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spk07: Hello, and welcome to the Q1 2022 Welltower, Inc. Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 on your telephone. If you require any further assistance, please press star 0. It is now my pleasure to introduce General Counsel Matt McQueen.
spk19: Thank you, and good morning. As a reminder, certain statements made during this call may be deemed forward-looking statements in the meaning of the Private Security Litigation Reform Act. Although Welltower believes any forward-looking statements are based on reasonable assumptions, the company can give no assurances that projected results will be attained. Factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the company's filings with the SEC. And with that, I'll hand the call over to Sean for his remarks.
spk08: Thank you, Matt, and good morning, everyone. I'll describe our capital allocation priorities in the rapidly evolving investment environment and review high-level business trends before handling the call over to John, who will detail operational trends. A little over a year ago, our seniors housing operating business witnessed a powerful inflection point with occupancy gains and pricing power sustained through the remainder of the year, despite Delta and Omicron variants. This momentum continued into first quarter of this year and translated into the first period of year-over-year bottom-line growth for our company since the beginning of pandemic. Our total portfolio revenue is up 32.7% year-over-year, driven by both organic revenue growth as well as a significant volume of high-convection capital deployment during the last 18 months. On a same-store basis, our senior housing operating portfolio revenue is up 11.2% year over year, driven by a 4.6% occupancy growth and 4.6% rate growth. Encouragingly, we saw sequential pricing growth was 4.3%, the fastest growth recorded in our history, despite only half of our operators pushing through in-house rent increases on Jan 1 schedule. All of these translated into 18.4% same-store and Y growth in Q1, an impressive number that surpassed our expectations. We're all very encouraged by the speed at which free trades are moving up, and we expect same-store and Y growth will accelerate into the second half of the year, barring another COVID spike. All of this setting up to be a powerful earnings recovery that we anticipate in 2023 and beyond. Before I turn into investment environment, I want to make two things here that are very important for multi-year earnings growth path. Number one, in 2018, when we converted our Brandywine Senior Living lease to Rydea, I mentioned that two other portfolio we had in TripleNet structure that we hope to convert. One of them was Legend Senior Living. After many years of discussion with Tim Buchanan, Legend's legendary founder and CEO, I'm pleased to report that we have converted this relationship into right here. Recall that we had an 88% and 20% PropCo JV between Voltar and Legend. At conversion, Tim contributed a portion of his PropCo, five brand new assets, and has agreed to a future development agreement to create a powerful 93%-7% equity partnership going forward. Finally, after years of persuasion, we have convinced Tim that we can grow the pie using our data analytics platform so significantly that you will still be better off despite owning a smaller portion of the pie. A partner of our company since 90s, Legend has paid every single dollar of rent that was owed to World Tower regardless of the coverage on a given day. Though this deal is dilutive to our FFO in 2022, Due to significant agency labor usage today, we expect cash flow relative to the previous rent will break even in beginning of 2023, and our shareholders will enjoy upside from there on. We had extraordinary partnership over the last three decades, and we hope that it will continue for many more to come. This transition, along with acquisition and future development partnership, exemplifies our sole focus on enhancing long-term value of the portfolio and is indicative of the potential earnings upside in the portfolio that can be captured through a simple cap rate or multiple valuation methodology. Number two, historically, our show business focused on managing managers and assets. Now that we have significantly upgraded our operational capabilities, including through the hiring of John Barker, our COO, Our focus in the show business will mirror the real estate and management services that we provide in our medical office business or what an apartment rate does, with an understanding that we're limited in providing care services in a qualified healthcare property. This fundamental shift in our approach has a profound impact on how we think about our role in the operating staff. This is particularly important as we think through the most important part of that operating platform, which is the technology staff. John will get into the details as part of his script, but we are delighted that he is in full-scale development and implementation of a true operating platform at World Tower. John is working closely with some of our best operating partners to launch this. Call it right here for now, but honestly, that doesn't do our new approach justice as to the scale and impact we think his plans will have on the customer experience and value creation overall. Needless to say, we expect this multi-year initiative will have a tremendous impact on our earnings growth trajectory and long-term compounding machine that we are setting up at WorldTower. Now let's talk about capital allocation. As you know, my team is extraordinarily focused on allocating capital to create per share value for existing shareholders. The key word is existing. We favor our existing shareholders who have been our partners through thick and thin, especially through thin. We are fiercely protective of their interest on a partial basis and won't act in a manner that does not create significant value for them. Because we're extremely transparent and genuinely dislike drama, I will mention to you that World Tower is the party F referenced in the HTA-HR merger proxy a couple of weeks ago. Every week, we call owners of assets and express our interest to buy them at a price. This was no different. I am genuinely disappointed that HR board and management did not engage with us, but that is their prerogative. It is completely up to their shareholders and the board, which represents those shareholders, to decide how to maximize value. Because of the many rumors circulating and the reports and articles about this, I'll mention a few things before moving on to much more important items. We're fair, win-win people. We offer to buy the company on public information at $31.75 per share, plus a break-up fee of $163 million from a merger, which, as you have seen, the market voted as significantly value-destructive by analyst reports. We believe that our cash offer provided better value to HR shareholders than the HDM merger, and it was fully financed and we're prepared to move within days. I read research notes that described our unfair pricing relative to what might be in part-coded market cap rate. Please understand that we did not offer to buy an asset. We offered to buy a company that were willing to pay for assets and pay a break-up fee that bailed our company out for company's existing shareholders from potential dilution that well-respected analysis community has been writing about. I hope this will stop mischaracterization of our offer and our intent. Number two, WorldTar always has and always will honor its agreement with third parties, including that with HTA. In fact, HTA itself piloted our NDA with them by first disclosing it to HR and then later to the public in the joint proxy. Further, our NDA with them does not contain a standstill that would apply us to making an offer for HR as a standalone entity. As you would expect, we signed it