芬塔 (VTR) 2012 Q3 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the third-quarter 2012 Ventas earnings conference call. My name is Janeta and I will be your operator for today. At this time, all participants are in listen-only mode. Later we will conduct a question-and-answer session. (Operator Instructions). As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the conference over to Ms. Lori Wittman, Vice President Capital Markets. Please proceed.

Thank you very much. Good morning and welcome to the Ventas conference call to review the Company's announcement today regarding its results for the quarter ended September 30, 2012.

As we start, let me express that all projections and predictions and certain other statements to be made during this conference call may be considered forward-looking statements within the meaning of the federal securities laws. These projections, predictions, and statements are based on the management's current beliefs as well as on a number of assumptions concerning future events.

The forward-looking statements is subject as many risks, uncertainties, and contingencies. As stockholders and others should recognize that actual results may differ materially from the Company's expectations, whether expressed or implied. We refer you to the Company's reports filed with the Securities and Exchange Commission including the Company's annual report on Form 10-K for the year ended December 31, 2011 and the Company's other reports filed periodically with the SEC for a discussion of these forward-looking statements and other factors that could affect these forward-looking statements. Many of these factors are beyond the control of the Company and its management, the information being provided today is as of this date only and Ventas expressly disclaims any obligations to release publicly any updates or revisions to any forward-looking statements to reflect any changes in

Please note that the quantitative reconciliations between each non-GAAP financial measure contained in this presentation and its most directly comparable GAAP measure as well as the Company's supplemental disclosure schedule are available in the investor relations section of our website at www.Ventasreit.com.

I will now turn the call over to Debra A. Cafaro, Chairman and CEO of the Company.

Thanks, Lori, and good morning to all of our shareholders and other participants and welcome to Ventas's third-quarter 2012 earnings call.

Today I am pleased to hear an overview of our excellent results, investment activities, and outlook for the balance of the year. Ray Lewis will discuss our portfolio performance and Rick Schweinhart will review our financial results. We will be delighted to answer your questions following our remarks.

The Ventas business continues to thrive, demonstrating our ability to grow because of our high-performing diverse portfolio driven by demographic demand and our robust, disciplined investment activities. We are executing on our three pillars of excellence -- capital raising, capital allocation, and asset management, which are producing consistent superior results. Quarter after quarter, year after year we have put great numbers on the board with minimal volatility.

Ventas posted outstanding third-quarter results. Normalized FFO this quarter was $0.96 per share, up 9% from last year and total FFO grew 12%. Year-to-date cash flow from operations grew 60%. Our growth rate is especially impressive because this is the first quarter of year-over-year comparisons that include the NHP and Atria acquisitions in the prior period.

Internal and external growth drove our superior results. We enjoyed fantastic performance in our Sunrise and Atria assets, which grew NOI 10% and occupancy 300 basis points as well as robust, accretive investment activity.

Since the beginning of 2011, we have completed about $13 billion of acquisitions including $1.7 billion year-to-date. Our unlevered yield on these high-quality year-to-date acquisitions exceeds an outstanding 7.5%.

In addition, our average cash debt costs continue to improve. We issued $275 million in 10-year bonds at 3.25% and just yesterday closed the new $180 million five-year funded term loan with a current rate of under 1.5%. Since the second-quarter call, we've closed over $400 million of investments in mostly private pay assets including 36 high-quality medical office buildings or MOBs on campus or affiliated with AA-rated hospital systems.

With access to an outstanding combination of internal and external sources, we are well positioned to take advantage of opportunities in the highly fragmented and growing $1 trillion healthcare real estate market. Our acquisition pipeline is very active with potential deals emanating from Ventas, Lillibridge, and NHP legacy relationships as well as from new sellers eager to enter a market that can produce win-win outcomes for buyers and sellers.

We began our acquisition charge two years ago and the benefits of our strategy are clear today. Our focus is as it always has been on creating shareholder value. The strategy we articulated over a decade ago to become a leading player in our consolidating dynamic sector with a disciplined approach to building a diversified portfolio with a private pay focus is serving us and our shareholders well.

Ventas's need-based business continues to generate reliable demographic demand furthered by policy shifts to lower-cost settings. These benefits translate into property performance that is the most positive and least volatile of all real estate asset classes.

At quarter end, we maintained a fortressed balance sheet at 29% debt to enterprise value. We currently have $1.6 billion in available liquidity. Our strength and liquidity allow us to take advantage of opportunities and be a safe haven for investors in a disrupted market.

We are raising our full-year normalized FFO guidance to $3.76 to $3.78 per share representing 12% per share normalized year-over-year FFO growth if achieved. Excluding non-cash items in both periods, the growth rate would be 9% per share.

Finally, we view our dividend and dividend growth as an important component of delivering consistent superior total return to shareholders. Our annual dividend growth has been 10% over the past 10 years, market-leading performance. Our current dividend represents just 66% of our updated 2012 normalized FFO per share guidance and 70% excluding non-cash items. We have confidence in our team and our balanced business model.

