DHC 8-K
Diversified Healthcare Trust (DHC)
8-K
2020-11-05
For: 2020-11-05
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April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 5, 2020
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 5, 2020, Diversified Healthcare Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter and nine months ended September 30, 2020, and also provided certain supplemental operating and financial data for the quarter and nine months ended September 30, 2020. Copies of the Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) | ||||
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.
| DIVERSIFIED HEALTHCARE TRUST | ||||||||
| By: | /s/ Richard W. Siedel, Jr. | |||||||
| Name: | Richard W. Siedel, Jr. | |||||||
| Title: | Chief Financial Officer and Treasurer | |||||||
Date: November 5, 2020
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contact: | |||||
| Michael Kodesch, Director, Investor Relations | |||||
| (617) 796-8234 | |||||
| www.dhcreit.com | |||||
Diversified Healthcare Trust Announces Third Quarter 2020 Results
Third Quarter Net Loss Attributable to Common Shareholders of $0.45 Per Share
Third Quarter Normalized FFO Attributable to Common Shareholders of $0.06 Per Share
Newton, MA (November 5, 2020): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter and nine months ended September 30, 2020.
"While the senior living industry continues to experience significant challenges as a result of the COVID-19 pandemic, the stability of our medical office and life sciences portfolio and the steps we took earlier in the year to enhance liquidity put us in a strong position to withstand the effect of the pandemic," stated Jennifer Francis, President and Chief Operating Officer of Diversified Healthcare Trust. "Our third quarter results have been materially impacted by COVID-19 and measures taken to ensure the safety and well-being of the residents and employees in our senior living communities, resulting in both continued occupancy declines and sharp increases in expenses related to employee healthcare and personal protective equipment.
While the pandemic is expected to continue to negatively impact our near-term senior living results, we believe that we are strengthened by the diversity of our portfolio, and that healthcare real estate will benefit from the aging U.S. population in the long term."
Results for the Quarter Ended September 30, 2020:
Net loss attributable to common shareholders was $106.9 million, or $0.45 per share, for the quarter ended September 30, 2020 compared to $29.4 million, or $0.12 per share, for the quarter ended September 30, 2019. The change in net loss attributable to common shareholders for the quarter ended September 30, 2020 primarily resulted from:
•increased impairment charges for the 2020 period primarily related to senior living communities scheduled for closure and/or sale;
•a $4.0 million revenue reserve for an estimated Medicare refund DHC expects to pay with respect to one of its senior living communities and $2.2 million in estimated related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star Senior Living Inc. (Nasdaq: FVE), or Five Star;
•losses on sale of properties during the 2020 period compared to gains during the 2019 period; and
•decreased normalized funds from operations, or Normalized FFO, attributable to common shareholders for the 2020 period, as discussed below.
Those changes were partially offset by:
•unrealized gains on investment in Five Star common stock for the 2020 period; and
•decreased acquisition and certain other transaction related costs for the 2020 period.
Normalized FFO attributable to common shareholders were $13.2 million and $70.1 million, or $0.06 and $0.29 per share, for the quarters ended September 30, 2020 and 2019, respectively. As previously announced, on January 1, 2020, DHC completed the restructuring of its business arrangements, or the Restructuring Transaction, with Five Star. Pursuant to the Restructuring Transaction, effective January 1, 2020, the previously existing master leases and management and pooling agreements between DHC and Five Star were terminated and replaced with new management and related agreements, or the New Management Agreements, for all of DHC's senior living communities operated by Five Star. The change in Normalized FFO attributable to common shareholders for the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019 primarily resulted from:
•decreased rental income for the 2020 period due to the conversion of DHC's previously existing leasing arrangements with Five Star to management arrangements as part of the Restructuring Transaction and the results from the converted managed communities for the 2020 period being less than DHC's rental income for these communities for the 2019 period, as well as DHC's dispositions since July 1, 2019;
•increased interest expense for the 2020 period primarily due to a higher average interest rate on DHC's outstanding debt; and
•decreased general and administrative expense for the 2020 period primarily due to decreased business management fee expense, primarily resulting from lower average trading prices of DHC's common shares.
Reconciliations of net loss attributable to common shareholders determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, attributable to common shareholders and Normalized FFO attributable to common shareholders for the quarters ended September 30, 2020 and 2019 appear later in this press release.
Results for the Nine Months Ended September 30, 2020:
Net loss attributable to common shareholders was $123.2 million, or $0.52 per share, for the nine months ended September 30, 2020 compared to $36.5 million, or $0.15 per share, for the nine months ended September 30, 2019. The change in net loss attributable to common shareholders for the nine months ended September 30, 2020 primarily resulted from:
•decreased Normalized FFO attributable to common shareholders for the 2020 period, as discussed below;
•increased impairment charges for the 2020 period;
•a $4.0 million revenue reserve for an estimated Medicare refund DHC expects to pay with respect to one of its senior living communities and $2.2 million in estimated related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star; and
•decreased gain on sale of properties during the 2020 period.
Those changes were partially offset by:
•gains on equity securities for the 2020 period compared to losses for the 2019 period; and
•decreased acquisition and certain other transaction related costs for the 2020 period.
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Normalized FFO attributable to common shareholders were $139.6 million and $239.4 million, or $0.59 and $1.01 per share, for the nine months ended September 30, 2020 and 2019, respectively. The change in Normalized FFO attributable to common shareholders for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 primarily resulted from:
•decreased rental income due to the conversion of DHC's previously existing leasing arrangements with Five Star to management arrangements as part of the Restructuring Transaction and the results from the converted managed communities for the 2020 period being less than DHC's rental income for these communities for the 2019 period, as well as DHC's dispositions since January 1, 2019;
•increased interest expense primarily due to a higher average interest rate on DHC's outstanding debt; and
•decreased general and administrative expense primarily due to decreased business management fee expense, primarily resulting from lower average trading prices of DHC's common shares.
Reconciliations of net loss attributable to common shareholders determined in accordance with GAAP to FFO attributable to common shareholders and Normalized FFO attributable to common shareholders for the nine months ended September 30, 2020 and 2019 appear later in this press release.
Portfolio Operating Results:
Cash basis net operating income, or Cash Basis NOI, at properties owned, in service and operated by the same operator continuously since July 1, 2019, or same property, decreased 32.1% for the quarter ended September 30, 2020 compared to the 2019 period, primarily resulting from the conversion of DHC's previously existing leasing arrangements with Five Star to management arrangements as part of the Restructuring Transaction and the results from the converted managed communities for the 2020 period being less than DHC's rental income for these communities for the 2019 period.
For the quarter ended September 30, 2020, 77.2% of net operating income, or NOI, came from the 126 properties with 11.6 million leasable square feet in the Office Portfolio segment. Same property occupancy for this segment was 93.3% as of September 30, 2020 compared to 93.7% as of September 30, 2019. Same property Cash Basis NOI from this segment decreased 2.9% for the quarter ended September 30, 2020 compared to the 2019 period, primarily resulting from decreased parking revenue and increased bad debt at certain of DHC's medical office and life science properties related to the COVID-19 pandemic. For the quarter ended September 30, 2020, DHC collected approximately 99% of contractual rents due from tenants in its Office Portfolio segment.
For the quarter ended September 30, 2020, 10.0% of NOI came from the 239 senior living communities with 28,232 living units in the Senior Housing Operating Portfolio, or SHOP, segment. Occupancy for this segment was 75.2% for the quarter ended September 30, 2020 compared to 86.0% for the quarter ended September 30, 2019. Same property occupancy for this segment was 76.3% for the quarter ended September 30, 2020 compared to 85.4% for the quarter ended September 30, 2019. Same property average monthly rates for this segment were $4,515 for the quarter ended September 30, 2020 compared to $4,508 for the quarter ended September 30, 2019. Same property Cash Basis NOI from this segment decreased 70.7% for the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019, primarily resulting from the conversion of DHC's previously existing leasing arrangements with Five Star to management arrangements as part of the Restructuring Transaction and the results from the converted managed communities for the 2020 period being less than DHC's rental income for these communities for the 2019 period, as well as impacts related to the COVID-19 pandemic and revenue reserves and related estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, incurred related to the compliance matter discussed below. Same property earnings before interest, taxes, depreciation, amortization, impairment of assets, gains or losses on sale of properties, rent and management fees, or EBITDARM, from this segment decreased 55.8% for the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019.
For the quarter ended September 30, 2020, 12.8% of NOI came from the 32 triple net leased senior living communities and 10 wellness centers comprising DHC's all other operations. As of September 30, 2020, six of the 10 wellness centers were in default under their leases. The weighted average rent coverage for the remaining four wellness centers and 32 triple net
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leased senior living communities decreased to 1.62x for the 12-month period ended June 30, 2020 compared to 1.94x for the 12-month period ended June 30, 2019(1). Same property Cash Basis NOI for the 32 triple net leased senior living communities and 10 wellness centers on a combined basis decreased 15.8% for the quarter ended September 30, 2020 compared to the quarter ended September 30, 2019 primarily due to the six DHC wellness centers in default as of September 30, 2020.
Reconciliations of net loss determined in accordance with GAAP to NOI and Cash Basis NOI, and a reconciliation of NOI to same property NOI and calculation of same property Cash Basis NOI by operating segment for the quarters ended September 30, 2020 and 2019 appear later in this press release. Reconciliations of SHOP segment net loss determined in accordance with GAAP to pro forma EBITDARM, and a reconciliation of pro forma EBITDARM to same property pro forma EBITDARM for the quarters ended September 30, 2020 and 2019 appear later in this press release. Prior periods have been recast to reflect DHC's new reportable segments.
Leasing Activities:
During the quarter ended September 30, 2020, DHC entered into new and renewal leases for an aggregate of 201,721 rentable square feet at weighted average rents that were 4.1% higher than prior rents for the same space. The weighted (by annualized rental income) average lease term for these leases was 7.0 years and leasing concessions and capital commitments were $5.0 million, or $3.51 per square foot per lease year of the lease term on average (weighted by annualized rental income). Leasing activity for the quarter ended September 30, 2020 also includes a new 10-year lease at a rental rate that is approximately 20% higher than the prior rental rate for the same space for one of DHC's Torrey Pines buildings located in San Diego, CA that is currently undergoing redevelopment.
Disposition Activities:
Since July 1, 2020, DHC has sold nine properties for an aggregate sales price of $61.4 million, excluding closing costs:
| Date Sold | Location | Type of Property | Number of Properties | Gross Sales Price | ||||||||||||||||||||||
| July 2020 | Various | Medical Office | 2 | $ | 2,697,000 | |||||||||||||||||||||
| August 2020 | Various, MS | Senior Living | 2 | 2,500,000 | ||||||||||||||||||||||
| September 2020 | Hattiesburg, MS | Medical Office | 1 | 7,250,000 | ||||||||||||||||||||||
| October 2020 | Various | Senior Living | 3 | 46,000,000 | ||||||||||||||||||||||
| November 2020 | North Platte, NE | Senior Living | 1 | 3,000,000 | ||||||||||||||||||||||
| 9 | $ | 61,447,000 | ||||||||||||||||||||||||
As of November 2, 2020, DHC had 21 properties under agreements to sell for an aggregate sales price of approximately $167.4 million, excluding closing costs. These sales are subject to various conditions; as a result, these sales may not occur, they may be delayed or their terms may change.
DHC also had 10 senior living communities with 920 units scheduled for closure and/or sale as of September 30, 2020. During the quarter ended September 30, 2020, DHC recorded aggregate impairment charges of $59.8 million in connection with these communities.
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(1) DHC reports rent coverage one quarter in arrears because operating results from tenants are usually provided to DHC three months after the end of a fiscal quarter. Operating data from triple net leased senior living communities is provided by tenants and excludes data for periods prior to DHC's ownership of certain properties, as well as properties sold or classified as held for sale during the periods presented. DHC has not independently verified this information. Excludes rent coverage for our six wellness centers that have defaulted.
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Compliance Matter:
As a result of routine monitoring protocols that are a part of Five Star's compliance program activities related to Medicare billing, Five Star discovered potentially inadequate documentation at a skilled nursing facility at one of DHC's senior living communities that Five Star manages. This monitoring was not initiated in response to any specific complaint or allegation but rather was of the type that Five Star periodically undertakes to test its compliance with applicable Medicare billing rules. As a result of this discovery, DHC and Five Star made an initial voluntary disclosure to the United States Department of Health and Human Services, Office of the Inspector General, or the OIG, pursuant to the OIG’s Provider Self-Disclosure Protocol. Five Star has since completed its review and assessment of these matters and DHC and Five Star will submit a final supplemental disclosure to the OIG in November 2020. At September 30, 2020, DHC had accrued a revenue reserve of $4.0 million for historical Medicare payments DHC received that DHC expects to repay as a result of the inadequate documentation Five Star identified. In addition, DHC has recorded expenses for additional costs incurred or expected to be incurred, including OIG-imposed penalties, as a result of this matter totaling $2.2 million for the three and nine months ended September 30, 2020, of which the entire $2.2 million remained accrued and not paid at September 30, 2020.
Conference Call:
At 10:00 a.m. Eastern Time this morning, President and Chief Operating Officer, Jennifer Francis, and Chief Financial Officer and Treasurer, Richard Siedel, will host a conference call to discuss DHC's third quarter financial results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Thursday, November 12, 2020. To access the replay, dial (412) 317-0088. The replay pass code is 10148143.
A live audio webcast of the conference call will also be available in a listen-only mode on DHC's website, www.dhcreit.com. Participants wanting to access the webcast should visit DHC's website about five minutes before the call. The archived webcast will be available for replay on DHC's website following the call for about one week. The transcription, recording and retransmission in any way of DHC's third quarter conference call are strictly prohibited without the prior written consent of DHC.
Supplemental Data:
A copy of DHC's Third Quarter 2020 Supplemental Operating and Financial Data is available for download at DHC's website, www.dhcreit.com. DHC's website is not incorporated as part of this press release.
DHC is a real estate investment trust, or REIT, that owns medical office and life science properties, senior living communities and wellness centers throughout the United States. DHC is managed by the operating subsidiary of The RMR Group Inc., an alternative asset management company that is headquartered in Newton, MA.
