372,106 Square Feet of Leasing Activity at Over 28% Higher Rents During Third Quarter
New Agreements for 107 of the Transitioning Communities have been Executed with Transitions Expected to be Completed by Year End
NEWTON, Mass.–(BUSINESS WIRE)–Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended September 30, 2021.
“In the third quarter, we made substantial progress transitioning the management of a number of our senior living communities from Five Star to new third party managers,” stated Jennifer Francis, President and Chief Executive Officer of Diversified Healthcare Trust. “As of today, we have signed new management agreements for 107 transitioning communities, and 99 of these communities have been transitioned, with the expectation that the remaining eight will be transitioned by year end.
Same property average monthly occupancy in our SHOP segment increased 100 basis points between July 2021 and September 2021 despite the pervasiveness of the COVID-19 Delta variant which has slowed our recovery. Our Office Portfolio segment continues to perform well. We completed 372,000 square feet of new and renewal leases in the quarter at weighted average rents that were approximately 28% higher than prior rents for the same space. With approximately $800 million of cash and minimal near-term debt maturities, our balance sheet continues to provide us with flexibility to continue investing in our portfolio to maximize the benefits from improving industry fundamentals and long-term demographic tailwinds.”
Quarterly Results:
Reported net loss attributable to common shareholders of $89.3 million, or $0.38 per share.
Reported normalized funds from operations, or Normalized FFO, attributable to common shareholders of $(9.4) million, or $(0.04) per share.
As of and For the Three Months Ended
September 30, 2021
June 30, 2021
September 30, 2020
Occupancy
Office Portfolio (period end)
91.3%
91.0%
91.3%
SHOP (average day for period)
71.3%
70.9%
75.2%
Same Property Occupancy
Office Portfolio (period end)
92.7%
93.0%
93.2%
SHOP (average day for period)
72.5%
72.0%
77.9%
Three Months Ended
September 30, 2021
June 30, 2021
Change
September 30, 2020
Change
Same Property Cash Basis NOI (dollars in thousands)
Office Portfolio
$55,848
$57,595
(3.0)%
$55,613
0.4%
SHOP
$5,532
$11,614
(52.4)%
$13,506
(59.0)%
Total Consolidated Same Property Cash Basis NOI
$71,366
$79,059
(9.7)%
$78,038
(8.5)%
Reconciliations of net income (loss) attributable to common shareholders determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, attributable to common shareholders and Normalized FFO attributable to common shareholders for the quarters ended September 30, 2021 and 2020 appear later in this press release. Reconciliations of net income (loss) attributable to common shareholders determined in accordance with GAAP to net operating income, or NOI, and Cash Basis NOI, and a reconciliation of NOI to same property NOI and a calculation of same property Cash Basis NOI, for the quarters ended September 30, 2021, June 30, 2021 and September 30, 2020, as applicable, also appear later in this press release.
Office Portfolio Segment:
Same property Cash Basis NOI increased compared to the third quarter of 2020 primarily resulting from increased parking revenue, partially offset by decreases in occupancy.
DHC entered into new and renewal leases for an aggregate of 372,106 rentable square feet at weighted average rents that were 28.1% higher than prior rents for the same space.
SHOP Segment:
Same property Cash Basis NOI decreased compared to the third quarter of 2020, primarily resulting from decreases in occupancy related to the COVID-19 pandemic, partially offset by decreases in operating expenses due to decreases in occupancy.
On September 13, 2021, Five Star Senior Living Inc. (Nasdaq: FVE), or Five Star, reported full compliance with its previously announced requirement that all of its team members at DHC’s communities be fully vaccinated against COVID-19. Five Star’s team members and residents at DHC’s communities continue to have access to the vaccine.
Recent same property occupancy rates in DHC’s senior housing operating portfolio, or SHOP, segment consisting of 159 communities are as follows:
2020
2021
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
SHOP Same Property Average Occupancy
75.7
%
75.2
%
73.7
%
72.2
%
71.4
%
71.6
%
71.8
%
72.3
%
72.0
%
72.0
%
72.6
%
73.0
%
Sequential Occupancy Change
(0.5
)
(1.5
)
(1.5
)
(0.8
)
0.2
0.2
0.5
(0.3
)
—
0.6
0.4
Management Transition Progress:
As of November 3, 2021, DHC had executed agreements with 10 new third party managers to transition 107 senior living communities. DHC has now entered into new management agreements representing almost all of its 108 senior living communities to be transitioned from Five Star to other third party managers as previously announced. Of these 107 senior living communities, 99 have been transitioned to new third party managers. DHC expects to complete the remaining eight transitions before year end 2021. DHC plans to close and is assessing opportunities to redevelop the one remaining community without a signed new management agreement located in Delaware with 106 units.
