Welltower Inc

NYSE:WELL

Earnings Call Analysis

Welltower Achieves Strong Q2 Performance with Strategic Growth

Welltower reported significant Q2 growth with a 16.7% increase in FFO per share year-over-year. The senior housing portfolio led with 21.7% NOI growth. They announced $5 billion in acquisitions year-to-date and transitioned 47 properties to RIDEA, aligning operational incentives. Welltower increased its 2024 FFO guidance to $4.13-$4.21 per share and highlighted future growth driven by market demand and a favorable demographic backdrop.

Strong Bottom-Line Growth Amid Transition Phase

During the latest earnings call, Welltower reported significant bottom-line growth with 16.7% year-over-year increase in normalized funds from operations (FFO) per share. This growth is even more impressive at 19% when adjusted for prior year subsidies. The company’s net income attributable to common stockholders was $0.42 per diluted share, with total portfolio same-store Net Operating Income (NOI) growth of 11.3% year-over-year .

Senior Housing Portfolio Leads Growth

Welltower's senior housing operating portfolio outperformed with seven consecutive quarters of over 20% same-store NOI growth. This quarter alone saw 21.7% growth, primarily driven by strong revenue and moderating expenses. Occupancy in the portfolio increased by 280 basis points, and the revenue per occupied room (RevPOR) grew by 5.3%. Meanwhile, expense per occupied room (ExpPOR) increased by just 1%, highlighting the company’s efficient cost management .

Strategic Conversions to Enhance Long-Term Growth

A key component of Welltower’s strategy includes converting triple-net properties to RIDEA structures, which, despite short-term dilution, are expected to be highly accretive over time. In the past quarter, they transitioned 47 properties to RIDEA and plan more such transitions. Welltower anticipates that these actions will contribute substantially to growth in 2025 and 2026, with an estimated additional NOI of $70 million when new operators stabilize .

Robust Investment Activity and Financial Strength

The company reported robust investment activity, with $4.9 billion worth of transactions closed or under contract since the beginning of the year. These investments were mainly in senior and wellness housing assets in the U.S. and U.K. This is part of Welltower’s broader strategy of capital-light transactions to further enhance growth prospects .

Improved Liquidity and Credit Ratings

Welltower’s balance sheet remains strong with $2.9 billion of cash and restricted cash on hand, and $8.7 billion in total liquidity. The company successfully refinanced its revolving line of credit, increasing its borrowing capacity by $1 billion and extending the maturity by two years. They also issued a $1.035 billion convertible note due in 2029. Both S&P and Moody’s revised their outlooks on Welltower’s credit ratings to positive, acknowledging the company's improved financial health .

Revised Full-Year Outlook

Welltower raised its full-year 2024 guidance for net income attributable to common stockholders to a range of $1.52 to $1.60 per diluted share and normalized FFO to $4.13 to $4.21 per diluted share. The guidance increase is driven by improved NOI outlook in the senior housing operating portfolio and accretive investment and financing activities. Same-store NOI growth is expected to be between 10% and 12.5% for the year .

Future Prospects and Market Demand

The company expressed optimism about the future, driven by increasing demand for senior housing as baby boomers enter their 80s. This demographic shift, coupled with plummeting new supply due to financing challenges, positions Welltower to benefit from favorable market dynamics. The operational platform initiatives, including technology integrations and capital-light transactions, are expected to drive future growth significantly .

Earnings Call Transcript 2024-Q2

[Operator]

Thank you for standing by. My name is Calin. I will be your conference operator today. At this time, I would like to welcome everyone to the Welltower second quarter 2024 earnings.

[Operator Instructions] I would now like to turn the call over to Matt McQueen, General Counsel. You may begin.

[Matthew McQueen, executive]

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 Securities Litigation Reform Act. Although Welltower believes any forward-looking statements are based on reasonable assumptions, the company can give no assurance that these 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 Shankh for his remarks.

[Shankh Mitra, executive]

Thank you, Matt. And good morning, everyone.

I'll review second quarter business trends and our capital allocation priorities. John will provide an update on operational performance for our senior housing and medical office portfolios. Nikhil will give you an update on investment landscape. And Tim will walk you through our triple-net businesses, balance sheet highlights and guidance update.

We're very pleased to report another quarter of significant bottom line growth, with normalized FFO per share up 17% year-over-year; or over 19%, adjusted for prior year subsidies. Quarter was once again led by our senior housing portfolio but with notable contributions from all other areas of the business, including investments. Last night, we announced another $1 billion of acquisitions under contract since our last update at NAREIT conference in June, bringing our acquisition activity to approximately $5 billion year-to-date. There continues to be no dearth of capital deployment opportunities in front of us at extraordinarily attractive economics, which I'll get into shortly. Ultimately we are pleased to once again be able to raise our full year FFO per share guidance as we continue to capitalize on the unprecedented internal and external growth opportunity in senior housing.

Before John goes into details, I wanted to first provide some high-level thoughts on the senior housing business and why we remain as optimistic as ever about its future prospects. This quarter marks the seventh consecutive quarter in which our SHO portfolio has posted same-store NOI growth in excess of 20%, a truly remarkable feat. This noteworthy bottom line growth was once again [ flowed ] by -- [ flowed ] through the combination of strong revenue growth and moderating expense. RevPOR or unit revenue growth came in at 5.3%, while ExpPOR or unit expense growth was up just 1%, a near-record low for the company. What matters to us, though, is the delta between the two, which is ultimately what drives the bottom line.

As we have elaborated in the past, our focus is not on the absolute level of RevPOR or ExpPOR growth. The difference is what we are focused on. And it remains historically high levels, as shown on Slide 18 of our business update presentation, resulted in another quarter of substantial margin expansion of 290 basis points year-over-year to 27.3%. While margin remains well below pre-COVID levels, I would note that we have made significant progress since hitting the trough levels of profitability in 2021, with further upside remaining through the scaling benefits achieved through [ higher ] occupancy, aka operating leverage; and as the operating platform begins to bear fruit.