Non-GAAP Financial Measures:
DHC presents certain "non-GAAP financial measures" within the meaning of applicable rules of the Securities and Exchange Commission, or SEC, including FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI, same property Cash Basis NOI, earnings before interest, income tax, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, Adjusted EBITDAre, pro forma EBITDARM and same property pro forma EBITDARM for the three and nine months ended September 30, 2020 and 2019. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of DHC's operating performance or as measures of DHC's liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in DHC's condensed consolidated statements of income (loss). DHC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. DHC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of DHC's operating performance between periods and with other REITs and, in the case of NOI,
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Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of DHC's properties.
Please see the pages attached hereto for a more detailed statement of DHC's operating results and financial condition, and for an explanation of DHC's calculation of FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI, same property Cash Basis NOI, EBITDA, EBITDAre, Adjusted EBITDAre, pro forma EBITDARM and same property pro forma EBITDARM and a reconciliation of those amounts to amounts determined in accordance with GAAP.
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DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental income | $ | 104,238 | $ | 148,011 | $ | 320,943 | $ | 459,349 | ||||||||||||||||||
Residents fees and services (1) | 290,101 | 107,816 | 926,174 | 324,767 | ||||||||||||||||||||||
| Total revenues | 394,339 | 255,827 | 1,247,117 | 784,116 | ||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
Property operating expenses (1) | 315,650 | 125,083 | 934,150 | 362,498 | ||||||||||||||||||||||
| Depreciation and amortization | 67,211 | 73,368 | 204,466 | 219,522 | ||||||||||||||||||||||
| General and administrative | 6,988 | 9,604 | 23,132 | 28,287 | ||||||||||||||||||||||
| Acquisition and certain other transaction related costs | 53 | 2,492 | 803 | 11,209 | ||||||||||||||||||||||
| Impairment of assets | 64,202 | 33,099 | 106,611 | 41,518 | ||||||||||||||||||||||
| Total expenses | 454,104 | 243,646 | 1,269,162 | 663,034 | ||||||||||||||||||||||
| (Loss) gain on sale of properties | (211) | 4,183 | 2,403 | 21,893 | ||||||||||||||||||||||
| Dividend income | — | — | — | 1,846 | ||||||||||||||||||||||
| Gains and losses on equity securities, net | 12,510 | 40 | 14,541 | (41,476) | ||||||||||||||||||||||
Interest and other income (2) | 134 | 238 | 8,008 | 590 | ||||||||||||||||||||||
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,448, $1,421, $5,574 and $4,592, respectively) | (58,091) | (44,817) | (143,715) | (136,840) | ||||||||||||||||||||||
| Gain on lease termination | — | — | 22,896 | — | ||||||||||||||||||||||
| Loss on early extinguishment of debt | — | — | (427) | (17) | ||||||||||||||||||||||
| Loss from continuing operations before income tax (expense) benefit and equity in earnings of an investee | (105,423) | (28,175) | (118,339) | (32,922) | ||||||||||||||||||||||
| Income tax (expense) benefit | (365) | 146 | (1,048) | 47 | ||||||||||||||||||||||
| Equity in earnings of an investee | — | 83 | — | 617 | ||||||||||||||||||||||
| Net loss | (105,788) | (27,946) | (119,387) | (32,258) | ||||||||||||||||||||||
| Net income attributable to noncontrolling interest | (1,100) | (1,444) | (3,838) | (4,279) | ||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (106,888) | $ | (29,390) | $ | (123,225) | $ | (36,537) | ||||||||||||||||||
| Weighted average common shares outstanding (basic) | 237,752 | 237,608 | 237,707 | 237,585 | ||||||||||||||||||||||
| Weighted average common shares outstanding (diluted) | 237,752 | 237,608 | 237,707 | 237,585 | ||||||||||||||||||||||
| Per common share amounts (basic and diluted): | ||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (0.45) | $ | (0.12) | $ | (0.52) | $ | (0.15) | ||||||||||||||||||
(1) Residents fees and services for the three and nine months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three and nine months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
(2) DHC recognized $7,346 of funds received under the Coronavirus Aid, Relief, and Economic Security Act during the nine months ended September 30, 2020.
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DIVERSIFIED HEALTHCARE TRUST
FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
(amounts in thousands, except per share data)
(unaudited)
Calculation of FFO and Normalized FFO Attributable to Common Shareholders(1):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (106,888) | $ | (29,390) | $ | (123,225) | $ | (36,537) | ||||||||||||||||||
| Depreciation and amortization | 67,211 | 73,368 | 204,466 | 219,522 | ||||||||||||||||||||||
| Loss (gain) on sale of properties | 211 | (4,183) | (2,403) | (21,893) | ||||||||||||||||||||||
| Impairment of assets | 64,202 | 33,099 | 106,611 | 41,518 | ||||||||||||||||||||||
| Gains and losses on equity securities, net | (12,510) | (40) | (14,541) | 41,476 | ||||||||||||||||||||||
| FFO adjustments attributable to noncontrolling interest | (5,275) | (5,277) | (15,825) | (15,871) | ||||||||||||||||||||||
| FFO attributable to common shareholders | 6,951 | 67,577 | 155,083 | 228,215 | ||||||||||||||||||||||
| Acquisition and certain other transaction related costs | 53 | 2,492 | 803 | 11,209 | ||||||||||||||||||||||
Costs and payment obligations related to compliance assessment at one of DHC's senior living communities (2) | 6,172 | — | 6,172 | — | ||||||||||||||||||||||
| Gain on lease termination | — | — | (22,896) | — | ||||||||||||||||||||||
| Loss on early extinguishment of debt | — | — | 427 | 17 | ||||||||||||||||||||||
| Normalized FFO attributable to common shareholders | $ | 13,176 | $ | 70,069 | $ | 139,589 | $ | 239,441 | ||||||||||||||||||
| Weighted average common shares outstanding (basic) | 237,752 | 237,608 | 237,707 | 237,585 | ||||||||||||||||||||||
| Weighted average common shares outstanding (diluted) | 237,752 | 237,608 | 237,707 | 237,585 | ||||||||||||||||||||||
| Per common share data (basic and diluted): | ||||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (0.45) | $ | (0.12) | $ | (0.52) | $ | (0.15) | ||||||||||||||||||
| FFO attributable to common shareholders | $ | 0.03 | $ | 0.28 | $ | 0.65 | $ | 0.96 | ||||||||||||||||||
| Normalized FFO attributable to common shareholders | $ | 0.06 | $ | 0.29 | $ | 0.59 | $ | 1.01 | ||||||||||||||||||
| Distributions declared | $ | 0.01 | $ | 0.15 | $ | 0.17 | $ | 0.69 | ||||||||||||||||||
(1) DHC calculates FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown above. FFO attributable to common shareholders is calculated on the basis defined by the National Association of Real Estate Investment Trusts, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, plus real estate depreciation and amortization and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to DHC. In calculating Normalized FFO attributable to common shareholders, DHC adjusts for the items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of DHC’s 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. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by DHC’s Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to, requirements to maintain DHC’s qualification for taxation as a REIT, limitations in the agreements governing DHC’s debt, the availability to DHC of debt and equity capital, DHC’s expectation of its future capital requirements and operating performance, and DHC’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than DHC does.
(2) Costs and payment obligations related to compliance assessment at one of DHC’s senior living communities consist of residents fees and services as well as property operating expenses. Residents fees and services for the three and nine months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three and nine months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
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DIVERSIFIED HEALTHCARE TRUST
CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI
(dollars in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
Calculation of NOI and Cash Basis NOI(1): | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental income | $ | 104,238 | $ | 148,011 | $ | 320,943 | $ | 459,349 | ||||||||||||||||||
Residents fees and services (2) | 290,101 | 107,816 | 926,174 | 324,767 | ||||||||||||||||||||||
| Total revenues | 394,339 | 255,827 | 1,247,117 | 784,116 | ||||||||||||||||||||||
Property operating expenses (2) | (315,650) | (125,083) | (934,150) | (362,498) | ||||||||||||||||||||||
| NOI | 78,689 | 130,744 | 312,967 | 421,618 | ||||||||||||||||||||||
| Non-cash straight line rent adjustments | (491) | (1,186) | (3,029) | (3,550) | ||||||||||||||||||||||
| Lease value amortization | (1,856) | (1,842) | (5,559) | (4,922) | ||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | (199) | (199) | (597) | (597) | ||||||||||||||||||||||
| Cash Basis NOI | $ | 76,143 | $ | 127,517 | $ | 303,782 | $ | 412,549 | ||||||||||||||||||
| Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: | ||||||||||||||||||||||||||
| Net loss | $ | (105,788) | $ | (27,946) | $ | (119,387) | $ | (32,258) | ||||||||||||||||||
| Equity in earnings of an investee | — | (83) | — | (617) | ||||||||||||||||||||||
| Income tax expense (benefit) | 365 | (146) | 1,048 | (47) | ||||||||||||||||||||||
| Loss on early extinguishment of debt | — | — | 427 | 17 | ||||||||||||||||||||||
| Gain on lease termination | — | — | (22,896) | — | ||||||||||||||||||||||
| Interest expense | 58,091 | 44,817 | 143,715 | 136,840 | ||||||||||||||||||||||
| Interest and other income | (134) | (238) | (8,008) | (590) | ||||||||||||||||||||||
| Gains and losses on equity securities, net | (12,510) | (40) | (14,541) | 41,476 | ||||||||||||||||||||||
| Dividend income | — | — | — | (1,846) | ||||||||||||||||||||||
| Loss (gain) on sale of properties | 211 | (4,183) | (2,403) | (21,893) | ||||||||||||||||||||||
| Impairment of assets | 64,202 | 33,099 | 106,611 | 41,518 | ||||||||||||||||||||||
| Acquisition and certain other transaction related costs | 53 | 2,492 | 803 | 11,209 | ||||||||||||||||||||||
| General and administrative | 6,988 | 9,604 | 23,132 | 28,287 | ||||||||||||||||||||||
| Depreciation and amortization | 67,211 | 73,368 | 204,466 | 219,522 | ||||||||||||||||||||||
| NOI | 78,689 | 130,744 | 312,967 | 421,618 | ||||||||||||||||||||||
| Non-cash straight line rent adjustments | (491) | (1,186) | (3,029) | (3,550) | ||||||||||||||||||||||
| Lease value amortization | (1,856) | (1,842) | (5,559) | (4,922) | ||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | (199) | (199) | (597) | (597) | ||||||||||||||||||||||
| Cash Basis NOI | $ | 76,143 | $ | 127,517 | $ | 303,782 | $ | 412,549 | ||||||||||||||||||
(1) The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to DHC’s property level results of operations. DHC calculates NOI and Cash Basis NOI as shown above and same property NOI and same property Cash Basis NOI as shown below. DHC defines NOI as income from its real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that DHC records as depreciation and amortization. DHC defines 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. DHC calculates same property NOI and same property Cash Basis NOI in the same manner that it calculates the corresponding NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating same property NOI and same property Cash Basis NOI. DHC uses NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than DHC does.
(2) Residents fees and services for the three and nine months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three and nine months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
9
DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (1)
(dollars in thousands)
(unaudited)
| For the Three Months Ended September 30, 2020 | For the Three Months Ended September 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Calculation of NOI and Cash Basis NOI: | Office Portfolio | SHOP (2) | Non-Segment (3) | Total | Office Portfolio | SHOP | Non-Segment (3) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Rental income / residents fees and services | $ | 94,235 | $ | 290,101 | $ | 10,003 | $ | 394,339 | $ | 100,010 | $ | 140,554 | $ | 15,263 | $ | 255,827 | ||||||||||||||||||||||||||||||||||
| Property operating expenses | (33,448) | (282,202) | — | (315,650) | (34,184) | (90,899) | — | (125,083) | ||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 60,787 | $ | 7,899 | $ | 10,003 | $ | 78,689 | $ | 65,826 | $ | 49,655 | $ | 15,263 | $ | 130,744 | ||||||||||||||||||||||||||||||||||
| NOI change | (7.7) | % | (84.1) | % | (34.5) | % | (39.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 60,787 | $ | 7,899 | $ | 10,003 | $ | 78,689 | $ | 65,826 | $ | 49,655 | $ | 15,263 | $ | 130,744 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash straight line rent adjustments | 438 | — | 53 | 491 | 1,043 | — | 143 | 1,186 | ||||||||||||||||||||||||||||||||||||||||||
| Lease value amortization | 1,800 | — | 56 | 1,856 | 1,787 | — | 55 | 1,842 | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | 199 | — | — | 199 | 199 | — | — | 199 | ||||||||||||||||||||||||||||||||||||||||||
| Cash Basis NOI | $ | 58,350 | $ | 7,899 | $ | 9,894 | $ | 76,143 | $ | 62,797 | $ | 49,655 | $ | 15,065 | $ | 127,517 | ||||||||||||||||||||||||||||||||||
| Cash Basis NOI change | (7.1) | % | (84.1) | % | (34.3) | % | (40.3) | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of NOI to Same Property NOI: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 60,787 | $ | 7,899 | $ | 10,003 | $ | 78,689 | $ | 65,826 | $ | 49,655 | $ | 15,263 | $ | 130,744 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOI not included in same property | 2,468 | (6,311) | 959 | (2,884) | 5,202 | 1,238 | 4,475 | 10,915 | ||||||||||||||||||||||||||||||||||||||||||
Same property NOI (4) | $ | 58,319 | $ | 14,210 | $ | 9,044 | $ | 81,573 | $ | 60,624 | $ | 48,417 | $ | 10,788 | $ | 119,829 | ||||||||||||||||||||||||||||||||||
| Same property NOI change | (3.8) | % | (70.7) | % | (16.2) | % | (31.9) | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Same Property NOI to Same Property Cash Basis NOI: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same property NOI (4) | $ | 58,319 | $ | 14,210 | $ | 9,044 | $ | 81,573 | $ | 60,624 | $ | 48,417 | $ | 10,788 | $ | 119,829 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash straight line rent adjustments | 122 | — | 70 | 192 | 728 | — | 139 | 867 | ||||||||||||||||||||||||||||||||||||||||||
| Lease value amortization | 1,800 | — | 56 | 1,856 | 1,799 | — | 55 | 1,854 | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | 188 | — | — | 188 | 183 | — | — | 183 | ||||||||||||||||||||||||||||||||||||||||||
Same property cash basis NOI (4) | $ | 56,209 | $ | 14,210 | $ | 8,918 | $ | 79,337 | $ | 57,914 | $ | 48,417 | $ | 10,594 | $ | 116,925 | ||||||||||||||||||||||||||||||||||
| Same property cash basis NOI change | (2.9) | % | (70.7) | % | (15.8) | % | (32.1) | % | ||||||||||||||||||||||||||||||||||||||||||
(1)See page 9 for the calculation of NOI and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. See footnote 1 on page 9 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 5 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)Residents fees and services for the three months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
(3)Consists of the operating results of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers.
