Thank you for your patience. My name is Bailey, and I will be your conference operator today. I would like to welcome everyone to the Ventas Second Quarter 2024 Earnings Call. I will now turn the call over to BJ Grant, Senior Vice President of Investor Relations. You may begin.

Thank you, Bailey, and good morning, everyone. Welcome to the Ventas Second Quarter 2024 results conference call. Yesterday, we issued our second quarter earnings release, presentation materials, and supplemental investor package, which are available on the Ventas website at IR.ventas.com. As a reminder, remarks today 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 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. With that, I'll turn the call over to Debra Cafaro, Chairman and CEO of Ventas.

Thank you, BJ. On behalf of my colleagues, I want to welcome our shareholders and other participants to the Ventas Second Quarter 2024 earnings call. It’s an exciting time for our business. We are driving performance in the early stages of an unprecedented multi-year NOI growth opportunity, fueled by powerful demographic demand and the most favorable fundamentals in the senior housing industry. Ventas plays an essential role in the longevity economy, serving a large and growing aging population, with over half our business in senior housing. This creates a compelling near and long-term growth and value creation opportunity. Today, I will discuss Ventas's strong results and our latest increase in our 2024 expectations. As we generate outperformance in our senior housing operating portfolio, increase investment activity, optimize net operating income throughout our portfolio, and improve our financial strengths. Let's start with results. We began 2024 with momentum, which continued in the second quarter. Our enterprise delivered $0.80 of normalized FFO per share, reflecting 7% year-over-year growth. SHOP led the way with same-store cash NOI growth of over 15%. Total company same-store cash NOI grew nearly 8%. Our balance sheet is trending positively, with 50 basis points of leverage improvement already year-to-date. We are pleased to once again raise our 2024 normalized FFO per share guidance and our total company same-store NOI expectations on the strength of this performance. Our growth expectations and value creation opportunities put us in the top cohort of companies across the REIT landscape. We're executing on our focused strategy designed to deliver growth and value to our stakeholders. As a reminder, there are three prongs to the Ventas strategy: Deliver profitable organic growth in our senior housing portfolio, capture value through investments focused on senior housing, and drive cash flow throughout our portfolio. Here are some key updates in each of those areas. In SHOP, we have now delivered eight consecutive quarters of double-digit, year-over-year same-store organic cash NOI growth. More importantly, we see a durable multi-year NOI growth opportunity ahead of us, powered by occupancy gains and revenue growth. Senior living provides invaluable benefits to residents and their families. In the quarter, occupancy grew 320 basis points year-over-year, significantly outperforming industry benchmarks, and revenue expanded by 8%. Our data-driven decisions enable execution by talented operators and allow our communities to attract more than our fair share of the strong demographic demand for senior living. Remember that our prior senior housing occupancy peak was 92%. Currently, our portfolio has trended to 84% occupancy and 27% margins. There is an additional $140 million incremental NOI opportunity simply by getting to 88% occupancy and 30% margins in the portfolio, when SHOP NOI would approximate $1 billion a year. From there, we expect our portfolio, operators, and communities to shoot for and potentially beyond that 92% prior occupancy peak because surging demand and suppressed senior housing construction are creating such favorable conditions, particularly in our markets. The SHOP resident base we serve, primarily the over 80 population, should grow by over 24% in the next five years. This population is increasing rapidly each year, from about half a million people annually now to over 800,000 individuals starting in 2027, as the leading edge of the enormous baby boomer cohort turns 80. Yet, there were only about 1,300 units of senior housing started in the second quarter, and construction as a percent of inventory is only 1%. Both the lowest on record. Equally important, the duration of new construction continues to elongate, and we expect deliveries to be constrained for years to come. This favorable supply-demand backdrop provides powerful tailwinds and a long and unprecedented runway for growth. Justin will explain how our actions, platform, data and insights, together with our operators, deliver value to seniors and their families and position Ventas to outperform a strong market. We are also increasing our investment activity focused on senior housing as we execute on the second prong of our strategy. We're on track to close about $750 million of investments this year. Given the favorable market conditions and the strength of our pipeline for quality acquisitions, we are committed to ramping up our investment activity. Ventas is one of the country's largest owners of senior housing, and we are excited about the external growth opportunities we see in the market. Rarely in my career have investment conditions been as constructive. We can invest in senior housing assets with high single-digit going-in yields and substantial near-term NOI growth prospects. Replacement costs, net absorption projections, and affordability remain key criteria in our investment approach. These senior housing investments expand our SHOP footprint, increase our enterprise growth rate, and reinforce our consistent commitment to financial strength. Third, we're also focused on driving cash flow and value creation throughout our portfolio. Our outpatient medical and research portfolio once again contributed complementary compounding growth for Ventas, powered by our competitively advantaged Lillibridge operating platform that excels in tenant satisfaction and retention. We also want to provide you with greater clarity on the 23 LTACs operated by Kindred with the lease maturity of April 30, 2025. These long-term acute care hospitals represent about 5% of our NOI or $110 million annually. We've made a lot of progress since we last updated you. Currently, we are in advanced discussions with Kindred regarding a lease resolution for these properties. While a deal is not finalized and terms could change, we and Kindred are close to a transaction that would result in a 25% to 30% full-year rent reduction on these 23 LTACs starting May 1, 2025. About two-thirds of that amount would be reflected in calendar year 2025. We'll be happy to share more with you if and when a deal is concluded. We continue working toward a positive lease resolution that optimizes Ventas value and the NOI from these 23 properties, strengthens the master lease, and supports Kindred's future success. There are two final items that represent our approach to thoughtful investing and the creation of win-win outcomes with our operators over time. First, Ardent recently completed its successful IPO, and we congratulate the management team and our partners. Ardent has done it right, focusing on patients, quality clinical care, employees, and communities. Ardent's current equity value exceeds $2.5 billion, and as Sam Zell used to say, liquidity is value. With $1.6 billion invested in assets operated by Ardent, Ventas has always been confident in Ardent's financial stability, its operational acumen, and its steady growth. The company's IPO has further enhanced this positive investment. In addition, Ventas has an ownership stake in Ardent, currently valued at about $170 million, over four times our original investment, and we believe there's additional upside in Ardent's business and its valuation. Also, in the second quarter, we monetized about 10% of our Brookdale warrants for $6 million in cash profits. We received these warrants as part of the successful lease arrangements we concluded with Brookdale in 2020. The warrants provide upside sharing in Brookdale's success and take advantage of the positive macro conditions in senior housing. Our current in-the-money value of our Brookdale warrants is about $70 million. Stepping back, we are optimistic about the future of our business, which is centered on helping a large and growing aging population live longer, healthier, and happier lives. As the broader economy shows significant signs of slowing down and the labor market softens, Ventas' business with over half in senior housing is highly advantaged across the REIT space. All our asset classes benefit from inelastic, need-driven, demographically driven demand, and most benefit from a softer employment backdrop. As a result, we have an unprecedented multi-year growth opportunity right in front of us. With favorable results this quarter and our improved outlook, our team is focused on doing everything we can to execute our strategy and continue to drive Ventas' performance and returns. With that, I'm happy to turn the call over to Justin.

