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Edited Transcript of SNH earnings conference call or presentation 1-Mar-19 3:00pm GMT

Q4 2018 Senior Housing Properties Trust Earnings Call

Newton Apr 3, 2019 (Thomson StreetEvents) -- Edited Transcript of Senior Housing Properties Trust earnings conference call or presentation Friday, March 1, 2019 at 3:00:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Brad Shepherd

Senior Housing Properties Trust - Senior Director, IR

* Jennifer Francis Mintzer

Senior Housing Properties Trust - President & COO

* Richard W. Siedel

Senior Housing Properties Trust - CFO & Treasurer

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Conference Call Participants

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* Andrew T. Babin

Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst

* Bryan Anthony Maher

B. Riley FBR, Inc., Research Division - Analyst

* Michael Albert Carroll

RBC Capital Markets, LLC, Research Division - Analyst

* Omotayo Tejamude Okusanya

Jefferies LLC, Research Division - MD and Senior Equity Research Analyst

* Todd Jakobsen Stender

Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst

* Vikram Malhotra

Morgan Stanley, Research Division - VP

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Presentation

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Operator [1]

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Good morning, and welcome to the Senior Housing Properties Trust Fourth Quarter 2018 Financial Results Conference Call. (Operator Instructions) Please note, today's event is also being recorded.

And at this time, I would like to turn the conference call over to Mr. Brad Shepherd, Senior Director of Investor Relations. Sir, please go ahead.

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Brad Shepherd, Senior Housing Properties Trust - Senior Director, IR [2]

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Thank you. Welcome to Senior Housing Properties Trust call, covering the fourth quarter and full year 2018 results. Joining me today on today's call are Jennifer Francis, President and Chief Operating Officer; and Rick Siedel, Chief Financial Officer and Treasurer.

Today's call includes a presentation by management followed by a question-and-answer session. I would like to note that the transcription, recording and retransmission of today's conference call are strictly prohibited without the prior written consent of Senior Housing. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon Senior Housing's present beliefs and expectations as of today, Friday, March 1, 2019. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call other than through filings with the Securities and Exchange Commission, or SEC.

In addition, this call may contain non-GAAP numbers, including normalized funds from operation or normalized FFO and cash basis net operating income or cash basis NOI. Reconciliations of net income attributable to common shareholders to these non-GAAP figures and the components to calculate AFFO, CAD or FAD are available on our supplemental operating and financial data package found on our website at www.snhreit.com. Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences is contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements.

I'd now like to turn the call over to Jennifer.

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [3]

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Thank you, Brad. Good morning, and thank you for joining us as we discuss SNH's fourth quarter and 2018 annual results. 2018 was a stable year with regard to SNH's financial performance, demonstrated by our same-property cash NOI remaining flat as compared to 2017. The year was highlighted by our ability to realize over $260 million in gains from the disposition of a senior living portfolio and reinvestment of a portion of the proceeds into medical office and life science buildings, a strategy I have discussed on prior calls.

This investment activity produced cash NOI growth of 1.2% in 2018, despite our selling approximately $150 million more of assets than we purchased. Our flat same-property cash NOI performance in 2018 was accomplished despite our managed senior living portfolio same-property cash NOI decreasing by 6.8% as compared to 2017. This was due to the growth in all of our other healthcare real estate segments on a same-property basis, including 1.4% cash NOI growth from our triple-net lease senior living portfolio.

Despite this growth, we reported a decrease in rent coverage to 1.1x for the 12 months ended September 30, 2018, for this segment and a decrease in coverage to 1.0x for Five Star Senior Living leases. In November, our largest tenant and operator of our senior living communities, Five Star Senior Living, announced that there is substantial doubt about its ability to continue as a going concern. We are currently engaged in discussions with Five Star about a possible restructuring of our agreements to address its operating and liquidity issues. The boards of both SNH and Five Star have formed special committees comprised solely of independent trustees and directors, and they have engaged separate advisers to help facilitate these discussions.

