Cautionary Language

The information appearing on DHC ’s website includes statements which constitute forward looking statements. These forward looking statements are based upon DHC ’s present intents, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur. DHC ’s actual results may differ materially from those contained in DHC ’s forward looking statements. The information contained in DHC ’s filings with the Securities and Exchange Commission, including under “Risk Factors" and “Warnings Concerning Forward Looking Statements” in DHC ’s periodic reports and other filings, identifies important factors that could cause DHC ’s actual results to differ materially from those stated in DHC ’s forward looking statements. DHC ’s filings with the SEC are available on the SEC’s website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings. You should not place undue reliance upon forward looking statements.

The documents provided in this archived section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. Diversified Healthcare Trust does not undertake any obligation to update any information contained in these documents. For current information about the company, please refer to our most recent public SEC Filings.

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Cautionary Language

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Cautionary Statement Regarding Forward Looking Statements

The information appearing on Diversified Healthcare Trust’s (“DHC”) website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, it 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 as a result of various factors. For example: (a) Office Properties Income Trust (“OPI”) and DHC have entered into a definitive merger agreement and the proposed merger is expected to close in the third quarter of 2023. However, the closing of the proposed merger is subject to the satisfaction or waiver of closing conditions, including DHC shareholder approval and the financing or any consents or approvals required or contemplated in connection with the proposed merger, some of which are beyond DHC’s control, and DHC cannot be sure that any or all of these conditions will be satisfied or waived. Accordingly, the proposed merger may not close on the contemplated terms or at all or it may be delayed; (b) DHC shareholders are expected to benefit from an annual dividend of $1.00 per share of the combined company. However, the Board of Trustees of the combined company will consider many factors when setting distribution rates, and thus future distribution rates may be increased or decreased and DHC cannot be sure as to the rate at which future distributions will be paid; (c) the transactions contemplated by the merger agreement and the terms thereof were evaluated, negotiated and recommended to DHC’s Board of Trustees by a special committee of DHC’s Board of Trustees, comprised solely of DHC’s disinterested, Independent Trustees, and were separately approved by DHC’s Independent Trustees and by DHC’s Board of Trustees. Despite this process, DHC could be subject to claims challenging the proposed merger or other transactions or DHC’s entry into the merger and related agreements because of the multiple relationships among DHC, OPI and The RMR Group LLC (“RMR”) and their related persons and entities or other reasons, and defending even meritless claims could be expensive and distracting to management; and (d) DHC’s website contains statements regarding the expectations for proposed merger and the combined company which may imply that the combined company will achieve its expected strategic and financial goals and the shareholders will benefit from the growth potential of the combined company. However, the combined company will be subject to various risks, including: the risk that the combined businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated; the risk that cost savings and synergies anticipated to be realized by the merger may not be fully realized or may take longer to realize than expected; risks related to future opportunities, plans and strategy for the combined company, including the uncertainty of expected future financial performance, expected access to cash flows and capital, timing of accretion, distribution rates and results of the combined company following completion of the proposed merger and the challenges facing the industries in which each company currently operates and the combined company will, following the closing of the transaction, operate; risks related to the market value of the OPI common shares of beneficial interest to be issued in the proposed merger; risks associated with indebtedness incurred in connection with the proposed merger, including the potential inability to access, or reduced access to, the capital markets or other capital resources or increased cost of borrowings, including as a result of a credit rating downgrade; risks associated with the level of capital expenditures of each company and the combined company following the proposed merger; and risks associated with the impact of general economic, political and market factors on the combined company. As a result, the combined company may not achieve the long-term growth and value creation for shareholder as expected.

The information contained in DHC's periodic reports filed with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or incorporated therein, also 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 and are also accessible on DHC ’s website at the following link: SEC Filings.

You should not place undue reliance upon any 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.

