Senior Housing Properties Trust Third Quarter 2016 Supplemental Operating and Financial Data Morningside of Pekin 61 Living Units Pekin, IL All amounts in this report are unaudited.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 T A B L E O F C O N T E N T S TABLE OF CONTENTS PAGE CORPORATE INFORMATION 6 Company Profile 7 Investor Information 8 Research Coverage 9 FINANCIALS 10 Key Financial Data 11 Condensed Consolidated Balance Sheets 12 Condensed Consolidated Statements of Income 13 Condensed Consolidated Statements of Income (Additional Data) 14 Condensed Consolidated Statements of Cash Flows 15 Debt Summary 16 Debt Maturity Schedule 17 Leverage Ratios, Coverage Ratios and Public Debt Covenants 18 Summary of Capital Expenditures 19 Property Acquisitions / Dispositions Information Since January 1, 2016 20 Calculation and Reconciliation of Net Operating Income (NOI) and Cash Basis NOI 21 Consolidated and Same Property Net Operating Income (NOI) and Cash Basis NOI 22 Calculation and Reconciliation of Net Operating Income (NOI), Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Three Months Ended September 30, 2016 and 2015 23 Calculation and Reconciliation of Net Operating Income (NOI), Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Nine Months Ended September 30, 2016 and 2015 24 Calculation and Reconciliation of EBITDA and Adjusted EBITDA 25 Calculation and Reconciliation of Funds from Operations (FFO) and Normalized FFO 26 Definitions of Certain Non-GAAP Financial Measures 27 PORTFOLIO INFORMATION 28 Portfolio Summary by Property Mix and Geographic Diversification 29 Portfolio Summary by Property Type and Tenant 30 Occupancy by Property Type and Tenant 31 Rent Coverage by Tenant (Triple Net Leased Senior Living Communities and Wellness Centers) 32 Triple Net Leased Senior Living Communities Segment and Same Property – Results of Operations 33 Managed Senior Living Communities Segment and Same Property – Results of Operations 34 MOB Portfolio Segment and Same Property - Results of Operations 35 MOB Leasing Summary 36 Tenants Representing 1% or More of Total Rent 37 Portfolio Lease Expiration Schedule 38 2
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 W A R N I N G C O N C E R N I N G F O R W A R D L O O K I N G S T A T E M E N T S 3 • • OUR ABILITY TO RETAIN OUR EXISTING TENANTS, ATTRACT NEW TENANTS AND MAINTAIN OR INCREASE CURRENT RENTAL RATES, • THE CREDIT QUALITIES OF OUR TENANTS, • OUR ABILITY TO COMPETE FOR ACQUISITIONS AND TENANCIES EFFECTIVELY, • OUR ACQUISITIONS AND SALES OF PROPERTIES, • OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS, • OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL, • THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY, • OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT, • OUR ABILITY TO APPROPRIATELY BALANCE OUR DEBT AND EQUITY CAPITAL, • OUR CREDIT RATINGS, • OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF THE RMR GROUP INC., OR RMR INC., • OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF AFFILIATES INSURANCE COMPANY, OR AIC, AND OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC, • OUR QUALIFICATION FOR TAXATION AS A REAL ESTATE INVESTMENT TRUST, OR REIT, • OUR BELIEF THAT THE AGING U.S. POPULATION WILL INCREASE THE DEMAND FOR EXISTING SENIOR LIVING COMMUNITIES, • • WARNING CONCERNING FORWARD LOOKING STATEMENTS OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS, THIS PRESENTATION OF SUPPLEMENTAL OPERATING AND FINANCIAL DATA 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 WE USE WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", "WILL", "MAY" AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS PRESENTATION OF SUPPLEMENTAL OPERATING AND FINANCIAL DATA RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING: OTHER MATTERS. OUR BELIEF THAT FIVE STAR QUALITY CARE, INC., OR FIVE STAR, OUR FORMER SUBSIDIARY, WHICH IS OUR LARGEST TENANT AND WHICH MANAGES CERTAIN OF OUR SENIOR LIVING COMMUNITIES FOR OUR ACCOUNT, HAS ADEQUATE FINANCIAL RESOURCES AND LIQUIDITY AND THE ABILITY TO MEET ITS OBLIGATIONS TO US AND TO MANAGE OUR SENIOR LIVING COMMUNITIES SUCCESSFULLY, AND
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016W ARNING CONCERNING FO R W ARD LOOKING S T A T EMENTS (continued ) 4 • • • • • • • • • • CHANGES IN REGULATIONS AFFECTING FIVE STAR'S OPERATIONS, • CHANGES IN THE ECONOMY OR GOVERNMENTAL POLICIES WHICH REDUCE THE DEMAND FOR THE SERVICES FIVE STAR OFFERS, • INCREASES IN INSURANCE AND TORT LIABILITY COSTS, • INEFFECTIVE INTEGRATION OF NEWLY ACQUIRED, LEASED OR MANAGED SENIOR LIVING COMMUNITIES, AND • INSUFFICIENT ACCESS TO CAPITAL AND FINANCING. • • • • • • • • COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS, THE IMPACT OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT, AS AMENDED BY THE HEALTH CARE AND EDUCATION RECONCILIATION ACT, OR COLLECTIVELY, THE ACA, AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS ON US, ON OUR TENANTS AND MANAGERS AND ON THEIR ABILITY TO PAY OUR RENTS AND RETURNS, OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON OUR INDEBTEDNESS DEPENDS UPON A NUMBER OF FACTORS, INCLUDING OUR FUTURE EARNINGS, THE CAPITAL COSTS WE INCUR TO LEASE AND OPERATE OUR PROPERTIES AND OUR WORKING CAPITAL REQUIREMENTS. WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED, RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE BECAUSE OF CHANGING MARKET CONDITIONS OR OTHERWISE, CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND ANY PENDING ACQUISITIONS AND/OR SALES AND ANY RELATED LEASES OR MANAGEMENT AGREEMENTS MAY NOT OCCUR, MAY BE DELAYED, OR THE TERMS OF SUCH TRANSACTIONS MAY CHANGE, OUR ABILITY TO GROW OUR BUSINESS AND INCREASE OUR DISTRIBUTIONS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES AND ARRANGE FOR THEIR PROFITABLE OPERATION OR LEASE THEM FOR RENTS, LESS PROPERTY OPERATING EXPENSES, THAT EXCEED OUR CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING, MANAGEMENT CONTRACTS OR LEASE TERMS FOR NEW PROPERTIES, LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, COMPETITION WITHIN THE HEALTHCARE AND REAL ESTATE INDUSTRIES, AND ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL. CHANGES IN MEDICARE AND MEDICAID PAYMENTS, INCLUDING THOSE THAT MAY RESULT FROM THE ACA AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS, WHICH COULD RESULT IN REDUCED RATES OR A FAILURE OF SUCH RATES TO COVER FIVE STAR'S COSTS, FOR EXAMPLE: WE MAY ENTER INTO ADDITIONAL LEASES OR MANAGEMENT ARRANGEMENTS WITH FIVE STAR FOR ADDITIONAL SENIOR LIVING COMMUNITIES THAT WE OWN OR MAY ACQUIRE IN THE FUTURE OR OTHER TRANSACTIONS WITH FIVE STAR. HOWEVER, WE CANNOT BE SURE THAT WE AND FIVE STAR WILL ENTER INTO ANY ADDITIONAL LEASES, MANAGEMENT ARRANGEMENTS OR OTHER TRANSACTIONS, OUR OTHER TENANTS MAY EXPERIENCE LOSSES AND BECOME UNABLE TO PAY OUR RENTS, SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO LOCATE NEW TENANTS TO MAINTAIN OR INCREASE THE HISTORICAL OCCUPANCY RATES OF, OR RENTS FROM, OUR PROPERTIES, IF FIVE STAR'S OPERATIONS REMAIN UNPROFITABLE, FIVE STAR MAY BECOME UNABLE TO PAY OUR RENTS AND WE MAY NOT RECEIVE OUR EXPECTED RETURN ON OUR INVESTED CAPITAL OR ADDITIONAL AMOUNTS FROM OUR SENIOR LIVING COMMUNITIES THAT ARE MANAGED BY FIVE STAR, FIVE STAR IS OUR LARGEST TENANT AND MANAGES CERTAIN OF OUR SENIOR LIVING COMMUNITIES FOR OUR ACCOUNT AND IT MAY EXPERIENCE FINANCIAL DIFFICULTIES AS A RESULT OF A NUMBER OF FACTORS, INCLUDING BUT NOT LIMITED TO: THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS AND MANAGERS, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, FIVE STAR, THE RMR GROUP LLC, OR RMR LLC, RMR INC., AIC, D&R YONKERS LLC, AND OTHERS AFFILIATED WITH THEM, OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, OR FFO, NORMALIZED FUNDS FROM OPERATIONS, OR NORMALIZED FFO, NET OPERATING INCOME, OR NOI, CASH BASIS NOI, EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION, OR EBITDA, EBITDA AS ADJUSTED, OR ADJUSTED EBITDA, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO:
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016W ARNING CONCERNING FO R W ARD LOOKING S T A T EMENTS (continued ) 5 • • • • • • • • • • • • FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016, APPROXIMATELY 97% OF OUR NOI WAS GENERATED FROM PROPERTIES WHERE A MAJORITY OF THE REVENUES ARE DERIVED FROM OUR TENANTS’ AND RESIDENTS’ PRIVATE RESOURCES. THIS MAY IMPLY THAT WE WILL MAINTAIN OR INCREASE THE PERCENTAGE OF OUR NOI GENERATED FROM PRIVATE RESOURCES AT OUR SENIOR LIVING COMMUNITIES. HOWEVER, OUR RESIDENTS AND PATIENTS MAY BECOME UNABLE TO FUND OUR CHARGES WITH PRIVATE RESOURCES IN THE FUTURE AND WE MAY BE REQUIRED OR MAY ELECT FOR BUSINESS REASONS TO ACCEPT OR PURSUE REVENUES FROM GOVERNMENT SOURCES, WHICH COULD RESULT IN AN INCREASED PART OF OUR NOI AND REVENUE BEING GENERATED FROM GOVERNMENT PAYMENTS AND OUR BECOMING MORE DEPENDENT ON GOVERNMENT PAYMENTS, WE MAY NOT BE ABLE TO SELL OUR ASSETS CLASSIFIED AS HELD FOR SALE ON TERMS ACCEPTABLE TO US OR OTHERWISE, WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING FIVE STAR, RMR LLC, RMR INC., AIC, D&R YONKERS LLC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE, OUR SENIOR LIVING COMMUNITIES ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION, LICENSURE AND OVERSIGHT. WE SOMETIMES EXPERIENCE DEFICIENCIES IN THE OPERATION OF OUR SENIOR LIVING COMMUNITIES AND SOME OF OUR COMMUNITIES MAY BE PROHIBITED FROM ADMITTING NEW RESIDENTS OR OUR LICENSE TO CONTINUE OPERATIONS AT A COMMUNITY MAY BE REVOKED. ALSO, OPERATING DEFICIENCIES OR A LICENSE REVOCATION AT ONE OR MORE OF OUR SENIOR LIVING COMMUNITIES MAY HAVE AN ADVERSE IMPACT ON OUR ABILITY TO OBTAIN LICENSES FOR OR ATTRACT RESIDENTS TO OUR OTHER COMMUNITIES, AND THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS MAY BE INCREASED TO UP TO $2.6 BILLION ON A COMBINED BASIS IN CERTAIN CIRCUMSTANCES; HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR, WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS. HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET, IN RECENT YEARS ECONOMIC INDICATORS REFLECT AN IMPROVING HOUSING MARKET AND MANY OF THE SERVICES OUR SENIOR LIVING COMMUNITY TENANTS AND MANAGERS PROVIDE ARE NEEDS DRIVEN. THESE FACTORS MAY IMPLY THAT ECONOMIC CONDITIONS WILL IMPROVE AND THAT THOSE TENANTS’ AND MANAGERS’ AND OUR REVENUES AND PROFITABILITY WILL IMPROVE. HOWEVER, WE CANNOT BE SURE THAT GENERAL ECONOMIC CONDITIONS WILL IMPROVE, THAT THERE EXISTS ANY PENT UP DEMAND FOR THOSE SERVICES OR THAT, EVEN IF THERE IS SUCH DEMAND, THAT OUR TENANTS AND MANAGERS WOULD BE SUCCESSFUL IN ATTRACTING SUCH DEMAND, OR THAT OUR TENANTS’ OR MANAGERS' OR OUR REVENUES AND PROFITS WILL IMPROVE. FURTHER, SOME ECONOMIC INDICATORS INDICATE DECLINING ECONOMIC ACTIVITY, WHICH COULD BE HARMFUL TO OUR TENANTS’, MANAGERS’ AND OUR BUSINESSES AND CAUSE THEM OR US TO EXPERIENCE LOSSES, EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS" IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS. CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CUSTOMARY CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY, ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE CREDIT FACILITIES WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITIES, CURRENTLY UNEXPECTED RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS NEW LEGISLATION OR REGULATIONS AFFECTING OUR BUSINESS OR THE BUSINESSES OF OUR TENANTS OR MANAGERS, CHANGES IN OUR TENANTS' OR MANAGERS' REVENUES OR COSTS, CHANGES IN OUR TENANTS' OR MANAGERS' FINANCIAL CONDITIONS, DEFICIENCIES IN OPERATIONS BY THE TENANTS OR MANAGERS OF OUR SENIOR LIVING COMMUNITIES, CHANGED MEDICARE AND MEDICAID RATES, ACTS OF TERRORISM, NATURAL DISASTERS OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY. THE BUSINESS MANAGEMENT AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS. HOWEVER, THOSE AGREEMENTS INCLUDE TERMS WHICH PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS OR FOR SHORTER TERMS. THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOANS AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS. FUTURE CHANGES IN OUR CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE, WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE,