As a result, there may be changes to our agreements with Five Star in the future. If there are any changes to our agreements with Five Star, our current expectations are that it could be announced within the next 60 days. Nevertheless, we cannot be sure that there will be any changes to our agreements with Five Star or whether Five Star will be able to continue as a going concern. Furthermore, any changes to our agreements with Five Star may negatively impact our cash flows and possibly our distributions to shareholders in the future. Because of the ongoing nature of these discussions, we are not going to comment beyond these prepared statements or answer any questions on the potential theoretical outcomes that may possibly occur. We will publicly announce the results of these discussions if and when they are completed.

Next, I would like to recognize a few awards that some of our properties recently received. Last week, 3 of our managed senior living communities in Florida: Five Star Premier Residences of Hollywood, The Horizon Club in Deerfield Beach and Five Star Premier Residences of Boca Raton achieved J.D. Power Senior Living Certifications, the first of this certification ever to be given in the senior living industry. Five Star has partnered with J.D. Power to pilot their senior living certification program, which is designed to provide consumers with valuable information to make an informed decision when choosing a senior living community.

Similarly, a medical office building of ours located north of Atlanta received an award from the Building Owners and Managers Association International, or BOMA, in the fourth quarter. The Alpharetta Medical Center, leads to one of the largest health systems in Georgia, was awarded a BOMA 360 designation for operational best practices in the commercial real estate industry. This award speaks to the high quality of our MOB buildings and the services provided by our MOB property manager, RMR Real Estate Services.

Now turning to some specifics on the performance of our managed senior living portfolio and our MOB portfolio for the quarter and the year. Our managed senior living portfolio's occupancy increased 30 basis points on a same-property basis compared to the fourth quarter of last year and increased 20 basis points in 2018. Average monthly rates from both comparative periods were down less than 1% on a same-property basis.

For 2018, this combination of increased occupancy and flat rates resulted in slightly positive revenue on a same-property basis compared to 2017. A contributing factor to this result was the additional implementation of Five Star's revenue management system in our managed senior living communities throughout the year. By analyzing local market conditions and competitors' rates, Five Star has been able to become more nimble with competitive pricing, therefore attracting more lease, resulting in increased movement. We're pleased with the progress that Five Star has made with the implementation of this program in our managed portfolio, with a little more than half of our communities utilizing the program at this time. We look forward to its implementation across our entire senior living portfolio, including the lease communities throughout 2019.

While data suggests that new construction starts are trending lower, senior living supply continues to exceed demand and using this tool to determine rents at the micro market level should help them to continue to grow occupancy at the communities.

On the expense side, wages and benefits and repairs and maintenance accounted for approximately 60% of the decrease in our managed senior living portfolio's same-property cash NOI. One of the biggest challenges in this portfolio has been wage pressure across all employee types and fierce competition for quality leadership at a number of our managed senior living communities. Wages and benefits for the portfolio were up approximately 1% in 2018 on a same-property basis, yet accounted for 30% of the reduction in same-property cash NOI. Repairs and maintenance increased over 10% in 2018.

As we have discussed over the past several quarters, increased turnover costs are the result of our commitment to investing where needed to keep our units up to the quality standards of today's demand and in line with new competition. From an investment standpoint, we're pleased with the performance of many of the senior living communities where we have invested capital throughout 2017 and 2018. One example of the success of our capital program is at Five Star Premier Residences of Yonkers in New York. Over the past few years, a major renovation of the community occurred. The combination of this investment and the incredible dedicated professionals that run this community at all levels have brought occupancy to over 95% from 70%. Similarly, we invested capital at Five Star Premier Residences of Dallas. The capital invested combined with their strong team has occupancy at nearly 100% at year-end, up from 83% preconstruction.

