Ross C. Roadman - Senior Vice President of Investor Relations T. Andrew Smith - Chief Executive Officer Mark W. Ohlendorf - President, Chief Financial Officer and Principal Accounting Officer.

Kevin M. Fischbeck - BofA Merrill Lynch, Research Division Ryan Daniels - William Blair & Company L.L.C., Research Division Joshua R. Raskin - Barclays Capital, Research Division Jack Meehan - Barclays Capital, Research Division Daniel M.

Bernstein - Stifel, Nicolaus & Company, Incorporated, Research Division Dana Hambly - Stephens Inc., Research Division.

Good morning. My name is Brent, and I will be your conference operator today. At this time, I'd like to welcome everyone to the Brookdale Senior Living First Quarter Earnings Conference Call. [Operator Instructions] Thank you. I'd now like to turn the call over to your host, today, Mr. Ross Roadman, Senior Vice President, Investor Relations.

Please go ahead, sir..

Thank you, Brent. Good morning, and welcome to the Brookdale First Quarter 2014 Earnings Conference Call. Joining us today are Andy Smith, Brookdale's Chief Executive Officer; and Mark Ohlendorf, Brookdale's President and Chief Financial Officer.

Before we begin the call, I would like to read the following disclosure statement and please bear with me, this is lengthy given all what we got going on. Certain statements on this call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Those forward-looking statements are subject to various risks and uncertainties.

Forward-looking statements are generally identifiable by use of forward-looking terminology, such as may, will, should, potential, intend, expect, endeavor, seek, anticipate, estimate, overestimate, underestimate, believe, could, would, project, predict, continue, plan and other similar words or expressions.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual result and performance could differ materially from those projected.

Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, risks relating to the merger with Emeritus and the transactions with HCP, including in respect of the satisfaction of closing conditions to such transactions, uncertainties as to the timing of such transactions or the inability to obtain or delays in obtaining cost savings and synergies from such transactions.

Such factors are based on views and assumptions of the management of Brookdale and Emeritus and are subject to significant risks and uncertainties.

Certain of the factors that could cause actual results to differ materially from Brookdale's and/or Emeritus' expectations are detailed in the release we issued yesterday and in the reports both companies filed with the SEC from time to time. I direct you to today's -- yesterday's earnings release for the full Safe Harbor statement.

In connection with the merger, Brookdale plans to file with the Securities and Exchange Commission a registration statement on Form S-4, that will include a joint proxy statement prospectus, as well as other relevant documents concerning the merger.

Brookdale and Emeritus stockholders are urged to read the joint proxy statement prospectus when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents because they will contain important information.

A free copy of the joint proxy statement prospectus and other filings containing information about Brookdale and Emeritus may be obtained at the SEC's internet site, www.sec.gov.

You will also be able to obtain these documents, free of charge, from Brookdale at www.brookdale.com under the heading About Brookdale, Investor Relations or for Emeritus at www.emeritus.com under the heading Investor Relations.

Brookdale and Emeritus and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Brookdale's and Emeritus' shareholders in connection with the merger.

Information about the directors and executive officers, Brookdale and their ownership of Brookdale common stock is set forth in Brookdale's annual report on Form 10-K/A, as filed with the SEC on April 30, 2014.

Information about the directors and executive officers of Emeritus and their ownership of Emeritus stock is set forth in Emeritus' annual report on Form 10-K/A as filed with the SEC on April 30, 2014.

Additional information regarding the interest of those participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement regarding the merger when it becomes available.

This call shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. With that said, I'd like to turn the call over to Andy.

Andy?.

Thanks, Ross. I'm surprised you could memorize all of that. Well, good morning, and thank you for being with us. I'll lead off today with some comments about the first quarter and give you a brief update on the status of our merger with Emeritus.

I'll then turn the call over to Mark to discuss our results in more detail before opening the call to your questions. We are pleased with our first quarter results, which were in line with our internal expectations and our financial guidance for the full year.

Our adjusted CFFO of $0.64 per share increased $0.12 over the first quarter of last year and represented our third consecutive quarter of double-digit CFFO growth. We grew revenue by 4.1%, excluding reimbursed managed community cost.

We continue to produce strong rate growth and our cost growth remained moderate, especially in light of extraordinary weather-related cost. We slightly exceeded our budgeted results, overcoming several challenges that added to normal seasonal softness and occupancy.

