Senior Housing Properties Trust Announces Third Quarter 2018 Results

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.

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.

Senior Housing Properties Trust Announces Third Quarter 2018 Results

Third Quarter Net Income Attributable to Common Shareholders of $0.19 Per Share

Third Quarter Normalized FFO Attributable to Common Shareholders of $0.42 Per Share

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (Nasdaq: SNH) today announced its financial results for the quarter and nine months ended September 30, 2018.

“Our consolidated portfolio of diverse healthcare properties once again produced stable results this quarter, with a 0.3% increase in consolidated same property Cash Basis NOI during the quarter,” stated Jennifer Francis, President and Chief Operating Officer. “Our medical office and life science portfolios produced the strongest results, with same property Cash Basis NOI growing 2.4% during the quarter. Within our managed senior living portfolio, same property occupancy also increased 50 basis points to 86.3% during the quarter. Although we did not acquire any additional medical office or life science properties during the third quarter, we still have ample borrowing capacity to pursue our strategy of growing this segment of our portfolio.”

Results for the Quarter Ended September 30, 2018:

Net income attributable to common shareholders was $45.8 million, or $0.19 per diluted share, for the quarter ended September 30, 2018 compared to $34.4 million, or $0.14 per diluted share, for the quarter ended September 30, 2017. This increase in net income attributable to common shareholders is primarily the result of: (1) unrealized gains and losses on equity securities, net, of $35.1 million, or $0.15 per diluted share, which is included in earnings in accordance with new U.S. generally accepted accounting principles, or GAAP, standards effective January 1, 2018 and (2) acquisitions since July 1, 2017. This increase in net income attributable to common shareholders was partially offset by: (1) an increase in general and administrative expenses due to the $18.8 million, or $0.08 per diluted share, of business management incentive fee expense recognized for the quarter ended September 30, 2018 as a result of SNH's total shareholder return, as defined, exceeding the returns for the SNL U.S. REIT Healthcare index by 45.9% over the applicable measurement period compared to the $8.0 million of business management incentive fee expense recognized for the quarter ended September 30, 2017, (2) the disposition of six triple net leased senior living communities since July 1, 2017, (3) an increase in interest expense as a result of higher interest rates, and (4) impairment charges recognized for the quarter ended September 30, 2018.

Normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders, were $100.2 million and $104.0 million, or $0.42 and $0.44 per diluted share, for the quarters ended September 30, 2018 and 2017, respectively.

Reconciliations of net income attributable to common shareholders determined in accordance with GAAP to funds from operations attributable to common shareholders, or FFO attributable to common shareholders, and Normalized FFO attributable to common shareholders for the quarters ended September 30, 2018 and 2017 appear later in this press release.

Results for the Nine Months Ended September 30, 2018:

Net income attributable to common shareholders was $405.4 million, or $1.71 per diluted share, for the nine months ended September 30, 2018 compared to $82.6 million, or $0.35 per diluted share, for the nine months ended September 30, 2017. This increase in net income attributable to common shareholders is primarily the result of: (1) $261.9 million, or $1.10 per diluted share, of net gains on the sale of properties recognized for the nine months ended September 30, 2018, (2) unrealized gains and losses on equity securities, net, of $85.6 million, or $0.21 per diluted share, which is included in earnings in accordance with new GAAP standards effective January 1, 2018, and (3) acquisitions since January 1, 2017. This increase in net income attributable to common shareholders was partially offset by: (1) an increase in general and administrative expenses due to the $50.7 million, or $0.21 per diluted share, of business management incentive fee expense recognized for the nine months ended September 30, 2018 as a result of SNH's total shareholder return, as defined, exceeding the returns for the SNL U.S. REIT Healthcare index by 45.9% over the applicable measurement period compared to the $22.0 million of business management incentive fee expense recognized for the nine months ended September 30, 2017, (2) the disposition of six triple net leased senior living communities since January 1, 2017, and (3) an increase in interest expense as a result of higher interest rates.

Normalized FFO attributable to common shareholders were $312.2 million and $315.9 million, or $1.31 and $1.33 per diluted share, for the nine months ended September 30, 2018 and 2017, respectively.

Reconciliations of net income 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, 2018 and 2017 appear later in this press release.

