Ventas, Inc.

Thank you for standing by. My name is Gail and I will be your conference operator today. At this time, I would like to welcome everyone to the Ventus fourth quarter and full year 2024 earnings results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, Simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, kindly press star one again. Thank you very much. I will now turn the call over to BJ Grant, Senior Vice President of Investor Relations. Please go ahead.

Thank you, Gail. Good morning, everyone, and welcome to the Ventos fourth quarter and full year 2024 results conference call. Yesterday, we issued our full year and fourth quarter 2024 earnings release. presentation materials, and supplemental information package, which are available on the Ventas website at ir.ventasreit.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 filings, all of which are available on the Ventas website. Certain non-GAAP financial measures will also be discussed on this call, and for reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental information package posted on the Investor Relations website. And with that, I'll turn the call over to Deborah A. Cafaro, Chairman and CEO of Ventas.

Thank you, BJ. I want to welcome all of our shareholders and other participants to the Ventas fourth quarter and full year 2024 earnings call. Ventas really delivered in 2024. Today, I'm happy to discuss our strong results, investment activity, and growth powered by our increasing participation in the unprecedented multi-year growth opportunity in senior housing. With our momentum, I'm also pleased to introduce our favorable expectations for 2025. Building on our strong results and positive outlook, we've also increased our quarterly dividend to stockholders by 7%. We continue to focus on creating value for our stakeholders from our advantage position within the longevity economy as we enable exceptional environments that benefit a large and growing aging population. The company effectively executed on its 1-2-3 strategy in 2024, and I'd like to thank my colleagues for their commitment and excellence. During the year, we took advantage of the unprecedented multi-year growth opportunity in senior housing. We delivered significant senior housing NOI growth from our portfolio, made value-creating investments focused on senior housing, and drove cash flow throughout our portfolio. Let's discuss 2024 results Dent House delivered full-year normalized FFO per share of $3.19, above the high end of our guidance range. Shop Same Store Cash NOI grew nearly 16%, the third year in a row of double-digit growth. As Justin forecast at the beginning of the year, 2024 was a year of occupancy outperformance, with year-over-year occupancy increasing 300 basis points in our Same Store communities. compelling secular demand, de minimis supply, well-positioned communities in favorable markets, and Ventas' Advantage platform came together to deliver results. I also want to recognize the care providers for their outstanding service to residents and their families, including their extraordinary actions during the recent California fires. In 2024, we also completed over $2 billion in accretive investments focused on senior housing. These investments met our well-defined operational and financial criteria and were selected from a much bigger pipeline of opportunities using our competitive advantages in senior housing, which include data analytics, operator relationships, and our experienced, knowledgeable team. These investments, funded with equity, increased our participation in the multi-year growth opportunity through expansion of our senior housing portfolio. They added accretion, improved our FFO per share growth rate, accelerated deleveraging, and created value. As a result of both organic and external growth in SHOP in 2024, our scale grew significantly to $2.2 billion in annualized EBITDA, SHOP reached 43% of our NOI, and our leverage improved to enter our long-term targeted range, all by year-end. With nearly 8% total company same-store cash NOI growth in 2024, we also achieved the third prong of our strategy, driving cash flow growth throughout the portfolio. Compounding NOI growth from outpatient medical research and our triple net lease portfolios supplemented our strong shop performance. We also increased our Ventas Investment Management Platform, or VIM, during the year. Started in 2020, VIM has over $5 billion in assets under management. Looking forward, we are excited about the opportunities ahead. To create value for stockholders, we intend to continue to drive shop growth and expand our shop footprint with accretive investments focused on senior housing. As a result, we expect our shop business to represent over 50% of our NOI by year end. Our 2025 guidance anticipates normalized FFO per share growth of 7% at the midpoint led by shop. If achieved, this profile would put us in the upper echelon of REITs. And even as we focus on growth, we also expect to further enhance our financial strength and flexibility during the year. All the while, we'll maintain our commitment to enabling exceptional environments that benefit a large and growing aging population. So, our value proposition for investors in 2025 is clear. Deliver top-tier 2025 FFO per share growth, property NOI growth, and investment growth, further improve our balance sheet, and top it off with a 7% increase in our quarterly dividend. We are optimistic about 2025 and beyond. Conditions remain favorable for our continued success, and the company continues to build its competitive advantages. We are in it to win it. We are still in the early innings of this multi-year growth opportunity in senior housing. As the over-80 population is surging, construction starts have fallen to historic lows, and new developments generally are not feasible. We also expect to continue to benefit from compelling secular demand, a favorable pricing environment, robust, attractive investment opportunities, positive operating leverage as occupancies rise, and a terrific experienced team whose ranks continue to grow with top talent. With that, I'll turn it over to Justin.