Now I am happy to turn the call over to Ray to discuss this quarter's portfolio results.

Thank you, Debbie. Our diversified portfolio of 1428 properties turned in another quarter of excellent performance. We now derive 81% of our revenues and 70% of our NOI from private pay assets. Once again, our high-quality, higher growth seniors housing assets and our stable MOBs and triple net leases provided the winning combination of growth and defense that has been the centerpiece of our strategy.

In the quarter, our same-store cash NOI grew 3.5% versus the third quarter of last year and 4.4% normalizing for last year's reduced Sunrise management fee.

Starting first with our 212 property seniors housing operating portfolio, this segment contributes 26% of our NOI and is comprised of high-quality independent and assisted living communities in affluent markets around major metropolitan areas managed by Sunrise and Atria. Our seniors housing operating portfolio turned in an exceptionally strong performance in the third quarter with positive sequential and year-over-year increases in occupancy, NOI, and REVPOR.

The total seniors housing operating portfolio delivered $100.2 million of NOI after management fees in the third quarter and $118.3 million before management fees. Growth of 15.3% and 19.4% respectively versus the prior year.

NOI before management fees for the 194 property same-store portfolio increased 9.7% in the third quarter to $108.6 million compared to $99 million in the third quarter of 2011 and NOI after management fees was $92.3 million, up about 6.3% year over year.

Same-store units occupancy continued its upward trend, increasing 300 basis points year-over-year to 90.6%. Same-store sequential unit occupancy grew 140 basis points.

The occupancy gains in the lease-up portfolio have likewise been very strong. For example, the Atria managed Vistas at Longmont, which we acquired in March at approximately 82% occupancy is now 98% occupied. Atria of Hudson which reopened in April of last year, is now fully occupied and Atria of Glen Cove, which reopened in October of last year, is now 84% occupied. So we continue to add cash flow growth and value through our portfolio redevelopment plan and acquisition strategy with Atria.

Consistent with what we have said on our last call, expenses increased slightly this quarter and we expect this trend to continue into the fourth quarter and consistent with historical trends, we expect that occupancy will start to decline in the backend of the fourth quarter.

So our highly productive best in class seniors housing operating portfolio continues to perform extremely well and we have increased our NOI expectations for the full year to $383 million to $385 million from $375 million to $381 million.

Let me turn to the performance of our triple net lease portfolio, which is diversified across seniors housing, skilled nursing, and hospital assets, with over 70 quality tenants. These assets are generally in pooled multi-facility long-term master leases with credit and structural support. Cash flow coverage in our same-store triple net lease portfolio for the second quarter of 2012 was strong at 1.7 times and our Kindred coverage remained strong at 2 times.

In late July, CMS published its final increase in Medicare reimbursement rates for the 2013 fiscal year. Skilled nursing will receive a net increase of 1.8% and LTACs will go up by 1.7%. These increases took effect at the beginning of October 2012 but do not reflect the impact of sequestration should it occur.

Before leaving the triple net lease portfolio, let me touch on the releasing process on our Kindred skilled nursing facilities. As a reminder, there is a total of $126 million of rent -- of Kindred rent up for renewal in 2013 of which we have already replaced approximately $75 million. We have been marketing the remaining 54 properties for releasing since the mid second quarter of this year. The process is going very well and we are moving into the selection phase. Interest in the portfolio is strong and we have multiple bids to lease the assets from both existing and new relationships for Ventas.

We expect to complete the releasing in stages or clusters and that the total rent on the assets up for renewal should approximate the current rent level. We are excited about the opportunity this process provides Ventas to expand its tenant base and diversify its tenant relationships with multiple quality operators. We are confident that we will execute the releasing process to a successful outcome and look forward to providing you with more information through the end of this year.

Finally, I would like to discuss Ventas's MOB portfolio of 292 consolidated properties spanning 15.7 million square feet which accounts for 17% of our annualized NOI. These well occupied on-campus properties affiliated with highly rated health systems have core-like characteristics but provide above core returns.

Here are a few of the MOB segment highlights for the third quarter. Cash NOI in the 173 same-store consolidated MOBs that we owned in both the third quarter of 2011 and 2012 increased 4.7% year-over-year, driven primarily by increases in rate and expense controls offset by a slight decrease in occupancy.

Occupancy in our 279 stable MOBs was 91.6% in the third quarter. Also during the quarter, we delivered two MOBs totaling 302,000 square feet and over $80 million in total development costs. Both are 100% leased, one in Mission Hills California is silver lead eligible and affiliated with a AA-rated hospital system. The second developed by Cogdell, is on the campus of a leading hospital in Duluth, Minnesota. These developments provide great risk-adjusted returns of 7% to 7.5%.

So our medical office business is providing excellent performance and we are continuing to see good development in leasing activity.

With that, I'll turn the call over to Rick Schweinhart, who will discuss our financial results. Rick?

