Welltower Inc (WELL) 2021 Q2 法說會逐字稿

Good day, and thank you for standing by.

Welcome to the Q2 2021 Welltower Inc.

Earnings Conference Call.

(Operator Instructions) Please be advised that today's conference is being recorded.

(Operator Instructions) I would now like to hand the conference over to your first speaker today, Mr. Matt McQueen, General Counsel.

Please go ahead.

Thank you, and good morning.

As a reminder, certain statements made during this call today 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 Shankh for his remarks.

Shankh?

Thank you, Matt, and good morning, everyone.

I hope all of you and your families are safe and healthy.

Before I make some introductory comments on the state of senior housing and on the capital allocation environment, I want to welcome John Burkart, our Chief Operating Officer, to this call.

John joined Welltower last week after an illustrious 25-year career at Essex.

We believe he will make a tremendous long-term impact on our platform.

Following my remarks, as usual, Tim will walk you through our operating and financial results.

We're cautiously optimistic on the senior housing business as occupancy is starting to build, and we're encouraged by nearly 200 basis points of spot-to-spot occupancy growth in second quarter, which clearly exceeded our expectations.

Momentum in the U.S. continues to be strong with lead generation returning to pre-COVID levels, resulting in a 280 basis point occupancy gain in the quarter and the U.K. remained resilient despite a rise in the Delta variant cases being driven by the younger cohorts.

Though we are monitoring the situation closely, we have seen very little impact to the portfolio so far as the U.K. case counts more broadly appear to be decreasing rapidly after recent spike.

While Canada was a drag on occupancy, we're witnessing some green shoots following a material decline in COVID cases.

In fact, tours almost doubled in June from April and May in Canada as provinces have removed move-in restrictions and are now permitting in-person tours.

For our overall portfolio, June was a particularly impressive month with move-ins exceeding 2019 level for the first time since the beginning of pandemic.

I'm also encouraged that our operators were able to achieve these occupancy gains while holding rates, reflecting the needs-based nature of our asset class and strong value proposition of this business.

Year-over-year, same-store REVPOR is up 3.2% across our assisted living properties, 2.8% across our independent living properties and 5.3% across our wellness housing communities.

This trend in same-store REVPOR was primarily driven by our highest end luxury product in primary coastal markets.

Having said that, I'll caution you that there is still significant uncertainty and many unknowns related to the path of COVID, and it is too early to signal an all clear.

However, we're very pleased with the progress that we're making towards achieving the substantial embedded NOI growth in our SHO portfolio.

Last quarter, we provided details of nearly $0.5 billion of NOI upside, which assumes a return to fourth quarter 2019 occupancy and margin levels.

We are pleased to report that we not only achieved $71 million towards this total goal in one quarter, but also added another $29 million of potential upside through the second quarter acquisition and development deliveries.

Going forward, we still have another $430 million of NOI upside in that business.

Again, this only assumes a return to pre-COVID occupancy with potential upside from higher rates and return to frictional vacancy, which is mid- to high single digits.

Turning to capital allocation.

Last fall, when we had made a significant pivot from defense to offense, we made an explicit bet that consumers will return to this needs driven business.

With 400 basis points of occupancy ramp in U.S. from March trough with healthy rates, it appears that we're on the right side of that bet.

Over the past 3 quarters, we have deployed $4 billion of capitals at extremely attractive pricing during a time when others were fearful.

But we remain paranoid optimists and our humility and lack of complacency are pushing us to test our hypothesis and underwrite everything we look at with conservatism.

And you can rest assured that we look at pretty much everything in our space.

Therefore, we are only willing to pay a price per unit that does not require everything to go right for our owners to make a reasonable return.

The second quarter was one of the best quarters in -- from a capital deployment perspective, having closed approximately $1.4 billion of [pro-rata] (added by company after the call) gross investments.

Q3 will likely top Q2, and we have anticipated that it will be another record quarter of investment activity for the company.

We started Q3 with a bang.

And so far in July, we have already closed $230 million of [pro-rata] (added by company after the call) gross investments and expect our previously disclosed holiday transaction to close in third quarter as well.

While it is fun to talk about large transactions like Holiday, which I'll get to in a minute, I want to point out that our core strategy and strength is granular transactions with a diverse group of our operating partners and is supported by our data analytics platform.

Our COVID class, which I define as anything we bought since starting to offense in Q4 of last year, now exceeds $4 billion of gross investment activity, including Holiday across 37 transactions with 24 unique partners.

In the U.S., that would, on average, be a $16.6 million per community or $161,000 per unit, which we believe represents a significant discount to replacement cost.

The pipeline remained very strong with many owners and operators eager to join our operator and data platform.

Let me give you some examples.

First, I'm very pleased to announce that we'll expand our relationship with John Moore and his team at Atria while Lilly and her team at Holiday will join our platform.

We're buying 80 nearly identical Holiday independent living assets at the more approachable end of senior living spectrum with an addition of 6 more combination AL/IL assets for a total consideration of $1.58 billion or $152,000 per unit.

Our basis remains compelling even after our anticipated investment of $1.5 million to $2 million of CapEx per community to bring them to tomorrow's standards.

While these -- while the lease-up of this portfolio from the compelling basis should generate a [low] (added by company after the call) double-digit unlevered IRR, we believe there are a few opportunities to enhance our return.

Number one, our underwritten rent growth is 2.5% per year despite a heavy investment in the portfolio that will improve the asset quality and marketability.

Our 2026 underwritten rent remains $700 to $800 below feasibility rent to make development pencil; two, we have a significant expansion opportunity in 10-plus assets, which we expect will generate a double-digit return on invested capital; three, the optimization of 6 AL buildings under Atria platform; and fourth, there are at least 5 higher and better use opportunities.

And a couple of them are so significant that they may generate enough proceeds to pay for a significant portion of the CapEx investment for the whole portfolio.

