Market Overview

Senior Housing Properties Trust Announces Second Quarter 2018 Results

Share:

Second Quarter Net Income Attributable to Common Shareholders of
$0.52 Per Share

Second Quarter Normalized FFO Attributable to Common Shareholders of
$0.44 Per Share

Senior Housing Properties Trust (NASDAQ:SNH) today announced its
financial results for the quarter ended June 30, 2018.

Jennifer Francis, President and Chief Operating Officer, made the
following statement regarding the second quarter ended June 30, 2018
results:

"Generally, our overall portfolio, which consists of a diversified mix
of high quality healthcare properties, continued to perform well during
the quarter, with consolidated same property Cash Basis NOI increasing
0.9%. Each of our different healthcare property segments experienced
solid same property Cash Basis NOI growth during the quarter, except for
our managed senior living segment, which saw a decline primarily because
of higher operating expenses."

"We also continue to experience headwinds in our senior living
properties from the recent overbuilding in the industry, which has led
to occupancy pressure and increasing operating expenses. To help address
this issue, we are focused on recycling capital from dispositions into
life science and medical office properties. During the quarter, life
science properties and medical office properties represented
approximately 23% and 21%, respectively, of our consolidated NOI, and we
hope to grow both these healthcare property portfolios in the future."

Results for the Quarter Ended June 30, 2018:

Net income attributable to common shareholders was $123.6 million, or
$0.52 per diluted share, for the quarter ended June 30, 2018 compared to
$16.0 million, or $0.07 per diluted share, for the quarter ended
June 30, 2017. This increase in net income attributable to common
shareholders is primarily the result of: (1) $80.8 million of net gains
on the sale of properties recognized for the quarter ended June 30,
2018, (2) unrealized gains and losses on equity securities, net, of
$23.3 million which, effective January 1, 2018, is included in earnings
in accordance with an update to U.S. generally accepted accounting
principles, or GAAP, (3) acquisitions since April 1, 2017, and (4) a
decrease in asset impairment charges as compared to the prior year. This
increase in net income attributable to common shareholders was partially
offset by an increase in general and administrative expenses due to the
$17.6 million of business management incentive fee expense recognized
for the quarter ended June 30, 2018 as a result of SNH's total
shareholder return, as defined, exceeding the returns for the SNL U.S.
REIT Healthcare index by 38.3% over the applicable measurement period
compared to the $10.8 million of business management incentive fee
expense recognized for the quarter ended June 30, 2017, as well as an
increase in interest expense. Normalized funds from operations
attributable to common shareholders, or Normalized FFO attributable to
common shareholders, were $104.8 million and $103.6 million,
respectively, or $0.44 and $0.44 per diluted share, respectively, for
the quarters ended June 30, 2018 and 2017.

Reconciliations of net income attributable to common shareholders
determined in accordance with 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, 2018 and 2017 appear later in this press release.

Results for the Six Months Ended June 30, 2018:

Net income attributable to common shareholders was $359.6 million,
or $1.51 per diluted share, for the six months ended June 30, 2018
compared to $48.2 million, or $0.20 per diluted share, for
the six months ended June 30, 2017. This increase in net income
attributable to common shareholders is primarily the result of: (1)
$261.9 million of net gains on the sale of properties recognized for the
six months ended June 30, 2018, (2) unrealized gains and losses on
equity securities, net, of $50.5 million which, effective January 1,
2018, is included in earnings in accordance with an update to GAAP, (3)
acquisitions since January 1, 2017, and (4) a decrease in asset
impairment charges as compared to the prior year. This increase in net
income attributable to common shareholders was partially offset by an
increase in general and administrative expenses due to the $32.0 million
of business management incentive fee expense recognized for
the six months ended June 30, 2018 as a result of SNH's total
shareholder return, as defined, exceeding the returns for the SNL U.S.
REIT Healthcare index by 38.3% over the applicable measurement period
compared to the $14.0 million of business management incentive fee
expense recognized for the six months ended June 30, 2017. Normalized
FFO attributable to common shareholders were $212.0 million and $212.0
million, or $0.89 and $0.89 per diluted share, respectively, for the
six months ended June 30, 2018 and 2017.

