Good morning ladies and gentlemen. My name is Lance and I will be your conference operator today. At this point, I would like to welcome everyone to the Brookdale Senior Living first quarter earnings call. All participants are in a listen only mode. We will open the lines for questions at the end of the call and instructions will follow at that time. As a reminder, this conference will be recorded for replay purposes. I would now like to turn the call over to Kathy MacDonald with Investor Relations. Kathy, you may begin.

Thank you and good morning everyone. I would like to welcome you to the first quarter 2019 earnings call for Brookdale Senior Living. Joining us today are Cindy Baier, our President and Chief Executive Officer and Steve Swain, our Executive Vice President and Chief Financial Officer. All statements today, which are not historical facts maybe deemed to be forward-looking statements within the meaning of the Federal Securities laws. These statements are made as of today's date and we expressly disclaim any obligation to update these statements in the future. Actual results and performance may differ materially from forward-looking statements. Certain of these factors that could cause actual results to differ are detailed in the earnings release we issued yesterday, as well as in the reports we file with the SEC from time-to-time including the risk factors contained in our annual report on Form 10-K and quarterly reports on Form 10-Q. I direct you to the release for the full Safe Harbor statement. Also please note that during this call, we will present non-GAAP financial measures. For reconciliations of each non-GAAP measure from the most comparable GAAP measure, I direct you to the release and supplemental information, which may be found at brookdale.com/investor and was furnished on an 8-K yesterday. With that, I would like to turn the call over to Cindy.

Thank you Kathy. Good morning to all of our shareholders, analysts and other participants. This morning, I will provide an update on our first quarter results, our strategy and leadership additions. Let me start with the industry outlook. The senior housing industry will continue to have headwinds with elevated openings and new deliveries in 2019, making for a difficult competitive landscape. According to NIC, first quarter occupancy for the industry was largely unchanged on a sequential basis. For assisted living, improvement was from properties in the lease-up period while stabilized properties occupancy declined. The industry starts and opens dropped sequentially by around 35% in the first quarter. Within 20 minutes of Brookdale's communities, the reduction was even better. The industry's construction pipeline continues to shrink quarter-by-quarter. Within 20 minutes of Brookdale's communities, we saw over a 10% drop in early 2017 but construction in the pipeline has remained stubbornly high since then. This is because the largest construction pressure is in the assisted living and memory care sectors, where we have a larger concentration. The good news is that many industry experts are expecting supply/demand equilibrium within the next 12 months. In fact, NIC projects that assisted living, absorption will overtake inventory growth in the second half of 2019. Let me now focus specifically on Brookdale's operations. For the first quarter, our same community RevPOR increased 3.1% on a year-over-year basis. We intentionally increased rates at levels higher than prior years to mitigate lower occupancy and higher labor investment. When combining the impact of in-place rate increases with occupancy changes, we outperformed the industry. Our results are consistent with our plan. This is the right strategy for our portfolio based on our proprietary analysis. When we look at rate and care pricing upon our move-in, our rates are better than…

Thanks Cindy. Let me start with a few highlights. We executed on moving previously identified communities to new operators. On average, we transitioned one community every other day. When we set the annual guidance, we understood first quarter seasonality. We expected occupancy would be lower sequentially due to winter related factors, the cyclical supply/demand trend Cindy mentioned and we knew we needed to rebuild from December's occupancy rate, which was lower than the fourth quarter average. With known occupancy pressure, we drove higher rate increases, which was the right strategic decision. We delivered same community revenue growth of 1.5% on a year-over-year basis and 2.5% on a sequential basis. Even with the rate increases, we continued to improve controllable move-outs and our same community independent living occupancy remained at 90%. This is 150 basis points of growth from the first quarter of 2018. In our healthcare services segment, we saw 3% sequential revenue growth driven by strong home health census. In the quarter, we continued to opportunistically repurchase shares. Under our repurchase program, we purchased $6 million of shares at an average price of $6.43. We will continue to evaluate repurchases based on market conditions and liquidity and will consider additional repurchases as opportunistic conditions arise. My final upfront comment. The new lease accounting standard and asset transactions affected year-over-year comparability on a reported basis. We have provided same community results, which normalizes these impacts and will be helpful in your analysis. Let me talk about our real estate initiatives, starting with the managed portfolio. In the first quarter, we made significant progress in transitioning managed communities. We transitioned over 40 communities to new operators, most of which were being managed under interim arrangements. We expect additional managed communities to be transitioned throughout the balance of the year. Also, we…

Brookdale will succeed by building our business one relationship at a time. Accordingly, it is critically important that we fully understand what is important to the residents we serve. Recently, we created a national resident advisory council that includes representatives from the communities in our largest markets to provide insights to our leadership team. During our first meeting, we received a significant amount of positive feedback about how we help our residents live their best lives every day. What was important to me was the creative ideas they had to make Brookdale even better. Residents are a great sounding board for where we should focus and I look forward to our continued dialogue. We are making investments that are critical to our long-term success. We are making operational progress and the industry's supply/demand is approaching equilibrium. We are pleased with the sequential improvement in leads, first visits and move-ins and our team is building momentum. I am confident that our turnaround will allow Brookdale to provide shareholders with long-term value. Steve and I are happy to answer questions now. Operator, please open the line for questions?