Thank you, Debbie. I'm happy to report on another good quarter for our SHOP portfolio and another guidance raise led by occupancy. As Debbie mentioned, the macro backdrop is very supportive from a supply-demand standpoint. I'm pleased that part one of our strategy, which is to deliver profitable growth in senior housing, is off to a good start, as we are seeing very strong execution from our operators with support from our Ventas OI platform initiatives. The key selling season is delivering strong results so far in May, June, and July, as leading indicators and occupancy are all performing really well, building on our best-in-class occupancy performance. I'd also like to highlight that our net move-in volume year-to-date was 13 times higher than last year, contributing to our outperformance, driven by our Atria and Holiday portfolios, as well as Santerre Priority Life and Discovery Senior Living. The second quarter same-store SHOP revenue grew 8%, and occupancy grew by 320 basis points, led by the U.S., with 380 basis points year-over-year, and 90 basis points sequentially, leading to an absolute occupancy of 85.6%, led by Canada at almost 96%, and an overall operating margin of 27.4%, all of which are industry-leading metrics. I'd like to spotlight Le Groupe Maurice, who operates full-service active adult communities for us in Quebec, and represents nearly 60% of our NOI in Canada. They have consistently delivered stellar performance. The 380 basis points of occupancy gains in the U.S. was driven by broad-based performance across our portfolio, with a growth of 400 basis points in assisted living and 340 basis points in independent living year-over-year. Spot occupancy was particularly strong in our communities compared to the market. The U.S. spot occupancy grew 450 basis points year-over-year in the top 99 markets, which is 200 basis points faster than the NIC average. Furthermore, the U.S. spot occupancy grew 150 basis points sequentially in the top 99 markets, almost three times faster than the NIC average. 88% of our total shop NOI is included in our same-store portfolio. We were pleased to achieve 8% revenue growth in our eighth consecutive quarter of double-digit NOI growth at 15.2% year-over-year. The spread between RevPOR growth at 4% and OpExPOR growth at 1% remains very healthy at about 300 basis points. The key driver of value creation will continue to be occupancy growth due to the high operating leverage in the business. Margin expansion will increase as occupancy ticks higher, and particularly in communities that are over 90% occupied. I'd like to thank our operating partners. Given the outperformance in the first half, we are happy to raise our full-year guidance expectations again on our same-store SHOP portfolio by 50 basis points to 14.5% at the midpoint. Our average occupancy growth expectations have increased to about 280 basis points, up from 270. The remaining key assumptions that drive the midpoint of our range remain in line with what we previously communicated. Now I'll give an update on our Ventas OI platform and initiatives. We continue to advance our Ventas Operational Insights platform, which was formally launched in 2022. This platform is designed to drive outperformance in this multi-year occupancy growth opportunity and is the cornerstone of part one of our strategy, which is to drive organic growth in our SHOP portfolio. This platform enables us to combine our best-in-class analytics with our operating expertise to drive thoughtful conversations and actionable insights with the operators to quickly make informed decisions on critical areas of the business. The increased availability of real-time data through systems and reporting automation have allowed our operating partners to benefit from key insights across a wide variety of initiatives. Our platform has enabled deep analysis into sales and price optimization, market positioning, targeted NOI-generating CapEx, and digital marketing, to name a few. I'll cover some proof points on how we have driven occupancy and NOI with Ventas OI. I'll start with NOI-generating CapEx. In assessing which communities receive refreshed capital investments, we analyze the community's position in the market and prioritize those where investment would most improve occupancy and rate relative to the competitive set. We further analyze overall market characteristics, including forward-looking net demand, home values, net worth, affordability, among other data points to support our position that capital would drive robust NOI growth and generate outsized returns. We have completed 215 projects since the start of this program in late 2022, of which 133 are at least six months post-project completion. This group has grown occupancy by over 530 basis points and outperformed their respective markets by 350 basis points of growth. RevPOR has also grown 6.5%, demonstrating the effectiveness of this redevelopment program. Next, price volume optimization. We continue to collaborate with operators on a monthly basis, monitoring street rate pricing on nearly all units in our U.S. SHOP portfolio relative to our proprietary market data to ensure pricing is set to optimize move-ins. Our automated monthly rent roll consolidation process enables us to efficiently analyze over 8 million rows of historical street rate pricing data to better understand market positioning and proactively identify price opportunities. We've executed this process and successfully optimized price and volume, resulting in improved sales momentum through the second quarter across several operators, including Sunrise, Atria Holiday, and Priority Life Care. These operators have improved their move-in performance by 25%. Next, digital marketing. We've also executed digital marketing initiatives focused on driving higher move-ins. Improving the attractiveness of the website to Google search, for instance, and user experience improvements have allowed potential residents and families to easily gather information to learn about the living, service, and care options available in our communities. Our focus on digital marketing has produced double-digit improvement in move-ins derived from website referrals. Summarizing Ventas OI, the tools we have created for our platform have enabled us to perform and continue delivering growth. As part of our OI engagements, over 1,000 of which we've completed since I started, we are proactively sharing insights, data, and benchmarks with our operating partners to align on performance expectations. Moving on to investments, where we are executing on part two of our strategy, which is to capture value-creating external growth focused on senior housing. We are in a unique period of time, the best I've seen in my career, where we have a combination of relatively high yield and high growth investment opportunities in senior housing leading to very attractive, unlevered IRRs. The sector is supported by tremendous demographic tailwinds. In the second quarter, we continued our strong run of executing on attractive external growth opportunities. We closed approximately $300 million of value-creating investments in 12 senior housing communities, 10 of which are with existing Ventas operator relationships, bringing the year-to-date volume up to $350 million at a blended going-in yield greater than 8%. In addition to the accretive going-in yield, these investments are positioned squarely within our right market, right asset, right operator framework. Now is the right time to invest in senior housing as this favorable positioning amplified by the unprecedented supply-demand backdrop will drive continued NOI growth resulting in unlevered IRRs in the low to mid-teens. We also continue to invest in extremely attractive basis below replacement costs with an average per-unit purchase price of $250,000. Looking forward, our pipeline remains robust, filled with actionable opportunities with both existing and new operator relationships with a profile similar to the deals already closed in 2024. Specifically, we have lined up an incremental $400 million in senior housing investments bringing the total 2024 senior housing investment volume to $750 million. Additionally, we are deeply engaged in executing this high-priority plan of expanding our SHOP portfolio. We continue to underwrite a large and growing pipeline of attractive, near-term opportunities and are confident in our ability to continue creating value via additional external growth going forward. Now I'll hand over to Bob.