Reconciliations of net income 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, 2018 and 2017 appear later in this press
release.

Portfolio Operating Results:

For the quarter ended June 30, 2018, consolidated cash basis net
operating income, or Cash Basis NOI, at properties owned continuously
since April 1, 2017, or same property, increased 0.9% compared to the
quarter ended June 30, 2017.

For the quarter ended June 30, 2018, 43.5% of net operating income, or
NOI, came from 129 properties leased to medical providers, medical
related businesses, clinics and biotech laboratory tenants, or MOBs,
with 12.6 million leasable square feet. As of June 30, 2018, 95.7% of
MOB square feet were leased compared to 96.5% as of June 30, 2017. Same
property occupancy was 95.6% as of June 30, 2018 compared to 96.5% as of
June 30, 2017. Same property Cash Basis NOI from MOBs increased 1.8% for
the quarter ended June 30, 2018 compared to the quarter ended June 30,
2017.

For the quarter ended June 30, 2018, 39.6% of NOI came from 229 triple
net leased senior living communities with 24,318 living units. The
weighted average rent coverage for triple net leased senior living
communities decreased to 1.18x for the 12 month period ended March 31,
2018 compared to 1.24x for the 12 month period ended March 31, 2017(1)(2).
Same property Cash Basis NOI from triple net leased senior living
communities increased 1.9% for the quarter ended June 30, 2018 compared
to the quarter ended June 30, 2017.

For the quarter ended June 30, 2018, 14.2% of NOI came from 75 managed
senior living communities with 9,510 living units. Occupancy at managed
senior living communities was 86.1% for the quarter ended June 30, 2018
compared to 85.7% for the quarter ended June 30, 2017. Same property
occupancy at managed senior living communities was 85.8% for the quarter
ended June 30, 2018 compared to 85.7% for the quarter ended June 30,
2017. Same property average monthly rates at managed senior living
communities were $4,282 for the quarter ended June 30, 2018 compared to
$4,298 for the quarter ended June 30, 2017. Same property Cash Basis NOI
from managed senior living communities decreased 4.6% for the quarter
ended June 30, 2018 compared to the quarter ended June 30, 2017. The
primary reason for the decrease in same property Cash Basis NOI was an
increase in expenses.

SNH's 10 wellness centers remained 100% leased as of June 30, 2018 and
June 30, 2017, and provided SNH with Cash Basis NOI of $4.4 million in
each of the three months ended June 30, 2018 and 2017.

Reconciliations of net income determined in accordance with GAAP to
consolidated NOI, Cash Basis NOI and same property NOI and Cash Basis
NOI by operating segment for the quarters ended June 30, 2018 and 2017
appear later in this press release.

Investment Activities:

In November 2017, SNH agreed to acquire six senior living communities
from Five Star Senior Living Inc. (NASDAQ:FVE), or Five Star, for an
aggregate purchase price of approximately $104.0 million, including
SNH's assumption of approximately $33.7 million of mortgage debt secured
by certain of these senior living communities and excluding closing
costs. In December 2017, SNH acquired two of these communities for an
aggregate purchase price of approximately $39.2 million, excluding
closing costs. In January 2018, SNH acquired one of these communities
for approximately $19.7 million, excluding closing costs. In February
2018, SNH acquired one of these communities for approximately $22.2
million, including the assumption of approximately $16.8 million of
mortgage debt principal and excluding closing costs. In June 2018, SNH
acquired the remaining two of these communities for an aggregate
purchase price of approximately $23.3 million, including the assumption
of approximately $16.6 million of mortgage debt principal and excluding
closing costs. In connection with these acquisitions, SNH entered
management and pooling agreements with Five Star for Five Star to manage
these senior living communities for SNH.

During the quarter ended June 30, 2018, SNH invested approximately $10.1
million in improvements at its senior living communities that has
generated or will generate additional rent under the terms of the
applicable leases. In addition, SNH regularly makes additional
investments at its MOBs and its managed senior living communities that
it expects may maintain or enhance the competitive positions of those
properties and may increase its operating revenue from those properties.