[Operator Instructions]. Your first question comes from the line of Josh Raskin from Nephron Research. Your line is open.

Hi. Thanks. Good morning. First question, just your 1Q adjusted EBITDA, the $117 million, could you just give us some color as to where that came in relative to your internal projections?

Josh, thanks. I really appreciate the question. We actually had our results that were in line with our projection. We were very pleased that we were able to drive a combination of rate and occupancy that was better than the industry and we had focused on really driving rate in the first quarter. So we are pleased that our results came in consistent with our plan.

Okay. All right. So more in line with yours. Obviously, it will be better than the consensus. And then the labor cost, I just want to make sure I got the labor story right. It sounded like trending in the 4%-ish range for the first quarter but still expecting 5% to 5.5% because it sounds like the merit increases didn't start until March. And so obviously that implies a little bit over 5.5% for the rest of the year. Am I thinking about that all right?

Josh, you are thinking about it exactly correct. So we generally have our rate increases late in the first quarter and so we would expect our labor increases to ramp up during the year. That's very consistent to what happened last year in 2018 as we built our labor increases throughout the year, but are not changing our guidance for labor cost growth. But at the same time, we are pleased with our results in the first quarter.

Okay. And then just a last question on the rate versus occupancy dynamic and I certainly understand the strategy. It seems like it's working a little bit better now. But do you feel any pressure at some of the facilities where the rate increases, I assume they are having the intended effect obviously in terms of overall RevPOR, but is occupancy, are you guys in a situation in certain facilities where you have got to cover fixed cost, et cetera, you have got to keep occupancy up? Or do you feel like the portfolio, generally speaking, can handle this level of rate increase?

It's very much a local market business and we make our rate decisions one community, one resident at a time. Where we have stable lot occupancy and the opportunity to push rate, we absolutely do so. And we are very conscious of the fact that our seniors are paying every dollar that we earn, so we want to make sure that we are thoughtful about the balance between our rate increases and our labor investments. But last year, we spent a lot of money trying to make sure that we were building the best team in the industry. We know from our resident advisory council that our residents want us to actually pay our workers more. So that's consistent with what they want. Even so, there are some markets that have a heavy amount of oversupply and in those cased, you have to use rate to increase occupancy. But on balance, we feel like the longer-term success is really driven by being very disciplined with rate increases and making sure you are thoughtful about charging an appropriate amount for the seniors that we serve.

Okay. Perfect. Thanks.

Your next question comes from the line of Jason Plagman from Jefferies. Your line is open.

Hi. Good morning. Just continuing on that discussion a little bit. So obviously strong performance on in-place rate increases. But I believe Steve gave some comments on the mark-to-market. But just wanted to make sure if he could repeat those? I know that mark-to-market on new move-ins had turned positive late last year. Just wondering if you expect that to continue in 2019?

So Jason, before Steve jumps in, let me just say that I am very pleased that this is the second consecutive quarter that we have had positive mark-to-market. And if you go all the way back to the third quarter of 2017, remember where we started was with a negative 6% mark-to-market. And so for the last several quarters, we showed consistent positive improvement in our mark-to-market and that's really driving the focus that we had on rates because we know that is what's going to matter most. Now, Steve, if you want to jump in?

Sure, Jason. Like Cindy said that, we are pleased with the mark-to-market. I certainly look at RevPAR where I am trying to optimize the total RevPAR, whether it's coming from occupancy or rate. And there are markets where we have a little bit of opportunity left going forward.

Got it. And switching gears a little bit on the capital deployment. You have got a substantial cash balance on your balance sheet and I know you are investing significantly this year in CapEx in your communities. But any further color you give us on thoughts on deployment of capital over the next year or two towards M&A, debt reduction and buybacks?

