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Ventas Reports 2021 Fourth Quarter and Full Year Results

February 17, 2022 4:30 PM

CHICAGO--(BUSINESS WIRE)-- Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the fourth quarter and full year ended December 31, 2021.

“We are proud of our company and team in 2021. With a relentless focus on execution, we drove the business forward amid continuing waves of COVID-19 and generated fourth quarter results ahead of our expectations. During the year we positioned Ventas to capture the upside in the multi-year senior housing recovery, delivered strong organic growth in our Office and healthcare triple-net businesses and enhanced the Company’s portfolio and financial strength. We also extended our long track record of value-creating external growth with $3.7 billion in new investments focused on our strategic priorities of senior housing and life science,” said Debra A. Cafaro, Ventas Chairman and CEO.

“As we look into 2022, the senior housing recovery is underway, with accelerating demand, strong rate increases and rapidly improving clinical conditions in our communities. In the first quarter of 2022, we are projecting ten percent revenue growth in our SHOP business supported by record high leads. Further supported by favorable market supply demand fundamentals, we expect sustained improvement in SHOP NOI through 2022.

“Sustained strength in our attractive Medical Office and growing Life Science, Research & Innovation businesses, investment accretion and receipt of HHS Grants also contribute to our positive outlook in the first quarter.

“We remain committed to enhancing value for our shareholders and other stakeholders in 2022 and beyond by capitalizing on organic growth from our high-quality diversified portfolio, robust external growth and our outstanding ESG profile,” Cafaro concluded.

Fourth Quarter 2021 Financial Results:

*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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

2021 Company Highlights and Recent Developments:

Senior Housing Highlights and Recent Actions:

Fourth Quarter 2021 SHOP Performance Highlights:

Recent Actions:

The Company has taken a series of actions in its senior housing portfolio with the objective of capturing meaningful upside in the expected cyclical industry recovery. Continuing its strategy of the “right asset, in the right market, with the right operator,” the Company has acted upon nearly two-thirds of its senior housing portfolio via acquisition, disposition, development, lease resolution or operator transition since 2020. Specific actions in 2021 include the following:

*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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Office Highlights and Recent Actions:

Fourth Quarter 2021 Office Performance Highlights:

Recent Actions:

Strong performance in the Office business, which now represents a third of Ventas’s portfolio, has been driven by operational initiatives generating organic growth combined with new investments that enhance the Life Science, R&I and MOB portfolios.

*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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

External Growth and New Investments:

In 2021, Ventas completed or announced $3.7 billion in strategic investments focused on expanding our portfolio of high-quality senior housing assets, growing its advantaged Life Science, R&I portfolio and selectively expanding its Medical Office footprint. Since 2010, the Company has averaged over $3 billion in new investments annually, including single asset deals, portfolio transactions, public mergers and new development commitments.

In February 2022:

Ensured Financial Strength and Flexibility:

In 2021, the Company enhanced its portfolio and strengthened its balance sheet through $1.2 billion in asset dispositions and loan repayments. Non-core senior housing and MOB asset sales comprised approximately $850 million of proceeds at a below 4% cap rate and the repayment of several well-structured loans generated $350 million at an average yield exceeding 9%. Proceeds were principally used to pay down $1.1 billion in near-term debt maturities. To manage interest rate risk, the Company raised over $1.1 billion in new bonds in the US and Canada, including a 10-year offering with a coupon of 2.5%, the best 10-year healthcare REIT issuance in 2021. Key financial statistics at year-end include:

Corporate Governance, Sustainability and Other Initiatives:

Full Year and Fourth Quarter 2021 Enterprise Results

(per share)

Year Ended December 31,

2021

2020

$ Change

% Change

Attributable Net Income (Loss)

$0.13

$1.17

($1.04)

(89%)

Nareit FFO*

$2.65

$3.37

($0.72)

(21%)

Normalized FFO*

$2.90

$3.32

($0.42)

(13%)

Quarter Ended December 31,

2021

2020

$ Change

% Change

Attributable Net Income (Loss)

($0.10)

$0.29

($0.39)

(134%)

Nareit FFO*

$0.63

$0.92

($0.29)

(32%)

Normalized FFO*

$0.73

$0.83

($0.10)

(12%)

*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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Fourth Quarter 2021 Property Results

4Q21 (Quarterly Pools)
Year-Over-Year
Same-Store Cash
NOI* Growth

Assets

% Change

SHOP1

311

(21.3%)

Triple-Net

330

0.1%

Office

332

2.6%

Total Company

973

(6.5%)

4Q21 (Sequential Pools)
Sequential
Same-Store Cash
NOI* Growth

Assets

% Change

SHOP1

322

0.8%

Triple-Net

331

0.0%

Office

333

(0.1%)

Total Company

986

0.2%

* 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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

1. Excluding the effect of the HHS Grants in all periods, Senior Housing Operating Portfolio (“SHOP”) year over year same store cash NOI growth was (3.6%) and sequentially was (0.9%). SHOP Same-Store cash NOI reflects grants received in 4Q21 and 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. The Quarterly Pools include ~$1.9 million in HHS Grants received in 4Q21 and ~$26.1 million in HHS Grants received in 4Q20. The Sequential Pools include ~$1.9 million in HHS Grants received in 4Q21.

First Quarter 2022 Guidance

The Company currently expects to report first quarter 2022 Net Income (Loss) Attributable to Common Stockholders, Nareit FFO and Normalized FFO per share and same-store Cash NOI growth within the following ranges, which include $33 million (or $0.08 per share) of net HHS Grants received to date in the first quarter 2022:

1Q22 Guidance

Per Share

Low

High

Net Income (Loss) Attributable to Common Stockholders

$0.07

-

$0.11

Nareit FFO*

$0.74

-

$0.78

Normalized FFO*

$0.76

-

$0.80

1Q22 Guidance: Same-Store Cash NOI Growth

(vs. 1Q21, Quarterly Pools)

Percentage Change

Dollars ($, in millions)

Low

High

Low – 1Q22

High – 1Q22

1Q21

SHOP1

18.0%

-

26.0%

$126

$135

$107

NNN

(1.5%)

-

0.0%

$130

$132

$132

Office

4.0%

-

5.0%

$124

$125

$119

Total Company

6.0%

-

9.0%

$380

$391

$358

* 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 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

1 Excluding the effect of the HHS Grants in all periods, the projected growth rate is expected to range from 6-15%. Senior Housing Operating Portfolio (“SHOP”) Same-Store Cash NOI reflects HHS Grants received in 1Q22, to date, and in 1Q21 under the Provider Relief Fund. The HHS Grants are recorded as a contra expense within SHOP operating expenses, net of any applicable fees to SHOP operators. The anticipated 1Q22 Quarterly Pool includes ~$21 million in net HHS Grants received in 1Q22, to date, and ~$8 million in HHS Grants received in 1Q21.

