Investor Presentation November 2018

Transcription

1 Investor Presentation November 2018

2 WARNING CONCERNING FORWARD LOOKING STATEMENTS THIS PRESENTATION CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS BELIEVE, EXPECT, ANTICIPATE, INTEND, PLAN, ESTIMATE, WILL, MAY AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS PRESENTATION RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS, OUR ABILITY TO RETAIN OUR EXISTING TENANTS, ATTRACT NEW TENANTS AND MAINTAIN OR INCREASE CURRENT RENTAL RATES, THE CREDIT QUALITIES OF OUR TENANTS, OUR ABILITY TO COMPETE FOR ACQUISITIONS AND TENANCIES EFFECTIVELY, OUR ACQUISITIONS AND SALES OF PROPERTIES, THE ABILITY OF THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES TO MAINTAIN AND INCREASE OCCUPANCY, REVENUES AND OPERATING INCOME AT THOSE COMMUNITIES, OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS, OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL, THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY, OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT, OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL, OUR CREDIT RATINGS, OUR BELIEF THAT THE AGING U.S. POPULATION AND INCREASING LIFE SPANS OF SENIORS WILL INCREASE THE DEMAND FOR SENIOR LIVING SERVICES AND OUR BELIEF THAT FIVE STAR SENIOR LIVING INC. (FIVE STAR), OUR FORMER SUBSIDIARY AND LARGEST TENANT AND THE MANAGER OF OUR MANAGED SENIOR LIVING COMMUNITIES, HAS ADEQUATE FINANCIAL RESOURCES AND LIQUIDITY AND THE ABILITY TO MEET ITS OBLIGATIONS TO US AND TO MANAGE OUR SENIOR LIVING COMMUNITIES SUCCESSFULLY. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, SUCH AS THE IMPACT OF CONDITIONS AND CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS AND MANAGERS, THE IMPACT OF THE PATIENT PROTECTION AND AFFORDABLE CARE ACT (ACA), INCLUDING CURRENT PROPOSALS TO REPEAL OR TO REPEAL AND REPLACE THE ACA, AND OTHER EXISTING OR PROPOSED LEGISLATION OR REGULATIONS ON US, ON OUR TENANTS AND MANAGERS AND ON THEIR ABILITY TO PAY OUR RENTS AND RETURNS, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, COMPLIANCE WITH, AND CHANGES TO APPLICABLE LAWS, REGULATIONS AND RULES, OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, COMPETITION WITHIN THE HEALTHCARE AND REAL ESTATE INDUSTRIES AND ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL. FOR EXAMPLE: (A) FIVE STAR MAY EXPERIENCE FINANCIAL DIFFICULTIES AS A RESULT OF A NUMBER OF FACTORS, INCLUDING CHANGES IN MEDICARE OR MEDICAID POLICIES, SUCH AS THOSE THAT MAY RESULT FROM THE ACA, WHICH COULD RESULT IN REDUCED MEDICARE OR MEDICAID RATES OR A FAILURE OF SUCH RATES TO COVER FIVE STAR S COSTS OR LIMIT THE SCOPE OR FUNDING OF EITHER OR BOTH PROGRAMS, THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON FIVE STAR AND ITS RESIDENTS AND OTHER CUSTOMERS, COMPETITION WITHIN THE SENIOR LIVING SERVICES BUSINESS, INCREASES IN INSURANCE AND TORT LIABILITY COSTS, INCREASES IN COMPLIANCE COSTS AND INCREASES IN FIVE STAR'S LABOR COSTS OR IN COSTS FIVE STAR PAYS FOR GOODS AND SERVICES; (B) IF FIVE STAR S OPERATIONS CONTINUE TO BE UNPROFITABLE, IT MAY DEFAULT ON ITS RENT OBLIGATIONS TO US; (C) IF FIVE STAR FAILS TO PROVIDE QUALITY SERVICES AT SENIOR LIVING COMMUNITIES THAT WE OWN, OUR INCOME FROM THESE COMMUNITIES MAY BE ADVERSELY AFFECTED; (D) OUR COMMUNITIES MAY FAIL TO BE COMPETITIVE AND THEY MAY FAIL TO ATTRACT RESIDENTS, DESPITE OUR CAPITAL INVESTMENTS; (E) OUR OTHER TENANTS MAY EXPERIENCE LOSSES AND DEFAULT ON THEIR RENT OBLIGATIONS TO US; (F) SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO OBTAIN NEW TENANTS TO MAINTAIN OR INCREASE THE HISTORICAL OCCUPANCY RATES OF, OR RENTS FROM, OUR PROPERTIES; (G) WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED; (H) WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING, MANAGEMENT AGREEMENTS OR LEASE TERMS FOR NEW PROPERTIES; (I) RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE BECAUSE OF CHANGING MARKET CONDITIONS OR OTHERWISE; (J) CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS AND SALES AND ANY RELATED LEASES OR MANAGEMENT ARRANGEMENTS WE MAY EXPECT TO ENTER INTO MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE; (K) OUR ACQUISITIONS ARE SUBJECT TO CONDITIONS THAT MAY NOT BE MET AND OUR ACQUISITIONS AND RELATED MANAGEMENT AND POOLING ARRANGEMENTS MAY NOT OCCUR, MAY BE DELAYED OR THEIR TERMS MAY CHANGE; (L) WE CANNOT BE SURE THAT WE WILL ENTER INTO ANY ADDITIONAL LEASES, MANAGEMENT ARRANGEMENTS OR OTHER TRANSACTIONS WITH FIVE STAR; (M) CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY; (N) ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE CREDIT FACILITIES WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITIES; (O) OUR OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR PAYMENT OF A FEE AND MEETING OTHER CONDITIONS THAT MAY NOT BE MET; (P) OUR RESIDENTS AND PATIENTS MAY BECOME UNABLE TO FUND OUR CHARGES WITH PRIVATE RESOURCES AND WE MAY BE REQUIRED OR MAY ELECT FOR BUSINESS REASONS TO ACCEPT OR PURSUE REVENUES FROM GOVERNMENT SOURCES, WHICH COULD RESULT IN AN INCREASED PART OF OUR NET OPERATING INCOME (NOI) AND REVENUE BEING GENERATED FROM GOVERNMENT PAYMENTS AND OUR BECOMING MORE DEPENDENT ON GOVERNMENT PAYMENTS; (Q) CIRCUMSTANCES THAT ADVERSELY AFFECT THE ABILITY OF SENIORS OR THEIR FAMILIES TO PAY FOR OUR TENANTS AND MANAGER S SERVICES, SUCH AS ECONOMIC DOWNTURNS, WEAK HOUSING MARKET CONDITIONS, HIGHER LEVELS OF UNEMPLOYMENT AMONG OUR RESIDENTS FAMILY MEMBERS, LOWER LEVELS OF CONSUMER CONFIDENCE, STOCK MARKET VOLATILITY AND/OR CHANGES IN DEMOGRAPHICS GENERALLY COULD AFFECT THE PROFITABILITY OF OUR SENIOR LIVING COMMUNITIES; (R) OUR UNSPENT LEASING RELATED OBLIGATIONS MAY COST MORE OR LESS AND MAY TAKE LONGER TO COMPLETE THAN WE CURRENTLY EXPECT, AND WE MAY INCUR INCREASING AMOUNTS FOR THESE AND SIMILAR PURPOSES IN THE FUTURE; (S) WE MAY NOT BE ABLE TO SELL PROPERTIES THAT WE DETERMINE TO OFFER FOR SALE ON TERMS ACCEPTABLE TO US OR OTHERWISE AND (T) OPERATING DEFICIENCIES OR A LICENSE REVOCATION AT ONE OR MORE OF OUR SENIOR LIVING COMMUNITIES MAY ADVERSELY IMPACT OUR ABILITY TO OBTAIN LICENSES FOR, OR ATTRACT RESIDENTS TO, OUR OTHER COMMUNITIES. OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2018 AND OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) IDENTIFY OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC S WEBSITE AT YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NON-GAAP FINANCIAL MEASURES THIS PRESENTATION CONTAINS NON-GAAP FINANCIAL MEASURES INCLUDING NORMALIZED FUNDS FROM OPERATIONS (FFO), ADJUSTED EBITDA, NOI AND CASH BASIS NOI. RECONCILIATIONS FOR THESE METRICS TO THE CLOSEST U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) METRICS ARE INCLUDED IN AN APPENDIX HERETO. 2