CORPORATE INFORMATION 6 Baylor Medical Center Tenant: North Garland Surgery Center 44,731 Sq. Ft. North Garland, TX
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O M P A N Y P R O F I L E 7 The Company: Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (t) (617) 796-8350 (f) (617) 796-8349 Management: Stock Exchange Listing: Nasdaq Trading Symbols: Common Shares: SNH 5.625% Senior Notes due 2042: SNHNI 6.250% Senior Notes due 2046: SNHNL Senior Unsecured Debt Ratings: Moody's: Baa3 Standard & Poor's: BBB- COMPANY PROFILE SNH is managed by The RMR Group LLC, the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR). RMR is an alternative asset management company that was founded in 1986 to manage real estate companies and related businesses. RMR primarily provides management services to four publicly owned real estate investment trusts, or REITs, and three real estate related operating businesses. In addition to managing SNH, RMR manages Hospitality Properties Trust, a REIT that owns hotels and travel centers, Select Income REIT, a REIT that is focused on owning and investing in net leased, single tenant properties, and Government Properties Income Trust, a REIT that primarily owns properties leased to the U.S. and state governments. RMR also provides management services to TravelCenters of America LLC, a publicly traded operator of travel centers along the U.S. Interstate Highway System, convenience stores and restaurants, Five Star Quality Care, Inc., a publicly traded operator of senior living communities (including some of the senior living communities that SNH owns), and Sonesta International Hotels Corporation, a privately owned franchisor and operator of hotels and cruise ships. RMR also manages publicly traded securities of real estate companies and private commercial real estate debt funds through wholly owned SEC registered investment advisory subsidiaries. As of September 30, 2016, RMR had $23.8 billion of real estate assets under management and the combined RMR managed companies had approximately $11.0 billion of annual revenues, over 1,350 properties and more than 52,000 employees. We believe that being managed by RMR is a competitive advantage for SNH because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services. Senior Housing Properties Trust, or SNH, we, our or us, is a real estate investment trust, or REIT, which owns independent and assisted living communities, continuing care retirement communities, skilled nursing facilities, or SNFs, wellness centers, and properties leased to medical providers, medical related businesses, clinics and biotech laboratory tenants, or MOBs, located throughout the U.S. We are included in a number of stock indices, including the S&P 400 MidCap Index, Russell 1000® Index, the MSCI US REIT Index, FTSE EPRA/NAREIT United States Index and the S&P REIT Composite Index.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 I N V E S T O R I N F O R M A T I O N 8 John L. Harrington Lisa Harris Jones Jeffrey P. Somers Independent Trustee Independent Trustee Lead Independent Trustee Adam D. Portnoy Barry M. Portnoy Managing Trustee Managing Trustee David J. Hegarty Richard W. Siedel, Jr. President & Chief Operating Officer Chief Financial Officer & Treasurer Investor Relations Inquiries Senior Housing Properties Trust Financial inquiries should be directed to Richard W. Siedel, Jr. Two Newton Place Chief Financial Officer & Treasurer, at (617) 796-8223, 255 Washington Street, Suite 300 or rsiedel@snhreit.com. Newton, MA 02458-1634 (t) (617) 796-8350 Investor and media inquiries should be directed to (f) (617) 796-8349 Brad Shepherd, Director, Investor Relations, at (email) info@snhreit.com (617) 796-8234, or bshepherd@snhreit.com. (website) www.snhreit.com Senior Management Contact Information INVESTOR INFORMATION Board of Trustees
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 R E S E A R C H C O V E R A G E 9 Bank of America / Merrill Lynch Raymond James Juan Sanabria Jonathan Hughes (646) 855-1589 (727) 567-2438 juan.sanabria@baml.com jonathan.hughes@raymondjames.com Jefferies & Company RBC Capital Markets Omotayo Okusanya Michael Carroll (212) 336-7076 (440) 715-2649 tokusanya@jefferies.com michael.carroll@rbccm.com JMP Securities UBS Peter Martin Nick Yulico (415) 835-8904 (212) 713-3402 pmartin@jmpsecurities.com nick.yulico@ubs.com Morgan Stanley Wells Fargo Securities Vikram Malhotra Todd Stender (212) 761-7064 (212) 214-8067 vikram.malhotra@morganstanley.com todd.stender@wellsfargo.com Moody’s Investors Service Standard & Poor’s Lori Marks Michael Souers (212) 553-1098 (212) 438-2508 lori.marks@moodys.com michael.souers@standardandpoors.com SNH is followed by the equity research analysts and its publicly held debt is rated by the rating agencies listed above. Please note that any opinions, estimates or forecasts regarding SNH's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of SNH or its management. SNH does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies. Equity Research Coverage Rating Agencies RESEARCH COVERAGE
FINANCIALS 10 Premier Residences of Plantation 272 Living Units Plantation, FL
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 K E Y F I N A N C I A L D A T A 11 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Selected Balance Sheet Data: Total gross assets (1) 8,510,876$ 8,501,876$ 8,347,701$ 8,307,630$ 8,429,231$ Total assets 7,230,098$ 7,265,767$ 7,154,151$ 7,160,090$ 7,327,797$ Total liabilities 3,991,130$ 3,980,199$ 3,831,407$ 3,800,330$ 3,822,256$ Total shareholders' equity 3,238,968$ 3,285,568$ 3,322,744$ 3,359,760$ 3,505,541$ Selected Income Statement Data: Total revenues (2) 263,983$ 261,367$ 258,375$ 267,519$ 255,275$ Net income 27,903$ 39,233$ 31,272$ 9,544$ 38,249$ NOI (3) 160,636$ 163,893$ 160,426$ 166,253$ 158,348$ Adjusted EBITDA (4) (5) 150,157$ 153,661$ 150,222$ 159,042$ 148,304$ FFO (6) 104,825$ 111,505$ 109,885$ 81,385$ 108,167$ Normalized FFO (5) (6) 105,733$ 111,685$ 110,330$ 120,584$ 108,930$ Per Share Data: Net income (basic and diluted) 0.12$ 0.17$ 0.13$ 0.04$ 0.16$ FFO (basic and diluted) (6) 0.44$ 0.47$ 0.46$ 0.34$ 0.46$ Normalized FFO (basic and diluted) (5) (6) 0.45$ 0.47$ 0.46$ 0.51$ 0.46$ Dividends: Annualized dividends paid per share (7) 1.56$ 1.56$ 1.56$ 1.56$ 1.56$ Annualized dividend yield (at end of period) (7) 6.9% 7.5% 8.7% 10.5% 9.6% Normalized FFO payout ratio (basic and diluted) (5) (6) (8) 87.6% 83.0% 84.8% 76.5% 84.8% (1) Total gross assets is total assets plus accumulated depreciation. (2) In the fourth quarter of 2015, we recognized $10.1 million of percentage rent for the year ended December 31, 2015. (3) (4) (5) (6) (7) (8) Dividend amounts reflect the amounts paid during the period. The dividend amount for the period ended December 31, 2015 excludes a $0.13 per common share non-cash distribution of RMR common stock to our shareholders on December 14, 2015. KEY FINANCIAL DATA See page 25 for the calculation of earnings before interest, taxes, depreciation and amortization, or EBITDA, and EBITDA as adjusted, or Adjusted EBITDA, and a reconciliation of net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, to these amounts. See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP. See page 26 for the calculation of funds from operations, or FFO, and Normalized FFO and a reconciliation of net income determined in accordance with GAAP to these amounts. As of and For the Three Months Ended (amounts in thousands, except per share data) Effective as of the quarter ended June 30, 2016, we changed our calculations of Adjusted EBITDA and normalized funds from operations, or Normalized FFO, to no longer include adjustments for estimated percentage rent. Historically, when calculating Adjusted EBITDA and Normalized FFO, we estimated an amount of percentage rental income for each of the first three quarters of the year and then, in the fourth quarter, excluded the amounts that had been included in the first three quarters. In calculating net income in accordance with GAAP, we recognize percentage rental income for the full year in the fourth quarter, which is when all contingencies are met and the income is earned. Adjusted EBITDA and Normalized FFO for historical periods have been restated to be comparable with the current period calculation. The amounts stated reflect the regular quarterly dividend rates per share annualized and exclude a $0.13 per common share non-cash distribution of RMR common stock to our shareholders on December 14, 2015. On October 11, 2016, we declared a quarterly dividend of $0.39 per share ($1.56 per year) which we expect to pay on or about November 17, 2016 to holders of record on October 21, 2016.