Key assumptions underlying the first quarter 2022 guidance include:

Investor Presentation

A presentation outlining the Company’s fourth quarter results and business update is posted to the Events & Presentations section of Ventas’s website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its fourth quarter 2021 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website is not incorporated by any reference into, and is not part of, this document.

Fourth Quarter and Full Year 2021 Results Conference Call and Investor Presentation

Ventas will hold a conference call to discuss this earnings release on Friday, February 18, 2022 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (888) 330-3576 (or +1 (646) 960-0672 for international callers), and the participant passcode is 7655497. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 770-2030 (or +1 (647) 362-9199 for international callers), passcode 7655497, after the earnings call 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 Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries – healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns a diversified portfolio of over 1,200 properties in the United States, Canada, and the United Kingdom. Ventas uses the power of its capital to unlock the value of senior living communities; life science, research & innovation properties; medical office & outpatient facilities, hospitals and other healthcare real estate. A globally-recognized real estate investment trust, Ventas follows a successful long-term strategy, proven over more than 20 years, built on diversification of property types, capital sources and industry leading partners, financial strength and flexibility, consistent and reliable growth and industry leading ESG achievements, managed by a collaborative and experienced team dedicated to its stakeholders.

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. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. 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 “Summary Risk Factors” section, “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.

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 and its extended consequences, including of the Delta, Omicron or any other variant, 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 ability to achieve the anticipated benefits and synergies from the acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of, New Senior Investment Group Inc; (c) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (d) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs and uninsured liabilities; (e) the impact of market and general economic conditions, including economic and financial market events, inflation, changes in interest rates, supply chain pressures, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public capital markets; (f) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (g) the risk of bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers 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; (h) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles; (i) our ability to attract and retain talented employees; (j) the risk of investments in co-investment vehicles, joint ventures and minority interests; (k) risks related to development, redevelopment and construction projects; (l) 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; (m) 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, managers or borrowers; (n) increases in our borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (o) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (p) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (q) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (r) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (s) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; and (t) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts; dollars in USD)

(unaudited)

December 31,

September 30,

June 30,

March 31,

December 31,

2021

2021

2021

2021

2020

Assets

Real estate investments:

Land and improvements

$

2,432,065

$

2,395,751

$

2,231,836

$

2,235,773

$

2,261,415

Buildings and improvements

25,778,490

25,519,840

24,269,450

24,250,630

24,323,279

Construction in progress

269,315

298,982

288,910

310,547

265,748

Acquired lease intangibles

1,369,747

1,372,462

1,200,574

1,212,263

1,230,886

Operating lease assets

317,858

323,950

328,707

343,072

346,372

30,167,475

29,910,985

28,319,477

28,352,285

28,427,700

Accumulated depreciation and amortization

(8,350,637

)

(8,118,990

)

(8,189,447

)

(8,030,524

)

(7,877,665

)

Net real estate property

21,816,838

21,791,995

20,130,030

20,321,761

20,550,035

Secured loans receivable and investments, net

530,126

530,439

596,171

615,037

605,567

Investments in unconsolidated real estate entities

523,465

507,880

494,239

471,243

443,688

Net real estate investments

22,870,429

22,830,314

21,220,440

21,408,041

21,599,290

Cash and cash equivalents

149,725

143,770

233,837

169,661

413,327

Escrow deposits and restricted cash

46,872

52,752

40,931

40,551

38,313

Goodwill

1,046,140

1,046,070

1,051,832

1,051,780

1,051,650

Assets held for sale

28,399

316,769

90,002

59,860

9,608

Deferred income tax assets, net

11,152

11,496

11,486

11,610

9,987

Other assets

565,069

643,253

855,786

810,760

807,229

Total assets

$

24,717,786

$

25,044,424

$

23,504,314

$

23,552,263

$

23,929,404

Liabilities and equity

Liabilities:

Senior notes payable and other debt

$

12,027,544

$

12,078,835

$

11,761,545

$

11,759,299

$

11,895,412

Accrued interest

106,602

90,013

105,883

91,390

111,444

Operating lease liabilities

197,234

199,551

205,484

206,426

209,917

Accounts payable and other liabilities

1,090,254

1,142,822

1,122,171

1,109,279

1,133,066

Liabilities related to assets held for sale

10,850

20,518

4,568

3,853

3,246

Deferred income tax liabilities

59,259

65,196

68,097

65,777

62,638

Total liabilities

13,491,743

13,596,935

13,267,748

13,236,024

13,415,723

Redeemable OP unitholder and noncontrolling interests

280,283

280,344

252,662

244,619

235,490

Commitments and contingencies

Equity:

Ventas stockholders’ equity:

Preferred stock, $1.00 par value; 10,000 shares authorized, unissued

Common stock, $0.25 par value; 399,420; 399,177; 375,204; 375,068 and 374,609 shares issued at December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, respectively

99,838

99,777

93,784

93,750

93,635

Capital in excess of par value

15,498,956

15,504,210

14,187,577

14,186,692

14,171,262

Accumulated other comprehensive loss

(64,520

)

(67,601

)

(58,290

)

(52,497

)

(54,354

)

Retained earnings (deficit)

(4,679,889

)

(4,459,630

)

(4,340,052

)

(4,257,001

)

(4,030,376

)

Treasury stock, 0; 1; 6; 14 and 0 shares at December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, respectively

(40

)

(320

)

(789

)

Total Ventas stockholders’ equity

10,854,385

11,076,716

9,882,699

9,970,155

10,180,167

Noncontrolling interests

91,375

90,429

101,205

101,465

98,024

Total equity

10,945,760

11,167,145

9,983,904

10,071,620

10,278,191

Total liabilities and equity

$

24,717,786

$

25,044,424

$

23,504,314

$

23,552,263

$

23,929,404

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts; dollars in USD)

(unaudited)

For the Three Months Ended

For the Years Ended

December 31,

December 31,

2021

2020

2021

2020

Revenues

Rental income:

Triple-net leased

$

153,336

$

168,027

$

653,823

$

695,265

Office

194,781

199,931

794,297

799,627

348,117

367,958

1,448,120

1,494,892

Resident fees and services

647,360

529,739

2,270,001

2,197,160

Office building and other services revenue

3,924

4,522

20,096

15,191

Income from loans and investments

9,577

18,302

74,981

80,505

Interest and other income

13,466

644

14,809

7,609

Total revenues

1,022,444

921,165

3,828,007

3,795,357

Expenses

Interest

110,455

114,208

440,089

469,541

Depreciation and amortization

318,959

261,966

1,197,403

1,109,763

Property-level operating expenses:

Senior living

515,427

393,309

1,811,728

1,658,671

Office

61,704

64,420

257,001

256,612

Triple-net leased

2,810

5,156

15,335

22,160

579,941

462,885

2,084,064

1,937,443

Office building and other services costs

2,635

488

4,433

2,315

General, administrative and professional fees

28,602

29,537

129,758

130,158

Loss on extinguishment of debt, net

2,491

3,405

59,299

10,791

Transaction expenses and deal costs

19,318

3,683

47,318

29,812

Allowance on loans receivable and investments

(61

)

(10,416

)

(9,082

)

24,238

Other

26,355

(16,043

)

37,110

707

Total expenses

1,088,695

849,713

3,990,392

3,714,768

(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

(66,251

)

71,452

(162,385

)

80,589

(Loss) income from unconsolidated entities

(2,306

)

17,705

4,983

1,844

Gain on real estate dispositions

24,705

22,117

218,788

262,218

Income tax benefit (expense)

4,747

679

(4,827

)

96,534

(Loss) income from continuing operations

(39,105

)

111,953

56,559

441,185

Net (loss) income

(39,105

)

111,953

56,559

441,185

Net income attributable to noncontrolling interests

1,749

1,502

7,551

2,036

Net (loss) income attributable to common stockholders

$

(40,854

)

$

110,451

$

49,008

$

439,149

Earnings per common share

Basic:

(Loss) income from continuing operations

$

(0.10

)

$

0.30

$

0.15

$

1.18

Net (loss) income attributable to common stockholders

(0.10

)

0.29

0.13

1.18

Diluted:1

(Loss) income from continuing operations

$

(0.10

)

$

0.30

$

0.15

$

1.17

Net (loss) income attributable to common stockholders

(0.10

)

0.29

0.13

1.17

Weighted average shares used in computing earnings per common share

Basic

399,142

374,473

382,785

373,368

Diluted

403,108

377,696

386,304

376,503

1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts; dollars in USD)

(unaudited)

For the Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2021

2021

2021

2021

2020

Revenues

Rental income:

Triple-net leased

$

153,336

$

181,379

$

159,223

$

159,885

$

168,027

Office

194,781

201,673

200,388

197,455

199,931

348,117

383,052

359,611

357,340

367,958

Resident fees and services

647,360

558,039

535,952

528,650

529,739

Office building and other services revenue

3,924

5,841

5,381

4,950

4,522

Income from loans and investments

9,577

28,729

17,665

19,010

18,302

Interest and other income

13,466

417

585

341

644

Total revenues

1,022,444

976,078

919,194

910,291

921,165

Expenses

Interest

110,455

108,816

110,051

110,767

114,208

Depreciation and amortization

318,959

313,596

250,700

314,148

261,966

Property-level operating expenses:

Senior living

515,427

453,659

424,813

417,829

393,309

Office

61,704

66,401

64,950

63,946

64,420

Triple-net leased

2,810

3,268

4,432

4,825

5,156

579,941

523,328

494,195

486,600

462,885

Office building and other services costs

2,635

522

658

618

488

General, administrative and professional fees

28,602

30,259

30,588

40,309

29,537

Loss (gain) on extinguishment of debt, net

2,491

29,792

(74

)

27,090

3,405

Transaction expenses and deal costs

19,318

22,662

721

4,617

3,683

Allowance on loans receivable and investments

(61

)

(60

)

(59

)

(8,902

)

(10,416

)

Other

26,355

33,673

(13,490

)

(9,428

)

(16,043

)

Total expenses

1,088,695

1,062,588

873,290

965,819

849,713

(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

(66,251

)

(86,510

)

45,904

(55,528

)

71,452

(Loss) income from unconsolidated entities

(2,306

)

2,772

4,767

(250

)

17,705

Gain on real estate dispositions

24,705

150,292

41,258

2,533

22,117

Income tax benefit (expense)

4,747

(3,780

)

(3,641

)

(2,153

)

679

(Loss) income from continuing operations

(39,105

)

62,774

88,288

(55,398

)

111,953

Net (loss) income

(39,105

)

62,774

88,288

(55,398

)

111,953

Net income attributable to noncontrolling interests

1,749

2,094

1,897

1,811

1,502

Net (loss) income attributable to common stockholders

$

(40,854

)

$

60,680

$

86,391

$

(57,209

)

$

110,451

Earnings per common share

Basic:

(Loss) income from continuing operations

$

(0.10

)

$

0.16

$

0.24

$

(0.15

)

$

0.30

Net (loss) income attributable to common stockholders

(0.10

)

0.16

0.23

(0.15

)

0.29

Diluted: 1

(Loss) income from continuing operations

$

(0.10

)

$

0.16

0.23

$

(0.15

)

$

0.30

Net (loss) income attributable to common stockholders

(0.10

)

0.16

0.23

(0.15

)

0.29

Weighted average shares used in computing earnings per common share

Basic

399,142

381,996

375,067

374,669

374,473

Diluted

403,108

385,523

378,408

377,922

377,696

1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

For the Years Ended December 31,

2021

2020

Cash flows from operating activities:

Net income

$

56,559

$

441,185

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,197,403

1,109,763

Amortization of deferred revenue and lease intangibles, net

(88,795

)

(40,856

)

Other non-cash amortization

17,709

20,719

Allowance on loans receivable and investments

(9,082

)

24,238

Stock-based compensation

31,966

21,487

Straight-lining of rental income

(14,468

)

103,082

Loss on extinguishment of debt, net

59,299

10,791

Gain on real estate dispositions

(218,788

)

(262,218

)

Gain on real estate loan investments

(1,448

)

(167

)

Income tax benefit

(1,224

)

(101,985

)

Income from unconsolidated entities

(4,973

)

(1,832

)

Distributions from unconsolidated entities

19,326

4,920

Other

26,404

(779

)

Changes in operating assets and liabilities:

Increase in other assets

(54,571

)

(68,233

)

(Decrease) increase in accrued interest

(5,922

)

276

Increase in accounts payable and other liabilities

16,721

189,785

Net cash provided by operating activities

1,026,116

1,450,176

Cash flows from investing activities:

Net investment in real estate property

(1,369,052

)

(78,648

)

Investment in loans receivable

(489

)

(115,163

)

Proceeds from real estate disposals

840,438

1,044,357

Proceeds from loans receivable

348,091

119,011

Development project expenditures

(247,694

)

(380,413

)

Capital expenditures

(185,275

)

(148,234

)

Distributions from unconsolidated entities

17,847

Investment in unconsolidated entities

(129,291

)

(286,822

)

Insurance proceeds for property damage claims

1,285

207

Net cash (used in) provided by investing activities

(724,140

)

154,295

Cash flows from financing activities:

Net change in borrowings under revolving credit facilities

(125,399

)

(88,868

)

