Diversified Healthcare Trust First Quarter 2024 Financial Results and Supplemental Information May 6, 2024 The Horizon Club 1208 South Military Trail Deerfield Beach, FL Exhibit 99.2
Q1 2024 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces First Quarter 2024 Financial Results .............................................................................................. 3 First Quarter 2024 Highlights .................................................................................................................................................................................. 4 First Quarter 2024 Results ....................................................................................................................................................................................... 5 FINANCIALS Key Financial Data ..................................................................................................................................................................................................... 6 Condensed Consolidated Balance Sheets ............................................................................................................................................................ 7 Condensed Consolidated Statements of Income (Loss) .................................................................................................................................... 8 Condensed Consolidated Statements of Income (Loss) (Additional Data) ..................................................................................................... 9 DEBT AND LEVERAGE Debt Summary ........................................................................................................................................................................................................... 10 Debt Maturity Schedule ........................................................................................................................................................................................... 11 Leverage Ratios, Coverage Ratios and Bond Covenants ................................................................................................................................... 12 INVESTMENTS Summary of Capital Expenditures .......................................................................................................................................................................... 13 Redevelopment Information .................................................................................................................................................................................... 14 Property Acquisitions / Dispositions Information Since January 1, 2024 ....................................................................................................... 15 Investments in Unconsolidated Joint Ventures .................................................................................................................................................... 16 PORTFOLIO INFORMATION Portfolio Summary by Geographic Diversification and Property Type ........................................................................................................... 18 Portfolio Summary ..................................................................................................................................................................................................... 19 SHOP Units by Operator .......................................................................................................................................................................................... 20 Medical Office and Life Science Portfolio and Same Property - Results of Operations .............................................................................. 21 SHOP Segment and Same Property - Results of Operations ............................................................................................................................ 23 SHOP Segment - Five Star and Other Operator Managed Communities Results of Operations .............................................................. 24 Portfolio Leasing Summary ...................................................................................................................................................................................... 25 Tenants Representing 1% or More of Total Annualized Rental Income ......................................................................................................... 26 Medical Office and Life Science Portfolio Lease Expiration Schedule ............................................................................................................ 27 Non-Segment Lease Expiration Schedule ............................................................................................................................................................. 28 APPENDIX Company Profile and Research Coverage ............................................................................................................................................................ 29 Governance Information........................................................................................................................................................................................... 30 Calculation and Reconciliation of NOI and Cash Basis NOI .............................................................................................................................. 31 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ....... 32 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre ............................................................................................ 33 Calculation and Reconciliation of FFO and Normalized FFO ............................................................................................................................ 34 Non-GAAP Financial Measures and Certain Definitions .................................................................................................................................... 35 WARNING CONCERNING FORWARD-LOOKING STATEMENTS ........................................................................................................................................................................ 40 Table of Contents All amounts in this presentation are unaudited. Please refer to Non-GAAP Financial Measures and Certain Definitions for terms used throughout this document. Trading Symbols: Common Shares: DHC Senior Unsecured Notes due 2042: DHCNI Senior Unsecured Notes due 2046: DHCNL Investor Relations Contact: Kevin Brady, Director (617) 796-8234 ir@dhcreit.com Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634
Q1 2024 3 "First quarter results were highlighted by a 9.5% year over year increase in same property cash basis NOI and ongoing progress within our SHOP segment. Our year over year SHOP results reflect a 200 basis point occupancy increase, supporting NOI growth of 43% and a related 180 basis point margin expansion. Within our Medical Office and Life Science Portfolio, we achieved 11% rent growth for signed leases during the quarter, which marks our third consecutive quarter of double digit rent growth, further demonstrating strength within these sectors. Looking ahead, the guidance we provided on our fourth quarter 2023 earnings call remains unchanged as we continue to advance key initiatives to further strengthen our capital and liquidity position and drive performance across our portfolio." Christopher Bilotto, President and Chief Executive Officer Diversified Healthcare Trust Announces First Quarter 2024 Financial Results RETURN TO TABLE OF CONTENTS Newton, MA (May 6, 2024): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended March 31, 2024. Distribution On April 11, 2024, DHC declared a quarterly distribution on its common shares of $0.01 per share to shareholders of record as of the close of business on April 22, 2024. This distribution will be paid on or about May 16, 2024. Conference Call A conference call to discuss DHC's first quarter 2024 financial results will be held on Tuesday, May 7, 2024 at 10:00 a.m. Eastern Time. The conference call may be accessed by dialing (877) 329-4297 or (412) 317-5435 (if calling from outside the United States and Canada); a pass code is not required. A replay will be available for one week by dialing (877) 344-7529; the replay pass code is 8367577. A live audio webcast of the conference call will also be available in a listen-only mode on DHC's website, at www.dhcreit.com. The archived webcast will be available for replay on DHC's website after the call. The transcription, recording and retransmission in any way of DHC's first quarter conference call are strictly prohibited without the prior written consent of DHC. About Diversified Healthcare Trust 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 March 31, 2024, DHC’s approximately $7.2 billion portfolio included 371 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 8.5 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $41 billion in assets under management as of March 31, 2024 and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. DHC is headquartered in Newton, MA. For more information, visit www.dhcreit.com.
Q1 2024 4 Financial Results First Quarter 2024 Highlights RETURN TO TABLE OF CONTENTS Operating Update Liquidity, Financing and Investing Activities • Net loss of $86.3 million, or $0.36 per share. • Normalized FFO of $3.5 million, or $0.01 per share. • Leased 100,916 square feet in DHC's Medical Office and Life Science Portfolio at weighted average rents that were 11.5% higher than prior rents for the same space. • Renewed 129,600 square feet in DHC's triple net leased wellness center portfolio at rates that were 7.5% higher than prior rents for the same space. • Year over year first quarter SHOP occupancy increased 200 basis points to 78.9% and average monthly rates increased by 6.8%, resulting in a 10.2% increase in SHOP revenues. • As of March 31, 2024, DHC had approximately $208.2 million of cash and cash equivalents and restricted cash. • DHC sold one property for $3.6 million. • On February 16, 2024, DHC acquired approximately 34.0% of the outstanding AlerisLife common shares from ABP Trust for $1.31 per share, or $14.9 million in aggregate. Same Property Cash Basis NOI For the Three Months Ended (dollars in thousands) March 31, 2024 December 31, 2023 Change March 31, 2023 Change Medical Office and Life Science Portfolio $ 30,640 $ 31,072 (1.4) % $ 31,783 (3.6) % SHOP $ 25,291 $ 16,725 51.2 % $ 17,611 43.6 % Consolidated $ 63,566 $ 58,258 9.1 % $ 58,059 9.5 %