We believe that the prolonged severe winter across much of the country had a material impact on our first quarter occupancy. The weather's impact on occupancy was pronounced enough that we could isolate it to specific regions of the country. For example, occupancy at our Florida communities actually increased by roughly 10 basis points sequentially.

California was flat and Texas, which did experience isolated instances of severe weather, was down slightly. The Midwest and Northeast, however, fared much worse with certain regions experiencing sequential declines of 100 to 200 basis points quarter-to-quarter.

Our sequential decline in occupancy of 40 basis points primarily reflected lower move-in numbers. We actually had relatively strong increases in inquiries for the first quarter, but with the severe weather, we often just could not get the crucial in-person interaction at our communities to complete the sales process.

Additionally, our skilled community occupancy levels were negatively impacted not only by the weather, but also by a less severe flu season and a very low hospital census across the country. As a result, our SNF census was down 230 basis points when compared to the first quarter of 2013.

We expect to overcome this seasonal and weather-related softness as we move forward through the year. On the bright side, we continue to produce meaningful growth in rates which came in at 2.7%. We believe that our revamped marketing activities and our reinvestment in our communities are contributing to steady rate expansion.

I'm also very pleased with the continued cost -- the continued control we've demonstrated with our cost, even with the incremental cost related to the weather.

Our first community same community -- our first quarter same community senior housing operating expenses grew by just 2.5% over the first quarter of last year, in spite of approximately $3 million of higher-than-normal snow removal and utility cost.

Mark will provide more details, but our cost control initiatives continue to bear fruit, particularly with our labor cost.

I mentioned the positive impact of our marketing initiatives on our rate growth and we're continuing to progress toward our goal of making Brookdale synonymous across the country with high-quality senior living services and solutions. We have initiated the process of physically reflagging our communities with the Brookdale name.

This will better align local community marketing and outreach with our national brand activities. In fact this week, we began the first phase of the process by renaming and reflagging all of our Houston communities with the Brookdale name.

With the goal of renaming communities in 13 of our markets during 2014, this is the first year of a 2-year process. Of course, we are also very pleased to announce that Tricia Conahan has joined Brookdale as our Chief Marketing Officer.

As we centralized our marketing function and initiated our branding activities, we decided to bring in to the organization a veteran marketing professional who could continue to elevate our marketing and branding efforts. Tricia brings 30 years of marketing and sales skills and experience to Brookdale.

She has hit the ground running as we gear up for the merger with Emeritus and all of the opportunities that, that will bring. Let me now turn to a brief update on our progress towards the completion of our transformational merger with Emeritus and the related transactions we just announced with HCP.

We passed through the first of many steps with the expiration of the Hart-Scott-Rodino waiting period in mid-April. We expect to file the proxy in the near future as we finalized the accounting presentation for the various elements of the HCP transactions.

The key gating issue for the timing of the closing of the merger continues to be obtaining state regulatory approvals regarding license transfers. That process is progressing smoothly at this point. And we continue to expect to complete the merger with Emeritus during the third quarter.

In the meantime, our integration planning activities are well underway. Led by our experienced integration office personnel, our integration teams have been formed and comprehensive plans have been built. We are focused on creating the best organization for the merged companies and delivering the benefits of the deal.

We feel good about our approach and our progress. Both companies have done this before and we are on track to move forward as an integrated company at the anticipated closing. I want to thank the teams at both Emeritus and Brookdale for all of their hard work. I'd like to conclude by discussing the recently announced transactions with HCP.

First, in the early stages of analyzing the potential merger with Emeritus, it became clear to both HCP and to us that we could create a win-win outcome for both companies through the restructure of Emeritus' lease portfolio with HCP.

From our perspective, we were able to improve the long-term economics of the merger and at the same time, deleverage and derisk the Emeritus triple-net lease portfolio. HCP was able to improve the credit quality of the portfolio and simultaneously preserve their long-term ownership of the real estate through termination of Emeritus' purchase options.

By putting 49 communities into a RIDEA structure, we ameliorated a negative EBITDA situation for us and created a growth vehicle for the 2 of us. These are good assets, they just need additional attention and capital investment.

