Diversified Healthcare Trust Announces Fourth Quarter 2021 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.

Diversified Healthcare Trust Announces Fourth Quarter 2021 Results

Raised Over $1.0 Billion in Proceeds from Two Separate Joint Venture Transactions in December 2021 and January 2022

Completed Transition of 107 Senior Living Communities

Amended Revolving Credit Facility to Provide Covenant Relief through December 2022 and Extended Maturity through January 2024

1.35 Million Square Feet of Leasing Activity at Over 6% Higher Rents During Fourth Quarter

NEWTON, Mass.--(BUSINESS WIRE)-- Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended December 31, 2021.

“We are pleased with the progress made in the fourth quarter in our SHOP segment and with our enhanced liquidity as we enter 2022,” stated Jennifer Francis, President and Chief Executive Officer of Diversified Healthcare Trust. “During 2021, we focused on the foundational work necessary to position our portfolio for a successful transition out of the global pandemic. We completed the transition of 107 senior living communities to new operators and continued to invest capital to improve or reposition many of our communities. We recapitalized our joint venture that owns a two building life science complex in Boston’s Seaport district and ended the quarter with over $1 billion of cash on our balance sheet. Subsequent to year-end we received an additional $653 million of cash following the completion of an additional joint venture for 10 properties that were a part of our Office Portfolio. As a result, we believe we are well-capitalized to continue investing in our portfolio, reduce leverage, and maintain liquidity as our portfolio recovers.”

Quarterly Results :

Reported net income attributable to common shareholders of $365.6 million, or $1.54 per share.
Reported normalized funds from operations, or Normalized FFO, attributable to common shareholders of $(16.5) million, or $(0.07) per share.
Recorded a gain on sale of properties of $461.4 million, or $1.94 per share, from DHC's sale of equity interest in its existing joint venture to another third party institutional investor.

	As of and For the Three Months Ended
	December 31, 2021	September 30, 2021	December 31, 2020
Occupancy
Office Portfolio (period end)	91.3%	91.3%	91.4%
SHOP (average day for period)	72.5%	71.3%	72.2%

Same Property Occupancy
Office Portfolio (period end)	92.7%	91.9%	93.2%
SHOP (average day for period)	74.1%	73.4%	75.6%

	Three Months Ended
	December 31, 2021	September 30, 2021	Change	December 31, 2020	Change
Same Property Cash Basis NOI (dollars in thousands)
Office Portfolio	$37,421	$37,084	0.9%	$37,683	(0.7)%
SHOP	$2,744	$7,480	(63.3)%	$15,651	(82.5)%
Total Consolidated Same Property Cash Basis NOI	$52,017	$54,550	(4.6)%	$62,555	(16.8)%

Reconciliations of net income (loss) attributable to common shareholders determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, attributable to common shareholders and Normalized FFO attributable to common shareholders for the quarters ended December 31, 2021 and 2020 appear later in this press release. Reconciliations of net income (loss) attributable to common shareholders determined in accordance with GAAP to net operating income, or NOI, and Cash Basis NOI, and a reconciliation of NOI to same property NOI and a calculation of same property Cash Basis NOI, for the quarters ended December 31, 2021, September 30, 2021 and December 31, 2020, as applicable, also appear later in this press release.

Office Portfolio Segment:

Same property Cash Basis NOI decreased compared to the fourth quarter of 2020 primarily resulting from lease expirations at certain of DHC's comparable properties, partially offset by increases in parking income.
DHC entered into new and renewal leases for an aggregate of 1,352,274 rentable square feet at weighted average rents that were 6.7% higher than prior rents for the same space.

SHOP Segment:

Same property Cash Basis NOI decreased compared to the fourth quarter of 2020, primarily resulting from decreases in occupancy related to the COVID-19 pandemic, partially offset by decreases in operating expenses due to decreases in occupancies.
Recent same property occupancy rates in DHC's senior housing operating portfolio, or SHOP, segment consisting of 120 communities are as follows:

	2021
	Jan		Feb		Mar		Apr		May		Jun		Jul		Aug		Sep		Oct		Nov		Dec
SHOP Same Property Average Occupancy	73.1	%	72.4	%	72.6	%	72.6	%	73.2	%	72.8	%	72.9	%	73.4	%	73.8	%	73.9	%	74.2	%	74.1	%
Sequential Occupancy Change			(0.7	)	0.2		—		0.6		(0.4	)	0.1		0.5		0.4		0.1		0.3		(0.1	)

Management Transition Completion:

As of December 31, 2021, DHC completed the transition of 107 senior living communities to 10 new third party managers. These management transitions were completed as part of the previously announced agreement between DHC and Five Star Senior Living, or Five Star, to transition 108 communities from Five Star to other third party managers. DHC has closed and is assessing opportunities to redevelop the one remaining community located in Delaware. Five Star is a division of AlerisLife Inc. (Nasdaq: ALR) (f/k/a Five Star Senior Living Inc.), or AlerisLife. Five Star continues to manage 120 of DHC's senior living communities, which are included in DHC's SHOP segment.