Our MOB portfolio same-property cash NOI increased 1% in the quarter compared to the fourth quarter last year and increased 80 basis points in 2018. Overall, occupancy at the end of the quarter was 94.5% and tenant retention for the full year was close to 80%. Last quarter, we mentioned 2 large tenants that we expect will vacate in 2019, The Scripps Research Institute and Reliant Medical Group. Reliant leases 362,000 square feet of medical office properties across 13 buildings in Central Massachusetts and will be vacating at the expiration of its lease in May. These properties are not located in markets where we believe the capital investment required to position them to attract strong tenants would be accretive. As a result, we're in the process of marketing them for sale.

The 3-building 164,000 square foot property occupied by Scripps is located in the Torrey Pines, submarket of San Diego, one of the 3 strongest life science markets in the country. Scripps vacating provides us the rare opportunity to potentially reposition these buildings into state-of-the-art Class A life science buildings with a higher return on invested capital than we would likely achieve if we were to acquire similar properties.

While we did not acquire any medical office or life science buildings after the first quarter of 2018, we have been extremely active in underwriting deals. The medical office and life science acquisitions we made towards the end of 2017 and in the first quarter of 2018 were ones that fit well into our existing portfolio, and we were able to achieve extraordinary pricing for these quality assets. We remain committed to our investment strategy of increasing the size of our medical office and life science portfolio, but we will continue to be patient and disciplined in doing so.

In the meantime, we will continue to deploy capital in our existing medical office, life science and senior living properties, where we expect to see strong returns on capital invested.

Before I turn the call over to Rick for a more detailed discussion on financial results, I just wanted to mention, in December, Five Star announced the appointment of Katherine Potter as President and Chief Executive Officer. Katie has been with Five Star since 2012 serving as Executive Vice President and General Counsel. We're very excited about what Katie will bring to Five Star as a leader. I know that she will instill a culture of diligence, accountability and innovation at Five Star, and we look forward to seeing all that will result from her leadership.

I'd now like to turn the call over to Rick to provide a more detailed discussion of our financial results for the quarter and full year.

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [4]

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Thank you, Jennifer, and good morning, everyone. Earlier today, we reported normalized FFO of $0.27 per share for the fourth quarter and $1.59 per share for the full year 2018. Both amounts include a business management incentive fee expense of $40.6 million paid to RMR, our external manager based on SNH's total return per share, exceeding the SNL U.S. REIT Healthcare Index by approximately 9.6% over the last 3 years. This incentive fee was paid in cash in January of 2019.

Excluding the business management incentive fee, general and administrative expenses decreased $1.4 million, or 11.5% for the fourth quarter compared to last year. This decrease was driven by a reduction in our base business management fee paid to RMR. As a reminder, our base business management fee is based on the lower of the historical cost of our real estate or our market capitalization. During the fourth quarter of 2018, SNH paid RMR $1.7 million less based on this formula, which we believe highlights the alignment of interests between our manager and our shareholders.

Our balance sheet at year-end was generally comparable to where it was at the end of 2017. The most significant change was our closing on $500 million of 4.75% senior notes in early 2018 to term out the unsecured revolving credit facility balance, which had totaled $596 million at the end of 2017. These senior notes were primarily responsible for the $4.8 million increase in interest expense in the fourth quarter of 2018 compared to 2017.

We ended 2018 with just $139 million outstanding on our unsecured revolving credit facility, leaving us with $861 million of drawing capacity. We ended the year with total debt to gross assets of 42.4% and 6.0x total debt to adjusted EBITDA when excluding the incentive fee.

In the fourth quarter of 2018, we spent $29.4 million on capital expenditures, of which $15.3 million or 52% was considered recurring and included tenant improvements and leasing costs at our MOBs and building improvements at both our MOBs and managed senior living communities. On average, we spent approximately $1,400 per unit on building improvements at our managed senior living communities in 2018. The remaining portion of our capital expenditures, $14.1 million, was spent on development and redevelopment projects, split evenly between our MOBs and our managed senior living portfolio.

