UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
| | x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| | SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
or
| | o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-15319
SENIOR HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
| Maryland | | 04-3445278 |
| (State of Organization) | | (IRS Employer Identification No.) |
| |
| 400 Centre Street, Newton, Massachusetts 02458 |
| (Address of Principal Executive Offices) (Zip Code) |
| |
Registrant’s Telephone Number, Including Area Code 617-796-8350 |
| |
| Securities registered pursuant to Section 12(b) of the Act: |
| |
Title Of Each Class | | Name Of Each Exchange On Which Registered |
| Common Shares of Beneficial Interest | | New York Stock Exchange |
| | | |
| Securities to be registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated Filer x | Accelerated filer o |
| | |
| Non–accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting shares of the registrant held by non-affiliates was $1.7 billion based on the $20.35 closing price per common share on the New York Stock Exchange on June 29, 2007. For purposes of this calculation, an aggregate of 250,168 common shares held directly or by affiliates of the trustees and officers of the registrant have been included in the number of shares held by affiliates.
Number of the registrant’s common shares outstanding as of February 28, 2008: 94,901,249.
In this Amendment No. 1 to Annual Report on Form 10-K, the terms “SNH”, “Senior Housing”, the “Company”, “we”, “us” and “our” include Senior Housing Properties Trust, and its consolidated subsidiaries, unless the context indicates otherwise.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K, or Form 10-K/A, to amend Item 15 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, or the Annual Report, which was originally filed with the Securities and Exchange Commission on February 29, 2008.
We are amending Item 15 of the Annual Report to add summary audited financial information regarding Five Star Quality Care, Inc. for its fiscal years ended December 31, 2005, 2006 and 2007, as reported by that company in its Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007.
In addition, we are filing or furnishing, as indicated in this Form 10-K/A, as exhibits certain currently dated certifications.
This amendment is limited in scope to the summary audited financial information described above and does not amend, update, or change any other items or disclosures contained in the Annual Report. Accordingly, all other items that remain unaffected are omitted in this filing. Except as described in the preceding paragraphs, we do not purport by this Form 10-K/A to update any of the information contained in the Annual Report.
Item 15. Exhibits and Financial Statement Schedules
| (a) | Index to Financial Statements and Financial Statement Schedules |
| | Page |
1. The following consolidated financial statements and financial statement schedule of Senior Housing Properties Trust are included on the pages indicated: | |
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm | F-1 |
| Consolidated Balance Sheet as of December 31, 2007 and 2006 | F-3 |
| Consolidated Statement of Income for each of the three years in the period ended December 31, 2007 | F-4 |
| Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, 2007 | F-5 |
| Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2007 | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
| Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2007 | S-1 |
| | |
| 2. Summary Financial Information for Five Star Quality Care, Inc. for each of the three years in the period ended December 31, 2007 | F-1/A |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, and therefore have been omitted.
(b) Exhibits
The following exhibits are filed or furnished with this Form 10-K/A:
Exhibit Number Description
| | 31.1 | Rule 13a-14(a) Certification. (Filed herewith.) |
| | 31.2 | Rule 13a-14(a) Certification. (Filed herewith.) |
| | 31.3 | Rule 13a-14(a) Certification. (Filed herewith.) |
| | 31.4 | Rule 13a-14(a) Certification. (Filed herewith.) |
| | 32.1 | Section 1350 Certification. (Furnished herewith.) |
Summary Financial Information of Five Star Quality Care, Inc.
The following table presents summary audited financial information for Five Star Quality Care, Inc., or Five Star, for its fiscal years ended December 31, 2005, 2006 and 2007, as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2007. Reference is made to Item 1 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2007 for additional information with respect to Five Star.
Summary Financial Information of Five Star Quality Care, Inc.
(in thousands)
| | | As of or for the year ended | |
| | | December 31, 2007 | | | December 31, 2006 | | | December 31, 2005 | |
Total revenues(1) | | $ | 972,924 | | | $ | 815,586 | | | $ | 727,659 | |
| Net income (loss) | | | 23,326 | | | | (116,665 | ) | | | (84,159 | ) |
| Total assets | | | 360,454 | | | | 366,411 | | | | 228,940 | |
| Total indebtedness | | | 142,510 | | | | 171,271 | | | | 45,329 | |
| Total shareholders’ equity | | | 86,822 | | | | 67,430 | | | | 68,804 | |
| (1) | Five Star’s 2007 Annual Report on Form 10-K states that reclassifications were made to the prior years’ financial statements reported therein to conform to the current year’s presentation. |
References in this report to the Annual Report on Form 10-K for Five Star for the fiscal year ended December 31, 2007 are included as textual references only, and the information in such Annual Report is not incorporated by reference into this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | SENIOR HOUSING PROPERTIES TRUST |
| | By: /s/ David J. Hegarty |
| | David J. Hegarty |
| | President and Chief Operating Officer |
| | Dated: March 14, 2008 |
