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.

OK
Cautionary Language

Please note that you are about to view content from a third party website. DHC does not by its inclusion imply its endorsement of or concurrence with the data provided on this website.

OK

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.

OK
View all Press Releases
April 29, 2003

SNH Announces Financial Results for the Quarter Ended March 31, 2003

Newton, MA (April 29, 2003): Senior Housing Properties Trust (NYSE: SNH) today announced its financial results for the quarter ended March 31, 2003, as follows (in thousands, except per share data):

                                                   Quarter Ended
                                                          March 31,
                                                      ----------------
                                                         2003    2002
                                                      ----------------

 Total revenues                                       $31,350 $28,707
 Net income                                            12,059  11,620
 Funds from operations (FFO)                           21,472  17,857
 Weighted average shares outstanding                   58,437  50,255

 Per share data:
 Net income                                             $0.21   $0.23
 Funds from operations (FFO)                             0.37    0.36
 Distributions declared                                  0.31    0.31

The foregoing financial presentation for the 2003 period includes approximately $600,000 for litigation expenses in connection with lawsuits involving SNH and Marriott International, Inc. and HEALTHSOUTH Corporation. The subject matter of the Marriott litigation has been previously disclosed and the status of that matter is unchanged from prior disclosure. In January 2002, SNH entered an agreement with HEALTHSOUTH. Among other matters, this January 2002 agreement lowered the rent payable by HEALTHSOUTH for the lease of two hospitals in return for an extended lease term. This agreement was entered in part because of SNH's reliance upon HEALTHSOUTH's purported financial condition at that time. Since March 2003, the SEC has charged HEALTHSOUTH and some of its officers with accounting fraud resulting in over $2 billion in overstated assets and income. SNH reviewed the SEC charges and in April 2003, SNH commenced a lawsuit against HEALTHSOUTH to reform the 2002 agreement to reinstate HEALTHSOUTH's previous contractual rent obligations, among other matters. The 2002 agreement between SNH and HEALTHSOUTH lowered the rent payable to SNH from $10.3 million/ year to $8.7 million/year.

Senior Housing Properties Trust is a real estate investment trust headquartered in Newton, MA that has investments in 142 senior housing properties located in 31 states.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THE FOREGOING PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR. FOR EXAMPLE, THE STATEMENT THAT SNH HAS COMMENCED LITIGATION TO INCREASE THE RENT PAYABLE BY HEALTHSOUTH FOR THE LEASE OF TWO HOSPITALS MAY IMPLY THAT THIS RENT WILL BE INCREASED. HOWEVER, DISCOVERY DURING LITIGATION AND DECISIONS BY JUDGES AND JURIES MAY CAUSE UNINTENDED RESULTS. ALSO, LITIGATION IS OFTEN EXPENSIVE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON THESE FORWARD LOOKING STATEMENTS.

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

                                                      Quarter Ended
                                                         March 31,
                                                     -----------------
                                                        2003     2002
                                                     -------- --------
Revenues:
 Rental income                                       $30,274  $26,535
  FF&E reserve income (1)                                  -    1,664
 Interest and other income (2)                         1,076      508
                                                     -------- --------
     Total revenues                                   31,350   28,707
                                                     -------- --------
Expenses:
 Interest                                              7,146    7,382
 Depreciation                                          8,653    7,128
 General and administrative                            2,789    1,854
                                                     -------- --------
     Total                                            18,588   16,364
                                                     -------- --------
Income from continuing operations before
 distributions on
 trust preferred securities                           12,762   12,343
  Distributions on trust preferred securities            703      703
                                                     -------- --------
Income from continuing operations                     12,059   11,640
Loss from discontinued operations                          -      (20)
                                                     -------- --------
Net income                                           $12,059  $11,620
                                                     ======== ========

Calculation of funds from operations (FFO)(3):
Income from continuing operations                    $12,059  $11,640
Add:   Depreciation                                    8,653    7,128
    Deferred percentage rent(4)                          760      753
Less:   FF&E reserve income(1)                             -   (1,664)
                                                     -------- --------
FFO                                                  $21,472  $17,857
                                                     ======== ========
Weighted average shares outstanding                   58,437   50,255
                                                     ======== ========
Per share data:
  Income from continuing operations                    $0.21    $0.23
                                                     ======== ========
 Net income                                            $0.21    $0.23
                                                     ======== ========
 FFO                                                   $0.37    $0.36
                                                     ======== ========
 Distributions declared                                $0.31    $0.31
                                                     ======== ========



