
to pay its obligations. Other real estate companies and REITs may
calculate FFO attributable to common shareholders and Normalized
FFO attributable to common shareholders differently than SNH
does.
(2) Incentive fees under SNH’s business management agreement
with The RMR Group LLC are payable after the end of each calendar
year, are calculated based on common share total return, as
defined, and are included in general and administrative expense in
SNH’s condensed consolidated statements of income (loss). In
calculating net income (loss) attributable to common shareholders
in accordance with GAAP, SNH recognizes estimated business
management incentive fee expense, if any, in the first, second and
third quarters. Although SNH recognizes this expense, if any, in
the first, second and third quarters for purposes of calculating
net income (loss) attributable to common shareholders, SNH does not
include these amounts in the calculation of Normalized FFO
attributable to common shareholders until the fourth quarter, when
the amount of the business management incentive fee expense for the
calendar year, if any, is determined.
SENIOR HOUSING PROPERTIES
TRUST CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI)
AND CASH BASIS NOI (amounts in thousands)
(unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2019
2018
2019
2018
Calculation of
NOI and Cash Basis NOI(1):
Revenues:
Rental income
$
153,097
$
174,585
$
311,338
$
348,313
Residents fees and services
108,906
102,617
216,951
204,659
Total revenues
262,003
277,202
528,289
552,972
Property operating expenses
(120,193
)
(110,056
)
(237,415
)
(218,154
)
Property NOI
141,810
167,146
290,874
334,818
Non-cash straight line rent
adjustments
(430
)
(3,030
)
(2,364
)
(6,023
)
Lease value amortization
(1,555
)
(1,416
)
(3,080
)
(2,797
)
Non-cash amortization included in property
operating expenses(2)
(199
)
(199
)
(398
)
(398
)
Cash Basis NOI
$
139,626
$
162,501
$
285,032
$
325,600
Reconciliation of
Net (Loss) Income to NOI and Cash Basis NOI:
Net (loss) income
$
(35,816
)
$
124,988
$
(4,312
)
$
362,393
Equity in earnings of an investee
(130
)
(7
)
(534
)
(51
)
Income tax (benefit) expense
(35
)
105
99
365
Loss on early extinguishment of debt
17
—
17
130
Interest expense
46,412
44,813
92,023
88,365
Interest and other income
(238
)
(60
)
(352
)
(114
)
Unrealized gains and losses on equity
securities, net
64,448
(23,265
)
41,516
(50,506
)
Dividend income
(923
)
(659
)
(1,846
)
(1,318
)
Gain on sale of properties
(17,832
)
(80,762
)
(17,710
)
(261,916
)
Impairment of assets
2,213
548
8,419
548
Acquisition and certain other transaction
related costs
903
67
8,717
87
General and administrative
8,867
29,078
18,683
54,196
Depreciation and amortization
73,924
72,300
146,154
142,639
Property NOI
141,810
167,146
290,874
334,818
Non-cash amortization included in property
operating expenses(2)
(199
)
(199
)
(398
)
(398
)
Lease value amortization
(1,555
)
(1,416
)
(3,080
)
(2,797
)
Non-cash straight line rent
adjustments
(430
)
(3,030
)
(2,364
)
(6,023
)
Cash Basis NOI
$
139,626
$
162,501
$
285,032
$
325,600
(1) The calculations of NOI, Cash Basis NOI, same property NOI
and same property Cash Basis NOI exclude certain components of net
income (loss) 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. 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 that SNH records as
depreciation and amortization. SNH defines Cash Basis NOI as NOI
excluding non-cash straight line rent adjustments, lease value
amortization, lease termination fee amortization, if any, and
non-cash amortization included in property operating expenses. SNH
calculates same property NOI and same property Cash Basis NOI in
the same manner that it calculates the corresponding NOI and Cash
Basis NOI amounts, except that it only includes same properties in
calculating same property NOI and same property Cash Basis NOI. SNH
uses NOI, Cash Basis NOI, same property NOI and same property Cash
Basis NOI to evaluate individual and company wide property level
performance. Other real estate companies and REITs may calculate
NOI, Cash Basis NOI, same property NOI and same property 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 Inc. common stock in June 2015. A
portion of this liability is being amortized on a straight line
basis through December 31, 2035 as a reduction to property
management fees expense, which is 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
June 30, 2019
For the Three Months Ended
June 30, 2018
Calculation of NOI and Cash Basis
NOI:
MOBs
Triple Net Leased Senior
Living Communities
Managed Senior Living
Communities
Non-Segment (2)
Total
MOBs
Triple Net Leased Senior
Living Communities
Managed Senior Living
Communities
Non-Segment (2)
Total
Rental income / residents fees and
services
$
104,385
$
44,037
$
108,906
$
4,675
$
262,003