Portfolio Operating Results:

For the quarter ended September 30, 2018, consolidated cash basis net operating income, or Cash Basis NOI, at properties owned continuously since July 1, 2017, or same property, increased 0.3% compared to the quarter ended September 30, 2017.

For the quarter ended September 30, 2018, 44.1% of net operating income, or NOI, came from 129 properties leased to medical providers, medical related businesses, clinics and biotech laboratory tenants, or MOBs, with 12.6 million leasable square feet. As of September 30, 2018, 95.6% of MOB square feet were leased compared to 95.8% as of September 30, 2017. Same property occupancy was 95.3% as of September 30, 2018 compared to 95.8% as of September 30, 2017. Same property Cash Basis NOI from MOBs increased 2.4% for the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017.

For the quarter ended September 30, 2018, 39.6% of NOI came from 229 triple net leased senior living communities with 24,298 living units. The weighted average rent coverage for triple net leased senior living communities decreased to 1.13x for the 12 month period ended June 30, 2018 compared to 1.22x for the 12 month period ended June 30, 2017⁽¹⁾⁽²⁾. Same property Cash Basis NOI from triple net leased senior living communities increased 1.8% for the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017.

For the quarter ended September 30, 2018, 13.5% of NOI came from 75 managed senior living communities with 9,515 living units. Occupancy at managed senior living communities was 86.7% for the quarter ended September 30, 2018 compared to 85.8% for the quarter ended September 30, 2017. Same property occupancy at managed senior living communities was 86.3% for the quarter ended September 30, 2018 compared to 85.8% for the quarter ended September 30, 2017. Same property average monthly rates at managed senior living communities were $4,225 for the quarter ended September 30, 2018 compared to $4,243 for the quarter ended September 30, 2017. Same property Cash Basis NOI from managed senior living communities decreased 10.5% for the quarter ended September 30, 2018 compared to the quarter ended September 30, 2017. The primary reason for the decrease in same property Cash Basis NOI was an increase in property operating expenses.

SNH's 10 wellness centers remained 100% leased as of September 30, 2018 and September 30, 2017, and provided SNH with Cash Basis NOI of $4.5 million and $4.4 million for the three months ended September 30, 2018 and 2017, respectively.

Reconciliations of net income determined in accordance with GAAP to consolidated NOI, Cash Basis NOI and same property NOI and Cash Basis NOI by operating segment for the quarters ended September 30, 2018 and 2017 appear later in this press release.

Investment Activities:

During the quarter ended September 30, 2018, SNH invested approximately $7.4 million in improvements at its senior living communities that has generated or will generate additional rent under the terms of the applicable leases. In addition, SNH regularly makes additional investments at its MOBs and its managed senior living communities that it expects may maintain or enhance the competitive positions of those properties and may increase its operating revenue from those properties.

Financing Activities:

In July 2018, SNH prepaid approximately $90.6 million of secured debts encumbering 12 senior living communities that had a weighted average annual interest rate of 5.0% and maturity dates in October 2018.

In September 2018, SNH prepaid approximately $6.3 million of secured debt encumbering one senior living community that had an annual interest rate of 4.7% and a maturity date in January 2019.

Conference Call:

At 10:00 a.m. Eastern Time on Tuesday, November 6, 2018, President and Chief Operating Officer, Jennifer Francis, and Chief Financial Officer and Treasurer, Richard Siedel, will host a conference call to discuss SNH's third quarter 2018 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 Tuesday, November 13, 2018. To access the replay, dial (412) 317-0088. The replay pass code is 10123763.

A live audio webcast of the conference call will also be available in a listen-only mode on SNH’s website, which is located at www.snhreit.com. Participants wanting to access the webcast should visit SNH’s website about five minutes before the call. The archived webcast will be available for replay on SNH’s website following the call for about one week. The transcription, recording and retransmission in any way of SNH’s third quarter conference call are strictly prohibited without the prior written consent of SNH.

Supplemental Data:

A copy of SNH’s Third Quarter 2018 Supplemental Operating and Financial Data is available for download at SNH’s website, which is located at www.snhreit.com. SNH’s website is not incorporated as part of this press release.

SNH 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. SNH is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc., an alternative asset management company that is headquartered in Newton, MA.

Please see the pages attached hereto for a more detailed statement of SNH’s operating results and financial condition, and for an explanation of SNH’s calculation of FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI and Cash Basis NOI and a reconciliation of those amounts to amounts determined in accordance with GAAP.

