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