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Sabra Health Care REIT Inc. (NASDAQ:SBRA)

Q4 2012 Earnings Call

February 28, 2013 1:00 pm ET

Executives

Richard K. Matros – Chairman, Chief Executive Officer

Harold W. Andrews Jr. – Executive Vice President and Chief Financial Officer

Talya Nevo-Hacohen – Chief Investment Officer

Analysts

Robert Mains – Stifel Nicolaus

Michael Carroll – RBC Capital Markets

Omotayo Okusanya – Jefferies & Company, Inc.

Operator

Good day, ladies and gentlemen, and welcome to Sabra Health Care REIT Inc. announces 2012 Fourth Quarter Earnings Release Date and Conference Call. This call is being recorded.

I would now like to turn the call over to Talya Nevo-Hacohen, Chief Investment Officer. Please go ahead, Ms. Nevo.

Talya Nevo-Hacohen

Thank you very much. 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 business strategies and expectations for growth opportunities, expectations regarding our acquisition plan, and expectations regarding our future results 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 to be filed with the SEC, 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 the explanation and reconciliation of these measures to the comparable GAAP results included at the end of our earnings press release and in 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 be accessed in the Investor Relations section of our web site at www.SabraHealth.com.

And with that, let me turn the call over to Rick Matros, Chairman and CEO of Sabra Health Care REIT.

Richard K. Matros

Thanks, Talya, good morning everybody and thanks for joining us we appreciate it. We finished the year with a strong quarter and had a good start so far in 2013. Excluding one-time items, revenues increased 21% over Q4 2011. Harold will address the details on FFO, AFO and EPS when he makes his remarks.

We completed $97.4 million of acquisitions in the quarter with a weighted average cash yield of 8.49%. 60% of our acquisitions were in senior housing. We expect to continue prioritizing senior housing deals within the context of achieving approximately another $200 million in acquisitions for 2013. Along those lines, we are affirming guidance that we issued previously this year, but want to point out that guidance did not assume acquisitions.

We completed additional refinancings of existing mortgage debt bring total annual interest savings for all the refinancings completed during 2012 to $1.9 million. Subsequent to the quarter, our Board of Directors increased our dividend 3% to $0.34.

We entered into a $12.8 million mortgage loan agreement with New Dawn containing an option to purchase a memory care facility in Arizona. This is our second deal with the New Dawn team and we expect to announce additional deals with them going forward. We're working on developing additional pipeline deals that we can look forward to bringing new assets into the portfolio over the next several years. As you know, we announced one pipeline deal last year and our expectation is that sooner than later we’ll have potentially few more pipeline deals to announce, although pipeline deals will have a profitably 10 projects in them that will come on over the next several years.

So given the size of our asset base allows to add between four pipeline deals, approximately 40 facilities in our new assets almost all on senior housing really changes and upgrade the quality of our portfolio pretty dramatically. So we’re looking forward to doing that. And as I think most of you know from previous remarks we made in the past, we think that today assisted living in memory care resident culture much different physical fund than the facility that was built back in the 90s.

And so having that many new facilities coming to our portfolio, which has gone well for the future and we believe that those assorts will have much longer life to them than properties that were built in the 1990s. We had a population that was populating assisted living facilities that works really quite well and character to today’s resident, which is a much niche resident and a resident that is obviously still would have been comfortably placed in its skilled nursing facility.

Currently our pipeline stands at approximately $250 million, with 70% senior housing and 30% skill facilities. This excludes the pipeline deals that we’re working on and just values anything that is contained in the pipeline that addresses new constructions just values that at our investment level and not at the full value level of those assets.

EBITDA rent coverage for the three months ending December 31, 2012, which is a month in arrears were 1.6 to the entire portfolio as compared to 1.63 for the fourth quarter December 2011.

Coverage for those periods for our skilled facilities was flat at 1.59. I want to point out however that both for the year-end 2011 because we report one month ago, we had that included one month free CMS cost. So being flat year-over-year if you actually normalize, we would be seeing that that month cut, we actually in a prudent rate coverage.

