Good day, and welcome to the LTC Properties, Inc. Second Quarter 2020 Analyst and Investor Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this event is being recorded. I’d now like to turn the conference over to Wendy Simpson. Please go ahead.

Thank you, operator, and good morning, everyone. Welcome to LTC’s 2020 second quarter conference call. Joining me today are Pam Kessler, Co-President and CFO; and Clint Malin, Co-President and Chief Investment Officer. I’m also thrilled that Lynne Katzmann, Founder and CEO of Juniper Communities is joining us as a special guest. We are including on our call an informative session with Lynne, designed to provide insights and an operator’s perspective on the challenges caused by the pandemic and the lessons learned while meeting these challenges. I would also like to acknowledge Pam and Clint, who recently were promoted to Co-Presidents in recognition of the many important contributions they have made to LTC over the years. With me, they share a strong strategic vision of LTC’s future. Please join me in congratulating them for these well deserved promotions. Before I begin to review our business, I want to thank our operating partners for all they have done for their patients, residents and employees during the pandemic. They have aggressively dealt with unprecedented challenge over the last several months, while also solving problems creatively and compassionately. Speaking of creativity, I would like to share this story from one of our memory care communities that recently made national news. After being separated for more than 100 days from her husband, Steve, who is suffering from early onset Alzheimer’s, Mary Daniel was focused on finding a way to reunite with him. Our operator, ALG Senior, headquartered in Hickory, North Carolina, thought outside of the box and offered Mary a part-time job as a dishwasher. Both Mary and the community are taking this job seriously. She received substantial training on assisted living care and has been tested weekly for COVID-19. Now after each shift, Mary visits Steve in his room, where they watch TV and…

Thank you, Wendy. As Wendy discussed, we have placed Senior Lifestyle on a cash basis as of July 1. Additionally, we wrote-off our straight-line rent and lease incentive balances related to Senior Lifestyle as of June 30. Primarily due to this write-off, total revenues decreased $17.8 million from last year second quarter. Decreased rent from Preferred Care was also a contributing factor. These declines were partially offset by acquisitions and completed development projects, increased rent from 2019 lease transition and a higher rent from Anthem. Interest income increased $469,000 in the 2020 second quarter, due to the funding of additional loan proceeds and expansion and renovation project. Income from unconsolidated joint ventures decreased $128,000 in 2Q 2020, due to mezzanine loan payoff and reduced income from our preferred equity investment in a joint venture with an affiliate of Senior Lifestyle. During the fourth quarter of last year, we recognized a $5.5 million impairment charge related to our $25 million investment in the joint venture. In the second quarter of 2020, the four properties comprising the JV were sold as discussed on our last call. Accordingly, we received partial liquidation proceeds of $17.5 million and recognized a loss on liquidation of unconsolidated joint ventures of $620,000. We have a receivable balance of $1 million related to additional proceeds that we anticipate receiving throughout the second half of 2020. Interest expense decreased $164,000 due to lower outstanding balances and lower interest rates under our line of credit in 2Q 2020, partially offset by the sale of $100 million of senior unsecured notes in the fourth quarter of 2019. G&A expense was comparable year-over-year. Net income available to common shareholders decreased $18.6 million due primarily to the write-off of Senior Lifestyle, straight-line rent receivable and lease incentive balances as well as the loss…

Thanks, Pam. I will cover several items today, starting with our Brookdale renewal. Our Brookdale leases, which cover 35 properties in eight states, are the only significant lease renewals through 2022. Given the uncertainties caused by COVID-19, we agreed to extend the maturity date by one year to December 31, 2021. In consideration for the one year extension, Brookdale agreed to consolidate the four leases we have with them into a single master lease, whereby all properties must be renewed together. Brookdale now has three renewal periods consisting of one four-year renewal option, one five-year renewal option, and one 10-year renewal option. Brookdale’s notice period to exercise its first renewal option will open January 1, 2021 and close on April 30, 2021. The economic terms of rent remain the same as the consolidated rent terms under the previous four separate lease agreements. We have extended a $4 million capital commitment to Brookdale, which is available through December 31, 2021 at a 7% yield. Moving to our development projects; as I mentioned last quarter, construction was completed on our assisted living memory care real estate joint venture project with Fields Senior Living in Medford, Oregon. Fields has received its license to operate, is conducting tours and plans to open in the fall. Our development project with Ignite remains on track to be completed in the fall. Next I’ll discuss our portfolio numbers. Q1 trailing 12-month EBITDARM and EBITDAR coverage using a 5% management fee was 1.39 times and 1.17 times, respectively for our assisted living portfolio, and 1.76 times and 1.31 times, respectively for our skilled nursing portfolio. Excluding Senior Lifestyle from our assisted living portfolio, EBITDARM and EBITDAR coverages increased to 1.49 times and 1.26 times. I’d now like to provide some occupancy trends in our portfolio. This data is…

