Ventas, Inc. (NYSE:VTR) Q3 2024 Earnings Call Transcript

Ventas, Inc. (NYSE:VTR) Q3 2024 Earnings Call Transcript October 31, 2024

Operator: Thank you for standing by. My name is John and I will be your conference operator today. At this time I would like to welcome everyone to the Ventas Third Quarter 2024 Earnings Call. [Operator Instructions] Thank you. I would now like to turn the call over to BJ Grant, Senior Vice President of Investor Relations. Sir, please go ahead.

Bill Grant: Thank you, John, and good morning, everyone, and welcome to the Ventas 2024 third quarter results conference call. Yesterday, we issued our 2024 third quarter earnings release, presentation materials and supplemental investor package, which are available on the Ventas website at IR.ventosread.com. As a reminder, today’s remarks may include forward-looking statements and other matters. Forward-looking statements are subject to risks and uncertainties and a variety of topics may cause actual results to differ materially from those contemplated in such statements. For 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 and for a reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental investor package posted on the investor relations website. And with that, I’ll turn the call over to Debra Cafaro, Chairman and CEO of Ventas.

Debra Cafaro: Thank you BJ. I want to welcome all of our shareholders and other participants to the Ventas third quarter 2024 earnings call. Today, I will discuss Ventas’ strong results in the quarter and our improved 2024 expectations as we execute on our Focus 123 [ph] strategy to capture the unprecedented multiyear growth opportunity in senior housing. As one of the largest participants in the longevity economy, Ventas thrives in meeting demand from a large and growing aging population. Within this favorable macro environment, we are taking two clear actions to deliver results and growth, now and into the future. First, we are driving profitable organic growth in our senior housing operating portfolio, generating our ninth consecutive quarter of double-digit NOI growth from our [indiscernible] SHOP business.

Our team is using its experiential insights and data analytics to propel results and take advantage of this unique opportunity of favorable supply-demand in senior housing. Second, at the same time, we are ramping up our investments in senior housing. Here, we also enjoy a compelling value creation opportunity of private-to-public arbitrage. We can and are acquiring assets with highly attractive financial return expectations at accretive year 1 yield that expand our senior housing footprint, increase our enterprise growth rate, and strengthen our balance sheet. We rarely see this powerful combination of organic and external growth opportunities, and we are dedicating our resources to seed them to create value for our stakeholders. Before I unpack those themes, let’s get to the numbers.

Ventas delivered $0.80 of normalized FFO per share in the third quarter, reflecting 7% year-over-year increase driven by occupancy and revenue outperformance. This result was powered by SHOP with 15% year-over-year cash NOI growth. Total same-store cash NOI grew nearly 8% and our credit statistics continue to improve. As a result, we’re once again raising our 2024 normalized FFO per share guidance, as well as our SHOP and Total Company same-store cash NOI expectations. As we execute our strategy, SHOP organic growth is the engine and is powering us forward. Year-to-date, SHOP NOI has increased nearly 16% and our RevPOR, OpExPOR spread is a strong 300 basis points, leading to margin expansion. Margin is increasing and should expand further as occupancies continue to rise and operating leverage takes hold.

With the over-ageing population expected to increase 27% over the next 5 years, our communities are well-positioned for future NOI growth because they provide exceptional, affordable environments in markets with compelling supply-demand dynamics. As we look ahead, we believe we have a long runway for continued growth in senior housing. Our prior occupancy peak and SHOP reached 92% in late 2014, when conditions weren’t nearly as favorable as they are now. Our goal is to shoot for and exceed prior peaks of occupancy and NOI over time as surging demand outpaces senior housing construction, which sits at record low levels and inflation moderates. Our markets show particularly favorable conditions and we expect to continue to drive significant upside as our Ventas team and OI platform work with our peer providers to drive outperformance.

We’ve also ramped up our investments in senior housing to $1.7 billion this year. Here too, we are utilizing our OI insight, field experience and industry relationships to identify attractive opportunities, increase our enterprise growth rate, and expand our senior housing footprint. As a result of this investment activity, we expect SHOP NOI to increase by 12 percentage points and senior housing to grow to well over half of our business by year-end. These acquisitions fit squarely into our articulated strategic and financial framework and should create value for shareholders. We’ve rarely seen such favorable investment market conditions where the pool of available assets is large and growing, and investments should generate relatively high year 1 yield and offer significant future growth.

Importantly, we are well-positioned from a balance sheet, cost of capital and experience standpoint to be highly active and successful. We intend to build on our momentum to continue to expand our participation in the unprecedented multiyear growth opportunity in senior housing. At Ventas, we have a long history of taking a holistic view of delivering sustainable growth for all stakeholders. Last month, we released our 2023-2024 Corporate Sustainability Report, which details our key initiatives as we enable exceptional environments benefiting a large and growing aging population. I am proud of our sustainability leadership and accomplishments and our team which are widely recognized. Our integrated approach has enabled us to deliver nearly 19% annual PSR since the beginning of 2000.

In sum, I feel great about where our business is and where it’s heading. Our enterprise enjoys durable, inelastic demographic demand, powering a multiyear runway for growth. Our platform and team are driving outperformance and capturing market share. Because of these favorable secular and structural advantages, we are well-positioned to deliver value for our shareholders and advance our important mission to help people live longer, healthier and happier lives. And the whole Ventas team is enthusiastically going after it. Now I’m happy to turn the call over to Justin.