$
103,854
$
66,113
$
102,617
$
4,618
$
277,202
Property operating expenses
(32,525
)
—
(87,668
)
—
(120,193
)
(31,183
)
—
(78,873
)
—
(110,056
)
Property NOI
$
71,860
$
44,037
$
21,238
$
4,675
$
141,810
$
72,671
$
66,113
$
23,744
$
4,618
$
167,146
NOI change
(1.1
)%
(33.4
)%
(10.6
)%
1.2
%
(15.2
)%
Property NOI
$
71,860
$
44,037
$
21,238
$
4,675
$
141,810
$
72,671
$
66,113
$
23,744
$
4,618
$
167,146
Less:
Non-cash straight line rent
adjustments
302
241
—
(113
)
430
2,338
555
—
137
3,030
Lease value amortization
1,499
—
—
56
1,555
1,361
—
—
55
1,416
Non-cash amortization included in property
operating expenses (3)
199
—
—
—
199
199
—
—
—
199
Cash Basis NOI
$
69,860
$
43,796
$
21,238
$
4,732
$
139,626
$
68,773
$
65,558
$
23,744
$
4,426
$
162,501
Cash Basis NOI change
1.6
%
(33.2
)%
(10.6
)%
6.9
%
(14.1
)%
Reconciliation of NOI to Same Property
NOI:
Property NOI
$
71,860
$
44,037
$
21,238
$
4,675
$
141,810
$
72,671
$
66,113
$
23,744
$
4,618
$
167,146
Less:
NOI not included in same property
1,104
623
(478
)
—
1,249
2,182
4,753
(46
)
—
6,889
Same property NOI (4)
$
70,756
$
43,414
$
21,716
$
4,675
$
140,561
$
70,489
$
61,360
$
23,790
$
4,618
$
160,257
Same property NOI change
0.4
%
(29.2
)%
(8.7
)%
1.2
%
(12.3
)%
Reconciliation of Same Property NOI to
Same Property Cash Basis NOI:
Same property NOI (4)
$
70,756
$
43,414
$
21,716
$
4,675
$
140,561
$
70,489
$
61,360
$
23,790
$
4,618
$
160,257
Less:
Non-cash straight line rent
adjustments
436
241
—
(113
)
564
2,583
368
—
137
3,088
Lease value amortization
1,501
—
—
56
1,557
1,368
—
—
55
1,423
Non-cash amortization included in property
operating expenses (3)
196
—
—
—
196
194
—
—
—
194
Same property cash basis NOI (4)
$
68,623
$
43,173
$
21,716
$
4,732
$
138,244
$
66,344
$
60,992
$
23,790
$
4,426
$
155,552
Same property cash basis NOI change
3.4
%
(29.2
)%
(8.7
)%
6.9
%
(11.1
)%
(1) See page 7 for the calculation of NOI and a reconciliation
of net income (loss) determined in accordance with GAAP to that
amount. See footnote 1 on page 7 of this press release for a
definition of NOI, Cash Basis NOI, same property NOI and same
property Cash Basis NOI, and page 4 for a description of why
management believes they are appropriate supplemental measures and
a description of how management uses these measures.
(2) Includes the operating results of certain properties that
offer wellness, fitness and spa services to members.
(3) 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 Inc. common stock in June 2015. A
portion of this liability is being amortized on a straight line
basis through December 31, 2035 as a reduction to property
management fees expense, which is included in property operating
expenses.
(4) Consists of properties owned continuously and properties
owned and managed continuously by the same operator since April 1,
2018 and includes SNH's MOB (two buildings) that is owned in a
joint venture arrangement and excludes properties classified as
held for sale, if any.
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 Six Months Ended June
30, 2019
For the Six Months Ended June
30, 2018
Calculation of NOI and Cash Basis
NOI:
MOBs
Triple Net Leased Senior
Living Communities
Managed Senior Living
Communities
Non-Segment (2)
Total
MOBs
Triple Net Leased Senior
Living Communities
Managed Senior Living
Communities
Non-Segment (2)
Total
Rental income / residents fees and
services
$
207,606
$
94,357
$
216,951
$
9,375
$
528,289
$
205,005
$
134,088
$
204,659
$
9,220
$
552,972
Property operating expenses
(64,702
)
—
(172,713
)
—
(237,415
)
(62,121
)
—
(156,033
)
—
(218,154
)
Property NOI
$
142,904
$
94,357
$
44,238
$
9,375
$
290,874
$
142,884
$
134,088
$
48,626
$
9,220
$
334,818
NOI change
0.0
%
(29.6
)%
(9.0
)%
1.7
%
(13.1
)%
Property NOI
$
142,904
$
94,357
$
44,238
$
9,375
$
290,874
$
142,884
$
134,088
$
48,626
$
9,220
$
334,818
Less:
Non-cash straight line rent
adjustments
2,108
481
—
(225
)
2,364
4,574
1,174
—
275
6,023
Lease value amortization
2,969
—
—
111
3,080
2,687
—
—
110
2,797
Non-cash amortization included in property
operating expenses (3)
398
—
—
—
398
398
—
—
—
398
Cash Basis NOI
$
137,429
$
93,876
$
44,238
$
9,489
$
285,032
$
135,225
$
132,914
$
48,626
$
8,835
$
325,600
Cash Basis NOI change
1.6
%
(29.4
)%
(9.0
)%
7.4
%
(12.5
)%
Reconciliation of NOI to Same Property
NOI:
Property NOI
$
142,904
$
94,357
$
44,238
$
9,375
$
290,874
$
142,884
$
134,088
$
48,626
$
9,220
$
334,818
Less:
NOI not included in same property
7,570
1,509
(146
)
—
8,933
8,138
11,383
1,143
—
20,664
Same property NOI (4)
$
135,334
$
92,848
$
44,384
$
9,375
$
281,941
$
134,746
$
122,705
$
47,483
$
9,220
$
314,154
Same property NOI change
0.4
%
(24.3
)%
(6.5
)%
1.7
%
(10.3
)%
Reconciliation of Same Property NOI to
Same Property Cash Basis NOI:
Same property NOI (4)
$
135,334
$
92,848
$
44,384
$
9,375
$
281,941
$
134,746
$
