Welltower Inc (WELL) 2021 Q3 法說會逐字稿

Ladies and gentlemen, thank you for standing by, and welcome to the Q3 2021 Welltower Inc. Earnings Conference Call. (Operator Instructions) I would now like to hand the conference over to Matt McQueen, General Counsel. Please go ahead.

Thank you, and good morning. As a reminder, certain statements made during this call may be deemed forward-looking statements in the meaning of the Private Securities Litigation Reform Act. Although Welltower believes any forward-looking statements are based on reasonable assumptions, the company can give no assurances that its projected results will be attained.

Factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the company's filings with the SEC. And with that, I'll hand the call over to Shank for his remarks.

Thank you, Matt, and good morning, everyone. I hope that all of you and your families are safe and healthy. I'll walk you through our high-level business trends and capital allocation priorities. John Burkart, our COO, will walk you through the detailed operating environment in SHO and MOBs.

Tim will walk you through the triple net businesses, earnings guidance and capitalization. This is John's first call as he's beginning to dig into the business. So please go easy on him. Despite mediocre bottom line results, we cannot be happier with the overall results of the quarter. Just 6 months ago, many industry participants and observers were cautioning if the COVID pandemic would result in apartment impairment of demand for senior housing.

And even most people who believe that the demand would come back were worried that with every surge of the virus, the business will take a significant step back. As it has been our experience that these surges drive revenue down, cost up, resulting in a significant hit to the bottom line. For the first time since the beginning of pandemic, we bought this trend, and despite witnessing a significant surge of the Delta variant after we spoke 3 months ago, we still posted the strongest sequential revenue growth in the company's history.

Occupancy went up 210 basis points in the quarter relative to our guidance of 190 basis points pre delta, and rate growth accelerated, resulting in a 3.5% sequential increase in top line revenue across our same-store SHOP shop portfolio.

Importantly, year-over-year revenue growth inflected positively in the U.S. and U.K. portfolio for the first time since the beginning of pandemic. This trend accelerated into September when we observed a year-over-year revenue increase for the SHO portfolio led by U.S. and U.K., which reported a year-over-year revenue growth over 2%.

This is particularly impressive in context of a massive delta surge. Let's reflect on why that might be the case. With nearly all residents vaccinated and staff vaccination rates approaching 90%, which is substantially higher than general population, prospective residents and their families recognized that our communities are much safer environment than alternative settings.

You can see that in our data. In the U.S., despite a tenfold increase in the daily case counts across U.S. in July and August, the number of cases within our SHO portfolio was just 10% of peak levels observed during the prior COVID surges. A similar trend was experienced across our Canadian and U.K. portfolios for -- over the same time.

This helped us build significant top line momentum in our business as we received the dual benefit of occupancy and rate growth, which we believe will continue into next year. In fact, I believe this trend will meaningfully accelerate into next year as we feel significant momentum in the rate environment. Despite this great top line performance, our bottom line performance was mediocre and impacted by a perfect storm across the expense stack. We had a confluence of extraordinary costs, including agency labor as COVID surged, heightened R&M, insurance costs, utility costs and other sundry costs all hitting at the same time.

There was also an extra day in the quarter, which resulted in a mismatch of revenue and expenses as the majority of our operators charge rent on a monthly basis. Additionally, we saw a meaningful rise in paid time off as many employees took advantage of the easing travel restriction during the summer.

The rise of COVID also resulted additional call-offs from our team members at the last minute, which drove a significant spike in the use of agency lever, which cost 2x to 3x. This situation was further complicated by the vaccination mandate, which the system is currently working through. The only good news on the expense overall is that we began to see this situation normalize in October. While it is too early to comment on exactly how long it will take for this situation to fully normalize, we need to unpack what logically will stay with us in the medium to long term and what will dissipate.

In our opinion, base wage increases are sticky and they will likely to be here as unit cost of labor. We firmly believe Welltower's operating partners will be able to overcome this hurdle through rent increases as they offer a premium product within a premium micro market.

The alternative of one-on-one care just got significantly more expensive. We are beginning to see the green shoots emerge as operating partners have been -- have seen expansion of labor pool with supplemental unemployment benefits rolling off and children having gone back to school.

John will provide more details on this topic, but we believe the usage of agency lever will dissipate going forward. Our guidance for Q4 will suggest that we do not expect this situation to completely reverse, primarily because of 3 factors: One, we have a mismatch of revenue growth and expense growth as a significant portion of our annual increases happen on Jan 1. Two, after you hire people, it takes an extended period of time to go through preemployment and training process before new employees can hit the floor. And three, Delta wave, which peaked in late September is still with us even in November.

However, none of this has changed my view that Welltower stabilized shop margin post COVID will be higher than that of pre-Covid margins. Even on a near-term basis, I do not believe the earnings power of this portfolio's 2022 exit run rate or 2023 run that has changed. I want to repeat that one more time.

Even on a near-term basis, I don't believe the earnings power of this portfolio's 2022 exit run rate or 2023 run rate has changed. The base operators will rise from this difficult time stronger with significant higher market share, while many others will find this business too hard to figure out.

