Welcome to the 1:00 P.M. Monday session at Citi's 2023 Global Property CEO Conference. I'm Michael Griffin with Citi Research, and we're pleased to have with us Welltower and CEO Shankh Mitra. This session is for Citi clients only. If media or other individuals are on the line, please disconnect now. Disclosures are available on the webcast and at the AV desk. For those in the room or the webcast, you can sign on to liveqa.com and enter code GPC23 to submit any questions if you do not want to raise your hand. Shankh, we'll turn it over to you to introduce Welltower and any members of management who are with you today, provide opening remarks, and then we'll get into Q&A. Thank you. Thank you, Michael. Can you guys hear me? Okay. So we just want to introduce my team, and we'll go directly into Q&A. We have our capital markets team here led by Matt Carrus right there and Krishna Soma. And we have Amanda on the other side, who's also a senior member of our capital markets team. You have our CFO, Tim McHugh, right next to me on my right, and you have John Burkart, our COO, to my left. So I assume you guys know what we do. We don't have to reiterate and just go straight to the Q&A. I'll just probably start by saying, you think about it's a pretty simple proposition of where we are today, where think about let's just break it down, simple stuff. Revenue, which is a function of occupancy rates, all moving in the right direction. Expenses moving in the right direction. Primarily, the biggest component of the expense piece, which is for us, is labor, moving in the right direction, and that sort of creates a very backdrop, really great backdrop for internal growth, and usually, when you have a great internal growth in an asset class, the asset market gets really tight, right? It gets very difficult to grow through acquisition, and we're seeing exactly the opposite. There is a lack of availability of equity capital, debt capital, given what's going on in the world. You guys know it better than I do, so we sort of find ourselves not only all the big levers of revenue and expenses are moving in the right direction, at exactly the same time, we're finding a lot of opportunities to grow very significantly, creatively, and create that long-term future value, so that's just very simple. And I'll probably stop there. Michael, we'll get into Q&A. Thanks, Shankh. We're starting off each of these sessions with the same opening question. I think you just touched on a little bit there, but what are the top three reasons investors should buy Welltower stock today? I wish you asked me that question. I think I just answered it. I will say, again, I reiterate, I think you will be hard-pressed to find a company or a sector, a company that's executing within a sector where it has the market share that we have and driving all aspects of top line, bottom line, as well as externally growing the company in this incredible environment where you're seeing cost of construction has been just skyrocketing, cost of financing has been skyrocketing, and you can buy assets in a very creative way. On top of that, the point I did not touch is probably the biggest source of where our enthusiasm for the company lies today. Beyond macro is what we're trying to do within a sector, bringing people and talent from different industries, industries that I call that has high standards to disrupt a business, frankly speaking, that was ripe for disruption for a long period of time, right? We're trying to professionalize the business. A lot of asset classes have gone through that, multifamily storage, lodging, you just name it. And that's what we're trying to do here. And we think that it will create a lot of upside for our shareholders. So let's get into that topic to start off with, the private letter ruling that gives you the additional flexibility and leverage to grow this operating platform. You've got about 45,000 independent living units and additional opportunity within the development pipeline as well. I know it's early innings, but you brought on John Burkart a couple of years back, Jerry Davis as a strategic advisor, and you talk about these higher standards. So where is the room to run for this? Where is that growth potential and sort of kind of transforming this industry as we've previously known it? Yeah, so it's there we go. Is it working? You got to press the button. I'm pressing the button. It is working. Oh, okay. There we go. Sorry. Yeah, no, I look at the industry, I break it down into components, so you got kind of a multifamily aspect, you have a hospitality aspect, and then a care aspect, and so when we talk about the self-management part in the PLR, we're focused on IL, which includes the multifamily aspect as well as the hospitality. But I think it's important that everyone steps back and realizes it's less important that we actually manage all the assets and more important that we optimize management because we'll ultimately be pushing through our best practices, our platform into areas that we aren't managing, like the AL properties. So we're working with operators right now to perfect different components of that, so it's pretty broad. The opportunities that we see are truly huge. People look for specific examples. One example, you see the multifamily REITs will publish different numbers, and one of them is marketing expense as a percent of revenue. It's like 60 basis points, big picture, somewhere in there. In our industry, it's