Senior Housing Properties Trust
Fourth Quarter 2017
Supplemental Operating and Financial Data
All amounts in this report are unaudited.
11 Fan Pier Blvd. & 50 Northern Ave., Boston, MA
Tenant: Vertex Pharmaceuticals
Square Feet: 1,651,000
Exhibit 99.2
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 2
TABLE OF CONTENT
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
Consolidated Statements of Income 13
Consolidated Statements of Income (Additional Data) 14
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, 2017 20
Calculation and Reconciliation of Net Operating Income (NOI) and Cash Basis NOI 21
Consolidated Net Operating Income (NOI) and Cash Basis NOI 22
Same Property NOI and Cash Basis NOI 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 Three Months Ended December 31, 2017 and 2016 24
Calculation and Reconciliation of Net Operating Income (NOI), Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI
by Segment for the Years Ended December 31, 2017 and 2016 25
Calculation and Reconciliation of EBITDA and Adjusted EBITDA 26
Calculation and Reconciliation of Funds From Operations (FFO) and Normalized FFO 27
Definitions of Certain Non-GAAP Financial Measures 28
PORTFOLIO INFORMATION 29
Portfolio Summary by Geographic Diversification and Property Type 30
Portfolio Summary by Property Type and Tenant 31
Occupancy by Property Type and Tenant 32
Rent Coverage by Tenant (Triple Net Leased Senior Living Communities and Wellness Centers) 33
Triple Net Leased Senior Living Communities Segment and Same Property – Results of Operations 34
Managed Senior Living Communities Segment and Same Property – Results of Operations 35
MOB Portfolio Segment and Same Property - Results of Operations (Three Months Ended December 31, 2017 and 2016) 36
MOB Portfolio Segment and Same Property - Results of Operations (Years Ended December 31, 2017 and 2016) 37
MOB Leasing Summary 38
Tenants Representing 1% or More of Total Annualized Rental Income 39
Portfolio Lease Expiration Schedule 40
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 3
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WARNING CONCERNING
FORWARD LOOKING STATEMENTS
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:
• OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS,
• 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,
• THE ABILITY OF THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES TO MAINTAIN AND INCREASE OCCUPANCY, REVENUES AND OPERATING
INCOME AT THOSE COMMUNITIES,
• OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO SUSTAIN 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 USE OF DEBT AND EQUITY CAPITAL,
• OUR CREDIT RATINGS,
• OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP INTEREST IN AND OTHER RELATIONSHIPS WITH THE RMR GROUP INC., OR RMR INC.,
• OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP INTEREST IN AND OTHER RELATIONSHIPS WITH AFFILIATES INSURANCE COMPANY, OR AIC,
AND FROM 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 AND INCREASING LIFE SPANS OF SENIORS WILL INCREASE THE DEMAND FOR SENIOR LIVING SERVICES,
WELLNESS CENTERS AND OTHER MEDICAL AND HEALTHCARE RELATED PROPERTIES,
• OUR BELIEF THAT FIVE STAR SENIOR LIVING INC., OR FIVE STAR, OUR FORMER SUBSIDIARY AND LARGEST TENANT AND THE MANAGER OF OUR MANAGED
SENIOR LIVING COMMUNITIES, HAS ADEQUATE FINANCIAL RESOURCES AND LIQUIDITY AND THE ABILITY TO MEET ITS OBLIGATIONS TO US AND TO MANAGE
OUR SENIOR LIVING COMMUNITIES SUCCESSFULLY, AND
• OTHER MATTERS.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 4
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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:
• THE IMPACT OF CONDITIONS AND CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS AND MANAGERS,
• COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS,
• 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,
• THE IMPACT OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT, AS AMENDED BY THE HEALTH CARE AND EDUCATION RECONCILIATION ACT, OR COLLECTIVELY, THE ACA, OR THE
POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION OF 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,
• ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEE, FIVE STAR, THE RMR GROUP LLC, OR RMR LLC, RMR INC., AIC
AND OTHERS AFFILIATED WITH THEM, AND
• ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL.
FOR EXAMPLE:
• FIVE STAR IS OUR LARGEST TENANT AND THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES AND IT MAY EXPERIENCE FINANCIAL DIFFICULTIES AS A RESULT OF A NUMBER
OF FACTORS, INCLUDING, BUT NOT LIMITED TO:
• CHANGES IN MEDICARE OR MEDICAID POLICIES, INCLUDING THOSE THAT MAY RESULT FROM THE ACA OR THE POSSIBLE FUTURE REPEAL, REPLACEMENT OR MODIFICATION
OF THE ACA, AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS, WHICH COULD RESULT IN REDUCED MEDICARE OR MEDICAID RATES OR A FAILURE OF
SUCH RATES TO COVER FIVE STAR'S COSTS OR LIMIT THE SCOPE OR FUNDING OF EITHER OR BOTH PROGRAMS,
• THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON FIVE STAR AND ITS RESIDENTS AND OTHER CUSTOMERS,
• COMPETITION WITHIN THE SENIOR LIVING SERVICES BUSINESS,
• INCREASES IN TORT AND INSURANCE LIABILITY COSTS,
• INCREASES IN COMPLIANCE COSTS, AND
• INCREASES IN FIVE STAR'S LABOR COSTS OR IN COSTS FIVE STAR PAYS FOR GOODS AND SERVICES.
• IF FIVE STAR'S OPERATIONS CONTINUE TO BE UNPROFITABLE, IT MAY DEFAULT ON ITS RENT OBLIGATIONS TO US,
• IF FIVE STAR FAILS TO PROVIDE QUALITY SERVICES AT SENIOR LIVING COMMUNITIES THAT WE OWN, OUR INCOME FROM THESE COMMUNITIES MAY BE ADVERSELY AFFECTED,
• IN RESPONSE TO COMPETITIVE PRESSURES RESULTING FROM RECENT AND EXPECTED NEW SUPPLY OF SENIOR LIVING COMMUNITIES, WE HAVE BEEN INVESTING IN IMPROVEMENTS
TO OUR EXISTING SENIOR LIVING COMMUNITIES. OUR COMMUNITIES MAY FAIL TO BE COMPETITIVE AND THEY MAY FAIL TO ATTRACT RESIDENTS, DESPITE OUR CAPITAL INVESTMENTS,
• OUR OTHER TENANTS MAY EXPERIENCE LOSSES AND DEFAULT ON THEIR RENT OBLIGATIONS TO US,
• SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO OBTAIN NEW TENANTS TO MAINTAIN OR INCREASE THE HISTORICAL OCCUPANCY RATES OF,
OR RENTS FROM, OUR PROPERTIES,
• 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,
• 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 THEIR 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,
• 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 OUR PENDING ACQUISITIONS AND SALES AND ANY RELATED LEASES OR MANAGEMENT
ARRANGEMENTS WE MAY EXPECT TO ENTER INTO MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE,
• WE EXPECT TO ENTER INTO ADDITIONAL LEASE OR MANAGEMENT ARRANGEMENTS WITH FIVE STAR FOR ADDITIONAL SENIOR LIVING COMMUNITIES THAT WE OWN OR MAY ACQUIRE IN
THE FUTURE. HOWEVER, WE CANNOT BE SURE THAT WE WILL ENTER INTO ANY ADDITIONAL LEASES, MANAGEMENT ARRANGEMENTS OR OTHER TRANSACTIONS WITH FIVE STAR,
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 5
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• CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY
CONDITIONS THAT WE MAY BE UNABLE TO SATISFY,
• ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE DEBT WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES
ASSOCIATED WITH SUCH DEBT,
• THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS MAY BE INCREASED TO UP TO $3.1 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,
• 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,
• FOR THE THREE MONTHS ENDED DECEMBER 31, 2017, 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 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,
• CIRCUMSTANCES THAT ADVERSELY AFFECT THE ABILITY OF SENIORS OR THEIR FAMILIES TO PAY FOR OUR TENANTS' AND MANAGER'S SERVICES, SUCH AS ECONOMIC DOWNTURNS,
WEAK HOUSING MARKET CONDITIONS, HIGHER LEVELS OF UNEMPLOYMENT AMONG OUR RESIDENTS' FAMILY MEMBERS, LOWER LEVELS OF CONSUMER CONFIDENCE, STOCK
MARKET VOLATILITY AND/OR CHANGES IN DEMOGRAPHICS GENERALLY COULD AFFECT THE PROFITABILITY OF OUR SENIOR LIVING COMMUNITIES,
• AS OF DECEMBER 31, 2017, WE HAD ESTIMATED UNSPENT LEASING RELATED OBLIGATIONS OF $20.7 MILLION. IT IS DIFFICULT TO ACCURATELY ESTIMATE TENANT SPACE PREPARATION
COSTS. OUR UNSPENT LEASING RELATED OBLIGATIONS MAY COST MORE OR LESS AND MAY TAKE LONGER TO COMPLETE THAN WE CURRENTLY EXPECT, AND WE MAY INCUR
INCREASING AMOUNTS FOR THESE AND SIMILAR PURPOSES IN THE FUTURE,
• WE MAY NOT BE ABLE TO SELL PROPERTIES THAT WE MAY DETERMINE TO OFFER FOR SALE ON TERMS ACCEPTABLE TO US OR OTHERWISE, AND WE MAY INCUR LOSSES ON ANY
SUCH SALES OR IN CONNECTION WITH DECISIONS TO PURSUE SELLING OUR PROPERTIES,
• WE AGREED TO SELL THREE SENIOR LIVING COMMUNITIES FOR $313.0 MILLION, EXCLUDING CLOSING COSTS. THESE SALES ARE SUBJECT TO CONDITIONS. THESE CONDITIONS MAY
NOT BE MET AND THESE SALES MAY NOT OCCUR, MAY BE DELAYED BEYOND THE FIRST QUARTER OF 2018 OR THEIR TERMS MAY CHANGE,
• WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING FIVE STAR, RMR LLC, RMR INC., ABP TRUST, AIC 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,
• RMR INC. MAY REDUCE THE AMOUNT OF ITS DISTRIBUTIONS TO ITS SHAREHOLDERS, INCLUDING US,
• OUR SENIOR LIVING COMMUNITIES ARE SUBJECT TO EXTENSIVE GOVERNMENT 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 BUSINESS AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS. HOWEVER, THOSE AGREEMENTS PERMIT EARLY
TERMINATION IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS.
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 A TENANT OR MANAGER OF ONE OR MORE OF OUR SENIOR LIVING COMMUNITIES, CHANGED MEDICARE OR MEDICAID
RATES, ACTS OF TERRORISM, NATURAL DISASTERS OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY.
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.
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.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 6
CORPORATE INFORMATION
6
2265 North Lakeshore Drive, Rockwall, TX
Tenant: Texas Health Presbyterian Hospital
Square Feet: 16,605
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 7
COM
PAN
Y PROFIL
E
The Company:
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.