3 SNH - HEALTHCARE REAL ESTATE Quality Portfolio Predominantly private pay assets with limited exposure to government reimbursement programs such as Medicare & Medicaid. Diversification in geography, tenant and asset mix. Maintains quality through regular investment and active asset management. Positive Healthcare Industry Fundamentals National health spending is projected to grow at an average rate of 5.5% per year (1). Attractive Dividend Current annualized dividend of $1.56 per share or a 8.9% yield (3). Normalized FFO payout ratio of 87.1% for the trailing twelve months (4)(5). Conservative Financial Strategy Ample liquidity with a strong balance sheet. Investment grade ratings by Moody s (Baa3) and S&P (BBB-). (1) Source: Centers for Medicare & Medicaid Services, (2) Source: U.S. Census Bureau. (3) Annualized dividend yield is the annualized dividend paid during the applicable period divided by the closing price of SNH s common shares on the Nasdaq exchange as of September 30, 2018 (4) See page 30 for the calculation of Normalized FFO attributable to common shareholders per share and a reconciliation of net income attributable to common shareholders determined in accordance with GAAP to these amounts. (5) Excludes $55,740 or 23 business management incentive fee expense in 4Q17. 3

4 COMPANY OVERVIEW Focused Growth Medical office and life science buildings, and private pay senior living communities. Substantial Size $8.7 (1) billion investment portfolio. Geographic Diversity Properties in 42 states and Washington, D.C. Independent Living 27% Assisted Living 23% Life Science 23% Property Mix (2) Credit Diversity Approximately 700 tenants. Private Pay Limited government funding exposure with approximately 97% of NOI from private pay properties (3). Skilled Nursing 3% Wellness Centers 3% Medical Office 21% Investment Grade Rating S&P: BBB- Moody s: Baa3 Wt. Avg. Maturity: 8.1 years Adjusted EBITDA (4) / Interest Expense: 3.4x Total Debt (5) / Annualized Adjusted EBITDA (4) : 6.1x Secured Debt (5) / Total Assets: 10.0% (1) Represents gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs if any. (2) Based on Q NOI. See page 28 for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP to that amount. (3) Defined as properties categorized as MOBs, wellness centers and senior living communities in which the majority of the revenues are derived from private pay sources. (4) See page 29 for the calculation of Adjusted EBITDA and a reconciliation of net income determined in accordance with GAAP to that amount. (5) Debt amounts represent the principal balance as of September 30,