The documents provided in this section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. DHC does not undertake any obligation to update any information contained in these documents. For current information about DHC, please refer to DHC’s most recent public SEC Filings.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE MERGER

The information appearing on DHC ’s website may be deemed to be solicitation material in respect of the proposed merger between DHC and OPI. In connection with the proposed merger, OPI filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus of DHC and OPI. On July 21, 2023, the registration statement was declared effective by the SEC and DHC and OPI each filed with the SEC and commenced mailing to their respective shareholders the definitive joint proxy statement/prospectus. The proposed transaction involving DHC and OPI will be submitted to DHC’s and OPI’s shareholders for their consideration at special meetings of shareholders to be held on August 30, 2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DHC, OPI AND THE MERGER. Investors are also able to obtain copies of the registration statement and the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Additional copies of documents filed by DHC with the SEC may be obtained for free on DHC’s Investor Relations website at www.dhcreit.com/investors or by contacting the DHC Investor Relations department at 1-617-796-8234. In addition to the registration statement and the joint proxy statement/prospectus, DHC files annual, quarterly and current reports and other information with the SEC. DHC’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

NO OFFER OR SOLICITATION

The information appearing on DHC ’s website is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities or a solicitation of any vote or approval in any jurisdiction with respect to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

DHC and certain of its trustees and executive officers, OPI and certain of its trustees and executive officers, and RMR, the manager of DHC and OPI, and its parent and certain of their respective directors, officers and employees may be deemed to be participants in the solicitation of proxies from DHC’s and OPI’s shareholders in connection with the merger. Certain information regarding these trustees, executive officers, directors, officers and employees and a description of their direct and indirect interests are set forth in the registration statement and the joint proxy statement/prospectus filed with the SEC by DHC and/or OPI. Information about DHC’s trustees and executive officers is also included in the proxy statement for DHC’s 2023 annual meeting of shareholders, which was filed with the SEC on April 20, 2023. Information about OPI’s trustees and executive officers is included in the proxy statement for OPI’s 2023 annual meeting of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing documents may be obtained as provided above.

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October 30, 2003

SNH Announces Financial Results for the Periods Ended September 30, 2003

Newton, MA (October 30, 2003): Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter and nine months ended September 30, 2003, as follows (in thousands, except per share data):

                                  Quarter Ended    Nine Months Ended
                                --------------------------------------
                                  September 30,      September 30,
                                --------------------------------------
                                     2003    2002      2003      2002
                                --------------------------------------

   Total revenues                 $32,101 $30,377   $95,293   $89,462
   Net income                      10,449  13,142    32,309    35,358
   Funds from operations (FFO)     20,198  20,079    62,242    58,032

   Weighted average shares
    outstanding                    58,453  58,437    58,443    55,735

   Per share data:
   Net income                       $0.18   $0.22     $0.55     $0.63
   Funds from operations (FFO)       0.35    0.34      1.06      1.04
   Distributions declared            0.31    0.31      0.93      0.93

During the 2003 quarter, SNH funded $20.7 million of new investments, including a sale-leaseback for $12.3 million with Five Star Quality Care, Inc. and $8.4 million of capital improvements to existing properties.

Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that has investments in 145 senior housing properties located in 31 states.

                    Senior Housing Properties Trust
                         Financial Information
               (in thousands, except per share amounts)

Income Statement:

                                    Quarter Ended    Nine Months Ended
                                     September 30,     September 30,
                                   ----------------- -----------------
                                      2003     2002     2003     2002
                                   -------- -------- -------- --------
Revenues:
 Rental income                     $31,805  $28,244  $93,647  $83,040
  FF&E reserve income (1)               --    1,843       --    5,345
 Interest and other income             296      290    1,646    1,077
                                   -------- -------- -------- --------
     Total revenues                 32,101   30,377   95,293   89,462
                                   -------- -------- -------- --------
Expenses:
 Interest                            9,444    6,607   25,550   20,428
  Distributions on trust preferred
   securities                          703      703    2,109    2,109
 Depreciation                        9,013    7,989   26,557   23,215
 General and administrative (2)      2,492    1,936    7,608    5,861
                                   -------- -------- -------- --------
     Total expenses                 21,652   17,235   61,824   51,613
                                   -------- -------- -------- --------
Income from continuing operations   10,449   13,142   33,469   37,849
Loss from discontinued operations       --       --       --   (2,491)
Loss on sale of property                --       --   (1,160)      --
                                   -------- -------- -------- --------
Net income                         $10,449  $13,142  $32,309  $35,358
                                   ======== ======== ======== ========