Thank you, Ray. The following significant events occurred in the third quarter. After August 1, we made $368 million of investments including acquiring 80% to 95% share in two medical office building JVs. These joint ventures were previously partially owned and included in investments in unconsolidated entities on the balance sheet and income from unconsolidated entities on the statement of income. They are fully consolidated beginning on the acquisition date.

On August 3, we issued $275 million of 10-year 3.25% senior notes. That same day we prepaid a $200 million 4% term loan maturing in September of 2013.

On July 2, we repaid at maturity $73 million of 8.25% senior notes which were fair valued when acquired at a GAAP effective rate of 1.6%.

On September 28, we repaid $153 million of 5.9% mortgage debt with a scheduled maturity of January 1, 2013, which was fair valued when acquired at a GAAP effective rate of 3.1%.

Please note that improved cash interest rates on refinanced debt don't always translate into FFO or net income pickups because the Atria and NHP debt was marked to market at GAAP rates averaging less than 4% versus almost 6% cash coupons. The positive benefits from refinancing higher cash coupon bonds and mortgage debt with more favorably priced debt has begun to show up in our cash flows.

Our revolver balance at quarter end was $705 million. Currently we have unrestricted cash of $63 million, $435 million outstanding on the revolver and approximately $1.6 billion of capacity available.

Now let me focus on third-quarter results, which for the first time contain both NHP and Atria in the prior comparison period.

Third-quarter 2012 normalized FFO was $0.96 per diluted share, an increase of 9% compared to the third quarter of 2011 per share results of $0.88. Normalized FFO increased 12% to $285 million compared to last year's third quarter of $255 million. We have detailed the non-cash items included in normalized FFO on page 18 of the supplemental.

Normalized FFO in the third quarter excludes the net benefit totaling $22 million from real estate activity, gain on extinguishment of debt, and non-cash income tax benefit offset by merger expenses related to expenses -- merger-related expenses and deal costs, mark-to-market adjustment for derivatives, and amortization of other intangibles.

Third-quarter normalized FFO increased from last year's third quarter due to NOI increases in all three of our segments, triple net, senior housing operating, and medical office, and our $1.7 billion year-to-date acquisitions, offset somewhat by higher G&A expenses, interest expense due to higher debt balances from our acquisition activity, and increases in the Sunrise management fee.

Income from loans and investments was $9 million this quarter, down $1 million from $10 million for last year's third quarter due to repayments in our loan portfolio.

On the expense side, consolidated interest expense increased to $75 million this quarter from $69.5 million last year reflecting the assumed debt due to the Cogdell and MOB JV acquisitions as well as all the debt activity in the last four quarters. Our average interest rate improved 60 basis points to 4.4% from 5.0% last year.

Looking at sequential results, normalized FFO increased $7.1 million to this quarter's $284.9 million primarily due to third-quarter acquisitions and third-quarter NOI increases in all three of our segments, partially offset by increases in interest due to acquisitions.

Since July, we have closed or collected about $87 million of the asset sale proceeds and our loan repayments we discussed on our second-quarter call. The weighted average cash yield on these dispositions and loans was 6.8% and the GAAP yield was 8.4%. We are forecasting an additional $56 million or so of disposition or loan receipts by the end of the year.

We continue to focus on maintaining a strong balance sheet and increasing cash flows from operations. Net cash provided by operating activities increased 60% to $709 million in the nine-month year-to-date in 2012 from $444 million in the first nine months of last year. Our weighted average share count for the same period increased less than 40%.

At September 30, our credit stats were outstanding with a net debt to pro forma EBITDA at 5.0 times, our fixed charge coverage ratio in excess of 4 times and debt to enterprise value of 29%. Weighted average shares outstanding in the quarter were 297 million shares, up 2% compared to the third quarter of last year and up compared to the second quarter this year reflecting the issuance of almost 6 million shares in June of 2012.

We are raising our 2012 normalized FFO per diluted share guidance to $3.76 to $3.78 from $3.70 to $3.74. This increase in guidance since we spoke last to you is primarily the result of stronger performance from our portfolio and additional acquisition accretion. The guidance does not include the impact of additional capital transactions or acquisitions.

Operator, if you would, please open the call to questions.

(Operator Instructions). Jeff Spector, Bank of America Merrill Lynch.

This is Jana for Jeff. I wanted to ask -- you had very strong impressive occupancy growth in the operating senior housing assets, but the triple net senior housing portfolio lost a little occupancy. I was curious if you could comment on the differences between the portfolios and why one is performing at a better level in terms of occupancy?

It's Ray. Remember that the triple net is reported on a quarter lag, so you're looking at the second-quarter statistics for the seniors housing portfolio. It's actually seasonally fairly common for the seniors housing to decline at the beginning of the second quarter and then start to build towards the end of the second quarter.

I think the other thing to note in there is that that performance is fairly consistent with declines that we saw in some of the public operators during the second quarter, so that sort of explains it.