Net change in borrowings under commercial paper program

279,929

(565,524

)

Proceeds from debt

1,534,298

733,298

Repayments of debt

(2,109,617

)

(479,539

)

Purchase of noncontrolling interests

(24,224

)

(8,239

)

Payment of deferred financing costs

(27,166

)

(8,379

)

Issuance of common stock, net

617,438

55,362

Cash distribution to common stockholders

(686,888

)

(928,809

)

Cash distribution to redeemable OP unitholders

(6,761

)

(7,283

)

Cash issued for redemption of OP Units

(96

)

(575

)

Contributions from noncontrolling interests

1,731

1,314

Distributions to noncontrolling interests

(13,577

)

(12,946

)

Proceeds from stock option exercises

8,169

15,103

Other

(6,303

)

(4,936

)

Net cash used in financing activities

(558,466

)

(1,300,021

)

Net (decrease) increase in cash, cash equivalents and restricted cash

(256,490

)

304,450

Effect of foreign currency translation

1,447

1,088

Cash, cash equivalents and restricted cash at beginning of period

451,640

146,102

Cash, cash equivalents and restricted cash at end of period

$

196,597

$

451,640

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands USD)

For the Years Ended December 31,

2021

2020

Supplemental schedule of non-cash activities:

Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments

$

1,319,988

$

170,484

Other assets

16,913

1,224

Debt

482,482

55,368

Other liabilities

102,256

2,707

Deferred income tax liability

446

337

Noncontrolling interests

468

20,259

Equity issued

751,248

Equity issued for redemption of OP Units

76

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2021

2021

2021

2021

2020

Cash flows from operating activities:

Net (loss) income

$

(39,107

)

$

62,774

$

88,288

$

(55,398

)

$

111,953

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

318,959

313,596

250,700

314,148

261,966

Amortization of deferred revenue and lease intangibles, net

(17,175

)

(40,069

)

(16,785

)

(14,766

)

(15,513

)

Other non-cash amortization

3,023

4,567

4,847

5,272

5,508

Allowance on loans receivable and investments

(61

)

(60

)

(59

)

(8,902

)

(10,416

)

Stock-based compensation

5,801

4,700

5,393

16,072

4,165

Straight-lining of rental income

(4,302

)

(2,999

)

(3,304

)

(3,863

)

(4,052

)

Loss (gain) on extinguishment of debt, net

2,491

29,792

(74

)

27,090

3,405

Gain on real estate dispositions

(24,705

)

(150,292

)

(41,258

)

(2,533

)

(22,117

)

Loss (gain) on real estate loan investments

558

(1,932

)

(74

)

Income tax (benefit) expense

(5,880

)

2,146

2,007

503

(2,283

)

Loss (income) from unconsolidated entities

2,306

(2,767

)

(4,762

)

250

(17,701

)

Distributions from unconsolidated entities

9,860

2,986

2,583

3,897

1,960

Other

27,236

34,011

(20,462

)

(14,379

)

(16,394

)

Changes in operating assets and liabilities:

Increase in other assets

(5,520

)

(23,433

)

(20,518

)

(5,100

)

(5

)

Increase (decrease) in accrued interest

16,492

(16,682

)

14,502

(20,234

)

13,251

(Decrease) increase in accounts payable and other liabilities

(24,175

)

15,121

30,165

(4,390

)

(17,964

)

Net cash provided by operating activities

265,801

231,459

291,263

237,593

295,763

Cash flows from investing activities:

Net investment in real estate property

(265,842

)

(1,103,000

)

(210

)

(1,023

)

Investment in loans receivable

(105

)

(101

)

(97

)

(186

)

(2,016

)

Proceeds from real estate disposals

343,135

381,453

107,767

8,083

361,753

Proceeds from loans receivable

45,391

266,225

20,056

16,419

12,045

Development project expenditures

(43,045

)

(73,755

)

(72,296

)

(58,598

)

(70,446

)

Capital expenditures

(65,964

)

(45,189

)

(44,448

)

(29,674

)

(53,827

)

Distributions from unconsolidated entities

17,847

Investment in unconsolidated entities

(22,151

)

(38,829

)

(29,859

)

(38,452

)

(278,990

)

Insurance proceeds for property damage claims

784

111

384

6

174

Net cash used in investing activities

(7,797

)

(595,238

)

(18,493

)

(102,612

)

(32,330

)

Cash flows from financing activities:

Net change in borrowings under revolving credit facilities

18,666

(39,934

)

(109,275

)

5,144

(14,724

)

Net change in borrowings under commercial paper program

(90,014

)

199,959

(44,994

)

214,978

Proceeds from debt

619,419

646,593

237,129

31,157

75,741

Repayments of debt

(610,581

)

(933,085

)

(120,901

)

(445,050

)

(352,011

)

Purchase of noncontrolling interests

(12,739

)

(11,485

)

(8,239

)

Payment of deferred financing costs

(3,558

)

(5,832

)

(433

)

(17,343

)

(815

)

Issuance of common stock, net

603,188

3,175

11,075

18,967

Cash distribution to common stockholders

(179,916

)

(169,134

)

(169,075

)

(168,763

)

(168,446

)

Cash distribution to redeemable OP unitholders

(1,361

)

(2,236

)

(1,322

)

(1,842

)

(1,329

)

Cash issued for redemption of OP Units

(34

)

(37

)

(25

)

Contributions from noncontrolling interests

1,696

5

25

5

176

Distributions to noncontrolling interests

(1,792

)

(3,197

)

(5,935

)

(2,653

)

(3,280

)

Proceeds from stock option exercises

2,501

847

2,715

2,106

11,585

Other

(1,175

)

806

(78

)

(5,856

)

53

Net cash (used in) provided by financing activities

(258,854

)

286,461

(209,006

)

(377,067

)

(442,322

)

Net (decrease) increase in cash, cash equivalents and restricted cash

(850

)

(77,318

)

63,764

(242,086

)

(178,889

)

Effect of foreign currency translation

925

(928

)

792

658

2,039

Cash, cash equivalents and restricted cash at beginning of period

196,522

274,768

210,212

451,640

628,490

Cash, cash equivalents and restricted cash at end of period

$

196,597

$

196,522

$

274,768

$

210,212

$

451,640

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2021

2021

2021

2021

2020

Supplemental schedule of non-cash activities:

Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments

$

2,371

$

1,317,149

$

$

468

$

1,000

Other assets

781

16,132

Debt

(1,591

)

484,073

Other liabilities

4,296

97,960

Deferred income tax liability

446

Noncontrolling interests

468

Equity issued

751,248

Equity issued for redemption of OP Units

76

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations Attributable to Common Stockholders (FFO)1

and Funds Available for Distribution Attributable to Common Stockholders (FAD)1

(In thousands, except per share amounts; dollars in USD)