Joint Ventures:

In December 2021, DHC sold a 35% equity interest from its 55% equity interest in its existing joint venture for a property located in Boston, MA, to an unrelated third party global institutional investor for approximately $378.0 million, and DHC retained a 20% equity interest in the joint venture. Effective upon the closing of the sale, the results of operations of the joint venture are no longer consolidated into DHC's financial results, including the $620.0 million of secured debt on the property, and DHC's remaining 20% equity interest in the joint venture is accounted for as an unconsolidated joint venture interest.
In January 2022, DHC entered into a new joint venture for 10 properties it owned in its Office Portfolio segment with two unrelated third party global institutional investors and received cash proceeds of $653.3 million. The investors acquired a combined 80% equity interest in the joint venture for an aggregate purchase price of $196.7 million, and DHC retained a 20% equity interest in the joint venture. The purchase price was based upon a property valuation of approximately $702.5 million, less approximately $456.6 million of secured debt on the properties incurred by the joint venture.

Liquidity and Financing Activities:

In October 2021, DHC exercised its option to extend the maturity date of its revolving credit facility by one year to January 2023.
As of December 31, 2021, DHC had approximately $1.0 billion of cash and cash equivalents and restricted cash.
As of December 31, 2021, DHC's ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under DHC's revolving credit facility and its public debt covenants, as the effects of the COVID-19 pandemic continued to adversely impact DHC's operations. DHC is currently unable to incur additional debt because this ratio is below 1.5x on a pro forma basis.
In February 2022, DHC and its lenders amended the agreement governing its revolving credit facility to, among other things, extend the waiver of the fixed charge coverage ratio covenant through December 31, 2022 and reduce the facility commitments to $700.0 million, and DHC also exercised its option to extend the maturity date of the revolving credit facility through January 2024.

Conference Call:

At 10:00 a.m. Eastern Time tomorrow morning, President and Chief Executive Officer, Jennifer Francis, and Chief Financial Officer and Treasurer, Richard Siedel, will host a conference call to discuss DHC's fourth quarter 2021 financial results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Thursday, March 3, 2022. To access the replay, dial (412) 317-0088. The replay pass code is 7120244.

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

Supplemental Data:

A copy of DHC's Fourth Quarter 2021 Supplemental Operating and Financial Data is available for download at DHC's website, www.dhcreit.com. DHC's website is not incorporated as part of this press release.

DHC is a real estate investment trust, or REIT, focused on owning high-quality healthcare properties located throughout the United States. DHC seeks diversification across the health services spectrum: by care delivery and practice type, by scientific research disciplines, and by property type and location. As of December 31, 2021, DHC’s more than $7 billion portfolio included 390 properties in 36 states and Washington, D.C., occupied by almost 600 tenants, and totaling approximately 10 million square feet of life science and medical office properties and approximately 28,000 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with more than $33 billion in assets under management as of December 31, 2021 and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. To learn more about DHC, visit www.dhcreit.com.

Non-GAAP Financial Measures:

DHC presents certain "non-GAAP financial measures" within the meaning of applicable rules of the Securities and Exchange Commission, or SEC, including FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI for the three months and years ended December 31, 2021 and 2020, as well as certain of these measures for the prior three quarters. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of DHC's operating performance or as measures of DHC's liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in DHC's consolidated statements of income (loss). DHC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. DHC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of DHC's operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of DHC's properties.

