Earnings Labs

Diversified Healthcare Trust - (DHCNI)

Q4 2007 Earnings Call· Mon, Mar 3, 2008

$17.73

-0.14%

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Transcript

Operator

Operator

Good day and welcome to the Senior Housing Properties Trust Fourth Quarter and Year-End 2007 Financial Results Conference Call. This call is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to the Manager of Investor Relations, Mr. Tim Bonang. Please go ahead, sir.

Tim Bonang

Management

Thank you, Leo, and good morning, everyone. Joining me on today’s call are David Hegarty, President and Chief Operating Officer, and Rick Doyle, Chief Financial Officer. Today’s call includes a presentation by management followed by a question-and-answer session. Before we begin today’s call, I would like to state that today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These forward-looking statements are based on Senior Housing’s present beliefs and expectations as of today, February 29, 2008. The company undertakes no obligation to revise or publicly release the results of any revisions to the forward-looking statements made in today’s conference call, other than through filings with the Securities and Exchange Commission regarding this reporting period. In addition, this call may contain non-GAAP numbers, including funds from operations, or FFO. A reconciliation of FFO and the net income is available in our supplemental package found in the Investor Relations section of the Company’s website. Actual results may differ materially from those projected in forward-looking statements. Additional information concerning factors that could cause those differences is contained in our Form 10-K, which will be filed later today, in Form 10-Qs previously filed with the SEC, as well as in our Q4 supplemental operating and financial data found on our website at www.snhreit.com. Investors are cautioned not to place undue reliance upon any forward-looking statements. And with that, I would like to turn the call over to Dave Hegarty.

David Hegarty

President

Thank you, Tim, and good morning everyone. We believe that the financial discipline we displayed in 2007 has really set us up to what appears to be a very active and successful 2008. For the quarter ended December 31, 2007 we reported FFO of $0.42 per share, which was in line with Street expectations. This appears to be a decrease from FFO of $0.47 per share for the fourth quarter in 2006. However, FFO for the fourth quarter of 2006 included a $5.7 million litigation settlement and reduced by fourth quarter litigation cost of $260,000, with the net effect of $5.4 million, or $0.07 per share of FFO. Excluding this one-time settlement and related legal charges, FFO for per share would have been $0.40 per share and FFO would have been increased by 5% on a per share basis quarter-over-quarter. For the full year 2007, FFO per share was $1.62 versus $1.57 for 2006. The 2006 results include that $5.7 million settlement I just mentioned, reduced by the full year litigation cost of $1.7 million. FFO per share would have been $1.52 and FFO growth would have been 6.6% year-over-year. This growth was accomplished with no acquisitions for the first nine months of the year and two equity issuances during the year. So through primarily internal growth, FFO increased 6.6% year-over-year and 5% quarter-over-quarter. At this time I would like to turn the call over to Rick to discuss further financial results for the quarter and for 2007. And then I’ll discuss the performance of our current leases, the acquisition environment and the capital markets activity.

Rick Doyle

Chief Financial Officer

Thank you, Dave. As Dave mentioned, we are very pleased with our growth in FFO quarter-over-quarter and for the full year 2007. Revenues for the fourth quarter 2007 grew by $3.7 million, or 7.6%, compared to last year’s quarter if you exclude the one-time settlement. This was primarily due to approximately $179 million of acquisitions in improvement financings since October 1, 2006 and increased rent from percentage rent in other CPI increases in rent. For FFO purposes, we have recognized $1.7 million of percentage rent in the fourth quarter versus $1.3 million a year ago. Interest expense decreased from $12.3 million in the fourth quarter of 2006 to $9.5 million in the fourth quarter of 2007, primarily due to reduced leverage levels and lower rates. During the fourth quarter of 2007, our average borrowings were $452 million compared to $602 million in the fourth quarter of 2006. Interest rates were slightly lower on our revolving credit facility in 2007 and the decrease in interest expense was also due to a decrease in interest on our senior notes as a result of retiring $20 million of our senior notes in January 2007. General and administrative expenses were low in the fourth quarter of 2007 versus the same period in 2006 by $353,000. The majority of that decrease is attributable to the elimination of the HealthSouth litigation costs incurred in 2006. During the fourth quarter of 2007, we recorded an impairment reserve of $1.4 million, which relates to one assisted living facility in Pennsylvania. One of our tenants, Five Star Quality Care, has determined the facility is no longer viable as an assisted living facility and with our consent they have closed the doors in this – and is selling it in the first quarter of 2008. In 2006, we sold three…

