New Senior Announces First Quarter 2019 Results

2019 AFFO Guidance Reaffirmed

NEW YORK–(BUSINESS WIRE)–New Senior Investment Group Inc. (“New Senior” or the “Company”)
(NYSE:SNR) announced today its results for the quarter ended March 31,
2019.

FIRST QUARTER 2019 FINANCIAL HIGHLIGHTS

  • Declared cash dividend of $0.13 per common share
  • Net loss attributable to common stockholders of $11.8 million, or
    $(0.14) per diluted share
  • Total net operating income (“NOI”) of $40.3 million
  • Adjusted same store cash NOI increased 0.3% versus 1Q18. Excluding six
    properties currently being marketed for sale, adjusted same store cash
    NOI increased 1.6% versus 1Q18
  • Normalized Funds from Operations (“Normalized FFO”) of $11.6 million,
    or $0.14 per diluted share
  • AFFO of $13.2 million, or $0.16 per diluted share
  • Normalized Funds Available for Distribution (“Normalized FAD”) of
    $11.3 million, or $0.14 per diluted share

FIRST QUARTER 2019 AND RECENT BUSINESS
HIGHLIGHTS

  • Completed the internalization of management on January 1 and completed
    relocation of headquarters on February 1
  • Completed additional hires of key roles including Lori B. Marino as
    General Counsel, and Andrew Armstrong as Head of Corporate Strategy
  • Continued to execute on plans to address underperforming AL/MC
    properties

    • Completed transitions of nine AL/MC properties to new operators in
      the first quarter
    • Closed on the sale of one AL/MC asset in April with another sale
      of one AL/MC asset expected to close in the second quarter
    • Currently marketing six assets for sale
    • Ongoing evaluation of assets aimed at optimizing portfolio mix and
      driving better operating performance
  • Completed the refinancing of a $50 million secured loan with a term of
    three years and a rate of L + 275bps, a savings of approximately 35
    basis points from the prior loan
  • Reaffirmed full year 2019 AFFO guidance range
  • In April, reached an agreement to settle a derivative lawsuit, which
    is expected to result in $38.5 million of net proceeds to the Company
    along with the recommendation of certain corporate governance changes,
    including the elimination of the Company’s classified Board of
    Directors (the “Board”) over a period of three years and an amendment
    to the bylaws providing for the election of directors by a majority of
    votes cast in uncontested elections

We are pleased to report our first quarter 2019 results, which
represents our first quarter as an internalized REIT, and to reaffirm
our AFFO guidance for 2019,” said Susan Givens, Chief Executive Officer.
Our portfolio of private pay senior housing properties delivered
positive same store NOI growth and we executed on plans to transition
and sell underperforming assets. Going forward, we continue to focus on
optimizing our portfolio and further strengthening our balance sheet.”

FIRST QUARTER 2019 RESULTS

Dollars in thousands, except per share data
  For the Quarter Ended March 31, 2019   For the Quarter Ended March 31, 2018
Amount  

Per Basic
Share

 

Per Diluted
Share

Amount  

Per Basic
Share

 

Per Diluted
Share

GAAP

Net loss attributable to common stockholders $ (11,791 ) $ (0.14 ) $ (0.14 ) $ (13,349 ) $ (0.16 ) $ (0.16 )
 

Non-GAAP(A)

NOI $ 40,272 N/A N/A $ 47,119 N/A N/A
FFO 8,996 $ 0.11 $ 0.11 13,376 $ 0.16 $ 0.16
Normalized FFO 11,553 $ 0.14 $ 0.14 17,644 $ 0.21 $ 0.21
AFFO 13,157 $ 0.16 $ 0.16 16,803 $ 0.20 $ 0.20
Normalized FAD (B) 11,290 $ 0.14 $ 0.14 15,113 $ 0.18 $ 0.18

(A) See end of press release for reconciliation of non-GAAP
measures to net loss, the most comparable GAAP measure.

(B) Normalized FAD, which does not reflect debt principal payments
and certain other expenses, does not represent cash available for
distribution to stockholders.

 

FIRST QUARTER 2019 GAAP RESULTS

New Senior recorded GAAP net loss attributable to common stockholders of
$11.8 million, or $(0.14) per diluted share, for the first quarter of
2019, compared to GAAP net loss of $13.3 million, or $(0.16) per diluted
share, for the first quarter of 2018. The year over year decrease in net
loss attributable to common stockholders is driven by lower acquisition,
transaction, and integration expenses, which was partially offset by
deemed dividend on redeemable preferred stock.