Justin Hutchens: Thank you, Debbie. I’ll start with our efforts to deliver profitable organic growth in senior housing. The third quarter same-store SHOP portfolio grew occupancy by an industry-leading 350 basis points year-over-year, leading to our ninth consecutive quarter of double-digit NOI growth at over 15% and an overall operating margin of 26.3%, which is up 150 basis points year-over-year. We also had one of our best occupancy growth quarters sequentially with 140 basis points. Leading indicators of Leads and Tours [ph] have been outperforming all year and continue to do so in October. Revenue growth was around 9% across the portfolio and the U.S NOI growth was 17.7%. Sunrise, Sincerely [ph], and Discovery continue to deliver excellent operating results in the U.S. Double clicking on our occupancy performance, our Canadian portfolio is an all-time high of 97% occupied in September, led by Le Groupe Maurice and Atria.

Occupancy outperformed the market. The U.S spot occupancy grew 370 basis points year-over-year in the top 99 markets, which is 140 basis points faster than the NIC average. Furthermore, we grew 130 basis points in these markets, which is almost double the NIC average. Moving on to guidance. As the third quarter exceeded our expectations and October is off to a good start, our average occupancy growth expectations have increased to about 290 basis points, which is up 40 basis points versus the original guidance. Year-to-date RevPOR growth has exceeded OpExPOR by 300 basis points, and we expect a continued healthy spread as pricing continues to outpace the moderating inflationary pressures we have experienced this year. All of this considered, we are pleased to raise SHOP full-year guidance expectations for the third time this year to 15%.

Furthermore, we believe rate growth will be favorable into 2025 as we anticipate significant demand, well-positioned communities, and a value proposition that is attractive to seniors and their families. Moving on to Ventas OI. Our SHOP performance stems from a right market, right asset, right operator approach, enhanced by the Ventas OI platform, which leverages a billion operational and financial data points and experiential insights. This platform empowers our SHOP operators with advantages in sales, pricing, market positioning, CapEx, and digital marketing, to name a few. Key drivers include acquisitions, new shop operators, CapEx investment, and strategic conversions from Triple-Net to SHOP, all aimed at boosting occupancy and NOI amid favorable supply-demand trends in senior housing.

The OI platform also enables us to segment the portfolio in ways designed to increase NOI and margin. We are all familiar with the rule of thumb, a 50% incremental margin flow-through in communities that are between 80% and 90% occupancy and the 70% flow-through in communities that are above 90% occupied. I don’t think it’s widely understood how higher occupied communities can power growth. Let me walk you through a case study to highlight this opportunity. If you want to follow along, you can see this case study on Page 12 in our earnings deck. Our Zero Lost Revenue Days initiative aims for full occupancy across select communities in our portfolio, minimizing vacancy and maximizing NOI growth. 40% of our SHOP portfolio is in the 90% plus occupied category, offering substantial outperformance potential.

Due to the operating leverage in our business, scarcity value, and lack of frictional vacancy, we have significant opportunity to drive NOI growth in highly occupied communities. It’s important to note that we typically don’t experience frictional vacancy in senior housing due to the relative small unit size, lengthy notice periods to vacate, and low wear and tear on the units, ultimately allowing for sufficient time to plan a unit turn. As occupancy grows across our portfolio, the benefits of highly occupied communities are materializing. I’ll highlight eight communities in September that reached Zero Lost Revenue Days, maintaining 100% occupancy every day of the month. These properties saw a 440 basis point occupancy increase over the last year, a 7% RevPOR improvement, 12% revenue growth, and over 25% NOI growth.

These communities all delivered market-leading quality care and services, which is essential to attracting and retaining residents and employees. The philosophy is simple. Full is full. And it underscores the value of renting every unit daily, maximizing NOI through operating leverage, scarcity value, and zero vacancy. While not achievable for every property, we aim to continue to replicate this result with operators and targeted communities through our portfolio, including our new acquisitions. I’ll summarize my SHOP commentary by highlighting our continued occupancy outperformance NOI growth. We truly are seeing momentum in the business. Next, I’ll comment on our Triple-Net lease with Brookdale, which expires at the end of 2025. Brookdale has the option to renew by November 30 of this year.

It is a well-covered lease with strong and improving coverage, comprised of underlying assets that sit in markets with a 1,000 basis points of potential occupancy upside. Due to the strong underlying performance of the portfolio and compelling projected tailwinds, there are a variety of outcomes that are positive for Ventas, which could include full renewal, full transition to SHOP, or something in between. We’ll update you about the progress of this lease when we know more. Now I’ll move on to investments. We continue to execute on our Focus strategy, which is to capture value creating external growth concentrated in senior housing. The market is presenting compelling opportunities. We are in a great position to capitalize on these opportunities, given our advantaged position as a large owner of senior housing with financial strength and flexibility, far-reaching senior housing sector relationships, and a successful transaction track record.

Our investment pace is accelerating, with $1.7 billion of senior housing investment closed or under contract, which is $1 billion more than we stated a quarter ago. The $1.7 billion is comprised of 43 new senior housing communities, 16 different transactions, with a median size of $47 million. We have targeted high performing communities with upside that have demonstrated market-leading performance and should continue to grow NOI due to the strong market fundamentals, increased operating leverage, and competitive pricing. The communities we have purchased are generally large-scale, offering a variety of services including independent living, assisted living and memory care. We are purchasing communities in an attractive investment basis of 250,000 per unit, which is a significant discount to replacement costs.

These investments are right in our strike zone. Our stated financial criteria of 7% to 8% expected year 1 NOI yield, low to mid-teens, unlevered IRR, and we continue to purchase below replacement costs. The affordability in the new markets we are entering is supportive where residents can afford greater than 7x our length of stay. We also expect a significant net absorption opportunity during the next few years as a result of growing demographics and minimal new supply in the markets we have selected. We continue to expand with our existing operator relationships as well as welcoming new high performing operators in aligned management agreement. I’ll spotlight an investment where we acquired 20 senior housing communities currently operated by Grace Management.

