2020 HIGHLIGHTS AND 2021 BUSINESS UPDATE

February 18, 2021

Table of Contents

  • 2020 Highlights

  • 2021 Business Update

Liquidity, G&A and Capital Activities and Expectations

Cautionary Statements & Non-GAAP Presentation

3-5

6 - 15

16 - 17

18

2020 HIGHLIGHTS

Select 2020 Highlights

Strong and stable in 2020 with diverse portfolio, financial strength, experienced team and committed partners despite pandemic; advanced strategic growth objectives

4Q and FY20 Enterprise Earnings Per Share

  • Ensured financial strength and flexibility:

    • o $3B year-end liquidity

    • o 37% year-end Total Indebtedness to Gross Asset Value

    • o $0.5B lower Net Debt at year end 2020 vs. year end 2019

    • o 6.1x full year Net Debt to Adjusted Pro Forma EBITDA1

  • Consistently prioritized health and safety of employees, residents, tenants and our operators and managers; served as a critical resource for information and best practices; and led the industry in providing COVID-19 testing and financial support to tenants and operators adversely affected by the pandemic

  • Proactively addressed the impact of the COVID-19 pandemic in our NNN senior housing portfolio, announcing mutually beneficial arrangements with multiple tenants, including the two largest NNN senior housing tenants: Brookdale and Holiday, receiving over $335M in total up-front consideration

  • Advanced ground-up development of four R&I properties containing nearly 1.5M square feet and continued to expand Ventas's footprint with partner Le Groupe Maurice, opening nearly 800 new units in two communities in Quebec

  • Received loan repayment and disposition proceeds approaching $1B at a 5.3% average cash yield

  • Established a third-party capital platform, Ventas Investment Management ("VIM"), bringing together our preexisting and new third-party capital ventures under one umbrella. These include the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the "Ventas Fund"), formed in March 2020 and our R&I development joint venture with GIC created in October 2020. VIM now has over $3B of assets under management

  • Expanded the Ventas Board of Directors with the addition of Marguerite Nader, CEO of Equity Lifestyles

  • Received numerous ESG recognitions, including: the 2020 Nareit Health Care "Leader in the Light" award for a 4th consecutive year; the 2020 Bloomberg Gender-Equality Index for the first time; the 2020 Dow Jones Sustainability World Index for the 2nd consecutive year; and maintained our industry leading position in GRESB

1. This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables in our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure

Fourth Quarter 2020 Property Results

Key Highlights for 4Q20 vs. 3Q20 Sequential Same-Store (SS) Performance

SS Cash NOI Growth

SHOP (30% of Total Portfolio)

  • NOI: Increased 13.4% driven by receipt of grants from the HHS Provider Relief Fund ("HHS Grants"); excluding the HHS Grants, declined 15.4%

  • Occupancy: Average occupancy declined 90 bps to 79.1%

    • o Consistent with national trends, accelerating positive COVID-19 cases in November and December in Ventas communities restricted new move-ins compared to 3Q20 and October.

    • o Move-out activity also increased in 4Q20, and was correlated to geographies with higher COVID-19 incidence

    4Q20

    3Q20

    % Growth

    % Growth

    (Excl. BKD Cons3)

    Total Portfolio SS Cash NOI1

    $408M

    $553M

    (26.1%)

    4.4%

    Segment SS Cash NOI

    SHOP2

    $136M

    $120M

    13.4%

    NNN

    $145M

    $307M

    (52.9%)

    (0.6%)

    Office

    $128M

    $126M

    1.5%

  • Revenues: Declined 2.9% as a result of occupancy declines together with heightened intentional discounting and incentives necessitated by the pandemic

  • Operating Expenses: Decreased $32M; excluding the impact of HHS Grants, OpEx increased approximately $3M due to heightened COVID-19 activity and related testing and labor costs

Quarterly Pool

NNN (35% of Total Portfolio)

  • Cash NOI decreased 0.6% excluding the Brookdale Consideration2

  • Further adjusting for a $3M payment from a tenant received in 3Q20, cash NOI grew modestly