And again, as we have emphasized, we have our senior housing operating portfolio, which is more than a quarter of our business and these are very, very strategically selected to be the best assets in the best markets. We have the benefit of that growth in the Ventas portfolio, so that's -- we are very happy to have that growth directly flow through to our shareholders.

Thank you. Bigger picture, do you think the senior housing business will change as you and your peers own more of the senior housing real estate out there? Would there be opportunities you think to take market share from some of the private owners?

Again, this market is a very good market. It's being driven by demographics. I think in general if you own really good assets and good markets and you operate them professionally, you will outperform the averages. That's really how we are thinking about our portfolio and our acquisition activity.

Thank you.

James Milam, Sandler O'Neill.

Good morning, guys. I was wondering if first off, can you just give us a little bit more color on the 36 MOBs that you acquired and maybe just tell us what the implied valuation for the portfolio is, the yield, and if there's any additional debt that you consolidate with that?

The transactions that we closed kind of since we spoke to you last, which included those assets, was on average about -- between kind of a 7 and 7.5 yield and so it was very attractive. They are 90% occupied, 100% affiliated or on-campus and there was some mortgage debt that we consolidated with that.

Can you I guess -- how much was the -- of the 420, how much of that was the MOB assets? And then can you give the dollar amount and yield on the debt and maybe also the square footage for the full 36?

Yes, I would tell you it was the lion's share of the acquisition activity and Rick will give you the amount of the assumed debt.

Assumes debt was about $116 million, $117 million.

And the rate on that?

I believe it was around 5-something, right at 5.

Okay, perfect. Thanks. Also can I ask -- on the senior housing portfolio obviously very strong performance this quarter and Jana touched on it a little bit. I am curious, the same-store cash flow growth obviously benefits from some occupancy increase but maybe could you talk a little bit more about what you're seeing in rate and what sort of a sustainable long-term growth rate is after the occupancy fills back up?

And then maybe, Ray, to the extent that it's specific, if you are seeing anything in the housing market that is benefiting that portfolio?

So on the rate side, if you look at our REVPOR in our same-store total portfolio, year-over-year rates were up about 2.1% and so I think we are starting to get closer to that sweet spot of the cycle where occupancies start to get into the mid to upper 90s where you can really start to push rate. Discounting will start to abate and we hope that we can continue to drive cash flow growth going forward through rate increases. Certainly that will be tied to the performance of the general economy and the housing market to a lesser extent.

Certainly as the housing market continues to improve, that's another benefit to our seniors housing operating portfolio at the margin. So I think we are at a pretty good point in the cycle with limited new supply, pretty strong occupancies and pretty good general underlying economic fundamentals.

So assuming we don't have any major blips in the general economy, is this kind of a three- to five-year window where you think you can get mid single-digit same-store growth or do you think it's longer than that?

I hesitate. My crystal ball doesn't go out that far, James, but I do like the near-term outlook for the industry. So I think next year looks pretty good, so again barring any changes in the general underlying economy.

I had to try. Last one, you guys did another five-year term loan in the quarter. Debbie and Rick, maybe could you just talk about how you are thinking about interest rates now and why -- I guess why not go more ten-year debt? Obviously you did some of that as well but what your thoughts are on the term loan market versus the un-secured market right now?

Sure. We are very focused on capital markets excellence. It's one of the things that we really spend a lot of time on. I would say that we want to have a foot in every capital market including the bank term loan market, which is very attractive right now. We have done both as you mentioned.

And so we are -- we have very kind of rigorous internal metrics in terms of how we manage our balance sheet and most of it will continue to be long-term fixed-rate debt, which is also very attractive at the 3.25% that we mentioned.

Great. Thank you very much.

Rich Anderson, BMO Capital Markets.

Thanks and good morning, everybody. So I would like to get back to the same-store results in the operating senior housing. I think this is semantics but is it fair do you think to include the unstablized assets in that 10% number? Because really the stabilized pool grew by about 4.3% if you look at slide 12 in your supplemental. And I'm curious if you have always included non-stabilized in your same-store calculation?

Well, we do it both ways and in the shop portfolio, I would say we do same-store stable and we do the whole portfolio. We bought the whole portfolio and so we have been looking to that high single-digit growth rate, which was our expectation. That is what we are getting and so you can look at it all different ways and all of them are valid.

Rich, if you looked at the same-store stabilized portfolio year-over-year on an EBITDAR basis, so if you were to take out the impact of the increase in the Sunrise management fee, you're looking at like 8% year-over-year increase. So it's important to remember that.

Okay, I guess I just -- the 10% is not -- certainly not going to be a number that you will be able to replicate over the long term. I just wondered maybe you should be highlighting the other number and --

Okay, good suggestion, so the shop was up 8% on the stabilized basis year-over-year. I think that's a good data point.

Shop being the acronym for seniors housing operating portfolio.