Thank you, Debbie. I'll give updates on our strategy to deliver profitable organic growth in our senior housing portfolio and execute on value-creating external growth. We had a very exciting and successful year on both fronts, starting with organic growth. 2024 marked the third year in a row of double-digit same-store shop NOI growth. I'm very happy with the execution of our Ventas OI-driven shop platform initiatives and collaborative relationships with our high-performing operators. Our occupancy-led results were delivered by contributions across geographies and asset types. Total shop same-store cash NOI growth was 16%, which is at the high end of the guidance range. Full-year same-store shop occupancy grew by 300 basis points versus our initial guidance of 250. In the fourth quarter, our U.S. same-store NOI grew 20% and occupancy grew 370 basis points. We are outperforming our markets in occupancy growth. Our U.S. shop communities in the NIC top 99 markets grew 350 basis points, beating the NIC benchmark by 140 basis points. These results were broad-based across assisted living and independent living. Moving forward, we are highly optimistic about our senior housing business across multiple dimensions. The supply and demand dynamics in our sector are exceptionally favorable. Over the next five years, the US will experience an unprecedented surge in the senior population as the baby boomer generation begins turning 80. This 80 plus age group is projected to grow by 28% during this period, driving significant demand for senior housing. Meanwhile, New construction in our markets remains constrained, with inventory growth at the lowest number on record and new construction starts at an all-time low. These combined factors create an extraordinary net absorption opportunity in the upcoming years unlike anything we have seen before. We just finished the first lap of a long race, as supply-demand characteristics are projected to remain compelling over the next several years. Ventas is in a strong position to continue to drive growth in our shop portfolio. We have favorable competitive positioning driven by Ventas OI with proprietary data analytics and experiential insights, which underscore portfolio actions and optimizes performance. Our expanding network of 29 shop operators has consistently delivered tremendous growth while capturing market share in their respective regions. We are committed to working closely together with them to capture the immense opportunities ahead. We offer a differentiated approach through collaboration and the aligned goal of delivering exceptional care, services, and performance. We continue to execute on our community refresh program, improving the living and working environments of our communities, and therefore improving competitive positioning. We have completed 228 projects at year end, including over 150 refreshed employee break rooms and over 4,500 modernized resident units. We are on pace to complete another 50 refresh projects by the key selling season this year, which should further enhance our ability to drive NOI. Speaking of driving NOI, as previously announced, we are excited to expand our shop portfolio by converting 45 large-scale senior housing communities comprising of about 5,700 units from the triple net structure to shop. This is a great opportunity to reposition low-occupied communities that are located in markets with strong projected net absorption. We have plans to transition these communities to five proven high-performing operators with a strong track record of both transitioning and improving operating performance. We plan to execute the Ventos OI Playbook to drive occupancy, pricing, environmental improvements, and ultimately double the NOI of the 77% occupied portfolio. Assuming this conversion occurs by the end of the year, we project our shop footprint to increase by 8% in number of units and our shop portfolio to increase to account for over 50% of our enterprise NOI. Looking forward to 2025, we are excited to continue our multi-year growth trajectory as we embark on our fourth consecutive year of double-digit NOI growth in our same-store shop portfolio. Same-store shop is expected to grow NOI 11% to 16%. The midpoint of our range is driven by revenue growth of about 8%, average occupancy growth of about 270 basis points, and continued strength in pricing, driving rep for of around 4.5%. Furthermore, we expect operating expense growth of 5%. Per usual, the results will be highly dependent on a successful key selling season and we are assuming a relatively stable inflationary outlook. Once again, we are expecting the U.S. to be the growth engine with continued accelerating occupancy performance with over 300 basis points of growth. January occupancy is off to a strong start. Summarizing organic shop growth, We are coming off a strong year of occupancy driven results and we're excited about the opportunities ahead, as we continue to unleash the power of our advantage shop platform. Moving on to part two of our strategy, we continue to execute on value created external growth focused on senior housing in the fourth quarter and throughout 2024. For the full year, we closed on $1.9 billion of senior housing investments, including $1.4 billion in the fourth quarter alone. These investments fit squarely with our investment criteria, including 7% to 8% expected year one NOI yield, low to mid-teens, unlevered IRRs, and a significant discount to replacement costs. This investment activity meaningfully expands our shop portfolio with the addition of 52 new communities and markets with strong projected net absorption and communities are high performing with upside, including average in place occupancy of 90%. Even with this accelerated pace of external growth, we are maintaining our underwriting discipline. In 2024, we reviewed approximately 18 billion of senior housing opportunities, pursuing approximately 5 billion and ultimately closing on nearly 2 billion. We have a rigorous data-driven process that ensures we are pursuing the best deals for Ventas and investing within our right market, right asset, right operator framework. Our experienced team remains focused on executing our external growth plans, and we intend to expand the team. We expect our pipeline will continue to present a large set of compelling investment opportunities with potential deals coming from a range of owners and a variety of reasons for selling, including debt and fund maturities. Our investment activity also includes a range of seller profiles, with transactions coming from a balanced mix of owner-operators, private equity, developers, and other institutional capital. Looking forward to 2025, we expect to keep our external growth momentum, including line of sight on $1 billion of senior housing investments, which are already in advanced stages. And we expect to be weighted in the first half of the year. Ventas. is a senior housing partner of choice with sellers, brokers, and the entire investment community. This remains true even as there may be more competition for assets as others are seeing the favorable risk-reward in senior housing. Our industry experience, platform capabilities to manage scale, data science, and transaction track record should help to propel our growth prospects moving forward. Our investment team capabilities are second to none. and we are continuously building on our strengths. With that in mind, I'm very excited to announce Alex Russo joining our team as Senior Managing Director of Investments. During his 18 year career at Lazard, Alex has demonstrated exceptional financial and investment acumen, and I expect he will be an instrumental addition to the team as we continue to execute on our value creating external growth focused on senior housing. Now I'll hand the call to Bob.

