Michael Carroll

Michael Carroll asked about tenant concerns regarding the FDA leadership change and Most Favored Nation drug pricing, questioning if these issues or broader macro factors are holding back decisions. He also inquired about the status of NIH funding distribution.

Answer

Joel Marcus, Founder & Executive Chairman, responded that concerns vary by tenant type, but high interest rates and cash conservation are overarching issues. He noted that while tenants are wary of potential FDA delays, there is no tangible evidence of them yet. Mr. Marcus confirmed that a key problem with NIH funding is the slowdown in issuing grants despite appropriated capital, which disrupts institutional tenants.

Michael Carroll of RBC Capital Markets sought details on why certain land parcels would stop being capitalized and asked if leasing slowdowns were due to tenants pausing or canceling expansion plans amid macro uncertainty.

Answer

CFO Marc Binda confirmed that capitalization is pausing on future land bank projects where pre-development work is complete for now. Executive Chairman Joel Marcus explained that while complex deals are inherently slower in the current cautious environment, the mission-critical nature of R&D space gives them confidence. He clarified that he was not seeing broad cancellations, but rather a more judicious and situation-specific decision-making process by tenants.

Michael Carroll requested the cash NOI associated with the $1.2 billion in pending dispositions and asked about the expected timeline for completing the non-core asset sale program.

Answer

CFO Marc Binda confirmed the associated cash NOI is approximately $91 million. Executive Joel Marcus clarified that the portfolio quality is already 'first-in-class' and the disposition program is an ongoing, multi-year strategy to harvest capital from assets that no longer fit the core mega campus focus. Executive Peter M. Moglia added this funds the pipeline without issuing common equity.

Michael Carroll asked if Kilroy is able to have discussions with potential partners for the Flower Mart project regarding residential or sales, or if it's too early due to ongoing city discussions. He also inquired about other land sales, asking if they are focused on pre-announced parcels or new ones, and if the process is near-term or a multi-year wind-down.

Answer

CEO Angela Aman stated that it's too early for partner discussions on Flower Mart, as the company is still seeking flexibility and optionality across various uses (commercial, residential, mixed) to maximize value. EVP, CIO Eliott Trencher clarified that the goal of $150 million in gross land sale proceeds includes actively worked-on items, both announced and unannounced, and is expected to be more near-term than long-term. Angela Aman confirmed that additional announcements to reach the $150 million target are expected in coming quarters.

Michael Carroll asked if Kilroy is able to discuss with potential partners for Flower Mart during the re-entitlement process, or if it's too early. He also inquired whether other land sales will focus on pre-announced parcels or new ones, and if they are near-term or a multi-year process.

Answer

Angela Aman (CEO) stated it's too early for partner discussions for Flower Mart, as the focus is on securing flexibility with existing entitlements and the development agreement for a wide range of uses, requiring more progress before determining the best path. Eliott Trencher (EVP, CIO) indicated that the $150 million land sales goal includes actively worked-on items that are more near-term than long-term, focusing on actionable items within the land bank. Angela Aman (CEO) clarified that the $150 million includes both announced and unannounced expectations, with additional announcements expected in coming quarters, confirming a near-term focus.

Michael Carroll of RBC Capital Markets asked how soon Kilroy might start a new development at Flower Mart and inquired about the nature of the 'selective reinvestment opportunities' for asset sale proceeds.

Answer

CEO Angela Aman stated it's too early to determine a start date or partnership structure for Flower Mart development. EVP & CIO Eliott Trencher described reinvestment opportunities as varied, including value-add or core-plus acquisitions, but noted the company is less inclined to pursue speculative development currently.

Michael Carroll inquired about the current status of the Flower Mart site in San Francisco, asking for details on potential options Kilroy is considering and the expected timeline for making a decision.

Answer

CEO Angela Aman explained that Kilroy is exploring a broader range of uses for the site and a phased execution strategy, feeling optimistic about San Francisco's recovery. EVP and CIO Eliott Trencher added that they are hopeful for a warm reception from the city's new administration. Aman noted that while the timeline is difficult to predict, guidance assumes interest capitalization on the project will cease in the second half of 2025.

Michael Carroll of RBC Capital Markets asked for clarification on whether the 216,000 square feet of Q1 2025 move-outs included the Bellevue space being vacated for Walmart. He also requested more detail on land sale activity beyond the $150 million currently in discussions.

Answer

Executive Angela Aman confirmed that the Bellevue move-out is included in the 216,000 square foot figure. Executive Eliott Trencher stated that any other potential land sales are at a much earlier stage and are not factored into the 2025 forecast, with the focus remaining on parcels with a higher and better use than office or life science.

Michael Carroll asked for a comparison of the recently acquired Barchester and HC-One care home portfolios to Welltower's existing portfolio, specifically regarding asset quality, private pay percentage, and their potential impact on the growth outlook.

Answer

CEO Shankh Mitra stated that, on an accumulated and blended basis, the Barchester and HC-One portfolios are very similar to Welltower's current portfolio in terms of asset quality and metrics, indicating no significant change in the growth outlook for those assets.

Michael Carroll of RBC Capital Markets asked for more detail on how the Welltower Business System (WBS) platform drives margin expansion, questioning if benefits are too community-specific to be generalized.

Answer

Vice Chairman & COO John Burkart clarified that while data improves the system's effectiveness, there is significant commonality in processes across the portfolio, allowing for scalable improvements. He noted that the benefits are not entirely unique to each property and highlighted the successful training of over 8,000 employees on the platform as evidence of its broad applicability.

Michael Carroll asked about the outlook for the spread between RevPOR and ExPOR growth, and whether the Welltower Business System could help that spread continue to expand.

