American Healthcare REIT, Inc.

followed by the number one on your telephone keypad. I would now like to turn the call over to Alan Peterson, Vice President of Investor Relations and Finance. You may begin your conference.

Good morning. Thank you for joining us for American Healthcare REIT's fourth quarter and full year 2024 earnings conference call. With me today are Danny Proskey, President and CEO, Gabe Wilhite, Chief Operating Officer, Stephon Oh, Chief Investment Officer, and Brian Pei, Chief Financial Officer. On today's call, Danny, Gabe, Stephon, and Brian will provide high-level commentary discussing our operational results, financial position, guidance for 2025, and other recent news relating to American healthcare REIT. Following these remarks, we will conduct a question and answer session. Please be advised that this call will include forward-looking statements. All statements made during this call, other than statements of historical fact, are forward-looking statements that are subject to numerous risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Therefore, you should exercise caution in interpreting and relying on them. I refer you to our SEC filings for a more detailed discussion of the risks that could impact our future operating results, financial condition, and prospects. All forward-looking statements speak only as of today, February 28, 2025, or such other dates as may otherwise be specified. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. During the call, we will discuss certain non-GAAP financial measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Reconciliation of non-GAAP financial measures discussed on this call to the most directly comparable measures calculated in accordance with GAAP are included in our earnings release, supplemental information package, and our filings with the SEC. You can find these documents as well as an audio webcast replay of this conference call on the investor relations section of our website at www.americanhealthcareread.com. With that, I will turn the call over to our president and CEO, Danny Prosky.

Thank you, Alan. Good day, everyone. We appreciate you joining us on today's call. We have much to celebrate and future successes to look forward to here at American Healthcare Read. We recently commemorated the anniversary of our first full year as a listed healthcare read, a milestone achieved through the dedication of our AHR team who invested countless hours to get us here. I'm grateful to work alongside such a committed group that shows up day in and day out to deliver on our mission, which I've shared on all our calls of providing high quality care, high quality health outcomes, and strong financial performance across our portfolio. I am proud that we've delivered on this mission in 2024, and I look forward to the AHR team and its partners delivering on it once again in 2025. This continues to be one of the most favorable fundamental backdrops for long-term care that I've observed during my 33-year career in the healthcare REIT industry. Through 2030, The 80 plus year old population is expected to grow by over 700,000 individuals on average each year against the supply backdrop of the senior housing industry, only having added less than 20,000 units on average each year since 2020. I am confident that across our portfolio we will be able to capture this growing demand wave. Now let's dive into our results. In the fourth quarter of 2024, our operational results reflected another exceptional period of same-store NOI growth, meaning the rising long-term care needs of an aging population. Our hands-on asset management approach has continued to expand NOI margins, particularly within our managed segments that are comprised of our integrated senior health campuses, which we also refer to as Trilogy, and shop portfolios. As we enter 2025, we expect the rate of revenue growth to continue to exceed the rate of expense growth, positioning us to build on the impressive same-store NOI growth that we achieved in 2024. NOI from Trilogy and shop segments has grown to 71% of our total NOI as of the end of the fourth quarter in 2024, and we expect this share to continue to grow by year-end, driven by both organic earnings growth and our investment strategy. Our Trilogy segment, which is the largest segment in our portfolio, contributed the largest share of our growth in 2024. This segment of our business meets the essential needs of an aging population. We believe that our Trilogy campuses are the gold standard asset class within the senior housing industry. Their purpose-built design and the capabilities of Trilogy Management Services as our partner to treat all different levels of acuity have resulted in robust health outcomes for residents, which has helped to propel the strong financial results for the portfolio. Trilogy's business and quality care outcomes were recently highlighted by Trilogy's overall CMS star rating exceeding over four stars on average portfolio-wide. I believe Trilogy's operating model, along with their service standards and their commitment to residents and employees, differentiate our Trilogy segment within the industry. On the capital allocation front, we remain focused on accretive external growth, primarily through RIDEA-structured senior housing and care investments. leveraging our favorable cost of capital and balance sheet capacity to execute on new acquisitions and to fund our captive trilogy development pipeline. In 2024, we invested over $650 million in external growth in our managed long-term care segments, and we're optimistic about unlocking further value through investment activity in 2025. Already in 2025, we announced that we are under contract to acquire two new shop assets, We closed on a lease buyout in our trilogy segment and announced plans to start several new trilogy development projects this year. We believe that these investments will continue to grow our exposure to where we currently see the best risk-adjusted returns, which is in managed long-term care. Our guidance, which Brian will break down in more detail later on the call, does not include investments beyond those announced last night, but our cost of capital and our strong balance sheet position us well to pursue accretive opportunities that may arise. Our net debt to adjusted EBITDA has dramatically improved from both organic growth as well as our capital allocation activity, decreasing from 8.5 times at the end of 2023 to 4.3 times at the end of 2024. This provides flexibility to pursue accretive internal and external opportunities over a sustained period of time. In aggregate, we finished 2024 within the increased normalized funds from operations or NFFO per share guidance range we set last quarter. We realized these earnings while further refining our portfolio with several opportunistic dispositions that closed in the fourth quarter and raised attractive equity capital via our ATM program. Everything we achieved over the last year, I believe, strengthens the quality of our portfolio and earnings and provides us with more optionality to grow efficiently within our expanding industry. Before handing it over to the team to discuss our results and outlook for 2025 in more detail, I want to note that we've recently received questions from investors regarding potential policy changes in the healthcare sector, primarily related to Medicaid. Those of us that have been in this business for an extended period of time are used to seeing these types of potential policy shifts and have navigated changes over the years. We welcome any questions and are happy to address them during Q&A. However, as of now, it would be speculation as to what would occur with the ever-changing regulatory discussion. With that, I'll turn it over to Gabe to discuss our operational results in more detail.

