Teresa Sparks
Analyst · Jefferies. Your line is open
Thank you, Cindy. My remarks today will focus on three primary topics. First, given our significant announcement with the Ventas and Welltower this quarter, I’ll provide a progress update on the real estate strategy. Then, I will discuss our second quarter 2018 financial results, and finally our 2018 annual outlook. From a portfolio perspective, we are delivering on our real estate strategy to streamline our lease portfolio, while improving our cash flow and opportunistically creating value from select owned real estate properties. We expect the composition of our portfolio to have a higher concentration of owned assets. Let me start the discussion with an update on our real estate strategy and highlight the significant progress with our three largest rate partners. We created a new squad in our most recent Investor Presentation posted on our website. We believe Slide 19 will be a helpful tool to understand our announced transactions and the status of the various pending activity. During the quarter we were pleased to announce several transactions. Later in my remarks, I will discuss how these are reflected in guidance. In April we announced the restructuring an extension of our portfolio of communities leased from Ventas. As discussed in the last earnings call, the transaction improved to near-term cash flow and provides us with the opportunity to streamline the portfolio. In June we announced an agreement with Welltower also focused on improving our ongoing cash flows. Effective June 30, 2018, we terminated early the triple net leases for 37 communities and sold our equity interest in RIDEA joint venture that covers 15 communities. The lease termination fee net of our proceeds from the sale of the RIDEA venture was approximately 23 million. In addition, we announced that we will not renew two master leases covering 11 communities that will mature in September 2018. Further streamlining is available through lease terminations on communities with aggregate annual base rent of up to 5 million upon Welltower sale of such communities. In addition during the quarter, we continue to make progress with HCP on transactions we announced in 2017. We terminated leases on 10 communities, terminated management agreements on seven communities, and acquired five communities. We expect the remaining terminations to occur throughout the remainder of 2018, however they remain subject to various closing conditions and regulatory approvals. On our own real estate strategy, we refined the list of assets from approximately 30 to our current expectations of selling 28 assets. We still expect to generate proceeds in excess of 250 million net of associated debt and transaction cost. Of the total 28 communities, two were classified as assets held-for-sale as of the end of the second quarter. One, was a high valued asset and the other was a portfolio optimization asset. The remaining 26 assets are not contemplated in the pro forma, however we provided the estimated financial information on Slide 19 of the Investor Presentation. In summary, since the beginning of the second quarter of 2017, and through the second quarter of 2018 we have disposed of 94 communities through sales and lease terminations. This activity resulted in a net 44.5 million left in residency revenue and 36.9 million left in facility operating expenses for the second quarter 2018 compared to the prior year quarter resulting in a reduction of 4.3 million in adjusted EBITDA and 1.8 million improvement in adjusted free cash flow. Turning to the second quarter 2018 financial results. Our results were generally in line with our expectations. Our 2018 financial results when compared to the prior periods of 2017 reflect the significant changes in both our leased and owned asset portfolios. We provided a pro forma view of our second quarter 2018 and on year-to-date results in our Investor Presentation on Slide 21 and 22. For the second quarter of 2018, total revenue was $1.16 billion compared to $1.19 billion in second quarter of 2017. This 2.6% decrease reflect the disposal of communities through sales and lease terminations, and reflects lower occupancy which was experienced industry wide. Next, I'll provide you with the details about senior housing, and then ancillary services. For our senior housing communities, the best way to analyze the business is to use consolidated same community results. This is due to the execution of our real estate strategy impacted reported comparability. Same community revenue declined 0.3% compared to the prior year. The second quarter year-over-year rate increase mitigated some of the decline in occupancy. As a reminder, our business is seasonal. Based on our history, the highest decline in occupancy is usually in the first quarter due to post holiday, flu, and winter related death. In the second quarter, occupancy is normally down and recovering from the first quarter low point. A turn to higher monthly occupancy usually happens in the second quarter. We're pleased that our occupancy turned positive from May to June, which is earlier than last year. And the positive trend continued through July. The second quarter 2018, same community senior housing portfolio weighted average occupancy was 84.3%, a decline of a 100 basis points compared to the second quarter of 2017, and sequentially lower by 50 basis points from the first quarter of 2018. Our second quarter same community RevPOR growth of 90 basis points over the prior year reflects positive in-place resident rent growth, somewhat offset by the use of incentive to manage occupancy through 2017, due to a competitive environment. To recap, over the past three quarters, we saw our negative mark-to-market on move-in shrink. In the third quarter 2017 mark-to-market was approximately minus 6%, moving to minus 3% in the fourth quarter, minus 2% in the first quarter 2018, and minus 1% for the second quarter. Our second quarter 2018 consolidated same community senior housing operating expenses increased 3.2% compared to the prior year quarter, with the labor and benefit cost being the main driver. Same community total compensation increased 4.1% for the second quarter and 5.1% year-to-date compared to the prior year period. This reflects wage pressure due to a tight labor market, plus our intentional above industry investments in key leader salaries, along with more robust benefit to improve our ability to recruit and retain the best associates in the industry. As a result of lower revenue and increased investments in our communities, along