with HTA in order to access information regarding HTA and its properties. Therefore, the standstill only applies to HTA and its properties. Our proposal was expressly conditioned on HR not completing the HTA transaction. Number three, we have never chased a deal and never will. We buy everything at a price and sell everything at a price. Although I'm disappointed that HR did not engage with us, As our offer, we thought our offer would result into a superior outcome for HR shareholders, I have no intention of being hostile. I personally liked Todd. I called him and expressed our interest. We didn't buy shares in the public market, nor did we act in anything but a friendly way. They did not engage. Under these circumstances, we have nothing to do here. Number four. Contrary to what some analysts might have written, this deal would not have been diluted to our senior housing growth. You don't know what proportion of equity, debt, or joint ventures we might have contemplated for the transaction. But even if you think we were to do this entirely on the balance sheet, it would be a rather simple exercise. Look at the NOI bridge in our business updates, divide that NOI by existing number of shares, calculate the additional shares required by the HR transaction, to calculate dilution on a partial basis and then add back the accretion from the deal. You will see our existing shareholders would have come out ahead. We look at every single investment through the lens of opportunity cost. Specifically, we have to satisfactorily answer three questions that Buffett has taught us. And then what? Compared to what? At the expense of what? This is not different. And number five. We're not disappointed, nor we are concerned about our growth of a senior housing business. Quite the contrary. In fact, we just reported 18.4% same-story ROI growth and expect it to meaningfully accelerate in the second half of the year. Now that I have put all these rumors to bed, let's talk about the 30 or so owners who did engage with us to create win-win partnership transactions. Year-to-date, we have closed $1.2 billion of acquisitions across 21 different off-market, or privately negotiated transactions. This is a remarkable stat, given the torrid pace of activity last year. I find it difficult to talk about specific deals, as it feels like picking your favorite children. But I still mention a handful of transactions to give you a sense. We bought 700 units across three large communities in Washington State, with Koji Air to expand our partnership with Matthew and Dave. Dave Eskenazi is one of the best in the business, and I'm glad that he's now back full-time as Cogea U.S. is the CEO. We're also expanding our partnership to purchase of another property in Brentwood, located in the East Bay of Northern California. All properties were bought at significant discount replacement costs. For example, the Brentwood asset contains large units, and it was bought for 320K per unit. We believe the replacement cost in East Bay today is easily significantly north of 500,000 units. Additionally, we are significantly deepening our relationship with Dan and his team at StoryPoint with the acquisition of 33 communities in Michigan, Ohio, and Tennessee in their backyard. With a median vintage of 2016, we're extremely pleased with the average price of 197K units, which is meaningful discounted replacement costs. With 63% of current average occupancy, this sizable deal will be diluted to a 2022 SFO per share, but properties are anticipated to generate significant occupancy, margin, and cash flow growth in 2023 and beyond under StoryPoint's enhanced operating platform. This is another example of us choosing the right long-term investment decision and cash flow growth over gap earnings accretion, another thing you hear from us consistently. In another transaction, we announced we're expanding our partnership with Courtney and her team at Oakmont with seven new assets in extraordinary locations in California. Courtney and her team are at the absolute top of operating echelons, and we cannot be happier to grow this partnership together. Separately, within the medical office space, we bought four building property portfolio on the campus of one of the strongest hospitals in Birmingham, Alabama, for a 5.5% cap rate in an absolute net lease structure at a great basis. Given the absolute net structure, we expect unlevered IRR to be high single digit range. We also are under contract to buy two large, beautiful MOBs, one in San Francisco Bay Area, another in Sacramento MSA, for a high 5% going in cap rate at a great basis. Again, we expect to generate high single digits in IRR in both cases. In terms of the financing market, in the last 30 days or so, we have seen a massive shift with property level leverage down 15 points, cost doubling, and interest only disappearing from the market, both in seniors as well as in MOBs. This is starting to have a tectonic impact on asset pricing. To put it bluntly, I have not been this excited about our acquisition prospects since Q4 of 2020. About six weeks ago, an investor whom I respect very much asked me, If I'm optimistic about the next $7 billion of acquisition as I was about the last $7 billion of acquisition that we did since pivoting to offense in 40 of 20, I instinctively answered what I truly believe, that we're driven by value, not by volume, which is this investor took it as a no. Today, that answer will be unequivocally yes. Yes, we are excited about the figuratively next $7 billion as we are when we acted on the last $7 billion. To that effect, our pipeline today is roughly $1.5 billion of deals in process across 20 different off-market or privately negotiated transactions. Several of these are potentially operating unit transactions, which we expect to be very popular with the sellers. Please recall that we define our pipeline as transactions that are already under contract. In addition to this, we're negotiating transactions and a couple of billion dollars of acquisition across several other transactions. While we may not eventually succeed in convincing sellers to agree to our price, please note that we don't need any given transaction. Price is the price. We see cracks in the market and are focused on where the puck is going and not where the puck might have been. The value of a party that never retreats and doesn't request debt has rarely been higher. In most rough systems in nature, such as coastline, clouds, turbulence, no matter how much you scale up or scale down, you notice a remarkable self-similarity property. You notice that in the same occurrence everywhere in nature. For example, a florid of a cauliflower is same as a cauliflower. This phenomenon is called fractal geometry. This is the same idea that our drive-time polygons or isochrons are based on, if you have seen our data science presentation. Increasingly, interestingly, organization history is full of companies who grow successfully through small bolt-on acquisition in their advantageous niche, only to convince themselves of strategic acquisitions that get them in trouble. David Packer, the founder of HP, brilliantly said, more businesses die of indigestion than starvation, to describe this phenomenon. At WorldTower, we don't have strategic acquisitions. In fact, Self-similarity of mother nature is highly visible in our investment philosophy. No matter how small or big a specific investment is, we're after the same, driven by the same factors. In all cases, we're buying, number one, a reasonable basis relative to replacement cost, and number two, where we can add value by driving operational improvement. We are not spread investing deal junkies. We have true total return investors and are optimistic that 2022 will be one of the best years in the company's history from an acquisition point. With that, I'll hand the call over to my partner, John Barker, our Chief Operating Officer. John? Thank you, Sean.
