Good morning, ladies and gentlemen. My name is Dexter, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Brookdale Senior Living's First Quarter Earnings Release Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] As a reminder, this conference will be recorded for replay purposes. I would now like to turn the call over to Ms. Kathy MacDonald of Investor Relations.

Thank you, and good morning, everyone. I'd like to welcome you to the First Quarter 2021 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, may be 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 the 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 the 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 our 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. Now I will turn the call over to Cindy.

Thank you, Kathy. Good morning to all of our shareholders, analysts and other participants. Welcome to our first quarter 2021 earnings call. I am pleased that occupancy began to grow by the end of the first quarter and continued in April. For the last year we've been in the toughest battle in the company's history. We have been fighting for the health and well-being of our residents, patients and associates. While the battle is not over, we have created and implemented highly effective tools to help us reduce COVID-19 cases, including hosting thousands of vaccination clinics in our communities. So our residents, patients and associates could receive a lifesaving COVID-19 vaccine. I want to say thank you to our 42,000 Associates for their extraordinary leadership throughout the pandemic. Together, our frontline regional and corporate associates stepped up and rapidly executed a series of carefully considered actions to do everything we could to support those who live in are served by and work within our communities and agencies. I'm especially grateful to our associates who recently led through the historic ice-storms in Texas. I'm so proud of everything you have accomplished. I would also like to thank our residents, patients and their families for their partnership, trust and support during this unprecedented year. The genuine affection for our associates and the gratitude that you express means a great deal to us. We are also beyond grateful for the scientists who created the vaccines, the people that produce them, the government agencies who prioritize shot for our community residents and associates, as well as CVS Health, Public Health Departments and other pharmacy partners who helped administer these life-saving vaccines. With more Americans vaccinated every day, we're hopeful the end of the pandemic is within sight. And I am proud of Brookdale's unique…

Thanks, Cindy. There are three takeaways related to first quarter results. Occupancy inflected positive in March and the positive growth continued in April. We maintained a rate discipline with our pricing strategy, and we continue to face a challenging labor environment. However, as occupancy grows, margins will improve based on operating leverage. Let me provide context for the three highlights starting with occupancy. Looking back to January of this year, the country including our industry felt the pressure of the third wave resurgence. Even so we are pleased with the strengthening movements during the first quarter and into April. With the benefit of our communities completing 100% of first vaccine clinics in February, our occupancy declines rapidly moderated. In March net move-ins and move-out or net MIMO turned positive for the first time since the beginning of the pandemic, and by March month-end, occupancy had turned positive on a sequential basis. While COVID-19 related occupancy losses that occurred over the past year will have a negative impact on year-over-year comparisons. The positive net MIMO in March was an important milestone. Turning to rate or RevPAR. The first quarter was 2.9% higher year-over-year and 3.3% higher on a sequential same community basis. For most of our communities, our annual price increase took effect at the beginning of the year. The rate increases will help mitigate higher labor costs and lower occupancy. While market conditions remain dynamic, we have balanced rate discipline with targeted discounting to respond to the competitive environment in specific markets. The third key highlight is OpEx. On the same community basis, the first quarter senior housing operating expense improved 1% year-over-year. The primary driver of the favorability was from variable costs such as supplies and food, and it was linked to lower occupancy levels that occurred as we…

I am incredibly proud of our associates and cannot express the depth of my admiration for their tremendous dedication. They have focused on what matters most enriching the lives of those we serve our residents, patients and their families. We are coming through the pandemic with grit and determination and it puts a smile on all of our faces to begin a new year that promises our return to enrichment and growth in our communities. Thank you

Dexter we're now ready for opening the line for questions.

Thank you, Kathy. [Operator Instructions] First question comes from the line of Steven Valiquette from Barclays. Your line is open.

Good morning. Congrats on these results. Question for me, just as we think about the occupancy recovery over the remainder of 2021. Can you talk about the relationship between the occupancy gains and the NOI margin? Should we assume the same relationship on the way up this year that we saw on the way down between those two metrics last year in 2020? Or there are some other different dynamics this year either on pricing or labor expense trends that might alter that correlation between those two? Thanks.

Hey, Steve. And that's an insightful question. Let me start and then Steve can jump in. First of all, we're very grateful to see the 100 basis points of occupancy growth from the end of February through April. What we know to be true is that we are currently at safety staffing levels. And so we'll be able to build occupancy without having the same relationship to labor that we've had in historical years. So initially, our revenue gain will drive more dollars of adjusted EBITDA and cash flow, at least until we get to a higher occupancy level. Steve can talk to you a little bit about some of the trends that we expect with labor costs, because it is, as we said in the call a very dynamic and tight labor market.

