Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the
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Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Assessment of Internal Control Over Financial Reporting.
We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on this assessment, we believe that, as of December 31, 2021, our internal control over financial reporting is effective.
Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2021 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have a Code of Conduct that applies to our officers and Trustees, RMR Inc. and RMR LLC, senior level officers of RMR LLC, senior level officers and directors of RMR Inc. and certain other officers and employees of RMR LLC. Our Code of Conduct is posted on our website, www.dhcreit.com . A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct to apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, on our website.
The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information. We may award common shares to our officers and other employees of RMR LLC under our 2012 Equity Compensation Plan, as amended, or the 2012 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2012 Plan. The terms of awards made under the 2012 Plan are determined by the Compensation Committee of our Board of Trustees at the time of the awards. The following table is as of December 31, 2021:
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Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under our
equity compensation plan
excluding securities
reflected in column (a)
Plan Category (a) (b) (c)
Equity compensation plans approved by securityholders—2012 Plan
None. None. 1,117,201 (1)
Equity compensation plan not approved by securityholders
None. None. None.
Total None. None. 1,117,201 (1)
(1) Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.
Payments by us to RMR LLC employees are described in Notes 5 and 8 to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Index to Financial Statements and Financial Statement Schedules
The following consolidated financial statements and financial statement schedules of Diversified Healthcare Trust are included on the pages indicated:
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 1
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 42 )
F- 4
Consolidated Balance Sheets as of December 31, 2021 and 2020
F- 5
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2021
F- 6
Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2021
F- 7
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021
F- 8
Notes to Consolidated Financial Statements
F- 10
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2021
S- 1
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.
Financial information about AlerisLife may be found on the SEC's website by entering AlerisLife's name at http://www.sec.gov/edgar/searchedgar/companysearch.html. Reference to AlerisLife's financial information on this external website is presented to comply with applicable accounting regulations of the SEC. Except for such financial information contained therein as is required to be included herein under such regulations, AlerisLife's public filings and other information located in external websites are not incorporated by reference into these financial statements.
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(b) Exhibits
Exhibit
Number
Description
3.1 Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
3.2 Articles Supplementary, dated May 11, 2000. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.)
3.3 Articles Supplementary, dated June 30, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2017.)
3.4 Articles Supplementary, dated May 19, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2020.)
3.5 Amended and Restated Bylaws of the Company, adopted January 1, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.)
4.1 Form of Common Share Certificate. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.)
4.2 Indenture, dated as of December 20, 2001, between the Company and State Street Bank and Trust Company. (Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-76588.)
4.3 Supplemental Indenture No. 7, dated as of July 20, 2012, between the Company and U.S. Bank National Association, related to 5.625% Senior Notes due 2042, including form thereof. (Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on July 20, 2012.)
4.4 Supplemental Indenture No. 9, dated as of April 28, 2014, between the Company and U.S. Bank National Association, related to 4.75% Senior Notes due 2024, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)
4.5 Indenture, dated as of February 18, 2016, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2016.)
4.6 First Supplemental Indenture, dated as of February 18, 2016, between the Company and U.S. Bank National Association, related to 6.25% Senior Notes due 2046, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2016.)
4.7 Second Supplemental Indenture, dated as of February 12, 2018, between the Company and U.S. Bank National Association, related to 4.75% Senior Notes due 2028, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
4.8 Third Supplemental Indenture, dated as of June 2, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank, National Association, related to 9.750% Senior Notes due 2025, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 5, 2020.)
4.9 Supplemental Indenture, dated as of March 5, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank, National Association, related to 9.750% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
4.10 Fourth Supplemental Indenture, dated as of February 8, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank, National Association, related to 4.375% Senior Notes due 2031, including form thereof. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.)
4.11 Supplemental Indenture, dated as of March 5, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank, National Association, related to 4.375% Senior Notes due 2025. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
4.12 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
4.13 Description of Securities. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.)
8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters. (Filed herewith.)
10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
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10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
10.3 Third Amended and Restated Property Management Agreement, dated as of June 9, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.)
10.4 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 23, 2012.)
10.5 First Amendment to 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.)
10.6 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)
10.7 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
10.8 Summary of Trustee Compensation.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 4 , 202 1 .)
10.9 Amended and Restated Credit Agreement, dated as of August 1, 2017, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions party thereto. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.)
10.10 First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2020, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2020.)
10.11 Second Amendment to Amended and Restated Credit Agreement, dated as of January 29, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company's Current Report on Form 8-K filed on February 1, 2021.)
10.12 Third Amendment to Amended and Restated Credit Agreement, dated as of September 3, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
10.13 Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 22, 2022, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company's Current Report on Form 8-K dated February 23, 2022.)
10.14 Pledge Agreement, dated as of January 29, 2021, among the Company, certain subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Collateral Agent. (Incorporated by reference to the Company's Current Report on Form 8-K filed on February 1, 2021.)
10.15 Pledge Amendment, dated as of February 12, 2021, by the Company and certain subsidiaries of the Company party thereto. ( Incorporated by reference to the Company's Annual Report on Form 10-K for the ye ar ended December 31, 2020 .)
10.16 Pledged Interest Release Request Letter, dated as of March 4, 2021, between the Company and Wells Fargo Bank, National Association. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
10.17 Release of Certain Guarantors, dated as of March 5, 2021, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank, National Association. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)
10.18 Release of Certain Guarantors, dated as of January 28, 2022, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank, National Association. (Filed herewith.)
10.19 Release of Certain Guarantors, dated as of January 28, 2022, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank, National Association. (Filed herewith.)
10.20 Transaction Agreement, dated December 7, 2001, among the Company, certain subsidiaries of the Company party thereto, AlerisLife Inc. (f/k/a Five Star Senior Living Inc.), certain subsidiaries of AlerisLife Inc. party thereto, FSQ, Inc., Service Properties Trust (f/k/a Hospitality Properties Trust) and The RMR Group LLC. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 17, 2001.)
10.21 Transaction Agreement, dated as of April 1, 2019, between the Company and AlerisLife Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 5, 2019.)
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10.22 Amended and Restated Master Management Agreement, dated as of June 9, 2021, among the Company and certain of its subsidiaries, and AlerisLife Inc. and certain of its subsidiaries. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.)
10.23 Amended and Restated Guaranty Agreement, dated as of June 9, 2021, by AlerisLife Inc. for the benefit of certain subsidiaries of the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.)
21.1 Subsidiaries of the Company. (Filed herewith.)
22.1 List of Subsidiary Guarantors. (Filed herewith.)
23.1 Consent of Deloitte & Touche LLP. (Filed herewith.)
23.2 Consent of Ernst & Young LLP. (Filed herewith.)
23.3 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.)
31.1 Rule 13a-14(a) Certification. (Filed herewith.)
31.2 Rule 13a-14(a) Certification. (Filed herewith.)
32.1 Section 1350 Certification. (Furnished herewith.)
99.1 Registration Rights Agreement, dated as of August 4, 2009, between AlerisLife Inc. and the Company. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.)
(+) Management contract or compensatory plan or arrangement.
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Item 16. Form 10-K Summary.
None.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of Diversified Healthcare Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust (the "Company") as of December 31, 2021 and December 31, 2020, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for the years ended December 31, 2021 and 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and December 31, 2020, and the results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Real Estate Properties - Refer to Note 3 to the financial statements
Critical Audit Matter Description
The Company's investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company's decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company's expected remaining hold period to the respective carrying amount. The Company's undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.
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We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management's undiscounted future cash flows analysis which are sensitive to future market or industry considerations.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with possible impairment indicators included the following among others:
• We tested the effectiveness of controls over management's evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows.
• We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate asset or group of assets with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management's projections to external market sources and evidence obtained in other areas of our audit.
• We evaluated the reasonableness of management's undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with possible indicators of impairment. We compared our analysis of the recoverability of the real estate asset or group of assets to the Company's analysis.
• We made inquiries of management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 23, 2022
We have served as the Company's auditor since 2020.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of Diversified Healthcare Trust
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Diversified Healthcare Trust (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 23, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 23, 2022
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of Diversified Healthcare Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of comprehensive income (loss) , shareholders' equity and cash flows of Diversified Healthcare Trust (the Company) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the Company's results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Company's auditor from 1998 to 2020.
Boston, Massachusetts
March 2, 2020
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
December 31,
2021 2020
ASSETS
Real estate properties:
Land $ 741,501 $ 789,125
Buildings and improvements 6,072,055 6,621,605
Total real estate properties, gross 6,813,556 7,410,730
Accumulated depreciation ( 1,737,807 ) ( 1,694,901 )
Total real estate properties, net 5,075,749 5,715,829
Investment in unconsolidated joint venture 215,127 —
Assets of properties held for sale — 112,437
Cash and cash equivalents 634,848 74,417
Restricted cash 382,097 16,432
Investments in equity securities 31,540 73,772
Acquired real estate leases and other intangible assets, net 48,746 286,513
Other assets, net 235,407 197,024
Total assets $ 6,623,514 $ 6,476,424
LIABILITIES AND SHAREHOLDERS' EQUITY
Revolving credit facility $ 800,000 $ —
Term loan, net — 199,049
Senior unsecured notes, net 2,806,811 2,608,189
Secured debt and finance leases, net 69,713 691,573
Liabilities of properties held for sale — 3,525
Accrued interest 29,845 23,772
Due to affiliates 8,270 24,547
Assumed real estate lease obligations, net 2,556 67,830
Other liabilities 243,929 238,717
Total liabilities 3,961,124 3,857,202
Commitments and contingencies
Equity:
Equity attributable to common shareholders:
Common shares of beneficial interest, $ .01 par value: 300,000,000 shares authorized, 238,994,894 and 238,268,478 shares issued and outstanding, respectively
2,390 2,383
Additional paid in capital 4,615,475 4,613,904
Cumulative net income 2,087,624 1,913,109
Cumulative distributions ( 4,043,099 ) ( 4,033,559 )
Total equity attributable to common shareholders 2,662,390 2,495,837
Noncontrolling interest:
Total equity attributable to noncontrolling interest — 123,385
Total equity 2,662,390 2,619,222
Total liabilities and equity $ 6,623,514 $ 6,476,424
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
Year Ended December 31,
2021 2020 2019
Revenues:
Rental income $ 408,589 $ 427,215 $ 606,558
Residents fees and services 974,623 1,204,811 433,597
Total revenues 1,383,212 1,632,026 1,040,155
Expenses:
Property operating expenses 1,091,812 1,236,357 489,070
Depreciation and amortization 271,131 270,147 289,025
General and administrative 34,087 30,593 37,028
Acquisition and certain other transaction related costs 17,506 814 13,102
Impairment of assets ( 174 ) 106,972 115,201
Total expenses 1,414,362 1,644,883 943,426
Gain on sale of properties 492,272 6,487 39,696
Dividend income — — 1,846
Gains and losses on equity securities, net ( 42,232 ) 34,106 ( 41,898 )
Interest and other income 20,635 18,221 941
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 13,408 , $ 8,022 and $ 6,032 , respectively)
( 255,759 ) ( 201,483 ) ( 180,112 )
Gain on lease termination — 22,896 —
Loss on early extinguishment of debt ( 2,410 ) ( 427 ) ( 44 )
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 181,356 ( 133,057 ) ( 82,842 )
Income tax expense ( 1,430 ) ( 1,250 ) ( 436 )
Equity in earnings of an investee — — 400
Net income (loss) 179,926 ( 134,307 ) ( 82,878 )
Net income attributable to noncontrolling interest ( 5,411 ) ( 5,146 ) ( 5,356 )
Net income (loss) attributable to common shareholders $ 174,515 $ ( 139,453 ) $ ( 88,234 )
Other comprehensive income:
Amounts reclassified from cumulative other comprehensive income to net income $ — $ — $ 175
Equity in unrealized gain of an investee — — 91
Other comprehensive income — — 266
Comprehensive income (loss) 179,926 ( 134,307 ) ( 82,612 )
Comprehensive income attributable to noncontrolling interest ( 5,411 ) ( 5,146 ) ( 5,356 )
Comprehensive income (loss) attributable to common shareholders $ 174,515 $ ( 139,453 ) $ ( 87,968 )
Weighted average common shares outstanding (basic) 237,967 237,739 237,604
Weighted average common shares outstanding (diluted) 237,967 237,739 237,604
Per common share amounts (basic and diluted)
Net income (loss) attributable to common shareholders $ 0.73 $ ( 0.59 ) $ ( 0.37 )
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
Number of
Shares Common
Shares Additional
Paid In
Capital Cumulative
Net Income Cumulative Other
Comprehensive
Income (Loss) Cumulative
Distributions Total Equity Attributable to Common Shareholders Total Equity Attributable to Noncontrolling
Interest Total Equity
Balance at December 31, 2018: 237,729,900 $ 2,377 $ 4,611,419 $ 2,140,796 $ ( 266 ) $ ( 3,731,214 ) $ 3,023,112 $ 156,758 $ 3,179,870
Net (loss) income — — — ( 88,234 ) — — ( 88,234 ) 5,356 ( 82,878 )
Amounts reclassified from cumulative other comprehensive income to net income — — — — 175 — 175 — 175
Other comprehensive income — — — — 91 — 91 — 91
Distributions — — — — — ( 199,719 ) ( 199,719 ) — ( 199,719 )
Share grants 202,500 2 1,391 — — — 1,393 — 1,393
Share repurchases ( 31,747 ) — ( 293 ) — — — ( 293 ) — ( 293 )
Share forfeitures ( 3,490 ) — ( 6 ) — — — ( 6 ) — ( 6 )
Distributions to noncontrolling interest — — — — — — — ( 21,583 ) ( 21,583 )
Balance at December 31, 2019: 237,897,163 2,379 4,612,511 2,052,562 — ( 3,930,933 ) 2,736,519 140,531 2,877,050
Net (loss) income — — — ( 139,453 ) — — ( 139,453 ) 5,146 ( 134,307 )
Distributions — — — — — ( 42,825 ) ( 42,825 ) — ( 42,825 )
Distribution to common shareholders of the right to receive AlerisLife Inc. common stock
— — — — — ( 59,801 ) ( 59,801 ) — ( 59,801 )
Share grants 420,000 4 1,570 — — — 1,574 — 1,574
Share repurchases ( 47,375 ) — ( 171 ) — — — ( 171 ) — ( 171 )
Share forfeitures ( 1,310 ) — ( 6 ) — — — ( 6 ) — ( 6 )
Distributions to noncontrolling interest — — — — — — — ( 22,292 ) ( 22,292 )
Balance at December 31, 2020: 238,268,478 2,383 4,613,904 1,913,109 — ( 4,033,559 ) 2,495,837 123,385 2,619,222
Net income — — — 174,515 — — 174,515 5,411 179,926
Distributions — — — — — ( 9,540 ) ( 9,540 ) — ( 9,540 )
Share grants 838,000 8 1,956 — — — 1,964 — 1,964
Share repurchases ( 109,384 ) ( 1 ) ( 382 ) — — — ( 383 ) — ( 383 )
Share forfeitures ( 2,200 ) — ( 3 ) — — — ( 3 ) — ( 3 )
Distributions to noncontrolling interest — — — — — — — ( 22,348 ) ( 22,348 )
Sale of interest in joint venture — — — — — — — ( 106,448 ) ( 106,448 )
Balance at December 31, 2021: 238,994,894 $ 2,390 $ 4,615,475 $ 2,087,624 $ — $ ( 4,043,099 ) $ 2,662,390 $ — $ 2,662,390
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
( dollars in thousands)
Year Ended December 31,
2021 2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 179,926 $ ( 134,307 ) $ ( 82,878 )
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
Depreciation and amortization 271,131 270,147 289,025
Net amortization of debt premiums, discounts and issuance costs 13,408 8,022 6,032
Straight line rental income ( 5,846 ) ( 6,069 ) ( 4,508 )
Amortization of acquired real estate leases ( 7,211 ) ( 7,405 ) ( 6,791 )
Loss on early extinguishment of debt 2,410 51 44
Gain on lease termination — ( 22,896 ) —
Impairment of assets ( 174 ) 106,972 115,201
Gain on sale of properties ( 492,272 ) ( 6,487 ) ( 39,696 )
Gains and losses on equity securities, net 42,232 ( 34,106 ) 41,898
Other non-cash adjustments, net ( 1,811 ) ( 2,203 ) ( 3,771 )
Equity in earnings of an investee — — ( 400 )
Distribution of earnings from Affiliates Insurance Company — — 2,574
Change in assets and liabilities:
Deferred leasing costs, net ( 20,701 ) ( 7,672 ) ( 8,625 )
Other assets ( 51,201 ) ( 27,858 ) 12,267
Accrued interest 7,654 ( 305 ) ( 2,105 )
Other liabilities ( 868 ) 22,660 ( 52,422 )
Net cash (used in) provided by operating activities ( 63,323 ) 158,544 265,845
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions and deposits — ( 2,526 ) ( 50,636 )
Real estate improvements ( 227,605 ) ( 185,585 ) ( 222,417 )
Proceeds from sale of properties, net 103,257 147,388 254,241
Proceeds from sale of interest in joint venture, net 367,033 — —
Proceeds from sale of RMR Inc. common shares, net — — 98,557
Distributions in excess of earnings from Affiliates Insurance Company 11 287 6,426
Net cash provided by (used in) investing activities 242,696 ( 40,436 ) 86,171
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior unsecured notes, net 492,500 985,000 —
Proceeds from borrowings on revolving credit facility 800,000 430,500 994,500
Repayments of borrowings on revolving credit facility — ( 968,000 ) ( 596,000 )
Repayment of senior unsecured notes ( 300,000 ) ( 200,000 ) ( 400,000 )
Repayment of term loan ( 200,000 ) ( 250,000 ) ( 100,000 )
Repayment of other debt ( 3,159 ) ( 5,941 ) ( 46,345 )
Loss on early extinguishment of debt settled in cash — ( 376 ) —
Payment of debt issuance costs ( 10,347 ) ( 5,378 ) ( 417 )
Repurchase of common shares ( 383 ) ( 171 ) ( 299 )
Distributions to noncontrolling interest ( 22,348 ) ( 22,292 ) ( 21,583 )
Distributions to shareholders ( 9,540 ) ( 42,825 ) ( 199,719 )
Net cash provided by (used in) financing activities 746,723 ( 79,483 ) ( 369,863 )
Increase (decrease) in cash and cash equivalents and restricted cash 926,096 38,625 ( 17,847 )
Cash and cash equivalents and restricted cash at beginning of period 90,849 52,224 70,071
Cash and cash equivalents and restricted cash at end of period $ 1,016,945 $ 90,849 $ 52,224
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
( dollars in thousands)
Year Ended December 31,
2021 2020 2019
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 235,994 $ 195,599 $ 177,308
Income taxes paid $ 2,798 $ 399 $ 452
NON-CASH INVESTING ACTIVITIES:
Decrease in assets and liabilities resulting from the deconsolidation of an investment that was previously consolidated:
Real estate, net $ ( 686,320 ) $ — $ —
Mortgage notes, net $ 618,452 $ — $ —
AlerisLife Inc. common stock $ — $ 97,896 $ —
Restructuring transaction additional consideration $ — $ ( 75,000 ) $ —
Real estate improvements accrued, not paid $ 20,031 $ 18,097 $ 14,111
Capitalized interest $ 1,297 $ 1,833 $ 1,124
NON-CASH FINANCING ACTIVITIES:
Distribution to common shareholders of the right to receive AlerisLife Inc. common stock $ — $ ( 59,801 ) $ —
Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our consolidated balance sheets to the amount shown in our consolidated statements of cash flows:
As of December 31,
2021 2020 2019
Cash and cash equivalents $ 634,848 $ 74,417 $ 37,357
Restricted cash (1)
382,097 16,432 14,867
Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 1,016,945 $ 90,849 $ 52,224
(1) As of December 31, 2021, restricted cash consists of proceeds from the sale of an interest in the joint venture that owns a life science property located in Boston, Massachusetts held as collateral pursuant to the agreement governing our revolving credit facility, or our credit agreement. We may use these funds to pay for approved expenditures in accordance with our credit agreement. Effective as of the date of the sale, we deconsolidated this joint venture. Prior to the deconsolidation, restricted cash consisted primarily of cash held for the operations of this joint venture. Restricted cash also consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 1. Organization
Diversified Healthcare Trust is a real estate investment trust, or REIT, organized under Maryland law, which owns medical office and life science properties, senior living communities and other healthcare related properties throughout the United States. As of December 31, 2021, we wholly owned 390 properties located in 36 states and Washington, D.C. On that date, the gross book value of our real estate assets was $ 6,813,556 .
