UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________

FORM 8-K
_______________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 7, 2020
_______________________________
 
New Senior Investment Group Inc.
(Exact Name of Registrant as Specified in Charter)
_______________________________
     
Delaware
(State or other jurisdiction of incorporation)
001-36499
(Commission File Number)
80-0912734
(I.R.S. Employer Identification Number)

55 West 46th Street, Suite 2204
New YorkNew York 10036
(Address of principal executive offices)

646-822-3700
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
_______________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Common stock, $0.01 par value per share
SNR
New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02                          Results of Operation and Financial Condition.
 
On August 7, 2020, New Senior Investment Group Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2020. Copies of the Company’s press release and Company Presentation have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (the “Current Report”) and are incorporated herein by reference solely for purposes of this Item 2.02 disclosure.
 
This Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

 
Item 9.01                          Financial Statements and Exhibits.
 
(d)            Exhibits
 
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
NEW SENIOR INVESTMENT GROUP INC.
 
 
 
Date: August 7, 2020 By:
/s/ Lori B. Marino
 
 
Lori B. Marino
 
 
Executive Vice President, General Counsel & Secretary

Exhibit 99.1

New Senior Announces Second Quarter 2020 Results

NEW YORK--(BUSINESS WIRE)--August 7, 2020--New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today its results for the quarter ended June 30, 2020.

SECOND QUARTER 2020 FINANCIAL HIGHLIGHTS

  • Net loss of $3.3 million, or $(0.04) per diluted share
  • Total net operating income (“NOI”) of $35.8 million
  • Total same store cash NOI decreased 3.1% versus second quarter 2019
  • Cash interest expense declined $3.3 million, or 18%, versus first quarter 2020
  • Normalized Funds from Operations (“Normalized FFO”) of $14.3 million, or $0.17 per diluted share
  • Adjusted Funds from Operations (“AFFO”) of $16.1 million, or $0.19 per diluted share
  • Normalized Funds Available for Distribution (“Normalized FAD”) of $15.3 million, or $0.18 per diluted share
  • Ended the quarter with $102.3 million of cash and cash equivalents on hand with no significant debt maturities until 2024

SECOND QUARTER 2020 & RECENT BUSINESS HIGHLIGHTS

  • Despite declining occupancy and additional operating expenses related to COVID-19, the Company delivered solid second quarter 2020 cash NOI and AFFO per share results, which were above initial expectations at the onset of the pandemic
  • Continued to work closely with our operators to ensure the safety and health of our residents and associates
  • Operators began lifting restrictions across our portfolio in a phased approach and implemented new sales and operating strategies to minimize the impact of the ongoing pandemic
  • Completed review of corporate G&A and put initiatives in place to reduce expenses
  • Repaid $40 million of debt on the Company’s revolving credit facility during the second quarter 2020
  • Provided revised expectations for full year 2020 based on first half 2020 results and latest trends
  • Declared a dividend of $0.065 per common share for the second quarter 2020

Susan Givens, President & Chief Executive Officer of the Company commented, “We continue to be deeply appreciative of all the associates at our communities who have been working tirelessly to ensure the health, safety and well-being of our residents since the onset of COVID-19. Now more than ever, I am pleased by how our team and our operators have shown flexibility and resiliency, and how they have adapted to the challenges that have arisen. While the pandemic continues to have a significant impact on our business, we see features specific to our Independent Living properties which have resulted in lower occupancy losses and have allowed us to control expenses more tightly than we had originally expected. Specifically, we have seen our occupancy declines moderate following a rebound in lead and move-in trends in the last couple of months, and we have been able to achieve significant expense reductions which have more than offset the incremental costs incurred due to COVID-19. At the same time, we have also benefited significantly from the steep decline in LIBOR, which has lowered the overall cost of our floating rate debt.”

Givens continued, “The path of the pandemic remains uncertain, making it difficult for us to predict how the virus will continue to impact our residents, associates and community operations. Nonetheless, we continue to believe in the value that our communities provide to the middle market demographic, as well as the powerful long-term fundamentals of the overall senior housing industry. We remain committed to being as transparent as we can possibly be to our shareholders and we believe that we have enough information at this time to provide revised expectations for 2020 based on first half results and recent trends.”


SECOND QUARTER 2020 RESULTS

Dollars in thousands, except per share data  











 

For the Quarter Ended June 30, 2020

 

For the Quarter Ended June 30, 2019


 

Amount

 

Per Basic
Share

 

Per Diluted
Share

 

Amount

 

Per Basic
Share

 

Per Diluted
Share

GAAP (Unaudited)  










Net loss attributable to common stockholders  

$

(3,257)


$

(0.04)


$

(0.04)


$

(10,185)


$

(0.12)


$

(0.12)


 









 
Non-GAAP(A)  










NOI  

$

35,773


 

N/A


 

N/A


$

35,711


 

N/A


 

N/A

FFO  

 

13,525


 

0.16


 

0.16


 

10,692


 

0.13


 

0.13

Normalized FFO  

 

14,300


 

0.17


 

0.17


 

12,118


 

0.15


 

0.14

AFFO  

 

16,060


 

0.19


 

0.19


 

13,553


 

0.16


 

0.16

Normalized FAD (B)  

 

15,272


 

0.19


 

0.18


 

11,186


 

0.14


 

0.13

(A) See end of press release for reconciliation of non-GAAP measures to net loss.

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

SECOND QUARTER 2020 GAAP RESULTS

New Senior recorded a GAAP net loss of $3.3 million, or $(0.04) per diluted share, for the second quarter 2020, compared to a GAAP net loss of $10.2 million, or $(0.12) per diluted share, for the second quarter 2019. The year over year increase was primarily driven by the disposition of the AL/MC portfolio in February 2020.

SECOND QUARTER 2020 PORTFOLIO PERFORMANCE


 

Same Store Cash NOI


 

Properties

 

 

2Q 2019

 

 

2Q 2020

 

YoY

Managed Properties  

102


$

34,936


$

33,758


(3.4%)

NNN Property  

1


 

1,437


 

1,477


2.8%

Total Portfolio  

103


$

36,373


$

35,234


(3.1%)


 

 






 
Total Portfolio  

103


$

36,373


$

35,234


(3.1%)

COVID-19 Related Expenses  

-


 

-


 

1,470


-

Total Portfolio Adjusted for COVID-19 Related Expenses  

103


$

36,373


$

36,705


0.9%

SECOND QUARTER DIVIDEND

On August 3, 2020, the Company’s Board of Directors declared a cash dividend of $0.065 per share for the quarter ended June 30, 2020. The dividend is payable on September 18, 2020 to shareholders of record on September 4, 2020.


COVID-19 IMPACT ON THE COMPANY

The second quarter 2020 was the first full quarter that COVID-19 affected our financial results. We have outlined our observations of COVID-19’s impact on our results to date and potential future impacts below:

Overview

As of June 30, 2020, we owned a portfolio of 102 independent living (“IL”) communities and one continuing care retirement community (“CCRC”). We have approximately 10,500 residents across our 103 communities, which are managed by three different operators and one tenant.

Status of Our Communities

  • All of our communities have remained open and operational since the start of the COVID-19 pandemic
  • Over the past few months, our operators at certain of our communities began lifting some of the restrictions in a phased approach, based on the status of state and local regulations that affect the property as well as the status of any COVID-19 cases at the property
  • As of August 5, 2020, 80 communities (78% of our portfolio) are in various recovery phases, which means that some of the restrictions that were initially put into place are now being relaxed or lifted. The recovery phases reintroduce group dining and activities, allow for visitors by appointment and onsite sales tours, etc.

