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8-K - FORM 8-K - New Senior Investment Group Inc.d393026d8k.htm

Exhibit 99.1

 

LOGO

Contact:                    

David Smith

(212) 515-7783

NEW SENIOR ANNOUNCES FIRST QUARTER 2017 RESULTS

 

 

NEW YORK – May 4, 2017 – New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today its results for the quarter ended March 31, 2017.

1Q 2017 FINANCIAL HIGHLIGHTS

 

    Declared cash dividend of $0.26 per common share

 

    Net loss of $9.9 million, or $(0.12) per basic and diluted share

 

    Total net operating income (“NOI”) of $55.4 million, compared to $57.3 million for 1Q’16

 

    Normalized Funds from Operations (“Normalized FFO”) of $24.3 million, or $0.30 per basic share and $0.29 per diluted share

 

    AFFO of $22.3 million, or $0.27 per basic and diluted share

 

    Normalized Funds Available for Distribution (“Normalized FAD”) of $20.6 million, or $0.25 per basic and diluted share

1Q 2017 BUSINESS HIGHLIGHTS

 

    Total same store cash NOI decreased 1.5% vs. 1Q’16

 

    Managed same store cash NOI decreased 6.1% vs. 1Q’16

 

    Triple net same store cash NOI increased 4.3% vs. 1Q’16

 

    In January, sold 2 AL/MC properties for $15.5 million, realizing a gain on sale of $4.2 million

FIRST QUARTER 2017 RESULTS

Dollars in thousands, except per share data

 

     For the Quarter Ended March 31, 2017     For the Quarter Ended March 31, 2016  
           Per Basic     Per Diluted           Per Basic     Per Diluted  
     Amount     Share(B)     Share(B)     Amount     Share(C)     Share(C)  

GAAP

            

Net loss

   $ (9,895   $ (0.12   $ (0.12   $ (21,848   $ (0.26   $ (0.26

Non-GAAP(A)

            

NOI

   $ 55,389       N/A       N/A     $ 57,320       N/A       N/A  

FFO

     23,424     $ 0.29     $ 0.28       25,519     $ 0.31     $ 0.31  

Normalized FFO

     24,282     $ 0.30     $ 0.29       26,460     $ 0.32     $ 0.32  

AFFO

     22,338     $ 0.27     $ 0.27       23,899     $ 0.29     $ 0.29  

Normalized FAD

     20,644     $ 0.25     $ 0.25       21,811     $ 0.26     $ 0.26  

 

(A) See end of press release for reconciliation of non-GAAP measures to net loss.
(B) Non-GAAP measures per basic share are based on 82.1 million shares outstanding, and non-GAAP measures per diluted share are based on 82.8 million shares, representing the number of shares outstanding plus the number of shares issuable upon the exercise of options. GAAP net loss per basic share and per diluted share is based, in each case, on 82.1 million shares outstanding, because the inclusion of options in the calculation of GAAP net loss per diluted share would be anti-dilutive.
(C) Non-GAAP measures per basic share are based on 83.1 million shares outstanding, and non-GAAP measures per diluted share are based on 83.5 million shares, representing the number of shares outstanding plus the number of shares issuable upon the exercise of options. GAAP net loss per basic share and per diluted share is based, in each case, on 83.1 million shares outstanding, because the inclusion of options in the calculation of GAAP net loss per diluted share would be anti-dilutive.

 

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FIRST QUARTER 2017 GAAP RESULTS

New Senior recorded a GAAP net loss of $9.9 million, or $(0.12) per basic and diluted share, for the first quarter of 2017, compared to a GAAP net loss of $21.8 million, or $(0.26) per basic and diluted share, for the first quarter of 2016. The year-over-year decrease in the first quarter net loss was primarily driven by a gain on sale of real estate of $4.2 million and a decrease in expenses of $10.7 million.

FIRST QUARTER 2017 PORTFOLIO PERFORMANCE

Total NOI decreased 3.4% to $55.4 million compared to $57.3 million for 1Q 2016. Total same store cash NOI decreased 1.5% to $51.2 million compared to $52.0 million for 1Q 2016.