with increased operating expenses, our same community operating income decreased 6.6%, an improvement from the first quarter year-over-year comparison. Moving to Ancillary Services, we earned $10.2 million of segment operating income during the quarter. While lower than a year ago, we saw a sequential improvement from the first quarter 2018 with segment operating income margin improvement of 180 basis points. Our second quarter revenues stabilized with a slight decrease of $337,000 or 0.3% on a year-over-year basis. The decline was primarily driven by home health. The home health business continues to have lower business. However, we are seeing progress especially beyond our community walls. Medicare reimbursement rates are lower than a year ago. As we have described in the past, the residents at our communities utilize our home health services, are a unique base of patients, as they reside in an environment that provides personal care and oversight, unlike a traditional patient residing at home. As a result, we have historically experienced a lower ratio of nursing to therapy visits. Similar to the goals outlined by CMS, our delivery of services will continue to evolve as we move toward a more value based system. From an expense perspective, we are increasing our efficiency and delivering care through essential in-take process, and consolidated several agencies to decrease overall cost. On the positive side, hospice revenue increased by approximately 25% for the second quarter on a year-over-year basis. The Company's general and administrative expense was $60.3 million for the second quarter 2018, 10% below the prior year quarter. This is mainly due to the G&A rationalization we made earlier this year. We generated adjusted EBITDA of $147.2 million excluding transactions and organizational restructuring costs of $5 million. This compares to the second quarter of 2017 adjusted EBITDA of $164.2 million, excluding transactions and strategic project costs of $3.9 million. In general, the key drivers of the lower year-over-year adjusted EBITDA were approximately a $10 million decline related to the disposal of communities through asset sales and termination of leases and management agreement. $15 million of increased same community operating expenses mainly driven by our intentional above industry investments in select community leadership salaries, along with more robust benefits. These were offset by $8 million lower G&A mainly from the rationalization we initiated earlier this year. Our adjusted free cash flow was $12.4 million for the second quarter of 2018. In addition to the factors impacting adjusted EBITDA, the most significant impact was due to planned increase of capital investments of $8.8 million, of which $3.5 million was related to the remediation of damage from last year's hurricane and the State requirement of generators in Florida. On a sequential basis, we saw an improvement in adjusted free cash flow, from $5.5 million in the first quarter 2018 to $12.4 million in the second quarter 2018. This improvement was largely related to the G&A rationalization made in the first quarter 2018. As you look at the net cash provided by investing activities for the six months ended June 30, 2018, on our cash flow statement, the largest item is related to acquisition of HCP communities. We financed the community acquisitions with non-recourse, mortgage financing, and the proceeds from the sales of our 10% ownership, and two unconsolidated ventures with HCP. Another significant event was the sale of marketable securities to pay off the convert. Our proportionate share of adjusted free cash flow of unconsolidated ventures was $5.8 million in the second quarter 2018, and below the prior year primarily due to the sale of our interest of those ventures since the beginning of the prior year quarter. As of the end of the second quarter 2018, our total liquidity including our line of credit availability was $487 million. In the second quarter of 2018, we paid off the $316.3 million convertible senior notes that matured in June. This is the primary reason for the sequential change in liquidity. We have reasonable debt maturities over the next five years. Of our total debt outstanding, 94% is non-recourse asset backed mortgage debt. Based on our balance sheet position, our plan is to further optimize our portfolio and improve the positioning of our communities, we will continue to asses capital allocation options. To summarize our year-to-date performance, we're seeing positive momentum in our business with sequential improvement in adjusted EBITDA and adjusted free cash flow. Turning to our 2018 guidance, let me first summarize how the second quarter announced transactions are reflected in guidance. Starting with Ventas, since we announced the agreement prior to our first quarter earnings call, the current year $5 million rent credit was included in the guidance we provided in May. Turning to our Welltower agreement, we announced that we will not renew two master leases covering 11 communities that will mature in September of 2018. This was anticipated and therefore included in our guidance. However, we had not contemplated the early termination of the triple net leases for 37 communities, nor the sale of our equity interest in the existing RIDEA joint ventures in our guidance. When we announced the transaction, we provided an estimate of cash lease payments of approximately $60 million on a trailing 12-month basis and said we would provide the classification of those payments during this earnings call. The estimated cash lease payments classified as operating expense is approximately $45 million to $50 million, resulting in an EBITDA decline of approximately $10 million. Lastly both the Ventas and Welltower agreements have the ability to further streamline the portfolio through lease terminations on communities with aggregate annual base rent of up to $30 million and $5 million respectively. These transactions are not expected to close this year and therefore not included in our guidance. As a result of the Welltower agreement, we have updated our outlook to reflect the financial impact to adjusted EBTIDA of approximately $10 million. We now expect our full year adjusted EBITDA excluding transactions in organizational restructuring cost to be in the range of $535 million to $565 million. Our adjusted free cash flow expectations for 2018 remain unchanged. As we previously stated the merits of the Welltower transaction were to improve our ongoing cash flow. I'd now like to turn the call back over to Cindy.