If we are successful in this effort, we'll have a completely renovated portfolio at roughly our going-in basis, which will enhance our IRR materially.

Moving on from Holiday, I'd like to make a few operator specific comments on this call.

First, we continue to be encouraged by Jack Callison's leadership at Sunrise.

Jack is refocusing the organization as a premier senior living brand in North America.

We are excited about this focused growth strategy and have brought Sunrise in to run a recently acquired community in the Philadelphia metro area.

This is our first acquisition initiative with Sunrise in several years and believe we'll have many opportunities to grow together.

In the U.K., the Sunrise platform and portfolio will be acquired by Signature and Care UK.

Signature is an existing Welltower operating partner, which runs our highest end communities in the U.K. We're tremendously excited to welcome Care UK.

to our platform, which is one of the most well-respected and largest senior living operators in the U.K. with the addition of HC-One on the value end and Care UK.

on the higher end, along with our existing operating partners, the barbell approach to portfolio construction that we have taken in the U.S., which is all -- which we always aspire to be in the U.K. is beginning to take shape.

We're very excited about Care UK.'s technology and management platform.

We're also thrilled to work on Pathway Living to Welltower's operating platform, which we believe opens another avenue for growth for us.

Next, I'm excited to announce our expanded partnership with Oakmont Management Group, which is one of our strongest and best operating partners.

This expanded partnership with Courtney and our team is expected to result in a nearly doubling of our client portfolio together in California.

We're also embarking on a long-term exclusive development program together to meaningfully expand our relationship in the next decade.

Fun fact, Oakmont is the first operator in our portfolio to return to the 90% occupancy mark post-COVID, a reflection of Oakmont's operating acumen and market strength.

Finally, I'm excited to announce our new partnership with Chris Smith and his team at Aspect Health.

We recapped Aspect's existing MOB portfolio in Connecticut and New York and entered into a long-term development partnership with Chris.

We believe a combination of our data and operating capabilities with Aspect's relationships and development talent will create significant opportunities for growth for both the companies.

We are already on our first development together, which will be a 60,000 square feet outpatient medical billing located at a very attractive market in the New York metropolitan area, the property will be master leased to a leading health system for 20 years and is expected to start construction early next year.

Speaking of growth opportunities, I'm pleased to announce our continued growth with the Bremner organization.

In the second quarter, our partnership closed on the first building of a large development near Norman, Oklahoma with Norman Regional Health System.

The total development cost for Phase 1 of this multiphase development is expected to be in excess of $100 million, consisting of 181,000 rentable square foot of Class A outpatient medical facilities.

Our significant MOB development platform pipeline, which is 100% leased, is now in excess of 1 million square feet and will create significant value for our shareholders in a very tight acquisition market.

All of these operating and development partnerships make up the foundation for our core belief that centralized capital allocation and decentralized execution releases entrepreneurial energy while keeping cost and politics at bay.

We are very proud that we have formed 15 new operator and development relationships since the beginning of pandemic, and we have a handful more in the works.

The implications of our rapidly growing operator and developer platform are vast including a network effect, whereby addition of more operators create exponentially richer data set and thus stronger and attractive analytics platform.

This dramatically enhances the informational advantage where already processes through our best-in-class data analytics platform, which forms the basis of our capital allocation decision.

Needless to say, these relationships create foundation for significant capital deployment opportunities as each one of them are attractive growth vehicles on their own right.

This Lollapalooza Effect of intertwining operating and data platform has created a wide and increasingly deeper moat for Welltower.

As Tim will speak to you in a moment, we're very pleased with our progress to further strengthen our balance sheet and liquidity profile.

More specifically, our sequential adjusted EBITDA growth of roughly $50 million [on an annualized basis] (added by company after the call) indicates that we're on our way to deleverage organically as senior housing recovery unfolds.

Overall, we're very happy with our execution so far in the year to create per share value for our shareholders.

We're cautiously optimistic about the fundamental environment and excited about our opportunity set to acquire and develop talent, create new relationships and attract quality partners, which should result outsized, internal and external growth for years to come.

After retooling our asset and portfolio operator and building a formidable data analytics platform and talent base and growing with conviction following 2 negative cycles superimposed on each other, resulting from oversupply and COVID, I'm happy to say that we're emerging as a partner of choice, an employer of choice and an investor of choice on the other side of this pandemic.

With that, I'll pass it over to Tim.

Tim?

Thank you, Shankh.

My comments today will focus on our second quarter 2021 results, the performance of our investment segments in the quarter, our capital activity and finally, a balance sheet and liquidity update in addition to our outlook for the third quarter.

At time of our last earnings call on April 29, we were 6 weeks into an occupancy recovery in our senior housing operating portfolio, which has seen total portfolio occupancy increase 67 basis points off March 12 lows or an average increase of 11 basis points per week.

In the 13 weeks that have followed, we have seen the occupancy recovery accelerate, adding an additional 204 basis points through July 23, an average pace of 16 basis points per week, bringing the portfolio-wide occupancy recovery since March 12 to 271 basis points.

The recovery continues to be uneven across the portfolio, with the U.S. leading at 401 basis points since March 12, followed by the U.K. at 275 basis points.

And lastly, Canada, which has seen a net decrease of 88 basis points over this time period.

We believe these geographic discrepancies will normalize over time as the reopening of both Canada and the U.K. catch up to the U.S. Looking forward, despite the uncertainty around the path of COVID in the near term, particularly rather than new variants, we continue to both gain evidence that the vaccines are exceptionally effective at protecting our residents and staff from this evolving virus, and gain confidence that the permanent demand impairment thesis that surrounded the senior housing asset class through much of the last 1.5 years is becoming significantly less probable.

Now turning to the quarter.

Welltower reported net income attributable to common stockholders of $0.06 per diluted share and normalized FFO of $0.79 per diluted share versus initial guidance of $0.72 to $0.77 per share and our June guidance update of $0.75 to $0.79 per share, which included a $5 million benefit from HHS Provider Relief Funds.

