Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): January 22, 2007
SENIOR
HOUSING PROPERTIES TRUST
(Exact
name of registrant as specified in charter)
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Maryland
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001-15319
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04-3445278
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(State
of organization)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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400
Centre Street, Newton, Massachusetts 02458
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(Address
including zip code of principal executive
offices)
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617-796-8350
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition
On
January 26, 2007, Senior Housing Properties Trust, or the Company, issued a
press release containing a discussion of the restatement described in Item
4.02
below. A copy of the Company’s press release is furnished as Exhibit 99.1
hereto.
Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
Restatement
and non-reliance
On
the
date hereof, the Company has determined that its Annual Report on Form 10-K
for
the year ended December 31, 2005 and its Quarterly Reports on Form 10-Q for
each
of the periods ended March 31, June 30 and September 30, 2006 contain an
error and need to be restated. The restatements will reflect the correction
resulting from a misapplication of U.S. generally accepted accounting principles
concerning the period in which debt extinguishment costs were recorded as an
expense, as more fully discussed below. As a result of the correction, a $5.2
million loss on early extinguishment of debt, relating to the Company’s
redemption of senior notes in January, 2006, will be recognized in the first
quarter of 2006 rather than in the fourth quarter of 2005, as previously
reported.
In
light
of the restatement, the Company’s previously filed financial statements and
other financial information for the Company’s 2005 fiscal year, for the fourth
quarter in that year and for each of the first three quarters of 2006 should
not
be relied upon.
Background
On
January 22, 2007, the Company’s management became aware of a likely error in the
application of accounting principles used in connection with the preparation
of
the Company’s audited financial statements for the fiscal year ended December
31, 2005. For the fiscal year and quarter ended that date, the Company
recognized a $5.2 million loss on early extinguishment of debt relating to
the
Company’s redemption of $52.5 million of senior notes in January 2006. The notes
had been called for redemption in December 2005. The $5.2 million loss included
a $4.1 million redemption premium and a $1.1 million non-cash write-off of
deferred financing fees and unamortized discount relating to these notes. After
studying the issue, the Company’s management concluded that under applicable
U.S. generally accepted accounting principles, this loss should have been
recognized in the first quarter of fiscal 2006, when the notes were redeemed,
rather than in the fourth quarter of 2005, when the notes had been called for
redemption. Management of the Company then recommended to the Audit Committee
of
the Company’s Board of Trustees that previously reported financial results be
restated to reflect the recognition of this $5.2 million loss in the first
quarter of 2006 rather than the fourth quarter of 2005, and that the year to
date statements of income and cash flows for the second and third quarters
of
2006 also be restated to reflect the first quarter restatement. The Audit
Committee discussed and agreed with this recommendation. At a meeting on January
26, 2007, the Board of Trustees
adopted
the recommendation of the Audit Committee and determined that previously
reported results for the Company should be restated and, therefore, that the
previously filed financial statements and other financial information referred
to above should not be relied upon.
Management
expects to file restated financial statements for the year ended December 31,
2005 and for the periods ended March 31, June 30, and September 30, 2006 with
the Securities and Exchange Commission on or before the due date for the
Company’s 2006 annual report on March 1, 2007.
The
Audit
Committee of the Company’s Board of Trustees has discussed the matters disclosed
in this Current Report on Form 8-K with Ernst & Young LLP, the Company’s
independent registered public accounting firm.
Item
9.01(d) Exhibits
The
Company hereby furnishes the following exhibit:
99.1 Press
Release dated January 26, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SENIOR
HOUSING PROPERTIES TRUST
By:
/s/
David J. Hegarty
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David
J. Hegarty
President
and Chief Operating Officer
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