Controls and Procedures.
−Removed: 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
−Removed: Exchange Act.
+Added: 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 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.
14 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: We have a Code of Conduct that applies to our officers and Trustees, RMR Inc.
−Removed: and RMR LLC, senior level officers of RMR LLC, senior level officers and directors of RMR Inc.
−Removed: and certain other officers and employees of RMR LLC.
+Added: We have a Code of Conduct that applies to our officers and Trustees, RMR, senior and executive officers of RMR, members of the board of directors of RMR Inc.
+Added: and employees of RMR who provide significant services to us.
Our Code of Conduct is posted on our website, www.dhcreit.com .
6 unchanged sentences
Equity Compensation Plan Information.
−Removed: 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.
+Added: We may award common shares to our officers and other employees of RMR under our Amended and Restated 2012 Equity Compensation Plan, 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.
20 unchanged sentences
Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.
−Removed: 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.
+Added: Our shareholders approved the 2012 Plan at our 2022 annual meeting of shareholders to increase the total number of common shares available for awards by 2,250,000.
+Added: Payments by us to RMR 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.
7 unchanged sentences
Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID No.
Consolidated Balance Sheets as of December 31, 2022 and 2021
20 unchanged sentences
(Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.)
−Removed: 4.2 Indenture, dated as of December 20, 2001, between the Company and State Street Bank and Trust Company.
+Added: 4.2 Indenture, dated as of December 20, 2001, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association, as successor trustee to State Street Bank and Trust Company).
(Incorporated by reference to the Company’s Registration Statement on Form S-3, File No.
1 unchanged sentence
7, dated as of July 20, 2012, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 5.625% Senior Notes due 2042, including form thereof.
2 unchanged sentences
9, dated as of April 28, 2014, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 4.75% Senior Notes due 2024, including form thereof.
1 unchanged sentence
4.5 Indenture, dated as of February 18, 2016, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association).
1 unchanged sentence
4.6 First Supplemental Indenture, dated as of February 18, 2016, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 6.25% Senior Notes due 2046, including form thereof.
1 unchanged sentence
4.7 Second Supplemental Indenture, dated as of February 12, 2018, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 4.75% Senior Notes due 2028, including form thereof.
1 unchanged sentence
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.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 9.750% Senior Notes due 2025, including form thereof.
1 unchanged sentence
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.
+Added: Bank Trust Company, National Association (as successor in interest to 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.)
+Added: 4.10 Supplemental Indenture, dated as of September 9, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), related to 9.750% Senior Notes due 2025.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.)
+Added: 4.11 Supplemental Indenture, dated as of November 22, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), related to 9.750% Senior Notes due 2025.
+Added: (Filed herewith.)
4.12 Fourth Supplemental Indenture, dated as of February 8, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), related to 4.375% Senior Notes due 2031, including form thereof.
1 unchanged sentence
4.13 Supplemental Indenture, dated as of March 5, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to 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.)
+Added: 4.14 Supplemental Indenture, dated as of September 9, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), related to 4.375% Senior Notes due 2031.
+Added: (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.)
+Added: 4.15 Supplemental Indenture, dated as of November 22, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association), related to 4.375% Senior Notes due 2031.
+Added: (Filed herewith.)
4.16 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.
7 unchanged sentences
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.)
−Removed: 10.4 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 23, 2012.)
−Removed: 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.)
+Added: 10.4 Diversified Healthcare Trust Amended and Restated 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2022.)
10.5 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.)
−Removed: 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.)
+Added: 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.)
+Added: 10.7 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.)
+Added: 10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.)
10.9 Summary of Trustee Compensation.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2022.)
8 unchanged sentences
10.14 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.
−Removed: (Incorporated by reference to the Company's Current Report on Form 8-K dated February 23, 2022.)
+Added: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 23, 2022.)
+Added: 10.15 Fifth Amendment to Amended and Restated Credit Agreement, dated as of February 14, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other parties party thereto.
+Added: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 16, 2023.)
10.16 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.
1 unchanged sentence
10.17 Pledge Amendment, dated as of February 12, 2021, by the Company and certain subsidiaries of the Company party thereto.
−Removed: ( Incorporated by reference to the Company's Annual Report on Form 10-K for the ye ar ended December 31, 2020 .)
+Added: (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)
10.18 Pledged Interest Release Request Letter, dated as of March 4, 2021, between the Company and Wells Fargo Bank, National Association.
1 unchanged sentence
10.19 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.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association).
1 unchanged sentence
10.20 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.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association).
−Removed: (Filed herewith.)
+Added: ( Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 .)
10.21 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.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association).
−Removed: (Filed herewith.)
+Added: (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)
10.22 Transaction Agreement, dated December 7, 2001, among the Company, certain subsidiaries of the Company party thereto, AlerisLife Inc.
2 unchanged sentences
(Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 17, 2001.)
−Removed: 10.21 Transaction Agreement, dated as of April 1, 2019, between the Company and AlerisLife Inc.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 5, 2019.)
10.23 Amended and Restated Master Management Agreement, dated as of June 9, 2021, among the Company and certain of its subsidiaries, and AlerisLife Inc.
10 unchanged sentences
(Filed herewith.)
−Removed: 23.2 Consent of Ernst & Young LLP.
−Removed: (Filed herewith.)
23.2 Consent of Sullivan & Worcester LLP.
9 unchanged sentences
(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.)
+Added: 99.2 Consent and Amendment Agreement, dated as of February 2, 2023, among the Company, ABP Acquisition 2 LLC, ABP Acquisition LLC, ABP Trust and Adam D.
+Added: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 3, 2023.)
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.
16 unchanged sentences
Opinion on the Financial Statements
−Removed: 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").
−Removed: 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.
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
+Added: 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, 2022, 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 March 1, 2023, 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.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
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.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits 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.
−Removed: 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.
+Added: Our audits 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
3 unchanged sentences
Critical Audit Matter Description
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company's investments in real estate properties were $4.86 billion, net of accumulated depreciation of $1.83 billion as of December 31, 2022.
+Added: These real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable.
+Added: 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 a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property.
+Added: If indicators of impairment are identified for any real estate property, the Company evaluates the recoverability of that real estate property by comparing undiscounted future cash flows expected to be generated by the real estate property 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.
−Removed: 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.
+Added: We identified the impairment of real estate properties as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties.
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
−Removed: 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:
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: We compared our analysis of the recoverability of the real estate asset or group of assets to the Company's analysis.
+Added: Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with possible impairment indicators included the following among others:
+Added: • We tested the effectiveness of controls over management's evaluation of the recoverability of real estate properties, including the key assumptions utilized in estimating the undiscounted future cash flows.
+Added: • We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate property or group of properties 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.
+Added: • 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 property or group of properties with possible indicators of impairment.
+Added: We compared our analysis of the recoverability of the real estate property or group of properties 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.
1 unchanged sentence
Boston, Massachusetts
−Removed: February 23, 2022
+Added: March 1, 2023
We have served as the Company's auditor since 2020.
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Boston, Massachusetts
−Removed: February 23, 2022
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Trustees and Shareholders of Diversified Healthcare Trust
−Removed: Opinion on the Financial Statements
−Removed: 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”).
−Removed: 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.
−Removed: generally accepted accounting principles.
−Removed: 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.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Ernst & Young LLP
−Removed: We served as the Company's auditor from 1998 to 2020.
−Removed: Boston, Massachusetts
March 1, 2023
8 unchanged sentences
Total real estate properties, net 4,864,191 5,075,749
−Removed: Investment in unconsolidated joint venture 215,127 —
+Added: Investments in unconsolidated joint ventures 155,477 215,127
Assets of properties held for sale 385 —
2 unchanged sentences
Investments in equity securities 5,880 31,540
+Added: Due from affiliates 8,716 —
Acquired real estate leases and other intangible assets, net 45,351 48,746
2 unchanged sentences
LIABILITIES AND SHAREHOLDERS' EQUITY
−Removed: Revolving credit facility $ 800,000 $ —
−Removed: Term loan, net — 199,049
+Added: Credit facility $ 700,000 $ 800,000
Senior unsecured notes, net 2,317,700 2,806,811
Secured debt and finance leases, net 30,177 69,713
−Removed: Liabilities of properties held for sale — 3,525
Accrued interest 29,417 29,845
Due to affiliates 5,202 8,270
−Removed: Assumed real estate lease obligations, net 2,556 67,830
Other liabilities 280,986 246,485
1 unchanged sentence
Commitments and contingencies
−Removed: Equity attributable to common shareholders:
+Added: Shareholders' equity:
Common shares of beneficial interest, $ .01 par value:
3 unchanged sentences
Cumulative distributions ( 4,052,667 ) ( 4,043,099 )
−Removed: Total equity attributable to common shareholders 2,662,390 2,495,837
−Removed: Noncontrolling interest:
−Removed: Total equity attributable to noncontrolling interest — 123,385
−Removed: Total equity 2,662,390 2,619,222
−Removed: Total liabilities and equity $ 6,623,514 $ 6,476,424
+Added: Total shareholders' equity 2,638,611 2,662,390
+Added: Total liabilities and shareholders' equity $ 6,002,093 $ 6,623,514
The accompanying notes are an integral part of these consolidated financial statements.
14 unchanged sentences
Gain on sale of properties 321,862 492,272 6,487
−Removed: Dividend income — — 1,846
Gains and losses on equity securities, net ( 25,660 ) ( 42,232 ) 34,106
3 unchanged sentences
Gain on lease termination — — 22,896
−Removed: Loss on early extinguishment of debt ( 2,410 ) ( 427 ) ( 44 )
−Removed: Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 181,356 ( 133,057 ) ( 82,842 )
+Added: Loss on modification or early extinguishment of debt ( 30,043 ) ( 2,410 ) ( 427 )
+Added: (Loss) income from continuing operations before income tax expense and equity in net earnings of investees ( 21,119 ) 181,356 ( 133,057 )
Income tax expense ( 710 ) ( 1,430 ) ( 1,250 )
−Removed: Equity in earnings of an investee — — 400
−Removed: Net income (loss) 179,926 ( 134,307 ) ( 82,878 )
+Added: Equity in net earnings of investees 6,055 — —
+Added: Net (loss) income ( 15,774 ) 179,926 ( 134,307 )
Net income attributable to noncontrolling interest — ( 5,411 ) ( 5,146 )
−Removed: Net income (loss) attributable to common shareholders $ 174,515 $ ( 139,453 ) $ ( 88,234 )
−Removed: Other comprehensive income:
−Removed: Amounts reclassified from cumulative other comprehensive income to net income $ — $ — $ 175
−Removed: Equity in unrealized gain of an investee — — 91
−Removed: Other comprehensive income — — 266
−Removed: Comprehensive income (loss) 179,926 ( 134,307 ) ( 82,612 )
−Removed: Comprehensive income attributable to noncontrolling interest ( 5,411 ) ( 5,146 ) ( 5,356 )
−Removed: Comprehensive income (loss) attributable to common shareholders $ 174,515 $ ( 139,453 ) $ ( 87,968 )
−Removed: Weighted average common shares outstanding (basic) 237,967 237,739 237,604
−Removed: Weighted average common shares outstanding (diluted) 237,967 237,739 237,604
+Added: Net (loss) income attributable to common shareholders $ ( 15,774 ) $ 174,515 $ ( 139,453 )
+Added: Weighted average common shares outstanding (basic and diluted) 238,314 237,967 237,739
Per common share amounts (basic and diluted)
−Removed: Net income (loss) attributable to common shareholders $ 0.73 $ ( 0.59 ) $ ( 0.37 )
+Added: Net (loss) income attributable to common shareholders $ ( 0.07 ) $ 0.73 $ ( 0.59 )
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Capital Cumulative
−Removed: Net Income Cumulative Other
−Removed: Comprehensive
−Removed: Income (Loss) Cumulative
+Added: Net Income Cumulative
Distributions Total Equity Attributable to Common Shareholders Total Equity Attributable to Noncontrolling
3 unchanged sentences
Net (loss) income — — — ( 139,453 ) — ( 139,453 ) 5,146 ( 134,307 )
−Removed: Amounts reclassified from cumulative other comprehensive income to net income — — — — 175 — 175 — 175
−Removed: Other comprehensive income — — — — 91 — 91 — 91
Distributions — — — — ( 42,825 ) ( 42,825 ) — ( 42,825 )
+Added: Distribution to common shareholders of the right to receive AlerisLife Inc.
+Added: — — — — ( 59,801 ) ( 59,801 ) — ( 59,801 )
Share grants 420,000 4 1,570 — — 1,574 — 1,574
4 unchanged sentences
238,268,478 2,383 4,613,904 1,913,109 ( 4,033,559 ) 2,495,837 123,385 2,619,222
−Removed: Net (loss) income — — — ( 139,453 ) — — ( 139,453 ) 5,146 ( 134,307 )
+Added: Net income — — — 174,515 — 174,515 5,411 179,926
Distributions — — — — ( 9,540 ) ( 9,540 ) — ( 9,540 )
−Removed: Distribution to common shareholders of the right to receive AlerisLife Inc.