spk17: My comments today will touch upon the performance of our operating business in the quarter and provide some elements of our vision for senior housing. Starting with our medical office portfolio, In the first quarter, our outpatient medical business delivered 2.7% same-store NOI growth over the prior year's quarter, while occupancy declined modestly to 94.5%. We continue to see strong retention rates in the first quarter of 92%, likely driven by rising construction costs, construction delays, and the related increases in new lease rents. Going forward, we expect occupancy to decline modestly as we continue to increase renewal rates in line with market increases. Now turning to our senior housing portfolio, the coiled spring, as Shank has called it, is starting its expansion. Revenue in our same-store portfolio grew at 11.2 percent in the first quarter compared to the prior year's quarter. That's over two times the growth rate experienced last quarter and the highest year-over-year increase since at least 2017. Our first quarter performance was led by our U.S. portfolio, which reported year-over-year top-line growth of 13.5%. Additionally, as we've described in recent calls, pricing power continues to strengthen as reflected by strong renewal rate increases and market rates. In fact, REV4 growth in the first quarter increased by the highest level in years at 4.6% year-over-year and 4.3% sequentially. While expenses grew at a rate of 9.5%, the more insightful expense metric is expense poor or expense per occupied room, which only grew at a rate of 3% in the first quarter year-over-year on a year-over-year basis, the lowest since at least 2017. The combination of higher rental rates, increasing occupancy, and improving margins led to an outstanding NOI growth rate of 18.4%. Our operators continue to report very strong demand with traffic above 2019 levels, which bodes well for the peak sales season ahead. And if things play out as we expect, continued top-line strength and further improvement on the expense side should result in a meaningful acceleration in NOI growth in the back half of the year. Understandably, since taking over as COO at Welltower, I've received questions about my vision and areas of focus. both of which I want to provide some insight to on this call. I will outline the opportunity I see and highlight some key elements of my plan, which I believe Welltower is uniquely positioned to execute. As I evaluate the senior housing business, my perspective is a little different than the conventional wisdom that is developed as the healthcare REIT industry has evolved. The healthcare REIT industry, including Welltower, started with triple net leases for senior housing, giving the owners little to no say in operations and asset management. As the industry evolved with RIDEA, the historic reliance on the operators to run the business continued. The senior housing industry was founded by strong visionary leaders who saw that there was a much better way for society to provide quality lifestyles for its aging members, and they acted accordingly. Like so many industries, which are started by small businesses, they are specialists in their core focus, in this case, providing quality living experience for our aging populations, and generalist in the many other important elements related to running a modern operating business. But as you know, I come to this business with a different perspective and have broken down the business into a few components. It's essentially the multifamily business that provides care with some hospitality. As Shank alluded to in his opening remarks, although REITs are limited in providing care services, we can perform multifamily-type functions like revenue management, capital management, procurement, provide IT expertise, as well as leverage our data science expertise. By doing so, we have the opportunity to fundamentally change the potential of this business by creating a full-scale operating platform and bringing operational excellence to the senior housing business. Overall, I have come to believe that Welltower has a substantial opportunity to improve the customer and employee experience and create shareholder value through leading the digital transformation of the business. More to come on timing, but I will say that we are actively working on the initiative, partnering with best-in-class operators, and we will deliver various components as they are ready. The addition of the world-class operating platform will continue to dramatically increase the size and depth of the Welltower moat. and it will greatly simplify the business for our top operators, enabling them to focus on their core strengths, increasing their effectiveness and efficiency, and driving increased total returns. We expect that all our stakeholders, including our operating partners and investors, will emerge as winners in this next phase of the senior housing business. I'll now turn the call over to Tim.
spk01: Thank you, John. My comments today will focus on our first quarter 2022 results. the performance of our triple net investments in the quarter, our capital activity, a balance sheet liquidity update, and finally our outlook for the second quarter. Welltower reported fourth quarter net income attributable to common stockholders of 14 cents per diluted share and normalized funds from operations of 82 cents per diluted share, which was above the midpoint of our 79 to 84 cents per share guidance, despite our results only including approximately 600,000 of HHS funds versus the $6 million expectation we had previously forecasted as part of our guidance. This quarter represented our first with year-over-year normalized FFO growth since the start of the pandemic. And when excluding provider relief funds received in the respective periods, our 82 cents per share represents 15% year-over-year growth versus the first quarter of 2021. We were also pleased to report that the total portfolio same-store NOI growth turned positive in the quarter. with 8.9% year-over-year growth, which compares favorably to guidance of 7%. Turning to our triple net lease portfolios. As a reminder, our triple net lease portfolio coverage and occupancy stats are reported a quarter in arrears, so these statistics reflect the trailing 12 months ending 12-31-2021. In our seniors housing triple net portfolio, same-store NOI increased 6.9% year-over-year, and exceeded our expectations, driven by improvements in rent collections on leases currently on cash recognition and the early impact of rental increases tied to CPI. Trailing 12-month EBITDA coverage is 0.82 times, with a sequential improvement mainly driven by the conversion of Legend Senior Living to Rodea in the quarter. As indicated last quarter, we expect coverage to continue to move higher through the rest of the year as the positive inflection point we started experiencing in our show portfolio in the first quarter will be reflected in our triple net coverages on a one-quarter lag. Next, our long-term post-acute portfolio generated negative 1.8% year-over-year same-store and OI growth, and 12-month EBITDA coverage was 1.3 times. We completed 67 million of long-term post-acute sales in the quarter, bringing our total sales in the last 12 months to 525 million and a blending cap rate of 7.5%, with an additional 202 million under contract for sale at quarter end. As a result, our long-term post-acute portfolio represented just 4.8% of total in-place NOI year-end versus 10.1% at the end of 2020, a 530 basis point decline driven largely by the exit of our Genesis relationship. And lastly, health systems, which is comprised of our ProMedica Senior Care Joint Venture with ProMedica Health System, had same-store NOI growth of positive 2.75% year-over-year and trailing 12-month EBITDA coverage was 0.02 times, As a reminder, this lease is backed by the full corporate guarantee from ProMedica Health System. Turn to capital market activity. We continue to enhance our balance sheet strength and position the company to capitalize a robust and highly visible pipeline of capital deployment opportunities by utilizing our ATM program to efficiently fund those near-term transactions. Since the start of the year, we've sold 21 million shares via forward sale agreement at initial weighted average price of approximately $89.90 per share. for expected gross proceeds of 1.9 billion. We currently have approximately 19.5 million shares remaining unsettled, which are expected to generate