FIRST QUARTER 2019 PORTFOLIO PERFORMANCE

  Adjusted Same Store Cash NOI   Excluding Assets being Marketed
Properties   1Q 2018   1Q 2019   YoY Properties   YoY
Managed Properties 121 $ 38,646 $ 38,730 0.2% 115 1.5%
NNN Properties 1 1,372 1,411 2.9% 1 2.9%
Total Portfolio 122 $ 40,018 $ 40,141 0.3% 116 1.6%
 
 
Adjusted Same Store Cash NOI – Managed Excluding Assets being Marketed
Properties 1Q 2018 1Q 2019 YoY Properties YoY
IL Properties 102 $ 32,878 $ 33,646 2.3% 100 2.0%
AL/MC Properties 19 5,768 5,084 (11.9%) 15 (1.4%)
Total Managed Portfolio 121 $ 38,646 $ 38,730 0.2% 115 1.5%
 
 
Adjusted Same Store Cash NOI – Managed
Properties 1Q 2018 1Q 2019 YoY
1Q19 Transition Properties 9 $ 985 $ 776 (21.2%)
 

2019 STRATEGIC PRIORITIES

Following the completion of the internalization and other initiatives in
2018, the Company remains committed to identifying opportunities to
maximize shareholder value and enhance corporate governance. As
previously announced in February, the Company has identified several
strategic priorities for 2019, including: 1) optimizing the portfolio,
2) managing operator concentration, 3) strengthening the balance sheet
and 4) increasing the transparency of financial results. The Company has
made significant progress across all these areas and below is an update:

1. Optimize Portfolio: The Company
intends to further improve the overall quality, performance and
diversification of its portfolio through a combination of intensive
asset management, operator transitions and dispositions of
underperforming assets.

  • Operator Transitions: During the
    first quarter, the Company completed the transition of nine
    underperforming AL/MC properties to new operators comprised of the
    following:

    • Three properties to Grace Management, an existing operator
      relationship; Grace now operates six properties for the Company.
    • Four properties to Integral Senior Living, a new operator
      relationship for the Company.
    • Two properties to Phoenix Senior Living, a new operator
      relationship for the Company.
  • Asset Sales: The Company
    closed on the sale of one AL/MC asset in April with another sale of
    one AL/MC asset expected to close in the second quarter.

    • Gross proceeds from the transactions are expected to be
      approximately $14 million and the Company expects to use the net
      proceeds from the transactions to pay down debt.
    • Currently marketing another six assets for sale.
  • To date, the Company has implemented plans to address nearly 50% of
    its AL/MC portfolio. The Company is continuing to evaluate its
    portfolio with the goal of optimizing the portfolio mix and driving
    better performance.

2. Manage Operator Concentration:
The Company recognizes the benefits of having a diversified portfolio of
operators and continues to actively evaluate all of its operator
relationships as it seeks to improve performance and position the
Company for growth.

  • In connection with the previously announced operator transitions in
    the first quarter, the Company has added two new operating partners
    with significant experience in the senior housing industry, Integral
    Senior Living and Phoenix Senior Living. As a result, the Company has
    expanded the operator diversification of its portfolio to seven
    operators.

3. Strengthen Balance Sheet: The
Company is committed to improving its balance sheet with the goal of
reducing leverage over time and increasing flexibility.

  • The Company completed the refinancing of a $50 million secured loan
    (the “Loan”) through Capital One that was scheduled to mature in May
    2019. The Loan has a term of three years with two, twelve-month
    extension options and bears interest at 1-Month LIBOR plus 275 basis
    points, an improvement of approximately 35 basis points versus the
    prior financing. As a result of this refinancing, the Company has no
    scheduled maturities within the next two years.
  • The Company is continuing to evaluate its capital structure for
    opportunities to increase flexibility and lower debt costs.

4. Increase Transparency of Financial Results:
Management provided guidance for 2019 and expects to continue to provide
guidance on an ongoing basis. The Company is committed to demonstrating
the earnings power and underlying value of its assets with
straightforward and thorough reporting.

