Ventas Q3 2021 Earnings Report

Ventas EPS Results

• Actual EPS: $0.16
• Consensus EPS: $0.05
• Beat/Miss: Beat by +$0.11
• One Year Ago EPS: $0.75

Ventas Revenue Results

• Actual Revenue: $976.10 million
• Expected Revenue: $924.40 million
• Beat/Miss: Beat by +$51.70 million
• YoY Revenue Growth: +6.20%

Ventas Announcement Details

• Quarter: Q3 2021
• Date: 11/5/2021
• Time: Before Market Opens
• Conference Call Date: Thursday, November 4, 2021
• Conference Call Time: 8:00PM ET

Ventas (NYSE:VTR) (NYSE: VTR) is a real estate investment trust (REIT) that specializes in healthcare-related real estate. The company acquires, owns and manages a diversified portfolio of properties serving the healthcare continuum, including senior housing communities, skilled nursing facilities, medical office buildings, life science and research centers, and other properties leased to healthcare providers and operators. Ventas generates revenue through long-term leases, property management and selective development activities focused on meeting the real estate needs of the healthcare sector.

Ventas’ business model combines property ownership with active asset management and capital markets activity. The company leases space to a range of tenants that include senior living operators, healthcare systems, and research organizations, and it pursues a mix of ownership structures such as wholly owned properties and joint ventures. In addition to traditional real estate ownership, Ventas has historically provided structured financing and capital solutions to healthcare operators as part of its broader strategy to support operator stability and portfolio performance.

Founded in the late 1990s, Ventas has grown into a large, publicly traded REIT focused primarily on North American healthcare real estate, with additional selective investments in other developed markets. The company emphasizes portfolio diversification across property types, geographies and tenant relationships, and it pursues acquisitions, dispositions and strategic partnerships to reposition assets and create long-term value. Ventas is overseen by an experienced management team and board of directors that guide its capital allocation, risk management and operational strategies in the healthcare real estate sector.

Ventas Q3 2021 Earnings Call Transcript

Key Takeaways

• Ventas delivered normalized FFO of $0.73 per share in Q3, placing it in the upper half of guidance due to stable portfolio performance and a $0.04 bond prepayment fee.
• Same-store senior housing occupancy rose roughly 600 basis points since March 2021 and turned positive year-over-year for the first time post-pandemic, although elevated labor and agency costs spiked in September and are factored into Q4 guidance.
• Medical Office (MOB) and Life Science R&I segments—comprising one-third of NOI—drove robust growth with same-store NOI up 3.2% and 7.1% respectively, MOB occupancy at 91.3% and tenant retention at 91%.
• Ventas completed about $2.5 billion of independent living acquisitions, invested $300 million in MOB assets and began a $500 million life science development, while recycling $1 billion via dispositions and reducing $1.1 billion of debt.
• Fourth-quarter guidance forecasts normalized FFO of $0.67–$0.71 per share, flat same-store SHOP NOI, occupancy gains of 80–90 basis points and assumed grant receipts amid ongoing labor headwinds.

Presentation

[Operator]

Good day, and thank you for standing by. Welcome to the Ventas Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one on your telephone. Please be advised that today's conference is being recorded. If you require any further assistance, please press star zero. I would now like to hand the conference over to your host today, Sarah Whitford. Please go ahead.

[Sarah Whitford, Director of Investor Relations at Ventas]

Thank you, Elisa. Good morning and welcome to the Ventas Third Quarter Financial Results Conference Call. Earlier this morning, we issued our third quarter earnings release, supplemental, and investor presentation. These materials are available on the Ventas website at ir.ventasreit.com. As a reminder, remarks made today may include forward-looking statements, including certain expectations related to COVID-19 and other matters. Forward-looking statements are subject to risks and uncertainties, and a variety of factors may cause actual results to differ materially from those contemplated by such statements. For a more detailed discussion of those factors, please refer to our earnings release for this quarter and to our most recent SEC filings, all of which are available on the Ventas website. Certain non-GAAP financial measures will also be discussed on this call.

