Massocca, a Senior Research Analyst at B. Riley Securities and one of the analysts covering DHC. I'll be moderating the presentation and introducing the company. To my right, I have CEO and President, Chris Bilotto, and CFO, Matthew Brown. As a quick overview, DHC owns a $6.2 billion portfolio of 285 healthcare properties, including a senior housing operating portfolio with over 22,000 units and 5.6 million sq ft of medical outpatient and life science properties. Importantly, maybe for the people in this room, on a trailing 12-month basis, the stock has achieved a total return of over 165%. With that, I'll hand the floor over to Chris. All right. Thank you. Thanks, everybody, for joining us today. I think just to recap, in addition to what John mentioned with respect to kind of just what the portfolio is, for everyone's benefit, the last couple of years for DHC has been heavily weighted towards work around kind of improving the overall balance sheet and just basic fundamentals around the portfolio. We've done I think close to a billion and a half in capital markets activity through last year and year to date. Really focused on de-leveraging, cleaning up kind of the maturity ladder for the business, and putting ourself in a position to kind of focus on the real story for the company, which is just the embedded growth within our SHOP portfolio. By way of kind of NOI, close to 62% of the portfolio is SHOP driven. At least that's the projection for this year. I think kind of given where we are, more broadly speaking, we expect those fundamentals to kind of have an outsized position of growth for the organization on a go-forward basis. I think what differentiates us more specifically as an organization is we're a story about embedded growth within the portfolio. We haven't been acquisitive. Really just kind of given what we have and the levers we can pull, there's a lot of opportunity to grow occupancy and margin through the SHOP portfolio, in addition to kind of outsized levers through ROI capital with investment across the portfolio, and that's exactly what we expect to do for 2026 and as we go into 2027. Nonetheless, our next maturity on our balance sheet is 2028, so we have plenty of runway to kind of execute on our business plan. As John mentioned, I think we've seen kind of a favorable appreciation on the stock price and kind of the view with the narrative with where we sit today. Okay. I'm going to open it up for questions. If anyone has any questions at any time, please feel free to raise your hand. You can either talk through the mic, or I can kind of repeat it back so it's mentioned on the webcast. Maybe to kind of start things off as an overview, you briefly kind of mentioned it, but can you walk us through what the DHC portfolio looks like today versus 24- 36 months ago? How has the kind of portfolio evolved, and maybe what was kind of the catalyst behind that evolution? Yeah. As I mentioned, we did a lot of work around the balance sheet through different financings and asset sales. We've sold a lot of properties in 2025 and even going into 2026, which included both properties on the MOB and life science side, and I guess in addition to SHOP. That was really kind of a broader strategy of just going through a top to bottom analysis of the portfolio and trying to right-size kind of our properties and position them to be kind of on the trajectory of growth, which is exactly what we've done. As I think kind of more broadly speaking, the real growth catalyst is going to come again from the SHOP side of the business. I think by way of stats for everybody's benefit, we ended the quarter at 82% occupancy. If you look at kind of the NIC benchmark with respect to where our SHOP community should trend, it's close to 89%. Kind of one of those catalysts is bridging the gap of occupancy by 800 basis points, in addition to EBITDA growth and margin flow-through. Some of the changes we've made to support that is last year, we had one operator who managed the lion's share of our communities. That business was sold, and we reallocated that business to seven new operators, five new to our system, two existing relationships. On the heels of kind of having transitioned all those relationships to new operators, we're seeing a lot of benefits initially out of the gate, and that was actually completed on 12/31 of last year. In the first five months of this year, we've seen a lot of benefits from that initiative through just overall expense reductions, opportunities with kind of the sales programs, and different ways that we can kind of curate opportunities to drive revenue and occupancy across the portfolio. A lot of that, given some of that work that was done as of yesterday, we actually raised our guidance for the year, just kind of given some of the flow-through we're seeing from those new operators. Maybe can you touch a little bit on kind of the demographic trends that are getting you as excited about senior housing as it sounds like you are? What are we kind of seeing today, and maybe also what are we kind of seeing on the supply-demand dynamic side? Yeah, demographics, I think as we've all heard, remain very strong. It's been years in the making of the silver tsunami, and it's cast upon us, and I don't think there's any reason to