For the managed portfolio, same store average occupancy decreased 220 basis points to 86.1% compared to 88.3% for 1Q 2016, and same store cash NOI decreased 6.1% to $27.5 million compared to $29.2 million for 1Q 2016.

For the triple net portfolio, same store cash NOI increased 4.3% to $23.7 million compared to $22.7 million for 1Q 2016. Same store triple net average occupancy decreased 140 basis points to 87.5% compared to 88.9% for 1Q 2016. EBITDARM coverage as of March 31, 2017 was 1.19x, down from 1.26x as of March 31, 2016. Triple net average occupancy and EBITDARM are presented one quarter in arrears on a trailing twelve month basis.

ASSET SALES

In January, the Company completed the sale of two assisted living / memory care properties for $15.5 million, realizing a gain on sale of $4.2 million. In connection with the sale, the Company repaid $14.7 million of debt.

FIRST QUARTER DIVIDEND

On May 2, 2017, the Company’s Board of Directors declared a cash dividend of $0.26 per share for the quarter ended March 31, 2017. The dividend is payable on June 22, 2017 to shareholders of record on June 8, 2017.

ADDITIONAL INFORMATION

For additional information that management believes to be useful for investors, please refer to the presentation posted in the Investor Relations section of the Company’s website, www.newseniorinv.com.

EARNINGS CONFERENCE CALL

Management will host a conference call on May 4, 2017 at 9:00 A.M. Eastern Time. The conference call may be accessed by dialing (877) 694-6694 (from within the U.S.) or (970) 315-0985 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “New Senior First Quarter 2017 Earnings Call.” A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newseniorinv.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available approximately two hours following the completion of the call through 11:59 P.M. Eastern Time on June 5, 2017 by dialing (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside the U.S.); please reference access code “6276567.”

ABOUT NEW SENIOR

New Senior is a real estate investment trust with a portfolio of 150 senior housing properties located across the United States.

The Company is the only pure play senior housing REIT and is one of the largest owners of senior housing properties. New Senior is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm. More information about New Senior can be found at www.newseniorinv.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain items in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those described in the forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s

 

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Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission, which are available on the Company’s website (www.newseniorinv.com). New risks and uncertainties emerge from time to time, and it is not possible for New Senior to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Forward-looking statements contained herein speak only as of the date of this press release, and New Senior expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in New Senior’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

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Consolidated Balance Sheets

(dollars in thousands, except share data)

 

     March 31, 2017        
Assets    (Unaudited)     December 31, 2016  

Real estate investments:

    

Land

   $ 220,317     $ 220,317  

Buildings, improvements and other

     2,557,814       2,552,862  

Accumulated depreciation

     (242,146     (218,968
  

 

 

   

 

 

 

Net real estate property

     2,535,985       2,554,211  
  

 

 

   

 

 

 

Acquired lease and other intangible assets

     319,929       319,929  

Accumulated amortization

     (269,784     (255,452
  

 

 

   

 

 

 

Net real estate intangibles

     50,145       64,477  
  

 

 

   

 

 

 

Net real estate investments

     2,586,130       2,618,688  

Cash and cash equivalents

     50,338       58,048  

Straight-line rent receivables

     78,339       73,758  

Receivables and other assets, net

     57,863       71,234  
  

 

 

   

 

 

 

Total Assets

   $ 2,772,670     $ 2,821,728  
  

 

 

   

 

 

 

Liabilities and Equity

    

Liabilities

    

Mortgage notes payable, net

   $ 2,113,276     $ 2,130,387  

Due to affiliates

     11,074       11,623  

Accrued expenses and other liabilities

     100,538       100,823  
  

 

 

   

 

 

 

Total Liabilities

   $ 2,224,888     $ 2,242,833  
  

 

 

   

 

 

 

Commitments and contingencies

    

Equity

    

Preferred Stock $0.01 par value, 100,000,000 shares authorized and none issued or outstanding as of both March 31, 2017 and December 31, 2016

   $ —       $ —    

Common stock $0.01 par value, 2,000,000,000 shares authorized, 82,141,216 and 82,127,247 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively

     821       821  

Additional paid-in capital

     898,057       897,918  

Accumulated deficit

     (351,096     (319,844
  

 

 

   

 

 

 

Total Equity

   $ 547,782     $ 578,895  
  

 

 

   

 

 

 

Total Liabilities and Equity

   $ 2,772,670     $ 2,821,728  
  

 

 

   

 

 

 

 

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Consolidated Statements of Operations (unaudited)

(dollars in thousands, except share data)

 

     Three Months Ended March 31,  
     2017     2016  

Revenues

    

Resident fees and services

   $ 86,726     $ 89,706  

Rental revenue

     28,247       28,239  
  

 

 

   

 

 

 

Total revenues

     114,973       117,945  
  

 

 

   

 

 

 

Expenses

    

Property operating expense

     59,584       60,625  

Depreciation and amortization

     37,518       47,367  

Interest expense

     23,066       22,788  

Acquisition, transaction and integration expense

     348       754  

Management fees and incentive compensation to affiliate

     3,824       3,928  

General and administrative expense

     4,011       4,370  

Loss on extinguishment of debt

     375       —    

Other expense

     135       187  
  

 

 

   

 

 

 

Total expenses

   $ 128,861     $ 140,019  

Gain on sale of real estate

     4,199       —    
  

 

 

   

 

 

 

Loss Before Income Taxes

     (9,689     (22,074

Income tax expense (benefit)

     206       (226
  

 

 

   

 

 

 

Net Loss

   $ (9,895   $ (21,848
  

 

 

   

 

 

 

Loss Per Share of Common Stock

    

Basic and diluted (A)

   $ (0.12   $ (0.26
  

 

 

   

 

 

 

Weighted Average Number of Shares of Common Stock Outstanding

    

Basic and diluted (B)

     82,140,750       83,066,599  
  

 

 

   

 

 

 

Dividends Declared Per Share of Common Stock

   $ 0.26     $ 0.26  
  

 

 

   

 

 

 

 

(A) Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period.
(B) All outstanding options were excluded from the diluted share calculation as their effect would have been anti-dilutive.    

 

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Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)

 

     Three Months Ended March 31,  
     2017     2016  

Cash Flows From Operating Activities

    

Net loss

   $ (9,895   $ (21,848

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation of tangible assets and amortization of intangible assets

     37,555       47,403  

Amortization of deferred financing costs

     2,465       2,428  

Amortization of deferred community fees

     (292     (372

Amortization of premium on mortgage notes payable

     (144     (146

Non-cash straight line rent

     (4,581     (5,553

Gain on sale of real estate

     (4,199     —    

Loss on extinguishment of debt

     375       —    

Equity-based compensation

     —         5  

Provision for uncollectible receivables

     645       523  

Other non-cash expense

     87       187  

Changes in:

    

Receivables and other assets, net

     179       317  

Due to affiliates

     (549     949  

Accrued expenses and other liabilities

     185       (193
  

 

 

   

 

 

 

Net cash provided by operating activities

   $ 21,831     $ 23,700  
  

 

 

   

 

 

 

Cash Flows From Investing Activities

    

Proceeds from the sale of real estate

   $ 14,956     $ —    

Capital expenditures, net of insurance proceeds

     (4,386     (3,967

Reimbursements (escrows) for capital expenditures, net

     1,054       (1,182

Deposits refunded for real estate investments

     —         584  
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

   $ 11,624     $ (4,565
  

 

 

   

 

 

 

Cash Flows From Financing Activities

    

Principal payments of mortgage notes payable

   $ (4,900   $ (3,955

Repayments of mortgage notes payable

     (14,730     —    

Payment of exit fee on extinguishment of debt

     (178     —    

Payment of common stock dividend

     (21,357     (21,356

Repurchase of common stock

     —         (30,840
  

 

 

   

 

 

 

Net cash used in financing activities

   $ (41,165   $ (56,151
  

 

 

   

 

 

 

Net Decrease in Cash and Cash Equivalents

     (7,710     (37,016

Cash and Cash Equivalents, Beginning of Period

     58,048       116,881  
  

 

 

   

 

 

 

