Diversified Healthcare at Nareit REITweek: Strategic SHOP Focus

On Tuesday, June 3, 2025, Diversified Healthcare Trust (NASDAQ:DHC) presented at the Nareit REITweek: 2025 Investor Conference, outlining its strategic repositioning efforts. The company emphasized its focus on the Senior Housing Operating Portfolio (SHOP) as a growth driver while addressing recent financial performance and future plans. While optimism was high regarding the senior housing sector’s potential, the company also highlighted challenges, such as managing debt and optimizing its portfolio through strategic dispositions.

Key Takeaways

• DHC reported a 42% year-over-year increase in Net Operating Income (NOI) for Q1 2025.
• The company aims to improve SHOP occupancy to 82%-83% by year-end.
• DHC plans to reduce leverage to 6.5-7.5 times through asset sales and operational improvements.
• Strategic dispositions of approximately 60 properties are expected to yield $330 million to $350 million.
• The company successfully refinanced unsecured debt at a lower interest rate.

Financial Results

• Q1 2025 saw a 42% increase in NOI year-over-year.
• SHOP portfolio occupancy rose by 110 basis points year-over-year.
• Unsecured debt was refinanced at 9.75% interest with $340 million secured debt at 6.55% weighted average interest.
• DHC targets a leverage ratio of 6.5x to 7.5x through asset sales and improved performance.
• Dispositions are expected to generate $330 million to $350 million in net proceeds this year.

Operational Updates

• SHOP portfolio aims for 82%-83% occupancy by year-end, with current levels just over 80%.
• Insurance premiums reduced by 25%-30% through policy renewal.
• Expense growth is expected to be around 3% from 2024 levels.
• The portfolio includes 230 properties, with plans to sell over 60 properties, divided between SHOP and MOB.

Future Outlook

• DHC focuses on SHOP growth through strategic investments and expense management.
• The company plans to optimize the MOB portfolio and return to acquisitions in 2026.
• A 15% stabilized yield on cost is targeted for ROI-driven CapEx projects.
• Maintenance CapEx is estimated at $75 million to $80 million post-dispositions.

Q&A Highlights

• DHC addressed 2025 maturities, with a focus now on 2026 maturities.
• Potential for tendering bonds at a discount remains secondary to addressing maturities.
• S&P improved DHC’s outlook to positive, enhancing its credit standing.
• Asset sales have reduced 2026 maturity to $640 million, with further sales expected to lower it under $300 million.
• Capital expenditure for 2025 is estimated at $150 million to $170 million, with a focus on maintenance and ROI CapEx.

For a detailed understanding, readers are encouraged to refer to the full transcript below.

Full transcript - Nareit REITweek: 2025 Investor Conference:

John Massocca, Senior Research Analyst, B. Riley Securities: So, good afternoon, everyone, and welcome to the twenty twenty five REIT Week presentation from Diversified Healthcare Trust. I’m John Massocca, a senior research analyst at B. Riley Securities, and I also cover DHC, and I’ll be moderating the presentation this afternoon. With me, I have Chris Pilato, President and CEO of DHC as well as CFO, Matt Brown.

DHC owns three forty three health care related properties, including over 25,000, senior living units and 7,600,000 square feet of medical office spacelife science space as well as a selection of net leased medical assets and wellness properties. And with that, I’ll turn the floor over to Chris to give a little bit of a quick overview of DHC’s business model and what they’re kind seeing today.

Chris Pilato, President and CEO, Diversified Healthcare Trust: All right. Thank you. As John alluded to, I’ll give you some of the metrics with respect to the portfolio. I think for everybody’s benefit, as we think about DHC more specifically and kind of the overall strategic opportunities that we’ve been evaluating, if you look back over the last couple of years, I think more specifically with respect to the healthcare industry, I think it’s kind of no surprise with respect to what you’ve heard out there and tailwinds supporting various sectors and more specifically around SHOP. The SHOP portfolio for DHC has been kind of a big part of the growth engine for the business.