As of December 31, 2021, we also owned a 20 % equity interest in an unconsolidated joint venture that owns a life science property located in Boston, Massachusetts with approximately 1.1 million rentable square feet that was 100 % leased with an average (by annualized rental revenues) remaining lease term of 7.0 years.
Note 2. Summary of Significant Accounting Policies
BASIS OF PRESENTATION. Our consolidated financial statements include the accounts of Diversified Healthcare Trust, we, us or our, and our subsidiaries, all of which are 100 % owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Accounting principles generally accepted in the United States, or GAAP, require us to make estimates and assumptions that may affect the amounts reported in these financial statements and related notes. The actual results could differ from these estimates.
REAL ESTATE PROPERTIES. We record properties at our cost and calculate depreciation on real estate investments on a straight line basis over estimated useful lives generally up to 40 years.
We allocate the purchase prices of our properties to land, building and improvements based on determinations of the fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of depreciable useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We allocate a portion of the purchase price to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. The terms of below market leases that include bargain renewal options, if any, are further adjusted if we determine that renewal is probable. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to our consolidated financial statements. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amount over the estimated life of the relationships.
We amortize capitalized above market lease values (included in acquired real estate leases and other intangible assets, net in our consolidated balance sheets) as a reduction to rental income over the remaining non-cancelable terms of the respective leases. We amortize capitalized below market lease values (presented as assumed real estate lease obligations in our consolidated balance sheets) as an increase to rental income over the non-cancelable periods of the respective leases. For the years ended December 31, 2021, 2020 and 2019, such amortization resulted in a net increase in rental income of $ 7,211 , $ 7,405 and $ 6,791 , respectively. We amortize the value of in place leases exclusive of the value of above market and below market in place leases to expense over the remaining non-cancelable periods of the respective leases. During the years ended December 31, 2021, 2020 and 2019, such amortization included in depreciation totaled $ 42,783 , $ 48,669 and $ 64,203 , respectively. If a lease is terminated prior to its stated expiration, the unamortized amount relating to that lease is written off.
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As of December 31, 2021 and 2020, our acquired real estate leases and assumed real estate lease obligations, excluding properties held for sale, were as follows:
December 31,
2021 2020
Acquired real estate leases:
Capitalized above market lease values (1)
$ 8,092 $ 12,304
Less: accumulated amortization ( 6,268 ) ( 9,236 )
Capitalized above market lease values, net 1,824 3,068
Lease origination value 123,682 551,141
Less: accumulated amortization ( 76,760 ) ( 267,696 )
Lease origination value, net 46,922 283,445
Acquired real estate leases and other intangible assets, net $ 48,746 $ 286,513
Assumed real estate lease obligations:
Capitalized below market lease values $ 6,141 $ 128,991
Less: accumulated amortization ( 3,585 ) ( 61,161 )
Assumed real estate lease obligations, net $ 2,556 $ 67,830
(1) Acquired real estate leases and other related intangible assets decreased due to our sale of a 35 % equity interest from our then remaining 55 % equity interest in the joint venture which owns a life science property located in Boston, Massachusetts to another third party global institutional investor. As a result of this sale, we deconsolidated the net assets of this joint venture.
As of December 31, 2021, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 3.7 years, 5.3 years and 6.9 years, respectively. Future amortization of net intangible acquired real estate lease assets and liabilities to be recognized over the current terms of the associated leases as of December 31, 2021 are estimated to be $ 12,095 in 2022, $ 11,326 in 2023, $ 8,030 in 2024, $ 4,869 in 2025, $ 3,267 in 2026 and $ 6,603 thereafter.
CASH AND CASH EQUIVALENTS. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
RESTRICTED CASH. Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties and amounts held as collateral pursuant to our credit agreement.
INVESTMENTS IN EQUITY SECURITIES. We previously owned 2,637,408 shares of class A common stock of The RMR Group Inc., or RMR Inc., that we sold on July 1, 2019. Prior to July 1, 2019, our equity securities were recorded at fair value based on their quoted market price at the end of each reporting period. We classify the common shares we own of AlerisLife Inc. (f/k/a Five Star Senior Living Inc.), or AlerisLife, as an equity method investment. This equity method investment is included in investments of equity securities in our consolidated balance sheets.
On April 1, 2019, we and Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, entered into a transaction agreement, or the Transaction Agreement, to restructure our business arrangements with Five Star effective January 1, 2020, or the 2020 Restructuring Transaction. At December 31, 2019, we owned 423,500 AlerisLife common shares after giving effect to the one-for-ten reverse stock split effected by AlerisLife with respect to its common shares on September 30, 2019. Pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued 10,268,158 common shares to us. The fair value and initial cost basis of the AlerisLife common shares issued to us on January 1, 2020 was $ 38,095 . At December 31, 2021, we owned 10,691,658 AlerisLife common shares. At December 31, 2021 and 2020, our investment in AlerisLife had a fair value of $ 31,540 and $ 73,772 , respectively, including an unrealized loss of $ 42,232 and unrealized gain of $ 34,106 , respectively. Based on the terms of the Transaction Agreement, including the issuance of additional AlerisLife shares to us, we concluded that we have significant influence over AlerisLife and therefor account for our investment in AlerisLife as an equity method investment starting January 1, 2020. We have elected the fair value option for our investment in AlerisLife. We continue to present our investment in AlerisLife in Investments in equity securities in our consolidated balance sheets due to the comparable accounting treatment of the shares we owned in AlerisLife as of December 31, 2021 and 2020.
See Notes 6 and 8 for further information regarding our investment in AlerisLife and former investment in RMR Inc.
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EQUITY METHOD INVESTMENTS. As of December 31, 2021, we owned a 20 % equity interest in an unconsolidated joint venture which owns a life science property located in Boston, Massachusetts. The property owned by this joint venture is encumbered by an aggregate $ 620,000 of mortgage debts. We do not control the activities that are most significant to this joint venture and, as a result, we account for our investment in this joint venture under the equity method of accounting under the fair value option. See Notes 3, 10 and 11 for more information regarding this joint venture.
We account for our investment in Affiliates Insurance Company, or AIC, until AIC was dissolved as described in Note 8, using the equity method of accounting. Significant influence was present through common representation on our Board of Trustees and the board of directors of AIC until February 13, 2020. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. He is also a managing director and an executive officer of RMR Inc. Substantially all of the business of RMR Inc. is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR LLC, which is our manager and provided management and administrative services to AIC. Most of our Trustees were directors of AIC. See Note 8 for more information about our investment in AIC. As previously discussed, we also account for our investment in AlerisLife as an equity method investment under the fair value option.
DEBT ISSUANCE COSTS. Debt issuance costs include issuance or assumption costs related to borrowings and we amortize those costs as interest expense over the terms of the respective loans. Debt issuance costs for our revolving credit facility totaled $ 27,383 and $ 19,332 at December 31, 2021 and 2020, respectively, and accumulated amortization of debt issuance costs totaled $ 22,899 and $ 16,201 at December 31, 2021 and 2020, respectively, and are included in other assets in our consolidated balance sheets. Debt issuance costs for our previously existing term loans, senior notes, and mortgage notes payable totaled $ 53,649 and $ 53,496 at December 31, 2021 and 2020, respectively, and accumulated amortization of debt issuance costs totaled $ 15,800 and $ 15,589 , respectively, and are presented in our consolidated balance sheet as a direct deduction from the associated debt liability. Future amortization of debt issuance costs to be recognized with respect to our loans as of December 31, 2021 are estimated to be $ 9,974 in 2022, $ 5,832 in 2023, $ 5,521 in 2024, $ 3,556 in 2025, $ 1,956 in 2026 and $ 15,494 thereafter.
DEFERRED LEASING COSTS. Deferred leasing costs include capitalized brokerage and other fees associated with the successful negotiation of leases, which are amortized to depreciation and amortization expense on a straight line basis over the terms of the respective leases. Deferred leasing costs are included in other assets in our consolidated balance sheets. Deferred leasing costs totaled $ 64,255 and $ 44,506 at December 31, 2021 and 2020, respectively, and accumulated amortization of deferred leasing costs totaled $ 17,074 and $ 15,605 at December 31, 2021 and 2020, respectively. At December 31, 2021, the remaining weighted average amortization period is approximately 8.7 years. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2021, are estimated to be $ 7,168 in 2022, $ 6,502 in 2023, $ 5,903 in 2024, $ 5,397 in 2025, $ 4,732 in 2026 and $ 17,479 thereafter.
REVENUE RECOGNITION. We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements.
For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The right of use asset and related lease liability are included within other assets, net and other liabilities, respectively, within our consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, will not be recorded on our consolidated balance sheets.
Certain of our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.
Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We
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apply Codification Topic 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).
Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations.
For the years ended December 31, 2021, 2020 and 2019, we recognized the rental income from our operating leases on a straight line basis over the term of each lease agreement. We recognized percentage rents when realizable and earned, which was generally during the fourth quarter of the year. For the years ended December 31, 2021, 2020 and 2019, percentage rents earned aggregated $ 1,993 , $ 2,144 and $ 2,958 , respectively.
As of December 31, 2021, we owned 235 senior living communities that are managed by third party managers for our account. We derive our revenues at these managed senior living communities primarily from services our managers provide to residents on our behalf and we record revenues when the services are provided. We use the TRS structure authorized by the REIT Investment Diversification and Empowerment Act for all of our managed senior living communities.
Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S. Department of Health and Human Services, or HHS, established a Provider Relief Fund. Retention and use of the funds received under the CARES Act are subject to certain terms and conditions. The terms and conditions require that the funds be utilized to compensate for lost revenues that are attributable to the COVID-19 pandemic and for eligible costs to prevent, prepare for and respond to the COVID-19 pandemic that are not covered by other sources. Further, fund recipients are required to be participating in Medicare at the time of distribution and are subject to certain other terms and conditions, including quarterly reporting requirements. In addition, fund recipients are required to have billed Medicare during 2019 and to continue to provide care after January 31, 2020 for diagnosis, testing or care for individuals with possible or actual COVID-19 cases. Any funds not used in accordance with the terms and conditions must be returned to HHS. We recognize income from government grants on a systematic and rational basis over the period in which we recognize the related expenses or loss of revenues for which the grants are intended to compensate when there is reasonable assurance that we will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received. During the years ended December 31, 2021 and 2020, we received $ 20,800 and $ 19,961 , respectively, in funds from the Provider Relief Fund to be used to support the operations of our managed senior living communities; we have currently determined that $ 19,554 and $ 17,485 of such funds meet the required terms and conditions. We have recognized $ 19,554 and $ 17,485 as other income in our consolidated statements of comprehensive income (loss) with respect to our senior housing operating portfolio, or SHOP, segment for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, we had not recognized $ 3,722 and $ 2,476 , respectively, of funds from the Provider Relief Fund and included these amounts in other liabilities in our consolidated balance sheets. We currently expect to return the remaining $ 3,722 of such funds to HHS in 2022 unless and to the extent we determine that such funds meet the required terms and conditions. We have applied for additional funds that may be available under the CARES Act Provider Relief Fund; however, we may not receive any additional funding.
PER COMMON SHARE AMOUNTS. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial interest, $ .01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares and the related impact on earnings, are considered when calculating diluted earnings per share.
INCOME TAXES. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and as such are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease our managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT.
The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest
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amount that has a greater than 50% likelihood of being realized upon settlement. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of general and administrative expense.
SEGMENT REPORTING. As of December 31, 2021, we operate in, and report financial information for, the following two segments: our portfolio of medical office and life science properties, or our Office Portfolio, and SHOP. We aggregate each of these two reporting segments based on their similar operating and economic characteristics. See Note 12 for further information regarding our reportable operating segments.
NEW ACCOUNTING PRONOUNCEMENTS. In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We adopted this standard on January 1, 2020 using the modified retrospective approach. The implementation of this standard did not have a material impact on our consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , or ASU No. 2021-08, which requires that an acquirer account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The acquiring entity shall recognize and measure the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, rather than at fair value at the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. On October 1, 2021, we early adopted ASU No. 2021-08. The adoption of ASU No. 2021-08 did not have an impact on our consolidated financial statements.
In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , or ASU No. 2021-10, which requires business entities to disclose government assistance accounted for by applying a grant or contribution model by analogy. ASU No. 2021-10 states that an entity shall disclose the nature of the transactions, the related accounting policies used, the effect of the transactions on an entity's financial statements and significant terms and conditions of the transactions. ASU No. 2021-10 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. On November 17, 2021, we early adopted ASU No. 2021-10. The adoption of ASU No. 2021-10 did not have a material impact on our consolidated financial statements.
Note 3. Real Estate Investments
Our real estate properties, excluding those classified as held for sale, if any, consisted of land of $ 741,501 and buildings and improvements of $ 6,072,055 as of December 31, 2021, and land of $ 789,125 and buildings and improvements of $ 6,621,605 as of December 31, 2020. Accumulated depreciation was $ 1,587,573 and $ 150,234 for buildings and improvements, respectively, as of December 31, 2021; and $ 1,561,751 and $ 133,150 for buildings and improvements, respectively, as of December 31, 2020.
Our portfolio as of December 31, 2021 includes: 116 medical office and life science properties with approximately 9.8 million rentable square feet; 264 senior living communities, including independent living (including active adult), assisted living, memory care and skilled nursing facilities, or SNFs, with 27,672 living units; and 10 wellness centers with approximately 812,000 square feet of interior space plus outdoor developed facilities.
We have accounted for our 2019 acquisitions as acquisitions of assets. We funded these acquisitions using cash on hand and borrowings under our revolving credit facility, unless otherwise noted.
Joint Venture Activities:
As of December 31, 2021, we had an equity investment in a joint venture as follows:
Joint Venture DHC Ownership DHC Carrying Value of Investment at December 31, 2021 Number of Properties Location Square Feet
Seaport Innovation LLC 20 % $ 215,127 1 Massachusetts 1,134,479
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The following table provides a summary of the mortgage debts of this joint venture:
Joint Venture Coupon Rate Maturity Date Principal Balance at December 31, 2021 (1)
Mortgage Notes Payable (secured by one property in Massachusetts) 3.53 % 8/6/2026 $ 620,000
(1) Amounts are not adjusted for our minority interest. We no longer include this $ 620,000 of secured debt financing in our consolidated balance sheet following the deconsolidation in December 2021 of the net assets of our joint venture which owns a life science property located in Boston, Massachusetts; however, DHC continues to provide certain guaranties on this debt.
In March 2017, we entered into a joint venture arrangement with an institutional investor for one of our life science properties located in Boston, Massachusetts. The investor owned a 45 % equity interest in the joint venture, and we owned the remaining 55 % equity interest in the joint venture. We determined that, while we owned a 55 % equity interest in this joint venture, this joint venture was a variable interest entity, or VIE, as defined under the Consolidation Topic of the FASB Codification. We concluded that we must consolidate this VIE, and we did so, until we sold an additional 35 % equity interest in the joint venture in December 2021. We reached this determination because we were the entity with the power to direct the activities that most significantly impacted the VIE's economic performance and we had the obligation to absorb losses of, and the right to receive benefits from, the VIE that could be significant to the VIE, and therefore were the primary beneficiary of the VIE. The assets of this VIE were $ 970,142 as of December 31, 2020 and consisted primarily of the net real estate owned by the joint venture. The liabilities of this VIE were $ 697,129 as of December 31, 2020 and consisted primarily of mortgage debts secured by the property. The joint venture investor's interest in this consolidated entity was reflected as noncontrolling interest in our consolidated financial statements.
In December 2021, we sold an additional 35 % equity interest from our then remaining 55 % equity interest in the joint venture which owns a life science property located in Boston, Massachusetts to another third party global institutional investor for $ 373,847 , which includes certain costs associated with the formation of this joint venture. We deconsolidated the net assets of this joint venture and recognized a net gain on sale of $ 461,434 on this transaction, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss). After giving effect to the sale, we continue to own a 20 % equity interest in this joint venture, but have determined that we are no longer the primary beneficiary. Effective as of the date of the sale, we deconsolidated this joint venture and we now account for this joint venture using the equity method of accounting under the fair value option. Our investment amount was based on a property valuation of $ 1,700,000 , less $ 620,000 of existing mortgage debts on the property that this joint venture assumed. Pursuant to our credit agreement, the net cash proceeds to us from this transaction will be held as restricted cash. See Note 10 for more information regarding the use of the equity method for this joint venture.
In January 2022, we entered into a joint venture for 10 medical office and life science properties we owned with two unrelated third party global institutional investors for aggregate proceeds, before closing costs and other adjustments, of approximately $ 653,300 . The investors acquired a 41 % and 39 % equity interest in the joint venture for an investment of approximately $ 100,800 and $ 95,900 , respectively, and we retained a 20 % equity interest in the joint venture. The investment amounts are based upon a property valuation of approximately $ 702,500 , less approximately $ 456,600 of secured debt on the properties incurred by this joint venture.
Acquisitions:
The table below represents the purchase price allocations (including net closing adjustments) of acquisitions for the years ended December 31, 2021, 2020 and 2019:
Date Location Type of Property Number of Properties Number of Units Cash Paid
plus
Assumed
Debt (1)
Land Buildings
and
Improvements FF&E Acquired
Real Estate
Leases / Resident Agreements Acquired
Real Estate
Lease
Obligations Assumed
Debt Premium on
Assumed Debt
Acquisitions during the year ended December 31, 2021:
We did not acquire any properties during the year ended December 31, 2021.
Acquisitions during the year ended December 31, 2020:
We did not acquire any properties during the year ended December 31, 2020.
Acquisitions during the year ended December 31, 2019:
December 2019 Texas IL 1 169 $ 50,506 $ 3,463 $ 44,189 $ 652 $ 2,202 $ — $ — $ —
(1) Cash paid plus assumed debt, if any, includes closing costs.
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In January 2020, we acquired a vacant land parcel adjacent to a life science property we own located in Tempe, Arizona for $ 2,600 , excluding acquisition costs.
Impairment:
We regularly evaluate our assets for indicators of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future cash flows to be generated from those assets. The future cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the asset to its estimated fair value.
During 2021, we recorded a reversal of impairment charges of $ 174 related to the estimated costs to sell 10 senior living communities that were classified as held for sale in our consolidated balance sheet as of December 31, 2020 and changed the status of those communities from held for sale to held and used as of March 31, 2021. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
During 2020, we recorded impairment charges of $ 98,414 to adjust the carrying values of 28 senior living communities to their aggregate estimated fair value. These 28 senior living communities included nine senior living communities which we sold in 2020, seven senior living communities which we closed in 2020 and 10 senior living communities which were classified as held for sale in our consolidated balance sheet as of December 31, 2020. During 2020, we also recorded impairment charges of $ 8,558 to adjust the carrying value of seven medical office properties to their estimated fair value. We sold four of these medical office properties in 2020. One of these medical office properties was classified as held for sale in our consolidated balance sheet as of December 31, 2020 and sold in February 2021. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
During 2019, we recorded impairment charges of $ 72,166 to adjust the carrying values of 25 senior living communities to their aggregate estimated fair value. These 25 senior living communities included 15 SNFs which we sold in September 2019 and eight senior living communities which we sold in 2020. Two of these 25 senior living communities were classified as held for sale in our consolidated balance sheet as of December 31, 2019. During 2019, we also recorded impairment charges of $ 43,035 to adjust the carrying value of 20 medical office properties and one life science property to their estimated fair value. We sold five of these medical office properties, along with the life science property, in 2019. The remaining 15 medical office properties were classified as held for sale in our consolidated balance sheet as of December 31, 2019. In 2020, we sold 10 of these 15 medical office properties classified as held for sale. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
Dispositions:
During the years ended December 31, 2021, 2020 and 2019, we sold five , 27 , and 46 properties, respectively, for aggregate sales prices of $ 104,500 , $ 152,893 , and $ 260,783 , respectively, excluding closing costs, as presented in the table below. The sales of these properties do not represent significant dispositions, individually or in the aggregate, and we do not believe these sales represent a strategic shift in our business. As a result, the results of operations for these properties are included in continuing operations through the date of sale of such properties in our consolidated statements of comprehensive income (loss).