like 270 basis points. That's 2%. And if we got half that, that's 1% in margins. I mean, there's just a litany of different opportunities that come through there as we start to perfect how these properties are managed and really bring professionalism into the business across the board, providing better data so we have better insight into what's happening. And at the end of the day, provide a better value proposition for the residents and employees. Maybe to touch on that a bit, I think you've done a good job of highlighting those better-performing operators, occupancies running in, call it the mid-90s versus the industry where we've historically known it as call it that mid to high 80s range. I mean, how confident are you able to leverage those best practices that you might be seeing from those operators across your different partners? Absolutely. I took a person that I hired mid-last year from the multifamily. I embedded them into an asset, a 200-unit asset managed by an operator. Obviously, I wasn't happy with the performance. They applied amenity pricing, which effectively is the base of revenue management. They then addressed a few other things on the marketing and sales side, and they moved occupancy 10 points or 10% in four months. We have numerous operators that are operating in the high 90s, and there's opportunity to continue to improve what they're doing, but absolutely confident that it's about you look and say, how confident is McDonald's that they're going to have the same burger across the U.S.? They're 100% confident. It's people, processes, data, technology. Some take longer, but at the end of the day, it doesn't change the outcome and it doesn't change the run rate. And I guess toward that end, just agency labor utilization remains a focus in the industry. I think you've done a good job kind of highlighting the lowered effects of agency labor utilization in your kind of expense pool, but expectations around how that are trending for the rest of the year and any additional thoughts on sort of where it might go from kind of a longer-term sort of trend line? Why don't I start with the longer-term trend line and then Tim can answer other parts on the expectations. I mean, my view is there's no reason why we wouldn't be where the industry started, which is one, one and a half%. And further, as you optimize, that probably has the potential to go even lower. It just wasn't focused on like so many other things. It wasn't considered a big issue and it wasn't focused on, so my view is in the end, that number continues to come down and probably goes below the historic level, but as far as for what the horizon has, I'll let Tim run with that. Yeah, so we started the year or finished 2021, I should say, with agency costs running around north of 7% as a percentage of compensation expenses. As John just mentioned, that historically ran 1-1.5%. We saw a significant run-up of agency costs. As an industry, February 2021 kind of marked the bottom from an occupancy perspective. As it started to run back up, frankly, we chased on the staffing side into a very robust economy. Agencies started to appear in the middle of 2021, peaked at the end of 2021, but certainly kind of dragged in early 2022. That was accentuated by some waves of Omicron, specifically at the end of 2021. We've seen it come down pretty significantly throughout the year. A lot of work on our operator side and internally at Welltower around that. We finished the year below 4%. Our expectation is look at fourth quarter 2022, that run rate kind of holds throughout 2023. Part of the reason rationale around why that trajectory is seen as kind of flattening out in 2023 is just we've seen a much improved labor market, but it still is one that's very tight. So it's more where we've come from and where we are right now versus getting back to something that I think resembles a kind of fully functioning labor market. So I think that's one piece of it. And also the occupancy recovery continues in our business. So incremental labor is being added to the business. So you're still kind of the positive side of that means you're going to have likely a higher than historical run rate on agency. But I think some of the risk management and data exercises around it give us a lot more confidence around not only being able to maintain kind of where we brought it down to, but certainly continue to grind away at it in the short and medium term. Is that RevPOR, is that the largest contributor to the decrease expected in the expense profile that you've highlighted before? Yeah, I mean, it is, but almost purely from a magnitude perspective as well, right? When you're running 60-plus% of your expenses and compensation, it's going to kind of tell the story. Think about some other larger line items that are still a fraction of that. You're seeing some second derivative impact that's already slowing down in food inflation, but things like talked about a lot last year, energy, utilities. It's actually going to be a slight uptick in 2023 versus 2022 because we're really back half of 2022 where we saw that increase. So compensation is the biggest increaser. I think across other expense items, you're seeing either peaking out or actually a slowing down of the increases we saw last year. But compensation is going to really drive where that expense line item goes long term. Then just on some other operating items, just the occupancy and recovery and rental rate growth