We ultimately recognize that $5 million benefit from HHS funds and also recognized an additional $4.9 million of reimbursement payments for similar programs in Canada and the U.K. After adjusting for the impact of these funds, our normalized FFO per diluted share in the quarter is $0.77.

Now turning to our individual portfolio components.

First, 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 3/31/2021.

Importantly, our collection rate remained high in the second quarter, having collected 95% of triple-net contractual rent due in the period.

In our senior housing triple-net portfolio, same-store NOI declined 2.7% year-over-year.

As leases that were moved to cash recognition in prior quarters continue to comp against prior year full contractual rent received and trailing 12-month EBITDAR coverage was 0.89x.

As I've stated in the past, the timing and slope of the recovery in our senior housing portfolio will dictate whether or not disruption from COVID to underlying fundamentals generates a short-term liquidity issue or solvency problem for our triple-net operators.

Over the first 4 months of recovery, we observed occupancy and EBITDAR trends within this portfolio that are in line with our U.S. and U.K. operating portfolios.

As these recovery trends strengthened, the solvency risk for operators has decreased in tandem.

And our continued strong cash rent collection in the quarter is the best evidence we have of this.

The value of the collateral that sits behind many of our lease agreements, continue to allow us to work with our operators to enhance near-term liquidity without impairing the value of Welltower's real estate position.

Next, our long-term post-acute portfolio generated negative 1.1% year-over-year same-store growth and trailing 12 months EBITDAR coverage was 1.29x.

In the quarter, we transitioned 40 of the 51 planned Genesis transition assets to new operators, including 9 PowerBack assets transitioned to ProMedica with the 11 -- the remaining 11 scheduled to transition in the third quarter.

35 of these assets are expected to be disposed of in the third quarter.

With the expected third quarter Genesis dispositions and the $75 million sales in LTAC portfolio in the quarter, Welltower's percentage of in-place NOI generated from long-term post-acute segment will be reduced to 5.6% and Genesis Healthcare will represent less than 90 basis points of total company in-place NOI.

Lastly, health systems, which is comprised of our ProMedica Senior Care joint venture with the ProMedica Health System had since NOI growth of positive 2.7% year-over-year and trailing 12-month EBITDAR coverage was 1.25x.

Turning to medical office.

Our outpatient medical segment delivered 2.2% year-over-year same-store growth due to improved platform profitability and increased property level expense recoveries.

Occupancy in our same-store portfolio ended the quarter at 94.8%, a 20 basis point sequential increase versus first quarter.

The strong growth was driven by executed new leasing totaling 178,000 square feet, our highest quarter since the fourth quarter of 2019 and supported by 94% retention in the quarter as consistent renewal activity was paired with reduced vacancies.

Also during the quarter, we delivered one purpose-built medical office building with the Maimonides Medical Center in Brooklyn along with 2 recently converted state-of-the-art MOBs in Charlotte with Atrium Health.

These buildings totaled 449,000 square feet of fully occupied space with highly credited health systems.

Now turning to our senior housing operating portfolio.

Before getting into this quarter's results, I want to provide some color on the recently announced transfer of the Sunrise U.K. operating platform to 2 local operators, Signature Senior Lifestyle and Care UK.

We're excited to take this opportunity to deepen our local operator relationships.

The Sunrise U.K. portfolio consists of 46 predominantly private pay properties located primarily in Southern England.

The portfolio is being split largely by geographic focus.

The properties located in Greater London moving to Signature, a premium operator with which Welltower has had a relationship since 2012.

And the rest of the property is moving to Care UK a new member of the Welltower operating family and the fourth largest independent care home operator in the U.K. with a focus on the private pay market.

Turning to government grants.

In the quarter, we received approximately $5 million from the Department of Health and Human Services, CARES Act Provider Relief Fund.

As we've done in past quarters, these funds are recognized on a cash basis, and as such, will flow through financials in the quarter they are received.

We are normalizing HHS funds out of our same-store metrics, however, along with any other government funds received that are not matched to expenses incurred in the period they are received.

In the second quarter, approximately $9.3 million of reimbursements normalized out of our same-store senior housing operating results.

Now turning to results for the quarter.

Year-over-year same-store NOI decreased 17.6% as compared to 2Q 2020 driven by a 670 basis point decrease in year-over-year average occupancy.

The COVID-related decline in occupancy that began in March of 2020 came to a halt in mid-March of this year and portfolio-wide occupancy increased by approximately 230 basis points from March 12 to the end of June, with 190 basis points taking place in the second quarter.

The start of the occupancy recovery and the accompanying operating margin expansion has created an inflection point for bottom line results.

The sequential same-store NOI increased 11.2% from the first to the second quarter.

Sequential same-store revenue was up 1.8% in Q2, driven primarily by a 40 basis point increase in average occupancy and sequential monthly REVPOR increase of 1.3%.

With respect to expenses, total same-store expenses decreased 40 basis points sequentially and declined 2.9% year-over-year.

I'll focus on the sequential change, and this is more relevant to trend in the current operating environment.

The 40 basis point sequential decline in operating costs was driven mainly by lower COVID costs as case counts remain near 0 for all the second quarter after spiking meaningfully in the first quarter.

Costs were also driven lower sequentially by seasonal utility costs as the spring and early summer have lower utility costs relative to Q1.

The net result of the resilient rental rates and rebounding occupancy combined with a decrease in total expenses was a sequential margin improvement in our same-store pool of 180 basis points to 21.2%.

Looking forward to the third quarter and starting with July quarter-to-date data we have already observed, we've experienced a 40 basis point increase in occupancy through July 23, with the U.S. and U.K., up 60 and 30 basis points, respectively, while Canada is flat.

Despite the strength of the recovery so far, particularly in the U.S., we remain cautious on projecting an acceleration in trends from the second quarter to the third quarter.