And in support of that, we spent a lot of time kind of culling our portfolio and really kind of positioning our asset base and investment with capital to kind of take advantage of some of the opportunities we’re seeing in the greater market. I think supporting that in addition to asset level strategies for the company, we’ve really been focused on our balance sheet. We’ve had a handful of near term maturities in our capital stack in 2025 and 2026, having recently addressed the 25s and now focused on the 26s. We’ve outlined, which we’ll talk about here in some of the QA Q and A kind of a path for really getting to a scenario where we have our balance sheet kind of tidied up in 2026 with no near term maturities until 2028, having completed a lot of the capital investment across the portfolio, kind kind of paving the way for upside and NOI growth in the SHOP portfolio and then a broader disposition plan to sell off assets that are either negative NOI drivers, those that are capital intensive or other strategies because we’ve maximized value across the portfolio. And so it’s been a lot of work over the last couple of years.

We’re starting to kind of see the benefit of that performance. For those of you that may have seen our Q1 earnings having come off year over year with a 42% increase in NOI and 110 basis points increase in occupancy, I think are components to some of the success that’s coming out with the execution of that plan. So Matt, anything you want to cover? So

John Massocca, Senior Research Analyst, B. Riley Securities: we’ll kick off Q and A here. If there’s any questions from the crowd, please feel free to raise your hand. Ideally, use the microphones because I believe this is being webcast. But start off with kind of a bigger picture question to get things going. Given we have some people probably new to the DHC story in the room and even some people familiar, you’ve done a lot of disposition activity recently.

So can you provide us an update on what the DHC portfolio looks like today in terms of kind of components and segments? And what’s kind of been the recent flavor of business operations, if you will?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yes, I mean I think you touched on a little bit about the segmentation. So we’ve got about two thirty properties that fit in the SHOP segment. We have a small portfolio of triple net leases and just under 100 properties within our MOB and life science category. We’re selling just over 60 properties, I would say equally weighted between SHOP and MOB as part of our disposition process, which we expect to conclude in the back half of this year. And really what we would expect as part of that is to find ourselves much more concentrated on the SHOP side of the portfolio based on a number of properties and NOI with kind of a cleaner path to grow NOI in the SHOP portfolio.

And as you think about what’s left for our MOB and Life Science side, I think what we find are these are properties with longer waltz and more prominent markets, primarily physician based on the MOB side and then more on core markets on the life science side specifically.

John Massocca, Senior Research Analyst, B. Riley Securities: Maybe specifically with the SHOP assets, NOI margins in the senior housing portfolio grew pretty meaningfully in 1Q twenty twenty five. What are the factors that drove that and kind of how sustainable is that as we look out in the next three quarters of the year?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Sure. I mean, I think, Matt, you can touch on this as well. But I think the margin improvement is a byproduct of some of the things we touched on. Over the last year, there’s been a lot of disruption in our portfolio as we’ve done renovations. Those are all for potential future positive outcomes, but nonetheless, there’s a distraction when you have a property under renovation.

So we’re getting the benefit from increased performance coming out of that. We’ve had a slight increase in occupancy over the last couple of quarters, more prominently year over year. We’re getting the benefit of more controlled expenses across the portfolio. We’re seeing some pressures and labor continuing to increase, but we’re finding meaningful offsets with other aspects in the portfolio in addition to the rate growth and we do it predominantly annually in January, we get the benefit of that rate increase in January. We’re also seeing some pockets of opportunity with other levels of care and other kind of revenue aspects within our portfolio that are also driving performance on the margin side.

John Massocca, Senior Research Analyst, B. Riley Securities: And then as we think about maybe rate growth and occupancy, how meaningfully do you think you can push either one of those given some of the macro dynamics we’re seeing today around the overall senior housing space?

Matt Brown, CFO, Diversified Healthcare Trust: Yes, I think we have the opportunity to grow both. The investment we’ve made in our portfolio, as Chris mentioned, gives us a real opportunity to drive both rate and occupancy. Our current occupancy in SHOP is just over 80%. Have a target of getting to 82% to 83% by the end of this year. So I think we have the opportunity for both.

John Massocca, Senior Research Analyst, B. Riley Securities: And then what are some of the kind of pushes and pulls you’re seeing today on the expense side in the SHOP space? You mentioned labor a little bit, but anything else where you’re making kind of strides to kind of maximize returns within that portfolio?

