DIVERSIFIED HEALTHCARE TRUST 10-Q

Item 1. Financial Statements. DIVERSIFIED HEALTHCARE TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share data) (unaudited) March 31, December 31, 2024 2023 Assets Real estate properties: Land $ 641,481 $ 652,977 Buildings and improvements 6,129,767 6,165,490 Total real estate properties, gross 6,771,248 6,818,467 Accumulated depreciation ( 2,062,327 ) ( 2,020,843 ) Total real estate properties, net 4,708,921 4,797,624 Investments in unconsolidated joint ventures 130,299 129,916 Assets of properties held for sale 38,107 9,447 Cash and cash equivalents 207,123 245,939 Restricted cash 1,040 1,022 Equity method investment 15,740 — Acquired real estate leases and other intangible assets, net 31,723 33,948 Other assets, net 215,084 228,240 Total assets $ 5,348,037 $ 5,446,136 Liabilities and Shareholders' Equity Senior secured notes, net $ 751,890 $ 731,211 Senior unsecured notes, net 2,073,757 2,072,618 Secured debt and finance leases, net 12,197 13,020 Liabilities of properties held for sale 218 32 Accrued interest 23,751 22,847 Other liabilities 237,521 269,517 Total liabilities 3,099,334 3,109,245 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $ .01 par value: 300,000,000 shares authorized, 240,393,722 and 240,423,898 shares issued and outstanding, respectively 2,404 2,405 Additional paid in capital 4,618,950 4,618,470 Cumulative net income 1,692,019 1,778,278 Cumulative other comprehensive loss ( 4 ) — Cumulative distributions ( 4,064,666 ) ( 4,062,262 ) Total shareholders' equity 2,248,703 2,336,891 Total liabilities and shareholders' equity $ 5,348,037 $ 5,446,136 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) (unaudited) Three Months Ended March 31, 2024 2023 Revenues: Rental income $ 62,650 $ 66,438 Residents fees and services 308,126 279,592 Total revenues 370,776 346,030 Expenses: Property operating expenses 307,604 286,080 Depreciation and amortization 70,133 64,800 General and administrative 7,568 5,873 Acquisition and certain other transaction related costs 86 93 Impairment of assets 12,142 5,925 Total expenses 397,533 362,771 (Loss) gain on sale of properties ( 5,874 ) 1,233 Gains and losses on equity securities, net — 8,126 Interest and other income 2,237 4,195 Interest expense (including net amortization of debt discounts, premiums and issuance costs of $ 24,863 and $ 2,074 , respectively) ( 57,576 ) ( 47,780 ) Loss on modification or early extinguishment of debt — ( 1,075 ) Loss before income tax (expense) benefit and equity in net earnings (losses) of investees ( 87,970 ) ( 52,042 ) Income tax (expense) benefit ( 187 ) 31 Equity in net earnings (losses) of investees 1,898 ( 647 ) Net loss $ ( 86,259 ) $ ( 52,658 ) Other comprehensive loss: Equity in unrealized losses of an investee ( 4 ) — Other comprehensive loss ( 4 ) — Comprehensive loss $ ( 86,263 ) $ ( 52,658 ) Weighted average common shares outstanding (basic and diluted) 239,193 238,589 Per common share amounts (basic and diluted): Net loss $ ( 0.36 ) $ ( 0.22 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (dollars in thousands) (unaudited) Number of Shares Common Shares Additional Paid In Capital Cumulative Net Income Cumulative Other Comprehensive Loss Cumulative Distributions Total Shareholders' Equity Balance at December 31, 2023: 240,423,898 $ 2,405 $ 4,618,470 $ 1,778,278 $ — $ ( 4,062,262 ) $ 2,336,891 Net loss — — — ( 86,259 ) — — ( 86,259 ) Equity in unrealized losses of an investee — — — — ( 4 ) — ( 4 ) Distributions — — — — — ( 2,404 ) ( 2,404 ) Share grants — — 558 — — — 558 Share repurchases ( 30,176 ) ( 1 ) ( 78 ) — — — ( 79 ) Balance at March 31, 2024: 240,393,722 $ 2,404 $ 4,618,950 $ 1,692,019 $ ( 4 ) $ ( 4,064,666 ) $ 2,248,703 Balance at December 31, 2022: 239,694,842 $ 2,397 $ 4,617,031 $ 2,071,850 $ — $ ( 4,052,667 ) $ 2,638,611 Net loss — — — ( 52,658 ) — — ( 52,658 ) Distributions — — — — — ( 2,397 ) ( 2,397 ) Share grants — — 270 — — — 270 Share repurchases ( 5,975 ) — ( 6 ) — — — ( 6 ) Share forfeitures ( 6,400 ) — ( 1 ) — — — ( 1 ) Balance at March 31, 2023: 239,682,467 $ 2,397 $ 4,617,294 $ 2,019,192 $ — $ ( 4,055,064 ) $ 2,583,819 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 86,259 ) $ ( 52,658 ) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization 70,133 64,800 Net amortization of debt discounts, premiums and issuance costs 24,863 2,074 Straight line rental income ( 291 ) ( 2,448 ) Amortization of acquired real estate leases and other intangible assets, net 28 ( 311 ) Loss on modification or early extinguishment of debt — 1,075 Impairment of assets 12,142 5,925 Loss (gain) on sale of properties 5,874 ( 1,233 ) Gains and losses on equity securities, net — ( 8,126 ) Other non-cash adjustments, net ( 385 ) ( 