INVESTOR PRESENTATION - 2020 Guidance & Action Plans - Ventas
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Forward-Looking Statements; Non-GAAP Financials; 2020 Guidance This presentation contains “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. The forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to 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. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company's ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s senior housing communities and medical office buildings are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (j) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (k) consolidation activity in the senior housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; and (l) the other factors set forth in the Company‘s periodic filings with the Securities and Exchange Commission. This presentation contains certain non-GAAP financial measures. You can find a reconciliation of these non-GAAP financial measures in the Investors Relations section of the Company’s website: https://www.ventasreit.com/investor-relations/non-gaap-financial-measures. The Company’s 2020 guidance contained herein is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance the Company will achieve these results. Guidance & Action Plans - February 2020 2
Table of Contents Executive Summary 4 2020 Guidance Building Blocks (4Q 2019 x 4) 5 – 10 A) FFO 6–7 B) Senior Housing 8 C) Office and Healthcare NNN 9 – 12 Investing in Growth 13 – 25 A) Senior Housing Action Plan 14 – 17 B) Perpetual Life Vehicle 18 – 20 C) Development 21 – 25 Commitment to ESG 26 Conclusion 27 Appendix 28 – 29 Guidance & Action Plans - February 2020 3
Executive Summary: 2020 Guidance & Action Plans Delivered 2019 & 4Q enterprise earnings expectations. Same-store segment & portfolio also in line with latest guidance Post Q3, communicated implied Q4 2019 x 4 ($3.64) a “good start point” for 2020 FFO 2020 FFO guidance midpoint of $3.63 per share, despite $1.3B / ($0.08) per share of disposition dilution Does not include new fees, investments or capital market activities Executing senior housing action plan, including:1 • Appointed J. Hutchens EVP, North America Senior Housing – a newly created role that greatly expands leadership • Initiated plans to sell $0.6B of non-core senior housing assets • Have taken initial steps to effectuate institutional JV with respect to Eclipse (“ESL”) portfolio • Accelerating targeted capex • Updated SHOP non-GAAP same store methodologies Sponsored and formed perpetual life vehicle (the “Fund”) as a new growth platform2 Additive to VTR’s investment capacity Momentum in R&I development with strong pipeline for continued expansion 1. There can be no assurance as to Accelerated ESG leadership whether, when or on what terms these transactions will occur. 2. There can be no assurance as to whether, when or on what terms the Cohesive & aligned team committed to stakeholders Fund will close. Guidance & Action Plans - February 2020 4
2020 Guidance Assumptions Full Year 2020 Earnings Guidance (per share) Sources & Uses Range Net Income Attributable to Common Transactions $B Commentary $1.61 - $1.74 Stockholders Sale of non-core senior Strategic senior housing $0.6 Nareit FFO $3.79 - $3.94 housing assets dispositions Normalized FFO $3.56 - $3.69 Other dispositions & loan Includes dispositions initially $0.2 repayments targeted for 2019 Contribution of Fund seed Launching a new business line and Same-Store 2020 vs. 2019 NOI Growth Guidance $0.6 assets seeding with 5 Office assets Range Total Sources $1.3B Total Portfolio Same-Store NOI (1.5%) – 1.0% Principally in the Office segment Segment Same-Store NOI (Re)development spend $0.6 and LGM NNN 1.5% - 2.5% Debt repayment $0.7 SHOP (9.0%) – (4.0%) Total Uses $1.3B Office 3.0% - 4.0% R&I Midpoint 9.0% Medical Office Midpoint 1.75% Guidance & Action Plans - February 2020 6
