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An Undervalued Opportunity
Disclaimer
All analysis, recommendations, and conclusions provided herein by Kinnaras Capital
Management LLC (“Kinnaras”) are based on publicly available information. Projections,
estimates, and related statements are based on various assumptions by Kinnaras regarding
the future performance of Advocat Inc. (“AVCA” or the “Company”) and are subject to
economic, industry, regulatory, and other uncertainties. No representations, express or
implied, are made as to the accuracy or completeness of such statements, estimates, or
projections, or with respect to any other materials herein. Actual results may vary materially
from the estimates and projected results contained in this presentation.
This presentation is for general information purposes only and is not an offer or solicitation
to buy or sell any security including any interest in AVCA. Neither Kinnaras nor any
associated persons or entities makes any warranty, express or implied, as to the suitability
of AVCA or any other security, or assumes any responsibility or liability for any losses,
damages, costs, or expenses, of any kind or description, arising out of your use of this
presentation or your investment in AVCA or any other security.
You understand that you are solely responsible for reviewing any security, its offering, and
performing additional due diligence as you may deem appropriate, including consulting your
own legal and tax advisers, and that any information provided in this presentation shall not
form the primary basis for your investment decision. This material is based upon
information Kinnaras believes to be reliable but Kinnaras does not represent that it is
accurate, complete, and/or up-to-date and, if applicable, time indicated. Kinnaras does not
accept any responsibility to update any opinion, analyses, or other information contained in
this presentation.
Kinnaras manages funds that are in the business of buying and selling public securities. It is
possible that future developments will cause Kinnaras to change its position regarding the
Company and reduce, dispose of, or change the form of its investment in the AVCA.
$250
$225
$200
$175
$150
$125
$100
$75
$50
$25
$0
2002 2003 2004 2005 2006 2007E
1) Adjusted EBITDA omits Professional Liability (“PL”) expense/benefit to improve comparability of operating results; including PL figures would have
resulted in higher EBITDA for 2004-2006 and lower EBITDA in 2002-2003
2) FFO less CapEx is derived from Funds from Operations as defined by AVCA as Operating Cash Flow before Changes in Working Capital, less maintenance
CapEx
3) 2007 Revenue estimate based on the average of guidance figures, adjusted EBITDA based on Kinnaras estimate which excludes any PL expense or
benefit; FFO less CapEx figure based on guidance of $14.0MM less $4.5MM
-10%
-15%
10.0x
5.0x
0.0x
AVCA BKD CSU FVE GHCI HCR NHC ODSY SUNH SRZ
Note: Redline denotes median value, AVCA net income margin excludes impact of income tax benefit, with a 35% tax provision AVCA net income margin
would be approximately 3.6% and comparable to industry peers
Capital Senior Living Corp. NYSE:CSU Operates 58 senior living communities in 21 states, and a home $307 $484 3.0x 19.5x NM 2.1x 2.5x 58.1x
care agency.
Five Star Quality Care Inc. AMEX:FVE Operates 153 communities containing 17,110 living units, $326 $400 0.5x 15.8x NM 7.3x 0.4x 9.5x
including 102 independent and assisted living communities
containing 12,403 living units, and 51 nursing homes containing
4,707 living units.
Genesis Healthcare Corp. NasdaqNM:GHCI Owns and operates 210 eldercare facilities, including 176 skilled $1,248 $1,654 0.9x 9.9x 33.3x 1.7x 0.9x 24.6x
nursing facilities, 26 assisted living facilities, and 8 transitional
care units. Genesis HealthCare also supplies contract
rehabilitation therapy to approximately 600 healthcare providers.
Manor Care Inc. NYSE:HCR Operates 278 skilled nursing facilities, 65 assisted living facilities, $3,962 $4,938 1.4x 10.2x 25.1x 9.8x 1.3x 19.6x
116 hospice and home health offices, and 92 outpatient therapy
clinics.
National Healthcare Corp. AMEX:NHC Operates 74 long-term health care centers with a total of 9,177 $639 $530 1.0x 11.4x 17.9x 2.6x NM NM
licensed beds primarily in the southeastern United States.
Odyssey Healthcare Inc. NasdaqNM:ODSY Provide hospice care in the United States. $442 $372 0.9x 9.1x 21.9x 5.8x 0.9x 19.0x
Sun Healthcare Group Inc. NasdaqNM:SUNH Operates 134 skilled nursing facilities, 14 assisted and $530 $572 0.5x 10.6x 26.7x 7.0x 0.5x 27.4x
independent living facilities, 7 mental health facilities, and 3
specialty acute care hospitals with approximately 16,910 licensed
beds located in 19 states.
Sunrise Senior Living Inc. NYSE:SRZ Operates 415 communities, including 397 communities in the $1,990 $1,966 1.1x 10.1x 23.7x 4.5x 1.0x 34.6x
United States, 11 communities in Canada, 5 communities in the
United Kingdom, and 2 communities in Germany. Sunrise Senior
Living also provided preopening management services to 50
communities under construction.
Advocat Inc. NasdaqSC:AVCA Operates 43 nursing centers containing 4,505 licensed $74 $104 0.5x 4.3x 4.9x 4.9x 0.5x 11.4x
nursing beds and 78 assisted living units.
