Title

Presentation

Operator: 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.

Matt Murphy: 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.

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 bullish on the outlook within the segment going into 2025. Turning to our medical office and life science portfolio performance, during the quarter, we completed approximately 112,000 square feet of new and renewal leasing activity with weighted average rents that were 6.9% higher than prior rents for the same space and a weighted average lease term of 6.5 years. Same-store occupancy was flat at 90.2%.

As we look ahead, roughly 7.9% of our annualized revenue in this portfolio is scheduled to expire through year-end 2025. As mentioned last quarter, our largest known vacate during this period is with a tenant whose expiration is in the first quarter of 2025 and located in Saint Louis, Missouri, occupying close to 233,000 square feet or 2.3% of annualized revenue. This property is currently being marketed for sale. Further known vacates in 2025 are expected to be tempered for the MOB and life science portfolio, and we have an active lease pipeline over 400,000 square feet of which over 117,000 square feet is new absorption. Our pipeline includes an average lease term of 7 to 10 years, and a trending rent roll-up in the double digits. Our leasing activity and the strategic disposition of certain assets will help further drive performance of this portfolio.

Turning to our key strategic initiatives, we completed the fourth quarter with proceeds of $6.6 million from the sale of a mostly vacant office building. In the first quarter of 2025, we completed property sales close to $179 million, which included the sale of our Muse Life Science campus in San Diego for $159 million or $855 per square foot. Also in the first quarter of 2025, we received a cash dividend of $17 million derived from our pro-rata 34% ownership stake in Alaris Life. The dividend resulted from strong overall performance improvement at Alaris, including the sale of the Agility business in 2024. This reflects a favorable return from our investment of $15.5 million made in 2024. Looking forward, with marketing efforts of certain properties, within our SHOP segment, we have 34 communities that are in various stages of the disposition process.

Currently, we have signed term sheets with five of these communities for proceeds of $68 million, which we are targeting to close by the end of the second quarter. The balance of marketing communities are in various stages of the sale process, and we expect these will close over the next few quarters. Collectively, we still expect that the disposition communities will transact in the range of $55,000 to $65,000 per unit. As a reminder, removing these properties that are for sale from our SHOP portfolio will also enable us to focus our CapEx into our highest ROI communities, creating positive earnings momentum for our remaining portfolio. In fact, removing the SHOP assets that we are in the process of selling would have improved our fourth quarter NOI by $2.3 million, margin by 180 basis points, and occupancy by 60 basis points.

With respect to our triple net leased senior living communities, we expect to close on the previously announced sale of 18 communities within the next week for $135 million or $154,000 per unit. Outside of our SHOP and triple net activity, we are actively marketing six MOB life science properties for estimated proceeds of $35.2 million. We also wanted to provide an update on our refinancing strategy. Currently, we have signed three term sheets and one term sheet in final stages of negotiation for $340 million in anticipated loan proceeds. Along with our cash position of $145 million, proceeds from dispositions to date, and $77 million of unencumbered assets agreement for sale, we are well-positioned to address the 2025 debt maturities. Regarding our zero coupon bonds maturing in 2026, we have begun the pay-down process with proceeds of $301 million from asset sales, including Muse, which closed in January, and the Brookdale portfolio, which we expect to close within the next week.

As stated in last quarter’s call, we are continuing with the top-to-bottom analysis of our portfolio to ensure we have the right mix of assets and operators, and we expect this will position Diversified Healthcare Trust to benefit from stronger liquidity and position the company for further NOI growth. Now I would like to turn the call over to Anthony Paula.

Anthony Paula: 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.

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 secures our zero coupon bond, for a gross sales price of $159 million. We have 19 additional collateral properties under agreements to sell for $142 million, including 18 triple net leased senior living communities leased to Brookdale and one MOB, which are expected to close within the next week. We are required to use the net proceeds from these sales to partially redeem our $940 million zero coupon bonds due in January 2026, highlighting our proactiveness in addressing this bond.

After these repayments, we will have approximately $640 million outstanding and continue to focus on this maturity, including additional property sales and secured financings to address the balance of this maturity. As a reminder, we do have an option to extend the maturity by one year to January 2027. After addressing our 2025 and 2026 debt maturities, we have no maturities until 2028 with a well-laddered debt expiration schedule. We are confident that the continued execution of our financing strategy will ultimately position us to drive growth and deliver meaningful value. During the quarter, we invested approximately $73 million of capital, including $61 million into our SHOP communities, which included the completion of 23 refresh projects, $8 million in our medical office and life science portfolio, and $4 million at our wellness centers.

For the full year of 2024, CapEx spend was $191 million, including $140 million in our SHOP segment. Turning to our 2025 outlook, we expect to spend between $150 and $170 million on CapEx in 2025, with approximately $105 to $120 million being invested in our senior living communities. As we have stated previously, 2025 CapEx levels are declining from the prior years as much of the refreshed capital and deferred maintenance is now behind us. Using the midpoint of our 2025 CapEx guidance, the forecast represents a 16% reduction from 2024 levels and a 49% reduction from 2022, which was our highest level of CapEx spend over the past several years. As it relates to NOI, we expect NOI to range from $120 to $135 million in our SHOP segment and $104 to $112 million in our medical office and life science segment.

From a modeling perspective, the Muse that sold in January generated approximately $5 million of NOI in 2024, and the Brookdale portfolio that we expect to sell within the next week generated $10 million of NOI in 2024, inclusive of $2.2 million of percentage rent recognized in the fourth quarter. The impact of these sales is reflected in the guidance ranges provided. Lastly, as it relates to guidance, we have implemented several initiatives which we expect will have an impact on our results. We plan to update investors as to the timing of key events on future calls and will refine our outlook as the year progresses. I would like to highlight that we have published an updated investor presentation which includes additional details which outline our 2025 initiatives and support our guidance on our disposition and transition plans.

In closing, we are confident that we will accretively meet our $380 million June 2025 debt maturity and will continue to proactively address our zero coupon bonds that mature in January 2026. That concludes our prepared remarks. Operator, please open the line for questions.

Operator: 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.

Justin Haasbeek: 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?

Christopher Bilotto: 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.

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

Christopher Bilotto: 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.

Justin Haasbeek: 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?

Christopher Bilotto: 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.

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

Matthew Brown: 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.

Justin Haasbeek: Okay. Thank you.

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

John Massocca: 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.

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

John Massocca: 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?

Matthew Brown: 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.

John Massocca: 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?

Christopher Bilotto: 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.

John Massocca: 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?

Christopher Bilotto: 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.

John Massocca: Okay. That’s it for me. Thank you very much.

Christopher Bilotto: Thank you.

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

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

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