2020 Earnings Guidance: Adjusted 2019 4Q x 4 Drives 2020 Expectations 4Q19 Normalized FFO/sh. $0.93 4Q 2019 Adjustments ($0.01) • Fees and a cash tax refund that will not carry over into 2020 4Q2019 Adjusted Normalized FFO $0.92 4Q19 Annualized Adjusted Normalized FFO/sh. $3.68 1 Senior Housing (NNN & SHOP) $0.00 • Senior housing flat relative to 4Q 2019 annualized 2 Other Property NOI Growth $0.04 • Continued strength in Office and NNN healthcare 3 Capital Recycling ($0.05) • Rotating out of ~$750M of non-core seniors housing and other assets to fund investment in R&I and LGM developments Asset Contributions to Seed Fund with • Seeding new business platform with proceeds used to reduce debt ($0.6B at 4.9% cash cap rate) 4 Proceeds Used to Repay Debt ($0.03) • Expected to be accretive as assets under management scale 5 Other ($0.01) • Various items 2020 FFO/sh. Guidance Mid-Point $3.63 Guidance midpoint in line with prior communication despite ($0.08)/sh of dilution from incremental dispositions Guidance & Action Plans - February 2020 7
Senior Housing Impacted by 2019 Endpoint and Cumulative Supply SHOP 4Q 2019 x4 Drives 2020 Same-Store VTR U.S. Same-Store SHOP Portfolio Occupancy1 VTR U.S. SS SHOP YoY RevPOR Growth 2020 YoY SHOP same-store NOI growth guidance (9%) – (4%) 87.5% 87.0% 1Q19 2Q19 3Q19 4Q19 2020 SHOP same-store NOI drivers 86.5% 0.2% 0.4% 0.3% 0.6% Occupancy gapped out (170bps) 1. 2H19 revenue trajectory lowered 2020 starting point 86.0% (130bps) YoY in Sep. YoY gap in 4Q19 85.5% and at 2. Cumulative supply 12/31 85.0% 84.5% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2018 2019 Eclipse Impacted 2019 Same-Store SHOP Results Triple-net Senior Housing Guidance & Run Rate YoY Growth 2019 4Q 2019 $10M impact in 2019 (incorporated in 4Q 2019 run rate) SHOP Same-Store Growth (4.4%) (7.5%) becomes $20M in 2020 (Reported) SHOP Same-Store Growth (Excluding ESL) (3.1%) (4.0%) Earnings guidance range incorporates incremental impact if appropriate ESL experienced unique performance issues 1. Based on 2019 U.S. same-store pool of 299 properties. Guidance & Action Plans - February 2020 8
Growth from Office & Healthcare NNN Portfolios International Hospitals 1% Skilled Nursing 1% Loans IRFs & LTACs Office and NNN Healthcare (42% of NOI) 4% Health 2020 Guidance 7% NNN Systems NNN Healthcare: steady growth with continued HEALTHCARE 6% strong performance from Ardent 15% Office: 3.5% same-store NOI growth at midpoint Medical Office ~$2B NOI o MOB: steady 1.75% growth at midpoint 20% 53% o R&I: robust 9.0% growth at midpoint led by OFFICE developments, complemented by solid organic 27% growth 7% Senior Housing R&I (Operating & NNN) Note: Data per 4Q19 filings as of 2/20/2020. Guidance & Action Plans - February 2020 9
Office & Triple-Net Healthcare R&I: Forward Facing with Exceptional Performance Continued Strong Performance from Ardent YoY Same-Store Cash NOI Growth & Occupancy Stable EBITDARM Coverage YoY Same-Store NOI Growth Occupancy (Same-Store) 97% 12.6% 12.2% 10.6% 8.6% 3.1x 3.1x 3.1x 3.0x 4.6% Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q4'18 Q1'19 Q2'19 Q3'19 Strong Industry Drivers in R&I Miami Science & Technology Park The Chesterfield Biotech Market Value & Biotechs with >$1B $900 Biotechs >$1B (Count) $803 Total Mkt. Value ($B) 140 $800 120 $700 112 $600 100 $327 $500 $308 80 $400 60 $300 40 $200 $100 33 38 20 $0 0 2006 2012 2018 Note: Data per 4Q19 filings as of 2/20/2020. Guidance & Action Plans - February 2020 10
Leading National Medical Office (MOB) Portfolio $393M 358 20M >160 33 NOI Hospital + Health MOBs Outpatient Sq. Ft. States (20% VTR NOI) System Affiliations VT NH WA MT ME ND M OR MN E ID WI SD NY MA WY MI RI IA PA CT ID NE NV NJ UT IL IN OH DE CO WV MD CA MO VA KS DC KY NC TN AZ OK A NC NM SC R AL GA MS TX LA FL F L Reliable Cash Flows from High-Quality Outpatient Portfolio Note: Data per 4Q19 filings as of 2/20/2020. Guidance & Action Plans - February 2020 11 = Top tenant by base rent
Strong VTR Outpatient Positioning On-Campus/Affiliated With Leading Health High-Quality Diversified Tenant Mix Systems % ANN. TENANT BASE RENT CREDIT Ascension Health 4% AA+ Advocate Aurora Health 4% AA Providence St. Joseph 97% 96% 4% AA- Health On-Campus/ Bon Secours Mercy 3% A+ Affiliated Health United Healthcare 2% A+ Ohio Health 2% AA+ Remaining Tenants 81%
INVESTING IN GROWTH