Thank you, Justin. I'll share some highlights of our 2024 performance and close with our 2025 outlook. I'll start by saying we are pleased with all we accomplished in 2024. We finished 2024 strong with attributable net income per share of 19 cents. 2024 normalized FFO per share of 81 cents in the fourth quarter and $3.19 for the full year represents a 7% year-over-year increase in both periods. The result exceeded the high end of our full year normalized FFO guidance range, led by SHOP's same-store growth and execution on our accretive senior housing investment pipeline. Our total company same-store cash NOI grew nearly 8% year-over-year in 2024, reflecting broad-based property NOI growth across our portfolio, led by 16% growth in SHOP. Our outpatient medical and research business delivered continued compounding growth of 3% in 2024, in line with our expectations. For the full year, research grew 4.6% and outpatient medical increased 2.6%. As Justin described, we closed on approximately $1.9 billion of senior housing investments, funded all equity. We raised $2.2 billion of total equity in 2024 and year-to-date 2025 including approximately $1.2 billion raised since the third quarter at an average share price of $62.90. We currently have $250 million of unsettled forward equity available to fund senior housing investments in 2025. Consistent with our strategy, shop growth and all equity-funded senior housing investments have further strengthened our balance sheet. At 6.0 times, Our Q4 net debt to EBITDA is a 90 basis point improvement year-over-year and has now entered our long-term targeted leverage range of five to six times. We expect continued leverage improvement in 2025 driven by senior housing growth. We ended 2024 with robust liquidity of nearly $4 billion, which included proceeds from our third quarter 2024 senior note issuance, which we subsequently used to pay down $1 billion of maturing debt in the first quarter of 2025. Let's conclude with our full year 2025 outlook. For 2025, we expect net income attributable to common stockholders of $0.48 per share at the midpoint. We expect normalized FFO to range from $3.35 to $3.46 per share, or $3.41 per share at the midpoint, which represents 7% year-over-year growth. in line with the FFO growth we posted in 2024. The $0.22 normalized FFO per share increase is driven by NOI growth in the shop business and a creative senior housing investment activity, partially offset by higher net interest expense, FX, and dilution from a higher share price. Our 2025 total company same-store cash NOI guidance approximates 6.75% year-over-year growth at the midpoint, led by shop. Our guidance includes senior housing investments of approximately $1 billion in 2025 with clear line of sight and waited to close in the first half of the year. We intend to principally equity fund these investments and have already raised $250 million via equity forwards. For the year, we also expect to raise $200 million through capital recycling efforts. Specific to increase net interest expense, our midpoint of guidance assumes an increase of $0.08 compared to 2024, from refinancing maturing debt at a higher rate and lower cash balances year over year. A more fulsome discussion of our 2025 guidance assumptions can be found in our Q4 supplemental and earnings presentation posted to our website. To close, we are really pleased with our 2024 performance, our executing on our growth strategy, and delivering advantage growth in normalized FFO per share. The entire Ventas team is determined to continue this momentum in 2025. With that, I'll turn the call back to the operator.

At this time, I would like to remind everyone that in order to ask a question, press star then the number one on your telephone keypad. Thank you. We will pause for just a moment to compile the Q&A roster. Okay, so your first question comes from the line of Omotayo Otasanya with Deutsche Bank. Please go ahead.

Yes, good morning. So my question actually is about the medical office building side of things. Just looking at the quarter, some occupancy declines, it appears. But in your 2025 guidance, you have pretty strong same-store NOI growth. So I'm just curious. what the kind of trajectory is in that business, whether you're expecting occupancy gains, you know, refilling of some of that space that may have vacated in the year, or how do we kind of think about the fourth quarter results relative to the 25 guidance?

Yeah, thanks, Tayo, for the question. You know, really, it started in 24. We actually did more leasing. We had 15% more leasing than the prior year. And, you know, as you cycle through that instruction and they start coming online, start seeing meaningful results in your NOI. If you look at 24 or 25, we've already done 34% of our leasing plan, which is a terrific start for mid-February. So our plans for 25 assume occupancy gains and the corresponding NOI growth.

Gotcha. Okay, that's helpful. And if I may ask one about the senior housing. Again, everyone's very aware of what's happening in regards to demographic tailwinds and clearly showing up in your results. Curious at this point is what VOI is telling you guys in regards to strategically you should be doing anything different to kind of further kind of capitalize on those demographic a tailwind, especially now you're kind of at the point where, again, occupancy is getting higher and things of that sort, and supply-demand fundamentals clearly are in your favor.