−Removed: — — — — — ( 59,801 ) ( 59,801 ) — ( 59,801 )
Share grants 838,000 8 1,956 — — 1,964 — 1,964
2 unchanged sentences
Distributions to noncontrolling interest — — — — — — ( 22,348 ) ( 22,348 )
+Added: 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
−Removed: Net income — — — 174,515 — — 174,515 5,411 179,926
+Added: Net loss — — — ( 15,774 ) — ( 15,774 ) — ( 15,774 )
Distributions — — — — ( 9,568 ) ( 9,568 ) — ( 9,568 )
2 unchanged sentences
Share forfeitures ( 13,300 ) — ( 11 ) — — ( 11 ) — ( 11 )
−Removed: Distributions to noncontrolling interest — — — — — — — ( 22,348 ) ( 22,348 )
−Removed: Sale of interest in joint venture — — — — — — — ( 106,448 ) ( 106,448 )
Balance at December 31, 2022:
7 unchanged sentences
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Net income (loss) $ 179,926 $ ( 134,307 ) $ ( 82,878 )
−Removed: Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
+Added: Net (loss) income $ ( 15,774 ) $ 179,926 $ ( 134,307 )
+Added: Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization 239,280 271,131 270,147
2 unchanged sentences
Amortization of acquired real estate leases 245 ( 7,211 ) ( 7,405 )
−Removed: Loss on early extinguishment of debt 2,410 51 44
+Added: Loss on modification or early extinguishment of debt 30,043 2,410 51
Gain on lease termination — — ( 22,896 )
3 unchanged sentences
Other non-cash adjustments, net ( 2,038 ) ( 1,811 ) ( 2,203 )
−Removed: Equity in earnings of an investee — — ( 400 )
−Removed: Distribution of earnings from Affiliates Insurance Company — — 2,574
+Added: Unconsolidated joint venture distributions 8,769 — —
+Added: Equity in net earnings of investees ( 6,055 ) — —
Change in assets and liabilities:
8 unchanged sentences
Proceeds from sale of properties, net 822 103,257 147,388
+Added: Proceeds from sale of properties to joint venture, net 638,488 — —
Proceeds from sale of interest in joint venture, net 108,424 367,033 —
−Removed: Proceeds from sale of RMR Inc.
−Removed: common shares, net — — 98,557
+Added: Proceeds from insurance recoveries 14,466 — —
Distributions in excess of earnings from Affiliates Insurance Company — 11 287
2 unchanged sentences
Proceeds from issuance of senior unsecured notes, net — 492,500 985,000
−Removed: Proceeds from borrowings on revolving credit facility 800,000 430,500 994,500
−Removed: Repayments of borrowings on revolving credit facility — ( 968,000 ) ( 596,000 )
−Removed: Repayment of senior unsecured notes ( 300,000 ) ( 200,000 ) ( 400,000 )
+Added: Proceeds from borrowings on credit facility — 800,000 430,500
+Added: Repayments of borrowings on credit facility ( 100,000 ) — ( 968,000 )
+Added: Redemption of senior unsecured notes ( 500,000 ) ( 300,000 ) ( 200,000 )
Repayment of term loan — ( 200,000 ) ( 250,000 )
5 unchanged sentences
Distributions to shareholders ( 9,568 ) ( 9,540 ) ( 42,825 )
−Removed: Net cash provided by (used in) financing activities 746,723 ( 79,483 ) ( 369,863 )
−Removed: Increase (decrease) in cash and cash equivalents and restricted cash 926,096 38,625 ( 17,847 )
+Added: Net cash (used in) provided by financing activities ( 675,998 ) 746,723 ( 79,483 )
+Added: (Decrease) increase in cash and cash equivalents and restricted cash ( 328,643 ) 926,096 38,625
Cash and cash equivalents and restricted cash at beginning of period 1,016,945 90,849 52,224
10 unchanged sentences
NON-CASH INVESTING ACTIVITIES:
−Removed: Decrease in assets and liabilities resulting from the deconsolidation of an investment that was previously consolidated:
+Added: Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:
Real estate, net $ ( 355,669 ) $ ( 686,320 ) $ —
16 unchanged sentences
Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 688,302 $ 1,016,945 $ 90,849
−Removed: (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.
+Added: (1) As of December 31, 2022 and 2021, restricted cash consists of proceeds from the sale of joint venture interests and proceeds from the sale of properties to joint ventures held as collateral pursuant to the agreement governing our credit facility, or our credit agreement.
We may use these funds to pay for approved expenditures in accordance with our credit agreement.
−Removed: Effective as of the date of the sale, we deconsolidated this joint venture.
−Removed: Prior to the deconsolidation, restricted cash consisted primarily of cash held for the operations of this joint venture.
+Added: In January 2023, we used the remaining restricted cash held as collateral to repay a portion of the $ 113,627 reduction in commitments under our credit facility.
+Added: We continue to be required to hold any proceeds from the sale of properties as restricted cash pursuant to the terms of our credit agreement.
Restricted cash also consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
+Added: Prior to the deconsolidation of the joint venture that owns a life science property located in Boston, Massachusetts, or the Seaport JV, restricted cash also consisted of cash held for the operations of this joint venture.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
On that date, the gross book value of our real estate assets was $ 6,692,543 .
−Removed: 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.
+Added: As of December 31, 2022, we also owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states with an aggregate of approximately 2.2 million rentable square feet.
+Added: The senior living industry has been adversely impacted by the current economic and market conditions as well as the continuing impact of the COVID-19 pandemic.
+Added: These conditions continue to have a significant negative impact on our results of operations, financial position and cash flows.
+Added: Although there have been signs of recovery and increased demand during the year ended December 31, 2022 when compared to the low levels during the COVID-19 pandemic, we cannot be sure when or if the senior housing business will return to historic pre-pandemic levels.
+Added: To mitigate the effects of the slow recovery coming from the COVID-19 pandemic and the increased variability in operating cash flows from our senior housing operating portfolio, or SHOP, segment, we continue to work with our senior living operators to manage costs, especially labor costs, and to increase rates and occupancy.
+Added: As of February 24, 2023, we have approximately $ 413,000 of cash and cash equivalents and $ 450,000 in outstanding borrowings under our credit facility, which matures on January 15, 2024.
+Added: Our credit facility is secured by 61 properties which had an appraised value in excess of $ 1,300,000 based on appraisals completed to secure the credit facility.
+Added: We believe we will have access to various types of financings, including equity offerings, to repay our debts and other obligations as they become due or will be able to extend the maturity of certain debt.
+Added: We also have the ability to defer certain capital improvements if we believe we need to preserve liquidity.
+Added: We believe that our current financial resources, actions we have taken and are in the process of taking, our expectations as to the future performance of the senior living industry and our fully collateralized credit facility will provide us with sufficient liquidity going forward.
Summary of Significant Accounting Policies
BASIS OF PRESENTATION.
−Removed: 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.
+Added: 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 as of December 31, 2022.
All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.
−Removed: 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.
−Removed: The actual results could differ from these estimates.
REAL ESTATE PROPERTIES.
9 unchanged sentences
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.
−Removed: 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.
+Added: 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
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.
−Removed: 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.
+Added: We amortize capitalized below market lease values (included in other liabilities 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, 2022, 2021 and 2020, such amortization resulted in a net increase in rental income of $( 245 ), $ 7,211 and $ 7,405 , respectively.
5 unchanged sentences
Capitalized above market lease values $ 5,187 $ 8,092
−Removed: $ 8,092 $ 12,304
accumulated amortization ( 3,978 ) ( 6,268 )
8 unchanged sentences
Assumed real estate lease obligations, net $ 1,118 $ 2,556
−Removed: (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.
−Removed: As a result of this sale, we deconsolidated the net assets of this joint venture.
As of December 31, 2022, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 4.3 years, 7.0 years and 4.6 years, respectively.
−Removed: 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.
+Added: Future amortization of net intangible acquired real estate lease assets and obligations to be recognized over the current terms of the associated leases as of December 31, 2022 are estimated to be $ 11,061 in 2023, $ 7,725 in 2024, $ 5,317 in 2025, $ 4,378 in 2026, $ 3,412 in 2027 and $ 12,340 thereafter.
CASH AND CASH EQUIVALENTS.
1 unchanged sentence
RESTRICTED CASH.
−Removed: 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.
+Added: Restricted cash consists of amounts held as collateral pursuant to our credit agreement and amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
+Added: Prior to the deconsolidation of the Seaport JV, restricted cash also consisted of cash held for the operations of this joint venture.
INVESTMENTS IN EQUITY SECURITIES.
−Removed: 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.
−Removed: 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.
−Removed: We classify the common shares we own of AlerisLife Inc.
−Removed: (f/k/a Five Star Senior Living Inc.), or AlerisLife, as an equity method investment.
−Removed: This equity method investment is included in investments of equity securities in our consolidated balance sheets.
−Removed: 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.
+Added: We classify the common shares we own of AlerisLife Inc., or AlerisLife, as an equity method investment.
+Added: This equity method investment is included in investments in equity securities in our consolidated balance sheets.
+Added: On April 1, 2019, we and AlerisLife entered into a transaction agreement, or the Transaction Agreement, to restructure our business arrangements with Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, 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.
−Removed: Pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued 10,268,158 common shares to us.
+Added: Pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued 10,268,158 common shares to
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, 2022, we owned 10,691,658 AlerisLife common shares.
−Removed: 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.
−Removed: 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.
+Added: At December 31, 2022 and 2021, our investment in AlerisLife had a fair value of $ 5,880 and $ 31,540 , respectively, including an unrealized loss of $ 25,660 and $ 42,232 , respectively.
+Added: Based on the terms of the Transaction Agreement, including the issuance of additional AlerisLife shares to us, we concluded that we have significant influence, but not control, over AlerisLife's most significant activities and therefor we determined that AlerisLife is not a variable interest entity, or VIE, and 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, 2022 and 2021.
+Added: In February 2023, in connection with the proposed acquisition of AlerisLife by a subsidiary of ABP Trust, which is the controlling shareholder of The RMR Group Inc., or RMR Inc., pursuant to a tender offer for all of the outstanding common shares of AlerisLife (other than the AlerisLife common shares owned by ABP Trust or its applicable subsidiaries), at a price of $ 1.31 per share, we agreed to tender all of our AlerisLife common shares into the tender offer at the tender offer price, subject to the right, but not the obligation, to purchase, in a single private transaction, on or before December 31, 2023, a number of shares of common stock of the surviving entity in the proposed acquisition constituting a percentage up to 31.9 % of the then issued and outstanding shares of the common stock of the surviving entity based on the tender offer price and otherwise pursuant to a stockholders agreement to be entered into at the time of any such purchase on such terms as are negotiated and mutually agreed by the parties.
See Notes 6 and 8 for further information regarding our investment in AlerisLife and former investment in RMR Inc.
EQUITY METHOD INVESTMENTS.
−Removed: 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.
−Removed: The property owned by this joint venture is encumbered by an aggregate $ 620,000 of mortgage debts.
−Removed: 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.
−Removed: See Notes 3, 10 and 11 for more information regarding this joint venture.
−Removed: 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.
−Removed: Significant influence was present through common representation on our Board of Trustees and the board of directors of AIC until February 13, 2020.
−Removed: The Chair of our Board of Trustees and one of our Managing Trustees, Adam D.
−Removed: Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc.
−Removed: He is also a managing director and an executive officer of RMR Inc.
−Removed: Substantially all of the business of RMR Inc.
−Removed: 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.
−Removed: Most of our Trustees were directors of AIC.
−Removed: See Note 8 for more information about our investment in AIC.
−Removed: As previously discussed, we also account for our investment in AlerisLife as an equity method investment under the fair value option.
+Added: As of December 31, 2022, we owned a 10 % equity interest in our unconsolidated Seaport JV and a 20 % equity interest in an unconsolidated joint venture for 10 medical office and life science properties, or the LSMD JV.
+Added: The property owned by the Seaport JV is encumbered by an aggregate $ 620,000 of mortgage debts.
+Added: The properties owned by the LSMD JV are encumbered by an aggregate $ 456,625 of mortgage debts.
+Added: We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investment in these joint ventures under the equity method of accounting under the fair value option.
+Added: See Notes 3, 10 and 11 for more information regarding these joint ventures.
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.
−Removed: 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.
−Removed: 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.
+Added: Debt issuance costs for our credit facility totaled $ 29,717 and $ 27,383 at December 31, 2022 and 2021, respectively, and accumulated amortization of debt issuance costs totaled $ 26,315 and $ 22,899 at December 31, 2022 and 2021, respectively, and are included in other assets, net in our consolidated balance sheets.
+Added: Debt issuance costs for our unsecured senior notes and secured debt totaled $ 47,661 and $ 53,649 at December 31, 2022 and 2021, respectively, and accumulated amortization of debt issuance costs totaled $ 19,791 and $ 15,800 , 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, 2022 are estimated to be $ 7,169 in 2023, $ 3,902 in 2024, $ 2,754 in 2025, $ 1,956 in 2026, $ 1,956 in 2027 and $ 13,535 thereafter.
DEFERRED LEASING COSTS.
−Removed: 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.
−Removed: Deferred leasing costs are included in other assets in our consolidated balance sheets.
+Added: Deferred leasing costs include capitalized brokerage costs and inducements associated with the successful negotiation of leases.
+Added: We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction in rental income, on a straight line basis over the terms of the respective leases.
+Added: Deferred leasing costs are included in other assets, net in our consolidated balance sheets.
Deferred leasing costs totaled $ 55,043 and $ 64,255 at December 31, 2022 and 2021, respectively, and accumulated amortization of deferred leasing costs totaled $ 15,482 and $ 17,074 at December 31, 2022 and 2021, respectively.
7 unchanged sentences
The right of use asset and related lease liability are included within other assets, net and other liabilities, respectively, within our consolidated balance sheets.
−Removed: In addition, we lease equipment at certain of our managed senior living communities.
+Added: In addition, we lease equipment at certain of our managed
+Added: 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.
−Removed: Certain of our leases provide for base rent payments and in addition may include variable payments.
+Added: 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.
3 unchanged sentences
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.
−Removed: apply Codification Topic 842, Leases, to the combined component.
+Added: We 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).
7 unchanged sentences
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.
−Removed: We use the TRS structure authorized by the REIT Investment Diversification and Empowerment Act for all of our managed senior living communities.
+Added: We use the TRS structure authorized by the REIT Investment Diversification and Empowerment Act for nearly all of our managed senior living communities.
Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S.
−Removed: Department of Health and Human Services, or HHS, established a Provider Relief Fund.