In this trade, we believe we received good value for the future purchase options that we gave up without any frictional cost or use of our capital. And the added commitment for CapEx for the portfolios will add to the potential upside of the merger. We are also extremely excited about the formation of the entrance fee CCRC joint venture.

This is one of the best asset classes in senior housing and provides a compelling value for seniors. We expect the joint venture, which marries HCP's lower cost of capital with our operating expertise, to open up new opportunities for growth.

The entry fee CCRC industry, with nearly 2,000 communities and over 600,000 residents, is highly fragmented and has very little new supply being built. These assets typically trade at a 200- to 300-basis-point higher cap rate than rental senior housing and therefore create a good value creation opportunity for the joint venture.

We believe that our agreement with HCP are truly win-win for both parties. We expect the agreement to add $0.10 or 25% to our projected 3-year accretion from the Emeritus merger. And we also look forward to working with HCP to capture the long-term upside the agreements offer.

In summary, our first quarter financial results represent a very solid first step toward achieving the growth anticipated in our guidance for the year. While we are involved in 2 major transactions, we are keeping our eye on the business as we work to transform our company.

We are confident that the post-merger Brookdale, as the only national provider of senior living solutions, will be strongly positioned to expand our share of the senior living market and our role in the increasingly integrated value-based healthcare system that is emerging. Now here is Mark to review our financial results in more detail..

As Andy said, we produced solid first quarter results. We saw the continuation of favorable rate growth trends from 2013 and we continue to effectively manage our expenses. As we look at our key financial performance measurements, we had a good start toward achieving our 2014 goals.

Excluding certain items from both periods, our cash from facility operations, or CFFO, for the quarter totaled $79.2 million, a 13% increase over the first quarter of 2013, and adjusted EBITDA was $119.8 million, a 7% year-over-year increase.

We produced senior housing revenue growth of 4% for the first quarter over the first quarter of 2013, driven by increased occupancy, rate growth and the impact of acquisitions made in 2013. Occupancy grew by 10 basis points year-over-year.

As Andy described, the normal occupancy seasonality for Q1 was exacerbated by the weather and the milder flu season's impact on the skilled census. But like any sales process, the ultimate results begin with more leads coming into the funnel. Inquiries were up compared to the first quarter of 2013 and lead contacts by our salespeople were also up.

We experienced a 70% increase in visits to our website versus last year, which was prior to the commencement of our branding campaign. We've also experimented with pay-per-click Internet advertising, and it produced 2,500 quality leads in 3 markets in the first quarter. We're expanding this effort into 4 more markets in the second quarter.

During the first quarter, we saw continuing price strength with a 2.7% year-over-year increase in Senior Living revenue per unit. We increased the in-place resident rates in the Assisted Living and Memory Care communities, roughly 46% of our consolidated capacity, by more than 3% effective January 1.

The strongest rate growth continued in the Retirement Centers segment, where we produced a 4.9% increase over the first period of 2013. Senior housing expenses increased 3.6%, driving the operating margin to 35.4%, an increase of 30 basis points from the 35.1% in the first quarter last year.

Our ancillary services business produced $63.4 million of revenue, a 5.3% increase for the first -- from the first quarter of 2013. We saw an increase in Home Health cases, offset by rate decreases and a small decrease in Outpatient Therapy volume.

We're beginning to see a growing contribution from our Hospice operations as the start-up markets begin to mature. On April 1, we will anniversary the rate decreases of sequestration and MPPR for Outpatient Therapy. We still expect full year ancillary services operating income to hit our guidance of 10% to 15% growth.

Our Independent Living entry fee sales were on par with historical seasonal trends, with the first quarter being the lowest sales quarter of the year. Our $6.5 million of net entry fee cash flow was approximately $1 million lower than the first quarter of 2013. Again, sales activity was good, but the weather delayed some closings.

We've started out the second quarter on a very solid pace for closings and have closed a number of sales already in April.

Looking at our same community data for senior housing for the first quarter of 2014 compared to the first quarter of 2013, our senior housing same communities produced a 2.9% increase in revenue due to a 2.7% increase in revenue per unit and a 10-basis-point improvement in occupancy.

At the same time, expenses increased 2.5% with the operating margin rising by 20 basis points to 34.3%. Within the 2.5% cost increase, we continue to effectively manage our labor cost, which increased approximately 1.5% year-over-year.

