Diversified Healthcare Trust (DHC) 2024 Q4 法說會逐字稿

Good morning and welcome to The Diversified Healthcare Trust Fourth Quarter 2024 earnings conference call.

(Operator Instructions)

I would now like to turn the conference over to Matt Murphy, Manager of Investor Relations. Please go ahead.

Good morning. Joining me on today's call are Chris Bilotto, President and Chief Executive Officer, Matt 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 re-transmission 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 DHC'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.dhcre.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 Chris.

Thank you, Matt, and good morning everyone.

Thank you for joining our call.

Before I begin, I would like to welcome Anthony Paula as DHC'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 DHC. Welcome, Anthony.

I will begin by providing a high-level review of DHC'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 Matt will review our liquidity, financing activities, CapEx, and our 2025 guidance outlook.

After the market closed yesterday, DAC 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, DHC 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, DHC 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 marginal expansion of 250 basis points. These positive trends show a 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 were 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 St. 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 of over 400,000 square feet.

Of which over 117,000 square feet is new absorption. Our pipeline includes an average lease term of 7 year 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's 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 turn 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 marketed 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 shopped assets that we're 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 leasing a 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 cast position of $145 million proceeds from dispositions to date, and $77 million of unencumbered assets under agreement for sale, we are well positioned to address the 25 debt majorities.

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 how can we expect we'll position DHC to benefit from stronger liquidity and position the company for further NOI growth. Now I would like to turn the call over to Anthony.

Thank you, Chris, and good morning everyone. Normalized FFO for the fourth quarter was $5.3 million for $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 and remediation costs from the hurricane's 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 of 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 marginal expansion of 250 basis points year-over-year. Despite strong performance on the top line, we experienced certain non-recurring expense increases ely impacting results that totaled $4.4 million and includes a $1 million dollar 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, our consolidated fourth quarter shop in my margin would have been 140 basis points higher. For full year 2024, our shopping will have $106 million from the high end of our revised shop guidance.

Turning to GNA expense, the fourth quarter amount includes a $6.9 million reversal of business management incentive fee, as our total returns fell below the benchmark, resulting in no incentive fee incurred for 2024. Excluding this rehearsal, GNA expense would have been $5.7 million. Now I'll send the call over to Matt.

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 fluctuated changes in treasury rates, is approximately 6.5%, which 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 of 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 one 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've 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 and have 19 additional collateral properties under agreements to sell for $142 million including 18 triple net leased, senior living communities, leased of 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 EURO coupon bonds due in January 2026, highlighting our proactiveness in addressing this bond. After these repayments, we'll 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 lattered 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 million and $170 million on CapEx in 2025, with approximately $105 million to $120 million being invested in our senior living communities. As we've 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 million to $135 million in our shop segment, and $104 million to $112 million in our medical office and life Science segment.

From a modeling perspective, the muse that sold in January generated approximately $5million 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 $2.2million 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've 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 we'll 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 we'll 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.

We will now begin the question-and-answer session.

(Operator Instructions)

Our first question is from Justin Hosbeig with RBC Capital Markets. Please go ahead.

Hi, thanks. Can you provide some more color on why shop be your guidance this quarter and whether or not the insurance related costs didn't materialize in 4Q '24?

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 in our revised guide. It's provided in Q3 the insurance impact that we had estimated around $4.4 million so that came in right in line.

So overall we're 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 was towards the high end of our revised guidance that we have provided.

Okay, and then on the shop, I look for 2025. How confident are you guys in the existing operators to help drive the recovery?

I think we're very comfortable. I think, as we've talked about before, we've been making changes with operators, some in the form of transitions, 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've 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's really a joint effort to ensure we're kind of hitting our targets.

Okay, 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 kind of how are you guys thinking about extending that to 2027?

Sure, so first, we're 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've 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. That's going to leave us about $640 million and then we're 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 financing that we're going to be kicking off to put us in a great position to repay that prior to the January 26 which maturity.

Okay, the last one, the $340 million of term sheets for the secured financing. What's the rate on that?

So. Based off today's based off today's rates, we would expect it to have a weighted average rate of about 6.5%, and as a reminder, we're paying off 9.75% debt, so it's extremely accretive to us.

Okay, thank you.

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

Good morning.

So just on that last moment to kind of get just on that last comment to confirm the interest rate that is still not set right and that that can fluctuate based on where base rates move in the next, couple months or so.

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

And then I'm thinking about 2025 guidance, just given the impact the weather had on 4Q results. I mean, 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 kind of hurricane issues. Any given year?

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.

Okay, and then lastly, I mean, 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?

Yeah, I mean, the buyer's a mix, we're seeking, we're seeing operators, as as buyer candidates with certain sources of capital, and that could be through stuff, 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. It kind of runs the gamut. They're coming to the table with kind of their financing partner or sources as part of that process. And so, it really is a mix just given kind of the assets and locations we are selling.

And then last one for me on the balance sheet side, if you look at the portfolio today, are there opportunities for additional agency financing beyond what you kind of expect to close in the next 60 days?

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.

Okay, that's it for me.

Thank you very much.

Thank you.

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

Well, thank you for joining our call today, and that concludes our call.

Thank you.

The conference is now concluded.

Thank you for attending today's presentation. You may now disconnect.