This strategic acquisition includes communities operating a mix of independent living, assisted living and memory care, aligning with our focus on value-creating growth in senior housing. These communities are located in markets that support significant potential occupancy growth and price opportunity over the next few years. At 92% occupancy, this investment should benefit from the high operating leverage opportunity as I noted earlier. We expect 7% to 8% year 1 yield and low mid to teen unlevered IRRs consistent with our target financial metrics. This investment expands our relationship with Grace, who is a strong performing existing Ventas operator. Our investment pipeline remains active as we continue to pursue high performing senior housing communities with attractive financial returns.

In summary, we are effectively executing on both our organic growth priority in senior housing and value-created senior housing investments. Bob?

Robert Probst: Thank you, Justin. I’ll give an update of our financial results, provide an overview of our balance sheet, and close with our improved outlook for the year. Ventas reported net income attributable to common stockholders of $0.05 per share in the third quarter. Our Q3 normalized FFO per share of $0.80 represents a 7% increase year-over-year. Our total company same-store portfolio cash NOI increased 7.6% in the third quarter, led by over 15% growth in SHOP. Our Outpatient Medical & Research segment, or OMAR, same-store cash NOI increased to 2% in the third quarter and grew over 3% on a year-to-date basis. In our outpatient medical portfolio, Pete and team remain active on leasing, executing 1 million square feet of new and renewal deals in the quarter for a total of 2.5 million square feet year-to-date.

Tenant retention of 85% has improved 300 basis points from the prior year. As a result, outpatient medical same-store occupancy improved 20 basis points year-over-year in the third quarter. Our university-based research same-store portfolio increased cash NOI by nearly 5% both in the third quarter and year-to-date, led by new leasing and higher rents. Our core research portfolio is performing very well to strengthen our market and institutional demand. As Justin described, we have increased our investments in senior housing with 1.7 billion of senior housing investments closed or under contract. Refunded, the 1.4 billion of closed senior housing investments via 1.1 billion in equity issuance at an average price of $54.20 and $300 million of completed dispositions.

I note that since the second quarter, we have raised approximately 570 million of equity at an average price of $61.27. Consistent with our strategy, organic shop growth and equity-funded senior housing investments have materially improved our balance sheet. Our 3Q net debt to EBITDA of 6.3x has improved by 60 basis points since the start of the year, and we now have land of site to our targeted 5x to 6x range. We also have robust current liquidity of $3.1 billion. We have addressed our 2024 maturing debt and proactively refinanced a portion of our 2025 debt maturities, including through a 550 million 5% bond issued in September prior to the recent run up in long rates. I’ll close with our updated 2024 guidance. We’ve raised our outlook for ’24 for the third time this year.

We now expect net income attributable to common stockholders to range from $0.09 to $0.13 per diluted share. We increased the midpoint of our full year normalized FFO guidance to $3.16 per share from the previous midpoint of $3.15. Our improved full year midpoint is driven by a $0.02 improvement from increased investment activity and higher shop same-store growth expectations, partially offset by a penny dilutive impact of our strong stock price performance on our exchangeable notes. I would note that $1.2 billion of our $1.7 billion in senior housing investments are closing on a weighted average basis in the middle of Q4, thereby limiting the 2024 accretion. We have raised our total company’s same-store cash NOI to now approximate 7.4% year-over-year at the midpoint, as well as increased our SHOP same-store cash NOI [technical difficulty] growth year-over-year.

For additional 2024 guidance assumptions, please see our Q3 supplemental and earnings presentation deck posted to our website. To close, we are pleased with the results both in the quarter and so far this year, and to once again have improved our full year expectations. With that, I’ll turn the call back to the operator.

Q&A Session

Operator: Thank you. [Operator Instructions] Your first question comes from the line of Nick Joseph from Citi. Please go ahead.

Nicholas Joseph: Thanks. Debbie, you mentioned a long runway and obviously the improving operating fundamentals, pricing, expenses, occupancy, everything. I guess my question is just, what are the early indicators that supply could start to re-emerge? We obviously haven’t seen in the start state yet, but just wondering what you’re seeing from the sector overall as you talk to lenders or others within the industry, what could spur that just given the really strong forward outlook?

Debra Cafaro: Thanks Nick. Good morning. So the construction as a percentage of inventory is at record low, as I mentioned. I think just a little over 2,000 units were started this quarter, and we’re seeing annual increases in the resident, the customer base of over 500,000 a year growing. And so we’re still seeing constrained supply considerations including lending, including costs, and including rent levels which would have to be significantly higher to justify new construction. So there is a long runway. We know there’s a significant lag as we saw in the financial crisis it was 4 or 5 years and then we really peaked in occupancy and as I mentioned conditions were far less favorable then. Senior population grew 4% over 5 years and now it’s growing 27%.

We see that step function a few years from now in the population when the baby boomers start to enter the over aging population. So it is a long runway and we feel really good about it and that’s why we feel that this combination of organic and external growth is a real winner.

Nicholas Joseph: Thanks. And then maybe just on that ramping investments in senior housing, just given that kind of runway, can you talk about the seller motivation [ph] at this point and kind of the opportunity set that you’re seeing there. I would think that a seller can also see the improvements from the fundamental perspective. So why sell now into this runway?

Debra Cafaro: Yes, good question.

Justin Hutchens: Hi, its Justin. Yes, if you just look at, for instance, the $1.7 billion that we’ve either closed or under contract, there’s been what 16 transactions. About 9 of those have been developers that were cashing in. There were some repeat sellers. These were just groups we’ve done transactions with before, came back to us to do it again, just give them a good track record we had with them. And then there’s a handful of just PE [ph] firms that were selling for a variety of reasons. I think it’s very clear that the fundamentals are really good and that’s a great, given all the backdrop and the long runway that Debbie described, it creates a great buying opportunity for us, given our capabilities and our financial strength and flexibility, but it also has created a selling opportunity for certain players as well. So the opportunities have been certainly growing in our pipeline.