Overall, while we are pleased with the results we achieved this quarter, what we are much more excited about is the fundamental backdrop is poised to dramatically improve as we look forward to '25 and beyond. It starts with end market demand. Baby boomers are just entering their 80s, and pickup in demand which we have recently witnessed will only intensify going forward. Not only is the 80-plus population growing at [ its fastest ] clip in decades, but what's even more compelling is that growth of these group of seniors will accelerate to 5% to 7% per annum as we close out the decade, driving demand even higher. And there is plummeting new supply.

The second quarter construction starts were once again negligible, falling well below trough levels seen even during GFC. It remains extraordinarily challenging to secure construction financing, as regional banks that served as the most prolific lender to the sector in previous cycles has effectively shut down all activity. And despite the attractive growth prospect of our industry, most developers have thrown in the towel due to a lack of development economics. We think this will continue as returns or, should I say, lack thereof were made on other people's money no longer available as investors lick their wounds from the last cycle.

While the beta of the senior housing business remains extraordinarily attractive, what truly sets us apart are our efforts to generate outsized alpha for our existing owners. This is reflected by the difficult but important steps that we'll continue to take to further amplify our long-term growth trajectory. This is -- not only includes the build-out of our operating platform, which John will get into in a minute, but also involves numerous capital-light transactions such as operator transitions, conversion and -- conversion of triple-net and -- to RIDEA lease structures. We are confident that several operating platform initiatives will start to impact occupancy and NOI next year.

Expanding on the theme of enhancing long-term growth through capital-light transactions, we announced transition of 89 Holiday by Atria assets to 6 Welltower's strongest operating partners with deep expertise and local scale in their regions. We have experienced tremendous success with hundreds of transition effectuated in recent years, and we expect similar outcomes from this most recent set of assets. More importantly, we hope to achieve over $70 million of additional NOI upside when new operators stabilize these properties. And separately, we converted or agreed to convert 47 triple-net leased properties to RIDEA structure in Q2, allowing us to directly participate in substantial growth of these properties that are poised to deliver in coming years. This was achieved in 4 different transactions, primarily with existing RIDEA operators that [ are growing with ], including StoryPoint and New Perspective.

These actions come with some short-term dilution, but we are confident that it will substantially enhance our growth in the back half of '25 and '26. Assuming we only get toward 92% occupancy, we should achieve approximately $40 million of NOI post stabilization from today's level. To illustrate that in [ new ] investment terms, you need $2 billion of new acquisitions to achieve that level of NOI accretion, assuming 2% long-term accretion of our investment model. That's how impactful the math is for our near- to medium-term growth. And clearly our owners will capture all the upside from stabilization of these assets, which should enhance our long-term earnings growth trajectory as well.

Turning to investment activity. Last night, we announced additional investment activity that brings us to nearly $5 billion of transactions closed or under contract to close year-to-date. The U.S. and U.K. comprised of the bulk of our recent transaction, with virtually all transactions being completed in senior housing space. Our investment teams remain busy as ever as the opportunity to acquire senior housing assets continue to expand, largely from -- resulted of the broken capital structure and other debt-driven situations that Nikhil described on last call. Notably, while '23 was a record year for us with $5 billion of investment, we have achieved this level of transaction activity in just first 7 months of 2024. Our pipeline beyond these transactions remain robust, visible, granular and actionable.

Lastly, I would like to commend Tim and our capital markets team for their efforts to further strengthen our balance sheet. Through the tactical capitalization of acquisitions, coupled with dramatic rise in cash flow, our balance sheet leverage has declined to 3.68x, another record low for the company. This balance sheet enhancement was recognized by Moody's and S&P, with both rating agencies revising our credit rating outlook to positive during the quarter.

And yesterday, we announced the recast and upsize of our revolving credit facility to $5 billion, bringing near-term liquidity to nearly $9 billion. Our new revolver comes at an improved pricing and extended term relative to our previous facility, a testament to the strengthening of our credit profile and growth outlook of our business even in these challenging times for real estate credit. We will remain disciplined in our funding of our future opportunities, but as I have previously mentioned, we have created significant debt capacity to tap into, creating another lever for us to further augment our earnings growth.

With that, I'll pass it over to John.

[John Burkart, executive]

Thank you and good morning.

As Shankh mentioned, we reported another strong quarter, with total same-store NOI growth once again achieving double-digit levels, led by our senior housing operating portfolio which I'll provide more details on momentarily, but I'll first touch on our Outpatient Medical business. We reported 2.1% year-over-year same-store growth, which is in line with our expectations. Leasing velocity remains healthy. Our retention rate remained strong at 93%, and our industry-leading occupancy continues to be stable at 94.3%.

Turning to senior housing. We continue to be pleased with the level of same-store NOI growth being generated by this business, which is once -- which once again exceeded our expectations at 21.7%. Attaining 20-plus-percent NOI growth for any sector is an incredible achievement, but 7 consecutive quarters is truly exceptional. I'd also note that the strength of our -- strength in our business remains broad-based, with all regions and property types posting outsized levels of growth. And as Shankh described, our confidence in generating elevated levels of growth in future years continues to grow given the extraordinary demand-supply backdrop ahead of us and our focus on improving the operating business.

In terms of same-store revenue in the quarter, we posted 8.6% growth compared to the prior year's period, with contributions from both occupancy and rate. Same-store occupancy increased 280 basis points, the highest level of year-over-year growth we've achieved in a second quarter of any year outside of 2022 when we were coming out of COVID. RevPOR growth remains healthy at 5.3%, and expense POR increased just 1%.

On the expense side, we're witnessing a couple of different factors at play. First, we continue to see a reversal of the broader inflationary pressures which impacted the business in recent years. And second, we're benefiting from the operating leverage inherent in the business, as we experiencing -- as we experienced slowing incremental cost as occupancy increases. Another reflection of this trend is growth in comp POR or compensation per occupied room, which rose just 0.9% year-over-year, well below our historical average due to the operational scaling benefits we're beginning to witness.

