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EX-99.1 - EX-99.1 - DIVERSIFIED HEALTHCARE TRUSTa991_dhcx123120xearningsre.htm
8-K - 8-K - DIVERSIFIED HEALTHCARE TRUSTdhc-20210224.htm
FOURTH QUARTER 2020 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. Exhibit 99.2 Muse at Torrey Pines San Diego, CA


 
Supplemental Q4 2020 2 CORPORATE INFORMATION Company Profile......................................................................................................................................................................................................................................................... 3 Investor Information................................................................................................................................................................................................................................................... 4 Research Coverage..................................................................................................................................................................................................................................................... 5 FINANCIALS Key Financial Data...................................................................................................................................................................................................................................................... 6 Condensed Consolidated Balance Sheets................................................................................................................................................................................................................. 7 Consolidated Statements of Income (Loss)............................................................................................................................................................................................................... 8 Consolidated Statements of Income (Loss) (Additional Data)................................................................................................................................................................................... 9 Debt Summary............................................................................................................................................................................................................................................................ 10 Debt Maturity Schedule............................................................................................................................................................................................................................................. 11 Leverage Ratios, Coverage Ratios and Public Debt Covenants................................................................................................................................................................................ 12 Summary of Capital Expenditures.............................................................................................................................................................................................................................. 13 Office Portfolio Redevelopment Information as of December 31, 2020.................................................................................................................................................................. 14 Property Acquisitions / Dispositions Information Since January 1, 2020.................................................................................................................................................................. 15 Calculation and Reconciliation of NOI and Cash Basis NOI...................................................................................................................................................................................... 16 NOI and Cash Basis NOI............................................................................................................................................................................................................................................ 17 Same Property NOI and Cash Basis NOI................................................................................................................................................................................................................... 18 Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment........................................................................... 19 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre....................................................................................................................................................... 23 Calculation and Reconciliation of FFO and Normalized FFO Attributable to Common Shareholders.................................................................................................................... 24 PORTFOLIO INFORMATION Portfolio Summary by Geographic Diversification and Property Type..................................................................................................................................................................... 25 Portfolio Summary...................................................................................................................................................................................................................................................... 26 Occupancy and Same Property Occupancy............................................................................................................................................................................................................... 27 Unit Count and Rent Coverage.................................................................................................................................................................................................................................. 28 Office Portfolio and Same Property - Results of Operations.................................................................................................................................................................................... 29 SHOP Segment and Same Property - Results of Operations.................................................................................................................................................................................... 32 SHOP Segment and Same Property - Transitional Pro Forma EBITDARM............................................................................................................................................................... 33 Office Portfolio Leasing Summary.............................................................................................................................................................................................................................. 35 Tenants Representing 1% or More of Total Annualized Rental Income................................................................................................................................................................... 36 Office Portfolio Lease Expiration Schedule............................................................................................................................................................................................................... 37 Non-Segment Lease Expiration Schedule.................................................................................................................................................................................................................. 38 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS.............................................................................................................................................................................. 39 WARNING CONCERNING FORWARD-LOOKING STATEMENTS.................................................................................................................................................................................. 42 Please refer to Non-GAAP Financial Measures and Certain Definitions beginning on page 39 for terms used throughout this document. Table of Contents


 
Supplemental Q4 2020 3 The Company: Diversified Healthcare Trust, or DHC, we, our or us, is a real estate investment trust, or REIT, which owns healthcare related properties including medical office and life science buildings, senior living communities and wellness centers located throughout the U.S. DHC is a component of 129 market indices and it comprises more than 1% of the following indices as of December 31, 2020: BI North America Healthcare REIT Valuation Peers (BIHLCRNP), Bloomberg Real Estate Investment Trust Mid Cap Index (BBREMIDC) and the Bloomberg Real Estate Investment Trust Healthcare Index (BBREHLTH). Management: DHC is managed by The RMR Group LLC, or RMR LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc. 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 December 31, 2020, RMR had $32.0 billion of real estate assets under management and the combined RMR managed companies had approximately $10 billion of annual revenues, nearly 2,100 properties and approximately 43,000 employees. We believe 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. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services if we were self managed. Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (t) (617) 796-8350 Stock Exchange Listing: Nasdaq Trading Symbols: Common Shares: DHC Senior Unsecured Notes due 2042: DHCNI Senior Unsecured Notes due 2046: DHCNL Company Profile RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 4 Board of Trustees: Jennifer B. Clark John L. Harrington Lisa Harris Jones Managing Trustee Independent Trustee Lead Independent Trustee Daniel F. LePage Adam D. Portnoy Jeffrey P. Somers Independent Trustee Chair of the Board & Managing Trustee Independent Trustee Executive Officers: Jennifer F. Francis Richard W. Siedel, Jr. President & Chief Operating Officer Chief Financial Officer & Treasurer Contact Information: Investor Relations Inquiries Diversified Healthcare Trust Financial, investor and media inquiries should be directed to Two Newton Place Michael Kodesch, Director, Investor Relations, at 255 Washington Street, Suite 300 (617) 796-8234, or mkodesch@dhcreit.com Newton, MA 02458-1634 (t) (617) 796-8350 (email) info@dhcreit.com (website) www.dhcreit.com Investor Information RETURN TO TABLE OF CONTENTS Vertex Pharmaceuticals Boston, MA


 
Supplemental Q4 2020 5 Equity Research Coverage: B. Riley Securities, Inc. BofA Securities Colliers Securities LLC Bryan Maher Joshua Dennerlein Kyle Bauser (646) 885-5423 (646) 855-1681 (612) 376-4191 bmaher@brileyfin.com joshua.dennerlein@bofa.com kyle.bauser@colliers.com JMP Securities Morgan Stanley Raymond James Aaron Hecht Vikram Malhotra Jonathan Hughes (415) 835-3963 (212) 761-7064 (727) 567-2438 ahecht@jmpsecurities.com vikram.malhotra@morganstanley.com jonathan.hughes@raymondjames.com RBC Capital Markets Wells Fargo Securities Michael Carroll Todd Stender (440) 715-2649 (562) 637-1371 michael.carroll@rbccm.com todd.stender@wellsfargo.com Rating Agencies: Moody’s Investors Service S & P Global Lori Marks Michael Souers (212) 553-1098 (212) 438-2508 lori.marks@moodys.com michael.souers@spglobal.com Research Coverage RETURN TO TABLE OF CONTENTS 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.


 
Supplemental Q4 2020 6 (1) Beginning in the second quarter of 2020, we reduced our quarterly cash distribution rate to $0.01 per common share ($0.04 per common share annually) to conserve capital in response to uncertain economic conditions as a result of the COVID-19 pandemic. Key Financial Data RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Selected Balance Sheet Data: Total gross assets $ 8,171,325 $ 8,186,982 $ 8,266,767 $ 8,316,051 $ 8,224,627 Total assets $ 6,476,424 $ 6,535,118 $ 6,600,523 $ 6,703,723 $ 6,653,826 Total liabilities $ 3,857,202 $ 3,893,412 $ 3,845,683 $ 3,916,554 $ 3,776,776 Total equity $ 2,619,222 $ 2,641,706 $ 2,754,840 $ 2,787,169 $ 2,877,050 Selected Income Statement Data: Total revenues $ 384,909 $ 394,339 $ 410,311 $ 442,467 $ 256,039 Net (loss) income $ (14,920) $ (105,788) $ (24,742) $ 11,143 $ (50,620) Net (loss) income attributable to common shareholders $ (16,228) $ (106,888) $ (26,072) $ 9,735 $ (51,697) NOI $ 82,702 $ 78,689 $ 108,396 $ 125,882 $ 129,467 Adjusted EBITDAre $ 85,454 $ 78,509 $ 109,235 $ 117,437 $ 121,108 FFO attributable to common shareholders $ 20,890 $ 6,951 $ 56,847 $ 91,285 $ 68,832 Normalized FFO attributable to common shareholders $ 20,499 $ 13,176 $ 57,115 $ 69,298 $ 70,752 Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.07) $ (0.45) $ (0.11) $ 0.04 $ (0.22) FFO attributable to common shareholders $ 0.09 $ 0.03 $ 0.24 $ 0.38 $ 0.29 Normalized FFO attributable to common shareholders $ 0.09 $ 0.06 $ 0.24 $ 0.29 $ 0.30 Dividends: Annualized dividend declared per common share (1) $ 0.04 $ 0.04 $ 0.04 $ 0.60 $ 0.60 Annualized dividend yield (at end of period) 1.0 % 1.1 % 0.9 % 16.5 % 7.1 % Normalized FFO attributable to common shareholders payout ratio 11.1 % 16.7 % 4.2 % 51.7 % 50.0 % (dollars in thousands, except per share data)