674 ) Unconsolidated joint venture distributions 1,231 1,411 Equity in net (earnings) losses of investees ( 1,898 ) 647 Change in assets and liabilities: Deferred leasing costs, net ( 669 ) ( 1,954 ) Other assets 10,102 15,499 Accrued interest 904 2,540 Other liabilities ( 7,173 ) ( 20,525 ) Net cash provided by operating activities 28,602 6,042 Cash flows from investing activities: Real estate improvements ( 46,723 ) ( 60,292 ) Proceeds from sale of properties, net 3,343 3,548 Investment in AlerisLife Inc. ( 15,459 ) — Net cash used in investing activities ( 58,839 ) ( 56,744 ) Cash flows from financing activities: Repayments of borrowings on credit facility — ( 250,000 ) Repayment of other debt ( 822 ) ( 538 ) Payment of debt issuance costs ( 5,257 ) ( 1,990 ) Repurchase of common shares ( 78 ) ( 6 ) Distributions to shareholders ( 2,404 ) ( 2,397 ) Net cash used in financing activities ( 8,561 ) ( 254,931 ) Decrease in cash and cash equivalents and restricted cash ( 38,798 ) ( 305,633 ) Cash and cash equivalents and restricted cash at beginning of period 246,961 688,302 Cash and cash equivalents and restricted cash at end of period $ 208,163 $ 382,669 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) (unaudited) Three Months Ended March 31, 2024 2023 Supplemental cash flow information: Interest paid $ 31,809 $ 43,166 Income taxes paid $ — $ — Non-cash investing activities: Receivable from AlerisLife Inc. tender offer $ — $ 14,006 Real estate improvements accrued, not paid $ 17,369 $ 20,195 Supplemental disclosure of cash and cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our condensed consolidated balance sheets to the amount shown in our condensed consolidated statements of cash flows: As of March 31, 2024 2023 Cash and cash equivalents $ 207,123 $ 380,117 Restricted cash (1) 1,040 2,552 Total cash and cash equivalents and restricted cash shown in our condensed consolidated statements of cash flows $ 208,163 $ 382,669 (1) Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Diversified Healthcare Trust and its subsidiaries, or we, us, or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023, or our Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and impairments of real estate and intangible assets. We have been, are currently, and expect in the future to be involved in claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings arising in the ordinary course of our business, some of which may involve material amounts. Also, the defense and resolution of these claims, lawsuits, and regulatory and other governmental audits, investigations and proceedings may require us to incur significant expense. We account for claims and litigation losses in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 450, Contingencies , or ASC 450. Under ASC 450, loss contingency provisions are recorded for probable and estimable losses at our best estimate of a loss or, when a best estimate cannot be made, at our estimate of the minimum loss. These estimates are often developed prior to knowing the amount of the ultimate loss, require the application of considerable judgment, and are refined as additional information becomes known. Accordingly, we are often initially unable to develop a best estimate of loss and therefore the estimated minimum loss amount, which could be zero, is recorded; and then, as information becomes known, the minimum loss amount is updated, as appropriate. A minimum or best estimate amount may be increased or decreased when events result in a changed expectation. Note 2. Recent Accounting Pronouncements On November 27, 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , or ASU No. 2023-07, which requires public entities to: (i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss; (ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance their annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods 6 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our consolidated financial statements and disclosures. Note 3. Real Estate and Other Investments As of March 31, 2024, we owned 371 properties located in 36 states and Washington, D.C., including four properties classified as held for sale and two closed senior living communities, and we owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states. Acquisitions and Dispositions: We did not acquire any properties during the three months ended March 31, 2024. During the three months ended March 31, 2024, we sold one property for a sales price of $ 3,600 , excluding closing costs, as presented in the table below. The sale of this property does not represent a significant disposition and we do not believe this sale represents a strategic shift in our business. As a result, the results of operations