Matt Brown, CFO, Diversified Healthcare Trust: Yes. Over the last couple of years, contract labor was a larger percentage of our expenses. We’ve done a nice job with our operators of getting that down to well under 1% of expenses. So that’s been a positive for us. We had a very successful insurance premium policy renewal in July of last year, about 25% to 30% reduction in annual premiums, which was a good catalyst for expenses.

And overall, our operators are doing a nice job with expense management, and we’re expecting expenses of about 3% growth from 2024 levels.

John Massocca, Senior Research Analyst, B. Riley Securities: And then maybe for those who are maybe less familiar with the senior housing space, what are some of the broader kind of macro dynamics you’re seeing? How does DHC kind of fit within that? How does it kind of benefit from some of those supply demand kind of dynamics that are in the space right now?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yes. I mean, think kind of more generally, there’s just a lot of tailwinds supporting the industry. The population continues to age and I think you’re looking at a 4% to 5% CAGR over the next five years, which will continue to benefit senior housing and other pockets of healthcare. There’s a scenario today where it’s just not affordable to build. And so you’re seeing a really kind of compressed delivery in the supply demand dynamic with less than 1% being delivered quarterly.

And really, I think that goes back to the philosophy that we’ve been deploying over the last couple of years where looking at pockets to reinvest within our communities to position those to be kind of the best in the market or to kind of capture as much share as we can, given that there’s no new supply coming in has really been a focus. And so I think sitting here today, we don’t expect that there’s going to be a material change impacting that trajectory, and we would continue to believe that there’s meaningful upside both on the MOB and the SHOP portfolio.

John Massocca, Senior Research Analyst, B. Riley Securities: As you see it, kind of how is replacement cost maybe evolved since COVID just given inflation, tariffs, etcetera? I mean, has that really been a major tailwind for kind of in place portfolios?

Chris Pilato, President and CEO, Diversified Healthcare Trust: It has been a tailwind. So I mean, when you think about just replacement costs growing 20% plus kind of more broadly speaking, and it’s going to depend by acuity just given the cost nuances that increase as you get to higher acuity. You’re not necessarily seeing any pullback. If anything, it may have leveled off in some cases, but there continues to be kind of a push pull dynamic with overall costs. And I think more specifically, while we had seen some really good historical growth in rate over the years, it’s moderated, still favorable.

You’re still seeing kind of the mid single digits year over year and maybe you can kind of push in some areas to see some outsized performance. But as rates continue to level off, costs continue to climb a little bit and then just being overinflated, it really makes it difficult to pencil doing new construction.

John Massocca, Senior Research Analyst, B. Riley Securities: Anything you’re seeing today from some of the changes in government policy that have recently announced or you would expect to see? I guess this point is probably too early to see them in your actual tenant base. But is there an expectation that, that could have an impact on anything within your portfolio or is this specific to some other healthcare REITs?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yeah, it’s a mix. I mean, I think when you look at policy, there’s dialogue around Medicaid and other benefits and how those are handled. And I think that does have a meaningful impact, but it’s more akin to hospitals or skilled nursing, which is a very small, less than 10% of our portfolio. So from that side, I don’t necessarily see any kind of meaningful impact. There’s certain conversations around where tariffs will land, what the impact is today versus where that might go.

Again, we would expect some movement with tariffs, but it represents such a small percentage. I think it’s sub 15% of our costs really kind of are impacted by tariffs. And so again, not a meaningful impact. But outside of that, when you think about certain initiatives with the administration or otherwise, look, it’s things we monitor regularly, but I think we’re somewhat insulated from, I guess, outsized impacts that might come with that.

John Massocca, Senior Research Analyst, B. Riley Securities: Switching gears, what are some of the factors driving performance within your MOB portfolio? And how do you think that portfolio would stand up or might be a choppier kind of macro environment, choppier tenant credit environment potentially?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yeah. So a couple of things. On the MOB portfolio, I think we would we have what we believe to be today an outsized amount of vacancy on a consolidated basis. We’re trending in the low 80s. And really a lot of that is a byproduct over the last, let’s call it, eighteen months.

