Good day, and welcome to the Diversified Healthcare Trust Third Quarter 2020 Financial Results Conference Call. I will now pass the conference to Michael Kodesch, Director of Investor Relations. Please proceed.

Thank you. Welcome to Diversified Healthcare Trust call covering the third quarter 2020 results. Joining me on today's call are Jennifer Francis, President and Chief Operating Officer; and Rick Siedel, Chief Financial Officer and Treasurer. Today's call includes a presentation by management followed by a question-and-answer session. I would like to note that the transcription, recording and retransmission of today's conference call are strictly prohibited without the prior written consent of Diversified Healthcare Trust or DHC. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon DHC's present beliefs and expectations as of today, Thursday, November 5, 2020. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call other than through filings with the Securities and Exchange Commission or SEC. In addition, this call may contain non-GAAP numbers, including normalized funds from operations or normalized FFO, EBITDA, EBITDARM and cash basis net operating income or cash basis NOI. Reconciliations of net income or loss attributable to common shareholders to these non-GAAP figures and the components to calculate AFFO, CAD or FAD, are available in our supplemental operating and financial data package found on our website at www.dhcreit.com. Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences is contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements. Now, I'd like to turn the call over to Jennifer.

Thank you, Michael, and good morning. Welcome to Diversified Healthcare Trust Third Quarter 2020 Earnings Call. In the quarter, we saw the continuation of the COVID-19 pandemic and its significant effect on our senior housing operating portfolio. As we see increased new cases in the United States, we're appreciative of the steps that our operator has taken to ensure the ongoing safety and well-being of the residents and employees in these communities. I'm pleased that our intentional diversification of our holdings to include a large medical office and life sciences portfolio and steps taken earlier in the year to enhance liquidity have helped us to withstand the challenges that the senior living industry is facing during these unprecedented times. In the third quarter of 2020, DHC's normalized FFO attributable to common shareholders was $13.2 million or $0.06 per share, representing an $0.18 per share decrease from the second quarter, largely driven by the pronounced effects of COVID-19, and more specifically, its impact to our SHOP segment results. Before moving to a discussion of our broader portfolio results, I'd like to spend time this morning addressing the sequential quarter-over-quarter decline as well as what we're doing to manage through this challenging environment and the associated costs. One of our highest priorities remains the health and well-being of the residents and employees at our senior living communities. Our manager has worked tirelessly to control the spread of the virus and is taking all of the necessary steps to safeguard residents. As of October 31, 1% of our residents had active cases of COVID-19, while over 92% of our resident population has not contracted COVID-19 since the onset of the pandemic and 67% of those who have tested positive during the pandemic have since recovered, as defined by CDC guidelines. Our operator's systemwide COVID-related protocols have translated to increases in medical supply expenses of roughly $3 million over the second quarter. In addition to residents, frontline workers have not been immune to the effects of the virus. COVID-related testing and medical care during the third quarter drove community-level employee healthcare costs up approximately $8.7 million over the second quarter. Also, as a reminder, we recognized a $7.3 million benefit in the second quarter related to the CARES Act and recognized none in the third quarter. In total, these three COVID-related line items account for an approximate $19 million decrease in normalized FFO from our SHOP segment or $0.08 per share when compared to the second quarter. We expect the expense pressures to persist in the near term and to dissipate as the pandemic wanes. In the past, we've seen that sacrificing rate for occupancy has led to long-term revenue deterioration. Now with our support, Five Star remains committed to optimizing revenue rather than managing occupancy. While we acknowledge that a commitment to this strategy may weigh on near-term results, we believe we will be better positioned in the future compared to communities that are offering material rent reductions to grow occupancy. Five Star is currently working with additional referral sources to attract new