Balance Sheet Data:                                At           At
                                                March 31,    Dec. 31,
                                                  2003         2002
                                               ----------- -----------
Assets
------
Real estate properties                         $1,300,833  $1,238,487
Accumulated depreciation                         (133,692)   (125,039)
                                               ----------- -----------
                                                1,167,141   1,113,448
Mortgage receivable                                 6,051           -
Cash and cash equivalents                          14,286       8,654
Restricted cash                                    10,907      12,364
Other assets                                       20,675      23,734
                                               ----------- -----------
Total assets                                   $1,219,060  $1,158,200
                                               =========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Unsecured revolving credit facility(5)           $158,000     $81,000
Senior unsecured notes due 2012, net of
 discount                                         243,781     243,746
Secured debt and capital leases                    32,599      32,618
                                               ----------- -----------
Total debt                                        434,380     357,364
Other liabilities                                  10,752      21,116
                                               ----------- -----------
Total liabilities                                 445,132     378,480
Trust preferred equity securities                  27,394      27,394
Shareholders' equity                              746,534     752,326
                                               ----------- -----------
Total liabilities and shareholders' equity     $1,219,060  $1,158,200
                                               =========== ===========

Senior Housing Properties Trust
Notes to
Financial Information

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 and escrowed for future capital expenditures at the leased properties. Effective October 1, 2002, we amended this lease pursuant to which our tenant, Five Star, retains title to the FF&E escrow accounts while we have security and remainder interests in the escrow accounts. Accordingly, effective October 1, 2002, our revenues and net income no longer include FF&E reserve income. In order to facilitate comparison of FFO with historical results, the historical FFO presentation for the three months ended March 31, 2002, eliminates FF&E reserve income.

2. Included in interest and other income for the three months ended March 31, 2003, is a gain related to our sale of a promissory note for $750,000, which was previously carried at $0.

3. We compute FFO as shown in the calculation above. 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, because it provides investors with an indication of a REIT's operating performance and its ability to incur and service debt, make capital expenditures, pay distributions and fund other cash needs. 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.

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

5. On April 21, 2003, we repaid all outstanding amounts on our unsecured revolving credit facility, primarily with the proceeds of our issuance of $150 million of 7 7/8% senior unsecured notes due 2015.

                    Senior Housing Properties Trust
                        Additional Information

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

                              # of       # of
                           Properties  Units/Beds Investment(1)
                          ---------- ----------- -------------
Facility Type
----------------
Independent
 living
 communities(2)                   54      12,253    $1,005,230
Skilled nursing
 facilities                       60       6,040       186,834
Hospitals                          2         364        43,553
Assisted living
 facilities                       26       1,272        71,267
                           ---------- ----------- -------------
Total                            142      19,929    $1,306,884
                           ========== =========== =============

Tenant/Operator
----------------
Five Star/Sunrise (3)             31       7,476      $615,944
Marriott/Sunrise (3)              14       4,030       325,472
HEALTHSOUTH                        2         364        43,553
Alterra Healthcare                23       1,076        67,051
Five Star #1                      54       4,976       141,383
Five Star #2                       9         747        63,814
Genesis Health
 Ventures                          1         156        13,007
Integrated
 Health Services                   1         140        15,598
4 private
 companies
 (combined)                        7         964        21,062
                           ---------- ----------- -------------
Total                            142      19,929    $1,306,884
                           ========== =========== =============

                                                      % of
                                         Current     Current
                                          Annual      Annual
                              % of         Rent        Rent
                           Investment    Revenues    Revenues
                          -----------   ----------  ----------
Facility Type
----------------
Independent
 living
 communities(2)                76.9%     $100,467      77.6%
Skilled nursing
 facilities                    14.3%       12,621       9.7%
Hospitals                       3.3%        8,700       6.7%
Assisted living
 facilities                     5.5%        7,735       6.0%
                          -----------    ---------  ---------
Total                         100.0%     $129,523     100.0%
                          ===========    =========  =========