Thank you, Pam and Clint. As I reflect back on the quarter, it was encouraging to see some signs of progress as our operators and the seniors housing and care industry aggressively address pandemic-related challenges. LTC is continuing to provide support as needed as our operators now have to deal with the repercussions of the recent spike in COVID cases. I continue to believe that more and more opportunities will be available to LTC and that we stand prepared to act on them when the time is right. Now it’s my pleasure to introduce Lynne Katzmann, Founder and CEO of Juniper Communities. Lynne started Juniper in 1988 and has grown the company to one of the premier regional senior living companies in the United States. Today, Juniper operates 21 communities in three states, Colorado, New Jersey and Pennsylvania. Of these 21, Juniper leases two in Colorado and three in New Jersey from LTC. These include all care levels, from independent living to memory care, to skilled rehabilitation centers. Juniper’s mission of nurturing the spirit of life is visible in their physical environments and experienced through their signature care programs. After Lynne’s presentation, we will open the lines for questions. Please take into consideration that Juniper is a private company, and while Lynne may provide some financial related data in her prepared remarks, please refrain from asking financial questions regarding Juniper’s balance sheet or operations. Welcome, Lynne.

Are we live now?

Lynne, you’re live.

Yes. Lynne, please begin. Operator, we can’t hear Lynne.

I can’t either. One second.

Can you hear me now?

Yes. We can hear you, Lynne.

We can. Thank you, Lynne.

Okay. Thank you, Wendy, and thank you, Clint and Pam, I apologize. Today I’m going to be talking about COVID-19, the impact of COVID-19 from an operator’s perspective. And as Wendy said, Juniper’s property span the continuum, however, today I’m going to be focusing primarily on the AL and memory care experience during COVID. To summarize my comments briefly, I want to let you know that I want to share with you an understanding of COVID-19 and its impact on senior housing through a chronology of events. I want to talk with you about Juniper’s COVID-19 journey, our strategy, as well as a three phase approach to the pandemic. And lastly, I’d like to share with you some of the lessons I believe we’ve learned. First, I want to talk about the COVID-19 reality. The CDC issued its first public alert to the U.S. on January 8 of this year. The first death in the U.S. occurred at Evergreen Health Care Center in Kirkland, Washington, on February 29. On March 11, there were 1,100 confirmed cases in the U.S. and it was on that day that the WHO declared COVID-19 to be a global pandemic. On the next day, on March 12, the helping human services group placed their first order for N95 masks. At that time they expected delivery around the end of April. By the end of March, there were 164,000 confirmed cases with over 3,100 deaths. Four months later, as you all know, we stand at 150,000 Americans dead with just 1,200, with an additional 1,200 being added yesterday. So the extent of this pandemic is huge, and the timeframe in which this has happened is incredibly short, which has made it that much more difficult for all of us, but especially operators who care for chronically…

Thank you. Lynne will be available during our Q&A session. So you can ask her questions about Juniper and about the industry in general. So we’ll now open it up to the Q&A.

We will now begin the question-and-answer session. Please note that today’s comments, including the question-and-answer session, may include forward-looking statements subject to risks and uncertainties that may cause actual results and events to differ materially. These risks and uncertainties are detailed in LTC Properties’ filings with the Securities and Exchange Commission from time to time, including the company’s most recent 10-K dated December 31, 2019. LTC undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation. [Operator Instructions] Our first question will come from Daniel Bernstein with Capital One. Please go ahead.

All right, good morning.

Good morning, Dan.

