Ventas, Inc.

Thank you, Mandeep. And good morning, everyone. And welcome to the Ventos Full Year 2023 Results Conference Call. Yesterday, we issued our Full Year 2023 earnings release, presentation materials, and supplemental investor package, which are available on the Ventos website at .VentosRead.com. As a reminder, remarks today may include forward-looking statements and other matters. Forward-looking statements are subject to risks and uncertainties, and a variety of topics may cause actual results to differ materially from those contemplated in such statements. For a more detailed discussion of those factors, please refer to our earnings release for this quarter and to our most recent SEC finds, all of which are available on the Ventos website. Certain non-GAAP financial measures will also be discussed on this call. And for a reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental investor package posted on the investor relations website. And with that, I'll turn the call over to Deborah A. Caffaro, Chairman and CEO of Ventos.

Thank you, BJ. I want to welcome all of our shareholders and other participants to the Ventos fourth quarter and full year 2023 earnings call. I'm pleased to share our strong results for 2023, discuss our advantaged position across commercial real estate driven by large and growing demographic demand, and introduce full year 2024 guidance as the senior housing multi-year growth opportunity continues to power our expectations. Let's start with results. We reported favorable results for the fourth quarter and full year 2023. We produced full year normalized FFO of $2.99 per share, representing over 5% year over year growth above the midpoint of the guidance range we initiated in February. As anticipated, our results were fueled by unprecedented organic property growth in our shop portfolio, which grew same store cash NOI over 18% last year. Enterprise same store cash NOI growth was supported by compounding contributions from our outpatient medical and research and triple net lease portfolios. We finished the year on a high note in the fourth quarter, delivering 76 cents of normalized FFO, representing 7% year over year growth, and reporting accelerating same store shop occupancy. During 2023, the Ventos team accomplished a great deal together. We raised over $4 billion in attractively priced capital, took effective portfolio actions, invested CapEx in our assets to position our portfolio to capture demand in strong markets, made meaningful progress toward our ambitious ESG goals, successfully integrated a $1.6 billion portfolio, and expanded our VIM business. As a result, we delivered over 15%, one year total return to shareholders, posted two years in a row of TSR outperformance versus the healthcare REIT and broader REIT indices, and achieved upper quartile performance for the last three years among healthcare REITs. We still have more work to do. We are focused on driving total returns for our shareholders. As durable demand fuels the multi-year growth opportunity in senior housing, we believe Ventos offers an attractive combination of growth and value. Let me provide a few reasons we believe we are uniquely positioned to create value. We entered 2024 with momentum. Because our asset classes are benefiting from demographic demand that is strong and getting stronger, we are pleased to project another consecutive year of normalized FFO growth in the mid single digits, and the third consecutive year of same store shopped cash NOI growth in the double digits. Notably, our projected 2024 normalized FFO growth of 5% per share puts us in the top 20% of all REITs that have issued guidance to date. In 2024, we expect a benefit from steady growth from our outpatient medical research and triple net lease portfolios. As we look into 2025, we have two large lease renewals, one with Brookdale and senior housing, and another with Kindred for a portion of our LTACs. In Brookdale's case, our communities are enjoying positive operating trends, and they have significant net absorption potential. In Kindred's situation, rent coverage remains challenged, and it's too early to say what the ultimate outcome in 2025 will be. Kindred remains focused on performance improvements that could benefit 2024 and 2025 financial results. In all cases, we are fully prepared to maximize NOI over time. In shopped, January is already starting positively with 200 basis points of year over year same store occupancy growth. In 2024, we expect year over year normalized FFO and shopped same store cash NOI growth to accelerate in the second half with a shop NOI exit run rate that should support continued shop growth in 2025 and beyond. This highly positive context is supportive of growing our senior housing presence through both organic and inorganic growth. In pursuit of delivering consistent superior performance, our strategy is to one, continue to deliver compelling, profitable organic growth in senior housing. Two, capture value creating external growth focused on senior housing. And three, drive strong execution and cashflow generation throughout our high quality portfolio that serves a large and growing aging demographic. Our optimism for a long, durable growth opportunity in shop is founded on compelling supply demand dynamics led by a step function and growth of the over 80 population in 2024 and yet again in 2027. The lowest construction starts in senior housing since 2009 and our advantage platform that has the team, tools, financial strength, data and operators to drive organic performance. The Ventus platform should also enable us to invest successfully. As we discussed in November, we intend to build on our compelling organic growth opportunity by layering on value creating external investments focused on senior housing. There is a confluence of market factors giving us confidence that 2024 and 2025 should be rich with investment opportunities. We're already seeing our pipeline expand as high quality senior housing communities in good markets with embedded growth come to market. And we have a line of sight to complete over $300 million of investments in the first half of this year. Our criteria for investments include attractive going in yields, priced up below replacement costs with projected low to mid teens unlevered IRRs that meet our right market, right asset, right operator framework. Our broader objectives are to drive enterprise NOI and normalized FFO per share growth, increase the scale of our shop business, deliver strong returns on capital, support stable and growing dividend capacity and maximize value for shareholders. In sum, we delivered on our commitments in 2023 and we expect another year of normalized FFO per share and property performance growth in 2024. Our 5% projected normalized FFO growth favorably distinguishes Ventus across the REIT universe. With an attractive valuation and the growth engine of senior housing, we are focused on enabling exceptional environments for a large and growing aging population and creating value for our shareholders. Now I'm happy to turn the call over to Justin.