Known Cases

  • As of August 5, 2020, our operators reported 19 currently active cases across 10 communities (13 residents and 6 associates)
  • To date, 45 total communities (44% of our portfolio) have reported at least one resident or associate case
    • Of the 45 communities, only 14 have reported more than 3 cases
  • 56% of the communities in our portfolio have not reported a single resident or associate case to date

Occupancy


  Feb-20   Mar-20   Apr-20   May-20   Jun-20   Jul-20   Commentary
Ending Occupancy  

88.7%

 

87.4%

 

86.2%

 

85.6%

 

84.9%

 

84.4%

  2Q20 declined by 250bps from 1Q20; July trend improved, declining by only 50bps from June
Sequential Decline  

-

 

(130bps)

 

(120bps)

 

(60bps)

 

(70bps)

 

(50bps)

 
  • Leasing and lead volume trends in the second quarter 2020, and early observations for July, include:
    • Leads have now increased for three consecutive months after hitting a low point in April; July increased 62% versus April and increased 6% versus June, but remained 20% below July 2019
    • Move-ins continued to trend upward after hitting a low point in April; July increased 119% versus April and increased 29% versus June, but remained 15% below July 2019
    • Move-outs also continued to trend upward after hitting a low point in April; July increased 28% versus April, increased 13% versus June, and increased 12% versus July 2019

Expenses

  • In the second quarter 2020, operating expenses decreased 4.5% versus the first quarter 2020. Our operators were able to effectively reduce expenses by flexing labor schedules and supply costs as occupancy declined. Lower move-in volume reduced the amount of fees paid to third-party referral sources, and our operators efficiently managed marketing costs during periods with visitor access restrictions
  • Operating expenses associated with COVID-19 were approximately $1.5 million in the second quarter 2020, or 3% of total expenses. These expenses were below our initial expectations as a result of lower costs related to in-room meal delivery supplies and temporary labor

NOI & AFFO


 
 
   

 

1Q 2020

 

2Q 2020

 

1H 2020

Total Same Store Cash NOI YoY  

0.1%

 

(3.1%)

 

(1.6%)

AFFO Per Share  

$0.17

 

$0.19

 

$0.36


  • In the second quarter 2020, total same store cash NOI decreased by 3.1% versus the second quarter 2019. Our operators were effective in implementing expense reductions, and we saw an improvement in occupancy trends as the quarter progressed
  • AFFO for the second quarter 2020 was $0.19 per share, an increase of $0.02 per share versus the first quarter 2020. The sequential increase was mainly due to interest expense savings driven by the steep decline in LIBOR and G&A reductions
  • In the first half 2020, total same store cash NOI decreased by 1.6% versus first half 2019 and AFFO per share was $0.36. Results were driven by the total same store cash NOI decrease in the second quarter 2020 offset by interest expense savings from the LIBOR decline
  • As of June 30, 2020, 48% of the Company’s debt is floating rate debt and subject to fluctuations in LIBOR. Average one-month LIBOR declined from 165bps in the first quarter 2020 to 50bps in the second quarter 2020, reducing our interest expense by $2 million. As of August 5, 2020, the one-month LIBOR spot rate is 15bps, which we expect will further reduce the Company’s interest expense in the third and fourth quarters of 2020 and which will continue to offset some of the same store cash NOI decline resulting from the COVID-19 pandemic

FULL YEAR 2020 EXPECTATIONS

Based on the Company’s financial results for the first half of the year, as well as the observations and trends discussed above in “COVID-19 Impact on the Company,” New Senior is providing full year 2020 expectations for total same store cash NOI and AFFO per share as follows:


 

Full Year 2020 Expectations


 

Low

 

High

Total Same Store Cash NOI YoY (Includes NNN Lease)  

(7.5%)

-

(4.5%)

AFFO Per Share  

$0.67

-

$0.71

The estimates above are based on a number of assumptions that are subject to change and many of which are outside of the Company’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results. A reconciliation of the Company’s expectations to its projected GAAP measures is included in this press release.

LIQUIDITY & CAPITAL STRUCTURE

  • The Company has taken, and continues to take, actions to enhance and preserve liquidity in response to COVID-19
    • Shortly after the onset of the pandemic in March 2020, and purely as a precaution, the Company drew $100 million on its revolving credit facility. The Company repaid $40 million in the quarter and had $102.3 million of cash and cash equivalents as of the end of the second quarter 2020
    • The Company suspended all discretionary capital expenditure projects in the second quarter 2020, which significantly reduced capital expenditure spend. The Company expects to begin investing in discretionary capital expenditure projects in the third quarter 2020 where such projects can be completed safely.
    • As a result of several initiatives completed in 2019 and 2020, as well as the actions listed above, the Company has materially improved its free cash flow profile and has limited near-term debt maturities

ADDITIONAL INFORMATION

For additional information that management believes to be useful for investors, including more information regarding the COVID-19 pandemic and its impact on our business, please refer to the Company Presentation and to the Quarterly Supplement, each of which is posted in the Investor Relations section of New Senior’s website, www.newseniorinv.com.

EARNINGS CONFERENCE CALL

Management will host a conference call on August 7, 2020 at 9:00 A.M. Eastern Time. The conference call may be accessed by dialing (888) 317-6003 (from within the U.S.) or (412) 317-6061 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please use entry number “9152288”. A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newseniorinv.com. Please allow extra time prior to the call to visit the website and download any necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available approximately two hours following the call’s completion through September 7, 2020 by dialing (877) 344-7529 (from within the U.S.) or (412) 317-0088 (from outside the U.S.); please use access code “10146648.”


ABOUT NEW SENIOR

New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded real estate investment trust with a diversified portfolio of senior housing properties located across the United States. New Senior is one of the largest owners of senior housing properties, with 103 properties across 36 states. More information about New Senior can be found at www.newseniorinv.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding expectations with respect to the potential range of 2020 financial results, the expected impact of the COVID-19 pandemic on our business, liquidity, properties, operators and the health systems and populations that we serve; the cost and effectiveness of measures we have taken to respond to the COVID-19 pandemic, including health and safety protocols and system capacity enhancements that are intended to limit the transmission of COVID-19 at our properties; and our expected occupancy rates and operating expenses. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to the continuing impact of COVID-19 on our operations and the operation of our facilities, including ongoing cases at certain of our facilities, the speed, geographic reach and duration of the COVID-19 pandemic; the legal, regulatory and administrative developments that occur at the federal, state and local levels; the efficacy of our operators’ infectious disease protocols and prevention efforts; the broader impact of the pandemic on local economies and labor markets; and the overall demand for our communities in the recovery period following the pandemic, our ability to successfully manage the asset management by third parties, and market conditions generally which affect demand and supply for senior housing. We believe that the adverse impact that COVID-19 will have on the future operations and financial results at our communities will depend upon many factors, most of which are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of these and other risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports filed with the Securities and Exchange Commission, which are available on the Company’s website (www.newseniorinv.com). New risks and uncertainties emerge from time to time, and it is not possible for us to predict or assess the impact of every factor that may cause our results to differ materially from those anticipated by any forward-looking statements. Forward-looking statements contained herein, and all statements made in this press release, speak only as of the date of this press release, and the Company expressly disclaims any duty or obligation to release publicly any updates or revisions to any statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


Consolidated Balance Sheets
(dollars in thousands, except share data)

 

 

  June 30, 2020
December 31, 2019

  (Unaudited)

Assets  


Real estate investments:  


Land  

$

134,643

 


$

134,643

 

Buildings, improvements and other  

 

1,973,699

 


 

1,970,036

 

Accumulated depreciation  

 

(385,667

)


 

(351,555

)

Net real estate property  

 

1,722,675

 


 

1,753,124

 

Acquired lease and other intangible assets  

 

7,642

 


 

7,642

 

Accumulated amortization  

 

(2,416

)


 

(2,238

)

Net real estate intangibles  

 

5,226

 


 

5,404

 

Net real estate investments  

 

1,727,901

 


 

1,758,528

 


 

 
Assets from discontinued operations  

 

-

 


 

363,489

 

Cash and cash equivalents  

 

102,325

 


 

39,614

 

Receivables and other assets, net  

 

31,508

 


 

33,078

 

Total Assets  

$

1,861,734

 


$

2,194,709

 


 

 
Liabilities, Redeemable Preferred Stock and Equity  


Liabilities  


Debt, net  

$

1,546,764

 


$

1,590,632

 

Liabilities from discontinued operations  

 

-

 


 

267,856

 

Accrued expenses and other liabilities  

 

57,823

 


 

59,320

 

Total Liabilities  

 

1,604,587

 


 

1,917,808

 


 

 
Redeemable preferred stock, $0.01 par value with $100 liquidation preference, 400,000 shares authorized, issued and outstanding as of June 30, 2020 and December 31, 2019  

 

40,500

 


 