We are engaged in, frankly, starkly different conversation with the management team of operators in this industry more broadly. While everyone is fatigued from the events of the past 18 months, many of our partners are working with John to rethink how technology, operational excellence, revenue optimization and data analytics can fundamentally change this business. Think of some very basic question. Unit labor is going up, but how many units do we need? Price needs to go up, but how do you differentiate price on units with view of Central Park versus a brick wall. Many operators within the industry are hoping things will get better on their own. Unfortunately, hope is not a great strategy. Our intense operational focus translates directly into our capital allocation strategy. Let me restate what that is. We want to own the right assets in the right micro market with the right operator focused on right acuity and price point, and we want to own that asset at the right basis, either we'll buy at a discount or replacement cost or we'll build at an extremely targeted way at replacement cost.

While bidding tents are pretty thin primarily with a few first time or relatively new capital, we remain extraordinarily active in off-market, privately negotiated transactions where we bring unmatched, unmet certainty to close with operator and cash capital.

As most of the situation are debt maturity driven, nothing is more important to the seller than the certainty of close with a firm handshake. And as you know, our reputation is we don't negotiate and we don't reiterate after we have a firm handshake. This approach has resulted in one of the most active quarter in the history of our company.

We closed $2 billion of investments at a significant discount to replacement cost with expected IRRs in the high single-digits to low double-digits. We continued our momentum subsequent to the end of third quarter with another $1.3 billion transaction that we have signed purchase and sale agreement and that we have described in our press release.

While they are all very important transaction, let me highlight 3 different flavors of the deal. We are excited about a $580 million transaction to buy 8 rental and 6 entrance fee communities in great micro markets. We would recall that we bought a handful of Sunrise CCRCs from SNH in 2018.

This transaction is very similar in asset quality and location standpoint, but at a materially better price. And the previous owner has spent significant amount of capital, over $50 million in the last 5 years. We should be able to achieve a high single-digit, unlevered IRR as our operating partner, Watermark leases up the communities.

However, we think we can push this return into double-digit unlevered IRR category as we execute a higher and better use strategy similar to what we have -- where we're embarking on our 85 Atria portfolio -- 85 property Atria portfolio.

For example, there is an extraordinary piece of land in a highly desirable residential corridor, Bellevue, Washington, that is entitled for high-density residential as of right. We can build a great vertical campus of senior or wellness living there or sell it to a multifamily developer.

For many of these communities, their excess land, while we intend to build additional cottage style units which are already sold out in this location and get the flavor. In a separate transaction, we bought 5 Class A senior housing communities in Southeastern and Mid-Atlantic region with an extraordinary partner -- with a extraordinary operator and development group for $172 million.

The average age of these communities is 3 years, and we expect to generate a high single-digit unlevered IRR. We also negotiated a long-term exclusive development contract with this team. I cannot wait to disclose the details of this group and our growth plan with them on our next call. But here's the teaser. This team has executed flawlessly, even during this challenging Q3 without any agency labor.

That gives you a sense of their operating prowess. In a similar vein to new buildings, we bought 3 brand-new communities in the Midwest from a multifamily developer with new perspective, our existing operator.

On average, these buildings are 2 years old. We feel our future pipeline is robust as we are on a 2-year line with several other granular transactions. We are also building significant momentum around redevelopment and real estate value add as John Burkart has executed a strategy at Essex for over 2 decades.

My team historically has focused on operator-oriented value-add as we frankly didn't have the right experience. After somewhat underwhelming experience from our vintage transaction many years ago, now with John and Mike Fey, our Global Head of Development in one team, redevelopment and real estate value-add will be another avenue for growth going forward. Stay tuned for more.

On the relationship side, I cannot be more pleased to announce that we started 2 new development projects with Cisco, the second phase of Cardinal and Carnegie. Cisco is one of our best operators in our portfolio, occupancy incredibly bouncing already back to high 90s. I cannot be more proud to be partnering with [Andy Colberg] and his team to find a few more A++ micro markets where a cardinal model will be fantastically successful.

We signed a long-term exclusive development contract with Cisco and look forward to grow this partnership over the next decade. From the success of this wonderful new addition to the exclusive pipeline agreements quarter-after-quarter, I hope that you, as our investors, now share the same belief that we truly have built a deep and wide moat around the real estate business through predictive analytics platform that is unique and unprecedented in the real estate industry. With that, I'll pass it on to John for a deep dive in operational trends. John?

Thank you, Shank. My comments today will focus on the performance of our outpatient medical and seniors housing operating portfolio. Starting with our outpatient medical. During the third quarter, our outpatient medical segment delivered 3.1% same-store revenue growth over the prior year's quarter leading to same-store NOI growth of 3.4%.

The increases were driven by increased property level expense recovery and a reduction in bad debt. Occupancy in our same-store portfolio ended the quarter at 94.7%, a 30 basis point reduction from the prior year's quarter.

We continue to see record retention rates with the third quarter exceeding 90%. And with increasing construction costs and rising market rates, we will continue to push renewal rates and accept a reasonable level of increased turnover and related frictional vacancy as we strive to optimize top and bottom line performance and maximize the value of the portfolio.

Now turning to our senior housing operating portfolio. I'm pleased to report that year-over-year revenue growth in our SHO portfolio turned positive in September, marking the first monthly increase since the onset of COVID-19. The strong demand-based recovery in seniors housing was led by our U.S. portfolio, which year-over-year revenue turned positive in August and our U.K. portfolio, which turned positive in September.