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Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1)
Gain (loss) on Sale
Dispositions during the year ended December 31, 2021:
February 2021 Pennsylvania Medical Office 1 92,000 sq. ft. $ 9,000 $ ( 122 )
April 2021 Florida Life Science / Medical Office 4 263,656 sq. ft. 95,500 30,760
5 $ 104,500 $ 30,638
Dispositions during the year ended December 31, 2020:
January 2020 Louisiana Medical Office 6 40,575 sq. ft. $ 5,925 $ ( 81 )
February 2020 Pennsylvania Medical Office 1 50,000 sq. ft. 2,900 —
March 2020 Texas Medical Office 1 70,229 sq. ft. 8,779 2,863
April 2020 (2)
California IL / AL 3 599 units 47,000 ( 256 )
June 2020 South Carolina Medical Office 1 49,242 sq. ft. 3,550 —
July 2020 Texas Medical Office 1 6,849 sq. ft. 2,072 ( 30 )
July 2020 Connecticut Medical Office 1 32,162 sq. ft. 625 ( 25 )
August 2020 (2)
Mississippi AL 2 116 units 2,500 ( 42 )
September 2020 Mississippi Medical Office 1 78,747 sq. ft. 7,250 ( 114 )
October 2020 Various AL 3 239 units 46,000 4,292
November 2020 (2)
Nebraska AL 1 131 units 3,000 ( 26 )
December 2020 New York Medical Office 1 64,060 sq. ft. 3,875 ( 273 )
December 2020 Ohio Life Science 2 232,016 sq. ft. 7,917 257
December 2020 (2)
Wisconsin SNF / AL 3 537 units 11,500 ( 303 )
27 $ 152,893 $ 6,262
Dispositions during the year ended December 31, 2019:
February 2019
Florida Life Science 1 60,396 sq. ft. $ 2,900 $ ( 69 )
March 2019
Massachusetts Medical Office 1 4,400 sq. ft. 75 ( 58 )
May 2019 (2)
California SNF 3 278 units 21,500 15,207
May 2019 Colorado Medical Office 1 15,647 sq. ft. 2,590 1,029
June 2019 Massachusetts Medical Office 7 164,121 sq. ft. 8,042 1,590
July 2019 Massachusetts Medical Office 3 103,484 sq. ft. 4,955 2,332
August 2019 Massachusetts Medical Office 1 49,357 sq. ft. 2,221 812
September 2019 (2)
Various SNF 15 964 units 8,000 —
September 2019 Massachusetts Medical Office 1 41,065 sq. ft. 2,750 1,044
October 2019 South Dakota SNF / IL 3 245 units 10,500 6,661
October 2019 New Jersey Life Science 1 205,439 sq. ft. 47,500 —
December 2019 Georgia Medical Office 1 95,010 sq. ft. 14,000 ( 63 )
December 2019 Washington IL 1 150 units 32,500 7,618
December 2019 Various AL 7 566 units 103,250 3,593
46 $ 260,783 $ 39,696
(1) Sales price excludes closing costs.
(2) These senior living communities were previously operated by Five Star.
During the year ended December 31, 2021, we recognized a gain of $ 200 related to the sales of skilled nursing bed licenses at certain of our senior living communities. During the year ended December 31, 2020, we recognized a gain of $ 225 related to the sale of bed licenses at one of our senior living communities.
We classify all properties as held for sale in our consolidated balance sheets that meet the applicable criteria for that treatment as set forth in the Property, Plant and Equipment Topic of the Codification. As of December 31, 2021, we had no properties classified as held for sale. As of December 31, 2020, we had 10 senior living communities with 820 units and five medical office and life science properties with 355,656 square feet classified as held for sale. As of December 31, 2019, we had 21 medical office and life science properties with 875,617 square feet and 12 senior living communities with 1,670 units classified as held for sale.
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Investments and Capital Expenditures:
Under our previously existing leases with Five Star, Five Star could request that we purchase certain improvements to the leased communities. Pursuant to the Transaction Agreement, the $ 111,603 of improvements to communities leased to Five Star, including $ 49,155 of fixed assets and improvements that were purchased pursuant to the Transaction Agreement, that we funded during the year ended December 31, 2019 did not result in increased rent payable by Five Star. See Note 6 for further information regarding the 2020 Restructuring Transaction and the Transaction Agreement.
During 2021, we committed $ 97,520 for capital expenditures related to 2.6 million square feet of leases executed at our medical office and life science properties. During 2020, we committed $ 17,901 for capital expenditures related to 1.0 million square feet of leases executed at our medical office and life science properties.
Committed and unspent tenant related obligations based on executed leases as of December 31, 2021 and 2020 were $ 76,573 and $ 19,159 , respectively.
Note 4. Leases
We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements.
We increased rental income to record revenue on a straight line basis by $ 5,846 , $ 6,069 and $ 4,508 for the years ended December 31, 2021, 2020 and 2019, respectively. Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 82,131 and $ 104,803 of straight line rent receivables at December 31, 2021 and 2020, respectively, and are included in other assets, net in our consolidated balance sheets.
We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 74,860 , $ 77,599 and $ 78,668 for the years ended December 31, 2021, 2020 and 2019, respectively, of which tenant reimbursements totaled $ 72,690 , $ 75,378 and $ 75,432 , respectively.
The following table presents our operating lease maturity analysis, excluding lease payments from properties classified as held for sale, if any, as of December 31, 2021:
Year Amount
2022 $ 236,309
2023 234,633
2024 219,532
2025 197,712
2026 181,819
Thereafter 812,989
Total $ 1,882,994
Right of Use Asset and Lease Liability . For leases where we are the lessee, we recognized a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The values of the right of use asset and related liability representing our future obligation under the lease arrangement for which we are the lessee were $ 4,153 and $ 4,352 , respectively, as of December 31, 2021, and $ 4,237 and $ 4,410 , respectively, as of December 31, 2020. The right of use asset and related lease liability are included within other assets, net and other liabilities , respectively, within our consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets.
Note 5. Shareholders' Equity
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We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan. During the years ended December 31, 2021, 2020 and 2019, we awarded to our officers and other employees of RMR LLC annual share awards of 718,000 , 360,000 and 187,500 of our common shares, respectively, valued at $ 2,448 , $ 1,357 and $ 1,633 , in aggregate, respectively. In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 20,000 common shares with an aggregate value of $ 444 ($ 74 per Trustee), 10,000 common shares with an aggregate value of $ 176 ($ 29 per Trustee) and 3,000 common shares with an aggregate value of $ 119 ($ 24 per Trustee) in 2021, 2020 and 2019, respectively. The values of the share awards were based upon the closing price of our common shares trading on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of awards. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award. We include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period. At December 31, 2021, 1,117,201 of our common shares remain available for issuance under the 2012 Plan.
A summary of shares awarded, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2019 to December 31, 2021 is as follows:
Number of Shares Weighted Average
Award Date
Fair Value
Unvested shares at December 31, 2018 161,990 $ 19.41
Shares awarded in 2019 202,500 $ 8.65
Shares vested / forfeited in 2019 ( 137,150 ) $ 8.94
Unvested shares at December 31, 2019 227,340 $ 12.52
Shares awarded in 2020 420,000 $ 3.65
Shares vested / forfeited in 2020 ( 212,790 ) $ 7.04
Unvested shares at December 31, 2020 434,550 $ 6.15
Shares awarded in 2021 838,000 $ 3.45
Shares vested / forfeited in 2021 ( 426,930 ) $ 4.98
Unvested shares at December 31, 2021 845,620 $ 4.07
The 845,620 unvested shares as of December 31, 2021 are scheduled to vest as follows: 253,520 shares in 2022, 239,700 shares in 2023, 208,800 shares in 2024 and 143,600 shares in 2025. As of December 31, 2021, the estimated future compensation for the unvested shares was $ 3,116 based on the adjusted award date fair value of these shares. At December 31, 2021, the weighted average period over which the compensation expense will be recorded is approximately 2.0 years. We recorded share based compensation expense of $ 1,960 in 2021, $ 1,568 in 2020 and $ 1,388 in 2019. We recognize forfeitures as they occur.
During 2021, 2020 and 2019, we purchased an aggregate of 109,384 , 47,375 and 31,747 , respectively, of our common shares from our officers and certain current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. See Note 8 for further information regarding these purchases.
A summary of cash distributions paid to common shareholders, for federal income tax purposes, as are follows for the periods presented:
Annual Per Characterization of Distribution
Share Total Ordinary Capital Return of
Year Distribution Distribution Income Gain Capital
2021 $ 0.04 $ 9,540 — % 100.0 % — %
2020 $ 0.18 $ 42,825 — % — % 100.0 %
2019 $ 0.84 $ 199,719 — % 25.7 % 74.3 %
On January 13, 2022, we declared a quarterly distribution to common shareholders of record on January 24, 2022 of $ 0.01 per share, or approximately $ 2,390 in aggregate. We paid this distribution on February 17, 2022, using cash on hand.
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As described in Note 6, pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued an aggregate of 16,118,849 common shares, with an aggregate value of $ 59,801 , to our shareholders of record as of December 13, 2019. We recorded this issuance as a non-cash distribution in our consolidated financial statements.
Note 6. Senior Living Community Leases and Management Agreements
As of December 31, 2019, we leased 166 senior living communities to Five Star. As of that date, we also leased to our TRSs 78 communities that we owned and that were managed by Five Star for our account.
Restructuring our Business Arrangements with Five Star
The Transaction Agreement with Five Star. Pursuant to the Transaction Agreement, effective January 1, 2020, or the Conversion Time:
• our previously existing master leases with Five Star for all of our senior living communities that Five Star leased, as well as our previously existing management agreements and pooling agreements with Five Star for our senior living communities that Five Star managed, were terminated and replaced with new management agreements and a related omnibus agreement, which agreements were subsequently replaced in June 2021, as described below;
• AlerisLife issued to us 10,268,158 of its common shares and an aggregate of approximately 16,118,849 to our shareholders of record as of December 13, 2019;
• as consideration for these share issuances, we provided Five Star with $ 75,000 of additional consideration by assuming certain of Five Star's working capital liabilities and making cash payments to Five Star, resulting in a gain on lease termination of $ 22,896 for the year ended December 31, 2020 in our consolidated statements of comprehensive income (loss); and
• pursuant to a guaranty agreement dated as of January 1, 2020 and amended and restated on June 9, 2021, made by AlerisLife in favor of our applicable subsidiaries, AlerisLife has guaranteed the payment and performance of each of its applicable subsidiary's obligations under our applicable management agreements with Five Star.
Also pursuant to the Transaction Agreement: (1) commencing February 1, 2019, the aggregate amount of monthly minimum rent payable to us by Five Star under our previously existing master leases with Five Star was set at $ 11,000 as of February 1, 2019, subject to adjustment, and subsequently reduced in accordance with the Transaction Agreement as a result of our subsequent sales of certain of the leased senior living communities, and no additional rent was payable to us by Five Star from such date until the Conversion Time; and (2) as of April 1, 2019, we purchased from Five Star $ 49,155 of unencumbered Qualifying PP&E (as defined in the Transaction Agreement) related to our senior living communities leased and operated by Five Star.
2021 Amendments to our Management Arrangements with Five Star . On June 9, 2021, we amended our management arrangements with Five Star. The principal changes to the management arrangements included:
• that Five Star agreed to cooperate with us in transitioning 108 of our senior living communities with approximately 7,500 living units to other third party managers without our payment of any termination fee to Five Star;
• that we no longer have the right to sell up to an additional $ 682,000 of senior living communities currently managed by Five Star and terminate Five Star's management of those communities without our payment of a fee to Five Star upon sale;
• that Five Star is continuing to manage 120 of our senior living communities, and that the skilled nursing units in all of our continuing care retirement communities that Five Star is continuing to manage, which then included approximately 1,500 living units, were closed and are being evaluated and repositioned;
• that beginning in 2025, we will have the right to terminate up to 10 % of the senior living communities that Five Star is continuing to manage, based on total revenues per year for failure to meet 80 % of a target EBITDA for the applicable period;
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• that the incentive fee that Five Star may earn in any calendar year for the senior living communities that Five Star is continuing to manage is no longer subject to a cap and that any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee;
• that RMR LLC will oversee any major renovation or repositioning activities at the senior living communities that Five Star is continuing to manage; and
• that the term of our management agreements with Five Star for our senior living communities that Five Star is continuing to manage was extended by two years to December 31, 2036.
Pursuant to these changes, we and Five Star entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that Five Star is continuing to manage. In addition, AlerisLife delivered to us a related amended and restated guaranty agreement pursuant to which AlerisLife is continuing to guarantee the payment and performance of each of its applicable subsidiary's obligations under the applicable management agreements.
Pursuant to the Master Management Agreement, Five Star receives a management fee equal to 5 % of the gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities. Commencing with the calendar year 2021, Five Star may receive an annual incentive fee equal to 15 % of the amount by which the annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year. The target EBITDA for those communities on a combined basis is increased annually based on the greater of the annual increase of the consumer price index, or CPI, or 2 %, plus 6 % of any capital investments funded at the managed communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2 %. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee.
The Master Management Agreement expires in 2036, subject to Five Star's right to extend for two consecutive five year terms if Five Star achieves certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, we have the right to terminate up to 10 % of the senior living communities that Five Star is continuing to manage, based on total revenues per year for failure to meet 80 % of a target EBITDA for the applicable period. Pursuant to a guaranty agreement dated as of January 1, 2020, and subsequently amended and restated on June 9, 2021, made by AlerisLife in favor of our applicable subsidiaries, AlerisLife has guaranteed the payment and performance of each of its applicable subsidiary's obligations under the Master Management Agreement.
On April 1, 2019, we concluded that the 2020 Restructuring Transaction constituted a reconsideration event requiring us to assess whether we held a controlling financial interest in AlerisLife. As a result of this assessment, we determined that AlerisLife was a VIE effective as of the date of the Transaction Agreement. We determined not to consolidate AlerisLife in our consolidated financial statements, as we do not have the power to direct the activities of AlerisLife that most significantly impact AlerisLife's economic performance and therefore are not the primary beneficiary of AlerisLife. Effective January 1, 2020, we determined that AlerisLife is not a VIE and we will account for our equity investment in AlerisLife using the equity method of accounting because we are deemed to exert significant influence, but not control, over AlerisLife's most significant activities. We have elected to use the fair value option to account for our investment in AlerisLife.
As of December 31, 2021, we had transitioned 107 of the 108 senior living communities, containing 7,340 living units, from Five Star to new third party managers. The remaining senior living community was closed and we are assessing opportunities to redevelop that property. We lease nearly all of our senior living communities, including those managed by Five Star and by the new third party managers, to our TRSs. We incurred and expect to continue to incur costs related to retention and other transition costs for the 107 transitioned communities. For the year ended December 31, 2021, we recorded $ 17,363 of these costs, of which $ 13,311 represent expenses reimbursed to Five Star, to acquisition and certain other transaction related costs in our consolidated statements of comprehensive income (loss).
The terms of the management agreements with the new third party managers are generally as follows: the new third party managers will receive a management fee equal to 5 % to 6 % of the gross revenues realized at the applicable senior living communities plus reimbursement for direct costs and expenses related to such communities. These agreements generally also provide for the new third party managers to earn a minimum base fee for a portion of the term of the agreement. Additionally, the new third party managers have the ability to earn incentive fees equal to 15 % to 25 % of the amount by which EBITDA of the applicable communities exceeds the target EBITDA for the applicable communities. The new third party managers can also earn a construction supervision fee ranging between 3 % and 5 % of construction costs.
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The initial terms of the management agreements with the new third party managers are generally five years, subject to automatic extensions of successive terms of two years each unless earlier terminated or timely notice of nonrenewal is delivered. The management agreements with the new third party managers also generally provide us with the right to terminate the management agreements for communities that do not earn 70 % to 80 % of the target EBITDA for such communities, after an agreed upon stabilized period.
Our Senior Living Communities Formerly Leased by Five Star. Prior to the Conversion Time, we leased senior living communities to Five Star pursuant to five master leases with Five Star, each of which was terminated as of January 1, 2020 pursuant to the Transaction Agreement.
Under our previously existing leases with Five Star, Five Star paid us annual rent plus percentage rent equal to 4.0 % of the increase in gross revenues at certain of our senior living communities over base year gross revenues as specified in the applicable leases. Pursuant to the Transaction Agreement, commencing February 1, 2019, no percentage rent was payable to us by Five Star and annual rent payable to us by Five Star was adjusted as noted above. We previously determined percentage rent due under these leases annually and recognized it when all contingencies were met, which was typically at year end. We recognized total rental income from Five Star of $ 137,898 (including percentage rent of $ 538 ) for the year ended December 31, 2019.
Our previously existing leases with Five Star were “triple net” leases, which generally required Five Star to pay rent and all property operating expenses, to indemnify us from liability which may arise by reason of our ownership of the properties, to maintain the properties at Five Star's expense, to remove and dispose of hazardous substances on the properties in compliance with applicable law and to maintain insurance on the properties for Five Star's and our benefit.
Under our previously existing leases with Five Star, Five Star could request that we purchase certain improvements to the leased communities and, until we entered into the Transaction Agreement, the annual rent payable to us by Five Star would increase in accordance with a formula specified in the applicable lease in return for such purchases. Pursuant to the Transaction Agreement, the $ 111,603 of improvements to communities leased to Five Star, including $ 49,155 of fixed assets and improvements that were purchased pursuant to the Transaction Agreement as discussed above, that we funded during the year ended December 31, 2019 did not result in increased rent payable by Five Star.
As of December 31, 2019, Five Star was our most significant tenant. The following is a summary of the assets leased to and revenues earned from Five Star as a tenant as of and for the year ended December 31, 2019 compared to all our other assets and revenues from all sources:
As of December 31, 2019
Gross Book Value of Real Estate Assets (1)
% of Total
Five Star (2)
$ 2,286,951 27.2 %
All others (3)
6,133,672 72.8 %
$ 8,420,623 100.0 %
(1) Represents the gross book value of real estate assets at cost plus certain acquisition costs, before depreciation and purchase price allocations, less impairment write downs, if any. Five Star also managed some of our managed senior living communities as of December 31, 2019. The gross book value of real estate assets of $ 1,920,070 as of December 31, 2019 for those managed senior living communities is included in the "All others" category.
(2) Includes gross book value of real estate assets of $ 50,951 classified as held for sale in our consolidated balance sheet as of December 31, 2019.
(3) Includes gross book value of real estate assets of $ 213,416 classified as held for sale in our consolidated balance sheet as of December 31, 2019.
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Year Ended
December 31, 2019
Total Revenues (1)
% of Total
Five Star $ 137,898 13.3 %
All others 902,257 86.7 %
$ 1,040,155 100.0 %
(1) Five Star also managed some of our managed senior living communities as of December 31, 2019. Our revenues of $ 433,597 for the year ended December 31, 2019, from those communities are included in the “All others” category.
Our Senior Living Communities Managed by Five Star . Five Star managed 120 , 235 and 78 senior living communities for our account as of December 31, 2021, 2020 and 2019, respectively. We lease our senior living communities that are managed by Five Star to our TRSs, and Five Star manages these communities pursuant to long term management agreements. As described above, pursuant to the Transaction Agreement, effective January 1, 2020, we replaced our long term management and pooling agreements with Five Star with new management agreements and a related omnibus agreement, which agreements were subsequently replaced in June 2021 with the Master Management Agreement, the terms of which are described above.
We incurred management fees payable to Five Star of $ 47,479 , $ 62,880 and $ 15,327 for the years ended December 31, 2021, 2020 and 2019, respectively. For the years ended December 31, 2021 and 2020, $ 43,864 and $ 60,413 , respectively, of the total management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 3,615 and $ 2,467 , respectively, were capitalized in our consolidated balance sheets and are being depreciated over the estimated useful lives of the related capital assets.