40,506

 


 

 
Equity  


Preferred stock, $0.01 par value, 99,600,000 shares (excluding 400,000 shares of redeemable preferred stock) authorized, none issued or outstanding as of June 30, 2020 and December 31, 2019  

 

 


 

 

Common stock, $0.01 par value, 2,000,000,000 shares authorized, 83,023,396 and 82,964,438 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively  

 

830

 


 

830

 

Additional paid-in capital  

 

904,135

 


 

901,889

 

Accumulated deficit  

 

(674,626

)


 

(660,588

)

Accumulated other comprehensive loss  

 

(13,692

)


 

(5,736

)

Total Equity  

 

216,647

 


 

236,395

 


 

 
Total Liabilities, Redeemable Preferred Stock and Equity  

$

1,861,734

 


$

2,194,709

 


Consolidated Statements of Operations
(dollars in thousands, except share data)

 





 
 

Three Months Ended June 30,

 

Six Months Ended June 30,


 

2020

 

2019

 

2020

 

2019


 

(unaudited)

 

(unaudited)

Revenues  






Resident fees and services  

$

82,951

 


$

84,821

 


$

167,958

 


$

170,570

 

Rental revenue  

 

1,582

 


 

1,583

 


 

3,165

 


 

3,165

 

Total revenues  

 

84,533

 


 

86,404

 


 

171,123

 


 

173,735

 


 





 
Expenses  






Property operating expense  

 

48,760

 


 

50,693

 


 

99,825

 


 

103,632

 

Interest expense  

 

15,281

 


 

19,570

 


 

32,500

 


 

39,420

 

Depreciation and amortization  

 

16,782

 


 

16,987

 


 

34,318

 


 

33,981

 

General and administrative expense  

 

5,894

 


 

5,359

 


 

11,740

 


 

10,337

 

Acquisition, transaction and integration expense  

 

19

 


 

174

 


 

152

 


 

666

 

Loss on extinguishment of debt  

 

-

 


 

335

 


 

5,884

 


 

335

 

Other expense  

 

433

 


 

62

 


 

328

 


 

1,377

 

Total expenses  

 

87,169

 


 

93,180

 


 

184,747

 


 

189,748

 

Loss on sale of real estate  

 

-

 


 

(122

)


 

-

 


 

(122

)

Loss before income taxes  

 

(2,636

)


 

(6,898

)


 

(13,624

)


 

(16,135

)

Income tax expense  

 

22

 


 

37

 


 

82

 


 

73

 

Loss from continuing operations  

 

(2,658

)


 

(6,935

)


 

(13,706

)


 

(16,208

)

Discontinued Operations:  






Gain on sale of real estate  

 

-

 


 

-

 


 

19,992

 


 

-

 

Loss from discontinued operations  

 

-

 


 

(2,651

)


 

(3,107

)


 

(4,571

)

Discontinued operations, net  

 

-

 


 

(2,651

)


 

16,885

 


 

(4,571

)

Net income (loss)  

 

(2,658

)


 

(9,586

)


 

3,179

 


 

(20,779

)

Deemed dividend on redeemable preferred stock  

 

(599

)


 

(599

)


 

(1,197

)


 

(1,197

)

Net income (loss) attributable to common stockholders  

($

3,257

)


($

10,185

)


$

1,982

 


($

21,976

)


 





 
Basic earnings per common share: (A)  






Loss from continuing operations attributable to common stockholders  

($

0.04

)


($

0.09

)


($

0.18

)


($

0.21

)

Discontinued operations, net  

 

0.00

 


 

(0.03

)


 

0.20

 


 

(0.06

)

Net income (loss) attributable to common stockholders  

 

(0.04

)


 

(0.12

)


 

0.02

 


 

(0.27

)


 





 
Diluted earnings per common share:  






Loss from continuing operations attributable to common stockholders  

($

0.04

)


($

0.09

)


($

0.18

)


($

0.21

)

Discontinued operations, net  

 

0.00

 


 

(0.03

)


 

0.20

 


 

(0.06

)

Net income (loss) attributable to common stockholders  

 

(0.04

)


 

(0.12

)


 

0.02

 


 

(0.27

)


 





 
Weighted average number of shares of common stock outstanding  






Basic  

 

82,459,741

 


 

82,209,844

 


 

82,423,182

 


 

82,206,475

 

Diluted (B)  

 

82,459,741

 


 

82,209,844

 


 

82,423,182

 


 

82,206,475

 


 





 
Dividends declared per share of common stock  

$

0.07

 


$

0.13

 


$

0.20

 


$

0.26

 

(A) Basic earnings per common share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. The outstanding shares used to calculate the weighted average basic shares exclude 454,921 and 916,415 restricted stock awards, net of forfeitures, as of June 30, 2020 and 2019 respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic EPS. Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period.
 
(B) Dilutive share equivalents and options were excluded for the three and six months ended June 30, 2020 and 2019 as their inclusion would have been anti-dilutive given our loss position.

Reconciliation of NOI to Net Income
(dollars in thousands)


 

  For the Quarter Ended

  June 30, 2020
Total revenues  

$

84,533

 

Property operating expense  

 

(48,760

)

NOI  

 

35,773

 


   
Interest expense  

 

(15,281

)

Depreciation and amortization  

 

(16,782

)

General and administrative expense  

 

(5,894

)

Acquisition, transaction and integration expense  

 

(19

)

Other expense  

 

(433

)

Income tax expense  

 

(22

)

Loss from continuing operations  

 

(2,658

)

Net income (loss)  

 

(2,658

)

Deemed dividend on redeemable preferred stock  

 

(599

)

Net income attributable to common stockholders  

$

(3,257

)

Reconciliation of Net Income to FFO, Normalized FFO, AFFO and Normalized FAD (unaudited)
(dollars and shares in thousands, except per share data)


 


For the Quarter Ended


June 30, 2020
Net income attributable to common stockholders

$

(3,257

)

Adjustments:

Gain on sale of real estate

 

-

 

Depreciation and amortization

 

16,782

 

FFO

$

13,525

 

FFO per basic and diluted share

$

0.16

 

Acquisition, transaction and integration expense

 

19

 

Loss on extinguishment of debt

 

-

 

Compensation expense related to transition awards

 

295

 

Other income(1)

 

461

 

Normalized FFO

$

14,300

 

Normalized FFO per basic and diluted share

$

0.17

 

Straight-line rent

 

(108

)

Amortization of deferred financing costs

 

872

 

Amortization of deferred community fees and other(2)

 

(432

)

Amortization of equity-based compensation

 

1,428

 

AFFO

$

16,060

 

AFFO per basic and diluted share

$

0.19

 

Routine capital expenditures

 

(788

)

Normalized FAD

$

15,272

 

Normalized FAD per basic share

$

0.19

 

Normalized FAD per diluted share

$

0.18

 



 
Weighted average basic shares outstanding

 

82,460

 

Weighted average diluted shares outstanding

 

82,752

 

1) Primarily includes insurance recoveries and casualty related charges.
2) Includes amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.

