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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 31, 2025
DIVERSIFIED HEALTHCARE TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| | | | | | | | |
| 001-15319 | | 04-3445278 |
| (Commission File Number) | | (IRS Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-796-8350
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title Of Each Class | | Trading Symbol(s) | | Name Of Each Exchange On Which Registered |
| Common Shares of Beneficial Interest | | DHC | | The Nasdaq Stock Market LLC |
| 5.625% Senior Notes due 2042 | | DHCNI | | The Nasdaq Stock Market LLC |
| 6.25% Senior Notes due 2046 | | DHCNL | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
In this Current Report on Form 8-K, the term “DHC” refers to Diversified Healthcare Trust and its consolidated subsidiaries, unless otherwise noted.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 31, 2025, DHC completed the sale of three life science properties with approximately 186,000 rentable square feet located at 3030, 3040 and 3050 Science Park Road, San Diego, California, or MUSE, for a net sales price of $159.0 million, excluding closing costs.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
DHC's unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 and DHC's unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2023 and unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the nine months ended September 30, 2024, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K. These unaudited pro forma condensed consolidated financial statements reflect DHC's financial position as if the sale of MUSE was completed as of September 30, 2024 and results of operations as if the sale of MUSE was completed as of January 1, 2023. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of DHC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in DHC's portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received pursuant to DHC's existing leases or leases DHC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.
(d) Exhibits.
| | | | | |
| 99.1 | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | DIVERSIFIED HEALTHCARE TRUST |
| | |
| | By: | /s/ Matthew C. Brown |
| | Name: | Matthew C. Brown |
| | Title: | Chief Financial Officer and Treasurer |
Date: February 3, 2025
DIVERSIFIED HEALTHCARE TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
On January 31, 2025, Diversified Healthcare Trust and its consolidated subsidiaries, or DHC, completed the sale of three life science properties with approximately 186,000 rentable square feet located at 3030, 3040 and 3050 Science Park Road, San Diego, California, or MUSE, for a net sales price of $159.0 million, excluding closing costs.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 reflects DHC's financial position as if the sale of MUSE was completed as of September 30, 2024. The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2023 and unaudited pro forma condensed consolidated statements of comprehensive income (loss) for the nine months ended September 30, 2024 reflect DHC's results of operations as if the sale of MUSE was completed on January 1, 2023. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) DHC's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024, and the notes thereto, included in DHC's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or SEC, on November 4, 2024 and (ii) DHC's consolidated financial statements for the year ended December 31, 2023, and the notes thereto, included in DHC's Annual Report on Form 10-K filed with the SEC on February 26, 2024.
These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of DHC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in DHC's portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received pursuant to DHC's existing leases or leases DHC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant. In the opinion of management, all adjustments necessary to reflect, in all material respects, the effects of the sale of MUSE have been included.
DIVERSIFIED HEALTHCARE TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2024
(dollars in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | |
| | Historical | | Transaction Accounting Adjustments | | Pro Forma |
| | | | (1) | | |
| Assets | | | | | | |
| Real estate properties: | | | | | | |
| Land | | $ | 623,322 | | | $ | (5,228) | | (A) | $ | 618,094 | |
| Buildings and improvements | | 6,049,365 | | | (188,107) | | (A) | 5,861,258 | |
| Total real estate properties, gross | | 6,672,687 | | | (193,335) | | | 6,479,352 | |
| Accumulated depreciation | | (2,110,692) | | | 49,840 | | (A) | (2,060,852) | |
| Total real estate properties, net | | 4,561,995 | | | (143,495) | | | 4,418,500 | |
| | | | | | |
| Investments in unconsolidated joint ventures | | 110,513 | | | — | | | 110,513 | |
| Assets of properties held for sale | | 81,163 | | | — | | | 81,163 | |
| Cash and cash equivalents | | 256,527 | | | — | | | 256,527 | |
| Restricted cash | | 4,873 | | | 157,891 | | (B) | 162,764 | |
| Equity method investment | | 23,758 | | | — | | | 23,758 | |
| Acquired real estate leases and other intangible assets, net | | 27,868 | | | — | | | 27,868 | |
| Other assets, net | | 218,499 | | | (6,588) | | (A) | 211,911 | |
| Total assets | | $ | 5,285,196 | | | $ | 7,808 | | | $ | 5,293,004 | |
| | | | | | |
| Liabilities and Shareholders' Equity | | | | | | |
| Senior secured notes, net | | $ | 801,315 | | | $ | — | | | $ | 801,315 | |
| Senior unsecured notes, net | | 2,016,140 | | | — | | | 2,016,140 | |
| Secured debt and finance leases, net | | 127,836 | | | — | | | 127,836 | |
| Liabilities of properties held for sale | | 2,617 | | | — | | | 2,617 | |
| Accrued interest | | 22,589 | | | — | | | 22,589 | |
| Other liabilities | | 266,295 | | | (1,670) | | (A) | 264,625 | |
| Total liabilities | | 3,236,792 | | | (1,670) | | | 3,235,122 | |
| | | | | | |
| Commitments and contingencies | | | | | | |
| | | | | | |
