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News Release: Ventas Reports 2020 Fourth Quarter and Full Year Results

FEBRUARY 18, 2021

“During 2020, Ventas’s diverse portfolio, financial strength, experienced team, and committed operating partners enabled the Company to remain strong and stable. We are proud of our work throughout the year to prioritize health and safety and enhance our ESG profile, while continuing to advance our strategic growth objectives and delivering results ahead of expectations despite the enormous challenges posed by the COVID-19 pandemic,” said Debra A. Cafaro, Ventas Chairman and CEO. “In particular, results were bolstered by our Office and Triple-Net Healthcare businesses which continued their positive performance.”

Cafaro continued, “COVID-19 presented the most difficult clinical conditions across the country between November 2020 and through January of this year. As a result, occupancy in our Senior Housing Operating Portfolio (“SHOP”), after benefitting from steadily improving trends through October 2020, declined in the fourth quarter and into 2021, as operators experienced elevated move-outs and limited tours and move-ins to keep residents safe.

“At the same time, virtually all of our U.S. SHOP communities have already received the first dose of the vaccine, with nearly 90 percent scheduled to receive the second dose this month, protecting vulnerable older Americans in our communities. We are grateful that approximately 30,000 residents in our SHOP communities have been vaccinated against COVID-19.

“We are pleased that clinical trends in our SHOP communities have already begun to improve significantly. Leading indicators and demand are again showing strength, with leads in January at the highest level since the beginning of the pandemic. Operators are also beginning to safely reopen communities to tours and new move-ins and to offer a richer lifestyle to benefit residents and their families.

“Over the long term, resilient demand for senior housing and the strong value proposition senior housing offers to residents and their families, together with our high quality, diversified portfolio, position Ventas favorably to deliver value to our stakeholders,” Cafaro concluded.

Full Year and Fourth Quarter 2020 Results
(per share)

Year Ended December 31

2020

2019

$ Change

% Change

Net Income (Loss) Attributable to Common Stockholders (“Attributable Net Income (Loss)”)

$1.17

$1.17

($0.00)

(0.4%)

Nareit FFO*

$3.37

$3.88

($0.51)

(13.1%)

Normalized FFO*

$3.32

$3.85

($0.53)

(13.8%)

Quarter Ended December 31

2020

2019

$ Change

% Change

Attributable Net Income (Loss)

$0.29

$0.03

$0.26

861.8%

Nareit FFO*

$0.92

$0.94

($0.02)

(2.1%)

Normalized FFO*

$0.83

$0.93

($0.10)

(10.8%)

*

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.

Select 2020 Highlights

  • Ensured financial strength and flexibility:
    • $3 billion year-end liquidity
    • 37 percent year-end Total Indebtedness to Gross Asset Value
    • $0.5 billion lower Net Debt at year end 2020 compared to year end 2019
    • 6.1x full year Net Debt to Adjusted Pro Forma EBITDA
  • Consistently prioritized the health and safety of employees, residents, tenants and our operators and managers; served as a critical resource for information and best practices; and led our industry in providing COVID-19 testing and financial support to tenants and operators who were adversely affected by the pandemic.
  • Proactively addressed the impact of the COVID-19 pandemic in our Triple-Net (“NNN”) senior housing portfolio, announcing mutually beneficial arrangements with multiple tenants, including the two largest NNN senior housing tenants: Brookdale Senior Living Inc. (“Brookdale”) and Holiday Retirement, receiving over $335 million in total up-front consideration.
  • Advanced ground-up development of four Research & Innovation (“R&I”) properties containing nearly 1.5 million square feet and continued to expand Ventas’s footprint with partner Le Groupe Maurice (“LGM”), opening nearly 800 new units in two communities in Quebec.
  • Received loan repayment and disposition proceeds approaching $1 billion at an average cash yield of 5.3 percent.
  • Established the Company’s 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 $3 billion of assets under management.
  • Expanded the Ventas Board of Directors (the “Board”) when Marguerite Nader, CEO of Equity Lifestyles, joined our diverse Board.
  • Received numerous ESG recognitions, including: the 2020 Nareit Health Care “Leader in the Light” award for a fourth consecutive year; the Bloomberg Gender-Equality Index for the first time; the 2020 Dow Jones Sustainability World Index for the second consecutive year; and maintained our industry leading position in GRESB.