Disposition Activities:

In May 2018, SNH sold one senior living community that was leased to
Sunrise Senior Living, LLC for a sales price of approximately $96.0
million, excluding closing costs, resulting in a gain of approximately
$78.9 million.

In June 2018, SNH sold one skilled nursing facility that was leased to
Five Star and one senior living community that was leased to a private
operator, where the tenant exercised its purchase option, for a combined
sales price of approximately $21.9 million, excluding closing costs,
resulting in a net gain of approximately $1.9 million.

Financing Activities:

In July 2018, SNH prepaid approximately $90.6 million of secured debts
encumbering 12 senior living communities with a weighted average annual
interest rate of 5.0% and maturity dates in October 2018.

In July 2018, SNH gave notice of its intention to prepay approximately
$6.4 million of secured debt encumbering one senior living community
with an annual interest rate of 4.7% and a maturity date in January
2019. SNH expects to make this prepayment in September 2018.

Conference Call:

At 10:00 a.m. Eastern Time on Tuesday, August 7, 2018, 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 2018 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
Tuesday, August 14, 2018. To access the replay, dial (412) 317-0088. The
replay pass code is 10121844.

A live audio webcast of the conference call will also be available in a
listen-only mode on SNH's website, which is located at 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 2018 Supplemental Operating and Financial
Data is available for download at SNH's website, which is located at
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 The RMR Group Inc. (NASDAQ:RMR), or RMR Inc., 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 attributable to common shareholders,
Normalized FFO attributable to common shareholders, NOI and Cash Basis
NOI and a reconciliation of those amounts to amounts determined in
accordance with GAAP.

_____________________________________________________________________________________________________________________________

(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 are provided by tenants and SNH has not
independently verified this information.
(2) 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.

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", "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 AS A RESULT
OF VARIOUS FACTORS. FOR EXAMPLE:

  • MS. FRANCIS'S STATEMENTS IN THIS PRESS RELEASE REGARDING SNH'S OVERALL
    PORTFOLIO PERFORMANCE AND INCREASED CONSOLIDATED SAME PROPERTY CASH
    BASIS NOI MAY IMPLY THAT SIMILAR OR BETTER RESULTS WILL BE ACHIEVED IN
    THE FUTURE. HOWEVER, SNH CANNOT BE SURE THAT IT WILL REALIZE SIMILAR
    OR BETTER RESULTS IN THE FUTURE.
  • THIS PRESS RELEASE INCLUDES A STATEMENT THAT SNH HOPES TO GROW ITS
    LIFE SCIENCE AND MEDICAL OFFICE PROPERTIES PORTFOLIOS IN THE FUTURE.
    HOWEVER, SNH CANNOT BE SURE THAT FOCUSING ON THESE PORTFOLIOS WILL BE
    EFFECTIVE IN OVERCOMING THE CURRENT TRENDS IN ITS SENIOR LIVING
    PROPERTIES PORTFOLIO OR THAT SNH WILL IN FACT GROW ITS LIFE SCIENCE
    AND MEDICAL OFFICE BUILDING PORTFOLIOS OR THE NOI REALIZED BY SNH FROM
    EITHER SUCH PORTFOLIO.
  • THIS PRESS RELEASE INCLUDES A STATEMENT THAT SNH EXPECTS THE
    ADDITIONAL INVESTMENTS IT REGULARLY MAKES AT ITS MOBS AND MANAGED
    SENIOR LIVING COMMUNITIES MAY MAINTAIN OR ENHANCE THE COMPETITIVE
    POSITION OF THOSE PROPERTIES AND MAY INCREASE ITS OPERATING REVENUE
    FROM THOSE PROPERTIES. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE
    FUTURE COMPETITIVE POSITION OF, OR THE OPERATING REVENUE FROM, THOSE
    PROPERTIES WILL INCREASE AS A RESULT OF THESE INVESTMENTS OR
    OTHERWISE. IN FACT, THE COMPETITIVE POSITION OF, AND SNH'S REVENUES
    FROM, THOSE PROPERTIES MAY DECLINE.