Overall, as Shankh mentioned, our focus remains on driving the delta between RevPOR and ExpPOR substantially higher as part of our platform initiatives. To give a real-time example: Over the last few months, we've gone through an extensive review of different care levels across our assisted living portfolio in an effort to create greater simplification for residents and their families. As a result of this exercise, we also made the strategic decision to focus our leasing efforts on lower-acuity assisted living residents across many of our communities. While a lower-acuity resident pays less than a higher-acuity resident for the same room, they also consume far less human resources and tend to stay longer. This creates a healthier rent roll over a longer period of time, leading to higher NOI.

We are pleased to report that these initiatives are paying off, as we've been able to attract a substantially lower -- number of lower-acuity AL residents during the summer leasing season. I am proud of what our team has been able to pull off in close coordination with our operating partners. Beyond that, we continue to make important strides in our efforts to optimize our portfolio and improve the resident and employee experience through the build-out of a platform. We're going live with properties in Q3 and anticipate rolling out the end-to-end tech platform to the first operator in the near term.

The excitement of the community and corporate team is palpable as we truly streamline the business, integrating and digitizing the flow of information from the website through the CRM, the ERP and the care module as well as other modules. Our communities will be able to eliminate most paperwork and materially reduce administrative time; and simplify many processes, including the onerous move-in process. Our objective of leveraging technology to improve the overall resident experience and enabling employees to focus more of their time on residents is being realized.

We continue to achieve success in other initiatives, including the creation of the [ cap team ] at Welltower, which enables Welltower to directly execute capital, renovation and facility projects on our sites in partnership with our operators. The result is that we are dramatically driving down cost 20% to 50%, while improving the execution and improving the customer value proposition, positioning Welltower's assets to drive compounding earnings growth for many years.

Since the start of the year, we have completed or are working on about 2,000 separate projects with 17 different operators at over 150 sites in 3 countries. As a result of the success of the teams, Welltower and our operators', we have expanded our work more than originally planned, which includes thousands of units taken off-line. This important initiative will result in some near-term disruption but has the potential to meaningfully contribute to our growth in 2025 and beyond. This tremendous amount of work requires the highest level of collaboration ever attempted and accomplished at Welltower between our operating partners, our vendors and our corporate employees. I am grateful for the support and teamwork by all involved people and most certainly the leaders of our operators who are standing side-by-side with me as we envision this business -- as we re-envision this business, focused on improving both resident and employee experience.

In conclusion. Another great quarter, great demand-supply dynamics. Technology platform is launching. The [ cap team ] is executing. And many other earnings drivers are in place to enable years of compounding earnings growth.

Thank you. And I'll turn the call over to Nikhil.

[Nikhil Chaudhri, executive]

Thanks, John.

It's hard to believe that we're almost at the end of the summer. We have worked tirelessly over the last 3 months since our First Quarter Call, expanding on our investment activity by an additional $2.1 billion. Since we have been working at such a torrid pace, I thought it would be helpful to summarize what we have accomplished, so far, this year. We closed on $200 million of transactions in the first quarter and announced additional transaction activity of $2.6 billion on our First Quarter Call. We subsequently signed up and announced another $1 billion of transactions at NAREIT in June; and last night, announced an incremental $1.1 billion of acquisitions, bringing this year's total closed or under-contract transactions to $4.9 billion.

We are pleased to report that, as of the end of the second quarter, we have closed on $1.6 billion of these transactions. And we are diligently working towards closing the remainder of our announced transaction activity by year-end. The incremental $2.1 billion of investment activity announced since our First Quarter Call is essentially entirely made up of seniors and wellness housing assets in the U.S. and U.K. and spans a total of 17 transactions with a median transaction size of $65 million. These transactions comprise of 82 communities with nearly 7,000 units, an average age of 7 years and a stabilized yield above 8%. Through these transactions, we are growing our relationships with Legend, StoryPoint, QSL, Care UK, Arrow Senior Living, to name a few operators. Welltower's stellar reputation permeates globally as we remain the counterparty of choice for sellers, as evidenced by the unabated quality and pace of our investment activity.

I want to highlight an emerging, new trend that we have witnessed recently: inbound inquiries from Asian and continental European investors who owned seniors housing product in our target markets. Perhaps driven by the strength of the dollar, but we are seeing direct inquiries to acquire senior housing assets from foreign counterparties who we had not transacted with before. During this quarter, we had net loan funding of $349 million, as we originated $486 million of new loans and received repayments of $137 million across 17 loans. A vast majority of the new lending activity was with one high-quality sponsor from whom we also acquired a portfolio of seniors housing assets.

As I have stated before, we are creative dealmakers with a problem-solving mindset. I spoke last quarter about the dearth of debt capital in the seniors housing space. And I'm pleased to announce that we have been able to close on a creative win-win transaction with a counterparty, given that backdrop. We previously transacted with this counterparty last year when we acquired 10 seniors housing assets for $469 million. We reengaged with them this year for a follow-on transaction. In this case, for a subset of the portfolio spanning roughly 1,000 units, we were able to see eye to eye on upfront pricing of $271 million; and acquired those assets outright at a greater than 35% discount to replacement cost, assuming a maximum payout on the performance-based earnout.

For another subset of assets, we couldn't find alignment on the current valuation, but we were able to offer a creative debt solution. This $456 million first mortgage loan carries a 10% yield and spans nearly 1,000 units across several newly built marquee senior housing properties. With the last dollar basis at approximately half of replacement cost of these like-new assets, this loan reflects a 56% loan-to-value based on our underwritten stabilized values. As with most of our loans, there are several structural enhancements to potentially convert these shorter-duration debt investments into long-duration equity investments. This entire transaction is underwritten to achieve an unlevered IRR north of 10%.

Moving on to capital-light transactions. As announced earlier, we are transitioning 89 former holiday assets from Atria to 6 different regional managers. 69 of these transitions are already complete, and the remaining 20 are scheduled for later this week. As was our business [ spend ] all along, we have plans for significant capital investments across all these buildings. 65% of these projects are either completed or underway, with the remaining working through plans, scopes and budgets to start soon. With an inventory of over 900 modernized like-new units, the newly appointed regional managers are hard at work in training the sales teams to market the enhanced value proposition of these communities. While we have been disappointed with the results achieved to date, we remain optimistic that we'll soon recognize significant operational upside in this portfolio through our focused regional density strategy.