Additionally, when you take a look at our supplemental, there is detail in the footnote on our senior housing rent coverage which on a normalized basis actually improved fourth quarter 2012 over fourth quarter 2011. For the full year 2012 compared to 2011, our EBITDA coverage was 1.5 and 1.76. For the full portfolio at 1.45 versus 1.74 for the skilled facilities reflecting the change with the CMS cut.

Occupancy was essentially flat at 88.2% for the quarter for the full portfolio as compared to fourth quarter 2011. Skilled occupancy was 36.4% down from 39.9% in the fourth quarter, but it appears to be stabilizing for a relatively soft 2012. And again, because we report one month in arrears it was month of pre-CMS cut and contribute somewhat to the decrease in skilled mix.

One of the things that we talked about on past calls on we’re going to approach capital raises on a go forward basis, as it pertains to equity, we will look at doing capital raises involving equity, but we don't want to do anything that's alluded to our shareholders. So based on the discussions we are having internally, I think you all can expect from us that we will be focused on ATM and additionally potentially preferred equity offering as well

compared to preferred in the ATM or extremely inexpensive compared to the follow-on offering and obviously not dilutive. So you should likely expect something along those lines in the near future as well.

And with that let me turn it over to Harold.

Harold W. Andrews Jr.

Thanks, Rick, and thanks everybody for joining on the call this morning. For the three months and year ended December 31, 2012 we recorded revenues of $28.3 million and $103.2 million respectively compared to $23.3 million and $81.2 million for the same period in 2011 excluding $3 million of interest income in 2011 associated with the one-time Hillside Terrance Mortgage Note pay off. This is an increase of 21.3% and 27% respectively.

As of December 31, 2012 64.5% of our annualized revenues are derived from the leases with Genesis after taking into account an additional $8.1 million of annualized rent from Genesis associated with straight-line rents Sabra began recording in connection with fixing the annual rent escalators at 2.5% beginning in December 2012.

FFO for the three months and the year ended December 31, 2012 was $14.3 million or $0.38 per diluted common share and $52.3 million or a $1.40 per diluted common shares respectively. This compares to the same period in 2011 of $14.5 million and $39.4 million or $0.39 and $1.31 per share respectively.

AFFO which excludes from FFO acquisition pursuit costs and non-cash revenues and expenses was $15.8 million or $0.42 per diluted common share and $60.3 million or $1.59 per diluted common share for the three months and year ended December 31, 2012 respectively. This compares to the same period in 2011 of $15.3 million and $47.1 million, $0.47 and $1.55 per share respectively.

FFO and AFFO in Q4 and for the full year 2012 include a one-time lease consent fee of $2.2 million and a low prepayment penalty of $2 million which when excluded from AFFO result in normalized AFFO of $15.6 million and $60.1 million respectively. FFO and AFFO in Q4 and for the full year in 2011 include interest income earned in connection with repayment of the Hillside Terrance Mortgage Note.

Net related paying in expenses totaled $1.6 million and for the full year also included one-time start up cost of $0.3 million, which when excluded from AFFO result in normalized AFFO of $13.7 million and $45.9 million respectively. Normalized AFFO per share increased in 2012 compared to 2011 from $0.37 to $0.41 per share for the fourth quarter and from $1.51 to $1.59 per share for the full year or 10.8% and 5.3% respectively.

Net income was $4 million or $0.11 per diluted common share and $19.5 million or $0.56 per diluted common share for the three months and year ended December 31, 2012 respectively. This compares to $7.2 million or $0.19 per share and $12.8 million or $0.43 per share during the same periods in 2011. Net income for 2012 includes $2.5 million impairment charge offset by $2.2 million lease consent fee associated with the asset classified as held for sale at December 31, 2012.

This asset was disposed of its 2013 with no material gain or loss reported. In addition, in connection with the sale these assets, we will continue to receive the rents from our tenants under the terms of the original lease agreement.

G&A cost for the three months ended December 31, 2012 totaled $4.5 million and included stock-based compensation expense of $2.5 million and acquisition pursuit cost of $0.4 million. G&A cost for the full-year 2012 totaled $16.1 million and included stock-based compensation expense of $8.3 million and acquisition pursuit costs of $1.7 million. 2012 stock-based compensation expense includes annual bonus payments which management elected to have paid on stock.