5 GEOGRAPHIC DIVERSIFICATION (1) MD 4% NC 3% IL 3% VA 3% GA 5% TX 7% WI 4% 32 Other States + D.C. 37% FL 8% CA 10% MA 16% $8.7 (2) billion invested in 443 properties located in 42 states and Washington, D.C. Note: Blue colored states represent states where SNH owns properties. (1) Based on cost of real estate properties as of September 30, Cost of real estate properties is before depreciation and less impairment write downs, if any. (2) Represents gross book value of real estate assets before depreciation and purchase price allocations, less impairment write downs if any. 5

6 HIGH QUALITY MOB PORTFOLIO 12.6 million square feet in 129 properties located in 28 states and Washington, D.C. Concord, MA. Tenant: Harvard Vanguard. Square feet: 49,250. Los Angeles, CA. Tenant: Cedars-Sinai Medical Center. Square feet: 330,892. Sheboygan, WI. Tenant: Aurora Healthcare, Inc. Square feet: 154,423. Approximately 689 tenants with occupancy of 95.6% (1) at September 30, Durham, NC. Tenant: Duke University Health System. Square feet: 126,225. Overland Park, KS Tenant: Quintiles Square feet: 239,366 Irving, TX. Tenant: Hospital Corporation of America. Square feet: 94,137. (1) MOB occupancy data is as of quarter end and includes (i) space being fitted out for occupancy and (ii) space which is 6 leased but is not occupied or is being offered for sublease by tenants.

7 Population - millions MEDICAL OFFICE INDUSTRY DYNAMICS Aging US Population By 2029, more than 20 percent of the total U.S. population will be over the age of Population Growth (1) 15.6% 13.1% % 19.0% 16.9% % % 20% 15% 10% 5% ($ in billions) National Healthcare Expenditures (2) % of population 0% $5,000 $4,000 $3,000 $2,000 Demand for Healthcare National health spending is projected to grow at an average rate of 5.5% per year and reach $5.7 trillion by $1,000 $ (1) Source: U.S. Census Bureau. (2) Source: Centers for Medicare & Medicaid Services, 7

8 MEDICAL OFFICE AND LIFE SCIENCE PORTFOLIO Largest MOB Tenants ($ in 000s) Square Feet Annualized Rental Income (1) % (1) Lease Expiration Vertex Pharmaceuticals, Inc. (2) 1,082,000 $94,783 (2) 12.2% (2) 2028 Advocate Aurora Health 643,000 $16, % 2024 Cedars-Sinai Medical Center 142,000 $14, % The Scripps Research Institute 164,000 $10, % 2019 Reliant Medical Group, Inc. 362,000 $7, % 2019 Ology Bioservices, Inc. 165,586 $7, % % MOB Annualized Rental Income Expiring (1) 37% 30% 20% Pharmaceutical company with a focus on medicines that treat cystic fibrosis. 10% 0% 3% 11% 8% 6% 8% 6% 11% 4% 6% Market Cap. of approximately $45 billion (3). LTM revenues of $2.8 billion. Approved medicines include SYMDEKO, ORKAMBI, and KALYDECO. (1) Annualized rental income is based on rents pursuant to existing leases as of September 30, Annualized rental income includes estimated percentage rents, straight line rent adjustments and estimated recurring expense reimbursements for certain net and modified gross leases; excludes lease value amortization at certain of our MOBs. 8 (2) The property leased by this tenant is owned by a joint venture, of which we own a 55% equity interest. Rental income presented includes 100% of rental income as reported under GAAP. (3) As of close of market, October 30, 2018.

9 MEDICAL OFFICE BUILDING SEGMENT 37% Patient Care Clinics, outpatient centers, and doctors offices. Life Science Laboratory and research space. Medical Office Buildings (1) 53% 10% Other Medical Related Medical equipment manufacturing & other medical related tenants. (1) Based on Q NOI. See exhibits herein for the calculation of NOI and a reconciliation of net income determined in accordance with GAAP 9 to that amount.