2019 Guidance Reaffirmed

  • New Senior is reaffirming its previously stated 2019 AFFO guidance
    range of $0.61 to $0.67 per share. Additional details can be found
    below.
  Full Year 2019 Guidance
Per Share
Low High
Net Loss Attributable to Common Stockholders ($0.51) ($0.45)
FFO $0.48 $0.54
Normalized FFO $0.54 $0.60
AFFO $0.61 $0.67
 
  • Key Guidance Assumptions

    • Same store managed cash NOI: (3.0%) to 0.0% versus 2018
    • Debt: LIBOR assumed at 2.50% (each 25bps change in LIBOR equates
      to $0.04 per share)
    • G&A: $19 – 20 million
    • Shares: 84 million diluted shares outstanding
  • The Company’s guidance is based on a number of other assumptions that
    are subject to change and many of which are outside the control of the
    Company. If actual results vary from these assumptions, the Company’s
    expectations may change. There can be no assurance that the Company
    will achieve these results. A reconciliation of the Company’s guidance
    to the Company’s projected GAAP measures is included in this press
    release.

SETTLEMENT AND PROPOSED GOVERNANCE CHANGES

As previously announced, the Company reached an agreement to settle a
derivative lawsuit brought on behalf of the Company against members of
the Company’s Board, Fortress Investment Group LLC and its affiliates,
and Holiday Acquisition Holdings LLC. The settlement provides for the
payment of $53 million to the Company and the recommendation of certain
corporate governance changes in exchange for customary releases. The
settlement remains subject to the approval of the Delaware Court of
Chancery, with the proposed cash payment to be reduced by any amounts
awarded by the Court to counsel for the plaintiff in the action. After
negotiation of the principal terms of the Settlement, New Senior agreed
that plaintiff’s counsel will request that the Court approve a fee and
expense award equal to $14.5 million, which is inclusive of attorneys’
fees and out of pocket expenses. Assuming the Court approves the
settlement and fee request, net proceeds to the Company are expected to
be approximately $38.5 million.

The proposed governance changes include amendments to the Company’s
certificate of incorporation and bylaws to eliminate the Company’s
classified Board over a period of three years and an amendment to the
bylaws providing for the election of directors by a majority of the
votes cast in uncontested elections. The implementation of these changes
is subject to approval by the Company’s stockholders at the Company’s
2019 annual meeting, and the Board has agreed to submit and recommend
these changes to the stockholders at the annual meeting.

FIRST QUARTER DIVIDEND

On May 1, 2019, the Company’s Board declared a cash dividend of $0.13
per share for the quarter ended March 31, 2019. The dividend is payable
on June 21, 2019 to shareholders of record on June 7, 2019.

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 3, 2019 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 2019 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 call’s completion through 11:59
P.M. Eastern Time on June 3, 2019 by dialing (855) 859-2056 (from within
the U.S.) or (404) 537-3406 (from outside the U.S.); please reference
access code “7898559.”

ABOUT NEW SENIOR

New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded real
estate investment trust with a diversified portfolio of senior housing
properties located across the United States. As of March 31, 2019, New
Senior is one of the largest owners of senior housing properties, with
133 properties across 37 states. More information about New Senior can
be found at www.newseniorinv.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

Certain information in this press release may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including without limitation
statements regarding the Company’s 2019 strategic priorities (including,
without limitation, plans relating to optimizing the Company’s portfolio
through operator transitions and asset sales, plans to manage operator
concentration and plans to strengthen the balance sheet and potentially
reduce leverage), the Company’s guidance regarding future financial
results, the declaration or amount of any future dividend, the results
of stockholder votes, the approval of the derivative settlement, and the
timing of any future guidance. These statements are not historical
facts. They represent management’s current expectations regarding future
events and are subject to a number of risks 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. These
risks and uncertainties include, but are not limited to, risks and
uncertainties relating to the Company’s ability to successfully manage
the transition to self-management, the asset management by third parties
and market conditions affecting demand and supply for senior housing.
Accordingly, you should not place undue reliance on any forward-looking
statements contained herein. For a discussion of these and other risks
and important factors that could affect such forward-looking statements,
see the sections entitled “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in the
Company’s most recent 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 materially 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.