Fourth Quarter 2020 Property Results

4Q20 (Quarterly Pools)
Year-Over-Year
Same-Store Cash NOI* Growth

Assets

% Change

SHOP1

377

(24.7%)

NNN

362

(10.0%)

Office

357

2.9%

Total Company

1,096

(11.8%)

4Q20 (Sequential Pools)
Sequential
Same-Store Cash NOI* Growth

Assets

% Change

% Change
(excl. BKD)2

SHOP1

420

13.4%

NNN

363

(52.9%)

(0.6%)

Office

362

1.5%

Total Company

1,145

(26.1%)

4.4%

*

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.

1

Senior Housing Operating Portfolio (“SHOP”) Same-Store Cash NOI reflects grants received in 4Q20 under the Provider Relief Fund administered by the Department of Health and Human Services (the “HHS Grants”). 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.

2

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 received in July 2020 as part of such modification.

Same Store Property Results: Fourth Quarter 2020 Compared to Third Quarter 2020

  • Company sequential same-store fourth quarter cash net operating income (“NOI”) declined 26.1 percent due to the receipt of $162 million from Brookdale in connection with a lease resolution in the third quarter (the “Brookdale Consideration”). Excluding the Brookdale Consideration, Company sequential same-store fourth quarter cash NOI grew 4.4 percent, primarily as a result of the receipt in the fourth quarter of $35 million of HHS Grants, which partially mitigate COVID-19 losses incurred by our SHOP communities.
  • Senior Housing Operating Portfolio (30 percent of Total Portfolio)
    • NOI: For the fourth quarter 2020, sequential same-store pool (420 assets) cash NOI increased by 13.4 percent compared to the third quarter driven by the HHS Grants.
    • Occupancy: Average occupancy declined sequentially by 90 basis points from the third quarter to the fourth quarter. Consistent with national trends, accelerating positive COVID-19 cases in November and December in Ventas communities restricted new move ins compared to the third quarter and October. In addition, move out activity also increased in the fourth quarter, and was correlated to geographies with higher COVID-19 incidence.
    • Revenues: Revenues declined sequentially by 2.9 percent as a result of occupancy declines together with heightened intentional discounting and incentives necessitated by the pandemic.
    • Operating Expenses: Operating expenses decreased $32 million sequentially. Excluding the HHS Grants, operating expenses increased approximately $3 million sequentially due to the heightened COVID-19 activity and related testing and labor costs incurred in the quarter.
  • NNN Portfolio (35 percent of Total Portfolio)
    • For the fourth quarter 2020, sequential same-store pool (363 assets) cash NOI decreased 0.6 percent compared to the third quarter excluding the Brookdale Consideration. Further adjusting for a $3 million payment from a tenant received in Q3, it grew modestly.
    • Substantially all expected fourth quarter 2020 rent has been received from the Company’s NNN tenants.
  • Office Portfolio (30 percent of Total Portfolio)
    • The Office portfolio grew same-store cash NOI 1.5 percent in the fourth quarter versus the third quarter 2020. Performance was led by the Company’s R&I business.
    • The Company received over 99 percent of fourth quarter 2020 rent from the Company’s Office tenants.