(4)Consists of properties owned, in service and operated by the same operator continuously since July 1, 2019, including DHC's life science property owned in a joint venture arrangement in which DHC owns a 55% equity interest; excludes properties classified as held for sale, scheduled for closure and/or sale or out of service undergoing redevelopment, if any.
10
DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (1)
(dollars in thousands)
(unaudited)
| For the Nine Months Ended September 30, 2020 | For the Nine Months Ended September 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Calculation of NOI and Cash Basis NOI: | Office Portfolio | SHOP (2) | Non-Segment (3) | Total | Office Portfolio | SHOP | Non-Segment (3) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Rental income / residents fees and services | $ | 288,515 | $ | 926,174 | $ | 32,428 | $ | 1,247,117 | $ | 307,616 | $ | 430,218 | $ | 46,282 | $ | 784,116 | ||||||||||||||||||||||||||||||||||
| Property operating expenses | (97,047) | (837,103) | — | (934,150) | (98,886) | (263,612) | — | (362,498) | ||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 191,468 | $ | 89,071 | $ | 32,428 | $ | 312,967 | $ | 208,730 | $ | 166,606 | $ | 46,282 | $ | 421,618 | ||||||||||||||||||||||||||||||||||
| NOI change | (8.3) | % | (46.5) | % | (29.9) | % | (25.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 191,468 | $ | 89,071 | $ | 32,428 | $ | 312,967 | $ | 208,730 | $ | 166,606 | $ | 46,282 | $ | 421,618 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash straight line rent adjustments | 2,818 | — | 211 | 3,029 | 3,151 | — | 399 | 3,550 | ||||||||||||||||||||||||||||||||||||||||||
| Lease value amortization | 5,393 | — | 166 | 5,559 | 4,756 | — | 166 | 4,922 | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | 597 | — | — | 597 | 597 | — | — | 597 | ||||||||||||||||||||||||||||||||||||||||||
| Cash Basis NOI | $ | 182,660 | $ | 89,071 | $ | 32,051 | $ | 303,782 | $ | 200,226 | $ | 166,606 | $ | 45,717 | $ | 412,549 | ||||||||||||||||||||||||||||||||||
| Cash Basis NOI change | (8.8) | % | (46.5) | % | (29.9) | % | (26.4) | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of NOI to Same Property NOI: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOI | $ | 191,468 | $ | 89,071 | $ | 32,428 | $ | 312,967 | $ | 208,730 | $ | 166,606 | $ | 46,282 | $ | 421,618 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| NOI not included in same property | 9,523 | (11,848) | 2,879 | 554 | 23,595 | 7,074 | 13,892 | 44,561 | ||||||||||||||||||||||||||||||||||||||||||
Same property NOI (4) | $ | 181,945 | $ | 100,919 | $ | 29,549 | $ | 312,413 | $ | 185,135 | $ | 159,532 | $ | 32,390 | $ | 377,057 | ||||||||||||||||||||||||||||||||||
| Same property NOI change | (1.7) | % | (36.7) | % | (8.8) | % | (17.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Same Property NOI to Same Property Cash Basis NOI: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Same property NOI (4) | $ | 181,945 | $ | 100,919 | $ | 29,549 | $ | 312,413 | $ | 185,135 | $ | 159,532 | $ | 32,390 | $ | 377,057 | ||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash straight line rent adjustments | 1,944 | — | 261 | 2,205 | 3,332 | — | 390 | 3,722 | ||||||||||||||||||||||||||||||||||||||||||
| Lease value amortization | 5,393 | — | 166 | 5,559 | 5,143 | — | 166 | 5,309 | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash amortization included in property operating expenses | 562 | — | — | 562 | 540 | — | — | 540 | ||||||||||||||||||||||||||||||||||||||||||
Same property cash basis NOI (4) | $ | 174,046 | $ | 100,919 | $ | 29,122 | $ | 304,087 | $ | 176,120 | $ | 159,532 | $ | 31,834 | $ | 367,486 | ||||||||||||||||||||||||||||||||||
| Same property cash basis NOI change | (1.2) | % | (36.7) | % | (8.5) | % | (17.3) | % | ||||||||||||||||||||||||||||||||||||||||||
(1)See page 9 for the calculation of NOI and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. See footnote 1 on page 9 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 5 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)Residents fees and services for the nine months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the nine months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
(3)Consists of the operating results of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers.
(4)Consists of properties owned, in service and operated by the same operator continuously since January 1, 2019, including DHC's life science property owned in a joint venture arrangement in which DHC owns a 55% equity interest; excludes properties classified as held for sale, scheduled for closure and/or sale or out of service undergoing redevelopment, if any.
11
DIVERSIFIED HEALTHCARE TRUST
CALCULATION AND RECONCILIATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre
(dollars in thousands)
(unaudited)
Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre(1):
| Three Months Ended September 30, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Net loss | $ | (105,788) | $ | (27,946) | ||||||||||
| Interest expense | 58,091 | 44,817 | ||||||||||||
| Income tax expense (benefit) | 365 | (146) | ||||||||||||
| Depreciation and amortization | 67,211 | 73,368 | ||||||||||||
| EBITDA | 19,879 | 90,093 | ||||||||||||
| Loss (gain) on sale of properties | 211 | (4,183) | ||||||||||||
| Impairment of assets | 64,202 | 33,099 | ||||||||||||
EBITDAre | 84,292 | 119,009 | ||||||||||||
| General and administrative expense paid in common shares | 502 | 533 | ||||||||||||
| Acquisition and certain other transaction related costs | 53 | 2,492 | ||||||||||||
Costs and payment obligations related to compliance assessment at one of DHC's senior living communities (2) | 6,172 | — | ||||||||||||
| Gains on equity securities, net | (12,510) | (40) | ||||||||||||
Adjusted EBITDAre | $ | 78,509 | $ | 121,994 | ||||||||||
(1) DHC calculates EBITDA, EBITDAre and Adjusted EBITDAre as shown above. EBITDAre is calculated on the basis defined by the National Association of Real Estate Investment Trusts, which is EBITDA, excluding any gain or loss on sale of properties and impairment of assets, if any, as well as certain other adjustments currently not applicable to DHC. In calculating Adjusted EBITDAre, DHC adjusts for the items shown above and includes 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 DHC's 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. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than DHC does.
(2) Costs and payment obligations related to compliance assessment at one of DHC’s senior living communities consist of residents fees and services as well as property operating expenses. Residents fees and services for the three months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
12
DIVERSIFIED HEALTHCARE TRUST
SHOP SEGMENT - CALCULATION AND RECONCILIATION OF
PRO FORMA EBITDARM AND SAME PROPERTY PRO FORMA EBITDARM (1)
(amounts in thousands)
(unaudited)
| Three Months Ended September 30, 2020 | Three Months Ended September 30, 2019 | |||||||||||||||||||||||||||||||
| SHOP | SHOP | Restructuring Transaction | Pro Forma | |||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Rental income | $ | — | $ | 32,738 | $ | (32,738) | (3) | $ | — | |||||||||||||||||||||||
| Residents fees and services | 290,101 | (2) | 107,816 | 237,101 | (3) | 344,917 | ||||||||||||||||||||||||||
| Total revenues | 290,101 | 140,554 | 204,363 | 344,917 | ||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Property operating expenses | 282,202 | (2) | 90,899 | 212,460 | (3) (4) | 303,359 | ||||||||||||||||||||||||||
| Depreciation and amortization | 31,570 | 34,901 | — | 34,901 | ||||||||||||||||||||||||||||
| Impairment of assets | 62,868 | 718 | — | 718 | ||||||||||||||||||||||||||||
| Total expenses | 376,640 | 126,518 | 212,460 | 338,978 | ||||||||||||||||||||||||||||
| Loss on sale of properties | (42) | — | — | — | ||||||||||||||||||||||||||||
| Interest expense | (552) | (585) | — | (585) | ||||||||||||||||||||||||||||
| Net (loss) income | (87,133) | 13,451 | (8,097) | 5,354 | ||||||||||||||||||||||||||||
| Add (less): | Interest expense | 552 | 585 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 31,570 | 34,901 | ||||||||||||||||||||||||||||||
| Management fees | 14,505 | 17,246 | ||||||||||||||||||||||||||||||
| Impairment of assets | 62,868 | 718 | ||||||||||||||||||||||||||||||
| Loss on sale of properties | 42 | — | ||||||||||||||||||||||||||||||
| EBITDARM | 22,404 | 58,804 | ||||||||||||||||||||||||||||||
| Less: EBITDARM not included in same property | (4,843) | (2,792) | ||||||||||||||||||||||||||||||
| Same property EBITDARM | $ | 27,247 | $ | 61,596 | ||||||||||||||||||||||||||||
| EBITDARM % Change | (61.9) | % | ||||||||||||||||||||||||||||||
| Same Property EBITDARM % Change | (55.8) | % | ||||||||||||||||||||||||||||||
(1) DHC's SHOP segment includes both communities leased to Five Star and operated for its account under management agreements with Five Star as of and during the three months ended September 30, 2019. Pursuant to the Restructuring Transaction, DHC's previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements, effective as of January 1, 2020. Under the New Management Agreements, management fees are 5% of resident fees and services revenues. DHC believes pro forma EBITDARM is a meaningful transitional supplemental performance measure as it presents historical community level operating results regardless of the form of contractual arrangements and removes the impact of changes in the agreements, including rents and management fees, between DHC and Five Star during the periods presented. The table above presents pro forma resident fees and services revenues and pro forma EBITDARM as if the communities had been managed for DHC's account throughout all periods presented to assist in understanding community level operating results and a reconciliation of those amounts from amounts determined in accordance with GAAP. Other real estate companies and REITs may calculate EBITDARM differently than DHC does.
(2) Residents fees and services for the three months ended September 30, 2020 for DHC’s SHOP segment is net of a $4,005 reserve for an estimated Medicare refund DHC expects to pay. Property operating expenses for the three months ended September 30, 2020 for DHC’s SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund DHC expects to pay.
(3) Adjustments reflect property level residents fees and services revenues and property operating expenses and exclude rental income for the previously leased senior living communities for the three months ended September 30, 2019.
(4) For the three months ended September 30, 2019, adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities.
13
DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
| September 30, 2020 | December 31, 2019 | |||||||||||||
| Assets | ||||||||||||||
| Real estate properties | $ | 7,371,731 | $ | 7,461,586 | ||||||||||
| Accumulated depreciation | (1,651,864) | (1,570,801) | ||||||||||||
| Total real estate properties, net | 5,719,867 | 5,890,785 | ||||||||||||
| Assets of properties held for sale | 164,363 | 209,570 | ||||||||||||
| Cash and cash equivalents | 82,241 | 37,357 | ||||||||||||
| Restricted cash | 16,134 | 14,867 | ||||||||||||
| Acquired real estate leases and other intangible assets, net | 298,429 | 337,875 | ||||||||||||
| Other assets, net | 254,084 | 163,372 | ||||||||||||
| Total assets | $ | 6,535,118 | $ | 6,653,826 | ||||||||||
| Liabilities and Equity | ||||||||||||||
| Unsecured revolving credit facility | $ | — | $ | 537,500 | ||||||||||
| Unsecured term loans, net | 198,913 | 448,741 | ||||||||||||
| Senior unsecured notes, net | 2,606,550 | 1,820,681 | ||||||||||||
| Secured debt and finance leases, net | 692,385 | 694,739 | ||||||||||||
| Liabilities of properties held for sale | 7,834 | 6,758 | ||||||||||||
| Accrued interest | 53,681 | 24,060 | ||||||||||||
| Assumed real estate lease obligations, net | 70,046 | 76,705 | ||||||||||||
| Other liabilities | 264,003 | 167,592 | ||||||||||||
| Total liabilities | 3,893,412 | 3,776,776 | ||||||||||||
| Total equity | 2,641,706 | 2,877,050 | ||||||||||||
| Total liabilities and equity | $ | 6,535,118 | $ | 6,653,826 | ||||||||||
14
Warning Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, DHC is making forward-looking statements. These forward-looking statements are based upon DHC's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by DHC's forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond DHC's control. For example,
•Ms. Francis's statements that the stability of DHC's medial office and life sciences portfolio and the steps DHC took earlier in the year to enhance liquidity put DHC in a strong position to withstand the effect of the COVID-19 pandemic, and also that DHC believes that it is strengthened by the diversity of its portfolio and that healthcare real estate will benefit from the aging U.S. population in the long term may imply that DHC will continue to achieve similar or better financial results. However, if the COVID-19 pandemic and resulting economic downturn do not improve or worsen, DHC's tenants', manager's and operators' businesses, operations and liquidity may be significantly negatively impacted, which could be detrimental to DHC's tenants' ability or willingness to pay rents or to DHC's manager's or operators' ability to generate minimum returns or pay rents for sustained periods. In addition, healthcare real estate may not benefit from the aging U.S. population as DHC expects or at all. In turn, DHC's results of operations and liquidity would likely be significantly negatively impacted and the value of an investment in DHC's securities may decline,
•DHC has classified certain properties as held for sale as of September 30, 2020. This may imply that all of the properties that DHC has classified as held for sale will be sold; however, any such sales may not occur and DHC may incur losses with respect to such sales of those properties,
•As of November 2, 2020, DHC had 21 properties under agreements to sell for an aggregate sales price of approximately $167.4 million, excluding closing costs. These sales are subject to conditions and the sales may not occur, may be delayed and their terms may change,
•As of September 30, 2020, DHC had 10 senior living communities scheduled for closure and/or sale. DHC cannot be sure that any of these communities will in fact close or be sold or what the terms or timing of any such closures or sales may be and DHC may incur losses with respect to these expected closures and sales, and
•DHC and Five Star have made a voluntary disclosure to the OIG of certain inadequate documentation Five Star identified related to Medicare billing and other issues at a senior living community Five Star manages for DHC, and DHC has accrued a revenue reserve of $4.0 million for Medicare payments DHC expects to repay and recognized $2.2 million of estimated related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, with respect to this matter. There can be no assurance that the OIG will agree with the amounts of repayments and penalties which DHC has estimated. Accordingly, the revenue reserve of $4.0 million and the other related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, of $2.2 million may be inadequate to resolve these matters, and any increased amounts may be material.