for this property are included in continuing operations through the date of sale of such property in our condensed consolidated statements of comprehensive income (loss). Date of Sale Location Type of Property Number of Properties Sales Price (1) Loss on Sale March 2024 Arizona Medical Office 1 $ 3,600 $ 5,874 (1) Sales price excludes closing costs. As of March 31, 2024, we had four properties classified as held for sale in our condensed consolidated balance sheet as follows: Type of Property Number of Properties Real Estate Properties, Net Medical Office and Life Science 3 $ 34,245 Senior Living 1 1,525 4 $ 35,770 As of May 2, 2024, we had two properties under agreements to sell for an aggregate sales price of approximately $ 10,375 , excluding closing costs. We may not complete the sales of any or all of the properties we currently plan to sell. Also, we may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties and we may incur losses on any such sales as a result. Impairment: We regularly evaluate our assets for indicators of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future 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. During the three months ended March 31, 2024, we recorded impairment charges of $ 12,142 related to two medical office properties that were classified as held for sale as of March 31, 2024. 7 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) Equity Method Investments in Unconsolidated Joint Ventures: As of March 31, 2024, we had equity investments in unconsolidated joint ventures as follows: Joint Venture DHC Ownership DHC Carrying Value of Investment at March 31, 2024 Number of Properties Location Square Feet Seaport Innovation LLC 10 % $ 85,922 1 MA 1,134,479 The LSMD Fund REIT LLC 20 % 44,377 10 CA, MA, NY, TX, WA 1,068,763 $ 130,299 11 2,203,242 The following table provides a summary of the mortgage debts of these joint ventures: Joint Venture Coupon Rate Maturity Date Principal Balance at March 31, 2024 (1) Mortgage Notes Payable (secured by one property in Massachusetts) (2) (3) 3.53 % 11/6/2028 $ 620,000 Mortgage Notes Payable (secured by nine properties in five states) (4) 3.46 % 2/11/2032 189,800 Mortgage Notes Payable (secured by one property in California) (4) (5) 6.38 % 2/9/2025 266,825 4.22 % $ 1,076,625 (1) Amounts are not adjusted for our minority equity interest. (2) We provide certain guaranties on this debt. (3) This mortgage loan requires interest only payments until the anticipated repayment date on August 6, 2026, at which time all accrued and unpaid interest along with the principal balance of $ 620,000 is expected to be repaid. This mortgage loan matures on November 6, 2028 and any unpaid principal from the anticipated repayment date through the maturity date bears interest at a variable rate of the greater of 6.53 % or the then effective U.S. swap rate for the swap terminating on the maturity date plus 5.00 %. (4) The debt securing these properties is non-recourse to us. (5) This mortgage loan matures on February 9, 2025 and requires interest to be paid at an annual rate of the one month term secured overnight financing rate, or SOFR, plus a premium of 1.90 %. This joint venture has also purchased an interest rate cap through February 2025 with a SOFR strike rate equal to 4.48 % and an initial premium of $ 1,200 . The maturity date of this mortgage loan is subject to two remaining one-year extension options. We account for the unconsolidated joint venture for 10 medical office and life science properties in which we own a 20 % equity interest, or the LSMD JV, and the unconsolidated joint venture for a life science property located in Boston, Massachusetts in which we own a 10 % equity interest, or the Seaport JV, using the equity method of accounting under the fair value option. During the three months ended March 31, 2024 and 2023, respectively, we recognized a $ 1,613 and $( 647 ) change in the fair value of our investments in our unconsolidated joint ventures. These amounts are included in equity in net earnings (losses) of investees in our condensed consolidated statements of comprehensive income (loss). See Note 6 for further information regarding the valuation of our investment in these joint ventures. Equity Method Investment in AlerisLife: As of March 31, 2024, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife. We account for our 34.0 % non-controlling interest in AlerisLife using the equity method of accounting. As of March 31, 2024, our investment in AlerisLife had a carrying value of $ 15,740 . The cost basis of our investment in AlerisLife exceeded our proportionate share of AlerisLife's total stockholders' equity book value on the date of acquisition of our initial interest in AlerisLife, which was February 16, 2024, by an aggregate of $ 29,500 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 21 years, the weighted average remaining useful life of the real estate assets owned by AlerisLife and the intangible contract asset with us as of the date of acquisition. We recorded amortization of the basis difference of $ 174 for the three months ended March 31, 2024. We recognized income of $ 111 related to our investment in AlerisLife for the three months ended March 31, 2024. These amounts are included in equity in net earnings (losses) of investees in our condensed consolidated statements of comprehensive income (loss). See Note 11 for further information regarding our investment in AlerisLife. 