It's Justin. Yeah, so, you know, the whole basis for Ventas OI is to really help us to focus on, you know, markets, assets, and operators. And the data from a market standpoint is extremely helpful because it really underscores all the decisions we make. It's the most important aspect of our investment decisions, disposition decisions, decisions to invest in particular assets. And the key point really is it's hyper-locally focused. And that really gives us the comfort and confidence that if we make that investment, we take certain actions that's going to deliver growth opportunity. and it's going to have sustained opportunity to perform well over time. And that's really the power of the platform. It's looking ahead, you know, near, mid, long term, and ensuring that we're well positioned.

All right. Congrats on the quarter of the outlook.

Thanks, Sarah.

Your next question comes from the line of Michael Griffin with CT. Please go ahead.

Thanks. It's Nick Joseph here with Michael. I just want to touch base on the acquisition strategy targeting more stabilized assets. So something you could talk about kind of the return profile of those where you can kind of push rate versus the occupancy upside and what sort of kind of going in yield and stabilized IRRs you could get there.

Yeah, sure. So we find this to be a very unique opportunity right now where you can invest in high-quality assets that have the combination of delivering yield and growth. Haven't really seen this before. There are opportunities to invest in a variety of different senior housing. We mentioned we had $18 billion that we started to look at. We only pursued $5 billion of that, and really that's because we're extremely focused on the criteria that we set forth, which has helped us to ensure that we're getting the combination we're looking for of yield growth and then ultimately a high-quality, high-performing asset. So the asset that we're pursuing, first and foremost, it's high-performing. These are market leaders. They're 90% occupied assets. but that doesn't mean they don't have occupancy upside. They're in markets that have strong net absorption, and there's another 10% occupancy opportunity plus pricing opportunity, which should only improve as scarcity value increases, and that will come as occupancy continues to grow. We're buying larger communities that have a mix of IL and AL and memory care services. We're in markets that have strong net absorption and a strong affordability. And the unlevered IRRs are low to mid-teens. And that's factoring in, you know, obviously growth. And we tend to use a constant cap rate. So you can have an assurance that it's growth that's really driving that IRR. So we like this opportunity. We're continuing with the same investment criteria in 25 that we used last year. We mentioned the billion that we're pursuing, and that's lining up well with that criteria.

Thanks. That's very helpful. And then just the impact of that, those acquisitions both identified and also potential in 2025. Could it meaningfully move the needle, or is it more kind of future growth that we would see it on a per share basis?

Hey, Nick. It's Bob. Yeah, good news. These acquisitions are accretive from the get-go. All equity funded. Last year we did nearly 1.4 billion in the fourth quarter, so a lot of the activity last year was fourth quarter weighted. And it was 78% yields. Is a creative, so that's certainly part of the 7% year over year growth in normalized FFO per share. The line of sight to the new billion will have lesser contribution, obviously just giving timing in the year. But again, continue to strive to do what we did last year.

Thank you very much.

Thank you.

Your next question comes from the line of John Kalachowski with Wells Fargo. Please go ahead.

Thank you. Maybe just a circled back to that last question and talking about the, the 1 billion acquisition guide. I'm curious what deal flow looks like at this point right now versus maybe this time last year and the fourth quarter, and then maybe how the competitive, the competitive environment is changing and the room for, you know, for you all to drive acquisitions into the second half of 25. Yeah.

Well, first of all, the, the pipeline is bigger than it was this time last year. And, you know, remember we started last year's guide at 350. We ended up 2 billion. This year we have confidence around a billion already. So, you know, that in itself kind of demonstrates the pipeline. But we're seeing more activity. We're seeing more competition. There's certain new players at the table and some that have been around before coming back to the sector again. But it's important that we emphasize competition. why we have a competitive advantage in this asset class. And there's a few reasons. One is the platform itself. The Ventas OI, the data analytics, the experience and capital to well-positioned assets, and then making sure that we are picking the right operators. And one of the reasons I'm so proud of the amount of operators we have is because We are picking operators that have track records in their particular asset classes and in their markets. And we have the scale to manage a platform of multiple operators. It's not about how many, it's about delivering within local markets and we can manage that. So that's a differentiator amongst most of the market that pursues senior housing. This is a platform that's taken many years to grow. It's even turbocharged, I think, in a recent period as we've re-undered the competitive

um you know opportunity with within senior housing and and we we think we'll do well and and we'll look forward to continuing to execute got it and then maybe if we could just jump to development here how close are we in the cycle to having development really start to pencil like what would rev for growth need to be in your models to get there and then typical delivery times just so we can sketch out and maybe like a rate neutral environment when we think supply would likely inflict

right so it doesn't seem like we're anywhere close um you know and it varies by by market um there's a wide range of rents that we think are needed it could be anywhere from 20 to 50 percent higher depending on the market you're looking at we we're not seeing development starts there's not really a big debt financing source for development um and it's on multiple fronts and that the barriers are on multiple fronts anywhere from land costs material costs labor costs and then just the price that's needed really to justify the spend and and it's it's you know it's it's a ways off you know based on what we're seeing now thank you

Your next question comes from the line of Juan Sanabria with BMO Capital Markets. Please go ahead.