Management:
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 five publicly owned 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 single tenant properties, Government Properties Income Trust, a REIT that
primarily owns properties throughout the U.S. that are majority leased to the U.S. and state
governments and office properties in the metropolitan Washington, D.C. area that are leased to
government and private sector tenants, and Industrial Logistics Properties Trust, a REIT that
owns and leases industrial and logistics properties. 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 Senior Living 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, a publicly traded mortgage REIT and private commercial
real estate debt funds through wholly owned SEC registered investment advisory subsidiaries.
As of December 31, 2017, RMR had $30.0 billion of real estate assets under management and
the combined RMR managed companies had approximately $11 billion of annual revenues,
over 1,400 properties and approximately 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.
Corporate Headquarters:
Two Newton Place
255 Washington Street Suite 300
Newton, MA 02458-1634
(t) (617)796-8350
(f) (617)796-8349
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
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 8
INVES
TOR INFORM
ATIO
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INVESTOR INFORMATION
Board of Trustees
John L. Harrington Lisa Harris Jones Jeffrey P. Somers
Independent Trustee Independent Trustee Lead Independent Trustee
Adam D. Portnoy
Managing Trustee
Senior Management
David J. Hegarty Richard W. Siedel, Jr.
President & Chief Operating Officer Chief Financial Officer & Treasurer
Contact Information
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 Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 9
RESEARCH COVERAG
E
RESEARCH COVERAGE
Equity Research Coverage
Bank of America / Merrill Lynch JMP Securities Robert W. Baird & Co.
Juan Sanabria Peter Martin Drew Babin
(646) 855-1589 (415) 835-8904 (610) 238-6634
juan.sanabria@baml.com pmartin@jmpsecurities.com dbabin@wbaird.com
Cantor Fitzgerald Morgan Stanley UBS
Joseph France Vikram Malhotra Nick Yulico
(212) 915-1239 (212) 761-7064 (212) 713-3402
jfrance@cantor.com vikram.malhotra@morganstanley.com nick.yulico@ubs.com
FBR & Co. Raymond James Wells Fargo Securities
Bryan Maher Jonathan Hughes Todd Stender
(646) 885-5423 (727) 567-2438 (212) 214-8067
bmaher@fbr.com jonathan.hughes@raymondjames.com todd.stender@wellsfargo.com
Jefferies & Company RBC Capital Markets
Omotayo Okusanya Michael Carroll
(212) 336-7076 (440) 715-2649
tokusanya@jefferies.com michael.carroll@rbccm.com
Rating Agencies
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.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 10
FINANCIALS
Rio Las Palmas, Stockton, CA
Tenant: Five Star Senior Living
164 Living Units
10
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 11
KE
Y FINANCIA
L D
AT
A
KEY FINANCIAL DATA
(dollars in thousands, except per share data)
As of and For the Three Months Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
Selected Balance Sheet Data:
Total gross assets (1) $ 8,748,496 $ 8,663,101 $ 8,610,002 $ 8,597,102 $ 8,498,470
Total assets $ 7,294,019 $ 7,187,741 $ 7,183,620 $ 7,220,204 $ 7,227,754
Total liabilities $ 4,016,831 $ 3,900,186 $ 3,842,841 $ 3,801,180 $ 4,028,349
Total equity $ 3,277,188 $ 3,287,555 $ 3,340,779 $ 3,419,024 $ 3,199,405
Selected Income Statement Data:
Total revenues (2) $ 278,566 $ 266,679 $ 265,013 $ 264,561 $ 274,296
Net income $ 66,328 $ 35,793 $ 17,402 $ 32,281 $ 42,885
Net income attributable to common shareholders $ 65,000 $ 34,414 $ 16,042 $ 32,155 $ 42,885
Net Operating Income (NOI) (3) $ 173,701 $ 161,965 $ 162,218 $ 163,504 $ 173,275
Adjusted EBITDA (4) $ 107,187 $ 151,515 $ 151,808 $ 152,984 $ 162,505
Funds from Operations (FFO) (5) $ 81,039 $ 95,728 $ 85,488 $ 104,874 $ 117,522
Normalized FFO (5) (6) $ 59,246 $ 104,024 $ 103,601 $ 108,432 $ 118,601
Per Common Share Data (basic and diluted):
Net income attributable to common shareholders $ 0.27 $ 0.14 $ 0.07 $ 0.14 $ 0.18
FFO (5) $ 0.34 $ 0.40 $ 0.36 $ 0.44 $ 0.50
Normalized FFO (5) $ 0.25 $ 0.44 $ 0.44 $ 0.46 $ 0.50
Dividends:
Annualized distribution paid per common share (6) $ 1.56 $ 1.56 $ 1.56 $ 1.56 $ 1.56
Annualized distribution yield (at end of period) (6) 8.1% 8.0% 7.6% 7.7% 8.2%
Normalized FFO payout ratio (basic and diluted) (5) (6) 156.0% 88.6% 88.6% 85.4% 78.1%
(1) Total gross assets is total assets plus accumulated depreciation.
(2) In each of the fourth quarters of 2017 and 2016, we recognized $10.2 million of percentage rent for the years ended December 31, 2017 and 2016.
(3) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, to that amount.
(4) See page 26 for the calculation of EBITDA and Adjusted EBITDA and a reconciliation of net income determined in accordance with GAAP to these amounts.
(5) See page 27 for the calculation of FFO and Normalized FFO and a reconciliation of net income attributable to common shareholders determined in accordance with GAAP to
these amounts. Excluding business management incentive fee expense of $55,740 for the three months ended December 31, 2017, Normalized FFO per share and the
Normalized FFO payout ratio would have been $0.48 and 81.3%, respectively.
(6) Stated amounts reflect the annualized regular quarterly distribution rates per share. Annualized distribution yield is the annualized distribution paid during the applicable period
divided by the closing price of SNH's common shares on The Nasdaq Stock Market LLC at the end of the period.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 12
CONDENSED CONSOLID
ATED BALANCE SHEET
S
As of
December 31, 2017
As of
December 31, 2016
ASSETS
Real estate properties:
Land $ 824,879 $ 792,728
Buildings and improvements 6,999,884 6,824,819
7,824,763 7,617,547
Accumulated depreciation (1,454,477) (1,270,716)
6,370,286 6,346,831
Cash and cash equivalents 31,238 31,749
Restricted cash 16,083 3,829
Acquired real estate leases and other intangible assets, net 472,265 514,446
Other assets, net 404,147 330,899
Total assets $ 7,294,019 $ 7,227,754
LIABILITIES AND EQUITY
Unsecured revolving credit facility $ 596,000 $ 327,000
Unsecured term loans, net 547,460 547,058
Senior unsecured notes, net 1,725,662 1,722,758
Secured debt and capital leases, net 805,404 1,117,649
Accrued interest 17,987 18,471
Assumed real estate lease obligations, net 96,018 106,038
Other liabilities 228,300 189,375
Total liabilities 4,016,831 4,028,349
Commitments and contingencies
Equity:
Equity attributable to common shareholders:
Common shares of beneficial interest, $.01 par value:
300,000,000 shares authorized, 237,630,409 and
237,544,479 shares issued and outstanding at December
31, 2017 and 2016, respectively 2,376 2,375
Additional paid in capital 4,609,316 4,533,456
Cumulative net income 1,766,495 1,618,885
Cumulative other comprehensive income 87,231 34,549
Cumulative distributions (3,360,468) (2,989,860)
Total equity attributable to common shareholders 3,104,950 3,199,405
Noncontrolling interest:
Total equity attributable to noncontrolling interest 172,238 —
Total equity 3,277,188 3,199,405
Total liabilities and equity $ 7,294,019 $ 7,227,754
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data)
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 13
CONSOLID
ATED S
TA
TEMENTS OF INCOM
E
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
For the Three Months Ended December 31, For the Year Ended December 31,
2017 2016 2017 2016
Revenues:
Rental income $ 179,585 $ 175,277 $ 681,022 $ 666,200
Residents fees and services 98,981 99,019 393,797 391,822
Total revenues 278,566 274,296 1,074,819 1,058,022
Expenses:
Property operating expenses 104,865 101,021 413,430 399,790
Depreciation and amortization 67,398 72,893 276,861 287,831
General and administrative 45,813 11,619 103,702 46,559
Acquisition and certain other transaction related costs 255 642 547 2,085
Impairment of assets — 1,744 5,082 18,674
Total expenses 218,331 187,919 799,622 754,939
Operating income 60,235 86,377 275,197 303,083
Dividend income 659 659 2,637 2,108
Interest and other income 83 99 406 430
Interest expense (40,625) (43,737) (165,019) (167,574)
Loss on early extinguishment of debt — (437) (7,627) (526)
Income from continuing operations before income tax expense
and equity in earnings of an investee 20,352 42,961 105,594 137,521
Income tax expense (154) (106) (454) (424)
Equity in earnings of an investee 75 30 608 137
Income before gain on sale of properties 20,273 42,885 105,748 137,234
Gain on sale of properties 46,055 — 46,055 4,061
Net income 66,328 42,885 151,803 141,295
Net income attributable to noncontrolling interest (1,328) — (4,193) —
Net income attributable to common shareholders $ 65,000 $ 42,885 $ 147,610 $ 141,295
Weighted average common shares outstanding (basic) 237,467 237,391 237,420 237,345
Weighted average common shares outstanding (diluted) 237,475 237,393 237,452 237,382
Per common share data (basic and diluted):
Net income attributable to common shareholders $ 0.27 $ 0.18 $ 0.62 $ 0.60
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 14
CONSOLID
ATED S
TA
TEMENTS OF INCOME (ADDITIONA
L D
AT
A)
CONSOLIDATED STATEMENTS OF INCOME (ADDITIONAL DATA)
(dollars in thousands)
For the Three Months Ended December 31, For the Year Ended December 31,
2017 2016 2017 2016
Additional Data:
General and administrative expenses / total revenues (1) 16.4% 4.2% 9.6% 4.4%
General and administrative expenses / total assets (at end of period) (1) 0.6% 0.2% 1.4% 0.6%
Non-cash stock based compensation $ 530 $ 61 $ 2,155 $ 2,195
Business management incentive fees (2) $ 33,693 $ — $ 55,740 $ —
Continuing Operations:
Straight line rent included in rental income (3) $ 3,473 $ 4,006 $ 13,958 $ 17,604
Lease value amortization included in rental income (3) $ 1,386 $ 1,147 $ 5,349 $ 4,941
Amortization of deferred financing fees and debt premiums / discounts $ 1,231 $ 1,457 $ 5,282 $ 5,729
Non-cash amortization included in property operating expenses (4) $ 200 $ 199 $ 798 $ 798
Non-cash amortization included in general and administrative expenses (4) $ 744 $ 744 $ 2,974 $ 2,974
(1) General and administrative expenses include business management incentive fee expense of $33,693 and $55,740 for the three months and year ended December
31, 2017, respectively. Excluding business management incentive fee expense, general and administrative expenses / total revenues would have been 4.4% and
4.5% for the three months and year ended December 31, 2017, respectively, and general and administrative expenses / total assets (at end of period) would have
been 0.2% and 0.7% for the three months and year ended December 31, 2017, respectively.