Given the continued lack of historical precedence with which to forecast and also uncertainty around COVID variants.

Despite seeing promising resilience in our U.K. portfolio over the last month as a surge in the Delta variant infections amongst the general population has not been echoed amongst our resident population, there remains uncertainty, particularly around how national and local authorities may react in the coming months if the surge continues or accelerates in our other geographies.

On a spot basis, we are currently projecting an approximately 190 basis point increase in occupancy from June 30 through September 30.

We expect monthly REVPOR to be up 1% to 1.5% sequentially and up 2.5% year-over-year.

Lastly, we expect total expenses to be up 1.5% to 2% sequentially driven by a combination of occupancy-driven labor utilization and seasonal utility costs, offset slightly by continued declines in COVID costs.

The net result of the sequential changes will be expected flow-through margins in the mid-60s inclusive of the seasonal utility increase and mid-70s normalizing for the seasonality of utility costs.

Turning to capital market activity.

In June, we expanded our existing unsecured credit facility to $4.7 billion after closing on a $4 billion unsecured revolving line of credit, which replaced our previous $3 billion revolver.

The revolving facility bears interest at LIBOR plus 77.5 basis points, representing a 5 basis point improvement from pricing under our previous revolver.

The facility was reported by 31 incumbent and new banks and highlights the incredible support of our banking partners.

On June 28, we completed the issuance of $500 million of senior unsecured notes due January 2029, bearing interest at 2.05%.

Proceeds from the offering were used to pay down borrowings on our revolving line of credit and to pay down the remaining balance of our COVID term loan put in place in April of 2020.

Additionally, in the quarter, we extinguished $674 million of senior unsecured notes due 2023 using proceeds from our March 25, 2021, bond issuance, improving our weighted average maturity across senior unsecured notes to 8.2 years.

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

Having sold 20.1 million shares since the beginning of the second quarter via a forward sale agreement at an initial weighted average price of approximately $80 per share for expected gross proceeds of $1.6 billion.

Since the beginning of the year, we have sold a total of 22.3 million shares of common stock via forward sale agreements, which are expected to generate a total of $1.8 billion in proceeds, of which 5 million shares were settled during the second quarter, resulting in $372 million of gross proceeds.

As capital deployment opportunities continue to materialize, we will look to fund those opportunities while maintaining ample liquidity and balance sheet flexibility.

We ended the second quarter at 6.8x net debt to adjusted EBITDA, 6.88x when adjusting out $5 million of HHS funds received in the quarter.

This HHS adjusted 2Q '21 leverage number represents a 0.25x decline from the prior quarter's 7.13 debt-to-EBITA adjusted for HHS.

Last quarter, I highlighted the impact that the recovery in senior housing fundamentals would have on underlying EBITDA and cash flow-based leverage metrics.

We are encouraged to see this trend take shape as a 15% sequential improvement in EBITDA contribution from senior housing operating drove the entirety of the HHS adjusted improvement in debt to EBITDA.

With total portfolio occupancy sitting at 74.6% at quarter end, 12.6% below pre-COVID levels and approximately 16.6% below peak levels achieved prior to last decade supply wave, we believe the stage is set for powerful EBITDA recovery as occupancy upside is coupled with margin expansion of a very depressed base.

Lastly, moving to our third quarter outlook.

Last night, we provided an outlook for the third quarter of net income attributable to common stockholders of per diluted share of $0.44 to $0.49 and normalized FFO per diluted share of $0.78 to $0.83.

This guidance does not take into consideration any further HHS funds or similar government programs in the U.K. and Canada.

So when comparing it sequentially to our second quarter normalized FFO per share, it'd be better to use the as-adjusted $0.77 per share number I mentioned earlier in my comments, which excludes the out-of-period benefits of those programs as well.

On this comparison, the midpoint of our third quarter guidance [$0.805] per share represents a $0.035 sequential increase from 2Q.

This $0.035 increase is comprised of a $0.03 per share increase from our senior housing operating portfolio driven by an increase in sequential average occupancy and expected reduction in COVID costs.

A $0.02 per share increase from strong net investment activity, highlighted by the expected closing of the Holiday senior living portfolio during the third quarter which is offsetting dilution from dispositions related to our previously communicated reduction in exposure to Genesis.

And a [half penny] increased NOI from recently converted developments, mainly 2 fully leased MOBs in Charlotte, North Carolina and Brooklyn.

These increases are offset by a $0.01 per share increase in sequential G&A driven mainly by new hires and a $0.01 dilution from shares settled in the second quarter.

And with that, I will turn the call back over to Shankh.

Thank you, Tim.

I want to conclude by expanding on a theme that I mentioned before.

We're engaged in 2 small transactions with 2 other REITs in our sector that are not material to any company that's involved.

We're buying a handful of assets in one transaction and selling a handful of assets in other transaction.

The dollar involved are too small to mention on -- to be mentioned on this call.

But I bring them up as I think they reflect a new era of collaboration amongst public REITs.

Both of these transactions will result in favorable outcomes for all of our respective shareholders on a transactional basis.

But what's important to focus is an emerging theme amongst public REITs, the life doesn't have to be a zero-sum game.

With that, operator, we'll open it up for questions.

(Operator Instructions) I show our first question comes from the line of Vikram Malhotra from Morgan Stanley.

I guess, Shankh and Tim, the one thing that sort of surprised me was the REVPOR growth that you saw on a like-for-like basis.

I think most people would have anticipated in this period of still occupancy recovering and low occupancy, there'll be more discounting.

So I guess, just on the expense side, 2 questions.

One, did this surprise you?

And what drove that?

And second, if this REVPOR continues into kind of the next few quarters, what does that say about sort of the margin and the cash flow recovery into '22?

Vikram, I'll try to take a stab at that.

So did it surprise us?

Yes, it did.

