Ladies and gentlemen, thank you for standing by, and welcome to the Ventas Fourth Quarter 2020 Earnings Call. Operator provides instructions to participants. I would now like to hand the conference over to your first speaker today, Sarah Whitford, Director of Investor Relations. Please go ahead.

Thanks, Amy. Good morning, and welcome to the Ventas Fourth Quarter Financial Results Conference Call. Earlier this morning, we issued our fourth quarter earnings release, supplemental and investor presentation. These materials are available on the Ventas website at ir.ventasreit.com. As a reminder, remarks made today may include forward-looking statements, including certain expectations related to COVID-19 and other matters. Forward-looking statements are subject to risks and uncertainties. And a variety of factors may cause actual results to differ materially from those contemplated by such statements. For a more detailed discussion of those factors, please refer to our earnings release for this quarter and to our most recent SEC filings, all of which are available on the Ventas website. Certain non-GAAP financial measures will also be discussed on this call. For a reconciliation of these measures to the most closely comparable GAAP measures, please refer to our supplemental posted on the Investor Relations section of our website. I will now turn over the call to Debra Cafaro, Chairman and CEO.

Thank you, Sarah, and good morning to all of our shareholders and other participants. On behalf of all my colleagues, we want to welcome you to the Ventas Fourth Quarter and Year-end 2020 Earnings Call. Let me begin by expressing my deep gratitude and optimism, borne of the strength, resilience and innovation so many have demonstrated over the past year and the positive developments we are seeing on the ground in our portfolio virtually every day. Our results in the fourth quarter demonstrated Ventas' resilience with normalized FFO reported at $0.83 a share and $0.74 at much appreciated funding from HHS to our senior living communities that have been affected by COVID-19. I've reflected on the grueling year we've all had. I couldn't be prouder of our productive and skilled teams, our enterprise and our capable, dedicated partners. After a fast and positive start to 2020, the last year has been dominated by the COVID-19 pandemic and punctuated by extreme weather disruptions, both of which have continued into the first quarter of 2021. Throughout, we've put the full force of our firm's resources and energy behind keeping people safe, demonstrating remarkable resilience and becoming part of the solution, whether in employee testing, advocacy or assistance to tenants and operators who needed it. Financially, through our foresight, our longstanding diversification strategy and our decisive actions, we've kept our enterprise strong and stable, generating almost the same EBITDA in 2020 as we did in 2019 and benefiting from our investments in people, systems and preparedness, our balance sheet flexibility and our embedded relationships with best-in-class partners. And we found ways to grow and advance our strategic objectives, including building value through acquisition and development in life sciences, investing in Le Groupe Maurice's attractive senior housing development pipeline, creating new partnerships and establishing a third-party investment management platform that will provide more options for future growth. We remain committed to our core values of respect and integrity and accelerated our actions to promote sustainability, diversity and social justice in our company, our communities and our country. Finally, we were very fortunate to recently add 2 topnotch directors to the company: one, a leader in health care; and the other in real estate and REITs. My gratitude and optimism also flow from the life-saving COVID-19 vaccine discovery by doctors and scientists in record time and the recent acceleration of vaccine delivery by the Biden administration. Nationally, ending COVID-19 is foundational to spur sustained economic recovery and restore vitality to so many businesses, households and workers. At Ventas, we're proud that 100% of our U.S. SHOP, AL and memory care communities have already received the vaccine. And nearly 90% of them will complete their second dose by the end of this month. Notably, senior housing vaccine delivery represents one of the shining successes in our fight against COVID-19. In our SHOP communities, it is wonderful to know that about 30,000 vulnerable residents have already been vaccinated and are one step closer to feeling safe, seeing loved ones and enjoying a richer life. From our real-time data, we also know that confirmed COVID-19 cases in our communities have recently begun to improve significantly, creating an enhanced sense of well-being and enabling more operators to open communities to new move-ins. And leads at our communities built to their highest level since the pandemic began in January, once again demonstrating the strength of the value proposition of senior housing and the resilient demand for the services our care providers deliver. While we expect SHOP's first quarter NOI and occupancy, which are lagging indicators, to decline sequentially as a result of November to January's extreme COVID-19 conditions, we are encouraged by the breadth and consistency of all positive leading indicators. Conditions remain dynamic, and it is too early to declare a definitive trend. But we like the picture we are starting to see. Post-pandemic senior housing growth represents an incredibly significant value creation opportunity for our shareholders. Turning to our investment outlook. Our diversified asset base with 5 verticals has given us the ability to continue successfully allocating capital over time and through cycles. For example, we've created tremendous value since our early cycle investments in our Research & Innovation business in 2016. We continue to find meaningful opportunities to drive that business forward in both ground-up development and asset acquisitions with universities and in cluster markets alike. Our decision to add life sciences to our enterprise has provided an uplift to our results, our investment activity and our value. Here are a couple of current examples. Our $280 million life sciences project, known as One uCity, in the thriving research submarket of Philadelphia, which is bookended by Penn and Drexel, is attracting significant leasing interest. In addition to the nearly $1 billion ground-up development projects already underway, our university-based development pipeline continues to hold about another $1 billion in active potential projects with both new and existing university relationships. In particular, with Wexford, we are in the design development phase of a nearly $0.5 billion project with a major research university on the West Coast that is substantially pre-leased. We look forward to sharing more information with you later this year. Outside of Research & Innovation, we continue to allocate capital to develop large Class A independent living communities with our partner, LGM, in Québec. We've had 5 projects underway with investment also totaling nearly $0.5 billion. And 2 of the projects were delivered in the fourth quarter. We are pleased to report that the 2 open communities have leased up quickly and occupancy is already nearly 80%. In addition, our pipeline of potential acquisitions in all 5 of our verticals is active and growing. We continue to invest with an eye towards growing reliable cash flow and favorable risk-adjusted returns. We will also continue to evaluate and execute opportunities to recycle capital as well. Both Justin and Pete have been working with our deal team to target about $1 billion of dispositions during the year to optimize our portfolio. Finally, our institutional investment capital management platform continues to grow and succeed with well over $3 billion in assets under management. Bringing together our pre-existing and new third-party capital vehicles under one umbrella, the Ventas Investment Management business includes our life sciences and health care funds. The Ventas Fund stands out as one of the most successful launches of a first-time real estate fund in any asset class. Our investment management platform provides a significant competitive advantage to Ventas. It broadens our capital sources, augments our investment capacity, expands our footprint, leverages our team and industry expertise, improves our financial flexibility and liquidity and adds an incremental source of earnings. There is tremendous market opportunity within life science, medical office and senior housing real estate. And we are well positioned to capitalize on it in multiple ways. In closing, let me reiterate that demographically driven demand is right in front of us. The leading indicators in senior housing are improving rapidly. Vaccine delivery is accelerating. And the long-term thesis for all of our asset classes and for Ventas remains firmly positive. All of us at Ventas have an abiding commitment to staying strong and steady and winning the recovery on behalf of all of our stakeholders. Now I'm pleased to turn the call over to Justin Hutchens.