Thanks, Danny. Our exceptional operational performance in Q4 and full year 2024 really highlights the strength of our diversified portfolio and our hands-on asset management approach, which allowed us to capitalize on what are highly favorable supply and demand fundamentals. Total portfolio same-store NOI grew 21.6% year-over-year in the fourth quarter, bringing full-year 2024 same-store NOI growth to 17.7% compared to 2023. Not surprisingly, our Trilogy and our Shop segments continue to lead our quarterly and full-year results. In our Trilogy segment, same-store NOI grew by 28% year-over-year in Q4 2024. This brought full-year same-store NOI growth in Trilogy to 23.8%. Now, as I've discussed before, Trilogy has many levers to drive growth and optimize operations, and multiple sources contributed to growth in this segment. Occupancy gains, particularly in lower-acuity care settings such as assisted living and independent living, as well as Medicare reimbursements, private pay rate growth, and disciplined expense control all contributed to sustained high performance. These factors also drove meaningful margin expansion throughout the year, with same-store margins in Q4 just shy of 19%, and the margin achieved in Q4 2024 marks a return to Trilogy's pre-pandemic margin levels. We're also encouraged by our operating initiatives at Trilogy playing out in our performance in 2024. We noticed this in the fourth quarter as 40% of new admits in Trilogy's assisted living, memory care, and independent living care settings came directly from its skilled nursing stays, which was a focal point and is ahead of conversion rates we achieved last year. Strong occupancy in assisted living and independent living villas bodes well for additional margin improvements since those settings typically require less staff and are typically longer length of stay versus Trilogy's post-acute skilled nursing beds. Looking to 2025, I expect Trilogy to leverage increasing demand to increase occupancy, enhance pricing efficiency through private pay rate increases, and importantly, street rate optimization, and continue refining its QMIX, which, by the way, improved as a percentage of patient days by 130 basis points year over year to 73.8%. As we noted last quarter and consistent with Trilogy's business, We expect modest sequential headwinds to Trilogy NOI in the first quarter of 2025 versus the fourth quarter 2024, largely due to the start of the new year resetting certain compensation-related expenses and there being just fewer days in Q1 versus Q4. As a reminder, reimbursement for Trilogy's skilled nursing beds are based on a daily rate. Despite sequential changes, Q1 2025 NOI at Trilogy is expected to be significantly higher versus Q1 2024. In our shop segment, same-store NOI grew over 65% year-over-year in Q4 2024, driven by accelerating REVPOR growth, occupancy gains, and again, strong expense management. For full year 2024, shop achieved record same-store NOI growth of 52.8%. Looking ahead to 2025, we expect further occupancy gains, and now that we've achieved the critical mass occupancy level, pricing strategies will become an even more important driver of NOI growth. The operating leverage at these occupancy levels has led to significant margin expansion with same-store NOI margins improving over 700 basis points in Q4 and 500 basis points for the full year compared to the same periods in 2023. Now, as we've seen historically in the industry, the colder winter months and this year's particularly heavier flu season did result in some seasonality to start the year within our managed care segments. which is resulting in some operating offsets between our trilogy and our shop segments where we're seeing increased occupancy at trilogy to start the year, especially in the skilled nursing setting, and with occupancy in our shop segment seeing some modest headwinds. Regardless, we remain confident growth will continue to ramp across our managed long-term care assets, particularly as we enter into the warmer spring and summer selling season. Overall, I'm proud of how our highly curated group of regional operators and our operations teams have delivered a really strong year of NOI growth in 2024, and even after robust growth in 2024, we expect double-digit growth again in 2025 in our shop segment. Our outlook remains positive. We anticipate that REV4 growth will continue to outpace export growth in our managed portfolio segments over at least the next 12 to 18 months, driving further NOI and margin expansion. A big component of our confidence is driven by persistent barriers to new supply. Since the onset of the pandemic, the cost to develop has increased considerably as a result of not just construction costs rising, but also financing costs rising. At the very moment the industry needs to increase the rate of construction to meet growing demand, the exact opposite is happening, and construction starts are still decelerating. Consistently monitoring our own portfolio, we have yet to see any changes to the supply landscape in our markets. setting us up with strong fundamentals that could persist into the next decade. Looking ahead three to five years, we are confident that the aging population tailwind combined with the limited new supply will continue to propel NOI growth across our portfolio. With that, I'll turn it over to Stefan to discuss recent transactions and his insights on today's transaction markets.