THE INFORMATION CONTAINED IN SNH'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER "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
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME

(amounts in
thousands, except per share data)

(unaudited)

 
Three Months Ended June 30, Six Months Ended June 30,
2018   2017 2018   2017
Revenues:
Rental income $ 174,585 $ 166,647 $ 348,313 $ 333,090
Residents fees and services 102,663   98,366   204,750   196,484  
Total revenues 277,248 265,013 553,063 529,574
 
Expenses:
Property operating expenses 110,092 102,795 218,235 203,851
Depreciation and amortization 72,300 69,669 142,639 142,844
General and administrative (1) 29,078 22,922 54,196 38,005
Acquisition and certain other transaction related costs 77 97 292
Impairment of assets 548   5,082   548   5,082  
Total expenses 212,095   200,468   415,715   390,074  
 
Operating income 65,153 64,545 137,348 139,500
 
Dividend income 659 659 1,318 1,319
Unrealized gains and losses on equity securities, net (2) 23,265 50,506
Interest and other income 60 76 114 195
Interest expense (44,813 ) (40,800 ) (88,365 ) (84,289 )
Loss on early extinguishment of debt   (7,353 ) (130 ) (7,353 )
Income from continuing operations before income tax expense and
equity in earnings of an investee
44,324 17,127 100,791 49,372
Income tax expense (105 ) (99 ) (365 ) (191 )
Equity in earnings of an investee 7   374   51   502  
Income before gain on sale of properties 44,226 17,402 100,477 49,683
Gain on sale of properties 80,762     261,916    
Net income 124,988 17,402 362,393 49,683

Net income attributable to noncontrolling interest

(1,401 ) (1,360 ) (2,784 ) (1,486 )
Net income attributable to common shareholders $ 123,587   $ 16,042   $ 359,609   $ 48,197  
 
Weighted average common shares outstanding (basic) 237,487   237,399   237,483   237,395  
Weighted average common shares outstanding (diluted) 237,529   237,445   237,506   237,433  
 

Per common share data (basic and diluted):

Net income attributable to common shareholders $ 0.52   $ 0.07   $ 1.51   $ 0.20  
 
(1)   General and administrative expenses include estimated business
management incentive fee expense of $17,610 and $10,760 for the
three months ended June 30, 2018 and 2017, respectively, and $31,957
and $14,026 for the six months ended June 30, 2018 and 2017,
respectively.
 
(2) Unrealized gains and losses on equity securities, net, represent the
adjustment required to adjust the carrying value of SNH's
investments in RMR Inc. and Five Star common stock to their fair
value as of June 30, 2018 in accordance with new GAAP standards
effective January 1, 2018.
 

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,
2018   2017 2018   2017
Net income attributable to common shareholders $ 123,587 $ 16,042 $ 359,609 $ 48,197
Depreciation and amortization expense 72,300 69,669 142,639 142,844
Noncontrolling interest's share of net FFO adjustments (5,300 ) (5,305 ) (10,600 ) (5,761 )
Gain on sale of properties (80,762 ) (261,916 )
Impairment of assets 548   5,082   548   5,082  
FFO attributable to common shareholders 110,373 85,488 230,280 190,362
 
Estimated business management incentive fees (2) 17,610 10,760 31,957 14,026
Acquisition and certain other transaction related costs 77 97 292
Loss on early extinguishment of debt 7,353 130 7,353
Unrealized gains and losses on equity securities, net (3) (23,265 )   (50,506 )  
Normalized FFO attributable to common shareholders $ 104,795   $ 103,601   $ 211,958   $ 212,033  
 
Weighted average common shares outstanding (basic) 237,487   237,399   237,483   237,395  
Weighted average common shares outstanding (diluted) 237,529   237,445   237,506   237,433  
 

Per common share data (basic and diluted):