Good morning, Steve. As Cindy mentioned, due to maintaining the base level staffing, that we saw earlier in the pandemic, and annually throughout our labor became the less variable and lower occupancy. However, as we increase occupancy levels throughout the rest of 2021, we do expect improved operating leverage. So as we improve on this operating leverage, we expect NOI margins to stabilize in the second quarter and then expand through the second half of 2021.

Steve, did you have any other follow up question? Or did that answer the multiple items you asked?

Yeah. That was helpful? Thank you.

Thanks, Steve.

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

Good morning, Joanna.

Hey, good morning. Thank you. So actually on that topic - labor topic, we hearing from other healthcare providers the tech market. Co can you just flush it out for us, how much was your contract labor cost this quarter? And how does it compare Q4, kind of, or do you expect going forward? When do you think this number would come down? To your point sounds like, at least for some time, you might not really need to hire more staff. But can you kind of talk about whether there's openings. I guess - and as you try to replace these contract labor with employees, kind of where you see in the market in terms of ability to hire new people? Thank you.

Yeah. And I will say that the use of contract labor fluctuated during the quarter. If you think about what was happening in our communities, at the beginning of January, we were at the top of the third wave of the pandemic. And so we had extra labor for special resident care area. And then if you think about just the massive amount of work that goes into hosting thousands of vaccination clinics, we need a lot of labor that we normally wouldn't have had in our communities. So the good news is that with a 97% reduction in positive resident cases, we will need less labor to take care of COVID positive residents. Also, the vaccination clinics are behind us now. And so it's really just a matter of keeping our incoming residents vaccinated. So we'll see less demands for some of that special labor that we saw as a result of COVID-19. But it is fair to say that it is harder to hire workers today than it has been in the last year. And we're seeing a number of postings where applicants won't show up for interviews or they won't return calls. And so, we really have to put our best foot forward to keep our community staff with appropriate mission driven people. But when we have openings, we have to fill our shifts. And so Steve can now talk a little bit about what he sees from a financial perspective as the year progresses.

You bet. Good morning, Joanna. So when you look at the labor expense line, I break it into two pieces. Rate and volume. Simply described a little bit about the rates. So wage rates, use of overtime contract labor, premium pay, all of those go into what I consider the rate. And generally speaking, when you add it all up. We are seeing similar pressure that be industry sees. And as Cindy mentioned, kind of across the country are the same rate pressure in that same percentage headwind. If you look at the volume variables, such as work activity as a function of occupancy. Like I mentioned, we had to maintain a base level of staffing during the pandemic, even as occupancy once decreased. So again, as we increase occupancy in the second half of 2021, we should see improved operating leverage. The last piece is in the second quarter, we expect a sizeable, i.e. 50% step down in COVID-related expenses. And that's due to fewer cases driving less work activity, which is another volume related metric.

That's a great color. And if I may follow up on the commentary. Just to clarify comments about thinking was about occupancy, I wasn't sure that you expect growth I guess in Q to had stronger growth in Q3. So I assume that that sequential increases in occupancy you're talking about, correct?

That's our plan. Yeah, absolutely.

Okay. Because the way I was thinking about it, right - so obviously, there's pent up demand. So people sitting on the sidelines and waiting to be able to move in. So I guess that's how you're thinking about it, that kind of things started to open up. And that's why April you saw 50 bps, improvement. And then would you expect that's kind of maybe improving on the monthly basis. So then when you have, I guess, Q3, full kind of three quarters of this improvement, that's why you're saying like a stronger growth rate, Q3 from Q2. That's how you kind of get into that.

Yeah. The way I think about it, Joanna is first there's tremendous need for our services. We are in needs-driven business, because we have a higher concentration of assisted living and member cares and other operators in the business. The second thing that's important is only 11% of seniors choose senior living. So there's a pretty small penetration in the overall demand for the services. Third, there were really two reasons why people didn't choose to move during the pandemic. The first was the fear of contracting COVID-19. And so people were sheltering in place in their homes, keeping their social interactions as small as possible. The vaccination is a game changer for that, particularly among the age that we serve. Most seniors have been vaccinated at this point, much different than sort of younger workforce. The second reason that people may have chosen not to move is they will concerned about not being able to see their family and friends. And so think about moving into a new setting, and not knowing when you'll be able to see your daughter or hug your grandchildren. That was something that many people just chose not to make that decision. Today, 100% of our communities are open. So residents can be confident that they'll get to see family and friends. And that is very good. I think also, if you think about what's happening in the broader market in the U.S., is people are trying to go back to work. And so returning to the offices looks like about 80% of workers are now back in their offices, or workplace. And so as that continues to work, there will be fewer people at home to take care of mom or dad. So for all of those reasons, we see demand continuing to strengthen. And, I can't tell you exactly what the recovery will look like. I am optimistic though, that there are a lot of people who need our help. And it is safer now than it has been in the past to venture out of your home and your caregivers. So all of that should bode for a nice recovery. It's also important to know that the occupancy is lower. We have a smaller headwind from move-out. And we think that reduction in headwind is about 70 basis points. There are many reasons why I'm just so excited about our future.