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

DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
Revenues:
Rental income	$	102,034		$	106,272		$	408,589		$	427,215
Residents fees and services		234,697			278,637			974,623			1,204,811
Total revenues		336,731			384,909			1,383,212			1,632,026

Expenses:
Property operating expenses		273,716			302,207			1,091,812			1,236,357
Depreciation and amortization		68,388			65,681			271,131			270,147
General and administrative		8,549			7,461			34,087			30,593
Acquisition and certain other transaction related costs		2,327			11			17,506			814
Impairment of assets		—			361			(174	)		106,972
Total expenses		352,980			375,721			1,414,362			1,644,883

Gain on sale of properties		461,434			4,084			492,272			6,487
Gains and losses on equity securities, net		(15,289	)		19,565			(42,232	)		34,106
Interest and other income ⁽¹⁾		786			10,213			20,635			18,221
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $3,631, $2,448, $13,408 and $8,022, respectively)		(63,518	)		(57,768	)		(255,759	)		(201,483	)
Gain on lease termination		—			—			—			22,896
Loss on early extinguishment of debt		—			—			(2,410	)		(427	)
Income (loss) from continuing operations before income tax expense		367,164			(14,718	)		181,356			(133,057	)
Income tax expense		(406	)		(202	)		(1,430	)		(1,250	)
Net income (loss)		366,758			(14,920	)		179,926			(134,307	)
Net income attributable to noncontrolling interest		(1,173	)		(1,308	)		(5,411	)		(5,146	)
Net income (loss) attributable to common shareholders	$	365,585		$	(16,228	)	$	174,515		$	(139,453	)

Weighted average common shares outstanding (basic)		238,149			237,834			237,967			237,739
Weighted average common shares outstanding (diluted)		238,149			237,834			237,967			237,739

Per common share amounts (basic and diluted):
Net income (loss) attributable to common shareholders	$	1.54		$	(0.07	)	$	0.73		$	(0.59	)

(1)

DHC recognized funds received under the Coronavirus Aid, Relief, and Economic Security Act of $587 and $10,139 during the three months ended December 31, 2021 and 2020, respectively, and $19,554 and $17,485 during the years ended December 31, 2021 and 2020, respectively.

DIVERSIFIED HEALTHCARE TRUST
FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
(amounts in thousands, except per share data)
(unaudited)

Calculation of FFO and Normalized FFO Attributable to Common Shareholders⁽¹⁾:

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
Net income (loss) attributable to common shareholders	$	365,585		$	(16,228	)	$	174,515		$	(139,453	)
Depreciation and amortization		68,388			65,681			271,131			270,147
Gain on sale of properties		(461,434	)		(4,084	)		(492,272	)		(6,487	)
Impairment of assets		—			361			(174	)		106,972
Losses (gains) on equity securities, net		15,289			(19,565	)		42,232			(34,106	)
FFO adjustments attributable to noncontrolling interest		(4,763	)		(5,275	)		(20,584	)		(21,100	)
Share of FFO from unconsolidated joint venture		273			—			273			—
Adjustments to reflect DHC's share of FFO attributable to an equity method investment		(2,608	)		1,743			(6,017	)		839
FFO attributable to common shareholders		(19,270	)		22,633			(30,896	)		176,812

Acquisition and certain other transaction related costs		2,327			11			17,506			814
Costs and payment obligations related to compliance assessment at one of DHC's senior living communities		—			(402	)		—			5,770
Gain on lease termination		—			—			—			(22,896	)
Loss on early extinguishment of debt		—			—			2,410			427
Adjustments to reflect DHC's share of Normalized FFO attributable to an equity method investment		448			12			3,074			9,187
Normalized FFO attributable to common shareholders	$	(16,495	)	$	22,254		$	(7,906	)	$	170,114

Weighted average common shares outstanding (basic)		238,149			237,834			237,967			237,739
Weighted average common shares outstanding (diluted)		238,149			237,834			237,967			237,739

Per common share data (basic and diluted):
Net income (loss) attributable to common shareholders	$	1.54		$	(0.07	)	$	0.73		$	(0.59	)
FFO attributable to common shareholders	$	(0.08	)	$	0.10		$	(0.13	)	$	0.74
Normalized FFO attributable to common shareholders	$	(0.07	)	$	0.09		$	(0.03	)	$	0.72
Distributions declared	$	0.01		$	0.01		$	0.04		$	0.18

(1)

DHC calculates FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown above. FFO attributable to common shareholders is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, equity in earnings of an unconsolidated joint venture, loss on impairment of real estate assets, gains or losses on equity securities, net, if any, including adjustments to reflect DHC's proportionate share of FFO of DHC's equity method investment in AlerisLife and DHC's proportionate share of FFO from its unconsolidated joint venture, plus real estate depreciation and amortization of consolidated properties and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to DHC. In calculating Normalized FFO attributable to common shareholders, DHC adjusts for the items shown above, including similar adjustments for DHC's unconsolidated joint venture, if any. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by DHC's Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to, requirements to maintain DHC's qualification for taxation as a REIT, limitations in the agreements governing DHC's debt, the availability to DHC of debt and equity capital, DHC's expectation of its future capital requirements and operating performance, and DHC's expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than DHC does.