Tenant/Operator
----------------
Five Star/Sunrise (3)          47.1%      $63,000      48.6%
Marriott/Sunrise (3)           24.9%       31,182      24.1%
HEALTHSOUTH                     3.3%        8,700       6.7%
Alterra Healthcare              5.1%        7,499       5.8%
Five Star #1                   10.9%        6,923       5.3%
Five Star #2                    4.9%        6,285       4.9%
Genesis Health
 Ventures                       1.0%        1,496       1.1%
Integrated
 Health Services                1.2%        1,200       1.0%
4 private
 companies
 (combined)                     1.6%        3,238       2.5%
                          -----------    ---------  ---------
Total                         100.0%     $129,523     100.0%
                          ===========    =========  =========


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(3)(5)  1.0x 1.2x    89%  90%   86%  86%   11%  10%    3%   4%
Marriott/
 Sunrise(3)     1.2x 1.5x    88%  88%   83%  84%   13%  13%    4%   4%
HEALTHSOUTH(6)   N/A  N/A   N/A  N/A   N/A  N/A   N/A  N/A   N/A  N/A
Alterra
 Healthcare     1.5x 1.5x    83%  84%  100% 100%    -    -     -    -
Five Star #1    2.6x 2.6x    89%  88%   21%  22%   21%  21%   58%  57%
Five Star #2    1.0x 1.3x    82%  87%  100% 100%    -    -     -    -
Genesis Health
 Ventures       1.0x 1.5x    95%  95%   18%  30%   38%  41%   44%  29%
Integrated
 Health
 Services       1.1x 1.8x    86%  90%   23%  28%   21%  26%   56%  46%
4 private
 companies
 (combined)     1.9x 2.1x    89%  86%   23%  22%   17%  23%   60%  55%

(1) Includes owned real estate and a $6,051 mortgage investment secured by a first mortgage on five assisted living facilities.

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

(3) 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/manager of the 14 properties previously leased to MSLS. Marriott International continues to guarantee the lease for the 14 properties.

(4) All tenant operating statistics are calculated based upon the operating results for the three months ended March 31, for the period indicated, or the most recent three month 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.

(5) Rent coverage is after non-subordinated management fees of $4,028 and $4,242 in the 2003 and 2002 periods, respectively.

(6) On March 19, 2003, the SEC filed a complaint against HEALTHSOUTH, alleging that HEALTHSOUTH and certain of its officers committed fraud and violated various securities laws by overstating their historical earnings and assets. In March 2003, HEALTHSOUTH was notified of defaults under its bank credit facility, and in April 2003, HEALTHSOUTH defaulted on some of its public debt securities. The rent due to us on April 1, 2003 was paid to us on April 3, 2003, within the grace period allowed. In March 2003, HEALTHSOUTH issued a press release advising that its historical financial information should not be relied upon. Because we have reason to doubt the financial information we have from HEALTHSOUTH we have elected not to disclose any lease coverage information for this tenant.

                    Senior Housing Properties Trust
                        Additional Information
            (dollars in thousands unless otherwise stated)

------------------------------------------------------------------
                                        March 31,      December 31,
         Leverage Ratios                   2003              2002
----------------------------------  ------------  ----------------

Total debt / Total assets                  35.6%             30.9%
Total debt / Real estate
 properties before depreciation            33.4%             28.9%
Total debt / Total book
 capitalization                            35.9%             31.4%
Secured debt / Total debt                   7.5%              9.1%
Secured debt / Total assets                 2.7%              2.8%
Variable rate debt / Total debt(1)         38.5%             25.2%


                                            Quarter Ended
                                              March 31,
                                    ------------------------------
         Coverage Ratios                   2003              2002
----------------------------------  ------------     -------------

Income from continuing operations       $12,059           $11,640
Deferred percentage rent                    760               753
Interest expense(1)                       7,146             7,382
Trust preferred distributions               703               703
Depreciation and amortization             8,653             7,128
                                    ------------     -------------
EBITDA                                  $29,321           $27,606
                                    ============     =============

EBITDA / Interest expense                   4.1x              3.7x
EBITDA / Interest expense + trust           3.7x              3.4x
     preferred distributions

(1) Does not include impact of April 2003 repayment of credit facility largely with proceeds of issuance of $150 million of 7 7/8% senior unsecured notes due 2015.

View all Press Releases
U.S Green Building Council Energy Star Partner      Green Lease Leaders