In addition to providing management services to us, Five Star also provides certain other services to residents at some of the senior living communities it manages for us, such as rehabilitation services. At senior living communities Five Star manages for us where Five Star provides rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay Five Star for those rehabilitation services. At senior living communities Five Star manages for us where Five Star provides both inpatient and outpatient rehabilitation services, we generally pay Five Star for those rehabilitation services and charges for these services are included in amounts charged to residents, third party payers or government programs. We incurred fees of $ 11,233 , $ 25,687 and $ 5,920 for the years ended December 31, 2021, 2020 and 2019, respectively, with respect to rehabilitation services Five Star provided at senior living communities that are payable by us. These amounts are included in property operating expenses in our consolidated statements of comprehensive income (loss).
As a result of routine monitoring protocols that are a part of Five Star's compliance program activities related to Medicare billing, Five Star discovered potentially inadequate documentation at one of our senior living communities that Five Star manages. This monitoring was not initiated in response to any specific complaint or allegation but rather was of the type that Five Star periodically undertakes to test its compliance with applicable Medicare billing rules. We and Five Star voluntarily disclosed this matter to the United States Department of Health and Human Services, Office of the Inspector General, or the OIG, pursuant to the OIG's Provider Self-Disclosure Protocol. In January 2021, we and Five Star settled this matter with the OIG and we agreed to pay approximately $ 5,763 in exchange for a customary release, but we and Five Star did not admit any liability. We paid that amount to the OIG in January 2021. Five Star refunded to us $ 115 of management fees it previously received relating to the Medicare payments we refunded to the OIG. With respect to this settlement amount, we accrued a revenue reserve of $ 3,842 at December 31, 2020 for historical Medicare payments we received and agreed to repay to the OIG and we recorded expenses of $ 1,921 for the year ended December 31, 2020 for OIG-imposed penalties.
Since January 1, 2020, we sold certain senior living communities that were then managed by Five Star. We and Five Star terminated our management agreements for these senior living communities in connection with these sales. See Note 3 for further information regarding these sales. During 2021, we transitioned 107 senior living communities from Five Star to new third party managers and we closed one senior living community that was previously managed by Five Star.
We lease to Five Star space at certain of our senior living communities, which it uses to provide certain outpatient rehabilitation and wellness services. We recorded $ 1,591 and $ 1,561 for the years ended December 31, 2021 and 2020, respectively, with respect to these leases.
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The following table presents residents fees and services revenue from our managed senior living communities disaggregated by the type of contract and payer:
Year Ended December 31,
Revenue from contracts with customers: 2021 2020 2019
Basic housing and support services $ 750,644 $ 856,687 $ 353,699
Medicare and Medicaid programs 98,273 173,878 31,324
Private pay and other third party payer SNF services 125,706 174,246 48,574
Total residents fees and services $ 974,623 $ 1,204,811 $ 433,597
Note 7. Business and Property Management Agreements with RMR LLC
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to the property level operations of our medical office and life science properties and major renovation or repositioning activities at our senior living communities that we may request RMR LLC to manage from time to time. We also have a subsidiary level management agreement with RMR LLC related to the life science property located in Boston, Massachusetts, which we entered in connection with the joint venture arrangement for that life science property. Under that agreement, our subsidiary pays RMR LLC certain management fees directly, which fees are credited against the business management fees payable by us to RMR LLC. On December 23, 2021, we sold a 35 % equity interest in that joint venture to another third party global institutional investor. As a result of that sale, our equity interest in the joint venture was reduced to 20 % and the joint venture then ceased to be a subsidiary of ours. Accordingly, we will no longer consolidate this joint venture and fees payable by the joint venture to RMR LLC will no longer be credited against the fees we pay to RMR LLC. See Note 3 for further information regarding this sale and Note 8 for further information regarding our relationship, agreements and transactions with RMR LLC.
Management Agreements with RMR LLC. Our management agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:
• Base Management Fee . The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:
◦ the sum of (a) 0.5 % of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ; and
◦ the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 .
The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.
• Incentive Management Fee . The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:
• An amount, subject to a cap, based on the value of our common shares outstanding, equal to 12.0 % of the product of:
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◦ our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and
◦ the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. Effective August 1, 2021, we and RMR LLC amended our business management agreement to replace the benchmark index used in the calculation of incentive management fees. Pursuant to the amendment, for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Health Care REIT Index replaced the discontinued SNL U.S. REIT Healthcare Index and will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC. For periods prior to August 1, 2021, the SNL U.S. REIT Healthcare Index continued to be used. Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S. REIT Healthcare Index in calculating the benchmark returns for periods through July 31, 2021. This change of index was due to S&P Global ceasing to publish the SNL U.S. REIT Healthcare Index.
For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.
◦ The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period.
◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive.
◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.
◦ If our total return per share exceeds 12.0 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis point per year multiplied by the number of years in the measurement period and below the applicable market index).
◦ The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.
◦ Incentive management fees we paid to RMR LLC for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.
Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $ 23,378 , $ 20,629 and $ 27,399 for the years ended December 31, 2021, 2020 and 2019, respectively. The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of
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comprehensive income (loss) for these periods. The net business management fees we recognized for the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $ 2,974 , for each of those years for the amortization of the liability we recorded in connection with, our former investment in RMR Inc., as further described in Note 8.
Pursuant to our business management agreement with RMR LLC, in January 2019, we paid RMR LLC an incentive management fee of $ 40,642 for the year ended December 31, 2018. We did not recognize an incentive management fee payable to RMR LLC for the years ended December 31, 2021, 2020 or 2019.
• Property Management and Construction Supervision Fees . The property management fees payable to RMR LLC by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR LLC by us for each applicable period are equal to 5.0 % of construction costs. In connection with our entry into the Master Management Agreement, on June 9, 2021, we and RMR LLC amended our property management agreement to, among other things, provide for RMR LLC's oversight of any major capital projects and repositionings at our senior living communities, including our senior living communities which Five Star is continuing to manage, and that RMR LLC will receive the same fee previously paid to Five Star for such services, which is equal to 3.0 % of the cost of any such major capital project or repositioning.
We recognized aggregate net property management and construction supervision fees of $ 12,504 , $ 13,802 and $ 13,141 for the years ended December 31, 2021, 2020 and 2019, respectively. The net property management and construction supervision fees we recognized for the years ended December 31, 2021, 2020 and 2019 reflect a reduction of $ 797 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 8. For the years ended December 31, 2021, 2020 and 2019, $ 9,684 , $ 10,084 and $ 10,705 , respectively, of property management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 2,820 , $ 3,718 and $ 2,436 , respectively, were capitalized as building improvements in our consolidated balance sheets and are being depreciated over the estimated useful lives of the related capital assets.
Expense Reimbursement . We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC's employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC's employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC's centralized accounting personnel, our share of RMR LLC's costs for providing our internal audit function, or as otherwise agreed. Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $ 13,161 , $ 13,805 and $ 13,373 for these costs and expenses for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in property operating expenses or general and administrative expenses, as applicable, in our consolidated statements of comprehensive income (loss) for these periods.
Term . Our management agreements with RMR LLC have terms that end on December 31, 2041, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.
Termination Rights . We have the right to terminate one or both of our management agreements with RMR LLC: (i) at any time on 60 days' written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the management agreements for good reason, as defined therein.
Termination Fee. If we terminate one or both of our management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of our management agreements for good reason, we have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR LLC for a performance reason, we have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR LLC for cause or as a result of a change of control of RMR LLC.
Transition Services. RMR LLC has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR LLC, including cooperating with us and using commercially
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reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.
Vendors . Pursuant to our management agreements with RMR LLC, RMR LLC may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR LLC and other companies to which RMR LLC or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.
Investment Opportunities . Under our business management agreement with RMR LLC, we acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC.
Note 8. Related Person Transactions
We have relationships and historical and continuing transactions with AlerisLife (including Five Star), RMR LLC, RMR Inc. and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR Inc. is the managing member of RMR LLC. The Chair of our Board and one of our Managing Trustees, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc., is a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR LLC and the chair of the board and a managing director of AlerisLife. Jennifer F. Francis, our other Managing Trustee and our President and Chief Executive Officer, and our Chief Financial Officer and Treasurer are also employees and officers of RMR LLC. Jennifer B. Clark, our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR LLC, an officer of ABP Trust and a managing director and secretary of AlerisLife. Certain of AlerisLife's officers are officers and employees of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as the chair of the board and as a managing director or managing trustee of these companies. Other officers of RMR LLC, including Ms. Clark and certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies. In addition, officers of RMR LLC and RMR Inc. serve as our officers and officers of other companies to which RMR LLC or its subsidiaries provide management services.
AlerisLife. We are currently AlerisLife's largest stockholder. As of December 31, 2021, we owned 10,691,658 of AlerisLife's common shares, or approximately 32.7 % of AlerisLife's outstanding common shares. As of December 31, 2019, Five Star was our largest tenant and the manager of our managed senior living communities. Five Star manages certain of the senior living communities we own pursuant to the Master Management Agreement. RMR LLC provides management services to both us and Five Star. Five Star participates in our property insurance program for the senior living communities Five Star owns and leases. The premiums Five Star pays for this coverage are allocated pursuant to a formula based on the profiles of the properties included in the program. See Note 6 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star), and Note 10 for further information regarding our investment in AlerisLife.
As of December 31, 2021, ABP Acquisition LLC, a subsidiary of ABP Trust, the controlling shareholder of RMR Inc., together with ABP Trust, owned approximately 6.2 % of AlerisLife's outstanding common shares.
In order to effect our distribution of AlerisLife common shares to our shareholders in 2001 and to govern our relations with AlerisLife (including Five Star), thereafter, AlerisLife (including Five Star) entered agreements with us and others, including RMR LLC. Since then, we have entered various leases, management agreements and other agreements with AlerisLife (including Five Star) that include provisions that confirm and modify these undertakings. Among other things, these agreements provide that:
• so long as we remain a REIT, AlerisLife may not waive the share ownership restrictions in its charter that prohibit any person or group from acquiring more than 9.8 % (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of AlerisLife stock without our consent;
• so long as Five Star is our tenant or manager, AlerisLife will not permit nor take any action that, in our reasonable judgment, might jeopardize our qualification for taxation as a REIT;
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• we have the right to terminate our management agreements with Five Star upon the acquisition by a person or group of more than 9.8 % of AlerisLife's voting stock or other change in control events, as defined therein affecting AlerisLife, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to AlerisLife's board of directors of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of AlerisLife's directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual; and
• so long as Five Star is our tenant or manager or has a business management agreement with RMR LLC, AlerisLife will not acquire or finance any real estate of a type then owned or financed by us or any other company managed by RMR LLC without first giving us or such company managed by RMR LLC, as applicable, the opportunity to acquire or finance that real estate.
See Note 6 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star).
Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to the property level operations of our medical office and life science properties and major renovation or repositioning activities at our senior living communities that we may request RMR LLC to manage from time to time. See Note 7 for further information regarding our management agreements with RMR LLC.
Leases with RMR LLC . We lease office space to RMR LLC in certain of our properties for RMR LLC's property management offices. We recognized rental income from RMR LLC for leased office space of $ 190 , $ 163 and $ 256 for the years ended December 31, 2021, 2020 and 2019, respectively. Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated.
Share Awards to RMR LLC Employees. As described in Note 5, we award shares to our officers and other employees of RMR LLC annually. Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder's retirement as an officer of us or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR LLC. See Note 5 for information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligation on vesting share awards.
RMR Inc. On July 1, 2019, we sold all of the 2,637,408 shares of class A common stock of RMR Inc. that we owned in an underwritten public offering at a price to the public of $ 40.00 per share pursuant to the underwriting agreement among us, RMR Inc., certain other REITs managed by RMR LLC that also sold their class A common stock of RMR Inc. in the offering, and the underwriters named therein. We received net proceeds of $ 98,557 from this sale, after deducting the underwriting discounts and commissions and other offering expenses.
AIC . Until its dissolution on February 13, 2020, we, ABP Trust, AlerisLife and four other companies to which RMR LLC provides management services owned AIC in equal portions. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC until June 30, 2019. We also had a one year standalone insurance policy that provided coverage for one of our life science properties located in Boston, Massachusetts that is owned in a joint venture, which we obtained as a part of this insurance program. We (including our then consolidated joint venture) paid aggregate annual premiums, including taxes and fees, of $ 4,413 in connection with this insurance program for the policy year ended June 30, 2019.
In connection with AIC's dissolution, we and each other AIC shareholder received an initial liquidating distribution of $ 9,000 from AIC in December 2019, an additional liquidating distribution of approximately $ 287 in June 2020 and a final liquidating distribution of $ 11 in December 2021. As of December 31, 2020 and 2019, our investment in AIC had a carrying value of $ 11 and $ 298 , respectively. These amounts are included in other assets in our consolidated balance sheets. We recognized income of $ 400 related to our investment in AIC for the year ended December 31, 2019. These amounts are presented as equity in earnings of an investee in our consolidated statements of comprehensive income (loss). Our other comprehensive income includes our proportionate part of unrealized gains on securities which were owned and held for sale by AIC of $ 91 related to our investment in AIC for the year ended December 31, 2019.
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Note 9. Indebtedness
At December 31, 2021 and 2020, our outstanding indebtedness consisted of the following:
Principal Balance as of December 31,
Floating Rate Debt (1)
Maturity 2021 2020
Revolving credit facility (2)
January 2023 $ 800,000 $ —
Term loan September 2022 — 200,000
Total floating rate debt $ 800,000 $ 200,000
(1) As of December 31, 2021 and 2020, the unamortized net debt issuance costs on certain of these debts were $ 0 and $ 951 , respectively.
(2) Outstanding borrowings under our revolving credit facility. In February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024.
December 31, 2021 December 31, 2020
Senior Unsecured Notes (1)
Coupon Maturity Face
Amount Unamortized
Discount Face
Amount Unamortized
Discount
Senior unsecured notes 6.750 % December 2021 $ — $ — $ 300,000 $ 490
Senior unsecured notes 4.750 % May 2024 250,000 184 250,000 263
Senior unsecured notes 9.750 % June 2025 1,000,000 — 1,000,000 —
Senior unsecured notes 4.750 % February 2028 500,000 5,169 500,000 6,013
Senior unsecured notes 4.375 % March 2031 500,000 — — —
Senior unsecured notes 5.625 % August 2042 350,000 — 350,000 —
Senior unsecured notes 6.250 % February 2046 250,000 — 250,000 —
Total senior unsecured notes $ 2,850,000 $ 5,353 $ 2,650,000 $ 6,766
(1) As of December 31, 2021 and 2020, the unamortized net debt issuance costs on certain of these notes were $ 37,836 and $ 35,045 , respectively.
Principal Balance as of
December 31, Number of
Properties as
Collateral Net Book Value of Collateral
as of December 31,
Secured and Other Debt 2021 (1)
2020 (1)
Interest
Rate Maturity At December 31, 2021 2021 2020
Mortgage note $ 11,120 $ 11,838 6.28 % July 2022 1 $ 23,525 $ 23,500
Mortgage note 10,479 10,724 4.85 % October 2022 1 19,211 19,675
Mortgage note 15,456 15,805 5.75 % October 2022 2 19,099 19,180
Mortgage note 15,204 15,646 6.64 % June 2023 1 24,593 23,023
Mortgage notes (2)
— 620,000 3.53 % August 2026 — — 705,096
Mortgage note 10,240 10,470 4.44 % July 2043 1 13,387 13,582
Finance Leases 6,636 7,811 7.70 % April 2026 2 18,527 18,097
Total secured $ 69,135 $ 692,294 8 $ 118,342 $ 822,153
(1) 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. As of December 31, 2021 and 2020, the unamortized net premiums and debt issuance costs on certain of these mortgages were $( 578 ) and $ 721 , respectively.
(2) The property encumbered by these mortgages is located in Boston, Massachusetts and was contributed in the first quarter of 2017 to a joint venture, which we deconsolidated in December 2021 and in which we currently own a 20 % equity interest. As of December 31, 2020, this property was consolidated into our financial statements. See Note 3 for further information regarding this joint venture.
As of December 31, 2021, we had a $ 800,000 revolving credit facility that was available for general business purposes. As of December 31, 2021, the maturity date of our revolving credit facility was January 2023. In February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024. Our revolving
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credit facility generally provides that we can borrow, repay and re-borrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. As of December 31, 2021, our revolving credit facility required interest to be paid on borrowings at the annual rate of 2.9 %, plus a facility fee of 30 basis points per annum on the total amount of lending commitments under the facility.
The weighted average annual interest rates for borrowings under our revolving credit facility were 2.9 %, 2.2 % and 3.4 % for the years ended December 31, 2021, 2020 and 2019, respectively. The interest rate premium and facility fee are each subject to adjustment based upon changes to our credit ratings. On March 31, 2021, we borrowed $ 800,000 under our revolving credit facility as a precautionary measure to increase our cash position and preserve financial flexibility in light of continued uncertainties related to the COVID-19 pandemic. As of December 31, 2021 and February 21, 2022, we were fully drawn under our revolving credit facility.
In January 2021, we and our lenders amended our credit agreement and the agreement governing our previously existing $ 200,000 term loan in order to provide us with certain flexibility in light of continued uncertainties related to the COVID-19 pandemic. Pursuant to the amendments:
• certain of the financial covenants under our credit agreement and the agreement governing our previously existing $ 200,000 term loan, including covenants that require us to maintain certain financial ratios, have been waived through June 2022, or the Amendment Period;
• the revolving credit facility commitments have been reduced from $ 1,000,000 to $ 800,000 , and as a result of the reduction in commitments, we recorded a loss on early extinguishment of debt of $ 563 for the year ended December 31, 2021;
• we pledged certain equity interests of subsidiaries owning properties to secure our obligations under our credit agreement and the agreement governing our previously existing $ 200,000 term loan and agreed to provide, and as of December 2021 had provided, first mortgage liens on 61 medical office and life science properties with an aggregate gross book value of real estate assets of $ 992,493 as of December 31, 2021 to secure our obligations, which pledges and/or mortgage liens may be removed or new ones may be added during the Amendment Period based on outstanding debt amounts, among other things;
• we had the ability to fund $ 250,000 of capital expenditures per year, which increased to $ 350,000 per year following the repayment of our $ 200,000 term loan in February 2021, and are restricted in our ability to acquire real property as defined in our credit agreement;
• the interest rate premium over LIBOR under our revolving credit facility and our previously existing $ 200,000 term loan increased by 30 basis points;
• certain covenants and restrictions on distributions to common shareholders, share repurchases, capital expenditures, acquiring additional properties and incurring additional indebtedness (in each case subject to various exceptions), and the minimum liquidity requirement of $ 200,000 will remain in place during the Amendment Period; and
• we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions, and debt financings to the repayment of any amounts outstanding under our revolving credit facility.
In September 2021, we and our lenders further amended our credit agreement. Among other things, the amendment sets forth the mechanics for establishing a replacement benchmark rate under our credit agreement at such time as LIBOR is no longer available to calculate interest payable on amounts outstanding thereunder.
In February 2022, we and our lenders further amended our credit agreement. Pursuant to the amendment:
• the waiver of the fixed charge coverage ratio covenant included in our credit agreement has been extended through December 31, 2022;
• the revolving credit facility commitments have been reduced from $ 800,000 to $ 700,000 following our repayment of $ 100,000 ;
• we have the ability to fund $ 400,000 of capital expenditures per year and we are restricted in our ability to acquire real property as defined in our credit agreement;
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• the interest rate premium under our revolving credit facility increased by 15 basis points; and
• certain covenants and restrictions on distributions to common shareholders, share repurchases, capital expenditures, acquiring additional properties and incurring additional indebtedness (in each case subject to various exceptions), and the minimum liquidity requirement of $ 200,000 will remain in place during the Amendment Period.
Also in February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024. Pursuant to our credit agreement, the borrowing capacity under our revolving credit facility will be reduced to $ 586,373 as of January 2023 and as such, further repayment of our revolving credit facility may be required.