_____________________________________________________________________________________________________________________________

⁽¹⁾SNH reports rent coverage one quarter in arrears because operating results from tenants are usually provided to SNH three months after the end of a fiscal quarter. Operating data from triple net leased senior living communities are provided by tenants and SNH has not independently verified this information.
⁽²⁾Excludes data for periods prior to SNH's ownership of certain properties, as well as properties sold or classified as held for sale during the periods presented.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER SNH USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, "WILL", “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, SNH IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’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 SNH’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:

MS. FRANCIS’S STATEMENTS IN THIS PRESS RELEASE REGARDING SNH’S CONSOLIDATED PORTFOLIO PERFORMANCE AND INCREASED CONSOLIDATED SAME PROPERTY CASH BASIS NOI MAY IMPLY THAT SIMILAR OR BETTER RESULTS WILL BE ACHIEVED IN THE FUTURE. HOWEVER, SNH CANNOT BE SURE THAT IT WILL REALIZE SIMILAR OR BETTER RESULTS IN THE FUTURE.
MS. FRANCIS’S STATEMENTS IN THIS PRESS RELEASE THAT SNH'S MEDICAL OFFICE AND LIFE SCIENCE PORTFOLIO INCREASED SAME PROPERTY CASH BASIS NOI AND SNH'S MANAGED SENIOR LIVING PORTFOLIO INCREASED SAME PROPERTY OCCUPANCY MAY IMPLY THAT SIMILAR OR BETTER RESULTS WILL BE ACHIEVED IN THE FUTURE. HOWEVER, SNH CANNOT BE SURE THAT IT WILL REALIZE SIMILAR OR BETTER RESULTS IN THE FUTURE.
THIS PRESS RELEASE INCLUDES A STATEMENT THAT SNH HAS AMPLE BORROWING CAPACITY TO PURSUE THE STRATEGY OF GROWING THE MEDICAL OFFICE AND LIFE SCIENCE PROPERTIES SEGMENT OF ITS PORTFOLIO. SNH CANNOT BE SURE THAT IT WILL IN FACT GROW THE MEDICAL OFFICE AND LIFE SCIENCE PROPERTIES SEGMENT OF ITS PORTFOLIO OR THE NOI REALIZED BY SNH FROM THAT SEGMENT OF ITS PORTFOLIO.
THIS PRESS RELEASE INCLUDES A STATEMENT THAT SNH EXPECTS THE ADDITIONAL INVESTMENTS IT REGULARLY MAKES AT ITS MOBS AND MANAGED SENIOR LIVING COMMUNITIES MAY MAINTAIN OR ENHANCE THE COMPETITIVE POSITION OF THOSE PROPERTIES AND MAY INCREASE ITS OPERATING REVENUE FROM THOSE PROPERTIES. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FUTURE COMPETITIVE POSITION OF, OR THE OPERATING REVENUE FROM, THOSE PROPERTIES WILL INCREASE AS A RESULT OF THESE INVESTMENTS OR OTHERWISE. IN FACT, THE COMPETITIVE POSITION OF, AND SNH’S OPERATING REVENUE FROM, THOSE PROPERTIES MAY DECLINE.

THE INFORMATION CONTAINED IN SNH’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER “RISK FACTORS” IN SNH’S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE SNH’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY SNH’S FORWARD LOOKING STATEMENTS. SNH’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, SNH DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


SENIOR HOUSING PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues:
Rental income	$	173,648		$	168,348		$	521,961		$	501,437
Residents fees and services	105,321			98,325			309,981			294,748
Total revenues	278,969			266,673			831,942			796,185

Expenses:
Property operating expenses	115,987			104,689			334,141			308,650
Depreciation and amortization	71,661			66,619			214,300			209,463
General and administrative ⁽¹⁾	31,032			19,883			85,228			57,880
Acquisition and certain other transaction related costs	51			19			138			148
Impairment of assets	4,525			—			5,073			5,082
Total expenses	223,256			191,210			638,880			581,223