The information contained in DHC's filings with the SEC, including under “Risk Factors” in DHC's periodic reports, or incorporated therein, identifies important factors that could cause DHC's actual results to differ materially from those stated in or implied by DHC's forward-looking statements. DHC's filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
(END)
15
Exhibit 99.2
TABLE OF CONTENTS PAGE CORPORATE INFORMATION 3 Company Profile..................................................................................................................................................................................................................... 4 Investor Information............................................................................................................................................................................................................... 5 Research Coverage............................................................................................................................................................................................................... 6 FINANCIALS 7 Key Financial Data................................................................................................................................................................................................................. 8 Condensed Consolidated Balance Sheets............................................................................................................................................................................. 9 Condensed Consolidated Statements of Income (Loss)........................................................................................................................................................ 10 Condensed Consolidated Statements of Income (Loss) (Additional Data)............................................................................................................................ 11 Debt Summary....................................................................................................................................................................................................................... 12 Debt Maturity Schedule.......................................................................................................................................................................................................... 13 Leverage Ratios, Coverage Ratios and Public Debt Covenants............................................................................................................................................ 14 TABLE OF CONTENTS Summary of Capital Expenditures.......................................................................................................................................................................................... 15 Office Portfolio Redevelopment Information as of September 30, 2020................................................................................................................................ 16 Property Acquisitions / Dispositions Information Since January 1, 2020............................................................................................................................... 17 Calculation and Reconciliation of NOI and Cash Basis NOI.................................................................................................................................................. 18 NOI and Cash Basis NOI....................................................................................................................................................................................................... 19 Same Property NOI and Cash Basis NOI.............................................................................................................................................................................. 20 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Three Months Ended September 30, 2020 and 2019.......................................................................................................................... 21 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment for the Nine Months Ended September 30, 2020 and 2019............................................................................................................................ 22 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre.................................................................................................................... 23 Calculation and Reconciliation of FFO and Normalized FFO Attributable to Common Shareholders................................................................................... 24 PORTFOLIO INFORMATION 25 Portfolio Summary by Geographic Diversification and Property Type................................................................................................................................... 26 Portfolio Summary.................................................................................................................................................................................................................. 27 Occupancy............................................................................................................................................................................................................................. 28 Same Property Occupancy.................................................................................................................................................................................................... 29 Unit Count and Rent Coverage.............................................................................................................................................................................................. 30 Office Portfolio and Same Property - Results of Operations (Three Months Ended September 30, 2020 and 2019)........................................................... 31 Office Portfolio and Same Property - Results of Operations (Nine Months Ended September 30, 2020 and 2019)............................................................. 32 SHOP Segment and Same Property - Results of Operations................................................................................................................................................ 33 Office Portfolio Leasing Summary.......................................................................................................................................................................................... 34 Tenants Representing 1% or More of Total Annualized Rental Income................................................................................................................................ 35 Office Portfolio Lease Expiration Schedule............................................................................................................................................................................ 36 Non-Segment Lease Expiration Schedule............................................................................................................................................................................. 37 EXHIBIT A SHOP Segment and Same Property - Transitional Pro Forma EBITDARM 38 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS 41 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 44 Please refer to Non-GAAP Financial Measures and Certain Definitions beginning on page 41 for terms used throughout this document. 2
3 3
COMPANY PROFILE The Company: Corporate Headquarters: Diversified Healthcare Trust, or DHC, we, our or us, is a real estate investment trust, or REIT, which owns healthcare related properties including medical office and life science buildings, senior living communities and Two Newton Place wellness centers located throughout the U.S. DHC is a component of 132 market indices and it comprises 255 Washington Street, Suite 300 more than 1% of the following indices as of September 30, 2020: BI North America Healthcare REIT Valuation Newton, MA 02458-1634 Peers (BIHLCRNP) and the Bloomberg Real Estate Investment Trust Mid Cap Index (BBREMIDC). (t) (617) 796-8350 COMPANY PROFILE Management: Stock Exchange Listing: DHC is managed by The RMR Group LLC, or RMR LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc. RMR is an alternative asset management company that was Nasdaq founded in 1986 to manage real estate companies and related businesses. RMR primarily provides management services to four publicly traded equity REITs and three real estate related operating businesses. Trading Symbols: In addition to managing DHC, RMR manages Service Properties Trust, a REIT that owns a diverse portfolio of hotels and net lease service and necessity-based retail properties, Industrial Logistics Properties Trust, a Common Shares: DHC REIT that owns industrial and logistics properties, and Office Properties Income Trust, a REIT that owns Senior Unsecured Notes due 2042: DHCNI properties primarily leased to single tenants and those with high credit quality characteristics such as Senior Unsecured Notes due 2046: DHCNL government entities. RMR also provides management services to Five Star Senior Living Inc., or Five Star, a publicly traded operator of senior living communities (including many of the senior living communities that DHC owns), Sonesta International Hotels Corporation, a privately owned operator and franchisor of hotels and cruise boats, and TravelCenters of America Inc., a publicly traded operator and franchisor of travel centers along the U.S. Interstate Highway System, standalone truck service facilities and restaurants. RMR also advises RMR Mortgage Trust, which is in the process of converting from a registered investment company to a publicly traded mortgage REIT, and Tremont Mortgage Trust, a publicly traded mortgage REIT, both of which will focus on originating and investing in floating rate first mortgage whole loans, secured by middle market and transitional commercial real estate, through wholly owned Securities and Exchange Commission, or SEC, registered investment advisory subsidiaries. As of September 30, 2020, RMR had $32.1 billion of real estate assets under management and the combined RMR managed companies had approximately $12 billion of annual revenues, over 2,100 properties and approximately 42,500 employees. We believe that being managed by RMR is a competitive advantage for DHC 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 if we were self managed. 4
INVESTOR INFORMATION Board of Trustees Jennifer B. Clark John L. Harrington Lisa Harris Jones Managing Trustee Independent Trustee Lead Independent Trustee Daniel F. LePage Adam D. Portnoy Jeffrey P. Somers Independent Trustee Chair of the Board & Managing Trustee Independent Trustee INVESTOR INFORMATION Executive Officers Jennifer F. Francis Richard W. Siedel, Jr. President & Chief Operating Officer Chief Financial Officer & Treasurer Contact Information Investor Relations Inquiries Diversified Healthcare Trust Financial, investor and media inquiries should be directed to Two Newton Place Michael Kodesch, Director, Investor Relations, at 255 Washington Street, Suite 300 (617) 796-8234, or [email protected] Newton, MA 02458-1634 (t) (617) 796-8350 (email) [email protected] (website) www.dhcreit.com 5
RESEARCH COVERAGE Equity Research Coverage B. Riley Securities, Inc. BofA Securities Colliers Securities LLC Bryan Maher Joshua Dennerlein Kyle Bauser (646) 885-5423 (646) 855-1681 (612) 376-4191 [email protected] [email protected] [email protected] JMP Securities Morgan Stanley Raymond James Aaron Hecht Vikram Malhotra Jonathan Hughes RESEARCH COVERAGE (415) 835-3963 (212) 761-7064 (727) 567-2438 [email protected] [email protected] [email protected] RBC Capital Markets Wells Fargo Securities Michael Carroll Todd Stender (440) 715-2649 (562) 637-1371 [email protected] [email protected] Rating Agencies Moody’s Investors Service S & P Global Lori Marks Michael Souers (212) 553-1098 (212) 438-2508 [email protected] [email protected] DHC 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 DHC's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of DHC or its management. DHC 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. 6
7
KEY FINANCIAL DATA (dollars in thousands, except per share data) As of and For the Three Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Selected Balance Sheet Data: Total gross assets $ 8,186,982 $ 8,266,767 $ 8,316,051 $ 8,224,627 $ 8,572,131 Total assets $ 6,535,118 $ 6,600,523 $ 6,703,723 $ 6,653,826 $ 6,916,990 Total liabilities $ 3,893,412 $ 3,845,683 $ 3,916,554 $ 3,776,776 $ 3,948,768 Total equity $ 2,641,706 $ 2,754,840 $ 2,787,169 $ 2,877,050 $ 2,968,222 KEY FINANCIAL DATA Selected Income Statement Data: Total revenues $ 394,339 $ 410,311 $ 442,467 $ 256,039 $ 255,827 Net (loss) income $ (105,788) $ (24,742) $ 11,143 $ (50,620) $ (27,946) Net (loss) income attributable to common shareholders $ (106,888) $ (26,072) $ 9,735 $ (51,697) $ (29,390) NOI $ 78,689 $ 108,396 $ 125,882 $ 129,467 $ 130,744 Adjusted EBITDAre $ 78,509 $ 109,235 $ 117,437 $ 121,108 $ 121,994 FFO attributable to common shareholders $ 6,951 $ 56,847 $ 91,285 $ 68,832 $ 67,577 Normalized FFO attributable to common shareholders $ 13,176 $ 57,115 $ 69,298 $ 70,752 $ 70,069 Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.45) $ (0.11) $ 0.04 $ (0.22) $ (0.12) FFO attributable to common shareholders $ 0.03 $ 0.24 $ 0.38 $ 0.29 $ 0.28 Normalized FFO attributable to common shareholders $ 0.06 $ 0.24 $ 0.29 $ 0.30 $ 0.29 Dividends: Annualized dividend declared per common share (1) $ 0.04 $ 0.04 $ 0.60 $ 0.60 $ 0.60 Annualized dividend yield (at end of period) 1.1 % 0.9 % 16.5 % 7.1 % 6.5 % Normalized FFO attributable to common shareholders payout ratio 16.7 % 4.2 % 51.7 % 50.0 % 51.7 % (1) Beginning in the second quarter of 2020, we reduced our regular quarterly distribution rate to $0.01 per common share ($0.04 per common share annually) to conserve capital in response to uncertain economic conditions as a result of the COVID-19 pandemic. 8
CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share data) As of As of September 30, 2020 December 31, 2019 Assets Real estate properties: Land $ 792,343 $ 793,123 Buildings and improvements 6,579,388 6,668,463 Total real estate properties, gross 7,371,731 7,461,586 Accumulated depreciation (1,651,864) (1,570,801) Total real estate properties, net 5,719,867 5,890,785 Assets of properties held for sale 164,363 209,570 Cash and cash equivalents 82,241 37,357 Restricted cash 16,134 14,867 Acquired real estate leases and other intangible assets, net 298,429 337,875 Other assets, net 254,084 163,372 Total assets $ 6,535,118 $ 6,653,826 Liabilities and Equity Unsecured revolving credit facility $ — $ 537,500 Unsecured term loans, net 198,913 448,741 Senior unsecured notes, net 2,606,550 1,820,681 Secured debt and finance leases, net 692,385 694,739 Liabilities of properties held for sale 7,834 6,758 Accrued interest 53,681 24,060 Assumed real estate lease obligations, net 70,046 76,705 Other liabilities 264,003 167,592 Total liabilities 3,893,412 3,776,776 Commitments and contingencies CONDENSED CONSOLIDATED BALANCE SHEETS Equity: Equity attributable to common shareholders: Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 238,268,478 and 237,897,163 shares issued and outstanding, respectively 2,383 2,379 Additional paid in capital 4,613,501 4,612,511 Cumulative net income 1,929,337 2,052,562 Cumulative distributions (4,031,177) (3,930,933) Total equity attributable to common shareholders 2,514,044 2,736,519 Noncontrolling interest: Total equity attributable to noncontrolling interest 127,662 140,531 Total equity 2,641,706 2,877,050 Total liabilities and equity $ 6,535,118 $ 6,653,826 9
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (amounts in thousands, except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenues: Rental income $ 104,238 $ 148,011 $ 320,943 $ 459,349 Residents fees and services (1) 290,101 107,816 926,174 324,767 Total revenues 394,339 255,827 1,247,117 784,116 Expenses: Property operating expenses (1) 315,650 125,083 934,150 362,498 Depreciation and amortization 67,211 73,368 204,466 219,522 General and administrative 6,988 9,604 23,132 28,287 Acquisition and certain other transaction related costs 53 2,492 803 11,209 Impairment of assets 64,202 33,099 106,611 41,518 Total expenses 454,104 243,646 1,269,162 663,034 (Loss) gain on sale of properties (211) 4,183 2,403 21,893 Dividend income — — — 1,846 Gains and losses on equity securities, net 12,510 40 14,541 (41,476) Interest and other income 134 238 8,008 590 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,448, $1,421, $5,574 and $4,592, respectively) (58,091) (44,817) (143,715) (136,840) Gain on lease termination — — 22,896 — Loss on early extinguishment of debt — — (427) (17) Loss from continuing operations before income tax (expense) benefit and equity in earnings of an investee (105,423) (28,175) (118,339) (32,922) Income tax (expense) benefit (365) 146 (1,048) 47 Equity in earnings of an investee — 83 — 617 Net loss (105,788) (27,946) (119,387) (32,258) Net income attributable to noncontrolling interest (1,100) (1,444) (3,838) (4,279) Net loss attributable to common shareholders $ (106,888) $ (29,390) $ (123,225) $ (36,537) Weighted average common shares outstanding (basic) 237,752 237,608 237,707 237,585 Weighted average common shares outstanding (diluted) 237,752 237,608 237,707 237,585 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) Per common share data (basic and diluted): Net loss attributable to common shareholders $ (0.45) $ (0.12) $ (0.52) $ (0.15) (1) See footnote on following page. 10
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (ADDITIONAL DATA) DATA) (dollars in thousands) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Additional Data: General and administrative expenses / total assets (at end of period) 0.1 % 0.1 % 0.4 % 0.4 % Straight line rent included in rental income $ 491 $ 1,186 $ 3,029 $ 3,550 Lease value amortization included in rental income $ 1,856 $ 1,842 $ 5,559 $ 4,922 Non-cash stock based compensation $ 502 $ 533 $ 1,166 $ 1,140 Non-cash amortization included in property operating expenses $ 199 $ 199 $ 597 $ 597 Non-cash amortization included in general and administrative expenses $ 744 $ 744 $ 2,231 $ 2,231 (1) Residents fees and services for the three and nine months ended September 30, 2020 is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (ADDITIONAL 11
DEBT SUMMARY (dollars in thousands) As of September 30, 2020 Coupon Interest Principal Maturity Due at Years to Rate Rate (1) Balance (2) Date Maturity Maturity Unsecured Floating Rate Debt: Unsecured $1,000,000 revolving credit facility (3) 2.550 % 2.550 % $ — 1/15/2022 $ — 1.3 Unsecured term loan 2.750 % 2.750 % 200,000 9/28/2022 200,000 2.0 Weighted average rate / total unsecured floating rate debt 2.750 % 2.750 % $ 200,000 $ 200,000 2.0 DEBT SUMMARY Unsecured Fixed Rate Debt: (4) Senior unsecured notes due 2021 6.750 % 7.000 % $ 300,000 12/15/2021 $ 300,000 1.2 Senior unsecured notes due 2024 4.750 % 4.790 % 250,000 5/1/2024 250,000 3.6 Senior unsecured notes due 2025 (5) 9.750 % 9.750 % 1,000,000 6/15/2025 1,000,000 4.7 Senior unsecured notes due 2028 4.750 % 4.966 % 500,000 2/15/2028 500,000 7.4 Senior unsecured notes due 2042 5.625 % 5.625 % 350,000 8/1/2042 350,000 21.8 Senior unsecured notes due 2046 6.250 % 6.250 % 250,000 2/1/2046 250,000 25.4 Weighted average rate / total unsecured fixed rate debt 7.120 % 7.193 % $ 2,650,000 $ 2,650,000 8.9 Weighted average rate / total unsecured debt 6.814 % 6.881 % $ 2,850,000 $ 2,850,000 8.4 Secured Fixed Rate Debt: Mortgage - secured by 1 property 6.280 % 5.170 % $ 12,011 7/1/2022 $ 10,744 1.8 Mortgage - secured by 1 property 4.850 % 3.790 % 10,784 10/1/2022 10,287 2.0 Mortgage - secured by 2 properties 5.750 % 5.110 % 15,889 10/6/2022 15,182 2.0 Mortgage - secured by 1 property 6.640 % 4.920 % 15,752 6/1/2023 14,522 2.7 Finance leases - 2 properties 7.700 % 7.700 % 8,084 4/30/2026 155 5.6 Mortgages - secured by 1 property (6) 3.530 % 3.530 % 620,000 8/6/2026 620,000 5.9 Mortgage - secured by 1 property 4.444 % 4.444 % 10,526 7/1/2043 1,698 22.8 Weighted average rate / total secured fixed rate debt 3.782 % 3.693 % $ 693,046 $ 672,588 5.8 Weighted average rate / total debt 6.221 % 6.258 % $ 3,543,046 $ 3,522,588 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 stated in the 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 revolving credit facility. Interest rate is as of September 30, 2020 and excludes the 30 basis points facility fee. Upon payment of an extension fee and our meeting certain conditions, we have the option to extend the maturity date by one year. (4) Our senior unsecured notes due 2025 are guaranteed by all of our subsidiaries, except for our foreign subsidiaries and certain other excluded subsidiaries, and have a debt rating of Ba1 and BB+ from Moody's Investors Service, or Moody's, and S&P Global, or S&P, respectively. All our other senior unsecured notes have a debt rating of Ba2 and BB from Moody's and S&P, respectively. (5) We have the option to redeem all or a portion of our senior unsecured notes due 2025 at any time on or after June 15, 2022 at set redemption prices. (6) The life science property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interests in the joint venture that we do not own. 12
DEBT MATURITY SCHEDULE (dollars in thousands) As of September 30, 2020 $1,200,000 (1) $2,001 $1,000,000 $800,000 $8,299 DEBT MATURITY SCHEDULE $600,000 (1) $315 $1,000,000 $ (Thousands) $400,000 (1) $3,159 (1) $1,834 $620,904 $600,000 $500,000 $200,000 $39,067 $300,000 $250,000 (1) $200,000 (1) $752 $16,413 $302 $0 2020 2021 2022 2023 2024 2025 2026 2027 2028 Thereafter (2) (3) Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt (1) Represents Secured Fixed Rate Debt payments. (2) Represents amount outstanding under our $200,000 unsecured term loan as of September 30, 2020. Our $1,000,000 revolving credit facility also matures in 2022; we had no outstanding borrowings under this facility as of September 30, 2020. Upon payment of an extension fee and our meeting certain conditions, we have the option to extend the maturity date of our revolving credit facility by one year to January 2023. (3) Includes $8,084 of finance lease obligations due through April 2026. 13
LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS As of and For the Three Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Leverage Ratios: Net debt / total gross assets 42.3 % 41.9 % 42.2 % 42.5 % 42.4 % Net debt / gross book value of real estate assets 42.0 % 41.6 % 41.8 % 41.5 % 41.8 % Secured debt / total assets 10.6 % 10.5 % 10.4 % 10.5 % 10.1 % Variable rate debt / net debt 5.8 % 5.8 % 29.5 % 28.2 % 31.3 % Coverage Ratios: Net debt / annualized Adjusted EBITDAre 10.9 x 7.9 x 7.4 x 7.3 x 7.4 x Adjusted EBITDAre / interest expense 1.4 x 2.5 x 2.8 x 2.8 x 2.7 x As of and For the Trailing Twelve Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Public Debt Covenants: Total debt / adjusted total assets - allowable maximum 60.0% 42.4 % 42.1 % 42.4 % 42.4 % 42.6 % Secured debt / adjusted total assets - allowable maximum 40.0% 8.3 % 8.2 % 8.2 % 8.4 % 8.1 % Total unencumbered assets / unsecured debt - required minimum 150.0% 247.0 % 249.3 % 247.0 % 247.4 % 245.0 % Consolidated income available for debt service / debt service - required minimum 1.50x 2.31 x 2.76 x 2.86 x 2.90 x 3.14 x LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS 14
SUMMARY OF CAPITAL EXPENDITURES (dollars and sq. ft. in thousands, except per sq. ft. and unit data) For the Three Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Office Portfolio lease related costs $ 4,411 $ 3,918 $ 4,964 $ 9,631 $ 4,622 Office Portfolio building improvements 4,990 3,708 2,665 7,502 5,673 SHOP fixed assets and capital improvements (1) 15,988 8,505 12,918 5,400 4,997 Recurring capital expenditures (2) $ 25,389 $ 16,131 $ 20,547 $ 22,533 $ 15,292 Office Portfolio avg. sq. ft. during period 11,621 11,693 11,798 12,029 12,276 SHOP avg. units managed for our account during period (1) 28,290 28,654 28,987 10,253 10,126 Office Portfolio building improvements per avg. sq. ft. during period $ 0.43 $ 0.32 $ 0.23 $ 0.62 $ 0.46 SHOP fixed assets and capital improvements per avg. unit during period (1) $ 565 $ 297 $ 446 $ 527 $ 493 SUMMARY OF CAPITAL EXPENDITURES Development, redevelopment and other activities - Office Portfolio $ 14,832 $ 14,941 $ 8,214 $ 7,199 $ 8,220 Development, redevelopment and other activities - SHOP 4,927 6,570 8,429 21,091 18,701 Total development, redevelopment and other activities (2) $ 19,759 $ 21,511 $ 16,643 $ 28,290 $ 26,921 (1) Data for the 2020 periods include all senior living communities in our SHOP segment. Prior periods exclude properties leased during those periods. Pursuant to the restructuring of our business arrangements with Five Star, or the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and related agreements, or the New Management Agreements, for all of our senior living communities operated by Five Star. (2) From time to time we invest in revenue producing capital improvements at certain of our triple net leased senior living communities. As a result, annual rents payable to us increase pursuant to the terms of the applicable leases. These capital improvements are not included in the table above. 15
OFFICE PORTFOLIO REDEVELOPMENT INFORMATION AS OF SEPTEMBER 30, 2020 (dollars in millions) Total Costs Estimated Incurred as Square Project of September Project Location Type of Property Feet (1) Costs (2) 30, 2020 Estimated Completion (3) 1145 19th Street NW Washington, D.C. Medical Office 139,748 $ 26.1 $ 26.1 Substantially Complete Muse at Torrey Pines San Diego, CA Life Science 185,978 $ 113.6 $ 38.4 Q4 2020 4 Maguire Road Lexington, MA Life Science 53,905 $ 19.2 $ 0.6 Q4 2021 1415 West 3rd Street Tempe, AZ Life Science 82,257 $ 11.4 $ 0.2 Q2 2021 Rendering of Muse at Torrey Pines 1145 19th Street NW, Washington, D.C. (1) Represents estimated square footage upon project completion. (2) Project costs may include leasing capital up to stabilization. (3) Estimated completion date can depend on various factors, including when lease agreements are signed with tenants. Therefore, the actual completion date may vary. 16 OFFICE PORTFOLIO REDEVELOPMENT INFORMATION AS OF SEPTEMBER 30, 2020
PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2020 (dollars in thousands) Acquisitions: We have not acquired any properties since January 1, 2020. Dispositions: (1) Date Sold Location Type of Property Number of Buildings Gross Sales Price 1/27/2020 Various, LA Medical Office 6 $ 5,925 2/25/2020 Horsham, PA Medical Office 1 2,900 3/18/2020 Austin, TX Medical Office 1 8,779 4/1/2020 Various, CA Senior Living 3 47,000 6/10/2020 Columbia, SC Medical Office 1 3,550 7/8/2020 Victoria, TX Medical Office 1 2,072 7/13/2020 Wallingford, CT Medical Office 1 625 8/1/2020 Various, MS Senior Living 2 2,500 9/22/2020 Hattiesburg, MS Medical Office 1 7,250 10/22/2020 Various Senior Living 3 46,000 11/1/2020 North Platte, NE Senior Living 1 3,000 Total Dispositions 21 $ 129,601 (1) As of November 2, 2020, we have 21 properties under agreements to sell for an aggregate sales price of approximately $167,392, excluding closing costs. These sales are subject to various conditions; as a result, these sales may not occur, they may be delayed or their terms may change. PROPERTY ACQUISITIONS / DISPOSITIONS INFORMATION SINCE JANUARY 1, 2020 17
CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI (amounts in thousands) For the Three Months Ended For the Nine Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 9/30/2020 9/30/2019 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 104,238 $ 106,207 $ 110,498 $ 147,209 $ 148,011 $ 320,943 $ 459,349 Residents fees and services (1) 290,101 304,104 331,969 108,830 107,816 926,174 324,767 Total revenues 394,339 410,311 442,467 256,039 255,827 1,247,117 784,116 Property operating expenses (1) (315,650) (301,915) (316,585) (126,572) (125,083) (934,150) (362,498) NOI 78,689 108,396 125,882 129,467 130,744 312,967 421,618 Non-cash straight line rent adjustments (491) (1,385) (1,153) (958) (1,186) (3,029) (3,550) Lease value amortization (1,856) (1,830) (1,873) (1,869) (1,842) (5,559) (4,922) Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) (597) (597) Cash Basis NOI $ 76,143 $ 104,982 $ 122,657 $ 126,440 $ 127,517 $ 303,782 $ 412,549 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net (loss) income $ (105,788) $ (24,742) $ 11,143 $ (50,620) $ (27,946) $ (119,387) $ (32,258) Equity in losses (earnings) of an investee — — — 217 (83) — (617) Income tax expense (benefit) 365 1,126 (443) 483 (146) 1,048 (47) Loss on early extinguishment of debt — 181 246 27 — 427 17 Gain on lease termination — — (22,896) — — (22,896) — Interest expense 58,091 43,974 41,650 43,272 44,817 143,715 136,840 Interest and other income (134) (7,736) (138) (351) (238) (8,008) (590) (Gains) losses on equity investments, net (12,510) (11,974) 9,943 422 (40) (14,541) 41,476 Dividend income — — — — — — (1,846) Loss (gain) on sale of properties 211 168 (2,782) (17,803) (4,183) (2,403) (21,893) Impairment of assets 64,202 31,175 11,234 73,683 33,099 106,611 41,518 CALCULATION AND RECONCILIATION OF NOI CASH BASIS Acquisition and certain other transaction related costs 53 87 663 1,893 2,492 803 11,209 General and administrative 6,988 7,312 8,832 8,741 9,604 23,132 28,287 Depreciation and amortization 67,211 68,825 68,430 69,503 73,368 204,466 219,522 NOI 78,689 108,396 125,882 129,467 130,744 312,967 421,618 Non-cash straight line rent adjustments (491) (1,385) (1,153) (958) (1,186) (3,029) (3,550) Lease value amortization (1,856) (1,830) (1,873) (1,869) (1,842) (5,559) (4,922) Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) (597) (597) Cash Basis NOI $ 76,143 $ 104,982 $ 122,657 $ 126,440 $ 127,517 $ 303,782 $ 412,549 (1) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. 18
