U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions
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U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions Primary Credit Analysts: George A Skoufis, New York (1) 212-438-2608; george.skoufis@standardandpoors.com David A Kaplan, CFA, New York (1) 212-438-5649; david.a.kaplan@standardandpoors.com Robert E Schulz, CFA, New York (1) 212-438-7808; robert.schulz@standardandpoors.com Secondary Contact: Michael H Souers, New York (1) 212-438-2508; michael.souers@standardandpoors.com Table Of Contents Challenging Prospects For SNFs Absent Lower Rents Rent Reduction Scenarios And REIT Credit Quality Possible SNF Default Scenario Logistics Next Steps For Credit Quality Related Criteria And Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 23, 2015 1 1380483 | 301932398
U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions Following persistent headwinds, Standard & Poor's Ratings Services reviewed the sector and took negative rating actions on three U.S.-based skilled nursing facility (SNF) operators. We believe reimbursement trends stem at least in part from fiscal pressures on federal and state budgets. We think certain SNF's will struggle with contractual escalations in rents, because we expect the nursing home industry to continue facing headwinds including from the ongoing shift of patients to managed-Medicare from Medicare. Managed care payers typically negotiate reimbursement rates that are about 20% lower than Medicare's average day rate of about $500. Managed care payors are also more focused on reducing the length of patient stays. We rate 10 health care REITs, several of which have exposure SNF operators that we believe will continue to face this difficult environment and three have exposure to one of the three SNF operators affected by the recent negative rating actions. Challenging Prospects For SNFs Absent Lower Rents On Jan. 20, 2015, we lowered our ratings on two of the largest U.S.-based nursing home operators, Genesis HealthCare LLC and HCR HealthCare LLC. Private-equity sponsors own those companies and both are burdened with very high lease expenses that having annual escalators of around 3%. These leases stem from sale-leaseback transactions the owners entered relating to the overwhelming majority of nursing home facilities that they operate. As margins have softened in recent years, lease adjusted leverage for these two operators has reached very high levels (9.5x for Genesis and about 11x for HCR HealthCare). While nursing home EBITDAR margins (12% to 13% for Genesis, 14% to 15% for HCR HealthCare) should allow nursing homes operators to thrive, for these companies most of their EBITDAR (75% for Genesis and 85% for HCR HealthCare) is absorbed by the significant, and escalating, lease payments. Rent Reduction Scenarios And REIT Credit Quality Because we believe the post-acute/skilled nursing segment will remain under pressure for now, we have evaluated the potential impact that rent reductions (for the single largest SNF tenant) would have on the rated health care REITs' credit metrics, particularly the three REITs exposed to HCR and Genesis. We acknowledge that many health care REITs (certainly the largest REITS) have facility type diversity and facility level rent coverage for many triple net leases is sound. These leases are typically underwritten with adequate rent coverage, which provides a cushion to protect REIT rents should facility or portfolio cash flows deteriorate, but, for purposes of this analysis, we assumed scenarios whereby rents are affected in various degrees. We looked at three distressed scenarios under which the largest REIT SNF tenant negotiated 10%, 15%, and 20% reductions in lease payments to the rated health care REIT. Even in the case of a 20% reduction in rents by the largest tenant, credit metrics for most REITs only modestly WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 23, 2015 2 1380483 | 301932398