−Removed: Retention and use of the funds received under the CARES Act are subject to certain terms and conditions.
+Added: Department of Health and Human Services established a Provider Relief Fund.
+Added: Subsequently, the American Rescue Plan Act, or ARPA, was enacted.
+Added: Retention and use of the funds received under the CARES Act and ARPA 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.
1 unchanged sentence
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.
−Removed: Any funds not used in accordance with the terms and conditions must be returned to HHS.
+Added: Any funds not used in accordance with the terms and conditions must be returned.
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.
−Removed: 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;
+Added: During the years ended December 31, 2022, 2021 and 2020, we received $ 605 , $ 20,800 and $ 19,961 , respectively, in funds to be used to support the operations of our managed senior living communities;
we have currently determined that $ 4,327 , $ 19,554 and $ 17,485 , of such funds meet the required terms and conditions.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We have applied for additional funds that may be available under the CARES Act Provider Relief Fund;
−Removed: however, we may not receive any additional funding.
+Added: We have recognized $ 4,327 , $ 19,554 and $ 17,485 as interest and other income in our consolidated statements of comprehensive income (loss) with respect to our SHOP segment for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: As of December 31, 2022, we have recognized all funds and no amount remained in other liabilities in our consolidated balance sheet.
+Added: As of December 31, 2021 and 2020, we had not recognized $ 3,722 and $ 2,476 , respectively, of funds and included these amounts in other liabilities in our consolidated balance sheets.
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.
−Removed: We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method.
+Added: We calculate diluted earnings per common share using the more dilutive of the two class method
+Added: 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.
5 unchanged sentences
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.
−Removed: To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest
−Removed: amount that has a greater than 50% likelihood of being realized upon settlement.
+Added: To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest 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.
+Added: USE OF ESTIMATES.
+Added: Preparation of these financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes.
+Added: The actual results could differ from these estimates.
+Added: Significant estimates in the consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.
SEGMENT REPORTING.
3 unchanged sentences
See Note 12 for further information regarding our reportable operating segments.
−Removed: NEW ACCOUNTING PRONOUNCEMENTS.
−Removed: In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.
−Removed: 2016-13, Financial Instruments - Credit Losses (Topic 326):
−Removed: 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.
−Removed: 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.
−Removed: We adopted this standard on January 1, 2020 using the modified retrospective approach.
−Removed: The implementation of this standard did not have a material impact on our consolidated financial statements.
−Removed: In October 2021, the FASB issued ASU No.
−Removed: 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , or ASU No.
−Removed: 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.
−Removed: 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.
−Removed: 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.
−Removed: On October 1, 2021, we early adopted ASU No.
−Removed: The adoption of ASU No.
−Removed: 2021-08 did not have an impact on our consolidated financial statements.
−Removed: In November 2021, the FASB issued ASU No.
−Removed: 2021-10, Government Assistance (Topic 832):
−Removed: Disclosures by Business Entities about Government Assistance , or ASU No.
−Removed: 2021-10, which requires business entities to disclose government assistance accounted for by applying a grant or contribution model by analogy.
−Removed: 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.
−Removed: 2021-10 is effective for annual periods beginning after December 15, 2021, with early adoption permitted.
−Removed: On November 17, 2021, we early adopted ASU No.
−Removed: The adoption of ASU No.
−Removed: 2021-10 did not have a material impact on our consolidated financial statements.
Real Estate Investments
Our real estate properties, excluding those classified as held for sale, if any, consisted of land of $ 668,918 and buildings and improvements of $ 6,023,625 as of December 31, 2022, and land of $ 741,501 and buildings and improvements of $ 6,072,055 as of December 31, 2021.
−Removed: Accumulated depreciation was $ 1,587,573 and $ 150,234 for buildings and improvements, respectively, as of December 31, 2021;
−Removed: and $ 1,561,751 and $ 133,150 for buildings and improvements, respectively, as of December 31, 2020.
+Added: Accumulated depreciation was $ 1,640,094 and $ 188,258 for buildings and improvements, respectively, as of December 31, 2022, and $ 1,587,573 and $ 150,234 for buildings and improvements, respectively, as of December 31, 2021.
Our portfolio as of December 31, 2022 includes:
2 unchanged sentences
and 10 wellness centers with approximately 812,000 square feet of interior space plus outdoor developed facilities.
−Removed: We have accounted for our 2019 acquisitions as acquisitions of assets.
−Removed: We funded these acquisitions using cash on hand and borrowings under our revolving credit facility, unless otherwise noted.
+Added: We have accounted for our 2022 acquisition as an acquisition of assets.
+Added: We funded this acquisition using cash on hand.
Joint Venture Activities:
−Removed: As of December 31, 2021, we had an equity investment in a joint venture as follows:
+Added: As of December 31, 2022, we had equity investments in joint ventures as follows:
Joint Venture DHC Ownership DHC Carrying Value of Investment at December 31, 2022 Number of Properties Location Square Feet
−Removed: Seaport Innovation LLC 20 % $ 215,127 1 Massachusetts 1,134,479
−Removed: The following table provides a summary of the mortgage debts of this joint venture:
+Added: Seaport Innovation LLC 10 % $ 104,697 1 MA 1,134,479
+Added: The LSMD Fund REIT LLC 20 % 50,780 10 CA, MA, NY, TX, WA 1,068,763
+Added: $ 155,477 11 2,203,242
+Added: The following table provides a summary of the mortgage debts of these joint ventures:
Joint Venture Coupon Rate Maturity Date Principal Balance at December 31, 2022 (1)
Mortgage Notes Payable (secured by one property in Massachusetts) (2)
−Removed: (1) Amounts are not adjusted for our minority interest.
−Removed: 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;
−Removed: however, DHC continues to provide certain guaranties on this debt.
−Removed: 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.
+Added: 3.53 % 8/6/2026 $ 620,000
+Added: Mortgage Notes Payable (secured by nine properties in five states)
+Added: 3.46 % 2/11/2032 189,800
+Added: Mortgage Notes Payable (secured by one property in California) (3)
+Added: 5.90 % 2/9/2024 266,825
+Added: Weighted Average / Total 4.10 % $ 1,076,625
+Added: (1) Amounts are not adjusted for our minority equity interest.
+Added: (2) Following the deconsolidation in December 2021 of the net assets of the Seaport JV, we no longer include this $ 620,000 of secured debt financing in our consolidated balance sheet;
+Added: however, we continue to provide certain guaranties on this debt.
+Added: (3) The maturity date of February 9, 2024 is subject to three , one year extension options and requires interest to be paid at an annual rate based on the secured overnight financing rate, or SOFR, plus a premium of 1.90 %.
+Added: The interest rate is as of December 31, 2022.
+Added: This joint venture has also purchased an interest rate cap through February 2024 with a SOFR strike rate equal to 4.00 %.
+Added: In March 2017, we entered into the Seaport JV with an institutional investor.
The investor owned a 45 % equity interest in the joint venture, and we owned the remaining 55 % equity interest in the joint venture.
−Removed: 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.
+Added: We determined that, while we owned a 55 % equity interest in this joint venture, this joint venture was a VIE as defined under the Consolidation Topic of the Financial Accounting Standards Board 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: 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.
+Added: In December 2021, we sold an additional 35 % equity interest from our then remaining 55 % equity interest in the Seaport JV to another third party institutional investor for $ 378,000 , before closing costs and other adjustments.
+Added: Effective as of the date of the sale, we deconsolidated the net assets of this joint venture and recognized a net gain on sale of $ 461,434 related to this transaction during the year ended December 31, 2021, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).
+Added: After giving effect to the sale, we owned a 20 % equity interest in this joint venture, but determined that we were 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.
−Removed: 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.
−Removed: Pursuant to our credit agreement, the net cash proceeds to us from this transaction will be held as restricted cash.
−Removed: See Note 10 for more information regarding the use of the equity method for this joint venture.
−Removed: 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 .
−Removed: 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.
−Removed: 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.
+Added: Prior to the deconsolidation of the net assets of this joint venture, the joint venture investor's interest in this consolidated entity was reflected as noncontrolling interest in our consolidated financial statements.
+Added: In June 2022, we sold an additional 10 % equity interest from our then remaining 20 % equity interest in the Seaport JV to an existing joint venture investor for $ 108,000 , before closing costs and other adjustments.
+Added: We received net proceeds of $ 108,424 from this transaction, which included working capital prorations and formation costs.
+Added: We recognized a net loss on sale of $ 1,428 related to this transaction during the year ended December 31, 2022, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).
+Added: After giving effect to these sales, we continue to own a 10 % equity interest in this joint venture.
+Added: Our initial 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.
+Added: See Note 10 for more information regarding the valuation of our investment in this joint venture.
+Added: In January 2022, we entered into the LSMD JV with two unrelated third party institutional investors.
+Added: We sold equity interests in this joint venture to those investors for aggregate proceeds, before closing costs and other adjustments, of approximately $ 653,300 .
+Added: We deconsolidated the net assets of these properties effective as of the date of the sale and recognized a net gain on sale of $ 322,468 related to this transaction during the year ended December 31, 2022, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).
+Added: The equity interests that the investors acquired from us equaled 41 % and 39 %, respectively, of the total equity interests in the joint venture and we retained a 20 % equity interest in the joint venture.
+Added: Following the sale, we account for this joint venture using the equity method of accounting under the fair value option.
+Added: The initial investment amounts were based upon a property valuation of approximately $ 702,500 , less approximately $ 456,600 of secured debt on the properties incurred by this joint venture.
+Added: See Note 10 for more information regarding the valuation of our investment in this joint venture.
Acquisitions:
The table below represents the purchase price allocations (including net closing adjustments) of acquisitions for the years ended December 31, 2022, 2021 and 2020:
−Removed: Date Location Type of Property Number of Properties Number of Units Cash Paid
+Added: Date Location Type of Property Number of Properties Square Feet Cash Paid (1)
Land Buildings
−Removed: Improvements FF&E Acquired
−Removed: Leases / Resident Agreements Acquired
−Removed: Obligations Assumed
−Removed: Debt Premium on
+Added: Improvements Acquired
Acquisitions during the year ended December 31, 2022:
−Removed: We did not acquire any properties during the year ended December 31, 2021.
+Added: July 2022 California Life Science 1 88,508 $ 75,105 $ 15,774 $ 45,249 $ 14,082
Acquisitions during the year ended December 31, 2021:
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Acquisitions during the year ended December 31, 2020:
−Removed: December 2019 Texas IL 1 169 $ 50,506 $ 3,463 $ 44,189 $ 652 $ 2,202 $ — $ — $ —
−Removed: (1) Cash paid plus assumed debt, if any, includes closing costs.
+Added: We did not acquire any properties during the year ended December 31, 2020.
+Added: (1) Cash paid includes closing costs.
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.
1 unchanged sentence
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.
−Removed: 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.
+Added: If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future undiscounted 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.
+Added: During 2022, no impairment charges were recorded on held and used properties.
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.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 three of which we sold in February 2023, 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.
2 unchanged sentences
These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
−Removed: 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.
−Removed: These 25 senior living communities included 15 SNFs which we sold in September 2019 and eight senior living communities which we sold in 2020.
−Removed: Two of these 25 senior living communities were classified as held for sale in our consolidated balance sheet as of December 31, 2019.
−Removed: 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.
−Removed: We sold five of these medical office properties, along with the life science property, in 2019.
−Removed: The remaining 15 medical office properties were classified as held for sale in our consolidated balance sheet as of December 31, 2019.
−Removed: In 2020, we sold 10 of these 15 medical office properties classified as held for sale.
−Removed: These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
Dispositions:
−Removed: 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.
+Added: During the year ended December 31, 2022, we did not dispose of any properties, and during the years ended December 31, 2021 and 2020, we sold five and 27 properties, respectively, for aggregate sales prices of $ 104,500 and $ 152,893 , 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.
3 unchanged sentences
Dispositions during the year ended December 31, 2022:
+Added: We did not dispose of any properties during the year ended December 31, 2022.
+Added: Dispositions during the year ended December 31, 2021:
February 2021 Pennsylvania Medical Office 1 92,000 sq.
26 unchanged sentences
27 $ 152,893 $ 6,262
−Removed: Dispositions during the year ended December 31, 2019:
−Removed: February 2019
−Removed: Florida Life Science 1 60,396 sq.
−Removed: $ 2,900 $ ( 69 )
−Removed: Massachusetts Medical Office 1 4,400 sq.
−Removed: California SNF 3 278 units 21,500 15,207
−Removed: May 2019 Colorado Medical Office 1 15,647 sq.
−Removed: June 2019 Massachusetts Medical Office 7 164,121 sq.
−Removed: July 2019 Massachusetts Medical Office 3 103,484 sq.
−Removed: August 2019 Massachusetts Medical Office 1 49,357 sq.
−Removed: September 2019 (2)
−Removed: Various SNF 15 964 units 8,000 —
−Removed: September 2019 Massachusetts Medical Office 1 41,065 sq.
−Removed: October 2019 South Dakota SNF / IL 3 245 units 10,500 6,661
−Removed: October 2019 New Jersey Life Science 1 205,439 sq.
−Removed: December 2019 Georgia Medical Office 1 95,010 sq.
−Removed: 14,000 ( 63 )
−Removed: December 2019 Washington IL 1 150 units 32,500 7,618
−Removed: December 2019 Various AL 7 566 units 103,250 3,593
−Removed: 46 $ 260,783 $ 39,696
(1) Sales price excludes closing costs.
(2) These senior living communities were previously operated by Five Star.
−Removed: 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.
−Removed: 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.
+Added: As of December 31, 2022, we had one closed senior living community classified as held for sale.
As of December 31, 2021, we had no properties classified as held for sale.
−Removed: 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.
−Removed: 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.
