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Executives

Tim Smith – Investor Relations

Mark Ordan – Chief Executive Officer

Marc Richards – Chief Financial Officer

Greg Neeb – Chief Investment and Administrative Officer

Analysts

Daniel Bernstein – Stifel Nicolaus

Sunrise Senior Living, Inc. (SRZ) Q1 2012 Earnings Call May 2, 2012 9:00 AM ET

Operator

Good day, and welcome to the Sunrise Senior Living First Quarter Conference Call. Today’s conference is being recorded.

At this time, I’d like to hand the conference over to Tim Smith. Please go ahead, sir.

Tim Smith

Thank you. Welcome to Sunrise Senior Living’s first quarter 2012 investor conference call. This is Tim Smith of Sunrise’s Investor Relations. Before we begin, let me remind you this call is being recorded and the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 apply to this conference call.

During the course of this call, the company will make various remarks concerning management’s expectations, predictions, plans and prospects that constitute forward-looking statements. Actual results may differ materially from those anticipated by these forward-looking statements. Any forward-looking statements reflect management’s current view only and the company undertakes no obligation to revise or update such statements in the future.

I will now turn the call over to Mark Ordan, Sunrise’s Chief Executive Officer. Mark?

Mark Ordan

Thanks Tim. I’m pleased to report a strong first quarter for Sunrise Senior Living. Our year-over-year stabilized community occupancy rose 60 basis points to 88.2%. Our average revenue per occupied unit stabilized communities was up 2.9% year-over-year. NOI was up 8% year-over-year for stabilized communities and 10.1% overall. Our sequential quarter to quarter occupancy was flat but historically we declined in Q1 so we were very pleased here as well.

We are off to a flat start in Q2, so it’s too early to see any trend stemming from our strong first quarter. As Marc Richards will detail shortly, our cost declined in Q1. G&A of $28.6 million compared with $32.4 million for the same period last year. Last year’s first quarter did include significant severance cost, but overhead has continued to trend lower and is now at about $100 million run rate that we had talked about over time.

The combination of our incremental EBITDAR driven largely by our recent acquisitions along with our lower cost drove adjusted EBITDAR to $43.8 million up from $28.3 million in last year’s first quarter.

Stepping back from daily operating results let me discuss some highlights since the start of the year. While we continue to add net asset value to Sunrise and to make progress in our remaining restructuring activities, we are particularly pleased by our recently announced venture sale to Ventas. This transaction again validated the value of Sunrise purpose built communities in solid locations. We closed this transaction yesterday and the proceeds to Sunrise, $28 million, will be used to fully pay off our active key bank line.

Finally, and in some ways most important, Ventas by meaningfully adding to the Sunrise portfolio attested to our ability and track record of caring for our residents while being strongest towards a real and financial assets, and that means a lot to all of us.

All that this transaction represents is to the credit of many Sunrise team members in our field operations and in our office. We manage better, report carefully, budget better, communicate openly, and we invest more and more to always be the sector leader in care for people who depend on that care. When we see short comings we attack them immediately with any resources needed.

In the first quarter and going forward our story is much less about restructuring than it is about developing new ways to strengthen the core Sunrise platform. While we have reduced overhead we spent significantly in our hiring, training, oversight and in advanced systems so that we are prepared to go forward and sync with the new healthcare world.

We have reduced churn over something that’s generally accepted in healthcare but we hate. I'm leading a drive called You Voice Counts along with our Head of Operations, Laura McDuffie and our Head of Human Resources, Mike Rodis, just for the engagement of all of our team members by visiting with them and seeking their counsel about how to make Sunrise stronger. I could not overstate the importance we see in listening to our team to shape a better Sunrise, and then questionably this is the best part of our jobs.

In a few minutes Greg Neeb will describe our progress on the few remaining restructuring initiatives in the United States and in the U.K. In all of these cases our discussions while not final and therefore subject to change, make us optimistic for positive outcome. The progresses we’ve made here has enabled Greg to work closely with our IT group led by Pat Horne to implement information and management systems that will touch all areas of our operation.

I hope that our results and what you hear from us in this call will leave you with no doubt about how our determination and optimism about the solid and bright future Sunrise, our residents, our team members, our partners, and our shareholders have to look forward to.

I’ll now turn the call over to Marc Richards, our Chief Financial Officer.

Marc Richards

Thank you, Mark. Good morning, and welcome to Sunrise’s first quarter earnings call. I will focus my discussion this morning on Sunrise’s consolidated operating results for the first quarter of 2012 and the impact recent transactions have had on our consolidated financial statements.

During the first quarter, we reported adjusted EBITDAR of $43.8 million as compared to $28.3 million for the same period last year. This increase is primarily due to of approximately $9 million of incremental EBITDAR generated from communities acquired in 2011 and 2012, a $2 million increase in our share of venture EBITDA primarily due to venture NOI growth, and a decrease of $4.3 million in general and administrative expenses excluding non-cash stock compensation expense.