Note: AVCA P/Forward EPS based on Kinnaras estimate of $1.19; statistic calculations exclude SRZ because latest filings are as of FY 2005
10/19/2006 Sun Healthcare Group Inc. Harborside Healthcare Owns, operates, and manages 55 long-term care facilities including 53 skilled $624 $349 1.2x - -
(NasdaqNM:SUNH) Corporation nursing facilities, one residential care facility, and one independent living
facility.
06/26/2006 GE Healthcare Financial Services, Inc. Formation Capital LLC, 186 GE acquired 186 nursing homes comprising of over 21,000 beds in Florida and $1,400 $1,400 - - -
Nursing Homes other states from Formation.
04/25/2006 Apax Partners Worldwide, Brockton Capital, General Healthcare Group Offers acute care services, including medical and surgical, and nursing care. $3,933 $3,933 3.6x 13.4x -
London & Regional Properties, Network Ltd.
Healthcare Holdings Ltd. (JSE:NTC)
11/21/2005 Fillmore Capital Partners, LLC. Beverly Enterprises Inc. Provides healthcare services through the operation of nursing facilities, assisted $1,696 $1,369 0.8x 7.2x 15.0x
living centers, hospice locations, and outpatient clinics in the United States. The
company operates 351 nursing facilities, 18 assisted living centers, 52 hospice
and home health locations, and 10 outpatient clinics.
10/24/2005 Onex Corporation (TSX:OCX), Onex Skilled Healthcare Group Provides long term care facilities and post acute care services through 49 skilled $929 $638 2.4x 18.7x 35.0x
Partners, L.P. Inc. nursing facilities, as well as five assisted living facilities that provide room and
board, and social services.
05/24/2005 Chartwell Seniors Housing REIT CPAC Care Holdings Ltd. Owns and operates six retirement facilities located in the Province of British $69 $30 2.8x 13.8x 27.8x
(TSX:CSH.UN) Columbia.
06/29/2004 National Senior Care, Inc. Mariner Health Care Inc. Provides skilled nursing and long-term health care services in the United States $1,028 $659 0.6x 12.7x -
with approximately 254 Skilled Nursing Facilities and approximately 8 stand-
alone assisted living facilities with approximately 31,400 licensed beds, and 12
skilled nursing facilities with approximately 638 licensed beds.
08/11/2003 PainCare Holdings Inc. (AMEX:PRZ) Spine & Pain Center, P.C. Spine & Pain Center P.C. owns and operates a healthcare center that provides $1 $1 1.2x 8.7x 11.1x
physical medicine, pain management, orthopedic, and rehabilitation services.
The company was founded in 1996 and is based in Bismarck, North Dakota.
07/18/2003 Emeritus Corp. (AMEX:ESC) Alterra Healthcare Corp. Operates assisted living residences and providing assisted living services in 24 $884 $76 2.1x 23.9x -
states
06/30/2003 Select Medical Corp. Kessler Rehabilitation Operates inpatient hospitals, outpatient centers, skilled nursing and assisted $249 $230 1.1x 10.4x 31.5x
Corporation living centers, contract therapy management programs.
01/03/2003 Prometheus Assisted Living LLC ARV Assisted Living, Inc. Owns and operates 60 assisted living centers containing 6,997 units. $151 $38 1.0x 8.8x -
Note: Transactions used in Adjusted Median and Mean figures are highlighted in yellow and represent most relevant transactions
M&A: P/E
M&A: EV/EBITDA
M&A: EV/Rev
$0 $5 $10 $15 $20 $25 $30 $35 $40 $45 $50 $55 $60 $65 $70 $75 $80
1) P/Fwd EPS calculated using Kinnaras internal estimate of $0.98 dilluted EPS for 2007
2) M&A: P/E and Peer Comps: P/E valuations based on adjusted AVCA 2006 EPS of $1.20, which excludes tax benefit and assumes a 35% tax provision;
AVCA maintains NOLs which can be utilized but tax provision was incorporated to demonstrate conservative valuation even if assuming AVCA is a tax payer
3) Valuation ranges based on difference between mean and median valuation metrics
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
AVCA BKD CSU FVE GHCI HCR NHC SUNH
GHCI, HCR, NHC, and SUNH are the most relevant comparables to AVCA since BKD, CSU,
and FVE have a far greater portion of revenues derived from independent living facilities
which do not house patients with the same level of acuity or reimbursement profile as
assisted living and skilled nursing centers
Note: ODSY excluded because it is exclusively a hospice while SRZ is excluded because latest financial information is as of 2005
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
AVCA BKD CSU FVE GHCI HCR NHC SUNH
Note: ODSY excluded because it is exclusively a hospice while SRZ is excluded because latest financial information is as of 2005
% of Facilities Owned
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
AVCA BKD CSU FVE GHCI HCR NHC SUNH
Note: ODSY excluded because it is exclusively a hospice while SRZ is excluded because latest financial information is as of 2005
78% 15%
75% 10%
73% 5%
70% 0%
2003 2004 2005 2006 2007E 2003 2004 2005 2006 2007E
In May 2006, hedge fund Moab Partners approached AVCA with a leveraged buyout
opportunity that would value the Company between $18-$24 per share
