Welltower Q2 2023 Earnings Results & Report

Welltower EPS Results

• Actual EPS: N/A
• Consensus EPS: $0.86
• Beat/Miss: N/A
• One Year Ago EPS: $0.86
• EPS Beat Rate: 7 of last 8 quarters

Welltower Revenue Results

• Actual Revenue: N/A
• Expected Revenue: $1.58 billion
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

Welltower (NYSE:WELL) (NYSE: WELL) is a healthcare-focused real estate investment trust that owns, develops, and manages properties used to provide healthcare and related services. Its portfolio is centered on senior housing communities, outpatient medical facilities, and post-acute care properties, including assets operated by healthcare providers and senior living companies.

The company’s senior housing investments support independent living, assisted living, and memory care services. Its outpatient medical properties accommodate physicians, clinics, and other healthcare providers, while its broader healthcare real estate portfolio is designed to serve demand for care delivered outside traditional hospitals. Welltower generally generates revenue through leasing and operating interests in these properties and through relationships with healthcare operators.

Founded in 1970 as Health Care REIT, Inc., the company adopted the Welltower name in 2015. It serves markets in the United States, the United Kingdom, and Canada. Welltower is led by Chief Executive Officer and President Shankh Mitra, who oversees the company’s investment, development, and operating activities.

Welltower Q2 2023 Earnings Call Transcript

Key Takeaways

• Senior Housing operations delivered ~10% same-store revenue growth and expanded operating margins to ~25%—driven by 7.3% RevPAR growth and controlled expense increases.
• Restructured key joint ventures by acquiring full ownership of 29 UK care homes and nine U.S. Sunrise‐built assets, transitioning them to top operators Avery and Oakmont with early occupancy upticks.
• Built a robust acquisition pipeline with ~$2.3 billion of off-market deals (8,900 units) under contract at 30%–40% below replacement cost and accretive cash flow potential.
• Strengthened the balance sheet by reducing net debt/EBITDA to 5.62× (pro forma <6×) and securing ~\$7.6 billion of gross liquidity to cover maturities and fund growth.
• Raised full-year 2023 normalized FFO guidance to \$3.48–\$3.59 per share and lifted same-store NOI growth outlook to 10%–13%, anchored by 20%–25% growth in senior housing operations.

Presentation

[Operator]

Ladies and gentlemen, thank you for standing by. My name is Brent. I will be your conference operator today. At this time, I would like to welcome everyone to the Welltower Second Quarter 2023 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question at that time, simply press star, followed by one on your telephone keypad. If you would like to withdraw your question, again, press star one. Thank you. It is now my pleasure to turn today's call over to Matthew McQueen, General Counsel. Please go ahead.

[Matthew McQueen, Chief Legal Officer and General Counsel at Welltower]

Thank you. 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. With that, I'll hand the call over to Shankh for his remarks.

[Shankh Mitra, CEO at Welltower]

Thank you, Matt. Good morning, everyone. I'll review our second quarter results and describe high-level business trends and our capital allocation activities. John will provide an update on the performance of our Senior housing Operating and outpatient medical portfolios. Tim will walk you through our triple net businesses, balance sheet highlights, and revised guidance. Nikhil is also on the call to answer questions. We are delighted to report results which exceeded our expectations in both our Senior Housing business as well as outpatient medical segment. Let me first dig into the Senior Housing segment. The key drivers of this business, occupancy, rate, and expenses, all came in better than expected this quarter, supported by accelerating demand of our product and plummeting new deliveries.

[Shankh Mitra, CEO at Welltower]

From a top-line perspective, our Senior Housing Operating portfolio achieved approximately 10% growth on a same-store basis and 17.8% growth on a total portfolio basis, driven by another solid quarter of year-over-year occupancy growth and significant pricing power. Last quarter, I discussed with you how the strong pricing trends, along with moderating expenses, are resulting in significant margin expansions that we have been all waiting for. I'm pleased to report to you that this trend intensified in the second quarter as we saw Revenue Per Occupied Room (RevPOR) growth of 7.3%, coupled with just 3.5% Expenses per Occupied Room (ExpPOR) growth, resulting in an approximate 25% operating margin, a level not seen since the onset of the pandemic.

[Shankh Mitra, CEO at Welltower]

While that still leaves significant upside before achieving our pre-COVID NOI margin of above 30%, we expect to meaningfully exceed our pre-COVID level of profitability over time through John's build-out of the operating platform. All regions and product types contributed significantly this quarter, resulting in 24.2% NOI growth for our Senior Housing operating segment. While assisted living continues to outperform independent living, driving exceptionally strong results in the U.S. and U.K., Canada is also joining the party with 17.2% NOI growth. We firmly believe that our Canadian portfolio is finally in sustainable growth mode. In fact, we're in process of significantly optimizing our Canadian business and have recently allocated a meaningful amount of investment dollars to the region. I'll comment on both in a minute.

[Shankh Mitra, CEO at Welltower]

It is also important to mention that our seniors apartment business continue to drive double-digit NOI growth despite the broader deceleration in the apartment industry. We have put significant effort in last six years to build our wellness housing business, which now totals nearly 17,000 units, and we are pleased to see that our thesis is playing out. All in all, we have finally exceeded $1 billion of annualized net operating income in our Senior Housing segment for the first time since COVID, and believe we have a ton of growth left in the tank. At the risk of sounding like a broken record, I want to reiterate our core belief on how to make risk-adjusted return in Senior Housing.