Net income attributable to common shareholders $ 0.52   $ 0.07   $ 1.51   $ 0.20  
FFO attributable to common shareholders $ 0.46   $ 0.36   $ 0.97   $ 0.80  
Normalized FFO attributable to common shareholders $ 0.44   $ 0.44   $ 0.89   $ 0.89  
Distributions declared $ 0.39   $ 0.39   $ 0.78   $ 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, or Nareit, which is net income attributable to common
shareholders, calculated in accordance with GAAP, excluding any gain
or loss on sale of real estate and loss on impairment of real estate
assets, if any, plus real estate depreciation and amortization and
the difference between net income attributable to common
shareholders and FFO attributable to noncontrolling interest, as
well as certain other adjustments currently not applicable to SNH.
SNH's calculation of Normalized FFO attributable to common
shareholders differs from Nareit's definition of FFO because SNH
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, and
SNH excludes acquisition and certain other transaction related costs
expensed under GAAP such as legal and professional fees associated
with SNH's acquisition and disposition activities, gains and losses
on early extinguishment of debt, if any, unrealized gains and losses
on equity securities, net, if any, and Normalized FFO from
noncontrolling interest, net of FFO, if any. SNH considers FFO
attributable to common shareholders and Normalized FFO attributable
to common shareholders to be appropriate supplemental measures of
operating performance for a REIT, along with net income, net income
attributable to common shareholders and operating income. SNH
believes that FFO attributable to common shareholders and Normalized
FFO attributable to common shareholders provide useful information
to investors, because by excluding the effects of certain historical
amounts, such as depreciation and amortization expense, FFO
attributable to common shareholders and Normalized FFO attributable
to common shareholders may facilitate a comparison of SNH's
operating performance between periods and with other REITs. 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. FFO attributable to
common shareholders and Normalized FFO attributable to common
shareholders do not represent cash generated by operating activities
in accordance with GAAP and should not be considered alternatives to
net income, net income attributable to common shareholders or
operating income as indicators of SNH's operating performance or as
measures of SNH's liquidity. These measures should be considered in
conjunction with net income, net income attributable to common
shareholders and operating income as presented in SNH's condensed
consolidated statements of income. Other real estate companies and
REITs may calculate FFO and Normalized FFO differently than SNH does.
 
(2) Incentive fees under SNH's business management agreement 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 consolidated statements of income.
In calculating net income 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 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.
 
(3) Unrealized gains and losses on equity securities, net, represent the
adjustment required to adjust the carrying value of SNH's
investments in RMR Inc. and Five Star common stock to their fair
value as of June 30, 2018 in accordance with new GAAP standards
effective January 1, 2018.
 

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,
2018   2017 2018   2017

Calculation of NOI and Cash Basis NOI(1):

Revenues:
Rental income $ 174,585 $ 166,647 $ 348,313 $ 333,090
Residents fees and services 102,663   98,366   204,750   196,484  
Total revenues 277,248 265,013 553,063 529,574
Property operating expenses (110,092 ) (102,795 ) (218,235 ) (203,851 )
Property net operating income (NOI): 167,156 162,218 334,828 325,723
Non-cash straight line rent adjustments (3,030 ) (3,435 ) (6,023 ) (6,865 )
Lease value amortization (1,416 ) (1,320 ) (2,797 ) (2,610 )
Non-cash amortization included in property operating expenses(2) (199 ) (199 ) (398 ) (399 )
Cash Basis NOI $ 162,511   $ 157,264   $ 325,610   $ 315,849  
 

Reconciliation of Net Income to Cash
Basis NOI:

Net income $ 124,988 $ 17,402 $ 362,393 $ 49,683
Gain on sale of properties (80,762 )   (261,916 )  
Income before gain on sale of properties 44,226 17,402 100,477 49,683
 
Equity in earnings of an investee (7 ) (374 ) (51 ) (502 )
Income tax expense 105 99 365 191
Loss on early extinguishment of debt 7,353 130 7,353
Interest expense 44,813 40,800 88,365 84,289
Interest and other income (60 ) (76 ) (114 ) (195 )
Unrealized gains and losses on equity securities, net (23,265 ) (50,506 )
Dividend income (659 ) (659 ) (1,318 ) (1,319 )
Operating income 65,153 64,545 137,348 139,500
 
Impairment of assets 548 5,082 548 5,082
Acquisition and certain other transaction related costs 77 97 292
General and administrative expense 29,078 22,922 54,196 38,005
Depreciation and amortization expense 72,300   69,669   142,639   142,844  
Property NOI 167,156 162,218 334,828 325,723
 