Reconciliation of Year-over-Year Cash NOI (unaudited)
(dollars in thousands)

 
 




 

 

 

2Q 2020

 

2Q 2019


 

Managed Properties

 

Other
Properties

 

 

 

Managed Properties

 

Other
Properties

 

 


 

IL Properties

 

 

Total

 

IL Properties

 

 

Total

Same Store Cash NOI (excluding COVID-19 related expenses)  

$

35,228

 

 

$

1,477

 


$

36,704

 


$

34,936

 

 

$

1,437

 


$

36,373

 

COVID-19 related expenses  

 

(1,470

)

 

 

-

 


 

(1,470

)


 

-

 

 

 

-

 


 

-

 

Same Store Cash NOI  

 

33,758

 

 

 

1,477

 


 

35,234

 


 

34,936

 

 

 

1,437

 


 

36,373

 

Non-Same Store Cash NOI  

 

-

 

 

 

-

 


 

-

 


 

-

 

 

 

(378

)


 

(378

)

Straight-line rental revenue  

 

-

 

 

 

108

 


 

108

 


 

-

 

 

 

147

 


 

147

 

Amortization of deferred community fees and other(1)  

 

434

 

 

 

(2

)


 

432

 


 

(472

)

 

 

40

 


 

(433

)

Segment / Total NOI  

$

34,191

 

 

$

1,582

 


$

35,773

 


$

34,464

 

 

$

1,247

 


$

35,711

 


 
 




 

 
Interest expense  
 

 

(15,281

)



 

 

(19,570

)

Depreciation and amortization  
 

 

(16,782

)



 

 

(16,987

)

General and administrative expense  
 

 

(5,894

)



 

 

(5,359

)

Acquisition, transaction & integration expense  
 

 

(19

)



 

 

(174

)

Loss on extinguishment of debt  
 

 

 



 

 

(335

)

Other income (expense)  
 

 

(433

)



 

 

(62

)

Income tax expense  
 

 

(22

)



 

 

(37

)

Loss on sale of real estate  
 

 

 



 

 

(122

)

Loss from continuing operations  
 

 

(2,658

)



 

 

(6,935

)

Loss from discontinued operations  
 

 

 



 

 

(2,651

)

Discontinued operations, net  
 

 

 



 

 

(2,651

)

Net income (loss)  
 

 

(2,658

)



 

 

(9,586

)

Deemed dividend on redeemable preferred stock  
 

 

(599

)



 

 

(599

)

Net income (loss) attributable to common stockholders  
 

($

3,257

)



 

($

10,185

)


 
 




 

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

 
 




 

 

 
 




 

 
Reconciliation of Quarter-over-Quarter Cash NOI (unaudited)
(dollars in thousands)

 
 




 

 

 

2Q 2020

 

1Q 2020


 

Managed

 

Other
Properties

 

 

 

Managed Properties

 

Other
Properties

 

 


 

IL Properties

 

 

Total

 

IL Properties

 

 

Total

Same Store Cash NOI (excluding COVID-19 related expenses)  

$

35,228

 

 

$

1,450

 


$

36,678

 


$

34,138

 

 

$

1,450

 


$

35,588

 

COVID-19 related expenses  

 

(501

)

 

 

-

 


 

(501

)


 

(501

)

 

 

-

 


 

(501

)

Same Store Cash NOI  

 

33,637

 

 

 

1,450

 


 

35,087

 


 

33,637

 

 

 

1,450

 


 

35,087

 

Straight-line rental revenue  

 

-

 

 

 

108

 


 

108

 


 

-

 

 

 

134

 


 

134

 

Amortization of deferred community fees and other(1)  

 

434

 

 

 

(2

)


 

432

 


 

305

 

 

 

(2

)


 

303

 

Segment / Total NOI  

$

34,191

 

 

$

1,582

 


$

35,773

 


$

33,942

 

 

$

1,583

 


$

35,525

 


 
 




 

 
Interest expense  
 

 

(15,281

)



 

 

(17,219

)

Depreciation and amortization  
 

 

(16,782

)



 

 

(17,536

)

General and administrative expense  
 

 

(5,894

)



 

 

(5,846

)

Acquisition, transaction & integration expense  
 

 

(19

)



 

 

(133

)

Loss on extinguishment of debt  
 

 

 



 

 

(5,884

)

Other income (expense)  
 

 

(433

)



 

 

105

 

Income tax expense  
 

 

(22

)



 

 

(60

)

Loss from continuing operations  
 

 

(2,658

)



 

 

(11,048

)

Gain on sale of real estate  
 

 

 



 

 

19,992

 

Loss (income) from discontinued operations  
 

 

 



 

 

(3,107

)

Discontinued operations, net  
 

 

 



 

 

16,885

 

Net income (loss)  
 

 

(2,658

)



 

 

5,837

 

Deemed dividend on redeemable preferred stock  
 

 

(599

)



 

 

(598

)

Net income (loss) attributable to common stockholders  
 

($

3,257

)



 

$

5,239

 


 
 




 

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

Interest Expense Reconciliation
(dollars in thousands)




 

 

2Q 2020


1Q 2020

Interest expense  

$ 15,281


$ 17,219

Amortization of deferred financing costs  

(872)


(906)

Interest expense for discontinued operations  

-


1,361

Cash interest expense  

$ 14,409


$ 17,674

2020 Expectations Reconciliation
Reconciliation of Net Loss to FFO, Normalized FFO and AFFO (unaudited)

 

 

 

 

 

Full Year 2020 Guidance


 

Per Share


 

Low

 

High

Net loss attributable to common stockholders  

$(0.11)

-

$(0.07)

Gain on sale of assets  

(0.24)

-

(0.24)

Depreciation & amortization  

0.79

-

0.79

FFO  

$0.44

-

$0.48


 

 

 

 

Compensation expense related to transition awards  

0.02

-

0.02

Loss on extinguishment of debt  

0.11

-

0.11

Acquisition, transaction & integration expense  

0.02

-

0.02

Normalized FFO  

$0.59

-

$0.63


 

 

 

 

Amortization of deferred financing costs  

0.04

-

0.04

Amortization of deferred community fees & other  

(0.02)

-

(0.02)

Amortization of equity-based compensation  

0.06

-

0.06

AFFO  

$0.67

-

$0.71

NON-GAAP FINANCIAL MEASURES

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

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

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

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


NOI, Cash NOI and Cash Interest Expense

The Company evaluates the performance of each of its three business segments based on NOI. The Company defines NOI as total revenues less property-level operating expenses, which include property management fees and travel cost reimbursements. The sum of the NOI for each segment is total NOI, which the Company uses to evaluate the aggregate performance of its segments. The Company defines Cash NOI as NOI excluding the effects of straight-line rent, amortization of above / below market lease intangibles and amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives. We believe that NOI and Cash NOI serve as useful supplemental measures to net income because they allow investors, analysts and management to measure unlevered property-level operating results and to compare our operating results between periods and to the operating results of other real estate companies on a consistent basis.

Same store NOI and same store cash NOI include only properties owned for the entirety of comparable periods. Properties acquired, sold, transitioned to other operators or between segments, or classified as held for sale or discontinued operations during the comparable periods are excluded from the same store amounts. Please see the Company’s most recent quarterly report filed with the Securities and Exchange Commission for more information.

Cash interest expense is defined as interest expense excluding the amortization of deferred financing costs and includes the interest expense on debt repaid upon the sale of the AL/MC portfolio (classified as discontinued operations).

FFO and Other Non-GAAP Measures

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

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

We define Normalized FFO as FFO excluding the following income and expense items, as applicable: (a) acquisition, transaction and integration related expenses; (b) the write off of unamortized discounts, premiums, deferred financing costs, or additional costs, make whole payments and penalties or premiums incurred as the result of early repayment of debt (collectively “Gain (Loss) on extinguishment of debt”); (c) incentive compensation to affiliate recognized as a result of sales of real estate; (d) the remeasurement of deferred tax assets; (e) valuation allowance on deferred tax assets, net; (f) termination fee to the affiliate; (g) gain on lease termination; (h) compensation expense related to transition awards; (i) litigation proceeds; and (j) other items that we believe are not indicative of operating performance, generally reported as “Other expense (income)” in our Consolidated Statements of Operations.

We also use Adjusted FFO (“AFFO”) and Normalized FAD as supplemental measures of our operating performance. We believe AFFO is useful because it facilitates the evaluation of (i) the current economic return on our portfolio of assets between periods on a consistent basis and (ii) our portfolio versus those of other real estate companies that report AFFO. However, comparability may be limited because our calculation of AFFO may differ significantly from that of other companies, or because of features of our business that are not present in other companies.

We define AFFO as Normalized FFO excluding the impact of the following: (a) straight-line rents; (b) amortization of above / below market lease intangibles; (c) amortization of deferred financing costs; (d) amortization of premium or discount on mortgage notes payable; (e) amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives, and (f) amortization of equity-based compensation expense.

We define Normalized FAD as AFFO less routine capital expenditures, which we view as a cost associated with the current economic return. Normalized FAD, which does not reflect debt principal payments and certain other expenses, does not represent cash available for distribution to shareholders. We believe Normalized FAD is useful because it fully reflects the additional economic costs of maintaining the condition of the portfolio.