If you think about last quarter call, I said, despite all the noise of discounting and others when I said that our operators have a very special product and a very special value proposition that just they're not willing to discount.

And -- but having said that, I didn't expect this kind of pricing strength yet.

It was entirely driven by our highest end luxury product in coastal markets, as I said.

Do we expect it to continue?

Yes, we do.

In fact, we -- as Tim pointed out in his prepared remarks, we expect that to accelerate into Q3.

And so look, I mean, from the perspective of -- the stage is set for a very powerful recovery of margin and cash flow increase as we come through.

But we're very, very excited about what's going on.

And at the same time, there's a lot of uncertainty.

We're not in this for next quarter, next month.

This is a long-term business.

We're excited about what we are seeing.

But most importantly, as Tim pointed out, we think that we're increasingly getting to a point that is really validating our belief that the business, which, frankly, it was -- when we said this last year around this time that is validating our belief that the product is needed and the consumers will be back, and we're seeing that.

I show our next question comes from the line of Amanda Sweitzer from Baird.

I wanted to start with a quick clarification on your occupancy guidance.

When I think about your spot occupancy guidance versus where average occupancy will end up for the quarter, it looks like it might be a different setup from recent quarters.

And average occupancy could actually end up exceeding spot occupancy in the third quarter.

Is that the right way to think about it?

That's correct, Amanda.

The right way to think about it is you think about 1Q to 2Q, in the first quarter because of the decline in occupancy, we saw that lasted for 2.5 months of the quarter.

We actually finished where spot occupancy was below average occupancy in 1Q.

We have the opposite effect in 2Q, where the increase, particularly in June has driven spot occupancy above average for the second quarter.

So thinking about our spot occupancy guidance, 190 basis points on kind of a spot-to-spot basis, equates to 210 basis points on an average change from 2Q to 3Q.

Our next question comes from the line of Joshua Dennerlein from Bank of America.

Just kind of curious to hear about your MOB pipeline and then just Aspect Health.

Is there other sharpshooters out there you would be interested in working with?

Josh, thank you for the question.

In our MOB pipeline, if you are asking about acquisition, that pipeline is zero.

And if you're asking about our development pipeline, it's actually 1 million-plus square feet fully leased, 100% leased pipeline.

We continue to believe that the pricing that we're seeing in the MOB market doesn't make any sense from a long-term IRR perspective.

So we remain out of the market.

We did this transaction specifically because we see a very significant growth opportunity with Chris and his team.

And are we willing to partner with more local sharpshooters, absolutely, yes.

But it's purely on a transactional basis, We have not a lot of interest in that space right now.

We think what we are seeing the opportunity to deploy capital and make a significant amount of return for our shareholders in the senior housing space is compelling, and that's what the capital deployment opportunities in the near term will be focused on.

I show our next question comes from the line of Steve Sakwa from Evercore ISI.

Shankh, I was just wondering if you could talk about what your operator policies are with respect to vaccinations.

So there's been a lot written about health care workers, some not wanting to get it.

And I just wonder, does this create any kind of hang up in terms of move-ins or when you're marketing assets.

So maybe just kind of provide around the horn or kind of broad update on kind of where your operators stand and whether you've seen any issues?

Yes, Steve, it certainly differs across operators.

I'd say as far as the question around hanging up on move-ins, the effectiveness of the vaccine and the lack of cases we've seen in the buildings across all 3 of our geographies at this point has really trumped the marketing around the operator policies.

That being said, a large majority of our -- the employees at the property level are vaccinated along with 90 -- upper 90% of our residents.

So it's a highly vaccinated kind of facility environment across the board.

I show our next question comes from the line of Michael Carroll from RBC Capital Markets.

I wanted to go back to the REVPOR growth.

I know that your operators have done a good job driving modest growth even at these occupancy levels.

how does this dynamic change when occupancy gets back to the high 80% range?

I guess I'm trying to understand how much does this rate growth vary?

I mean, are changes generally more muted both on the downside or upside?

Or can we expect the total portfolio to generate significantly stronger REVPOR growth once occupancy comes back to stabilization?

Yes.

Mike, that's a very, very good question.

Now you're asking me to speculate.

So I will speculate but it's a speculation nonetheless.

But if you think about the occupancy as we get back sort of to the more stabilized occupancy level, you just call it high 80%.

I think you will see significant pricing power even above what you have seen sort of this quarter -- or this particular quarter.

Let me remind you, through the supply cycle, sort of call it from '15 to '19, when our occupancy has gone down we have still raised rates about 4%, right, in face of a supply cycle, which I expect the setup is completely different this cycle or this decade forward where you have better demand and probably in a better environment for supply as well.

So is it -- should we see once stabilization happens, greater pricing power?

We absolutely should but it remains to be seen.

As I will tell you, one of the things that we interestingly watch is the very tight correlation of housing price appreciation and pricing power in the senior housing industry.

And we have seen significant increase of record household sort of wealth growth and that hasn't really translated so far into senior housing pricing.

We're probably starting to see some of that this quarter, but it will come through.

I show our next question comes from the line of Rich Anderson from SMBC.

So when you take into account the embedded NOI that you go through in the deck, and you hold everything else constant, you're kind of 50% SHOP and 20% senior housing adjusted for all of that.

I know that's not absolutely precision, but you're clearly focused on the senior housing business.

And I know your thesis has always been your IRR investors, and you think more about that than certain asset classes.

But you are the REIT, senior housing REIT relative to your peers like it or not, at least for now.

I'm curious as your underwriting deals and kind of tethering yourself to the business, what are you thinking about in terms of the next supply cycle?

We've seen that to be the risk for this business in the past, lumber prices are coming back down.

I'm wondering how you're underwriting the future for supply and how you're making sense of the growth in this side of the business.

Thank you, Rich.

That's a very, very good question.

So we continue to believe, as I said before, that you will see some supply but you will not see this cycle, we believe that supply will chase demand instead of demand chasing supply like you have seen last decade.

