Ventas, Inc.

Thank you for standing by. My name is John and I'll be your conference operator today. At this time, I would like to welcome everyone to the Ventus Third Quarter 2024 earnings call. All lives have been placed in 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 during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to BJ Grant. Senior Vice President of Investor Relations. Sir, please go ahead.

Thank you, John, and good morning, everyone, and welcome to the Ventos 2024 Third Quarter Results Conference Call. Yesterday, we issued our 2024 Third Quarter Earnings Release Presentation Materials and Supplemental Investor Package, which are all available on the Ventos website at ir.ventosreit.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 a more detailed discussion of those factors, please refer to our earnings release for this quarter and to our most recent SEC filings, all of which are available on the Ventas website. Certain non-GAAP financial measures will also be discussed on this call, 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 Deborah Cafaro, Chairman and CEO of Ventas.

Thank you, BJ. I want to welcome all of our shareholders and other participants to the Ventas Third Quarter 2024 Earnings Call. Today, I'll discuss Ventas' strong results in the quarter and our improved 2024 expectations as we execute on our focus 1-2-3 strategy to capture the unprecedented multi-year 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 in-place 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 and accretive year one yields 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 80 cents 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 shock, 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 it's powering us forward. Year-to-date shop NOI has increased nearly 16%, and our rep-for-off-ex-for 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 80 population expected to increase 27% over the next five 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 shock 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 searching 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 insights, 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 one yields 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 multi-year 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 2023-24 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 TSR 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 multi-year runway for growth. Our platform and team are driving out performance 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 VENTUS team is enthusiastically going after it. Now I'm happy to turn the call over to Justin.

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 have been outperforming all year and continue to do so in October. Revenue growth was around 9% across the portfolio, and the US NOI growth was 17.7%. Sunrise, Sincerely, and Discovery continue to deliver excellent operating results in the US. Double-clicking on our occupancy performance, our Canadian portfolio is an all-time high, 97% occupied in September, led by Le Groupe Maurice and Atria. Occupancy outperformed the market. The US 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 neck 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 Rev4 growth has exceeded OffEx4 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 our 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 of 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 Loss Revenue Day 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 their 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 loss 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% REV4 improvement, 12% revenue growth, and over 25% NOI growth. These communities all deliver 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 throughout our portfolio, including our new acquisitions. I'll summarize my shop commentary by highlighting our continued occupancy outperformance and NOI growth. We truly are seeing momentum in the business. Next, I'll comment on our TripleNet 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 1,000 base 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 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 advantage 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 investments 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 one 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 seven times 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 agreements. I'll spotlight an investment where we acquired 20 senior housing communities currently operated by Grace Management. This strategic acquisition includes communities offering 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 one 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 Ventos 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-creating senior housing investments. Bob?

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. Mentos 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 SHUF. Our outpatient medical and research segment, or OMAR, same-store cash NOI increased 2% in the third quarter and grew over 3% on a year-to-day 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 due to strength in our markets 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. We funded 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'd 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 6.3 times has improved by 60 basis points since the start of the year, and we now have line of sight to our target five to six times 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 theme 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 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 midpoint to 15% 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.

Thank you. Ladies and gentlemen, we will now begin our question and answer session. If you are dialed in and would like to ask a question, please press star followed by the number one on your telephone keypad. If you would like to withdraw your questions, you can press star one again. Your first question comes from the line of Nick Joseph from CD. Please go ahead.

Thanks. Deb, you mentioned the long runway and obviously the improving operating fundamentals, pricing, expenses, occupancy, everything. I guess my question is just, you know, what are the early indicators that supply could start to reemerge? We obviously haven't seen it in the start stage yet, but just kind of wondering what you're seeing from the sector overall as you talk to lenders or others within the industry, kind of what could spur that, just given the really strong forward outlook.

Thanks, Nick. Good morning. So the construction of the percent of inventories at record lows, 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 four or five years, and then we really peaked in occupancy. And as I mentioned, conditions were far less favorable then. senior population grew 4% over five 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 80 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.

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 at this point and kind of the opportunity set that you're seeing there? You know, I would think that a seller can also see the improvements, you know, from the fundamental perspective. So why sell now into this runway?

Yeah, good question.