As part of these Holiday transitions, we have been able to negotiate triple-net to RIDEA conversion of 26 communities with 2 of the incoming operators, StoryPoint and Sagora. For Welltower, it's important that, as we grow our operating partners' regional footprint, we have an aligned ownership structure across the various communities in the market. While this results in our partners giving a future cash flow upside in these triple-net conversions, both Dan at StoryPoint and Bryan at Sagora are thoughtful entrepreneurs focused on the long term and have bought into the merits of our regional density strategy and the positive impact it has on the lives of the residents and the employees that they serve. As always, we are squarely focused on executing both external transactions and internal portfolio investment decisions that create substantial shareholder value.

I'll now hand the call over to Tim to walk through our financial results.

[Tim McHugh, executive]

Thank you, Nikhil.

My comments today will focus on our second quarter results, performance of our triple-net investment segments, our capital activity, a balance sheet and liquidity update and finally an update to our full year 2024 outlook.

Welltower reported second quarter net income attributable to common stockholders of $0.42 per diluted share; and normalized funds from operations of $1.05 per diluted share, representing 16.7% year-over-year growth or 19% year-over-year growth after adjusting for relief funds received in Q2 2023. We also reported total portfolio same-store NOI growth of 11.3% year-over-year.

Now turning to performance of our triple-net properties in the quarter. As a reminder: Our triple-net leased portfolio coverage stats are reported a quarter in arrears, so these statistics reflect the trailing 12 months ending 3/31/2024.

In our senior housing triple-net portfolio, same-store NOI increased 4.3% year-over-year. And trailing 12 months EBITDA coverage is 1.4x, marking a new post-COVID high in coverage. In the quarter, we reached agreements to transition 36 properties operated by StoryPoint and New Perspective from triple-net to RIDEA, effective 3Q, bringing total year-to-date RIDEA transitions to 47. Consistent with our strategy over the past 2 years, these conversions, despite being short-term dilutive, should prove highly accretive over time as Welltower moves into the equity position in these assets, continuing to benefit from post-COVID recovery and fundamentals and the industry's long-term secular growth trends. In the case of these 2 operators, it also moves our entire relationship to RIDEA, creating complete alignment across our portfolio of properties with them.

Next, same-store NOI growth in our long-term, post-acute portfolio grew 2.7% year-over-year. And trailing-12-month EBITDA coverage was 1.47x, which represents an increase from 1.23x last quarter, as more of the recovery in the Integra Healthcare portfolio is reflected in our coverage metrics.

Moving on to capital activity. We continued to equity finance our investment activity in the quarter, raising $1.6 billion of gross proceeds at an average price of $96.64 per share. This allowed us to fund $1.2 billion of net investment activity and debt paydowns and end the quarter with $2.9 billion of cash and restricted cash on the balance sheet.

In July, our treasury team, led by Matt Carrus, refinanced our revolving line of credit, achieving increased capacity by $1 billion, resulting in $5 billion of total borrowing capacity, while reducing our borrowing costs by 7.5 basis points through reduction in facility fees and base rate to SOFR plus 72.5 basis points and extending the maturity by 2 years. I want to thank our banking group for the support they continue to provide Welltower. We deeply value these long-standing relationships.

In July, we also issued $1.035 billion convertible note due in 2029. The note bears interest of 3.125% and is convertible to equity at $127.91 per share. We intend to use the proceeds from the note to address our 2025 unsecured maturities coming due next June. The combination of these efficiently priced refinancings increase the total duration of our debt stack to 6 years and brings our total current available liquidity to $8.7 billion.

Staying with the balance sheet. We end this quarter at 3.68x net debt-to-adjusted EBITDA. And after completing our incremental $2.7 billion in net investment activity, we expect to end the year at approximately 4.25x net debt-to-EBITDA. The resiliency of our business model, trajectory of our future growth and strength of our balance sheet were recognized by S&P and Moody's in the quarter, as they both moved their outlooks on our BBB+ and Baa1 credit ratings to positive during the quarter.

Lastly, as I move on to last night's update of our full year 2024 guidance, I want to remind you that we have not included any investment activity in our outlook beyond the $4.9 billion to date that's been closed or publicly announced. Last night, we updated our full year 2024 outlook for net income attributable to common stockholders to $1.52 to $1.60 per diluted share and normalized FFO of $4.13 to $4.21 per diluted share or $4.17 at the midpoint.

This guidance increase represents an incremental increase in the midpoint of $0.06 per share from our NAREIT guidance and $0.085 per share from our first quarter normalized FFO guidance. The $0.085 in the midpoint is composed of $0.035 for the improved NOI outlook in our senior housing operating portfolio and $0.065 from accretive investment and financing activity, offset partially by $0.015 from higher G&A expectations and near-term drag from triple-net to RIDEA conversions.

Underlying this increased FFO guidance is an increase in estimated total portfolio year-over-year same-store NOI growth to 10% to 12.5% driven by subsegment growth of Outpatient Medical, 2% to 3%; long-term, post acute, 2% to 3%; senior housing triple-net, 3% to 4%; and finally, senior housing operating growth of 19% to 23%. This is driven by the following midpoints of their respective ranges: revenue growth of 9.2%, made up of RevPOR growth of 5.25% and year-over-year occupancy growth of 290 basis points; and total expense growth of 5.5%.

And with that, I'll hand the call back over to Shankh.

[Shankh Mitra, executive]

Thank you, Tim.

In an effort to give you, our owners, a bit more insight on how we're thinking about the world today, I would like to share a few [indiscernible] observations. As we think about the last few decades [ over ], there were several factors that have provided a strong tailwind for investment returns of risk assets. We have gone -- rates have gone from high to low. We printed an awful lot of money. We brought future demand forward through fiscal borrowing almost everywhere in the world, including U.S., Europe, Japan and China. We benefited from globalization that led to lower inflation. And we benefited, for the most part -- an era of peace and cooperation after the Cold War.