Excluding non-cash and transaction related costs, G&A costs were 5.6% and 6% of total revenues for the three months and year ended December 31, 2012 respectively compared to 5.2% and 6.5% for the three months ended December 31, 2011 and excluding the impact of the Hillside Terrance Mortgage Note pay of Q4 2011.

Interest expense for the three months and year ended December 31, 2012 totaled $11.6 million and $37 million respectively including the amortization of deferred financing costs and debt premium totaling $0.5 million during the quarter and $3 million for the full year. In addition, interest expense for the three months and year ended December 31, 2012 included prepayment penalty fees of $2 million associated with the refinancing of certain mortgage embeddedness.

Excluding the prepayment penalty fees and non-cash items, interest expense for the three months and year ended December 31, 2012 increased by $2 million and $3.7 million respectively compared to the same period in 2011 primarily related to net increased borrowings in 2012 of $192.1 million. Our weighted average cost of goods in December 31, 2012 was 6.28% compared to 7.25% at December 31, 2011.

Good returning attention to the balance sheet has taken as cash flows our real estate investments totaled $956.4 million excluding corporate assets and before cumulated depreciation and our investments in loans receivable totaled $12 million at December 31, 2012 an increase of $207.9 million for the year. This increase resulted in the acquisition of 10 skilled nursing and 13 senior housing facilities and the origination of three loans one of which was repaid prior to the end of 2012.

The weighted average Tier 1 cash or interest yield on our 2012 investments was 8.8%. These real estate acquisitions and loan originations were funded with available cash including net cash proceeds from the issuance of an additional $106 million of senior unsecured notes during 2012 and from proceeds of our revolving credit facility.

Cash flows from operations totaled $56.3 million for the year ended December 31, 2012 compared to $44.7 million for the year ended December 31, 2011 an increase of 26%. Cash and cash equivalents decreased by $25.1 million during the year to $17.1 million as of December 31, 2012.

In addition to acquisitions and loan originations, cash was primarily used for scheduled principal payments on mortgage debt of $3.3 million and to pay dividends totaling $48.9 million. We incurred net new borrowings at 2012 under our revolving credit facility of $92.5 million leaving remaining borrowing capacity $109.1 million. This availability along with cash and cash equivalents as of December 31, 2012, provides us with approximately $126.2 million of liquidity. This liquidity, along with cash flows from operations subsequent to December 31, 2012 is available to fund ongoing operations, future acquisitions and the $0.34 per share dividend to be paid today, February 28, 2013.

We were compliance with all of our debt covenants under our senior notes indenture and our secured revolving line of credit agreement as of December 31, 2012. Our key credit stats as of that date changed from the prior year as follows based on fine terms in our credit agreements.

Consolidated leverage ratio changed from 4.26 times to 4.71 times as we utilized the revolver and the add-on to our unsecured senior notes to fund acquisition activities. Consolidated fixed charge coverage ratio improved from 2.87 to 2.92 and minimum interest coverage ratio improved from 3.17 to 3.22 times.

Total debt to asset value increased from 39% to 48% and secured debt to asset value from 16% to 21%. Unencumbered asset valued to unsecured debt decreased from 227% to 183% due to the add-on to our unsecured senior notes in July 2012.

As we have stated before, would you not believe that any other covenants in our indenture or many credit agreement will limited any significant manner our ability to deploy our available liquidity to support our acquisition strategy going forward.

Finally, the $0.34 per share dividend to be paid today is an increase from our prior four quarters dividend of $0.33 per share and is consistent with our target dividend payout of approximately 80% of AFFO. And with that, I will turn it back to Rick.

Richard K. Matros

Thanks, Harold. Why don’t we open it up to Q&A now.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions) We'll hear first from Rob Mains with Stifel Nicolaus.

Robert Mains – Stifel Nicolaus

Good morning.

Richard K. Matros

Good morning.

Robert Mains – Stifel Nicolaus

Good. Question first Harold, do you have a mine because you do really talk about raising equity this year, a target leverage ratio?