Liquidity and Financing Activities:
As of September 30, 2021, DHC had approximately $811.4 million of cash and cash equivalents and restricted cash.
On September 3, 2021, DHC and its lenders amended the agreement governing DHC’s revolving credit facility. Among other things, the amendment sets forth the mechanics for establishing a replacement benchmark rate under DHC’s revolving credit facility at such time as LIBOR is no longer available to calculate interest payable on amounts outstanding thereunder. Also on September 3, 2021, DHC completed the previously announced first mortgage liens on 61 medical office and life science properties owned by its pledged subsidiaries with an aggregate gross book value of real estate assets of approximately $1.0 billion as of September 30, 2021 to secure the obligations under the credit agreement.
As of September 30, 2021, DHC’s ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under DHC’s revolving credit facility and its public debt covenants, as the effects of the COVID-19 pandemic continued to adversely impact DHC’s operations. DHC is prohibited from incurring additional debt while this ratio is below 1.5x on a pro forma basis.
In October 2021, DHC exercised its option to extend the maturity date of its revolving credit facility by one year to January 2023. Subject to the payment of an extension fee and meeting other conditions, DHC has an additional option to extend the maturity date of the facility by one year to January 2024.
Conference Call:
At 10:00 a.m. Eastern Time tomorrow morning, President and Chief Executive Officer, Jennifer Francis, and Chief Financial Officer and Treasurer, Richard Siedel, will host a conference call to discuss DHC’s third quarter 2021 financial results. The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Thursday, November 11, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10160352.
A live audio webcast of the conference call will also be available in a listen-only mode on DHC’s website, www.dhcreit.com. Participants wanting to access the webcast should visit DHC’s website about five minutes before the call. The archived webcast will be available for replay on DHC’s website following the call for about one week. The transcription, recording and retransmission in any way of DHC’s third quarter conference call are strictly prohibited without the prior written consent of DHC.
Supplemental Data:
A copy of DHC’s Third Quarter 2021 Supplemental Operating and Financial Data is available for download at DHC’s website, www.dhcreit.com. DHC’s website is not incorporated as part of this press release.
DHC is a real estate investment trust, or REIT, focused on owning high-quality healthcare properties located throughout the United States. DHC seeks diversification across the health services spectrum: by care delivery and practice type, by scientific research disciplines, and by property type and location. As of September 30, 2021, DHC’s $8.2 billion portfolio included 392 properties in 36 states and Washington, D.C., occupied by approximately 600 tenants, and totaling approximately 10.9 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA. To learn more about DHC, visit www.dhcreit.com.
Non-GAAP Financial Measures:
DHC presents certain “non-GAAP financial measures” within the meaning of applicable rules of the Securities and Exchange Commission, or SEC, including FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI for the three and nine months ended September 30, 2021 and 2020, as well as certain of these measures for the prior three quarters. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of DHC’s operating performance or as measures of DHC’s liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in DHC’s 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) and net income (loss) attributable to common shareholders. DHC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization, they may facilitate a comparison of DHC’s operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of DHC’s properties.
Please see the pages attached hereto for a more detailed statement of DHC’s operating results and financial condition, and for an explanation of DHC’s calculation of FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI and a reconciliation of those amounts to amounts determined in accordance with GAAP.
DIVERSIFIED HEALTHCARE TRUST
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Revenues:
Rental income
$
101,403
$
104,238
$
306,555
$
320,943
Residents fees and services
236,013
290,101
739,926
926,174
Total revenues
337,416
394,339
1,046,481
1,247,117
Expenses:
Property operating expenses
266,073
315,650
818,096
934,150
Depreciation and amortization
68,702
67,211
202,743
204,466
General and administrative
8,870
6,988
25,538
23,132
Acquisition and certain other transaction related costs
3,108
53
15,179
803
Impairment of assets
—
64,202
(174
)
106,611
Total expenses
346,753
454,104
1,061,382
1,269,162
Gain (loss) on sale of properties
200
(211
)
30,838
2,403
Gains and losses on equity securities, net
(14,755
)
12,510
(26,943
)
14,541
Interest and other income (1)
976
134
19,849
8,008
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $3,948, $2,448, $9,777 and $5,574, respectively)
(64,493
)
(58,091
)
(192,241
)
(143,715
)
Gain on lease termination
—
—
—
22,896
Loss on early extinguishment of debt
—
—
(2,410
)
(427
)
Loss from continuing operations before income tax expense
(87,409
)
(105,423
)
(185,808
)
(118,339
)
Income tax expense
(595
)
(365
)
(1,024
)
(1,048
)
Net loss
(88,004
)
(105,788
)
(186,832
)
(119,387
)
Net income attributable to noncontrolling interest
(1,339
)
(1,100
)
(4,238
)
(3,838
)
Net loss attributable to common shareholders
$
(89,343
)
$
(106,888
)
$
(191,070
)
$
(123,225
)
Weighted average common shares outstanding (basic)
238,008
237,752
237,905
237,707
Weighted average common shares outstanding (diluted)
238,008
237,752
237,905
237,707
Per common share amounts (basic and diluted):
Net loss attributable to common shareholders
$
(0.38
)
$
(0.45
)
$
(0.80
)
$
(0.52
)
(1)
DHC recognized funds received under the Coronavirus Aid, Relief, and Economic Security Act of $786 and $0 during the three months ended September 30, 2021 and 2020, respectively, and $18,967 and $7,346 during the nine months ended September 30, 2021 and 2020, respectively.