The occupancy recovery, an improvement in REVPOR, which began in Q1, reflect the need-based nature of senior housing and a recognition that these communities are active, safe and social, 3 key elements to quality senior living. The U.S. continues to lead the recovery, growing occupancy 600 basis points from the trough in mid-March through September 30, followed by the U.K. at 540 basis points.

Our Canadian portfolio remains behind the U.S. and U.K. in the recovery, but posted an occupancy gain of 70 basis points in the third quarter compared to a decline in Q2. While the Delta variant has impacted staffing and related costs, it has clearly not slowed the demand-driven recovery in occupancy and our operators' ability to drive rate growth. Year-over-year same-store NOI for the SHO portfolio decreased 14.9% as compared to Q3 2020, driven by a 200 basis point decrease in average occupancy and increased expenses, in part due to the Delta spike and related impact on staffing.

While still down versus last year, same-store NOI has improved markedly from the decline of 44% in the first quarter, a trend which should continue going forward. The increased labor costs during the quarter were driven by a host of macro factors, which led to temporary labor shortages affecting virtually all industries.

The result was increased compensation in the form of wages, overtime bonuses and the use of agency labor as our operators have been squarely focused on both meeting the increased demand for their active, safe and social communities and a refusal to compromise on the quality of care. The use of agency labor, which can be 2x to 3x more expensive than permanent employees was particularly impactful during the quarter as employees who had COVID, were exposed to COVID or even had a cold, had to call in sick, leaving agency staffing as the only option.

As Shank alluded to, these extraordinary labor expenses are starting to abate, although I expect we will still see some continued pressure for several months. I'm hearing green shoots as our operators are making comments such as the peak labor challenge has passed, or we've seen a substantial pickup in applications, our new hires outnumber the employees leaving 2.5:1.

And even we are currently fully staffed at almost all of our communities. Going forward, obviously, I don't know how COVID will impact the economy, but we do know that the operators are increasing their rates substantially to cover the increased labor costs. Similar to the multifamily business, there can be timing issues or delay between expenses hitting the bottom line when the revenue flows through to the bottom line.

We are seeing that right now with elevated maintenance expense, which in part relates to preparing units for occupancy due to increasing demand. Additionally, rental rates and care service reimbursements are typically adjusted annually and require 60 to 90 days notice similar to multifamily. Therefore, we continue to move forward -- therefore, as we continue to move forward in this demand-driven recovery, we expect to see the impact from these rate increases in 2022.

Additionally, despite similar occupancy improvement across all states, which withdrew early from the -- additionally, despite a similar occupancy improvement across all states, we've seen a divergence in the impact of agency expense between states, which we grew early from the federal unemployment programs versus those which maintain supplemental benefits through the early September.

More specifically, states opting out of these programs early saw roughly 2/3 of the incremental sequential increase in agency expense as compared to those states which maintained supplemental benefits. Finally, during the last 90 days, I've been fully immersed in the various aspects of Welltower's senior housing business, including volunteering at sites, meeting with the leadership of various operators and, of course, touring numerous properties. My experience has been consistent with my expectations, and that has found that the operators deliver a very high level of care to our residents and provide a top quality living experience.

While the focus on care has been and continues to be very high, I believe that similar to the multifamily industry 20 to 30 years ago, there was an opportunity to modernize our senior housing business and improve the effectiveness and efficiency of the operations. These efforts will further improve the resident experience, employee engagement and the financial performance of these communities, including the potential for significant margin expansion.

Without giving away my entire playbook, renovating and reamenitizing certain communities, implementing revenue management across the portfolio and engaging in a digital transformation are just a few examples of what I'm thinking about. Being at the beginning of this coming demographic demand wave and see an array of growth and optimization opportunities across all our businesses make this a very exciting time to be at Welltower. Now I'll turn the call over to Tim.

Thank you, John. My comments today will focus on our third quarter 2021 results. The performance of our triple-net investment segments in the quarter, our capital activity and finally, a balance sheet and liquidity update in addition to our outlook for the fourth quarter. Welltower reported net income attributable to common stockholders of $0.42 per diluted share and normalized funds from operations of $0.80 per diluted share, versus guidance of $0.78 to $0.83 per share.

Turning to our triple-net lease portfolios. As a reminder, our triple-net lease portfolio coverage and occupancy stats are reported a quarter in arrears. So these statistics reflect the trailing 12 months ending 6/30/2021. Importantly, our collection rate remained high in the third quarter. having collected 92% of triple-net contractual rent during the period across our senior housing triple-net and long-term post-acute portfolios. In our senior housing triple-net portfolio, same-store NOI declined 80 basis points year-over-year as a negative year-over-year impact of leases moving to cash recognition began to dissipate.

We expect same-store NOI growth to turn positive next quarter. Trailing 12-month EBITDAR coverage was 0.83x. Looking forward, we expect coverages to bottom next quarter near current coverage levels before starting the recovery in Q1. Over the first 7 months of the recovery, we've observed occupancy and EBITDAR trends within our senior housing triple-net portfolio that are in line with our U.S. and U.K. operating portfolios. As these recovery trends have strengthened, the solvency risk for our operators has decreased in tandem.