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O N D E N S E D C O N S O L I D A T E D B A L A N C E S H E E T S 12 As of September 30, 2016 As of December 31, 2015 ASSETS Real estate properties: Land 798,343$ 781,426$ Buildings and improvements 6,869,576 6,675,514 7,667,919 7,456,940 Accumulated depreciation (1,280,778) (1,147,540) 6,387,141 6,309,400 Cash and cash equivalents 40,773 37,656 Restricted cash 6,325 6,155 Acquired real estate leases and other intangible assets, net 532,205 604,286 Other assets, net 263,654 202,593 Total assets 7,230,098$ 7,160,090$ LIABILITIES AND SHAREHOLDERS' EQUITY Unsecured revolving credit facility 215,000$ 775,000$ Unsecured term loans, net 546,869 546,305 Senior unsecured notes, net 1,722,032 1,478,536 Secured debt and capital leases, net 1,168,827 679,295 Accrued interest 33,130 16,974 Assumed real estate lease obligations, net 109,164 115,363 Other liabilities 196,108 188,857 Total liabilities 3,991,130 3,800,330 Commitments and contingencies Shareholders' equity: 2,375 2,375 Additional paid in capital 4,533,492 4,531,703 Cumulative net income 1,576,000 1,477,590 Cumulative other comprehensive income (loss) 24,318 (32,537) Cumulative distributions (2,897,217) (2,619,371) Total shareholders' equity 3,238,968 3,359,760 Total liabilities and shareholders' equity 7,230,098$ 7,160,090$ (amounts in thousands, except share and per share data) CONDENSED CONSOLIDATED BALANCE SHEETS Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 237,546,042 and 237,471,559 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O N D E N S E D C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E 13 2016 2015 2016 2015 Revenues: Rental income 165,503$ 158,863$ 490,922$ 460,193$ Residents fees and services 98,480 96,412 292,803 271,061 Total revenues 263,983 255,275 783,725 731,254 Expenses: Property operating expenses 103,347 96,927 298,776 276,313 Depreciation and amortization 72,344 70,016 214,938 186,234 General and administrative 12,107 10,316 34,931 32,563 Acquisition and certain other transaction related costs 824 742 1,443 6,517 Impairment of assets 4,578 (98) 16,930 (98) Total expenses 193,200 177,903 567,018 501,529 Operating income 70,783 77,372 216,707 229,725 Dividend income 659 — 1,449 — Interest and other income 89 57 330 274 Interest expense (43,438) (38,989) (123,837) (112,838) Loss on early extinguishment of debt (84) (21) (90) (1,469) Income from continuing operations before income tax expense and equity in earnings (losses) of an investee 28,009 38,419 94,559 115,692 Income tax expense (119) (146) (318) (385) Equity in earnings (losses) of an investee 13 (24) 107 70 Income from continuing operations 27,903 38,249 94,348 115,377 Discontinued operations: Loss from discontinued operations — — — (350) Impairment of assets from discontinued operations — — — (602) Income before gain on sale of properties 27,903 38,249 94,348 114,425 Gain on sale of properties — — 4,061 — Net income 27,903$ 38,249$ 98,409$ 114,425$ Weighted average common shares outstanding (basic) 237,347 237,263 237,329 231,454 Weighted average common shares outstanding (diluted) 237,396 237,293 237,369 231,486 Basic and diluted income from continuing operations per common share 0.12$ 0.16$ 0.41$ 0.50$ Basic and diluted loss from discontinued operations per common share — — — (0.01) Basic and diluted net income per common share 0.12$ 0.16$ 0.41$ 0.49$ For the Three Months Ended September 30, For the Nine Months Ended September 30, CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O N D E N S E D C O N S O L I D A T E D S T A T E M E N T S O F I N C O M E ( A D D I T I O N A L D A T A ) 14 2016 2015 2016 2015 Additional Data: General and administrative expenses / total revenues 4.6% 4.0% 4.5% 4.5% General and administrative expenses / total assets (at end of period) 0.2% 0.1% 0.5% 0.4% Non-cash stock based compensation 867$ 239$ 2,134$ 2,648$ Non-cash lease termination fees included in rental income -$ 244$ 42$ 512$ Continuing Operations: Straight line rent included in rental income (1) 4,292$ 5,040$ 13,598$ 13,739$ Lease value amortization included in rental income (1) 1,236$ 1,084$ 3,795$ 3,461$ Amortization of deferred financing fees and debt premiums / discounts 1,489$ 1,345$ 4,272$ 4,541$ Non-cash amortization included in property operating expenses (2) 199$ 204$ 597$ 204$ Non-cash amortization included in general and administrative expenses (2) 744$ 756$ 2,231$ 999$ (1) (2) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fees and property management fees, which are included in general and administrative expenses and property operating expenses, respectively. (amounts in thousands) CONDENSED CONSOLIDATED STATEMENTS OF INCOME (ADDITIONAL DATA) For the Three Months Ended September 30, For the Nine Months Ended September 30, We report rental income on a straight line basis over the terms of the respective leases; accordingly, rental income includes non-cash straight line rent adjustments. Rental income also includes non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O N D E N S E D C O N S O L I D A T E D S T A T E M E N T S O F C A S H F L O W S 15 2016 2015 Cash flows from operating activities: Net income 98,409$ 114,425$ Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 214,938 186,234 Net amortization of debt discounts, premiums and deferred financing fees 4,272 4,541 Straight line rental income (13,598) (13,739) Amortization of acquired real estate leases and other intangible assets (3,795) (3,461) Loss on early extinguishment of debt 90 1,469 Impairment of assets 16,930 504 Gain on sale of properties (4,061) — Gain on sale of investments — (71) Other non-cash adjustments (2,828) (1,714) Equity in earnings of an investee (107) (70) Change in assets and liabilities: Restricted cash (170) 2,365 Other assets 2,990 (9,561) Accrued interest 16,156 13,616 Other liabilities 13,170 26,303 Cash provided by operating activities 342,396 320,841 Cash flows from investing activities: Real estate acquisitions and deposits (188,523) (1,132,760) Real estate improvements (72,455) (55,983) Investment in The RMR Group Inc. — (16,588) Proceeds from sale of properties 29,179 2,755 Proceeds from sale of investments — 6,571 Cash used for investing activities (231,799) (1,196,005) Cash flows from financing activities: Proceeds from issuance of common shares, net — 659,496 Proceeds from issuance of senior unsecured notes 250,000 — Proceeds from unsecured term loans — 200,000 Proceeds from borrowings on revolving credit facility 505,000 1,308,000 Proceeds from issuance of secured debt 620,000 — Repayments of borrowings on revolving credit facility (1,065,000) (920,243) Repayment of other debt (127,202) (70,087) Loss on early extinguishment of debt settled in cash — (1,448) Payment of debt issuance costs (12,016) (2,758) Repurchase of common shares (416) (212) Distributions to shareholders (277,846) (263,770) Cash (used for) provided by financing activities (107,480) 908,978 Increase in cash and cash equivalents: 3,117 33,814 Cash and cash equivalents at beginning of period 37,656 27,594 Cash and cash equivalents at end of period 40,773$ 61,408$ Supplemental cash flows information: Interest paid 103,409$ 94,681$ Income taxes paid 363 477 Non-cash investing activities: Investment funded by issuance of common shares — (44,461) Acquisitions funded by assumed debt — (181,432) Non-cash financing activities: Assumption of mortgage notes payable — 181,432 Issuance of common shares — 47,691 For the Nine Months Ended September 30, CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 D E B T S U M M A R Y 16 Coupon Interest Principal Maturity Due at Years to Rate Rate (1) Balance (2) Date Maturity Maturity Unsecured Debt: Unsecured Floating Rate Debt: Unsecured revolving credit facility (LIBOR + 130 b.p.) (3) 1.750% 1.750% 215,000$ 1/15/2018 215,000$ 1.3 Unsecured term loan (LIBOR + 140 b.p.) (4) 1.920% 1.920% 350,000 1/15/2020 350,000 3.3 Unsecured term loan (LIBOR + 180 b.p.) (5) 2.320% 2.320% 200,000 9/28/2022 200,000 6.0 Weighted average rate / total unsecured floating rate debt 1.977% 1.977% 765,000$ 765,000$ 3.4 Unsecured Fixed Rate Debt: Senior notes due 2019 3.250% 3.250% 400,000 5/1/2019 400,000 2.6 Senior notes due 2020 6.750% 6.750% 200,000 4/15/2020 200,000 3.5 Senior notes due 2021 6.750% 6.750% 300,000 12/15/2021 300,000 5.2 Senior notes due 2024 4.750% 4.750% 250,000 5/1/2024 250,000 7.6 Senior notes due 2042 5.625% 5.625% 350,000 8/1/2042 350,000 25.9 Senior notes due 2046 6.250% 6.250% 250,000 2/1/2046 250,000 29.4 Weighted average rate / total unsecured fixed rate debt 5.368% 5.368% 1,750,000$ 1,750,000$ 12.3 Weighted average rate / total unsecured debt 4.336% 4.336% 2,515,000$ 2,515,000$ 9.6 Secured Debt: Secured Fixed Rate Debt: Mortgage - secured by 1 property (6) 5.860% 3.070% 5,446 3/11/2017 5,401 0.4 Mortgages - secured by 8 properties (7) 6.540% 6.540% 42,645 5/1/2017 42,334 0.6 Mortgage - secured by 1 property 6.150% 4.180% 10,707 8/1/2017 10,578 0.8 Mortgage - secured by 1 property 6.730% 4.730% 8,754 4/1/2018 8,328 1.5 Mortgages - secured by 1 property 6.310% 4.450% 12,825 10/1/2018 12,352 2.0 Mortgages - secured by 1 property 6.240% 4.550% 12,111 10/1/2018 11,697 2.0 Mortgage - secured by 10 properties 4.470% 4.350% 70,490 10/5/2018 66,196 2.0 Mortgage - secured by 1 property 4.690% 4.280% 6,598 1/1/2019 6,271 2.3 Mortgage - secured by 4 properties 3.790% 4.270% 44,684 7/1/2019 42,184 2.8 Mortgage - secured by 17 properties 6.710% 6.710% 280,718 9/1/2019 266,704 2.9 Mortgage - secured by 1 property 7.490% 7.490% 3,254 1/1/2022 62 5.3 Mortgage - secured by 1 property 6.280% 5.170% 14,434 7/1/2022 10,744 5.8 Mortgage - secured by 1 property 4.850% 3.790% 11,643 10/1/2022 10,479 6.0 Capital leases - 2 properties 7.700% 7.700% 11,643 4/30/2026 - 9.6 Mortgages - secured by 1 property 3.530% 3.530% 620,000 8/1/2026 620,000 9.8 Mortgage - secured by 1 property 6.250% 6.250% 3,164 2/1/2033 26 16.4 Mortgage - secured by 1 property 5.950% 5.950% 8,925 9/1/2038 1,211 21.9 Mortgage - secured by 1 property 4.375% 4.375% 4,449 9/1/2043 23 26.9 Weighted average rate / total secured fixed rate debt 4.719% 4.620% 1,172,490$ 1,114,590$ 6.8 Weighted average rate / total debt 4.458% 4.427% 3,687,490$ 3,629,590$ 8.7 (1) Includes the effect of mark to market accounting for certain assumed mortgages and premiums and discounts on certain mortgages and unsecured notes. Excludes effects of offering and transaction costs. (2) The principal balances are the amounts actually payable pursuant to contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. (3) (4) Represents amount outstanding under our $350,000 term loan. This term loan is prepayable without penalty at any time. (5) Represents amount outstanding under our $200,000 term loan. This term loan is prepayable without penalty after September 29, 2017. (6) In October 2016, we gave notice of our intention to prepay, at par plus accrued interest, this mortgage note; we expect to make this prepayment in December 2016. (7) In October 2016, we prepaid this mortgage debt. Represents amount outstanding under our revolving credit facility. Subject to our payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date of our revolving credit facility by an additional year to January 15, 2019. Interest rate is as of September 30, 2016 and excludes the 30 basis points facility fee. DEBT SUMMARY (dollars in thousands) As of September 30, 2016
