Welltower Inc (WELL) — Q2 2021 Earnings Call Transcript

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 Shankh for his remarks. Shankh?

Thank you, Matt, and good morning, everyone. I hope that 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 the second quarter, which clearly exceeded our expectations. Momentum in the U.S. continued to be strong, with lead generation returning to pre-COVID levels, resulting in a 280 basis points occupancy gain in the quarter, and the UK remains resilient, despite the rise in Delta variant cases driven by younger cohorts. Though we are monitoring the situation closely, we have seen very little impact on the portfolio so far, as UK case counts more broadly appear to be decreasing rapidly after a recent spike. While Canada was a drag on occupancy, we are 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 moving restrictions and are now permitting in-person tours. For our overall portfolio, June was a particularly impressive month with move-ins exceeding 2019 levels for the first time since the beginning of the pandemic. I'm also encouraged that our operators were able to achieve these occupancy gains while holding rates, reflecting the need-based nature of our asset class and the strong value proposition of this business. Year-over-year same-store revPAR is up 3.2% across our assisted living properties, 2.8% across our independent living properties, and 5.3% across our wellness housing communities. The strength in same-store revPAR was primarily driven by our highest-end luxury products 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 show 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're pleased to report that we not only achieved $71 million towards this total goal in one quarter, but also added another $29 million potential upside through the second quarter of acquisition and development deliveries. Going forward, we'll 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 high rates and return to frictional vacancy, which is mid to high single digits. Turning to capital allocation, last fall when we made a significant pivot from defense to offense, we made an explicit bet that consumers will return to this new trend business with 400 basis points of occupancy ramp in the U.S. from March trough with healthy rates; it appears that we're on the right side of that bet. Over the past three quarters, we have deployed $4 billion of capital 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 hypotheses 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 from a capital deployment perspective, having closed approximately $1.4 billion of growth investments. Q3 will likely top Q2, and we anticipate that it will be another record quarter of investment activity for the company. We've started Q3 with a bang, and so far in July, we've already closed $230 million of gross investment and expect our previously disclosed Holiday transaction to close in the 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 operating partners and is supported by our data analytics platform. Our COVID class, which I define as anything we bought when turning 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 be on average $16.6 million per community or $161,000 per unit, which we believe represents a significant discount to replacement costs. The pipeline remains 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 a more approachable end of the senior living spectrum, with the addition of six more combination AIL assets for a total consideration of $1.58 billion or $152,000 per unit. Our base remains compelling even after our anticipated investment of $1.5 million to $2 million of CapEx per community to bring them to tomorrow's standard. While the lease-up of this portfolio from the compelling basis should generate a double-digit unlevered IRR, we believe there are 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 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 six AIL buildings under the Atria platform; and four, there are at least five 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 will have a completely renovated portfolio at roughly out-going basis, which will enhance our IRR materially. Moving forward from Holiday, I’d like to make operative-specific comments on this call. First, while we continue to be encouraged by Jack Callison's progress at Sunrise, Jack is refocusing the organization as a premier Senior Living brand in North America. We are excited about this focus growth strategy and 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 we believe we’ll have many opportunities to grow together. In the UK, the Sunrise platform and portfolio will be acquired by Signature and Care UK. Signature is an existing Welltower operating partner which runs our high-finish communities in the UK. 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 UK. With the addition of 81 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 always aspired to in the UK is beginning to take shape. We're very excited about Care UK's technology and management platform. We're also thrilled to welcome 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 her team is expected to result in nearly doubling our time 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 our 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've recapitalized 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 companies. We're already on our first development together, which will be a 60,000 square foot outpatient medical building located in 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 Retail Health System. The total development cost for phase one of this multi-phase development is expected to be in excess of $100 million, consisting of 181,000 rentable square feet 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 serve as the foundation for our core belief that centralized capital allocation and decentralized execution release entrepreneurial energy while keeping costs and politics at bay. We are very proud that we have formed 50 new operator and development relationships since the beginning of the pandemic and we have a handful more in the works. The implications of our rapidly growing operator and development platform are vast, including a network effect, whereby the addition of more operators creates an exponentially richer dataset, and thus strengthens our attractive analytics platform. This dramatically enhances the informational advantage we already possess through our best-in-class analytics platform, which forms the basis of our capital allocation decisions. Needless to say, these relationships create the foundation for significant capital deployment opportunities, as each one of them are attractive vehicles on their own right. This Lollapalooza effect of intertwining our 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 indicates that we're on our way to deleverage organically as senior housing properties unfold. Overall, we're very happy with our execution so far this year to create cost share value for our shareholders. We're cautiously optimistic about the fundamental environment, and excited about our opportunities to acquire and develop talent, create new relationships, and attract quality partners, which will result in both internal and external growth for years to come. After retooling our assets and portfolio operators, and building a formidable predictive analytics platform and talent base, and growing with conviction following two 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.