(2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share
total return, as defined, and are included in general and administrative expense in our condensed consolidated statements of income. The increases in these
amounts in 2017 compared to the comparable 2016 periods are due to our outperformance of the SNL U.S. REIT Healthcare Index during the applicable three year
measurement period.
(3) 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.
(4) 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 Inc. 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
expense and property management fees expense, which are included in general and administrative expenses and property operating expenses, respectively.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 15
CONSOLID
ATED S
TA
TEMENTS OF CASH FLOW
S
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
For the Year Ended December 31,
2017 2016
Cash flows from operating activities:
Net income $ 151,803 $ 141,295
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 276,861 287,831
Amortization of debt issuance costs and debt discounts and premiums 5,282 5,729
Straight line rental income (13,958) (17,604)
Amortization of acquired real estate leases and other intangible assets (5,349) (4,941)
Loss on early extinguishment of debt 7,627 526
Impairment of assets 5,082 18,674
Gain on sale of properties (46,055) (4,061)
Other non-cash adjustments (3,772) (3,772)
Equity in earnings of an investee (608) (137)
Change in assets and liabilities:
Restricted cash (12,254) 2,326
Other assets (5,197) (1,548)
Accrued interest (484) 1,497
Other liabilities 48,072 992
Net cash provided by operating activities 407,050 426,807
Cash flows from investing activities:
Real estate acquisitions and deposits (159,290) (227,072)
Real estate improvements (117,213) (99,663)
Proceeds from sale of properties 55,068 33,866
Net cash used for investing activities (221,435) (292,869)
Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes — 250,000
Proceeds from borrowings on revolving credit facility 764,000 662,000
Proceeds from issuance of secured debt — 620,000
Repayments of borrowings on revolving credit facility (495,000) (1,110,000)
Repayment of other debt (313,964) (178,418)
Loss on early extinguishment of debt settled in cash (5,485) (470)
Payment of debt issuance costs (6,845) (12,016)
Repurchase of common shares (341) (452)
Proceeds from noncontrolling interest, net 255,931 —
Distributions to noncontrolling interest (13,814) —
Distributions to shareholders (370,608) (370,489)
Net cash used for financing activities (186,126) (139,845)
Decrease in cash and cash equivalents: (511) (5,907)
Cash and cash equivalents at beginning of period 31,749 37,656
Cash and cash equivalents at end of period $ 31,238 $ 31,749
Supplemental cash flows information:
Interest paid $ 160,221 $ 160,348
Income taxes paid $ 441 $ 435
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 16
DEBT SUMMA
RY DEBT SUMMARY(dollars in thousands)
As of December 31, 2017
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 + 120 b.p.) (3) 2.675% 2.675% $ 596,000 1/15/2022 $ 596,000 4.0
Unsecured term loan (LIBOR + 140 b.p.) (4) 2.761% 2.761% 350,000 1/15/2020 350,000 2.0
Unsecured term loan (LIBOR + 135 b.p.) (5) 2.919% 2.919% 200,000 9/28/2022 200,000 4.7
Weighted average rate / total unsecured floating rate debt 2.744% 2.744% $ 1,146,000 $ 1,146,000 3.6
Unsecured Fixed Rate Debt:
Senior notes due 2019 3.250% 3.250% $ 400,000 5/1/2019 $ 400,000 1.3
Senior notes due 2020 6.750% 6.750% 200,000 4/15/2020 200,000 2.3
Senior notes due 2021 6.750% 6.750% 300,000 12/15/2021 300,000 4.0
Senior notes due 2024 4.750% 4.750% 250,000 5/1/2024 250,000 6.3
Senior notes due 2042 5.625% 5.625% 350,000 8/1/2042 350,000 24.6
Senior notes due 2046 6.250% 6.250% 250,000 2/1/2046 250,000 28.1
Weighted average rate / total unsecured fixed rate debt 5.368% 5.368% $ 1,750,000 $ 1,750,000 11.1
Weighted average rate / total unsecured debt 4.329% 4.329% $ 2,896,000 $ 2,896,000 8.1
Secured Debt:
Secured Fixed Rate Debt:
Mortgages - secured by 1 property 6.310% 4.450% $ 12,552 10/1/2018 $ 12,352 0.8
Mortgages - secured by 1 property 6.240% 4.550% 11,858 10/1/2018 11,697 0.8
Mortgage - secured by 10 properties 4.470% 4.350% 67,749 10/5/2018 66,196 0.8
Mortgage - secured by 1 property 4.690% 4.280% 6,430 1/1/2019 6,271 1.0
Mortgage - secured by 4 properties 3.790% 4.270% 43,558 7/1/2019 42,184 1.5
Mortgage - secured by 1 property 7.490% 7.490% 2,603 1/1/2022 62 4.0
Mortgage - secured by 1 property 6.280% 5.170% 13,741 7/1/2022 10,744 4.5
Mortgage - secured by 1 property 4.850% 3.790% 11,392 10/1/2022 10,479 4.8
Capital leases - 2 properties 7.700% 7.700% 10,694 4/30/2026 — 8.3
Mortgages - secured by 1 property (6) 3.530% 3.530% 620,000 8/1/2026 620,000 8.6
Mortgage - secured by 1 property 6.250% 6.250% 2,395 2/1/2033 26 15.1
Mortgage - secured by 1 property (7) 4.375% 4.375% 4,338 9/1/2043 23 25.7
Weighted average rate / total secured fixed rate debt 3.861% 3.786% $ 807,310 $ 780,034 7.2
Weighted average rate / total debt 4.227% 4.211% $ 3,703,310 $ 3,676,034 7.9
(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) Represents amount outstanding under our $1,000,000 revolving credit facility. Interest rate is as of December 31, 2017 and excludes the 25 basis points facility fee. Upon payment of an extension fee and our meeting certain conditions, we have the option
to extend this maturity by one year.
(4) Represents amount outstanding under our $350,000 term loan.
(5) Represents amount outstanding under our $200,000 term loan.
(6) The property encumbered by these mortgages is owned by a joint venture in which we own a 55% equity interest.
(7) In January 2018, we prepaid this secured debt.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 17
DEBT M
ATURIT
Y SCHEDUL
E
DEBT MATURITY SCHEDULE
(dollars in thousands)
As of December 31, 2017
Unsecured Unsecured Secured
Floating % of
Total
Fixed % of
Total
Fixed Rate % of
Total
% of
TotalYear Rate Debt Rate Debt Debt (1) Total
2018 $ — $ — $ 95,811 $ 95,811
2019 — 400,000 51,592 451,592
2020 350,000 (2) 200,000 2,869 552,869
2021 — 300,000 3,102 303,102
2022 796,000 (3) (4) — 23,227 819,227
2023 (5) — — 1,713 1,713
2024 — 250,000 1,871 251,871
2025 — — 2,042 2,042
2026 — — 620,951 620,951
Thereafter (6) — 600,000 4,132 (7) 604,132
Principal balance $ 1,146,000 $ 1,750,000 $ 807,310 $ 3,703,310
Unamortized debt issuance costs, premiums and discounts (2,540) (24,338) (1,906) (28,784)
Total debt, net $ 1,143,460 31.1% $ 1,725,662 47.0% $ 805,404 21.9% $ 3,674,526 100.0%
(1) Includes $10,694 of capital lease obligations due in April 2026.
(2) Represents the amount outstanding under our $350,000 term loan at December 31, 2017.
(3) Includes $596,000 outstanding under our $1,000,000 revolving credit facility at December 31, 2017. Upon payment of an extension fee and our meeting certain
conditions, we have the option to extend this maturity by one year.
(4) Includes the amount outstanding under our $200,000 term loan at December 31, 2017.
(5) Excludes the approximately $16,800 of mortgage debt with a maturity date in 2023 and an annual interest rate of 6.64% that we assumed in February 2018.
(6) Excludes the $500,000 of 4.75% senior unsecured notes due 2028 that we issued in February 2018.
(7) In January 2018, we prepaid this secured debt.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 18
LEVERAGE R
ATIOS, COVERAGE R
ATIOS
AND PUBLIC DEBT COVENANT
S
LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS
As of and For the Three Months Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
Leverage Ratios:
Total debt (book value) (1) / total gross assets (2) 42.0% 41.1% 40.9% 40.5% 43.4%
Total debt (book value) (1) / gross book value of real estate assets (3) 43.3% 42.0% 41.7% 42.0% 45.0%
Total debt (book value) (1) / total market capitalization (4) 44.5% 43.4% 42.0% 42.0% 45.2%
Secured debt (book value) (1) / total assets 11.0% 11.3% 11.4% 15.4% 15.5%
Variable rate debt (book value) (1) / total debt (book value) (1) 31.1% 28.6% 27.9% 18.5% 23.5%
Coverage Ratios:
Adjusted EBITDA (5) / interest expense 3.5x 3.8x 3.7x 3.5x 3.7x
Total debt (book value) (1) / annualized Adjusted EBITDA (5) 6.5x 5.9x 5.8x 5.7x 5.7x
Public Debt Covenants:
Total debt / adjusted total assets (6) - allowable maximum 60.0% 41.9% 41.5% 41.5% 41.3% 44.3%
Secured debt / adjusted total assets (6) - allowable maximum 40.0% 9.1% 9.4% 9.6% 13.1% 13.3%
Consolidated income available for debt service (7) / debt service - required minimum 1.50x 3.72x 3.96x 4.09x 3.75x 3.80x
Total unencumbered assets (6) / unsecured debt - required minimum 150.0% 250.2% 254.9% 255.2% 273.2% 247.4%
(1) Debt amounts are net of certain unamortized premiums, discounts and certain issuance costs.
(2) Total gross assets is total assets plus accumulated depreciation.
(3) Gross book value of real estate assets is real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations, less impairment
writedowns, if any. Excludes properties classified as held for sale, if any.
(4) Total market capitalization is total debt plus the market value of our common shares at the end of each period.
(5) See page 26 for the calculation of Adjusted EBITDA and a reconciliation of net income determined in accordance with GAAP to that amount. Adjusted EBITDA includes
business management incentive fee expense of $55,740 for both the three months and year ended December 31, 2017. Excluding business management incentive
fee expense, Adjusted EBITDA / interest expense and Total debt (book value) / annualized Adjusted EBITDA would have been 3.8x and 5.9x, respectively, for the three
months ended December 31, 2017.
(6) Adjusted total assets and total unencumbered assets include original cost of real estate assets calculated in accordance with GAAP before depreciation, but after
impairment write downs, and exclude accounts receivable and intangible assets.
