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DHC (DHC) Q3 2026 Earnings Call Transcript

The Motley Fool·11/03/2026 20:36:03
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DATE

Tuesday, Nov. 3, 2026

CALL PARTICIPANTS

  • Manager of Investor Relations - Matt Murphy
  • President and Chief Executive Officer - Christopher J. Bilotto
  • Chief Financial Officer and Treasurer - Matthew C. Brown

TAKEAWAYS

  • Normalized FFO -- $30.7 million, or $0.13 per share, representing an increase from $0.12 per share in the prior quarter and $0.02 per share in the prior year reflecting improved SHOP portfolio operations.
  • Adjusted EBITDAre -- $73.4 million, which is an increase of 28.4% year over year including $5.4 million of accrued incentive management fees.
  • Same Property Cash Basis NOI -- $77.9 million, growing 25.6% year over year driven by performance in the senior housing segment.
  • SHOP Same Property NOI -- $48 million, representing 50.4% year-over-year growth supported by occupancy gains and rate growth.
  • SHOP Occupancy -- 84.4%, a 200-basis-point increase year over year following targeted move-in incentives to accelerate community stabilization.
  • Average Monthly Rate -- Increased 5.2% year over year while remaining flat sequentially due to tactical price concessions.
  • SHOP NOI Margin -- 15.8%, an expansion of 470 basis points year over year due to dietary procurement initiatives and expense discipline.
  • Medical Office and Life Science Occupancy -- 88.4%, down from 92.2% in the second quarter following the departure of two tenants representing 213,000 square feet.
  • Leasing Activity -- 130,000 square feet of leases completed at rental rates 25% above prior rents with a weighted average lease term of 9.7 years.
  • Net Debt to Annualized Adjusted EBITDAre -- 8.2x, representing a 2.5x reduction from a year ago reflecting improved earnings and balance sheet management.
  • Liquidity -- $261 million, consisting of $111 million in cash and an undrawn $150 million secured revolving credit facility.
  • 2026 SHOP Same Property NOI Guidance -- $190 million to $200 million, an increase of $5 million at the midpoint reflecting lower expected operating expense growth.
  • 2026 Recurring CapEx Guidance -- $90 million to $105 million, a reduction of $10 million at the midpoint as the company targets lower recurring capital costs per unit.
  • Full Year 2026 Normalized FFO Guidance -- $0.46 to $0.52 per share, incorporating $29.3 million of estimated incentive management fees for the year.
  • Asset Dispositions -- One vacant property under agreement for $10.5 million to eliminate earnings drag from properties with negative net operating income.
  • Colorado Skilled Nursing Transition -- Seven facilities moved to a 15-year triple net lease with Ensign Group to increase cash flow and reduce exposure to labor costs.
  • SHOP Legacy Management Agreements -- New agreements for 76 communities are expected to reduce annual costs by $2 million and further align operator incentives starting Jan. 1, 2027.
  • Dietary Procurement Savings -- Reduced expenses by approximately $1.3 million compared with the prior year.
  • Redevelopment Pipeline -- Plans to convert closed skilled nursing wings into 356 units across 13 communities with mid-teens expected stabilized cash returns.
  • Total Shareholder Return -- 277% over the past three years, outperforming the U.S. REIT market over that period.

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RISKS

  • CFO Brown reported that SHOP sequential same-property NOI decreased 7.6%, reflecting approximately $2.2 million of nonrecurring expense benefits in the second quarter and $2 million of higher seasonal utility costs.
  • CEO Bilotto indicated that a life science tenant in Fremont, California, representing $2.2 million in annualized rental income, is expected to vacate at the end of Nov. 2026.

SUMMARY

Diversified Healthcare Trust (NASDAQ:DHC) reported a 27.5% increase in consolidated net operating income and revised its full year 2026 financial guidance. Management reported the transition of seven skilled nursing facilities to a long-term triple net lease and announced plans to convert underutilized nursing wings into senior living units. The company stated that it is implementing new management agreements across its senior housing portfolio to align operator incentives and reduce costs. Financial results for the quarter include accrued incentive management fees following an updated regulatory interpretation of non-GAAP reporting standards.