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 DEBT M A TURIT Y SCHEDUL E 17 Unsecured Unsecured Secured Floating Fixed Fixed Rate Year Rate Debt Rate Debt Debt (1) Total 2016 -$ -$ 3,178$ 3,178$ 2017 - - 69,838 (2) 69,838 2018 215,000 (3) 109,768 324,768 2019 - 400,000 320,919 720,919 2020 350,000 (4) 200,000 3,080 553,080 2021 - 300,000 3,327 303,327 2022 200,000 (4) - 23,467 223,467 2023 - - 1,968 1,968 2024 - 250,000 2,141 252,141 Thereafter - 600,000 634,804 1,234,804 Principal balance 765,000$ 1,750,000$ 1,172,490$ 3,687,490$ Unamortized debt issuance costs, premiums and discounts (3,131) (27,968) (3,663) (34,762) Total debt 761,869$ 20.9% 1,722,032$ 47.1% 1,168,827$ 32.0% 3,652,728$ 100.0% (1) Includes $11,643 of capital lease obligations due in April 2026. (2) (3) (4) In October 2016, we prepaid approximately $42,542 of secured fixed rate debt that would have matured in May 2017. Also in October 2016, we gave notice of our intention to prepay, at par plus accrued interest, one secured fixed rate mortgage note which has a maturity date in March 2017 and an outstanding principal balance of $5,428; we expect to make this prepayment in December 2016. Represents amounts outstanding under our revolving credit facility. We have a $1,000,000 revolving credit facility which has a maturity date of January 15, 2018, interest payable on borrowings of LIBOR plus 130 basis points and a facility fee of 30 basis points. Subject to our payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date of our revolving credit facility by an additional year to January 15, 2019. Represents the outstanding balance under each of our two term loans. We have a $350,000 term loan with a maturity date of January 15, 2020 and interest rate on the amount outstanding of LIBOR plus 140 basis points. This term loan is prepayable without penalty at any time. We also have a $200,000 term loan with a maturity date of September 28, 2022 and interest rate on the amount outstanding of LIBOR plus 180 basis points. This term loan is prepayable without penalty after September 29, 2017. DEBT MATURITY SCHEDULE As of September 30, 2016 (dollars in thousands) % of Total % of Total % of Total % of Total
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 L E V E R A G E R A T I O S , C O V E R A G E R A T I O S A N D P U B L I C D E B T C O V E N A N T S 18 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Leverage Ratios: Total debt (book value) (1) / total gross assets (2) 42.9% 43.1% 41.9% 41.9% 41.2% Total debt (book value) (1) / gross book value of real estate assets (3) 44.6% 44.8% 43.7% 43.6% 43.7% Total debt (book value) (1) / total market capitalization (4) 40.4% 42.6% 45.2% 49.7% 47.5% Secured debt (book value) (1) / total assets 16.2% 8.9% 9.4% 9.5% 10.0% Variable rate debt (book value) (1) / total debt (book value) (1) 20.9% 35.4% 31.7% 38.0% 29.2% Coverage Ratios: Adjusted EBITDA (5) / interest expense 3.5x 3.7x 3.9x 4.0x 3.9x Total debt (book value) (1) / annualized Adjusted EBITDA (5) 6.1x 6.0x 5.7x 5.7x 5.8x Public Debt Covenants: Total debt / adjusted total assets (6) - allowable maximum 60.0% 43.9% 44.2% 43.2% 42.4% 41.7% Secured debt / adjusted total assets (6) - allowable maximum 40.0% 13.9% 7.8% 8.2% 8.3% 8.8% Consolidated income available for debt service (7) / debt service - required minimum 1.50x 3.75x 3.94x 3.81x 4.07x 3.86x Total unencumbered assets (6) / unsecured debt - required minimum 150.0% 252.8% 237.5% 245.7% 251.5% 252.1% (1) (2) Total gross assets is total assets plus accumulated depreciation. (3) Gross book value of real estate assets is real estate properties at cost, before depreciation and purchase price allocations, less impairment writedowns, if any. Excludes properties classified as held for sale. (4) Total market capitalization is total debt plus the market value of our common shares at the end of each period. (5) (6) (7) LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS Debt amounts are net of certain unamortized premiums, discounts and certain issuance costs. Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, taxes, loss on asset impairment and gains and losses on sales of assets and early extinguishment of debt, determined together with debt service on a pro forma basis for the four consecutive fiscal quarters most recently ended. Adjusted total assets and total unencumbered assets include original cost of real estate assets before depreciation, but after impairment write downs, and exclude accounts receivable and intangible assets. See page 25 for the calculation of Adjusted EBITDA and a reconciliation of net income determined in accordance with GAAP to that amount. As of and For the Three Months Ended
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 S U M M A R Y O F C A P I T A L E X P E N D I T U R E S 19 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 MOB tenant improvements (1) 2,652$ 1,743$ 389$ 3,808$ 2,568$ MOB leasing costs (2) 1,220 965 857 2,620 1,046 MOB building improvements (3) 3,816 4,759 1,977 4,424 2,263 Managed senior living communities capital improvements 4,542 2,628 3,620 3,158 3,054 Recurring capital expenditures 12,230 10,095 6,843 14,010 8,931 Development, redevelopment and other activities (4) 7,362 10,847 6,459 6,192 5,278 Total capital expenditures(5) 19,592$ 20,942$ 13,302$ 20,202$ 14,209$ MOB avg. sq. ft. during period 11,506 11,527 11,380 11,315 11,315 Managed senior living communities avg. units during period 8,716 8,585 8,571 8,596 8,585 MOB building improvements per avg. sq. ft. during period 0.33$ 0.41$ 0.17$ 0.39$ 0.20$ Managed senior living communities capital improvements per avg. unit during period 521$ 306$ 422$ 367$ 356$ (1) MOB tenant improvements generally include capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space. (2) MOB leasing costs generally include leasing related costs, such as brokerage commissions and other tenant inducements. (3) MOB building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. (4) Development, redevelopment and other activities generally include (i) capital expenditures that are identified at the time of a property acquisition and incurred within a short period after acquiring the property and (ii) capital expenditure projects that reposition a property or result in new sources of revenue. (5) During the three and nine months ended September 30, 2016, we invested $5.3 million and $21.4 million, respectively, in revenue producing capital improvements at certain of our triple net leased senior living communities, and as a result, annual rent payable to us will increase by approximately $0.4 million and $1.7 million, respectively, pursuant to the terms of certain of our leases. These capital improvement amounts are not included in the table above. For the Three Months Ended SUMMARY OF CAPITAL EXPENDITURES (dollars and sq. ft. in thousands, except per sq. ft. and unit data)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 P R O P E R T Y A C Q U I S I T I O N S / D I S P O S I T I O N S I N F O R M A T I O N S I N C E J A N U A R Y 1 , 2 0 1 6 20 Triple Net Leased Senior Living Acquisitions: Weighted Purchase Initial Average Date Number of Number of Purchase Price Lease / Cap Remaining Acquired Location Type of Property Properties Buildings Units Price (1) Per Unit Rate (2) Lease Term (3) Tenant 6/29/2016 4 States Assisted Living 7 7 545 112,350$ 206$ 7.5% 12.5 Five Star Total / Weighted Average: Triple Net Leased Senior Living Acquisitions 7 7 545 112,350$ 206$ 7.5% 12.5 Managed Senior Living Acquisitions: Purchase Initial Date Number of Number of Purchase Price Lease / Cap Acquired Location Type of Property Properties Buildings Units Price (1) Per Unit Rate (2) Tenant 5/1/2016 Acworth, GA Assisted Living 1 1 38 8,400$ 221$ 8.2% Our TRS Total / Weighted Average: Managed Senior Living Acquisitions 1 1 38 8,400$ 221$ 8.2% MOB Acquisitions: Weighted Purchase Average Date Number of Number of Purchase Price Cap Remaining Acquired Properties Buildings Sq. Ft. Price (2) per Sq. Ft. Rate (2) Lease Term (3) Occupancy (4) Major Tenant 2/10/2016 1 3 128 22,700$ 177$ 8.3% 6.5 99.0% North Memorial Health Care 5/4/2016 1 1 166 45,000 271 15.9% 15.0 100.0% Nanotherapeutics, Inc. 10/6/2016 1 1 96 18,500 193 8.2% 14.1 100.0% AtriCure, Inc. Total / Weighted Average: MOB Acquisitions 3 5 390 86,200$ 221$ 12.2% 12.6 Dispositions: Date Sold Location Type of Property Number of Properties Number of Buildings Sale Price (5) 3/22/2016 Fort Washington, PA Land Parcel — — 700$ 6/6/2016 Canonsburg, PA Skilled Nursing Facility 1 1 9,100 7/15/2016 Oklahoma City, OK MOB 4 4 20,150 9/29/2016 Pewaukee, WI Skilled Nursing Facility 1 1 248 Total Dispositions 6 6 30,198$ (1) (2) (3) Weighted average remaining lease term based on rental income at the time of acquisition. (4) Occupancy based on leasable square feet as of acquisition date. (5) Represents the gross contract sale price plus purchase price adjustments, if any, and excludes closing costs. Golden Valley, MN Represents the ratio of the estimated GAAP-based annual rental income, excluding the impact of above and below market lease amortization, less estimated annual property operating expenses, if any, and excluding depreciation and amortization expense, to the purchase price on the date of acquisition, including the principal amount of any assumed debt and excluding acquisition costs. Represents the purchase price, including assumed debt, if any, and excludes acquisition costs, amounts necessary to adjust assumed liabilities to their fair values and purchase price allocations to intangibles. Alachua, FL (dollars and sq. ft. in thousands, except per sq. ft. and unit data) Location PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2016 Mason, OH