As Andy mentioned, we incurred higher-than-anticipated snow removal and utility costs due to the extreme weather conditions this past winter. These costs totaled $3 million in the same-store portfolio. If we normalize those costs, our same-store expense growth would have been closer to 1.5%.

Same community operating income grew by 3.5% versus the first quarter of 2013. Without the heightened winter-related expenses, same-store operating income would have grown by approximately 5.5%. General and administrative expense was $55.5 million for the first quarter of the year.

Included in G&A cost was noncash stock-based compensation expense of $7.6 million and integration, transaction-related and EMR rollout cost of $11.8 million. Of course, the vast majority of the latter expense related to the ongoing Emeritus integration and merger process.

General and administrative expense, excluding these 2 items for the quarter, was $36.2 million, which was 4.4% as a percentage of total revenue under management. Our Q1 spending on routine CapEx, which we reflect in our CFFO, was $9.4 million. Our Program Max activity continues to scale up.

As we've completed 4 projects already this year with 81 units, we have 16 projects under construction with 347 units and 11 more in active development with 276 units. Altogether, this represents almost $150 million of project cost. We recently completed a refinancing for $146 million secured by first mortgages with a fixed rate of 4.77% for 7 years.

Proceeds of the loans were used to refinance a $140 million loan that carried a 5.84% fixed rate and was scheduled to mature in November of 2014. The company now has no mortgage debt maturities, excluding scheduled principal amortization in 2014 or 2015 and only $33 million of mortgage debt maturing in 2016.

As Andy said, the first quarter was a good start to the year. At this point, we're not changing our full year CFFO guidance of $2.68 to $2.75 a share.

This guidance does not include the impact of the Emeritus merger, the HCP transactions or any other future acquisitions or dispositions nor the expenses from transactions, integration and EMR rollout cost. We'll now turn the call back to the operator to begin the question-and-answer session.

Operator?.

[Operator Instructions] And your first question comes from the line, Kevin Fischbeck with Bank of America Merrill Lynch..

Just -- I appreciate the color on the impact of the weather, particularly I guess, on the occupancy side. But was wondering if you could provide any more color there.

Do you have any sense of what you think the impact of occupancy was? And maybe barring that, maybe what percentage of your units were you felt like impacted by the weather during the quarter?.

Well, Kevin, this is Andy. Thanks for the question. The -- again, as I said in my prepared remarks, certain areas of the country, we don't feel like were affected by weather. Obviously, Florida, it didn't snow there and we showed a roughly 10-basis-point increase in occupancy. We have not quantified because we frankly just don't believe that.

If seasonally there are, we expect a drop in occupancy in Q1, as you know. And it's hard for us to quantify credibly and precisely the extent to which the weather exacerbated that in the first quarter. So we haven't tried to quantify that because we don't -- we just don't feel like that's a credible number for us to produce.

I don't know Mark, you want to add anything to that?.

No, I think that's a good summary..

Okay. And then as far as the Emeritus transaction goes, I think in the past you talked about one of the areas of upside that's not included in your synergy guidance of being kind of the Program Max-type opportunity. How quickly do you think that you can execute on that? And I think HCP is part of one of the deals provided some financing for CapEx.

I mean, you take as financing-wise and execution-wise, how quickly can you execute on that opportunity?.

Well, there are 2 different things here. One is Program Max, which is, of course, our effort to reposition communities or reposture them in the marketplace. That program will take a little -- the planning for that is already underway, but that's going to take a little bit longer.

Those projects are larger and more complex and so that will take a little bit longer than the second prong of it, which is simply investing capital into the communities to improve them, to refresh and to refixture them to do things of that sort.

And that type of capital investment we expect to initiate very quickly after the merger and in fact, the planning of that is ongoing right now..

Okay. And then maybe it's a last question. In the past around this Emeritus deal, you talked a lot about what the real estate value of the company is, and I think people have wondered if there was a way to tap into that at some point in the future. The HCP deal is clearly a way to do that in the least a smaller way.

How do you think -- any updates on how you think about your real estate value? And if you are tap into it, do you think it'd be things like this or is this just really just kind of a one-off issue because Emeritus had some underwater leases that kind of needed to be addressed?.