Thank you, Justin. I'll start with our second quarter performance, provide an update on our leverage and liquidity, and conclude with our updated and improved guidance. I'm pleased to report that Ventas delivered strong second-quarter results led by SHOP and with contributions across the property portfolio. In our Outpatient Medical & Research Segment, or OMAR, we generated over 3% same-store cash NOI growth in the quarter with strong margins and stable occupancy. In our outpatient medical portfolio, Pete and team continued to build leasing momentum, executing over 800,000 square feet of new and renewal deals in the quarter, which translated to 30 basis points of sequential occupancy gains. Further, the equalized loan portfolio outpatient medical assets have made significant progress, increasing occupancy 450 basis points year-over-year to 81.5% in the second quarter, leveraging the Lillibridge operating platform and playbook to drive growth. Meanwhile, our university-based research portfolio increased same-store cash NOI by 5.5% in the second quarter, with 160 basis points of occupancy growth across the same-store portfolio. Our new leasing pipeline is attractive at 1.3 million square feet, with over half already executed. For the enterprise in the second quarter, we reported net income attributable to common stockholders of $0.05 per share. Our Q2 normalized FFO per share of $0.80 represents a 7% increase year-over-year. Underpinning this result was year-over-year shop same-store growth of 15%, and total company's same-store growth of nearly 8%. We're seeing the benefit of executing our strategy with a 50 basis point improvement in our net debt EBITDA metrics so far this year. Organic shop growth and equity-funded new investments in senior housing are driving the improvement. The multi-year growth expected in senior housing and the robust investment pipeline are expected to continue to improve our leverage ratio going forward. So far this year, we've closed down $350 million of new investments and have raised $500 million in equity. We have included in our updating guidance another $400 million in equity-funded investments focused on senior housing that are expected to close this year. Year-to-date, we completed $234 million in asset sales. And our liquidity at the end of the second quarter was strong at $3.3 billion, including over $550 million of cash on hand with limited remaining debt maturities in 2024. I'll close with our updated and improved 2024 guidance. We've raised our outlook for net income attributable to common stockholders to now range from $0.07 to $0.13 per diluted share. We increased the midpoint of our full-year normalized FFO guidance to $3.15 per share from the previous midpoint at $3.14 per share. Our improved full-year midpoint is driven by $0.025 combined improvement from shop organic and inorganic growth, partially offset by a $0.015 non-cash impact from potential Kindred lease resolution in 2024. We've also raised our same-store cash NOI year-over-year growth midpoint expectations for each of our segments. Total company's same-store cash NOI is now expected to grow 7.25% year-over-year, an increase of 25 basis points from our prior guidance, and 100 basis points higher than our original guidance back in February. For additional 2024 guidance assumptions, please see our Q2 supplemental and earnings presentation deck posted to our website. To close, we are pleased with the results for the first half of the year and we're committed to continued value creation in the second half and beyond. With that, I'll turn the call back to the operator.