Thanks, Gabe. As Danny mentioned and as we discussed last quarter, our team continues to actively execute on our strategy of strengthening the quality and durability of our earnings. We are currently achieving this by sourcing capital through opportunistic dispositions from our lower growth assets and segments, while targeting the best risk-adjusted returns for capital deployment. In the fourth quarter, we sold approximately $140 million worth of properties across various segments by capitalizing on strong demand for assets that do not align with the long-term vision for our portfolio. This included the disposition of a triple net lease portfolio of lower quality skilled nursing facilities that had inherently limited growth. It did not meet the profile of assets we want to support our future earnings. As we enter 2025, market conditions remain dynamic, but transaction volumes have improved versus a year ago. This is highlighted by our investments team having already evaluated a meaningful number of potential shop deals since the beginning of this year compared to the same period in 2024. As a well-capitalized buyer not reliant on secured financing, we are well positioned to take advantage of these incremental opportunities while maintaining our disciplined approach in pursuing new investments that align with our portfolio strategy and return requirements. The increased deal volume that we have seen, combined with our strong operating relationships, has resulted in us identifying new opportunities that meet our investment criteria. We announced yesterday that we are under contract to acquire two shop properties for a total expected cost of approximately $70.5 million. Upon closing in the first half of 2025, these properties will be operated by two of our trusted regional operators. We also completed a lease buyout this week within our trilogy segment for approximately $15.9 million. In addition to these acquisitions, we plan to bolster our external growth by breaking ground on approximately 140 million in new trilogy development projects in 2025, including new campuses, independent living villas, campus and wing expansions. Last quarter, I highlighted several avenues for external growth, and we are actively pursuing all of them. Our recent activities in the fourth quarter and early 2025 demonstrate this commitment, including sourcing off-market shop opportunities with our regional operators and other strategic relationships, focusing on single asset or smaller portfolios that meet our quality and return requirements, and funding new accretive trilogy captive developments. I want to emphasize that as we deliver on our capital allocation strategy, all of the underwriting we are conducting is in close partnership with our operators to mitigate operational execution risk. While our relative size offers ample opportunities to drive significant value from our investments, we remain focused on ensuring strong performance from every dollar we invest. Now I'll turn it over to Brian to discuss our fourth quarter and full year 2024 results, financial positioning, and 2025 guidance.

Thanks, Stephon. In the fourth quarter, we reported normalized funds from operation of $0.40 per diluted share. This resulted in full year 2024 NFFO per diluted share of $1.41, which was within our guidance range. These earnings reflect strong operating results and successful transaction activity, while executing on the business plan we laid out at the beginning of the year, as well as taking advantage of opportunities that were not originally contemplated. As Gabe referenced earlier, our full year 2024 total portfolio same-store net operating income growth was a sector-leading 17.7%. Our initial guidance for 2024 was influenced by the fact that the industry was in the midst of the recovery from the impact of the pandemic. Additionally, our initial 2024 earnings guidance did not contemplate the accretive acquisition opportunities that we were able to complete, such as the purchase of the minority interest in Trilogy, nor the sale of additional shares with proceeds used to reduce our leverage ratios. Our approach to setting guidance for 2025 will in many ways be much easier within our managed segment and with anticipated occupancy growth still strong, but not necessarily at the pace that it was last year. Our total portfolio same-store NOI growth guidance is between 7% and 10% for the full year of 2025. This guidance is comprised of the following segment same-store NOI growth targets. 10% to 12% growth for Trilogy, negative 1% to positive 1% for outpatient medical, 18% to 22% growth for our shop segment, and declines of 1.5% to 0.5% for our triple net lease properties. The guidance for outpatient medical reflects headwinds from expected tenant move-outs. And with respect to the guidance for the triple net lease segment, it reflects a lease extension and rent reset for one of our tenants that extends the lease term and provides for improved lease coverage. Keep in mind that the triple net lease assets are the smallest segment within our portfolio, so any impact will not be significant. In our managed segments comprised of trilogy and shop, our expectations for 2025 are that supply and demand fundamentals, along with our operating capabilities, should support another year of double-digit same-store NOI growth. We believe that the landscape for long-term care has never been better, and we expect NOI growth in 2025 will contribute to strong earnings per share growth. Collectively, our outlook for same-store NOI growth and the completed or announced investment activity translates to double-digit NFFO per share growth in 2025 as compared to 2024. we are issuing guidance of $1.56 to $1.60 of NFFO per fully diluted share for full year 2025. This NFFO guidance does not assume any additional capital markets or transaction activity beyond what we have already announced, although it does include the effects of the dispositions of lower growth assets we closed in the fourth quarter of 2024 and a significant improvement to our leverage ratios. Our operations and investments teams are continuously evaluating assets across our portfolio, predominantly outpatient medical, as potential candidates for disposition. As always, our appetite for continued dispositions will be driven by pricing as well as the effect on the remaining portfolio from selling a particular asset or portfolio. During 2024, we recognized approximately $0.06 per fully diluted share of non-core earnings, and I anticipate that number will be lower in 2025. now turning to our capital markets activity in the fourth quarter we raised approximately 121 million dollars through our recently initiated atm program at a weighted average price of twenty eight dollars and five cents per share those funds were used to pay down outstanding debt creating capacity for our announced 2025 investment and development funding as danny mentioned the significant organic growth in our portfolio and capital markets activity which included raising nearly $1.4 billion of equity in 2024, reduced our net debt to adjusted EBITDA ratio by more than four terms, from 8.5 times at the end of 2023 to 4.3 times at the end of 2024. Our strong balance sheet affords us the ability to take advantage of any new opportunities that we uncover. We remain disciplined in our capital planning, building on the success we had this past year, and positioning ourselves to continue to capture growth in the attractive long-term care environment within healthcare real estate. That concludes our prepared remarks.

Operator, we're now ready to open the line for questions. Thank you. We will now begin the question and answer session. Once again, if you are dialed in and would like to ask a question, that is to press star 1 followed by the number 1 on your telephone keypad. If you would like to withdraw your question, simply press star 1 again. If you are called upon to ask a question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. We kindly ask that you limit yourself to one question and one follow-up. Afterwards, you may add yourself back to the queue for any additional questions. Thank you. Your first question comes from the line of Ronald Camden with Morgan Stanley. Please go ahead.