  • Management transitioned seven Colorado nursing facilities to the Ensign Group under a 15-year triple net lease to reduce labor and capital exposure. CEO Bilotto stated, "The new structure shifts reimbursement, labor, and capital exposure to the tenant, leaves our SHOP portfolio more focused on private pay senior housing."
  • The company is implementing new management agreements across 76 SHOP communities effective Jan. 1, 2027. Bilotto noted these agreements include "more closely aligned incentive structures and appropriately-sized base management fees."
  • DHC is pursuing the sale of properties that generated a negative NOI of $690,000 during the quarter to eliminate earnings drag.
  • Management expects to commence construction on unit conversions in 13 communities in 2027, targeting stabilized cash returns in the mid-teens or better.
  • CFO Brown stated that the adoption of an SEC interpretation regarding incentive management fees is a change in presentation only and does not affect GAAP results or cash flows.
  • SHOP segment same-property occupancy gains of 130 basis points sequentially were the largest quarterly increase of the year.

INDUSTRY GLOSSARY

  • SHOP: Senior Housing Operating Portfolio.
  • NOI: Net Operating Income, a measure of property-level profitability after operating expenses but before taxes and interest.
  • FFO: Funds From Operations, a standard REIT performance metric that excludes depreciation and gains or losses from property sales.
  • EBITDAre: Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate.
  • Triple Net Lease: A lease agreement where the tenant is responsible for all property-related expenses including taxes, insurance, and maintenance.
  • NIC: National Investment Center for Senior Housing & Care.

Full Conference Call Transcript

Operator: Good morning. Welcome to the Diversified Healthcare Trust Third Quarter 26 Earnings Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. 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 J. Bilotto, President and Chief Executive Officer and Matthew C. 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 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 2 thousand and other securities laws. These forward-looking statements are based upon DHC's beliefs and expectations. As of today, Tuesday, 11/03/2026.

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. 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. In addition, this call may contain non GAAP numbers. Including normalized funds from operations, or normalized FFO, net operating income or NOI cash basis net operating income or cash basis NOI and Adjusted EBITDAre.

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. Beginning this quarter, our calculations of normalized FFO, Adjusted EBITDAre include estimated incentive management fees accrued under GAAP and prior periods have been recast to conform to this presentation. 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.

Christopher J. Bilotto: Thank you, Matthew. Good morning, everyone. Thank you for joining our call today. Our third quarter results reflect continued execution on the strategy we have laid out for the year. That strategy shows up across stronger operating results in our SHOP portfolio, active optimization of how we own and operate individual assets, and a steadily improving financial profile. Following the market close yesterday, DHC reported normalized FFO of $30.7 million or $0.13 per share, and Adjusted EBITDAre of $73.4 million an increase of 28.4% year over year. Same property cash basis NOI increased 25.6% to $77.9 million and consolidated NOI increased 27.5% to $80.8 million Before going further, I want to note a change in our presentation.

Beginning this quarter Adjusted EBITDAre and normalized FFO include incentive management fees as recognized under GAAP and prior periods have been recast on the same basis. On that comparable basis, normalized FFO increased from $0.12 per share in the second quarter from $0.02 per share a year ago. And adjusted EBITDA increased both sequentially and year over year. The momentum in our portfolio is also reflected in our outlook. Today, we are raising our same property SHOP NOI guidance by $5 million at the midpoint and lowering our expected SHOP recurring capital expenditures by $10 million Matthew will walk through the full guidance update, including the effect of the incentive management fee change. Let me start with our SHOP segment.

Same property NOI increased 50.4% year-over-year to $48 million. This growth was driven by a 200 basis point increase in occupancy to 84.4% and a 5.2% increase in average monthly rate which together expanded same property NOI margin by 470 basis points to 15.8%. We used targeted move in incentives this quarter to accelerate occupancy which kept average monthly rate flat sequentially. As communities stabilize, we expect to reduce these concessions and allow rate growth to flow through more fully. Expense discipline also continues with our dietary procurement initiatives contributing to an expense reduction by approximately $1.3 million compared with the prior year. Importantly, we believe significant embedded upside remains.