you're expecting, is there one that you feel more confident about sort of relative to the others or sort of how should we think about that in the context of greater overall growth expectations for this year? So I mean, I think in some ways rent, because of the way it's set, roughly half the portfolio was set either towards the end of last year in the case of one of our larger operators who pulled forward rent increases and the other half, half of the half being set on January 1. You're moving through the year when the rent increases occur and you've already finished more than half of them, so there's a confidence level around RevPOR that certainly I think is probably higher than on the occupancy side, and that's just given what's already been baked versus what's going to play out for the rest of the year. We could just talk on the data analytics platform for a bit. I know you've done a number of investments in there. You've highlighted a couple of case studies in your investor deck, but really the opportunity set around that and maybe provide some examples or ways that investment in this platform can enhance portfolio quality and drive margin upside. So I'm going to start and then John will add. You know we got on that journey probably at this point seven, eight years ago. And so far what we have done is for a better part of the last seven years was focused on capital allocation. We only turned our attention to the operating side with the leadership of John when John came over. So that's sort of the next frontier of where we're focused on. It's not that we're not trying to enhance our platform every day. There's new and newer data sets, right? So I'll give you examples of how things have been turned with COVID. Historically, we're really focused on migration data, right? Migration data on the best way to get migration data was IRS data and ACS data, right? You think about when people file taxes and when they get it, it's a year and a half to two and a half year lag. ACS data is usually two and a half years lag. IRS data is a year and a half lag. During COVID, when people started really moving, we had to rethink and understand, okay, where are people moving not from people are moving from California to, say, Salt Lake City, but are people moving from this part of San Diego to that part of San Diego? We went to cell phone data, okay? That was a long sort of time coming. We're thinking, okay, how do we use handheld device data and mobility data to figure out where people are moving and where they are and all of those things? Just as an example, right? Then we got into, okay, we got that, but we're much more curious on not just where people are moving, where people are moving to. Let's just say ZIP code in LA to a specific ZIP code, a block group really in San Diego or LA to, say, Salt Lake City, but we really want to understand where they live, where they work, how they live. So we got into mobility data. So pretty much if you think about every car that was built after 2015 has a chip. So if you have a relatively new car, you should know that OEM knows where you are on a daily basis, right? On an hourly basis, right? So that data gets aggregated. And we're trying to think, okay, now we have the cell phone data, now we have the mobility data. Now we're thinking about, okay, if we can overlay that with the psychographics information, no different from what American Express has done 25 years ago to figure out who to send a blue card versus a platinum card, we can figure out a lot about our customers, right? And if we can figure out a lot of our customers, what their needs are, then we can more effectively deliver their needs. So that's sort of what we have been trying to do. And then what happened is John came over a couple of years ago and he has been really focused on enhancing, taking that whole platform and focused on much more granular operating data. John, you want to add something to that? Yeah, no, absolutely. We used, incidentally, the platform was a big part of our success in driving down agency cost. And there was a lot of pieces to that, but we use it right now operationally, asset management-wise. But where we're going is part of it is what data that we have. And people think of data, I think pretty simplistically, like just take something like traffic. And best case, you say, okay, we had a piece of traffic. That's neat. But where did the traffic come from? What time of day, day of the week, et cetera, did it come in? And then what was it actually interested in? Was it interested in a studio, one-bedroom, AL, memory care? And then what was the outcome? Did they rent? How long did they lease? And you look at all the different dimensions or elements of traffic, that in part is where the platform is going. And then the platform is built on what I call Alpha, our data analytics platform. And to take that and all of a sudden understand, identify insights or relationships to then drive the business. So it's really modernizing it with other businesses have done. This isn't what I'm doing is not working with SWAG is not necessarily new, but it is new to this business. And the opportunities are pretty dramatic. And you look and say, how do I scale and how do I run all these businesses? Well, I need to have the data and I need to have actionable and insightful reports. And then it kind of leads me to where the opportunities are or issues, ensuring that we're providing the right value proposition. John, maybe