  • Substantially all expected 4Q20 total portfolio NNN rent has been received from the Company's NNN tenants

4Q20

4Q19

% Growth

Total Portfolio SS Cash NOI1

$391M

$443M

(11.8%)

Segment SS Cash NOI

SHOP2

$121M

$160M

(24.7%)

NNN

$144M

$160M

(10.0%)

Office

$126M

$122M

2.9%

Office (30% of Total Portfolio)

  • Cash NOI grew 1.5%; performance was led by the Company's R&I business

  • Received over 99% of 4Q20 total portfolio Office contractual rent

1. This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables in our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure; 2. SHOP Same-Store Cash NOI includes HHS Grants received in 4Q20 to partially offset direct COVID-19 costs incurred by the Company to-date. The HHS Grants are recorded as a contra expense within SHOP operating expenses. HHS Grants received in the Quarterly Pools and Sequential Pools in 4Q20 are ~$33.0M and ~$34.5M, respectively; 3. Due to the material impact of the Brookdale lease modification to 3Q20 Same-Store Cash NOI, NNN and Total Same-Store growth are separately presented excluding the benefit of ~$161.5M in upfront cash consideration ("BKD Cons") received in July 2020 as part of such modification

2021 BUSINESS UPDATE

Recent Highlights and First Quarter 2021 Guidance

Recent Highlights

First Quarter 2021 Guidance1

  • Expanded the Ventas Board with the appointment of Maurice Smith, President and Chief Executive Officer of Health Care Service Corporation ("HCSC")

    • o Smith is a national leader in healthcare, >25 years of experience in financial, strategic and operations leadership in the health insurance industry

    • o HCSC is the largest customer owned health insurer in the United States with 16M members and revenues of $46B

  • Paid 4Q20 dividend of $0.45 per share on January 20, 2021

  • Established a partnership with the Real Estate Executive Council's Diversity Initiative as the "Founding Diversity Partner - Healthcare Real Estate"

  • Opened R&I ground-up development anchored by Arizona State University

  • Opened Ardent Cancer Center

The Company expects the COVID-19 pandemic to continue to affect its business results in the first quarter and its trajectory and ultimate impact remain highly uncertain

The Company currently expects to report first quarter 2021 Net Income (Loss) Attributable to Common Stockholders, Nareit FFO and Normalized FFO within the following ranges:

Nareit FFO2

Normalized FFO2

$0.55 - $0.59

$0.66 - $0.71

1. The Company's guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company's expectations depending on factors discussed herein and in the Company's filings with the Securities and Exchange Commission; 2. This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure

First Quarter 2021 Guidance Building Blocks

Norm FFO / Sh. Bridge: 4Q20 Actual to 1Q21 Guidance Midpoint

Increase / (Decrease) to

Normalized FFO/sh.

1Q21 Key Sequential Same-Store Property Assumptions

Key Assumptions

4Q20 Normalized FFO1

$0.83

HHS Grants received in 4Q20 in SHOP segment ($0.09)Unconsolidated entities special income items2 ($0.04)

Subtotal

$0.70

Average Occupancy Change

Down 250 bps to 325 bps vs. 4Q20 (4Q20 average occupancy of 79.1%)

Impact of late 4Q20 Senior Housing dispositions and transitions

($0.01)

Positive vs. 4Q20 due to January rate increases

NOI driven principally by SHOP ex. HHS Grants

HHS Grants received to date in 1Q21 in SHOP segment

1Q21 Normalized FFO/sh.1 Guidance Midpoint

Remains elevated due to the impact of COVID

$0.68

1. This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables in our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure; 2. Refers to receipt of HHS Grants and fees by our unconsolidated entities

