Kandu Capital and Bloom Senior Living's Acquisition of Two South
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THE Volume 25, Issue 4 SeniorCare April 2013 INVESTOR INSIDE THE WORLD OF SENIOR CARE MERGERS, ACQUISITIONS AND FINANCE SINCE 1948 IN THIS ISSUE TURNAROUND AT HOLIDAY RETIREMENT Three years after hitting bottom, Holiday Retirement has rebounded and its inves- After Hitting Bottom Three Years Ago, Prospects Improve tors may be poised for a liquidity event. See page 1 little over three years ago, Well, at $6.6 billion they were, and it we started hearing that got a lot lonelier within a few years. ... things had not gone as Quality Is King A planned for Fortress Investment As part of the transaction, and why New statistics comparing “A” quality and “B” properties for seniors housing. Group’s (NYSE: FIG) high-priced we believe Fortress “overpaid” for the See page 1 acquisition of Holiday Retirement assets, was the development pipeline of Corporation, at the time the largest 12 to 15 communities a year which they ... retirement housing company with KDGWKHULJKWRI¿UVWUHIXVDOWRPDQDJH Assisted Living Acquisitions more than 300 communities and and acquire. In the past, these annual See page 8 35,000 units. You will remember developments were expected to throw WKDW IXQGV DI¿OLDWHG ZLWK )RUWUHVV off more than $1.0 million of EBITDA purchased Holiday in early 2007 for each once stabilized, so FIG was look- ... a then-record price of just over $6.6 ing at up to a $75 million increase in Independent Living Market billion, or $189,000 per unit, and a annual EBITDA after six years if things See page 14 cap rate reportedly around 5.5% to stayed on track. Unfortunately, as we 5.75%, which was a shocker at the all know, the train fell off the track as ... time. But there were a few other bids the Great Recession brought down the Skilled Nursing Acquisitions within 10% of the winning bid, so housing market, and many other things, See page 15 FIG was not alone with its valuation. ...continued on page 2 ... UALITY S ING OR CQUISITIONS Acquisition Updates Q I K F A See page 17 New Report Reveals Pricing Differences By Quality ... Other Transactions ast summer we decided to dissecting the market between assisted See page 18 take a look at the seniors living and independent living, and A Lhousing acquisition market quality and B quality. The results of the ... based on the quality of the assets study were released in the August issue. Financing News purchased. We used the 24-month See page 20 period from July 1, 2010 through We have updated the numbers us- June 30, 2012 for two reasons. ing the two most recent calendar years, ... First, the market bottomed out in the and while the differences were not REITs ¿UVWKDOIRIZLWKWKH¿UVWUHDO VLJQL¿FDQWVLQFHWKH\ERWKRYHUODSSHG See page 21 increase in the volume of higher- by 18 months, the average A and B quality properties selling in the price per unit for both assisted liv- ... second half of the year. We also used ing and independent living increased, Other News a two-year period to capture more which makes sense given the improv- See page 23 data points since we were really ...continued on page 7 SeniorCare_Inv www.seniorcareinvestor.com Page 2 The SeniorCare Investor April 2013 continued from page 1... WKDWZHFDOOHGWR¿QGRXWZKDWZDVJRLQJRQ$OOWKDWWKH and Fortress decided not to take any additional buildings now former CEO Jack Callison would say was that 2009 when it looked like occupancy levels might take a hit. But UHYHQXHVZHUHÀDWZLWKZLWKKROGLQJDQ\FRPPHQW as they say, someone’s loss is someone else’s gain, and on occupancy trends. Since we had a high degree of con- the former Holiday management and development team ¿GHQFHLQRXUFHQVXVLQIRUPDWLRQZHMXVWDVVXPHGWKHUH NHSW RQ EXLOGLQJ DQG ¿OOLQJ WKHLU QHZ GHYHORSPHQWV ZDVQREHQH¿WWR+ROLGD\RU)RUWUHVVWRFRQ¿UPRXUGDWD and we are sure Fortress management would like to have WKDWDGGLWLRQDOPLOOLRQRIFDVKÀRZQRZEXWZHZLOO Our analysis three years ago (May 2010 issue) never know if they could have done what the Hawthorn showed that, based on rent assumptions and the occupancy Retirement Group team has been able to do. numbers we had, the “value” of the Holiday portfolio had declined by well over $2.0 billion within three years of When Fortress took over Holiday, overall occupancy the acquisition, wiping out the FIG equity investment and, was about 89%, but after removing those communities using an 8% cap rate (not conservative in early 2010), opened for only 18 months or less, occupancy was closer the value was close to the existing debt on the portfolio, to 92%, with 50 communities at 100%. A year after the most of which was the