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Sabra Health Care REIT, Inc. (SBRA)

Q3 2017 Earnings Call· Fri, Nov 3, 2017

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Transcript

Michael Costa

Management

Thank you. Before we begin, I want to remind you that we will be making forward-looking statements in our comments and in response to your questions concerning our expectations regarding our acquisition, disposition and investment plans. The status of our integration efforts with respect to CCP and with respect to other investments this year, our expectations regarding our portfolio repositioning with certain legacy CCP tenants, our expectations regarding our financing plans, and our expectations regarding our future result of operations. These forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risks listed in our Form 10-K for the year ended December 31, 2016, and in our Form 10-Q that was filed with the SEC yesterday as well as in our earnings press release included as Exhibit 99.1 to the Form 8-K we furnished to the SEC yesterday, as well as in our earnings press release included as Exhibit 99.1 to the Form 8-K, we furnished to the SEC yesterday. We undertake no obligation to update our forward-looking statements to reflect subsequent events or circumstances, and you should not assume later in the quarter that the comments we make today are still valid. In addition, references will be made during this call to non-GAAP financial results. Investors are encouraged to review these non-GAAP financial measures as well as explanation and reconciliation of these measures to the comparable GAAP results included at the end of our earnings press release and the supplemental information materials included as Exhibits 99.1 and 99.2, respectively, to the Form 8-K we furnished to the SEC yesterday. These materials can also be accessed in the Investor Relations section of our website at www.sabrahealth.com. And with that, let me turn the call over to Rick Matros, Chairman and CEO of Sabra Health Care REIT.

Rick Matros

Management

Thanks, Mike. Appreciate it. And thanks everybody for joining us today. Let me start by talking about Sabra 3.0 and give you all the update of where we are. My understanding there were some concerns about the level of activity that we've had and whether we have issues with integration and such and so I want to report today that the integration of CCP is going pretty flawlessly actually as expected and the integration of North American as well was uneventful. The closing was uneventful. And the closing of the Enlivant deal is proceeding as expected. Although we now expect it to close right after the 1st of January, but nothing is happening. That's actually causing that delay, so everything's going really smoothly. We've increased our staffing here at Sabra, reporting the senior management team which has been really helpful to us obviously and added to our infrastructure generally. So, we are pretty much fully staffed and handling everything that we need to be handling. So now we should not have any concerns about that. In terms of some of the other benefits of all the deals that we've announced over the past few months that impacts now being realized, leverage levered 4.79 and the weighted average cost of our debt down to approximately 4%. In addition to that, we're pleased with the increased scale we have kind of diversity. So, we'll be at a point where we no longer have any issue with any particular tenant controlling a whole narrative. About the company's larger credit facility is benefiting us pretty dramatically as is the investment grade ratings and Harold will talk in more detail about some of these savings. And we do anticipate addressing our outstanding bonds in the near term as well, given the benefit of not being…

Harold Andrews

Management

Thanks Rick. On August 17, 2017, we completed our merger with CCP and accordingly our Q3 financial statements reflect approximately 1.5 months of activity from the combined entity resulting in a significant increase in our numbers compared to the prior quarter, including an increase in total assets of $4.3 billion, total investments increasing from $203 million to $569 million and total relationships from 34 to 73. Included in our results of operations for the quarter were $23.3 million of merger and acquisition costs primarily related to the merger with CCP and $4.3 million of CCP transition costs which captures all expected future labor costs associated with the employees who are retained strictly for the transition. We don't anticipate any significant transition costs in the future quarters. Furthermore, the assets and liabilities acquired recorded on the date of acquisition based on estimated fair values. This is important to note, because it provides Sabra with a clean slate relative to any legacy collectability or impairment issues that may have been present in the historical financial statements of CCP. Said in another way, Sabra's balance sheet includes no material legacy CCP past to receivables or deferred payments that could impact our earnings moving forward. Finally, the purchase price allocation is preliminary and will be updated if necessary in the fourth quarter. Now getting into our results. For the three months ended September 30, 2017, we reported revenues and NOI of $111.8 million and $106.7 million respectively, compared to $61.9 million and $60.5 million for the third quarter of 2016. These increases are due predominately to revenues and NOI generated from the properties acquired in the CCP merger. On a same-store basis, cash NOI increased from $47.6 million to $48.3 million, an increase of 1.3%. FFO for the quarter was $37.9 million and on…

Rick Matros

Management

Thanks Harold. We will start Q&A now.