David Hegarty

President

Thanks, Rick. And portfolio of investments continues to perform very well. For the quarter ended September 30, 2007 rent coverage improved or stayed essentially the same for all the leases, expect the New Seasons lease and one of the private company leases. The two senior living property leases with Five Star had very strong coverage of 1.6 to 1.7 times the rent. And the rehabilitation hospital lease improved to 1.08 times from 0.767 times for the quarter ended June 30. We expect coverage to improve over time at the rehab hospitals because the 75% rule for in-patient rehabilitation hospitals was modified to 60% level and some of the capital improvements at the hospitals are starting to be completed. Occupancies modestly improved at the private pay senior living properties to approximately 90 to 92% range for the properties and the run change for the rehabilitation hospitals. The New Seasons properties had a decrease in occupancy to 82% and rent converge slipped to 0.79 times. Two of the ten properties leased in New Seasons are struggling and they are negatively impacting the occupancy coverage. However, we have a strong guarantee from the parent, Independence Blue Cross. Occupancies at the skilled nursing facilities in the portfolio have been consistent year-over-year and down 1% from the June quarter. But it is consistent from the same quarter a year ago. I am very comfortable with the metrics and coverage rates of the portfolio we own today. During the last few months, we’ve raised equity in anticipation of future growth potential we see. For all of 2007, we did not acquire a single senior living property, but we did capitalize on a unique transaction in the fourth quarter to acquire six wellness centers that are leased on a long-term basis to Starmark Holdings. At that point…

Operator

Operator

Very good. (Operator Instructions). We’ll take our first question from the side of Kevin Ellich of RBC Capital Markets.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Good morning, guys. Thanks for taking my questions.

Rick Doyle

Chief Financial Officer

Good morning.

David Hegarty

President

Good morning, Kevin.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Dave, could you provide us with an update regarding your acquisition pipeline? And since you recently raised capital, could you provide some coloring on the size of expected future transactions?

David Hegarty

President

Sure. The – well, all of the significant commitments or significant acquisitions have already been disclosed. So we currently have $197 million – or $198 million of transactions, counting the one that’s going to close today out there. And I would expect almost all of that will close by April 1.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay.

David Hegarty

President

Other transactions are just smaller ones or ones that we are looking at, but we don’t have any commitments or agreements to acquire them. So I would say after we fund these commitments we’ve mentioned, we would probably have about $120 million or so outstanding on the revolver and the rest available for acquisitions. But getting on numerous transactions, $550 million revolver seems like a large sum of money. But in some ways one or two transactions could consume that, or just three or four transactions could easily consume a meaningful chunk of it. So...

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Sure.

David Hegarty

President

And I just don’t want to speculate today on what our odds are of consummating some of those transactions.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Right. But could you say it’s safe for us to assume or I think that you guys might be bidding on some larger transactions that could consume that 550 million?

David Hegarty

President

It’s possible, yeah.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay.

David Hegarty

President

When we – this first quarter we will have closed on almost $300 million. So...

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay.

David Hegarty

President

One quarter is 300 million. So it won’t take us long to run out of money if we kept up at this pace, but who knows.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Excellent. And then since you guys have a significant exposure to Five Star, and I am sure you guys announced that they have some cash paid up in auction rate securities. Is that considering you at all or do you think that’s more of an opportunity to do more leasing transactions with them?

David Hegarty

President

I don’t see that having a meaningful impact on the way we are going to view transactions or structure them. We have been looking at transactions where maybe we would do some of the stabilized assets and maybe they would do some assets that had some upside potential to increase occupancy or assets that were not long-term holds, so maybe smaller. It may have a modest impact on the way we do some transactions. But I don’t envision a big one. For others, Kevin is referring to some of the investments that Five Star has in auction rate securities that are a bit illiquid at the moment. But our understanding is that those are excess funds that were raised previously and have it invested for a temporary period. But it’s not their day-to-day operating cash...