Gain on sale of properties	—			—			261,916			—
Dividend income	660			659			1,978			1,978
Unrealized gains and losses on equity securities, net ⁽²⁾	35,137			—			85,643			—
Interest and other income	248			128			362			323
Interest expense	(45,416		)	(40,105		)	(133,781		)	(124,394		)
Gain (loss) on early extinguishment of debt	108			(274		)	(22		)	(7,627		)
Income from continuing operations before income tax expense and equity in earnings of an investee	46,450			35,871			409,158			85,242
Income tax expense	(79		)	(109		)	(444		)	(300		)
Equity in earnings of an investee	831			31			882			533
Net income	47,202			35,793			409,596			85,475
Net income attributable to noncontrolling interest	(1,397		)	(1,379		)	(4,181		)	(2,865		)
Net income attributable to common shareholders	$	45,805		$	34,414		$	405,415		$	82,610

Weighted average common shares outstanding (basic)	237,511			237,421			237,492			237,404
Weighted average common shares outstanding (diluted)	237,562			237,460			237,526			237,445

Per common share data (basic and diluted):
Net income attributable to common shareholders	$	0.19		$	0.14		$	1.71		$	0.35


(1)		General and administrative expenses include estimated business management incentive fee expense of $18,751 and $8,022 for the three months ended September 30, 2018 and 2017, respectively, and $50,708 and $22,048 for the nine months ended September 30, 2018 and 2017, respectively.

(2)		Unrealized gains and losses on equity securities, net, represent the adjustment required to adjust the carrying value of SNH's investments in RMR Inc. (Nasdaq: RMR) and Five Star Senior Living Inc. (Nasdaq: FVE), or Five Star, common stock to their fair value as of the end of the period in accordance with new GAAP standards effective January 1, 2018.


SENIOR HOUSING PROPERTIES 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,
	2018			2017			2018			2017
Net income attributable to common shareholders	$	45,805		$	34,414		$	405,415		$	82,610
Depreciation and amortization expense	71,661			66,619			214,300			209,463
Noncontrolling interest's share of net FFO adjustments	(5,300		)	(5,305		)	(15,900		)	(11,066		)
Gain on sale of properties	—			—			(261,916		)	—
Impairment of assets	4,525			—			5,073			5,082
FFO attributable to common shareholders	116,691			95,728			346,972			286,089

Estimated business management incentive fees ⁽²⁾	18,751			8,022			50,708			22,048
Acquisition and certain other transaction related costs	51			19			138			148
(Gain) loss on early extinguishment of debt	(108		)	274			22			7,627
Unrealized gains and losses on equity securities, net ⁽³⁾	(35,137		)	—			(85,643		)	—
Normalized FFO attributable to common shareholders	$	100,248		$	104,043		$	312,197		$	315,912

Weighted average common shares outstanding (basic)	237,511			237,421			237,492			237,404
Weighted average common shares outstanding (diluted)	237,562			237,460			237,526			237,445

Per common share data (basic and diluted):
Net income attributable to common shareholders	$	0.19		$	0.14		$	1.71		$	0.35
FFO attributable to common shareholders	$	0.49		$	0.40		$	1.46		$	1.20
Normalized FFO attributable to common shareholders	$	0.42		$	0.44		$	1.31		$	1.33
Distributions declared	$	0.39		$	0.39		$	1.17		$	1.17


(1)		SNH 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, or Nareit, which is net income attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization and the difference between net income attributable to common shareholders and FFO attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to SNH. SNH’s calculation of Normalized FFO attributable to common shareholders differs from Nareit’s definition of FFO because SNH 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 SNH’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, and SNH excludes acquisition and certain other transaction related costs expensed under GAAP such as legal and professional fees associated with SNH's acquisition and disposition activities, gains and losses on early extinguishment of debt, if any, unrealized gains and losses on equity securities, net, if any, and Normalized FFO, net of FFO, from noncontrolling interest, if any. SNH considers FFO attributable to common shareholders and Normalized FFO attributable to common shareholders to be appropriate supplemental measures of operating performance for a REIT, along with net income and net income attributable to common shareholders. SNH believes that FFO attributable to common shareholders and Normalized FFO attributable to common shareholders provide useful information to investors, because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, FFO attributable to common shareholders and Normalized FFO attributable to common shareholders may facilitate a comparison of SNH's operating performance between periods and with other REITs. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by SNH’s Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to, requirements to maintain SNH’s qualification for taxation as a REIT, limitations in SNH’s revolving credit facility and term loan agreements and SNH’s public debt covenants, the availability to SNH of debt and equity capital, SNH’s expectation of its future capital requirements and operating performance and SNH’s expected needs for and availability of cash to pay its obligations. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or net income attributable to common shareholders as indicators of SNH’s operating performance or as measures of SNH’s liquidity. These measures should be considered in conjunction with net income and net income attributable to common shareholders as presented in SNH’s condensed consolidated statements of income. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than SNH does.

