8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2000 SENIOR HOUSING PROPERTIES TRUST (Exact name of registrant as specified in charter) Maryland 001-15319 04-3445278 (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification number) 400 Centre Street, Newton, Massachusetts 02458 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: 617-796-8350 Item 2. Acquisition or Disposition of Assets On October 31, 2000, Senior Housing Properties Trust, through its subsidiary SPTBROOK Properties Trust, completed the sale of four independent living properties for $123 million cash consideration to a designee of Brookdale Living Communities, Inc., the parent of the lessees of these properties, in a negotiated arms-length transaction. The four properties contain 829 independent living units and are located in Chicago, Illinois, Rochester, New York, East Mesa, Arizona and Spokane, Washington. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (b) Pro Forma Financial Information Introduction to Unaudited Pro Forma Consolidated Financial Statements...........................F-1 Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2000.........................F-2 Unaudited Pro Forma Consolidated Statement of Income for the Nine Months Ended September 30, 2000......................................................................F-3 Unaudited Pro Forma Consolidated Statement of Income for the Year Ended December 31, 1999.............................................................................F-4 Notes to Unaudited Pro Forma Consolidated Financial Statements..................................F-5
(c) Exhibits 2.1 Purchase and Sale Agreement dated July 26, 2000 by and between SPTBROOK Properties Trust, as Seller, and Brookdale Living Communities, Inc., as Purchaser. Item 7(b) Pro Forma Financial Information Senior Housing Properties Trust Introduction to Unaudited Pro Forma Consolidated Financial Statements The following unaudited pro forma consolidated balance sheet at September 30, 2000, of Senior Housing Properties Trust and consolidated subsidiaries ("Senior Housing") is intended to present the financial position of Senior Housing as if the sale of the four properties to Brookdale Living Communities, Inc. and related application of proceeds as described in the notes had been completed as of September 30, 2000. The following unaudited pro forma consolidated statements of income of Senior Housing are intended to present the results of operations of Senior Housing as if these transactions had been completed as of January 1, 1999. These unaudited pro forma consolidated financial statements are not necessarily indicative of what the actual consolidated financial position or results of operations of Senior Housing would have been as of the date or for the periods indicated, nor do they represent our expected consolidated financial position or results of operations for any future period. Differences would result from, among other considerations, future changes in Senior Housing's investments, changes in rent received, changes in interest rates, changes in operating income and expense or changes in the capital structure, as well as other factors discussed in the Annual Report and the Quarterly Report described below. These unaudited pro forma consolidated financial statements should be read in conjunction with, and are qualified in their entirety by reference to, the audited consolidated financial statements for the year ended December 31, 1999, included or incorporated by reference in Senior Housing's Annual Report on Form 10-K for such year and the unaudited consolidated financial statements for the periods ended September 30, 2000, included in Senior Housing's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. F-1
Senior Housing Properties Trust Unaudited Pro Forma Consolidated Balance Sheet September 30, 2000 (amounts in thousands, except per share amounts) Pro Forma Historical Adjustments Pro Forma ---------- ----------- --------- ASSETS Real estate properties, at cost Land $69,036 $(9,785)(A) $59,251 Buildings and improvements 632,404 (92,065)(A) 540,339 --------------- ------------------ ----------------- 701,440 (101,850) 599,590 Less accumulated depreciation (115,678) 8,671(A) (107,007) --------------- ------------------ ----------------- 585,762 (93,179) 492,583 Cash and cash equivalents 7,028 - 7,028 Investment in HRPT Properties Trust 7,125 - 7,125 Net investment in facilities' operations 23,902 - 23,902 Other assets 8,771 (2,534)(B) 6,237 --------------- ------------------ ----------------- $632,588 $(95,713) $536,875 =============== ================== ================= LIABILITIES AND SHAREHOLDERS' EQUITY Bank notes payable $201,000 $(123,000)(A) $78,000 Deferred rents 9,040 (148)(B) 8,892 Security deposits 235 - 235 Accrued expenses, other liabilities and deferred credit 24,126 - 24,126 Shareholders' equity Common shares of beneficial interest; $0.01 par value; 25,916,100 shares issued and outstanding 259 - 259 Additional paid-in capital 444,638 - 444,638 Cumulative net (loss) income (562) 27,435(C) 26,873 Cumulative distributions (46,773) - (46,773) Unrealized gain on investment in HRPT Properties Trust 625 - 625 --------------- ------------------ ----------------- Total shareholders' equity 398,187 27,435 425,622 --------------- ------------------ ----------------- $632,588 $(95,713) $536,875 =============== ================== =================