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Right, right.

David Hegarty

President

Performance from the leases we lease to them. So it maybe modestly could impact the potential.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay, okay, excellent. And then as I think about the wellness centers, I know it’s still kind of relatively new. But any idea or could we get an update on how they’re performing? And then also if they are noticing any impact from the economic slowdown with regards to membership and pricing?

David Hegarty

President

Well, the – I mean, it’s still pretty early and obviously we disclose our coverage ratios and such a quarter in arrears. But in general we went into the transaction envisioning about 1.8 to 2 times coverage of the rent, and everything indicates that that’s still holding. And so far we have not seen any meaningful impact on membership. Obviously the first of the year, New Year’s resolution and everything else is a big push. So in fact we may modestly see memberships increase during this period.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay. And then just one last question. Thinking about the dementia care move in Rogers, Minnesota, what’s the census at that facility, and have you guys scouted out several other dementia care opportunities?

David Hegarty

President

Right. We are very much attracted to that segment, particularly because it’s a segment that is not being actively developed for a new product type. So I don’t anticipate an oversupply of product. It is a niche that it is a need driven decision. So the demand for the properties versus the supply should be pretty strong, and it’s all private pay. So we’re attracted to that area. The occupancy at the Rogers property, the assisted dementia units are pretty much in the high 90% occupancy level. And the assisted living was the last component just built, and that I would say is roughly about 70% occupancy. And what’s interesting is that different dynamics, dementia care for a high quality facility, plus this also takes all levels of dementia care even the higher levels, which many don’t take. People will travel for miles and miles to come to that facility versus assisted living, which is much more local driven. And Rogers, I understand is a very fast growing suburb of Minneapolis, but it’s still somewhat rural. And so I say the assisted living has taken longer to fill up.

Kevin Ellich - RBC Capital Markets

Analyst · Kevin Ellich of RBC Capital Markets

Okay. I appreciate that that’s helpful. Thanks.

David Hegarty

President

Okay.

Operator

Operator

We’ll take our next question from the site of Jerry Doctrow of Stifel Nicolaus.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Good morning.

David Hegarty

President

Good morning, Jerry.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Let’s see, a couple of things, some picky, some broader. Just straight line rents, you are going to make a series of acquisitions. Any sense about how it impacts straight line as we kind of go through the next – I guess the next 198 million or so?

David Hegarty

President

It would have no impact on straight line.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. That was easy enough. Wellstead of Rogers, again, I think I just missed some of those numbers. You’re buying just sort of an AL dementia piece, you are buying is part of a bigger campus. Can you just kind of run through that again?

David Hegarty

President

Well, we are buying it all, but it’s a campus of strictly 166 or 162 dementia units, and I believe it’s 66 assisted living units.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay.

David Hegarty

President

And it was property build on three phases, extremely high-quality construction, copper routes, and...

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Yeah, I looked at the pictures already.

David Hegarty

President

Okay.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

And it does look nice. And is that a Five Star facility you are releasing back to the operator?

David Hegarty

President

That’s the Five – it’s going to be a Five Star facility.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. So that’s part of the 198, that’s just the first phase or whatever?

David Hegarty

President

Correct.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay, okay, thanks. And then just one or two other things. You obviously did a lot sort of reducing debt cost and stuff this year. Is there anything else sort of on the balance sheet we should be thinking about in terms of bringing down debt cost any other sort of buyouts of debt or that sort of thing that’s on the agenda?

Rick Doyle

Chief Financial Officer

In the short term, we’re looking to payoff a mortgage, it’s around $12 million, in April 1st.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay.

Rick Doyle

Chief Financial Officer

Other than that, I don’t see anything in the near future that would reduce.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. And what’s – remind me what the rate is on the line of the spread?

David Hegarty

President

It’s LIBOR plus 80.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay.