believe that that's going to change. I think kind of generally speaking, there continues to be more of a tilt towards that being a catalyst for growth. Depending on what stat you look at, it's probably a 5% CAGR over the next 5+ years. I think from a demand standpoint, there's a lot of demand supporting that. I think the other way is we look at the business is with respect to the affordability for senior housing. Over the last 10+ years, you've seen a lot of wealth accumulated given home values and kind of overall opportunities to grow portfolios. That in itself has created another catalyst for seniors to be able to afford senior housing versus aging in place and other options for them. I think from a demand standpoint, there's a lot of fundamentals that support that growth, and that's not inconsistent with what we're seeing across our portfolio. From a supply standpoint, I think it's kind of more of the same as far as what we've been talking about and other prints out there. It's really expensive to build today. Certainly, as you've seen rates grow, in certain pockets, there are opportunities to develop. Nonetheless, I think the ability to construct new product just is pretty restrained, and it's going to be very market specific. I think sitting here today, we don't necessarily see that there's going to be kind of an outsized push for more supply hitting the market over the next couple of years. Okay. Maybe with that in mind, what limitations exist, do you think, over the long term in terms of SHOP occupancy and rate growth, especially given some of these positive economic and demographic trends? Yeah. On occupancy, I think barring any new supply, I think there's going to continue to be a push, just more broadly speaking, on the industry for occupancy. We'll be a direct beneficiary of that, in addition to other owners. I think rate in itself, we saw outsized growth in rate over the last couple of years, and it's moderated somewhat. Again, depending on the portfolio, that's going to dictate how much you can push rate. There does become an equilibrium, and I think the pace of rate growth will moderate over time, again, depending on the portfolios. I see that being one area where the outsized rate growth that we've seen will kind of normalize. What, if anything, is unique about your SHOP portfolio versus some of the other larger publicly traded peers? Yeah. As I mentioned in the intro, we're a story of embedded growth, right? I think if you look at a lot of the peers or other kind of larger companies, that growth comes through acquisitions. I think more specifically as you look at some of the catalysts, I referenced occupancy being a big catalyst for us. If you look at kind of where our margin profile is, we're at about mid-teens margins. When you benchmark to where we think we should be, it's probably the mid-20s. You've got an outsized opportunity to grow margin across the portfolio. I think it's important for everyone to kind of know some of the delay in kind of that growth is one, finding the right operators to kind of manage our communities. Which, again, as I referenced, we've allocated most of our communities and more than half our portfolio to new operators at the end of last year. We've been spending a material amount of capital across our portfolio to improve each of the communities, both from a deferred maintenance standpoint and from kind of an ROI, forward-facing experience initiative. Throughout that journey, which took kind of the first half of last year, there was a lot of impairment across the assets just given the level of construction. Now that we have that behind us alongside these new relationships and kind of a much cleaner narrative, this is where we expect to see kind of the real growth trajectory and closing the gap in some of those numbers. Okay. You've talked to the management transitions a little bit thus far. How have they gone versus your expectations? Maybe what are some of the NOI growing things that they've been able to bring to the table once they've come to run some of these communities? I think it's fair to say they've been going better than projected. We put out initial guidance earlier this year and raised the midpoint $10 million last night. That raise is largely on the heels of finding outsized benefits for managing our expenses in some of kind of the larger buckets, and that is largely due to these new operators. So the narrative that we've articulated around having kind of the densification with operators in given markets and where we see the real benefit of that happening is coming to fruition, and it's coming to fruition at a more rapid pace. Again, I would expect that we're going to continue to unlock more of that as time progresses. Currently we're five months into that endeavor, and we should have more to share on that front as the year progresses. Okay. Can you talk about potential investments around putting ROI additive CapEx into existing properties? Maybe kind of remind us what you have in the pipeline near-term, and what kind of maybe the long-term potential there is for additional projects. Yeah. For us, again, outside of just operational improvement and growth, one of the things we have in the portfolio is back in 2021, we kind of got out of the skilled nursing