[Sarah Whitford, Director of Investor Relations at Ventas]

For a reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental posted on the investor relations section of our website.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Thanks, Sarah, and good morning to all of our shareholders and other participants, and welcome to the Ventas Q3 2021 earnings call. I'm so happy to be hosting this call in person with my trusted colleagues for the first time since early 2020. Ventas delivered positive results in the third quarter, saw outstanding sequential SHOP average occupancy growth, benefited from its large medical office, life science, and healthcare triple-net businesses, and executed on its investment priorities, delivering $0.73 of normalized FFO per share, which is in the upper half of our guidance range. Our same-store SHOP portfolio increased rate and grew occupancy at record levels in Q3, despite the high incidence of COVID-19 in the broader environment. Occupancy in this portfolio has now increased for 8 consecutive months through October.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Demonstrating powerful demand, our U.S. same-store shop portfolio has increased occupancy 750 basis points since mid-March 2021, lifting the entire same-store shop portfolio nearly 600 basis points during the same period. I'm also encouraged that our year-over-year shop occupancy turned positive for the first time since the onset of the pandemic. A robust senior housing recovery is well underway, but as we stated, it may not progress in a straight line. Consistent with macro trends, and as we anticipated in our last call with you, the pandemic has created a tight labor market, resulting in labor cost pressures that accelerated in September. Looking ahead, we expect to see meaningful revenue increases in the first quarter of 2022 and improving pricing power.

[Debra A. Cafaro, Chairman and CEO at Ventas]

At a macro level, many economists forecast that labor force participation will expand from its current low rate for a variety of reasons. These factors should cause current conditions to ease considerably over time. Even more importantly, Dr. Scott Gottlieb, who has been consistently the most accurate expert throughout the pandemic, stated today that the COVID-19 pandemic is effectively behind us in the U.S., given all the tools we now have to combat it, including Pfizer's new treatment. If Scott continues to be right, it is a momentous day for all of us. We continue to be delighted that one-third of our business consists of medical office, outpatient, and life science, research and innovation. Our operational initiatives in medical office and aggressive capital deployment in life science are providing reliable growth and value creation for our enterprise and stakeholders.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Reactive with $3.7 billion of investments announced or closed year to date. Senior living, selective private medical office building opportunities, and life science R&I. Let me highlight a few new investments we've made. We've completed $2.5 billion in independent living investments, including our accretive acquisition of New Senior's 100-plus independent living communities at an attractive valuation, well below replacement cost. A six-community Canadian senior living portfolio with one of the New Senior operators, Hawthorn. In medical office, we've completed or announced $300 million of investments. First, establishing a new relationship with industry leader Eating Recovery Center, we acquired a class A asset under a long-term lease in this rapidly growing sector. Second, by acquiring our partner PMB's interest in the Sutter Van Ness trophy MOB in downtown San Francisco.

[Debra A. Cafaro, Chairman and CEO at Ventas]

We now own 100% of this asset at a 6% yield. With 92% of the MOB already leased, we intend to capture additional NOI growth and value. Finally, we intend to expand our relationship with Ardent Health Services by acquiring 18 of their 100% leased medical office buildings for $200 million by year-end. On our third capital allocation priority, we are delighted to announce that we have commenced development of a 1 million sq ft life science project anchored by premier research university, UC Davis, with our exclusive partner, Wexford. Purpose-built for clinical research, this project will be 60% pre-leased to UC Davis, and total project costs are expected to be half a billion dollars. Turning to our robust investment pipeline, our team remains busy evaluating attractive opportunities.

[Debra A. Cafaro, Chairman and CEO at Ventas]

In fact, we've now reviewed more deal volume this year than we saw in all of 2019, over $40 billion, and we continue to pursue those that meet our multi-factor investment framework. Capital continues to flow into our sectors as global institutional investors agree with our thesis on the favorable trends benefiting all of our asset classes. These strong capital flows are also supporting our intention to recycle $1 billion of capital this year to enhance both our balance sheet and our portfolio. Our diversified business model continues to provide significant benefits. Our early and aggressive investments into medical office and life science are creating significant value. We are also proud to be associated with so many leading care providers, operators, and developers in all our business lines, and to be establishing new platforms for growth through both our investment and our portfolio actions. In closing, the U.S.

[Debra A. Cafaro, Chairman and CEO at Ventas]

is in the midst of an impressive economic recovery that, together with demographic demand for our asset classes, gives us confidence and optimism in our future. We believe that the more widespread administration of vaccines and new efficacious treatments for COVID-19 will benefit both the broader economic recovery and our company. Our aligned and experienced team continues to be focused on capturing the double upside in senior housing from both pandemic recovery and the projected growth in the senior population, and also to continuing our long track record of external growth. Justin?