David Hegarty

President

We have some other debt that’s prepayable come April 1st if we choose to, but at a higher interest rate. But there is a prepayment penalty and it’s not something we’re likely to prepay in this environment.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. And just – I wanted to just get a little bit more color sort of on maybe strategy and sort of mix here. I mean, obviously, it sounds like you’re very comfortable with kind of the current acquisition environment could put up bigger numbers. And I guess I wanted to kind of explore two issues. One is, I think you mentioned you would do Five Star and some stuff away from Five Star. Any color we could get on diversification, I think it would be helpful. And then maybe any color on sort of where you see kind of yields and stuff, is 8% kind of the number or should we think about something different?

David Hegarty

President

First off on the diversification strategy, we are keeping our eyes open for opportunities to diversify from Five Star. And if we can consummate a meaningful transaction that would shift some of the concentration away from Five Star, we would pursue that pretty aggressively. Again, I can’t comment specifically on any transaction at the moment, but it is a priority of ours.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay.

David Hegarty

President

And secondly is, the rates that we charge today I would expect that we will be able to begin to move up rates a bit. But frankly the competition of all the Healthcare REITs are still holding pretty much in the 7.75 to 8.25 range. So it’s tough for us to go beyond probably 8.25 at least for the near term anyways.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Got it. And the focus would still be on sort of the private pay stuff that’s – you are not...

David Hegarty

President

That’s correct. We are not looking skilled nursing. I won’t rule out looking at possibly some hospital type transactions. But skilled nursing was -- we’re still not pursuing.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay.

David Hegarty

President

On a standalone basis anyways.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. And then medical office, you’re not thinking about getting back in that business. I mean you have been at one point to pass, but?

David Hegarty

President

Well, we are thinking about whether or not there is some opportunity to do something that would be somewhat along those lines. But right now we do have a probation against particularly multi-tenanted office buildings, medical office buildings from competing against HRPT. But there may be some opportunities along those lines.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay. Okay. Let’s see, I think that’s basically from me. I’ll jump back in the queue if I think of something else. Thanks.

David Hegarty

President

Okay. Thank you.

Operator

Operator

(Operator Instructions). We’ll take our next question from Philip Martin of Cantor Fitzgerald.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Good morning.

David Hegarty

President

Good morning, Philip.

Rick Doyle

Chief Financial Officer

Good morning.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

On percentage rents, can you just give us an update as to the trend line with percentage rents? Certainly it’s increased a bit over the last year, and what’s kind of your forecast there? And with investment volumes increasing here in 2008, are you looking to possibly structure more leases with percentage rents, especially given that most of these are going with Five Star?

David Hegarty

President

Well, we’re still structuring our transactions with percentage rent, and often even with our new operators that’s the pitch that we market. Because when things are good, we share in that potential, and things are not so good, we don’t further add salt to the wound and burden them with, say, CPI increases or some sort of fixed increases. So what – for the fourth quarter, we had $1.7 million of percentage rent, same period a year ago was 1.3 million year-over-year. The overall increase was about 1.2, $1.3 million.

Rick Doyle

Chief Financial Officer

Yeah, we’re 5.3 million to about 6.6 million.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay.

David Hegarty

President

Yeah. And then beginning January 1, we have 11...

Rick Doyle

Chief Financial Officer

11 new properties that will be added to the base rent starting in January 1, 2008.

David Hegarty

President

They will start kicking in percentage rent.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay. What will be the annualized rate there approximately, the incremental?

David Hegarty

President

It’s tough to tell. But if you – like the 1.7 for last quarter, obviously that’s 6.8 million a year. Obviously we expect to see a couple of hundred thousand I would think of increase as a result of adding these properties plus continuing on with the existing properties under those master leases. So, again, the run rate was 1.8 or 1.9, you could annualize that at least for a base case.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay, okay. That provides a bit of help. Okay. So it sounds like you’re pursuing percentage rent structures and there is – we can expect to probably see some of those as you announce the acquisitions here. Now again going back to Five Star as and trying to diversify away, it wouldn’t be a quarter if we didn’t ask that question, right?

David Hegarty

President

That’s right.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Your life just wouldn’t seem right.