Yes. Let me start by saying that the first priority that we have is the operational turnaround of the business and so this year we have certainly prioritized the CapEx that we think is necessary to position our assets to support our strategy. I will also highlight that we have been opportunistic with regard to share repurchases. We have heard from a lot of our shareholders that share repurchases are attractive and we have been disciplined about doing some share repurchases, both in Q4 and Q1. We do know that share repurchases are highly accretive. We also know that paying down debt also has the opportunity to improve the value for our shareholders. At the same time, we want to make sure that we are maintaining appropriate liquidity until we see the industry fully turned in terms of supply/demand equilibrium and our operational turnaround having a consecutive track record of a few quarters of positive growth. Anything you want to add, Steve?

Really I am being diligent about the liquidity position that we have. Like Cindy mentioned, the best way to create shareholder value in the future is to execute on our operational turnaround plan and that's what we are doing.

Got it. And then last one for me. There has been lots of discussion recently about Medicare for All and the potential impact on healthcare providers. I know you guys are predominantly a private pay. But Cindy, any thoughts on Medicare for All could impact Brookdale?

Jason, thanks so much for asking this question. I think it's been an overhang on the entire healthcare industry with regard to stock. I will say that over 80% of our residents have private pay revenue and virtually all of our senior housing comes from private pay. This segment of our business, our healthcare services segment that does accept Medicare is a very small driver of our EBITDA. So it's a really insightful question. Thanks for asking it.

You are welcome. Thanks.

Thank you.

Your next question comes from the line of Chad Vanacore from Stifel. Your line is open.

All right. Thanks and good morning all.

Good morning Chad.

So Cindy, I think you mentioned further manage contract transitions in this year. How many interim management contracts remain at the end of the quarter? And then are there any additional manage contract transitions we should expect throughout the year? And what's the impact to potential timing we should be thinking about?

So we don't necessarily talk specifically about timing. But if you can think about the changes that we have made our portfolio over the last few years, certainly we have a number of transitions from Welltower when we exit the leases at the end of last year. We still have some of those communities that we are managing. In total, as of the end of March, we managed 146 properties from third-parties. Many of those management contracts are either the result of lease dispositions or lease restructurings. And so that's something that needs to be taken into consideration. Many of these managed contract we thought were interim just because when we terminated the leases, the practically expedient way to do it is for us to manage until they could replace with the first quarter operator. Now one of the things that I will direct you to is the pro forma that we have included in our supplement and that gives you some of the specific details of that. That's on page 26 of our supplement.

So if you look at it, Chad, in the first quarter, we transitioned $1 million of revenue out of the management services line. And in future quarters, we are expecting to transition $1.9 million of revenue.

All right. Thanks Steve. And then just thinking about 2019 expectations. I think when you originally put out the 2019 guidance, you had that supply headwind should persist. It's going to be a difficult landscape and competitive. But today, you also made some comments that maybe were a little bit more positive in the second half on supply. Can you give us a idea of how you are thinking about it? And then how one should expect occupancy to trend through the year?

Okay. There is a lot in that question. So let me see if I can start with the macro conditions. If you look at NIC, basically they are expecting to have absorption exceed new supply in the back half of the year. When I look specifically at our own portfolio, we had a sequential reduction in opens between Q4 and Q1 of 43%. 43% fewer opens in our first quarter of this year than there were in the fourth quarter of last year. Now if you look back a year ago, we did see a sequential reduction in opens as well between Q4 and Q1, but it was significantly larger this year. I also know that if I look at our portfolio specifically, there is a 57% sequential reduction in starts. And if you look at our total construction pipeline, there has been a 10% reduction in the construction pipeline since the first quarter of 2017. That's a long way of saying, we do expect that the economic conditions will get better but I do want to remind you that we are impacted by new competition for 12 month after a new competitor opens, at least the largest impact is the first 12 months. So the deliveries that hit us during 2018 and the new deliveries that we see in 2019 will be with us for 12 month. But then we see strong evidence that around the Brookdale communities, our competitive environment continues. Now if I look back to our history, I will do the history and then I will let Steve do the forward-looking piece of it. We normally see our occupancy decline in the second quarter. Last year, I think our occupancy was down 50 basis points between Q1 and Q2. That's normal seasonality. Over the last several years, we have seen our occupancy first turn positive in that June or July timeframe. Now what I am not sure about is we had a longer and later flu season this year. While we were happy that our death rate was down year-over-year, I do think that the flu could have some impact on Q2. And now I will turn it to Steve to add any comments he might have about expectations for the rest of the year.

Yes. So like Cindy mentioned, a factor of historically where we have turned positive in the longer flu season, we are generally looking at slightly down in the second quarter. But we again are reiterating our guidance that we will be within 100 basis points of last year's occupancy.