And our continued strong cash rent collection, along with the value of the collateral that sits behind many of our lease agreements, continues to provide us confidence that Welltower's real estate position remains strong. Next, our long-term post-acute portfolio generated negative 1% year-over-year same-store growth and trailing 12-month EBITDAR coverage of 1.25x.

In the quarter, we transitioned 11 more Genesis assets to new operators, bringing total year-to-date Genesis transitions to 48 properties. We also completed the disposition of 21 of these transition assets, bringing total year-to-date dispositions to 30 former Genesis assets, including our 9 PowerBack assets sold in the ProMedica joint venture in the second quarter, with another 14 scheduled for disposition in the coming months.

Long-term post-acute in-place NOI concentration is now 5.4% of total portfolio in-place NOI. And lastly, health systems, which is comprised of our ProMedica Senior Care joint venture with the ProMedica Health system. We had same-store NOI growth of positive 2.8% year-over-year and trailing 12-month EBITDAR coverage was 0.24x.

The drop in sequential coverage was driven largely by the timing of HHS stimulus as the majority of HHS revenue received by ProMedica was received in 2Q '20, and this was not repeated in 2Q '21. Ex HHS funds 2Q '21 EBITDAR was up relative to 2Q '20 as revenues grew both on a year-over-year and sequential basis.

Our June trailing 12-month coverage also includes results of the previously announced sale of 25 assets held by the joint venture, 21 of which have already been sold to date, with the remaining 4, expected to be completed in the coming months. These assets have contributed more than $30 million in negative EBITDAR for the trailing 12 months period ending 6/30/2021.

And thus, their disposal alone will create considerable coverage accretion on a go-forward basis. I'd also like to remind everyone that our lease is fully backed by a senior claim and the substantial real estate value held in the joint venture and also the full corporate guarantee of the ProMedica Health system.

Turning to capital market activity. We continue to enhance our balance sheet strength and position the company to efficiently capitalize a robust and highly visible pipeline of capital deployment opportunities by utilizing our ATM program to fund those near-term transactions.

Since the beginning of the third quarter, we have sold 11.5 million shares via forward sale agreement, an initial weighted average price of approximately $84.36 per share for expected gross proceeds of $966 million. Since the beginning of the year, we have sold a total of 29.5 million shares of common stock via forward sale agreements, which are expected to generate total proceeds of $2.4 billion, of which 12.7 million shares were settled during the third quarter resulting in $1 billion of gross proceeds.

As the end of the quarter, we had approximately 11.8 million shares remaining unsettled, which are expected to generate future proceeds of $1 billion. Rent in the second quarter at 6.97x net debt to annualized adjusted EBITDA, up slightly from an HHS adjusted 6.88x at the end of the last quarter. The uptick in leverage was a product of $1.7 billion of net investment activity completed in the quarter.

If we run rate the impact of the investment activity completed in the quarter, pro forma net debt to EBITDA decreased to 6.82x. As a reminder, we ended the quarter with approximately $1 billion on sale equity raised on a forward basis, along with $309 million expected disposition proceeds and loan payoffs.

Our efforts to strengthen our balance sheet and improve our liquidity profile, coupled with the recovery underway in our senior housing sector, have been recognized by S&P and Moody's, with both rating agencies recently rating our credit outlook to stable. The upgrades validate the prudent measures Welltower has taken to mitigate risk through the pandemic and to appropriately capitalize our recent investment activity.

On a forward-looking basis, as both Shank and John have noted, we continue to be pleased with the momentum of the recovery of the senior housing operating portfolio. With portfolio occupancy ending the quarter at 76.7%, 210 basis points higher than at the end of the prior quarter, but still over 1,000 basis points below pre-Covid levels, the portfolio also sits 1,400 basis points below peak occupancy levels achieved prior to last decade supply wave. Setting the stage for a powerful EBITDA recovery as occupancy upside and strong rate growth is coupled with significant margin expansion of a very depressed base.

Lastly, moving to our fourth quarter outlook. Last night, we provided an outlook for the fourth quarter of net income attributable to common stockholders per diluted share of $0.20 to $0.25 and normalized FFO per diluted share of $0.78 to $0.83 per share.

This guidance does not take into consideration any further HHS or similar government programs in the U.K. and Canada. So when comparing it sequentially to our third quarter normalized FFO per share, it would be better to use an as-adjusted $0.79 per share for 3Q, which excludes $5 million in out-of-period Canadian benefits that we received in the quarter.

On this comparison, the midpoint of our fourth quarter guidance, $0.85 represents a $0.015 sequential increase from 3Q. This $0.015 increase is composed of $0.035 of accretion from strong investment activity in the third quarter and a sequential increase in senior housing operating portfolio NOI driven by an expected 140 basis point increase in sequential average occupancy, offset by $0.02 of dilution from increased sequential G&A and increased share count from share settled in the third quarter. And with that, I'll hand the call back over to Shank.

Thank you, Tim. I want to make 3 quick points before Q&A. First, despite our historic amount of capital deployment over the last few months, I'm very optimistic about the momentum into the year-end and next year. A recent prominent trend that we are starting to see that deals are bouncing back to us as buyers, from buyers who need property level financing as debt market has become very skittish after recent disruption from Delta and labor challenges. We are working on 3 such transactions right now.

