Diversified Healthcare Trust Third Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 November 1, 2023 Calusa Harbour 2525 First Street Fort Myers, FL
Q3 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Third Quarter 2023 Financial Results ............................................................................................ 3 Third Quarter 2023 Highlights ................................................................................................................................................................................ 4 Strategic Business and Financial Plan Update ...................................................................................................................................................... 5 Third Quarter 2023 Results ...................................................................................................................................................................................... 6 FINANCIALS Key Financial Data ..................................................................................................................................................................................................... 7 Condensed Consolidated Balance Sheets ............................................................................................................................................................ 8 Condensed Consolidated Statements of Income (Loss) .................................................................................................................................... 9 Condensed Consolidated Statements of Income (Loss) (Additional Data) ..................................................................................................... 10 DEBT AND LEVERAGE Debt Summary ........................................................................................................................................................................................................... 11 Debt Maturity Schedule ........................................................................................................................................................................................... 12 Leverage Ratios, Coverage Ratios and Public Debt Covenants ....................................................................................................................... 13 INVESTMENTS Summary of Capital Expenditures .......................................................................................................................................................................... 14 Redevelopment Information .................................................................................................................................................................................... 15 Property Acquisitions / Dispositions Information Since January 1, 2023 ....................................................................................................... 16 Investments in Unconsolidated Joint Ventures .................................................................................................................................................... 17 PORTFOLIO INFORMATION Portfolio Summary by Geographic Diversification and Property Type ........................................................................................................... 19 Portfolio Summary ..................................................................................................................................................................................................... 20 SHOP Units by Operator .......................................................................................................................................................................................... 21 Office Portfolio and Same Property - Results of Operations ............................................................................................................................ 22 SHOP Segment and Same Property - Results of Operations ............................................................................................................................ 25 SHOP Segment - Five Star and Other Operator Managed Communities Results of Operations .............................................................. 26 Portfolio Leasing Summary ...................................................................................................................................................................................... 27 Tenants Representing 1% or More of Total Annualized Rental Income ......................................................................................................... 28 Office Portfolio Lease Expiration Schedule .......................................................................................................................................................... 29 Non-Segment Lease Expiration Schedule ............................................................................................................................................................. 30 APPENDIX Company Profile and Research Coverage ............................................................................................................................................................ 31 Governance Information........................................................................................................................................................................................... 32 Non-GAAP Financial Measures and Certain Definitions .................................................................................................................................... 33 Calculation and Reconciliation of NOI and Cash Basis NOI .............................................................................................................................. 37 NOI and Cash Basis NOI .......................................................................................................................................................................................... 38 Same Property NOI and Cash Basis NOI .............................................................................................................................................................. 39 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment ....... 40 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre ............................................................................................ 44 Calculation and Reconciliation of FFO and Normalized FFO ............................................................................................................................ 45 WARNING CONCERNING FORWARD-LOOKING STATEMENTS ........................................................................................................................................................................ 46 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: Melissa McCarthy, Manager (617) 796-8234 ir@dhcreit.com Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634
Q3 2023 3 "During the third quarter, our normalized FFO increased by $22.5 million over the prior year, driven by improved SHOP operations, including a 13.2% revenue increase, a 370 basis-point occupancy increase to 78.4%, and a 7.0% increase in average monthly rate. While the SHOP recovery remains uneven and pressured by higher operating expenses, our operators continue to achieve rental rate growth and occupancy gains above the industry benchmark for comparable properties year over year. Our Office Portfolio remained resilient, with strong leasing demand for our portfolio of high-quality assets, evidenced by a 14.8% roll-up in rents, and we ended the quarter at 93.0% leased on a same property basis. In late September, following the termination of our merger agreement with OPI, we engaged B. Riley Securities as a financial advisor to evaluate our options to address our capital needs, including upcoming debt maturities. In addition, we are engaging in discussions with our bank group to extend our credit facility maturity date. Finally, in addition to deferring redevelopment capital, we have initiated the disposition process for a number of assets in each of our operating segments to provide liquidity for us to execute on our business plan." Jennifer Francis, President and Chief Executive Officer Diversified Healthcare Trust Announces Third Quarter 2023 Financial Results RETURN TO TABLE OF CONTENTS Newton, MA (November 1, 2023): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended September 30, 2023. Dividend DHC has declared a quarterly dividend on its common shares of $0.01 per share to shareholders of record as of the close of business on October 23, 2023. This dividend will be paid on or about November 16, 2023. Conference Call A conference call to discuss DHC's third quarter 2023 financial results will be held on Thursday, November 2, 2023 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 (412) 317-0088; the replay pass code is 1101189. 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 third 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 September 30, 2023, DHC’s approximately $7.2 billion portfolio included 376 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 9 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 approximately $36 billion in assets under management as of September 30, 2023 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.
Q3 2023 4 Financial Results Third Quarter 2023 Highlights RETURN TO TABLE OF CONTENTS Operating Update Financing Activities and Liquidity • Net loss of $65.8 million, or $0.28 per share. • Normalized FFO of $8.3 million, or $0.03 per share. • Leased 289,124 square feet in DHC's Office Portfolio at weighted average rents that were 14.8% higher than prior rents for the same space. • SHOP occupancy increased 370 basis points to 78.4% and average monthly rates increased by 7.0% year over year, resulting in a 13.2% increase in SHOP revenues. • As of September 30, 2023, DHC had approximately $279.1 million of cash and cash equivalents and restricted cash. • DHC has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of DHC's financial statements, or November 1, 2023. For further information, please refer to Note 1 to DHC's consolidated financial statements included in Part I, Item 1 of DHC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission, or the SEC. Same Property Cash Basis NOI For the Three Months Ended (dollars in thousands) September 30, 2023 June 30, 2023 Change September 30, 2022 Change Office Portfolio $ 27,619 $ 29,494 (6.4) % $ 28,373 (2.7) % SHOP $ 20,976 $ 22,961 (8.6) % $ (1,796) 1,267.9 % Consolidated $ 56,205 $ 59,842 (6.1) % $ 34,155 64.6 %
Q3 2023 5 Engagement of B. Riley Securities Strategic Business and Financial Plan Update RETURN TO TABLE OF CONTENTS Credit Facility Asset Sales • Engaged as financial advisor to help evaluate DHC's options to address its near term capital needs, including upcoming debt maturities. • Currently assessing several permissible financing options. • Added a property in Honolulu, HI to the collateral pool to cure the non-monetary default previously disclosed related to the aggregate appraised value of collateral properties that DHC is required to maintain under its credit agreement. • Currently engaging in discussions with the bank group to possibly extend the maturity date of the credit facility and to amend certain covenants to allow DHC to raise capital to repay maturing debt and fund capital expenditures in accordance with DHC's business plan. • Since January 1, 2023, DHC sold six properties for an aggregate sales price of $13,630, excluding closing costs. • DHC is in the pre-marketing stage of a disposition program, which currently includes 66 properties, as a potential way to increase liquidity to repay maturing debt and fund capital expenditures in accordance with DHC's business plan. Bylaw Amendment • DHC's bylaws have been amended to reduce the maximum percentage ownership of DHC common shares allowed to be owned from 9.8% to 5% in order to preserve its cumulative net operating losses, which can be used to offset any projected taxable gains on possible asset sales. This new ownership limitation is applicable on a prospective basis and any owner of more than 5% of DHC's common shares as of November 1, 2023 is not required to reduce their ownership to meet this requirement.