All right. Thanks. And then just one more quick one for me. So Ventas, in their call, they said that they now expect to sell 20 BKD leased properties for a total $15 million annual base rent. That's about half of what was originally contemplated. Can you confirm that lower expectation? How do you think that affects your expectations for rent on the year?

So the first thing I want to say is that when we set Ventas' lease termination, we had a $30 million potential rent credit that we could get from assets to be sold. Now as you would expect, we wanted to make sure that we said it in the maximum for all the assets that we would want to look at. And I will knowledge that we had at least 20 assets that are in the process of being sold. For us, what will happen is Ventas will sell the assets and when they sell the asset that will lock in the sales price we will get a rent credit equal to 6.25% of the sale price. Now it was never intended to be something that's materially going to change the operational performance because we spread the rent when we did the lease renegotiations. But what it's really intended to do is to make sure that we have a portfolio that we are comfortable in Brookdale structure, we can win with going forward. And so we wouldn't expect the assets to have a significant impact on our 2019 guidance but we do have the impacts built in.

All right. That's it for me. Thanks.

Thanks Chad.

Your next question comes from the line of Joanna Gajuk from Bank of America. Your line is open.

Good morning. Thanks for taking the question. So just coming back to the discussion that happened now just a few minutes ago on the seasonality and I guess the year and your view for the rest of the year. So you said Q1 was in line with your internal expectations. You still expect the same level of EBITDA in terms of the range for the year. So it seems like labor cost will accelerate in Q2 versus Q1 and it seems like occupancy, you expect to be down in line with seasonal trends. So any other items we should think about seasonality as the quarters will progress? I mean there is obviously also the portfolio changes which you outlined on one of the slides and the handout. So anything else you can flag for us in terms of the seasonality progression of EBITDA for the rest of the year from the Q1, which seems to be the high point for the year for the quality of EBITDA?

Joanna, thank you for the question. So first, let me say that I am very happy with our first quarter result. They are consistent with our internal expectations and we are very pleased with operational improvements that we are making in the business. If you turn to page 26 of the supplement, that gives you our pro forma of the first quarter 2019 result. Anything that you see in Column B are the transactions that we already completed during the first quarter. So what that means is that we earned 1.152 million EBITDA in the first quarter for assets that we no longer own or operate. So that goes away. And then we also have transactions in process that generated $2.875 million of adjusted EBITDA in the first quarter. Now you have to make your assumption about what that means for the rest of the year. If you think about some of the things that you might think about in terms of your modeling, normal seasonality is one. Last year, we were down 50 basis points between Q1 and Q2. We normally have our occupancy turn in June or July. And so we would expect to have similar trends this year. The second thing is our labor increases in the field. Those are primarily a Q2 event. And like last year, you saw labor year-over-year build throughout the year. I think that's a reasonable expectation. And then I would also say that when you think about our first quarter, think about some of the things that normally happen in the first quarter. From a calendar basis, there is always one fewer day in Q1 than there is in Q2 and beyond. And that's normally about a $3 million impact or so. And then there is always a tiny impact of reversal of prior year bonus accruals. As you finish out the compensation cycle, there are always people who either leave before bonuses are paid or some small impact of not making strategic objectives. And that's small, $2 million, $3 million maybe. Those are the things that come to my mind. Steve, do you want to add anything?

No. Cindy, you covered it all.

One other thing that I probably should say, Joanna, is CapEx. Remember, we normally get a little slower start to CapEx in the year. We had about 20% of CapEx in the first quarter that will ramp throughout the year particularly in Q2 and Q3.

And if you are looking at free cash flow, remember that working capital will be a source of cash for the balance of the year.

Right. That was helpful. So the CapEx was my other question. But just to follow-up on that, on the EBITDA line, inside the G&A, any unusual seasonality or anything like that? Because I guess you had a pretty nice improvement there for G&A. So anything there for the rest of the year we should think about?

So let me start by saying, I am really happy that we have been able to keep our G&A at 5% of our managed revenues despite the fact that we have made massive shifts in our portfolio. In 2018, we took out $25 million of G&A and we took out additional G&A so that we could be at this run rate for 2019. I think Steve might have some thoughts he wants to make on G&A.

Yes. Joanna, in the second quarter, we traditionally at Brookdale have implemented our merit increases. So you will see a bump up in expense in the second quarter from the first quarter. And then once that's in the run rate, then you can spread it out through the rest of the year.

All right. And if I may squeeze I guess a bigger picture question on hospice. So clearly, you are very focused on growing that part of the health services segment. And congratulations on the new hire there. But in terms of the outlook there, so recently CMS proposed rebasing for hospice and the Medicare reimbursement side of things that implies a reduction for the routine home care payments. So I assume that's the vast majority of your payments. So how do you think about 2020 outlook in that respect? I mean obviously there is a market basket that's pretty good that CMS proposed. But seems like they are cutting some payments there in terms of the rebasing. So do you have a view in terms of how would that impact Brookdale payments?