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C A L C U L A T I O N A N D R E C O N C I L I A T I O N O F N E T O P E R A T I N G I N C O M E ( N O I ) A N D C A S H B A S I S N O I 21 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 9/30/2016 9/30/2015 Calculation of NOI and Cash Basis NOI: Revenues: Rental income 165,503$ 163,997$ 161,421$ 170,706$ 158,863$ 490,922$ 460,193$ Residents fees and services 98,480 97,370 96,954 96,813 96,412 292,803 271,061 Total revenues 263,983 261,367 258,375 267,519 255,275 783,725 731,254 Property operating expenses (103,347) (97,474) (97,949) (101,266) (96,927) (298,776) (276,313) Property net operating income (NOI): 160,636 163,893 160,426 166,253 158,348 484,949 454,941 Non-cash straight line rent adjustments (4,292) (4,745) (4,561) (4,300) (5,040) (13,598) (13,739) Lease value amortization (1,236) (1,303) (1,254) (599) (1,084) (3,795) (3,461) Lease termination fee amortization - - (42) (127) (244) (42) (512) Non-cash amortization included in property operating expenses (2) (199) (199) (199) (199) (204) (597) (204) Cash Basis NOI 154,909$ 157,646$ 154,370$ 161,028$ 151,776$ 466,917$ 437,025$ Reconciliation of Cash Basis NOI to Net Income: Cash Basis NOI 154,909$ 157,646$ 154,370$ 161,028$ 151,776$ 466,917$ 437,025$ Non-cash straight line rent adjustments 4,292 4,745 4,561 4,300 5,040 13,598 13,739 Lease value amortization 1,236 1,303 1,254 599 1,084 3,795 3,461 Lease termination fee amortization - - 42 127 244 42 512 Non-cash amortization included in property operating expenses (2) 199 199 199 199 204 597 204 Property NOI 160,636 163,893 160,426 166,253 158,348 484,949 454,941 Depreciation and amortization expense (72,344) (71,372) (71,223) (71,549) (70,016) (214,938) (186,234) General and administrative expense (12,107) (11,965) (10,863) (10,266) (10,316) (34,931) (32,563) Acquisition and certain other transaction related costs (824) (180) (439) (337) (742) (1,443) (6,517) Impairment of assets (4,578) (4,961) (7,390) (292) 98 (16,930) 98 Operating income 70,783 75,415 70,511 83,809 77,372 216,707 229,725 Dividend income 659 789 - 2,773 - 1,449 - Interest and other income 89 177 64 106 57 330 274 Interest expense (43,438) (41,118) (39,280) (38,043) (38,989) (123,837) (112,838) Loss on distribution to common shareholders of RMR common stock (3) - - - (38,437) - - - Loss on early extinguishment of debt (84) - (6) (425) (21) (90) (1,469) Income before income tax expense and equity in earnings (loss) of an investee 28,009 35,263 31,289 9,783 38,419 94,559 115,692 Income tax expense (119) (108) (94) (189) (146) (318) (385) Equity in earnings (loss) of an investee 13 17 77 (50) (24) 107 70 Income from continuing operations 27,903 35,172 31,272 9,544 38,249 94,348 115,377 Discontinued operations Loss from discontinued operations - - - - - - (350) Impairment of assets from discontinued operations - - - - - - (602) Income before gain on sale of properties 27,903 35,172 31,272 9,544 38,249 94,348 114,425 Gain on sale of properties - 4,061 - - - 4,061 - Net income 27,903$ 39,233$ 31,272$ 9,544$ 38,249$ 98,409$ 114,425$ (1) (2) (3) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees, which are included in property operating expenses. See Definitions of Certain Non-GAAP Measures on page 27 for a definition of NOI and Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. For the Nine Months Ended CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI) AND CASH BASIS NOI (1) Amount represents a non-cash loss recorded as a result of the closing price of RMR common stock being lower than our carrying amount per share on the day we distributed RMR common stock to our shareholders. For the Three Months Ended (amounts in thousands)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C O N S O L I D A T E D A N D S A M E P R O P E R T Y N E T O P E R A T I N G I N C O M E ( N O I ) A N D C A S H B A S I S N O I 22 9/30/2016 9/30/2015 % Change 9/30/2016 9/30/2015 % Change NOI: Triple Net Leased Senior Living Communities (2) 66,473$ 64,222$ 3.5% 197,436$ 180,820$ 9.2% Managed Senior Living Communities (3) 23,717 24,429 (2.9% ) 74,221 66,883 11.0% MOB Portfolio (4) 65,867 65,128 1.1% 199,603 193,529 3.1% Non-Segment (5) 4,579 4,569 0.2% 13,689 13,709 (0.1% ) Total 160,636$ 158,348$ 1.4% 484,949$ 454,941$ 6.6% Cash Basis NOI: Triple Net Leased Senior Living Communities (2) 65,608$ 62,849$ 4.4% 194,252$ 178,145$ 9.0% Managed Senior Living Communities (3) 23,717 24,429 (2.9% ) 74,221 66,883 11.0% MOB Portfolio (4) 61,197 60,122 1.8% 185,333 178,868 3.6% Non-Segment (5) 4,387 4,376 0.3% 13,111 13,131 (0.2% ) Total 154,909$ 151,776$ 2.1% 466,917$ 437,027$ 6.8% 9/30/2016 9/30/2015 % Change 9/30/2016 9/30/2015 % Change NOI: Triple Net Leased Senior Living Communities (2) 64,038$ 63,241$ 1.3% 167,054$ 165,068$ 1.2% Managed Senior Living Communities (3) 24,034 24,741 (2.9% ) 62,649 61,009 2.7% MOB Portfolio (4) 63,721 64,135 (0.6%) 168,538 167,348 0.7% Non-Segment (5) 4,579 4,569 0.2% 13,689 13,709 (0.1% ) Total 156,372$ 156,686$ (0.2% ) 411,930$ 407,134$ 1.2% Cash Basis NOI: Triple Net Leased Senior Living Communities (2) 63,090$ 61,902$ 1.9% 166,779$ 164,320$ 1.5% Managed Senior Living Communities (3) 24,034 24,741 (2.9% ) 62,649 61,009 2.7% MOB Portfolio (4) 59,371 59,257 0.2% 156,825 155,018 1.2% Non-Segment (5) 4,387 4,376 0.3% 13,111 13,131 (0.2% ) Total 150,882$ 150,276$ 0.4% 399,364$ 393,478$ 1.5% (2) Includes triple net senior living communities that provide short term and long term residential care and dining services for residents. (3) Includes managed senior living communities that provide short term and long term residential care and dining services for residents. (4) Includes properties leased to MOBs. (5) Includes the operating results of certain properties that offer wellness, fitness and spa services to members. (6) Consists of properties owned continuously since July 1, 2015 and excludes properties classified as held for sale. (7) Consists of properties owned continuously since January 1, 2015 and excludes properties classified as held for sale. (1) See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and pages 23-24 for the calculations and reconciliations of NOI, cash basis NOI, same property NOI and same property cash basis NOI by segment from consolidated NOI by segment. (dollars in thousands) CONSOLIDATED NET OPERATING INCOME (NOI) AND CASH BASIS NOI (1) As of and For the Three Months Ended As of and For the Three Months Ended (6) (dollars in thousands) As of and For the Nine Months Ended SAME PROPERTY NOI AND CASH BASIS NOI (1) As of and For the Nine Months Ended (7)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C A L C U L A T I O N A N D R E C O N C I L I A T I O N O F N E T O P E R A T I N G I N C O M E ( N O I ) , C A S H B A S I S N O I , S A M E P R O P E R T Y N O I A N D S A M E P R O P E R T Y C A S H B A S I S N O I B Y S E G M E N T F O R T H E T H R E E M O N T H S E N D E D S E P T E M B E R 3 0 , 2 0 1 6 A N D 2 0 1 5 23 Calculation of NOI and Cash Basis NOI: Triple Net Leased Senior Living Communities Managed Senior Living Communities MOBs Non-Segment (2) Total Triple Net Leased Senior Living Communities Managed Senior Living Communities MOBs Non-Segment (2) Total Rental income / residents fees and services 66,520$ 98,480$ 94,404$ 4,579$ 263,983$ 64,222$ 96,412$ 90,072$ 4,569$ 255,275$ Property operating expenses (47) (74,763) (28,537) - (103,347) - (71,983) (24,944) - (96,927) Property net operating income (NOI) 66,473$ 23,717$ 65,867$ 4,579$ 160,636$ 64,222$ 24,429$ 65,128$ 4,569$ 158,348$ NOI change 3.5% (2.9%) 1.1% 0.2% 1.4% Property NOI 66,473$ 23,717$ 65,867$ 4,579$ 160,636$ 64,222$ 24,429$ 65,128$ 4,569$ 158,348$ Less: Non-cash straight line rent adjustments 865 - 3,290 137 4,292 1,373 - 3,530 138 5,041 Lease value amortization - - 1,181 55 1,236 - - 1,029 55 1,084 Lease termination fee amortization - - - - - - - 244 - 244 Non-cash amortization included in property operating expenses (3) - - 199 - 199 - - 203 - 203 Cash Basis NOI 65,608$ 23,717$ 61,197$ 4,387$ 154,909$ 62,849$ 24,429$ 60,122$ 4,376$ 151,776$ Cash Basis NOI change 4.4% (2.9%) 1.8% 0.3% 2.1% Reconciliation of NOI to Same Property NOI: Property NOI 66,473$ 23,717$ 65,867$ 4,579$ 160,636$ 64,222$ 24,429$ 65,128$ 4,569$ 158,348$ Less: NOI not included in same property 2,435 (317) 2,146 - 4,264 981 (312) 993 - 1,662 Same property NOI (4) 64,038$ 24,034$ 63,721$ 4,579$ 156,372$ 63,241$ 24,741$ 64,135$ 4,569$ 156,686$ Same property NOI change 1.3% (2.9%) (0.6%) 0.2% (0.2%) Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI (4) 64,038$ 24,034$ 63,721$ 4,579$ 156,372$ 63,241$ 24,741$ 64,135$ 4,569$ 156,686$ Less: Non-cash straight line rent adjustments 948 - 3,033 137 4,118 1,339 - 3,594 138 5,071 Lease value amortization - - 1,118 55 1,173 - - 968 55 1,023 Lease termination fee amortization - - - - - - - 117 - 117 Non-cash amortization included in property operating expenses (3) - - 199 - 199 - - 199 - 199 Same property cash basis NOI (4) 63,090$ 24,034$ 59,371$ 4,387$ 150,882$ 61,902$ 24,741$ 59,257$ 4,376$ 150,276$ Same property cash basis NOI change 1.9% (2.9%) 0.2% 0.3% 0.4% (2) Includes the operating results of certain properties that offer wellness, fitness and spa services to members. (4) Consists of properties owned continuously since July 1, 2015 and excludes properties classified as held for sale. (dollars in thousands) (3) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees, which are included in property operating expenses. (1) See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and Definitions of Certain Non-GAAP Financial Measures on page 27 for a definition of NOI and Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. For the Three Months Ended September 30, 2016 For the Three Months Ended September 30, 2015 CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI), CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT (1)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C A L C U L A T I O N A N D R E C O N C I L I A T I O N O F N E T O P E R A T I N G I N C O M E ( N O I ) , C A S H B A S I S N O I , S A M E P R O P E R T Y N O I A N D S A M E P R O P E R T Y C A S H B A S I S N O I B Y S E G M E N T F O R T H E N I N E M O N T H S E N D E D S E P T E M B E R 3 0 , 2 0 1 6 A N D 2 0 1 5 24 Calculation of NOI and Cash Basis NOI: Triple Net Leased Senior Living Communities Managed Senior Living Communities MOB Non-Segment (2) Total Triple Net Leased Senior Living Communities Managed Senior Living Communities MOBs Non-Segment (2) Total Rental income / residents fees and services 198,269$ 292,803$ 278,964$ 13,689$ 783,725$ 180,820$ 271,061$ 265,664$ 13,709$ 731,254$ Property operating expenses (833) (218,582) (79,361) - (298,776) - (204,178) (72,135) - (276,313) Property net operating income (NOI) 197,436$ 74,221$ 199,603$ 13,689$ 484,949$ 180,820$ 66,883$ 193,529$ 13,709$ 454,941$ NOI change 9.2% 11.0% 3.1% (0.1% ) 6.6% Property NOI 197,436$ 74,221$ 199,603$ 13,689$ 484,949$ 180,820$ 66,883$ 193,529$ 13,709$ 454,941$ Less: Non-cash straight line rent adjustments 3,184 - 10,002 412 13,598 2,675 - 10,651 412 13,738 Lease value amortization - - 3,629 166 3,795 - - 3,296 166 3,462 Lease termination fee amortization - - 42 - 42 - - 512 - 512 Non-cash amortization included in property operating expenses (3) - - 597 - 597 - - 203 - 203 Cash Basis NOI 194,252$ 74,221$ 185,333$ 13,111$ 466,917$ 178,145$ 66,883$ 178,867$ 13,131$ 437,026$ Cash Basis NOI change 9.0% 11.0% 3.6% (0.2% ) 6.8% Reconciliation of NOI to Same Property NOI: Property NOI 197,436$ 74,221$ 199,603$ 13,689$ 484,949$ 180,820$ 66,883$ 193,529$ 13,709$ 454,941$ Less: NOI not included in same property 30,382 11,572 31,065 - 73,019 15,752 5,874 26,181 - 47,807 Same property NOI (4) 167,054$ 62,649$ 168,538$ 13,689$ 411,930$ 165,068$ 61,009$ 167,348$ 13,709$ 407,134$ Same property NOI change 1.2% 2.7% 0.7% (0.1% ) 1.2% Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI (4) 167,054$ 62,649$ 168,538$ 13,689$ 411,930$ 165,068$ 61,009$ 167,348$ 13,709$ 407,134$ Less: Non-cash straight line rent adjustments 275 - 7,855 412 8,542 748 - 8,867 412 10,027 Lease value amortization - - 3,339 166 3,505 - - 3,134 166 3,300 Lease termination fee amortization - - - - - - - 153 - 153 Non-cash amortization included in property operating expenses (3) - - 519 - 519 - - 176 - 176 Same property cash basis NOI (4) 166,779$ 62,649$ 156,825$ 13,111$ 399,364$ 164,320$ 61,009$ 155,018$ 13,131$ 393,478$ Same property cash basis NOI change 1.5% 2.7% 1.2% (0.2% ) 1.5% (2) Includes the operating results of certain properties that offer wellness, fitness and spa services to members. (4) Consists of properties owned continuously since January 1, 2015 and excludes properties classified as held for sale. (3) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees, which are included in property operating expenses. (1) See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and Definitions of Certain Non-GAAP Financial Measures on page 27 for a definition of NOI and Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI), CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT (1) (dollars in thousands) For the Nine Months Ended September 30, 2016 For the Nine Months Ended September 30, 2015
