Good day, and welcome to the Diversified Healthcare Trust Third Quarter 2020 Financial Results Conference Call. [Operator Instructions]. I'd now like to turn the conference over to Michael Kodesch, Director of Investor Relations. Please go ahead.

Thank you. Welcome to Diversified Healthcare Trust call covering the third quarter 2020 results. Joining me on today's call are Jennifer Francis, President and Chief Operating Officer; and Rick Siedel, 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 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, November 5, 2020. 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, EBITDARM 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 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. Now, I'd like to turn the call over to Jennifer.

Thank you, Michael, and good morning. Welcome to Diversified Healthcare Trust Third Quarter 2020 Earnings Call. In the quarter, we saw the continuation of the COVID-19 pandemic and its significant effect on our senior housing operating portfolio. As we see increased new cases in the United States, we're appreciative of the steps that our operator has taken to ensure the ongoing safety and well-being of the residents and employees in these communities. I'm pleased that our intentional diversification of our holdings to include a large medical office and life sciences portfolio and steps taken earlier in the year to enhance liquidity have helped us to withstand the challenges that the senior living industry is facing during these unprecedented times. In the third quarter of 2020, DHC's normalized FFO attributable to common shareholders was $13.2 million or $0.06 per share, representing an $0.18 per share decrease from the second quarter, largely driven by the pronounced effects of COVID-19, and more specifically, its impact to our SHOP segment results. Before moving to a discussion of our broader portfolio results, I'd like to spend time this morning addressing the sequential quarter-over-quarter decline as well as what we're doing to manage through this challenging environment and the associated costs. One of our highest priorities remains the health and well-being of the residents and employees at our senior living communities. Our manager has worked tirelessly to control the spread of the virus and is taking all of the necessary steps to safeguard residents. As of October 31, 1% of our residents had active cases of COVID-19, while over 92% of our resident population has not contracted COVID-19 since the onset of the pandemic and 67% of those who have tested positive during the pandemic have since recovered, as defined by the CDC guidelines. Our operator's…

Thanks, Jennifer, and good morning, everyone. Since Jennifer has explained the causes of change in NOI that impacted our normalized FFO, I wanted to touch upon some of the other activity in our income statement. In the third quarter, we recognized approximately $64 million of impairment charges, largely related to 10 senior living communities we identified for closure and/or sale. These communities incurred $4 million of operating losses during the third quarter of 2020, and we and our operator concluded our portfolio would be stronger without continuing to operate these communities. We also recognized a reduction in NOI totaling $6.2 million during the third quarter related to a Medicare billing matter that Five Star's compliance program discovered related to a skilled nursing unit at one of our senior living communities. This reduction was recognized as a $4 million decrease in resident fees and services revenue and a $2.2 million increase in property operating expenses for the expected penalties and other costs related to this matter. Interest expense was $58.1 million for the third quarter of 2020, up $13.3 million year-over-year and $14.1 million sequentially from the second quarter. These increases were primarily due to the $1 billion of senior notes issued in June of 2020, offset by lower revolver and term loan interest. The June notes issuance was done to enhance our liquidity and we ended the third quarter with approximately $82 million of cash on hand and the full $1 billion of available capacity on our revolving credit facility. Our next debt maturity is not until December of 2021. With ample liquidity, we continue to invest capital in our existing portfolio. Despite the pandemic, in the third quarter, we spent $45.1 million on capital expenditures, an increase of $7.5 million over the second quarter. Approximately $25.4 million of our third quarter spend was considered recurring and included building improvements in both our Office Portfolio and SHOP segment and tenant improvements and leasing costs in our Office Portfolio. The remaining portion of our capital expenditures was spent on redevelopment capital projects. This included $14.8 million of redevelopment capital in our Office Portfolio, primarily related to the redevelopment of our life science campus in Torrey Pines. We invested only $5 million of redevelopment capital in our SHOP segment as COVID-19-related visitor restrictions continue to limit our ability to spend capital inside many of our communities. Lastly, I wanted to touch on rent collections, which continue to be strong. In our Office Portfolio, over 99% of our contractual rents due were collected during the quarter and in October. That concludes our prepared remarks. Operator, please open up the line for questions.

[Operator Instructions]. Our first question comes from Vikram Malhotra with Morgan Stanley.

Maybe just -- would be nice to just get your thoughts on the metrics. Is the SHOP metrics going into sort of the fourth quarter kind of the -- in your view, the puts and takes sort of on occupancy, you mentioned your views on RevPAR. But how do you think about the intersection between sort of RevPAR and occupancy going in the fourth quarter, especially if COVID cases continue to increase and the flu season is on us?