With same property occupancy at 84.4% we estimate 500 to 600 basis points of occupancy as our operators close the occupancy gaps between our communities and the respective NIC markets. Beyond occupancy, we continue to reposition underutilized and closed skilled nursing wings into independent living, assisted living, and memory care in 13 communities that we expect will add approximately 356 units. We expect these investments to generate stabilized cash returns in the mid teens or better while converting vacant space into revenue generating units. Finally, we are putting new management agreements in place across 76 SHOP communities that are managed by our legacy operators. Implementation is expected on January 1, 2027.

These agreements extend the operator framework we initiated across our transition communities in 2025, including more closely aligned incentive structures. And appropriately-sized base management fees. We expect them to initially generate approximately $2 million of annual cost savings while further aligning operator incentives with shareholder interests. Turning to our portfolio optimization strategy. Over the past 2 years, DHC has repositioned its portfolio through asset sales, operator transitions and targeted capital investment. With much of that foundation in place, we are increasingly focused on optimizing individual assets. The clearest example this quarter is our transition of 7 nursing facilities in Colorado to a 15-year triple net lease with the Ensign Group. Effective on October 1.

This transition does 2 primary things for us. First, it increases cash flow. First year contractual rent is approximately $8 million with CPI annual escalators, which compares with $5.1 million of NOI the prior 12 months or about $3.5 million after capital expenditures. Second, it sharpens our SHOP portfolio. Skilled nursing relies primarily on government reimbursement is a more labor-intensive, which is why these facilities generated only about a 5.8% margin for the quarter. Skilled nursing is also more commonly under triple net leases with specialized operators.

The new structure shifts reimbursement, labor, and capital exposure to the tenant, leaves our SHOP portfolio more focused on private pay senior housing, and on a pro forma basis would have lifted our third quarter consolidated SHOP margin by about 80 basis points. We are applying the same asset-by-asset approach to operator alignment, In September, we provided notice to transition 6 SHOP communities in Georgia representing 486 units to a new manager which we expect to begin as early as the fourth quarter. This consolidates these communities with an operator that has deep regional expertise and fits the operator framework we have built across our transition portfolio. Look forward to working closely with them to ensure a seamless transition.

Turning to our medical office and life science portfolio. Leasing activity remained healthy during the quarter. We completed approximately 130 thousand square feet of leasing at rental rates 25% above prior rents with a weighted average lease term of 9.7 years. As discussed on our second quarter earnings call, 2 tenants representing approximately 213 thousand square feet vacated on July 1. And total occupancy declined to 88.4% from 92.2% in prior quarter. Near term expirations are limited. Through year end, $3.3 million of annualized rental income or 2.1% of the total is scheduled to expire.

This includes $2.2 million from a life science tenant in Fremont, California that we expect to vacate at the end of November, we are actively marketing that space for lease. The portfolio's weighted average remaining lease term was approximately 5.1 years at quarter end. As part of our capital recycling efforts, we are actively pursuing disposition opportunities. As of yesterday, we are under agreement to sell 1 vacant property consisting of 120 thousand square feet for $10.5 million, and we are evaluating offers on additional properties totaling approximately 232 thousand square feet. Together, these 3 properties generated negative NOI of $690 thousand during the quarter or nearly $2.8 million annually. Selling them eliminates that drag and provides capital for reinvestment.

Looking ahead, our path to earnings growth is embedded in our existing portfolio. Several drivers are already in motion for 2027. A full year of rent from the Ensign lease approximately $2 million of annual savings from our new SHOP legacy management agreements effective January 1, skilled nursing ROI conversion projects adding approximately 350 units, and the sale of non earning medical office properties. Most significant is the continued improvement in shop occupancy and as rate concessions normalize. Our third quarter results show this strategy is working with stronger SHOP operations, active optimization of individual assets and improving financial profile and a higher SHOP NOI outlook for the year.