If we see no supply, we have bigger issues, right, that says that we're the only people who actually see the business and everybody else's missing, that's not how it is going to happen.

But I wouldn't react to short-term high-frequency data on these things because this data is obviously -- comes with a lot of errors and noises.

The similar types of data that we have in supply would have told you that occupancy for us for the quarter will be down with negative pricing.

That clearly didn't happen.

So I wouldn't react too much to this high-frequency data from 1 or 2 providers.

I will tell you that forget about what others are doing, we are looking at a lot of development, and they're very, very hard to pencil.

They're very hard to pencil given feasibility rent remains between 20% and 30% below depending on different markets.

And that's just a question of how much rents have -- sort of cost has gone down -- cost has gone up.

And a high-frequency indicator like lumber price on your Bloomberg screen doesn't tell you that it has changed significantly.

You've got to look at a long-term average and people's ownership of that, that's sitting in the warehouses, it hasn't shown up yet.

Will it show up?

Probably, it will show up at some point.

But that's -- at the same time, we're seeing a lot of other product cost is going up.

The country is significantly undersupplied on overall housing, and you will see housing starts will continue to go up with the demand of the different materials.

So I think that a lot of lessons have been learned on the bank side, losing a lot of money in this space, a lot of equity, has lost a lot of money.

Clearly, you can see where we're buying products, new products.

at significantly below replacement cost and the gap between where we are buying, call it, $0.60 on the dollar and the $1 is somebody lost a lot of money, right?

And so it was -- obviously, these lessons will be remembered in the near term as the demographic catch on.

But we are very much aware of what you are saying.

This is why we so focus on price per unit.

And that's why I made the point I made during my prepared remarks that we're not willing to buy anything and everything, even if we think it's a decent deal because in many cases, a lot of these things -- as a long-time investor in the space, a lot of these things need to go right over a period of time for us, our shareholders to make money, and that's not that kind of investment I do make.

I show our next question comes from the line of Jonathan Hughes from Raymond James.

I do agree with Rich, you are the senior housing REIT, but I want to ask about the health system portfolio.

And what happened to EBITDAR coverage there?

I see it's 1.25 turns now from 1.9 last quarter?

And then could you also maybe talk about exposure to operators at less than 1x EBITDAR coverage, without naming names, are there any ongoing discussions with operators for either rent deferrals or transitions across your triple-net segments?

Thank you, Jonathan.

So first, coverage came down for obvious reasons, right?

You're still -- remember, the NOI has troughed last quarter, it's still coming down, right, from a trailing 4 quarter basis is how you report coverages, which means the better quarters are getting out of numbers and worse quarters are getting in the numbers.

Do you -- mostly speaking, in a normalized -- in a stabilized environment, coverage should give you the state of the business.

At inflection points like this where you got sharp decrease and sharp increases it will not give you the state of the business.

There's just like our other operators that you're seeing in SHOP part of the portfolio, the fundamentals have troughed last quarter, and it's actually getting better.

So for example, let's just talk about ProMedica.

I don't want to get into this because, frankly speaking, for our investors, ProMedica coverage is an irrelevant metric because as I have told you before, that ProMedica rent is guaranteed by the health system, the mother ship at the top end, right?

So it really is an irrelevant metric for our investors.

However, having said that, let me make some observations about that topic.

The revenue, if you think about versus second quarter, was the highest actually for ProMedica.

For that specific business for ManorCare was the highest in the last 5 quarters.

They have seen significant increase -- sequential increase in occupancy just this quarter, about 400 basis points in the skilled nursing business.

And what is going on is they are in middle of -- as we and ProMedica are in middle of selling a bunch of assets, right?

And those asset base is going through -- it has a negative EBITDA, as I talked about before when we announced the deal, and that's still flowing to the number and creating significant noise on the number side.

So that is absolutely sort of going to create a lot of issues.

And also on the same side, you are seeing we added 9 PowerBack buildings that is getting integrated.

So we hear a lot of noise.

I will tell you, let's take a step back and think about where the business is trending.

Business, as I said, their second quarter revenue was the highest actually in the last 5 quarters, business is getting better.

ProMedica team, senior care team is doing exactly what we laid it out that will happen, which is creating new partnership with different systems.

We announced it.

They announced a new partnership with MetroHealth in Cleveland.

There's another one, they signed a joint venture, which I'm not at the liberty at naming the name right at this point, a premier system in that the country business is moving forward.

But as far as what our shareholders are concerned, that trend is guaranteed by the mother ship, which obviously is a very significant system with $2-plus billion of cash and material $7 billion of revenue.

So I don't want to get into that conversation.

Remember, at this point in juncture not just talking about ProMedica, but any triple-net leases will not reflect the state of the business because of the 4 quarter trailing nature of how we report coverages.

From a standpoint of your second question, I think Tim touched on it.

I will still say again, we have told you before that we believe that our leases are backed by a material amount of credit and assets that we own in joint venture and other assets owned by the operators.

We do not believe there will be significant disruption of earnings and cash flow coming out of that.

And our belief that statement is getting stronger and stronger every day.

That's how much I'm willing to talk about any specific operator at this call.

I show our next question comes from the line of Mike Mueller from JPMorgan.

My question was just answered.

I show our next question comes from the line of Juan Sanabria from BMO Capital Markets.

Just curious on the acquisition pipeline.

You guys have done a tremendous amount of work and heavy lifting and kudos to you, but the market is always about what comes next.

So just curious on your views of what's in the pipeline going forward.

And how long do you think you can take advantage of this COVID dislocation?

And for the deals that you're striking now, how should we think about when those were negotiated.

I'm not sure if you could talk to Holiday or more broadly about when those deals were really struck versus -- just to think about the runway for future discounts to replacement cost opportunities?

Thank you, Juan.

I completely agree with you.

It's about what comes next.