Cash and Cash Equivalents, End of Period

   $ 50,338     $ 79,865  
  

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow Information

    

Cash paid during the period for interest expense

   $ 20,679     $ 20,365  

Supplemental Disclosure of Non-Cash Investing and Financing Activities

    

Issuance of common stock

   $ 139     $ —    

 

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Reconciliation of NOI to Net Loss

(dollars in thousands)

 

     For the Quarter Ended  
     March 31, 2017  

Total revenues

   $ 114,973  

Property operating expense

     (59,584
  

 

 

 

NOI

     55,389  

Depreciation and amortization

     (37,518

Interest expense

     (23,066

Acquisition, transaction and integration expense

     (348

Management fees and incentive compensation to affiliate

     (3,824

General and administrative expense

     (4,011

Loss on extinguishment of debt

     (375

Other expense

     (135

Gain on sale of real estate

     4,199  

Income tax expense

     (206
  

 

 

 

Net Loss

   $ (9,895
  

 

 

 

Reconciliation of Net Loss to FFO, Normalized FFO, AFFO and Normalized FAD

(dollars and shares in thousands, except per share data)

 

     For the Quarter Ended  
     March 31, 2017  

Net loss

   $ (9,895

Adjustments:

  

Gain on sale of real estate

     (4,199

Depreciation and amortization

     37,518  
  

 

 

 

FFO

   $ 23,424  

FFO per diluted share

   $ 0.28  
  

 

 

 

Acquisition, transaction and integration expense

     348  

Loss on extinguishment of debt

     375  

Other expense

     135  
  

 

 

 

Normalized FFO

   $ 24,282  

Normalized FFO per diluted share

   $ 0.29  
  

 

 

 

Straight-line rent

     (4,581

Amortization of deferred financing costs

     2,465  

Amortization of deferred community fees and other(1)

     172  
  

 

 

 

AFFO

   $ 22,338  

AFFO per diluted share

   $ 0.27  
  

 

 

 

Routine capital expenditures

     (1,694
  

 

 

 

Normalized FAD

   $ 20,644  

Normalized FAD per diluted share

   $ 0.25  
  

 

 

 

Weighted average basic shares outstanding

     82,141  

Weighted average diluted shares outstanding(2)

     82,785  

 

(1) Includes amortization of above / below market lease intangibles, amortization of premium on mortgage notes payable and amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.
(2) Includes dilutive effect of options.

 

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Reconciliation of Year-over-Year Cash NOI (unaudited)

(dollars in thousands)

 

    1Q 2016     1Q 2017  
    Same Store
NNN
Properties
    Non-Same
Store
NNN
Properties
    Same
Store
Managed
Properties
    Non-Same
Store
Managed
Properties
    Total     Same
Store
NNN
Properties
    Non-Same
Store
NNN
Properties
    Same
Store
Managed
Properties
    Non-Same
Store
Managed
Properties
    Total  

Cash NOI

  $ 22,725       —       $ 29,226     $ 526     $ 52,477     $ 23,707       —       $ 27,450     ($ 35   $ 51,122  

Straight-line rent

    5,553       —         —         —         5,553       4,581       —         —         —         4,581  

Amortization of deferred community fees and other(1)

    (39     —         (697     26       (710     (41     —         (358     85       (314
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment / Total NOI

  $ 28,239       —       $ 28,529     $ 552     $ 57,320     $ 28,247       —       $ 27,092     $ 50     $ 55,389  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

Depreciation and amortization

            (47,367             (37,518

Interest expense

            (22,788             (23,066

Acquisition, transaction & integration expense

            (754             (348

Management fees and incentive compensation to affiliate

            (3,928             (3,824

General and administrative expense

            (4,370             (4,011

Loss on extinguishment of debt

            —                 (375

Other expense

            (187             (135

Gain on sale of real estate

            —                 4,199  

Income tax benefit (expense)

            226               (206
         

 

 

           

 

 

 

Net loss

          ($ 21,848           ($ 9,895
         

 

 

           

 

 

 

 

(1) Includes amortization of above / below market lease intangibles and amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.