Thank you, Debbie. I'd like to begin by highlighting the fourth quarter performance and first quarter performance expectations. First, I would like to mention that we are humbled and grateful that HHS continues to recognize the crucial role senior living plays in protecting vulnerable older Americans. Through the CARES Act, HHS has provided several rounds of funding to assisted living communities to partially mitigate losses directly suffered because of the COVID-19 pandemic. Through this program, applicable to sequential same-store SHOP assets, our communities have received $34 million in the fourth quarter and $13 million to date in the first quarter, which has been applied as a contract expense to offset COVID-19-related expenses incurred. After a challenging fourth quarter and January in which the national spread of COVID-19 hit all-time highs, our communities experienced an increase in resident cases and we had more communities closed to move-ins. Leading indicators have followed a similar pattern. Leads and move-ins drifted down throughout November and December while at the same time, move-outs were elevated. Although the fourth quarter was a challenging quarter, we are pleased that our occupancy hung in there with a 90 basis point decline. Looking ahead to the remainder of the first quarter. For the forecast Q1 sequential same-store SHOP portfolio, we expect cash NOI to decline from the fourth quarter to the first quarter, excluding HHS grants of $34 million and $13 million to date in each respective period. This NOI deterioration is driven by a 250 to 325 basis point expected occupancy decline, partially offset by a modest rate increase. We expect to see continued elevated operating expenses into the first quarter. And while we are seeing continued high levels of COVID-related costs, these are partially mitigated by $13 million of Phase 3 HHS grant money received to date in the first quarter. I'll add that recent severe winter weather across the country could cause additional expenses as well as delays in move-ins. We haven't included any impacts, if any, in our guidance. While we are experiencing choppy waters at this stage of the pandemic, I would like to highlight green shoots that support a more optimistic outlook ahead. I'll start by highlighting our improving clinical trends. Consistent with the U.S. COVID case trends, our SHOP communities are experiencing a significant decline in new COVID cases. In the most recent week, we are averaging 9 cases per day, which is the lowest since October and down from 92 cases per day at the peak in January. We couldn't be more relieved about this improvement, knowing this means less illness and less people potentially dying from COVID. This positive clinical trend is also important to local health departments' support of our communities' ability to accept new move-ins and to offer a more robust living experience for our residents. I'd like to comment on the early success our operators have had deploying the vaccine to residents and employees within our SHOP portfolio. As Debbie mentioned, 100% of our assisted living and memory care communities have hosted their first vaccine clinic. In other good news related to the vaccine, 2 studies from Spain and Israel have come out showing favorable data that people who are vaccinated and still contract COVID-19 are far less likely to spread the illness to others than if they were not vaccinated. The execution of the vaccine is a massively important step towards the stabilization and growth in our senior housing platform. I'll note that 95% of our communities are already open to move-ins, which is near our pandemic high. I'll remind you of the importance of the segments mentioned in our business update. Currently, 80% of our communities are operating in segment 3. This is up from 64% a month ago. Segment 3 is the least restrictive operating environment. The communities in this segment offer a more robust living experience, includes a more open dining experience and small group activities. Most importantly, it allows for less restrictive visitation between residents and their loved ones. As more communities expand their service offering, demand for our services should improve. Leads and move-ins started to pick up again in January with the highest number of leads we have witnessed since the beginning of the pandemic. We have seen broad-based strength in lead volume across regions. And the initial indication is that this momentum has continued into February. The increase in leads have been bolstered by very strong growth in our Le Groupe Maurice portfolio in Canada and consistent strong lead performance by Atria in the U.S. To summarize our optimism, new COVID cases down, vaccine distribution on track, leading to a more robust living experience and all combining to support higher leads. We continue to monitor these positive trends on a real-time basis and remain focused on supporting our operating partners as they get positioned to win the recovery. Moving on to triple-net senior housing. In the fourth quarter and through January, Ventas received all of its expected triple-net senior housing cash rents. Our underlying triple-net senior housing portfolio performance continues to be impacted by COVID-19. However, due to a mix of lease resolutions executed in 2020, government subsidies, including PPP loans and HHS funds and other tenant resources, our tenants have continued to pay as expected. Our trailing 12-month cash flow coverage for senior housing is 1.3x, respectively. I'll comment on the senior housing industry outlook. Our competitive outlook has continued to evolve amid the pandemic. In 2020, construction starts nationally were down 50% year-over-year and deliveries were at their lowest levels since 2013. Our SHOP markets witnessed particularly favorable supply trends with starts down 66% versus the prior year and deliveries down over 40%. We are optimistic about the long-term impact from lower construction starts. Fewer starts today, combined with the compelling aging demographic trends, where the 80-plus population is expected to grow nearly 15% between now and 2024, which is 5x faster than the broader population, will provide a potent tailwind over the next few years. Moving on to final comments. I'd like to comment on the tremendous job well done our operator partners and frontline staff have done prioritizing the health and safety of our residents and employees throughout a very challenging period. We couldn't be more proud of their focus, determination, courage and perseverance throughout the pandemic. I'd also like to note our excitement in support for Jack Callison, the new CEO of Sunrise Senior Living. We know Jack to be an accomplished and charismatic leader who is extremely qualified to lead Sunrise. I'll finish by reiterating our optimistic outlook as we consider the improving clinical trends, vaccine rollout, communities opening for move-ins with a more robust living experience and post-pandemic supply-demand tailwinds that give us continued confidence and a very strong positive growth trajectory in senior housing. With that, I'll hand the call to Pete.