These results are clearly resonating with investors as DHC has been the top performing REIT in the U.S. Over the past 3 years, with a total shareholder return in excess of 277%. We remain confident in our trajectory and in our ability to deliver sustainable earnings growth and long term value for our shareholders. With that, I will turn the call over to Matthew.

Matthew C. Brown: Thanks, Christopher, and good morning, everyone. Before I review our results, I would like to walk through a change to how we present our non GAAP financial measures. The SEC recently provided its interpretation that incentive management fees accrued under GAAP should be included in normalized FFO and Adjusted EBITDAre. Historically, we excluded the incentive fee in these measures. While we believed our prior approach was appropriate and supported period to period comparability, we have adopted the SEC's interpretation and changed our presentation. Beginning this quarter, normalized FFO, Adjusted EBITDAre and CAD include estimated incentive management fees as they are accrued under GAAP. And we have recast prior periods to conform.

To be clear, this is a change in presentation only. It does not affect our GAAP results or our cash flows it does not change how the incentive fee is calculated or the amount, if any, that would ultimately be payable to RMR. Because the fee is based on DHC's total shareholder return relative to a benchmark index over a 3-year period ending December 31, the accrual will fluctuate from quarter to quarter with our share price. For the third quarter, normalized FFO and Adjusted EBITDAre include $5.4 million or $0.02 per share of accrued incentive fees year to date, we have accrued $22 million or $0.09 per share.

Page 8 of our earnings presentation includes a bridge to previously issued guidance. Believe this bridge will assist our investors with comparability between our revised normalized FFO and Adjusted EBITDAre calculations from prior guidance. During the third quarter, our normalized FFO was $30.7 million or $0.13 per share, and our Adjusted EBITDAre was $73.4 million representing a 28.4% increase year over year. Our third quarter results continue to show the earnings power of our SHOP assets, the cash generating ability of our business and a significantly stronger balance sheet than a year ago.

During the third quarter, consolidated same property cash basis NOI was $77.9 million a 25.6% increase year over year SHOP continues to drive this growth with same property NOI increasing 50.4% year over year to $48 million and same property NOI margin expanding 470 basis points to 15.8%. This improvement came from both the top line and expense side. Same property SHOP revenue increased 5.8% year over year, driven by a 200 basis point increase in occupancy to 84.4%, and 5.2% growth in average monthly rate.

At the same time, same property operating expenses were essentially flat year over year and expense per occupied unit declined 30 basis points as our operators continue to capture the dietary maintenance and labor savings we discussed last quarter. Sequentially, SHOP same property NOI decreased $4 million or 7.6%. Driven by second quarter results that included approximately $2.2 million of 1-time expense benefits that did not recur. Additionally, the third quarter includes approximately $1 million of nonrecurring expenses and $2 million of higher utility costs due to typical seasonality. Excluding these items, third quarter same property NOI would have been 2.5% higher than the second quarter.

Importantly, same property occupancy increased 130 basis points sequentially, our largest quarterly gain this year. Which supports our view that the occupancy ramp at our transition communities is well underway. In our medical office and life science portfolio, same property cash basis NOI was $22.9 million a 1.6% decrease year over year. This primarily reflects a previously disclosed tenant who vacated effective July 1 which also drove the 120-basis point sequential decline in same property occupancy to 94.5%. Third quarter G&A expense of $14.6 million includes $5.4 million of estimated incentive management fees, as I have discussed. And $2.2 million of non cash share based compensation. Excluding these items, G&A was $7 million, consistent with the second quarter.

During the quarter, we invested $28.9 million of capital including $22.6 million into our SHOP communities and $6.3 million into our medical office and life science portfolio. Year to date spending of $76.5 million is $32.1 million or approximately 30% lower than the same period in 2025. We are reducing our 2026 recurring CapEx guidance by $10 million at the midpoint to $90 million to $105 million At quarter end, we had total liquidity of $261 million including $111 million of cash and our undrawn $150 million secured revolving credit facility. Net debt to annualized Adjusted EBITDAre was 8.2x a 2.5x reduction from a year ago.

