EX-99.1 3 j0100_ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Contact:  David J. Hegarty, President

 

or John R. Hoadley, Treasurer

 

(617) 796-8350

 

www.snhreit.com

 

SNH Announces Financial Results for the Quarter Ended March 31, 2003

 

Newton, MA (April 29, 2003):  Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter ended March 31, 2003, as follows (in thousands, except per share data):

 

 

 

Quarter Ended March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Total revenues

 

$

31,350

 

$

28,707

 

Net income

 

12,059

 

11,620

 

Funds from operations (FFO)

 

21,472

 

17,857

 

Weighted average shares outstanding

 

58,437

 

50,255

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Net income

 

$

0.21

 

$

0.23

 

Funds from operations (FFO)

 

0.37

 

0.36

 

Distributions declared

 

0.31

 

0.31

 

 

The foregoing financial presentation for the 2003 period includes approximately $600,000 for litigation expenses in connection with lawsuits involving SNH and Marriott International, Inc. and HEALTHSOUTH Corporation.  The subject matter of the Marriott litigation has been previously disclosed and the status of that matter is unchanged from prior disclosure.  In January 2002, SNH entered an agreement with HEALTHSOUTH.  Among other matters, this January 2002 agreement lowered the rent payable by HEALTHSOUTH for the lease of two hospitals in return for an extended lease term.  This agreement was entered in part because of SNH’s reliance upon HEALTHSOUTH’s purported financial condition at that time.  Since March 2003, the SEC has charged HEALTHSOUTH and some of its officers with accounting fraud resulting in over $2 billion in overstated assets and income.  SNH reviewed the SEC charges and in April 2003, SNH commenced a lawsuit against HEALTHSOUTH to reform the 2002 agreement to reinstate HEALTHSOUTH’s previous contractual rent obligations, among other matters.  The 2002 agreement between SNH and HEALTHSOUTH lowered the rent payable to SNH from $10.3 million/ year to $8.7 million/year.

 

Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that has investments in 142 senior housing properties located in 31 states.

 



 

WARNING REGARDING FORWARD LOOKING STATEMENTS

 

THE FOREGOING PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR.  FOR EXAMPLE, THE STATEMENT THAT SNH HAS COMMENCED LITIGATION TO INCREASE THE RENT PAYABLE BY HEALTHSOUTH FOR THE LEASE OF TWO HOSPITALS MAY IMPLY THAT THIS RENT WILL BE INCREASED.  HOWEVER, DISCOVERY DURING LITIGATION AND DECISIONS BY JUDGES AND JURIES MAY CAUSE UNINTENDED RESULTS.  ALSO, LITIGATION IS OFTEN EXPENSIVE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THESE FORWARD LOOKING STATEMENTS.

 

(end)

 

2



 

Senior Housing Properties Trust
Financial Information
(in thousands, except per share amounts)

 

 

 

Quarter Ended March 31,

 

 

 

2003

 

2002

 

Revenues:

 

 

 

 

 

Rental income

 

$

30,274

 

$

26,535

 

FF&E reserve income(1)

 

 

1,664

 

Interest and other income(2)

 

1,076

 

508

 

Total revenues

 

31,350

 

28,707

 

Expenses:

 

 

 

 

 

Interest

 

7,146

 

7,382

 

Depreciation

 

8,653

 

7,128

 

General and administrative

 

2,789

 

1,854

 

Total

 

18,588

 

16,364

 

Income from continuing operations before distributions on trust preferred securities

 

12,762

 

12,343

 

Distributions on trust preferred securities

 

703

 

703

 

Income from continuing operations

 

12,059

 

11,640

 

Loss from discontinued operations

 

 

(20

)

Net income

 

$

12,059

 

$

11,620

 

 

 

 

 

 

 

Calculation of funds from operations (FFO)(3):

 

 

 

 

 

Income from continuing operations

 

$

12,059

 

$

11,640

 

Add:

Depreciation

 

8,653

 

7,128

 

 

Deferred percentage rent(4)

 

760

 

753

 

Less:

FF&E reserve income(1)

 

 

(1,664

)

FFO

 

$

21,472

 

$

17,857

 

Weighted average shares outstanding

 

58,437

 

50,255

 

Per share data:

 

 

 

 

 

Income from continuing operations

 

$

0.21

 

$

0.23

 

Net income

 

$

0.21

 

$

0.23

 

FFO

 

$

0.37

 

$

0.36

 

Distributions declared

 

$

0.31

 

$

 0.31

 

 

Balance Sheet Data:

 

 

 

At
March 31, 2003

 

At
December 31, 2002

 

Assets

 

 

 

 

 

Real estate properties

 

$

1,300,833

 

$

1,238,487

 

Accumulated depreciation

 

(133,692

)