Q3 2023 6 Third Quarter 2023 Results RETURN TO TABLE OF CONTENTS For the Three Months Ended Financial Results September 30, 2023 June 30, 2023 Change September 30, 2022 Change Net loss $ (65,779) $ (72,571) 9.4 % $ (81,492) 19.3 % Net loss per common share $ (0.28) $ (0.30) 6.7 % $ (0.34) 17.6 % Normalized FFO $ 8,346 $ 12,133 (31.2) % $ (14,167) 158.9 % Normalized FFO per common share $ 0.03 $ 0.05 (40.0) % $ (0.06) 150.0 % Adjusted EBITDAre $ 58,809 $ 62,136 (5.4) % $ 35,782 64.4 % As of and For the Three Months Ended September 30, 2023 June 30, 2023 Basis Point Change September 30, 2022 Basis Point Change Occupancy Office Portfolio 85.8% 85.8% — 85.9% (10) SHOP 78.4% 77.8% 60 74.7% 370 Same Property Occupancy Office Portfolio 93.0% 93.0% — 92.2% 80 SHOP 79.0% 78.0% 100 74.8% 420 (dollars in thousands, except per share data)
Q3 2023 7 Key Financial Data RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Selected Balance Sheet Data: Total gross assets $ 7,496,204 $ 7,493,885 $ 7,545,727 $ 7,830,445 $ 7,857,421 Total assets $ 5,530,256 $ 5,585,475 $ 5,666,730 $ 6,002,093 $ 6,072,486 Total liabilities $ 3,088,730 $ 3,076,086 $ 3,082,911 $ 3,363,482 $ 3,366,431 Total equity $ 2,441,526 $ 2,509,389 $ 2,583,819 $ 2,638,611 $ 2,706,055 Selected Income Statement Data: Total revenues $ 356,524 $ 346,219 $ 346,030 $ 336,885 $ 322,920 Net loss $ (65,779) $ (72,571) $ (52,658) $ (65,322) $ (81,492) NOI $ 58,092 $ 59,991 $ 59,950 $ 51,719 $ 33,824 Adjusted EBITDAre $ 58,809 $ 62,136 $ 62,692 $ 59,713 $ 35,782 FFO $ 4,670 $ 6,090 $ 9,768 $ 4,463 $ (14,996) Normalized FFO $ 8,346 $ 12,133 $ 12,512 $ 8,138 $ (14,167) Per Common Share Data (basic and diluted): Net loss $ (0.28) $ (0.30) $ (0.22) $ (0.27) $ (0.34) FFO $ 0.02 $ 0.03 $ 0.04 $ 0.02 $ (0.06) Normalized FFO $ 0.03 $ 0.05 $ 0.05 $ 0.03 $ (0.06) Dividends: Annualized dividend declared per common share $ 0.04 $ 0.04 $ 0.04 $ 0.04 $ 0.04 Annualized dividend yield (at end of period) 2.1 % 1.8 % 3.0 % 6.2 % 4.0 % Normalized FFO payout ratio 33.3 % 20.0 % 20.0 % 33.3 % (16.7) % (dollars in thousands, except per share data) Five Star Premier Residences of Pompano Beach 1371 South Ocean Boulevard Pompano Beach, FL
Q3 2023 8 September 30, 2023 December 31, 2022 Assets Real estate properties: Land $ 652,707 $ 668,918 Buildings and improvements 6,114,398 6,023,625 Total real estate properties, gross 6,767,105 6,692,543 Accumulated depreciation (1,965,948) (1,828,352) Total real estate properties, net 4,801,157 4,864,191 Investments in unconsolidated joint ventures 153,744 155,477 Assets of properties held for sale 24,643 385 Cash and cash equivalents 278,122 658,065 Restricted cash 983 30,237 Acquired real estate leases and other intangible assets, net 36,605 45,351 Other assets, net 235,002 248,387 Total assets $ 5,530,256 $ 6,002,093 Liabilities and Shareholders' Equity Secured credit facility $ 450,000 $ 700,000 Senior unsecured notes, net 2,321,320 2,317,700 Secured debt and finance leases, net 13,660 30,177 Liabilities of properties held for sale 427 — Accrued interest 32,045 29,417 Other liabilities 271,278 286,188 Total liabilities 3,088,730 3,363,482 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 240,457,549 and 239,694,842 shares issued and outstanding, respectively 2,405 2,397 Additional paid in capital 4,618,138 4,617,031 Cumulative net income 1,880,842 2,071,850 Cumulative distributions (4,059,859) (4,052,667) Total shareholders' equity 2,441,526 2,638,611 Total liabilities and shareholders' equity $ 5,530,256 $ 6,002,093 Condensed Consolidated Balance Sheets (dollars in thousands, except share data) Baylor Medical Plaza at Rockwall-Heath 6435 South FM 549 Heath, TX RETURN TO TABLE OF CONTENTS
Q3 2023 9 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Rental income $ 63,390 $ 63,960 $ 191,201 $ 191,767 Residents fees and services 293,134 258,960 857,572 754,914 Total revenues 356,524 322,920 1,048,773 946,681 Expenses: Property operating expenses 298,432 289,096 870,740 823,904 Depreciation and amortization 67,236 60,407 200,430 175,927 General and administrative 6,954 6,179 20,111 20,671 Acquisition and certain other transaction related costs 3,676 289 9,812 1,826 Impairment of assets 1,156 — 18,380 — Total expenses 377,454 355,971 1,119,473 1,022,328 (Loss) gain on sale of properties — (5,044) 1,233 322,064 Gains and losses on equity securities, net — (2,674) 8,126 (21,384) Interest and other income (1) 3,243 4,099 12,572 6,760 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,293, $1,908, $6,616 and $6,698, respectively) (47,758) (46,936) (142,922) (160,042) Loss on modification or early extinguishment of debt — — (1,075) (30,043) (Loss) income before income tax expense and equity in net (losses) earnings of investees (65,445) (83,606) (192,766) 41,708 Income tax expense (189) (13) (379) (845) Equity in net (losses) earnings of investees (145) 2,127 2,137 8,685 Net (loss) income $ (65,779) $ (81,492) $ (191,008) $ 49,548 Weighted average common shares outstanding (basic and diluted) 238,892 238,344 238,722 238,231 Per common share data (basic and diluted): Net (loss) income $ (0.28) $ (0.34) $ (0.80) $ 0.21 Condensed Consolidated Statements of Income (Loss) RETURN TO TABLE OF CONTENTS (1) See footnote on the following page. (amounts in thousands, except per share data)
Q3 2023 10 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Additional Data: General and administrative expenses / total assets (at end of period) 0.1 % 0.1 % 0.4 % 0.3 % Non-cash straight line rent adjustments included in rental income $ 676 $ 2,738 $ (1,333) $ 7,193 Lease value amortization included in rental income $ (22) $ (42) $ 264 $ (204) Non-cash share based compensation $ 666 $ 472 $ 1,500 $ 1,452 Non-cash amortization included in property operating expenses $ 199 $ 199 $ 597 $ 597 Non-cash amortization included in general and administrative expenses $ 744 $ 744 $ 2,231 $ 2,231 COVID-19 Economic Relief (1) $ 115 $ 125 $ 1,581 $ 1,084 Condensed Consolidated Statements of Income (Loss) (Additional Data) (dollars in thousands) RETURN TO TABLE OF CONTENTS (1) DHC recognized as other income funds received under the Coronavirus Aid, Relief, and Economic Security Act, the American Rescue Plan Act and similar state sponsored plans as shown in the table above.
Q3 2023 11 Coupon Interest Principal Maturity Due at Years to Rate Rate Balance Date Maturity Maturity Secured Floating Rate Debt: Secured credit facility (1) 8.331% 8.331% $ 450,000 1/15/2024 $ 450,000 0.3 Weighted average rate / total secured floating rate debt 8.331% 8.331% $ 450,000 $ 450,000 0.3 Unsecured Fixed Rate Debt: Senior unsecured notes due 2024 4.750% 4.790% $ 250,000 5/1/2024 $ 250,000 0.6 Senior unsecured notes due 2025 (2) (3) 9.750% 9.750% 500,000 6/15/2025 500,000 1.7 Senior unsecured notes due 2028 4.750% 4.966% 500,000 2/15/2028 500,000 4.4 Senior unsecured notes due 2031 (3) 4.375% 4.375% 500,000 3/1/2031 500,000 7.4 Senior unsecured notes due 2042 5.625% 5.625% 350,000 8/1/2042 350,000 18.8 Senior unsecured notes due 2046 6.250% 6.250% 250,000 2/1/2046 250,000 22.4 Weighted average rate / total unsecured fixed rate debt 6.024% 6.074% $ 2,350,000 $ 2,350,000 8.1 Secured Fixed Rate Debt: Finance leases - 2 properties 7.700% 7.700% $ 4,156 4/30/2026 $ 155 2.6 Mortgage - secured by 1 property 6.444% 6.444% 9,504 7/6/2043 70 19.8 Weighted average rate / total secured fixed rate debt 6.826% 6.826% $ 13,660 $ 225 14.5 Weighted average rate / total debt 6.397% 6.439% $ 2,813,660 $ 2,800,225 6.9 Debt Summary (dollars in thousands) RETURN TO TABLE OF CONTENTS As of September 30, 2023 (1) DHC pledged certain equity interests of subsidiaries owning properties to secure its obligations under the agreement governing its credit facility, or the credit agreement, and provided first mortgage liens on 62 of DHC's medical office and life science properties. (2) 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 September 30, 2023, the redemption price was equal to 102.438% of any principal amount to be redeemed. As of June 15, 2024, the redemption price will equal 100% of any principal amount to be redeemed. (3) As of September 30, 2023, all of DHC's senior notes due 2025 and all of DHC's senior 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, including pledged subsidiaries under DHC's credit agreement. The notes and the guarantees 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 are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of DHC's subsidiaries that do not guarantee the notes.