Hi, Justin. Yeah, if you just look at, for instance, the $1.7 billion that we've either closed or under contract, there's been 16 transactions. About nine of those have been developers that were cashing in. There were some repeat sellers. These are just groups we've done transactions with before, came back to us to do it again, just give them the good track record we had with them, and then there's a handful of just PE firms that we're selling for a variety of reasons. I think it's very clear 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 it's The opportunities have been certainly growing in our pipeline.

And the assets should perform better in our hands.

Thank you very much. Your next question comes from the line of Jim Cameron from Evercore. Please go ahead.

Good morning. Thank you. If I could just, 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?

Yeah, so we do have, it's a cross-section. In the case study, I really focused on eight communities particularly, and even those were a cross-section. You had 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. We have many of those. Certainly the acquisition pipeline that we've pursued are with bona fide market leaders that have a lot of upside ahead. And so we're really pushing to support that outcome, and we're pleased to see it start happening.

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 share some insight as to how these by age cohort, how people are increasing or decreasing their usage of the product? Thank you.

Well, I can tell you that we do track penetration rate. 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. Penetration tends to follow affordability. 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. um and it's trended up i mean clearly you know a few years ago a penetration has fallen off a little bit it's back where it was um and really to get the results that we're anticipating over time in this multi-year kind of occupancy growth opportunity you really don't need to see penetration rate move much um if at all so you know there's a strong aging demographic there's very strong affordability we're selecting markets that that first and foremost that that have those characteristics and 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.

Thank you again.

Thank you, Jeff.

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

Just on the guide for SHOP, and forgive me if I missed this, but I noticed there was an updated REV4 export guide. This quarter, REV4 came in at 4.4 and export 1.3 year-to-date. And just kind of going back to your 2Q guidance, I believe it was 5 and 2.5. Are those both in line with your 2Q guidance, or are you seeing maybe a little softer REV4, but also softer export that's kind of balancing that out? Curious if there's any conservatism heading into 4Q?

First of all, we focused on the spread between the two. That's been around 300 basis points. 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 points spread is reflected in the year-to-date performance.

To put it another way, this is Bob. I would say the year-to-date P&L elements in the supplemental is a good indicator of the Peace Parks in terms of rep for and off export growth as we think about the year.

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?

Yeah, sure. So Atria is our largest shop operator. We have a legacy portfolio with them in the US 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 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 high 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. Holly's 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.

Great. Thank you.

Your next question comes from the line of Jeff Spektor from Bank of America. Please go ahead.

Great. Thank you. On 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?

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 investing in senior housing.

Okay fair thank you and then my second question can you discuss the margins during the quarter it looks like they compressed across the different formats. And I apologize if I missed this. Can you explain margins during the quarter?

In which aspect, Les? I can start with shop. So shop had, you know, we had, you know, year over year, you know, we've had, what, 150 basis points of margin expansion. That's, you know, what kind of expansion we expect to see given the revenue growth we're having relative to the expense growth overall that's driven by occupancy and rate. You know, certainly I mentioned that REV4 object support metric. There's a sequential change that was impacted by some, you know, we have insurance renewals in the third quarter. There's seasonal expenses that we face. There's, you know, so there's just typically for us, we don't see improvement between second and third quarter. So there's a little bit of a climb sequentially, but on a year-over-year basis, we're certainly seeing margin expansion.

Thanks, Justin.

Your next question comes from the line of Ronald Camden from Morgan Stanley. Please go ahead.

Hey, just two quick ones. You know, 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.

Yeah, 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 of private capital just due to the availability and cost of debt. That put us in really an advantage 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 and flexibility standpoint. from a Ventox 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.

Great. And I guess my second question was, look, almost 9% top line growth is pretty impressive. Um, and you know, we're obviously trying to, trying to figure out what next year and the year beyond sort of bring, I guess my question is when I look at this 350 basis points occupancy gain and. For, you know, almost four and a half rev for, is there anything, is there any obvious reasons why that that should start to flow? Was there maybe some low hanging fruit that we picked this year? And maybe we shouldn't be thinking about just, just trying to think about the sustainability of these sort of very impressive numbers.