10 OVERLAND PARK, KANSAS 6700 WEST 115 TH STREET ACQUIRED: PROPERTY TYPE: CBSA: PURCHASE PRICE (1) : SQUARE FOOTAGE: CAP RATE (2) : MAJOR TENANT (% sq. ft.): REMAINING LEASE TERM (3) : OCCUPANCY (4) : 1/3/2018 Life Science Kansas City, MO-KS $44.6 million 239 K 9.4% IQVIA Holdings, Inc. (74%) 5.8 years 100% Summary: Originally designed as a build-to-suit for IQVIA Holdings, Inc. IQVIA utilizes part of the space as a missioncritical, highly specialized clinical study and research facility. This is the firm s only facility of its kind in the United States and is one of only three in the world. IQVIA Holdings, Inc. Investment grade credit rating of S&P: BBB- and Market Cap of over $21 billion. Leading global provider of advanced analytics, technology solutions and contract research services to the life sciences industry. (1) Represents the purchase price, including assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. (2) Represents the ratio of the estimated GAAP-based annual rental income, excluding the impact of above and below market lease amortization, less estimated annual property operating expenses, if any, and excluding depreciation and amortization expense, to the purchase price on the date of acquisition, including the principal amount of any assumed debt and excluding acquisition costs. (3) Represents the weighted average remaining lease term based on rental income at the time of acquisition. (4) Occupancy based on leasable square feet as of the acquisition date. 10

11 CREVE COEUR, MISSOURI CITY PLACE 5 ACQUIRED: PROPERTY TYPE: CBSA: PURCHASE PRICE (1) : SQUARE FOOTAGE: CAP RATE (2) : MAJOR TENANT (% sq. ft.): REMAINING LEASE TERM (3) : OCCUPANCY (4) : 1/22/2018 Medical Office St. Louis, MO-IL $21.8 million 82 K 8.0% Signature Health Services, Inc.(41%) 4 years 90% Summary: The Property is leased to medical tenants offering a variety of services, including orthopedics, dentistry, plastic surgery, internal medicine, nutrition and multi-specialty medicine. In addition, the property is 17% leased to City Place Surgery Center, a privately owned, ambulatory surgery center equipped with four operating rooms featuring the latest in surgical technology. Signature Health Services, Inc. A division of Signature Medical Group, the largest independent physician-owned multi-specialty group in the St. Louis and Kansas City areas. Specialized in Orthopedic Surgery and Sports Medicine. (1) Represents the purchase price, including assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. (2) Represents the ratio of the estimated GAAP-based annual rental income, excluding the impact of above and below market lease amortization, less estimated annual property operating expenses, if any, and excluding depreciation and amortization expense, to the purchase price on the date of acquisition, including the principal amount of any assumed debt and excluding acquisition costs. (3) Represents the weighted average remaining lease term based on rental income at the time of acquisition. (4) Occupancy based on leasable square feet as of the acquisition date. 11

12 SAN JOSE, CALIFORNIA 2904 ORCHARD PARKWAY ACQUIRED: PROPERTY TYPE: CBSA: PURCHASE PRICE (1) : SQUARE FOOTAGE: CAP RATE (2) : MAJOR TENANT (% sq. ft.): REMAINING LEASE TERM (3) : OCCUPANCY (4) : 1/25/2018 Life Science San Jose-Santa Clara, CA $24.7 million 79 K 8.5% Complete Genomics (100%) 8.1 years 100% Summary: Central Silicon Valley location. Recently renovated office / research and development building in which the tenants has invested in customized tenant improvements including specialized lab areas, clean rooms and mechanical equipment. Complete Genomics, Inc. A wholly owned subsidiary of BGI, the world s largest genomics services company in the world. An established technology leader in whole human genome sequencing using proprietary sequencing instruments, chemistry and software. (1) Represents the purchase price, including assumed debt, if any, and excludes acquisition costs and purchase price allocation adjustments, if any. (2) Represents the ratio of the estimated GAAP-based annual rental income, excluding the impact of above and below market lease amortization, less estimated annual property operating expenses, if any, and excluding depreciation and amortization expense, to the purchase price on the date of acquisition, including the principal amount of any assumed debt and excluding acquisition costs. (3) Represents the weighted average remaining lease term based on rental income at the time of acquisition. (4) Occupancy based on leasable square feet as of the acquisition date. 12

13 SENIOR LIVING PORTFOLIO 304 properties with 33,813 units located in 39 states. Granite Gate. Prescott, AZ. 127 Units. The Stratford. Carmel, IN. 213 Units. Calusa Harbour. Ft Myers, FL. 440 Units. Operators include: Five Star Senior Living, Brookdale Senior Living, and 11 private senior living operators. Remington Club. San Diego, CA. 405 Units. The Gables. Winchester, MA. 125 Units. Park Summit. Coral Springs, FL. 281 Units. 13

14 Units Millions SENIOR LIVING INDUSTRY DYNAMICS 11,000 10,000 9,000 Senior Housing Supply-Demand Age 85+ Population (2) 20 Trends (1) 92% 16 91% 9% 8% 7% 8,000 7,000 90% 12 6% 5% 6,000 5,000 4,000 3,000 89% 88% 8 4 4% 3% 2% 2,000 87% 1% 1, % 0 86% Inventory Growth Absorption Occupancy 85+ Population Growth Rate (%) New supply is modest in comparison to aging population growth. (1) Source: National Investment Center for the Seniors Housing and Care Industry (NIC), as of October 11, (2) Source: U.S. Census Bureau, 2014 National Population Projections. 14

15 SENIOR LIVING OPERATORS Operator Unit Mix Number of Communities (1) Units (1) Occupancy (2) Rental Coverage (2) Five Star Senior Living IL, AL, ALZ, SNF , % 1.05x Brookdale Senior Living AL % 2.15x 11 Private Operators IL, AL, SNF 27 3, % 1.26x Managed Senior Living IL, AL, ALZ, SNF 75 9, % (3) N/A Total Senior Living , % 1.13x Five Star Senior Living: The 4 th largest senior living operator in the nation. Publicly traded company with strong balance sheet. $0 drawn on revolving $100 million credit facility. Owns 20 communities with only one encumbered by an $8 million mortgage. (1) Number of communities and units are as of September 30, (2) Operator occupancy and rental coverage are presented for the twelve month period ended June 30, Rental coverage is calculated as operating cash flow from our tenants operations of properties, before subordinated charges, divided by rents payable to us. 15 (3) These senior living communities are managed for our account and include properties leased to our TRSs. Occupancy for the 12 month period ended or, if shorter, from the date of acquisition through September 30, 2018 was 86.1%.

