Diversified Healthcare Trust

And welcome to the Diversified Healthcare Trust First Quarter 2023 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 a touch-tone phone. To withdraw your question, you please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Melissa McCarty, Manager of Investor Relations. Please go ahead.

Good morning and welcome to Diversified Healthcare Trust's call covering first quarter of 2023 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 a presentation by management followed by a question and answer session. I would like to note that the recording and retransmission of today's conference call are 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 DHC's beliefs and expectations as of today, Tuesday, May 9th, 2023. 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 to these non-GAAP figures are available in our financial results package, which can be found on our website at www.dhcreach.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 cautious not to place under-reliance upon any forward-looking statements. On today's call, we will be discussing the planned merger with Office Properties Income Trust in our prepared remarks. We have not yet filed a preliminary joint proxy and registration statement with the SEC and therefore will not be taking questions about the merger. And now I'd like to turn the call over to Jennifer.

Thank you, Melissa, and good morning. Thank you for joining us on today's first quarter 2023 conference call. I'd like to begin the call by highlighting the enhanced earnings release format that we issued last night. We believe this combined presentation of information will be helpful for analysts and investors to efficiently digest information about our company and results. Before I review DHC's performance for the first quarter of 2023, I'll discuss our recently announced merger with Office Properties Income Trust, or OPI. DHC is facing a number of short-term challenges, While we've been encouraged to see the turnaround in our senior housing operating portfolio begin to materialize, the recovery has not occurred fast enough to address several concerns. First, due to our debt covenants, we're restricted from issuing or refinancing debt. Without the financial flexibility afforded by the merger, we do not expect to be in compliance with these debt covenants before $700 million of debt becomes due in 2024. Second, to ensure the successful turnaround of the communities in our shop segment and to realize its long-term value potential, additional investment is needed. Standalone, DHC has insufficient liquidity to continue to fund this critical capital. And third, due to these capital constraints, we do not believe we would be in a position to increase DHC's current annual dividend of $0.04 per share until 2025. The merger with OPI addresses all of these challenges and benefits DHC both financially and strategically. Following the completion of the merger, the combined company will immediately be in compliance with debt covenants and will have a greater scale and diversity with access to multiple capital sources to fund the business and address upcoming debt maturities. The merger is immediately accretive to our leverage as well as normalized FFO and CAD. In addition, the pro rata annual dividend represents a 267% immediate increase for DHC shareholders. Strategically, the merger provides the necessary liquidity to continue with the capital deployment strategy needed to fund the shop turnaround underway. Not only does this mutually beneficial combination address the near-term challenges in our business, It also provides more long-term growth opportunity for OPI as it navigates continued headwinds facing its traditional office portfolio. DHC shareholders will benefit from that upside as well. By creating a stronger, more diversified REIT with a broad portfolio and defensive tenant base, we believe the merger will unlock significant long-term growth potential and value creation opportunities. We continue to expect the transaction to close in the third quarter of 2023. And while we focus on completing this mutually beneficial combination, we're continuing to take steps to increase operating efficiencies in the communities in our shop segment and improve our bottom line so that we enter the combination from a position of operational strength. With that, I'll move to DHC's first quarter results. After market close yesterday, DHC reported normalized FFO of 5 cents per share for the first quarter. The year-over-year and sequential improvement in normalized FFO from negative 9 cents per share and 3 cents per share, respectively, was driven by several positive trends in our shop segment during the first quarter. The first positive trend is the continuing occupancy recovery. Our shop occupancy increased 390 basis points year-over-year to 76.9%, and shop NOI increased by $17.1 million in the same period. We exceeded the NIC benchmark for occupancy growth by 30 basis points during what is generally considered a seasonably weak quarter. New supply continues to be muted from pandemic-related slowdowns, and construction starts have been held in check by high construction costs and the limited availability of financing, which should continue to support our shop recovery. as should our operators' continued focus on marketing and sales training. The second positive trend is NOI margin growth. Our shop segment's margins increased by 610 basis points over Q1 22 and 330 basis points sequentially as operating efficiencies drove more incremental revenue to the bottom line. The third positive trend is the decrease in contract labor expenses. there's been a clear reduction in agency labor costs as our operators have been effective in decreasing the use of agency labor by about 50% from last quarter to the lowest level since Q2 21. In fact, in some markets, our operators are reporting the cost gap between agency and in-house staffing is narrowing so that agency use, when needed, is less cost prohibitive than it's been in the past few years. Turning to our office portfolio segment. Before I discuss this segment's results, I want to acknowledge the recent publication of the RMR Group's Annual Sustainability Report, which provides a comprehensive overview of our managers' commitment to long-term ESG goals. We're deeply committed to enhancing DHC's corporate sustainability practices and continue to advance our sustainability initiatives. You can find links to the report and a tear sheet specific to DHC's highlights on our website at dhcrete.com. On to the results. Rental income for our same property office portfolio segment increased 3.1%, and cash basis NOI increased 7.7% compared to the first quarter of last year. For leasing activity in our office portfolio, we executed 72,000 square feet of new and renewal leases in the quarter, with average roll-up in rents of 17.9%, and a weighted average lease term of 8.9 years. We ended the quarter at 90.1% occupancy in our same property office portfolio segment and had a leasing pipeline of just under 1 million square feet at quarter end, roughly in line with our pipeline in the fourth quarter. We have close to 530,000 square feet of transactions, or 53% of our pipeline, where leases have been signed subsequent to quarter end or are in letter of intent stage with leases being negotiated. I'd like to provide a quick update on our wellness centers, which accounted for 6.7 percent of our first quarter NOI. As a reminder, in January, we terminated the leases for three wellness centers located in Tampa, Atlanta, and the suburban Washington, D.C. area. Since then, we've signed leases for all three locations, two for 20 years with an existing tenant, Lifetime Athletics, for the clubs in Atlanta and Tampa, and one 15-year lease with a strong regional wellness club operator in the suburban D.C. property. We're encouraged that this portfolio was quickly stabilized, a testament to the RMR Group's strong tenant relationship management and our well-located properties. Now, I'd also like to address information that was included in our financial results package and Form 10-Q filed yesterday. As I've stated a few times, the shop recovery is underway, but it is not happening fast enough. Current conditions raise substantial doubt about our company's ability to continue as a going concern as a standalone company. Rick will go into more detail on our cash and balance sheet positions shortly, but based on our current cash balance and projected cash needs for the next 12 months, we need to take action to fund our operating capital requirements and meet our debt obligations. This is another reason why the merger with OPI will benefit DHC. I'll now turn the call over to Rick, who will provide more details on our financial results. Rick?