U.S. Confirmed COVID-19 Cases and Deaths1

  • 1. Johns Hopkins COVID database as of 2/16/21; Reflects 1 Week Averages

  • 2. Bloomberg COVID-19 Vaccine Tracker

SHOP COVID-19 & Vaccine Trends1

SHOP New Resident COVID-19 Cases & Scheduled Vaccine Clinics

U.S. & Canada New Resident Cases Per Day

% of U.S. IL / AL / MC Communities with at least one completed vaccine clinic

100

90

100%

80

90%

70

80%

70%

60

50

60%

40

50%

30

40%

20

30%

20%

10

0

10%

0%

U.S. SHOP Community Clinics

1. Reflects case data for 4Q20 SHOP total owned assets, incl. HFS Assets (431 assets); 2. VTR COVID case data as of 2/16/21

Key Takeaways

  • ~30K residents and ~18K employees have received a COVID-19 vaccine1

  • New resident cases have improved by >90% since the peak in the second week of January

  • Very high resident adoption rate and growing employee acceptance rate

  • 100% of U.S. AL / MC communities have completed at least first vaccine clinic as of February 12, 2021

  • 86% of all U.S. communities / 92% of U.S. AL / MC communities will have completed at least two vaccine clinics by end of February

COVID-19 Impact To Sales Metrics

COVID-19 Surge From November To January Correlates To Move-In & Move-Out Performance1

  • Lead performance has remained stable despite increases in COVID-19 cases with January leads at highest absolute level since start of pandemic

  • Move-ins lower than 3Q20 and October due to restrictions on tours and move-ins to keep residents safe

  • Move-out activity increase correlated to geographies with higher COVID-19 incidence

More Communities Are Open to Move-Ins in February & Resident Experience is Improving Following Recent COVID-19 Surge1

Operating in a Tightly Restricted Environment

Operating in a Restricted Environment

Operating in a Less Restricted Environment

Segment 1

1. Reflects data available for 422 of 424 Q1 2021 sequential same-store SHOP assets

Segment 2

Segment 3

95% of communities are currently open to move-ins

SHOP Leading Indicator & Occupancy Update1

Customer Leads1

Customer Leads as % of 20191 Shown at Base of Blue Bars

Move-In Trend1

Customer Move-Ins as % of 20191 Shown at Base of Blue Bars

Move-Out Trend1

Customer Move-Outs as % of 20191 Shown at Base of Blue Bars

Spot Point-to-Point Occupancy Trend2

1Q21 Average Occupancy Expected to be Down 250 - 325 bps (76.6% - 75.9%)

vs. 4Q20 Average Occupancy of 79.1%

Commentary

  • January leads at highest absolute level since pandemic began

  • January move-ins modestly improved sequentially both in absolute terms and as a percentage of prior period

  • Move-outs continue to be elevated

October: +49

November: (422)

December: (532)

January: (653)

Net Move-Ins / Move-Outs

Net Move-Ins / Move-Outs

Net Move-Ins / Move-Outs

Net Move-Ins / Move-Outs

1. Leads, move-ins and move-outs based on 422 of 424 1Q21 sequential same-store SHOP assets, as of 1/31/2021; 2. Occupancy reflects 1Q21 424 Sequential Same-Store SHOP assets

COVID-19 U.S. Vaccine Distribution Update

Vaccine Manufacturing & Distribution Accelerating1

  • 28.4M Pfizer vaccines distributed

  • 26.7M Moderna vaccines distributed

  • Manufacturing accelerating:

Pfizer expects to reduce the time to manufacture the vaccine from 110 days to 60

Moderna revised its 2021 manufacturing estimate to 600M doses, with the potential to reach a billion

J&J, if proven safe and effective, aims to manufacture a billion doses to be distributed globally in 2021

  • CDC Vaccine Distribution Plan:

    • o The CDC has developed a three-phase distribution plan for the COVID-19 vaccine2

    • o Senior housing employees and residents are part of Phase 1, with access to the earliest supply

Operator Perspective on Vaccine

"We can't wait for the vaccine to come to every one of our communities so that we can help residents continue living their best lives. From this point forward, the days get brighter. Brighter for our residents. For our staff. For our company. And for our world."