Beautiful, thanks. Ray, can I ask a question about -- you were talking about the Kindred process for 2013, $126 million of rents that had to be renewed -- were going to renew or expire in 2013. I remember the 64 assets being something like $77 million. Am I right about that and can you reconcile the $126 million to the $77 million for me?

Say that -- can you ask the question again?

Sorry, I am probably all over the place. There were 64 assets in total that you were going to have to market, right? Ten you took care of that you had created the LTAC master lease, 54 are remaining. The 64 in total were $77 million in rent. Isn't that correct? Not $126 million?

Yes.

Maybe I will take this off-line with you. I'm --

No, it's okay. My guess, honestly, is we have replaced somewhere between $75 million and $77 million. It could be the difference between an escalated number and an un-escalated number, something like that.

I'll take that question off-line. Maybe a little bit too much detail.

That's okay. No problem.

Maybe a little bit more bigger picture on the Kindred process. You said that's going well. To what degree do you think the elections or the fiscal cliff or whatever are having an effect on a hesitation on the part of potential replacement operators to take over some of those assets?

Rich, we are -- as we said, the process is going well. We've got a lot of interest. We are on schedule, so we are happy about the way things are going and I will tell you the operators are looking at the same thing that everybody else is looking at. They understand that sequestration is out there. They understand there is the election coming up and that depending upon which way that goes, there could be various impacts and they are underwriting that into their numbers. So we haven't seen any as we get closer to those events any changes in the appetite for the assets.

We did get the positive of a rate increase starting October 1 so that was good too.

Right, but it has been out there since the beginning of the process.

Right. At what point do you start getting a little nervous getting close to -- is it May 2013? Or April 30, is that right?

Yes, we are confident in the releasing process. We are way on schedule and we think we are, as Ray said, into the selection phase and we are pretty excited about the opportunities that this process is presenting for the Company.

Last question for me. If you deploy $1.6 billion of your current liquidity, most of it being the line balance or availability, where does that take you in terms of leverage from 29% to what? What are you comfortable with being at before you would have to go back to raise equity?

We typically -- the 29% obviously is a wonderful statistic and we're at about 5 times debt to EBITDA and over 4 times fixed charge coverage. So I think we have even as we do manage our balance sheet conservatively, but we have some significant acquisition capability without really any additional need for equity capital. Remember, we are also selling some assets. We're generating really significant excess cash flow in our portfolio over and above the dividend and so we have some significant capacity to do acquisitions.

So we should assume that that 29% number stays in that range for the foreseeable future despite what activity you might take on?

The way we look at it is we are at about the net debt to EBITDA numbers about 5 times and we said consistently that we stay plus or minus a turn on that. So given -- so that's where (multiple speakers)

That's perfect. Thank you very --

Sure, and EBITDA is let's call it a little under $1.5 billion.

Okay, perfect. Thanks very much for the color.

Ross Nussbaum, UBS.

Good morning, I am here with Derek Bower. If we think about acquisition and consolidation activity going forward and particularly for 2013, do you think it's reasonable to assume that we are going to see a bit of a calming down period after what has been nothing short of a feeding frenzy for the past 24 months? Or do you -- does Ventas personally remain sort of as open-eyed as it has for the last two years? How do you think about how your competitors are looking at it as well?

As you point out, we have -- we were kind of at the leading edge of this activity. We have closed $13 billion in the last -- since the beginning of 2011. What I would tell you is we are and continue to be a disciplined investor. Capital allocation is another important aspect of our activities and we have I think been -- proven ourselves to be good capital allocators. So we have lots of opportunities. The pie is large. It is a fragmented industry and we believe we can drive value for investors by continuing to acquire in a thoughtful way.

As I mentioned, the $1.7 billion that we have acquired year-to-date, we are getting about a 7.5% unlevered yield and they are very high-quality private pay assets. So if we can continue to do that whether it's from new business, whether it's from existing NHP, Ventas, Lillibridge relationships, I think that would create value for our investors, so as and when we can continue to do that, we will do so. So I hope that answers your question.

It does. I guess I would have a follow-up as well, which is I think it's no secret that you were the cover bid of the Sunrise transaction. How do you now feel about having a number of your owned assets effectively operated by one of your competitors? Does that cause you to think that maybe you should think about restructuring that relationship?

I didn't see any company [V] in there.

Well, you can choose not to answer the first part of the question. How about the second part of the question?

Look, we have as we have said, we have got great assets. They're performing extremely well. They are in great markets and we have excellent contracts that provide alignment and have protective -- significant protective rights in them. And so the situation at Sunrise continues to evolve and I think that's what -- we feel happy with our assets and the performance of those assets.

Can you elaborate on what you mean by those protective rights? Are you suggesting that the relationship as it has existed historically might be changing?

You know, all I am suggesting is that we do have great assets. They are in great markets. They're performing well and we have really good contracts that we worked hard on to create alignment and protection for Ventas in all circumstances and we feel good about that.

Okay, I'm trying to interpret that. There's a lot of legalese in that comment, but it doesn't sound like you want to tell us any more than what you've just said.