Hey, just two quick ones, I guess. I'd love to hear what you're seeing in terms of the trends in January and February so far. And the reason I ask that is because when I think about sort of the deceleration baked into the same store and why guidance, I guess I'm just wondering, is something sort of that you're seeing leading to that? Is it conservatism? Just what was the thought process in that number given you guys exceeded last year by quite a bit? Thanks.

All right, so I'll start with that one. This is Danny speaking. So a lot of things, I think, there's a lot of moving parts there that I think answer your question. I would say, you know, look at a trilogy, for example. I think we're expecting necessarily not to see growth in NOI between Q4 and Q1, although Q1 2025 will obviously be much higher than Q1 2024. There's several things affecting that. I think, number one, Just the fact that you've got 14,000 employees and you see a reset on employer FICA, for example, has a significant effect the first couple of months of the year. You've got higher utilities in the winter, which is always to be expected. This is a trend that we've seen for years where Q1 tends to be kind of flat over Q4 and then grow throughout the year, year in, year out. I think the last few years we had COVID recovery, so it wasn't as pronounced, but we're kind of going back to where we were beforehand. I think you're seeing the same issue that we saw before COVID as far as occupancy. We've seen really strong occupancy growth on the skilled side during January and February. I think a lot of it has to do with the flu season, where shop has been dropped slightly as we've seen in years past. So I think that's as far as trilogy specifically goes. As far as kind of where we see operations so far this year, we're pleased. I mean, I think we, you know, it's only been a couple months, and, of course, February hasn't even ended, so we don't have February numbers. But so far, so good. We're happy with what we've seen so far this year as far as our budget and our forecast. What do you want to add, Brian?

Yeah, listen, just to put it into context, a couple things. You know, we grew our shop occupancy by 600 basis points in 2024. I don't think anybody here thinks we're going to grow shop occupancy by another 600 basis points. So that's definitely going to be part of it. The other thing to keep in mind is that our RIDEA occupancy is ahead of our peers' RIDEA occupancies. So, you know, all those things sort of contribute to 2025 being, by all measures, a great year of same-store expectations for our growth, but at the same time, lower than it was in 24.

Great. And then my second question was just on the acquisition pipeline. I know you talked about the $71 million that you're looking at, which is great. But just can you give us a sense of what that pipeline actually sort of looks like, the amount of deals that you're looking at, just to get a sense of how much product is possible in this environment for you guys? Thanks.

Yeah, I would say that, you know, the pipeline right now is very robust. I mean, we have been very active over the past few months in looking at potential new opportunities, and we have been working very closely with our operators and identifying the opportunities that will be a best fit for the portfolio. In terms of the pipeline size, I mean, I think we're seeing that grow, and it's definitely more significant than it was at this time last year. So I think there are plenty of opportunities out there for us to underwrite and to participate in.

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

Your next question comes from the line of Farrell Granat with Bank of America. Please go ahead. Hey, Farrell.

Hi. Good afternoon. Thanks for taking my questions. I wanted to ask about specifically when you're thinking about the tipping point of occupancy, and I know you kind of alluded to it in the previous answers, specifically in Trilogy. When you're thinking about the tipping point of occupancy and when you can really start pushing rate and really start seeing that margin expansion, I think I'm looking at the numbers now seeing that you're already seeing it kind of in 4Q. What would you be thinking about going forward?

Yeah, so look, if you look at where occupancy is today, it's well above where it was pre-COVID levels. And I think we're already at the point now where we're able to increase rates at a pretty good clip. We're looking at pretty strong increases this year. We're very comfortable where we are, but we think it's going to keep going up. Keep in mind that you've got to split it up with Trilogy. You've got the AL component, the AL-IL component, which I think is very similar to what you see across the industry. And, you know, that right now is in the high 80s. It's gone up a lot, and we expect it to keep going up over time, going back to everything we've said as far as the demand drivers, lots of new demand, very little new supply. On the post-acute care on the skilled side, they're right around 90% today, which is higher than anyone else I've seen. You know, there's room to continue growing that, but just keep in mind, their model is really a short-term stay, much more Medicare, private pay, private insurance, much less Medicaid. So... you know, they're always going to want to have beds available to bring in new residents who are coming out of a hospital setting. So, you know, we don't want them at 98%. We always want to have, we want to be able to accept those higher paying Medicare patients. We want to make sure we have beds available. So I really think that, you know, could we continue to raise the skilled nursing occupancy within Trilogy? Yes, but we don't, I don't necessarily think that we want to do so. We're very comfortable in the low 90s.

Great and I guess also follow up on that and you made the in your opening remarks about medicaid exposure you get a little bit more color and how you're thinking about it and again specifically in the trilogy more in the operating exposure that you have. How you think about what potential impact could be on the worst case scenario is major cuts across medicaid or even more limited, how you could see that impacting and if you're hearing anything from your operators.