Well, I'll say 2 things about that, Kevin. First off, we value our partnership with all of our lessors, all of the healthcare REITs. We're in constant dialog with each one of them to try to find ways to create these, what we really believe we did here, which is a win-win for both sides of the equation.

So while I can't say that I expect transactions of this sort to occur anytime soon, we're constantly in dialog with those folks to see if there's, again, an opportunity for both sides of the equation, that's one thing. The second thing I'd say, and I believe we'd been consistent with this from the announcement of the Emeritus merger forward.

We believe there is lot of a -- lot of inherent value in the real estate that we have and that Emeritus has.

And we think if we execute against our plan to consummate this merger there and then execute against our plan and produce the synergies and the accretion that we think we will get, and we think the best way to create value for our shareholders is to continue to control all of that real estate as we go forward.

Now that having been said, we're constantly on the lookout and we are constantly evaluating market conditions.

If there were ever a circumstance where we felt like we could capture all of that value in one transaction and leave the resulting OpCo in a place where it could thrive and survive such that we could create more value than we think we can create by simply executing against our merger plan, then we would obviously look at a transaction like that.

I personally don't believe from the -- from our evaluation of market conditions that, that's likely to occur. So our game plan is to keep our head down and executing into this merger and create all of the value that we think is there by simply carrying out the merger and executing against our plan..

Your next question comes from the line of Ryan Daniels with William Blair..

A quick follow-up on Kevin's first question about the weather impact.

I don't know if you have any data, Mark, available, but I'm curious in the markets that were hit by weather, if you've seen more of a rapid snapback in occupancy? I would assume the needs of the individuals are still there given the weather improvement and maybe we'll see a bigger snapback in those markets and other ones.

Any color there?.

I do not have that data in front of us here. Again, there is some seasonality in the business that we would see normally each year. So it's a little bit of a challenge to unwind the impact of that normal seasonality from the severe weather that we clearly saw this year..

Okay, that's fair. And then Andy, I guess, moving on to more Emeritus questions. I know one of the things you have specifically mentioned in the past is the ability to train your staff better and raise the development of staff over time. So I wanted to ask a few questions about that as it seems fairly important to you.

Number one, I wanted to get an update on the novel training program you announced with HealthStream for your workforce and how that's rolling out. Number two, I'm curious if that's going to be a primary vehicle you'll leverage to train the novel Emeritus employees when that transaction closes in the third quarter..

Right. Well, we're very proud of our partnership with HealthStream. We think that we're going to produce great benefits from that. But that's only a component of the training programs that we are currently implementing at Brookdale and we expect to implement across the Emeritus platform after the merger closes. So it's only a piece of it, Ryan.

The -- but we are, at Brookdale today, totally revamping and improving the way that we onboard associates, the way that we train them, the way that we develop them and the way that we give them opportunities to grow. So in addition to that, we are also rolling out a program to what we call our standards expectations and walk-through program.

It's a way for us to monitor all of the -- across each one of our communities, compliance with all of our policies and procedures. And we've also formed a partnership this year to really upgrade, at least we believe we're really going to upgrade how we do that. So the HealthStream partnership again is important to us.

We're really excited about it, but it's only a component of a much broader program..

Okay. That's very helpful color. And then last one and I'll hop off, just regarding the pending CCRC joint venture. Can you talk a little bit about the opportunity for M&A there? I know that's mostly a not-for-profit industry. So curious what you see in the marketplace and what you think the longer-term potential to grow that asset base is..

Okay. Thanks,, Ryan. There are -- it's very fragmented. You're right that it's mostly nonprofit, not entirely, but mostly nonprofit. It's a big market where we see lots of growth opportunities. Not in the nature of portfolio growth opportunities, but each one of these campuses is big.

So each particular acquisition opportunity is fairly large in and of itself. So we think over time, there's going to be a real opportunity to grow that business. We're currently looking at a couple of entrance fee acquisition opportunities right now.

So we're very excited that we can marry up our expertise with HCP's capital, alongside of our capital and we think over time, we will -- that will be a very fruitful growth vehicle for both companies..

Your next question comes from the line of Josh Raskin with Barclays..

I'm here with Jack. I've got one question. I know Jack's got a follow-up, as well. Just first question on the Emeritus transaction.