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C A L C U L A T I O N A N D R E C O N C I L I A T I O N O F E B I T D A A N D A D J U S T E D E B I T D A 25 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 9/30/2016 9/30/2015 Net income 27,903$ 39,233$ 31,272$ 9,544$ 38,249$ 98,409$ 114,425$ Interest expense 43,438 41,118 39,280 38,043 38,989 123,837 112,838 Income tax expense 119 108 94 189 146 318 385 Depreciation and amortization expense from continuing operations 72,344 71,372 71,223 71,549 70,016 214,938 186,234 EBITDA 143,804 151,831 141,869 119,325 147,400 437,502 413,882 General and administrative expense paid in common shares (3) 867 750 518 226 239 2,134 2,648 Acquisition and certain other transaction related costs 824 180 439 337 742 1,443 6,517 Impairment of assets from continuing operations 4,578 4,961 7,390 292 (98) 16,930 (98) Loss on distribution to common shareholders of RMR common stock (4) - - - 38,437 - - - Loss on early extinguishment of debt from continuing operations 84 - 6 425 21 90 1,469 Gain on sale of properties - (4,061) - - - (4,061) - Impairment of assets from discontinued operations - - - - - - 602 Adjusted EBITDA 150,157$ 153,661$ 150,222$ 159,042$ 148,304$ 454,038$ 425,020$ (1) (2) (3) (4) Amount represents a non-cash loss recorded as a result of the closing price of RMR common stock being lower than our carrying amount per share on the day we distributed RMR common stock to our shareholders. (amounts in thousands) For the Three Months Ended For the Nine Months Ended CALCULATION AND RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (1) (2) Amounts represent the portion of business management fees that were payable in our common shares as well as equity compensation awarded to our trustees, officers and certain other employees of The RMR Group LLC. Beginning June 1, 2015, all business management fees are paid in cash. See Definitions of Certain Non-GAAP Financial Measures on page 27 for a definition of EBITDA and Adjusted EBITDA and a description of why we believe they are appropriate supplemental measures. Effective as of the quarter ended June 30, 2016, we changed our calculation of Adjusted EBITDA to no longer include adjustments for estimated percentage rent. Historically, when calculating Adjusted EBITDA, we estimated an amount of percentage rental income for each of the first three quarters of the year and then, in the fourth quarter, excluded the amounts that had been included in the first three quarters. In calculating net income in accordance with GAAP, we recognize percentage rental income for the full year in the fourth quarter, which is when all contingencies are met and the income is earned. Adjusted EBITDA for historical periods has been restated to be comparable with the current period calculation.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 C A L C U L A T I O N A N D R E C O N C I L I A T I O N O F F U N D S F R O M O P E R A T I O N S ( F F O ) A N D N O R M A L I Z E D F F O 26 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 9/30/2016 9/30/2015 Net income 27,903$ 39,233$ 31,272$ 9,544$ 38,249$ 98,409$ 114,425$ Depreciation and amortization expense 72,344 71,372 71,223 71,549 70,016 214,938 186,234 Gain on sale of properties - (4,061) - - - (4,061) - Impairment of assets from continuing operations 4,578 4,961 7,390 292 (98) 16,930 (98) Impairment of assets from discontinued operations - - - - - - 602 FFO 104,825 111,505 109,885 81,385 108,167 326,216 301,163 Acquisition and certain other transaction related costs 824 180 439 337 742 1,443 6,517 Loss on distribution to common shareholders of RMR common stock (3) - - - 38,437 - - - Loss on early extinguishment of debt 84 - 6 425 21 90 1,469 Normalized FFO 105,733$ 111,685$ 110,330$ 120,584$ 108,930$ 327,749$ 309,149$ Weighted average common shares outstanding (basic) 237,347 237,325 237,315 237,313 237,263 237,329 231,454 Weighted average common shares outstanding (diluted) 237,396 237,363 237,329 237,320 237,293 237,369 231,486 Net income per common share (basic and diluted) 0.12$ 0.17$ 0.13$ 0.04$ 0.16$ 0.41$ 0.49$ FFO per common share (basic and diluted) 0.44$ 0.47$ 0.46$ 0.34$ 0.46$ 1.37$ 1.30$ Normalized FFO per common share (basic and diluted) 0.45$ 0.47$ 0.46$ 0.51$ 0.46$ 1.38$ 1.34$ (1) (2) (3) Amounts represent a non-cash loss recorded as a result of the closing price of RMR common stock being lower than our carrying amount per share on the day we distributed RMR common stock to our shareholders. (amounts in thousands, except per share data) For the Three Months Ended For the Nine Months Ended Effective as of the quarter ended June 30, 2016, we changed our calculation of Normalized FFO to no longer include adjustments for estimated percentage rent. Historically, when calculating Normalized FFO, we estimated an amount of percentage rental income for each of the first three quarters of the year and then, in the fourth quarter, excluded the amounts that had been included in the first three quarters. In calculating net income in accordance with GAAP, we recognize percentage rental income for the full year in the fourth quarter, which is when all contingencies are met and the income is earned. Normalized FFO for historical periods has been restated to be comparable with the current period calculation. CALCULATION AND RECONCILIATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO (1) (2) See Definitions of Certain Non-GAAP Financial Measures on page 27 for a definition of FFO and Normalized FFO, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 D E F I N I T I O N S O F C E R T A I N N O N - G A A P F I N A N C I A L M E A S U R E S 27 NOI and Cash Basis NOI 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 our property level results of operations. We calculate NOI and Cash Basis NOI as shown on page 21. We define NOI as income from our real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions because we record those amounts as depreciation and amortization. We define 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. We consider 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 our properties. We use NOI and Cash Basis NOI internally to evaluate individual and company wide property level performance, and we believe that NOI and Cash Basis NOI provide useful information to investors regarding our 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 our operating performance between periods and with other REITs. NOI and Cash Basis NOI do not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income and operating income as presented in our Condensed Consolidated Statements of Income. Other REITs and real estate companies may calculate NOI and Cash Basis NOI differently than we do. EBITDA and Adjusted EBITDA We calculate EBITDA and Adjusted EBITDA as shown on page 25. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our operating performance, along with net income and operating income. We believe that EBITDA and Adjusted EBITDA provide useful information to investors because by excluding the effects of certain historical amounts, such as interest, depreciation and amortization expense, EBITDA and Adjusted EBITDA may facilitate a comparison of current operating performance with our past operating performance. EBITDA and Adjusted EBITDA do not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income or operating income as an indicator of operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income and operating income as presented in our Condensed Consolidated Statements of Income. Other REITs and real estate companies may calculate EBITDA and Adjusted EBITDA differently than we do. FFO and Normalized FFO We calculate FFO and Normalized FFO as shown on page 26. FFO is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or NAREIT, which is net income, calculated in accordance with GAAP, excluding any gain or loss on sale of properties and impairment of real estate assets, plus real estate depreciation and amortization, as well as certain other adjustments currently not applicable to us. Our calculation of Normalized FFO differs from NAREIT's definition of FFO because we include 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 our core operating performance and the uncertainty as to whether any such business management incentive fees will ultimately be payable when all contingencies for determining any such fees are determined at the end of the calendar year, and we exclude acquisition and certain other transaction related costs such as legal and professional fees associated with our acquisition and disposition activities and gains and losses on early extinguishment of debt, if any. We consider FFO and Normalized FFO to be appropriate supplemental measures of operating performance for a REIT, along with net income and operating income. We believe that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO may facilitate a comparison of our operating performance between periods and with other REITs. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our revolving credit facility and term loan agreements and our public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs and availability of cash to pay our obligations. FFO and Normalized FFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income and operating income as presented in our Condensed Consolidated Statements of Income. Other REITs and real estate companies may calculate FFO and Normalized FFO differently than we do. DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