Harold W. Andrews Jr.

Yeah, we definitely have a target range that we like to keep our leverage and is really driven by our objective overtime to improve our credit rating. So the rating agencies have indicated that they would like to see us keep our leverage below six times. We targeted to keep it between 4.5 times to 5.5 times, and so as you think about future capital ranges you can expect it will use a mix of equity and debt trying to maintain it below that 5.5 times.

Robert Mains – Stifel Nicolaus

So we should be looking at something like that rather than like the assets type of ratio?

Harold W. Andrews Jr.

Yeah, I mean that’s our primary focus. Obviously, the debt to asset ratio just falls in line and we kept it below 50%. I would expect it to say somewhere in that range just based on maintaining that leverage ratio.

Robert Mains – Stifel Nicolaus

Okay. And then question for (inaudible) the stock comp should we be just for modeling purposes, should we assume that mortgage just paying cash this year than in 2012, where kind of the 2012 numbers is a run rate?

Richard K. Matros

Yeah, use the 2012 numbers as a run rate. Basically how it works, we have to elect when we want to take it in cash or stock and for the first two years of the company is this sense we all chose to take our bonuses in stock and my guess is that will continue.

Robert Mains – Stifel Nicolaus

Okay. And then Rick you mentioned that one of the reasons by looking development is that some of the older stock of assisted living you are not take into appropriate for higher need patience. Why is that case, is that the case is supposed to just doing renovation reserve some sort of facelift?

Richard K. Matros

Well first of all lot of those is suppose to be fine, because it is just not that much new development that’s coming on to continue with that, but that said a lot of those buildings were built by multi-family guys, it’s sort of hallway after hallway with one common area. And some of them are just difficult to renovate. But it’s not like a skilled facility where nearly things were build with all rooms of common areas, and a bunch of three bedrooms and you can take that beds, and putting better service and build (inaudible) just it’s not like that lot of us, I’m sure there are some of the other which you can renovate. But the facilities that we’re looking at with our operating partners and developers for the first Phoenix that we announced last year, and the other deals that we’re currently looking at in new dark facilities, which are new that we acquired or profits of acquiring.

These are builds to accommodate an operational model where much of assisted living historically was a growing operational model in place; it was marketing that was real estate side. So now you’ve got nursing and therapy and hospital services. A lot of services similar to what you’ll see in skilled nursing. We’ve seen memory care facilities that have levels maturity that are no difference than in Michigan and its skilled nursing facility.

So when you think about building-building that kind of accommodate staffing efficiency, you work with the private pay population, you don’t have a lot of elasticity on price there, but you’ve really going to focus on efficiencies. And if you got more accounting areas with less – growth of the resident to travel, because you won’t really don't have room stay out of hall ways. You are able to focus staff in smaller areas and make that staffing making much more efficient and had really good call of the outcomes.

Robert Mains – Stifel Nicolaus

Got it. And then last question so I understand some of these that you’ve sold, you took in a consent fee, you took an impairment but you’re going to continue to collect reps, is that right?

Harold W. Andrews Jr.

You are right. That's correct. So essentially we're coming out whole on a cash basis, but we preserved on rental stream.

Richard K. Matros

And what we do in the cash Rob as we paid debt associated with the building so we also paid off that debt. This was turn now Genesis building well and spread across the master.

Robert Mains – Stifel Nicolaus

Okay, got it. That's makes sense. All right. Thank you.

Operator

We’ll take our next question from Michael Carroll with RBC Capital Markets.

Michael Carroll – RBC Capital Markets

Thanks. What type of investment opportunities are you seeing with senior housing and skilled nursing and what type of mix should we expect in 2013. I know you've indicated that we should expect more on senior housing, but is the fourth quarter a good example of what should we see in 2013?

Talya Nevo-Hacohen

This is Talya. To the extent that we are buying properties or investing in properties through these pipelines that Rick referenced, until the (inaudible) strong buyers towards private and senior housing and assisted living and memory care for the most part. Otherwise it’s – so my answer has two parts, one is we are clearly biased right now towards assisted living and memory care in terms of our acquisition interest. But the market serves that with the market serves out, we won’t buy traffic a good skilled nursing facility it becomes us, because it’s an opportunity. So I think you’ll continue to see a mix, I think you – based on what we’re seeing today right now it’s definitely skewed towards the assisted living and memory care product, but things can change.