Thank you, Debbie. I'm pleased to say our shop portfolio delivered double digit same store cash NOI growth for the sixth quarter in a row. The same store NOI growth for the year was led by our US communities with .5% growth complimented by our high quality Canadian portfolio, which is over 95% occupied and continues to deliver a valuable and stable cash flow. Total shop same store cash NOI growth was 18.3%, which was above same store guidance midpoint expectations. We are happy with this attractive growth and strong finish to the year. Double clicking on the year, the results were good. Our same store shop communities outperformed our expectations across all key metrics, including occupancy, REV4, OPEX and margin expansion. Full year same store shop occupancy grew by 120 basis points. The US saw 140 basis points of occupancy gains. And Canada, although already highly occupied, grew by 90 basis points. Demand strength across geographies and asset types led to accelerating occupancy growth this quarter with 170 basis points of -over-year growth. Furthermore, we saw 110 basis points of average sequential occupancy growth from the third quarter to the fourth. US shop occupancy growth was supported primarily by strong demand with move-ins that were 109% of prior levels in the fourth quarter. REV4 grew over 6% for the year, contributing to revenue growth of almost 8%. As a reminder, REV4 would have been 40 basis points higher in 2023 and 130 basis points on the fourth quarter if adjusted for the sunrise special assessment that occurred in 2022. OPEX4 performed well and was led by the US with 2% growth -over-year and .6% overall. Looking forward to 2024. We are excited to continue on our multi-year growth trajectory as we are expecting our third consecutive year of double-digit NOI growth in our same store shop portfolio. Momentum ramped at the end of 2023 with fourth quarter occupancy accelerating while strong pricing and higher move-ins fueled better than typical seasonal results and helped 2024 to get off to a strong start. Once again, we are expecting the US to be the growth engine with continued accelerating occupancy performance with over 300 basis points growth and expected to drive NOI growth in the mid to high teens -over-year. The overall shop portfolio is expected to grow NOI 10-15%. The growing demand at our doorstep continues to support strong price and volume growth and serves as a testament to the high quality and care and services and value proposition our communities provide to seniors and their families. The key assumptions that drive the midpoint of our range are average occupancy growth of about 250 basis points, red-pored growth of about 5%, which puts the total revenue growth around 8%. January occupancy is already off to a strong start, delivering 200 basis points of occupancy growth -over-year. This performance demonstrates solid execution by our operators and continued demand. We expect the performance throughout the year to be bolstered by newly renovated properties and Ventos OI initiatives to drive a strong key selling season. 2024 OPEX4 is expected to grow in line with normal inflation. We structured our business around rate growth and occupancy growth. We are entering the sweet spot where price and occupancy are moving together to drive revenue. Margin expansion will follow as higher occupancy creates operating leverage. We have struck a balance where they're moving together and we anticipate further margin expansion over time as higher occupancy creates operating leverage. We are capitalizing our active asset management playbook and our operators execution, which delivered strong momentum to finish 2023 and will propel us into 2024. We expect this to build sequentially throughout the year, which means we are poised for strong year-end NOI that should propel us even further in 2025 and beyond. We are delivering on the organic senior housing growth, which is the part one of our strategy and my number one priority. Part two is expanding our footprint. In addition to the success we are having our existing portfolio, we look forward to capturing value, creating external growth focused on senior housing. A key tenet of our investment strategy is our right market, right asset, right operator approach. We are bringing OI tools to investment activities to help the selection process. Our top investment priorities continue to be NOI generating capex in our existing real estate and senior housing acquisitions. Sellers are motivated to transact, creating numerous actionable deals. We are targeting opportunities with low to mid-teen unlevered IRRs. We seek senior housing communities that are located in sub-markets with compelling supply demand profile, strong affordability, and meaningful expected net absorption projections. We are primarily expanding with existing partners with proven performance for Ventos and plan to increase our footprint in the fast growing ILAL memory care combination communities. Our pipeline is growing as we have several interesting potential investments in our sites. My team is actively working on transactions exceeding 300 million that meet our criteria, and I look forward to adding to that as the year progresses. In summary, demand is at our doorstep. We are pleased to see the shop growth engine continue to be led by the US and complemented by the low beta, high quality, and highly valuable Canada portfolio with compounding growth. 