That's very great color. Appreciate it. Thank you.

Thanks, Joanna.

We have a question from Brian Tanquilut with Jefferies. Your line is open.

Hi, Brian.

Hey, good morning, guys. Good morning. Congratulations good quarter uptick. I guess question for you. I remember we used to talk about your strategy with Brookdale Health Services and how - having that offering was part of pitch for Brookdale right. So as you sell it to HCA, I guess two questions. Number one, how does that strategy change? Or how do you check that box as you pitch to potential residents? And then the second part of my question is, from an expense perspective, should we expect corresponding drop off in G&A at some point, kind of corporate level allocation related to BHS?

Let me start with the strategic question. So the most important thing is that our residents have access to high quality services. And we originally started offering home health and hospice at the request of our residents. As you know, we will retain a 20% interest in the BHS business once we sell 80% of the business to HCA Healthcare. But what has really changed over the last several years is the integration of healthcare and the ability to offer our residents have a better integrated health care experience, through this partnership with HCA. And so it's really exciting that our residents will still have high quality healthcare provided by BHS home health and hospice. But by being part of the HCA healthcare network, they'll have improved access to physicians, hospitals, lab services, that should make their experience even better than it is today. I think we learned a lot about telehealth during COVID-19. I think we've learned a lot over the last several years about having doctors and nurse practitioners around in our communities. And so being able to have a strategic relationship with such a high-quality healthcare provider is so encouraging for our business. Now, if you think about the G&A question, part of the back office, BHS is shown within our G&A statistics. And so of course, those people will go with the BHS business to HCA. And, we've always been very thoughtful about making sure that we manage our G&A to match our and we will continue to do that.

That does make a lot of sense. But then, I guess my second question for Steve, as I think about the free cash flow number for the quarter, obviously, a little pressure there. But as I think about, laying out the improvement expectation for the rest of the business, how should we be thinking about the cash flow progression? And then I guess the flip side of that just on CapEx when he said, a little bit of acceleration. But longer term, how are you thinking about potentially ramping up CapEx to drive growth in your businesses?

You bet. Good morning, Brian. So to think about cash flow and kind of the outlook for the rest of the year, occupancy and RevPAR growth is key. And we believe occupancy inflected as both Cindy and I mentioned in March. That was a huge positive first step of the leading indicator. So the sequential basis, certainly, we expect growth. As we discussed with Joanna in the second quarter, and even stronger growth in the third quarter for the reasons Cindy months and seasonality. As for as RevPAR goes, we expect that to be stable. So as - and we'll keep you updated throughout the second quarter on occupancy. So that's one piece. Cash was also are used for COVID expense. And we expect to see a 50% step-down in COVID-related expense in the second quarter, due to the lower number of cases as I mentioned. And expect another sizable step down in the third quarter. And then from the first calls - first questions, we expect NOI margins to stabilize in the second quarter and expand in the second half. A little more broadly, we continue to pursue government funding, as Cindy and I both mentioned in the - in our prepared remarks. The grants that we received today it only cover the first half of 2020. So we're hopeful for incremental funding in - to cover some of the costs in a second half - from the second half of 2020 and 2021, The CapEx piece, we had - if you look at the CapEx per unit. When you add in the amount of landlord reimbursements, we're at some of the kind of historical levels. We lowered some of our CapEx, because we had fewer movements over the past year. CapEx is certainly driven by movements as we turn units. We will, of course, keep an eye on CapEx as we go through the rest of the year, but we still have $140 million as guidance for 2021. It really - to sum it up, throughout the pandemic, we have taken proactive steps to strengthen our financial position. Cash flow and liquidity are a priority, and will continue to take proactive steps in the future.

Awesome, congrats again playing positive NIMO [ph].

Thank you so much.

Your next [Technical Difficulty]

Good morning Josh.

Hi, this is actually Marco on for Josh. Good morning. And thanks for taking the question. During the quarter, it looks like you've generated about $25 million and adjusted EBITDA, if you were to exclude the benefit from CARES Act grants. But there was also $27 million COVID expenses. So if we were to think about the quarterly run-rate of roughly $52 million excluding those items, how do you think about EBITDA the growing off that base through the balance of the year? Thanks.