(125,039

)

 

 

1,167,141

 

1,113,448

 

Mortgage receivable

 

6,051

 

 

Cash and cash equivalents

 

14,286

 

8,654

 

Restricted cash

 

10,907

 

12,364

 

Other assets

 

20,675

 

23,734

 

Total assets

 

$

1,219,060

 

$

1,158,200

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Unsecured revolving credit facility(5)

 

$

158,000

 

$

81,000

 

Senior unsecured notes due 2012, net of discount

 

243,781

 

243,746

 

Secured debt and capital leases

 

32,599

 

32,618

 

Total debt

 

434,380

 

357,364

 

Other liabilities

 

10,752

 

21,116

 

Total liabilities

 

445,132

 

378,480

 

Trust preferred equity securities

 

27,394

 

27,394

 

Shareholders’ equity

 

746,534

 

752,326

 

Total liabilities and shareholders’ equity

 

$

1,219,060

 

$

1,158,200

 

 

See accompanying notes on the following page.

 

3



 

Senior Housing Properties Trust
Notes to
Financial Information

 

1.               One of our leases which began in January 2002 provided that a percentage of revenues at the leased properties be paid to us as additional rent and escrowed for future capital expenditures at the leased properties.  Effective October 1, 2002, we amended this lease pursuant to which our tenant, Five Star, retains title to the FF&E escrow accounts while we have security and remainder interests in the escrow accounts.  Accordingly, effective October 1, 2002, our revenues and net income no longer include FF&E reserve income.  In order to facilitate comparison of FFO with historical results, the historical FFO presentation for the three months ended March 31, 2002, eliminates FF&E reserve income.

 

2.               Included in interest and other income for the three months ended March 31, 2003, is a gain related to our sale of a promissory note for $750,000, which was previously carried at $0.

 

3.               We compute FFO as shown in the calculation above.  We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities, because it provides investors with an indication of a REIT’s operating performance and its ability to incur and service debt, make capital expenditures, pay distributions and fund other cash needs.  FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity.  FFO is one important factor considered by our board of trustees in determining the amount of distributions to shareholders.

 

4.               We recognize percentage rental income received for the first, second and third quarters in the fourth quarter.  Although recognition of revenue is deferred for purposes of calculating net income, the calculation of FFO includes amounts received with respect to periods shown.

 

5.               On April 21, 2003, we repaid all outstanding amounts on our unsecured revolving credit facility, primarily with the proceeds of our issuance of $150 million of 7 7/8% senior unsecured notes due 2015.

 

4



 

Senior Housing Properties Trust

Additional Information

 

The following additional data is intended to respond
to frequently asked questions (dollars in thousands)

 

 

 

# of
Properties

 

# of
Units/Beds

 

Investment(1)

 

% of
Investment

 

Current
Annual
Rent
Revenues

 

% of
Current
Annual
Rent
Revenues

 

Facility Type

 

 

 

 

 

 

 

 

 

 

 

 

 

Independent living communities(2)

 

54

 

12,253

 

$

1,005,230

 

76.9

%

$

100,467

 

77.6

%

Skilled nursing facilities

 

60

 

6,040

 

186,834

 

14.3

%

12,621

 

9.7

%

Hospitals

 

2

 

364

 

43,553

 

3.3

%

8,700

 

6.7

%

Assisted living facilities

 

26

 

1,272

 

71,267

 

5.5

%

7,735

 

6.0

%

Total

 

142

 

19,929

 

$

1,306,884

 

100.0

%

$

129,523

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant/Operator

 

 

 

 

 

 

 

 

 

 

 

 

 

Five Star/Sunrise(3)

 

31

 

7,476

 

$

615,944

 

47.1

%

$

63,000

 

48.6

%

Marriott/Sunrise(3)

 

14

 

4,030

 

325,472

 

24.9

%

31,182

 

24.1

%

HEALTHSOUTH

 

2

 

364

 

43,553

 

3.3

%

8,700

 

6.7

%

Alterra Healthcare

 

23

 

1,076

 

67,051

 

5.1

%

7,499

 

5.8

%

Five Star #1

 

54

 

4,976

 

141,383

 

10.9

%

6,923

 

5.3

%

Five Star #2

 

9

 

747

 

63,814

 

4.9

%

6,285

 

4.9

%

Genesis Health Ventures

 

1

 

156

 

13,007

 

1.0

%

1,496

 

1.1

%

Integrated Health Services

 

1

 

140

 

15,598

 

1.2

%

1,200

 

1.0

%

4 private companies (combined)

 

7

 

964

 

21,062

 

1.6

%

3,238

 

2.5

%

Total

 

142

 

19,929

 

$

1,306,884

 

100.0

%

$

129,523

 

100.0

%

 

 

 

 