We’ve adjusted net income before interest, taxes, depreciation, amortization and rent expense, to further exclude certain non-cash gains and losses, and certain items of income or expense in arriving at adjusted EBITDAR.

Net income attributable to common shareholders for the quarter was $2 million or $0.03 per fully diluted share, as compared to a net loss of $17.7 million or $0.32 per fully diluted share for the first quarter of 2011. The change between periods was primarily driven by a $7.1 million gain on fair value from business combinations relating to the acquisition of Santa Monica and the transfer of five operating properties and one land parcel to us from two unconsolidated joint ventures for no-cash consideration.

A $6.9 million increase in our share of earnings and unconsolidated communities which was primarily driven by venture NOI growth and transaction cost incurred by certain ventures in 2011 but not in 2012 and a $3.7 million reduction in general and administrative expenses in the first quarter of 2012.

General and administrative expenses were $28.6 million for the quarter, compared to $32.4 million for the same period in 2011. The decrease in the period is primarily due to $3.2 million of severance expenses relating to the reduction of 42 positions at our corporate and regional offices and a payment of $2 million retention bonus in Q1 2011.

As a result of those and additional staffing reductions at our corporate and regional offices in 2011, salary expenses decreased by approximately $1.5 million in the first quarter of 2012 compared to the first quarter of 2011. These decreases were partially offset by a $3 million contingent loss recorded in Q1 2012 relating to outstanding litigation.

Management fees for the quarter were $24.3 million, which includes $0.7 million of fee income from management contracts that has since been terminated. For the same period last year, management fees were $24.2 million, which includes $2.6 million of fee income for management contracts that have since been terminated or eliminated in consolidation, including $1.5 million from the 15 AL US communities.

Our first quarter 2012 consolidated and leased community net operating income, excluding the impact of the communities acquired in 2011 and 2012, which include the 15 AL US communities acquired in June 2011, and the six communities acquired in the first quarter of 2012 increased $600,000 quarter over quarter. The acquired communities accounted for $24.6 million incremental resident fee income and $15.3 million of incremental community expense in our first quarter 2012 consolidated results.

Net operating income is income from operations excluding depreciation, lease expense and impairment charges related to these communities. Our supplemental; disclosure for comparability purposes reflects the operating results of the AL US communities and the six communities acquired in the first quarter of 2012 for the periods prior to their acquisition dates in our consolidated NOI.

Looking at the balance sheet, our unrestricted cash balance at March 31st was $47.2 million. The principal amount of our outstanding consolidated debt at March 31st was $751.5 million, compared to $607.4 million at the end of 2011. This increase reflects the now consolidated debt of the six communities acquired in Q1 2012 of $141 million. The asset side of the balance sheet also reflects the consolidation of these assets with a corresponding increase of approximately $156 million representing the estimated fair value of the acquired real estate assets.

At the end of April, we also paid down the outstanding principal balance on our credit facility by $10 million, reducing the balance from $39 million to $29 million, and as Mark mentioned earlier, we will use the proceeds from the community sold to Ventas to pay down the remaining balance.

I will now turn the call over to Greg Neeb. Greg?

Greg Neeb

Thank you Marc. Let me give some color behind our results. I will provide comments for our consolidated assets, our leased assets, our joint ventures and our management agreements for both stabilized and leased up properties, which reflects how we manage our business. I will also elaborate on a number of key transactions. This information is available on our supplement 8-K filed yesterday.

Our consolidated community portfolio now consists of 30 properties. 27 of these properties are either newly opened or recently acquired high quality Sunrise purpose built mansion. 27 additions to this pool over the last few years are part of a conscious effort on our part to systematically grow our net asset value by opportunistically increasing our ownership in what we believed to be the best performing product in the assisted living space.

In the first quarter these 30 properties delivered $15.5 million of net operating income before management fees, and five of the assets are still on lease up. A stabilized pool of 25 properties delivered an NOI increase of almost 23% for the first quarter of 2012 over 2011.

In the first quarter we added six additional properties to our consolidated pool in two separate transactions. In both instances we acquired assets that were previously held in joint ventures. On February 28, 2012, we closed a purchase with a venture partner who owned 85% of the membership interest in Santa Monica AL, LLC. for an aggregate purchases price $16.2 million. Simultaneously, with the closing of the transaction, we entered into a new loan with Prudential to pool Santa Monica with Connecticut Avenue, with senior secured debt, the principal amount of this new seven year loan in aggregate is $55 million with an interest rate of 4.66%.

In a second transaction on March 20, 2012, two of our existing joint ventures transferred their ownership interest in two venture subsidiaries to us for no cash consideration. The transferred ventured subsidiaries indirectly owned five senior living facilities and one land parcel. Prior to the transfer, we had a 20% ownership interest in the facilities.