Debra Cafaro: Yes and the asset should perform better in our hands.

Nicholas Joseph: Thank you very much.

Operator: Your next question comes from the line of James Kammert from Evercore. Please go ahead.

James Kammert: Hey, good morning. Thank you. If I could, Justin, drill down on your case study on Page 12 of the very high occupied cohort of units or communities. Was that a cross-section? And thinking about the whole 111 communities, a cross-section of operators?

Justin Hutchens: Yes, so we do have — it’s a cross-section. In the case study, I really focused on eight communities particularly, and even though it was a cross-section, you have a mix of majority IL, AL, a couple in Canada, most of them were in the U.S. So it does speak for the opportunity, I think, really across the board. And we’re going to have really the best opportunity to be 100% occupied or really achieve that zero-vacant unit standard in communities that have already established themselves as market leaders. And we have many of those. Certainly, the acquisition pipeline that we pursued are with bona fide market leaders that have a lot of upside ahead. So, we’re really pushing to support that outcome and we’re pleased to see it start happening.

James Kammert: Great. And then a second question, if I may. Just stepping back more secularly, what does all your wealth of data collection tell you about sort of penetration rates for senior housing in your markets. Are you able to track that or get some — share some insight as to, how these by age cohort, how people are increasing or decreasing their usage of the product? Thank you.

Justin Hutchens: Well, I can tell you that we do track penetration rate. We track it. There’s a number of factors that go into our net absorption projections. Penetration across the sector is at 11%. It’s basically exactly where it was pre-pandemic. There’s — penetration tends to follow affordability. It’s not — it’s one of the reasons why we tend to prefer markets that have very strong affordability because you’re going to have a higher utilization of senior housing in those markets. And it trended up. I mean, clearly, a few years ago penetration had fallen off a little bit. It’s back where it was. And really to get the results that we’re anticipating over time in this multiyear kind of occupancy growth opportunity, you really don’t need to see penetration rate move much, if at all.

So, there’s a strong aging demographic, there’s very strong affordability. We’re selecting markets that, first and foremost, that have those characteristics. And as Debbie said, we have the platform to really ensure good performance in these markets. And it’s certainly helpful to have strong tailwinds.

James Kammert: Okay. Thank you again.

Debra Cafaro: Thanks, James.

Operator: Your next question comes from the line of John Kilichowski from Wells Fargo. Please go ahead.

John Kilichowski: Thank you. Just on the guide for SHOP, and forgive me if I missed this, but I noticed there was an updated RevPOR, OpExPOR guide. This quarter, RevPOR came in at 4.4 and OpExPOR 1.3 year-to-date. Is that — and just kind of going back to your 2Q guidance, I believe it was 5.25. Are those both in line with your 2Q guidance, or are you seeing maybe a little softer RevPOR, but also softer OpExPOR that’s kind of balancing that out? Curious if there’s any conservatism heading into 4Q.

Justin Hutchens: Right. So first of all, we are — we focused on the spread between the two, and that’s been around 300 basis points. And that really held, we expect that to continue. That was considered in the guidance update that we gave. That full year number you mentioned, that’s a pretty good proxy for where we’ve been running. The 300 basis point spread is reflected in the year-to-date performance.

Robert Probst: To put it another way, I would — this is Bob. I would say year-to-date P&L elements in the supplemental is a good indicator of the Peace Parks in terms of RevPOR and OpExPOR growth as we think about the year.

John Kilichowski: Got it. Thank you. And then maybe just jump into your top tenants and more specifically Atria, but please touch on any others if there’s anything newsworthy. But just could you talk about Atria’s performance and maybe bifurcate the IL and AL portfolios?

Robert Probst: Yes, sure. So Atria is our largest shop operator. We have a legacy portfolio with them in the U.S. and Canada, and then we have the holiday portfolio. They’ve consistently been a really good performer in our legacy portfolio. We’ve had a working relationship with them over time where we’ve been really helping them to focus their footprint in the cluster markets. And so at one point you might have thought of Atria as a national platform. Now I think of them as a super regional because they’re well clustered. We’re getting solid execution in the legacy portfolio. The holiday portfolio has been a work in progress. They’re a big contributor to the occupancy growth we’ve had year-over-year though. So we like — what we’re seeing has been around 400 basis points of occupancy growth year-over-year.

So, I would say they’re checking our boxes. In the U.S., I also mentioned in Canada that they’re one of the leaders in terms of driving higher occupancy. Where Canada is 97% occupied, Atria has been a key contributor to that, the other being the group, Maurice. There’s a new CEO at Atria as well. [Indiscernible] been in place for a couple quarters now. She’s brought a lot of enthusiasm, experience and direction to the company that we’re really pleased about.

Operator: Great. Thank you. Your next question comes from the line of Jeffrey Spector from Bank of America. Please go ahead.

Jeffrey Spector: Great. Thank you. My first question on opportunities, is it time to lean into life science or will there be a time over the coming months to lean into life science again?

Debra Cafaro: Hi, Jeff. It’s Debbie. We’re definitely prioritizing investing in senior housing. That’s really foundational to the strategy that we’re executing and certainly we believe in the business long-term. But right now, our key focus is in [indiscernible] and senior housing.

Jeffrey Spector: Okay, fair. Thank you. Then my second question, can you discuss the margins during the quarter? It looks like they compressed across the different formats. I apologize if I missed this. Can you explain margins during the quarter?

Justin Hutchens: With asset class, I can start with SHOP.