+Added: In February 2023, we sold three closed senior living communities, including the community classified as held for sale as of December 31, 2022, for an aggregate sales price of $ 2,800 , excluding closing costs.
Investments and Capital Expenditures:
−Removed: Under our previously existing leases with Five Star, Five Star could request that we purchase certain improvements to the leased communities.
−Removed: 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.
−Removed: See Note 6 for further information regarding the 2020 Restructuring Transaction and the Transaction Agreement.
−Removed: 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.
−Removed: 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.
+Added: During 2022, we committed $ 22,911 for leasing related costs related to 0.9 million square feet of leases executed at our medical office and life science properties.
+Added: During 2021, we committed $ 97,520 for leasing related costs related to 2.6 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, 2022 and 2021 were $ 39,314 and $ 76,573 , respectively.
+Added: In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage.
+Added: We carry comprehensive property, casualty, flood and business interruption insurances that we anticipate will cover our losses at these senior living communities, subject to a deductible.
+Added: During the year ended December 31, 2022, we incurred total losses of $ 11,253 related to the property damage sustained and deductible incurred.
+Added: For the year ended December 31, 2022, we recognized a loss of $ 7,635 for the involuntary conversion of nonmonetary assets and wrote off a portion of the net book value of the damaged assets and included this amount in our consolidated statements of comprehensive income (loss).
+Added: As of December 31, 2022, we received $ 14,466 in cash from our insurance provider, and as such, we have recovered the total losses of $ 11,253 incurred during the year ended December 31, 2022.
+Added: The loss of $ 7,635 for the involuntary conversion of nonmonetary assets, recovery of those $ 7,635 in losses and the deductible of $ 3,618 are included in property operating
+Added: expenses in our consolidated statements of comprehensive income (loss).
+Added: We received $ 3,213 in cash in excess of our losses, which is included in other liabilities in our consolidated balance sheets.
We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties.
1 unchanged sentence
therefore, we have determined to evaluate our leases as lease arrangements.
+Added: Our leases provide for base rent payments and, in addition, may include variable payments.
+Added: 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.
+Added: 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 increased rental income to record revenue on a straight line basis by $ 8,916 , $ 5,846 and $ 6,069 for the years ended December 31, 2022, 2021 and 2020, respectively.
8 unchanged sentences
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.
−Removed: 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.
−Removed: The right of use asset and related lease liability are included within other assets, net and other liabilities , respectively, within our consolidated balance sheets.
+Added: The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 26,508 and $ 26,889 , respectively, as of December 31, 2022, and $ 4,153 and $ 4,352 , respectively, as of December 31, 2021.
+Added: The right of use assets and related lease liabilities 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.
2 unchanged sentences
We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan.
−Removed: 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.
+Added: During the years ended December 31, 2022, 2021 and 2020, we awarded to our officers and other employees of The RMR Group LLC, or RMR, annual share awards of 707,000 , 718,000 and 360,000 of our common shares, respectively, valued at $ 919 , $ 2,448 and $ 1,357 , 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 $ 300 ($ 43 per Trustee), 20,000 common shares with an aggregate value of $ 444 ($ 74 per Trustee) and 10,000 common shares with an aggregate value of $ 176 ($ 29 per Trustee) in 2022, 2021 and 2020, respectively.
−Removed: 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.
+Added: The values of the share awards were based
+Added: 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.
−Removed: 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.
+Added: The common shares awarded to our officers and certain other employees of RMR (in those capacities) 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.
18 unchanged sentences
We recognize forfeitures as they occur.
−Removed: 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.
+Added: During 2022, 2021 and 2020, we purchased an aggregate of 133,752 , 109,384 and 47,375 , respectively, of our common shares from certain of our Trustees and officers and certain other current and former officers and employees of RMR 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.
10 unchanged sentences
We recorded this issuance as a non-cash distribution in our consolidated financial statements.
−Removed: Senior Living Community Leases and Management Agreements
−Removed: As of December 31, 2019, we leased 166 senior living communities to Five Star.
−Removed: 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.
+Added: Senior Living Community Management Agreements
Restructuring our Business Arrangements with Five Star
5 unchanged sentences
• 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.
−Removed: Also pursuant to the Transaction Agreement:
−Removed: (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;
−Removed: 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 .
−Removed: On June 9, 2021, we amended our management arrangements with Five Star.
+Added: On June 9, 2021, we and Five Star amended our management arrangements.
The principal changes to the management arrangements included:
1 unchanged sentence
• 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;
−Removed: • 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;
−Removed: • 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;
+Added: • that Five Star is continuing to manage 119 of the 120 of our senior living communities that were included as part of the management arrangements (the management for one active adult community was terminated by mutual agreement effective October 31, 2022), 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;
+Added: • 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 earnings before interest, taxes, depreciation and amortization, or EBITDA, for the applicable period;
• 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;
−Removed: • that RMR LLC will oversee any major renovation or repositioning activities at the senior living communities that Five Star is continuing to manage;
+Added: • that RMR will oversee any major renovation or repositioning activities at the senior living communities that Five Star is continuing to manage;
• 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.
−Removed: 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.
+Added: These agreements replaced our prior master leases and management and pooling agreements with Five Star.
+Added: In addition, AlerisLife
+Added: delivered to us a related amended and restated guaranty agreement pursuant to which AlerisLife is continuing to guarantee the payment and performance of its subsidiaries' 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.
−Removed: 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.
+Added: Commencing with the calendar year 2021, Five Star may receive an annual incentive fee equal to 15 % of the amount by which the annual 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.
3 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: As a result of this assessment, we determined that AlerisLife was a VIE effective as of the date of the Transaction Agreement.
−Removed: 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.
−Removed: 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.
−Removed: We have elected to use the fair value option to account for our investment in AlerisLife.
−Removed: 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.
−Removed: The remaining senior living community was closed and we are assessing opportunities to redevelop that property.
−Removed: 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.
−Removed: We incurred and expect to continue to incur costs related to retention and other transition costs for the 107 transitioned communities.
−Removed: 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).
−Removed: The terms of the management agreements with the new third party managers are generally as follows:
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The new third party managers can also earn a construction supervision fee ranging between 3 % and 5 % of construction costs.
−Removed: 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.
−Removed: 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.
−Removed: Our Senior Living Communities Formerly Leased by Five Star.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We previously determined percentage rent due under these leases annually and recognized it when all contingencies were met, which was typically at year end.
−Removed: We recognized total rental income from Five Star of $ 137,898 (including percentage rent of $ 538 ) for the year ended December 31, 2019.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2019, Five Star was our most significant tenant.
−Removed: 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:
−Removed: As of December 31, 2019
−Removed: Gross Book Value of Real Estate Assets (1)
−Removed: Five Star (2)
−Removed: $ 2,286,951 27.2 %
−Removed: All others (3)
−Removed: 6,133,672 72.8 %
−Removed: $ 8,420,623 100.0 %
−Removed: (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.
−Removed: Five Star also managed some of our managed senior living communities as of December 31, 2019.
−Removed: 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.
−Removed: (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.
−Removed: (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.
−Removed: December 31, 2019
−Removed: Total Revenues (1)
−Removed: Five Star $ 137,898 13.3 %
−Removed: All others 902,257 86.7 %
−Removed: $ 1,040,155 100.0 %
−Removed: (1) Five Star also managed some of our managed senior living communities as of December 31, 2019.
−Removed: Our revenues of $ 433,597 for the year ended December 31, 2019, from those communities are included in the “All others” category.
+Added: In 2021, we completed the transition of 107 of the 108 senior living communities, containing 7,340 living units, from Five Star to other third party managers.
+Added: The remaining senior living community was closed in February 2022 and we are assessing opportunities to redevelop that property.
+Added: We continue to lease our senior living communities that have been transitioned to other managers to our TRSs.
+Added: We incurred costs related to retention and other transition costs for these communities.
+Added: We recorded $ 2,096 and $ 17,363 for the years ended December 31, 2022 and 2021, respectively, of these costs to acquisition and certain other transaction related costs in our consolidated statements of comprehensive income (loss).
Our Senior Living Communities Managed by Five Star.
−Removed: Five Star managed 120 , 235 and 78 senior living communities for our account as of December 31, 2021, 2020 and 2019, respectively.
+Added: Five Star managed 119 , 120 and 235 of our senior living communities as of December 31, 2022, 2021 and 2020, 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.
+Added: Effective October 31, 2022, Five Star ceased managing an active adult community we own located in Plano, TX, and RMR assumed management of that community pursuant to our property management agreement with RMR.
+Added: We paid Five Star a termination fee of $ 350 in connection with the termination of Five Star's management of this community.
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 $ 37,037 , $ 47,479 and $ 62,880 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: 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.
+Added: For the years ended December 31, 2022, 2021 and 2020, $ 33,737 , $ 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 $ 3,300 , $ 3,615 and $ 2,467 , respectively, were capitalized in our consolidated balance sheets.
+Added: The amounts capitalized 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: We incurred fees of $ 6,289 , $ 11,233 and $ 25,687 for the years ended December 31, 2022, 2021 and 2020, respectively, with respect to rehabilitation services Five Star provided at our senior living communities that are payable by us.
These amounts are included in property operating expenses in our consolidated statements of comprehensive income (loss).
1 unchanged sentence
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.
−Removed: 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.
+Added: 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
+Added: 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.
5 unchanged sentences
See Note 3 for further information regarding these sales.
−Removed: 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.
−Removed: We recorded $ 1,591 and $ 1,561 for the years ended December 31, 2021 and 2020, respectively, with respect to these leases.
−Removed: The following table presents residents fees and services revenue from our managed senior living communities disaggregated by the type of contract and payer:
+Added: Our Senior Living Communities Managed by Other Third Party Managers.
+Added: As of December 31, 2022 and 2021, respectively, our other third party managers managed 111 and 107 of our senior living communities.
+Added: The terms of the management agreements with the other third party managers are generally as follows:
+Added: the other 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.
+Added: These agreements generally also provide for the other third party managers to earn a minimum base fee for a portion of the term of the agreement.
+Added: Additionally, the other 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.
+Added: The other third party managers can also earn a construction supervision fee ranging between 3 % and 5 % of construction costs.
+Added: The initial terms of the management agreements with the other 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.
+Added: The management agreements with the other 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.
+Added: We incurred management fees payable to our other third party managers of $ 20,739 and $ 6,239 for the years ended December 31, 2022 and 2021, respectively.
+Added: These amounts are included in property operating expenses in our consolidated financial statements.
+Added: The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:
Year Ended December 31,
5 unchanged sentences
Total residents fees and services $ 1,022,826 $ 974,623 $ 1,204,811
−Removed: Business and Property Management Agreements with RMR LLC
+Added: Business and Property Management Agreements with RMR
We have no employees.
−Removed: The personnel and various services we require to operate our business are provided to us by RMR LLC.
−Removed: We have two agreements with RMR LLC to provide management services to us:
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: On December 23, 2021, we sold a 35 % equity interest in that joint venture to another third party global institutional investor.
−Removed: 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.
−Removed: 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.
−Removed: See Note 3 for further information regarding this sale and Note 8 for further information regarding our relationship, agreements and transactions with RMR LLC.
−Removed: Management Agreements with RMR LLC.
−Removed: 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:
+Added: The personnel and various services we require to operate our business are provided to us by RMR.
+Added: We have two agreements with RMR to provide management services to us:
+Added: (1) a business management agreement, which relates to our business generally;
+Added: and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time.
+Added: See Note 8 for further information regarding our relationship, agreements and transactions with RMR.
+Added: Management Agreements with RMR.
+Added: Our management agreements with RMR 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 .
−Removed: The annual base management fee payable to RMR LLC by us for each applicable period is equal to the lesser of:
+Added: The annual base management fee payable to RMR 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 ;
2 unchanged sentences
• Incentive Management Fee .
−Removed: The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:
+Added: The incentive management fee which may be earned by RMR 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:
1 unchanged sentence
◦ 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.
−Removed: 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.
−Removed: Pursuant to the amendment, for periods beginning on and after August 1, 2021, the MSCI U.S.
−Removed: REIT/Health Care REIT Index replaced the discontinued SNL U.S.
−Removed: 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.
−Removed: For periods prior to August 1, 2021, the SNL U.S.
−Removed: REIT Healthcare Index continued to be used.
−Removed: Accordingly, the calculation of incentive management fees for the next two measurement periods will continue to use the SNL U.S.
−Removed: REIT Healthcare Index in calculating the benchmark returns for periods through July 31, 2021.
−Removed: This change of index was due to S&P Global ceasing to publish the SNL U.S.
−Removed: REIT Healthcare Index.
+Added: The MSCI U.S.
+Added: REIT/Health Care REIT Index is the benchmark index for periods on or after August 1, 2021, and the SNL U.S.
+Added: REIT Healthcare Index is the benchmark index for periods prior to August 1, 2021.
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.
3 unchanged sentences
◦ 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.
−Removed: 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).
+Added: In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return
+Added: 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.
+Added: 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.
−Removed: ◦ 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.
−Removed: 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.
−Removed: The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of
−Removed: comprehensive income (loss) for these periods.
−Removed: 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.
−Removed: 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.
−Removed: We did not recognize an incentive management fee payable to RMR LLC for the years ended December 31, 2021, 2020 or 2019.
+Added: ◦ Incentive management fees we paid to RMR 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 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.
+Added: Pursuant to our business management agreement with RMR, we recognized net business management fees of $ 16,646 , $ 23,378 and $ 20,629 for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods.
+Added: The net business management fees we recognized for the years ended December 31, 2022, 2021 and 2020 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.
+Added: We did not recognize an incentive management fee payable to RMR for the years ended December 31, 2022, 2021 or 2020.
• Property Management and Construction Supervision Fees .
−Removed: 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.
−Removed: 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.
+Added: The property management fees payable to RMR by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0 % of construction costs.
