Good morning and welcome to the Diversified Healthcare Trust Second Quarter 2022 Earnings Call. All participants will be in listen-only mode. I would now like to turn the conference over to Michael Kodesch, Director of Investor Relations. Please, go ahead.

Good morning and welcome to Diversified Healthcare Trust Call covering the second quarter 2022 results. Joining me on today's call are Jennifer Francis, President and Chief Executive Officer; and Rick Seidel, Chief Financial Officer and Treasurer. Today's call includes the 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, August 4, 2022. 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, net operating income or NOI, 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. Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences 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. Thank you for joining us on today's second quarter conference call. DHC had a productive quarter. We delivered operational improvements across all of our segments, reduced debt by redeeming $500 million of 9.75% senior notes and increased our cash position by selling an additional 10% equity interest in our existing joint venture for the property located in the Boston Seaport district. We're making progress on all of our strategic objectives as we continue to grow EBITDA and position the company to deliver long-term sustainable growth. The recovery of the senior living industry is well underway. Based on the most recent data published by the National Investment Center for Seniors Housing and Care or NIC, the supply-demand fundamentals within senior living continue to be in our favor as the construction pipeline remains at its lowest level since 2015 and new supply remains muted with inventory growth moderating to just 1.5% year-over-year. Occupancy across the industry increased during the quarter and average asking rents grew with asking rents for assisted living growing at the fastest pace since NIC began reporting data in 2005. We're seeing the impact of these tailwinds in our portfolio. Consolidated shop occupancy increased 60 basis points from the prior quarter and our properties managed by Alerus Life and by our other operators experienced sequential quarter NOI improvements with increased revenues and decreased expenses for both portfolios. We believe that we're now on a more defined path toward the stabilization of our senior living assets. We've seen continued improvement following the previously announced changes made at Alerus Life. While average occupancy was flat compared to the prior quarter in our same property shop segment at 74.1%, month-end occupancy in this portfolio increased to 75.4% in June. In July, occupancy in the same property portfolio increased an additional 40 basis points. Rates moved slightly higher in the quarter and as a result, shops' same property revenues increased 1.6% from the first quarter. Looking ahead, we expect to see concessions that were heavily utilized within this portfolio at the end of 2021 dissipate in the second half of the year, which should continue to improve revenue. Same property expenses during the second quarter decreased slightly from the prior quarter, largely as a result of reduced agency use related to Alerus Life's labor initiatives. Overall, their labor is stabilizing. As turnover, the average time to fill positions and the number of open positions have all decreased. While we were pleased with the progress made, accessing labor and wage inflation will continue to be the biggest challenges facing the senior living industry. Looking forward, we expect wages and benefits to continue to increase as our operators compete to attract and retain team members. We expect this will be the new normal for some time, especially if these increased expenses provide our operators with a more stable employee base. We believe we will be able to recover most of these additional costs through rate increases at our communities. For the properties that were transitioned to new operators, occupancy increased approximately 210 basis points from the first quarter. Our strategy of utilizing regional operators for these smaller higher acuity communities is paying off. These operators have found success in leveraging their local expertise and networks to source high-quality leads and as a result, the turnaround of these communities is well underway. Revenues grew $2.4 million or 3% compared to the first quarter at these properties. Turning to expenses in our transition communities, our operators are making investments in marketing initiatives and sales training to help drive the robust occupancy results I just mentioned. While agency costs to support this increased occupancy have been necessary, we believe these operators are now finding opportunities to source full-time labor at significant discounts to contract labor costs. As an example, Stellar Senior Living, who manages 10 communities on our behalf, increased occupancy in their communities by 650 basis points over the previous two quarters. During the first quarter, agency labor was utilized as increased staffing levels were necessary to care for the additional residents. In the second quarter, Stellar reduced these agency expenses by $1.9 million, as they were successful in bringing in permanent staff to replace agency labor. With agency costs representing almost 17% of the non-same property portfolio wages and benefits, we believe there's significant opportunity to reduce labor expenses and expand margins in these properties in the coming quarters. Finally, we continue to identify areas of opportunity to prioritize and deploy revenue-enhancing capital, and we remain confident in the shop segment's path towards stabilization. Aside from the capital being spent by our operators on room turns, we have 77 projects that are underway or in the planning and design stages. These projects range from major community-wide renovations of dining and activity rooms and common areas to lighter paint, carpet, and other cosmetic upgrades. Turning to our office portfolio segment. At the end of the second quarter, our consolidated office portfolio contains approximately 8.7 million square feet of high-quality medical office and life sciences properties. During the second quarter, same property cash basis NOI increased 2.4% compared to the first quarter. Despite the current inflationary environment, it's important to note that over 90% of our leases have expense recovery structures, where much of our operating expense increases can be passed back to tenants. Leasing velocity in the second quarter increased over the prior quarter and remains generally in line with the three-year quarterly average, highlighting the continued demand for our assets. During the second quarter, we executed over 263,000 square feet of new and renewal leases, with an average roll-up in rents of 9.1% and a weighted average lease term of 5.5 years. Despite this strong leasing activity, same property occupancy decreased slightly during the second quarter, largely due to a tenant vacating approximately 100,000 square feet in Phoenix, a known vacate that I've mentioned on prior calls. Given the continued strength of the medical office and life sciences markets, we feel confident that our strong leasing pipeline will provide us the ability to backfill spaces if tenants vacate. This pipeline contains over 850,000 square feet of potential leasing and approximately 45% of the pipeline is for new lease activity that could absorb vacant space. Last week, we acquired a life sciences asset in the San Francisco Bay Area for $82 million at a cap rate of 6.5%. The recently renovated 89,000 square foot asset with best-in-class lab improvements will serve as the corporate headquarters and critical lab functions of its tenant and is 100% leased through January 2034. We're excited to grow our life sciences portfolio in the San Francisco Bay Area, which is widely seen as the second largest life sciences market in the United States. We know this market well and are pleased to grow our EBITDA with this strong acquisition. Finally, we'd like to highlight the recent publication of the RMR group's annual sustainability report. This report provides insights, accomplishments, and data regarding our managers' commitment to long-term environmental goals, investments in the platform's workforce, and social and governance performance over the last year. Also new this year to the report is a DHC-specific supplement that focuses on sustainability at our medical office, life sciences, and senior living assets. You can find links to the report and the supplemental on our website. I'll now turn the call over to Rick to provide details on our financial results.