2024 is rich with opportunities through organic growth and external acquisitions. The growth on both fronts throughout the year should support value creation in 2025 and beyond. I'm looking forward to the exciting year ahead. Bob? Thank you, Justin. I'm going to share some highlights on our 2023 performance, touch on our balance sheet, and close with our 2024 outlook. I'll start by saying we are pleased with all we accomplished in 2023. We finished the year strong with reported normalized FFO per share of 76 cents in the fourth quarter, a 7% increase versus the prior year, adjusting for the promote received in Q4 of 2022. For the fiscal year of 23, we delivered normalized FFO of $2.99 per share, or over 5% growth year over year when adjusting the prior year for unusual items. The multi-year senior housing growth trajectory was in full display in 23, with shop total NOI increasing year over year by approximately $100 million. We also reported total company same store cash for the new year, which was one of the fastest organic growth rates in our company's history. Our 2023 normalized FFO of $2.99 per share was at the high end of our previous $2.96 to $2.99 guidance range, and included a penny per share cybersecurity revenue impact in the fourth quarter in our ardent Ofco investment that was not contemplated in prior guidance. Pete Borgarelli and our outpatient medical and research team delivered another year of continuous compounding growth, the same store cash NOI, increasing nearly 3% in 2023 at the high end of our guidance range. Continued strong retention and leasing activity in outpatient medical led the way. A key driver of that result is the remarkable record of tenant satisfaction in Ventas's Lola Bridge property management business, which notched its fourth consecutive year of top quartile tenant satisfaction. In 2023, Lola Bridge reached the 97th percentile for overall tenant satisfaction, placing it among the top five property managers. I'd also like to share a few comments on our balance sheet. Throughout 2023, we used our scale and access to diverse sources of capital, raise over $4 billion of attractively priced capital across multiple markets and geographies. This capital raising in 2023 in part refunded 2024 maturing debt and attractive rates. As a result, we had a robust year end 2023 liquidity position of 3.2 billion and have relatively modest 2024 maturing debt of 800 million net of cash on hand. The attractive NOI and EBITDA growth in our shop business also improved Ventas's net debt to EBITDA ratio to 6.9 times in the fourth quarter, a trend we expect to continue in 2024 and beyond led by the multi-year shop NOI growth opportunity. So let's conclude with our full year 2024 outlook. Because our asset classes are benefiting from powerful demographic demand, we are pleased to project another consecutive year of normalized FFO growth in the mid single digits and the third consecutive year of same store shop cash NOI growth in the double digits. For 2024, we expect net income attributable to common stockholders of 6 cents per share at the midpoint. Our 2024 normalized FFO guidance range is $3.07 to $3.18 or $3.13 per share at the midpoint, which represents 5% year over year growth. The 14 cent FFO per share increase year over year can be bridged by three items. We expect a 28 cent per share contribution from outstanding year over year property growth, led again by shop, which is expected to grow NOI by over 100 million for the second consecutive year. This property growth is partially offset by an 11 cent per share increase in higher interest expense and the three cent impact of 2023 capital recycling. In terms of same store, we expect our total company same store cash NOI to grow between five and seven and a half percent in 2024, led by shop same store cash NOI growth of 10 to 15%. Our guidance also includes new senior housing investments of 350 million, which Justin mentioned in his remarks. The low and high end of our FFO guidance range are largely described by our property NOI expectations and potential changes in interest rates. A final note on phasing. We expect same store cash NOI and normalized FFO year over year growth to ramp through the year, driven by higher interest expense in the first half of 24 versus 23 and the occupancy acceleration in the key selling season in shop, resulting in an exit run rate that should enable attractive shop growth 25 and beyond. A more fulsome discussion of our 24 guidance assumptions can be found in the earnings and outlook presentation posted to our website. To close, the entire Ventos team is ready to win together with all of our stakeholders. And that concludes our prepared remarks. For Q&A, we ask each caller to state one question to be respectful to everyone on the line. With that, I'll turn the call back to the operator.