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, balance sheet liquidity. At the time of our last earnings call on April 29, we were six weeks into an occupancy recovery in our senior housing operating portfolio, which has seen total portfolio occupancy increase 67 basis points from March 12 lows or an average increase of 11 basis points per week. In the 13 weeks that have followed, we've 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 UK 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 UK catches up to the US. Looking forward, despite the uncertainty around the path of COVID in the near term, particularly the spread of the new variants, we continue to gather evidence that the vaccines are exceptionally effective at protecting our residents and staff from this evolving virus, and we gain confidence that the permanent demand impairment thesis surrounding the senior housing asset class in much of the last year and a half is becoming significantly less probable. Now, turning to the quarter, Welltower reported net income attributed to common stockholders of $0.06 per diluted share, and normalized FFO of $0.79 per diluted share. First 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 recognize an additional $4.9 million in reimbursement payments for similar programs in Canada and the UK. 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 reported one quarter in years. These statistics reflect the trailing 12 months ending March 31, 2021. Importantly, our collection rates remain high in the second quarter, having collected 95% of triple-net contractual rent during 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 continued to be compared against prior year full contractual rent received. And trailing 12 months EBITDA coverage was 0.89x. As I've stated in the past, the timing and scope for 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 four months of recovery, we've observed occupancy and EBITDA trends within this portfolio that are in line with our U.S. and UK operating portfolios. As these recovery trends strengthen, the solvency risk for operators has decreased in tandem. 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 continues 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 witnessed trailing 12 months EBITDA coverage of 1.29x. In the quarter, we transitioned 40 of the 51 planned Genesis transition assets to new operators, including nine PowerBack assets transitioned to ProMedica, with the remaining 11 set to transition in the third quarter. Thirty-five of these assets are expected to be disposed in the third quarter. With the expected third quarter Genesis dispositions and the $75 million sale in the Altech portfolio in the quarter, Welltower's percentage placed NOI generated from the 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 are comprised by ProMedica Senior Care joint venture with the ProMedica Health System, exhibit same-store NOI growth of positive 2.7% year-over-year, and trailing 12 EBITDA coverage stands at 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 recovery. Occupancy in our same-store portfolio ended the quarter at 94.8%, a 20 basis points sequential increase versus the first quarter. The strong growth is driven by executed new leasing totaling 178,000 square feet, the highest quarter since the fourth quarter of 2019 and supported by 94% retention in the quarter. That's consistent renewal activity paired with reduced vacancies. Also during the quarter, we delivered one purpose-built medical office building at the Maimonides Medical Center in Brooklyn, along with the two recently converted Stanley MOB in Charlotte with Atrium Health. These buildings sold 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 UK operating platform to two local operators, Signature Senior Lifestyle and Care UK. We're excited to take this opportunity to deepen our local operator relationships. The Sunrise UK portfolio consists of 46 predominantly private-pay properties located primarily in southern New England. The portfolio is being split largely by geographic focus, with properties located in Greater London moving to Signature, a premium operator with whom Welltower has had a relationship since 2012. The rest of the properties are moving to Care UK, a new member of the Welltower operating family and the fourth largest independent care home operator in the UK with a focus on the private-pay market. Regarding 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, which means they will go through financials in the quarter they're received. We are normalizing HHS Funds out of our same-store metrics; however, along with any other government funds received, they're not matching expenses incurred in the period they're received. In the second quarter, there were 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% compared to 2Q 2020, driven by a 670 basis points 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 a 190 basis points taking place in the second quarter. The occupancy recovery and the accompanying operating market expansion have created an inflection point for bottom line results. 