(7) 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.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 19
SUMMA
RY
OF CAPI
TA
L EXPENDITURE
S
SUMMARY OF CAPITAL EXPENDITURES
(dollars and sq. ft. in thousands, except per sq. ft. and unit data)
For the Three Months Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
MOB tenant improvements (1) $ 3,487 $ 1,951 $ 1,575 $ 2,265 $ 7,569
MOB leasing costs (2) 2,097 3,036 2,108 1,090 1,875
MOB building improvements (3) 5,222 4,440 3,689 1,583 2,890
Managed senior living communities capital improvements 2,402 2,739 3,150 3,786 5,510
Recurring capital expenditures 13,208 12,166 10,522 8,724 17,844
Development, redevelopment and other activities (4) 6,501 4,595 7,530 9,492 7,165
Total capital expenditures (5) $ 19,709 $ 16,761 $ 18,052 $ 18,216 $ 25,009
MOB avg. sq. ft. during period 11,839 11,506 11,552 11,492 11,416
Managed senior living communities avg. units during period 8,925 8,807 8,802 8,793 8,793
MOB building improvements per avg. sq. ft. during period $ 0.44 $ 0.39 $ 0.32 $ 0.14 $ 0.25
Managed senior living communities capital improvements per avg. unit during period $ 269 $ 311 $ 358 $ 431 $ 627
(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 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 (1) capital expenditures that are identified at the time of a property acquisition and incurred
within a short period after acquiring the property and (2) capital expenditure projects that reposition a property or result in new sources of revenue.
(5) During the three months and year ended December 31, 2017, we invested $10.7 million and $51.9 million, respectively, in revenue producing capital improvements
at certain of our triple net leased senior living communities, and as a result, annual rents payable to us increased by approximately $1.6 million and $4.9 million,
respectively, pursuant to the terms of the applicable leases. These capital improvement amounts are not included in the table above.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 20
PROPERT
Y
ACQUISITIONS / DISPOSITIONS INFORM
ATION SINC
E
JANUA
RY
1, 201
7
PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2017
(dollars and sq. ft. in thousands, except per sq. ft. and unit data)
Managed Senior Living Acquisitions: (1)
Date Acquired Location Type of Property
Number of
Properties
(Buildings) Units
Purchase Price
(2)
Purchase Price per
Unit
Initial Lease /
Cap Rate (3) Tenant
12/27/2017 Kokomo, IN Assisted Living 1 (1) 114 $ 16,900 $ 148 7.4% Our TRS
12/27/2017 Dothan, AL Independent Living 1 (1) 115 22,250 $ 193 7.4% Our TRS
1/19/2018 Loudon, TN Assisted Living 1 (1) 88 19,667 $ 223 7.4% Our TRS
2/1/2018 Prescott, AZ Assisted Living 1 (1) 127 22,250 $ 175 7.4% Our TRS
Total/Weighted Average: Managed Senior Living Acquisitions 4 (4) 444 $ 81,067 $ 183 7.4%
MOB Acquisitions:
Type Date Acquired Location
Number of
Properties
(Buildings) Sq. Ft.
Purchase Price
(2)
Purchase Price per
Sq. Ft. Cap Rate (3)
Weighted Average
Remaining Lease Term
(4) Occupancy (5) Major Tenant
Medical Office 1/17/2017 Mission, KS 1 (1) 117 $ 15,071 $ 129 7.7% 10.6 100% University of Kansas Health System
Life Science 7/12/2017 Rockville, MD 1 (1) 59 16,218 $ 275 9.5% 3.9 100% Multiple
Medical Office 10/2/2017 Minnetonka, MN 1 (1) 150 16,650 $ 111 13.1% 1.8 100% United HealthCare Services, Inc.
Life Science 10/11/2017 Durham, NC 1 (1) 105 21,861 $ 208 8.7% 4.6 100% Multiple
Life Science 11/14/2017 Brisbane, CA 1 (1) 63 26,500 $ 421 8.9% 8.7 100% Ultragenyx Pharmaceuticals Inc.
Medical Office 12/22/2017 Norfolk, VA 1 (1) 136 15,569 $ 114 8.1% 6.9 81% Multiple
Life Science 1/3/2018 Overland Park, KS 1 (1) 239 44,600 $ 187 9.4% 5.8 100% IQVIA
Medical Office 1/22/2018 Creve Coeur, MO 1 (1) 82 21,825 $ 266 8.0% 4.0 90% Signature Health Services, Inc.
Life Science 1/25/2018 San Jose, CA 1 (1) 79 24,729 $ 313 8.5% 8.1 100% Complete Genomics, Inc.
Total / Weighted Average: MOB Acquisitions 9 (9) 1,030 $ 203,023 $ 197 9.1% 6.1
Dispositions: (6)
Date Sold Location Type of Property
Number of
Properties
(Buildings) Sale Price (7)
12/29/2017 Arlington, VA Independent Living 1 (1) $ 55,000
(1) In August 2017, we acquired a land parcel from Five Star adjacent to a senior living community located in Delaware that we lease to Five Star for $0.8 million, excluding closing costs. This land parcel acquisition is excluded from the table
above.
(2) Represents the purchase price, including assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any.
(3) 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.
(4) Weighted average remaining lease term based on rental income at the time of acquisition.
(5) Occupancy based on leasable square feet as of the acquisition date.
(6) In March 2017, we entered into a joint venture arrangement with a sovereign institutional investor for one of our MOBs (two buildings) located in Boston, MA. The investor contributed approximately $260.9 million for a 45% equity interest
in the joint venture, and we retained the remaining 55% equity interest in the joint venture. The investment amount was based on a property valuation of $1.2 billion less $620.0 million of existing mortgage debts on the property at the time
of the investment.
(7) Represents the gross contract sales price plus purchase price adjustments, if any, excluding closing costs.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 21
CALCUL
ATION
AND RECONCILI
ATION OF NET OPER
ATING INCOME (NOI)
AND CASH BASIS NO
I
CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI) AND CASH BASIS NOI (1)
(amounts in thousands)
For the Three Months Ended For the Year Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016 12/31/2017 12/31/2016
Calculation of NOI and Cash Basis NOI:
Revenues:
Rental income $ 179,585 $ 168,348 $ 166,647 $ 166,443 $ 175,277 $ 681,022 $ 666,200
Residents fees and services 98,981 98,331 98,366 98,118 99,019 393,797 391,822
Total revenues 278,566 266,679 265,013 264,561 274,296 1,074,819 1,058,022
Property operating expenses (104,865) (104,714) (102,795) (101,057) (101,021) (413,430) (399,790)
Property net operating income (NOI): 173,701 161,965 162,218 163,504 173,275 661,389 658,232
Non-cash straight line rent adjustments (3,473) (3,621) (3,435) (3,429) (4,006) (13,958) (17,604)
Lease value amortization (1,386) (1,352) (1,320) (1,291) (1,147) (5,349) (4,941)
Non-cash amortization included in property operating expenses (2) (200) (199) (199) (199) (199) (798) (798)
Cash Basis NOI $ 168,642 $ 156,793 $ 157,264 $ 158,585 $ 167,923 $ 641,284 $ 634,889
Reconciliation of Net Income to NOI and Cash Basis NOI:
Net income $ 66,328 $ 35,793 $ 17,402 $ 32,281 $ 42,885 $ 151,803 $ 141,295
Gain on sale of properties (46,055) — — — — (46,055) (4,061)
Income before gain on sale of properties 20,273 35,793 17,402 32,281 42,885 105,748 137,234
Equity in earnings of an investee (75) (31) (374) (128) (30) (608) (137)
Income tax expense 154 109 99 92 106 454 424
Loss on early extinguishment of debt — 274 7,353 — 437 7,627 526
Interest expense 40,625 40,105 40,800 43,488 43,737 165,019 167,574
Interest and other income (83) (128) (76) (120) (99) (406) (430)
Dividend income (659) (659) (659) (659) (659) (2,637) (2,108)
Operating income 60,235 75,463 64,545 74,954 86,377 275,197 303,083
Impairment of assets — — 5,082 — 1,744 5,082 18,674
Acquisition and certain other transaction related costs 255 — — 292 642 547 2,085
General and administrative expense 45,813 19,883 22,922 15,083 11,619 103,702 46,559
Depreciation and amortization expense 67,398 66,619 69,669 73,175 72,893 276,861 287,831
Property NOI 173,701 161,965 162,218 163,504 173,275 661,389 658,232
Non-cash amortization included in property operating expenses (2) (200) (199) (199) (199) (199) (798) (798)
Lease value amortization (1,386) (1,352) (1,320) (1,291) (1,147) (5,349) (4,941)
Non-cash straight line rent adjustments (3,473) (3,621) (3,435) (3,429) (4,006) (13,958) (17,604)
Cash Basis NOI $ 168,642 $ 156,793 $ 157,264 $ 158,585 $ 167,923 $ 641,284 $ 634,889
(1) See Definitions of Certain Non-GAAP Financial Measures on page 28 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.
(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 Inc. 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 expense, which are included in property operating expenses.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 22
CONSOLID
ATED NET OPER
ATING INCOME (NOI)
AND CASH BASIS NO
I
CONSOLIDATED NET OPERATING INCOME (NOI) AND CASH BASIS NOI (1)
(dollars in thousands)
For the Three Months Ended For the Year Ended
12/31/2017 12/31/2016 % Change 12/31/2017 12/31/2016 % Change
NOI:
Triple Net Leased Senior Living Communities $ 78,301 $ 77,428 1.1 % $ 280,641 $ 274,864 2.1 %
Managed Senior Living Communities 23,066 24,406 (5.5)% 93,297 98,627 (5.4)%
Total Senior Living Communities 101,367 101,834 (0.5)% 373,938 373,491 0.1 %
Life Science 35,003 34,530 1.4 % 138,413 134,141 3.2 %
Medical Office 32,761 32,332 1.3 % 130,784 132,330 (1.2)%
Total MOB Portfolio 67,764 66,862 1.3 % 269,197 266,471 1.0 %
Non-Segment (2) 4,570 4,579 (0.2)% 18,254 18,270 (0.1)%
Total $ 173,701 $ 173,275 0.2 % $ 661,389 $ 658,232 0.5 %
Cash Basis NOI:
Triple Net Leased Senior Living Communities $ 77,542 $ 76,480 1.4 % $ 277,578 $ 270,731 2.5 %
Managed Senior Living Communities 23,066 24,406 (5.5)% 93,297 98,627 (5.4)%
Total Senior Living Communities 100,608 100,886 (0.3)% 370,875 369,358 0.4 %
Life Science 31,069 30,926 0.5 % 123,548 119,764 3.2 %
Medical Office 32,587 31,724 2.7 % 129,377 128,267 0.9 %
Total MOB Portfolio 63,656 62,650 1.6 % 252,925 248,031 2.0 %
Non-Segment (2) 4,378 4,387 (0.2)% 17,484 17,500 (0.1)%
Total $ 168,642 $ 167,923 0.4 % $ 641,284 $ 634,889 1.0 %
(1) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(2) Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 23
SAME PROPERT
Y NOI
AND CASH BASIS NO
I
SAME PROPERTY NOI AND CASH BASIS NOI (1)
(dollars in thousands)
For the Three Months Ended (2) For the Year Ended (3)
12/31/2017 12/31/2016 % Change 12/31/2017 12/31/2016 % Change
NOI:
Triple Net Leased Senior Living Communities $ 76,706 $ 76,195 0.7 % $ 267,902 $ 265,221 1.0 %
Managed Senior Living Communities 22,134 22,917 (3.4)% 88,921 93,222 (4.6)%
Total Senior Living Communities 98,840 99,112 (0.3)% 356,823 358,443 (0.5)%
Life Science 33,513 34,171 (1.9)% 128,298 129,063 (0.6)%
Medical Office 31,850 32,408 (1.7)% 126,992 129,193 (1.7)%
Total MOB Portfolio 65,363 66,579 (1.8)% 255,290 258,256 (1.1)%
Non-Segment (4) 4,570 4,579 (0.2)% 18,254 18,270 (0.1)%
Total $ 168,773 $ 170,270 (0.9)% $ 630,367 $ 634,969 (0.7)%
Cash Basis NOI:
Triple Net Leased Senior Living Communities $ 75,947 $ 75,247 0.9 % $ 264,839 $ 261,049 1.5 %
Managed Senior Living Communities 22,134 22,917 (3.4)% 88,921 93,222 (4.6)%
Total Senior Living Communities 98,081 98,164 (0.1)% 353,760 354,271 (0.1)%
Life Science 29,711 30,615 (3.0)% 114,623 115,379 (0.7)%
Medical Office 31,719 31,800 (0.3)% 125,919 125,424 0.4 %
Total MOB Portfolio 61,430 62,415 (1.6)% 240,542 240,803 (0.1)%
Non-Segment (4) 4,378 4,387 (0.2)% 17,484 17,500 (0.1)%
Total $ 163,889 $ 164,966 (0.7)% $ 611,786 $ 612,574 (0.1)%
(1) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(2) Consists of properties owned continuously and properties owned and managed continuously by the same operator since October 1, 2016 and includes our MOB (two buildings) that is owned in
a joint venture arrangement and excludes properties classified as held for sale, if any.