Thanks, Jennifer, and good morning, everyone. For the second quarter, we reported normalized FFO of negative $0.04 per share, which represents a $0.05 per share improvement from the first quarter. Adjusted EBITDA in the second quarter was $48 million, which increased 23% or $9.1 million from the first quarter. On a consolidated basis, same property cash basis NOI increased 8.8% compared to the first quarter. The improvement was primarily driven by continued recovery in our shop segment, with consolidated shop cash basis NOI increasing $6.3 million. Consolidated shop NOI is now up approximately $13 million from its trough in the fourth quarter of 2021. Interest expense of $56 million represented a decrease of approximately $1.2 million from the first quarter, following the $500 million redemption of 9.75% senior notes in June. This redemption reduces our annual interest expense by approximately $49 million. As a result of this quarter's financial performance and the redemption of these senior notes, net debt to adjusted EBITDA of 11.6x was almost two full turns lower than we reported last quarter. As Jennifer mentioned, at the end of the quarter, we sold an additional 10% equity interest in the two-building life science complex located in the Boston Seaport district for $108 million. If the proceeds from this recapitalization were included, we would have ended the quarter with just under $1 billion of cash available to make investments in our portfolio and repay debt. At quarter end, we had total outstanding debt of $3.1 billion and net debt was equal to just 28% of gross assets. In the second quarter, we spent $64.9 million on capital expenditures across our portfolio, which included approximately $39.3 million of CapEx within the shop segment and $25.5 million of capital deployed in the office portfolio. As we've previously discussed, investing in our portfolio is a priority for us and we continue to develop plans to improve our properties in order to grow occupancy, rental rates, and the overall value of our portfolio. That concludes our prepared remarks. Operator, please open up the line for questions.

We will now begin the question-and-answer session. The first question comes from Brian Maher with B. Riley Securities. Please, go ahead.

Good morning, Jennifer and Rick, and thanks for those prepared comments. Just two or three questions from me this morning. Jennifer, can you walk us through the decision to buy the Fremont property for $82 million? We got a lot of inbound inquiries as to why you wouldn't have either paid down debt or bought back a significant amount of stock at the current levels. I'm sure there are some restrictions in place there. But can you just walk us through how it is you came to that decision?