to stick on your previous expertise in multifamily and you saw the institutionalization of the asset class over, call it, the last 30 or 40 years to where they're pushing margins in the high 60s, low 70s. Obviously, the labor component of seniors is a bit different, but if the baseline case is coming out of the pandemic, we're back to, call it, high 20s, low 30s margin. You've highlighted some of your operators operating in the 40% margin range. I mean, where do you think that margin could ultimately get to? I know that's the million-dollar question that everybody wants to know, but. Yeah. No, I'll let Tim answer margin questions. But I look and I see just numerous opportunities throughout the operations. And again, I'm focused a lot on the revenue side because it's the big ball, which of course filling it up, but pricing it right and then providing the right value proposition, ensuring that you're properly marketing that, that you don't have windfalls and giving people things that they didn't even understand that they were getting. And there's plenty of opportunities on the expenses, as I mentioned on the marketing is just one example that's chunky. But when Jerry started, he sat down, looks at the world a lot like I do and said, hey, let's look at some numbers. And you start grinding through numbers and you start saying, wow, there's just a lot of opportunity line by line. And that's at the end of the day, that was multifamily. In some sense, it's nickels and dimes and it's boring for probably everybody in this room, but you just chip away at one item after another and just say, why is that there? Why does it cost that much? How do we change this? Can we get a little bit more income off of this? How do we leverage that space to drive value? And that's how it all comes about. As far as exact where it goes, I would just look at some of the examples that you're aware of in the industries, whether it be multifamily and storage and what's happened with margins. And people at the beginning thought, I don't know if this will work and it worked. And I'm sure the same thing will apply here, but I don't have the exact numbers. At least I'm not giving them out. We had a question come in through our live QA feed, and Shankh, I know you talked about kind of the continued recovery and the growth profile within SHOP, but just given all the good things that we're seeing on the top line, same store growth, the recent acquisitions, better expected operations, et c, how should we see this translate down to FFO growth? I know with the 2023 numbers, it's expected same-store SHOPs of about up 5%, but where does that long-term growth profile trend and how should we think about that over the near and medium term? So I think it should follow. So there's two things here. So one, we've got 35%-40% of our portfolio that's triple-net. And then OM to an extent has a large level on triple-net leases. So there's some aspect to which FFO doesn't entirely follow cash NOI, but should over time. And on the RIDEA side, you should see one-for-one flow through. So as you mentioned, there was a few reasons, main one being interest rates, FX. We're also investing in our platform. We talked about this a bit in our call, but increased G&A over year over year. These are ones on the macro side and ones upfront investment that are not going to be continual, call them headwinds as far as that kind of flow through from property NOI down to the bottom lines. There's no reason why you don't see certainly in the medium term, start to see a more normal relationship between NOI growth and FFO growth. And certainly some of this macro stuff, whether or not it unwinds or not, is. There's people smarter than I in this room to guess that. But if it does, some of that comes back in the numbers. So in a lot of ways, it's just been soaked up by some of what's going on on the macro side. Yeah, just want to follow up on your comments earlier about hiring a person who was there four months and improved occupancy from mid-80s to mid-90s. I'm just trying to understand what are the specific steps that they took to improve that occupancy and just so we can get some perspective on is that something unique to that particular asset or is that more universally could be more universally applied? And John, why do you think that we will address that question in a forum like this? I will tell you, to answer your question, there was nothing unique. It was a great asset. It was actually one of the best assets in the country. There's no asset-specific issue, but what we'll not do is to sit in a panel like this and give out a playbook. It's not going to happen. Okay. Then just a separate question. I just want to clarify the numbers with Tim. Today, agency labor is down from 7% to what? And you said it's 1%-1.5% normally? Yeah, 1%-1.5% normally. It finished the year around 3.8% in our assumption for 2023. It kind of sits at 3.7% of compensation in 2023. So I just want to clarify. That's 7% of labor costs or total costs? Labor costs. Correct. So when we're talking about the 1-1.5%, we're talking about the peak and we're talking about kind of where we're currently at. It's agency as a percentage of total compensation. So when you go from 7 - 3.5 and then 3.5 to normalized 1.5, what is the margin improvement on the overall company for that change? Thinking about it less on a static environment, thinking about it on a go-forward growth rate, it probably takes 100-150 