Our management team has and continues to debate if some of these tailwinds will turn into headwinds as we think about our investment time horizon, at the very least questioning if these factors become the lack of tailwind. This is especially relevant in the context of the -- a few additional questions. First, society is aging quickly in our markets. Is this trend inflationary or deflationary? Second, given the current sovereign debt levels and fiscal policy, what will happen to the long end of the rate curve regardless of Fed actions? Third, now that the anchor of global yields, Japan, has overcome zero lower bound, will the normal be higher for U.S. rates? We have no idea how to answer any of these questions definitively.

And to further complicate the picture is the interplay of these questions against the backdrop of substantially reduced tailwinds which I mentioned before. We do acknowledge that they will have an impact on investments we are making today, some negatively, some positively. However, the beauty of our strategy and the platform is that we don't need these tailwinds to work in our favors. Let me expand.

Would we benefit from a lower rate environment in which our assets we own will be worth more? Would such an environment turn our incredibly low-leverage balance sheet into a powerful asset that we'd prudently tap into to drive per share earnings? Absolutely. Would you be fine, if not thrive, if we remain in a world of high long rates for an extended period of time? Unquestionably, as construction will remain subdued for foreseeable future and will continue to help solve broken capital structure problems.

Let's consider another issue, the aging of the population. While we are extremely excited about the higher end market demand that this trend will drive for many years, it also begs the question is the demographic shift inflationary or deflationary in nature from a societal standpoint. If we are certain that the graying of our society is deflationary force, then we would be investing in middle-market AL product, which we are not. We're sticking to AL product in micro markets where we have conviction that we can achieve sufficient pricing power to pass-on inflation and then some. This is especially important to us given overall lack of growth of caregivers commensurate with an older population, hence our obsession with product market fit.

Amongst all these uncertainties we contend with on a daily basis, whether it be the direction of the economy, rates or geopolitics, what is certain is that we're in the midst of a -- one of the most pronounced demographic shift ever witnessed. And it's occurring at the same time at which the challenges for new construction remain extraordinarily high. To put simply: We believe that we are in the very early inning of an exceptional multiyear growth for the industry. And adding to John's and our operations -- what our operations team is doing to drive digital transformation of senior housing industry, which should result in higher employee and customer satisfaction, we're confident in our ability to compound on a per share basis over a very long period of time for our owners. We as capital allocators and long-term investors will take compounding per share of earnings over speculation of macro all day long.

Long-term compounding is the only way [ where our of ] is to create real shareholder wealth. As Buffett tells us, predicting rent doesn't count. Building an ark does. I truly believe we have built an all-weather compounding ark that will continue to reward our owners across different environment for the years into the future. As proud as I am of the exceptional execution of [ the Welltower team ] in recent quarters, I'm convinced the best days of this company are squarely in front of us.

And with that, let's open the call up for questions.

[Operator]

[Operator Instructions] Our first question comes from the line of Jonathan Hughes with Raymond James.

[Jonathan Hughes, analyst]

Shankh, I think I heard you say there's $70 million and $40 million of future cash flow upside over the next few years from recent triple-net to RIDEA transitions and about 7.5% of in-place NOIs from Seniors Housing Triple-net. I realize that's going to decline as we see some of those announced transitions be completed, but how much of the 7.5% could we see or do you want to see convert to RIDEA so that Welltower can participate in more cash flow and value creation upside?

[Shankh Mitra, executive]

Yes, Jonathan, we are focused on growing with a set of operators that we find to be exceptionally good in their region at their price point for their product. And there are -- there remains portfolios in triple-net that fits that bucket, and over time, you can expect us to continue to work through that and convert into RIDEA. And there will be assets in triple-net that will remain triple-net because we think, though, for those assets, primarily mid-market assets, that's the right structure. We've got to think about long term. Or obviously, as I mentioned last -- I think, last call, I mentioned that our underlying EBITDAR in our triple-net portfolio is actually growing slightly faster than our RIDEA portfolio purely because of the geographic mix. That's primarily U.S. and U.K., but it will not be prudent for us to think let's just convert the whole thing because right now we have the growth, right? We have to think about long term and think about the growth prospects beyond stabilization relative to what we think inflation will be over a period of time, but there are opportunities. And you can imagine that we're hard at work, continue to work through with our partners to structure win-win deals.

[Operator]

And the next question comes from the line of Vikram Malhotra with Mizuho.

[Vikram Malhotra, analyst]

Maybe just, Shankh, building on your last comments. I mean I don't know what innings we are in, in terms of the recovery, but whatever phase we're in, can you just maybe elaborate, give us color on sort of what gets you through this next phase of growth, both internal and external? And I just mean like the components that drove internal expenses and better pricing power seem [indiscernible] can comment on that as well as on the external growth. Just curious, the acquisitions you're doing. Like how much occupancy upside do they have relative to the portfolio?

[Shankh Mitra, executive]

Yes. Let me -- Vikram, let me see if I can remember all the questions you asked. Let's just start with the acquisitions. Roughly, you should think industry is in low-80s occupancy. And there's no reason to believe, for -- obviously in the aggregate amount that we are acquiring, anything but in that sort of market rate occupancy. Call it low 80%. So we think there is substantial occupancy upside. And I have said many, many times really the toughest part of the margin story is sort of, call it, 80% to low-80% occupancy. And majority of that flow-through happens after that, so not only occupancy upside, you should see tremendous amount of cash flow upside into that. We have never been yield buyers and we'll never be yield buyers. We are total return buyers, and that's I said of how we think about investment. So that's sort of one aspect of your question.