Yeah, so I would say, you know, 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, you know, that impacted OPEX poor and labor poor metrics. You know, that agency is pretty much out of our system now. So that's a comp to consider. moving forward, but the supply demand, the pricing opportunity, you know, all the fundamentals that we're facing, we expect to continue, so we'll look forward to talking more about our expectations moving forward.

Got it. Thanks so much.

Thank you.

Your next question comes from the line of Vikram Malhotra from Mizuho. Please go ahead.

Hey, this is Georgie 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.

Our same store pool, thanks for the question. is really the lion's share of our total shop portfolio. So it's a good representation of the overall performance.

Yeah, so when we talk about transition communities, a lot of those are in the same store. The pool are ready. 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 you know, NOI 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 occupancy 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 services and should continue to really outperform. And so we really like how the acquisitions are positioned.

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?

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 the greatest value, and instead want to continue to work with the operators to drive productivity and performance.

Great. Thank you so much.

Yep. I mean, our philosophy is really to grow our shop with Chris.

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

Thanks. Good morning. So, you know, back to the question about competition for assets and the lack of, you know, sort of, you know, maybe relative lack of PE because of availability of debt. When you look at cap rates, I think you did, you know, on the activity so far, 8% yields 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 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 to go after some of these assets so it's it's it's always going to be a limited competitive set or do you think it comes back and correlate 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 uh when we think about 2025 estimates thanks rich look i think that there are multiple reasons

Obviously, our cost of capital and 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 about 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, you know, 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 left. And, of course, we always deal with competition over the last 25 years, and we know how 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.

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?

I mean, yeah, I mean, look, we're very pleased to be delivering strong stock 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, you know, right now it's working for us and hopefully we'll continue to do so and even get better.

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've got to know by then. I'm just curious what your flexibility is to allow the negotiation to extend into perhaps next year. Thanks.

Well, I mean, if it goes beyond the contractual notice date, then Brookdale no longer has the option to renew its laws.

Okay, fair enough. Thank you.

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

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

Ron, I'm going to try to answer this 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's favorable for pricing. And so we'll report more on that in the future. In terms of the leading 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.

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, you know, 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?

So there's notice periods in the resident agreements that can range anywhere from, you know, 10 days to 30 days, you know, depending on the circumstances. So you do 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 is lightly furnished, has some personal belongings, but nothing like we have in our own homes. And one operator targets a 30-minute turnaround because it's a deep clean and a touch-up paint. 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, position yourself as a market leader because you're the best at what you do in your market.

Thank you.

Your next question comes from the line of Omotayo Okasanya from Deutsche Bank. Please go ahead.

Uh, yes. Um, good afternoon. Most of my questions have been answered, but, uh, you know, 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. Uh, one of the things I'm kind of looking at is if we end up in a world where, you know, regulation makes it harder for PE to be involved in healthcare. But anything that kind of top of mind would be helpful.

Well, we're really, you know, focused. Hi, Tayo. 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 advantage 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, you know, public and private. The public guys should have private, or have an advantage because of access to a class of capital.

Thank you.

Thank you.

Your next question comes from the line of Michael Stroyek from Green Street. Please go ahead.

Thanks, and good morning. Maybe one on the outpatient medical portfolio. So now that that legacy ELP portfolio is part of the same store pool, can you just quantify how much NOI or occupancy upside actually remains across those assets, and has there been any deceleration in NOI growth or occupancy gains in recent quarters now that just the the lowest hanging fruit within that portfolio may be already taken care of. Yeah.

Thanks, Michael. This is Pete. I appreciate the question. So just to level set, we've got about 79 buildings that enter the quarterly same pool for ELP this quarter. And we've been really hard at work in applying the little bridge playbook to the asset portfolio. We've replaced 19 property management teams We've replaced half the leasing brokers. 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 we're 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 percent occupancy improvement potential to get it to the level that the rest of the portfolio is. upside there from occupancy growth.

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.

Yeah, sure, Justin. Yeah, this is a unique opportunity to potentially own one of the highest quality senior housing assets in the country, quite frankly. It's Murano Senior Living. It's a high rise in Seattle. It has a mix of independent living and assisted living and memory care products. It's a high price point. very attractive physical plant. The rents are anywhere from $10,000 to $20,000 per month. And 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. So we have a typical ROFO. Clearly, we're the right type of buyer for an asset like this. And, you know, it was just a neat opportunity to put money out at a really nice return.