Thanks, Justin. I'll cover the Office and health care triple-net segments. Together, these segments represent 47% of Ventas' NOI. They continue to produce strong results, showcasing their value proposition and financial strength amongst the pandemic. In fact, for the full year 2020, these segments combined to generate same-store cash NOI growth of 3%. First, I'll cover Office. MOBs and Research & Innovation centers, the 2 lines of business within our Office portfolio, they play a key role in the delivery of crucial health care services and research for life-saving vaccines and therapeutics. The office portfolio continued to provide steady growth, delivering $128 million of same-store cash NOI in the fourth quarter. This represents a 1.5% sequential growth, led by our R&I portfolio, which generated 3.6% same-store cash NOI growth. Moreover, full year Office same-store cash NOI grew 3.3% versus 2019, near the midpoint of original 2020 Office guidance of 3% to 4% despite the impacts of COVID-19. Normalizing for a pay parking shortfall and increased cleaning cost due to COVID, same-store cash NOI grew 4.5%, surpassing our pre-COVID guidance range. In terms of rent receipts, Office tenants paid an industry-leading 99.2% of contractual rent in the fourth quarter. For the entire period, from April through December, tenants paid 99.4% of contractual rent. This is without deducts or deferrals, which were de minimis. Substantially, all granted deferrals have been repaid and new deferrals were negligible during the fourth quarter. Continuing the trend, we have collected 98% of January contractual rents, on track to meet or exceed the fourth quarter collection rate. February to date collection results are also strong and are at a consistent pace when compared to the fourth quarter. This strong performance is enabled by the mission-critical nature of our portfolio and by our high-quality, creditworthy tenancy. In our medical office portfolio, nearly 85% of our NOI comes from investment-grade-rated tenants and HCA. In our R&I portfolio, a 76% of our revenues come directly from investment-grade-rated organizations and publicly traded companies. Medical office had a record level retention of 88% for the fourth quarter and 87% for the trailing 12 months. Driven by this retention, total Office leasing was 700,000 square feet for the quarter and 3.4 million square feet for the full year of 2020. This includes 540,000 square feet of new leasing. Total leasing far exceeded our pre-COVID 2020 plan. All of our MOB properties are in elective surgery restriction-free locations. As a result, we are seeing positive utilization trends that mirror increased admissions and surgery volumes being reported by the health systems. As an example, pay parking receipts during the second quarter of 2020 were only 46% of normal. During the fourth quarter, however, pay parking recovered to 71% of normal. As Debbie mentioned, we continue to be excited about the Office business and particularly investment opportunities in the R&I space. In the fourth quarter, we closed our acquisition of the 3-asset, 800,000-square foot trophy life sciences portfolio in San Francisco. Since last quarter's announcement, we have renewed a large tenant and signed 2 new leases, bringing the building to 100% leased, a clear demonstration of the attractiveness of these buildings to the marketplace. We also opened our $80 million R&I development on the campus of Arizona State, located within the Phoenix Biomedical Campus, a 30-acre innovation district established by the city of Phoenix in the heart of downtown. The building is over 50% pre-leased and is ahead of pro forma. Now let's turn to health care triple-net. During the fourth quarter, our health care triple-net assets showed continued strength. We have received 100% of fourth quarter rents as well as 100% of January and 100% of February rents. Trailing 12-month EBITDARM cash flow coverage improved sequentially for all our health care triple-net asset classes, except skilled nursing despite COVID-19. Acute and post-acute providers had early access to significant government funding to create liquidity and mitigate pandemic-related losses. Acute care hospitals' trailing 12-month coverage was a strong 3.3 in the third quarter, a 20 basis point sequential improvement, driven by a rebound in elective surgical procedures, prudent expense management as well as government funding. Ardent continues to perform extremely well in this dynamic market condition. And all of Ardent's hospitals reside in jurisdictions that are open for elective procedures. We are excited to continue growing with Ardent. During the fourth quarter, Ardent opened a new outpatient cancer center on the campus in their hospital in Amarillo, Texas. The cancer center features best-in-class equipment and facilities for radiation therapy, chemotherapy and cancer care. We invested approximately $30 million at a near 8% stabilized yield. IRF and LTAC coverage improved 10 basis points to 1.6x in the third quarter, buoyed by strong business results and government funding. In particular, Kindred has demonstrated its core competency in treating complex patient cases. Census levels continued to be very high. And finally, within our loan portfolio, our Colony, Holiday and Brookdale loans are all fully current. I'd like to close with a thank you, a sincere thank you to our frontline staff, who have kept these critical facilities open during this difficult time. You are all heroes. With that, I'll turn the call over to Bob.