Second, with the significant rise of labor and other costs, operators are left with 2 choices if they were to survive as a business, either to cut services or corners or to increase prices. We believe families understand from looking at prices of virtually all goods and services from fast food to apartment rents that there is an unprecedented upward pressure in cost.

After speaking with vast majority of our operators, I can assure you that Welltower's operating partners do not plan to diminish the level of services and care provided to our residents. So for the industry in general, recent increase in expense, it would be difficult to continue to provide quality services without an appropriate balance in revenue.

As such, rent levels will need to be increased. The industry should not cut corners and should never lose focus on the quality of their services. Please remember, the simple mantra that there is no mission without margin. Third, our frantic pace of new hiring continues through the summer and fall for both early career as well as experience professionals. In fact, we have added 125 new colleagues since the beginning of COVID, representing a 25% increase in our overall headcount.

We're rounding up on our campus recruitment program as we speak, and I'm delighted that this year class will be the biggest in the history of the company. With that, operator, please open the call up for questions.

(Operator Instructions) Our first question comes from the line of Steve Sakwa of Evercore ISI.

Shank, I was just wondering if you could talk a little bit about the occupancy trend that you're expecting into the fourth quarter. I realized that things are maybe seasonally slowing down as we move into the holidays. But I'm just wondering if the trends you've seen in October, into early part of November, what are sort of the risks that you see to hitting the guidance that you've put out there?

Steve, that's a really good question. So let's talk about -- if you look at the history, you will see sequentially from Q3 to Q4, we usually have 20 to 40 basis points of average occupancy growth. We guided for $140 million, right? So if occupancy is obviously up meaningfully from that number we gave you, what we are trying to give you is get away from this monthly, weekly numbers, right?

We've got to run a long-term company. But we can tell you if the occupancy stays flat from here to the end of the quarter, we'll still hit our numbers. Now let's talk about the fundamentals, not about guidance, right? We are seeing unprecedented level of demand and sales environment that we have never seen even this late into the year.

If you look at how our October sales trends have ended and how November has started, this is truly unprecedented. Now are we -- how are we going to protect that through the holiday season, we're just not in the business of doing that. We're running a long-term business. But I can tell you the momentum that we feel in the sales strength, which obviously translate into -- October sales trends translate into November and December occupancy, we have never seen this kind of momentum. That's all I'm willing to say.

Next question comes from the line of Amanda Sweitzer of Baird.

Can you help frame up how you're thinking about the potential magnitude of shop price increases next year a bit more, either in terms of a current implied loss to lease in the portfolio or the pricing [pre-owned] that you expect the portfolio to achieve relative to the industry?

Amanda, we created a new slide in our slide deck, if you look at it, the inflation versus what we think our historic rate growth has been. Now remember, that senior housing is not an income-driven sector. It's an asset-driven sector. Housing is obviously the primary one. But the other things matter too, that should frame what is possible from you. I will also tell you, just if you go back and read my prepared remarks, we talked about how there needs to be a price increase to offset labor increase.

And you sort of -- that will also give you some bookends of what is possible. Clearly, we know what the numbers are because, obviously, you've got to send letters 45, 60 days before. So we know what is being sent out and the early feedback from some of our operators who has to send obviously these things early.

And remember, we also have roles going through, right? Not the entire portfolio is Jan 1. So we have some early indications of -- as we have seen this spike of expenses and we have -- our operating partners have adjusted their pricing, how is that uptake. That's what is behind my comment that I'm very optimistic about pricing next year. But it is too early to comment. We'll talk about it in the February call.

But I cannot emphasize it enough that we are very optimistic about the pricing increases. And frankly, the industry as a whole, we need to do that if we need to make more revenue than expenses in this business.

Next question comes from the line of [John Lose] of Green Street.

Maybe just one follow-up to that conversation there. Could you share what rent increases you're currently sending out today?

John, you're putting me in a pretty tough spot. I don't want to put a number out there, but -- I'm trying to avoid that. But if you look at the inflation versus rent chart that we provided, we intentionally provided that. I would -- if I were you, I would look at that. And then I would look at what that pricing power comes from, which is sort of the housing and other asset rates and how people fund this expense, and you'll get to a number.

But I will tell you the industry overall, I just came back from the new conference, industry is talking about substantial rate increases, not mediocre rate increases.

Next question comes from the line of Nick Joseph of Citi.

The best operators will rise. Just on kind of expense labor pressures. Are you seeing that across all of the operators? Is it across all geographies? Or are there any differences that you're seeing either from strategy or from location or any other factor?

We have seen it across the board, but a different magnitude. As I mentioned that the new operator that we brought in, in Q3, the $172 million transaction, we use zero agency that (inaudible). And we have seen some operators where contract labor cost has gone up 10x in 6 months. I want to repeat it, 10x in 6 months, right?

So obviously, you have seen a very different experience depending on who the operator is. But I will tell you also all these management teams are very focused on bringing that number down significantly. Our guidance, as Tim suggested, does not contemplate that you will see a step down in Q4.

But we are already starting to hear, as John said, we are already starting to hear that step-down is taking place even in October, going through November end of the year. But we don't know what is going to happen in the holiday season. So we're not going to sit here and speculate, right?