In May 2019, we redeemed at par all of our outstanding 3.25 % senior notes due 2019 for a redemption price equal to the principal amount of $ 400,000 , plus accrued and unpaid interest of $ 6,500 . We funded this redemption with cash on hand and borrowings under our revolving credit facility.
Also in May 2019, we prepaid, at par plus accrued interest, a mortgage note secured by four of our senior living communities with an outstanding principal balance of approximately $ 42,211 , a maturity date in July 2019 and an annual interest rate of 3.79 %. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 17 for the year ended December 31, 2019. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
In December 2019, we obtained a $ 250,000 term loan with a maturity date in June 2020, which we have prepaid in full as discussed further below. The weighted average annual interest rate for amounts outstanding under this term loan was 2.9 % for the year ended December 31, 2019. We used the net proceeds from our $ 250,000 term loan, together with proceeds from our dispositions, borrowings under our revolving credit facility and cash on hand, to prepay in full our $ 350,000 term loan that was scheduled to mature on January 15, 2020. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 27 for the year ended December 31, 2019.
In February 2020, we prepaid a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $ 1,554 , a maturity date in March 2026 and an annual interest rate of 6.25 %. As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 246 for the year ended December 31, 2020. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
In April 2020, we redeemed all of our outstanding 6.75 % senior notes due 2020 for a redemption price equal to the principal amount of $ 200,000 plus accrued and unpaid interest of $ 6,750 . We funded this redemption with cash on hand and borrowings under our revolving credit facility.
In May 2020, we prepaid a mortgage note secured by one of our medical office properties with an outstanding principal balance of approximately $ 1,213 , a maturity date in January 2022 and an annual interest rate of 7.49 %. As a result of the prepayment of this mortgage note, we recorded a loss on early extinguishment of debt of $ 155 for the year ended December 31, 2020. We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
In June 2020, we issued $ 1,000,000 aggregate principal amount of our 9.75 % senior notes due 2025 in an underwritten public offering raising net proceeds of $ 982,300 , after deducting estimated offering expenses and underwriters' discounts. These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement. Prior to June 15, 2022, we may, at our option, redeem all or a portion of these notes at a redemption price equal to the outstanding principal amount of these notes, plus accrued and unpaid interest, plus the make-whole amount set forth in the indenture which governs these notes, as supplemented, or our 2025 Notes Indenture. Prior to June 15, 2022, we may also, at our option, redeem up to 40 % of the aggregate principal amount of these notes with the net proceeds of certain equity offerings at the redemption price set forth in the 2025 Notes Indenture, so long as at least 50 % of the original aggregate principal amount of these notes remains outstanding after each such redemption. In addition, we have the option to redeem all or a portion of these notes at any time on or after June 15, 2022 at the redemption prices set forth in the 2025 Notes Indenture. We used the net proceeds from this offering to prepay in full our $ 250,000 term loan which was scheduled to mature in June 2020 and to reduce amounts outstanding under our revolving credit facility. The weighted average interest rate under our $ 250,000 term loan was 2.4 % for the period from January 1, 2020 to June 2, 2020. As a result of the repayment of our $ 250,000 term loan, we recorded a loss on early extinguishment of debt of $ 26 for the year ended December 31, 2020.
In February 2021, we issued $ 500,000 aggregate principal amount of our 4.375 % senior notes due 2031 in an underwritten public offering raising net proceeds of $ 491,357 , after deducting estimated offering expenses and underwriters' discounts. These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement and require semi-annual interest payments through maturity. We used the net proceeds
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from this offering to prepay in full in February 2021 our $ 200,000 term loan which was scheduled to mature in September 2022. The weighted average interest rate under our $ 200,000 term loan was 2.9 % for the period from January 1, 2021 to February 7, 2021 and 2.7 % and 3.7 % for the years ended December 31, 2020 and 2019, respectively. As a result of the prepayment of our $ 200,000 term loan, we recorded a loss on early extinguishment of debt of $ 1,477 for the year ended December 31, 2021. In June 2021, we used the remaining net proceeds from this offering and cash on hand to redeem all of our outstanding 6.75 % senior notes due 2021 for a redemption price equal to the principal amount of $ 300,000 plus accrued and unpaid interest of $ 10,125 , when these notes became redeemable with no prepayment premium. In connection with this redemption, we recorded a loss on early extinguishment of debt of $ 370 for the year ended December 31, 2021.
Interest on our senior unsecured notes are payable either semi-annually or quarterly in arrears; however, no principal repayments are due until maturity. Required monthly payments on our mortgages include principal and interest. Payments under our finance leases are due monthly. We include amortization of finance lease assets in depreciation and amortization expense.
Our credit agreement and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, as defined, which includes RMR LLC ceasing to act as our business and property manager. Our credit agreement and our senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, and generally require us to maintain certain financial ratios, and our credit agreement restricts our ability to make distributions under certain circumstances. As of December 31, 2021, our ratio of consolidated income available for debt service to debt service was below the 1.5 x incurrence requirement under our revolving credit facility and our public debt covenants as the effects of the COVID-19 pandemic continued to adversely impact our operations. We are currently unable to incur additional debt because this ratio is below 1.5 x on a pro forma basis. We believe we were in compliance with the remaining terms and conditions of the respective covenants under our credit agreement and our senior unsecured notes indentures and their supplements at December 31, 2021. Although we have taken steps to enhance our ability to maintain sufficient liquidity, a protracted negative impact on the economy or the industries in which our properties and businesses operate resulting from the COVID-19 pandemic may cause increased pressure on our ability to satisfy financial and other covenants. Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions. If our operating results and financial condition are significantly negatively impacted by economic conditions or otherwise, we may fail to satisfy covenants and conditions under our credit agreement or fail to satisfy our public debt covenants.
Required principal payments on our outstanding debt as of December 31, 2021, are as follows:
Year Principal Payment
2022 $ 39,067
2023 816,413
2024 251,834
2025 1,002,001
2026 904
Thereafter 1,608,916 (1)
(1) The carrying value of our total debt outstanding as of December 31, 2021, including unamortized debt issuance costs, premiums and discounts was $ 3,676,524 .
Note 10. Fair Value of Assets and Liabilities
The following table presents certain of our assets that are measured at fair value at December 31, 2021 and 2020, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
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As of December 31, 2021
As of December 31, 2020
Description Carrying Amount Fair Value Carrying Amount Fair Value
Recurring Fair Value Measurement Assets:
Investment in AlerisLife (Level 1) (1)
$ 31,540 $ 31,540 $ 73,772 $ 73,772
Investment in unconsolidated joint venture (Level 3) (2)
$ 215,127 $ 215,127 $ — $ —
(1) Our 10,691,658 shares of common stock of AlerisLife are included in investments in equity securities in our consolidated balance sheets, and are reported at fair value, which is based upon quoted market prices on Nasdaq (Level 1 inputs). During the years ended December 31, 2021 and 2020, we recorded an unrealized loss of $ 42,232 and an unrealized gain of $ 34,106 , respectively, which are included in gains and losses on equity securities, net in our consolidated statements of comprehensive income (loss), to adjust the carrying value of our investment in AlerisLife common shares to their fair value. See Notes 2 and 8 for further information about our investment in AlerisLife.
(2) We own a 20 % equity interest in a joint venture that owns a life science property located in Boston, Massachusetts and is included in investment in unconsolidated joint venture in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value are a discount rate of 5.58 %, an exit capitalization rate of 5.25 % and a holding period of approximately 10 years and market rents. The assumptions are based on the location, type and nature of the property, and current and anticipated market conditions, which are derived from appraisers, industry publications and our experience. See Note 3 for further information regarding this joint venture.
In addition to the assets described in the table above, our financial instruments at December 31, 2021 and December 31, 2020 included cash and cash equivalents, restricted cash, other assets, our revolving credit facility, our previously existing $ 200,000 term loan, senior unsecured notes, secured debt and finance leases and other unsecured obligations and liabilities. The fair values of these financial instruments approximated their carrying values in our consolidated financial statements as of such dates, except as follows:
As of December 31, 2021 As of December 31, 2020
Description Carrying Amount (1)
Estimated Fair Value Carrying Amount (1)
Estimated Fair Value
Senior unsecured notes, 6.750 % coupon rate, due 2021
$ — $ — $ 299,273 $ 303,891
Senior unsecured notes, 4.750 % coupon rate, due 2024
249,348 257,695 249,068 256,258
Senior unsecured notes, 9.750 % coupon rate, due 2025
987,903 1,081,990 984,359 1,135,800
Senior unsecured notes, 4.750 % coupon rate, due 2028
492,199 491,480 490,925 502,648
Senior unsecured notes, 4.375 % coupon rate, due 2031
492,127 480,763 — —
Senior unsecured notes, 5.625 % coupon rate, due 2042
342,183 309,260 341,802 330,120
Senior unsecured notes, 6.250 % coupon rate, due 2046
243,051 226,500 242,762 245,000
Secured debts (2)
69,713 71,963 691,573 716,185
$ 2,876,524 $ 2,919,651 $ 3,299,762 $ 3,489,902
(1) Includes unamortized net debt issuance costs, premiums and discounts.
(2) We assumed certain of these secured debts in connection with our acquisition of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition.
We estimated the fair value of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on Nasdaq (Level 1 input) as of December 31, 2021. We estimated the fair values of our four issuances of senior unsecured notes due 2024, 2025, 2028 and 2031 using an average of the bid and ask price on Nasdaq on or about December 31, 2021 (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair values of our secured debts by using discounted cash flows analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP). Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.
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Note 11. Noncontrolling Interest
In March 2017, we entered into a joint venture arrangement with an institutional investor for one of our life science properties located in Boston, Massachusetts. The investor owned a 45 % equity interest in the joint venture, and we owned the remaining 55 % equity interest in the joint venture. We determined that, while we owned a 55 % equity interest in this joint venture, this joint venture was a VIE and that we controlled the activities that most significantly impacted the economic performance of this entity; we therefore consolidated this property in our financial statements until we sold an additional 35 % equity interest in the joint venture in December 2021 to another third party global institutional investor. After giving effect to the sale, we continue to own a 20 % equity interest in this joint venture, but have determined that we are no longer the primary beneficiary. Effective as of the date of the sale, we deconsolidated this joint venture and we now account for this joint venture using the equity method of accounting under the fair value option. The portion of the joint venture's net income and comprehensive income not attributable to us, or $ 5,411 , $ 5,146 and $ 5,356 for the years ended December 31, 2021, 2020 and 2019, respectively, is reported as a noncontrolling interest in our consolidated statements of comprehensive income (loss). The joint venture made aggregate cash distributions to the other joint venture investor of $ 22,348 , $ 22,292 and $ 21,583 for the years ended December 31, 2021, 2020 and 2019, respectively, which are reflected as a decrease in total equity attributable to noncontrolling interest in our consolidated balance sheets.
Note 12. Segment Reporting
In connection with the 2020 Restructuring Transaction, we determined to redefine our reportable segments to better reflect our current operating environment. As of December 31, 2021, we operate in, and report financial information for, the following two segments: Office Portfolio and SHOP. We aggregate each of these two reporting segments based on their similar operating and economic characteristics. Our Office Portfolio segment 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. Our SHOP segment consists of managed senior living communities that provide short term and long term residential living and in some instances care and other services for residents where we pay fees to managers to operate the communities. In addition, prior to January 1, 2020, our SHOP segment included triple net leased senior living communities that provided short term and long term residential living and in some instances care and other services for residents and from which we received rents from Five Star. Pursuant to the 2020 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 agreements and a related omnibus agreement, which agreements were later replaced in June 2021. Prior periods have been recast to reflect these reportable segments for all periods presented.
We also report “non-segment” operations, which consists of triple net leased senior living communities, that are leased to third party operators from which we receive rents, and wellness centers, which we do not consider to be sufficiently material to constitute a separate reporting segment, and any other income or expenses that are not attributable to a specific reporting segment.
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For the Year Ended December 31, 2021
Office Portfolio SHOP
Non-Segment Consolidated
Revenues:
Rental income $ 367,597 $ — $ 40,992 $ 408,589
Residents fees and services — 974,623 — 974,623
Total revenues 367,597 974,623 40,992 1,383,212
Expenses:
Property operating expenses 127,313 964,499 — 1,091,812
Depreciation and amortization 127,632 132,044 11,455 271,131
General and administrative — — 34,087 34,087
Acquisition and certain other transaction related costs — — 17,506 17,506
Impairment of assets — ( 174 ) — ( 174 )
Total expenses 254,945 1,096,369 63,048 1,414,362
Gain on sale of properties 492,072 200 — 492,272
Losses on equity securities, net — — ( 42,232 ) ( 42,232 )
Interest and other income — 19,554 1,081 20,635
Interest expense ( 23,477 ) ( 2,089 ) ( 230,193 ) ( 255,759 )
Loss on early extinguishment of debt — — ( 2,410 ) ( 2,410 )
Income (loss) from continuing operations before income tax expense 581,247 ( 104,081 ) ( 295,810 ) 181,356
Income tax expense — — ( 1,430 ) ( 1,430 )
Net income (loss) 581,247 ( 104,081 ) ( 297,240 ) 179,926
Net income attributable to noncontrolling interest ( 5,411 ) — — ( 5,411 )
Net income (loss) attributable to common shareholders $ 575,836 $ ( 104,081 ) $ ( 297,240 ) $ 174,515
As of December 31, 2021
Office Portfolio SHOP Non-Segment Consolidated
Total assets $ 2,282,652 $ 2,995,819 $ 1,345,043 $ 6,623,514
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For the Year Ended December 31, 2020
Office Portfolio SHOP Non-Segment Consolidated
Revenues:
Rental income $ 383,365 $ — $ 43,850 $ 427,215
Residents fees and services — 1,204,811 — 1,204,811
Total revenues 383,365 1,204,811 43,850 1,632,026
Expenses:
Property operating expenses 129,756 1,106,601 — 1,236,357
Depreciation and amortization 129,321 129,124 11,702 270,147
General and administrative — — 30,593 30,593
Acquisition and certain other transaction related costs — — 814 814
Impairment of assets 8,558 98,414 — 106,972
Total expenses 267,635 1,334,139 43,109 1,644,883
Gain (loss) on sale of properties 2,597 ( 627 ) 4,517 6,487
Gains on equity securities, net — — 34,106 34,106
Interest and other income — 17,485 736 18,221
Interest expense ( 24,188 ) ( 2,223 ) ( 175,072 ) ( 201,483 )
Gain on lease termination — — 22,896 22,896
Loss on early extinguishment of debt ( 401 ) — ( 26 ) ( 427 )
Income (loss) from continuing operations before income tax expense 93,738 ( 114,693 ) ( 112,102 ) ( 133,057 )
Income tax expense — — ( 1,250 ) ( 1,250 )
Net income (loss) 93,738 ( 114,693 ) ( 113,352 ) ( 134,307 )
Net income attributable to noncontrolling interest ( 5,146 ) — — ( 5,146 )
Net income (loss) attributable to common shareholders $ 88,592 $ ( 114,693 ) $ ( 113,352 ) $ ( 139,453 )
As of December 31, 2020
Office Portfolio SHOP Non-Segment Consolidated
Total assets $ 3,092,289 $ 2,912,570 $ 471,565 $ 6,476,424
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For the Year Ended December 31, 2019
Office Portfolio SHOP Non-Segment Consolidated
Revenues:
Rental income $ 405,016 $ 137,898 $ 63,644 $ 606,558
Residents fees and services — 433,597 — 433,597
Total revenues 405,016 571,495 63,644 1,040,155
Expenses:
Property operating expenses 132,348 356,722 — 489,070
Depreciation and amortization 137,611 132,637 18,777 289,025
General and administrative — — 37,028 37,028
Acquisition and certain other transaction related costs — — 13,102 13,102
Impairment of assets 43,035 65,822 6,344 115,201
Total expenses 312,994 555,181 75,251 943,426
Gain on sale of properties 6,617 15,207 17,872 39,696
Dividend income — — 1,846 1,846
Losses on equity securities, net — — ( 41,898 ) ( 41,898 )
Interest and other income — — 941 941
Interest expense ( 24,399 ) ( 3,058 ) ( 152,655 ) ( 180,112 )
Loss on early extinguishment of debt — ( 17 ) ( 27 ) ( 44 )
Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 74,240 28,446 ( 185,528 ) ( 82,842 )
Income tax expense — — ( 436 ) ( 436 )
Equity in earnings of an investee — — 400 400
Net income (loss) 74,240 28,446 ( 185,564 ) ( 82,878 )
Net income attributable to noncontrolling interest ( 5,356 ) — — ( 5,356 )
Net income (loss) attributable to common shareholders $ 68,884 $ 28,446 $ ( 185,564 ) $ ( 88,234 )
As of December 31, 2019
Office Portfolio SHOP Non-Segment Consolidated
Total assets $ 3,165,577 $ 3,044,989 $ 443,260 $ 6,653,826
Note 13. Income Taxes
Our provision for income taxes consists of the following:
For the Year Ended December 31,
2021 2020 2019
Current:
Federal $ 200 $ — $ —
State 1,230 1,250 436
1,430 1,250 436
Deferred:
Federal — — —
State — — —
— — —
Income tax provision $ 1,430 $ 1,250 $ 436
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A reconciliation of our effective tax rate and the U.S. federal statutory income tax rate is as follows:
For the Year Ended December 31,
2021 2020 2019
Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 %
Nontaxable income ( 21.0 ) % ( 21.0 ) % ( 21.0 ) %
Federal excise tax 0.1 % — % — %
State and local income taxes, net of federal tax benefit 0.8 % ( 1.3 ) % 0.5 %
Effective tax rate 0.9 % ( 1.3 ) % 0.5 %
Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities in our consolidated balance sheets and the amounts used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Significant components of our deferred tax assets and liabilities are as follows:
For the Year Ended December 31,
2021 2020
Deferred tax assets:
Deferred income $ 2,132 $ 3,252
Fair market value adjustment 1,577 10,856
Other 784 758
Tax loss carryforwards 25,829 28,358
30,322 43,224
Valuation allowance ( 30,322 ) ( 43,224 )
— —
Net deferred income taxes $ — $ —
Because of our TRSs' history of losses, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets; thus we have provided a 100 % valuation allowance as of December 31, 2021 and 2020. If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive income (loss). As of December 31, 2021, our consolidated TRSs had net operating loss carry forwards for federal income tax purposes of approximately $ 103,682 , which do not expire. As of December 31, 2021, we, excluding our subsidiaries, had net operating loss carry forwards for federal income tax purposes of approximately $ 141,160 , which do not expire. In the normal course of business, income tax authorities in various income tax jurisdictions conduct routine audits of our income tax returns filed in prior years. Income tax years subsequent to 2016 may be open to examination in some of the income tax jurisdictions in which we operate.