 
Supplemental Q4 2020 7 As of As of December 31, 2020 December 31, 2019 Assets Real estate properties: Land $ 789,125 $ 793,123 Buildings and improvements 6,621,605 6,668,463 Total real estate properties, gross 7,410,730 7,461,586 Accumulated depreciation (1,694,901) (1,570,801) Total real estate properties, net 5,715,829 5,890,785 Assets of properties held for sale 112,437 209,570 Cash and cash equivalents 74,417 37,357 Restricted cash 16,432 14,867 Acquired real estate leases and other intangible assets, net 286,513 337,875 Other assets, net 270,796 163,372 Total assets $ 6,476,424 $ 6,653,826 Liabilities and Equity Unsecured revolving credit facility $ — $ 537,500 Unsecured term loans, net 199,049 448,741 Senior unsecured notes, net 2,608,189 1,820,681 Secured debt and finance leases, net 691,573 694,739 Liabilities of properties held for sale 3,525 6,758 Accrued interest 23,772 24,060 Assumed real estate lease obligations, net 67,830 76,705 Other liabilities 263,264 167,592 Total liabilities 3,857,202 3,776,776 Commitments and contingencies Equity: Equity attributable to common shareholders: Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 238,268,478 and 237,897,163 shares issued and outstanding, respectively 2,383 2,379 Additional paid in capital 4,613,904 4,612,511 Cumulative net income 1,913,109 2,052,562 Cumulative distributions (4,033,559) (3,930,933) Total equity attributable to common shareholders 2,495,837 2,736,519 Noncontrolling interest: Total equity attributable to noncontrolling interest 123,385 140,531 Total equity 2,619,222 2,877,050 Total liabilities and equity $ 6,476,424 $ 6,653,826 Condensed Consolidated Balance Sheets (dollars in thousands, except share data) RETURN TO TABLE OF CONTENTS Cedars-Sinai Medical Center Los Angeles, CA


 
Supplemental Q4 2020 8 For the Three Months Ended December 31, For the Year Ended December 31, 2020 2019 2020 2019 Revenues: Rental income $ 106,272 $ 147,209 $ 427,215 $ 606,558 Residents fees and services 278,637 108,830 1,204,811 433,597 Total revenues 384,909 256,039 1,632,026 1,040,155 Expenses: Property operating expenses 302,207 126,572 1,236,357 489,070 Depreciation and amortization 65,681 69,503 270,147 289,025 General and administrative 7,461 8,741 30,593 37,028 Acquisition and certain other transaction related costs 11 1,893 814 13,102 Impairment of assets 361 73,683 106,972 115,201 Total expenses 375,721 280,392 1,644,883 943,426 Gain on sale of properties 4,084 17,803 6,487 39,696 Dividend income — — — 1,846 Gains and losses on equity securities, net 19,565 (422) 34,106 (41,898) Interest and other income (1) 10,213 351 18,221 941 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,448, $1,440, $8,022 and $6,032, respectively) (57,768) (43,272) (201,483) (180,112) Gain on lease termination — — 22,896 — Loss on early extinguishment of debt — (27) (427) (44) Loss from continuing operations before income tax expense and equity in (losses) earnings of an investee (14,718) (49,920) (133,057) (82,842) Income tax expense (202) (483) (1,250) (436) Equity in (losses) earnings of an investee — (217) — 400 Net loss (14,920) (50,620) (134,307) (82,878) Net income attributable to noncontrolling interest (1,308) (1,077) (5,146) (5,356) Net loss attributable to common shareholders $ (16,228) $ (51,697) $ (139,453) $ (88,234) Weighted average common shares outstanding (basic) 237,834 237,659 237,739 237,604 Weighted average common shares outstanding (diluted) 237,834 237,659 237,739 237,604 Per common share data (basic and diluted): Net loss attributable to common shareholders $ (0.07) $ (0.22) $ (0.59) $ (0.37) (1) See footnote (1) on following page. Consolidated Statements of Income (Loss) (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS 549 Albany Street Boston, MA


 
Supplemental Q4 2020 9 For the Three Months Ended December 31, For the Year Ended December 31, 2020 2019 2020 2019 Additional Data: General and administrative expenses / total assets (at end of period) 0.1 % 0.1 % 0.5 % 0.6 % Straight line rent included in rental income $ 3,040 $ 958 $ 6,069 $ 4,508 Lease value amortization included in rental income $ 1,846 $ 1,869 $ 7,405 $ 6,791 Non-cash share based compensation $ 402 $ 248 $ 1,568 $ 1,388 Non-cash amortization included in property operating expenses $ 200 $ 200 $ 797 $ 797 Non-cash amortization included in general and administrative expenses $ 743 $ 743 $ 2,974 $ 2,974 Costs and payment obligations related to compliance assessment at one of our senior living communities $ (402) $ — $ 5,770 $ — CARES Act (1) $ 10,139 $ — $ 17,485 $ — Consolidated Statements of Income (Loss) (Additional Data) (dollars in thousands) RETURN TO TABLE OF CONTENTS (1) We recognized as other income $10,139 and $17,485 of funds received under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, with respect to our SHOP segment for the three months and year ended December 31, 2020, respectively.


 
Supplemental Q4 2020 10 Coupon Interest Principal Maturity Due at Years to Rate Rate (1) Balance (2) Date Maturity Maturity Floating Rate Debt: Revolving credit facility (3) (4) 2.550 % 2.550 % $ — 1/15/2022 $ — 1.0 Term loan (4) (5) 2.750 % 2.750 % 200,000 9/28/2022 200,000 1.7 Weighted average rate / total unsecured floating rate debt 2.750 % 2.750 % $ 200,000 $ 200,000 1.7 Unsecured Fixed Rate Debt: (6) Senior unsecured notes due 2021 6.750 % 7.000 % $ 300,000 12/15/2021 $ 300,000 1.0 Senior unsecured notes due 2024 4.750 % 4.790 % 250,000 5/1/2024 250,000 3.3 Senior unsecured notes due 2025 (7) 9.750 % 9.750 % 1,000,000 6/15/2025 1,000,000 4.5 Senior unsecured notes due 2028 4.750 % 4.966 % 500,000 2/15/2028 500,000 7.1 Senior unsecured notes due 2042 5.625 % 5.625 % 350,000 8/1/2042 350,000 21.6 Senior unsecured notes due 2046 6.250 % 6.250 % 250,000 2/1/2046 250,000 25.1 Weighted average rate / total unsecured fixed rate debt 7.120 % 7.193 % $ 2,650,000 $ 2,650,000 8.7 Weighted average rate / total unsecured debt 6.814 % 6.881 % $ 2,850,000 $ 2,850,000 8.2 Secured Fixed Rate Debt: Mortgage - secured by 1 property 6.280 % 5.170 % $ 11,838 7/1/2022 $ 10,744 1.5 Mortgage - secured by 1 property 4.850 % 3.790 % 10,724 10/1/2022 10,287 1.8 Mortgage - secured by 2 properties 5.750 % 5.110 % 15,805 10/6/2022 15,182 1.8 Mortgage - secured by 1 property 6.640 % 4.920 % 15,646 6/1/2023 14,522 2.4 Finance leases - 2 properties 7.700 % 7.700 % 7,811 4/30/2026 155 5.3 Mortgages - secured by 1 property (8) 3.530 % 3.530 % 620,000 8/6/2026 620,000 5.6 Mortgage - secured by 1 property 4.444 % 4.444 % 10,470 7/1/2043 1,698 22.5 Weighted average rate / total secured fixed rate debt 3.779 % 3.690 % $ 692,294 $ 672,588 5.6 Weighted average rate / total debt 6.221 % 6.258 % $ 3,542,294 $ 3,522,588 7.7 Debt Summary (dollars in thousands) RETURN TO TABLE OF CONTENTS As of December 31, 2020 (1) 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. (2) The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. (3) Represents amount outstanding under our revolving credit facility. Interest rate is as of December  31, 2020 and excludes the 30 basis points facility fee. Upon payment of an extension fee and our meeting certain conditions, we have two, one-year options which, if both are executed, would extend the maturity date of our revolving credit facility to January 2024. (4) In January 2021, we amended the agreements governing our revolving credit facility and $200,000 term loan, or our credit agreements, to, among other things, obtain waivers of certain financial covenants through June 30, 2022. Pursuant to this amendment, the revolving credit facility capacity was reduced from $1,000,000 to $800,000 and the interest rate premiums over LIBOR were increased by up to 30 basis points. (5) We prepaid our $200,000 term loan in February 2021. (6) In February 2021, we issued $500,000 aggregate principal amount of our 4.375% senior notes due 2031 in an underwritten public offering. We are required, pursuant to the terms of the amended credit agreements, to use the net proceeds from this offering to prepay our $200,000 term loan that was scheduled to mature in September 2022 and which we prepaid in February 2021 and redeem the $300,000 principal amount outstanding of our senior notes due 2021 in June 2021, when the notes become redeemable with no prepayment penalty. (7) We have the option to redeem all or a portion of our senior unsecured notes due 2025 at any time on or after June 15, 2022 at set redemption prices. Our senior unsecured notes due 2025 are guaranteed by all of our subsidiaries, except for our foreign subsidiaries and certain other excluded subsidiaries. (8) The life science property encumbered by these mortgages is owned in a joint venture arrangement in which we own a 55% equity interest. The principal amounts listed in the table for these debts have not been adjusted to reflect the equity interests in the joint venture that we do not own.