16 INVESTMENT GRADE BALANCE SHEET Unsecured Senior Notes BBB- / Baa3 $2.25 billion of senior notes due in 2019, 2020, 2021, 2024, 2028, 2042 and Mortgage Debt & Capital Leases 97% of properties are unencumbered $746 million secured by 15 properties (1). Unsecured Senior Notes 28% Unsecured Term Loans $350 million non-revolving term loan. Matures in January $200 million non-revolving term loan. Matures in September Unsecured Credit Facility $1 billion revolving credit facility. $195 million outstanding. LIBOR plus 120 basis points. Matures in January 2022, with option to extend to Market Value of Common Shares 53% Mortgage Debt 9% Unsecured Term Loans 7% Unsecured Revolving Credit Facility 3% (1) Includes debt related to our 55% owned joint venture secured by one property. 16

17 CONSERVATIVE FINANCIAL PROFILE Total Debt as a % of Gross Assets Debt Maturity Schedule (2) 45% 40% 35% 30% 41.3% $1,200 $1,000 $800 $600 25% 20% 15% 10% $400 $200 $- SNH SNL US REIT Healthcare Index (1) (3) Unsecured Floating Unsecured Fixed Secured Fixed No derivatives, no off balance sheet liabilities and no material adverse change clauses or ratings triggers. (4) (1) Source for the Healthcare Index is SNL Financial; data is actual as of the most recent quarter reported. (2) As of September 30, (3) Includes $195,000 outstanding under our $1,000,000 revolving credit facility at September 30, Upon payment of an extension fee and our meeting certain conditions, we have the option to extend this maturity. (4) Includes $10,053 of capital lease obligations due in April. 17

18 $1.23 $1.24 $1.25 $1.28 $1.30 $1.38 $1.40 $1.42 $1.45 $1.49 $1.53 $1.56 $1.56 $1.56 $1.56 $1.56 $1.56 HISTORY OF RETURNS TO INVESTORS Dividends Paid Per Share (1) 400% Total Return (3) $ % $1.55 $ % 90% 300% $1.45 $1.40 $1.35 $1.30 $ % 86% 84% 82% 200% 100% $ % $ % 0% Annual Dividends Paid Normalized FFO Payout Ratio SNH SNL U.S. REIT Equity Normalized FFO payout ratio (2) of 86% for the trailing twelve months Q % total return over the last 15 years. (1) Excludes 13.2 /share of RMR stock distributed in 4Q15 and the business management incentive fee expense in 4Q17. (2) See page 30 for the calculation of Normalized FFO attributable to common shareholders and a reconciliation of net 18 income attributable to common shareholders determined in accordance with GAAP to these amounts. (3) Source: SNL Financial, based on period from 9/30/2003 to 9/30/2018.

19 PREFERRED PORTFOLIO COMPOSITION 100% 90% 3% 4% 7% 1% 7% 17% 80% 23% 25% 20% 70% 60% 21% 83% 27% 15% 51% 50% 13% 40% 3% 7% 32% 30% 11% 1% 12% 20% 37% 10% 13% 23% 24% 20% 0% SNH OHI HCP VTR WELL Senior Housing - NNN Skilled Nursing Senior Housing - Managed Hospitals MOBs Life Science Other Source: Company filings and presentations. SNH, HCP, VTR and WELL shown as a percentage of NOI. OHI shown as a percentage of revenue. 19

20 HEALTHCARE REIT PEER COMPARISON Source: SNL Financial; data is actual as of the most recent quarter reported. 20

21 SNH is managed by The RMR Group (Nasdaq: RMR), which is an alternative asset manager. $30.1 Billion in AUM Combined RMR Managed Companies RMR s Operations Include: Approximately 600 CRE Professionals More than 30 Offices Throughout the U.S. $12 Billion in Annual Revenues Over 1,700 Properties Over 52,000 Employees Financial Services: Accounting Real Estate Services: Acquisitions/ Dispositions Business Services: Administration Capital Markets Asset Management Human Resources Compliance/ Audit Construction/ Development Information Technology (IT) Finance/ Planning Engineering Investor Relations Treasury Leasing Marketing Tax Property Management Legal/ Risk Management National Multi-Sector Investment Platform Office Industrial Government Medical Office Life Sciences Senior Living Hotels Travel Centers 21