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Thank you, Debbie. I'll start by saying it is very exciting to see the strong supply-demand fundamentals supporting occupancy growth in the senior housing sector. We have been busy taking actions through acquisitions, dispositions, and transitions to ensure we are strongly positioned during this period of sector recovery. Our industry-leading operators are successfully driving revenue growth in the early stages of the recovery and taking actions to address elevated labor costs driven by the macro backdrop. Moving on to third quarter performance. In SHOP, leading indicators continued to trend favorably during the quarter as leads and move-ins each surpassed 100% of 2019 levels, while move-outs remained steady. Strong sales activity has now driven 8 consecutive months of occupancy growth inclusive of October. In the third quarter, average occupancy grew by 230 basis points over the second quarter, led by the U.S.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

with growth of 290 basis points and 110 basis points in Canada, which is over 93% occupied. October leading indicators remained solid as leads and move-ins continued to perform above pre-pandemic levels, and move-outs remained relatively stable. Turning to SHOP operating results. Same-store revenue in the third quarter increased sequentially by $13.6 million, or 3.1%, driven by strong occupancy growth and slight rate growth. Regarding rate growth, our operators have proposed rent increases to the residents of 8% in the U.S. and 4% in Canada, which on a blended basis is approximately 200 basis points higher than the historical levels. We also continue to see improvement in our re-leasing spreads, which are trending close to pre-pandemic levels.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Operating expenses increased sequentially by $16.7 million or 5.4% of which approximately half is due to overtime and agency costs. Although we largely anticipated the additional labor costs, September spiked and represented approximately half of the sequential agency expense increase. We carried the elevated September costs forward in our Q4 guidance, which Bob will cover shortly. Despite the higher agency and overtime costs, our operators are now witnessing net positive hiring and are actively addressing labor challenges through a number of initiatives. These include centralized recruitment of line staff, implementation of applicant tracking systems, delivering on the increased demand by employees for flexible schedules, and other workplace improvements to become more competitive.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

For the sequential same-store pool, SHOP generated $106.7 million of NOI in the third quarter, which represents a sequential decrease to $3.7 million or 3.4%. Moving on to portfolio actions. Our New Senior acquisition closed on September 21. The portfolio consists of 103 independent living communities located in attractive markets with favorable demand characteristics. Integration efforts have gone extremely smoothly, and we are on track to realize our expected synergies. We are pleased with the performance and operating trends of the portfolio. Its third quarter spot occupancy grew 110 basis points sequentially.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

The same store pool, which excludes the 33 communities that transitioned to new operators this year, grew 180 basis points in the third quarter, and then another 10 basis points in October, marking occupancy growth in 6 out of the past 7 months. We have also recently closed on an acquisition in Canada, which includes 5 independent living and 1 assisted living communities. These acquisitions expand our independent living exposure to 59% of NOI on a stabilized basis. We believe the structural benefits of the independent living model present attractive opportunities to further strengthen our senior housing NOI margin through less intensive staffing requirements, longer resident length of stays, and accessible price points, all underpinned by exposure to a large and growing middle market.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

This is in combination with our existing portfolio positions as well to capture demographic demand with the 80+ population expected to grow over 17% over the next 5 years while facing less new supply versus historical levels. I'd also like to note our previously announced transition of 90 assisted living and memory care communities is off to a solid start, as 65 communities have already transitioned and the rest are planned by year-end. We believe the enhanced oversight provided by the experienced mid-market, mid-size assisted living operators will improve the execution of local market strategy and with increased accountability. I have long-standing relationships and familiarity with the incoming CEOs, and I can say they are really fired up about their new portfolios. They're actively engaged with personal site visits to the communities and transition planning.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Ventas has 37 operator relationships, including 7 of the top 10 largest operators in the sector, and 8 new relationships added this year. We look forward to the opportunity to grow our relationships with these companies over time. In summary, the senior housing sector is benefiting from a strong macro supply-demand backdrop. We are actively positioning ourselves for success through portfolio actions, and our operators are driving revenue and managing the elevated labor situation. We look forward to forging ahead during a very exciting time of sector recovery. Bob?