As Jennifer commented earlier, we were able to fund on the acquisitions we made in 2018 through our capital recycling plan. In conclusion, we believe that 2019 will be a transitional year for SNH with a focus on increasing our MOB segment as a percentage of our total portfolio, providing strong asset management oversight at all of our properties, investing in our existing properties in markets where we can expect strong returns and working to maximize the performance and value of our senior living portfolio.

That concludes our prepared remarks. Operator, please open up the line for questions.

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Questions and Answers

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Operator [1]

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(Operator Instructions) Our first question today comes from Tayo Okusanya from Jefferies.

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Omotayo Tejamude Okusanya, Jefferies LLC, Research Division - MD and Senior Equity Research Analyst [2]

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In regards to lease expiration, you also have a lease with Cedars-Sinai that's expiring, I believe, in 2019. Could you just tell us what the status of that is?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [3]

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Sure. So Cedars is a tenant of ours, and they've got a great deal of -- a number of leases in that building. And so they've got staggered expiration. We expect Cedars to stay in that property for a long period, and they're connected by a walkway between our buildings and the hospital. So we're expected that -- expecting they will renew, and we also expect that it will likely be a roll-up in rent.

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Omotayo Tejamude Okusanya, Jefferies LLC, Research Division - MD and Senior Equity Research Analyst [4]

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Okay. That's helpful. And then in regards to the same-store pool and the performance this quarter, I appreciate your comments around supplies being an issue and also kind of operating expense headwinds. Could you just talk a little bit about whether performance during the quarter was also somewhat impacted by a lot of what's just going on with generally -- with Five Star as a company?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [5]

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I don't think it was. I really do think it's the -- it's wages and benefits and just expenses being higher. We -- occupancy grew. And so -- I mean, I think at a community level, I don't think there is a lot of insight or a lot of exposure to what's going on with Five Star.

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Omotayo Tejamude Okusanya, Jefferies LLC, Research Division - MD and Senior Equity Research Analyst [6]

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Okay. Got it. And then with -- and then also with that -- those assets, anything new on the skilled nursing side, which I knew it, it was kind of dragged the numbers down as well?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [7]

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Yes. We are continuing with our marketing campaign on the stand-alone skilled nursing facilities, and so they are in varying stages of either negotiations or marketing. So that plan remains as we have discussed in the past, and we do have a disposition program in place.

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Operator [8]

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Our next question comes from Drew Babin from Baird.

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Andrew T. Babin, Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst [9]

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I want to ask a question on the MOBs that were sold in Massachusetts. I assume those were the ones vacated by Reliant. Can you talk about the pricing on those on a trailing 12-month basis? And how that might kind of dictate or predict pricing on the rest of those assets?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [10]

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The pricing is -- these are properties that were occupied by Reliant for 20 years. So it's not -- I don't think that it's a cap rate discussion certainly. And these are local buyers, who are interested in these properties. So it's -- there is not really much to say other than they're properties that just didn't -- we didn't think investing capital and retenanting made sense for the portfolio.

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [11]

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The one thing I would add, when we file the 10-K later today, it will have a little bit more information. We did take an impairment on these assets as well when we determined that it wasn't worth spending the capital to try to restabilize them. So we took about $46 million of charges related to these particular assets, and there will be disclosure on that in the 10-K.

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Andrew T. Babin, Robert W. Baird & Co. Incorporated, Research Division - Senior Research Analyst [12]

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Okay. I'll look for that. Just one question on Scripps. I guess, can you give a little more detail about, as that space vacates, maybe the scope of the capital plans there? Kind of what the money might be spent on? And any way you can kind of quantify the markup in that market on rents potentially once any renovations are completed?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [13]

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Sure. We're still in the planning stages of those -- for those -- repositioning of those assets. So we still need -- we have a certain level of approvals that we go through before we kickoff the -- actually kickoff the redevelopment, but it would be -- if we go ahead with it, it would be a complete repositioning of the assets. Again Scripps has also been a tenant in those 3 buildings for 20 years. So the mechanicals, the lab equipment, it's all outdated, and in order to bring it up to a Class A, it's going to take some significant capital, again, if we decide to move in that direction, we do expect that we will see roll-ups in rent from where they're currently -- from their current rents. It's a great market.