Answer

Executive John Burkart affirmed that Welltower expects to grow margins over time, which requires revenue growth to continue outpacing expense growth. He identified the Welltower Business System as a key driver that will enable the company to achieve this margin expansion for many years.

Michael Carroll of RBC Capital Markets inquired about the rollout timing for Welltower's new technology platform, asking what percentage of the portfolio currently has it and when a majority will be covered.

Answer

COO John Burkart stated the platform is being rolled out over the 'next couple of years' to ensure a high-quality, seamless experience for site-level employees. CEO Shankh Mitra added that the rapid pace of acquisitions makes the rollout a 'running target,' implying a dynamic timeline.

Michael Carroll asked for details on the tech platform rollout and its financial model, specifically if operators pay a fee or if the benefit is purely through improved property-level results.

Answer

Tim McHugh (EVP & CFO) and Shankh Mitra (CEO & CIO) clarified that the goal is to drive significantly better financial results, not to create a new fee stream. They noted that while Welltower bears the initial investment, the new tech stack will ultimately be less expensive at scale, with software costs already part of SHOP operating expenses.

Michael Carroll inquired about the strategy to achieve a six times cash flow leverage target, the timeframe for this goal, how the 2026 guidance reflects these trends, and the company's preparedness for government shutdowns regarding rent payments.

Answer

Darrell Crate, President and CEO, explained that leverage reduction will primarily come from accretive development projects structured to yield 100 basis points above the cost of capital, aiming for a 6-handle leverage within 24-36 months. He confirmed that the 2026 guidance reflects a trend of lower leverage by year-end. Allison Marino, EVP and CFO, detailed the 2026 guidance increase, driven by FDA Atlanta and 2025 acquisitions, offset by G&A, with no dispositions planned. Mr. Crate reiterated that government leases are funded for six months plus, ensuring rent payments during shutdowns.

Michael Carroll inquired about the specific levers Easterly Government Properties plans to pull to achieve its six times cash flow leverage target, including the role of joint ventures, the expected timeframe for this goal, and how this deleveraging trend is reflected in the 2026 guidance.

Answer

Darrell Crate, President and CEO, outlined that deleveraging will primarily come from attractive development projects like FDA Atlanta adding to EBITDA and lump sum payments, with joint ventures being a less important but available avenue. He indicated a 24-36 month timeframe for significant progress towards the six times leverage target, emphasizing consistent 2-3% annual growth as the primary priority. Crate confirmed that the 2026 guidance reflects an expectation of lower leverage by year-end.

Michael Carroll of RBC Capital Markets requested details on the re-tenanting of the Albuquerque facility, including the terms of the new State of New Mexico lease and the status of the former U.S. Department of Forestry tenant. He also asked about the mission-critical nature of the D.C. acquisition.

Answer

CEO Darrell Crate, CFO Allison Marino, and executive Meghan Baivier explained they proactively re-leased the space to the State of New Mexico with a new 10-year firm term lease. The U.S. Forest Service consolidated into another Easterly building nearby, with its lease expiring in 2026. Regarding the D.C. property, executives described it as a high-priority "center of excellence" for D.C. public schools, located in a key economic development zone for the city.

Michael Carroll sought to reconcile the company's encouraging comments on improving leasing prospects with the modest reductions in occupancy guidance, development start guidance, and pushed-out development stabilizations. He asked if this reflects overly aggressive prior expectations or a temporary lull before a bounce back in 2026.

Answer

CEO Marshall Loeb clarified that the operating portfolio's occupancy has increased, leading to raised same-store guidance, but overall occupancy was slightly lowered due to slower development projects rolling in. He admitted that development leasing had underperformed initial aggressive underwriting. Loeb attributed the slowdown in development starts to having sufficient existing inventory. He expressed increased encouragement from prospect activity in the last 60-90 days, noting a material rise in both the number and size of prospects compared to June, but emphasized the need for these to convert into signed leases.

Michael Carroll asked EastGroup Properties to reconcile its encouraging comments on improving leasing prospects with its reduced occupancy and development start guidance, and pushed-out development stabilizations. He questioned if prior expectations were too aggressive or if the current situation is a temporary lull before a bounce back in 2026.

Answer

Marshall Loeb, CEO, clarified that the occupancy reduction reflects slower development project roll-ins, while the operating portfolio has outperformed expectations. He acknowledged that development leasing underwriting was aggressive, leading to lighter revenue from developments, but this now represents future opportunity. Loeb explained that development starts were slowed due to existing inventory. He expressed increased encouragement from prospect activity, which has materially risen since June, but emphasized the need for these prospects to convert into signed leases. He concluded that EastGroup will proceed at the pace the market allows.

Michael Carroll from RBC Capital Markets asked about the expansion strategy in Raleigh, specifically how aggressive the company plans to be and if recent acquisitions were a foothold for future development.

Answer

President and CEO Marshall Loeb described the Raleigh acquisitions as opportunistic rather than part of a fixed growth mandate. He noted that establishing a presence enhances credibility for future deals. The long-term preference is to reach approximately 1 million square feet to support self-management, but the company will remain disciplined and not overpay to grow. They will continue to look for both building and land opportunities in the market.

Michael Carroll of RBC Capital Markets questioned the strategy behind the Raleigh acquisitions, asking how aggressively EastGroup plans to expand in the market and if the purchases were a strategic move to establish a foothold for future development.

Answer

President and CEO Marshall Loeb stated that while EastGroup likes the Raleigh market, there are no set growth targets. The recent acquisitions were opportunistic. He explained that having an operational presence helps in being taken seriously for future deals and provides market knowledge. The goal is to eventually reach about 1 million square feet to support self-management, but the company will not overpay just to grow its presence.