The second question is harder to answer. And I absolutely do not want you to sort of take this as my forward-looking comments. I have no idea, but as we are thinking about supply-demand and more importantly -- supply-demand in our markets but more importantly my earlier comments that all the initiatives, platform initiatives, that John and his team has been building towards, we should see impact, starting '25. So if you just sort of think about that aspect of it, I think occupancy can -- I'm not saying it will but can take a leg-up as we think about '25, right? But we sort of -- but if -- now we'll sort of look into the different strata of pricing in different types of occupancy in our own portfolio today. I will share an observation with you that above 90% -- let's take this quarter, like, just obviously to make a point, not to specific numbers. Just if we think about 90-plus-percent occupancy cohort of our portfolio, RIDEA portfolio, RevPOR growth was close to 7%, right? So our goal is, first, what we are trying to do, is to get the portfolio to that level as the industry also fills up, right?

So is it possible that, as we go into '26, sort of summer of '26; or summer of '27, we see a leg-up in rates again? Absolutely, we can, but this is too early to comment. But we'll see what market gives us. We are, so far, very pleased with how the summer season is playing out. July has been a very strong month for us. And we hope that sort of the summer season play out strong, but it's too early to comment how next couple of years play out. But I wouldn't leave this question without answering the crux of what you asked, what inning we're in this growth cycle: very early.

[Operator]

And your next question comes from the line of Nick Yulico with Scotiabank.

[Nicholas Yulico, analyst]

Just a question, first, on the senior housing guidance. Can you just talk about why you didn't revise the same-store revenue guidance for the segment? And then if we look at the sequential occupancy growth in the quarter, a bit lighter than it's been previously in second quarters. So just trying to understand that impact in the quarter. And then for the back half of the year, it feels like there's a bigger sequential ramp that's going to happen to get to the full year guidance. I just want to make sure that's correct. And maybe you had some -- a commentary on July or anything else that gives you sort of confidence in that "back half of the year" occupancy ramp.

[Shankh Mitra, executive]

Nick, let me try. And I think, John or Tim, you can jump in as you fit -- there are several questions. I'm not sure I remember of -- them all. First is the occupancy. I think you heard John's comment that we have thousands of units that are under renovation that's going through. A lot of units are actually off-line, so that might have contributed. As John said, that will impact or has impacted some near-term fundamentals. I've said this million times, that we will always sacrifice short term for long term. We would expect that will augment our '25 growth, but we are confident achieving, obviously, the NOI growth that we have put out. Otherwise, we would not be raising that guidance.

On -- what was the other question, second half? Look, the thing is, if you think about the summer selling season, I sort of think about that's a June, July, August, September phenomenon. We got 1 month, obviously, in the quarter. We're pleased with June. That's sort of -- this is a second quarter. It's always a second half sort of a growth as we come out of the spring season. And it's really July, August, September that makes or breaks the year; and we are very pleased with July. And I have nothing more to add to that.

[Operator]

And your next question comes from the line of Joshua Dennerlein with Bank of America.

[Joshua Dennerlein, analyst]

Tim, just wanted to get your thoughts on how you plan to lean into the balance sheet as a driver of future growth. You've really taken the leverage down and just thinking about like the opportunity set as you go forward.

[Tim McHugh, executive]

Thanks, Josh. So I think the key point for us is there is no plan to lean into it. As we sit here today, it just represents optionality, right? And so think about how -- where we're at from a leverage standpoint and how we're still continuing to fund our investment pipeline. It's all about what we can't plan for, and at that point, it provides you the backstop and the ability to continue doing what we're doing. And the business model doesn't need to change in really any macro backdrop.

[Shankh Mitra, executive]

But Josh, if you just then think about longer-term basis, there is massive organic deleveraging that's happening. And at the same time, the free cash flow generation is significantly picking up. You are onto something: As we think about a longer-term capital structure, we clearly don't think, if we just stay where it is and organic deleveraging continues to happen, we'll be 3x leverage soon, right? We don't think that's where a company of our size and scale should [ work at ], so there is definite debt capacity to tap into to drive per share growth, but as Tim pointed out, that is the optionality. That's what we are focused on. It's not a question of what we will in a given period of time do. It's the question is what we can. And as -- sort of as you think about what's the normalized earnings for this company, you should think about that in terms of normalized balance sheet, not a point-in-time balance sheet that's too highly leveraged or too lowly leveraged as we are.

[Operator]

And your next question comes from the line of John Kilichowski with Wells Fargo.

[William John Kilichowski, analyst]

In your opening remarks, you mentioned the operating leverage that's inherent in the business. Maybe, could you talk about run rate where you think that, that can take margins to?

[Shankh Mitra, executive]

I think you're asking us to speculate on longer-term margin, so I'm not going to do that. I will just say that we are -- that depends on occupancy and all the -- some -- or sort of all the operating platform initiatives that John has been building towards, but as we have said before, that if we can take margin higher than pre-COVID margins, then at the very least, you can expect the significant G&A savings from both me and John stepping down. Either way, our shareholder should be making money, either through that margin expansion or through our failure of getting to where we think we should be through G&A reduction.

[Operator]

And the next question comes from the line of Michael Griffin with Citi.

[Michael Griffin, analyst]

I'd be curious to get some more color just on the investment environment and acquisition opportunities you're seeing out there. Has there started to be more competition for the product that you are looking to acquire? Or are capital partners looking to come solely to you, I think, similar to what we've seen, so far, this year? And then maybe if you can comment on the transaction market broadly. Are you seeing mainly stabilized product trade or some more of that value-add component?

[Shankh Mitra, executive]

Yes, so I'll try to start. Nikhil, please jump in. So we -- there's -- it depends on where in the product cycle you have availability of debt. So if you think about more stable product which has in place significant occupancy and significant in-place cash flow, that still can be financed. So if there is any competition, then the competition is there. We have no interest in buying that product. We are total return investor. You have to think about, if you buy a 90%, 95% occupied senior housing building, no matter what cap rate you buy at, you will end up being at a basis that, at least for most cases, is not acceptable to us. For us it's always about basis and staying power. That's how we invest capital, right, so if there is any sort of interest or it's just purely on availability of debt, we play at a space where we are much more interested in future upside, much more in place -- interested in bringing our operators to change the operating platform and the operating environment. And that's why we don't. We just -- obviously we have put up this kind of investment volume purely because people are coming to us directly before they go to market.