 
Supplemental Q4 2020 11 $200,000 $300,000 $250,000 $1,000,000 $500,000 $600,000 $3,159 $39,067 $16,413 $1,834 $2,001 $620,904 $302 $315 $330 $7,969 Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt 2021 2022 2023 2024 2025 2026 2027 2028 2029 Thereafter $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 Debt Maturity Schedule (1) (1) (1) (3) (2) RETURN TO TABLE OF CONTENTS (dollars in thousands) As of December 31, 2020 (1) (1) Represents Secured Fixed Rate Debt payments. (2) Represents amount outstanding under our $200,000 term loan as of December  31, 2020. We prepaid our $200,000 term loan in February 2021. Our revolving credit facility also matures in 2022; we had no outstanding borrowings under this facility as of December  31, 2020. Upon payment of an extension fee and our meeting certain conditions, we have two, one-year options which, if both are executed, would extend the maturity date of our revolving credit facility to January 2024. (3) Includes $7,811 of finance lease obligations due through April 2026. (1) (1)


 
Supplemental Q4 2020 12 Leverage Ratios, Coverage Ratios and Public Debt Covenants RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Leverage Ratios: Net debt / total gross assets 42.4 % 42.3 % 41.9 % 42.2 % 42.5 % Net debt / gross book value of real estate assets 42.2 % 42.0 % 41.6 % 41.8 % 41.5 % Secured debt / total assets 10.7 % 10.6 % 10.5 % 10.4 % 10.5 % Variable rate debt / net debt 5.8 % 5.8 % 5.8 % 29.5 % 28.2 % Coverage Ratios: Net debt / annualized Adjusted EBITDAre 10.3 x 10.9 x 7.9 x 7.4 x 7.3 x Adjusted EBITDAre / interest expense 1.5 x 1.4 x 2.5 x 2.8 x 2.8 x As of and For the Trailing Twelve Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Public Debt Covenants: Maintenance Covenant Total unencumbered assets / unsecured debt - required minimum 150.0% 246.6 % 247.0 % 249.3 % 247.0 % 247.4 % Incurrence Covenants Total debt / adjusted total assets - allowable maximum 60.0% 42.5 % 42.4 % 42.1 % 42.4 % 42.4 % Secured debt / adjusted total assets - allowable maximum 40.0% 8.3 % 8.3 % 8.2 % 8.2 % 8.4 % Consolidated income available for debt service / debt service - required minimum 1.50x 1.98 x 2.31 x 2.76 x 2.86 x 2.90 x Vertex Pharmaceuticals Boston, MA


 
Supplemental Q4 2020 13 (1) Data for the 2020 periods include all senior living communities in our SHOP segment. The three months ended December 31, 2019 exclude SHOP properties leased during those periods. Pursuant to the restructuring of our business arrangements with Five Star, or the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and related agreements, or the New Management Agreements, for all of our senior living communities operated by Five Star. (2) From time to time we invest in revenue producing capital improvements at certain of our triple net leased senior living communities. As a result, annual rents payable to us increase pursuant to the terms of the applicable leases. These capital improvements are not included in the table on this page. (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 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Office Portfolio lease related costs $ 6,071 $ 4,411 $ 3,918 $ 4,964 $ 9,631 Office Portfolio building improvements 6,756 4,990 3,708 2,665 7,502 SHOP fixed assets and capital improvements (1) 27,035 15,988 8,505 12,918 5,400 Recurring capital expenditures $ 39,862 $ 25,389 $ 16,131 $ 20,547 $ 22,533 Office Portfolio avg. sq. ft. during period 11,428 11,621 11,693 11,798 12,029 SHOP avg. units managed for our account during period (1) 27,601 28,290 28,654 28,987 10,253 Office Portfolio building improvements per avg. sq. ft. during period $ 0.59 $ 0.43 $ 0.32 $ 0.23 $ 0.62 SHOP fixed assets and capital improvements per avg. unit during period (1) $ 979 $ 565 $ 297 $ 446 $ 527 Development, redevelopment and other activities - Office Portfolio $ 17,655 $ 14,832 $ 14,941 $ 8,214 $ 7,199 Development, redevelopment and other activities - SHOP 7,172 4,927 6,570 8,429 21,091 Total development, redevelopment and other activities (2) $ 24,827 $ 19,759 $ 21,511 $ 16,643 $ 28,290


 
Supplemental Q4 2020 14 Project Location Type of Property Square Feet (1) Estimated Project Costs (2) Total Costs Incurred as of December 31, 2020 Estimated Completion (3) Muse at Torrey Pines San Diego, CA Life Science 185,978 $ 113.6 $ 54.9 Substantially Complete (4) 4 Maguire Road Lexington, MA Life Science 53,905 $ 19.2 $ 1.0 Q4 2021 1415 West 3rd Street Tempe, AZ Life Science 82,257 $ 11.4 $ 0.5 Q2 2021 Rendering of Muse at Torrey Pines (1) Represents estimated square footage upon project completion. (2) Project costs include estimated leasing capital up to stabilization. (3) Estimated completion date can depend on various factors, including when lease agreements are signed with tenants. Therefore, the actual completion date may vary. (4) Physical improvements made at this project are substantially complete as of December 31, 2020 and we expect to incur substantial leasing costs in 2021 to lease the available space. Office Portfolio Redevelopment Information as of December 31, 2020 (dollars in millions) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 15 Property Acquisitions / Dispositions Information Since January 1, 2020 Acquisitions: We have not acquired any properties since January 1, 2020. Dispositions: (1) Date Sold Location Type of Property Number of Buildings Gross Sales Price 1/27/2020 Various, LA Medical Office 6 $ 5,925 2/25/2020 Horsham, PA Medical Office 1 2,900 3/18/2020 Austin, TX Medical Office 1 8,779 4/1/2020 Various, CA Senior Living 3 47,000 6/10/2020 Columbia, SC Medical Office 1 3,550 7/8/2020 Victoria, TX Medical Office 1 2,072 7/13/2020 Wallingford, CT Medical Office 1 625 8/1/2020 Various, MS Senior Living 2 2,500 9/22/2020 Hattiesburg, MS Medical Office 1 7,250 10/22/2020 Various Senior Living 3 46,000 11/1/2020 North Platte, NE Senior Living 1 3,000 12/7/2020 Dewitt, NY Medical Office 1 3,875 12/10/2020 Solon, OH Life Science 2 7,917 12/17/2020 Various, WI Senior Living 3 11,500 2/23/2021 Plymouth Meeting, PA Medical Office 1 9,000 Total Dispositions 28 $ 161,893 (dollars in thousands) RETURN TO TABLE OF CONTENTS (1) As of February  23, 2021, we have four properties under an agreement to sell for a sales price of approximately $95,500, excluding closing costs. This sale is subject to various conditions; as a result, this sale may not occur, it may be delayed or the terms may change.


 
Supplemental Q4 2020 16 Calculation and Reconciliation of NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS For the Three Months Ended For the Year Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 12/31/2020 12/31/2019 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 106,272 $ 104,238 $ 106,207 $ 110,498 $ 147,209 $ 427,215 $ 606,558 Residents fees and services 278,637 290,101 304,104 331,969 108,830 1,204,811 433,597 Total revenues 384,909 394,339 410,311 442,467 256,039 1,632,026 1,040,155 Property operating expenses (302,207) (315,650) (301,915) (316,585) (126,572) (1,236,357) (489,070) NOI 82,702 78,689 108,396 125,882 129,467 395,669 551,085 Non-cash straight line rent adjustments (3,040) (491) (1,385) (1,153) (958) (6,069) (4,508) Lease value amortization (1,846) (1,856) (1,830) (1,873) (1,869) (7,405) (6,791) Non-cash amortization included in property operating expenses (200) (199) (199) (199) (200) (797) (797) Cash Basis NOI $ 77,616 $ 76,143 $ 104,982 $ 122,657 $ 126,440 $ 381,398 $ 538,989 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net (loss) income $ (14,920) $ (105,788) $ (24,742) $ 11,143 $ (50,620) $ (134,307) $ (82,878) Equity in losses (earnings) of an investee — — — — 217 — (400) Income tax expense (benefit) 202 365 1,126 (443) 483 1,250 436 Loss on early extinguishment of debt — — 181 246 27 427 44 Gain on lease termination — — — (22,896) — (22,896) — Interest expense 57,768 58,091 43,974 41,650 43,272 201,483 180,112 Interest and other income (10,213) (134) (7,736) (138) (351) (18,221) (941) (Gains) losses on equity investments, net (19,565) (12,510) (11,974) 9,943 422 (34,106) 41,898 Dividend income — — — — — — (1,846) (Gain) loss on sale of properties (4,084) 211 168 (2,782) (17,803) (6,487) (39,696) Impairment of assets 361 64,202 31,175 11,234 73,683 106,972 115,201 Acquisition and certain other transaction related costs 11 53 87 663 1,893 814 13,102 General and administrative 7,461 6,988 7,312 8,832 8,741 30,593 37,028 Depreciation and amortization 65,681 67,211 68,825 68,430 69,503 270,147 289,025 NOI 82,702 78,689 108,396 125,882 129,467 395,669 551,085 Non-cash straight line rent adjustments (3,040) (491) (1,385) (1,153) (958) (6,069) (4,508) Lease value amortization (1,846) (1,856) (1,830) (1,873) (1,869) (7,405) (6,791) Non-cash amortization included in property operating expenses (200) (199) (199) (199) (200) (797) (797) Cash Basis NOI $ 77,616 $ 76,143 $ 104,982 $ 122,657 $ 126,440 $ 381,398 $ 538,989