Jeffrey Spector: Okay, good.

Justin Hutchens: So Shop had — we had, year-over-year, we’ve had, what 150 basis points of margin expansion. That’s what we, kind of an expansion we expect to see given the revenue growth we’re having relative to the expense growth overall is driven by occupancy and rate. It’s really mentioned that RevPOR OpEx metric. There’s a sequential change that was impacted by some, we have insurance renewals in the third quarter. There’s seasonal expenses that we face. There’s — so there’s just typically for us, we don’t see improvement from between second and third quarter. And so there’s a little bit of a climb sequentially. But on a year-over-year basis, we’re certainly seeing margin expansion.

Jeffrey Spector: Thanks, Justin.

Operator: Your next question comes from the line of Ronald Kamdem from Morgan Stanley. Please go ahead.

Ronald Kamdem: Hey, just two quick ones. With the acquisition sort of ramping and I think becoming more and more clear that ’25 is going to be strong, maybe any updated thoughts on when you think private capital, private equity will start to look at the space, come into the space, and why you think they have not done it so far if everything is so good? Thanks.

Justin Hutchens: Yes, so this is Justin again. I definitely would say private capital is always circling. The conditions over the past year really haven’t been supportive of private capital due to the availability and cost of debt. That’s put us in really an advanced position. But I would expect that given the fundamentals that we’ll see the competition again. We’re clearly used to facing the competition and feel very comfortable that we’ll get our fair share. We have an advantage platform, from a financial strength flexibility standpoint, we’re advantaged from Ventas OI standpoint, where we have the team and the capabilities to really drive outside performance and also just to underwrite, see opportunities where others might not. So I really like our opportunity to continue to compete.

Ronald Kamdem: Great. I guess my second question was, look, almost 9% top-line growth is pretty impressive. We’re obviously trying to figure out what next year and the years beyond bring. I guess my question is when I look at this 350 basis points occupancy gain and almost 4.5 RevPOR. Is there anything — Is there any obvious reasons why that should start to flow? Was there maybe some low-hanging fruit that we picked this year? Maybe we should be thinking about just trying to think about the sustainability of these very impressive numbers.

Robert Probst: Yes. I’d say, first of all, we’re not going to give you 2025 guidance expectations in answering this. One thing that did flatter expenses this year is we had a year-over-year comparison versus agency costs last year. So, that impacted off export and labor core metrics. That agency is pretty much out of our system now. So, that’s a comp to consider moving forward, the supply demand, the pricing opportunity, know, all these fundamentals that we’re facing, we expect to continue. So, we’ll look forward talking more about our expectations moving forward.

Ronald Kamdem: Got it. Thanks so much.

Operator: Thank you. Your next question comes from the line of Vikram Malhotra from Mizuho.

Unidentified Analyst: Hey, this is [indiscernible] on for Vikram. Can you just give us some details on how the transition assets are growing relative to the same store and when they would become part of the same-store pool? And separately, what’s the average occupancy of the acquired assets this quarter? Thank you.

Debra Cafaro: Our same-store pool — thanks for the question. I think it’s important to start by saying that, our same-store pool is really the lion share of our total shop portfolio. So is it good representation of the overall performance?

Justin Hutchens: Yes, so when we talked about transition communities, a lot of those are in the same-store pool already. There’s some that we transitioned last year that will come into the pool. And in that case, we’ve had really good occupancy growth. We’re looking forward to NII opportunity moving forward in those communities. But honestly, it’s largely represented already based on the pool that we’ve been reporting on. Also, in terms of your question around acquisitions, the acquisition [indiscernible] has been around 90%, 91%. That’s across the board. And the reason for that is we’re targeting bona fide market leaders in markets that have more upside so that we can drive occupancy and price in communities that have a proven track record of delivering best-in-class quality care and services and should continue to really outperform. And so we really like how the acquisitions are positioned.

Unidentified Analyst: Okay. And just a second question in terms of capital allocation. Given the Canadian portfolio is nearly fully occupied, how do you think about monetizing part of it or maybe the entire portfolio and redeploying the capital into higher growth profile assets?

Debra Cafaro: Thanks for the question. Yes, you’re right. The Canadian portfolio is an incredible tool. I mean, it really has been terrific and continues to be a significant contributor to growth. And so, we’ve managed that portfolio by basically leveraging it in a way that provides a greatest value instead want to continue to work with the operators to drive occupancy and performance.

Unidentified Analyst: Great. Thank you so much.

Debra Cafaro: Yes, I mean, in — our philosophy is really to grow our SHOP with risk.

Operator: Your next question comes from the line of Richard Anderson from Wedbush. Please go ahead.

Richard Anderson: Thanks, good morning. So, back to the question about competition for assets and the lack of sort of, maybe relative lack of PE because of availability of debt. When you look at cap rates, I think you did, on the activity so far, 8% yield on your senior housing activity. And then you compare that to multifamily, 4% or 5%, industrial 4% or 5%. You can argue your outlook is by far much better, at least in terms of visibility. The lack of competition, putting aside the PE component, just that people can’t do it. You need a certain level of operating talent to go after some of these assets. So it’s always going to be a limited competitive set, or do you think it comes back? And corollary to that question, if your cost of equity is in the range of five, is that the way we should be thinking about 300 basis point type spread when we think about 2025 estimates?

Debra Cafaro: Thanks, Rich. Look, I think that there are multiple reasons that we’re enjoying these compelling investment opportunities now. Obviously, our cost of capital and the relationships and experience are helping. There is limited competition because of debt markets, but you really hit on I think something very important and differentiating and I’ll brag on Justin and the team a little bit. I mean, there is a moat. It is a business that requires significant expertise and also data analytics. And that’s the more it feeds on itself in a positive way. And so we have the scale, we have the data, we have the experience, with Justin having operated, we have an industry relationship with the operators. And all of those things create a significant competitive advantage that should enable us to really be a premier global owner of senior housing.