NOI AND CASH BASIS NOI (dollars in thousands) For the Three Months Ended For the Nine Months Ended 9/30/2020 9/30/2019 % Change 9/30/2020 9/30/2019 % Change NOI: Life Science $ 32,577 $ 35,565 (8.4) % $ 100,862 $ 111,240 (9.3) % Medical Office 28,210 30,261 (6.8) % 90,606 97,490 (7.1) % Total Office Portfolio 60,787 65,826 (7.7) % 191,468 208,730 (8.3) % (1) NOI AND CASH BASIS SHOP 7,899 49,655 (84.1) % 89,071 166,606 (46.5) % Non-Segment 10,003 15,263 (34.5) % 32,428 46,282 (29.9) % Total $ 78,689 $ 130,744 (39.8) % $ 312,967 $ 421,618 (25.8) % Cash Basis NOI: Life Science $ 30,117 $ 32,804 (8.2) % $ 92,996 $ 104,175 (10.7) % Medical Office 28,233 29,993 (5.9) % 89,664 96,051 (6.6) % Total Office Portfolio 58,350 62,797 (7.1) % 182,660 200,226 (8.8) % SHOP (1) 7,899 49,655 (84.1) % 89,071 166,606 (46.5) % Non-Segment 9,894 15,065 (34.3) % 32,051 45,717 (29.9) % Total $ 76,143 $ 127,517 (40.3) % $ 303,782 $ 412,549 (26.4) % (1) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. 19
SAME PROPERTY NOI AND CASH BASIS NOI (dollars in thousands) For the Three Months Ended For the Nine Months Ended 9/30/2020 9/30/2019 % Change 9/30/2020 9/30/2019 % Change NOI: Life Science $ 30,463 $ 31,209 (2.4) % $ 93,129 $ 93,664 (0.6) % Medical Office 27,856 29,415 (5.3) % 88,816 91,471 (2.9) % Total Office Portfolio 58,319 60,624 (3.8) % 181,945 185,135 (1.7) % SHOP (1) 14,210 48,417 (70.7) % 100,919 159,532 (36.7) % Non-Segment 9,044 10,788 (16.2) % 29,549 32,390 (8.8) % Total $ 81,573 $ 119,829 (31.9) % $ 312,413 $ 377,057 (17.1) % Cash Basis NOI: Life Science $ 28,348 $ 28,793 (1.5) % $ 86,227 $ 86,377 (0.2) % Medical Office 27,861 29,121 (4.3) % 87,819 89,743 (2.1) % Total Office Portfolio 56,209 57,914 (2.9) % 174,046 176,120 (1.2) % SHOP (1) 14,210 48,417 (70.7) % 100,919 159,532 (36.7) % SAME PROPERTY NOI AND CASH BASIS Non-Segment 8,918 10,594 (15.8) % 29,122 31,834 (8.5) % Total $ 79,337 $ 116,925 (32.1) % $ 304,087 $ 367,486 (17.3) % (1) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. 20
CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT 2019 (dollars in thousands) AND For the Three Months Ended September 30, 2020 For the Three Months Ended September 30, 2019 Calculation of NOI and Cash Basis NOI: Office Portfolio SHOP (1) Non-Segment Total Office Portfolio SHOP Non-Segment Total Rental income / residents fees and services $ 94,235 $ 290,101 $ 10,003 $ 394,339 $ 100,010 $ 140,554 $ 15,263 $ 255,827 Property operating expenses (33,448) (282,202) — (315,650) (34,184) (90,899) — (125,083) NOI $ 60,787 $ 7,899 $ 10,003 $ 78,689 $ 65,826 $ 49,655 $ 15,263 $ 130,744 NOI change (7.7) % (84.1) % (34.5) % (39.8) % SEPTEMBER 30, 2020 NOI $ 60,787 $ 7,899 $ 10,003 $ 78,689 $ 65,826 $ 49,655 $ 15,263 $ 130,744 Less: Non-cash straight line rent adjustments 438 — 53 491 1,043 — 143 1,186 Lease value amortization 1,800 — 56 1,856 1,787 — 55 1,842 Non-cash amortization included in property operating expenses 199 — — 199 199 — — 199 Cash Basis NOI $ 58,350 $ 7,899 $ 9,894 $ 76,143 $ 62,797 $ 49,655 $ 15,065 $ 127,517 Cash Basis NOI change (7.1) % (84.1) % (34.3) % (40.3) % Reconciliation of NOI to Same Property NOI: NOI $ 60,787 $ 7,899 $ 10,003 $ 78,689 $ 65,826 $ 49,655 $ 15,263 $ 130,744 Less: NOI not included in same property 2,468 (6,311) 959 (2,884) 5,202 1,238 4,475 10,915 Same property NOI $ 58,319 $ 14,210 $ 9,044 $ 81,573 $ 60,624 $ 48,417 $ 10,788 $ 119,829 Same property NOI change (3.8) % (70.7) % (16.2) % (31.9) % Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 58,319 $ 14,210 $ 9,044 $ 81,573 $ 60,624 $ 48,417 $ 10,788 $ 119,829 Less: Non-cash straight line rent adjustments 122 — 70 192 728 — 139 867 Lease value amortization 1,800 — 56 1,856 1,799 — 55 1,854 Non-cash amortization included in property operating expenses 188 — — 188 183 — — 183 BASIS NOI BY SEGMENT FOR THE THREE MONTHS ENDED Same property cash basis NOI $ 56,209 $ 14,210 $ 8,918 $ 79,337 $ 57,914 $ 48,417 $ 10,594 $ 116,925 Same property cash basis NOI change (2.9) % (70.7) % (15.8) % (32.1) % (1) Residents fees and services for the three months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. CALCULATION AND RECONCILIATION OF NOI, CASH BASIS SAME PROPERTY NOI 21
CALCULATION AND RECONCILIATION OF NOI, CASH BASIS NOI, SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI BY SEGMENT 2019 (dollars in thousands) AND For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019 Calculation of NOI and Cash Basis NOI: Office Portfolio SHOP (1) Non-Segment Total Office Portfolio SHOP Non-Segment Total Rental income / residents fees and services $ 288,515 $ 926,174 $ 32,428 $ 1,247,117 $ 307,616 $ 430,218 $ 46,282 $ 784,116 Property operating expenses (97,047) (837,103) — (934,150) (98,886) (263,612) — (362,498) NOI $ 191,468 $ 89,071 $ 32,428 $ 312,967 $ 208,730 $ 166,606 $ 46,282 $ 421,618 NOI change (8.3) % (46.5) % (29.9) % (25.8) % SEPTEMBER 30, 2020 NOI $ 191,468 $ 89,071 $ 32,428 $ 312,967 $ 208,730 $ 166,606 $ 46,282 $ 421,618 Less: Non-cash straight line rent adjustments 2,818 — 211 3,029 3,151 — 399 3,550 Lease value amortization 5,393 — 166 5,559 4,756 — 166 4,922 Non-cash amortization included in property operating expenses 597 — — 597 597 — — 597 Cash Basis NOI $ 182,660 $ 89,071 $ 32,051 $ 303,782 $ 200,226 $ 166,606 $ 45,717 $ 412,549 Cash Basis NOI change (8.8) % (46.5) % (29.9) % (26.4) % Reconciliation of NOI to Same Property NOI: NOI $ 191,468 $ 89,071 $ 32,428 $ 312,967 $ 208,730 $ 166,606 $ 46,282 $ 421,618 Less: NOI not included in same property 9,523 (11,848) 2,879 554 23,595 7,074 13,892 44,561 Same property NOI $ 181,945 $ 100,919 $ 29,549 $ 312,413 $ 185,135 $ 159,532 $ 32,390 $ 377,057 Same property NOI change (1.7) % (36.7) % (8.8) % (17.1) % Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 181,945 $ 100,919 $ 29,549 $ 312,413 $ 185,135 $ 159,532 $ 32,390 $ 377,057 Less: Non-cash straight line rent adjustments 1,944 — 261 2,205 3,332 — 390 3,722 Lease value amortization 5,393 — 166 5,559 5,143 — 166 5,309 Non-cash amortization included in property operating expenses 562 — — 562 540 — — 540 BASIS NOI BY SEGMENT FOR THE NINE MONTHS ENDED Same property cash basis NOI $ 174,046 $ 100,919 $ 29,122 $ 304,087 $ 176,120 $ 159,532 $ 31,834 $ 367,486 Same property cash basis NOI change (1.2) % (36.7) % (8.5) % (17.3) % (1) Residents fees and services for the nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. CALCULATION AND RECONCILIATION OF NOI, CASH BASIS SAME PROPERTY NOI 22
re CALCULATION AND RECONCILIATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (amounts in thousands) For the Three Months Ended For the Nine Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 9/30/2020 9/30/2019 Net (loss) income $ (105,788) $ (24,742) $ 11,143 $ (50,620) $ (27,946) $ (119,387) $ (32,258) AND ADJUSTED EBITDA Interest expense 58,091 43,974 41,650 43,272 44,817 143,715 136,840 re Income tax expense (benefit) 365 1,126 (443) 483 (146) 1,048 (47) Depreciation and amortization 67,211 68,825 68,430 69,503 73,368 204,466 219,522 EBITDA 19,879 89,183 120,780 62,638 90,093 229,842 324,057 Loss (gain) on sale of properties 211 168 (2,782) (17,803) (4,183) (2,403) (21,893) Impairment of assets 64,202 31,175 11,234 73,683 33,099 106,611 41,518 EBITDAre 84,292 120,526 129,232 118,518 119,009 334,050 343,682 General and administrative expense paid in common shares 502 415 249 248 533 1,166 1,140 Acquisition and certain other transaction related costs 53 87 663 1,893 2,492 803 11,209 Gain on lease termination — — (22,896) — — (22,896) — Loss on early extinguishment of debt — 181 246 27 — 427 17 Costs and payment obligations related to compliance assessment at one of our senior living communities (1) 6,172 — — — — 6,172 — (Gains) losses on equity securities, net (12,510) (11,974) 9,943 422 (40) (14,541) 41,476 Adjusted EBITDAre $ 78,509 $ 109,235 $ 117,437 $ 121,108 $ 121,994 $ 305,181 $ 397,524 (1) Costs and payment obligations related to compliance assessment at one of DHC’s senior living communities consist of residents fees and services as well as property operating expenses. Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. CALCULATION AND RECONCILIATION OF EBITDA, EBITDA 23
CALCULATION AND RECONCILIATION OF FFO AND NORMALIZED FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS (amounts in thousands, except per share data) For the Three Months Ended For the Nine Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 9/30/2020 9/30/2019 Net (loss) income attributable to common shareholders $ (106,888) $ (26,072) $ 9,735 $ (51,697) $ (29,390) $ (123,225) $ (36,537) Depreciation and amortization 67,211 68,825 68,430 69,503 73,368 204,466 219,522 Loss (gain) on sale of properties 211 168 (2,782) (17,803) (4,183) (2,403) (21,893) Impairment of assets 64,202 31,175 11,234 73,683 33,099 106,611 41,518 (Gains) losses on equity securities, net (12,510) (11,974) 9,943 422 (40) (14,541) 41,476 FFO adjustments attributable to noncontrolling interest (5,275) (5,275) (5,275) (5,276) (5,277) (15,825) (15,871) FFO attributable to common shareholders 6,951 56,847 91,285 68,832 67,577 155,083 228,215 Acquisition and certain other transaction related costs 53 87 663 1,893 2,492 803 11,209 Costs and payment obligations related to compliance assessment at one of our senior living communities (1) 6,172 — — — — 6,172 — Gain on lease termination — — (22,896) — — (22,896) — Loss on early extinguishment of debt — 181 246 27 — 427 17 Normalized FFO attributable to common shareholders $ 13,176 $ 57,115 $ 69,298 $ 70,752 $ 70,069 $ 139,589 $ 239,441 ATTRIBUTABLE TO COMMON SHAREHOLDERS Weighted average common shares outstanding (basic) 237,752 237,700 237,669 237,659 237,608 237,707 237,585 Weighted average common shares outstanding (diluted) 237,752 237,700 237,669 237,659 237,608 237,707 237,585 Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.45) $ (0.11) $ 0.04 $ (0.22) $ (0.12) $ (0.52) $ (0.15) FFO attributable to common shareholders $ 0.03 $ 0.24 $ 0.38 $ 0.29 $ 0.28 $ 0.65 $ 0.96 Normalized FFO attributable to common shareholders $ 0.06 $ 0.24 $ 0.29 $ 0.30 $ 0.29 $ 0.59 $ 1.01 (1) Costs and payment obligations related to compliance assessment at one of DHC’s senior living communities consist of residents fees and services as well as property operating expenses. Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. CALCULATION AND RECONCILIATION OF FFO NORMALIZED 24
25 25
PORTFOLIO SUMMARY BY GEOGRAPHIC DIVERSIFICATION AND PROPERTY TYPE (1) (2) Geographic Diversification Property Type (based on Gross Book Value of Real Estate Assets as of September 30, 2020) (based on Q3 2020 NOI) NC: 4% IL:3% WI: 4% VA: 3% MD: 4% GA: 5% Life Science: 41% Medical Office: 36% TX: 8% 27 Other States + D.C.: 34% FL: 9% CA: 10% Independent MA: 16% Living: 17% Wellness Centers: 4% SNFs: <1% Assisted Living: 1% (1) Senior living communities are categorized by the type of living units which constitute a majority of the living units at the community. (2) Memory care communities are classified as assisted living communities. 26 PORTFOLIO SUMMARY BY GEOGRAPHIC DIVERSIFICATION AND PROPERTY TYPE
PORTFOLIO SUMMARY (dollars in thousands, except investment per unit or square foot) As of September 30, 2020 % of Total % of % of Square Feet Gross Book Gross Book Investment Per Q3 2020 Q3 2020 Number of or Number of Value of Real Value of Real Square Foot Q3 2020 Total Q3 2020 Total Properties Units Estate Assets (1) Estate Assets or Unit (2) Revenues (3) Revenues NOI (3) NOI Life science 34 4,553,945 $ 1,915,498 23.3 % $ 421 $ 44,697 11.3 % $ 32,577 41.4 % Medical office 92 7,018,558 1,833,962 22.2 % $ 261 49,538 12.6 % 28,210 35.8 % Subtotal Office Portfolio (4) 126 11,572,503 sq. ft. 3,749,460 45.5 % $ 324 94,235 23.9 % 60,787 77.2 % SHOP (5)(6) 239 28,232 units 4,014,777 48.7 % $ 142,207 290,101 73.6 % 7,899 10.0 % Other triple net leased senior living communities 32 2,605 units 296,337 3.6 % $ 113,757 7,114 1.8 % 7,114 9.0 % PORTFOLIO SUMMARY Wellness centers 10 812,000 sq. ft. 178,110 2.2 % $ 219 2,889 0.7 % 2,889 3.8 % Total 407 $ 8,238,684 100.0 % $ 394,339 100.0 % $ 78,689 100.0 % (1) Includes 22 properties with gross book value of real estate assets of $172,126, which are classified as held for sale in our condensed consolidated balance sheet as of September 30, 2020. (2) Represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable, at September 30, 2020. (3) Includes $551 of revenues and $(215) of NOI from properties that we sold and $19,434 of revenues and $904 of NOI from properties classified as held for sale in our condensed consolidated balance sheet as of September 30, 2020. (4) Our medical office and life science property 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 medical office and life science property leases are full-service leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs. (5) Includes 920 units for communities scheduled for closure and/or sale. (6) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. 27
OCCUPANCY As of and For the Twelve Months Ended (1) 6/30/2020 3/31/2020 12/31/2019 9/30/2019 6/30/2019 Life science 93.7 % 94.3 % 94.2 % 94.5 % 97.9 % OCCUPANCY Medical office 91.0 % 91.6 % 91.0 % 90.9 % 89.1 % Weighted average occupancy Office Portfolio (2) 92.0 % 92.6 % 92.2 % 92.3 % 92.5 % SHOP (3) 82.7 % 84.1 % 84.4 % 84.6 % 84.0 % Other triple net leased senior living communities (4) 85.4 % 86.8 % 87.3 % 87.8 % 87.2 % (1) Operating data for the multi-tenant office portfolio is presented as of the end of the period shown; operating data for other tenants is 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. Excludes data for our wellness centers. (2) Life science and medical office occupancy data is as of quarter end and includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. Office Portfolio weighted average occupancy by square feet as of September 30, 2020 was 91.3%. (3) Includes senior living communities we owned and that were operated by Five Star during the periods presented, including 10 communities scheduled for closure and/or sale. Occupancy for the 12 month period ended or, if shorter, from the date of acquisition through September 30, 2020, was 80.0%. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. (4) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations during the periods presented. All tenant operating data presented is 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. 28