Yeah. So you're right to focus on Trilogy because looking at our portfolio, really the portfolio that had the most Medicaid exposure, I believe it's about 97% is the one we sold back in December. That was the skilled nursing portfolio in Missouri. And, you know, one of the reasons we decided to sell it is, of course, we started that process way before the election and before any of this became an issue. But, you know, just from a quality perspective, they were older assets, they were smaller, more rural, less growth, just, you know, assets that we We didn't feel met the overall criteria of where our portfolio is and where we want to continue to be. So looking at what we have left, really, you know, from a Medicaid perspective, it's really just a trilogy. And trilogy's exposure is pretty low. You know, it's about 21% of the portfolio, and it's been shrinking by design over time as we continue to expand the AL, IL, and Medicare portion of trilogy. But the way I'd answer the question is really in three parts. So, you know, number one, We don't know what's going to happen. Anybody who says they can predict what's going to happen with Medicaid, I don't think is telling the truth. Who knows? You can listen to the same politicians at the same day and they'll say two different things. Is there a chance there'll be some changes? Yeah, I think that there is, but we don't know what those will be. Number two, I believe that if there are adjustments to Medicaid, it is much more likely to be affecting those who benefited from the Medicaid expansion, for example, maybe reduced eligibility. work requirements, et cetera. I think that's much less likely to see any effect on Medicaid reimbursements for long-term care. I've been around 33 years in this business. We've seen what happens when they try to cut skilled nursing reimbursements. It never ends up well, and typically those cuts need to be reversed. And number three, really going back to Trilogy, they're down to 21% of their revenue being Medicaid. And as Gabe mentioned in his prepared remarks, they have a lot of levers at Trilogy that they can pull. There is, you know, they can eat. If they determine that Medicaid reimbursements don't make sense, it's very easy for them to pivot and convert those rooms to, you know, AL, memory care, more Medicare beds. You know, Trilogy, that's just not one of their focus, Medicaid. It's really more of an accommodation to existing residents to where they time out of, you Medicare or if they're out of money, we can move them into a Medicaid bed. Usually there's a wing that's Medicaid that has double occupancy rooms. It's not really a line of business that they focus on specifically. It's really more of an accommodation to existing residents. And if they need to shrink that business because the reimbursement isn't there, it's very easy for them to do so. But I honestly don't think it's going to come to that.

Great. Thank you.

Your next question comes from the line of Nick Joseph with CTE. Please go ahead.

Hey, Nick, looking forward to seeing you next week. Oh, well, thank you, Danny, but it's actually Griff on for Nick, but we're looking forward to seeing you as well. Hey, Griff. Maybe just getting back to kind of the opportunity set within Trilogy and the margin expansions, and Gabe, I know you kind of touched on this during your prepared remarks, but as you kind of think about maybe the sniff portion of Trilogy is getting closer to that terminal occupancy. You've probably got some more room to run on the AL component. You know, where could we see margins get to? I realize that, you know, you're not giving guidance, but, you know, I would expect if you add on, you know, additional capacity with an AL, you add on some of these IL villas, you know, it stands to reason you should see a decent margin expansion in the future. Do I have that right?

This is Danny. I'll start off and let Gabe chime in if I miss anything. But, yeah, I think you're right as far as, you know, we've been increasing the AL and IL component of Trilogy's business, you know, every year in the nine years since we acquired Trilogy. So I would expect that to continue to grow, and that's going to have a positive impact on the margin. You know, we're back up to, I think, around 19% in Q4, which is, I think, about where we were pre-COVID. But I expect it to continue to go up, and that's going to be a function of, number one, as you mentioned, having more AL and IL. Number two, we expect REVPOR growth to continue to exceed export growth across the entire portfolio, which I think is going to drive up margins everywhere, not just the Trilogy. As far as opportunities at Trilogy, I think, you know, beyond just the same store, you've got a bunch of campuses that have opened up recently that have not yet stabilized. Now, those margins don't show up in same store margins, but the overall margin, I think you're going to continue to see improvement as assets are given time to stabilize. Other opportunities at Trilogy that aren't necessarily margin-related is we talked about the leased asset that we bought out. That was about a 9% cap rate on our lease payment on an asset that we already operate and own. So there really is no underwriting risk there. There's a few more of those. There's also some assets that Trilogy manages but does not own. We're at about a dozen in total, including the leased portfolios. So There's opportunities there to buy those out. While we don't have any kind of below-market purchase option on those like we've had on a lot of our assets in the past, I think we still have a pretty good path to ownership on those. And we have a good track record of buying those out, just like the one we closed this week. So I think you're going to continue to see us go after those. We're the logical buyer. We already operate them. We know them better than anyone else. And we think we can acquire those at cap rates that are more attractive than anything else we'd acquire in the open market. Gabe, anything else you want to add about margin expansion there?

Yeah, just a couple things. One, I think the demand is still coming everywhere. And certainly at Trilogy, some of their buildings are operating at 99% or 100% occupied in AL, and not all of them are. So I still think there's room to grow occupancy on the AL side, certainly at Trilogy. Once you get to kind of that mid-90s, range of occupancy, you've got tremendous pricing power as well. And one of the things that we really like about Trilogy is their focus on care has driven outside demand for their product, which is why their occupancies are consistently running ahead of what the national average is. And that same focus on care is appreciated by the residents and the families that are considering their properties. So that strategy has been a winning one. I think that strategy will allow them to drive rate further on the private pay side, both private pay AL, IL, and also on the skilled nursing private pay. A couple other things that are more nuanced in the industry, value-based care still exists and is expanding in the skilled nursing setting, meaning the states are appreciating more and more every year that the good operators should be rewarded for good quality outcomes, and Trilogy still hasn't unlocked all of those value-based care add-ons. I think you could see them continue to manage to that to make sure that not just that the care is there, that it's reported correctly, that you're capturing all the necessary reporting, and that you've seasoned into it long enough to unlock what those reimbursements are, which, by the way, are are incredibly complex and is one of the reasons why Trilogy's scale in regional markets is important and valuable so they can manage through that. The final thing that I think could be good is on the Medicare Advantage side. So what we saw in Medicare Advantage more recently is Trilogy having high occupancies, having deep conviction in the value of the product that they're delivering, and saying we're not going to take a reimbursement rate that's below a certain threshold rate, so we will sit out of your program if necessary until you decide to pay us a proper value for a daily rate for the value that we're delivering. More recently, the Medicare Advantage plans that Trilogy deals with have realized that value and have stepped up to show a little bit of a willingness to pay a higher rate. I think we could see rate growth there that's a little bit higher than what we're predicting currently as well. So look, going back to my initial comments, there are a lot of different ways that Trilogy Management Services, our operator there, can optimize the business. If all of them go right, I think there's a chance for us to outperform where the guidance can be. I don't think it would be prudent to predict every single thing works out exactly right at this time.