We’ve seen some fallout in occupancy primarily in buildings that serve as back office to the portfolio. So as you think about or as we think about the construct of the MOB portfolio, you’ve got the physician type business. This is kind of the forward facing where you go in and see a practitioner, which is a very solid strong dynamic for the portfolio. And then you have the back office support, the administrative, which again is more consistent with what we would think is office. And so we’ve seen some impact there.

A lot of that for us, for the most part, are assets that we’re selling. And so I think as we get through the year, we’ll kind of see occupancy get back up through dispositions. We’re seeing good momentum on the leasing side with respect to the physician side of the business. And you’ve seen that kind of flow through in our Q1 results, pushing north of 100,000 square feet with rent mark to market rents of over 15%. So I think generally speaking, we feel good about the portfolio and where it’s going.

Again, I think for us, we have some work to do with on the disposition side. But nonetheless, we’ve been out in the market. We’re getting good activity around that portfolio. So it’s just really a function of timing.

John Massocca, Senior Research Analyst, B. Riley Securities: What’s the outlook for the life science portfolio given some of the broader headwinds in the biotech industry?

Chris Pilato, President and CEO, Diversified Healthcare Trust: So for the life science side, specifically for DHC, we’re selling some assets. Again, I think those are assets that might be vacancy challenge. There is opportunity for other uses, if not for life science. So I think that serves us more optionality. And then when you look at our life science portfolio, which represents about a third of our MOB life science segment, Really the balance of that portfolio is located in your top three markets.

And so we expect that there to be some staying power with respect to that. A lot of our tenants, they serve as the headquarters for those buildings. And then we have a Walt in that portfolio probably north of five years. And so I think for us while life science is under pressure today, I think we have some optionality with kind of how we play that out and we would expect to kind of retain that side of the portfolio status quo. You

John Massocca, Senior Research Analyst, B. Riley Securities: talked a little bit about it within some of the earlier questions, but what’s kind of the targets here on the disposition side? And I guess is there something unique worth highlighting about some of these dispositions versus kind of the portfolio as a whole?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Well, the target on the dispositions right now for the balance of the year is between $330,000,000 to $350,000,000 for kind of overall net proceeds. And I would say the profile is a mix between medical office and senior housing. We have a small tranche of triple net in there. The profile on the senior housing, these tend to be kind of smaller communities, those in more tertiary markets and where we’re just not in a position we feel like performance can be achieved through an operator transition or some other form of improvement. And so for us, it’s better served to exit those communities.

And on the MOB, it’s a mix. I think we’ve been successful in releasing some of those properties. And so we’re going get the benefit of value creation through monetizing on those sales. And then as I noted earlier, there’s a scenario where we do have some vacant properties where again, the highest and best use is probably more geared towards a local owner developer or some other group that’s not conducive to our business plan and exiting those properties makes the most

John Massocca, Senior Research Analyst, B. Riley Securities: And I guess, particularly on the SHOP side, I mean, you can maybe go through who the buyer is for these kind of low to maybe even negative NOI assets that are kind of in the disposition bucket and why it’s attractive for them to have this property versus if you’re not producing NOI off of it yourself?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yes. The primary buyer is kind of local regional operators, owner users. These aren’t necessarily groups that operate in kind of the RIDEA type structure managing properties. And so they get the benefit of kind of the lower overhead costs. They can come into a community that’s at call it 80% occupancy that’s negative EBITDA and turn that performance around on day one.

And so we’re certainly seeing interest on that front. And then I think outside of that, for some of the better performing communities that are in kind of markets we’re looking to reduce exposure in or just again transition to other strategies, that’s when you get into other groups around private equity, other partnerships with operators, etcetera.

John Massocca, Senior Research Analyst, B. Riley Securities: Longer term when do you think DHC might return to the acquisition market and to the extent you do what would you be looking to buy?

Chris Pilato, President and CEO, Diversified Healthcare Trust: I would say that you know it’s not going to be sooner than next year. And preface that because we have what we believe is a really good plan in place just with respect to the work we’re doing in 2025. And as we talked about, we’ve got some zero coupon bonds maturing in January that we’re focused on paying down through the form of dispositions and refinancing. We’ve seen significant improvement in our performance more specifically around Q1, which is at the top end of our guidance if you use that as a run rate. So we think there’s opportunity to kind of continue to evaluate that side of the business.