Well, the biggest driver in that is the timing of the occupancy recovery. And we're very excited about the fact that we had 100 basis points of occupancy growth from the end of February to the end of April. We see positive and encouraging signs about the level of demand that is in the market. And our expectation is that we will win the recovery. So that's the biggest drivers. Steve what else you want to add?

That's really the motto, to drive EBITDA just use the pieces that I stepped Brian through. During the pandemic, there were a lot of variables that we couldn't necessarily predict. So we ran multiple scenarios. Fast forward to now, there are still unknowns, and they still show a wide range of potential outcomes. Although the range is getting tighter, we're still not quite ready to issue guidance. But in the meantime, every month, we will be posting occupancy, so you'll be able to keep track the biggest driver of financials.

Great, thank you. Very helpful. And if I could just sneak one more in. I was wondering if you could talk about some of the differences, you're seeing in terms of uptake for healthcare services among residents who have been vaccinated.

Do you mean home health and hospice service? Is that the question or do you mean going out to doctors and things like that?

For the home health and hospice one?

We have a 93% vaccination rate among our residents. And so we are seeing strong resident vaccinations. And haven't really taken the time to look for whether there's a difference in the home health or hospice penetration. [Technical Difficulty] vaccinated.

Great, thank you very much.

Thank you.

And your last question is from Frank Morgan with RBC Capital Markets. Your line is open.

Thanks, hopped on late. So I apologize if this has already been asked. But I am curious the fact that you had such an aggressive and proactive vaccination program in place and got your facilities completely vaccinated. Do you think that gave you sort of an early jump on local competition, whereas move-ins started occurring? Do you think that in any way influenced their decision to consider Brookdale first over other facilities? I'm just curious, was that an advantage? And then when I think about going forward and sustaining the occupancy growth from here, what is the pricing environment like? What did you see from these competitors that hopefully you got the jump on with vaccination rates? And then I'll ask another one.

Yeah, absolutely. Our aggressive vaccine campaign was a huge tailwind for us. We know that we had residents moved in to get vaccinated with us. We know that healthcare providers were reluctant to refer to senior living until there was vaccinations. So we think that the efforts that we did to get senior living prioritize to be the first to receive the vaccine was important. The work that we did with CVS to make sure that our clinics were the first that were executed. Our work with the state and local health departments to remove barriers, when there was a prioritization of skilled nursing over assisted living, our willingness to jump in and take every slot that was available, really, really helped us. And I think it helps us on two fronts. First, it helps us on getting people comfortable with moving into senior living. But more importantly, it helped us with protecting our existing residents. And so if you think about the 97% reduction in COVID positive cases from December through now, that has just been a game changer. And we were ahead of that in the industry. We executed 2.5 times faster than our industry in the first month. And so that was really important. And your second question, Frank was?

Yes. Just in terms of, the rate environment. What - you have advantage there. What are your competitors doing locally on rates?

Yeah, entire industry then lease up. And we have 90% of our competitors operate five or fewer communities. So you can imagine that it is a lease up environment. Everything you can imagine is happening. Now, what has been successful for us historically, is to maintain rate discipline. And that has been successful. That doesn't mean that we won't just count. We will discount on a selective basis, where it's necessary to help us grow occupancy, but we'll do that in a very targeted way. And I think that's something - that's been pretty successful. But I think the next several months are going to be very competitive from a pricing perspective, as the industry is under pressure.

Gotcha. And then secondly, as you started to see this recovery, are there any particular geographic areas where you're seeing it more than others in terms of this improvement in the occupancy?

Sure, Frank. More broadly, we look at rural to urban and we are seeing a little bit more recovery in the urban-type environment, as opposed to rural. Now, rural didn't go down as much in occupancy. But it's been - it's a little bit slower to recover.

And I think that our occupancy recovery is largely due to the strength of the local teams, right. So we know that when we have Executive Directors that have been placed for two or more years, they have a much better performance than their peers. And that's why we focus so much on the retention rate of our Executive Directors and our Health and Wellness Directors. We also found great success with our Health and Wellness Directors, being involved with the local medical professionals and talking about our success with the COVID vaccination clinics as well as the health of their residents. And so that's been something that's been very strong. And then the sale transformation is also something that we think is going to help. So we've got a song, sales leader in the community that helps as well.

Okay, thank you very much. Good quarter.

So I think that is the end of our question. I want to just close by saying, if you or your family or your friends haven't yet gotten vaccinated, please give health a shot. Thank you. Dexter, that ends our call.

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

Thank you and have a great day. Bye.