[Robert F. Probst, Executive Vice President and CFO at Ventas]

Thanks, Justin. I'll close out our prepared remarks by quickly touching on our third quarter office and enterprise results, discussing our recent balance sheet and capital activities, and laying out our fourth quarter expectations. Our life science and MOB businesses, led by Peter Bulgarelli, and which represent nearly one-third of our company's NOI, once again delivered robust and reliable growth in the third quarter. These businesses, taken together, increased same-store NOI by 4.2% year-over-year, and increased 1.2% sequentially on an adjusted basis. MOB NOI grew 3.2% year-over-year, and R&I increased 7.1%. Some stats of interest that underpin this strong performance. MOB occupancy is up 130 basis points year to date. Same-store MOB occupancy of 91.3% is at its highest point since the first quarter of 2018.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

MOB tenant retention was 91% in the third quarter, and MOB new leasing increased 43% versus prior year. R&I occupancy remains outstanding at 94.4% and improved 50 basis points sequentially due to exciting demand for lab space. MOB expenses increased less than 1% year-over-year as a result of completed energy conservation projects and sourcing initiatives. For the second year in a row, we rank in the top quartile of our peer group for tenant satisfaction as measured by Kingsley Associates. 2021 rankings for each major key performance indicator increased when compared to 2020. At the enterprise level, we delivered $0.73 of FFO per share in the third quarter.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

This result is at the higher end of our $0.70-$0.74 guidance range and benefited from the stable performance of our diversified portfolio, as well as a $0.04 Ardent bond prepayment fee that was included in our guidance. We were also very active in the third quarter, managing our balance sheet and capital structure. Consistent with our prior $1 billion disposition guidance, we now have $875 million of disposition proceeds in the bank, with $170 million of senior housing and MOB portfolios under contract and expected to close in the fourth quarter. These dispositions have enhanced and reshaped our portfolio, and we've used these proceeds to reduce $1.1 billion of near-term debt so far this year.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

We also issued $1.4 billion of equity in the third quarter, including $800 million for New Senior and $600 million in ATM issuance at $58 a share. As a result, our net debt EBITDA ratio, excluding New Senior, improved sequentially to 6.9x, while including New Senior Q3 leverage was better than forecast at 7.2x. As an administrative side note, we plan to enter into a new ATM program, replacing our 2018 program, which is nearly complete. Turning to Q4 guidance. We expect fourth quarter net income will range from $0.01-$0.05 per fully diluted share. Q4 normalized FFO is expected to range from $0.67-$0.71 per share.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

The Q4 FFO midpoint of $0.69 can be bridged from Q3 of $0.73 by $0.01 net impact of tenant fees. The impact of capital recycling for debt reduction and pre-funding of new investments is $0.02, and various items round up to explain the last penny. Our SHOP portfolio NOI is estimated to be flat sequentially. Key fourth quarter assumptions underlying our guidance are as follows. Starting with our SHOP same-store expectations. SHOP Q4 average occupancy is forecast to increase between 80 and 120 basis points versus the Q3 average, growing ahead of pre-pandemic levels while following seasonal trends. At the guidance midpoint, SHOP occupancy September 30 to December 31 is expected to be approximately flat. The resulting sequential SHOP revenue growth is expected to be offset by increased operating expenses due to continued elevated labor costs.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

No HHS grants are assumed to be received in the fourth quarter, though our licensed assisted living communities have applied for qualified grants under phase four of the Provider Relief Fund for COVID losses incurred at the communities. Outside of SHOP, continued stable performance is expected in the office and triple-net segments. We expect to receive an M&A fee in Q4 of $0.03 for the announced Kindred sale, which Kindred communicated is expected to be completed in the fourth quarter, subject to customary closing conditions. We continue to expect $1 billion in asset sales and loan repayments for the full year 2021 at a blended yield in the high fives, and our fully diluted share count is now 403 million shares, reflecting the equity raised to date.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

I'd like to underscore that we're still in a highly uncertain environment, and the pandemic's impact on our business remains very difficult to predict. To close, my colleagues and I are excited for the future of Ventas, given the expected robust recovery in senior housing and the external growth opportunities both under our belt and that lie ahead. That concludes our prepared remarks. With that, I will turn the call back to the operator.

[Operator]

At this time, if you would like to ask a question, please press star, then the number one on your telephone keypad. Your first question comes from the line of Michael Carroll, RBC Capital Markets.

[Michael Carroll, Senior Analyst at RBC Capital Markets]

Yeah, thanks. Debbie, I want to talk a little bit about the investment market. I guess, with the Delta wave and the labor pressures, have you seen an uptick in the number of investment opportunities, particularly in senior housing? I mean, should we continue to see that activity from your end persist over the next several months and quarters?

[Debra A. Cafaro, Chairman and CEO at Ventas]

Good morning, Mike. I mean, as I mentioned, we have just seen a tremendous volume across the board, all year long, more than we've ever seen, and we do expect that to continue.