Executing Senior Housing Action Plans1 Appointed Justin Hutchens as EVP, North America Senior Housing – a newly created role Adds operational focus 100% dedicated senior housing leader augments & compliments capable existing team Initiated plans to sell $0.6B of non-core senior housing assets o Targeted dispositions, incorporated in 2020 guidance, improve YoY same store growth expectations by 50-100bps Intend to enter into institutional joint venture (JV) on ESL portfolio and have taken steps to effectuate o JV is excluded from earnings guidance; impact depends on timing & use of proceeds Accelerating targeted capex to protect & enhance competitive position in priority markets o Including redevelopments, VTR is forecasting +50% YoY increase in 2020 capital spend Updated SHOP non-GAAP same store methodologies – consistent with PEAK o Provides enhanced consistency, transparency & comparability between companies o Adoption reduces 2020 same store SHOP NOI YoY growth guidance by 50-100bps, as certain non-stabilized redevelopments in lease-up are excluded o Senior housing fundamentals continue to improve with 2019 absorption at highest on record (24K units2), and for the second consecutive quarter absorption outpaced inventory growth; starts improved to their lowest level since 3Q 2012 Coordinated set of actions to improve performance and position Ventas for success and growth 1. There can be no assurance as to whether, when or on what terms these transactions will occur. 2. 4Q19 NIC Data for top 99 markets Guidance & Action Plans - February 2020 14
Attracting Top Caliber Talent Justin Hutchens will join Ventas as Executive Vice President, North America Senior Housing on April 1, 2020 • Hutchens is a proven senior housing leader with operating experience and deep industry relationships • Hutchens will oversee Ventas’s Senior Housing business, which includes over 700 properties and represents more than half of the Company’s NOI • Confident in Ventas and senior housing recovery Prior Roles: • CEO, HC-One, Britain’s largest residential and nursing care home operator with over 300 communities in England, Scotland & Wales • President, HCP (now HealthPeak Properties) • CEO, Chief Operating Officer and President, National Health Investors • Chief Operating Officer, Emeritus Senior Living Carey S. Roberts will join Ventas as Executive Vice President, General Counsel and Ethics and Compliance Officer in early March • Roberts will lead the Company’s legal, compliance and enterprise risk management functions • Roberts has a proven ability to serve as a partner and legal advisor Prior Roles: • Executive Vice President, Chief Legal Officer & Corporate Secretary, Assurant Inc. • Deputy General Counsel, Corporate Secretary & Chief Compliance Officer, Marsh & McLennan Companies, Inc. • Partner Covington & Burling LLP 15
SHOP Action Plans: Market & Asset Prioritization SHOP Actions Prioritization Accelerating targeted capex to protect and enhance competitive position in priority markets Targeting selective non-strategic dispositions to improve near term performance and longer-term growth profile Operational Recovery Plans with Operators Focus of Capital Deployment Market Attractiveness Accelerating targeted capital spend $350 $2,550 $2,500 Capital Deployment $300 $2,450 $250 $2,400 $ per unit $2,350 $200 $ Millions $2,300 Tactical and Strategic Non-Strategic Dispositions $150 $2,250 Portfolio Moves $100 $2,200 $2,150 $50 $2,100 $0 $2,050 2018A 2019A 2020E Competitive Position FAD Capex (LH) Dev/Redev Capex (LH) FAD Capex/Unit (RH) Guidance & Action Plans - February 2020 16
Targeted Non-Strategic Dispositions Strengthen SHOP Cash Flows & Portfolio Enhances near-term cash flow growth; +50-100bps benefit to 2020 same-store SHOP growth (included in guidance) • Dispositions concentrated in supply-challenged sub-markets Increases portfolio average NOI margin and occupancy Reduces exposure to high cumulative supply sub-markets • Dispositions concentrated in high supply / low barrier-to-entry markets (e.g. Houston, Atlanta) Includes assets in submarkets in both primary and secondary MSAs Improves overall portfolio demographic profile Sale process is well underway and competitive Photos for illustrative purposes Guidance & Action Plans - February 2020 17
PERPETUAL LIFE VEHICLE A NEW GROWTH PLATFORM
