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8-K Filing
Diversified Healthcare Trust (DHC) 8-KFinancial statements and exhibits
Filed: 1 May 03, 12:00am
Exhibit 99.1
FOR IMMEDIATE RELEASE | Contact: David J. Hegarty, President |
| or John R. Hoadley, Treasurer |
| (617) 796-8350 |
| www.snhreit.com |
SNH Announces Financial Results for the Quarter Ended March 31, 2003
Newton, MA (April 29, 2003): Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter ended March 31, 2003, as follows (in thousands, except per share data):
| Quarter Ended March 31, | ||||||
|
| 2003 |
| 2002 |
| ||
|
|
|
|
|
| ||
Total revenues |
| $ | 31,350 |
| $ | 28,707 |
|
Net income |
| 12,059 |
| 11,620 |
| ||
Funds from operations (FFO) |
| 21,472 |
| 17,857 |
| ||
Weighted average shares outstanding |
| 58,437 |
| 50,255 |
| ||
|
|
|
|
|
| ||
Per share data: |
|
|
|
|
| ||
Net income |
| $ | 0.21 |
| $ | 0.23 |
|
Funds from operations (FFO) |
| 0.37 |
| 0.36 |
| ||
Distributions declared |
| 0.31 |
| 0.31 |
|
The foregoing financial presentation for the 2003 period includes approximately $600,000 for litigation expenses in connection with lawsuits involving SNH and Marriott International, Inc. and HEALTHSOUTH Corporation. The subject matter of the Marriott litigation has been previously disclosed and the status of that matter is unchanged from prior disclosure. In January 2002, SNH entered an agreement with HEALTHSOUTH. Among other matters, this January 2002 agreement lowered the rent payable by HEALTHSOUTH for the lease of two hospitals in return for an extended lease term. This agreement was entered in part because of SNH’s reliance upon HEALTHSOUTH’s purported financial condition at that time. Since March 2003, the SEC has charged HEALTHSOUTH and some of its officers with accounting fraud resulting in over $2 billion in overstated assets and income. SNH reviewed the SEC charges and in April 2003, SNH commenced a lawsuit against HEALTHSOUTH to reform the 2002 agreement to reinstate HEALTHSOUTH’s previous contractual rent obligations, among other matters. The 2002 agreement between SNH and HEALTHSOUTH lowered the rent payable to SNH from $10.3 million/ year to $8.7 million/year.
Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that has investments in 142 senior housing properties located in 31 states.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THE FOREGOING PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR. FOR EXAMPLE, THE STATEMENT THAT SNH HAS COMMENCED LITIGATION TO INCREASE THE RENT PAYABLE BY HEALTHSOUTH FOR THE LEASE OF TWO HOSPITALS MAY IMPLY THAT THIS RENT WILL BE INCREASED. HOWEVER, DISCOVERY DURING LITIGATION AND DECISIONS BY JUDGES AND JURIES MAY CAUSE UNINTENDED RESULTS. ALSO, LITIGATION IS OFTEN EXPENSIVE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THESE FORWARD LOOKING STATEMENTS.