(3) Consists of properties owned continuously and properties owned and managed continuously by the same operator since January 1, 2016 and includes our MOB (two buildings) that is owned in
a joint venture arrangement and excludes properties classified as held for sale, if any.
(4) Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 24CALCUL
ATION
AND RECONCILI
ATION OF NET OPER
ATING INCOME (NOI), CASH BASIS NOI, SAME PROPERT
Y NOI
AN
D
SAME PROPERT
Y CASH BASIS NOI B
Y SEGMENT FOR THE THREE MONTHS ENDED DECEMBER 31, 2017
AND 201
6
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 Three Months Ended December 31, 2017 For the Three Months Ended December 31, 2016
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 $ 78,301 $ 98,981 $ 96,714 $ 4,570 $ 278,566 $ 77,428 $ 99,019 $ 93,270 $ 4,579 $ 274,296
Property operating expenses — (75,915) (28,950) — (104,865) — (74,613) (26,408) — (101,021)
Property net operating income (NOI) $ 78,301 $ 23,066 $ 67,764 $ 4,570 $ 173,701 $ 77,428 $ 24,406 $ 66,862 $ 4,579 $ 173,275
NOI change 1.1% (5.5)% 1.3 % (0.2)% 0.2 %
Property NOI $ 78,301 $ 23,066 $ 67,764 $ 4,570 $ 173,701 $ 77,428 $ 24,406 $ 66,862 $ 4,579 $ 173,275
Less:
Non-cash straight line rent adjustments 759 — 2,577 137 3,473 948 — 2,921 137 4,006
Lease value amortization — — 1,331 55 1,386 — — 1,092 55 1,147
Non-cash amortization included in property operating expenses (3) — — 200 — 200 — — 199 — 199
Cash Basis NOI $ 77,542 $ 23,066 $ 63,656 $ 4,378 $ 168,642 $ 76,480 $ 24,406 $ 62,650 $ 4,387 $ 167,923
Cash Basis NOI change 1.4% (5.5)% 1.6 % (0.2)% 0.4 %
Reconciliation of NOI to Same Property NOI:
Property NOI $ 78,301 $ 23,066 $ 67,764 $ 4,570 $ 173,701 $ 77,428 $ 24,406 $ 66,862 $ 4,579 $ 173,275
Less:
NOI not included in same property 1,595 932 2,401 — 4,928 1,233 1,489 283 — 3,005
Same property NOI (4) $ 76,706 $ 22,134 $ 65,363 $ 4,570 $ 168,773 $ 76,195 $ 22,917 $ 66,579 $ 4,579 $ 170,270
Same property NOI change 0.7% (3.4)% (1.8)% (0.2)% (0.9)%
Reconciliation of Same Property NOI to Same Property Cash
Basis NOI:
Same property NOI (4) $ 76,706 $ 22,134 $ 65,363 $ 4,570 $ 168,773 $ 76,195 $ 22,917 $ 66,579 $ 4,579 $ 170,270
Less:
Non-cash straight line rent adjustments 759 — 2,400 137 3,296 948 — 2,873 137 3,958
Lease value amortization — — 1,333 55 1,388 — — 1,092 55 1,147
Non-cash amortization included in property operating expenses (3) — — 200 — 200 — — 199 — 199
Same property cash basis NOI (4) $ 75,947 $ 22,134 $ 61,430 $ 4,378 $ 163,889 $ 75,247 $ 22,917 $ 62,415 $ 4,387 $ 164,966
Same property cash basis NOI change 0.9% (3.4)% (1.6)% (0.2)% (0.7)%
(1) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and Definitions of Certain Non-GAAP Financial Measures on page 28 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.
(2) Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
(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 Inc. 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 expense, which is included in property operating expenses.
(4) Consists of properties owned continuously and properties owned and managed continuously by the same operator since October 1, 2016 and includes our MOB (two buildings) that is owned in a joint venture
arrangement and excludes properties classified as held for sale, if any.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 25
(1) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and Definitions of Certain Non-GAAP Financial Measures on page 28 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.
(2) Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
(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 Inc. 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 expense, which is included in property operating expenses.
(4) Consists of properties owned continuously and properties owned and managed continuously by the same operator since January 1, 2016 and includes our MOB (two buildings) that is owned in a joint
venture arrangement and excludes properties classified as held for sale, if any.
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 Year Ended December 31, 2017 For the Year Ended December 31, 2016
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 $ 280,641 $ 393,797 $ 382,127 $ 18,254 $ 1,074,819 $ 275,697 $ 391,822 $ 372,233 $ 18,270 $ 1,058,022
Property operating expenses — (300,500) (112,930) — (413,430) (833) (293,195) (105,762) — (399,790)
Property net operating income (NOI) $ 280,641 $ 93,297 $ 269,197 $ 18,254 $ 661,389 $ 274,864 $ 98,627 $ 266,471 $ 18,270 $ 658,232
NOI change 2.1% (5.4)% 1.0 % (0.1)% 0.5 %
Property NOI $ 280,641 $ 93,297 $ 269,197 $ 18,254 $ 661,389 $ 274,864 $ 98,627 $ 266,471 $ 18,270 $ 658,232
Less:
Non-cash straight line rent adjustments 3,063 — 10,346 549 13,958 4,133 — 12,922 549 17,604
Lease value amortization — — 5,128 221 5,349 — — 4,720 221 4,941
Non-cash amortization included in property operating expenses (3) — — 798 — 798 — — 798 — 798
Cash Basis NOI $ 277,578 $ 93,297 $ 252,925 $ 17,484 $ 641,284 $ 270,731 $ 98,627 $ 248,031 $ 17,500 $ 634,889
Cash Basis NOI change 2.5% (5.4)% 2.0 % (0.1)% 1.0 %
Reconciliation of NOI to Same Property NOI:
Property NOI $ 280,641 $ 93,297 $ 269,197 $ 18,254 $ 661,389 $ 274,864 $ 98,627 $ 266,471 $ 18,270 $ 658,232
Less:
NOI not included in same property 12,739 4,376 13,907 — 31,022 9,643 5,405 8,215 — 23,263
Same property NOI (4) $ 267,902 $ 88,921 $ 255,290 $ 18,254 $ 630,367 $ 265,221 $ 93,222 $ 258,256 $ 18,270 $ 634,969
Same property NOI change 1.0% (4.6)% (1.1)% (0.1)% (0.7)%
Reconciliation of Same Property NOI to Same Property Cash
Basis NOI:
Same property NOI (4) $ 267,902 $ 88,921 $ 255,290 $ 18,254 $ 630,367 $ 265,221 $ 93,222 $ 258,256 $ 18,270 $ 634,969
Less:
Non-cash straight line rent adjustments 3,063 — 8,966 549 12,578 4,172 — 12,241 549 16,962
Lease value amortization — — 4,984 221 5,205 — — 4,421 221 4,642
Non-cash amortization included in property operating expenses (3) — — 798 — 798 — — 791 — 791
Same property cash basis NOI (4) $ 264,839 $ 88,921 $ 240,542 $ 17,484 $ 611,786 $ 261,049 $ 93,222 $ 240,803 $ 17,500 $ 612,574
Same property cash basis NOI change 1.5% (4.6)% (0.1)% (0.1)% (0.1)%
CALCUL
ATION
AND RECONCILI
ATION OF NET OPER
ATING INCOME (NOI), CASH BASIS NOI, SAME PROPERT
Y NOI
AN
D
SAME PROPERT
Y CASH BASIS NOI B
Y SEGMENT FOR THE
YEARS ENDED DECEMBER 31, 2017
AND 201
6
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 26
CALCUL
ATION
AND RECONCILI
ATION OF EBITD
A
AND
ADJUSTED EBITD
A
CALCULATION AND RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (1)
(amounts in thousands)
For the Three Months Ended For the Year Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016 12/31/2017 12/31/2016
Net income $ 66,328 $ 35,793 $ 17,402 $ 32,281 $ 42,885 $ 151,803 $ 141,295
Interest expense 40,625 40,105 40,800 43,488 43,737 165,019 167,574
Income tax expense 154 109 99 92 106 454 424
Depreciation and amortization expense 67,398 66,619 69,669 73,175 72,893 276,861 287,831
EBITDA 174,505 142,626 127,970 149,036 159,621 594,137 597,124
General and administrative expense paid in common shares (2) 530 593 643 390 61 2,155 2,195
Estimated business management incentive fees (3) (22,048) 8,022 10,760 3,266 — — —
Acquisition and certain other transaction related costs 255 — — 292 642 547 2,085
Impairment of assets — — 5,082 — 1,744 5,082 18,674
Loss on early extinguishment of debt — 274 7,353 — 437 7,627 526
Gain on sale of properties (46,055) — — — — (46,055) (4,061)
Adjusted EBITDA $ 107,187 $ 151,515 $ 151,808 $ 152,984 $ 162,505 $ 563,493 $ 616,543
(1) See Definitions of Certain Non-GAAP Financial Measures on page 28 for a definition of EBITDA and Adjusted EBITDA and a description of why we believe they are
appropriate supplemental measures.
(2) Amounts represent equity compensation awarded to our trustees, officers and certain other employees of RMR LLC.