- John Moore, CEO of Atria Senior Living

Nationwide Vaccine Sentiment Improving

  • Nationwide sentiment towards vaccination is improving:

    • o 71% of Americans are willing to get vaccinated, up from 65% in December3

    • o Among seniors, vaccine acceptance is high; more than 7 in 10 seniors say they will definitely get vaccinated, and nearly 9 in 10 say they will definitely or probably get vaccinated4

  • Vaccination uptake is accelerating:

    • o 12% (34M) of U.S. population has received at least one dose of the two-part vaccines1

    • o 5% (15M) of U.S. population has received at least two doses of the two-part vaccines1

1. CDC COVID Data Tracker as of February 16, 2021; 2. As highlighted in the CDC's COVID-19 Vaccination Program Interim Playbook for Jurisdiction Operations; 3. Gallup Research, February 10, 2021; 4. Survey conducted by the U.S. Census Bureau and developed in concert with the Centers for Disease Control and Prevention and the National Center for Health Statistics

Office, NNN & Loans Update

Loans 4%

Latest Office Trends

  • Office Rents: Office tenants paid over 99% of 4Q20 contractual rents. Tenants have already paid 98% of January rents at a pace slightly ahead of the 4Q20 pace.

  • Leasing: VTR Office has achieved 3.4M SF of total leasing which includes 540K SF of new leasing for 2020. MOB TTM retention was 87% and sustained high retention rates of 88% for 4Q20

  • Elective Procedures: As of February 8, 2021, 100% of MOB NOI is in counties that are open for elective procedures

  • Operational Update - MOB: All MOB buildings are open. Clinical activity is gradually rebounding. Paid parking and building activity is improving from 2Q20 levels. While cleaning costs have increased due to COVID-19, to date this increase has been largely offset by lower energy and R&M costs

  • Operational Update - R&I: All R&I buildings are open and are supporting multiple critical research organizations in fighting the pandemic

Latest NNN & Loans Trends

  • NNN Rents: The Company expects to receive substantially all of its anticipated 1Q21 NNN rents

  • NNN Senior Housing Operating & Clinical Update: As of February 12, 2021, 94% of communities are open to move-ins; 96% have completed at least the first vaccine clinic; 85% have never had a case or have not had a case within the last 14 days

  • NNN Senior Housing: Late in Q4 2020, the Company disposed of one NNN senior housing portfolio and transitioned another to a management contract with expected dilution of ~$0.01 per quarter in 2021

  • NNN Senior Housing Coverage: TTM EBITDARM same store stabilized cash flow coverage as of 3Q20 was 1.3x

  • Health Systems: COVID-19 inpatient volume has declined significantly in recent weeks and elective surgical procedures are rebounding. 100% of Ardent's hospitals are in states or counties that are open for elective procedures

  • LTACs: Positive trends in 4Q20 and into 1Q21 with continued high patient volumes

  • Government Support: Healthcare providers have had, and may to continue to have, access to significant government funding in the form of grants, advance payments and loans to create liquidity and partially mitigate losses related to the COVID-19 pandemic

  • Loans: Fully current on interest income from all material loan investments as of February 12, 2021 (including Colony, Holiday and Brookdale)

1. Annualized Adjusted NOI is a means of presenting Ventas' portfolio composition and is not used to monitor the performance of the business. It represents an annualized result of a period's Reported Segment NOI excluding (i) Reported Segment NOI not attributable to owned real estate or loan investments, (ii) Reported Segment NOI related to the non-controlling interest of consolidated real estate joint ventures and (iii) the annualizing impact of certain non-recurring or out-of-period items, and including (x) the effects of transactions and events that were completed during the period, as ifthe transaction or event had been consummated at the beginning of the relevant period, (y) the expected leased-up impact of recently completed developments and (z) Ventas' share of Annualized Adjusted NOI related to nonconsolidated real estate joint ventures; 2. As estimated by operators to be attributable to the Company's properties, based on operators' interpretation of HHS guidance, which is subject to change. Operators' receipt of HHS Grants is subject to their compliance with certain terms and conditions imposed by HHS; there can be no assurance that operators will comply with such terms and conditions or will retain any or all such grants.