Your first question comes from the line of Nick Joseph from Citi. Your line is open.

Thank you. Just wanted to hopefully get a little more color on the potential Kindred resolution. As you think about resetting those rents, how do you think about rent coverage, the opportunity for growth there? And then just in terms of the timing, when would you expect kind of a final resolution and is it going to be for all of the facilities or could some of them come back to you? Thanks.

Good morning, Nick. Good to hear from you. The answer to your questions is that we are in advanced discussions. We believe we're close on a transaction that applies to the 23 LTACs, whose maturity is April 30, 2025. And obviously, we're working for multiple goals, which is to improve Ventas enterprise value, to get the most NOI from those properties that we can, and also to strengthen the master lease and to support Kindred's future success. So those are all factors in how we're thinking about it.

Thank you. And then maybe just pivoting to the acquisition pipeline. Sounds like it's starting to go there. So just curious kind of what you're seeing. Are these lease-up opportunities, and more stabilized? Just give color broadly on the opportunity set that you're looking at?

Justin.

Sure. So we are seeing a number of different opportunities. Where we're leaning in is when the pipeline meets our investment criteria, and we're very focused on the market asset operator framework, looking for markets that have strong supply-demand fundamentals and support strong net absorption and affordability. We do like applying the Ventas OI platform. We're also leveraging the strong track record in the communities and looking for, generally well-invested communities as well. We're primarily expanding with the existing operator relationships, but we have had the opportunity to add some new relationships as well. And we're looking for campuses that include independent living, assisted living, and memory care rental campuses. And we're seeing those in the pipeline. The pipeline's been growing throughout the year and we are actively engaged in it. And we like our opportunity to continue to grow.

Thank you very much.

Thank you.

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

Yes, thanks. I wanted to touch on the Kindred update real quick. And I know Debbie probably can't talk about too much directly related to this discussion. But, in general, why would Ventas record about a penny and a half non-cash charge in 2024? I mean, is there like a cash payment that's expected that needs to be amortized this year? I guess what's some of the reasons that drive that?

Yes. Yes, it's all non-cash. I mean, it's a pretty simple, but it's a gap-related, somewhat counterintuitive rule. Like basically, if you have a lease with a tenant and it gets extended, you sum up the rent over the years and divide by the period left, and that can pull forward an impact. And that's really all it is.

And that happens from the time you signed the deal. It happens immediately.

So it's just a gap reflection of the expectations on cash rents that we gave you.

Okay, that makes a lot of sense. Thanks. And then just real quick on the SHOP guidance, I know that the RevPOR target is 5% and you're tracking a little behind that in the first half of the year. I guess are you able to push street rates higher? And is that's why you think you can generate slightly better SHOP RevPOR growth in the second half of the year, kind of accelerating that growth compared to the first half of the year?