Note 14. Weighted Average Common Shares
The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands):
Year Ended December 31,
2021 2020 2019
Weighted average common shares for basic earnings per share 237,967 237,739 237,604
Effect of dilutive securities: restricted share awards — — —
Weighted average common shares for diluted earnings per share (1)
237,967 237,739 237,604
(1) For the years ended December 31, 2021, 2020 and 2019, 60 , 223 and 36 , respectively, of our unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
2184 Parkway Lake Drive Birmingham AL $ — $ 580 $ 5,980 $ 2,576 $ — $ — $ 580 $ 8,556 $ 9,136 $ 2,597 8/1/2008 2001
2634 Valleydale Road Birmingham AL — 600 7,574 2,333 — ( 83 ) 1,559 8,865 10,424 2,905 8/1/2008 2000
2021 Dahlke Drive NE Cullman AL — 287 3,415 853 — ( 301 ) 287 3,967 4,254 1,516 11/19/2004 1998
101 Tulip Lane Dothan AL — 3,543 14,619 608 — — 3,543 15,227 18,770 2,111 12/27/2017 2000
49 Hughes Road Madison AL — 334 3,981 1,225 — ( 243 ) 334 4,963 5,297 1,900 11/19/2004 1998
200 Terrace Lane Priceville AL — 1,300 9,447 843 — ( 110 ) 1,365 10,115 11,480 2,791 2/1/2012 2006
413 Cox Boulevard Sheffield AL — 394 4,684 942 — ( 294 ) 394 5,332 5,726 2,109 11/19/2004 1998
2435 Columbiana Road Vestavia Hills AL — 843 23,472 2,722 — — 902 26,135 27,037 5,477 7/12/2016 1991
4461 N Crossover Road Fayetteville AR — 733 10,432 293 — — 733 10,725 11,458 2,037 5/1/2015 2011
4210 S Caraway Road Jonesboro AR — 653 9,515 370 — — 653 9,885 10,538 1,871 5/1/2015 2008
672 Jones Road Springdale AR — 572 9,364 1,193 — — 572 10,557 11,129 1,948 5/1/2015 2007
13840 North Desert Harbor Drive Peoria AZ — 2,687 15,843 8,569 — ( 2,252 ) 2,693 22,154 24,847 9,634 1/11/2002 1990
11209 N. Tatum Boulevard Phoenix AZ — 1,380 6,349 4,757 — ( 303 ) 1,573 10,610 12,183 2,945 9/30/2011 1987
2444 West Las Palmaritas Drive Phoenix AZ — 3,820 6,669 2,979 — — 3,831 9,637 13,468 2,018 12/22/2010 1982
4121 East Cotton Center Phoenix AZ — 5,166 12,724 541 — — 5,205 13,226 18,431 2,292 1/29/2015 2000
3850 North US Hwy 89 (5)
Prescott AZ 15,204 2,017 17,513 7,786 — — 2,017 25,299 27,316 2,723 2/1/2018 1986
6001 East Thomas Road Scottsdale AZ — 941 8,807 5,373 — ( 367 ) 946 13,808 14,754 7,738 9/1/2012 1990
7090 East Mescal Street Scottsdale AZ — 2,315 13,650 12,755 — ( 2,094 ) 2,349 24,277 26,626 9,498 1/11/2002 1984
17225 North Boswell Boulevard Sun City AZ — 1,189 10,569 3,218 — ( 517 ) 1,189 13,270 14,459 7,971 9/1/2012 1990
14001 W. Meeker Boulevard Sun City West AZ — 395 3,307 — — ( 192 ) 395 3,115 3,510 1,469 2/28/2003 1998
1415 West 3rd Street Tempe AZ — 2,186 13,446 3,721 — — 4,896 14,457 19,353 2,405 1/29/2015 1981
2500 North Rosemont Boulevard Tucson AZ — 4,429 26,119 8,041 — ( 3,141 ) 4,576 30,872 35,448 14,140 1/11/2002 1989
710 North Euclid Anaheim CA — 2,850 6,964 2,215 ( 1,350 ) ( 2,405 ) 2,518 5,756 8,274 449 7/9/2008 1992
5000 Marina Boulevard Brisbane CA — 7,957 13,430 745 — — 7,957 14,175 22,132 1,547 11/14/2017 2000
5770 Armada Drive (5)
Carlsbad CA 10,479 3,875 18,543 — — — 3,875 18,543 22,418 3,207 1/29/2015 1997
1350 South El Camino Real Encinitas CA — 1,510 18,042 2,372 — ( 53 ) 1,517 20,354 21,871 6,455 3/31/2008 1999
47201 Lakeview Boulevard Fremont CA — 3,200 10,177 36 — — 3,200 10,213 13,413 2,626 9/30/2011 1990
47211/47215 Lakeview Boulevard Fremont CA — 3,750 12,656 3,732 — — 3,750 16,388 20,138 3,265 9/30/2011 1985
47900 Bayside Parkway Fremont CA — 4,580 10,370 2,203 — — 4,580 12,573 17,153 2,901 9/30/2011 1991
577 South Peach Street Fresno CA — 738 2,577 4,175 — ( 211 ) 738 6,541 7,279 2,758 12/28/1990 1963
6075 North Marks Avenue Fresno CA — 880 12,751 938 — — 889 13,680 14,569 4,546 3/31/2008 1996
8631 West 3rd Street Los Angeles CA — 24,640 88,277 18,122 — ( 908 ) 25,391 104,740 130,131 28,026 11/22/2010 1979
8635 West 3rd Street Los Angeles CA — 24,640 90,352 15,367 — ( 764 ) 25,331 104,264 129,595 28,178 11/22/2010 1979
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
1319 Brookside Avenue Redlands CA — 1,770 9,982 1,361 — — 1,770 11,343 13,113 3,640 3/31/2008 1999
110 Sterling Court Roseville CA — 1,620 10,262 2,245 — — 1,620 12,507 14,127 3,905 3/31/2008 1998
16925 & 16916 Hierba Drive San Diego CA — 9,142 53,904 20,060 — ( 6,938 ) 9,180 66,988 76,168 29,785 1/11/2002 1987
3030 Science Park San Diego CA — 2,466 46,473 29,559 — — 2,466 76,032 78,498 15,054 8/6/2009 1986
3040 Science Park San Diego CA — 1,225 23,077 22,654 — — 1,225 45,731 46,956 7,593 8/6/2009 1986
3050 Science Park San Diego CA — 1,508 28,753 24,549 — — 1,508 53,302 54,810 9,303 8/6/2009 1986
2904 Orchard Parkway San Jose CA — 10,788 8,890 2,621 — — 10,804 11,495 22,299 1,860 1/25/2018 1979
3530 Deer Park Drive Stockton CA — 670 14,419 2,079 — — 682 16,486 17,168 5,299 3/31/2008 1999
877 East March Lane Stockton CA — 1,176 11,171 6,892 — ( 1,885 ) 1,411 15,943 17,354 6,648 9/30/2003 1988
28515 Westinghouse Place Valencia CA — $ 4,669 41,440 20 — — 4,689 41,440 46,129 7,169 1/29/2015 2008
1866 San Miguel Drive Walnut Creek CA — $ 2,010 9,290 5,415 — ( 930 ) 3,417 12,368 15,785 3,178 12/1/2011 1996
1950 South Dayton Street Aurora CO — $ 3,062 46,195 3,601 — — 3,120 49,738 52,858 9,725 5/1/2015 1987
515 Fairview Avenue Canon City CO — $ 292 6,228 2,000 ( 3,512 ) ( 517 ) 299 4,192 4,491 1,969 9/26/1997 1970
110 West Van Buren Street Colorado Springs CO — $ 245 5,236 3,170 ( 3,031 ) ( 701 ) 245 4,674 4,919 1,771 9/26/1997 1972
3920 East San Miguel Street Colorado Springs CO — $ 1,380 8,894 4,218 — ( 34 ) 1,612 12,846 14,458 3,673 7/31/2012 1977
2050 South Main Street Delta CO — $ 167 3,570 1,461 — ( 415 ) 167 4,616 4,783 2,411 9/26/1997 1963
2501 Little Bookcliff Drive Grand Junction CO — $ 204 3,875 2,210 — ( 908 ) 207 5,174 5,381 3,029 12/30/1993 1968
2825 Patterson Road Grand Junction CO — $ 173 2,583 3,293 — ( 786 ) 173 5,090 5,263 2,732 12/30/1993 1978
1599 Ingalls Street Lakewood CO — $ 232 3,766 4,094 — ( 860 ) 232 7,000 7,232 4,294 12/28/1990 1972
5555 South Elati Street Littleton CO — $ 185 5,043 4,277 — ( 1,068 ) 191 8,246 8,437 4,899 12/28/1990 1965
8271 South Continental Divide Road Littleton CO — $ 400 3,507 — — ( 202 ) 400 3,305 3,705 1,559 2/28/2003 1998
9005 Grant Street Thornton CO — $ 961 10,867 1,179 — — 1,269 11,738 13,007 2,640 12/28/2012 2001
7809 W. 38th Avenue Wheat Ridge CO — $ 470 3,373 88 — — 475 3,456 3,931 993 4/1/2010 2004
40 Sebethe Drive Cromwell CT — $ 570 5,304 1,787 — ( 424 ) 596 6,641 7,237 1,747 12/22/2010 1998
1145 19th Street NW Washington DC — $ 13,600 24,880 36,435 — ( 597 ) 13,600 60,718 74,318 12,553 5/20/2009 1976
2141 K Street, NW Washington DC — $ 13,700 8,400 5,442 — ( 518 ) 13,700 13,324 27,024 4,420 12/22/2008 1966
255 Possum Park Road Newark DE — $ 2,010 11,852 8,039 — ( 1,759 ) 2,761 17,381 20,142 7,010 1/11/2002 1982
4175 Ogletown Stanton Rd Newark DE — $ 1,500 19,447 1,639 — — 1,563 21,023 22,586 7,180 3/31/2008 1998
1212 Foulk Road Wilmington DE — $ 1,179 6,950 2,603 — ( 1,310 ) 1,202 8,220 9,422 3,869 1/11/2002 1974
1912 Marsh Road Wilmington DE — 4,365 25,739 7,498 — ( 2,293 ) 4,431 30,878 35,309 13,640 1/11/2002 1988
2723 Shipley Road Wilmington DE — 869 5,126 5,327 — ( 1,726 ) 978 8,618 9,596 3,729 1/11/2002 1989
407 Foulk Road Wilmington DE — 38 227 2,763 — ( 433 ) 84 2,511 2,595 731 1/11/2002 1965
22601 Camino Del Mar Boca Raton FL — 3,200 46,800 7,802 — ( 1,816 ) 3,204 52,782 55,986 13,932 12/15/2011 1990
S-2
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
1325 S Congress Avenue Boynton Beach FL — 1,620 5,341 1,717 — ( 121 ) 1,628 6,929 8,557 1,660 7/27/2012 1985
1425 Congress Avenue Boynton Beach FL — 2,390 14,768 3,827 — ( 721 ) 2,390 17,874 20,264 5,041 8/9/2011 1994
1416 Country Club Blvd. Cape Coral FL — 400 2,907 — — ( 173 ) 400 2,734 3,134 1,290 2/28/2003 1998
8500 Royal Palm Boulevard Coral Springs FL — 3,410 20,104 32,030 — ( 3,859 ) 3,421 48,264 51,685 17,262 1/11/2002 1984
1208 South Military Trail Deerfield Beach FL — 1,690 14,972 32,207 — ( 2,251 ) 1,777 44,841 46,618 17,974 10/1/2012 1986
3001 DC Country Club Boulevard Deerfield Beach FL — 3,196 18,848 22,290 — ( 2,813 ) 3,222 38,299 41,521 14,935 1/11/2002 1990
12780 Kenwood Lane Fort Myers FL — 369 2,174 3,709 — ( 444 ) 859 4,949 5,808 2,054 1/11/2002 1990
2525 First Street Fort Myers FL — 2,385 21,137 23,381 — ( 1,322 ) 2,577 43,004 45,581 20,860 10/1/2012 1984
1825 Ridgewood Avenue Holly Hill FL — 700 16,700 3,261 ( 2,636 ) ( 4,649 ) 684 12,692 13,376 1,640 7/22/2011 1926/2006
2480 North Park Road Hollywood FL — 4,500 40,500 19,755 — ( 1,637 ) 4,556 58,562 63,118 15,903 12/15/2011 1986
8901 Tamiami Trail East Naples FL — 3,200 2,898 15,068 — ( 837 ) 3,200 17,129 20,329 5,631 8/31/2006 1984
12780 Waterford Lakes Parkway Orlando FL — 977 3,946 579 — — 1,052 4,450 5,502 854 12/18/2013 2002
1603 S. Hiawassee Road Orlando FL — 488 2,621 352 — ( 81 ) 488 2,892 3,380 569 12/18/2013 2003
1825 N. Mills Avenue Orlando FL — 519 1,799 415 — — 580 2,153 2,733 763 12/22/2008 1997
1911 N. Mills Avenue Orlando FL — 1,946 7,197 866 — ( 538 ) 2,042 7,429 9,471 2,386 12/22/2008 1997
1925 N. Mills Avenue Orlando FL — 135 532 252 — — 199 720 919 292 12/22/2008 1997
250 N. Alafaya Trail Orlando FL — 967 4,362 389 — — 967 4,751 5,718 979 12/18/2013 1999
45 Katherine Boulevard Palm Harbor FL — 3,379 29,945 9,045 — ( 816 ) 3,392 38,161 41,553 24,079 10/1/2012 1992
900 West Lake Road Palm Harbor FL — 3,449 20,336 11,916 — ( 3,160 ) 3,493 29,048 32,541 12,465 1/11/2002 1989
8500 West Sunrise Boulevard Plantation FL — 4,700 24,300 10,999 — ( 2,475 ) 4,717 32,807 37,524 9,850 12/15/2011 1989
1371 South Ocean Boulevard Pompano Beach FL — 2,500 15,500 15,927 — ( 1,564 ) 2,560 29,803 32,363 8,891 12/15/2011 1991
2701 North Course Drive Pompano Beach FL — 7,700 2,127 41,511 — ( 2,332 ) 7,700 41,306 49,006 14,027 8/31/2006 1985
20480 Veterans Boulevard Port Charlotte FL — 400 11,934 2,107 — ( 550 ) 440 13,451 13,891 4,090 7/22/2011 1996
1699 S.E. Lyngate Drive Port St. Lucie FL — 1,242 11,009 4,799 — ( 269 ) 1,249 15,532 16,781 9,152 10/1/2012 1993
501 N.W. Cashmere Boulevard Port St. Lucie FL — 890 9,345 2,911 — ( 135 ) 1,673 11,338 13,011 3,142 7/22/2011 2007
900 South Harbour Island Blvd. Tampa FL — 4,850 6,349 7 — — 4,850 6,356 11,206 2,257 10/30/2007 1986
111 Executive Center Drive West Palm Beach FL — 2,061 12,153 20,856 — ( 2,982 ) 2,075 30,013 32,088 10,227 1/11/2002 1988
2351 Cedarcrest Road Acworth GA — 2,000 6,674 618 — — 2,000 7,292 9,292 1,363 5/1/2016 2014
1200 Bluegrass Lakes Parkway Alpharetta GA — 1,689 15,936 142 — — 1,761 16,006 17,767 2,762 1/29/2015 2001
855 North Point Pkwy Alpharetta GA — 5,390 26,712 — — — 5,390 26,712 32,102 8,931 8/21/2008 2006
253 N. Main Street Alpharetta GA — 1,325 12,377 1,170 — ( 64 ) 1,221 13,587 14,808 2,591 5/1/2015 1997
1291 Cedar Shoals Drive Athens GA — 337 4,006 1,615 — ( 290 ) 368 5,300 5,668 1,918 11/19/2004 1998
1515 Sheridan Road Atlanta GA — 5,800 9,305 3 — — 5,800 9,308 15,108 3,286 11/30/2007 1978
S-3
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
240 Marietta Highway Canton GA — 806 8,555 2,397 — ( 55 ) 806 10,897 11,703 2,510 10/1/2013 1997
4500 South Stadium Drive Columbus GA — 294 3,505 946 — ( 225 ) 298 4,222 4,520 1,550 11/19/2004 1999
1352 Wellbrook Circle Conyers GA — 342 4,068 1,769 ( 1,366 ) ( 2,032 ) 206 2,575 2,781 70 11/19/2004 1997
1501 Milstead Road Conyers GA — 750 7,796 712 — — 777 8,481 9,258 2,498 9/30/2010 2008
3875 Post Road Cumming GA — 954 12,796 248 — — 960 13,038 13,998 2,638 5/1/2015 2007
4960 Jot Em Down Road Cumming GA — 1,548 18,666 13,033 — ( 257 ) 3,416 29,574 32,990 6,913 8/1/2013 2011
5610 Hampton Park Drive Cumming GA — 3,479 14,771 233 — — 3,481 15,002 18,483 3,071 9/3/2015 2014
7955 Majors Road Cumming GA — 1,325 7,770 904 — — 1,325 8,674 9,999 1,645 5/1/2015 2009
2470 Dug Gap Road Dalton GA — 262 3,119 1,285 — ( 133 ) 262 4,271 4,533 1,515 11/19/2004 1997
101 West Ponce De Leon Avenue Decatur GA — 3,500 13,179 2,145 — — 3,500 15,324 18,824 3,185 5/30/2012 1992
2801 North Decatur Road Decatur GA — 3,100 4,436 2,533 — — 3,260 6,809 10,069 2,148 7/9/2008 1986
114 Penland Street Ellijay GA — 496 7,107 1,455 — ( 157 ) 496 8,405 8,901 1,765 10/1/2013 2008
353 North Belair Road Evans GA — 230 2,663 1,326 — ( 244 ) 230 3,745 3,975 1,333 11/19/2004 1998
1294 Highway 54 West Fayetteville GA — 853 9,903 1,324 — — 943 11,137 12,080 2,170 5/1/2015 1999
2435 Limestone Parkway Gainesville GA — 268 3,186 1,621 — ( 224 ) 268 4,583 4,851 1,585 11/19/2004 1998
3315 Thompson Bridge Road Gainesville GA — 934 30,962 1,937 — — 956 32,877 33,833 6,319 5/1/2015 1999
5373 Thompson Mill Road Hoschton GA — 944 12,171 216 — — 959 12,372 13,331 2,404 5/1/2015 2011
8080 Summit Business Parkway Jonesboro GA — 1,800 20,664 4,460 — ( 456 ) 1,800 24,668 26,468 7,010 6/20/2011 2007
6191 Peake Road Macon GA — 183 2,179 1,329 ( 848 ) ( 1,142 ) 110 1,591 1,701 47 11/19/2004 1998
1360 Upper Hembree Road Roswell GA — 1,080 6,138 752 — — 1,067 6,903 7,970 1,555 5/7/2012 2007
1 Savannah Square Drive Savannah GA — 1,200 19,090 7,990 ( 6,993 ) ( 8,926 ) 835 11,526 12,361 510 10/1/2006 1987
5200 Habersham Street Savannah GA — 800 7,800 2,096 ( 3,082 ) ( 2,627 ) 476 4,511 4,987 100 6/23/2011 2005
7410 Skidaway Road Savannah GA — 400 5,670 1,957 ( 1,870 ) ( 2,626 ) 252 3,279 3,531 106 11/1/2006 1989
2078 Scenic Highway Snellville GA — 870 4,030 1,517 — ( 256 ) 870 5,291 6,161 1,318 12/10/2009 1997
475 Country Club Drive Stockbridge GA — 512 9,560 1,047 — — 551 10,568 11,119 2,097 5/1/2015 1998
1300 Montreal Road Tucker GA — 690 6,210 2,142 — ( 469 ) 694 7,879 8,573 2,776 6/3/2005 1997
1100 Ward Avenue Honolulu HI — $ 11,200 55,618 7,232 — ( 71 ) 11,247 62,732 73,979 15,341 6/18/2012 1961
2340 West Seltice Way Coeur d'Alene ID — $ 910 7,170 3,360 — — 1,052 10,388 11,440 2,826 7/31/2012 1993
850 Lincoln Drive Idaho Falls ID — $ 510 6,640 2,970 — — 760 9,360 10,120 2,484 7/31/2012 1978
1250 West Central Road Arlington Heights IL — $ 3,665 32,587 10,441 — ( 385 ) 3,781 42,527 46,308 26,487 11/1/2012 1986
1450 Busch Parkway Buffalo Grove IL — $ 3,800 11,456 929 — — 3,815 12,370 16,185 3,548 9/16/2010 2009
2601 Patriot Boulevard Glenview IL — $ 2,285 9,593 — — — 2,285 9,593 11,878 1,659 1/29/2015 2005
1373 D'Adrian Professional Park Godfrey IL — $ 281 15,088 731 — ( 135 ) 281 15,684 15,965 3,020 5/1/2015 2010
S-4
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