And I think just given some of the other levers as we think about rating agencies and other groups continuing to kind of pay more attention and kind of reevaluate the portfolio, we’re going to be sitting in a very different place standing here in January on a go forward basis about what the portfolio looks like, what our cost of capital looks like, where there’s opportunities around dividend, acquisition, etcetera. So I think there’s a lot to talk about in respect to that opportunity. But I think the key takeaway there is we’re going to have varying opportunities in support of different growth levers or ways to kind of return some of the capital to investors.

John Massocca, Senior Research Analyst, B. Riley Securities: Question from the audience here.

Unidentified speaker: Parameters for how much you got per unit for the things you sold. Any estimate of how much is left and how much would be available for the unsecured debt to cover outstanding? And you talked about 82%, eighty three % occupancy ratio. Is that a target so that you can get back to the unsecured market? Or you would need a considerably higher occupancy to get to the unsecured market?

Matt Brown, CFO, Diversified Healthcare Trust: I’ll try to cover all those questions. So yes, we did just we had some unsecured debt that was coming due later this month at a 9.75% interest rate and we accretively refinanced that with about $340,000,000 of secured debt all coming from our senior living business, weighted average interest rate of 6.55%, an average valuation of about $174,000 per unit, which is a great value for those assets and I think helps show the investor community the value of our SHOP assets that we’re not getting credit for today. As we from a leverage standpoint, which is a big factor in getting back to unsecured debt in the future, we had real improvement. We went from 11.2 times at the end of twenty twenty four down to 8.8 times at the March. And we put in our investor presentation that hit the market after close yesterday to get to 6.5 to 7.5 times leverage.

And we think we’ll do that through asset sales that we talked about through the balance of the year with somewhere around $350,000,000 of expected proceeds, continued improvement in our senior living portfolio, all being catalysts for the rating agencies to improve the ratings. S and P recently just removed the negative watch that they had and put the outlook to positive. So that was the first step of many we hope as it relates to rating agencies. But yes, we want to get back to the unsecured market. But in the meantime, we have $4,000,000,000 or so of unencumbered asset value that we can finance and that’s some of the opportunities we took advantage of earlier this year.

John Massocca, Senior Research Analyst, B. Riley Securities: Maybe with kind of refinancing in mind, what are you kind of looking at today in terms of the refinancing component of paying off the 2026 maturities?

Matt Brown, CFO, Diversified Healthcare Trust: Sure. So we took a big chunk of that off the table in Q1. We did about $300,000,000 of asset sales that encumbered that bond. So that maturity is down to about $640,000,000 today. We expect to use the majority of asset sale proceeds to continue chipping away at that.

If we use $350,000,000 on the $640,000,000 we have remaining that leave just under $300,000,000 left to finance. And we have a lot of good collateral in that zero coupon bond today where we could look to do other financings likely secured financing to take out the balance. But now that we’ve got the 25s behind us, our kind of our sole focus is addressing the 26s through that combination of asset sales and financings.

John Massocca, Senior Research Analyst, B. Riley Securities: And what type of collateral do you think would typically be used for that secured financing?

Matt Brown, CFO, Diversified Healthcare Trust: Most likely coming from our medical office and life science portfolio. Today, that bond is secured by 73 assets, 59 of them are medical office and life science. Our 10 wellness centers are part of the collateral and then four triple net lease senior living communities. So we have some good collateral in there and I would expect it come most likely from MOB, life science and maybe some of our wellness centers that are well leased.

John Massocca, Senior Research Analyst, B. Riley Securities: And kind of given the accretive nature of the recent refinancing where you utilized GSE debt, maybe why not use SHOP assets as collateral? Why not go the GSA route further paying off part of the 26s?

Matt Brown, CFO, Diversified Healthcare Trust: Look, it’s one of many possibilities for those that have been following along. The agency financing takes a long time. We started a process in 2024 that we just completed recently. And what we saw is while we executed with both of the agencies over an extended period of time, we also did a couple of financings with non agency. And the differential in rate was not really that meaningful at the end of the day.

And I think that just shows that there’s a lot of people willing to lend against senior living. So yes, we have a lot of shop on encumbered assets. It’s a possibility. And I think it puts us in a great position on refinancing overall.