Non-cash amortization included in property operating expenses(2) (199 ) (199 ) (398 ) (399 )
Lease value amortization (1,416 ) (1,320 ) (2,797 ) (2,610 )
Non-cash straight line rent adjustments (3,030 ) (3,435 ) (6,023 ) (6,865 )
Cash Basis NOI $ 162,511   $ 157,264   $ 325,610   $ 315,849  
 
(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. 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 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
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 alternatives to net income, net income attributable to
common shareholders or operating income as indicators of SNH's
operating performance or as measures of SNH's liquidity. These
measures should be considered in conjunction with net income, net
income attributable to common shareholders and operating income as
presented in SNH's condensed consolidated statements of income.
Other real estate companies and REITs 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 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, 2018 For the Three Months Ended June 30, 2017
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 $ 103,854 $ 66,113 $ 102,663 $ 4,618 $ 277,248 $ 94,651 $ 67,426 $ 98,366 $ 4,570 $ 265,013
Property operating expenses (31,183 )   (78,909 )   (110,092 ) (27,646 )   (75,149 )   (102,795 )
Property net operating income (NOI) $ 72,671   $ 66,113   $ 23,754   $ 4,618   $ 167,156   $ 67,005   $ 67,426   $ 23,217   $ 4,570   $ 162,218  
NOI change 8.5 % (1.9 )% 2.3 % 1.1 % 3.0 %
 
Property NOI $ 72,671 $ 66,113 $ 23,754 $ 4,618 $ 167,156 $ 67,005 $ 67,426 $ 23,217 $ 4,570 $ 162,218
Less:
Non-cash straight line rent adjustments 2,338 555 137 3,030 2,520 778 137 3,435
Lease value amortization 1,361 55 1,416 1,265 55 1,320
Non-cash amortization included in property operating expenses (3) 199         199   199         199  
Cash Basis NOI $ 68,773   $ 65,558   $ 23,754   $ 4,426   $ 162,511   $ 63,021   $ 66,648   $ 23,217   $ 4,378   $ 157,264  
Cash Basis NOI change 9.1 % (1.6 )% 2.3 % 1.1 % 3.3 %
 
Reconciliation of NOI to Same Property NOI:
Property NOI $ 72,671 $ 66,113 $ 23,754 $ 4,618 $ 167,156 $ 67,005 $ 67,426 $ 23,217 $ 4,570 $ 162,218
Less:
NOI not included in same property 4,824 1,744 1,514 8,082 (2 ) 4,071 (97 ) 3,972
                   
Same property NOI (4) $ 67,847   $ 64,369   $ 22,240   $ 4,618   $ 159,074   $ 67,007   $ 63,355   $ 23,314   $ 4,570   $ 158,246  
Same property NOI change 1.3 % 1.6 % (4.6 )% 1.1 % 0.5 %
 
Reconciliation of Same Property NOI to Same Property Cash Basis
NOI:
Same property NOI (4) $ 67,847 $ 64,369 $ 22,240 $ 4,618 $ 159,074 $ 67,007 $ 63,355 $ 23,314 $ 4,570 $ 158,246
Less:
Non-cash straight line rent adjustments 2,040 572 137 2,749 2,522 738 137 3,397
Lease value amortization 1,424 55 1,479 1,264 55 1,319
Non-cash amortization included in property operating expenses
(3)
199         199   199         199  
Same property cash basis NOI (4) $ 64,184   $ 63,797   $ 22,240   $ 4,426   $ 154,647   $ 63,022   $ 62,617   $ 23,314   $ 4,378   $ 153,331  
Same property cash basis NOI change 1.8 % 1.9 % (4.6 )% 1.1 % 0.9 %
 
(1)   See above for the calculation of NOI and a reconciliation of net
income determined in accordance with GAAP to that amount. For a
definition of NOI and Cash Basis NOI, a description of why
management believes they are appropriate supplemental measures and a
description of how management uses these measures, please see
footnote 1 to the table included on page 8.
(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, 2017 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, 2018 For the Six Months Ended June 30, 2017
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 $ 205,005 $ 134,088 $ 204,750 $ 9,220 $ 553,063 $ 189,297 $ 134,678 $ 196,484 $ 9,115 $ 529,574
Property operating expenses (62,121 )   (156,114 )   (218,235 ) (54,823 )   (149,028 )   (203,851 )
Property net operating income (NOI) $ 142,884   $ 134,088   $ 48,636   $ 9,220   $ 334,828   $ 134,474   $ 134,678   $ 47,456   $ 9,115   $ 325,723  
NOI change 6.3 % (0.4 )% 2.5 % 1.2 % 2.8 %
 