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 points increase in average occupancy and a sequential monthly revPAR 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 since this is more relevant to trends in the current operating environment. The 40 basis points sequential decline in operating costs was driven mainly by lower COVID costs, as case counts remained near zero for all of the second quarter after spiking meaningfully in the first quarter. Costs were also driven lower sequentially by seasonal utility costs, as spring and early summer have lower utility costs relative to Q1. The net result is resilient rental rates and rebounding occupancy combined with a decrease in total expenses, with a sequential margin improvement in our same-store pool of 180 basis points to 21.2%. Looking forward to the third quarter, starting with July quarter-to-date data, we've already observed a 40 basis point increase in occupancy through July 23, with the U.S. and UK up 60 and 30 basis points respectively while Canada remains flat. Despite the strength of recovery so far, particularly in the U.S., we remain cautious not projecting the acceleration in trends from the second quarter to the third quarter, given the continued lack of historical precedence with which to forecast and the uncertainty around COVID variants. Despite seeing promising resilience in our UK portfolio over the last month, the surge in 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're currently projecting an approximate 190 basis point increase in occupancy from June 30 through September 30. We expect revPAR 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 in sequential changes will be expected flow-through margins in the mid-60s, inclusive of the seasonal utility increase and mid-70s normalizing for the seasonal 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 five basis point improvement from pricing under our previous revolver. The facility was supported by 31 incumbent and new banks, highlighting the incredible support of our banking partners. On June 28, we completed the issuance of $500 million in senior unsecured notes due January 2029, bearing interest at 2.05%. Proceeds from the offering were used to pay down borrowings in 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 on a 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 just beginning of the second quarter via 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've sold a total of 22.3 million shares of common stock via forwards 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 in gross proceeds. 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 7.13x debt to EBITDA adjusted for HHS. Last quarter, I highlighted the impact of the recovery in senior housing fundamentals on the 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 drives the entirety of the HHS adjusted improvement in debt to EBITDA. The total portfolio occupancy sits at 74.6% at quarter end, 12.6% below pre-COVID levels and approximately 16.6% below peak levels achieved prior to last decade’s supply wave. We believe the stage is set for powerful EBITDA recovery as occupancy upside occurs alongside margin expansion from a very depressed base. Lastly, moving to our third quarter outlook; last night, we provided an outlook for the third quarter of net income attributed to common stockholders 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 UK and Canada. So in 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 data period benefits of both programs as well. On this comparison, the midpoint of our third quarter guidance of $0.78 per share represents a $0.035 sequential increase from 2Q. The $0.035 increases are 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, and a $0.05 increased NOI from recently converted development, mainly from two 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 $0.01 dilution from shares settled in the second quarter. And with that, I'll turn the call back over to Shankh.