U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions deteriorated (see tables 1 and 2). For CareTrust REIT Inc., which is the smallest health care REIT with 100% exposure to one tenant, FCC would deteriorate to the low-1x and leverage would rise about 4x to more than 13.0x from 9.3x. The impact in this case is meaningful and would stress covenants and place pressure on the credit profile. But as noted above, CareTrust's facility-level rent coverage was strong at 1.85x, which mitigates the risk of its tenant requiring a lease amendment. Similar to other peers that started out with small scale, such as Sabra Health Care REIT, we would expect CareTrust to grow its platform and diversify its tenant base over time. Accordingly, we do not currently expect the continued pressures on SNFs to lead to downgrades for rated health care REITs. We think there is potential for lease reduction requests given the combined pressure of reimbursement mix/rates and contractual rental increases on SNF cash flow absent other strategies, such as cost control and disposing of underperforming assets. However, we also believe any reductions granted as part of a restructuring of an SNF will not be of a magnitude to trigger a downgrade based upon our estimates of possible rate reductions and the assumption that both tenants and lessors will want to maintain uninterrupted operations and preserve occupancy. Table 1 REIT Fixed-Charge Coverage Impact Under Rent Reduction Scenarios FCC w -10% FCC w -15% FCC w -20% reduction in reduction in reduction in Largest SNF lease receipts lease receipts lease receipts Health Care Tenant (name % as LTM from largest from largest from largest REITs Rating and rating) disclosed FCC tenant tenant tenant REITs with HCR/Genesis Tenant Exposure HCP Inc. BBB+/Stable/-- HCR (B) 29.00 3.5 3.4 3.3 3.3 Health Care BBB/Stable/-- Genesis 11.90 2.8 2.8 2.8 2.8 REIT Inc. HealthCare (B-) Sabra Health BB-/Stable/-- Genesis (B-) 35.90* 3.1-3.2* 3.0-3.1 2.9-3.0 2.9-3.0 Care REIT Inc.* REITs with Top SNF Exposure Other Than HCR/Genesis Ventas Inc. BBB+/Stable/-- Kindred 5.00 3.9 3.9 3.8 3.8 Healthcare, Inc. (B+) Omega BB+/Stable/-- New Ark 13.00 3.6 3.5 3.5 3.5 Healthcare Investment, Inc. Investors Inc. (NR) CareTrust B/Stable/-- Ensign (NR) 100.00 2 1.7 1.5 1.4 REIT Inc. *Pro forma for recent transactions and financing activity. LTM FCC and Debt/EBITDA reflect 2015 base-case forescast. Table 2 REIT Leverage Ratio Impact Under Rent Reduction Scenarios TD/EBITDA w TD/EBITDA w TD/EBITDA w Largest SNF -10% reduction -15% reduction -20% reduction Tenant in lease receipts in lease receipts in lease receipts Health (name and % as LTM from largest from largest from largest Care REITs Rating rating) discloed Debt/EBITDA tenant tenant tenant REITs with HCR/Genesis Tenant Exposure HCP Inc. BBB+/Stable/-- HCR (B) 29.00 5.6 5.8 5.9 6.0 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 23, 2015 3 1380483 | 301932398
U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions Table 2 REIT Leverage Ratio Impact Under Rent Reduction Scenarios (cont.) Health Care BBB/Stable/-- Genesis 11.90 6.8 6.9 6.9 6.9 REIT Inc. HealthCare (B-) Sabra Health BB-/Stable/-- Genesis (B-) 35.90* 6.6-6.7* 6.8-6.9 7.0-7.1 7.1-7.2 Care REIT Inc. REITs with SNF Exposure Other Than HCR/Genesis Ventas Inc. BBB+/Stable/-- Kindred 5.00 6.6 6.6 6.6 6.7 Healthcare, Inc. (B+) Omega BB+/Stable/-- New Ark 13.00 5.0 5.3 5.4 5.4 Healthcare Investment, Investors Inc. (NR) Inc. CareTrust B/Stable/-- Ensign (NR) 100.00 9.3 11.1 12.2 13.6 REIT Inc. *Pro forma for recent transactions and financing activity. LTM FCC and Debt/EBITDA reflect 2015 base-case forescast. HCR - HCP Case Study The recent downgrade of HCR caused us to look closely at HCP Inc., as HCR is HCP's largest tenant accounting for 29% of annualized (third-quarter ended Sept. 30, 2014) revenues. Even if a meaningful lease amendment is needed, we do not see a material impact on HCP's credit profile. For example, under a hypothetical scenario whereby HCR rents are adjusted downward by 10% to 20%, HCP's revenues would decrease by about $50 million to $100 million or a modest 2% to 4% of annualized revenues. Under the more conservative 20% reduction assumption, which we estimate would bring HCR's facility level rent coverage to about 1x, HCP's estimated trailing 12 months fixed-charge coverage (FCC) would decline 20 basis points (bps) and debt/EBITDA would increase 40 bps to still-conservative 3.3x and 6.0x levels, respectively. Additionally, while HCP's tenant base is concentrated, rent coverage across the remaining portfolio is healthy (1.12x for senior housing and 