 
Supplemental Q4 2020 17 For the Three Months Ended For the Year Ended 12/31/2020 12/31/2019 % Change 12/31/2020 12/31/2019 % Change NOI: Life Science $ 32,862 $ 33,285 (1.3) % $ 133,724 $ 144,525 (7.5) % Medical Office 29,279 30,653 (4.5) % 119,885 128,143 (6.4) % Total Office Portfolio 62,141 63,938 (2.8) % 253,609 272,668 (7.0) % SHOP 9,139 48,167 (81.0) % 98,210 214,773 (54.3) % Non-Segment 11,422 17,362 (34.2) % 43,850 63,644 (31.1) % Total $ 82,702 $ 129,467 (36.1) % $ 395,669 $ 551,085 (28.2) % Cash Basis NOI: Life Science $ 30,287 $ 31,131 (2.7) % $ 123,283 $ 135,306 (8.9) % Medical Office 28,750 29,949 (4.0) % 118,414 126,000 (6.0) % Total Office Portfolio 59,037 61,080 (3.3) % 241,697 261,306 (7.5) % SHOP 9,139 48,167 (81.0) % 98,210 214,773 (54.3) % Non-Segment 9,440 17,193 (45.1) % 41,491 62,910 (34.0) % Total $ 77,616 $ 126,440 (38.6) % $ 381,398 $ 538,989 (29.2) % NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 18 Same Property NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS For the Three Months Ended For the Year Ended 12/31/2020 12/31/2019 % Change 12/31/2020 12/31/2019 % Change NOI: Life Science $ 30,803 $ 30,292 1.7 % $ 123,387 $ 123,457 (0.1) % Medical Office 28,804 29,111 (1.1) % 116,866 119,609 (2.3) % Total Office Portfolio 59,607 59,403 0.3 % 240,253 243,066 (1.2) % SHOP 13,508 47,205 (71.4) % 112,423 207,573 (45.8) % Non-Segment 11,204 13,217 (15.2) % 40,753 45,607 (10.6) % Total $ 84,319 $ 119,825 (29.6) % $ 393,429 $ 496,246 (20.7) % Cash Basis NOI: Life Science $ 28,606 $ 28,449 0.6 % $ 114,299 $ 114,307 (0.0) % Medical Office 28,263 28,402 (0.5) % 115,755 117,237 (1.3) % Total Office Portfolio 56,869 56,851 0.0 % 230,054 231,544 (0.6) % SHOP 13,508 47,205 (71.4) % 112,423 207,573 (45.8) % Non-Segment 9,221 13,051 (29.3) % 38,343 44,884 (14.6) % Total $ 79,598 $ 117,107 (32.0) % $ 380,820 $ 484,001 (21.3) %


 
Supplemental Q4 2020 19 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: 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Rental income $ 94,850 $ 94,235 $ 95,510 $ 98,770 $ 97,400 Property operating expenses (32,709) (33,448) (30,893) (32,706) (33,462) NOI $ 62,141 $ 60,787 $ 64,617 $ 66,064 $ 63,938 NOI $ 62,141 $ 60,787 $ 64,617 $ 66,064 $ 63,938 Less: Non-cash straight line rent adjustments 1,114 438 1,306 1,074 845 Lease value amortization 1,790 1,800 1,775 1,818 1,813 Non-cash amortization included in property operating expenses 200 199 199 199 200 Cash Basis NOI $ 59,037 $ 58,350 $ 61,337 $ 62,973 $ 61,080 Reconciliation of NOI to Same Property NOI: NOI $ 62,141 $ 60,787 $ 64,617 $ 66,064 $ 63,938 Less: NOI not included in same property 2,534 2,881 3,736 4,205 4,535 Same property NOI $ 59,607 $ 57,906 $ 60,881 $ 61,859 $ 59,403 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 59,607 $ 57,906 $ 60,881 $ 61,859 $ 59,403 Less: Non-cash straight line rent adjustments 761 115 750 685 602 Lease value amortization 1,791 1,801 1,774 1,782 1,766 Non-cash amortization included in property operating expenses 186 186 186 186 184 Same property cash basis NOI $ 56,869 $ 55,804 $ 58,171 $ 59,206 $ 56,851


 
Supplemental Q4 2020 20 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 (1) For the Three Months Ended Calculation of NOI and Cash Basis NOI: 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Residents fees and services / rental income $ 278,637 $ 290,101 $ 304,104 $ 331,969 $ 141,277 Property operating expenses (269,498) (282,202) (271,022) (283,879) (93,110) NOI $ 9,139 $ 7,899 $ 33,082 $ 48,090 $ 48,167 NOI $ 9,139 $ 7,899 $ 33,082 $ 48,090 $ 48,167 Less: Non-cash straight line rent adjustments — — — — — Lease value amortization — — — — — Non-cash amortization included in property operating expenses — — — — — Cash Basis NOI $ 9,139 $ 7,899 $ 33,082 $ 48,090 $ 48,167 Reconciliation of NOI to Same Property NOI: NOI $ 9,139 $ 7,899 $ 33,082 $ 48,090 $ 48,167 Less: NOI not included in same property (4,369) (5,580) (2,293) (1,755) 962 Same property NOI $ 13,508 $ 13,479 $ 35,375 $ 49,845 $ 47,205 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 13,508 $ 13,479 $ 35,375 $ 49,845 $ 47,205 Less: Non-cash straight line rent adjustments — — — — — Lease value amortization — — — — — Non-cash amortization included in property operating expenses — — — — — Same property cash basis NOI $ 13,508 $ 13,479 $ 35,375 $ 49,845 $ 47,205 (1) The three months ended December 31, 2019 are not comparable due to the Restructuring Transaction. See pages 33 - 34 for additional information.


 
Supplemental Q4 2020 21 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: 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Rental income $ 11,422 $ 10,003 $ 10,697 $ 11,728 $ 17,362 Property operating expenses — — — — — NOI $ 11,422 $ 10,003 $ 10,697 $ 11,728 $ 17,362 NOI $ 11,422 $ 10,003 $ 10,697 $ 11,728 $ 17,362 Less: Non-cash straight line rent adjustments 1,926 53 79 79 113 Lease value amortization 56 56 55 55 56 Non-cash amortization included in property operating expenses — — — — — Cash Basis NOI $ 9,440 $ 9,894 $ 10,563 $ 11,594 $ 17,193 Reconciliation of NOI to Same Property NOI: NOI $ 11,422 $ 10,003 $ 10,697 $ 11,728 $ 17,362 Less: NOI not included in same property 218 959 960 960 4,145 Same property NOI $ 11,204 $ 9,044 $ 9,737 $ 10,768 $ 13,217 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 11,204 $ 9,044 $ 9,737 $ 10,768 $ 13,217 Less: Non-cash straight line rent adjustments 1,928 70 96 95 111 Lease value amortization 55 55 55 55 55 Non-cash amortization included in property operating expenses — — — — — Same property cash basis NOI $ 9,221 $ 8,919 $ 9,586 $ 10,618 $ 13,051


 
Supplemental Q4 2020 22 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: 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Rental income / residents fees and services $ 384,909 $ 394,339 $ 410,311 $ 442,467 $ 256,039 Property operating expenses (302,207) (315,650) (301,915) (316,585) (126,572) NOI $ 82,702 $ 78,689 $ 108,396 $ 125,882 $ 129,467 NOI $ 82,702 $ 78,689 $ 108,396 $ 125,882 $ 129,467 Less: Non-cash straight line rent adjustments 3,040 491 1,385 1,153 958 Lease value amortization 1,846 1,856 1,830 1,873 1,869 Non-cash amortization included in property operating expenses 200 199 199 199 200 Cash Basis NOI $ 77,616 $ 76,143 $ 104,982 $ 122,657 $ 126,440 Reconciliation of NOI to Same Property NOI: NOI $ 82,702 $ 78,689 $ 108,396 $ 125,882 $ 129,467 Less: NOI not included in same property (1,617) (1,740) 2,403 3,410 9,642 Same property NOI $ 84,319 $ 80,429 $ 105,993 $ 122,472 $ 119,825 Reconciliation of Same Property NOI to Same Property Cash Basis NOI: Same property NOI $ 84,319 $ 80,429 $ 105,993 $ 122,472 $ 119,825 Less: Non-cash straight line rent adjustments 2,689 185 846 780 713 Lease value amortization 1,846 1,856 1,829 1,837 1,821 Non-cash amortization included in property operating expenses 186 186 186 186 184 Same property cash basis NOI $ 79,598 $ 78,202 $ 103,132 $ 119,669 $ 117,107