Q3 2023 12 $450,000 $250,000 $500,000 $500,000 $500,000 $600,000 $305 $1,820 $1,990 $898 $302 $322 $343 $366 $390 $6,924 Secured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt 2023 2024 2025 2026 2027 2028 2029 2030 2031 Thereafter $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 Debt Maturity Schedule (2) (1) RETURN TO TABLE OF CONTENTS (dollars in thousands) As of September 30, 2023 (1) Represents outstanding borrowings under DHC's credit facility as of September 30, 2023. (2) Includes $4,156 of finance lease obligations due through April 2026.
Q3 2023 13 Leverage Ratios, Coverage Ratios and Public Debt Covenants RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Leverage Ratios: Net debt / total gross assets 33.8% 32.8% 32.4% 30.6% 29.2% Net debt / gross book value of real estate assets 35.3% 34.5% 34.4% 33.8% 32.8% Secured debt / total assets 8.4% 8.3% 8.5% 12.2% 12.2% Variable rate debt / net debt 17.7% 18.3% 18.4% 29.2% 30.5% Coverage Ratios: Net debt / annualized Adjusted EBITDAre 10.6x 9.8x 9.6x 10.4x 15.8x Adjusted EBITDAre / interest expense 1.2x 1.3x 1.3x 1.2x 0.8x As of and For the Trailing Twelve Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Public Debt Covenants: Maintenance Covenant Total unencumbered assets / unsecured debt - required minimum 150.0% 261.4% 264.4% 265.3% 276.6% 273.5% Incurrence Covenants Total debt / adjusted total assets - allowable maximum 60.0% 37.0% 37.0% 37.0% 38.8% 38.8% Secured debt / adjusted total assets - allowable maximum 40.0% 6.1% 6.1% 6.3% 9.2% 9.3% Consolidated income available for debt service / debt service - required minimum 1.50x (1) 1.17x 1.08x 0.98x 0.83x 0.79x (1) As of September 30, 2023, DHC's ratio of consolidated income available for debt service to debt service was below the requirement under its credit facility and public debt covenants, and as a result, DHC is unable to refinance existing or maturing debt or issue new debt until this ratio is at or above the required level on a pro forma basis. 4700 North Hanley Road St. Louis, MO
Q3 2023 14 (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 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Office Portfolio: Lease related costs $ 8,689 $ 9,284 $ 6,748 $ 9,558 $ 4,277 Building improvements 4,036 2,561 856 4,516 3,535 Recurring capital expenditures - Office Portfolio 12,725 11,845 7,604 14,074 7,812 SHOP fixed assets and capital improvements 25,978 18,407 23,644 39,418 24,724 Wellness centers lease related costs 3,909 884 — — — Total recurring capital expenditures $ 42,612 $ 31,136 $ 31,248 $ 53,492 $ 32,536 Office Portfolio avg. sq. ft. during period 8,803 8,803 8,810 8,811 8,767 SHOP avg. units managed during period 25,312 25,325 25,337 25,212 25,077 Office Portfolio building improvements per avg. sq. ft. during period $ 0.46 $ 0.29 $ 0.10 $ 0.51 $ 0.40 SHOP fixed assets and capital improvements per avg. unit managed during period $ 1,026 $ 727 $ 933 $ 1,563 $ 986 Development, redevelopment and other activities - Office Portfolio $ 2,410 $ 4,792 $ 1,922 $ 5,111 $ 9,069 Development, redevelopment and other activities - SHOP 23,020 20,405 16,223 59,981 28,224 Total development, redevelopment and other activities $ 25,430 $ 25,197 $ 18,145 $ 65,092 $ 37,293
Q3 2023 15 Project Location Type of Property Square Feet (1) Estimated Project Costs Total Costs Incurred as of September 30, 2023 Estimated Completion Date 100 Hampshire Street Mansfield, MA Life Science 124,803 $ 7.8 $ 2.5 Q1 2024 (1) Represents estimated square footage upon project completion. Redevelopment Information (dollars in millions) RETURN TO TABLE OF CONTENTS Office Portfolio As of September 30, 2023 Project Location Type of Property Number of Units Estimated Project Costs Total Costs Incurred as of September 30, 2023 Estimated Completion Date Pueblo Norte Senior Living Scottsdale, AZ IL/AL 178 $ 26.6 $ 11.2 Q2 2025 The Remington Club San Diego, CA IL/AL 342 10.0 9.5 Q4 2023 Five Star Premier Residences of Teaneck Teaneck, NJ IL/AL 218 9.8 9.2 Q1 2024 Leisure Park Lakewood, NJ IL/AL/MC 355 6.5 6.3 Q4 2023 Five Star Residences of Dayton Place Denver, CO IL/AL/MC 239 6.4 5.2 Q4 2023 The Forum at Memorial Woods Houston, TX IL/AL/MC 323 5.0 4.2 Q4 2023 Church Creek Arlington Heights, IL IL/AL/MC 280 4.0 2.4 Q1 2024 $ 68.3 $ 48.0 SHOP
Q3 2023 16 Property Acquisitions / Dispositions Information Since January 1, 2023 Acquisitions: DHC has not acquired any properties since January 1, 2023. Dispositions: Date Sold Location Type of Property Number of Properties Gross Sales Price 2/3/2023 Columbia, SC Senior Living (1) 1 $ 1,100 2/28/2023 South Park, PA Senior Living (1) 1 1,100 2/28/2023 Elizabeth, PA Senior Living (1) 1 600 10/11/2023 King of Prussia, PA Medical Office 1 1,800 10/23/2023 Knoxville, TN Senior Living (1) 1 2,830 10/23/2023 Rockville, MD Life Science 1 6,200 Total Dispositions 6 $ 13,630 (dollars in thousands) RETURN TO TABLE OF CONTENTS (1) The community was closed prior to disposition.
Q3 2023 17 Investments in Unconsolidated Joint Ventures (1) (dollars in thousands) RETURN TO TABLE OF CONTENTS As of September 30, 2023 Nine Months Ended September 30, 2023 Joint Venture Location Type of Property Number of Properties Square Feet Occupancy at September 30, 2023 Weighted Average Lease Term at September 30, 2023 DHC Ownership DHC Carrying Value of Investment at September 30, 2023 Joint Venture FFO Joint Venture EBITDAre Seaport Innovation LLC Boston, MA Life Science 1 1,134,479 100% 5.3 years 10% $ 107,773 $ 44,532 $ 61,381 The LSMD Fund REIT LLC Various Medical Office / Life Science 10 1,068,763 98% 6.0 years 20% 45,971 6,767 25,835 Total / Weighted Average 11 2,203,242 99% 5.5 years $ 153,744 $ 51,299 $ 87,216 Investments in Unconsolidated Joint Ventures Unconsolidated Debt Joint Venture Secured Debt (2) Coupon Rate Maturity Date Principal Balance at September 30, 2023 (3) DHC Ownership DHC Share of Principal Balance at September 30, 2023 (4) Seaport Innovation LLC Fixed Rate - 1 Property 3.530% 8/6/2026 $ 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 (5) 5.900% 2/9/2024 266,825 20% 53,365 Total / Weighted Average 4.104% $ 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) Original maturity date of February 9, 2024 is subject to three, one year extension options and requires interest to be paid at an annual rate of secured overnight financing rate, or SOFR, plus a premium of 1.90%. Interest rate is as of September 30, 2023. The joint venture has also purchased an interest rate cap through February 2024 with a SOFR strike rate equal to 4.00%.