[Shankh Mitra, CEO at Welltower]

Unlike a lot of empirical hearsay in the business, which either focuses on the location or the operators, we believe it is a four-dimensional optimization problem of location, product, price point, and operators. We do this objectively through machine and statistical learning using our data science platform, Alpha. I am delighted to inform you that we made perhaps the most significant impact in this pursuit through a mutually beneficial restructuring of our joint venture with Revera. Through a series of buy sales, we materially simplified our balance sheet, and we matched specific products and locations with the right regional operators in order to achieve meaningful density in their local markets. In the U.K., we took 100% ownership of 29 premier communities, many of which are located in the Greater London market and considered some of the best care homes in the country.

[Shankh Mitra, CEO at Welltower]

We transitioned these care homes from Signature to Avery and believe we have a material upside in this virtually impossible to replicate portfolio, which was 72.8% occupied at the time of transition to Avery at the beginning of June. Two months does not make a trend, I am delighted to inform you that these communities are showing positive trends right off the bat under Lorna's leadership, with current occupancy around 73.5%. In the U.S., we took 100% ownership of nine extremely well-located assets recently built by Sunrise in high barriers to entry submarket in the West Coast, East Coast, and South Florida at a favorable basis, and sold a minority interest in 12 other assets. We also moved management of 28 incredibly well-located California buildings to Oakmont.

[Shankh Mitra, CEO at Welltower]

These California communities were 77% occupied when they were transitioned to Oakmont at the end of June. I fully expect this portfolio to be materially additive to our growth in 2024 under Courtney's leadership. As you can see in the case study on the page 32 of our business update, highlighting previous Oakmont transitions in California, Courtney's team has taken occupancy from 64%-90% in 2 years at these communities. Though this occupancy has far surpassed their previous high occupancy of 86% in 2016, I fully expect these communities will hit mid-90s occupancy in near future. All things being equal, the stabilization path should be faster for the most recent portfolio of 28 communities that they have assumed the management of. If not for the lessons learned previously, it will be for a higher starting point.

[Shankh Mitra, CEO at Welltower]

Just after four weeks of operations under Oakmont, these properties are on a path to achieve approximately 100 basis points of occupancy growth in first month and are showing positive NOI traction in NOI out of the gate. Finally, Canada. Perhaps the most exciting part of this years-long effort to optimize our portfolio. Though there is a multidimensional value creation opportunity in this effort, I'm delighted to inform you that we are launching a new platform with our partner, Mathieu Duguay, in English-speaking Canada. As you know, Cogir, under Mathieu's leadership, is one of the best operators in the business, and we cannot be more excited about launching our first operating platform in a post-PLR world.

[Shankh Mitra, CEO at Welltower]

We'll double down on our investments in these communities, dramatically enhance resident experience, and materially improve employee experience, resulting in exciting long-term career growth opportunity. I predict this operating JV will witness rapid growth in very near future. This series of steps, which is known as project transformer inside Welltower, is one of the most complex, yet value accretive transactions we have ever done. Under Eddie Chung's leadership in Canada and UK, and Russ Simon's leadership in the US, this multidimensional project will truly transform our company in the next chapter of its evolution. This transaction marks the conclusion of our seven year journey of contract modernization, as virtually all of our contracts are now in RIDEA 3.0 and RIDEA 4.0 structures.

[Shankh Mitra, CEO at Welltower]

I cannot emphasize enough how important this milestone is for our firm, as we have now full alignment with all of our key Senior Housing operating partners. We sink or swim together. To continue this theme of capital allocation, the favorable transaction environment that I described to you last quarter has resulted in an incredibly active summer for us. We currently have approximately $2.3 billion of deals under contract in 26 different off-market, privately negotiated transactions. Opportunities within Senior Housing segment represents the bulk of these transactions, with approximately $2 billion of deals comprised of 8,900 units across all three regions. We estimate our investment in these deals to be very attractive, 30%-40% discount to today's replacement costs, with accretive in-place cash flow and significant growth potential.

[Shankh Mitra, CEO at Welltower]

While I don't like to get into individual transactions, I would like to highlight a transaction in Canada with our partner, Cogier. We're recapping Cogier's existing institutional investor at PropCo in a highly desirable SaaS portfolio, and Matthew is reinvesting his equity going forward. This CAD 935 million transaction of both recently built and attractive, stable assets are a testament to the power of our relationship in this industry. Eddie and his team has been working tirelessly over the past two years on this transaction, and we're delighted to inform you that we signed the definitive documents a few weeks ago. Additionally, following the completion of this deal and others recently under contract, we have achieved another company milestone, having closed or signed over $11 billion of transactions since our pivot to offense in fourth quarter of 2020.

[Shankh Mitra, CEO at Welltower]

We are busier than ever with a robust, visible, and actionable pipeline of opportunities that we're underwriting right now. Again, heavily Senior Housing, but we are also seeing some outpatient medical and skilled nursing opportunities up and down the capital stack. All of which we expect to keep us very busy for rest of the year. Our deal teams didn't get much of a summer vacation, and looks like they won't get much of a Christmas holiday either, as many of these deals will close in Q4. As I described last quarter, both debt and equity capital continue to rapidly evaporate from the commercial real estate space.

[Shankh Mitra, CEO at Welltower]

We're getting hits left, right, and center from counterparties who truly appreciate our handshake approach to the business, where we can bring both cash and operator to the closing tables....We're seeing that the banks are no longer willing to kick the can down the road, and in fact, are showing willingness to sell their loan books partially or completely. A handful of these transactions have taken place, and many more are brewing. The increased capital requirement directive from the regulators last week will only intensify this trend, and we're ready to help banks release their capital as they execute their other strategic priorities. Nikhil and Tim's cellphone number has been on full display in a full-page ad of the American Banker magazine since the summer of 2020. Please give them a call.