Contacts

Jane Ryu
(646) 822-3700


Exhibit 99.2

 Company Update  August 7, 2020  Pioneer Valley LodgeNorth Logan, UT 
 

 Forward-Looking Statements, Non-GAAP and Other Information  1  IN GENERAL. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.”  Throughout this Presentation, New Senior Investment Group Inc. (NYSE: SNR) is referred to as “New Senior,” the “Company,” “SNR” or “we.”FORWARD-LOOKING STATEMENTS. Certain information in this Presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding expectations with respect to the potential range of 2020 financial results, the expected impact of the COVID-19 pandemic on our business, liquidity, properties, operators and the health systems and populations that we serve; the cost and effectiveness of measures we have taken to respond to the COVID-19 pandemic, including health and safety protocols and system capacity enhancements that are intended to limit the transmission of COVID-19 at our properties; and our expected occupancy rates and operating expenses. These statements are not historical facts. They represent management’s current expectations regarding future events and are subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to the continuing impact of COVID-19 on our operations and the operation of our facilities, including ongoing cases at certain of our facilities, the speed, geographic reach and duration of the COVID-19 pandemic; the legal, regulatory and administrative developments that occur at the federal, state and local levels; the efficacy of our operators’ infectious disease protocols and prevention efforts; the broader impact of the pandemic on local economies and labor markets; and the overall demand for our communities in the recovery period following the pandemic, our ability to successfully manage the asset management by third parties, and market conditions generally which affect demand and supply for senior housing. We believe that the adverse impact that COVID-19 will have on the future operations and financial results at our communities will depend upon many factors, most of which are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of these and other risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports filed with the Securities and Exchange Commission, which are available on the Company’s website (www.newseniorinv.com). New risks and uncertainties emerge from time to time, and it is not possible for us to predict or assess the impact of every factor that may cause our results to differ materially from those anticipated by any forward-looking statements. Forward-looking statements contained herein, and all statements made in this Presentation, speak only as of the date of this Presentation, and the Company expressly disclaims any duty or obligation to release publicly any updates or revisions to any statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.NON-GAAP FINANCIAL INFORMATION. This Presentation includes information based on financial measures that are not recognized under generally accepted accounting principles (“GAAP”), such as NOI, cash NOI, adjusted same store cash NOI, Normalized FFO, AFFO and Normalized FAD. You should use non‐GAAP information in addition to, and not as an alternative to, financial information prepared in accordance with GAAP. See the end of this Presentation for reconciliations to the most comparable GAAP measures and an explanation of each of our non-GAAP measures. Our non-GAAP measures may not be identical or comparable to measures with the same name presented by other companies due to differences in calculation, capital structure or other factors. PAST PERFORMANCE. In all cases where historical results are presented or past performance is described, we note that past performance is not a reliable indicator of future results and performance.GLOSSARY. See the Glossary at the end of this Presentation for an explanation of various terms used herein. 
 

 Table of Contents  SECTIONS      PAGES  I.   Executive Summary & Company Overview    4 – 7  II.  COVID-19 Situation Update    9 – 11  III.   Financial Update    13 – 20   IV.   Reconciliations and Glossary    22 – 27  2 
 

 Executive Summary & Company Overview  Madison EstatesSan Antonio, TX 
 

 Executive Summary  4  New Senior Investment Group Inc. (NYSE: SNR) is the only U.S. pure play, publicly-traded senior living REITPortfolio comprised of 102 Independent Living (IL) properties and one NNN leased property across 36 statesNearly five months since our first confirmed case, the COVID-19 pandemic continues to impact our businessOur top priority continues to be the health and safety of our residents and associates around the countryAs of August 5, our operators have reported 19 currently active cases across 10 properties (or 10% of the portfolio)In mid-March, our operators began implementing restrictions within our properties to address COVID-19While necessary, we understood that these actions would result in lower move-ins and higher expensesIn recent months, the focus shifted to beginning to safely lift restrictions within our properties in a phased approachTo date, our overall financial results have been better than we had expected at the onset of the pandemicWhile occupancy continues to decline, the trends have slowly improved due to continued move-ins & lower move-outsAs occupancy has declined, our operators have been able to tightly manage expenses such as supplies and laborInterest savings from significant declines in LIBOR have offset declines in NOIAs a result, 2Q20 AFFO per share was $0.19, an increase of $0.02 QoQ 2Q20 total same store cash NOI decreased 3.1% YoY and increased 0.4% QoQBased on first half results and recent trends, we are now providing expectations for full year 2020 resultsFull year 2020 total same store cash NOI to decline 4.5% to 7.5% compared to full year 2019 (including NNN lease) Full year 2020 AFFO per share range of $0.67 to $0.71These estimates for full year 2020 results are based on a number of assumptions that are subject to change and many of which are outside of our control, particularly those that relate to the ongoing pandemic 
 

 New Senior Overview  New Senior Investment Group Inc. (NYSE: SNR) is a publicly-traded REIT with a portfolio of 102 Independent Living (IL) properties and one NNN leased property                  Pure Play REIT  Uniquely Positioned  Geographic Diversification & Scale  Experienced Operator Mix  Uniquely positioned to capitalize on long-term industry fundamentals96% of NOI from high-margin IL properties(1)  The only pure play, publicly-traded senior housing REIT in the U.S.100% private pay senior housingAll properties wholly owned  Partnered with experienced senior housing operators4 operator relationships Holiday: 3rd largest senior housing operator(2)  One of the largest owners of senior housing with a national footprint10th largest owner of senior housing(2)Diversified across 36 states   Percentage calculated based on 2Q20 NOI.ASHA, “50 Largest U.S. Seniors Housing Real Estate Owners and Operators,” June 1, 2019.  103 Properties12,405 Units  5 
 

 Geographically Diversified Portfolio  Portfolio of 103 properties located in 36 different statesProperties located in markets with favorable demographic trends Properties predominately located outside of major metropolitan areas65% of NOI generated from properties located in secondary and tertiary markets(1)  6  Top Markets and States  National Footprint  As defined by National Investment Center for Seniors Housing & Care (NIC); Tertiary markets include Additional markets and markets not covered by NIC.Percentages calculated based on 2Q20 NOI.                                                                                                                                                                                                                                                                                                                    Top 5 States  Properties  % of NOI(2)   California  9  11%   North Carolina  8  10%   Florida  9  9%   Pennsylvania  5  8%   Oregon  8  7%  Markets(1)  Properties  % of NOI(2)   Primary  32  35%   Secondary  32  32%   Tertiary  39  33%  Managed IL PropertiesNNN Lease     
 

 7  Recent Company Updates  The Company has evolved significantly since 2019 and is now focused on navigating through the pandemic     Completed internalization of managementProvided public earnings guidance for first timeCompleted relocation of headquarters  January & February 2019  Completed transitions of nine AL/MC properties to new operatorsClosed on the sale of one underperforming AL/MC propertyCompleted external hires, finalizing internal management team  March & April 2019  Closed on the sale of a second underperforming AL/MC propertyContinued corporate governance improvements including appointment of new independent directorExecuted interest rate swap to increase fixed rate debt exposure  May & June 2019  Signed agreement to sell entire AL/MC portfolio for a gross sale price of $385 million  October 2019  Closed sale of AL/MC portfolioRepaid ~$360 million of debtCompleted ~$400 million of refinancing activity, resulting in lower debt costs and an extension of debt maturities by two years Reported 2019 earnings and announced 2020 guidance  February 2020  Reported 1Q earnings consistent with initial 2020 guidance1Q total same store NOI up 0.1% YoY Withdrew full year 2020 guidance due to uncertainty from pandemicReduced dividend by 50% to preserve liquidity  May 2020  January 21, 2020 First COVID-19 case in US  August 5, 2020(1)4.8 million COVID-19 cases in US  1Q 2019  2Q 2019  4Q 2019  1Q 2020  3Q 2020  2Q 2020  Increased frequency of communication throughout the COVID-19 pandemic Reported 2Q earnings and announced expectations for full year 2020 2Q total same store NOI down 3.1% YoY   June – August 2020  National data per Johns Hopkins University.  
 