Thanks, Vikram, for your question. We're expecting occupancy to continue to decline. I said that we had occupancy declines of 27 basis points per week, and we're expecting that to slow a bit. But we think it will be still in the 24, 25 basis points per week. How to -- we are still in the middle of a pandemic, and we're working hard. Five Star is working hard to attract residents to the communities, and it's really a combination of confidence of prospective residents that they'll be safe in senior living communities. And Five Star has worked very hard to -- with their protocols and infection control to ensure that residents do feel safe. That combined with the approval, availability, distribution and public acceptance of an effective vaccine, I think will be what drives change and stop this decrease in occupancy.

Okay. That makes sense. And then I guess just on the penalty, maybe you can just get a bit more and give a little bit more color kind of how that was discovered. And kind of what are you doing going forward to kind of maybe remedy that? As well as maybe just a broader topic around operator diversification, something, I guess, in the past, you've talked about its potentially a goal, but just kind of how you think about those two issues?

Vikram, this is Rick. Maybe I'll take a stab at the first piece. On the Medicare penalty, I think we all know health care is highly regulated and, therefore, it's important that senior living providers have strong internal compliance programs. We believe Five Star's compliance program is effective and can identify and address potential issues timely. And that's really what we've seen here. The OIG and CMS have a process for providers to voluntarily disclose and refund any overpayments. And that's really what's happened here. So Five Star's compliance program detected an issue, and we've dealt with the issue. So this is, I believe, the first time our SHOP portfolios had this. I mean, it's somewhat common in the health care space, but there are a lot of procedures and controls in place to avoid this, to correct anything before it's a problem. And we're confident that, that will continue in place.

Vikram, on operator diversification, we have a great deal of faith in Five Star and the senior management team in turning Five Star around. They've been extremely focused on COVID containment and avoidance. But I think it's important to point out that Five Star was in the midst of a turnaround when the pandemic hit. And while they have folks that are very focused on COVID-19, they still have a core group of people in the corporate office who are focused on the turnaround. So we're not likely to diversify away from Five Star. What I'd say is how we will diversify would be continuing to move into medical office and life sciences at some point. So that's how we diversify our portfolio.

Okay. Fair enough. And just last one, if I may. Whether the vaccine announcement and the eventual distribution, is it 3 months away, 6 or 12 months. Eventually, we do get the vaccine and hopefully, occupancy stabilizes somewhere in the next 3 to 6 months. But as you look to sort of rebuild the -- fundamentally, I'm just wondering how you think about kind of occupancy versus rents. And you alluded to this in your comments, but what we're seeing today versus maybe in the next year, how do you look to sort of fill back your -- the occupancy that you've lost?

I think that Five Star continues to work with referral sources to attract potential residents to the communities. They've hired a Director of Marketing, who will help with that endeavor. It's converting those leads into move-ins. And so I think that, again, the fact that they've been very focused on the safety of their residents will help them. Also, they're very focused on providing that exceptional revenue -- I mean, sorry, resident experience. And so I think that, that also will help. And then there'll be concessions, but we don't see concessions as being reduced rents because that just deteriorates profits and so -- or profitability. So I think that there'll be concessions that are offered, such as free rent upfront to try to attract residents.

Our next question comes from Bryan Maher with B. Riley Securities.

And certainly, a lot of information to unpack here, but thanks for that. But kind of building on that occupancy question, once we get a vaccine. Can you give us an idea of how quickly you think occupancy can ramp back up given that you've made the comment that you're seeing building demand out there that's not showing up yet, but it's there. So what would be the pace of occupancy recovery do you think?

It's hard to know exactly what the pace will be, Bryan. But what I would say is we're seeing an increase in move-ins already. It's just that move-outs have exceeded move-ins. So it's hard to say exactly how quickly we'll reoccupy, but I think that with the focus that Five Star has on leads and working with referral sources, I think that they'll increase at a good clip.

Okay. And can you give us some idea on those competitors that are cutting rate? How much are they cutting in? Is it 5%, 10%, 20%?

I think it's all over the board. I think that there are folks that are being very aggressive to grow occupancy, but we just think that's a very dangerous -- it's a slippery slope. So we're not going to head down that road.

Okay. And shifting gears to Torrey Pines and congratulations for wrapping that up here. You talked a little bit about the initial lease and the roll-up in rent. I think you might have said it was 20%. Maybe I read that down wrong. But how does that equate to what your pre-redevelopment expectations were for that property?