(end)
2
Senior Housing Properties Trust
Financial Information
(in thousands, except per share amounts)
|
| Quarter Ended March 31, |
| |||||
|
| 2003 |
| 2002 |
| |||
Revenues: |
|
|
|
|
| |||
Rental income |
| $ | 30,274 |
| $ | 26,535 |
| |
FF&E reserve income(1) |
| — |
| 1,664 |
| |||
Interest and other income(2) |
| 1,076 |
| 508 |
| |||
Total revenues |
| 31,350 |
| 28,707 |
| |||
Expenses: |
|
|
|
|
| |||
Interest |
| 7,146 |
| 7,382 |
| |||
Depreciation |
| 8,653 |
| 7,128 |
| |||
General and administrative |
| 2,789 |
| 1,854 |
| |||
Total |
| 18,588 |
| 16,364 |
| |||
Income from continuing operations before distributions on trust preferred securities |
| 12,762 |
| 12,343 |
| |||
Distributions on trust preferred securities |
| 703 |
| 703 |
| |||
Income from continuing operations |
| 12,059 |
| 11,640 |
| |||
Loss from discontinued operations |
| — |
| (20 | ) | |||
Net income |
| $ | 12,059 |
| $ | 11,620 |
| |
|
|
|
|
|
| |||
Calculation of funds from operations (FFO)(3): |
|
|
|
|
| |||
Income from continuing operations |
| $ | 12,059 |
| $ | 11,640 |
| |
Add: | Depreciation |
| 8,653 |
| 7,128 |
| ||
| Deferred percentage rent(4) |
| 760 |
| 753 |
| ||
Less: | FF&E reserve income(1) |
| — |
| (1,664 | ) | ||
FFO |
| $ | 21,472 |
| $ | 17,857 |
| |
Weighted average shares outstanding |
| 58,437 |
| 50,255 |
| |||
Per share data: |
|
|
|
|
| |||
Income from continuing operations |
| $ | 0.21 |
| $ | 0.23 |
| |
Net income |
| $ | 0.21 |
| $ | 0.23 |
| |
FFO |
| $ | 0.37 |
| $ | 0.36 |
| |
Distributions declared |
| $ | 0.31 |
| $ | 0.31 |
|
Balance Sheet Data:
|
| At |
| At |
| ||
Assets |
|
|
|
|
| ||
Real estate properties |
| $ | 1,300,833 |
| $ | 1,238,487 |
|
Accumulated depreciation |
| (133,692 | ) | (125,039 | ) | ||
|
| 1,167,141 |
| 1,113,448 |
| ||
Mortgage receivable |
| 6,051 |
| — |
| ||
Cash and cash equivalents |
| 14,286 |
| 8,654 |
| ||
Restricted cash |
| 10,907 |
| 12,364 |
| ||
Other assets |
| 20,675 |
| 23,734 |
| ||
Total assets |
| $ | 1,219,060 |
| $ | 1,158,200 |
|
Liabilities and Shareholders’ Equity |
|
|
|
|
| ||
Unsecured revolving credit facility(5) |
| $ | 158,000 |
| $ | 81,000 |
|
Senior unsecured notes due 2012, net of discount |
| 243,781 |
| 243,746 |
| ||
Secured debt and capital leases |
| 32,599 |
| 32,618 |
| ||
Total debt |
| 434,380 |
| 357,364 |
| ||
Other liabilities |
| 10,752 |
| 21,116 |
| ||
Total liabilities |
| 445,132 |
| 378,480 |
| ||
Trust preferred equity securities |
| 27,394 |
| 27,394 |
| ||
Shareholders’ equity |
| 746,534 |
| 752,326 |
| ||
Total liabilities and shareholders’ equity |
| $ | 1,219,060 |
| $ | 1,158,200 |
|
See accompanying notes on the following page.
3
Senior Housing Properties Trust
Notes to
Financial Information
1. One of our leases which began in January 2002 provided that a percentage of revenues at the leased properties be paid to us as additional rent and escrowed for future capital expenditures at the leased properties. Effective October 1, 2002, we amended this lease pursuant to which our tenant, Five Star, retains title to the FF&E escrow accounts while we have security and remainder interests in the escrow accounts. Accordingly, effective October 1, 2002, our revenues and net income no longer include FF&E reserve income. In order to facilitate comparison of FFO with historical results, the historical FFO presentation for the three months ended March 31, 2002, eliminates FF&E reserve income.
2. Included in interest and other income for the three months ended March 31, 2003, is a gain related to our sale of a promissory note for $750,000, which was previously carried at $0.
3. We compute FFO as shown in the calculation above. We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities, because it provides investors with an indication of a REIT’s operating performance and its ability to incur and service debt, make capital expenditures, pay distributions and fund other cash needs. FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by our board of trustees in determining the amount of distributions to shareholders.
4. We recognize percentage rental income received for the first, second and third quarters in the fourth quarter. Although recognition of revenue is deferred for purposes of calculating net income, the calculation of FFO includes amounts received with respect to periods shown.