Q1 2024 5 First Quarter 2024 Results RETURN TO TABLE OF CONTENTS For the Three Months Ended Financial Results March 31, 2024 December 31, 2023 Change March 31, 2023 Change Net loss $ (86,259) $ (102,564) 15.9 % $ (52,658) (63.8) % Net loss per share $ (0.36) $ (0.43) 16.3 % $ (0.22) (63.6) % Normalized FFO $ 3,523 $ 8,079 (56.4) % $ 12,512 (71.8) % Normalized FFO per share $ 0.01 $ 0.03 (66.7) % $ 0.05 (80.0) % Adjusted EBITDAre $ 64,060 $ 59,189 8.2 % $ 62,692 2.2 % As of and For the Three Months Ended March 31, 2024 December 31, 2023 Basis Point Change March 31, 2023 Basis Point Change Occupancy Medical Office and Life Science Portfolio 82.9% 86.9% (400) 85.1% (220) SHOP 78.9% 79.3% (40) 76.9% 200 Same Property Occupancy Medical Office and Life Science Portfolio 89.8% 92.7% (290) 92.9% (310) SHOP 79.0% 79.3% (30) 77.1% 190 (dollars in thousands, except per share data)
Q1 2024 6 Key Financial Data RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Selected Balance Sheet Data: Total gross assets $ 7,410,364 $ 7,466,979 $ 7,496,204 $ 7,493,885 $ 7,545,727 Total assets $ 5,348,037 $ 5,446,136 $ 5,530,256 $ 5,585,475 $ 5,666,730 Total liabilities $ 3,099,334 $ 3,109,245 $ 3,088,730 $ 3,076,086 $ 3,082,911 Total equity $ 2,248,703 $ 2,336,891 $ 2,441,526 $ 2,509,389 $ 2,583,819 Selected Income Statement Data: Total revenues $ 370,776 $ 361,535 $ 356,524 $ 346,219 $ 346,030 Net loss $ (86,259) $ (102,564) $ (65,779) $ (72,571) $ (52,658) NOI $ 63,172 $ 58,124 $ 58,092 $ 59,991 $ 59,950 Adjusted EBITDAre $ 64,060 $ 59,189 $ 58,809 $ 62,136 $ 62,692 FFO $ 2,588 $ 5,645 $ 4,670 $ 6,090 $ 9,768 Normalized FFO $ 3,523 $ 8,079 $ 8,346 $ 12,133 $ 12,512 Per Common Share Data (basic and diluted): Net loss $ (0.36) $ (0.43) $ (0.28) $ (0.30) $ (0.22) FFO $ 0.01 $ 0.02 $ 0.02 $ 0.03 $ 0.04 Normalized FFO $ 0.01 $ 0.03 $ 0.03 $ 0.05 $ 0.05 Dividends: Annualized dividend declared per common share $ 0.04 $ 0.04 $ 0.04 $ 0.04 $ 0.04 Annualized dividend yield (at end of period) 1.6 % 1.1 % 2.1 % 1.8 % 3.0 % Normalized FFO payout ratio 100.0 % 33.3 % 33.3 % 20.0 % 20.0 % (dollars in thousands, except per share data) The Forum at Deer Creek 3001 DC Country Club Blvd. Deerfield Beach, FL
Q1 2024 7 March 31, 2024 December 31, 2023 Assets Real estate properties: Land $ 641,481 $ 652,977 Buildings and improvements 6,129,767 6,165,490 Total real estate properties, gross 6,771,248 6,818,467 Accumulated depreciation (2,062,327) (2,020,843) Total real estate properties, net 4,708,921 4,797,624 Investments in unconsolidated joint ventures 130,299 129,916 Assets of properties held for sale 38,107 9,447 Cash and cash equivalents 207,123 245,939 Restricted cash 1,040 1,022 Equity method investment 15,740 — Acquired real estate leases and other intangible assets, net 31,723 33,948 Other assets, net 215,084 228,240 Total assets $ 5,348,037 $ 5,446,136 Liabilities and Shareholders' Equity Senior secured notes, net $ 751,890 $ 731,211 Senior unsecured notes, net 2,073,757 2,072,618 Secured debt and finance leases, net 12,197 13,020 Liabilities of properties held for sale 218 32 Accrued interest 23,751 22,847 Other liabilities 237,521 269,517 Total liabilities 3,099,334 3,109,245 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 240,393,722 and 240,423,898 shares issued and outstanding, respectively 2,404 2,405 Additional paid in capital 4,618,950 4,618,470 Cumulative net income 1,692,019 1,778,278 Cumulative other comprehensive loss (4) — Cumulative distributions (4,064,666) (4,062,262) Total shareholders' equity 2,248,703 2,336,891 Total liabilities and shareholders' equity $ 5,348,037 $ 5,446,136 Condensed Consolidated Balance Sheets (dollars in thousands, except share data) RETURN TO TABLE OF CONTENTS 2904 Orchard Parkway San Jose, CA
Q1 2024 8 For the Three Months Ended March 31, 2024 2023 Revenues: Rental income $ 62,650 $ 66,438 Residents fees and services 308,126 279,592 Total revenues 370,776 346,030 Expenses: Property operating expenses 307,604 286,080 Depreciation and amortization 70,133 64,800 General and administrative 7,568 5,873 Acquisition and certain other transaction related costs 86 93 Impairment of assets 12,142 5,925 Total expenses 397,533 362,771 (Loss) gain on sale of properties (5,874) 1,233 Gains and losses on equity securities, net — 8,126 Interest and other income 2,237 4,195 Interest expense (including net amortization of debt discounts, premiums and issuance costs of $24,863 and $2,074, respectively) (57,576) (47,780) Loss on modification or early extinguishment of debt — (1,075) Loss before income tax (expense) benefit and equity in net earnings (losses) of investees (87,970) (52,042) Income tax (expense) benefit (187) 31 Equity in net earnings (losses) of investees 1,898 (647) Net loss $ (86,259) $ (52,658) Weighted average common shares outstanding (basic and diluted) 239,193 238,589 Per common share data (basic and diluted): Net loss $ (0.36) $ (0.22) Condensed Consolidated Statements of Income (Loss) RETURN TO TABLE OF CONTENTS (amounts in thousands, except per share data) The Remington Club 16925 Hierba Drive San Diego, CA
Q1 2024 9 For the Three Months Ended March 31, 2024 2023 Additional Data: General and administrative expenses / total assets (at end of period) 0.1 % 0.1 % Business management incentive fees included in general and administrative expenses $ 849 $ — Non-cash straight line rent adjustments included in rental income $ 291 $ 2,448 Lease value amortization included in rental income $ (28) $ 311 Lease termination fees included in rental income $ 203 $ 304 Non-cash share based compensation $ 558 $ 269 Non-cash amortization included in property operating expenses $ 199 $ 199 Non-cash amortization included in general and administrative expenses $ 744 $ 744 Condensed Consolidated Statements of Income (Loss) (Additional Data) (dollars in thousands) RETURN TO TABLE OF CONTENTS Five Star Premier Residences of Reno 3201 Plumas Street Reno, NV
Q1 2024 10 Coupon Interest Principal Maturity Due at Years to Rate Rate Balance Date Maturity Maturity Unsecured Fixed Rate Debt: Senior unsecured notes due 2025 (1) (2) 9.750% 9.750% $ 500,000 6/15/2025 $ 500,000 1.2 Senior unsecured notes due 2028 4.750% 4.966% 500,000 2/15/2028 500,000 3.9 Senior unsecured notes due 2031 (2) 4.375% 4.375% 500,000 3/1/2031 500,000 6.9 Senior unsecured notes due 2042 5.625% 5.625% 350,000 8/1/2042 350,000 18.3 Senior unsecured notes due 2046 6.250% 6.250% 250,000 2/1/2046 250,000 21.9 Weighted average rate / total unsecured fixed rate debt 6.176% 6.227% 2,100,000 2,100,000 8.5 Secured Fixed Rate Debt: Senior secured notes due 2026 (2) (3) (4) (5) 0.000% 0.000% 940,534 1/15/2026 940,534 1.8 Finance leases - 2 properties 7.700% 7.700% 3,528 4/30/2026 155 2.1 Mortgage - secured by one property 6.444% 6.444% 8,669 7/6/2043 70 19.3 Weighted average rate / total secured fixed rate debt 0.087% 0.087% 952,731 940,759 0.2 Weighted average rate / total debt 4.275% 4.311% $ 3,052,731 $ 3,040,759 5.9 Debt Summary (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS As of March 31, 2024 (1) DHC has the option to redeem all or a portion of its senior unsecured notes due 2025 at any time at a set redemption price. As of March 31, 2024, the redemption price was equal to 102.438% of the principal amount to be redeemed. As of June 15, 2024, the redemption price will equal 100% of the principal amount to be redeemed. (2) As of March 31, 2024, all of DHC's senior unsecured notes due 2025 and senior unsecured notes due 2031 were fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of DHC's subsidiaries, except for certain excluded subsidiaries, and all of DHC's senior secured notes due 2026 were fully and unconditionally guaranteed, on a joint, several and senior secured basis, by certain of DHC's subsidiaries, and on a joint, several and unsecured basis, by DHC's other subsidiaries, except for certain excluded subsidiaries. The senior secured notes and the related guarantees on a senior secured basis are secured by a first priority lien and security interest in each of the collateral properties and 100% of the equity interests in each of the collateral guarantors. The notes and the guarantees (other than the senior secured notes and the related guarantees on a senior secured basis) are effectively subordinated to all of DHC's and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and the notes and the related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of DHC's subsidiaries that do not guarantee the notes. (3) No cash interest will accrue on these senior secured notes prior to maturity. The accreted value of these senior secured notes will increase at a rate of 11.25% per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value will equal the principal amount at maturity. (4) Summary information of the properties securing these senior notes are as follows as of March 31, 2024: • Properties: 95 (63 Medical Office/Life Science; 22 triple net leased senior living; 10 triple net leased wellness centers) • Sq. Ft. / Units: 5,788 sq. ft. / 1,529 units • Q1 2024 NOI: $26,452 • Gross book value of real estate assets: $1,602,294 • Occupancy (Medical Office and Life Science Portfolio): 90.1% • Rent coverage (triple net senior living and wellness centers): 1.54x • Weighted average lease term: 7.0 years (5) DHC has a one-time option to extend the maturity date of these senior secured notes by one year, to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee. If DHC exercises this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25% with increases of 50 basis points every 90 days these senior secured notes remain outstanding.