Continued Strong Tenant Rent Payments

2Q20

3Q20

4Q20

1Q211

Avg

Avg

Avg

January

February

Office

100%

99%

99%

98%

Healthcare Triple-Net

100%

100%

100%

100%

Senior Housing Triple-Net2

~100%

~100%

~100%

~100%

Benefits of a diversified strategy

1. Data as of February 16, 2021; green circles represent tenant rent payments trending at or ahead of the Q4 2020 pace; 2. Represents tenant rent payments relative to internal expectations.

LIQUIDITY, G&A AND CAPITAL ACTIVITIES AND EXPECTATIONS

2021 Liquidity, G&A, Capital Activities and Expectations

Capital and G&A Expectations

  • Robust Liquidity: As of February 16, 2021, the Company has liquidity of $3.0B

  • New Credit Facility: Closed new 4-year $2.75B unsecured credit facility in January 2021, initially priced at LIBOR + 82.5 bps (based on the Company's debt ratings) and maturing in January 2025

    Liquidity Update

    Cash & Cash Equivalents $0.3

    Commercial Paper Outstanding $0.0

    Undrawn Line of Credit Capacity $2.7

    Total Near-Term Available Liquidity

    $3.0

  • Asset Dispositions: Expect $1.0B in FY21 across asset classes in the second half of 2021 with proceeds used:

    • o To reduce indebtedness

    • o To fund growth through development and redevelopment capex and GIC JV contributions of $0.5B, principally in the Office segment and with LGM

  • Reducing Near-Term Maturities: On March 15, 2021, Ventas will fully repay $400M in outstanding aggregate principal amount of its 3.10% senior notes due January 2023, principally using cash on hand

  • G&A: Following the reduction in corporate cost structure in 2020, the Company expects full year 2021 G&A expenses to range from approximately $135M to $140M

Consolidated Debt Maturity Profile1

  • Modest near-term maturities; weighted average debt maturity of 6.3 years

$1.6B

2021

2022

2023

Term LoansSecured Debt, Secured Credit Facility & OtherSenior Notes

1. Excludes normal monthly principal amortization and Ventas' share of unconsolidated debt. Includes make-whole redemption for $400M of senior notes due 2023.

Cautionary Statements & Non-GAAP Presentation

Certain of the information contained herein, including intra-quarter operating information and the number of confirmed cases of COVID-19, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.

Forward-Looking Statements

This Presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance in our filings with the Securities and Exchange Commission, including those made in the "Risk Factors" section and "Management's Discussion & Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our exposure and the exposure of our tenants, borrowers and managers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, borrowers or managers to increased operating costs and uninsured liabilities; (d) the impact of market and general economic conditions, including economic and financial market events, or events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets and public capital markets; (e) our ability, and the ability of our tenants, borrowers and managers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (f) the risk of bankruptcy, insolvency or financial deterioration of our tenants, borrowers, managers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (g) our ability to identify and consummate future investments in healthcare assets and effectively manage our expansion opportunities and our investments in co-investment vehicles; (h) our ability to attract and retain talented employees; (i) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (j) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, borrowers or managers; (k) increases in the Company's borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (l) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (m) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (n) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (o) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; (p) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

Non-GAAP Presentation

This presentation includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States ("GAAP"). You can find a reconciliation of these non-GAAP financial measures in the Q4 2020 Supplemental, which is available on our website athttps://ir.ventasreit.com/. We believe such measures provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other Real Estate Investment Trusts ("REITs"). Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs. These non-GAAP financial measures should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs.

Readers are cautioned to refer to the Company's periodic filings furnished to or filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are prepared in accordance with GAAP. The information contained herein should be reviewed in conjunction with such filings.

Attachments

  • Original document
  • Permalink

Disclaimer

Ventas Inc. published this content on 18 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2021 09:07:10 UTC.