One, just want to confirm that you guys are still comfortable with that 3Q close, I know you mentioned that, but with the proxy still not out, just curious how much time it takes from sort of filing till a potential close? And then any color you can give us on the Emeritus operations? I assume they're going to drop a 10-Q maybe early next week and sort of drop the numbers in there instead of reporting.

So any expectations we should have around their portfolio, I'm sure you guys are in constant dialog with them..

Right. So I'll take the second question first. Emeritus has not yet released its results and therefore, we can't. They're a separate company. They're running as a separate company and we can't speak to that and we can't remark upon it until they've released their own results, which I don't know if they've announced even when they're going to do that.

I expect them to announce their results shortly, but we can't speak to that. With respect to your first question, which was the timing of the merger. Yes, Jack (sic) [Josh], we're completely comfortable at this point with our -- the third quarter closing expectations.

Again, the real pacing event is licensing, getting the licensing approvals from the various states. That process is going along fine, but we think that is really going to be the last piece of the puzzle that falls into place. We expect to file the proxy relatively quickly. It's complicated, but we expect it to happen soon.

But that really, in our expectation, not a pacing event, it's going to be licenses that determine when we can actually close..

This is Jack. I wanted to ask about the weather slightly differently.

How were the move-ins in the quarter and how did that compare to the trends in 2013? And then as you think about some of the markets that got hit a little bit harder than others, was there particular segment that showed more pressure, so Independent Living versus Assisted versus the CCRCs?.

Well, not surprisingly, both move-ins and move-outs were down modestly this year. Again, the flu season was not as severe this year. So that was a positive impact, if you will, on reducing move-outs. At the same time, the severe weather disrupted the sales pipeline and the move-ins were somewhat lower as well.

There is -- if you look at our segment data, there's a modest difference in performance between the Retirement Centers segment and the Assisted Living segment, but it's a very modest difference. I think the biggest correlation that you would see in the numbers is the worse the weather was, the more disrupted the sales pipeline was.

I think Andy mentioned some of the market by market occupancy performance numbers that we saw, which certainly bear that out..

Got it. And then just last one on, as we think about the occupancy ramp through the end of the year, I'm just guessing, at the end of March you probably at a lower level than the overall average occupancy for the first quarter.

Would it be normal to expect maybe 2Q is flat or slightly down before ramping through the end of the year?.

Yes. What we see normally -- well, first off, in terms of Q2, I would say, again, we're pleased with our rate growth and we have good rate expectations for the second quarter.

What we generally see on occupancy as a seasonal pattern is typically that occupancy dips in the first quarter, it sort of begins to flatten out in the second quarter and you see occupancy growth through the balance of the second half of the year. Again, this year, weather has exacerbated where we expected to be a little bit on occupancy for Q1.

So I think the way you characterized it, Jack, is pretty good. We would expect to see meaningful occupancy growth beginning in the second half of the year..

Your next question comes from the line of Daniel Bernstein with Stifel..

This may not be a big part of your business, but the capital lease rate is over 8%, it's pretty clear that other capital options are a lot cheaper than those. Are there any opportunities to restructure the capital leases to get a lower rate or monetize that, bring it on balance sheet? Just trying to understand if there's any options there..

Dan, I'm not sure there's an answer to that question sufficiently pithy to even go through on the phone. Some of those leases are treated that way because we have purchase options, which I think we've talked about before. So there's kind of a self-implementing way to refinance that capital.

Some of them are not and where we don't have purchase options, it's more challenging to get at that..

Okay.

And then are you able to disclose when those purchase options are exercisable?.

We have not done so. We provided some general information on that, I think in the deck that we had related to the HCP transactions, but we don't intend to provide specific information on that..

Okay.

And on HCP joint venture for the CCRCs or I guess, just the transaction in general, was it something where you approach them, you saw the opportunity to maybe again be able to grow the CCRC platform more than to delever and derisk the Emeritus leases? Is it something where you approached them? Or did they approach you on the opportunity?.

I guess, first on the entrance fee CCRC platform, we've had conversations with HCP about that opportunity for literally years. And so we've been in conversations with them for a lengthy period of time. I think it's probably fair to say that we approached HCP on the entirety of the transaction, but it was very collaborative.

I'm not even sure it was important who reached out to who first.

I certainly don't think of it as being important because we both very quickly realized that there was an opportunity to do something that was good for both organizations and so it was very collaborative and it took us longer than we wanted, but it was -- again, it was a very collaborative process..