22 SNH benefits from its relationship with RMR. Provides SNH with scale and efficiencies. SNH has no employees; RMR provides all the employees. RMR s acquisitions team sees virtually every property marketed for sale in every market across the United States. RMR can attract very strong real estate professionals (acquisitions, asset management, property management, finance, accounting, etc.) because of the size of the portfolios for which they will be responsible. RMR provides job growth opportunities for employees which is a benefit when hiring in a tight job market. RMR property management employees focus only on assets managed by RMR, with no conflicting responsibilities for other owners. SNH benefits from the scale of a $30 billion platform. Examples: o Centralized procurement. o Centralized services. o Banking and capital markets. 40.0% SNH s G&A as a percent of net revenues compares favorably to our peer group 30.0% 32% 20.0% 18% 19% 10.0% 3% 3% 4% 4% 5% 5% 5% 5% 5% 7% 8% 8% 8% 8% 9% 9% 10% 0.0% HCN SNR VTR NHI SNH HCP OHI HTA UHT DOC MPW SBRA HR CTRE QCP CHCT LTC GMRE MRT GBCS (1) Source: company filings. Twelve months ended December 31, For SNH, excludes incentive management fee paid in respect to

23 Fees that SNH pays to RMR are primarily performance based and interests are aligned. RMR base management fee tied to SNH share price performance. Consists of an annual fee based on 50 bps multiplied by the lower of: (1) SNH s historical cost of real estate, or (2) SNH s total market capitalization. There is no incentive for RMR to complete any transaction that could reduce share price. RMR incentive fees contingent on total shareholder return outperformance. Equal to 12% of value generated by SNH in excess of the benchmark index total returns (SNL US Healthcare REIT Index) per share over a three year period, subject to a cap (1.5% of equity market cap). Outperformance must be positive: it can t be the best of the worst. Shareholders keep 100% of benchmark returns and 88% of returns in excess of the benchmark. Other fees. Property management fee: consists of an annual fee based on 3.0% of rents collected at SNH s MOB properties. Construction management fee based on 5.0% of project costs. Alignment of Interests If SNH s stock price goes up; RMR gets its full base management fee. If SNH s stock price goes down; RMR gets less base management fee. Incentive fee structure keeps RMR focused on increasing total shareholder return. SNH owns 8.46% of RMR s shares outstanding. As RMR s share price improves, SNH also realizes appreciation in its holdings. ($88.4 million in the first three quarters of 2018) Members of RMR senior management are substantial holders of SNH stock, some subject to long term lock up agreements. SNH shareholders have visibility into publicly traded RMR. SNH benefits from RMR s national footprint and economies of scale of $30 billion platform. 23

24 Total Return (%) Typical criticisms of external managers: What are the facts for SNH? Criticism: Will buy anything with no regard to price to grow assets under management and increase fees. Since 2015, contract terms provide no incentive to grow AUM. Overall in 2017, RMR reviewed 679 transactions. o 180 deals were presented to the capital allocation committee (27%). o 27 deals were closed (4%). In 2017, SNH made nine acquisitions for $203 million. In 2018, through September 30 th, SNH has been a net seller by $155 million, recognizing gains of $262 million. Criticism: Growth for growth s sake/serial equity issuers. It has been more than three years since SNH last issued equity on February 4, Criticism: Externally managed companies underperform their peers. SNH has outperformed its peer group over the past three years. SNH s total return performance versus the SNL US REIT Healthcare Index (1) 80% 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% Jan-2016 Apr-2016 Jul-2016 Oct-2016 Jan-2017 Apr-2017 Jul-2017 Oct-2017 Jan-2018 Apr-2018 Jul-2018 Oct-2018 SNH (39.9%) SNL U.S. REIT Healthcare (12.68%) (1) For the period from January 1, 2016 to October 31,

25 DEDICATED & DISCIPLINED BUSINESS PLAN Active asset management and investing internally. We invest in medical office buildings through capital improvements or strategic repositioning to attract high quality tenants. We evaluate expansion and conversion projects in senior living communities to take advantage of opportunities in certain markets where demand is evident. External Growth. We selectively acquire properties with a focus on high quality life science and medical office properties in strategic locations. We monitor senior housing and opportunistically acquire private pay communities. Maintaining investment grade rated financial profile. Grow FFO. Monitor debt market. Assess alternative sources to optimize weighted average cost of capital. 25

26 EXHIBITS

27 FINANCIAL SUMMARY ($ in 000's, except per share data) For the Three Months Ended 9/30/2018 9/30/2017 Rental Income $173,648 $168,348 Residents fees and services (managed properties) 105,321 98,325 Total revenues $278,969 $266,673 Property net operating income (NOI) (1) $162,982 $161,984 NOI margin % 58.4% 62.7% Adjusted EBITDA (1) $153,134 $151,534 Normalized funds from operations (FFO) (1) $100,248 $104,043 Per share data: Common dividend $0.39 $0.39 Normalized FFO $0.42 $0.44 Normalize FFO payout ratio 92.9% 88.6% (1) See following pages for reconciliations to nearest GAAP measures. 27