Q3 2023 18 Investments in Unconsolidated Joint Ventures (continued) (1) (dollars in thousands) RETURN TO TABLE OF CONTENTS As of September 30, 2023 (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 as of September 30, 2023. A nn ua liz ed R en ta l I nc om e Seaport Innovation LLC The LSMD Fund REIT LLC 2023 2024 2025 2026 2027 2028 2029 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 5 9 19 12 7 14 37 % of Total Annualized Rental Income Expiring 0.7% 1.4% 5.8 % 3.0% 0.9 % 63.3% 24.9% Major Tenants of Unconsolidated Joint Ventures Joint Venture Tenant % of Annualized Rental Income of Joint Ventures Seaport Innovation LLC Vertex Pharmaceuticals Inc. 61.5% The LSMD Fund REIT LLC Cedars-Sinai Medical Center 11.6% 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: 25% TX: 4% WA: 3% NY: 2% Geographic Diversification (2)
Q3 2023 19 FL: 10% CA: 9% TX: 9% GA: 6% MD: 4% NC: 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 September 30, 2023) (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: 27% SNFs: 1% Life Science: 17% Medical Office: 33% Wellness Centers: 5% Property Type(1) (2) (based on Q3 2023 NOI)
Q3 2023 20 Portfolio Summary RETURN TO TABLE OF CONTENTS (dollars in thousands, except investment per square foot or unit) As of September 30, 2023 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 Q3 2023 Total Revenues % of Q3 2023 Total NOI Q3 2023 Q3 2023 Revenues NOI Life science 24 2,621,344 $ 806,560 11.2 % $ 308 $ 17,086 4.8 % $ 9,846 16.9 % Medical office 81 6,187,718 1,498,537 20.9 % $ 242 37,972 10.6 % 19,428 33.5 % Subtotal Office Portfolio 105 8,809,062 sq. ft. 2,305,097 32.1 % $ 262 55,058 15.4 % 29,274 50.4 % SHOP 234 25,302 units 4,490,177 62.5 % $ 177,463 293,134 82.2 % 20,689 35.6 % Triple net leased senior living communities 27 2,062 units 203,106 2.8 % $ 98,500 5,209 1.5 % 5,209 9.0 % Wellness centers 10 812,000 sq. ft. 182,566 2.6 % $ 225 3,123 0.9 % 2,920 5.0 % Total 376 $ 7,180,946 100.0 % $ 356,524 100.0 % $ 58,092 100.0 %
Q3 2023 21 SHOP Units by Operator RETURN TO TABLE OF CONTENTS Unit Count as of September 30, 2023 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 6,470 9,646 1,539 — 17,655 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 FL/MD/TN/VA 17 683 — 294 — 977 Cedarhurst Senior Living IL/WI 13 680 10 95 — 785 Stellar Senior Living CO/TX/WY 10 — 177 — 992 1,169 Northstar Senior Living AZ/CA 7 121 — 297 — 418 Navion Senior Solutions SC 5 210 — 25 — 235 Life Care Services DE 3 71 196 12 238 517 Oaks Senior Living GA 3 159 — 105 — 264 IntegraCare Senior Living PA 2 127 — 16 — 143 Omega Senior Living NE 1 69 — — — 69 The RMR Group TX 1 — 169 — — 169 Total 230 10,612 10,385 2,911 1,394 25,302 (1) Excludes four closed senior living communities.
Q3 2023 22 (1) Same property includes those properties classified as same property for the three months ended September 30, 2023 for all periods presented. RETURN TO TABLE OF CONTENTS OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Number of Properties 105 105 105 105 105 Square Feet 8,809 8,797 8,809 8,811 8,811 Occupancy 85.8 % 85.8 % 85.1 % 84.7 % 85.9 % Rental Income $ 55,058 $ 53,368 $ 57,022 $ 59,529 $ 55,254 NOI $ 29,274 $ 29,430 $ 33,507 $ 34,882 $ 31,075 Cash Basis NOI $ 28,940 $ 34,000 $ 31,064 $ 31,849 $ 28,362 NOI Margin % 53.2 % 55.1 % 58.8 % 58.6 % 56.2 % Cash Basis NOI Margin % 52.7 % 58.5 % 56.7 % 56.2 % 53.8 % Sequential NOI % Change (0.5) % (12.2) % (3.9) % 12.3 % Sequential Cash Basis NOI % Change (14.9) % 9.5 % (2.5) % 12.3 % Year Over Year NOI % Change (5.8) % Year Over Year Cash Basis NOI % Change 2.0 % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (1) (dollars and sq. ft. in thousands) As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Number of Properties 91 91 91 91 91 Square Feet 7,677 7,677 7,689 7,689 7,689 Occupancy 93.0 % 93.0 % 92.1 % 92.1 % 92.2 % Rental Income $ 49,778 $ 49,607 $ 49,251 $ 48,815 $ 49,616 NOI $ 27,520 $ 29,607 $ 29,555 $ 28,160 $ 29,039 Cash Basis NOI $ 27,619 $ 29,494 $ 29,431 $ 27,351 $ 28,373 NOI Margin % 55.3 % 59.7 % 60.0 % 57.7 % 58.5 % Cash Basis NOI Margin % 55.2 % 59.4 % 59.7 % 56.8 % 57.7 % Sequential NOI % Change (7.0) % 0.2 % 5.0 % (3.0) % Sequential Cash Basis NOI % Change (6.4) % 0.2 % 7.6 % (3.6) % Year Over Year NOI % Change (5.2) % Year Over Year Cash Basis NOI % Change (2.7) % Office Portfolio and Same Property - Results of Operations Trailing Five Quarters
Q3 2023 23RETURN TO TABLE OF CONTENTS OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended September 30, 2023 As of and For the Three Months Ended September 30, 2022 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Properties 24 81 105 24 81 105 Square Feet 2,621 6,188 8,809 2,621 6,190 8,811 Occupancy 85.9 % 85.8 % 85.8 % 90.1 % 84.1 % 85.9 % Rental Income $ 17,086 $ 37,972 $ 55,058 $ 16,565 $ 38,689 $ 55,254 NOI $ 9,846 $ 19,428 $ 29,274 $ 10,115 $ 20,960 $ 31,075 Cash Basis NOI $ 9,498 $ 19,442 $ 28,940 $ 8,015 $ 20,347 $ 28,362 NOI Margin % 57.6 % 51.2 % 53.2 % 61.1 % 54.2 % 56.2 % Cash Basis NOI Margin % 56.6 % 51.0 % 52.7 % 55.2 % 53.2 % 53.8 % NOI % Change (2.7) % (7.3) % (5.8) % Cash Basis NOI % Change 18.5 % (4.4) % 2.0 % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended September 30, 2023 As of and For the Three Months Ended September 30, 2022 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Properties 16 75 91 16 75 91 Square Feet 2,026 5,651 7,677 2,026 5,663 7,689 Occupancy 94.9 % 92.3 % 93.0 % 96.3 % 90.7 % 92.2 % Rental Income $ 12,433 $ 37,345 $ 49,778 $ 11,692 $ 37,924 $ 49,616 NOI $ 7,118 $ 20,402 $ 27,520 $ 7,092 $ 21,947 $ 29,039 Cash Basis NOI $ 7,202 $ 20,417 $ 27,619 $ 7,131 $ 21,242 $ 28,373 NOI Margin % 57.3 % 54.6 % 55.3 % 60.7 % 57.9 % 58.5 % Cash Basis NOI Margin % 57.4 % 54.4 % 55.2 % 60.6 % 56.8 % 57.7 % NOI % Change 0.4 % (7.0) % (5.2) % Cash Basis NOI % Change 1.0 % (3.9) % (2.7) % Office Portfolio and Same Property - Results of Operations (continued) Three Months Ended September 30, 2023 and 2022
Q3 2023 24 Office Portfolio and Same Property - Results of Operations (continued) RETURN TO TABLE OF CONTENTS OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Nine Months Ended September 30, 2023 As of and For the Nine Months Ended September 30, 2022 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Properties 24 81 105 24 81 105 Square Feet 2,621 6,188 8,809 2,621 6,190 8,811 Occupancy 85.9 % 85.8 % 85.8 % 90.1 % 84.1 % 85.9 % Rental Income $ 51,573 $ 113,875 $ 165,448 $ 45,547 $ 117,314 $ 162,861 NOI $ 30,485 $ 61,726 $ 92,211 $ 26,894 $ 66,315 $ 93,209 Cash Basis NOI $ 32,729 $ 61,275 $ 94,004 $ 22,038 $ 64,213 $ 86,251 NOI Margin % 59.1 % 54.2 % 55.7 % 59.0 % 56.5 % 57.2 % Cash Basis NOI Margin % 60.6 % 53.8 % 56.0 % 54.0 % 55.5 % 55.1 % NOI % Change 13.4 % (6.9) % (1.1) % Cash Basis NOI % Change 48.5 % (4.6) % 9.0 % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Nine Months Ended September 30, 2023 As of and For the Nine Months Ended September 30, 2022 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Properties 16 75 91 16 75 91 Square Feet 2,026 5,651 7,677 2,026 5,663 7,689 Occupancy 94.9 % 92.3 % 93.0 % 96.3 % 90.7 % 92.2 % Rental Income $ 36,735 $ 111,900 $ 148,635 $ 34,214 $ 111,183 $ 145,397 NOI $ 22,299 $ 64,383 $ 86,682 $ 20,381 $ 66,072 $ 86,453 Cash Basis NOI $ 22,654 $ 63,889 $ 86,543 $ 19,707 $ 64,010 $ 83,717 NOI Margin % 60.7 % 57.5 % 58.3 % 59.6 % 59.4 % 59.5 % Cash Basis NOI Margin % 60.9 % 57.1 % 58.1 % 58.6 % 58.4 % 58.5 % NOI % Change 9.4 % (2.6) % 0.3 % Cash Basis NOI % Change 15.0 % (0.2) % 3.4 % Nine Months Ended September 30, 2023 and 2022