Thanks, Pete. In my remarks today, I'll cover our 2020 enterprise fourth quarter results, our expectations for the first quarter of 2021 and our recent liquidity, balance sheet and capital activities. Let's start with our fourth quarter financial performance. Ventas reported fourth quarter net income attributable to common stockholders of $0.29 per share and normalized funds from operations of $0.83 per share or $0.74, excluding the $0.09 in HHS grants received in SHOP in Q4. Other sequential fourth quarter drivers to highlight include $0.04 of income recorded in our unconsolidated entities, offset by a $0.05 Q4 sequential decline in NOI, principally in SHOP. Meanwhile, Office and triple-net healthcare was stable on a sequential basis in the fourth quarter. That's a good segue way to our Q1 guidance as Q4 is an appropriate start point for our first quarter 2021 expectations. The key components of our Q1 guidance are as follows. Net income attributable to common stockholders is estimated to range between minus $0.07 and minus $0.01 per fully diluted share. Normalized FFO is forecast to range from $0.66 to $0.71 per share. The midpoint of our FFO guidance, $0.68 per share, represents a $0.15 sequential decline from the fourth quarter. This change can be largely explained by a $0.09 reduction in HHS grant income and income from unconsolidated entities. The balance is driven by a $0.05 reduction in organic SHOP NOI performance. A few of the key SHOP Q1 assumptions include Q1 2021 average occupancy ranging from 250 to 325 basis points lower versus the fourth quarter average; sequential growth in REVPOR as a result of the annual in-place rent increases implemented at the start of 2021; and continued elevated levels of operating expenses, driven by COVID labor and testing. Outside of SHOP, we expect our property NOI to be stable on a sequential basis in the first quarter. A normalized FFO per share bridge from our fourth quarter to our first quarter 2021 guidance midpoint, together with key assumptions, can be found in our press release and our business update presentation posted to our website today. I'll close with our balance sheet and capital activity. I am proud of the actions the Ventas team has taken to manage our balance sheet, leverage and liquidity. We have navigated the disruption created by COVID and kept Ventas strong and stable while protecting shareholder capital. I'd highlight a few of our most recent actions and results. First, some key stats from 2020. We finished 2020 with full year net debt-to-EBITDA of 6.1x, maintained a strong maturity profile with duration exceeding 6 years, had held total debt to gross asset value at 37%, reduced our net debt at year-end by over $500 million year-over-year and retained robust liquidity exceeding $3 billion. In 2020, we also took advantage of the strong bid for health care real estate and realized over $1 billion in asset sales at a blended 5.3% cash yield. In 2021, we're targeting an additional $1 billion in asset sales across our verticals in the second half of the year. Proceeds from dispositions are expected to be used to reduce debt and to fund future growth through development and redevelopment capital spend. In January 2021, we closed on a new 4-year $2.75 billion unsecured credit facility. We had great demand from 24 new and incumbent financial institutions and we're able to realize better pricing. I'd like to personally thank our banking partners for their support of Ventas. They are critical to our success. And finally, in March 2021, Ventas will use cash on hand from recent dispositions to reduce our near-term maturities by fully repaying $400 million of our 3.1% senior notes due January 2023. As a result of these and other actions, we're positioned to capitalize on the powerful upside across our business once the pandemic is finally in the rearview mirror. That concludes our prepared remarks. Operator provides instructions to participants. With that, I will turn the call back to the operator.

Operator provides instructions to participants. Our first question today comes from the line of Juan Sanabria with BMO Capital Markets.

I was just hoping, Debbie, maybe you could provide a little color on the acquisition pipeline. You talked about it being robust across your various verticals. So I guess I'm curious what asset texture of the most interest. You've been kind of quiet on the seniors housing acquisition front for a while. It seems like Ardent might have some new opportunities if it merges with LifePoint. I'm curious if that acquisition pipeline is more focused on balance sheet or through the fund.

Well, it's great to hear from you. I would say that we have a lot of options now as we look at investment opportunities. Not only can we look across the 5 asset types, but also we have a number of tools we can use to acquire assets, either on balance sheet or in our investment management business. So I'd say we're really looking across the board. We've got obviously a lot of life sciences and research and innovation, both ground-up development as well as acquisition activity. We've got some senior housing possibilities in the pipeline. Ardent is obviously doing well. And we continue to look for similarly high-quality opportunities in that space. And so it really is quite interesting and across the board. And as I mentioned, we're continuing to invest with LGM. They have done just an incredible job, both on the management of the stable portfolio but also in developing and leasing up very quickly these Class A assets. And we're looking forward to doing more of that with LGM as well.

Okay. And then just for my follow-up on the disposition front, switching to the opposite side, the $1 billion for '21 that you've targeted for the second half, could you provide any color on the types of assets you're selling? If I think about this time last year, you talked about maybe joint venturing Eclipse. You had some Atria assets that were on the block. So if you could just give us a little bit more color on the flavor there.

Good one. I mean I gave a little clue when we talked about Justin and Pete really optimizing the portfolio. So while we're really looking across the board, I would say that senior housing and maybe some select MOBs could fall within that disposition pipeline.

Your next question comes from the line of Nick Joseph with Citi.

Maybe just following up on that question. I know you said it's the back half of the year. But just curious what the timing is and then the cap rates on any of those asset sales, just trying to get a sense of any potential dilution in the back half of this year into 2022.

Yes. I mean, obviously, we're going to look to be smart about when and how we do it. I would basically just refer you to kind of the back half, and you can make a weighted assumption around timing. It's obviously TBD. And cap rates also TBD, but we would look really to find lower cap rate assets that we could dispose of. And obviously, you can see in the market, there's a really strong bid across the board in these asset classes. And that is a very good sign for our ability to execute in a really effective way.

And then maybe just on the senior housing side, I'm looking at your business update, with the move-outs trending higher at least through January, what percentage of those were voluntary? And then how have voluntary move-outs trended over the past few months?