Michael Carroll followed up on the acquisition market, asking for specific details on how the company's underwriting changed to justify increasing a target cap rate by 50 basis points.

Answer

Executive Marshall Loeb explained that the adjustment was primarily driven by their own increased cost of capital and the desire to preserve balance sheet flexibility, not a change in property-level cash flow assumptions. With the ATM equity window closed, an investment needed to be 'compelling, not just good.' The higher yield requirement was a function of raising their return hurdle to justify deploying capital in a more uncertain environment.

Michael Carroll of RBC Capital Markets sought more detail on the 'uptick in prospect activity,' asking whether this simply meant more property tours or if prospective tenants were further along in the leasing process and ready to make decisions.

Answer

Executive Marshall Loeb confirmed it was both. He stated that while the volume of initial space tours has increased, this activity is also translating into a higher number of signed letters of intent and leases under negotiation. He pointed to the record square footage of leasing within the operating portfolio in Q4 as tangible evidence of this positive momentum and conversion.

Michael Carroll requested more color on two items in the updated guidance: the increase in lease termination income and the rise in reserves for bad debt.

Answer

CFO Brent Wood explained that the higher termination income resulted from two successful negotiations with tenants where the company drew on letters of credit, expecting a net positive financial outcome after re-leasing. He described the bad debt situation as 'frustrating' but contained, driven by just four tenants who account for 70% of the year-to-date total, primarily California-based logistics companies.

Michael Carroll asked about the timing of transactions within the 1.8 million sq ft life science leasing pipeline, specifically how close they are to being signed and the expected time from signing to commencement. He also inquired about the split between new and renewal leases within the pipeline and their respective commencement timelines.

Answer

Scott Brinker, President and CEO, detailed the pipeline stages, noting that LOIs (approaching 300,000 sq ft) are closest to signing, proposals (roughly half the pipeline) are far along, followed by tours and early inquiries, indicating a weighting towards the latter half of the process. Kelvin Moses, CFO, stated the split between new and renewal leases is roughly 50/50, with an uptick in new potential clients. He explained that commencement timing varies; second-generation spaces are often in good condition allowing for quicker commencements, while some redevelopments might take up to 12 months.

Michael Carroll asked for details on the timing of transactions within the 1.8 million sq ft lab leasing pipeline, including how close they are to being signed and the expected commencement timing once executed.

Answer

President and CEO Scott Brinker outlined the pipeline's stages: LOIs (approaching 300,000 sq ft) are closest, proposals (half the pipeline) are far along, followed by tours and inquiries. CFO Kelvin Moses added that the split between new and renewal leases is roughly 50/50. Commencement timing varies by space quality; well-conditioned second-generation spaces can commence sooner, while repositioned spaces might take up to 12 months.

Michael Carroll of RBC Capital Markets questioned how tenants were able to exit leases even when their technology was acquired. He also asked whether the fate of at-risk tenants depends more on the macro backdrop or company-specific milestones, and inquired about the quality of the lab space being returned from defaulted tenants.

Answer

CEO Scott Brinker clarified that tenants exited leases through formal bankruptcy or ABC processes, which allow for the rejection of leases. CFO Kelvin Moses stated that the ability of at-risk tenants to raise capital is currently more dependent on the macro backdrop than specific business milestones. Regarding returned space, Mr. Moses noted it's a mix, with some ready to re-lease and older spaces requiring capital investment, but Mr. Brinker stressed they are in high-quality, core submarkets.

Michael Carroll from RBC Capital Markets asked how tenants whose technology was acquired still managed to exit their leases, whether tenant funding success is macro or company-specific, and about the quality of the lab space being returned.

Answer

CEO Scott Brinker explained that tenants used bankruptcy or ABC processes, which allow for the sale of assets free of lease liabilities. CFO Kelvin Moses stated that capital raising success is currently more dependent on the macro environment than company-specific milestones. The quality of returned space is mixed, but it is almost exclusively in core submarkets and on-campus locations.

Michael Carroll of RBC Capital Markets questioned when Medicare Advantage payers began more aggressively seeking partnerships with high-quality providers like Trilogy and asked about the size of the new contract pipeline.

Answer

COO Gabe Willhite explained that the trend accelerated last fall after MA plans' star ratings were impacted by quality-of-care metrics, increasing their need for top-tier providers. President & CEO Danny Prosky added that Trilogy's negotiating position is strengthening, allowing them to be selective and secure favorable terms, though the process is dynamic and depends on mutual agreement.

Michael Carroll from RBC Capital Markets questioned when Medicare Advantage payers began more aggressively pursuing high-quality partners like Trilogy and whether this was a recent development. He also asked about the size of the pipeline for new discussions with these plans.

Answer

COO Gabe Willhite explained that the trend accelerated in the fall of 2024 after Medicare Advantage plans' star ratings were impacted by provider quality, increasing their need for high-performing partners. He noted that even without new contracts, higher occupancy allows Trilogy to prioritize admissions from existing higher-paying plans. President and CEO Danny Prosky added that Trilogy's bargaining position is continually strengthening, allowing them to be selective with new contracts.

Michael Carroll from RBC Capital Markets questioned when Medicare Advantage payers began aggressively pursuing high-quality partners like Trilogy and whether this is a recent trend. He also asked about the pipeline for new Medicare Advantage contracts and the potential for continued growth in that payer mix.

Answer

COO Gabe Willhite explained the trend accelerated last fall when MA plans' star ratings were impacted by provider quality, but it has been an ongoing development. He noted that growth comes from both new contracts and prioritizing admissions from existing higher-paying plans. President & CEO Danny Prosky added that Trilogy's selective approach to contracts has strengthened its long-term negotiating position, as insurers want access to their high-quality facilities.