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Operator [14]

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Our next question comes from Bryan Maher from B. Riley FBR.

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Bryan Anthony Maher, B. Riley FBR, Inc., Research Division - Analyst [15]

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When we look at 2019, it seems like there is kind of a lot going on between the discussion with Five Star, which I'm not asking you to elaborate on, the potential for acquisitions and dispositions and basically some blocking and tackling with some of the properties you've discussed on the call. Jennifer, when you look at the year, upcoming year, how would you kind of prioritize those things?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [16]

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It's a good question because they're all priorities. We have to -- we got really deep bench here, the manager of the RMR Group has quite a deep bench. So I think not -- no one is prioritized over the other, and we'll have different people working on different aspects of our challenges for the year. So everybody -- it will be a folklore press all around.

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Bryan Anthony Maher, B. Riley FBR, Inc., Research Division - Analyst [17]

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Okay. You and I had discussed this in the past, the name of the REIT, Senior Housing Properties, but yet significant exposure to MOBs. How do you think the REIT and/or RMR can do a better job of getting investors to focus on the valuable MOB portfolio that you guys have? Is it a matter of separating the 2 out? Is it renaming the REIT? Is it investor outreach? I mean, how do you get these shares up from these pretty depressed levels?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [18]

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Yes. I mean, investor outreach is obviously extremely important. Rick and I hit the road a lot last year, and I do spend a lot of time talking about the MOB portfolio. It's near and dear to my heart, it's 12.6 million square feet, it's a big portfolio. I think we've talked about a name change. I think it's all of the things that you mentioned. It's getting out, it's talking about the strength of the portfolio and just trying to get people to understand it a little better.

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Bryan Anthony Maher, B. Riley FBR, Inc., Research Division - Analyst [19]

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And then just lastly from me. You guys kind of had a home run when you did the Vertex Pharmaceutical JV, I have to get it, a year, 1.5 years ago. Any thoughts to doing something similar to that -- similar like that with maybe a Cedars-Sinai?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [20]

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I personally think the Cedars buildings would be a great candidate for that, but we don't really have a use of proceeds at this point. So it wouldn't make sense to pursue it at this time. We've got some shorter-term challenges that we're working through. We do have $400 million of notes that will come due in May that we're preparing to repay on the revolver for now until our spreads tighten a little bit. The uncertainty related to Five Star, we don't think, is helping the spreads there. So we believe we will eventually go back to the market on the debt side, but it will likely be a while after we remove some of the uncertainty that's out there. But at this point, I don't think there's any need for JV capital.

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Bryan Anthony Maher, B. Riley FBR, Inc., Research Division - Analyst [21]

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Right. But if you were to find a, let's say, sovereign wealth fund, who is willing to do a JV with you on that property at an extremely low cap rate, with where your shares are trading right now, that might be kind of a good arbitrage situation, if you could do a JV in a low single-digit cap rate and then turn around, buy your shares, which are extremely depressed relative to the peer group?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [22]

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Fair point, and we'll certainly run the numbers and discuss it with the board.

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Operator [23]

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Our next question comes from Michael Carroll from RBC Capital Markets.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [24]

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Jennifer, I want to talk a little bit about Five Star's coverage ratios. I know that in the sup, it says it's about 1x right now on an EBITDARM basis, but I know Five Star's results dropped pretty handily in -- starting in the second quarter. So it's only including about 6 months of that. So where do you think or where should we assume the stabilized coverage ratios are for that portfolio?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [25]

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It's hard to say. I mean, I think we weren't surprised that their coverage was at 1.0. It's hard to speculate where they are going to be moving forward.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [26]

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But as we roll in, I guess, the fourth quarter results or maybe the first quarter '19 results, is it fair to assume that those ratios would continue to drop from this level?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [27]

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It's hard to say.