That's the point I was trying to make on the coverage metrics, right?

It's the state of what's happening now and what's happening next, not what happened yesterday.

Having said that, I'll tell you, it's important to understand when we talk about acquisition, unlike many companies, we don't talk about what's under contract unless it is a very large transaction that shareholders should know about.

Holiday is a very good example.

So the $4 billion or so of COVID class is transaction which we have closed.

We could have given you a significantly higher number of the transaction we have shaken our hands on.

So pipeline, I know you understand that, but I wanted to make a very concerted effort to make that point again because it's very different from how most other companies report their numbers.

So the pipeline, let's just talk about pipeline, which is where we have shaken hands, we have agreed on a transaction and it's just going through the process.

Real estate transactions take a long time to close, as you know, we're pretty quick, quicker than probably most other organizations that you'll meet, but we're also extremely thorough, right?

So it takes time.

We visit every property that we buy.

So it takes time.

So let's just talk about that pipeline, which we define as something that's under contract.

That's visible, that is significant and it's under contract.

So we feel very, very good about continued momentum on the acquisition side.

So let's talk about the shadow pipeline, which I define as something that we are negotiating right now that is also significant and visible.

And I think you will see continued acquisitions at very, very favorable price.

As I've said before -- going forward, as I've said before, we're driven by value of acquisition, not volume of it, right?

So as long as we can create value, we'll continue to acquire.

And if we see that market prices have moved to a place where it doesn't make sense, we will not.

And for -- it could be a lift service, but you can look at our history and you will see that we have exactly done that.

We have moved with market pricing.

And if market pricing has got into a place where we think it doesn't make sense, we sold assets.

So near term, we see a tremendous amount of opportunities by this -- all this disruption in the market.

And we are seeing tremendous opportunity because there are several operators and developers who want to join our platform to access the data that we talked about for several quarters on this call.

So sum it all together, I'm very, very optimistic about capital deployment opportunities at very attractive price in coming quarters.

I show our next question comes from the line of Nick Joseph from Citi.

Are you seeing any of your operators take additional preemptive measures for the Delta variant?

And then are you seeing any recent changes to state or local restrictions?

Thanks, Nick.

Good question.

We have not seen significant changes in the state and local restrictions.

And my comments in my script were more towards kind of the uncertainty around that going forward.

There's obviously a lot of noise around kind of where things may change from where they've been in the last -- the most recent months.

On the operator front, our operators never -- you think about something like a mask mandate.

Our operators never left the mask mandate.

So you think about just the general facility and the way that they've been being run, there has not and likely will not be much of a change, depending on, obviously, the path to virus, but to kind of what's going on in the general public for the last few months because the operators continue to run a very safe stringent environment when it comes to COVID.

I show our next question comes from the line of Jordan Sadler from KeyBanc Capital Markets.

So Shankh, I want to come back to your comment on moving swiftly.

I know it's early and the pandemic is not over, but your bet on seniors housing seems to be playing out better than expected with occupancy improvements accelerating and now REVPOR growth coming through.

How is this impacting your underwriting of new investments?

And even on the asset management side of the portfolio, how is it impacting your thinking?

Thank you, Jordan.

Look, I mean, when we made last year this bet, for example, I'll tell you this is exactly a year, 1-year mark when we first have started this discussion with Oakmont how to grow this business significantly as a partnership.

Yesterday marked exactly 1 year.

The times were scary, right?

I mean, there's no question about it.

Occupancy was falling like a rock.

EBITDA, obviously, was going down materially given on the high operating leverage in the business.

But we had unwavering belief that the product is needed and the consumers will return, right?

That doesn't mean that we knew for sure that will happen.

That's the bet we made and that bet actually made sense on a risk-adjusted basis.

And we talked about that over the last 4 calls.

And I am very pleased as you recognized that, that bet seems to be playing out.

So how is it changing?

Look, at the end of the day, if you -- you have to think about real estate as a game of basis, right?

No matter how good the environment is or how bad the environment is, there's a floor and ceiling of value depending on what it costs to build.

So we are not going out to say, it's all clear.

I think that's fantastic.

Let's just pay prices that are above replacement cost and acquire as much assets because we can because we have a cost of capital, that is how we run this play.

Cost, just we have a cost of capital, our owners have given us a cost of capital.

Our bondholders have given us the cost of capital so that we can accrue value to our owners, not because we want to accrue value to the sellers.

And that is how we have always run this place, and that is how we'll always run this place.

There is no doubt of opportunity.

We're not significantly changing our underwriting and frankly speaking, we're a basis investor, an IRR investor.

So you might say, okay, your long-term 10-year IRR or 15-year IRR really hasn't changed.

Has your near-term growth rates have changed?

Yes, it has.

But that doesn't translate into higher prices because we are still following for the same IRR, and we're still really focused on what the price per unit, price per foot is.

Hopefully, that helps you to get a glimpse of how we underwrite.

I show our next question comes from the line of Nick Yulico from Scotiabank.

Just going back to the senior housing guidance for the third quarter.

Tim, I know you talked about this earlier that it's a little bit hard to predict an acceleration.

But I guess I'm wondering how much did the July numbers sort of impact guidance, right?

Because you're -- I think you said you're up 40 basis points so far in July as of last week.

And I guess I'm just wondering, is that sort of running a little bit slower than June at the end of the day, June was a very strong month.

So I guess we're just trying to figure out kind of the sequential movement on occupancy here, which was strong in June.

And then July feels like it slowed down a little bit.

Maybe you're putting in some conservatism about Delta variant, et cetera.

Maybe just you can unpack that a little bit.

Thanks, Nick.

That's a great question.

And thinking about that relative to -- if you look at the second quarter, as you pointed out, June was a very strong month.

What we've seen coming into July is actually very consistent on indicators like leads and interest in all of the kind of leading indicators that were strong in June that continued in July.