Q3 2023 25 SHOP Segment and Same Property - Results of Operations RETURN TO TABLE OF CONTENTS SHOP SEGMENT - RESULTS OF OPERATIONS As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Number of Properties 234 234 234 237 234 Number of Units 25,302 25,322 25,327 25,346 25,078 Occupancy 78.4 % 77.8 % 76.9 % 76.3 % 74.7 % Average Monthly Rate $ 4,826 $ 4,809 $ 4,837 $ 4,561 $ 4,509 Year Over Year Average Monthly Rate % Change 7.0 % Residents Fees and Services $ 293,134 $ 284,846 $ 279,592 $ 267,912 $ 258,960 Property Operating Expenses (272,445) (261,959) (262,329) (260,043) (264,722) NOI $ 20,689 $ 22,887 $ 17,263 $ 7,869 $ (5,762) NOI Margin % 7.1 % 8.0 % 6.2 % 2.9 % (2.2) % Sequential NOI % Change (9.6) % 32.6 % 119.4 % 236.6 % Year Over Year NOI % Change 459.1 % SHOP SEGMENT SAME PROPERTY - RESULTS OF OPERATIONS (1) As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Number of Properties 225 225 225 225 225 Number of Units 24,592 24,592 24,592 24,592 24,592 Occupancy 79.0 % 78.0 % 77.1 % 76.4 % 74.8 % Average Monthly Rate $ 4,832 $ 4,808 $ 4,836 $ 4,558 $ 4,538 Year Over Year Average Monthly Rate % Change 6.5 % Residents Fees and Services $ 287,984 $ 280,176 $ 274,988 $ 263,726 $ 256,300 Property Operating Expenses (267,008) (257,215) (257,490) (257,664) (258,096) NOI $ 20,976 $ 22,961 $ 17,498 $ 6,062 $ (1,796) NOI Margin % 7.3 % 8.2 % 6.4 % 2.3 % (0.7) % Sequential NOI % Change (8.6) % 31.2 % 188.7 % 437.5 % Year Over Year NOI % Change 1,267.9 % (1) Same property includes those properties classified as same property for the three months ended September 30, 2023 for all periods presented. Trailing Five Quarters (dollars in thousands, except average monthly rate) (dollars in thousands, except average monthly rate)
Q3 2023 26RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended September 30, 2023 As of and For the Three Months Ended September 30, 2022 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 119 115 234 120 114 234 Number of Units 17,655 7,647 25,302 17,889 7,189 25,078 Occupancy 78.4 % 78.5 % 78.4 % 75.3 % 73.2 % 74.7 % Average Monthly Rate $ 4,442 $ 5,722 $ 4,826 $ 4,158 $ 5,405 $ 4,509 Average Monthly Rate % Change 6.8 % 5.9 % 7.0 % Residents Fees and Services $ 188,769 $ 104,365 $ 293,134 $ 171,700 $ 87,260 $ 258,960 Property Operating Expenses (169,937) (102,508) (272,445) (166,332) (98,390) (264,722) NOI $ 18,832 $ 1,857 $ 20,689 $ 5,368 $ (11,130) $ (5,762) NOI Margin % 10.0 % 1.8 % 7.1 % 3.1 % (12.8) % (2.2) % NOI % Change 250.8 % 116.7 % 459.1 % SHOP Segment - Five Star and Other Operator Managed Communities Results of Operations Three Months Ended September 30, 2023 and 2022 As of and For the Nine Months Ended September 30, 2023 As of and For the Nine Months Ended September 30, 2022 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 119 115 234 120 114 234 Number of Units 17,655 7,647 25,302 17,889 7,189 25,078 Occupancy 77.9 % 77.3 % 77.7 % 74.5 % 72.0 % 73.8 % Average Monthly Rate $ 4,474 $ 5,641 $ 4,824 $ 4,117 $ 5,443 $ 4,487 Average Monthly Rate % Change 8.7 % 3.6 % 7.5 % Residents Fees and Services $ 557,248 $ 300,324 $ 857,572 $ 499,404 $ 255,510 $ 754,914 Property Operating Expenses (495,447) (301,286) (796,733) (471,724) (282,333) (754,057) NOI $ 61,801 $ (962) $ 60,839 $ 27,680 $ (26,823) $ 857 NOI Margin % 11.1 % (0.3) % 7.1 % 5.5 % (10.5) % 0.1 % NOI % Change 123.3 % 96.4 % 6,999.1 % Nine Months Ended September 30, 2023 and 2022 SHOP SEGMENT - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate)
Q3 2023 27 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 Office Portfolio Wellness Centers As of and For the Three Months Ended As of and For the Nine Months Ended As of and For the Three Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 9/30/2023 3/31/2023 Properties 105 105 105 105 105 105 10 Total square feet 8,809 8,797 8,809 8,811 8,811 8,809 812 Occupancy 85.8 % 85.8 % 85.1 % 84.7 % 85.9 % 85.8 % 100.0 % Leasing Activity (sq. ft.): New leases 45 163 38 33 43 246 225 Renewals 244 161 34 149 178 439 — Total 289 324 72 182 221 685 225 % Change in GAAP Rent: (2) New leases 25.7 % 0.5 % 23.0 % 12.5 % 5.5 % 9.9 % (9.9) % Renewals 12.1 % 2.1 % 12.3 % 8.3 % 1.6 % 8.4 % — % Total 14.8 % 1.3 % 17.9 % 8.9 % 2.4 % 8.9 % (9.9) % Weighted Average Lease Term (years): New leases 14.8 8.2 11.9 5.9 5.0 10.6 18.6 Renewals 6.2 5.7 5.5 9.8 6.0 6.0 — Total 8.1 6.9 8.9 9.2 5.8 7.7 18.6 Leasing Costs and Concession Commitments: New leases $ 8,054 $ 8,602 $ 4,170 $ 1,267 $ 2,334 $ 20,826 $ 30,071 Renewals 6,533 2,038 726 4,735 2,672 9,297 — Total $ 14,587 $ 10,640 $ 4,896 $ 6,002 $ 5,006 $ 30,123 $ 30,071 Leasing Costs and Concession Commitments per Sq. Ft.: New leases $ 175.80 $ 52.84 $ 110.57 $ 38.47 $ 54.30 $ 84.54 $ 133.95 Renewals $ 26.85 $ 12.66 $ 20.96 $ 31.83 $ 15.02 $ 21.18 $ — Total $ 50.45 $ 32.86 $ 67.67 $ 33.04 $ 22.66 $ 43.96 $ 133.95 Leasing Costs and Concession Commitments per Sq. Ft. per Year: New leases $ 11.87 $ 6.47 $ 9.32 $ 6.57 $ 10.95 $ 7.99 $ 7.20 Renewals $ 4.31 $ 2.23 $ 3.83 $ 3.24 $ 2.49 $ 3.55 $ — Total $ 6.24 $ 4.78 $ 7.56 $ 3.60 $ 3.89 $ 5.73 $ 7.20 (dollars and sq. ft. in thousands, except per sq. ft. data)
Q3 2023 28 As of September 30, 2023 Tenants Representing 1% Or More of Total Annualized Rental Income RETURN TO TABLE OF CONTENTS (dollars in thousands) Tenant Type of Property Annualized Rental Income % of Annualized Rental Income Expiration 1 Advocate Aurora Health Medical office $ 16,939 6.5% 2026-2031 2 Life Time Athletic (1) Wellness center 12,284 4.7% 2040-2044 3 Brookdale Senior Living, Inc. Senior living 9,559 3.6% 2032 4 Medtronic, Inc. Medical office 6,317 2.4% 2023-2028 5 Alamar Biosciences, Inc. Life science 6,194 2.4% 2034 6 Stratford Retirement, LLC Senior living 5,685 2.2% 2033 7 KSQ Therapeutics, Inc. Life science 5,595 2.1% 2032 8 IQVIA Holdings Inc. Life science 5,446 2.1% 2023 9 Prometheus Biosciences, Inc. Life science 5,290 2.0% 2033 10 Sonova Holding AG Life science 4,875 1.9% 2033 11 Boston Children's Hospital Medical office 4,764 1.8% 2028 12 Magellan Health Inc. Medical office 4,643 1.8% 2025 13 Stellar Senior Living, LLC Senior living 4,539 1.7% 2027 14 Tokio Marine Holdings Inc. Medical office 3,982 1.5% 2023-2033 15 Abbvie Inc. Life science 3,972 1.5% 2027 16 United Healthcare Services, Inc. Medical office 3,947 1.5% 2026 17 Cigna Holding Co. Medical office 3,914 1.5% 2024 18 PerkinElmer Health Sciences, Inc. Life science 3,681 1.4% 2028 19 McKesson Corporation Medical office 3,556 1.4% 2025-2029 20 HCA Holdings Inc. Medical office 3,490 1.3% 2024-2027 21 Duke University Medical office 3,331 1.3% 2024 22 Hawaii Pacific Health Medical office 3,289 1.3% 2024-2029 23 New York University Medical office 3,248 1.2% 2023-2028 24 Ultragenyx Pharmaceutical Inc. Life science 3,123 1.2% 2026 25 Virginia Commonwealth University Health System Medical office 2,920 1.1% 2032 All Other Tenants 127,860 48.6% 2023-2043 Total Tenants $ 262,443 100.0% (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.