This calculation now includes incentive fees, which added 0.8x, Excluding them, leverage was 7.4x, is within our 6.5x to 7.5x target range. Adjusted EBITDAre to interest expense improved to 2.0x from 1.2x a year ago, and we remain comfortably in compliance with all of our bond covenants. Our next debt maturity is our $500 million of senior unsecured notes due February 2028. With $4 billion of unencumbered assets representing over 64% of our portfolio growing SHOP cash flow and steadily improving credit metrics, we believe we are well positioned to address this maturity. Turning to full year 2026 guidance.

Excluding the presentation change regarding estimated incentive fees, we are raising our SHOP same property NOI guidance by $5 million at the midpoint to $190 million to $200 million and that increase flows through to Adjusted EBITDAre and normalized FFO. The increase reflects lower expected operating expense growth of 2.3% compared with 2.5% previously, and average monthly rate growth of 5.6% up from 5.5%, with occupancy growth unchanged at 200 basis points and revenue growth of 6.3%. It should also be noted that for the 9 months ended September 30, same property SHOP NOI was $144.3 million. Separately, Adjusted EBITDAre and normalized FFO guidance now includes estimated incentive management fees of $29.3 million or $0.12 per share.

Netting the 2, normalized FFO guidance moves to $0.46 to $0.52 per share from $0.56 to $0.62 up $0.02 from the SHOP NOI increase and down $0.12 for the estimated incentive fee. The final amount, if any, will be based on our total return to the benchmark index through December 31 and could differ materially from the amount accrued as of September 30.

Updated guidance ranges are as follows: $312 million to $328 million of same property NOI Adjusted EBITDAre of $276 million to $291 million normalized FFO of $111 million to $126 million or $0.46 to $0.52 per share, and recurring capital expenditures of $90 million to $105 million, which is a reduction of $10 million at the midpoint, as I previously discussed. Fourth quarter results will also include a full quarter of Ensign rent for the 7 skilled nursing facilities, which will contribute approximately $2 million of cash NOI. We are confident in our updated full year guidance, and we are building momentum into 2027.

We will share our 2027 guidance on our next earnings call, which will include changes to our SHOP segment mainly driven by the 7 skilled nursing facilities now leased to Ensign, being presented in our All Other segment. That concludes our prepared remarks. Operator, please open the line for questions.

Operator: We will now begin the question and answer session. Our first question today is from Henry Newell with RBC Capital Markets. Please go ahead.

Henry Newell: Yes. Thank you. Just hoping you could touch on the updated CapEx outlook briefly. Should we expect really this updated outlook to be a run rate moving forward into 2027 and 2028? Is there any reason why we should expect recurring SHOP CapEx to decrease in 2027 and 2028?

Christopher J. Bilotto: Yes, it is a good question. Good morning. I could see it decreasing a little bit. Into 2027 and 2028. We have been targeting closer to $3 thousand per unit As we look forward. So we do expect that to continue to kind of come down as it has over the last few years. Wonderful. And then just more generally, how are you viewing your different sources of capital at the moment? Is the current leverage profile an ongoing concern? And do you think you will continue to finance CapEx or maybe any acquisitions with dispositions or something else moving forward?

On the latter part of the question, I think right now, most of the investment we plan to make is within the existing portfolio. We have talked about the conversion of closed skilled nursing wings, and that being kind of a priority given the returns that come from that profile. So that will be kind of top priority. We are selling some assets, which we highlighted I do not think the overall proceeds are overly material, but nonetheless, that will provide optionality for reinvestment to either delever or again, that is part of the closed skilled nursing wing strategy and then maybe in small, select cases, you know, considering whether or not acquisition makes sense.

But I think that is last in line. So right now, it is really focused on the existing portfolio and kind of the embedded upside opportunities that we see. And then, Matthew.