(unaudited)

Q4 YoY

2020

2021

Growth

Q4

Q1

Q2

Q3

Q4

20-'21

2020

2021

Net income (loss) attributable to common stockholders

$

110,451

$

(57,209

)

$

86,391

$

60,680

$

(40,854

)

(137

%)

$

439,149

$

49,008

Net income (loss) attributable to common stockholders per share 2

$

0.29

$

(0.15

)

$

0.23

$

0.16

$

(0.10

)

(134

%)

$

1.17

$

0.13

Adjustments:

Depreciation and amortization on real estate assets

260,705

312,869

249,527

312,524

317,936

1,104,114

1,192,856

Depreciation on real estate assets related to noncontrolling interests

(4,381

)

(4,618

)

(4,678

)

(4,641

)

(4,561

)

(16,767

)

(18,498

)

Depreciation on real estate assets related to unconsolidated entities

1,758

4,018

4,615

4,474

4,781

4,986

17,888

Gain on real estate dispositions

(22,117

)

(2,533

)

(41,258

)

(150,292

)

(24,705

)

(262,218

)

(218,788

)

(Loss) gain on real estate dispositions related to noncontrolling interests

(7

)

232

77

(9

)

302

Subtotal: FFO adjustments

235,965

309,736

208,199

162,297

293,528

830,106

973,760

Subtotal: FFO adjustments per share

$

0.62

$

0.82

$

0.55

$

0.42

$

0.73

$

2.20

$

2.52

FFO (Nareit) attributable to common stockholders

$

346,416

$

252,527

$

294,590

$

222,977

$

252,674

(27

%)

$

1,269,255

$

1,022,768

FFO (Nareit) attributable to common stockholders per share

$

0.92

$

0.67

$

0.78

$

0.58

$

0.63

(32

%)

$

3.37

$

2.65

Adjustments:

Change in fair value of financial instruments

(23,062

)

(21,008

)

(23,211

)

25,451

19,975

(21,928

)

1,207

Non-cash income tax (benefit) expense

(7,961

)

1,344

1,166

2,146

(5,880

)

(98,114

)

(1,224

)

Loss (gain) on extinguishment of debt, net

3,405

27,090

(74

)

34,654

2,888

10,791

64,558

(Gain) loss on transactions related to unconsolidated entities

(592

)

(21

)

(10

)

(8,808

)

2,511

(597

)

(6,328

)

Transaction expenses and deal costs

6,519

5,360

1,769

25,531

22,214

34,690

54,874

Amortization of other intangibles

118

116

116

(22,085

)

226

472

(21,627

)

Other items related to unconsolidated entities

234

101

43

987

348

(614

)

1,479

Non-cash impact of changes to equity plan

(2,087

)

8,741

(2,298

)

(2,359

)

(2,288

)

(452

)

1,796

Natural disaster (recoveries) expenses, net

(71

)

5,127

3,128

1,552

340

1,247

10,147

Impact of Holiday lease termination

(50,184

)

Write-off of straight-line rental income, net of noncontrolling interests

87

70,863

Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests

(10,412

)

(8,900

)

(57

)

(58

)

(59

)

34,543

(9,074

)

Subtotal: Normalized FFO adjustments

(33,822

)

17,950

(19,428

)

57,011

40,275

(19,283

)

95,808

Subtotal: Normalized FFO adjustments per share

$

(0.09

)

$

0.05

$

(0.05

)

$

0.15

$

0.10

$

(0.05

)

$

0.25

Normalized FFO attributable to common stockholders

$

312,594

$

270,477

$

275,162

$

279,988

$

292,949

(6

%)

$

1,249,972

$

1,118,576

Normalized FFO attributable to common stockholders per share

$

0.83

$

0.72

$

0.73

$

0.73

$

0.73

(12

%)

$

3.32

$

2.90

Adjustments:

Deferred revenue and lease intangibles, net

(15,513

)

(14,766

)

(14,779

)

(14,182

)

(14,166

)

(40,857

)

(57,893

)

Other non-cash amortization, including fair market value of debt

5,508

5,272

4,847

4,567

3,023

20,720

17,709

Stock-based compensation

6,252

7,331

7,691

7,059

8,089

21,939

30,170

Straight-lining of rental income

(4,052

)

(3,863

)

(3,304

)

(3,567

)

(4,302

)

(21,014

)

(15,036

)

FAD Capital Expenditures

(52,645

)

(28,506

)

(42,651

)

(42,393

)

(56,546

)

(143,674

)

(170,096

)

Subtotal: Operating FAD adjustments

(60,450

)

(34,532

)

(48,196

)

(48,516

)

(63,902

)

(162,886

)

(195,146

)

Operating FAD attributable to common stockholders 3

$

252,144

$

235,945

$

226,966

$

231,472

$

229,047

(9

%)

$

1,087,086

$

923,430

Transaction expenses and deal costs

(6,519

)

(5,360

)

(1,769

)

(25,531

)

(22,214

)

(34,690

)

(54,874

)

Other items related to unconsolidated entities

(234

)

(101

)

(43

)

(987

)

(348

)

614

(1,479

)

FAD attributable to common stockholders 3

$

245,391

$

230,484

$

225,154

$

204,954

$

206,485

(16

%)

$

1,053,010

$

867,077

Weighted average diluted shares

377,696

377,922

378,408

385,523

403,108

376,503

386,304

1 Per share quarterly amounts may not add to annual per share amounts due to material changes in the Company’s weighted average diluted share count, if any. Per share amounts may not add to total per share amounts due to rounding.

2 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

3 Operating FAD and FAD exclude the impact of the Company’s receipt of unusually significant amounts of cash in connection with lease terminations and modifications. Exclusions in the period presented are $34 million in cash received in April 2020 related to the Holiday lease termination and $162 million in cash received in July 2020 related to the Brookdale lease modification. For additional information related to these transactions, refer to the Company’s Form 10-K for the year ended December 31, 2020 and Form 10-Qs for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers FFO, Normalized FFO, FAD and Operating FAD to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. The Company believes that Normalized FFO is useful because it allows investors, analysts and Company management to compare the Company’s operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, the Company provides information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and Company management to assess the impact of those items on the Company’s financial results.

Further, the Company believes that FAD and Operating FAD are useful supplemental measures of the Company’s operating performance that would not otherwise be available and may be useful to investors in assessing the Company’s operating performance and performance as a REIT. The Company believes FAD and Operating FAD may provide investors with useful supplemental information regarding the Company’s ability to generate income from its operating performance and the impact of the Company’s operating performance on its ability to make distributions to its stockholders. The Company uses the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and entities. Adjustments for unconsolidated entities will be calculated to reflect FFO on the same basis. The Company defines Normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) transaction costs and expenses, including amortization of intangibles, transition and integration expenses and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company’s debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company’s executive equity compensation plan, derivative transactions that have non-cash mark to market impacts on the Company’s income statement and non-cash charges related to leases; (d) the financial impact of contingent consideration, severance-related costs and charitable donations to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; (g) net expenses or recoveries related to natural disasters and (h) any other incremental items set forth in the Normalized FFO reconciliation included herein.