[Shankh Mitra, CEO at Welltower]

I promise you, they will respond within hours, not days, as it is customarily acceptable standard in Senior Housing industry. I predict Welltower will play a meaningful role in helping to recapitalize distressed commercial real estate loan portfolios that fall within our circle of confidence. Lastly, at the risk of stealing Tim's thunder, I would like to point out that our meaningful strengthening of our balance sheet over the last few quarters. Just in last one year, our leverage has fallen from high 6s to mid 5s through a combination of outsized organic growth and prudent capital allocation activity. We're now armed with approximately $7.6 billion of near-term liquidity to address upcoming debt maturities and fund our various capital deployment opportunities.

[Shankh Mitra, CEO at Welltower]

In summary, we have never been more delighted with our operating performance and have never been busier on the deal side and build out of our platform. While no one knows what future may hold, my partners and I remain as optimistic as ever on the future of our business. With that, I'll hand the call over to John.

[John Burkart, Vice Chairman and COO at Welltower]

Thank you, Shankh. Another great quarter like last quarter, just better. Our total portfolio generated 12.7% same-store NOI growth over the prior year's quarter, led by the Senior Housing operating portfolio with 24.2% year-over-year growth. These great results speak for themselves, so I will provide limited color on the quarterly results and focus more on the future, including the billions of dollars in value that are being unlocked as a result of the management transitions we announced last night. First, on results. The medical office portfolio's second quarter same-store NOI growth was 3.2% over the prior year's quarter. Same-store occupancy was 95.1%, while retention remains extremely strong across the portfolio at 92.5%, highlighting the stability of the relationships as well as the quality of the portfolio.

[John Burkart, Vice Chairman and COO at Welltower]

The 24.2% second quarter NOI increase in our same-store Senior Housing operating portfolio was a function of 9.9% revenue growth, driven by the combination of 7.3% RevPOR growth and 190 basis points of occupancy. As a note, this number excludes the U.K. communities we recently transitioned to Avery that were originally included in the guidance. These communities grew occupancy at 9% year-over-year, including the communities, our total portfolio same-store occupancy growth would have been 20 basis points higher at 210 basis points. Though exclusion of these communities has a negative impact on our annual occupancy growth stat, we maintained our guidance given the market strength we are seeing. Additionally, expenses remain in control, coming in at 5.8% for the quarter over the comparable prior year's quarter.

[John Burkart, Vice Chairman and COO at Welltower]

More specifically, the pressure we experienced from a tight labor market over the past two years and broad-based use of agency has continued to abate. In fact, agency expense as a percentage of total compensation for the quarter declined substantially from nearly 8% in the first quarter of last year. This outstanding revenue growth and expense growth led to substantial margin, margin expansion of 290 basis points. All three regions continue to show strong same-store revenue growth, starting with Canada at 8.1%, and the U.S. and U.K. growing at 9.9% and 13% respectively. The strong revenue growth in each region, combined with the expense controls, have led to fantastic NOI growth in Canada, the U.S., and U.K. of 17.2%, 24.8%, and 38.2%, respectively. On to the management transitions.

[John Burkart, Vice Chairman and COO at Welltower]

We're very excited about the value being unlocked as a result of these transitions. Having the right manager for an asset is critical, a fact that Shankh has repeatedly stated. These transitions accomplish that objective while improving each operator's concentration of Welltower assets in various markets, a key factor to operational excellence. Concentration brings increased effectiveness and increased efficiency through improving the value proposition for customers in numerous ways, including greater choices and frictionless transfers, improving the value proposition for employees, including improved training and career paths, and improving the efficiency of vendors operating at multiple sites, translating into increased NOI growth. The benefits of increased concentration, which show up in margins, have been proven many times over with the multifamily REITs. Welltower is now beginning to harvest those benefits. We continue to make substantial progress on our platform and the related rollout.

[John Burkart, Vice Chairman and COO at Welltower]

To provide you with one example, one of our operators with over 50 properties is fully and rapidly transitioning to our platform over the coming 3-12 months. We've been working with them over the past year via our aggressive asset management program, enabling them to increase occupancy over 600 basis points in the last year. As I've mentioned in the past, the platform isn't only about technology; it's about people, processes, data, and technology.

[John Burkart, Vice Chairman and COO at Welltower]

After seeing the amazing improvement in occupancy in the 12 months related to our focus on processes, they are fully embracing our entire platform. I'm grateful that they see the opportunity and benefit of pursuing operational excellence, and I appreciate their partnership. Additionally, as Shank mentioned, we are partnering with Cogir, the premier Canadian operator, for the management of many of our Canadian transition assets. The best outcomes are achieved by working with the best people and the best operators. I'm very excited about the opportunity to partner with Matthew and Frederick, and their team at Cogir on this new venture, and the incredible value we will create for our investors. More to come in the coming year. I'll now turn the call over to Tim.

[Tim Mchugh, Co-President and CFO at Welltower]

Thank you, John. My comments today will focus on our second quarter 2023 results, performance of our triple net investment segments in the quarter, our capital activity, a balance sheet liquidity update, and finally, our updated full year 2023 outlook. Welltower reported 2Q net income attributable to common stockholders of $0.20 per diluted share, and normalized funds from operations of $0.90 per diluted share, representing 4% year-over-year growth, or 16% growth after adjusting for HHS, and the year-over-year impact from a stronger dollar and higher base rates on floating rate debt. We also reported total portfolio same-store NOI growth of 12.7% year-over-year. Now turning to the performance of our triple net properties in the quarter.

[Tim Mchugh, Co-President and CFO at Welltower]

In our Senior Housing triple net portfolio, same-store NOI increased 3.1% year-over-year, and trailing 12-month EBITDA coverage was 0.88x in the quarter. Next, same-store NOI in our long-term post-acute portfolio grew 6.1% year-over-year, and trailing 12-month EBITDA coverage was 1.48x. Turning to capital activity in the quarter. In May, we issued a $1.035 billion convertible note due in 2028. The note bears interest at 2.75% rate and is convertible at $95.41 per share. We intend to use the proceeds from the note to address our 2024 unsecured maturities coming due in the first quarter of next year.