Tenant: GN Hearing Care Corporation 48,911 Sq. Ft. Glenview, IL PORTFOLIO INFORMATION 28
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 P O R T F O L I O S U M M A R Y B Y P R O P E R T Y M I X A N D G E O G R A P H I C D I V E R S I F I C A T I O N 29 Independent Living 28% Assisted Living 25% MOBs 41% SNFs 3% Wellness Centers 3% Property Mix (based on Q3 2016 NOI)(1) MA 14% CA 10% FL 10% TX 7% GA 5% MD 4% WI 4% NC 3% VA 3% NY 3% 32 Other States + D.C. 37% Geographic Diversification (based on 9/30/16 Gross Book Value of Real Estate Assets)(2) PORTFOLIO SUMMARY BY PROPERTY MIX AND GEOGRAPHIC DIVERSIFICATION (1) See Page 21 for the calculation of consolidated NOI and a reconciliation of that amount to net income determined in accordance with GAAP. (2) Gross book value of real estate assets is real estate properties at cost, before depreciation and purchase price allocations, less impairment writedowns, if any. Excludes gross book value of real estate assets for one MOB (one building) and one senior living community classified as held for sale as of September 30, 2016 totaling approximately $3.6 million, which are included in other assets in our condensed consolidated balance sheets.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 P O R T F O L I O S U M M A R Y B Y P R O P E R T Y T Y P E A N D T E N A N T 30 Number of Investment Number of Units / Beds Carrying Value of % of Total per Unit / Bed % of Q3 2016 Properties or Square Feet Investment (1) Investment or Square Foot (2) Q3 2016 NOI (3) Total NOI (3) Property Type: Independent living (4) 68 16,441 2,264,237$ 29.6% 137,719$ 46,100$ 28.7% Assisted living (4) 195 14,319 1,977,679 25.8% 138,116$ 39,959 24.9% Skilled nursing facilities (4) 39 4,131 182,999 2.4% 44,299$ 4,213 2.6% Subtotal senior living communities 302 34,891 4,424,915 57.8% 126,821$ 90,272 56.2% MOBs (5) 119 11,400,789 sq. ft. 3,062,987 39.9% 269$ 65,835 41.0% Wellness centers 10 812,000 sq. ft. 180,017 2.3% 222$ 4,579 2.8% Total 431 7,667,919$ 100.0% 160,686$ 100.0% Tenant / Operator / Managed Properties: Five Star 183 20,061 2,270,664$ 29.7% 113,188$ 50,336$ 31.5% Sunrise Senior Living / Marriott (6) 4 1,619 126,326 1.6% 78,027$ 3,132 1.9% Brookdale Senior Living 18 894 64,766 0.8% 72,445$ 1,813 1.1% 11 private senior living companies (combined) 29 3,520 506,246 6.6% 143,820$ 11,274 6.9% Subtotal triple net leased senior living communities 234 26,094 2,968,002 38.7% 113,743$ 66,555 41.4% Managed senior living communities (7) 68 8,797 1,456,913 19.1% 165,615$ 23,717 14.8% Subtotal senior living communities 302 34,891 4,424,915 57.8% 126,821$ 90,272 56.2% MOBs (5) 119 11,400,789 sq. ft. 3,062,987 39.9% 269$ 65,835 41.0% Wellness centers 10 812,000 sq. ft. 180,017 2.3% 222$ 4,579 2.8% Total 431 7,667,919$ 100.0% 160,686$ 100.0% (1) (2) (3) (4) (5) (6) Marriott International, Inc., or Marriott, guarantees the lessee's obligations under these leases. (7) These senior living communities are managed by Five Star and another third party private operator for our account and include properties leased to our TRSs. (dollars in thousands, except investment per unit / bed or square foot) These 119 MOB properties are comprised of 145 buildings. Our MOB leases include some triple net leases where, in addition to paying fixed rents, the tenants assume the obligation to operate and maintain the properties at their expense, and some net and modified gross leases where we are responsible for the operation and maintenance of the properties, and we charge tenants for some or all of the property operating costs. A small percentage of our MOB leases are so-called "full-service" leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs. Amounts are before depreciation, but after impairment write downs, if any. Amounts exclude gross book value of real estate assets for one MOB (one building) and one senior living community classified as held for sale as of September 30, 2016 totaling approximately $3.6 million, which are included in other assets in our condensed consolidated balance sheets. As of September 30, 2016 PORTFOLIO SUMMARY BY PROPERTY TYPE AND TENANT See page 21 for the calculation of consolidated NOI and a reconciliation of that amount to net income determined in accordance with GAAP. Excludes NOI from properties that were sold or earned from properties prior to the transfer of operations to one of our taxable REIT subsidiaries, or TRSs, during the period presented. Senior living communities are categorized by the type of living units or beds which constitute a majority of the living units or beds at the community. Represents investment carrying value divided by the number of living units, beds or rentable square feet at September 30, 2016.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 O C C U P A N C Y B Y P R O P E R T Y T Y P E A N D T E N A N T 31 6/30/2016 3/31/2016 12/31/2015 9/30/2015 6/30/2015 Property Type: Independent living 86.9% 87.1% 87.3% 87.4% 87.6% Assisted living 86.6% 86.8% 86.9% 87.0% 87.1% Skilled nursing facilities 78.7% 78.6% 78.7% 79.1% 79.4% Weighted average occupancy senior living communities 85.8% 86.0% 86.1% 86.2% 86.4% MOBs (3) 95.9% 95.8% 96.4% 96.0% 96.4% Wellness centers 100.0% 100.0% 100.0% 100.0% 100.0% Tenant / Managed Properties: Five Star 84.2% 84.4% 84.5% 84.8% 84.9% Sunrise Senior Living / Marriott (4) 90.3% 90.3% 90.6% 91.4% 92.2% Brookdale Senior Living 86.6% 87.9% 89.3% 90.9% 92.5% 11 private senior living companies (combined) 88.4% 88.1% 87.6% 87.2% 86.1% Weighted average occupancy triple net leased senior living communities 85.3% 85.4% 85.4% 85.6% 85.8% Managed senior living communities (5) 87.5% 87.8% 88.1% 88.2% 88.4% Weighted average occupancy senior living communities 85.8% 86.0% 86.1% 86.2% 86.4% MOBs (3) 95.9% 95.8% 96.4% 96.0% 96.4% Wellness centers 100.0% 100.0% 100.0% 100.0% 100.0% (1) Excludes operating data from properties that were sold during the periods presented. (2) Operating data for multi-tenant MOBs are presented as of the end of the period shown; operating data for other tenants are presented for the 12 month period ended on the dates shown, or the most recent prior 12 month period for which tenant and manager operating results are available to us. (3) MOB occupancy data is as of quarter end and includes (i) space being fitted out for occupancy pursuant to existing leases and (ii) space which is leased but is not occupied or is being offered for sublease by tenants. MOB occupancy as of September 30, 2016 was 95.9% . (4) Marriott guarantees the lessee's obligations under these leases. (5) All tenant operating data presented are based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. Excludes historical data for periods prior to our ownership of certain properties. For the Twelve Months Ended (2) OCCUPANCY BY PROPERTY TYPE AND TENANT (1) These senior living communities are managed by Five Star and another third party private operator and include properties leased to our TRSs. Occupancy for the 12 month period ended or, if shorter, from the date of acquisition through September 30, 2016, was 87.3% .
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 R E N T C O V E R A G E B Y T E N A N T (TRIPLE NET LEASED SENIO R L I V I N G C O M M U N I T I E S A N D W E L L N E S S C E N T E R S ) 32 6/30/2016 3/31/2016 12/31/2015 9/30/2015 6/30/2015 Five Star 1.23x 1.22x 1.23x 1.23x 1.22x Sunrise Senior Living / Marriott (2) 1.94x 1.93x 1.94x 1.98x 1.98x Brookdale Senior Living 2.71x 2.76x 2.81x 2.77x 2.71x 11 private senior living companies (combined) 1.25x 1.29x 1.35x 1.46x 1.70x Weighted average rent coverage senior living communities 1.33x 1.33x 1.34x 1.35x 1.36x Wellness centers 2.03x 1.90x 1.91x 1.93x 1.94x Total 1.37x 1.37x 1.38x 1.39x 1.40x (1) (2) Marriott guarantees the lessee's obligations under these leases. All tenant operating data presented are based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. Excludes historical data for periods prior to our ownership of certain properties. Rent coverage is calculated as operating cash flows from our tenants' facility operations, before subordinated charges, if any, divided by rent payable to us. Excludes operating data from properties that were sold during the periods presented. Tenant RENT COVERAGE BY TENANT (TRIPLE NET LEASED SENIOR LIVING COMMUNITIES AND WELLNESS CENTERS) (1) For the Twelve Months Ended
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 TRIPLE NET LEASED SENIOR LIVING C O M M U N I T I E S S E G M E N T A N D S A M E P R O P E R T Y – R E S U L T S O F O P E R A T I O N S 33 2016 2015 2016 2015 Number of Properties 234 232 234 232 Number of Units 26,094 26,231 26,094 26,231 Occupancy (2) 85.3% 85.8% 85.3% 85.8% Rent Coverage (2) 1.33x 1.36x 1.33x 1.36x Rental Income 66,520$ 64,222$ 198,269$ 180,820$ NOI (3) 66,473$ 64,222$ 197,436$ 180,820$ Cash Basis NOI (3) 65,608$ 62,849$ 194,252$ 178,145$ NOI % change 3.5% 9.2% Cash Basis NOI % change 4.4% 9.0% 2016 (4) 2015 (4) 2016 (5) 2015 (5) Number of Properties 226 226 209 209 Number of Units 25,465 25,465 23,509 23,509 Occupancy (2) 85.2% 85.8% 84.6% 85.7% Rent Coverage (2) 1.33x 1.36x 1.35x 1.36x Rental Income 64,038$ 63,241$ 167,054$ 165,068$ NOI (3) 64,038$ 63,241$ 167,054$ 165,068$ Cash Basis NOI (3) 63,090$ 61,902$ 166,779$ 164,320$ NOI % change 1.3% 1.2% Cash Basis NOI % change 1.9% 1.5% (1) Includes independent and assisted living communities and SNFs. (2) (3) (4) Consists of triple net leased senior living communities owned continuously since July 1, 2015. (5) Consists of triple net leased senior living communities owned continuously since January 1, 2015. As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, TRIPLE NET LEASED SENIOR LIVING COMMUNITIES SEGMENT - RESULTS OF OPERATIONS (1) (dollars in thousands) All tenant operating data presented are based upon the operating results provided by our tenants for the 12 months ended June 30, 2016 and 2015 or for the most recent prior period for which tenant operating results are available to us. Rent coverage is calculated as operating cash flows from our triple net leased tenants’ operations, before subordinated charges, if any, divided by triple net lease minimum rents payable to us. We have not independently verified tenant operating data. Excludes historical data for periods prior to our ownership of certain properties as well as for properties sold during the periods presented. See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and pages 23-24 for the calculations and reconciliations of NOI, cash basis NOI, same property NOI and same property cash basis NOI by segment from consolidated NOI by segment. TRIPLE NET LEASED SENIOR LIVING COMMUNITIES SAME PROPERTY - RESULTS OF OPERATIONS (1) (dollars in thousands) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30,