Yes. I'm going to turn it over to Justin. I mean, as we've mentioned, I mean, the key points are really around the clinical results. Because you really have to think about leading indicators, seeing cases in mortality. And then when those start to improve significantly, as we've seen, the lagging indicators of NOI and occupancy tends to follow. So I'll turn it over to Justin, so he can really address your questions in specific.

In regards to the recent trend upwards in move-outs, that's mostly clinically related hospitalizations, deaths. The voluntary move-out questions come up. We really haven't seen a high number of discretionary move-outs that are for reasons other than clinical purposes.

Your next question today comes from the line of Omotayo Okusanya with Mizuho.

Two quick ones for me. REVPOR growth in the quarter were kind of down meaningfully. I think it was negative 3.3% or so. Could you talk a little bit about kind of what caused that? I think you had made some comments about kind of concessions and discounts and things like that. And kind of how is that trending in the early stages of 2021?

Yes. I mean we are projecting positive REVPOR sequentially. And I'll turn it over to Bob to elaborate.

All right. Cool. So in the fourth quarter, you're right to say down on REVPOR. Tayo, really two drivers there. One is simply discounting in the effort to get occupancy, definitely seeing that in the marketplace. The second is mix. With Canada continuing to perform really strongly, Canada has a lower REVPOR, you see a mixed impact. And it's a combination of those 2 things on a sequential basis which drives the number you see on REVPOR. Positively looking ahead to Q1, we're expecting growth. And again, that in-place increase, very much in line with what we've seen historically, which is quite positive and so expect to see that as a tailwind in the first quarter on revenue.

So no additional discounting concessions; that whole concession is not expected to increase through the first quarter of 2021?

Well, I think that will likely carry on, at least in the short run. But you see the lift of the in-place rents, which happens Jan 1 across the good part of the population. So that really benefits the first quarter.

Okay. Great. And then on the government reimbursement side, any thoughts or any estimates in regards to how much HHS grants seem maybe due under kind of like the Phase 2 and Phase 3 programs from last year? And generally, what are you hearing about future government support, just kind of given the change in administration?

Right. We've had, with our industry partners, a really effective public outreach on the impact of COVID-19 on these communities and on seniors. We've made a lot of progress, Tayo, as evidenced by HHS's willingness to mitigate some COVID-19 impacts through the amounts we've received to date, which for us is about $48 million or so. We're very grateful for that, as Justin mentioned. Going forward, our focus is that there are still significant billions remaining in the HHS fund. First, Phase 3 could result in additional funding, which is unknown. There are also multiple tens of billions remaining in the HHS fund that hopefully can be used beyond Phase 3 to support health care providers more broadly, including senior housing. With respect to additional COVID relief packages, we will make the case that some of those funds should be earmarked for, or at least available to, mitigate the continuing impact of COVID-19 on the one to two million seniors cared for in senior living. That is the framework, and we'll continue to try to be effective advocates with policymakers to produce a favorable and, I think, very justifiable outcome on a public health priority basis.

Your next question comes from the line of Michael Carroll with RBC Capital Markets.

I want to see if you could provide some color on the occupancy expectation going into the first quarter of '21. I guess the 250 to 325 basis point decline in average occupancy, I mean, what does that trend look like on a, I guess, week-to-week or month-to-month basis on the low end versus the high end? I mean, do you expect declines to continue at this pace through to February and then start to moderate in March? Or how should we think about that?

Yes. Good question. I'm going to turn it over to my colleagues. And again, I think in light of the conditions in January, we feel that our portfolio is really hanging in there in terms of leads and occupancy. So I'll turn it over to the team to answer the specific question that you're asking.

Sure. I'll take that. So Mike, you can see on Page 12 of our investor presentation some of the most recent data on the trends in the quarter on occupancy. If you look at it quarter-to-date on average, we're down about 210 basis points, really driven by that January result. If you extrapolated that to the full quarter, that is, baked in what we have and held from there, we'd be at the better end of the guidance range, 250 basis points down. If the trend continued down as we've seen in the quarter-to-date and carried on, that would be the lower, that is, the worse end of the range. And so it's really kind of the guardrails, if you like, stabilization versus continuation of the trend, if you want to think of it that way.

Okay. Great. And then I guess, on the move-ins, obviously there was an uptick on an absolute basis in January. But it still looks like the percentage compared to 2019 actually dropped. I mean is a good way to think about that is, is that the seasonal nature of leads probably is not holding right now, just given the COVID impact, and you're just more optimistic because the absolute number is actually increasing?

I think what's incredibly encouraging is that the clinical conditions in January were the worst they've been since the start of the pandemic. You can see that on the slide, yet we still had strong demand in January through both leads and move-ins. To me, that combination is very heartening because it shows this need-based business can be resilient and perform during the toughest times. That is the key point, Mike. Thank you for raising it.

Your next question comes from the line of Nick Yulico with Scotiabank.

I guess, first off, would you mind providing the vaccine data you gave on the number of residents and the number of staff? Do you have that in terms of the percentage of residents and staff who have gotten the vaccine so far? And Atria...

Yes. In general, the uptake with the residents has been really, really high, in and around the 90% range. And probably even higher if you take out people who were ineligible, either because they had just had COVID or something like that or another medical condition. And amongst the staff, it's really been in that 40%-ish, plus or minus, at the beginning on the first clinic. But we're seeing way higher uptake of employees getting that first shot at the second clinic. And so those numbers are going much higher both because of an increasing comfort level with the vaccine and also some operator, we'll call it, incentives and requirements. And Justin, maybe you can touch on what the operators are doing in the vaccine to make the uptake better.

Absolutely. So the standard practice across the sector has been communication, incentives, and bringing a lot of attention, and quite frankly celebration, around the vaccine. That's been very successful. We have operators that have mandated the vaccine as well. Where that's happened, we've seen employee numbers tick up significantly. We know at least two that have made the decision to mandate, and there are several others where it's under consideration. It's been met with a lot of success, with those employee numbers closer to 80%.