Q1 2024 11 $500,000 $500,000 $500,000 $600,000 $1,363 $1,971 $941,412 $280 $299 $319 $340 $363 $387 $5,997 Unsecured Fixed Rate Debt Secured Fixed Rate Debt 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 Debt Maturity Schedule (1) RETURN TO TABLE OF CONTENTS (dollars in thousands) As of March 31, 2024 (1) Includes $3,528 of finance lease obligations due through April 2026. (2) DHC has a one-time option to extend the maturity date of these senior secured notes by one year, to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee. If DHC exercises this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25% with increases of 50 basis points every 90 days these senior secured notes remain outstanding. (2)
Q1 2024 12 Leverage Ratios, Coverage Ratios and Bond Covenants RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Leverage Ratios: Net debt / total gross assets 38.4% 37.6% 33.8% 32.8% 32.4% Net debt / gross book value of real estate assets 39.5% 38.9% 35.3% 34.5% 34.4% Secured debt / total assets 17.8% 17.5% 8.4% 8.3% 8.5% Variable rate debt / net debt —% —% 17.7% 18.3% 18.4% Coverage Ratios: Net debt / annualized Adjusted EBITDAre 10.8x 12.3x 10.6x 9.8x 9.6x Adjusted EBITDAre / interest expense 1.1x 1.2x 1.2x 1.3x 1.3x As of and For the Trailing Twelve Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Bond Covenants: Maintenance Covenant Total unencumbered assets / unsecured debt - required minimum 150.0% 271.2% 274.5% 261.4% 264.4% 265.3% Incurrence Covenants Total debt / adjusted total assets - allowable maximum 60.0% 40.6% 40.3% 37.0% 37.0% 37.0% Secured debt / adjusted total assets - allowable maximum 40.0% 12.7% 12.6% 6.1% 6.1% 6.3% Consolidated income available for debt service / debt service - required minimum 1.50x (1) 1.64x 1.64x 1.17x 1.08x 0.98x Torrey Pines San Diego, CA (1) As of March 31, 2024, DHC's ratio of consolidated income available for debt service to debt service is presented on a pro forma basis to reflect the proceeds from the issuance of $940.5 million of zero coupon senior secured notes due 2026. DHC used the net proceeds from this issuance to repay in full its then existing $450.0 million secured credit facility and to redeem $250.0 million of its senior notes due 2024.
Q1 2024 13 (dollars and sq. ft. in thousands, except per sq. ft. and unit data) Summary of Capital Expenditures RETURN TO TABLE OF CONTENTS For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Medical Office and Life Science Portfolio: Lease related costs $ 6,029 $ 13,349 $ 8,689 $ 9,284 $ 6,748 Building improvements 919 5,531 4,036 2,561 856 Recurring capital expenditures - Medical Office and Life Science Portfolio 6,948 18,880 12,725 11,845 7,604 SHOP fixed assets and capital improvements 10,091 32,952 25,978 18,407 23,644 Wellness centers lease related costs 6,923 4,928 3,909 884 — Total recurring capital expenditures $ 23,962 $ 56,760 $ 42,612 $ 31,136 $ 31,248 Medical Office and Life Science Portfolio avg. sq. ft. during period 8,710 8,710 8,803 8,803 8,810 SHOP avg. units managed during period 25,256 25,256 25,312 25,325 25,337 Medical Office and Life Science Portfolio building improvements per avg. sq. ft. during period $ 0.11 $ 0.64 $ 0.46 $ 0.29 $ 0.10 SHOP fixed assets and capital improvements per avg. unit managed during period $ 400 $ 1,305 $ 1,026 $ 727 $ 933 Development, redevelopment and other activities - Medical Office and Life Science Portfolio $ 713 $ 120 $ 2,410 $ 4,792 $ 1,922 Development, redevelopment and other activities - SHOP 1,189 22,559 23,020 20,405 16,223 Total development, redevelopment and other activities $ 1,902 $ 22,679 $ 25,430 $ 25,197 $ 18,145
Q1 2024 14 DHC does not have any significant ongoing redevelopments as of March 31, 2024. (1) Reflects units prior to redevelopment. Redevelopment Information (dollars in millions) RETURN TO TABLE OF CONTENTS Medical Office and Life Science Portfolio As of March 31, 2024 Project Location Type of Property Number of Units (1) Estimated Project Costs Total Costs Incurred as of March 31, 2024 Estimated Completion Date Pueblo Norte Senior Living Scottsdale, AZ IL/AL 197 $ 26.6 $ 14.9 Q2 2025 Five Star Premier Residences of Teaneck Teaneck, NJ IL/AL 218 10.2 10.2 Q2 2024 23 refresh projects Various IL/AL/MC 3,873 25.7 — Q4 2024 $ 62.5 $ 25.1 SHOP
Q1 2024 15 Property Acquisitions / Dispositions Information Since January 1, 2024 Acquisitions: DHC has not acquired any properties since January 1, 2024. Dispositions: Date Sold Location Type of Property Number of Properties Gross Sales Price 3/28/2024 Phoenix, AZ Medical Office 1 $ 3,600 Total Dispositions 1 $ 3,600 RETURN TO TABLE OF CONTENTS (dollars in thousands)
Q1 2024 16 Investments in Unconsolidated Joint Ventures (1) (dollars in thousands) RETURN TO TABLE OF CONTENTS As of March 31, 2024 Three Months Ended March 31, 2024 Joint Venture Location Type of Property Number of Properties Square Feet Occupancy Weighted Average Lease Term DHC Ownership DHC Carrying Value of Investment Joint Venture FFO Joint Venture EBITDAre Seaport Innovation LLC Boston, MA Life Science 1 1,134,479 100% 4.8 years 10% $ 85,922 $ 14,554 $ 20,229 The LSMD Fund REIT LLC Various Medical Office / Life Science 10 1,068,763 97% 5.6 years 20% 44,377 2,793 9,076 Total / Weighted Average 11 2,203,242 98% 5.1 years $ 130,299 $ 17,347 $ 29,305 Investments in Unconsolidated Joint Ventures Unconsolidated Debt Joint Venture Secured Debt (2) Coupon Rate Maturity Date Principal Balance (3) DHC Ownership DHC Share of Principal Balance (4) Seaport Innovation LLC Fixed Rate - 1 Property (5) 3.530% 11/6/2028 $ 620,000 10% $ 62,000 The LSMD Fund REIT LLC Fixed Rate - 9 Properties 3.457% 2/11/2032 189,800 20% 37,960 The LSMD Fund REIT LLC Floating Rate - 1 Property (6) 6.380% 2/9/2025 266,825 20% 53,365 Total / Weighted Average 4.223% $ 1,076,625 $ 153,325 (1) DHC's property list, including properties owned by these unconsolidated joint ventures, is available on DHC's website. (2) The mortgage loans require interest-only payments until the respective maturity dates. (3) Reflects the entire balance of the debt secured by the properties. DHC continues to provide certain guarantees on the debt secured by the Seaport Innovation LLC property. The debt secured by The LSMD Fund REIT LLC properties is non-recourse to DHC. (4) Reflects DHC's proportionate share of the principal debt balances based on its ownership percentage of the joint ventures. (5) This mortgage loan requires interest only payments until the anticipated repayment date on August 6, 2026, at which time all accrued and unpaid interest along with the principal balance of $620.0 million is expected to be repaid. This mortgage loan matures on November 6, 2028 and any unpaid principal from the anticipated repayment date through the maturity date bears interest at a variable rate of the greater of 6.53% or the then effective U.S. swap rate for the swap terminating on the maturity date plus 5.00%. (6) This mortgage loan matures on February 9, 2025 and requires interest to be paid at SOFR plus a premium of 1.90%. The joint venture has also purchased an interest rate cap through February 2025 with a SOFR strike rate equal to 4.48% and an initial premium of $1.2 million. The maturity date of this mortgage loan is subject to two remaining one-year extension options.