basis points off of compensation growth on an annual basis over if it happens over two years, go from 7.5 back to one, 1.5, it'll have about a 1.5% deflating impact on total compensation growth. The margin, of course, then going to be driven from what revenue is doing relative to that. In a vacuum, just how much is labor cost as a% of total cost? Just. Let me try to answer this question. Let me see if I can do it. I believe from agency costs, total drag to the P&L last two quarters cost $130 million. Okay. That was the number that he talked about. Just call it we're not down to half of it, but just call it 60%. So that sort of gives you what's probably baked into the P&L today. It's a significant dollar number. That doesn't go away, right? I mean, so thinking about agency and running two to three times, call it two to two and a half times cost of an FTE. You take agency and you replace it with FTE, it doesn't go to zero. I appreciate that, but it goes back. It's a significant cut, and of course, there's wage inflation on the other side. That's separate. I get it. Correct. Maybe just turning to capital allocation and external growth opportunities. Are there any areas of investment, be it acquisition opportunities or development that may make more sense in today's market? Shankh, I know you've always talked about being an unlevered IRR-focused investors. Are you seeing any change in hurdle rates or any additional commentary around that would be helpful? Yeah. So I think let's just talk about changes, right? If we're sitting 12 months ago here, the only interesting part of the equity world was pretty much senior housing. There was not a lot to buy on the wellness side unless we were really mining one asset, $15 million asset here, $20 million asset there. And because markets were really tight, right? So debt was pretty tight for the wellness side and MOB side. And equity was pretty freely flowing. And that has changed. So you think about today, I have never seen a market where all three product types that we're interested in, but there's no debt, there's no equity, right? If you think about who we compete against, we compete against mostly core funds. And they have very significant outflows. And you guys know what happened with the debt world. Spreads have blown out, base rates have blown out. Lenders are asking for a very significant amount in deposits with all sorts of guarantees and PDs and all sorts of things. So on top of that, equity has gone away. So it's a very targeted environment where for the first time I see, I'm a basis buyer, right? I'm not a cap rate buyer. I'm a basis buyer from my fundamentals. I believe if you can buy assets below replacement cost, what are you doing, right? I mean, there could be exceptions, but why are you buying it? So for the first time I'm seeing opportunities across all three asset classes that we are dealing in, all three countries and up and down capital structure. This is the most target-rich environment that we have seen, frankly speaking. So the other slight difference is now we're seeing assets that are coming with cash flow. People have a lot of exuberance over the last three years has happened. It never made sense to us why people are paying for the assets they are. Maybe we missed something, and the only way they're making it work is with floating rate debt, and if they're really conservative, they put a one-year, two-year floaters. Guess what, guys? It's over. The floaters are coming off. There's a massive amount of floaters that are coming off this year, next year. The jig is over, right, so you got to and your LPs, they're not, they're upside down because of denominator effect, right? I mean, you have public bonds, public equities are down. So no one wants to allocate more capital to the private side, private real estate, private equity, private credit. It doesn't matter what it is, so you're in a really target-rich environment where you can call your price. We had a question come in from Live QA. Just can you give us an update on your investments in the U.K.? Any opportunity to use I believe there's the HC-One loan there as a currency or maybe a purchase option outright to a triple net or a shop basis? I didn't follow that question. What about? Sorry. Opportunity set investment in the UK. And I believe you have the HC-One loan there. Is there any way to purchase the properties within that loan outright? If you think about the HC-One loan, that's the whole loan, right? That's sitting at like 25%-30% LTV. That's the only thing we have done is it's the whole loan stack at an insanely low LTV. We own a very significant portion of the equity upside through a massive warrant that actually sits in front of the loan. Is there an opportunity to convert HC-One debt into equity? Frankly speaking, I'm not interested, right? I really think that it's structured pretty well. And it's structured pretty well to reflect that was a very, very low LTV loan. And we own, as I mentioned, a very significant portion of the equity upside to a warrant. And so that's where we are from that perspective. Now, UK, we actually see opportunities. UK debt market has been disrupted for a long time. We're seeing opportunities in U.K., at least more than we have seen before, right? Banks are finally. European banks are not the first ones to move, right, but we are starting to see some opportunities in U.K. as well. We had another one just come in. So is buying assets today now a better