Perpetual Life Vehicle Targeting Core Life Science, Medical Office & Senior Housing Real Estate Fund Enhances Long-Term Shareholder Returns Launching in Q1 2020 with over $700M in assets under management and third-party equity commitments of $650M1 Builds a new business platform that can augment and drive enterprise growth Fund will utilize Ventas’s brand, industry expertise and team and provides numerous strategic benefits to Ventas including: o Adds incremental acquisition capacity on select set of assets o Expands Ventas’s strategic reach o Enables global institutional investors to invest with Ventas in a public or private investment structure o Establishes Ventas as a first-mover in private capital formation among public REITs in the life science, medical office and senior housing real estate space o Steady cost of capital further expands and diversifies our capital sources Note: Photos for illustrative purposes 1. There can be no assurance as to whether, when or on what terms the Fund will close. Guidance & Action Plans - February 2020 19
Perpetual Life Vehicle Fund Structure1 Ventas to contribute 5 high-quality, stabilized life science and medical office assets (1.2M sq. ft.) valued at a 4.9% going-in cash cap rate Ventas expected to hold ~20% ownership stake in Fund to participate in cash flows and ensure alignment with Fund investors Conservative capital structure, in line with Ventas targets Perpetual life, expected to grow AUM over time Ventas will earn asset management fees and a promote if Fund investors receive targeted returns Excluded investments include: non-stabilized assets, R&I development pipeline, existing senior housing & other relationships (Atria, Wexford, PMB) Fair allocation methodology for qualifying investments, VTR does not anticipate contributing incremental balance sheet assets Note: Photos for illustrative purposes 1. There can be no assurance as to whether, when or on what terms the Fund will close. Guidance & Action Plans - February 2020 20
DEVELOPMENT ADDS GROWTH
R&I Development Pipeline: Driving Value Creation $ in Millions Expected Sq. Ft. Total Total Life-to-Date Expected Expected Stable Cash Property Name MSA(s) (000’s) Project Costs VTR Share VTR Share Completion Stabilization Yield & NOI % Leased University of Pittsburgh Pittsburgh 353 $277 $266 $26 2021 2023 7.0% 70% One uCity Square Philadelphia 400 271 250 16 2022 2023 7.0% 0% Drexel University College of Nursing and Philadelphia 450 275 265 11 2022 2022 7.0% 100% Health Professions 4210 Duncan St. Louis 317 117 111 4 2021 2024 7.0% 0% Arizona State University Phoenix 227 77 74 19 2020 2022 7.7% 50% Total R&I 1,747K $1,018M $965M $74M ~$70M 46% Committed to expanding premier position in university-based R&I sector via exclusive relationship with Wexford, which is excluded from the Fund Majority of current Wexford development NOI does not come online until late 2021 Note: Data per 4Q 2019 press release and supplemental as of 2/20/2020. Guidance & Action Plans - February 2020 22
Philadelphia (uCity) Snapshot: Going from Strength to Strength Drexel School DEVELOPMENTS 3711 of Nursing and One Developable DEVELOPMENTS 3737 Market 3401 Market 3675 Market + LAND Market Health uCity Land TOTAL TOTAL Professions Completion Year1 2008 2011 2004 2018 2022 2022 -- # Properties / Parcels 1 1 1 1 1 1 6 2 8 Active Active Opportunistic Status Stabilized Stabilized Stabilized Stabilized Development Development Development Square Feet 155K 33K 91K 356K 450K 400K ~3M+ 850K ~3.5M-4.0M+ % Leased 98% 100% 100% 96% 100% -- -- Purchase Price / Total Cost / Potential Developable $86M $91M $26M $186M $275M $271M $1B+ $0.5B $1.5B+ Value Cash / GAAP Expected 8% / 8% 10% / 14% 8% / 8% 8% / 9% 7% / 10% 7% / 8% n/a ~7% / ~9% ~7%+ / ~8%+ 2020 / Stabilized Yield Updates on next slide 1. Where applicable, completion date is as of last renovation. Guidance & Action Plans - February 2020 23
uCity Continues to Experience Strong Demand Ventas and Wexford commenced Drexel University exercised option to increase In November 2019, Amicus Therapeutics construction at One uCity size of its build-to-suit development to 450K sq. (“Amicus”) took possession of its 76K sq. ft. ft. (from 258K sq. ft.) during Q4 2019 space at 3675 Market Street $271M expected total project costs The Drexel College of Nursing and Health Amicus selected Philadelphia and 3675 400K sq. ft. Professions is 100% leased to Drexel Market Street to be its gene therapy Ventas’ existing 4 buildings in the thriving research hub after announcing a major uCity sub-market are nearly 100% leased $275M expected total project costs (previously collaboration with University of $153M) Experiencing strong leasing interest Pennsylvania School of Medicine for gene 7% cash yield (nearly 10% GAAP yield) therapy in October 2018 One uCity is designed to capture expected momentum and fill robust leasing demand Expected to open in 2022 in exciting uCity submarket The project is expected to open in early 2022 Guidance & Action Plans - February 2020 24
