Good morning, and welcome to the Diversified Healthcare Trust Fourth Quarter 2024 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. Please note this event is being recorded. I would now like to turn the conference over to Matt Murphy, Manager of Investor Relations. Please go ahead.

Good morning. Joining me on today's call are Christopher Bilotto, President and Chief Executive Officer, Matthew Brown, Chief Financial Officer and Treasurer, and Anthony Paula, Vice President. 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 strictly 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 upon Diversified Healthcare Trust's beliefs and expectations, as of today, Wednesday, February 26, 2025. 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, 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 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. And finally, we will be providing guidance on this call, including 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 or at all, such as gains and losses or impairment charges related to the disposition of real estate. With that, I would now like to turn the call over to Christopher Bilotto.

Thank you, Matt, and good morning, everyone. Thank you for joining our call. Before I begin, I would like to welcome Anthony Paula as Diversified Healthcare Trust's Vice President. Anthony is also a Vice President of the RMR Group where he is responsible for the accounting, SEC reporting, and corporate financial functions for Diversified Healthcare Trust. Welcome, Anthony. I will begin by providing a high-level review of Diversified Healthcare Trust's strong fourth quarter and year-end financial and operating results, as well as an update to the progress and timing of our key strategic initiatives. Then, Anthony will provide more detail to our fourth quarter financials. And finally, Matthew Brown will review our liquidity, financing activities, CapEx, and our 2025 guidance outlook. After the market closed yesterday, Diversified Healthcare Trust reported total revenues of $379.6 million for the fourth quarter, which was a 5% year-over-year increase, and normalized FFO of $5.3 million or $0.02 per share, which exceeded consensus estimates. Turning to our SHOP sector performance, Diversified Healthcare Trust ended the fourth quarter on a high note by reaching 80% SHOP occupancy for the first time since the first quarter of 2020. On a year-over-year basis, Diversified Healthcare Trust achieved a 56% improvement in SHOP NOI, a 7.3% increase in SHOP revenues, and a 6.7% improvement in average monthly rate resulting in margin expansion of 250 basis points. These positive trends show our growing momentum and are the result of a dedicated asset management team throughout 2024. RevPOR increased year-over-year by 6.7% primarily driven by increases in levels of care services and a reduction in discounts and concessions. Expense growth increased by 3.9% primarily driven by salary and wages, general maintenance, and certain one-time impacts due to weather events and community closure. Overall, we are pleased with the progress and remain…

Thank you, Chris, and good morning, everyone. Normalized FFO for the fourth quarter was $5.3 million or $0.02 per share, representing a 31% sequential quarter increase. Our same property cash basis NOI was $63.7 million, representing an 18.7% improvement year over year and a 1.4% decline sequentially. The sequential quarter decline was mainly caused by additional insurance remediation costs from the hurricanes negatively impacting Q4 results in our SHOP segment. This decline was partially offset by the recognition of $3.4 million of percentage rent in our triple net leased single living portfolio that is recognized on an annual basis. SHOP pilots for our same property portfolio include a 6.7% increase in average monthly rate year over year, and occupancy at 80.9%, resulting in growth of 100 basis points year over year and 60 basis points sequentially. These increases resulted in revenue growth of 7.5% and margin expansion of 250 basis points year over year. Despite strong performance on the top line, we experienced certain non-recurring expense increases and weather impact results that totaled $4.4 million and includes a $1 million insurance deductible related to Hurricane Milton and water intrusion remediation that we discussed on our last call. Excluding these $4.4 million of additional weather-related expenses, consolidated fourth quarter SHOP NOI margin would have been higher. For the full year 2024, our SHOP NOI was $106 million, to the high end of our revised SHOP guidance. Turning to G&A expense, the fourth quarter amount was a $6.9 million reversal business management incentive fee as our total return fell below the benchmark, resulting in no incentive fee incurred for 2024. Excluding this reversal, G&A expense would have been $5.7 million. Now I will turn the call over to Matthew Brown.

Thanks, Anthony, and good morning, everyone. We ended the quarter with approximately $145 million of unrestricted cash, which reflects a $60 million pay-down towards our 2025 unsecured senior notes in November, leaving $380 million due in June. Since our Q3 earnings call, we have made significant progress on our financing strategy with three executed term sheets and one term sheet in final stages of negotiation, for anticipated aggregate loan proceeds of $340 million secured by 27 of our SHOP communities. Based on current spreads, the weighted average interest rate on these expected financings, which is subject to fluctuating changes in treasury rates, is approximately 6.5%. This compares very favorably to the 9.75% debt being paid off. While the closings are contingent on the completion of diligence and certain structuring requirements with licensing, we expect the closings to occur over the next 60 days. To ensure we have ample liquidity, and to improve our portfolio, we continue to target select properties for disposition, many of which have underperformed. Since the beginning of the fourth quarter, we have sold three unencumbered properties, including two medical office and life science properties, and one SHOP community, for an aggregate sales price of $26.3 million. We are also currently under agreements to sell seven unencumbered properties, including five SHOP communities, one medical office and life science property, and one former senior living community, for an aggregate estimated gross sales price of $77 million. In addition, we have other properties in various stages of marketing. Based on the progress we have made on our financing strategy, the sale of unencumbered properties, and our current liquidity position, we are very comfortable with our ability to repay the $380 million of bonds due in June. In January of this year, we sold the Muse Life Science portfolio, which…