The biggest difference at this point if you look at July 4 holiday was a very low move-in week, which is not surprising to us.

Looking at June, so up 40 were a bit -- more than 40 relative -- or sorry, in July were a bit more than 40 months to date.

At this point in July, we were mid 50s.

So we -- call it 10-plus basis points behind kind of where we were in June.

And we're 10 to 15 basis points ahead of where we were in April and May.

So we're continuing to see this improvement on a trended basis.

We're trying not to read too much into kind of the micro trends.

So I don't think July start really plays a role in our conservatism.

I think you mentioned at the end, uncertainty around Delta variant.

And as I said in my script, inability necessarily forecast given still unprecedented nature of the backdrop, drive a little bit of our view in how we give the guidance there, but it doesn't have as much to do with the start in July.

I show our next question comes from the line of Lukas Hartwich from Green Street.

I have a question for John.

I know you just joined the company, but I'm curious what your key priorities are out of the gate?

Thank you.

Yes, it's day 10.

So my key priority is to seek first to understand aspect of things.

Very excited to be here, but those who know me know I don't give out my playbook.

So I'm definitely not doing that.

But very excited, see a lot of opportunity, amazing people here.

Shankh is obviously amazing, and that's as much as I'm going to give you today.

I show our next question comes from the line of Derek Johnston from Deutsche Bank.

Back to the capital deployment front, are you changing or getting creative with the mix, specifically in SHO, how are you viewing independent living versus assisted living opportunities?

And how do the valuations vary in the private markets for each segment or versus replacement costs today and of course, Well's appetite for each?

We are actually not changing the criteria.

It is usually the replacement cost of assisted living for a like-for-like location is higher, sometimes significantly higher.

But we always invest capital relative to what the replacement cost is.

IRR targets are not different.

I will tell you that we have a general propensity to go with a micro market with a strong operator who have a strong hold on a product type.

Going forward, as you think about, I said this before, our portfolio has a barbell approach.

We want to be at a high price point high service areas, high service products in great barriers to high barriers to entry market, or we want to be on the lower sort of approachable end of lower price point, low service, right?

That's kind of what our barbell approach is, and we have not changed that.

So there is a lot of creativity in the shop.

But usually, that's not around just a product selection, that's around where you want to play in the capital structure, how you want to structure transaction that is not just one transaction and then done.

For example, we like to build these growth vehicles that we've continued to talk about.

This quarter, we talked about Oakmont and Aspect.

But as you can see, if you go back and look at 5 quarters ago or 6 quarters ago, we probably talked about Bremner organization.

And you see this quarter, we started $100-plus million of MOBs, right?

So our job is not only to see, okay, where can we get that sort of the play, set of play right now, which is the deep value end of the play, but also create these growth vehicles that create -- that changes the growth rate through the cycle, right?

That's what we are focused on.

And I'll be honest with you, Derek.

I'm very, very proud of this team that has created, I think this company will have unprecedented growth that will be unmatched in its history.

And I think it is relatively understood the cyclical sort of bounce of that, but I think it is fairly, fairly misunderstood on what this cycle can look like.

I show our next question comes from the line of Connor Siversky from Berenberg.

Great quarter.

A bit of an abstract question, maybe.

So operating under the assumption that the target demographic for seniors has a lot of net worth tied up in home equity.

If we were to potentially see a blip in the housing market as prices maybe come off peaks, could that translate into some kind of transitory impacts on rate or REVPOR?

Or do you think the demand environment currently is strong enough to offset that kind of dynamic?

If you believe that housing prices can come down 50%, which I think is how much is up in last few years, right, 3, 4 years in many, many places, then yes.

But also remember that you were talking about people who have bought their houses in the '80s and '90s, right?

They're sitting on a significant amount of household sort of net worth that should not impact.

I will give you -- go back and look at how assisted living has done, senior housing in general has done in the -- during the global financial crisis, where you got a massive crash of housing prices and see how the asset class has done.

Just as a hint, I think that was -- senior housing was one of the best-performing asset class through the global financial crisis, through that housing part.

So that should give you some hint.

I'm a student of history.

Every cycle is different.

I'm not going to sit here and pontificate how much that might play out.

But I will tell you that housing has an impact on many aspects of the economy, and it has a particular impact because senior housing is and it's not an income play, it's an asset play.

And mostly, it is an housing type of an asset play.

But remember, who is your customer, it's an 85-year-old, and she's sitting on a house that probably she bought in 1988.

I show our last question comes from the line of Daniel Bernstein from Capital One.

I guess I just wanted to see if we could drill down a little bit into the Canadian asset leading indicators.

I mean, that has trailed a little bit and your numbers would have been even better than then you had posted if Canada had been -- had performed.

So I just wanted to see if we could drill down a little bit on what's going on with the tours, leads, some of those leading indicators on the Canadian seniors housing.

Okay.

So Dan, I mentioned this in my prepared remarks, April and May, we have seen that drag that you're talking about really populated out in June.

We've seen almost doubling up in personal tours, et cetera, in June.

Canada, by and large, opened up significantly in the beginning of July.

So we are seeing that is starting to reflect and we expect that Canada will catch up, right?

So sort of it's a drag today.

But I would expect that you will see some significant sequential improvement in Canada as we get through the rest of the year.

Tim, do you want to add anything?

Yes, in July, Shankh mentioned tours interest, we've seen actually tours and inquiries reach 2019 levels.

So if we look at how the recovery occurred in the U.S., there was about a month lag before -- between when we kind of saw that start to happen in February, end of February when we started to see occupancy turn.

So not saying it will follow the same pattern.

But we've seen first kind of a flattening of the decrease in occupancy.

And then we've seen these leading indicators move.

So we're certainly hopeful that we'll start to see those fundamentals turn here in the third quarter.

This concludes our Q&A session and today's conference call.

Thank you all for participating.

You may now all disconnect.

Everyone, have a good day.