Okay. Great. That was very helpful. Second question: with leads having picked up, are you getting any information from prospective tenants about when they will convert a lead into a move-in? Does it have something to do with the percentage of people in the facility who are vaccinated or a reduced rate of COVID in the facility? I'm trying to understand at what point, if leads are still down around 20%, they move back closer to 100%. Are you getting any information from prospective tenants about that?

Yes. I can definitely give you some color. One point about our leads is that leads are actually stronger in our U.S. portfolio, but our move-ins have been stronger in Canada. So when you think about us, think about a higher conversion rate in Canada, there's less dependency on external agencies to get move-ins. But if you focus in on the U.S., one thing that we found interesting is that the lead volume is very high, as Debbie mentioned, in spite of the clinical backdrop. But we're also still missing out on some typical sources for leads. And that includes respites, that includes personal and professional referral sources, which are all our highest converted leads. So as the lead bank starts to materialize and get back to normal, not only the leads go up, but our conversion should go with it. So our operators are fairly bullish on the outlook. But that remains to be seen, obviously.

Your next question comes from the line of Connor Siversky with Berenberg.

You had mentioned in the prepared remarks, just switching gears to the R&I portfolio, that uCity was attracting some significant leasing interest. I'm just wondering if you can quantify at all how this is progressing and then what the path looks up to stabilization on that end.

Good to have you. I'm going to turn that over to our team to talk about the significant leasing interest there in the uCity market.

John, did you want to take that? Or would like me?

Sure. Yes, this is John Cobb. I think we have a lot of good leads. We're circulating a lot of LOIs back and forth, and interest is high. When you start building and go vertical, the interest becomes much higher.

Okay. And then just related to the development of the independent living communities in Québec with Le Groupe Maurice, I'm just wondering if that occupancy metrics you guys provided, does that take into account the 800 units that had just recently opened?

Yes. Well, that, I believe, is those 800 units. So this is what is remarkable and we're trying to have it rub off on us here south of the border is that LGM built these large projects, Class A for independent living, a younger, healthier senior. They're really beautiful. We hope to take you there someday. And then they have a really significant pre-marketing effort, a lot of pre-leasing and deposits. And these communities opened in the fourth quarter and they're already nearly 80% occupied.

Your next question comes from the line of Daniel Bernstein with Capital One.

Glad to hear an upbeat tone and outlook. The question I do have though, I think the move-ins are kind of rather simple math, demographics going up, construction going down, COVID levels going down. But I'm trying to understand a little bit better the move-outs. And particularly, if you have any color on average entrance age of residents coming in and thoughts on length of stay and whether that's going to offset some of the improvement that seems likely to come on the move-in side.

Dan, it's Justin. I'll start with the second part of your question. Length of stay has actually gone up. The reason is we've had far fewer respite stays over the past year, so the average has increased without those short-term respite stays. We also haven't seen much change in the type of resident moving in. Age groups, resident types, and care needs have all been relatively consistent. We just need more residents, and as we mentioned, leads are certainly increasing.

Okay. And then the other question I had on SHOP, I don't know if you can give a kind of a general idea of what the rent increases are in 1Q versus maybe historical and whether those are kind of what we should be thinking about when we model that versus historical 1Q increases.

Well, since that's a modeling one, Bob, do you want to take that?

Yes. I love the modeling ones. So historically, we've seen mid-single-digit in-place increases nearly every year. And that's again an overarching number to think about. From there, though, a few considerations. There's always a percentage of the population to whom that does not apply. That could be those who are on an anniversary renewal or those who moved in late in the year and aren't subject to something like that. All of that said, it blends in on a sequential Q4 to Q1 REVPOR basis to improve REVPOR overall. And that's one of the benefits of having the occupancy in place in December.

Your next question comes from the line of Rich Anderson with SMBC.

So if investment activity can be used as a proxy for perhaps your level of confidence in things going forward, your company has a history of sort of hunkering down at the right times. I recall back in '08/'09 time frame, you were quick to protect the balance sheet like a lot of your peers, but I remember that in particular. You now have $1 billion of asset sales. You refer to paying down debt with that, at least in part. But then you also talk about this pipeline of activity. So I'm not sure; I can't get a good sense of where you are at on a net disposition or net acquisition perspective. Or are you kind of still in the point where you're sort of hedging your bet, you could go one direction or another? Or are you sort of thinking along the lines of sort of a neutral impact?

Well, thank you. It's really good to hear from you. We are continuing to invest very actively, as I mentioned, in life science and in these LGM developments. We do have an acquisition pipeline, so it's really a case-by-case basis. We continue to evaluate conditions very carefully and are in a great position, given everything we've done and the pieces we've put in place, to act opportunistically when circumstances are appropriate based on risk-adjusted return. I feel good about where we are. We have a long history, as you know, of doing $2 billion to $3 billion a year of investment activity. We're in the market across all verticals and have the team and the capital options, so it will depend on what opportunities become available.

Fair enough. Okay. And then on the HHS grants, you guys were perhaps earlier than some others in terms of getting your hands on it. But nonetheless, it impacts the assisted living side more, obviously. I think you're 60% ALF and 40% independent. I mean, correct me if I'm wrong on that, I could have that backwards. But does this inform you about where the opportunities might exist going forward in terms of that specific debate between ILF and ALF?

Well, I think we would base our investment decisions and our portfolio composition really on the fundamental opportunities that we see rather than what I'll call bridge support for the pandemic impact. So I think you're roughly in the ballpark on the 60-40. But I'll turn it over to Justin really to talk about how he thinks about those asset classes and the differences and opportunities there.