Well, so first of all, on the guidance, it's occupancy-led. We've obviously raised our occupancy expectation and we raised our NOI expectation as well. We did not change the other metrics. RevPOR, in this environment where you have a lot of occupancy growth, mix can be more impactful just due to the sheer volume of occupancy growth that we've had. In the second quarter, there's a couple of things impacting RevPOR. We had mix where we had very strong occupancy growth in our mid-price point product, so it just has an impact on the weighted average. And then there's a year-over-year comp that's affecting it because of the very strong rent increases we had in certain operators in the first half of last year. As we move forward, we would expect that there's better comps in the second half of the year. We have a large part of the key selling season still ahead of us, a lot of potential volume as part of that. So mix will remain in focus. And so we thought leaving the TILDA 5 was appropriate, given those facts, and look forward to growing NOI.

Okay, great. Thank you.

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

Yes, good morning everyone. I just wanted to ask about the acquisitions that you're including in GuideNow. I guess historically you only included what was signed up until that point. I guess why change your strategy here? And then if you could maybe just let us know how much of a benefit that additional acquisitions is for 2024. I guess I'm just trying to get a sense of the timing and whatnot.

Hi, Josh. Thanks for your question. We're excited about the opportunities to invest in senior housing, and Bob will answer your impact question.

And you're right to say that started this year in February, including deals that we hadn't closed was unusual for us. But we feel very confident given the pipeline and the team that we can execute on those deals. We started the year at $350 million in our guidance, done closed. We have now $400 million in the forecast to close this year. So doing what we said, the contribution from those is in the 2.5 cents increased guidance on FFO from SHOP organic and inorganic. I would say the split of those is roughly equal, if not tipped a bit towards the new investment. So they are created from the get-go equity-funded and very consistent with the strategy we laid out.

Okay, and then I guess maybe just the acquisitions themselves, like what kind of a cap rates are you seeing? And is it all senior housing? And our idea structure or is there a kind of mix of other things in there?

Josh, our capital allocation priority is focused on senior housing shop investments, and Justin will touch on there's a series of both qualitative data-driven characteristics we're looking for as well as financial.

Yes, absolutely. So, starting, I'll just kind of highlight, for example, some metrics around the deal activity that's already closed. In those deals, we underwrote net absorption upside over a three-year period in the markets of around 1,000 basis points. Very strong population growth near zero new supply deliveries expected in the next few years within the markets. Very attractive investment basis at $250,000 per unit, well below replacement costs. They're about 10 years old on average. There are 124 units offering independent living, assisted living, and memory care. Good margins going in, but a lot of upside, going-in margin around 28%. A lot of upside as we grow occupancy and rate over time and aligned management contracts. They're rewarding growth, both for revenue and NOI outcomes, to the manager. And then, good operators, most of which are existing relationships, but we're also working with some new operators and the going-in yields have been really above 8% thus far. We were targeting 7% to 8% overall, the unlevered IRRs in the low-to-mid teens. So that's the characteristics we've seen and continue to see in this next tranche, very similar characteristics in the $400 million that we have line of sight on.

Appreciate that.

Thanks.

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

Hey, just two quick ones for me. Just staying on acquisitions. Obviously, you've seen a pickup this year, which is why you increased the guidance, but trying to figure out is there sort of volume and opportunity that you could get to a billion on an annual run rate basis is sort of question number one. And number two is just, can you remind us the sellers of these all sort of funds coming due just due to the nature of the sellers here? Thanks.

Well, we're certainly interested in ramping up the activity. We haven't put any targets out there in terms of volume, but more is the priority for sure given the fundamentals and the returns that we're seeing in the investments. The types of sellers, there's certainly sellers that have debt maturities and they're having to make a decision. Even though fundamentals are good, do they put more capital in or do they sell the asset and move on to other priorities? We've been able to take advantage of some of those opportunities. There's other sellers that just quite frankly are dealing with fund maturities and they're just active sellers, and then there's others that are selling senior housing a little bit reluctantly because they have other asset classes that they're dealing with and debt and other aspects of their fund. We've had a wide variety and what's been consistent though is good fundamentals. We're targeting markets that have really great upside, and then the returns have been excellent.

Great. That's it for me. Thank you.

Thank you. Your next question comes from the line of Jim Kammert with Evercore ISI. Your line is open.

Thank you. Good morning. I certainly appreciate your comment regarding inelastic need-based profile in this industry. I don't think many would disagree, but you also hear, at least I have, that some, you know, the arguments that staying at home is still cheaper than senior care. How do you maybe within your OI or marketing initiatives? One, I guess you agree with that statement, and two, how do you educate the consumer here about the trade-off?

Great question. And one of the things we care a lot about is we and operators are offering residents and their families a really important service, and it's really valuable. Anyone who's gone through it in their families really understands that. And penetration is back at or above, that is utilization by the population is at or above where it was pre-COVID. So that's trending in the right direction. The numbers are gigantic, so that dwarfs the impact even of the penetration rate. Importantly, there are a lot of studies that show not only are seniors more secure and enjoy better lives when they move to senior housing from their homes, that it's safer, it's more secure, it's more social, but also it is more expensive to stay in your home. And that's the cost of replacing all those services, even if you can do it, which in many cases, if you live alone in a suburban home, you can't even get those services on a regular basis, that it is more economical to move to senior housing. You don't have lawn mowing and maintenance, taxes, insurance, meals, etc. So it really is a replacement for what you're spending anyway or even better if you're requiring in-home health services.