+Added: In connection with our entry into the Master Management Agreement, on June 9, 2021, we and RMR amended our property management agreement to, among other things, provide for RMR'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 receives 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 $ 10,329 , $ 12,504 and $ 13,802 for the years ended December 31, 2022, 2021 and 2020, respectively.
The net property management and construction supervision fees we recognized for the years ended December 31, 2022, 2021 and 2020 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.
−Removed: 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.
+Added: For the years ended December 31, 2022, 2021 and 2020, $ 5,657 , $ 9,684 and $ 10,084 , respectively, of the total property management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 4,672 , $ 2,820 and $ 3,718 , respectively, were capitalized as building improvements in our consolidated balance sheets.
+Added: The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.
Expense Reimbursement .
−Removed: We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf.
−Removed: 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.
−Removed: Our Audit Committee appoints our Director of Internal Audit and our Compensation Committee approves the costs of our internal audit function.
−Removed: 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.
−Removed: 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.
+Added: We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR on our behalf.
+Added: We are generally not responsible for payment of RMR's employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR's employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR's centralized accounting personnel, our share of RMR's costs for providing our internal audit function, or as otherwise agreed.
+Added: Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR.
+Added: We reimbursed RMR $ 12,901 , $ 13,161 and $ 13,805 for these expenses and costs for the years ended December 31, 2022, 2021 and 2020, 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.
−Removed: 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.
+Added: Our management agreements with RMR have terms that end on December 31, 2042, 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 .
−Removed: We have the right to terminate one or both of our management agreements with RMR LLC:
−Removed: (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.
−Removed: RMR LLC has the right to terminate the management agreements for good reason, as defined therein.
+Added: We have the right to terminate one or both of our management agreements with RMR:
+Added: (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, as defined therein.
+Added: RMR has the right to terminate the management agreements for good reason, as defined therein.
Termination Fee.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR 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.
+Added: If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination.
+Added: We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR.
Transition Services.
−Removed: 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
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially 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.
+Added: Pursuant to our management agreements with RMR, RMR 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.
+Added: As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.
Investment Opportunities .
−Removed: 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.
+Added: Under our business management agreement with RMR, we acknowledge that RMR 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.
+Added: Management Agreements between our Joint Ventures and RMR.
+Added: We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV.
+Added: We own a 10 % equity interest in the Seaport JV and a 20 % equity interest in the LSMD JV;
+Added: from January 2022 until June 28, 2022, we owned a 20 % equity interest in the Seaport JV.
+Added: We initially entered into the Seaport JV in March 2017, and we entered into the LSMD JV in January 2022.
+Added: RMR provides management services to both of these joint ventures.
+Added: Our joint ventures are not our consolidated subsidiaries and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures.
+Added: Prior to December 23, 2021, the Seaport JV was our consolidated subsidiary and, as such, we were previously obligated to pay management fees to RMR under our management agreements with RMR for the services it provided that joint venture;
+Added: however, that joint venture paid management fees directly to RMR, and those fees were credited against the fees payable by us to RMR.
+Added: In addition, we wholly owned the 10 medical office and life science properties included in the LSMD JV until the contribution of these properties to the LSMD JV in January 2022, and we paid management fees to RMR for the management services it provided to us for those properties until the contribution of those properties to the LSMD JV.
Related Person Transactions
−Removed: We have relationships and historical and continuing transactions with AlerisLife (including Five Star), RMR LLC, RMR Inc.
−Removed: 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.
−Removed: is the managing member of RMR LLC.
−Removed: The Chair of our Board and one of our Managing Trustees, Adam D.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Certain of AlerisLife's officers are officers and employees of RMR LLC.
−Removed: 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.
+Added: We have relationships and historical and continuing transactions with AlerisLife (including Five Star), RMR, RMR Inc.
+Added: and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers.
+Added: is the managing member of RMR.
+Added: The Chair of our Board of Trustees and one of our Managing Trustees, Adam D.
+Added: Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., is chair of the board, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and the chair of the board and a managing director of AlerisLife.
+Added: 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.
+Added: 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, an officer of ABP Trust and a managing director and secretary of AlerisLife.
+Added: Certain of AlerisLife's officers are officers and employees of RMR.
+Added: Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR 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.
−Removed: Other officers of RMR LLC, including Ms.
+Added: Other officers of RMR, including Ms.
Clark and certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.
−Removed: In addition, officers of RMR LLC and RMR Inc.
−Removed: serve as our officers and officers of other companies to which RMR LLC or its subsidiaries provide management services.
+Added: In addition, officers of RMR and RMR Inc.
+Added: serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services.
We are currently AlerisLife's largest stockholder.
As of December 31, 2022, we owned 10,691,658 of AlerisLife's common shares, or approximately 31.9 % of AlerisLife's outstanding common shares.
−Removed: As of December 31, 2019, Five Star was our largest tenant and the manager of our managed senior living communities.
+Added: Five Star is an operating division of AlerisLife.
Five Star manages certain of the senior living communities we own pursuant to the Master Management Agreement.
−Removed: RMR LLC provides management services to both us and Five Star.
−Removed: Five Star participates in our property insurance program for the senior living communities Five Star owns and leases.
−Removed: 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.
+Added: RMR provides management services to both us and AlerisLife.
+Added: AlerisLife participates in our property insurance program for the senior living communities AlerisLife owns.
+Added: The premiums AlerisLife 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, 2022, ABP Acquisition LLC, a subsidiary of ABP Trust, the controlling shareholder of RMR Inc., together with ABP Trust, owned approximately 6.1 % of AlerisLife's outstanding common shares.
−Removed: 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.
+Added: In February 2023, ABP Acquisition 2 LLC, a subsidiary of ABP Trust, made a tender offer to purchase all of the common shares of AlerisLife, including the 10,691,658 AlerisLife common shares that we own.
+Added: We have agreed to tender all of our AlerisLife shares at a tender offer price of $ 1.31 per share.
+Added: Additionally, we consented, in connection with the tender offer, for AlerisLife to waive the share ownership restrictions set forth in its charter with respect to ABP Acquisition LLC, ABP Acquisition 2 LLC, and certain related persons that prohibit any person or group from acquiring more than 9.8 % of the outstanding shares of any class of AlerisLife's stock.
+Added: We maintain the right, but not the obligation, to purchase, in a single private transaction, on or before December 21, 2023, a number of shares of common stock of the surviving entity constituting a percentage up to 31.9 % of the then issued and outstanding shares of the common stock of the surviving entity based on the tender offer price.
+Added: 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.
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.
3 unchanged sentences
• 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;
−Removed: • 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.
+Added: • so long as Five Star is our tenant or manager or has a business management agreement with RMR, 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 without first giving us or such company managed by RMR, 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).
−Removed: Our Manager, RMR LLC.
−Removed: We have two agreements with RMR LLC to provide management services to us:
−Removed: (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.
−Removed: See Note 7 for further information regarding our management agreements with RMR LLC.
−Removed: Leases with RMR LLC .
−Removed: We lease office space to RMR LLC in certain of our properties for RMR LLC's property management offices.
−Removed: 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.
−Removed: Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated.
−Removed: Share Awards to RMR LLC Employees.
−Removed: As described in Note 5, we award shares to our officers and other employees of RMR LLC annually.
+Added: Our Manager, RMR.
+Added: We have two agreements with RMR to provide management services to us:
+Added: (1) a business management agreement, which relates to our business generally;
+Added: and (2) a property management agreement, which relates to the
+Added: property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time.
+Added: See Note 7 for further information regarding our management agreements with RMR.
+Added: Our Joint Ventures .
+Added: As of December 31, 2022, in connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs of $ 8,715 that were payable by that joint venture.
+Added: Those costs are included in other assets, net, in our consolidated balance sheet.
+Added: RMR provides management services to each of the Seaport JV and the LSMD JV.
+Added: See Note 7 for further information regarding those management agreements with RMR.
+Added: Leases with RMR .
+Added: We lease office space to RMR in certain of our properties for RMR's property management offices.
+Added: We recognized rental income from RMR for leased office space of $ 303 , $ 190 and $ 163 for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated.
+Added: Share Awards to RMR Employees.
+Added: As described in Note 5, we award shares to our officers and other employees of RMR 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR.
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.
−Removed: On July 1, 2019, we sold all of the 2,637,408 shares of class A common stock of RMR Inc.
−Removed: 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.
−Removed: in the offering, and the underwriters named therein.
−Removed: We received net proceeds of $ 98,557 from this sale, after deducting the underwriting discounts and commissions and other offering expenses.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2020 and 2019, our investment in AIC had a carrying value of $ 11 and $ 298 , respectively.
−Removed: These amounts are included in other assets in our consolidated balance sheets.
−Removed: We recognized income of $ 400 related to our investment in AIC for the year ended December 31, 2019.
−Removed: These amounts are presented as equity in earnings of an investee in our consolidated statements of comprehensive income (loss).
−Removed: 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.
At December 31, 2022 and 2021, our outstanding indebtedness consisted of the following:
Principal Balance as of December 31,
−Removed: Floating Rate Debt (1)
−Removed: Maturity 2021 2020
−Removed: Revolving credit facility (2)
+Added: Floating Rate Debt Maturity 2022 2021
+Added: Credit facility (1)(2)(3)
January 2024 $ 700,000 $ 800,000
−Removed: Term loan September 2022 — 200,000
Total floating rate debt $ 700,000 $ 800,000
−Removed: (1) As of December 31, 2021 and 2020, the unamortized net debt issuance costs on certain of these debts were $ 0 and $ 951 , respectively.
−Removed: (2) Outstanding borrowings under our revolving credit facility.
−Removed: In February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024.
+Added: (1) In February 2022, we exercised our option to extend the maturity date of our credit facility by one year to January 2024.
+Added: (2) In January 2023, pursuant to the terms of our credit agreement, we repaid $ 113,627 in outstanding borrowings under our credit facility and the facility commitments were reduced to $ 586,373 .
+Added: (3) In February 2023, we and our lenders amended our credit agreement to, among other things, extend the waiver of the fixed charge coverage ratio covenant through January 15, 2024 and reduce our credit facility commitments to $ 450,000 following our repayment of $ 136,373 in outstanding borrowings.
December 31, 2022 December 31, 2021
4 unchanged sentences
Amount Unamortized
−Removed: Senior unsecured notes 6.750 % December 2021 $ — $ — $ 300,000 $ 490
Senior unsecured notes 4.750 % May 2024 $ 250,000 105 $ 250,000 $ 184
−Removed: Senior unsecured notes 9.750 % June 2025 1,000,000 — 1,000,000 —
+Added: Senior unsecured notes (2)
+Added: 9.750 % June 2025 500,000 — 1,000,000 —
Senior unsecured notes 4.750 % February 2028 500,000 4,325 500,000 5,169
−Removed: Senior unsecured notes 4.375 % March 2031 500,000 — — —
+Added: Senior unsecured notes (2)
+Added: 4.375 % March 2031 500,000 — 500,000 —
Senior unsecured notes 5.625 % August 2042 350,000 — 350,000 —
2 unchanged sentences
(1) As of December 31, 2022 and 2021, the unamortized net debt issuance costs on certain of these notes were $ 27,870 and $ 37,836 , respectively.
+Added: (2) These notes are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement.
+Added: The notes and the guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and
+Added: are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.
Principal Balance as of
9 unchanged sentences
Mortgage note 14,732 15,204 6.64 % June 2023 1 24,645 24,593
−Removed: Mortgage notes (2)
−Removed: — 620,000 3.53 % August 2026 — — 705,096
Mortgage note 9,997 10,240 4.44 % July 2043 1 13,234 13,387
4 unchanged sentences
As of December 31, 2022 and 2021, the unamortized net premiums and debt issuance costs on certain of these mortgages were $( 109 ) and $( 578 ), respectively.
−Removed: (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.
−Removed: As of December 31, 2020, this property was consolidated into our financial statements.
−Removed: See Note 3 for further information regarding this joint venture.
−Removed: As of December 31, 2021, we had a $ 800,000 revolving credit facility that was available for general business purposes.
−Removed: As of December 31, 2021, the maturity date of our revolving credit facility was January 2023.
−Removed: In February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024.
−Removed: Our revolving
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The interest rate premium and facility fee are each subject to adjustment based upon changes to our credit ratings.
−Removed: 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.
−Removed: As of December 31, 2021 and February 21, 2022, we were fully drawn under our revolving credit facility.
−Removed: 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.
+Added: As of December 31, 2022, we had a $ 700,000 credit facility that was available for general business purposes.
+Added: As of December 31, 2022, our credit facility required interest to be paid on borrowings at the annual rate of 6.9 %, plus a facility fee of 30 basis points per annum on the total amount of lending commitments under the facility.
+Added: The weighted average annual interest rates for borrowings under our credit facility were 4.5 %, 2.9 % and 2.2 % for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: On March 31, 2021, we borrowed $ 800,000 under our credit facility as a precautionary measure to increase our cash position and preserve financial flexibility in light of uncertainties related to the COVID-19 pandemic.
+Added: As of December 31, 2022 and February 24, 2023, we were fully drawn under our credit facility.
+Added: In January 2021, we and our lenders amended the agreements governing our credit facility and our $ 200,000 term loan, or collectively, our credit and term loan agreements, in order to provide us with certain flexibility in light of uncertainties related to the COVID-19 pandemic.
Pursuant to the amendments:
−Removed: • 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;
−Removed: • 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;
−Removed: • 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;
+Added: • certain of the financial covenants under our credit and term loan agreements, including covenants that require us to maintain certain financial ratios, were waived through June 2022;
+Added: • the credit facility commitments were 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;
+Added: • we pledged certain equity interests of subsidiaries owning properties to secure our obligations under our credit and term loan agreements and agreed to provide, and as of December 2022 had provided, first mortgage liens on 61 medical office and life science properties with an aggregate gross book value of real estate assets of $ 1,002,319 as of December 31, 2022 to secure our obligations, which pledges and/or mortgage liens may be removed or new ones may be added 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 term loan in February 2021, and are restricted in our ability to acquire real property as defined in our credit agreement;
−Removed: • the interest rate premium over LIBOR under our revolving credit facility and our previously existing $ 200,000 term loan increased by 30 basis points;
−Removed: • 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;
−Removed: • 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.