The floor is now open for your questions. To ask a question at this time, simply press the star followed by the number one on your telephone keypad. We'll now

take a moment to compile our roster. Our first question comes from a line of

Michael Carroll with RBC Capital Markets. Please go ahead.

Yeah, thanks. Hey, Debbie, can you provide some additional color on your Kindred lease? I know in the business update, Ventos has highlighted Kindred has implemented some improvement or performance improvement initiatives, and you also highlighted that Select Medical has some really strong EBITDA growth in 2Q and 3Q of 23. I mean, are you implying that Kindred can grow into this coverage ratio, or is that just kind of data points highlighting that there is some improvement in that coverage that could occur over the next hand flow quarters?

Right. Hi, Mike. I would tell you that obviously the most important thing we think about in the renewal in 2025 is about what the earnings capacity of those assets is at that time and beyond. And Kindred has communicated to us that they have significant initiatives underway on those revenue and expense to improve operating performance and census. Some of those we can see are starting to take hold. We give Select as an example because it's a public company in the same business, and it shows that significant improvements are possible. And it's really too early to say whether and to the extent Kindred's initiatives will, in fact, take hold to improve EBITDA in 2024 and 2025.

But they are surely working on it.

Our next question comes from a line of Nick Ulico

with Scotiabank. Please go ahead.

Oh, thanks. Hi, everyone. Maybe just a question on the guidance for Bob. In terms of the interest expense going up this year, is there anything you can just sort of give us there in terms of some of the assumptions on refinancing? I wasn't also sure if you're assuming any change in leverage in terms of debt reduction, but perhaps you could just unpack that a little bit more.

Thanks. Sure, Nick. Yeah, so I mentioned the 11th and 10th year over year. A big piece of that is refinancing our debt into a higher rate environment. We have $1.2 billion of debt coming due this year. And you call it in the mid-3s kind of range from having issued that debt quite years ago. So refinancing that in the current environment is dilutive. The volume of debt also, we had the year over year impact of ELP transaction mid-year last year. So we have effectively the first half of that that we're lapping in 24. So together, those two things describe the increase year on year on interest expense. I note we've included interest expense guidance, which is new to us in order to try to help analysts model that, because I know it

can be tricky. But those are the drivers. Our next question comes from the line of

Rich Anderson with Wedbush. Please go ahead.

Thanks, good afternoon. Speaking of Kindred, but also Brookdale and Santir process, if I can call it that. What are the chances that there could be some activity in 2024 to sort of reset the situation in those portfolios such that maybe there'll be a temporary drag to deal with this year so that when 2025 does come around, you've kind of addressed that and you won't have sort of this other issue to deal with in 2025, sort of make next year more of a cleaner picture. Are you thinking that you could do some, have some activity this year preemptively on any one of those three buckets?

Hey, Rich, hi, it's Jess. Let me start with Brookdale.

So Brookdale has the opportunity to extend the lease at the end of this year, to let us know. And then the lease we run through the end of 25, we have a new lease starting in 26. That portfolio is performing well. It's had continued improvement, has good coverage, has growing coverage and resides in markets that we think have around a thousand basis points of upside over the next few years. So we're in a strong position there. We'll see how that plays out, but it's a good situation.

I'm

sorry, go ahead. The Santerre situation, understanding you're kind of working through it, but maybe there's some incremental work that has yet to be done. There's asset sales, there's things that you don't want long-term. I'm just curious if there could be some preemptive work there as well.

Yeah, I mean, as you know, Santerre's gotten off to a favorable start and we've already sold some assets at favorable pricing. I think we'll continue to pick our spots and be opportunistic on that. And then in terms of Kindred, I think we'll be able to certainly say that we'll have more visibility this year, whether or not the financial impact is this year or next year, right now we're thinking about next year. But it's too early to say really what form that would take, but we have the benefit of a lease that runs into May of 2025 and that's a valuable asset.

Okay,

thanks.

Thank you. Our

next question comes from a line of Jim Kammer with Evercore ISI. Please go ahead.

Good afternoon, thank you. Kind of just building actually on Rich's question, in a hypothetical, if Kindred were to not extend come this May, what would the process be and how much has Ventos investigated sort of alternative operators and what maybe costs might be associated with that or any transitional worries that might arise as you kind of shift the portfolio, again, hypothetical, just trying to better understand. Thank you.

Hi, Jim. Yeah, it's kind of funny to be talking about this 25 years after I started, because this is what I was doing 25 years ago. But look, we are really well prepared. We're experienced on this. We have lots of plans and some plans, I would say. It's only really 23 assets in total. So I think that that makes it kind of manageable. And of course, we will try to optimize the NOI of the assets. And it's a puzzle and we have lots of tools that we've used before. And that's really what we're focused on. And I can assure you there will always be kind of alternatives that we have and are ready

to execute in this scenario.