DIVERSIFIED HEALTHCARE TRUST
FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS
(amounts in thousands, except per share data)
(unaudited)
Calculation of FFO and Normalized FFO Attributable to Common Shareholders(1):
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Net loss attributable to common shareholders
$
(89,343
)
$
(106,888
)
$
(191,070
)
$
(123,225
)
Depreciation and amortization
68,702
67,211
202,743
204,466
(Gain) loss on sale of properties
(200
)
211
(30,838
)
(2,403
)
Impairment of assets
—
64,202
(174
)
106,611
Losses (gains) on equity securities, net
14,755
(12,510
)
26,943
(14,541
)
FFO adjustments attributable to noncontrolling interest
(5,273
)
(5,275
)
(15,821
)
(15,825
)
Adjustments to reflect DHC’s share of FFO attributable to an equity method investment
(2,440
)
1,910
(3,409
)
(904
)
FFO attributable to common shareholders
(13,799
)
8,861
(11,626
)
154,179
Acquisition and certain other transaction related costs
3,108
53
15,179
803
Costs and payment obligations related to compliance assessment at one of DHC’s senior living communities
—
6,172
—
6,172
Gain on lease termination
—
—
—
(22,896
)
Loss on early extinguishment of debt
—
—
2,410
427
Adjustments to reflect DHC’s share of Normalized FFO attributable to an equity method investment
1,242
48
2,626
9,175
Normalized FFO attributable to common shareholders
$
(9,449
)
$
15,134
$
8,589
$
147,860
Weighted average common shares outstanding (basic)
238,008
237,752
237,905
237,707
Weighted average common shares outstanding (diluted)
238,008
237,752
237,905
237,707
Per common share data (basic and diluted):
Net loss attributable to common shareholders
$
(0.38
)
$
(0.45
)
$
(0.80
)
$
(0.52
)
FFO attributable to common shareholders
$
(0.06
)
$
0.04
$
(0.05
)
$
0.65
Normalized FFO attributable to common shareholders
$
(0.04
)
$
0.06
$
0.04
$
0.62
Distributions declared
$
0.01
$
0.01
$
0.03
$
0.17
(1)
DHC calculates FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown above. FFO attributable to common shareholders is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of properties, loss on impairment of real estate assets and gains or losses on equity securities, net, if any, including adjustments to reflect DHC’s proportionate share of FFO of DHC’s equity method investment in Five Star, plus real estate depreciation and amortization and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to DHC. In calculating Normalized FFO attributable to common shareholders, DHC adjusts for the items shown above. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by DHC’s Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to, requirements to maintain DHC’s qualification for taxation as a REIT, limitations in the agreements governing DHC’s debt, the availability to DHC of debt and equity capital, DHC’s expectation of its future capital requirements and operating performance, and DHC’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than DHC does.