[Tim Mchugh, Co-President and CFO at Welltower]

In addition to our convert offerings, we continue to issue through our ATM to fund ongoing investment spend, raising gross proceeds of $1.76 billion since the beginning of the second quarter. This capital activity, along with continued growth across our business segments, including the solid post-COVID recovery within our Senior Housing operating business, helped drive net debt to adjusted EBITDA to 5.62x at quarter end, which represents well over a turn of deleveraging versus one year ago. As Shankh mentioned, we are seeing ample opportunity to invest our large cash balance. Even so, we expect net debt to adjusted EBITDA to remain below 6x on a pro forma basis, post-deployment, and to continue to move lower as the senior housing operating portfolio continues to drive organic cash flow higher.

[Tim Mchugh, Co-President and CFO at Welltower]

Additionally, following this intra and post-quarter capital activity, we have a current cash and cash equivalents balance of $2.7 billion, along with full capacity on our $4 billion revolving line of credit and $910 million in remaining expected proceeds from near-term dispositions and loan paydowns. Representing approximately $7.6 billion in near-term gross available liquidity and $6.3 billion in liquidity when netting for the $1.35 billion of unsecured maturities we have in 2024. Lastly, moving to our full year guidance.

[Tim Mchugh, Co-President and CFO at Welltower]

Last night, we updated our previously issued full year 2023 outlook for net income attributable to common stockholders to a range of $0.73-$0.84 per diluted share, and normalized FFO of $3.48-$3.59 per diluted share, or $3.535 at the midpoint. Our updated normalized FFO guidance represents a $0.04 increase at the midpoint from our previously issued guidance. This increase in guidance is reflective of a $0.02 increase in expected full year Senior Housing Operating NOI, a $0.02 increase from capital allocation activity, which assumes no further investments in the year beyond what has been announced to date, and $0.015 from HHS and other out of period government grants received in 2Q.

[Tim Mchugh, Co-President and CFO at Welltower]

These increases are offset by $0.01 of increase in expected full year G&A and interest expense. Underlying this FFO guidance is an increased estimate of total portfolio year-over-year, same store NOI growth of 10%-13%, driven by subsegment growth of outpatient medical, 2%-3%, long-term post-acute, 3%-4%, Senior Housing triple net, 1%-3%, and finally, increased Senior Housing Operating growth of 20%-25% year-over-year. The midpoint of which is driven by continued better than expected expense trends, along with revenue growth of approximately 9.7%. Underlying this revenue growth is an expectation of approximately 230 basis points of year-over-year average occupancy increase and rent growth of approximately 6.7%.

[Tim Mchugh, Co-President and CFO at Welltower]

With that, I will hand the call back over to Shankh.

[Shankh Mitra, CEO at Welltower]

Thank you, Tim. We're currently living in an uncertain macroeconomic environment, where the outlook is getting murkier by the day. One day it is sunny, the next day all people see are dark clouds. The federal reserve appears to be resolute in its fight against inflation and seems far less inclined to come to rescue private and public markets, as most participants like to hope for. Against this backdrop, we continue to take a very balanced approach as we consider both growth opportunities and risk environment. On one hand, we remain prudent and continue our deleveraging through rapid organic growth and appropriate capitalization of our external growth opportunities. On the other hand, we're aggressively putting capital to work, though we're ever more price and return conscious. We cannot predict the macro, we can predict.

[Shankh Mitra, CEO at Welltower]

... With a high degree of confidence, what is likely to come on a micro basis. That is, while we are seeing growth rolling over in most asset classes, including most other real estate property types, both the demand and supply outlook are getting better for us as we look into 2024 and 2025. As I mentioned on our fourth quarter call, I believe we're at the beginning of multi-year, double-digit NOI growth cycle for our business, resulting from a long runway of occupancy gains, rate growth, and operating margin expansions.

[Shankh Mitra, CEO at Welltower]

Add Project Transformers, along with a relentless optimization of our operating platform, the impact which will start to show up in next year, and the constant reloading of our external growth gun, or perhaps the growth bazooka at this point, through a highly targeted deals, you get an ideal setup for accelerating earnings and cash flow growth as we look into next year. With that, we'll open it up, call out for questions.

[Operator]

At this time, I would like to remind everyone, in order to ask a question, please press star, followed by the number one on your telephone keypad. In the interest of time, please limit yourself to one question. Should you have a follow-up, please feel free to re-queue. Your first question is from the line of Jonathan Hughes with Raymond James. Your line is open.

[Jonathan Hughes, Analyst at Raymond James]

Hi, good morning. Thanks for the time. I wanted to ask about the, the recent transitions. What's changed between how you're able to implement transitions today that minimize the economic impact versus prior ones in previous years that typically came with some lost income? Are these operators taking over just that much more sophisticated? You know, do they have more support from you? Is some of it driven by the, the very different supply-demand backdrop? I'm just trying to better understand how to interpret the term transition, because previously, that came with some near-term negative impacts, but now that seems to be a positive. Thanks.

[John Burkart, Vice Chairman and COO at Welltower]

Yeah, that's a, that's a really good question. A lot of it really is what I would call relates to leadership, and that's because a lot of a transition relates to execution. So having the, the outstanding partners that we have, working together as a team to anticipate, you know, opportunities and issues, connecting with people. All these issues, all these items are about people, so connecting with the people, the sites, and planning it all out flawlessly and executing flawlessly is what's, what's changing that game. There's a lot of details involved. The, each of these, in each of these situations, there's literally transition teams that are 24/7, focused 100% on all the details, and then there's operating teams that are focused on the operation. So a lot of work, but ultimately, it's leadership that changes that game.