8 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) Note 4. Leases We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and, in addition, may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We increased rental income to record revenue on a straight line basis by $ 291 and $ 2,448 for the three months ended March 31, 2024 and 2023, respectively. Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 74,704 and $ 75,306 of straight line rent receivables at March 31, 2024 and December 31, 2023, respectively, and are included in other assets, net in our condensed consolidated balance sheets. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 11,350 and $ 11,986 for the three months ended March 31, 2024 and 2023, respectively, of which tenant reimbursements totaled $ 11,284 and $ 11,924 , respectively. Right of Use Asset and Lease Liability: For leases where we are the lessee, we recognized a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 22,555 and $ 22,937 , respectively, as of March 31, 2024, and $ 23,366 and $ 23,748 , respectively, as of December 31, 2023. The right of use assets and related lease liabilities are included within other assets, net and other liabilities , respectively, within our condensed consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our condensed consolidated balance sheets. Note 5. Indebtedness Our principal debt obligations, excluding any debt obligations of our joint ventures, at March 31, 2024 were: (1) $ 2,100,000 outstanding principal amount of senior unsecured notes; (2) $ 940,534 outstanding principal amount of senior secured notes; and (3) $ 8,669 principal amount of mortgage debt secured by one property. The mortgaged property had a net book value of $ 13,466 at March 31, 2024. We also had two properties subject to finance leases that expire in 2026 with lease obligations totaling $ 3,528 at March 31, 2024; these two properties had an aggregate net book value of $ 22,365 at March 31, 2024. Until its repayment in full on December 21, 2023, we had a $ 450,000 credit facility that was fully drawn. As of December 21, 2023, our former credit facility was paid off in full and the related credit agreement was terminated. The weighted average annual interest rate for borrowings under our former credit facility was 7.6 % for the three months ended March 31, 2023. In January 2023, pursuant to the credit agreement, we repaid $ 113,627 in outstanding borrowings under our former credit facility and the commitments were reduced to $ 586,373 . In February 2023, we and our lenders amended the credit agreement to reduce the commitments from $ 586,373 to $ 450,000 following our repayment of $ 136,373 in outstanding borrowings under our former credit facility, and as a result of that reduction in commitments, we recorded a loss on modification or early extinguishment of debt of $ 1,075 for the three months ended March 31, 2023. As of March 31, 2024, all $ 940,534 of our senior secured notes due 2026 are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by certain of our subsidiaries that own 95 properties, or the Collateral Guarantors, and on a joint, several and unsecured basis, by all our subsidiaries other than the Collateral Guarantors and certain excluded subsidiaries, and all $ 500,000 of our 9.75 % senior notes due 2025 and all $ 500,000 of our 4.375 % senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries. The notes and related guarantees (other than our senior secured notes and the guarantees provided by the 9 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) Collateral Guarantors) 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 the notes and related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $ 1,100,000 of senior unsecured notes do not have the benefit of any guarantees as of March 31, 2024. Our senior secured notes due 2026 and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest in each of the collateral properties and 100 % of the equity interests in each of the Collateral Guarantors. No cash interest