Cindy Baier
Analyst · RBC Capital Markets
Thank you, Andy. And thanks, everyone, for joining us today. I will discuss three topics: our second quarter 2017 results, our refinancing plans for our near-term maturity and our 2017 outlook. Before we get into the details of the quarter, let me set the stage. In addition to our business performance, there are two large items that impacted our financial results: our portfolio optimization initiatives and a large favorable reserve adjustment that we booked last year. And putting our results in the context is important for you to understand these items. First, our portfolio optimization initiative included disposition of lease and owned communities that we chose to dispose off for strategic or economic reasons. As we expected, our portfolio optimization initiative, where we have disposed of 130 communities since the beginning of the second quarter of 2016 dramatically impacted our year-over-year results, as we sacrificed resident fee revenue and adjusted EBITDA to improve our cash flow. On a year-over-year basis, our portfolio optimization initiatives accounted for the entire decline in our Q2 2017 resident fee revenue. We generated $109.9 million less resident fee revenue as a result of the disposition of the 130 communities, since the beginning of the second quarter of 2016. Otherwise, higher rate fully offsets lower occupancy. The portfolio optimization initiatives also significantly reduced adjusted EBITDA. We generated $17.4 million less adjusted EBITDA, as a result of a disposition of the 130 communities, since the beginning of the second quarter 2016. The portfolio optimization impact is inclusive of $3.1 million of increased management fees. Taking into account phase or reduce cost, including capital expenditures and interest expense, adjusted free cash flow of the company was positively impacted by the disposition activity in the second quarter. We generated $4.9 million more in adjusted free cash flow, including management fee as a result of the disposition of the 130 communities, since the beginning of the second quarter 2016. The second large item that impacted our results on a year-over-year basis was the large, favorable general and professional liability insurance reserve adjustments that we booked last year. The year-over-year decrease in favorable insurance reserve adjustments of $9 million also contributed to the adjusted EBITDA decline. As a reminder, the second quarter of 2016 included a benefit from the reversal of reserves established with the Emeritus merger based on the expected cost of historical claim. Let’s turn now to our second quarter business performance. For our senior housing communities, the best way to think about our business is using our same-store results. Our same-store community senior housing revenue was consistent with the second quarter of 2016, as a decline in occupancy was offset by RevPOR growth. We’re always trying to strive the right balance between occupancy and rate to react to the competitive dynamics in our local market. Our second quarter 2017 same-community senior housing operating expenses increased 5.7%, and our same-community operating income decreased by 9.2%, compared to the prior year. Like last quarter, we continue to see labor wage increases, which are partially offsetting our improved productivity. For example, while our Q2 2017 average wage increased 4.2% on a year-over-year basis, we experienced the 3.5% year-over-year increase in salaries and wages. Including benefits like our medical plan expenses and workers’ compensation, we experienced the 4.6% growth in total compensation. This was modestly better than our planned increase of 5.5% to 6%. Again, as we mentioned when we provided our guidance for the year, we benefited from favorable GLPL reserved adjustments last year, and we did not expect these to recur this year. Our same-community portfolio insurance expense increased by $8.5 million on a year-over-year basis, primarily due to the fact that we did not have the benefit of the favorable reserve adjustment that were made in the prior year period. There are two other smaller factors that affected our same-community operating income decline. A $2 million termination payment to our vendor, and higher workers’ compensation cost of $2.8 million. If you exclude the impact of portfolio insurance expense increase, primarily related to the GLPL reserve adjustment, the workers’ compensation increases and the vendor termination payment, our same-community operating income declined 4.5% on a year-over-year basis. Our prior period purchase accounting insurance reserve adjustment will also create tough comparisons in the third and fourth quarters. Needless to say, our results reflect the competition is intense and has been for the last year. We are seeing a lot of competitive openings in our markets and it’s having an impact. We have also seen increased flu-related death rates, which have been noted by the competitors across the industry. These factors of pressured occupancy though our performance is generally in line with industry. Our expense performance is a bit worse, given the large favorable reserve adjustment last year, as well as having push hard on compensation for a few years. The labor market is tight, and we are sometimes challenged by recruiting and retaining the necessary talent, while our total competition costs were increasing. Moving to our Ancillary Services segment. We are in $13.1 million of segment operating income during the second quarter 2017, a $5.9 million decline from the prior year period. The decrease in operating income was a result of a decrease in home health service volume, and lower Medicare reimbursement rate that started on January 1. We are excited to see our continued growth in hospice, which outperformed last year. And we had good cost control, so not enough to