Great guys. That's a, that's certainly helpful context. Um, and maybe switching back over to kind of the acquisition pipeline, Stefan, I'd be curious to get your insights, you know, in terms of the properties you're targeting, it seems that they're more in the, in the stabilized category. Fair to say that, you know, maybe going in yields are in the low to mid sevens with some, you know, kicker on top of that, uh, given the shop component.

I mean, I think, um, Just generally speaking, I think what we're seeing right now are yields that are somewhere between the mid six to the eight range. You know, we are definitely targeting shop assets. You know, we think that's where the best risk adjusted return is today. And, you know, we are very active with our partners, our operating partners in trying to identify those assets. In terms of uh stabilized uh yeah i mean certainly we're looking at stabilized assets um but we're we're also looking at some potentially um you know you know moderate value add type of assets um we'll also consider assets that uh maybe have some uh room to improve but we can we can acquire those at a a below market or i'm sorry below uh replacement cost price um So, I mean, we're looking at a wide range of property types, I mean, properties, and, you know, it's really all a matter of does it fit within the portfolio? Does it fit within the geographic footprint of our existing operators? And are they going to be assets that we think can be long-term holds that are going to perform well? I'd also mention that we are, you know, probably more focused on the assisted living and memory care side of the SHOP portfolio than maybe the IL side. Not to say that we wouldn't look to acquire IL, but I think we have a good group of operators that do very well on the higher acuity level of senior housing and are a good fit for our portfolio going forward. And everything we're looking at is

really uh things that we can do to continue to uh build on the quality of our our portfolio today great that's it for me thanks for the time thanks for it your next question comes from the line of michael carroll with rbc capital markets please go ahead bye

Hey, thanks, guys. Can you provide some details on how many trilogy developments and expansions that you completed in 2024? I guess maybe what's in process right now and the guidance that you quoted in the call about how many you plan on starting in 2025. Is that an uptick of what you did in 2024? I guess how should we think about that whole dynamic and how does that roll into earnings over time?

Yeah, so we had quite a few. We had more than the typical number open up in late 2023 and 2024. I think we had... three to five in probably 18-month period between summer of 23 and the end of 24. And then, you know, we only launched one new project in 2024, which I'm not sure will even open until early 2026. And, of course, we announced two new ones that we approved that will start construction this year. So we had a lot open last year. We will have, you know, quite a few villa projects that will open this year and expansions. But as far as new campuses, I don't think we have another one opening up to the first part of next year. So there's about 50 million of starts that were in 2024. As I mentioned, we only had the one new campus and then a bunch of expansions. We've announced 136 million for 2025 so far. That includes two new campuses, quite a few villa projects, and some expansions as well. I really think just on an annual go-forward basis, Two to three campuses is probably the number of starts you're going to see going year in, year out. I think 24 was light because 23 was so heavy as far as new campuses. All in, I think it's going to vary, but $150 million a year is probably a good number to use. It's kind of an estimated annual number of new constructions each year, including new campuses, villas, and expansions.

And just a small point of clarification, Mike. When we put in our guidance development spend, that's just what we anticipate spending on everything that Danny just mentioned in 2025, and that guidance was $80 to $100 million.

Right. Yeah, okay, got it.

And then can you remind us, once those assets are completed, I guess, is there an initial cash drag once those buildings are completed? And how long are you assuming it takes them to stabilize, and then are they going to be stabilizing at those double-digit type yields?

Well, it depends on the project. So, you know, an expansion is usually only done on a campus that's full and has a waiting list. Those usually fill up very quickly. An expansion could be adding, you know, 8, 10, or 12 new rooms onto an existing wing, and you only usually do that if there's demand for it. So those fill up fast. Same with the villas. Those are typically pre-leased. So they usually fill up almost as soon as they're done. Now, the new campuses take longer, obviously. In the past, we've looked at two and a half, three years to fill up a new campus. And what's typically happened is the skilled nursing side fills up faster. And then, as Gabe mentioned in his comments, one of Trilogy's strategies is to use the skilled residents to help fill up the AL and IL. What we've seen in the last few that have opened is that seems to be actually kind of switching a little bit. The AL and IL side, because of the demand, because of the lack of new supply, that actually seems to be filling up even faster than the skilled side. So I really think that the two-and-a-half to three-year time period that it used to take Trilogy, I think that's getting compressed, and I think you'll see that be more kind of 12 to 18 months to fill up a new campus. Yields on those are typically on a stabilized basis. On a new campus, it's probably low double-digit, whereas villas are probably high single-digit. and a campus expansion, which is, you know, like an addition or something like that, a new addition to an existing wing. Those are mid-teens, but they're very small, right? You know, one of those projects could be, you know, a million, one and a half million. They're not big projects.