Michael Carroll from RBC Capital Markets questioned when Medicare Advantage payers began more aggressively pursuing high-quality providers like Trilogy and inquired about the current pipeline for new contracts to further increase the MA mix.

Answer

COO Gabe Willhite explained that the trend accelerated last fall after MA plans' star ratings were negatively impacted by quality-of-care metrics, increasing their need for top-tier partners. He and President & CEO Danny Prosky noted that Trilogy's strengthening bargaining position and higher occupancy allow them to prioritize higher-paying plans, even without new contracts, and that negotiations are constantly evolving on a regional and state-specific basis.

Michael Carroll of RBC Capital Markets questioned the dynamics of rate setting within the Trilogy segment, specifically asking about the timing of Medicaid rate resets and the frequency of Medicare Advantage rate updates.

Answer

COO Gabe Willhite stated that Medicaid rates typically reset in July, with inflationary increases as a baseline and potential upside from value-based care performance. He explained that Medicare Advantage rates are negotiated on a rolling basis, and new contracts are expanding resident access, creating a significant tailwind. President and CEO Danny Prosky added that MA rates often increase in tandem with Medicare rate adjustments.

Michael Carroll requested details on the Trilogy development pipeline, including 2024 completions, current projects, and whether 2025 starts represent an increase. He also asked about the financial profile of new developments, such as stabilization timelines and yields.

Answer

President and CEO Danny Prosky explained that 2025's announced $136 million in starts is an uptick from 2024 and that a go-forward run-rate is about $150 million annually. CFO Brian Peay clarified the 2025 guidance includes $80-$100 million in development spend. Danny Prosky noted stabilization timelines have compressed to 12-18 months, with stabilized yields in the low-double-digits for new campuses and mid-teens for expansions.

Michael Carroll asked for insights into operating expense trends within the Trilogy and SHOP portfolios, particularly in the face of potential inflation. He also questioned the current labor environment, including the difficulty of finding employees and the potential impact of changes in immigration policy.

Answer

President and CEO Danny Prosky responded that RevPOR (revenue per occupied room) growth is currently outpacing expense growth and is expected to continue, with wage inflation normalizing. He noted that while higher inflation would likely increase expenses, revenue gains should more than offset it. On labor, Prosky acknowledged it remains the biggest pressure point but highlighted that Trilogy's employee retention has returned to pre-COVID levels. COO Gabe Willhite added that AHR is proactively addressing labor risks by implementing training programs across its portfolio, modeled after Trilogy's successful strategies, to improve employee engagement and retention.

Michael Carroll of RBC Capital Markets sought clarification on whether the seniors housing deals in the pipeline were SHOP or triple-net lease transactions. He also asked for an update on the company's progress toward entering the RIDEA/SHOP market and if the competitive landscape for seniors housing is leading to cap rate compression.

Answer

Chief Investment Officer James Callister confirmed the pipeline includes both SHOP and triple-net seniors housing deals. CEO Dave Sedgwick elaborated that the company is opportunistic about its SHOP entry, focusing on finding the right operator, and expects to complete a deal within twelve months. Mr. Callister added that while seniors housing has a wider range of cap rates, it doesn't make competing more difficult for the right assets.

Michael Carroll sought clarity on the timeline for building the UK investment pipeline, asked about changes in the US SNF market's competitive landscape, and requested confirmation on guidance assumptions regarding cash holdings.

Answer

President and CEO Dave Sedgwick expressed hope for a UK deal this year but suggested a more mature pipeline is likely in 2026. CIO James Callister noted the US SNF market remains unchanged and fiercely competitive. CFO Bill Wagner confirmed that interest income from the large cash balance held for the UK acquisition is included in the current guidance.

Michael Carroll inquired about the cadence of investment activity and the performance of recent acquisitions, specifically asking when coverage ratios for newer operators would be included in supplemental reporting.

Answer

CIO James Callister described deal flow as healthy and consistent, with recent acquisitions performing as expected. President and CEO David Sedgwick explained that for operators with longer rent ramps, like Linx, coverage data would likely not be included until year three (2026) to allow for full stabilization.

Michael Carroll sought clarification on the Tennessee portfolio's EBITDAR coverage improvement, the impact of Medicaid rate changes, the structure of the new master leases, and the typical coverage ratios for other stabilized acquisitions.

Answer

Chief Investment Officer James Callister confirmed the coverage is EBITDAR and the expected improvement is driven by occupancy gains, improved Tennessee Medicaid rates, and operational efficiencies from the new tenants. He noted the new leases will be structured as new master leases due to the JV ownership. For other deals, he stated that stabilized assets are generally underwritten to a 1.4x to 1.5x coverage ratio.

Michael Carroll from RBC Capital Markets inquired about current private market valuations for cold storage assets and how they compare to public markets, specifically asking for typical EV-to-EBITDA ranges.

Answer

CEO Greg Lehmkuhl and CFO Rob Crisci both stated there is a significant 'disconnect' between public and private market valuations. Rob Crisci elaborated that private market transactions are occurring at higher multiples, ranging from double-digits up to 15-20x EV/EBITDA, as private investors take a longer-term view on the industry's growth prospects.

Michael Carroll requested more color on the year-over-year and sequential declines in storage and service rental rates, asking if Lineage was cutting rates to win market share and if the impact from volume guarantee resets was fully reflected in Q1.

Answer

CEO W. Lehmkuhl explained the rate pressure is due to an industry-wide inventory decline, new capacity in select markets, and customers resetting volume guarantees at lower levels. He confirmed Lineage is strategically trading price for volume to maintain high physical occupancy. He believes the pricing headwinds will abate as the year progresses, as most volume guarantee resets occurred in Q1.