Property NOI $ 142,884 $ 134,088 $ 48,636 $ 9,220 $ 334,828 $ 134,474 $ 134,678 $ 47,456 $ 9,115 $ 325,723
Less:
Non-cash straight line rent adjustments 4,574 1,174 275 6,023 5,035 1,554 276 6,865
Lease value amortization 2,687 110 2,797 2,500 110 2,610
Non-cash amortization included in property operating expenses (3) 398         398   399         399  
Cash Basis NOI $ 135,225   $ 132,914   $ 48,636   $ 8,835   $ 325,610   $ 126,540   $ 133,124   $ 47,456   $ 8,729   $ 315,849  
Cash Basis NOI change 6.9 % (0.2 )% 2.5 % 1.2 % 3.1 %
 
Reconciliation of NOI to Same Property NOI:
Property NOI $ 142,884 $ 134,088 $ 48,636 $ 9,220 $ 334,828 $ 134,474 $ 134,678 $ 47,456 $ 9,115 $ 325,723
Less:
NOI not included in same property 9,759 5,370 2,539 17,668 519 8,152 (92 ) 8,579
                   
Same property NOI (4) $ 133,125   $ 128,718   $ 46,097   $ 9,220   $ 317,160   $ 133,955   $ 126,526   $ 47,548   $ 9,115   $ 317,144  
Same property NOI change (0.6 )% 1.7 % (3.1 )% 1.2 % 0.0 %
 
Reconciliation of Same Property NOI to Same Property Cash Basis
NOI:
Same property NOI (4) $ 133,125 $ 128,718 $ 46,097 $ 9,220 $ 317,160 $ 133,955 $ 126,526 $ 47,548 $ 9,115 $ 317,144
Less:
Non-cash straight line rent adjustments 3,951 1,143 275 5,369 4,975 1,475 276 6,726
Lease value amortization 2,798 110 2,908 2,505 110 2,615
Non-cash amortization included in property operating expenses
(3)
399         399   399         399  
Same property cash basis NOI (4) $ 125,977   $ 127,575   $ 46,097   $ 8,835   $ 308,484   $ 126,076   $ 125,051   $ 47,548   $ 8,729   $ 307,404  
Same property cash basis NOI change (0.1 )% 2.0 % (3.1 )% 1.2 % 0.4 %
 
(1)   See above for the calculation of NOI and a reconciliation of net
income determined in accordance with GAAP to that amount. For a
definition of NOI and Cash Basis NOI, a description of why
management believes they are appropriate supplemental measures and a
description of how management uses these measures, please see
footnote 1 to the table included on page 8.
(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, 2017 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, 2018 December 31, 2017

ASSETS

Real estate properties $ 7,987,732 $ 7,824,763
Accumulated depreciation (1,555,754 ) (1,454,477 )
6,431,978 6,370,286
 
Cash and cash equivalents 30,657 31,238
Restricted cash 108,704 16,083
Acquired real estate leases and other intangible assets, net 472,272 472,265
Other assets, net 392,025   404,147  
Total assets $ 7,435,636   $ 7,294,019  
 

LIABILITIES AND EQUITY

Unsecured revolving credit facility $ 64,000 $ 596,000
Unsecured term loans, net 547,873 547,460
Senior unsecured notes, net 2,214,856 1,725,662
Secured debt and capital leases, net 843,623 805,404
Accrued interest 26,015 17,987
Assumed real estate lease obligations, net 91,080 96,018
Other liabilities 204,616   228,300  
Total liabilities 3,992,063 4,016,831
 
Total equity 3,443,573   3,277,188  
Total liabilities and equity $ 7,435,636   $ 7,294,019  

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.

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