business. With that endeavor, it left us with kind of different pockets within our communities where we had wings that are vacant. We have give or take 25 vacant wings across the portfolio, and we've identified more than half those as opportunities to add new acuity to the portfolio. Right now we're working on a program where at about 16 of our communities, we're going to transition those closed skilled nursing wings into IL, AL, and memory care, depending on the portfolio. It's an endeavor at a cost of about $80 million, producing mid-teens returns. That'll be one catalyst for us to kind of get outsized ROI growth for the portfolio in addition to the embedded growth I referenced earlier. Okay. I guess maybe kind of how do you feel you can kind of optimize the portfolio around levels of care? I mean, how additive is that potentially, and kind of where do you see your portfolio on that front today? Yeah, from a levels of care, we're about 42% IL, same AL, and the balance is mostly memory care with some skilled nursing. I think we're seeing opportunities, different markets primarily around AL. I see a scenario where to the extent we can expand upon that through some of the initiatives just talked about, I think that would be the ideal preference. I think more broadly, the mix that we have today, we feel really good about. I think more generally speaking, as we add new levels of care across the portfolio, specifically with some of these initiatives, it's kind of a rising tide lifts all boats scenario where if you can add memory care into a community that offers IL and AL, you're providing a better continuum of care. I think the prospecting for new residents becomes much greater, just given the fact that they can kind of stay in the same community for a much longer period of time. Shifting gears a little bit, and you touched on it a tad in your prepared remarks, but can you remind the crowd where the DHC balance sheet was, say, 18 months ago versus today, and some of the actions you've taken to kind of put it in a more stable position? Sure. At the end of 2024, our leverage was about 11.2x. We had just over $3 billion of debt on the balance sheet. Some of that debt was quite expensive. We had $380 million of 9.75% unsecured bonds, which were coming due in June of 2025. We also had about $940 million of zero coupon bonds that were set to expire in January of 2026. In 2025, we did some accretive refinancings, about $340 million of financings on SHOP communities. All those had rates in the 6% area. That saved us about $15 million or so of annual interest expense because we used those proceeds to pay off that 9.75% debt. We also sold about $600 million of properties during 2025. We used those proceeds to continue paying down those zero coupon bonds. A lot of effort put into 2025 with refinancings and dispositions. At the end of Q1 of 2026, our leverage has improved from that 11.2 mark down to 7.8x, with additional upside in overall leverage throughout 2026, based largely on the SHOP NOI growth that we're projecting, and already starting to play out. Our total debt load has gone down to about $2.4 billion, so much more manageable load. No maturities until 2028, so we have a lot of runway, as Chris had noted, just to continue focusing on the operations of these communities. I think that number gets down closer to seven times as we get through the end of the year. That's right. You recently got a rating upgrade from Moody's. Do you see potential for more upward movement in your debt rating and ultimately a return to an investment-grade rating? What do you think the agencies maybe need to see from you to move your rating up further? Sure, yeah. We got a one-notch upgrade from Moody's back in April. They also put our outlook to positive, which provides an ability for them to go back to committee within the next 12 months. With S&P, we've had good dialogue with them, and we're hoping that we'll see some upward movement, with both the agencies. I think their focus areas right now are just continuing to see the SHOP NOI growth play out. As a result of that leverage coming down to around 7x by the end of this year. Continuing to just generate free cash flow, which we're expected to do in 2026. We have a strong liquidity position, about $270 million of liquidity when you take into the cash on the balance sheet, plus an undrawn $150 million revolving credit facility. I think it's just going to take time and continuing to see the results play out, and the leverage decline. Our overall goal is to get back to investment-grade rating, and I think we have to probably be 6.5x leverage at the high end. I think as we look into 2027, we'll probably be refining our overall leverage targets. They were 6.5x-7.5x. We should be inside that by the end of the year. We'll probably bring that down further as we look into 2027. Okay. If there are any questions from the audience, please feel free to raise your hand. I'm happy to keep going, but just want to pause maybe see if there's anyone. All right. How are you thinking about, given that cash balance, but kind of offset by maybe where you want leverage to go, how are you thinking about further acquisitions or investments today? Yeah, I think from the acquisition front, we're not necessarily focused on being