Operator

Operator

[Operator Instructions] Our first question will come from Chad Vanacore with Stifel. Please proceed.

Chad Vanacore

Analyst

It's actually Seth Canetto on for Chad. First question just on the 2018 outlook, I know you guys mentioned that the acquisition pipeline is pretty much all senior housing, but can you just kind of give us an idea redeploying those Genesis as that's on the funds from that and what cap rates are you seeing any kind of an update on the acquisition environment?

Rick Matros

Management

Yeah, I'll turn it over to Harold to talk about process. In terms of cap rates, skilled nursing, we're seeing cap rates anywhere from lower-mid 8.0 to mid 9, just depending really on the quality of the asset and the size of the portfolio that's being shown, while senior housing, there are still some people out, that are looking for five handles on larger portfolios, for the most part, we're seeing things between 6 and the high 6s are cap rates for senior housing and that's primarily AL and memory care. For us towards seeing a lot depth, but I don't know how to compare that to where we were previously because of all the changes with Sabra were being shown a lot more things in the historical event shown, so it's active for us, but I don't know that means that it's active across the space generally.

Harold Andrews

Management

Yes, as far as, thinking about the proceeds from Genesis as you -- as we've talked about before, it's very difficult to predict the timing, but if I think about moving into 2018, Rick mentioned that we are anticipating taking out the bonds later this year. As we do that, we'll likely upsize the new bond offering such that we can get the revolver that basically paid down to zero, which will give us a billion dollars of availability for future acquisitions and then as we know we'll be closing the Enlivant deal, as Rick said in early January, which will obviously we will be able to use the revolver to finance that acquisition and as I said keep our leverage where we need to keep it, we've got plenty of liquidity to do that. So then as proceeds come in from sales of Genesis assets, just think about those as in the short-term being used to pay down the revolver to give us more liquidity and then obviously acquisition volume will hit when it hits. It's hard to predict timing of that. We will have plenty of liquidity to do that. So with the bond offering, I think it's safe to say we won't need to be out raising significant amounts of equity. We'll have plenty of liquidity, we will have the ATM, so we can match fund acquisitions as they come through in a fashion that's prudent and certainly we'll be very cautious in doing that relative to our stock prices in a given time, but I think we've got a nice runway here to use the revolver once we get those bonds taken out and get the revolver refreshed and then start seeing the proceeds from Genesis assets deal sales coming.

Rick Matros

Management

And the fact that we did the equity offering at the stock price and we did it -- that shouldn't be indicative of what we wanted to do going forward. At that point time, timing always doesn't come together like you like and when we made the Enlivant announcement, and people were looking at the leverage and expecting us to raise equity and credit in overhang on the stock, and knowing that we were going to be announcing the North American deal as well, shortly thereafter and clearly there was a huge overhang on the stock. So we were in a position where we needed to do what we did. It was about 9.5% of outstanding shares which is quite a bit lower than what we normally do in equity offering and so we tried to be sensitive to the pricing of that given circumstances at time and we will be sensitive going forward and that's why we think we're in a pretty good position having made the announcement. To the best, the remaining -- it's not the all the remaining Genesis assets, so we've got proceeds coming in while the stock has some time to recover.

Chad Vanacore

Analyst

Just looking at the portfolio as it stands now, I know you guys mentioned you're about 64% skilled nursing in given the dispositions and then future acquisitions, I mean what's the like updated strategies, is it trying to just be diversified kind of 50:50 senior housing, skilled nursing?