offset the home health rate and volume decrease. Our general and administrative expenses performance is good, with a 26% year-over-year reduction. G&A expense of $67.1 million during the quarter, included $600,000 of transaction-related and strategic project costs and $7.2 million of non-cash stock compensation expense. We generated adjusted EBITDA, excluding transaction and strategic project cost, of $164.2 million and generated adjusted free cash flow of $40 million during the second quarter of 2017. Our proportionate share of adjusted free cash flow of unconsolidated venture was $7.9 million, a $1.9 million year-over-year decline. Increased interest expense was partially offset by cash flow from the Blackstone joint venture, which we entered into late in the first quarter of this year. During the second quarter, our joint ventures as a whole has strong rate growth, occupancy declines in line with the industry, expenses in line with budget, and operating income a little below the prior year. We continued our portfolio optimization activity during the second quarter. We began the second quarter of 2017 with 16 communities or 1,508 units cost side assets held for sale. During the second quarter of 2017, we completed the disposition of two of these communities or 236 units. As of June 30, 2017, we had 14 communities or 1,272 units that are classified as assets held for sale. They had a carrying value of $91 million and $60.5 million of associated mortgage debt. This is classified as current on our balance sheets. Additionally, we terminate the leases on seven communities or 710 units during the quarter. We continue to make good progress on our goal of strengthening our balance sheet and our liquidity. First, we are progressing on our plan to refinance our 2018 debt maturities. Remember, the growth of our refinancing plans are to increase liquidity and begin addressing our 2018 maturities, including our convertible bonds, while balancing prepayment penalties and potential increased interest cost with lower risk. This includes refinancing mortgage debt on under levered assets to extend maturities and to build liquidity in the form of cash and short-term securities, a portion of which will be used to repay the converts in 2018 in cash. During the quarter, we obtain a $54.7 million supplemental loan secured by first mortgages on seven communities. The proceeds from this loan for utilized to fund our liquidity needs. Subsequent to the end of the quarter, we completed the refinancing of two existing loan portfolios, secured by first mortgages on 22 communities. The $221.3 million of proceeds from refinancing were utilized to pay out $188.1 million of mortgage debt, which was scheduled to mature in April 2018 and $13.6 million of mortgage debt that was due in January 2021. Other refinancing transactions are in process, and we’ll announce them as they are completed. Our total liquidity continues to increase. It was $546 million on June 30, 2017, compared to $306.3 million on June 30, 2016, compared to the prior quarter, our liquidity increased by $119.3 million. The primary driver for this includes $54.7 million of cash proceeds from a supplemental loan obtained during the period and $40 million of adjusted free cash flow in the second quarter of 2017. Let’s look at our 2017 guidance. For full year 2017, we reaffirm our guidance ranges. Based on our results year-to-date, we are reiterating our full year 2017 guidance for adjusted EBITDA, excluding transaction and strategic private costs to be in the range of $670 million to $710 million. Turning to adjusted free cash flow. Our previously issued guidance for full year 2017 adjusted free cash flow of $140 million to $170 million excluded any impacts of subsequent refinancing and debt modification costs associated with our refinancing plan, as well as excluding costs associated with our ongoing evaluation of options and alternatives to create and enhance shareholder value. And that range remains appropriate guidance. Based on such costs incurred today, and projected for the remainder of 2017, the company expects those costs to be approximately $30 million. We believe the benefit of accelerating our refinancing plan to lower risk by increasing liquidity and beginning to address our 2018 maturities balance, outweighs the debt modification cost, and increased interest cost. Accelerating our refinancing plan creates increased interest cost; it could rebuild liquidity before we can retire the converts of cash. Accordingly, we expect adjusted free cash flow for 2017 will be in the range of $110 million to $140 million including such costs. The actual amounts of such costs associated with our ongoing evaluation of options and alternatives to create and enhance shareholder value, and our refinancing costs are subject to a number of assumptions and may differ significantly from our current projections. We also reiterate our full year 2017 guidance for the company’s proportionate share of adjusted free cash flow of unconsolidated ventures in the range of $25 million to $35 million. The foregoing guidance excludes any potential impact of future acquisition, disposition and portfolio optimization activity other than the pending portfolio optimization transactions described earlier. So to summarize, with our first half performance and our expectations for the remainder of the year, we are still comfortable with our full year guidance ranges. We expected the 2017 would be a difficult competitive environment, especially for our top line. Importantly, we are focused on defending our position in 2017 and putting the company in a better position for 2018. We continue to be focused on the fundamental, which will improve our operational results and strengthen our financial position. Thank you for your attention on this. I’d like to now like to turn the call back to Andy. Andy?