1.56x for skilled nursing). HCP's leases with HCR represent about 95% of HCR's real estate and are structured as master leases, which essentially require HCR to meet its HCP lease obligations or risk losing all the facilities within a particular master lease. That being said, we believe both HCP and HCR are closely tethered given the importance of each party to the other's business. Additionally, HCR is considered one of the best operators in the industry and the heavy lease burden (with 3.5% annual escalators) and industry-wide pressures are the primary drivers for the pressure on HCR's cash flow and FCC. We believe HCP is less likely to pursue an alternate operator and the most likely scenario is a haircut to the current lease payments if a lease restructuring is required. Notably, HCP recently wrote down its equity stake in HCR by nearly 50% because of expectations for continued operating pressure in 2015. Additional strategies HCP could pursue include smaller rental increase, disposing of underperforming assets, and/or financing a portion of HCR's capital expenditures, which would help preserve HCR's liquidity at least in the near term. Possible SNF Default Scenario Logistics Our credit ratings on the SNF companies reflect the risk of a payment default or a principal reduction or distressed WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 23, 2015 4 1380483 | 301932398
U.S. Health Care REITs And Their Skilled Nursing Tenants: Credit Implications Of Rent Reductions exchange type amendment with debtholders. They do not consider a renegotiation of lease terms as an event of default, in of itself. Even if one of these companies eventually defaults, we would expect it would occur in the context of an out-of-court negotiation with a high degree of cooperation from lessors, who have the biggest financial stake in these entities. Our default scenario for the SNF companies therefore contemplates lessors demanding term loan lenders take a loss along with themselves, as part of a restructuring of lease payments. We believe that in this context the haircut term loan lenders take would be a function of their negotiating position, which would be driven in large part by the value of their collateral. Next Steps For Credit Quality We believe potential lease reductions (or at least lower escalations of lease payments) to weak SNF operators and especially HCR are highly likely, but we do not currently expect any REIT downgrades as a result. We think such rent reductions, if substantive, would benefit the SNFs' credit quality, but given other pressures, the reductions are not likely to be sufficient to spur upgrades of more than one notch in the near term. We would reevaluate these views in the unlikely event that rent reductions are far larger than we currently assume or if we came to believe SNF companies would pursue bankruptcy rather than simply seek rent (and perhaps lender) relief. We think the biggest challenge facing these SNFs is their lease costs, stemming from reduced industry profitability, rather than operational problems, which would prove more difficult to solve than a rent renegotiation. Related Criteria And Research • S&P Discusses Several Rating Actions On U.S. Skilled Nursing Companies Following Sector Review, Jan. 20, 2015 • Research Update: HCR HealthCare LLC Rating Lowered To 'B-' From 'B' On Weak Industry Prospects; Outlook Negative, Jan. 20, 2015 • Research Update: Genesis HealthCare LLC Rating Lowered To 'B-' On Weak Industry Prospects; Outlook Stable, Jan. 20, 2015 • Research Update: Skilled Healthcare Group Inc. Ratings Placed On CreditWatch Negative Following Genesis Healthcare LLC Downgrade, Jan. 20, 2015 • Bulletin: HCP Inc. Ratings Unaffected By Recent Downgrade Of HCR HealthCare LLC, Jan. 20, 2015 Under Standard & Poor's policies, only a Rating Committee can determine a Credit Rating Action (including a Credit Rating change, affirmation or withdrawal, Rating Outlook change, or CreditWatch action). This commentary and its subject matter have not been the subject of Rating Committee action and should not be interpreted as a change to, or affirmation of, a Credit Rating or Rating Outlook. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 23, 2015 5 1380483 | 301932398
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