We are good. Let's keep talking.

Thank you.

Michael Carroll, RBC Capital Markets.

Ray, in your comments you said if sequestration should occur, what scenarios would you see that not occurring?

Well, obviously if something were to happen in a lame-duck session where there were to be some resolution outside of the sequestration process, you have heard the President himself say that's not going to happen, so --

They could push it off.

They could push it off. There's a number of different things that could play out. Now certainly the expectation and the underwriting that you go through right now is sequestration is what we have in place and what we are looking at, but that could change.

Okay, great. Then I believe Rick alluded to this, but how much of the $420 million of acquisitions closed in the third quarter versus what closed subsequent to quarter end?

Everything but about $70 million I think closed in the third.

Okay, great. Then last question, the 36 medical office building acquisition, was that a portfolio transaction?

It was.

Okay, great. Thank you.

Quentin Velleley, Citi.

It's Michael Bilerman. I just wanted to sort of follow-up a little bit on the acquisition side as well because I think in your opening comments, Debbie, you talked a little bit about things -- it appeared almost that things were slowing down a little bit. More judicious, being cognizant of sort of discipline on your capital in getting those returns. I didn't know if you were kind comment that things would be a little bit lower from an acquisition standpoint.

I think what we are trying to communicate is that we have always invested as we believed we could create value for shareholders. One of the things that I would say is that this market is drawing a lot of sellers to the market and we have this big portfolio of existing relationships. And so there continue to be really fairly plentiful investment opportunities, but I would also say we really have been disciplined investors. I think our year-to-date yields and quality of acquisitions speaks to that. And I can't project acquisitions. We never have. We take opportunities that we think will create good risk-adjusted returns for shareholders when they are available and -- but we are disciplined investors.

What's the sort of pipeline in -- I guess what I'd call the former NHP sort of regional platform? Where does that sort of stand on a quarterly basis and what sort of volumes are you seeing on that front?

Again, our deals are coming -- as we put this unified platform together, I think the opportunity for us is really to get -- use the tools available to us to really drive performance in the Company, and we are seeing good acquisition volume from the NHP legacy relationships and we also believe that a lot of our existing tenant base is interested in the Kindred releasing process as well, so we're getting lots of benefits from again Lillibridge, NHP, and our own historical business.

Are you seeing any opportunities on the debt side at all?

To be a lender or --? Is that what you're asking?

Correct, yes.

We are seeing some opportunities, yes.

How about across -- outside the US? Is that taking up any of your time at all?

We invested in Canada in 2007, as you know, and we have continued to look at opportunities outside the US and over time could see making some reasonably sized investments but nothing short term on the horizon.

Okay, thank you.

Daniel Bernstein, Stifel Nicolaus.

Good morning. I presume the acquisitions on the MOB side came out of Lillibridge JVs. Can you remind us of what rights of first refusal or offer you have on those? And maybe talk about the motivations of the sellers. Is it motivated by possibility of increased capital gains tax or is it something else that may be motivating the sellers there?

We had three pools of joint venture assets on the Lillibridge side and we have acquired two of those pools. So we have one remaining and I think like everything, investors hold assets and at various points in time they make decisions, whether they are a company, a pension fund, a private equity shop, or what have you, they make a decision at a certain point in time that they would like to recycle their capital. And so I think it's nothing more notable than that.

Okay, and you have rights of first refusal or offer on the other JV I assume?

We have -- in our joint venture deals, we do have rights of first refusal and that would be typical in joint ventures, yes.

Right, then are you -- just thinking in terms of priorities for acquisitions and property types, seniors housing cap rates have been compressing. Do you view that, the acquisition environment for seniors housing as being a little bit heated? Is the risk reward better now for, say, medical office or stilled nursing or some other asset class? How are you prioritizing what property types you are looking to buy?

Again, we have had a strategic plan to diversify our portfolio, create a balanced business model, and to be active in all the different sectors. We have differentiated our strategy over the past couple of years by really emphasizing the private pay assets and again as we allocate capital, if we are ahead of the curve, what we would see is our investors will make money if either cash flows go up or cap rates come down. That is how we create -- it is very simple -- that's how we create value for our shareholders.

And so we look at all the asset types. Our strategy has been clearly articulated and each deal really should make sense on its own and we should believe that it fits well into the whole and therefore create additional enterprise value. So that's how we assess transactions and we continue to look across the spectrum of healthcare and senior housing assets. But we have focused more on private pay.

Okay, you don't think senior housing cap rates have bottomed yet or there's still room for cap rates to move down there?

Again, I think every deal stands on itself -- on its own in terms of quality, in terms of what the structure of the transaction is and markets and so on.

Okay. On the dispositions, can you just describe kind of what you were selling and maybe what the yield on those assets were?

Right, I think we have talked about it. Rick mentioned that the GAAP yield was in the 8s on the sales and loan. Remember, its loan repayments as well and it was in the 6s on a cash, high 6s on a cash basis for the almost $90 million that we talked about since July 1.