[Operator]

Your next question comes from the line of Nicholas Joseph of Citi.

[Nicholas Joseph, Equity Research Analyst at Citi]

Thanks. I appreciate all the comments on expenses and rate and occupancy. Just as you step back and think about kind of margin once we get through some of these transitory issues, how do you think margin long term for senior housing will compare versus pre-COVID levels?

[Debra A. Cafaro, Chairman and CEO at Ventas]

Thank you, Justin.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Sure. Hi, Nick. So just stepping back and, you know, thinking about the ultimate drivers of margin, you probably heard us describe a train before. You know, the front of the train really is leads. Leads come first. You know, that drives move-ins. You know, net move-in activity drives occupancy. Pricing certainly supports revenue growth as well. Then there's expense management. Over time, we certainly expect that there'll be margin expansion for two reasons. One is that the supply-demand characteristics that we're facing do support occupancy growth and should present opportunity for pricing power. Clearly, in the near term, there's expense pressure due to labor that we mentioned, but the macro backdrop does seem to be improving, and as I mentioned, our operators are taking significant actions to address the issue.

[Operator]

Your next question comes from the line of Rich Anderson of SMBC.

[Rich Anderson, Managing Director and Senior REIT Analyst at SMBC Nikko Securities America, Inc.]

Hey, good morning. I have a kind of a question about vaccine mandates and you know at the property level and how that's being managed. I'm curious, I don't know if I remember what that number is for Ventas, and if you could share that, I'm sure it's someplace. I'm just not remembering it right now. Who makes the call on that? I assume in a SHOP's execution that Ventas has at least a say in that, maybe I'm wrong. I'm just curious what you know your thesis is or your ideas are around vaccine mandates at the property level, you know now and perhaps taking into account the Pfizer news and what you're thinking about it going forward. Thanks.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Mm-hmm. Hi, Rich. I'll start and then turn it to Justin. Our operators have by and large been early adopters of vaccine mandates within the communities to keep the residents safe. You know, we're at very, very high levels now, nearly 100% of both residents and staff. We've been way ahead of the federal requirements for vaccines because we are caring for vulnerable seniors and also had access early on from the vaccine rollout, both employees and residents. That has been both a moral and a business imperative. It's worked really well. Our operators have led on it, and they have made the decision, but with our financial support and encouragement.

[Operator]

Your next question comes from the line of Nick Yulico of Scotiabank.

[Nick Yulico, Managing Director and Head of U.S. REIT Research at Scotiabank]

Thanks. Good morning. I was hoping you could just break out labor expenses and the change there. I don't think you break out labor expenses and the change there. If you could just give us a feel for how much they did increase quarter-over-quarter and year-over-year, and just how we should think about, you know, the trend of labor expenses next year, because I know there's some optimism that you know, you think that it's gonna get a little bit better, but I'm still just not entirely clear why, you know, use of contract labor and other items would, you know, go down in this type of job market.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Mm-hmm. Bob's gonna address the quantitative parts of your question. I think from a high level, again, the timing is unknown, the extent is unknown, but there are multiple factors at a macro level that will support increased labor and workforce participation. Those include children back in school, children vaccinated, the expiration of public policy such as the federal stipend on unemployment, and also just, you know, people's savings running out as a result of that, and schools being open and the like. All of those factors really play into the macro thinking around easing of current labor conditions. I think, you know, again, if you just step back, what's great about this recovery is that demand has sprung back, not just in our business, but broadly speaking, it has surged.

[Debra A. Cafaro, Chairman and CEO at Ventas]

The supply chain and the labor force are still adapting and adjusting and haven't caught up yet. Over time, those things will get more in balance. That's kind of what the economists forecast, and that's why those are the factors that you would expect to improve the workforce participation. Bob, do you wanna talk about the specifics?

[Robert F. Probst, Executive Vice President and CFO at Ventas]

Sure. Nick, page 12 of the business update that we issued this morning could be helpful because it lays out the operating expense increase we saw sequentially between the second and third quarter, which is roughly $17 million. Within that, labor representing, call it, half of that increase. If you further double-click on the labor piece, call it two thirds of that would be contract labor. You know, I reinforce the fact in our guidance for the fourth, we saw this acceleration in contract labor in September. We effectively assume that to continue through the fourth quarter in light of the backdrop. Important to note that contract labor is at least two times as expensive as in-house labor.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

These initiatives that Justin laid out to increase staffing, you know, reduce that contract labor would have a positive mix benefit. Quantitatively, that hopefully helps you.