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [28]

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Yes. Just based on the math, I mean, when we put Q4 in, we would expect that it will likely trend lower, just based on what we saw in our own TRS and our managed portfolio, but their call is next week and they will release earnings at that point. There should be more information there.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [29]

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And then Rick, I know, and actually Jennifer, you two have said that there is a number of assets at Five Star that's generating negative EBITDA. So by simply selling those assets or giving them away, you could see coverage improve. Can you kind of quantify how many of those assets are out there and if those assets are being marketed today?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [30]

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As Jennifer mentioned, there are a number of those assets that are being marketed today. I think just quick metrics, I think something like the bottom 20 or so properties, which is a fairly small percentage of their portfolio and generally these are smaller in scale. I think, if they were to just cut the losses there, it would uptick to 1.1x on this trailing 12 basis.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [31]

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So why haven't those assets been sold yet? Have they -- are you marketing them right now and expect to sell them soon? I guess, what's holding you back?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [32]

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We generally don't announce that until we've closed, but they are in various stages of marketing at this point.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [33]

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Okay, great. And then I know we've been hearing a lot about the electronic medical record systems at Five Star. I think, we've been hearing it for like the past 3 years. So you only brought it out or perhaps only rolled it out of the -- for half the portfolio. I guess, what's taking so long there?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [34]

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Electronic medical records is used everywhere. They're running in the SNF units. The half -- the little over half is related to the dynamic pricing model.

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [35]

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Revenue management. So the electronic medical records have been implemented in all of the skilled nursing facilities in our CCRCs, and they are now moving forward in using them in the assisted living communities as well.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [36]

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Okay. So you just started in the assisted living communities. Is that's what your prepared remarks were referring to?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [37]

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No, I think that my prepared remarks, we were talking about revenue management, which is different. That's -- it's the dynamic pricing where you're looking at kind of -- at a micro market level and adjusting rates for different types of rooms very regularly, similar to what is done in the hotels.

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Michael Albert Carroll, RBC Capital Markets, LLC, Research Division - Analyst [38]

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Okay. And you're seeing good results from those right now and do you think that will start showing up in the P&L as we move into 2019?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [39]

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I think it will, yes.

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Operator [40]

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And our next question comes from Todd Stender from Wells Fargo.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [41]

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I know you don't want to talk about Five Star, but I think investors would like just a little more clarity maybe on what the delay is or maybe the perception of the delay in the restructuring, as your stock price is, I think, feeling some of the impact today of a delay. Anything more behind that?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [42]

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Thank you for your question. Unfortunately, we really can't talk about the discussions that are ongoing, can't add any more color to what we said during the prepared remarks.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [43]

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But maybe, I guess, in the next 60 days, is that a pretty good indication of the committees will be formed or decisions will be made? What's around that 60-day period?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [44]

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Committees have been formed. Discussions are ongoing. So the 60 days is, we think that we'll have an announcement within the next 60 days. So the discussions are actively happening.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [45]

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Okay. And if you can't comment on what would happen, I guess, in the past, we have seen SNH make loans to Five Star. Is that on the table other than maybe rent restructuring, maybe could you outline a couple of things that would be possibilities?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [46]

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I can't. Based -- as I said, we're not going to comment on these discussions that are ongoing. We expect to have news that we'll announce publicly at some point in the next 60 days.

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Todd Jakobsen Stender, Wells Fargo Securities, LLC, Research Division - Director & Senior Analyst [47]

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Okay. And then just lastly, because of that, I guess, 60-day period, are investments on hold, would you say, until the Five Star situation is handled?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [48]

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No. I don't think, that's absolutely not. I think that we -- our acquisitions team is underwriting. I meet with them regularly. So they are looking at anything that -- everything, really, that hits the market. So no, we have not put acquisitions on hold.