Q3 2023 29 Office Portfolio Lease Expiration Schedule RETURN TO TABLE OF CONTENTS (dollars in thousands) As of September 30, 2023 Office Portfolio Annualized Rental Income Expiring Year Annualized Rental Income Expiring % of Total Annualized Rental Income Expiring Cumulative % of Total Annualized Rental Income Expiring 2023 $ 10,156 4.5% 4.5% 2024 18,899 8.5% 13.0% 2025 17,759 8.0% 21.0% 2026 24,064 10.8% 31.8% 2027 21,574 9.7% 41.5% 2028 33,938 15.2% 56.7% 2029 14,747 6.6% 63.3% 2030 7,206 3.2% 66.5% 2031 26,163 11.7% 78.2% 2032 and thereafter 48,737 21.8% 100.0% Total $ 223,243 100.0% Average remaining lease term for DHC's office portfolio (weighted by annualized rental income): 5.5 years Office Portfolio Square Feet with Leases Expiring Year Leased Square Feet Expiring % of Total Leased Square Feet Expiring Cumulative % of Total Leased Square Feet Expiring 2023 334,564 4.4% 4.4% 2024 795,519 10.5% 14.9% 2025 640,587 8.5% 23.4% 2026 776,502 10.3% 33.7% 2027 877,338 11.6% 45.3% 2028 1,207,537 16.0% 61.3% 2029 502,621 6.6% 67.9% 2030 287,954 3.8% 71.7% 2031 901,438 11.9% 83.6% 2032 and thereafter 1,235,742 16.4% 100.0% Total 7,559,802 100.0% Five Star Premier Residences of Hollywood 2480 North Park Road Hollywood, FL
Q3 2023 30 Non-Segment 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 2023 — — $ — —% —% 2024 — — — —% —% 2025 3 129,500 sq. ft. 1,458 3.7% 3.7% 2026 — — — —% 3.7% 2027 4 533 units 4,539 11.6% 15.3% 2028 — — — —% 15.3% 2029 1 155 units 547 1.4% 16.7% 2030 2 283 units 3,496 8.9% 25.6% 2031 (1) 1 — — —% 25.6% 2032 and thereafter 26 1,091 units and 682,500 sq. ft. 29,160 74.4% 100.0% Total 37 $ 39,200 100.0% Non-Segment Lease Expiration Schedule As of September 30, 2023 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 September 30, 2023, the tenant was in default on its obligations to DHC under this lease. (dollars in thousands)
Q3 2023 31 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 September 30, 2023, DHC’s approximately $7.2 billion portfolio included 376 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 9 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is included in 148 market indices and comprises more than 1% of the following indices as of September 30, 2023: 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 September 30, 2023, RMR had approximately $36 billion of real estate assets under management and the combined RMR managed companies had more than $5 billion of annual revenues, over 2,000 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 Lori Marks Alan Zigman (212) 553-1098 (416) 507-2556 lori.marks@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.
Q3 2023 32 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 Jennifer F. Francis Matthew C. Brown President and Chief Executive Officer Chief Financial Officer and Treasurer Governance Information RETURN TO TABLE OF CONTENTS Park Square Manor 6990 East County Road 100 North Avon, IN
Q3 2023 33 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 37 through 43. 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. EBITDA, EBITDAre and Adjusted EBITDAre DHC calculates EBITDA, EBITDAre and Adjusted EBITDAre as shown on page 44. 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 unconsolidated joint ventures, impairment of assets, if any, and including adjustments to reflect DHC's proportionate share of EBITDAre of DHC's former equity method investment in AlerisLife for the periods DHC had an equity investment in AlerisLife that it accounted for as an equity method investment and DHC's proportionate share of EBITDAre from its unconsolidated joint ventures, as well as certain other adjustments currently not applicable to DHC. In calculating Adjusted EBITDAre, DHC adjusts for the items shown on page 44. 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 45. 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 unconsolidated joint ventures, 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 former equity method investment in AlerisLife for the periods DHC had an equity investment in AlerisLife that it accounted for as an equity method investment and DHC's proportionate share of FFO from its unconsolidated joint ventures, 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 45, including similar adjustments for DHC's unconsolidated joint ventures, if any. 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
Q3 2023 34 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 September 30, 2023. Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases; excludes lease value amortization at certain of DHC's medical office and life science properties and wellness centers. Annualized rental income amounts for DHC's medical office and life science properties also exclude 100% of rents pursuant to existing leases as of September 30, 2023 from the medical office and life science properties owned by unconsolidated joint ventures in which DHC owns an equity interest. Average monthly rate Average monthly rate is calculated by taking the average daily rate, which is defined as total residents fees and services divided by occupied units during the period, and multiplying it by 30 days. 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. 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 fee amortization, 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. Estimated completion date Estimated completion date can depend on various factors, including when lease agreements are signed with tenants. 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. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q3 2023 35 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 credit agreement and its senior 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 unsecured notes; excludes effects of debt issuance costs and the facility fee on DHC's credit facility. 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 September 30, 2023. 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 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. Occupancy Occupancy for DHC's Office 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. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q3 2023 36 Office Portfolio Office 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. The principal balance of DHC's credit facility includes amounts outstanding as of the date presented. Same Property As of and for the three months ended September 30, 2023, same property consists of properties owned, in service, reported in the same segment and operated by the same operator continuously since July 1, 2022; 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. As of and for the nine months ended September 30, 2023, same property consists of properties owned, in service, reported in the same segment and operated by the same operator continuously since January 1, 2022; 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. 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. 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 September 30, 2023. Non-GAAP Financial Measures and Certain Definitions (continued) RETURN TO TABLE OF CONTENTS