[Shankh Mitra, CEO at Welltower]

Jonathan, we are not going to give away how we do these things today versus what we happened before. I have mentioned in previous calls that we have learned, finally, under John's leadership, how to do these transitions, right? That's our proprietary. Obviously, you're seeing we have learned that's showing up in the results, but we're not going to give away our secrets, obviously, on this call.

[Operator]

Your next question is from the line of Connor Siversky with Wells Fargo. Your line is open.

[Connor Siversky, Analyst at Wells Fargo]

Good morning out there. I appreciate the color on the prepared remarks, congratulations on crossing that billion-dollar threshold. It's quite an achievement. Just want to switch gears to Integra. Wondering if you could provide an update on the portfolio transition process, specifically looking for color on how cash flow metrics within the portfolio are trending, and perhaps as a bonus, some perspective on access and retention of labor within those skilled nursing assets.

[Nikhil Chaudhri, Co-President and Chief Investment Officer at Welltower]

Hey, Connor, it's Nikhil. I'll take this one. Look, we're pretty pleased with the performance that we've seen so far. If you remember, there were a total of 147 buildings that were being transitioned over. Of those, 133 have already been transitioned to the new operators, the results we're seeing are pretty encouraging. If you look at those 133 buildings, for the three months prior to the transition, those buildings, on an EBITDA basis, were losing roughly $90 million a year. Three months later, first quarter of this year, those same buildings are making positive $70 million. Still a lot more work to be done, but the rapid turnaround has been really encouraging to see.

[Nikhil Chaudhri, Co-President and Chief Investment Officer at Welltower]

On the second part, second part of your question, on labor, you know, all the numbers, all the metrics seem to be following the broader trends we're seeing in our broader business, that the labor situation is getting better by the day.

[Operator]

Your next question is from the line of Steven Valiquette with Barclays. Your line is open.

[Steven Valiquette, Analyst at Barclays]

Thanks. Good morning, and congrats on the results as well. Yeah, I know it's hard to answer for the, the whole industry. Your results are obviously incredibly strong in Senior Housing, but there are some pockets from, you know, some other players where maybe the occupancy was slowing down a little bit in the quarter. Just curious if you have any high-level thoughts on maybe why your results were, you know, separate from maybe some other players that did see the occupancy, you know, decelerating a little bit. Is there any signs of price sensitivity in any pockets of the market? Just curious your thoughts around that. Thanks.

[Shankh Mitra, CEO at Welltower]

Yeah, Steve, we're not going to get into what other players might or might not be seeing. We can only tell you what we are seeing. We're seeing a very strong start of the, you know, spring selling season, summer selling season. If you think about how this business works, obviously, the activities pick up very significantly, sales start to happen in sort of second quarter. That translate into third quarter, early fourth quarter occupancy gains. That's just seasonally how the business works. We have seen some significant traction this summer as we're moving into third quarter. We're seeing pricing trends getting better, occupancy trends getting better. I really have no idea what you're referring to, but I can tell you that we're very pleased with second quarter occupancy, right?

[Shankh Mitra, CEO at Welltower]

John just mentioned our reported same store numbers are impacted by the removal of the U.K. assets. We're very, very pleased with what we have seen. We don't know what future holds. I'm not gonna try to sit here and guess what the future will look like, the promise we made to you and our owners is very simple: We will get more than what the market gives us, right? That's our execution, we're very pleased with what we have seen so far. If you look at the demand supply, trends are getting better every day. It's not the other way around.

[Operator]

Your next question is from the line of Michael Griffin with Citi. Your line is open. Michael Griffin, your line is open. Your next question comes from the line of Austin Wurschmidt with KeyBanc Capital Markets. Your line is open.

[Austin Wurschmidt, Director and Equity Research Analyst at KeyBanc Capital Markets]

Thanks, good morning, everybody. I just wanna understand, so with Well no longer having an investment in the Sunrise Management company or sort of dissolving the joint venture relationship with Revera, are the remaining Sunrise-operated assets still revenue-based management contracts? If so, I guess, how does that change the owner-operator relationship moving forward, and, you know, is there more restructuring to do over time, you know, with that portfolio specifically?

[Shankh Mitra, CEO at Welltower]

The answer is, these Sunrise contracts are not what you described. We restructured our contract with Sunrise in 2011-- 2021, sorry, 2021, and Sunrise is fully aligned with us with this principle philosophy that we sync and swim together. So many years ago, I have described that our fundamental philosophy under my team's leadership has changed from owning, you know, part of management company's equity to contract. That's what we have described, and as you can see, one in one of the slides, we have described this seven year long effort to transform all our contracts from sort of top line focused contracts to bottom line focused contract, where we sync and swim together, and virtually all of our contracts are there today. That sort of hopefully gives you an answer to your question.

[Shankh Mitra, CEO at Welltower]

We do not believe, and we haven't done, in sort of having influence on our communities through owning part of management contract, part of management companies. We do it through our contracts, and that's where you can see the evolution of those contracts.

[Operator]

Your next question is from the line of Michael Carroll with RBC Capital Markets. Your line is open.

[Michael Carroll, Senior Vice President at RBC Capital Markets]

Yeah, thanks. I wanted to touch on the Welltower-Cogir, I guess, operating relationship. I mean, how's that relationship going to work, and how should we think about the growth of that platform? I mean, when you're growing into new markets, are you gonna be doing that with Cogir or another operator, or would you be doing that, that yourself?