Q1 2024 17 Investments in Unconsolidated Joint Ventures (continued) (1) (dollars in thousands) RETURN TO TABLE OF CONTENTS As of March 31, 2024 (1) DHC's property list, including properties owned by these unconsolidated joint ventures, is available on DHC's website. (2) Based on the aggregate annualized rental income of DHC's unconsolidated joint ventures. A nn ua liz ed R en ta l I nc om e Seaport Innovation LLC The LSMD Fund REIT LLC 2024 2025 2026 2027 2028 2029 2030 and thereafter $— $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 Unconsolidated Joint Ventures Lease Expiration Schedule Number of Leases Expiring 8 19 11 7 14 12 30 % of Total Annualized Rental Income Expiring 0.9% 5.9% 3.0 % 0.9% 63.5 % 6.6% 19.2% Major Tenants of Unconsolidated Joint Ventures Joint Venture Tenant % of Annualized Rental Income of Joint Ventures Seaport Innovation LLC Vertex Pharmaceuticals Inc. 61.7% The LSMD Fund REIT LLC Cedars-Sinai Medical Center 11.7% The LSMD Fund REIT LLC Seattle Genetics, Inc. 3.1% The LSMD Fund REIT LLC Stryker Corporation 2.0% The LSMD Fund REIT LLC Complete Genomics, Inc. 1.9% Life Science: 72% Medical Office: 28% Property Type (2) MA: 66% CA: 24% TX: 4% WA: 3% NY: 3% Geographic Diversification (2)
Q1 2024 18 FL: 10% CA: 9% TX: 9% GA: 6% NC: 4% MD: 4% WI: 4% VA: 4% IL: 4% IN: 4% 26 Other States + D.C.: 42% (based on Gross Book Value of Real Estate Assets as of March 31, 2024) (1) Senior living communities are categorized by the type of living units which constitute a majority of the living units at the community. (2) Memory care communities are classified as assisted living communities. Portfolio Summary by Geographic Diversification and Property Type Geographic Diversification RETURN TO TABLE OF CONTENTS Assisted Living: 17% Independent Living: 30% SNFs: 1% Life Science: 15% Medical Office: 32% Wellness Centers: 5% Property Type(1) (2) (based on Q1 2024 NOI)
Q1 2024 19 Portfolio Summary RETURN TO TABLE OF CONTENTS (dollars in thousands, except investment per square foot or unit) As of March 31, 2024 Number of Properties Square Feet or Number of Units Gross Book Value of Real Estate Assets % of Total Gross Book Value of Real Estate Assets Investment Per Square Foot or Unit % of Q1 2024 Total Revenues % of Q1 2024 Total NOI Q1 2024 Q1 2024 Revenues NOI Life science 23 2,562,464 $ 784,711 10.9 % $ 306 $ 16,660 4.5 % $ 9,720 15.4 % Medical office 79 5,924,505 1,478,677 20.5 % $ 250 37,489 10.1 % 20,532 32.5 % Subtotal Medical Office and Life Science Portfolio 102 8,486,969 sq. ft. 2,263,388 31.4 % $ 267 54,149 14.6 % 30,252 47.9 % SHOP 232 25,220 units 4,540,601 63.1 % $ 180,040 308,126 83.1 % 24,710 39.1 % Triple net leased senior living communities 27 2,062 units 202,907 2.8 % $ 98,403 5,377 1.5 % 5,335 8.4 % Wellness centers 10 812,000 sq. ft. 194,416 2.7 % $ 239 3,124 0.8 % 2,875 4.6 % Total 371 $ 7,201,312 100.0 % $ 370,776 100.0 % $ 63,172 100.0 %
Q1 2024 20 SHOP Units by Operator RETURN TO TABLE OF CONTENTS Unit Count as of March 31, 2024 Manager Location Number of Properties (1) Assisted Living Independent Living and Active Adult Memory Care Skilled Nursing Total Five Star Senior Living Various (28 States) 119 6,461 9,647 1,539 — 17,647 Oaks-Caravita Senior Care GA/SC 26 1,061 40 314 — 1,415 Phoenix Senior Living AL/AR/KY/MO/ NC/SC 23 961 147 214 164 1,486 Charter Senior Living (2) FL/MD/TN/VA 17 679 — 297 — 976 Cedarhurst Senior Living (2) IL/WI 13 690 — 94 — 784 Stellar Senior Living CO/TX/WY 10 — 177 — 917 1,094 Northstar Senior Living AZ/CA 7 121 — 297 — 418 Navion Senior Solutions SC 5 210 — 25 — 235 Life Care Services DE 3 73 194 12 238 517 Oaks Senior Living GA 3 159 — 105 — 264 IntegraCare Senior Living PA 2 113 — 33 — 146 Omega Senior Living NE 1 69 — — — 69 The RMR Group TX 1 — 169 — — 169 Total 230 10,597 10,374 2,930 1,319 25,220 % of Total 42.0% 41.2% 11.6% 5.2% 100% (1) Excludes two closed senior living communities. (2) DHC terminated its management agreement with Cedarhurst Senior Living in March 2024, and transitioned five communities located in Wisconsin and eight communities located in Illinois to Charter Senior Living on April 1, 2024 and May 1, 2024, respectively.
Q1 2024 21 (1) Same property includes those properties classified as same property for the three months ended March 31, 2024 for all periods presented. RETURN TO TABLE OF CONTENTS CONSOLIDATED RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended 3/31/2024 12/31/2023 3/31/2023 Number of Properties 102 102 105 Square Feet 8,487 8,610 8,809 Occupancy 82.9 % 86.9 % 85.1 % Rental Income $ 54,149 $ 55,082 $ 57,022 NOI $ 30,252 $ 30,355 $ 33,507 Cash Basis NOI $ 30,062 $ 30,012 $ 30,760 NOI Margin % 55.9 % 55.1 % 58.8 % Cash Basis NOI Margin % 55.5 % 54.6 % 56.5 % Sequential NOI % Change (0.3) % Sequential Cash Basis NOI % Change 0.2 % Year Over Year NOI % Change (9.7) % Year Over Year Cash Basis NOI % Change (2.3) % SAME PROPERTY RESULTS OF OPERATIONS (1) (dollars and sq. ft. in thousands) As of and For the Three Months Ended 3/31/2024 12/31/2023 3/31/2023 Number of Properties 93 93 93 Square Feet 7,651 7,651 7,657 Occupancy 89.8 % 92.7 % 92.9 % Rental Income $ 52,344 $ 53,518 $ 53,560 NOI $ 30,573 $ 31,360 $ 32,889 Cash Basis NOI $ 30,640 $ 31,072 $ 31,783 NOI Margin % 58.4 % 58.6 % 61.4 % Cash Basis NOI Margin % 58.3 % 58.2 % 60.4 % Sequential NOI % Change (2.5) % Sequential Cash Basis NOI % Change (1.4) % Year Over Year NOI % Change (7.0) % Year Over Year Cash Basis NOI % Change (3.6) % Medical Office and Life Science Portfolio and Same Property - Results of Operations 4 Maguire Road Lexington, MA
Q1 2024 22RETURN TO TABLE OF CONTENTS CONSOLIDATED RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended March 31, 2024 As of and For the Three Months Ended March 31, 2023 Life Science Medical Office Total Medical Office and Life Science Portfolio Life Science Medical Office Total Medical Office and Life Science Portfolio Number of Properties 23 79 102 24 81 105 Square Feet 2,562 5,925 8,487 2,622 6,187 8,809 Occupancy 77.6 % 85.2 % 82.9 % 87.0 % 84.3 % 85.1 % Rental Income $ 16,660 $ 37,489 $ 54,149 $ 19,023 $ 37,999 $ 57,022 NOI $ 9,720 $ 20,532 $ 30,252 $ 12,197 $ 21,310 $ 33,507 Cash Basis NOI $ 9,446 $ 20,616 $ 30,062 $ 10,089 $ 20,671 $ 30,760 NOI Margin % 58.3 % 54.8 % 55.9 % 64.1 % 56.1 % 58.8 % Cash Basis NOI Margin % 57.5 % 54.7 % 55.5 % 59.5 % 55.1 % 56.5 % NOI % Change (20.3) % (3.7) % (9.7) % Cash Basis NOI % Change (6.4) % (0.3) % (2.3) % SAME PROPERTY RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended March 31, 2024 As of and For the Three Months Ended March 31, 2023 Life Science Medical Office Total Medical Office and Life Science Portfolio Life Science Medical Office Total Medical Office and Life Science Portfolio Number of Properties 20 73 93 20 73 93 Square Feet 2,261 5,390 7,651 2,261 5,396 7,657 Occupancy 88.0 % 90.5 % 89.8 % 96.7 % 91.2 % 92.9 % Rental Income $ 16,660 $ 35,684 $ 52,344 $ 17,412 $ 36,148 $ 53,560 NOI $ 10,336 $ 20,237 $ 30,573 $ 11,525 $ 21,364 $ 32,889 Cash Basis NOI $ 10,072 $ 20,568 $ 30,640 $ 10,774 $ 21,009 $ 31,783 NOI Margin % 62.0 % 56.7 % 58.4 % 66.2 % 59.1 % 61.4 % Cash Basis NOI Margin % 61.3 % 56.9 % 58.3 % 64.5 % 58.5 % 60.4 % NOI % Change (10.3) % (5.3) % (7.0) % Cash Basis NOI % Change (6.5) % (2.1) % (3.6) % Medical Office and Life Science Portfolio and Same Property - Results of Operations (continued) Three Months Ended March 31, 2024 and 2023