Hi, good morning.

Just hoping you could talk a little bit about the R&I business and your views on risks around NIH funding changes as a result of policies by the new administration and the impact or lack thereof on Ventas' assets.

Good morning, Juan. It's Debbie. So I'll just briefly touch on that. As you know, because SHOP is growing at such an accelerated pace within our enterprise, our consolidated research portfolio is about 8% of our total NOI with, you know, 18 distinct universities. And, you know, the U.S. leads the world in biomedical research in part because of funding from The NIH, and so, you know, we generally feel positive about the long-term prospects of biomedical research in the U.S., and there is, as you note, some noise around the NIH grants, you know, at the moment, but at the present time, you know, any changes have been halted, and therefore the grant recipients you know, should continue to receive their full funding. And these institutions generally have a very, very, very, very large research budget of which NIH funding is a minority portion. And of that, the only proposed changes are to a small portion of that. So that hopefully frames it up for you.

Very helpful. Thank you. And then just as my follow-up, maybe you could provide a little color on the $200 million that's for capital recycling via dispositions, the strategy there. You talked about maybe selectively selling skilled nursing before. Is that kind of still on the bucket and what yields we should expect on that $200 million?

Yes, and you've been writing about this, so you know it well, which is You know, we have had a strategy of disposing of the skilled nursing facilities we acquired a year or two ago, and we've done quite a bit of that and have about 150 million pending and would expect that to be the big part of the 200 million to which Bob referred. And we'll recycle that capital into, you know, senior housing investments.

Thanks again.

Thank you.

Your next question comes from the line of Vikram Malhotra with Misuho. Please go ahead.

Morning. Thanks for the question. Congrats on a strong quarter. Maybe just first on the shop side, can you clarify in your guide, are you baking in sort of a typical seasonal pattern in 25, kind of dipping in one queue and then from three queue to four queue, or are you baking in something different?

Yeah, sure. So we do consider kind of a historically normal seasonal pattern in our guide. And we have said we're off to a strong start in January. We'll also be the first to admit that we had very strong counter seasonal results last year. So the new normal could change as demand's picking up. But it doesn't really change one important fact, and that is that we have a heavy reliance on the key selling season. And obviously, I think we're well-positioned to do well, but that's always the most important season because that's where a lot of the net moving activity happens.

Got it. So just to clarify, you're baking in typical occupancy dips and pickups, et cetera, as we go through the year, just as you've seen historically?

Yeah, we were using historical seasonality in our underwriting.

And then in the same store or the overall, I guess, shop portfolio, can you just give us a bit of a sense of how pricing power evolved around kind of different occupancy bands and perhaps what percent of the portfolio is less than 80% occupied today?

Yeah, sure. So I'll take the second one first. It's about 25%, below 80%. I'd like to remind people that the U.S. is 84% occupied. So we have a lot of growth opportunity in terms of occupancy within the shop portfolio in the U.S. Pricing, there's a direct relationship between higher occupancies and higher price. So we'll see, you know, the best being 99% occupied or higher. You know, we have by far and away could be up to 900 basis points better moving rents. REV4 is, you know, up 30, 40% in that range. The next one down, 90, 99, you're seeing exceptional pricing as well. And it's really that kind of below 90% occupancy category where we're not pushing pricing as much. So if you think about where we're positioned, 84%. Debbie mentioned 24 is occupancy-led. 25, we're expecting solid occupancy growth again with good pricing support. And as we get into higher occupancies, we fully expect that they'll have the opportunity to push pricing more over time.

Got it. And then just last clarification on the fund business you have. Can you just talk about, you've talked about the overall deal volume and the pipeline for on balance sheet, but what about the fund and maybe MOBs or life sciences, senior housing? Like how are you thinking about, growing or tapping the fund.

Thanks. Our fund business has been very successful since its inauguration, and we are continuing to grow that. It's been a good performer compared to its benchmarks, and we would expect to continue to use that vehicle for the benefit of the the institutional investors in it as well as you know ventas because we are the general partner and an investor in it so it's a nice additional tool that we have and and have used uh to benefit the overall enterprise and the and the investors in in the fund great uh thanks and congrats again thank you very much

Your next question comes from the line of Richard Anderson with Web Push. Please go ahead.

Hey, thanks. Good morning. So, Justin, I know the focus from an acquisition standpoint is high-performing, 90%-ish type occupancy, but you're kind of jumping out of your shoes talking about the Brookdale opportunity that's 77% occupied and doubling the NOI and all that. I'm just curious why... the focus is on, you know, sort of lower risk, if I could call it that, opportunities as opposed to more value-add activity, given we are in such a sweet spot, you know, in early stages of this fundamental cycle in senior housing.