future proceeds of 1.8 billion. Additionally, we are seeing significant interest from potential sellers to accept OP units as consideration, providing further investment capacity. Taken together, our unsettled ATM proceeds, potential OP unit issuances, and 352 million of expected property disposition loan payoff proceeds provide ample capacity to fund our current investment pipeline. During the quarter, we issued our second green bond, comprised of a $550 million of 10-year unsecured debt maturing in 2032 with a coupon of 3.85%. Following a similar discipline as our equity funding strategy, this is our fourth unsecured issuance since March of 2021, bringing total debt issuance over the span of $2.3 billion with an average duration of 9.5 years and average coupon of 3%. At quarter end, when factoring in cash and restricted cash balances, our liquidity position exceeded the $4 billion of borrowing capacity on our line of credit. And when combined with the previously mentioned $2.1 billion of unsettled ATM proceeds and expected disposition proceeds, we remain in a very strong liquidity position. Lastly, moving to our second quarter outlook. Last night, we provided an outlook for the second quarter of net income attributable to common stockholders per diluted share of 20 to 25 cents, and normalized FFO per delivered share of 82 to 87 cents per share, or 84.5 cents at the midpoint. This guidance takes into consideration approximately 6 million of HHS funds expected to be received in the second quarter. This guidance represents a 2.5 cent increase at the midpoint from our 82 cent per share number in 1Q. This 2.5 cent increase is composed of a 4 cent sequential increase in our Senior Housing Operating Portfolio NOI one penny incremental increase in HHS funds, and is offset by two and a half cents of increased interest expense, lower foreign exchange rates, particularly the British pound, and dilution from development deliveries. Underlying this FFO guidance is estimated second quarter total portfolio year-over-year same-store growth of 8% to 10%, driven by sub-segment growth of outpatient medical, 2% to 3%, long-term post-acute, 2% to 3%, health systems, positive 2.75 percent, and senior housing triple net, 7 to 8 percent. And finally, senior housing operating growth of 15 to 20 percent, driven by revenue growth of 11 percent, and underlying this revenue growth is an expectation of approximately 500 basis points of year-over-year average occupancy increase and continued robust rate increases. We continue to be pleased by the momentum of the top line recovery in our senior housing operating portfolio. driven by a combination of rate and occupancy growth, setting the stage for a multi-year recovery to average occupancy in the portfolio at 76.4% at quarter end, nearly 1,100 basis points below pre-COVID levels, and nearly 1,500 basis points below peak occupancy levels. We've described this recovery in the past as a coiled spring, with both secular and cyclical tailwinds behind it. While we've started to see the spring release in the core portfolio, we've made the conscious decision to steadily allocate capital to distressed, under-operated, and often initially diluted properties, along with high-quality development projects. While this capital allocation has the effect of offsetting some of our core growth today, it will sustainably amplify it in the years to come. In short, we're working hard to keep that spring coiled, even as we start to realize the power of the earnings growth it can drive. And with that, I'll hand the call back over to Sean. Thank you.
spk08: I want to sum up the call by saying I cannot be more pleased with the internal and external growth prospect of the company. We have taken a lot of shots, suffered a lot of pain through the course of many years to finally get to the point where we believe we're primed for long-term compounding, the only way we know how to create significant shareholder wealth over a long period of time. A great investment has three characteristics. outsized returns, low risk, and long duration. While we're very successful in finding outsized returns in off-market opportunities that we continue to execute on, we're equally focused on lower risk and longevity. This is why we're obsessed with acquiring assets at a reasonable basis relative to replacement costs in order to reduce risk. And in terms of longevity, page 20 of our business update will describe to you 30 or so win-win contractual partnership that we have signed through a seamless wave of trust where we hope to deploy $30-plus billion of capital over the next decade and beyond. We see enormous opportunity for growth within our circle of competence, which we define as the area where we can allocate capital with house odds instead of gambler's odds using our predictive analytics platform. This confluence of outside internal and external growth has created a rare condition which is called leaping emergent effect, or as Munger describes it, Lollapalooza effect. You, as our owners, can rest assured that we'll not make any poor capital allocation decisions that will jeopardize these rare leaping emergent conditions that we have achieved through many years of hard work, luck, courage, and a culture where everybody is all in. With that, operator, please open the call up for questions. Thank you.
spk07: Certainly. As a reminder, to ask a question, you will need to press star 1 on your telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. And we ask that you please limit yourself to one question, and then you may re-enter the queue for any follow-ups. Our first question comes from the line of Vikram Malhotra with Mizzouho.
spk16: Thanks so much for taking the question. I'm going to try to just want to clarify one. But just first, Shant, you talked about pricing power or rent growth accelerating. Can you maybe expand on that? What does that mean for the second half and maybe sustainability into 23 on shop pricing power? And then just a clarification, you talked a lot about the MOB, the HR bids. Just very simplistically, I mean, you've talked, you've not liked MOBs historically, at least maybe a year or two years ago. Like, what changed very simplistically?
spk08: Okay. Let me answer both of those questions separately. You snuck two in. So, first, let's answer the MOB question. We like all asset classes at a price. I've always said, even if you look back two quarters ago, We said it makes no sense to us that people buy MLBs in the high 4% cap rate range when after, you know, CapEx, you're in the low fours, when you could see in the break-even market how the financing market was going to change, right? I'm just surprised that people are surprised this happened. Now you are in a situation where your financing cost is higher than your, you know, cost of, you know, your return on equity at that kind of pricing. which is in real estate is called death cross, right? That is the harbinger of obviously what's to come on the asset pricing side. That just doesn't make any sense to me. Why would you buy something at those prices with that growth rate relative to inflation? Nothing has changed. Look at what we just bought. We bought one MOB at an absolute triple net lease, which obviously means we're not responsible for CapEx. Call it a five and a half, which in an equivalent triple net would be close to a six. And we bought two others in California that's high fives, right? Where we think that we can get to an unlevered high single digit IRR. So that makes sense to us. So it is all about pricing, not exposure that determines your investment success. Second point, obviously the pricing power. Obviously we talked about how we think in-house pricing increase would be, and that's obviously very necessary. to offset all the costs that we have seen in the system. I'm particularly encouraged that what we see is the street rates are moving. Street rates have moved, I would say, in the first quarter, we have seen high single digits. In April, we have seen some operators raise street rates well into double digits, right? So that, along with, if you think about half of our, roughly speaking, half of our residents are not Jan 1 scheduled, right, to receive a, you know, they are on a schedule of anniversary rates, So if you put those two together, we'll see sustained strong pricing power through the years, which we're very, very excited about.
spk07: Thank you. And our next question comes from the line of Steve Sakwa with Evercore ISI.