Thank you. Our next question comes from the line of Michael

Griffin with Citigroup. Please go ahead.

Thanks, it's Nick Joseph here with Michael. Just on the acquisition opportunities that you're seeing, you mentioned mid-teens, IRRs, but just curious what the going in yields are. I'm sure it's a range, but just kind of what you're thinking there, what the discount to replacement costs you're seeing on opportunities is, and then just what the funding plans would be for any external growth in 2024.

Hi,

Justin, I'll start with the first part. We are seeing good opportunities in senior housing. We do target opportunities that have a discount to replacement costs. We're seeing around 20 to 30% discounts in the pipeline. In terms of return expectations, you mentioned the low to mid-teens in unlevered IRRs. We also, obviously there's a cap rate as a component of that. We tend to see around seven right now, and there's a little bit of movement up and down depending on the growth of the asset. So, the goal is to be neutral or a creative year one and then have growth in the asset, which is supported by this strong and growing demand in the senior housing sector. And maybe I'll touch on the funding question. Given those returns, Nick, we think that can be an attractive proposition for shareholders. And indeed, we've built into our guidance both 350 million of investments and on balance sheet financing in order to do that. And we think we can achieve both attractive investment alternatives and delivering in the process with those

types of investments. Our next question comes from the line of

Juan Sanabria with BMO Capital Markets. Please go ahead.

Good afternoon. Just a question on... Do you want it? Hello. Just a question on, I guess, the other line items below kind of interest expense. Anything unusual between 23 or 24 or any changes I should say that we should be thinking about? I think about some of the Brookdale non-cash amortization that's running through the numbers that presumably goes away on that lease, the initial lease matures, correct me if I'm wrong, but just trying to see if there's any kind of unusual items from fourth quarter up to 23 that maybe are skewing results relative to expectations from the street. And if you wouldn't mind commenting on expectations on FAD, you gave normalized FSO, but any piece parts on the FAD would be great as well.

Sure.

So in terms of, as you say below the line items, first thing to say is the guidance doesn't assume any changes in the 25 lease situation. And so it's business as usual in 24 in our guidance assumptions. You're correct to say there is a Brookdale amortization from the consideration we received in that restructure a number of years ago being amortized. If and to the extent we have a restructured deal there, that would be affected, but ultimately gonna be an outcome that depends on the deal itself. In terms of FAD, I would say FAD growth, this is operating FAD, I would expect to grow

in line with FFO year over year. Our next question comes from a line that Joshua Dennerline

with Bank of America. Please go ahead.

Yeah, hey guys. Appreciate the time. I was just looking at the presentation you put out and I saw on slide 40, it looks like there's a footnote related to a last action litigation in your shop segment. Do you go over just what that's related to?

Sure.

Yeah, it's Justin.

So it's an issue in California, and the adjustment relates primarily to the class action suit, involves some of our shop properties. We don't really view suits like this to be an ordinary course in our business. They do come up from time to time, especially in California. Because they don't relate to the core business performance, we think

adjustment to the FFO is appropriate. Our next question comes from a line of Mike Mueller

with JP Morgan. Please go ahead.

Hi. Looking at the shop occupancy guide for this year, can you just talk a little bit about the cadence of occupancy? Does it assume more of a normal year for sort of seasonality, or how does it compare to what you experienced in 23?

Hi, Justin. So great question. Appreciate it. There's a page eight in the deck for anyone that has that on the front of them that helps articulate this. So we had 120 basis points of occupancy growth year over year in 2023. We had acceleration of move-ins and occupancy in the third quarter, which led to solid growth in the fourth quarter, which was at 170 basis points year over year. In January, we're already starting at 200 basis points of occupancy year over year. And we are seeing better than typical seasonal results. You know, ending the fourth quarter and starting the year so far, which is really encouraging and supportive of the 250 basis points at the midpoint that we included in our shop guidance. So we have a good run of occupancy growth. And also, move-ins have been really strong as well. I mentioned that they're around 110% versus prior year in the fourth quarter. We continue to see strong move

-ins at the beginning of the year as well. Our next question comes from a line of Michael Stroyak with

Green Street. Please go ahead.

Thanks. So going back to Kindred, and I'll try to ask this in a slightly different way, I know it's too early to say what the ultimate outcome will be. But hypothetically, if you did go down this path as of today, what magnitude of rent reductions do you believe will be required in the near future in order to return those rents to a stable level, either for Kindred or the next operator assuming operations on those properties?