Rick Matros

Management

Yes, it's really no different than it has ever been. We got into the 50s on skilled nursing exposure, I expect it will be there again, just to remain diversified not as sort of knock against the space. I'd actually think the dynamics of skilled nursing with some of the reimbursement changes that we've discussed before and the continuing decrease in supply, with increasing demographic, is a pretty good dynamics of skilled nursing. And we've said this before too, the fact that we went up in skilled nursing exposure as much as we did to the CCP deal, the part of that means -- we have got so many benefits from doing that merger that it was worth it to go up in skilled nursing exposure because we have the confidence and obviously we're working on a senior housing deal to know that we get that skilled nursing exposure knock down pretty quickly and we did and we knocked off almost 10 points with that increase very quickly after the CCP merger. So, it should -- people get short memory, but it shouldn't be lost on anybody, what we look like at Sabra, where even though we had less skilled nursing exposure, we have 33% exposure at Genesis. They've continued unfortunately to have a lot of missteps, and every time they do, we get wacked pretty hard for that and so I think people know what our point of view is relative to Genesis versus our other tenants and regardless of all the activity we put in the market and through the digestion issue, that the market clearly has with that, I think over the longer haul, if you look at us today given the size of the company, the balance sheet, investment grade all that stuff and the diversity of tenants versus where we were before given the outlook that we think exists for a company of Genesis in size and the outsize exposure we had will be much better off now than we were before.

Operator

Operator

Our next question will come from the line of Juan Sanabria with Bank of America Merrill Lynch.

Unidentified Analyst

Analyst

It's actually Kevin on for Juan. I just had a question on the senior care center and the coverage there decreasing quarter over quarter, was that -- where you guys mentioned earlier on the call?

Rick Matros

Management

No, no, they had a slight decrease in coverage, but we are going through some upper management changes there -- senior roles starting who we know, who we think can have a really nice impact on that portfolio. Prior to the CCP merge, there were a lot of changes in management there and unfortunately, the CFO was also being the acting CEO and the acting COO basically, so he is good smart guy that you can spread pretty thin. So all those spots have been filled out and we've got a pretty deep dive with those guys and still pretty good with where they are and how their results have held up pretty well, given sort of all the management churn that they have and they have been trying to ride the ship a little bit at that company. So there's nothing happening there. That's a surprise to us, nothing unusual, nothing that changes how we are looking at the merger or the rent repositioning that Harold talked about and that's a $33.5 million that number has been out there for a long time. That's still remains worst-case scenario from our perspective. And it's the worst-case scenario to remind everybody that still going to the 2018 numbers.

Unidentified Analyst

Analyst

And then also, just thinking about the North American acquisition. How do you guys looking at comparing or generally thinking the criteria you guys have make you guys do or consider another stint acquisition versus your pipelines of senior housing currently right now?

Rick Matros

Management

Yes, I think the makeup of our portfolio, I mean our acquisition pipeline right now is just circumstantial, another 6 weeks from now it would be 40% skilled nursing, but we've said all along that we don't want to bypass doing good skill nursing deal, because to us, it's always about the operator and that's the narrative that we've had, that's narrative that we believe in. There is just differences between operators in this space. Anytime any kind of business space, it does not have to be this space, is going through any kind of paradigm shift or shifts in the market, and you see in every business sector that they're guys that do well and guys that don't do well. So, it's always going to be operator-dependent. And in our case, if you look at the operators in the skill space that we've acquired that's why our numbers have been so good, that's why our occupancy is so far above industry average. That's why our skilled net is just high as it is. And so those are the kind of operates that we're identifying, because we're operating background. We're in a unique position to be able to make that kind of assessment. And in the case of North America, I would challenge anybody to find a portfolio that size that is 80%, 5-star rated with the remaining 20% being 4-star rated with 60% of their revenue being Medicare. We're not less dependent on Medicaid and having rent coverage. That's really healthy. So despite market sentiment, if we see another operator that has the kind of characteristics that we think we're seeing our characteristics that it clearly going to make them a winner in this space. We're going to do that deal and we know the space inside and out. I don't think anybody knows the space than we do.

Operator

Operator

Our next question will come from the line of Smedes Rose with Citi.

Smedes Rose

Analyst

I wanted to just ask you on your investment in the Enlivant portfolio. And just I guess given that senior housing looks like it's coming under some pressure this year and other remarks, seems like it's going to be sort of under pressure, next year, what's your confidence about portfolio can continue to and it's kind of its turnaround phase? And then just in general, are you open to more RIDEA exposure, or if it's more sort of a one-off?