John Massocca, Senior Research Analyst, B. Riley Securities: If anyone else on floor has questions, we’ve got about five minutes left. So, I

Unidentified speaker: have a question. You have some debt with very low coupons is trading at very, very big discounts. So can do some sales and or tender for bonds at a discount? Is that a possibility? Is that being contemplated within your refinancings?

Matt Brown, CFO, Diversified Healthcare Trust: I think it’s a possibility. But as we think about priorities with financings, obviously, priority one was addressing the 25s, check done. And now it’s turning the focus to the 26s and getting those behind us. And I think as we continue to execute, that discount is going to narrow. But it is something down the road that we’re always looking at.

John Massocca, Senior Research Analyst, B. Riley Securities: On the one other part of the story is being kind of CapEx. Obviously, there was a bit of a deferred CapEx cycle there. CapEx has kind of come down pretty notably versus prior years. Where do you kind of view the 150,000,000 to $170,000,000 of total CapEx that you’re assuming in guidance as versus kind of a run rate number? And what are kind of the unique features within that number?

Matt Brown, CFO, Diversified Healthcare Trust: Sure. So the 150,000,000 to 170,000,000 is our current estimate for 25,000,000 That includes about 105,000,000 to $120,000,000 in our SHOP segment and about $25 ish million of ROI capital embedded in that overall forecast. So in 2024, our total CapEx was 190,000,000 So we’re seeing a nice decline into $2,025,000,000 And we expect that to continue on a downward trajectory with an estimate of about $3,500 per unit of our SHOP portfolio. And on a pro form a basis after the dispositions that we’re working through, we’re looking to have about 22,000 units in that segment of our business. So that would put the maintenance CapEx at about the 75,000,000 to $80,000,000 run rate range.

John Massocca, Senior Research Analyst, B. Riley Securities: And what kind of returns are you looking at on the ROI CapEx? And maybe why? What’s kind of going into?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yes. I think just to expand on what Matt touched on, I think it’s also important to note that with that elevated CapEx spend over the last couple of years, we’ve largely completed kind of that capital profile for the portfolio. So as of Q1, where we completed just over 20 renovations, I think now as we sit here today, the sole focus becomes on typical maintenance CapEx and then ROI CapEx, which you’re touching on now. And as we think about ROI CapEx, we’ve got certain communities where we might have a floor that was primarily skilled nursing. We want to convert that to a different acuity level to complement the overall plan for the property or some other version of that with the portfolio.

And so as we look at that target, which is kind of a 20,000,000 to $30,000,000 for this year, perhaps that’s a reasonable run rate for future years. And then we’re looking at returns in the neighborhood of 15% stabilized yield on cost is really kind of what our target is for those.

John Massocca, Senior Research Analyst, B. Riley Securities: Anything else you think kind of within the industry that’s playing a role in the kind of long term operational dynamics for DHC? Maybe kind of what are some of the constraints you’re seeing on supply, new supply in the market? I mean how expensive has it gotten for competitors to kind of build new supply? And how kind of directly is that impacting where you’re seeing NOI at some of your properties?

Chris Pilato, President and CEO, Diversified Healthcare Trust: Yes. I mean, we touched on it a little bit earlier. I mean, I think it’s just I think the idea around new construction is just such a small kind of fraction as far as what we’re seeing for the comp set. And really, it’s kind of a race towards improving existing communities and performance within those communities. We’ve seen some real lift on rate over the last couple of years.

I think for our portfolio, we had some catch up to do more specifically because we were investing in those communities and the byproduct of that allowed us to push rate. And I think you see some of that come through in the Q1. We feel like there’s continued run rate into next year, etcetera. But I would say the overall market itself has seen rate kind of hit, I think somewhat of an impetus just because the overall cost structure for residents moving into the community is just kind of relative to other factors, there’s only so much you can push on rate to achieve that. So again, I think big picture, we feel pretty compelling.

There’s a compelling story around, again, continuing to drive performance within existing communities without necessarily the noise that will come from new supply just given the other dynamics we touched on.

John Massocca, Senior Research Analyst, B. Riley Securities: Okay. With that, unless we have any further questions from the floor, I think that will wrap things up. So thank you very much and thank you for the Thank you.

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