(3) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share
total return, as defined, and are included in general and administrative expense in our condensed consolidated statements of income. In calculating net income in
accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize
this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include these amounts in the calculation of Adjusted
EBITDA until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Adjusted EBITDA
includes business management incentive fee expense of $55,740 for both the three months and year ended December 31, 2017.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 27
CALCUL
ATION
AND RECONCILI
ATION O
F
FUNDS FROM OPER
ATIONS (FFO)
AND NORMALIZED FF
O
CALCULATION AND RECONCILIATION OF FUNDS FROM OPERATIONS (FFO)
AND NORMALIZED FFO (1)
(amounts in thousands, except per share data)
For the Three Months Ended For the Year Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016 12/31/2017 12/31/2016
Net income attributable to common shareholders $ 65,000 $ 34,414 $ 16,042 $ 32,155 $ 42,885 $ 147,610 $ 141,295
Depreciation and amortization expense 67,398 66,619 69,669 73,175 72,893 276,861 287,831
Noncontrolling interest's share of net FFO adjustments (5,304) (5,305) (5,305) (456) — (16,370) —
Gain on sale of properties (46,055) — — — — (46,055) (4,061)
Impairment of assets — — 5,082 — 1,744 5,082 18,674
FFO 81,039 95,728 85,488 104,874 117,522 367,128 443,739
Estimated business management incentive fees (2) (22,048) 8,022 10,760 3,266 — — —
Acquisition and certain other transaction related costs 255 — — 292 642 547 2,085
Loss on early extinguishment of debt — 274 7,353 — 437 7,627 526
Normalized FFO $ 59,246 $ 104,024 $ 103,601 $ 108,432 $ 118,601 $ 375,302 $ 446,350
Weighted average common shares outstanding (basic) 237,467 237,421 237,399 237,391 237,391 237,420 237,345
Weighted average common shares outstanding (diluted) 237,475 237,460 237,445 237,416 237,393 237,452 237,382
Per Common Share Data (basic and diluted):
Net income attributable to common shareholders $ 0.27 $ 0.14 $ 0.07 $ 0.14 $ 0.18 $ 0.62 $ 0.60
FFO $ 0.34 $ 0.40 $ 0.36 $ 0.44 $ 0.50 $ 1.55 $ 1.87
Normalized FFO $ 0.25 $ 0.44 $ 0.44 $ 0.46 $ 0.50 $ 1.58 $ 1.88
(1) See Definitions of Certain Non-GAAP Financial Measures on page 28 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.
(2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total
return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income attributable to common
shareholders in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we
recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income attributable to common shareholders, we do not include these
amounts in the calculation of Normalized FFO until the fourth quarter, when the amount of business management incentive fee expense for the calendar year, if any, is
determined. Normalized FFO includes business management incentive fee expense of $55,740 for both the three months and year ended December 31, 2017. Excluding
business management incentive fee expense, Normalized FFO would have been $0.48 and $1.82 for the three months and year ended December 31, 2017, respectively.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 28
DEFINITIONS OF CER
TAIN NON-GAA
P FINANCIA
L MEASURE
S
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 that we record 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 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 alternatives to net income, net income attributable
to common shareholders or operating income as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income,
net income attributable to common shareholders and operating income as presented in our condensed consolidated statements of income. Other real estate companies and REITs 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 26. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our operating performance, along
with net income, net income attributable to common shareholders 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
alternatives to net income, net income attributable to common shareholders or operating income as indicators of operating performance or as measures of our liquidity. These measures should
be considered in conjunction with net income, net income attributable to common shareholders and operating income as presented in our condensed consolidated statements of income. Other
real estate companies and REITs may calculate EBITDA and Adjusted EBITDA differently than we do.
FFO and Normalized FFO
We calculate FFO and Normalized FFO as shown on page 27. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is net
income attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, if any, plus real
estate depreciation and amortization and the difference between net income attributable to common shareholders and FFO attributable to noncontrolling interest, 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 be payable when all contingencies for determining such fees are known at the end of the
calendar year, and we exclude acquisition and certain other transaction related costs expensed under GAAP such as legal and professional fees associated with our acquisition and disposition
activities, gains and losses on early extinguishment of debt, if any, and Normalized FFO from noncontrolling interest, net of FFO, if any. We consider FFO and Normalized FFO to be appropriate
supplemental measures of operating performance for a REIT, along with net income, net income attributable to common shareholders 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 and amortization 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 for 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 alternatives to net income, net income attributable to common shareholders or operating income as indicators of our operating performance or as measures
of our liquidity. These measures should be considered in conjunction with net income, net income attributable to common shareholders and operating income as presented in our condensed
consolidated statements of income. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.
DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 29
PORTFOLIO INFORMATION
29
The Stratford, Carmel, IN
Tenant: Maxwell Group
213 Living Units
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 30PORTFOLIO SUMMA
RY
B
Y GEOGRAPHIC DIVERSIFIC
ATION
AND PROPERT
Y TYP
E
PORTFOLIO SUMMARY BY GEOGRAPHIC DIVERSIFICATION AND PROPERTY TYPE
(1) Cost of real estate properties is before depreciation and less impairment write downs, if any, and excludes properties classified as held
for sale, if any.
(2) See Page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount.
Property Type
Independent
Living: 30%
Assisted
Living: 25%
SNFs: 3%
Life
Science:
20%
Medical
Office: 19%
Wellness
Centers: 3%
Geographic Diversification
MA: 14%
CA: 11%
FL: 9%
TX: 7%
GA: 5%
WI: 4%
MD: 4%
NC: 3%
IN: 3% NY: 3%
32 Other States +
D.C.: 37%
(1) (2)(based on Cost of Real Estate Properties as of December 31, 2017) (based on Q4 2017 NOI)
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 31
PORTFOLIO SUMMA
RY
B
Y PROPERT
Y TYPE
AND TENAN
T
PORTFOLIO SUMMARY BY PROPERTY TYPE AND TENANT
(dollars in thousands, except investment per unit or square foot)
As of December 31, 2017
Number of Number of Units Carrying Value % of Total Investment per Unit Q4 2017 % of Q4 2017 % of Q4 2017
Properties or Square Feet of Investment (1) Investment or Square Foot (2) Revenues Total Revenues Q4 2017 NOI (3) Total NOI
Property Type:
Independent living (4) 68 16,150 $ 2,281,959 26.9% $ 141,298 $ 94,395 33.9% $ 51,780 29.9%
Assisted living (4) 198 14,552 2,142,994 25.3% $ 147,265 77,258 27.8% 43,958 25.3%
Skilled nursing facilities (4) 39 4,131 183,854 2.2% $ 44,506 5,629 2.0% 5,629 3.2%
Subtotal senior living communities 305 34.833 4,608,807 54.4% $ 132,312 177,282 63.7% 101,367 58.4%
Life science 23 4,482,138 1,858,021 21.9% $ 415 45,171 16.2% 35,003 20.2%
Medical office 102 7,583,874 1,830,012 21.6% $ 241 51,543 18.5% 32,761 18.8%
Subtotal MOBs (5) 125 12,066,012 sq. ft. 3,688,033 43.5% $ 306 96,714 34.7% 67,764 39.0%
Wellness centers 10 812,000 sq. ft. 178,110 2.1% $ 219 4,570 1.6% 4,570 2.6%
Total 440 $ 8,474,950 100.0% $ 278,566 100.0% $ 173,701 100.0%
Tenant / Operator / Managed Properties:
Five Star 185 20,133 $ 2,330,630 27.6% $ 115,762 $ 57,100 20.5% $ 57,100 32.9%
Sunrise Senior Living / Marriott (6) 3 1,197 — —% $ — 5,435 2.0% 5,435 3.1%
Brookdale Senior Living 18 940 69,669 0.8% $ 74,116 3,790 1.4% 3,790 2.2%
11 private senior living companies (combined) 29 3,520 569,461 6.7% $ 161,779 11,976 4.3% 11,976 6.9%
Subtotal triple net leased senior living
communities 235 25,790 2,969,760 35.1% $ 115,152 78,301 28.2% 78,301 45.1%
Managed senior living communities (7) 70 9,043 1,639,047 19.3% $ 181,250 98,981 35.5% 23,066 13.3%
Subtotal senior living communities 305 34,833 4,608,807 54.4% $ 132,312 177,282 63.7% 101,367 58.4%
Life science 23 4,482,138 1,858,021 21.9% $ 415 45,171 16.2% 35,003 20.2%
Medical office 102 7,583,874 1,830,012 21.6% $ 241 51,543 18.5% 32,761 18.8%
Subtotal MOBs (5) 125 12,066,012 sq. ft. 3,688,033 43.5% $ 306 96,714 34.7% 67,764 39.0%
Wellness centers 10 812,000 sq. ft. 178,110 2.1% $ 219 4,570 1.6% 4,570 2.6%
Total 440 $ 8,474,950 100.0% $ 278,566 100.0% $ 173,701 100.0%
(1) Represents gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs, if any. Amounts exclude investment carrying value of four senior living communities classified
as held for sale as of December 31, 2017, which are included in other assets in our consolidated balance sheet.
(2) Represents carrying value of investment divided by the number of living units or rentable square feet, as applicable, at December 31, 2017.
(3) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount.
(4) Senior living communities are categorized by the type of living units which constitute a majority of the living units at the community.
(5) These 125 MOB properties are comprised of 151 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.
(6) Marriott International, Inc., or Marriott, guarantees the lessee's obligations under these leases. In December 2017, we entered into two agreements to sell our four senior living communities leased to a subsidiary of Sunrise Senior
Living, LLC, or Sunrise. We sold one of these communities in December 2017 and expect the closings of the sales of the remaining three communities to occur by March 31, 2018. The three communities were classified as held for
sale as of December 31, 2017.
(7) These senior living communities are managed for our account and include properties leased to our taxable REIT subsidiaries, or TRSs.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 32
OCCU
PANC
Y B
Y PROPERT
Y TYPE
AND TENAN
T OCCUPANCY BY PROPERTY TYPE AND TENANT (1)
For the Twelve Months Ended (2)
9/30/2017 6/30/2017 3/31/2017 12/31/2016 9/30/2016
Property Type:
Independent living 85.7% 86.7% 86.3% 86.3% 86.4%
Assisted living 84.5% 84.8% 85.2% 85.9% 86.2%
Skilled nursing facilities 76.5% 77.2% 78.2% 78.5% 78.5%
Weighted average occupancy senior living communities 84.1% 84.8% 84.8% 85.2% 85.4%
Life science 97.4% 99.3% 99.4% 99.3% 98.7%
Medical office 94.8% 94.8% 94.6% 94.8% 94.2%
Weighted average occupancy MOBs (3) 95.8% 96.5% 96.4% 96.5% 95.9%
Wellness centers 100.0% 100.0% 100.0% 100.0% 100.0%
Tenant / Managed Properties:
Five Star 82.6% 83.0% 83.3% 83.6% 83.9%
Brookdale Senior Living 83.2% 83.2% 83.9% 84.5% 85.6%
11 private senior living companies (combined) 87.6% 88.5% 89.0% 89.3% 88.8%
Weighted average occupancy triple net leased senior living communities 83.4% 83.8% 84.2% 84.5% 84.7%
Managed senior living communities (4) 86.1% 86.3% 86.6% 87.2% 87.3%
Weighted average occupancy senior living communities 84.1% 84.8% 84.8% 85.2% 85.4%
Life science 97.4% 99.3% 99.4% 99.3% 98.7%
Medical office 94.8% 94.8% 94.6% 94.8% 94.2%
Weighted average occupancy MOBs (3) 95.8% 96.5% 96.4% 96.5% 95.9%
Wellness centers 100.0% 100.0% 100.0% 100.0% 100.0%
(1) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale 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 and (ii) space which is leased but is not occupied or is being offered for sublease
by tenants. MOB occupancy as of December 31, 2017 was 95.0%.