[Operator]

Your next question comes from the line of Rich Hill of Morgan Stanley.

[Rich Hill, Managing Director and Head of U.S. REIT Equity and CRE Debt Research at Morgan Stanley]

Hey, good morning, guys. Thanks for having me on the call. It's good to be a first-time caller, long-term listener. I did want to talk through and maybe hear a little bit more about your operator contracts. One of your peers had talked about maybe half of them renewing in one Q and the other half ratably throughout the year. I'm wondering if you see something similar, and maybe you can unpack that for us.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Good welcome. Yes, this is addressed also in our business update. Justin, do you wanna take that?

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Sure. Yeah. If you look at page 14 in the business update, you'll see this. You know, first of all, the headline is that, you know, our operators have proposed to our residents an 8% increase in rent in the U.S. and 4% in Canada. If you look to the left, you'll see how this breaks down, and that is that 55% of our residents are eligible for increases in the first quarter. 35% get an anniversary rent increase, and so those will happen throughout the rest of the year. Those that moved in late in 2021 obviously, you know, wouldn't be eligible for an increase yet. There's a huge opportunity to grow revenue. This is a consistent process that's tried and true.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

It's just that we're gonna pass along more rent increases this year. I'll just add that our operators are very careful about, you know, in taking local market considerations into their planning so that they're in line with market, and they can successfully execute. Then there's also level of care, which is really acuity driven, and that can increase throughout the year as well, both in terms of how much we charge, but also the acuity level of the resident would drive additional charges, and that's just standard as part of the revenue package that operators offer.

[Operator]

Your next question comes from the line of Derek Johnston with Deutsche Bank.

[Derek Johnston, Senior REIT Lead Analyst at Deutsche Bank]

Hi, everyone. Good morning. Can we go into some detail on the SHOP transitions to the more experienced local operators in various markets, but really specifically how that may have impacted these transitions, the Q4 guide, but at the same time, how the transitions could benefit Q1 in 2022? Thanks.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Thank you. Yes. I'm gonna turn that to Bob and Justin to talk about the transitions, which as Justin said, are well underway.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Okay. Thank you. Really just some of the rationale for why we did it and why we think this is gonna be helpful to performance. You'll notice on page 13 on the right-hand side that we highlight this. We selected operators that have experience, they have experience within these markets, and they have experience running regional markets. One thing I've been very encouraged about is that the CEOs of these companies have been actively engaged in the transitions. We have a cooperative transition with the former manager. We've actually been able to get on the ground into the communities, start assessing, get to know people, and be ready to try to get off to a strong start when the transition begins.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

You have the advantage when you have a mid-sized company with a regional presence, is that you have senior management that is very close to the community. We do expect the oversight to be very strong. These companies are excited to grow. There's just an energy to it that's really positive, and it's well assessed, and we look forward to positive results. Having said that, you know, we would expect to have some transition noise, you know, in the early going. That was factored into the fourth quarter. I'll hand over to Bob.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

Yeah, that's really again back to the labor theme. Frankly, you know, this normal noise is a function of turnover at the communities, you know, new staff, et cetera. That's the context, obviously, then with this tight labor market. We've assumed increases in the labor costs in the fourth for this portfolio. That's embedded in the guidance for overall SHOP flat.

[Operator]

Once again, if you would like to ask a question, please press star, then the number one on your telephone keypad. Your next question comes from the line of Juan Sanabria of BMO Capital Markets.

[Juan Sanabria, Managing Director and Senior U.S. Real Estate Analyst at BMO Capital Markets]

Hi, good morning. Just a question for Justin on asset management. You seem to be making the transition to more smaller regional operators, which makes sense. Just curious on a couple of fronts, on the data analytics front, what you guys are doing and maybe some hires you've made there and the efforts that are being put forth. Then secondly, just as we look forward, should we expect more dispositions heading into 2022, given some of the stuff that was on the market didn't transact, and you haven't necessarily sold a ton of assets, and the leverage is still a bit high. Just curious on go forward dispositions, kind of thinking about 2022 and any cleanup that you guys wanna do for the portfolio kind of as we exit COVID.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Hi, Juan. It's Justin. I'll start, and then Bob will jump in as well. Let me start with the data analytics. We have made new hires. You know, we've become much deeper on what was already a strength in terms of market analytics. We certainly you know study you know supply and demand in great detail and have really good familiarity with local markets, and which has helped to inform some of the decisions we've made, but also it helped to inform growth decisions we make moving forward. Great team. We've also enhanced our operational analysis through hiring people that have experience in operating companies, and have high analytical strategic experience as well.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

That's given us insights into the business that are extremely valuable, and inform our decisions, but also help to inform the decisions that the operators make, in their planning as well.

