Cindy Baier
Analyst · Jefferies
Thank you, Andy. And thanks, everyone, for joining us today. I will discuss three topics, our current capital structure, our third quarter 2017 results and our 2017 outlook. I'd like to start by highlighting the progress that we've made on our balance sheet and liquidity. During the quarter, we successfully refinanced four mortgage loan portfolios. The aggregate $1.2 billion of proceeds were used to repay $821 million of outstanding mortgage debt principal, including $578 million of 2018 maturities. We were very pleased with the resulting fixed variable mix of debt as well as the maturities schedule. Excluding the convert, we don't have a year with more than $500 million of mortgage maturities until after 2021. We've made really good progress on our near-term maturities. In addition to the $316 million of convertible note, we have $95 million of mortgage debt coming due in 2018. As we have previously stated, our intention is to repay our converts with cash. We've built a significant amount of liquidity. At the end of the third quarter of 2017, we'd $899 million of liquidity including $538 million of cash and marketable securities and $361 million of availability on our line of credit. Now before we get into the details of the quarter, let me cover four items that impacted our financial results and the comparability to prior period. Our portfolio optimization initiatives, some large favorable reserve adjustments that we book last year, the financial impact of Hurricanes Harvey and Irma and the goodwill asset impairments totaling $359 million. Understanding these items will [evaluate] our results in the context. As expected our portfolio optimization initiatives dramatically impacted our year-over-year result, particularly revenue and adjusted EBITDA. We have dispose of 136 communities since the beginning of third quarter 2016. As a result of these dispositions we generated a $111 million less in residency revenue and $84 million less in facility operating expenses, resulting in a negative adjusted EBITDA impact of $18 million. These dispositions positively impacted our adjusted free cash flow by almost $1 million during the third quarter of 2017, compared to prior year period. Second, we recorded a large favorable insurance reserve adjustment during the third quarter of 2016. These reserves had been established as part of the Emeritus merger based on the expected cost of the historical claim and $11 million year-over-year reduction in favorable insurance reserve adjustments in 2017 also contributed to our adjusted EBITDA declines. Let's turn now to hurricanes; before we get into the financial results of the hurricanes, I want to take a moment to say thank you to our dedicated associates, who put our residents, patients and their families first. I'm so very grateful for the way that our team came together to deliver great care for our residents and patients and to take care of each other. The hurricanes negatively impacted third quarter 2017 adjusted EBITDA by approximately $9 million. Let's talk about the revenue impact of the hurricanes for third quarter 2017. In our Senior Housing business we provided approximately $400,000 of rent credit to displaced residents. The impact on our Ancillary Services business was greater as we estimate that we lost more than $3 million of Home Health business in Florida due to patients plus service providers being unavailable. Our hurricane response also increased our third quarter 2017 operating costs by approximately $5 million. To protect our residents, we needed to provide additional staffing to prepare for, manage through and recover from the storms. We also needed to rent and fuel incremental generators, transportation equipment and purchase other supplies. The impact of the hurricanes will also impact our fourth quarter 2017 adjusted EBITDA. We expect a negative impact of approximately $3 million to $4 million due to lower Ancillary Services revenue, due to asset sales that couldn't be recertified and lower [growth] rates as a result of lower volumes. We will also have some incremental personnel costs associated with the hurricanes. Taking together our estimates with the Hurricanes Harvey and Irma will have a negative impact to full year 2017 adjusted EBITDA of approximately $12 million to $13 million. We also expect to incur at least $15 million to $17 million net of insurance reimbursements of hurricane related CapEx during the next year or so. First, we have to repair the damage that our communities sustained during the hurricanes. We expect that this will cost approximately $13 million to $14 million net of insurance reimbursement and we'll incur the cost over the next year. We believe that approximately $8 million of repair costs will be incurred in the fourth quarter before insurance reimbursement. Second, Florida issued an emergency order requiring skilled nursing homes and assisted living communities to obtain generators and fuel necessary to sustain operations and maintain comfortable temperatures in the event of a power outage. While the emergency order has been overturned, there are legislative and regulatory rule-making actions in process to address generator requirements. We expect that we incurred about $3 million of costs during the third quarter, as a result of the emergency order and we're closely monitoring developments to determine what additional costs may be incurred to meet any new generator requirement. The total fourth quarter costs of approximately $11 million of capital expenditures for the fourth quarter does not include possible insurance reimbursement of an estimated $2 million to $3 million. The remainder of the generator installations in CapEx will occur in 2018. Finally, turning to goodwill and asset impairment; we recorded approximately $369 million of non-cash impairment charges for the third quarter of 2017, which primarily related to our Assisted Living segment. We performed an interim impairment analysis as a result of the significant reduction in our stock price and market capitalization as well as decreases in the current and expected results of our Senior Housing and Florida Home Health business. When we completed the analysis, it revealed that the estimated fair market value was less than the carrying value. We recorded impairment charges to reduce the carrying value to the fair market value. The impairment charges consisted of $205 million of goodwill within the Assisted Living segment, a $150 million of property, plant and equipment and leasehold intangibles for certain communities primarily in the Assisted Living segment and $14 million of intangible assets for healthcare licenses. Let's turn now to our third quarter business performance. For our Senior Housing communities, the best way to think about our business is using our same community results. Our same community Senior Housing revenues declined from third quarter 2016 as a result of the decline in occupancy