NON-GAAP FINANCIAL MEASURES

The tables above set forth reconciliations of non-GAAP measures to net loss, which is the most directly comparable GAAP financial measure.

A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most comparable GAAP measure. We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. GAAP accounting for real estate assets assumes that the value of real estate assets diminishes predictably over time, even though real estate values historically have risen or fallen with market conditions. As a result, many industry investors look to non-GAAP financial measures for supplemental information about real estate companies.

You should not consider non-GAAP measures as alternatives to GAAP net income, which is an indicator of our financial performance, or as alternatives to GAAP cash flow from operating activities, which is a liquidity measure, nor are non-GAAP measures necessarily indicative of our ability to satisfy our funding requirements. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine our non-GAAP measures in conjunction with GAAP net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this report. Moreover, the comparability of non-GAAP financial measures across companies may be limited as a result of differences in the manner in which real estate companies calculate such measures, the capital structure of such companies or other factors.

Below is a description of the non-GAAP financial measures presented herein.

NOI AND CASH NOI

The Company evaluates the performance of each of its two business segments based on NOI. The Company defines NOI as total revenues less property-level operating expenses, which include property management fees, payroll expense and travel cost reimbursements to affiliates. The sum of the NOI for each segment is total NOI, which the Company uses to evaluate the aggregate performance of its segments. Management believes that NOI serves as a useful supplement to net income because it allows investors, analysts and management to measure unlevered property-level operating results and to compare the Company’s operating results between periods and to the operating results of other real estate companies on a consistent basis.

The Company defines cash NOI as NOI excluding the effects of straight-line rent, amortization of above / below market lease intangibles and amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives. We believe that NOI and cash NOI serve as useful supplemental measures to net income because they allow investors, analysts and management to measure unlevered property-level operating results and to compare our operating results between periods and to the operating results of other real estate companies on a consistent basis.

 

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Same store NOI and cash NOI include only properties owned for the entirety of comparable periods and exclude assets classified as held for sale.

FFO and Other Non-GAAP Measures

We use Funds From Operations (“FFO”) and Normalized FFO as supplemental measures of our operating performance. We use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as GAAP net income excluding gains (losses) from sales of depreciable real estate assets and impairment charges of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and joint ventures to reflect FFO on the same basis. FFO does not account for debt principal payments and is not intended as a measure of a REIT’s ability to satisfy such payments or any other cash requirements.

Normalized FFO, as defined below, measures the financial performance of our portfolio of assets excluding items that, although incidental to, are not reflective of the day-to-day operating performance of our portfolio of assets. We believe that Normalized FFO is useful because it facilitates the evaluation of our portfolio’s operating performance (i) between periods on a consistent basis and (ii) to the operating performance of other real estate companies. However, comparability may be limited because our calculation of Normalized FFO may differ significantly from that of other companies, or because of features of our business that are not present in other companies.

We define Normalized FFO as FFO excluding the following income and expense items, as applicable: (a) acquisition, transaction

and integration related costs and expenses; (b) the write off of unamortized discounts, premiums, deferred financing costs, or additional costs, make whole payments and penalties or premiums incurred as the result of early repayment of debt (collectively

“Gain (Loss) on extinguishment of debt”); (c) incentive compensation recognized as a result of sales of property and (d) other items that we believe are not indicative of operating performance, generally reported as “Other (income) expense” in the Consolidated Statements of Operations.

Management also uses AFFO and Normalized FAD as supplemental measures of the Company’s operating performance.

We define AFFO as Normalized FFO excluding the impact of the following: (a) straight-line rents; (b) amortization of above / below market lease intangibles; (c) amortization of deferred financing costs; (d) amortization of premium on mortgage notes payable and (e) amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives. We believe AFFO is useful because it facilitates the evaluation of (i) the current economic return on our portfolio of assets between periods on a consistent basis and (ii) our portfolio versus those of other real estate companies that report AFFO. However, comparability may be limited because our calculation of AFFO may differ significantly from that of other companies, or because of features of our business that are not present in other companies.

We define Normalized FAD as AFFO less routine capital expenditures, which we view as a cost associated with the current economic return. Normalized FAD does not represent cash available for distribution to shareholders.

 

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