[John Burkart, Vice Chairman and COO at Welltower]

The as far as for how it works, I'll, I'll talk about that, and I'll let Shank talk about the expansion. As far as how it works, it's working fantastic right now. I'm partnering up with Frederick, and we're working together really on the vision, the strategy, and oversight. Cogir is handling all the execution, all the daily decisions, and all that type of stuff. What you have is a very synergistic team. We're both extremely excited about re-envisioning the opportunity to reposition these assets, and so we're excited about what we're creating there. I won't be involved in the daily aspects of it. I, they're a fantastic operator. There's no value there. I'm focused again on the bigger picture items.

[Shankh Mitra, CEO at Welltower]

From an expansion standpoint, my comment that I made, that this joint venture will have rapid growth, that comment obviously means that you will see that we're expanding. We're very excited about Canada and doing lots of expansions in Canada that will come. We're focused, if you think about in very simplistic terms, this platform that we're launching will be focused on English-speaking Canada. Cogir has a tremendous brand in the French Canada, and we'll work this together on that. Now, what we do in U.S. is a different conversation. Just understand that our PLR is on independent living, and majority of our exposure in independent living is in Canada. That's why we're starting this.

[Operator]

Your next question is from the line of Vikram Malhotra with Mizuho. Your line is open.

[Vikram Malhotra, Managing Director, Senior Equity Research Analyst and Co-Head of US REITs at Mizuho]

Thanks for taking the question. maybe Shankh or Tim, you know, you talked a lot about stress in Senior Housing, referencing obviously the Fannie Mae delinquencies. Then you outlined the, you know, $30 billion, you know, decade opportunity. I'm wondering if you can give us more color on kind of how you think about the funnel in terms of all these distressed opportunities coming, whether it's operational or balance sheet distress. how you think about the funnel and filtering it down to what is actually actionable for Welltower, whether it is analytics driven or strategic driven? Then just combining that actionable pipeline you mentioned, with sort of the long-term earnings power. You talked about double-digit NOI growth, but are there any tea leaves you can share on kind of the earnings, the underlying AFFO, is likely to, to grow over, over a longer time period?

[Shankh Mitra, CEO at Welltower]

Let me see if I can answer your five-part question. likely, I will forget some pieces. Vikram, frankly speaking, if you just take a step back and understand what's happening, the stress that we see are not cash flow driven. The stress that we see are balance sheet driven. The balance sheet driven comes in many forms. There's a significant lack of equity and debt capital today. When we say the debt market is functioning, not functioning, most people assume that sort of the debt market remains, and it's not growing, it remains fairly flat. That's not what's happening today. The debt market, banks are under significant pressure from regulators to shore up capital, which means they're actually selling, they're shrinking, right?

[Shankh Mitra, CEO at Welltower]

You add on top of that, a lot of the construction that happened between 15 and 19 timeframe, they're on SOFR-based loans, they're on LIBOR-based loans. Given how much that, you know, base rates have gone up, right? 500+ basis points just in the last 12 months, is putting tremendous pressure. You think about it, where, you know, a LIBOR plus 350, 400 is today, you are at 8, 9% rates. You just cannot, you know, these capital structures were not envisioned for that kind of rate environment, so you've got massive pressure on that. You see, even people who put floors to caps, a lot of these floors to caps are coming off second half of this year and next year. You know, you add insult to injury, majority of senior housing loans actually come with personal guarantees.

[Shankh Mitra, CEO at Welltower]

I can go on and on and on, but that's not the point. What you're asking is very simply, these assets are not stressed. The balance sheet behind the assets are stressed. We are ready and willing, and to do these executions, you need two things. You need cash, because, you know, we're not showing up with subject to financing, we're showing up with cash. The other very important thing is operating partners. You need both to solve people's problems, their balance sheet problems, and their go-forward problems, and that's why we're doing it. We're not gonna get into, on this call, a multi-year, sort of a earnings growth projection. As Tim has alluded to, this year's earnings growth is significantly impacted by, obviously, our floating rate debt, as well as strong dollar.

[Shankh Mitra, CEO at Welltower]

You know what those numbers are, we have pointed out. Unless you believe rates are going from 5.5 to 11 again, you should not have those kind of impacts going forward, right? From the NOI growth, with that, you can figure it out what that looks like. From my, you know, comment, you can figure out that we're very excited about an accelerating earnings and cash flow growth trajectory as we look into 2024.

[Operator]

Your next question is from the line of Nick Yulico with Scotiabank. Your line is open.

[Nick Yulico, Analyst at Scotiabank]

Thanks. Good morning. You know, in terms of the, you know, the $2.3 billion of investments, post-second quarter, you know, I know you talked about the discount to replacement costs and some of the IRR expectations, but can you just give us a feel for what these look like on a first year cap rate basis, and then, you know, a stabilized yield potential going out a couple of years, and any comments on, you know, occupancy or other drivers that are, you know, creating some of the NOI upside for the assets

[Shankh Mitra, CEO at Welltower]

Yep. I'll start with the last. Obviously, these assets have both occupancy and significant margin growth potential. With the occupancy, obviously, as you understand, Nick, sort of the flow-through mechanics of this business, majority of the profitability in the business is after, call it, 80% occupancy, because there's very significant fixed costs. Incremental margin, if you will, after 80% occupancy, is call it 70%+ margin. Then as you get closer to 90% or above 90% occupancy, you are at kind of 90%. Your incremental margins approach 90%, right? Majority of the profitability, the hockey stick profitability in that kind of 10%+ occupancy range. That's what's the driver of the growth that we think baked into this. We, we like buying low basis, lower occupancy, you know, portfolios.

[Shankh Mitra, CEO at Welltower]

That's sort of what we do. We do not like to pay a cash flow on a highly occupied, you know, high NOI, which drives into obviously results into high basis assets. We just don't do that here. That sort of gives you the answer to the second question, right? Let's just talk about the first question, which is a very simple question. You should assume a year one in this batch of acquisitions, roughly around 6%. Going into 7+, following the math I just described to you.