And before you do that, Justin, I was thinking in terms of perhaps being there some disruption in the ILF side, which would make you more interested today just from the standpoint of there being better opportunities because of the lack of HHS. But then anyway, that was the basis of my question. Go ahead. Sorry.

I see.

It's Justin. In terms of the disruption, ILs really held up okay. They held up in the early going due to fewer move-outs and longer lengths of stay. Move-ins have continued in the IL setting. They are generally a higher-margin business, so they have a little more room to work with as occupancy has fallen. They don't benefit from HHS funds, so they were a little later from a vaccine standpoint. Vaccine clinics are being set up in the IL setting. And then in general, the first thing we're always going to look at is the market. Within our data set of over 800 MSAs that we study, we can determine which products will work and which price point is appropriate, whether IL, AL, or memory care. But we would always start there and then look at the quality of the property and the opportunity for successful execution.

Your next question comes from the line of Jordan Sadler with KeyBanc Capital Markets.

So Justin, I wanted to get your take on historical seasonality. I know how familiar you are with this business in terms of SHOP. What percent of annual move-ins take place in December, January, and February in the SHOP portfolio generally?

So there's a little bit of seasonality. When you look at it on a quarterly basis, there's not a big change in move-ins or move-outs. You tend to have relatively higher move-outs in the fourth quarter and the first quarter, and then lower move-outs in the third and fourth. Move-ins will shift within quarters. Some months that jump out to me are January, August, and September, where you see a bit of a spike, and April and May are usually some good move-in months. But on a quarter-to-quarter basis, it's only about a 1% change from one quarter to the next. Usually you have opportunities to net significantly during those times when the move-outs are lower. I'm not sure if that's helpful.

Yes. Go ahead, finish, sorry.

Yes, I was just going to say, in this setting, seasonality hasn't really held up because the clinical impacts have been so severe at times. That's had impact on demand. And then of course, I mentioned the difference in our lead bank in that there's a lot more opportunity for that to get back to a normalized level. And so it's really hard to point to seasonality in this current environment.

It sounds like typically you're saying you see higher move-outs in 1Q and 4Q, but move-ins generally are more steady.

Yes, that's about right.

Okay. And then, as a sort of non sequitur follow-up on the disposition guidance for 2021, Debbie or Bob, what portion of that is scheduled or expected loan repayments?

What's the mix of debt reduction versus other investments, in other words, Jordan?

Yes. I think if there's $1 billion of disposition guidance for the year, like is any of that loan repayment?

I see, I see the question. Yes. No, it's majority asset sales.

That's majority loan repayments or would that be over and above or you just don't expect any?

There may be some. But again, a significant majority will be asset sales as it was in 2020.

Okay. Because I know you have some maturities in 2021. But those could be extended?

Yes.

Your next question comes from the line of Vikram Malhotra with Morgan Stanley.

Maybe first, a question on senior housing overall. Now that you have a higher percentage vaccinated, you put rents in place in January for SHOP and you’ve pointed to some light at the end of the tunnel, I’m wondering at a higher level if you can lay out an initial or preliminary strategy for how you plan to start regaining occupancy. Demand will come when it comes, but in terms of flexing rents versus occupancy, is there a high-level strategy you can describe? And does that strategy differ by product type or geography?

Yes. And different operators take different views as well based on the particular conditions in markets, as you point out. So Justin, do you want to address Vikram's question, please?

Absolutely. So I mentioned that, but I'll try — I'd like to step back for a second and just reiterate the underlying demand that the operators are facing and how they're trying to play into that. I had mentioned before that leads are very strong, and we're missing parts of the typical lead bank that could help bolster things. If you look back a little bit, into September and October, and at our leads and our move-ins, you can see that we were running 80% and 90%, respectively, with no vaccine in sight at the time. So the underlying demand remains really strong. Our operators are well aware of that. At that time in October, almost 60% of our communities were achieving 100% or more of their prior-to-COVID typical move-in run rate. All of that bodes well. As operators have tried to play into that, and with the backdrop of the clinical trends they were facing through the end of last year and the beginning of this year, they're taking different approaches. One I'll highlight is Atria; they have bolstered our overall lead growth and volume by using discounting, and it's worked because they've had higher occupancy and higher leads as a result. Others have been more local market-focused, holding back a bit to preserve rate, and that has worked as well. Moving ahead, I think every operator is focused on how to rejuvenate the wide variety of referral sources they've relied on in the past, and to play into the optimistic supply-demand outlook I described and the trends that are positioning our communities to accept move-ins again.

Okay. That's helpful. Yes, and it's interesting, to your point, even if you look back a year ago, just based on the numbers you gave, it doesn't seem like the conversion rates have fallen off dramatically in terms of leads to move-ins. It seems like those rates are maybe a little lower but not dramatically lower. So that's sort of another positive. I guess just on the triple-net side, two quick clarifications. You do have your EBITDA probably closer to the low 1s, if I'm not wrong. And you have at a minimum four years left on maturity for a lot of these leases that are kind of in that range or below. So I'm just wondering if there is a need or thought or are you just able to adjust rents or convert some of these to RIDEA. And could you just clarify the cash flow coverage there? I may be thinking wrong about this. But in the quarter or historically, are the provider funds or the relief funds factored into that coverage, or are they not?

Yes, I'll take that. So look, I mean, we have been really successful during 2020, since Justin been here, at really having some outstanding resolutions of the bigger relationships we have with partners like Brookdale and Holiday and others. And that's been really helpful. And we've received significant cash upfront as well as participation in the upside through either warrants or conversions to management contracts. So those have been really well received and rightly so. Our operators, as you mentioned, really have been the beneficiaries in some cases of government funding that would principally be in the fourth quarter. Of course, that would benefit coverage. But our statistics are really through the end of the third quarter, which is always on a 1 quarter lag, as you know. So they will be factored in. They'll be called out separately as we have with some of the health care providers in the supplemental materials. And so you'll be able to do your own analysis. But again, remember that the funding is really intended to be a bridge, if you will, to replace NOI that would otherwise be there and hopefully will otherwise be there in the future. So that's how we've been thinking about it.