SAME PROPERTY OCCUPANCY (1) As of and For the Twelve Months Ended (2) 6/30/2020 3/31/2020 12/31/2019 9/30/2019 6/30/2019 Life science 97.6 % 97.6 % 97.6 % 97.6 % 97.5 % Medical office 91.2 % 91.8 % 91.7 % 91.5 % 92.1 % Weighted average occupancy Office Portfolio (3) 93.6 % 93.9 % 93.8 % 93.7 % 94.1 % SHOP (4) 83.6 % 85.0 % 85.5 % 85.7 % 85.6 % Other triple net leased senior living communities 85.4 % 86.8 % 87.3 % 87.8 % 87.2 % (1) Same property occupancy includes those properties classified as same property for the three months ended September 30, 2020 for all periods presented. (2) Operating data for the same property multi-tenant office portfolio is presented as of the end of the period shown; operating data for other tenants is 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. Excludes data for our wellness centers. (3) Life science and medical office same property occupancy data is as of quarter end and includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. Office Portfolio weighted average same property occupancy by square feet as of SAME PROPERTY OCCUPANCY September 30, 2020 was 93.3%. (4) Same property occupancy for the 12 month period ended or, if shorter, from the date of acquisition through September 30, 2020, was 81.3%. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. All tenant operating data presented is 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. 29
UNIT COUNT AND RENT COVERAGE SHOP Unit Count as of September 30, 2020 (1): Independent Assisted Living and Living units: Active Adult units: 11,141: 39% 10,497: 37% Memory Care units: SNF units: 3,197: 12% 3,397: 12% UNIT COUNT AND RENT COVERAGE Rent Coverage (2): As of and For the Twelve Months Ended 6/30/2020 3/31/2020 12/31/2019 9/30/2019 6/30/2019 Other triple net leased senior living communities 1.63 x 1.66 x 1.69 x 1.71 x 1.76 x Wellness centers (3) 1.59 x 2.15 x 2.29 x 2.29 x 2.36 x Total 1.62 x 1.81 x 1.87 x 1.88 x 1.94 x (1) Unit count is by the type of living units at our senior living communities within our SHOP segment. (2) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations from one operator to another during the periods presented. (3) Excludes rent coverage for a tenant of six wellness centers that is in default under the applicable leases with us. All tenant operating data presented is 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. 30
) OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) 2019 As of and For the Three Months Ended September 30, 2020 As of and For the Three Months Ended September 30, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio AND Number of Buildings 34 92 126 35 105 140 Square Feet (1) 4,554 7,019 11,573 4,737 7,442 12,179 Occupancy (2) 91.3 % 91.2 % 91.3 % 94.5 % 90.9 % 92.3 % Rental Income $ 44,697 $ 49,538 $ 94,235 $ 47,826 $ 52,184 $ 100,010 NOI $ 32,577 $ 28,210 $ 60,787 $ 35,565 $ 30,261 $ 65,826 Cash Basis NOI $ 30,117 $ 28,233 $ 58,350 $ 32,804 $ 29,993 $ 62,797 NOI Margin % 72.9 % 56.9 % 64.5 % 74.4 % 58.0 % 65.8 % Cash Basis NOI Margin % 71.2 % 56.8 % 63.4 % 72.6 % 57.7 % 64.6 % NOI % Change (8.4) % (6.8) % (7.7) % Cash Basis NOI % Change (8.2) % (5.9) % (7.1) % SEPTEMBER 30, 2020 OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended September 30, 2020 As of and For the Three Months Ended September 30, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 27 89 116 27 89 116 Square Feet (1) 4,034 6,889 10,923 4,034 6,889 10,923 Occupancy (3) 96.9 % 91.1 % 93.3 % 97.6 % 91.5 % 93.7 % Rental Income $ 42,005 $ 48,731 $ 90,736 $ 42,685 $ 49,903 $ 92,588 NOI $ 30,463 $ 27,856 $ 58,319 $ 31,209 $ 29,415 $ 60,624 Cash Basis NOI $ 28,348 $ 27,861 $ 56,209 $ 28,793 $ 29,121 $ 57,914 (THREE MONTHS ENDED NOI Margin % 72.5 % 57.2 % 64.3 % 73.1 % 58.9 % 65.5 % Cash Basis NOI Margin % 70.9 % 57.0 % 63.3 % 71.4 % 58.6 % 64.3 % NOI % Change (2.4) % (5.3) % (3.8) % Cash Basis NOI % Change (1.5) % (4.3) % (2.9) % (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. OFFICE PORTFOLIO AND SAME PROPERTY - RESULTS OF OPERATIONS 31
) OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) 2019 As of and For the Nine Months Ended September 30, 2020 As of and For the Nine Months Ended September 30, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio AND Number of Buildings 34 92 126 35 105 140 Square Feet (1) 4,554 7,019 11,573 4,737 7,442 12,179 Occupancy (2) 91.3 % 91.2 % 91.3 % 94.5 % 90.9 % 92.3 % Rental Income $ 136,702 $ 151,813 $ 288,515 $ 147,152 $ 160,464 $ 307,616 NOI $ 100,862 $ 90,606 $ 191,468 $ 111,240 $ 97,490 $ 208,730 Cash Basis NOI $ 92,996 $ 89,664 $ 182,660 $ 104,175 $ 96,051 $ 200,226 NOI Margin % 73.8 % 59.7 % 66.4 % 75.6 % 60.8 % 67.9 % Cash Basis NOI Margin % 72.0 % 59.3 % 65.2 % 74.2 % 60.3 % 66.8 % NOI % Change (9.3) % (7.1) % (8.3) % Cash Basis NOI % Change (10.7) % (6.6) % (8.8) % SEPTEMBER 30, 2020 OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Nine Months Ended September 30, 2020 As of and For the Nine Months Ended September 30, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 27 89 116 27 89 116 Square Feet (1) 4,034 6,889 10,923 4,034 6,889 10,923 Occupancy (3) 96.9 % 91.1 % 93.3 % 97.6 % 91.5 % 93.7 % Rental Income $ 127,169 $ 148,149 $ 275,318 $ 126,540 $ 150,623 $ 277,163 NOI $ 93,129 $ 88,816 $ 181,945 $ 93,664 $ 91,471 $ 185,135 Cash Basis NOI $ 86,227 $ 87,819 $ 174,046 $ 86,377 $ 89,743 $ 176,120 (NINE MONTHS ENDED NOI Margin % 73.2 % 60.0 % 66.1 % 74.0 % 60.7 % 66.8 % Cash Basis NOI Margin % 71.6 % 59.5 % 64.9 % 72.3 % 60.1 % 65.5 % NOI % Change (0.6) % (2.9) % (1.7) % Cash Basis NOI % Change (0.2) % (2.1) % (1.2) % (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. OFFICE PORTFOLIO AND SAME PROPERTY - RESULTS OF OPERATIONS 32
SHOP SEGMENT - RESULTS OF OPERATIONS (1) (dollars in thousands, except average monthly rate) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, 2020 2019 2020 2019 Number of Properties (2) 239 243 239 243 Number of Units (2) 28,232 28,844 28,232 28,844 Occupancy (2) 75.2 % 86.0 % 78.9 % 84.8 % Average Monthly Rate (2) $ 4,508 $ 4,549 $ 4,526 $ 4,635 Average Monthly Rate % Change (0.9) % (2.4) % Residents Fees and Services $ 290,101 $ 107,816 $ 926,174 $ 324,767 Rental Income — 32,738 — 105,451 Property Operating Expenses (282,202) (90,899) (837,103) (263,612) NOI $ 7,899 $ 49,655 $ 89,071 $ 166,606 NOI Margin % 2.7 % 35.3 % 9.6 % 38.7 % NOI % Change (84.1) % (46.5) % SHOP SEGMENT SAME PROPERTY - RESULTS OF OPERATIONS (1) (dollars in thousands, except average monthly rate) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, 2020 2019 2020 2019 Number of Properties 214 214 213 213 Number of Units 25,656 25,656 25,338 25,338 Occupancy 76.3 % 85.4 % 80.3 % 85.7 % Average Monthly Rate $ 4,515 $ 4,508 $ 4,546 $ 4,584 Average Monthly Rate % Change 0.2 % (0.8) % Residents Fees and Services $ 267,141 $ 101,223 $ 840,499 $ 299,013 Rental Income — 31,376 — 99,296 Property Operating Expenses (252,931) (84,182) (739,580) (238,777) NOI $ 14,210 $ 48,417 $ 100,919 $ 159,532 SHOP SEGMENT AND SAME PROPERTY – RESULTS OF OPERATIONS NOI Margin % 5.3 % 36.5 % 12.0 % 40.1 % NOI % Change (70.7) % (36.7) % (1) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. (2) Includes all senior living communities operated by Five Star during the periods presented, including 10 communities scheduled for closure and/or sale. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. Please refer to the tables on page 38 for pro forma resident fees and services and pro forma EBITDARM in our SHOP segment, which treat the senior living communities in our SHOP segment as if they had been managed for our account throughout all periods presented to assist in understanding community level operating results. 33
OFFICE PORTFOLIO LEASING SUMMARY (dollars and sq. ft. in thousands, except per sq. ft. data) As of and For the Three Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Buildings 126 129 130 138 140 Total sq. ft. (1) 11,573 11,668 11,718 11,878 12,179 Occupancy (2) 91.3 % 92.0 % 92.6 % 92.2 % 92.3 % Leasing Activity (sq. ft.): New leases 67 8 73 126 54 Renewals 135 52 229 268 260 Total 202 60 302 394 314 Rental Rate on New and Renewed Leases per Sq. Ft.: New leases $ 42.62 $ 36.78 $ 39.52 $ 26.77 $ 30.07 Renewals $ 28.58 $ 37.83 $ 10.15 $ 28.58 $ 24.50 Average net annual rent $ 33.21 $ 37.70 $ 17.26 $ 28.00 $ 25.45 Leasing Costs and Concession Commitments (3): New leases $ 3,632 $ 379 $ 5,805 $ 7,486 $ 3,205 Renewals 1,331 343 1,380 5,548 4,416 Total $ 4,963 $ 722 $ 7,185 $ 13,034 $ 7,621 Leasing Costs and Concession Commitments per Sq. Ft. (3): OFFICE PORTFOLIO LEASING SUMMARY New leases $ 54.57 $ 50.17 $ 79.33 $ 59.17 $ 59.87 Renewals $ 9.85 $ 6.62 $ 6.02 $ 20.76 $ 16.97 All new and renewed leases $ 24.60 $ 12.16 $ 23.77 $ 33.10 $ 24.29 Weighted Average Lease Term (years) (4): New leases 8.8 7.2 9.4 9.6 7.8 Renewals 5.7 5.8 5.7 8.8 5.7 All new and renewed leases 7.0 6.0 7.7 9.0 6.1 Leasing Costs and Concession Commitments per Sq. Ft. per Year (3): New leases $ 6.20 $ 7.01 $ 8.48 $ 6.14 $ 7.69 Renewals $ 1.73 $ 1.13 $ 1.05 $ 2.36 $ 2.98 All new and renewed leases $ 3.51 $ 2.02 $ 3.07 $ 3.66 $ 3.97 (1) Square feet measurements are subject to modest changes when space is periodically remeasured or reconfigured for new tenants. (2) Occupancy includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. (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 September 30, 2020. The above leasing summary is based on leases entered into during the periods indicated. 34
TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME (dollars in thousands) As of September 30, 2020 % of Annualized Annualized Rental Tenant Facility Type Rental Income Income Expiration 1 Vertex Pharmaceuticals Inc. (1) Life science $ 97,340 21.4 % 2028 2 Advocate Aurora Health Medical office 16,896 3.7 % 2024 3 Cedars-Sinai Medical Center Medical office 16,308 3.6 % 2020 - 2032 4 Life Time Athletic (2) Wellness center 10,550 2.3 % 2028 5 Brookdale Senior Living, Inc. Senior living 9,727 2.1 % 2032 6 Ology Bioservices, Inc. Life science 8,324 1.8 % 2041 7 Starmark Holdings, LLC (3) Wellness center 7,929 1.7 % 2023 8 HCA Holdings Inc. Medical office 7,305 1.6 % 2020 - 2029 9 Medtronic, Inc. Medical office 7,043 1.5 % 2020 - 2022 10 IQVIA Holdings Inc. Life science 5,316 1.2 % 2023 All Other Tenants (4) 268,979 59.1 % 2020 - 2035 Total Tenants $ 455,717 100.0 % (1) The life science property leased by this tenant is owned in a joint venture arrangement in which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP. (2) As a result of the COVID-19 pandemic and the resulting suspension of operations at these wellness centers, we have entered into an agreement with Life Time Athletic to defer $2,750 of rent payments due to us. Life Time Athletic is obligated to pay the deferred rent amount in 12 equal monthly installments which commenced in September 2020. In October 2020, this lease was amended to extend the term through August 2040. (3) Includes annualized rental income from our leases with Starmark Holdings, LLC for six wellness centers. As of September 30, 2020, the applicable tenant was in default on its obligations to us under the applicable leases. (4) Includes NOI for the three months ended September 30, 2020, annualized, from senior living communities in our SHOP segment. 35 TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME
OFFICE PORTFOLIO LEASE EXPIRATION SCHEDULE (dollars in thousands) As of September 30, 2020 Office Portfolio Annualized Rental Income Expiring Cumulative Percentage of Annualized Rental Percent of Total Annualized Annualized Rental Income Year Income (1) Rental Income Expiring Expiring 2020 $ 14,246 3.8 % 3.8 % 2021 29,212 7.8 % 11.6 % 2022 34,122 9.1 % 20.7 % 2023 20,856 5.6 % 26.3 % 2024 50,093 13.4 % 39.7 % 2025 26,687 7.1 % 46.8 % 2026 21,774 5.8 % 52.6 % 2027 11,826 3.2 % 55.8 % 2028 115,003 30.7 % 86.5 % 2029 and thereafter 50,919 13.5 % 100.0 % Total $ 374,738 100.0 % Average remaining lease term for our office portfolio (weighted by annualized rental income): 6.0 years Office Portfolio Square Feet with Leases Expiring Percent of Total Square Cumulative Percentage of Year Square Feet (1) Feet Expiring Total Square Feet Expiring 2020 385,486 3.6 % 3.6 % 2021 855,884 8.1 % 11.7 % 2022 1,143,413 10.8 % 22.5 % 2023 1,068,905 10.1 % 32.6 % 2024 1,831,904 17.3 % 49.9 % 2025 1,201,443 11.4 % 61.3 % 2026 718,298 6.8 % 68.1 % OFFICE PORTFOLIO LEASE EXPIRATION SCHEDULE 2027 476,458 4.5 % 72.6 % 2028 1,444,954 13.7 % 86.3 % 2029 and thereafter 1,434,989 13.7 % 100.0 % Total 10,561,734 100.0 % (1) Includes data from our life science property owned in a joint venture arrangement in which we own a 55% equity interest. 36
NON-SEGMENT LEASE EXPIRATION SCHEDULE (dollars in thousands) As of September 30, 2020 Non-Segment Annualized Rental Income Expiring Cumulative Percentage of Number of Number of Units or Square Annualized Rental Percent of Total Annualized Annualized Rental Income Year Properties Feet Income Rental Income Expiring Expiring 2020 — — $ — — % — % 2021 — — — — % — % 2022 — — — — % — % 2023 (1) (2) 7 131 units and 354,000 sq. ft. 10,591 21.4 % 21.4 % 2024 (2) 4 288 units 4,062 8.2 % 29.6 % 2025 — — — — % 29.6 % 2026 — — — — % 29.6 % 2027 4 511 units 4,231 8.6 % 38.2 % 2028 (3) 4 458,000 sq. ft. 10,550 21.4 % 59.6 % 2029 and thereafter 23 1,675 units 19,949 40.4 % 100.0 % Total 42 $ 49,383 100.0 % (1) Includes annualized rental income from our leases with Starmark Holdings, LLC for six wellness centers. As of September 30, 2020, the applicable tenant was in default on its obligations to us under the applicable leases. (2) Includes annualized rental income from our three senior living communities disposed of in October 2020. (3) Includes annualized rental income from our lease with Life Time Athletic for four wellness centers as of September 30, 2020. In October 2020, this lease was amended to extend the term through August 2040. NON-SEGMENT LEASE EXPIRATION SCHEDULE 37