Le Groupe Maurice Developments: Attractive Growth & Value Creation IVVI Vast Elogia II Cornelius Liz Location Montreal, Quebec Montreal, Quebec Montreal, Quebec Montreal, Quebec Montreal, Quebec Expected Delivery 2020 2020 2021 2022 2022 Units 399 378 287 291 366 Pre-leasing Currently 79% reserved; Currently 72% reserved; Currently 67% reserved; Sales office will open Sales office not currently Momentum 41% of reservations 17 reservations per 13 reservations per Spring 2020 with opening open already converted into month on average month on average occupancy targeted at leases 75% Strong Fundamentals & Momentum in Quebec, Canada • Large, thriving independent living market Quebec is the Strongest • High quality product at affordable rates Senior Housing Market in • ~18% penetration rate (2x Canadian average) Canada, with Favorable • Over 93% occupancy in Quebec,170bps above the national average; 190bps improvement since 2013 Demographics & • Senior population expected to grow at 3.6% CAGR over next 20 yrs – doubling base Penetration • Growth requires 6,600+ new SH units annually over next 20 years to keep up with demand • Required supply equivalent to 20 large-scale, 300+ unit projects each year Guidance & Action Plans - February 2020 25
Accelerated Environmental, Social and Governance (ESG) Leadership Achievements in Major Sustainability Ratings & Rankings Industry Leadership & Reputation First Time Inclusion in the 2020 Bloomberg Gender- Company Leadership Recognitions Equality Index (GEI), earning strong scores for overall HBR 100 Best Performing CEOs in the World; Modern disclosures, and data excellence in gender pay parity and Healthcare 100 Most Influential People in Healthcare; sexual harassment policies Elected Chair of the Real Estate Roundtable First Time Inclusion in Dow Jones Sustainability World Environmental, Social and Governance Index of Public Real Estate Companies in 2019, which only includes companies that rank in the top 10% of their • Published 2019 Corporate Sustainability Report in industries accordance with international gold standard (Global Reporting Initiative) Maintained 1st Place Ranking among four listed Healthcare Report is organized around three key pillars: people, Real Estate participants in 2019 GRESB ESG Assessment performance & planet, based on a materiality assessment for the third consecutive year with key internal & external stakeholders Nareit Leader in the Light: Nareit Leader in the Light for the third consecutive year in 2019 Inclusion as a top 10 constituent of two new green REIT indices: S&P Dow Jones Green REIT Index and FTSE EPRA Nareit Green Index Guidance & Action Plans - February 2020 26
Conclusion 1. 2020 FFO & Property Guidance FFO In line with Q4 2019 X 4 Senior housing supply impacts Strength in Office and Healthcare NNN 2. Taking Action to Position for Growth & Success 3. Growth Vehicles Fund Development 4. Commitment to ESG 5. Cohesive & Aligned Team Committed to Stakeholders Guidance & Action Plans - February 2020 27
APPENDIX
Normalized FFO Considerations (as presented in November 2019) Implied Q4 2019 Normalized FFO = $0.91 at midpoint1 $3.81-$3.85 2019E Normalized Note: 2018 Q4 ($0.96) annualized within 2019 Normalized FFO expectations of $3.81 FFO/sh Guidance - $3.85 2020 Considerations2 Q4 Implied Guidance Midpoint1 at FY $0.91 1. Senior Housing: • 2H 2019 SHOP trends have significant implications for 2020 • 2020 carryover for NNN senior housing 2019 impact nearly double 2019 impact • Any incremental NNN senior housing impact dependent on market conditions 2. Other Property: $2.92 Q1-Q3 Actuals • Stable growth with GAAP same-store NOI growth typically 100 bps below cash • R&I development NOI is largely expected to come online 2021/22 and beyond 3. Other Considerations: • Carryover impact of LGM investments • Carryover impact of late 2019 dispositions 1: Data per Q3 2019 press release, supplemental, • Excludes new unannounced investments or capital markets activity and earnings conference call dated 10/25/2019. 2: Excludes the impact of unannounced new investments. 2019E Normalized FFO/Sh Guidance & Action Plans - February 2020 29
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