8-K

UNITED STATES

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): January 22, 2007

SENIOR HOUSING PROPERTIES TRUST

(Exact name of registrant as specified in charter)

Maryland	001-15319	04-3445278
(State of organization)	(Commission file number)	(I.R.S. Employer Identification Number)

400 Centre Street, Newton, Massachusetts 02458

(Address including zip code of principal executive offices)

617-796-8350

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 26, 2007, Senior Housing Properties Trust, or the Company, issued a press release containing a discussion of the restatement described in Item 4.02 below. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.

Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Restatement and non-reliance

On the date hereof, the Company has determined that its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Reports on Form 10-Q for each of the periods ended March 31, June 30 and September 30, 2006 contain an error and need to be restated. The restatements will reflect the correction resulting from a misapplication of U.S. generally accepted accounting principles concerning the period in which debt extinguishment costs were recorded as an expense, as more fully discussed below. As a result of the correction, a $5.2 million loss on early extinguishment of debt, relating to the Company’s redemption of senior notes in January, 2006, will be recognized in the first quarter of 2006 rather than in the fourth quarter of 2005, as previously reported.

In light of the restatement, the Company’s previously filed financial statements and other financial information for the Company’s 2005 fiscal year, for the fourth quarter in that year and for each of the first three quarters of 2006 should not be relied upon.

Background

On January 22, 2007, the Company’s management became aware of a likely error in the application of accounting principles used in connection with the preparation of the Company’s audited financial statements for the fiscal year ended December 31, 2005. For the fiscal year and quarter ended that date, the Company recognized a $5.2 million loss on early extinguishment of debt relating to the Company’s redemption of $52.5 million of senior notes in January 2006. The notes had been called for redemption in December 2005. The $5.2 million loss included a $4.1 million redemption premium and a $1.1 million non-cash write-off of deferred financing fees and unamortized discount relating to these notes. After studying the issue, the Company’s management concluded that under applicable U.S. generally accepted accounting principles, this loss should have been recognized in the first quarter of fiscal 2006, when the notes were redeemed, rather than in the fourth quarter of 2005, when the notes had been called for redemption. Management of the Company then recommended to the Audit Committee of the Company’s Board of Trustees that previously reported financial results be restated to reflect the recognition of this $5.2 million loss in the first quarter of 2006 rather than the fourth quarter of 2005, and that the year to date statements of income and cash flows for the second and third quarters of 2006 also be restated to reflect the first quarter restatement. The Audit Committee discussed and agreed with this recommendation. At a meeting on January 26, 2007, the Board of Trustees

adopted the recommendation of the Audit Committee and determined that previously reported results for the Company should be restated and, therefore, that the previously filed financial statements and other financial information referred to above should not be relied upon.

Management expects to file restated financial statements for the year ended December 31, 2005 and for the periods ended March 31, June 30, and September 30, 2006 with the Securities and Exchange Commission on or before the due date for the Company’s 2006 annual report on March 1, 2007.

The Audit Committee of the Company’s Board of Trustees has discussed the matters disclosed in this Current Report on Form 8-K with Ernst & Young LLP, the Company’s independent registered public accounting firm.

Item 9.01(d)Exhibits

The Company hereby furnishes the following exhibit:

99.1Press Release dated January 26, 2007

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 and Chief Operating Officer

Date: January 26, 2007

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information

Contact: Timothy Bonang

Investor Relations

(617) 796-8149

SNH TO RESTATE 2005 AND FIRST QUARTER 2006 RESULTS

Newton, MA (January 26, 2007): Senior Housing Properties Trust (NYSE: SNH) today announced that it will restate its financial results for 2005 and the first quarter of 2006, as follows:

On December 7, 2005, SNH called for redemption $52.5 million of its 7 7/8 % senior notes due in 2015. In connection with this redemption, SNH recorded charges of $5.2 million which represented a redemption premium and write off of deferred finance costs allocated to the redeemed senior notes. Because the obligation to redeem the senior notes became an irrevocable obligation of SNH at the time the call was issued on December 7, 2005, SNH recorded the redemption premium and the write off of deferred finance costs as charges in its year end report for 2005. At the time SNH’s year end 2005 financial statements were prepared, SNH reviewed these charges with its independent accounting firm and that firm concurred in this accounting.

The senior notes which were called for redemption on December 7, 2005, were redeemed and the redemption premium paid on January 9, 2006.

During a review of SNH’s financial results for the year ended December 31, 2006, SNH has now determined that applicable GAAP accounting rules require that the redemption premium and the allocated deferred costs arising from the aforesaid redemption should have been charged to earnings in the first quarter of 2006, rather than in the fourth quarter of 2005 as previously reported. The impacts upon SNH’s financial statements as reported and as restated are expected to be as follows:

Income Statement Impact For 2005 (in thousands, except per share amounts):

	Year Ended 12/31/05
	As Previously      Reported		As Restated       (unaudited)
Revenues	$	163,187	$	163,187
Expenses		110,413		105,206
Income from continuing operations	$	52,774	$	57,981
Net income	$	58,705	$	63,912
Funds from operations (FFO)	$	99,303	$	103,437
Weighed average shares outstanding		68,757		68,757
Per common share data:
Income from continuing operations	$	0.77	$	0.84
Net income	$	0.85	$	0.93
FFO per share	$	1.44	$	1.50

Balance Sheet Impact At 12/31/05 (in thousands):