Okay. I was just -- I really don't have that many other questions. I do want to ask about the systems that are at Emeritus, the back office systems. Just trying to think about how quick the integration can be.

Do you have similar offices, back office systems? Are they the same brand? Just trying to think about how quickly could we integrate it and say relative to a Horizon Bay transaction that you did a few years ago..

The primary difference, I think Dan, is Horizon Bay was a private company, so the opportunity to do more before the closing, in that case, was somewhat greater. Now we have though, particularly in the last 60 days or so, made significant progress with the integration planning work.

There are literally hundreds of people in both organizations involved in this work at this point. To answer your question on systems, not surprisingly, there is not that much commonality in systems. I don't think you would see significant commonality among any of the senior housing providers.

And quite frankly, Brookdale has operated at a substantial scale for quite a while now. We've been at our size, really, since the Horizon Bay transaction in 2011. So we've been able to refine those systems a fair amount, just because of the time that we've had. So we continue to be optimistic that the process will go well.

It is a significant undertaking. So we'll talk more, I suspect, once the transaction closes about our expectation around the timing of the cut overs and the integration activity. But suffice it to say, that process is going well to this point..

Okay. And the properties that you did not put into the CCRC JV, I mean are those leases or are those properties owned or at some owner structure with other REITs or -- that you didn't want to put in there. Just it seem you didn't put all the CCRCs into that joint venture, I'm just wondering, why..

Right. There were some capital structure elements to those particular communities that really just didn't make it appropriate at this time to fold them into the joint venture..

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

Just continuing on the JV CCRC. Andy, I think you talked about the cap rates there kind of trading 200, 300 basis points wide of the senior housing.

Is that -- is there an opportunity where you see those cap rates compressing as the industry rolls up a little bit? Or is there -- I know there's a SNF component, but is something else that just structurally those cap rates probably never compressed at the senior housing level?.

I don't -- that would be my bet, Dana. I don't -- I think there's going to be a divergence,, and I think the entry fee campus-type acquisition is going to remain wide of what you could see on cap rates for the balance of the -- for the rental-type acquisitions.

I think this is going to continue for, well, for -- I don't -- forever is a long time, but for as long as I can predict..

Okay, that's fair. And then just on entrance fee sales in the quarter.

Seasonally it's a weak quarter, were they below kind of where you had budgeted? And I wouldn't think weather has much of an impact there, but I think -- was there any impact there? And kind of how is that trending into the second quarter?.

Yes, a couple of things I'd say about that. First, the entrance fee sales are blocky. You're exactly right that Q1 is seasonally soft. Now we had a very good fourth quarter of entrance fee sales there at the end of the year. There were a couple of our communities that were adversely affected by weather.

Our community in Brandywine, Pennsylvania had 3 feet of snow for 3 weeks. Nobody's going to move -- nobody can move, much less move in. The same would have been true of our entrance fee community in Holland, Michigan. So there were some small impacts on that portfolio from the weather.

That having been said, I'd say our expectations for the first quarter would have been a little bit higher than what we actually printed. But the good news is that they're off to a very strong start for the second quarter and we expect that component of our business to have a really good second quarter. And again, we think we're on track for the year..

Okay, that's helpful. And just lastly, on the Retirement Center portfolio rates, annual increases has been trending above 4%, I think, for the last 3 quarters or so.

And even though occupancy, I think, is down year-over-year and certainly sequentially, is that -- what's going on there? Is that sustainable? And would -- could that accelerate or would you see that decelerating?.

Well, I think our view is it is sustainable. Mostly what's occurring there is the Street rate or the rate at which a unit resells, if you will, is strengthening in that portfolio. In the economic environment that we're in right now, 4% or 5% rate growth is pretty strong.

So we're certainly taking all the measures we can to continue the progress we've seen. But again, rate growth at 4% or 5% in today's environment is pretty good..

Now I'd like to turn the call back over to Mr. Ross Roadman for any closing remarks..

Thank you, Brent. Thank you for your participation. We look forward to talking to many, if not all, in the coming weeks. We have some pretty active conference schedule coming up. We'll be in Las Vegas next week, New York City the first week of June, Los Angeles the second week of June and Boston the third week of June.

So we look forward to talking to many of you. With that, thank you very much for your participation..

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