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Operator [49]

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And our next question comes from Vikram Malhotra from Morgan Stanley.

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Vikram Malhotra, Morgan Stanley, Research Division - VP [50]

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So I know you can't talk about what options you are considering as you deal with or you restructure potentially Five Star and the agreement you have, but can you maybe give us a sense of what you may not be considering. For example, is this really just dealing with Five Star, you're not sort of thinking about bringing a new operator, you're not just spinning it off. Is there something that's just not on the table, just so we have a sense of like, there are so many wide outcomes here, like what are you just not focused on?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [51]

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I think, as Jennifer said, I mean, there could be changes to our agreements with Five Star, but we're certainly not going to try to negotiate publicly, and we really can't comment on the potential theoretical outcomes that could possibly occur.

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Vikram Malhotra, Morgan Stanley, Research Division - VP [52]

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Okay. And then just timing wise, you said 60 days, but what -- I'm assuming what you're looking at today, the reason you're sort of focused on this now and formed the committees now is you don't see any real change in the underlying markets or improvement over the next, call it, 12 to 18 months as opposed to like some of your peers that have talked about potential bottoming and moves in occupancy up by year-end?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [53]

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Well, we have had moves in occupancy up. I think that the market has changed in that new construction starts have declined, but there's still a good number of properties that are being constructed. So while -- so NIC reported, absorption is high, inventory growth is higher still. So I think the market is at its bottom, but is it turning? It's hard to say. Again, the news looks good, but I think there's still time for some of the properties that are under construction to complete and open. So competition will stay high and wages and benefits are continuing to stay high.

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Vikram Malhotra, Morgan Stanley, Research Division - VP [54]

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Okay. And then just to get more color on the comment you made around risk to potential dividend distributions. I mean, it seems like whether you adjust rents, you sell the assets, you convert to RIDEA, you change structure, there will be have -- there will have to be an adjustment to the dividend just from a sustainability standpoint. Is that a fair comment?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [55]

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I mean, Jennifer said in the prepared remarks that changes to our agreements may negatively impact our cash flows. And again, beyond that, we really can't comment on the potential theoretical outcomes that could possibly occur.

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Vikram Malhotra, Morgan Stanley, Research Division - VP [56]

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Okay. And then just turning away from that. Just on the MOB side, you made a reference to really wanting to grow the MOB platform as a percent of the business. Just can you walk us through sort of from here on like how do you expect to do that? What are the various sort of strategies over the next sort of 12 to 24 months?

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [57]

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Well, I've been saying that for some time and the goal is to acquire MOB and life sciences properties. And we've been actively pursuing acquisitions, but unfortunately the cap rates are lower than we will pay or rates -- probably they're trading at numbers that are higher than we will pay. So we're going to continue to be diligent and patient, but look to acquire properties that fit well within our portfolio.

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [58]

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And I will just add a few...

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Vikram Malhotra, Morgan Stanley, Research Division - VP [59]

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Okay. No, I was just confused because you mentioned in '19, you'd like to grow that. That's why I was just trying to understand what -- like what you're doing?

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Richard W. Siedel, Senior Housing Properties Trust - CFO & Treasurer [60]

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I mean, you could look to 2018. In 2018, we recycled some senior living capital and reinvested into the MOB segment. We'd hope there's continued opportunities to do things like that.

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Operator [61]

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And ladies and gentlemen, with that, we'll end today's question-and-answer session. I'd like to turn the conference call back over to Jennifer Francis for any closing remarks.

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Jennifer Francis Mintzer, Senior Housing Properties Trust - President & COO [62]

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Thank you for joining us on today's call. Operator, that concludes this call.

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Operator [63]

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Ladies and gentlemen, that will conclude today's conference call. We do thank you for attending today's presentation. You may now disconnect your lines.