spk12: Thanks. Good morning. Shank, I was hoping you could maybe just expound a little bit on the distress that you're seeing in the transaction market. And I realize that you're not necessarily focused on initial cap rates, but I'm curious when you look at your underwriting, have the unlevered IRRs that you think you're going to achieve changed at all? And just trying to get a better flavor for the activity levels and just maybe how return hurdles might be going up for you.
spk08: Yep. So, Steve, you know, if you recall, the initial phases of this pandemic, we have done many transactions in, call it, low double-digit unlevered IRR, which said as the market started to come back, it sort of translated into high single-digit unlevered IRR, right? And given what happened in the marketplace in the last 30 days, which financing market totally blew up, you know, as I said, you know, leverage is down. cost of leverage is significantly up, and IO completely vanished. If you think through that, that's really put a levered IR model upside down, right? So we are now starting to see, you know, I've seen more deals, you know, dropping from contracts in the last 30 days than I've ever seen in my career. So, you know, we are starting to see that all the deals are bouncing back. You know, we always have said that, you know, price is a price. We give people a price, underwrite a deal on an unlevered basis. So for us, it doesn't really change anything, and we'll honor the price, and we're seeing, you know, all those things are coming back. So it is that I don't want to get too excited, but I'm starting to see the emergence of sort of those low double-digit non-levered deals starting to pop up again.
spk07: Thank you. And our next question comes from the line of Derek Johnston with Deutsche Bank.
spk06: Hi, everybody. Good morning. Just on the agency expenses down 10% sequentially, can we get a sense of month-by-month improvement, especially since Jan and even Feb, you know, likely had pretty high Omicron cases? Seems that agency utilization could have improved each month if we've moved through first quarter. We're just hoping you can quantify the monthly utilization trend and, you know, where agency stands today versus expectations. Thanks.
spk08: Derek, we don't want to get into month by month, but obviously the way you are thinking about this question is the correct one. We have seen steady improvement through the quarter, and we have seen significant improvement post the quarter. So April 12s are in or coming in. We have seen that, which is frankly, so which sort of gives us the confidence that we think where things are continuing. in the second quarter as well as in the back half of the year. This is obviously, I want to, I said this, and I'm going to say this again, we're not in the business of predicting COVID. All bets are off if you have a massive COVID spike again, but that's what we're seeing in a normalized market conditions. Things are improving rapidly. I don't know. Tim, you want to add anything to that?
spk01: No, I think that's right. We gave color on our last call when we do January quarter. And we spoke to kind of seeing a 10% decline from December to January. And we gave similar color today and seeing a little better than that as a trend for the full quarter. So I think it gives you a read. We kind of saw consistent decreases relative to the counterpart in the fourth quarter.
spk07: Thank you. And our next question comes from the line of Joshua Dennerlin with Bank of America.
spk18: Good morning, everyone. I wanted to ask about the expanded partnership with Oakmont. What's so attractive about the Oakmont partnership? And then maybe could you also touch on the CCRCs that you acquired with them?
spk08: Yeah. So what's most attractive about Oakmont is Oakmont is one of the best operators in the business. I mean, so we, I mean, look at, we have mentioned this before, They're one of the first ones to come back to sort of 90-plus percent occupancy range. If you look at Oakmont's portfolio performance, it would be hard for us to believe, you know, for current performance that there was a pandemic. They're that good in operations. Now, going back to the point, what else is very attractive? We disclosed, obviously, I think a couple of quarters ago that we signed a long-term, you know, partnership, development partnership with them. So we're very excited about that. We think we're going to create significant value for Oakmont principles as well as our shareholders for years to come. And CCRC, so we did not bring Oakmont to the CCRC. It's a CCRC that Oakmont developed and they run currently with a lot of, obviously, this is not just entry-level CCRC. There's also a lot of rental units in there. So we thought they'd do an extraordinary job of that. And, you know, as we always said, just don't think about these things as this moniker, CCRC, this, that. The idea at Triple N doesn't change what fundamentally the business is. These are large campuses. We think that we bought at a basis and at a cash flow and see a potential growth of cash flow that we think we can make a lot of money. So that's what we see about the partnership. We also bought four traditional rental models. together that we think obviously is going to create meaningful growth as well. A lot of these assets opened in 2021, so you are not going to see probably a very significant amount of earnings contribution in 2022, but you will see potentially significant amount in 2023 and beyond.
spk07: Thank you. And our next question comes from the line of John Palowski in Green Street.
spk13: Thanks for taking the question. Sean, I want to go back to your comments about no intention of going hostile on HR. Forget HR for a moment. I'd just like to better understand your philosophical views on hostile takeouts broader than HR. So if the price is right, are you interested in going hostile or do you have philosophically against it?
spk08: I'm not going to comment philosophically what I think on hostile or not. Frankly speaking, there's an inappropriate forum to do that. I will guarantee you that we will not go hostile. That's just not how we do business. We believe that we're win-win people, and we like to deal with people who actually – just think about it just very simply. Mirrored reciprocation is how the world works. You walk into an elevator, you smile at a person, 95% of the time that person smiles back at you. That's called mirrored reciprocation. We like to deal with people who believe in mirrored reciprocation, or we can do win-win transactions with people. We have zero desire to go hostile on HR or anybody.
spk07: Thank you. And our next question comes from the line of Rich Anderson with SMBC.
spk02: Thanks. Good morning. So if I could just kind of use HR as a platform but think more broadly about how you're thinking about the investment horizon. If your offer price is a low five type implied cap rate on that stock, would you be – Would it make sense for you to kind of deploy this distress model here? I don't think there's a whole lot of distress, but relatively speaking, sell the very good stuff, keep the older stuff and feed it to redevelopment platform and thereby make your IRR hurdle. Is that kind of the mindset for HR and generally speaking about how you're going to approach almost like a contrarian approach approach to investing, where you are dilutive to start but, you know, much more accretive to end. And as it relates specifically to HR, are you now sitting idly by to see, you know, how it plays out? You know, no more activity there. And finally, the $163 million break fee, that's not paid to HR if something were to happen. Is that correct? So that's my one question.