DIVERSIFIED HEALTHCARE TRUST
CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI ⁽¹⁾
(dollars in thousands)
(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
Calculation of NOI and Cash Basis NOI:
Revenues:
Rental income	$	102,034		$	106,272		$	408,589		$	427,215
Residents fees and services		234,697			278,637			974,623			1,204,811
Total revenues		336,731			384,909			1,383,212			1,632,026
Property operating expenses		(273,716	)		(302,207	)		(1,091,812	)		(1,236,357	)
NOI		63,015			82,702			291,400			395,669
Non-cash straight line rent adjustments included in rental income		(2,042	)		(3,040	)		(5,846	)		(6,069	)
Lease value amortization included in rental income		(1,648	)		(1,846	)		(7,211	)		(7,405	)
Non-cash amortization included in property operating expenses		(200	)		(200	)		(797	)		(797	)
Cash Basis NOI	$	59,125		$	77,616		$	277,546		$	381,398

Reconciliation of Net Income (Loss) Attributable to Common Shareholders to NOI and Cash Basis NOI:
Net income (loss) attributable to common shareholders	$	365,585		$	(16,228	)	$	174,515		$	(139,453	)
Net income attributable to noncontrolling interest		1,173			1,308			5,411			5,146
Net income (loss)		366,758			(14,920	)		179,926			(134,307	)
Income tax expense		406			202			1,430			1,250
Loss on early extinguishment of debt		—			—			2,410			427
Gain on lease termination		—			—			—			(22,896	)
Interest expense		63,518			57,768			255,759			201,483
Interest and other income		(786	)		(10,213	)		(20,635	)		(18,221	)
Losses (gains) on equity securities, net		15,289			(19,565	)		42,232			(34,106	)
Gain on sale of properties		(461,434	)		(4,084	)		(492,272	)		(6,487	)
Impairment of assets		—			361			(174	)		106,972
Acquisition and certain other transaction related costs		2,327			11			17,506			814
General and administrative		8,549			7,461			34,087			30,593
Depreciation and amortization		68,388			65,681			271,131			270,147
NOI		63,015			82,702			291,400			395,669

Non-cash straight line rent adjustments included in rental income		(2,042	)		(3,040	)		(5,846	)		(6,069	)
Lease value amortization included in rental income		(1,648	)		(1,846	)		(7,211	)		(7,405	)
Non-cash amortization included in property operating expenses		(200	)		(200	)		(797	)		(797	)
Cash Basis NOI	$	59,125		$	77,616		$	277,546		$	381,398

(1)

The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) attributable to common shareholders in order to provide results that are more closely related to DHC's property level results of operations. DHC calculates NOI and Cash Basis NOI as shown above and same property NOI and same property Cash Basis NOI as shown below. DHC defines NOI as income from its real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that DHC records as depreciation and amortization. DHC defines Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash amortization included in property operating expenses. DHC calculates same property NOI and same property Cash Basis NOI in the same manner that it calculates the corresponding NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating same property NOI and same property Cash Basis NOI. DHC uses NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than DHC does.

DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ⁽¹⁾
(dollars in thousands)
(unaudited)

Office Portfolio	For the Three Months Ended
Calculation of NOI and Cash Basis NOI:	12/31/2021			9/30/2021			6/30/2021			3/31/2021			12/31/2020
Rental income	$	89,950		$	91,520		$	92,804		$	93,323		$	94,850
Property operating expenses		(32,313	)		(32,386	)		(31,321	)		(31,293	)		(32,709	)
NOI	$	57,637		$	59,134		$	61,483		$	62,030		$	62,141

NOI	$	57,637		$	59,134		$	61,483		$	62,030		$	62,141
Less:
Non-cash straight line rent adjustments included in rental income		1,827			1,800			1,597			1,083			1,114
Lease value amortization included in rental income		1,631			1,830			1,833			1,822			1,790
Non-cash amortization included in property operating expenses		200			199			199			199			200
Cash Basis NOI	$	53,979		$	55,305		$	57,854		$	58,926		$	59,037

Reconciliation of NOI to Same Property NOI:
NOI	$	57,637		$	59,134		$	61,483		$	62,030		$	62,141
Less:
NOI of properties not included in same property results		18,630			20,795			22,104			22,995			23,838
Same Property NOI⁽²⁾	$	39,007		$	38,339		$	39,379		$	39,035		$	38,303