Sure. Good morning, Brian. Thank you for your question, and you're right, there are restrictions there and our ability to do a stock buyback. So, there are obviously varying opinions about how we should be deploying capital where we're of the opinion that taking a balanced approach, paying down debt is important, and we did pay down debt this quarter. But we're also very interested in deploying capital to grow EBITDA. And so, I've stated, I think pretty publicly for a long time that we've been interested in growing our medical office and life sciences portfolio and we're at a point in the market today, where there are opportunities to buy really good assets at pricing that is very different than it was at the end of last year or last year. Cap rates are really widening and pricing is coming down. So, thinking about our portfolio for the long term, buying this asset, which is in the second best life sciences market in the United States in the San Francisco Bay area, with a building, we paid $925 a square foot for this building and in the recent years, prior owners have spent close to $600 a foot improving this building. So to get this very highly improved asset in a market that we know quite well, a 6.5 cap rate made a lot of sense for us.

Thank you for that. Continuing on that topic, when people consider the share price and everything that has occurred over the past year or two, it's surprising that we're not focusing on the shop right now. Rick, could you explain a bit more about the $1 billion in cash or availability from the recent joint venture sale? Was that amount available after the quarter, meaning you now have an additional $1 billion beyond the $800 million mentioned in the press release? And Jennifer, as we think about this $1 billion, how should we anticipate its use over the next 12 to 24 months?

Sure. Brian, I'll try to clarify one point on the $108 million of proceeds from selling the 10% interest. We actually legally closed on June 28, but the contract with the buyer actually had the proceeds come in in early July. So as of June 30, we had a receivable of $109 million included in the other assets line of our balance sheet. So you'll see if you look at the balance sheet, we had about $868 million of cash and restricted cash and I think we've spoken previously about our restricted cash and how flexible our banking group has been with us that that's really an accommodation that we can continue to make investments and do things that will help our portfolio long term instead of repaying debt that we wouldn't be able to redraw right away. So that $868 million, along with the $108 million of receivable at June 30 is $976 million, which I described as just under $1 billion.

Thanks, Rick, and Brian, as far as how we plan to deploy it, I think our plan remains as we've stated, where we're looking to spend capital in a way that will help stabilize our senior living portfolio and then in our medical office and life sciences asset, we have capital that is redevelopment capital that we're generally getting low double-digit returns on our redevelopment. So that's really our plan going forward, is to continue with that.

Thanks. Rick, can you remind us about the hurdles you're trying to overcome while aiming to grow EBITDA through shop recovery and the acquisition in Fremont? What opportunities will that create for you?

Sure, Brian. There's a couple there. They're both pretty related under our revolving credit facility. We have a fixed charge coverage ratio that is essentially waived through the end of the year. So we'll need to be back in compliance with that come January. And again, the fixed charge coverage ratio, as you can imagine, is really our income compared to our debt service, essentially. So again, the redemption of the $500 million of 9.75% bond certainly helps with that. Our model has us very much on track to be back in compliance with that when we need to be. And then similarly, under our bonds and our credit agreement, we have a consolidated income available for debt service over debt service ratio. This is an incurrence test that we've talked about in the past, where we need to have a 1.5x coverage ratio in order to incur new debt. So again, that's the reason we're sitting with a fully drawn revolver today and we're expecting to continue to be in this kind of cash-rich position until we can repay the revolver once that ratio is back above 1.5. Our model has us back in compliance with that mid-2023. It is a test that's done on a pro forma basis. So, there are some variables. For example, if we were to refinance the remaining $500 million of 9.75% debt at a lower rate, that will help us get back in compliance sooner because it affects the denominator there, the debt service. So it's something that we've modeled out, but you mentioned in your first question that it was nice to not be focused on the shop portfolio. I can tell you that I'm very focused on the shop portfolio. We are really trying to squeeze as much EBITDA out of that portfolio as we can. I think in order to get back in compliance, we need to just be at a little over 60% of where the portfolio used to be and that's frankly not good enough for us. So we are very focused on maximizing value there.

Right. From our standpoint on the shop recovery looking at occupancy trending higher and rate trending higher, those are the two variables we care about first and foremost and we'll leave the cost controls which are important up to you and Alerus Life. But one more for me and then I'll hop back in the queue. On the Phoenix vacancy which I hear you guys mention in prior calls still caught us a little off guard. Is there any other material known vacancies in the system that we should be thinking about as we model occupancy in the MOB portfolio?

