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The SeniorCare Investor

January 2006 issue

2005: The Year of the Bull, And for 2006?
The year 2005 ended on a strong note, with seniors housing stocks surging ahead and M&A activity as strong as ever. After three years, will this bull market ever run out of steam?
...
Assisted Living Market
There has been no slow-down in activity, with 10 deals this month, including the acquisition of Southern Assisted Living by Brookdale Senior Living.
...
Independent Living Market
Senior Resource Group disclosed a large Florida deal from late last summer, and Merrill Gardens is back in the market.
...
Skilled Nursing Market
An 11-facility deal in Ohio gets done at $71,700 per bed, and a few others closed at prices near $100,000 per bed.
...
Financing News
Sun Healthcare Group sells 6.9 million common shares in a public offering, and both Sun and Kindred Healthcare expand their revolving credit agreements.


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Companies Mentioned in this issue:
January 2006

+MedHoldings p7
A
AIMCO p6
Alden Management p14
Alterra Healthcare p6
American Retirement Corp. p2
Atria Senior Living p4, p7
Atrium Administrative Services, Inc. p12
Aviv Asset Management p14
B
Balanced Care p4
Benedictine Health System p12
Beverly Enterprises p2, p12
Brookdale Senior Living p4
C
Cain Brothers p14
Cambridge Realty Capital p14
Canyon Creek Development p6
Capital Senior Living p2
CapitalSource Finance LLC p14
Capstead Mortgage Corporation p6
CareMatrix p12
Cleveland Senior Care p10
CommuniCare Health Services p10
CPL Long Term Care p12
D
Dove Healthcare p12
E
Emeritus Assisted Living p2
Extendicare Health Services p12
F
Fillmore Capital Partners p13
Fortress Investment Group p6
G
Garton Real Estate p8
GE Healthcare Financial Services p8
Granite Investment Group p12
H
Hallmark Health p12
Harborside Healthcare p14
Health Care REIT p4
Healthcare Transactions Group p12
HealthTrust America p8
Heavenrich & Company p10
Holiday Retirement Corp. p14
I
Integra Realty Resources p8
K
Kendar Corporation p10
Kindred Healthcare p12
L
Lehman Brothers p12
Love Funding p8
LTC Properties p16
M
Marcus & Millichap p7
Mercury Partners LLC p15
Merrill Gardens p6
Merrill Lynch Capital Healthcare Finance p12
N
Nationwide Health Properties p14
NorthMarq Capital p14
O
Omega Healthcare Investors p6
P
Peak Medical Corporation p13
R
Red Mortgage Capital p14
Retirement Residences REIT p12
Rutledge Home p12
S
Senior Lifestyle Corp. p13
Senior Living Investment Brokerage p7
Senior Living Management p7
Senior Resource Group p8
Snowhill Health Care L.L.C. p12
Southern Assisted Living p4
Southern Health Care Management p12
Sovereign Holdings p12
Starwood Capital Group p8
Sun Healthcare Group p13
Sunrise Senior Living p10
Sunwest Management p7
T
Tandem Health Care p4
The Vinca Group p14
U
UBS Investment Bank p14
V
Ventas p16
W
Wachovia Bank p10
Walton Street Capital p13
Westlake Senior Living p13
Wilkinson Group p8
Z
Ziegler Capital Markets Group p10

2005: The Year of the Bull, And for 2006?

Email Editor

So here is the question. If 2003 was the best year, in terms of price performance, for senior care stocks, followed by 2004 as the second best year, what are we supposed to look forward to in 2006 when 2005 ended with yet another stellar performance, beating every stock index by significant margins? A bull market has been great for the industry, but contrary to the belief of some people that the senior care industry is not cyclical, it is, and we have lived through a few cycles in the past 20 years.

We are now three years into the strongest bull market our industry has ever seen, with everyone eyeing 2011, when the baby-boomers start turning 65, when we will see some real froth in the market. It would be unusual, however, not to have a correction before then, especially with valuations so high in both the public equity market as well as the property acquisition market.

We have been accused in the past of trying to throw cold water on a party that is going strong, showing the negative, the glass is half empty, side of our personality. We like a party as much as anyone else, but at some point it is time to sober up and face the reality of the next day, and the risks that everyone faces. To our dismay, too many people are hesitant to remove their rose-tinted glasses, perhaps afraid to be left behind, perhaps with the earnest belief that the time has finally come for the senior care and housing market to be in the longest bull market of its life. This may be true, if the participants are careful not to spoil it, but there will still be cycles within that long stretch, with winners as well as losers along the way.

On that sobering note, let’s take a look at the results for 2005, and the best thing that can be said is that the assisted/independent living sector as a whole was the winner last year. In 2003, almost every skilled nursing company stock doubled or tripled in value and captured the top six spots in percentage return. By 2004, the price performance of the skilled nursing and IL/AL stocks were evenly mixed, but last year the top five spots were taken by the IL/AL sector. We all have our moments of glory.

Taking the top spot in 2005 was American Retirement Corp. (NYSE: ACR) with a return of 113%, and this after more than tripling in value the previous year as the number two performer. ACR was followed by Capital Senior Living (NYSE: CSU) with a total return of 83% and Emeritus Assisted Living (AMEX: ESC) with a return of 62%. Both of these companies are still trying to find their way to consistent profitability excluding gains on asset sales, and despite CSU’s stellar price performance last year, there is at least one shareholder still not happy (more on that later).