acquisitive. I think for purposes of where we want to put our cash to work, it's going to be within the portfolio with some of the initiatives that I just referenced. I mean, look, I think the market, generally speaking, has gotten a little frothy. There's still pockets of opportunity that I think could be intriguing. I think for us, we're going to continue to work through the year on internal growth with what we have in our portfolio, along with some of these skilled nursing conversions, and then revisit that as we work ourself through the year. Even though you're maybe not in the market today, what would kind of be the ideal property if you were going to go out and buy something? I think for us specifically, we'd like to do something that has a little opportunity to grow occupancy or improve margins. Focus on something with some near-term growth in year one or two, versus buying something a little bit more stabilized at, I guess, a more aggressive cap rate. I think doing so, we have plenty of runway through the 14 or so operators that we have across the portfolio. There's a lot of expertise embedded there to execute on a plan. Then maybe the other side of the coin, particularly given where leverage is. How do you see near-term dispositions trending? Also, you sold 13 communities in 1Q 2026 that were negative NOI generators. Is there any opportunity to sell additional assets that are dragging on in-place results? We're going to always have a capital recycling program just to continue to refresh the portfolio, albeit at a much smaller pace than we saw over the last year and a half. I think for the most part, given the fact that we transitioned 115 communities at the end of last year, any communities that are, I think, lesser performers, we want to give the new operator an opportunity to turn around, and to the extent they can do that, great. If we feel like there's a scenario where that performance is impaired or there's an inability to do that, I think there's a scenario we would bring those to market. I think for this year, I wouldn't expect a material change in our disposition program. Okay. Switching gears again, away from the SHOP assets, what's your long-term outlook for non-senior housing properties, specifically your outpatient medical, your life science space assets, and maybe the triple net portion of the portfolio? Yeah. Our view is on the medical office specifically, and I think even more distilled down into the outpatient portfolio, which is the lion's share of what we have non-SHOP related. I think it's a sector we like. I think there's a lot of shared synergies with respect to a lot of the tailwinds and the demographic trends that we're seeing. I think on that front, there's no real term movement to want to transact outside of those, and they're all performing well. I think where we would spend some more time is we have a portfolio of life science assets that represents about 10% of NOI. I can see a scenario where we pare back on that portfolio. We're not trying to time the market. I think it's much more around if we're focused on leasing or renewals and then, in scenarios where we're able to achieve retaining that tenant, we'd bring it to market. I do see a larger push towards the outpatient medical, less life science, over the next couple of years. Would you look to acquire in the medical outpatient space? Do you think most of your investment in the medical outpatient space, or would most investment in the future be in senior housing still? Senior housing. With life science in mind, understanding it's maybe not as core to the overall strategy. What are you seeing in terms of leasing dynamics in this space? Has that changed at all in recent quarters? Just curious your thoughts there. It's a small portion of our portfolio. We don't have a lot of movement. I think more broadly speaking, leasing is heavily weighted towards a handful of core markets around the country. There's still an abundance of supply out there that needs to be absorbed, that's posed challenges and a deceleration in overall asking rents. I do think there's some pressures there. On the flip side, look, I think some of that's normalizing, more specifically across the industry. Maybe there's an opportunity to see some growth in the near term. For our portfolio, there's not a lot of movement. We just don't have a lot of vacancy. Again, it's a very small portion of what we own. Once again, if anyone has any questions, please feel free to raise your hands. Thinking with the other portion, small portion of the portfolio, you have some net lease senior housing assets in the portfolio. Is there opportunities to convert those to be more actively managed? What's your outlook for those assets today? Yeah. This is a scenario where we have long-term net leases. It's something we think about as part of the broader strategy, and we retain active dialogue with these lessees. Look, if we can, we will. I think there will be some outsized benefit as another catalyst to help drive NOI performance for the company, is converting these. I think the flip side is as long as we have that lease in place, it becomes much more of a scenario around what are the needs. If we can help solve the needs in a scenario to convert those, we will. The short answer is yes, we