Q1 2024 23 SHOP Segment and Same Property - Results of Operations RETURN TO TABLE OF CONTENTS CONSOLIDATED RESULTS OF OPERATIONS As of and For the Three Months Ended 3/31/2024 12/31/2023 3/31/2023 Number of Properties 232 232 234 Number of Units 25,220 25,209 25,327 Occupancy 78.9 % 79.3 % 76.9 % Average Monthly Rate $ 5,165 $ 4,918 $ 4,837 Year Over Year Average Monthly Rate % Change 6.8 % Residents Fees and Services $ 308,126 $ 294,336 $ 279,592 Property Operating Expenses (283,416) (278,358) (262,329) NOI $ 24,710 $ 15,978 $ 17,263 NOI Margin % 8.0 % 5.4 % 6.2 % Sequential NOI % Change 54.7 % Year Over Year NOI % Change 43.1 % SAME PROPERTY RESULTS OF OPERATIONS (1) As of and For the Three Months Ended 3/31/2024 12/31/2023 3/31/2023 Number of Properties 229 229 229 Number of Units 25,160 25,160 25,160 Occupancy 79.0 % 79.3 % 77.1 % Average Monthly Rate $ 5,165 $ 4,918 $ 4,837 Year Over Year Average Monthly Rate % Change 6.8 % Residents Fees and Services $ 308,111 $ 294,335 $ 279,416 Property Operating Expenses (282,820) (277,610) (261,805) NOI $ 25,291 $ 16,725 $ 17,611 NOI Margin % 8.2 % 5.7 % 6.3 % Sequential NOI % Change 51.2 % Year Over Year NOI % Change 43.6 % (1) Same property includes those properties classified as same property for the three months ended March 31, 2024 for all periods presented. (dollars in thousands, except average monthly rate) (dollars in thousands, except average monthly rate) The Remington Club 16925 Hierba Drive San Diego, CA
Q1 2024 24RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended March 31, 2024 As of and For the Three Months Ended March 31, 2023 Five Star Managed Communities Other Operator Managed Communities Total SHOP Segment Five Star Managed Communities Other Operator Managed Communities Total SHOP Segment Number of Properties 119 113 232 119 115 234 Number of Units 17,647 7,573 25,220 17,704 7,623 25,327 Occupancy 78.7 % 79.2 % 78.9 % 77.4 % 75.8 % 76.9 % Average Monthly Rate $ 4,787 $ 6,044 $ 5,165 $ 4,496 $ 5,641 $ 4,837 Average Monthly Rate % Change 6.5 % 7.1 % 6.8 % Residents Fees and Services $ 199,621 $ 108,505 $ 308,126 $ 182,462 $ 97,130 $ 279,592 Property Operating Expenses (177,599) (105,817) (283,416) (162,642) (99,687) (262,329) NOI $ 22,022 $ 2,688 $ 24,710 $ 19,820 $ (2,557) $ 17,263 NOI Margin % 11.0 % 2.5 % 8.0 % 10.9 % (2.6) % 6.2 % NOI % Change 11.1 % 205.1 % 43.1 % SHOP Segment - Five Star and Other Operator Managed Communities Results of Operations Three Months Ended March 31, 2024 and 2023 CONSOLIDATED RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate)
Q1 2024 25 Portfolio Leasing Summary (1) (1) The leasing summary on this page is based on leases entered into during the periods indicated. (2) Percent difference in prior rents charged for same space or, in the case of vacant space acquired, market rental rates for similar space in the building at the date of acquisition. Rents include estimated recurring expense reimbursements paid to DHC, exclude lease value amortization and are net of lease concessions. RETURN TO TABLE OF CONTENTS Medical Office and Life Science Portfolio Wellness Centers As of and For the Three Months Ended As of and For the Three Months Ended As of and For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 3/31/2024 3/31/2023 Properties 102 102 105 105 105 10 10 Total square feet 8,487 8,610 8,809 8,797 8,809 812 812 Occupancy 82.9 % 86.9 % 85.8 % 85.8 % 85.1 % 100.0 % 100.0 % Leasing Activity (sq. ft.): New leases 25 37 45 163 38 — 225 Renewals 76 163 244 161 34 130 — Total 101 200 289 324 72 130 225 % Change in GAAP Rent: (2) New leases 35.3 % 34.2 % 25.7 % 0.5 % 23.0 % — % (9.9) % Renewals 7.0 % 15.2 % 12.1 % 2.1 % 12.3 % 7.5 % — % Total 11.5 % 18.1 % 14.8 % 1.3 % 17.9 % 7.5 % (9.9) % Weighted Average Lease Term (years): New leases 6.3 8.8 14.8 8.2 11.9 — 18.6 Renewals 2.9 6.7 6.2 5.7 5.5 5.0 — Total 3.6 7.1 8.1 6.9 8.9 5.0 18.6 Leasing Costs and Concession Commitments: New leases $ 1,418 $ 3,325 $ 8,054 $ 8,602 $ 4,170 $ — $ 30,071 Renewals 696 2,634 6,533 2,038 726 — — Total $ 2,114 $ 5,959 $ 14,587 $ 10,640 $ 4,896 $ — $ 30,071 Leasing Costs and Concession Commitments per Sq. Ft.: New leases $ 56.49 $ 88.60 $ 175.80 $ 52.84 $ 110.57 $ — $ 133.95 Renewals $ 9.18 $ 16.17 $ 26.85 $ 12.66 $ 20.96 $ — $ — Total $ 20.95 $ 29.73 $ 50.45 $ 32.86 $ 67.67 $ — $ 133.95 Leasing Costs and Concession Commitments per Sq. Ft. per Year: New leases $ 8.97 $ 10.08 $ 11.87 $ 6.47 $ 9.32 $ — $ 7.20 Renewals $ 3.16 $ 2.41 $ 4.31 $ 2.23 $ 3.83 $ — $ — Total $ 5.88 $ 4.20 $ 6.24 $ 4.78 $ 7.56 $ — $ 7.20 (dollars and sq. ft. in thousands, except per sq. ft. data)
Q1 2024 26 As of March 31, 2024 Tenants Representing 1% Or More of Total Annualized Rental Income RETURN TO TABLE OF CONTENTS (dollars in thousands) Type of Property Annualized Rental Income % of Annualized Rental Income Expiration 1 Advocate Aurora Health Medical office $ 16,939 6.6% 2026 - 2031 2 Life Time Athletic (1) Wellness center 12,284 4.8% 2040 - 2044 3 Brookdale Senior Living, Inc. Senior living 9,836 3.8% 2032 4 Alamar Biosciences, Inc. Life science 6,851 2.7% 2034 5 KSQ Therapeutics, Inc. Life science 5,434 2.1% 2032 6 Merck & Co. Inc. Life science 5,335 2.1% 2033 7 Stratford Retirement, LLC Senior living 5,081 2.0% 2033 8 Sonova Holding AG Life science 4,875 1.9% 2033 9 Boston Children's Hospital Medical office 4,779 1.8% 2028 10 Magellan Health Inc. Medical office 4,688 1.8% 2025 11 Stellar Senior Living, LLC Senior living 4,612 1.8% 2027 12 Medtronic, Inc. Medical office 4,512 1.7% 2027 - 2028 13 Tokio Marine Holdings Inc. Medical office 4,335 1.7% 2024 - 2033 14 Abbvie Inc. Life science 3,965 1.5% 2027 15 United Healthcare Services, Inc. Medical office 3,926 1.5% 2026 16 Cigna Holding Co. Medical office 3,914 1.5% 2024 17 Hawaii Pacific Health Medical office 3,792 1.5% 2024 - 2029 18 HCA Holdings Inc. Medical office 3,703 1.4% 2024 - 2029 19 Revvity, Inc. Life science 3,681 1.4% 2028 20 McKesson Corporation Medical office 3,645 1.4% 2025 - 2029 21 Duke University Medical office 3,366 1.3% 2024 22 New York University Medical office 3,246 1.3% 2024 - 2028 23 Ultragenyx Pharmaceutical Inc. Life science 3,107 1.2% 2026 24 Virginia Commonwealth University Health System Medical office 2,923 1.1% 2032 25 WRA Management, Inc. Medical office 2,594 1.0% 2025 - 2045 All Other Tenants 127,059 49.1% 2024 - 2051 Total Tenants $ 258,482 100.0% (1) Includes $3,180 of annualized rental income from two additional 20 year leases DHC entered into with Life Time Athletic in March 2023, which are expected to commence in the second and fourth quarters of 2024.
Q1 2024 27 Medical Office and Life Science Portfolio Lease Expiration Schedule RETURN TO TABLE OF CONTENTS (dollars in thousands) As of March 31, 2024 Annualized Rental Income Expiring (1) Year Annualized Rental Income Expiring % of Total Annualized Rental Income Expiring Cumulative % of Total Annualized Rental Income Expiring 2024 $ 12,366 5.6% 5.6% 2025 17,462 8.0% 13.6% 2026 23,389 10.7% 24.3% 2027 24,605 11.2% 35.5% 2028 35,975 16.4% 51.9% 2029 17,385 7.9% 59.8% 2030 7,750 3.5% 63.3% 2031 26,771 12.2% 75.5% 2032 11,869 5.4% 80.9% 2033 and thereafter 41,721 19.1% 100.0% Total $ 219,293 100.0% Average remaining lease term (weighted by annualized rental income): 5.5 years Square Feet with Leases Expiring (1) Year Leased Square Feet Expiring % of Total Leased Square Feet Expiring Cumulative % of Total Leased Square Feet Expiring 2024 484,323 6.9% 6.9% 2025 617,857 8.8% 15.7% 2026 739,881 10.5% 26.2% 2027 981,909 14.0% 40.2% 2028 1,161,376 16.5% 56.7% 2029 597,467 8.5% 65.2% 2030 300,877 4.3% 69.5% 2031 917,785 13.0% 82.5% 2032 268,698 3.8% 86.3% 2033 and thereafter 966,376 13.7% 100.0% Total 7,036,549 100.0% 6700 W. 115th Street Overland Park, KS (1) Excludes leases that expired on March 31, 2024.