approximately $3.8 billion held by acquisition, occupancy had declined by about 200 to 300 Fannie Mae. We also calculated and wrote at the time that basis points, which could be explained by some trauma occupancy would have to reach 90% with much higher with the management change as well as the beginnings rents to approach the original purchase price, again using RIWKH¿QDQFLDOFULVLV%XWE\HDUO\2FWREHULQWKH an 8% cap rate. We used a scenario of increasing census by full throes of the recession, the census had plunged to at least 50 basis points each quarter after an initial stabiliz- 80%, and six months later we learned that it had dropped ing period, increasing monthly rates by 3% annually, and below 80% to about 75%. It was during this time period by the end of 2014 occupancy would be approaching 90% and the debt would be 75% of the value. The impossible The SeniorCare Investor dream? We are happy to report that it appears they beat ISSN#: 1075-9107 our forecasts by two years in one of the more astounding Published Monthly by: turnarounds in recent memory. Irving Levin Associates, Inc. 268-1/2 Main Avenue Norwalk, CT 06851 At the time of the original purchase, we believe that ( 203) 846-6800 Fax (203) 846-8300 average rents were about $1,900 per month, perhaps a bit [email protected] lower. Three years ago we heard that average rents had in- www.seniorcareinvestor.com creased to $2,300 per month or higher, with new residents Publisher: Eleanor B. Meredith paying even more. That may have had a negative impact Editor: Stephen M. Monroe Advertising: Liz Kenny on occupancy during the recession. In the years before 2007, many of the residents used their Social Security Single Subscription Rate: $697 checks to pay the rent, with little left over. And we have Multiple Subscription Rate: $1,997 recently heard that Holiday may be getting up to $3,200 per month for one-bedrooms in some locations (50% of the © 2013 Irving Levin Associates, Inc. units were one-bedrooms, while 40% were studios when All rights reserved. Reproduction or quotation in whole or built), and higher for the small number of two-bedrooms. part without permission is forbidden. That is certainly above the Social Security check for most people in their eighties. While this is good news in This publication is not a complete analysis of every material fact regarding any company, industry or security. Opinions expressed some ways for Holiday, it may also mean that many of are subject to change without notice. Statements of fact have been the Holiday communities are taking in residents who are obtained from sources considered reliable but no representation is much more frail than the typical new resident six or seven made as to their completeness or accuracy. This Firm or persons years ago. Anecdotally, we had heard that the number of associated with it may at any time be long or short any securities mentioned in the publication and may from time to time sell or buy walkers outside the dining rooms had increased substan- VXFKVHFXULWLHV7KLV)LUPRURQHRILWVDI¿OLDWHVPD\IURPWLPHWR tially about the time that occupancy hit its low in 2010. time perform investment banking or other services for, or solicit in- So while the higher rates mean higher gross revenues, we vestment banking or other business from, any company mentioned have to assume that operating costs have increased some- in this publication. POSTMASTER: Send address changes to The SeniorCare Investor, 268-1/2 Main Avenue, Norwalk, CT 06851. what proportionally, and that the old Bill Colson rule of thumb of 45% EBITDA margins for new buildings upon SeniorCare_Inv www.seniorcareinvestor.com April 2013 The SeniorCare Investor Page 3 The Providers CURRENT ADJUSTED % CHANGE % CHANGE PRICE P/E FROM FROM 52-WEEK RANGE COMPANY TICKER 3/28/13 RATIO(1) PRIOR MONTH 1/1/13 HIGH LOW Skilled Nursing AdCare Health Systems ADK $4.00 9.4 -10% -16% $5.50 $3.00 Diversicare Healthcare(2) DVCR 5.11 10.7 -7 -4 7.54 4.01 Ensign Group ENSG 33.40 7.2 7 23 33.70 23.40 Kindred Healthcare KND 10.53 7.4 -7 -3 12.76 7.60 National HealthCare NHC 45.72 6.4 -1 -3 50.17 40.75 Skilled Healthcare Group SKH 6.57 8.7 13 3 8.41 4.97 Assisted/Independent Living Assisted Living Concepts ALC 11.89 16.3 0 22 20.33 6.93 Brookdale Senior Living BKD 27.88 13.7 1 10 29.92 14.99 Capital Senior Living CSU 26.43 15.2 15 41 27.90 8.79 Emeritus Corporation ESC 27.79 14.9 -2 12 30.95 14.24 Five Star Quality Care FVE 6.69 9.5 6 34 6.72 2.98 (1) Adjusted P/E = (market cap + total debt + capitalized leases - cash)/annualized EBITDAR based on the most recent quarter. The rate used to capitalize the leases was changed from 12.5% to 10.0% effective 1/31/06.