Hi, Michael. Now, remember, we own the assets and we own the EBITS arm in those assets. And that's an important, that's very important. And again, it's too early to say. We have favorable trends in the Brookdale situation. And in Kindred, we hope to have favorable trends as you look out to 2025. So there's a lot more that goes into it when you think about what the outcome is going to be. And we'll be happy to share more with you

as the facts develop.

Our next question comes from a line of Connor

Siversky with Wells Fargo. Please go ahead.

Good afternoon, and thank you for the time. Thank you. I want to jump back to a conversation on the Q2-23 earnings call, excuse me, in regard to the equitized loan portfolio, specifically the outpatient medical assets. You outlined that you were going to put in place a capital improvement plan to bring occupancy back into those assets. So I'm wondering at this time if you could quantify what that capital improvement plan looks like, what occupancy expectations are for those outpatient medical assets, and then what a return profile could look like for that capital improvement plan.

I

mean,

I think the key point, the topic sentence, and we'll get to the answer is, you know, those assets overlapped with our own portfolio in many respects. Our portfolio is over 90% occupied and managed by Pete and the team very effectively. This was under 80%. So there was, there is and was significant occupancy upside as we get in there and self-manage those assets. And now I'll turn it over to the team to take your question.

Yeah, thanks, Palmer. This is Pete. Yeah, we're excited for the ELP portfolio. It gives us, I think over the long haul, an upside. We've been extremely active in absorbing that portfolio and renewing that portfolio. We've transitioned 44 of our locations to Little Bridge Management using the Little Bridge Playbook. We've surveyed all the tenants. We have specific asset plans for each of the buildings. And we're really happy with the results so far. We have increased occupancy by about a percent and we're also well above planned in our underwriting. So as it relates to how we look forward on this portfolio, we expect in 24 to have about a 3% increase in occupancy. And so we're very happy about that. And we will do some upgrades in the common areas and so forth. And you've seen some of the ICE capital in the supplemental here. We'll do a bit more of that. And we'll have kind of normal as you go tenant improvements and commissions. So I don't expect anything extraordinary out of the capital being used

for the ELP portfolio. Our next question comes from the line of Vikram

Mahoultra with Mizuho. Please go ahead.

Hi, good afternoon. Thanks for taking the question. Just two quick, I guess, senior housing questions if you can indulge me. First, just the comments about exit into 24 looking better or I guess acceleration. I'm wondering kind of what gives you that confidence because I may be wrong, but I think the occupancy comp will get harder and the expense comp also gets harder. So I'm just wondering what gives you the confidence of acceleration, number one. And just number two on senior housing. You guys had a great investment in Canada a while ago, you know, through the Maurice investment. I'm just wondering though, the portfolio is now generating like 4% same store arguably into next year. Is there an opportunity in your minds to recycle that into say maybe a US asset where you could get higher growth? Thank you.

Hi, Justin. So let me start with the, you know, the jumping off point at the end of the year. So what's happening this year is we have significant occupancy growth in our plan. Occupancy is, as you know, a lot of it comes during the key selling season. You know, we're off to a pretty good start because we're already outperforming just typical seasonality. But what's most important is what's coming next, which is that kind of May to September period which provides occupancy growth. Typically, we see the numbers that the demand there we see in the underlying performance that we're executing on the demand. So that gives us the confidence that we'll be able to grow occupancy. And then when you have the bill during the year, clearly, you know, that you end up ending the year at a higher NOI. That NOI, the point we're making is it's a good launching pad for 2025 growth when you run that through and then you then you start adding more occupancy on top of that. The other thing that happens is margin expansion. You know, we're in place right now. We're in the, you know, you mentioned Canada is 95% occupied. US is around 80, 81% above a lot of most of our occupancy growth in the US. And when you were just at the early stage of that occupancy band where margin starts to grow and we're at an inflection point. And so we're also looking forward to next year as well as occupancy grows, the operating leverage goes up, margin expansion, you know, could or should be more, you know, in 25. So, you know, we think there's good support for this growth and we're executing and, you know, and it's not, you know, should help a 25 number. And then the demand is such that the runway should be even longer. So we like what we're seeing there. In terms of Canada, you know, we do have a really, really good portfolio there. And I'm really glad you asked about it because it is a, you know, a core like asset, very high quality. Physically, it's very high quality in terms of, you know, execution and occupancy and margin. It's been a consistent performer for us. There's good demand in these markets. It's a great operator, primarily most of the NLI, you know, is the group of recent Canada and we look forward to continuing with that and with that relationship and the compounding growth that it can offer and also opportunities to expand that footprint over time.