that was not completely offset by RevPOR growth. Our same community operating income excluding hurricane costs decreased by 9.1% compared to the prior year. Excluding the impact of a favorable reserve adjustment in 2016, which did not recur in 2017, our same community operating income declined 6.8%. Our third quarter 2017 same community Senior Housing facility operating expenses increased 4.6% excluding the related hurricane expenses and by 3.2% excluding both the hurricane expenses and the favorable reserve adjustments that were made in the prior year period. Reflecting wage pressure, our same-store salary and wage expense increased 4.4% on a year-over-year basis. Further including benefits by our medical plan expenses and workers' compensation, we experienced a 6.1% growth in total same-store compensation expense. Turning to same store operating income and excluding the hurricane costs and the impact of the insurance reserve adjustment, our same community operating income declined 6.8% on a year-over-year basis. As a reminder our prior period insurance reserve adjustments will also create a tough comparison in the fourth quarter as well. Needless to say, our results reflect that competition is intense and has been for the last year. We're continuing to see a lot of competitive opening in our market and as Andy discussed we did have some success with move-ins and occupancy during the third quarter. While a little later than our historical pattern we saw the positive turn in occupancy in July and produced sequential occupancy increases each month of third quarter 2017. The rate environment continues to be very competitive and our results were consistent with the industry. We recorded year-over-year growth rates in our Senior Housing Retirement Center segment of 2.9% and 2.7% in our Assisted Living segment. Our expense growth continues to be dominated by labor cost increases. With the tight labor market, it's challenging to recruit and retain the necessary talent. Of course, our year-over-year expense performance is negatively impacted by the large cyclical reserve adjustments last year which did not recur. Moving to our Ancillary Services segment; we earned $9.8 million of segment operating income during the third quarter of 2017. As I described, the decrease in operating income was heavily impacted by the lost revenue days from the hurricane. Since we elected to continue to pay our home health associates during the loss days, the impact of lost revenue fell to the bottom line. In addition the lost business and lost start of care will negatively be impacted and will affect our [indiscernible] in the fourth quarter. We're continuing to see growth in Hospices. We recently purchased a Hospice agency in Chicago and continue to extend our presence. Our general and administrative expense of approximately $64 million during the quarter included almost $1 million of strategic project costs and $8 million of non-cash stock compensation expense. Third quarter 2017 G&A excluding integration, transaction, transaction related and strategic project costs and non cash compensation was $55 million versus $49 million in the third quarter of 2016. In the third quarter of 2016 we had $5 million of favorable reserve adjustments. We generated adjusted EBITDA of $144.7 million excluding transaction and strategic project costs of $2.8 million which represents almost $1 million in G&A and $2 million of transaction costs. We also generated adjusted free cash flow of almost $6 million during third quarter of 2017, which included a deduction from $12 million of incremental refinancing costs including additional interest expense and debt modification and extinguishment costs and $3 million of transaction, transaction related and strategic project costs. Both metrics reflect the hurricane's impact on our revenue and facility operating expenses. Our proportion of share of adjusted free cash flow of unconsolidated ventures was almost $7 million or $1 million year-over-year decrease. We continued our portfolio optimization activity during the third quarter. The company began the third of 2017 with 14 communities or 1,272 units classified as assets held for sale. During the quarter, the company entered into an agreement to sell one additional community of 236 units. As of September 30, 2017 we had 15 communities represent 1,508 units that are classified as assets held for sale with a carrying value of $106 million and $50 million of associated mortgage debt, which is included in the current portion of long-term debt. Additionally, during the third quarter 2017, we terminated the leases for nine communities representing 546 units. Let's move now to our 2017 guidance. For full year 2017, we are lowering and narrowing our range for adjusted EBITDA and adjusted free cash flow. Based on results year-to-date and our outlook for the future, we are now expecting our full year 2017 guidance for adjusted EBITDA excluding transaction and strategic project costs to be in a range of $650 million to $670 million. In addition to the $12 million to $13 million negative hurricane impact, we continue to see rate and occupancy pressure that we expect to negatively impact our fourth quarter results. Our expectation is the impact of the California wildfires will be less than $1 million. We are now expecting our guidance range for adjusted free cash flow for 2017 to be in a range of $80 million to $100 million. This includes the impact of refinancing and debt modification costs and costs associated with our ongoing review of strategic alternatives. It also includes our expectation that the hurricanes will result in the negative impact to adjusted free cash flow of $20 million to $21 million for the year, and that rate and occupancy pressures will have a $10 million negative impact. We now expect that our non-development capital expenditures will be in a range of $180 million to $190 million. The HCP transactions announced last week will not have a material impact on our 2017 results. We are also narrowing our full year 2017 guidance for the company's proportionate share of adjusted free cash flow of unconsolidated ventures in a range of $28 million to $32 million. The foregoing guidance excludes the potential impacts of any future acquisitions, dispositions and portfolio optimization activities other than the completed and pending portfolio optimization transactions described earlier. To close, let me say as Andy described, we are seeing progress on our initiatives. Our capital structure has not been this strong in a long time. We are focused on building the operational foundation for our business through improved performance. And with the transactions that have been completed, like last week's HCP transactions, we are improving the quality of our portfolio, the capital structure underlying our communities and reducing the complexity of our business. Thank you for your attention on this. I'd like to now turn the call back to Andy. Andy?