You did not write it down wrong. It is close to a 20% roll-up in rent. We were -- when we first started working on running the numbers for this potential redevelopment, I think we were talking 5% to 7% roll-ups in rent. And the market has strengthened -- every quarter, we hear about the occupancy growing, vacancy tightening up. And there's just -- there are a lot of life sciences tenants in that market looking for space. And so our pipeline is strong and we hope to continue to see these strong roll-ups.

Okay. And last for me, and I don't know, maybe this is for Rick. But you guys have now like almost $1.1 billion of liquidity. And I know you took down that big nugget in the middle of the summer. Do you think you took down too much debt at the higher rate? And what, if any, are opportunities to cut into that? I think I read a footnote that you can't prepay that until 2025, but is there something that you can do with all this liquidity? Or do you just have plans for it? Or you just need it as comfort for the next 2 to 3 quarters till COVID wanes?

Thanks, Bryan. So the $1 billion of senior notes that we issued in June were 5-year noncall tools. So we do have the ability to take them out after 2 years. And we did that for the flexibility. We didn't know how long the pandemic would go. If this were to drag on for 2 years, we'd be really thankful that we didn't have a 2-year maturity on that. But at the same time, it's fairly expensive, and we're looking forward to refinancing it at lower rates. So I think at this stage in the game, not knowing if and when a vaccine will be available, when confidence for seniors to go back in the senior living communities will really rebound, I think our position is better safe and sorry. And we like having that additional liquidity right now. We are still investing in our properties. It is, again, a bit of a challenge to get into some of the senior living communities, but we are taking care of as much of the historically deferred capital as possible. Again, I think we -- our next debt maturity isn't until December of 2021, but we do have the ability to take it out at par in June. So that's something that we'll look to do to reduce interest expense a bit. But again, given the circumstances, it feels good to have a lot of liquidity available to us.

Our next question comes from Michael Carroll with RBC Capital Markets.

Yes. Can you talk a little bit about the referral services that you're using within your SHOP portfolio right now? I guess, who are those services? And what's the incremental cost to use those? And I guess, why start using them now? Why weren't you using them 3 to 6 months ago?

It's something that we've been -- they were using them 3 months ago. I think that they're getting more. The referrals have increased. Leads are up 35% over the second quarter. Six months ago, I'm not sure that anybody was moving in or very few people were moving in. Our move-ins were needs-based, and we felt like they didn't need the referral sources at that point. It's companies like A Place for Mom. And the fees are 1 month's rent-or-so.

Okay. So these aren't new relationships. These are relationships that you're just leaning on more as of now compared to the early part of the pandemic, is that correct?

Well, I would say in the early part of the pandemic that we -- Five Star really wasn't using these referral sources. They were getting leads or getting occupancy or prospective residents through other sources, just more of the typical sources. A Place for Mom or some of these referral sources, I think, historically, have been -- you tend to have gotten a shorter length of stay. People tend to use those referral sources when they're really in trouble and are looking for quick help for someone who really needs it. I think that's changed a bit throughout the pandemic. And so they're finding that the leads that they're getting are better leads than they used to get from these referral sources.

Okay. And then what type of concessions are you offering within the portfolio right now? And I guess, maybe how does that differ between your assisted living, your memory care and your IL product? I mean are you offering more concessions in that IL and active adult product just because it's lower acuity, and those residents don't necessarily need to move in right now?

That's right. That's exactly right. People moving into memory care and assisted living are really needs-based. And so there are less concessions necessary in those 2 functions. Certainly, independent living and active adult, it's free rent upfront.

So how much free run are you willing to offer? And I guess, how does that compare against some of the competition in the market? I mean, are other competitors offering free rent, too? Or are they actually offering lower face rates?

It varies across the portfolio, and it varies per market. But it's a combination. We're really working to not lower our face rate, but to offer 1 or 2 months free rent. I think that some competitors are offering lower rates and maybe a shorter free rent period. So net effective might be the same, but we find that -- I think our average length of stay now has -- it's increased actually, and it's about 28 months or so. And so with that longer length of stay, having a reduced base rent, just face rate doesn't work. We'd rather see free rent upfront and then move on to get to a higher face rate.

Okay. And then can you talk a little bit about your occupancy trend? Obviously, it's moderating a bit. Did that continue in October? Can you give us what's the October occupancy declines? And is there an expectation that this trend will continue to moderate in the fourth quarter?

There is an expectation that it will continue to moderate. We don't really give guidance, but I think that we've been talking about maybe a 24 basis point drop per week. Move-ins are up. But unfortunately, move-outs are negating those move-ins.

Okay. So can you give us the actual occupancy decline in October, do you have that?

I don't have that number in front of me.