Yes. So let me start by saying that we are very excited about Anna-Gene joining us as the new Vice President of our hospice business. She brings a very strong track record from Alive Hospice where she was President and CEO for the last seven years. We are also excited that we are doing de novo development on hospice. One of the benefits that Brookdale has that other companies do not have is we have a resident base who regularly needs hospice services. And so we are able to start up new hospices in a way that others can't because we have an engine to generate new patients. Now as I think about hospice model impact to CMS, our current thinking is that's less than a 1% negative impact to us. And certainly, we will have to rebase our agency because we do do a lot of routine home care. But there is certainly an opportunity for us as we transition our sales team to focus on short-term length of stay patients to provide more continuous care or GIP GAAP care which can help offset these rate changes.

Great. That's super helpful. Thank you so much. I will go back to the queue.

Thanks Joanna.

Your next question comes from the line of Dana Hambly from Stephens. Your line is open.

Hi. Thanks. This is Jacob, on for Dana this morning. Cindy, so it is good to see supply starting to tick down in your markets. But maybe looking at the demand side of the equation, is awareness of senior housing growing? And then could you also touch on affordability? I think NIC had a study out last month that suggested maybe half of seniors don't have enough resources to afford senior housing?

Those are really good questions, Jacob. So for us, we basically see strong demand. And if you go back to the NIC data, you will see absorption continues to tick up as more and more seniors need senior housing. It's not ever been a question that there is not sufficient demand. It has really been a mismatch of timing between the supply that's been delivered and the demand for the senior housing product, particularly in memory care where supply as a percentage of inventory was up 15%. It's now dropped back to about 9%. But they still are significant numbers of unit that have to be absorbed in memory care. If you look at affordability, one of the reasons that we have always provided age and income qualified, is our target customer has $50,000 or more of income in retirement. So we do recognize that affordability is an issue in senior housing. But we think with the industry penetration between 10% and 11%, we are not targeting 100% of seniors. We are targeting seniors who have $50,000 or income. Now we, like others in the industry, will continue to explore whether there is more that Brookdale can do as the leader in the industry to look at solutions for affordable housing. But for our core business, we think that we are well positioned for the growing demographic.

Got it. And then Cindy, you also mentioned in your comments, a headwind from an aggregator. I think you also called it out last quarter. Can you just give some more color on the impact from this on some of your leading indicators? And maybe an update on just what's going on there?

Well, there's no question that we have seen a reduction in leads from our largest aggregator. And it's something that we talked about on our fourth quarter call and our first quarter call. Now we understand from other folks in the industry that they are seeing some disruption as well. What I am pleased though is despite the fact that we had disruption in lead flow from an aggregator, like others in the industry, on a sequential basis, we were able to grow leads, first visits and move-ins. And we will continue to partner very closely with all of our aggregator partners because, as you all know, our mission is really to serve seniors and we do that by building relationships one senior at a time and we want to do that with all of our partners.

Okay. And then just a couple quick modeling questions for Steve. Steve, working capital will be a source of capital for the rest of the year. Should we think about that as sort of spread evenly through the last three quarters? Or any seasonality we need to be aware of there? And then I think you talked about $10 million of transaction costs. I think it was maybe $500,000 or so in the first quarter. Just any additional color on the timing of those?

Sure. On the timing of the transaction costs, we are not really giving incremental guidance on that. We are still saying $10 million for the year. And then on the timing on the working capital, about even is probably a decent assumption for the rest of the year. It will ramp slowly, so the lowest in the second quarter and then ramping up in the third and fourth quarter. As I mentioned in my remarks, we had a working capital use in the first quarter due to calendar timing. We bill about $200 million of revenue a month and some of our residents pay us ahead of time. And so that's called prepaid rent. When the quarter ends on a Sunday, we don't get as much prepaid rent. And so that was actually a change in working capital in the first quarter. And as it turns out, the second quarter also ends on a Sunday. And believe it or not, that is a sizable impact to working capital in the quarter, again because we bill over $200 million a month. And so a fair amount comes in a few days early.

Great. Thanks for taking the questions.

Great. Cindy?

So thank you. I think that's all the questions that we have in the queue. But we are very grateful for your interest in Brookdale that you took the time to listen to our call. And we welcome each dialog.

Thank you. Operator, you can now close the call.

Thank you for joining. This concludes today's conference call. You may now disconnect.