Our goal is not to speculate on what's going to be a one-quarter number. But go back to my comment, what I said, the stabilized margin of this portfolio, I can't talk about the industry. It is my firm belief that our margin will be higher than the pre-COVID margin on a stabilized basis.

Next question comes from the line of Mike Mueller of JPMorgan.

I was curious, what does fourth quarter guidance assume for SHO labor cost trends? Any improvement whatsoever or just kind of a continuation of increased but on a full quarter impact?

Mike, as I mentioned in the previous question that Tim assumed that it will not improve. That's what's in the numbers that we provided you. However, as I mentioned, that we are already starting to see improvement. The wild card here is how things play out in during the holiday season. We just don't know.

Next question comes from the line of Juan Sanabria of BMO Capital Markets.

Just hoping you could talk to pricing for new customers in the market today. I recognize that the intention is for the industry for Welltower operators to push from Jan 1 or on the 12-month anniversary, but curious on how pricing trends are faring for new customers kind of across the industry or across your portfolio?

One exceptionally good question. It's actually my favorite topic. I like this topic more than even the rent increases. It is just -- I'm not going to mention any specific numbers. I will say, let's just say that we're talking about x percent increase on average for the whole portfolio. From my operating partners, I'm hearing the street level increase in the rate is between 1.5x to 2x.

The Street is moving up faster than the renewal. That's what I'm hearing from my operating partners, but we'll see how that plays out. This is a very interesting cycle that we are seeing. There has never been more focused on quality and safety.

So in previous cycles, if you have competed on whether you are a new shiny penny on the corner or not, these cycle customers are focused on. And they have always focused on, but this cycle, they're primarily focused on quality of services, quality of care and their reputation operators. They're not competing on price.

Next question comes from the line of Derek Johnston of Deutsche Bank.

The $5.6 billion of investments over the past year really stands out. How much of this would you consider opportunistic, driven by the pandemic versus perhaps in a normal Welltower growth that would have happened anyway? And is this level of investment repeatable going forward? How much more capacity do you have to get through the investment process and take advantage of this market?

Yes. So Derek, I do not give guidance on how much transaction we want to do. We're not a volume-driven investor. We're a value-driven investor. That's the first point. The $5.6 billion significantly understate what that investment volume is. Just to give you a simple example, that what the transactions that we have closed represent, the $5.6 billion that you mentioned, 25,000 units.

Let's just think about it what that means. 25,000 units we have done at a $172,000 per unit pricing. In a normal environment, that would have been $10 billion, $11 billion, $12 billion of transaction, right? That's sort of -- we've got to put that into perspective. Second, the industry remains very fragmented and there is a lot of churn going on in ownership as people are finding it either this is -- if you are in 3 different businesses, and you don't want to be in this business anymore.

We're seeing data from a lot of families. The labor pressure, obviously, COVID was hard enough. Now the labor pressure challenge sort of arising from this. In the last few months, we have seen those repeat transactions that we had conversation 8 months ago.

You'll recall I mentioned that when we are not getting to the finish line on a transaction. That's not because that's going to somewhere else. It really means that they're not selling, right? At that price, they're not selling. And now we're seeing a lot of people are giving -- really giving up .

Now remember, they can give up because we bring an operator to the table, right? You will not sell your real estate and continue to run it. The reason you are selling real estate that you don't want to run it, right? So putting all this together, as I've said in my prepared remarks, despite a significant acquisition volume, I remain very optimistic that this trend of acquisition at this kind of prices will continue frankly, longer than I thought.

Next question comes from the line of [Tao Sanya] of Credit Suisse.

In your recent business update, there's an interesting slide here that shows your sharp portfolio and the power of diversification. I'm just kind of curious, Shank, earlier on, you kind of mentioned, ultimately, you expect winners and losers in the senior housing space over the next few years.

Does that suggest that we start to see a little bit more concentration going forward across acuity, geography and operating model based on who you believe winners will be? Or should we still expect to kind of see real diversification across acuity and monthly rents with the idea being you just kind of pick the best players at each kind of points on this graph.

First is, you picked the right slide to talk about. We do believe that diversification will continue but there's going to be significant consolidation in the industry. Let me give you an example. A pretty good example to talk about. One of our base operating partner is our operating partner in Midwest, name StoryPoint. You have heard several times about how highly I think of this team. Before pandemic, we got an unsolicited offer at an incredible price. So we sold the 13 buildings we had with StoryPoint and kept 2 new developments that we recently at that point opened, right?

So a big partner, we went from 13 to 2. That was 2 years ago. Today, with all the transactions that we have done and all the transactions that are in pipeline, in that 2 years, frankly, through the pandemic in the last 18 months, we are back to 50-plus communities with StoryPoint. That tells you how the winners and losers are changing in the business. The market share of great operators are changing, right? I'll give you another example. Look at how many assets Oakmont managed, right, is a great example of a fantastic operator.

Look at how many assets Oakmont managed 12 months ago, 18 months ago, and make it note on your calendar to see Oakmont become a dominant player in California, today, 12 months from now, 24 months from now, right? This is just an example I'm trying to give you.

So you will see that shift of winners and losers. You have seen some spectacular failure of senior housing operators in the business, and I can tell you, those are not the only ones that you know of.