residents to grow occupancy without undermining rate. We've seen a resulting 35% increase in leads in the third quarter, with conversion rates consistent with pre-pandemic rates. Third quarter move-ins increased 31% over the second quarter, though move-outs exceeded move-ins. The impact of this COVID-19-related occupancy loss resulted in same-property SHOP portfolio revenues that were down $13 million from the second quarter or approximately $0.05 per share in normalized FFO. Same-property revenues were down 11.6% from the prior year, driven by a decline in average occupancy to 76.3%, partially offset by a 20 basis point increase in rate. Sequentially, same-property SHOP average occupancy was down 355 basis points or approximately 27 basis points per week. Looking ahead, we expect operational headwinds to persist. While 97% of our managed communities are currently open for admissions, the majority of residents moving into our communities today are largely needs-based, although we believe there is pent-up demand from those seniors that are deferring their move-in decisions. Turning to our Office Portfolio segment. As of the third quarter, DHC's Office Portfolio segment contained approximately 11.6 million square feet, comprised of just over 7 million square feet of medical office buildings and 4.6 million square feet of life science properties with a weighted average remaining lease term of six years and same-property occupancy for the quarter of 93.3%. As I mentioned last quarter, leasing volumes slowed considerably in the second quarter. During the third quarter, we were pleased to see leasing activity increase, and we entered into 202,000 square feet of new and renewal leases with a 4.1% roll-up in rents, a weighted average lease term of seven years and with leasing costs of approximately $3.51 per square foot per year. Of note, we signed our first lease at the Torrey Pines redevelopment during the third quarter for approximately 23,000 square feet at close to a 20% roll-up from prior rents. We have a strong leasing pipeline of prospects for this asset, and we're scheduled for completion of the project in the fourth quarter. Looking at our Office Portfolio results compared to the second quarter, same-property cash basis NOI decreased $2.1 million or 3.8%. This decrease in NOI was primarily COVID-related. $600,000 of the decrease was bad debt, most of which was for six tenants. Three were retail tenants in the Seaport District of Boston, and three were medical office tenants in Washington D.C. and Los Angeles. These tenants are in three of our strongest buildings in good markets, and we feel confident that we'll be able to backfill these spaces if we need to. Approximately $1.5 million of the NOI decrease was related to utilities, while we also experienced increases in cleaning and other operating expenses as tenants began returning to our buildings. While utilities were seasonally higher relative to the second quarter, there were additional COVID-related utilities expenses in the third quarter, driven by greater use of HVAC systems to filter air and provide for safer office environments. These decreases were partially offset by a $700,000 increase in parking over the second quarter as use of our garages in the Seaport District of Boston and at the Cedars-Sinai Medical office property increased as utilization of those spaces in those buildings increased. During our second quarter call, we reported that DHC had granted rent deferrals equal to $2.4 million in the Office Portfolio segment as of August 3, representing only 0.6% of the annualized revenue from this segment. As of November 2, deferrals have fallen by just under $600,000 to $1.8 million or 0.5% of annual revenues, as a result of renegotiation of a number of leases that were renewed for additional term in exchange for some form of deferral. As previously mentioned, our wellness center portfolio, which represents a 3.8% of third quarter NOI, had one tenant default at the start of the second quarter. We continue to work with this tenant on its arrearage, and it's planned to become current on rent. Our triple-net senior living portfolio, which represented 9% of our third quarter NOI continues to perform. There have been no new rent deferrals outside of the partial rent deferral granted for one tenant that was announced during our first quarter call. These properties had rent coverage of 1.63x in aggregate as of the second quarter of 2020 compared to 1.66x in the first quarter. Since the beginning of the third quarter, we completed $61.4 million of asset sales, bringing our disposition total to approximately $390 million since the program began. Today, we have properties under agreement to sell with negotiated proceeds totaling approximately $167 million. I'll now turn the call over to Rick to provide details on our financial results.

