Good afternoon, and welcome to the Diversified Healthcare Trust Second Quarter 2024 Earnings Conference Call. All participants will be in listen-only mode. Please note this event is being recorded. I would now like to turn the call over to Kevin Brady, Director of Investor Relations. Please go ahead.

Thanks, Asia. Good afternoon. Joining me on today's call are Chris Bilotto, President and Chief Executive Officer; and Matt Brown, Chief Financial Officer and Treasurer. Today's call includes a presentation by management followed by a question-and-answer session with sell-side analysts. Please note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the Company. 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 on DHC's beliefs and expectations as of today, Friday, August 2, 2024. 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, we will be discussing non-GAAP numbers, including normalized funds from operations or normalized FFO, net operating income or NOI, and cash basis net operating income or cash basis NOI. A reconciliation of these non-GAAP measures to net income is available in our financial results package, which can be 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 is contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements. And finally, we will be providing guidance on this call, including SHOP net operating income, or SHOP NOI. We are not providing a reconciliation of these non-GAAP measures as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts at all, such as gains and losses or impairment charges related to the disposition of real estate. With that, I will turn the call over to Chris.

Thank you, Kevin. Good afternoon, everyone, and thank you for joining our call. Last evening, DHC reported second quarter results that exceeded expectations for normalized FFO and reflect continued progress on our 2024 operating and financial priorities. On today's call, I will provide a high-level overview of DHC's second quarter financial and operating results along with an update on key strategic initiatives for 2024 and beyond. Later, Matt will review second quarter financial results and provide an update on the steps we are taking to strengthen our capital and liquidity profile. Second quarter financial results reflect continued momentum within our SHOP segment, along with continued double-digit rent growth with leasing activity in our Medical Office and Life Sciences segment. Our consolidated GAAP and cash basis NOI increased 12.2% to 7.1%, respectively, compared to the prior year, supported by favorable trends in senior housing and healthcare in general. In addition to favorable tailwinds in senior housing, our results are benefiting from the prudent capital investments we have made within our communities and from an emphasis on improving operator performance. In May, we issued a $120 million mortgage loan secured by eight Medical Office and Life Science properties, and used $60 million to partially redeem the then $500 million of senior notes scheduled to mature in 2025. We are currently working to establish additional secured financing within the SHOP segment, in order to repay the remainder of the 2025 debt maturity and to further enhance our liquidity. Matt will provide additional details on our financing strategy shortly. Turning to the second quarter operating performance. Within our SHOP segment, same property cash basis NOI increased 27% over the year-ago period, driven by an increase in SHOP occupancy and a corresponding increase in RevPOR, which Matt will expand on in more detail. We will continue to build on the year-to-date SHOP NOI growth of 34%, prioritizing initiatives with our operators to continue to enhance the resident experience, supporting retention and external growth. Further, we continue to highlight longer-term initiatives that will strengthen our portfolio, including the rationalization of underperforming communities and those with incremental performance opportunities. To accomplish this, we are working through our portfolio with an emphasis on stronger densification of communities and operator relationships in certain markets, cost management with the support of our asset management team, and enhanced living experience for residents through targeted capital improvements and the advancement of additional operator transitions and property sales. Regarding our new transitions, the successful handover of 13 Midwest communities earlier this year has broadened our partnership with their current operator known for their community-focused strategy and strong management, which has marketably enhanced the performance of their legacy managed communities. We foresee a comparable path of performance enhancement for the newly transitioned communities, particularly as we move into the latter part of 2024 and continue into 2025. Additionally, we are engaged in discussions to facilitate more transitions within our portfolio. Although any forthcoming transitions are expected to be more modest in size, they are an integral part of our operating strategy. In line with our strategy to optimize asset allocation within SHOP, we have signed LOIs and are in the process of marketing properties for sale that encompass approximately 1,100 units with an estimated value between $80 million and $100 million. During the second quarter, these properties have resulted in negative NOI of approximately $830,000 and an occupancy rate of 72%. These properties typically are in locations where further growth prospects seem constrained, require significant capital investment, lack portfolio synergies, or in circumstances where we believe we have maximized value. We will continue evaluating portfolio optimization initiatives, which involve divesting from underperforming or non-core assets and look forward to providing future updates. Regarding our renovation initiatives, we are on track to allocate an estimated $25 million for 23 refurbishment projects this year for an incremental return of 8% to 10% upon stabilization, with respect to major renovations. Over the past year, we have completed or substantially completed major renovations at six communities, reflecting close to $44 million in aggregate expense. These communities are within the ramp-up period, which can take 18 to 20 months. Once stabilized, we are targeting annual incremental NOI of 15% to 20% on invested renovation capital. For context, these major renovations typically involve substantial upgrades in common areas and resident rooms. For example, we are underway with a major renovation at a community located in Scottsdale, Arizona. The project includes major improvements to the resident experience with new upgraded common areas, new amenities including a theater, bistro lounge, and fitness rooms, the addition of 27 new memory care units and up to 20 new assisted living units through a conversion of a closed skilled nursing wing. We initially targeted this renovation given the favorable outlook within the three-mile statistical range, including a five-year outlook for the 75-plus population growth rate of 12.2%, a 65-plus average home value of over $560,000, and a favorable outlook supporting labor and other operating fundamentals. When stabilized, following its completion in 2025, we estimate incremental NOI of $4 million, equivalent to a 15% return on a $27 million investment. Turning to highlights of the Medical Office and Life Science portfolio. We ended the second quarter with 101 Medical Office and Life Science assets consisting of 8.4 million square feet with same-store occupancy of 87.4% and a weighted average lease term of 5.4 years. Notably, we leased approximately 101,000 square feet at weighted average rents that were 12.1% higher than prior rents for the same space, which represents the fourth consecutive quarter of double-digit positive rent roll-ups. The quarter-over-quarter decrease of same-property occupancy is primarily driven by a previously communicated known vacancy with a tenant in St. Louis, Missouri totaling 220,000 square feet. We continue to prioritize leasing initiatives, engaging with tenants earliest for renewal and through proactive asset management of our properties. Our current leasing pipeline includes nearly 800,000 square feet of new and renewal leasing activity with over 200,000 square feet of potential new absorption. Subsequent to the quarter end, we successfully negotiated or are in the advanced stages of negotiation for 135,000 square feet, more than half of which is new absorption. Also, within our Medical Office and Life Science segment, we sold one vacant property during the quarter located in Irving, Texas for $4.2 million. Following the quarter's close in July, we sold two Medical Office properties located in Buffalo Grove, Illinois and Eagan, Minnesota, with proceeds totaling $21.3 million and have two properties under assignment against their LOI for $12 million. Collectively, these properties represent 537,000 square feet with an occupancy of 35% and quarterly NOI of $156,000. Lastly, we have initiated marketing efforts for our 186,000 square foot Life Science campus in Torrey Pines. While early in the process, we believe there are varying strategic outcomes given our view of the demand profile for both hires and tenants within the market. We look forward to providing more updates in future quarters. Overall, we are pleased with the progress. I'll then discuss initiatives underway for each of our SHOP and NOI in our Life Science segments. I look forward to providing updates on our progress in the upcoming quarters. Now, I'd like to turn the call over to Matt.