+Added: • the interest rate premium over LIBOR under our credit facility and our previously existing $ 200,000 term loan increased by 30 basis points;
+Added: • certain financial 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 remained in place through June 2022;
+Added: • 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 credit facility.
In September 2021, we and our lenders further amended our credit agreement.
−Removed: 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.
+Added: Among other things, the amendment set forth the mechanics for establishing a replacement benchmark rate under our credit agreement at such time as LIBOR would no longer be 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:
−Removed: • the waiver of the fixed charge coverage ratio covenant included in our credit agreement has been extended through December 31, 2022;
−Removed: • the revolving credit facility commitments have been reduced from $ 800,000 to $ 700,000 following our repayment of $ 100,000 ;
+Added: • the waiver of the fixed charge coverage ratio covenant included in our credit agreement was extended through December 31, 2022;
+Added: • the facility commitments were 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;
−Removed: • the interest rate premium under our revolving credit facility increased by 15 basis points;
−Removed: • 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.
−Removed: Also in February 2022, we exercised our option to extend the maturity date of our revolving credit facility by one year to January 2024.
−Removed: 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.
−Removed: 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 .
−Removed: We funded this redemption with cash on hand and borrowings under our revolving credit facility.
−Removed: 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 %.
−Removed: As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 17 for the year ended December 31, 2019.
−Removed: We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
−Removed: 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.
−Removed: The weighted average annual interest rate for amounts outstanding under this term loan was 2.9 % for the year ended December 31, 2019.
−Removed: 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.
−Removed: As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 27 for the year ended December 31, 2019.
−Removed: 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 %.
−Removed: As a result of this prepayment, we recorded a loss on early extinguishment of debt of $ 246 for the year ended December 31, 2020.
−Removed: We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
−Removed: 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 .
−Removed: We funded this redemption with cash on hand and borrowings under our revolving credit facility.
−Removed: 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 %.
−Removed: 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.
−Removed: We prepaid this mortgage using cash on hand and borrowings under our revolving credit facility.
−Removed: 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.
−Removed: These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: • the interest rate premium under our credit facility increased by 15 basis points;
+Added: • certain financial 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 remained in place through December 31, 2022.
+Added: In February 2022, we exercised our option to extend the maturity date of our credit facility by one year to January 2024.
+Added: In January 2023, pursuant to the terms of our credit agreement, we repaid $ 113,627 in outstanding borrowings under our credit facility and the facility commitments were reduced to $ 586,373 .
+Added: In February 2023, we and our lenders further amended our credit agreement.
+Added: Pursuant to the amendment:
+Added: • the waiver of the fixed charge coverage ratio covenant has been extended through the maturity date of our credit facility in January 2024;
+Added: • the minimum liquidity requirement was decreased from $ 200,000 to $ 100,000 ;
+Added: • the facility commitments have been reduced from $ 586,373 to $ 450,000 ;
+Added: • the feature of our credit facility permitting us to repay and reborrow funds was eliminated;
+Added: • we continue to 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 the credit agreement;
+Added: • SOFR was established as the replacement benchmark rate in place of LIBOR to calculate interest payable on amounts outstanding under our credit facility, and the interest rate premium under our credit facility was increased by 40 basis points;
+Added: • we are required to repay outstanding amounts under the credit facility with excess cash flow, and certain financial 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) will remain in place through the maturity date of our credit facility.
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.
−Removed: We used the net proceeds
−Removed: from this offering to prepay in full in February 2021 our $ 200,000 term loan which was scheduled to mature in September 2022.
+Added: We used the net proceeds 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.
−Removed: 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.
+Added: In June 2021, we used the remaining net proceeds from this offering and cash on hand to redeem all of our
+Added: 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.
+Added: In April 2022, we prepaid a mortgage note secured by one of our medical office properties with an outstanding principal balance of approximately $ 10,934 , a maturity date in July 2022 and an annual interest rate of 6.28 %, using cash on hand.
+Added: In June 2022, we redeemed $ 500,000 of our outstanding 9.75 % senior notes due 2025 for a redemption price equal to 104.875 % of the $ 500,000 principal amount of the notes being redeemed plus accrued and unpaid interest of $ 1,083 , using restricted cash on hand.
+Added: As a result of this redemption, we recorded a loss on early extinguishment of debt of $ 29,576 for the year ended December 31, 2022.
+Added: In July 2022, we prepaid a mortgage note secured by two of our senior living communities with an outstanding principal balance of approximately $ 15,273 , a maturity date in October 2022 and an annual interest rate of 5.75 %, using cash on hand.
+Added: In October 2022, we repaid a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $ 10,287 , a maturity date in October 2022 and an annual interest rate of 4.85 %, using cash on hand.
Interest on our senior unsecured notes are payable either semi-annually or quarterly in arrears;
3 unchanged sentences
We include amortization of finance lease assets in depreciation and amortization expense.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We are currently unable to incur additional debt because this ratio is below 1.5 x on a pro forma basis.
−Removed: 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.
−Removed: 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.
−Removed: Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions.
−Removed: 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.
−Removed: Required principal payments on our outstanding debt as of December 31, 2021, are as follows:
+Added: Our credit agreement and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts outstanding 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 ceasing to act as our business and property manager.
+Added: Our senior unsecured notes indentures and their supplements and our credit agreement also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios, and our credit agreement contains covenants that restrict our ability to make distributions to our shareholders in certain circumstances.
+Added: As of December 31, 2022, our ratio of consolidated income available for debt service to debt service was below the 1.5 x incurrence requirement under our credit agreement and our public debt covenants as the effects of the slow recovery of our SHOP business from the COVID-19 pandemic, high inflation, rising interest rates, geopolitical risks and other economic, market and industry conditions continued to adversely impact our operations.
+Added: We are unable to incur additional debt until this ratio is at or above 1.5 x on a pro forma basis.
+Added: As of December 31, 2022, we believe we were in compliance with all of the other covenants under our senior unsecured notes indentures and their supplements, our credit agreement and our other debt obligations, subject to the waivers described above.
+Added: 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 high inflation, rising or sustained high interest rates, geopolitical risks or other economic, market or industry conditions, including downturns or recessions, may cause increased pressure on our ability to satisfy financial and other covenants.
+Added: If our operating results and financial condition are significantly negatively impacted by the economic conditions or otherwise, we may fail to satisfy covenants and conditions under our credit agreement or fail to satisfy our public debt covenants.
+Added: Further, if we believe we will not be able to satisfy our financial or other covenants, we expect that we would seek waivers or amendments prior to any covenant violation or seek other financing alternatives, which may lead to increased costs and interest rates, additional restrictive covenants or other lender protections.
+Added: We cannot assure that we would be able to obtain these waivers or amendments or repay the related debt facilities when due, which may result in an event of default under the agreements governing our debt or the potential acceleration of our outstanding debt.
+Added: Required principal payments on our outstanding debt as of December 31, 2022, were as follows:
Year Principal Payment
2023 $ 266,413
−Removed: 2025 1,002,001
Thereafter 1,608,614 (1)
4 unchanged sentences
As of December 31, 2021
−Removed: Description Carrying Amount Fair Value Carrying Amount Fair Value
−Removed: Recurring Fair Value Measurement Assets:
+Added: Description Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
+Added: Recurring Fair Value Measurements Assets:
Investment in AlerisLife (Level 1) (1)
2 unchanged sentences
$ 104,697 $ 104,697 $ 215,127 $ 215,127
+Added: Investment in unconsolidated joint venture (Level 3) (3)
+Added: $ 50,780 $ 50,780 $ — $ —
(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).
−Removed: 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.
+Added: During the years ended December 31, 2022 and 2021, we recorded unrealized losses of $ 25,660 and $ 42,232 , 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.
−Removed: (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).
−Removed: 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.
−Removed: 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.
+Added: (2) The 10 % equity interest we own in the Seaport JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs).
+Added: The significant unobservable inputs used in the fair value analysis are a discount rate of 7.00 %, an exit capitalization rate of 6.00 %, a holding period of approximately 10 years and market rents.
+Added: The assumptions made in the fair value analysis are based on the location, type and nature of the property, and current and anticipated market conditions, which are derived from appraisers.
See Note 3 for further information regarding this joint venture.
−Removed: 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.
+Added: (3) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs).
+Added: The significant unobservable inputs used in the fair value analysis are discount rates of between 6.00 % and 7.50 %, exit capitalization rates of between 4.50 % and 6.50 %, holding periods of approximately 10 years and market rents.
+Added: The assumptions we made in the fair value analysis are based on the location, type and nature of each property, and current and anticipated market conditions, which are derived from appraisers.
+Added: See Note 3 for further information regarding this joint venture.
+Added: In addition to the assets described in the table above, our financial instruments at December 31, 2022 and December 31, 2021 included cash and cash equivalents, restricted cash, certain other assets, our credit facility, senior unsecured notes, secured debt and finance leases and certain 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:
15 unchanged sentences
243,338 115,300 243,051 226,500
−Removed: Senior unsecured notes, 6.250 % coupon rate, due 2046
−Removed: 243,051 226,500 242,762 245,000
Secured debts (2)
4 unchanged sentences
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.
−Removed: 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.
−Removed: 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).
+Added: 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, 2022 and 2021.
+Added: 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, 2022 and 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).
1 unchanged sentence
Noncontrolling Interest
−Removed: 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.
+Added: In March 2017, we entered into the Seaport JV.
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;
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: we therefore consolidated the results of this joint venture in our financial statements.
+Added: In December 2021, we sold an additional 35 % equity interest in the Seaport JV to another third party institutional investor.
+Added: After giving effect to the sale, we owned a 20 % equity interest in this joint venture, but determined that we are no longer the primary beneficiary.
+Added: Effective as of the date of the sale, we deconsolidated these properties and accounted for this joint venture using the equity method of accounting under the fair value option.
+Added: In June 2022, we sold an additional 10 % equity interest from our then remaining 20 % equity interest in this joint venture to an existing joint venture investor and continue to 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 and $ 5,146 for the years ended December 31, 2021 and 2020, respectively, is reported as a noncontrolling interest in our consolidated statements of comprehensive income (loss).
−Removed: 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.
+Added: This joint venture made aggregate cash distributions to the other joint venture investor of $ 22,348 and $ 22,292 for the years ended December 31, 2021 and 2020, respectively, which are reflected as a decrease in total equity attributable to noncontrolling interest in our consolidated statements of shareholders' equity.
Segment Reporting
−Removed: In connection with the 2020 Restructuring Transaction, we determined to redefine our reportable segments to better reflect our current operating environment.
−Removed: As of December 31, 2021, we operate in, and report financial information for, the following two segments:
+Added: We operate in, and report financial information for, the following two segments:
Office Portfolio and SHOP.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: Prior periods have been recast to reflect these reportable segments for all periods presented.
−Removed: 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.
+Added: We also report “non-segment” operations, consisting of triple net leased senior living communities and wellness centers that are leased to third party operators from which we receive rents, 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.
For the Year Ended December 31, 2022
8 unchanged sentences
Acquisition and certain other transaction related costs — — 2,605 2,605
−Removed: Impairment of assets — ( 174 ) — ( 174 )
Total expenses 170,306 1,166,030 41,054 1,377,390
3 unchanged sentences
Interest expense ( 913 ) ( 1,534 ) ( 206,936 ) ( 209,383 )
−Removed: Loss on early extinguishment of debt — — ( 2,410 ) ( 2,410 )
−Removed: Income (loss) from continuing operations before income tax expense 581,247 ( 104,081 ) ( 295,810 ) 181,356
+Added: Gain (loss) on modification or early extinguishment of debt 16 — ( 30,059 ) ( 30,043 )
+Added: Income (loss) from continuing operations before income tax expense and equity in net earnings of investees 372,227 ( 139,589 ) ( 253,757 ) ( 21,119 )
Income tax expense — — ( 710 ) ( 710 )
+Added: Equity in net earnings of investees 6,055 — — 6,055
Net income (loss) $ 378,282 $ ( 139,589 ) $ ( 254,467 ) $ ( 15,774 )
−Removed: Net income attributable to noncontrolling interest ( 5,411 ) — — ( 5,411 )
−Removed: Net income (loss) attributable to common shareholders $ 575,836 $ ( 104,081 ) $ ( 297,240 ) $ 174,515
As of December 31, 2022
12 unchanged sentences
Total expenses 254,945 1,096,369 63,048 1,414,362
−Removed: Gain (loss) on sale of properties 2,597 ( 627 ) 4,517 6,487
−Removed: Gains on equity securities, net — — 34,106 34,106
+Added: Gain on sale of properties 492,072 200 — 492,272
+Added: 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 )
−Removed: Gain on lease termination — — 22,896 22,896
−Removed: Loss on early extinguishment of debt ( 401 ) — ( 26 ) ( 427 )
+Added: Loss on modification or 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
17 unchanged sentences
Total expenses 267,635 1,334,139 43,109 1,644,883
−Removed: Gain on sale of properties 6,617 15,207 17,872 39,696
−Removed: Dividend income — — 1,846 1,846
−Removed: Losses on equity securities, net — — ( 41,898 ) ( 41,898 )
+Added: Gain (loss) on sale of properties 2,597 ( 627 ) 4,517 6,487
+Added: 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 )
−Removed: Loss on early extinguishment of debt — ( 17 ) ( 27 ) ( 44 )
−Removed: Income (loss) from continuing operations before income tax expense and equity in earnings of an investee 74,240 28,446 ( 185,528 ) ( 82,842 )
+Added: Gain on lease termination — — 22,896 22,896
+Added: Loss on modification or early extinguishment of debt ( 401 ) — ( 26 ) ( 427 )
+Added: Income (loss) from continuing operations before income tax expense 93,738 ( 114,693 ) ( 112,102 ) ( 133,057 )
Income tax expense — — ( 1,250 ) ( 1,250 )
−Removed: Equity in earnings of an investee — — 400 400
Net income (loss) 93,738 ( 114,693 ) ( 113,352 ) ( 134,307 )
23 unchanged sentences
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.