Michael Carroll sought more specific details on the LinOS pilot program, asking what "exceeding expectations" means in terms of revenue or margin improvements at pilot locations.

Answer

CEO W. Lehmkuhl explained that while it is still early, the LinOS pilots are on track and performing better than expected. He noted that 2025 is focused on proving the technology's functionality across various facility types to prepare for a broader rollout. He shared a positive anecdote about employee reception but stated that more concrete data would be shared later as the pilots progress.

Michael Carroll asked for details about the fire at the Big Bear facility, including its timing, repair status, potential financial impact into Q1 2025, and insurance coverage.

Answer

CEO W. Lehmkuhl confirmed the fire occurred in mid-August with no injuries. CFO Robert Crisci added that significant repairs are needed and the facility was removed from the same-store pool. They expect to recover losses through insurance over time and will provide an update in February.

Michael Carroll of RBC Capital Markets inquired about the details of the Prestige loan prepayment option, including its timing and financing requirements. He also requested an update on the status of ALG's purchase options and LTC's long-term leverage targets.

Answer

Co-CEO Clint Malin explained that Prestige would need to secure new financing, likely via HUD, to exercise its prepayment option, which becomes available in July 2026. Co-CEO Pam Kessler clarified the option covers the entire $175 million loan portfolio. Regarding ALG, Malin stated that a purchase is now viewed as more likely in 2027 due to interest rates. Kessler reiterated that LTC's long-term leverage target remains below 5.0x debt-to-EBITDA, with the current low-4x level providing flexibility.

Michael Carroll requested details on the Anthem portfolio's historical performance, a breakout of the projected SHOP NOI between Anthem and New Perspective, and clarification on future growth plans with New Perspective.

Answer

Clint B. Malin, Executive VP, acknowledged a recent dip in Anthem's occupancy but expressed confidence in a recovery, citing past performance. Co-CEO Pamela Shelley-Kessler provided a breakout of the incremental NOI from the RIDEA conversion, with Anthem contributing $1.2 million and New Perspective $1.6 million at the midpoint. Malin confirmed New Perspective is an ideal partner for future growth due to their experience and capabilities.

Michael Carroll of RBC Capital Markets sought details on the infrastructure being built for the RIDEA platform, including data collection and operator partnerships. He also asked about the coverage ratios for a 2026 lease expiration, the investment mix for redeployed capital, and the reason for a recent short-term lease renewal.

Answer

Co-CEO Pamela Shelley-Kessler described the infrastructure build-out as involving new databases, systems, and personnel to facilitate a strategic partnership with operators. Co-CEO Clint B. Malin stated that while asset-specific coverage isn't disclosed, LTC is confident in collecting rent on the 2026 expiration. He clarified that redeployed capital would primarily target RIDEA but could include other investments based on timing. The short-term renewal was an accommodation for a long-term tenant.

Michael Carroll asked for specifics on the RIDEA platform investments, including whether it means hiring new personnel or implementing new technology, and the potential impact on G&A. He also questioned if there were significant deferred maintenance or renovation needs in the properties targeted for conversion.

Answer

Co-President and CIO Clint B. Malin indicated that expanding the platform would involve adding resources on both the accounting and asset management sides over time, but initial conversions can be managed with the current team. Executive Wendy L. Simpson added that they are consulting with peers and do not expect a significant initial investment. Both confirmed there is no major deferred capital needed for the conversion assets, as capital was invested during prior transitions.

Michael Carroll from RBC Capital Markets sought clarification on several financial details, asking for the specific amount of the non-recurring benefit in Q2, the normalized recurring CapEx per unit for the SHOP portfolio going forward, whether the period of heavy catch-up CapEx is now complete, and the nature of the upcoming debt financing.

Answer

CFO & Treasurer Matthew Brown specified the non-recurring Q2 benefit was approximately $1 million in SHOP NOI from a PLGL insurance credit. Vice President Anthony Paula stated that recurring SHOP CapEx is estimated at $3,500 per unit and confirmed that the company is now mostly caught up on deferred capital expenditures. Matthew Brown added that the next round of financing is not expected to be secured by SHOP communities and that the company is exploring various secured and unsecured options.

Michael Carroll of RBC Capital Markets asked for more color on the senior housing transaction market, questioning whether the opportunities Omega is seeing are traditional triple-net leases or more unique structures that allow for upside participation.

Answer

President Matthew Gorman acknowledged that the market has shifted away from traditional triple-net leases. He confirmed Omega is actively considering various structures, including RIDEA, to partner with superior operators and create long-term value. However, he stressed that any such deal must be highly disciplined and accretive, and it is not expected to become a majority of their business in the near term.

Michael Carroll of RBC Capital Markets sought clarification on the potential reduction to the provider tax, asking if the range had narrowed from 3% to 100-200 basis points. He also asked for a status update on Genesis's May rent payment.

Answer

SVP Megan Krull confirmed the situation with the provider tax is still evolving, with different potential cuts being discussed. She noted that the final amount will likely depend on how much can be cut from the Medicaid expansion population first. CEO Taylor Pickett stated that the May rent from Genesis was due on May 5th and was not yet due at the time of the call.

Michael Carroll sought to understand Maplewood's current position to ramp up EBITDA in 2025 compared to 2024 and asked if there have been any changes in buyer or seller behavior in the U.S. given interest rate volatility and discussions around potential Medicaid restructuring.

Answer

CIO Vikas Gupta stated that Maplewood is positioned for improvement in 2025, with Second Avenue occupancy at 85% and expected to exceed 90% later in the year, though full stabilization may take 1-2 years. Regarding the transaction market, an executive, likely Vikas Gupta, reported no dramatic changes in behavior, stating that Omega and its peers are waiting to see how things play out but are continuing to underwrite deals as they always have.