would like to consider that. Again, it's more of just working through the nuances of having a lease in place and finding common footing to be able to achieve that. Those are active conversations that we're having. In terms of where you sit today with regards to cash flow, with regards to cash on the balance sheet, paying effectively a de minimis dividend, how are you thinking about dividend policy going forward? Is that something that could be looked at near term, or do you want to see some of the SHOP NOI growth that you're looking for come to fruition first? Yeah, it's something that we're talking about a lot more regularly at the board level. As Chris talked about, we're just five months into this massive transformation in our senior living business. While we're pleased with what we've seen thus far and been able to increase SHOP NOI guidance by $10 million, we want to see the prints continue to play out, and not really rush into an increase of the dividend. I do think it's in the cards. It's more timing than, a when rather than if we will. Given you're an externally managed vehicle, are there any examples you can provide of alignment of interests between you and the manager? DHC and the manager, I should say. Yeah. From an alignment standpoint, I think that the manager more indirectly owns a pretty large portion of our shares, just under 10%. Certainly from that aspect, I think there's alignment, just given any appreciation of the stock value, there's a direct benefit there. I think more broadly speaking, the way that the contract is set up, the fees paid to the manager are based on appreciation and share price, including the asset management fee and then an incentive fee. I think we're all rowing in the same direction with respect to how the external manager is paid, based on performance. Okay. Last chance for anyone from the floor, if you have any questions. Okay, final one here. Oh, no. Yeah. Just to double down on the last point, it's absolutely no secret to anyone the externally managed dynamic creates a real discount versus others with similar portfolios. It'd be helpful to get your perspective on whether there's a world where this company is sold if that's not maintained on a broad basis. Sorry, I'm going to repeat the question. The question was: Given the externally managed nature of the company and the fact that that can tend to create a discount, is there a world where this could either be sold or some other way to address that discount? Yeah. The short answer is no. That's not a focus for us today. Look, I think that scenarios around the external manager is dialogue we've had. I think there's more recent events that show that externally managed companies, there's some kind of new entrants into the market. I don't know that we're sitting alone with respect to being externally advised, and more specifically in the senior housing space. I think our goal is to focus on performance and growth. I think everything that we've talked about and communicated over the last year are things that we've done and executed on. I would expect the same thing to continue as we move forward. Maybe finally, if you could stand here today, any misconceptions about maybe the DHC story that you would correct or things you would want to highlight that maybe you think the market either doesn't understand today about what you're trying to do? Not necessarily from what we're trying to do. I think the biggest piece is just, look, we're telling it at face value with respect to where the opportunities are, and we recognize where we've been lagging, specifically around the SHOP portfolio. We've spent the last couple of years really working towards just investing where we need to invest, culling the portfolio, and getting out of properties, whether they're SHOP or MOB, to resize the portfolio, pulling in and moderating our capital spend, with projections and a trajectory to further reduce that outlay. All the pieces we've put into place, and I think as we enter 2026, there's just been a material shift in the holistic pieces that make up the portfolio, making it for a much cleaner story in addition to just the improvement in the runway and the overall balance sheet. I think sitting here today, the narrative is much clearer, I think, as we spend time with the investor community, and I think that the story itself resonates well with respect to where overall demand is in the market. Maybe a continuation of that last question. If someone were to sit here and say, "Stock is up 165% over the last year, why am I buying something? Am I too late to the story, essentially?" Why would you say they're not too late to the story? I would say they're not too late to the story, one, because I think given where we see overall valuation for the portfolio, I would suggest that there's still a discount, an embedded discount to NAV. I think when you look at the upside embedded within the portfolio, whether it's occupancy or EBITDA, there's meaningful opportunity to grow that and narrow the gap. We're just now entering the fifth inning of the journey, and so I think it's a good opportunity for someone to participate in the balance of that outlook. Okay. Well, thank you very much. Thanks everyone for attending.
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