 COVID-19 Situation Update   Copley PlaceCopley, OH 
 

 Known COVID-19 Cases & Status  Table based on 29 properties with resident cases only, and does not include 16 properties with at least one associate case but no resident case.Residents are generally deemed “recovered” when, per CDC guidelines, either (1) two negative test results received or (2) no fever for at least 72 hours (without use of fever-reducing medicine), other symptoms have improved, and at least 14 days have passed since the date of a positive test.  As of August 5, our operators reported 19 currently active cases across 10 properties (13 residents / 6 associates)The 13 active resident cases represent 0.1% of our total current resident populationAs of August 5, 45 total properties (44% of our portfolio) have reported at least one resident or associate caseOf the 45 properties with cases, only 14 have reported over 3 cases, a signal that protocols appear effective at limiting the spread of the virus within our properties56% of the properties in our portfolio have not reported a single resident or associate case  9  SNR Reported Positive COVID-19 Resident Cases(1)  Breakdown of COVID-19 Impacted Properties      Resident Cases           Properties  Active  Recovered(2)  Deceased  Total  IL: Properties with active cases   6  13  3  3  19  IL: Properties with previously active cases  22  -  52  15  67  IL: Total properties with positive cases reported  28  13  55  18  86              CCRC  1  -  55  14  69  Total Portfolio  29  13  110  32  155  103 Properties  58 properties with no reported cases  31 properties with 1 – 3 reported cases  14 properties with 4+ reported cases 
 

 Trend of New COVID-19 Cases  Since the start of the pandemic, the weekly number of new cases in our properties has remained relatively lowAverage of 6 new cases per week (excluding our one CCRC in downtown Philadelphia)We believe this is a result of early closure of properties and effective operator protocolsIn July, as the rate of new cases across the U.S. and in SNR counties increased significantly, our portfolio experienced an uptick in new cases as wellLatest national data suggests rate of daily new cases is slowing in the “hotspot” states of FL, CA, TX, and AZ  10  Trend of New COVID-19 Cases(1)  National data per Johns Hopkins University as of 8/5/20 and based on trailing 7-day average.  SNR New Weekly Cases  U.S. / SNR Counties New Daily Cases 
 

 11  Status of Our Properties  In mid-March, our operators began implementing various restrictions and protocols within our propertiesClosed communal dining and group activities, restricted access to non-essential visitors, prohibited sales tours, etc.In recent months, focus has shifted to safely lifting restrictions within our properties in a phased approachFirst Recovery Phase: Re-introduce limited communal dining and activities to begin to restore resident engagementSecond Recovery Phase: Increase participation in dining and activities, visitors by appointment, internal sales tours, etc.Third Recovery Phase: Return to operations that are largely similar to pre-COVID-19 operationsAs of August 5, 78% of our properties are in the First or Second Recovery Phases described above  SNR Property Status Trend          12% remain in enhanced protocols(i.e., no active case, but not yet in recovery phases)  74% in second recovery phase  4% in first recovery phase  10% have active cases   
 

 Financial Update  The JeffersonMiddleton, WI 
 

 Key Observations From COVID-19 Impact To Date  13  Occupancy:Modest COVID-19 Case Count & Improving Occupancy Trend   Expenses:IL Portfolio Benefiting from Flexible Expense Structure  Earnings:Interest & G&A Savings Offsetting NOI Decline  No healthcare component in IL, which results in fewer interactions between residents and staffOnly 14% of our properties have reported over 3 casesOur properties are located primarily in secondary and tertiary markets, which have generally seen a lower level of casesAlmost 80% of our properties are in a Recovery Phase and have lifted certain restrictionsOccupancy declines have improved as operators adopted new leasing strategies and have seen continued demand from our target IL resident demographic  With no healthcare component, IL benefits from a more flexible expense structureOperators have been able to successfully tighten occupancy-related expenses such as supplies and labor, and additional line items such as marketing and maintenanceCOVID-19 expenses have been much lower than initially expectedThese favorable expense trends have helped offset lower revenue from occupancy declines  48% of our debt is floating rateSignificant interest rate volatility since the start of the pandemicSavings from lower interest rates have helped offset the NOI declines that we have experiencedAt the same time, we have taken steps to reduce our corporate G&A costs As a result, our NOI declines due to the pandemic have been offset by lower interest expense and G&A savingsWe also halted discretionary capital expenditures, but expect to ramp up spend as properties continue to recover   1  2  3  The COVID-19 pandemic has had a disproportionate impact on seniors, the cohort our properties serveOur operators took early action to limit access at our properties and secure supplies to ensure the safety of residents/staffNow, several months into the pandemic, we are sharing our observations about how the business has performed The situation remains fluid and it is not clear whether these trends will continue or evolve as we get farther into the pandemic 
 

 Summary of 2Q 2020 Results & July Trends  14    Ending occupancy down 250bps sequentially from 1Q20 to 2Q20; July down 430bps since February (pandemic start) Move-ins and leads have both trended upward since April low point but remain below historical levelsMove-outs in July were higher than historical levels following three months of lower volume; July ending occupancy declined 50bps from June  Occupancy  2Q20 total same store cash NOI down 3.1% YoY and up 0.4% QoQ 2Q20 cash interest expense down 18% or $3.3 million vs 1Q20 2Q20 AFFO of $0.19 per share, up $0.02 per share vs 1Q20 mainly driven by interest savings   NOI & AFFO  2Q20 expenses down 1.7% YoY and down 4.5% QoQ, driven by occupancy declines and operating expense savingsExcluding COVID-19 expenses, 2Q20 expenses down 4.6% YoY and down 6.5% QoQ COVID-19 expenses below initial expectations due to lower cost for meal delivery supplies and less temporary labor  Operating Expenses  2Q20 was the first full quarter where COVID-19 impacted the Company’s financial results 2Q20 total same store cash NOI was better than expected at the start of the pandemicOccupancy declines offset by significantly lower operating expenses; COVID-19 expenses lower than expected 2Q20 AFFO results significantly better than expected (up 12% vs 1Q20)48% of debt is floating rate and sharp decline in LIBOR has resulted in significantly lower interest expense 
 

 Year-to-Date Results      1H19  1H20  YoY  87.1%  86.0%  (110bps)  88.9%  84.9%  (400bps)  $2,692   $2,706   0.5%  40.7%  40.3%  (40bps)  $68,582   $67,395   (1.7%)  $68,582   $69,365   1.1%  $2,849   $2,927   2.7%  $71,430   $70,321   (1.6%)  $71,430   $72,292   1.2%        $0.32  $0.36  12.5%  15  Financial Results – 2Q 2020  Same store cash NOI decreased 3.1% YoY and increased 0.4% QoQIL average occupancy decreased 220bps YoY and QoQ, and RevPOR growth decelerated to +0.2% YoYExcluding $1.5mm of COVID-19 expenses, same store cash NOI increased 0.9% YoY and increased 3.1% QoQ2Q20 AFFO per share was $0.19, up $0.02 vs 1Q20 and $0.03 vs 2Q19 mainly driven by interest savings   ($ in thousands)  Quarterly Results             2Q19  1Q20  2Q20  QoQ   YoY  Average Occupancy  87.1%  87.1%  84.9%  (220bps)  (220bps)  Ending Occupancy  88.9%  87.4%  84.9%  (250bps)  (400bps)  RevPOR  $2,701   $2,706   $2,707   -  0.2%  Margin  41.3%  39.7%  40.9%  120bps  (40bps)   IL NOI (102 Properties)  $34,936   $33,637   $33,758   0.4%  (3.4%)   Excluding COVID-19 Expenses  $34,936   $34,137   $35,228   3.2%  0.8%   Watermark (1 Property)  $1,437   $1,450   $1,477   1.8%  2.8%  Total Same Store (103 Properties)  $36,373   $35,087   $35,234   0.4%  (3.1%)   Excluding COVID-19 Expenses  $36,373   $35,587   $36,705   3.1%  0.9%              AFFO Per Share  $0.16  $0.17  $0.19  11.8%  18.8%           
 

 Lead and Move-in Trends  16  Monthly Lead Trends  Monthly Move-In Trends  +62%  +119%  Since hitting a low point in April, leads have continued to trend upward over the past 3 monthsJune leads saw a significant increase vs May, as third-party referral and website leads continued to recoverJuly leads increased 6% vs June, were up 62% vs the April low, but still trailed July 2019 by 20%Move-ins fell sharply in March and April, but have trended back to pre-COVID-19 levels in the past 3 monthsJune move-ins were flat vs May, as volume stalled in the second half of the month with the resurgence in U.S. cases July move-ins increased 29% vs June, were up 119% vs the April low, but still trailed July 2019 by 15%Unclear how current spike in cases across the U.S. will impact leads and near-term demand for senior housing 
 