28 CALCULATION AND RECONCILIATION OF NET OPERATING INCOME (NOI) AND CASH BASIS NOI (1) For the Three Months Ended For the Nine Months Ended ($ in 000 s) 9/30/2018 6/30/2018 3/31/ /31/2017 9/30/2017 9/30/2018 9/30/2017 Calculation of NOI and Cash Basis NOI: Revenues: Rental income $ 173,648 $ 174,585 $ 173,728 $ 179,585 $ 168,348 $ 521,961 $ 501,437 Residents fees and services 105, , ,042 98,958 98, , ,748 Total revenues 278, , , , , , ,185 Property operating expenses (115,987) (110,056) (108,098) (104,842) (104,689) (334,141) (308,650) Property net operating income (NOI): 162, , , , , , ,535 Non-cash straight line rent adjustments (2,484) (3,030) (2,993) (3,473) (3,621) (8,507) (10,485) Lease value amortization (1,493) (1,416) (1,381) (1,386) (1,352) (4,290) (3,963) Non-cash amortization included in property operating expenses (2) (199) (199) (199) (200) (199) (597) (598) Cash Basis NOI $ 158,806 $ 162,501 $ 163,099 $ 168,642 $ 156,812 $ 484,407 $ 472,489 Reconciliation of Net Income to NOI and Cash Basis NOI: Net income $ 47,202 $ 124,988 $ 237,405 $ 66,328 $ 35,793 $ 409,596 $ 85,475 Equity in earnings of an investee (831) (7) (44) (75) (31) (882) (533) Income tax expense (Gain) loss on early extinguishment of debt (108) ,627 Interest expense 45,416 44,813 43,552 40,625 40, , ,394 Interest and other income (248) (60) (54) (83) (128) (362) (323) Unrealized gains and losses on equity investments, net (35,137) (23,265) (27,241) (85,643) Dividend income (660) (659) (659) (659) (659) (1,978) (1,978) Gain on sale of properties (80,762) (181,154) (46,055) (261,916) Impairment of assets 4, ,073 5,082 Acquisition and certain other transaction related costs General and administrative expense 31,032 29,078 25,118 45,813 19,883 85,228 57,880 Depreciation and amortization expense 71,661 72,300 70,339 67,398 66, , ,463 Property NOI 162, , , , , , ,535 Non-cash amortization included in property operating expenses (2) (199) (199) (199) (200) (199) (597) (598) Lease value amortization (1,493) (1,416) (1,381) (1,386) (1,352) (4,290) (3,963) Non-cash straight line rent adjustments (2,484) (3,030) (2,993) (3,473) (3,621) (8,507) (10,485) Cash Basis NOI $ 158,806 $ 162,501 $ 163,099 $ 168,642 $ 156,812 $ 484,407 $ 472,489 (1) See Definitions of Certain Non-GAAP Financial Measures on page 31 for a definition of NOI and Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (2) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. common stock in June A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. 28

29 CALCULATION AND RECONCILIATION OF EBITDA AND ADJUSTED EBITDA (1) For the Three Months Ended For the Nine Months Ended ($ in 000 s) 9/30/2018 6/30/2018 3/31/ /31/2017 9/30/2017 9/30/2018 9/30/2017 Net income $ 47,202 $ 124,988 $ 237,405 $ 66,328 $ 35,793 $ 409,596 $ 85,475 Interest expense 45,416 44,813 43,552 40,625 40, , ,394 Income tax expense Depreciation and amortization expense 71,661 72,300 70,339 67,398 66, , ,463 EBITDA 164, , , , , , ,632 General and administrative expense paid in common shares (2) ,668 1,626 Estimated business management incentive fees (3) 18,751 17,610 14,347 (22,048 ) 8,022 50,708 22,048 Acquisition and certain other transaction related costs Impairment of assets 4, ,073 5,082 (Gain) loss on early extinguishment of debt (108 ) ,627 Gain on sale of properties (80,762 ) (181,154 ) (46,055 ) (261,916 ) Unrealized gains and losses on equity securities, net (4) (35,137 ) (23,265 ) (27,241 ) (85,643 ) Adjusted EBITDA $ 153,134 $ 157,192 $ 157,844 $ 107,187 $ 151,534 $ 468,171 $ 456,163 (1) See Definitions of Certain Non-GAAP Financial Measures on page 31 for a definition of EBITDA and Adjusted EBITDA and a description of why we believe they are appropriate supplemental measures. (2) Amounts represent equity compensation awarded to our trustees, officers and certain other employees of RMR LLC. (3) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our condensed consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include these amounts in the calculation of Adjusted EBITDA until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Adjusted EBITDA includes business management incentive fee expense of $55,740 for the three months ended December 31, Excluding business management incentive fee expense, Adjusted EBITDA would have been $162,927 for the three months ended December 31, (4) Unrealized gains and losses on equity securities, net, represent the adjustment required to adjust the carrying value of our investments in RMR Inc. and Five Star common stock to their fair value as of the end of the period in accordance with new GAAP standards effective January 1,