−Removed: Significant components of our deferred tax assets and liabilities are as follows:
+Added: Significant components of our deferred tax assets and liabilities were as follows:
For the Year Ended December 31,
14 unchanged sentences
Income tax years subsequent to 2018 may be open to examination in some of the income tax jurisdictions in which we operate.
−Removed: Weighted Average Common Shares
−Removed: 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):
−Removed: Year Ended December 31,
−Removed: 2021 2020 2019
−Removed: Weighted average common shares for basic earnings per share 237,967 237,739 237,604
−Removed: Effect of dilutive securities:
−Removed: restricted share awards — — —
−Removed: Weighted average common shares for diluted earnings per share (1)
−Removed: 237,967 237,739 237,604
−Removed: (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.
+Added: Weighted Average Common Shares (share amounts in thousands)
+Added: We calculate basic earnings per common share using the two class method.
+Added: We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method.
+Added: Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.
+Added: For purposes of calculating diluted earnings per share, we did not include 927 of unvested share awards for the year ended December 31, 2022 because to do so would have been antidilutive.
DIVERSIFIED HEALTHCARE TRUST
39 unchanged sentences
5000 Marina Boulevard Brisbane CA — 7,957 13,430 745 — — 7,957 14,175 22,132 1,958 11/14/2017 2000
−Removed: 5770 Armada Drive (5)
−Removed: Carlsbad CA 10,479 3,875 18,543 — — — 3,875 18,543 22,418 3,207 1/29/2015 1997
+Added: 5770 Armada Drive Carlsbad CA — 3,875 18,543 — — — 3,875 18,543 22,418 3,670 1/29/2015 1997
1350 South El Camino Real Encinitas CA — 1,510 18,042 3,351 — ( 53 ) 1,517 21,333 22,850 7,091 3/31/2008 1999
+Added: 47071 Bayside Parkway Fremont CA — 15,774 45,249 3,717 — — 15,774 48,966 64,740 645 7/27/2022 1991
47201 Lakeview Boulevard Fremont CA — 3,200 10,177 57 — — 3,200 10,234 13,434 2,884 9/30/2011 1990
47211/47215 Lakeview Boulevard Fremont CA — 3,750 12,656 3,732 — — 3,750 16,388 20,138 4,078 9/30/2011 1985
−Removed: 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 3,021 12/28/1990 1963
6075 North Marks Avenue Fresno CA — 880 12,751 1,625 — — 889 14,367 15,256 5,025 3/31/2008 1996
−Removed: 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
−Removed: 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
+Added: 1319 Brookside Avenue Redlands CA — 1,770 9,982 2,080 — — 1,770 12,062 13,832 4,087 3/31/2008 1999
+Added: 110 Sterling Court Roseville CA — 1,620 10,262 3,068 — — 1,620 13,330 14,950 4,376 3/31/2008 1998
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 1319 Brookside Avenue Redlands CA — 1,770 9,982 1,361 — — 1,770 11,343 13,113 3,640 3/31/2008 1999
−Removed: 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 25,534 — ( 7,115 ) 9,180 72,285 81,465 32,028 1/11/2002 1987
2 unchanged sentences
3050 Science Park San Diego CA — 1,508 28,753 35,093 — — 1,508 63,846 65,354 11,505 8/6/2009 1986
−Removed: 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 2,713 — — 682 17,120 17,802 5,875 3/31/2008 1999
24 unchanged sentences
22601 Camino Del Mar Boca Raton FL — 3,200 46,800 10,451 — ( 2,052 ) 3,204 55,195 58,399 15,499 12/15/2011 1990
+Added: 1325 S Congress Avenue Boynton Beach FL — 1,620 5,341 2,170 — ( 121 ) 1,628 7,382 9,010 1,980 7/27/2012 1985
+Added: 1425 Congress Avenue Boynton Beach FL — 2,390 14,768 4,308 — ( 853 ) 2,390 18,223 20,613 5,629 8/9/2011 1994
+Added: 1416 Country Club Blvd.
+Added: Cape Coral FL — 400 2,907 — — ( 173 ) 400 2,734 3,134 1,358 2/28/2003 1998
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 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
−Removed: 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
−Removed: 1416 Country Club Blvd.
−Removed: 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 33,622 — ( 4,015 ) 3,421 49,700 53,121 19,324 1/11/2002 1984
31 unchanged sentences
1515 Sheridan Road Atlanta GA — 5,800 9,305 8 — — 5,800 9,313 15,113 3,518 11/30/2007 1978
+Added: 240 Marietta Highway Canton GA — 806 8,555 3,135 — ( 205 ) 806 11,485 12,291 2,851 10/1/2013 1997
+Added: 4500 South Stadium Drive Columbus GA — 294 3,505 1,152 — ( 225 ) 298 4,428 4,726 1,763 11/19/2004 1999
+Added: 1352 Wellbrook Circle Conyers GA — 342 4,068 1,922 ( 1,366 ) ( 2,032 ) 206 2,728 2,934 241 11/19/2004 1997
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 240 Marietta Highway Canton GA — 806 8,555 2,397 — ( 55 ) 806 10,897 11,703 2,510 10/1/2013 1997
−Removed: 4500 South Stadium Drive Columbus GA — 294 3,505 946 — ( 225 ) 298 4,222 4,520 1,550 11/19/2004 1999
−Removed: 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 1,204 — — 777 8,973 9,750 2,798 9/30/2010 2008
28 unchanged sentences
1373 D'Adrian Professional Park Godfrey IL — 281 15,088 1,012 — ( 210 ) 281 15,890 16,171 3,465 5/1/2015 2010
+Added: 900 43rd Avenue Moline IL — 482 7,651 573 — ( 76 ) 482 8,148 8,630 1,745 5/1/2015 2003 / 2012
+Added: 221 11th Avenue Moline IL — 161 7,244 1,603 — ( 54 ) 161 8,793 8,954 1,983 5/1/2015 2008
+Added: 2700 14th Street Pekin IL — 171 11,475 631 — ( 226 ) 172 11,879 12,051 2,609 5/1/2015 2009
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 900 43rd Avenue Moline IL — $ 482 7,651 573 — ( 76 ) 482 8,148 8,630 1,515 5/1/2015 2003 / 2012
−Removed: 221 11th Avenue Moline IL — $ 161 7,244 1,513 — — 161 8,757 8,918 1,713 5/1/2015 2008
−Removed: 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 2,528 — — 1,596 8,432 10,028 2,665 5/1/2011 1999
28 unchanged sentences
102 Leonardwood Drive Frankfort KY — 560 8,282 3,310 — ( 605 ) 579 10,968 11,547 4,144 8/31/2006 1989
+Added: 4190 Lafayette Road Hopkinsville KY — 316 3,761 996 — ( 193 ) 316 4,564 4,880 1,884 11/19/2004 1999
+Added: 690 Mason Headley Road (6)
+Added: Lexington KY 4,300 — 10,848 16,664 — ( 1,441 ) 42 26,029 26,071 12,268 1/11/2002 1985
+Added: 700 Mason Headley Road (6)
+Added: Lexington KY 1,039 — 6,394 10,029 — ( 951 ) 52 15,420 15,472 6,928 1/11/2002 1980
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 4190 Lafayette Road Hopkinsville KY — 316 3,761 748 — ( 193 ) 316 4,316 4,632 1,718 11/19/2004 1999
−Removed: 690 Mason Headley Road (6)
−Removed: Lexington KY 5,355 — 10,848 13,419 — ( 1,389 ) 42 22,836 22,878 11,738 1/11/2002 1985
−Removed: 700 Mason Headley Road (6)
−Removed: 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 12,125 — ( 3,357 ) 3,549 29,522 33,071 13,267 1/11/2002 1984
4 unchanged sentences
549 Albany Street Boston MA — 4,576 45,029 — — — 4,569 45,036 49,605 10,512 8/22/2013 1895
−Removed: 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 32,701 ( 7,255 ) ( 1,003 ) 3,884 39,714 43,598 4,128 12/22/2008 1994
2 unchanged sentences
5 Hampshire Street Mansfield MA — 1,190 5,737 2,729 — ( 143 ) 1,465 8,048 9,513 2,434 12/22/2010 1988
−Removed: 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 14,865 — ( 1,855 ) 3,218 31,998 35,216 13,764 1/11/2002 1991
16 unchanged sentences
4004 & 4012 Waldo Road Midland MI — 400 2,606 — — ( 162 ) 400 2,444 2,844 1,214 2/28/2003 1998
+Added: 1605 & 1615 Fredericks Drive Monroe MI — 300 2,506 — — ( 152 ) 300 2,354 2,654 1,169 2/28/2003 1998
+Added: 3150 & 3100 Old Centre Road Portage MI — 300 2,206 — — ( 133 ) 300 2,073 2,373 1,030 2/28/2003 1998
+Added: 2445 & 2485 Mc Carty Road Saginaw MI — 600 5,212 — — ( 305 ) 600 4,907 5,507 2,438 2/28/2003 1998
+Added: 11855 Ulysses Street NE Blaine MN — 2,774 9,276 1,088 — — 2,781 10,357 13,138 2,600 12/21/2012 2007
+Added: 1305 Corporate Center Drive Eagan MN — 2,300 13,105 12,563 — — 2,735 25,233 27,968 6,275 12/22/2010 1986
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 1605 & 1615 Fredericks Drive Monroe MI — 300 2,506 — — ( 152 ) 300 2,354 2,654 1,110 2/28/2003 1998
−Removed: 3150 & 3100 Old Centre Road Portage MI — 300 2,206 — — ( 133 ) 300 2,073 2,373 978 2/28/2003 1998
−Removed: 2445 & 2485 Mc Carty Road Saginaw MI — 600 5,212 — — ( 305 ) 600 4,907 5,507 2,315 2/28/2003 1998
−Removed: 11855 Ulysses Street NE Blaine MN — 2,774 9,276 389 — — 2,781 9,658 12,439 2,300 12/21/2012 2007
−Removed: 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 4,680 777 — — 1,280 5,433 6,713 965 2/10/2016 1998
29 unchanged sentences
2755 Union Road Gastonia NC — 1,104 17,834 1,652 — ( 1,133 ) 1,104 18,353 19,457 3,164 6/29/2016 1998
+Added: 1001 Phifer Road Kings Mountain NC — 655 8,283 1,637 — ( 308 ) 657 9,610 10,267 2,850 6/23/2011 1998
+Added: 128 Brawley School Road Mooresville NC — 595 7,305 1,700 — ( 467 ) 613 8,520 9,133 2,447 6/23/2011 1999
+Added: 1309 , 1321, & 1325 McCarthy Boulevard New Bern NC — 1,245 20,898 3,149 — ( 159 ) 1,245 23,888 25,133 6,980 6/20/2011 2001/2005/2008
+Added: 13150 & 13180 Dorman Road Pineville NC — 1,180 22,800 3,883 — ( 1,338 ) 1,180 25,345 26,525 7,901 11/17/2009 1998
+Added: 801 Dixie Trail Raleigh NC — 3,233 17,788 2,623 — ( 1,114 ) 3,236 19,294 22,530 3,150 6/29/2016 1992
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 1001 Phifer Road Kings Mountain NC — 655 8,283 1,179 — ( 308 ) 657 9,152 9,809 2,496 6/23/2011 1998
−Removed: 128 Brawley School Road Mooresville NC — 595 7,305 1,379 — ( 369 ) 601 8,309 8,910 2,219 6/23/2011 1999
−Removed: 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
−Removed: 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
−Removed: 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 2,173 — ( 1,059 ) 1,139 15,880 17,019 3,162 4/18/2016 1998
15 unchanged sentences
3201 Plumas Street Reno NV — 2,420 49,580 8,693 — ( 1,086 ) 2,420 57,187 59,607 15,851 12/15/2011 1989
−Removed: 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 2,137 ( 2,826 ) ( 5,312 ) 1,004 10,799 11,803 1,228 9/30/2008 2001
1 unchanged sentence
200 Old County Road Mineola NY — 4,920 24,056 16,535 — ( 307 ) 4,920 40,284 45,204 11,585 9/30/2011 1971
−Removed: 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 14,295 — ( 567 ) 8,465 104,284 112,749 30,765 8/31/2012 2000
5 unchanged sentences
950 Morgan Highway Clarks Summit PA — 1,001 8,233 1,663 — ( 277 ) 1,017 9,603 10,620 4,162 12/29/2003 2001
+Added: 145 Broadlawn Drive Elizabeth PA — 696 6,304 672 ( 4,280 ) ( 3,017 ) 375 — 375 — 10/31/2005 1986
+Added: Pottstown Pike Exton PA — 1,001 8,233 3,526 — ( 308 ) 1,001 11,451 12,452 4,524 12/29/2003 2000
+Added: 242 Baltimore Pike Glen Mills PA — 1,001 8,233 2,538 — ( 382 ) 1,001 10,389 11,390 4,128 12/29/2003 2001
+Added: 20 Capital Drive Harrisburg PA — 397 9,333 15 — — 397 9,348 9,745 1,849 1/29/2015 2013
+Added: 210 Mall Boulevard King of Prussia PA — 1,540 4,743 2,757 — — 1,952 7,088 9,040 2,547 8/8/2008 1970
+Added: 216 Mall Boulevard King of Prussia PA — 880 2,871 2,487 — — 978 5,260 6,238 1,513 1/26/2011 1970