spk08: Okay. You asked three questions. I'll see if I remember all of these. First is, I will say that, you know, we invest, and I think I said this before, and I'm going to say this again. We invest, and if there are two conditions that get satisfied, one, we think it's at a reasonable basis relative to replacement costs. B, we think we can add significant value on the operational side. These are the two things that need to come together for us to invest capital, no matter what the, you know, specific one is. My view of this hasn't changed. I'm not going to get into buy this, sell that, do this. That's not appropriate for a conversation. It just depends on what asset you're talking about, right? So we're not going to obviously get into that. But I will tell you what I have mentioned in my prepared remarks. At the price, you know, for us, we do everything at a price. At the price that we offered, we thought HR shareholders will be much better off than going with the HTA merger. That was our opinion, right? And that the price was for the assets as well as releasing them from a potential transaction, which all of you have described as a significantly dilutive deal and market voted as such, right? So you've got to think about asset plus liability, not just assets. That is a fundamental mistake of characterization of what's happening here. Regardless, that's not, as I said, that HR shareholders and their board, which is representative of the shareholders' prerogative, not ours. So it is very inappropriate for us to keep talking about something where there's nothing to talk about, right? We're much more focused, as I said, about 30, 40 other owners who are very happily engaging with us to see how we can, you know, transact, how can we have win-win transactions. And I don't have anything more to add to that.
spk07: Thank you. And our next question comes from the line of Richard Hill with Morgan Stanley.
spk09: Hey, guys. It's Adam Kramer on for Rich. And, look, congrats on a really strong quarter here, and I appreciate all the commentary. I'll kind of keep this one aside from HR and kind of ask about, you know, April occupancy trends within show. Anything you can add about kind of sequential trends in April or second quarter to date I think would be really helpful.
spk08: We are encouraged by the April as well as early May trends, and we're also encouraged very much where the pricing is going. Remember, John's focus is on revenue maximization and, frankly, NY maximization, but we're very encouraged by both occupancy and rate trends. And I'm assuming you're asking about senior housing, so in the senior housing portfolio.
spk07: Thank you. And our next question comes from the line of Nicholas Joseph, Wood City.
spk05: Hey, this is Michael Griffin on for Nick. I'm curious, what do you need to see before being comfortable issuing full year guidance?
spk08: We need to be comfortable to see that COVID is not around us.
spk07: Thank you. And our next question comes from the line of Michael Carroll with RBC Capital Markets.
spk10: Yeah, thanks. I wanted to stay on, I guess, or touch on the seniors housing pricing power topic. I mean, how much higher can REVPOR trend or REVPOR growth trend, particularly when occupancy gets back into the high 80s or even the low 90% range? I mean, I'm assuming there is only so high you can push rates on the existing residents, but would this dynamic help push street rates higher and then that could drive REVPOR higher? I mean, how should we think about that?
spk08: Yeah. So, Mike, you were asking about my favorite topic, and you were asking me to venture a guess, right? So this is a pure guess. and understand you asked about it. But, you know, just start from the position of, I don't know of any other sector where you can have pricing power in the high 70% kind of occupancy or mid to high 70% occupancy range, right? So we're very encouraged what's happening. But today, the pricing is driven by the necessity, as I described a couple of calls ago, or maybe last call, on the necessity of keeping up with the quality of service. Cost of everything is going up, including labor, and we do not believe cutting corners on services. So that's just sort of what's happening right now. However, there is going to be, at a point, not so distant future, probably in the high 80% occupancy range, where you wouldn't have rooms to sell. and then you're going to have a different type of pricing increase, right? So these two obviously provide a very, very good backdrop if you think through what are the development deliveries, right, in the next few years are, a couple of years are, and obviously it takes a lot of time to bring supply back, particularly as you think through what happened, right? The last, you know, sort of nail on the coffin for a development project was the financing cost, and that's also now gone completely crazy, right? So, you know, you have cost going up every month, percent and a half to two percent. No one's going to give you a GMP for beyond, you know, these days before you lock something in for more than a week. That's kind of crazy cost environment we are. So, in putting it all together, you know, pricing power can sustain for a very long period of time in this kind of demand supply scenario. Now, going back to your street rate conversation, I'll just give one example, and one example doesn't obviously is not represented on the whole portfolio. We have seen in April, some of our operators have raised, you know, street rates by 15%, while that in-house rate increases by 8%, 9%, 10%, right? So we're starting to see, for at least for a handful of operators, street rates have already, you know, increases are going above in-house rate increases, a phenomenon we haven't seen. I don't know, don't, you know, hold me to it, probably, I don't know, probably 2013, 14 timeframe. But so we're pretty excited about it. We think we have a long runway of pricing increase here. And frankly, as we fundamentally believe that our residents expect a lot from us, they're paying a lot and they expect a lot, they deserve a lot. And for that, it just costs more today.
spk07: Thank you. And our next question comes from the line of Nick Ulico with Scotiabank.
spk04: Hi, good morning, everyone. I just wanted to go back to the senior housing operating segment and how we should think about, you know, sequential monthly occupancy gains. I wanted to see if we can get actually the specific number for April. And then also as we think about moving into, you know, May through September, third quarter, Right. I mean, you did make the comment here that you expect your year-over-year same-star and a wide growth to improve meaningfully in the back half of the year, which would presumably factor in higher sequential occupancy growth than what you're seeing in the second quarter. So just trying to understand about how we should think about the monthly pace, occupancy gains that could happen, maybe even in relation to last year. Thanks.
spk08: Nick, if you look at page 12 of our business update, you will see some sense of how seasonally it plays out. We have laid that out. Obviously, we expect better than seasonal trends, significantly better than seasonal trends in the second quarter, but where you see the ship really takes off will be in the third quarter. So, thinking about it without getting into month-to-month, as I have already indicated, the selling season, the summer selling season just started, right? We see very encouraging signs already, and we think it will continue to improve as we go forward. Also, remember, usually every year in the Q1, sort of when you go from Q1 to Q2, you going to start at a hole, right, because you lose occupancy. This year, we did not start at a hole, right? We built occupancy where you see occupancy decline. That will have a tremendous impact as you build a revenue line through the rest of the year. Tim, you want to provide anything else?
spk01: Yeah, I'd just add that from an average occupancy perspective, kind of speaking that same point John just made, but because 1Q is historically negative, but even in this case, small gain, average occupancy, which is kind of build off of the prior quarter and the current quarter recovery will accelerate in the 3Q and does so historically. So when we think about kind of sequential, the drive, the part of it that's driven by occupancy will be its highest in third quarter.