Weighted average shares
 outstanding                        58,453   58,437   58,443   55,735
                                   ======== ======== ======== ========
Per share data:
  Income from continuing
   operations                        $0.18    $0.22    $0.57    $0.68
                                   ======== ======== ======== ========
 Net income                          $0.18    $0.22    $0.55    $0.63
                                   ======== ======== ======== ========


Balance Sheet:                                     At          At
                                               September    December
                                                 30, 2003    31, 2002
                                               ----------- -----------
Assets
-----------------------------------------------
Real estate properties                         $1,327,236  $1,238,487
Accumulated depreciation                         (151,256)   (125,039)
                                               ----------- -----------
                                                1,175,980   1,113,448
Mortgage receivable                                 6,051          --
Cash and cash equivalents                           4,880       8,654
Restricted cash                                    10,286      12,364
Deferred financing fees, net                       11,795       9,512
Other assets                                       19,081      14,222
                                               ----------- -----------
Total assets                                   $1,228,073  $1,158,200
                                               =========== ===========
Liabilities and Shareholders' Equity
-----------------------------------------------
Unsecured revolving bank credit facility          $24,000     $81,000
Senior unsecured notes, net of discounts          393,571     243,746
Secured debt and capital leases                    32,559      32,618
Trust preferred securities                         27,394      27,394
                                               ----------- -----------
Total debt                                        477,524     384,758
Other liabilities                                  19,123      21,116
                                               ----------- -----------
Total liabilities                                 496,647     405,874
Shareholders' equity                              731,426     752,326
                                               ----------- -----------
Total liabilities and shareholders' equity     $1,228,073  $1,158,200
                                               =========== ===========

1. One of our leases which began in January 2002 provided that a percentage of revenues at the leased properties be paid to us as additional rent, which was escrowed for future capital expenditures at the leased facilities. This lease was amended October 1, 2002. As a result of this amendment, amounts for capital expenditures are not paid to us, but are deposited into accounts owned by the tenant, Five Star, and we have security and remainder interests in these accounts and in property purchased with funding from these accounts. Accordingly, we no longer record FF&E reserve income.

2. Includes expenses incurred with respect to litigation with Marriott International and HEALTHSOUTH of $100,000 for the three months ended September 30, 2003 and $800,000 for the nine months ended September 30, 2003.

                    Senior Housing Properties Trust
                              Other Data
           (dollars in thousands, except per share amounts)

Calculation of Funds From Operations (FFO)(1):

                                    Quarter Ended    Nine Months Ended
                                     September 30,     September 30,
                                   ----------------- -----------------
                                      2003     2002     2003     2002
                                   -------- -------- -------- --------
Income from continuing operations  $10,449  $13,142  $33,469  $37,849
Add:   Depreciation expense          9,013    7,989   26,557   23,215
    Deferred percentage rent(2)        736      791    2,216    2,313
Less:   FF&E reserve income             --   (1,843)      --   (5,345)
                                   -------- -------- -------- --------
FFO                                $20,198  $20,079  $62,242  $58,032
                                   ======== ======== ======== ========

Weighted average shares outstanding 58,453   58,437   58,443   55,735
                                   ======== ======== ======== ========

FFO per share                        $0.35    $0.34    $1.06    $1.04
                                   ======== ======== ======== ========
Distributions declared               $0.31    $0.31    $0.93    $0.93
                                   ======== ======== ======== ========

Leverage Ratios:

                                                 At            At
                                           September 30,  December 31,
                                                2003          2002
                                           -------------- ------------
Total debt / Total assets                           38.9%        33.2%
Total debt / Real estate properties before
 depreciation                                       36.0%        31.1%
Total debt / Total book capitalization              39.5%        33.8%
Secured debt / Total debt                            6.8%         8.5%
Secured debt / Total assets                          2.7%         2.8%
Variable rate debt / Total debt                      6.9%        23.4%