900 43rd Avenue Moline IL — $ 482 7,651 573 — ( 76 ) 482 8,148 8,630 1,515 5/1/2015 2003 / 2012
221 11th Avenue Moline IL — $ 161 7,244 1,513 — — 161 8,757 8,918 1,713 5/1/2015 2008
2700 14th Street Pekin IL — $ 171 11,475 554 — ( 159 ) 172 11,869 12,041 2,277 5/1/2015 2009
7130 Crimson Ridge Drive Rockford IL — $ 200 7,300 2,336 — — 1,596 8,240 9,836 2,352 5/1/2011 1999
1220 Lakeview Drive Romeoville IL — $ 1,120 19,582 ( 61 ) — — 1,058 19,583 20,641 6,547 8/21/2008 2005
1201 Hartman Lane Shiloh IL — $ 743 7,232 2,113 — — 1,237 8,851 10,088 1,461 12/8/2016 2003
900 Southwind Road Springfield IL — $ 300 6,744 2,304 — ( 403 ) 300 8,645 8,945 3,052 8/31/2006 1990
2705 Avenue E Sterling IL — $ 341 14,331 638 — — 343 14,967 15,310 2,951 5/1/2015 2008
39 Dorothy Drive Troy IL — $ 1,002 7,010 1,577 — — 1,002 8,587 9,589 1,416 12/8/2016 2003
100 Grand Victorian Place Washington IL — $ 241 12,046 416 — — 241 12,462 12,703 2,360 5/1/2015 2009
1615 Lakeside Drive Waukegan IL — $ 2,700 9,590 3,139 — ( 944 ) 3,478 11,007 14,485 2,967 9/30/2011 1990
1675 Lakeside Drive Waukegan IL — $ 2,420 9,382 2,589 — ( 957 ) 2,873 10,561 13,434 2,785 9/30/2011 1998
406 Smith Drive Auburn IN — $ 380 8,246 631 — ( 253 ) 524 8,480 9,004 2,766 9/1/2008 1999
6990 East County Road 100 North Avon IN — $ 850 11,888 1,082 — ( 333 ) 850 12,637 13,487 4,082 9/1/2008 1999
2455 Tamarack Trail Bloomington IN — $ 5,400 25,129 30,110 — ( 529 ) 6,339 53,771 60,110 13,131 11/1/2008 1983
2460 Glebe Street Carmel IN — $ 2,108 57,741 1,106 — — 2,125 58,830 60,955 10,932 5/1/2015 2008
701 East County Line Road Greenwood IN — $ 1,830 14,303 1,304 — ( 61 ) 1,875 15,501 17,376 4,094 12/1/2011 2007
8505 Woodfield Crossing Boulevard Indianapolis IN — 2,785 16,396 7,084 — ( 2,127 ) 2,838 21,300 24,138 9,651 1/11/2002 1986
2501 Friendship Boulevard Kokomo IN — 512 13,009 1,081 — — 512 14,090 14,602 1,725 12/27/2017 1997
603 Saint Joseph Drive Kokomo IN — 220 5,899 1,223 — ( 256 ) 220 6,866 7,086 2,139 9/1/2008 1998
1211 Longwood Drive La Porte IN — 770 5,550 1,478 — ( 288 ) 923 6,587 7,510 2,026 9/1/2008 1998
1590 West Timberview Drive Marion IN — 410 5,409 1,476 — ( 267 ) 410 6,618 7,028 1,915 9/1/2008 2000
1473 East McKay Road Shelbyville IN — 190 5,328 635 — ( 236 ) 190 5,727 5,917 1,801 9/1/2008 1999
17441 State Road 23 South Bend IN — 400 3,107 ( 38 ) — ( 182 ) 363 2,924 3,287 1,380 2/28/2003 1998
222 South 25th Street Terra Haute IN — 300 13,115 1,157 — ( 492 ) 300 13,780 14,080 4,445 9/1/2008 2005
150 Fox Ridge Drive Vincennes IN — 110 3,603 1,820 — ( 208 ) 110 5,215 5,325 1,722 9/1/2008 1985
1501 Inverness Drive Lawrence KS — 1,600 18,565 3,457 — ( 1,232 ) 1,758 20,632 22,390 5,995 10/1/2009 1988
5799 Broadmoor Street Mission KS — 1,522 7,246 1,882 — — 1,530 9,120 10,650 1,470 1/17/2017 1986
3501 West 95th Street Overland Park KS — 2,568 15,140 7,587 — ( 2,141 ) 2,580 20,574 23,154 8,677 1/11/2002 1989
6555 West 75th Street Overland Park KS — 1,274 1,126 15,505 — ( 1,102 ) 1,487 15,316 16,803 6,507 10/25/2002 1985
6700 W. 115th Street Overland Park KS — 4,503 29,387 177 — — 4,503 29,564 34,067 2,977 1/3/2018 2006
981 Campbell Lane Bowling Green KY — 365 4,345 1,844 — ( 203 ) 365 5,986 6,351 2,119 11/19/2004 1999
102 Leonardwood Drive Frankfort KY — 560 8,282 2,529 — ( 605 ) 579 10,187 10,766 3,702 8/31/2006 1989
S-5
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
4190 Lafayette Road Hopkinsville KY — 316 3,761 748 — ( 193 ) 316 4,316 4,632 1,718 11/19/2004 1999
690 Mason Headley Road (6)
Lexington KY 5,355 — 10,848 13,419 — ( 1,389 ) 42 22,836 22,878 11,738 1/11/2002 1985
700 Mason Headley Road (6)
Lexington KY 1,281 — 6,394 8,409 — ( 951 ) 52 13,800 13,852 6,465 1/11/2002 1980
200 Brookside Drive Louisville KY — 3,524 20,779 10,672 — ( 3,217 ) 3,549 28,209 31,758 12,173 1/11/2002 1984
1517 West Broadway Mayfield KY — 268 2,730 1,617 — ( 221 ) 268 4,126 4,394 1,567 11/19/2004 1999
1700 Elmdale Road Paducah KY — 450 5,358 1,477 — ( 319 ) 451 6,515 6,966 2,646 11/19/2004 2000
100 Neighborly Way Somerset KY — 200 4,919 701 — — 200 5,620 5,820 2,068 11/6/2006 2000
1295 Boylston Street Boston MA — 7,600 18,140 3,187 — — 7,625 21,302 28,927 6,065 1/26/2011 1930
549 Albany Street Boston MA — 4,576 45,029 — — — 4,569 45,036 49,605 9,385 8/22/2013 1895
330 Baker Avenue Concord MA — 3,775 19,906 — — — 3,775 19,906 23,681 3,442 1/29/2015 2013
4 Maguire Road Lexington MA — 3,600 15,555 19,813 ( 7,255 ) ( 1,003 ) 3,884 26,826 30,710 3,016 12/22/2008 1994
100 Hampshire Street Mansfield MA — 2,090 8,215 1,664 — — 2,486 9,483 11,969 2,665 12/22/2010 1975
15 Hampshire Street Mansfield MA — 1,360 7,326 507 — — 1,748 7,445 9,193 2,202 12/22/2010 1988
5 Hampshire Street Mansfield MA — 1,190 5,737 1,831 — ( 143 ) 1,465 7,150 8,615 2,019 12/22/2010 1988
30 New Crossing Road Reading MA — 1,443 14,153 285 — — 1,455 14,426 15,881 3,338 9/27/2012 1986
299 Cambridge Street Winchester MA — 3,218 18,988 12,424 — ( 1,855 ) 3,218 29,557 32,775 12,726 1/11/2002 1991
2717 Riva Road Annapolis MD — 1,290 12,373 1,370 — — 1,290 13,743 15,033 4,594 3/31/2008 2001
658 Boulton Street Bel Air MD — 4,750 16,504 2 — — 4,750 16,506 21,256 5,827 11/30/2007 1980
7600 Laurel Bowie Road Bowie MD — 408 3,421 1,488 — ( 393 ) 408 4,516 4,924 1,841 10/25/2002 2000
8100 Connecticut Avenue Chevy Chase MD — 15,170 92,830 12,492 — ( 1,924 ) 15,177 103,391 118,568 26,915 12/15/2011 1990
8220 Snowden River Parkway Columbia MD — 1,390 10,303 934 — — 1,390 11,237 12,627 3,811 3/31/2008 2001
700 Port Street Easton MD — 383 4,555 4,042 — ( 473 ) 394 8,113 8,507 3,169 10/25/2002 2000
3004 North Ridge Road Ellicott City MD — 1,409 22,691 11,847 — ( 2,505 ) 1,613 31,829 33,442 12,430 3/1/2004 1997
1820 Latham Drive Frederick MD — 385 3,444 1,319 — ( 444 ) 385 4,319 4,704 1,818 10/25/2002 1998
2100 Whittier Drive Frederick MD — 1,260 9,464 2,444 — — 1,260 11,908 13,168 3,871 3/31/2008 1999
10116 Sharpsburg Pike Hagerstown MD — 1,040 7,471 5,273 — — 1,044 12,740 13,784 4,317 3/31/2008 1999
4000 Old Court Road Pikesville MD — 2,000 4,974 914 — ( 82 ) 2,000 5,806 7,806 1,947 12/22/2008 1987
12725 Twinbrook Parkway Rockville MD — 6,138 6,526 683 — ( 148 ) 6,218 6,981 13,199 1,108 7/12/2017 1968
715 Benfield Road Severna Park MD — 229 9,798 2,502 — ( 1,103 ) 246 11,180 11,426 5,112 10/25/2002 1998
14400 Homecrest Road Silver Spring MD — 1,200 9,288 8,287 — ( 1,509 ) 1,207 16,059 17,266 6,477 10/25/2002 1996
801 Roeder Road Silver Spring MD — 1,900 12,858 1,956 — ( 326 ) 1,900 14,488 16,388 3,560 6/27/2012 1976
720 & 734 N. Pine Road Hampton MI — 300 2,406 — — ( 142 ) 300 2,264 2,564 1,068 2/28/2003 1998
4004 & 4012 Waldo Road Midland MI — 400 2,606 — — ( 162 ) 400 2,444 2,844 1,153 2/28/2003 1998
S-6
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
1605 & 1615 Fredericks Drive Monroe MI — 300 2,506 — — ( 152 ) 300 2,354 2,654 1,110 2/28/2003 1998
3150 & 3100 Old Centre Road Portage MI — 300 2,206 — — ( 133 ) 300 2,073 2,373 978 2/28/2003 1998
2445 & 2485 Mc Carty Road Saginaw MI — 600 5,212 — — ( 305 ) 600 4,907 5,507 2,315 2/28/2003 1998
11855 Ulysses Street NE Blaine MN — 2,774 9,276 389 — — 2,781 9,658 12,439 2,300 12/21/2012 2007
1305 Corporate Center Drive Eagan MN — 2,300 13,105 10,691 — — 2,735 23,361 26,096 5,042 12/22/2010 1986
8301 Golden Valley Road Golden Valley MN — 1,256 4,680 579 — — 1,256 5,259 6,515 803 2/10/2016 1998
8401 Golden Valley Road Golden Valley MN — 1,510 5,742 2,297 — — 1,510 8,039 9,549 1,362 2/10/2016 1998
8501 Golden Valley Road Golden Valley MN — 1,263 4,288 1,013 — — 1,263 5,301 6,564 840 2/10/2016 1998
1201 Northland Drive Mendota Heights MN — 1,220 10,208 1,257 — — 1,468 11,217 12,685 3,516 1/25/2011 1989
12700 Whitewater Drive Minnetonka MN — 5,453 8,108 8,415 — — 5,453 16,523 21,976 2,808 10/2/2017 1998
20600 South Diamond Lake Road Rogers MN — 2,760 45,789 2,809 ( 20,359 ) ( 15,686 ) 1,195 14,118 15,313 1,663 3/1/2008 1999
2200 County Road C West Roseville MN — 590 702 640 — ( 82 ) 792 1,058 1,850 306 9/30/2011 1991
4166 Lexington Avenue N Shoreview MN — 1,300 4,547 1,285 — — 1,507 5,625 7,132 1,398 5/20/2011 1988
1365 Crestridge Lane West St. Paul MN — 400 2,506 — — ( 292 ) 400 2,214 2,614 1,044 2/28/2003 1998
305 & 315 Thompson Avenue West St. Paul MN — 400 3,608 99 — ( 402 ) 400 3,305 3,705 1,559 2/28/2003 1998
5351 Gretna Road Branson MO — 743 10,973 1,015 — ( 227 ) 754 11,750 12,504 2,212 5/1/2015 2002
845 N New Ballas Court Creve Coeur MO — 1,582 16,328 1,230 — — 1,582 17,558 19,140 1,780 1/22/2018 2006
3828 College View Drive Joplin MO — 260 11,382 820 — ( 14 ) 260 12,188 12,448 3,271 8/31/2012 2003
14100 Magellan Plaza Maryland Heights MO — 3,719 37,304 4,836 — — 3,179 42,680 45,859 9,271 1/29/2015 2003
640 E Highland Avenue Nevada MO — 311 5,703 509 — — 311 6,212 6,523 1,172 5/1/2015 1997
2410 W Chesterfield Blvd Springfield MO — 924 12,772 608 — — 924 13,380 14,304 2,452 5/1/2015 1999
3540 East Cherokee Street Springfield MO — 1,084 11,339 1,160 — — 1,129 12,454 13,583 2,353 5/1/2015 1996
4700 North Hanley Road St. Louis MO — 5,166 41,587 131 — — 5,166 41,718 46,884 7,268 1/29/2015 2014
118 Alamance Road Burlington NC — 575 9,697 1,359 — ( 190 ) 575 10,866 11,441 3,048 6/20/2011 1998
1050 Crescent Green Drive Cary NC — 713 4,628 3,066 — ( 922 ) 713 6,772 7,485 2,991 10/25/2002 1999
2220 & 2230 Farmington Drive Chapel Hill NC — 800 6,414 — — ( 375 ) 800 6,039 6,839 2,849 2/28/2003 1996
2101 Runnymede Lane Charlotte NC — 2,475 11,451 1,318 — ( 301 ) 2,458 12,485 14,943 3,823 6/20/2011 1999
5920 McChesney Drive & 6101 Clarke Creek Parkway Charlotte NC — 1,320 21,750 2,350 — ( 1,175 ) 1,320 22,925 24,245 6,847 11/17/2009 1999 / 2001
500 Penny Lane NE Concord NC — 1,687 17,603 783 — — 1,687 18,386 20,073 3,226 6/29/2016 1997
1002 Highway 54 Durham NC — 595 5,200 554 — ( 114 ) 595 5,640 6,235 1,504 6/20/2011 1988
4505 Emperor Boulevard Durham NC — 1,285 16,932 687 — — 1,285 17,619 18,904 1,990 10/11/2017 2001
5213 South Alston Avenue Durham NC — 1,093 31,377 393 — — 1,093 31,770 32,863 5,452 1/29/2015 2010
2755 Union Road Gastonia NC — 1,104 17,834 1,058 — ( 1,133 ) 1,104 17,759 18,863 2,551 6/29/2016 1998
S-7
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
1001 Phifer Road Kings Mountain NC — 655 8,283 1,179 — ( 308 ) 657 9,152 9,809 2,496 6/23/2011 1998
128 Brawley School Road Mooresville NC — 595 7,305 1,379 — ( 369 ) 601 8,309 8,910 2,219 6/23/2011 1999
1309 , 1321, & 1325 McCarthy Boulevard New Bern NC — 1,245 20,898 2,886 — ( 159 ) 1,245 23,625 24,870 6,091 6/20/2011 2001/2005/2008
13150 & 13180 Dorman Road Pineville NC — 1,180 22,800 3,030 — ( 1,234 ) 1,180 24,596 25,776 7,187 11/17/2009 1998
801 Dixie Trail Raleigh NC — 3,233 17,788 1,166 — ( 1,114 ) 3,236 17,837 21,073 2,492 6/29/2016 1992
2744 South 17th Street Wilmington NC — 1,134 14,771 1,881 — — 1,139 16,647 17,786 3,554 4/18/2016 1998
1730 Parkwood Boulevard West Wilson NC — 610 14,787 1,296 — ( 163 ) 610 15,920 16,530 4,278 6/20/2011 2004/2006
17007 Elm Plaza Omaha NE — 4,680 22,022 — — — 4,680 22,022 26,702 7,363 8/21/2008 2007
3030 South 80th Street Omaha NE — 650 5,850 2,224 — ( 419 ) 650 7,655 8,305 2,729 6/3/2005 1992
490 Cooper Landing Road Cherry Hill NJ — 1,001 8,175 3,307 ( 6,080 ) ( 4,163 ) 2,240 — 2,240 — 12/29/2003 1999
1400 Route 70 Lakewood NJ — 4,885 28,803 8,222 — ( 2,881 ) 4,905 34,124 39,029 14,951 1/11/2002 1987
2 Hillside Drive Mt. Arlington NJ — 1,375 11,232 1,529 — ( 399 ) 1,393 12,344 13,737 5,366 12/29/2003 2001
655 Pomander Walk Teaneck NJ — 4,950 44,550 5,842 — ( 1,884 ) 4,984 48,474 53,458 13,437 12/15/2011 1989
10500 Academy Road NE Albuquerque NM — 3,828 22,572 9,313 — ( 2,228 ) 3,828 29,657 33,485 12,968 1/11/2002 1986
4100 Prospect Avenue NE Albuquerque NM — 540 10,105 8 — — 540 10,113 10,653 3,591 10/30/2007 1977
4300 Landau Street NE Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 3,510 10/30/2007 1973
4411 The 25 Way Albuquerque NM — 3,480 25,245 4,677 — ( 1,061 ) 3,978 28,363 32,341 8,449 12/22/2010 1970
4420 The 25 Way Albuquerque NM — 1,430 2,609 1,018 — ( 152 ) 1,614 3,291 4,905 863 12/22/2010 1970
9190 Coors Boulevard NW Albuquerque NM — 1,660 9,173 8 — — 1,660 9,181 10,841 3,260 10/30/2007 1983
2200 East Long Street Carson City NV — 622 17,900 752 — — 622 18,652 19,274 3,645 5/1/2015 2009
3201 Plumas Street Reno NV — 2,420 49,580 7,657 — ( 1,004 ) 2,420 56,233 58,653 14,353 12/15/2011 1989
6300 Eighth Avenue Brooklyn NY — 3,870 8,545 460 — — 3,870 9,005 12,875 2,877 8/8/2008 1971
4939 Brittonfield Parkway East Syracuse NY — 720 17,084 1,721 ( 2,826 ) ( 5,312 ) 900 10,487 11,387 725 9/30/2008 2001
5008 Brittonfield Parkway East Syracuse NY — 420 18,407 1,670 ( 3,144 ) ( 5,393 ) 586 11,374 11,960 700 7/9/2008 1999
200 Old County Road Mineola NY — 4,920 24,056 15,557 — ( 153 ) 4,920 39,460 44,380 10,007 9/30/2011 1971
15 North Broadway White Plains NY — 4,900 13,594 5,056 — — 4,900 18,650 23,550 5,000 1/26/2009 1952
537 Riverdale Avenue Yonkers NY — 8,460 90,561 12,905 — ( 392 ) 8,465 103,069 111,534 27,467 8/31/2012 2000
4590 Knightsbridge Boulevard Columbus OH — 3,623 27,778 17,430 — ( 3,682 ) 3,732 41,417 45,149 17,487 1/11/2002 1989
3929 Hoover Road Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 2,561 6/4/1993 1965
7555 Innovation Way Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 1,691 10/6/2016 2015
8709 S.E. Causey Avenue Portland OR — 3,303 77,428 1,738 ( 26,073 ) ( 9,749 ) 2,201 44,446 46,647 2,998 5/1/2015 1985 / 1991
71 Darlington Road Beaver Falls PA — 1,500 13,500 1,041 — ( 879 ) 1,523 13,639 15,162 5,391 10/31/2005 1997
950 Morgan Highway Clarks Summit PA — 1,001 8,233 1,192 — ( 277 ) 1,017 9,132 10,149 3,850 12/29/2003 2001
S-8
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
145 Broadlawn Drive Elizabeth PA — 696 6,304 672 ( 4,280 ) ( 3,017 ) 375 — 375 — 10/31/2005 1986
600 N. Pottstown Pike Exton PA — 1,001 8,233 2,368 — ( 308 ) 1,001 10,293 11,294 4,199 12/29/2003 2000
242 Baltimore Pike Glen Mills PA — 1,001 8,233 1,046 — ( 382 ) 1,001 8,897 9,898 3,844 12/29/2003 2001
20 Capital Drive Harrisburg PA — 397 9,333 10 — — 397 9,343 9,740 1,614 1/29/2015 2013
210 Mall Boulevard King of Prussia PA — 1,540 4,743 2,698 — — 1,934 7,047 8,981 2,255 8/8/2008 1970
216 Mall Boulevard King of Prussia PA — 880 2,871 2,378 — — 978 5,151 6,129 1,241 1/26/2011 1970
5300 Old William Penn Highway Murrysville PA — 300 2,506 — — ( 272 ) 300 2,234 2,534 1,054 2/28/2003 1998
