EX-99.1 2 a991_dhcx123121xearningsre.htm EX-99.1 Document

Exhibit 99.1
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FOR IMMEDIATE RELEASE
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, MA (February 23, 2022):  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, 2021September 30, 2021December 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%
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Three Months Ended
December 31, 2021September 30, 2021ChangeDecember 31, 2020Change
Same Property Cash Basis NOI (dollars in thousands)
Office Portfolio$37,421$37,0840.9%$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 Occupancy73.1 %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

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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.

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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.

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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,
 2021202020212020
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 revenues336,731 384,909 1,383,212 1,632,026 
Expenses:
Property operating expenses 273,716 302,207 1,091,812 1,236,357 
Depreciation and amortization68,388 65,681 271,131 270,147 
General and administrative8,549 7,461 34,087 30,593 
Acquisition and certain other transaction related costs2,327 11 17,506 814 
Impairment of assets— 361 (174)106,972 
Total expenses352,980 375,721 1,414,362 1,644,883 
Gain on sale of properties461,434 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 expense367,164 (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.

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DIVERSIFIED HEALTHCARE TRUST
FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
(amounts in thousands, except per share data)
(unaudited)
Calculation of FFO and Normalized FFO Attributable to Common Shareholders(1):
Three Months Ended December 31,Year Ended December 31,
 2021202020212020
Net income (loss) attributable to common shareholders$365,585 $(16,228)$174,515 $(139,453)
Depreciation and amortization68,388 65,681 271,131 270,147 
Gain on sale of properties(461,434)(4,084)(492,272)(6,487)
Impairment of assets— 361 (174)106,972 
Losses (gains) on equity securities, net15,289 (19,565)42,232 (34,106)
FFO adjustments attributable to noncontrolling interest(4,763)(5,275)(20,584)(21,100)
Share of FFO from unconsolidated joint venture273 — 273 — 
Adjustments to reflect DHC's share of FFO attributable to an equity method investment(2,608)1,743 (6,017)839 
FFO attributable to common shareholders(19,270)22,633 (30,896)176,812 
Acquisition and certain other transaction related costs2,327 11 17,506 814 
Costs and payment obligations related to compliance assessment at one of DHC's senior living communities — (402)— 5,770 
Gain on lease termination— — — (22,896)
Loss on early extinguishment of debt— — 2,410 427 
Adjustments to reflect DHC's share of Normalized FFO attributable to an equity method investment448 12 3,074 9,187 
Normalized FFO attributable to common shareholders$(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.

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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,
2021202020212020
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 revenues336,731 384,909 1,383,212 1,632,026 
Property operating expenses (273,716)(302,207)(1,091,812)(1,236,357)
NOI63,015 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 interest1,173 1,308 5,411 5,146 
Net income (loss)366,758 (14,920)179,926 (134,307)
Income tax expense406 202 1,430 1,250 
Loss on early extinguishment of debt— — 2,410 427 
Gain on lease termination— — — (22,896)
Interest expense63,518 57,768 255,759 201,483 
Interest and other income(786)(10,213)(20,635)(18,221)
Losses (gains) on equity securities, net15,289 (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 costs2,327 11 17,506 814 
General and administrative8,549 7,461 34,087 30,593 
Depreciation and amortization68,388 65,681 271,131 270,147 
NOI63,015 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.


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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 PortfolioFor the Three Months Ended
Calculation of NOI and Cash Basis NOI:12/31/20219/30/20216/30/20213/31/202112/31/2020
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 income1,827 1,800 1,597 1,083 1,114 
   Lease value amortization included in rental income1,631 1,830 1,833 1,822 1,790 
   Non-cash amortization included in property operating expenses200 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 results18,630 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 income1,645 1,308 884 694 707 
   Lease value amortization included in rental income(178)(172)(170)(170)(203)
   Non-cash amortization included in property operating expenses119 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.


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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)
SHOPFor the Three Months Ended
Calculation of NOI and Cash Basis NOI:12/31/20219/30/20216/30/20213/31/202112/31/2020
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.


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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)
ConsolidatedFor the Three Months Ended
Calculation of NOI and Cash Basis NOI:12/31/20219/30/20216/30/20213/31/202112/31/2020
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 income2,042 1,679 1,321 804 3,040 
   Lease value amortization included in rental income1,648 1,848 1,849 1,866 1,846 
   Non-cash amortization included in property operating expenses200 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 results9,180 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 income1,860 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 expenses119 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.


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DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
 
December 31, 2021December 31, 2020
Assets  
Real estate properties$6,813,556 $7,410,730 
Accumulated depreciation(1,737,807)(1,694,901)
Total real estate properties, net5,075,749 5,715,829 
Investment in unconsolidated joint venture215,127 — 
Assets of properties held for sale— 112,437 
Cash and cash equivalents634,848 74,417 
Restricted cash382,097 16,432 
Acquired real estate leases and other intangible assets, net48,746 286,513 
Other assets, net266,947 270,796 
Total assets$6,623,514 $6,476,424 
Liabilities and Equity  
Revolving credit facility$800,000 $— 
Term loan, net— 199,049 
Senior unsecured notes, net2,806,811 2,608,189 
Secured debt and finance leases, net69,713 691,573 
Liabilities of properties held for sale— 3,525 
Accrued interest29,845 23,772 
Assumed real estate lease obligations, net2,556 67,830 
Other liabilities252,199 263,264 
Total liabilities3,961,124 3,857,202 
Total equity2,662,390 2,619,222 
Total liabilities and equity$6,623,514 $6,476,424 
 



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

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