Q3 2023 37 Calculation and Reconciliation of NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS For the Three Months Ended For the Nine Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 9/30/2023 9/30/2022 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 63,390 $ 61,373 $ 66,438 $ 68,973 $ 63,960 $ 191,201 $ 191,767 Residents fees and services 293,134 284,846 279,592 267,912 258,960 857,572 754,914 Total revenues 356,524 346,219 346,030 336,885 322,920 1,048,773 946,681 Property operating expenses (298,432) (286,228) (286,080) (285,166) (289,096) (870,740) (823,904) NOI 58,092 59,991 59,950 51,719 33,824 178,033 122,777 Non-cash straight line rent adjustments included in rental income (676) 4,457 (2,448) (1,723) (2,738) 1,333 (7,193) Lease value amortization included in rental income 22 25 (311) 41 42 (264) 204 Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) (597) (597) Cash Basis NOI $ 57,239 $ 64,274 $ 56,992 $ 49,837 $ 30,929 $ 178,505 $ 115,191 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net (loss) income $ (65,779) $ (72,571) $ (52,658) $ (65,322) $ (81,492) $ (191,008) $ 49,548 Equity in net losses (earnings) of investees 145 (2,929) 647 2,630 (2,127) (2,137) (8,685) Income tax expense (benefit) 189 221 (31) (135) 13 379 845 Loss on modification or early extinguishment of debt — — 1,075 — — 1,075 30,043 Interest expense 47,758 47,384 47,780 49,341 46,936 142,922 160,042 Interest and other income (3,243) (5,134) (4,195) (9,169) (4,099) (12,572) (6,760) Gains and losses on equity investments, net — — (8,126) 4,276 2,674 (8,126) 21,384 (Gain) loss on sale of properties — — (1,233) 202 5,044 (1,233) (322,064) Impairment of assets 1,156 11,299 5,925 — — 18,380 — Acquisition and certain other transaction related costs 3,676 6,043 93 779 289 9,812 1,826 General and administrative 6,954 7,284 5,873 5,764 6,179 20,111 20,671 Depreciation and amortization 67,236 68,394 64,800 63,353 60,407 200,430 175,927 NOI 58,092 59,991 59,950 51,719 33,824 178,033 122,777 Non-cash straight line rent adjustments included in rental income (676) 4,457 (2,448) (1,723) (2,738) 1,333 (7,193) Lease value amortization included in rental income 22 25 (311) 41 42 (264) 204 Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) (597) (597) Cash Basis NOI $ 57,239 $ 64,274 $ 56,992 $ 49,837 $ 30,929 $ 178,505 $ 115,191
Q3 2023 38 For the Three Months Ended 9/30/2023 9/30/2022 $ Change % Change 6/30/2023 $ Change % Change NOI: Life Science $ 9,846 $ 10,115 $ (269) (2.7) % $ 8,442 $ 1,404 16.6 % Medical Office 19,428 20,960 (1,532) (7.3) % 20,988 (1,560) (7.4) % Total Office Portfolio 29,274 31,075 (1,801) (5.8) % 29,430 (156) (0.5) % SHOP 20,689 (5,762) 26,451 459.1 % 22,887 (2,198) (9.6) % Non-Segment 8,129 8,511 (382) (4.5) % 7,674 455 5.9 % Total $ 58,092 $ 33,824 $ 24,268 71.7 % $ 59,991 $ (1,899) (3.2) % Cash Basis NOI: Life Science $ 9,498 $ 8,015 $ 1,483 18.5 % $ 13,142 $ (3,644) (27.7) % Medical Office 19,442 20,347 (905) (4.4) % 20,858 (1,416) (6.8) % Total Office Portfolio 28,940 28,362 578 2.0 % 34,000 (5,060) (14.9) % SHOP 20,689 (5,762) 26,451 459.1 % 22,887 (2,198) (9.6) % Non-Segment 7,610 8,329 (719) (8.6) % 7,387 223 3.0 % Total $ 57,239 $ 30,929 $ 26,310 85.1 % $ 64,274 $ (7,035) (10.9) % NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS
Q3 2023 39 Same Property NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS For the Three Months Ended 9/30/2023 9/30/2022 $ Change % Change 6/30/2023 $ Change % Change NOI: Life Science $ 7,118 $ 7,092 $ 26 0.4 % $ 7,758 $ (640) (8.2) % Medical Office 20,402 21,947 (1,545) (7.0) % 21,849 (1,447) (6.6) % Total Office Portfolio 27,520 29,039 (1,519) (5.2) % 29,607 (2,087) (7.0) % SHOP 20,976 (1,796) 22,772 1,267.9 % 22,961 (1,985) (8.6) % Non-Segment 8,129 7,785 344 4.4 % 7,674 455 5.9 % Total $ 56,625 $ 35,028 $ 21,597 61.7 % $ 60,242 $ (3,617) (6.0) % Cash Basis NOI: Life Science $ 7,202 $ 7,131 $ 71 1.0 % $ 7,818 $ (616) (7.9) % Medical Office 20,417 21,242 (825) (3.9) % 21,676 (1,259) (5.8) % Total Office Portfolio 27,619 28,373 (754) (2.7) % 29,494 (1,875) (6.4) % SHOP 20,976 (1,796) 22,772 1,267.9 % 22,961 (1,985) (8.6) % Non-Segment 7,610 7,578 32 0.4 % 7,387 223 3.0 % Total $ 56,205 $ 34,155 $ 22,050 64.6 % $ 59,842 $ (3,637) (6.1) %
Q3 2023 40 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) Office Portfolio For the Three Months Ended Calculation of NOI and Cash Basis NOI: 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Rental income $ 55,058 $ 53,368 $ 57,022 $ 59,529 $ 55,254 Property operating expenses (25,784) (23,938) (23,515) (24,647) (24,179) NOI $ 29,274 $ 29,430 $ 33,507 $ 34,882 $ 31,075 NOI $ 29,274 $ 29,430 $ 33,507 $ 34,882 $ 31,075 Non-cash straight line rent adjustments included in rental income (156) 4,741 (2,302) (2,891) (2,573) Lease value amortization included in rental income 21 28 58 58 59 Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) Cash Basis NOI $ 28,940 $ 34,000 $ 31,064 $ 31,849 $ 28,362 Reconciliation of NOI to Same Property NOI: NOI $ 29,274 $ 29,430 $ 33,507 $ 34,882 $ 31,075 NOI of properties not included in same property results (1,754) 177 (3,952) (6,722) (2,036) Same Property NOI $ 27,520 $ 29,607 $ 29,555 $ 28,160 $ 29,039 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same Property NOI $ 27,520 $ 29,607 $ 29,555 $ 28,160 $ 29,039 Non-cash straight line rent adjustments included in rental income 248 28 (13) (698) (519) Lease value amortization included in rental income 21 28 58 58 59 Non-cash amortization included in property operating expenses (170) (169) (169) (169) (206) Same Property Cash Basis NOI $ 27,619 $ 29,494 $ 29,431 $ 27,351 $ 28,373
Q3 2023 41 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (continued) RETURN TO TABLE OF CONTENTS (dollars in thousands) SHOP For the Three Months Ended Calculation of NOI and Cash Basis NOI: 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Residents fees and services $ 293,134 $ 284,846 $ 279,592 $ 267,912 $ 258,960 Property operating expenses (272,445) (261,959) (262,329) (260,043) (264,722) NOI / Cash Basis NOI $ 20,689 $ 22,887 $ 17,263 $ 7,869 $ (5,762) Reconciliation of NOI / Cash Basis NOI to Same Property NOI / Same Property Cash Basis NOI: NOI / Cash Basis NOI $ 20,689 $ 22,887 $ 17,263 $ 7,869 $ (5,762) NOI / Cash Basis NOI of properties not included in same property results 287 74 235 (1,807) 3,966 Same Property NOI / Same Property Cash Basis NOI $ 20,976 $ 22,961 $ 17,498 $ 6,062 $ (1,796)
Q3 2023 42 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (continued) RETURN TO TABLE OF CONTENTS (dollars in thousands) Non-Segment For the Three Months Ended Calculation of NOI and Cash Basis NOI: 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Rental income $ 8,332 $ 8,005 $ 9,416 $ 9,444 $ 8,706 Property operating expenses (203) (331) (236) (476) (195) NOI $ 8,129 $ 7,674 $ 9,180 $ 8,968 $ 8,511 NOI $ 8,129 $ 7,674 $ 9,180 $ 8,968 $ 8,511 Non-cash straight line rent adjustments included in rental income (520) (284) (146) 1,168 (165) Lease value amortization included in rental income 1 (3) (369) (17) (17) Cash Basis NOI $ 7,610 $ 7,387 $ 8,665 $ 10,119 $ 8,329 Reconciliation of NOI to Same Property NOI: NOI $ 8,129 $ 7,674 $ 9,180 $ 8,968 $ 8,511 NOI of properties not included in same property results — — — 1,007 (726) Same Property NOI $ 8,129 $ 7,674 $ 9,180 $ 9,975 $ 7,785 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same Property NOI $ 8,129 $ 7,674 $ 9,180 $ 9,975 $ 7,785 Non-cash straight line rent adjustments included in rental income (520) (284) (146) (162) (190) Lease value amortization included in rental income 1 (3) (369) (17) (17) Same Property Cash Basis NOI $ 7,610 $ 7,387 $ 8,665 $ 9,796 $ 7,578