Q1 2024 28 Annualized Rental Income Expiring Year Number of Properties Number of Units or Square Feet Annualized Rental Income Expiring % of Total Annualized Rental Income Expiring Cumulative % of Total Annualized Rental Income Expiring 2024 — — $ — —% —% 2025 — — — —% —% 2026 — — — —% —% 2027 4 533 units 4,612 11.8% 11.8% 2028 — — — —% 11.8% 2029 1 155 units 547 1.4% 13.2% 2030 5 283 units and 129,500 sq. ft. 5,046 12.9% 26.1% 2031 (1) — — — —% 26.1% 2032 18 876 units 9,836 25.1% 51.2% 2033 and thereafter 9 215 units and 682,500 sq. ft. 19,148 48.8% 100.0% Total 37 $ 39,189 100.0% Non-Segment Lease Expiration Schedule As of March 31, 2024 RETURN TO TABLE OF CONTENTS (1) Excludes annualized rental income from DHC's lease with a tenant of one closed senior living community. As of March 31, 2024, the tenant was in default on its obligations to DHC under this lease. (dollars in thousands)
Q1 2024 29 The Company: DHC is a 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 March 31, 2024, DHC’s approximately $7.2 billion portfolio included 371 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 8.5 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is included in 121 market indices and comprises more than 1% of the following indices as of March 31, 2024: BI North America Healthcare REIT Valuation Peers (BIHLCRNP), Bloomberg Real Estate Investment Trust Mid Cap Index (BBREMIDC), Invesco S&P SmallCap 600 Pure Value ETF INAV Index (RZVIV) and Invesco FTSE RAFI US 1500 Small-Mid ETF INAV Index (PRFZIV). Management: DHC is managed by The RMR Group (Nasdaq: RMR). RMR is an alternative asset management company that is focused on commercial real estate and related businesses. RMR primarily provides management services to publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of March 31, 2024, RMR had over $41 billion of real estate assets under management and the combined RMR managed companies had more than $5 billion of annual revenues, approximately 2,100 properties and over 20,000 employees. DHC believes that being managed by RMR is a competitive advantage for DHC because of RMR’s depth of management and experience in the real estate industry. DHC also believes RMR provides management services to it at costs that are lower than DHC would have to pay for similar quality services if DHC were self-managed. Company Profile and Research Coverage RETURN TO TABLE OF CONTENTS Equity Research Coverage B. Riley Securities, Inc. JMP Securities Bryan Maher Aaron Hecht (646) 885-5423 (415) 835-3963 bmaher@brileyfin.com ahecht@jmpsecurities.com RBC Capital Markets Michael Carroll (440) 715-2649 michael.carroll@rbccm.com Rating Agencies and Issuer Ratings Moody’s Investors Service S & P Global Christian Azzi Alan Zigman (212) 553-9342 (416) 507-2556 christian.azzi@moodys.com alan.zigman@spglobal.com DHC is followed by the equity research analysts and its publicly held debt is rated by the rating agencies listed on this page. Please note that any opinions, estimates or forecasts regarding DHC's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of DHC or its management. DHC does not by its reference on this page imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies.
Q1 2024 30 Board of Trustees John L. Harrington Phyllis M. Hollis Independent Trustee Independent Trustee Lisa Harris Jones Jeffrey P. Somers Lead Independent Trustee Independent Trustee Jennifer F. Francis Adam D. Portnoy Managing Trustee Chair of the Board & Managing Trustee Executive Officers Christopher J. Bilotto Matthew C. Brown President and Chief Executive Officer Chief Financial Officer and Treasurer Governance Information RETURN TO TABLE OF CONTENTS The Forum at Pueblo Norte 7090 East Mescal Street Scottsdale, AZ
Q1 2024 31 Calculation and Reconciliation of NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 62,650 $ 67,199 $ 63,390 $ 61,373 $ 66,438 Residents fees and services 308,126 294,336 293,134 284,846 279,592 Total revenues 370,776 361,535 356,524 346,219 346,030 Property operating expenses (307,604) (303,411) (298,432) (286,228) (286,080) NOI 63,172 58,124 58,092 59,991 59,950 Non-cash straight line rent adjustments included in rental income (291) (238) (676) 4,457 (2,448) Lease value amortization included in rental income 28 22 22 25 (311) Lease termination fees included in rental income (203) (419) (413) (2,183) (304) Non-cash amortization included in property operating expenses (199) (201) (199) (199) (199) Cash Basis NOI $ 62,507 $ 57,288 $ 56,826 $ 62,091 $ 56,688 Reconciliation of Net Loss to NOI and Cash Basis NOI: Net loss $ (86,259) $ (102,564) $ (65,779) $ (72,571) $ (52,658) Equity in net (earnings) losses of investees (1,898) 22,598 145 (2,929) 647 Income tax expense (benefit) 187 66 189 221 (31) Loss on modification or early extinguishment of debt — 1,393 — — 1,075 Interest expense 57,576 48,853 47,758 47,384 47,780 Interest and other income (2,237) (2,964) (3,243) (5,134) (4,195) Gains on equity investments, net — — — — (8,126) Losses (gains) on sale of properties 5,874 28 — — (1,233) Impairment of assets 12,142 — 1,156 11,299 5,925 Acquisition and certain other transaction related costs 86 1,041 3,676 6,043 93 General and administrative 7,568 6,020 6,954 7,284 5,873 Depreciation and amortization 70,133 83,653 67,236 68,394 64,800 NOI 63,172 58,124 58,092 59,991 59,950 Non-cash straight line rent adjustments included in rental income (291) (238) (676) 4,457 (2,448) Lease value amortization included in rental income 28 22 22 25 (311) Lease termination fees included in rental income (203) (419) (413) (2,183) (304) Non-cash amortization included in property operating expenses (199) (201) (199) (199) (199) Cash Basis NOI $ 62,507 $ 57,288 $ 56,826 $ 62,091 $ 56,688
Q1 2024 32 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment RETURN TO TABLE OF CONTENTS (dollars in thousands) For the Three Months Ended March 31, 2024 For the Three Months Ended December 31, 2023 For the Three Months Ended March 31, 2023 Calculation of NOI and Cash Basis NOI: Medical Office and Life Science Portfolio SHOP Non- Segment Total Medical Office and Life Science Portfolio SHOP Non- Segment Total Medical Office and Life Science Portfolio SHOP Non- Segment Total Rental income / residents fees and services $ 54,149 $ 308,126 $ 8,501 $ 370,776 $ 55,082 $ 294,336 $ 12,117 $ 361,535 $ 57,022 $ 279,592 $ 9,416 $ 346,030 Property operating expenses (23,897) (283,416) (291) (307,604) (24,727) (278,358) (326) (303,411) (23,515) (262,329) (236) (286,080) NOI $ 30,252 $ 24,710 $ 8,210 $ 63,172 $ 30,355 $ 15,978 $ 11,791 $ 58,124 $ 33,507 $ 17,263 $ 9,180 $ 59,950 NOI $ 30,252 $ 24,710 $ 8,210 $ 63,172 $ 30,355 $ 15,978 $ 11,791 $ 58,124 $ 33,507 $ 17,263 $ 9,180 $ 59,950 Non-cash straight line rent adjustments included in rental income 184 — (475) (291) 255 — (493) (238) (2,302) — (146) (2,448) Lease value amortization included in rental income 28 — — 28 22 — — 22 58 — (369) (311) Lease termination fees included in rental income (203) — — (203) (419) — — (419) (304) — — (304) Non-cash amortization included in property operating expenses (199) — — (199) (201) — — (201) (199) — — (199) Cash Basis NOI $ 30,062 $ 24,710 $ 7,735 $ 62,507 $ 30,012 $ 15,978 $ 11,298 $ 57,288 $ 30,760 $ 17,263 $ 8,665 $ 56,688 Reconciliation of NOI to Same Property NOI: NOI $ 30,252 $ 24,710 $ 8,210 $ 63,172 $ 30,355 $ 15,978 $ 11,791 $ 58,124 $ 33,507 $ 17,263 $ 9,180 $ 59,950 NOI of properties not included in same property results 321 581 (100) 802 1,005 747 (837) 915 (618) 348 — (270) Same Property NOI $ 30,573 $ 25,291 $ 8,110 $ 63,974 $ 31,360 $ 16,725 $ 10,954 $ 59,039 $ 32,889 $ 17,611 $ 9,180 $ 59,680 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same Property NOI $ 30,573 $ 25,291 $ 8,110 $ 63,974 $ 31,360 $ 16,725 $ 10,954 $ 59,039 $ 32,889 $ 17,611 $ 9,180 $ 59,680 Non-cash straight line rent adjustments included in rental income 213 — (475) (262) (21) — (493) (514) (991) — (146) (1,137) Lease value amortization included in rental income 28 — — 28 22 — — 22 58 — (369) (311) Lease termination fees included in rental income — — — — (115) — — (115) — — — — Non-cash amortization included in property operating expenses (174) — — (174) (174) — — (174) (173) — — (173) Same Property Cash Basis NOI $ 30,640 $ 25,291 $ 7,635 $ 63,566 $ 31,072 $ 16,725 $ 10,461 $ 58,258 $ 31,783 $ 17,611 $ 8,665 $ 58,059
Q1 2024 33 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre (dollars in thousands) For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Net loss $ (86,259) $ (102,564) $ (65,779) $ (72,571) $ (52,658) Interest expense 57,576 48,853 47,758 47,384 47,780 Income tax expense (benefit) 187 66 189 221 (31) Depreciation and amortization 70,133 83,653 67,236 68,394 64,800 EBITDA 41,637 30,008 49,404 43,428 59,891 Loss (gain) on sale of properties 5,874 28 — — (1,233) Impairment of assets 12,142 — 1,156 11,299 5,925 Equity in net (earnings) losses of investees (1,898) 22,598 145 (2,929) 647 Share of EBITDAre from unconsolidated joint ventures 3,838 3,781 3,762 3,730 3,813 Adjustments to reflect DHC's share of EBITDAre attributable to an equity method investment (1) 1,047 — — — (1,117) EBITDAre 62,640 56,415 54,467 55,528 67,926 General and administrative expense paid in common shares 558 340 666 565 269 Business management incentive fees 849 — — — — Acquisition and certain other transaction related costs 86 1,041 3,676 6,043 93 Loss on modification or early extinguishment of debt — 1,393 — — 1,075 Gains on equity securities, net — — — — (8,126) Adjustments to reflect DHC's share of Adjusted EBITDAre attributable to an equity method investment (1) (73) — — — 1,455 Adjusted EBITDAre $ 64,060 $ 59,189 $ 58,809 $ 62,136 $ 62,692 RETURN TO TABLE OF CONTENTS (1) For the three months ended March 31, 2024, represents DHC's 34% pro rata share of AlerisLife's EBITDAre and Adjusted EBITDAre for DHC's period of ownership from February 16, 2024 to March 31, 2024.