Yeah, I mean, good comment. I mean, really, we should be looking at aggregate portfolio composition, just like an investor would look at, you know, their aggregate portfolio to look at risk-reward growth, etc., And so I'll turn it over to Justin. Clearly, when you can buy things that have great risk-adjusted return, as we've been doing, we like that. But let's talk about overall portfolio construction.

Yeah, and that's exactly right, because we have a lot of upside in our existing shop portfolio from an occupancy standpoint. And we've taken a lot of actions over the years to make sure we're well positioned within that portfolio to be ready for really what we're seeing today, which is this growing demand environment. And like I said, we're only 84% occupied in the U.S. You know, if you looked at the non-same store group, half of that's acquisitions. The other half is in the 70% occupancies. And so where do we get those communities? Well, we moved a lot of them from TripleNet to shop through conversions. So even without Brookdale, we've already converted Around 100 communities from triple net to shop and that's really been the source for this kind of if you want to call it a value add opportunity where we can really deploy. The events also oh I playbook to the fullest and then a nice compliment to that are these high performing acquisitions that we're making that also have really good returns and growth.

yeah I mean the investments meet the unlevered ir expectations, you know loaded mid teens are expected to deliver that and so. that's pretty good for an asset that is well-performing already.

Okay. And then my second question is, I think someone asked what percentage of your portfolio is below 80%. You said that's 25. What percentage is currently running above whatever the pre-disruption occupancy was, the high 80s? I mean, where do we find proof that you think that the landing point for occupancy in shop is something meaningfully greater than the starting point prior to the pandemic and so on? I wonder if you can sort of give some color around that. Thanks.

I mean, yeah, I mean, you can see, well, the sector is basically there. So you have the industry that's really achieved that in the U.S. They're back to that pre-pandemic level. We have way over half of our portfolios already done that. As we've said, we've been kind of moving communities in that we think have a repositioning opportunity to deliver outsized growth for us. So that's part of the makeup of the portfolio. And, you know, I think the results we've had over the last few years is demonstrating the growth opportunity. And you're seeing our occupancy grow. You're seeing our margin expand. And really, just as we said, it would. So we're right in the... I'll say this, Debbie said it and I said it different analogies. It's, it's, it's, I said it, we just finished like the first lap of a long race because we're just now like really now getting to the period where demographics become really strong. And it happens to be during a period when supply is completely muted. So it's been pretty good the last few years. We're looking forward to more strength moving forward and, and you know, you know, achieving our forecast.

Yeah. Rich, I used a baseball analogy for you.

You're welcome. I appreciate that. Thank you very much.

Yeah.

Appreciate it.

Thanks.

Your next question comes from the line of Michael Carroll with RBC Capital Markets. Please go ahead.

Yeah, thanks. Justin, can you comment on the reason why Ventas might lose a seniors housing transaction? I know in the sub in your prepared remarks, you said that Ventas bidded on $5 billion of deals and closed about $2 billion. So what are the reasons for those misses in 2024? Is it due to price, or is there other reasons that Ventas decides not to move forward with that?

So there's a couple. I'm going to start with why we win deals. And, you know, when we – when you – Look at the $2 billion and the billion that's coming. The obvious first thing is we're the highest bidder. The next is that we had a unique opportunity. And a lot of these deals are owner-operator driven. And they'll like to partner with Ventos as their next capital partner over the long term. And so that's helped us to be well positioned with certain deals that we've won. We've had kind of quasi off market opportunities like that that have driven a lot of the opportunity for us. We have other opportunities where we've transacted with the counterparty before. So they know who they're dealing with on the other side of the table. They know that we deliver on what we say we're going to do. And that really leads to confidence in transacting with us, which helps us to win opportunities. So generally, if we're not winning a deal, there's obviously a disconnect in terms of what we think the value of the asset is versus the player that bought it. So you get outbid in certain cases. Certain times, we may even expect that will happen because it might be a certain type of asset, but we have insights into the market. that others might not have. So, you know, we're liking our success rate. We're usually not shocked if there's a deal that falls out on us, and we usually have a lot of confidence around the deals that are the right fit.

Okay, that's helpful. And who are the peers that typically beat you? Obviously, you don't have to name names, but are they like public REITs or private players? I mean, who are the main competition that – you typically can't complete a deal because they outbid you.

Well, Michael, I mean, this is Debbie. One of the things that Justin said, which I think is very important is we may choose not to bid more because we don't value an asset the way maybe someone else does. Um, part of the secret sauce of course, is bringing these assets on and adding the OI platform and knowing what can be delivered. Um, under our auspices. And so there are plenty in there that we just choose not to bid more because we don't like the risk-reward proposition. And I would say that's the most common characteristic. There are very few deals, very few, where if we want it, we don't get it. That's a much, much smaller number.

Okay, great. Thank you.

Your next question comes from the line of Ronald Kandem with Morgan Stanley. Please go ahead.

Hey, I just had two quick ones. Just wondering if you could touch on expenses a little bit. Just give us a sense of what the labor market is looking at and if that's something that is a concern as we think about going forward.