The top skilled nursing company was Beverly Enterprises (NYSE: BEV), with a total return of just 28% despite the flurry of activity associated with the unwanted takeover attempt, the formal auction of the company and the disappointing final results. BEV’s stock closed the year at just $11.67 per share, despite an initial agreement at $13.00 per share and a final deal cut at $12.50 per share. Many investors still believe the company is worth more than that, but the way that the board and management handled the final few months of the process, it made it difficult for a true alternative investor to jump back into the fray. Most of the other skilled nursing companies did not fare as well last year, but for the most part because of company-specific reasons, either missed earnings results, lease reset overhang issues or still cleaning up the mess from the 1990s. If it is spared any shocks from Medicare and Medicaid, this sector should perform better this coming year.

Speaking of auctions, when looking back on 2005, the past 12 months can be best described as "The Year of the Auction," and we are not talking about the Beverly Enterprises deal. Although a formal auction process has been used for some of the larger single-property asset sales, it has become quite prevalent with the portfolio sales, and we have had a record number of portfolios coming on the market in the past 18 months. The two-step process, involving a preliminary bidding round, which is really an indication of interest without the normal due diligence of a final offer, is followed by a second and "final" offer round, where the top five or six bidders are picked from the first round to participate.

At this stage, buyers are often told a price range that they must meet to possibly be the winning bidder, and this is where some of the controversy has been. If told that they have to top $100 million, for example, to walk away with the deal, buyers have offered $101 million (perhaps more) and still gone away empty handed, feeling that they had been misled by the intermediary because they did what they were told was necessary. The problem is that everyone else was told the same thing, and this can result in a variety of bids above the $100 million mark. And then, once those top bids are in, the unofficial third round takes place where the top two or three bidders are asked to really sharpen their pencils if they want to come out on top. We are sure this happens even when there is just one top bidder, but the broker is simply trying to squeeze the highest price possible for his or her client, which some people forget is the seller, and not the buyer. In a rising market, when several high-end portfolios are coming into play for the first time in years and financial buyers are more aggressive than ever, this strategy has helped push prices higher and higher, sometimes to levels that even the sellers thought were unattainable.

Some buyers (operators) have opted out of this process, believing the only way they are going to win is by overpaying, and figuring that it is not worthwhile to spend the required time on due diligence when the likelihood of coming out on top is slim. The financial buyers, however, are much more comfortable with this sort of process, and it really has become a numbers game with many of them, with less attention to the actual operating side of the business, and the associated risks. The acquisition market, in fact, has become much more of a strict financial play than at any time in the past seven to eight years, and although some may say it is similar to what happened in the mid- to late-1990s, it is different in this environment because there is more real equity being put into the deals with less of the 110% financing that occurred in the 1990s.

The increasing role of the financial buyers has also resulted in the widest spread in prices paid between single property sales and portfolio sales. Although we will not have our year-end statistics available until early March, our guess is that the spread in the IL/AL market may be as high as $75,000 to $100,000 per unit. This reflects both the willingness of buyers to pay up for bulk as well as the overall higher quality of the assets in those portfolios. The high quality, as well as the unprecedented demand, is expected to result in record prices paid for assisted living and independent living units in 2005, which will be detailed in our forthcoming publication, The Senior Care Acquisition Report, 11th Edition.

We are also expecting to see the largest single year drop in cap rates for assisted living, independent living and skilled nursing, perhaps in the 100 to 200 basis point range. This is huge, especially since the year-to-year changes are usually less than 50 basis points. The risk premium has been diminishing as financial buyers, and their lenders, have become more comfortable with the management intensity of the business, as well as the availability of alternative managers, than in the past. If cap rates go any lower, however, they may be doing so at their peril.

Last year will also be memorable for being the first year we have had an IPO since 1998 when Balanced Care made its debut. Timing is everything, and Brookdale Senior Living’s (NYSE: BKD) IPO just six weeks ago could not have been timed any better, and no one thought it would end the year up 57% with a $2.0 billion market cap. The market is definitely open, and skilled nursing provider Tandem Health Care should be next, with eyes on Atria Senior Living to possibly tap the market later in 2006, but apparently they are in no hurry.

As we enter 2006, the debate will continue about the high level of valuations, with most market participants we have spoken with believing that we have hit the peak and there is little economic justification to go higher. The question remains, however, how long we will still be in a holding pattern at these levels? Interest rates will have an obvious impact, as well as what alternative investments emerge for the investors not wed to a long-term relationship with seniors housing. We also expect the build versus buy debate to heat up, and as occupancy levels continue to strengthen, development will increase, but no one believes we will see the reckless building of the 1990s.

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800-248-1668; 203-846-6800
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Since 1948, Irving Levin Associates, Inc. has been the leading source of information and investment research on mergers and acquisitions in the Behavioral Health Care, Biotech, e-Health, Home Health Care, Hospitals, Laboratories, MRI and Dialysis, Long Term Care, Managed Care, Medical Devices, Pharmaceuticals, Physician Medical Groups, Rehabilitation and other health care markets.

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