Q1 2024 34 Calculation and Reconciliation of FFO and Normalized FFO (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS For the Three Months Ended 3/31/2024 12/31/2023 9/30/2023 6/30/2023 3/31/2023 Net loss $ (86,259) $ (102,564) $ (65,779) $ (72,571) $ (52,658) Depreciation and amortization 70,133 83,653 67,236 68,394 64,800 Loss (gain) on sale of properties 5,874 28 — — (1,233) Impairment of assets 12,142 — 1,156 11,299 5,925 Gains on equity securities, net — — — — (8,126) Equity in net (earnings) losses of investees (1,898) 22,598 145 (2,929) 647 Share of FFO from unconsolidated joint ventures 2,014 1,930 1,912 1,897 1,999 Adjustments to reflect DHC's share of FFO attributable to an equity method investment (1) 582 — — — (1,586) FFO 2,588 5,645 4,670 6,090 9,768 Business management incentive fees 849 — — — — Acquisition and certain other transaction related costs 86 1,041 3,676 6,043 93 Loss on modification or early extinguishment of debt — 1,393 — — 1,075 Adjustments to reflect DHC's share of Normalized FFO attributable to an equity method investment (1) — — — — 1,576 Normalized FFO $ 3,523 $ 8,079 $ 8,346 $ 12,133 $ 12,512 Weighted average common shares outstanding (basic and diluted) 239,193 239,175 238,892 238,682 238,589 Per Common Share Data (basic and diluted): Net loss $ (0.36) $ (0.43) $ (0.28) $ (0.30) $ (0.22) FFO $ 0.01 $ 0.02 $ 0.02 $ 0.03 $ 0.04 Normalized FFO $ 0.01 $ 0.03 $ 0.03 $ 0.05 $ 0.05 (1) For the three months ended March 31, 2024, represents DHC's 34% pro rata share of AlerisLife's FFO and Normalized FFO for DHC's period of ownership from February 16, 2024 to March 31, 2024.
Q1 2024 35 Non-GAAP Financial Measures DHC presents certain "non-GAAP financial measures" within the meaning of applicable rules of the SEC, including net operating income, or NOI, Cash Basis NOI, same property NOI, same property Cash Basis NOI, earnings before interest, income tax, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, Adjusted EBITDAre, funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) 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) as presented in DHC's condensed 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). 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. NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to DHC's property level results of operations. DHC calculates NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI as shown on pages 31 and 32. 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 fees, 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. EBITDA, EBITDAre and Adjusted EBITDAre DHC calculates EBITDA, EBITDAre and Adjusted EBITDAre as shown on page 33. EBITDAre is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains or losses on the sale of properties, equity in net earnings or losses of investees, impairment of real estate assets, if any, and including adjustments to reflect DHC's proportionate share of EBITDAre of DHC's equity method investees, as well as certain other adjustments currently not applicable to DHC. In calculating Adjusted EBITDAre, DHC adjusts for the items shown on page 33 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our 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. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than DHC does. FFO and Normalized FFO DHC calculates FFO and Normalized FFO as shown on page 34. FFO is calculated on the basis defined by Nareit, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of properties, equity in net earnings or losses of investees, loss on impairment of real estate assets, gains or losses on equity securities, net, if any, and including adjustments to reflect DHC's proportionate share of FFO of DHC's equity method investees, plus real estate depreciation and amortization of consolidated properties, as well as certain other adjustments currently not applicable to DHC. In calculating Normalized FFO, DHC adjusts for the items shown on page 34, including similar adjustments for DHC's unconsolidated joint ventures, if any, and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our 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. FFO and Normalized FFO 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 and Normalized FFO differently than DHC does. Non-GAAP Financial Measures and Certain Definitions RETURN TO TABLE OF CONTENTS
Q1 2024 36 Adjusted total assets Adjusted total assets is the original cost of real estate assets calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and excludes accounts receivable and intangible assets. AlerisLife AlerisLife means AlerisLife Inc. Annualized dividend yield Annualized dividend yield is the annualized dividend declared during the applicable period divided by the closing price of DHC's common shares on The Nasdaq Stock Market LLC, or Nasdaq, at the end of the relevant period. Annualized rental income Annualized rental income is based on rents pursuant to existing leases as of March 31, 2024. Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases, and excludes lease value amortization. Amounts of annualized rental income for DHC's medical office and life science properties also exclude 100% of rents pursuant to existing leases as of March 31, 2024 from the medical office and life science properties owned by unconsolidated joint ventures in which DHC owns an equity interest. Average monthly rate Reflects the average monthly residents fees and services per occupied unit for the period presented. The average monthly rate is calculated based on the actual number of days during the period. Building improvements Building improvements generally include expenditures to replace obsolete building components that extend the useful life of existing assets or other improvements to increase the marketability of the property. Business management incentive fees Business management incentive fees are fees under our management agreement with RMR and are payable after the end of each calendar year, are calculated based on common share total return, as defined, compared to returns for the MSCI U.S. REIT/Health Care REIT Index over the applicable measurement period and are included in general and administrative in DHC's consolidated statements of income (loss). In calculating net income (loss) in accordance with GAAP, DHC recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although DHC recognizes this expense, if any, in the first, second and third quarters for the purpose of calculating net income (loss), DHC does not include these amounts in the calculation of Normalized FFO or Adjusted EBITDAre until the fourth quarter, when the amount of business management incentive fee expense for the calendar year, if any, is determined. Cash basis NOI margin % Cash basis NOI margin % is defined as cash basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straight line rent adjustments, lease value amortization and lease termination fees, if any. Consolidated income available for debt service Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, taxes, loss on asset impairment, gains or losses on equity securities, gains or losses on sales of properties and modification or early extinguishment of debt, determined together with debt service for the applicable period. Coupon rate Coupon rate is the interest rate stated in, or determined pursuant to, the contract terms. Development, redevelopment and other activities Development, redevelopment and other activities generally include capital expenditures that reposition a property or result in new sources of revenue. From time to time DHC invests in revenue producing capital improvements at certain of its triple net leased senior living communities. As a result, annual rents payable to DHC increase pursuant to the terms of the applicable leases. These capital improvements are not included in DHC's development, redevelopment and other activities. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q1 2024 37 Estimated completion date Estimated completion date can depend on various factors, including when lease agreements are signed with tenants in DHC's Medical Office and Life Science Portfolio. Therefore, the actual completion date may vary. Estimated project costs Estimated project costs include estimated construction costs and leasing capital up to stabilization. Five Star Five Star, or Five Star Senior Living, is an operating division of AlerisLife. Five Star managed communities Five Star managed communities are the senior living communities in DHC's SHOP segment that are managed by Five Star. GAAP GAAP is U.S. generally accepted accounting principles. Gross book value of real estate assets Gross book value of real estate assets is real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations, less impairment writedowns, if any. Gross purchase price Gross purchase price includes assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. Gross sales price Gross sales price excludes closing costs. Incurrence covenants Incurrence covenants are financial covenants which DHC is required to comply with in order to incur debt under its senior secured and unsecured notes indentures and their supplements. Interest rate Interest rate includes the effect of mark to market accounting for certain assumed mortgages and premiums and discounts on certain mortgages and secured and unsecured notes; excludes effects of debt issuance costs. Investment per square foot or unit Investment per square foot or unit represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable, at March 31, 2024. Lease related costs Lease related costs generally include capital expenditures to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and tenant inducements. Leasing costs and concession commitments Leasing costs and concession commitments include commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. Maintenance covenant DHC's maintenance covenant is a financial covenant which it is required to comply with on a quarterly basis pursuant to the indentures governing DHC's senior secured and unsecured notes. Net debt Net debt is total debt less cash. NOI margin % NOI margin % is defined as NOI as a percentage of rental income or residents fees and services, as appropriate. Non-Segment Non-Segment operations consists of triple net leased senior living communities and wellness centers that are leased to third party operators from which DHC receives rents, and any other income or expenses that are not attributable to a specific reporting segment. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q1 2024 38 Occupancy Occupancy for DHC's Medical Office and Life Science Portfolio is presented as of the end of the period shown; occupancy for DHC's SHOP segment is presented for the duration of the period shown. Life science and medical office occupancy data includes (i) out of service assets undergoing redevelopment, (ii) space which is leased but is not occupied or is being offered for sublease by tenants and (iii) space being fitted out for occupancy. Medical Office and Life Science Portfolio Medical Office and Life Science Portfolio consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants. DHC's medical office and life science property leases include some triple net leases where, in addition to paying fixed rents, the tenants assume the obligation to operate and maintain the properties at their expense, and some net and modified gross leases where DHC is responsible for the operation and maintenance of the properties and DHC charges tenants for some or all of the property operating costs. A small percentage of DHC's medical office and life science property leases are full-service leases where DHC receives fixed rent from its tenants and no reimbursement for its property operating costs. Other operator managed communities Other operator managed communities are senior living communities in DHC's SHOP segment, which are managed by third party managers other than Five Star. Principal balance Principal balances are the amounts stated in the contracts less the principal amount of any repayments made. In accordance with GAAP, DHC's carrying values and recorded interest expense may be different because of market conditions at the time DHC assumed certain of these debts. Rent coverage Rent coverage is calculated using the annualized operating cash flows from our triple net lease tenants' operations of our properties, before subordinated charges, if any, divided by annualized rental income. DHC has not independently verified tenant operating data. Excludes data for historical periods prior to DHC's ownership of certain properties, as well as data for properties sold or classified as held for sale, if any, or for which there was a transfer of operations during the periods presented. Excludes rent coverage for one of DHC's closed senior living communities, the tenant of which was in default under the applicable lease with DHC as of March 31, 2024. Same Property As of and for the three months ended March 31, 2024, same property consists of properties owned, in service, reported in the same segment and operated by the same operator continuously since January 1, 2023; excludes properties classified as held for sale, closed or out of service, if any, and medical office and life science properties owned by unconsolidated joint ventures in which DHC owns an equity interest. SHOP SHOP, or Senior Housing Operating Portfolio, consists of senior living communities managed by third party senior living managers that provide short term and long term residential living and in some cases care and other services for residents where DHC pays fees to the managers to operate the communities. Properties in this segment include independent living communities, assisted living communities, active adult rental communities and SNFs. SNF SNF is a skilled nursing facility. SOFR SOFR is the one month term secured overnight financing rate. Square feet Square feet measurements are subject to modest changes when space is periodically remeasured or reconfigured for new tenants. Square feet for prior periods exclude space remeasurements made subsequent to those periods. Excludes data from medical office and life science properties owned by unconsolidated joint ventures in which DHC owns an equity interest. Total gross assets Total gross assets is total assets plus accumulated depreciation. Total unencumbered assets Total unencumbered assets is the original cost of real estate assets not encumbered by mortgage debt calculated in accordance with GAAP before depreciation and after impairment write downs, if any, and excludes accounts receivable and intangible assets. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q1 2024 39 Triple net leased senior living communities Triple net leased senior living communities include independent and assisted living communities and SNFs. Unit count Unit count is by the type of living units at DHC's senior living communities within its SHOP segment. Weighted average lease term Weighted average lease term is weighted based on annualized rental income pursuant to existing leases as of March 31, 2024. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q1 2024 40 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: the performance of DHC's SHOP and Medical Office and Life Science Portfolio segments; DHC’s prior guidance remaining unchanged; DHC’s ability to advance key initiatives and strengthen its capital and liquidity position and drive performance; DHC’s potential exercise of its option to extend the maturity date of its zero coupon senior secured notes; DHC's ability to continue to fund capital expenditures in accordance with its business plan; DHC's redevelopment, repositioning and construction activities and plans; and DHC's pending or potential property dispositions. Forward-looking statements reflect DHC's current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause DHC's actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause DHC's actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: the impact of unfavorable market and commercial real estate industry conditions due to possible reduced demand for healthcare related space and senior living communities, high interest rates, wage and commodity price inflation, limited labor availability, increased insurance costs, supply chain disruptions, volatility in the public equity and debt markets, pandemics, geopolitical instability and tensions, economic downturns or a possible recession or changes in real estate utilization, among other things, on DHC and its managers and other operators and tenants; DHC's senior living operators' abilities to successfully and profitably operate the communities they manage for DHC; the continuing impact of changing market practices, including those that arose or intensified during the COVID-19 pandemic, or delayed returns to prior market practices on DHC and its managers and other operators and tenants, such as reduced demand for leased medical office, life science and other space of DHC and residencies at senior living communities, increased operating costs and labor availability constraints; the financial strength of DHC's managers and other operators and tenants; whether the aging U.S. population and increasing life spans of seniors will increase the demand for senior living communities and other medical and healthcare related properties and healthcare services; whether DHC’s tenants will renew or extend their leases or whether DHC will obtain replacement tenants on terms as favorable to DHC as its prior leases; the likelihood that DHC's tenants and residents will pay rent or be negatively impacted by continuing unfavorable market and commercial real estate industry conditions; DHC’s managers’ abilities to increase or maintain rates charged to residents of DHC’s senior living communities and manage operating costs for those communities; DHC's ability to increase or maintain occupancy at its properties on terms desirable to DHC; DHC's ability to increase rents when its leases expire or renew; costs DHC incurs and concessions it grants to lease its properties; risk and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of prolonged high inflation, cost overruns, supply chain challenges, labor shortages, construction delays or inability to obtain necessary permits or volatility in the commercial real estate markets; DHC's ability to manage its capital expenditures and other operating costs effectively and to maintain and enhance its properties and their appeal to tenants and residents; DHC's ability to effectively raise and balance its use of debt and equity capital; DHC’s ability to comply with the financial covenants under its debt agreements; DHC's ability to make required payments on its debt; DHC's ability to maintain sufficient liquidity and otherwise manage leverage; DHC's credit ratings; DHC’s ability to sell properties at prices or returns it targets; DHC's ability to sell additional equity interests in, or contribute additional properties to, its existing joint ventures, or enter into additional real estate joint ventures or to attract co-venturers and benefit from DHC's existing joint ventures or any real estate joint ventures it may enter into; DHC's ability to acquire, develop, redevelop or reposition properties that realize its targeted returns; DHC’s ability to pay distributions to its shareholders and to maintain or increase the amount of such distributions; the ability of RMR to successfully manage DHC; competition in the real estate industry, particularly in those markets in which DHC’s properties are located; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters; exposure to litigation and regulatory and government proceedings due to the nature of the senior living and other health and wellness related service businesses; actual and potential conflicts of interest with DHC's related parties, including DHC’s Managing Trustees, RMR, ABP Trust, AlerisLife and others affiliated with them; limitations imposed by and DHC’s ability to satisfy complex rules to maintain DHC’s qualification for taxation as a REIT for U.S. federal income tax purposes; acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other manmade or natural disasters beyond DHC’s control; and other matters. These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in DHC's periodic filings. The information contained in DHC's filings with the SEC, including under the caption “Risk Factors” in its periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this presentation. DHC's filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon DHC's 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. Warning Concerning Forward-Looking Statements RETURN TO TABLE OF CONTENTS