Next question comes from the line of Rich Hill of Morgan Stanley.

Shank, you had a really interesting slide in the deck about historical effective revenue relative to inflation. And as I listen to you talk and listen to you saying that this is a different cycle than past, it does strike me that maybe the outperformance versus inflation could be even higher this time. Could you maybe talk about that over the medium or long term and how you think about that?

Absolutely. If you think about inflation, inflation, and most people think about inflation is a matter of how much not just obviously the supply side, but also the demand side and people's ability to pay, right? So generally speaking, inflation is an income concept, which, obviously, as we all know, that's for most types of products and services. Senior housing is different. Senior housing is not an income-driven sector.

It's an asset-driven sector. Look at the asset inflation of what happened. Obviously, we try to put together some slides to give you some sense, right, of what happened to the people who are funding the residence, this expense. And you will see that asset inflation has never been more significant. AKA, the affordability of the product has never been better.

So I think you are on to something, as I've tried to say without putting a number, putting those 2 slides should give you a context of how much rent increases is possible, not just near term but over a long period of time.

And frankly speaking, as I said, right, if you think about we have a barbell strategy in our portfolio. If you go back and look at the Q4 of '19 call, this is the last call before COVID that I talked about in details of how this barbell strategy work, where you have a high-touch, high-service product in the coast, our coastal type market where you can -- where labor cost can be fully recovered and still in margin to be made.

On the other hand, the other side of the barbell, our wellness housing portfolio, there's no labor, right? So we have gone to that. And that diversification, we have been very, very focused and very intentional. So between the 2, you will see a very significant inflation plus growth that's coming that will be funded, obviously, through the asset inflation that already has happened.

Next question comes from the line of Michael Carroll of RBC Capital Markets.

I want to go back to the street rate answer that you provided earlier. What's the reasoning that the seniors housing street rate growth is increasing at a faster clip than the renewal growth? I mean are street rates slower right now than those existing rates? And it's just that gap's closing? Or is there something different there that I'm not thinking about?

So Mike, if you have to think about total rate versus real estate rates, right? Because usually, a person comes in at, say, x level of care and then that goes up to, say, x plus 2 levels of care. So you got to have to obviously think about when you say street rate versus in-place rent, do you mean just the total rate or does the real estate rate. The real estate rate, if you just call it the real estate component of the rent, is not -- the street rates are lower.

It is just that the operators are realizing that they're not competing just on price, right? They have a quality product and that quality product, people -- I don't hear from my operating partners, people are coming that I want to stay down the lane for $500 less, my operating partner, so you should go ahead and do that, right?

We're not going to -- there's a cost to provide the services, the first-class services that we provide, right? That's just not going to happen that you'll cut it. You are not going to stay at Riccarton for Hilton Garden's price. Nothing wrong with any of those models, but that's just not the model, right? So the street rates are going up because you have demand. Look at that take what we are seeing even this kind of late into the year when you should have seasonally, we should have come off and we haven't.

So as operators gain momentum on the sales side, right, they're realizing that I have a special product, there's a cost, obviously, of serving that piece of occupancy, and we have to charge for it.

Next question comes from the line of Jordan Sadler of KeyBanc Capital Markets.

Shank, I wanted to just talk about some of the new things we saw this quarter or heard on the call and a couple of things that sort of popped out to me were the CCRCs that you purchased during the quarter. And then separately, when I heard you talking about, John, you mentioned the ability to do sort of redevelopment and real estate value-add opportunities.

So could you expand on sort of these 2 pieces, one sort of just the interest level and the -- or increased interest level in the entrance fee communities and the return profile for those types of assets? And then maybe what specifically or maybe even generically, you're thinking in terms of redevelopment or value-add dollars or opportunities?

Those are 2 very good questions, Jordan, and thank you for getting 2 questions through the first time on the line. So I'll answer both, and I hope I can remember it. So let's just try first, it's not an increased level of interest in the CCRC communities. We are value-driven real estate investors. We saw a tremendous opportunity because of the Dart. So if I give you some details, we bought that portfolio for $195,000 a unit and with remarkable Dart, right?

So talk about West eastern New York, Dana Point, California, Bellevue, Washington, Alexandria, that level that kind of Dart. And then we thought what we can do with the Dart, right? And I mentioned, obviously, there is an example of the asset came with a piece of parcel, that is the last residential zoned piece of land in residential area of Bellevue, right?

So when we look at a lot of CCRCs, we continue to -- we always have, we continue to look at -- It's just we never seen this kind of opportunity where we can do more than what we buy, not just leasing up, obviously, what we've done, but also a lot more what that can be done with the Dart, right, with the current entitlement. That's why we're interested in.

As I mentioned, I'll give you details of what I think that it can go from a high single-digit unlevered IRR to a low double-digit unlevered IRR as we execute on this. And frankly, we bought -- that's where most of our returns have been focused on. We continue to get, call it, between 9% to 12%, 13% unlevered IRR. Most of the transactions we have done and the returned life right there.

Focused on the real estate value add, one of the big real estate value-add that this company tried to do is vintage as you are well aware of the fact that hasn't played out well for us. So as I've gone through the experience, I realized that we didn't have the right talent. It's much more difficult to do it than obviously, we thought.