SHOP SEGMENT AND SAME PROPERTY – TRANSITIONAL PRO FORMA EBITDARM EXHIBIT A See pages 39 - 40 for calculation and reconciliation of Pro Forma EBITDARM and Non-GAAP Financial Measures and Certain Definitions on page 41 for a definition of EBITDARM. SHOP SEGMENT - TRANSITIONAL PRO FORMA EBITDARM (dollars in thousands, except average monthly rate) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, 2020 2019 2020 2019 Number of Properties 239 243 239 243 Number of Units 28,232 28,844 28,232 28,844 Occupancy 75.2 % 86.0 % 78.9 % 84.8 % Average Monthly Rate $ 4,508 $ 4,549 $ 4,526 $ 4,635 Average Monthly Rate % Change (0.9) % (2.4) % Residents Fees and Services(1) $ 290,101 $ 344,917 $ 926,174 $ 1,049,794 Residents Fees and Services % Change (15.9) % (11.8) % EBITDARM (1) $ 22,404 $ 58,804 $ 142,726 $ 206,060 EBITDARM % Change (61.9) % (30.7) % SHOP SEGMENT SAME PROPERTY - TRANSITIONAL PRO FORMA EBITDARM (dollars in thousands, except average monthly rate) As of and For the Three Months Ended September 30, As of and For the Nine Months Ended September 30, 2020 2019 2020 2019 Number of Properties 214 214 213 213 Number of Units 25,656 25,656 25,338 25,338 Occupancy 76.3 % 85.4 % 80.3 % 85.7 % Average Monthly Rate $ 4,515 $ 4,508 $ 4,546 $ 4,584 Average Monthly Rate % Change 0.2 % (0.8) % Residents Fees and Services(1) $ 267,141 $ 302,332 $ 840,499 $ 904,068 Residents Fees and Services % Change (11.6) % (7.0) % EBITDARM (1) $ 27,247 $ 61,596 $ 148,685 $ 207,789 EBITDARM % Change (55.8) % (28.4) % (1) Residents fees and services for the three and nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. SHOP SEGMENT AND SAME PROPERTY – TRANSITIONAL PRO FORMA EBITDARM Property operating expenses for the three and nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. 38
EXHIBIT A SHOP SEGMENT AND SAME PROPERTY - CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM (CONTINUED) (dollars in thousands) Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Restructuring SHOP SHOP Transaction Pro Forma Revenues: Rental income $ — $ 32,738 $ (32,738) (2) $ — Residents fees and services 290,101 (1) 107,816 237,101 (2) 344,917 Total revenues 290,101 140,554 204,363 344,917 Expenses: Property operating expenses 282,202 (1) 90,899 212,460 (2) (3) 303,359 Depreciation and amortization 31,570 34,901 — 34,901 Impairment of assets 62,868 718 — 718 Total expenses 376,640 126,518 212,460 338,978 Loss on sale of properties (42) — — — Interest expense (552) (585) — (585) Net (loss) income (87,133) 13,451 (8,097) 5,354 Add (less): Interest expense 552 585 Depreciation and amortization 31,570 34,901 Management fees 14,505 17,246 Impairment of assets 62,868 718 Loss on sale of properties 42 — EBITDARM 22,404 58,804 Less: EBITDARM not included in same property (4,843) (2,792) Same property EBITDARM $ 27,247 $ 61,596 (1) Includes $4,005 revenue reserve for an estimated Medicare refund we expect to pay and $2,167 in estimated related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star. (2) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements FORMA EBITDARM (THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019) with Five Star were terminated and replaced with the New Management Agreements. As a result, operating results of the previously leased communities will be included in our operating results. Adjustments reflect property level residents fees and services and property operating expenses and exclude rental income for the previously leased senior living communities for the three months ended September 30, 2019. (3) For the three months ended September 30, 2019, adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities. SHOP SEGMENT AND SAME PROPERTY - CALCULATION RECONCILIATION OF PRO 39
EXHIBIT A SHOP SEGMENT AND SAME PROPERTY- CALCULATION AND RECONCILIATION OF PRO FORMA EBITDARM (CONTINUED) (dollars in thousands) Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Restructuring SHOP SHOP Transaction Pro Forma Revenues: Rental income $ — $ 105,451 $ (105,451) (2) $ — Residents fees and services 926,174 (1) 324,767 725,027 (2) 1,049,794 Total revenues 926,174 430,218 619,576 1,049,794 Expenses: Property operating expenses 837,103 (1) 263,612 632,612 (2) (3) 896,224 Depreciation and amortization 98,385 100,080 — 100,080 Impairment of assets 98,521 9,041 — 9,041 Total expenses 1,034,009 372,733 632,612 1,005,345 (Loss) gain on sale of properties (210) 15,207 — 15,207 Interest and other income 7,346 (4) — — — Interest expense (1,676) (2,481) — (2,481) Loss on early extinguishment of debt — (17) — (17) Net (loss) income (102,375) 70,194 (13,036) 57,158 Add (less): Interest expense 1,676 2,481 Depreciation and amortization 98,385 100,080 Management fees 46,309 52,490 Impairment of assets 98,521 9,041 Loss (gain) on sale of properties 210 (15,207) Loss on early extinguishment of debt — 17 EBITDARM 142,726 206,060 Less: EBITDARM not included in same property (5,959) (1,729) Same property EBITDARM $ 148,685 $ 207,789 FORMA EBITDARM (NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019) (1) Includes $4,005 revenue reserve for an estimated Medicare refund we expect to pay and $2,167 in estimated related penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star. (2) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. As a result, operating results of the previously leased communities will be included in our operating results. Adjustments reflect property level residents fees and services and property operating expenses and exclude rental income for the previously leased senior living communities for the nine months ended September 30, 2019. (3) For the nine months ended September 30, 2019, adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities. (4) We recognized $7,346 of funds received under the Coronavirus Aid, Relief, and Economic Security Act during the nine months ended September 30, 2020. SHOP SEGMENT AND SAME PROPERTY - CALCULATION RECONCILIATION OF PRO 40
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS Non-GAAP Financial Measures We present certain "non-GAAP financial measures" within the meaning of applicable rules of the SEC, including net operating income, or NOI, Cash Basis NOI, same property NOI, same property Cash Basis NOI, earnings before interest, income tax, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, Adjusted EBITDAre, funds from operations attributable to common shareholders, or FFO attributable to common shareholders, and normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in our condensed consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties. NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI as shown on pages 18 through 22. 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 calculate same property NOI and same property Cash Basis NOI in the same manner that we calculate the corresponding NOI and Cash Basis NOI amounts, except that we only include same properties in calculating same property NOI and same property Cash Basis NOI. We use NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than we do. EBITDA, EBITDAre, Adjusted EBITDAre and EBITDARM We calculate EBITDA, EBITDAre and Adjusted EBITDAre as shown on page 23. EBITDAre is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains or losses on the sale of properties, impairment of assets, if any, as well as certain other adjustments currently not applicable to us. In calculating Adjusted EBITDAre, we adjust for the items shown on page 23 and 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. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do. Our SHOP segment includes both communities leased to Five Star and operated for our account under management agreements with Five Star as of and during the three and nine months ended September 30, 2019. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements, effective as of January 1, 2020. Under the New Management Agreements, management fees are 5% of resident fees and services revenues. We believe pro forma earnings before interest, taxes, depreciation, amortization, impairment of assets, gains or losses on sale of properties, gains or losses on early extinguishment of debt, rent and management fees, or EBITDARM, is a meaningful transitional supplemental performance measure as it presents historical community level operating results regardless of the form of contractual arrangements and removes the impact of changes in the agreements (rents and management fees) between us and Five Star during the periods presented. The table on page 38 presents pro forma resident fees and services revenues and pro forma EBITDARM as if the communities had been managed for our account throughout all periods presented to assist in understanding community level operating results and a reconciliation of those amounts from amounts determined in accordance with GAAP. Other real estate companies and REITs may calculate EBITDARM differently than we do. FFO and Normalized FFO Attributable to Common Shareholders We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown on page 24. FFO attributable to common shareholders is calculated on the basis defined by Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, plus real estate depreciation and amortization and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO attributable to common shareholders, we adjust for the items shown on page 24 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an 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. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS FFO attributable to common shareholders and Normalized FFO attributable to common shareholders 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 the agreements governing our debt, 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. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than we do. 41
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (CONTINUED) Adjusted total assets Adjusted total assets is the original cost of real estate assets calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and excludes accounts receivable and intangible assets. Annualized dividend yield Annualized dividend yield is the annualized dividend declared during the applicable period divided by the closing price of DHC's common shares on The Nasdaq Stock Market LLC at the end of the relevant period. (CONTINUED) Annualized rental income Annualized rental income is based on rents pursuant to existing leases as of September 30, 2020. 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 medical office and life science properties and wellness centers. Annualized rental income amounts for our medical office and life science properties also include 100% of rental income as reported under GAAP from our life science property owned in a joint venture arrangement in which we own a 55% equity interest. Average monthly rate 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. Building improvements Building improvements generally include expenditures to replace obsolete building components that extend the useful life of existing assets or other improvements to increase the marketability of the property. Cash basis NOI margin % 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. Consolidated income available for debt service Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, taxes, loss on asset impairment, gains or losses on equity securities, gains or losses on sales of properties and early extinguishment of debt, determined together with debt service for the applicable period. Development, redevelopment and other activities Development, redevelopment and other activities generally include capital expenditures that reposition a property or result in new sources of revenue. GAAP GAAP is U.S. generally accepted accounting principles. Gross book value of real estate assets 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. Gross purchase price Gross purchase price includes assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. Gross sales price Gross sales price excludes closing costs. Lease related costs Lease related costs generally include capital expenditures to improve tenants’ space or amounts paid directly to tenants to improve their space NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS and leasing related costs, such as brokerage commissions and tenant inducements. Net debt Net debt is total debt less cash. 42
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (CONTINUED) NOI margin % NOI margin % is defined as NOI as a percentage of rental income. Non-Segment Non-Segment operations consists of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers, and any other income or expenses that are not attributable to a specific reporting segment. (CONTINUED) Office Portfolio Office Portfolio consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants. Rent coverage 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. Same Property For the three months ended September 30, 2020, same property consists of properties owned, in service and operated by the same operator continuously since July 1, 2019, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, scheduled for closure and/or sale or out of service undergoing redevelopment, if any. For the nine months ended September 30, 2020, same property consists of properties owned, in service and operated by the same operator continuously since January 1, 2019, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, scheduled for closure and/or sale or out of service undergoing redevelopment, if any. SHOP SHOP, or Senior Housing Operating Portfolio, consists of managed senior living communities that provide short term and long term residential living and in some cases care and other services for residents where we pay fees to the operator to manage the communities for our account. Properties in this segment include independent living communities, assisted living communities, active adult rental communities and SNFs. Pursuant to the Restructuring Transaction, the previously existing master leases and management and pooling agreements between us and Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. Prior to January 1, 2020, these senior living communities were either managed for our account by Five Star or triple net leased to Five Star. SNF SNF is a skilled nursing facility. Total gross assets Total gross assets is total assets plus accumulated depreciation. Total unencumbered assets Total unencumbered assets is the original cost of real estate assets not encumbered by mortgage debt calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and exclude accounts receivable and intangible assets. Triple net leased senior living communities Triple net leased senior living communities include independent and assisted living communities and SNFs. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS 43
WARNING CONCERNING FORWARD-LOOKING STATEMENTS This presentation of supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. 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. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by 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 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. WARNING CONCERNING FORWARD-LOOKING STATEMENTS 44