The facilities are currently encumbered by approximately a $119.7 million of existing facility level mortgage debt which is consolidated in our financial results commencing March 20, 2012. This mortgage debt is not on recourse to us with respect to principal repayment, and no new obligations will be required by the mortgage lenders as a result of the transfer. However, on 57 million of this debt we remain obligated under the operating deficit guarantees.

NOI for leased communities was down 6.9%, and occupancy was 88.2% for the first quarter of 2012 versus 88.8% for the first quarter of 2011. Excluding the 10 leased communities that we’ll terminate in 2013, NOI increased approximately 1.1% and occupancy was essentially flat.

On our venture and managed communities net operating income stabilized joint ventures combining the US and the UK was up 14.8%, while stabilized management communities was up 5.8%. Rates for stabilized joint ventures combining the US and UK and managed community increased 2.9%. Joint venture lease-up properties combing the US and UK continued strong as evidenced by NOI increasing 53%.

Within this grouping, 16 communities will be transferred from the ventures to managed in the second quarter. Yesterday, we closed the previously announced sale to Ventas of 16 joint venture communities for a purchase price of approximately $362 million. Sunrise received approximately $28 million of cash at closing and we’ll continue to manage the 16 communities under the pre-existing terms relating to management fees and contract length, which range from 18 to 27 years.

I will now turn to our two remaining workout situations. First is our Senior Living condominium project where we have a condominium component and an assisted living component that are each owned by a different venture.

We continue to be obligated to our partner and the lender on the assisted living venture to find future operating shortfalls. We are also obligated to our partner on the condominium venture to fund operating shortfalls and marketing costs. We funded [inaudible] million under the guarantees from March 31st 2011 of which 200,000 on the assisted living venture was funded in 2012. As of March 31st 2012, amounts of $117 million for the residential condominium venture and $29.7 million for the assisted living venture are both in default

We’ve accrued $4.2 million in default interest relating to these loans. In February 2012 the lenders for the residential condominium venture commenced legal proceedings necessary to foreclosing the assets of the residential condominium venture. We are still in discussion with the lenders for the assisted living venture regarding default and the loan and are evaluating our alternatives.

In United Kingdom one of our venture’s mortgage loan is in default at March 31, 2012 due to a violation of certain loan covenants. The mortgage loan was approximately $639 million as of March 31, 2012. The loan was collateralized by 15 communities owned by the ventures located in the United Kingdom. The lender has rights, which includes foreclosure on the community and/or termination of our management agreements. The venture is in discussions with a lender regarding the possibility of entering into a loan modification.

During 2011 we recognized $9 million of management fees from this venture. Our United Kingdom management segment reported $1.6 million in income from operations in 2011 and $700,000 for the first quarter of 2012. Our investment balance in this venture was zero at March 31, 2012.

Our German restructure note will mature in October 2012, and we may be required to pay under the guarantee if we are unable to sell the mortgaged assets. We have one closed community and nine land parcels as of March 31, 2012. To the extent that we are unable to sell all the assets at their estimated value by October 2012, we may be required to fund the remaining minimum payment under the guarantee, which was $26.3 million as of March 31, 2012. Based on our estimate of likely property sale by October 2012, we believe that we may be required to fund at least $10 million under this guarantee.

In addition to the debt discussed above, Sunrise Ventures have total debt of $2.4 billion with near term scheduled debt maturities of $0.3 billion for the remainder of 2012 and there is $0.8 billion of debt that is in default as of March 31, 2012. The debt and debentures are non-recourse to us with respect to principal payment guaranteed and we and our venture partners are working with the venture lenders to obtain covenant wavers and to extent maturity dates. We have provided operating deficit guarantees to the lenders or ventures with respect to $0.5 billion of the total venture debt.

Under the operating deficit guarantees we are obligated to pay operating shortfalls, if any, with respect to these ventures. Any such payments could include amounts arising in part from the ventures obligations for payment of monthly principal and interest on the ventured debt. These operating deficit agreements would not obligate us to repay the principal balance on such ventured debt that might become due as a result of acceleration of such indebtedness or maturity, we have not shown any interest in these ventures. Back to you Mark.

Mark Ordan

Thank you Greg, thank you Marc. We are now prepared to take questions.

Question-and-Answer Session

Operator

Thank you. [Operator Instructions] We will go first to Daniel Bernstein of Stifel Nicolaus.

Daniel Bernstein – Stifel Nicolaus

Good morning gentlemen. The question I have – a couple of questions today. One of them is on the G&A. I guess the current G&A run rate, something you are comfortable with for the rest of the year, do you expect it to trend down a little bit further at all?

Marc Richards

I think there will be ways to chip away at it but we are not putting out a different number.