(4) These senior living communities are managed for our account and include properties leased to our TRSs. Occupancy for the 12 month period ended or, if shorter, from the
date of acquisition through December 31, 2017, was 85.8%.
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.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 33
RENT COVERAGE B
Y TENANT (TRIPLE NET LEASED SENIOR LIVING COMMUNITIE
S
AND WELLNESS CENTERS
)
RENT COVERAGE BY TENANT (TRIPLE NET LEASED SENIOR LIVING COMMUNITIES AND WELLNESS CENTERS) (1)
For the Twelve Months Ended
Tenant 9/30/2017 6/30/2017 3/31/2017 12/31/2016 9/30/2016
Five Star 1.15x 1.16x 1.17x 1.19x 1.22x
Brookdale Senior Living 2.38x 2.44x 2.53x 2.59x 2.64x
11 private senior living companies (combined) 1.23x 1.23x 1.26x 1.28x 1.26x
Weighted average rent coverage triple net leased senior living communities 1.21x 1.22x 1.23x 1.26x 1.28x
Wellness centers 1.76x 1.80x 1.85x 1.91x 1.89x
Total 1.24x 1.25x 1.27x 1.30x 1.32x
(1) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale during the periods presented.
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 of our properties, before subordinated charges, if any, divided by rent payable to us.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 34
TRIPLE NET LEASED SENIOR LIVING COMMUNITIES SEGMENT
AND SAME PROPERT
Y
–
RESU
LTS OF OPER
ATION
S TRIPLE NET LEASED SENIOR LIVING COMMUNITIES SEGMENT - RESULTS OF OPERATIONS (1)
(dollars in thousands)
As of and For the Three Months
Ended December 31,
As of and For the Year Ended
December 31,
2017 2016 2017 2016
Number of Properties 235 236 235 236
Number of Units 25,790 26,220 25,790 26,220
Occupancy (2) 83.4% 84.7% 83.4% 84.7%
Rent Coverage (2) 1.21x 1.28x 1.21x 1.28x
Rental Income $ 78,301 $ 77,428 $ 280,641 $ 275,697
NOI (3) $ 78,301 $ 77,428 $ 280,641 $ 274,864
Cash Basis NOI (3) $ 77,542 $ 76,480 $ 277,578 $ 270,731
NOI % change 1.1% 2.1%
Cash Basis NOI % change 1.4% 2.5%
TRIPLE NET LEASED SENIOR LIVING COMMUNITIES SAME PROPERTY - RESULTS OF OPERATIONS (1)
(dollars in thousands)
As of and For the Three Months
Ended December 31,
As of and For the Year Ended
December 31,
2017 (4) 2016 (4) 2017 (5) 2016 (5)
Number of Properties 233 233 222 222
Number of Units 25,672 25,672 23,798 23,798
Occupancy (2) 83.2% 84.7% 83.2% 84.7%
Rent Coverage (2) 1.21x 1.27x 1.21x 1.27x
Rental Income $ 76,706 $ 76,195 $ 267,902 $ 265,221
NOI (3) $ 76,706 $ 76,195 $ 267,902 $ 265,221
Cash Basis NOI (3) $ 75,947 $ 75,247 $ 264,839 $ 261,049
NOI % change 0.7% 1.0%
Cash Basis NOI % change 0.9% 1.5%
(1) Includes independent and assisted living communities and SNFs.
(2) All tenant operating data presented are based upon the operating results provided by our tenants for the 12 months ended September 30, 2017 and 2016 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’ facility
operations of our properties, before subordinated charges, if any, divided by triple net lease minimum rents payable to us. We have not independently verified tenant
operating data. Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale during the periods presented.
(3) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(4) Consists of triple net leased senior living communities owned continuously since October 1, 2016 and excludes communities classified as held for sale, if any.
(5) Consists of triple net leased senior living communities owned continuously since January 1, 2016 and excludes communities classified as held for sale, if any.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 35
MANAGED SENIOR LIVING COMMUNITIES SEGMENT
AND SAME PROPERT
Y
–
RESU
LTS OF OPER
ATION
S MANAGED SENIOR LIVING COMMUNITIES SEGMENT - RESULTS OF OPERATIONS
(dollars in thousands, except average monthly rate)
As of and For the Three Months Ended
December 31,
As of and For the Year Ended
December 31,
2017 2016 2017 2016
Number of Properties (1) 70 68 70 68
Number of Units (1) 9,043 8,788 9,043 8,788
Occupancy 85.9 % 85.2% 85.8 % 87.2%
Average Monthly Rate (2) $ 4,254 $ 4,222 $ 4,279 $ 4,243
Average Monthly Rate % Growth 0.8 % 0.8 %
Residents Fees and Services $ 98,981 $ 99,019 $ 393,797 $ 391,822
Property Operating Expenses (75,915) (74,613) (300,500) (293,195)
NOI (3) $ 23,066 $ 24,406 $ 93,297 $ 98,627
NOI Margin % (4) 23.3 % 24.6% 23.7 % 25.2%
NOI % Change (5.5)% (5.4)%
MANAGED SENIOR LIVING COMMUNITIES SAME PROPERTY - RESULTS OF OPERATIONS
(dollars in thousands, except average monthly rate)
As of and For the Three Months Ended
December 31,
As of and For the Year Ended
December 31,
2017 (5) 2016 (5) 2017 (6) 2016 (6)
Number of Properties 63 63 60 60
Number of Units 8,407 8,407 8,106 8,106
Occupancy 87.4 % 86.5% 86.1 % 87.2%
Average Monthly Rate (2) $ 4,262 $ 4,222 $ 4,265 $ 4,213
Average Monthly Rate % Growth 0.9 % 1.2 %
Residents Fees and Services $ 94,193 $ 94,023 $ 366,115 $ 366,701
Property Operating Expenses (72,059) (71,106) (277,194) (273,479)
NOI (3) $ 22,134 $ 22,917 $ 88,921 $ 93,222
NOI Margin % (4) 23.5 % 24.4% 24.3 % 25.4%
NOI % Change (3.4)% (4.6)%
(1) Includes only those managed senior living communities owned and managed for our account during the periods presented.
(2) Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and
multiplying it by 30 days.
(3) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(4) NOI margin % is defined as NOI as a percentage of residents fees and services.
(5) Consists of managed senior living communities owned and managed by the same operator continuously since October 1, 2016 and excludes communities classified as held
for sale, if any.
(6) Consists of managed senior living communities owned and managed by the same operator continuously since January 1, 2016 and excludes communities classified as held
for sale, if any.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 36
MOB PORTFOLIO SEGMENT
AND SAME PROPERT
Y - RESU
LTS OF OPER
ATION
S
(THREE MONTHS ENDED DECEMBER 31, 2017
AND 201
6)
MOB PORTFOLIO SEGMENT - RESULTS OF OPERATIONS
(dollars and sq. ft. in thousands)
As of and For the Three Months Ended
December 31, 2017
As of and For the Three Months Ended
December 31, 2016
Life Science Medical Office Total MOB Life Science Medical Office Total MOB
Number of Properties 23 102 125 20 99 119
Number of Buildings 34 117 151 31 114 145
Square Feet (1) 4,482 7,584 12,066 4,255 7,176 11,431
Occupancy (2) 97.4 % 93.5 % 95.0 % 99.3% 94.8% 96.5%
Rental Income (3) $ 45,171 $ 51,543 $ 96,714 $ 42,384 $ 50,886 $ 93,270
NOI (4) $ 35,003 $ 32,761 $ 67,764 $ 34,530 $ 32,332 $ 66,862
Cash Basis NOI (4) $ 31,069 $ 32,587 $ 63,656 $ 30,926 $ 31,724 $ 62,650
NOI Margin % (5) 77.5 % 63.6 % 70.1 % 81.5% 63.5% 71.7%
Cash Basis NOI Margin % (6) 75.9 % 61.9 % 68.1 % 75.6% 62.0% 68.0%
NOI % Change 1.4 % 1.3 % 1.3 %
Cash Basis NOI % Change 0.5 % 2.7 % 1.6 %
MOB PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS
(dollars and sq. ft. in thousands)
As of and For the Three Months Ended
December 31, 2017 (7)
As of and For the Three Months Ended
December 31, 2016 (7)
Life Science Medical Office Total MOB Life Science Medical Office Total MOB
Number of Properties 19 99 118 19 99 118
Number of Buildings 30 114 144 30 114 144
Square Feet (1) 4,159 7,181 11,340 4,159 7,176 11,335
Occupancy (2) 97.3 % 93.5 % 94.9 % 99.3% 94.8% 96.4%
Rental Income (3) $ 43,149 $ 49,965 $ 93,114 $ 42,010 $ 50,886 $ 92,896
NOI (4) $ 33,513 $ 31,850 $ 65,363 $ 34,171 $ 32,408 $ 66,579
Cash Basis NOI (4) $ 29,711 $ 31,719 $ 61,430 $ 30,615 $ 31,800 $ 62,415
NOI Margin % (5) 77.7 % 63.7 % 70.2 % 81.3% 63.7% 71.7%
Cash Basis NOI Margin % (6) 75.9 % 62.1 % 68.2 % 75.6% 62.2% 68.2%
NOI % Change (1.9)% (1.7)% (1.8)%
Cash Basis NOI % Change (3.0)% (0.3)% (1.6)%
(1) Prior periods exclude space re-measurements made subsequent to those periods.
(2) Occupancy includes (i) space being fitted out for occupancy and (ii) space which is leased but is not occupied or is being offered for sublease by tenants.
(3) Includes some triple net lease rental income.
(4) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(5) NOI margin % is defined as NOI as a percentage of rental income.
(6) 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.