David Hegarty

President

Yeah.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

I mean, I know the last couple of years the acquisition environment has been more difficult and spotty. But do you think there is a good – I mean, is this – I don’t know really how to ask this question. But is there a higher likelihood that we get some diversification this year or is it just a better negotiation or better opportunity when you can go in and potentially find to trouble operator that needs to be replaced with somebody like Five Star?

David Hegarty

President

Well, I mean, the opportunities we see out there that are most likely to succeed with us as a bidder on a situations where an operator wants to get out of the business entirely. They don’t want to stay on as the operator. And once in a while you come across a situation where you have wealthy individuals or some institutional investors who have put the capital behind a management team, and the management team wants to stay. But the investors feel they’ve hit their three or five-year horizon, the properties are stabilized, and they want to cash out. We’ve been on several of those situations. But the catch is, we’ve always said to them, we are not going to cash everybody out, and then leave the management company in as a tenant, and just continue on with that situation for the next 15-year lease. We’ve said the management team you have to turnaround and maybe the amount you’re going to cash out in, you’ve got to post a security deposit or some sort of enhancement that we could feel comfortable with that, A, if there is a default, we’ve got a little bit of time to deal with it before it start – hurts our bottom line, and second that we can hold their feet to the fire. And in those cases typically competition has said that they’re going to be a little holding to a lower credit standard or whatever, and view it more as management. It is not irrelevant, but management is not the key component, because should they fail, you bring in somebody else. And the properties have to stand on their own. But I mean in some ways we should in the best position to do that, because we have Five Star that we could call upon to manage the property should it get into trouble. But that’s not a desirable solution really for us.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

If you didn’t have Five Star, could you have done this transaction?

David Hegarty

President

Very possibly not. I mean, a lot of this is relationship business, and every REIT has its own strategy. Obviously like healthcare REIT puts somebody in business and then requires them to come back to them with all the deals. And Ventas and NHP are trying to do the same thing. I think Capital Senior Living went around and asked for bids, back when they were looking for their first deals to be financed, and they were able to get a 7.75% rate. But they are now going to bring most of the deals that they find to back to Ventas or whomever. So you are probably right. We may not be as successful today if we did not have Five Star with us on bidding on a lot of transactions.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Now, I mean, switching gears a little bit to the alternative investments. I mean, certainly you announced the Starmark transaction in late ‘07 and you briefly touched on thinking or maybe pursuing some MOB opportunities. Characterize what would be – well, number one, what is your stance on pursuing some of these alternative investments? And on the MOB front, characterize a transaction that would be appropriate for SNH, given its profile and its financial structure, et cetera?

David Hegarty

President

Well, I mean, we’re obviously part of a larger organization and we see a number of transactions pitched by any Wall Street firms and some dug out by ourselves. And I guess, I won’t rule out – it was another wellness center transaction, a similar type transaction that was sort of tangential lifestyle healthcare, somewhat related that we would not seriously consider that. And again we don’t have any transactions under agreement, not even a letter of intent on any of those alternative investment situations. But even in the medical office building area, we can do triple net lease clinics and some other surgery centers and things of that nature, and we can also do hospital type transactions. So it’s possible we could have some transactions along those lines right now, particularly multi-tenanted medical office buildings are something we cannot do without consent of working with HRPT somehow.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay, okay. And my last question, is just making sure I’ve got some numbers right here. So closing 198 million here in the first quarter with your recent equity offering, your line is paid down. So by April 1st, you will be a 198 plus. You mentioned 300, 320 million here closed in the first quarter, that’s the fourth quarter acquisitions as well that are closing?

David Hegarty

President

No, there was a – the 198 plus...

Rick Doyle

Chief Financial Officer

86.

David Hegarty

President

86...

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

86.

David Hegarty

President

That we’ve closed.

Rick Doyle

Chief Financial Officer

In January

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay, that was 198 plus the 86.

Rick Doyle

Chief Financial Officer

Yes.

David Hegarty

President

Yeah, and then we’ll...

Rick Doyle

Chief Financial Officer

We’ll close on the majority of that 198 in the first quarter.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay. The 198, the 86 and then they’re...

David Hegarty

President

Well, it has some improvement financing...

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Exactly, okay.

David Hegarty

President

Again, say 15 million.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay. So you’re kind of right at that 300 million. Okay. Just wanted to make sure I had all the components.