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 M A N A G E D S E N I O R L I V I N G C O M M U N I T I E S S E G M E N T A N D S A M E P R O P E R T Y – R E S U L T S O F O P E R A T I O N S 34 2016 2015 2016 2015 Number of Properties (1) 68 65 68 65 Number of Units (1) 8,797 8,606 8,797 8,606 Occupancy 86.7% 87.7% 87.2% 87.8% Average Monthly Rate 4,208$ 4,161$ 4,251$ 4,224$ Average Monthly Rate % Growth 1.1% -- 0.6% -- Residents Fees and Services 98,480$ 96,412$ 292,803$ 271,061$ Property Operating Expenses (74,763) (71,983) (218,582) (204,178) NOI (2) 23,717$ 24,429$ 74,221$ 66,883$ NOI Margin % (3) 24.1% 25.3% 25.3% 24.7% NOI % Change (2.9% ) 11.0% 2016 (4) 2015 (4) 2016 (5) 2015 (5) Number of Properties 65 65 46 46 Number of Units 8,496 8,496 7,217 7,217 Occupancy 87.2% 87.8% 86.9% 87.4% Average Monthly Rate 4,229$ 4,171$ 4,340$ 4,279$ Average Monthly Rate % Growth 1.4% -- 1.4% -- Residents Fees and Services 96,415$ 96,206$ 248,621$ 248,223$ Property Operating Expenses (72,381) (71,465) (185,972) (187,214) NOI (2) 24,034$ 24,741$ 62,649$ 61,009$ NOI Margin % (3) 24.9% 25.7% 25.2% 24.6% NOI % Change (2.9% ) 2.7% (1) Includes only those managed senior living communities owned and managed for our account during the periods presented. (2) (3) NOI margin % is defined as NOI as a percentage of residents fees and services. (4) (5) Consists of managed senior living communities owned and managed for our account continuously since July 1, 2015 and excludes communities classified as held for sale. Consists of managed senior living communities owned and managed for our account continuously since January 1, 2015 and excludes communities classified as held for sale. As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, MANAGED SENIOR LIVING COMMUNITIES SAME PROPERTY - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate) See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and pages 23-24 for the calculations and reconciliations of NOI, cash basis NOI, same property NOI and same property cash basis NOI by segment from consolidated NOI by segment. MANAGED SENIOR LIVING COMMUNITIES SEGMENT - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate)
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 M O B P O R T F O L I O S E G M E N T A N D S A M E P R O P E R T Y - R E S U L T S O F O P E R A T I O N S 35 2016 2015 2016 2015 Number of Properties 119 121 119 121 Number of Buildings 145 145 145 145 Square Feet (1) 11,401 11,315 11,401 11,315 Occupancy (2) 95.9% 96.0% 95.9% 96.0% Rental Income (3) 94,404$ 90,072$ 278,964$ 265,664$ NOI (4) 65,867$ 65,128$ 199,603$ 193,529$ Cash Basis NOI (4) 61,197$ 60,122$ 185,333$ 178,868$ NOI Margin % (5) 69.8% 72.3% 71.6% 72.8% Cash Basis NOI Margin % (6) 68.0% 70.5% 69.9% 71.2% NOI % Change 1.1% 3.1% Cash Basis NOI % Change 1.8% 3.6% 2016 (7) 2015 (7) 2016 (8) 2015 (8) Number of Properties 116 116 93 93 Number of Buildings 140 140 117 117 Square Feet (1) 11,041 11,040 8,872 8,870 Occupancy (2) 96.3% 96.0% 95.4% 95.0% Rental Income (3) 91,536$ 88,918$ 240,441$ 234,791$ NOI (4) 63,721$ 64,135$ 168,538$ 167,348$ Cash Basis NOI (4) 59,371$ 59,257$ 156,825$ 155,018$ NOI Margin % (5) 69.6% 72.1% 70.1% 71.3% Cash Basis NOI Margin % (6) 67.9% 70.3% 68.4% 69.6% NOI % Change (0.6% ) 0.7% Cash Basis NOI % Change 0.2% 1.2% (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) (3) Includes some triple net lease rental income. (4) (5) NOI margin % is defined as NOI as a percentage of rental income. (6) (7) Consists of MOBs owned continuously since July 1, 2015 and excludes properties classified as held for sale. (8) Consists of MOBs owned continuously since January 1, 2015 and excludes properties classified as held for sale. Cash basis NOI margin % is defined as cash basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straight line rent adjustments, lease value amortization and lease termination fee amortization, if any. MOB PORTFOLIO SEGMENT - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, As of and For the Nine Months Ended September 30, MOB PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended September 30, Occupancy includes (i) space being fitted out for occupancy pursuant to existing leases and (ii) space which is leased but is not occupied or is being offered for sublease by tenants. See page 21 for the calculation of NOI and a reconciliation of that amount to net income determined in accordance with GAAP, and pages 23-24 for the calculations and reconciliations of NOI, cash basis NOI, same property NOI and same property cash basis NOI by segment from consolidated NOI by segment.
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 M O B L E A S I N G S U M M A R Y 36 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Properties 119 123 122 121 121 Buildings 145 149 148 145 145 Total sq. ft. (1) 11,401 11,610 11,444 11,316 11,315 Occupancy (2) 95.9% 95.9% 95.8% 96.4% 96.0% Leasing Activity (sq. ft.): New leases 54 46 34 115 10 Renewals 139 137 309 99 144 Total 193 183 343 214 154 Rent Rate on New and Renewed Leases New leases 30.42$ 32.62$ 27.59$ 27.72$ 26.49$ Renewals 37.42$ 32.12$ 14.00$ 20.34$ 23.02$ Average net annual rent 35.48$ 32.24$ 15.34$ 24.31$ 23.24$ Leasing Costs and Concession Commitments (3): New leases 2,261$ 1,441$ 804$ 9,021$ 537$ Renewals 2,709 1,692 2,058 1,266 2,290 Total 4,970$ 3,133$ 2,862$ 10,287$ 2,827$ Leasing Costs and Concession Commitments per Sq. Ft. (3): New leases 42.26$ 31.14$ 23.78$ 78.25$ 55.90$ Renewals 19.53$ 12.39$ 6.66$ 12.79$ 15.89$ All new and renewed leases 25.85$ 17.13$ 8.35$ 48.02$ 18.40$ Weighted Average Lease Term (years) (4): New leases 7.6 5.8 5.0 13.4 9.6 Renewals 6.8 5.3 6.5 7.0 6.1 All new and renewed leases 7.0 5.4 6.2 10.9 6.3 Leasing Costs and Concession Commitments per Sq. Ft. per Year (3): New leases 5.56$ 5.40$ 4.80$ 5.84$ 5.84$ Renewals 2.89$ 2.33$ 1.03$ 1.83$ 2.61$ All new and renewed leases 3.72$ 3.15$ 1.34$ 4.40$ 2.90$ (1) Sq. ft. measurements are subject to modest changes when space is re-measured or re-configured for new tenants. (2) Occupancy includes (i) space being fitted out for occupancy pursuant to existing leases and (ii) space which is leased but is not occupied or is being offered for sublease by tenants. (3) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. (4) Weighted based on annualized rental income pursuant to existing leases as of September 30, 2016, including straight line rent adjustments and estimated recurring expense reimbursements and excluding lease value amortization. The above leasing summary is based on leases entered into during the periods indicated. MOB LEASING SUMMARY (dollars and sq. ft. in thousands, except per sq. ft. data) As of and For the Three Months Ended
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 T E N A N T S R E P R E S E N T I N G 1 % O R M O R E O F T O T A L R E N T 37 % of Annualized Annualized Rental Facility Type Rental Income (1) Income (1) Expiration 1 Five Star Senior living 206,982$ 27.4% 2024 - 2032 2 Vertex Pharmaceuticals, Inc. MOB 92,096 12.2% 2028 3 Aurora Health Care, Inc. MOB 16,896 2.2% 2024 4 Sunrise Senior Living, Inc. / Marriott Senior living 14,769 2.0% 2018 5 Pacifica Senior Living Senior living 13,424 1.8% 2023 6 Cedars-Sinai Medical Center MOB 12,986 1.7% 2016 - 2025 7 Life Time Fitness, Inc. Wellness center 10,550 1.4% 2028 8 The Scripps Research Institute MOB 10,158 1.3% 2019 9 Brookdale Senior Living, Inc. Senior living 9,039 1.2% 2032 10 Medtronic, Inc. MOB 8,057 1.1% 2017 - 2020 11 HCA Holdings, Inc. MOB 8,024 1.1% 2018 - 2025 12 Reliant Medical Group, Inc. MOB 7,661 1.0% 2019 13 Nanotherapeutics, Inc. MOB 7,384 1.0% 2031 14 Starmark Holdings, LLC Wellness Center 7,546 1.0% 2023 All Other Tenants (2) 329,881 43.6% 2016 - 2035 Total Tenants 755,453$ 100.0% (1) (2) Includes NOI (three months ended September 30, 2016, annualized) from our managed senior living communities. Annualized rental income is based on rents pursuant to existing leases as of September 30, 2016. Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization at certain of the MOBs and wellness centers. TENANTS REPRESENTING 1% OR MORE OF TOTAL RENT (dollars in thousands) Tenant As of September 30, 2016
Senior Housing Properties Trust Supplemental Operating and Financial Data, September 30, 2016 P O R T F O L I O L E A S E E X P I R A T I O N S C H E D U L E 38 Year Senior Living Communities (2) MOBs Wellness Centers Total Percent of Total Annualized Rental Income Expiring Cumulative Percentage of Annualized Rental Income Expiring 2016 -$ 8,779$ -$ 8,779$ 1.2% 1.2% 2017 - 26,156 - 26,156 3.5% 4.7% 2018 14,769 25,070 - 39,839 5.3% 10.0% 2019 590 39,695 - 40,285 5.3% 15.3% 2020 - 30,970 - 30,970 4.1% 19.4% 2021 1,424 15,423 - 16,847 2.2% 21.6% 2022 - 14,991 - 14,991 2.0% 23.6% 2023 13,424 10,626 7,546 31,596 4.2% 27.8% 2024 68,706 36,487 - 105,193 13.9% 41.7% Thereafter (3) 272,377 157,870 10,550 440,797 58.3% 100.0% Total 371,290$ 366,067$ 18,096$ 755,453$ 100.0% Average remaining lease term for all properties (weighted by annualized rental income): 9.6 years Year Senior Living Communities (Units / Beds) (2) Percent of Total Living Units / Beds Expiring Cumulative Percentage of Total Living Units / Beds Expiring MOBs (Square Feet) Wellness Centers (Square Feet) Total Square Feet Percent of Total Square Feet Expiring Cumulative Percentage of Total Square Feet Expiring 2016 - 0.0% 0.0% 228,347 - 228,347 1.9% 1.9% 2017 - 0.0% 0.0% 942,781 - 942,781 8.0% 9.9% 2018 1,619 4.6% 4.6% 848,001 - 848,001 7.2% 17.1% 2019 175 0.5% 5.1% 1,271,794 - 1,271,794 10.8% 27.9% 2020 - 0.0% 5.1% 1,433,002 - 1,433,002 12.2% 40.1% 2021 361 1.0% 6.1% 467,156 - 467,156 4.0% 44.1% 2022 - 0.0% 6.1% 579,302 - 579,302 4.9% 49.0% 2023 644 1.8% 7.9% 749,779 354,000 1,103,779 9.4% 58.4% 2024 6,561 18.8% 26.7% 1,393,641 - 1,393,641 11.9% 70.3% Thereafter (3) 25,531 73.3% 100.0% 3,015,490 458,000 3,473,490 29.7% 100.0% Total 34,891 100.0% 10,929,293 812,000 11,741,293 100.0% (1) (2) (3) Includes 8,797 living units leased to our TRSs. Annualized rental income is based on rents pursuant to existing leases as of September 30, 2016. Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases; excludes lease value amortization at certain of our MOBs and wellness centers; and includes NOI (three months ended September 30, 2016, annualized) from our managed senior living communities. Includes leased and managed independent living communities, assisted living communities, continuing care retirement communities and SNFs. Includes NOI (three months ended September 30, 2016, annualized) from our managed senior living communities. Living Units / Beds Square Feet Number of Living Units / Beds or Square Feet with Leases Expiring PORTFOLIO LEASE EXPIRATION SCHEDULE (dollars in thousands) Annualized Rental Income (1) As of September 30, 2016