 
Consolidated Balance Sheets
(dollars in thousands, except share data)
   
March 31, 2019 December 31, 2018
(unaudited)
Assets
Real estate investments:
Land $ 177,956 $ 177,956
Buildings, improvements and other 2,344,954 2,335,813
Accumulated depreciation   (379,065 )   (358,368 )
Net real estate property   2,143,845     2,155,401  
Acquired lease and other intangible assets 8,638 8,638
Accumulated amortization   (2,966 )   (2,877 )
Net real estate intangibles   5,672     5,761  
Net real estate investments 2,149,517 2,161,162
 
Cash and cash equivalents 41,519 72,422
Receivables and other assets, net   54,832     52,674  
Total Assets $ 2,245,868   $ 2,286,258  
 
Liabilities, Redeemable Preferred Stock and Equity
Liabilities
Debt, net $ 1,882,636 $ 1,884,882
Due to affiliates 26,245
Accrued expenses and other liabilities   62,040     52,679  
Total Liabilities $ 1,944,676   $ 1,963,806  
 
Commitments and contingencies
   
Redeemable preferred stock, $0.01 par value with $100 liquidation
preference, 400,000 shares authorized, issued and outstanding as of
March 31, 2019 and December 31, 2018, respectively
$ 40,598   $ 40,000  
 
Equity
Preferred stock, $0.01 par value, 99,600,000 shares (excluding
400,000 shares of redeemable preferred stock) authorized, none
issued or outstanding as of March 31, 2019 and December 31, 2018
$ $
Common stock, $0.01 par value, 2,000,000,000 shares authorized,
82,209,844 and 82,148,869 shares issued and outstanding as of March
31, 2019 and December 31, 2018, respectively
822 821
Additional paid-in capital 898,858 898,135
Accumulated deficit   (639,086 )   (616,504 )
Total Equity $ 260,594   $ 282,452  
   
Total Liabilities, Redeemable Preferred Stock and Equity $ 2,245,868   $ 2,286,258  
 
 
Consolidated Statements of Operations
(dollars in thousands, except share data)
   
Three Months Ended March 31,
  2019     2018  
(unaudited)
Revenues
Resident fees and services $ 116,037 $ 75,343
Rental revenue   1,582     23,875  
Total revenues 117,619 99,218
 
Expenses
Property operating expense 77,347 52,099
Depreciation and amortization 20,787 26,725
Interest expense 23,719 21,923
General and administrative expense 4,984 3,752
Acquisition, transaction and integration expense 650 2,888
Management fees and incentive compensation to affiliate 3,752
Other expense   1,245     1,380  
Total expenses 128,732 112,519
Loss before income taxes (11,113 ) (13,301 )
Income tax expense   80     48  
Net loss $ (11,193 ) $ (13,349 )
Deemed dividend on redeemable preferred stock $ (598 ) $  
Net loss attributable to common stockholders $ (11,791 ) $ (13,349 )
 
Net loss per share of common stock
Basic and diluted(A) $ (0.14 ) $ (0.16 )
 
Weighted average number of shares of common stock outstanding
Basic and diluted(B)   82,203,069     82,148,869  
 
Dividends declared per share of common stock $ 0.13   $ 0.26  
 
(A) Basic earnings per share (“EPS”) is calculated by dividing net
loss by the weighted average number of shares of common stock
outstanding. Diluted EPS is computed by dividing net loss 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 and restricted stock awards were
excluded from the diluted share calculation as their effect would
have been anti-dilutive.
 
 
Consolidated Statements of Cash Flows
(dollars in thousands, except share data)
   
Three Months Ended March 31,
2019 2018
(unaudited)
Cash Flows From Operating Activities
Net loss $ (11,193 ) $ (13,349 )
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation of tangible assets and amortization of intangible assets 20,787 26,749
Amortization of deferred financing costs 1,208 2,132
Amortization of deferred revenue, net 613 331
Non-cash straight line rental revenue (173 ) (3,326 )
Provision for uncollectible receivables 345
Amortization of equity-based compensation 449
Other non-cash expense 1,058 1,322
Changes in:
Receivables and other assets, net (4,099 ) (796 )
Due to affiliates (25,995 ) (593 )
Accrued expenses and other liabilities   6,250     2,915  
Net cash provided by (used in) operating activities $ (11,095 ) $ 15,730  
 
Cash Flows From Investing Activities
Capital expenditures, net of insurance proceeds   (6,647 )   (3,561 )
Net cash (used in) investing activities $ (6,647 ) $ (3,561 )
 