And we stopped that whole focus on real estate value add in a traditional sense of the real estate. As you know, John has done this for billions of dollars of transactions and executed based on the strategy. So when we're talking to John going back a few months ago, that's something that came up. And now, obviously, John, is the most into the portfolio. And he's obviously one of the most important member of our investment committee. So those opportunities, we're now ready to really expand on and really execute on.

It also adds to what I mentioned that we have built an extraordinary development team over the last 18 months under the leadership of Mike Fey. We brought in Mike over a year ago, and he has built a very large team. And so those are all -- those starts are all coming together, right? But it's a skill set we didn't have, and now we do have it.

Next question comes from the line of [Fritz Anderson] of SMBC.

I'm going to go after John Burkart here. So John, welcome to the call. The comments you made about some of the things that you want to sort of apply to the business from your experience in multifamily. I just wanted to touch on a couple. I know you're not going to give away the secret sauce now, but revenue management and some of multifamily tech initiatives that have been sort of the name of the game in that business for a while now. Isn't revenue management only as good as it's fully kind of used in the industry. So if you're using revenue management and no one else is, it's sort of not useless, but certainly not as effective. So how do you get the word out on using revenue management? How much is it being used in the industry?

And then also in the tech initiatives, how much is that out there already? There, I think you can make a real difference relative to your peers. So I just wanted to see if I can get some color from you on those 2 topics.

Certainly. And as Shank would say you've got 2 questions in. So of course, the -- on the revenue management, actually, I don't agree with you. I think it is operator related, and it has really nothing to do with the industry as a whole. It's an individual, how you price the units. But more than that, and more than even the software. And this gets into really one of the wonderful things here is leveraging our data analytics platform because what you have to do is you have to price the units right on the amenity price and the base pricing.

It's not just about changing the price over time. It's about pricing the base price correctly, the relationships between ones and twos the values of certain units, those with views, those without, et cetera. And looking at a portfolio, you just can't possibly do that.

One person, 10 people, 20 people and get it right. But leveraging the data analytics platform and to go back in time and look at how the market has priced it. Now that's a different -- that's a game changer. And that's what we're working on right now is I'm partnered up with our data analytics platform to go back and look at our units, look and understand how the market's priced it. I can tell you in one particular case, we looked and saw on a high-rise substantial variations in demand versus pricing, and we're talking, in some cases, $1,000 a unit, really dramatic change in how we're going to price that product based upon what the market has told us.

So we'll take that, and then we'll add on top of that some other software that will ultimately create to price the unit. So super excited about that. And the second question was the technology, what was your second question, Tremendous opportunities. No question about it. I won't go into these deals here because I don't want to give that away.

But yes, there are tremendous opportunities to really improve the customer experience, but also to reduce the labor. And of course, that's a big component by just applying existing technology into the business that hasn't been used in the past. So very excited about that.

Next question comes from the line of Nick Yulico of Scotiabank.

I just wanted to go back to the expense topic and how to think about labor because it was up 4% year-over-year in the third quarter. Your occupancy was down a bit. So maybe that's an unusual relationship. But just trying to understand how we should think about labor expenses going forward. because it doesn't seem like that is the pressure that's going to abate any time soon.

I mean you talked about agency labor -- maybe I'm a little bit confused why that use of agency labor would be reduced going forward, if it's still a challenging time to be hiring people? And maybe you could just sort of triangulate how you guys are thinking about labor. When you talk about Shank, your comment that SHOP margin will be higher than that of pre-Covid eventually, you give IRR calculations, which assumes something presumably about margin, labor expenses. Maybe you could just give us a feel for how you guys are really underwriting labor as an expense going forward?

Fantastic. I would highly recommend you go back and read the script, and you will see that we have detailed that out in our prepared remarks as well as in the other answering other questions, but I'll try to summarize it. First, you have to understand the confluence of factors haven't just purely focused on the labor side in the quarter.

You -- people didn't travel for 18 months. And then that's the first time we've got a lot of PTOs being taken. And that's sort of what caused a very significant demand because our operators provide PTOs, right? So you've got a significant surge of that. That sort of understand sort of one aspect of what happens. Two, you got one extra day in the quarter, you get paid by obviously daily basis, but you get revenue in most cases and many cases on a monthly basis. That's sort of second point. right? So third, you have to understand that when -- because of the rise of COVID, people are extra cautious. There's a reason there is no Covid in that community, right? You've got Sniffles and you called in and you should have called in. But at that last moment, look at the spike of the Covid through the quarter.

Majority of that we got, obviously, problems in July, but then we got a massive spike as we follow the COVID curve through August and September. We're on the other side of that, right? So that's why if you put all of this together, then obviously follow the opt-in state versus opt-out state comment that John made.

You will understand it's not a question of optimism. We're actually seeing it that we're on the other end of it. But only time will say obviously, how that exactly plays out, how much, how much time that takes. But if you follow all these comments we made, you can put together that picture pretty clearly.

Nick, I would just add, if you look at compensation ex agency, it was up 40 basis points year-over-year. So to your point, occupancy a bit down, still seeing compensation costs up there is real base wage inflation. But the driver of that 4.1% year-over-year expense growth, the lion's share of it is being driven by agency.

There are no further questions at this time, and that does conclude our conference call. You may now disconnect.

Thank you.