And bridge to potential ownership. Yeah. Thank you.

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

Yeah, thanks. And I know you guys don't like to talk about individual operators, but you did comment on Holiday earlier in the call. I just wondered 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?

Yeah, 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 trend. really equal contributor to the overall occupancy growth that we've had. Holiday's part of that. We've had other operators operating independent living as well. And there's been really strong demand. It also tends to be a higher occupied asset. And 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, you know, product across the board.

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 midsummer and 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?

We had great sequential average occupancy growth. And Justin talked about it, but he can repeat it here from the second to the third.

Yeah. 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 had 380 basis points of growth in the top 99 versus 230 across the sector. And then our sequential growth was really strong. And so we're, as I mentioned, now the 140 basis points outperformance versus 70 basis points. So 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 to a good fourth quarter so far.

Okay, great. Thank you.

Your next question comes from the line of Mike Mueller from J.P. Morgan. Please go ahead.

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

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, you know, 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 search, which is improved 60 basis points here today. But that playbook is working and, you know, I like to call it more cowbell. You know, we like what we're up to and given the market conditions, hope that can continue.

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?

Well, yeah. Remember, what I would comment on is that if it transitions to shop, remember that the lease is well covered from an EBITR or NOI standpoint to rent. And so there's an excess amount of EBITR compared to rent. So that would have to be taken into account if you consider what the impact would be of a conversion of the whole Brookdale lease to shop. favorable fact pattern.

Got it. Okay. Thank you.

Does that make sense? Do you understand what I'm saying? Yes, I think so. Okay, good. There's more EBITDA than cash rent.

Got it.

Okay, thank you.

Okay, thanks.

Your next question comes from the line of Wes Galday with Bayard. Please go ahead.

Hey, good morning, everyone. Just a quick follow-up on that Brookdale comp. Would there be an ROI opportunity and potentially deferred capex on those assets?

Hi, Justin. You know, 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, you know, if they renew, you know, then there's, you know, 2026, there's a form, a 3% escalator, could be as high as 10%. that's subject to a fair market lease review. If there's some kind of hybrid deal, 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 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.

And the outcomes are all favorable.

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

This is Bob. Yeah, we talked about this last quarter in terms of the non-cash impact this year, the pull forward effectively of the restructure of the lease and the extension of the lease. And, you know, 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 in the press release, you know, so I'd refer you to that for all the details, but it's pretty much as expected.

Okay, thank you.

Thanks.

Your next question comes from the line of Nick Kuliko from Scotiabank. Please go ahead.

Oh, thanks. Good morning. Just going back to the senior housing investments, you know, 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?

Hi, Nick, Debbie. Yes, I mean, you could expect if the year one yields are kind of seven and a half 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.

OK, thanks and then. Second question is just in terms of the L tax purchase. Can you talk about what you know what triggered that? What was the reason to do that after the resolving of the kindred lease?

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 leads 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 EBITDA improvement and positive trends. And so it really – and it significantly improved, you know, Kendra's credit profile. So it helped the lease. It helped them pass with a good risk-adjusted return. and made for a stronger tenant overall because it enables Kindred to improve its balance sheet. And so overall, it just fit in nicely along with the warrants and revenue-based rent, which will give us a potential upside if performance or valuation improves. 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.

All right. Thank you, Debbie.

Thank you.

Your next question comes from the line of Austin Verschmidt from KeyBank Capital Markets. Please go ahead.

Great. Thanks, and good morning, everybody. What's the average occupancy across the senior housing assets that you've closed or are 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.

Oh, great question. What we really like right now is the investments that were, that we've made and that are under contract really are right down the fairway in terms of what our financial and strategic objectives are. So as I mentioned in my remark, 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.

That's fair. No, thanks for the thoughts there. And 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, you know, the internal view around, you know, prioritizing senior housing acquisitions? I mean, this seems like a great avenue. So just kind of help me understand what a something in between outcome might look like. Thanks.

Well, I mean, you're, you know, 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 fits 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 with 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.

Yeah, there can always be something better than a binary outcome, and that's what we always look for.

Understood. Thank you.

Thank you.

If there are no further questions at this time, I would like to turn the call over back to Deborah A. Cafaro, Chairman and CEO, for closing remarks.

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.

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