spk07: Thank you. And our next question comes from the line of Austin Werschmidt with KeyBank Capital Markets.
spk15: Great. Thanks, and good morning. So sticking with shop, and based on that move in street rates that you mentioned, we're up in the double-digit range. Are you considering pushing rate increases even higher on future renewals through the balance of the year? And then I'm curious if you have a sense how below market your in-place rents are today relative to market. And does this sort of acceleration in fundamentals make you more upbeat about future shop acquisitions? and more willing to take on, you know, the initial dilution that you talked about in your prepared remarks.
spk08: Thank you. Male Speaker 1 You asked three questions there, but we will welcome to our call. I will try to remember everything you asked. First is, no, it doesn't excite us more or less. Investing is about price. It's not about exposure. I cannot say this a million times enough, and I recall, for you guys to understand how we allocate capital. It is all about price. We own more senior housing than anyone. We bought more senior housing than anyone in the last 18 months. So senior housing is going to do significantly better. There will be no other beneficiary more beneficiary than us, right? So having said that, you think about the point. I also want to make sure you hear me. I said for a specific operator, I don't want you to think sweet rates are going up 15%, right? So everywhere. That's not what's happening. But we see broad momentum of increasing street rate pretty much everywhere with every operator. So let's just put that in the context of understanding how senior housing works. Remember, you have an acuity creep as people age in place or age in a community. So you will always have the person who is living versus the person who is coming in. There's a gap, right? There's a gap because of the acuity creep, the frailty and the acuity creep. What we are seeing, this rapidly rising street rate, is closing that gap pretty meaningfully. And, you know, we hope that we'll see at some point that gap is going to come together. But at the same point, understand, as we sort of get to the next year, right, there's going to be significant in-house rate increases again. So you create another gap, and you chase that gap again, right? That's how you build revenue. So we're pretty optimistic. Generally speaking, your The tone of your question is the right one, which excites us very much. This moving, you know, obviously rates that we are starting to see, we'll see that will be sustained, all things being equal, through the year, and will show up in our top-line growth as well as the NOI growth that Tim and John talked about.
spk07: Thank you. And our next question comes from the line of Mike Mueller with J.P. Morgan.
spk00: Yeah, hi. Just a quick expense question. Looks like your same store show compensation has been running about 325 for the past two quarters. Can you remind us what portion of that would you say is abnormally high because of COVID and agency costs where we could see that portion of it decline in subsequent quarters?
spk01: Yeah, so we peaked out at a little over 7% or 7.5% of our compensation line was agency in the fourth quarter. That came down to high sixes. and we continue to expect that to normalize throughout the year. But just thinking about that from, I think that's what you're asking, Mike, is just kind of what portion of that is agency. We expect that agency to continue to deflate, but remember that gets backfilled by full-time hours. So it's not, there will be some offset of that from full-time employees coming on. I'll just note that that's something that we're certainly seeing progress on coming out of the first quarter and into April is that the focus our operators have put on hiring full-time employees, and we all know that's the solution to agency. That's why we're seeing progress in the agency front, because occupancy continues to build. So we're not seeing less of a demand for employees in the buildings. We're just seeing an ability to fill it more and more with our own staff versus
spk08: In fact, April probably was the best month we have seen from a net hiring perspective since we started tracking this from the beginning of COVID. So you haven't seen the impact that we're talking about. You'll see that obviously in Q2 on a sequential basis. But, you know, again, I'm not going to comment on COVID. I have no way to predict what COVID is happening, not happening, going. But in a normalized market conditions, you will see that improvement will significantly accelerate in the second half of the year.
spk07: Thank you. And our next question comes from the line of Juan Samabria with BMO Capital Markets.
spk14: Hey, good morning. I was just hoping we could touch a little bit on the triple vet business. You mentioned the legend transition and a little bit of dilution there, but Just holistically speaking, how should we think about the potential for further transitions, I guess, to shop at this point, and how same-store NOI should track towards the historical 2% to 3% given you're still kind of below the target rent coverage and kind of what you expect that timing to be to get coverage back to a more sustainable level and for those to kind of normalize the same-store growth and the coverage level?
spk08: One thing about me that you probably have noticed over the years we know each other, that I'm extremely consistent. In 2018, I said there are two portfolios that I hope that we had in the radio portfolio. In 2022, I'll tell you the same thing. And maybe if I couldn't convince the last one, I'll keep saying the same thing for years to come. So you should not expect a lot to change unless we believe there is fundamentally economic reasons to change. from RIDEA to TripleNet. Fundamentally, we believe it's the same business, different structures, for different reasons, different growth profiles. So, you know, I've gone through this in the call before, so I don't want to waste your time. But that just, you should not expect a lot more except the one that, you know, I've hoped for for many, many, many years. So let's just now take the second part of your question. So where you are today, Tim talked about it probably three, four calls in a row now. that we have a significant portion of our triple net portfolio in cash collection, right? And he mentioned when the growth comes back, you will see the other side of it. We have taken it on a chin, right, by putting in cash collection, and now we're on the other side. So obviously, that line item for these operators are behaving like Radia, right? Because that's what they are. They're cash collection. So on top of that, we have a substantial number of leases that are marked to inflation. And as inflation is going up, So you have, you know, overall portfolios going up. So that probably, these two together, probably 35, 40% of that portfolio. And that's why you are seeing, you know, obviously, that's why not only you are seeing, you continue to see significant sort of above average growth as long as we have average inflation that, you know, sort of in the system. Tim, you want to add anything to that?
spk01: No, I just add one on your comment on coverages. So you know, and restructuring. So Sean mentioned we restructured a legend lease in the quarter. We also restructured another triple net lease in the quarter. And I would think about it from a, the timing makes sense given what we talked about in the past, which is our operators were staying current with rent and resetting rent when they're staying current and there's no line of sight in recovery. You know, doesn't make sense for either party. So I think what you've seen here is an ability to come to the table on legend and get to an agreement that makes sense for both parties, and we think will do very well for WellTower shareholders over time. But as you look at the WellTower triple net portfolio coming out of the first quarter, we're at mid-80s coverage on a portfolio that's 77.5% occupied. So I think the important thing to think about is The sustainability of that, I think, is quite high given our view on the recovery. We've said it all along, it's all recovery dependent, but we saw a strong recovery last year. We've seen rents continue to be paid. And we think, given the occupancy there and the outlook in general on the space and where coverages are currently at, we're at a pretty strong spot as far as sustainability of these rents and coverage recovery over the coming quarters.