Coverage Ratios:

                                     Quarter Ended   Nine Months Ended
                                     September 30,     September 30,
                                   ----------------- -----------------
                                      2003     2002     2003     2002
                                   -------- -------- -------- --------
Income from continuing operations  $10,449  $13,142  $33,469   37,849
Deferred percentage rent               736      791    2,216    2,313
Interest expense                     9,444    6,607   25,550   20,428
Trust preferred distributions          703      703    2,109    2,109
Depreciation expense                 9,013    7,989   26,557   23,215
                                   -------- -------- -------- --------
EBITDA(3)                          $30,345  $29,232  $89,901  $85,914
                                   ======== ======== ======== ========
EBITDA / Interest expense              3.2x     4.4x     3.5x     4.2x
                                   ======== ======== ======== ========
EBITDA / Interest expense + trust
 preferred distributions               3.0x     4.0x     3.3x     3.8x
                                   ======== ======== ======== ========

(1) We compute FFO as shown in the calculation above. Our calculation of FFO differs from the NAREIT definition of FFO because we include deferred percentage rent as discussed in Note 2 below. Also, in order to facilitate comparison of FFO with historical results, the historical FFO presentation for the three and nine months ended September 30, 2002, eliminates FF&E reserve income (see Note 1 on page 2). We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. We believe that FFO provides useful information to investors because by excluding the effects of certain historical costs, such as depreciation, expense, and gain or losses on sale of properties, FFO can facilitate comparison of current operating performance amount REITs. FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by our board of trustees in determining the amount of distributions to shareholders. Other important factors include, but are not limited to, requirements to maintain our status as a REIT, limitations in our revolving bank credit facility and public debt covenants, the availability of debt and equity capital to us and our expectation of our future performance.

(2) We recognize percentage rental income received for the first, second and third quarters in the fourth quarter. Although recognition of revenue is deferred until the fourth quarter for purposes of calculating net income, the calculation of FFO includes estimated amounts with respect to periods shown.

(3) We compute EBITDA as income from continuing operations plus interest expense, distributions on trust preferred securities, depreciation expense and deferred percentage rent. We consider EBITDA to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. EBITDA does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity.

                    Senior Housing Properties Trust
                              Other Data

         The following additional data is intended to respond
         to frequently asked questions (dollars in thousands)

                            At September 30, 2003

                                                                  % of
                                                       Current Current
                                                         Annual Annual
                                                 % of      Rent   Rent
                   # of      # of                Invest- Reven- Reven-
              Properties Units/Beds Investment     ment     ues    ues
                ------------------------------------------------------
Facility Type
----------------
Independent
 living
 communities(1)       37    10,435   $874,081     65.6% $88,033  66.5%
Assisted living
 facilities           42     2,594    177,868     13.3%  18,046  13.6%
Skilled nursing
 facilities           64     6,745    237,786     17.8%  17,570  13.3%
Hospitals              2       364     43,553      3.3%   8,700   6.6%
                ------------------------------------------------------
Total                145    20,138 $1,333,288    100.0%$132,349 100.0%
                ======================================================

Tenant/Operator
----------------
Five
 Star/Sunrise
 (2)                  31     7,465   $618,653     46.4% $63,209  47.7%
Marriott/Sunrise
 (2)                  14     4,030    325,473     24.4%  31,182  23.6%
HEALTHSOUTH            2       364     43,553      3.3%   8,700   6.6%
Alterra
 Healthcare (3)       23     1,076     67,131      5.0%   7,499   5.7%
Five Star #1          54     5,009    147,245     11.0%   7,516   5.7%
Five Star #2          13     1,054     82,898      6.2%   8,180   6.2%
Genesis Health
 Ventures              1       156     13,007      1.0%   1,496   1.1%
5 private
 companies
 (combined)            7       984     35,328      2.7%   4,567   3.4%
                ------------------------------------------------------
Total                145    20,138 $1,333,288    100.0%$132,349 100.0%
                ======================================================