David Hegarty

President

Yeah.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay, thank you.

David Hegarty

President

You’re welcome.

Rick Doyle

Chief Financial Officer

Thank you.

Operator

Operator

We’ll move next to Steve Swett of KBW. Go ahead please.

Steve Swett - KBW

Analyst

Hi, Dave. How are you?

David Hegarty

President

Good morning, Steve. How are you?

Steve Swett - KBW

Analyst

I’m fine. Thanks. Just refresh my memory about the improvement investments that you make. You start collecting the rent on that when the investment is made?

David Hegarty

President

That’s correct as soon as we fund it.

Steve Swett - KBW

Analyst

Okay. And then, I think you covered this, but just all of the 198 will close in the first quarter, correct?

David Hegarty

President

The majority of it. It’s conceivable that there might be 14 or 15 million that do not close by April 1.

Steve Swett - KBW

Analyst

Okay. And clearly with the two equity offerings that’s been your preference, you commented on the unsecured debt market. Would you consider using the secured market at all to issue debt?

David Hegarty

President

Possibly with the Fannie Mae programs, we’ve had some discussions off and on with people about that or assuming debt if there is debt in place.

Steve Swett - KBW

Analyst

Yeah.

David Hegarty

President

Obviously, it would not be a large portion. I mean, I could see us doing 100 million or maybe even $200 million of that type of debt, but probably not more than that.

Steve Swett - KBW

Analyst

Okay.

David Hegarty

President

So it’s an option available to us. The – as you said, we’d be north of 8% on any senior unsecured debt issuance in this market.

Steve Swett - KBW

Analyst

And where would you be on the Fannie secured today, just for a kind of a normal underwriting?

David Hegarty

President

I believe about 6.75 to 7.

Steve Swett - KBW

Analyst

Okay. And then my last question, the Starmark transaction was clearly a different type of asset. Do you think – and just kind of just thinking strategically, would you have pursued that investment if you had opportunities at the time in your more kind of normal space, senior living, assisted living, that sort of stuff?

David Hegarty

President

Yes. It actually – it came about during the same timeframe that some of these other transactions came about.

Steve Swett - KBW

Analyst

Okay. So you were negotiating that and you were also seeing a return of some of these other transactions as well?

David Hegarty

President

Yeah, yeah.

Steve Swett - KBW

Analyst

Okay, thanks.

David Hegarty

President

Thanks.

Operator

Operator

We’ll move next to the site of Chris Pike of Merrill Lynch.

Chris Pike - Merrill Lynch

Analyst

Hi. Good morning, Dave.

David Hegarty

President

Good morning, Chris.

Chris Pike - Merrill Lynch

Analyst

Can you just run through, I guess, the condemnation asset in Q1 ‘08, I missed that, you went through it pretty quick.

David Hegarty

President

There was one assisted living facility, that I wouldn’t call it condemnation. But it was a facility in the Pittsburgh area that is operated by Five Star that due to different regulations changes that occurred in Pennsylvania, as well as it’s kind of a tough asset to start with that, it was determined that the best thing to do would be to consolidate the operations of that facility with another one not too far from it. And then close this one down and sell it as just general real estate as opposed to an assisted living facility. And so that is being sold off this quarter, and we took an impairment of 1.4 million to reflect what we think that it will sell for.

Chris Pike - Merrill Lynch

Analyst

Okay.

David Hegarty

President

Now we still get rent on that. And should it be sold for – I don’t know – I think we had in our books maybe 4 million something and...

Rick Doyle

Chief Financial Officer

Yeah, 4.3 million.

David Hegarty

President

Yeah, we expected to sell it for say 3, so the net proceeds of $3 million we would get in and we will reduce Five Star’s rent by 8% on 3 million. And then what we would – because they are reinvesting in other properties they have, when that money gets put into the next capital improvement funding on another property, we will get 9.5% or approximately that on those monies being put back in. So it’s a recycling of cash basically.

Chris Pike - Merrill Lynch

Analyst

All right. And then I guess in the acquisitions or the prospective acquisitions, I mean, I just did the math. I mean, I have it in front of me, but it seems like some of the acquisitions you are buying for – I don’t know – call it 110 per unit, others you are buying for 197, 200 a unit.