5. On April 21, 2003, we repaid all outstanding amounts on our unsecured revolving credit facility, primarily with the proceeds of our issuance of $150 million of 7 7/8% senior unsecured notes due 2015.
4
Senior Housing Properties Trust
Additional Information
The following additional data is intended to respond
to frequently asked questions (dollars in thousands)
|
| # of |
| # of |
| Investment(1) |
| % of |
| Current |
| % of |
| ||
Facility Type |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Independent living communities(2) |
| 54 |
| 12,253 |
| $ | 1,005,230 |
| 76.9 | % | $ | 100,467 |
| 77.6 | % |
Skilled nursing facilities |
| 60 |
| 6,040 |
| 186,834 |
| 14.3 | % | 12,621 |
| 9.7 | % | ||
Hospitals |
| 2 |
| 364 |
| 43,553 |
| 3.3 | % | 8,700 |
| 6.7 | % | ||
Assisted living facilities |
| 26 |
| 1,272 |
| 71,267 |
| 5.5 | % | 7,735 |
| 6.0 | % | ||
Total |
| 142 |
| 19,929 |
| $ | 1,306,884 |
| 100.0 | % | $ | 129,523 |
| 100.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Tenant/Operator |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Five Star/Sunrise(3) |
| 31 |
| 7,476 |
| $ | 615,944 |
| 47.1 | % | $ | 63,000 |
| 48.6 | % |
Marriott/Sunrise(3) |
| 14 |
| 4,030 |
| 325,472 |
| 24.9 | % | 31,182 |
| 24.1 | % | ||
HEALTHSOUTH |
| 2 |
| 364 |
| 43,553 |
| 3.3 | % | 8,700 |
| 6.7 | % | ||
Alterra Healthcare |
| 23 |
| 1,076 |
| 67,051 |
| 5.1 | % | 7,499 |
| 5.8 | % | ||
Five Star #1 |
| 54 |
| 4,976 |
| 141,383 |
| 10.9 | % | 6,923 |
| 5.3 | % | ||
Five Star #2 |
| 9 |
| 747 |
| 63,814 |
| 4.9 | % | 6,285 |
| 4.9 | % | ||
Genesis Health Ventures |
| 1 |
| 156 |
| 13,007 |
| 1.0 | % | 1,496 |
| 1.1 | % | ||
Integrated Health Services |
| 1 |
| 140 |
| 15,598 |
| 1.2 | % | 1,200 |
| 1.0 | % | ||
4 private companies (combined) |
| 7 |
| 964 |
| 21,062 |
| 1.6 | % | 3,238 |
| 2.5 | % | ||
Total |
| 142 |
| 19,929 |
| $ | 1,306,884 |
| 100.0 | % | $ | 129,523 |
| 100.0 | % |
|
|
|
|
|
| Percentage of Operating Revenue Sources |
| ||||||||||||||
|
| Rent Coverage |
| Occupancy |
| Private Pay |
| Medicare |
| Medicaid |
| ||||||||||
Tenant Operating Statistics(4) |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
| 2003 |
| 2002 |
|
Five Star/Sunrise(3)(5) |
| 1.0 | x | 1.2 | x | 89 | % | 90 | % | 86 | % | 86 | % | 11 | % | 10 | % | 3 | % | 4 | % |
Marriott/Sunrise(3) |
| 1.2 | x | 1.5 | x | 88 | % | 88 | % | 83 | % | 84 | % | 13 | % | 13 | % | 4 | % | 4 | % |
HEALTHSOUTH(6) |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
|
Alterra Healthcare |
| 1.5 | x | 1.5 | x | 83 | % | 84 | % | 100 | % | 100 | % | — |
| — |
| — |
| — |
|
Five Star #1 |
| 2.6 | x | 2.6 | x | 89 | % | 88 | % | 21 | % | 22 | % | 21 | % | 21 | % | 58 | % | 57 | % |
Five Star #2 |
| 1.0 | x | 1.3 | x | 82 | % | 87 | % | 100 | % | 100 | % | — |
| — |
| — |
| — |
|
Genesis Health Ventures |
| 1.0 | x | 1.5 | x | 95 | % | 95 | % | 18 | % | 30 | % | 38 | % | 41 | % | 44 | % | 29 | % |
Integrated Health Services |
| 1.1 | x | 1.8 | x | 86 | % | 90 | % | 23 | % | 28 | % | 21 | % | 26 | % | 56 | % | 46 | % |
4 private companies (combined) |
| 1.9 | x | 2.1 | x | 89 | % | 86 | % | 23 | % | 22 | % | 17 | % | 23 | % | 60 | % | 55 | % |
(1) Includes owned real estate and a $6,051 mortgage investment secured by a first mortgage on five assisted living facilities.