Okay. And then I guess last question. Can you talk a little bit about the expense trend? I mean, I think it was lower in the second quarter just because of lower health care costs with your employee base, but higher in the third quarter. I guess, should that normalize in the fourth quarter? Or how should expenses be trending? Or what's the good run rate there?

Mike, I think we'll continue to see expense pressure during the pandemic. Just within the health care cost, I mean, so much of it was related to COVID testing. I think Five Star has done 146,000 COVID tests over the last few months. Obviously, the testing for the employees is on us generally, unless they're covered by someone else's insurance, which seems unlikely. We also had a number of team members that had -- that contracted the virus and needed care and that certainly added. There was also, as you can imagine, a number of doctors' appointments that had been deferred from Q2 when everything was shut down, and some of that got rescheduled in Q3. I believe we expect that to continue, at least through the fourth quarter. We're hopeful that it will moderate a bit as the pandemic wanes. But I think it's probably safest to expect the expenses to stay relatively consistent aside from the Medicare penalty that we booked and things like that.

Our next question comes from Kyle Bauser with Collier Securities.

Great. So regarding the updates on the 9 dispositions for a little over $61 million and the 21 properties that are under agreement to sell for a little over $165 million. Can you provide some additional color maybe on the makeup of these and what the timing expectations are for the properties that are under agreement to sell?

Sure. It's a mix of properties out of our Office Portfolio segment and senior living. So it's really spread across those 2 segments. And our expectations for closing are all by year-end. Now some of those might slip into the first quarter, but for the most part, we're thinking year-end close.

Okay. Got it. And longer term -- sorry if I missed this, but how should we think about the goal for total dispositions? Can you talk about maybe percent of the current portfolio you're targeting or maybe a dollar value goal? I'm just trying to get a sense of the cadence over the coming quarters?

Sure. We still have a disposition goal of $900 million in total. And so we're just -- we're really waiting for the pandemic for a vaccine that's available and distributed and accepted by folks in the country before we start actively marketing. We are always in conversations with brokers about these properties, the brokers that we've hired who are kind of on hold right now. As to when the right time to hit the market is, we think it's not right now. So it's likely going to be -- I'm hoping probably maybe second quarter of next year, early second quarter.

Got it. And that makes sense. And lastly, it sounds like the life science portfolio continues to be a tailwind, which is great. Can you talk about the continued demand among life science tenants that you're seeing? And maybe any additional interest you've received for the Torrey Pines development, in particular?

Sure. Yes. It's -- the life sciences portfolio continues to be very strong, as does our medical office portfolio. The life sciences portfolio same-store or same-property, it's about 97% occupied. We have an incredibly robust pipeline for the Torrey Pines property. And the life sciences market continues to be very strong across the country, obviously, in most pronounced strength in the Boston, Cambridge, San Francisco, San Diego markets. But we just -- we see just ongoing success in that portfolio.

[Operator Instructions]. Our next question comes from Joshua Dennerlein with Bank of America.

I guess, you mentioned move-outs from senior housing was elevated. Curious what you're seeing as the kind of primary driver of that within your portfolio.

Well, unfortunately, move-outs are generally -- especially during the pandemic. Move-outs are generally because of the need for a higher level of care or from people passing away.

Okay. Okay. Yes. No, that was an interesting comment because I thought some other operators saw move-out kind of decline. And then your leverage is elevated, kind of how do you guys think about leverage going forward? And how did the sales play into that leverage? Should we expect it to kind of continue to drift up those sales? Or do you think it kind of comes down?

No. So when we think about leverage, we're going to be paying down debt. The asset sales is certainly a piece of that, but leverage will naturally come down as income comes back up. I mean, we're clearly at depressed EBITDA levels at this point, just given the pressure in our SHOP segment. So I think with time, as the senior living industry comes back, our leverage will naturally tick down and then again, some of our programs as far as looking to maximize value and sell some assets when we've maximized value, we're getting out of certain assets that we don't have the same confidence in anymore, will all help with that. So again, I think we, like, many, are temporarily elevated, and it will come back down over time.

And then curious if you can provide any color on the cap rates for the sales you've completed since July 1, maybe how that would have compared to like a pre-pandemic cap rate? And any kind of color on go-forward cap rates would be amazing.

Sure. We've been saying that the portfolio disposition, we expect about a 7 cap for that whole portfolio. And we've been trending at around that, maybe a little less in the most recent sales. Some of these sales tend to be more based on a per unit sale as opposed to kind of does it make sense to talk about cap rates for some of them. But when you combine all of the dispositions, we're -- we still are hovering right around the seven cap.

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

Thank you, and thank you for joining our call today. We look forward to seeing many of you at the upcoming virtual NAREIT conference in 2 weeks. Operator, that concludes the call.

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