Thanks, Jennifer, and good morning, everyone. Since Jennifer has explained the causes of change in NOI that impacted our normalized FFO, I wanted to touch upon some of the other activity in our income statement. In the third quarter, we recognized approximately $64 million of impairment charges, largely related to 10 senior living communities we identified for closure and/or sale. These communities incurred $4 million of operating losses during the third quarter of 2020, and we and our operator concluded our portfolio would be stronger without continuing to operate these communities. We also recognized a reduction in NOI totaling $6.2 million during the third quarter related to a Medicare billing matter that Five Star's compliance program discovered related to a skilled nursing unit at one of our senior living communities. This reduction was recognized as a $4 million decrease in resident fees and services revenue and a $2.2 million increase in property operating expenses for the expected penalties and other costs related to this matter. Interest expense was $58.1 million for the third quarter of 2020, up $13.3 million year-over-year and $14.1 million sequentially from the second quarter. These increases were primarily due to the $1 billion of senior notes issued in June of 2020, offset by lower revolver and term loan interest. The June notes issuance was done to enhance our liquidity and we ended the third quarter with approximately $82 million of cash on hand and the full $1 billion of available capacity on our revolving credit facility. Our next debt maturity is not until December of 2021. With ample liquidity, we continue to invest capital in our existing portfolio. Despite the pandemic, in the third quarter, we spent $45.1 million on capital expenditures, an increase of $7.5 million over the second quarter. Approximately $25.4 million of our third quarter spend was considered recurring and included building improvements in both our Office Portfolio and SHOP segment and tenant improvements and leasing costs in our Office Portfolio. The remaining portion of our capital expenditures was spent on redevelopment capital projects. This included $14.8 million of redevelopment capital in our Office Portfolio, primarily related to the redevelopment of our life science campus in Torrey Pines. We invested only $5 million of redevelopment capital in our SHOP segment as COVID-19-related visitor restrictions continue to limit our ability to spend capital inside many of our communities. Lastly, I wanted to touch on rent collections, which continue to be strong. In our Office Portfolio, over 99% of our contractual rents due were collected during the quarter and in October. That concludes our prepared remarks. Operator, please open up the line for questions.

Our first question comes from Vikram Malhotra with Morgan Stanley.

Could you share your thoughts on the metrics? What is your perspective on the SHOP metrics as we head into the fourth quarter, particularly regarding the balance between occupancy and RevPAR? How do you see the relationship between RevPAR and occupancy as we approach the fourth quarter, especially with the potential rise in COVID cases and the onset of flu season?

Thanks, Vikram, for your question. We're expecting occupancy to continue to decline. I said that we had occupancy declines of 27 basis points per week, and we're expecting that to slow a bit. But we think it will still be in the 24, 25 basis points per week. We are still in the middle of a pandemic, and we're working hard. Five Star is working hard to attract residents to the communities, and it's really a combination of the confidence of prospective residents that they'll be safe in senior living communities. And Five Star has worked very hard with their protocols and infection control to ensure that residents do feel safe. That combined with the approval, availability, distribution, and public acceptance of an effective vaccine, I think will be what drives change and stop this decrease in occupancy.

Okay. That makes sense. And then I guess just on the penalty, maybe you can just get a bit more and give a little bit more color on how that was discovered. And kind of what are you doing going forward to kind of maybe remedy that? As well as maybe just a broader topic around operator diversification, something I guess in the past you've talked about as potentially a goal, but just kind of how you think about those two issues?

Vikram, this is Rick. Maybe I'll take a stab at the first piece. On the Medicare penalty, I think we all know health care is highly regulated and, therefore, it's important that senior living providers have strong internal compliance programs. We believe Five Star's compliance program is effective and can identify and address potential issues timely. And that's really what we've seen here. The OIG and CMS have a process for providers to voluntarily disclose and refund any overpayments. And that's really what has happened here. So Five Star's compliance program detected an issue, and we've dealt with the issue. This is, I believe, the first time our SHOP portfolios had this. I mean, it's somewhat common in the healthcare space, but there are a lot of procedures and controls in place to avoid this, to correct anything before it's a problem. And we're confident that, that will continue in place.