 Move-Out and Occupancy Trends  17  Monthly Move-Out Trends  Monthly Ending Occupancy Trends (Decline in bps)  +28%  Move-out volume remained below historical level throughout 2Q20, but trended slightly higher each monthJuly move-outs increased for a third consecutive month and were up 8% vs historical averagePreliminary August move-outs are trending slightly below elevated July levelMonthly occupancy declines slowed in May, June and July (-60bps) compared to March and April (-125bps)May and June benefited from lower move-outs and increased move-in volumeJuly driven by continued improvement in move-in volume and partially offset by elevated move-outs  -  -130  -120  -60  -70  -50  Avg decline: -60bps  Avg decline: -125bps    88.7%   88.7%   87.4%   86.2%   85.6%   84.9%   84.4%   Occupancy 
 

 18  Expense – Trends   With no healthcare exposure, our IL portfolio has benefited significantly from favorable expense trendsOperators were able to tightly manage supplies and labor costs as occupancy declined, and saw material savings in other line items such as maintenance and marketingCOVID-19 expenses have been lower than originally expected (minimal incremental labor costs, lower supply costs, etc.)Total 2Q20 expenses declined 4.5% vs 1Q20, as incremental COVID-19 expenses were more than offset by reductions in other operating expensesAs a result, margins remained stable in 2Q20 despite occupancy loss and incremental COVID-19 expenses  2Q20 Expenses Vs 1Q20 Expenses  1Q  2Q  3Q  4Q  Historical Operating Margins    $51.1mm  $48.8mm  Total expenses down 4.5% QoQ  
 

 Capital Structure, Debt Maturities & Liquidity(1)  All information is presented as of 6/30/2020. Total cash interest expense for 2Q20 was $14.4 million and 1Q20 was $17.7 million, which excludes deferred financing costs. 1Q20 includes interest expense on debt repaid upon the sale of the AL/MC portfolio (classified as discontinued operations). 2022 maturity (secured loan) has two, 1-year extension options with the payment of a 12.5bps extension fee.  19     Amounts  % of Total  W.A. Maturity in Years  2Q Interest Rate  Fixed  $815   52%  5.0 years  4.4%  Floating  750  48%  6.1 years  2.4%  Total Debt  $1,565  100%  5.8 years  3.4%    As of June 30, the Company had $1.6 billion of debt 48% floating / 52% fixed rate debtLIBOR has declined from 173bps on January 2, 2020 to 15bps on August 5, 2020As a result, 2Q20 cash interest expense is down 18% or $3.3 million vs 1Q20(2)$102.3 million of cash and cash equivalentsCompany repaid $40 million of its $100 million revolver balance, which was drawn in 1Q20 No significant debt maturities until 2024  Capital Structure  Debt Maturity & Amortization Schedule  ($ in millions)  ($ in millions)  (3)  2020 LIBOR To Date  1Q20 average of 165bps2Q20 average of 50bpsAs of 8/5/20, spot rate of 15bps 
 

 Full Year 2020 Expectations  20  Based on first half results and current trends, we are providing expectations for full year 2020 results Full year 2020 total same store cash NOI: down 4.5% to 7.5% YoY (includes NNN lease)First half of 2020 benefited from a strong 1Q20 – total same store cash NOI for the first half of 2020 was down 1.6% YoYSecond half of 2020 expected to be impacted by lower IL occupancy starting point (down 400bps vs prior year)Full year 2020 AFFO per share: $0.67 to $0.71 (unchanged from pre-COVID-19 estimate at the start of 2020) Lower NOI offset by lower interest expense due to decline in LIBOR and lower G&AInterest Expense: 48% of debt ($0.8 billion) is floating rate; expect to continue to benefit from lower LIBOR G&A: Initiatives in place to reduce G&A     1Q20  2Q20  1H20    FY 2020 Expectations  Total Same Store Cash NOI   Up 0.1% YoY  Down 3.1% YoY  Down 1.6% YoY    Down 4.5% to 7.5% YoY  AFFO Per Share  $0.17  $0.19  $0.36     $0.67 to $0.71    2020 Expectations   
 

 Reconciliations & Glossary  Marion WoodsOcala, FL 
 

 Full Year 2020 Expectations – Non-GAAP Reconciliation  22     Low  High  Net loss attributable to common stockholders  ($0.11)  ($0.07)  Gain on sale of assets  (0.24)  (0.24)  Depreciation & amortization  0.79  0.79  FFO  $0.44  $0.48          Compensation expense related to transition awards  0.02   0.02   Loss on extinguishment of debt  0.11   0.11   Acquisition, transaction & integration expense  0.02   0.02   Normalized FFO   $0.59   $0.63           Amortization of deferred financing costs  0.04   0.04   Amortization of deferred community fees & other  (0.02)  (0.02)  Amortization of equity-based compensation  0.06   0.06   AFFO   $0.67   $0.71   Full Year 2020 Per Share Reconciliation  (Shares in millions)  The Company’s expectations are based on a number of other assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results. 
 

   2Q20        2Q19        Managed IL Properties  Other Properties  Total    Managed IL Properties  Other Properties  Total                  Same Store Cash NOI (excluding COVID-19 related expenses)  $ 35,228  $ 1,477  $ 36,704    $ 34,936  $ 1,437  $ 36,373  COVID-19 related expenses  (1,470)  -  (1,470)    -  -  -  Same Store Cash NOI  33,758  1,477  35,234    34,936  1,437  36,373  Non-Same Store Cash NOI  -  -  -    -  (378)  (378)  Straight-line rental revenue   -   108  108     -   147  147  Amortization of deferred community fees and other(2)  434   (2)  432     (472)    40   (432)                   Segment / Total NOI  $ 34,191  $ 1,582  $ 35,773    $ 34,464  $ 1,247  $ 35,711                  Interest expense       (15,281)         (19,570)  Depreciation and amortization       (16,782)         (16,987)  General and administrative expense       (5,894)         (5,359)  Acquisition, transaction & integration expense       (19)         (174)  Loss on extinguishment of debt      -        (335)  Other income (expense)       (433)         (62)  Income tax expense       (22)         (37)  Loss on sale of real estate      -        (122)  Loss from continuing operations      (2,658)        (6,935)  Loss from discontinued operations        -         (2,651)  Discontinued operations, net       -         (2,651)                  Net income (loss)      $ (2,658)         $ (9,586)  Deemed dividend on redeemable preferred stock       (599)         (599)   Net income (loss) attributable to common stockholders      $ (3,257)        $ (10,185)  NOI Reconciliation – 2Q 2020 Year-over-Year(1)  23  Totals may not sum due to rounding.Includes amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.  ($ in thousands) 
 

 NOI Reconciliation – 2Q 2020 Quarter-over-Quarter(1)  24  Totals may not sum due to rounding.Includes amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.    2Q20        1Q20        Managed IL Properties  Other Properties  Total    Managed IL Properties  Other Properties  Total                  Same Store Cash NOI (excluding COVID-19 related expenses)  $ 35,228  $ 1,477  $ 36,704    $ 34,138  $ 1,450   $ 35,588  COVID-19 related expenses  (1,470)  -  (1,470)    (501)  -  (501)  Same Store Cash NOI  33,758  1,477  35,234    33,637  1,450   35,087  Straight-line rental revenue   -   108  108     -    134    134   Amortization of deferred community fees and other(2)  434   (2)  432    305   (2)  303                  Segment / Total NOI  $ 34,191  $ 1,582  $ 35,773    $ 33,942  $ 1,583  $ 35,525                  Interest expense       (15,281)         (17,219)  Depreciation and amortization       (16,782)         (17,536)  General and administrative expense       (5,894)         (5,846)  Acquisition, transaction & integration expense       (19)         (133)  Loss on extinguishment of debt      -        (5,884)  Other income (expense)       (433)         105  Income tax expense       (22)         (60)  Loss from continuing operations      (2,658)        (11,048)  Gain on sale of real estate      -        19,992  Loss (income) from discontinued operations       -         (3,107)  Discontinued operations, net       -        16,885                  Net income (loss)      $ (2,658)         $ 5,837  Deemed dividend on redeemable preferred stock       (599)         (598)  Net income (loss) attributable to common stockholders      $ (3,257)        $ 5,239  ($ in thousands) 
 