► “He (David Sackler, Moab Partners founder) proposes a leveraged buyout that includes
a $1 million investment by Advocat Chairman Wallace Olson - who owns 10 percent of
the company - and another $1 million from Moab. Unnamed partners would kick in
$76.4 million in equity and $70 million in debt to fund the purchase.” – Nashville
Business Journal, May 19, 2006
Despite talks of an offer significantly above the Company’s trading price at the time,
Management and the Board did not provide shareholders an opportunity to realize value
from this proposal
Stock price continued to rise so there was little focus on Management’s oversight
► While the Buyers’ offer did not seem sufficient the main disservice was that the Board
and Management did not disclose this offer to the public until after they had dismissed
the offer
Shareholder interests were not served since the market was not given time to vet
the offer and other potential bidders were not given the opportunity to emerge
AVCA Board and Management sent a signal to the market that the Company is not
willing to seriously consider acquisition offers
► When AVCA traded for $16+ per share in July 2006, the Buyers voiced their concern
about acquisitions based on the Company’s cheap valuation at the time
► Current prices of $11-$12 per share have not changed this view
Lack of major institutional investors results in little consideration by the Board and
Management when it comes to suggestions and concerns expressed by shareholders
► The latest conference call demonstrates that shareholders and analysts widely believe
that an acquisition strategy is not in the Company’s best interest yet Management
appears determined to pursue this course
► 2007 free cash flow to market cap (cash flow yield) is 15%
► Difficult to find alternatives that offer the same benefit to the Company
► Depressed share price is recognized by management as CEO William Council and CFO
L. Glynn Riddle, Jr. both purchased shares on March 6th
► An independent adviser would not support the notion of an acquisition by AVCA given
the Company’s depressed valuation
The timeline between hiring an adviser and running the auction process would take
3-6 months giving AVCA the benefit of reporting Q1 and possibly Q2 results which
could drive a rebound in stock price prior to any forthcoming bids
Current diluted shares outstanding (MM) 6.25 6.25 6.25 6.25 6.25 6.25 6.25 6.25
Kinnaras 2007 EPS Estimate (high) $1.19 $1.19 $1.19 $1.19 $1.19 $1.19 $1.19 $1.19
Cash Designated for Buyback ($MM) $11.5 $11.5 $11.5 $11.5 $11.5 $11.5 $11.5 $11.5
Average Share Price of AVCA Buyback $11.25 $12.25 $13.25 $14.25 $15.25 $16.25 $17.25 $18.25
Shares Redeemed (MM) 1.02 0.94 0.87 0.81 0.75 0.71 0.67 0.63
Diluted shares outstanding post buyback (MM) 5.23 5.31 5.38 5.44 5.50 5.54 5.58 5.62
Kinnaras 2007 EPS Estimate (high) post buyback $1.42 $1.40 $1.38 $1.37 $1.35 $1.34 $1.33 $1.32
Accretion (Dilution) 20% 18% 16% 15% 14% 13% 12% 11%
Remaining Cash after Buyback $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9 $0.9
Funds from Operations $14.0 $14.0 $14.0 $14.0 $14.0 $14.0 $14.0 $14.0
less: Capex $4.5 $4.5 $4.5 $4.5 $4.5 $4.5 $4.5 $4.5
Cash Balance at FYE 2007 $10.4 $10.4 $10.4 $10.4 $10.4 $10.4 $10.4 $10.4
Current prices make it difficult to find attractive alternatives relative to AVCA’s own stock.
In addition, the Company’s stable cash flow results in a healthy cash balance by year-end.
AVCA’s size reduces the likelihood of engaging a bulge bracket adviser but many regional
and boutique investment banks have strong healthcare practices
August 2006: Hager asks the Board for permission to pursue talks and the Board forms a committee to evaluate offers
and hires Goldman Sachs to advise
September/October 2006: PE 1 offers $51.50 per share in September which is rejected by the Board and results in
a follow up offer of $53.00 per share in October
November 2006: PE 1 offers $54.00 per share and a “go-shop” provision with the Board electing to run a full
scale auction with Goldman Sachs soliciting 14 strategic and financial buyers
December 2006: A second private equity firm (uknown, “PE 2”) offers $58-$60 per share, although Hager
discloses to the Board that he would not work for PE 2, followed by a Formation Capital and GE Healthcare
Financial Services (“PE 3”) bid at $60 per share
January 2007: PE 2 bids $63.00 against $62.50 from PE 3 which includes JER Partners instead of GE
Healthcare Financial Services and the Board asks PE 3 to bid $63.00 along with providing similar
contract and financing terms offered by PE 2. PE 3 agrees and wins the auction
► If AVCA followed this process when the Buyers approached in 2006, a transaction could
have potentially been executed over $21 per share
► An auction process for AVCA could bring out more potential buyers
The most relevant transaction comps illustrate healthy valuation multiples which the
Company should be able to realize
► GHCI
► Skilled Healthcare
► Harborside Healthcare