Thank you, Tim. I wanted to conclude by expanding on a team that I mentioned before. We're engaged in two small transactions with two other REITs in our sector that are not material to either company involved. We are buying a handful of assets in one transaction and selling a handful of assets in the other transaction. The dollar amounts involved are too small to mention 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 on is an emerging theme amongst public REITs: that life doesn’t have to be a zero-sum game. With that, operator, we will open it up for questions.

Thanks so much and good morning, everyone. I guess Shankh and Tim, the one thing that sort of surprised me was the revPAR 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'd be more discounting. So I guess just on the expense side, two questions. One, did this surprise you? And what drove that? And second, if this revPAR continues into the next few quarters, what does that say about sort of the margin and the cash flow recovery into '22? Thanks.

Vikram, I'll try to take a stab at that. So did it surprise us? Yes, it did. If you think about last quarter's call, I said despite all the noise of discounting, our operators have a very special product and a very special value proposition that they’re just 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 products in coastal markets. Do we expect it to continue? Yes, we do. In fact, as Tim pointed out in his prepared remarks, we expect that to accelerate into Q3. From the perspective of the stage being set for a very powerful recovery of margin and cash flow increase as we come through, but we're very excited about what's going on. At the same time, there's a lot of uncertainty; we're not in this for next quarter or next month. This is a long-term business. We're excited about what we're 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 is needed, and the consumers will be back, and we're seeing that.

Thanks. Good morning. I wanted to start with a quick clarification on your occupancy guidance. When thinking 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 using about Q1 and Q2. In the first quarter, because of the decline in occupancy, we saw that lasted for two and a half months of the quarter, we actually finished for spot occupancy below average occupancy in Q1. We have the opposite effect in Q2, where the increase typically in June has driven spot occupancy above average for the second quarter. So thinking about our spot occupancy guidance to 190 basis points, it equates to a 210 basis points change from Q2 to Q3.

Yes, good morning, everyone. Just kind of curious to hear about your MOB pipeline, and whether there are other sharp operators out there you'd be interested in working with?

Josh, thank you for that question. Our MOB pipeline, if you're asking about acquisitions, that pipeline is zero. If you're asking about development pipeline, it's actually a million plus square feet fully leased. We continue to believe that the pricing we're seeing in the MOB market doesn't make any sense from our long-term 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 sharp local operators? Absolutely, yes. But it’s purely on a transactional basis. We have not a lot of interest in that space right now. We think the opportunity to flood capital and make a significant amount of return for our shareholders in the senior housing space is compelling. That's where our capital deployment opportunities in the near term will be focused on.

Yes, thanks. Good morning. Shankh, I was just wondering if you could talk about what your operator policies are with respect to vaccination. There's been a lot written about healthcare workers not wanting to get vaccinated, and I just wonder, does this create any hang-up in terms of move-ins or when you're marketing assets? Maybe just kind of provide a broad update on 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 hang-ups on move-ins, the effectiveness of the vaccine and the lack of cases we've seen in the buildings across all three of our geographies at this point is really prompting the marketing around the operator policies. That being said, a large majority of our employees at the property level are vaccinated, along with 90% of our residents. So, it’s a highly vaccinated facility environment across the board.

Yes. Thanks. I wanted to go back to the revPAR 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, are changes generally more muted on both the downside and upside? Or can we expect the total portfolio to generate significantly stronger revPAR growth once occupancy comes back to stabilization?

Mike, that's a very good question. Now you're asking me to speculate, so I will speculate; if you think about the occupancy as we get back 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 these quarters or this particular quarter. Let me remind you through the supply cycle, sort of call it from 2015 to 2019, when our occupancy has gone down, we still raised rates about 4% in the face of a supply cycle, which I expect the setup is completely different this cycle or decade forward where you have better demand and probably a better environment for supply as well. Should we see, once stabilization happens, greater pricing power? We absolutely should. But it remains to be seen. One of the things that we are interestingly watching is that very tight correlation of housing price appreciation and pricing power in the senior housing industry. We have seen a significant increase in record household 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.