Michael Carroll inquired about the operational performance of tenant HSA, the confidence in its rent ramp schedule, the status of a loan default claim mentioned in Stewart's bankruptcy filings, and the timeline for the Prospect recovery process, including proceeds from the PHP sale.

Answer

CEO Ed Aldag confirmed that HSA's operational improvements are strong, they are current on rent payments, and MPT is confident in the agreed-upon rent ramp. He clarified the loan default claim was related to a short-term loan HSA took to cover a payment Stewart missed, and the issue is mostly resolved. Regarding Prospect, Aldag explained the recovery is a waterfall process and that stalking horse bids for the remaining assets are expected soon, followed by an auction.

Michael Carroll of RBC Capital Markets asked for an update on HSA's operational performance, the confidence in its rent ramp schedule, a previously reported loan default claim, and the status of the Prospect bankruptcy recovery process.

Answer

Edward Aldag, Chairman, President & CEO, confirmed that HSA's operational improvements are impressive, they are current on rent payments, and the third-party lender issue mentioned in court filings has been resolved. Regarding Prospect, he explained the recovery waterfall process and stated that stalking horse bids for the California and Connecticut assets are expected soon.

Michael Carroll of RBC Capital Markets inquired about the operational performance of tenant HSA, the confidence in its rent ramp schedule, and the resolution of a prior loan default claim. He also asked for an update on the Prospect Medical Holdings recovery process and the timeline for asset sales.

Answer

Chairman, President & CEO Edward Aldag confirmed that HSA's operational improvements are on track, with doctors returning and rent payments current. He explained the prior loan issue was a resolved timing matter related to state supplemental payments. Regarding Prospect, Mr. Aldag noted that while PHP proceeds were modest after debt repayment, stalking horse bids for the remaining California and Connecticut assets are expected soon, leading to an auction.

Michael Carroll of RBC Capital Markets inquired about the operational performance and rent ramp of tenant HSA, a previously reported loan default, and the status of the Prospect bankruptcy recovery process, including proceeds from the PHP sale.

Answer

Edward K. Aldag Jr., Chairman, President & CEO, confirmed that HSA is performing well, is current on rent, and MPT is confident in the planned rent ramp. He clarified the loan default issue was a resolved, temporary situation related to state supplemental payments. Regarding Prospect, Aldag explained that proceeds from asset sales follow a waterfall structure, with the PHP sale proceeds largely covering debt and fees, and that stalking horse bids for the remaining assets are expected soon.

Michael Carroll from RBC Capital Markets inquired about the potential risk to the rent ramp-up for new operators in former Steward assets, given the cash collection disputes within the Steward bankruptcy. He also asked for details on a $40 million investment made during the quarter and sought clarity on any other cash outflows that might explain the company's debt levels.

Answer

EVP and CFO R. Hamner stated he does not see a risk to the new operators' ramp-up, noting the collection issues are temporary and expected to resolve as tenants transition fully away from Steward's systems. He explained the $40 million investment was to repurchase assets, like a necessary hospital parking lot, at a discount from a creditor, which will now generate rent. Chairman, President and CEO Edward K. Aldag and Mr. Hamner also confirmed a modest investment in a Swiss hospital and a $10 million addition to a working capital loan for a Florida operator.

Michael Carroll asked if the new tenants in former Steward assets have had enough time to become cash flow positive before rent payments. He also sought clarity on the rent ramp-up schedule and a $10 million catch-up payment from another tenant.

Answer

CEO Edward Aldag confirmed the vast majority of new operators are now cash flow positive. CFO R. Hamner noted the rent ramp-up is not ratable across the new lessees. Controller and CAO James Hanna verified the $10 million payment was from a previously discussed tenant who is now current on rent.

Michael Carroll of RBC Capital Markets inquired about the increase in working capital loans to $90 million for new operators of former Steward assets, their repayment timeline, and the status of the PHP sale process, including the reason for the recent write-down.

Answer

CEO Edward Aldag explained the $90 million covered additional professional fees for the transitions and expects the short-term loans to be repaid in 2025. Regarding PHP, CFO R. Hamner stated the write-down was based on a recent third-party appraisal and declined to comment on the confidential sale negotiations.

Michael Carroll inquired about the drivers behind the second-quarter SHOP occupancy gains, seeking specifics on sequential trends and performance into July. He also asked about the increasing competitiveness in the senior housing transaction market and its effect on Ventas' deal strategy and pricing.

Answer

J. Justin Hutchens, EVP - CIO of Senior Housing, confirmed strong move-in activity, highlighting a 60 basis point sequential occupancy increase in June versus May and expecting similar or better results for July. Regarding transactions, he acknowledged a more competitive market but stated Ventas is leveraging its operator relationships and platform advantages to maintain a robust and growing pipeline of high-quality, accretive deals.

Michael Carroll from RBC Capital Markets requested an update on the performance of the Brookdale assets being transitioned to the SHOP portfolio and asked about the potential for operational disruption during the handover.

Answer

EVP & Chief Investment Officer J. Hutchens stated that the 45 transitioning communities are outperforming the Brookdale assets remaining in the triple-net lease, supporting the strategic decision. He cited a case study of 41 prior transitions that achieved 820 basis points of occupancy growth and 40% NOI growth, expressing confidence in mitigating disruption and executing successfully.

Michael Carroll asked for the primary reasons Ventas might lose a bid on a seniors housing transaction and inquired about the profile of the competitors who typically win those deals.