Yeah, in the shop business, the expense forecast really assumes kind of current inflationary projections. We have 5% all in because that includes wage increases, plus it includes the volume impact of the occupancy. Obviously, the flow through is very strong, which is great. Importantly, the hiring opportunity has been very good for operators. We're on a long trend now of having the ability to fill roles. Retention is strong as well. So I'm going to knock on wood and say the labor market for us has been about as good as we've seen in some time.

Great. That's helpful. And then just on the conversions, I think you talked about you've done 100 and there's this deal. Just as you look at the portfolio, how much more opportunity do you think there is in the next, you know, call it three to five years and more conversions? I know they're tricky, but trying to figure out what the sample size looks like.

That's a good question, and I have to say that the lease portfolio that remains is very strong performing, good coverage, good assets, tenants that are happy with their relative position. There may be some that we can jointly agree to repurpose into a different structure, but I think we've picked most of the opportunities, and now we're really focused on execution.

great. That's it for me. Thanks so much.

Thank you.

Your next question comes from the line of John Polosky with Green Street. Please go ahead.

Hey, thanks for the time. My first question is on capital expenditures. The $285 million in FAT Cap Act, it's up about 15% year-over-year. Is that Should we expect this level to continue for the next few years? And is the Brookdale reposition in Brookdale included in this figure, or is that a separate kind of redevelopment CapEx bucket above the FAD CapEx?

Yeah, I'll take that one. It's Bob. So we were about 250 in 2024 million on FAD CapEx. The guide at 285, call it 30 million higher, is really two-thirds more units from all the activity we just talked about, whether it's investments or conversions from triple net. And one-third just inflation. It kind of describes the difference. So I would expect as we continue to buy more assets and make conversions, including the Brookdale, that will continue at a higher level. But it's really principally volume-based, more units.

Okay. And then, Justin, a follow-up on one data point you threw out that I missed. You referenced REV4 being 30% to 40% higher in your higher occupancy tranche properties versus low occupancy. Is that REV4 growth rates are 30% to 40% higher? Did I catch that right? Or could you expand on that?

Yes. Good question. It's a REV4 growth rate. Yeah. So, you know, there's It demonstrates really what we think is a very exciting opportunity around price in the future as we get our occupancy up over time.

Okay. Thanks for the time.

Thank you.

Your next question comes from the line of Wes Galladay with Bird. Please go ahead.

Hey, good morning everyone. You mentioned competition maybe picking up a little bit for senior housing. Are you starting to see any signs of cap rate compression?

That's a good question. You know, so you know we're we're squarely in the range that we've been targeting all through last year and so far this year that 7 to 8% you know year one yield and their unlevered RRs are are basically the same and so we're still finding opportunities that meet that criteria. And, you know, it's been so far so good focusing on those targeted returns.

And as you know, 10-year rates are up over 100 basis points since even September. So that bears on it as well.

Yeah, we've got to get the Fed to stop cutting.

And that's another area of advantage for us is the access to and pricing of capital.

Fair point. One last one for me would be the San Cherry portfolio. A few years ago, you talked about having some opportunity with the MOB portfolio. Are you starting to see that kick in this year? Is that more of a 2026 thing?

Yeah, hey, thanks for the question, Wes. This is Pete. Yeah, the ELP portfolio, we're really happy with. We've got 79 assets, and we continue to leverage the Little Bridge Playbook and the Little Bridge team. Uh, what was really solid in 24 was, uh, we, we had a material impact on tenant satisfaction. We went from the lowest quartile of tenant satisfaction to the third quartile, which is a terrific step up. We also had great retention last year of 82% TTM occupancy was up 210 basis points. And also, NOI was up substantially, about 4%. So we expect that to carry through.

Okay, thanks for the time.

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

Yeah, just first one on the Brookdale transition. Are you assuming any headwind or benefit to FFO from transitioning those assets to shop from TripleNet in the back half of this year? And just curious what that assumes in the underlying NOI that you identified in the release. I think it was mid $50 million range. Thanks.

Yeah, thanks, Austin.

Yeah, I'll take it. It's Bob. So the assumption in the plan, in the guidance, is that For the vast majority of the year, the assets remain under the triple net lease. That's the way the deal was structured. We can begin to transition them towards the end of the year, but effectively think of it as a triple net segment NOI asset for the vast majority of the year. Where we'll really start to hopefully see some impact is on CapEx as we start to begin the transitions. So it's really more of a 26 story, to be honest, is the way I would think about it.

Understood. I was thinking September those started the transition. Just high level, Justin, you know, you started last year 250 basis points of occupancy games assumed in shop revenue guidance clearly exceeded that. And this year you're starting at 270 bips of upside. So I guess, you know, with that comment earlier about historic seasonality assumed in guidance, what gives you that increased confidence? you know, this year? And do you still think that if the key selling season delivers and you don't see that, you know, seasonal, historically seasonal pattern occur, could there be similar upside?