David Hegarty

President

Yeah.

Chris Pike - Merrill Lynch

Analyst

You have to lease them both – those both slugs back to different leases to Five Star at 8. Can you walk through the two different slugs and why the initial price per pound are so different and yet the lease yields back to Five Star the same?

David Hegarty

President

Yeah. A couple of things: One is the first transactions are more generic assisted living facilities with the skilled nursing home component, and those are based in Wisconsin and Nebraska. The ones in Wisconsin have all been built in the last, say, seven or eight years. The one in Nebraska is a little bit older, but that 8% is pretty much thereabouts the going rental rate that would be market conditions. The other properties that are going for close to $200,000 a unit are almost all the dementia care type units.

Chris Pike - Merrill Lynch

Analyst

Okay. That explains it, okay. Okay, that’s it. Thanks a lot.

David Hegarty

President

Okay, you’re welcome.

Operator

Operator

We will move next to the site of George Walsh of Gilford Securities.

George Walsh - Gilford Securities

Analyst

I just had a question relating to the auction rate securities with Five Star. If there is a reclassification of some of those assets to – from short-term assets to longer term assets, then could there be any changes in the capital ratios like working capital that might affect the terms or financing that you have with them or certain other terms that they may have?

David Hegarty

President

No. Obviously, Five Star is having their call on Monday, and I can’t comment on what the impact is on their numbers or their presentation. But from the landlord’s perspective at SNH, there are no covenants in our leases that would affect the cost of rent or financial covenants or viability of the leases. So it would have no monetary impact with regards to their relationship with us.

George Walsh - Gilford Securities

Analyst

Okay. And as far as the rehab hospitals goes, is there any update on the capital improvements there and the trends that you see going forward in occupancy?

David Hegarty

President

Well, a couple of things, and again, it’s probably more appropriate for Five Star on some of this. But I can just tell you that the rehab hospitals – the capital improvements that are being done are pretty much exterior type improvements that can be done without certificate of need approval by the state regulators. The interior stuff is pretty limited to paper and paint and things of that nature. They can’t really change around the room configurations and so on until they get the Massachusetts Regulatory Health Department to give them approvals to spend it. There has also been a new development too, which is probably a positive to some degree is, it’s been reported in the various papers that Mass General was planning on building a new rehab hospital not too far away from their old one, and replacing the old one. And that has been put on hold. They’re reevaluating what they’re going to do. They’re not moving forward with that at the moment. So that’s also good news for our two rehab hospitals.

George Walsh - Gilford Securities

Analyst

Okay, all right. Thank you.

David Hegarty

President

You’re welcome.

Operator

Operator

We have a follow-up question from the site of Jerry Doctrow of Stifel Nicolaus.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Thanks. I appreciate the time. Just one follow-up, David. I know there was a couple of other assets. I think about some of those stuff in Delaware that you had with Five Star, maybe some of the older skilled stuff that might also be consolidated or sold or whatever. So is there anything else in terms of the sale or workout kind of thing that we should be thinking about at all?

David Hegarty

President

Not in a big way. There will be ongoing pruning of the portfolio. I would say some of the rural nursing homes are always borderline, whether they will make it just because of the declining populations in those towns. And in some cases it’s just better for a local operator may be able to make a goal of it versus a chain. So I would envision that over the course of the next few years you might see individual properties plus there is two or three sold here and there. But that’s more just culling the portfolio. I think the ones you’re referring to like in Delaware, those are older – I am thinking of the property, you are thinking of the (inaudible).

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Yeah.

David Hegarty

President

Like an older forum property that – it runs at a very high occupancy level and it generates decent money. It’s just older vintage building, and so I don’t know of any plans to sell that or do anything differently with it.

Jerry Doctrow - Stifel Nicolaus

Analyst · Jerry Doctrow of Stifel Nicolaus

Okay, okay. All right, thanks a lot.

David Hegarty

President

All right. You are welcome.