| Shareholders' equity: | | | | | | |
| Common shares of beneficial interest, $.01 par value: 300,000,000 shares authorized, 241,281,373 shares issued and outstanding | | 2,413 | | | — | | | 2,413 | |
| Additional paid in capital | | 4,619,990 | | | — | | | 4,619,990 | |
| Cumulative net income | | 1,495,469 | | | 9,478 | | (C) | 1,504,947 | |
| Cumulative other comprehensive income | | 8 | | | — | | | 8 | |
| Cumulative distributions | | (4,069,476) | | | — | | | (4,069,476) | |
| Total shareholders' equity | | 2,048,404 | | | 9,478 | | | 2,057,882 | |
| Total liabilities and shareholders' equity | | $ | 5,285,196 | | | $ | 7,808 | | | $ | 5,293,004 | |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
DIVERSIFIED HEALTHCARE TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2023
(amounts in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | | Historical | | Transaction Accounting Adjustments | | Pro Forma |
| | | | (2) | | |
| Revenues: | | | | | | |
| Rental income | | $ | 258,400 | | | $ | (7,986) | | (D) | $ | 250,414 | |
| Residents fees and services | | 1,151,908 | | | — | | | 1,151,908 | |
| Total revenues | | 1,410,308 | | | (7,986) | | | 1,402,322 | |
| | | | | | |
| Expenses: | | | | | | |
| Property operating expenses | | 1,174,151 | | | (3,917) | | (D) | 1,170,234 | |
| Depreciation and amortization | | 284,083 | | | (25,464) | | (D) | 258,619 | |
| General and administrative | | 26,131 | | | — | | | 26,131 | |
| Acquisition and certain other transaction related costs | | 10,853 | | | — | | | 10,853 | |
| Impairment of assets | | 18,380 | | | — | | | 18,380 | |
| Total expenses | | 1,513,598 | | | (29,381) | | | 1,484,217 | |
| | | | | | |
| Gain on sale of properties | | 1,205 | | | 9,478 | | (E) | 10,683 | |
| Gains on equity securities, net | | 8,126 | | | — | | | 8,126 | |
| Interest and other income | | 15,536 | | | — | | | 15,536 | |
| Interest expense | | (191,775) | | | — | | | (191,775) | |
| Loss on modification or early extinguishment of debt | | (2,468) | | | — | | | (2,468) | |
| Loss before income tax expense and equity in net losses of investees | | (272,666) | | | 30,873 | | | (241,793) | |
| Income tax expense | | (445) | | | — | | | (445) | |
| Equity in net losses of investees | | (20,461) | | | — | | | (20,461) | |
| Net loss | | $ | (293,572) | | | $ | 30,873 | | | $ | (262,699) | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Weighted average common shares outstanding (basic and diluted) | | 238,836 | | | | | 238,836 | |
| | | | | | |
| Per common share amounts (basic and diluted): | | | | | | |
| Net loss | | $ | (1.23) | | | | | $ | (1.10) | |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
DIVERSIFIED HEALTHCARE TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
For the Nine Months Ended September 30, 2024
(amounts in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | | Historical | | Transaction Accounting Adjustments | | Pro Forma |
| | | | (2) | | |
| Revenues: | | | | | | |
| Rental income | | $ | 187,155 | | | $ | (6,895) | | (D) | $ | 180,260 | |
| Residents fees and services | | 928,653 | | | — | | | 928,653 | |
| Total revenues | | 1,115,808 | | | (6,895) | | | 1,108,913 | |
| | | | | | |
| Expenses: | | | | | | |
| Property operating expenses | | 921,366 | | | (2,877) | | (D) | 918,489 | |
| Depreciation and amortization | | 207,449 | | | (6,148) | | (D) | 201,301 | |
| General and administrative | | 27,763 | | | — | | | 27,763 | |
| Acquisition and certain other transaction related costs | | 2,243 | | | — | | | 2,243 | |
| Impairment of assets | | 41,718 | | | — | | | 41,718 | |
| Total expenses | | 1,200,539 | | | (9,025) | | | 1,191,514 | |
| | | | | | |
| Loss on sale of properties | | (18,976) | | | — | | | (18,976) | |
| | | | | | |
| Interest and other income | | 7,215 | | | — | | | 7,215 | |
| Interest expense | | (175,721) | | | — | | | (175,721) | |
| Loss on modification or early extinguishment of debt | | (209) | | | — | | | (209) | |
| Loss before income tax expense and equity in net losses of investees | | (272,422) | | | 2,130 | | | (270,292) | |
| Income tax expense | | (505) | | | — | | | (505) | |
| Equity in net losses of investees | | (9,882) | | | — | | | (9,882) | |
| Net loss | | $ | (282,809) | | | $ | 2,130 | | | $ | (280,679) | |
| | | | | | |
| Other comprehensive income: | | | | | | |
| Equity in unrealized gains of an investee | | 8 | | | — | | | 8 | |
| Other comprehensive income | | 8 | | | — | | | 8 | |
| Comprehensive loss | | $ | (282,801) | | | $ | 2,130 | | | $ | (280,671) | |
| | | | | | |
| Weighted average common shares outstanding (basic and diluted) | | 239,396 | | | | | 239,396 | |
| | | | | | |
| Per common share amounts (basic and diluted): | | | | | | |
| Net loss | | $ | (1.18) | | | | | $ | (1.17) | |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
DIVERSIFIED HEALTHCARE TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(1) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments
(A) The adjustments represent the effect of the sale of MUSE.
(B) The adjustment represents $157,891 of estimated net proceeds to DHC from the sale of MUSE. These net proceeds are being held by DHC as restricted cash as these three properties secure its $940,534 of senior secured notes due 2026, and DHC is required to use the net proceeds to partially redeem these senior secured notes.
(C) The adjustment represents an increase of $9,478 for the estimated gain on sale of properties related to the sale of MUSE.
(2) Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Unaudited Pro Forma Condensed Consolidated Statement of Comprehensive Income (Loss) Adjustments
(D) The adjustments represent the historical revenues and expenses of MUSE for the year ended December 31, 2023 and the nine months ended September 30, 2024 as if this transaction had occurred on January 1, 2023.
(E) The adjustment represents an increase of $9,478 for the estimated gain on sale of properties related to the sale of MUSE.
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