Okay, just consistent with what you've said before.

Yes, it is totally consistent, yes.

Then one other question I had, just want to go back to Sunrise. Did you have any rights to go -- Sunrise management contracts, some of those are being reset. Do you have any rights to reset management contract fees upon change of control of Sunrise?

We have contracts that again give us good alignment and give us various protective rights under different circumstances.

Okay, all right. That'll be all for me. Thank you.

Omotayo Okusanya, Jefferies.

Good morning, everyone. Congrats on another great quarter, it's always good to see. A quick question on the MOB side. I get this whole idea of more procedures being done in outpatient settings but the recent trend of doctors now becoming employees of hospitals, physician groups also kind of breaking apart and those physicians joining hospitals, just wondering if you are starting to see that impact demand for MOB space in any way, shape, or form?

With respect to demand for the space, we are definitely seeing the trend, so there are a number of doctor's groups that are, as you say, being acquired by hospitals as they start to anticipate the accountable care organizations and the impacts of those. It changes on the healthcare industry.

The benefits of that obviously for us are that we get stronger alignment with the hospital and in certain circumstances perhaps better credit to the extent the hospital actually acquires the practice. So that is clearly a benefit.

In our -- the other thing for us is because our MOBs are predominately on campus, that tends to drive more demand for space in our buildings. So we would expect to see that translate into demand as that trend really starts to take hold but we are kind of in the early stages right now a little too early to sort of report a big impact from that.

Got it. Second question just in regards to dispositions. You did $87 million this quarter. You've added another $60 million to guidance for fourth quarter. Just kind of curious strategically what you're getting rid of and why you kind of made the decision that this is the right time to kind of cull the portfolio?

We projected about maybe 150 for the second half of the year in our second-quarter call and this is really consistent with that. It's really across asset types and we have very large, very diverse portfolio now. I think you will see us become a little bit more active capital recyclers.

Got it, okay. That's helpful, thank you.

Jeff Theiler, Greene Street Advisors.

Good morning. I have a question on skilled nursing. We've seen that trailing 12-month EBITDAR coverages kind of tick down across your portfolio and your peers as last year's Medicare cuts work through the system. Curious as to what you are hearing from your operators in kind of the second half of this year, if they've been able to adjust their operations in any way that we will see kind of a leveling out next quarter in this EBITDAR coverage statistic or do you think we kind of see the same pace of decline?

I think as you look at the coverages that we have reported in our portfolio at 1.8 times, I think it's consistent with what we had projected when the cuts were announced in October of last year and we said we would expect to see the rates decline by about 10 basis points every quarter as another quarter of the cuts were rolled into the trailing coverage statistics. That's pretty much how it's played out.

With respect to the operators that we are talking to and what they are seeing going forward, I think a lot of the operators have identified ways to mitigate the cuts and to adjust their operations to maintain profitability. So I think the operators are looking at the forward environment and saying this is an environment we can operate in and so that's sort of what we are hearing right now.

Okay, so kind of continued another 10 basis points of decline next quarter. At what point do you start getting concerned when you look at your leases on an after CapEx basis, maybe describing a little bit for the G&A of the operator? At what point do you start to get concerned about the health of those SNF leases?

As we look at our portfolio and underwrite management fees and CapEx, we are still very comfortable that the properties are profitable for the operators. So we are not at that point at all.

Okay, but there's no kind of -- I guess the other problem is that you have the dispersion of the portfolio, right? You have an average statistic that is reported. Can you give any color around the dispersion around that statistic? In other words, the bottom 10% of your leases are covering at 1.0 times or can you give any more clarification on that?

Well, we obviously have the Kindred leases, which are the biggest parts of the details in the supplemental and everything else doesn't have -- we don't have a wide dispersion.

Okay, thank you.

Philip Martin, Morningstar.

Good morning. Just when you thought you were off the hook. Can you characterize the turnover and even acuity of care make up across your senior community portfolio? For example, what is the difference if any in your senior living communities and smaller markets where household incomes may be a bit more average compared to larger metro markets where incoming demographics may be a bit stronger?

Yes, you know, that's a good question, as we have owned our senior housing operating portfolio for over a year now and obviously Sunrise back to 2007, we started providing more information on both a regional and an MSA basis in our supplemental. And I think what we found this quarter is that what we have found is that the larger markets have been outperforming and they came out really strong and continue to be strong. I think what we are seeing now and you can see it in the supplemental is that the smaller markets are actually doing quite well now. And you will see that all the regions are also doing well.

Obviously the industry data set that's put out by NIC also slices and dices the portfolio that way. So I think we are seeing the smaller MSAs start to catch up and the larger MSAs where we own most of our senior housing operating portfolio really has led the way with great growth last year and great growth again this year that's continuing.

Are you seeing any difference or a meaningful difference in turnover? Are you seeing an average length of stay differential in the larger markets versus smaller markets or a higher turnover rate larger versus smaller?