122,705
$
47,483
$
9,220
$
314,154
Less:
Non-cash straight line rent
adjustments
2,252
481
—
(225
)
2,508
4,738
735
—
275
5,748
Lease value amortization
3,092
—
—
111
3,203
2,796
—
—
110
2,906
Non-cash amortization included in property
operating expenses (3)
390
—
—
—
390
388
—
—
—
388
Same property cash basis NOI (4)
$
129,600
$
92,367
$
44,384
$
9,489
$
275,840
$
126,824
$
121,970
$
47,483
$
8,835
$
305,112
Same property cash basis NOI change
2.2
%
(24.3
)%
(6.5
)%
7.4
%
(9.6
)%
(1) See page 7 for the calculation of NOI and a reconciliation
of net income (loss) determined in accordance with GAAP to that
amount. See footnote 1 on page 7 of this press release for a
definition of NOI, Cash Basis NOI, same property NOI and same
property Cash Basis NOI, and page 4 for a description of why
management believes they are appropriate supplemental measures and
a description of how management uses these measures.
(2) Includes the operating results of certain properties that
offer wellness, fitness and spa services to members.
(3) 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 Inc. common stock in June 2015. A
portion of this liability is being amortized on a straight line
basis through December 31, 2035 as a reduction to property
management fees expense, which is included in property operating
expenses.
(4) Consists of properties owned continuously and properties
owned and managed continuously by the same operator since January
1, 2018 and includes SNH's MOB (two buildings) that is owned in a
joint venture arrangement and excludes properties classified as
held for sale, if any.
SENIOR HOUSING PROPERTIES
TRUST
CONDENSED CONSOLIDATED BALANCE
SHEETS
(amounts in thousands)
(unaudited)
June 30, 2019
December 31, 2018
ASSETS
Real estate properties
$
7,939,588
$
7,876,300
Accumulated depreciation
(1,615,280
)
(1,534,392
)
Total real estate properties, net
6,324,308
6,341,908
Cash and cash equivalents
48,033
54,976
Restricted cash
13,133
15,095
Acquired real estate leases and other
intangible assets, net
383,688
419,244
Other assets, net
329,548
329,203
Total assets
$
7,098,710
$
7,160,426
LIABILITIES AND
EQUITY
Unsecured revolving credit facility
$
690,000
$
139,000
Unsecured term loans, net
548,699
548,286
Senior unsecured notes, net
1,818,923
2,216,945
Secured debt and capital leases, net
699,640
744,186
Accrued interest
25,417
26,182
Assumed real estate lease obligations,
net
81,534
86,304
Other liabilities
197,788
219,653
Total liabilities
4,062,001
3,980,556
Total equity
3,036,709
3,179,870
Total liabilities and equity
$
7,098,710
$
7,160,426
Warning Concerning
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. Whenever SNH uses words such as
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”,
"will", “may” and negatives or derivatives of these 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. Forward-looking statements involve
known and unknown risks, uncertainties and other factors, some of
which are beyond SNH’s control. For example,
- Ms. Francis’s statement that SNH’s senior living business
restructuring arrangement with Five Star continues to make progress
may imply that the restructuring will be completed effective
January 1, 2020, as previously announced. The restructuring
transactions are subject to conditions, including, among others,
the receipt of certain regulatory approvals. SNH cannot be sure
that any or all such conditions will be satisfied. Accordingly,
these restructuring transactions may not be completed effective
January 1, 2020 or at all, and the terms of such transactions may
change.
- Ms. Francis’s statement that SNH continues to make progress on
its disposition plan and anticipates selling or having under
agreement to sell approximately $900 million of assets by year end
and that it has 60 properties being actively marketed for sale,
which will enable it to meet its target leverage profile, may imply
that SNH will sell these properties and receive proceeds from those
sales equal to or greater than the expected amounts and meet its
target leverage profile. However, SNH may not complete the sales of
any or all of the properties it currently plans to sell. Also, SNH
may sell some or all of these properties at amounts that are less
than currently expected and/or less than the carrying values of
such properties and SNH may incur losses on any such sales as a
result.
The information contained in SNH’s filings with the SEC,
including under “Risk Factors” in SNH’s periodic reports, or
incorporated therein, identifies 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.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq. No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190808005217/en/
Michael Kodesch, Director, Investor Relations (617) 796-8234
www.snhreit.com
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