[Operator]

Your next question is from the line of James Kammert with Evercore. Your line is open.

[James Kammert, Managing Director at Evercore ISI]

Thank you. Good morning. Looking at the business update on the Revera transition, pages nine and 10, could you just provide what is a reasonable timeline for that NOI capture, and what capital you might have to spend to, you know, capture that NOI delta? Thank you.

[Shankh Mitra, CEO at Welltower]

Yeah, we have never gotten into the timeline of our bridge. This is part of our bridge, obviously. We'll leave you to determine when we think stable occupancy will come. That's part of your sort of answer to first part of your question. The second part, I just want to point out one thing: what we are suggesting here is that $120 million we mentioned is part of the $414 million or so of the bridge. That's what it is. If we thought that's all we're gonna get, we would not have done it. In other words, the bridge, the fundamental tenet of the bridge is we go back to fourth quarter of 2019 occupancy.

[Shankh Mitra, CEO at Welltower]

If you look at page 32, which sort of shows one of these transitions we have done, not only, you know, the, the first six that we, no, we gave it to Oakmont exactly two years ago. Today is actually exactly two years. These occupancies are above 90%, where the prior peak was 86 and change in 2016. That gives you, I expect, fully expect to believe they'll be in mid-90s in the next few months. That gives you a sense of where we think the occupancy will go and where the margin will follow. For example, let me give you another example, the Canadian example. The Revera properties that we mentioned, I, I believe one of the pages says it's like, you know, low 70s occupancy. That portfolio is sitting at 23% margin, give or take today.

[Shankh Mitra, CEO at Welltower]

I mentioned to you that Cogir runs in their Canadian portfolio, 40%+ margin. That sort of gives you a sense of where we think that these properties can go. 120 is part of the bridge that shows you 414. If we thought 120 is all we're gonna get, we would not have done it.

[Operator]

Your next question is from the line of Juan Sanabria with BMO Capital Markets. Your line is open.

[Juan Sanabria, Managing Director at BMO Capital Markets]

Hi, good morning. Shankh or John, maybe if you could just talk about what you're thinking or, or seeing, or you're discussing with your operators with regard to the rent bumps either this fall or next year? I'm not sure if it's too early, but just curious on your thoughts on how that could change relative to last year's pretty sizable increases in a different inflationary environment?

[Shankh Mitra, CEO at Welltower]

Yeah. Juan, we're not gonna sit here and try to predict what will happen six months from now, but I expect a very strong rate environment in 2024 as well. What will that be exactly? Depends on a lot of things, I have no reason to believe in a better environment of demand and supply, we're not gonna have a strong pricing power. We'll see when we get there.

[Operator]

Your next question is from the line of John Pawlowski with Green Street. Your line is open.

[John Pawlowski, Managing Director of Residential and Health Care at Green Street]

10, a question on funding going forward. I know funding secured for the deals you've announced that are under contract. I'm just curious how, what you think the optimal funding mix for the next $1 billion of external growth is?

[Tim Mchugh, Co-President and CFO at Welltower]

Yeah, John, I think consistent with how we've been in the past, the funding is gonna be from the most attractive source we have, right? Whether that's public equity, debt, or disposition proceeds, we'll continue to optimally fund as we move along. I would just hesitate to try to provide you forward guidance on that. It'll be, decisions are made at whatever's optimal at the time of the funding.

[Operator]

Your next question is from the line of Ronald Kamdem with Morgan Stanley. Your line is open.

[Ronald Kamdem, Managing Director, Head of US REITs and CRE Research at Morgan Stanley]

Hey, just can we dig into the expenses a little bit, which it seems is trending better than expected? You know, historically, it's been on the labor. That's, that's a surprise. Going forward, maybe can you talk about what are the biggest drivers that you're gonna be looking at? What areas you have conviction in, and where, where could you be surprised, up or down? Thanks.

[Shankh Mitra, CEO at Welltower]

We have a lot of conviction on both continuing to optimizing the labor side and other expenses. I would rather not get into what driver you might get in the next six months versus 12 months, but I will point out that the utility side, the energy side, last fall was a very, very significant hit. At least as we lab going into 2024, we should get from a year-over-year perspective, and frankly, energy prices have come down, we should see some benefit. It-- we're not gonna sit here and just try to predict what might or might not play out, Ron.

[Shankh Mitra, CEO at Welltower]

I will say that you have heard from our prepared remarks, that we feeling very good about continued margin expansion, not just sort of going back to pre-COVID, but we do think that John will take these margins much higher over a period of time.

[Operator]

Your next question is from Mike Mueller with JPMorgan. Your line is open.

[Mike Mueller, Senior Equity Research Analyst at JPMorgan]

Yeah, hi. For the loan portfolio, the loan assets that you're looking at, should we be thinking of those as being, you know, straight debt deals at discounts, or just more specifically targeted toward portfolios where you can ultimately get to the real estate?

[Shankh Mitra, CEO at Welltower]

First thing is, I'm gonna elaborate again, I think I've done it before. I'm just gonna tell you, we don't lend against asset that we don't want to own at the last dollar basis that we, our loan sits at. That's sort of the fundamental premise that we have. Having said that, you know, different transactions come in different forms. We're here to help people provide sort of... We're here to help owners and borrowers with liquidity that they might need, or institutions which owns, already owns those loans. How different transaction will play out, whether it's an existing loan or we're coming in to provide capital, I don't know that yet. We are, our focus is investors-... and simple debt yield will determine where we get to, but just a coupon is less interesting for us.