	At 12/31/05
	As Previously       Reported		As Restated        (unaudited)
Real estate, net	$	1,686,169	$	1,686,169
Total assets	$	1,499,648	$	1,500,641
Total indebtedness	$	556,400	$	556,320
Shareholders equity	$	917,977	$	923,184

Income Statement Impact For The Quarter Ended 3/31/06 (in thousands, except per share amounts):

	Quarter Ended 3/31/06
	As Previously Reported (unaudited)		As Restated (unaudited)
Revenues	$	41,169	$	41,169
Expenses		25,502		30,709
Net income	$	15,667	$	10,460
Funds from operations (FFO)	$	27,657	$	23,523
Weighted average shares outstanding		71,812		71,812
Net income per share:	$	0.22	$	0.15
FFO per share	$	0.39	$	0.33

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The year to date income statement amounts in SNH’s quarterly reports related to the second and third quarters of 2006 will also be restated to reflect the first quarter adjustment. SNH expects there will be no changes to its previously reported 2006 balance sheets.

Because of the restatements described herein, SNH’s previously filed financial reports for the year ended December 31, 2005 and for the periods ended March 31, June 30 and September 30, 2006, should no longer be relied upon. The restated reports are expected to be filed with the Securities and Exchange Commission, or SEC, and other interested parties on or before the due date for SNH’s 2006 annual report on March 1, 2007.

This press release includes a reference to funds from operations, or FFO. FFO is a non-GAAP measure of financial performance widely used in the real estate industry. Please see the detailed reconciliation of FFO to income from continuing operations for the periods presented on the page attached hereto.

Senior Housing Properties Trust is a real estate investment trust, or REIT, which owns 196 senior living properties located in 32 states. SNH is headquartered in Newton, Massachusetts.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT THEY MAY NOT OCCUR. FOR EXAMPLE:

·   THE FINANCIAL REPORTING IMPACTS DESCRIBED IN THIS PRESS RELEASE HAVE BEEN PREPARED BY SNH AND SUBMITTED TO ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR REVIEW. THIS ACCOUNTING FIRM HAS NOT COMPLETED ITS REVIEW OF THESE NUMBERS. AS A RESULT OF THIS REVIEW OR FURTHER STUDY BY SNH, THESE NUMBERS MAY CHANGE OR OTHER, DIFFERENT CHANGES TO SNH’S HISTORICAL FINANCIAL STATEMENT MAY BE MADE.

·   THIS PRESS RELEASE STATES THAT SNH EXPECTS TO FILE RESTATED 2005 AND QUARTERLY 2006 REPORTS WITH THE SEC AND OTHER INTERESTED PARTIES ON OR BEFORE THE DUE DATE FOR SNH’S 2006 ANNUAL REPORT ON MARCH 1, 2007. THE EXISTENCE OF THE HISTORICAL ERROR DESCRIBED IN THIS PRESS RELEASE MAY INDICATE A MATERIAL WEAKNESS IN SNH’S INTERNAL CONTROL OVER FINANCIAL REPORTING. SUCH A WEAKNESS, IF IT EXISTS, MAY AFFECT OTHER PARTS OF SNH’S HISTORICAL FINANCIAL REPORTING AND SNH MAY REQUIRE ADDITIONAL TIME TO REMEDIATE ANY SUCH WEAKNESS. ACCORDINGLY, THE PREPARATION OF THESE RESTATED REPORTS MAY BE DELAYED.

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FOR THESE REASONS AND OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

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SENIOR HOUSING PROPERTIES TRUST

Calculation of Funds From Operations¹

(in thousands except per share amounts)

(unaudited)

	Year Ended 12/31/05				Quarter Ended 3/31/06
	As Previously Reported		As Restated		As Previously Reported		As Restated
Income from continuing operations	$	52,774	$	57,981	$	15,667	$	10,460
Add: Depreciation expense		43,694		43,694		10,731		10,731
Impairment of assets		1,762		1,762		-		-
Loss on early extinguishment of debt not settled in cash		1,073		-		-		1,073
Deferred percentage rent 2		-		-		1,259		1,259
FFO	$	99,303	$	103,437	$	27,657	$	23,523
Weighted average shares outstanding		68,757		68,757		71,812		71,812
FFO per share	$	1.44	$	1.50	$	0.39	$	0.33

1.

We compute FFO as shown in the calculation above. Such calculation begins with income from continuing operations or, if such amount is the same as net income, with net income. Our calculation of FFO differs from the National Association of Real Estate Investment Trusts, or NAREIT, definition of FFO because we include deferred percentage rent as discussed in Note 2 below and exclude loss on early extinguishment of debt not settled in cash from FFO. 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. We believe that FFO provides useful information to investors because by excluding the effects of certain historical costs, such as depreciation expense and gain or loss on sale of properties, FFO can facilitate comparison of current operating performance among REITs. FFO does not represent cash generated by operating activities in accordance with U.S. 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. Other important factors include, but are not limited to, requirements to maintain our status as a REIT, limitations in our revolving bank credit facility and public debt covenants, the availability of debt and equity capital to us and our expectation of our future performance.

2.

We recognize percentage rental income received during the first, second and third quarters in the fourth quarter. Although recognition of revenue is deferred until the fourth quarter for purposes of calculating net income, the calculation of FFO for the first three quarters includes estimated amounts with respect to those periods. The fourth quarter FFO calculation excludes the amounts recognized during the first three quarters.

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