Great. I need to do more reading. Thank you. And then I'll go quick one to pick on Bob. Good news is here. I think your exchange will note you're in the money. And could you remind me, give them a share price, could you remind me how is it accounting for that? I know you have the option to settle the conversion value in cash, but how will you account for that in potential dilution if the presuming stock stays above the conversion price? Thanks.

Yes, Jim, it is a high-quality situation for sure. The conversion price is just below $55. Those get accounted for in the fully diluted shares. It's a really modest impact at this stage and effectively embedded in the guidance, but I put this in the high-quality problem camp. But de minimis as we think about the numbers this year as it stands now.

Right. Thank you.

Yes.

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

Hi, good morning. Just a bigger picture strategic question for Debbie, I guess. Obviously, you're rightfully so bullish on the acquisition opportunity in seniors housing, and you have a successful third-party management business. Is there an opportunity to accelerate your investments in seniors housing using some of the capital partners you have or maybe new ones to do stuff in joint venture or fund format?

Hi, Juan. We do have a successful Ventas investment management business, including an open-end fund. It is a great advantage to have that capital available to us. At the present time, because of the REIT's footprint and experience and platform in senior housing, we are focused on capturing those opportunities really at the enterprise level. But we have in selective appropriate circumstances done a few senior housing assets with our partners.

Thanks. And then just with regard to SHOP business and kind of guidance. How should we think about occupancy growth going forward? You've noted some seasonality on the RevPOR side. Is there anything equivalent on the occupancy side or any impact from changes in the pool in the second half of the year?

Yes. Good question on the timing. So Bob, do you want to take that?

Sure. There has been no impact from the pool, which has been consistent since February. Depending on whether you're comparing year-over-year or sequentially, there is clearly seasonality in senior housing. The key selling season typically runs into the third quarter through September, sometimes extending into October. Usually, there is some moderation in the fourth quarter on a sequential basis. What we are experiencing is strong year-over-year growth that is driving the improved midpoint. However, if you are modeling sequentially, you should take that into account.

Your next question comes from the line of Omotayo Okusanya with Deutsche Bank. Your line is open.

Hi, good morning everyone. I wanted to revisit the topic a bit. It seems like you're suggesting a rent reduction of 25% to 30%. I remember hearing that this business is showing fundamental improvements. I'm just wondering why you'd want to take that immediate rent reduction instead of capitalizing on the potential growth.

Good morning, Tayo. Thanks for the question. Look, we want to give our shareholders some kind of broad directional guidance of our expectations at this time on what the rent levels will be. Obviously, we have a lot of tools in our toolbox that we've used in connection with leases over the years, and that would be equally true here. And remember, our goals, we do want to strengthen the master lease. We do want to capture as much NOI as we can, and we want Kindred to be successful. So we put all those in the basket as we think about structuring and making decisions about a lease extension.

Okay. That's helpful. And just the second question, some of your managerial contracts in Atria Sunrise that are a little bit more tight in the top line. Curious, when those managerial contracts themselves expire if they do or the idea of being able to move these contracts more towards contract time towards the bottom line such that Ventas and the third-party managers are a little bit better in line in terms of bottom line performance?

Yes. Operational alignment is one of Justin's favorite topics. So...

It definitely is. Regarding Sunrise, we updated that contract a few years ago, and it is well aligned with our revenue and NOI performance. I'm pleased with that agreement. In the coming years, we have opportunities within the legacy Atria portfolio to further enhance our alignment and relationship. Everything else in the SHOP portfolio is covered by our newer agreements. I want to emphasize that Atria has shown considerable focus on operations, especially concerning ours, following their recent transitions. Various actions have led to a more streamlined approach, and the current leadership has made significant contributions to occupancy levels across the board, particularly in independent living, where we've achieved a year-over-year occupancy growth of 340 basis points. We have their complete attention, and they have our full support. We anticipate continued strong performance from them.

Perfect. Thank you.

Thanks.

Your next question comes from the line of Austin Wurschmidt with KeyBanc City Market. Your line is open.

Great, thanks. Just going back to the SHOP guidance, same-store NOI growth for that segment implies some deceleration in the back half of the year. And I guess, just given the operating leverage, low total portfolio occupancy, and just relative to the backdrop that you outlined in your prepared remarks, what are sort of the linked factors in the near term impacting you from sustaining that mid-teens growth that you've achieved year-to-date?