Operator

Operator

We’ve a follow-up from Philip Martin of Cantor Fitzgerald.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Thank you again. One question was answered, but the second question I have is, can you talk about the coverage ratios that you underwrote here – that you’re underwriting on this kind of 275 million, $280 million pool of assets?

David Hegarty

President

Sure. They all cover, and I’d say the range is from about 1.1 to 1.25 times coverage.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay.

David Hegarty

President

The dementia ones are the ones that have the higher coverage ratios.

Philip Martin - Cantor Fitzgerald

Analyst · Cantor Fitzgerald

Okay. So closer to the 1.25 there and you are on a 1.1 on the rest. Okay, thank you.

David Hegarty

President

Okay. You are welcome.

Operator

Operator

And our final follow-up comes from Kevin Ellich of RBC Capital.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Hey, guys. Just a couple of quick questions: Going back to the comment about the rehab hospital with Mass General, just help me understand Mass General still has your old existing rehab hospital?

David Hegarty

President

Yeah, it’s called the Spaulding Rehab Hospital.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Yeah.

David Hegarty

President

And it’s a separate building about – I don’t know – a quarter mile away from the Mass General Hospital. And their plan was to build a brand new state-of-the-art hospital about a mile away that was going to be 75% of their license capacity of their existing one, and just make them all single suites with state-of-the-art electronics and so on. And apparently, again, from what I’ve seen in the public press is that their costs have escalated something like $60 million since they’ve been planning this. And now they’re feeling that they probably can’t afford to do this and are now looking at whether they should just do some sort of improvement program on their old site. And so – I mean, that was certainly some cause for Five Star to be concerned about the competition and a major driver as to why Five Star felt they had to put in money as quick as possible into improving their patient rooms and so on.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Right. So really the concern was that recruiting new patients would be tougher if there is a newer competitor, a newer facility for people to go to, right?

David Hegarty

President

Yeah. I mean...

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay

David Hegarty

President

You’ll always have maybe the Mass General and their network in Boston referring to their own hospital versus the others will refer to, possibly refer to Five Star’s facilities. But this becomes a less black and white issue, because it’s, why wouldn’t anybody want to go to the state-of-the-art facility if Medicare is paying.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Right.

David Hegarty

President

And – but...you know.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay. And then Rick, did you say how much CapEx was funded to Five Star during Q4?

Rick Doyle

Chief Financial Officer

Roughly $15 million.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay.

Rick Doyle

Chief Financial Officer

It’s 14.7, it is roughly $15 million.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay, thanks. And then, thinking about – going back to Wellstead of Rogers, it’s a pretty large campus, I think like 20 acres. Is there any possibility or thoughts about expanding, adding on independent living or skilled nursing to that campus?

David Hegarty

President

It’s possible, but that’s not – I guess, it hasn’t been factored in today.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay.

David Hegarty

President

I think there is upside potential and – the only thing is it it’s – they themselves market themselves as wanting to be the Mayo Clinic of dementia care and feel that people will come there if they are known for that specialty. Now from an independent living perspective, I am not for sure that they want to live in a community that’s known for being a specialty in dementia care.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Right.

David Hegarty

President

So I’m not sure they necessarily go together. But you’re right. The location has quite a bit of open area around it, and in fact behind it are number of condos and duplexes and multi-family type properties, so – which has all been built in the last five years.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay. Kind of like the field of dreams for a dementia care, if you build it, they will come.

David Hegarty

President

Sort of, yeah.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

And then lastly, you mentioned two of the facilities that were recently acquired in San Antonio are private pay. What was the census on that occupancy?

David Hegarty

President

In the high 90% occupancy levels there. They are sort of the only games in town about 60 units per location. And they have a track record of being at that level for the last three or four years, so it will make very good properties.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

And is that all assisted living or is there independent in that also?

David Hegarty

President

Those are all assisted.

Kevin Ellich - RBC Capital Markets

Analyst · RBC Capital

Okay, excellent. Thanks, guys.

Rick Doyle

Chief Financial Officer

Thank you.

David Hegarty

President

Okay. You’re welcome. I think that’s all the calls. So thank you all for joining us and have a good weekend.

Operator

Operator

This concludes our conference call for today. You may now disconnect your lines and thank you for participating.