[Shankh Mitra, CEO at Welltower]

We'll start, obviously, probably we're thinking about how we can get equity returns if we just go in and $1.00 on the dollar when we are actually loaning into a situation that doesn't have debt. If it is existing debt, we're gonna have to think about what type of discount gives us the right return, assuming we get our money back. If we don't, we're comfortable owning the asset at that last dollar basis. Philosophically, that's how we think about it. Every transaction is different.

[Operator]

Your next question is from the line of Joshua Dennerlein with Bank of America. Your line is open.

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

Yeah, morning, everyone. John, last, last quarter, you mentioned you had rolled out a pilot program for drawing in, leads to a couple Senior Housing properties, and I think if I recall correctly, I guess the biggest challenge was just the sheer volume of leads. What's the latest on that pilot program, and maybe just how is that impacting pricing power?

[John Burkart, Vice Chairman and COO at Welltower]

Yeah. The comments, if I remember correctly myself, was the COO called us, and it was funny to me, said, "Gee, you've, you've done so much to increase leads. We're, we're struggling getting our hands around that, in that pilot." They definitely did get their hands around it. You know, it's a staffing, staffing opportunity there. We're continuing to roll out, you know, move from pilot to rollout. We're pressing forward. As I mentioned, we have another operator that's jumping on 100% on board. We'll be pushing forward with our platform up with our venture up in Canada as well. We're seeing terrific results through the marketing efforts that we're applying.

[John Burkart, Vice Chairman and COO at Welltower]

What that does to pricing power, in essence, you know, our focus is on maximizing NOI, right? We're looking at combination between price, between occupancy, recognizing that occupancy comes with a price. Yes, we will push a little bit more on price and find the right point there, it's what's providing our outstanding results.

[Operator]

Your next question comes from the line of Michael Griffin with Citi. Your line is open.

[Michael Griffin, Senior Equity Research Analyst at Citi]

Great, thanks. I know you've talked in the past about, you know, redevelopment initiatives you've undertaken at some properties. I'm just curious if you can give us an update on, on these redevelopments, kind of what the expectation for, for growth in this platform is going forward, and, and any commentary there would be helpful.

[John Burkart, Vice Chairman and COO at Welltower]

Yes, that's really a great question, and I think it's something that is. You know, we haven't talked about it that much, and, and, the reality, though, I think it's completely underappreciated as far as the future earnings potential of this portfolio. You look at our portfolio, it's roughly 20 years old in the Senior Housing business, and that is the sweet spot for renovation. It's what I, I typically call fluff and buff, because what you have is your infrastructure, plumbing, roofing, this kind of stuff is in typically good order. What isn't in good order is the first impressions, amenities, units, and that type of thing. I have been aggressively building out a renovation team, in-house team, at Welltower, experts, and we are launching.

[John Burkart, Vice Chairman and COO at Welltower]

What you'll see is we'll start launching on pretty massive renovation programs, West Coast, East Coast, Canada, UK. All these things are lining up. We're at the beginning stages. The impact should be very positive on NOIs, for certain, obviously increasing occupancy first, and increase occupancy and rate. The value proposition opportunity is significant. I've walked numerous properties in all the regions, and it's clearly a very big opportunity, and having the expertise that we're bringing to the table will truly change the game in renovation of Senior Housing.

[Operator]

Your next question is from the line of John Pawlowski with Green Street. Your line is open.

[John Pawlowski, Managing Director of Residential and Health Care at Green Street]

Thanks. John, just curious, within your U.S. portfolio, can you give me a sense for how the shortfall in independent living occupancy versus 2019 compares to the gap in your assisted living portfolio?

[Shankh Mitra, CEO at Welltower]

We're gonna have to get back to you on that, but generally speaking, you have assisted living fell farther, so obviously it has longer to come back. Independent living didn't fall that far, but it has been coming back slowly, sort of slowly. For specifically, our portfolio has changed materially since 2019 as far as independent living and assisted living is concerned, so we'll have to run those numbers and get back to you. Generally speaking, I will tell you, the assisted living continued to outperform. We are seeing independent living is starting to come back. Frankly speaking, independent living for us, like 75%, 80% is Canada, and it's just sort of a more of a Canada-- I don't know it's a product comment or sort of it's a country comment, right?

[Shankh Mitra, CEO at Welltower]

We're seeing very strong performance finally coming out of Canada. We expect that will get better as all this sort of optimization that we're talking about around these assets will play out. I cannot tell you, John, is it that it's a product thing or just a country thing, because majority of our independent living portfolio sits in Canada.

[Operator]

There are no further questions at this time. Ladies and gentlemen, thank you for participating. This concludes today's call. You may now disconnect.

Participants

Executives

• John Burkart, Vice Chairman and COO
• Matthew McQueen, Chief Legal Officer and General Counsel
• Nikhil Chaudhri, Co-President and Chief Investment Officer
• Shankh Mitra, CEO
• Tim Mchugh, Co-President and CFO

Analysts

• Austin Wurschmidt, Director and Equity Research Analyst at KeyBanc Capital Markets
• Connor Siversky, Analyst at Wells Fargo
• James Kammert, Managing Director at Evercore ISI
• John Pawlowski, Managing Director of Residential and Health Care at Green Street
• Jonathan Hughes, Analyst at Raymond James
• Joshua Dennerlein, REITs Equity Research Analyst at Bank of America
• Juan Sanabria, Managing Director at BMO Capital Markets
• Michael Carroll, Senior Vice President at RBC Capital Markets
• Michael Griffin, Senior Equity Research Analyst at Citi
• Mike Mueller, Senior Equity Research Analyst at JPMorgan
• Nick Yulico, Analyst at Scotiabank
• Ronald Kamdem, Managing Director, Head of US REITs and CRE Research at Morgan Stanley
• Steven Valiquette, Analyst at Barclays
• Vikram Malhotra, Managing Director, Senior Equity Research Analyst and Co-Head of US REITs at Mizuho