Michael Carroll – RBC Capital Markets

Can you just get…

Richard K. Matros

Michael I would also say that things are little bit slow as we saw beginning of last year as well. But this year I think it’s far because someone of guys try to cramp deals and prior to year-end for our tax surfaces. So much of what we are working on right now is really development stuff, although the Sun stabilized definitely as well. But we would expect that to pick up, particularly since we got in a conference next week.

Michael Carroll – RBC Capital Markets

Okay. And could you describe the type of investment on the skilled side where you would want to pass up?

Richard K. Matros

I think a couple of things, one, true situations that we lack a lot on the skilled side is a new vintage asset, and we’ve been fortunate to be able to pick some of those up. Secondly, may be not a new vintage asset, but an operating team that is kind of ahead of the curve on where healthcare reform and reimbursement is going. So for example, huge facilities that we acquired in Pennsylvania where the facilities almost entirely went on that related facilities. Those guys were really ahead of the curve.

The other situation that we like and we are did two deals with the (inaudible) last year, one with Encore last year and that is assuming that we like the operating team going into turnaround situations. And because of our operational background we feel very comfortable being able to reset the upside in turnaround and acquire the operating team handle that. But those are the kind of things that we’d like on the skill side, so I don't want to say – that we would never pick up a place in LA facility, we got a couple of those, and we making those, but it is the other situations and are more thing to us.

Michael Carroll – RBC Capital Markets

Okay. And then on your pro forma schedule, I guess on page 25 of your supplement that indicated your pro forma annualized FFO run rate closed $0.08 a share, because how should be tied that back to your guidance range to $1.85 to $1.89?

Richard K. Matros

We have to think about in the guidance we assume some equity offering so it's going to drive up the number of shares that spread over, I think that's probably the primary difference.

Michael Carroll – RBC Capital Markets

So would – if safe to assume you expect $0.20 dilution from an equity offering then something outcome number that I'm missing.

Harold W. Andrews Jr.

In the number from the shares or from the – I think FFO number, the AFFO number in our pro forma is consistent with our guidance works, but it doesn't have the incremental shares outstanding, and I would also say that there is some obviously debt refinancing stuff is not reflected there so there is some other factors involved. But in generally speaking there's nothing outside of in the forecast outside of kind of the run rate where we're starting.

Richard K. Matros

Remember the equity rate that we have seen in the guidance was not a follow on. So it's not going to be particularly converting. That was really an ATM assumption. And I think to look at too really is focus on the normalized AFFO number, because if you’re looking at FFO you're going to see that large consent fee that also lease before now.

Michael Carroll – RBC Capital Markets

What's the debt charge pored out in there too, or need to be put out?

Richard K. Matros

Debt charge on a FFO basis was not fold up, would be in the FFO as well. So I guess they two will offset each other to some extent.

Michael Carroll – RBC Capital Markets

Okay.

Richard K. Matros

On AFFO is your best part to focus, should that pull that all the normalizing items.

Michael Carroll – RBC Capital Markets

Okay, great. And then my last question relates to the decline in the general acute care hospital coverage ratio, is that some type of accounting adjustments that caused that decline?

Richard K. Matros

There will be primarily a change and they increased their contractual allowance and really not a function of any trend, but just be more conservative and with the increase a record and that sort of paying or that caused them to do that, but it was really just a function of that, it was a 3% increase in that, and that 3% increase pretty much accounts in the difference in coverage.

Michael Carroll – RBC Capital Markets

Okay, great. Thank you.

Richard K. Matros

Okay.

Operator

(Operator Instructions) We'll hear next from Tayo Okusanya with Jefferies.

Omotayo Okusanya – Jefferies & Company, Inc.

Hi, good afternoon. So just a couple of questions. First of all, if you did your preferred, where do you think you could actually looking forward today in the market?