                         Quarter Ended September 30,
----------------------------------------------------------------------
Tenant Operating Statistics (4)
                                     Percentage of Operating
                                      Revenue Sources
                                     ---------------------------------
                  Rent    Occupancy  Private   Medicare   Medicaid
                 Coverage               Pay
                ------------------------------------------------------
                2003 2002 2003 2002 2003 2002 2003 2002 2003   2002
                ------------------------------------------------------
Five
 Star/Sunrise
 (2)(5)         1.0x 1.1x   89%  90%  86%  87%  10%  10%   4%     3%
Marriott/Sunrise
 (2)            1.3x 1.3x   87%  89%  82%  83%  13%  13%   5%     4%
HEALTHSOUTH(6)   NA   NA    NA   NA   NA   NA   NA   NA   NA     NA
Alterra
 Healthcare(7)  1.5x 1.5x   83%  84%  99%  98%   0%   0%   1%     2%
Five Star #1    2.8x 2.5x   89%  92%  21%  22%  20%  20%  59%    58%
Five Star #2(7) 1.1x 1.3x   87%  89% 100% 100%   0%   0%   0%     0%
Genesis Health
 Ventures       1.6x 2.2x   97%  98%  25%  25%  31%  37%  44%    38%
5 private
 companies
 (combined)     1.9x 2.4x   85%  88%  23%  22%  19%  20%  58%    58%

                       Nine Months Ended September 30,
----------------------------------------------------------------------
Tenant Operating Statistics(4)

                                     Percentage of Operating
                                      Revenue Sources
                                     ---------------------------------
                  Rent    Occupancy  Private   Medicare    Medicaid
                 Coverage               Pay
                ------------------------------------------------------
                2003 2002 2003 2002 2003 2002 2003 2002 2003     2002
                ------------------------------------------------------
Five
 Star/Sunrise
 (2)(5)         1.0x 1.1x   90%  90%  86%  86%  10%  10%   4%       4%
Marriott/Sunrise
 (2)            1.3x 1.4x   87%  88%  82%  84%  13%  13%   5%       3%
HEALTHSOUTH(6)   NA   NA    NA   NA   NA   NA   NA   NA   NA       NA
Alterra
 Healthcare(7)  1.5x 1.5x   83%  84%  98%  99%   0%   0%   2%       1%
Five Star #1    2.7x 2.4x   90%  91%  21%  22%  20%  20%  59%      58%
Five Star #2(7) 1.2x 1.3x   87%  88% 100% 100%   0%   0%   0%       0%
Genesis Health
 Ventures       1.3x 1.8x   97%  96%  23%  26%  34%  40%  43%      34%
5 private
 companies
 (combined)     2.0x 2.2x   87%  87%  23%  23%  19%  22%  58%      55%

(1) Properties where the majority of units are independent living apartments are classified as independent living communities.

(2) On March 28, 2003, Marriott International, Inc. sold its senior living division, Marriott Senior Living Services, Inc. ("MSLS"), to Sunrise Assisted Living, Inc. ("Sunrise"). Effective on that date, Sunrise became the manager of the 31 properties leased to Five Star Quality Care, Inc. ("Five Star") and the tenant and manager of the 14 properties leased to MSLS. Marriott International continues to guarantee the lease for the 14 properties.

(3) Includes owned real estate and a $6,051 loan secured by a first mortgage on five assisted living properties.

(4) All tenant operating statistics presented are based upon the operating results provided by our tenants for the indicated periods ending September 30 or the most recent prior period tenant operating results available to us from our tenants. Rent coverage is calculated as operating cash flow from our tenants' facility operations, before subordinated charges and capital expenditure reserves, divided by rent payable to us. We have not independently verified our tenants' operating data.

(5) Rent coverage is after non-subordinated management fees of $4.3 million and $4.1 million and $12.8 million and $12.9 million in the quarter and nine months ended September 30, 2003 and 2002, respectively.

(6) In March 2003, HEALTHSOUTH issued a press release stating that its historical financial information should not be relied upon. Because we have reason to doubt the financial information we have from HEALTHSOUTH we do not disclose any lease coverage information for this tenant.

(7) Includes data for periods prior to our ownership of the concerned properties.

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