800 Manor Drive New Britain (Chalfont) PA — 979 8,052 1,713 — ( 440 ) 981 9,323 10,304 3,902 12/29/2003 1998
7151 Saltsburg Road Penn Hills PA — 200 904 — — ( 103 ) 200 801 1,001 378 2/28/2003 1997
5750 Centre Avenue Pittsburgh PA — 3,000 11,828 4,477 — ( 259 ) 3,788 15,258 19,046 5,189 6/11/2008 1991
730 Holiday Drive Pittsburgh PA — 2,480 6,395 5,835 — ( 936 ) 2,711 11,063 13,774 2,971 12/22/2010 1985
1400 Riggs Road South Park PA — 898 8,102 1,361 ( 5,192 ) ( 3,499 ) 1,670 — 1,670 — 10/31/2005 1995
700 Northampton Street Tiffany Court (Kingston) PA — — 5,682 2,246 — ( 359 ) — 7,569 7,569 3,036 12/29/2003 1997
5250 Meadowgreen Drive Whitehall PA — 1,599 14,401 4,007 — ( 1,106 ) 1,599 17,302 18,901 6,365 10/31/2005 1987
1304 McLees Road Anderson SC — 295 3,509 1,224 — ( 253 ) 295 4,480 4,775 1,572 11/19/2004 1999
109 Old Salem Road Beaufort SC — 188 2,234 1,625 ( 807 ) ( 1,514 ) 104 1,622 1,726 96 11/19/2004 1999
1119 Pick Pocket Plantation Drive Beaufort SC — 1,200 10,810 1,531 ( 3,927 ) ( 3,270 ) 733 5,611 6,344 30 6/20/2011 2005
719 Kershaw Highway Camden SC — 322 3,697 1,777 — ( 376 ) 322 5,098 5,420 1,972 11/19/2004 1999
2333 Ashley River Road Charleston SC — 848 14,000 2,849 ( 7,118 ) ( 4,415 ) 377 5,787 6,164 565 6/20/2011 1999
320 Seven Farms Drive Charleston SC — 1,092 6,605 1,760 — ( 274 ) 1,092 8,091 9,183 2,008 5/29/2012 1998
251 Springtree Drive Columbia SC — 300 1,905 — — ( 112 ) 300 1,793 2,093 846 2/28/2003 1998
3 Summit Terrace Columbia SC — 610 7,900 887 ( 6,314 ) ( 2,698 ) 385 — 385 — 11/17/2009 2002
7909 Parklane Road Columbia SC — 1,580 4,520 2,323 — ( 314 ) 1,725 6,384 8,109 1,423 9/30/2011 1990
355 Berkmans Lane Greenville SC — 700 7,240 1,725 ( 2,593 ) ( 2,387 ) 417 4,268 4,685 131 11/17/2009 2002
116 Enterprise Court Greenwood SC — 310 2,790 1,283 — ( 213 ) 310 3,860 4,170 1,324 6/3/2005 1999
1901 West Carolina Avenue Hartsville SC — 401 4,775 1,068 — ( 302 ) 401 5,541 5,942 2,237 11/19/2004 1999
218 Old Chapin Road Lexington SC — 363 4,322 979 — ( 400 ) 363 4,901 5,264 2,004 11/19/2004 1999
491 Highway 17 Little River SC — 750 9,018 1,349 — ( 314 ) 750 10,053 10,803 2,821 6/23/2011 2000
1010 Anna Knapp Boulevard Mt. Pleasant SC — 1,797 6,132 624 — ( 458 ) 1,797 6,298 8,095 842 6/29/2016 1997
601 Mathis Ferry Road Mt. Pleasant SC — 1,687 12,612 706 ( 10,794 ) ( 2,021 ) 2,190 — 2,190 — 6/29/2016 1999
937 Bowman Road Mt. Pleasant SC — 3,898 31,613 7,988 — ( 997 ) 3,830 38,672 42,502 10,603 7/1/2012 1997 / 1983
9547 Highway 17 North Myrtle Beach SC — 543 3,202 9,360 ( 3,192 ) ( 4,437 ) 333 5,143 5,476 218 1/11/2002 1980
2306 Riverbank Drive Orangeburg SC — 303 3,607 1,043 — ( 358 ) 303 4,292 4,595 1,748 11/19/2004 1999
S-9
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
1920 Ebenezer Road Rock Hill SC — 300 1,705 — — ( 162 ) 300 1,543 1,843 728 2/28/2003 1998
15855 Wells Highway Seneca SC — 396 4,714 1,416 — ( 353 ) 396 5,777 6,173 2,198 11/19/2004 2000
One Southern Court West Columbia SC — 520 3,831 612 — — 557 4,406 4,963 1,545 12/22/2010 2000
6716 Nolensville Road Brentwood TN — 1,528 6,037 223 — — 1,528 6,260 7,788 1,468 11/30/2012 2010
207 Uffelman Drive Clarksville TN — 320 2,994 2,133 — ( 161 ) 320 4,966 5,286 1,425 12/31/2006 1997
51 Patel Way Clarksville TN — 800 10,322 6,990 — ( 318 ) 833 16,961 17,794 3,840 12/19/2012 2005
2900 Westside Drive NW Cleveland TN — 305 3,627 1,544 — ( 284 ) 305 4,887 5,192 1,830 11/19/2004 1998
1010 East Spring Street Cookeville TN — 322 3,828 1,777 — ( 230 ) 322 5,375 5,697 1,968 11/19/2004 1998
105 Sunrise Circle Franklin TN — 322 3,833 1,312 — ( 268 ) 329 4,870 5,199 1,877 11/19/2004 1997
1085 Hartsville Pike Gallatin TN — 280 3,327 1,840 — ( 212 ) 280 4,955 5,235 1,589 11/19/2004 1998
2025 Caldwell Drive Goodlettsville TN — 400 3,507 8,547 — ( 202 ) 400 11,852 12,252 3,324 2/28/2003 1998
1200 North Parkway Jackson TN — 295 3,506 968 — ( 300 ) 299 4,170 4,469 1,567 11/19/2004 1999
550 Deer View Way Jefferson City TN — 940 8,057 2,297 — ( 94 ) 948 10,252 11,200 2,166 10/15/2013 2001
10914 Kingston Pike (5)
Knoxville TN 9,817 613 12,410 370 — — 613 12,780 13,393 1,630 6/29/2018 2008
3020 Heatherton Way Knoxville TN — 304 3,618 3,199 ( 2,697 ) ( 2,357 ) 1,440 627 2,067 29 11/19/2004 1998
3030 Holbrook Drive (5)
Knoxville TN 5,639 352 7,128 852 — — 360 7,972 8,332 996 6/29/2018 1999
100 Chatuga Drive West Loudon TN — 580 16,093 31,831 — — 580 47,924 48,504 3,015 1/19/2018 2003
511 Pearson Springs Road Maryville TN — 300 3,207 100 — ( 192 ) 300 3,115 3,415 1,469 2/28/2003 1998
1710 Magnolia Boulevard Nashville TN — 750 6,750 17,521 — ( 1,023 ) 750 23,248 23,998 4,413 6/3/2005 1979
350 Volunteer Drive Paris TN — 110 12,100 720 — ( 905 ) 110 11,915 12,025 1,676 6/29/2016 1997
971 State Hwy 121 Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 5,989 8/21/2008 2006
1111 W. 34th Street Austin TX — 400 21,021 2,108 — — 694 22,835 23,529 7,664 6/25/2008 1975
6818 Austin Center Boulevard Austin TX — 1,540 27,467 2,977 — ( 558 ) 1,585 29,841 31,426 9,757 10/31/2008 1994
7600 N Capital Texas Highway Austin TX — 300 4,557 1,608 — — 300 6,165 6,465 1,460 12/22/2010 1996
4620 Bellaire Boulevard Bellaire TX — 1,238 11,010 4,948 — ( 243 ) 1,325 15,628 16,953 9,547 10/1/2012 1991
120 Crosspoint Drive Boerne TX — 220 4,926 960 — — 227 5,879 6,106 1,864 2/7/2008 1990
4015 Interstate 45 Conroe TX — 620 14,074 1,270 — ( 373 ) 620 14,971 15,591 4,115 10/26/2010 2009
5455 La Sierra Drive Dallas TX — 2,300 25,200 8,177 — ( 902 ) 2,324 32,451 34,775 8,645 12/15/2011 1989
7831 Park Lane Dallas TX — 4,709 27,768 23,525 — ( 2,998 ) 5,432 47,572 53,004 18,453 1/11/2002 1990
1575 Belvidere Street El Paso TX — 2,301 13,567 7,482 — ( 1,537 ) 2,316 19,497 21,813 7,713 1/11/2002 1987
96 Frederick Road Fredericksburg TX — 280 4,866 6,770 — — 280 11,636 11,916 2,871 2/7/2008 1999
6435 S.F.M. 549 Heath TX — 1,135 7,892 998 ( 288 ) ( 1,493 ) 1,192 7,052 8,244 426 12/31/2012 2004
13215 Dotson Road Houston TX — 990 13,887 1,458 — — 990 15,345 16,335 3,994 7/17/2012 2007
S-10
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
777 North Post Oak Road Houston TX — 5,537 32,647 27,154 — ( 4,460 ) 5,540 55,338 60,878 21,503 1/11/2002 1989
10030 North MacArthur Boulevard Irving TX — 2,186 15,869 755 — — 2,186 16,624 18,810 2,848 1/29/2015 1999
4770 Regent Boulevard Irving TX — 2,830 15,082 4,467 — — 2,830 19,549 22,379 6,835 6/25/2008 1995
9812 Slide Road Lubbock TX — 1,110 9,798 665 — — 1,110 10,463 11,573 2,882 6/4/2010 2009
605 Gateway Central Marble Falls TX — 1,440 7,125 1,380 — ( 34 ) 1,440 8,471 9,911 2,332 12/19/2012 1994 / 2002
7150 N. President George Bush Turnpike North Garland TX — 1,981 8,548 1,147 ( 346 ) ( 1,557 ) 1,941 7,832 9,773 485 12/31/2012 2006
500 Coit Road Plano TX — 3,463 44,841 67 — — 3,468 44,903 48,371 2,436 12/20/2019 2016
2265 North Lakeshore Drive Rockwall TX — 497 3,582 — — — 497 3,582 4,079 619 1/29/2015 2013
18302 Talavera Ridge San Antonio TX — 6,855 30,630 — — — 6,855 30,630 37,485 5,297 1/29/2015 2008
21 Spurs Lane (5)
San Antonio TX 11,120 3,141 23,142 2,199 — — 3,192 25,290 28,482 4,957 4/10/2014 2006
311 West Nottingham Place San Antonio TX — 4,283 25,256 13,831 — ( 3,063 ) 4,359 35,948 40,307 15,661 1/11/2002 1989
511 & 575 Knights Cross Drive San Antonio TX — 2,300 20,400 2,307 — ( 1,150 ) 2,306 21,551 23,857 6,484 11/17/2009 2003
5055 West Panther Creek Drive Woodlands TX — 3,694 21,782 7,488 — ( 3,490 ) 3,706 25,768 29,474 11,746 1/11/2002 1988
491 Crestwood Drive Charlottesville VA — 641 7,633 2,711 — ( 585 ) 646 9,754 10,400 3,844 11/19/2004 1998
1005 Elysian Place Chesapeake VA — 2,370 23,705 2,291 — ( 153 ) 2,381 25,832 28,213 7,035 6/20/2011 2006
2856 Forehand Drive Chesapeake VA — 160 1,498 2,398 ( 1,427 ) ( 1,159 ) 1,470 — 1,470 — 5/30/2003 1987
4027 Martinsburg Pike Clear Brook VA — 3,775 21,768 — — — 3,775 21,768 25,543 3,764 1/29/2015 2013
4001 Fair Ridge Drive Fairfax VA — 2,500 7,147 3,129 — ( 222 ) 2,646 9,908 12,554 3,099 12/22/2008 1990
20 HeartFields Lane Fredericksburg VA — 287 8,480 1,864 — ( 781 ) 287 9,563 9,850 4,493 10/25/2002 1998
2800 Polo Parkway Midlothian VA — 1,103 13,126 4,986 — ( 920 ) 1,108 17,187 18,295 6,502 11/19/2004 1996
655 Denbigh Boulevard Newport News VA — 581 6,921 2,170 — ( 438 ) 584 8,650 9,234 3,373 11/19/2004 1998
6160 Kempsville Circle Norfolk VA — 3,263 7,615 4,016 — ( 115 ) 3,372 11,407 14,779 1,458 12/22/2017 1987
6161 Kempsville Road Norfolk VA — 1,530 9,531 2,984 — ( 323 ) 1,530 12,192 13,722 3,628 12/22/2008 1999
6311 Granby Street Norfolk VA — 1,920 16,538 3,078 — ( 188 ) 1,932 19,416 21,348 5,116 6/20/2011 2005
885 Kempsville Road Norfolk VA — 1,780 8,354 2,823 — ( 865 ) 1,798 10,294 12,092 3,070 5/20/2009 1981
531 Wythe Creek Road Poquoson VA — 220 2,041 1,031 — ( 275 ) 220 2,797 3,017 1,132 5/30/2003 1987
10800 Nuckols Road (5)
Glen Allen VA 10,240 2,863 11,105 698 — — 2,863 11,803 14,666 1,278 3/28/2018 2000
3000 Skipwith Road Richmond VA — 732 8,717 1,434 — ( 519 ) 732 9,632 10,364 3,951 11/19/2004 1999
9900 Independence Park Drive Richmond VA — 326 3,166 272 — ( 92 ) 326 3,346 3,672 882 11/22/2011 2005
9930 Independence Park Drive Richmond VA — 604 4,975 1,160 — — 700 6,039 6,739 1,340 11/22/2011 2005
5620 Wesleyan Drive Virginia Beach VA — 893 7,926 2,685 — ( 124 ) 893 10,487 11,380 6,309 9/1/2012 1990
4132 Longhill Road Williamsburg VA — 270 2,468 1,392 ( 945 ) ( 1,583 ) 162 1,440 1,602 53 5/30/2003 1987
440 McLaws Circle Williamsburg VA — 1,466 17,340 713 — ( 1,040 ) 1,466 17,013 18,479 2,339 6/29/2016 1998
S-11
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2021
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
21717 30th Drive SE Bothell WA — 3,012 12,582 69 — — 3,081 12,582 15,663 2,807 2/14/2013 1998
21823 30th Drive SE Bothell WA — 2,627 12,657 55 — — 2,682 12,657 15,339 2,823 2/14/2013 2000
516 Kenosia Avenue South Kent WA — 1,300 8,458 3,728 — — 1,368 12,118 13,486 3,228 7/31/2012 1971
555 16th Avenue Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,111 11/1/1993 1964
3003 West Good Hope Road Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 10,335 9/30/2009 1963
7007 North Range Line Road Glendale WI — 250 3,797 — — — 250 3,797 4,047 1,163 9/30/2009 1964
215 Washington Street Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,080 9/30/2009 2009
N168W22022 Main Street Jackson WI — 188 5,962 912 — ( 101 ) 192 6,769 6,961 1,352 12/1/2014 2005
8351 Sheridan Road Kenosha WI — 750 7,669 386 — — 758 8,047 8,805 2,817 1/1/2008 2000
5601 Burke Road Madison WI — 700 7,461 922 — — 712 8,371 9,083 2,767 1/1/2008 2000
7707 N. Brookline Drive Madison WI — 2,615 35,545 3,584 — ( 51 ) 2,631 39,062 41,693 7,676 12/1/2014 1999 / 2004
10803 North Port Washington Road Mequon WI — 800 8,388 900 — ( 25 ) 805 9,258 10,063 3,232 1/1/2008 1999
701 East Puetz Road Oak Creek WI — 650 18,396 2,522 — ( 105 ) 1,376 20,087 21,463 6,874 1/1/2008 2001
W231 N1440 Corporate Court Pewaukee WI — 3,900 41,140 — — — 3,900 41,140 45,040 12,599 9/30/2009 1994
8348 & 8400 Washington Avenue Racine WI — 1,150 22,436 — — — 1,150 22,436 23,586 6,871 9/30/2009 1986
1221 North 26th Street Sheboygan WI — 300 975 — — — 300 975 1,275 299 9/30/2009 1987
1222 North 23rd Street Sheboygan WI — 120 4,014 — — — 120 4,014 4,134 1,229 9/30/2009 1987
2414 Kohler Memorial Drive Sheboygan WI — 1,400 35,168 — — — 1,400 35,168 36,568 10,770 9/30/2009 1986
1125 N Edge Trail Verona WI — 1,365 9,581 1,721 — ( 340 ) 1,372 10,955 12,327 2,524 11/1/2013 2001
3289 North Mayfair Road Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 1,913 9/30/2009 1964
503 South 18th Street Laramie WY — 191 3,632 2,846 — ( 884 ) 202 5,583 5,785 2,651 12/30/1993 1964
1901 Howell Avenue Worland WY — 132 2,508 2,293 — ( 571 ) 132 4,230 4,362 2,313 12/30/1993 1970
Total $ 69,135 $ 715,799 $ 5,050,945 $ 1,455,137 $( 140,345 ) $( 267,980 ) $ 741,501 $ 6,072,055 $ 6,813,556 $ 1,737,807
(1) Represents mortgage debts and finance leases, excluding the unamortized balance of fair value adjustments and debt issuance costs totaling approximately $( 578 ).
(2) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
(3) Aggregate cost for federal income tax purposes is approximately $ 7,405,729 .
(4) We depreciate buildings and improvements over periods ranging up to 40 years and equipment over periods ranging up to 12 years.
(5) These properties are collateral for our $ 62,499 of mortgage debts.
(6) These properties are subject to our $ 6,636 of finance leases.
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2021
(dollars in thousands)
Analysis of the carrying amount of real estate and equipment and accumulated depreciation during the period:
Real Estate and
Equipment Accumulated
Depreciation
Balance as of December 31, 2018 $ 7,876,300 $ 1,534,392
Additions 277,350 221,165
Disposals ( 250,996 ) ( 54,816 )
Impairment ( 114,786 ) —
Cost basis adjustment (1)
( 77,642 ) ( 77,642 )
Reclassification of assets held for sale, net ( 248,640 ) ( 52,298 )
Balance as of December 31, 2019 7,461,586 1,570,801
Additions 192,124 216,418
Disposals ( 145,430 ) ( 10,228 )
Impairment ( 106,972 ) —
Cost basis adjustment (1)
( 126,127 ) ( 126,127 )
Reclassification of assets held for sale, net 135,549 44,037
Balance as of December 31, 2020 7,410,730 1,694,901
Additions 229,735 223,039
Disposals ( 910,372 ) ( 158,523 )
Impairment 174 —
Cost basis adjustment (1)
( 29,762 ) ( 29,762 )
Reclassification of assets held for sale, net 113,051 8,152
Balance as of December 31, 2021 $ 6,813,556 $ 1,737,807
(1) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HEALTHCARE TRUST
By: /s/ Jennifer F. Francis
Jennifer F. Francis
President and Chief Executive Officer
Dated: February 23, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jennifer F. Francis Managing Trustee, President and Chief Executive Officer
(principal executive officer) February 23, 2022
Jennifer F. Francis
/s/ Richard W. Siedel, Jr. Chief Financial Officer and Treasurer
(principal financial and accounting officer) February 23, 2022
Richard W. Siedel, Jr.
/s/ John L. Harrington Independent Trustee February 23, 2022
John L. Harrington
/s/ Lisa Harris Jones Independent Trustee February 23, 2022
Lisa Harris Jones
/s/ Daniel F. LePage Independent Trustee February 23, 2022
Daniel F. LePage
/s/ Adam D. Portnoy Managing Trustee February 23, 2022
Adam D. Portnoy
/s/ Jeffrey P. Somers Independent Trustee February 23, 2022
Jeffrey P. Somers
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