(2)		Incentive fees under SNH’s business management agreement are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in SNH’s consolidated statements of income. In calculating net income attributable to common shareholders in accordance with GAAP, SNH recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although SNH recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income attributable to common shareholders, SNH does not include these amounts in the calculation of Normalized FFO attributable to common shareholders until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined.

(3)		Unrealized gains and losses on equity securities, net, represent the adjustment required to adjust the carrying value of SNH's investments in RMR Inc. and Five Star common stock to their fair value as of the end of the period in accordance with new GAAP standards effective January 1, 2018.


SENIOR HOUSING PROPERTIES TRUST CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI) AND CASH BASIS NOI (amounts in thousands) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Calculation of NOI and Cash Basis NOI ⁽¹⁾ :
Revenues:
Rental income	$	173,648		$	168,348		$	521,961		$	501,437
Residents fees and services	105,321			98,325			309,981			294,748
Total revenues	278,969			266,673			831,942			796,185
Property operating expenses	(115,987		)	(104,689		)	(334,141		)	(308,650		)
Property net operating income (NOI):	162,982			161,984			497,801			487,535
Non-cash straight line rent adjustments	(2,484		)	(3,621		)	(8,507		)	(10,485		)
Lease value amortization	(1,493		)	(1,352		)	(4,290		)	(3,963		)
Non-cash amortization included in property operating expenses⁽²⁾	(199		)	(199		)	(597		)	(598		)
Cash Basis NOI	$	158,806		$	156,812		$	484,407		$	472,489

Reconciliation of Net Income to Cash Basis NOI:
Net income	$	47,202		$	35,793		$	409,596		$	85,475

Equity in earnings of an investee	(831		)	(31		)	(882		)	(533		)
Income tax expense	79			109			444			300
(Gain) loss on early extinguishment of debt	(108		)	274			22			7,627
Interest expense	45,416			40,105			133,781			124,394
Interest and other income	(248		)	(128		)	(362		)	(323		)
Unrealized gains and losses on equity securities, net	(35,137		)	—			(85,643		)	—
Dividend income	(660		)	(659		)	(1,978		)	(1,978		)
Gain on sale of properties	—			—			(261,916		)	—
Impairment of assets	4,525			—			5,073			5,082
Acquisition and certain other transaction related costs	51			19			138			148
General and administrative expense	31,032			19,883			85,228			57,880
Depreciation and amortization expense	71,661			66,619			214,300			209,463
Property NOI	162,982			161,984			497,801			487,535

Non-cash amortization included in property operating expenses⁽²⁾	(199		)	(199		)	(597		)	(598		)
Lease value amortization	(1,493		)	(1,352		)	(4,290		)	(3,963		)
Non-cash straight line rent adjustments	(2,484		)	(3,621		)	(8,507		)	(10,485		)
Cash Basis NOI	$	158,806		$	156,812		$	484,407		$	472,489


(1)		The calculations of NOI and Cash Basis NOI exclude certain components of net income in order to provide results that are more closely related to SNH’s property level results of operations. SNH calculates NOI and Cash Basis NOI as shown above. SNH 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 SNH records as depreciation and amortization. SNH 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. SNH considers NOI and Cash Basis NOI to be appropriate supplemental measures to net income because they may help both investors and management to understand the operations of SNH’s properties. SNH uses NOI and Cash Basis NOI to evaluate individual and company wide property level performance, and it believes that NOI and Cash Basis NOI provide useful information to investors regarding its results of operations because these measures reflect only those income and expense items that are generated and incurred at the property level and may facilitate comparisons of its operating performance between periods and with other REITs. NOI and Cash Basis NOI do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or net income attributable to common shareholders as indicators of SNH’s operating performance or as measures of SNH’s liquidity. These measures should be considered in conjunction with net income and net income attributable to common shareholders as presented in SNH’s condensed consolidated statements of income. Other real estate companies and REITs may calculate NOI and Cash Basis NOI differently than SNH does.