Rick Matros

Management

Yes, so this is more of a one-off. I will make a couple of comments. One, Enlivant in a different position than the space generally. I mean the senior housing space generally as we all know, post the recession continue to have improved occupancy, got into the mid 90s and really sort of peaked and then the supply and demand issue started hitting with all the new construction. Enlivant in a different place, because they've acquired a portfolio with TPG LLC., as everybody knows that was just a disaster operationally, with 60% occupancy harbor reputations in the communities and a lot of licensing regulatory issues and TPG was not enough to bring Jack Callison through, as you know, it's a pretty pristine reputation in the space with Holiday and before Holiday as well. And he put a fantastic management team together and the results have been pretty remarkable pretty quickly, but still with a long runway ahead of it. So there -- they nowhere near The Ninth Inning if you want to pay homage to recent world series. They've got a long way to go. So I think they're in a different position in the space generally. It's interesting, because I think we all are guilty of having certain perceptions of companies when they were in trouble for a long time and we tend to think everything about the company is struggle. That in the case of Enlivant and its predecessor company LLC, because they were so poorly run. It's easy to think about, it's just not being a good company, but the physical assets are actually good. And that was one of the surprises that Jack had when he went and visit the facilities and we've seen a number of the facilities as well. They are really nice assets…

Smedes Rose

Analyst

And so when you mentioned your $1 billion pipeline of opportunities in those senior housing, that would be more looking at those as a triple-net acquisition opportunities.

Rick Matros

Management

The stuff that we have in our pipeline is primarily triple-net.

Operator

Operator

Our next question will come from the line of Daniel Bernstein with Capital One.

Daniel Bernstein

Analyst

Just the continuing up on that the question of RIDEA versus triple-net, the change in the corporate tax code at all effect your view, why you won't do more triple-net or RIDEA, kind of thinking about this morning with the tax code -- new tax bill review?

Harold Andrews

Management

At this point, Dan, no. It hasn't affected our thinking on that at all. I mean, look we -- when we underwrite and we think about doing RIDEA, we've always looked at it based on the tax credit was in place before. There some improvement from that, which presumably there may be, some corporate tax improvement from changes in the tax code, that would just be a beneficial to us, but it's not something that's going to change our view as to whether we're going to be investing in RIDEA versus triple-net structures.

Rick Matros

Management

So Dan, this mean that you actually think they're going to something down at Washington?

Daniel Bernstein

Analyst

No, it's just an interesting question to me. If there is some tax breaks that could be picked up within the TRS, the lower tax rates within TRS doesn't make more attractive triple-net.

Harold Andrews

Management

Yes, I mean it's certainly would, but I think it's enough to change our view on -- how we wanted this.

Daniel Bernstein

Analyst

Appreciate that. And in terms of holiday, do you have any preliminary trends that you could talk about for their third quarter, obviously the second quarter tick down a little bit, but that seems to be normal seasonality. Is there any update so far into the fourth quarter or even, I guess, in the third quarter on Holiday's portfolio performance?

Rick Matros

Management

It has been actually really stable. So, we don't anticipate much change, remember that coverage is the guarantor basket, which includes us and the other major landlords that the transaction on Holiday, so we don't necessarily see, there are specific numbers, but Holiday as a whole and certainly our portfolio has been pretty stable and that's despite the fact that they've gone through this a complete paradigm shift with their model change going from the live in managers to the more traditional professional team with executive director onsite. So, the occupancy is held steady; the EBITDA margins have held steady at around 40% give or take on any given month and so the season -- the seasonal upticks for them are not anywhere near as significant as they are in skilled nursing and given the fact that we report trailing 12. It doesn't impact it that much anyway.

Daniel Bernstein

Analyst

And I just want to go back over the last comments -- the comments before the Q&A about, that I hear right that, $19 million of the $33 million already out of the rental stream?

Harold Andrews

Management

Yes, that's right.

Daniel Bernstein

Analyst

Any -- mechanics for that.

Rick Matros

Management

So, the mechanics are this when we closed on the CCP transaction, we looked at our GAAP accounting for revenues. We are not recording contractual rents for Signature and one of the other tenants were recording cash rents and that if you can look at an annual basis, and it is just about little over $19 million and so effectively we're already taking the redheads in the actual numbers of that $19 million now because we're not recording the revenues at the contractual level.

Daniel Bernstein

Analyst

And what were the -- of that $19 million account what was the actual number that was out breakeven?

Rick Matros

Management

It is $2.4 million for the quarter. So that's basically right a little remark.