spk07: Thank you. And our next question comes from the line of Steven Valliquette with Barclays.
spk03: Thanks. Good morning, everybody. So, Shank, all your comments on the HR situation were obviously helpful to clear the air. I guess my question is if the HR-HTA merger does close and actually goes through, Does the existence of that merged entity change any of the strategic dynamics for Welltower in the mob category that is the positive or the negative that are worth calling out at this stage? Or is that merger really just expected to be immaterial to either mob industry pricing going forward or just perhaps immaterial to what Welltower is trying to accomplish in the mob area based on what you see now? Thanks.
spk08: Steve, I have no comments on HR-HTML merger. I will say that it remains a fragmented industry. that one player size or lack thereof doesn't really make a difference. It's a health system-driven industry and remains a very, very fragmented industry. So I have no comments other than the fact we don't see anything changing. But I will offer a comment that I already have offered and bore you with details of what I've already said. At Welltower, we don't have a strategic acquisition. The only strategy that we have is to make money on a partial basis for existing shareholders. That is the only strategy we follow, and anything that doesn't fit to that model, we don't do it, right? So please understand, never count on us to do a strategic acquisition because we never will.
spk07: Thank you. And our next question comes from Steve Sacqua with Evercore ISI.
spk12: Thanks. I just wanted to have one follow-up. You know, Tim, when you kind of looked at the second quarter guidance, obviously NOI growth is kind of above FFO growth. And I know you kind of highlighted a couple of issues that seem to be pulling that down, FX, GNA, and development deliveries. I guess my question really is, as you move into the back half of the year and maybe into 23, do you see some of those headwinds dissipating? And should we start to see FFO growth materially accelerate in line with NOI growth, or do some of those headwinds persist for a bit longer?
spk01: Yeah, thanks, Steve. And I think this will expand a bit on the comment in my opening remarks around just our continued steady allocation of capital to distress situations, near-term dilutive, even developments. The idea that we're seeing core earnings growth that's really driving the portfolio now And we're making long-term capital allocation decisions that are going to create sustainable growth over a multi-year period. And if I kind of take that and think about it in perspective of this quarter, she talked about same story in a wide growth on a year-over-year basis. So you'll go back to the second quarter of 2021. On the call, I spoke to a $0.77 per share number to back out out-of-period government grants. So this compares an 83.5 cent number XHHS with our 2Q guide. And I think the right way to think about bridging this is kind of three different buckets. So you've got the core portfolio, which is your comment on same store, driven by same store growth, 9% cash same store growth equates to about a levered 10% FFO growth number. Then you've got accretion from investments over in the last three quarters, You've got an offset of $0.03 from a combination of higher interest expense, higher G&A, and then lower exchange rates on a year-over-year basis. So if you dig in that investment accretion number a bit more, over the last three quarters, we have invested about $4.8 billion in capital, and we've delivered another $500 million in developments. So we've got $5.3 billion in of capital fully funded on the balance sheet as a 331, and it's expected to yield in the low fours in that 2Q22 guide. So keep in mind that these assets are significantly under-earning where they're going to be long-term, and near-term it's because of operator transitions and lease-up within our recent deliveries, and of course agency has also been a factor there. As these investments stabilize, they represent about $0.10 per share of FFO per quarter or 40 cents annually. So just from the last kind of three quarters of capital allocation. And lastly, I just note, we've talked about our NOI bridge in our investor presentation, and this is under a third of that upside represented there. So it's kind of a snapshot within our year-over-year growth showing how the capital we're putting to work is just creating this sustained earnings growth over a number of years going forward.
spk07: Thank you. And our next question comes from the line of Rich Anderson with SMBC.
spk02: Thanks for the follow-up. I had some technical difficulties, so hopefully I'm not repeating a question. But in terms of the use of OP units, obviously, you know, your distressed model would imply older assets and hence the attractiveness of units in a deal. How would you model out funding 1.4 pipeline is 1.5 billion pipeline plus another 2 billion that is under in the works. What percentage of that would be OP unit deals? And then how would you timeline the remaining forward ATM equity just so we can get our models in the right order? Thanks.
spk08: Okay. I hope I remember all the questions. First, we're not going to get into how many of these transactions will be in OP units or not. We might have given some indication of our previous press releases on some of the transactions, but beyond that, we're not going to get into how many will be or will not be. We have a general sense, but we're not going to get into that. But let's just talk about something else that you asked, which is if you think about the pipeline of $1.5 billion under contract, think about what Tim said, $1.8 billion of capital that's raised in the ATM but not settled, We have a few hundred million dollars of disposition, and that's just the equity piece, right? You add X million that you think will come from the OP side, and then on a 65-35, you will see our investment, you know, sort of dry power for investment is actually three-plus billion dollars today, right? So that's sort of the question. And is there anything else I did not answer? I can't remember three questions at the same time, Rich, but... You know, so I think I answered all your questions. If not, just call me on my cell and we'll just walk you through. But we have ample capacity to invest capital that's in the pipeline or could be in the shadow pipeline. Pipeline equals to deals under contract. Shadow pipeline is what we're negotiating. And as I said, off that two plus billion, we might do zero because We transact at our price, and the price is the price. And if we can convince someone to come to our price, we will do that transaction. So very much of we have the capital raised, but I cannot guarantee you that we apply to any of these transactions.
spk07: Thank you. And our next question comes from the line of John Palowski with Green Street.
spk13: Thanks for keeping the call going. Just one modeling-related item for me. Could you give me a sense, Tim, what percent of food and utility costs are ultimately passed through to the tenant on the shop portfolio?
spk01: What do you think about a pass-through? I guess you mean from like a direct billing? No, via higher rents, higher rents and higher fee income. I'd say all of it. We have an operating profit in that business, so you're making a profit on an all-in basis. You're certainly seeing part of the rationale for rent increase being to offset inflationary pressures in both those categories. But those aren't things. Food is something you're certainly, in a lot of these different contracts, you're highlighting as being a separate cost. Utility, generally not, but that's all wrapped into how pricing for the product works. So I think when we talk about kind of seeing inflationary plus type rental increases, we're talking about the ability to offset the pressures we're seeing in food and utility inflation.
spk07: Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.
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