(2)		SNH recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price SNH paid for its investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses.


SENIOR HOUSING PROPERTIES 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, 2018															For the Three Months Ended September 30, 2017
Calculation of NOI and Cash Basis NOI:	MOBs			Triple Net Leased Senior Living Communities			Managed Senior Living Communities			Non- Segment ⁽²⁾			Total			MOBs			Triple Net Leased Senior Living Communities		Managed Senior Living Communities			Non- Segment ⁽²⁾		Total
Rental income / residents fees and services	$	104,492		$	64,538		$	105,321		$	4,618		$	278,969		$	96,116		$	67,662	$	98,325		$	4,570	$	266,673
Property operating expenses	(32,652		)	—			(83,335		)	—			(115,987		)	(29,158		)	—		(75,531		)	—		(104,689		)
Property net operating income (NOI)	$	71,840		$	64,538		$	21,986		$	4,618		$	162,982		$	66,958		$	67,662	$	22,794		$	4,570	$	161,984
NOI change	7.3		%	(4.6		)%	(3.5		)%	1.1		%	0.6		%

Property NOI	$	71,840		$	64,538		$	21,986		$	4,618		$	162,982		$	66,958		$	67,662	$	22,794		$	4,570	$	161,984
Less:
Non-cash straight line rent adjustments	1,912			548			—			24			2,484			2,733			750		—			138		3,621
Lease value amortization	1,438			—			—			55			1,493			1,297			—		—			55		1,352
Non-cash amortization included in property operating expenses⁽³⁾	199			—			—			—			199			199			—		—			—		199
Cash Basis NOI	$	68,291		$	63,990		$	21,986		$	4,539		$	158,806		$	62,729		$	66,912	$	22,794		$	4,377	$	156,812
Cash Basis NOI change	8.9		%	(4.4		)%	(3.5		)%	3.7		%	1.3		%

Reconciliation of NOI to Same Property NOI:
Property NOI	$	71,840		$	64,538		$	21,986		$	4,618		$	162,982		$	66,958		$	67,662	$	22,794		$	4,570	$	161,984
Less:
NOI not included in same property	4,651			—			1,536			—			6,187			347			4,070		(49		)	—		4,368
Same property NOI⁽⁴⁾	$	67,189		$	64,538		$	20,450		$	4,618		$	156,795		$	66,611		$	63,592	$	22,843		$	4,570	$	157,616
Same property NOI change	0.9		%	1.5		%	(10.5		)%	1.1		%	(0.5		)%

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI⁽⁴⁾	$	67,189		$	64,538		$	20,450		$	4,618		$	156,795		$	66,611		$	63,592	$	22,843		$	4,570	$	157,616
Less:
Non-cash straight line rent adjustments	1,581			548			—			24			2,153			2,714			710		—			138		3,562
Lease value amortization	1,500			—			—			55			1,555			1,297			—		—			55		1,352
Non-cash amortization included in property operating expenses ⁽³⁾	199			—			—			—			199			199			—		—			—		199
Same property cash basis NOI ⁽⁴⁾	$	63,909		$	63,990		$	20,450		$	4,539		$	152,888		$	62,401		$	62,882	$	22,843		$	4,377	$	152,503
Same property cash basis NOI change	2.4		%	1.8		%	(10.5		)%	3.7		%	0.3		%

(1)		See above for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount. For a definition of NOI and Cash Basis NOI, a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures, please see footnote 1 to the table included on page 7.
(2)		Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
(3)		SNH recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price SNH paid for its investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses.
(4)		Consists of properties owned continuously and properties owned and managed continuously by the same operator since July 1, 2017 and includes SNH's MOB (two buildings) that is owned in a joint venture arrangement and excludes properties classified as held for sale, if any.