 GAAP Reconciliation of FFO, Normalized FFO, AFFO and Normalized FAD  25  Primarily includes insurance recoveries and casualty related charges.Includes amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives.    2Q20  Net loss attributable to common stockholders  $ (3,257)      Add (Deduct):     Depreciation and amortization   16,782  FFO  $ 13,525  FFO per Diluted Share  $ 0.16       Acquisition, transaction and integration expense  19   Compensation expense related to transition awards  295   Other income(1)   461      Normalized FFO  $ 14,300  Normalized FFO per Diluted Share  $ 0.17        Straight-line rent  (108)   Amortization of deferred financing costs  872   Amortization of deferred community fees and other(2)  (432)   Amortization of equity-based compensation  1,428      AFFO  $ 16,060  AFFO per Diluted Share  $ 0.19       Routine capital expenditures  (788)      Normalized FAD  $ 15,272  Normalized FAD per Diluted Share  $ 0.18  Weighted average diluted shares outstanding  82,752  ($ and shares in thousands, except per share data) 
 

 Glossary  Cash NOI MarginCash NOI margin is equal to Cash NOI divided by Cash Revenue.Discontinued OperationsDiscontinued operations consists of 28 AL/MC properties that represented the entire Managed AL/MC Properties segment prior to the fourth quarter of 2019 and were classified as discontinued operations as of December 31, 2019. The properties were subsequently sold in February 2020. EBITDARMEBITDARM is a non-GAAP measure that represents earnings before interest, taxes, depreciation, amortization, rent and management fees for the period stated unless otherwise noted. We use EBITDARM in determining coverage and as a supplemental measure of the ability of the property to generate sufficient liquidity to meet related obligations to us. For our triple net lease portfolio, all facility financial performance data was derived solely from information provided by operators/tenants without independent verification by us. EBITDARM does not represent net income or cash flow from operations and should not be considered an alternative to those indications. EBITDARM CoverageFacility EBITDARM divided by the aggregate of base rent and any additional rent due to us for the same period. EBITDARM coverage is a supplemental measure of a property’s ability to generate cash flows for the operator/tenant (not for us) to meet the operator’s/tenant’s related rent and other obligations to us. Enterprise ValueEnterprise value is equal to market capitalization plus carrying value of mortgage notes payable, minus cash. FFO, Normalized FFO, AFFO and Normalized FADWe use Funds From Operations ("FFO") and Normalized FFO as supplemental measures of our operating performance. We use the National Association of Real Estate Investment Trusts ("NAREIT") definition of FFO. NAREIT defines FFO as GAAP net income (loss) attributable to common stockholders, which includes loss from discontinued operations, excluding gains (losses) from sales of depreciable real estate assets and impairment charges of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and joint ventures to reflect FFO on the same basis. FFO does not account for debt principal payments and is not intended as a measure of a REIT’s ability to satisfy such payments or any other cash requirements.  FFO, Normalized FFO, AFFO and Normalized FAD (continued)Normalized FFO, as defined below, measures the financial performance of our portfolio of assets excluding items that, although incidental to, are not reflective of the day-to-day operating performance of our portfolio of assets. We believe that Normalized FFO is useful because it facilitates the evaluation of our portfolio’s operating performance (i) between periods on a consistent basis and (ii) to the operating performance of other real estate companies. However, comparability may be limited because our calculation of Normalized FFO may differ significantly from that of other companies, or because of features of our business that are not present in other companies.We define Normalized FFO as FFO excluding the following income and expense items, as applicable: (a) acquisition, transaction and integration related expenses; (b) the write off of unamortized discounts, premiums, deferred financing costs, or additional costs, make whole payments and penalties or premiums incurred as the result of early repayment of debt (collectively “Gain (Loss) on extinguishment of debt”); (c) incentive compensation recognized as a result of sales of real estate; (d) the remeasurement of deferred tax assets; (e) valuation allowance on deferred tax assets, net; (f) termination fee to Former affiliate; (g) gain on lease termination; (h) compensation expense related to transition awards; (i) litigation proceeds; and (j) other items that we believe are not indicative of operating performance, generally reported as “Other (income) expense” in the Consolidated Statements of Operations. We also use AFFO and Normalized FAD as supplemental measures of our operating performance. We believe AFFO is useful because it facilitates the evaluation of (i) the current economic return on our portfolio of assets between periods on a consistent basis and (ii) our portfolio versus those of other real estate companies that report AFFO. However, comparability may be limited because our calculation of AFFO may differ significantly from that of other companies, or because of features of our business that are not present in other companies. We define AFFO as Normalized FFO excluding the impact of the following: (a) straight-line rents; (b) amortization of above / below market lease intangibles; (c) amortization of deferred financing costs; (d) amortization of premium or discount on mortgage notes payable; (e) amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives and (f) amortization of equity-based compensation expense.  26 
 

 Glossary  FFO, Normalized FFO, AFFO and Normalized FAD (continued)We define Normalized FAD as AFFO less routine capital expenditures, which we view as a cost associated with the current economic return. Normalized FAD, which does not reflect debt principal payments and certain other expenses, does not represent cash available for distribution to stockholders. We believe Normalized FAD is useful because it fully reflects the additional economic costs of maintaining the condition of the portfolio.Gross Assets The carrying amount of total assets, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Investment Represents the carrying amount of real estate assets, including intangibles, after adding back accumulated depreciation and amortization, for all assets owned as of the end of the respective reporting period. Net Operating Income (“NOI”) and Cash NOINOI and cash NOI are non-GAAP measures. We define NOI as total revenue less property operating expenses, which include property management fees and travel cost reimbursements. Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies. We define cash NOI as NOI excluding the effects of straight-line rental revenue, amortization of above / below market lease intangibles and amortization of deferred community fees and other, which includes the net change in deferred community fees and other rent discounts or incentives. We believe that NOI and cash NOI serve as useful supplemental measures to net income because they allow investors, analysts and management to measure unlevered property-level operating results and to compare our operating results between periods and to the operating results of other real estate companies on a consistent basis.  27  Occupancy For the managed portfolio, occupancy represents the facilities’ average operating occupancy for the applicable period. For the triple net lease portfolio, occupancy is based on the period reported unless otherwise noted. The percentages are calculated based on available beds. All occupancy data was derived solely from information provided by operators/tenants without independent verification by us. RevPORRepresents average cash revenues per occupied bed per month. We use RevPOR to evaluate the revenue generating potential of our senior housing portfolio independent of fluctuating occupancy rates.Same Store and Adjusted Same StoreSame store data presented herein excludes properties acquired, sold, transitioned to other operators or between segments, or classified as held for sale or discontinued operations during the comparable periods. Same store data is intended to enable management to evaluate the performance of a consistent portfolio of real estate in a manner that eliminates variances attributable to changes in the composition of our portfolio over time, due to sales and various other factors. Upon implementation of ASC 842 on 1/1/2019, bad debt expense is required to offset revenue as opposed to being included in operating expense under previous guidance. Accordingly, we have reclassified bad debt expense for prior years to offset revenue in order to facilitate a historical comparison. The change has no impact on the Company’s NOI or Cash NOI.Adjusted same store cash NOI adjusts same store cash NOI to include properties transitioned from the Company’s triple net lease segment to the managed segment during the comparative periods. For the period during which the properties were owned on a triple net basis, cash NOI reflects the unaudited operating results provided by the operator, as opposed to the rent recorded by the Company, and excludes ancillary service revenue attributable to a business that ceased operations over the course of 2018. 
 




v3.20.2
Document and Entity Information
Aug. 07, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 07, 2020
Entity Registrant Name New Senior Investment Group Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36499
Entity Tax Identification Number 80-0912734
Entity Address, Address Line One 55 West 46th Street
Entity Address, Address Line Two Suite 2204
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code 646
Local Phone Number 822-3700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001610114
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol SNR
Security Exchange Name NYSE