 

 

 

Percentage of Operating Revenue Sources

 

 

 

Rent Coverage

 

Occupancy

 

Private Pay

 

Medicare

 

Medicaid

 

Tenant Operating Statistics(4)

 

2003

 

2002

 

2003

 

2002

 

2003

 

2002

 

2003

 

2002

 

2003

 

2002

 

Five Star/Sunrise(3)(5)

 

1.0

x

1.2

x

89

%

90

%

86

%

86

%

11

%

10

%

3

%

4

%

Marriott/Sunrise(3)

 

1.2

x

1.5

x

88

%

88

%

83

%

84

%

13

%

13

%

4

%

4

%

HEALTHSOUTH(6)

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

Alterra Healthcare

 

1.5

x

1.5

x

83

%

84

%

100

%

100

%

 

 

 

 

Five Star #1

 

2.6

x

2.6

x

89

%

88

%

21

%

22

%

21

%

21

%

58

%

57

%

Five Star #2

 

1.0

x

1.3

x

82

%

87

%

100

%

100

%

 

 

 

 

Genesis Health Ventures

 

1.0

x

1.5

x

95

%

95

%

18

%

30

%

38

%

41

%

44

%

29

%

Integrated Health Services

 

1.1

x

1.8

x

86

%

90

%

23

%

28

%

21

%

26

%

56

%

46

%

4 private companies (combined)

 

1.9

x

2.1

x

89

%

86

%

23

%

22

%

17

%

23

%

60

%

55

%

 


(1) Includes owned real estate and a $6,051 mortgage investment secured by a first mortgage on five assisted living facilities.

 

(2) Properties where the majority of units are independent living apartments are classified as independent living communities.

 

(3) On March 28, 2003, Marriott International, Inc. sold its senior living division, Marriott Senior Living Services, Inc. (“MSLS”), to Sunrise Assisted Living, Inc. (“Sunrise”).   Effective on that date, Sunrise became the manager of the 31 properties leased to Five Star Quality Care, Inc. (“Five Star”) and the tenant/manager of the 14 properties previously leased to MSLS.  Marriott International continues to guarantee the lease for the 14 properties.

 

(4)    All tenant operating statistics are calculated based upon the operating results for the three months ended March 31, for the period indicated, or the most recent three month period tenant operating results available to us from our tenants.  Rent coverage is calculated as operating cash flow from our tenants’ facility operations, before subordinated charges and capital expenditure reserves, divided by rent payable to us.

 

(5)    Rent coverage is after non-subordinated management fees of $4,028 and $4,242 in the 2003 and 2002 periods, respectively.

 

(6) On March 19, 2003, the SEC filed a complaint against HEALTHSOUTH, alleging that HEALTHSOUTH and certain of its officers committed fraud and violated various securities laws by overstating their historical earnings and assets.  In March 2003, HEALTHSOUTH was notified of defaults under its bank credit facility, and in April 2003, HEALTHSOUTH defaulted on some of its public debt securities.  The rent due to us on April 1, 2003 was paid to us on April 3, 2003, within the grace period allowed.  In March 2003, HEALTHSOUTH issued a press release advising that its historical financial information should not be relied upon.  Because we have reason to doubt the financial information we have from HEALTHSOUTH we have elected not to disclose any lease coverage information for this tenant.

 

5



 

Senior Housing Properties Trust

Additional Information

(dollars in thousands unless otherwise stated)

 

Leverage Ratios

 

March 31,
2003

 

December 31,
2002

 

 

 

 

 

 

 

Total debt / Total assets

 

35.6

%

30.9

%

Total debt / Real estate properties before depreciation

 

33.4

%

28.9

%

Total debt / Total book capitalization

 

35.9

%

31.4

%

Secured debt / Total debt

 

7.5

%

9.1

%

Secured debt / Total assets

 

2.7

%

2.8

%

Variable rate debt / Total debt(1)

 

38.5

%

25.2

%

 

 

 

Quarter Ended
March 31,

 

Coverage Ratios

 

2003

 

2002

 

 

 

 

 

 

 

Income from continuing operations

 

$

12,059

 

$

11,640

 

Deferred percentage rent

 

760

 

753

 

Interest expense(1)

 

7,146

 

7,382

 

Trust preferred distributions

 

703

 

703

 

Depreciation and amortization

 

8,653

 

7,128

 

EBITDA

 

$

29,321

 

$

27,606

 

 

 

 

 

 

 

EBITDA / Interest expense

 

4.1

x

3.7

x

EBITDA / Interest expense + trust preferred distributions

 

3.7

x

3.4

x

 


(1)      Does not include impact of April 2003 repayment of credit facility largely with proceeds of issuance of $150 million of 7 7/8% senior unsecured notes due 2015.

 

6