Operator

Operator

Our next question will come from Omotayo Okusanya with Jefferies. Please proceed.

Unidentified Analyst

Analyst

This is Joss on Omotayo. Just one quick question, kind of a follow-up from some of the other questions. How quickly do you think you can act on the $1 billion pipeline that you guys have been talking about? Is that over the first half of 2018 or…

Rick Matros

Management

Well, it's definitely a 2018 event. It's always hard to predict, which you can get done which are not going to get done. So, if you got -- it's a bidding process and all that stuff. So I think people can expect that things will be relatively quiet for us in the next few months. So, we will see how much is affected, but it's hard to predict exactly.

Harold Andrews

Management

Right now, it's probably a good thing for us to be quiet. For a little while as the market -- give the market some more time to absorb everything that we've done in the benefit of what we have done.

Operator

Operator

[Operator Instructions] Our next question will come from Eric Fleming with SunTrust.

Eric Fleming

Analyst

Quick question on the CCP dispositions, do you have any update on that? Is that still the plan with the $115 million of dispositions out of that CCP portfolio?

Harold Andrews

Management

Yes, it's basically the same, Eric. No change there. They are progressing as expected. So, we had two dispositions that have already occurred and those will discontinue on as we discussed.

Eric Fleming

Analyst

And just jumping back to that Signature and the other tenants on cash, you moved them to the cash basis, so effectively how do you reflecting that piece of the rent reduction in the run rate right now? Is that reflecting in the pro forma coverage number too, because as I thought the coverage numbers didn't reflect any rent reduction?

Rick Matros

Management

Yes, it's a great question. The pro forma coverage numbers are based on contractual rents historically. So as I said in my comments, the actual rent cuts that we -- these rent reductions will start to flow in once we're actually presenting numbers post merger, because right now those pro forma rent coverage numbers are all based on periods prior to the merger. And so it's just contractual rents from Signature. So you don't see any of that benefit in the coverage numbers, so it's a good question.

Eric Fleming

Analyst

And so, basically we're just looking at on the revenue run rate, we're just looking at the balance from the $33.5 million to $19.6 million as being coming out sometime by the -- going into 2018, right?

Rick Matros

Management

That's right.

Harold Andrews

Management

So, the other way to think about it is, if it was actually reflected in the coverages then Signature will be more or like the 1.3 that we said we didn't get them to.

Operator

Operator

Thank you. Our next question will come from Philip DeFelice with Wells Fargo Securities.

Philip DeFelice

Analyst

The acquisition of the North American portfolio moved Wingate out of your top 10 tenants, as the last quarter, they were running at about 0.8x and kind of a little bit more than $14 million of revenue or at least on a lining. We were wondering if you could provide an update on the health of that tenant? What their expiration schedule looks like? If there is any chance for re-negotiations in the interim?

Rick Matros

Management

Well, I would just tell you that Wingate is part of the tenants that are being evaluated for some rent adjustments. And so we're not finished with those negotiations and where we're going to settle in so, I’d just kind of leave it at that for now.

Harold Andrews

Management

And part of the reason we're not finished with Wingate is, they're also looking at selling assets. So, we are working with them on evaluating which assets should be sold because that's going to help us. They still need some help on net repositioning, but they will need as much help when they sell some of those assets. And they are not that big a company. So the assets they are looking at selling are actually relatively material piece of the company and kind of as we said earlier, this isn’t the rent repositioning, isn't just about adjusting rents, it's about looking at the entire portfolio of any particular tenant which includes looking at the rent that includes looking at whether they should retain all that facilities, that effects [indiscernible]. So, it's any number of things that go into that analysis.

Operator

Operator

Thank you. And I'm showing no further questions at this time. So now I'll pass the conference back over to Mr. Rick Matros, Chief Executive Officer for some closing comments or remarks, sir.

Rick Matros

Management

Thanks very much. I appreciate everybody calling in today and we'll see a lot of folks at NAREIT in Dallas and then in the middle of December, we're going to do a quick road show in New York and Boston and I know I'll see a number of you guys out there as well and in the interim Harold and I always available for any questions, so please feel free to ping us. We will get back to directly. Take care.

Operator

Operator

Ladies and gentlemen, thank you for your participation on today's conference. This does conclude the program and we can all disconnect. Everybody have a wonderful day.