See accompanying notes. F-2
Senior Housing Properties Trust Unaudited Pro Forma Consolidated Statement of Income For the Nine Months Ended September 30, 2000 (amounts in thousands, except per share amounts) Pro Forma Historical Adjustments Pro Forma ---------- ----------- --------- Revenues: Rental income $49,880 $(8,316)(D) $41,564 Other real estate income 1,228 - 1,228 Interest and other income 1,329 - 1,329 ---------------- ------------------ ----------------- Total revenues 52,437 (8,316) 44,121 ---------------- ------------------ ----------------- Expenses: Interest 12,595 (7,727)(E) 4,868 Depreciation 15,379 (1,745)(F) 13,634 General and administrative 5,261 (382)(G) 4,879 ---------------- ------------------ ----------------- Total expenses 33,235 (9,854) 23,381 ---------------- ------------------ ----------------- Net income $19,202 $1,538 $20,740 ================ ================== ================= Weighted average shares outstanding 25,979 25,979 ================ ================= Basic and diluted earnings per share data: Net income $0.74 $0.80 ================ =================
See accompanying notes. F-3
Senior Housing Properties Trust Unaudited Pro Forma Consolidated Statement of Income For the Year Ended December 31, 1999 (amounts in thousands, except per share amounts) Pro Forma Historical Adjustments Pro Forma ---------- ----------- --------- Revenues: Rental income $84,881 $(11,174)(H) $73,707 Interest and other income 5,909 - 5,909 ---------------- ------------------ ----------------- Total revenues 90,790 (11,174) 79,616 ---------------- ------------------ ----------------- Expenses: Interest 18,768 (8,837)(I) 9,931 Depreciation 22,247 (2,326)(J) 19,921 General and administrative 4,941 (509)(K) 4,432 Loan loss reserve 14,500 - 14,500 Impairment of assets 15,500 - 15,500 ---------------- ------------------ ----------------- Total expenses 75,956 (11,672) 64,284 ---------------- ------------------ ----------------- Net income $14,834 $498 $15,332 ================ ================== ================= Weighted average shares outstanding 26,000 26,000 ================ ================= Basic and diluted earnings per share data: Net income $0.57 $0.59 ================ =================
See accompanying notes. F-4 Senior Housing Properties Trust Notes to Unaudited Pro Forma Consolidated Financial Statements (amounts in thousands) Consolidated Balance Sheet Adjustments (A) Represents the sale of four properties to an affiliate of Brookdale Living Communities, Inc. ("Brookdale") for $123,000 of cash and the application of the cash to Senior Housing's bank credit facility. (B) Represents the write-off of receivables due to the difference between cash received to date versus accounting for rent on a straight line basis under Generally Accepted Accounting Principals and deferred percentage rent. (C) Represents the net gain on sale of the Brookdale properties calculated as follows: Sale proceeds $123,000 Net book value of assets sold (93,179) Write-offs of straight line rent receivable and deferred percentage rent (2,386) ---------------------------------- Net gain on sale of properties $27,435 ==================================
F-5 Senior Housing Properties Trust Notes to Unaudited Pro Forma Consolidated Financial Statements (amounts in thousands) Consolidated Statement of Income Adjustments - Nine Months Ended September 30, 2000 (D) Represents the removal of rental income recognized from these four properties during the nine months ended September 30, 2000. (E) Represents the application of the $123,000 proceeds to Senior Housing's bank line of credit and the interest saved based on Senior Housing's average borrowing costs for the period. In connection with repayment of the line of credit and removal of these assets from the collateral base, the maximum borrowing capacity of the line of credit was adjusted from $350,000 to $270,000. The saved commitment fees are included in the interest saved. (F) Represents the depreciation expense recorded for the nine months ended September 30, 2000 related to the four properties. (G) Represents the reduction of general and administrative expenses related to these four properties for the nine month ended September 30, 2000. Consolidated Statement of Income Adjustments - Year Ended December 31, 1999 (H) Represents the removal of rental income recognized from these four properties for the year ended December 31, 1999. (I) Represents the application of the $123,000 proceeds to Senior Housing's bank line of credit and the interest saved based on Senior Housing's average borrowing costs for the period. In connection with repayment of the line of credit and removal of these assets from the collateral base, the maximum borrowing capacity of the line of credit was adjusted from $350,000 to $270,000. The saved commitment fees are included in the interest saved. (J) Represents the depreciation expense recorded for the year ended December 31, 1999 related to these four properties. (K) Represents the reduction of general and administrative expenses related to these four properties for the year ended December 31, 1999. F-6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SENIOR HOUSING PROPERTIES TRUST By: /s/David J. Hegarty David J. Hegarty President, Chief Operating Officer and Acting Chief Financial Officer Date: November 15, 2000