And that does, I think, keep competition less. And of course, we’re always dealing with competition over the last 25 years, and we now have to get more than our fair share. But that is you’ve really hit on I think a very important reason and that is the competitive mode that we have that gives us these compelling investment opportunities.

Richard Anderson: And in terms of spread investing, is kind of 300 basis points where you’re thinking if you just do an inverse of the AFFO yield, AFFO multiple?

Debra Cafaro: I mean — yes, I mean, look, we’re very pleased to be delivering strong cost performance for our shareholders. That’s what we’re here for. And that’s obviously a variable metric that goes into our calculus and it changes over time. And right now it’s working for us and hopefully we’ll continue to do so and even get better.

Richard Anderson: Last question on Brookdale. I know you’re not going to say much, but maybe a little bit more. Could they go past their November 30th decision day? Would you allow them to, or is that a full stop? You got to know by then. I’m just curious what your flexibility is to allow the negotiation to extend into perhaps next year. Thanks.

Debra Cafaro: Well, I mean, if it goes beyond the contractual notice date, then [indiscernible] no longer has the option to renew the cub.

Richard Anderson: Okay, fair enough. Thank you.

Operator: Your next question comes from the line of Juan Sanabria from BMO Capital Markets. Please go ahead.

Juan Sanabria: Good morning. I’m just hoping you could talk a little bit about the shop lead indicators. Would you be able to provide a spot SHOP, same-store occupancy for October and or comment on what the OI or data would suggest about rent bumps, Jan 1, which I’m sure you’re thinking about this coming year versus what you experienced in 24?

Justin Hutchens: Juan, I’m going to try to answer this. So without giving too much information up here, I’m going to start with rent because we’re just not going to get into the ’25 numbers, but we do think the environment is favorable for pricing. And so we’ll report more on that in the future. In terms of the lead indicators, we’ve had throughout the entire year leads and tours have been running higher than last year. That was true through the third quarter. It’s true in October. So that’s obviously driving move-ins and occupancy growth. As I mentioned we’ve had industry-leading occupancy growth and that really all starts with our ability to drive business to the doorstep. So we’re pleased with that performance and encouraged by it, even this late in the season, to see the activity that we’re seeing.

Juan Sanabria: Okay. And then just on your zero vacant days, I guess a couple questions there. You mentioned notice periods. How many people actually give notice that they’re moving out? I thought a fair amount of people unfortunately pass away. And is there an element where you can start booking revenues before a person moves in associated with shrinking those vacant days?

Justin Hutchens: So there’s notice periods in the resident agreements that can range anywhere from 10 days to 30 days, depending on the circumstances. So you have visibility into when a unit will become available. There’s also the opportunity for new residents. If you think about the demand that you’re experiencing in a community that has zero vacant units, prospective residents are going to want to make sure they have access to the unit. So they take financial possession proactively. That happens oftentimes. But even if they don’t, if you really think about what we’re talking about, we’re talking about a 400 square foot unit that has — it’s lightly furnished, has some personal belongings but nothing like we have in our own homes.

And you’re — one operator targets a 30-minute turnaround because it’s a deep clean and a touch up pain. If it needs more than that, you might add a few hours to that. But this is not a complex unit turn. It’s extremely simple. It can happen quickly. You can plan for it. And so that really leads to this opportunity to have zero-making units. That combined with the demand at the doorstep and, most importantly, positioning yourself as a market leader because you’re the best at what you do in your market.

Juan Sanabria: Thank you.

Debra Cafaro: Your next question comes from the line of Omotayo Okusanya from Deutsche Bank. Please go ahead.

Omotayo Okusanya: Yes, good afternoon. Most of my questions have been answered, but Debbie and Justin, curious as again we’re kind of going through election season, if there’s anything out there you guys are looking at that could potentially impact healthcare as a whole, and maybe senior housing in particular, one of the things I’m kind of looking at is if we end up in a world where regulation makes it harder for PE to be involved in health care. But anything that’s kind of top of mind would be helpful.

Debra Cafaro: Well, we’re really focused — hi Omotayo, I’m glad you got on, even though most of your questions were answered. But I do think that we are in a favorable spot as we participate in this longevity economy because we do have a consumer-driven product that has significant demand and we have the platform that is driving out performance there. It should have limited impact, really, regardless of what happens in the election. There may be impacts on long rates, depending on who’s elected, that could affect kind of the real estate sector writ large. But as a public company who is in an advantaged position relative to private equity in real estate right now I would think that we would be — we would have a better position than the real estate market public and private. The public guys you have [indiscernible] or have an advantage because of access to cost of capital.

Omotayo Okusanya: Thank you.

Debra Cafaro: Thank you.

Operator: Your next question comes from the line of Michael Stroyeck from Green Street. Please go ahead.

Michael Stroyeck: Thanks and good morning. Maybe 1 on the outpatient medical portfolio. So, now that that legacy portfolio is part of the same store pool. You need to quantify how much NOI or occupancy upside actually remains across those assets and has there been any deceleration and why growth or occupancy gains and recent quarters now that just the lowest hanging fruit within that portfolio may be already taken care of?

Peter Bulgarelli: Yes, thanks Michael. This is Pete. I appreciate the question. Just to level set, we’ve got about 79 buildings that entered the quarterly same-store pool for ELP this quarter and we’ve been really hard at work in applying the Little Bridge Playbook to the ADCET portfolio. We’ve replaced 19 property management teams, we’ve replaced half the leasing brokers, and we’ve replaced virtually 100% of the contracts that relate to the services in the buildings. So you’re starting to see a lot of results. Tenant satisfaction went from the bottom quartile to the third quartile. So really happy about that. And then, not surprisingly retention has been up as a result of happier tenant satisfaction. Occupancy is up and so is NOI growth.