DIVERSIFIED HEALTHCARE TRUST
CALCULATION AND RECONCILIATION OF NOI AND CASH BASIS NOI (1)
(dollars in thousands)
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Calculation of NOI and Cash Basis NOI:
Revenues:
Rental income
$
101,403
$
104,238
$
306,555
$
320,943
Residents fees and services
236,013
290,101
739,926
926,174
Total revenues
337,416
394,339
1,046,481
1,247,117
Property operating expenses
(266,073
)
(315,650
)
(818,096
)
(934,150
)
NOI
71,343
78,689
228,385
312,967
Non-cash straight line rent adjustments included in rental income
(1,679
)
(491
)
(3,804
)
(3,029
)
Lease value amortization included in rental income
(1,848
)
(1,856
)
(5,563
)
(5,559
)
Non-cash amortization included in property operating expenses
(199
)
(199
)
(597
)
(597
)
Cash Basis NOI
$
67,617
$
76,143
$
218,421
$
303,782
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to NOI and Cash Basis NOI:
Net loss attributable to common shareholders
$
(89,343
)
$
(106,888
)
$
(191,070
)
$
(123,225
)
Net income attributable to noncontrolling interest
1,339
1,100
4,238
3,838
Net loss
(88,004
)
(105,788
)
(186,832
)
(119,387
)
Income tax expense
595
365
1,024
1,048
Loss on early extinguishment of debt
—
—
2,410
427
Gain on lease termination
—
—
—
(22,896
)
Interest expense
64,493
58,091
192,241
143,715
Interest and other income
(976
)
(134
)
(19,849
)
(8,008
)
Losses (gains) on equity securities, net
14,755
(12,510
)
26,943
(14,541
)
(Gain) loss on sale of properties
(200
)
211
(30,838
)
(2,403
)
Impairment of assets
—
64,202
(174
)
106,611
Acquisition and certain other transaction related costs
3,108
53
15,179
803
General and administrative
8,870
6,988
25,538
23,132
Depreciation and amortization
68,702
67,211
202,743
204,466
NOI
71,343
78,689
228,385
312,967
Non-cash straight line rent adjustments included in rental income
(1,679
)
(491
)
(3,804
)
(3,029
)
Lease value amortization included in rental income
(1,848
)
(1,856
)
(5,563
)
(5,559
)
Non-cash amortization included in property operating expenses
(199
)
(199
)
(597
)
(597
)
Cash Basis NOI
$
67,617
$
76,143
$
218,421
$
303,782
(1)
The calculations of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI exclude certain components of net income (loss) attributable to common shareholders in order to provide results that are more closely related to DHC’s property level results of operations. DHC calculates NOI and Cash Basis NOI as shown above and same property NOI and same property Cash Basis NOI as shown below. DHC defines NOI as income from its real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that DHC records as depreciation and amortization. DHC defines Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash amortization included in property operating expenses. DHC calculates same property NOI and same property Cash Basis NOI in the same manner that it calculates the corresponding NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating same property NOI and same property Cash Basis NOI. DHC uses NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI to evaluate individual and company wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI differently than DHC does.
DIVERSIFIED HEALTHCARE TRUST
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI by Segment (1)
(dollars in thousands)
(unaudited)
Office Portfolio
For the Three Months Ended
Calculation of NOI and Cash Basis NOI:
9/30/2021
6/30/2021
3/31/2021
12/31/2020
9/30/2020
Rental income
$
91,520
$
92,804
$
93,323
$
94,850
$
94,235
Property operating expenses
(32,386
)
(31,321
)
(31,293
)
(32,709
)
(33,448
)
NOI
$
59,134
$
61,483
$
62,030
$
62,141
$
60,787
NOI
$
59,134
$
61,483
$
62,030
$
62,141
$
60,787
Less:
Non-cash straight line rent adjustments included in rental income
1,800
1,597
1,083
1,114
438
Lease value amortization included in rental income
1,830
1,833
1,822
1,790
1,800
Non-cash amortization included in property operating expenses
199
199
199
200
199
Cash Basis NOI
$
55,305
$
57,854
$
58,926
$
59,037
$
58,350
Reconciliation of NOI to Same Property NOI:
NOI
$
59,134
$
61,483
$
62,030
$
62,141
$
60,787
Less:
NOI of properties not included in same property results
(311
)
531
2,121
2,735
3,045
Same Property NOI (2)
$
59,445
$
60,952
$
59,909
$
59,406
$
57,742
Reconciliation of Same Property NOI to Same Property Cash Basis NOI:
Same Property NOI (2)
$
59,445
$
60,952
$
59,909
$
59,406
$
57,742
Less:
Non-cash straight line rent adjustments included in rental income
1,578
1,335
785
798
134
Lease value amortization included in rental income
1,830
1,833
1,832
1,801
1,811
Non-cash amortization included in property operating expenses
189
189
188
184
184
Same Property Cash Basis NOI (2)
$
55,848
$
57,595
$
57,104
$
56,623
$
55,613
(1)
See page 7 for the calculation of NOI and a reconciliation of net income (loss) attributable to common shareholders determined in accordance with GAAP to that amount. See footnote 1 on page 7 of this press release for a definition of NOI, Cash Basis NOI, same property NOI and same property Cash Basis NOI, and page 3 for a description of why management believes they are appropriate supplemental measures and a description of how management uses these measures.
(2)
Consists of properties owned and in service continuously since July 1, 2020, including the life science property owned in a joint venture arrangement in which DHC owns a 55% equity interest; excludes properties classified as held for sale or out of service undergoing redevelopment, if any.
Contacts
Michael Kodesch, Director, Investor Relations
(617) 796-8234
www.dhcreit.com