accretive use of capital versus paying off more variable rate debt? The answer is absolutely yes. You just have to run a basic unlevered IRR model and you'll get your answer yourself. Outstanding. We're asking in each of these roundtable sessions a question on ESG. Can you highlight important ESG initiatives that Welltower is undertaking? Yeah. So before I start with that, I think Welltower's approach to ESG has been one to kind of holistic approach across ES and G and do it in a transparent way. So we've got ESG goals tied to executive comp. And as much as we can, we try to tie those to third-party ratings or engagement scores across those categories. I think the main thing that we're working on, which is consistent with others, but certainly is a main focus of ours, is just increasing our data collection. So this is both in preparation what's coming down the pipe at the SEC, like these starting next year, but more so important to us is consistent with what we're trying to do, what John's trying to do with the business as well, which is real estate's in a unique position of being very carbon intensive and having a direct correlation, particularly in kind of a high-cost environment like we've had over the last 12-18 months, having kind of direct returns and easily under writable ROI on spend to reduce emissions. And so in order to do that, in order to reduce, you need to measure. And the measuring part, again, aligns what we're trying to do as a public company on the reporting side, aligns what we're doing on the operational side. Just continuing to increase that is going to be a main focus of ours, certainly last year, this year, and going forward. Oh, we got a question. Just ask kind of how you're thinking about your favorite sources of funds and how you'd fund external growth right now? Favorite source of fund is cash. We're sitting on about $800 million of cash. Beyond that, it just depends on what we're buying. We're constantly looking to see it's a buy versus sell equation on everything we do, right? So if you look at if we're selling assets, we're looking at what's the implied IRR of the asset we're selling. If we're selling equity, we look at what's the implied IRR of what we're selling versus the buy is the same thing. And if there is an opportunity to capture the difference between the two is how we allocate capital. That's how we always have allocated capital. We had another question come in just on the investments. How attractive are preferred investments for owners of assets who are running into refinancing potential issues? I don't really like preferreds as an instrument. I like mezzanine purely because I actually foreclose. Everybody who I give money to knows that I will foreclose, unlike banks, that if I don't get my money back. So mezz as an instrument, I like more than preferred. I'll do anything at a right LTV level at a right price. I'll tell you some of my favorite structures are participating mezz, not just a straight mezz, but a participating mezz. Pref is I'm not going to say I wouldn't do it. It's just not my favorite part of that capital stack. I would rather do equity without knowing an asset, without knowing a situation. Maybe just one question on the Integra joint venture. Just any update on this new operating partner and kind of performance expectations there? What are these operators doing right that maybe the previous operating partner might not have been able to do? I'll start with that. So just as a reminder, Integra is not an operating partner. So Integra is the capital partner we have is essentially asset managing the joint venture. There's a handful of 22 different operators who are taking over facilities. 80% of them north of that are now transitioning new operators. I don't want to add anything as far as. Look, I mean, if you look at the numbers, the revenue line was there. It was the biggest focus on the cost, right? I mean, that's what our previous operator really couldn't execute on, and the cost, particularly on the labor side, really agency labor side really swelled, and I quantified this, and that's what the new operators are focused on, right? If you have to use $30-$40 million a month of agency labor to run a portfolio, you're going to have problems. There's no question about that. That number is meaningfully higher than our entire senior housing portfolio have done at its peak. That sort of tells you the opportunity set that's there. Shankh, what is the number one thing you're spending most of your time on right now? My time on this is helping John to get the operating platform going, right? I'm really focused on bringing talent to the company, getting all the support they need to get to professionalize this business. I fundamentally believe that we can get to a value proposition which is meaningfully better customer service, meaningfully better proposition for people who work in the communities, as well as a meaningfully better proposition for the capital. There's a tremendous opportunity to professionalize the business. So it sounds like Welltower is open for business if anybody's looking for jobs out there. Yes, we are. All right. Lastly, to finish up with my three rapid-fire questions. Best real estate decision today? Buy, sell, develop, redevelop, or pause? Easily buy. Same store growth expectations for 2024 for SHOP? Pass. All right. Just write nothing. Spreadsheet. More, fewer, or the same healthcare publicly traded REITs a year from now? Same.