Thanks, good morning. 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're the REIT, senior housing REIT relative to your peers like it or not, at least for now. I'm curious as you’re underwriting deals, 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 good question. We continue to believe, as I said before, that you will see some supply, but you will not see this cycle be as robust. We believe that supply will chase demand instead of demand chasing supply, like you've seen last decade. If we see no supply, we have bigger issues; that says that we’re the only people who actually see the business while everybody else is missing out. But I wouldn't react to short-term, high-frequency data on these things because this data obviously comes with a lot of errors and noise. The similar types of data that you have supplied would have told you that occupancy for us for the quarter would be down with negative pricing, and that clearly didn't happen. So I wouldn't react too much to the high-frequency data from one or two providers. I'll tell you that we are looking at a lot of development, and they're very, very hard to pencil out; they are very hard to pencil given feasibility rents remain between 20% and 30% below depending on different markets. That’s just a question of how much rents have gone down, costs have gone up, and a high-frequency indicator like lumber price on a Bloomberg screen doesn’t tell you that it has changed significantly. You have to look at our long-term average and people's ownership, and that hasn’t shown up yet. Will it show up? It probably will show up at some point. But at the same time, you’re seeing a lot of other costs go up. The country is significantly undersupplied on overall housing, and you will see housing starts continue to go up with the demand of different materials. A lot of lessons have been learned on the bank side; many people have lost money in this space. A lot of equity has lost money, and you can clearly see why we’re buying new products at significantly below replacement cost. The gap between where we're buying, call it $0.60 on the dollar and the $1 if somebody lost a lot of money, clearly these lessons will be remembered in the near term as the demographic catch up. But we are very much aware of what you're saying; this is why we're so focused on price per unit. I made the point during my prepared remarks that we're not willing to buy anything and everything, even if we think it's a decent deal. In many cases, a lot of these things need to go right over a period of time for us and our shareholders to make money, and that's not the kind of investment we make.

Hey, good morning. I do agree with Rich that you are the senior housing REIT, but I want to ask about the health system portfolio. What happened to EBITDA coverage there? I see it's one and a quarter turns now compared to 1.9 last quarter. Could you also maybe talk about exposure to operators at less than one times EBITDA coverage without naming names? Are there any ongoing discussions with operators for maybe rate deferrals or transitions across your triple-net segments? Thank you.

Thank you, Jonathan. So first, coverage came down for obvious reasons, right? You're still remembering that NOI has troughed last quarter, and it’s still coming down, right from a trailing four-quarter basis is how you report coverages, which means the better quarters are getting out of the numbers and the worst quarters are coming into the numbers. In a normalized and stabilized environment, coverage should give you the state of the business. At inflection points like this, where you’ve got sharp decreases and sharp increases, it does not give you the state of the business. Just like our other offerings, the operators within that segment, 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 too deep into this, because frankly speaking for our investors, ProMedica's coverage is a huge metric for us. As I told you before, ProMedica's rent is guaranteed by the health system, the mother ship at the top end, right? So the coverage really is an irrelevant metric for our investors. However, having said that, let me make some observations about that topic. Revenue if you think about versus second quarter was the highest actually for ProMedica in the last five quarters. They have seen significant increases, sequential increase in occupancy, just this quarter, about 400 basis points in that skilled nursing business. And you know what is going on here is Midlock, as we and ProMedica are in the process of selling a bunch of assets, right? And that asset base is going through a negative EBITDA as I talked about before when we announced the deal, and that’s still flowing into the overall numbers and creating significant noise. Also on the same side, we’ve added nine PowerBack buildings that are getting integrated. So you have a lot of noise happening. I will tell you, let’s take a step back and think about what the business is trending. As I said, the second quarter’s revenue was actually the highest in the last five quarters. The business is getting better. ProMedica's senior care team is doing exactly what we laid out that they would do which is creating new partnerships with different systems; we announced it, they announced a new partnership with MetroHealth in Cleveland, and there’s another one they signed a joint venture, which I’m not at liberty to name at this point, it's a premier system in the country; the business is moving forward. From a standpoint of your second question, I think Tim touched on it. We have told you before that we believe that our leases are backed by a material amount of credit and assets owned in joint ventures 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 in that statement is getting stronger and stronger every day. That’s about as much as I’m willing to talk about any specific operator on this call. Thank you.

Oh, hi. My question was just answered. Thanks.