Vikram, on operator diversification, we have a great deal of faith in Five Star and the senior management team in turning Five Star around. They've been extremely focused on COVID containment and avoidance. But I think it's important to point out that Five Star was in the midst of a turnaround when the pandemic hit. And while they have folks that are very focused on COVID-19, they still have a core group of people in the corporate office who are focused on the turnaround. So we're not likely to diversify away from Five Star. What I'd say is how we will diversify would be continuing to move into medical office and life sciences at some point. So that's how we diversify our portfolio.

Okay, fair enough. Just one last question, if I may. Regarding the vaccine announcement and its distribution, is it three months away, six months, or twelve months? Once we receive the vaccine, we hope to see occupancy stabilize in the next three to six months. As you consider the process of rebuilding, I'm curious about your thoughts on occupancy versus rents. You've touched on this in your comments, but how do you envision filling the occupancy that you've lost today versus what you might expect in the next year?

Five Star is actively collaborating with referral sources to draw potential residents to their communities. They have appointed a Director of Marketing to assist in this effort. The goal is to convert those leads into actual move-ins. Their strong emphasis on resident safety is expected to be beneficial, along with their commitment to delivering an exceptional resident experience. While they will offer concessions, they do not view these as reduced rents, as that approach could harm profitability. Instead, they plan to provide incentives such as free rent upfront to attract residents.

Our next question comes from Bryan Maher with B. Riley Securities.

And certainly, a lot of information to unpack here, but thanks for that. But kind of building on that occupancy question, once we get a vaccine. Can you give us an idea of how quickly you think occupancy can ramp back up given that you've made the comment that you're seeing building demand out there that's not showing up yet, but it's there. So what would be the pace of occupancy recovery do you think?

It's hard to know exactly what the pace will be, Bryan. But what I would say is we're seeing an increase in move-ins already. It's just that move-outs have exceeded move-ins. So it's hard to say exactly how quickly we'll reoccupy, but I think that with the focus that Five Star has on leads and working with referral sources, I think that they'll increase at a good clip.

Okay. And can you give us some idea on those competitors that are cutting rates? How much are they cutting in? Is it 5%, 10%, 20%?

I believe the approaches vary widely. Some are very aggressive in trying to increase occupancy, but we see that as a risky path. Therefore, we will avoid pursuing that strategy.

Okay. And shifting gears to Torrey Pines and congratulations for wrapping that up here. You talked a little bit about the initial lease and the roll-up in rent. I think you might have said it was 20%. Maybe I read that down wrong. But how does that equate to what your pre-redevelopment expectations were for that property?

You remembered it correctly. It's close to a 20% increase in rent. Initially, when we began analyzing the potential redevelopment, we were discussing 5% to 7% increases in rent. The market has improved; every quarter, we see occupancy increasing and vacancies decreasing. There are many life sciences tenants in that market seeking space. Our pipeline is strong, and we expect to continue seeing these significant increases.

Okay. And last for me, and I don't know, maybe this is for Rick. But you guys have now like almost $1.1 billion of liquidity. And I know you took down that big nugget in the middle of the summer. Do you think you took down too much debt at the higher rate? And what, if any, are opportunities to cut into that? I think I read a footnote that you can't prepay that until 2025, but is there something that you can do with all this liquidity? Or do you just have plans for it? Or do you just need it as comfort for the next 2 to 3 quarters till COVID wanes?