Thanks, Chris, and good afternoon, everyone. Normalized FFO for the second quarter was $6.8 million or $0.03 per share. On a sequential quarter basis, normalized FFO increased by $0.02 per share, mainly driven by improvements in SHOP NOI. Adjusted EBITDAre grew by $4.8 million sequentially or 7.5%, which resulted in leverage declining 60 basis points from the first quarter. Our consolidated same-property cash basis NOI was $68.8 million, representing an 8.7% year-over-year improvement and a 7.4% sequential quarter improvement. The improvements were mainly driven by our SHOP segment, which saw NOI growth of 27% year-over-year and 17% sequentially. Highlights include occupancy increases of 160 basis points year-over-year and 20 basis points sequentially. Average monthly rate increased 6% year-over-year. Expenses decreased 1.4% sequentially driven by a 32% decline in contract labor and a 10% decline in utilities. These highlights contributed to NOI margin growth of 150 basis points both year-over-year and sequentially. As it relates to our senior living portfolio, I wanted to highlight that we have added two new pages in our earnings presentation to provide additional information, including NOI by manager, stats by market, and NOI by CBSAs. Turning to liquidity, financing strategies, and CapEx. We ended the quarter with $266 million in unrestricted cash. In May, we completed the first of two financing strategies for the year by issuing an interest-only $120 million mortgage with a fixed interest rate of 6.86% and a term of 10 years which was secured by eight Medical Office and Life Science properties. We used half of the proceeds to redeem $60 million of our 9.75% notes due in June 2025, with the balance used for increased liquidity. Our other 2024 financing strategy is to issue secured fixed-rate debt with select SHOP communities that we have discussed previously. We are having meaningful conversations as we work through the due diligence process, and we currently expect to complete this financing in the fall. Proceeds from this financing will be used to redeem the remaining $440 million balance of the 9.75% notes due in June 2025, and we expect this refinancing to be accretive to earnings. Since the beginning of the year, we have sold four properties for aggregate proceeds of $29.1 million, have one property under agreement to sell for $5.5 million, and have four properties under LOI for $22.2 million. We spent $41 million on CapEx in the second quarter, including $27 million in our SHOP segment. Based on year-to-date investment activity, our total CapEx guidance for 2024 is reduced to $200 million to $220 million, which includes lowering the range of SHOP CapEx to $130 million to $150 million. This reduction is mainly driven by the timing of certain projects being pushed to 2025 and pausing certain projects related to communities we are evaluating for transition or sale. Turning to our SHOP outlook, we reaffirm our full year NOI guidance of $120 million to $140 million. We expect third quarter SHOP NOI guidance to range from $31 million to $36 million. In summary, second quarter results demonstrate good progress against our full year objectives. Anchored by the strength of our underlying portfolio, DHC is well positioned to grow NOI and reduce leverage while continuing to prudently invest in our portfolio. That concludes our prepared remarks. Operator, please open the line for questions.