 
Supplemental Q4 2020 23 Calculation and Reconciliation of EBITDA, EBITDAre and Adjusted EBITDAre (dollars in thousands) For the Three Months Ended For the Year Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 12/31/2020 12/31/2019 Net (loss) income $ (14,920) $ (105,788) $ (24,742) $ 11,143 $ (50,620) $ (134,307) $ (82,878) Interest expense 57,768 58,091 43,974 41,650 43,272 201,483 180,112 Income tax expense (benefit) 202 365 1,126 (443) 483 1,250 436 Depreciation and amortization 65,681 67,211 68,825 68,430 69,503 270,147 289,025 EBITDA 108,731 19,879 89,183 120,780 62,638 338,573 386,695 (Gain) loss on sale of properties (4,084) 211 168 (2,782) (17,803) (6,487) (39,696) Impairment of assets 361 64,202 31,175 11,234 73,683 106,972 115,201 EBITDAre 105,008 84,292 120,526 129,232 118,518 439,058 462,200 General and administrative expense paid in common shares 402 502 415 249 248 1,568 1,388 Acquisition and certain other transaction related costs 11 53 87 663 1,893 814 13,102 Gain on lease termination — — — (22,896) — (22,896) — Loss on early extinguishment of debt — — 181 246 27 427 44 Costs and payment obligations related to compliance assessment at one of our senior living communities (402) 6,172 — — — 5,770 — (Gains) losses on equity securities, net (19,565) (12,510) (11,974) 9,943 422 (34,106) 41,898 Adjusted EBITDAre $ 85,454 $ 78,509 $ 109,235 $ 117,437 $ 121,108 $ 390,635 $ 518,632 RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 24 Calculation and Reconciliation of FFO and Normalized FFO Attributable to Common Shareholders (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS For the Three Months Ended For the Year Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 12/31/2020 12/31/2019 Net (loss) income attributable to common shareholders $ (16,228) $ (106,888) $ (26,072) $ 9,735 $ (51,697) $ (139,453) $ (88,234) Depreciation and amortization 65,681 67,211 68,825 68,430 69,503 270,147 289,025 (Gain) loss on sale of properties (4,084) 211 168 (2,782) (17,803) (6,487) (39,696) Impairment of assets 361 64,202 31,175 11,234 73,683 106,972 115,201 (Gains) losses on equity securities, net (19,565) (12,510) (11,974) 9,943 422 (34,106) 41,898 FFO adjustments attributable to noncontrolling interest (5,275) (5,275) (5,275) (5,275) (5,276) (21,100) (21,147) FFO attributable to common shareholders 20,890 6,951 56,847 91,285 68,832 175,973 297,047 Acquisition and certain other transaction related costs 11 53 87 663 1,893 814 13,102 Costs and payment obligations related to compliance assessment at one of our senior living communities (402) 6,172 — — — 5,770 — Gain on lease termination — — — (22,896) — (22,896) — Loss on early extinguishment of debt — — 181 246 27 427 44 Normalized FFO attributable to common shareholders $ 20,499 $ 13,176 $ 57,115 $ 69,298 $ 70,752 $ 160,088 $ 310,193 Weighted average common shares outstanding (basic) 237,834 237,752 237,700 237,669 237,659 237,739 237,604 Weighted average common shares outstanding (diluted) 237,834 237,752 237,700 237,669 237,659 237,739 237,604 Per Common Share Data (basic and diluted): Net (loss) income attributable to common shareholders $ (0.07) $ (0.45) $ (0.11) $ 0.04 $ (0.22) $ (0.59) $ (0.37) FFO attributable to common shareholders $ 0.09 $ 0.03 $ 0.24 $ 0.38 $ 0.29 $ 0.74 $ 1.25 Normalized FFO attributable to common shareholders $ 0.09 $ 0.06 $ 0.24 $ 0.29 $ 0.30 $ 0.67 $ 1.31


 
Supplemental Q4 2020 25 (based on Gross Book Value of Real Estate Assets as of December 31, 2020) (based on Q4 2020 NOI) (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. (1) (2) SNFs: <1% Portfolio Summary by Geographic Diversification and Property Type Geographic Diversification Property Type RETURN TO TABLE OF CONTENTS Eagles Landing Senior Living Stockbridge, GA


 
Supplemental Q4 2020 26 Portfolio Summary RETURN TO TABLE OF CONTENTS (dollars in thousands, except investment per unit or square foot) As of December 31, 2020 Number of Properties Square Feet or Number of Units Gross Book Value of Real Estate Assets (1) % of Total Gross Book Value of Real Estate Assets Investment Per Square Foot or Unit (2) % of Q4 2020 Total Revenues % of Q4 2020 Total NOI Q4 2020 Q4 2020 Revenues (3) NOI (3) Life science 32 4,327,559 $ 1,924,965 23.4 % $ 445 $ 44,735 11.6 % $ 32,862 39.7 % Medical office 91 6,954,498 1,838,962 22.4 % $ 264 50,115 13.0 % 29,279 35.4 % Subtotal Office Portfolio (4) 123 11,282,057 sq. ft. 3,763,927 45.8 % $ 334 94,850 24.6 % 62,141 75.1 % SHOP 235 26,969 units 4,027,717 49.0 % $ 149,346 278,637 72.4 % 9,139 11.1 % Other triple net leased senior living communities 29 2,366 units 248,985 3.0 % $ 105,235 8,525 2.2 % 8,525 10.3 % Wellness centers 10 812,000 sq. ft. 178,110 2.2 % $ 219 2,897 0.8 % 2,897 3.5 % Total 397 $ 8,218,739 100.0 % $ 384,909 100.0 % $ 82,702 100.0 % (1) Includes 15 properties with gross book value of real estate assets of $114,778, which are classified as held for sale in our condensed consolidated balance sheet as of December 31, 2020. (2) Represents gross book value of real estate assets divided by number of rentable square feet or living units, as applicable, at December 31, 2020. (3) Includes $6,505 of revenues and $(2,333) of NOI from properties that we sold and $9,868 of revenues and $1,355 of NOI from properties classified as held for sale in our condensed consolidated balance sheet as of December 31, 2020. (4) Our 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 we are responsible for the operation and maintenance of the properties and we charge tenants for some or all of the property operating costs. A small percentage of our medical office and life science property leases are full-service leases where we receive fixed rent from our tenants and no reimbursement for our property operating costs.


 
Supplemental Q4 2020 27 Occupancy RETURN TO TABLE OF CONTENTS As of and For the Twelve Months Ended (1) 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Life science 91.3 % 93.7 % 94.3 % 94.2 % 94.5 % Medical office 91.2 % 91.0 % 91.6 % 91.0 % 90.9 % Weighted average occupancy Office Portfolio (2) 91.3 % 92.0 % 92.6 % 92.2 % 92.3 % SHOP (3) (4) 80.0 % 82.7 % 84.1 % 84.4 % 84.6 % Other triple net leased senior living communities (5) 83.4 % 85.4 % 86.8 % 87.3 % 87.8 % (1) Operating data for the multi-tenant office portfolio is presented as of the end of the period shown; operating data for other tenants is presented for the 12 month period ended on the dates shown, or the most recent prior 12 month period for which tenant and manager operating results are available to us. Excludes data for our wellness centers. (2) Life science and medical office occupancy data is as of quarter end and 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. Office Portfolio weighted average occupancy by square feet as of December 31, 2020 was 91.4%. (3) Includes senior living communities we owned and that were operated by Five Star during the periods presented, including seven communities closed during the three months ended December 31, 2020. Occupancy for the 12 month period ended or, if shorter, from the date of acquisition through December 31, 2020, was 77.2%. (4) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. (5) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations during the periods presented. (6) Same property occupancy includes those properties classified as same property for the three months ended December 31, 2020 for all periods presented. (7) Life science and medical office same property occupancy data is as of quarter end and includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. Office Portfolio weighted average same property occupancy by square feet as of December 31, 2020 was 93.7%. (8) Same property occupancy for the 12 month period ended or, if shorter, from the date of acquisition through December 31, 2020, was 77.9%. All tenant operating data presented is based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. As of and For the Twelve Months Ended (1) 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Life science 96.7 % 97.5 % 97.5 % 97.4 % 97.5 % Medical office 91.0 % 91.0 % 91.6 % 91.5 % 91.3 % Weighted average occupancy Office Portfolio (7) 93.0 % 93.4 % 93.7 % 93.6 % 93.6 % SHOP (8) 80.8 % 83.1 % 84.6 % 85.1 % 85.4 % Other triple net leased senior living communities 83.4 % 85.4 % 86.8 % 87.3 % 87.8 % Same Property Occupancy (6)