Thanks, Bryan. So the $1 billion of senior notes that we issued in June were 5-year noncall tools. So we do have the ability to take them out after 2 years. And we did that for the flexibility. We didn't know how long the pandemic would go. If this were to drag on for 2 years, we'd be really thankful that we didn't have a 2-year maturity on that. But at the same time, it's fairly expensive, and we're looking forward to refinancing it at lower rates. So I think at this stage in the game, not knowing if and when a vaccine will be available, when confidence for seniors to go back in the senior living communities will really rebound, I think our position is better safe than sorry. And we like having that additional liquidity right now. We are still investing in our properties. It is, again, a bit of a challenge to get into some of the senior living communities, but we are taking care of as much of the historically deferred capital as possible. Again, I think our next debt maturity isn't until December of 2021, but we do have the ability to take it out at par in June. So that's something that we'll look to do to reduce interest expense a bit. But again, given the circumstances, it feels good to have a lot of liquidity available to us.

Our next question comes from Michael Carroll with RBC Capital Markets.

Yes. Can you talk a little bit about the referral services that you're using within your SHOP portfolio right now? I guess, who are those services? And what's the incremental cost to use those? And I guess, why start using them now? Why weren't you using them 3 to 6 months ago?

They have been using the referral services for three months now and seem to be increasing their usage. Referrals have risen, with leads up 35% compared to the second quarter. Six months ago, the situation was different, and very few people were making moves, as our move-ins were primarily needs-based, leading us to believe that referral sources were not necessary at that time. Companies like A Place for Mom are involved, and the fees are about one month's rent.

Okay. So these aren't new relationships. These are relationships that you're just leaning on more as of now compared to the early part of the pandemic, is that correct?

In the early part of the pandemic, Five Star wasn't utilizing these referral sources. They were acquiring leads and occupancy through more traditional avenues. Historically, companies like A Place for Mom often led to shorter stays, as people typically sought those referral sources in urgent situations. However, this dynamic has shifted during the pandemic, and now they are discovering that the leads they receive from these referral sources are of higher quality than they were previously.

Okay. And then what type of concessions are you offering within the portfolio right now? And I guess, maybe how does that differ between your assisted living, your memory care and your IL product? I mean, are you offering more concessions in that IL and active adult product just because it's lower acuity, and those residents don't necessarily need to move in right now?

That's right. That's exactly right. People moving into memory care and assisted living are really needs-based. And so there are less concessions necessary in those two functions. Certainly, independent living and active adult, it's free rent upfront.

So how much free rent are you willing to offer? And I guess, how does that compare against some of the competition in the market? I mean, are other competitors offering free rent too? Or are they actually offering lower face rates?

It varies across the portfolio and from market to market. We're focused on avoiding a decrease in our face rate while providing 1 or 2 months of free rent. Some competitors might be offering lower rates with a shorter free rent period, so the net effective rates could be similar. However, we've noticed that our average length of stay has increased to about 28 months. Given this longer stay, simply reducing the base rent or face rate is not effective. We prefer to offer free rent upfront and then aim for a higher face rate.

Okay. And then can you talk a little bit about your occupancy trend? Obviously, it's moderating a bit. Did that continue in October? Can you give us what's the October occupancy declines? And is there an expectation that this trend will continue to moderate in the fourth quarter?

There is an expectation that it will continue to moderate. We don't really give guidance, but I think that we've been talking about maybe a 24 basis point drop per week. Move-ins are up. But unfortunately, move-outs are negating those move-ins.

Okay. So can you give us the actual occupancy decline in October, do you have that?

I don't have that number in front of me.

Okay. And then I guess last question. Can you talk a little bit about the expense trend? I mean, I think it was lower in the second quarter just because of lower health care costs with your employee base, but higher in the third quarter. I guess, should that normalize in the fourth quarter? Or how should expenses be trending? Or what's the good run rate there?

Mike, I believe we will continue to experience cost pressures during the pandemic. A significant portion of our health care expenses has been due to COVID testing. Five Star has conducted 146,000 COVID tests in recent months. Typically, we cover the testing for our employees unless they have insurance from another provider, which is unlikely. Additionally, we had several team members who contracted the virus and required medical care, which contributed to the expenses. There were also many doctors' appointments that were postponed in Q2 due to shutdowns, and some of those were rescheduled in Q3. We expect this trend to persist at least through the fourth quarter. We are optimistic that expenses will ease somewhat as the pandemic diminishes. However, it's probably safest to anticipate that expenses will remain relatively stable, aside from the Medicare penalty we recorded and similar factors.