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same Property NOI⁽²⁾	$	39,007		$	38,339		$	39,379		$	39,035		$	38,303
Less:
Non-cash straight line rent adjustments included in rental income		1,645			1,308			884			694			707
Lease value amortization included in rental income		(178	)		(172	)		(170	)		(170	)		(203	)
Non-cash amortization included in property operating expenses		119			119			119			118			116
Same Property Cash Basis NOI⁽²⁾	$	37,421		$	37,084		$	38,546		$	38,393		$	37,683

(1)		See page 7 for the calculation of NOI and a reconciliation of net income (loss) attributable to common shareholders determined in accordance with GAAP to that amount. See footnote 1 on page 7 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 4 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)		Consists of properties owned and in service continuously since October 1, 2020; excludes properties classified as held for sale or out of service undergoing redevelopment, if any, and a life science property owned by an unconsolidated joint venture in which DHC owns a 20% equity interest.

DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ⁽¹⁾
(dollars in thousands)
(unaudited)

SHOP	For the Three Months Ended
Calculation of NOI and Cash Basis NOI:	12/31/2021			9/30/2021			6/30/2021			3/31/2021			12/31/2020
Residents fees and services	$	234,697		$	236,013		$	243,947		$	259,966		$	278,637
Property operating expenses		(241,403	)		(233,687	)		(233,311	)		(256,098	)		(269,498	)
NOI / Cash Basis NOI	$	(6,706	)	$	2,326		$	10,636		$	3,868		$	9,139

Reconciliation of NOI / Cash Basis NOI to Same Property NOI / Same Property Cash Basis NOI:
NOI / Cash Basis NOI	$	(6,706	)	$	2,326		$	10,636		$	3,868		$	9,139
Less:
NOI / Cash Basis NOI of properties not included in same property results		(9,450	)		(5,154	)		(1,873	)		(6,673	)		(6,512	)
Same Property NOI / Same Property Cash Basis NOI⁽²⁾	$	2,744		$	7,480		$	12,509		$	10,541		$	15,651

(1)		See page 7 for the calculation of NOI and a reconciliation of net income (loss) attributable to common shareholders determined in accordance with GAAP to that amount. See footnote 1 on page 7 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 4 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)		Consists of properties owned and which have been operated by the same operator continuously since October 1, 2020; excludes properties classified as held for sale or closed, if any.

DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI ⁽¹⁾
(dollars in thousands)
(unaudited)

Consolidated	For the Three Months Ended
Calculation of NOI and Cash Basis NOI:	12/31/2021			9/30/2021			6/30/2021			3/31/2021			12/31/2020
Rental income / residents fees and services	$	336,731		$	337,416		$	346,341		$	362,724		$	384,909
Property operating expenses		(273,716	)		(266,073	)		(264,632	)		(287,391	)		(302,207	)
NOI	$	63,015		$	71,343		$	81,709		$	75,333		$	82,702

NOI	$	63,015		$	71,343		$	81,709		$	75,333		$	82,702
Less:
Non-cash straight line rent adjustments included in rental income		2,042			1,679			1,321			804			3,040
Lease value amortization included in rental income		1,648			1,848			1,849			1,866			1,846
Non-cash amortization included in property operating expenses		200			199			199			199			200
Cash Basis NOI	$	59,125		$	67,617		$	78,340		$	72,464		$	77,616

Reconciliation of NOI to Same Property NOI:
NOI	$	63,015		$	71,343		$	81,709		$	75,333		$	82,702
Less:
NOI of properties not included in same property results		9,180			15,641			20,231			16,322			17,544
Same Property NOI⁽²⁾	$	53,835		$	55,702		$	61,478		$	59,011		$	65,158

Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same Property NOI⁽²⁾	$	53,835		$	55,702		$	61,478		$	59,011		$	65,158
Less:
Non-cash straight line rent adjustments included in rental income		1,860			1,187			608			415			2,635
Lease value amortization included in rental income		(161	)		(154	)		(154	)		(126	)		(148	)
Non-cash amortization included in property operating expenses		119			119			119			118			116
Same Property Cash Basis NOI⁽²⁾	$	52,017		$	54,550		$	60,905		$	58,604		$	62,555

(1)		See page 7 for the calculation of NOI and a reconciliation of net income (loss) attributable to common shareholders determined in accordance with GAAP to that amount. See footnote 1 on page 7 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 4 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)		Consists of properties owned, in service and operated by the same operator continuously since October 1, 2020; excludes properties classified as held for sale, closed or out of service undergoing redevelopment, if any, and a life science property owned by an unconsolidated joint venture in which DHC owns a 20% equity interest.

DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)

	December 31, 2021			December 31, 2020
Assets
Real estate properties	$	6,813,556		$	7,410,730
Accumulated depreciation		(1,737,807	)		(1,694,901	)
Total real estate properties, net		5,075,749			5,715,829

Investment in unconsolidated joint venture		215,127			—
Assets of properties held for sale		—			112,437
Cash and cash equivalents		634,848			74,417
Restricted cash		382,097			16,432
Acquired real estate leases and other intangible assets, net		48,746			286,513
Other assets, net		266,947			270,796
Total assets	$	6,623,514		$	6,476,424

Liabilities and Equity
Revolving credit facility	$	800,000		$	—
Term loan, net		—			199,049
Senior unsecured notes, net		2,806,811			2,608,189
Secured debt and finance leases, net		69,713			691,573
Liabilities of properties held for sale		—			3,525
Accrued interest		29,845			23,772
Assumed real estate lease obligations, net		2,556			67,830
Other liabilities		252,199			263,264
Total liabilities		3,961,124			3,857,202

Total equity		2,662,390			2,619,222
Total liabilities and equity	$	6,623,514		$	6,476,424

Warning Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, DHC is making forward-looking statements. These forward-looking statements are based upon DHC's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by DHC's forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond DHC's control. For example,

Ms. Francis's statements regarding DHC's progress in its SHOP segment may imply that DHC's senior living communities will realize increased operating results and returns from its SHOP segment. However, DHC may not realize these increases,
Ms. Francis states that DHC focused on the foundational work necessary to position its portfolio for a successful transition out of the global pandemic and notes certain transactions as examples, including DHC's transition of 107 of its senior living communities to new operators, continued investment of capital to improve or reposition many of its communities, recapitalization of an existing joint venture and completion of an additional joint venture. These statements may imply that DHC's operating results and financial position will improve as a result of these transactions. However, DHC's business is subject to various risks, including risks outside its control. As a result, DHC may not realize the benefits it expects from these efforts and transactions,
Ms. Francis states that, with over $1 billion of cash, DHC believes it is well-capitalized to continue investing in its portfolio, reduce leverage and maintain liquidity as its portfolio recovers. This may imply that DHC will be able to sustain sufficient liquidity and its portfolio will recover from current levels. However, if the duration and severity of the COVID-19 pandemic and its impacts on DHC and its managers and tenants significantly worsen for a sustained period, DHC may be required to utilize all or a significant portion of its cash and cash equivalents to fund its business and operations, which may reduce or eliminate the financial flexibility DHC believes it has achieved,
Although DHC has obtained a waiver from compliance with certain financial covenants under its credit agreement through December 31, 2022, if DHC's operating results and financial condition are further adversely impacted by the COVID-19 pandemic or fail to sufficiently improve, it may fail to comply with the terms of the waiver and other requirements under its credit agreement, and DHC may also fail to satisfy certain financial requirements under the agreements governing its public debt. For example, DHC's ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under its revolving credit facility and its public debt covenants as of December 31, 2021, and DHC cannot be certain how long this ratio will remain below 1.5x. DHC is currently unable to incur additional debt because this ratio is below 1.5x on a pro forma basis, but is not required to repay outstanding debt as a result of failure to comply with this requirement. DHC is currently fully drawn under its revolving credit facility and could also be required to repay its outstanding debt as a result of non-compliance with certain other requirements of its credit agreement or the agreements governing its public debt. DHC may therefore experience future liquidity constraints, as it is currently unable to incur additional debt under its credit agreement or otherwise for failure to comply with the requirements of its credit agreement or the agreements governing its public debt, and DHC will be limited to its cash on hand or be forced to raise additional sources of capital or take other measures to repay its debt or maintain adequate liquidity, and
DHC may not be successful in redeveloping the senior living community formerly managed by Five Star and recently closed, and any redevelopment DHC may pursue may not achieve anticipated results.

The information contained in DHC's filings with the SEC, including under “Risk Factors” in DHC's periodic reports, or incorporated therein, identifies important factors that could cause DHC's actual results to differ materially from those stated in or implied by DHC's forward-looking statements. DHC's filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220223006235/en/

Michael Kodesch, Director, Investor Relations
(617) 796-8234
www.dhcreit.com

Source: Diversified Healthcare Trust

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Diversified Healthcare Trust Announces Fourth Quarter 2021 Results