 
Supplemental Q4 2020 28 Unit Count and Rent Coverage Rent Coverage (2): As of and For the Twelve Months Ended 9/30/2020 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Other triple net leased senior living communities 1.61 x 1.63 x 1.66 x 1.69 x 1.71 x Wellness centers (3) 1.32 x 1.59 x 2.15 x 2.29 x 2.29 x Total 1.52 x 1.62 x 1.81 x 1.87 x 1.88 x (1) Unit count is by the type of living units at our senior living communities within our SHOP segment. (2) Excludes data for periods prior to our ownership of certain properties, as well as properties sold or classified as held for sale, or for which there was a transfer of operations from one operator to another during the periods presented. (3) Excludes rent coverage for a tenant of six wellness centers that was in default under the applicable leases with us on December 31, 2020. All tenant operating data presented is based upon the operating results provided by our tenants for the indicated periods. We report our operating data one quarter in arrears as this is the most recent prior period for which tenant operating results are available to us from our tenants. We have not independently verified tenant operating data. Assisted Living units: 10,671: 40% Independent Living and Active Adult units: 10,418: 39% SNF units: 2,957: 11% Memory Care units: 2,923: 10% RETURN TO TABLE OF CONTENTS SHOP Unit Count as of December 31, 2020 (1):


 
Supplemental Q4 2020 29 (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy 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. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. RETURN TO TABLE OF CONTENTS OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended December 31, 2020 As of and For the Three Months Ended December 31, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 32 91 123 34 104 138 Square Feet (1) 4,328 6,954 11,282 4,532 7,346 11,878 Occupancy (2) 92.4 % 90.9 % 91.4 % 94.2 % 91.0 % 92.2 % Rental Income $ 44,735 $ 50,115 $ 94,850 $ 45,379 $ 52,021 $ 97,400 NOI $ 32,862 $ 29,279 $ 62,141 $ 33,285 $ 30,653 $ 63,938 Cash Basis NOI $ 30,287 $ 28,750 $ 59,037 $ 31,131 $ 29,949 $ 61,080 NOI Margin % 73.5 % 58.4 % 65.5 % 73.3 % 58.9 % 65.6 % Cash Basis NOI Margin % 71.7 % 57.9 % 64.2 % 71.9 % 58.2 % 64.5 % NOI % Change (1.3) % (4.5) % (2.8) % Cash Basis NOI % Change (2.7) % (4.0) % (3.3) % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended December 31, 2020 As of and For the Three Months Ended December 31, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 25 88 113 25 88 113 Square Feet (1) 3,807 6,797 10,604 3,802 6,797 10,599 Occupancy (3) 99.2 % 90.6 % 93.7 % 97.4 % 91.5 % 93.6 % Rental Income $ 42,032 $ 49,262 $ 91,294 $ 41,713 $ 49,279 $ 90,992 NOI $ 30,803 $ 28,804 $ 59,607 $ 30,292 $ 29,111 $ 59,403 Cash Basis NOI $ 28,606 $ 28,263 $ 56,869 $ 28,449 $ 28,402 $ 56,851 NOI Margin % 73.3 % 58.5 % 65.3 % 72.6 % 59.1 % 65.3 % Cash Basis NOI Margin % 71.7 % 57.9 % 64.1 % 71.2 % 58.3 % 64.1 % NOI % Change 1.7 % (1.1) % 0.3 % Cash Basis NOI % Change 0.6 % (0.5) % 0.0 % Office Portfolio and Same Property - Results of Operations Three Months Ended December 31, 2020 and 2019


 
Supplemental Q4 2020 30 (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy 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. (3) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. 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 Year Ended December 31, 2020 As of and For the Year Ended December 31, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 32 91 123 34 104 138 Square Feet (1) 4,328 6,954 11,282 4,532 7,346 11,878 Occupancy (2) 92.4 % 90.9 % 91.4 % 94.2 % 91.0 % 92.2 % Rental Income $ 181,437 $ 201,928 $ 383,365 $ 192,531 $ 212,485 $ 405,016 NOI $ 133,724 $ 119,885 $ 253,609 $ 144,525 $ 128,143 $ 272,668 Cash Basis NOI $ 123,283 $ 118,414 $ 241,697 $ 135,306 $ 126,000 $ 261,306 NOI Margin % 73.7 % 59.4 % 66.2 % 75.1 % 60.3 % 67.3 % Cash Basis NOI Margin % 71.9 % 58.9 % 64.9 % 73.7 % 59.8 % 66.2 % NOI % Change (7.5) % (6.4) % (7.0) % Cash Basis NOI % Change (8.9) % (6.0) % (7.5) % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Year Ended December 31, 2020 As of and For the Year Ended December 31, 2019 Life Science Medical Office Total Office Portfolio Life Science Medical Office Total Office Portfolio Number of Buildings 25 88 113 25 88 113 Square Feet (1) 3,807 6,797 10,604 3,802 6,797 10,599 Occupancy (3) 99.2 % 90.6 % 93.7 % 97.4 % 91.5 % 93.6 % Rental Income $ 168,310 $ 196,066 $ 364,376 $ 167,444 $ 198,212 $ 365,656 NOI $ 123,387 $ 116,866 $ 240,253 $ 123,457 $ 119,609 $ 243,066 Cash Basis NOI $ 114,299 $ 115,755 $ 230,054 $ 114,307 $ 117,237 $ 231,544 NOI Margin % 73.3 % 59.6 % 65.9 % 73.7 % 60.3 % 66.5 % Cash Basis NOI Margin % 71.6 % 59.2 % 64.8 % 72.1 % 59.7 % 65.3 % NOI % Change (0.1) % (2.3) % (1.2) % Cash Basis NOI % Change (0.0) % (1.3) % (0.6) % Years Ended December 31, 2020 and 2019


 
Supplemental Q4 2020 31 (1) Prior periods exclude space remeasurements made subsequent to those periods. (2) Occupancy 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. (3) Same property includes those properties classified as same property for the three months ended December  31, 2020 for all periods presented. (4) Occupancy includes (i) space which is leased but is not occupied or is being offered for sublease by tenants and (ii) space being fitted out for occupancy. RETURN TO TABLE OF CONTENTS OFFICE PORTFOLIO - RESULTS OF OPERATIONS (dollars and sq. ft. in thousands) As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Buildings 123 126 129 130 138 Square Feet (1) 11,282 11,573 11,668 11,718 11,878 Occupancy (2) 91.4 % 91.3 % 92.0 % 92.6 % 92.2 % Rental Income $ 94,850 $ 94,235 $ 95,510 $ 98,770 $ 97,400 NOI $ 62,141 $ 60,787 $ 64,617 $ 66,064 $ 63,938 Cash Basis NOI $ 59,037 $ 58,350 $ 61,337 $ 62,973 $ 61,080 NOI Margin % 65.5 % 64.5 % 67.7 % 66.9 % 65.6 % Cash Basis NOI Margin % 64.2 % 63.4 % 66.4 % 65.7 % 64.5 % Sequential NOI % Change 2.2 % (5.9) % (2.2) % 3.3 % Sequential Cash Basis NOI % Change 1.2 % (4.9) % (2.6) % 3.1 % Year Over Year NOI % Change (2.8) % Year Over Year Cash Basis NOI % Change (3.3) % OFFICE PORTFOLIO SAME PROPERTY - RESULTS OF OPERATIONS (3) (dollars and sq. ft. in thousands) As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Buildings 113 113 113 113 113 Square Feet (1) 10,604 10,599 10,599 10,599 10,599 Occupancy (4) 93.7 % 93.0 % 93.4 % 93.7 % 93.6 % Rental Income $ 91,294 $ 90,013 $ 90,337 $ 92,732 $ 90,992 NOI $ 59,607 $ 57,906 $ 60,881 $ 61,859 $ 59,403 Cash Basis NOI $ 56,869 $ 55,804 $ 58,171 $ 59,206 $ 56,851 NOI Margin % 65.3 % 64.3 % 67.4 % 66.7 % 65.3 % Cash Basis NOI Margin % 64.1 % 63.3 % 66.2 % 65.6 % 64.1 % Sequential NOI % Change 2.9 % (4.9) % (1.6) % 4.1 % Sequential Cash Basis NOI % Change 1.9 % (4.1) % (1.7) % 4.1 % Year Over Year NOI % Change 0.3 % Year Over Year Cash Basis NOI % Change 0.0 % Office Portfolio and Same Property - Results of Operations (continued) Trailing Five Quarters