Our next question comes from Kyle Bauser with Collier Securities.

Great. So regarding the updates on the 9 dispositions for a little over $61 million and the 21 properties that are under agreement to sell for a little over $165 million. Can you provide some additional color maybe on the makeup of these and what the timing expectations are for the properties that are under agreement to sell?

Sure. It's a mix of properties out of our Office Portfolio segment and senior living. So it's really spread across those two segments. And our expectations for closing are all by year-end. Now some of those might slip into the first quarter, but for the most part, we're thinking year-end close.

Okay. Got it. And looking ahead, how should we think about the goal for total dispositions? Can you discuss the percentage of the current portfolio you're targeting or a dollar value goal? I'm trying to get a sense of the pace we can expect in the coming quarters.

We still have a goal of $900 million in total dispositions. We're currently waiting for the pandemic situation to improve, particularly for a vaccine to become available, distributed, and accepted before we begin active marketing. We're continuously engaging with brokers about these properties, but they are currently on hold. We believe now is not the right time to enter the market, and we anticipate that it may be more appropriate to do so in the early second quarter of next year.

Got it. And that makes sense. And lastly, it sounds like the life science portfolio continues to be a tailwind, which is great. Can you talk about the continued demand among life science tenants that you're seeing? And maybe any additional interest you've received for the Torrey Pines development, in particular?

Sure. Yes. The life sciences portfolio continues to be very strong, as does our medical office portfolio. The life sciences portfolio same-store or same-property, it's about 97% occupied. We have an incredibly robust pipeline for the Torrey Pines property. And the life sciences market continues to be very strong across the country, obviously, in most pronounced strength in the Boston, Cambridge, San Francisco, San Diego markets. But we just see ongoing success in that portfolio.

Our next question comes from Joshua Dennerlein with Bank of America.

I guess, you mentioned move-outs from senior housing were elevated. Curious what you're seeing as the kind of primary driver of that within your portfolio.

Unfortunately, move-outs are generally due to the need for a higher level of care or from people passing away.

Okay. Okay. Yes. No, that was an interesting comment because I thought some other operators saw move-outs kind of decline. And then your leverage is elevated, kind of how do you guys think about leverage going forward? And how did the sales play into that leverage? Should we expect it to kind of continue to drift up those sales? Or do you think it kind of comes down?

No. So when we think about leverage, we're going to be paying down debt. The asset sales is certainly a piece of that, but leverage will naturally come down as income comes back up. I mean, we're clearly at depressed EBITDA levels at this point, just given the pressure in our SHOP segment. So I think with time, as the senior living industry comes back, our leverage will naturally tick down and then again, some of our programs as far as looking to maximize value and sell some assets when we've maximized value, we're getting out of certain assets that we don't have the same confidence in anymore, will all help with that. So again, I think we, like, many, are temporarily elevated, and it will come back down over time.

And then curious if you can provide any color on the cap rates for the sales you've completed since July 1, maybe how that would have compared to like a pre-pandemic cap rate? And any kind of color on go-forward cap rates would be amazing.

Sure. We've been saying that the portfolio disposition, we expect about a 7 cap for that whole portfolio. And we've been trending at around that, maybe a little less in the most recent sales. Some of these sales tend to be more based on a per unit sale as opposed to kind of does it make sense to talk about cap rates for some of them. But when you combine all of the dispositions, we're still hovering right around the seven cap.

This concludes our question-and-answer session. I would like to turn the conference back over to Jennifer Francis for any closing remarks.

Thank you, and thank you for joining our call today. We look forward to seeing many of you at the upcoming virtual NAREIT conference in 2 weeks. Operator, that concludes the call.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.