And those ground-ups, they initially are losing money once they're completed. Is that fair?

Yeah. Yeah. Day one, when they open up, there's no residents. And it's always going to take time, even on the skilled side, which tends to fill up faster. There's always, you know, a licensing period, especially some states it's longer, like Michigan takes longer than some of the other states. So there's always going to be a period of time. It could be, you know, three months where you need to get your Medicare, Medicaid license, and then it'll start filling up. So it's always going to start. It's never going to end. It's always going to open up with zero residents.

Okay, great. Thank you.

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

Hey, good morning, everybody. I think Danny referenced sort of flattish NOI from 4Q to 1Q within Trilogy for some of the seasonal factors that you all highlighted. Are there any other seasonal considerations included in guidance that could impact the sequential growth through the year and sort of cadence of NOI after you get through the first quarter?

Anything that I missed, you know?

No, I think Gabe kind of delineated a little bit of the headwinds in Q1. It's obviously, you know, there's fewer days. There's increased utility costs because of weather. And then the final one is a reset on some of the taxes. You know, there's such a heavy labor component in the skilled nursing business. That ultimately, if your employer taxes reset, that it can show up in numbers in a headwind in the first quarter. I can't think of anything necessarily beyond that. I mean, yeah, that's about it.

Just having 90 days in Q1 versus 92 in Q4, that alone is material.

No, no, that makes sense. Just trying to understand if Flattish NOI seems about right or even a slight dip, it seems like then the, you know, there's little sequential improvement necessary to hit the midpoint of guidance within, you know, the same store growth assumed for Trilogy. Secondarily, wondering when you look out over the next 12 to 24 months with some of the staging of the expansion opportunities, and, you know, any other kind of activity within development that's happening, how you would expect the senior housing versus SNF bed component to have that ratio to, you know, change, you know, over the next one to two years?

It's, you know, in the last nine years, it's been a slow and steady progression. You know, when we bought Trilogy, I can tell you, this is the best of my recollection, I believe it was about 58% skilled beds and you know, close to 60 and maybe 40 to 42% AL and IL. And I believe they're getting close to 50% now. And it's a slow progression because if you look at it, if you go back to the trilogy campuses of old, I mean, when they started out 25 years ago, they were 100% skilled nursing. So now a lot of those campuses have been expanded or sold off. But, you know, over time, and what happened was is that the CEO at the time, Randy Buffard, realized, hey, you know, we're basically – you know, taking these patients on a short-term basis and then moving them into AL or IL after the fact with some other operator, why don't we just do that ourselves? That's kind of how the whole thing started. Whereas the old, you know, the typical model, once they started doing that was, you know, 100 units, call it 58 to 60 might be skilled and the other 40 to 42 would be AL. This is before they even did IL. A typical new campus today is going to be larger. Usually they're about 125 units. and they call it 50, maybe 55 skills, and then another 70 or so ALIL. So just that alone has continued to reduce that exposure, to increase the ALIL component and reduce the skilled nursing component. And then you add on the villas, and it does even more. So it's a slow and steady movement every time a new campus opens or an expansion.

That's really helpful. Yeah, that's helpful context. I suspect the NOI differential is even greater given the margin difference between the two. Last one for me was you guys had the opportunity to decrease leverage with some ATM issuance in the fourth quarter and kind of expand that available dry powder. I think you may still have some expensive trilogy debt. And so just wondering if there's additional opportunities to deleverage and build additional capacity given the runway for new investments, but at the same time, even you know, just, you know, drive some interest expense savings over time. Thanks.

So the majority of the expensive debt at Trilogy has already been paid off. At this point, you know, Trilogy is a pretty big user of HUD debt, which is quite attractive. We've got, you know, they have about $700 million of HUD debt. at a coupon of 3.66, that stuff's going to be there for a while. It's got long duration on it as well. So really the low-hanging fruit on debt paydowns is kind of behind us. We do have a revolver, which might be in the high 5% range. So it's definitely a lot less attractive than it was when we had a lot of those expensive HUD debt. Excuse me, expensive fixed secured debt at Trilogy. I mean, listen, we're going to be very judicious. We fought really hard to get our debt to EBITDA down to 4.3 times. And I think we're quite pleased with it there. And we're going to maintain it around that level, ideally. Ultimately, we will have external growth this year. We've announced guidance for 86 million. That's things that were under contract that will close, either have closed already or will close in the first quarter. Beyond that, we're, as I say, going to be very judicious about additional leverage and any additional ATM issuance.

Very helpful. Thanks, everybody.

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

Thanks, and good morning. Hey, guys. Maybe going back to your comments on the levers that Trilogy can pull in the event that they want to move away from Medicaid a bit, what's a reasonable floor in terms of percentage of revenue coming from Medicaid that Trilogy could actually get to?

That's a tough question. I mean, they could definitely bring it down. I mean, I don't – look, Trilogy could say, hey, we're getting out of the Medicaid business, and if you are in one of our facilities and you need to move to Medicaid, you've got to move out. You've got to go somewhere else. I don't necessarily think that is maybe the best way for them to run their business because that may not be very popular. They can definitely reduce it. There would have to be some massive cuts to Medicaid to where I think we'd make the decision just to get out of it completely. Never say never, but I think it's a good accommodation to have. In some of the states, it's actually a pretty good line of business. Could they get down to zero? Maybe, but I don't know if they necessarily want to. Gabe, anything? It's really hard to predict. Yeah.