Hi, thanks for the time. Just curious about the acquisition pipeline. You guys have done a tremendous amount of work and heavy lifting; kudos to you. But the market’s always about what comes next. Just curious on your views of what's in the pipeline going forward? How long do you think you can take advantage of this COVID dislocation? For the deals that you’re striking now, how should we think about when those were negotiated? I’m not sure you could talk to Holiday more broadly about when those deals were really struck versus just to think about that runway for future discounted 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 metric, 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 that when we talk about acquisitions, unlike many companies, we don’t talk about what's under contract unless it is a very large transaction that shareholders should know about. The holidays are a good example. The $4 billion or so of class COVID transactions that we've closed, we could have given you a significantly higher number of transactions we've turned 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, have agreed on a transaction and it’s going through the process. Transactions take a long time to close, as you know; we’re pretty quick; we are quicker than probably most other organizations that you will meet but we're also extremely thorough. So it takes time; we visit every property that we buy. So let’s just talk about that pipeline, which we define as something that’s under contract and that is significant and under contract. We feel very, very good about the continued momentum in the acquisition side. Let’s talk about the shadow pipeline, which I define as something that we're negotiating right now, and that is also significant and visible. I think you will see continued acquisitions at very, very favorable prices. As I've said before, we’re driven by value of acquisition, not volume of it. So as long as we can create value, we will continue to act. If we see that market prices move to a place that do not make sense, we will not. And it could be lip 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 got to a place where we think it doesn’t make sense, we sold assets. So near term, we see a tremendous amount of opportunities brought about due to all this disruption in the market.

Thanks. Are you seeing any of your operators take additional preemptive measures with the Delta variant? Are you seeing any recent changes to state or local restrictions?

Hi, Nick. Good question. We have not seen significant changes at the state level restrictions. My comments in my script pertain to the uncertainty around that going forward. There’s obviously a lot of noise concerning where things may change and how they've been in the last few months. With respect to the operators, they’ve maintained a mask mandate. The operators have not removed that. So the general facility way of operating has remained constant; they continue to run a very safe, stringent environment with respect to COVID.

Thanks, and good morning, guys. 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 revPAR 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 your one year mark when we first started this discussion with Oakmont and how to grow this business significantly as a partnership. Yesterday marked exactly one year. The times were scary; I mean, there’s no question about it. Occupancy was falling, like a rock, EBITDA obviously was going down materially given the high operating leverage in the business. But we had unwavering belief that the product is needed and that consumers will return. That doesn’t mean that we knew for sure that will happen, but that was the bet we made, and that bet actually made sense on a risk-adjusted basis. We talked about that over the last four calls, and I am very pleased to recognize that bet seems to be playing out. So how is it changing? Look, at the end of the day, if you think about real estate, it’s a game of basis, right? No matter how good or how bad the environment is, there’s a floor and ceiling of value depending on what it costs to build. We are not going to say that it's all clear, and things are fantastic, and let’s pay prices above replacement costs to acquire as many assets as we can; we can’t, because we have a cost of capital. That is not how we run this place. We have a cost to 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 create value for our owners, not because we want to accrue value to the sellers. That is how we have always run this place, and that is how we will always run this place. There is no dearth of opportunity. We’re not significantly changing our underwriting, and frankly speaking, we are basis investors and IRR investors. You might say, okay, you’re long term in 10-year IRR or 15-year IRR really hasn’t changed, but has your near-term growth rates changed? Yes, it has. But that doesn’t translate into higher prices because we’re still solving for the same IRR. We’re still really focused on what the price per unit is.

Thanks. 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 hard to project acceleration. But I guess I'm wondering how much did the July numbers impact guidance? I think you said you're up 40 basis points so far in July. I guess I'm just wondering if that’s running slower than June? June was a very strong month, and July feels like it’s slowed down a little bit. Maybe you’re putting in some conservatism about Delta variant, et cetera. Could you just unpack that a little bit?

Thanks, Nick. That’s a great question. When you think about the second quarter, as you pointed out, June was a very strong month. What we’ve seen coming into July is actually very consistent. Indicators like leads and interest, all kinds of leading indicators that were strong in June continued in July. The biggest difference at this point around July 4, was a very low moving week, which is not surprising to us given how we look at June. So, being up 40, we’re a bit more than that month-to-date in July; we were mid-50s, so we’re up 10 plus basis points from where we were in June. We’re consistently 10 to 15 basis points ahead of where we were in April and May. So, we’re continuing to see that improvement on a trended basis. We’re trying not to read too much into the microtrends. I don’t think July’s start really plays a role in our conservatism. I think you mentioned uncertainty around the Delta variant and the much inability to necessarily forecast, given still unprecedented nature of the backdrop drives a little bit of our view in how we give guidance, but doesn’t have as much to do with the start in July.