 
Supplemental Q4 2020 32 SHOP Segment and Same Property - Results of Operations RETURN TO TABLE OF CONTENTS SHOP SEGMENT - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate) As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Properties (1) 235 239 241 244 244 Number of Units (1) 26,969 28,232 28,348 28,960 29,013 Occupancy (1) 72.2 % 75.2 % 78.7 % 82.7 % 83.3 % Average Monthly Rate (1) $ 4,541 $ 4,508 $ 4,496 $ 4,571 $ 4,536 Year Over Year Average Monthly Rate % Change 0.1 % Residents Fees and Services $ 278,637 $ 290,101 $ 304,104 $ 331,969 $ 108,830 Rental Income — — — — 32,447 Property Operating Expenses (269,498) (282,202) (271,022) (283,879) (93,110) NOI $ 9,139 $ 7,899 $ 33,082 $ 48,090 $ 48,167 NOI Margin % 3.3 % 2.7 % 10.9 % 14.5 % 34.1 % Sequential NOI % Change 15.7 % (76.1) % (31.2) % (0.2) % Year Over Year NOI % Change (81.0) % SHOP SEGMENT SAME PROPERTY - RESULTS OF OPERATIONS (dollars in thousands, except average monthly rate) As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Properties 217 217 217 217 217 Number of Units 25,982 25,982 25,982 25,982 25,982 Occupancy 72.7 % 75.9 % 79.5 % 83.7 % 84.3 % Average Monthly Rate $ 4,547 $ 4,516 $ 4,503 $ 4,583 $ 4,554 Year Over Year Average Monthly Rate % Change (0.2) % Residents Fees and Services $ 264,099 $ 269,675 $ 282,698 $ 303,112 $ 102,512 Rental Income — — — — 31,686 Property Operating Expenses (250,591) (256,196) (247,323) (253,267) (86,993) NOI $ 13,508 $ 13,479 $ 35,375 $ 49,845 $ 47,205 NOI Margin % 5.1 % 5.0 % 12.5 % 16.4 % 35.2 % Sequential NOI % Change 0.2 % (61.9) % (29.0) % 5.6 % Year Over Year NOI % Change (71.4) % (1) Includes all senior living communities operated by Five Star during the periods presented, including seven communities closed during the three months ended December 31, 2020. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. Please refer to the tables on page 33 for pro forma resident fees and services and pro forma EBITDARM in our SHOP segment, which treat the senior living communities in our SHOP segment as if all our owned communities operated by Five Star were pursuant to the current management arrangements throughout all periods presented.


 
Supplemental Q4 2020 33 SHOP Segment and Same Property - Transitional Pro Forma EBITDARM RETURN TO TABLE OF CONTENTS (dollars in thousands, except average monthly rate) SHOP SEGMENT - TRANSITIONAL PRO FORMA EBITDARM As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Properties 235 239 241 244 244 Number of Units 26,969 28,232 28,348 28,960 29,013 Occupancy 72.2 % 75.2 % 78.7 % 82.7 % 83.3 % Average Monthly Rate $ 4,541 $ 4,508 $ 4,496 $ 4,571 $ 4,536 Year Over Year Average Monthly Rate % Change 0.1 % Residents Fees and Services $ 278,637 $ 290,101 $ 304,104 $ 331,969 $ 333,904 Sequential Residents Fees and Services % Change (4.0) % (4.6) % (8.4) % (0.6) % Year Over Year Residents Fees and Services % Change (16.6) % EBITDARM (1) $ 33,210 $ 22,404 $ 55,633 $ 64,688 $ 58,414 Sequential EBITDARM % Change 48.2 % (59.7) % (14.0) % 10.7 % Year Over Year EBITDARM % Change (43.1) % SHOP SEGMENT SAME PROPERTY - TRANSITIONAL PRO FORMA EBITDARM As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Number of Properties 217 217 217 217 217 Number of Units 25,982 25,982 25,982 25,982 25,982 Occupancy 72.7 % 75.9 % 79.5 % 83.7 % 84.3 % Average Monthly Rate $ 4,547 $ 4,516 $ 4,503 $ 4,583 $ 4,554 Year Over Year Average Monthly Rate % Change (0.2) % Residents Fees and Services $ 264,099 $ 269,675 $ 282,698 $ 303,112 $ 307,069 Sequential Residents Fees and Services % Change (2.1) % (4.6) % (6.7) % (1.3) % Year Over Year Residents Fees and Services % Change (14.0) % EBITDARM (2) $ 35,294 $ 26,716 $ 55,793 $ 64,752 $ 60,237 Sequential EBITDARM % Change 32.1 % (52.1) % (13.8) % 7.5 % Year Over Year EBITDARM % Change (41.4) % (1) Includes $10,139 and $7,346 of funds received under the CARES Act during the three months ended December 31, 2020 and June 30, 2020, respectively. (2) Includes $8,917 and $6,669 of funds received under the CARES Act during the three months ended December 31, 2020 and June 30, 2020, respectively. See page 34 for calculation and reconciliation of Pro Forma EBITDARM and Non-GAAP Financial Measures and Certain Definitions on page 39 for a definition of EBITDARM.


 
Supplemental Q4 2020 34 SHOP Segment and Same Property - Calculation and Reconciliation of Pro Forma EBITDARM (continued) (dollars in thousands) (1) Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements. As a result, operating results of the previously leased communities will be included in our operating results and have been included in the pro forma results for the three months ended December 31, 2019. Adjustments include property level residents fees and services and property operating expenses and exclude rental income for the previously leased senior living communities for the three months ended December 31, 2019. (2) For the three months ended December 31, 2019, adjustments to property operating expenses also include adjustments to reflect management fees equal to 5% of gross revenues pursuant to the New Management Agreements and a consistent allocation of costs for all communities. (3) We recognized $10,139 and $7,346 of funds received under the CARES Act during the three months ended December 31, 2020 and June 30, 2020, respectively. Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 SHOP SHOP SHOP SHOP SHOP Restructuring Transaction Pro Forma Revenues: Rental income $ — $ — $ — $ — $ 32,447 $ (32,447) (1) $ — Residents fees and services 278,637 290,101 304,104 331,969 108,830 225,074 (1) 333,904 Total revenues 278,637 290,101 304,104 331,969 141,277 192,627 333,904 Expenses: Property operating expenses 269,498 282,202 271,022 283,879 93,110 199,075 (1) (2) 292,185 Depreciation and amortization 30,739 31,570 33,773 33,042 32,557 — 32,557 Impairment of assets (107) 62,868 30,637 5,016 56,781 — 56,781 Total expenses 300,130 376,640 335,432 321,937 182,448 199,075 381,523 Loss on sale of properties (417) (42) (168) — — — — Interest and other income 10,139 (3) — 7,346 (3) — — — — Interest expense (547) (552) (560) (564) (577) — (577) Net (loss) income (12,318) (87,133) (24,710) 9,468 (41,748) (6,448) (48,196) Add (less): Interest expense 547 552 560 564 577 Depreciation and amortization 30,739 31,570 33,773 33,042 32,557 Management fees 13,932 14,505 15,205 16,598 16,695 Impairment of assets (107) 62,868 30,637 5,016 56,781 Loss on sale of properties 417 42 168 — — EBITDARM 33,210 22,404 55,633 64,688 58,414 Less: EBITDARM not included in same property (2,084) (4,312) (160) (64) (1,823) Same property EBITDARM $ 35,294 $ 26,716 $ 55,793 $ 64,752 $ 60,237 RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 35 Office Portfolio Leasing Summary (1) Square feet measurements are subject to modest changes when space is periodically remeasured or reconfigured for new tenants. (2) Occupancy 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. (3) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. (4) Weighted based on annualized rental income pursuant to existing leases as of December 31, 2020. The leasing summary on this page is based on leases entered into during the periods indicated. (dollars and sq. ft. in thousands, except per sq. ft. data) RETURN TO TABLE OF CONTENTS As of and For the Three Months Ended 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Buildings 123 126 129 130 138 Total sq. ft. (1) 11,282 11,573 11,668 11,718 11,878 Occupancy (2) 91.4 % 91.3 % 92.0 % 92.6 % 92.2 % Leasing Activity (sq. ft.): New leases 113 67 8 73 126 Renewals 300 135 52 229 268 Total 413 202 60 302 394 Rental Rate on New and Renewed Leases per Sq. Ft.: New leases $ 25.10 $ 42.62 $ 36.78 $ 39.52 $ 26.77 Renewals $ 23.38 $ 28.58 $ 37.83 $ 10.15 $ 28.58 Average net annual rent $ 23.85 $ 33.21 $ 37.70 $ 17.26 $ 28.00 Leasing Costs and Concession Commitments (3): New leases $ 7,017 $ 3,632 $ 379 $ 5,805 $ 7,486 Renewals 2,794 1,331 343 1,380 5,548 Total $ 9,811 $ 4,963 $ 722 $ 7,185 $ 13,034 Leasing Costs and Concession Commitments per Sq. Ft. (3): New leases $ 62.00 $ 54.57 $ 50.17 $ 79.33 $ 59.17 Renewals $ 9.30 $ 9.85 $ 6.62 $ 6.02 $ 20.76 All new and renewed leases $ 23.73 $ 24.60 $ 12.16 $ 23.77 $ 33.10 Weighted Average Lease Term (years) (4): New leases 7.5 8.8 7.2 9.4 9.6 Renewals 4.5 5.7 5.8 5.7 8.8 All new and renewed leases 5.4 7.0 6.0 7.7 9.0 Leasing Costs and Concession Commitments per Sq. Ft. per Year (3): New leases $ 8.30 $ 6.20 $ 7.01 $ 8.48 $ 6.14 Renewals $ 2.07 $ 1.73 $ 1.13 $ 1.05 $ 2.36 All new and renewed leases $ 4.43 $ 3.51 $ 2.02 $ 3.07 $ 3.66