So one of the things that's happened is we're off to a really strong start. So we've actually raised guidance twice now. So, and that's due to the outperformance we've had early in the year. As you get into later in the year, Bob mentioned some of the seasonality, you can see in occupancy, you can also see some seasonality in expenses. We've assumed kind of regular inflation in the expenses. That's what's driving that 2.5% OpEx for growth metric that you see as part of the guidance page. And there's utilities and other seasonal impacts you can have in the second half. So you might accuse us of being a little conservative on the expense side, but we're just anticipating kind of normal seasonality.

I like your words mid-teens because the first half, we grew 15%. Our guidance for the year is 14.5%. So pretty darn consistent, I would say.

Okay, that’s fair. How does Canada affect kind of the same-store NOI growth level going forward, given you are more highly occupied in that region? And what are your thoughts on the remaining upside for the region? Thank you.

Well, so we have a page, and if you have our earnings deck, Page 10 will articulate the performance of Canada. Canada grew 12% in the second quarter year-over-year. That was driven by really good rate growth, which was also mix-driven. We had a higher price point product that outperformed Canada and drove the RevPOR up, and their occupancy is still growing 170 basis points. Canada is 96% occupied now, and they keep growing occupancy. So it's just a good performer, and we wouldn't expect it to continue to be a double-digit performer going forward, but it's been a good year in Canada.

Thanks for the time.

Thank you, Austin.

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

Good morning. I just wondered maybe first just get some more color. You mentioned the comps or maybe even conservatism on the expense side. But you're sort of going from the ones to like the 2.5% guidance you gave. So I'm wondering is there any specific region or maybe it's just labor cost you're anticipating that would drive that up so much in two quarters?

Good. Bob, can you take that?

I think the key thing to note, as you'll recall, is the contract labor or agency labor profile last year, which we, as we were staffing up, really came down first half to second half. And so on a year-over-year basis in the first half on the OpEx port, that's a good guy. You don't have that same dynamic in the back half of the year. So that's a really important part of the answer to your question.

Okay, that's helpful. And then you mentioned the mix shift on RevPOR and obviously with Sunrise. But I'm wondering if you just segment the SHOP portfolio. I'm sure there are markets or segments where you have like 90% occupancy. What's the distribution in terms of where you're seeing the most pricing par versus maybe what's lagging?

Yes, we have experienced broad-based growth. Our occupancy growth has been particularly strong in products that are at mid or mid-high price points. The West has seen better growth compared to the East, which typically has higher prices. Lower acuity assisted living and independent living have shown better growth than higher acuity products, resulting in strong occupancy gains. The mix of our offerings is contributing to the outperformance of our lower price point products, which have also benefited from significant NOI-generating capital expenditures. Within this group, we achieved over 500 basis points of occupancy growth alongside a 6.5% increase in revenue per occupied room. This segment has significantly contributed to both occupancy and rate, although it does affect the weighted average on a revenue per occupied room basis. The high volume of activity means that mix plays a more critical role in our metrics. The main point to note is that we achieved 8% revenue growth and 14.5% growth in NOI, along with very strong occupancy performance.

Could you provide an update on the Brookdale leases that are set to expire next year, specifically regarding the coverage metrics and your latest thoughts on potential actions?

It's Justin again. I'll start with Brookdale. This lease is well-covered, and you might have noticed in the supplemental that they've moved up a row. There's strong coverage and solid performance. We've seen growth in our portfolio, and they are located in markets where we anticipate around 1,000 basis points of net absorption upside. This presents strong growth profile opportunities. If this portfolio transitions to our SHOP portfolio, we'd be pleased. We're particularly focused on the lease extension opportunity. Brookdale can choose to extend the lease, which they have to decide on by the end of November, all or nothing. If they decide to extend, the lease will escalate in 2026 by at least 3% and possibly as much as 10% based on a fair market value review. Given their performance, coverage, and market potential, we hope it will trend on the better side of that range, but we'll have to see. We appreciate the flexibility we have, and in the worst-case scenario, Brookdale extends, resulting in a well-covered lease.

Thank you.

Thank you.

Your next question comes from the line of Richard Anderson with Wedbush Securities. Your line is open.

Hey, thanks, good morning, and nice quarter. So a question I asked on the Welltower call, and I got fully shut down. I'm going to ask you the same question, see what you say. So as occupancy gets higher, so does it become increasingly more difficult to grow it from there? So my theory is at 75% occupancy, you have the full range of unit options to offer people. But if you're at 85%, you have fewer options. So it's just harder to fill that Swiss cheese effect, if I can use that. Do you agree with that, that when you get to sort of post-pandemic occupancy and then start targeting that 92% peak in your history that process will maybe logically take longer to achieve?

I'm going to let Mr. Zero Lost Revenue days take that.

So Debbie is referring to my passion project, which is encouraging our operators and communities to get to where they're achieving zero lost revenue days. We benchmark this, and we report on it every month. But truly 100%. So the one thing I love about senior housing business is that you can truly be 100%. We do have communities already in our portfolio that literally are turning units. They may have 4 or 5 out. They're turning all of them with new move-ins within the same month and having zero frictional vacancy. So my point of view, Rich, is it's actually easier, the higher occupied you get. And the reason for that is because you've established yourself as a strong market participant or market leader. Usually, there's an opportunity to fill the last unit or two with just with extra effort. I'm not going to say it's easy, but it's much easier to fill a year or two than to look upward at 20 units. So I don't think I agree with you.