[Robert F. Probst, Executive Vice President and CFO at Ventas]

I'll take the disposition question, Juan. You know, the short answer is no. You know, we don't, as we think about 2022, expect significant dispositions in senior housing. We do have $170 million yet to go under contract this year, and a good chunk of that is senior housing. But beyond that, no significant plans.

[Operator]

Your next question comes from the line of Steve Valiquette of Barclays.

[Analyst at Barclays]

Hi, this is Eric going on for Steve. I guess as the labor pressure eventually starts to subside, how do you think this affects long-term productivity? I know one of your peers had mentioned that it would take several quarters to reach the same level of historical productivity due to the time that it takes to ramp new staff up to speed and deal with onboarding. I was just curious if this is affecting you at all, or is the actual staff turnover not really high enough to have an impact here? Thanks.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Yeah. I would just say simply that, you know, that is a part of the labor pressure and the timing of when we would expect conditions to ease. Certainly, the industry is experienced at onboarding new workers, and that's, you know, it's an industry where there is consistent shifting of on-site workers, and so that is the strength of the industry. It will take some time for these conditions to abate, again, for a variety of factors, including kind of getting up to speed and training. That is correct. It's just a multi-factor analysis.

[Operator]

Your next question comes from the line of Jordan Sadler, KeyBanc Capital Markets.

[Jordan Sadler, Managing Director and Equity Research Analyst at KeyBanc Capital Markets]

Hi, there. I just wanted to circle back on the ESL transition assets. Maybe, you know, I think in the press release last month, you know, you talked about no contribution of NOI in the second quarter. I'm curious, you know, what the progression was sequentially. I know, you know, we have the same store numbers, but I'm curious what the ESL portfolio did sequentially. Then I'm curious what the outlook would be because I would think that an operator would, you know, the operator transitions historically have caused some disruption. What sort of outlook would be, you know, in terms of looking at the curve of a recovery and the cash flows off of that portfolio, when we should expect that to start or at least bottom and then start to recover. Thank you.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Yeah. Jordan, I'll take that. I wish I could draw this picture in front of you because I do think you'll see some, as we saw second quarter into third quarter, some erosion in NOI in this portfolio. As I mentioned, we're expecting that to continue into the fourth, given the labor cost pressures and just the normal noise associated with the transitions. The strategy which Justin was speaking to, though, is, you know, once these are in the hands of, you know, these new operators, they will employ their skill to really drive that performance of that portfolio, and you know, in 2022 and beyond. That's the goal. We're right in the middle of that right now.

[Operator]

Your next question comes from the line of Mike Mueller with JPMorgan.

[Michael Mueller, Analyst at JP Morgan]

Yeah, hi. I'm wondering, how much of the higher labor expense pace do you think is attributable to recent rate pressures for existing staff that may be a little bit more sticky versus, the idea of just having to utilize more higher cost contract labor?

[Debra A. Cafaro, Chairman and CEO at Ventas]

Yeah, good question. Justin, do you wanna comment on that?

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Sure. Yeah. You know, it's really more around just the availability of staff. You know, the availability to staff fully with your existing people. You know, one thing, you know, there's kind of a series of steps that operators take. You know, the first thing they do is they try to make sure that they're utilizing all the full-time hours available for their existing staff. Most operators don't schedule the 40-hour weeks, and so there's always room to expand a little bit, so they'll do that first. Next step is they'll use overtime, so you have your continuity of your existing staff to deliver care and services. The last resort is really to add agency. One interesting tidbit around this is that, you know, there's not really a certain MSA where we're seeing agency used.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

It's clearly a macro backdrop issue. Within MSAs, there are certain communities that really have an outsized amount of agency that's being utilized, which points to the opportunity for an operational solution. We have plenty of evidence that this can be managed. As I said in the prepared remarks, we're already starting to see hiring picking up across the operators.

[Operator]

Your next question comes from the line of Josh Dennerlein of Bank of America.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Josh?

[Operator]

Josh, your line is open.

[Joshua Dennerlein, Senior Equity Research Analyst at Bank of America]

Oh, sorry. Sorry, guys. I was on mute there. I was looking at the RevPOR growth for the same-store pool. Just kind of curious if you have any kind of expectations as we go forward, when it might turn to positive growth on a year-over-year basis?