Cash Flows From Financing Activities
Principal payments of mortgage notes payable and capital lease
obligations
$ (2,766 ) $ (7,159 )
Payment of deferred financing costs (753 ) (587 )
Purchase of interest rate caps (35 ) (280 )
Payment of common stock dividend   (10,687 )   (21,359 )
Net cash (used in) financing activities $ (14,241 ) $ (29,385 )
Net (decrease) in cash, cash equivalents and restricted cash (31,983 ) (17,216 )
Cash, cash equivalents and restricted cash, beginning of period   92,656     157,485  
Cash, cash equivalents and restricted cash, end of period $ 60,673   $ 140,269  
 

Supplemental Disclosure of Cash Flow Information

 

Cash paid during the period for interest expense

$

22,171

$

19,633

 
Supplemental Disclosure of Non-Cash Investing and Financing
Activities
Issuance of common stock $ 275 $
Capital lease obligations 215
 
 
Reconciliation of NOI to Net Loss
(dollars in thousands)
  For the Quarter Ended
March 31, 2019
Total revenues $ 117,619
Property operating expense   (77,347 )
NOI 40,272
 
Depreciation and amortization (20,787 )
Interest expense (23,719 )
General and administrative expense (4,984 )
Acquisition, transaction and integration expense (650 )
Other expense (1,245 )
Income tax expense   (80 )
Net loss $ (11,193 )
Deemed dividend on redeemable preferred stock   (598 )
Net loss attributable to common stockholders $ (11,791 )
 
 
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, 2019
Net loss attributable to common stockholders $ (11,791 )
Adjustments:
Depreciation and amortization     20,787  
FFO $ 8,996
FFO per diluted share   $ 0.11  
Acquisition, transaction and integration expense 650
Compensation expense related to transition awards 601
Other expense(1)     1,306  
Normalized FFO $ 11,553
Normalized FFO per diluted share   $ 0.14  

Straight-line rental revenue

(173 )
Amortization of deferred financing costs 1,208
Amortization of deferred community fees and other(2)     569  
AFFO $ 13,157
AFFO per diluted share   $ 0.16  
Routine capital expenditures     (1,867 )
Normalized FAD $ 11,290
Normalized FAD per diluted share   $ 0.14  
 
Weighted average diluted shares outstanding 83,096
 
(1) Primarily includes changes in the fair value of financial
instruments and casualty related charges.
(2) Consists of amortization of deferred community fees and other,
which includes the net change in deferred community fees and other
rent discounts or incentives.
 
         
Reconciliation of Year-over-Year Cash NOI (unaudited)
(dollars in thousands)
       
1Q 2019 1Q 2018

Triple Net Lease

Managed Properties

Triple Net Lease

Managed Properties  

Properties

  IL   AL/MC   Total

Properties

  IL   AL/MC   Total
Adjusted Same Store Cash NOI(1) $ 1,411 $ 33,646 $ 5,084 $ 40,141 $ 1,372 $ 32,878 $ 5,768 $ 40,018
Non-Same Store Cash NOI

527

527

1,197 1,197
Triple net lease to managed adjustments(2) 6,046 6,046

Straight-line rental revenue

173 173 211 211
Amortization of deferred community fees and other(3)   (2 )     (621 )    

54

   

(569

)   (2 )     (295 )     (56 )     (353 )
Segment / Total NOI $ 1,582     $ 33,025     $ 5,665 $ 40,272 $ 1,581     $ 38,629     $ 6,909   $ 47,119
 
Depreciation and amortization (20,787 ) (26,725 )
Interest expense (23,719 ) (21,923 )
General and administrative expense (4,984 ) (3,752 )
Acquisition, transaction & integration expense (650 ) (2,888 )
Management fees and incentive compensation to affiliate (3,752 )
Other expense (1,245 ) (1,380 )
Income tax expense   (80 )   (48 )
Net loss $ (11,193 ) $ (13,349 )
Deemed dividend on redeemable preferred stock   (598 )    
Net loss attributable to common stockholders $ (11,791 ) $ (13,349 )
 

(1) For the period during which the properties were owned on a
triple net basis, cash NOI reflects the unaudited operating
results provided by the operator, as opposed to the rent recorded
by the Company, and excludes ancillary service revenue
attributable to a business that ceased operations over the course
of 2018.

(2) Primarily represents straight-line rent for the period during
which the properties were owned on a triple net basis.

(3) Consists of amortization of deferred community fees and other,
which includes the net change in deferred community fees and other
rent discounts or incentives.

 

Contacts

David Smith
(646) 822-3700

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