Okay. Foiled again. My next question is about the redevelopment program in SHOP. You mentioned some of the occupancy increase from that; does that figure into the same-store results from the quarter? Specifically, there was a 380 basis point improvement in the U.S. Is any of that improvement due to the CapEx program, where you're seeing increased revenue and occupancy, but still capitalizing the costs?

Yes, that's a great question. One positive aspect of how we are presenting our SHOP results is that a significant portion of our communities is included in our same-store results. Most of those projects are currently in the redevelopment phase. We account for any downturns at that time and continue to include them now, which holds true for nearly all segments.

Yes, that's right. So when we're reporting on 133 seasoned projects, those are all same-store, and they never came out. They were in during the construction period. And so there's a little disruption we've absorbed already and now we're experiencing the benefits of the upside opportunity from the investment. There's some projects that are a bigger readout that do come out. Those are more intrusive, and there's a lot of criteria around defining which projects qualify for that to be in the non-same-store pool. But the fees that we're reporting on are definitely in the pool.

So when you think about the redevs activity. Is it a wash then, the stuff that's sort of underwhelming occupancy and the stuff that's boosting occupancy when you net those two, the $380 million in the U.S. would probably still be pretty close to $380 million?

I think it's a net gainer, Rich. There is some disruption. But honestly, you can sell the redev in many cases to the residents. You can show the plans, they can see the opportunity. And so you see in advance of the completion, you see occupancy and price lift. So there is some disruption net-net, definitely a positive.

And you're trying to get them done so that you're meeting this intensive demand that's present at this time. So…

Okay, got it. Thanks very much.

Thank you, Rich.

Your next question comes from the line of Michael Stroyeck with Green Street. Your line is open.

Thanks for fitting me in. Good morning. Maybe one on the transaction market. What's the typical cap rate spread that you're seeing on assisted living deals versus independent living?

We haven't really focused on purchasing freestanding properties. Everything we've acquired includes a mix of services, so I can't provide insights on the cap rate for freestanding living versus assisted living. Most of our purchases comprise both independent living and assisted living facilities on the same campus along with memory care services. Historically, there has been a spread due to the longer length of stay in independent living, which was around a 50 basis point difference in the past. However, I can't confirm that this spread still exists today based on our current pipeline activity.

Okay. That makes sense. And then it looks like a couple of research assets have entered the redevelopment pool in this quarter. What sort of return are you targeting on those projects? And should we expect additional research assets to enter redevelopment in the coming quarters?

Thank you for the question. This is Pete, and I'm happy to answer. We do not anticipate adding more assets for redevelopment in the foreseeable future. The returns will be significant. These buildings are located in strong markets and are high-quality properties that just require some upgrades to stay competitive. A prime example is 3711 Market in Philadelphia, which is performing really well in a robust life sciences market. The building currently has about 50% office tenants, but with some tenant departures, we have the opportunity to convert it into research space, which will significantly boost the rental rates we can achieve. We are looking forward to substantial growth in both rental rates and overall returns from this asset in the coming year.

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

Thanks. Just a couple of quick ones. On July, I want to see if we can get the SHOP same-store occupancy to get a feel how it's improved sequentially.

What I can tell you is that I mentioned in the prepared remarks that the key selling season is off to a strong start, including July. And that's what we have for now.

I mean, any reason not to give it? I mean, multifamily self-storage gives it, why not your Senior Housing?

Well, they operate their own portfolios for what? But I think what Justin said is a good data point for now.

Okay. Regarding the investments, can you provide some insight? I know you mention the initial yield, but I believe that's referring to the year 1 yield. How much net operating income growth is included in that assumption to reach a stabilized yield, so we can make accurate models.

Yes. Say that again, Nick. I think...

I'm just trying to understand like in terms of the initial yield that you're quoting for senior housing, how much NOI growth is embedded in the first year to get to that initial yield? Just want to make sure we're modeling this correctly. Thanks.

Got it. I mean it gets into our underwriting, obviously. We look at the last year's, we look at pre-COVID numbers, we look at trailing 3 and where it is kind of at the time of acquisition, and we model what our expectations are going forward. Given the fundamentals, you would expect that there would be some growth from, say, the trailing 3 or the in-place in that number, typically a modest amount. And in some cases, if occupancy is 100%, we may actually diminish it a little bit. So it really depends on the asset. And most of them will have, as we talked about, given the template for the investments, 7% to 8% yields going in with significant near-term growth, you'll see some elevation from the at-closing NOI number. But it's modest, but it's ramping.

Okay, thanks.

Yes.

This does conclude today's conference call. You may now disconnect.