Q3 2023 43 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (continued) RETURN TO TABLE OF CONTENTS (dollars in thousands) Consolidated For the Three Months Ended Calculation of NOI and Cash Basis NOI: 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 Rental income / residents fees and services $ 356,524 $ 346,219 $ 346,030 $ 336,885 $ 322,920 Property operating expenses (298,432) (286,228) (286,080) (285,166) (289,096) NOI $ 58,092 $ 59,991 $ 59,950 $ 51,719 $ 33,824 NOI $ 58,092 $ 59,991 $ 59,950 $ 51,719 $ 33,824 Non-cash straight line rent adjustments included in rental income (676) 4,457 (2,448) (1,723) (2,738) Lease value amortization included in rental income 22 25 (311) 41 42 Non-cash amortization included in property operating expenses (199) (199) (199) (200) (199) Cash Basis NOI $ 57,239 $ 64,274 $ 56,992 $ 49,837 $ 30,929 Reconciliation of NOI to Same Property NOI: NOI $ 58,092 $ 59,991 $ 59,950 $ 51,719 $ 33,824 NOI of properties not included in same property results (1,467) 251 (3,717) (7,522) 1,204 Same Property NOI $ 56,625 $ 60,242 $ 56,233 $ 44,197 $ 35,028 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same Property NOI $ 56,625 $ 60,242 $ 56,233 $ 44,197 $ 35,028 Non-cash straight line rent adjustments included in rental income (272) (256) (159) (860) (709) Lease value amortization included in rental income 22 25 (311) 41 42 Non-cash amortization included in property operating expenses (170) (169) (169) (169) (206) Same Property Cash Basis NOI $ 56,205 $ 59,842 $ 55,594 $ 43,209 $ 34,155
Q3 2023 44 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre (dollars in thousands) For the Three Months Ended For the Nine Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 9/30/2023 9/30/2022 Net (loss) income $ (65,779) $ (72,571) $ (52,658) $ (65,322) $ (81,492) $ (191,008) $ 49,548 Interest expense 47,758 47,384 47,780 49,341 46,936 142,922 160,042 Income tax expense (benefit) 189 221 (31) (135) 13 379 845 Depreciation and amortization 67,236 68,394 64,800 63,353 60,407 200,430 175,927 EBITDA 49,404 43,428 59,891 47,237 25,864 152,723 386,362 (Gain) loss on sale of properties — — (1,233) 202 5,044 (1,233) (322,064) Impairment of assets 1,156 11,299 5,925 — — 18,380 — Equity in net losses (earnings) of unconsolidated joint ventures 145 (2,929) 647 2,630 (2,127) (2,137) (8,685) Share of EBITDAre from unconsolidated joint ventures 3,762 3,730 3,813 3,797 3,730 11,305 14,671 Adjustments to reflect DHC's share of EBITDAre attributable to an equity method investment — — (1,117) (2,350) (1,358) (1,117) (4,620) EBITDAre 54,467 55,528 67,926 51,516 31,153 177,921 65,664 General and administrative expense paid in common shares 666 565 269 281 472 1,500 1,452 Acquisition and certain other transaction related costs 3,676 6,043 93 779 289 9,812 1,826 Loss on modification or early extinguishment of debt — — 1,075 — — 1,075 30,043 Gains and losses on equity securities, net — — (8,126) 4,276 2,674 (8,126) 21,384 Adjustments to reflect DHC's share of Adjusted EBITDAre attributable to an equity method investment — — 1,455 2,861 1,194 1,455 2,285 Adjusted EBITDAre $ 58,809 $ 62,136 $ 62,692 $ 59,713 $ 35,782 $ 183,637 $ 122,654 RETURN TO TABLE OF CONTENTS
Q3 2023 45 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 For the Nine Months Ended 9/30/2023 6/30/2023 3/31/2023 12/31/2022 9/30/2022 9/30/2023 9/30/2022 Net (loss) income $ (65,779) $ (72,571) $ (52,658) $ (65,322) $ (81,492) $ (191,008) $ 49,548 Depreciation and amortization 67,236 68,394 64,800 63,353 60,407 200,430 175,927 (Gain) loss on sale of properties — — (1,233) 202 5,044 (1,233) (322,064) Impairment of assets 1,156 11,299 5,925 — — 18,380 — Gains and losses on equity securities, net — — (8,126) 4,276 2,674 (8,126) 21,384 Equity in net losses (earnings) of unconsolidated joint ventures 145 (2,929) 647 2,630 (2,127) (2,137) (8,685) Share of FFO from unconsolidated joint ventures 1,912 1,897 1,999 2,002 2,137 5,808 9,516 Adjustments to reflect DHC's share of FFO attributable to an equity method investment — — (1,586) (2,678) (1,639) (1,586) (5,037) FFO 4,670 6,090 9,768 4,463 (14,996) 20,528 (79,411) Acquisition and certain other transaction related costs 3,676 6,043 93 779 289 9,812 1,826 Loss on modification or early extinguishment of debt — — 1,075 — — 1,075 30,043 Adjustments to reflect DHC's share of Normalized FFO attributable to an equity method investment — — 1,576 2,896 540 1,576 1,079 Normalized FFO $ 8,346 $ 12,133 $ 12,512 $ 8,138 $ (14,167) $ 32,991 $ (46,463) Weighted average common shares outstanding (basic and diluted) 238,892 238,682 238,589 238,562 238,344 238,722 238,231 Per Common Share Data (basic and diluted): Net (loss) income $ (0.28) $ (0.30) $ (0.22) $ (0.27) $ (0.34) $ (0.80) $ 0.21 FFO $ 0.02 $ 0.03 $ 0.04 $ 0.02 $ (0.06) $ 0.09 $ (0.33) Normalized FFO $ 0.03 $ 0.05 $ 0.05 $ 0.03 $ (0.06) $ 0.14 $ (0.20)
Q3 2023 46 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 recovery of DHC's SHOP segment; the leasing demand for DHC's Office Portfolio; DHC's ability to continue as a going concern; DHC's actions to address its near term capital needs and possible financing options; DHC's ability to continue to fund capital expenditures in accordance with its business plan; DHC's redevelopment and construction activities and plans; DHC's ability to extend or amend its credit facility; 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: DHC's ability to successfully take actions to address the current substantial doubt as to its ability to continue as a going concern; the impact of increasing or sustained high interest rates, limited labor availability, wage and commodity price inflation, increased insurance costs, disruption and volatility in the public equity and debt markets, conditions in the real estate industry generally and in the sectors DHC operates, global geopolitical hostilities and tensions and economic downturns or recession 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 changed market practices that arose or intensified during the COVID-19 pandemic on DHC and its managers and other operators and tenants, such as reduced demand for leased office space and residencies at senior living communities, increased operating costs and labor availability constraints; DHC's ability to comply with the financial covenants under its debt agreements; 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 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 cyclical economic conditions; DHC's ability to pay distributions to its shareholders and to maintain or increase the amount of such distributions; DHC's ability to increase or maintain occupancy at its properties on terms desirable to DHC; 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 rents when its leases expire or renew; risk and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of inflation, cost overruns, labor shortages, construction delays or inability to obtain necessary permits; 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; costs DHC incurs and concessions it grants to lease properties; DHC's ability to sell properties at prices it targets; DHC's ability to effectively raise and balance its use of debt and equity capital; 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 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 properties that realize its targeted returns; 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 or continuation of pandemics, including the COVID-19 pandemic, or other public health safety events or conditions, war or other hostilities, material or prolonged disruption to supply chains, climate change or other manmade or natural disasters beyond DHC’s control; DHC’s ability to comply with Nasdaq listing standards and maintain the listing of its common shares on Nasdaq; and other matters. Warning Concerning Forward-Looking Statements RETURN TO TABLE OF CONTENTS
Q3 2023 47 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 (continued) RETURN TO TABLE OF CONTENTS