The first question comes from Bryan Maher with B. Riley FBR. Please proceed.

I have just a quick question about the Medical Office buildings. If you're selling some that have low occupancy or are vacant, should we anticipate that the overall portfolio occupancy will increase and align more closely with the same-store basis? I'm assuming it could reach mid- to high 80s. Is that a reasonable expectation?

It is. As we've talked about those properties that we're currently marketing have very low occupancy selectively, to your point, some vacant and some with kind of moderate occupancy. So, yes, I think selling those assets is going to kind of push up NOI organically in the mid-80s kind of a range of probably 200 basis points of that is probably kind of the right metric, assuming we can close those this year. But I think where we are today with highlighting some of those under LOI. I think we have some good visibility in a handful of those transactions happening by year-end.

Okay. And given the sharp decline in interest rates, if you had to price the GSE agency debt, let's just say, today or this week or next week, where do you think that might shake out today?

Bryan, it's a good question. We would estimate that to be closer to 6% to 6.5% if we were pricing today.

Okay. And we should move quickly. On the CMBS front, we found it interesting that you did the $120 million in the second quarter. Should we expect any more of that? Or are you going to just rely on the GSE? If you rely on more of that, what might pricing be in today's market?

Yes. The CMBS financing was the first of two initiatives. So right now, we're not in the market looking at doing additional CMBS financing; we are purely focused on GSE financing.

Okay. And I found it interesting in your SHOP assets for sale. I think you said 1,100 units for $80 million to $100 million. How many properties would that be?

The total property, so we have three properties that are in advanced stages under signed LOI. And then, we have another five communities that are getting ready to kick off for marketing.

Okay. And given where the market has been pricing your SHOP portfolio for the past couple of years, I kind of come up with somewhere in the low to mid-80s per key for negative NOI properties with low occupancy. I mean that seems to be kind of a win, don't you think?

Absolutely. I think that we've talked about a scenario of how some of the negative drag with these communities, I think it's masking some of the upside potential with the better performing communities. And so, while we want to be able to kind of continue to improve communities and push additional value, being in a position today in this scenario where we can kind of achieve kind of those rates and those price per unit is a positive and a win.

Okay. And just two more for me. Can you drill down a little bit? I didn't quite catch your commentary regarding an asset for sale there. Can you give me a little more color on that?

We have a Life Science property in Torrey Pines that spans about 186,000 square feet. This is one of the properties we're considering marketing. Outside of those in active stages, this is the new entry for the quarter. We're still in the early stages with this asset, and I see significant opportunities to explore different strategies and scenarios. It's definitely something we're focusing on.

Is that the building that has undergone significant renovations over the last couple of years? Is it the one that is currently vacant but has been recently renovated?

It is. Yes. This is a three-building campus. Two of the three buildings are fully occupied. One building is fully vacant. So right now, that campus is collectively just shy of 50% occupied. We've invested in the property. There's a lot of demand within that submarket. And so, it just seems an opportune time to kind of test the waters just to see where the investor appetite would be for what we consider to be a great location and a good asset.

Okay. Just last for me. I appreciate you reaffirming your full year SHOP NOI guidance. It seems like, at least relative to our model, that occupancy has been running a little bit lighter than expectation, but rates have been a little bit higher than expectations with margins in line. Is there anything going on there that we need to know about relative to the mix between occupancy and rate?

No. For six months, we're slightly behind where we wanted to be, but we have been telling the market that we expect a lot of the growth to happen in the second half of the year, and the preliminary results we're seeing for July move-ins are positive. So, we're standing behind the guidance we've laid out previously.

The next question comes from Justin Haasbeek with RBC Capital Markets. Please go ahead.

Can you provide some insight on the SHOP performance? I understand that most of the NOI growth is expected to occur in the latter half of the year. Were you surprised by the flat sequential occupancy gain in the quarter?

So, on the NOI growth, I just want to clarify, year-over-year, we had 27% NOI growth in that portfolio and sequentially from Q1, an NOI growth of 17%. You're right that occupancy was essentially muted from Q1 to Q2. But as I just responded to Bryan in his question, we're seeing good activity in move-ins in July, and we've always said we expect a lot of that growth to happen in the second half of the year.

This concludes the question-and-answer session. I would like to turn the conference back over to Chris Bilotto for any closing remarks. Please go ahead.

Thank you for joining our call today, and we look forward to talking at future conferences.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.