Richard K. Matros

We think we can do it in the low seven and that was really – that was really a gaining issue for us. We've been looking at, we’ve been found preferred market as it relates to we think past last year and we felt like once we got – once we had a short at getting it done it in the low seven and you’re probably talking about $75 million give or take, but that was a point that really made a lot of sense for us giving the kind assets that were going after and having permanent capital side given where we’ve been is pretty attractive.

Omotayo Okusanya – Jefferies & Company, Inc.

Got it. That’s helpful. And then in regards to 2013 and 2014, are there opportunities to do more heard refinancing and refinancing your mortgage debt?

Unidentified Company Representative

Yeah so we’re looking at portfolio that’s commenced right now in our portfolio with GE debt and we’re actually focused on taking that in a couple of chunks. There is two different maturity levels on that, and so we are working on that now. But again it’s a long process and I say there’s no guarantees but we expect to get something done in 2013, at least on the first tranche and possibly both. And that’s about totaled about $90 million debt.

Unidentified Company Representative

Approximately 275 to 300 basis points difference.

Omotayo Okusanya – Jefferies & Company, Inc.

Right. And how much of tranche one versus tranche two of the $90 million?

Unidentified Company Representative

It’s about call it in high fifties for the first tranches $57 million, $58 million and then low thirties for the second.

Omotayo Okusanya – Jefferies & Company, Inc.

Okay, that’s helpful. And then going to the dividend, when we take a look at your AFFO capital per share forecast, for 2013 $1.75, 80% of that in back in above 40, which is about $0.25 a quarter, but you guys are limited to $0.33, any particular reason why?

Unidentified Company Representative

(inaudible) started any more .

Unidentified Company Representative

That that is $0.34 my back, my master obviously this morning.

Unidentified Company Representative

So I think it’s possible to get 35 at some point it’s taken to 31.

Omotayo Okusanya – Jefferies & Company, Inc.

Okay. Let’s get out them.

Unidentified Company Representative

The issue trial is obviously we have to think about equity ratios as our share count goes up if we issue equity then – we will be right at 80% you’re going to become around that number kind of contemplating further share issuances and obviously growth in the AFFO number. So we are still targeting that range around 80%, but its going to be up or down to around either as in the past. And I know in order to return I just want to reiterate if keep using the word equity that we are not doing at all on offering.

Unidentified Company Representative

Because when you think about an ATM got a 2% cost for us – kind of in the low three, we have the discounts with the follow-on between underwriting theme and the discounts and the overhang you hit the 10% sometime. So given the size of the deals we do, this is really is going to allow us to match funds in a way that makes the most sense of the company and for the company’s shareholders.

Omotayo Okusanya – Jefferies & Company, Inc.

Got it. Thank you. That's helpful. And then just lastly as we kind of begin sequestration tomorrow just trying to get a sense of conversation you had with Genesis recently in regard to what that means for them especially in conjunction with the cuts to therapy as part on the tax relief act earlier on in the year, we’ve had a good increase in coverage ratios but is there some concern about we feel coverage ratios going forward?

Unidentified Company Representative

It's only because we have the unique situation with Genesis, because when the Sun deal they’ve got material synergies and those synergies they publicly stated $60 million in synergies. We are pretty comfortable with more than that. In synergies and so in terms of the therapy changes, which already accommodating, there is plenty of room there and I think the expectation is that there will be a 2% medicare cut as the result of sequestration, but again if you would still can’t understand our own basis coverages will get tire, because of the synergies there net-net is still may be a (inaudible) and again for us because of the impaired guarantee.

Omotayo Okusanya – Jefferies & Company, Inc.

Got it. Okay, that's all I have got. Thank you very much.

Richard K. Matros

Thank you.

Operator

(Operator Instructions) And I show that we have no further questions.

Richard K. Matros

Thanks everybody for your time today as always Harold, Talya and I available for follow-up calls. Harold and I will be at the Citi Conference next week, so we’ll be seeing some of you guys there look forward to that, and there will be a S&A conference in San Diego as well next week. So the Board is seeing you at road and thanks guys for your time today. Take care.

Operator

This does conclude today's conference. We thank you for your participation. You may now disconnect.

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