Matthew C. Brown: Yeah. Just to add to that on leverage has been on a nice decline as we have seen the SHOP performance. Significantly improve over the last 15 to 18 months. And our trajectory should prove that, that will further decline. As we move beyond 2026. And as it really should just kind of capital and liquidity for the things that we are focused on which as Christopher mentioned, is mostly our existing portfolio, we have adequate liquidity to continue making those investments. We have the $150 million credit facility. We have not drawn on that. So that produces us with sufficient liquidity for us.

Henry Newell: Wonderful. Thank you.

Operator: The next question is from John Masica with B. Riley. Please go ahead.

John Masica: Good morning. Let me just start with a quick clarification. With regards to the full-year 2026 guidance, does that include the positive impact expected to NOI from the Ensign transaction?

Matthew C. Brown: Yeah. I mean, it is factored in that we are going to receive $2 million in the fourth quarter. For the 9 months ended September, we have received a little bit over $4 million of NOI there. So there is some moving pieces as it relates to the change. But it is included.

John Masica: Is that part of where the increased SHOP NOI expectations are coming? Or is that something that was maybe kind of like previously contemplated in the guide?

Matthew C. Brown: No. it is unrelated to that, change in structure. On those skilled nursing facilities. Look, we have been trending towards the higher end of our SHOP NOI guidance, for the first several quarters. And we are just shy of 145 million year to date through 9 months. So we really have added conviction in our SHOP results, and that is really the driver of the $5 million increase to the guide. On this call.

Christopher J. Bilotto: And, John, I would just add that going back to the Ensign, the pros from the lease we get for the quarter in Q4 is more or less equivalent to what we would have gotten under the RIDEA. So as Matthew alluded to, that is a wash. And, again, the upside is more just performance based, which is driving the guidance.

John Masica: Okay. In terms of the 1-timers in Q3, can you just provide a little more color on what those were? And are those things that we should expect to occur seasonally? 3 q's going forward, or is it just really 1-time events?

Matthew C. Brown: No. They were largely 1 time events. It was about $1 million in total. We had some sales and use tax true ups. And a little bit of elevated bad debt. But we do not expect those to recur into Q4 or beyond.

John Masica: K. And then in. As you think about occupancy versus rate, I mean, should we expect some of these strategies of using concessions to kind of promote occupancy before you push rate to continue going forward? Is that something that you know, we can see kind of in the next couple of quarters, or is this kind of really a 1 time situation based on an opportunity operator saw or something else in the market?

Christopher J. Bilotto: Yes. it is a mix. I mean, look, the concession piece is more hand to hand combat on certain assets to drive strategy. it is just it is more pronounced now as we think about where we see the opportunity. I do not envision this being something that continues long term. I think this is incremental, and we will continue to see rate lift across the portfolio. And so I think generally speaking, we would expect to see at least the same lift we have got in 2026. And, again, we have also talked about a variety of different strategies we are finding with respect to reduction, levels of care on the revenue side.

So there is a kind of a whole suite of different initiatives that we continue to work through, which will be more pronounced as we go into 2027.

John Masica: Okay. And then last 1 for me. In terms of some of the redevelopment potential within the portfolio, has any of that started? I mean, has there been any spend yet on that? Because I guess that would not show up in the recurring CapEx guide. Right? So are you in process on any of those projects, or are those still primarily 2027 starts?

Christopher J. Bilotto: They are all 2027 starts. Any spend this year is really soft cost related to design and consultants. But the swinging of hammers will commence next year, and then we will start to see some of those towards the back half of the year.

John Masica: Okay. that is it for me. Thank you very much.

Christopher J. Bilotto: Thank you.

Operator: Showing no further questions, this concludes our question and answer session. I would like to turn the conference back over to Christopher J. Bilotto for any closing remarks.

Christopher J. Bilotto: Thank you for joining our call today. We look forward to seeing many of you at NAREIT conference in Atlanta this November. That concludes our call.

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

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