+Added: 5300 Old William Penn Highway Murrysville PA — 300 2,506 — — ( 272 ) 300 2,234 2,534 1,109 2/28/2003 1998
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 145 Broadlawn Drive Elizabeth PA — 696 6,304 672 ( 4,280 ) ( 3,017 ) 375 — 375 — 10/31/2005 1986
−Removed: Pottstown Pike Exton PA — 1,001 8,233 2,368 — ( 308 ) 1,001 10,293 11,294 4,199 12/29/2003 2000
−Removed: 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
−Removed: 20 Capital Drive Harrisburg PA — 397 9,333 10 — — 397 9,343 9,740 1,614 1/29/2015 2013
−Removed: 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
−Removed: 216 Mall Boulevard King of Prussia PA — 880 2,871 2,378 — — 978 5,151 6,129 1,241 1/26/2011 1970
−Removed: 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 2,614 — ( 440 ) 981 10,224 11,205 4,290 12/29/2003 1998
12 unchanged sentences
251 Springtree Drive Columbia SC — 300 1,905 — — ( 112 ) 300 1,793 2,093 891 2/28/2003 1998
−Removed: 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 2,358 — ( 314 ) 1,725 6,419 8,144 1,751 9/30/2011 1990
12 unchanged sentences
2306 Riverbank Drive Orangeburg SC — 303 3,607 1,321 — ( 358 ) 303 4,570 4,873 1,946 11/19/2004 1999
+Added: 1920 Ebenezer Road Rock Hill SC — 300 1,705 — — ( 162 ) 300 1,543 1,843 766 2/28/2003 1998
+Added: 15855 Wells Highway Seneca SC — 396 4,714 1,551 — ( 353 ) 396 5,912 6,308 2,438 11/19/2004 2000
+Added: One Southern Court West Columbia SC — 520 3,831 731 — ( 557 ) 557 3,968 4,525 1,159 12/22/2010 2000
+Added: 6716 Nolensville Road Brentwood TN — 1,528 6,037 225 — — 1,528 6,262 7,790 1,646 11/30/2012 2010
+Added: 207 Uffelman Drive Clarksville TN — 320 2,994 2,166 — ( 161 ) 320 4,999 5,319 1,630 12/31/2006 1997
+Added: 51 Patel Way Clarksville TN — 800 10,322 8,466 — ( 318 ) 833 18,437 19,270 4,583 12/19/2012 2005
+Added: 2900 Westside Drive NW Cleveland TN — 305 3,627 1,657 — ( 284 ) 305 5,000 5,305 2,033 11/19/2004 1998
+Added: 1010 East Spring Street Cookeville TN — 322 3,828 1,983 — ( 230 ) 322 5,581 5,903 2,186 11/19/2004 1998
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 1920 Ebenezer Road Rock Hill SC — 300 1,705 — — ( 162 ) 300 1,543 1,843 728 2/28/2003 1998
−Removed: 15855 Wells Highway Seneca SC — 396 4,714 1,416 — ( 353 ) 396 5,777 6,173 2,198 11/19/2004 2000
−Removed: One Southern Court West Columbia SC — 520 3,831 612 — — 557 4,406 4,963 1,545 12/22/2010 2000
−Removed: 6716 Nolensville Road Brentwood TN — 1,528 6,037 223 — — 1,528 6,260 7,788 1,468 11/30/2012 2010
−Removed: 207 Uffelman Drive Clarksville TN — 320 2,994 2,133 — ( 161 ) 320 4,966 5,286 1,425 12/31/2006 1997
−Removed: 51 Patel Way Clarksville TN — 800 10,322 6,990 — ( 318 ) 833 16,961 17,794 3,840 12/19/2012 2005
−Removed: 2900 Westside Drive NW Cleveland TN — 305 3,627 1,544 — ( 284 ) 305 4,887 5,192 1,830 11/19/2004 1998
−Removed: 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 1,446 — ( 268 ) 329 5,004 5,333 2,049 11/19/2004 1997
3 unchanged sentences
550 Deer View Way Jefferson City TN — 940 8,057 2,441 — ( 228 ) 948 10,262 11,210 2,432 10/15/2013 2001
−Removed: 10914 Kingston Pike (5)
−Removed: Knoxville TN 9,817 613 12,410 370 — — 613 12,780 13,393 1,630 6/29/2018 2008
+Added: 10914 Kingston Pike Knoxville TN — 613 12,410 1,216 — — 613 13,626 14,239 2,132 6/29/2018 2008
3020 Heatherton Way Knoxville TN — 304 3,618 3,199 ( 2,697 ) ( 2,357 ) 1,440 627 2,067 51 11/19/2004 1998
−Removed: 3030 Holbrook Drive (5)
−Removed: Knoxville TN 5,639 352 7,128 852 — — 360 7,972 8,332 996 6/29/2018 1999
+Added: 3030 Holbrook Drive Knoxville TN — 352 7,128 2,009 — — 360 9,129 9,489 1,383 6/29/2018 1999
100 Chatuga Drive West Loudon TN — 580 16,093 32,464 — — 580 48,557 49,137 4,110 1/19/2018 2003
3 unchanged sentences
971 State Hwy 121 Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 6,436 8/21/2008 2006
−Removed: 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 3,170 — ( 784 ) 1,585 29,808 31,393 10,426 10/31/2008 1994
9 unchanged sentences
13215 Dotson Road Houston TX — 990 13,887 1,932 — ( 168 ) 990 15,651 16,641 4,382 7/17/2012 2007
+Added: 777 North Post Oak Road Houston TX — 5,537 32,647 32,336 — ( 4,749 ) 5,540 60,231 65,771 23,633 1/11/2002 1989
+Added: 10030 North MacArthur Boulevard Irving TX — 2,186 15,869 3,154 — — 2,186 19,023 21,209 3,280 1/29/2015 1999
+Added: 9812 Slide Road Lubbock TX — 1,110 9,798 680 — — 1,110 10,478 11,588 3,178 6/4/2010 2009
+Added: 605 Gateway Central Marble Falls TX — 1,440 7,125 1,907 — ( 256 ) 1,440 8,776 10,216 2,491 12/19/2012 1994 / 2002
+Added: President George Bush Turnpike North Garland TX — 1,981 8,548 1,180 ( 346 ) ( 1,557 ) 1,941 7,865 9,806 858 12/31/2012 2006
+Added: 500 Coit Road Plano TX — 3,463 44,841 82 — — 3,468 44,918 48,386 3,635 12/20/2019 2016
+Added: 2265 North Lakeshore Drive Rockwall TX — 497 3,582 — — — 497 3,582 4,079 709 1/29/2015 2013
+Added: 18302 Talavera Ridge San Antonio TX — 6,855 30,630 — — — 6,855 30,630 37,485 6,063 1/29/2015 2008
+Added: 21 Spurs Lane San Antonio TX — 3,141 23,142 3,940 — ( 68 ) 3,192 26,963 30,155 5,777 4/10/2014 2006
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 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
−Removed: 10030 North MacArthur Boulevard Irving TX — 2,186 15,869 755 — — 2,186 16,624 18,810 2,848 1/29/2015 1999
−Removed: 4770 Regent Boulevard Irving TX — 2,830 15,082 4,467 — — 2,830 19,549 22,379 6,835 6/25/2008 1995
−Removed: 9812 Slide Road Lubbock TX — 1,110 9,798 665 — — 1,110 10,463 11,573 2,882 6/4/2010 2009
−Removed: 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
−Removed: 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
−Removed: 500 Coit Road Plano TX — 3,463 44,841 67 — — 3,468 44,903 48,371 2,436 12/20/2019 2016
−Removed: 2265 North Lakeshore Drive Rockwall TX — 497 3,582 — — — 497 3,582 4,079 619 1/29/2015 2013
−Removed: 18302 Talavera Ridge San Antonio TX — 6,855 30,630 — — — 6,855 30,630 37,485 5,297 1/29/2015 2008
−Removed: 21 Spurs Lane (5)
−Removed: 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 15,738 — ( 3,823 ) 4,359 37,095 41,454 16,447 1/11/2002 1989
22 unchanged sentences
440 McLaws Circle Williamsburg VA — 1,466 17,340 778 — ( 1,040 ) 1,466 17,078 18,544 2,822 6/29/2016 1998
+Added: 516 Kenosia Avenue South Kent WA — 1,300 8,458 3,761 — ( 81 ) 1,368 12,070 13,438 3,655 7/31/2012 1971
+Added: 555 16th Avenue Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,222 11/1/1993 1964
+Added: 3003 West Good Hope Road Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 11,179 9/30/2009 1963
+Added: 7007 North Range Line Road Glendale WI — 250 3,797 — — — 250 3,797 4,047 1,258 9/30/2009 1964
+Added: 215 Washington Street Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,332 9/30/2009 2009
+Added: N168W22022 Main Street Jackson WI — 188 5,962 1,172 — ( 215 ) 192 6,915 7,107 1,535 12/1/2014 2005
+Added: 8351 Sheridan Road Kenosha WI — 750 7,669 612 — — 758 8,273 9,031 3,012 1/1/2008 2000
+Added: 5601 Burke Road Madison WI — 700 7,461 1,136 — — 712 8,585 9,297 3,062 1/1/2008 2000
+Added: Brookline Drive Madison WI — 2,615 35,545 4,264 — ( 103 ) 2,631 39,690 42,321 9,006 12/1/2014 1999 / 2004
+Added: 10803 North Port Washington Road Mequon WI — 800 8,388 1,150 — ( 154 ) 805 9,379 10,184 3,408 1/1/2008 1999
DIVERSIFIED HEALTHCARE TRUST
14 unchanged sentences
Acquired Original
−Removed: 21717 30th Drive SE Bothell WA — 3,012 12,582 69 — — 3,081 12,582 15,663 2,807 2/14/2013 1998
−Removed: 21823 30th Drive SE Bothell WA — 2,627 12,657 55 — — 2,682 12,657 15,339 2,823 2/14/2013 2000
−Removed: 516 Kenosia Avenue South Kent WA — 1,300 8,458 3,728 — — 1,368 12,118 13,486 3,228 7/31/2012 1971
−Removed: 555 16th Avenue Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,111 11/1/1993 1964
−Removed: 3003 West Good Hope Road Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 10,335 9/30/2009 1963
−Removed: 7007 North Range Line Road Glendale WI — 250 3,797 — — — 250 3,797 4,047 1,163 9/30/2009 1964
−Removed: 215 Washington Street Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,080 9/30/2009 2009
−Removed: N168W22022 Main Street Jackson WI — 188 5,962 912 — ( 101 ) 192 6,769 6,961 1,352 12/1/2014 2005
−Removed: 8351 Sheridan Road Kenosha WI — 750 7,669 386 — — 758 8,047 8,805 2,817 1/1/2008 2000
−Removed: 5601 Burke Road Madison WI — 700 7,461 922 — — 712 8,371 9,083 2,767 1/1/2008 2000
−Removed: Brookline Drive Madison WI — 2,615 35,545 3,584 — ( 51 ) 2,631 39,062 41,693 7,676 12/1/2014 1999 / 2004
−Removed: 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 2,925 — ( 213 ) 1,373 20,385 21,758 7,490 1/1/2008 2001
9 unchanged sentences
Total $ 30,068 $ 643,458 $ 4,772,865 $ 1,712,466 $( 134,031 ) $( 302,215 ) $ 668,918 $ 6,023,625 $ 6,692,543 $ 1,828,352
+Added: Property Held for Sale — 610 7,900 887 ( 6,314 ) ( 2,698 ) 385 — 385 —
+Added: Grand Total $ 30,068 $ 644,068 $ 4,780,765 $ 1,713,353 $( 140,345 ) $( 304,913 ) $ 669,303 $ 6,023,625 $ 6,692,928 $ 1,828,352
(1) Represents mortgage debts and finance leases, excluding the unamortized balance of fair value adjustments and debt issuance costs totaling approximately $( 109 ).
2 unchanged sentences
(4) We depreciate buildings and improvements over periods ranging up to 40 years and equipment over periods ranging up to 12 years.
−Removed: (5) These properties are collateral for our $ 62,499 of mortgage debts.
+Added: (5) These properties are collateral for our $ 24,729 of mortgage notes.
(6) These properties are subject to our $ 5,339 of finance leases.
23 unchanged sentences
Disposals ( 452,233 ) ( 96,788 )
−Removed: Impairment 174 —
Cost basis adjustment (1)
7 unchanged sentences
President and Chief Executive Officer
−Removed: February 23, 2022
+Added: March 1, 2023
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.
2 unchanged sentences
Francis Managing Trustee, President and Chief Executive Officer
−Removed: (principal executive officer) February 23, 2022
+Added: (principal executive officer) March 1, 2023
/s/ Richard W.
Chief Financial Officer and Treasurer
−Removed: (principal financial and accounting officer) February 23, 2022
−Removed: Harrington Independent Trustee February 23, 2022
−Removed: /s/ Lisa Harris Jones Independent Trustee February 23, 2022
+Added: (principal financial and accounting officer) March 1, 2023
+Added: Harrington Independent Trustee March 1, 2023
+Added: /s/ Lisa Harris Jones Independent Trustee March 1, 2023
Lisa Harris Jones
/s/ Daniel F.
−Removed: LePage Independent Trustee February 23, 2022
−Removed: Portnoy Managing Trustee February 23, 2022
+Added: LePage Independent Trustee March 1, 2023
+Added: Pierce Independent Trustee March 1, 2023
+Added: Portnoy Managing Trustee March 1, 2023
/s/ Jeffrey P.
−Removed: Somers Independent Trustee February 23, 2022
+Added: Somers Independent Trustee March 1, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.