Daniel Bernstein – Stifel Nicolaus

Okay, this is a good number, $100 million [ph], a little less maybe but that's about [Unclear].

Marc Richards

Thank you.

Daniel Bernstein – Stifel Nicolaus

Okay. On the operations side you brought up some items in terms of the initiatives that you have. I wanted you to go into that a little bit more about how from this point you improve the operations. Are you going to add some more ancillary services? You used to have Sunrise at home, you used to have Trinity Hospice. Now that some of the financial issues are going more into the background what can you do to improve the operations of the business?

Mark Ordan

Well, the major thrust that we have been undertaking, which we are very proud of is to really strengthen our team to make sure that our 320 communities, many of which we own, will have the right to purchase and really operating at maximum efficiency and providing the best care. So we spend a lot of time and money building our team, a new head of care who reports to our head of operations. In general I think we’ve strengthened the organization. We have been piloting terrific new programs for memory care. We are, as you know Dan, the largest provider of memory care services and we want to stay at the forefront of that. So we want to make sure that our programming leads the sector.

Then the next obvious step is to say, well, what other services can we provide to our residents. That’s something that we have been working on. We want to make sure that when we do that we do it properly and carefully so that we don’t have a hiccup. So that is something that we foresee adding to what we do.

Daniel Bernstein – Stifel Nicolaus

Okay. So you do see some incremental opportunity for ancillary services?

Mark Ordan

Well, I think there are great opportunities there. But we want to make sure that we never lose anything in our core. Again since we both as a manager with the benefit of our owners and for ourselves, we still see significant additional opportunity running our business the way we do just doing it better.

Daniel Bernstein – Stifel Nicolaus

Okay. And then I have two questions on the U.K. I mean one is the occupancy, it looks like it dropped in the U.K. while in the U.S. it did pretty well. So I was wondering if you could talk about the differences between the seasonality you saw in the U.S. versus U.K. There was a light flu season in the U.S. What was the flu season, what was the winter like in the U.K. that may have contributed to the seasonality there.

Then the other question I had on U.K. was, if you could talk just a little bit about how long it has taken to go ahead and get some kind of role modification on that U.K. JV loan. If you can talk about specifics on what is holding up that modification? Anything else you can give us on that?

Mark Ordan

Yeah, we had a little softening in demand in the U.K. Nothing I wouldn’t say there is any trend that we can see because of that versus the U.S. So we wouldn’t read more into that than anything else. Generally we’ve been a very strong performer in the U.K. In the last several months the quarter was a bit off.

As far as why it’s taken us so long, maybe it’s because Greg has been handling that. But more accurately it’s a large loan and it’s something that we have to work through. It’s complicated, but as Greg said and I’ve said, we are very optimistic from the conversation that we’ve had with our lenders. We are working through it. These things are important and they have to be dealt with care. We have a very good relationship with our partners and our lenders, and again we are optimistic.

Greg Neeb

Dan I think – we can go back even to the third quarter maybe when I first talked about this. I said it was going to take well into 2012. Quite honestly I would say that the timing thus far where we are, is tracking fairly well with what our expectations were and sort of played out by our quasi government owned U.K. lender. I feel like that the timing is not really outside of our expectation.

Daniel Bernstein – Stifel Nicolaus

Okay. That’s satisfactory. Just one more question on the real estate strategy. You obviously are moving a lot more real estate on your balance sheet, you have purchase options in some of the JVs. What is your thoughts about managing assets versus owning? Obviously there are some tradeoffs there, but what are your views about whether you preferred or owned or to manage or lease. I mean that is a pretty large question with investors at this point like your real estate strategies.

Mark Ordan

We are a manager in senior housing and that’s the core of what we do. Along with that we I think are opportunistic. We understand the capital markets, we understand the real estate market, so if there is an opportunity for us to buy real estate in an advantageous way we will do it. Similarly, if we think that there is value in our real estate that would be better off with us not owning it and somebody else owning it, that’s fine as well. We used to own a portion of the Ventas portfolio. We sold that portion back to Ventas couple of years ago and since that time our metrics have only improved.

So we don’t think that we need to own real estate to maximize the performance of those assets. We will do it whether we are manger or we are an owner. So we separate the two. We want to make sure that whatever we are doing we are maximizing value and if that’s buying real estate we will buy it, and if it’s selling real estate we will sell it.

Daniel Bernstein – Stifel Nicolaus

Okay. That’s all from me and have a good day. Thank you.

Mark Ordan

Thanks a lot Dan.

Operator

[Operator Instructions] We have no other questions at this time. Mr. Ordan I’d like to turn the conference back over to you for any closing remarks.

Mark Ordan

Great. Thank you everybody for your continuing support of Sunrise. We look forward to reporting to you in the coming quarters additional progress. Have a great day.

Operator

That does conclude today’s conference. Again thank you for your participation.

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