Thanks, Brian. Yes, there is a vacancy. We have a two-building tenant in suburban Boston that is downsizing out of one of the buildings. It's a 125,000 square foot building. That building is actually going to come out of our same-store set because we've had our development team take a look and they have plans to convert that space into a GMP lab facility for which there's a great deal of activity in the Boston Market as you can imagine. So we are getting that back, but we are very quickly working to redevelop it into some pretty attractive space for the market.

Thanks. I'll stop there and let others ask and I'll hop back in the queue. Thank you.

Thank you.

The next question comes from Daniel Byun with Bank of America. Please, go ahead.

Hello, good morning. I'm on the call with Josh. I had a quick question on if you can speak about the senior housing trust that you're seeing across the quarter end of July. Thank you.

Sure. We're actually seeing an increase. Our operators are really focused on more robust and targeted marketing and sales strategies and the result of that has produced an increase in leads, an increase in tours, and the conversion rate from tours to move-ins is up. Occupancy, as I mentioned in my prepared remarks, is up in both portfolios in June and July. So things are actually looking pretty positive.

Great, thank you.

Thank you.

The next question comes from Aaron Hecht with JMP Securities. Please, go ahead.

Thank you for addressing my questions. Rick, you mentioned that you aim to reach about 60% internally to achieve the desired fixed charge coverage, which is 60% on the shop portfolio NOI. This portfolio has evolved somewhat over time. Is the reference point around $100 million of NOI that you are using, or can you establish a specific target?

Yes, Aaron, I think that's a fair assessment. Looking at our current status compared to last quarter, the shop portfolio was nearly breakeven with $153,000 of NOI in the first quarter. However, it did see growth this quarter, and we anticipate that will continue. The 62% figure reflects our historical performance from 2019. To reach our target, we're aiming for around $100 million, and interestingly, the shop portfolio's margins are expected to remain significantly lower than our long-term expectations. For instance, the industry typically achieves higher margins in independent living, while assisted living and memory care should allow us to maintain margins in the 20% to 25% range quite easily. We should aim for a return to 10% to 11% to comply with the incurrence test and return to normal operations. This goal feels very attainable, and our focus right now is on execution.

And I think last year, there may have been some noise in the NOI numbers. I think some CARES Act funds. Is this a clean quarter in terms of the NOI that rolled through?

It's quite straightforward. There is a small amount of CARES Act funding, with an increase of about $561,000 from last quarter. We have detailed that in our supplemental report, which you can refer to. However, some of this may continue in the future as we recognize these state programs only when the cash is received and there are no additional conditions attached. We hope to keep an eye out for those opportunities, but overall, it looks relatively clean.

Okay. And then what's the appetite to do more joint venture type deals? And has this change in capital markets adjusted your opinion on the viability of doing those types of investments?

It's a good question. Our joint venture partners would like to continue to grow our partnership and we're always looking to find properties that might make sense for that partnership. We haven't to date found any that checked all those boxes, but we might because they are very interested in growing our MOB Life Sciences JV.

Appreciate the thoughts.

And we have a follow-up from Brian Maher with B. Riley Securities. Please, go ahead.

Thank you. Kind of sticking along that line of questioning. On the JV, both Vertex and the 10 office MOB, was there any material and to the extent there was, can you quantify it to some degree difference in the rent per square foot of those properties versus the remaining MOB Life Science properties?

No. The joint venture portfolio is very representative of our remaining portfolio in terms of tenant mix and average lease term weighted by rent. All the metrics we examine are quite similar when comparing the two portfolios.

Okay. And then the last for me on Torrey Pines, the news, can you give us an update on that property? Is that now fully leased? Or how far along are you on that property?

Yes, it is fully leased and we're working through our tenant improvement projects with the tenants. We wish we had more space to lease there because it was so successful. But yes, we're wrapping that up. The tenant improvement projects will continue on through the year.

Thank you, Jennifer.

Thank you.

This concludes our question-and-answer session. Just one moment. Just one moment as I turn the call back over to Jennifer Francis, for any closing remarks.

Thank you, Operator. We're making demonstrated progress in driving the recovery of our shop results, reducing interest expenses and making enhancements across our portfolio. Our continued investment within our portfolio will help accelerate improvement to our results and we believe that we're on track to improve portfolio performance, deliver earnings growth and maximize long-term shareholder returns. Thank you for joining the call today. Operator, that concludes our call.

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