Philip, I guess anecdotally the answer to that is no. I think it's fairly consistent. I think the acuity level in general in the seniors housing industry is up. The average age at entry is up and I think that's consistent in smaller markets and in larger markets.

Okay, thank you.

Nick Yulico, Macquarie.

Thanks. Can you remind us on Atria and Sunrise where those portfolios were on an occupancy basis back at the peak? And where the rents today are in relation to the peak?

The Atria portfolio was acquired in parts and so that's a difficult answer I would say in general. And remember, occupancy statistics have changed over time to go from residency unit occupancy, so you have to be careful when you compare historic periods. But I think back in 1997 or so, resident occupancy was in the 93, 94 range and we are getting -- approaching that now I would say. That is if memory serves.

I think that's right.

Okay, so roughly still call it 300 basis points off peak occupancy, which sort of mirrors what's going on.

No, no, that's residents, not units.

That's what I was saying at the beginning. You have to be careful when you do your comparisons, so resident occupancy in the 2007-ish time period I think was in the 93, 94 range in Sunrise and I think the resident occupancy now is approaching that.

Okay, and as far as rents on these portfolios, they are up since 2007.

The rents have consistently risen year-over-year in the sunrise portfolio and we have had good rent growth even through the downturn.

Remember that the senior housing industry was the only real estate asset class that showed positive NOI through the downturn and that was because they were able to have some stable to even slightly growing rate growth with good expense controls and then some occupancy declines, so that's how it played out.

So on the occupancy site, Sunrise is kind of back to close to peak type occupancy levels or close to it and Atria is still -- still has some occupancy upside or is that also getting closer to the peak type occupancy levels that they enjoyed?

I would just say that again Sunrise and Atria have grown 10% year-over-year before management fees, 8% as Rich pointed out on the stabilized portfolio. And I think that they're still at the mid-90% unit occupancy level. And so I would suggest that industry trends continue to be positive. If you look at the NIC data, you would see that they are projecting continued positive absorption well into 2013 and so I would characterize what we think about the forward environment, which we still think is attractive, differently from what you said. We view the forward absorption and growth rates to be fairly positive.

I'm just trying to figure out where these portfolios are in relation to the peak because the industry overall is still running 300 basis points below peak occupancy, so it's just helpful to try and figure out where these portfolios are in relation to the industry and industry recovery cycle at this point.

Right, just be sure you are comparing apples to apples, but again if we are at mid-90% unit occupancy levels, I would say that we think there will be positive absorption going forward.

Okay, okay, helpful. And just one other question on Kindred. You talked about getting some multiple bids there moving into selection phase. You talked about rents being about -- should approximate sort of current rents likely. What about CapEx? Are operators requiring CapEx? Do you guys expect to have to spend anything on CapEx? Presumably these are some older facilities that might need some CapEx.

No, Nick, Kindred has invested a lot of money in these buildings over the years and maintained them very well. We're not really expecting any material CapEx requirements on the releasing.

Okay, great. Thanks, guys.

Todd Stender, Wells Fargo.

Thanks, guys, for staying on. I apologize if you already covered this. I hopped on late. I was hoping to just get some color as best you can share of how you and PMB are kind of looking at the world right now just in terms of your comfort level with new supply and how they are thinking about things as well?

Just as a reminder to everyone, one of the benefits to the NHP transaction was we got the exclusive development pipeline with PMB and we in fact opened one of the developments this quarter, as Ray pointed out, in California, fully leased. And that was an important benefit we got from the transaction.

I would turn it over to Ray to talk about the view of the world.

Right, and so supply remains very well in check in a medical office space. We are seeing interest from hospital systems and developing new properties. We target on campus developments and there are a handful of those things that we and PMB are working on, so I would say that the market is consistent. I wouldn't say it's awash in opportunity, but I wouldn't say it's devoid as well.

I would point out too that our Lillibridge business has a development business that is quite good and we are developing a few assets as well that we are excited about.

Any difference between the two, whether it's Lillibridge or PMB or you, at the top -- have a comfort with building on spec versus these MOBs have to be pre-leased.

We are very disciplined about that.

We require a minimum pre-leasing level in the buildings, so we don't build on spec and so there is no difference between the way that we view it or PMB would view it.

I think it's really the way -- this is demonstrated by the fact that the two that opened this quarter were 100% preleased and another one that we expect to come on maybe in January is 100% pre-leased, a AA hospital. So those you can get really good risk-adjusted returns because -- and you get new buildings in your portfolio, so that's how we look at the business again on a very disciplined way.

So we are going to have to wrap up the call. And I want to thank everyone and the operator and all of our participants. We sincerely appreciate your interest in Ventas and we look forward to seeing everyone in San Diego. I hope you all realize that we continue to pursue our goal of delivering consistent, superior total return to our shareholders and using all the tools we have at our disposal to do so.

Thanks again and we will see you soon.

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day.

Thank you.