Can you hear me? Okay, good. And just thanks, Lynne, for all the color commentary on the operations. I have a quick question for Lynne and maybe LTC as well. Just in terms of how are you thinking about the margins for the business? There’s been a lot of talk that maybe margins have been permanently impaired. I know you talked a lot about when staffing challenges during this. But how should we think about the margins of the seniors housing business going forward? Can they come back or are they somewhat permanently impaired?

I do believe they can come back. I think that for them to fully be restored, it’s going to take time for two reasons. Number one, obviously, we’ve been impaired both. We have new costs related to PPE and things like testing and additional staffing costs. And on the revenue side, obviously, our occupancy in many places, not in all places, has been impacted. But I do believe that one of two things will help us restore normalcy, if you will, to margins. And I think one of those obviously is the vaccine, which is effective and utilized widely. I think the other frankly is rapid testing. And I know our experience with testing has created a sense of safety among our staff and also among prospective residents. So while there’s a cost to that, I do believe that cost will eventually be offset by the government and that margins can return to normal. Albeit I do believe it will take some time.

Okay. I don’t know it felt – Wendy or Clint or someone on the LTC side have some thoughts on that in terms of margins and it may be how you’re underwriting passage or is it just too soon to put a normal number on number…?

Sure, Dan, thank you. I think we think similar to Lynne’s perspective. It’s going to take time to normalize. And what we said on our last call is looking at acquisitions right now it’s probably a little more challenging because in the interim, you’re not exactly sure what that margin is going to look like. While we focused looking right now, more on structured finance products. But we do think over time, these are private pay businesses. There will be normalization of that. And there’s going to be this increased sense of security in the environment as far as protocols, staffing, infection control, testing, I think that’s going to increase the value perception of the business.

And I would echo what Lynne said about safety. I think the operators that are able to demonstrate a safe environment for seniors will recover quickly – more quickly on the occupancy side.

Okay, okay. And then turning to Senior Lifestyle, I just want to kind of understand obviously you were unwinding the JV that was already known, but I guess we’re taking a little bit of by – surprise by the write down of the lease. And just want to understand what warning signs were there. I know Senior Lifestyle is a much larger operator than just your 23 properties. So I am just trying to understand how much of the non-payment is performance of the assets themselves versus broader struggles of Senior Lifestyle?

Dan, this is Clint. One thing we obviously were a little surprised as well. We looked back into April when this – the pandemic was just becoming in the midst of it. And we did offer some deferred rent as we disclosed to Senior Lifestyle on that. But all of a sudden we’ve disclosed how rent has – was paid in May, June and then trended up in July. At that timeframe, there was a – back in May, there was a uncertainty regarding securing PPE, staffing costs with hero pay. So those were outsized expenses. And again, in that timeframe operators were trying to secure PPE not only for the next 30 days, they can try to get as much as they could and the per unit cost associated with that PPE was substantial. So when going back and looking at the financial statements during that timeframe, there is definitely a significant increase during the May and June timeframes for hero pay and PPE cost.

And Dan Senior Lifestyle is a company that they believed and taking their counsel from their legal advice is that they could not apply for government support in that program. So all of their added costs got – taken out of our rent most specifically. So our smaller operators, who were able to get the benefit of support from the PPP program, we’re able to absorb those costs with that support. Senior Lifestyle just unfortunately was in the position that they were unable to get that support. We do have an agreement with Senior Lifestyle, however, that should that support be forthcoming in the future and indeed the industry is lobbying hard as I said in my comments, any support money they get would come to us to pay for back rent. We do have a security on our books for the rent that’s unpaid and their rent is going up as we indicated, they paid $1.1 million for July. So they’re getting closer to their rent. They had one property that they had to close totally because they had a major…

Flooding issue…

Flood – flooding issue and they do have insurance interruption policies. So, we hope that we’ll get that money back. So there were a lot of things that happened to Senior Lifestyle just as a tsunami type of situation.

Okay, okay. And just one quick question, you have 9.9 million from Anthem that’s anticipated, but you have some language in the sup and 10-Q, this kind of suggestive that that number might not quite be there. So I just want to understand kind of what the expected ramp might be in the second half to pay the full 9.9 million in 2020, if that’s the case, maybe what they paid in 1Q and 2Q Just so I can understand if that – how – maybe I should think about modeling that ramp.