Recent Developments

  • Expanded the Board with the appointment of Maurice Smith, President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), on February 1, 2021. Smith is a national leader in healthcare, with over 25 years of experience in financial, strategic and operations leadership in the health insurance industry. HCSC is the largest customer owned health insurer in the United States, covering over 16 million members across its Blue Cross and Blue Shield health plans in five states and generating annual revenues of $46 billion.
  • Paid its fourth quarter 2020 dividend of $0.45 per share on January 20, 2021 to stockholders of record on January 4, 2021.
  • Closed a new four-year $2.75 billion unsecured credit facility (the “Credit Facility”). The Credit Facility was oversubscribed with strong support from 24 new and incumbent financial institutions. The Credit Facility is initially priced at 82.5 basis points over LIBOR based on the Company’s debt ratings, and the maturity date is January 2025.
  • Established a Partnership with the Real Estate Executive Council’s Diversity Initiative as the “Founding Diversity Partner – Healthcare Real Estate.”

First Quarter 2021 Guidance

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 Attributable Net Income (Loss), Nareit FFO and Normalized FFO within the following ranges:

1Q21 Guidance

Per Share

Low

High

Attributable Net Income (Loss)

($0.07)

($0.01)

Nareit FFO*

$0.55

$0.59

Normalized FFO*

$0.66

$0.71

*

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.

Key assumptions underlying the fourth quarter 2020 to the first quarter 2021 Normalized FFO include, among other things, that average occupancy in the Company’s sequential same-store SHOP business declines 250 to 325 basis points in the first quarter 2021 compared to the fourth quarter 2020, and expenses remain elevated, partially offset by positive in-house rate increases in January. Other first quarter 2021 assumptions are set forth below:

Increase / (Decrease) to
Normalized FFO/sh.

1Q21 Guidance Midpoint
vs. 4Q20 Actuals

4Q20 Normalized FFO*

$0.83

HHS Grants received in 4Q20 in SHOP segment

(0.09)

Unconsolidated entities special income items**

(0.04)

$0.70

Impact of late 4Q20 senior housing dispositions and transitions

(0.01)

NOI driven principally by SHOP ex. HHS Grants

(0.05)

HHS Grants received to date in 1Q21 in SHOP segment

0.04

1Q21 Normalized FFO* Guidance Midpoint

$0.68

*

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.

**

Refers to receipt of HHS Grants and fees by our unconsolidated entities.

2021 Liquidity, G&A and Capital Activities and Expectations

  • As of February 16, 2021, the Company has robust liquidity of $3.0 billion, including $2.7 billion of undrawn revolver capacity and $0.3 billion in cash and cash equivalents on hand, and no commercial paper outstanding.
  • On March 15, 2021, Ventas will fully repay $400 million in outstanding aggregate principal amount of its 3.10% senior notes due January 2023, principally using cash on hand, as reflected in its February notice of redemption. The redemption includes a make whole premium of 4.88 percent, plus accrued and unpaid interest.
  • The Company is targeting approximately $1.0 billion in asset dispositions across asset classes in the second half of 2021. Proceeds from dispositions are expected to be used to reduce indebtedness and to fund future growth through development and redevelopment capital expenditures of $0.5 billion, principally in the Office segment and with Le Groupe Maurice.
  • Following the reduction in the corporate cost structure implemented in 2020, the Company expects full year 2021 general and administrative expenses to range from approximately $135 million to $140 million.

A presentation outlining the Company’s fourth quarter results as well as first quarter 2021 business, clinical, vaccine and operating trends is posted to the Events & Presentations section of Ventas’s website at ir.ventasreit.com/events-and-presentations.

Fourth Quarter and Full Year 2020 Results Conference Call and Investor Presentation

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (833) 979-2853 (or +1 (236) 714-2928 for international callers), and the participant passcode is “Ventas.” A live webcast can be accessed from ir.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 3749905, beginning on February 18, 2021, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.

About Ventas

Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures: combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns on a strong balance sheet, ultimately rewarding Ventas shareholders. As of December 31, 2020, Ventas owned or managed through unconsolidated real estate entities approximately 1,200 properties.

Non-GAAP Financial Measures

This press release includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. 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 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.

Cautionary Statements

Certain of the information contained herein, including intra-quarter operating information and 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.

This press release 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; and (p) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

Sarah Whitford

(877) 4-VENTAS

Source: Ventas, Inc.

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