will accrue on these notes prior to maturity. The accreted value of these notes will increase at a rate of 11.25 % per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value will equal the principal amount at maturity. During the three months ended March 31, 2024, we recognized discount accretion of $ 20,659 for our senior secured notes due 2026 in interest expense in our condensed consolidated statements of comprehensive income (loss). We have a one-time option to extend the maturity date of these notes by one year , to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee. If we exercise this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25 % with increases of 50 basis points every 90 days these notes remain outstanding. Note 6. Fair Value of Assets and Liabilities The following table presents certain of our assets that are measured at fair value at March 31, 2024 and December 31, 2023, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. As of March 31, 2024 As of December 31, 2023 Description Carrying Value Carrying Value Recurring Fair Value Measurements Assets: Investment in unconsolidated joint venture (Level 3) (1) $ 85,922 $ 85,699 Investment in unconsolidated joint venture (Level 3) (2) $ 44,377 $ 44,217 Non-Recurring Fair Value Measurements Assets: Real estate properties held for sale (Level 2) (3) $ 19,744 $ — (1) The 10 % equity interest we own in the Seaport JV is included in investments in unconsolidated joint ventures in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value analysis are a discount rate of 8.00 %, an exit capitalization rate of 6.00 %, a holding period of 10 years and market rents. 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. (2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value analysis are discount rates of between 6.50 % and 8.00 %, exit capitalization rates of between 4.75 % and 7.00 %, holding periods of 10 years and market rents. 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. See Note 3 for further information regarding this joint venture. (3) We have assets in our condensed consolidated balance sheets that are measured at fair value on a non-recurring basis. During the three months ended March 31, 2024, we recorded impairment charges of $ 12,142 to reduce the carrying value of two medical office properties that are classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 19,744 under agreements to sell that we have entered into with third parties. See Note 3 for further information about impairment charges and the properties we have classified as held for sale. In addition to the assets described in the table above, our financial instruments at March 31, 2024 and December 31, 2023 included cash and cash equivalents, restricted cash, certain other assets, senior unsecured notes, senior secured 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 condensed consolidated financial statements as of such dates, except as follows: 10 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) As of March 31, 2024 As of December 31, 2023 Description Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value Senior unsecured notes, 9.750 % coupon rate, due 2025 $ 497,892 $ 500,350 $ 497,454 $ 490,750 Senior secured notes, zero coupon rate, due 2026 751,890 798,419 731,211 771,981 Senior unsecured notes, 4.750 % coupon rate, due 2028 495,065 405,400 494,746 384,110 Senior unsecured notes, 4.375 % coupon rate, due 2031 494,060 374,350 493,845 375,000 Senior unsecured notes, 5.625 % coupon rate, due 2042 343,041 200,480 342,946 211,400 Senior unsecured notes, 6.250 % coupon rate, due 2046 243,699 153,600 243,627 154,000 Secured debt and finance leases (2) 12,197 11,638 13,020 12,284 $ 2,837,844 $ 2,444,237 $ 2,816,849 $ 2,399,525 (1) Includes unamortized net discounts, premiums and debt issuance costs. (2) We assumed certain of these secured debts in connection with our acquisition of certain properties. We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition. We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of March 31, 2024 and December 31, 2023. We estimated the fair values of our three issuances of senior unsecured notes due 2025, 2028 and 2031 and our issuance of senior secured notes due 2026 using an average of the bid and ask price on Nasdaq on or about March 31, 2024 and December 31, 2023 (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair values of our secured debts by using discounted cash flows analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP). Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values. Note 7. Shareholders' Equity Common Share Purchases: During the three months ended March 31, 2024, we purchased an aggregate of 30,176 of our common shares, valued at a weighted average share price of $ 2.58 per common share, from certain former employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates. Distributions: During the three months ended March 31, 2024, we declared and paid quarterly distributions to common shareholders as follows: Declaration Date Record Date Payment Date Distribution Per Share Total Distributions January 11, 2024 January 22, 2024 February 15, 2024 $ 0.01 $ 2,404 On April 11, 2024, we declared a quarterly distribution to common shareholders of record on April 22, 2024 of $ 0.01 per share, or approximately $ 2,404 . We expect to pay this distribution on or about May 16, 2024 using cash on hand. Note 8. Segment Reporting We operate in, and report financial information for, the following two segments: Medical Office and Life Science Portfolio and senior housing operating portfolio, or SHOP. We aggregate the operating results of our properties in these two reporting segments based on their similar operating and economic characteristics. Our Medical Office and Life Science Portfolio segment primarily consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties primarily leased to biotech laboratories and other similar tenants. Our SHOP segment consists of managed 11 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) 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 on our behalf. We also report “non-segment” operations, which consists 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 Three Months Ended March 31, 2024 Medical Office and Life Science Portfolio SHOP Non-Segment Consolidated Revenues: Rental income $ 54,149 $ — $ 8,501 $ 62,650 Residents fees and services — 308,126 — 308,126 Total revenues 54,149 308,126 8,501 370,776 Expenses: Property operating expenses 23,897 283,416 291 307,604 Depreciation and amortization 20,740 46,922 2,471 70,133 General and administrative — — 7,568 7,568 Acquisition and certain other transaction related costs — — 86 86 Impairment of assets 12,142 — — 12,142 Total expenses 56,779 330,338 10,416 397,533 Loss on sale of properties ( 5,874 ) — — ( 5,874 ) Gains on equity securities, net — — — — Interest and other income — — 2,237 2,237 Interest expense ( 222 ) ( 68 ) ( 57,286 ) ( 57,576 ) Loss before income tax expense and equity in net earnings of investees ( 8,726 ) ( 22,280 ) ( 56,964 ) ( 87,970 ) Income tax expense — — ( 187 ) ( 187 ) Equity in net earnings of investees 1,613 — 285 1,898 Net loss $ ( 7,113 ) $ ( 22,280 ) $ ( 56,866 ) $ ( 86,259 ) As of March 31, 2024 Medical Office and Life Science Portfolio SHOP Non-Segment Consolidated Total assets $ 1,834,609 $ 3,103,540 $ 409,888 $ 5,348,037 12 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) For the Three Months Ended March 31, 2023 Medical Office and Life Science Portfolio SHOP Non-Segment Consolidated Revenues: Rental income $ 57,022 $ — $ 9,416 $ 66,438 Residents fees and services — 279,592 — 279,592 Total revenues 57,022 279,592 9,416 346,030 Expenses: Property operating expenses 23,515 262,329 236 286,080 Depreciation and amortization 20,035 42,152 2,613 64,800 General and administrative — — 5,873 5,873 Acquisition and certain other transaction related costs — — 93 93 Impairment of assets 2,308 3,617 — 5,925 Total expenses 45,858 308,098 8,815 362,771 Gain on sale of properties — 1,233 — 1,233 Gains on equity securities, net — — 8,126 8,126 Interest and other income — — 4,195 4,195 Interest expense ( 109 ) ( 271 ) ( 47,400 ) ( 47,780 ) Loss on modification or early extinguishment of debt — — ( 1,075 ) ( 1,075 ) Income (loss) before income tax benefit and equity in net losses of investees 11,055 ( 27,544 ) ( 35,553 ) ( 52,042 ) Income tax benefit — — 31 31 Equity in net losses of investees ( 647 ) — — ( 647 ) Net income (loss) $ 10,408 $ ( 27,544 ) $ ( 35,522 ) $ ( 52,658 ) As of December 31, 2023 Medical Office and Life Science Portfolio SHOP Non-Segment Consolidated Total assets $ 1,866,422 $ 3,134,978 $ 444,736 $ 5,446,136 Note 9. Senior Living Community Management Agreements Our managed senior living communities are operated by third parties pursuant to management agreements. Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, manages many of our SHOP communities. Five Star manages these communities for us pursuant to a master management agreement. AlerisLife guarantees the payment and performance of each of its applicable subsidiary's obligations under the applicable management agreements. In connection with ABP Trust’s acquisition of AlerisLife on March 20, 2023, we amended the master management agreement with AlerisLife to eliminate any change of control default or event of default provisions. See Note 11 for further information regarding ABP Trust's acquisition of AlerisLife. Our Senior Living Communities Managed by Five Star. Five Star managed 119 of our senior living communities as of both March 31, 2024 and 2023. We lease our senior living communities that are managed by Five Star to our taxable REIT subsidiaries, or TRSs. We incurred management fees payable to Five Star of $ 10,407 and $ 10,014 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, $ 9,998 and $ 9,137 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 409 and $ 877 , respectively, were capitalized in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets. 13 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) We incurred fees of $ 10 and $ 879 for the three months ended March 31, 2024 and 2023, 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 condensed consolidated statements of comprehensive income (loss). We lease to Five Star space at certain of our senior living communities, which it uses to provide certain outpatient rehabilitation and wellness services. Our Senior Living Communities Managed by Other Third Party Managers. Several other third party managers managed 111 of our senior living communities as of both March 31, 2024 and 2023. We lease our senior living communities that are managed by these third party managers to our TRSs. In March 2024, we terminated our management agreement with one of our third party managers which manages certain of our communities located in Wisconsin and Illinois. We have transitioned these communities to another third party manager which we have an existing relationship with. The terms of the management agreement for these communities are generally consistent with the terms of the existing management agreements with our other third party managers. We paid termination and other fees of $ 1,106 during the second quarter of 2024, and expect to incur additional costs during 2024, related to the transition of these communities. We incurred management fees payable to these third party managers of $ 5,725 and $ 5,238 for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in property operating expenses in our condensed consolidated statements of comprehensive income (loss). 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: Three Months Ended March 31, Revenue from contracts with customers: 2024 2023 Basic housing and support services $ 243,655 $ 222,187 Medicare and Medicaid programs 23,849 21,657 Private pay and other third party payer SNF services 40,622 35,748 Total residents fees and services $ 308,126 $ 279,592 Note 10. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of 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. See Note 11 for further information regarding our relationship, agreements and transactions with RMR. We recognized net business management fees of $ 4,878 and $ 3,270 for the three months ended March 31, 2024 and 2023, respectively. The net business management fees we recognized for the three months ended March 31, 2024 include $ 849 of estimated incentive fees based on our common share total return, as defined in our business management agreement. Although we recognized estimated incentive fees in accordance with GAAP, the actual amount of annual incentive fees for 2024, if any, will be based on our common share total return as defined in our business management agreement, for the three-year period ending December 31, 2024, and will be payable in January 2025. We did not incur any incentive fee payable for the year ended December 31, 2023. We recognize business management and incentive fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss). We recognized aggregate net property management and construction supervision fees of $ 1,904 and $ 1,992 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, $ 1,538 and $ 1,463 , respectively, of the total property management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 366 and $ 529 , respectively, were capitalized as building 14 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets. We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. 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. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR. We reimbursed RMR $ 3,728 and $ 3,533 for these expenses and costs for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in property operating expenses or general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss) for these periods. Management Agreements between our Joint Ventures and RMR. We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV. RMR provides management services to both of these joint ventures. 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. Note 11. Related Person Transactions We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star) 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. RMR Inc. is the majority owned subsidiary of RMR. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and, until the acquisition of AlerisLife by ABP Trust on March 20, 2023, the chair of the board of directors and a managing director of AlerisLife, and currently the sole director of AlerisLife. Jennifer F. Francis, our other Managing Trustee, our former President and Chief Executive Officer and a former managing director of AlerisLife served as an officer of RMR until December 31, 2023 and will remain an employee of RMR until her retirement on July 1, 2024. Our current President and Chief Executive Officer and our Chief Financial Officer and Treasurer are also employees and officers of RMR. Jennifer B. Clark, our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR, an officer of ABP Trust and secretary of AlerisLife and, until March 20, 2023, a managing director of AlerisLife. Certain of AlerisLife's officers are officers and employees of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as the chair of the board and as a managing trustee of these companies. Other officers of RMR, including Ms. Clark and certain of our officers, serve as managing trustees or officers of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. As of March 31, 2024, ABP Trust and Mr. Portnoy owned 9.8 % of our outstanding common shares. AlerisLife. Until March 20, 2023, we were AlerisLife's largest stockholder, owning approximately 31.9 % of AlerisLife's outstanding common shares, and ABP Acquisition LLC, or ABP Acquisition, a subsidiary of ABP Trust, together with ABP Trust, owned approximately 6.1 % of AlerisLife's outstanding common shares. Five Star is an operating division of AlerisLife. Five Star manages certain of the senior living communities we own. RMR provides management services to both us and AlerisLife. On February 2, 2023, AlerisLife entered into an Agreement and Plan of Merger, or the ALR Merger Agreement, with certain subsidiaries of ABP Trust, pursuant to which ABP Trust acquired all of the publicly held outstanding AlerisLife common shares at a price of $ 1.31 per share by tender offer. In connection with the ALR Merger Agreement, on February 2, 2023, we agreed to tender all the AlerisLife common shares that we and our subsidiary then owned, into the tender offer at the tender offer price, subject to the right, but not the obligation, to purchase, on or before December 31, 2023, AlerisLife common shares at the tender offer price, and otherwise pursuant to a stockholders agreement to be entered into at the time of any such purchase. On December 20, 2023, we and ABP Trust extended our right to purchase AlerisLife common shares until March 31, 2024. 15 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (dollar amounts in thousands, except per share data or as otherwise stated) On February 16, 2024, we exercised this purchase right and acquired, together with our applicable TRS, approximately 34.0 % of the then outstanding AlerisLife common shares from ABP Trust at the tender offer price, for a total purchase price of $ 14,890 , and we, our applicable TRS, ABP Trust and AlerisLife entered into a stockholders agreement. Following this acquisition, ABP Trust owns the remaining approximately 66.0 % of AlerisLife. See Note 9 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star). Our Joint Ventures. In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture. The remaining costs totaled $ 6,080 as of March 31, 2024 and are included in other assets, net, in our condensed consolidated balance sheet. RMR provides management services to each of the Seaport JV and the LSMD JV. See Note 10 for further information regarding those management agreements with RMR. Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR. Leases with RMR. We lease office space to RMR in certain of our properties for RMR’s property management offices. We recognized rental income from RMR for this leased office space of $ 109 and $ 61 for the three months ended March 31, 2024 and 2023, respectively. For further information about these and other such relationships and certain other related person transactions, see our Annual Report. Note 12. Income Taxes We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease our managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT. Our current income tax expense (or benefit) fluctuates from period to period based primarily on the timing of our income, including gains on the disposition of properties or losses in a particular quarter. For the three months ended March 31, 2024 and 2023, we recognized income tax expense of $ 187 and benefit of $ 31 , respectively. Note 13. Weighted Average Common Share s We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. 16 Table of Contents