Answer

Executive J. Hutchens explained that wins are driven by price, unique partnerships, and transaction certainty. CEO Debra A. Cafaro clarified that losses are rarely due to being outbid on a desired asset but rather a strategic decision not to overpay based on their internal valuation and risk assessment, stating, 'There are very few deals, very few, where if we want it, we don't get it.'

Michael Carroll from RBC Capital Markets requested more detail on the performance of the Holiday portfolio and asked about typical occupancy seasonality compared to current trends.

Answer

J. Hutchens explained that the independent living segment, which includes Holiday, has been a strong contributor to occupancy growth. He noted that while a seasonal dip is typical in Q4, Ventas is not observing that trend this year and expects continued growth based on strong leading indicators and outperformance versus the sector.

Michael Carroll of RBC Capital Markets sought confirmation on the accuracy of prior Regal percentage rent projections, asked about the timing of recognizing this rent, and inquired about the performance of Regal assets relative to the market, including the impact of tenant investments.

Answer

CFO Mark Peterson confirmed that prior projections for Regal percentage rent remain in line with expectations, with the largest portion expected in Q3. CEO Greg Silvers and CIO Greg Zimmerman added that Regal has successfully recaptured market share and is making revenue-enhancing investments in theaters, such as adding IMAX screens, which bodes well for future performance and percentage rent.

Michael Carroll requested a breakout of theater versus non-theater percentage rents, asked if the annual box office forecast aligns with the Regal lease year, and sought clarification on the performance outlook for the Kartrite property.

Answer

CFO Mark Peterson explained that EPR does not break out percentage rents but confirmed the primary driver of the increase is the Regal master lease, with other properties being relatively stable. He also confirmed the annual box office forecast is not meaningfully different from the Regal lease year expectation on a run-rate basis. Regarding Kartrite, CEO Gregory Silvers and CFO Mark Peterson noted that while operating theaters are expected to improve, this is offset by expense pressures like insurance at Kartrite, leading to a guided net breakeven scenario for consolidated operating properties.

Michael Carroll from RBC Capital Markets inquired about asset sale plans for 2025-2026 beyond vacant theaters, the potential structure of education portfolio sales, and the drivers behind recent guidance changes for percentage rent and other income.

Answer

CEO Gregory Silvers announced that the company will look more aggressively at selling assets from its education portfolio to fund experiential investments, with the sale structure (portfolio vs. individual) depending on what drives the best value. CFO Mark Peterson clarified that the percentage rent guidance increase was due to strong performance from non-Regal tenants, while the other income adjustment was related to performance at the Cartwright hotel.

Michael Carroll of RBC Capital Markets sought to understand the specific drivers behind the recent uptick in acquisition underwriting activity. He also asked about the typical timeline to close a transaction, particularly for deals needing to be completed before year-end.

Answer

CEO William Crooker attributed the increased activity to moderating seller expectations, greater buyer conviction as tariff concerns abate, and a narrowing bid-ask spread. EVP & CIO Michael Chase explained that a typical deal closes in 30-60 days, but year-end deals can be compressed, allowing transactions agreed upon as late as mid-November to close by December 31st.

Michael Carroll asked if the strong leasing activity was primarily driven by renewals versus new leases and questioned if the slightly lower year-to-date leasing completion percentage compared to last year was significant.

Answer

CFO Matts Pinard acknowledged Q1 was renewal-heavy but pointed to 1 million square feet of new leasing in April as a sign of continued new tenant demand. He emphasized that decisions are just taking longer. CEO William Crooker addressed the pacing question, stating that being 1-2% behind last year's leasing completion rate is considered 'in line' and not a cause for concern.

Michael Carroll inquired about STAG's strategy for new development starts, the maximum desired size of the un-leased pipeline, and the capitalization policy for completed but un-leased assets.

Answer

CEO William Crooker clarified that all acquired land parcels have already broken ground and fit into a laddered development schedule. He stated that the company is comfortable with the development pipeline being around 5% of enterprise value. He also confirmed that the capitalization of costs like interest ceases per GAAP rules, typically 12 months after a project's completion.

Michael Carroll from RBC Capital Markets asked if customers could reduce inventories further and questioned how the company is executing its sales pipeline if customers are delaying expansion decisions.

Answer

CEO George Chappelle stated that inventory levels are driven by lower consumer demand but a seasonal build is still necessary, albeit muted. CFO Jay Wells clarified the forecast assumes a less pronounced holiday build, not further cuts. President of Americas Rob Chambers explained that while new business decisions are slower, the company is successfully closing deals from its existing pipeline, though the transition of that volume may take longer.

Michael Carroll of RBC Capital Markets requested more detail on the $200 million-plus probability-weighted new business pipeline. He sought to quantify its impact, asking if it represented roughly 8% of current revenue and if it should be netted against the typical 3-4% churn rate for a net growth outlook.

Answer

President of Americas Rob Chambers clarified that the $200 million figure is a probability-weighted estimate from a much larger pipeline and that the company's win rate on these opportunities is increasing. He confirmed that netting this new business against the consistent 3% churn rate is the correct way to view its potential positive impact on occupancy, which is expected to materialize in the second half of the year.

Michael Carroll questioned the rationale for the new Dallas development, asking what provides confidence in the market given recent supply growth. He also asked if the project is a customer-driven build with anchors or a more speculative market-driven project.

Answer

CEO George Chappelle clarified that Americold already has 5-6 facilities in Dallas and the new project is a consolidation play to build a facility of scale for large customers. President of the Americas, Rob Chambers, emphasized the build is not speculative, but a unique, hybrid automated and rail-served facility designed to meet specific customer requests for consolidation and efficiency. He confirmed it will be multi-tenanted but filled with a pipeline of largely existing customers asking for more space.