Fair enough. But just to clarify, you don't anticipate the need. Given what you did in 2020, you don't anticipate the need for more rent adjustments or conversions near term?

It really depends on COVID, just like almost every other answer we could give you on the call today. The operators are really hanging in there. As Justin said, they're doing an incredible job on health and safety. And right now, we're getting all the rent that we expect to receive and the operators are getting government funding in many cases. So that's a good picture. And if the leading indicators that we've discussed really take hold and gain traction and result in improved occupancy and NOI as we look forward in the year, then I think we feel okay about where we are.

Your next question comes from the line of Steven Valiquette with Barclays.

So I guess, first one, just regarding the percent of SHOP communities open for move-ins: that data on the bottom of Page 11 looks pretty positive, with that metric jumping up from around 80% in early January to about 95% just in the last month or so, those communities being available for move-ins. So I guess I'm just curious to hear more color. Is that driven more by voluntary policy changes by the operators, or is it more due to changes in local government guidelines? And how much of this is simply driven by the benefits of the COVID vaccine, if you can provide extra color around that improvement?

It's Justin. What you'll see is that, first of all, 95% of our communities are open to move-ins. We then segmented them based on how restrictive they are. Segment three is the most open and most consistent with a pre-COVID lifestyle. Segment two has some restrictions, but you can still take move-ins. State and local health departments are really weighing in on how open a community can be, so those conversations are happening constantly. It's very much driven by recent COVID activity, sometimes in the broader community and sometimes within our own communities, so it's fluid. But as you can tell from the overall picture, new cases are down and open communities are up. So it's looking good across the board.

Yes. Okay. And one other quick question, since we spent, I feel, like half of this call discussing leads and move-ins, I think you just confirmed that the definition of a lead hasn't really changed for today versus 2019, when you're showing that data on Page 12. And if there is, it's just a quick one-liner on what officially defines a lead for you. It'd be great to remind us of that as well since that can differ sometimes from one company to the next.

Sure. A lead is essentially an inquiry. It's distinct and new. Each month, the leads we report are new for that month; we don't carry them forward. Leads can come from any source, such as the internet, referrals, or a drive-by. Any source interested in moving in is characterized as a lead. That definition has remained consistent.

Your next question comes from the line of Lukas Hartwich with Green Street.

Just one left for me. So it looks like the majority of your loan investments are maturing or can be repaid early in 2021. So I was just hoping you could provide a little bit color of what you expect around that.

Right now, as you point out, they are open to repayment and some are also open to extension. Our current expectation is extension, but that could change. We always prefer to be repaid, so either way I think we're in good shape.

Your next question comes from the line of Joshua Dennerlein with Bank of America.

Maybe a follow-up on Steve's question earlier on the vaccination and COVID cases coming down. When you think big picture, it seems like by the end of this month everyone in your SHOP portfolio will be vaccinated. Do you think you'll start seeing a pickup in movement because of that, or is the customer's mindset more tied to the overall COVID level in their community? And how will your operators respond to vaccinations — will they be able to increase visits? That feels like one of the big hurdles to getting people to move their parents in.

It's Justin. Yes. So first of all, just the fact that there has been vaccines available has played a role in some of the uptick in leads. So certainly, there's an expectation that when the vaccines are fully executed that, that attracts higher leads, more potential demand that would make perfect sense. In terms of defining the lifestyle moving forward, I mentioned that the health departments play an important role in working with operators to define that. Certainly, operators want a robust living experience, as I mentioned, for the residents. They're working hard to give the best lifestyle available. But they're going to work within health department guidelines. And I would expect that to continue for a period of time as they work through this next phase.

Okay. And then maybe just a follow-up on the opening comments. You mentioned that the severe weather that's hitting the country now isn't in guidance. Have any of your facilities been impacted by the power outages in Texas that you know of at this time?

Yes. I mean, it's been a biblical year when you really think about it, with COVID, wildfires and hurricanes. Now we have severe winter storms in places you'd least expect. Many people in the real estate business have significant investments in Texas, and almost all of them will be affected by the power outages and related storm impacts, and that includes us. Our operators are taking extraordinary measures in senior housing to make sure employees and residents are safe. We often see in senior housing that after something like this there is an uptick in interest because a lot of people are alone in their homes and are better off together when things like this happen. We have investments in Texas across the board, and like others we would be affected by something as significant as the recent storm.

And your last question in queue comes from the line of Mike Mueller with JPMorgan.

It looks like the SHOP occupancy losses have been greater in the primary versus secondary, what you call other markets. What do you think in terms of recovery? Do you think the primary markets recover faster? And are you seeing any differences in lead trends so far?

Good question. Again, the leading indicators are flashing green. And Justin will answer your segmentation question.

It's Justin. We've studied performance throughout the pandemic. There's a bit of a disconnect between our expectations and the COVID impacts on move-ins and geographies because the virus became more widespread and more impactful through the fourth quarter. As we look ahead, we're focused on local markets and the fundamentals I mentioned earlier relative to our position in each market. Some of the primary markets are benefiting from a reduction in construction as a percentage of inventory, which we're supportive of. To get a really good read and answer your question, I think we need to move further beyond the pandemic to get a clearer view.

And there are no further questions in queue at this time. I turn the call back over...

You've all been very patient. And I want to thank you, as always, for your interest in and your support of our company. We look forward to seeing you soon, and we hope that you and your family stay healthy, happy and optimistic.

And this concludes today's conference call. Thank you for your participation. You may now disconnect.