[Debra A. Cafaro, Chairman and CEO at Ventas]

I mean, the trends have been encouraging. Justin, do you wanna comment specifically?

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Sure. Yeah. There's a few moving parts in RevPOR. One is mix, you know, which is really just, you know, the RevPOR, you know, the contribution of RevPOR from certain product types. You know, we are benefiting this year. I've mentioned this before, that we would benefit from the U.S. recovery because we'll see our higher price point product, you know, particularly in Sunrise, for instance, that's a driver of RevPOR overall. We're getting some mix shift benefit. Probably more importantly, though, is we're getting the benefit of better releasing spreads. That's been consistent. We saw the underlying trends in the second quarter. We saw it through the third quarter.

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

When we get into next year, obviously we have the in-house rent increases that we mentioned, but the pricing power should continue to improve because what starts to happen is you're covering move-ins that occurred in 2020 that came in at a relatively low rate. You know, as the momentum picks up in the sector, our operators are able to charge more. We're looking forward to, you know, a period of really improved pricing in RevPOR moving ahead.

[Operator]

Your next question comes from the line of Michael Carroll, RBC Capital Markets.

[Michael Carroll, Senior Analyst at RBC Capital Markets]

Yeah. I know existing seniors housing residents generally don't like to move away from the communities that they're in. There has been a small percentage that did elect to do that pre-COVID. Has that trend come back post-COVID, or are residents still hesitant to move in because of the pandemic? Or move out, sorry.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Could you repeat that, Mike? Welcome back. You got a short question the first time. Can you repeat that last part?

[Operator]

Michael, please press star one again. Please proceed with your question.

[Michael Carroll, Senior Analyst at RBC Capital Markets]

Yeah. I know residents generally don't like to move out from their facilities in the senior housing residences, but there was a small percentage pre-COVID that was willing to do that. Has that trend come back at all, or are residents still hesitant to move out because of the pandemic?

[Justin Hutchens, EVP, Senior Housing and Chief Investment Officer at Ventas]

Hi, it's Justin. There was actually, you know, since we've been in this period of recovery, there was one month, I wanna say it was April, where you did see a little bit more move-out activity, and we did, you know, really correlate the two, people being able to make a move where they weren't moving during the pandemic, and they had an opportunity to move around in the month of April. What you also know, though, is that move-in activity is picking up. I think there was, you know, you're just kind of trading seats, you know, with other operators. There was a lot of movement then. Since then, it's been very stable, you know, very consistent in terms of move-out activity.

[Debra A. Cafaro, Chairman and CEO at Ventas]

Operator, do you have any further questions?

[Operator]

At this time, there are no further questions. Do you have any closing remarks?

[Debra A. Cafaro, Chairman and CEO at Ventas]

I do. As I said, we have a lot of optimism and confidence. It just happened to be a momentous day with the advent of additional COVID treatments and a real line of sight to this pandemic possibly being over. Our business is doing really well. It is diversified and benefiting from the internal and external growth avenues that we have. We have a great set of partners and a great team here at Ventas. We are very appreciative, as always, of your interest and your support in our company, and we look forward to seeing you soon. Thank you.

[Operator]

This concludes today's conference call. You may now disconnect.

Participants

Executives

• Debra A. Cafaro, Chairman and CEO
• Justin Hutchens, EVP, Senior Housing and Chief Investment Officer
• Robert F. Probst, Executive Vice President and CFO
• Sarah Whitford, Director of Investor Relations

Analysts

• Derek Johnston, Senior REIT Lead Analyst at Deutsche Bank
• Jordan Sadler, Managing Director and Equity Research Analyst at KeyBanc Capital Markets
• Joshua Dennerlein, Senior Equity Research Analyst at Bank of America
• Juan Sanabria, Managing Director and Senior U.S. Real Estate Analyst at BMO Capital Markets
• Michael Carroll, Senior Analyst at RBC Capital Markets
• Michael Mueller, Analyst at JP Morgan
• Nicholas Joseph, Equity Research Analyst at Citi
• Nick Yulico, Managing Director and Head of U.S. REIT Research at Scotiabank
• Rich Anderson, Managing Director and Senior REIT Analyst at SMBC Nikko Securities America, Inc.
• Rich Hill, Managing Director and Head of U.S. REIT Equity and CRE Debt Research at Morgan Stanley
• Analyst at Barclays