You will see things that go to market. A lot of times, we have looked at it and that -- decided that's not a fit to our portfolio. We are not -- this company is not designed to buy. We're trying to invest capital and build our regional density, so we think about assets and one asset at a time, depending on what other assets we own in those markets with those operators. And that's how we think about this business.

[Operator]

And your next question comes from the line of Michael Carroll with RBC Capital Markets.

[Michael Carroll, analyst]

Nikhil, I wanted to touch on your comment that you made in your prepared remarks regarding foreign counterparties. Do you know -- or -- I guess, how much seniors housing exposure do these parties have? And why are they looking to exit or reduce their exposure? I mean, are they just looking to completely get out of the business? Or are they just looking for a partner that can help them kind of capture some of the seniors housing upside that they might not be able to do themselves?

[Nikhil Chaudhri, executive]

Yes, I think I'll start with the reason they're looking to get out. It's the same as domestic counterparties, right? It's debt pressure. Now obviously foreign counterparties have the benefit that the -- their net outcome in their local currency is not as bad given that the dollar is fairly strong, but the reasons are the same. And at least in the transactions that we're working on with a few of these counterparties, it has been to buy them out completely, not joint ventures or anything like that. So we're looking to do simple asset acquisitions like we have been in the U.S.

[Operator]

And your next question comes from the line of Juan Sanabria with BMO Capital Markets.

[Juan Sanabria, analyst]

A question for Shankh or John. You talked about platform investments starting to drive growth for the SHOP business in '25. So just curious if you can make some general comments about what success would mean for you with regard to the platform investments and the growth contributions in 2025.

[Shankh Mitra, executive]

Juan, I think I have already hinted about this to Vikram's question earlier, but we are very -- as I said, we are very pleased with the occupancy growth over last couple of years, including this year. But if we -- all the initiatives that John has been building towards, if that can enhance that growth, we'll be very pleased. We shall see. Even this year is not over yet. It's hard to comment on next year, but we'll be very pleased if that happens.

[Operator]

And your next question comes from the line of Mike Mueller with JPMorgan.

[Michael Mueller, analyst]

Your development pipeline and commitments are about 75% senior housing and 25% Outpatient Medical. I guess, how do you see these dollars invested and the mix between the two trending over the next few years?

[Nikhil Chaudhri, executive]

Yes. I think I just want to clarify when you say 75% Seniors Housing. On our development page, we provide -- and the supp., we provide a breakdown by units. And what you'll see is it's predominantly wellness housing, which is age-restricted or age-targeted product, low service. So it's not traditional seniors housing. I mean there's barely any seniors housing in there in the U.S. There's a couple of projects in the U.K., but as John mentioned in his prepared remarks, we have not been able to make seniors housing developments pencil. And so it makes no sense to do something that doesn't work out.

[Operator]

And your next question comes from the line of Jim Kammert with Evercore ISI.

[James Kammert, analyst]

Actually just building on that prior question. When you think about the wellness housing segment, what is the organic growth profile there, say, contrasted with, let's call it, more traditional senior housing, the IL, AL, et cetera?

[Shankh Mitra, executive]

I think I mentioned that 2 quarters ago or maybe even last quarter. I don't know recall, but you can go back and check. But since 2018, we have built this business [ today ] to about 25,000 units. That whole business, through a pandemic, compounded roughly between 8% to 10%. And so that's obviously, as you know, these communities are highly occupied. And despite that, they are compounded at that level. I hope so that gives you a sense of why we're excited about the business.

[Operator]

And your next question comes from the line of Ronald Kamdem with Morgan Stanley.

[Ronald Kamdem, analyst]

So looking at the cash flow statement looked like you generated $1 billion of operating cash flow over a 6-month period, which is -- looks to me like a first for the company. I know John is doing a lot on the operational side, which we'll see in 2025, but curious if there's any sort of thought either in sort of working capital efficiency, CapEx, right, as you're thinking about free cash flow. As you sort of scale and continue to grow these businesses, are there still sort of potential upside drivers to that?

[Shankh Mitra, executive]

Ron, I would say we are in the very early innings of seeing upside. I think John mentioned in his prepared remarks that, for the exact same scope of work and exact same places, we're able to drive 25% to 50% lower cost on CapEx initiatives and all. And more importantly, we can drive at a much faster turnaround. Just if you think through that, the biggest question that we have in front of us was the frictional vacancy. Time is much more important than even money, right, because turnaround time equals to occupancy, equals to your higher NOI, permanently -- sort of your stabilized NOI. So you just think about that. We're super excited about it. There's a lot going on in the company, but we are excited about -- at the end of the day, about free cash flow generation. So as -- to answer an earlier question on balance sheet, I mentioned that think through where free cash flow generation will be when we get to your definition of frictional vacancy, right? So we're excited about it. We're driving cash flow. At the end of the day, that's all that matters. And we think we're in the very early inning of that. There's a lot to come.

[Operator]

And your next question comes from the line of Rich Anderson with Wedbush.

[Richard Anderson, analyst]

So I want to talk about the longer-term growth potential of senior housing, SHOP. So assuming it's not 20%. And I -- despite everything that you said, when you think about RevPAR -- or RevPOR, I know you're focused more on the spread, so even if inflation subsides, I think you still get what you want there, but then on occupancy gains, I wonder if you would agree that it's harder to get from 85% to 90% than it is to get from 75% to 80%. Just generally in life, is that last mile of occupancy harder than the first mile? And so when you think about that but then you layer in the fact this is a very small industry, right -- it's 1 million, 1.5 million units in the U.S. And I wonder if that sort of dispels this occupancy theory that I have because there are so few options. And if you can -- at the end of the day, when you roll up all of these thoughts, is the sort of the growth profile of senior housing long term still approaching 20%, when you think about all this? Or is it something significantly less than that but still impressive?