(2) Properties where the majority of units are independent living apartments are classified as independent living communities.
(3) On March 28, 2003, Marriott International, Inc. sold its senior living division, Marriott Senior Living Services, Inc. (“MSLS”), to Sunrise Assisted Living, Inc. (“Sunrise”). Effective on that date, Sunrise became the manager of the 31 properties leased to Five Star Quality Care, Inc. (“Five Star”) and the tenant/manager of the 14 properties previously leased to MSLS. Marriott International continues to guarantee the lease for the 14 properties.
(4) All tenant operating statistics are calculated based upon the operating results for the three months ended March 31, for the period indicated, or the most recent three month period tenant operating results available to us from our tenants. Rent coverage is calculated as operating cash flow from our tenants’ facility operations, before subordinated charges and capital expenditure reserves, divided by rent payable to us.
(5) Rent coverage is after non-subordinated management fees of $4,028 and $4,242 in the 2003 and 2002 periods, respectively.
(6) On March 19, 2003, the SEC filed a complaint against HEALTHSOUTH, alleging that HEALTHSOUTH and certain of its officers committed fraud and violated various securities laws by overstating their historical earnings and assets. In March 2003, HEALTHSOUTH was notified of defaults under its bank credit facility, and in April 2003, HEALTHSOUTH defaulted on some of its public debt securities. The rent due to us on April 1, 2003 was paid to us on April 3, 2003, within the grace period allowed. In March 2003, HEALTHSOUTH issued a press release advising that its historical financial information should not be relied upon. Because we have reason to doubt the financial information we have from HEALTHSOUTH we have elected not to disclose any lease coverage information for this tenant.
5
Senior Housing Properties Trust
Additional Information
(dollars in thousands unless otherwise stated)
Leverage Ratios |
| March 31, |
| December 31, |
|
|
|
|
|
|
|
Total debt / Total assets |
| 35.6 | % | 30.9 | % |
Total debt / Real estate properties before depreciation |
| 33.4 | % | 28.9 | % |
Total debt / Total book capitalization |
| 35.9 | % | 31.4 | % |
Secured debt / Total debt |
| 7.5 | % | 9.1 | % |
Secured debt / Total assets |
| 2.7 | % | 2.8 | % |
Variable rate debt / Total debt(1) |
| 38.5 | % | 25.2 | % |
|
| Quarter Ended |
| ||||
Coverage Ratios |
| 2003 |
| 2002 |
| ||
|
|
|
|
|
| ||
Income from continuing operations |
| $ | 12,059 |
| $ | 11,640 |
|
Deferred percentage rent |
| 760 |
| 753 |
| ||
Interest expense(1) |
| 7,146 |
| 7,382 |
| ||
Trust preferred distributions |
| 703 |
| 703 |
| ||
Depreciation and amortization |
| 8,653 |
| 7,128 |
| ||
EBITDA |
| $ | 29,321 |
| $ | 27,606 |
|
|
|
|
|
|
| ||
EBITDA / Interest expense |
| 4.1 | x | 3.7 | x | ||
EBITDA / Interest expense + trust preferred distributions |
| 3.7 | x | 3.4 | x |
(1) Does not include impact of April 2003 repayment of credit facility largely with proceeds of issuance of $150 million of 7 7/8% senior unsecured notes due 2015.
6