Let's break it down a little bit. From a physical plant perspective, they could go to zero. The physical plant is built to AL quality by design so that they've got total optionality in every wing in the building to pivot from skilled nursing to assisted living to memory care, so they've got maximum flexibility on which line of business they want to be in. And by the way, they do pivot even outside of these kind of macro conditions and reimbursement issues, kind of micro conditions, market specific issues dictate demand sometimes. And it's one of the reasons why we like developing through Trilogy because you can switch the bed mix and add memory care beds where needed. So from a physical plant perspective, the answer is they could go full AL if they wanted to. And it's high enough quality to get people into those beds as well where they want it and the care is at the right level. I think what Danny said is spot on. You'd have to start balancing where the value of this is as even a loss leader for trilogy where people know that they've got a place to stay forever and they're not going to get kicked out on the street. That being said, I think one more comment on Medicare cuts and the skilled business industry. That industry operates at pretty thin margins already. And if you're a primarily Medicaid skilled operator right now, I don't think there's a lot of profit to cut out. And I don't think, I think certainly the number of beds in the skilled nursing industry would decrease with significant Medicaid cuts in that industry. Over the long term, that would obviously dramatically decrease access to care for people in all these states, which I think would cause quite an uproar. But also, you know, if you're looking at it from our business perspective, probably, you know, Trilogy is not going out of business. We're not going to have the same issues. So there is an opportunity to capture market share. I think we're pretty inflated from these guys.

Just to rephrase that, if Medicaid reimbursement gets to the point where Trilogy says we need to get out of this business completely, we're going to be talking about a bunch of other stuff in this space because that means that you're going to have a bunch of facilities shutting down at mass because if I mean, you've been around long enough to see what happens, right? Most of the skilled business is very low margin, relies heavily on Medicaid, and you cut the rates even slightly, and that margin goes to negative very, very quickly. So that's why I believe that there's just a limit to any potential Medicaid cuts because you just can't do it because the business just won't survive. So, you know, as Gabe mentioned, Trilogy is going to survive just fine. Trilogy is going to be okay. it's the rest of the skilled business that's really going to suffer. The ones that rely on longer-term Medicaid residents, I don't know how they make it.

Got it. Yeah, that's helpful. Maybe one question on the outpatient business. Where do you expect occupancy to drop at within your portfolio, and are there any additional known move-outs happening maybe later this year that could weigh on NOI growth in 2026 as well?

Yeah, I expect occupancy to remain kind of where it is in the high 80s. What we've seen with outpatient medical for the last few years, you know, did great during COVID when the health systems were expanding. But what we've basically seen is kind of one step forward, one step back. Because, you know, there's a lot of activity, you know, lots of tours. You know, we're signing new leases. But for every big new lease that you sign, you have a health system lease, which is really, you know, the dominant tendency in the outpatient medical space today. where the lease is up and the hospital looks at their options and says, hey, I've got a 40,000-foot lease that's expiring, but I would want to renew 20,000 feet because I can move some of these doctors to other spaces. And that's kind of been the name of the game for the last couple of years, which is why our occupancy is kind of held pretty steady. Our same-store NOI growth has been pretty flat. And I think we're going to see more of the same in 2025. You know, we do have a couple of leases that we know of, I think, later in the year. where the hospital system has already indicated they're not likely to renew all their space. And then you offset that with new leasing that we know about, and it kind of keeps us where we are today.

Yeah, I mean, from a pragmatic standpoint, I think that we've got some expirations. We're typically out talking to these tenants at least two years before their lease expires. And they'll typically, if they are moving out, they'll have a pretty good sense that that's going to happen. So we've got some expirations that are happening starting in April and and ending in November better chunky and that we already know that they're likely not going to renew. And we've known that and we've worked that space and we're continuing to try and backfill. If you speak to an actual trough, I would say it's probably late Q2, maybe in Q3 at some point. But keeping in mind, we have had time to lease and we have additional time to lease before those things are truly given back. So, you know, the team continues to work those and endeavor to backfill.

Yeah, what we've seen more than once is you'll be out in front of a tenant talking to them a couple years before their expiration, and it'll be someone at the local hospital who handles the real estate saying, yeah, of course, we need this space, we'd love this space. And then, you know, when you're nine months out, there's a mandate from corporate, from the system, that, hey, you need to cut your G&A. And oftentimes they're the ones that are driving the decision as opposed to the local hospital who would really like to keep it.

That's helpful. Thanks for the time.

As there are no further questions at this time, I would like to turn the call back over to Danny Prosky for closing remarks.

All right. Thank you very much, operator. Thank you for everybody joining us on the call. I want to thank the entire AHR team and a lot of our operating partners who are on the call today. I mean, if you look at our guidance for next year, you know, we're guiding towards 12% per share NOI growth. I'm sorry, FFO growth. Next year, if you look at our earnings growth that we're guiding to, look at the NOI growth that we're guiding to, and you compare us to our peer set, we are at or near the top on all those metrics. So that's really due to all the hard work for everybody here at corporate as well as around the country. We couldn't do it without everybody's help, so I wanted to just thank everybody for that and thank all of you for taking the time to spend with us on a Friday morning. Thank you.

This concludes today's conference call. Thank you for your participation. You may now disconnect.