And also, if we do new investments, obviously the percentage that that represents of the overall shop portfolio and then task will shrink because the denominator will be growing and emphasized on U.S. senior housing. So that will change the impact as well.

Yeah, and actually, I'll take this opportunity to make one of my other favorite points and that is that the U.S., okay, that grew .5% for us last year in our same store pool and we're expecting mid to high teens, NLI growth and 24. That's the growth engine and that's comparable to the other portfolios. They have similar upside and less stability. Where Canada is what it is, it's high quality and stable. But when you blend the two, obviously, it hampers our growth a little bit and it's being hampered by a very high quality, high performing portfolio and the U.S. is growing

as well as anyone. Okay. Our next question comes from the line of Austin Werschmitt with

KeyBank Capital Markets. Please go ahead.

Great. Thank you. It sounds like kindred is a no-go here, but at least after all these years, I guess it's only 5% of NOI for this master lease and not 50% plus. So, Debbie... 99. 99. Right. That's even before my time. But you did highlight, I want to hit on the acquisition piece a little bit, and you highlighted 300 million of investments you have confidence in completing in the first half of this year. And there's a chance it sounds like maybe that could increase given the target rich environment that you kind of laid out. I guess can you and you or Bob discuss about the funding plans for those assets and maybe where equity fits into the plan? And I'm just curious, given that line of sight, why not issue under the ATM late last year given kind of the favorable move in the stock and more attractive cost of capital you had?

Well stated.

I think Bob, Bob, do you want to talk about funding?

Yeah, as I mentioned earlier, look, the returns on these investments that we're seeing make this attractive from day one to our shareholders in our view, even at the current cost of capital when you look at the numbers. And we started this discussion with investors really late last year at Dayreed where cap rates had changed. And I think the consensus view at that point continues to be that's a good investment. And so effectively, we've built that into our guidance in this 350 million. And I mentioned the opportunity of over-equitizing alongside that, that is also assumed. That being said, in a very disciplined way. I think that's an important part of the narrative. And so there are assumptions around that, but we will be very prudent and always a function of the market.

And I'm glad you asked it too, because I think with FENTAS really giving FFO guidance into 24, that really is in the top 10 of all REITs that we are aiming to have an improved multiple that benefits and rewards shareholders and that represents the cost of capital that can be very effective as we build on the organic growth story and layer on attractive

investments focused on senior housing.

Our next question comes from a line of Ronald Camden

with Morgan Stanley. Please go ahead.

Hey, just a two-parter from me. I just was looking through the DAC-1. I realized that the slide on the NOI recovery opportunity looks like you guys removed it, which was a pretty helpful slide. So I guess the question number one would be that conviction of getting back to a billion, presumably the occupancy still feels pretty good with the guidance. But has anything changed about either the views on the margins or the occupancy and the recovery story to sort of pull that slide? And then question number two, sort of part two, is really it's a sources and uses question because I don't see the redevelopment capbacks or the asset dispositions guidance that you guys provided last time. So could you be a little bit more specific? We know you're going to do 300 plus or minus of acquisitions, but maybe a little bit more specificity about how you're thinking about redevelopment capbacks, dispositions, and even inequity issuance. Thanks.

I like that slide too, but I'll give a suggestion to answer. Yeah,

I like it. But what really dawned on us, quite frankly, is it's not high enough. You know, it really is. You know, we were focused on 80% occupancy and getting back to pre-pandemic cash flows. And, you know, we're kind of moving beyond that because we see that the ceiling can be a lot higher and the demand backdrop supports that. So we want to put a ceiling on the opportunity. We think it's more over time. We've got a good run rate established. We're putting up, you know, 100 million, around 100 million, a little bit more per year in the shop portfolio. So we decide to move on and start to focus on looking forward.

Yes.

One of the things that before I'll hand it to Bob, I just want to mention on that you mentioned capex projects. I just want to throw in something on the senior housing. We did complete 167 projects by the end of 23 and that those those started in October of 22. And so we had a really strong run of getting our portfolio refreshed. We think there's about another 70 that completes by this May for the key selling season and then another group of 82 or so, hopefully by the beginning of next year's key selling season. So we're well past halfway done and and like the opportunity to do more and increase our opportunity to be competitive. That's a good segue to some of the assumptions you asked about in our guidance, especially redev. Let's start there. So, you know, we said our number one use of cash is investing behind senior housing redevs. I know you're seeing the growth that's coming from that and the attractive return. So last year was 210 million round numbers of redev because the projects are starting to come down. And I'd mentioned in previous calls, we're going to normalize over time. We would expect some reduction in that redev spend this year. I'll call it 175 million in 2024. And again, that should normalize over time as these projects complete other assumptions, capital recycling. We are assuming after 450 million of dispositions last year, our current guidance has 100 million. So a significant reduction. And those are very focused on some senior housing non-core assets in that 100 million. And then finally, on the equity assumption to just underscore what I mentioned earlier, we do have in our assumption both investments and the funding of that and the share account is listed

in the assumptions that comes out of that. Our next question comes from a line of

Rich Anderson with Wedbush. Please go ahead.