[Shankh Mitra, executive]

So first, let's talk about where we disagree. Let's not take example of what exactly you said. I'll tell you it's much harder to get to 95% than actually stay at 95%, so your basic assumption that it gets harder as you go on the occupancy assumption is exactly opposite of what our assumption is. So that's sort of the number one point. Number two is what is the future growth of senior housing as a business. We will get -- we'll debate that when we get there. Our first goal is, as I mentioned -- you probably have picked up on my earlier comments that, as you stabilize assets, your ability to charge -- or your ability to get to higher RevPOR increases pretty dramatically, right? So that's basic supply-demand, and so first, our goal is to get the whole portfolio there. And as you know, we're constantly reloading the gun. We're constantly buying lower-occupancy buildings. Nikhil bought a bunch of buildings this quarter that are 40%...

[Nikhil Chaudhri, executive]

[indiscernible] occupied.

[Shankh Mitra, executive]

50% occupied, right? So we have a few years of work ahead of us to get to -- the portfolio to where we believe frictional vacancy is. And it sounds like you and we have a very different opinion of what that frictional vacancy is, but let's just get there. And after that, we'll debate what the long-term NOI growth of the business looks like. However, I'll give you a hint to think about on your own. Think about what operational leverage at different level of occupancy is. The NOI growth is a function of, at a occupancy level, what your flow-through margins are. And as you know, flow-through margins goes up as occupancy goes up. Purely that's called operational leverage, right? That's just operating leverage. Once you think through that, you can come to that conclusion yourself, but we're not going to sit here and speculate. We first need to get to the promised land.

[Operator]

And your next question comes from the line of Austin Wurschmidt with KeyBanc Capital Markets.

[Austin Wurschmidt, analyst]

I wanted to hit on John's comments around focusing on lower-acuity customers. And I'm just curious how long the tail is to continue to draw upon that resident base. And given the longer life cycle that you referenced, how does that play into your ability to sustain kind of the RevPOR-ExpPOR spread that you're focused on?

[John Burkart, executive]

Yes. We have a long runway here, but again just going back a step so we're all on the same page: From myself coming from the multifamily world, when you looked at rents effectively, you're looking and saying, okay, bigger rents are better because largely the expenses are baked irrespective of occupancy. When you switch into senior housing, it's a different story because higher rents are, in part, reflective of higher acuity. Higher acuity is -- requires higher care and therefore cost. And therefore, higher RevPOR doesn't necessarily mean higher NOI. And so what my comments were in my script and what Shankh has talked about is we're focused on optimizing NOI, increasing NOI. And in doing so, clearly, targeting lower-acuity residents coming in to have longer stays all -- lower care, all goes towards -- in the AL world, all goes towards maximizing NOI and NOI growth over time. We're at the very beginning of that process. I mean we've put a lot of work into it, but obviously it takes time to work through all of the different rent rolls, all of the different properties, so we have a ways to go. And then that's completely obviously separate from all the other operating initiatives we have going on which have a positive impact in both areas, RevPOR and ExpPOR.

[Operator]

And your next question comes from the line of Omotayo Okusanya with Deutsche Bank.

[Omotayo Okusanya, analyst]

Again congrats on another [ spanked-out ] quarter. Curious about the SHOP portfolio. Again the operating margin is still in the high 20s now. I'm kind of curious, that step to kind of go back to pre-pandemic highs of margins in the 30s. What has to kind of happen to kind of get there? Is it still further moderation of labor costs? Is it additional occupancy pickup even though occupancy is pretty high relative to pre-pandemic levels? I'm just wondering how we kind of think about getting back to that kind of NOI margin over the next 12 to 24 months.

[Shankh Mitra, executive]

Yes. So first, I just want to clarify that we're not just thinking about going back to pre-pandemic margins. As I said, that if that's all we do, we failed, so -- but what needs to happen to get to a higher level of margin is simply we need to get to a higher level of occupancy. So I think there's a lot of businesses you guys follow and cover and all. And generally speaking, it's in our head that pre pandemic was good. We have to remember that pre pandemic for senior housing business was actually pretty bad times, right? We got a few years of oversupplied situations from, call it, '15 to '18. Pre pandemic wasn't a good time, so we should not target to get to pre pandemic, but to answer your question: Occupancy needs to be higher for us to get there. And hopefully, what you heard today, that -- we're excited about occupancy growth this year, excited about occupancy growth next year. And we hope that we will get to those margins as occupancy builds.

[Operator]

And your next question comes from the line of Wes Golladay with Baird.

[Wesley Golladay, analyst]

Can you talk about what is the time line to stabilize your wellness housing development? And how much does falling lumber impact the development costs?

[Shankh Mitra, executive]

It's about 12 to 18 months sort of when we think about stabilization. Just think about kind of 2 summers is what it takes to lease up these communities.

[Nikhil Chaudhri, executive]

I think, on the lumber point, that has helped, but overall cost of development has not come down. If you put everything in the blender with different contractors, different trades, labor costs, construction cost is still higher than it was a couple of years ago, meaningfully.

[Operator]

And your next question comes from the line of Emily Meckler with Green Street.

[Emily Meckler, analyst]

On your last earnings call, you mentioned the significant amount of distressed senior housing opportunities in the market. What percentage of these "at-risk of fault" properties, totaling roughly $16 billion, inclusive of agency and bank loans outstanding, would you consider, [ both ] quality and price, you'd be willing to buy?

[Shankh Mitra, executive]

Emily, I'm not going to try to speculate on what percent of that we will be willing to buy. We -- as I've said, that we don't have an amount in our mind that we want to buy. We are investors. We're not deal junkies. Our entire strategy is based on something very simple, which is we want to build regional density and grow with our operating platforms -- operating partners. And as we see one asset at a time and we think about how it fits to the assets that we own in that area, we will make a decision to acquire or not acquire at a price. So it's very strategic decisions, deliberate decisions that is taken on one asset at a time. You can see Nikhil said we acquired 7,000 units [ to ] 82 different communities, and we made 82 different deliberate decisions. This is not let's go buy senior living and buy X billion at Y percent spread. That's just exactly what we don't do, so I am not going to sit here and speculate, but I will tell you that we see a lot of motivated counterparties who have -- who wants us to help them solve their debt problem, and we're happy to do so.

[Operator]

And there are no further questions at this time. This concludes today's conference call. You may now disconnect.