So we’re really excited about all that. We think that this portfolio will be an accelerant for us going forward. If anything, our growth outlook on this portfolio is stronger than what it was when we first got it. And there’s probably 8% plus occupancy improvement potential to get it to the level that the rest of the portfolio is. So upside there for occupancy growth.

Michael Stroyeck: Absolutely. Got it. That’s helpful. And then maybe on the secured loan investment during the quarter, could you provide just some additional details surrounding the ROFO on that, and then any details on the actual underlying properties in terms of location, occupancy levels, acuity mix, anything you can provide there would be helpful.

Justin Hutchens: Yes, sure, Justin. Yes, this is a unique opportunity to potentially own one of the highest quality senior housing assets in the country, quite frankly. This is [indiscernible] senior living. It’s a high-rise in Seattle that has a mix of independent living and assisted living and member care product. It’s high price point, very attractive physical plant. You’re getting a renter anywhere from $10,000 to $20,000 per month. It was a good opportunity to get a high yield loan. It’s a senior secured loan, so we’re the only lender. We have properties collateral and other credit enhancements. But I think what’s most exciting and interesting to us is potentially buying it. We have a typical ROFO. Clearly, we’re the right type of buyer for an asset like this. It was just a neat opportunity to put money out at a really nice return and bridge the potential ownership. Thank you.

Michael Stroyeck: Thanks for the time. Q O Your next question comes from the line of Michael Carroll from RBC Capital Markets. Please go ahead.

Peter Bulgarelli: Yes, thanks. I know you guys don’t like to talk about individual operators, but you did comment on Holiday earlier in the call. I was wondering if you could provide more details on how they’re performing or the changes that they’ve implemented last August. Have those really taken hold and you’re seeing better results that you think are sustainable going into 2025?

Justin Hutchens: Yes, I think that probably the best way to attack that is really just to talk about our overall independent living performance in the U.S. Independent living has been a strong, really equal contributor to the overall occupancy growth that we’ve had. Holiday is part of that. We’ve had other operators operate independent living as well. There’s been really strong demand. There is — it also tends to be a higher occupied asset. So it also has very high operating leverage. And so as occupancy grows, we expect it to be a big contributor from an NOI standpoint. But we’ve seen really good progress and momentum in the independent living product across the board.

Peter Bulgarelli: Okay, and then I think earlier, Justin, I think there was a question about the occupancy trends throughout the quarter. I mean, I’m just trying to really understand, like, what’s the typical seasonal trend you see in occupancy? Does it really start to accelerate in mid-summer or then kind of tail off in the late summer and have you seen that? And I believe there’s a question about what was spot occupancy at the end of the quarter. I don’t know if you answered that, if you did, apologies, but if you didn’t, I mean is that something that you can disclose?

Debra Cafaro: We had great sequential average occupancy growth that Justin talked about, if he can repeat it here from the second to the third.

Justin Hutchens: Yes, so typically you would see, the key selling season is May to September. Most of the occupancy growth is going to come during that period. It is also typical seasonality to see a downturn in occupancy in the fourth quarter. We are not seeing that. We’re expecting growth in occupancy in the fourth quarter based on the performance that we’ve seen so far. So everything is off to a really good start in that regard. We’ve talked about our outperformance as well and I think that’s notable when you compare us to the top 99 markets, we’ve been — we have 380 basis points growth in the [indiscernible] top 99 versus 230 across the sector and then our sequential growth was really strong. And so we are — as I mentioned, now it’s 140 basis points outperformance versus 70 basis points.

So, it’s two times the sector sequential occupancy growth in the third quarter. And as I mentioned, all the leading indicators and our expectations around occupancy remain very confident. So that’s leading into a good fourth quarter so far.

Peter Bulgarelli: Okay, great. Thank you.

Operator: Your next question comes from the line of Michael Kelleher from JPMorgan. Please go ahead.

Michael Kelleher: Yes, hi. Just as you look ahead to 2025, are you expecting to fully or substantially equity fund acquisitions again?

Robert Probst: Yes, this is Bob. I’ll take that one. So, we’ve been very successful in executing on the strategy we laid out at the beginning of the year, which is investing behind senior housing to grow our participation. And if the market is there to fund that with equity, that has been working for us, clearly that’s been the playbook. And you can see that not only in the growth in our senior housing portfolio, but also in our bridge, which is improved 60 basis points year-to-date. But as I look [indiscernible] I would like to call it more a cowbell. We like what we’re up to and given the market conditions, hope that can continue.

Michael Kelleher: Got it. Okay. And then second question, can you give us a sense at this point of the initial drag if the full Brookdale lease transitions to the shop?

Debra Cafaro: Well, yes. Remember there’s, what I would comment on is that if it transitions to shop, remember that the lease has — is well covered from an EBITDAR or NOI standpoint to [indiscernible]. And so there’s an excess amount of EBITDAR compared to RET. So that would have to be taken into account as you consider what the impact would be of a conversion of the whole Brookdale lease to shop. And that’s a favorable fact pattern.

Michael Kelleher: Got it. Okay. Thank you.

Debra Cafaro: Does that make sense? Do you understood?

Michael Kelleher: Yes, I think so.

Debra Cafaro: [Multiple speakers] what I’m saying. Okay, good. There’s more EBITDAR than cash rev.

Michael Kelleher: Got it. Okay. Thank you.

Debra Cafaro: Okay, thanks.