Sorry to keep things going, but what the heck? I want to ask perhaps an unanswerable question. So you guys lead the league in sort of normalization between neoread FFO and normalized FFO. There's a lot in there. You know, you have 13 cents of normalizing factors in your guidance. To what degree can we, does that offer an opportunity for, I don't know, if something were to materialize during the year, it sort of allows you to maintain your guidance? I'm there's a lot of movement in your presentation that's really difficult to to to model. Let's put it that way. Is there a way to either tighten it up or does it offer opportunity to say, well, you know, we can do something with Kindred this year and we're not going to have to change our guidance in the process? I know unanswerable, but I do feel like it's way more complicated than perhaps it needs to be, is the main point.

I mean, one one part I would comment on is that we are very disciplined about it and don't leave the league in any in this area. We don't want to leave the league in and we can talk about that further. It's a very defined category and

we

use

it as such. I thought what's this? I was going

to say that measuring between narrated FFO and normalized FFO and across peers, I would suggest to you that, you know, they're they're very similar in terms of our numbers and benchmark. Well, I would say

benchmark. How confident you are to hit that 13 cent number, I guess is the question. How predictable is that to you?

Which 13 cent number,

Rich? The other between narrate and normalized FFO. Well,

I think some of those are market based. Importantly, you know, I'll just highlight one, which is Brookdale Warrants.

Yeah,

we have 16 million Brookdale Warrants and that is mark to market every quarter. And there's a lot of volatility in that. And that that flows through between narrate and FFO, normalized adjustment.

Yeah.

And that's impossible to to predict. But we think in terms of portraying the underlying performance of the business is absolutely the right right adjustment to make and normalize. So that's a good example.

OK, thank you.

Well.

Our next question comes from a line of Bickram, the whole truck was Mizzouho. Please go ahead.

Thanks so much for indulging me. I just wanted to clarify the legal costs that were normalized. Is that that are those this legal fees? And but there's is there like an associated potential fine that ventas may be liable for and it is hard to know. Is that just just a one off and we won't hear more about it from from here on. You know, number one and number two, if you could if you could just clarify the 300 million acquisition, how should we think about accretion going forward in terms of like potential cap rates and how you see that flowing to the bottom line? Thank you so much.

OK, it's a typical litigation reserve and it affects us and other reads. And in terms of the acquisition investment opportunities, I think, again, looking at the the pipeline that we have, I think Justin talked about seven percent plus or minus going in cap rates, which is affected by the growth rate leading to low to mid teens. .R.S. which depending on how we fund will be, you know, that's how the accretion obviously in year one will be determined. We're not counting on a lot of accretion in the year one, but rather rather enhancing our growth rate over time. And we think that that those .R.S. are attractive and we want to expand our presence

in U.S. senior housing.

Our final question

comes from a line of Juan Sanabria with BMO Capital Markets. Please go ahead.

I think it's a quick follow up for me, focused around dispositions again. OK, curious if you have a bit of a background on the two R&I assets disposed up in the fourth quarter as to why you chose to sell those, the cap rates looked a little elevated from the outsider's perspective. And then just curious if what your latest thoughts on the San Terry Smith business is, are you kind of happy to hold what's remaining there, which is still fairly substantial, I guess, uncomfortable with that sniff exposure or how are you thinking about that?

Yeah, so on the latter part, as I mentioned, I think we'll be we'll pick our spots on disposing of certain of the center assets over time, including the sniffs. We've been we've sold some at very attractive per bed valuations and we're happy with that. And on the what was the oh, the the the others were embedded purchase options that we got in the acquired portfolio with the universities who have a better cost of capital than God. So they they chose to exercise them.

So that's all that was.

I would now like to turn the call over to

Deborah Kofaro, chairman and CEO for Closing Remarks.

All right, Mandy, thank you very much. And I want to thank everyone for joining us today. It's a pleasure to speak with you and have a chance to answer your questions. We really appreciate your interest in Ventas, your support of Ventas, and we look forward to seeing you again soon.

This concludes today's call. You may now disconnect.