Yes, that that was just standard cautionary language around Anthem…

Okay.

Because as you know we haven’t set stabilized rent for them yet. And we were – prior to COVID, we were hopeful to do that at the end of this year. Setting that rent may be pushed back depending on how long the COVID situation last, but currently we are projecting that they’ll continue to pay as we have disclosed in the supplemental.

And Dan, the approach we took in setting rent with Anthem, we didn’t want to get into a situation where they were falling backwards. So we set the rents based on their projections and allowing – we weren’t sweeping all of the cash flow. So we allowed them some cushion on that as well as there was – they were growing occupancy.

Okay, okay. I’m sure there are a lot of people behind me here, so I’ll hop off and others ask some questions. Thanks.

Thanks, Dan.

Our next question will come from Connor Siversky with Berenberg. Please go ahead.

Hi, everybody. Thank you for having me and thank you Lynne for the comments earlier. That was very helpful. I’m curious about Anthem here as a memory care operator primarily. How has occupancy or admissions fared for this kind of care versus your assisted living portfolio?

Hi, Connor. It’s Clint. Early on in the pandemic, Anthem did some voluntary admission ban, just trying to get an understanding as Lynne indicated earlier in her remarks, isolation among the memory care residents can be more challenging. So we did see because of a self imposed admission ban on certain communities that occupancy did come down, but we’ve actually seen an uptick a little bit on that since they did the self-imposed admission ban. And I would say Anthem falls within the range of what I provided in my prepared remarks as far as occupancy changes. They’re not outsized compared to others in the portfolio.

Okay. Thanks for that. And then back to Senior Lifestyle, in the supplemental, I think, you’re expecting about $900,000 per month in rents going forward. So I’m wondering the event that you have to restructure the least, you find this to be a meaningful target. And then in the event that you have to dispose of those properties, I know you mentioned that price discovery is a bit of a challenge right now, but, I mean, how would you address that situation? What would be your strategy to dispose of them?

I mean, we’re looking at all options right now regarding the Senior Lifestyle portfolio between looking at retenanting buildings, selling some. So it’s really going to be a process that falls out as far as what’s the best option for us, which may entail some buildings remaining with Senior Lifestyle possibly. So we’re in that process of identifying potential parties to come in and take over operations on certain buildings. But we’re going to look at it as a collective strategy to see what – what provides the most benefit for LTC shareholders. Part of that solution could be looking at a shorter duration leases on some buildings to where we provide maybe more of a rent assistance during a limited time where a new operator can come in and implement changes. And then we can assess that at that point in time to look at what rent would be on a stabilized basis. This is something we did on two thrive buildings previously when we transitioned. We did a two year lease to give the operator runway to look at it. So that may be a component of how we look to address retenanting some of the buildings with Senior Lifestyle.

Okay. And then in a broad sense, looking at rent coverage within, without the contribution from Senior Lifestyle, I know you removed them in one of the footnotes in the supplemental. Could you provide any color of how this metric could look with one full quarter of impact from COVID-19?

Right now we have just the one quarter, so we’ve not – that timeframe is evidenced by Senior Lifestyle’s costs and the uncertainty with PPE and hero pay implement at that time, it’s a little bit hard, I think, to use that as a trending mechanism going forward. So I think looking at that one quarter of coverage, I think is a challenging metric to look at.

Yes. And I think for the next couple quarters, coverage is going to be the – the challenge and reporting is going to be to create or not create, but have it on the same basis across operators. And some who got government assistance and some who didn’t and the different ways that operators might flow it through, some might show it all at once in revenues, others might bring it in – matching increased expenses and decreased occupancy. So I’m not sure if the next quarter of coverage is going to be as meaningful a metric as perhaps it has been in the past.

Okay, fair enough. And then last one from me wrapping this all together, it seems like you guys are sitting pretty comfortable on that payout ratio. I mean, how does your calculus change for the dividend payout in the current environment? Or what would it make – what would it take to make you reconsider the current monthly payout?

So I – we’ve kind of targeted this 80% of FAD and that’s a conservative metric. And I think in today’s environment, we’re feeling very comfortable having that conservatism. Even assuming the decreased it in Senior Lifestyle rent the 7.4, if you annualize it, we’re still have a $20 million cushion to our current annualized dividend payout ratio. So, we’re comfortable with that. We don’t feel a need to make any adjustments.