Michael Carroll of RBC Capital Markets asked for quantification on how many tenants have paused leasing decisions due to uncertainty. He also inquired about common themes among these tenants and the composition of the remaining 27% of 2025 lease expirations.

Answer

CEO Peter Baccile stated they could not quantify the number of paused tenants but noted the underlying demand still exists, with the main question being timing. He emphasized that renewal tenants are still transacting about six months in advance. EVP Peter Schultz added there are no specific industry or market concentrations among the pausing tenants. CFO Scott Musil clarified that the remaining 2025 rollovers are granular, consisting of leases under 100,000 square feet.

Michael Carroll from RBC Capital Markets requested quantification of how many tenants have paused leasing decisions, whether there are common themes among them, and for details on the remaining 2025 lease expirations.

Answer

CEO Peter Baccile said he could not quantify the number of paused tenants but noted that underlying demand persists and renewal activity is strong. EVP Peter Schultz added there is no specific industry concentration among pausing tenants. CFO Scott Musil clarified that the remaining 2025 rollovers are granular, with no lease larger than 100,000 square feet.

Michael Carroll of RBC Capital Markets questioned the difficulty of underwriting new developments, whether current rents support new starts, and if there has been a noticeable change in tenant activity post-elections.

Answer

President and CEO Peter Baccile confirmed that in target markets like Pennsylvania, Florida, and Texas, current rents are sufficient to justify new development starts without needing to underwrite future rent growth. He described post-election tenant sentiment as an 'evolutionary' increase in confidence, resulting in more foot traffic and RFPs, but emphasized he remains 'cautiously optimistic' pending more consistent lease signings.

Michael Carroll asked about the typical time lag between a lease signing and its commencement, and when a potential slowdown in leasing activity might begin to impact occupancy rates.

Answer

Christopher Caton, Managing Director, explained the timing varies. Renewals can be signed anywhere from 3 to 12 months in advance. New leases can commence very quickly, sometimes within a couple of weeks, but can take up to around 45 days, depending on the mix of new versus renewal leases and the size of the space.

Michael Carroll of RBC Capital Markets questioned the nature of the promote income from the Elk Grove data center sale, asking if it was a special circumstance and if it pulled forward a promote opportunity from the USLF fund.

Answer

CFO Timothy Arndt clarified that while USLF has a recurring promote structure, the company's funds also provide for promote opportunities upon the completion of successful developments. He explained that Prologis is compensated for the value created by its data center business G&A, procurement, and structuring efforts that benefit the funds. CEO Hamid Moghadam added that value creation from pre-procuring equipment with the balance sheet is another way fees can be earned.

An analyst on behalf of Michael Carroll asked for the reason behind the jump in capital expenditures during the quarter.

Answer

Timothy Arndt, CFO, attributed the increase to leasing commissions and tenant improvements, particularly in high-rent markets like Southern California where such costs are inherently larger. He also mentioned that property improvements can be lumpy and were elevated in Q3 but remain normal on a trailing twelve-month basis.

Michael Carroll inquired about the current operating trends at the Texas Ten portfolio, including receivable collections and occupancy. He also asked what specifically caused the missed rent payments in Q3 and for an update on the Mountain's Edge property.

Answer

Executive VP and CFO Jeff Walraven noted that occupancy at Texas Ten had ticked up in Q3 from Q2. Chairman and CEO John McRoberts explained the missed rent was due to the senior lender, MidCap, sweeping cash to pay down its credit line. Regarding Mountain's Edge, McRoberts clarified that while it is currently underperforming due to construction disruption, the expansion project is on schedule for a Q1 2019 completion, which is expected to significantly improve operating results.

Michael Carroll asked for details on the Texas Ten's Q2 performance decline, the reasons for the drop, and the potential disruption and rent structure of a transition. In a follow-up, he questioned what went wrong with the Fundamental asset, why the construction disruption wasn't underwritten, the strength of the parent guarantee, and the status of rent deferral discussions.

Answer

CEO John McRoberts explained the Texas Ten census drop was due to lower patient volumes at feeder hospitals, which he views as temporary. CFO Jeffery Walraven noted a new operator could potentially start with ~1.2x coverage. Regarding Fundamental, Mr. McRoberts admitted they may have underestimated the operational disruption from the Mountain's Edge expansion but expressed high confidence in the project, the operator, and the parent guarantee. He confirmed the exact terms of the rent deferral are still being finalized.

Michael Carroll of RBC Capital Markets, LLC asked about the expected trend for the Texas Ten portfolio's coverage ratios, the operator's current liquidity, the performance of OnPointe's other nine assets, and the nature of a $6 million collateral pledge.

Answer

Executive VP and CFO Jeffery Walraven stated that preliminary Q1 data shows an uptick in coverage for the Texas Ten, confirming Q4 was the bottom. He described the operator's liquidity as 'fluid' but noted they are current on rent. Walraven also reported that OnPointe's other nine assets are performing well and are at or near stabilization. The $6 million pledge was explained as cash set aside from the original transaction for working capital needs.

Michael Carroll of RBC Capital Markets questioned the timing of the GruenePointe management changes and subsequent occupancy and skilled mix trends. He also asked for details on credit enhancements for the lease, the impact of other non-leased assets on coverage, and whether other operators like Magnolia and Prospect have significant corporate guarantees.

Answer

CEO John McRoberts and CFO Jeffery Walraven clarified the management change occurred in early 2017, with occupancy trending up slightly since then while skilled mix remained flat. Walraven detailed multiple credit enhancements, including corporate guarantees, a one-year management fee guarantee, a two-month lease deposit, and $6 million in trapped equity. They confirmed the decline in overall SNF coverage was driven by GruenePointe and that other major tenants like Magnolia, Prospect, Fundamental, and Vibra all have corporate or personal guarantees.