Operating FAD represents Normalized FFO (i) excluding non-cash components and straight-line rent adjustments and (ii) including the impact of FAD Capital Expenditures. FAD Capital Expenditures are (i) Ventas-invested capital expenditures, whether routine or non-routine, that extend the useful life of a property but are not expected to generate incremental income for the Company; (ii) Office Building and Triple-Net leasing commissions paid to third-party agents; and (iii) capital expenditures for second-generation tenant improvements. It excludes (i) costs for a first generation lease (e.g., a development project) or related to properties that have undergone redevelopment and (ii) Initial Capital Expenditures, which are defined as capital expenditures required to bring a newly acquired or newly transitioned property up to standard. Initial Capital Expenditures are typically incurred within the first 12 months after acquisition or transition, respectively.

FAD represents Operating FAD after including the impact of transaction expenses, deal costs and unusual items related to unconsolidated entities.

FFO, Normalized FFO, FAD and Operating FAD presented herein may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO, Normalized FFO, FAD and Operating FAD should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, FFO, Normalized FFO, FAD and Operating FAD should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

NET INCOME, FFO and FAD Attributable to Common Stockholders First Quarter 2022 Guidance1,2,3

(Dollars in millions, except per share amounts)

Tentative / Preliminary and Subject to Change

Q1 2022

Q1 2022 - Per Share

Low

High

Low

High

Net Income Attributable to Common Stockholders

$29

$46

$0.07

$0.11

Depreciation and Amortization Adjustments

281

279

0.70

0.69

Gain on Real Estate Dispositions

(13)

(13)

(0.03)

(0.03)

Other Adjustments 4

0.00

0.00

FFO (Nareit) Attributable to Common Stockholders

$298

$313

$0.74

$0.78

Transaction expenses and deal costs

7

8

0.02

0.02

Natural Disaster Expenses (Recoveries), Net

(3)

(3)

(0.01)

(0.01)

Other Adjustments 4

4

4

0.01

0.01

Normalized FFO Attributable to Common Stockholders

$305

$321

$0.76

$0.80

% Year-Over-Year Growth

6%

11%

Net HHS Grants

$33

$33

$0.08

$0.08

Weighted Average Diluted Shares (in millions)

403

403

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

Per share quarterly amounts may not add to annual per share amounts due to changes in the Company's weighted average diluted share count, if any. Same-Store Cash NOI is at constant currency.

3

Totals may not add due to minor corporate-level adjustments.

4

Other Adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO) and Funds Available for Distribution Attributable to Common Stockholders (FAD)” above.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Debt to Adjusted Pro Forma EBITDA1

(Dollars in thousands)

(unaudited)

For the Year Ended

For the Three Months Ended

December 31, 2021

December 31, 2021

September 30, 2021

Net income (loss) attributable to common stockholders

$

49,008

$

(40,854

)

$

60,680

Adjustments:

Interest

440,089

110,455

108,816

Loss on extinguishment of debt, net

59,299

2,491

29,792

Taxes (including tax amounts in general, administrative and professional fees)

10,091

(3,511

)

5,151

Depreciation and amortization

1,197,403

318,959

313,596

Non-cash stock-based compensation expense

31,966

5,801

4,700

Transaction expenses and deal costs

47,318

19,318

22,662

Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA

(26,649

)

(6,665

)

(6,578

)

Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities

73,847

24,264

14,002

Gain on real estate dispositions

(218,788

)

(24,705

)

(150,292

)

Unrealized foreign currency loss (gain)

70

(87

)

33

Change in fair value of financial instruments

1,197

19,971

25,448

Natural disaster expenses, net

10,226

366

1,566

Allowance on loan investments, net of noncontrolling interests

(9,074

)

(59

)

(58

)

Adjusted EBITDA

$

1,666,003

$

425,744

$

429,518

Adjustment for New Senior acquisition 2

84,610

24,698

Adjustment for current period activity

(62,209

)

(14,624

)

(41,268

)

Adjusted Pro Forma EBITDA

$

1,688,404

$

411,120

$

412,948

Adjusted Pro Forma EBITDA annualized

$

1,644,480

$

1,651,792

Total debt

$

12,027,544

$

12,027,544

$

12,078,835

Debt on assets held for sale

Cash

(149,725

)

(149,725

)

(143,770

)

Restricted cash pertaining to debt

(22,943

)

(22,943

)

(23,515

)

Partners’ share of consolidated debt

(278,018

)

(278,018

)

(277,325

)

Ventas share of unconsolidated debt

338,071

338,071

292,516

Net debt

$

11,914,929

$

11,914,929

$

11,926,741

Net debt to Adjusted Pro Forma EBITDA

7.1 x

7.2 x

7.2 x

1 Totals may not add due to rounding.

2 On September 21, 2021, Ventas acquired New Senior Investment Group Inc. (“New Senior”). New Senior’s financial results following the acquisition are included in Adjusted EBITDA for the three months ended September 30, 2021 and for the full year ended December 31, 2021. New Senior’s financial results prior to the acquisition, as adjusted to reflect anticipated G&A synergies that are directly attributable to the acquisition, are included in Adjusted Pro Forma EBITDA for the three months ended September 30, 2021 and for the full year ended December 31, 2021. New Senior’s financial results prior to the acquisition were derived from New Senior’s accounting records. Anticipated G&A synergies reflected in Adjusted Pro Forma EBITDA are based on preliminary estimates and assumptions, which are subject to change. For additional information related to the acquisition of New Senior, please refer to Ventas's Form 8-K dated September 21, 2021 and Form 10-Q for the quarter ended September 30, 2021.

The Company defines Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding gains or losses on extinguishment of debt, partners’ share of EBITDA of consolidated entities, transaction expenses and deal costs, net gains or losses on real estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments, unrealized foreign currency gains or losses, net expenses or recoveries related to natural disasters and non-cash charges related to leases, and including (a) Ventas’ share of EBITDA from unconsolidated entities and (b) other immaterial or identified items.

The information above considers the pro forma effect on Adjusted EBITDA of the Company’s activity during the three months and year ended December 31, 2021 and the three months ended September 30, 2021, as if the transactions had been consummated as of the beginning of the period (“Adjusted Pro Forma EBITDA”) and considers any other incremental items set forth in the Adjusted Pro Forma EBITDA reconciliation included herein.