SENIOR HOUSING PROPERTIES 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, 2018															For the Nine Months Ended September 30, 2017
Calculation of NOI and Cash Basis NOI:	MOBs			Triple Net Leased Senior Living Communities			Managed Senior Living Communities			Non- Segment ⁽²⁾			Total			MOBs			Triple Net Leased Senior Living Communities		Managed Senior Living Communities			Non- Segment ⁽²⁾		Total
Rental income / residents fees and services	$	309,497		$	198,626		$	309,981		$	13,838		$	831,942		$	285,413		$	202,340	$	294,748		$	13,684	$	796,185
Property operating expenses	(94,773		)	—			(239,368		)	—			(334,141		)	(83,980		)	—		(224,670		)	—		(308,650		)
Property net operating income (NOI)	$	214,724		$	198,626		$	70,613		$	13,838		$	497,801		$	201,433		$	202,340	$	70,078		$	13,684	$	487,535
NOI change	6.6		%	(1.8		)%	0.8		%	1.1		%	2.1		%

Property NOI	$	214,724		$	198,626		$	70,613		$	13,838		$	497,801		$	201,433		$	202,340	$	70,078		$	13,684	$	487,535
Less:
Non-cash straight line rent adjustments	6,486			1,722			—			299			8,507			7,769			2,304		—			412		10,485
Lease value amortization	4,124			—			—			166			4,290			3,797			—		—			166		3,963
Non-cash amortization included in property operating expenses⁽³⁾	597			—			—			—			597			598			—		—			—		598
Cash Basis NOI	$	203,517		$	196,904		$	70,613		$	13,373		$	484,407		$	189,269		$	200,036	$	70,078		$	13,106	$	472,489
Cash Basis NOI change	7.5		%	(1.6		)%	0.8		%	2.0		%	2.5		%

Reconciliation of NOI to Same Property NOI:
Property NOI	$	214,724		$	198,626		$	70,613		$	13,838		$	497,801		$	201,433		$	202,340	$	70,078		$	13,684	$	487,535
Less:
NOI not included in same property	14,733			5,371			4,066			—			24,170			1,155			12,223		(140		)	—		13,238
Same property NOI ⁽⁴⁾	$	199,991		$	193,255		$	66,547		$	13,838		$	473,631		$	200,278		$	190,117	$	70,218		$	13,684	$	474,297
Same property NOI change	(0.1		)%	1.7		%	(5.2		)%	1.1		%	(0.1		)%

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same property NOI ⁽⁴⁾	$	199,991		$	193,255		$	66,547		$	13,838		$	473,631		$	200,278		$	190,117	$	70,218		$	13,684	$	474,297
Less:
Non-cash straight line rent adjustments	5,505			1,691			—			299			7,495			7,656			2,185		—			412		10,253
Lease value amortization	4,299			—			—			166			4,465			3,805			—		—			166		3,971
Non-cash amortization included in property operating expenses⁽³⁾	598			—			—			—			598			598			—		—			—		598
Same property cash basis NOI⁽⁴⁾	$	189,589		$	191,564		$	66,547		$	13,373		$	461,073		$	188,219		$	187,932	$	70,218		$	13,106	$	459,475
Same property cash basis NOI change	0.7		%	1.9		%	(5.2		)%	2.0		%	0.3		%

(1)		See above for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount. For a definition of NOI and Cash Basis NOI, a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures, please see footnote 1 to the table included on page 7.
(2)		Includes the operating results of certain properties that offer wellness, fitness and spa services to members.
(3)		SNH recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price SNH paid for its investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses.
(4)		Consists of properties owned continuously and properties owned and managed continuously by the same operator since January 1, 2017 and includes SNH's MOB (two buildings) that is owned in a joint venture arrangement and excludes properties classified as held for sale, if any.


SENIOR HOUSING PROPERTIES TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands) (unaudited)

	September 30, 2018			December 31, 2017
ASSETS
Real estate properties	$	8,017,214		$	7,824,763
Accumulated depreciation	(1,607,602		)	(1,454,477		)
	6,409,612			6,370,286

Cash and cash equivalents	47,657			31,238
Restricted cash	108,335			16,083
Acquired real estate leases and other intangible assets, net	450,219			472,265
Other assets, net	437,621			404,147
Total assets	$	7,453,444		$	7,294,019

LIABILITIES AND EQUITY
Unsecured revolving credit facility	$	195,000		$	596,000
Unsecured term loans, net	548,080			547,460
Senior unsecured notes, net	2,215,900			1,725,662
Secured debt and capital leases, net	745,269			805,404
Accrued interest	34,727			17,987
Assumed real estate lease obligations, net	88,692			96,018
Other liabilities	231,296			228,300
Total liabilities	4,058,964			4,016,831

Total equity	3,394,480			3,277,188
Total liabilities and equity	$	7,453,444		$	7,294,019