(7) Consists of MOBs owned continuously since October 1, 2016 and includes our MOB (two buildings) that is owned in a joint venture arrangement and excludes properties classified as held for sale, if any.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 37
MOB PORTFOLIO SEGMENT
AND SAME PROPERT
Y - RESU
LTS OF OPER
ATIONS
(YEARS ENDED DECEMBER 31, 2017
AND 201
6)
MOB PORTFOLIO SEGMENT - RESULTS OF OPERATIONS
(dollars and sq. ft. in thousands)
As of and For the Year Ended
December 31, 2017
As of and For the Year Ended
December 31, 2016
Life Science Medical Office Total MOB Life Science Medical Office Total MOB
Number of Properties 23 102 125 20 99 119
Number of Buildings 34 117 151 31 114 145
Square Feet (1) 4,482 7,584 12,066 4,255 7,176 11,431
Occupancy (2) 97.4 % 93.5 % 95.0 % 99.3% 94.8% 96.5%
Rental Income (3) $ 176,483 $ 205,644 $ 382,127 $ 168,341 $ 203,892 $ 372,233
NOI (4) $ 138,413 $ 130,784 $ 269,197 $ 134,141 $ 132,330 $ 266,471
Cash Basis NOI (4) $ 123,548 $ 129,377 $ 252,925 $ 119,764 $ 128,267 $ 248,031
NOI Margin % (5) 78.4 % 63.6 % 70.4 % 79.7% 64.9% 71.6%
Cash Basis NOI Margin % (6) 76.7 % 63.2 % 69.1 % 77.0% 64.4% 69.9%
NOI % Change 3.2 % (1.2)% 1.0 %
Cash Basis NOI % Change 3.2 % 0.9 % 2.0 %
MOB PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS
(dollars and sq. ft. in thousands)
As of and For the Year Ended
December 31, 2017 (7)
As of and For the Year Ended
December 31, 2016 (7)
Life Science Medical Office Total MOB Life Science Medical Office Total MOB
Number of Properties 18 98 116 18 98 116
Number of Buildings 29 111 140 29 111 140
Square Feet (1) 3,994 7,052 11,046 3,994 7,047 11,041
Occupancy (2) 97.2 % 93.4 % 94.8 % 99.3% 94.7% 96.3%
Rental Income (3) $ 165,323 $ 198,535 $ 363,858 $ 163,104 $ 198,757 $ 361,861
NOI (4) $ 128,298 $ 126,992 $ 255,290 $ 129,063 $ 129,193 $ 258,256
Cash Basis NOI (4) $ 114,623 $ 125,919 $ 240,542 $ 115,379 $ 125,424 $ 240,803
NOI Margin % (5) 77.6 % 64.0 % 70.2 % 79.1% 65.0% 71.4%
Cash Basis NOI Margin % (6) 75.7 % 63.6 % 68.9 % 76.5% 64.4% 69.7%
NOI % Change (0.6)% (1.7)% (1.1)%
Cash Basis NOI % Change (0.7)% 0.4 % (0.1)%
(1) Prior periods exclude space re-measurements made subsequent to those periods.
(2) Occupancy includes (i) space being fitted out for occupancy and (ii) space which is leased but is not occupied or is being offered for sublease by tenants.
(3) Includes some triple net lease rental income.
(4) See page 21 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount, and pages 24-25 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.
(5) NOI margin % is defined as NOI as a percentage of rental income.
(6) 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.
(7) Consists of MOBs owned continuously since January 1, 2016 and includes our MOB (two buildings) that is owned in a joint venture arrangement and excludes properties classified as held for sale, if any.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 38
MOB LEASING SUMMA
RY MOB LEASING SUMMARY
(dollars and sq. ft. in thousands, except per sq. ft. data)
As of and For the Three Months Ended
12/31/2017 9/30/2017 6/30/2017 3/31/2017 12/31/2016
Properties 125 121 120 120 119
Buildings 151 147 146 146 145
Total sq. ft. (1) 12,066 11,611 11,552 11,552 11,431
Occupancy (2) 95.0% 95.8% 96.5% 96.4% 96.5%
Leasing Activity (sq. ft.):
New leases 37 50 37 51 138
Renewals 316 352 280 186 43
Total 353 402 317 237 181
Rent Rate on New and Renewed Leases:
New leases $ 31.27 $ 34.41 $ 33.18 $ 23.08 $ 26.38
Renewals $ 29.85 $ 23.20 $ 30.78 $ 31.69 $ 31.46
Average net annual rent $ 29.99 $ 24.61 $ 31.06 $ 29.83 $ 27.59
Leasing Costs and Concession Commitments (3):
New leases $ 1,425 $ 2,928 $ 1,260 $ 1,567 $ 3,013
Renewals 6,597 4,030 5,970 2,801 434
Total $ 8,022 $ 6,958 $ 7,230 $ 4,368 $ 3,447
Leasing Costs and Concession Commitments per Sq. Ft. (3):
New leases $ 39.28 $ 58.04 $ 34.23 $ 30.72 $ 21.89
Renewals $ 20.88 $ 11.45 $ 21.33 $ 15.03 $ 10.09
All new and renewed leases $ 22.77 $ 17.29 $ 22.83 $ 18.40 $ 19.08
Weighted Average Lease Term (years) (4):
New leases 8.7 9.7 5.1 5.4 8.1
Renewals 5.9 6.7 4.6 5.6 4.4
All new and renewed leases 6.2 7.2 4.7 5.6 7.1
Leasing Costs and Concession Commitments per Sq. Ft. per Year (3):
New leases $ 4.53 $ 6.01 $ 6.65 $ 5.66 $ 2.71
Renewals $ 3.56 $ 1.71 $ 4.62 $ 2.66 $ 2.30
All new and renewed leases $ 3.69 $ 2.40 $ 4.87 $ 3.28 $ 2.69
(1) Sq. ft. measurements are subject to modest changes when space is periodically re-measured or re-configured for new tenants.
(2) Occupancy includes (i) space being fitted out for occupancy 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 December 31, 2017, 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.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 39
TENANTS REPRESENTING 1% OR MORE OF
TO
TA
L ANNUALIZED
REN
TA
L INCOM
E
TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME
(dollars in thousands)
As of December 31, 2017
% of
Annualized Annualized Rental
Tenant Facility Type Rental Income (1) Income (1) Expiration
1 Five Star Senior Living Inc. Senior living $ 211,862 27.4% 2024 - 2032
2 Vertex Pharmaceuticals Inc. (2) MOB - Life science 91,120 11.8% 2028
3 Aurora Health Care, Inc. MOB - Medical office 16,896 2.2% 2024
4 Cedars-Sinai Medical Center MOB - Medical office 14,132 1.8% 2018 - 2025
5 Pacifica Senior Living, LLC Senior living 13,424 1.7% 2023
6 Sunrise Senior Living, LLC / Marriott (3) Senior living 11,930 1.5% 2023
7 Life Time Fitness, Inc. Wellness center 10,550 1.4% 2028
8 The Scripps Research Institute MOB - Life science 10,177 1.3% 2019
9 Brookdale Senior Living, Inc. Senior living 10,070 1.3% 2032
10 HCA Healthcare, Inc. MOB - Medical office 7,880 1.0% 2018 - 2025
11 Reliant Medical Group, Inc. MOB - Medical office 7,595 1.0% 2019
12 Starmark Holdings, LLC Wellness center 7,546 1.0% 2023
13 Ology Bioservices, Inc. MOB - Medical office 7,384 1.0% 2031
All Other Tenants (4) 351,491 45.6% 2018 - 2035
Total Tenants $ 772,057 100.0%
(1) Annualized rental income is based on rents pursuant to existing leases as of December 31, 2017. 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.
(2) The property leased by this tenant is owned by a joint venture, in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported
under GAAP.
(3) Includes three communities leased to Sunrise that were classified as held for sale at December 31, 2017. We expect the closings of the sales of these communities to occur by
March 31, 2018.
(4) Includes NOI (three months ended December 31, 2017, annualized) from our managed senior living communities.
Senior Housing Properties Trust
Supplemental Operating and Financial Data, December 31, 2017 40
PORTFOLIO LEASE EXPIR
ATION SCHEDUL
E PORTFOLIO LEASE EXPIRATION SCHEDULE
(dollars in thousands)
As of December 31, 2017
Annualized Rental Income (1)
Year
Senior Living
Communities (2) MOBs Wellness Centers Total
Percent of Total
Annualized Rental
Income Expiring
Cumulative Percentage
of Annualized Rental
Income Expiring
2018 $ — $ 20,852 $ — $ 20,852 2.7% 2.7%
2019 590 44,580 — 45,170 5.9% 8.6%
2020 — 32,817 — 32,817 4.3% 12.9%
2021 1,424 23,613 — 25,037 3.2% 16.1%
2022 — 28,477 — 28,477 3.7% 19.8%
2023 (3) 25,354 14,318 7,546 47,218 6.1% 25.9%
2024 70,755 43,368 — 114,123 14.8% 40.7%
2025 — 13,676 — 13,676 1.8% 42.5%
2026 68,241 19,829 — 88,070 11.4% 53.9%
Thereafter (4) 206,185 139,882 10,550 356,617 46.1% 100.0%
Total $ 372,549 $ 381,412 $ 18,096 $ 772,057 100.0%
Average remaining lease term for all properties (weighted by annualized rental income): 8.9 years
Number of Living Units or Square Feet with Leases Expiring (5)
Living Units / Beds Square Feet
Year
Senior Living
Communities
(Units) (2)
Percent of Total
Living Units
Expiring
Cumulative
Percentage of Total
Living Units Expiring
MOBs
(Square Feet)
Wellness Centers
(Square Feet) Total Square Feet
Percent of Total Square
Feet Expiring
Cumulative
Percentage of
Total Square Feet
Expiring
2018 — —% —% 660,640 — 660,640 5.4% 5.4%
2019 175 0.5% 0.5% 1,410,045 — 1,410,045 11.5% 16.9%
2020 — —% 0.5% 1,415,186 — 1,415,186 11.5% 28.4%
2021 361 1.0% 1.5% 737,864 — 737,864 6.0% 34.4%
2022 — —% 1.5% 1,085,530 — 1,085,530 8.8% 43.2%
2023 1,841 (3) 5.3% 6.8% 901,523 354,000 1,255,523 10.2% 53.4%
2024 6,591 19.0% 25.8% 1,639,722 — 1,639,722 13.3% 66.7%
2025 — —% 25.8% 564,262 — 564,262 4.6% 71.3%
2026 6,857 19.7% 45.5% 658,539 658,539 5.4% 76.7%
Thereafter (4) 18,962 54.5% 100.0% 2,384,671 458,000 2,842,671 23.3% 100.0%
Total 34,787 100.0% 11,457,982 812,000 12,269,982 100.0%
(1) Annualized rental income is based on rents pursuant to existing leases as of December 31, 2017. 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 December 31, 2017,
annualized) from our managed senior living communities. Rental income amounts also include 100% of rental income as reported under GAAP from a property owned by a joint venture of which we own 55%.
(2) Includes triple net leased and managed independent living communities, assisted living communities, continuing care retirement communities and SNFs. Includes NOI (three months ended December 31, 2017,
annualized) from our managed senior living communities.
(3) Includes three communities leased to Sunrise that were classified as held for sale at December 31, 2017. We expect the closings of the sales of these communities to occur by March 31, 2018.
(4) Includes 9,043 living units leased to our TRSs.
(5) Includes 100% of square feet from a property owned by a joint venture of which we own 55%.