The Company believes that Net debt, Adjusted Pro Forma EBITDA and Net debt to Adjusted Pro Forma EBITDA are useful to investors, analysts and Company management because they allow the comparison of the Company’s credit strength between periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Operating Income (NOI) and Same-Store Cash NOI by Segment (Constant Currency)

(Dollars in thousands)

(unaudited)

For the Three Months Ended December 31, 2021 and 2020

For the Three Months Ended December 31, 2021

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net loss attributable to common stockholders

$

(40,854

)

Adjustments:

Interest and other income

(13,466

)

Interest expense

110,455

Depreciation and amortization

318,959

General, administrative and professional fees

28,602

Loss on extinguishment of debt, net

2,491

Transaction expenses and deal costs

19,318

Allowance on loans receivable and investments

(61

)

Other

26,355

Loss from unconsolidated entities

2,306

Gain on real estate dispositions

(24,705

)

Income tax benefit

(4,747

)

Net income attributable to noncontrolling interests

1,749

Reported segment NOI

$

150,526

$

131,933

$

133,704

$

10,239

$

426,402

Adjustments:

Straight-lining of rental income

(1,873

)

(2,429

)

(4,302

)

Non-cash rental income

(11,705

)

(5,482

)

(17,187

)

NOI not included in cash NOI1

(2,767

)

8

(1,218

)

(3,977

)

Non-segment NOI

(10,239

)

(10,239

)

Cash NOI

134,181

131,941

124,575

390,697

Adjustments:

Cash NOI not included in same-store

(2,101

)

(28,646

)

(2,598

)

(33,345

)

Same-store cash NOI - constant currency

$

132,080

$

103,295

$

121,977

$

$

357,352

Percentage increase (decrease) - constant currency

0.1

%

(21.3

%)

2.6

%

(6.5

%)

For the Three Months Ended December 31, 2020

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net income attributable to common stockholders

$

110,451

Adjustments:

Interest and other income

(644

)

Interest expense

114,208

Depreciation and amortization

261,966

General, administrative and professional fees

29,537

Loss on extinguishment of debt, net

3,405

Transaction expenses and deal costs

3,683

Allowance on loans receivable and investments

(10,416

)

Other

(16,043

)

Income from unconsolidated entities

(17,705

)

Gain on real estate dispositions

(22,117

)

Income tax benefit

(679

)

Net income attributable to noncontrolling interests

1,502

Reported segment NOI

$

162,871

$

136,430

$

136,827

$

21,020

$

457,148

Adjustments:

Straight-lining of rental income

(1,879

)

(2,272

)

(4,151

)

Non-cash rental income

(12,707

)

(2,390

)

(15,097

)

Write-off of straight-line rental income

14

85

99

NOI not included in cash NOI1

(15,993

)

(2,282

)

(11,055

)

(29,330

)

Non-segment NOI

(21,020

)

(21,020

)

NOI impact from change in FX

129

1,332

1,461

Cash NOI

132,435

135,480

121,195

389,110

Adjustments:

Cash NOI not included in same-store

(462

)

(4,204

)

(2,308

)

(6,974

)

NOI impact from change in FX not in same-store

(3

)

(3

)

Same-store cash NOI - constant currency

$

131,973

$

131,273

$

118,887

$

$

382,133

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

For the Three Months Ended December 31, 2021 and September 30, 2021

For the Three Months Ended December 31, 2021

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net loss attributable to common stockholders

$

(40,854

)

Adjustments:

Interest and other income

(13,466

)

Interest expense

110,455

Depreciation and amortization

318,959

General, administrative and professional fees

28,602

Loss on extinguishment of debt, net

2,491

Transaction expenses and deal costs

19,318

Allowance on loans receivable and investments

(61

)

Other

26,355

Loss from unconsolidated entities

2,306

Gain on real estate dispositions

(24,705

)

Income tax benefit

(4,747

)

Net income attributable to noncontrolling interests

1,749

Reported segment NOI

$

150,526

$

131,933

$

133,704

$

10,239

$

426,402

Adjustments:

Straight-lining of rental income

(1,873

)

(2,429

)

(4,302

)

Non-cash rental income

(11,705

)

(5,482

)

(17,187

)

NOI not included in cash NOI1

(2,767

)

8

(1,218

)

(3,977

)

Non-segment NOI

(10,239

)

(10,239

)

Cash NOI

134,181

131,941

124,575

390,697

Adjustments:

Cash NOI not included in same-store

(1,531

)

(24,451

)

(2,715

)

(28,697

)

Same-store cash NOI - constant currency

$

132,650

$

107,490

$

121,860

$

$

362,000

Percentage increase (decrease) - constant currency

%

0.8

%

(0.1

%)

0.2

%

For the Three Months Ended September 30, 2021

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net income attributable to common stockholders

$

60,680

Adjustments:

Interest and other income

(417

)

Interest expense

108,816

Depreciation and amortization

313,596

General, administrative and professional fees

30,259

Loss on extinguishment of debt, net

29,792

Transaction expenses and deal costs

22,662

Allowance on loans receivable and investments

(60

)

Other

33,673

Income from unconsolidated entities

(2,772

)

Gain on real estate dispositions

(150,292

)

Income tax expense

3,780

Net income attributable to noncontrolling interests

2,094

Reported segment NOI

$

178,111

$

104,380

$

137,622

$

31,698

$

451,811

Adjustments:

Straight-lining of rental income

(1,854

)

(1,713

)

(3,567

)

Non-cash rental income

(11,713

)

(5,491

)

(17,204

)

Non-cash impact of lease termination

(22,309

)

(22,309

)

NOI not included in cash NOI1

(9,303

)

(216

)

(6,608

)

(16,127

)

Non-segment NOI

(31,698

)

(31,698

)

NOI impact from change in FX

(151

)

(51

)

(202

)

Cash NOI

132,781

104,113

123,810

360,704

Adjustments:

Cash NOI not included in same-store

(170

)

2,508

(1,826

)

512

Same-store cash NOI - constant currency

$

132,611

$

106,621

$

121,984

$

$

361,216

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

For the Year Ended December 31, 2021 and 2020

For the Year Ended December 31, 2021

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net income attributable to common stockholders

$

49,008

Adjustments:

Interest and other income

(14,809

)

Interest expense

440,089

Depreciation and amortization

1,197,403

General, administrative and professional fees

129,758

Loss on extinguishment of debt, net

59,299

Transaction expenses and deal costs

47,318

Allowance on loans receivable and investments

(9,082

)

Other

37,110

Income from unconsolidated entities

(4,983

)

Gain on real estate dispositions

(218,788

)

Income tax expense

4,827

Net income attributable to noncontrolling interests

7,551

Reported segment NOI

$

638,488

$

458,273

$

543,882

$

84,058

$

1,724,701

Adjustments:

Straight-lining of rental income

(7,382

)

(7,654

)

(15,036

)

Non-cash rental income

(47,225

)

(17,898

)

(65,123

)

Non-cash impact of lease termination

(22,309

)

(22,309

)

Cash modification / termination fees

12,037

12,037

NOI not included in cash NOI1

(30,111

)

(2,631

)

(26,761

)

(59,503

)

Non-segment NOI

(84,058

)

(84,058

)

Cash NOI

531,461

455,642

503,606

1,490,709

Adjustments:

Cash NOI not included in same-store

(7,118

)

(85,325

)

(14,614

)

(107,057

)

Same-store cash NOI - constant currency

524,343

370,317

488,992

1,383,652

Percentage (decrease) increase - constant currency

(27.9

%)

(21.7

%)

5.3

%

(16.9

%)

Adjusted Same-store cash NOI - constant currency

$

524,343

$

370,317

$

488,992

$

$

1,383,652

Adjusted percentage (decrease) increase - constant currency

(7.4

%)

(21.7

%)

5.3

%

(8.0

%)

For the Year Ended December 31, 2020

Triple-Net

Senior Housing
Operating

Office

Non-Segment

Total

Net income attributable to common stockholders

$

439,149

Adjustments:

Interest and other income

(7,609

)

Interest expense

469,541

Depreciation and amortization

1,109,763

General, administrative and professional fees

130,158

Loss on extinguishment of debt, net

10,791

Transaction expenses and deal costs

29,812

Allowance on loans receivable and investments

24,238

Other

707

Income from unconsolidated entities

(1,844

)

Gain on real estate dispositions

(262,218

)

Income tax benefit

(96,534

)

Net income attributable to noncontrolling interests

2,036

Reported segment NOI

$

673,105

$

538,489

$

549,375

$

87,021

$

1,847,990

Adjustments:

Straight-lining of rental income

(8,833

)

(12,286

)

(21,119

)

Non-cash rental income

(28,726

)

(10,668

)

(39,394

)

Cash impact of Brookdale lease modification

161,533

161,533

Cash modification / termination fees

(1,000

)

(1,000

)

Impact of Holiday lease termination

(50,184

)

(50,184

)

Write-off of straight-line rental income

67,636

6,953

74,589

NOI not included in cash NOI1

(85,853

)

(12,501

)

(50,629

)

(148,983

)

Non-segment NOI

(87,021

)

(87,021

)

NOI impact from change in FX

1,780

10,331

12,111

Cash NOI

730,458

536,319

481,745

1,748,522

Adjustments:

Cash NOI not included in same-store

(2,885

)

(62,456

)

(17,529

)

(82,870

)

NOI impact from change in FX not in same-store

(651

)

(651

)

Same-store cash NOI - constant currency

$

727,573

$

473,212

$

464,216

$

$

1,665,001

Adjusted Same-store cash NOI:

Less cash impact of Brookdale lease modification

(161,533

)

(161,533

)

Adjusted Same-store cash NOI - constant currency

$

566,040

$

473,212

$

464,216

$

$

1,503,468

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

The Company considers NOI and Same-store cash NOI as important supplemental measures because they allow investors, analysts and the Company’s management to assess its unlevered property-level operating results and to compare its operating results with those of other real estate companies and between periods on a consistent basis. The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. In the case of NOI, cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies.

The Company defines same-store as properties owned, consolidated and operational for the full period in both comparison periods and are not otherwise excluded; provided, however, that the Company may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in the Company’s judgment such inclusion provides a more meaningful presentation of its portfolio performance. Newly acquired development properties and recently developed or redeveloped properties in the Company’s Seniors Housing Operating Portfolio (“SHOP”) will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in the Office and Triple-Net Leased Portfolios will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. SHOP and Triple-Net Leased properties that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented.

Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by materially disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a materially disruptive redevelopment; (iv) for the Office and Triple-Net Leased Portfolios, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase net operating income, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for the SHOP and Triple-Net Leased Portfolios, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.

To eliminate the impact of exchange rate movements, all portfolio performance-based disclosures assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

First Quarter 2022 Same-Store Cash NOI Guidance by Segment 1,2

(Dollars in millions)

For the Three Months Ended March 31, 2022

Tentative / Preliminary and Subject to Change

Triple-Net

Senior
Housing
Operating

Office

Non-
Segment

Total

High End

Net Income Attributable to Common Stockholders

$

46

Depreciation and Amortization3

281

Interest Expense, G&A, Other Income and Expenses4

150

Reported Segment NOI5

$

147

$

181

$

137

$

12

477

Non-Cash and Non-Same-Store Adjustments5

(15

)

(46

)

(12

)

(12

)

(86

)

Same-Store Cash NOI5

$

132

$

135

$

125

$

$

391

Percentage Increase

0.0

%

26.0

%

5.0

%

9.0

%

Net HHS Grants

$

21

$

21

Low End

Net Income Attributable to Common Stockholders

$

29

Depreciation and Amortization3

282

Interest Expense, G&A, Other Income and Expenses4

150

Reported Segment NOI5

$

145

$

168

$

135

$

12

460

Non-Cash and Non-Same-Store Adjustments

(15

)

(42

)

(11

)

(12

)

(80

)

Same-Store Cash NOI5

$

130

$

126

$

124

$

$

380

Percentage (Decrease) Increase

(1.5

)%

18.0

%

4.0

%

6.0

%

Net HHS Grants

$

21

$

21

For the Three Months Ended March 31, 2021

Prior Year

Net Income Attributable to Common Stockholders

$

(57

)

Depreciation and Amortization3

314

Interest Expense, G&A, Other Income and Expenses4

166

Reported Segment NOI

$

155

$

111

$

135

$

22

423

Non-Cash and Non-Same-Store Adjustments

(23

)

(4

)

(16

)

(22

)

(65

)

NOI Impact from Change in FX

0

0

Same-Store Cash NOI

$

132

$

107

$

119

$

358

Net HHS Grants

$

8

$

8

1Q22

GBP (£) to USD ($)

1.36

USD ($) to CAD (C$)

1.27

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 in the Company’s filings with the Securities and Exchange Commission.

2

See table titled “Net Operating Income (NOI) and Same-Store Cash NOI by Segment” for a detailed breakout of adjustments for each respective category.

3

Includes real estate depreciation and amortization, corporate depreciation and amortization and amortization of other intangibles.

4

Includes interest expense, general and administrative expenses (including stock-based compensation), loss on extinguishment of debt, transaction expenses and deal costs, income from unconsolidated entities, income tax benefit and other income and expenses.

5

Total may not add across due to minor corporate-level adjustments and rounding.

Sarah Whitford

(877) 4-VENTAS

Source: Ventas, Inc.

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