Operator: Your next question comes from the line of Wes Golladay with Baird. Please go ahead.

Wes Golladay: Hey, good morning, everyone. I just had a quick follow-up on that Brookdale comp. Would there be a ROI opportunity and potentially deferred CapEx on those assets?

Justin Hutchens: Hi, Justin. So I mean, I think the best way to look at Brookdale at this stage is that they have an option to renew. And so, if they renew, then in 2026 there’s a 4% or 3% escalator. It could be as high as 10% that’s subject to a fair market lease review. If there something [indiscernible] obviously that would be mutually agreed upon. And if they don’t, then it becomes a SHOP opportunity. And we do like the opportunity to run the playbook. We have a bent up platform, we have well established operators that have been ready to turn around. We’ve proven we know where to invest and when to drive occupancy. And they’re in markets that have significant tailwinds. And so it’s a good opportunity, but all the options are really on the table right now, and it’s coming down to the deadline.

Debra Cafaro: And the outcomes are all favorable.

Wes Golladay: Okay. fantastic. And then maybe revisiting Kindred, I know that there was some talk about the non-cash moving around, and now that everything is finalized, can you tell us more about or quantify the impact of the non-cash rent for next year?

Robert Probst: Wes, this is Bob. We talked about this last quarter in terms of the noncash impact. This year is a pull forward effectively of the restructure of the lease and the extension of the lease. That’s pretty much in line, frankly, with where we were this time last quarter in terms of our estimate for this year. The rent reduction and all those details are in the press release. So I’d refer you to that for all the details, but it’s pretty much as expected.

Wes Golladay: Okay, thank you.

Debra Cafaro: Thanks.

Operator: Your next question comes from the line of Nick Yulico from Scotiabank. Please go ahead.

Nicholas Yulico: Oh, thanks. Good morning. Just going back to the senior housing investments, the over $900 million that are closing, or I guess partially closed already. The 7.5% expected yield on that, can you just talk about what the day one yield is, so we can just understand how much NOI growth is assumed for the assets next year?

Debra Cafaro: Hi, Nick, Debbie. Yes, I mean, you could expect if the year 1 yields are kind of 7.5% that you’d have kind of a current yield and kind of a low sevens go into that higher number over the next 12 months after acquisition. So there’s growth in the assets.

Nicholas Yulico: Okay, thanks. And then second question is just in terms of the LTAC purchase, can you talk about what triggered that? What was the reason to do that after the resolving of the Kindred lease?

Debra Cafaro: Sure. So, we had really a favorable resolution with Kindred that had used a lot of the tools in our toolbox and our experience in these types of situations. So, the goal of all of it was really to improve coverage on the overall master lease with the investments really fit in to that philosophy because they will bring up coverage in the — they have brought up coverage in the overall master lease. They’re well-performing assets that have additional EBITDAR improvement and positive trends. And so it really — it significantly improved, Kindred’s credit profile. So it helps the lease, it helps then pass with a good risk-adjusted return and made for a stronger tenant overall because it enables Kindred to improve its balance sheet.

So overall, it just fit in nicely along with the warrants and revenue-based rent, which will give us a potential, upside performance or valuation improve. So it’s an overall holistic approach, as we would always do in these situations, to get an outcome that is the best for our stakeholders.

Nicholas Yulico: All right. Thank you, Debbie.

Debra Cafaro: Thank you.

Operator: Your next question comes from the line of Austin Wurschmidt from KeyBanc Capital Markets. Please go ahead.

Austin Wurschmidt: Great. Thanks and good morning, everybody. What’s the average occupancy across the senior housing assets that you’ve closed or under contract to buy this year. I’m just curious as your cost of capital improves or if it continues to improve, if you’d consider pursuing even lower yielding assets that may have a longer occupancy tail to growth or whether or not the assets in that close to 90% or 90% plus occupancy range are more attractive given the flow-through profile you highlighted in your prepared remarks?

Debra Cafaro: Great question. What we really like right now is the investments that we’ve made and that are under contract really are right down the fairway in terms of what our financial and strategic objective [indiscernible]. So as I mentioned in my remarks, really high kind of immediate yields and they have significant growth embedded in them. And that’s a very attractive profile and we want to continue executing on that profile because we think it’s a really good risk-adjusted return. Now, we could expand the aperture along the lines of what you’ve described, but we have to feel that the risk-adjusted return is the same or better than what we’re currently doing, which is pretty darn exciting.

Austin Wurschmidt: That’s fair. Thanks for the thoughts there. Then just going back to Brookdale, I guess, why would a something in between kind of outcome be on the table given the all or nothing renewal and the internal view around prioritizing senior housing acquisitions? I mean, this seems like a great avenue. So just kind of help me understand what something in between outcome might look like. Thanks.

Justin Hutchens: Well, I mean, from our perspective, we like the opportunity to have some or all of those communities in our SHOP portfolio. But the reality is Brookdale has the option to renew. So, the decision really sits with them. If there is something in between, it could really be a win, where we could have some amount of the community move to shop and go pursue the opportunity in the playbook like I mentioned. But that’s hypothetical. What we really need to have happen is to see what Brookdale’s decision is and then we’ll go from there.

Debra Cafaro: Yes, there can always be something better than a binary out and that’s what we always look for.

Austin Wurschmidt: Understood. Thank you.

Debra Cafaro: Thank you.

Operator: As there are no further questions at this time, I would like to turn the call over back to Debra Cafaro, Chairman and CEO, for closing remarks.

Debra Cafaro: John, thanks so much. I really want to thank all of our participants in the call for your interest in Ventas and your participation today. We look forward to seeing you in Las Vegas soon.

Operator: Ladies and gentlemen, that concludes today’s meeting. Thank you all for joining. You may now disconnect.