Yeah, your question in itself almost kind of demonstrates the consideration because there's a lot of what ifs in there. You know, if we outperform the winter and then we outperform the summer. And so, you know, we're mindful of of how much business is obtained during that key selling season. And that really drives a lot of that growth that we're projecting. So certainly, you know, if all that, we check all those boxes, you could see more, but there's a lot of the year to play out still. And we'll go focus on executing and see where we can get.

Your next question comes from the line of Mike Mueller with J.P. Morgan. Please go ahead.

Quick ones on the four new developments that are underway. I guess first for the 8-year-old project that's 100% leased that's being completed this year, why is the stabilization in 2027? And then just kind of an update for the other three that are still leasing up.

Right. So we kind of think of three projects basically. And of those three projects, you know, there are two buildings that are very exciting that are in the Charlotte market that are 80% pre-leased. And so that's really driving the stabilization date because we're consolidating them basically. And so one's 100% pre-leased, and the other one's 60% pre-leased. So those are going well, and we expect to get benefits from that. And they have incredible, really desirable tenants, including Atrium Health, obviously. That's the name. And so that's the update on that. And the other two are kind of coming online and have significant pre-leasing as well. and we're going to continue to try to achieve targeted leasing.

Got it. And maybe if I could squeak one other one in there. Excuse me. You talked a little bit about looking at larger properties with AL, IL, and memory care in there. I guess, what are the high-level thoughts on entry fee communities today?

Yeah. So, you know, there's I mean, if you just step back, you know you have an 80 plus population that is surging. So everything, every service offering that's facing that should have opportunity. That includes entrance fee communities. We don't invest in those currently. Clearly they have a place in the market and they've done well, so I would expect that there's opportunities there. We're rental. We're rental focused and obviously we've had a lot of growth and we expect Really good opportunities moving ahead. Got it. Thank you. Thank you.

Thank you.

Your last question comes from the line of Nick Ulico with Scotiabank. Please go ahead.

Thanks. I just wanted to see if you could give us a bit of a refresher here about how to think about, you know, rev poor growth and senior housing. So, you know, you talk about the 7%. January rent increases. And then for the year, I think the guidance is four and a half percent on rev four. So what's sort of the, you know, the, the, the difference there, I imagine something on new lease pricing and how should we think about, you know, I guess the ability for that dynamic to change.

Yeah. Justin is going to answer that. I mean, generally it's about two, there's a kind of a two thirds relationship between the rev pour and the, the January increases, but I'll, I'll let Justin unpack that a little bit for you.

Yeah. Great. It's a great question. It's a big topic, um, because it's not simple. Um, so, you know, so first of all, in the U S uh, headline number is actually 8% in the U S in terms of rent increases. That's similar to what we did exactly what we did last year. So we feel good about, you know, the U S rent increases. Um, the rest of the year we'll have anniversary rent increases. And usually that's, you know, kind of been in a range around six to 8% or so. Um, and here's how it works. And so you have a rent increase. The rent increase in January is really only impacting about half the population. There's a percentage of the population that were new move-ins, you know, in the fourth quarter and aren't getting an increase. And then you have anniversary increases the rest of the year. So they'll blend in over time. In assisted living and memory care, you have level of care revenue. And that level of care revenue is like 20% assisted living, 30% in memory care, grows over time during the length of stay of the resident. When they're replaced with the new resident, that new resident's coming at a lower acuity and therefore paying a lower level of care charge. And so you have that, that's kind of, that's a drag on your potential rev pour. Another thing that is an area of opportunity really for the sector is to see move-in rents actually equal in-house rent increases. And, you know, we expect to see the improvement in that metric over time, but generally it lags. And so that's how you're getting to that two-thirds result that Debbie's describing. And, you know, but we think that having said that, there's a lot of opportunity given the affordability of the market, the demand at the doorstep. and the fact that occupancies are going up and scarcity values being created.

Okay, that's very helpful. Thanks. And then just second question is on the guidance. I just want to be clear. I mean, it sounds like there's, you know, we should think about the acquisitions being funded with equity. So there is a higher share count and guidance. To be clear, should we be modeling, you know, a billion shares? of equity raise and guidance. And then Bob, I don't know if you have a, uh, sort of a year end debt, net debt to EBITDA, um, sort of outlook.

Uh, yeah. So, um, on the latter point, we, we definitely expect to continue to, to improve net debt to EBITDA. You know, we're now at the high end of the range and we're going to continue to strive to, to drive that even further down. So that's, and that's driven by senior housing, both organically and inorganically. So, yes, check. In terms of the funding, all equity funding, senior housing investments has been a winning formula. And that is our assumption effectively in the model. And as I mentioned, already 250 raised under forward. So we're in good shape in that regard. And the number on the share count reflects that.

All right. Thank you.

All right. Well, I just want to thank everyone for joining us today. We appreciate your interest and support of Ventas, and we're going to continue to try to have an excellent year in 2025.

Thank you so much, ladies and gentlemen. That concludes today's call. Thank you all for joining. You may now disconnect and have a nice day, everyone. Thank you.