If you are using a speakerphone, please pick up your handset before pressing the keys. Our first question is from Justin Haasbeek with RBC Capital Markets. Please go ahead.

Hi. Thanks. Can you provide some more color on why SHOP beat your guidance this quarter? And whether or not the insurance-related costs didn't materialize in Q4 2024?

Good morning, Justin. So as it relates to SHOP guidance for Q4, we did have occupancy growth in the fourth quarter, and we reached 80% for the first time in a few years. Additionally, we did model in our revised guidance provided in Q3 the insurance impact that we had estimated around $4.4 million. So that came in right in line. So overall, we are continuing to see our positive trends, and I will say for the full year 2024, as Anthony had noted, our SHOP NOI was $106 million, which is towards the high end of our revised guidance that we had provided.

Okay. And then on the SHOP outlook for 2025, how confident are you guys in the existing operators to help drive the recovery?

I think we are very comfortable. I think, as we have talked about before, we have been making changes with operators. So some in the form of transition, and then in certain scenarios, selling assets, which will have an impact on the number of assets being managed by different operators. And so, as we look into 2025, we have been spending a significant amount of time with each of the operators. We have a dedicated in-house asset management team that is super focused on working with these groups daily, and so it is really a joint effort to ensure we are hitting our targets.

Okay. And then turning to debt, what's the plan for the zero coupon bond? And can you guys completely pay it down over the next year? And how are you guys thinking about extending that to 2027?

Sure. So first, we are not planning on extending it to 2027. I did note in our prepared remarks, we have that option, but that's not our plan today. Look, we have made a lot of progress on the pay-down. We have $301 million of asset sales either completed or very close to completion. The net proceeds from that will go to paying it down, so that's going to leave us about $640 million, and then we are looking at additional property sales. Some of those are unencumbered assets today. Some of them may secure the zero coupon bond, in addition to additional financings that we are going to be kicking off to put us in a great position to repay that prior to the January 2026 maturity.

Okay. Then last one, the $340 million of term sheets for the secured financing, what's the rate on that?

Based on today's rates, we would expect it to have a weighted average rate of about 6.5%. And as a reminder, we are paying off 9.75% debt, so it's extremely accretive for us.

Okay. Thank you.

Again, if you have a question, please press star then one. The next question is from John Massocca with B. Riley. Please go ahead.

Good morning. So just on that last one minute to kind of confirm. The interest rate though is still not set, right? I mean, that can fluctuate based on where base rates move in the next couple of months or so.

That is correct. They could move between now and closing each of the loans.

Okay. And then thinking about 2025 guidance, just given the impact weather had on Q4 results, are you baking in some kind of assumption of the impact of adverse weather events or other impacts to insurance? And I guess maybe with that insurance, something that because it was a deductible, could be one-time for a longer period of time than just being an annually recurring thing if we see other hurricane issues any given year?

Yeah. So more broadly as it relates to the guidance in that portfolio, it's really hard to predict weather events, so we generally don't bake any of that into our forecasts. But along the way, if we do experience those types of events, we would notify the market and update guidance accordingly.

Okay. And then lastly, on the disposition side, particularly the stuff that is being currently marketed, who's kind of the buyer base for those assets? And I guess maybe how interest rate sensitive are they?

Yeah. I mean, the buyer's a mix. We are seeing operators as buyer candidates with certain sources of capital, and that can be through cash on their balance sheet. It could be through other private equity relationships or financing. Certainly, with scenarios where there is less occupancy or more work to do, the financing path can be a little bit more challenging, but in most cases, these buyers are coming to the table, and again, these are operators, these are private equity, these are local regional groups that it kind of runs the gamut. They are coming to the table with their financing partner or sources as part of that process. And so, it really is a mix just given the assets and locations we are selling.

Okay. And then last one for me on the balance sheet side. As you look at the portfolio today, are there opportunities for additional H2C financing beyond what you kind of expect to close in the next 60 days?

Yes. We expect there to be. First, we just want to get through this first round of financing before potentially introducing other communities into the agencies.

Okay. That's it for me. Thank you very much.

Thank you.

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

Well, thank you for joining our call today, and that concludes our call. Thank you.

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