Thanks. 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 all aspects of things. I’m very excited to be here, but those who know me know I don’t give out my playbook. So definitely not doing that. But I’m very excited to see a lot of opportunity. There are amazing people here, and Shankh is obviously amazing. That’s as much as I’m going to give you today.

Good morning, everyone. Just back to the capital deployment front. Are you changing or getting creative with the mix specifically in the Show? How are you viewing Independent Living versus Assisted Living opportunities? And how do the valuations vary in the private markets for each segment versus replacement costs today? And of course, what's WELL’s appetite for each?

We're actually not changing the criteria; it’s usually the replacement cost of assisted living for like-for-like, location is higher, sometimes significantly higher. But we always invest capital relative to what the replacement cost is and IRR targets are not different. I will tell you that we have a general propensity to go with micro markets with strong operators who have a stronghold on a product type moving 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 entry markets, or we want to be on the lower sort of approachable end of the spectrum at lower prices. That's typically what our barbell approach is. We haven’t changed that, so there are a lot of creativity in the show, but usually that's not around just product selection; that's around where you want to play in the capital structure high on structural transactions that are not just one transaction and done. For example, we like to build these growth vehicles; we will continue to talk about this. This quarter we talked about Oakmont and Aspect, but if you go back and look five quarters or so ago, we probably mentioned Bremner organization. This quarter we started $100 million plus MOB piece. Our job is not only to see where can we get that sort of the state of play right now, which is the devaluation end of the play, but also create these growth vehicles to create the interchanges and growth through the cycle. I’m very proud of this team for creating what I think will be a company with unprecedented growth that will be unmatched in its history.

Good morning, everybody. Thanks for having me, and great quarter. A bit of an abstract question. Assuming the target demographic for seniors has a lot of net worth tied up in home equity; if we were to see a blip in the housing market as prices come off peaks, could that translate into some kind of transient impact on rates or revPAR? Or do you think the demand environment is currently strong enough to offset that dynamic?

If you believe that housing prices can come down 50%, which I think is how much it’s up the last few years, then yes. But also remember that you're talking about people who bought their houses in the 80s and 90s; they’re sitting on a significant amount of household net worth. I’ll give you an example: go back and look at how assisted living and senior housing in general performed during the global financial crisis, where you got a massive crash of housing prices, and see how the asset class did. Just as a hint, I think that was senior housing was one of the best performing asset classes through that global financial crisis during that housing bust. 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 it might play out. I will tell you that housing has an impact on many aspects of the economy. It has a particular impact because senior housing is not an income play; it’s more of a housing type of play, but remember who your customer is: it’s an 85-year-old and she’s sitting on a house that she probably bought in 1988.

Good morning. I guess this one 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 had it not been for Canada. 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 Canadian senior sales.

Okay, Dan, I mentioned this on my prepared remarks in April or May; we have seen that drag that you’re talking about. It really populated out in June; we’ve seen almost doubling of in-person tours, etc. in June. Canada, by and large, opened up significantly in the beginning of July, so we are seeing that it’s starting to reflect. We expect that Canada will catch up. Sort of it’s a drag today, but I would expect that you’ll see some significant sequential improvement in Canada as we get through the rest of the year. Tim, do you want to add anything on that?

Yes, I’ve said in July, I’ve mentioned that tours and inquiries have actually reached 2019 levels. From how the recovery occurred in the U.S., there was about a month lag time between when we started to see occupancy turn. Not saying it’ll follow the same pattern, but you’ve seen first kind of flattening of the decrease in occupancy, and then we’ve seen leading indicators move. We’re hopeful that we will start to see those fundamentals turn here in the third quarter.