30 CALCULATION AND RECONCILIATION OF FUNDS FROM OPERATION (FFO) AND NORMALIZED FFO (1) ATTRIBUTABLE TO COMMON SHAREHOLDERS For the Three Months Ended For the Nine Months Ended 9/30/2018 6/30/2018 3/31/ /31/2017 9/30/2017 9/30/2018 9/30/2017 Net income attributable to common shareholders $ 45,805 $ 123,587 $ 236,022 $ 65,000 $ 34,414 $ 405,415 $ 82,610 Depreciation and amortization expense 71,661 72,300 70,339 67,398 66, , ,463 Noncontrolling interest's share of net FFO adjustments (5,300) (5,300) (5,300) (5,304) (5,305) (15,900) (11,066) Gain on sale of properties (80,762) (181,154) (46,055) (261,916) Impairment of assets 4, ,073 5,082 FFO attributable to common shareholders 116, , ,907 81,039 95, , ,089 Estimated business management incentive fees (2) 18,751 17,610 14,347 (22,048) 8,022 50,708 22,048 Acquisition and certain other transaction related costs (Gain) loss on early extinguishment of debt (108) ,627 Unrealized gains and losses on equity securities, net (3) (35,137) (23,265) (27,241) (85,643) Normalized FFO attributable to common shareholders $ 100,248 $ 104,785 $ 107,163 $ 59,246 $ 104,043 $ 312,197 $ 315,912 Weighted average common shares outstanding (basic) 237, , , , , , ,404 Weighted average common shares outstanding (diluted) 237, , , , , , ,445 Per Common Share Data (basic and diluted): Net income attributable to common shareholders $ 0.19 $ 0.52 $ 0.99 $ 0.27 $ 0.14 $ 1.71 $ 0.35 FFO attributable to common shareholders $ 0.49 $ 0.46 $ 0.50 $ 0.34 $ 0.40 $ 1.46 $ 1.20 Normalized FFO attributable to common shareholders $ 0.42 $ 0.44 $ 0.45 $ 0.25 $ 0.44 $ 1.31 $ 1.33 (1) See Definitions of Certain Non-GAAP Financial Measures on page 31 for a definition of FFO attributable to common shareholders and Normalized FFO attributable to common shareholders, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (2) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income attributable to common shareholders in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income attributable to common shareholders, we do not include these amounts in the calculation of Normalized FFO attributable to common shareholders until the fourth quarter, when the amount of business management incentive fee expense for the calendar year, if any, is determined. Normalized FFO attributable to common shareholders includes business management incentive fee expense of $55,740 for the three months ended December 31, Excluding business management incentive fee expense, Normalized FFO attributable to common shareholders per share would have been $0.48 for the three months ended December 31, (3) Unrealized gains and losses on equity securities, net, represent the adjustment required to adjust the carrying value of our investments in RMR Inc. and Five Star common stock to their fair value as of the end of the period in accordance with new GAAP standards effective January 1,

31 DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES NOI and Cash Basis NOI The calculations of NOI and Cash Basis NOI exclude certain components of net income in order to provide results that are more closely related to our property level results of operations. We calculate NOI and Cash Basis NOI as shown on page 28. We define NOI as income from our real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization. We define Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash amortization included in property operating expenses. We consider NOI and Cash Basis NOI to be appropriate supplemental measures to net income because they may help both investors and management to understand the operations of our properties. We use NOI and Cash Basis NOI to evaluate individual and company wide property level performance, and we believe that NOI and Cash Basis NOI provide useful information to investors regarding our results of operations because these measures reflect only those income and expense items that are generated and incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. NOI and Cash Basis NOI do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or net income attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income and net income attributable to common shareholders as presented in our condensed consolidated statements of income. Other real estate companies and REITs may calculate NOI and Cash Basis NOI differently than we do. EBITDA and Adjusted EBITDA We calculate EBITDA and Adjusted EBITDA as shown on page 29. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our operating performance, along with net income and net income attributable to common shareholders. We believe that EBITDA and Adjusted EBITDA provide useful information to investors because by excluding the effects of certain historical amounts, such as interest, depreciation and amortization expense, EBITDA and Adjusted EBITDA may facilitate a comparison of current operating performance with our past operating performance. EBITDA and Adjusted EBITDA do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or net income attributable to common shareholders as indicators of operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income and net income attributable to common shareholders as presented in our condensed consolidated statements of income. Other real estate companies and REITs may calculate EBITDA and Adjusted EBITDA differently than we do. FFO and Normalized FFO Attributable to Common Shareholders We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown on page 30. FFO attributable to common shareholders is calculated on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is net income attributable to common shareholders, calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization and the difference between net income attributable to common shareholders and FFO attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to us. Our calculation of Normalized FFO attributable to common shareholders differs from Nareit's definition of FFO because we include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year, and we exclude acquisition and certain other transaction related costs expensed under GAAP such as legal and professional fees associated with our acquisition and disposition activities, gains and losses on early extinguishment of debt, if any, unrealized gains and losses on equity securities, net, if any, and Normalized FFO, net of FFO, from noncontrolling interest, if any. We consider FFO attributable to common shareholders and Normalized FFO attributable to common shareholders to be appropriate supplemental measures of operating performance for a REIT, along with net income and net income attributable to common shareholders. We believe that FFO attributable to common shareholders and Normalized FFO attributable to common shareholders provide useful information to investors, because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, FFO attributable to common shareholders and Normalized FFO attributable to common shareholders may facilitate a comparison of our operating performance between periods and with other REITs. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our revolving credit facility and term loan agreements and our public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or net income attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income and net income attributable to common shareholders as presented inour condensed consolidated statements of income. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. 31