Okay. Thank you very much.

Thank you.

Thank you, Connor. We have time for one more question.

Our last question will come from Omotayo Okusanya with Mizuho. Please go ahead.

Hi, good morning, everyone. I just…

Good morning, Omotayo.

Good morning, everyone. Follow-up with Senior Lifestyle, is there – you guys treat this as more ranked deferrals going forward? Like what kind of prompted decision to kind of write-off the AR cash when I think there’s so much flexibility in the world right now about how we’re dealing with it? Why wasn’t just kind of further deferral?

It really was a discussion with the operator and what we want to do with that portfolio. Moving forward as to your question, why we didn’t just grant deferrals in May and June versus delinquent rent, that’s your question, right, Omotayo?

Yes, that’s part of the question, but what’s so unique about in the Lifestyle that kind of decision was made that we’re moving to cash rent, but moving to drive the process of selling the assets versus a bunch of operators right now are struggling because of the COVID backlog. But I think, right now, if people are kind of working with all of them, deferring rents being things like that, this kind of feels like there’s more permanent to this decision around Senior Lifestyle, if I can use that word?

I think one factor for consideration is that Wendy made a comment in her prepared remarks about operator concentration, and trying to manage that, which outside of Senior Lifestyle and Prestige we’ve been able to accomplish that. So, being proactive for the company and trying to utilize operator concentration has a risk component. We see being able to bring that concentration down as a positive for the company. We have not ruled out having Senior Lifestyle stay in some of the buildings that remains an option. But we think reducing operator concentration long-term will be better for the company for we don’t have – we’re trying to keep concentration if we can, below 10%.

Okay. Is there any chance that senior Lifestyle to feel better three months, six months from now, can come off cash basis and you’re kind of booking your contractual rent again?

For them, well, they’d be on cash basis for an extended period of time until we had confidence in the collectibility of future straight-line rents of the future escalations. But to the extent they were paying their contractual rent in cash that you would see reflected in the financial statements. So yes if their occupancy reflects stabilized contractual rent number, then yes, we would reflect that. But we wouldn’t be recording, the future escalations, I think, that’s your question, like starting the straight line again?

You are right.

That would take an extended period of time and collectibility surety. The collectibility threshold is much higher now Omotayo. I mean, as we know, it’s a much higher bar to get that certainty. So I wouldn’t expect that you would see that for – I mean I would at least a year or so you would need some good payment history.

Got you.

You have that surety.

Great. Then the last one is for Lynne and Wendy, as leaders in the industry, what is – if you had a chance right now to actually speak to the federal government and say, we need these two things to ensure that the senior housing industry makes it to the pandemic. What are the two really key things or messages you would love to kind of get across to the government A, B and C to really kind of help us get through this?

This is Lynne. I can take a first stab at that. I think there are several things that I would put at the top of my list. First is funding, funding for a number of things, but in my mind, one of the top priorities needs to be funding for rapid testing and access to that testing. The second thing I would say is that we need to be prioritized for the vaccination when it is available. And a third, I would point to liability protection. I think that that’s going to be a huge issue for the industry moving forward. And the fact that this disease transpired in the way that it did before anyone was really aware of how it was transmitted and how it could be controlled was certainly beyond many people’s ability to control. And that includes us.

Yes I would agree with Lynne on what is needed, definitely early, and accurate and short returns on the testing. And as Lynne said, we need more support from the government relative to the cost of that testing. And I believe also the industry, not just the industry, but the world needs some protection against the litigation, because we can survive this, we can get back to profitability and plaintiffs lawyers can take us down for instances that nobody could have expected and nobody could have protected against. And I think the litigation proposals are not to eliminate people who have absolutely done the wrong thing. It’s much more to protect people that just didn’t have the ability to predict this type of pandemic. And that’s my political statement for the Funding, access and protection.

Appreciate it, Wendy.

Funding, access and protection, that’s what we need that funding, access and protection.

There you go. Well, thank you all for attending and listening to us. And I look forward to talking to you after the third quarter. And stay well and stay safe. Thank you.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.