 
Supplemental Q4 2020 36 As of December 31, 2020 (1) The life science property leased by this tenant is owned in a joint venture arrangement in which we own a 55% equity interest. Rental income presented includes 100% of rental income consistent with GAAP. (2) Includes NOI for the three months ended December  31, 2020, annualized, from senior living communities in our SHOP segment. Tenants Representing 1% Or More of Total Annualized Rental Income RETURN TO TABLE OF CONTENTS (dollars in thousands) % of Annualized Annualized Rental Tenant Facility Type Rental Income Income Expiration 1 Vertex Pharmaceuticals Inc. (1) Life science $ 97,340 22.0 % 2028 2 Advocate Aurora Health Medical office 16,896 3.8 % 2024 3 Cedars-Sinai Medical Center Medical office 16,308 3.7 % 2021 - 2032 4 Brookdale Senior Living, Inc. Senior living 9,446 2.1 % 2032 5 Life Time Athletic Wellness center 9,105 2.1 % 2040 6 Ology Bioservices, Inc. Life science 8,324 1.9 % 2041 7 HCA Holdings Inc. Medical office 6,934 1.6 % 2021 - 2029 8 Medtronic, Inc. Medical office 5,666 1.3 % 2022 9 IQVIA Holdings Inc. Life science 5,316 1.2 % 2023 10 Stratford Retirement, LLC Senior living 4,592 1.0 % 2033 11 Boston Children's Hospital Medical office 4,533 1.0 % 2028 12 Oaks Senior Living, LLC Senior living 4,523 1.0 % 2024 - 2030 All Other Tenants (2) 254,082 57.3 % 2021 - 2035 Total Tenants $ 443,065 100.0 %


 
Supplemental Q4 2020 37 Office Portfolio Lease Expiration Schedule (1) Includes data from our life science property owned in a joint venture arrangement in which we own a 55% equity interest. RETURN TO TABLE OF CONTENTS (dollars in thousands) As of December 31, 2020 Office Portfolio Annualized Rental Income Expiring Year Annualized Rental Income (1) Percent of Total Annualized Rental Income Expiring Cumulative Percentage of Annualized Rental Income Expiring 2021 $ 32,656 8.8 % 8.8 % 2022 36,804 9.9 % 18.7 % 2023 20,655 5.6 % 24.3 % 2024 49,720 13.4 % 37.7 % 2025 25,935 7.0 % 44.7 % 2026 22,936 6.2 % 50.9 % 2027 12,262 3.3 % 54.2 % 2028 117,402 31.7 % 85.9 % 2029 10,442 2.8 % 88.7 % 2030 and thereafter 41,770 11.3 % 100.0 % Total $ 370,582 100.0 % Average remaining lease term for our office portfolio (weighted by annualized rental income): 5.9 years Office Portfolio Square Feet with Leases Expiring Year Square Feet (1) Percent of Total Square Feet Expiring Cumulative Percentage of Total Square Feet Expiring 2021 910,418 8.8 % 8.8 % 2022 1,310,305 12.7 % 21.5 % 2023 1,025,560 9.9 % 31.4 % 2024 1,818,870 17.6 % 49.0 % 2025 1,012,725 9.8 % 58.8 % 2026 737,389 7.1 % 65.9 % 2027 491,519 4.8 % 70.7 % 2028 1,549,478 15.0 % 85.7 % 2029 233,567 2.3 % 88.0 % 2030 and thereafter 1,226,491 12.0 % 100.0 % Total 10,316,322 100.0 %


 
Supplemental Q4 2020 38 Non-Segment Annualized Rental Income Expiring Year Number of Properties Number of Units or Square Feet Annualized Rental Income Percent of Total Annualized Rental Income Expiring Cumulative Percentage of Annualized Rental Income Expiring 2021 — — $ — — % — % 2022 — — — — % — % 2023 (1) 6 354,000 sq. ft. — — % — % 2024 2 180 units 2,885 8.0 % 8.0 % 2025 — — — — % 8.0 % 2026 — — — — % 8.0 % 2027 4 511 units 4,218 11.7 % 19.7 % 2028 — — — — % 19.7 % 2029 1 155 units 547 1.5 % 21.2 % 2030 and thereafter 26 1,520 units and 458,000 sq. ft. 28,277 78.8 % 100.0 % Total 39 $ 35,927 100.0 % (1) Excludes $7,929 of annualized rental income from our leases with Starmark Holdings, LLC for six wellness centers. As of December 31, 2020, the tenant was in default on its obligations to us under the leases. Non-Segment Lease Expiration Schedule As of December 31, 2020 (dollars in thousands) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 39 Non-GAAP Financial Measures We present 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, pro forma earnings before interest, taxes, depreciation, amortization, impairment of assets, gains or losses on sale of properties, gains or losses on extinguishment of debt, rent and management fees, or EBITDARM, same property pro forma EBITDARM, funds from operations attributable to common shareholders, or FFO attributable to common shareholders, and normalized funds from operations attributable to common shareholders, or Normalized FFO attributable to common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in our consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. We believe 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 our 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 our 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 our property level results of operations. We calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI as shown on pages 16 through 22. We define NOI as income from our real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization. We define 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. We calculate same property NOI and same property Cash Basis NOI in the same manner that we calculate the corresponding NOI and Cash Basis NOI amounts, except that we only include same properties in calculating same property NOI and same property Cash Basis NOI. We use 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 we do. EBITDA, EBITDAre, Adjusted EBITDAre and EBITDARM We calculate EBITDA, EBITDAre and Adjusted EBITDAre as shown on page 23. 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, impairment of assets, if any, as well as certain other adjustments currently not applicable to us. In calculating Adjusted EBITDAre, we adjust for the items shown on page 23 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of 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 we do. Our SHOP segment includes both communities leased to Five Star and operated for our account under management agreements with Five Star as of and during the three months and year ended December 31, 2019. Pursuant to the Restructuring Transaction, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with the New Management Agreements, effective as of January 1, 2020. Under the New Management Agreements, management fees are 5% of resident fees and services revenues. We believe pro forma EBITDARM is a meaningful transitional supplemental performance measure as it presents historical community level operating results regardless of the form of contractual arrangements and removes the impact of changes in the agreements (rents and management fees) between us and Five Star during the periods presented. The table on page 33 presents pro forma resident fees and services revenues and pro forma EBITDARM as if the communities had been managed for our account throughout all periods presented to assist in understanding community level operating results and a reconciliation of those amounts from amounts determined in accordance with GAAP. Other real estate companies and REITs may calculate EBITDARM differently than we do. FFO and Normalized FFO Attributable to Common Shareholders We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown on page 24. FFO attributable to common shareholders is calculated on the basis defined by Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, plus real estate depreciation and amortization and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO attributable to common shareholders, we adjust for the items shown on page 24 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 attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance, and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than we do. Non-GAAP Financial Measures and Certain Definitions RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 40 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. 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 at the end of the relevant period. Annualized rental income Annualized rental income is based on rents pursuant to existing leases as of December 31, 2020. 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 our medical office and life science properties and wellness centers. Annualized rental income amounts for our medical office and life science properties also include 100% of rental income as reported under GAAP from our life science property owned in a joint venture arrangement in which we own a 55% 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 early extinguishment of debt, determined together with debt service for the applicable period. 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. 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 we are required to comply with in order to incur additional debt under our revolving credit facility and the indentures governing our senior unsecured notes. 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. Non-GAAP Financial Measures and Certain Definitions (Continued) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 41 Maintenance covenant Our maintenance covenant is a financial covenant which we are required to comply with on a quarterly basis pursuant to the indentures governing our 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. Non-Segment Non-Segment operations consists of triple net leased senior living communities that are leased to third party operators other than Five Star and wellness centers, and any other income or expenses that are not attributable to a specific reporting segment. 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. Rent coverage Rent coverage is calculated as operating cash flows from our tenants' facility operations of our properties, before subordinated charges, if any, divided by rent payable to us. Same Property For the three months ended December 31, 2020, same property consists of properties owned, in service and operated by the same operator continuously since October 1, 2019, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, closed or out of service undergoing redevelopment, if any. For the year ended December 31, 2020, same property consists of properties owned, in service and operated by the same operator continuously since January 1, 2019, including our life science property owned in a joint venture arrangement in which we own a 55% equity interest; excludes properties classified as held for sale, closed or out of service undergoing redevelopment, if any. SHOP SHOP, or Senior Housing Operating Portfolio, consists of managed senior living communities that provide short term and long term residential living and in some cases care and other services for residents where we pay fees to the operator to manage the communities for our account. Properties in this segment include independent living communities, assisted living communities, active adult rental communities and SNFs. Pursuant to the Restructuring Transaction, the previously existing master leases and management and pooling agreements between us and Five Star were terminated and replaced with the New Management Agreements as of January 1, 2020. Prior to January 1, 2020, these senior living communities were either managed for our account by Five Star or triple net leased to Five Star. SNF SNF is a skilled nursing facility. 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 exclude 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. Non-GAAP Financial Measures and Certain Definitions (Continued) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2020 42 This presentation of supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward- looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, we do 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